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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



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FORM 20-F



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| | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ----------------------------------------------------------------------------------------------

or

| | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
| | ------------------------------------------------------------------------------------

for the fiscal year ended December 31, 2004

or

| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ----------------------------------------------------------------------------------------

For the transition period from toCommission file number



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Legrand Holding S.A.(Exact name of Registrant as specified in its charter)

|                             |  | France                        
|---------------------------- |  | ------------------------------
|(Translation of Registrants |  | (Jurisdiction of incorporation
|name into English)           |  | or organization)              

128, avenue du Maréchal der Lattre de Tassigny, 8700 Limoges, France
(Address of principal executive offices)



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Securities registered or to be registered pursuant to Section 12(b) of the Act: None.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

$350 million 10% Senior Notes due 2013

€277.5 million 11% Senior Notes due 2013

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|PART I |                                                              | 8                                                       |   
|------ | ------------------------------------------------------------ | ------------------------------------------------------- | --
|ITEM 1 | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS        |                                                         | 8 
|ITEM 2 | OFFER STATISTICS AND EXPECTED TIMETABLE                      |                                                         | 8 
|ITEM 3 | KEY INFORMATION                                              |                                                         | 8 
|       | A                                                            | Selected Financial Data                                 |   
|       | B                                                            | Capitalization and indebtedness                         |   
|       | C                                                            | Reasons for the offer and use of proceeds               |   
|       | D                                                            | Risk factors                                            |   
|ITEM 4 | INFORMATION ON LEGRAND HOLDING                               |                                                         | 28
|       | A                                                            | History and development                                 |   
|       | B                                                            | Business overview                                       |   
|       | C                                                            | Organizational Structure                                |   
|       | D                                                            | Property, plants and equipment                          |   
|ITEM 5 | LEGRAND HOLDING OPERATING AND FINANCIAL REVIEW AND PROSPECTS |                                                         | 46
|       | A                                                            | Operating Results                                       |   
|       | B                                                            | Liquidity and Capital Resources                         |   
|       | C                                                            | Research and Development                                |   
|       | D                                                            | Trend Information                                       |   
|       | E                                                            | Off-Balance Sheet Arrangements                          |   
|       | F                                                            | Contractual Obligations                                 |   
|ITEM 6 | DIRECTORS, SENIOR MANAGEMENT EMPLOYEES                       |                                                         | 77
|       | A                                                            | Directors, Senior Management                            |   
|       | B                                                            | Compensation                                            |   
|       | C                                                            | Board practices                                         |   
|       | D                                                            | Employees                                               |   
|       | E                                                            | Share ownership                                         |   
|ITEM 7 | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS            |                                                         | 87
|       | A                                                            | Major shareholders                                      |   
|       | B                                                            | Related party transactions                              |   
|       | C                                                            | Interest of experts and counsel                         |   
|ITEM 8 | FINANCIAL INFORMATION                                        |                                                         | 94
|       | A                                                            | Consolidated Statements and Other Financial information |   
|       | B                                                            | Significant Changes                                     |   

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|ITEM 9   | THE OFFER AND LISTING                                                        |                                                            | 94 |    
|-------- | ---------------------------------------------------------------------------- | ---------------------------------------------------------- | -- | ---
|         | A                                                                            | Offer and Listing Details                                  |    | 94 
|         | B                                                                            | Plan of distribution                                       |    | 94 
|         | C                                                                            | Markets                                                    |    | 94 
|         | D                                                                            | Selling Shareholders                                       |    | 94 
|         | E                                                                            | Dilution                                                   |    | 94 
|         | F                                                                            | Expenses of the issue                                      |    | 95 
|ITEM 10  | ADDITIONAL INFORMATION                                                       |                                                            | 95 |    
|         | A                                                                            | Share Capital                                              |    | 95 
|         | B                                                                            | Memorandum and articles of association                     |    | 95 
|         | C                                                                            | Material Contracts                                         |    | 95 
|         | D                                                                            | Exchange controls                                          |    | 95 
|         | E                                                                            | Taxation                                                   |    | 95 
|         | F                                                                            | Dividends and paying agents                                |    | 95 
|         | G                                                                            | Statement by Experts                                       |    | 95 
|         | H                                                                            | Documents on display                                       |    | 95 
|         | I                                                                            | Subsidiary Information                                     |    | 95 
|ITEM 11  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |                                                            | 95 |    
|         | A                                                                            | Financial
    Risk Management                              |    | 95 
|ITEM 12  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |                                                            | 97 |    
|PART II  |                                                                              | 97                                                         |   
|ITEM 13  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |                                                            | 97 |    
|ITEM 14  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |                                                            | 98 |    
|ITEM 15  | CONTROLS AND PROCEDURES                                                      |                                                            | 98 |    
|ITEM 16  | [RESERVED]                                                                   |                                                            | 98 |    
|         | A                                                                            | Audit committee financial expert                           |    | 98 
|         | B                                                                            | Code of Ethics                                             |    | 98 
|         | C                                                                            | Principal accountants fees and services                    |    | 98 
|         | D                                                                            | Exemptions from the Listing Standards for Audit Committees |    | 99 
|PART III |                                                                              | 99                                                         |   
|ITEM 17  | FINANCIAL STATEMENT                                                          |                                                            | 99 |    
|ITEM 18  | FINANCIAL STATEMENTS AND EXHIBITS                                            |                                                            | 99 |    
|         | A                                                                            | Financial Statements                                       |    | 99 
|         | B                                                                            | Exhibit Index                                              |    | 100

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LEGRAND HOLDING 20-F

|Forward looking Statements
|--------------------------

In addition to historical information, this annual report includes forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933, as amended, Section 21E of the US Securities Exchange Act of 1934, as amended, and the safe harbor
provisions of the US Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to our future prospects, developments and business strategies and are based on analyses of forecasts of future results and estimates of amounts not yet determinable.
These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipate, believe, could, estimate, expect, intend, may, plan, predict, project, will, or, in each case, their negative or other
variations or comparable terminology. They appear principally in the sections entitled Item 3. Key Information  Risk Factors, Item 4. Information on Legrand Holding, and Item 5. Operating and Financial Review and Prospects, as well as in other sections of this
annual report.


By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and that our actual
financial condition, actual results of operations and cash flows, and the development of the industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this annual report. In addition, even if our financial
condition, results of operations and cash flows, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this annual report, those results or developments may not be indicative of results or developments in
subsequent periods. Important factors that could cause those differences include, but are not limited to:


| |  | adverse economic conditions affecting the building sector;
| | - | ----------------------------------------------------------

| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| |  | existing or future regulations and standards in the markets where we operate;

| |   |                                                     
| | - | ----------------------------------------------------
| |  | intense competition in the markets where we operate;

| |   |                                      
| | - | -------------------------------------
| |  | pricing pressure in our main markets;

| |   |                              
| | - | -----------------------------
| |  | cost of production materials;

| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| |  | potential environmental liability and capital costs of compliance with applicable laws and regulations;

| |   |                                       
| | - | --------------------------------------
| |  | potential claims relating to asbestos;

| |   |                                                                                                
| | - | -----------------------------------------------------------------------------------------------
| |  | diverse political, legal, economic and other conditions affecting the markets where we operate;

| |   |                                                                   
| | - | ------------------------------------------------------------------
| |  | unfavorable currency exchange rate and interest rate fluctuations;

| |   |                              
| | - | -----------------------------
| |  | potential products liability;

| |   |                                                           
| | - | ----------------------------------------------------------
| |  | interest of shareholders of our indirect parent companies;

| |   |                                          
| | - | -----------------------------------------
| |  | ability to protect intellectual property;

| |   |                                      
| | - | -------------------------------------
| |  | reliance on our largest distributors;

| |   |                                             
| | - | --------------------------------------------
| |  | ability to attract and retain key personnel;

| |   |                                                         
| | - | --------------------------------------------------------
| |  | ability to successfully integrate business acquisitions;

| |   |                                             
| | - | --------------------------------------------
| |  | ability to effectively manage our inventory;

| |   |                                                                  
| | - | -----------------------------------------------------------------
| |  | ability to comply with labor and employment laws and regulations;

| |   |                                                                                    
| | - | -----------------------------------------------------------------------------------
| |  | unfunded liabilities arising from pension plans and other post-retirement benefits;

| |   |                                                                  
| | - | -----------------------------------------------------------------
| |  | material disruptions of our operations due to industrial actions;



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| |  | possible liability of certain of our operating and holding companies for the debts of their subsidiaries;
| | - | ---------------------------------------------------------------------------------------------------------

| |   |                                                                                   
| | - | ----------------------------------------------------------------------------------
| |  | our substantial leverage and ability to meet significant debt service obligations;

| |   |                                                                       
| | - | ----------------------------------------------------------------------
| |  | our ability to generate sufficient cash flows to service our debt; and

| |   |                                                               
| | - | --------------------------------------------------------------
| |  | restrictions imposed on us by certain of our debt instruments.

Except as required by law or the rules and regulations of any stock exchange on which our securities are listed, we undertake no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or
otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this annual report.


The risks described above and in Item 3. Key Information  D. Risk Factors, Item 4. Information on Legrand and Item 5. Operating and Financial Review and Prospects are not exhaustive. We operate in a very competitive and rapidly changing environment.
New risks, uncertainties and other factors emerge from time to time and it is not possible for us to predict all such risks, nor can we assess, the impact of all such risks on its business or the extent to which any risk, or combination of risks, may cause actual results to differ
materially from those contained in any forward-looking statements as a prediction or guarantee of actual results.


|Definitions and Markets information
|-----------------------------------

In this annual report, references to we, us, and our are to Legrand Holding SA and its subsidiaries; references to the Company are to Legrand Holding SA, and not to any of its subsidiaries; references to Lumina Parent are to Lumina Parent SARL, the
indirect parent of the Company, and not to any of its subsidiaries, references to Legrand SAS are to the direct parent company of Legrand SA, and not to any of its subsidiaries; and references to Legrand SA are to Legrand SA and not to its subsidiaries.


|Market and industry data
|------------------------

This annual report contains information about our markets and our competitive position therein, including market sizes and market share information. We are not aware of any exhaustive industry or market reports that cover or address the market for products and
systems for low-voltage electrical installations and information networks in buildings. Therefore, we assemble information on our markets through our subsidiaries, which in turn compile information on our local markets annually. They derive that information from formal and
informal contacts with industry professionals (such as professional associations), trade data from electrical products distributors, building statistics and macroeconomic data (such as gross domestic product or consumption of electricity). We estimate our position in our markets
based on market data referred to above and on our actual sales in the relevant market for the same period.


We believe that the market share information contained in this annual report provides fair and adequate estimates of the size of our markets and fairly reflects our competitive position within these markets. However, our internal company surveys and management
estimates have not been certified by an independent expert, and we cannot guarantee that a third party using different methods to assemble, analyze or compute market data would obtain or generate the same results. In addition, our competitors may define our markets
differently than we do.


|Presentation of our Financial Information
|-----------------------------------------

Unless otherwise indicated, all financial information in this annual report has been prepared in accordance with French GAAP. French GAAP differs in certain significant respects from US GAAP. For a discussion of principal differences between French GAAP and US
GAAP as they apply to us, see Operating and Financial Review and Prospects and note 29 to our audited financial statements included in this annual report.


In this annual report: (1) Fr or French franc refers to the former lawful currency of France prior to the introduction of the euro; (2) EUR or euro or € refers to the single currency of the participating


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member states (the Member States) in the Third Stage of European Economic and Monetary Union (EMU) of the Treaty Establishing the European Community, as amended from time to
time; and (3) $ or dollar refers to the lawful currency of the United States.

Some financial information in this annual report has been rounded and, as a result, the totals of the data presented in this annual report may vary slightly from the actual arithmetic totals of such information.


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PART 1

|ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|-------------------------------------------------------------

Not applicable.


|ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
|-----------------------------------------------

Not applicable.


|ITEM 3. KEY INFORMATION
|-----------------------

| |                          
| | -------------------------
| | A
Selected Financial Data

The following table presents selected historical consolidated financial information of Legrand Holding SA and Legrand SA, our predecessor, for the five years ended December 31, 2004. Selected historical consolidated financial information for us is presented as of
December 31, 2003 and 2004 and for each of the years then ended and as of December 31, 2002 and for the period from December 10, 2002 through December 31, 2002 and reflects the effects of purchase accounting adjustments recorded in connection with the acquisition of
Legrand SA by Legrand SAS. Prior to December 10, 2002, we had no operations of our own. Selected historical consolidated financial information as of December 31, 2000 and 2001 and for each of the years then ended and for the period from January 1, 2002 through
December 10, 2002 have been derived from the consolidated financial statements of Legrand SA, our predecessor. The audited consolidated financial statements of Legrand SA, our predecessor, and our audited consolidated financial statements were prepared in accordance with
French generally accepted accounting principles, French GAAP, which differ in certain significant respects from US GAAP. See note 29 to our audited consolidated financial statements and note 28 of Legrand SA financial statements for a description of the principal differences
between French GAAP and US GAAP as they relate to us and to Legrand SA, and a reconciliation of net income and shareholders equity for the periods and as of the dates therein indicated.


Legrands audited consolidated financial statements and selected historical consolidated financial information are reported in euro. Legrand SAs consolidated financial statements for the financial year ended prior to December 31, 2000 were originally prepared in French
francs prior to their conversion into euro. These French franc amounts have been converted into euro at the official conversion rate set on January 1, 1999 of Fr 6.55957 = €1.00. The comparative financial statements reported in euro as of and for the year ended December 31,
2000 depict the same trends as would have been presented if Legrand SA had continued to present financial statements in French francs. The use of this official conversion rate mentioned above, does not take into account the fact that the value of the French franc may have
been different before January 1, 1999. See Exchange Rate Information.


For more detailed financial information, please read Operating and Financial Review and Prospects and the audited consolidated financial statements of the Company and Legrand SA and the related notes.


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|                                                      |  | Predecessor            |        | Legrand Holding SA                            | 
|----------------------------------------------------- |  | ---------------------- | ------ | --------------------------------------------- | 
|                                                      |  | Year endedDecember 31, |        | Period fromJanuary 1, 2002throughDecember 10, | 
|                                                      |  | 2000                   |        | 2001                                          | 
|                                                      |  |                        |        |                                               | 
|                                                      |  | (€ in millions)        |       
|Consolidated Statement of Income Data                 |  |                        |        |                                               | 
|French GAAP                                           |  |                        |        |                                               | 
|Net sales                                             |  |                        | 2,799  |                                               | 
|Cost of goods sold                                    |  |                        | (1,539 | )                                             | 
|Administrative and selling expenses                   |  |                        | (677   | )                                             | 
|Research and development expenses                     |  |                        | (123   | )                                             | 
|Other operating income (expenses)                     |  |                        | (2     | )                                             | 
|Amortization of goodwill                              |  |                        | (29    | )                                             | 
|Operating income (loss)                               |  |                        | 429    |                                               | 
|Interest income (expense)                             |  |                        | (64    | )                                             | 
|Net income (loss)                                     |  |                        | 235    |                                               | 
|US GAAP                                               |  |                        |        |                                               | 
|Net sales                                             |  |                        | 2,768  |                                               | 
|Cost of goods sold                                    |  |                        | (1,537 | )                                             | 
|Administrative and selling expenses                   |  |                        | (677   | )                                             | 
|Research and development expenses                     |  |                        | (123   | )                                             | 
|Other operating income (expenses)                     |  |                        | 4      |                                               | 
|Amortization/impairment of goodwill                   |  |                        | (29    | )                                             | 
|Operating income (loss)                               |  |                        | 406    |                                               | 
|Net income (loss)                                     |  |                        | 225    |                                               | 
|                                                      |  |                        |        |                                               | 
|Consolidated Balance Sheet Data (as of end of period) |  |                        |        |                                               | 
|French GAAP                                           |  |                        |        |                                               | 
|Cash and cash equivalents                             |  |                        | 380    |                                               | 
|Marketable securities                                 |  |                        | 569    |                                               | 
|Working capital(1)                                    |  |                        | 546    |                                               | 
|Total assets                                          |  |                        | 4,819  |                                               | 
|Total debt(2)                                         |  |                        | 2,480  |                                               | 
|Total liabilities                                     |  |                        | 3,425  |                                               | 
|Capital stock                                         |  |                        | 53     |                                               | 
|Total shareholders equity                            |  |                        | 1,385  |                                               | 
|US GAAP                                               |  |                        |        |                                               | 
|Cash and cash equivalents                             |  |                        | 380    |                                               | 
|Marketable securities                                 |  |                        | 515    |                                               | 
|Working capital(1)                                    |  |                        | 495    |                                               | 
|Total assets                                          |  |                        | 5,373  |                                               | 
|Total debt(2)                                         |  |                        | 2,877  |                                               | 
|Total liabilities                                     |  |                        | 3,968  |                                               | 
|Capital stock                                         |  |                        | 53     |                                               | 
|Total shareholders equity                            |  |                        | 1,396  |                                               | 

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|                                                    |  | Predecessor                                          |        | Legrand Holding SA                            | 
|--------------------------------------------------- |  | ---------------------------------------------------- | ------ | --------------------------------------------- | 
|                                                    |  | Year endedDecember 31,                               |        | Period fromJanuary 1, 2002throughDecember 10, | 
|                                                    |  | 2000                                                 |        | 2001                                          | 
|                                                    |  |                                                      |        |                                               | 
|                                                    |  | (€ in millions, except ratios and per share amounts) |       
|Other Consolidated Financial Data                   |  |                                                      |        |                                               | 
|French GAAP                                         |  |                                                      |        |                                               | 
|Depreciation and amortization                       |  |                                                      | (194   | )                                             | 
|EBITDA(3)                                           |  |                                                      | 623    |                                               | 
|Adjusted EBITDA(4)                                  |  |                                                      | 623    |                                               | 
|Net cash provided by (used in) operating activities |  |                                                      | 244    |                                               | 
|Net cash provided by (used in) investing activities |  |                                                      | (1,061 | )                                             | 
|Net cash provided by (used in) financing activities |  |                                                      | 892    |                                               | 
|Ratio of earnings to fixed charges(5)               |  |                                                      | 3.23   |                                               | 
|Capital expenditures                                |  |                                                      | (234   | )                                             | 
|Cash dividends per common share                     |  |                                                      | 1.87   |                                               | 
|Cash dividends per preferred, non-voting share      |  |                                                      | 2.99   |                                               | 
|US GAAP                                             |  |                                                      |        |                                               | 
|Depreciation and amortization                       |  |                                                      | (194   | )                                             | 
|EBITDA(3)                                           |  |                                                      | 600    |                                               | 
|Adjusted EBITDA(4)                                  |  |                                                      | 600    |                                               | 
|Ratio of earnings to fixed charges(6)               |  |                                                      | 3.75   |                                               | 
|                                                    |  |                                                      |        |                                               | 

| | 
| | 

|* | For the period from December 10, 2002 to December 31, 2002, earnings were inadequate to cover fixed charges and the amount to cover the deficiency was €164 million under French GAAP and €161 million under US GAAP.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | Working capital is calculated as current assets less current liabilities.
|--- | -------------------------------------------------------------------------

|(2) | Total debt is calculated as the sum of short-term borrowings, long-term borrowings, the subordinated perpetual notes TSDIs, and the subordinated shareholders PIK loan.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | EBITDA means operating income plus depreciation of tangible assets and amortization of intangible assets. EBITDA is not a measurement of performance under GAAP and you should not consider EBITDA as an alternative to (a) operating income or net income (as determined in
accordance with generally accepted accounting principles) as a measure of our operating performance, (b) cash flows from operating, investing and financing activities (as determined in accordance with generally accepted accounting principles) as a measure of our ability to meet
cash needs or (c) any other measures of performance under GAAP. We believe that EBITDA is a measure commonly reported and widely used by investors and other interested parties as a measure of a companys operating performance and debt servicing ability because it assists
in comparing performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon accounting methods (particularly when acquisitions are involved) or non-operating factors (such as historical cost). Accordingly, this
information has been disclosed in this annual report to permit a more complete and comprehensive analysis of our operating performance relative to other companies and of our debt servicing ability. Because all companies do not calculate EBITDA identically, our presentation of
EBITDA may not be comparable to similarly titled measures of other companies.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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The following table provides a
      reconciliation of net cash flows from operating activities to EBITDA:


|                                                                                                 |  | Predecessor                                                    |     | Legrand
          Holding SA                            | 
|------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------- | --- | ------------------------------------------------------- | 
|                                                                                                 |  | Year
          endedDecember 31,                               |     | Period
          fromJanuary 1, 2002throughDecember 10, | 
|                                                                                                 |  | 2000                                                           |     | 2001                                                    | 
|                                                                                                 |  |                                                                |     |                                                         | 
|                                                                                                 |  | (€ in
          millions, except ratios and per share amounts) |    
|Net
            cash provided from operating activities                                          |  |                                                                | 244 |                                                         | 
|Non-operating
          expense (income), net                                                    |  |                                                                | 194 |                                                         | 
|Changes
          in operating assets and liabilities                                            |  |                                                                | 174 |                                                         | 
|Other                                                                                            |  |                                                                | 11  |                                                         | 
|EBITDA
            French GAAP                                                                   |  |                                                                | 623 |                                                         | 
|US
          GAAP reclassifications from non-operating income to operating income,
          net |  |                                                                | (23 | )                                                       | 
|EBITDA
            US GAAP                                                                       |  |                                                                | 600 |                                                         | 

| | 
| | 

|(4) | Adjusted EBITDA means EBITDA
          (see footnote (3) above) adjusted to exclude the non-recurring charges
          associated with certain purchase accounting adjustments. Specifically,
          Adjusted EBITDA excludes non-recurring income statement charges associated
          with the reversal of purchase accounting adjustments related to inventory.
          Adjusted EBITDA is not a measurement of performance under GAAP and
          you should not consider Adjusted EBITDA as an alternative to (a) operating
          income or net income (as determined in accordance with generally accepted
          accounting principles) as a measure of our operating performance, (b)
          cash flows from operating, investing and financing activities (as determined
          in accordance with generally accepted accounting principles) as a measure
          of our ability to meet cash needs or (c) any other measures of performance
          under GAAP. We believe that Adjusted EBITDA is a measure commonly reported
          and widely used by investors and other interested parties as a measure
          of a companys operating performance and debt servicing ability
          because it assists in comparing performance on a consistent basis without
          regard to depreciation and amortization, which can vary significantly
          depending upon accounting methods (particularly when acquisitions are
          involved) or non-operating factors (such as historical cost). Accordingly,
          this information has been disclosed in this annual report to permit
          a more complete and comprehensive analysis of our operating performance
          relative to other companies and of our debt servicing ability. Because
          all companies do not calculate Adjusted EBITDA identically, our presentation
          of Adjusted EBITDA may not be comparable to similarly titled measures
          of other companies. The following table provides a reconciliation of
          EBITDA (see footnote (3) above) and Adjusted EBITDA, as defined:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|                                                                                                |  | Predecessor                                                    |     | Legrand
          Holding SA                            | 
|----------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------- | --- | ------------------------------------------------------- | 
|                                                                                                |  | Year
          endedDecember 31,                               |     | Period
          fromJanuary 1, 2002throughDecember 10, | 
|                                                                                                |  | 2000                                                           |     | 2001                                                    | 
|                                                                                                |  |                                                                |     |                                                         | 
|                                                                                                |  | (€ in
          millions, except ratios and per share amounts) |    
|EBITDA
            French GAAP (see footnote (3) above)                                         |  |                                                                | 623 |                                                         | 
|Reversal
          of purchase accounting adjustment to inventory                               |  |                                                                |    |                                                         | 
|Adjusted
            EBITDA French GAAP                                                         |  |                                                                | 623 |                                                         | 
|US
          GAAP reclassification from non-operating income to operating income,
          net |  |                                                                | (23 | )                                                       | 
|Adjusted
            EBITDA US GAAP                                                             |  |                                                                | 600 |                                                         | 
|                                                                                                |  |                                                                |     |                                                         | 
|                                                                                                |  |                                                                |     |                                                         | 

| | 
| | 

|(5) | For the purposes of computing
          the French GAAP ratio of earnings to fixed charges, (i) earnings consist
          of French GAAP income before taxes, minority interests and equity in
          earnings of investees plus distributed income of equity investees and
          fixed charges, less capitalized interest, and (ii) fixed charges consist
          of total French GAAP interest costs (whether expensed or capitalized),
          including discounts provided to customers for the years 2000, 2001
          and 2002, plus interest expense of equity investees and interest included
          in rental expenses.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | For purposes of computing
          the US GAAP ratio of earnings to fixed charges, (i) earnings consist
          of US GAAP income before taxes, minority interests and equity
          in earnings of investees plus distributed income of equity investees,
          fixed charges and amortization of capitalized interest, less capitalized
          interest, and (ii) fixed charges consist of total US GAAP interest
          costs (whether expensed or capitalized) plus interest included in rental
          expenses.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                         
|-------------------------
|Exchange rate information

Since January 1, 2001, we, and
      Legrand SA, our predecessor, have prepared and published our consolidated
      financial statements in euro. Our consolidated financial statements for
      2000 were originally prepared in French francs and later converted into
      euro. These French franc amounts have been converted into euro at the official
      conversion rate set on January 1, 1999 of Fr 6.55957 = €1.00. The
      use of this official conversion rate does not give effect to differences
      in the relative exchange rates for French franc and euro before January
      1, 1999, the date on which the French franc/euro exchange rate was fixed.


The table below shows certain noon-buying
      rate information for euro/dollar exchange rates from January 1, 2000
      through December 31, 2004. This exchange rate information is provided only
      for your convenience and does not represent the exchange rates used by
      us in the preparation of our consolidated financial statements.


|Period                                 |  | At
          end ofPeriod |      | Average(1)Rate |  | High |  | Low |     
|-------------------------------------- |  | ------------------------- | ---- | -------------- |  | ---- |  | --- | ----
|                                       |  |                           |      |                |  |      |  |     |     
|                                       |  | (€/$)                     |     
|Year
          ended December 31, 2000 |  |                           | 1.06 |                |  | 1.09 |  |     | 1.18
|Year
          ended December 31, 2001 |  |                           | 1.12 |                |  | 1.12 |  |     | 1.18
|Year
          ended December 31, 2002 |  |                           | 0.95 |                |  | 1.06 |  |     | 1.16
|Year
          Ended December 31, 2003 |  |                           | 0.79 |                |  | 0.89 |  |     | 0.97
|Year
          Ended December 31, 2004 |  |                           | 0.74 |                |  | 0.81 |  |     | 0.85
|                                       |  |                           |      |                |  |      |  |     |     

| | 
| | 

|(1) | The average rate for the
          euro is calculated as the average of the month-end figures for the
          relevant year-long period.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

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| | B   Capitalization
              and indebtedness.
| | --------------------------------------------------

Not applicable.


| | C   Reasons for the
              offer and use of proceeds.
| | ------------------------------------------------------------

Not applicable.


| | D   Risk factors
| | ----------------

|                                                 
|-------------------------------------------------
|Risk Factors Relating
            to our Business

|                                                                                                                                                                                                                                            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Because we supply
              our products to building contractors and electricians participating
              in the building sector, adverse economic conditions affecting the
              building sector might adversely affect us.

Demand for our products is determined
      principally by the extent to which electricians and building contractors
      request our products from distributors, which in turn is primarily determined
      by the rate of construction of new residential, commercial and industrial
      buildings and the levels of activity relating to the renovation and maintenance
      of existing buildings. Activity levels in the construction, renovation
      and maintenance sectors are sensitive to changes in general economic conditions.
      As is customary for our business and our industry, we do not typically
      have a significant backlog of customer orders which would help us to accurately
      predict future demand for our products.


Our profitability is vulnerable
      to a downturn in sales volume due to our fixed cost base. Consequently,
      generalized or localized downturns in the economies in which we offer our
      products could have an adverse effect on our business, financial condition,
      results of operations and cash flows. If the worldwide economic conditions
      deteriorate, our ability to generate cash flows sufficient to reduce our
      debt, or, in certain circumstances, to service our debt, could be impaired.


|Because we have to
              adapt our products to be in compliance with varying national standards
              and regulations, changes in existing or future regulations or the
              introduction of international or national standards could increase
              our costs.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our products, which are sold in
      more than 160 national markets, are subject to regulation in each of those
      markets, as well as to various supranational regulations. Those regulations
      include trade restrictions, tariffs, tax regimes and product safety standards.
      Changes to any of these regulations or standards and their applicability
      to our business could lead to lower sales or increased operating costs,
      which would result in lower profitability and earnings. For example, the
      application of existing or new trade restrictions or tariffs to our products
      could lead to a decline in our export sales, which in turn would cause
      us to record lower net sales.


In addition, our products are subject
      to quality and safety controls and regulations, and are governed by both
      national and supranational standards, such as EU directives, and product
      norms and standards adopted by international organizations such as the
      European Committee for Electrotechnical Standardization and the International
      Electrotechnical Commission. The quality and safety standards to which
      we are subject may change or may be applied more stringently, and we may
      be required to make capital expenditures or implement other measures to
      ensure compliance with any such new or more stringent standard.


We cannot estimate reliably the
      amount and timing of all future expenditures related to complying with
      any of these regulations or standards, in part because of the difficulty
      in assessing the nature of regulations in jurisdictions in which we do
      not yet have material operations and future regulations in jurisdictions
      in which we presently have material operations. We cannot assure you that
      we have been or will be at all times in complete compliance with all such
      regulatory requirements or standards, that we will not incur material costs
      or liabilities in order to ensure compliance with such regulatory requirements
      in the future or that we will be able to fund any such future liabilities.




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|Our competitors may
              have more significant financial and marketing resources and therefore
              may be able to introduce new products and systems quicker and at
              lower prices than us. This could reduce our market share.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The market for our products is
      highly competitive in terms of pricing, product and service quality, new
      product development and new product launch timing. Our competitors range
      from highly specialized, local, small or medium-sized companies (see Business
      Overview  Competition) to divisions of large-scale conglomerates,
      such as Schneider, ABB Asea Brown Boveri Ltd., Siemens A.G., General Electric
      Company, Matsushita Group, Hubbell Inc., Thomas & Betts Corp., Eaton
      Corp. and Cooper Industries, Inc., which may, due to their size, have superior
      financial and marketing resources compared to us . Our competitors may
      be able to launch products with superior capabilities or at lower prices,
      to integrate products and systems more effectively than we do, to secure
      long-term agreements with some of our customers or to acquire companies
      targeted for acquisition by us. We may lose business if we do not match
      the prices, technologies or quality offered by our competitors or if we
      do not take advantage of new business opportunities through acquisitions,
      which could lead to a decline in our sales or profitability. Furthermore,
      we must commit resources before launching a new or upgraded product line,
      which, if not as successful as expected, might not generate sales sufficient
      to recoup the expenses incurred.


In particular, large-scale competitors
      may be better positioned to develop superior product features and technological
      innovations or to exploit the market trend towards combining traditional
      lighting equipment with computerized systems that operate applications
      such as light, ventilation, heating, air conditioning or alarms or other
      security systems. These competitors may be better able to fund investment
      in product development in order to offer high technology electrical equipment
      and we may be required to obtain financing on disadvantageous terms to
      fund the required investments in order to compete with the new products
      launched by these competitors. In addition, as the market for our products
      evolves towards combined packages of traditional lighting equipment and
      computerized systems, increased competition from new entrants may lead
      to a decline in our sales, a loss of market share or an increase in our
      costs, such as sales and marketing expenses and research and development
      costs.


Any increase in competition in
      our markets, or any activities by our competitors, including the activities
      mentioned above, could lead to a decline in our sales and/or an increase
      in our costs, which could have an adverse effect on our business, financial
      condition, results of operations and cash flows.


|Certain of our products
              are more price driven than feature driven and in some markets,
              imported lower cost products sold by our competitors may sell better
              than our products with enhanced qualities. This could significantly
              affect our revenues generated from sales of such products and we
              may not be able to recover the costs spent on the development of
              these products.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We typically manufacture products
      close to or within the market in which they are sold. As a consequence,
      in 2004 we realized approximately 80% of our net sales through subsidiaries
      located in Western European countries and in the United States and Canada.
      Production costs in those countries are generally higher, in particular
      labor costs and costs of real estate, compared to production costs in other
      economies. Consequently, in markets where demand is driven more by price
      than end-user appeal or product features, imports of lower-cost products
      manufactured in other countries and sold at lower prices, including counterfeited
      products, may lead to a decrease in our market share, or a decrease in
      the average selling price of our products, or both.


For example, in the United Kingdom,
      where we generated approximately three percent of our net sales in 2004,
      we believe that the market for products and systems for low-voltage electrical
      installations has become relatively commoditized, with competition based
      on price rather than product features or end-user appeal. If other geographic
      markets experience similar trends, we would be at a competitive disadvantage.


To a lesser extent, our profitability
      in countries where our products benefit from relatively higher gross margins
      could also be adversely affected by imports from neighboring countries
      with the same product standards but in which the same or similar products
      are sold at lower prices.




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These factors may cause our revenues
      to decline, which could have an adverse effect on our business, financial
      condition, results of operations and cash flows.


|Our revenues may
              be adversely affected by increases in our cost of production materials.
|------------------------------------------------------------------------------------------------------

Approximately €856 million
      of our cost of goods sold in 2004 (of total costs amounting to approximately €1,575
      million) related to production materials. Production materials consist
      of raw materials (mainly plastics and metals), which accounted for approximately
      36% of the production materials in 2004, and other types of production
      materials, such as parts, components and semi-finished and finished products,
      which accounted for approximately 64% of production materials in 2004.
      Increases in our cost of production materials may not necessarily be passed
      on to our customers through price increases. Our costs could increase without
      an equivalent increase in sales, which in turn could affect our profitability
      and cash flows.


|We may incur environmental
              liability and capital costs in connection with our past, present
              and future operations.
|----------------------------------------------------------------------------------------------------------------------------------------------

Our activities, like those of similar
      companies, are subject to extensive and increasingly stringent environmental
      laws and regulations in each jurisdiction where we operate regarding, among
      other things, air emissions, asbestos, noise, the protection of employee
      health and safety, the use and handling of hazardous waste or materials,
      waste disposal practices and the remediation of environmental contamination.


We may be required to pay potentially
      significant fines or damages as a result of past, present or future violations
      of applicable environmental laws and regulations even if these violations
      occurred prior to the acquisition of companies or operations by us. Courts
      or regulatory authorities may also require, and third parties may seek
      to require, us to undertake investigations, remedial activities or both
      regarding either current or historical contamination at current facilities,
      former facilities or offsite disposal facilities. Courts or regulatory
      authorities may also require, and third parties may seek to require, us
      to curtail operations or close facilities temporarily or permanently in
      connection with applicable environmental laws and regulations. We could
      also become subject to claims for personal injury, property damage or violations
      of environmental law. Any of these actions may harm our reputation and
      adversely affect our financial condition, results of operations and cash
      flows. We have made and will continue to make capital and other expenditures
      to comply with applicable environmental laws and applicable regulations
      as they continue to change. If we are unable to recover these expenditures
      through higher prices, our profitability or cash flows could decline.


Moreover, regulatory authorities
      could suspend our operations if we fail to comply with relevant regulations,
      and may not renew the permits or authorizations we require to operate.
      They also could mandate upgrades or changes to our manufacturing facilities
      that could result in significant costs to us.


|We may incur liability
              and costs in connection with potential claims relating to asbestos.
|--------------------------------------------------------------------------------------------------------

In the second half of 2001, approximately
      180 current and former employees of BTicino SpA. (BTicino), our primary
      Italian subsidiary, commenced two class actions and three individual suits
      against the Italian social security agency for early retirement payments
      citing alleged exposure to asbestos during the manufacture of products
      at our Torre del Greco facility. BTicino, as the employer, is a party to
      the suit, as is customary under Italian law. Pursuant to Italian law, if
      the employees prove long-term (at least 10 years) exposure to asbestos,
      they may be entitled to retire early and, as a result, could receive higher
      retirement payments over the course of their retirement. Although the early
      retirement payments would be payable by the Italian social security agency,
      we cannot assure you that the Italian social security agency will not seek
      a contribution from us for all or a portion of the payments. Further, regardless
      of whether the employees are successful in their claim for early retirement
      payments, they may also commence personal injury claims against us relating
      to damages they could allege to have suffered. Should any employee proceed
      with such claims, we could incur significant costs defending against such
      claims and could be required to pay potentially significant damage awards.
      Our potential exposure in Italy would depend, among other things, on the
      type and scope of asbestos damage claims asserted against us (which have
      not yet been asserted). As a result, we cannot estimate our potential exposure
      with respect to asbestos claims, and there can be no


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assurance that such claims will not,
    individually or in the aggregate, have a material adverse effect on our business,
    financial condition and cash flows.

|Diverse political,
              legal, economic and other factors affecting the markets where we
              operate could adversely affect us.
|--------------------------------------------------------------------------------------------------------------------------------------------------

We have production and/or distribution
      subsidiaries and offices in more than 60 countries. We sell our products
      in more than 160 national markets. As a consequence, our business is subject
      to risks related to differing political, legal, regulatory and economic
      conditions and regulations. These risks generally apply to most of the
      geographic markets in which we operate and include among others:


| |  | fluctuations in currency
          exchange rates (including the dollar/euro exchange rate) and currency
          devaluations;
| | - | --------------------------------------------------------------------------------------------------------------------------------

| |   |                                                       
| | - | ------------------------------------------------------
| |  | restrictions on the repatriation
          of capital;

| |   |                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | differences and unexpected
          changes in regulatory environments, including environmental, health
          and safety, local planning, zoning and labor laws, rules and regulations;

| |   |                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------
| |  | the introduction or application
          of more stringent product norms and standards and associated costs;

| |   |                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | varying tax regimes which
          could adversely affect our results of operations or cash flows, including
          regulations relating to transfer pricing and withholding taxes on remittances
          and other payments by our subsidiaries and joint ventures;

| |   |                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------
| |  | exposure to different legal
          standards and enforcement mechanisms and the associated cost of compliance
          therewith;

| |   |                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------
| |  | difficulties in attracting
          and retaining qualified management and employees or rationalizing our
          workforce;

| |   |                                                                     
| | - | --------------------------------------------------------------------
| |  | tariffs, duties, export
          controls and other trade barriers;

| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| |  | longer accounts receivable
          payment cycles and difficulties in collecting accounts receivable;

| |   |                                                                                    
| | - | -----------------------------------------------------------------------------------
| |  | limited legal protection
          and enforcement of intellectual property rights;

| |   |                                                                                   
| | - | ----------------------------------------------------------------------------------
| |  | recessionary trends, inflation
          and instability of the financial markets;

| |   |                                     
| | - | ------------------------------------
| |  | higher interest rates;
          and

| |   |                                                                                               
| | - | ----------------------------------------------------------------------------------------------
| |  | political instability (in
          particular, in Latin America) and the possibility of wars.

We cannot assure you that we will
      be able to develop and implement systems, policies and practices to effectively
      insure against or manage these risks or that we will be able to ensure
      compliance with all the applicable regulations without incurring additional
      costs. If we are not able to do so, our business, financial condition,
      results of operations and cash flows could be adversely affected.


|Unfavorable currency
              exchange rate fluctuations (in particular between the dollar and
              the euro) and interest rate fluctuations could adversely affect
              us.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                
|----------------
|Foreign exchange

We have foreign currency denominated
      assets, liabilities, revenues and costs. To prepare our consolidated financial
      statements we must translate those assets, liabilities, revenues and costs
      into euro at then-applicable exchange rates. Consequently, increases and
      decreases in the value of the euro versus these other currencies will affect
      the amount of these items in our consolidated financial statements, even
      if their value has not changed in their original currency. These translations
      could result in significant changes to our results of operations from period
      to period.


In addition, to the extent that
      we incur expenses that are not denominated in the same currency as related
      revenues, exchange rate fluctuations could cause our expenses to increase
      as a percentage of net sales, affecting our profitability and cash flows.
      Whenever we believe it appropriate, we seek to achieve natural


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hedges by matching funding costs
    to operating revenues in each of the major currencies in which we operate.
    However, these activities are not always sufficient to protect us against
    the consequences of a significant fluctuation in exchange rates on our results
    of operations and cash flows.

We estimate that, all other things
      being equal, a further 10% increase in the exchange rate of the euro against
      all other currencies in 2004 would have resulted in a decrease in our sales
      of approximately €107 million and a decrease in our operating
      income of approximately €9 million for the year ended December 31,
      2004.


|Interest rates
|--------------

We are exposed to risks associated
      with the effect of changing interest rates. We manage this risk by using
      a combination of fixed and variable rate debt and through hedging arrangements.
      As of December 31, 2004, we had approximately €928.3 million of fixed
      rate debt and €1,145.6 million of floating rate debt. With respect
      of €800 million of the floating rate debt, we entered into arrangements
      capping the interests rates at 3.7%.


Additional risks arising out of
      our use of derivative instruments include the risk that a counterparty
      to a derivative arrangement could default on its obligations, that a counterparty
      could terminate the arrangement for cause, that we could be required to
      post cash- collateral to cover liabilities arising from interest rate movements
      and that we may have to pay costs, such as transaction fees or breakage
      costs, if we terminate an arrangement.


The swap agreements entered into
      between Legrand SA and third party credit institutions, provide that the
      swap counterparty may demand that Legrand SA posts collateral into a pledged
      account equal to Legrand SAs net liability under the relevant swap
      agreements determined on a marked-to-market basis pursuant to the terms
      of the relevant collateral arrangements.


As of December 31, 2004, we had €27.0million
      of restricted cash pledged against existing derivative arrangements. It
      is possible that we may be required to provide additional cash collateral
      in excess of amounts on deposit. We may not have sufficient funds available
      from other sources to satisfy those cash collateralization obligations.
      See Operating and Financial Review and Prospects  $400 million
      8.5% Yankee bonds due February 15, 2025.


|Our products could
              contain defects, fail to operate properly or cause harm to persons
              and property, which could result in us spending significant resources
              on product recalls and repairs and for payment of damages for any
              harm caused by our products as well as loss of revenues and harm
              to our reputation.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Regardless of testing, our products
      might not operate properly or might contain errors and defects, particularly
      when the first products of a new range or enhanced products are introduced.
      Such errors and defects could cause injury to persons and/or damage to
      property and equipment. These accidents could result in product liability
      claims, loss of revenues, warranty claims, costs associated with product
      recalls, litigation, delay in market acceptance or harm to our reputation
      for safety and quality. We cannot guarantee that we will not face material
      product liability claims or product recalls in the future, or that we will
      be able to successfully dispose of any such claims or effect any such product
      recalls within acceptable costs. Moreover, a material product liability
      claim or product recall, even if successfully concluded at nominal cost,
      could have a material adverse effect on our reputation for safety and quality.
      Any successful product liability claims or product recalls could have an
      adverse effect on our business, financial condition, results of operations
      and cash flows.


From time to time we are party
      to litigation in the ordinary course of business which may impact our results
      of operations. For further details please see Item 4.


|The interests of
              the shareholders of Lumina Parent, our indirect parent company,
              could conflict with the interest of the holders of the notes.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We cannot assure you that the interests
      of the shareholders of Lumina Parent will not conflict with your interests.
      The investors agreement among the shareholders of Lumina Parent provides
      that certain actions by


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us or our subsidiaries, including
    Legrand SA, will require special shareholder approvals, including the approval
    of each of KKR and Wendel. These actions include, among other things, any
    re- capitalization, merger, sale, listing or initial public offering, joint
    venture or payment of dividend to be undertaken by us or any of our subsidiaries
    (including the payment of dividends which could be necessary to fund payments
    by Legrand SAS. on the subordinated inter-company funding loan and, in turn,
    payments by us on the notes). Furthermore, these shareholders and our directors
    may cause us to incur additional indebtedness or pursue acquisitions, divestitures
    or other transactions that could enhance the value of their equity investment,
    even though those transactions may involve risks to the holders of the notes.
    In addition, our three principal executive officers have agreed pursuant
    to the Lumina Management Shareholders Agreement not to take any action
    which would frustrate the intents and purposes of the investors agreement.
    See Major Shareholders and Related Party Transactions  Other
    Equity Arrangements.

|                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------
|The development and
              success of our products depends on our ability to protect our intellectual
              property against competitors.

Our future success depends to an
      extent on the development and maintenance of our intellectual property
      rights, particularly our Legrand and BTicino names. Third parties may infringe
      our intellectual property rights, and we may expend significant resources
      monitoring, protecting and enforcing our rights. If we fail to protect
      or enforce our intellectual property rights, our competitive position could
      suffer, which could have an adverse effect on our business, financial condition,
      results of operations and cash flows.


Furthermore, we cannot assure you
      that our activities will not infringe on the proprietary rights of third
      parties. If we were to infringe the proprietary rights of third parties,
      we could be subject to claims for damages and could be prevented from using
      the contested intellectual property.


|We may be adversely
              affected by our reliance on our two largest distributors.
|-------------------------------------------------------------------------------------------

We derive a significant portion
      of our revenues from sales to our two largest distributors-Sonepar and
      Rexel. Our sales to Sonepar and Rexel represented approximately 26% of
      our net sales during each of the fiscal years 2002, 2003 and 2004, respectively.


We, like our competitors, enter
      into short-term agreements with our distributors. As a result, our customers
      have no long-term contractual obligation to purchase our products. Due
      to the nature of our relationship with these distributors, we often have
      significant receivables outstanding from Sonepar and Rexel which we might
      not be able to recover were either of them to become bankrupt or insolvent.
      We cannot guarantee that we will continue to maintain our relationship
      with Sonepar and Rexel or that in the event that these relationships were
      terminated, contractors and end-users would continue to purchase our products
      through alternative distribution channels. The loss of our relationship
      with Sonepar and/or Rexel could have a material adverse effect on our business,
      financial condition, results of operations and cash flows.


|Our key personnel
              have been with us on average for over 20 years as a result of which
              they have extensive knowledge of our business and industry generally.
              Their loss would constitute a loss of valuable industry and company
              know-how and could have an adverse effect on us.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our continued success is dependent
      on the ongoing services of our executive officers and other key employees
      and our ability to continue to attract, motivate and retain highly qualified
      personnel. The loss of key personnel would result in loss of key know-how
      and in our competitors potentially being able to obtain sensitive market
      information. The loss of the services of these individuals could adversely
      affect our ability to retain key customers, to continue to develop important
      product improvements or to implement our strategies. This could have an
      adverse effect on our business, financial condition, results of operations
      and cash flows.


|We may seek to expand
              our business partly through acquisitions which involve numerous
              risks and could have an adverse effect on us.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------

Our growth strategy relies in part
      on the acquisition of local manufacturers that provide new technologies,
      new product lines, access to new markets and/or synergies with our existing
      operations. We may not successfully identify appropriate candidates, consummate
      transactions on terms satisfactory to us,


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integrate acquired businesses, technologies
    or products, effectively manage newly acquired operations or realize cost
    savings anticipated in connection with the transactions. Furthermore, we
    may be unable to arrange financing for acquired businesses (including acquisition
    financing) on favorable terms and we may elect to fund acquisitions with
    cash otherwise allocated for other uses in our existing operations. We also
    may experience problems in integrating acquired businesses, including possible
    inconsistencies in systems and procedures (including accounting systems and
    controls), policies and business cultures, the diversion of management attention
    from day-to-day business, the departure of key employees and the assumption
    of liabilities, such as environmental liabilities. Any of the foregoing could
    have a significant negative impact on our business, financial condition,
    results of operations and cash flows.

|If we do not manage
              our component and products inventory successfully, we may incur
              additional costs or lose customers which would have a negative
              effect on our results of operations.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In order to simplify management
      of our increasing number of products, we have implemented a number of inventory
      management initiatives and have increased the number of standardized components
      used in our products. Our future efforts to de-leverage will depend, in
      part, on our continuing ability to implement improvements in management
      of working capital, including inventory reduction programs. If our inventory
      management initiatives are unsuccessful, we might face unavailability of
      products, a deterioration in the quality of our customer service or increases
      in the cost of maintaining and carrying inventory. Failure to successfully
      manage our inventory would have an adverse effect on our business, financial
      condition, results of operations and cash flows.


|Some of our main
              operating facilities are located in jurisdictions which have extensive
              employment and labor laws which could adversely affect our ability
              to effect restructurings or to implement other workforce related
              measures aimed at improving our profitability.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Labor and employment laws are relatively
      stringent in certain jurisdictions where we operate and, in some cases,
      grant significant job protection to certain employees and temporary employees,
      including rights on termination of employment. In certain countries where
      we operate our employees are members of unions or where required by law
      are represented by a works council. We may be required to consult
      and seek the consent or advice of the representatives of these unions and/or
      respective works councils. These regulations and laws coupled with
      the need to consult with the relevant unions or works councils could
      have a significant impact on our operations.


|We may have unfunded
              liabilities with respect to the pension plans and other post-retirement
              benefit obligations of our subsidiaries.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------

Our subsidiaries have obligations
      to their employees relating to retirement and other end of contract indemnities
      in the majority of the countries where we operate. In France, retirement
      indemnities arise pursuant to labor agreements, internal conventions and
      applicable local law requirements. Pursuant to the relevant provisions
      of French law, there is no legal requirement to maintain assets to fund
      these liabilities. As of December 31, 2004, the amount of pensions to be
      paid to the French members of our senior management responsible for day-to-day
      operations pursuant to specific employment agreements which are neither
      funded nor covered by insurance policies amounted to approximately €10.2
      million. Although we believe that we maintain insurance coverage sufficient
      and customary for businesses that are similar to ours, there can be no
      assurance that we will continue to maintain this insurance policy in the
      future or that the insurance policy will be sufficient to cover our future
      retirement and end of contract obligations and indemnities.


In the United States and the United
      Kingdom, liabilities arise pursuant to labor agreements, pension schemes
      and plans, and other employee benefit plans. As of December 31, 2004, such
      liabilities, including those related to post-retirement benefits other
      than pensions, were under-funded by approximately €41.4million in
      the aggregate. Although we currently do not intend to terminate any of
      these pension plans or schemes, in the event they were to be terminated
      the liabilities associated therewith would be significantly higher. With
      respect to the pension plans or schemes which we are not required by applicable
      law to fund, we intend to satisfy such liabilities from our general assets
      and cash flows.




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In Italy, pension plans and post-retirement
      benefit liabilities arise pursuant to national collective bargaining agreements.
      We do not fund our retirement and end-of-contract indemnities in Italy.
      As of December 31, 2004, these liabilities amounted to €52.4 million.


In countries other than France,
      the United States, the United Kingdom and Italy, retirement and end-of-contract
      indemnities arise pursuant to applicable local law requirements and specific
      pension arrangements, and were in the aggregate equal to €8.7 million
      as of December 31, 2004. As of December 31, 2004 these obligations were
      under-funded by an aggregate amount of €6.0 million.


If the amounts with respect to
      our end-of-contract indemnities and post-retirement benefits were to become
      due and payable and the insurance and annuity contracts and other plan
      assets that we have entered into with respect to these liabilities, to
      the extent that we have obtained insurance, annuity contracts and or plan
      assets, were not sufficient to cover such liabilities, we could be required
      to make significant payments with respect to such end-of-contract indemnities
      and post-retirement benefits to our employees. Any such payments could
      have an adverse effect on our business, financial condition, results of
      operations and cash flows.


|Certain of our operating
              and holding companies may be liable for the repayment of the debts
              of their subsidiaries.
|----------------------------------------------------------------------------------------------------------------------------------------------

We operate our business through
      a series of holding and operating companies world-wide. We seek to organize
      our subsidiaries in corporate forms that are tax-efficient and otherwise
      facilitate the efficient management of our operations. Certain of our subsidiaries
      are organized in such a way that their parent companies and holding companies
      may be liable for the liabilities of these subsidiaries. In some of these
      jurisdictions, a court order commencing proceedings against such a subsidiary
      may extend to the parent or holding company of the subsidiary, in some
      cases automatically. For example, one of our material French subsidiaries,
      Legrand SNC, is a wholly-owned subsidiary of Legrand SA and is a managed
      partnership, a French société en nom collectif,or
      SNC. A SNC is a legal entity managed by two or more partners (individuals
      or legal entities) where each partner is personally jointly and severally
      liable for the liabilities of the entity. In the event that Legrand SNC
      becomes unable to pay its debts out of its available assets, the court
      order commencing bankruptcy proceedings against Legrand SNC would extend
      to Legrand, potentially enabling the creditors of Legrand SNC to be paid
      out of the assets of Legrand. Similar insolvency laws apply to our primary
      Italian subsidiary, BTicino.


|Changes to tax laws
              could affect our results of operations and cash flows.
|----------------------------------------------------------------------------------------

Changes in the effective tax rate
      applicable to our subsidiaries resulting either from changes in tax laws
      applicable to our operations, or future acquisitions and/or restructurings
      that impact the tax treatment of our group, could have a negative impact
      on our results of operations or cash flows. The French tax authorities
      discussed potential significant changes to existing tax rules, which would
      preclude the deduction of all or part of the interest charges arising in
      connection with the debt incurred in connection with the financing of the
      acquisition of shares of other companies. The changes were, however, not
      enacted in the Finance Act for 2005, and there has been no further indication
      as to if and when the French tax authorities may seek to have such changes
      enacted. It is also not clear at this stage whether any of these changes
      would apply to the acquisition of Legrand SA by Legrand SAS.


|Risks Relating to the
            Notes
|---------------------------------------

|                                                                                                                                                                                        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Our substantial debt
              could adversely affect our financial condition or results of operations
              and prevent us from fulfilling our obligations under the notes.

We have a significant amount of
      debt. As of December 31, 2004, we had €3,347 million of gross debt
      on a consolidated basis.


Our substantial debt could have
      important consequences to you as a holder of the notes. For example, it
      could:




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| |  | make it more difficult
          for us to satisfy our obligations with respect to the notes and for
          Legrand SAS to satisfy its obligations under the subordinated inter-company
          funding loan;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | require us to dedicate
          a substantial portion of our cash flows from operations to payments
          on our debt, which will reduce our funds available for working capital,
          capital expenditures, research and development and other general corporate
          purposes;

| |   |                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | limit our flexibility in
          planning for, or reacting to, changes in distribution or marketing
          of our products, customer demands and competitive pressures in the
          industries we serve;

| |   |                                                       
| | - | ------------------------------------------------------
| |  | limit our ability to carry
          out acquisitions;

| |   |                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------
| |  | place us at a competitive
          disadvantage compared to our competitors that have less debt than we
          do;

| |   |                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | increase our vulnerability,
          and reduce our flexibility to respond, to general and industry-specific
          adverse economic conditions; and

| |   |                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------
| |  | limit our ability to borrow
          additional funds and increase the cost of any such borrowing.

We may incur substantial additional
      debt in the future. The terms of our facility agreement and the indenture
      restrict but do not prohibit us from incurring additional debt.


|We require a significant
              amount of cash to service our debt. Our ability to generate sufficient
              cash depends on many factors beyond our control.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our ability to make payments on
      and to refinance our debt, and to fund working capital, research and development
      and capital expenditures, depends on our operating performance and ability
      to generate sufficient cash. This depends, to some extent, on general economic,
      financial, competitive, market, legislative, regulatory and other factors,
      many of which are beyond our control, as well as the other factors discussed
      in these Risk Factors.


Historically, we met our debt service
      and other cash requirements with cash flows from operations, commercial
      paper programs, bank overdrafts and long-term borrowings (primarily in
      the form of the $400 million 8.5% Yankee bonds due February 15, 2025
      and the subordinated perpetual notes, or TSDIs). As a result of the
      acquisition of Legrand SA by Legrand SAS in December 2002 and related financing
      transactions, however, our debt service requirements have increased significantly
      and we no longer benefit from access to the commercial paper market to
      fund our short-term liquidity needs. Although we believe that our expected
      cash flows from operations, together with available borrowings, continue
      to be adequate to meet our anticipated liquidity and debt service requirements,
      we cannot assure you that our business will continue to generate sufficient
      cash flows from operations or that future debt and equity financing will
      be available to us in amounts sufficient to enable us to pay our debts
      when due, including the notes, or to fund our other liquidity needs. See Operating
      and Financial Review and Prospects.


If our future cash flows from operations
      and other capital resources are insufficient to pay our obligations as
      they mature or to fund our liquidity requirements, we may be forced to
      among other things:


| |  | reduce or delay our business
          activities, capital expenditures and/or research and development;
| | - | --------------------------------------------------------------------------------------------------------

| |   |             
| | - | ------------
| |  | sell assets;

| |   |                                                       
| | - | ------------------------------------------------------
| |  | obtain additional debt
          or equity capital; or

| |   |                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------
| |  | restructure or refinance
          all or a portion of our debt, including the notes, on or before maturity.

We cannot assure you that we would
      be able to accomplish any of these alternatives on a timely basis or on
      satisfactory terms, if at all. In addition, the terms of our existing debt,
      including the notes and the credit facility, and any future debt, may limit
      our ability to pursue any of these alternatives.




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|We and Legrand SAS
              must rely on payments from Legrand SA and its subsidiaries to fund
              payments on the notes, and Legrand SA and its subsidiaries might
              not be able to make payments to us in some circumstances. The notes
              are structurally subordinated to indebtedness of our subsidiary
              Legrand SAS.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We are a holding company that conducts
      no business operations, and has no significant assets other than the shares
      we hold in Legrand SAS and the subordinated inter-company funding loan.
      The payments on the notes are funded with payments received by us pursuant
      to the subordinated inter-company loan made by us to Legrand SAS. If Legrand
      SAS fails to make scheduled payments on the subordinated inter-company
      funding loan, we do not have other sources of funds with which to make
      payments to you.


Legrand SAS is a holding company
      and does not directly conduct any business operations. Legrand SASs
      only significant assets are the shares it holds in Legrand SA. We do not
      expect Legrand SAS to have, over the course of the life of the notes, any
      sources of funds that would allow Legrand SAS to make payments to us on
      the subordinated inter-company funding loan or to otherwise make distributions
      to us other than funds lawfully distributed by subsidiaries of Legrand
      SAS.


You do not have any direct claim
      on the cash flows of Legrand SASs operating subsidiaries. No operating
      subsidiaries have guaranteed the payment of principal and interest on the
      notes and, therefore, such subsidiaries have no obligation, contingent
      or otherwise, to pay amounts due under the notes or to make funds available
      to us or Legrand SAS for these payments.


At each payment date in relation
      to our and Legrand SASs indebtedness, we need to evaluate the most
      cost-effective method available for upstreaming funds from Legrand SA and
      its subsidiaries. Such funds could be made available by way of inter-company
      loan, advance, dividend, payment of interest, returns on investments or
      any other type of distribution permitted by law and the inter-creditor
      deed. However, the ability of our subsidiaries to make certain distributions
      may be limited by financial assistance rules, corporate benefit laws and
      other legal restrictions which, if violated, might require the recipient
      to refund unlawful payments. In particular, under corporate law (including
      the French Civil Code (code civil) and the French Commercial Code
      (code de commerce) and similar laws in other jurisdictions) our
      subsidiaries are generally prohibited from paying dividends except out
      of profits legally available for distribution. These dividends, if significant,
      could also eliminate the historical reserves of Legrand SA and, in such
      a case, Legrand SA would be dependent on future earnings to generate sufficient
      distributable reserves to pay future dividends.


Dividends and other distributions
      (including payment of interest, repayments of loans and other returns on
      investment or other payments) from Legrand SAS and its subsidiaries are
      also restricted under certain agreements, including our facility agreement
      and the related inter-creditor deed, which prohibit our subsidiaries from
      making distributions, loans or other payments to us, except to pay interest
      on the notes when no default has occurred and is continuing under the facility
      agreement and in certain other limited circumstances.


Although the indenture limits the
      ability of our subsidiaries to enter into future consensual restrictions
      on their ability to pay dividends and make other payments to us, there
      are significant qualifications and exceptions to these limitations.


|The subordinated
              inter-company funding loan is subordinated in right of payment
              to Legrand SASs obligations under the facility agreement
              and is subject to standstill provisions.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In accordance with the provisions
      of the inter-creditor deed, so long as any borrowings or commitments remain
      outstanding under the credit facility, Legrand SAS may not make any payments
      on the subordinated inter-company funding loan other than:


| |  | interest in an amount not
          exceeding the aggregate amount of the interest payable by us under
          the notes on the next succeeding interest payment date;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | additional amounts sufficient
          to fund payments with respect to the notes (whether by way of additional
          interest or otherwise (but not principal)); and

| |   |                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------
| |  | on or after the tenth anniversary
          of the issue of the notes, principal, interest and any other amounts
          due on the loan.



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The right to make such payments
      will be suspended if there is a payment default under the facility agreement
      from the date such default occurs until the default has been waived or
      remedied or if there is a non-payment default under the facility agreement,
      from the date the facility agent thereunder has served a notice on us and
      Legrand SAS suspending payments on the subordinated inter-company funding
      loan until the earliest of:


| |  | 179 days after the date
          such notice is served on us and Legrand SAS by the facility agent under
          the facility agreement;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------
| |  | the date on which such
          non-payment default has been cured or waived or ceased to exist; or

| |   |                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | all amounts owing under
          the facility agreement have been repaid in full and the commitments
          of the lenders under the facility agreement have been canceled or terminated.

Finally, our right to take certain
      enforcement actions under the subordinated inter-company funding loan is
      also restricted by the inter-creditor deed. Specifically, we are prohibited
      from taking such enforcement actions against Legrand SAS until all indebtedness
      under the credit facility is repaid except in respect of payments which
      are due but unpaid under the subordinated inter-company funding loan if:


| |  | certain insolvency events
          have occurred in relation to Legrand SAS and for so long as they are
          continuing; or
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a default has occurred
          in relation to the notes, and we or the trustee have notified the facility
          agent under the facility agreement in writing of such default; a period
          of not less than 179 days has elapsed from the date of receipt by the
          facility agent under the facility agreement of that notice of default
          and at the end of the standstill period the relevant event of default
          is continuing and has not been waived;

The indenture permits the trustee
      to accede to similar inter-creditor arrangements (without noteholder consent)
      in favor of future Legrand SAS senior debt with a principal amount of €50
      million or more.


|Your rights to receive
              payments under the notes are effectively junior to all the liabilities
              of our subsidiaries.
|----------------------------------------------------------------------------------------------------------------------------------------------

Generally, claims of creditors
      of a subsidiary, including trade creditors and claims of preferred shareholders,
      if any, of such subsidiary will have priority with respect to the assets
      and earnings of such subsidiary over the claims of the creditors of its
      parent company as a shareholder, except to the extent the parent is a creditor
      of such subsidiary or to the extent security has been provided to the creditors
      of the parent by such subsidiary. Consequently, although we are a creditor
      of Legrand SAS pursuant to the subordinated inter-company funding loan,
      the notes are effectively junior and structurally subordinated to all debt
      and other liabilities of Legrand SAS and its subsidiaries, including liabilities
      under the facility agreement, the subordinated perpetual notes, or TSDIs,
      and the $400 million 8.5% Yankee bonds due February 15, 2025. Consequently,
      in the event of a liquidation, winding up, reorganization or similar proceeding
      relating to Legrand SA or any of its subsidiaries, the assets of Legrand
      SA and the relevant subsidiary will be available to satisfy claims of creditors
      and preferred shareholders of Legrand SA or the subsidiary before they
      are distributed to Legrand SAS. Similarly, in the event of a liquidation,
      winding up, reorganization or similar proceeding relating to Legrand SAS,
      the assets of Legrand SAS will be available to satisfy claims of Legrand
      SASs creditors (including us in relation to the subordinated inter-company
      funding loan) and preference shareholders before they are distributed to
      us as a shareholder. Although we are a creditor of Legrand SAS as a consequence
      of the subordinated inter-company funding loan, the subordinated inter-company
      funding loan is contractually subordinated in right of payment to all Legrand
      SAS senior debt, including the claims of the lenders under the facility
      agreement. As a result, amounts distributed to us (whether as a creditor
      or as a shareholder) by Legrand SAS may be insufficient to pay principal,
      interest and other amounts on the notes when such amounts become due.


We have no outstanding debt other
      than the notes and the subordinated shareholders PIK loan (the interest
      on which is accrued and not paid). As of December 31, 2004, excluding the
      subordinated inter-company funding loan, our subsidiaries had outstanding €2,525.6
      million of liabilities, including


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€1,472.8 million of indebtedness
    (a further €474.8 million would have been available for additional borrowing
    under the facility agreement) and accounts payable of €311.3million

Subject to specified limitations,
      our subsidiaries may incur additional debt from time to time, all of which
      will be structurally senior to the notes. For further information about
      our ability to incur additional debt, you should read the discussions in Description
      of the Notes-Certain Covenants-Limitation on Incurrence of Indebtedness
      and Issuance of Disqualified Share Capital and Preference Shares, set
      out in the Registration Statement filed on Form F-4 with the SEC on August,
      7 2003 or the indenture filed as Exhibits to the Registration Statement
      filed on Form F-4 with the SEC on August 7, 2003.


|Claims of our secured
              creditors will have priority with respect to our assets and earnings
              over the claims of the holders of the notes.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------

Although the notes are secured
      by the euro denominated subordinated inter-company funding loan, the notes
      do not benefit from any other security. The subordinated inter-company
      funding loan is also available on a pari passu basis as security for certain
      of our future senior debt and for the debt of any of our finance subsidiaries.
      Claims of our other secured creditors will have priority over the holders
      of the notes to the extent of the assets securing their claims. Consequently,
      in the event of a liquidation, winding up, reorganization or similar proceeding
      relating to us, the assets securing the claims of our secured creditors
      will be available to satisfy claims of those creditors before they are
      available to unsecured creditors, including the holders of the notes.


As a result of the foregoing limitations,
      holders of our secured indebtedness may recover disproportionately more
      than the holders of the notes in an insolvency, bankruptcy or similar proceeding.


|Restrictions in our
              debt instruments may limit our ability to make payments on the
              notes or operate our business.
|---------------------------------------------------------------------------------------------------------------------------------------------

The facility agreement and the
      indenture contain covenants that limit our ability and the ability of certain
      of our subsidiaries to, among other things:


| |  | pay dividends on, redeem
          or repurchase share capital or make other distributions;
| | - | -------------------------------------------------------------------------------------------

| |   |                                                                  
| | - | -----------------------------------------------------------------
| |  | make payments on the subordinated
          shareholder PIK loan;

| |   |                                                                  
| | - | -----------------------------------------------------------------
| |  | make certain other restricted
          payments and investments;

| |   |                                                                             
| | - | ----------------------------------------------------------------------------
| |  | incur additional indebtedness
          and issue certain preference shares;

| |   |                      
| | - | ---------------------
| |  | create certain liens;

| |   |                                                                                   
| | - | ----------------------------------------------------------------------------------
| |  | merge, consolidate, amalgamate
          or otherwise combine with other entities;

| |   |                                                           
| | - | ----------------------------------------------------------
| |  | enter into certain transactions
          with affiliates;

| |   |                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------
| |  | create restrictions on
          the ability of our restricted subsidiaries to pay dividends or other
          amounts to us;

| |   |                                                                                             
| | - | --------------------------------------------------------------------------------------------
| |  | transfer or sell assets,
          including by way of a sale and leaseback transaction; and

| |   |                                                                                         
| | - | ----------------------------------------------------------------------------------------
| |  | guarantee our indebtedness
          or indebtedness of our future finance subsidiaries.

The facility agreement contains
      negative covenants which may be more restrictive than those that are contained
      in the indenture. In addition, the facility agreement requires us to maintain
      certain financial ratio and financial condition tests.


The covenants in the indenture
      and the facility agreement could materially and adversely affect our ability
      to engage in business activities that may be in our best interest and/or
      to finance our future operations or capital needs. Furthermore, events
      beyond our control could affect our ability to meet the financial ratio
      and financial condition tests. Our failure to comply with these obligations
      and other covenants could cause an event of default under the facility
      agreement, the indenture or both. If an event of default under the facility
      agreement occurs, our lenders could elect to declare all amounts outstanding
      under the facility agreement to be immediately due, and the lenders thereafter
      could foreclose upon the assets securing the facility agreement.


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In that event, we cannot assure you
    that we would have sufficient assets to repay all of our obligations, including
    our obligations under the notes. We may incur other debt in the future that
    contains financial or restrictive covenants.

For detailed information with respect
      to the covenants contained in the facility agreement and the indenture
      we refer you to the Item 5 Legrand Holding Operating and Financial
      Review and Prospects  Part B.  Liquidity and Capital Resources  Debt  Credit
      Facility.


|We may not have the
              ability to finance a change of control offer as required by the
              indenture.
|--------------------------------------------------------------------------------------------------------------------------

If specific kinds of change of
      control events occur, we will be required to make an offer to purchase
      all of the outstanding notes at a purchase price equal to 101% of their
      principal amount plus accrued and unpaid interest and additional amounts,
      if any, on the notes. The change of control events which could give rise
      to this obligation are different from those included in the existing facility
      agreement. Consequently, following certain changes of control, our subsidiaries
      could be obligated to repay indebtedness outstanding under the facility
      agreement, at a time when we are not obligated to offer to repurchase the
      notes.


Furthermore, so long as there are
      any outstanding borrowings or undrawn commitments under the facility agreement,
      the inter-creditor deed provides that:


| |  | Legrand SAS will not (and
          will procure that its subsidiaries do not) make any payment or distribution
          of any kind, including pursuant to the subordinated inter-company funding
          loan, which could be used to repurchase notes pursuant to a change
          of control offer; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | We and Legrand SAS will
          procure that our respective subsidiaries will not make any payment
          or distribution to us which could be used to fund any purchase of notes
          upon a change of control.

Consequently, any provision of
      funds to us to fund a repurchase of notes in a change of control offer
      prior to the repayment in full of all amounts due under the facility agreement
      would breach the inter-creditor deed and would trigger a default under
      the facility agreement. If a change of control event occurs, we cannot
      assure you that we will have sufficient funds to pay the purchase price
      for any notes tendered to us upon such change of control event. If a change
      of control event occurs at a time when we are prohibited from purchasing
      the notes under our other debt agreements, we could seek the consent of
      our lenders to purchase the notes or could attempt to refinance or repay
      the borrowings that prohibit our repurchase of the notes. If we do not
      obtain such consent or refinance or repay those borrowings, we would remain
      prohibited from purchasing the notes. In that case, our failure to purchase
      any of the tendered notes would constitute an event of default under the
      notes, which would cause a default under the facility agreement. For detailed
      information with respect to the change of control provisions set out in
      the indenture we refer you to the Description of the Notes  Certain
      Covenants set out in the Registration Statement filed on Form F-4
      with the SEC on August 7, 2003 or the indenture filed as Exhibit to the
      Registration Statement filed on Form F-4 with the SEC on August 7, 2003.


|The notes are held
              in book-entry form and therefore you must rely on the procedures
              of the relevant clearing systems to exercise any rights and remedies.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Unless and until definitive notes
      are issued in exchange for book-entry interests in the notes, owners of
      the book-entry interests will not be considered owners or holders of notes.
      Instead, the common depository, or its nominee, will be the sole holder
      of the notes.


Payments of principal, interest
      and other amounts owing on or in respect of the dollar notes in global
      form are made to The Bank of New York (Principal Paying Agent), which makes
      payments to DTC. Thereafter, such payments are credited to DTC participants accounts
      (including Euroclear and Clearstream) that hold book-entry interests in
      the dollar notes in global form and are credited by such participants to
      indirect participants. Payments of principal, interest and other amounts
      owing on or in respect of the euro notes in global form are made to The
      Bank of New York, the principal paying agent, which makes payments to the
      common depository, which in turn distributes payments to Euroclear and
      Clearstream. Thereafter, payments are made by Euroclear and Clearstream
      to participants in these systems and then by such participants to indirect
      participants. After payment to DTC or the common depository, neither we
      nor any of


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our subsidiaries, the trustee or
    any paying agent have any responsibility or liability for any aspect of the
    records relating to or payments of interest, principal or other amounts to
    DTC, Euroclear and/or Clearstream or to owners of book-entry interests.

Unlike holders of the notes themselves,
      owners of book-entry interests do not have the direct right to act upon
      our solicitations for consents or requests for waivers or other actions
      from holders of the notes. Instead, if you own a book-entry interest, you
      are permitted to act only to the extent you have received appropriate proxies
      to do so from DTC, Euroclear and/or Clearstream or, if applicable, from
      a participant. We cannot assure you that procedures implemented for the
      granting of such proxies are sufficient to enable you to vote on any requested
      actions on a timely basis.


|French insolvency
              laws may not be as favorable to you as US or other insolvency laws.
|---------------------------------------------------------------------------------------------------

We and Legrand SAS are companies
      incorporated in France and, consequently, we are subject to French laws
      and proceedings affecting creditors. In general, French reorganization
      and liquidation legislation favors the continuation of a business and protection
      of employment over the payment of creditors.


French courts may, in any civil
      proceeding involving the debtor, whether initiated by the debtor or the
      creditor, take into account the debtors financial position and the
      creditors financial needs and defer or otherwise reschedule over
      a maximum period of two years the payment dates of payment obligations.
      In addition, if a debtor specifically initiates proceedings therefore,
      French courts may decide that any amounts, the payment date of which is
      thus deferred or rescheduled, will bear interest at a rate which is lower
      than the contractual rate (but not lower than the legal rate, which is
      currently lower than the rate payable on the notes) and/or that payments
      made shall first be allocated to repayment of the principal. A court may
      make an order suspending any pending enforcement measures, and any contractual
      default interest or penalty for late payment will not accrue or be due
      during the period ordered by the court.


In the context of voluntary judicial
      amicable settlement of debts proceedings (règlement amiable)
      initiated by a company with respect to itself, French courts have the power
      (a) for the duration of the proceedings, to prohibit a company from paying
      any prior debts and its creditors from pursuing any legal proceedings against
      it for payment of debts, termination of related agreements or enforcement
      of security; and (b) to defer or otherwise reschedule the companys
      payment obligations, resulting from debts in respect of which the creditors
      did not accept this over amicable settlement, over a maximum period of
      two years.


If insolvency proceedings are commenced
      against a company in France, the court order commencing the proceedings
      may order either the liquidation or the reorganization of the company.
      In the event of reorganization, an administrator appointed by the court
      investigates the companys business during an initial observation
      period, which may last up to 20 months, and makes proposals for its reorganization,
      sale or liquidation. At any time during this observation period, the court
      can order the liquidation of the company. The outcome of the proceedings
      is decided by the court without a vote of the creditors.


In connection with insolvency proceedings
      in France, certain transactions between the creditors of the company and
      the company may be declared void. For detailed information with respect
      to the insolvency provisions under French law we refer you to the Description
      of the Notes  Certain Covenants set out in the Registration
      Statement filed on Form F-4 with the SEC on August 7, 2003 or the indenture
      filed as Exhibit to the Registration Statement filed on Form F-4 with the
      SEC on August 7, 2003.


As a general rule, creditors domiciled
      in France must file a claim with the creditors representative within
      two months of the publication of the court order in the French Bulletin
      of Civil and Commercial Announcements (Bulletin Officiel des Annonces
      Civiles et Commerciales); this period is extended to four months for
      creditors domiciled outside France. Creditors who have not submitted their
      claims on time are barred from receiving distributions made in connection
      with the proceedings and their unasserted claims are extinguished. Employees
      are not subject to such limits and are preferential creditors under French
      law.


From the date of the court order
      commencing the insolvency proceedings, the company is prohibited from paying
      debts outstanding prior to that date, subject to specified exceptions which
      essentially concern the set-off of inter-related debts and payments, authorized
      by the court, made to recover assets for which recovery is justified by
      the continued operation of the business. During this period, creditors
      may not pursue


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any legal action against the company
    for payment, termination of related contracts, or enforcement of security
    of the creditors rights against any assets of the company.

Contractual provisions such as
      those contained in the indenture that would accelerate the payment of the
      registrants obligations upon the occurrence of (i) the opening of
      judicial reorganization or insolvency proceedings or (ii) a registrants
      inability to pay its debts when due, are not enforceable under French law.


If the court adopts a judicial
      reorganization plan, it can set a time period during which the assets that
      it deems to be essential to the continued business of the debtor may not
      be sold without its consent and can reschedule the payment of debts owed
      by the company.


French insolvency law assigns priority
      to the payment of certain preferential creditors, including employees,
      the bankruptcy court, officials appointed by the insolvency court as required
      by the insolvency proceedings, post-petition creditors, certain secured
      creditors, essentially in the event of liquidation and the French treasury.


If we were to become insolvent
      or initiate a discretionary voluntary judicial settlement of debts, your
      claims to payment of interest and principal on the notes could be affected
      by the principles of French insolvency laws which favor continuation of
      business and protection of other creditors over the claims of creditors
      such as the holders of the notes. In addition, as a result of these insolvency
      laws you may not be able to recover the full amounts owing to you if we
      became insolvent or encounter financial difficulties. The enforcement of
      the assignment agreement is subject to certain risks under French law.


Although, under English law, the
      trustee may enforce the assignment agreement upon notice and without court
      proceedings, it is possible that (were that enforcement challenged, and
      the trustee required to enforce the agreement as a pledge (nantissement)
      in France), enforcement of the assignment agreement would require French
      court proceedings.


Furthermore, the enforcement of
      the security created pursuant to the assignment agreement could be affected
      by French insolvency laws.


In a circumstance where obligations
      under the notes are rescheduled, enforcement measures under the assignment
      agreement would be suspended or prohibited for the duration of the rescheduling
      (and for up to two years), and any contractual default interest or penalty
      for late payment would not accrue or be due during the period ordered by
      the court.


In the context of voluntary judicial
      amicable settlement of debts proceedings, as discussed under Description
      of the Notes  French Insolvency Laws, set out in the Registration
      Statement filed on Form F-4 with the SEC on August, 7 2003, French courts
      would have the power (a) for a maximum period of four months, to prohibit
      us from paying any prior debts and our creditors (including the holders
      of the notes) from pursuing any legal proceedings against us for payment,
      termination of related agreements or enforcement of security (including
      pursuant to the assignment agreement); and (b) to defer or otherwise reschedule
      our payment obligations, resulting from debts in respect of which the creditors
      which would not accept this over amicable settlement over a maximum period
      of two years.


In the context of judicial reorganization
      or liquidation proceedings, from the date of the court order commencing
      any proceedings with respect to us, we would be prohibited from repaying
      any debts incurred prior to the commencement of the proceedings, and creditors
      would be barred from pursuing any legal action against us for payment,
      termination of related agreements or enforcement of security (including
      pursuant to the assignment agreement). In addition, provisions relating
      to termination of related agreements, or the acceleration of payment such
      as those contained in the indenture for the notes, would not be enforceable
      during any judicial reorganization proceedings, judicial liquidation proceedings
      or as soon as a company declares that it is unable to pay its debts when
      due.


Finally, should reorganization
      or liquidation proceedings be opened against us, the security created pursuant
      to the assignment agreement would be extinguished unless the noteholders claim
      against us under the indenture and the notes were filed in a timely manner
      in the reorganization or liquidation proceedings. You may be unable to
      recover in civil proceedings for US securities laws violations.




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We are a company organized and
      existing under the laws of France. A majority of our directors and officers
      are not residents of the United States and a substantial portion of our
      assets and assets of our subsidiaries and those of their directors and
      executive officers are located outside the United States. Although we have
      appointed CT Corporation as our agent for service of process in connection
      with any action under the indenture, the notes and US securities laws and
      have submitted to the jurisdiction of the courts of the State of New-York,
      you may be unable to effect service of process within the United States
      on our directors and officers or to enforce judgments against them. Furthermore,
      we have been advised by our French counsel that the United States is not
      currently bound by a treaty providing for reciprocal recognition and enforcement
      of judgments, other than arbitral awards, rendered in civil and commercial
      matters with France. There is, therefore, doubt as to the enforceability
      in France of civil liabilities based upon US securities laws in an action
      to enforce a US judgment in France. Furthermore, the enforcement in France
      of any judgment obtained in a New York court based on civil liabilities,
      whether or not predicated solely upon US federal securities laws, will
      be subject to certain conditions. There is also doubt that a French court
      would have the requisite power or authority to grant remedies sought in
      an original action brought in France on the basis of US securities laws
      violations.


|ITEM
            4. INFORMATION ON LEGRAND HOLDING
|--------------------------------------------------

| |                            
| | ---------------------------
| | A   History and development

|                       
|-----------------------
|History and Development

Legrand SA was founded in 1926
      and incorporated as a French Société Anonyme (company
      with limited liability) in 1953. In 1970, Legrand carried out an initial
      public offering and was listed on the Paris stock exchange, now called
      Euronext Paris.


Legrand Holdings registered
      offices are located at the following address: 128 Avenue du Maréchal
      de Lattre de Tassigny, 87000 Limoges France. Legrand Holdings telephone
      number is (+33)-555-06-87-87.


We began to expand from France
      into other European and overseas markets during the 1960s and early 1970s,
      both by setting up our own operations and by acquiring local manufacturers.
      In 1989, we acquired BTicino, a major Italian manufacturer of low-voltage
      electrical fittings with established market positions in Mexico, Chile,
      Venezuela and Thailand. In 2000, we acquired Wiremold, a major US producer
      of wire management products, with additional operations in Canada, the
      United Kingdom, Poland and China. In addition, in 2000 we acquired a number
      of medium sized businesses located in Europe, the United States and Brazil.


| | Schneider Exchange Offer
| | ------------------------

In January 2001, Schneider Electric
      SA, Schneider, launched a public exchange offer for all outstanding
      shares of Legrand SA which was recommended by Legrand to its shareholders
      who agreed to tender. Following the consummation of the exchange offer
      in August 2001, Schneider held 21,060,724 Legrand SA the ordinary shares
      and 6,548,139 Legrand SA preferred non-voting shares, representing approximately
      98.1% of the total share capital of Legrand SA.


In October 2001, the European Commissions
      antitrust authority announced that it would not approve the acquisition
      of Legrand SA by Schneider on competition grounds and required Schneider
      to divest its shareholding in Legrand SA based on specific terms set by
      the European Commission.


| | The Acquisition
| | ---------------

On July 26, 2002, Lumina Parent
      entered into a Share Purchase Agreement with Schneider to acquire approximately
      98.23% of the issued ordinary share capital of Legrand SA and approximately
      97.45% of the issued preferred non-voting share capital of Legrand SA from
      Schneider for an aggregate purchase price of €3.63 billion. The purchase
      was completed on December 10, 2002.




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In March 2003, a minority buy-out
      offer was launched to repurchase all outstanding ordinary and preferred
      non-voting shares of Legrand SA. This minority buy out offer was completed
      on September 24, 2003. Following this minority buy out, Legrand SA was
      delisted from Euronext Paris on October 2, 2003.


| | Recent events
| | -------------

On November 29, 2004, Legrand announced
      the acquisition of the business of Van Geel, with the exception of its
      German subsidiary. The acquisition was completed March 11, 2005. Van Geel
      is one of the leading European specialists of metal cable management systems
      (among which trunkings, cable trays, floor boxes). With €60 million
      of consolidated sales, Van Geel is the leader in its field in the Netherlands
      and Austria and holds significant positions on a number of European markets
      (among which Belgium, Portugal, Sweden).Based in Boxtel, Netherlands, Van
      Geel has two manufacturing units in the Netherlands and a total work force
      of 300 persons.


In January 2005, we announced that
      we had executed an agreement to acquire a controlling stake in Zucchini,
      the market leader in Italy for prefabricated busbar systems. Based in Brescia
      in northern Italy, Zucchini reported sales of approximately €50 million
      in 2004. With three factories in Italy and commercial subsidiaries in main
      European countries, it employs close to 280 people.


In February 2005, we announced
      the execution of an agreement for the acquisition of the entire business
      of OnQ, the US leader in structured wiring for residential applications.
      Based in Harrisburg, Pennsylvania, OnQ generated net sales of approximately
      $22 million with a workforce of close to 100 in 2004. OnQs catalog
      of nearly 1,000 items enables it to offer complete solutions for Voice,
      Data and Image network for residential buildings, including VDI entertainment,
      integrated lighting and sound management systems. We believe this acquisition
      will complement the Pass & Seymour/Legrand range of fittings.


| | B   Business overview
| | ---------------------

|           
|-----------
|Our company

We are one of the worlds
      leading international manufacturers of products and systems for low-voltage
      electrical installations and data networks used in residential, commercial
      and industrial buildings. We are a pure-play operator, focused
      on developing, manufacturing and marketing a complete range of low-voltage
      electrical equipment  to the exclusion, for example, of electricity
      generation or transmission, bulbs and cables. We began operating more than
      79 years ago and market our products under widely recognized brand names,
      including Legrand, Bticino and Ortronics. We are headquartered in Limoges,
      France with manufacturing and/or distribution subsidiaries and offices
      in more than 60 countries, and we sell our products in more than 160 national
      markets. Our key markets are France, Italy and the United States, which
      accounted for approximately 67% of our net sales (by customer location)
      over the last three fiscal years.


We manufacture more than 130,000
      catalog items grouped into approximately 80 product families. We are increasingly
      focused on providing our customers with integrated systems across our product
      groupings. We serve the following five principal business areas:


End-user power control. We
      believe that we have a leading position in the worldwide market for the
      manufacture of end-user power control products. For example, we believe
      we are the global market leader in switches and sockets with an estimated
      market share of approximately 18% based on our net sales in 2004. End-user
      power control products include switches, power sockets, thermostats, dimmers,
      infrared switches and other building automation products that enable end
      users to control the flow of electricity and data at home or in the workplace.


Wire management. We believe
      that we are a worldwide leading manufacturer of wire management products.
      For example, we believe we are the global market leader in cable management
      systems with an estimated market share of approximately 15% based on our
      net sales in 2004. Wire management products include baseboards, trunking
      and ducting, cable routing systems and other products that provide safe
      distribution of electricity and information in buildings.




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VDI, communications and security. We
      believe that we are one of the principal manufacturers of several voice,
      data and image applications (known as VDI), communications and security
      product families for the European market. For example, we are the European
      market leader in audio and video entry phones due to an estimated market
      share of approximately 19% based on our net sales in 2004. The VDI, communications
      and security product category includes VDI for computer and telephone systems
      as well as audio and video entry phones, fire and intruder alarm systems,
      smoke, water, heat and motion detectors and emergency lighting equipment.


Power protection products. We
      believe that we are one of the principal manufacturers of power protection
      products for the European and South American markets. Power protection
      products include, circuit breakers, distribution boards, electrical cabinets
      and other products that protect individuals, appliances and electrical
      systems from power surges.


Industrial electrical products. We
      believe that we have strong market positions for a number of our industrial
      electrical products in the French and Italian markets. Industrial electrical
      products include heavy-duty sockets and electrical cabinets, technical
      alarms, transformers, signaling and controlling devices and other electrical
      products designed specifically for industrial applications.


|Our Key Strengths
|-----------------

We believe that we benefit from
      the following competitive strengths:


|Leading global market
              positions
|---------------------------------------------

By focusing on a pure-play strategy
      and developing and maintaining our strong brands, we have established a
      worldwide market presence and powerful local positions in a number of geographic
      markets for key product families such as end-user power control, cable
      management systems or audio and video entry phones (please refer to Our
      company for product description and market share). The strength of
      our global presence and our established local relationships with industry
      players enhance our ability to launch new products in existing markets,
      to respond quickly to changing local needs and to play a proactive role
      in the development of new products and value-added solutions across our
      geographic markets.


|High and stable EBITDA
              margins
|--------------------------------------------

We benefit from high and stable
      EBITDA margins. Our reported EBITDA margins for 2004 and 2003 were 21.5%
      and 16.3%, respectively. In 2003, our EBITDA margin was adversely affected
      by the reversal of a portion of a purchase accounting adjustment to inventory
      which is non-recurring in nature and which amounted to €125.8 million.
      Excluding these non-cash non-recurring purchase accounting charges, our
      EBITDA margins was 20.8% in 2003. We attribute the relative stability and
      high level of those EBITDA margins to the diversity of our geographic,
      product and end-user markets (which include both the new construction and
      the renovation markets) and to the ability of the Group to respond effectively
      to adverse economic conditions. We believe that EBITDA is a valuable measure
      of a companys operating performance and debt servicing ability because
      it assists in comparing performance on a consistent basis without regard
      to depreciation and amortization, which can vary significantly depending
      upon accounting methods (particularly when acquisitions are involved) or
      non-operating factors (such as historical cost). Accordingly, the information
      is disclosed in this annual report to permit a more complete and comprehensive
      analysis of our operating performance relative to other companies and of
      our debt servicing ability. Because all companies do not calculate EBITDA
      identically, our presentation of EBITDA may not be comparable to similarly
      titled measures of other companies. For a reconciliation of cash flows
      from operating activities to EBITDA, see Item 3 Key Information Selected
      Financial Data.


|Barriers to entry
|-----------------

We believe our market positions
      benefit from significant barriers to entry. These include: (i) customer
      loyalty and preference for well-recognized brands (locally or internationally),
      particularly those associated with reliability, quality and ease of installation
      and use; (ii) customer preference for a comprehensive range of products
      which can be easily integrated into systems and which helps reduce the
      cost, delay and risk involved


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in purchasing from multiple suppliers;
    (iii) differing local electrical standards, regulations, aesthetic preferences
    and installation features, which require new entrants to develop local market
    knowledge and establish relationships with numerous local wholesale distributors,
    architects, builders, electricians and end users; and (iv) technological
    expertise required to develop and enhance innovative products and systems.

|Strong brand recognition
              and product loyalty
|----------------------------------------------------------

We have two key worldwide global
      brands, Legrand and BTicino, one worldwide specialist Ortronics, and leading
      local brands (such as Wiremold, the Watt Stopper and Pass & Seymour
      in the United States, MDS in India, Cofrel and Arnould/Planet-Wattohm in
      France) and numerous products which benefit from strong market positions.
      We believe that brand and product loyalty are key strengths. We maintain
      and leverage brand recognition and product loyalty by employing our push
      and pull marketing strategy, maintaining close contact with electricians,
      building contractors and architects, and focusing on the quality, reliability
      and safety of our products and systems, together with the ease and speed
      of installation and maintenance. We believe that the strength of our brands
      and products has been a barrier to entry and has helped us to maintain
      leading market positions. It also facilitates new product launches and
      market initiatives in areas where we have less established market positions.


|Extensive product
              range
|-------------------------------------

Our extensive product range of
      more than 130,000 catalog items enables us to offer (often in the form
      of integrated systems) a significant proportion of all products necessary
      to install low-voltage electrical installations and information network
      systems in buildings. This product breadth, in turn, enables our customers
      (electricians and building contractors) to avoid the additional cost, delay
      and risk which may be involved in purchasing from multiple suppliers. In
      addition, we are one of the few manufacturers that offers products adapted
      to most principal markets (in terms of electrical standards), where variations
      in product installation methods, end-user preferences and regulatory requirements
      applicable to installation and functionality cause significant differences
      in products.


|Technological leadership
|------------------------

We commit significant resources
      to product research and development and have a proven track record of developing
      new and enhanced products with improved functionality and reliability.
      During our last three fiscal years, excluding the effect of purchase accounting
      in connection with the acquisition, we have spent on average 4.8% of our
      net sales on research and development and dedicated approximately 38.0%
      of our capital expenditure to support development and introduction of new
      products. In 2004, approximately 37% of our net sales were generated by
      products less than five years old, with sales of those products representing
      approximately 48% of our net sales in Spain, 43% of our net sales in the
      United States, 35% of our net sales in Italy and 32% of our net sales in
      France.


|Strong and incentivized
              management
|------------------------------------------------

The eleven members of Legrands
      senior management responsible for the day-to-day operations of Legrand
      have, on average, more than 20 years of experience in the low-voltage products
      and related industries. Our management team is led by François Grappotte,
      Chairman of the Board of Legrand SA, Gilles Schnepp, Vice Chairman and
      Chief Executive Officer of Legrand SA and Olivier Bazil, Vice Chairman
      and Chief Operating Officer of Legrand SA, who have been with Legrand for
      22, 16 and 32 years, respectively. They have a proven track record of managing
      organic growth as well as successfully completing and integrating acquisitions.
      In addition, together with the other members of the management team, they
      have a significant equity stake in our business following the acquisition
      of Legrand SA.


|Strong sponsorship
|------------------

We expect to continue to benefit
      from the expertise, relationships and investment experience of KKR and
      Wendel.




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Kohlberg Kravis Roberts (KKR) is
      a leading investment firm with significant investment experience in the
      electrical products and related industries. Over the past 28 years, KKR
      has invested approximately $21 billion in over 120 acquisitions with a
      total transaction value in excess of $138 billion (including debt financing).
      KKRs investments in related industries include Amphenol Corporation,
      a global designer, manufacturer and marketer of connectors, cable and interconnect
      systems and Zumtobel AG, a European manufacturer of lighting components,
      fittings and systems for the commercial, industrial, and public sector
      markets.


WENDEL Investissement, a Paris
      stock exchange-listed (Euronext Paris) investment company, was formed pursuant
      to the merger of Compagnie Generale dIndustrie et de Participations
      S.A. and Marine-Wendel S.A. in June 2002. WENDEL Investissement has a market
      capitalization in excess of €3.2 billion as of March 1, 2005. WENDELs
      investments include controlling stakes in Bureau Veritas, Editis, Stallergenes,
      Wheelabrator Allevard, Oranje-Nassau and participations in CapGemini, Valeo,
      bioMérieux and neuftelecom.


The other equity investors in the
      acquisition of Legrand SA by Legrand SAS include West Luxcon Holdings SA
      (WestLB AG group), MPE, equity funds managed by affiliates of The Goldman
      Sachs Group Inc., the Verspieren and Decoster families (the founding families
      of Legrand) and certain members of the management of Legrand.


|Our Strategy
|------------

Our objective is to continue to
      achieve profitable revenue growth and improvements in operating efficiency.
      The key components of our strategy are as follows:


|Continuously broaden
              and enhance our product range
|----------------------------------------------------------------

We maintain a firm commitment to
      new product development. In 2004, we launched 15 new product ranges including
      the home automation system In One By Legrand (in France), the first Wi-Fi
      wall outlet Wi-Jack in the US, the XL3 (in France and Spain)
      and MAS (in Italy) range of electrical cabinets for commercial buildings,
      the MATIX (in Italy, Chile and Mexico), GALICA (in Columbia), Initia (in
      France), Modus Plus (in Mexico and Columbia), and MyHome (in Belgium, Spain,
      Columbia and Mexico) ranges of switches and sockets, the OMEGA (in Spain)
      and VIADIS (in France) range of installation trunking, and two new ranges
      of emergency lighting products in France. In addition to launching new
      product ranges, we have been and we intend to regularly enhance our existing
      product ranges to offer improved quality and performance as well as new
      functionality, and to adapt existing products to evolving local standards
      and additional national markets We also intend to expand our product range
      with higher value added products including automation systems, such as
      the In One By Legrand or MyHome offers mentioned above, which simultaneously
      manage heat, lighting, sound diffusion and detection in a residential building.


We also aim to capitalize on cross-selling
      opportunities. For example, we are seeking to increase our presence in
      the VDI and home automation markets, the latter of which comprises long-distance
      control systems for home appliances. Increasing sales of these systems
      would provide us with opportunities to sell not only control equipment,
      but also related equipment such as wire management products, switches and
      sockets, and integrated systems.


We are also increasingly focused
      on developing new products that share the same platform, rationalizing
      production of common components of different products and producing operating
      mechanism that can be easily adapted to local markets. For example, we
      have rationalized the production of mechanism for the main occidental standards
      (Schücko, British Standard, French/Belgium and US) thus reducing production
      costs when launching new products.


|Continue to put marketing
              and customer service first
|------------------------------------------------------------------

Maintaining, expanding and leveraging
      our brand and product loyalty are central to our strategy. We significantly
      increased our commercial and marketing headcount by 2.8% in 2004 compared
      with 2003 (mainly in Italy , Rest of Europe and Rest of the World) while
      reducing our headcount at the Group level. On average, between 2001 and
      2004, our commercial and marketing headcount increased by 2.8% per year.
      We


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intend to leverage brand loyalty
    in both established and less established markets to roll-out new products
    and market initiatives. We intend to do so by, among other things, providing
    training to electricians and building contractors locally and at our Innoval
    international training center in Limoges, France, in programs designed to
    expand installers expertise and to introduce new Legrand products and
    installation methods. We also will continue providing practical and detailed
    technical guides, including through on-line sites and business software applications.
    In addition, we generate loyalty among electricians and contractors by providing
    reliable product supplies.

|                                                           
|-----------------------------------------------------------
|Continue to achieve
              profitable revenue growth

We intend to leverage our competitive
      advantages to continue to achieve profitable organic revenue growth within
      our existing geographic markets and to penetrate new geographic markets.
      For example, in 2004, we have opened three commercial offices (two in Asia
      and one in North Africa) and nine show rooms in the Middle East. We believe
      that both less-developed and developed regions of the world offer attractive
      revenue growth opportunities arising out of the installation of electrical
      equipment and data networks in new buildings, the upgrading of traditional
      applications and the introduction of new applications to increase safety,
      comfort and energy savings, and the ongoing development of communication
      technologies.


In addition to focusing on organic
      growth, we intend to continue to pursue selective acquisitions, with a
      focus on small to medium-sized complementary acquisitions, such as local
      manufacturers that give us access to new technologies, complementary product
      lines or geographic market opportunities or give rise to synergies with
      our existing operations and that integrate quickly within the group. In
      that respect we have acquired all operations of Van Geel, with the exception
      of its German subsidiary, on January 2005, we announced that we had entered
      into an acquisition agreement to acquire a controlling stake in Zucchini,
      the market leader in Italy for prefabricated busbar systems and on February
      2005, we entered into an acquisition agreement for the acquisition of all
      the business of OnQ, the US leader in structured wiring for residential
      applications.


|Continue to improve
              operating efficiency
|------------------------------------------------------

We remain committed to improving
      our operating efficiency. We continue to improve our purchasing productivity
      through globalization, internationalization and standardization and will
      continue to consider selectively relocating production activities to existing
      facilities located in countries with lower production costs and increasing
      the specialization of our production sites. In that respect, since 2002
      we have closed certain plants, notably in the United Kingdom, Austria,
      France, Poland, Italy, Singapore, Brazil, Mexico and the United States.
      We continue to enforce our make or buy analysis systematically
      on a group-wide basis, and consider outsourcing production where we judge
      that cost savings can be achieved without losing key intellectual property
      expertise or quality. We have also focused on production and administrative
      headcount, which decreased by 3.0% in 2004 compared to 2003 while increasing
      our marketing and sales force. On average, between 2001 and 2004, our production
      and administrative headcount decreased by 4.4% per year.


|Focus on de-leveraging
|----------------------

One of our priorities is to continue
      to reduce our debt levels. To do so, we will aim to maximize our cash flows
      available for debt reduction through (i) implementation of the initiatives
      to improve operating efficiency described above, (ii) an ongoing focus
      on management of our working capital (defined here as the sum of account
      receivables, short term deferred income tax assets other current assets
      and inventories less the sum of account note payables, short deferred income
      tax liabilities and other current liabilities) requirement which amounted
      to 14.5% of net sales in 2004 compared to 16.6% in 2003 and to 17.1% and
      21.1% of net sales respectively in 2002 and 2001 and (iii) optimization
      of capital expenditure in line with our capital expenditure goals described
      elsewhere in this annual report.


|Our Markets
|-----------

Based on sales of products which
      are the same as or similar to those offered in our catalogs, we estimate
      the aggregate worldwide market for those products to be approximately €49
      billion. Although we face


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competition from a number of large,
    multinational operators, the worldwide market remains highly fragmented,
    with more than 50% of worldwide net sales made by small, often local, competitors,
    each with less than a 1% global market share. Based on our 2004 net sales,
    we believe that we have an approximate 6% share of the worldwide market.
    We estimate that Europe represents approximately 36% of the worldwide market,
    that the United States and Canada collectively represent approximately 31%,
    and that Asia and the remaining countries in the world represent approximately
    23% and 10%, respectively. In our principal geographic markets, including
    France, Italy and the United States, we have leading or strong market positions
    in key families of products such as end-user power control and wire management.

The market for products and systems
      for low-voltage electrical installations and information networks in buildings
      is highly fragmented, partly due to different technical standards, norms
      and user customs for some product families. Historical moves toward greater
      standardization of these products have not been met with success, even
      within the EU. This lack of standardization is due principally to the significant
      expense  and the limited benefit  associated with replacing
      the installed base of electrical systems in existing buildings, through
      which electricity is supplied. As a result of demand for products meeting
      differing national standards and practices, a significant share of the
      market for products and systems for low-voltage electrical installations
      and data networks in buildings has traditionally remained in the hands
      of small local manufacturers that are in close contact with installation
      professionals in their local market.


With certain exceptions, such as
      the United Kingdom, we believe that our principal markets are characterized
      by a relative lack of commoditization of electrical products. In general,
      demand for products and systems for low-voltage electrical installations
      and information networks in buildings is based on factors that enable the
      installer to work efficiently (such as quality, reliability, ease of installation
      and safety) and on factors designed to appeal to the end-user (such as
      functionality, appearance and ease of use) rather than simply on price.
      As a result, we believe that the electrical products market presents opportunities
      for revenue growth for manufacturers that are able to enhance the features
      of their products.


Even though growth in the worldwide
      market for products and systems for low-voltage electrical installations
      and data networks in buildings depends principally on economic conditions,
      we believe that we are relatively resilient to down cycles as a result
      of our diverse product offerings for different markets and our worldwide
      presence, which limits our exposure to any single market or region. For
      example, we estimate that approximately 57% of our consolidated net sales
      in 2004 were generated by the commercial and industrial buildings market
      and the remaining 43% were generated by the housing market (private and
      public). In addition, we estimate that approximately 40% of our consolidated
      net sales in 2004 were generated in the new buildings market and 60% were
      generated in the renovation market, which management believes is less cyclical.
      We also have a diverse geographical presence with sales in over 160 countries.
      Moreover approximately 72% of our consolidated net sales in 2004 determined
      by destination were generated in countries other than France and approximately
      32% were generated in countries outside of Europe.


As noted above, we believe the
      renovation market is less cyclical than the new buildings market. The new
      building sector is on average more capital intensive than the renovation
      market due to higher initial or starting costs, such as costs related to
      civil works, legal procedures and land acquisition. As in down cycles,
      investors and creditors are generally reluctant to invest in capital intensive
      projects such as new buildings. On the other hand, the renovation market,
      which is less capital intensive, is less likely to be subject to down cycles.
      Moreover, as existing buildings require a minimum level of maintenance
      on an ongoing basis, the renovation market benefits from this recurrent
      flow of business which enables it to resist better the effects of economic
      down cycles.


In addition, our markets display
      the capacity for further growth in the medium term as less developed countries
      roll out their electrical and information networks while building owners
      in more developed countries upgrade their networks to offer increasing
      functionality.


|Products
|--------

We offer more than 130,000 catalog
      items, grouped into 80 product families. These product families can be
      divided in turn into our five principal product groups:




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| |  | End-User Power Control
| | - | ----------------------

| |   |                          
| | - | -------------------------
| |  | Power Protection Products

| |   |                
| | - | ---------------
| |  | Wire Management

| |   |                                               
| | - | ----------------------------------------------
| |  | VDI, Communication and
          Security; and

| |   |                               
| | - | ------------------------------
| |  | Industrial Electrical Products

The following three characteristics
      are a priority for our product development:


| |  | Quality, reliability and
          total safety;
| | - | ------------------------------------------------

| |   |                                                          
| | - | ---------------------------------------------------------
| |  | Simplicity, ease and speed
          in installation; and

| |   |                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------
| |  | Integration, which is the
          ability to link products together into systems using different technologies.

We market the products contained
      within our five principal product groups across all our major geographic
      markets. In France and Italy, which have historically been our major markets,
      we sell almost a full range of products. In other geographic markets, we
      offer more restricted product ranges.


|End-user power control
|----------------------

We produce a broad range of switches,
      power sockets and other products that enable end-users to control the flow
      of electricity in the home or workplace. These products range from basic
      electrical on-off switches and wall sockets to thermostats,
      dimmers, switches activated by infrared presence detectors, and electro-mechanical
      and electronic time switches. We believe we are one of the few manufacturers
      that offers wiring devices products adapted to most principal standards.


We maintain a firm commitment to
      new product development. In 2004 we launched the MATIX (in Italy, Chile
      and Mexico), GALICA (in Columbia), Initia (in France), Modus Plus (in Mexico
      and Columbia), and MyHome (in Belgium, Spain, Columbia and Mexico range
      ) ranges of switches and sockets. MATIX is compliant with the Italian standard,
      GALICA and Modus Plus are compliant with the Latin American Standard, and
      Initia is compliant with the French standard. New product development includes
      increasing the number of products that share the same platform and that
      can be adapted to different functionalities or local markets such as the
      Galea, Creo, Tenara and Structura lines of the Athena product range of
      switches and sockets. These product lines are targeted at the principal
      countries in Europe that are influenced by the German standard. They share
      the same operating mechanisms but use different cover plates, feature more
      than 180 functions for use in both commercial buildings and homes, and
      offer strong aesthetic qualities.


We also aim to offer products that
      cover all segments of the end-user power control market. For example, in
      France, our product range includes the Neptune, Mosaic 45 and Sagane product
      lines, each of which has been upgraded regularly in the past years as new
      technological developments allow for additional functions.


The Neptune range, a basic one-piece
      fitting with a claw mounting mechanism that fits into a standard recessed
      wall box and that we have updated in 2003 by adding the Neptune V6 line,
      is a standard fitting in public housing.


The Mosaic 45 line has been upgraded
      since its introduction and provide now approximately 300 functions ranging
      from simple switches to coded keypad switches, programmable time switches,
      and detectors for use in security alarms and remote controls. Mosaic 45
      is designed to be fully compatible with a number of our wire management
      products, communications fittings and security devices, and management
      believes it has become a standard fitting for buildings in the commercial
      sector.


Sagane, updated in 2003 to include
      the new Kosi and Xeliomat cover plates, is a complete line of electrical
      fittings with approximately 120 functions and with strong aesthetic qualities.
      Sagane is targeted principally at the housing market. Sagane reflects our
      strategy of trading-up to value-added products using a single
      operating mechanism but many different cover plates. In 2004, the Sagane
      product line has been completed with communicative applications
      through the in On By Legrand offer that aims to introduce


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sophisticated functionalities such
    as the management of lighting, heating, sound diffusion, automated shutter
    closing and detection to residential buildings.

Similarly, in Italy, BTicinos
      Living International and Light ranges offer a wide range of functions including
      anti-intrusion systems. These product lines have also been completed with communicative applications
      through the My Home offer that aims to introduce sophisticated
      functionalities such as the management of lighting, heating and detection
      to residential buildings.


Other product lines with enhanced
      functions and design in the end-user power control product group include
      Plexo 55s in France, Trademaster in the United States, Quincino in Mexico
      and Pial+ in Brazil.


|Power protection
              products
|---------------------------------------

Power protection products consist
      of circuit breakers, distribution boards, electrical cabinets, earth leakage
      circuit breakers and other products that protect people, appliances and
      electrical systems from electrical faults.


In the circuit breaker market,
      we have steadily improved our performance by developing circuit breakers
      with increased performances both in electrical terms (technical performances,
      electronic regulations...) and in installation terms (ease of use and ease
      of installation). In accordance with our strategy to cover multiple markets
      using one product platform, we have extended the application of Lexic and
      BTdin from France and Italy to almost all the geographical zones. In addition,
      in accordance with our strategy to trade up to higher value- added functions,
      we have complemented these ranges with products having improved characteristics,
      such as air circuit breaker technology and a new compact four-pole
      ground-fault circuit breaker. The latter helps to detect any electrical
      current leakage, especially in proximity to water, and its compact size
      helps contractors reduce the size of the electrical cabinets.


Our DPX and Megatiker compact lines
      of molded case circuit breakers are used to protect electrical circuits
      in commercial and industrial buildings. These products protect circuits
      up to 1,600 amperes. They were rolled out first in the French and Italian
      markets and then to almost all the geographical zones. In accordance with
      our strategy of facilitating handling by distributors and installation
      by electricians and contractors, we have limited the number of catalog
      items required for DPX and Megatiker by introducing more common components
      and standardized accessories.


In 2004, we launched the XL3 cabinet
      offer in France and Spain and a similar offer called MAS in Italy This
      new range of cabinets is mainly dedicated for installers. It is an offer ready-to-use,
      equipped with wire guide rings, earth bar, rails and faceplates already
      assembled.


|Wire management
|---------------

Wire management products include
      baseboards, trunking and ducting, cable routing systems and other products
      that provide safe distribution of electricity and information in buildings.
      These items are designed to prevent potentially hazardous contact between
      electrical wires and cables and other electrical or mechanical equipment
      or any exposure of such wires and cables, which may pose a danger to end
      users. They are produced in a broad variety of sizes, colors, styles and
      materials. Our wire management products are designed to provide a consistent
      level of security throughout power distribution networks, to separate low-voltage
      power current from data networks in buildings (such as cables for VDI networks),
      and to enable installers and end-users to interconnect quickly and easily
      with our other products. These products combine quality, safety. reliability,
      aesthetics and adaptability to changes to the work environment. Within
      this product group, we offer various products designed specifically for
      the requirements of particular industries or businesses, such as our range
      of specialized baseboards and ducts for use in hospitals.


|VDI, communications
              and security
|----------------------------------------------

This product group consists of
      VDI applications for computer, telephone and TV systems, and other communications
      and security products such as audio and video entry phones, fire and intruder
      alarm systems, smoke, water, heat and motion detectors and emergency lighting
      equipment.




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In the VDI sector, we offer a broad
      range of pre-wiring hardware for computer, telephone and video applications,
      such as a new high transmission rate RJ45 multimedia socket for data communication
      applications, and patch panels or VDI cabinets, which facilitate the organization
      of telephone and data networks in buildings. In 2004, Ortronics, our international
      brand specialized in VDI launched the first Wi-Fi wall outlet, the Wi-Jack
      (Trademark).


In the communications sector, we
      offer a wide range of closed-circuit communications products such as audio
      and video entry phones and electric chimes for residential use. Our Sfera
      line of video house porters that is sold in both France and Italy, features
      a fast- scrolling electronic directory for apartment buildings, can memorize
      the last 12 visitors and can turn on the building light. Through BTicino,
      we have developed proprietary methods both for manufacturing these communication
      systems and for integrating an increasing number of functions through the
      expanded use of electronics.


We have developed significant know-how
      in smart house systems known as residential automation. Through
      these systems, appliances and electrical functions are connected to a central
      unit that can be controlled at a distance through the Internet or by fixed-line
      and cellular telephones. The end user is therefore able to regulate security,
      comfort and energy consumption remotely. These systems provide us an opportunity
      not only to sell the control unit, but also to provide the related wire
      management products, switches and sockets in an integrated package. We
      are developing domotic systems through several of our subsidiaries such
      as in France,with the In One By Legrand offer, in Italy with My Home and
      in the US with The Wattstopper presence detector offer and the OnQ Legrand
      home systems.


In the security sector, we offer
      fire and anti-intrusion alarm systems, smoke, water, heat and motion detectors,
      and emergency lighting equipment for homes, offices and other commercial
      properties. Our security systems are designed to permit rapid installation
      by the electrician and maximum flexibility, convenience and security for
      the end-user. At the same time, we focus on offering enhanced functions
      and performance improvements, such as, for example, wireless alarms,
      which do not need to have the detectors physically connected to the central
      alarm unit, thus simplifying installation. Our emergency lighting units
      include automatic self-checking of batteries and bulbs. In connection with
      the introduction of our new Type 1 fire alarm we offer full installation
      assistance under which our personnel work in conjunction with the installer
      from the planning stage through to completion of the installation, providing
      assistance with drawings, pricing and verification. In 2004, we updated
      our URA and Legrand emergency lighting systems to offer simplified and
      more reliable and secure maintenance.


|Industrial Electrical
              Products
|--------------------------------------------

We offer a range of specialized
      products that meet various specific industrial needs, such as sockets and
      electrical cabinets, transformers and power supplies, cabling components
      and signaling and controlling devices designed for commercial and industrial
      applications. This product group includes the Hypra heavy duty sockets
      range for harsh environment as well as the P17 range for more traditional
      application, both compatible with the International Electrotechnical Committee
      (IEC) standard. In the US, our Turnlock and Straight-Blade offers are compatible
      with the NEMA standard.


Other examples of our products
      within this group are the industrial electrical cabinets with our metal
      and stainless Altis and Atlantic ranges and our polyester Marina range.
      These ranges feature a complete matching range of standard and customized
      enclosures.


|Raw materials and suppliers
|---------------------------

Over the last two years, plastics
      account for approximately 43% of the raw material consumed in manufacturing
      our products, metals account for approximately 39% of the raw materials
      consumed in manufacturing our products, with the balance principally reflecting
      packaging materials (approximately 18%). Over 50 types of plastics and
      varying grades and colors of such plastics are used in the manufacture
      of our different products, with specific plastics selected according to
      their physical properties and ability to meet requirements such as durability,
      heat and impact resistance and ease in molding and injection or bonding
      with other components. Over the last two years, approximately 67% of the
      metals used by us are ferrous metals used in mechanisms and structures,
      and approximately 33% are non-ferrous metals, mainly brass and copper,


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used principally for conducting electricity,
    and aluminum. We also purchase certain finished and semi-finished electro-mechanical
    and electronic components for integration into our products such as closed-circuit
    video communications and sound diffusion products.

We aim to increase the percentage
      of raw materials purchased at the group level. This globalization will
      be implemented where management judges that cost savings can be achieved
      without loss of quality.


We are not materially dependent
      upon any single supplier for raw materials or components used in the manufacture
      of our products, and management believes that raw materials and components
      essential to our operations will remain easily available in all of our
      principal markets.


|Marketing and Distribution
|--------------------------

We sell our products in more than
      160 countries, with significant sales in France, Italy, the United States
      and, to a lesser extent, other European countries, Latin America and Asia.
      Our financial reporting structure is organized in five geographic segments,
      based upon region of production and not on where the products are sold.


For information on our audited
      net sales and operating income by segment and for information on our net
      sales by destination (i.e. where the products are sold), See Operating
      and Financial Review and Prospects.


|Marketing initiatives
|---------------------

Maintaining, expanding and leveraging
      brand and product loyalty are central to our strategy. Approximately, more
      than 95% of our consolidated net sales in 2004 were made to electrical
      hardware and equipment distributors. These distributors in turn sell the
      products principally to individual electricians or contractors, as well
      as to retail hardware stores. As a result, demand for our products is determined
      principally by the extent to which individual electricians and contractors
      request our products from their distributors, and a major portion of our
      marketing effort is directed towards this group.


Our sales and marketing staff represents
      approximately 15% of our worldwide headcount as of December 31, 2004. Our
      sales and marketing staff maintains close contact with distributors, electricians,
      contractors and designers to improve market knowledge of our products,
      and provides a number of services directed specifically to each type of
      building industry professional.


Our marketing focus is to consistently
      provide customers with a full range of reliable products and systems within
      a broader push and pull strategy. On the push side,
      we maintain a close relationship with electrical hardware and equipment
      distributors, focusing on product availability, just-in-time delivery and
      simplifying and expediting ordering, stocking and dispatching of our products.
      On the pull side, we seek to develop and sustain demand for
      our products by actively promoting them to electricians, contractors, specifiers
      (such as architects and engineering companies) and end users, with a focus
      on providing training, practical technical guides and business software
      applications and on ensuring reliable and readily available product supplies.


Electricians and contractors. For
      electricians and contractors, our focus is on providing training, practical
      technical guides and business software applications and on ensuring reliable
      product supplies.


We offer training programs to electricians
      and contractors locally as well as at our Innoval international
      training center in Limoges, France. These training programs are designed
      to expand installers expertise and services to include our new electrical
      equipment and new installation methods. The Innoval training center offers
      30 separate hands-on programs in areas ranging from the wiring of electrical
      cabinets and fiber-optic cabling to installing emergency lighting systems
      and regulations applicable to the electrical installation business. The
      Innoval training center is fully automated and uses facilities that include
      movable workbenches and video and IT tools. Since its launch in 1999 the
      number of training provided to customers more than double. Over the period
      1999-2004, the center has provided training programs to an average of approximately
      1,000 individuals per year. In addition, we offer training programs on
      a localized basis through initiatives in countries including the United
      Kingdom, Greece and Brazil.




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In France, we have established
      a series of websites for industry professionals, directed at separate categories
      of businesses, from architects to self-employed electricians. After keying
      in their password, users have quick, easy access to regularly updated material
      that includes automatic selection charts, catalogs, design tools, order
      records and more. Our other electronic catalogs include the E-catalog product
      database  also available on PDA  and SpecPartner, a service
      provided by Pass & Seymour in the United States. We have established
      a group-wide software multimedia unit to coordinate our range of on-line
      guides and business software.


Our business software applications
      include for example XL-Pro2 software for electrical cabinet wiring, LabelMo
      labeling software for VDI networks, an add up and sell quotation
      package for self-employed electricians.


In addition, we ensure that our
      products are available in the long-term, thus enabling installers to replace
      or upgrade individual units with compatible equipment and without the need
      to reconstruct an entire electrical system.


Electrical products distributors. Initiatives
      aimed at distributors focus on constant product availability, just-in-time
      delivery and simplifying and speeding up the tasks of ordering, stocking
      and dispatching our products. We have focused on facilitating catalog use
      by providing electronic catalogs and reducing the number of catalog references,
      standardizing packaging sizes and appearance, and introducing innovative
      features such as pre-sorted deliveries.


Examples of our initiatives include:


| |  | In France, many of our
          distributors have agreed to maintain priority stocks of certain of
          our products at all times. We, in turn, maintain large quantities of
          non-priority products in our finished goods inventory which, coupled
          with a computerized inventory control system, enables us to respond
          rapidly to distributors orders. In emergency situations, our
          products not stocked by distributors can be delivered within 48 hours
          to any location in France through Dispo-express, our own
          delivery service.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | In the United States, Pass & Seymour
          receives inventory details from certain large distributors on a daily
          basis. When stock levels drop below a pre-defined level, new stocks
          are prepared and shipped immediately. Pass & Seymour also has an
          action plan which provides for the delivery of key products to distributors
          in the event of a natural disaster.

End-users. For end users,
      we actively promote our products through specific marketing and advertising
      campaigns emphasizing the design and functional aspects of our products,
      as well as through call centers that provide full information on new applications
      and through attractive and informative packaging.


|Logistics, inventory
              management and distribution
|--------------------------------------------------------------

We strive to ensure timely product
      delivery while reducing inventory-carrying costs. To that effect, we have
      implemented industrial management methods such as Kanban and Manufacturing
      Resources Planning 2, or MRP.2.


Kanban is an inventory just-in-time
      management system that manages the amount of parts required for various
      subassemblies and parts required for final assembly. Kanban manages the
      inventory system so that batches from the supplying work centers are provided
      whenever they are needed in assembly or distribution centers. Kanban is
      one of the most popular inventory management systems and is based on the
      use of kanbans, which are cards.


The Kanban system is either a single
      or two card system whereby if a work center produces a part which is then
      stored and subsequently distributed, the work center will not be authorized
      to start production of another part until it receives the card from either
      the assembly or distribution center indicating that the initial part has
      been utilized.




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Manufacturing Resources Planning
      is a production management system which enables us to plan the use of all
      manufacturing resources, including those related to operational planning,
      financial planning, business planning, capacity requirements and master
      production scheduling.


We also focus on product design
      and manufacturing measures on an ongoing basis in order to increase the
      number of standardized components used in our products.


In each market where we distribute
      our products, we maintain logistic systems, inventory management systems
      and distribution systems adapted to local market conditions. Our operating
      subsidiaries typically accept orders and ship products out of their own
      stock. These stocks include both products produced locally and products
      manufactured in other jurisdictions but distributed locally. We have implemented
      automated and computerized systems for many of our warehouses, as well
      as centralized inventory management. Our four biggest warehouses (located
      in France and Italy which supply most of the European countries where we
      have market share) are equipped with a highly advanced warehouse management
      system, Warehouse Management System (WMS), allowing us to manage inventory
      and to schedule preparation of items for delivery on a real time basis.
      This system has enabled us to dramatically improve our quality of deliveries
      by ensuring that the right items are delivered at the right time.


Our DRP (Distribution Resources
      Planning) tool manages inventories, forecasts, planning and replenishment
      for 21 subsidiaries worldwide (Spain, Italy, Belgium, UK, Germany, Austria,
      Portugal, Switzerland, Netherlands, Ireland, Poland, Turkey, Greece, Chile,
      Singapore Russia, Czech Republic, Slovakia, Romania, Mexico and Columbia)
      for the Legrand brand name and 8 subsidiaries (France, Belgium, Spain,
      Germany, Austria, Chile, Costa Rica and Mexico) for the BTicino brand name.
      The addition of Brazil and Ukraine are planned for 2005.


Our subsidiaries operate on a decentralized
      basis, in accordance with our organizational strategy. For example, they
      are able to determine rebates and discounts within the limits of strategic
      parameters set by our central management, and are reviewed regularly (at
      least annually) in order to monitor and correct performance. Our ratio
      of inventory value to consolidated net sales has declined from 15.2% at
      year-end 2001 to 14.4% at year-end 2004 mainly due to our various initiatives
      to streamline logistics and inventory management.


|Principal customers
|-------------------

We make sales principally to electrical
      distributors, generally on the basis of our standard terms and conditions
      for sales in each market. Our two largest customers are the French electrical
      wholesale groups Sonepar and Rexel. Sonepar and Rexel accounted for approximately
      26%, 26% and 26% of our consolidated net sales in 2002, 2003 and 2004,
      respectively. See Risk Factors  We may be adversely affected
      by our reliance on our two largest distributors. Management believes
      that no other single customer or affiliated group of customers represented
      more than 5% of our worldwide consolidated net sales in 2004. Our other
      main customers include FinDea SpA in Italy, and Graybar, Wesco, Home Depot
      and Anixter in the United States.


|Dependence on Patents & Licenses
|--------------------------------

We hold more than 4,700 utility
      patents in close to 70 different countries, some of which relate to the
      filing of the same or similar patented technologies in multiple jurisdictions.
      Our utility patents portfolio is diversified with approximately 17% of
      our utility patents held in France, 12% in Italy, 10% in Germany, 9% in
      the United States, 8% in Spain and 8% in the United Kingdom and the remaining
      36% in other countries.


Our utility patents cover approximately
      1,450 different systems and technologies. In 2004, we registered close
      to 80 new patented technologies. The average age of our utility patent
      portfolio is approximately eight years which is typical for other players
      in the market for our products. We usually do not license the use of our
      products to third parties nor do we license use of technologies from third
      parties.


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|Competition
|-----------

We focus on the worldwide market for products and systems for low-voltage electrical installations and information networks in buildings  to the exclusion, for instance, of markets such as electricity generation or transmission, bulbs and lighting equipment, and
electrical cabling. Management estimates that net sales in the markets in which the same or similar types of products available in our catalog are sold amounted to approximately €49 billion in 2004 worldwide. With annual sales of €2.9 billion in 2004, management estimates
that we held an average worldwide share of approximately 6% of the markets in which the same or similar types of products available in our catalog are sold.


We have well-established market positions in France, Italy and several other European countries, as well as in North and South America. Our principal direct competitors include:


| |  | specialized companies which mainly operate locally, such as Hager Tehalit in France, Gewiss SpA and Vimar SpA in Italy, Niko N.V. in Belgium, Rittal GmbH & Co. KG, Merten GmbH & Co. KG and Jung in Germany, Simon in Spain, MK Electric Ltd. and Electrium
Ltd. (United Kingdom) in the Rest of Europe segment, Leviton Mfg. Company, Inc., Panduit Corp., Thomas & Betts Corp., Eaton Corp. and Hubbell Inc. (United States) in the United States and Canada segment; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | division of large multinational companies that compete with us in more than one national market, although not with respect to the full range of their products, such as Schneider, ABB Asea Brown Boveri Ltd., Siemens AG, General Electric Company, Matsushita Group,
Hubell Inc., and Cooper Industries, Inc.

The demand for our products is determined principally by the extent to which electricians and contractors request our products from distributors. Management believes that electricians and contractors familiarity with and confidence in our products is a key element in
maintaining and expanding our market position. In addition, management believes that in countries where we have established a well-developed market position, the repeated use by electricians and contractors of our products strengthens our position and represents an important
competitive advantage. Manufacturers that do not have an established reputation for providing a broad range of quality products over the long term may face significant disadvantages due to the historical reluctance of electricians and contractors to test new manufacturers
without proven track records.


Management believes that our principal markets are characterized by a relative lack of commoditization of electrical products, and that, while price is one factor which may influence electricians or contractors choice of product brand, various other factors may
influence the choice of brand including individual electricians or contractors familiarity with and confidence in a specific brand, ease of installation, product features and technical performance, product safety, the depth of related and compatible products, long-term product
availability and sales and technical support. Accordingly, our ability to compete successfully depends on determining and meeting those needs, as well as the development of new or improved products. For further information, see  Marketing and Distribution.


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| | C   Organizational Structure
| | ----------------------------

|               
|---------------
|Legal structure

The diagram below summarizes the legal structure of Legrand Holdings operating subsidiaries.




|Organizational structure
|------------------------

In France, our operations are organized through Legrand SA and Legrand SNC (which operate manufacturing and distribution facilities in different regions in France and, through local subsidiaries elsewhere in Europe, Latin America, North America, Africa and Asia)
and other operating subsidiaries. In Italy, we operate primarily through our largest Italian operating subsidiary, BTicino, which operates manufacturing and distribution facilities in different regions in Italy and, through local subsidiaries elsewhere in Europe, Latin America and
Asia. In the United States and Canada, we conduct our operations principally through The Wiremold Company, Pass & Seymour, The Watt Stopper and Ortronics.


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We operate manufacturing and/or distribution subsidiaries and offices in more than 60 countries and sell our products in more than 160 different national markets. We report our results in the following five geographic segments, based on region of production:


| |  | the France segment, which represented approximately 32.0% of our consolidated net sales in 2004 and where 34.1% of our employees were located at year-end 2004. Approximately 87% of the net sales recorded by the France segment in the year ended December 31,
2004 related to products sold in France, while the remainder related to export sales.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Italy segment, which represented approximately 20.4% of our consolidated net sales in 2004 and where 12.6% of our employees were located at year-end 2004. Our largest subsidiary in Italy is BTicino, which operates manufacturing and distribution facilities located
in different regions of Italy, as well as elsewhere in Europe (principally Spain, Belgium and Germany), Latin America (Mexico, Chile, Venezuela, Peru and Costa Rica) and Asia (Thailand). Sales by facilities located outside of Italy are recorded by the segments
corresponding to its respective geographic region.

| |   |                                                                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Rest of Europe segment, which represented approximately 19.3% of our consolidated net sales in 2004 and where 17.3% of our employees were located at year-end 2004. Our principal operations in European countries other than France and Italy are located in
Belgium, Poland, Russia, Portugal, Spain, the United Kingdom, Greece and Turkey.

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the United States and Canada segment, which represented approximately 18.4% of our consolidated net sales in 2004 and where 11.3% of our employees were located at year-end 2004. Our largest subsidiary in the United States and Canada segment is The Wiremold
Company, which (itself and through subsidiaries) operates manufacturing and distribution facilities located in different regions of the United States and Canada, as well as in China. Sales by the facilities located outside of the United States and Canada are recorded by the
segments corresponding to its respective geographic region.

| |   |                                                                                                                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the Rest of the World segment, which represented approximately 9.9% of our consolidated net sales in 2004 and where 24.7% of our employees were located at year-end 2004. Our principal operations in other countries are located in Brazil, India, Mexico and South
Korea.

Our international business is structured on a decentralized, entrepreneurial basis, with local managers urged to manage local operations using an approach sometimes characterized as manage it as if it were your own company. As a result, our subsidiaries and local
operations are given significant latitude to manage the groups business locally and to organize personnel policies. We believe that this approach motivates managers and employees, and increases our responsiveness to the needs of and changes in local markets.


This approach is characterized by a close integration of subsidiaries that is the result of our historic focus on one core business activity pursuant to which the various local subsidiaries exchange their knowledge, areas of expertise, components and finished and semi-
finished products. Some subsidiaries, such as Ortronics (USA) and Arnould (France) for VDI products, Antibes (France), Bergame and Varese (Italy) for power protection products and The Watt Stopper (USA) for automated lighting, act as centers of expertise for the group as
a whole. In addition, we have put in place a series of teams across the group to coordinate and streamline policies in areas where we believe that a group-wide approach would lead to greater efficiency, such as manufacturing and research and development activities. We
believe that a global approach in these fields could lead to greater efficiency. These teams have broadened and strengthened as part of the organizational initiative launched in October 2001.


In addition, management exercises strong strategic, marketing, product development and financial controls at the group level. Annual budgets, business plans by market, product and country and the strategic parameters of local operations are set by our central
management, and are reviewed regularly in order to monitor and improve performance.


| | D   Property, plants
              and equipment
| | ------------------------------------------------

We seek to optimize our manufacturing processes, to improve our efficiency and to reduce our production costs by increasing the level of specialization within each site according to particular technologies


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or product families, by relocating production in low-labor cost areas and by increasingly implementing a make or buy analysis on a group-wide basis (we will consider greater outsourcing of
production where management judges that cost savings can be achieved without loss of key intellectual proprietary expertise or quality). We constantly seek solutions to increase productivity,
particularly in periods of recession or of decreases in demand in our markets. In that respect, since 2002 we have closed certain plants, notably in the United Kingdom, Austria, France, Poland,
Italy, Singapore, Brazil, Mexico and the United States.Currently the respective industrial divisions reflecting our five product groups elaborate their respective strategic plans.

Our manufacturing plants, together with our headquarters, represent our major properties. We operate over 50 manufacturing sites and complexes in more than 20 countries around the world, most of which are located in rural areas and employ between 200 and 500
individuals per site. Our most significant production sites are located in France, Italy and the United States.


Sets forth below are the names, the value and the location of our material tangible assets:


|                         |  | Legrand Holding SAValue as of December 31, 2004(€) million |     
|------------------------ |  | ---------------------------------------------------------- | ----
|Site or Subsidiary       |  |                                                            | Land
|                         |  |                                                            |     
|Legrand Limoges          |  |                                                            | 12.2
|Legrand Normandie        |  |                                                            | 2.6 
|Inovac                   |  |                                                            | 1.1 
|Planet Wattohm           |  |                                                            | 0.3 
|Arnould                  |  |                                                            | 0.2 
|Legrand Antibes          |  |                                                            | 0.5 
|Legrand Strasbourg       |  |                                                            | 0.0 
|Bticino Italy            |  |                                                            | 2.5 
|Legrand Italy            |  |                                                            | 2.0 
|Legrand Portugal         |  |                                                            | 1.1 
|United Kingdom           |  |                                                            | 5.2 
|Fael Poland              |  |                                                            | 0.0 
|Kontavill Hungary        |  |                                                            | 0.2 
|Legrand Germany          |  |                                                            | 0.4 
|Wiremold-North America   |  |                                                            | 1.4 
|Pass & Seymour  USA     |  |                                                            | 2.0 
|Pial Brasil              |  |                                                            | 1.1 
|Anam Legrand South Korea |  |                                                            | 8.5 
|Rocom Hongkong           |  |                                                            | 1.6 

In France, our main concentration of manufacturing sites is located near our headquarters in Limoges. We have additional manufacturing sites throughout France and in particular in Normandy and Antibes. We have also manufacturing sites in the south of France which
produce specialized and high performance fittings, such as telephone and computer sockets. We also manufacture circuit breakers in northeastern France, retail products and plastic cable ducts in central France and the Paris region, and emergency lighting units in western
France.


In Italy, our main manufacturing site is located in the Varese region of northern Italy, where we produce a broad range of residential and commercial end-user power control fittings and wire management equipment. Other manufacturing sites in northern Italy are
dedicated to residential fittings, intercoms, entry-phones, molded-case circuit breakers and electrical cabinets. We presently operate a total of ten production plants in Italy.


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In the Rest of Europe, we principally have manufacturing sites in Germany, Hungary, Poland, Portugal, Russia, Turkey and Spain.


In the United States and Canada, our main manufacturing sites are located in North Carolina, Connecticut, and Pennsylvania where we produce ranges of residential, commercial and industrial electrical wiring devices as well as wire management products and VDI
products.


In the Rest of the World, we have facilities in Australia, Brazil, Colombia, Costa Rica, Chile, China, Egypt, India, Iran, Mexico, Morocco, Peru, South Korea, Thailand and Venezuela.


|Environmental matters
|---------------------

We, like other companies in similar industries, are subject to a broad range of environmental laws and regulations in each of the jurisdictions in which we operate. These laws and regulations impose increasingly stringent environmental obligations regarding, among
other things, air emissions, asbestos, noise, wastewater and solid waste discharges, the protection of employee health and safety, the use and handling of hazardous waste or materials, waste disposal practices and the remediation of environmental contamination. We could
therefore be exposed to costs and liabilities, including liabilities associated with divested assets and past activities under environmental laws. In most of the jurisdictions in which we conduct our operations, industrial activities are subject to obligations to obtain environmental
permits, licenses and/or authorizations, or to provide prior notification to the appropriate authorities.


Our objective is to comply in all material respects with applicable environmental and pollution control laws, and all related permit requirements. We believe that the principal environmental risks arising from our current operations relate to consequences of fire accident,
our metal cutting and surface treatment activities and use of paints in manufacturing activities.


As part of obtaining ISO 14001 certification for our plants, we have implemented a policy of identifying environmental risks with the assistance of environmental consultants and, where appropriate, we are taking necessary remedial action. Each plant either has a person
specifically responsible for environmental matters or such duties rest with the plant manager and/or manufacturing manager. In 2004, 45 manufacturing units were awarded ISO 14001 certification for environmental compliance. As part of our process of expanding ISO 14001
certification to more plants we may become aware of unknown environmental risks and liabilities, such as at properties where environmental assessments have not previously been conducted.


Asbestos Containing Materials, or ACM, were formerly commonly used as building materials such as insulation or tiling in industrial buildings. The use of ACM was standard practice throughout the world until the late 1970s when it began to be phased out. Given the
varying ages of our production facilities, we have identified ACM as being present at certain of our facilities and certain of our employees may have been exposed to asbestos present in such buildings  See Legal Proceedings below.


We believe that our reserves for environmental risks are recorded in an appropriate amount when environmental assessments are made or remedial efforts are probable and the costs can be reasonably estimated, but in no event later than our commitment to a plan of
action. However, it is often difficult to quantify environmental liabilities, so we may need to revise our current reserves to address all of our current environmental liabilities.


|Insurance
|---------

We are insured primarily through centralized global packages. We believe that the coverage provided by these packages is generally comparable to that of industrial groups of the same size and in the same sector throughout the world. These packages provide global
coverage for significant risks and activities related to our operations and activities including damage to property and resulting operating losses, executive (directors and officers) and civil and product liability.


We intend to continue our practice of obtaining global packages where practicable, increasing coverage where necessary and reducing costs through self-insurance where appropriate.


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|Legal Proceedings
|-----------------

In October 2003 an action was brought against us and two other major suppliers of back-wires in the United States alleging that one of our products, quick connect receptacle, is not suitable for consumption and should be withdrawn from the United States markets and
all production should be discontinued. We have responded to these allegations and fixed a counterclaim, as we believe that this claim is unsubstantiated. The quick connect receptacle has been sold in the United States over the past years and during such period no accidents
have been reported in connection with the use of such receptacles. In addition we do not believe that the claimant has evidence of damages nor has the claimant alleged any damages or accidents from the receptacle use in this claim. This litigation is currently being considered
by the Superior Court of the State of California and the United States District Court of South Carolina Charleston Division as to certain procedural matters. At this time and although we believe the claims are unsubstantiated.


In the second half of 2001, approximately 180 current and former employees of BTicino, our primary Italian subsidiary, commenced two class actions and three individual suits against the Italian social security agency for early retirement payments citing alleged
exposure to asbestos during the manufacture of products at our Torre del Greco facility. BTicino, as the employer, is a party to the suit, as is customary under Italian law. Pursuant to Italian law, if the employees prove long-term (at least 10 years) exposure to asbestos, they
may be entitled to retire early and, as a result, could receive higher retirement payments over the course of their retirement. Although any early retirement payments would be payable by the Italian social security agency, we cannot assure you that the Italian social security
agency will not seek a contribution from us for all or a portion of the payments. Further, regardless of whether the employees are successful in their claim for early retirement payments, they may also commence personal injury claims against us relating to damages they could
allege to have suffered. Should any employee proceed with such claims, we could incur significant costs defending against such claims and could be required to pay potentially significant damage awards. Our potential exposure in Italy would depend, among other things, on the
type and scope of asbestos damage claims asserted against us (which have not yet been asserted). As a result, we cannot estimate our potential exposure with respect to asbestos claims, and there can be no assurance that such claims will not, individually or in the aggregate,
have a material adverse effect on our business, financial condition and cash flows.


With respect to environmental matters and mainly because of past operations and the operations of predecessor companies, we are a party to various lawsuits and claims of types that are common to companies in the manufacturing sector, including claims relating to
groundwater and soil contamination due to disposal and releases of hazardous substances and waste. We do not expect the outcome of any such proceedings, either individually or in the aggregate, to have a material adverse effect on our operations, financial condition or cash
flows. New information or future developments, such as changes in law (or its interpretation), environmental conditions or our operations, could result in increased environmental costs and liabilities that could have a material effect on our financial condition or results of
operations.


We are also involved in other litigation from time to time in the ordinary course of our business. We do not expect the outcome of such proceedings, either individually or in the aggregate, to have a material adverse effect on our operations, financial condition or cash
flows.


|Exchange Controls
|-----------------

Under current French exchange control regulations, there are no limitations on the amount of cash payments that may be remitted to non-residents of France. Laws and regulations concerning foreign exchange controls do require, however, that all payments or transfers
of funds made by a French resident to a non-resident be handled by an authorized intermediary bank. All registered banks and substantially all credit establishments in France are accredited intermediaries.


|ITEM 5. LEGRAND HOLDING OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|--------------------------------------------------------------------

Unless otherwise indicated, all amounts in this discussion and analysis are presented in accordance with accounting principles generally accepted in France (French GAAP). You should read the following discussion of our financial condition and results of operations
together with the consolidated financial statements and the notes to such statements included in this annual report.


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French GAAP differs in certain significant respects from accounting principles generally accepted in the United States of America (US GAAP). For a description of the differences between French GAAP and US GAAP as they relate to us as well as a reconciliation
of our consolidated net income (loss) and consolidated shareholders equity between French GAAP and US GAAP, refer to note 29 to our consolidated financial statements.


On December 10, 2002, we acquired through our subsidiary Legrand SAS approximately 98% of the outstanding share capital of Legrand SA. On October 2, 2003, we acquired the remaining shares of Legrand SA following a public buy-out offer and a minority interest
squeeze out.


In connection with the acquisition of Legrand SA, we changed our fiscal year end from July 31 to December 31, resulting in a 17-month fiscal period ended December 31, 2003 in accordance with French GAAP. In addition to these statutory periods, our financial
statements prepared in accordance with French GAAP also include statements of income for the calendar year ended December 31, 2003 and the five-month period from August 1, 2002 to December 31, 2002. Prior to our acquisition of Legrand SA, we had no significant
operations of our own. Accordingly, our results of operations for the five-month period from August 1, 2002 to December 31, 2002 represents operations since December 10, 2002, the date of our acquisition of Legrand SA. Because we had no significant operations of our own
prior to December 10, 2002, Legrand SA is considered our predecessor.


For purposes of presenting our operating and financial review and prospects, we utilized reporting periods (calendar year ended December 31, 2003 and five-month period from August 1, 2002 to December 31, 2002) rather than statutory periods (17-month period
ended December 31, 2003) as the basis for the discussion that follows. Throughout the discussion that follows (Operating and Financial Review and Prospects), we refer to the calendar years ended December 31, 2004, 2003 and 2002 as 2004, 2003 and 2002.


We analyzed the change in our historical results of operations for 2003 by comparison to our historical results of operations for the period from December 11, 2002 through December 31, 2002. Because our historical results of operations in 2002 do not represent
results of operations for an entire year and are, therefore, not directly comparable to our historical results of operations for 2003, we adjusted the analyzed change by the historical results of operations of our predecessor for the period from January 1, 2002 to December 10,
2002.


The financial information set out below relating to the operating income by geographic segments and interest expenses for the year 2004 differs from the financial information set out in note 27 in the Form 6-K filed with the Commission on February 8, 2005, the
financial information set out below is the correct information.


Please note that all percentages may vary by one or two digits as they may be calculated on figures that have not been rounded.


|Overview
|--------

We are one of the worlds leading international manufacturers of products and systems for low-voltage electrical installations and data networks used in residential, commercial and industrial buildings. We are a pure-play operator, focused on developing,
manufacturing and marketing a complete range of low-voltage electrical equipment-to the exclusion, for example, of electricity generation or transmission, bulbs and cables. We began operating more than 79 years ago and market our products under widely recognized brand
names, including Legrand, Bticino and Orttronics. We are headquartered in Limoges, France with manufacturing and/or distribution subsidiaries and offices in more than 60 countries, and we sell our products in more than 160 national markets. Our key markets are France,
Italy and the United States, which accounted for approximately 67% of our net sales (by customer location) on average over the last three fiscal years.


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| | A   Operating Results
| | ---------------------

|            
|------------
|Introduction

Our management analyzes our financial condition and results of operations on the basis of five geographic segments based on region of production and not on where we sell our products. These are:


| |  | France,
| | - | -------

| |   |       
| | - | ------
| |  | Italy,

| |   |                
| | - | ---------------
| |  | Rest of Europe,

| |   |                              
| | - | -----------------------------
| |  | United States and Canada, and

| |   |                   
| | - | ------------------
| |  | Rest of the World.

For most purposes, we organize our management structure and internal controls on the basis of our geographic segments or national markets, rather than by product type or class, because local economic conditions and consumer demands are the principal factors
affecting our sales and market performance.


For information on the impact of fluctuations in exchange rates on our consolidated results, see  Variations in Exchange Rates below.


The table below shows a breakdown of net sales and operating income of Legrand Holding by geographical segment for the fiscal years ended December 31, 2004 and 2003 and the period from December 10, 2002 to December 31, 2002 and a breakdown of net sales
and operating income of Legrand SA, our predecessor, by geographic segment from January 1 to December 10, 2002.




|                            |  | Predecessor                                        |         | Legrand Holding SA                                   | 
|--------------------------- |  | -------------------------------------------------- | ------- | ---------------------------------------------------- | 
|                            |  |                                                    |         |                                                      | 
|                            |  | Period fromJanuary 1, 2002throughDecember 10, 2002 |         | Period fromDecember 10, 2002throughDecember 31, 2002 | 
|                            |  |                                                    |         |                                                      | 
|                            |  | €                                                  |         | %                                                    | 
|Net sales by origin:        |  |                                                    |         |                                                      | 
|France                      |  |                                                    | 849.0   |                                                      | 
|Italy                       |  |                                                    | 533.0   |                                                      | 
|Rest of Europe(1)           |  |                                                    | 463.0   |                                                      | 
|United States and Canada    |  |                                                    | 608.0   |                                                      | 
|Rest of the World(2)        |  |                                                    | 295.0   |                                                      | 
|                            |  |                                                    |         |                                                      | 
|Total                       |  |                                                    | 2,748.0 |                                                      | 
|                            |  |                                                    |         |                                                      | 
|Operating income by origin: |  |                                                    |         |                                                      | 
|France                      |  |                                                    | 140.0   |                                                      | 
|Italy                       |  |                                                    | 104.0   |                                                      | 
|Rest of Europe(1)           |  |                                                    | 14.0    |                                                      | 
|United States and Canada    |  |                                                    | 20.0    |                                                      | 
|Rest of the World(2)        |  |                                                    | 64.0    |                                                      | 
|                            |  |                                                    |         |                                                      | 
|Total                       |  |                                                    | 342.0   |                                                      | 
|                            |  |                                                    |         |                                                      | 

| | 
| | 

|(1) | Including principally Belgium, Poland, Portugal, Spain and the United Kingdom. Russia was added in 2004
|--- | -------------------------------------------------------------------------------------------------------

|(2) | Including principally Brazil, Chile, Colombia and Mexico in Latin America, and India, South Korea and Thailand in Asia.
|--- | -----------------------------------------------------------------------------------------------------------------------

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In order to provide investors with information on where we sell our products, the table below shows a breakdown of net sales of Legrand Holding by geographical segment for the fiscal years ended December 31, 2004 and 2003 and the period from December 10, 2002 to
December 31, 2002 and a breakdown of net sales of Legrand SA, our predecessor, by geographic segment for the period from January 1 to December 10, 2002. Sales by destination means all sales made to third parties by us in a given geographic market.




|                          |  | Predecessor                                        |        | Legrand Holding SA                                   | 
|------------------------- |  | -------------------------------------------------- | ------ | ---------------------------------------------------- | 
|                          |  |                                                    |        |                                                      | 
|                          |  | Period fromJanuary 1, 2002throughDecember 10, 2002 |        | Period fromDecember 10, 2002throughDecember 31, 2002 | 
|                          |  |                                                    |        |                                                      | 
|                          |  | €                                                  |        | %                                                    | 
|Net sales by destination: |  |                                                    |        |                                                      | 
|France                    |  |                                                    | 736.0  |                                                      | 
|Italy                     |  |                                                    | 525.0  |                                                      | 
|Rest of Europe(1)         |  |                                                    | 479.0  |                                                      | 
|United States and Canada  |  |                                                    | 597.0  |                                                      | 
|Rest of the World(2)      |  |                                                    | 411.0  |                                                      | 
|                          |  |                                                    |        |                                                      | 
|Total                     |  |                                                    | 2748.0 |                                                      | 
|                          |  |                                                    |        |                                                      | 

| | 
| | 

|(1) | Including principally Belgium, Poland, Portugal, Spain and the United Kingdom.
|--- | ------------------------------------------------------------------------------

|(2) | Including principally Brazil, Chile, Colombia and Mexico in Latin America, and India, South Korea and Thailand in Asia.
|--- | -----------------------------------------------------------------------------------------------------------------------

|                                             
|---------------------------------------------
|Factors that Affect our Results of Operations

|         
|---------
|Net Sales

Net sales by segment include sales of products that are exported from the segments geographic area, but exclude all intra-group sales.


Our various national and regional markets have different demand trends, principally as a result of local economic conditions and local standards of living, which affect the level of renovation, refurbishment and new building of homes, stores and office buildings, as well
as the level of corporate investment in industrial facilities. Underlying demand is also linked to the rate of real estate turnover, since newly acquired properties are frequently renovated or refurbished. We estimate that approximately 60% of our consolidated net sales are
generated from the renovation market, which we believe limits our exposure to the more cyclical nature of the new construction market which represents approximately 40% of our consolidated net sales.


Changes in our consolidated net sales reflect five principal factors:


| | (i) | changes in sales volume (i.e. the number of units of each product sold in each period);
| | --- | ---------------------------------------------------------------------------------------

| |      |                                                                                                     
| | ---- | ----------------------------------------------------------------------------------------------------
| | (ii) | the mix of products sold, including the proportion of new or upgraded products with higher prices;

| |       |                                                                                                                   
| | ----- | ------------------------------------------------------------------------------------------------------------------
| | (iii) | changes in product sales prices (including quantity discounts and rebates, and cash discounts for prompt payment);

| |      |                                                                                                                                                                                                                                
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) | fluctuations in exchange rates between the euro and the currency in which the relevant subsidiary maintains its accounts, which affect the level of net sales from that subsidiary as expressed in euro upon consolidation; and

| |     |                                                                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) | changes in the subsidiaries consolidated by us, principally as a result of acquisitions or disposals (which we refer to as changes in the scope of consolidation).

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|Cost of Goods Sold
|------------------

Cost of goods sold consists principally of the following:


| |  | Costs of materials used in production. Excluding the impact of a non-recurring, non-cash purchase accounting charges of €125.8 million in 2003 and of €49.4 million in 2002 related to the re-valuation of inventories incurred in connection with the acquisition (the
non-recurring, non-cash purchase accounting charge), costs of production materials accounted for approximately 52% of our consolidated cost of goods sold on average over the last three fiscal years. Approximately 64% of the cost of production materials relates to
components and semi-finished goods and 36% to raw materials. We purchase most of the materials used in production locally. As a result, the prices of these materials are generally determined by local market conditions. However, we are aiming to increase the percentage
of production materials that we purchase at the group level in order to benefit from economies of scale and enhanced purchasing power.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Salary costs and payroll
            charges for employees involved in manufacturing. These generally
            increase on an aggregate basis as sales and production volumes increase,
            and decline as a percentage of net sales as a result of economies
            of scale associated with higher  production volumes. Excluding the
            impact of a non-recurring non-cash purchase accounting charge of €125.8
            million due to the revaluation of inventories in 2003, salaries and
            payroll charges accounted for approximately 28% of cost of goods
            sold on average over the
last three fiscal years.

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Revaluation of inventories due to the Acquisition.In connection with the acquisition of Legrand SA, we recorded a purchase accounting adjustment related to the re-valuation of inventories. This adjustment reflects the non-recurring, non-cash purchase accounting
charges of €125.8 million in 2003 and of €49.4 million in 2002. As of December 31, 2003, this purchase accounting adjustment has been fully reversed and charged to income; consequently it will have no impact on our future results of operations.

| |   |                                              
| | - | ---------------------------------------------
| |  | The remaining cost of goods sold consists of:

| |  |   |                              
| |  | - | -----------------------------
| |  |  | depreciation of fixed assets;

| |  |   |                                                                                                                                                  
| |  | - | -------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | outsourcing or subcontracting costs which have increased over the last two years due to our more systematic make or buy approach of projects; and

| |  |   |                                                                               
| |  | - | ------------------------------------------------------------------------------
| |  |  | other general manufacturing expenses, such as expenses for energy consumption.

The main factors that influence cost of goods sold as a percentage of net sales include:


| |  | production volumes, as we achieve economies of scale through higher production volumes by spreading fixed production costs over a larger number of units produced;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the implementation of cost control measures aimed at improving productivity, including automation of manufacturing processes, reduction of fixed production costs, refinements in inventory management;

| |   |                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the implementation of a purchasing project aimed at optimizing purchasing and reducing costs through globalization, internationalization and standardization; and

| |   |                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | product life cycles, as we typically incur higher cost of goods sold associated with manufacturing over-capacity during the initial stages of product launches and when we are phasing out discontinued products.

|                                   
|-----------------------------------
|Administrative and Selling Expenses

Our administrative and selling expenses consist principally of the following:


| |  | salary costs and payroll charges for sales personnel and administrative staff, which accounted on average for approximately 55% of our administrative and selling expenses over the last three fiscal years. Aggregate expenses relating to our sales personnel generally
increase or decrease principally with changes in sales volume due to the need to increase or decrease sales personnel to meet changes
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | in demand. Aggregate expenses
          relating to our administrative staff are generally less influenced
          by changes in sales volumes;
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                 
| | - | --------------------------------------------------------------------------------
| |  | expenses related to the
          use and maintenance of administrative offices;

| |   |                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------
| |  | other administrative expenses,
          including expenses relating to logistics and information systems;

| |   |                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | general advertising expenses,
          which tend to increase as we launch new, higher value-added and more
          expensive products that require increased marketing efforts;

| |   |                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | other selling expenses,
          such as printing costs for catalogs and expenses incurred in connection
          with travel and communications, and

| |   |                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------
| |  | amortization expense for
          trademarks recorded in conjunction with the acquisition of Legrand
          SA.

|Operating Income
|----------------

Our operating income consists of
      net sales, less cost of goods sold, administrative and selling expenses
      and other operating expenses. Other operating expenses include, principally,
      amortization of goodwill, as well as research and development costs and
      restructuring charges. Operating income does not include our interest income
      (expense) (described below).


In general, increases in sales
      volume and related increases in production volumes may generate economies
      of scale due to lower operating expenses per unit sold, which results in
      higher operating income, both in absolute terms and as a percentage of
      net sales. For example, in the France, Italy segments where we have well-established
      market positions and in the Rest of the World, operating income adjusted
      for purchase accounting entries as a percentage of net sales is higher
      than in segments where our market position is less developed.


|Net Interest Expense
|--------------------

Our net interest expense consists
      principally of interest income on cash and cash equivalents, less interest
      expense, including interest paid on the TSDIs, the Yankee bonds, the High
      Yield bonds and the amounts made available to us under the facility agreement.
      See  Liquidity and Capital Resources.


|Changes in Net Sales
              Excluding Changes in the Scope of Consolidation and Using Constant
              Exchange Rates
|----------------------------------------------------------------------------------------------------------------------------------

In the discussion below, we sometimes
      refer to net sales or changes in net sales excluding the effects
      of changes in the scope of consolidation and using constant exchange rates. We
      believe that this measure is a useful tool in analyzing, explaining and
      understanding changes and trends in our historical consolidated net sales.
      Measures described as excluding the effects of changes in the scope
      of consolidation and using constant exchange rates are computed as
      follows:


|Companies Acquired during
            the Current Period
|--------------------------------------------------------

Where companies are acquired during
      the current period, the net sales of the acquired company are reflected
      in our consolidated statement of income for only the portion of the current
      period from the date of first consolidation of such company. Consolidated
      net sales excluding the effect of acquisition include sales of the acquired
      company, based on sales information we receive from the party from whom
      we acquired such company, for the portion of the prior period equal to
      the portion of the current period during which we actually consolidated
      the entity.


|Companies Acquired during
            a Prior Period
|----------------------------------------------------

Where companies were acquired during
      the prior period, the net sales of the acquired company are reflected in
      our consolidated statement of income for the entirety of the current period
      but only for the portion of the prior period from the date of first consolidation
      of such company. Consolidated net sales excluding the effect of acquisitions
      include sales of the acquired company, based on sales information we


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receive from the party from whom
    we acquired such company, for the portion of the prior period during which
    we did not consolidate the entity.

|Disposals during the
            Current Period
|-----------------------------------------------

Where companies are disposed of
      during the current period, the net sales of the company disposed of are
      reflected in our consolidated statement of income for only the portion
      of the current period prior to the date of disposal and deconsolidation.
      Consolidated net sales excluding the effect of disposals exclude sales
      of the divested company, for the portion of the prior period equal to the
      portion of the current period subsequent to its disposal.


|Disposals during a Prior
            Period
|-------------------------------------------

Where companies were disposed of
      during the prior period, the net sales of the company disposed are not
      reflected in our consolidated statement of income for the current period.
      Consolidated net sales excluding the effect of disposals exclude sales
      of the divested company for the prior period.


|Using constant exchange
            rates
|-----------------------------------------

Our consolidated historical net
      sales include the effects of exchange rate differences between the euro
      and other currencies. To analyze consolidated net sales excluding the effects
      of these exchange rate changes, we use constant exchange rates (by adjusting
      current year reported sales using prior period exchange rates) to compare
      year-to-year changes in net sales. We believe that this measure is a useful
      tool in analyzing, explaining and understanding changes and trends in our
      consolidated net sales. This is referred to as using constant exchange
      rates in the discussions below.


|Reconciliation of Net
            Sales
|---------------------------------------

Summarized below is a reconciliation
      of net sales as reported under French GAAP to net sales excluding the effect
      of changes in the scope of consolidation and using constant exchange rates.


| |  | Evolution of net sales
          by origin excluding the effects of changes in the scope of consolidation
          and using constant exchange rates:
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                              |                           |   | Year
          ended December 31, |      
|----------------------------------------------------------------------------- | ------------------------- | - | --------------------------------- | -----
|                                                                              |                           |   |                                   |      
|Net
            sales by origin                                               |                           |   | Consolidated                      |      
|                                                                              |                           |   |                                   |      
|                                                                              | (€ in
          millions) |   |                                   |      
|Net
            sales 2003 as reported                                        |                           |   |                                   | 2,762
|Impact
          of changes in the scope of consolidation                     |                           |   |                                   | (1   
|Net
            sales 2003 adjusted for changes in the scope of consolidation | (1                        | ) |                                   | 2,761
|Net
            sales 2004 as reported                                        |                           |   |                                   | 2,926
|Impact
          of variations in exchange rates                              |                           |   |                                   | 78   
|Net
            sales 2004 adjusted for variations in exchange rates          | (2                        | ) |                                   | 3,004
|Like
            for like variation (2) vs (1)                                |                           |   |                                   | 8.8  

---

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|                                                                              |    |   | Year
          ended December 31, |      
|----------------------------------------------------------------------------- | -- | - | --------------------------------- | -----
|                                                                              |    |   |                                   |      
|Net
            sales by origin                                               |    |   | Consolidated                      |      
|                                                                              |    |   |                                   |      
|                                                                              |    |   | (€ in
          millions)         |      
|Net
            sales 2002 as reported                                        |    |   |                                   | 2,933
|Impact
          of changes in the scope of consolidation                     |    |   |                                   | (15  
|                                                                              |    |   |                                   |      
|Net
            sales 2002 adjusted for changes in the scope of consolidation | (1 | ) |                                   | 2,918
|                                                                              |    |   |                                   |      
|Net
            sales 2003 as reported                                        |    |   |                                   | 2,762
|Impact
          of variations in exchange rates                              |    |   |                                   | 192  
|                                                                              |    |   |                                   |      
|Net
            sales 2003 adjusted for variations in exchange rates          | (2 | ) |                                   | 2,953
|                                                                              |    |   |                                   |      
|Like
            for like variation (2) vs (1)                                |    |   |                                   | 1.2  

| |  | Evolution of net sales
          by destination (location of sales) excluding the effects of changes
          in the scope of consolidation and using constant exchange rates:
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                              |    |   | Year
          ended December 31, |      
|----------------------------------------------------------------------------- | -- | - | --------------------------------- | -----
|                                                                              |    |   |                                   |      
|Net
            sales by destination                                          |    |   | Consolidated                      |      
|                                                                              |    |   |                                   |      
|                                                                              |    |   | (€ in
          millions)         |      
|Net
            sales 2003 as reported                                        |    |   |                                   | 2,762
|Impact
          of changes in the scope of consolidation                     |    |   |                                   | (1   
|                                                                              |    |   |                                   |      
|Net
            sales 2003 adjusted for changes in the scope of consolidation | (1 | ) |                                   | 2,761
|                                                                              |    |   |                                   |      
|Net
            sales 2004 as reported                                        |    |   |                                   | 2,926
|Impact
          of variations in exchange rates                              |    |   |                                   | 78   
|                                                                              |    |   |                                   |      
|Net
            sales 2004 adjusted for variations in exchange rates          | (2 | ) |                                   | 3,004
|                                                                              |    |   |                                   |      
|Like
            for like variation (2) vs (1)                                |    |   |                                   | 8.8  

|                                                                              |    |   | Year
          ended December 31, |      
|----------------------------------------------------------------------------- | -- | - | --------------------------------- | -----
|                                                                              |    |   |                                   |      
|Net
            sales by destination                                          |    |   | Consolidated                      |      
|                                                                              |    |   |                                   |      
|                                                                              |    |   | (€ in
          millions)         |      
|Net
            sales 2002 as reported                                        |    |   |                                   | 2,933
|Impact
          of changes in the scope of consolidation                     |    |   |                                   | (15  
|                                                                              |    |   |                                   |      
|Net
            sales 2002 adjusted for changes in the scope of consolidation | (1 | ) |                                   | 2,918
|                                                                              |    |   |                                   |      
|Net
            sales 2003 as reported                                        |    |   |                                   | 2,762
|Impact
          of variations in exchange rates                              |    |   |                                   | 192  
|                                                                              |    |   |                                   |      
|Net
            sales 2003 adjusted for variations in exchange rates          | (2 | ) |                                   | 2,953
|                                                                              |    |   |                                   |      
|Like
            for like variation (2) vs (1)                                |    |   |                                   | 1.2  
|                                                                              |    |   |                                   |      

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|Additional factors that
            affect our future operating income
|----------------------------------------------------------------------

The acquisition of Legrand SA,
      the application of purchase accounting adjustments related thereto, and
      the related transactions affect our future results of operations. In particular:


| |  | the substantial indebtedness
          that we incurred to finance the transactions related to the acquisition
          of Legrand SA (and the increased interest rate associated with that
          indebtedness has and will continue to keep our interest expense relatively
          high);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the reduction in the amount
          of the subordinated perpetual notes, or TSDIs, reflected on our balance
          sheet arising as a consequence of purchase accounting will increase
          our interest expense associated with the TSDIs (although the change
          will have no cash impact) and

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the significant intangible
          assets that we recorded in connection with the acquisition of Legrand
          SA have increased our amortization expense. The purchase accounting
          adjustment related to additional depreciation charges on re-valued
          assets is due principally to the re- valuation of patents and trademarks
          that will be depreciated using accelerated methods. As a consequence,
          this will have a significant impact on our operating income until 2009
          and a less significant impact for 2010 and 2011.

|                                           
|-------------------------------------------
|Overview of Comparative
            Periods

|                       
|-----------------------
|2004 compared with 2003

|                                                                                                           |  | Legrand
          Holding SA         |         
|---------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | --------
|                                                                                                           |  |                                      |         
|                                                                                                           |  | Year
          endedDecember 31,2004 |         
|                                                                                                           |  |                                      |         
|                                                                                                           |  | (€ in
        millions)              |         
|Net
            sales                                                                                      |  |                                      | 2,926.3 
|Cost
          of goods sold                                                                               |  |                                      | (1,575.3
|Administrative
          and selling expenses                                                              |  |                                      | (758.9  
|Research
          and development expenses                                                                |  |                                      | (251.0  
|Other
          operating income(expense)                                                                  |  |                                      | 13.0    
|Amortization
          of goodwill                                                                         |  |                                      | (43.9   
|                                                                                                           |  |                                      |         
|Operating
            income (loss)                                                                        |  |                                      | 310.2   
|Interest
          income(expense)                                                                         |  |                                      | (241.0  
|Loss
          on extinguishment of debt                                                                   |  |                                      | (50.7   
|Profit
          (losses) from disposal of fixed assets                                                    |  |                                      | 5.3     
|Other
          income (expense)                                                                           |  |                                      | (14.0   
|                                                                                                           |  |                                      |         
|Income
            (loss) before taxes, minority interests and equity in earnings of
            investees |  |                                      | 9.8     
|Income
          tax benefit (expense)                                                                     |  |                                      | (39.0   
|                                                                                                           |  |                                      |         
|Net
            income (loss) before minority interest and equity in earnings of
            investees     |  |                                      | (29.2   
|Minority
          interests                                                                               |  |                                      | (1.2    
|Equity
          in earnings of investees                                                                  |  |                                      | 2.6     
|                                                                                                           |  |                                      |         
|Net
            loss attributable to Legrand Holding                                                       |  |                                      | (27.8   
|                                                                                                           |  |                                      |         

|         
|---------
|Net Sales

Our consolidated net sales increased
      by 6.0% to €2,926.3 million in 2004, compared with €2,761.8 million
      in 2003. This resulted from:


| |  | a 8.8% increase in net
          sales excluding the effects of changes in the scope of consolidation
          and using constant exchange rates;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a 2.6% decrease in net
          sales due to unfavorable fluctuations in currency exchange rates in
          particular the decrease of the US dollar by 9.0% against the euro in
          2004 compared with 2003; and



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Changes in the scope of consolidation
      had no impact on net sales in 2004.


The increase in net sales excluding
      the effects of changes in the scope of consolidation and using constant
      exchange rates reflects an increase in net sales in all segments but mainly
      in Rest of Europe, USA/Canada and Rest of the World segments. On a consolidated
      basis, the demand for our products increased in 2004 in the residential
      and commercial market while recovery in the industrial market is still
      to come.


France. Net sales of our
      French subsidiaries increased by 4.2% to €935.4 million in 2004, compared
      with €897.4 million in 2003. This increase resulted from a 6.3% increase
      in net sales, excluding the effects of changes in the scope of consolidation,
      due to an increase in the demand for our products in France supported by
      a good commercial performance of our sales team and a 1.9% decrease in
      net sales due to transfer of direct export sales from the France area to
      the Rest of Europe area.


Italy. Net sales by our
      Italian subsidiaries increased by 5.1% to €596.5 million in 2004,
      compared with €567.3 million in 2003. This increase compared with
      2003 performance was mainly driven by an increase in the demand for our
      products in the residential market and to a lesser extent in the demand
      for our product in the commercial market underpinned by the strong mobilization
      of our sales team.


Rest of Europe. Net sales
      by our subsidiaries in the Rest of Europe segment increased by 14.1% to €564.1
      million in 2004 compared with €494.2 million in 2003. This increase
      resulted from an 10.6% increase excluding the effects of changes in the
      scope of consolidation and using constant exchange rates together with
      a 3.3% increase due to transfer of direct export sales from the France
      area to the Rest of Europe area partially offset by a 0.1% decrease due
      to unfavorable fluctuations in currency exchange rates. In particular,
      our net sales increased in Southern European countries such as Greece,
      Turkey, Spain and Portugal and in Eastern European countries such as Russia
      and Poland. There were some signs of recovery in Northern Europe.


United States and Canada. Net
      sales by our subsidiaries in the United States and Canada segment increased
      by 2.4% to €539.3 million in 2004, compared with €526.7 million
      in 2003. This increase resulted primarily from a 12.7% increase in net
      sales excluding the effects of changes in the scope of consolidation and
      using constant exchange rates, due to a continuing increase in sales in
      the residential market, encouraging sales in the industrial market and
      a slight increase of the commercial market partially offset by a decrease
      of net sales of 9.1% due to unfavorable fluctuations in currency exchange
      rates.


Rest of the World. Net sales
      by our subsidiaries in the Rest of the World segment increased by 5.4%
      to €291.0 million in 2004 compared with €276.2 million in 2003.
      This increase resulted from a 13.9% increase in net sales excluding the
      effects of changes in the scope of consolidation and using constant exchange
      rates due in particular to higher sales in Asia (including India and Thailand)
      and in Latin America (including Brazil and Chile) partially offset by a
      7.4% decrease in net sales due to fluctuations in currency exchange rates.


Excluding the effects of changes
      in the scope of consolidation and using constant exchange rates, the evolution
      of net sales by destination between 2004 and 2003 is as follows (sales
      by destination means all sales made to third parties by us in a given geographic
      market):


|                            |  | 2004 |      
|--------------------------- |  | ---- | -----
|                            |  |      |      
|France                      |  |      | +5.1 
|Italy                       |  |      | +3.7 
|Rest
          Of Europe    |  |      | +13.8
|USA/Canada                  |  |      | +12.8
|Rest
          of the World |  |      | +11.7
|                            |  |      |      
|Total                       |  |      | +8.8 
|                            |  |      |      

Please refer to  Reconciliation
      of Net Sales  above for a detailed calculation of the evolution of
      net sales excluding the changes in the scope of consolidation and using
      constant exchange rates.




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|Operating Expenses
|------------------

|                  
|------------------
|Cost of goods sold

Our consolidated cost of goods
      sold decreased by 4.0% to €1,575.3 million in 2004 compared with €1,640.4
      million in 2003. The decrease in consolidated cost of goods sold resulted
      primarily from:


| |  | the effect of €125.8
          million non-recurring, non-cash purchase accounting charges in 2003
          arising in connection with the revaluation of inventories related to
          the acquisition of Legrand SA in 2002 that did not incur in 2004
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------
| |  | continuous improvements
          in productivity including cost saving initiatives partially offset
          by

| |   |                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an increase in the volume
          of raw materials and components purchased and in other manufacturing
          costs due to higher consolidated net sales.

Excluding the non-recurring non-cash
      purchase accounting charge in 2003, cost of goods sold increased by 4.0%
      in 2004 compared with 2003 and cost of goods sold as a percentage of consolidated
      net sales decreased to 53.8% in 2004 compared with 54.8% in 2003.


France. Cost of goods sold
      in the France segment decreased by 13.0% to €432.9 million in 2004
      compared with €497.8 million in 2003, reflecting the effect of a
      non-recurring non-cash purchase accounting charge of €64.4 million
      recorded in 2003. Excluding the impact of the non-recurring non-cash purchase
      accounting charge recorded in 2003, cost of goods sold decreased by 0.1%
      and cost of goods sold as a percentage of net sales, decreased to 46.3%
      in 2004 compared with 48.3% in 2003. Cost of goods sold increased principally
      due to an increase in the volume of raw materials and components purchased
      which increased in line with higher net sales more than offset by the effect
      of measures introduced to improve productivity such as a workforce reduction
      of 6.1% (357 employees) in 2004 compared with 2003.


Italy. Cost of goods sold
      in the Italy segment decreased by 6.7% to €294.0 million in 2004 compared
      with €315.2 million in 2003, reflecting principally the effect of
      a non-recurring non-cash purchase accounting charge of €24.1 million
      recorded in 2003. Excluding the impact of the non-recurring non-cash purchase
      accounting charges, cost of goods sold increased by 1.0% and as a percentage
      of net sales, cost of goods sold decreased to 49.3% in 2004 compared with
      51.3% in 2003. The 1.0% increase in cost of goods sold resulted primarily
      from an increase in the volume of raw materials and components purchased
      in line with higher net sales partially offset by productivity improvements.


Rest of Europe. Cost of
      goods sold in the Rest of Europe segment increased by 9.3% to €374.3
      million in 2004 compared with €342.4 million in 2003. Excluding the
      impact of €14.5 million non-recurring non-cash purchase accounting
      charges in 2003, the cost of goods sold in the Rest of Europe segment increased
      by 14.2% and as a percentage of net sales, cost of goods sold increased
      to 66.4% in 2004 compared with 66.3% in 2003. The increase in cost of goods
      sold reflects primarily an increase in the volume of raw materials and
      components purchased in line with higher net sales. In addition cost of
      goods sold increased as a result of transfer of production from certain
      geographic segments to geographic segments located in the Rest of Europe
      further to industrial optimization partially offset by improvements in
      productivity such as a workforce reduction of 13.1% (363 employees) in
      2004 compared with 2003. In addition in this period we have recognized
      the positive results of the closing in 2003 of plants in the United Kingdom,
      Austria and Poland.


United States and Canada. Cost
      of goods sold in the United States and Canada segment decreased by 2.0%
      to €313.6 million in 2004 compared with €320.1 million in 2003
      reflecting primarily (i) the impact of a non-recurring non-cash purchase
      accounting charge of €7.1 million recorded in 2003, (ii) a decrease in the
      value of the dollar against other currencies (notably the euro), and (iii)
      a decrease in production expenses resulting from the closing of plants
      in 2003 and 2004 partially offset by an increase in the volume of raw materials
      and components consumed in line with higher net sales. Excluding the non-recurring
      non-cash purchase accounting charges, cost of goods sold increased by 0.2%
      and as a percentage of net sales, cost of goods sold decreased to 58.1%
      in 2004 compared with 59.4% in 2003.


Rest of the World. Cost
      of goods sold in the Rest of the World segment decreased by 2.7% to €160.5
      million in 2004 compared with €164.9 million in 2003 reflecting the
      impact of a non-recurring non-cash


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purchase accounting charge of €15.7
    million in 2003. Excluding the non-recurring non-cash purchase accounting
    charges, cost of goods sold increased by 7.6% and as a percentage of net
    sales, the cost of goods sold increased to 55.2% in 2004 compared with 54.0%
    in 2003. This increase resulted primarily from an increase in materials and
    components consumed in line with higher net sales and a 3.5% increase in
    workforce (156 employees) to increase manufacturing to satisfy growing demand
    partially offset by (i) improvements in productivity and (ii) the closing
    of plants in 2003, notably in Singapore, Brazil and Mexico.

|Administrative and selling
            expenses
|-----------------------------------------------

Our consolidated administrative
      and selling expenses increased by 3.5% to €758.9 million in 2004 compared
      with €733.5 million in 2003. This increase was principally driven
      by the increase in the administrative and selling expenses in all geographic
      areas and notably in Italy and in the Rest of Europe area. This increase
      is attributable to an increase in costs related to advertising and other
      commercial expenses incurred to support our sales (for example, weighted
      average marketing and commercial headcount increased by 2.8% (103 employees)
      in 2004 compared with 2003). This increase was partially offset by continuous
      cost-cutting initiatives (for example weighted average administrative headcount
      has been reduced by 1.4% (74 employees) in 2004 compared with 2003),
      and significant fluctuations in exchange rates (which affected principally
      the United States and Canada and Rest of the World segments).


As a percentage of net sales, consolidated
      administrative and selling expenses decreased to 25.9% in 2004 compared
      with 26.6% in 2003.


France. Administrative and
      selling expenses in the France segment increased by 2.6% to €273.5
      million in 2004 from €266.5 million in 2003 reflecting primarily higher
      commercial expenses in connection with higher sales. As a percentage of
      net sales, administrative and selling expenses decreased to 29.2% in 2004
      compared with 29.7% in 2003.


Italy. Administrative and
      selling expenses in the Italy segment increased by 4.5% to €123.9
      million in 2004 compared with €118.6 million in 2003 reflecting primarily
      higher commercial expenses in connection with higher sales. As a percentage
      of net sales, administrative and selling expenses slightly decreased to
      20.8% in 2004 compared with 20.9% in 2003.


Rest of Europe. Administrative
      and selling expenses in the Rest of Europe segment increased by 5.2% to €144.6
      million in 2004 from €137.4 million in 2003 due to the increase of
      costs related to advertising and other commercial expenses such as a 4.7%
      increase in the commercial and marketing headcount (51 employees) partially
      offset by improvements in productivity, such as a 8.6% reduction in administrative
      headcount (79 employees) . As a percentage of net sales, administrative
      and selling expenses decreased, to 25.6% in 2004 compared with 27.8% in
      2003.


United States and Canada. Administrative
      and selling expenses in the United States and Canada segment increased
      by 2.7% to €150.1 million in 2004 from €146.1 million in 2003
      . This increase was mainly due to the increase of costs related to advertising
      and other commercial expenses partially offset by the decrease of the value
      of the US dollar against the euro. As a percentage of net sales, administrative
      and selling expenses slightly increased to 27.8% in 2004 compared with
      27.7% in 2003.


Rest of the World. Administrative
      and selling expenses in the Rest of the World segment increased by 2.9%
      to €66.8 million in 2004 from €64.9 million in 2003 mainly due
      to an increase in commercial and marketing expenses incurred to support
      our net sales such as a 4.5% increase in the commercial and marketing headcount
      (36 employees). As a percentage of net sales, administrative and selling
      expenses decreased to 23.0% in 2004 compared with 23.5% in 2003.


|Operating income
              (loss)
|-------------------------------------

Our consolidated operating income
      increased to €310.2 million in 2004 from €102.0 million in 2003.
      This increase in consolidated operating income resulted primarily from:


| |  | a 6.0% increase in consolidated
          net sales,
| | - | ----------------------------------------------------



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| |  | a 4.0% decrease in cost
          of goods sold reflecting the effect of a non-recurring non-cash purchase
          accounting charge of €125.8 million recorded in 2003 and improved
          productivity and;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a 2.9% decrease in research
          and development expenses (from €258.5 million in 2003 to €251.0
          million in 2004) due to lower depreciation of intangible assets recorded
          by us in 2004 compared with 2003 when higher research and development
          expenses were recorded in connection with the acquisition of Legrand
          SA (these intangible assets are depreciated using an accelerated method)
          partially offset by an increase of expenses related to new product
          developments.

| |   |                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------
| |  | partially offset by a 3.5%
          increase in administrative and selling expenses in 2004 compared with
          2003.

Overall, excluding the non-recurring,
      non-cash inventory charge recorded in 2003, consolidated operating income
      as a percentage of consolidated net sales increased to 10.6% in 2004 from
      8.2% in 2003.


France. Operating income(loss)
      in the France segment increased to an income of €85.1 million in 2004
      compared with a loss of €3.4 million in 2003. Excluding the effect
      of a €64.4 million non-recurring non-cash purchase accounting charge
      recorded in 2003, operating income increased by 39.5% in 2004 compared
      with 2003. This increase reflects (i) an increase in net sales, (ii) a
      decrease in research and development expenses due to lower depreciation
      charges partially offset by (iii) an increase in administrative and selling
      expenses.


Italy. Operating income
      in the Italy segment increased to €113.1 million in 2004 compared
      with €61.3 million in 2003. Excluding the effect of a €24.1 million
      non-recurring non-cash purchase accounting charge recorded in 2003, operating
      income increased by 32.4% in 2004 compared with 2003. This increase was
      due principally to (i) an increase in net sales, (ii) decrease in research
      and development expenses due to lower depreciation charges partially offset
      by an increase in cost of goods sold and administrative and selling expenses.


Rest of Europe. The Rest
      of Europe segment recorded an operating income of €24.8 million in
      2004 compared with an operating loss of €3.6 million in 2003 reflecting
      principally the impact of (i) an increase in net sales, (ii) a €14.5
      million non-recurring non-cash purchase accounting charge in 2003, (iii)
      a decrease in research and development expenses due to lower depreciation
      charges partially offset by (iv) an increase in cost of goods sold and
      administrative and selling expenses.


United States and Canada. Operating
      income in the United States and Canada segment increased to €36.5
      million in 2004 compared with €18.5 million in 2003. Excluding the
      effect of a €7.1 million non-recurring non-cash purchase accounting
      charge recorded in 2003, operating income increased by 42.6% in 2004 compared
      with 2003. This increase was due principally to (i) an increase in net
      sales, (ii) a decrease in research and development expenses due to lower
      depreciation charges partially offset by an increase in administrative
      and selling expenses.


Rest of the World. Operating
      income in the Rest of the World segment increased to €50.7 million
      in 2004 compared with €29.2 million in 2003. Excluding the effect
      of a €15.7 million non-recurring non-cash purchase accounting charge
      recorded in 2003, operating income increased by 12.9% in 2004 compared
      with 2003. This increase results from (i) an increase in net sales partially
      offset by (ii) an increase in cost of goods sold and administrative and
      selling expenses.


|Net interest expense
|--------------------

Our consolidated net interest expense
      increased to €241.0 million in 2004 (of which €182.9 million
      relate to cash interests and €59.2 million relate to Related Party
      Loan non-cash interests) from €194.3 million in 2003 (of which €202.2
      million relates to cash interest, €56.8 million relates to non-cash interest
      charges associated with the Related Party Loan and the Subordinated Shareholders PIK
      loan and €56.8 million relates to profit on the monetisation of a
      part of the swap related to the Yankee bonds). Excluding the exceptional
      financial income related to the monetization of the swap related to the
      Yankee bond in 2003, our consolidated net interest expenses decreased by
      4.0% in 2004 compared with 2003. On the same basis, net interest expenses
      amounted to 8.2% of net sales in 2004 while net interest expenses amounted
      to 9.1% of net sales in 2003. The decrease in net interest expenses was
      due to lower levels of net debt.




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|Income tax
|----------

Our consolidated income tax expenses
      increased to a charge of €39.0 million in 2004 from a tax benefit
      of €8.0 million in 2003. In 2003, we recorded a €136.4 million
      loss before taxes, minority interests and equity in earnings of investees
      principally due to a non-cash non-recurring purchase accounting charge
      related to the revaluation of inventories in connection with the acquisition
      of Legrand in 2002 and to high interests charges partially offset by the
      exceptional income related to the monetization of the swap related to the
      Yankee bonds. In 2004, we recorded a €9.8 million income before taxes,
      minority interests and equity in earnings of investees as a result of higher
      operating income and lower interests charges partially offset a loss on
      extinguishment of debt consecutive to the refinancing of the Senior Credit
      Facility (please refer to note 16 (a) of our financial statements).


|Net income (loss)
|-----------------

Our consolidated net loss amounted
      to €27.8 million in 2004 compared with a loss of €126.9 million
      in 2003, mainly resulting from:


| |  | a €208.2 million increase
          in operating income partially offset by
| | - | ---------------------------------------------------------------------------

| |   |                                                            
| | - | -----------------------------------------------------------
| |  | a €46.7 million increase
          in net interest expense,

| |   |                                                              
| | - | -------------------------------------------------------------
| |  | a €50.7 million loss
          on extinguishment of debt, and

| |   |                                                  
| | - | -------------------------------------------------
| |  | a €47 million increase
          in income taxes.

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|2003 compared with 2002
|-----------------------

The following table summarizes
      our comparison.


|                                                                                                           |  | Legrand
          Holding SA         |          |                                                        |  | Difference
          due to change in activityperiod and Reclassification of discountfrom suppliers and granted tocustomers |   | Difference
          as discussed below                                 |         
|---------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | -------- | ------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------- | --------
|                                                                                                           |  | Year
          endedDecember 31,2003 |          | Period
          fromAugust 1, 2002 toDecember 31,2002 |  | Comparison
          ofyear endedDecember 2003with the periodfrom August 1 toDecember 31,2002                               |   | Activity
          ofPredecessor fromJanuary 1, 2002to December 10,2002 |         
|                                                                                                           |  |                                      |          |                                                        |  |                                                                                                                             |   |                                                                         |         
|                                                                                                           |  | (€ in
          millions)            |         
|Net
            sales                                                                                      |  |                                      | 2,761.8  |                                                        |  | 222.0                                                                                                                       |   |                                                                         | 2,539.4 
|Cost
          of goods sold                                                                               |  |                                      | (1,640.4 | )                                                      |  | (179.0                                                                                                                      | ) |                                                                         | (1,461.4
|Administrative
          and selling expenses                                                              |  |                                      | (733.5   | )                                                      |  | (64.0                                                                                                                       | ) |                                                                         | (669.5  
|R&D
          expenses                                                                                     |  |                                      | (258.5   | )                                                      |  | (113.0                                                                                                                      | ) |                                                                         | (145.5  
|Other
          operating expenses                                                                         |  |                                      | 17.3     |                                                        |  | 6.0                                                                                                                         |   |                                                                         | 11.3    
|Amortization/impairment
          of goodwill                                                              |  |                                      | (44.7    | )                                                      |  | (3.0                                                                                                                        | ) |                                                                         | (41.7   
|                                                                                                           |  |                                      |          |                                                        |  |                                                                                                                             |   |                                                                         |         
|Operating
            income (loss)                                                                        |  |                                      | 102.0    |                                                        |  | (131.0                                                                                                                      | ) |                                                                         | 232.6   
|Financial
          income (expenses)                                                                      |  |                                      | (194.3   | )                                                      |  | (20.0                                                                                                                       | ) |                                                                         | (174.3  
|Profit
          (losses) from disposal of fixed assets                                                    |  |                                      | (3.7     | )                                                      |  | (5.0                                                                                                                        | ) |                                                                         | 1.3     
|Other
          revenues (expenses)                                                                        |  |                                      | (40.4    | )                                                      |  | (5.0                                                                                                                        | ) |                                                                         | (35.4   
|Expenses
          related to the takeover bid for shares                                                  |  |                                      | 0.0      |                                                        |  | (1.0                                                                                                                        | ) |                                                                         | 1.0     
|                                                                                                           |  |                                      |          |                                                        |  |                                                                                                                             |   |                                                                         |         
|Income
            (loss) before taxes, minority interests and equity in earnings of
            investees |  |                                      | (136.4   | )                                                      |  | (162.0                                                                                                                      | ) |                                                                         | 25.2    
|Income
          taxes                                                                                     |  |                                      | 8.0      |                                                        |  | 29.0                                                                                                                        |   |                                                                         | (21.0   
|                                                                                                           |  |                                      |          |                                                        |  |                                                                                                                             |   |                                                                         |         
|Net
            income (loss) before minority interest and equity in earnings of
            investees     |  |                                      | (128.4   | )                                                      |  | (133.0                                                                                                                      | ) |                                                                         | 4.2     
|Minority
          interests                                                                               |  |                                      | (0.9     | )                                                      |  | 2.0                                                                                                                         |   |                                                                         | (2.9    
|Equity
          in earnings of investees                                                                  |  |                                      | 2.4      |                                                        |  | 2.0                                                                                                                         |   |                                                                         | 0.4     
|                                                                                                           |  |                                      |          |                                                        |  |                                                                                                                             |   |                                                                         |         
|Net
            Income                                                                                     |  |                                      | (126.9   | )                                                      |  | (129.0                                                                                                                      | ) |                                                                         | 1.7     
|                                                                                                           |  |                                      |          |                                                        |  |                                                                                                                             |   |                                                                         |         

| | 
| | 

|(1) | In 2003, we recognized
          discount afforded to customers for prompt payment as a deduction from
          net sales and discounts from suppliers as a deduction from cost of
          goods sold which was not the case for our Predecessor. In order to
          provide comparable data for 2003 and 2002, we adjusted 2002 net sales
          for discounts granted to customers and cost of goods sold for discounts
          received from suppliers (the breakdown of discounts granted to customers
          by geographic segment is as follows: approximately €4 million
          in France, €12 million in Italy, €7 million in Rest of Europe, €10
          million in USA/Canada, €5 million in Rest of the World).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|Net Sales
|---------

Our consolidated net sales decreased by 5.8% to €2,761.8 million in 2003 compared with €2,932.6 million in 2002. This resulted from:


| |  | a 6.5% decrease in net sales due to unfavorable fluctuations in currency exchange rates due principally to the US dollar, which weakened by 16.6% against the euro;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a 0.5% decrease in net sales due to changes in the scope of consolidation related to the disposal of Aupem Sefli in France and Shape in the US in 2002; and

| |   |                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------
| |  | a 1.2% increase excluding the effects of changes in the scope of consolidation and using constant exchange rates

The increase in net sales excluding the effects of changes in the scope of consolidation and using constant exchange rates reflects mainly an increase in net sales in Italy, Rest of Europe and Rest of the World segments. Overall, the demand for our products in the
residential market slightly increased in 2003 while the commercial market remained sluggish. The industrial market remained adversely impacted by the continuing depressed economic environment.


France. Net sales of our French subsidiaries decreased by 1.3% to €897.4 million in 2003, compared with €909.2 million in 2002. This decrease was the result of a 0.7% decrease in net sales, excluding the effects of changes in the scope of consolidation, due to a
decrease in the demand in France in both commercial and industrial markets and a lower level of export sales from the French subsidiaries to markets outside France.


Italy. Net sales by our Italian subsidiaries increased by 2.1% to €567.3 million in 2003, compared with €555.7 million in 2002. This increase was mainly driven by increase in sales of certain product families such as end-user protection, cable management and VDI
despite unfavorable general market conditions


Rest of Europe. Net sales by our subsidiaries in the Rest of Europe segment remained constant at €494.2 million in 2003, compared with €494.9 million in 2002. Excluding the effects of changes in the scope of consolidation and using constant exchange rates, net sales
increased by 2.9%. Our net sales increased principally in Southern European countries such as Spain and Greece where our subsidiaries recorded better results compared to our subsidiaries in Northern Europe such as the United Kingdom and Belgium which were affected to a
greater extent by the overall economic downturn in Europe. In addition sales of our Eastern European subsidiaries increased strongly such for example in Russia. Net sales decreased by 3.0% due to unfavorable fluctuations in currency exchange rates.


United States and Canada. Net sales by our subsidiaries in the United States and Canada segment decreased by 19.6% to €526.7 million in 2003, compared with €654.8 million in 2002. This decrease resulted primarily from a 2.3% decrease in net sales excluding the
effects of changes in the scope of consolidation and using constant exchange rates, due to the continuing adverse market conditions in the United States especially in the commercial and industrial sectors partially offset by an increase in sales in the residential sector which
remained resistant to the general slowdown in the economy, a 1.5% decrease in net sales due to changes in the scope of consolidation and a 16.4% decrease in net sales due to unfavorable fluctuations in currency exchange rates.


Rest of the World. Net sales by our subsidiaries in the Rest of the World segment decreased by 13.1% to €276.2 million in 2003 compared with €318.0 million in 2002. This decrease resulted from a 20.9% decrease in net sales due to unfavorable fluctuations in
currency exchange rates, especially in Brazil and in Mexico, partially compensated by a 9.8% increase in net sales excluding the effects of changes in the scope of consolidation and using constant exchange rates.


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Excluding the effects of changes in the scope of consolidation and using constant exchange rates, the evolution of net sales by destination between the twelve months of 2003 and the twelve months of 2002 is as follows (sales by destination means all sales made to third
parties by us in a given geographic market):


|France            |  |  | (0.8 | )%
|----------------- |  |  | ---- | --
|Italy             |  |  | +1.8 | % 
|Rest of Europe    |  |  | +4.5 | % 
|USA/Canada        |  |  | (1.8 | )%
|Rest of the world |  |  | +4.8 | % 
|                  |  |  |      |   
|Total             |  |  | +1.2 | % 
|                  |  |  |      |   

Please refer to  Reconciliation of Net Sales  above for a detailed calculation of the evolution of net sales excluding the changes in the scope of consolidation and using constant exchange rates.


|Operating Expenses
|------------------

|                  
|------------------
|Cost of goods sold

Our consolidated cost of goods sold decreased by 3.4% to €1,640.4 million in 2003 compared with €1,697.9 million in 2002. The decrease in consolidated cost of goods sold resulted primarily from:


| |  | a decrease in the volume of raw materials and components consumed and a reduction in other manufacturing costs due to lower consolidated net sales,
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                             
| | - | --------------------------------------------------------------------------------------------
| |  | continuous improvements in productivity fuelled by and combined with cost saving initiatives

| |   |                                                                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | offset to an extent by an increase of €76.4 million in non-recurring, non-cash purchase accounting charges in 2003 compared with 2002 arising in connection with the revaluation of inventories related to the acquisition of Legrand SA in 2002.

Excluding the impact of the non -recurring, non-cash purchase accounting charge recorded in 2003 and 2002, cost of goods sold decreased by 8.1% in 2003 compared with 2002, and cost of goods sold as a percentage of consolidated net sales decreased to 54.8% in
2003 compared with 56.2% in 2002.


France. Cost of goods sold in the France segment increased by 6.6% to €497.8 million in 2003 compared with €467.0 million in 2002, reflecting principally the increase in non-recurring non-cash purchase accounting inventory charges of €39.6 million in 2003
compared with 2002. Excluding the impact of the non-recurring, non-cash purchase accounting charges, cost of goods sold decreased by 2.0% to €433.4 million in 2003 compared with €442.2 million in 2002 and as a percentage of net sales, cost of goods sold decreased to
48.3% in 2003 compared with 48.6% in 2002.


Italy. Cost of goods sold in the Italy segment increased by 0.5% to €315.2 million in 2003 compared with €313.5 million in 2002, reflecting principally the increase in non-recurring non-cash purchase accounting charges of €14.7 million in 2003 compared with 2002.
Excluding the impact of the non-recurring non-cash purchase accounting charges, cost of goods sold in the Italy segment decreased by 4.3% to €291.1 million in 2003 compared with €304.1 million in 2002 and as a percentage of net sales cost of goods sold decreased to
51.3% in 2003 compared with 54.7% in 2002. This decrease, excluding the impact of the non-recurring, non-cash purchase accounting charges, resulted primarily from a reduction in the volumes of raw materials purchased as a result of lower sales to Enel.


Rest of Europe. Cost of goods sold in the Rest of Europe segment increased by 3.1% to €342.4 million in 2003 compared with €332.2 million in 2002, reflecting principally the increase in non-recurring, non-cash purchase accounting charges of €11.1 million in 2003
compared with 2002. Excluding the impact of the non-recurring, non-cash purchase accounting charges the cost of goods sold in the Rest of Europe segment remained almost constant at €327.9 million in 2003 compared with €328.8 million in 2002 and as a percentage of net
sales the cost of goods sold decreased to 66.3% in 2003 compared with 66.4% in 2002.




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United States and Canada. Cost of goods sold in the United States and Canada segment decreased by 21.4% to €320.1 million in 2003 from €407.4 million in 2002, despite the increase in non-recurring, non-cash purchase accounting charges of €1 million in 2003
compared with 2002. This decrease resulted primarily from (i) a reduction in purchases of production materials as a consequence of lower net sales, (ii) decrease in the value of the dollar against other currencies (notably the euro), and (iii) the effect of reductions in workforce
in this segment. As a result of the workforce reductions, the average number of employees in production decreased as of December 31, 2003 by 18.7% (422 employees) compared with December 31, 2002. Excluding the impact of non-recurring non-cash purchase accounting
charges, cost of goods sold decreased by 22.0% to €313.0 million in 2003 compared with €401.3 million in 2002 and as a percentage of net sales, cost of goods sold decreased to 59.4% in 2003 compared with 61.3% in 2002.


Rest of the World. Cost of
    goods sold in the Rest of the World segment decreased by 7.3% to €164.9
    million in 2003 compared with €177.8 million in 2002 despite an increase
    in non-recurring, non-cash purchase accounting charges of €10.0 million
    in 2003 compared  to 2002 . This decrease resulted primarily from the decrease
    in the value of local currencies against the euro. Excluding the impact of
    the non-recurring non-cash purchase accounting charges, cost of goods sold
    decreased by 13.3% to €149.2 million in 2003 compared with €172.1 million
    in 2002 and the cost of goods sold as a percentage of net sales remained
    almost constant at 54.0% in 2003.


|Administrative and selling expenses
|-----------------------------------

Our consolidated administrative and selling expenses decreased by 4.5% to €733.5 million in 2003 compared with €768.0 million in 2002. This decrease was principally driven by the decrease in the administrative and selling expenses in the France, United States and
Canada and Rest of the World segments. This decrease is attributable to lower net sales, cost-cutting initiatives implemented in 2002 and 2003 (for example weighted average administrative headcount has been reduced by 3.0% (165 employees)), and significant fluctuations in
exchange rates (which affected principally the United States and Canada and Rest of the World segments). The decrease was partially offset by an increase in costs related to advertising and other commercial expenses incurred to support our sales (for example, weighted
average marketing and commercial headcount increased by 2.9% (105 employees)).


As a percentage of net sales, consolidated administrative and selling expenses increased to 26.6% in 2003 compared with 26.2% in 2002.


France. Administrative and selling expenses in the France segment decreased by 0.9% to €266.5 million in 2003 from €269.0 million in 2002 as a result of cost saving initiatives and headcount reduction. As a percentage of net sales, administrative and selling expenses
remained almost constant at 29.7% in 2003.


Italy. Administrative and selling expenses in the Italy segment increased by 3.1% to €118.6 million in 2003 from €115.0 million in 2002. This increase was mainly due to the higher net sales in the Italy segment which fueled an increase in marketing and commercial
expenses. As a percentage of net sales, administrative and selling expenses slightly increased to 20.9% in 2003 compared with 20.7% in 2002.


Rest of Europe. Administrative and selling expenses in the Rest of Europe segment increased by 3.1% to €137.4 million in 2003 from €133.3 million in 2002 due to the increase of costs related to advertising and other commercial expenses incurred to support our sales.
As a percentage of net sales, administrative and selling expenses increased to 27.8% in 2003 compared with 26.9% in 2002.


United States and Canada. Administrative and selling expenses in the United States and Canada segment decreased by 19.4% to €146.1 million in 2003 from €181.3 million in 2002. This decrease was mainly due to the decrease of the value of the United States dollar
against the euro and lower net sales recorded in 2003 compared with 2002. As a percentage of net sales, administrative and selling expenses remained constant at 27.7% in 2003 compared with 2002.


Rest of the World. Administrative and selling expenses in the Rest of the World segment decreased by 6.5% to €64.9 million in 2003 from €69.4 million in 2002 mainly due to the effect of the devaluation of local currencies against the euro. As a percentage of net
sales, administrative and selling expenses increased to 23.5% in 2003 compared with 21.8% in 2002.




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|Operating income
|----------------

Our consolidated operating income decreased by 41.9% to €102.0 million in 2003 from €175.7 million in 2002. This decrease in consolidated operating income resulted primarily from:


| |  | a 5.8% decrease in consolidated net sales, partially offset by a 3.4% decrease in the cost of goods sold in 2003 from 2002; and
| | - | -------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an 8.2% increase (€19.5 million) in research and development expense due to amortization of intangible assets recorded by Legrand Holding in connection with its acquisition of Legrand SA; partially offset by

| |   |                                                                                   
| | - | ----------------------------------------------------------------------------------
| |  | a 4.5% decrease in administrative and selling expenses in 2003 compared with 2002.

Overall, consolidated operating income as a percentage of consolidated net sales decreased to 3.7% in 2003 from 6.0% in 2002. Excluding the non-recurring, non-cash inventory charge, consolidated operating income as a percentage of consolidated net sales increased to
8.2% in 2003 from 7.7% in 2002.


France. Operating income in the France segment decreased to a loss a loss of €3.4 million in 2003 compared with operating income of €67.3 million in 2002, principally as a result of increases in (i) cost of goods sold resulting from the non-recurring, non-cash
purchase accounting charges and (ii) research and development expense resulting from the amortization of purchase accounting adjustments to intangible asset.


Italy. Operating income in the Italy segment increased by 3.7% to €61.3 million in 2003 compared with €59.1 million in 2002. This increase was due principally to increases in net sales and decreases in cost of good sold excluding the non-recurring, non-cash purchase
accounting charges partially offset by the purchase accounting adjustments to inventory and higher research and development expenses resulting from the amortization of purchase accounting adjustments to intangible assets.


Rest of Europe. The Rest of Europe segment recorded an operating loss of €3.6 million in 2003 compared with a operating loss of €4.0 million in 2002 reflecting principally the increases in non-recurring non-cash purchase accounting charge and the increase of costs
related to advertising partially offset by productivity improvements and stabilization of net sales.


United States and Canada. Operating income in the United States and Canada segment increased to an income of €18.5 million in 2003 compared with a loss of €1.9 million in 2002. This increase was mainly due to a strong decrease in cost of goods sold and
administrative and selling expenses (as a result of the continuous efforts of our American subsidiaries to reduce costs and enhance profitability), which more than offset the decrease in net sales (mainly driven by the decrease of the value of the dollar against the euro).


Rest of the World. Operating income in the Rest of the World segment decreased by 47.1% to €29.2 million in 2003 from €55.2 million in 2002. This decrease was mainly due to a reduction in net sales of 13.1% in 2003 compared with 2002 and to the negative effects
of non-recurring non-cash purchase accounting charges partially offset by a reduction of cost of goods sold excluding the non-recurring purchase accounting adjustment to inventory and a decrease in administrative and selling expenses.


|Net interest expense
|--------------------

Our consolidated net interest expense increased significantly to €194.3 million in 2003 (of which €202.2 million relates to cash interest, €56.8 million relates to non-cash interest charges associated with the Related Party Loan and the Subordinated Shareholders PIK
loan and €56.8 million relates to profit on the monetisation of a part of the swap related to the Yankee bonds) from €34.3 million in 2002. The significant increase in net interest expense was due to the significant debt incurred to finance the acquisition of Legrand SA in 2002.


|Income tax
|----------

Our pre-tax income decreased to a loss of €136.4 million in 2003 compared with an income of €72.4 million in 2002. Our consolidated income tax expense decreased to a tax benefit of €8.0 million in 2003 from expense of €26.0 million in 2002. Our effective income
tax rate in 2003 was 5.86% due principally to a


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valuation tax allowance on deferred income tax assets which reduced the effective tax rate by 30.00% in 2003.

|                 
|-----------------
|Net income (loss)

Our consolidated net income (loss) decreased to a net loss of €126.9 million in 2003 from net income of €51.4 million in 2002, mainly resulting from:


| |  | a €73.7 million decrease in operating income; and
| | - | -------------------------------------------------

| |   |                                                                        
| | - | -----------------------------------------------------------------------
| |  | a €160.0 million increase in net interest expense, partially offset by:

| |   |                                          
| | - | -----------------------------------------
| |  | a €34.0 million decrease in income taxes.

| |                                  
| | ---------------------------------
| | B
Liquidity and Capital Resources

|                     
|---------------------
|Historical cash flows

The table below summarizes our cash flows for the twelve months ended December 31, 2004 and 2003 and the period from August 1, 2002 through December 31, 2002 for Legrand Holding and for the period from January 1, 2002 through December 10, 2002 for our
Predecessor:




|                                                      |  | Predecessor                                        |        | Legrand Holding SA                                | 
|----------------------------------------------------- |  | -------------------------------------------------- | ------ | ------------------------------------------------- | 
|                                                      |  | Period fromJanuary 1, 2002throughDecember 10, 2002 |        | Period fromAugust 1, 2002throughDecember 31, 2002 | 
|                                                      |  |                                                    |        |                                                   | 
|                                                      |  | (€ in millions)                                    |       
|Net cash provided from operating activities           |  |                                                    | 458.0  |                                                   | 
|Net cash (used in) provided from investing activities |  |                                                    | 156.0  |                                                   | 
|Net cash (used in) provided from financing activities |  |                                                    | (707.0 | )                                                 | 
|Increase (reduction) in cash and cash equivalents     |  |                                                    | (121.0 | )                                                 | 
|Capital expenditures                                  |  |                                                    | (138.0 | )                                                 | 

|                                           
|-------------------------------------------
|Net cash provided from operating activities

Net cash provided from operating activities increased by 47.3% to €412.3 million as of December 31, 2004, from €280.0 million as of December 31, 2003. The increase in net cash provided from operating activities of €132.3 million in 2004 was attributable to higher
net income and favorable changes in operating assets and liabilities.


|Net cash used in or provided from investing activities
|------------------------------------------------------

Net cash provided from investing activities for the twelve months ended December 31, 2004 amounted to €69.5 million, compared with net cash provided from investing activities of €114.5 million for the twelve months ended December 31, 2003. The decrease in net
cash provided from investing activities resulted principally from the decrease in proceeds from sales of marketable securities in 2004 compared to 2003, partially offset by a nil investment in consolidated entities in 2004. In 2003, net cash used in investing activities was partly
used to purchase shares of Legrand SA held by minorities and we received net cash from the sale of a minority stake in a non consolidated subsidiary amounting to approximately €55million and the monetisation of a part of the swap related to the Yankee bonds which
resulted in an income of €56.8million.


Capital expenditures amounted to €95.7 million for the twelve months ended December 31, 2004, a decrease of 15% from €112.6 million for the twelve months ended December 31, 2003. The decrease in capital expenditures is mainly attributable to optimization of
capital expenditures but the level of investment


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in new product development has increased totaling 44% of total capital expenditures in 2004 compared with 37% in 2003. For more detail on capital expenditure see Capital Expenditure
below.

|                                                      
|------------------------------------------------------
|Net cash provided from or used in financing activities

Net cash used in financing activities in 2004 amounted to €481.6 million, compared with net cash used from financing activities of €895.0 million in 2003. The significant decrease in net cash used from financing activities resulted mainly from the fact that in 2004 the
net cash used from financing activities reflected the financing of the Senior Credit Agreement partially offset by new borrowings under the Facility agreement. In 2003, net cash used in financing activities reflected the repayment of borrowings and treasury notes, partially offset
by new borrowings.


|Debt
|----

Our gross debt (defined as the sum
    of TSDIs, Subordinated Shareholders PIK loan, long-term borrowings and short-term
    borrowings, including commercial paper programs and bank overdrafts) amounted
    to €3,346.7 million as of December 31, 2004 compared to €3,762.1
    million as of December 31, 2003. Our cash and cash equivalents and marketable
    securities amounted to €81.4 million as of December 31, 2004 compared
    to €100.5 million as of December 31, 2003. Our current and non-current
    restricted cash amounted to27.0 million as of December 31, 2004 compared
    to €127.5 million as of December 31, 2003. Our total net debt (defined
    as gross debt less cash and cash equivalents, marketable securities and restricted
    cash) amounted to €3,238.3 million as of December 31, 2004 compared

to €3,534.1 million as of December 31, 2003.


The ratio of consolidated net debt to consolidated shareholders equity was 967% as of December 31, 2004 compared to 833% as of December 31, 2003.


Our borrowed funds consisted principally of the following as of December 31, 2004:


| |  | €68.9 million of indebtedness related to the TSDIs. See Subordinated Perpetual Notes (TSDIs);
| | - | -----------------------------------------------------------------------------------------------

| |   |                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------
| |  | €285.2 million related to the 8.5% Yankee bonds. See $400 million 8.5% Yankee bonds due February 15, 2025;

| |   |                                                  
| | - | -------------------------------------------------
| |  | €925.2 million related to the facility agreement;

| |   |                                                                        
| | - | -----------------------------------------------------------------------
| |  | €601.1 million related to the High Yield Notes. See High Yield Notes;

| |   |                                                                                      
| | - | -------------------------------------------------------------------------------------
| |  | €1,272.8 million related to the Payment in Kind loan, including accrued interest; and

| |   |                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------
| |  | other debt amounting to €193.5 million as of December 31, 2004, consisting principally of short-term debt and capital leases.

Historically, the principal uses of cash of our predecessor have been devoted to working capital, capital expenditures, research and development, acquisitions and debt service, which were funded principally with cash flows from operations, commercial paper programs,
bank overdrafts and long-term borrowings (primarily in the form of the Yankee bonds and the TSDIs). Following the Acquisition and the related transactions, our indebtedness and debt service requirements have increased significantly.


In December 2004 Legrand Holding
    refinanced the €2,222 million senior secured facilities which were put
    in place in 2002 by a new €1,400 million syndicated loan facility. See Senior
    Credit Facility and Credit Facility below. Under the credit
    facility, we have €700 million available under the revolving facility. As
    of December 31, 2004, €225.2 million is borrowed under the revolving
    facility and €474.8 million remains available for future borrowings.


|Senior Credit Facility
|----------------------

In December 2004 Legrand Holding refinanced the €2,222 million senior secured facilities which were put in place in 2002 by a new €1,400 million syndicated loan facility.




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Issuance costs related to the €2,222 million senior secured facilities have been capitalized and amortized over the duration of the senior secured facilities. As a consequence of the anticipated reimbursement of the senior secured facilities in December 2004, the net value
of the issuance costs related to the senior secured facilities have been written off for their remaining amount of €50.7 million on December 31, 2004 and accounted in our income statement under the Loss on extinguishment of debt item.


|Credit Facility
|---------------

In December 2004 Legrand Holding refinanced the €2,222 million senior secured facilities incurred in connection with the Acquisition of Legrand SA by a new €1,400 million syndicated loan facility.


The €1,400 million syndicated loan facility is made of (i) a 5 year multicurrency term loan in an amount up to €700 million and (ii) a 5 year multicurrency revolving credit facility in an amount up to €700 million which mature in 2009.


Repayments of the 5 year multicurrency term loan are to be made in semi-annual instalments (in amounts of €77.8 million) commencing on December 17 2005. The revolving credit facility may be drawn at any time over its availability period and any drawings shall be
repaid on the last day of their interest period.


The interest on the 5 year term loan and the 5 year revolving credit facility will be the aggregate of (i) a margin determined quarterly on the basis of the then current leverage ratio and (ii) the European Inter Bank Offered Rate (EURIBOR). The opening margin for
the initial interest period ending 30th June 2005 will be 60 basis points. Interest is payable on the last day of each Interest Period or every six months in the case of interest periods longer than six months.


|Guarantee
|---------

The Facility is guaranteed by certain of our subsidiaries including Legrand SA, Legrand SAS, Legrand Netherlands BV and Legrand Holding Inc.


The obligations of each subsidiary guarantor extend to the ultimate balance of all amounts payable under the facility agreement, regardless of any intermediate payment or discharge in whole or in part. However, to comply with local laws, the obligations of the
guarantors are subject to limitations on the amounts guaranteed (which may be contained in the facility agreement or an accession document by which a subsidiary becomes a guarantor under the facility agreement).


The shares of Legrand SA that are 100% owned by Legrand SAS, are pledged under the Facility Agreement.


|Undertakings
|------------

The facility agreement contains certain negative undertakings that restrict us and each other obligor (and each obligor agrees to procure that its subsidiaries will comply with such undertakings) subject to certain customary and other agreed exceptions from, among other
things:


| |  | amalgamating, merging or consolidating with or into any other person or being the subject of any reconstruction;
| | - | ----------------------------------------------------------------------------------------------------------------

| |   |                                                                                                 
| | - | ------------------------------------------------------------------------------------------------
| |  | making any substantial change to the general nature of its business or the business of the group

| |   |                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------
| |  | selling, transferring or otherwise disposing of any of the business or any shares of a material subsidiary;

| |   |                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------
| |  | creating or permitting to subsist any security interest over any of its assets save for permitted exceptions;

| |   |                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | entering into any joint venture, partnership or similar arrangement, other than investments in joint ventures not exceeding €150 million in aggregate outstanding at any one time;

| |   |                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | incurring or permitting to be outstanding any financial indebtedness or allowing its subsidiaries to incur or permit to be outstanding any financial indebtedness save for permitted exceptions;



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The facility agreement also requires each obligor to observe certain affirmative undertakings, related to (i) the maintenance of all consents, filings, authorizations and status and (ii) comply with all laws to which it may be subject, if failure so to comply would materially
impair its ability to perform its obligations under the finance documents.


|Financial Covenants
|-------------------

The facility agreement contains financial covenants, comprising:


| |  | Minimum net interest coverage. The ratio of Consolidated Maintainable EBITDA to Consolidated Net Interest, as defined in the Facility Agreement, on a rolling 12 months basis shall not be less than 2.5:1. As of 31 December 2004, the ratio of Consolidated Maintainable
EBITDA to Consolidated Net Interest was equal to 4.12.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Maximum net debt leverage. The ratio of Consolidated Net Debt to Consolidated Maintainable EBITDA, as defined in the Facility Agreement, on a rolling 12 months basis should be less than 4.00:1 from 1 January 2005 to 31 December 2005 and less than 3.40:1 from 1
January 2006 and onwards. As of 31 December 2004, the ratio of Consolidated Net Debt to Consolidated Maintainable EBITDA was equal to 3.06.

|                                
|--------------------------------
|Conditions to further borrowings

With respect to both the term facility and revolving credit facility, drawings under such facilities are subject to the further conditions precedent that, on the date the drawdown is requested, and on the drawdown date, (i) no default has occurred and is continuing or will
occur as a result of that drawing and (ii) certain representations and warranties specified in the facility agreement are repeated and are true with reference to the facts then existing, and will remain true immediately after the drawing is made.


|Events of Default
|-----------------

The facility agreement sets out certain events of default customary, the occurrence of which would allow the lenders to accelerate all outstanding loans and terminate their commitments.


In 2004, we entered into hedging arrangements for a notional amount of €800 million pursuant to which the applicable variable interest rate payable on the Credit Facility was capped at 3.7%.


|Subordinated Perpetual Notes (TSDIs)
|------------------------------------

In December 1990 and March 1992, Legrand SA, our Predecessor, issued TSDIs through private placements, in aggregate nominal value amounts of Fr3,000 million (€457 million) in 1990 and Fr2,000 million (€305 million) in 1992, respectively. The TSDIs were
issued at par. They have no stated due date or maturity and Legrand has no obligation to redeem them unless it carries out a voluntary dissolution, is subject to liquidation, or a final judgment is entered ordering the sale of the entire business (cession totale de lentreprise) of
Legrand. Upon any redemption, payment of the principal amount of the TSDIs is subordinated to the payment in full of all other creditors, other than any outstanding participating loans (prêts participatifs) or participating securities (titres participatifs).


Legrand SA is required to pay interest semi-annually on the TSDIs at a rate indexed to EURIBOR or at a fixed rate for two series of TSDIs in an aggregate nominal value of Fr375 million (€57 million) for the first fifteen years following each issuance. At the time of
each issuance, Legrand SA entered into agreements with third parties under which the third parties agreed to purchase the TSDIs from the holders fifteen years after issuance. The third parties agreed to waive all rights of interest on the TSDIs once they purchase them from the
holders. Accordingly, no further interest payments are due to the holders of the TSDIs after the 15th anniversary of the issuance.


In order to manage its exposure to fluctuations in interest rates, Legrand SA hedged its obligation to pay interest on the TSDIs using interest rate swaps. After accounting for these swap agreements, the effective


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interest rates on the TSDIs amounted to 9.6% in 2002, 10.7% in 2003 and 10.3% per year in 2004 of the average residual carrying value of the TSDIs.

|                                                    
|----------------------------------------------------
|$400 million 8.5% Yankee bonds due February 15, 2025

On February 14, 1995, our predecessor issued $400 million principal amount of 8.5% debentures due February 15, 2025 (the Yankee bonds). Interest on the Yankee bonds is payable semi-annually in arrears on February 15 and August 15 of each year.


Upon issuance of the Yankee bonds, our predecessor entered into a 30-year swap agreement with a notional amount of $400 million (the Yankee bond swap). As a result, our interest payments due related to the Yankee bonds are computed based on the London inter-
bank offered rate (LIBOR), plus a margin of 0.53% per annum (reset every 6 months, in arrears). The interest rate swap agreements require that Legrand SA post cash collateral in an account if the exposure of the counterparty under the swap agreements increases as
calculated on a marked-to-market basis.


At the beginning of February 2003, we entered into cross currency interest rate swap with respect to the Yankee bonds pursuant to which the interest rate payable on $350 million principal amount was fixed at 4.6% per year until 2008. The remainder $50 million still
bear a floating coupon (LIBOR + 0.53%).


In April 2003, we entered into a swap novation agreement where we sold the 2008-2025 maturity bracket of the Yankee bond swap for cash consideration of €56.8million. As a result, from February 2008 onwards, our Yankee Bonds will pay a fixed 8.5% coupon again.
We may enter into additional interest rate swap arrangements with respect to our floating rate debt.


Pursuant to the interest rate swap arrangements entered into by us in connection with the TSDIs and the Yankee bonds, Legrand SA must post cash collateral if the swap counterpartys exposure to the credit risk of Legrand SA exceeds the then posted amounts,
calculated on a marked to market basis every two weeks. However, the swap counterparty can require such posting only after its exposure exceeds a threshold tied to Legrand SAs credit rating. Following the Acquisition of Legrand SA, Legrand SAs credit rating resulted in
the threshold being set at zero, and the counterparties exposure resulted in Legrand SA being obliged to deposit €76 million in an account pledged for the benefit of the swap counterparty. Any further requirement to post cash collateral should arise solely from fluctuations in
interest rates and not from further changes in Legrand SAs credit rating. In addition, Legrand SA has deposited €74 million in an account with the facility agent for the senior credit agreement which is available only for payments on the TSDIs and related hedging obligations
or to provide cash collateral in relation to such hedging obligations. As a consequence of the execution of the  Credit Facility Agreement, the bank deposit has been released accordingly.


It is possible that Legrand SA may be required to provide additional collateral exceeding amounts already on deposit. As of December 31, 2004, we had €27.0 million on deposit related to these arrangements.


|High Yield Notes
|----------------

In February 2003, we issued $350.0 million of 10.5% senior notes due 2013 and €277.5million of 11.0% senior notes due 2013. As of December 31, 2004, all of the notes remain outstanding.


|Related Party Loan
|------------------

In February 2003, we issued a subordinated shareholder PIK loan in the principal amount of €1,156 million subscribed by a subsidiary of the groups ultimate parent company. This loan bears interest at 5% per annum and is payable in full, together with accrued
interest, in 2026.


|Restrictions on our subsidiaries ability to transfer funds to us.
|------------------------------------------------------------------

Legrand SAS and its subsidiaries are restricted pursuant to the terms of the credit facility and an inter-creditor deed from making distributions, loans or other payments to us, except to pay interest on the subordinated inter-company loan and in certain other limited
circumstances.




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As a result of these restrictions, we may not be able to obtain funds from our subsidiaries by means other than the payments by Legrand SAS under the subordinated inter-company loan and in certain other limited circumstances.


Management believes that cash flows from the companys operations will be sufficient to meet the costs of the various debt obligations discussed above.


|Capital Expenditures
|--------------------

From 1990 through 2002, we spent an average of 8.4% of consolidated net sales per year on capital expenditures. Historically, our annual capital expenditures have fluctuated between 5% and 12% of consolidated net sales, with year-to-year variations that result from the
cyclical nature of our investment requirements. In 2004, capital expenditures as percentage of consolidated net sales was 3.3% (compared with 4.1% in 2003). The decrease in capital expenditures relates to structural changes in our investment approach and the impact of
initiatives to increase productivity. The structural changes relate to strengthened investment criteria and a systematic make or buy approach of investment. Initiatives to increase productivity relates among other things to transfer of production to low cost countries where less
investments are required, internationalization of purchasing which enables us to buy equipment at lower price, optimization in the use of buildings and outsourcing. In 2004, capital expenditures reached an historical low point due to the combination of the structural changes
mentioned above and of some cyclicality in new products launches and the impact of our restructuring initiatives. However, we intend to increase capital expenditures from current levels and maintain capital expenditures at levels ranging between 5% and 6% of our
consolidated net sales, since we believe that investments in new products and continuous replacement and upgrade of production equipment is essential in order for us to maintain and increase our market position.


| | C
Research and Development
| | --------------------------

Management believes that research and development is essential to maintaining and strengthening our market position through product improvements and innovation and more efficient manufacturing processes. Our research and development expenditure totaled €258.5
million in 2003 (equal to 9.4% of our consolidated net sales) and €251.0 million in 2004 (equal to 8.6% of our consolidated net sales). The decrease in the research and development expenditure in 2004 compared to 2003 was as a result of the application of purchase
accounting in connection with the acquisition. In connection with the Acquisition, certain patents were revalued upwards and then amortized through an accelerated method. Year on year, the amortization of these purchase accounting adjustments is thus lower, reducing our
research and development expenses. Excluding these purchase accounting entries, research and development expenditure totaled €133.9 million in 2003 (equal to 4.8% of our consolidated net sales) and €141.0 million in 2004 (equal to 4.8% of our consolidated net sales).


Certain production facilities have dedicated research and development teams; however, a significant portion of our research and development focus is centralized in Limoges, France and Varese, Italy. As of December 31, 2004, 1,482 employees in approximately 16
countries were involved in research and development, of which over 52% were based in France, 26% in Italy and the remainder in other countries.


| | D
Trend Information
| | -------------------

Please refer to -Overview for a discussion of the most significant recent trends in our production, sales, costs and selling prices. In addition, please refer to discussions included in this Item for a discussions of known trends, uncertainties, demands, commitments or
event that we believe are reasonably likely to have a material effect on our net operating revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information to not necessarily be indicative of future
operating results or financial condition.


| | E
Off-Balance Sheet Arrangements
| | --------------------------------

Please refer to note 1-l) and note 24 of our consolidated financial statements.


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| | F   Contractual Obligations
| | ---------------------------

The following table summarizes our contractual obligations, commercial commitments and principal payments on a consolidated basis as of December 31, 2004.


|                                                      |  | Historical Payments Due by Period |        
|----------------------------------------------------- |  | --------------------------------- | -------
|As of Dec 31, 2004                                    |  | Total                             |        
|                                                      |  |                                   |        
|Long-term borrowings                                  |  |                                   | 1,811.5
|Related party loan                                    |  |                                   | 1,272.8
|Short-term borrowings                                 |  |                                   | 168.8  
|Capital lease obligations                             |  |                                   | 24.7   
|Subordinated securities and the related loans (TSDIs) |  |                                   | 68.9   
|                                                      |  |                                   |        
|Total contractual obligations                         |  |                                   | 3,346.7
|                                                      |  |                                   |        

We believe that our operating cash flows, together with available capacity to borrow under the credit facility (revolving credit facility), will be sufficient to fund our working capital needs, anticipated capital expenditures and debt service requirements as they become due
for at least the next several years, although we cannot assure you that this will be the case. See Risk Factors  We require a significant amount of cash to service our debt. Our ability to generate sufficient cash depends on many factors beyond our control. In particular,
future drawings under the credit facility will be available only if, among other things, we meet the financial maintenance covenants included in the facility agreement. Our ability to meet those covenants will depend on our results of operations and certain factors outside of our
control such as interest rates fluctuations and exchange rates variations.


|Variations in Exchange Rates
|----------------------------

A significant number of our non-French subsidiaries operate in countries with currencies other than the euro. Approximately 37% of our net sales in 2004 were denominated in currencies other than the euro (principally, the US dollar and the British pound). As a result,
our consolidated operating results have been and could be in the future affected significantly by fluctuations in the exchange rates between the euro and such other currencies.


In order to prepare our consolidated financial statements, we must convert assets, liabilities, income and expenses that are accounted for in other currencies into euro. Therefore, fluctuations in foreign currency exchange rates affect such items in the consolidated financial
statements, even if the value of the item remains unchanged in its original currency. To the extent that we incur expenses that are not denominated in the same currency as the related revenues, foreign exchange rate fluctuations could cause our expenses to increase as a
percentage of net sales, affecting our profitability and cash flows.


We use end-of-period exchange rates for the translation of balance sheet data and period average exchange rates for the translation of income statement and cash flows data. In translating financial statements of subsidiaries operating in highly inflationary economies, non-
monetary assets are recorded at historical rates of exchange, and gains or losses arising from the translation of the financial statements of such subsidiaries are included in the consolidated income statement under Other revenues (expenses).


We operate internationally and are therefore exposed to foreign exchange risk arising from various foreign currencies. Foreign currency denominated assets and liabilities together with firm and probable sales commitments give rise to foreign exchange exposure. Natural
hedges are achieved, whenever management believes it appropriate, through the matching of funding costs to operating revenues in each of the major currencies in which we operate.


We periodically enter into foreign currency contracts to hedge commitments, transactions or foreign income. In recent years, hedging transactions entered into by us have principally involved certain intra-group sales between major foreign subsidiaries denominated in
such subsidiaries respective local currencies. We do not currently hedge the net assets of our subsidiaries


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|Differences between French GAAP and US GAAP
|-------------------------------------------

Our audited consolidated financial statements and the audited consolidated financial statements of our predecessor, Legrand, included elsewhere herein have been prepared in accordance with French GAAP which differ in certain significant respects from US GAAP.


|Legrand Holding
|---------------

Before January 1, 2002, none of the differences between French GAAP and US GAAP, which affect our financial statements, had a significant impact on net income or net equity as reported under French GAAP. As of December 31, 2004 and 2003 and for the period
then ended, our net income and net equity were affected by GAAP differences related to the accounting for our subordinated perpetual notes, or TSDIs, and related swaps, the accounting for certain taxes paid in Italy and the application of FAS 142.


|Accounting for goodwill
|-----------------------

Under French GAAP, our goodwill related to the Legrand acquisition (€876.3 million) is being amortized over its estimated useful life of 20 years. Under US GAAP, goodwill is not amortized. Instead, it is subject to impairment testing at least annually. For the period
ended December 31, 2004 this difference had an impact of €43.9million on the determination of net income under US GAAP.


|TSDIs and related swaps
|-----------------------

Under French GAAP, certain special purpose entities related to our subordinated securities are not consolidated. Under US GAAP, these entities are required to be consolidated. As of December 31, 2004 and for the period then ended, this difference did not have a
significant impact on the determination of net income under US GAAP.


In addition to the consolidation of certain special purpose entities, certain derivative financial instruments related to the subordinated securities, which are accounted for as hedges under French GAAP, do not qualify for hedge accounting under US GAAP. Accordingly,
these instruments are recognized in the balance sheet at fair and future changes in fair value will be recognized in income. This difference had an effect of €1.5 million positive impact on our equity under US GAAP for the period ended December 31, 2003 and an effect of23 million positive impact on our equity (therefore €21.5 million positive impact on net income) under US GAAP for the period ended December 31, 2004.


Certain derivative financial instruments, including swaps associated with the $400 million 8.5% Yankee bonds, are recorded at fair value in purchase accounting under US GAAP. Subsequent changes in fair value are recognized in the profit and loss account. Under
French GAAP purchase accounting, these instruments are treated as off balance sheet items. As of December 31, 2004 and 2003, the principal impact of this difference on the balance sheet in US GAAP compared with the balance sheet in French GAAP was an increase in
non-current assets by €40.5 million and €60.1 million respectively, an increase in non-current liabilities by €78.3 million and €52.5 million respectively.


|Italian tax (EITF 93-16)
|------------------------

For a discussion of the nature of this difference and its impact on our consolidated net income and net equity under US GAAP, refer to note 29 to our consolidated financial statements included elsewhere in this annual report.


|Reclassifications
|-----------------

In addition to the differences described above, our consolidated financial statements prepared in accordance with French GAAP require certain reclassifications to comply with US GAAP. These reclassifications do not affect the determination of net income or net equity
under US GAAP; however, they do have an impact on the presentation of our consolidated balance sheet and consolidated statement of income. Refer to note 29 to our consolidated financial statements for additional discussion of these reclassifications.


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|Principal shareholder transactions
|----------------------------------

In connection with the acquisition of Legrand in 2002, certain senior executives and management of Legrand were granted warrants (by the Groups parent company) to acquire common shares in the Groups parent company. Under French GAAP, transactions entered
into by principal shareholders that benefit the company are not required to be reflected in the accounts of the Group. Under US GAAP, for transactions that are established by principal shareholders that have characteristics similar to compensatory plans adopted by corporations,
AIN-APB 25, #1 requires companies to account for such plans as if they are their own. Accordingly, upon the occurrence of certain specified future events and the achievement of certain specified performance conditions, the Group may be required to recognize expense in an
amount that will be based on the future share price of Legrand.


|Legrand SA (Predecessor) for the period from January 1, 2002 to December 10, 2002
|---------------------------------------------------------------------------------

Through December 10, 2002, the principal difference impacting the determination of Legrand SAs net income under US GAAP compared with French GAAP results from consolidating the results of certain entities relating to our subordinated securities. The principal
impact of this difference on the income statement is to adjust interest income (expense). The principal impact of this difference on the balance sheet is to increase non-current assets. For a discussion of this difference, refer to note 28 to the consolidated financial statements of
Legrand SA included elsewhere in this annual report.


In addition, our French GAAP financial statements are also affected by certain other differences from US GAAP, which are summarized below.


|Reclassifications
|-----------------

The following reclassifications are required under US GAAP:


| |  | a reclassification of certain cash discounts granted to customers (reclassified from non-operating expense to a reduction of net sales), for a total amount of €31 million, €40 million and €35 million for each of the years ended December 31, 2000 and 2001 and the period
from January 1, 2002 through December 10, 2002, respectively;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a reclassification of certain taxes paid in Italy (reclassification from operating expense to income tax expense), for a total amount of €5 million for each of the years ended December 31, 2000 and 2001 and the period from January 1, 2002 through December 10, 2002;

| |   |                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a reclassification of other expenses that are classified as non-operating expenses under French GAAP and that are required to be included in operating income under US GAAP (principally restructuring charges).

|                                
|--------------------------------
|Depreciation of Schneider shares

Under French GAAP, the shares of Schneider formerly held by us as a result of Schneiders public tender offer for the Legrand SA shares in 2001 were treated as marketable securities. However, as those shares were received in exchange for treasury shares held by
Legrand SA, the entire transaction including the subsequent gains and losses is a treasury stock transaction and recognizing subsequent gains and losses in the income statement is inconsistent with the accounting treatment of a treasury stock transaction. In order to take into
account this extraordinary situation and to be in compliance with the true and fair principle, we have recorded in accordance with French GAAP the unrealized losses (€21 million after taxes) at December 31, 2001 as a direct charge to equity. In accordance with US GAAP,
these shares were recorded as marketable securities and we recorded additional financial expense, net of taxes, of €21 million. During 2002, all of the Schneider shares were sold and a €2 million net gain was recorded directly to equity in accordance with French GAAP.
Under US GAAP, this net gain was reversed from equity and recorded to income.


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|Italian tax (EITF 93-16)
|------------------------

The Italian tax law No. 342 allowed firms to revaluate their assets retroactively as of January 1, 2001. Therefore, a deferred tax asset has been booked in the French GAAP accounts and a provision is required as long as the actual tax law did not confirm the use of
those tax assets. Under US GAAP, as those gains are taxable when distributed, a distribution tax is booked. The difference between the provisions booked in the French GAAP accounts and the one booked in the US GAAP consolidated accounts amounts to €17 million
(additional expense) as of December 31, 2001.


For more detailed discussion on the differences between French GAAP and US GAAP as applied to Legrand SAs financial statements, see note 28 to the audited consolidated financial statements of Legrand SA included elsewhere in this annual report.


|Accounting for goodwill
|-----------------------

For the period January 1, 2002 to December 10, 2002, Legrand SA recorded an additional US GAAP difference to reverse the goodwill amortization expense recorded under French GAAP. Under SFAS 142, goodwill is no longer amortized but will be assessed for
impairment on an annual basis and whenever events and circumstances indicate that the carrying value of goodwill may not be recoverable. Accordingly, goodwill attributable to Legrands acquisitions will not be amortized for US GAAP purposes.


For a more detailed discussion on the differences between French GAAP and US GAAP as applied to Legrand SA, refer to note 28 to the audited consolidated financial statements of Legrand SA, our predecessor included elsewhere in this annual report.


|Minimum pension liability (FAS 87)
|----------------------------------

Under US GAAP, Legrand is required to recognize a liability related to our pension and postretirement benefit obligations at least equal to the amount by which the accumulated benefit obligation exceeds the market value of plan assets. When recognized, the counterpart
to the additional liability is either an intangible asset or a separate component of equity (accumulated other comprehensive income). Under French GAAP, the additional pension liability is not recognized in the balance sheet.


|Critical Accounting Policies
|----------------------------

The accounting policies described below are those we consider critical in preparing our consolidated financial statements. These policies include significant estimates made by management using information available at the time the estimates are made. A more detailed
description of the significant accounting policies used by us in preparing our consolidated financial statements is included in note 1 to our consolidated financial statements.


|Goodwill and Other Intangible Assets
|------------------------------------

We have made acquisitions in the past that resulted in the recognition of a significant amount of goodwill and other identifiable intangible assets (in particular, the acquisition of Legrand SA on December 10, 2002).


Under French GAAP, all intangible assets, including goodwill and excluding brands, are amortized over their estimated useful lives.


Under US GAAP in effect before January 1, 2002, all intangible assets, including goodwill, were amortized over their estimated useful lives. In July 2001, the FASB issued SFAS 141 and SFAS 142, collectively SFAS 141/142. SFAS 141/142 established new accounting
and reporting standards for goodwill and other non-amortized (indefinite-lived) intangible assets. In particular, SFAS 141/142 replaced the amortization of these items over their estimated useful lives by an annual impairment test based on the items estimated fair value. Other
intangibles that do not have indefinite useful lives will continue to be amortized over their estimated useful lives and, upon the occurrence of certain impairment indicators, will also be


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subject to periodic impairment tests based on undiscounted and discounted cash flows. SFAS 141/142 were effective for us from January 1, 2002.

The judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance of the acquired businesses. Future events could cause us to conclude that impairment indicators exist and that goodwill or other
identifiable intangible assets associated with the acquired businesses are impaired. Any resulting impairment loss could have a material adverse impact on our consolidated financial condition and results of operations.


Annual impairment tests for goodwill are performed in two steps. The first step is performed by comparing the current fair value of the reporting unit to which the goodwill being tested is allocated to the carrying amount of the reporting unit. If the carrying amount of
the reporting unit exceeds its fair value, we are required to perform the second step of the goodwill impairment test. If required, the second step of the impairment test is performed by comparing the implied fair value of the reporting units goodwill, which is computed by
preparing a hypothetical purchase price allocation at the date of the impairment test, to the carrying amount of the reporting units goodwill. Any excess of the carrying amount over the implied fair value of the reporting units goodwill is recognized as an impairment loss.
Annual impairment tests for indefinite-lived intangible assets are performed by comparison of the current fair value of the intangible asset to its carrying amount. Any excess of the carrying amount over the estimated fair value is recognized as an impairment loss. Periodic
impairment tests for definite-lived intangible assets, if required, are performed in two steps. The first step is performed by comparing the future undiscounted cash flows associated with the intangible asset to the carrying amount of the intangible asset. If the carrying amount of
the intangible asset exceeds the future undiscounted cash flows associated with the intangible asset, an impairment loss is recognized for the excess of the carrying amount of the intangible asset over the fair value (generally, based on discounted cash flows) of the intangible
asset.


The accounting for goodwill and other intangible assets involves a number of critical management judgments, including:


| |  | determining which intangible assets, if any, have indefinite useful lives and, accordingly, should not be subject to amortization;
| | - | ----------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| |  | identification of events or changes in circumstances that may indicate that an impairment has occurred;

| |   |                                                   
| | - | --------------------------------------------------
| |  | making allocations of goodwill to reporting units;

| |   |                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------
| |  | determining the fair value of reporting units in connection with annual impairment tests of goodwill;

| |   |                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | determining the implied fair value of goodwill, where necessary, which involves the preparation of a hypothetical purchase price allocation for the reporting as of the date of the impairment test;

| |   |                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------
| |  | estimating the future undiscounted and discounted cash flows for purposes of periodic impairment tests on definite-lived intangible assets; and

| |   |                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------
| |  | determining the fair value of indefinite-lived intangible assets for purposes of annual impairment tests.

Fair value is based either on the quoted market price in an active market for the asset, if available, or, in the absence of an active market, on discounted future cash flows from operating income less investments. Many assumptions and estimates underlie the
determination of fair value. Another estimate using different, but still reasonable, assumptions could produce different results.


We applied the impairment test set forth in SFAS 141/142 for all non amortized intangible assets recorded by us using the following assumptions and parameters:


| |  | a weighted average capital cost of 8.5% as of December 31, 2003 and 2002; and from 8.50% to 12.0% in 2004
| | - | ---------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a growth rate beyond the specifically forecasted period of 2.00% per year for our discounted future cash flows analyses in 2002 and 2003 and a growth rate beyond the specifically forecasted period from 2.50% to 3.00% per year in 2004.

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No impairments were recognized for the year ended December 31, 2003. Further to these estimations of the effect of the application of SFAS 141/142 and based on the assumptions above, an impairment loss amounting to €12.4 million was recorded in the consolidated
financial statements of our predecessor with respect to our UK operations in 2002.


|Accounting for income taxes
|---------------------------

As part of the process of preparing our consolidated financial statements, we are required to estimate the income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax exposure together with assessing temporary
differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheet. We must then assess the likelihood that the
deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance in a period, it must include an
expense within the tax provision in the statement of operations.


Due principally to the significant interest and other expenses incurred as a result of the Acquisition, we currently have a significant amount of recognized deferred tax assets (€77.7 million as of December 31, 2004). Significant management judgment is required in
determining the valuation allowance recorded against the net deferred tax assets. We have recorded a valuation allowance, and there are uncertainties regarding our ability to utilize some of our deferred tax assets before they expire, primarily certain net operating losses carried
forward and foreign tax credits. The valuation allowance is based on our estimates of future taxable income by jurisdiction in which we operate, and the period over which the deferred tax assets will be recoverable. In the event that actual results differ from these estimates or
we adjust these estimates in future periods, we may need to adjust the valuation allowance, which could materially impact our consolidated financial position and results of operations.


|New US GAAP Pronouncements
|--------------------------

|                                                                
|----------------------------------------------------------------
|SFAS 151  Inventory Costs an amendment of ARB No. 43, Chapter 4

In November 2004, the Financial Accounting Standards Board issued SFAS 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4 (SFAS 151). The standard adopts the IASB view related to inventories that abnormal amounts of idle capacity and spoilage
costs should be excluded from the cost of inventory and expensed when incurred. Additionally, the Board made the decision to clarify the meaning of the term normal capacity. SFAS 151 is effective for the Group for the period beginning January 1, 2006. The Group is
currently reviewing this issue to measure the potential impact on its consolidated results of operations, financial position, and cash flows and does not anticipate that the adoption of SFAS 151 will have a material impact on the Groups consolidated results of operations.


|SFAS 123R  Share-Based Payment
|-------------------------------

In December 2004, the Financial Accounting Standards Board released its final revised standard entitled FASB Statement No. 123R, Share-Based Payment (SFAS 123R). FAS 123R requires that a public entity measure the cost of equity-based service awards based on
the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award or the requisite service period (usually the vesting period). No compensation cost is
recognized for equity instruments for which employees do not render the requisite service. A public entity will initially measure the cost of liability based service awards based on its current fair value; the fair value of that award will be re-measured subsequently at each
reporting date through the settlement date. Changes in fair value during the requisite service period will be recognized as compensation cost over that period. SFAS 123R is effective for the Group for the year beginning January 1, 2006. The Group is currently reviewing this
SFAS 123R to estimate the potential impact on its consolidated results of operations or the financial position when adopted.


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|ITEM 6. DIRECTORS, SENIOR MANAGEMENT EMPLOYEES
|----------------------------------------------

| |                                  
| | ---------------------------------
| | A
   Directors, Senior Management

|                             
|-----------------------------
|Management of Legrand Holding

Set forth below are the names of the members of our board of directors and executive officers. Members of our board of directors can be reached at our registered address.


|                         |  |  |                                                          |  |  | Initially |  |  | Term    | 
|------------------------ |  |  | -------------------------------------------------------- |  |  | --------- |  |  | ------- | 
|Name                     |  |  | Current Position                                         |  |  | Appointed |  |  | Expires | 
|                         |  |  |                                                          |  |  |           |  |  |         | 
|Ernest-Antoine Seillière |  |  | Director and Non-Executive Chairman                      |  |  | 2002      |  |  | 2008    | 
|Jean-Bernard Lafonta     |  |  | Director                                                 |  |  | 2002      |  |  | 2008    | 
|Arnaud Fayet             |  |  | Director                                                 |  |  | 2002      |  |  | 2008    | 
|Henry R. Kravis          |  |  | Director                                                 |  |  | 2002      |  |  | 2008    | 
|Edward A. Gilhuly        |  |  | Director                                                 |  |  | 2002      |  |  | 2008    | 
|Jacques Garaïalde        |  |  | Director                                                 |  |  | 2002      |  |  | 2008    | 
|François Grappotte       |  |  | Director and Chief Executive Officer (Directeur Général) |  |  | 2002      |  |  | 2008    | 
|Olivier Bazil            |  |  | Director                                                 |  |  | 2002      |  |  | 2008    | 
|Gilles Schnepp           |  |  | Director                                                 |  |  | 2002      |  |  | 2008    | 
|Nigel Hammond            |  |  | Director                                                 |  |  | 2003      |  |  | 2008    | 
|Frank Schmitz            |  |  | Director                                                 |  |  | 2003      |  |  | 2008    | 
|Benoît Valentin          |  |  | Observer                                                 |  |  | 2004      |  |  | 2005    | 

Our board is composed of eleven members. See Item 7 Major Shareholders and related party Transactions. Our three most senior executive officers or those of our subsidiaries are members of the board of directors. KKR, Wendel and certain other consortium members have
the right to designate individuals for appointment as directors as follows: (i) three directors may be designated by Wendel, (ii) three directors may be designated by KKR, and (iii) two directors may be designated, on a rotating basis, by the other consortium members which
hold at least €50 million of securities of Lumina Parent. Pursuant to the investors agreement, Wendel is entitled to select one of the directors to serve as chairman of the board of directors. Wendel selected Ernest-Antoine Seillière, who was appointed chairman of our board of
directors. Pursuant to the investors agreement, if either KKR or Wendel holds less than €500 million of securities of Lumina Parent, then all three of its designees must resign from our board of directors. However, so long as KKR or Wendel continues to hold at least €50
million of securities of Lumina Parent, it will be entitled to participate in the rotation for the designation of two directors by our other investors. See Item 7 Major Shareholders and related party Transactions . Pursuant to the investors agreement, if the designees of Wendel
or KKR are required to resign from the board of directors, the other of them will have the right to designate three additional directors to replace the directors so resigning.


| | B
   Compensation
| | -----------------

In 2004 we paid a compensation to Mr. Grappotte as Chief Executing Officer of Legrand in an amount of €220,000.


Each member of our board of directors holds only director qualifying shares, which amount to less than one percent of our ordinary share capital.


In 2004, the aggregate compensation that Legrand SA and its subsidiaries paid to directors and executive officers of Legrand SA was approximately €1.0 million. This amount includes the compensation to directors and executive officers in all capacities with respect to
Legrand SA and its subsidiaries. In 2004, Legrand SA paid no directors fees (jetons de présence).


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Please find below remuneration and other compensation received by the two executive officers and directors of Legrand SA in the financial year ended December 31, 2004.


|               |  | Legrand SA         |        
|-------------- |  | ------------------ | -------
|               |  | Annualremuneration |        
|               |  |                    |        
|(1)            |  | (€)                |        
|Gilles Schnepp |  |                    | 315,000
|Olivier Bazil  |  |                    | 310,000
|               |  |                    |        

| | 
| | 

|(1) | Amounts include bonuses which are approved in a financial year prior to the financial year in which they are paid.
|--- | ------------------------------------------------------------------------------------------------------------------

In January 2004, a total amount of €648,600 has been paid to Mr. Grappotte in connection with his retirement indemnity and his 2003 bonus. In 2001, Legrand SA entered into an agreement with an insurance provider to provide pension, retirement or similar benefits to
the French members of Legrand SAs senior management responsible for day-to-day operations. Legrand SAs obligations under such agreement as of December 31, 2004 were estimated at approximately €12.1million. Of such amount, approximately €1.9 million was accrued
as of December 31, 2004. The senior management is made up of eleven members, including three social representatives.


The French members of Legrand SAs senior management responsible for day-to-day operations are entitled to receive a retirement premium. The retirement premium is calculated to ensure that the beneficiaries receive a total retirement pension equal to 50% of the
average of the two highest annual remuneration amounts received by such member during the last three years of service at Legrand. To receive the retirement premium, the member must be at least 60 years old and must have been employed by Legrand SA for at least ten
years. If such member dies, Legrand will pay 60% of the retirement premium to the members surviving spouse.


Mr. Bazil and Mr. Schnepp are, subject to certain conditions, each entitled to receive (i) a severance payment of approximately €0.8 million payable upon termination, provided such termination was not for gross misconduct and (ii) compensation for signing a covenant
not to compete of approximately €0.8 million payable upon termination of employment.


As of December 31, 2004, the total number of stock options held by the chairman and thetwo executive officers and directors of Legrand SA was 76,106 issued under the 1999 plan and the 2001 plan.


Except as discussed above, no member of the board of directors of Legrand Holding or any of its executive officers are entitled to retirement or termination benefits. None of Legrand Holdings nor Legrand SAs executive officers and directors owns any other options to
subscribe or purchase shares of any of Legrand SAs subsidiaries.


| | C
   Board practices
| | --------------------

|          
|----------
|Committees

Our board of directors has a business committee, an audit committee and a compensation committee. The members of these committees do not receive any fees or other remuneration for their services as committee members.


The business committee is comprised of two representatives of each of KKR and Wendel, our Chief Executive Officer, who serves as chairman of the committee, and two of our subsidiaries additional senior executive officers. The current members of the business
committee are Mr. Gilhuly and Mr. Garaïalde, representatives of KKR, Mr. Lafonta and Mr. Fayet, representatives of Wendel, Mr. Grappotte, chairman of the committee, Mr. Schnepp and Mr. Bazil. The committee can invite non-voting observers to attend its meetings. The
business committee is responsible for approving our annual budget and investments made by us and our subsidiaries. The business committee must submit reports to the board of directors, particularly with regard to its approval of the annual budget and investments.


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The audit committee is comprised of two representatives of each of KKR and Wendel, with the chairman of the committee selected from and by such representatives. The current members of the audit committee are Mr. Gilhuly and Mr. Garaïalde, representatives of
KKR, and Mr. Lafonta and Ms. Picard, representatives of Wendel. The audit committee can invite non-voting observers to attend its meetings. However, the audit committee must meet with the statutory auditors without members of our management present. The audit
committee is responsible for examining our quarterly and annual accounts. The audit committee is required to provide an opinion to our board of directors with respect to its examination of the accounts. Further, the audit committee must determine whether the accounting
methods used properly account for major risks, verify whether internal procedures are sufficient to guarantee that the information necessary to properly prepare the accounts is gathered and review the internal audit guidelines. The audit committee must also provide an opinion
to our board of directors regarding the renewal or nomination of the auditors, examine all financial and auditing questions submitted to it by the chairman of the committee or our non-executive chairman and review all questions concerning conflicts of interest submitted to it.


The compensation committee is comprised of two representatives of each of KKR and Wendel, with the chairman of the committee selected from and by such representatives. The current members of the compensation committee are Mr. Gilhuly and Mr. Garaïalde,
representatives of KKR, and Mr. Seillière and Mr. Lafonta, representatives of Wendel. The compensation committee can invite non-voting observers to attend its meetings. The compensation committee is responsible for determining the compensation of our managers and those
of our subsidiaries, including Legrand SA. The compensation committee does not, however, determine any directors fees. The compensation committee is also responsible for allocating stock options to our management and employees and those of our subsidiaries.


|Corporate Governance of Legrand Holding
|---------------------------------------

Pursuant to the investors agreement, the consortium members have agreed that all matters relating to ourselves will be decided by our board of directors by simple majority vote, except for several matters in respect of which each of KKR and Wendel have veto rights
and without prejudice to the powers expressly reserved to the shareholders. See Item 7 Major Shareholders and related party Transactions. In the event of an equality of votes for a decision that requires only a simple majority vote, the chairman of the board will have the
right to cast the deciding vote. Wendel is entitled to designate the chairman of the board.


We are a French limited liability company, a société anonyme, governed by French law and its bylaws (statuts). All matters not governed by the bylaws are determined in accordance with French law. The bylaws also determine which decisions require shareholder
approval, in addition to those decisions which pursuant to the requirements of French law have to be approved only by the shareholders.


In accordance with French law governing French limited liability companies, sociétés anonymes, and without prejudice to the powers expressly reserved to the shareholders, our business is managed by our board of directors (conseil dadministration). Under French law,
a director can be an individual or a legal entity. According to our bylaws, our board of directors must be made up of at least three but no more than eighteen directors. Our board of directors currently has twelve directors.


Our bylaws allow the board of directors to appoint, upon the proposal of the chairman, one or more observers for one (1) year. The board of directors may, at any time, dismiss the observer and replace the observer. The observer is notified of the meetings of the board
of directors in the same way as the directors, as discussed below. The observer has access to the same information and shall receive the same documentation in connection with the meetings of the board of directors as the directors. The observer is under the same obligations
as the directors, including those obligations regarding discretion, confidentiality and related party transactions. The observer does not have the right to vote on any matter under consideration by the board of directors, but has the right to address the board. The observers
comments shall be included in board minutes. We do not compensate the observer.


Our board of directors appoints our chairman of the board (président du conseil dadministration) and our Chief Executive Officer (directeur général). The board of directors has the power to determine whether we are managed by the chairman or the Chief Executive
Officer. Under French law, the chairman and the Chief Executive Officer must be individuals. The chairman must be chosen from among the directors. The


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Chief Executive Officer can be chosen from among the directors or can be a third party. Article L. 225-51-1 of the French Commercial Code (code de commerce) allows the board of directors to
appoint the same person as chairman and Chief Executive Officer or to appoint one individual to each position. Pursuant to the investors agreement, the consortium members have agreed that
the positions of our chairman and Chief Executive Officer must be held by different individuals. The board of directors may remove the chairman at any time, with or without cause. The board
of directors may remove the Chief Executive Officer at any time for cause unless the Chief Executive Officer is also the chairman, in which case the Chief Executive Officer may be removed
without cause. The board of directors determines the remuneration of the chairman and the Chief Executive Officer. The chairman and the Chief Executive Officer, in their capacity as directors,
can vote on a resolution concerning their remuneration.

Our board of directors has appointed Mr. Seillière to serve as chairman and Mr. Grappotte to serve as Chief Executive Officer. As chairman, Mr. Seillière organizes and manages the work of the board of directors, reports upon the work of the board of directors to the
shareholders meeting and ensures that the directors fulfill their duties. As Chief Executive Officer, Mr. Grappotte exercises the broadest powers to act in our name in all matters, within the limits of our corporate purpose and without prejudice to the powers expressly reserved
by law to the shareholders meeting and the board of directors.


French law allows the board of directors to appoint up to five executive officers (directeurs généraux délégués) to whom the board of directors can delegate general or specific powers, with the consent of the general manager. The Chief Executive Officer nominates the
executive officers and the board appoints them and determines their specific management powers, responsibilities and remuneration. Since 2004, we paid compensation to the Chief Executive Officer of Legrand Holding. Under French law, an executive officer, like the Chief
Executive Officer, has broad powers to act in our name. Our bylaws specify that the executive officers powers cannot be greater than those of the Chief Executive Officer. The board of directors may remove the executive officers for cause at any time upon the proposal of the
Chief Executive Officer. The executive officers, if they are directors, can vote on a resolution concerning their remuneration.


Pursuant to the investors agreement, the board of directors shall meet whenever required, but no fewer than six (6) times per year. Any director may request that the chairman convene a meeting of the board of directors by written notice. Wendel has agreed to cause the
chairman to (i) call a meeting whenever requested by any other director designated by a consortium member, (ii) consult with each director designated by a consortium member before setting the date of any meeting of the board of directors and (iii) take into account, to the
greatest extent possible, the scheduling conflicts of each of the directors.


Within two (2) business days (as defined in the investors agreement) of receipt of the notice sent by a director requesting that the chairman call meeting of the board of directors, the chairman must send a convening notice to each director, each observer and each
consortium member entitled to designate a director or observer, pursuant to the investors agreement, but which at the time of such board meeting has not done so. All convening notices must specify the time, the date (which shall be at least 10 days after the date of the
convening notice) and the place of the meeting of the board of directors. The convening notice must also contain the agenda, to which a director may add a matter at least five days in advance of the meeting of the board of directors. Any consortium member (other than KKR
and Wendel) entitled to designate a director but which at the time of such board meeting has not done so, may request that a director place a matter on the agenda on its behalf. If the notice requirements are not satisfied, valid resolutions may nevertheless be adopted if each
director signs a waiver of notice or attends the meeting of the board of directors in person or by proxy.


Pursuant to the investors agreement, a quorum consists of one-half of the directors including at least two directors designated by each of KKR and Wendel, or one such director representing the other by proxy. Decisions of the board of directors are taken by a vote of
the majority of the directors present or represented by other directors, subject to KKRs and Wendels veto rights. In the event of a tie, the chairman casts the deciding vote, subject to KKRs and Wendels veto rights. See Shareholders  Veto Rights of KKR and Wendel.
A director can vote by proxy by giving a proxy to another director, but a director can only hold one proxy per meeting of the board of directors. Directors represented by another director at a meeting of the board of directors do not count for purposes of determining the
existence of a quorum. Wendel and KKR


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must cause the directors that they designate, who are not physically present at the board meeting, to take part in the board meetings by video conference (subject to any restrictions imposed by
French law or the bylaws) or, if a proxy is given to a director physically present at the meeting, by video conference. All meetings of the board of directors must be conducted in English.
Minutes of the board must be kept in French and in English.

The board of directors has the power to form committees and determine the composition and duties of such committees. Our board of directors has a business committee, an audit committee and a compensation committee, composed as follows: (i) the business
committee is composed of at least six members, comprising two representatives of each of KKR and Wendel, our Chief Executive Officer, who serves as chairman of the committee, and two of our or our subsidiaries additional senior executive officers; (ii) the audit committee
is composed of at least four members, comprising two representatives of each of KKR and Wendel, and the chairman to be selected from and by such representatives; and (iii) the compensation committee is composed of at least four members, comprising two representatives
of each of KKR and Wendel, with the chairman to be selected from and by such representatives. The audit committee is required to provide an opinion to our board of directors with respect to its examination of the accounts. Further, the audit committee must determine
whether the accounting methods used properly account for major risks, verify whether internal procedures are sufficient to guarantee that the information necessary to properly prepare the accounts is gathered and review the internal audit guidelines. The audit committee must
also provide an opinion to our board of directors regarding the renewal or nomination of the auditors, examine all financial and auditing questions submitted to it by the chairman of the committee or our non-executive chairman and review all questions concerning conflicts of
interest submitted to it.


The audit committee has an advisory role. It does not have any of the powers given by law to our board of directors or our other bodies. The audit committee must be convened at least four times per year to examine the yearly and quarterly accounts before the board of
directors examines the accounts.


The compensation committee must approve all manner of management compensation, including fringe benefits received from any of our subsidiaries or affiliated companies and any provisions related to a pension plan, the granting of stock options or other equity or
equity-linked forms of compensation to management or any of our employees or group of employees or our subsidiaries. The compensation committee has an advisory role. It does not have any of the powers given by law to our board of directors or to our other bodies.


Under French law, the board of directors convenes shareholders meetings and presents our financial statements to the shareholders for their approval. The board must give 15 days notice of shareholders meetings. Our shareholders meetings must be held at our
registered office or elsewhere in France, as specified in the notice of the meeting. Shareholders can, under conditions imposed by law and regulations, vote by proxy or by mail, either in paper form or in any other form as the board decides and indicates in the notice convening
the meeting. A shareholder can participate in shareholders meetings by videoconference or electronic telecommunication or transmission, as permitted by law (and notified by the board or the chairman of the board) and shall be deemed present for quorum and majority
purposes. Under certain circumstances, annual general meetings and extraordinary general meetings can be convened by our statutory auditors, by an agent designated in court or by a shareholder holding a majority of the shares or voting rights of the company.


Directors are required to comply with applicable laws and regulations and the companys bylaws. Under French law, directors may be held liable for (i) violations of French legal or regulatory requirements relating to French limited liability companies (sociétés
anonymes), (ii) violations of the bylaws or (iii) our mismanagement. Directors are held individually and jointly liable for such actions. An executive officer can be held individually liable for his actions if such actions are deemed contrary to our interests. In the case of
misconduct of the board of directors, a director will be discharged from joint liability if such director was not a party to the violation, provided that no misconduct is attributable to such director and such director objects to the behavior that constitutes the violation in the
minutes of the meeting of the board of directors.




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|Directors power to vote on agreements in which they are interested.
|--------------------------------------------------------------------

Under French law, all agreements (except agreements in the ordinary course of business entered into on an arms length basis) between a French limited liability company (société anonyme) and one of its directors, its Chief Executive Officer (Directeur Général) or one
of its other executive officers, either directly or through an intermediary, are subject to a special approval procedure, in accordance with article L. 225-38 et seq. of the French Commercial Code (code de commerce). Moreover, article L. 225-38 of the French Commercial Code
provides that an agreement entered into between a French limited liability company (société anonyme) and any of its shareholders holding more than 5% of the companys voting rights is subject to the same procedure. If a shareholder is a corporation, the company that
controls such shareholder is subject to the same procedure. The interested party must (i) inform the board of directors of the agreement and (ii) obtain its authorization before the transaction is entered into. The chairman must inform the statutory auditors of such agreement
within one month of its execution. The shareholders meeting must then approve such agreement after the statutory auditors present a report. If the shareholders meeting refuses to approve the agreement, third parties may still rely on it, unless it is deemed fraudulent and void.
However, the director, the Chief Executive Officer (Directeur Général), the other executive officer or the shareholder, as the case may be, will be held liable to the company for any loss incurred by the French limited liability company (société anonyme) in connection with the
agreement. The party to the agreement may not participate in the board vote or in the vote of the shareholders meeting. A director, the Chief Executive Officer (Directeur Général), the other executive officer or a shareholder, as the case may be, must disclose to the chairman
agreements made with the company in the ordinary course of business on an arms length basis. The chairman must communicate a list of such agreements, indicating each agreements purpose, to the board and to the statutory auditors.


Pursuant to the investors agreement, a director may not be counted in the quorum or entitled to vote or participate in any deliberation in respect of (i) any action by us or any of our subsidiaries against the investor that nominated such director, (ii) any action by the
consortium member (or any of its affiliates) that nominated such director against us or any of our subsidiaries, (iii) any action in which such director, the consortium member that nominated such director or any of their affiliates (as defined in the investors agreement) has a
financial or other interest in conflict with our interests or those of our subsidiaries or (iv) any contract or other arrangement between the investor that nominated such director or any of its affiliates and ourselves or any of our subsidiaries, unless such interest is fully disclosed to
our board of directors and waived unless prohibited by applicable law by a simple majority of the disinterested directors of our board of directors.


|Directors powers to vote on own compensation
|---------------------------------------------

Under French law, in consideration for services to the board of directors, directors are entitled to receive directors fees (jetons de présence). Directors fees are fixed by the shareholders meeting and are then allocated by the board of directors. The board of directors
may also grant to its directors additional directors fees approved on a case-by-case basis for specific assignments. A director cannot vote for his own remuneration. If the director votes, the decision is void. The board of directors can authorize the reimbursement of travel and
accommodation expenses and other expenses incurred by the directors in the corporate interest. It was decided not to pay any directors fees during 2003.


|Borrowing powers exercisable by directors.
|------------------------------------------

Under French law, the board of directors must give prior authorization for any security, pledge or guarantee granted by a French limited liability company (société anonyme). Authorization is generally granted for one year and for a maximum aggregate amount and for
specific maximum amounts. If the security, pledge or guarantee has not been previously authorized by the board, the security, pledge or guarantee is not enforceable against the société anonyme.


The French Commercial Code (code de commerce) strictly forbids loans by a company to its directors, unless the director is a legal entity. Companies cannot provide overdrafts for directors or guarantee directors


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obligations. The prohibition also applies to the general manager and executive officers, the permanent representative of company to the board, spouses or heirs of such persons and other
intermediaries.

|                                             
|---------------------------------------------
|Age requirements for retirement of directors.

Our bylaws provide that the directors in office cannot be older than 75 years old. Furthermore, the chairman, Chief Executive Officer and any executive officers (directeur général délégué) who reaches the age of 75 is deemed to retire automatically. A director holds
office for six (6) years. Directors are eligible for re-election. A directors office expires immediately after the shareholders ordinary general meeting that approves the accounts of the fiscal year and held in the year during which the office of the director expires.


Under French law, each director must be a shareholder. Our bylaws specify that each director must hold at least one share. Directors may be appointed even though they have not yet become shareholders but they must become shareholders within three months of their
appointment, failing which they will be deemed to have resigned from office.


Each of our shares entitles the holder to one vote. Each share gives the holder the right to a portion of our assets, the right to participate in dividends and the right to a share of the assets available upon the winding up of the company in an amount equal to that part of
the capital which the share represents unless preference shares have been created.


|Summary of terms of ordinary shares
|-----------------------------------

Our share capital is €759,350,900, divided into 759,350,900 fully paid ordinary shares with a nominal value of €1 each.


Each share carries with it the right to a proportion of the assets, the right to participate in dividends and the right to a share of the assets available on liquidation, in an amount equal to that part of the capital which the share represents, unless preference shares have been
created.


Subject to the applicable laws and regulations, every member of the meeting is entitled to a number of votes equivalent to the number of shares he holds.


In a situation where it is necessary to own more than one share in order to exercise any right, the owners of single shares or an insufficient number of shares must group themselves together in order to exercise such right.


The Extraordinary General Meeting may decide to separate the shares or to group them together.


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| | D
   Employees
| | --------------

The following table sets forth the average number of employees, including temporary employees, that we employed in 2002, 2003 and 2004. The table divides employees by geographical area and main category of activity.


|                                                        |  | 2002 |        | 2003 |  | 2004   | 
|------------------------------------------------------- |  | ---- | ------ | ---- |  | ------ | 
|                                                        |  |      |        |      |  |        | 
|By geographical areas:                                  |  |      |        |      |  |        | 
|France                                                  |  |      | 35%    |      |  | 35%    | 
|Italy                                                   |  |      | 12%    |      |  | 12%    | 
|Rest of Europe                                          |  |      | 19%    |      |  | 19%    | 
|United States & Canada                                  |  |      | 12%    |      |  | 11%    | 
|Other countries                                         |  |      | 22%    |      |  | 23%    | 
|By category of activity:                                |  |      |        |      |  |        | 
|Manufacturing                                           |  |      | 66%    |      |  | 65%    | 
|Administration, General Services and R&D                |  |      | 21%    |      |  | 21%    | 
|Marketing and Sales                                     |  |      | 13%    |      |  | 14%    | 
|Total number of employees (weighted average for period) |  |      | 27,017 |      |  | 25,845 | 

We try to maintain an appropriate number of employees corresponding to the economic climate. We also aim to employ an adequate number of employees to manage client relationships and develop new products. Since 2001, we have reduced our workforce in response
to the global economic downturn and subsequent decline in demand for our products. Nevertheless we continue to focus on marketing and sales to improve our market shares. For example, in 2004, we have increased our weighted average marketing and sales headcount by
2.8% (103 employees) while reducing our production and administrative weighted average workforce by 3.0% (656 employees). Whenever possible, we reduce our workforce through voluntary employee reduction plans such as in France with an early retirement plan that has
been launched in 2002. In 2004, we have closed plants in the UK, Austria, Mexico, and France.


| | E
   Share ownership
| | --------------------

|                                 
|---------------------------------
|Profit Sharing and Interest Plans

French law provides for employees
    to share in the profit of the French group companies to the extent that the
    profit after tax of such entities exceeds a certain level. Amounts accrued
    are generally payable to employees after a period of five years and bear
    interest at
varying, negotiated rates (from 5% to 9%).


In addition to this obligation, French group companies and certain foreign subsidiaries pay their employees a portion of their income calculated on the basis of predetermined formulas negotiated by each entity.


Employee profit sharing expense amounted to €27.7 million for the year December 31, 2004.


|Employee Stock Option Plans
|---------------------------

|                                          
|------------------------------------------
|Legrand Holding Employee Stock Option plan

We have a stock option plan under which stock options may be granted to purchase a specified number of common shares at an exercise price of €1.00/share and for a term of 9 years. Pursuant to the terms of the plan, stock options may be granted, at the discretion of
the board of directors, to substantially all employees. Employees may not vest in any options, except upon the occurrence of certain specified events, prior to the eight-year anniversary of the date of the grant. In addition, the vesting of options is contingent upon the internal
rate of return achieved with respect to Lumina Parents (our ultimate parent) investment in us. As of December 31, 2004, we had 1,692,653 options available for grant pursuant to existing authorizations under approved plans.


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A summary of the activity pursuant to our stock option plan is presented below:


|Subscription plan
|-----------------
|                 

|Balance at the end of 2002 |  |  | 0          |  
|-------------------------- |  |  | ---------- | -
|                           |  |  |            |  
|Options granted            |  |  | 9,555,516  |  
|Options exercised          |  |  | 0          |  
|Options cancelled          |  |  | (597,000   | )
|                           |  |  |            |  
|Balance at the end of 2003 |  |  | 8,958,516  |  
|                           |  |  |            |  
|Options granted            |  |  | 2,298,200  |  
|Options exercised          |  |  | 0          |  
|Options cancelled          |  |  | (602,200   | )
|                           |  |  |            |  
|Balance at the end of 2004 |  |  | 10,654,516 |  
|                           |  |  |            |  

None of the outstanding options is exercisable as of December 31, 2004.


The fair value of the underlying shares at the dates of grant and at December 31, 2003 was €1.0 per share. No compensation cost has been recorded in 2003. As at December 31, 2004, that fair value is €1.4 per share. A compensation cost of €2.5 million has been
recognized in the expenses of the year.


|Legrand SA Employee Stock option plans
|--------------------------------------

In May 1999, the shareholders authorized Legrand SA to issue, until May 2004, up to 700,000 options to purchase or subscribe to common shares or preferred, non-voting shares. This option plan is open to all French employees. On December 13, 1999, Legrand SA
established a new plan for the purchase of common shares, open to all French employees meeting certain limited employment qualifications. The exercise price is equal to the average opening market price of the shares on the Paris stock exchange for twenty trading days prior
to December 13. The options may not be exercised for 5 years subsequent to the date of the grant and may be exercised for a period of 2 years subsequent to that date. Options granted do not vest for 5 years subsequent to the date of the grant and are forfeited if the employee
is dismissed for wilful misconduct.


On November 21, 2000, Legrand SA established a new stock subscription plan open to all French employees meeting certain limited employment qualifications which options could be granted at a price equal to the average opening market price of the shares on the
Paris stock exchange for twenty trading days prior to November 21, 2000. The options may not be exercised for 5 years subsequent to the date of the grant and may be exercised for a period of 2 years subsequent to that date.


On November 13, 2001, Legrand SA established a new stock subscription plan open to all French employees meeting certain limited employment qualifications which options could be granted at a price equal to the average opening market price of the shares on the
Paris stock exchange for twenty trading days prior to November 13, 2001. The options may not be exercised for 4 years subsequent to the date of the grant and may be exercised for a period of 3 years subsequent to that date.


Holders of stock options granted by Legrand SA (other than holders of stock options granted in 2001) have the right to exchange the common and preferred non-voting shares resulting from the exercise of such stock options for Schneider shares pursuant to an
undertaking provided by Schneider to the holders of such stock options during its public tender offer for Legrand SA.


On December 10, 2002, Legrand SAS and Schneider entered into a call and put option agreement whereby Schneider has agreed that it will sell to Legrand SAS, if Legrand SAS so wishes, and Legrand SAS has agreed to purchase, if Schneider so wishes, all common
and preferred non-voting shares of Legrand SA held by Schneider as a result of the exercise of such stock options. The call options is exercisable by Legrand SAS for a period of six months from the date on which Schneider becomes the recorded owner of the relevant
Legrand SA shares and the put option may be exercised by Schneider after six months and fifteen days from the date on which Schneider becomes the recorded owner of the relevant Legrand SA shares and in no event later than twelve months after such date.




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Options subject to Schneiders stock options undertaking have exercise periods that continue through and until November 2007.


The shareholders meeting of Legrand SA approved major distribution of reserves for €375 million in 2003 and for €675 million beginning 2004. In consequence the value and the number of options have been adjusted.


For the details relating to Legrand SA Employee Stock option plans, please refer to note 12 to our financial statements.


As of December 31, 2004, the total number of outstanding options to purchase or to subscribe for ordinary shares of Legrand SA held by our employees, including managers and executive officers, represented 552,582 new ordinary shares of Legrand SA, or
approximately 2.00% of the fully-diluted outstanding ordinary share capital of Legrand SA.


In 2004, options were exercised in relation to 4,046 preferred non-voting shares of Legrand SA at an exercise price of €61.77 per share and options were exercised in relation to 7,520 ordinary shares of Legrand SA at an exercise price of €121.20 per share. All of the
exercised options were issued in 1998 pursuant to the 1994 plan. Mr. Grappotte exercised options in relation to 3,418 ordinary shares of Legrand SA, Mr. Bazil exercised options in relation to 3,418 ordinary shares of Legrand SA and Mr. Schnepp exercised options in relation
to 3,235 preferred non-voting shares of Legrand SA.


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|ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|---------------------------------------------------------

| |                        
| | -----------------------
| | A
   Major shareholders

|                                     
|-------------------------------------
|Simplified Equity Ownership Structure



All of our issued and outstanding share capital is owned by Lumina Participation SARL and all of the issued and outstanding share capital of Legrand SA (other than directors qualifying shares and shares subject to outstanding employees and managers stock options)
are owned by Legrand SAS. For a description of employee and management stock options see Item 6 Directors, Senior Management Employees




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All of the issued and outstanding share capital of Legrand SAS is owned by us. All of our issued and outstanding share capital (other than directors qualifying shares) is owned by Lumina Participation. Lumina Participation is owned 99.5068% by Lumina Parent and
0.3285% by Lumina Management and 0.1647% by Lumina Financing 2 SCA. In addition, Lumina Management holds warrants to acquire additional shares of Lumina Participation. Lumina Parent is owned by funds managed by KKR (37.4)%, Wendel (37.4)%, WestLB group
(11.3)%, funds managed or advised by MPE (6.5%), funds managed or advised by affiliates of the Goldman Sachs Group, Inc. (5.7)% and the Family Investors (1.7)%.


The first table below sets forth the beneficial ownership of the ordinary shares of Lumina Parent, as of the date of this annual report by each person who beneficially owns more than 5% of any class of shares of Lumina Parent.


The second table below sets forth the legal ownership of the ordinary and preferred shares of Lumina Participation as of the date of this annual report by each person who is the legal owner of any shares of Lumina Participation.


The number of shares beneficially owned by each shareholder in the table below has been determined according to the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purposes. Under such rules, beneficial
ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes, for any shareholder, shares which that holder has the right to acquire within 60 days. As a consequence, several persons may be deemed to be
the beneficial owners of the same shares. Unless otherwise noted in the footnote to the tables below, each shareholder named below has sole voting and investment power with respect to the shares shown as beneficially owned. Unless otherwise noted, the percentage
ownership of each shareholder is calculated based on 7,558,169 outstanding ordinary shares of Lumina Parent and 477,778 outstanding ordinary shares and 7,113,321 outstanding preferred shares of Lumina Participation.


|Lumina Parent
|-------------
|             

|Name and Address of Beneficial Owner  |  | Title of Class |          | Amount |  | Percentage of Class | 
|------------------------------------- |  | -------------- | -------- | ------ |  | ------------------- | 
|                                      |  |                |          |        |  |                     | 
|KKR Europe Limited(1)                 |  |                | Ordinary |        |  | 1,690,003           | 
|KKR 1996 Overseas Limited(1)          |  |                | Ordinary |        |  | 572,317             | 
|KKR Millennium Limited(1)             |  |                | Ordinary |        |  | 563,334             | 
|Total                                 |  |                | Ordinary |        |  | 2,825,654           | 
|                                      |  |                |          |        |  |                     | 
|Wendel(2)                             |  |                |          |        |  |                     | 
|Trief Corporation S.A.                |  |                | Ordinary |        |  | 928,611             | 
|Oranje Nassau Groep B.V.              |  |                | Ordinary |        |  | 1,897,043           | 
|Total                                 |  |                | Ordinary |        |  | 2,825,654           | 
|                                      |  |                |          |        |  |                     | 
|WestLB AG(3)                          |  |                | Ordinary |        |  | 858,173             | 
|West Luxcon Holdings S.A.             |  |                | Ordinary |        |  | 858,173             | 
|MPE(4)                                |  |                | Ordinary |        |  | 493,450             | 
|Elec Sub S.A.                         |  |                | Ordinary |        |  | 493,450             | 
|Goldman Sachs Group Inc.(5)           |  |                |          |        |  |                     | 
|GSCP 2000 Onshore Lumina Holding Sarl |  |                | Ordinary |        |  | 249,079             | 
|GSCP 2000 Lumina Holding Sarl         |  |                | Ordinary |        |  | 180,008             | 
|                                      |  |                |          |        |  |                     | 
|Total                                 |  |                | Ordinary |        |  | 429,087             | 

| | 
| | 

|(1) | Ordinary shares shown as beneficially owned by KKR Europe Limited are owned of record by Financiere Light SARL KKR Europe, Limited is the general partner of KKR Associates Europe, Limited Partnership which is the general partner of KKR European Fund, Limited
Partnership. KKR European Fund, Limited Partnership is the sole shareholder of Financiere Light SARL.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | Ordinary shares shown as beneficially owned by KKR 1996 Overseas, Limited are owned of record by Financiere Light II SARL. KKR 1996 Overseas Limited is the general partner of KKR Associates II (1996), Limited Partnership which is the general partner of KKR 1996 Fund
(Overseas), Limited Partnership. KKR 1996 Overseas Limited is the general partner of KKR Partners (International), Limited Partnership. KKR 1996 Fund (Overseas), Limited Partnership and KKR Partners (International), Limited Partnership are the sole shareholders of
Financiere Light II SARL.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Ordinary shares shown as beneficially owned by KKR Millennium Limited are owned of record by Financiere Light IV SARL. KKR Millennium Limited is the general partner of KKR Associates Millennium (Overseas), Limited Partnership which is the general partner of KKR
Millennium Fund (Overseas), Limited Partnership. KKR Millennium Fund (Overseas), Limited Partnership is the sole shareholder of Financiere Light IV SARL.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The members of KKR Europe Limited and KKR 1996 Overseas Limited are Henry R. Kravis, George R. Roberts, Todd A. Fisher, Edward A. Gilhuly, Perry Golkin, James Greene Jr., Johannes P. Huth, Michael W. Michelson, Alexander Navab, Paul E. Raether, Robert I.
MacDonnell, Michael T. Tokarz and Scott M. Stuart. Messrs. Kravis and Gilhuly are also directors of Lumina Parent. The members of KKR Millennium Limited are Henry R. Kravis, George R. Roberts, Todd A. Fisher, Edward A. Gilhuly, Perry Golkin, James Greene Jr.,
Johannes P. Huth, Michael W. Michelson, Alesander Navab, Paul E. Raether, Scott M. Stuart, Marc S. Lipschultz, Jacques Garaialde and Reinhard Gorenflos. Each of such individuals may be deemed to share beneficial ownership of the shares shown as beneficially owned by
KKR Europe Limited, KKR 1996 Overseas, Limited and KKR Millennium Limited. Each of such individuals disclaims beneficial ownership of such shares. The address of each of KKR Europe Limited, KKR 1996 Overseas, Limited and KKR Millennium Limited is Ugland
House, P.O. Box 309 GT, George Town, Grand Cayman, Cayman Islands, B.W.

|    |                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Ordinary shares shown as beneficially owned by Wendel are held of record as indicated in the table above. Wendel Participations, the majority shareholder of Wendel, may be deemed to share beneficial ownership of the shares shown as beneficially owned by Wendel. Wendel
Participations disclaims beneficial ownership of such shares. The address of Wendel is 89, rue Taitbout, 75009 Paris.

|    |                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Ordinary shares shown as beneficially owned by WestLB AG are held of record as indicated in the table above. The address of WestLB AG is Herzogstrasse 15, 40217 Dusseldorf.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Ordinary shares shown as beneficially owned by MPE are held of record by Elec Sub S.A., MPE managers, and/or MPE, HSBC Private Equity European GmbH & Co Beteiligungen KG. HSBC Private Equity European LP, together with other co-investors, own respectively 3.6%,
39.9%, 5.9%, 49.6% and 1.0% of the beneficial ownership in Elec Sub S.A. The address of MPE Limited is Vintners Place, 68 Upper Thames Street, London EC4V 385.

|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | Ordinary shares shown as beneficially owned by Goldman Sachs Group, Inc. are held of record as indicated in the table above. The address of Goldman Sachs Group, Inc. is 85 Broad Street, New York, NY 10004.

|                    
|--------------------
|Lumina Participation
|                    

|Name and Address of Legal Owner |  | Title of Class |           | Amount |  | Percentage of Class | 
|------------------------------- |  | -------------- | --------- | ------ |  | ------------------- | 
|                                |  |                |           |        |  |                     | 
|Lumina Parent (1)               |  |                | Preferred |        |  | 7,113,321           | 
|Lumina Parent (1)               |  |                | Ordinary  | (4)    |  | 440,338             | 
|Lumina Management (2)           |  |                | Ordinary  | (4)    |  | 24,940              | 
|Lumina Financing (3)            |  |                | Ordinary  | (4)    |  | 12,500              | 

| | 
| | 

|(1) | The address of Lumina Parent is 50 rue de Beggen, BP 5014, L1050 Luxembourg.
|--- | ----------------------------------------------------------------------------

|(2) | The address of Lumina Management is 82, rue Robespierre, 93170 Bagnolet, France.
|--- | --------------------------------------------------------------------------------



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|(3) | Ordinary shares shown as legally owned by Lumina Financing 2 are beneficially owned by Wendel. Wendel Participations, the majority shareholder of Wendel, may be deemed to share beneficial ownership of the shares shown as legally owned by Lumina Financing 2. Wendel
Participations disclaims beneficial ownership of such shares. The address of Lumina Financing 2 is 89, rue Taitbout, 75009 Paris. Certain managers of Wendel have invested in Lumina Participation by acquiring the interest in Lumina Financing 2 or through another investment
vehicle.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Ordinary shares in Lumina Participation are not entitled to any distribution until Lumina Parents original investment has been reimbursed and Lumina Parent has received a 10% return on the investment compounded annually. Thereafter, ordinary shares receive 90% of all
distributions.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                    
|--------------------
|Investors Agreement

Pursuant to the investors agreement entered into on the date of the closing of the acquisition of Legrand SA, the consortium members have agreed to provisions regarding:


| |  | the composition of Lumina Parents and our board of directors,
| | - | --------------------------------------------------------------

| |   |                                                                                                  
| | - | -------------------------------------------------------------------------------------------------
| |  | the procedures for management and governance of Lumina Parent and its subsidiaries, including us,

| |   |                                                              
| | - | -------------------------------------------------------------
| |  | the rights and obligations of each investor in Lumina Parent,

| |   |                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the conditions under which a public or private sale of all or part of Lumina Parent or any of its subsidiaries, including us, may take place, and

| |   |                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------
| |  | the conditions under which transfers of Lumina Parents, our or certain of our subsidiaries shares may take place.

The investors agreement shall terminate upon the earlier of (i) the written agreement of the parties, (ii) an initial public offering or listing of the shares of Lumina Parent or any of its subsidiaries or (iii) the twentieth anniversary of the closing date of the acquisition of
Legrand SA. Prior to the termination of the investors agreement in connection with an initial public offering or listing of the shares of Lumina Parent or any of its subsidiaries, the consortium members have agreed to enter into a registration rights agreement. See  Initial
Public Offering and Registration Rights.


For a summary of the provisions of the investors agreement relating to the composition of Lumina Parent and our board of directors, see Management. For a summary of the provisions of the investors agreement relating to governance of Lumina Parent and its
subsidiaries, including us, see Corporate Governance. Below is a description of the other material provisions of the investors agreement.


|Veto Rights of KKR and Wendel
|-----------------------------

Pursuant to the investors agreement, each of KKR and Wendel will have veto rights over various matters, including any decision relating to:


| |  | a re-capitalization, amalgamation, merger, sale of all or a substantial part of the assets of, consolidation, dissolution, liquidation or sale of Lumina Parent, or any similar transaction (including through any subsidiary of Lumina Parent);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the issuance of any new capital stock, options, warrants or rights to acquire capital stock of Lumina Parent or any of its direct or indirect subsidiaries, subject to certain exceptions;

| |   |                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | joint ventures or other acquisitions of businesses by Lumina Parent, ourselves or any subsidiary of either involving aggregate consideration in excess of €10 million;

| |   |                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the approval of any transfer of shares in Lumina Parent at any time prior to the fifth anniversary of the date of the closing of the acquisition of Legrand SA subject to certain exceptions; and the approval of the transfer of our shares, or the shares of any direct or indirect
subsidiary of Lumina Parent that holds, directly or indirectly, the shares of Legrand SA;



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| |  | the hiring, firing and compensation of our or Lumina Parents Chief Executive Officer or any officer or executive member of management of ours or Lumina Parents or any subsidiaries;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                       
| | - | ----------------------------------------------------------------------
| |  | the incurrence of indebtedness or guarantees in excess of €10 million;

| |   |                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------
| |  | sales or other dispositions of businesses or assets for consideration in excess of €10 million; and

| |   |                                                                                              
| | - | ---------------------------------------------------------------------------------------------
| |  | the approval of our and our subsidiaries annual budget and rolling three-year business plan.

Each of the veto rights described above also applies to any decisions to be made in respect of Legrand, such that decisions by Legrand and, where relevant its subsidiaries, can only be taken following approval by both KKR and Wendel.


|Initial Public Offering and Registration Rights
|-----------------------------------------------

An initial public offering or listing of shares of Lumina Parent or any of its subsidiaries, including ourselves and Legrand SA, may take place only if a majority of the board of directors of Lumina Parent so determines, provided that, prior to the second anniversary of
the closing date of the acquisition of Legrand SA, each of KKR and Wendel must also approve any initial public offering or listing of shares of Lumina Parent or any of its subsidiaries. After the second anniversary of the acquisition of Legrand SA, each of KKR and Wendel
has the right to cause Lumina Parent or any of its subsidiaries to conduct an initial public offering or listing of shares of Lumina Parent or any of its subsidiaries, provided that the anticipated proceeds of the initial public offering or listing of shares of Lumina Parent or any of
its subsidiaries (including proceeds from sales of shares held by the consortium) equal €500 million or more.


In connection with an initial public offering or listing of shares of Lumina Parent or any of its subsidiaries or subsequent offering of the primary shares of Lumina Parent or any of its subsidiaries, each of the consortium members will have the right to participate in the
offering, on an equal basis, pursuant to customary piggyback registration rights. Each of KKR and Wendel also have certain demand registration rights and, in connection with any secondary offering of shares made pursuant to such rights, each of the members of the
consortium will have the right to participate in any such secondary offering, on an equal basis, pursuant to customary piggyback registration rights. The persons who hold equity through Lumina Management will be entitled to the same registration rights as will managers
that become investors in Lumina Parent or any of its subsidiaries and certain other transferees.


|Transfers of Shares
|-------------------

Pursuant to the investors agreement, the consortium members have agreed to restrictions on the transfer of shares in Lumina Parent. Subject to the conditions set out in the investors agreement, transfers are permitted (i) in connection with the exercise of demand and
piggyback registration rights summarized above, (ii) to affiliates and other parties related to the transferring investor and (iii) subject to certain other exceptions.


|Transfers Prior to the Fifth Anniversary of the Acquisition
|-----------------------------------------------------------

Prior to the fifth anniversary of the closing date of the acquisition of Legrand SA and prior to an IPO, no consortium member or other permitted investor in Lumina Parent may transfer (either directly or indirectly) any shares in Lumina Parent, except (i) KKR and
Wendel may syndicate a portion of their respective shareholdings (so long as they continue to own at least €500 million of securities) in Lumina Parent for a limited time following the closing of the acquisition of Legrand SA and (ii) with the prior approval of KKR and
Wendel and subject to other terms and conditions.


In connection with the transfer by either KKR or Wendel of all (but not less than all) of its shares in Lumina Parent to a non-affiliated purchaser in a good faith transaction approved by both KKR and Wendel, the transferring investor will have the right to drag along
the other equity investors by requiring them to transfer all (but not less than all) of their shares to the third party purchaser on the same terms and conditions, provided, however, that certain significant investors may request a fairness opinion in certain circumstances. If KKR
or Wendel, as the case may be, does not exercise its drag along right, or in the case


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of a good faith transfer by a member of the consortium other than KKR or Wendel to a non-affiliated purchaser that has been approved by KKR and Wendel, each of the other Equity Investors
may elect to tag along in the transaction by requiring KKR or Wendel or the other members of the consortium, as the case may be, to cause the third party purchaser to purchase such other
investors shares.

|                                                       
|-------------------------------------------------------
|Transfers from the Fifth Anniversary of the Acquisition

On and after the fifth anniversary of the closing of the acquisition of Legrand SA and prior to an initial public offering or a listing of shares of Lumina Parent or any of its subsidiaries, no consortium member may transfer its shares in Lumina Parent other than in
accordance with the conditions set out in the investors agreement as summarized below.


|Transfers by KKR and Wendel.
|----------------------------

If either KKR or Wendel intends to transfer its shares in Lumina Parent, it must transfer all (but not less than all) of its shares and must grant a right of first offer to the other of them.


Whenever KKR or Wendel, as the transferring investor, proposes to sell all of its shares to a third party purchaser, it will have the right to drag along the other equity investors by requiring each of them to sell all (but not less than all) of their shares on the same
terms and conditions as the transferring investor. If the transferring consortium member does not exercise its drag along right, each of the other Equity Investors may elect to tag along in the transaction by requiring the transferring investor to cause the third party
purchaser to purchase some or all of such other investors shares or a pro rata amount of such other investors shares, if the total number of shares to be sold by the transferring investor exceeds the number the purchaser is willing to purchase. Whenever KKR or Wendel, as
the transferring investor, proposes to sell all of its shares to the other of them, each of the other investors may elect to tag along in the transaction.


|Transfers by Other Investors.
|-----------------------------

If a consortium member (other than KKR or Wendel) has received a good faith offer for its shares in Lumina Parent from a proposed purchaser, it may transfer all (but not less than all) of its shares; provided the transferring consortium member must first give KKR and
Wendel (or, if one of them is the proposed purchaser, the other of them) the right to purchase all (but not less than all) of the shares on the same terms and conditions offered by the proposed purchaser.


|Other Equity Arrangements
|-------------------------

|                                         
|-----------------------------------------
|Lumina Management Shareholders Agreement

Certain senior managers of Legrand SA have agreed to invest in connection with the acquisition of Legrand SA through a dedicated investment company, Lumina Management, in the equity of Lumina Participation. The following is a summary of certain provisions of
the articles of association of Lumina Management and the shareholders agreement relating to Lumina Management.


|Drag-Along Rights
|-----------------

In the event of a change of control (as such term is defined in the Lumina Management Shareholders Agreement, including, in the event the drag-along right is exercised pursuant to the investors agreement) of Lumina Parent, Lumina Participation, ourselves or Legrand
SAS, Lumina Parent shall have the right to require each of the shareholders of Lumina Management to sell such shareholders shares in Lumina Management to the third party acquiring control.


|Tag-Along Rights
|----------------

In the event of a change of control in connection with which Lumina Parent was entitled to exercise its drag-along rights described above and has not done so, Lumina Parent shall request that the third party purchaser purchase all Lumina Management shares owned by
the shareholders of Lumina Management. If the


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third party purchaser fails to acquire these Lumina Management shares, Lumina Parent undertakes to acquire such shares.

|                                                                                       
|---------------------------------------------------------------------------------------
|Terms and Conditions of the warrants to acquire ordinary shares in Lumina Participation

Lumina Participation has issued to Lumina Management 49,880 warrants at a price of €17.04 per warrant. Each warrant entitles the holder thereof to purchase one ordinary share of Lumina Participation for the price of € 100 each with a par value of €25. All newly
issued ordinary shares will benefit from the same rights as all other ordinary shares. The exercise of all warrants would result in an increase of the share capital of Lumina Participation to €1,247,000.


The warrants are exercisable until December 31, 2012, in the event of our initial public offering or in the event of a change of control of Lumina Parent, Lumina Participation, ourselves or Legrand SAS. whereby these companies are no longer controlled by any member
of the Lumina Parent group or any affiliate thereof or the exercise of drag-along rights pursuant to the terms of the investors agreement. If the warrants have not been exercised by December 31, 2012, they lapse. The total number of warrants that can be exercised will be
determined in accordance with the formulas set out in the terms and conditions of the warrants.


|Lumina Management-Articles of Association
|-----------------------------------------

The share capital of Lumina Management consists of ordinary shares, which in the aggregate carry 49% of the voting rights, and class B shares which in aggregate carry 51% of the voting rights. Under the articles of association, all decisions made by the shareholders of
Lumina Management are taken by a simple majority, with the exception of (i) the decision to remove a shareholder upon the request of other shareholders, which must be approved by shareholders representing 75% of the voting rights and (ii) decisions for which French law
requires a unanimous decision of the shareholders.


Lumina Parent owns all of the class B shares of Lumina Management and thus has effective control of the shareholders actions of Lumina Management, except for those matters requiring supermajority shareholder approval as described above. The transfer of shares of
Lumina Management is restricted by the Lumina Management articles of association, except in the event of transfer by or in favor of Lumina Parent.


|Wendel Managers Investment
|--------------------------

Certain managers of Wendel have invested in the share capital of Lumina Participation through an investment vehicle.


| | B
Related party transactions
| | ----------------------------

Since January 1, 2001, material transactions between ourselves and related parties, excluding inter-company indebtedness, included:


| |  | Contract among Legrand SA, Mr. Olivier Bazil and Mr. Gilles Schnepp, granting each of Mr. Bazil and Mr. Schnepp (i) a severance payment of approximately €0.8 million payable upon termination, provided such termination was not for gross misconduct and subject to
certain other conditions and (ii) compensation for entering into covenants not to compete of approximately €0.8 million payable upon termination.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Retirement arrangements to the French members of Legrands senior management responsible for day-to-day operations. The retirement premium is calculated to ensure that the beneficiaries receive a total retirement premium equal to 50% of the average of the two
highest annual remunerations amounts received by the member during the last three years of service at Legrand. To receive the retirement premium, the member must be at least 60 years old and must have been employed by Legrand for at least ten years. Upon such a
beneficiarys death, Legrand will pay 60% of the retirement premium to the beneficiarys surviving spouse.

In connection with the acquisition of Legrand SA and related transactions, we entered into the following related party transactions:


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| |  | investors agreement. See Item 7 Major Shareholders and Related Party Transactions.
| | - | -------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Lumina Management SAS, Lumina Management, shareholders agreement. See Item 7 Major Shareholders and Related Party Transactions-Other Equity Arrangements-Lumina Management Shareholders Agreement. and note 29 of the 2004 financial statement.

| |   |                                                                                                 
| | - | ------------------------------------------------------------------------------------------------
| |  | The Subordinated Shareholder PIK loan. See Item 5 Operating and Financial Review and Prospects

| |   |                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Management services agreement by and among KKR, Wendel and Lumina Parent dated as of July 25, 2002. In connection with the closing of the acquisition of Legrand SA, KKR and Wendel have received aggregate fees of €35 million from Lumina Parent for their
services.

| |   |                                                                                                                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Senior Funding Bonds issued by Legrand SAS and subscribed by Lumina Financing 1, Luxembourg, in the amount of €1,335million pursuant to the Senior Funding Bond Subscription Agreement dated July 26, 2002 as amended on December 5, 2002. The proceeds of the
Senior Funding Bonds were used by Legrand SAS to purchase shares of Legrand SA.

| |   |                                                                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Fiduciary agreement and corporate services agreement entered into on December 10, 2002 between Lumina Financing 1, Luxembourg and Lumina Participation whereby Lumina Participation agreed to carry out certain administrative duties with respect to Lumina
Financing 1, under the Senior Credit Agreement

| |                                  
| | ---------------------------------
| | C
Interest of experts and counsel

Not applicable


|ITEM 8. FINANCIAL INFORMATION
|-----------------------------

| |                                                          
| | ---------------------------------------------------------
| | A
Consolidated Statements and Other Financial information

See Item 18. Financial Statements for a list of financial statements contained in this annual report


|Sales outside of France
|-----------------------

Net Sales outside of France for 2004 amounted to €2,110.8 million which represents 72.1% of total net sales.


| | B
Significant Changes
| | ---------------------

None


|ITEM 9. THE OFFER AND LISTING
|-----------------------------

| |                            
| | ---------------------------
| | A
Offer and Listing Details

Not applicable


| | B
Plan of distribution
| | ----------------------

Not applicable


| | C
Markets
| | ---------

Not applicable


| | D
Selling Shareholders
| | ----------------------

Not applicable


| | E
Dilution
| | ----------

Not applicable


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| | F
Expenses of the issue
| | -----------------------

Not applicable


|ITEM 10. ADDITIONAL INFORMATION
|-------------------------------

| |                
| | ---------------
| | A
Share Capital

Not applicable


| | B
Memorandum and articles of association
| | ----------------------------------------

Pursuant to Article 2 of its bylaws, our purpose is the acquisition, subscription, sale, holding or contribution of shares or other securities in any company and the operation of all related activities in any country.


See  Item 6 C Board practices and Item 7 A Major Shareholders and Related Party Transactions


| | C
Material Contracts
| | --------------------

We believe that except for the credit facility and the related security arrangements, the indenture and the swap arrangements described in Item 5. Operating and Financial Review and Prospects  Credit Facility there are no material contracts, other than those entered
into in the ordinary course of business, to which we are a party for each of the years ended December 31, 2002, 2003 and 2004.


| | D
Exchange controls
| | -------------------

Under current French exchange control regulations, there are no limitations on the amount of cash payments that may be remitted to non-French residents. Laws and regulations concerning foreign exchange controls do require, however, that all payments or transfers of
funds made by a French resident to a non-French resident be handled by an authorized intermediary bank. All registered banks and substantially all credit establishments in France are accredited intermediaries.


| | E
Taxation
| | ----------

Not applicable


| | F
Dividends and paying agents
| | -----------------------------

Not applicable


| | G
Statement by Experts
| | ----------------------

Not applicable


| | H
Documents on display
| | ----------------------

The documents concerning us can be inspected at the Companys principal offices located at 128, avenue du Maréchal de Lattre de Tassigny, 87000 Limoges Cedex, France (telephone number (33) 5-55-06-87-87). The telephone number of our financial information
department is (33) 1-49-72-53-53. The Internet address of our financial information website is www.finance.legrandelectric.com.


| | I
Subsidiary Information
| | ------------------------

Not applicable


|ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------------------------------------------------------------------

| |                            
| | ---------------------------
| | A
Financial Risk Management

Our financial risk management focuses on the major areas of credit risk, market risk and liquidity risk.


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The overall objective of our treasury policy is to identify, evaluate and hedge financial risk. We aim to minimize the adverse effects caused by exposure to financial risk on the profitability of the underlying business and thus on our financial performance.


Our treasury policy provides principles for overall financial risk management and provides specific operating policies for areas such as interest rate risk, foreign exchange risk, commodity risk, use of derivative financial instruments and investing excess liquidity. Our
policy is to abstain from transactions in financial instruments of a speculative nature. Consequently, all transactions in financial instruments are exclusively for the purposes of managing and hedging interest rate, foreign exchange and commodity risk.


|Market risk
|-----------

Market risk is the risk of loss arising from adverse movements in market rates and prices such as interest rates, foreign exchange rates and commodity prices.


|Foreign exchange risk
|---------------------

We operate internationally and are thus exposed to foreign exchange risk arising from various foreign currencies. Foreign currency denominated assets and liabilities together with firm and probable sales commitments give rise to foreign exchange exposure. Natural
hedges are achieved, whenever management believes it appropriate, through the matching of funding costs to operating revenues in each of the major currencies in which we operate. We also use forward foreign exchange contracts and currency swaps to manage exposures to
foreign exchange risk.


The third phase of EMU, which took effect on January 1, 1999, resulted in bilateral conversion rates between national currencies of EMU countries and the euro becoming irrevocably fixed. Before giving effect to the acquisition of Legrand SA and related transactions,
approximately 40% of our net debt, 60% of our sales and 70% of our operating income before amortization of goodwill are denominated in currencies that were replaced by the euro, which provides a natural hedge against foreign exchange risk.


We estimate that, all other things being equal, a further 10% increase in the exchange rate of the euro against all other currencies in 2004 would have resulted in a decrease in our sales of approximately €107 million and a decrease in our operating income of
approximately €9 million for the year ended December 31, 2004.


|Interest rate risk
|------------------

Interest rate risk arises mainly through interest bearing liabilities paying fixed rates and from differences in the interest rate basis on floating rate assets, principally marketable securities and liabilities. We enter into interest rate swaps to convert most of our liabilities
into floating rate instruments subject to the use of purchased interest rate caps which limit the extent of our exposure to increases in the floating rate of interest.


Based on our total debt outstanding as of December 31, 2004, we estimate that a 100 basis point increase in interest rates (with respect to our variable rate debt) would not result in a decrease in our annual net income before taxes of more than €10 million.


Under the interest rate hedging swaps entered into by us in connection with the subordinated perpetual notes, or TSDIs, and the $400 million 8.5% Yankee bonds, or Yankee bonds, Legrand SA is to post collateral if the valuation agent on any given valuation date
establishes, on a marked-to-market basis, that the counterpartys exposure to the credit risk of Legrand SA exceeds then posted amounts. Following the acquisition of Legrand SA, Legrand SA deposited €76 million in an account pledged to Credit Suisse First Boston
International (the swap counterparty). Legrand SA also deposited a further €74 million in an account with the facility agent for the senior credit agreement which could be used to cover additional cash collateral obligations. As a consequence of the execution of the Facility
Agreement, the bank deposit has been released accordingly.


It is possible that Legrand SA may be required to provide additional collateral exceeding amounts already on deposit. As of December 31, 2004, we had €27.0 million on deposit related to these arrangements.


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In order to manage our exposure to fluctuations in interest rates, Legrand SA has hedged its obligation to pay interest on the TSDIs using interest rate swaps. After accounting for the swap agreements, the effective interest rates amounted to 9.6% per year in 2002,
10.7% per year in 2003 and 10.3% per year in 2004 of the average residual carrying value of the TSDIs. See note 14 to our audited consolidated financial statements for a table of the amortization of the residual carrying value.


We have hedged our obligation to pay interest on the Yankee bonds through a 30-year interest rate swap agreement. The settlement dates for net amounts to be paid or received under the swap agreement are the same as the interest payment dates on the Yankee bonds.
Taking into account the swap agreement, the effective interest rate of the Yankee bonds is LIBOR, London inter-bank offered rate, plus a margin of 0.53% per annum.


At the beginning of February 2003, we entered into cross currency interest rate swap with respect to the Yankee bond pursuant to which the interest rate payable on $350 million principal amount was fixed at 4.6% per year until 2008. The remainder $50 million still
bear a floating coupon (LIBOR + 0.53%).


In April 2003, we entered into a swap novation agreement where we sold the 2008-2025 maturity bracket of the Yankee bond swap for cash consideration of €56.8million. As a result, from February 2008 onwards, our Yankee Bond will pay a fixed 8.5 % coupon again.


In addition, Legrand SAS has entered into certain hedging arrangements for a notional amount of €800 million hedging loans related to the Facility agreement. We may enter into additional interest rate swap arrangements with respect to our floating rate debt.


|Commodity risk
|--------------

We are exposed to commodity risk arising from changes in the prices of raw materials and periodically use forward contracts to hedge our commitments to purchase raw materials. We had no commodity related forward contracts outstanding as of December 31, 2004.
Approximately €330 million of our purchases for 2004 related to raw materials, resulting in market risk. While a 10% increase in the price of all of these raw materials would result in a theoretical increase of these costs by approximately € 33 million on an annual basis, we
believe that, circumstances permitting, we could increase the sales prices of our products in the relative short term so as to mitigate the effect of such increases.


See note 24 to our audited consolidated financial statements for further information on market risk.


|Credit risk
|-----------

See note 24(e) to our audited consolidated financial statements for a discussion of credit risk.


|Liquidity risk
|--------------

We view the essential elements of liquidity risk management as controlling potential net cash outflows, maintaining prudent levels of highly liquid assets and ensuring that access to funding is available from a diverse range of sources. These elements are underpinned by
a monitoring process at the Legrand level.


|ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|---------------------------------------------------------------

Not applicable


PART II

|ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.
|---------------------------------------------------------

Not applicable


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|ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|-------------------------------------------------------------------------------------

Not applicable


|ITEM 15. CONTROLS AND PROCEDURES
|--------------------------------

At the end of December 2004, we carried out an evaluation , under the supervision and with the participation of our management, including the Chairman, the Vice-Chairman and Chief Executive Officer and Vice-Chairman and Chief Operating Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chairman, the Vice-Chairman and Chief Executive Officer and Vice-Chairman and Chief Operating Officer concluded
that our disclosure controls and procedures are effective in timely alerting them to material information relating to the group (including its consolidated subsidiaries) required to be included in our periodic SEC filings. Subsequent to the date of that evaluation, there have been
no significant changes in our internal controls or in other factors that could significantly affect internal controls, nor were any corrective actions required with regard to significant deficiencies and material weaknesses.


|ITEM 16. [RESERVED]
|-------------------

| |                                   
| | ----------------------------------
| | A
Audit committee financial expert

Legrand Holding SAs audit committee does not include a financial expert as that term is defined in applicable regulations. The members of the Legrand Holding SAs audit committee have substantial experience in assessing the performance of companies and in
understanding financial statements, accounting issues, financial reporting and audit committee functions. However, no member has comprehensive professional experience with both U.S. and French generally accepted accounting principles and financial statement preparation and
analysis and, accordingly, the board of directors does not consider any of them to be a financial expert as that term is defined in applicable regulations. Nevertheless, the board of directors believes that the members of the Legrand Holding audit committee have the necessary
expertise and experience to perform the functions required of the audit committee and, given their respective backgrounds, it would not be in the best interests of the company to replace any of them with another person to qualify a member of the audit committee as a
financial expert.


| | B
Code of Ethics
| | ----------------

Legrand Holdings board of directors has adopted by a resolution passed on April 30, 2004 a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and all other persons performing similar functions from time
to time. We have filed the text of this Code of Ethics as Exhibit 11 of this Annual Report.


A copy of our code of ethics is available, free of charge, by contacting the registered office of Legrand Holding at 128 Avenue du Maréchal de Lattre de Tassigny, 87000 Limoges France.


| | C
Principal accountants fees and services
| | -----------------------------------------

The fees paid by Legrand Holding SA and its subsidiaries to PricewaterhouseCoopers for Audit Services, Audit Related Services, Tax Services and Other Non-Audit Services in the years ended 2002, 2003 and 2004 are as follows:


|                         |  | Year ended |           | Year ended |  | Year ended | 
|------------------------ |  | ---------- | --------- | ---------- |  | ---------- | 
|                         |  | 2004       |           | 2003       |  | 2002       | 
|                         |  |            |           |            |  |            | 
|Audit Services           |  |            | 1,965,340 |            |  | 1,897,669  | 
|Audit Related Services   |  |            | 411,907   |            |  | 764,348    | 
|Tax services             |  |            | 517,196   |            |  | 736,853    | 
|Other Non-audit Services |  |            | 68,192    |            |  | 66,929     | 
|                         |  |            |           |            |  |            | 
|Total                    |  |            | 2,962,635 |            |  | 3,465,799  | 
|                         |  |            |           |            |  |            | 

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Audit Related Services consist principally of Audit Fees paid in relation with the squeeze out offer and acquisition process. Tax Services consist principally of tax audit and compliance review work. All of these services are pre-approved by the audit committee in
accordance with the group internal procedure.


| | D
Exemptions from the Listing Standards for Audit Committees
| | ------------------------------------------------------------

|                            
|----------------------------
|Not applicable              
|                            
|PART III                    
|                            
|ITEM 17. FINANCIAL STATEMENT

See Item 19 for a list of financial statement filed under Item 18


|ITEM 18. FINANCIAL STATEMENTS AND EXHIBITS
|------------------------------------------
|                                          

| | A
Financial Statements
| | ----------------------

The financial information set out below relating to the operating income by geographic segments and interest expenses for the year 2004 differs from the financial information set out in note 27 in the Form 6-K filed with the Commission on February 8, 2005, the
financial information set out below is the correct information.


The following financial statements are filed as part of this annual report, together with the report of the independent auditors:


|Consolidated Financial Statements of Legrand Holdings SA:
|---------------------------------------------------------
|                                                         

|Independent Auditors Report                                                                                                                                                                                                                                                           |  |  | F-2  | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---- | 
|                                                                                                                                                                                                                                                                                       |  |  |      | 
|Consolidated Statements of Income for the year ended December 31, 2004, for the year ended December 31, 2003, for the period from January 1, 2002 to July 31, 2002 and the period from August 1, 2002 to December 31, 2003 and the period from August 1,
2002 to December 31, 2002     |  |  | F-3  | 
|                                                                                                                                                                                                                                                                                       |  |  |      | 
|Consolidated Balance Sheets as of December 31, 2004, 2003, and 2002                                                                                                                                                                                                                    |  |  | F-4  | 
|                                                                                                                                                                                                                                                                                       |  |  |      | 
|Consolidated Statements of Cash Flows for the year ended December 31, 2004, for the year ended December 31, 2003, for the period from January 1, 2002 to July 31, 2002 and the period from August 1, 2002 to December 31, 2003 and the period from
August 1, 2002 to December 31, 2002 |  |  | F-5  | 
|                                                                                                                                                                                                                                                                                       |  |  |      | 
|Consolidated Statements of Shareholders Equity for the year ended December 31, 2004, for the year ended December 31, 2003, and for the period from January 1, 2002 to July 31, 2002 and the period from August 1, 2002 to December 31, 2003 and for the
year ended December 31, 2002  |  |  | F-6  | 
|                                                                                                                                                                                                                                                                                       |  |  |      | 
|Notes to Consolidated Financial Statements                                                                                                                                                                                                                                             |  |  | F-7  | 
|                                                                                                                                                                                                                                                                                       |  |  |      | 
|Consolidated Financial Statements of Legrand SA:                                                                                                                                                                                                                                       |  |  |      | 
|                                                                                                                                                                                                                                                                                       |  |  |      | 
|Independent Auditors Report                                                                                                                                                                                                                                                           |  |  | F-48 | 
|                                                                                                                                                                                                                                                                                       |  |  |      | 
|Consolidated Statements of Income for the period from January 1, 2002 to December 10, 2002                                                                                                                                                                                             |  |  | F-49 | 
|                                                                                                                                                                                                                                                                                       |  |  |      | 
|Consolidated Balance Sheet as of December 10, 2002                                                                                                                                                                                                                                     |  |  | F-50 | 
|                                                                                                                                                                                                                                                                                       |  |  |      | 
|Consolidated Statement of Cash Flow for the period from January 1, 2002 to December 10, 2002                                                                                                                                                                                           |  |  | F-51 | 
|                                                                                                                                                                                                                                                                                       |  |  |      | 
|Consolidated Statements of Shareholder Equity for the period from January 1, 2002 to December 10, 2002 and for the year ended December 31, 2001                                                                                                                                        |  |  | F-52 | 
|                                                                                                                                                                                                                                                                                       |  |  |      | 
|Notes to Consolidated Financial Statements                                                                                                                                                                                                                                             |  |  | F-53 | 

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| | B
Exhibit Index
| | ---------------
| |                

|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                               | 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|1.          |  | Articles of Association and Bylaws of Legrand Holding SA as amended (incorporated by reference to Form F-4 filed by FIMEP S.A. on August 7, 2003; file no. 333-105175).                                                                                                                                                                                                                                                   | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.1         |  | Registration Right Agreement, dated February 12, 2003, among FIMEP S.A., Credit Suisse First Boston (Europe) Limited, Lehman Brothers International (Europe) and the Royal Bank of Scotland plc
relating to the $350 million 10.5% dollar senior notes due 2013 and the €277.5 million 11% euro senior notes due 2013 (incorporated by reference to Form F-4 filed by FIMEP S.A. on August 7, 2003; file
no. 333-105175). | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.2         |  | Indenture, dated February 12, 2003, by and between FIMEP S.A. and The Bank of New York, as trustee, relating to the $350 million 10.5% dollar senior notes due 2013 and the €277.5 million 11% euro
senior notes due 2013 (incorporated by reference to Form F-4 filed by FIMEP S.A. on August 7, 2003; file no. 333-105175).                                                                                             | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.3         |  | Paying Agency Agreement, dated February 12, 2003, among FIMEP S.A., The Bank of New York and The Bank of New York (Luxembourg) S.A., relating to the $350 million 10.5% dollar senior notes due
2013 and the €277.5 million 11% euro senior notes due 2013 (incorporated by reference to Form F-4 filed by FIMEP S.A. on August 7, 2003; file no. 333-105175).                                                            | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.4         |  | Terms and Conditions with respect to the 1990 Subordinated Perpetual Notes (incorporated by reference to Form F-4 filed by FIMEP S.A. on August 7, 2003; file no. 333-105175).                                                                                                                                                                                                                                            | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.5         |  | Terms and Conditions with respect to the FF 1,625 million tranche of the 1992 Subordinated Perpetual Notes (incorporated by reference to Form F-4 filed by FIMEP S.A. on August 7, 2003; file no. 333-
105175).                                                                                                                                                                                                           | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.6         |  | Terms and Conditions with respect to the FF 275 million tranche of the 1992 Subordinated Perpetual Notes (incorporated by reference to Form F-4 filed by FIMEP S.A. on August 7, 2003; file no. 333-
105175).                                                                                                                                                                                                             | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.7         |  | Indenture, dated February 1, 1995, by and between Legrand S.A. and Bankers Trust Company, as trustee, relating to the $400 million 8.5% debentures due February 15, 2025 (incorporated by reference to
Form F-4 filed by FIMEP S.A. on August 7, 2003; file no. 333-105175).                                                                                                                                              | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.8         |  | Facility Agreement, dated December 17, 2004 as amended and restated on March 1, 2005, among Legrand Holding S.A, Legrand S.A., certain subsidiaries of Legrand Holding S.A., The Royal Bank of
Scotland plc and BNP Paribas                                                                                                                                                                                               | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.9         |  | Senior Funding Bonds Subscription Agreement, dated July 26, 2002 as amended and restated December 5, 2002, between FIMAF S.A.S. and Lumina Financing 1 SARL (incorporated by reference to Form
F-4 filed by FIMEP S.A. on August 7, 2003; file no. 333-105175).                                                                                                                                                           | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.10        |  | Senior Funding Bonds Guarantee, dated December 10, 2002, among FIMEP S.A. and certain subsidiaries of FIMEP S.A. listed therein and Lumina Financing 1 SARL (included in the Senior Funding Bonds
Subscription Agreement filed as Exhibit 2.9).                                                                                                                                                                           | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.11        |  | Intercreditor Deed, dated December 17, 2004 among Lumina Parent SARL, Lumina Participation SARL, Legrand Holding S.A., Legrand S.A.S., certain subsidiaries of Legrand Holding S.A., The Bank of
New-York, GP Financiere New Sub 1 S.C.S., BNP Paribas and other financial institutions listed therein, .                                                                                                                 | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.12        |  | Deed of Priority, dated February 12, 2003, between Lumina Parent SARL, Lumina Participation SARL, FIMEP S.A., FIMAF S.A.S., GP Financiere New Sub 1 S.C.S., Lumina Holdings (Gibraltar) and The
Bank of New York (incorporated by reference to Form F-4 filed by FIMEP S.A. on August 7, 2003; file no. 333-105175).                                                                                                      | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.13        |  | Subordinated Shareholder PIK Bonds Subscription Agreement, dated February 11, 2003, between FIMEP S.A. and GP Financiere New Sub 1 S.C.S. (incorporated by reference to Form F-4 filed by FIMEP
S.A. on August 7, 2003; file no. 333-105175).                                                                                                                                                                             | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.14        |  | Vendor PIL Loan Agreement, dated December 10, 2002, among GP Financiere New Sub 1 S.C.S., Lumina Oarent SARL and Schneider Electric SA (incorporated by reference to Form F-4 filed by FIMEP
S.A. on August 7, 2003; file no. 333-105175).                                                                                                                                                                                | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.15        |  | Euro subordinated intercompany funding loan, dated February 12, 2003, between FIMEP S.A. and FIMAF S.A.S. (incorporated by reference to Form F-4 filed by FIMEP S.A. on August 7, 2003; file no.
333-105175).                                                                                                                                                                                                             | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.16        |  | Deed of Assignment and Change, dated February 12, 2003, between FIMEP S.A. and The Bank of New York (incorporated by reference to Form F-4 filed by FIMEP S.A. on August 7, 2003; file no. 333-
105175).                                                                                                                                                                                                                  | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|2.17        |  | Fiduciary Agreement, dated December 10, 2002, between Lumina Participation SARL, Dexia Banque Internationale, The Royal Bank of Scotland and Credit Suisse First Boston London Branch
(incorporated by reference to Form F-4 filed by FIMEP S.A. on August 7, 2003; file no. 333-105175).                                                                                                                                 | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|7           |  | Computation of ratio of earnings to fixed charges.                                                                                                                                                                                                                                                                                                                                                                        | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|8.          |  | List of all subsidiaries of Legrand Holding SA (incorporated by reference to our Consolidated Financial Statements included elsewhere in this report).                                                                                                                                                                                                                                                                    | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|11          |  | Code of Ethics                                                                                                                                                                                                                                                                                                                                                                                                            | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|12          |  | Rule 13a-14(a) Certifications.                                                                                                                                                                                                                                                                                                                                                                                            | 
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|13          |  | Rule 13a-14(b) Certifications.                                                                                                                                                                                                                                                                                                                                                                                            | 

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LEGRAND HOLDING SA

CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2004

|Summary
|-------
|       

|                                                              | 
|------------------------------------------------------------- | 
|Consolidated
            statements of income French Gaap     | 
|Consolidated
            balance sheets French Gaap           | 
|Consolidated
            statements of cash flows French Gaap | 
|Accounting
            policies and details                   | 
|Notes
            to consolidated financial statements        | 
|                                                              | 
|Consolidated
            statements of income US Gaap         | 
|Consolidated
            balance sheets US Gaap               | 
|Consolidated
            statements of cash flows US Gaap     | 
|                                                              | 

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REPORT
            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        to the Shareholders and Board of Directors of Legrand Holding SA




We have audited the accompanying
      consolidated balance sheets of Legrand Holding SA and its subsidiaries
      (the Company) as of December 31, 2004, 2003 and 2002, and the
      related consolidated statements of operations, of cash flows and of shareholders equity
      for the periods from January 1, 2002 to July 31, 2002, from August 1, 2002
      to December 31, 2002, and from August 1, 2002 through December 31, 2003
      and for each of the years ended December 31, 2003 and 2004. These financial
      statements are the responsibility of the Companys management. Our
      responsibility is to express an opinion on these financial statements based
      on our audits.


We conducted our audits in accordance
      with the standards of the Public Company Accounting Oversight Board (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 in the financial statements.
      An audit also includes assessing the accounting principles used and significant
      estimates made by management, as well as evaluating the overall financial
      statement presentation. We believe that our audits provide a reasonable
      basis for our opinion.


In our opinion, the consolidated
      financial statements referred to above present fairly, in all material
      respects, the consolidated financial position of the Company and its subsidiaries
      as of December 31, 2004, 2003 and 2002 and the consolidated results of
      their operations and their cash flows for the periods from January 1, 2002
      to July 31, 2002, from August 1, 2002 to December 31, 2002 and from August
      1, 2002 through December 31, 2003 and for each of the years ended December
      31, 2003 and 2004 in conformity with generally accepted accounting principles
      in France.


Accounting principles generally
      accepted in France vary in certain important respects from accounting principles
      generally accepted in the United States. Information relating to the nature
      and effect of such differences is presented in Note 29 to the consolidated
      financial statements.


PricewaterhouseCoopers



Paris, France
  February 8, 2005

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CONSOLIDATED STATEMENTS OF INCOMEFRENCH GAAP

|                                                                                      |  | StatutoryperiodfromJan 01, 2004toDec 31, 2004 |          | Period
          fromJan 01, 2003toDec 31, 2003 |  | Period
          fromAug 01, 2002toDec 31, 2002 |   | StatutoryperiodfromAug 01, 2002toDec 31, 2003 |        | StatutoryperiodfromJan 01, 2002toJul 31, 2002 | 
|------------------------------------------------------------------------------------- |  | --------------------------------------------- | -------- | ----------------------------------------------- |  | ----------------------------------------------- | - | --------------------------------------------- | ------ | --------------------------------------------- | 
|                                                                                      |  |                                               |          |                                                 |  |                                                 |   |                                               |        |                                               | 
|                                                                                      |  | (€ in millions)                               |         
|                                                                                      |  |                                               |          |                                                 |  |                                                 |   |                                               |        |                                               | 
|Net
            sales(note 1 (j))                                                     |  |                                               | 2,926.3  |                                                 |  | 2,761.8                                         |   |                                               | 222.0  |                                               | 
|Operating
            expenses(note 20 (a))                                           |  |                                               |          |                                                 |  |                                                 |   |                                               |        |                                               | 
|Cost
          of goods sold                                                          |  |                                               | (1,575.3 | )                                               |  | (1,640.4                                        | ) |                                               | (179.0 | )                                             | 
|Administrative
          and selling expenses                                         |  |                                               | (758.9   | )                                               |  | (733.5                                          | ) |                                               | (64.0  | )                                             | 
|Research
          and development expenses                                           |  |                                               | (251.0   | )                                               |  | (258.5                                          | ) |                                               | (113.0 | )                                             | 
|Other
          operating income (expenses)                                           |  |                                               | 13.0     |                                                 |  | 17.3                                            |   |                                               | 6.0    |                                               | 
|Amortization
          of goodwill                                                    |  |                                               | (43.9    | )                                               |  | (44.7                                           | ) |                                               | (3.0   | )                                             | 
|                                                                                      |  |                                               |          |                                                 |  |                                                 |   |                                               |        |                                               | 
|Operating
            income (loss)                                                   |  |                                               | 310.2    |                                                 |  | 102.0                                           |   |                                               | (131.0 | )                                             | 
|                                                                                      |  |                                               |          |                                                 |  |                                                 |   |                                               |        |                                               | 
|Interest
          income (expense) (note 21)                                         |  |                                               | (241.0   | )                                               |  | (194.3                                          | ) |                                               | (20.0  | )                                             | 
|Loss
          on extinguishment of debt                                              |  |                                               | (50.7    | )                                               |  | 0.0                                             |   |                                               | 0.0    |                                               | 
|Profits
          (losses) from disposal of fixed assets                              |  |                                               | 5.3      |                                                 |  | (3.7                                            | ) |                                               | (5.0   | )                                             | 
|Other
          income (expenses) (note 20 (b))                                       |  |                                               | (14.0    | )                                               |  | (40.4                                           | ) |                                               | (6.0   | )                                             | 
|                                                                                      |  |                                               |          |                                                 |  |                                                 |   |                                               |        |                                               | 
|Loss
            before taxes, minority interests and equity in earnings of investees |  |                                               | 9.8      |                                                 |  | (136.4                                          | ) |                                               | (162.0 | )                                             | 
|                                                                                      |  |                                               |          |                                                 |  |                                                 |   |                                               |        |                                               | 
|Income
          taxes (note 22)                                                      |  |                                               | (39.0    | )                                               |  | 8.0                                             |   |                                               | 29.0   |                                               | 
|                                                                                      |  |                                               |          |                                                 |  |                                                 |   |                                               |        |                                               | 
|Net
            loss before minority interests and equity in earnings of investees    |  |                                               | (29.2    | )                                               |  | (128.4                                          | ) |                                               | (133.0 | )                                             | 
|                                                                                      |  |                                               |          |                                                 |  |                                                 |   |                                               |        |                                               | 
|Minority
          interests                                                          |  |                                               | (1.2     | )                                               |  | (0.9                                            | ) |                                               | 2.0    |                                               | 
|Equity
          in earnings of investees                                             |  |                                               | 2.6      |                                                 |  | 2.4                                             |   |                                               | 2.0    |                                               | 
|                                                                                      |  |                                               |          |                                                 |  |                                                 |   |                                               |        |                                               | 
|Net
            loss attributable to Legrand Holding                                  |  |                                               | (27.8    | )                                               |  | (126.9                                          | ) |                                               | (129.0 | )                                             | 
|                                                                                      |  |                                               |          |                                                 |  |                                                 |   |                                               |        |                                               | 

The accompanying notes on pages
    F-7 to F-47 are an integral part of these financial statements.



F-3

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CONSOLIDATED BALANCE SHEETSFRENCH GAAP

|                                                       |  | Dec
          31, 2004 |         | Dec
          31, 2003 |  | Dec
          31, 2002 |  
|------------------------------------------------------ |  | ---------------------- | ------- | ---------------------- |  | ---------------------- | -
|                                                       |  |                        |         |                        |  |                        |  
|                                                       |  | (€ in millions)        |        
|ASSETS                                                 |  |                        |         |                        |  |                        |  
|Current
            assets                             |  |                        |         |                        |  |                        |  
|Cash
          and cash equivalents                    |  |                        | 68.3    |                        |  | 67.9                   |  
|Marketable
          securities (note 10)              |  |                        | 13.1    |                        |  | 32.6                   |  
|Restricted
          cash (note 7)                     |  |                        | 27.0    |                        |  | 37.0                   |  
|Trade
          accounts receivable (note 9)           |  |                        | 495.7   |                        |  | 509.9                  |  
|Deferred
          income taxes (notes 1 (i) and 22)   |  |                        | 30.3    |                        |  | 34.7                   |  
|Other
          current assets                         |  |                        | 124.2   |                        |  | 112.1                  |  
|Inventories
          (notes 1 (h) and 8)              |  |                        | 422.0   |                        |  | 385.5                  |  
|                                                       |  |                        |         |                        |  |                        |  
|Total
            current assets                       |  |                        | 1,180.6 |                        |  | 1,179.7                |  
|                                                       |  |                        |         |                        |  |                        |  
|Property,
          plant and equipment, net (note 4)  |  |                        | 816.0   |                        |  | 914.9                  |  
|Investments
          (note 5)                         |  |                        | 18.4    |                        |  | 21.8                   |  
|Goodwill,
          net (notes 1 (f) and 2)            |  |                        | 788.8   |                        |  | 810.4                  |  
|Trademarks,
          net (note 3)                     |  |                        | 1,526.3 |                        |  | 1,591.1                |  
|Developed
          Technology, net (note 3)           |  |                        | 337.7   |                        |  | 449.9                  |  
|Restricted
          cash (note 7)                     |  |                        | 0.0     |                        |  | 90.5                   |  
|Deferred
          income taxes (notes 1 (i) and 22)   |  |                        | 47.4    |                        |  | 32.3                   |  
|Other
          non-current assets (note 6)            |  |                        | 38.9    |                        |  | 93.9                   |  
|                                                       |  |                        |         |                        |  |                        |  
|                                                       |  |                        | 3,573.5 |                        |  | 4,004.8                |  
|                                                       |  |                        |         |                        |  |                        |  
|Total
            assets                               |  |                        | 4,754.1 |                        |  | 5,184.5                |  
|                                                       |  |                        |         |                        |  |                        |  
|                                                       |  |                        |         |                        |  |                        |  
|LIABILITIES
            AND SHAREHOLDERS EQUITY       |  |                        |         |                        |  |                        |  
|Current
            liabilities                        |  |                        |         |                        |  |                        |  
|Short-term
          borrowings (note 18)              |  |                        | 253.8   |                        |  | 130.8                  |  
|Accounts
          and notes payable                   |  |                        | 311.3   |                        |  | 252.7                  |  
|Deferred
          income taxes (notes 1 (i) and 22)   |  |                        | 3.8     |                        |  | 3.0                    |  
|Other
          current liabilities (note 19)          |  |                        | 333.3   |                        |  | 328.4                  |  
|                                                       |  |                        |         |                        |  |                        |  
|Total
            current liabilities                  |  |                        | 902.2   |                        |  | 714.9                  |  
|                                                       |  |                        |         |                        |  |                        |  
|Deferred
            income taxes(notes 1 (i) and 22)  |  |                        | 179.1   |                        |  | 168.3                  |  
|Other
            non-current liabilities(note 17)     |  |                        | 225.4   |                        |  | 227.3                  |  
|Long-term
            borrowings(note 16)              |  |                        | 1,751.2 |                        |  | 2,308.8                |  
|Subordinated
            securities(note 14)           |  |                        | 68.9    |                        |  | 108.9                  |  
|Payment-In-Kind
            loans (PIK)(note 15)       |  |                        | 1,272.8 |                        |  | 1,213.6                |  
|Related
            party loan                         |  |                        | 0.0     |                        |  | 0.0                    |  
|Minority
            interests                         |  |                        | 19.5    |                        |  | 18.2                   |  
|Shareholders equity                                   |  |                        |         |                        |  |                        |  
|Capital
          stock (note 11)                      |  |                        | 759.4   |                        |  | 759.4                  |  
|Accumulated
          deficits (note 13 (a))           |  |                        | (283.6  | )                      |  | (255.8                 | )
|Translation
          reserve (note 13 (b))            |  |                        | (140.8  | )                      |  | (79.1                  | )
|                                                       |  |                        |         |                        |  |                        |  
|                                                       |  |                        | 335.0   |                        |  | 424.5                  |  
|                                                       |  |                        |         |                        |  |                        |  
|Total
            liabilities and shareholders equity |  |                        | 4,754.1 |                        |  | 5,184.5                |  
|                                                       |  |                        |         |                        |  |                        |  
|                                                       |  |                        |         |                        |  |                        |  

The accompanying notes on pages
    F-7 to F-47 are an integral part of these financial statements.



F-4

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Back to Contents

CONSOLIDATED STATEMENTS OF CASH
      FLOWSFRENCH GAAP

|                                                                                                                        |  | Statutory
          periodfromJan 01, 2004 toDec 31, 2004 |          | Period
          fromJan 01, 2003 toDec 31, 2003 |  | Period
          fromAug 01, 2002 toDec 31, 2002 |   | Statutory
          periodfromAug 01, 2002 toDec 31, 2003 |          | Statutory
          periodfromJan 01, 2002 toJul 31, 2002 | 
|----------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------- | -------- | ------------------------------------------------ |  | ------------------------------------------------ | - | --------------------------------------------------------- | -------- | --------------------------------------------------------- | 
|                                                                                                                        |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
|                                                                                                                        |  | (€ in millions)                                           |         
|Net
          income attributable to Legrand Holding                                                                    |  |                                                           | (27.8    | )                                                |  | (126.9                                           | ) |                                                           | (129.0   | )                                                         | 
|Reconciliation
          of net income to net cash provided from (used in) operating activities:                        |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
| depreciation
          of tangible assets                                                                             |  |                                                           | 141.5    |                                                  |  | 155.8                                            |   |                                                           | 13.0     |                                                           | 
| amortization
          of intangible assets                                                                           |  |                                                           | 177.8    |                                                  |  | 191.2                                            |   |                                                           | 108.0    |                                                           | 
| allowance
          for tangible and intangible assets                                                                |  |                                                           | 0.6      |                                                  |  |                                                  |   |                                                           |          |                                                           | 
| loss
          on extinguishment of debt                                                                              |  |                                                           | 50.7     |                                                  |  | 0.0                                              |   |                                                           | 0.0      |                                                           | 
| changes
          in long-term deferred taxes                                                                         |  |                                                           | (32.0    | )                                                |  | (49.5                                            | ) |                                                           | (2.0     | )                                                         | 
| changes
          in other long-term assets and liabilities                                                           |  |                                                           | 0.6      |                                                  |  | 4.6                                              |   |                                                           | (2.0     | )                                                         | 
| minority
          interests                                                                                          |  |                                                           | 1.2      |                                                  |  | 0.9                                              |   |                                                           | (3.0     | )                                                         | 
| equity
          in earnings of investees                                                                             |  |                                                           | (2.6     | )                                                |  | (2.4                                             | ) |                                                           | (2.0     | )                                                         | 
| other
          items having impacted the cash                                                                        |  |                                                           | 48.5     |                                                  |  | 138.1                                            |   |                                                           | 63.0     |                                                           | 
|(Gains)
          losses on fixed asset disposals                                                                       |  |                                                           | (5.6     | )                                                |  | (1.2                                             | ) |                                                           | 14.0     |                                                           | 
|(Gains)
          losses on sales of securities                                                                         |  |                                                           | 0.3      |                                                  |  | (0.6                                             | ) |                                                           | 0.0      |                                                           | 
|Changes
          in operating assets and liabilities, net of effect of investments in
          consolidated entities: |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
| inventories                                                                                                           |  |                                                           | (40.8    | )                                                |  | (1.9                                             | ) |                                                           | 54.0     |                                                           | 
| accounts
          receivable                                                                                         |  |                                                           | 9.8      |                                                  |  | 61.1                                             |   |                                                           | 17.0     |                                                           | 
| accounts
          and notes payable                                                                                  |  |                                                           | 60.9     |                                                  |  | (7.5                                             | ) |                                                           | (77.0    | )                                                         | 
| other
          operating assets and liabilities                                                                      |  |                                                           | 29.2     |                                                  |  | (81.7                                            | ) |                                                           | (137.0   | )                                                         | 
|                                                                                                                        |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
|Net
            cash (used in) provided from operating activities                                                       |  |                                                           | 412.3    |                                                  |  | 280.0                                            |   |                                                           | (83.0    | )                                                         | 
|                                                                                                                        |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
|Net
          proceeds from sales of fixed assets                                                                       |  |                                                           | 45.4     |                                                  |  | 16.8                                             |   |                                                           | 170.0    |                                                           | 
|Capital
          expenditures                                                                                          |  |                                                           | (95.7    | )                                                |  | (112.6                                           | ) |                                                           | (16.0    | )                                                         | 
|Proceeds
          from sales of marketable securities                                                                  |  |                                                           | 138.4    |                                                  |  | 312.3                                            |   |                                                           | 213.0    |                                                           | 
|Investments
          in marketable securities                                                                          |  |                                                           | (18.5    | )                                                |  | (29.0                                            | ) |                                                           | (202.0   | )                                                         | 
|Investments
          in consolidated entities                                                                          |  |                                                           | 0.0      |                                                  |  | (72.8                                            | ) |                                                           | (3,067.0 | )                                                         | 
|Investments
          in non-consolidated entities                                                                      |  |                                                           | (0.1     | )                                                |  | (0.2                                             | ) |                                                           | 0.0      |                                                           | 
|                                                                                                                        |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
|Net
            cash (used in) provided from investing activities                                                       |  |                                                           | 69.5     |                                                  |  | 114.5                                            |   |                                                           | (2,902.0 | )                                                         | 
|                                                                                                                        |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
|Related
          to shareholders equity:                                                                              |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
| capital
          increase                                                                                            |  |                                                           | 0.0      |                                                  |  | 0.0                                              |   |                                                           | 760.0    |                                                           | 
| dividends
          paid by Legrand Holdings subsidiaries                                                            |  |                                                           | (0.8     | )                                                |  | (1.1                                             | ) |                                                           | (2.0     | )                                                         | 
|Other
          financing activities:                                                                                   |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
| reduction
          of subordinated securities                                                                        |  |                                                           | (39.9    | )                                                |  | (50.0                                            | ) |                                                           | (4.0     | )                                                         | 
| new
          borrowings                                                                                              |  |                                                           | 929.7    |                                                  |  | 579.1                                            |   |                                                           | 3,063.0  |                                                           | 
| repayment
          of borrowings                                                                                     |  |                                                           | (1,324.1 | )                                                |  | (820.3                                           | ) |                                                           | (273.0   | )                                                         | 
| debt
          issuance cost                                                                                          |  |                                                           | (6.3     | )                                                |  | (7.5                                             | ) |                                                           | 0.0      |                                                           | 
| increase
          (reduction) of commercial paper                                                                    |  |                                                           | 0.0      |                                                  |  | (508.0                                           | ) |                                                           | (30.0    | )                                                         | 
| increase
          (reduction) of bank overdrafts                                                                     |  |                                                           | (40.2    | )                                                |  | (87.2                                            | ) |                                                           | 23.0     |                                                           | 
|                                                                                                                        |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
|Net
            cash (used in) provided from financing activities                                                       |  |                                                           | (481.6   | )                                                |  | (895.0                                           | ) |                                                           | 3,537.0  |                                                           | 
|                                                                                                                        |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
|Net
          effect of currency translation on cash                                                                    |  |                                                           | (0.2     | )                                                |  | (9.4                                             | ) |                                                           | 7.0      |                                                           | 
|Increase
            (reduction) of cash and cash equivalents                                                           |  |                                                           | 0.4      |                                                  |  | (491.1                                           | ) |                                                           | 559.0    |                                                           | 
|Cash
          and cash equivalents at the beginning of the period                                                      |  |                                                           | 67.9     |                                                  |  | 559.0                                            |   |                                                           | 0.0      |                                                           | 
|                                                                                                                        |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
|Cash
            and cash equivalents at the end of the period                                                          |  |                                                           | 68.3     |                                                  |  | 67.9                                             |   |                                                           | 559.0    |                                                           | 
|                                                                                                                        |  |                                                           |          |                                                  |  |                                                  |   |                                                           |          |                                                           | 
|Interest
          paid during the period                                                                               |  |                                                           | 182.9    |                                                  |  | 202.2                                            |   |                                                           | 0.0      |                                                           | 
|Income
          taxes paid during the period                                                                           |  |                                                           | 45.5     |                                                  |  | 79.5                                             |   |                                                           | 0.0      |                                                           | 



The accompanying notes on pages
    F-7 to F-47 are an integral part of these financial statements.



F-5

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITYFRENCH GAAP

|                                         |  | Capitalstock, atpar value |       | Retainedearnings |  | Translationreserve |   | Totalshareholdersequity |       
|---------------------------------------- |  | ------------------------- | ----- | ---------------- |  | ------------------ | - | ------------------------ | ------
|                                         |  |                           |       |                  |  |                    |   |                          |       
|                                         |  | (€ in millions)           |      
|As
            of December 31, 2000      |  |                           | 0.0   |                  |  | 0.0                |   |                          | 0.0   
|                                         |  |                           |       |                  |  |                    |   |                          |       
|Net
          income for the period      |  |                           |       |                  |  |                    |   |                          |       
|Capital
          increase               |  |                           |       |                  |  |                    |   |                          |       
|Changes
          in translation reserve |  |                           |       |                  |  |                    |   |                          |       
|                                         |  |                           |       |                  |  |                    |   |                          |       
|As
            of December 31, 2001      |  |                           | 0.0   |                  |  | 0.0                |   |                          | 0.0   
|                                         |  |                           |       |                  |  |                    |   |                          |       
|Net
          income for the period      |  |                           |       |                  |  |                    |   |                          |       
|Capital
          increase               |  |                           |       |                  |  |                    |   |                          |       
|Changes
          in translation reserve |  |                           |       |                  |  |                    |   |                          |       
|                                         |  |                           |       |                  |  |                    |   |                          |       
|As
            of July 31, 2002          |  |                           | 0.0   |                  |  | 0.0                |   |                          | 0.0   
|                                         |  |                           |       |                  |  |                    |   |                          |       
|Net
          income for the period      |  |                           |       |                  |  | (128.9             | ) |                          |       
|Capital
          increase               |  |                           | 759.4 |                  |  |                    |   |                          |       
|Changes
          in translation reserve |  |                           |       |                  |  | 0.0                |   |                          | (4.5  
|                                         |  |                           |       |                  |  |                    |   |                          |       
|As
            of December 31, 2002      |  |                           | 759.4 |                  |  | (128.9             | ) |                          | (4.5  
|                                         |  |                           |       |                  |  |                    |   |                          |       
|Net
          income for the period      |  |                           |       |                  |  | (126.9             | ) |                          |       
|Capital
          increase               |  |                           | 0.0   |                  |  |                    |   |                          |       
|Changes
          in translation reserve |  |                           |       |                  |  | 0.0                |   |                          | (74.6 
|                                         |  |                           |       |                  |  |                    |   |                          |       
|As
            of December 31, 2003      |  |                           | 759.4 |                  |  | (255.8             | ) |                          | (79.1 
|                                         |  |                           |       |                  |  |                    |   |                          |       
|Net
          income for the period      |  |                           |       |                  |  | (27.8              | ) |                          |       
|Capital
          increase               |  |                           | 0.0   |                  |  |                    |   |                          |       
|Changes
          in translation reserve |  |                           |       |                  |  | 0.0                |   |                          | (61.7 
|                                         |  |                           |       |                  |  |                    |   |                          |       
|As
            of December 31, 2004      |  |                           | 759.4 |                  |  | (283.6             | ) |                          | (140.8
|                                         |  |                           |       |                  |  |                    |   |                          |       

The accompanying notes on pages
      F-7 to F-47 are an integral part of these financial statements.




F-6

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS

|List of consolidated
            companies
|------------------------------------------

The consolidated financial statements
      comprise the financial statements of Legrand Holding SA and its 111 controlled
      subsidiaries. Investments in four affiliated companies are accounted for
      by the equity method.


The most significant consolidated
      operating subsidiary, Legrand SA is 100% owned (operating subsidiaries
      of Legrand SA are all 100% owned by Legrand SA except for Fael, which is
      93% owned). The following is a list of Legrand Holding SAs significant
      subsidiaries:


French subsidiaries:Legrand SAS (formerly FIMAF)
  Legrand SA
  APW
  Arnould-FAE
  Baco
  Inovac
  Legrand Deri
  Legrand SNC
  Martin & Lunel
  Planet-Wattohm
Ura



|Foreign
            subsidiaries: |  |  |                | 
|--------------------------------- |  |  | -------------- | 
|Anam
          Legrand            |  |  | South Korea    | 
|Bticino                           |  |  | Italy          | 
|Bticino
          de Mexico       |  |  | Mexico         | 
|Bticino
          Quintela        |  |  | Spain          | 
|Bufer
          Elektrik          |  |  | Turkey         | 
|Electro
          Andina          |  |  | Chile          | 
|Fael                              |  |  | Poland         | 
|Legrand                           |  |  | Germany        | 
|Legrand                           |  |  | Italy          | 
|Legrand                           |  |  | Greece         | 
|Legrand
          Electric        |  |  | United Kingdom | 
|Legrand
          Electrica       |  |  | Portugal       | 
|Legrand
          Electrique      |  |  | Belgium        | 
|Legrand
          Espanola        |  |  | Spain          | 
|Legrand
          India           |  |  | India          | 
|Luminex                           |  |  | Colombia       | 
|Ortronics                         |  |  | United States  | 
|Pass & Seymour                    |  |  | United States  | 
|Pial                              |  |  | Brazil         | 
|The
          Watt Stopper        |  |  | United States  | 
|The
          Wiremold Company    |  |  | United States  | 

|1) | Accounting policies
|-- | -------------------

The Groups consolidated financial
      statements are prepared in conformity with accounting principles generally
      accepted in France. They comply with the requirements of French laws and
      regulations. The financial statements of each company, whether (French
      GAAP) consolidated or accounted for by the equity method, are prepared
      in accordance with local accounting principles and regulations, and have
      been adjusted to comply with French GAAP.




F-7

---



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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)

|a) | Basis of presentation
            and acquisition of Legrand SA
|-- | ---------------------------------------------------------------

Through December 31, 2001,
      the Groups fiscal year end was December 31. During 2002, the Group
      changed its fiscal year end from December 31 to July 31, resulting
      in a seven-month period ended July 31, 2002. In connection with the
      acquisition of Legrand SA (see below), the Group changed its fiscal year
      from July 31 to December 31, resulting in a seventeen-month fiscal
      period ended December 31, 2003 and a five-month reporting period ended
      December 31, 2002.


Prior to December 10, 2002,
      Legrand Holding SA had no significant operations of its own. As of December 31,
      2001, the Group had total assets and shareholders equity of less
      than €100,000 and total liabilities of less than €10,000. For
      the period from January 1, 2002 to July 31, 2002 and each of
      the years ended December 31, 2001 and 2000, the Group had no revenues,
      incurred expenses of less than €10,000, earned interest income of
      less than €5,000 and generated a net loss of less than €5,000.


On December 10, 2002, the
      Group acquired 98% of the outstanding share capital of Legrand SA for aggregate
      cash consideration of €3.63 billion (corresponding to a value of €3.7
      billion for 100%). The remaining 2% of the outstanding share capital of
      Legrand SA was acquired as of October 2, 2003. The results of operations
      of Legrand SA have been included in the consolidated financial statements
      since December 2002.


The aggregate purchase price for
      the acquisition of Legrand SA, as well as related fees and expenses was
      financed by a combination of funds provided by a consortium of investors
      (€1,765 million), external banks (a facility under the senior
      credit agreement was drawn for an amount of €1,833 million) and
      a vendor loan from Schneider Electric (€150 million).


The following table summarizes
      the estimated fair value of the assets acquired and liabilities assumed,
      as of the date of the acquisition of Legrand SA.


|                                                                                  |  | As
          of December 10, 2002 |       
|--------------------------------------------------------------------------------- |  | --------------------------------- | ------
|Total
            purchase price                                                  |  |                                   | 3,700 
|(+)
          transaction costs                                                   |  |                                   | 93    
|()
          net assets acquired(a)                                              |  |                                   | (794  
|                                                                                  |  |                                   |       
|=
            Excess of purchase price over the book value of net assets acquired |  |                                   | 2,999 
|()
            Revaluation of assets & liabilities:                              |  |                                   | (2,152
|Intangible
            assets                                                     |  |                                   |       
|Trademarks                                                                        |  |                                   |       
|Technology                                                                        |  |                                   |       
|In-process research
          and development                                     |  |                                   |       
|Tangible
            assets                                                       |  |                                   |       
|Property, plant
          and equipment                                           |  |                                   |       
|Inventories                                                                       |  |                                   |       
|Liabilities(b)                                                                    |  |                                   |       
|Subordinated
          perpetual notes (TSDIs)                                    |  |                                   |       
|Yankee Bonds                                                                      |  |                                   |       
|Deferred
            income taxes(c)                                              |  |                                   |       
|Other                                                                             |  |                                   |       
|Minority
            interest                                                     |  |                                   |       
|Goodwill                                                                          |  |                                   | 847   

| | 
| | 

|(a) | Shareholders equity
          of €1,805 million excluding goodwill of €1,011 million.
|--- | --------------------------------------------------------------------------------------

|(b) | Carrying value in excess
          of fair value.
|--- | -------------------------------------------------

|(c) | Deferred income taxes have
          been computed based on a 35.43% tax rate, applied to trademarks, technology
          and revalued tangible assets. Under French GAAP, deferred income taxes
          were not computed on trademarks with an indefinite useful life.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-8

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)

As part of the acquisition of Legrand
      SA, the Group acquired approximately €95 million of in-process
      research and development assets. This allocation represents the estimated
      fair value based on risk-adjusted future cash flows related to the incomplete
      projects. At the date of the acquisition, the development of these projects
      had not yet reached technological feasibility and the research and development
      in progress had no alternative future uses. Accordingly, these costs were
      expensed as of the date of the acquisition in accordance with Financial
      Accounting Standards Board (FASB) Interpretation No. 4, Applicability
      of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase
      Method(FIN 4).


|b) | Consolidation
|-- | -------------

The financial statements of all
      subsidiaries, directly or indirectly controlled by the Group, are consolidated.
      Companies in which the Group owns directly or indirectly an interest of
      20 to 50% are accounted for by the equity method. All intercompany transactions
      have been eliminated.


|c) | Translation of foreign
            financial statements
|-- | -------------------------------------------------------

For all countries other than those
      with highly inflationary economies:


| |  | Assets and liabilities
          are translated using exchange rates in effect as of the balance sheet
          dates;
| | - | -----------------------------------------------------------------------------------------------------------------------

| |   |                                                                                            
| | - | -------------------------------------------------------------------------------------------
| |  | Statements of income are
          translated at average exchange rates for the period; and

| |   |                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Gains or losses arising
          from the translation of the financial statements of foreign subsidiaries
          are accounted for directly in the translation reserve included in consolidated
          equity, until these companies are sold or substantially liquidated.

For countries with highly inflationary
      economies:


| |  | Inventories and non-monetary
          assets are recorded at their historical rates of exchange;
| | - | -------------------------------------------------------------------------------------------------

| |   |                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------
| |  | Other assets and liabilities
          are translated using exchange rates in effect as of the balance sheet
          dates; and

| |   |                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Gains or losses arising
          from the translation of the financial statements of subsidiaries located
          in these countries are included in the consolidated statement of income
          under the heading Exchange and translation gains (losses).

For all countries:


| |  | Exchange differences arising
          from foreign currency transactions (transactions denominated in a currency
          other than the functional currency) are included in the consolidated
          statement of income under the heading Exchange and translation
          gains (losses), excepted intercompany transactions having the
          character of a permanent investment which are directly recorded in
          the translation reserve.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   |                   
|-- | ------------------
|d) | Earnings per share

Earnings per share are not presented
      as the Groups shares are not held by the public.


|e) | Statements of cash flows
|-- | ------------------------

Cash and cash equivalents consist
      of cash, short-term deposits and all other financial assets with an original
      maturity not in excess of three months. Marketable securities are not considered
      cash equivalents.


|f) | Intangible assets
|-- | -----------------

Goodwill, representing the excess
      of cost over the fair value of net assets as of the date of the acquisition,
      is amortized on a straight-line basis over 20 years. The Group assesses
      whether there has been a permanent impairment in the value of goodwill
      by evaluating economic factors including future cash flows


F-9

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)

from operating activities, income,
    trends and prospects as well as competition and other economic factors. The
    primary financial indicator used to assess impairment is whether undiscounted
    cash flows from operations over the amortization period will be sufficient
    to recover the carrying amount of goodwill. A loss is recognized for any
    excess of the carrying value over the fair value of the goodwill, determined
    as being the present value of such cash flows from operations.

Trademarks with definite lives
      and developed technology are amortized on an accelerated basis, in a manner
      that reflects the pattern in which the assets economic benefits are consumed.


Costs incurred by Group companies
      in developing computer software for their own use and in research and development
      are expensed in the period they are incurred; acquisition costs of externally
      developed software are recorded in other assets and depreciated on a straight-line
      basis over their expected useful lives from 3 to 8 years.


Other intangible assets, included
      in other non-current assets in the balance sheet, are amortized
      on a straight-line basis over the estimated period of benefit, not in excess
      of 40 years, and limited to 20 years for patents and trademarks.


|g) | Property, plant and
            equipment
|-- | -----------------------------------------

Land, buildings, machinery and
      equipment are carried at cost. In connection with the acquisition, an expert
      was retained in order to assess the fair value of plants and properties.
      Their conclusions led to a total revaluation of €39 million,
      including an estimated €15.5 million for land. The revaluation on plants
      and properties (€39 million less the value attributable to land,
      which is not amortizable) is depreciated on a straight-line basis over
      25 years.


Assets acquired under lease agreements
      that are regarded as financing their purchase are capitalized on the basis
      of the present value of minimum lease payments and depreciated as described
      below. French legal revaluations and foreign revaluations are not reflected
      in the consolidated financial statements.


Depreciation is calculated on a
      straight-line basis over the estimated useful lives of the respective assets;
      the most commonly adopted useful lives are the followings:


|Light
          buildings         |  |  | 25
        years | 
|--------------------------------- |  |  | ---------------- | 
|Standard
          buildings      |  |  | 40 years         | 
|Machinery
          and equipment |  |  | 8 to 10 years    | 
|Tooling                           |  |  | 5 years          | 
|Furniture
          and fixtures  |  |  | 5 to 10 years    | 

|h) | Inventories
|-- | -----------

Inventories are recorded at the
      lower of cost or market, with cost determined principally on a first-in,
      first-out (FIFO) basis.


|i) | Deferred income taxes
|-- | ---------------------

In compliance with FASB statement
      No. 109, deferred income taxes are recorded based on the differences between
      the tax bases of assets and liabilities and their carrying values for financial
      reporting purposes. Currently enacted rates applicable for future periods
      are used to calculate year-end deferred income taxes.


A valuation allowance is recorded
      against deferred tax assets to reduce these deferred tax assets to the
      amount likely to be realized. The assessment of the valuation allowance
      is done by tax entity, based on the tax strategy developed for the near
      future for each entity.




F-10

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



Provisions are made for withholding
      and other taxes which would be payable in case of distribution of earnings
      of subsidiaries and affiliates, except for those considered as permanently
      reinvested.


If the assets of a subsidiary are
      revalued for tax purposes, the tax benefit is accounted for in compliance
      with the enacted tax rules at the revaluation.


|j) | Revenue recognition
|-- | -------------------

Revenues are recognized when all
      of the following criteria have been met: (i) persuasive evidence of an
      arrangement exists, (ii) delivery has occurred, (iii) the sales price is
      fixed or determinable and (iv) collectibility is reasonably assured. For
      the Group, this policy results in the recognition of revenue when title
      and risk of loss transfer to the customer, which is generally upon shipment.


In addition, the Group offers certain
      sales incentives to customers consisting primarily of volume rebates, and
      discounts for prompt payment. Volume rebates are typically based on three,
      six, and twelve-month arrangements with customers, and rarely extend beyond
      one year. Since the volume of customers future purchases can be reasonably
      estimated based on historical evidence, the Group recognizes the rebates
      on a monthly basis as a reduction in revenue based on the estimated cost
      of honoring rebates earned and claimed to each of the underlying revenue
      transactions that reflect the progress by the customer toward earning the
      rebate. These volume rebates are generally accounted for as a reduction
      to customers account receivable balance. Discounts for prompt payment
      are recognized in decrease of sales.


|k) | Fair value of financial
            instruments
|-- | -----------------------------------------------

The carrying value of cash, short-term
      deposits, accounts receivable, accounts payable, accrued liabilities and
      short-term borrowings approximate their fair value because of the short-term
      maturity of these instruments. For short-term investments, comprised of
      marketable securities, fair value is determined based on the market prices
      of these securities. The fair value of long-term debt is estimated on the
      basis of interest rates currently available for issuance of debt with similar
      terms and remaining maturities. The fair value of interest rate swap agreements
      is the estimated amount that the counterparty would receive or pay to terminate
      the agreements.


|l) | Derivative financial
            and commodity instruments
|-- | ----------------------------------------------------------

The Groups policy is to abstain
      from transactions of a speculative nature in the use of financial instruments;
      consequently all operations with these instruments are exclusively devoted
      to manage and cover exchange or interest rate risks, and the prices of
      raw materials. Therefore, the Group periodically enters into contracts
      such as swaps, options and futures, which relate to the nature of its exposure.


The interest rate swaps, which
      synthetically adjust interest rates on certain indebtedness, involve the
      exchange of fixed and floating rate interest payments over the life of
      the agreement without the exchange of the notional amount. The differential
      to be paid or received is accrued as adjustments to interest income or
      expense over the life of the agreement. Upon early termination of an interest
      rate swap, gains or losses are deferred and amortized as adjustments to
      interest expense of the related debt over the remaining period covered
      by the terminated swap.


The Group periodically enters into
      foreign currency contracts to hedge commitments, transactions or foreign
      income. For foreign currency contracts acquired for the purpose of hedging
      identified commitments, the gain or loss is generally deferred and included
      in the basis of the transaction underlying the commitment. If the underlying
      transaction is not completed, the contract is marked to market with any
      realized or unrealized gains or losses reflected in income. Gains or losses
      on transaction hedges are recognized in income and offset the gains or
      losses on the related transaction. Foreign currency contracts acquired
      for the purpose of hedging foreign income, generally for periods not exceeding
      twelve months, are marked to market with any realized or unrealized gains
      or losses reflected in income.




F-11

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



The Group also enters into raw
      material contracts to totally or partially hedge its purchases. Gains or
      losses related to transactions that qualify for hedge accounting are deferred
      on the balance sheet in other current liabilities or assets and reflected
      in cost of goods sold when the underlying transaction takes place. If future
      purchased raw material needs are revised lower than initially anticipated,
      the futures contracts associated with the reductions no longer qualify
      for deferral and are marked to market. Gains or losses are then recorded
      in other income. The effectiveness of the hedge is measured by a historical
      and probable future high correlation of changes in the fair value of the
      hedging instruments with changes in the value of the hedged item. If correlation
      ceases to exist, hedge accounting will be terminated and gains or losses
      recorded in other income.


Cash flows from financial instruments
      are recognized in the statement of cash flows in a manner consistent with
      the underlying transactions.


|m) | Environmental and product
            liabilities
|-- | -------------------------------------------------

In application of FASB statement
      No. 5 the Group recognizes losses and accrues liabilities relating to environmental
      and product liability matters. Accordingly, the Group recognizes a loss
      if available information indicates that it is probable and reasonably estimable.
      In the event a loss is neither probable nor reasonably estimable but remains
      possible, the Group discloses this contingency in the notes to its consolidated
      financial statements.


With respect to environmental liabilities,
      the Group estimates losses on a case-by-case basis and makes the best estimate
      it can, based on available information. With respect to product liabilities,
      the Group estimates losses on the basis of current facts and circumstances,
      prior experience with similar matters, the number of claims and the anticipated
      cost of administering, defending and, in some cases, settling such cases.


|n) | Stock option plans
|-- | ------------------

In accordance with FASB statement
      No. 123, the Group has chosen to continue to account for stock-based compensation
      using the intrinsic value method as prescribed by APB No. 25. Accordingly,
      for most plans, compensation cost is measured as the excess of the market
      price of the underlying shares as of the date of the grant over the exercise
      price an employee is required to pay to acquire this stock.


|o) | Use of estimates
|-- | ----------------

The preparation of financial statements
      in conformity with generally accepted accounting principles requires management
      to make estimates and assumptions that are reflected in the reported amounts
      of assets and liabilities and disclosures of contingent assets and liabilities
      as of the date of the financial statements and the reported amounts of
      revenues and expenses during the reporting period. Actual results could
      differ from those estimates.


|p) | Transfers and servicing
            of financial assets
|-- | -------------------------------------------------------

FASB statement No. 140 provides
      standards for distinguishing transfers of financial assets that are sales
      from transfers that are secured borrowings. According to this statement,
      after a transfer of financial assets, an entity recognizes the financial
      and servicing assets it controls and the liabilities it has incurred, derecognizes
      financial assets when control has been surrendered and derecognizes liabilities
      when extinguished.


|2) | Goodwill (note 1 (f))
|-- | ---------------------

Goodwill is considered as an integral
      part of the assets of acquired companies. As of December 31, 2004,
      goodwill relates only to the excess of cost over the fair value of net
      assets as of the date of the acquisition of Legrand SA (on December 10,
      2002). It is being amortized on a straight-line basis over 20 years.


F-12

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Back to Contents

NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



Goodwill can be analyzed as follows:


|                                     |  | Dec
          31, 2004 |       | Dec
          31, 2003 |  | Dec
          31, 2002 | 
|------------------------------------ |  | ---------------------- | ----- | ---------------------- |  | ---------------------- | 
|                                     |  |                        |       |                        |  |                        | 
|                                     |  | € in millions          |      
|Gross
          value                |  |                        | 876.3 |                        |  | 856.2                  | 
|Accumulated
          amortization   |  |                        | 87.5  |                        |  | 45.8                   | 
|                                     |  |                        |       |                        |  |                        | 
|                                     |  |                        | 788.8 |                        |  | 810.4                  | 
|of
          which:                  |  |                        |       |                        |  |                        | 
| France                             |  |                        | 272.3 |                        |  | 287.5                  | 
| Italy                              |  |                        | 200.2 |                        |  | 211.4                  | 
| Other
          European countries |  |                        | 64.1  |                        |  | 67.6                   | 
| United
          States of America |  |                        | 164.3 |                        |  | 134.0                  | 
| Other
          countries          |  |                        | 87.9  |                        |  | 109.9                  | 
|                                     |  |                        |       |                        |  |                        | 
|                                     |  |                        | 788.8 |                        |  | 810.4                  | 
|                                     |  |                        |       |                        |  |                        | 

The geographic allocation of goodwill
      is based on the acquired companys value, determined as of the date
      of its acquisition.


Changes in goodwill are analyzed
      as follows:


|                                         |  | Dec
          31, 2004 |       | Dec
          31, 2003 |  | Dec
          31, 2002 |  
|---------------------------------------- |  | ---------------------- | ----- | ---------------------- |  | ---------------------- | -
|                                         |  |                        |       |                        |  |                        |  
|                                         |  | (€ in millions)        |      
|Gross
          value:                   |  |                        |       |                        |  |                        |  
|At
          the beginning of the period |  |                        | 856.2 |                        |  | 847.0                  |  
| new
          acquisitions             |  |                        | 0.0   |                        |  | 0.0                    |  
| translation
          effect and other |  |                        | 20.1  |                        |  | 9.2                    |  
|                                         |  |                        |       |                        |  |                        |  
|At
          the end of the period       |  |                        | 876.3 |                        |  | 856.2                  |  
|                                         |  |                        |       |                        |  |                        |  
|Amortization:                            |  |                        |       |                        |  |                        |  
|At
          the beginning of the period |  |                        | (45.8 | )                      |  | (3.0                   | )
| amortization
          expense         |  |                        | (43.9 | )                      |  | (44.7                  | )
| translation
          effect and other |  |                        | 2.2   |                        |  | 1.9                    |  
|                                         |  |                        |       |                        |  |                        |  
|At
          the end of the period       |  |                        | (87.5 | )                      |  | (45.8                  | )
|                                         |  |                        |       |                        |  |                        |  

|   |                                                
|-- | -----------------------------------------------
|3) | Trademarks and developed
            technology

The intangible assets are mainly
      composed of trademarks and patents.


Trademarks can be analyzed as follows:


|                                         |  | Dec
          31, 2004 |         | Dec
          31, 2003 |  | Dec
          31, 2002 |  
|---------------------------------------- |  | ---------------------- | ------- | ---------------------- |  | ---------------------- | -
|                                         |  |                        |         |                        |  |                        |  
|                                         |  | (€ in millions)        |        
|At
          the beginning of the period |  |                        | 1,596.9 |                        |  | 1,644.0                |  
| capital
          expenditures         |  |                        | 0.0     |                        |  | 0.0                    |  
| disposals                              |  |                        | 0.0     |                        |  | 0.0                    |  
| translation
          effect and other |  |                        | (60.3   | )                      |  | (47.1                  | )
|                                         |  |                        |         |                        |  |                        |  
|                                         |  |                        | 1,536.6 |                        |  | 1,596.9                |  
|Less
          amortization              |  |                        | (10.3   | )                      |  | (5.8                   | )
|                                         |  |                        |         |                        |  |                        |  
|                                         |  |                        | 1,526.3 |                        |  | 1,591.1                |  
|                                         |  |                        |         |                        |  |                        |  

F-13

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



Developed technology can be analyzed
      as follows:


|                                         |  | Dec
          31, 2004 |        | Dec
          31, 2003 |  | Dec
          31, 2002 |  
|---------------------------------------- |  | ---------------------- | ------ | ---------------------- |  | ---------------------- | -
|                                         |  |                        |        |                        |  |                        |  
|                                         |  | (€ in millions)        |       
|At
          the beginning of the period |  |                        | 578.3  |                        |  | 593.0                  |  
| capital
          expenditures         |  |                        | 0.0    |                        |  | 0.0                    |  
| disposals                              |  |                        | 0.0    |                        |  | 0.0                    |  
| new
          consolidated entities    |  |                        | 0.0    |                        |  | 0.0                    |  
| translation
          effect           |  |                        | (3.9   | )                      |  | (14.7                  | )
|                                         |  |                        |        |                        |  |                        |  
|                                         |  |                        | 574.4  |                        |  | 578.3                  |  
|Less
          amortization              |  |                        | (236.7 | )                      |  | (128.4                 | )
|                                         |  |                        |        |                        |  |                        |  
|                                         |  |                        | 337.7  |                        |  | 449.9                  |  
|                                         |  |                        |        |                        |  |                        |  

For the year 2004, we recognized
      amortization expense of €133.9 million related to intangible
      assets, of which developed technology and trademarks as follows:


|                            |  | Developedtechnology |       | Trademarks |  | Total | 
|--------------------------- |  | ------------------- | ----- | ---------- |  | ----- | 
|                            |  |                     |       |            |  |       | 
|                            |  | (€ in millions)     |      
|France                      |  |                     | 58.6  |            |  | 1.9   | 
|Italy                       |  |                     | 29.3  |            |  | 0.0   | 
|Rest
          of Europe    |  |                     | 7.9   |            |  | 0.4   | 
|USA                         |  |                     | 10.9  |            |  | 1.7   | 
|Rest
          of the world |  |                     | 3.3   |            |  | 0.9   | 
|                            |  |                     |       |            |  |       | 
|                            |  |                     | 110.0 |            |  | 4.9   | 
|                            |  |                     |       |            |  |       | 

Amortization expense of developed
      technology and trademarks for each of the five succeeding years is expected
      to be as follows:


|                    |  | Developedtechnology |      | Trademarks |  | Total | 
|------------------- |  | ------------------- | ---- | ---------- |  | ----- | 
|                    |  |                     |      |            |  |       | 
|                    |  | (€ in millions)     |     
|Year
          2005 |  |                     | 96.2 |            |  | 4.6   | 
|Year
          2006 |  |                     | 80.2 |            |  | 4.3   | 
|Year
          2007 |  |                     | 57.3 |            |  | 4.0   | 
|Year
          2008 |  |                     | 45.8 |            |  | 3.8   | 
|Year
          2009 |  |                     | 28.6 |            |  | 3.5   | 

Amortization of patents is included
      in research and development expenses.


F-14

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



|4) | Property, plant and
            equipment (note 1 (g))
|-- | ------------------------------------------------------

|   |                                                               
|-- | --------------------------------------------------------------
|a) | Analysis of net tangible
            assets by geographic area

Net tangible fixed assets, including
      capitalized leases, were as follows as of December 31, 2003:


|                                  |  | Dec
          31, 2003 |      
|--------------------------------- |  | ---------------------- | -----
|                                  |  | France                 |      
|                                  |  |                        |      
|                                  |  | (€ in millions)        |      
|Land                              |  |                        | 24.4 
|Buildings                         |  |                        | 156.4
|Machinery
          and equipment |  |                        | 186.4
|In
          progress and other   |  |                        | 34.5 
|                                  |  |                        |      
|                                  |  |                        | 401.7
|                                  |  |                        |      

Net tangible fixed assets, including
      capitalized leases, are as follows as of December 31, 2004:


|                                  |  | Dec
          31, 2004 |      
|--------------------------------- |  | ---------------------- | -----
|                                  |  | France                 |      
|                                  |  |                        |      
|                                  |  | (€ in millions)        |      
|Land                              |  |                        | 23.6 
|Buildings                         |  |                        | 144.7
|Machinery
          and equipment |  |                        | 157.7
|In
          progress and other   |  |                        | 27.9 
|                                  |  |                        |      
|                                  |  |                        | 353.9
|                                  |  |                        |      

|   |                                                   
|-- | --------------------------------------------------
|b) | Analysis of changes
            in tangible assets

Changes in property, plant and
      equipment, can be analyzed as follows:


|                               |  | Dec
          31, 2004 |      
|------------------------------ |  | ---------------------- | -----
|                               |  | France                 |      
|                               |  |                        |      
|                               |  | (€ in millions)        |      
|Capital
          expenditures |  |                        | 31.0 
|Disposals
          at NBV     |  |                        | (18.4
|Amortization
          expense |  |                        | (62.3
|Transfers                      |  |                        | 1.9  
|Translation
          effect   |  |                        | 0.0  
|                               |  |                        |      
|                               |  |                        | (47.8
|                               |  |                        |      
|                               |  |                        |      

|                                  |  | Dec
          31, 2004 |     
|--------------------------------- |  | ---------------------- | ----
|                                  |  | Capitalexpenditures    |     
|                                  |  |                        |     
|                                  |  | (€ in millions)        |     
|Land                              |  |                        | 0.0 
|Buildings                         |  |                        | 4.6 
|Machinery
          and equipment |  |                        | 43.7
|In
          progress and other   |  |                        | 38.7
|                                  |  |                        |     
|                                  |  |                        | 87.0
|                                  |  |                        |     



F-15

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



|c) | Property, plant and
            equipment include the following assets held under capital leases:
|-- | -------------------------------------------------------------------------------------------------
|   |                                                                                                  

|                                  |  | Dec
          31, 2004 |       | Dec
          31, 2003 |  | Dec
          31, 2002 |  
|--------------------------------- |  | ---------------------- | ----- | ---------------------- |  | ---------------------- | -
|                                  |  |                        |       |                        |  |                        |  
|                                  |  | (€ in millions)        |      
|                                  |  |                        |       |                        |  |                        |  
|Land                              |  |                        | 3.9   |                        |  | 3.9                    |  
|Buildings                         |  |                        | 36.7  |                        |  | 55.2                   |  
|Machinery
          and equipment |  |                        | 35.4  |                        |  | 7.6                    |  
|                                  |  |                        |       |                        |  |                        |  
|                                  |  |                        | 76.0  |                        |  | 66.7                   |  
|Less
          depreciation       |  |                        | (37.2 | )                      |  | (14.2                  | )
|                                  |  |                        |       |                        |  |                        |  
|                                  |  |                        | 38.8  |                        |  | 52.5                   |  
|                                  |  |                        |       |                        |  |                        |  

Decrease in buildings capital lease
      is due to exercise of purchase option for a building in Italy.


Increase in machinery and equipment
      capital lease is principally due to lease back of IT equipment in France.


|d) | Capital lease obligations
            are presented in the balance sheets as follows:
|-- | -------------------------------------------------------------------------------------
|   |                                                                                      

|                                |  | Dec
          31, 2004 |      | Dec
          31, 2003 |  | Dec
          31, 2002 | 
|------------------------------- |  | ---------------------- | ---- | ---------------------- |  | ---------------------- | 
|                                |  |                        |      |                        |  |                        | 
|                                |  | (€ in millions)        |     
|                                |  |                        |      |                        |  |                        | 
|Long-term
          borrowings  |  |                        | 18.5 |                        |  | 22.0                   | 
|Short-term
          borrowings |  |                        | 7.3  |                        |  | 5.8                    | 
|                                |  |                        |      |                        |  |                        | 
|                                |  |                        | 25.8 |                        |  | 27.8                   | 
|                                |  |                        |      |                        |  |                        | 

|   |                                                                                    
|-- | -----------------------------------------------------------------------------------
|e) | Future minimum lease
            payments related to capital leases are as follows:
|   |                                                                                    

|                                                           |  | Dec
          31, 2004 |      | Dec
          31, 2003 |  | Dec
          31, 2002 |  
|---------------------------------------------------------- |  | ---------------------- | ---- | ---------------------- |  | ---------------------- | -
|                                                           |  |                        |      |                        |  |                        |  
|                                                           |  | (€ in millions)        |     
|                                                           |  |                        |      |                        |  |                        |  
|Payable
          within one year                          |  |                        | 7.3  |                        |  | 7.3                    |  
|Payable
          in one to two years                      |  |                        | 8.1  |                        |  | 6.8                    |  
|Payable
          in two to three years                    |  |                        | 7.1  |                        |  | 6.1                    |  
|Payable
          in three to four years                   |  |                        | 3.2  |                        |  | 5.2                    |  
|Payable
          in four to five years                    |  |                        | 0.9  |                        |  | 2.2                    |  
|Payable
          beyond five years                        |  |                        | 1.8  |                        |  | 2.3                    |  
|                                                           |  |                        |      |                        |  |                        |  
|                                                           |  |                        | 28.4 |                        |  | 29.9                   |  
|Less
          interest portion                            |  |                        | (2.6 | )                      |  | (2.1                   | )
|                                                           |  |                        |      |                        |  |                        |  
|Present
            value of future minimum lease payments |  |                        | 25.8 |                        |  | 27.8                   |  
|                                                           |  |                        |      |                        |  |                        |  

|   |            
|-- | -----------
|5) | Investments

Investments which do not relate
      to consolidated companies are as follows:


|                                  |  | Dec
          31, 2004 |      | Dec
          31, 2003 |  | Dec
          31, 2002 | 
|--------------------------------- |  | ---------------------- | ---- | ---------------------- |  | ---------------------- | 
|                                  |  |                        |      |                        |  |                        | 
|                                  |  | (€ in millions)        |     
|                                  |  |                        |      |                        |  |                        | 
|Equity
          method investees |  |                        | 12.5 |                        |  | 11.7                   | 
|Other
          investments       |  |                        | 5.9  |                        |  | 10.1                   | 
|                                  |  |                        |      |                        |  |                        | 
|                                  |  |                        | 18.4 |                        |  | 21.8                   | 
|                                  |  |                        |      |                        |  |                        | 

F-16

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



The key figures, which relate to
      equity method investees, are as follows:


|                       |  | Dec
          31, 2004 |      | Dec
          31, 2003 |  | Dec
          31, 2002 | 
|---------------------- |  | ---------------------- | ---- | ---------------------- |  | ---------------------- | 
|                       |  |                        |      |                        |  |                        | 
|                       |  | (€ in millions)        |     
|                       |  |                        |      |                        |  |                        | 
|Net
          sales    |  |                        | 30.3 |                        |  | 27.8                   | 
|Net
          income   |  |                        | 3.0  |                        |  | 3.5                    | 
|Total
          assets |  |                        | 22.9 |                        |  | 22.9                   | 

|   |                         
|-- | ------------------------
|6) | Other non-current assets

The other non-current assets are
      as follows:


|                           |  | Dec
          31, 2004 |      | Dec
          31, 2003 |  | Dec
          31, 2002 | 
|-------------------------- |  | ---------------------- | ---- | ---------------------- |  | ---------------------- | 
|                           |  |                        |      |                        |  |                        | 
|                           |  | (€ in millions)        |     
|                           |  |                        |      |                        |  |                        | 
|Deferred
          charges |  |                        | 0.0  |                        |  | 11.6                   | 
|Softwares                  |  |                        | 11.5 |                        |  | 13.5                   | 
|Miscellaneous              |  |                        | 27.4 |                        |  | 68.8                   | 
|                           |  |                        |      |                        |  |                        | 
|                           |  |                        | 38.9 |                        |  | 93.9                   | 
|                           |  |                        |      |                        |  |                        | 

The line Miscellaneous includes
      principally debt issuance costs.


Debt issuance cost related to Senior
      credit agreement has been entirely written off following reimbursement
      of this facility.


|7) | Restricted cash
|-- | ---------------

Under the terms of the senior
      credit agreement (note 16), a bank deposit amounting to €150 million
      was required to be maintained in an account with the facility agent under
      the senior credit agreement and will be released according to the amortization
      schedule set forth below. The deposit earns interest based on market conditions
      and is available only for payments on the TSDIs or related derivative obligations.


Concomitant to the new facility
      agreement, the bank deposit has been released accordingly.


The remaining part concerns cash
      collateral related to other existing derivative obligations.


|     |  | Dec
          31, 2004 |      | Dec
          31, 2003 |  | Dec
          31, 2002 | 
|---- |  | ---------------------- | ---- | ---------------------- |  | ---------------------- | 
|     |  |                        |      |                        |  |                        | 
|     |  | (€ in millions)        |     
|     |  |                        |      |                        |  |                        | 
|2003 |  |                        |      |                        |  |                        | 
|2004 |  |                        |      |                        |  | 37.0                   | 
|2005 |  |                        | 27.0 |                        |  | 43.0                   | 
|2006 |  |                        | 0.0  |                        |  | 31.5                   | 
|2007 |  |                        | 0.0  |                        |  | 16.0                   | 
|     |  |                        |      |                        |  |                        | 
|     |  |                        | 27.0 |                        |  | 127.5                  | 
|     |  |                        |      |                        |  |                        | 

F-17

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



|8) | Inventories (note 1
            (h))
|-- | ------------------------------------

Inventories were revalued by €175.2 million
      as of the date of the acquisition of Legrand SA by the Group.


|                                            |  | Dec
          31, 2004 |       | Dec
          31, 2003 |  | Dec
          31, 2002 |  
|------------------------------------------- |  | ---------------------- | ----- | ---------------------- |  | ---------------------- | -
|                                            |  |                        |       |                        |  |                        |  
|                                            |  | (€ in millions)        |      
|Purchased
          raw-materials and parts |  |                        | 143.6 |                        |  | 129.5                  |  
|Sub-assemblies,
          work in process   |  |                        | 93.2  |                        |  | 89.1                   |  
|Finished
          goods                    |  |                        | 246.9 |                        |  | 227.7                  |  
|                                            |  |                        |       |                        |  |                        |  
|                                            |  |                        | 483.7 |                        |  | 446.3                  |  
|Less
          allowances                   |  |                        | (61.7 | )                      |  | (60.8                  | )
|                                            |  |                        |       |                        |  |                        |  
|                                            |  |                        | 422.0 |                        |  | 385.5                  |  
|                                            |  |                        |       |                        |  |                        |  

The reversal of this revaluation
      was as follows:


|                                |  | € inmillions |      
|------------------------------- |  | ------------ | -----
|                                |  |              |      
|Inventory
          revaluation |  |              | 175.2
|Reversal
          in 2002      |  |              | 49.4 
|Reversal
          in 2003      |  |              | 125.8
|                                |  |              |      

|   |                          
|-- | -------------------------
|9) | Trade accounts receivable
|   |                          

|                                    |  | Dec
          31, 2004 |       | Dec
          31, 2003 |  | Dec
          31, 2002 |  
|----------------------------------- |  | ---------------------- | ----- | ---------------------- |  | ---------------------- | -
|                                    |  |                        |       |                        |  |                        |  
|                                    |  | (€ in millions)        |      
|Trade
          accounts receivable |  |                        | 433.4 |                        |  | 428.0                  |  
|Notes
          receivable          |  |                        | 94.8  |                        |  | 115.1                  |  
|                                    |  |                        |       |                        |  |                        |  
|                                    |  |                        | 528.2 |                        |  | 543.1                  |  
|Less
          allowances           |  |                        | (32.5 | )                      |  | (33.2                  | )
|                                    |  |                        |       |                        |  |                        |  
|                                    |  |                        | 495.7 |                        |  | 509.9                  |  
|                                    |  |                        |       |                        |  |                        |  

The Group realizes over 95% of
      its sales from sales to distributors of electrical fittings, each of the
      two largest distributors representing approximately 13% of consolidated
      net sales.


|10) | Marketable securities
|--- | ---------------------

Marketable securities are carried
      at the lower of cost or market.


The fair values of the marketable
      securities are equal to the net book values.


|11) | Capital stock
|--- | -------------

Capital stock consists of the following:


|                                 |  | Dec
          31, 2004 |             | Dec
          31, 2003 |  | Dec
          31, 2002 | 
|-------------------------------- |  | ---------------------- | ----------- | ---------------------- |  | ---------------------- | 
|                                 |  |                        |             |                        |  |                        | 
|Common
          shares          |  |                        | 759,350,900 |                        |  | 759,350,900            | 
|Issued
          and outstanding |  |                        | 0           |                        |  | 0                      | 
|Held
          by the Group      |  |                        | 0           |                        |  | 0                      | 
|                                 |  |                        |             |                        |  |                        | 
|                                 |  |                        | 759,350,900 |                        |  | 759,350,900            | 
|                                 |  |                        |             |                        |  |                        | 

Due to the debt commitments, Legrand
      Holding SA can not pay any dividend to its shareholders.




F-18

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



|12) | Stock options and employee
            profit sharing
|--- | -----------------------------------------------------

|   |                                                  
|-- | -------------------------------------------------
|a) | Legrand Holding SA stock-option
            plans

The Company has a stock option
      plan under which stock options may be granted to purchase a specified number
      of common shares of the Company at an exercise price of €1.00/share
      and for a term of 9 years. Pursuant to the terms of the plan, stock options
      may be granted, at the discretion of the board of directors, to substantially
      all employees. Employees may not vest in any options, except upon the occurrence
      of certain specified events, prior to the eight-year anniversary of the
      date of the grant. In addition, the vesting of options is contingent upon
      the internal rate of return achieved with respect to Lumina Parents
      (the Companys ultimate parent) investment in the Company. As of December 31,
      2004, the Company had 1,692,653 options available for grant pursuant to
      existing authorizations under approved plans.


A summary of the activity pursuant
      to the Companys stock option plan is presented below:


|Subscription plan
|-----------------
|                 

|Balance
          at the end of 2002   |  |  | 0          |  
|-------------------------------------- |  |  | ---------- | -
|                                       |  |  |            |  
|Options
          granted              |  |  | 9,555,516  |  
|Options
          exercised            |  |  | 0          |  
|Options
          cancelled            |  |  | (597,000   | )
|                                       |  |  |            |  
|Balance
          at the end of 2003   |  |  | 8,958,516  |  
|                                       |  |  |            |  
|Options
          granted              |  |  | 2,298,200  |  
|Options
          exercised            |  |  | 0          |  
|Options
          cancelled            |  |  | (602,200   | )
|                                       |  |  |            |  
|Balance
            at the end of 2004 |  |  | 10,654,516 |  
|                                       |  |  |            |  

None of the outstanding options
      is exercisable as of December 31, 2004.


The fair value of the underlying
      shares at the dates of grant and at December 31, 2003 was €1.0
      per share. No compensation cost has been recorded in 2003. As at December 31,
      2004, that fair value is €1.4 per share. A compensation cost of €2.5 millions
      has been recognized in the expenses of the year.


|b) | Legrand SA stock-option
            plans
|-- | -----------------------------------------

In May 1999, the shareholders authorized
      the company to issue, until May 2004, up to 700,000 options to purchase
      or subscribe to common shares or preferred, non-voting shares. This option
      plan is open to all French employees. On December 13, 1999, the company
      established a new plan for the purchase of common shares, open to all French
      employees meeting certain limited employment qualifications. The exercise
      price is equal to the average opening market price of the shares on the
      Paris stock exchange for twenty trading days prior to December 13. The
      options may not be exercised for 5 years subsequent to the date of the
      grant and may be exercised for a period of 2 years subsequent to that date.
      Options granted do not vest for 5 years subsequent to the date of the grant
      and are forfeited if the employee is dismissed for wilful misconduct.


On November 21, 2000, the
      company established a new stock subscription plan open to all French employees
      meeting certain limited employment qualifications which options could be
      granted at a price equal to the average opening market price of the shares
      on the Paris stock exchange for twenty trading days prior to November 21,
      2000. The options may not be exercised for 5 years subsequent to the date
      of the grant and may be exercised for a period of 2 years subsequent to
      that date.


On November 13, 2001, the
      company established a new stock subscription plan open to all French employees
      meeting certain limited employment qualifications which options could be
      granted at a price equal to the average opening market price of the shares
      on the Paris stock exchange for twenty trading days prior to


F-19

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



November 13, 2001. The options
    may not be exercised for 4 years subsequent to the date of the grant and
    may be exercised for a period of 3 years subsequent to that date.

Holders of stock options granted
      by Legrand SA (other than holders of stock options granted in 2001) have
      the right to exchange the common and preferred non-voting shares resulting
      from the exercise of such stock options for Schneider shares pursuant
      to an undertaking provided by Schneider to the holders of such stock options
      during its public tender offer for Legrand SA.


On December 10, 2002, Legrand
      SAS and Schneider entered into a call and put option agreement whereby
      Schneider has agreed that it will sell to Legrand SAS, if Legrand SAS so
      wishes, and Legrand SAS has agreed to purchase, if Schneider so wishes,
      all common and preferred non-voting shares of Legrand SA held by Schneider
      as a result of the exercise of such stock options. The call options is
      exercisable by Legrand SAS for a period of six months from the date on
      which Schneider becomes the recorded owner of the relevant Legrand SA shares
      and the put option may be exercised by Schneider after six months and fifteen
      days from the date on which Schneider becomes the recorded owner of the
      relevant Legrand SA shares and in no event later than twelve months after
      such date.


Options subject to Schneiders
      stock options undertaking have exercise periods that continue through and
      until November 2007.


The shareholders meeting of Legrand
      SA approved major distribution of reserves for €375 million in
      2003 and for €675 million beginning 2004. In consequence the
      value and the number of options have been adjusted.


|Nature
            of the plans                                                     |  | Subscription |         | Purchase  | 
|----------------------------------------------------------------------------------- |  | ------------ | ------- | --------- | 
|Dates
            of attribution of options                                         |  | 1998         |         | 2000      | 
|Nature
            of shares offered                                                |  | common       |         | preferred | 
|                                                                                    |  |              |         |           | 
|Number
          of grantees                                                        |  |              | 6       |           | 
|Exercisable
          from                                                          |  |              | 10-1998 |           | 
|Exercisable
          until                                                         |  |              | 10-2004 |           | 
|                                                                                    |  |              |         |           | 
|Option
          price (in Euros) before retained earnings distribution             |  |              | 165.56  |           | 
|Option
          price (in Euros) after retained earnings distribution              |  |              | 121.20  |           | 
|                                                                                    |  |              |         |           | 
|Number
            of options granted                                               |  |              | 7,500   |           | 
|                                                                                    |  |              |         |           | 
|Options
          cancelled                                                         |  |              | (2,000  | )         | 
|                                                                                    |  |              |         |           | 
|Balance
          at the end of 2002                                                |  |              | 5,500   |           | 
|                                                                                    |  |              |         |           | 
|New
          options issued from retained earnings distribution as at Nov 15, 2003 |  |              | 513     |           | 
|Options
          exercised                                                         |  |              |         |           | 
|Options
          cancelled                                                         |  |              |         |           | 
|                                                                                    |  |              |         |           | 
|Balance
          at the end of 2003                                                |  |              | 6,013   |           | 
|                                                                                    |  |              |         |           | 
|New
          options issued from retained earnings distribution as at Mar 30, 2004 |  |              | 1,507   |           | 
|Options
          exercised                                                         |  |              | (7,520  | )         | 
|Options
          cancelled                                                         |  |              |         |           | 
|                                                                                    |  |              |         |           | 
|Balance
            at the end of 2004                                              |  |              | 0       |           | 
|                                                                                    |  |              |         |           | 

The fair value of options at the
      date of grant is calculated in compliance with FASB Statement No 123,
      using the Black-Scholes model, with the following assumptions:




F-20

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|Nature of the plans                  |  | Subscription |         | Purchase  | 
|------------------------------------ |  | ------------ | ------- | --------- | 
|Dates of attribution of options      |  | 1998         |         | 2000      | 
|Nature
            of shares offered |  | common       |         | preferred | 
|                                     |  |              |         |           | 
|Expected average life (years)        |  |              | 4 years |           | 
|Interest rate (5 years bonds)        |  |              | 3.50%   |           | 
|Implied volatility                   |  |              | 43.2    | %         | 
|Dividend yield                       |  |              | 1.0     | %         | 
|Fair value of the option (Euros)     |  |              | 93      |           | 

Had compensation cost been determined on the fair value at the grant date for awards since 1995, the effect on the companys state periods net income and earnings per share would have not been material.


|c) | Employee profit sharing
|-- | -----------------------

French law provides for employees to share in the profit of the French group companies to the extent that the profit after tax of such entities exceeds a certain level. Amounts accrued are generally payable to employees after a period of 5 years and bear interest at
varying, negotiated rates (from 5 to 9%).


In addition to this obligation, French group companies and certain foreign subsidiaries pay their employees a portion of their income calculated on the basis of predetermined formulas negotiated by each entity.


Employee profit sharing expense amounted to €27.7 million for the year 2004.


|13) | Accumulated deficits and foreign translation reserve
|--- | ----------------------------------------------------

|   |                     
|-- | --------------------
|a) | Accumulated deficits

Accumulated deficits of Legrand Holding SA and its consolidated subsidiaries can be analyzed as follows:


|                                            |  | Dec 31, 2004    |        | Dec 31, 2003 |  | Dec 31, 2002 |  
|------------------------------------------- |  | --------------- | ------ | ------------ |  | ------------ | -
|                                            |  |                 |        |              |  |              |  
|                                            |  | (€ in millions) |       
|                                            |  |                 |        |              |  |              |  
|Legal reserve (not distributable)           |  |                 | 0.0    |              |  | 0.0          |  
|Accumulated deficits                        |  |                 | (283.6 | )            |  | (255.8       | )
|Share of earnings of consolidated companies |  |                 | 0.0    |              |  | 0.0          |  
|                                            |  |                 |        |              |  |              |  
|                                            |  |                 | (283.6 | )            |  | (255.8       | )
|                                            |  |                 |        |              |  |              |  

|   |                                     
|-- | ------------------------------------
|b) | Foreign currency translation reserve

As specified in note 1 (c) the foreign currency translation reserve reflects the effects of currency fluctuations on financial statements of subsidiaries when they are translated into euros.


The foreign currency translation reserve includes an amount of €2.2 million, that is considered as a hedge of the net investment in the USA.


The foreign currency translation reserve records the impact of fluctuations in the following currencies:


|                 |  | Dec 31, 2004    |        | Dec 31, 2003 |  | Dec 31, 2002 |  
|---------------- |  | --------------- | ------ | ------------ |  | ------------ | -
|                 |  |                 |        |              |  |              |  
|                 |  | (€ in millions) |       
|                 |  |                 |        |              |  |              |  
|US dollar        |  |                 | (137.7 | )            |  | (92.0        | )
|Other currencies |  |                 | (3.1   | )            |  | 12.9         |  
|                 |  |                 |        |              |  |              |  
|                 |  |                 | (140.8 | )            |  | (79.1        | )
|                 |  |                 |        |              |  |              |  

The line other currencies mainly refers to the area rest of the world (note 27).


F-21

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|14) | Subordinated perpetual notes (TSDIs)
|--- | ------------------------------------

In December 1990 and March 1992, Legrand SA issued, at par, subordinated perpetual notes with nominal values of €457 million and €305 million, respectively.


The subordinated perpetual notes have no stated due date or maturity and Legrand SA has no obligation to redeem them unless Legrand SA enters into liquidation or voluntary dissolution, or if a final judgment is entered ordering the sale of the entire business of
Legrand SA. In such case, redemption of the principal of the subordinated perpetual notes would be subordinated to the complete payment of all creditors, excluding any participating loans (prêts participatifs) or participating securities (titres participatifs) that might be
outstanding.


At the time of issuance, agreements were entered into with third party companies who will repurchase the securities from the holders fifteen years after issuance. In accordance with these agreements, and in return for initial lump sum payments of €100 million and77 million, these companies have agreed to relinquish any rights to interest on these securities after that time. Until the time of this repurchase, third party is obligated to make periodic interest payments on the nominal value, calculated at a rate indexed to the Paris inter-
bank offered rate (EURIBOR). In accordance with French tax instructions, these payments are only tax deductible for the portion representing the net proceeds of the issue.


The payment of interest on the subordinated perpetual notes can be suspended if (i) Legrand SAs consolidated net equity falls below €412 million, (ii) Legrand SA has not paid an ordinary dividend (excluding dividends paid on preferred, non-voting shares and first
statutory dividend) and (iii) no interim dividend has been declared. Deferred payments would bear interest, would not be subordinated in case of liquidation and would be paid before the payment of any ordinary dividend.


In order to manage its exposure to interest rate changes, semi-annual payments have been hedged using interest rate swaps. The payments, taking into account the effect of the swap agreements, represented on an annual basis, 10.3% and 10.7% of the average residual
carrying value for each of the years 2004 and 2003, respectively.


The amortization of the residual carrying value, in the balance sheet is as follows:


|                              |  | Dec 31, 2004    |     
|----------------------------- |  | --------------- | ----
|                              |  |                 |     
|                              |  | (€ in millions) |     
|Payable within one year       |  |                 | 40.5
|Payable in one to two years   |  |                 | 19.0
|Payable in two to three years |  |                 | 9.4 
|                              |  |                 |     
|                              |  |                 | 68.9
|                              |  |                 |     

|    |                           
|--- | --------------------------
|15) | Payment in kind loan (PIK)

The Subordinated Shareholder PIK Loan bears interest at 5% per annum and is payable in full, together with accrued interest, in 2026. The Subordinated Shareholder PIK Loan was subscribed by a subsidiary of the Groups ultimate parent, Lumina Parent Sarl.


F-22

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|16) | Long-term borrowings
|--- | --------------------

Long term borrowings can be analyzed as follows:


|                           |  | Dec 31, 2004    |         | Dec 31, 2003 |  | Dec 31, 2002 | 
|-------------------------- |  | --------------- | ------- | ------------ |  | ------------ | 
|                           |  |                 |         |              |  |              | 
|                           |  | (€ in millions) |        
|                           |  |                 |         |              |  |              | 
|Senior credit agreement    |  |                 | 0.0     |              |  | 1,323.8      | 
|Mezzanine Credit Agreement |  |                 | 0.0     |              |  | 0.0          | 
|Facility Agreement         |  |                 | 847.5   |              |  | 0.0          | 
|High-Yield notes           |  |                 | 601.1   |              |  | 601.1        | 
|81⁄2% debentures             |  |                 | 285.2   |              |  | 306.7        | 
|Other long-term borrowings |  |                 | 17.4    |              |  | 77.2         | 
|                           |  |                 |         |              |  |              | 
|                           |  |                 | 1,751.2 |              |  | 2,308.8      | 
|                           |  |                 |         |              |  |              | 

Long-term borrowings are denominated in the following currencies:


|                 |  | Dec 31, 2004    |         | Dec 31, 2003 |  | Dec 31, 2002 | 
|---------------- |  | --------------- | ------- | ------------ |  | ------------ | 
|                 |  |                 |         |              |  |              | 
|                 |  | (€ in millions) |        
|                 |  |                 |         |              |  |              | 
|Euro             |  |                 | 1,455.1 |              |  | 1,928.9      | 
|US Dollar        |  |                 | 295.2   |              |  | 373.7        | 
|Other currencies |  |                 | 0.9     |              |  | 6.2          | 
|                 |  |                 |         |              |  |              | 
|                 |  |                 | 1,751.2 |              |  | 2,308.8      | 
|                 |  |                 |         |              |  |              | 

Maturity dates are as follows:


|                               |  | Dec 31, 2004    |         | Dec 31, 2003 |  | Dec 31, 2002 | 
|------------------------------ |  | --------------- | ------- | ------------ |  | ------------ | 
|                               |  |                 |         |              |  |              | 
|                               |  | (€ in millions) |        
|Payable in one to two years    |  |                 | 162.7   |              |  | 123.2        | 
|Payable in two to three years  |  |                 | 161.4   |              |  | 106.3        | 
|Payable in three to four years |  |                 | 158.1   |              |  | 132.2        | 
|Payable in four to five years  |  |                 | 381.7   |              |  | 151.2        | 
|Payable beyond five years      |  |                 | 887.3   |              |  | 1,795.9      | 
|                               |  |                 |         |              |  |              | 
|                               |  |                 | 1,751.2 |              |  | 2,308.8      | 
|                               |  |                 |         |              |  |              | 

Interest rates on long-term borrowings are as follows:


|                          |  | Dec 31, 2004
  (€ in millions) |         | average interestrate after SWAPtransaction | 
|------------------------- |  | ------------------------------ | ------- | ------------------------------------------ | 
|Facility Credit Agreement |  |                                | 847.5   |                                            | 
|High-Yield notes          |  |                                | 601.1   |                                            | 
|81⁄2% debentures            |  |                                | 285.2   |                                            | 
|Other borrowings          |  |                                | 0.0     |                                            | 
|Capital lease obligations |  |                                | 17.4    |                                            | 
|                          |  |                                |         |                                            | 
|                          |  |                                | 1,751.2 |                                            | 
|                          |  |                                |         |                                            | 

F-23

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

These borrowings are collateralized as follows:


|                                                        |  | Dec 31, 2004    |       | Dec 31, 2003 |  | Dec 31, 2002 | 
|------------------------------------------------------- |  | --------------- | ----- | ------------ |  | ------------ | 
|                                                        |  |                 |       |              |  |              | 
|                                                        |  | (€ in millions) |      
|Assets mortgaged or pledged as collateral               |  |                 | 3.5   |              |  | 13.4         | 
|Guarantees given to banks                               |  |                 | 17.9  |              |  | 18.0         | 
|Guarantees given under the Senior credit agreement      |  |                 | 0.0   |              |  | 1,615.0      | 
|Legrand SA shares pledge given under Facility agreement |  |                 | 925.2 |              |  | 0.0          | 
|                                                        |  |                 |       |              |  |              | 
|                                                        |  |                 | 946.6 |              |  | 1,646.4      | 
|                                                        |  |                 |       |              |  |              | 

|   |                   
|-- | ------------------
|a) | Facility agreement

In December 2004 Legrand Holding refinanced the €2,222 million senior secured facilities which were put in place in 2002 by a new €1,400 million syndicated loan facility.


The €1,400 million syndicated loan facility is made of a 5 year multicurrency term loan of €700 million and a 5 year multicurrency revolving credit facility of €700 million both due in 2009.


Repayment of the 5 year multicurrency term loan is to be made in semi-annual instalments (in amounts of €77.8 million) commencing on December 17, 2005 and ending December 2009. The revolving credit facility may be utilized by way of drawing of loans and
shall be repaid on the last day of its interest period.


The interest of the 5 year term loan and the 5 year revolving credit facility will be the aggregate of (i) a margin determined quarterly and (ii) EURIBOR. The opening margin for the initial interest period ending June 30, 2005 will be 60 basis points. Interests are
payable on the last day of each Interest Period or every six months in the case of interest periods longer than six months.


Issuance costs related to the €2,222 million senior secured facilities have been capitalized and amortized over the duration of the senior secured facilities. As a consequence of the anticipated reimbursement of the senior secured facilities in December 2004, the net
value of the issuance costs related to the senior secured facilities have been written off for their remaining amount of €50.7 million on December 31, 2004 and accounted in our income statement under the Loss on extinguishment of debt item.


As of December 31, 2004, the following schedule summarizes the future principal payments required by the Group under the Facility agreement:


|                               |  | Dec 31, 2004    |      
|------------------------------ |  | --------------- | -----
|                               |  |                 |      
|                               |  | (€ in millions) |      
|Within one year                |  |                 | 77.7 
|Payable in one to two years    |  |                 | 155.6
|Payable in two to three years  |  |                 | 155.6
|Payable in three to four years |  |                 | 155.6
|Payable in four to five years  |  |                 | 380.7
|Payable beyond five years      |  |                 | 0.0  
|                               |  |                 |      
|                               |  |                 | 925.2
|                               |  |                 |      

The Facility agreement can be analyzed as follows:


|                     |  | Dec 31, 2004    |       | Maturity |  | Interestrates | 
|-------------------- |  | --------------- | ----- | -------- |  | ------------- | 
|                     |  |                 |       |          |  |               | 
|                     |  | (€ in millions) |       |          |  |               | 
| Term Facility      |  |                 | 700.0 |          |  | 2009          | 
| Revolving Facility |  |                 | 225.2 |          |  | 2009          | 
|                     |  |                 |       |          |  |               | 

F-24

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|b) | High Yield notes
|-- | ----------------

On February 12, 2003, the Group issued (i) $350 million of senior notes due in 2013 and bearing interest at 101⁄2% per annum and (ii) €277.5 million of senior notes due in 2013 and bearing interest at 11% per annum (the high yield bonds). The gross proceeds
of the issuance of the high yield bonds amounted to €601.1 million.


|c) | 81⁄2% Debentures (Yankee bonds)
|-- | -----------------------------

On February 14, 1995, Legrand SA issued on the United States public market $400 million of 81⁄2% debentures due February 15, 2025. Interest on the debentures is payable semi-annually in arrears on February 15 and August 15 of each year, beginning August 15,
1995.


The debentures are not subject to any sinking fund and are not redeemable prior to maturity, except upon the occurrence of certain changes in the law requiring the payment of amounts in addition to the principal and interest. Should Legrand SA, by law, not be
permitted to pay any such additional amounts, redemption generally would be mandatory or, if such amounts could be paid, Legrand SA may, at its option, redeem all  but not part  of the debentures. Each holder of the debentures may also require Legrand SA to
repurchase its debentures upon the occurrence of a hostile change of control.


In connection with the issuance of the debentures, Legrand SA also entered into interests rate swap agreements (see note 24 a).


Legrand SA has used a portion of this borrowing for the acquisition of certain operations in the United States.


|d) | Other long-term borrowings
|-- | --------------------------

The other long-term borrowings, individually, are not significant, none of them exceeding €10 million.


|e) | Further borrowings capacity
|-- | ---------------------------

As of December 31, 2004, a further €730.5 million were available for borrowing as part of the facilities granted under the Facility agreement (€474.8 million under a Revolver facility and €255.7 million under other baskets).


|17) | Other non-current liabilities
|--- | -----------------------------

Long-term liabilities are as follows:


|                                             |  | Dec 31, 2004    |       | Dec 31, 2003 |  | Dec 31, 2002 | 
|-------------------------------------------- |  | --------------- | ----- | ------------ |  | ------------ | 
|                                             |  |                 |       |              |  |              | 
|                                             |  | (€ in millions) |      
|Retirement indemnities in France*            |  |                 | 22.1  |              |  | 19.7         | 
|End of contract indemnities in Italy*        |  |                 | 47.4  |              |  | 46.8         | 
|Other retirement indemnities and benefits*   |  |                 | 57.5  |              |  | 51.9         | 
|Employees profit sharing (long-term portion) |  |                 | 25.2  |              |  | 35.0         | 
|Other long-term liabilities                  |  |                 | 73.2  |              |  | 73.9         | 
|                                             |  |                 |       |              |  |              | 
|                                             |  |                 | 225.4 |              |  | 227.3        | 
|                                             |  |                 |       |              |  |              | 

| | 
| | 

|* | Those items represent long-term portion of pension and post-retirement benefits (€127 million). The short-term portion of €8.8 million is classified in other short-term liabilities. Thus total amount of those liabilities is €135.8 million and is detailed in note 17 (a), which shows
a total liability of €245.7 million less a total asset of €109.9 million.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-25

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



|a) | Total pension and post-retirement
            benefit of the group
|-- | ------------------------------------------------------------------

The global obligation of the Groups
      pension and post retirement plans, including short-term and long-term liabilities,
      and consisting primarily of the plans in France, Italy, the United States
      of America and the United Kingdom, is as follows:


|                                                                     |  | Dec
          31, 2004 |       | Dec
          31, 2003 | 
|-------------------------------------------------------------------- |  | ---------------------- | ----- | ---------------------- | 
|                                                                     |  |                        |       |                        | 
|                                                                     |  | (€ in millions)        |      
|Projected
            benefits obligation (PBO)                      |  |                        |       |                        | 
|Accumulated
          PBO beginning of period                        |  |                        | 233.0 |                        | 
|Goodwill
          allocation                                        |  |                        | 0.0   |                        | 
|Service
          cost                                               |  |                        | 17.5  |                        | 
|Interest
          cost                                              |  |                        | 10.4  |                        | 
|Benefits
          paid                                              |  |                        | (25.2 | )                      | 
|Employee
          contribution                                      |  |                        | 0.4   |                        | 
|Plan
          amendment                                             |  |                        | 0.3   |                        | 
|Actuarial
          loss (gain)                                      |  |                        | 6.9   |                        | 
|Curtailments,
          settlements, special termination benefits    |  |                        | 1.7   |                        | 
|Foreign
          currency translation                               |  |                        | (5.3  | )                      | 
|Reclassification
          P&S                                       |  |                        | 6.0   |                        | 
|                                                                     |  |                        |       |                        | 
|Accumulated
            PBO end of period (I)                        |  |                        | 245.7 |                        | 
|                                                                     |  |                        |       |                        | 
|                                                                     |  |                        |       |                        | 
|Plan
            assets at fair value                                |  |                        |       |                        | 
|Fair
          value of plan assets, beginning of period             |  |                        | 110.8 |                        | 
|Actual
          return on plan assets                               |  |                        | 7.8   |                        | 
|Employer
          contribution                                      |  |                        | 9.7   |                        | 
|Plan
          participant contributions                             |  |                        | 0.4   |                        | 
|Benefits
          paid                                              |  |                        | (15.4 | )                      | 
|Foreign
          currency translation                               |  |                        | (3.4  | )                      | 
|                                                                     |  |                        |       |                        | 
|Fair
            value of plan assets, end of period (II)            |  |                        | 109.9 |                        | 
|                                                                     |  |                        |       |                        | 
|                                                                     |  |                        |       |                        | 
|Pension
            liability recognised in balance sheet (I)  (II) |  |                        | 135.8 |                        | 
|Short-term
          liability                                       |  |                        | 8.8   |                        | 
|                                                                     |  |                        |       |                        | 
|Long-term
          liability                                        |  |                        | 127.0 |                        | 
|                                                                     |  |                        |       |                        | 

The impact on the consolidated
      income is as follows:


|                                                                     |  | Dec
          31, 2004 |       | Dec
          31, 2003 |  | Dec
          31, 2002 |  
|-------------------------------------------------------------------- |  | ---------------------- | ----- | ---------------------- |  | ---------------------- | -
|                                                                     |  |                        |       |                        |  |                        |  
|                                                                     |  | (€ in millions)        |      
|Service
          cost  rights newly acquired                       |  |                        | (17.5 | )                      |  | (22.4                  | )
|Service
          cost  cancellation of previous rights             |  |                        | 0.0   |                        |  | 0.0                    |  
|Payments
          of rights (net of cancellation of prior reserves) |  |                        | 0.0   |                        |  | 0.0                    |  
|Interest
          cost                                              |  |                        | (17.3 | )                      |  | (13.1                  | )
|Other                                                                |  |                        | (2.4  | )                      |  | 0.0                    |  
|Net
          revenue of fund                                        |  |                        | 7.8   |                        |  | 18.5                   |  
|                                                                     |  |                        |       |                        |  |                        |  
|                                                                     |  |                        | (29.4 | )                      |  | (17.0                  | )
|                                                                     |  |                        |       |                        |  |                        |  

F-26

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



The pension plan weighted-average
      asset allocation is as follows as at December 31, 2004:


|                                  |  |        |       | United
          States |  |       |  | 
|--------------------------------- |  | ------ | ----- | ----------------------- |  | ----- |  | 
|                                  |  |        |       | and
          United    |  |       |  | 
|                                  |  | France |       | Kingdom                 |  | Total | 
|                                  |  |        |       |                         |  |       |  | 
|                                  |  |        | %    
|Equity
          security         |  |        | 0.0   |                         |  | 55.0  |  | 
|Debt
          security           |  |        | 0.0   |                         |  | 30.0  |  | 
|Insurance
          company funds |  |        | 100.0 |                         |  | 15.0  |  | 
|                                  |  |        |       |                         |  |       |  | 
|                                  |  |        | 100.0 |                         |  | 100.0 |  | 
|                                  |  |        |       |                         |  |       |  | 

|   |                                                           
|-- | ----------------------------------------------------------
|b) | Provision for retirement
            indemnities in France

Based on labor agreements or internal
      conventions, the employees of the Group may be entitled to retirement indemnities,
      as well as complementary pensions in addition to those acquired in compliance
      with legal obligations in force in each country.


The provisions recorded in the
      consolidated balance sheet concern only rights which are not definitively
      acquired and the Group has no obligation with respect to rights definitively
      acquired by former employees, such rights having been duly paid at the
      time of their retirement, either directly or through insurance companies.


Provision recorded in the consolidated
      balance sheet amounts to €34 million as of December 31,
      2004, that is the difference between an Accumulated Projected Benefit Obligation
      of €59 million and the fair-value of the attached plan assets
      of €25 million.


The computation of these obligations
      was based on turnover, mortality, and assumptions of increase of salaries
      and discount rates. In France, the calculation was based on an assumption
      of an increase of salaries of 3.00% and a discount rate of 4.50%.


Accordingly, the provision recorded
      in the consolidated balance sheet corresponds to the portion of the global
      obligation remaining payable by Legrand SA; this amount is equal to the
      difference between the global obligation recalculated at each closing,
      based on assumptions described above, and the net residual value of the
      fund at this same date.


|c) | Provision for end-of-contract
            indemnities in Italy
|-- | --------------------------------------------------------------

In accordance with employment legislation
      in force in Italy, provisions for end-of-contract indemnities have been
      established in the accounts of the Italian companies (€52 million
      as of December 31, 2004). The accrued benefits are defined by law
      and amounts to approximately one month of remuneration per year of service.
      Amounts attributed to an employee are revalued each year in accordance
      with a specific index published by the government. Such amounts are fully
      vested and are paid at the time an employee leaves. The companies have
      no further liability to the employee once such payment is made.


The computation of the obligations
      was based on turnover, mortality, and assumptions of increase in salaries
      and discount rates. In Italy, the calculation was based on an assumption
      of an increase in salaries of 2.50%, a discount rate of 4.37%.


|d) | Provision for retirement
            indemnities and other postretirement benefits in the United States
            and the United Kingdom
|-- | ------------------------------------------------------------------------------------------------------------------------------------------

In the United States and the United
      Kingdom, the Group provides pension benefits for employees and health care
      and life insurance for certain retired employees.


The pension benefits above amount
      to €132 million as of December 31, 2004. This amount is
      compensated by pension fund assets and provisions estimated at €86 million
      as of December 31, 2004.




F-27

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



The computation of the future obligations
      was based on turnover, mortality, and assumptions of increase in salaries
      and discount rates. In the United Sates of America, the calculation was
      based on an assumption of an increase in salaries of 4.25%, a discount
      rate of 5.84% and an expected return on plan assets of 7%. In the United
      Kingdom, the calculation was based on an assumption of an increase in salaries
      of 2.96%, a discount rate of 5.3% and an expected return on plan assets
      of 7.00%.


|18) | Short-term borrowings
|--- | ---------------------



|                                            |  | Dec
          31, 2004 |       | Dec
          31, 2003 |  | Dec
          31, 2002 | 
|------------------------------------------- |  | ---------------------- | ----- | ---------------------- |  | ---------------------- | 
|                                            |  |                        |       |                        |  |                        | 
|                                            |  | (€ in millions)        |      
|Current
          portion of long-term debt |  |                        | 81.0  |                        |  | 54.2                   | 
|Current
          portion of capital leases |  |                        | 7.3   |                        |  | 5.8                    | 
|Commercial
          paper                  |  |                        | 0.0   |                        |  | 0.0                    | 
|Bank
          overdrafts                   |  |                        | 80.9  |                        |  | 39.4                   | 
|Other
          short-term borrowings       |  |                        | 84.6  |                        |  | 31.4                   | 
|                                            |  |                        |       |                        |  |                        | 
|                                            |  |                        | 253.8 |                        |  | 130.8                  | 
|                                            |  |                        |       |                        |  |                        | 

|    |                          
|--- | -------------------------
|19) | Other current liabilities
|    |                          

|                                                        |  | Dec
          31, 2004 |       | Dec
          31, 2003 |  | Dec
          31, 2002 | 
|------------------------------------------------------- |  | ---------------------- | ----- | ---------------------- |  | ---------------------- | 
|                                                        |  |                        |       |                        |  |                        | 
|                                                        |  | (€ in millions)        |      
|Tax
          liabilities                               |  |                        | 97.9  |                        |  | 63.8                   | 
|Accrued
          salaries and payroll taxes            |  |                        | 139.9 |                        |  | 132.6                  | 
|Short-term
          portion of employee profit sharing |  |                        | 3.0   |                        |  | 6.0                    | 
|Payables
          related to fixed asset acquisitions  |  |                        | 16.0  |                        |  | 11.2                   | 
|Amounts
          due for services                      |  |                        | 58.1  |                        |  | 58.6                   | 
|Customer
          advance payments                     |  |                        | 1.8   |                        |  | 1.6                    | 
|Others                                                  |  |                        | 16.6  |                        |  | 54.6                   | 
|                                                        |  |                        |       |                        |  |                        | 
|                                                        |  |                        | 333.3 |                        |  | 328.4                  | 
|                                                        |  |                        |       |                        |  |                        | 

|    |                                         
|--- | ----------------------------------------
|20) | Analysis of certain
            expenses

|   |                                                                                          
|-- | -----------------------------------------------------------------------------------------
|a) | Operating expenses include,
            in particular, the following categories of costs:
|   |                                                                                          

|                                                 |  | Statutory
          periodfromJan 01, 2004 toDec 31, 2004 |        | Period
          fromJan 01, 2003 toDec 31, 2003 |  | Period
          fromAug 01, 2002 toDec 31, 2002 |   | Statutory
          periodfromAug 01, 2002 toDec 31, 2003 |        | Statutory
          periodfromJan 01, 2002 toJul 31, 2002 | 
|------------------------------------------------ |  | --------------------------------------------------------- | ------ | ------------------------------------------------ |  | ------------------------------------------------ | - | --------------------------------------------------------- | ------ | --------------------------------------------------------- | 
|                                                 |  |                                                           |        |                                                  |  |                                                  |   |                                                           |        |                                                           | 
|                                                 |  | (€ in millions)                                           |       
|Consumption
          of raw-materials and parts |  |                                                           | (855.7 | )                                                |  | (762.0                                           | ) |                                                           | (125.0 | )                                                         | 
|                                                 |  |                                                           |        |                                                  |  |                                                  |   |                                                           |        |                                                           | 
|Salaries
          and related payroll taxes     |  |                                                           | (832.9 | )                                                |  | (836.5                                           | ) |                                                           | (71.0  | )                                                         | 
|Employees
          profit sharing               |  |                                                           | (27.7  | )                                                |  | (21.8                                            | ) |                                                           | 0.0    |                                                           | 
|                                                 |  |                                                           |        |                                                  |  |                                                  |   |                                                           |        |                                                           | 
|Total
            cost of personnel              |  |                                                           | (860.6 | )                                                |  | (858.3                                           | ) |                                                           | (71.0  | )                                                         | 
|                                                 |  |                                                           |        |                                                  |  |                                                  |   |                                                           |        |                                                           | 

The headcount of the Group on a
      consolidated basis as of December 31, 2004 amounts to 24,775.


F-28

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



|b) | Other income (expenses)
            include:
|-- | --------------------------------------------
|   |                                             

|                                                  |  | Statutory
          periodfromJan 01, 2004 toDec 31, 2004 |       | Period
          fromJan 01, 2003 toDec 31, 2003 |  | Period
          fromAug 01, 2002 toDec 31, 2002 |   | Statutory
          periodfromAug 01, 2002 toDec 31, 2003 |      | Statutory
          periodfromJan 01, 2002 toJul 31, 2002 | 
|------------------------------------------------- |  | --------------------------------------------------------- | ----- | ------------------------------------------------ |  | ------------------------------------------------ | - | --------------------------------------------------------- | ---- | --------------------------------------------------------- | 
|                                                  |  |                                                           |       |                                                  |  |                                                  |   |                                                           |      |                                                           | 
|                                                  |  | (€ in millions)                                           |      
|Exchange
          and translation gains (losses) |  |                                                           | 14.2  |                                                  |  | 3.5                                              |   |                                                           | 2.0  |                                                           | 
|Others                                            |  |                                                           | (28.2 | )                                                |  | (43.9                                            | ) |                                                           | (8.0 | )                                                         | 
|                                                  |  |                                                           |       |                                                  |  |                                                  |   |                                                           |      |                                                           | 
|                                                  |  |                                                           | (14.0 | )                                                |  | (40.4                                            | ) |                                                           | (6.0 | )                                                         | 
|                                                  |  |                                                           |       |                                                  |  |                                                  |   |                                                           |      |                                                           | 

The caption Others as
      of December 31, 2004, relates principally to restructuring charges.
      Provisions for restructuring charges can be analyzed as follows:


|                                         |  | Dec
          31, 2004 |      
|---------------------------------------- |  | ---------------------- | -----
|                                         |  |                        |      
|                                         |  | (€in millions)         |      
|At
          the beginning of the period |  |                        | 22.8 
| new
          consolidated companies   |  |                        | 0.0  
| new
          accruals                 |  |                        | 19.9 
| reversal
          of accruals         |  |                        | (19.4
| translation
          effect           |  |                        | 0.1  
|                                         |  |                        |      
|At
          the end of the period       |  |                        | 23.4 
|                                         |  |                        |      



|21) | Interest income (expense)
|--- | -------------------------
|    |                          

|                                                        |  | StatutoryperiodfromJan 01, 2004toDec 31, 2004 |        | Period
          fromJan 01, 2003toDec 31, 2003 |  | Period
          fromAug 01, 2002toDec 31, 2002 |   | StatutoryperiodfromAug 01, 2002toDec 31, 2003 |       | StatutoryperiodfromJan 01, 2002toJul 31, 2002 | 
|------------------------------------------------------- |  | --------------------------------------------- | ------ | ----------------------------------------------- |  | ----------------------------------------------- | - | --------------------------------------------- | ----- | --------------------------------------------- | 
|                                                        |  |                                               |        |                                                 |  |                                                 |   |                                               |       |                                               | 
|                                                        |  | (€ in millions)                               |       
|                                                        |  |                                               |        |                                                 |  |                                                 |   |                                               |       |                                               | 
|Interest
          income                               |  |                                               | 4.3    |                                                 |  | 65.3                                            |   |                                               | 6.0   |                                               | 
|Interest
          expense                              |  |                                               | (198.2 | )                                               |  | (223.3                                          | ) |                                               | (24.0 | )                                             | 
|                                                        |  |                                               |        |                                                 |  |                                                 |   |                                               |       |                                               | 
|                                                        |  |                                               | (193.9 | )                                               |  | (158.0                                          | ) |                                               | (18.0 | )                                             | 
|Interest
          on subordinated securities (note 14) |  |                                               | (47.1  | )                                               |  | (36.3                                           | ) |                                               | (2.0  | )                                             | 
|                                                        |  |                                               |        |                                                 |  |                                                 |   |                                               |       |                                               | 
|                                                        |  |                                               | (241.0 | )                                               |  | (194.3                                          | ) |                                               | (20.0 | )                                             | 
|Less
          capitalized interest                     |  |                                               | 0.0    |                                                 |  | 0.0                                             |   |                                               | 0.0   |                                               | 
|                                                        |  |                                               |        |                                                 |  |                                                 |   |                                               |       |                                               | 
|                                                        |  |                                               | (241.0 | )                                               |  | (194.3                                          | ) |                                               | (20.0 | )                                             | 
|                                                        |  |                                               |        |                                                 |  |                                                 |   |                                               |       |                                               | 

The 2003 financial result included
      a €56.8 million realized gain subsequent to the novation swap
      agreement (note 24 (a)).


F-29

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)



|22) | Income taxes (current
            and deferred)
|--- | -----------------------------------------------

Income before taxes, minority interests
      and equity in earnings of investees is as follows:


|                         |  | StatutoryperiodfromJan 01, 2004toDec 31, 2004 |        | Period
          fromJan 01, 2003toDec 31, 2003 |  | Period
          fromAug 01, 2002toDec 31, 2002 |   | StatutoryperiodfromAug 01, 2002toDec 31, 2003 |        | StatutoryperiodfromJan 01, 2002toJul 31, 2002 | 
|------------------------ |  | --------------------------------------------- | ------ | ----------------------------------------------- |  | ----------------------------------------------- | - | --------------------------------------------- | ------ | --------------------------------------------- | 
|                         |  |                                               |        |                                                 |  |                                                 |   |                                               |        |                                               | 
|                         |  | (€ in millions)                               |       
|France                   |  |                                               | (117.8 | )                                               |  | (127.5                                          | ) |                                               | (179.0 | )                                             | 
|Outside
          France |  |                                               | 127.6  |                                                 |  | (8.9                                            | ) |                                               | 17.0   |                                               | 
|                         |  |                                               |        |                                                 |  |                                                 |   |                                               |        |                                               | 
|                         |  |                                               | 9.8    |                                                 |  | (136.4                                          | ) |                                               | (162.0 | )                                             | 
|                         |  |                                               |        |                                                 |  |                                                 |   |                                               |        |                                               | 

The December 31, 2003 and
      December 31, 2002 figures comprise respectively an inventory reversal
      of €125.8 million and €49.4 million. For each period,
      these amounts increased the cost of sales and decreased the income before
      taxes (note 8).


Income tax expense consists of
      the following:


|                                 |  | StatutoryperiodfromJan 01, 2004toDec 31, 2004 |       | Period
          fromJan 01, 2003toDec 31, 2003 |  | Period
          fromAug 01, 2002toDec 31, 2002 |   | StatutoryperiodfromAug 01, 2002toDec 31, 2003 |      | StatutoryperiodfromJan 01, 2002toJul 31, 2002 | 
|-------------------------------- |  | --------------------------------------------- | ----- | ----------------------------------------------- |  | ----------------------------------------------- | - | --------------------------------------------- | ---- | --------------------------------------------- | 
|                                 |  |                                               |       |                                                 |  |                                                 |   |                                               |      |                                               | 
|                                 |  | (€ in millions)                               |      
|                                 |  |                                               |       |                                                 |  |                                                 |   |                                               |      |                                               | 
|Current
          income taxes:  |  |                                               |       |                                                 |  |                                                 |   |                                               |      |                                               | 
|France                           |  |                                               | 0.5   |                                                 |  | 0.0                                             |   |                                               | 0.0  |                                               | 
|Outside
          France         |  |                                               | (68.0 | )                                               |  | (60.3                                           | ) |                                               | (8.0 | )                                             | 
|                                 |  |                                               |       |                                                 |  |                                                 |   |                                               |      |                                               | 
|                                 |  |                                               | (67.5 | )                                               |  | (60.3                                           | ) |                                               | (8.0 | )                                             | 
|Deferred
          income taxes: |  |                                               |       |                                                 |  |                                                 |   |                                               |      |                                               | 
|France                           |  |                                               | 23.5  |                                                 |  | 17.2                                            |   |                                               | 36.0 |                                               | 
|Outside
          France         |  |                                               | 5.0   |                                                 |  | 51.1                                            |   |                                               | 1.0  |                                               | 
|                                 |  |                                               |       |                                                 |  |                                                 |   |                                               |      |                                               | 
|                                 |  |                                               | 28.5  |                                                 |  | 68.3                                            |   |                                               | 37.0 |                                               | 
|Total
          income taxes:    |  |                                               |       |                                                 |  |                                                 |   |                                               |      |                                               | 
|France                           |  |                                               | 24.0  |                                                 |  | 17.2                                            |   |                                               | 36.0 |                                               | 
|Outside
          France         |  |                                               | (63.0 | )                                               |  | (9.2                                            | ) |                                               | (7.0 | )                                             | 
|                                 |  |                                               |       |                                                 |  |                                                 |   |                                               |      |                                               | 
|                                 |  |                                               | (39.0 | )                                               |  | 8.0                                             |   |                                               | 29.0 |                                               | 
|                                 |  |                                               |       |                                                 |  |                                                 |   |                                               |      |                                               | 

F-30

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)

The reconciliation of total income
      tax expense during the period to the normal income tax rate applicable
      in France is analyzed below:


|                                                                |  | Statutory
          period fromJan 01, 2004 to Dec 31, 2004 |       | Period
          fromJan 01, 2003 to Dec 31, 2003 | 
|--------------------------------------------------------------- |  | ----------------------------------------------------------- | ----- | ------------------------------------------------- | 
|                                                                |  | € in millions                                               |       | Tax
          rate                                | 
|                                                                |  |                                                             |       |                                                   | 
|Normal
          French income tax                              |  |                                                             | (3.4  | )                                                 | 
|Increases
          (reductions):                               |  |                                                             |       |                                                   | 
| effect
          of foreign income tax rates                  |  |                                                             | 1.1   |                                                   | 
| non
          taxable items                                   |  |                                                             | (14.4 | )                                                 | 
| income
          taxable at specific rates                    |  |                                                             | (2.1  | )                                                 | 
| others                                                        |  |                                                             | 8.7   |                                                   | 
|                                                                |  |                                                             |       |                                                   | 
|                                                                |  |                                                             | (10.1 | )                                                 | 
|Impact
          on deferred income taxes:                      |  |                                                             |       |                                                   | 
| effect
          of tax rate modifications on opening balance |  |                                                             | 0.4   |                                                   | 
| valuation
          allowances on deferred income tax assets  |  |                                                             | (29.3 | )                                                 | 
|                                                                |  |                                                             |       |                                                   | 
|Effective
            income tax                                |  |                                                             | (39.0 | )                                                 | 
|                                                                |  |                                                             |       |                                                   | 

Deferred income taxes recorded
      in the balance sheets result from temporary differences in the recognition
      of revenues and expenses or tax and financial statement purposes and are
      analyzed as follows:


|                                                              |  | Dec
          31, 2004 |        | Dec
          31, 2003 |  | Dec
          31, 2002 |  
|------------------------------------------------------------- |  | ---------------------- | ------ | ---------------------- |  | ---------------------- | -
|                                                              |  |                        |        |                        |  |                        |  
|                                                              |  | (€ in millions)        |       
|Deferred
          income taxes recorded by French companies  |  |                        | (157.6 | )                      |  | (189.5                 | )
|Deferred
          income taxes recorded by foreign companies |  |                        | 52.4   |                        |  | 85.2                   |  
|                                                              |  |                        |        |                        |  |                        |  
|                                                              |  |                        | (105.2 | )                      |  | (104.3                 | )
|Origin
          of deferred income taxes:                    |  |                        |        |                        |  |                        |  
| depreciation
          of fixed assets                      |  |                        | (85.6  | )                      |  | (83.6                  | )
| tax
          losses to be carried forward                  |  |                        | 21.3   |                        |  | 46.5                   |  
| employee
          profit sharing                           |  |                        | 2.8    |                        |  | 2.4                    |  
| retirement
          indemnities and benefits               |  |                        | 22.2   |                        |  | 15.3                   |  
| subordinated
          securities                           |  |                        | 19.8   |                        |  | 30.1                   |  
| patents                                                     |  |                        | (159.0 | )                      |  | (166.4                 | )
| trademarks                                                  |  |                        | (18.0  | )                      |  | (21.8                  | )
| allowances
          for inventory and bad debt             |  |                        | 12.8   |                        |  | 14.9                   |  
| revaluation
          Italy                                 |  |                        | 42.5   |                        |  | 51.5                   |  
| translation
          effect                                |  |                        | 16.7   |                        |  | 0.0                    |  
| non
          deductible provision                          |  |                        | 8.4    |                        |  | 0.0                    |  
| margin
          inventory                                  |  |                        | 7.6    |                        |  | 6.2                    |  
| others                                                      |  |                        | 3.3    |                        |  | 0.6                    |  
|                                                              |  |                        |        |                        |  |                        |  
|                                                              |  |                        | (105.2 | )                      |  | (104.3                 | )
|                                                              |  |                        |        |                        |  |                        |  

As of December 31, 2004, the
      Group had net operating loss carry forwards of €528.3 million
      for which a deferred tax asset was recognized (associated deferred tax
      asset of €178.2 million) and which expire in various amounts
      from 2008 through 2023 (2008: €119.1 million; thereafter: €409.2 million).


Deferred tax assets amounting to €156.9 million
      whose realization is not more likely than not were not recognized as of
      December 31, 2004 (€127.3 million and €88 million
      at the end of the years 2003 and 2002, respectively). These unrecognised
      deferred tax assets principally relate to net operating loss carry forwards
      amounting to €466.2 million that expire in various amounts from
      2008 through 2023.




F-31

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)

As disclosed in note 1 (i), the
      Group does not recognize the deferred tax consequences of undistributed
      earnings of foreign subsidiaries that are considered to be permanently
      re-invested. It is not practicable to estimate the amount of the deferred
      tax liability associated with these undistributed earnings as of December 31,
      2004.


|23) | Contingencies and commitments
|--- | -----------------------------

The Group is involved in a number
      of legal proceedings and litigations arising in the normal course of business.
      In the opinion of management, all such matters have been adequately provided
      for or are without merit, and are of such kind that if disposed of unfavorably,
      would not have a material adverse effect on the Groups consolidated
      financial position or results of operations.


|BTicino SpA litigation
|----------------------

In the second half of 2001, approximately
      180 current and former employees of BTicino SpA, (BTicino), our primary
      Italian subsidiary, commenced two class actions and three individual suits
      against the Italian social security agency for early retirement payments
      citing alleged exposure to asbestos during the manufacture of products
      at our Torre del Greco facility. BTicino, as the employer, is a party to
      the suit, as is customary under Italian law. Pursuant to Italian law, if
      the employees prove long-term (at least 10 years) exposure to asbestos,
      they may be entitled to retire early and, as a result, could receive higher
      retirement payments over the course of their retirement, which the social
      security agency could seek to recover from the Group. Management believes
      the risk of loss to the Group is remote.


|Legal proceeding
|----------------

In October 2003 an action was brought
      against us and two other major suppliers of back-wires in the United States
      alleging that one of our products, quick connect receptacle, is not suitable
      for consumption and should be withdrawn from the United States markets
      and all production should be discontinued.


We have responded to these allegations
      and fixed a counterclaim, as we believe that this claim is unsubstantiated.
      The quick connect receptacle has been sold in the United States over the
      past years and during such period no accidents have been reported in connection
      with the use of such receptacles. In addition we do not believe that the
      claimant has evidence of damages nor has the claimant alleged any damages
      or accidents from the receptacle use in this claim . This litigation is
      currently being considered by the Superior Court of the State of California
      and the United States District Court of South Carolina Charleston Division
      as to certain procedural matters. At this time and although the Company
      believes the claims are unsubstantiated, it is too early to assess the
      eventual outcome of this situation.


|Future rental commitments
|-------------------------

The Group uses certain facilities
      under lease agreements and lease certain equipment. Minimum future rental
      commitments under non-cancellable leases are detailed below:


|                                         |  | Dec
          31, 2004 |     
|---------------------------------------- |  | ---------------------- | ----
|                                         |  | (€ in millions)        |     
|Payable
          within one year        |  |                        | 18.3
|Payable
          in one to two years    |  |                        | 16.1
|Payable
          in two to three years  |  |                        | 13.1
|Payable
          in three to four years |  |                        | 6.5 
|Payable
          in four to five years  |  |                        | 4.1 
|Subsequent
          years               |  |                        | 11.7
|                                         |  |                        |     
|                                         |  |                        | 69.8
|                                         |  |                        |     



F-32

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)

|24) | Financial instruments
|--- | ---------------------

The Group does not hold or issue
      financial instruments for trading purposes.


|a) | Interest rate swaps
|-- | -------------------

In order to manage and cover interest
      rate risks, the Group entered into interest rates swap agreements with
      selected major financial institutions. The fair value of each of the swap
      agreements is determined at each closing, based on rates implied in the
      yield curve at the reporting date; those may change significantly, thus
      having an impact on future cash flows.


|Interest rate swaps
              hedging the subordinated securities (note 14)
|-------------------------------------------------------------------------------

The notional amount of these swaps
      increases over time to a maximum of €760 million and matures
      at the same date, as periodic payments are due so as to provide an effective
      hedge of the payments. The net cost of the subordinated securities, including
      the fair value of the related swaps in effect and committed, is lower than
      the conditions normally offered by the financial markets.


|                                                              |  | Dec
          31, 2004 |       | Dec
          31, 2003 |  | Dec
          31, 2002 | 
|------------------------------------------------------------- |  | ---------------------- | ----- | ---------------------- |  | ---------------------- | 
|                                                              |  |                        |       |                        |  |                        | 
|Interest
          rate swaps hedging subordinated securities |  |                        |       |                        |  |                        | 
|notional
          amount (Euros, in millions)                |  |                        | 730.0 |                        |  | 671.7                  | 
|fair
          value (Euros, in millions)                     |  |                        | 79.9  |                        |  | 121.8                  | 

|                                                                                    
|------------------------------------------------------------------------------------
|Interest rate swap
              hedging the 81⁄2% debentures (Yankee bonds) (note 16)

The purpose of this swap is to
      convert the fixed remuneration paid to the holders of the debentures into
      a variable remuneration indexed on LIBOR until the maturity of the issue.
      The fair value of this swap is exactly symmetrical to the fair value of
      the debentures.


In connection with the issuance
      of the debentures, Legrand SA also entered into an interest swap agreement
      for 30 years. As a result of this swap agreement, the effective interest
      rate of the debentures after the swap agreement was executed is LIBOR plus
      a margin of 0.53% (3.31% as of December 31, 2004).


At the beginning of February 2003,
      we entered into cross currency interest rate swap with respect to the Yankee
      bond pursuant to which the interest rate payable on $350 million principal
      amount was fixed at 4.6% per year. The remainder $50 million still
      bear a floating coupon (LIBOR + 0.53%).


On April 2003, we entered into
      a swap novation agreement where we sold the 2008-2025 maturity bracket
      of the Yankee bond swap (original maturity 30 years). As a
      result, from February 2008 onwards, our Yankee Bond will pay a fixed 8.5%
      coupon again. We may enter into additional interest rate swap arrangements
      with respect to our floating rate debt.


|                                                        |  | Dec
          31, 2004 |       | Dec
          31, 2003 |  | Dec
          31, 2002 | 
|------------------------------------------------------- |  | ---------------------- | ----- | ---------------------- |  | ---------------------- | 
|                                                        |  |                        |       |                        |  |                        | 
|Interest
          rate swap hedging the 81⁄2% debentures |  |                        |       |                        |  |                        | 
|notional
          amount (USD, in millions)            |  |                        | 400.0 |                        |  | 400.0                  | 
|fair
          value (Euros, in millions)               |  |                        | 40.5  |                        |  | 60.1                   | 

|                                           
|-------------------------------------------
|Interest rate swaps
              (note 16)

The Group entered into hedging
      arrangements for a notional amount of €800 million pursuant to
      which the applicable variable interest rate payable on the Facility agreement
      was capped.


|b) | Foreign exchange contracts
|-- | --------------------------

The Group entered into forward
      exchange contracts for an amount of $130 million to hedge certain
      foreign currency positions.




F-33

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)

|c) | Forward price contracts
            on raw material
|-- | ---------------------------------------------------

The Group also enters into forward
      raw material contracts covering all or part of its future purchases and
      for periods of time not in excess of twelve months. As of December 31,
      2004 there were no contracts in effect.


|d) | Other financial instruments
|-- | ---------------------------

The excess of fair value over carrying
      value of the marketable securities is disclosed to the financial statements.
      For all other financial instruments the fair value approximates the carrying
      value.


|e) | Concentration of credit
            risk
|-- | ----------------------------------------

The Groups interest rate
      swap agreements and exchange contracts are held with major financial institutions
      which are expected to comply with the terms of the agreements thereby mitigating
      the credit risk from the transactions.


As indicated in note 9, a substantial
      portion of our sales is with two major distributors. Other sales are also
      essentially with distributors of electrical products but are diversified
      due to the large number of customers and their geographical dispersion.
      The Group mitigates its credit risk by establishing and performing periodic
      evaluations of individual credit limits for each customer, and constantly
      monitoring collection of its outstanding receivables.


Other financial instruments, which
      may potentially expose the Group to concentration of credit risk, are principally
      cash and cash equivalents and short-term investments. These instruments
      are maintained with high credit quality financial institutions and the
      Group closely monitors the amount of credit exposure with any one financial
      institution.


|25) | Information relating
            to the officers of the Group
|--- | -------------------------------------------------------------
|    |                                                              

|                                                |  | Dec
          31, 2004 |     | Dec
          31, 2003 |  | Dec
          31, 2002 | 
|----------------------------------------------- |  | ---------------------- | --- | ---------------------- |  | ---------------------- | 
|                                                |  |                        |     |                        |  |                        | 
|                                                |  | (€ in millions)        |    
|Advances
          and loans                    |  |                        | 0.0 |                        |  | 0.0                    | 
|Remuneration
          paid to the officers (*) |  |                        | 1.2 |                        |  | 1.7                    | 
|                                                |  |                        |     |                        |  |                        | 

| | 
| | 

|(*) | Remuneration paid to the
          executive officers and the members of the board of directors who hold
          operating responsibilities within Legrand.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|    |                                                             
|--- | ------------------------------------------------------------
|26) | Information relating
            to the consolidated company

The Group is consolidated by Lumina
      Parent, société à responsabilité limitée
      headquartered at 5 boulevard de la Foire, L1528 Luxembourg.


F-34

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NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS  (Continued)

|27) | Information by geographic
            segments
|--- | ----------------------------------------------

The activity of the Group is exclusively
      devoted to the manufacturing and marketing of products and systems for
      electrical installations and information networks. The following figures
      comply with the level of analysis used to manage the Group.


|                                                               |  | Geographic
          segments |         |                         |  |                   |   |                      |       
|-------------------------------------------------------------- |  | ----------------------------- | ------- | ----------------------- |  | ----------------- | - | -------------------- | ------
|                                                               |  | Europe                        |         |                         |  |                   |   |                      |       
|                                                               |  |                               |         | United
          States |  | Rest
          of |   | Itemsglobally        |       
|                                                               |  | France                        |         | Italy                   |  | Others            |   | of
          America |       
|                                                               |  |                               |         |                         |  |                   |   |                      |       
|                                                               |  | (€ in millions)               |        
|Statutory
            period from Jan 01, 2004 to Dec 31, 2004 |  |                               |         |                         |  |                   |   |                      |       
|Total
          sales                                          |  |                               | 1,790.8 |                         |  | 764.9             |   |                      | 702.6 
|Less
          intra-group transfers                           |  |                               | (855.4  | )                       |  | (168.4            | ) |                      | (138.5
|                                                               |  |                               |         |                         |  |                   |   |                      |       
|Net
            consolidated sales                             |  |                               | 935.4   |                         |  | 596.5             |   |                      | 564.1 
|                                                               |  |                               |         |                         |  |                   |   |                      |       
|Operating
            income                                   |  |                               | 85.1    |                         |  | 113.1             |   |                      | 24.8  
| of
          which depreciation of fixed assets              |  |                               | (62.3   | )                       |  | (25.9             | ) |                      | (21.2 
| of
          which amortization of intangibles               |  |                               | (87.4   | )                       |  | (45.2             | ) |                      | (12.7 
|Other
          revenues (expenses)                            |  |                               |         |                         |  |                   |   |                      |       
|Interest
          income                                      |  |                               |         |                         |  |                   |   |                      |       
|Interest
          expense                                     |  |                               |         |                         |  |                   |   |                      |       
|Income
          taxes                                         |  |                               |         |                         |  |                   |   |                      |       
|Minority
          interest and equity investees               |  |                               |         |                         |  |                   |   |                      |       
|Capital
          expenditures                                 |  |                               | 32.6    |                         |  | 23.8              |   |                      | 15.6  
|                                                               |  |                               |         |                         |  |                   |   |                      |       
|Total
          identifiable assets                            |  |                               | 3,657.5 |                         |  | 1,203.6           |   |                      | 37.9  
|                                                               |  |                               |         |                         |  |                   |   |                      |       

F-35

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|                                         |  | Geographic segments |         |               |  |         |   |               |       
|---------------------------------------- |  | ------------------- | ------- | ------------- |  | ------- | - | ------------- | ------
|                                         |  | Europe              |         |               |  |         |   |               |       
|                                         |  |                     |         | United States |  | Rest of |   | Itemsglobally |       
|                                         |  | France              |         | Italy         |  | Others  |   | of America    |       
|                                         |  |                     |         |               |  |         |   |               |       
|                                         |  | (€ in millions)     |        
|Period from Jan 01, 2003 to Dec 31, 2003 |  |                     |         |               |  |         |   |               |       
|Total sales                              |  |                     | 1,632.4 |               |  | 714.5   |   |               | 620.7 
|Less intra-group transfers               |  |                     | (735.1  | )             |  | (147.2  | ) |               | (126.5
|                                         |  |                     |         |               |  |         |   |               |       
|Net consolidated sales                   |  |                     | 897.3   |               |  | 567.3   |   |               | 494.2 
|                                         |  |                     |         |               |  |         |   |               |       
|Operating income                         |  |                     | (3.4    | )             |  | 61.3    |   |               | (3.6  
| of which depreciation of fixed assets  |  |                     | (64.4   | )             |  | (27.5   | ) |               | (24.4 
| of which amortization of intangibles   |  |                     | (92.4   | )             |  | (48.4   | ) |               | (13.8 
|Other revenues (expenses)                |  |                     |         |               |  |         |   |               |       
|Interest income                          |  |                     |         |               |  |         |   |               |       
|Interest expense                         |  |                     |         |               |  |         |   |               |       
|Income taxes                             |  |                     |         |               |  |         |   |               |       
|Minority interest and equity investees   |  |                     |         |               |  |         |   |               |       
|Capital expenditures                     |  |                     | 44.1    |               |  | 24.7    |   |               | 16.7  
|                                         |  |                     |         |               |  |         |   |               |       
|Total identifiable assets                |  |                     | 4,417.8 |               |  | 1,256.8 |   |               | (371.5
|                                         |  |                     |         |               |  |         |   |               |       

Sales by French companies, excluding sales to Group companies, include the following export sales:


|                            |  | StatutoryperiodfromJan 01, 2004 toDec 31, 2004 |       | Period fromJan 01, 2003 toDec 31, 2003 |  | Period fromAug 01, 2002 toDec 31, 2002 |  | StatutoryperiodfromAug 01, 2002 toDec 31, 2003 |      | StatutoryperiodfromJan 01, 2002 toJul 31, 2002 | 
|--------------------------- |  | ---------------------------------------------- | ----- | -------------------------------------- |  | -------------------------------------- |  | ---------------------------------------------- | ---- | ---------------------------------------------- | 
|                            |  |                                                |       |                                        |  |                                        |  |                                                |      |                                                | 
|                            |  | (€ in millions)                                |      
|                            |  |                                                |       |                                        |  |                                        |  |                                                |      |                                                | 
|Total sales                 |  |                                                | 935.4 |                                        |  | 897.3                                  |  |                                                | 83.0 |                                                | 
|of which sales exported to: |  |                                                |       |                                        |  |                                        |  |                                                |      |                                                | 
| Europe                    |  |                                                | 43.8  |                                        |  | 49.3                                   |  |                                                | 17.0 |                                                | 
| other countries           |  |                                                | 77.4  |                                        |  | 72.8                                   |  |                                                | 11.0 |                                                | 
|                            |  |                                                |       |                                        |  |                                        |  |                                                |      |                                                | 
|                            |  |                                                | 121.2 |                                        |  | 122.1                                  |  |                                                | 28.0 |                                                | 
|                            |  |                                                |       |                                        |  |                                        |  |                                                |      |                                                | 

|    |                  
|--- | -----------------
|28) | Subsequent events

On November 29, 2004, Legrand announced the acquisition of the business of Van Geel, with the exception of its German subsidiary. The acquisition was completed March 11, 2005. Van Geel is one of the leading European specialists of metal cable management
systems (among which trunkings, cable trays, floor boxes). With €60 million of consolidated sales, Van Geel is the leader in its field in the Netherlands and Austria and holds significant positions on a number of European markets (among which Belgium, Portugal, Sweden).
Based in Boxtel, Netherlands, Van Geel has two manufacturing units in the Netherlands and a total work force of 300 persons.


In January 2005, we announced that we had executed an agreement to acquire a controlling stake in Zucchini, the market leader in Italy for prefabricated busbar systems. Based in Brescia in northern Italy, Zucchini reported sales of approximately €50 million in 2004.
With three factories in Italy and commercial subsidiaries in main European countries, it employs close to 280 people.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

In February 2005, we announced the execution of an agreement for the acquisition of the entire business of OnQ, the US leader in structured wiring for residential applications. Based in Harrisburg, Pennsylvania, OnQ generated net sales of approximately $22 million
with a workforce of close to 100 in 2004. OnQs catalog of nearly 1,000 items enables it to offer complete solutions for Voice, Data and Image network for residential buildings, including VDI entertainment, integrated lighting and sound management systems. We believe this
acquisition will complement the Pass & Seymour/Legrand range of fittings.


|29) | Reconciliation of French GAAP to US GAAP
|--- | ----------------------------------------

The tables below show the US GAAP net income, balance sheets, cash-flow statements and shareholders equity.


|Consolidated statements of income US GAAP
|-----------------------------------------
|                                         

|                                                                                   |  | Statutory periodfromJan 01, 2004 toDec 31, 2004 |          | Period fromJan 01, 2003 toDec 31, 2003 |  | Period fromAug 01, 2002 toDec 31, 2002 |   | Statutory periodfrom Jan 01,2002 toJul 31, 2002 |       
|---------------------------------------------------------------------------------- |  | ----------------------------------------------- | -------- | -------------------------------------- |  | -------------------------------------- | - | ----------------------------------------------- | ------
|                                                                                   |  |                                                 |          |                                        |  |                                        |   |                                                 |       
|                                                                                   |  | (€ in millions)                                 |         
|Net sales                                                                          |  |                                                 | 2,926.3  |                                        |  | 2,761.8                                |   |                                                 | 219.0 
|Operating expenses                                                                 |  |                                                 |          |                                        |  |                                        |   |                                                 |       
|Cost of goods sold                                                                 |  |                                                 | (1,575.3 | )                                      |  | (1,640.4                               | ) |                                                 | (179.0
|Administrative and selling expenses                                                |  |                                                 | (758.9   | )                                      |  | (733.5                                 | ) |                                                 | (64.0 
|Research and development expenses                                                  |  |                                                 | (251.0   | )                                      |  | (258.5                                 | ) |                                                 | (113.0
|Other operating income (expenses)                                                  |  |                                                 | (9.9     | )                                      |  | (22.4                                  | ) |                                                 | (1.0  
|                                                                                   |  |                                                 |          |                                        |  |                                        |   |                                                 |       
|Operating income (loss)                                                            |  |                                                 | 331.2    |                                        |  | 107.0                                  |   |                                                 | (138.0
|                                                                                   |  |                                                 |          |                                        |  |                                        |   |                                                 |       
|Interest income (expense)                                                          |  |                                                 | (231.4   | )                                      |  | (293.9                                 | ) |                                                 | (22.0 
|Loss on extinguishment of debt                                                     |  |                                                 | (50.7    | )                                      |  | 0.0                                    |   |                                                 | 0.0   
|Other income (expenses)                                                            |  |                                                 | 5.8      |                                        |  | 3.5                                    |   |                                                 | 1.0   
|                                                                                   |  |                                                 |          |                                        |  |                                        |   |                                                 |       
|Income (loss) before taxes, minority interests and equity in earnings of investees |  |                                                 | 54.9     |                                        |  | (183.4                                 | ) |                                                 | (159.0
|                                                                                   |  |                                                 |          |                                        |  |                                        |   |                                                 |       
|Income taxes                                                                       |  |                                                 | (40.5    | )                                      |  | 21.9                                   |   |                                                 | 26.0  
|                                                                                   |  |                                                 |          |                                        |  |                                        |   |                                                 |       
|Net income (loss) before minority interests and equity in earnings of investees    |  |                                                 | 14.4     |                                        |  | (161.5                                 | ) |                                                 | (133.0
|                                                                                   |  |                                                 |          |                                        |  |                                        |   |                                                 |       
|Minority interests                                                                 |  |                                                 | (1.2     | )                                      |  | (0.9                                   | ) |                                                 | 2.0   
|Equity in earnings of investees                                                    |  |                                                 | 2.6      |                                        |  | 2.4                                    |   |                                                 | 2.0   
|                                                                                   |  |                                                 |          |                                        |  |                                        |   |                                                 |       
|Net income (loss)                                                                  |  |                                                 | 15.8     |                                        |  | (160.0                                 | ) |                                                 | (129.0
|                                                                                   |  |                                                 |          |                                        |  |                                        |   |                                                 |       

F-37

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|Consolidated balance sheets US GAAP
|-----------------------------------
|                                   

|                                       |  | Dec 31, 2004    |         | Dec 31, 2003 |  | Dec 31, 2002 | 
|-------------------------------------- |  | --------------- | ------- | ------------ |  | ------------ | 
|                                       |  |                 |         |              |  |              | 
|                                       |  | (€ in millions) |        
|ASSETS                                 |  |                 |         |              |  |              | 
|Current assets                         |  |                 |         |              |  |              | 
|Cash and cash equivalents              |  |                 | 68.3    |              |  | 67.9         | 
|Marketable securities                  |  |                 | 13.1    |              |  | 32.6         | 
|Restricted cash                        |  |                 | 27.0    |              |  | 37.0         | 
|Trade accounts receivable              |  |                 | 495.7   |              |  | 509.9        | 
|Deferred income taxes                  |  |                 | 30.3    |              |  | 34.7         | 
|Other current assets                   |  |                 | 132.2   |              |  | 120.1        | 
|Inventories                            |  |                 | 422.0   |              |  | 385.5        | 
|                                       |  |                 |         |              |  |              | 
|Total current assets                   |  |                 | 1,188.6 |              |  | 1,187.7      | 
|                                       |  |                 |         |              |  |              | 
|Property, plant and equipment, net     |  |                 | 816.0   |              |  | 914.9        | 
|Investments                            |  |                 | 18.4    |              |  | 21.8         | 
|Goodwill                               |  |                 | 1,331.1 |              |  | 1,343.5      | 
|Trademarks, net                        |  |                 | 1,526.3 |              |  | 1,591.1      | 
|Developed Technology, net              |  |                 | 337.7   |              |  | 449.9        | 
|Mirror swaps                           |  |                 | 24.8    |              |  | 35.2         | 
|Swap associated with TSDI 3            |  |                 | 0.9     |              |  | 1.3          | 
|Swaps associated with other borrowings |  |                 | 40.5    |              |  | 60.1         | 
|Restricted cash                        |  |                 | 0.0     |              |  | 90.5         | 
|Deferred income taxes                  |  |                 | 32.6    |              |  | 34.1         | 
|Other non-current assets               |  |                 | 38.9    |              |  | 96.5         | 
|                                       |  |                 |         |              |  |              | 
|                                       |  |                 | 4,167.2 |              |  | 4,638.9      | 
|                                       |  |                 |         |              |  |              | 
|Total assets                           |  |                 | 5,355.8 |              |  | 5,826.6      | 
|                                       |  |                 |         |              |  |              | 

F-38

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|                                                 |  | Dec 31, 2004    |         | Dec 31, 2003 |  | Dec 31, 2002 |  
|------------------------------------------------ |  | --------------- | ------- | ------------ |  | ------------ | -
|                                                 |  |                 |         |              |  |              |  
|                                                 |  | (€ in millions) |        
|LIABILITIES AND SHAREHOLDERS EQUITY             |  |                 |         |              |  |              |  
|Current liabilities                              |  |                 |         |              |  |              |  
|Short-term borrowings                            |  |                 | 203.6   |              |  | 103.2        |  
|Accounts and notes payable                       |  |                 | 311.3   |              |  | 252.7        |  
|Deferred income taxes                            |  |                 | 3.8     |              |  | 3.0          |  
|Other current liabilities                        |  |                 | 380.5   |              |  | 355.2        |  
|                                                 |  |                 |         |              |  |              |  
|Total current liabilities                        |  |                 | 899.2   |              |  | 714.1        |  
|                                                 |  |                 |         |              |  |              |  
|Swap fair value associated with TSDI 1&2         |  |                 | 80.8    |              |  | 121.8        |  
|                                                 |  |                 |         |              |  |              |  
|Deferred income taxes                            |  |                 | 687.5   |              |  | 744.2        |  
|Other non-current liabilities                    |  |                 | 229.3   |              |  | 229.3        |  
|Borrowings                                       |  |                 | 1,686.8 |              |  | 2,263.1      |  
|Swap fair value associated with other borrowings |  |                 | 78.3    |              |  | 52.5         |  
|Subordinated securities                          |  |                 | 68.9    |              |  | 108.9        |  
|Payment-In-Kind loans (PIK)                      |  |                 | 1,275.8 |              |  | 1,216.6      |  
|Related party loan                               |  |                 | 0.0     |              |  | 0.0          |  
|                                                 |  |                 |         |              |  |              |  
|Contingencies and commitments (see note 23)      |  |                 |         |              |  |              |  
|                                                 |  |                 |         |              |  |              |  
|Minority interests                               |  |                 | 7.5     |              |  | 6.2          |  
|                                                 |  |                 |         |              |  |              |  
|Shareholders equity                             |  |                 |         |              |  |              |  
|Capital stock                                    |  |                 | 759.4   |              |  | 759.4        |  
|Accumulated deficits                             |  |                 | (273.0  | )            |  | (288.8       | )
|Translation reserve                              |  |                 | (144.7  | )            |  | (100.7       | )
|                                                 |  |                 |         |              |  |              |  
|                                                 |  |                 | 341.7   |              |  | 369.9        |  
|                                                 |  |                 |         |              |  |              |  
|Total liabilities and shareholders equity       |  |                 | 5,355.8 |              |  | 5,826.6      |  
|                                                 |  |                 |         |              |  |              |  

F-39

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|Consolidated statements of cash flows US GAAP
|---------------------------------------------
|                                             

|                                                                                                    |  | Statutory period |          |                 |  |                 |   | Statutory period |         
|--------------------------------------------------------------------------------------------------- |  | ---------------- | -------- | --------------- |  | --------------- | - | ---------------- | --------
|                                                                                                    |  | from             |          | Period from     |  | Period from     |   | from Jan 01,     |         
|                                                                                                    |  | Jan 01, 2004 to  |          | Jan 01, 2003 to |  | Aug 01, 2002 to |   | 2002 to          |         
|                                                                                                    |  | Dec 31, 2004     |          | Dec 31, 2003    |  | Dec 31, 2002    |   | Jul 31, 2002     |         
|                                                                                                    |  |                  |          |                 |  |                 |   |                  |         
|                                                                                                    |  | (€ in millions)  |         
|Net income (loss) attributable to Legrand Holding                                                   |  |                  | 15.8     |                 |  | (160.0          | ) |                  | (129.0  
|Reconciliation of net income to net cash provided from                                              |  |                  |          |                 |  |                 |   |                  |         
|(used in) operating activities:                                                                     |  |                  |          |                 |  |                 |   |                  |         
| depreciation of tangible assets                                                                   |  |                  | 141.5    |                 |  | 155.8           |   |                  | 13.0    
| amortization of intangible assets                                                                 |  |                  | 133.9    |                 |  | 146.5           |   |                  | 108.0   
| allowance for tangible and intangible assets                                                      |  |                  | 0.6      |                 |  |                 |   |                  |         
| loss on extinguishment of debt                                                                    |  |                  | 50.7     |                 |  |                 |   |                  |         
| changes in long-term deferred taxes                                                               |  |                  | (30.5    | )               |  | (63.4           | ) |                  | (2.0    
| changes in other long-term assets and liabilities                                                 |  |                  | 2.5      |                 |  | 4.6             |   |                  | (2.0    
| minority interests                                                                                |  |                  | 1.2      |                 |  | 0.9             |   |                  | (3.0    
| equity in earnings of investees                                                                   |  |                  | (2.6     | )               |  | (2.4            | ) |                  | (2.0    
| other items having impacted the cash                                                              |  |                  | 45.4     |                 |  | 220.8           |   |                  | 63.0    
|(Gains) losses on fixed asset disposals                                                             |  |                  | (5.6     | )               |  | (1.2            | ) |                  | 14.0    
|(Gains) losses on sales of securities                                                               |  |                  | 0.3      |                 |  | (0.6            | ) |                  | 0.0     
|Changes in operating assets and liabilities, net of effect of investments in consolidated entities: |  |                  |          |                 |  |                 |   |                  |         
| inventories                                                                                       |  |                  | (40.8    | )               |  | (1.9            | ) |                  | 54.0    
| accounts receivable                                                                               |  |                  | 9.8      |                 |  | 61.1            |   |                  | 17.0    
| accounts and notes payable                                                                        |  |                  | 60.9     |                 |  | (7.5            | ) |                  | (77.0   
| other operating assets and liabilities                                                            |  |                  | 29.2     |                 |  | (81.7           | ) |                  | (137.0  
|                                                                                                    |  |                  |          |                 |  |                 |   |                  |         
|Net cash (used in) provided from operating activities                                               |  |                  | 412.3    |                 |  | 271.0           |   |                  | (83.0   
|                                                                                                    |  |                  |          |                 |  |                 |   |                  |         
|Net proceeds from sales of fixed assets                                                             |  |                  | 45.4     |                 |  | 16.8            |   |                  | 170.0   
|Capital expenditures                                                                                |  |                  | (95.7    | )               |  | (112.6          | ) |                  | (16.0   
|Proceeds from sales of marketable securities                                                        |  |                  | 138.4    |                 |  | 312.3           |   |                  | 213.0   
|Investments in marketable securities                                                                |  |                  | (18.5    | )               |  | (29.0           | ) |                  | (202.0  
|Investments in consolidated entities                                                                |  |                  | 0.0      |                 |  | (72.8           | ) |                  | (3,067.0
|Investments in non-consolidated entities                                                            |  |                  | (0.1     | )               |  | (0.2            | ) |                  | 0.0     
|                                                                                                    |  |                  |          |                 |  |                 |   |                  |         
|Net cash (used in) provided from investing activities                                               |  |                  | 69.5     |                 |  | 114.5           |   |                  | (2,902.0
|                                                                                                    |  |                  |          |                 |  |                 |   |                  |         
|Related to shareholders equity:                                                                    |  |                  |          |                 |  |                 |   |                  |         
| capital increase                                                                                  |  |                  | 0.0      |                 |  | 0.0             |   |                  | 760.0   
| dividends paid by Legrand Holdings subsidiaries                                                  |  |                  | (0.8     | )               |  | (1.1            | ) |                  | (2.0    
|Other financing activities:                                                                         |  |                  |          |                 |  |                 |   |                  |         
| reduction of subordinated securities                                                              |  |                  | (39.9    | )               |  | (41.0           | ) |                  | (4.0    
| new borrowings                                                                                    |  |                  | 929.7    |                 |  | 579.1           |   |                  | 3,063.0 
| repayment of borrowings                                                                           |  |                  | (1,324.1 | )               |  | (820.3          | ) |                  | (273.0  
| debt issuance cost                                                                                |  |                  | (6.3     | )               |  | (7.5            | ) |                  | 0.0     
| increase (reduction) of commercial paper                                                          |  |                  | 0.0      |                 |  | (508.0          | ) |                  | (30.0   
| increase (reduction) of bank overdrafts                                                           |  |                  | (40.2    | )               |  | (87.2           | ) |                  | 23.0    
|                                                                                                    |  |                  |          |                 |  |                 |   |                  |         
|Net cash (used in) provided from financing activities                                               |  |                  | (481.6   | )               |  | (886.0          | ) |                  | 3,537.0 
|                                                                                                    |  |                  |          |                 |  |                 |   |                  |         
|Net effect of currency translation on cash                                                          |  |                  | (0.2     | )               |  | (9.4            | ) |                  | 7.0     
|Increase (reduction) of cash and cash equivalents                                                   |  |                  | 0.4      |                 |  | (491.1          | ) |                  | 559.0   
|Cash and cash equivalents at the beginning of the period                                            |  |                  | 67.9     |                 |  | 559.0           |   |                  | 0.0     
|                                                                                                    |  |                  |          |                 |  |                 |   |                  |         
|Cash and cash equivalents at the end of the period                                                  |  |                  | 68.3     |                 |  | 67.9            |   |                  | 559.0   
|                                                                                                    |  |                  |          |                 |  |                 |   |                  |         
|Interest paid during the period                                                                     |  |                  | 182.9    |                 |  | 202.2           |   |                  | 0.0     
|Income taxes paid during the period                                                                 |  |                  | 45.5     |                 |  | 79.5            |   |                  | 0.0     



F-40

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NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

CONSOLIDATED
      STATEMENTS OF SHAREHOLDERS EQUITY US GAAP

|                                         |  | Capitalstock, atpar value |       | Retainedearnings |  | Translationreserve |   | Totalshareholdersequity |       
|---------------------------------------- |  | ------------------------- | ----- | ---------------- |  | ------------------ | - | ------------------------ | ------
|                                         |  |                           |       |                  |  |                    |   |                          |       
|                                         |  | (€ in millions)           |      
|As
            of July 31, 2002          |  |                           | 0.0   |                  |  | 0.0                |   |                          | 0.0   
|                                         |  |                           |       |                  |  |                    |   |                          |       
|Net
          income for the period      |  |                           |       |                  |  | (129.2             | ) |                          |       
|Capital
          increase               |  |                           | 759.4 |                  |  |                    |   |                          |       
|Changes
          in translation reserve |  |                           |       |                  |  |                    |   |                          | (4.4  
|                                         |  |                           |       |                  |  |                    |   |                          |       
|As
            of December 31, 2002      |  |                           | 759.4 |                  |  | (129.2             | ) |                          | (4.4  
|                                         |  |                           |       |                  |  |                    |   |                          |       
|Net
          income for the period      |  |                           |       |                  |  | (160.0             | ) |                          |       
|Capital
          increase               |  |                           |       |                  |  |                    |   |                          |       
|Changes
          in translation reserve |  |                           |       |                  |  | 0.4                |   |                          | (96.3 
|                                         |  |                           |       |                  |  |                    |   |                          |       
|As
            of December 31, 2003      |  |                           | 759.4 |                  |  | (288.8             | ) |                          | (100.7
|                                         |  |                           |       |                  |  |                    |   |                          |       
|Net
          income for the period      |  |                           |       |                  |  | 15.8               |   |                          |       
|Capital
          increase               |  |                           |       |                  |  |                    |   |                          |       
|Changes
          in translation reserve |  |                           |       |                  |  |                    |   |                          | (44.0 
|                                         |  |                           |       |                  |  |                    |   |                          |       
|As
            of December 31, 2004      |  |                           | 759.4 |                  |  | (273.0             | ) |                          | (144.7
|                                         |  |                           |       |                  |  |                    |   |                          |       

F-41

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NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



The tables below show the US GAAP
      reconciliations of net income and net equity.


|RECONCILIATION OF NET
            INCOME
|----------------------------------------
|                                        

|                                                  |  | Statutoryperiod fromJan 01, 2004 toDec 31, 2004 |       | Period
          fromJan 01, 2003 toDec 31, 2003 |  | Period
          fromAug 01, 2002 toDec 31, 2002 |   | Statutoryperiod fromJan 01, 2002 toJul 31, 2002 |       
|------------------------------------------------- |  | ----------------------------------------------- | ----- | ------------------------------------------------ |  | ------------------------------------------------ | - | ----------------------------------------------- | ------
|                                                  |  |                                                 |       |                                                  |  |                                                  |   |                                                 |       
|                                                  |  | (€ in millions)                                 |      
|Net
            income compliant with French GAAP |  |                                                 | (27.8 | )                                                |  | (126.9                                           | ) |                                                 | (129.0
|                                                  |  |                                                 |       |                                                  |  |                                                  |   |                                                 |       
|FAS
          133                                 |  |                                                 | 4.6   |                                                  |  | (67.9                                            | ) |                                                 | (1.0  
|EITF
          93-16                              |  |                                                 | (9.0  | )                                                |  | (9.9                                             | ) |                                                 | (2.0  
|FAS
          142                                 |  |                                                 | 48.0  |                                                  |  | 44.7                                             |   |                                                 | 3.0   
|                                                  |  |                                                 |       |                                                  |  |                                                  |   |                                                 |       
|Net
            income compliant with US GAAP     |  |                                                 | 15.8  |                                                  |  | (160.0                                           | ) |                                                 | (129.0
|                                                  |  |                                                 |       |                                                  |  |                                                  |   |                                                 |       

|                                                
|------------------------------------------------
|SUMMARY RECONCILIATION
            OF NET EQUITY
|                                                

|                                                  |  | Dec
          31, 2004 |       | Dec
          31, 2003 |  | Dec
          31, 2002 |   | Jul
          31, 2002 |      
|------------------------------------------------- |  | ---------------------- | ----- | ---------------------- |  | ---------------------- | - | ---------------------- | -----
|                                                  |  |                        |       |                        |  |                        |   |                        |      
|                                                  |  | (€ in millions)        |      
|                                                  |  |                        |       |                        |  |                        |   |                        |      
|Net
            equity compliant with French GAAP |  |                        | 335.0 |                        |  | 424.5                  |   |                        | 626.0
|                                                  |  |                        |       |                        |  |                        |   |                        |      
|FAS
          133                                 |  |                        | (63.2 | )                      |  | (67.8                  | ) |                        | (1.0 
|EITF
          93-16                              |  |                        | (18.9 | )                      |  | (9.9                   | ) |                        | (2.0 
|FAS
          142                                 |  |                        | 92.7  |                        |  | 44.7                   |   |                        | 3.0  
|Translation
          reserve                     |  |                        | (3.9  | )                      |  | (21.6                  | ) |                        | 0.0  
|                                                  |  |                        |       |                        |  |                        |   |                        |      
|Net
            equity compliant with US GAAP     |  |                        | 341.7 |                        |  | 369.9                  |   |                        | 626.0
|                                                  |  |                        |       |                        |  |                        |   |                        |      

|                    
|--------------------
|COMPREHENSIVE INCOME
|                    

|                                                          |  | Items
          having modified the net equity |        |                          |  |              
|--------------------------------------------------------- |  | ---------------------------------------------- | ------ | ------------------------ |  | -------------
|                                                          |  | with
          impact                          |        | without
          impact |  | Comprehensive
|                                                          |  | on
          net income                        |        | income                   | 
|                                                          |  | (€ in millions)                                |        |                          |  |              
|For
          the 7 months period ended July 31, 2002     |  |                                                | 0.0    |                          |  | 0.0          
|For
          the 5 months period ended December 31, 2002 |  |                                                | (128.9 | )                        |  | (4.5         
|For
          the year ended December 31, 2003            |  |                                                | (160.0 | )                        |  | (100.7       
|For
          the year ended December 31, 2004            |  |                                                | 15.8   |                          |  | (44.0        

|   |                                                    
|-- | ---------------------------------------------------
|a) | Presentation of the
            statement of income

Other expenses such as restructuring
      costs which are classified as non-operating expenses under French GAAP,
      are required to be included in the operating income under US GAAP.


|b) | Comprehensive income
|-- | --------------------

Comprehensive income includes all
      changes in equity that result from recognized transactions or other economic
      events. Amounts received from shareholders (capital increase) or paid to
      shareholders (reduction of capital, dividend) and changes in treasury stocks
      are excluded from the determination of comprehensive income.


For the periods presented in the
      consolidated financial statements, only the translation reserve (note 1 (c))
      has been added to net income to compute comprehensive income.




F-42

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NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|c) | Derivative financial
            instruments
|-- | --------------------------------------------

As indicated in note 14, Legrand
      SA entered into three subordinated perpetual notes (TSDIs) contracts in
      1990 and 1992. In addition, these subordinated perpetual notes (TSDIs)
      are hedged by three interest rate swaps. Under French GAAP, these instruments
      are accounted for as hedges of debt and, accordingly, are not recorded
      in the balance sheet. Payments receivable or payable under the swaps are
      accrued over the period to which the payment relates, resulting in accounting
      for the swap and the underlying debt as a single, synthetic instrument.
      Under US GAAP, these instruments are recorded at fair value with the changes
      in fair value recorded to profit and loss.


In addition, certain other derivative
      financial instruments, including swaps associated with the Yankee bonds,
      were initially recorded at fair value in purchase accounting under US GAAP.
      Subsequent changes in fair value are recognized in profit and loss. Under
      French GAAP, these instruments are treated as off balance sheet in purchase
      accounting and subsequently. Payments receivable or payable under the swaps
      are accrued over the period to which the payment relates, resulting in
      accounting for the swap and the underlying debt as a single, synthetic
      instrument.


|d) | Application of EITF
            93-16
|-- | -------------------------------------

In 2001, the Italian subsidiaries
      revalued their assets, in compliance with the Italian law No. 342 and the
      decree No. 162 (April 13, 2001), retroactively applicable from January 1,
      2000. According to EITF 93-16, the tax to be paid in case of distribution
      of the revalued amount has to be provided for.


|e) | Consolidation of special
            purposes entities
|-- | ------------------------------------------------------

The existing special purpose entities
      are related to the subordinated securities issued by Legrand SA. Under
      US GAAP, the SPVs are required to be consolidated. The application of US
      GAAP to the subordinated perpetual notes (the TSDIs) and related loans
      has the following impacts:


| | Recognition of the debts
          due by the special purpose entities (€68.9 million as of
          December 31, 2004)
|- | ------------------------------------------------------------------------------------------------------------------------

|  |                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Recognition of certain
          derivative financial instruments at fair value in the Groups
          balance sheet with changes in fair value being recognized in the statement
          of income.

Considering the effects outlined
      above and other effects relating to the subordinated perpetual notes (the
      TSDIs), the principal impact of this difference on the income statement
      is to adjust interest income and increase the net result by €21.5 million
      for the period ended December 31, 2004.


|f) | Application of FAS 142
|-- | ----------------------

In July 2001, the Financial Accounting
      Standards Board issued Statements of Financial Accounting Standards (FAS)
      No. 141 and 142. These statements establish new accounting and reporting
      standards for goodwill and other non amortized intangible assets and in
      particular, supersede their amortization by an impairment test. These statements
      are effective for the Group from July 1, 2001 for the new acquisitions
      and from January 1, 2002 for the former ones.


The impairment tests have to be
      applied at the reporting entity level on an annual basis and were performed
      as of December 31, 2004.


In addition, under French GAAP,
      deferred taxes are not recognized on intangible assets with an indefinite
      useful life (trademarks). Under US GAAP, deferred taxes are required to
      be recognized on intangibles with an indefinite useful life (trademarks).
      Accordingly, the Group has recognized an additional deferred tax liability
      under US GAAP amounting to €551.7 million.


All of the Groups intangible
      assets, including goodwill, were recognized in connection with the acquisition
      of Legrand SA on December 10, 2002. Intangible assets, as determined
      under US GAAP, consist of the following:




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NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|                                                        |  | Estimateuseful lives |       | Dec
          31, 2004 |  | Dec
          31, 2003 |  
|------------------------------------------------------- |  | -------------------- | ----- | ---------------------- |  | ---------------------- | -
|                                                        |  |                      |       |                        |  |                        |  
|                                                        |  | (years)              |       | (€ in millions)        | 
|Intangible
          assets not subject to amortization |  |                      |       |                        |  |                        |  
|Goodwill                                                |  |                      | NA    |                        |  | 1,331.1                |  
|Indefinite-lived
          trademarks                   |  |                      | NA    |                        |  | 1,477.4                |  
|                                                        |  |                      |       |                        |  |                        |  
|                                                        |  |                      |       |                        |  | 2,808.5                |  
|Intangible
          assets subject to amortization     |  |                      |       |                        |  |                        |  
|Developed
          technology                          |  |                      | 10    |                        |  | 574.4                  |  
|Other
          trademarks                              |  |                      | 10-20 |                        |  | 59.2                   |  
|Other                                                   |  |                      |       |                        |  | 90.7                   |  
|                                                        |  |                      |       |                        |  |                        |  
|                                                        |  |                      |       |                        |  | 724.3                  |  
|Less:
          accumulated amortization                |  |                      |       |                        |  | (328.7                 | )
|                                                        |  |                      |       |                        |  |                        |  
|                                                        |  |                      |       |                        |  | 395.6                  |  
|                                                        |  |                      |       |                        |  | 3,204.1                |  
|                                                        |  |                      |       |                        |  |                        |  

As of December 31, 2004, €475.7 million, €350.5 million, €111.7 million, €239.1 million
      and €154.1 million of our goodwill has been allocated to the
      France, Italy, Rest of Europe, North America and the Rest of the World
      segments, respectively. There was no change in the carrying amount of goodwill
      during any of the periods presented other than recognition of the foregoing
      amounts in connection with the acquisition.


|g) | Deferred income tax
            assets
|-- | --------------------------------------

Under French GAAP, deferred tax
      assets whose realization is not more likely than not are not recognized.
      Under US GAAP, deferred tax assets whose realization is not more likely
      than not are recognized and are reduced to the amount whose realization
      is more likely than not through the application of a valuation allowance.
      Under US GAAP, all deferred tax assets would be recognized and then reduced,
      if necessary, by a valuation allowance equal to the amount of any tax benefit
      that, based on available evidence, are not more likely than not to be realized.
      Deferred tax assets amounting to €218.3 million whose realization
      is not more likely than not were not recognized as of December 31,
      2004 under French GAAP. Under US GAAP, such deferred tax assets would have
      been recognized and reduced by a valuation allowance for the same amount.
      This difference does not impact the measurement of deferred taxes but does
      have un impact on the disclosure of deferred tax assets.


|h) | Foreign parent information
|-- | --------------------------

Legrand Holding SA is a holding
      company that conducts no business operations of its own and has as main
      assets the shares it holds in Legrand SAS (ex FIMAF) and a subordinated
      inter-company funding loan from Legrand SAS (ex FIMAF).


The Company is also at the head
      of the fiscal consolidation which includes Legrand SAS (ex FIMAF) and the
      French companies of the group Legrand SA which meet requirements to enter
      into this fiscal consolidation. The agreement signed for the fiscal consolidation
      specifies that each entity should calculate and pay to the Company income
      tax as if this subsidiary was alone.


In 2003, the Company has changed
      its name from FIMEP into Legrand Holding SA.


The tables below present summarized
      balance sheet, income statement and cash flow for Legrand Holding SA (on
      an unconsolidated basis) as of December 31, 2004 and December 31,
      2003


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NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|                                                          |  | Dec
          31, 2004 |         | Dec
          31, 2003 | 
|--------------------------------------------------------- |  | ---------------------- | ------- | ---------------------- | 
|                                                          |  | in
          US Gaap   |        
|                                                          |  | (€ in millions)        |        
|BALANCE
            SHEET                                 |  |                        |         |                        | 
|Receivables                                               |  |                        | 7.1     |                        | 
|Inter
          company shares                            |  |                        | 211.3   |                        | 
|Receivables
          related to intercompany investments |  |                        | 1,986.1 |                        | 
|                                                          |  |                        |         |                        | 
|TOTAL
            ASSETS                                  |  |                        | 2,204.5 |                        | 
|                                                          |  |                        |         |                        | 
|Short
          term borrowings                           |  |                        | 21.6    |                        | 
|Accounts
          and notes payable                      |  |                        | 0.1     |                        | 
|Other
          current liabilities                       |  |                        | 76.1    |                        | 
|Other
          intercompany payables                     |  |                        | 0.4     |                        | 
|                                                          |  |                        |         |                        | 
|Total
            current liabilities                     |  |                        | 98.2    |                        | 
|Long
            term borrowings                          |  |                        | 535.8   |                        | 
|Long
            term intercompany borrowings             |  |                        | 1,275.8 |                        | 
|Common
          stock                                    |  |                        | 759.3   |                        | 
|Accumulated
          deficit                             |  |                        | (319.9  | )                      | 
|Cumulative
          translation adjusments               |  |                        | (144.7  | )                      | 
|                                                          |  |                        |         |                        | 
|Total
            shareholders equity                    |  |                        | 294.7   |                        | 
|                                                          |  |                        |         |                        | 
|TOTAL
            LIABILITIES AND SHAREHOLDERS EQUITY    |  |                        | 2,204.5 |                        | 
|                                                          |  |                        |         |                        | 
|                                                          |  |                        |         |                        | 

|                                                         |  | Statutory
          periodfrom |       | Period
          from     | 
|-------------------------------------------------------- |  | ------------------------------ | ----- | ------------------------- | 
|                                                         |  | Jan
          01, 2004 to      |       | Jan
          01, 2003 to | 
|                                                         |  | Dec
          31, 2004         |       | Dec
          31, 2003    | 
|                                                         |  |                                |       |                           | 
|                                                         |  | in
          US Gaap           |      
|                                                         |  | (€ in millions)                |      
|INCOME
            STATEMENT                             |  |                                |       |                           | 
|Administrative
          and selling expenses            |  |                                | (0.4  | )                         | 
|                                                         |  |                                |       |                           | 
|Operating
          loss                                 |  |                                | (0.4  | )                         | 
|Other
          income                                   |  |                                | 2.3   |                           | 
|                                                         |  |                                |       |                           | 
|Income
          before tax                              |  |                                | 1.9   |                           | 
|Income
          tax                                     |  |                                | 39.2  |                           | 
|Equity
          in net income of Legrand SAS (ex FIMAF) |  |                                | (41.4 | )                         | 
|                                                         |  |                                |       |                           | 
|Net
            income compliant with US GAAP            |  |                                | (0.3  | )                         | 
|                                                         |  |                                |       |                           | 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|                                                                                       |  | Statutory period |        |                 |  |         
|-------------------------------------------------------------------------------------- |  | ---------------- | ------ | --------------- |  | --------
|                                                                                       |  | from             |        | Period from     | 
|                                                                                       |  | Jan 01, 2004 to  |        | Jan 01, 2003 to | 
|                                                                                       |  | Dec 31, 2004     |        | Dec 31, 2003    | 
|                                                                                       |  |                  |        |                 |  |         
|                                                                                       |  | in US Gaap       |       
|                                                                                       |  | (€ in millions)  |       
|STATEMENTS OF CASH FLOWS                                                               |  |                  |        |                 |  |         
|Net income attributable                                                                |  |                  | (0.3   | )               |  | (190.4  
|Reconciliation of net income to net cash provided from (used in) operating activities: |  |                  |        |                 |  |         
| equity in earnings of investees                                                      |  |                  | 41.4   |                 |  | 232.7   
|Changes in operating assets and liabilities:                                           |  |                  |        |                 |  |         
| accounts receivable                                                                  |  |                  | 35.4   |                 |  | (42.5   
| other operating assets and liabilities                                               |  |                  | 28.6   |                 |  | 48.0    
|                                                                                       |  |                  |        |                 |  |         
|Net cash from operating activities                                                     |  |                  | 105.1  |                 |  | 47.8    
|Investing activities                                                                   |  |                  |        |                 |  |         
| receivables related to intercompany investments                                      |  |                  | (143.6 | )               |  | (1,842.5
|Financing activities                                                                   |  |                  |        |                 |  |         
| new borrowings                                                                       |  |                  | 38.5   |                 |  | 1,794.7 
| issuance of common shares                                                            |  |                  |        |                 |  |         
|Increase (reduction) of cash and cash equivalents                                      |  |                  | 0.0    |                 |  | 0.0     
|Cash and cash equivalents at the beginning of the period                               |  |                  | 0.0    |                 |  | 0.0     
|                                                                                       |  |                  |        |                 |  |         
|Cash and cash equivalents at the end of the period                                     |  |                  | 0.0    |                 |  | 0.0     
|                                                                                       |  |                  |        |                 |  |         

|   |                                   
|-- | ----------------------------------
|i) | Principal shareholder transactions

In connection with the acquisition of Legrand in 2002, certain senior executives and management of Legrand were granted warrants (by the Groups parent company) to acquire common shares in the Groups
    parent company. Under French GAAP, transactions entered into by principal
    shareholders that benefit the company are not required to be reflected in
    the accounts of the Group. Under US GAAP, for transactions that are established
    by principal shareholders that have characteristics similar to compensatory
    plans adopted by corporations,
AIN-APB 25, #1 requires companies to account for such plans as if they are their
    own. Accordingly, upon the occurrence of certain specified future events
    and the achievement of certain specified performance conditions, the Group
    may be required to recognize expense in an amount that will be based on the
  future share price of Legrand.


|j) | New Accounting Pronouncements
|-- | -----------------------------

SFAS 151  Inventory Costs an amendment of ARB No. 43, Chapter 4


In November 2004, the Financial Accounting Standards Board issued SFAS 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4 (SFAS 151). The standard adopts the IASB view related to inventories that abnormal amounts of idle capacity and spoilage
costs should be excluded from the cost of inventory and expensed when incurred. Additionally, the Board made the decision to clarify, the meaning of the term normal capacity. SFAS 151 is effective for the Group for the period beginning January 1, 2006. The Group is
currently reviewing this issue to measure the potential impact on its consolidated results of operations, financial position, and cash flows and does not anticipate that the adoption of SFAS 151 will have a material impact on the Groups consolidated results of operations.


SFAS 123R  Share-Based Payment


In December 2004, the Financial Accounting Standards Board released its final revised standard entitled FASB Statement No. 123R, Share-Based Payment (SFAS 123R). FAS 123R requires that a public entity measure the cost of equity-based service awards based on
the grant-date fair value of the award (with limited


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award or the requisite service period (usually the vesting
period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. A public entity will initially measure the cost of liability based
service awards based on its current fair value; the fair value of that award will be re-measured subsequently at each reporting date through the settlement date. Changes in fair value during the
requisite service period will be recognized as compensation cost over that period. SFAS 123R is effective for the Group for the year beginning January 1, 2006. The Group is currently reviewing
this SFAS 123R to estimate the potential impact on its consolidated results of operations or the financial position when adopted.



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|INDEPENDENT AUDITORS REPORT
To the Shareholders and Board of Directors of Legrand SA
|-------------------------------------------------------------------------------------

We have audited the accompanying consolidated balance sheet of Legrand SA and its subsidiaries (the Company) as of December 10, 2002 and the related consolidated statement of income, of cash flows and of shareholders equity for the period from January 1,
2002 to December 10, 2002. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with United States generally accepted auditing standards. 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 in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 10, 2002 and the consolidated results of their operations and their cash
flows for the period from January 1, 2002 to December 10, 2002 in conformity with French generally accepted accounting principles.


Accounting principles in France vary in certain important respects from accounting principles generally accepted in the United States. The application of the latter would have affected the determination of consolidated net income expressed in euro for the period from
January 1, 2002 to December 10, 2002 and the determination of consolidated shareholders equity and consolidated financial position also expressed in euro as of December 10, 2002 to the extent summarized in note 28 to the consolidated financial statements.


PricewaterhouseCoopers



Paris, France,
February 17, 2003

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LEGRAND SACONSOLIDATED STATEMENTS OF INCOME

|                                                                            |  | Period fromJanuary 1, 2002to December 10,
2002 |       
|--------------------------------------------------------------------------- |  | ---------------------------------------------- | ------
|                                                                            |  |                                                |       
|                                                                            |  | (€ in millions)                                |       
|Net sales(note 1 (j))                                                       |  |                                                | 2,748 
|Operating expenses(note 18 (a))                                             |  |                                                |       
|Cost of goods sold                                                          |  |                                                | (1,521
|Administrative and selling expenses                                         |  |                                                | (704  
|Research and development expenses                                           |  |                                                | (126  
|Other operating expenses                                                    |  |                                                | (2    
|Amortization of goodwill                                                    |  |                                                | (53   
|                                                                            |  |                                                |       
|Operating income                                                            |  |                                                | 342   
|Interest income (expense) (notes 13 and 19)                                 |  |                                                | (50   
|Profits (losses) from disposal of fixed assets                              |  |                                                | 11    
|Other revenues (expenses) (note 18 (b))                                     |  |                                                | (65   
|Expenses related to the takeover bid for shares (note 18 (c))               |  |                                                | (4    
|                                                                            |  |                                                |       
|Income before taxes, minority interests and equity in earnings of investees |  |                                                | 234   
|Income taxes (note 20)                                                      |  |                                                | (55   
|                                                                            |  |                                                |       
|Net income before minority interests and equity in earnings of investees    |  |                                                | 179   
|Minority interests                                                          |  |                                                | (1    
|Equity in earnings of investees                                             |  |                                                | 2     
|                                                                            |  |                                                |       
|Net income attributable to Legrand SA                                       |  |                                                | 180   
|                                                                            |  |                                                |       



|Earnings per share (notes 1 (d) and 10 (b))       |  | Period fromJanuary 1, 2002to December 10, 2002 |           
|------------------------------------------------- |  | ---------------------------------------------- | ----------
|                                                  |  |                                                |           
|                                                  |  | (€)                                            |           
|Primary earnings per share:                       |  |                                                |           
|Average number of shares outstanding              |  |                                                | 28,153,273
|Earnings per share                                |  |                                                | 6.40      
|Fully diluted earnings per share:                 |  |                                                |           
|Average number of shares used for the calculation |  |                                                | 28,158,343
|Earnings per share                                |  |                                                | 6.40      

The accompanying notes on pages F-53 to F-86 are an integral part of these financial statements.

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LEGRAND SACONSOLIDATED BALANCE SHEETS

|                                                 |  | As ofDecember 10, 2002 |       
|------------------------------------------------ |  | ---------------------- | ------
|                                                 |  |                        |       
|                                                 |  | (€ in millions)        |       
|ASSETS                                           |  |                        |       
|Current assets                                   |  |                        |       
|Cash and cash equivalent                         |  |                        | 410   
|Marketable securities (note 9)                   |  |                        | 363   
|Trade accounts receivable (note 8)               |  |                        | 660   
|Short-term deferred taxes (notes 1 (i) and 20)   |  |                        | 63    
|Other current assets                             |  |                        | 112   
|Inventories (notes 1 (h) and 7)                  |  |                        | 426   
|                                                 |  |                        |       
|Total current assets                             |  |                        | 2,034 
|                                                 |  |                        |       
|Property, plant and equipment(notes 1 (g) and 3) |  |                        |       
|At cost                                          |  |                        | 2,511 
|Less accumulated depreciation                    |  |                        | (1,511
|                                                 |  |                        |       
|                                                 |  |                        | 1,000 
|                                                 |  |                        |       
|Other non-current assets                         |  |                        |       
|Investments (note 5)                             |  |                        | 27    
|Goodwill (notes 1 (f) and 2)                     |  |                        | 1,011 
|Long-term deferred taxes (notes 1 (i) and 20)    |  |                        | 84    
|Other non-current assets (note 6)                |  |                        | 386   
|                                                 |  |                        | 1,508 
|                                                 |  |                        |       
|Total assets                                     |  |                        | 4,542 
|                                                 |  |                        |       
|LIABILITIES AND SHAREHOLDERS EQUITY             |  |                        |       
|Current liabilities                              |  |                        |       
|Short-term borrowings (note 16)                  |  |                        | 948   
|Accounts and notes payable                       |  |                        | 241   
|Short-term deferred taxes (notes 1 (i) and 20)   |  |                        | 2     
|Proposed dividend for the year (note 23)         |  |                        |      
|Other current liabilities                        |  |                        | 463   
|                                                 |  |                        |       
|Total current liabilities                        |  |                        | 1,654 
|                                                 |  |                        |       
|Long-term deferred taxes(notes 1 (i) and 20)     |  |                        | 42    
|Long-term liabilities(note 15)                   |  |                        | 169   
|Long-term borrowings(note 14)                    |  |                        | 643   
|Subordinated securities(note 13)                 |  |                        | 219   
|Minority interests                               |  |                        | 10    
|Shareholders equity                             |  |                        |       
|Capital stock, par value 2 (note 10)             |  |                        | 56    
|Additional paid-in capital                       |  |                        | 171   
|Retained earnings (note 12 (a))                  |  |                        | 1,907 
|Translation reserve (note 12 (b))                |  |                        | (329  
|                                                 |  |                        |       
|                                                 |  |                        | 1,805 
|                                                 |  |                        |       
|Total liabilities and shareholders equity       |  |                        | 4,542 
|                                                 |  |                        |       

The accompanying notes on pages F-53 to F-86 are an integral part of these financial statements.

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LEGRAND SACONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                                    |  | Period fromJanuary 1, 2002to December 10, 2002 |     
|--------------------------------------------------------------------------------------------------- |  | ---------------------------------------------- | ----
|                                                                                                    |  |                                                |     
|                                                                                                    |  | (€ in millions)                                |     
|Operating activities:                                                                               |  |                                                |     
|Net income attributable to Legrand SA                                                               |  |                                                | 180 
|Reconciliation of net income to net cash:                                                           |  |                                                |     
| depreciation of tangible assets                                                                   |  |                                                | 160 
| amortization of intangible assets                                                                 |  |                                                | 71  
| changes in long-term deferred taxes                                                               |  |                                                | (47 
| changes in other long-term assets and liabilities                                                 |  |                                                | 2   
| minority interests                                                                                |  |                                                | 1   
| equity in earnings of investees                                                                   |  |                                                | (2  
| other items having impacted the cash                                                              |  |                                                | 3   
|                                                                                                    |  |                                                |     
|Working capital provided from operations                                                            |  |                                                | 368 
|                                                                                                    |  |                                                |     
|(Gains) losses on fixed asset disposals                                                             |  |                                                | (14 
|(Gains) losses on sales of securities                                                               |  |                                                | (10 
|Changes in operating assets and liabilities, net of effect of investments in consolidated entities: |  |                                                |     
| accounts receivable                                                                               |  |                                                | (3  
| inventories                                                                                       |  |                                                | 14  
| accounts and notes payable                                                                        |  |                                                | 91  
| other operating assets and liabilities                                                            |  |                                                | 12  
|                                                                                                    |  |                                                |     
|Net cash provided from operating activities                                                         |  |                                                | 458 
|                                                                                                    |  |                                                |     
|Investing activities                                                                                |  |                                                |     
|Net proceeds from sales of fixed assets                                                             |  |                                                | 123 
|Capital expenditures                                                                                |  |                                                | (138
|Proceeds from sales of marketable securities                                                        |  |                                                | 251 
|Investments in marketable securities and restricted cash                                            |  |                                                | (75 
|Investments in consolidated entities                                                                |  |                                                |     
|Investments in non-consolidated entities                                                            |  |                                                | (5  
|                                                                                                    |  |                                                |     
|Net cash (used in) provided by investing activities                                                 |  |                                                | 156 
|                                                                                                    |  |                                                |     
|Financing activities                                                                                |  |                                                |     
|Related to shareholders equity:                                                                    |  |                                                |     
| capital increase                                                                                  |  |                                                | 1   
| purchase of Legrands shares                                                                      |  |                                                |     
| dividends paid by Legrand SA                                                                      |  |                                                | (60 
| dividends paid by Legrands subsidiaries                                                          |  |                                                |     
|Other financing activities:                                                                         |  |                                                |     
| reduction of subordinated securities                                                              |  |                                                | (46 
| new borrowings                                                                                    |  |                                                | 160 
| repayments of debt                                                                                |  |                                                | (180
| increase (reduction) of commercial paper                                                          |  |                                                | (372
| increase (reduction) of bank overdrafts                                                           |  |                                                | (210
|                                                                                                    |  |                                                |     
|Net cash (used in) provided from financing activities                                               |  |                                                | (707
|                                                                                                    |  |                                                |     
|Net effect of currency translation on cash                                                          |  |                                                | (28 
|                                                                                                    |  |                                                |     
|Increase (reduction) of cash and cash equivalents                                                   |  |                                                | (121
|Cash and cash equivalents at the beginning of the period                                            |  |                                                | 531 
|                                                                                                    |  |                                                |     
|Cash and cash equivalents at the end of the period                                                  |  |                                                | 410 
|                                                                                                    |  |                                                |     

The accompanying notes on pages F-53 to F-86 are an integral part of these financial statements.

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LEGRAND SACONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

|                                              |  | Capitalstock, atpar value |    | Additionalpaid-incapital |  | Retainedearnings |  | Translationreserve |       | Totalshareholdersequity | 
|--------------------------------------------- |  | ------------------------- | -- | ------------------------ |  | ---------------- |  | ------------------ | ----- | ------------------------ | 
|                                              |  |                           |    |                          |  |                  |  |                    |       |                          | 
|                                              |  | (€ in millions)           |   
|As of December 31, 2001                       |  |                           | 56 |                          |  | 170              |  |                    | 1,725 |                          | 
|                                              |  |                           |    |                          |  |                  |  |                    |       |                          | 
|Net income for the period                     |  |                           |    |                          |  |                  |  |                    | 180   |                          | 
|Capital increase                              |  |                           |    |                          |  | 1                |  |                    |       |                          | 
|Schneider Electric shares impact (note 1 (a)) |  |                           |    |                          |  |                  |  |                    | 2     |                          | 
|Changes in translation reserve                |  |                           |    |                          |  |                  |  |                    |       |                          | 
|                                              |  |                           |    |                          |  |                  |  |                    |       |                          | 
|As of December 10, 2002                       |  |                           | 56 |                          |  | 171              |  |                    | 1,907 |                          | 
|                                              |  |                           |    |                          |  |                  |  |                    |       |                          | 

The comprehensive income (note 1 (q)) is as follows:


|                                       |  | Items having modified the net equity |     |                             |  |                    
|-------------------------------------- |  | ------------------------------------ | --- | --------------------------- |  | -------------------
|                                       |  |                                      |     |                             |  |                    
|                                       |  | with impact on netincome             |     | without impact on netincome |  | Comprehensiveincome
|                                       |  |                                      |     |                             |  |                    
|                                       |  | (€ in millions)                      |    
|For the period ended December 10, 2002 |  |                                      | 180 |                             |  | (155               

The accompanying notes on pages F-53 to F-86 are an integral part of these financial statements.

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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|List of consolidated
            companies
|------------------------------------------

The consolidated financial statements
      comprise the financial statements of Legrand SA and 112 controlled subsidiaries.
      The investment in 6 affiliated companies is accounted for by the equity
      method.


The most significant consolidated
      operating subsidiaries, all 100% owned (Fael excepted, which is 93% owned),
      are the following:




|French
            subsidiaries:  |  |  |                                  | 
|--------------------------------- |  |  | -------------------------------- | 
|Arnould-FAE                       |  |  |                                  | 
|Baco                              |  |  |                                  | 
|Inovac                            |  |  |                                  | 
|Legrand
          Deri            |  |  |                                  | 
|Legrand
          snc             |  |  |                                  | 
|Martin & Lunel                    |  |  |                                  | 
|Planet-Wattohm                    |  |  |                                  | 
|Ura                               |  |  |                                  | 
|                                  |  |  |                                  | 
|Foreign
            subsidiaries: |  |  |                                  | 
|Anam                              |  |  | South Korea                      | 
|Bticino                           |  |  | Italy                            | 
|Bticino
          de Mexico       |  |  | Mexico                           | 
|Bticino
          Quintela        |  |  | Spain                            | 
|Bufer
          Elektrik          |  |  | Turkey                           | 
|Electro
          Andina          |  |  | Chile                            | 
|Fael                              |  |  | Poland                           | 
|Legrand                           |  |  | Germany                          | 
|Legrand                           |  |  | Italy                            | 
|Legrand
          Electric        |  |  | United Kingdom                   | 
|Legrand
          Electrica       |  |  | Portugal                         | 
|Legrand
          Electrique      |  |  | Belgium                          | 
|Legrand
          Espanola        |  |  | Spain                            | 
|Legrand                           |  |  | Greece                           | 
|Legrand Österreich                |  |  | Austria                          | 
|Luminex                           |  |  | Colombia                         | 
|MDS                               |  |  | India                            | 
|Ortronics                         |  |  | United States
        of America | 
|Pass & Seymour                    |  |  | United States
        of America | 
|Pial                              |  |  | Brazil                           | 
|Tenby
          Industries        |  |  | United Kingdom                   | 
|The
          Watt Stopper        |  |  | United States
        of America | 
|The
          Wiremold Company    |  |  | United States
        of America | 

|1) | Accounting policies
|-- | -------------------

The Groups consolidated financial
      statements are prepared, in all material respects, in conformity with accounting
      principles generally accepted in France. They comply with the requirements
      of French laws and regulations excepted for the dispensation described
      hereafter (note 1 (a)).


The statutory accounts of each
      company, whether consolidated or accounted for by the equity method, are
      prepared in accordance with local accounting principles and regulations,
      and have been adjusted to comply with these principles, which are essentially
      those described hereafter.




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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|a) | Exchange of Legrand
            SA treasury shares for Schneider Electric shares
|-- | --------------------------------------------------------------------------------

In 2001, Schneider Electric launched
      a public exchange offer for all Legrand SA outstanding shares (see note
      27). Legrand SA brought to this takeover bid the treasury stocks which
      decreased the net equity as of June 30, 2001 (1,382,370 common shares and
      55,116 preferred non-voting shares accounted for at a historical cost of €195
      million).


In exchange for these treasury
      shares, Legrand SA received 4,948,527 Schneider Electric shares (2.06%
      of the share capital of Schneider Electric) valued at €59.36 per share,
      i.e. €294 million. The gain of the exchange (€99 million after
      tax) was accounted for directly through the consolidated retained earnings,
      in compliance with the French and US GAAP. The Schneider Electric shares
      are accounted for on the balance sheet as other non-current assets.


Under normal circumstances the
      application of the accounting principles for the accounting of fixed investments
      would conduct to account for the gains and losses on the valuation or sale
      of these stocks through the statement of income. This method would not
      be consistent with the accounting treatment of the treasury stocks and
      accordingly would confuse the understanding of the Groups financial
      statements.


In view of the unusual nature of
      the transaction the company determined that the loss should be recorded
      directly to equity. Accordingly, the impacts on the statement of income
      were neutralized in 2001 and will be neutralized in future years, within
      the limit of the gain (€99 million).


As a consequence, as of December
      31, 2001, the Schneider Electric shares were valued at €54 and the
      variation of the value after tax, i.e. €20 million, was accounted
      for directly on net equity.


As of December 10, 2002, Legrand
      SA owned 1,057,949 shares of Schneider Electric valued at €59.36 per
      share, with a total value of €62.8 million. The gains and losses on
      disposals and the change on the allowance imputed directly to equity amount
      to €0.5 million after tax. A €6.7 million loss has been recorded
      following an agreement with Schneider Electric to sell the Schneider Electric
      shares at €53 per share, amounting to a total value of €56.1
      million. The net gain imputed directly to equity amounts to €+2 million
      after tax.


|b) | Consolidation
|-- | -------------

The financial statements of subsidiaries,
      which Legrand SA controls directly or indirectly, are consolidated. Companies
      in which Legrand SA owns directly or indirectly an interest of 20 to 50%
      are accounted for by the equity method. All significant intercompany transactions
      have been eliminated.


|c) | Translation of foreign
            financial statements
|-- | -------------------------------------------------------

For all countries other than those
      with highly inflationary economies:


| |  | Assets and liabilities
          are translated using exchange rates in effect at the balance sheet
          dates;
| | - | --------------------------------------------------------------------------------------------------------------------

| |   |                                                                                        
| | - | ---------------------------------------------------------------------------------------
| |  | Statements of income are
          translated at average exchange rates for the period;

| |   |                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Gains or losses arising
          from the translation of the financial statements of foreign subsidiaries
          are accounted for directly in the translation reserve included in the
          consolidated equity, until these companies are sold or substantially
          liquidated.

For countries with highly inflationary
      economies:


| |  | Inventories and non-monetary
          assets are recorded at their historical rates of exchange;
| | - | -------------------------------------------------------------------------------------------------

| |   |                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------
| |  | Other assets and liabilities
          are translated using exchange rates in effect at the balance sheet
          dates;

| |   |                                                                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Gains or losses arising
          from the translation of the financial statements of subsidiaries located
          in these countries are included in the consolidated statement of income
          under the heading Exchange and translation gains (losses).



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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



For all countries:


| |  | Exchange differences arising
          from foreign currency transactions are included in the consolidated
          statement of income under the heading Exchange and translation
          gains (losses), excepted intercompany transactions having the
          character of a permanent investment which are directly recorded in
          the translation reserve.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   |                   
|-- | ------------------
|d) | Earnings per share

Primary earnings per share are
      calculated based upon the weighted average number of common and preferred
      shares outstanding during the period excluding those held by Group companies.
      Fully diluted earnings per share are calculated based upon the assumption
      that all options granted to employees of the Group have been exercised
      either at the beginning of the year or when they have became exercisable,
      if later.


|e) | Statements of cash flows
|-- | ------------------------

The Group has defined cash and
      cash equivalents as cash, short-term deposits or all other financial assets
      with a maturity date not in excess of three months. Marketable securities
      are not considered as cash.


|f) | Intangible assets
|-- | -----------------

Goodwill, representing the excess
      of cost over the fair value of net assets at the date of acquisition of
      purchased companies, is amortized on a straight-line basis over the estimated
      period of benefit not to exceed 40 years. The company assesses whether
      there has been a permanent impairment in the value of goodwill by evaluating
      economic factors including future cash flows from operating activities,
      income, trends and prospects as well as competition and other economic
      factors. The primary financial indicator used to assess impairment is whether
      undiscounted cash flows from operations over the amortization period will
      be sufficient to recover the carrying amount of goodwill. A loss is recognized
      for any excess of the carrying value over the fair value of the goodwill,
      determined as being the present value of such cash flows from operations.


Costs incurred by Group companies
      in developing computer software for their own use and in research and development
      are expensed in the period they are incurred; acquisition costs of externally
      developed software are recorded in other assets and depreciated on a straight-line
      basis according their expected time of use from 3 to 8 years.


Other intangible assets, included
      in other non-current assets in the balance sheet, are amortized
      on a straight-line basis over the estimated period of benefit, not in excess
      of 40 years, and limited to 20 years for patents and trademarks.


|g) | Property, plant and
            equipment
|-- | -----------------------------------------

Land, buildings, machinery and
      equipment are carried at cost, including capitalized interest.


Assets acquired under lease agreements
      that can be regarded as financing their purchase are capitalized on the
      basis of the present value of minimum lease payments and depreciated as
      described below. The French legal revaluations and foreign revaluations
      are not reflected in the consolidated financial statements.


Depreciation is calculated on a
      straight-line basis over the estimated useful lives of the respective assets;
      the most commonly adopted useful lives are the following:




|Light
          buildings         |  |  |  | 25
        years      | 
|--------------------------------- |  |  |  | --------------------- | 
|Standard
          buildings      |  |  |  | 40
        years      | 
|Machinery
          and equipment |  |  |  | 8 to 10 years         | 
|Tooling                           |  |  |  | 5 years               | 
|Furniture
          and fixtures  |  |  |  | 5
        to 10 years | 



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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|h) | Inventories
|-- | -----------

Inventories are valued at the lower
      of cost, replacement or net realizable value. Cost is determined by the
      first-in, first-out (FIFO) method.


|i) | Deferred income taxes
|-- | ---------------------

In compliance with FASB statement
      no 109, deferred income taxes are recorded based on the differences
      between the tax bases of assets and liabilities and their carrying value
      for financial reporting purposes. Tax rates applicable for future periods
      are used to calculate year-end deferred income taxes.


A valuation allowance is recorded
      against deferred tax assets to reduce these deferred tax assets to the
      amount likely to be realized. The assessment of the valuation allowance
      is done by tax entity, based on the tax strategy developed for the near
      future for each entity.


Provisions are made for withholding
      and other taxes which would be payable in case of distribution of earnings
      of subsidiaries and affiliates, except for those considered as permanently
      reinvested.


If the assets of a subsidiary are
      revalued for tax purposes, the tax benefit is accounted for in compliance
      with the enacted tax rules at the revaluation date and taking into account
      the risk for this benefit to be challenged.


|j) | Net sales
|-- | ---------

Revenues are recognized when all
      of the following criteria have been met: (i) persuasive evidence of an
      arrangement exists, (ii) delivery has occurred, (iii) the sales price is
      fixed or determinable and (iv) collectibility is reasonably assured. For
      the Group, this policy results in the recognition of revenue when title
      and risk of loss transfer to the customer, which is generally upon shipment.


In addition, the Group offers certain
      sales incentives to customers consisting primarily of volume rebates, and
      discounts for prompt payment. Volume rebates are typically based on three,
      six, and twelve-month arrangements with customers, and rarely do such arrangements
      extend beyond one year. Since the volume of customers future purchases
      can be reasonably estimated based on historical evidence, the Group recognizes
      the rebates on a monthly basis as a reduction in revenue based on the estimated
      cost of honoring rebates earned and claimed to each of the underlying revenue
      transactions that reflect the progress by the customer toward earning the
      rebate. These volume rebates are generally accounted for as a reduction
      to customers accounts receivable balance. Discounts for prompt payment
      are recognized as financial expenses.


|k) | Fair value of financial
            instruments
|-- | -----------------------------------------------

Cash, short-term deposits, accounts
      receivable, accounts payable, accrued liabilities and short-term borrowings
      are reflected in the financial statements at fair value because of the
      short-term maturity of these instruments.


For short-term investments, comprised
      of marketable securities, fair value is determined as being the market
      prices of these securities.


The fair value of long-term debt
      is estimated on the basis of interest rates currently available for issuance
      of debt with similar terms and remaining maturities.


The fair value of interest rate
      swap agreements is the estimated amount that the counterpart would receive
      or pay to terminate the agreements. In compliance with the French GAAP,
      the fair value of the swaps is not accounted for.




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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|l) | Derivative financial
            and commodity instruments
|-- | ----------------------------------------------------------

The Groups policy is to abstain
      from transactions of a speculative nature in the use of financial instruments;
      consequently all operations with these instruments are exclusively devoted
      to manage and cover exchange or interest rate risks, and the prices of
      raw materials.


Therefore, the Group periodically
      enters into contracts such as swaps, options and futures, which relate
      to the nature of its exposure.


The interest rate swaps, which
      synthetically adjust interest rates on certain indebtedness, involve the
      exchange of fixed and floating rate interest payments over the life of
      the agreement without the exchange of the notional amount. The differential
      to be paid or received is accrued as adjustments to interest income or
      expense over the life of the agreement. Upon early termination of an interest
      rate swap, gains or losses are deferred and amortized as adjustments to
      interest expense of the related debt over the remaining period covered
      by the terminated swap.


The Group periodically enters into
      foreign currency contracts to hedge commitments, transactions or foreign
      income. For foreign currency contracts acquired for the purpose of hedging
      identified commitments, the gain or loss is generally deferred and included
      in the basis of the transaction underlying the commitment. If the underlying
      transaction is not completed, the contract is marked to market with any
      realized or unrealized gains or losses reflected in income. Gains or losses
      on transaction hedges are recognized in income and offset the gains or
      losses on the related transaction. Foreign currency contracts acquired
      for the purpose of hedging foreign income, generally for periods not exceeding
      twelve months, are marked to market with any realized or unrealized gains
      or losses reflected in income.


The Group also enters into raw
      material contracts to totally or partially hedge its purchases. Gains or
      losses related to transactions that qualify for hedge accounting are deferred
      on the balance sheet in other current liabilities or assets and reflected
      in cost of goods sold when the underlying transaction takes place. If future
      purchased raw material needs are revised lower than initially anticipated,
      the futures contracts associated with the reductions no longer qualify
      for deferral and are marked to market. Gains or losses are then recorded
      in other income. The effectiveness of the hedge is measured by a historical
      and probable future high correlation of changes in the fair value of the
      hedging instruments with changes in the value of the hedged item. If correlation
      ceases to exist, hedge accounting will be terminated and gains or losses
      recorded in other income.


Cash flows from financial instruments
      are recognized in the statement of cash flows in a manner consistent with
      the underlying transactions.


|m) | Environmental and product
            liabilities
|-- | -------------------------------------------------

In application of FASB statement
      No 5 the Group recognizes losses and accrues liabilities relating
      to environmental and product liability matters. Accordingly the Group recognizes
      a loss if available information indicates that it is probable and reasonably
      estimable. In the event a loss is neither probable nor reasonably estimable
      but remains possible, the Group discloses this contingency in the notes
      to its consolidated financial statements.


With respect to environmental liabilities,
      the Group estimates losses on a case-by-case basis and makes the best estimate
      it can, based on available information. With respect to product liabilities,
      the Group estimates losses on the basis of current facts and circumstances,
      prior experience with similar matters, the number of claims and the anticipated
      cost of administering, defending and, in some cases, settling such cases.




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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|n) | Stock option plans
|-- | ------------------

In accordance with FASB statement No 123, the Group has chosen to continue to account for stock-based compensation using the intrinsic value method as prescribed by APB No 25. Accordingly, compensation cost is measured as the excess of the market price of the
companys stock at the date of the grant over the exercise price an employee must pay to acquire this stock.


|o) | Use of estimates
|-- | ----------------

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that are reflected in the reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


|p) | Transfers and servicing of financial assets
|-- | -------------------------------------------

FASB statement No 140 provides standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. According to this statement, after a transfer of financial assets, an entity recognizes the financial and servicing assets it
controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered and derecognizes liabilities when extinguished.


|q) | Comprehensive income
|-- | --------------------

Comprehensive income includes all changes in equity that result from recognized transactions or other economic events. Amounts received from shareholders (capital increase) or paid to shareholders (reduction of capital, dividend) and changes in treasury stocks are
excluded from the determination of comprehensive income.


For the periods presented in the consolidated financial statements, only the translation reserve (note 1 (c)) has been added to net income to constitute comprehensive income.


|r) | Other non-operating revenues and expenses
|-- | -----------------------------------------

The cash discounts granted to customers or received from providers, exchange and translation gains and losses, the restructuring expenses, the gains and losses on assets sales and other extraordinary revenues and expenses are classified as non-operating revenues and
expenses.


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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|2) | Goodwill (note 1 (f))
|-- | ---------------------

Goodwill is considered as an integral part of the assets of acquired companies. Goodwill which relates to foreign subsidiaries expressed in local currency is translated into euros using the closing rates, except for those entities located in countries with highly inflationary
economies for which goodwill is directly determined in euros.


Goodwill can be analyzed as follows:


|                           |  | As of December 10,2002 |      
|-------------------------- |  | ---------------------- | -----
|                           |  |                        |      
|                           |  | (€ in millions)        |      
|Gross value                |  |                        | 1,233
|Accumulated amortization   |  |                        | (222 
|                           |  |                        | 1,011
|of which :                 |  |                        |      
| France                   |  |                        | 42   
| Italy                    |  |                        | 107  
| Other European countries |  |                        | 110  
| United States of America |  |                        | 697  
| Other countries          |  |                        | 55   
|                           |  |                        |      
|                           |  |                        | 1,011
|                           |  |                        |      

As of December 10, 2002, the most significant goodwills relate to The Wiremold Company in the United States and Bticino in Italy with a net value of €593 and €97 million respectively amortized on a straight-line basis of 40 years. All other items have individually a net
value of less than €100 million and are amortized on a straight-line basis between 5 and 40 years. Pursuant to impairment tests, the Group wrote off the goodwill related to United Kingdom subsidiary (€12 million).


Changes in goodwill, mainly related to the first consolidation of companies, are analyzed as follows:


|                                |  | From Jan 1, 2002to Dec 10, 2002 |      
|------------------------------- |  | ------------------------------- | -----
|                                |  |                                 |      
|                                |  | (€ in millions)                 |      
|Gross value:                    |  |                                 |      
|At the beginning of the period  |  |                                 | 1,330
| new acquisitions              |  |                                 | 2    
| other changes in gross value  |  |                                 | 21   
| translation effect            |  |                                 | (120 
|                                |  |                                 |      
|At the end of the period        |  |                                 | 1,233
|                                |  |                                 |      
|Amortization:                   |  |                                 |      
|At the beginning of the period  |  |                                 | (181 
| amortization expense          |  |                                 | (53  
| other changes in amortization |  |                                 |      
| translation effect            |  |                                 | 12   
|                                |  |                                 |      
|At the end of the period        |  |                                 | (222 
|                                |  |                                 |      

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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|3) | Property, plant and equipment (note 1 (g))
|-- | ------------------------------------------

Tangible fixed assets, including capitalized leases, are as follows:


|                         |  | France            |       | Other countries   |  | Total             |  
|------------------------ |  | ----------------- | ----- | ----------------- |  | ----------------- | -
|                         |  | As of Dec 10,2002 |       | As of Dec 10,2002 |  | As of Dec 10,2002 |  
|                         |  |                   |       |                   |  |                   |  
|                         |  | (€ in millions)   |       | (€ in millions)   |  | (€ in millions)   |  
|Land                     |  |                   | 20    |                   |  | 42                |  
|Buildings                |  |                   | 290   |                   |  | 304               |  
|Machinery and equipment  |  |                   | 750   |                   |  | 754               |  
|Construction in progress |  |                   | 104   |                   |  | 247               |  
|                         |  |                   |       |                   |  |                   |  
|                         |  |                   | 1,164 |                   |  | 1,347             |  
|Less depreciation        |  |                   | (746  | )                 |  | (765              | )
|                         |  |                   |       |                   |  |                   |  
|                         |  |                   | 418   |                   |  | 582               |  
|                         |  |                   |       |                   |  |                   |  

Changes in property, plant and equipment, can be analyzed as follows:


|                               |  | Period from January 1, 2002to December 10, 2002 |      
|------------------------------ |  | ----------------------------------------------- | -----
|                               |  |                                                 |      
|                               |  | (€ in millions)                                 |      
|At the beginning of the period |  |                                                 | 2,543
| capital expenditures         |  |                                                 | 127  
| disposals                    |  |                                                 | (53  
| new consolidated entities    |  |                                                 | (6   
| translation effect           |  |                                                 | (100 
|                               |  |                                                 |      
|At the end of the period       |  |                                                 | 2,511
|                               |  |                                                 |      

During the same period, the depreciation of fixed assets has changed as follows:


|                               |  | Period from January 1, 2002to December 10, 2002 |       
|------------------------------ |  | ----------------------------------------------- | ------
|                               |  |                                                 |       
|                               |  | (€ in millions)                                 |       
|At the beginning of the period |  |                                                 | (1,451
| depreciation expense         |  |                                                 | (160  
| disposals                    |  |                                                 | 44    
| new consolidated entities    |  |                                                 | 3     
| translation effect           |  |                                                 | 53    
|                               |  |                                                 |       
|At the end of the period       |  |                                                 | (1,511
|                               |  |                                                 |       

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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|4) | Capital leases
|-- | --------------

|   |                                                                                      
|-- | -------------------------------------------------------------------------------------
|a) | Property, plant and equipment include the following assets held under capital leases:
|   |                                                                                      

|                        |  | As of December 10,2002 |    
|----------------------- |  | ---------------------- | ---
|                        |  |                        |    
|                        |  | (€ in millions)        |    
|Land                    |  |                        | 4  
|Buildings               |  |                        | 57 
|Machinery and equipment |  |                        | 8  
|                        |  |                        |    
|                        |  |                        | 69 
|                        |  |                        |    
|Less depreciation       |  |                        | (20
|                        |  |                        |    
|                        |  |                        | 49 
|                        |  |                        |    

|   |                                                                          
|-- | -------------------------------------------------------------------------
|b) | Capital lease obligations are presented in the balance sheets as follows:
|   |                                                                          

|                      |  | As of December 10,2002 |   
|--------------------- |  | ---------------------- | --
|                      |  |                        |   
|                      |  | (€ in millions)        |   
|Long-term borrowings  |  |                        | 26
|Short-term borrowings |  |                        | 8 
|                      |  |                        |   
|                      |  |                        | 34
|                      |  |                        |   

|   |                                                                        
|-- | -----------------------------------------------------------------------
|c) | Future minimum lease payments related to capital leases are as follows:
|   |                                                                        

|                                               |  | As of December 10,2002 |   
|---------------------------------------------- |  | ---------------------- | --
|                                               |  |                        |   
|                                               |  | (€ in millions)        |   
|Payable within one year                        |  |                        | 9 
|Payable in one to two years                    |  |                        | 10
|Payable in two to three years                  |  |                        | 6 
|Payable in three to four years                 |  |                        | 5 
|Payable in four to five years                  |  |                        | 5 
|Payable beyond five years                      |  |                        | 1 
|                                               |  |                        |   
|                                               |  |                        | 36
|Less interest portion                          |  |                        | (2
|                                               |  |                        |   
|Present value of future minimum lease payments |  |                        | 34
|                                               |  |                        |   

|   |            
|-- | -----------
|5) | Investments

Investments which do not relate to consolidated companies are as follows:


|                        |  | As of December 10,2002 |   
|----------------------- |  | ---------------------- | --
|                        |  |                        |   
|                        |  | (€ in millions)        |   
|Equity method investees |  |                        | 14
|Other investments       |  |                        | 13
|                        |  |                        |   
|                        |  |                        | 27
|                        |  |                        |   

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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

The key figures, which concern equity method investees, are as follows:


|             |  | Period from January 1, 2002to December 10, 2002 |   
|------------ |  | ----------------------------------------------- | --
|             |  |                                                 |   
|             |  | (€ in millions)                                 |   
|Net sales    |  |                                                 | 28
|Net income   |  |                                                 | 4 
|Total assets |  |                                                 | 31

|   |                         
|-- | ------------------------
|6) | Other non-current assets

The other non-current assets are mainly composed of trademarks and patents valued further to Legrands acquisitions.


They are as follows:


|                          |  | As of December 10,2002 |    
|------------------------- |  | ---------------------- | ---
|                          |  |                        |    
|                          |  | (€ in millions)        |    
|Schneider Electric stocks |  |                        |    
|Trade names               |  |                        | 78 
|Patents and licences      |  |                        | 24 
|Softwares                 |  |                        | 19 
|Miscellaneous             |  |                        | 264
|                          |  |                        |    
|                          |  |                        | 385
|                          |  |                        |    

|   |                         
|-- | ------------------------
|7) | Inventories (note 1 (h))
|   |                         

|                                  |  | As of December 10,2002 |    
|--------------------------------- |  | ---------------------- | ---
|                                  |  |                        |    
|                                  |  | (€ in millions)        |    
|Purchased raw-materials and parts |  |                        | 137
|Sub-assemblies, work in process   |  |                        | 90 
|Finished goods                    |  |                        | 265
|                                  |  |                        | 492
|Less allowances                   |  |                        | (66
|                                  |  |                        |    
|                                  |  |                        | 426
|                                  |  |                        |    

|   |                          
|-- | -------------------------
|8) | Trade accounts receivable
|   |                          

|                          |  | As of December 10,2002 |    
|------------------------- |  | ---------------------- | ---
|                          |  |                        |    
|                          |  | (€ in millions)        |    
|Trade accounts receivable |  |                        | 502
|Notes receivables         |  |                        | 183
|                          |  |                        |    
|                          |  |                        | 685
|Less allowances           |  |                        | (25
|                          |  |                        |    
|                          |  |                        | 660
|                          |  |                        |    

The Group realizes over 95% of its sales to distributors of electrical fittings, each of the two largest representing approximately 13% of consolidated net sales.


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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|9) | Marketable securities
|-- | ---------------------

Marketable securities are carried at the lower of cost or market. Unrealized gains which relate to these securities, are analyzed below:


|                                                |  | Period from January 1, 2002to December 10, 2002 |    
|----------------------------------------------- |  | ----------------------------------------------- | ---
|                                                |  |                                                 |    
|                                                |  | (€ in millions)                                 |    
|Unrealized gains at the beginning of the period |  |                                                 | 5  
|Increase (reduction) in fair value              |  |                                                 | 5  
|Realized gains during the year                  |  |                                                 | (10
|                                                |  |                                                 |    
|Unrealized gains at the end of the period       |  |                                                 |   
|                                                |  |                                                 |    

Of the net proceeds of the issuance of the 81⁄2% debentures (see note 14), 162 millions of US dollars were reinvested in marketable securities having an average rating at AA/Aa3. In order to manage interest and exchange rate risks, these securities, denominated in
US dollars, were swapped into a variable remuneration indexed to LIBOR and receivable on the dates of payment of the interest on the debentures. A fluctuation of the US dollar interest rate therefore had no effect on the total market value of these investments and their
related swaps. Up to this amount, variations of the US dollar/euro exchange rate resulted in a compensating adjustment of the euro value of balances on the balance sheet.


|10) | Capital stock and earnings per share
|--- | ------------------------------------

|   |              
|-- | -------------
|a) | Capital stock

Capital stock consists of the following number of shares:


|                                                |  | As of December 10,2002 |           
|----------------------------------------------- |  | ---------------------- | ----------
|                                                |  |                        |           
|Common shares                                   |  |                        |           
|Issued                                          |  |                        | 21,440,808
|Held by the Group                               |  |                        |           
| to cover the stock-options plan               |  |                        |           
| to stabilize the market price                 |  |                        |           
| others                                        |  |                        |           
|Outstanding                                     |  |                        | 21,440,808
|                                                |  |                        |           
|Preferred, non-voting shares                    |  |                        |           
|Issued                                          |  |                        | 6,719,529 
|Held by the Group to stabilize the market price |  |                        |           
|Outstanding                                     |  |                        | 6,719,529 

Preferred non-voting shares have no voting right but have priority as to dividends for an amount of €1.00 per share and in total must be equal to 1.6 times the dividend paid per common share. The consolidated statements of shareholders equity disclose the amount of
the dividend paid or proposed for each class of shares.


Common shares and preferred non-voting shares have equal rights with respect to undistributed earnings.


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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|b) | Earnings per share
|-- | ------------------

Earnings per share are computed based on the average number of both common and preferred shares outstanding during the period, as specified in note 1 (d).


FASB statement No. 128 specifies that earnings per share should be calculated separately for each class of shares assuming that the total consolidated income of the year would be distributed as a dividend. This unrealistic assumption is inconsistent with financing
requirements for capital expenditures, business development and acquisitions, etc. and has not been retained. Accordingly, the two-class method of computing earnings per-share prescribed by SFAS No. 128 is not utilized by the Group. Instead, each common and preferred,
non-voting share outstanding during the period is assumed to have an equal interest, on a per-share basis, in the earnings of the Group.


Earnings per share are shown in the consolidated statements of income.


|11) | Stock options and employee profit sharing
|--- | -----------------------------------------

|   |                   
|-- | ------------------
|a) | Stock option plans

In May 1999, the shareholders authorized the company to issue, until May 2004, up to 700,000 options to purchase or subscribe to common shares or preferred, non-voting shares. This option plan is open to all French employees. On December 13, 1999, the company
established a new plan for the purchase of common shares, open to all French employees meeting certain limited employment qualifications. The exercise price is equal to the average opening market price of the shares on the Paris stock exchange for twenty trading days prior
to December 13. The options may not be exercised for 5 years subsequent to the date of the grant and may be exercised for a period of 2 years subsequent to that date. Options granted do not vest for 5 years subsequent to the date of the grant and are forfeited if the employee
is dismissed for wilful misconduct. On November 21, 2000, the company established a new stock subscription plan open to all French employees meeting certain limited employment qualifications which options could be granted at a price equal to the average opening market
price of the shares on the Paris stock exchange for twenty trading days prior to November 21, 2000. The options may not be exercised for 5 years subsequent to the date of the grant and may be exercised for a period of 2 years subsequent to that date. On November 13, 2001,
the company established a new stock subscription plan open to all French employees meeting certain limited employment qualifications which options could be granted at a price equal to the average opening market price of the shares on the Paris stock exchange for twenty
trading days prior to November 21, 2000. The options may not be exercised for 4 years subsequent to the date of the grant and may be exercised for a period of 3 years subsequent to that date.


Holders of stock options granted by Legrand SA (other than holders of stocks options granted in 2001) have the right to exchange the ordinary and preferred non-voting shares resulting from the exercise of such stock options for Schneider shares pursuant to an
undertaking provided by Schneider to the holders of such stock options during its public tender offer for Legrand SA. On December 10, 2002, FIMAF and Schneider entered into a call and put option agreement whereby Schneider has agreed that it will sell to FIMAF, if
FIMAF so wishes, and FIMAF has agreed to purchase, if Schneider so wishes, all ordinary and preferred non-voting shares of Legrand SA held by Schneider as a result of the exercise of such stock options. The call options is exercisable by FIMAF for a period of six months
from the date on which Schneider becomes the recorded owner of the relevant Legrand SA shares and the put option may be exercised by Schneider after six months and fifteen days from the date on which Schneider becomes the recorded owner of the relevant Legrand SA
shares and in no event later than twelve months after such date. Options subject to Schneider s stock options undertaking have exercise periods that continue through and until November 2007. As of December 10, 2002, the total number of options subject to Schneider Electric
undertaking (and thus subject to the put and call agreement) was 219,672 and 5,000 with respect to Legrands ordinary and referrednon-voting shares, respectively.


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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|Nature
            of the plans                         |  | Subscription |   | Purchase  |   |          |  
|------------------------------------------------------- |  | ------------ | - | --------- | - | -------- | -
|                                                        |  |              |   |           |   |          |  
|dates
            of attribution of
            options |  | 1996         |   | 1997      |   | 1998     |  
|                                                        |  |              |   |           |   |          |  
|nature
            of shares offered                    |  | ordinary     |   | preferred |   | ordinary |  
|                                                        |  |              |   |           |   |          |  
|Number of grantees                                      |  | 5            |   | 6         |   | 6        |  
|Exercisable from                                        |  | 11-1996      |   | 12-1997   |   | 10-1998  |  
|Exercisable until                                       |  | 11-2002      |   | 12-2003   |   | 10-2004  |  
|Option price (in Euros)                                 |  | 107.42       |   | 67.08     |   | 132.45   |  
|Number of options granted                               |  | 7,400        |   | 2,000     |   | 11,750   |  
|Options exercised in 1999                               |  | 0            |   | 0         |   | 0        |  
|Options cancelled in 1999                               |  | 0            |   | 0         |   | 0        |  
|                                                        |  |              |   |           |   |          |  
|Balance at the end of 1999                              |  | 7,400        |   | 2,000     |   | 11,750   |  
|Options exercised in 2000                               |  | (2,000       | ) | 0         |   | (3,000   | )
|Options cancelled in 2000                               |  | 0            |   | 0         |   | 0        |  
|                                                        |  |              |   |           |   |          |  
|Balance at the end of 2000                              |  | 5,400        |   | 2,000     |   | 8,750    |  
|Options exercised in 2001                               |  | 0            |   | 0         |   | 0        |  
|Options cancelled in 2001                               |  | 0            |   | 0         |   | 0        |  
|                                                        |  |              |   |           |   |          |  
|Balance at the end of 2001                              |  | 5,400        |   | 2,000     |   | 8,750    |  
|Options exercised in 2002                               |  | (5,400       | ) | (2,000    | ) | 0        |  
|Options cancelled in 2002                               |  | 0            |   | 0         |   | 0        |  
|                                                        |  |              |   |           |   |          |  
|Balance at December 10, 2002                            |  | 0            |   | 0         |   | 8,750    |  
|                                                        |  |              |   |           |   |          |  

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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



The fair value of options at the date of grant is calculated in compliance with FASB Statement No. 123, using the Black-Scholes model, with the following assumptions:


|Nature of the plans              |  | Subscription |             | Purchase  | 
|-------------------------------- |  | ------------ | ----------- | --------- | 
|                                 |  |              |             |           | 
|dates of attribution of          |  |              |             |           | 
|options                          |  | 1996         |             | 1997      | 
|                                 |  |              |             |           | 
|nature of shares offered         |  | ordinary     |             | preferred | 
|                                 |  |              |             |           | 
|Expected average life (years)    |  |              | 4
    years |           | 
|Interest rate (5 years bonds)    |  |              | 5.37%       |           | 
|Implied volatility               |  |              | 26.5        | %         | 
|Dividend yield                   |  |              | 1.5         | %         | 
|Fair value of the option (Euros) |  |              | 47          |           | 

In accordance with the provisions of APB No. 25, the company did not recognize any compensation cost for the period January 1, 2002 to December 10, 2002.


Had compensation cost been determined on the fair value at the grant date for awards since 1995 (non retroactively), the effect on the companys 2002 net income would have not been material neither on earnings per share nor on net worth.


|b) | Employee profit sharing
|-- | -----------------------

French law provides for employees sharing in the profit of the French Group companies to the extent that the profit after tax of such entities exceeds a certain level. Amounts accrued are generally payable to employees after a period of 5 years and bear interest at
varying, negotiated rates (from 6 to 9%).


In addition to this obligation, French Group companies and certain foreign subsidiaries pay to their employees a portion of their income calculated on the basis of predetermined formulas negotiated by each entity.


Employee profit sharing expense amounted to €23 million at December 10, 2002.


|12) | Retained earnings and foreign translation reserve
|--- | -------------------------------------------------

|   |                  
|-- | -----------------
|a) | Retained earnings

Retained earnings of Legrand SA and its consolidated subsidiaries can be analyzed as follows:


|                                                      |  | As of December 10,2002 |      
|----------------------------------------------------- |  | ---------------------- | -----
|                                                      |  |                        |      
|                                                      |  | (€ in millions)        |      
|Legrands legal reserve (not distributable)           |  |                        | 6    
|Legrands undistributed retained earnings             |  |                        | 656  
|Legrands share of earnings of consolidated companies |  |                        | 1,245
|                                                      |  |                        |      
|                                                      |  |                        | 1,907
|                                                      |  |                        |      

Retained earnings of Legrand SA and those of its French subsidiaries filing a consolidated tax return are as follows:


|                               |  | As of December 10,2002 |    
|------------------------------ |  | ---------------------- | ---
|                               |  |                        |    
|                               |  | (€ in millions)        |    
|Available for distribution     |  |                        |    
|Not available for distribution |  |                        | 729

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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

|b) | Foreign currency translation reserve
|-- | ------------------------------------

As specified in note 1 (c) this account records the effects of currency fluctuations on financial statements of subsidiaries when they are translated into euros.


From January 1, 1999, the translation reserve corresponding to the translation into euros of the financial statements of subsidiaries located in countries having elected to use the euro as their legal local currency (*) will not be modified and will be recorded in the
consolidated balance sheet for its historical value as of December 31, 1998, such amount remaining unchanged until those subsidiaries are sold or substantially liquidated. This principle was also applied to Greece, which elected to use euro as its legal local currency on January
1, 2001.


The foreign currency translation reserve records the impact of fluctuations in the following currencies:


|                       |  | As of December 10,2002 |     
|---------------------- |  | ---------------------- | ----
|                       |  |                        |     
|                       |  | (€ in millions)        |     
|Euro areas currencies |  |                        | (181
|US dollar              |  |                        | (30 
|Other currencies       |  |                        | (118
|                       |  |                        |     
|                       |  |                        | (329
|                       |  |                        |     

The line other currencies mainly refers to the area rest of the world (note 26).


| | 
| | 

|(*) | Countries having elected to use the euro as their legal currency on January 1, 1999 are:
|--- | ----------------------------------------------------------------------------------------

| | Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal, Spain.
| | ---------------------------------------------------------------------------------------------------------

|    |                                     
|--- | ------------------------------------
|13) | Subordinated perpetual notes (TSDIs)

In December 1990 and March 1992, the company issued, at par, subordinated perpetual notes with nominal values of €457 million and €305 million, respectively.


The subordinated perpetual notes have no stated due date or maturity and the company has no obligation to redeem them unless the company enters into liquidation or voluntary dissolution, or if a final judgment is entered ordering the sale of the entire business of the
company. In such case, redemption of the principal of the subordinated perpetual notes would be subordinated to the complete payment of all creditors, excluding any participating loans (prêts participatifs) or participating securities (titres participatifs) that might be
outstanding.


At the time of issuance, agreements were entered into with third party companies who will repurchase the subordinated perpetual notes from the holders fifteen years after issuance. In accordance with these agreements, and in return for initial lump sum payments of €100 million and €77 million, these companies have agreed to relinquish any rights to interest on these subordinated perpetual notes after that time. Until the time of this repurchase, the company is obligated to make periodic interest payments on the nominal value, calculated
at a rate indexed to the Paris inter-bank offered rate (EURIBOR). In accordance with French tax instructions, these payments are only tax deductible for the portion representing the net proceeds of the issue.


The payment of interest on the subordinated perpetual notes can be suspended if (i) Legrands consolidated net equity falls below €412 million, (ii) Legrand SA has not paid an ordinary dividend (excluding dividends paid on preferred, non-voting shares and first
statutory dividend) and (iii) no interim dividend has been declared. Deferred payments would bear interest, would not be subordinated in case of liquidation and would be paid before the payment of any ordinary dividend.


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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



In order to manage its exposure
      to interest rate changes, semi-annual payments have been hedged using interest
      rate swaps. The payments, taking into account the effect of the swap agreements,
      represented on an annual basis, 9.6% (for the period from January 1, 2002
      to December 10, 2002).


The amortization of the residual
      carrying value is as follows:


|     |  | As
          of December 10,2002 |    
|---- |  | -------------------------------- | ---
|     |  |                                  |    
|     |  | (€ in
          millions)        |    
|2002 |  |                                  | 4  
|2003 |  |                                  | 56 
|2004 |  |                                  | 62 
|2005 |  |                                  | 66 
|2006 |  |                                  | 26 
|2007 |  |                                  | 5  
|     |  |                                  |    
|     |  |                                  | 219
|     |  |                                  |    

|    |                     
|--- | --------------------
|14) | Long-term borrowings

On February 14, 1995, Legrand SA
      issued on the American public market US$ 400 million of 81⁄2% debentures
      due February 15, 2025 (Yankee bonds). Interest on the debentures is payable
      semiannually in arrears on February 15 and August 15 of each year, beginning
      August 15, 1995.


The debentures are not subject
      to any sinking fund and are not redeemable prior to maturity, except upon
      the occurrence of certain changes in the law requiring the payment of amounts
      in addition to the principal and interest. Should the company, by law,
      not be permitted to pay any such additional amounts, redemption generally
      would be mandatory or, if such amounts could be paid, the company may,
      at its option, redeem all  but not part  of the debentures.
      Each holder of the debentures may also require the company to repurchase
      its debentures upon the occurrence of a hostile change of control.


In connection with the issuance
      of the debentures, the company also entered into an interest rate swap
      agreement for 30 years. The settlement dates of the differential to be
      paid or received concur with the interest payment dates of the debentures,
      so as to provide an effective hedge of the payments. As a result of this
      agreement, the effective interest rate of the debentures after swap is
      LIBOR plus a margin of 0.53%.


Legrand SA has used a portion of
      this borrowing for the acquisition of certain operations in the United
      States of America.


Long-term borrowings (including
      capitalized leases), in addition to the 81⁄2% debentures (€401 million
      at the closing exchange rate), comprise the following:


|            |  | € in
          millions |     | Maturities |  | Interestrates | 
|----------- |  | ----------------------- | --- | ---------- |  | ------------- | 
|            |  |                         |     |            |  |               | 
|currencies: |  |                         |     |            |  |               | 
| Euro      |  |                         | 9   |            |  | 2005          | 
| Euro      |  |                         | 12  |            |  | 2009          | 
| Euro      |  |                         | 198 |            |  | 2011          | 

and other borrowings aggregating €23
    million of which the amounts, individually, are not significant, none of
    them exceeding €10 million. These borrowings will be reimbursed through
    2014.

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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Long-term borrowings are denominated
      in the following currencies:


|                             |  | As
          of December 10,2002 |    
|---------------------------- |  | -------------------------------- | ---
|                             |  |                                  |    
|                             |  | (€ in
          millions)        |    
|currencies:                  |  |                                  |    
| Euro                       |  |                                  | 240
| US
          dollar        |  |                                  | 401
| other
          currencies |  |                                  | 2  
|                             |  |                                  |    
|                             |  |                                  | 643
|                             |  |                                  |    

Maturity dates are as follows:


|                                         |  | As
          of December 10,2002 |    
|---------------------------------------- |  | -------------------------------- | ---
|                                         |  |                                  |    
|                                         |  | (€ in
          millions)        |    
|Payable
          in one to two years    |  |                                  | 9  
|Payable
          in two to three years  |  |                                  | 7  
|Payable
          in three to four years |  |                                  | 6  
|Payable
          in four to five years  |  |                                  | 5  
|Payable
          beyond five years      |  |                                  | 616
|                                         |  |                                  |    
|                                         |  |                                  | 643
|                                         |  |                                  |    

Interest rates on long-term borrowings
      are as follows:


|                                             |  | € in
          millions |     | averageinterest rates in % | 
|-------------------------------------------- |  | ----------------------- | --- | -------------------------- | 
|                                             |  |                         |     |                            | 
|Issued
          by French companies:        |  |                         |     |                            | 
| 81⁄2%
          debentures                   |  |                         | 401 |                            | 
| bank
          borrowings                  |  |                         | 110 |                            | 
| capital
          leases                   |  |                         | 3   |                            | 
|                                             |  |                         |     |                            | 
|Issued
          by foreign Group companies: |  |                         |     |                            | 
| bank
          borrowings                  |  |                         | 106 |                            | 
| capital
          leases                   |  |                         | 23  |                            | 
|                                             |  |                         |     |                            | 
|                                             |  |                         | 643 |                            | 
|                                             |  |                         |     |                            | 

These borrowings are collateralized
      as follows:


|                                                    |  | As
          of December 10,2002 |   
|--------------------------------------------------- |  | -------------------------------- | --
|                                                    |  |                                  |   
|                                                    |  | (€ in
          millions)        |   
|Assets
          mortgaged or pledged as collateral |  |                                  | 6 
|Guarantees
          given to banks                 |  |                                  | 17
|                                                    |  |                                  |   
|                                                    |  |                                  | 23
|                                                    |  |                                  |   

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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|15) | Long-term liabilities
|--- | ---------------------

Long-term liabilities are as follows:


|                                                       |  | As
          of December 10,2002 |    
|------------------------------------------------------ |  | -------------------------------- | ---
|                                                       |  |                                  |    
|                                                       |  | (€ in
          millions)        |    
|Retirement
          indemnities in France             |  |                                  | 18 
|Other
          retirement indemnities and benefits    |  |                                  | 23 
|End
          of contract indemnities (Italy)          |  |                                  | 44 
|Employees
          profit sharing (long-term portion) |  |                                  | 30 
|Other
          long-term liabilities                  |  |                                  | 54 
|                                                       |  |                                  |    
|                                                       |  |                                  | 169
|                                                       |  |                                  |    

|   |                  
|-- | -----------------
|a) | Global obligation

The global obligation of the Groups
      pension and post-retirement plans consisting primarily of the plans in
      France, Italy, the United States of America and the United Kingdom is as
      follows:


|                                                                      |  | As
          of December 10,2002 |    
|--------------------------------------------------------------------- |  | -------------------------------- | ---
|                                                                      |  |                                  |    
|                                                                      |  | (€ in
          millions)        |    
|Projected
          benefit obligation at the beginning of the period |  |                                  | 234
|New
          consolidated entities                                   |  |                                  | 0  
|Foreign
          currency exchange rates                             |  |                                  | (19
|Rights
          newly acquired                                       |  |                                  | 13 
|Rights
          cancelled                                            |  |                                  | 1  
|Rights
          used                                                 |  |                                  | (12
|Interest
          costs                                              |  |                                  | 0  
|                                                                      |  |                                  |    
|Projected
            benefit obligation at the end of the period     |  |                                  | 217
|                                                                      |  |                                  |    

The evolution of the total net
      assets of the funds is shown below.


|                                                    |  | As
          of December 10,2002 |    
|--------------------------------------------------- |  | -------------------------------- | ---
|                                                    |  |                                  |    
|                                                    |  | (€ in
          millions)        |    
|Fair
          value at the beginning of the period |  |                                  | 132
|New
          consolidated entities                 |  |                                  | 0  
|Foreign
          currency exchange rates           |  |                                  | (15
|Increase                                            |  |                                  | 0  
| interest
          revenues                       |  |                                  | 1  
| employer
          contribution                   |  |                                  | 0  
|Decrease                                            |  |                                  | 0  
|Return
          on asset                           |  |                                  | (6 
|                                                    |  |                                  |    
|Fair
            value at the end of period         |  |                                  | 112
|                                                    |  |                                  |    

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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



The net impact on the consolidated
      income is summarized as follows:


|                                                                     |  | As
          of December 10,2002 |    
|-------------------------------------------------------------------- |  | -------------------------------- | ---
|                                                                     |  |                                  |    
|                                                                     |  | (€ in
          millions)        |    
|Service
          costs  rights newly acquired                      |  |                                  | (13
|Service
          costs  cancellation of previous rights            |  |                                  | (1 
|Payments
          of rights (net of cancellation of prior reserves) |  |                                  | 0  
|Interest
          costs                                             |  |                                  | 0  
|Net
          revenue on funds                                       |  |                                  | 1  
|                                                                     |  |                                  |    
|                                                                     |  |                                  | (13
|                                                                     |  |                                  |    
|                                                                     |  |                                  |    

|                                                     |  | As
          of December 10,2002 |    
|---------------------------------------------------- |  | -------------------------------- | ---
|                                                     |  |                                  |    
|                                                     |  | (€ in
          millions)        |    
|Funded
            status of plan at end of the year |  |                                  | 105
|Unrecognized
          net acturial loss             |  |                                  | (21
|                                                     |  |                                  |    
|Net
            pension plan (asset) liability       |  |                                  | 84 
|                                                     |  |                                  |    
|                                                     |  |                                  |    

|                                                  |  | As
          of December 10,2002 |   
|------------------------------------------------- |  | -------------------------------- | --
|                                                  |  |                                  |   
|                                                  |  | (€ in
          millions)        |   
|Amounts
            recorded on the Balance Sheet |  |                                  |   
|Net
          pension plan liability              |  |                                  | 84
|Net
          pension plan asset                  |  |                                  | 0 
|                                                  |  |                                  |   
|Net
            pension plan (asset) liability    |  |                                  | 84
|                                                  |  |                                  |   

|   |                                                           
|-- | ----------------------------------------------------------
|b) | Provision for retirement
            indemnities in France

Based on labor agreements or internal
      conventions, the employees of the Group may be entitled to retirement indemnities,
      as well as complementary pensions in addition to those acquired in compliance
      with legal obligations in force in each country.


The provisions recorded in the
      consolidated balance sheet concern only rights which are not definitively
      acquired and the Group has no obligation with respect to rights definitively
      acquired by former employees, such rights having been duly paid at the
      time of their retirement, either directly or through a specialized insurance
      company.


The computation of these future
      obligations was based on turnover, mortality, and assumptions of increase
      of salaries and discount rates. In France, the calculation was based on
      an assumption of an increase of salaries of 3% and a discount rate of 5%.


In December 1998, the obligation
      in respect with French retirement indemnities has been partially funded
      with insurance company. This company, to the extent of the funded percentage,
      will ensure the payment of the related indemnities to the employees at
      the date of their retirement. The fund will be increased at the end of
      each month with the net results of the fund, and, as far as it will be
      necessary, by additional payments of the Groups companies; it will
      be reduced by the payments to employees.


Accordingly, the provision recorded
      in the consolidated balance sheet corresponds to the portion of the global
      obligation remaining payable by Legrand SA; this amount is equal to the
      difference between the global obligation recalculated at each closing,
      based on assumptions described above, and the net residual value of the
      fund at this same date.




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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Legrand SA entered into a complementary
      agreement for the pension of the Executive Committees French members.
      The net liability, which amounts to €11.9 million as of December 10,
      2002, is being amortized over the service life of the employees.


The Group also has various pension
      arrangements in foreign subsidiaries (except for Wiremold and Legrand UK,
      see note 15(c), none of which is individually material. Provisions accrued
      under such obligations amounted to €8 million as of December 10, 2002.


|c) | Provision for end-of-contract
            indemnities in Italy
|-- | --------------------------------------------------------------

In accordance with employment legislation
      in force in Italy, provisions for end-of-contract indemnities have been
      established in the accounts of the Italian companies. The annual contribution
      is defined by law and approximates one month of remuneration per year of
      service. Amounts attributed to an employee are revalued each year in accordance
      with a specific index published by the government. Such amounts are fully
      vested and are paid at the time an employee leaves. The companies have
      no further liability to the employee once such payment is made.


The related expenses amounted to €7
      million for the period from January 1, 2002 to December 10, 2002.


The computation of the future obligations
      was based on turnover, mortality, and assumptions of increases in salaries
      and discount rates. In Italy, the calculation was based on an assumption
      of an increase in salaries of 2.5%, a discount rate of 5.2%.


|d) | Provision for retirement
            indemnities and other postretirement benefits
|-- | ----------------------------------------------------------------------------------

In the United States of America
      and the United Kingdom, the Group provides pension benefits for employees
      and health care and life insurance for certain retired employees.


The pension benefits above amount
      to €124 million as of December 10, 2002. This amount is compensated
      by pension fund assets and provisions estimated at €89 million as
      of December 10, 2002. This difference is spread over the residual employment
      period of the staff through the pension contribution.


The computation of the future obligations
      was based on turnover, mortality, and assumptions of increases in salaries
      and discount rates. In the United States, the calculation was based on
      an assumption of an increase in salaries of 4.25%, a discount rate of 6.5%
      and an expected return on plan assets of 9.25%. In the United Kingdom,
      the calculation was based on an assumption of an increase in salaries of
      3.50%, a discount rate of 5.75% and an expected return on plan assets of
      7.00%.


|16) | Short-term borrowings
|--- | ---------------------
|    |                      

|                                                       |  | As
          of December 10,2002 |    
|------------------------------------------------------ |  | -------------------------------- | ---
|                                                       |  |                                  |    
|                                                       |  | (€ in
          millions)        |    
|Current
          portion of long-term bank borrowings |  |                                  | 164
|Current
          portion of capital leases            |  |                                  | 8  
|Commercial
          paper                             |  |                                  | 536
|Bank
          overdrafts                              |  |                                  | 73 
|Other
          short-term borrowings                  |  |                                  | 167
|                                                       |  |                                  |    
|                                                       |  |                                  | 948
|                                                       |  |                                  |    

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LEGRAND
      SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



The company regularly issues commercial
      paper at interest rates based on EONIA. The average interest rate amounted
      to 3.4% for the period from January 1, 2002 to December 10, 2002. The borrowings
      were generally for a period of one month.


|17) | Other current liabilities
|--- | -------------------------
|    |                          

|                                                        |  | As
          of December 10,2002 |    
|------------------------------------------------------- |  | -------------------------------- | ---
|                                                        |  |                                  |    
|                                                        |  | (€ in
          millions)        |    
|Tax
          liabilities                               |  |                                  | 118
|Accrued
          salaries and payroll taxes            |  |                                  | 148
|Short-term
          portion of employee profit sharing |  |                                  | 7  
|Payables
          related to fixed asset acquisitions  |  |                                  | 8  
|Amounts
          due for services                      |  |                                  | 76 
|Customer
          advance payments                     |  |                                  | 5  
|Others                                                  |  |                                  | 101
|                                                        |  |                                  |    
|                                                        |  |                                  | 463
|                                                        |  |                                  |    

|    |                                         
|--- | ----------------------------------------
|18) | Analysis of certain
            expenses

|   |                                                                                          
|-- | -----------------------------------------------------------------------------------------
|a) | Operating expenses include,
            in particular, the following categories of costs:
|   |                                                                                          

|                                                 |  | Period
          from January 1, 2002to December 10, 2002 |     
|------------------------------------------------ |  | --------------------------------------------------------- | ----
|                                                 |  |                                                           |     
|                                                 |  | (€ in
          millions)                                 |     
|Consumption
          of raw-materials and parts |  |                                                           | (785
|Salaries
          and related payroll taxes     |  |                                                           | (809
|Employees
          profit sharing               |  |                                                           | (23 
|                                                 |  |                                                           |     
|Total
            cost of personnel              |  |                                                           | (832
|                                                 |  |                                                           |     

The headcount of the consolidated
      companies, registered as of December 10, 2002, amounts to 26,898.


|b) | Other revenues (expenses)
            include:
|-- | ----------------------------------------------
|   |                                               

|                                                  |  | Period
          from January 1, 2002to December 10, 2002 |    
|------------------------------------------------- |  | --------------------------------------------------------- | ---
|                                                  |  |                                                           |    
|                                                  |  | (€ in
          millions)                                 |    
|Cash
          discounts granted to customers     |  |                                                           | (35
|Exchange
          and translation gains (losses) |  |                                                           | (3 
|Others                                            |  |                                                           | (27
|                                                  |  |                                                           |    
|                                                  |  |                                                           | (65
|                                                  |  |                                                           |    

The caption Others relates
      principally to restructuring charges. For the period from January 1, 2002
      through December 10, 2002, the Group recognized a restructuring charge
      of €24 million. This charge related to expenses to be incurred in
      connection with several restructuring plans implemented principally in
      France and in the United States. In France, the Group initiated a voluntary
      early retirement plan, which is expected to affect approximately 670 employees
      of the Groups French entities. As of December 10, 2002, the Group
      recognized a provision amounting to approximately €5 million related
      to approximately 180 employees who had formally accepted the offer of early
      retirement as of that date. In addition to the voluntary retirement plan
      in France, the Group recognized provisions related to the closure of certain
      production and logistics facilities in the United States, which were either
      transferred to lower cost geographies or consolidated with


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LEGRAND
      SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



existing facilities in the same geography.
    The total provision recognized in the United States for these activities
    amounted to approximately €16 million.

|   |                                                            
|-- | -----------------------------------------------------------
|c) | Expenses related to
            the takeover bid for shares

For the period from January 1,
      2002 to December 10, 2002, Legrand SA accounted for costs related to the
      takeover bid for shares (see note 27). The gross value amounts to €3.3
      million (€2.1 million after tax). These costs, mainly fees and bank
      costs, are non-recurring expenses and are therefore included in nonoperating
      expenses.


|19) | Interest income (expense)
|--- | -------------------------
|    |                          

|                                                        |  | Period
          from January 1, 2002to December 10, 2002 |    
|------------------------------------------------------- |  | --------------------------------------------------------- | ---
|                                                        |  |                                                           |    
|                                                        |  | (€ in
          millions)                                 |    
|Interest
          income                               |  |                                                           | 57 
|Interest
          expense                              |  |                                                           | (85
|                                                        |  |                                                           |    
|                                                        |  |                                                           | (28
|Interest
          on subordinated securities (note 13) |  |                                                           | (22
|                                                        |  |                                                           |    
|                                                        |  |                                                           | (50
|                                                        |  |                                                           |    
|Less
          capitalized interest (note 1(g))         |  |                                                           | 0  
|                                                        |  |                                                           | (50
|                                                        |  |                                                           |    

|    |                                                
|--- | -----------------------------------------------
|20) | Income taxes (current
            and deferred)

Income before taxes, minority interests
      and equity in earnings of investees is as follows:


|                         |  | Period
          from January 1, 2002to December 10, 2002 |    
|------------------------ |  | --------------------------------------------------------- | ---
|                         |  |                                                           |    
|                         |  | (€ in
          millions)                                 |    
|France                   |  |                                                           | 61 
|Outside
          France |  |                                                           | 173
|                         |  |                                                           |    
|                         |  |                                                           | 234
|                         |  |                                                           |    

Income tax expense consists of
      the following:


|                                 |  | Period
          from January 1, 2002to December 10, 2002 |    
|-------------------------------- |  | --------------------------------------------------------- | ---
|                                 |  |                                                           |    
|                                 |  | (€ in
          millions)                                 |    
|Current
          income taxes:  |  |                                                           |    
|France                           |  |                                                           | 13 
|Outside
          France         |  |                                                           | (60
|                                 |  |                                                           |    
|                                 |  |                                                           | (47
|                                 |  |                                                           |    
|Deferred
          income taxes: |  |                                                           |    
|France                           |  |                                                           | (7 
|Outside
          France         |  |                                                           | (1 
|                                 |  |                                                           |    
|                                 |  |                                                           | (8 
|                                 |  |                                                           |    
|Total
          income taxes:    |  |                                                           |    
|France                           |  |                                                           | 6  
|Outside
          France         |  |                                                           | (61
|                                 |  |                                                           |    
|                                 |  |                                                           | (55
|                                 |  |                                                           |    



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LEGRAND
      SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



The reconciliation of total income
      tax expense during the period to the normal income tax rate applicable
      in France is analyzed below:


|                                                                |  | Period
          from January 1, 2002to December 10, 2002 |      
|--------------------------------------------------------------- |  | --------------------------------------------------------- | -----
|                                                                |  |                                                           |      
|                                                                |  | (in
          percentage)                                 |      
|Normal
            French income tax rate                       |  |                                                           | 35.43
|Increases
          (reductions):                               |  |                                                           |      
| effect
          of foreign income tax rates                  |  |                                                           | 1.46 
| non
          taxable items                                   |  |                                                           | 3.26 
| income
          taxable at specific rates                    |  |                                                           | (4.64
| others                                                        |  |                                                           | (4.67
|                                                                |  |                                                           |      
|                                                                |  |                                                           | 30.84
|                                                                |  |                                                           |      
|Impact
          on deferred taxes:                             |  |                                                           |      
| effect
          of tax rate modifications on opening balance |  |                                                           | (0.98
| valuation
          allowances on deferred tax assets         |  |                                                           | 0.08 
|                                                                |  |                                                           |      
|Effective
            income tax rate                           |  |                                                           | 29.94
|                                                                |  |                                                           |      

In 2002, the line others mainly
      represents the impact of intercompany assets depreciation.


Deferred income taxes recorded
      in the balance sheets result from temporary differences in the recognition
      of revenues and expenses or tax and financial statement purposes and is
      analyzed as follows:


|                                                       |  | As
          of December 10,2002 |    
|------------------------------------------------------ |  | -------------------------------- | ---
|                                                       |  |                                  |    
|                                                       |  | (€ in
          millions)        |    
|Deferred
          taxes recorded by French companies  |  |                                  | (14
|Deferred
          taxes recorded by foreign companies |  |                                  | 117
|                                                       |  |                                  |    
|                                                       |  |                                  | 103
|                                                       |  |                                  |    
|Origin
          of deferred taxes:                    |  |                                  |    
| depreciation
          of fixed assets               |  |                                  | (88
| tax
          losses to be carried forward           |  |                                  | 80 
| employee
          profit sharing                    |  |                                  | 6  
| retirement
          indemnities and benefits        |  |                                  | 14 
| subordinated
          securities                    |  |                                  | 39 
| allowances
          for inventory and bad debt      |  |                                  | 16 
| other                                                |  |                                  | 36 
|                                                       |  |                                  |    
|                                                       |  |                                  | 103
|                                                       |  |                                  |    

As of December 10, 2002, the Group
      had net operating loss carryforwards of €229 million for which a deferred
      tax asset was recognized (associated deferred tax asset of €80 million)
      and which are scheduled to expire as follows  2003: €2 million;
      2004: zero; 2005: €4 million; 2006: zero; 2007: zero; thereafter: €74 million.


Deferred tax assets amounting to €50
      million whose realization is not more likely than not were not recognized
      as of December 10, 2002. These unrecognized deferred tax assets relate
      to net operating loss carryforwards amounting to €143 million for
      which a deferred tax asset was not recognized as of December 31, 2002
      and are scheduled to expire in various amounts from 2007 through 2022.


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LEGRAND
      SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



As disclosed in note 1 (i), the
      Group does not recognize the deferred tax consequences of undistributed
      earnings of foreign subsidiaries that are considered to be permanently
      re-invested. It is not practicable to estimate to the amount of the deferred
      tax liability associated with these undistributed earnings as of December
      31, 2002.


|21) | Contingencies and commitments
|--- | -----------------------------

The Group is involved in a number
      of legal proceedings and litigation arising in the normal course of business.
      In the opinion of management, all such matters have been adequately provided
      for or are without merit, and are of such kind that if disposed of unfavorably,
      would not have a material adverse effect on the Groups consolidated
      financial position or results of operations.


The company and its subsidiaries
      use certain facilities under lease agreements and lease certain equipment.
      Minimum future rental commitments under noncancellable leases are detailed
      below:


|                           |  | As
          of December 10,2002 |   
|-------------------------- |  | -------------------------------- | --
|                           |  |                                  |   
|                           |  | (€ in
          millions)        |   
|Payable
          in 2003  |  |                                  | 13
|Payable
          in 2004  |  |                                  | 14
|Payable
          in 2005  |  |                                  | 9 
|Payable
          in 2006  |  |                                  | 8 
|Payable
          in 2007  |  |                                  | 8 
|Subsequent
          years |  |                                  | 7 
|                           |  |                                  |   
|                           |  |                                  | 59
|                           |  |                                  |   

|    |                      
|--- | ---------------------
|22) | Financial instruments

The Group does not hold or issue
      financial instruments for trading purposes.


|a) | Interest rate swaps
|-- | -------------------

In order to manage and cover interest
      rate risks, the Group entered into interest rates swaps agreements with
      selected major financial institutions. The fair values are determined at
      each closing, based on rates implied in the yield curve at the reporting
      date; those may change significantly, having an impact on future cash flows.


|Interest rate swaps
              hedging the subordinated securities (note 13)
|-------------------------------------------------------------------------------

The notional amount of these swaps
      increases over time to a maximum of €760 million and matures at the
      same date, as periodic payments are due so as to provide an effective hedge
      of the payments. The net cost of the subordinated securities, including
      the fair value of the related swaps in effect and committed, is lower than
      the conditions normally offered by the financial markets.


|Interest rate swap
              hedging the 81⁄2% debentures (note 14)
|---------------------------------------------------------------------

The purpose of this swap is to
      convert the fixed remuneration paid to the holders of the debentures into
      a variable remuneration indexed to LIBOR until the maturity of the issue.
      The fair value of this swap is exactly symmetrical to the fair value of
      the debentures.




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LEGRAND
      SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|Interest rate swap
              hedging specific bank borrowings (note 14)
|---------------------------------------------------------------------------

The purpose of these swaps is to
      convert the fixed remuneration paid to the bank into a variable remuneration
      until the maturity of the borrowings. The fair value of these swaps is
      exactly symmetrical to the fair value of the borrowings.


|                                                              |  | As
          of December 10,2002 |     
|------------------------------------------------------------- |  | -------------------------------- | ----
|                                                              |  |                                  |     
|                                                              |  | (€ in
          millions)        |     
|Interest
          rate swaps hedging subordinated securities |  |                                  |     
|notional
          amount                                     |  |                                  | 639 
|fair
          value                                          |  |                                  | (162
|Interest
          rate swap hedging the 81⁄2% debentures       |  |                                  |     
|notional
          amount                                     |  |                                  | 401 
|fair
          value                                          |  |                                  | 139 

|   |                           
|-- | --------------------------
|b) | Foreign exchange contracts

The Group entered into forward
      exchange contracts to hedge certain foreign currency transactions and investments
      for periods consistent with the terms of the underlying transactions.


The fair value of these exchange
      contracts is estimated by obtaining quotes for contracts with similar terms.
      As of December 10, 2002 the accounted for fair value of these contracts
      amounted to a value under €1 million.


|c) | Forward price contracts
            on raw material
|-- | ---------------------------------------------------

The Group also enters into forward
      raw material contracts covering all or part of its future purchases and
      for periods of time not in excess of twelve months. As of December 10,
      2002 there were no contracts in effect.


|d) | Other financial instruments
|-- | ---------------------------

The excess of fair value over carrying
      value of the marketable securities is disclosed in note 9 to the financial
      statements. For all other financial instruments the fair value approximates
      the carrying value.


|e) | Concentration of credit
            risk
|-- | ----------------------------------------

The Groups interest rate
      swap agreements and exchange contracts are with major financial institutions
      which are expected to perform under the terms of the agreements thereby
      mitigating the credit risk from the transactions. In order to reduce exposure
      to counterpart risk, mark-to-market and/or collateral agreements are provided
      in connection with long-term swap agreements. In managing the credit risk
      on the market value of the interest rate swap associated with the 81⁄2%
      debentures (Yankee bonds), Legrand SA had pledged as collateral, in 1995
      and for a period of 10 years, a portion of its marketable securities in
      favor of the relevant institution. This pledge, for an amount of US dollars
      162 million, may be cancelled unilaterally by Legrand at any time and replaced
      by a mark-to-market agreement.


As indicated in note 8, a substantial
      portion of the companys sales is with two major distributors. Other
      sales are also essentially with distributors of electrical products but
      are diversified due to the large number of customers and their geographical
      dispersion. The company mitigates its credit risk by establishing and


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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



performing periodic evaluations of
    individual credit limits for each customer, and constantly monitoring collection
    of its outstanding receivables.

Other financial instruments, which
      potentially subject the Group to concentration of credit risk, are principally
      cash and cash equivalents and short-term investments. These instruments
      are maintained with high credit quality financial institutions and the
      Group closely monitors the amount of credit exposure with any one financial
      institution.


|23) | Appropriation of earnings
|--- | -------------------------

No dividend distribution was decided
      at general meetings of shareholders in prior years resulted in 2002.


|24) | Information relating
            to the officers of the company
|--- | ---------------------------------------------------------------
|    |                                                                

|                                                              |  | Period
          from January 1, 2002to December 10, 2002 |  
|------------------------------------------------------------- |  | --------------------------------------------------------- | -
|                                                              |  |                                                           |  
|                                                              |  | (€ in
          millions)                                 |  
|Advances
          and loans                                  |  |                                                           | 
|Remuneration
          paid to the officers of Legrand SA (*) |  |                                                           | 1
| including
          directors fees (**)                    |  |                                                           | 

| | 
| | 

|(*) | Remuneration paid to the
          executive officers and the members of the board of directors who hold
          operating responsibilities within the company.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(**) | For each period, an amount
          has been paid as directors fees, each director receiving annually €2,200.
|---- | --------------------------------------------------------------------------------------------------------------

|    |                                                             
|--- | ------------------------------------------------------------
|25) | Information relating
            to the consolidated company

The Group is consolidated by FIMEP,
      société anonyme headquartered at 89, rue Taitbout, 75009
      PARIS.


|26) | Information by geographic
            segments
|--- | ----------------------------------------------

The activity of the Group is exclusively
      devoted to the manufacturing and marketing of products and systems for
      electrical installations and information networks. The following figures
      comply with the level of analysis used to manage the Group.


|                                                             |  | Geographic
          segments |       |       |  |       
|------------------------------------------------------------ |  | ----------------------------- | ----- | ----- |  | ------
|                                                             |  |                               |       |       |  |       
|                                                             |  | Europe                        |       |       |  |       
|                                                             |  |                               |       |       |  |       
|                                                             |  | France                        |       | Italy |  | Others
|                                                             |  |                               |       |       |  |       
|                                                             |  | (€ in
          millions)     |      
|Period
            from January 1, 2002 to December 31, 2002 |  |                               |       |       |  |       
|Total
          sales                                        |  |                               | 1,420 |       |  | 658   
|Less
          intra-Group transfers                         |  |                               | (571  | )     |  | (125  
|                                                             |  |                               |       |       |  |       
|Net
            consolidated sales                           |  |                               | 849   |       |  | 533   
|                                                             |  |                               |       |       |  |       
|Operating
            income                                 |  |                               | 140   |       |  | 104   
|                                                             |  |                               |       |       |  |       
| of
          which depreciation of fixed assets            |  |                               | (63   | )     |  | (28   
| of
          which amortization of intangibles             |  |                               | (8    | )     |  | (9    
|Other
          revenues (expenses)                          |  |                               |       |       |  |       
|Interest
          income                                    |  |                               |       |       |  |       
|Interest
          expense                                   |  |                               |       |       |  |       
|Income
          taxes                                       |  |                               |       |       |  |       
|Minority
          interest and equity investees             |  |                               |       |       |  |       
|Capital
          expenditures                               |  |                               | 62    |       |  | 27    
|                                                             |  |                               |       |       |  |       
|Total
          identifiable assets                          |  |                               | 1,271 |       |  | 765   
|                                                             |  |                               |       |       |  |       



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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Sales by French companies, excluding
      sales to Group companies located in France, include the following export
      sales:


|                                      |  | Period
          from January 1, 2002to December 10, 2002 |      
|------------------------------------- |  | --------------------------------------------------------- | -----
|                                      |  |                                                           |      
|                                      |  | (€ in
          millions)                                 |      
|Total
          sales                 |  |                                                           | 1,060
|of
          which sales exported to: |  |                                                           |      
| Europe                              |  |                                                           | 231  
| other
          countries           |  |                                                           | 96   
|                                      |  |                                                           |      
|                                      |  |                                                           | 327  
|                                      |  |                                                           |      

|    |                                           
|--- | ------------------------------------------
|27) | Significant events of
            the year

On July 28, 2002, the consortium,
      which consists of Kohlberg Kravis Roberts & Co. L.P. and Wendel Investissement,
      signed an agreement with Schneider Electric to acquire its Legrand SA shares.
      The Acquisition was completed by a French company FIMAF, on December 10,
      2002. The purchase price was €3,630 million corresponding to a value
      of €3,700 million for 100% of the shares capital of Legrand SA.


The purchase price for the acquisition,
      as well as related fees and expenses, was financed by a combination of
      funds provided by the consortium (€1,760 million), external banks
      (a senior credit agreement was drawn for an amount of €1,832 million)
      and a vendor loan from Schneider Electric (€150 million). In addition,
      Legrand SA and certain subsidiaries have provided guarantees under the
      senior credit agreement.


On December 11, 2002 the consortium
      initiated a procedure to carry out a mandatory takeover offer (garantie
      de cours), followed, if necessary by a public buy-out offer (offre
      publique de retrait) followed by the squeeze out procedure (retrait
      obligatoire) to acquire the remaining outstanding share capital
      of Legrand SA held by the public.


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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|28) | Reconciliation of French
            GAAP to US GAAP
|--- | ----------------------------------------------------

The tables below show the US GAAP
      reconciliations of net equity and net income as well as the earnings per
      share prepared in accordance US GAAP.


|Summary Reconciliation
            of Net Income
|------------------------------------------------
|                                                

|                                                  |  | Period
          fromJanuary 1, 2002to December 10, 2002 |    
|------------------------------------------------- |  | -------------------------------------------------------- | ---
|                                                  |  |                                                          |    
|                                                  |  | (€ in
          millions)                                |    
|Net
            income compliant with French GAAP |  |                                                          | 180
|TSDI
          and FAS 133                        |  |                                                          |    
|EITF
          93-16                              |  |                                                          | (10
|Sale
          of Schneider Electric shares       |  |                                                          | 3  
|FAS
          142                                 |  |                                                          | 35 
|                                                  |  |                                                          |    
|Net
            income compliant with US GAAP     |  |                                                          | 208
|                                                  |  |                                                          |    

|                                                
|------------------------------------------------
|Summary Reconciliation
            of Net Equity
|                                                

|                                                  |  | Period
          fromJanuary 1, 2002to December 10, 2002 |      
|------------------------------------------------- |  | -------------------------------------------------------- | -----
|                                                  |  |                                                          |      
|                                                  |  | (€ in
          millions)                                |      
|Net
            equity compliant with French GAAP |  |                                                          | 1,805
|TSDI
          and FAS 133                        |  |                                                          | 6    
|EITF
          93-16                              |  |                                                          | (16  
|FAS
          142                                 |  |                                                          | 35   
|                                                  |  |                                                          |      
|Net
            equity compliant with US GAAP     |  |                                                          | 1,830
|                                                  |  |                                                          |      

|                 
|-----------------
|Earning Per Share
|                 

|                                                                 |  | Period
          fromJanuary 1, 2002to December 10, 2002 |           
|---------------------------------------------------------------- |  | -------------------------------------------------------- | ----------
|                                                                 |  |                                                          |           
|Earnings
            per ordinary share (notes 1 (d) and 10 (b)) |  |                                                          |           
|Primary
            earnings per share:                          |  |                                                          |           
|Average
          number of shares outstanding                   |  |                                                          | 21,435,653
|Earnings
          per share                                     |  |                                                          | €6.46     
|Fully
            diluted earnings per share:                    |  |                                                          |           
|Average
          number of shares used for the calculation      |  |                                                          | 21,438,723
|Earnings
          per share                                     |  |                                                          | €6.46     
|                                                                 |  |                                                          |           

|                                                                              |  | Period
          fromJanuary 1, 2002to December 10, 2002 |          
|----------------------------------------------------------------------------- |  | -------------------------------------------------------- | ---------
|                                                                              |  |                                                          |          
|Earnings
            per preferred, non voting share (notes 1 (d) and 10 (b)) |  |                                                          |          
|Primary
            earnings per share:                                       |  |                                                          |          
|Average
          number of shares outstanding                                |  |                                                          | 6,717,620
|Earnings
          per share                                                  |  |                                                          | €10.34   
|Fully
            diluted earnings per share:                                 |  |                                                          |          
|Average
          number of shares used for the calculation                   |  |                                                          | 6,719,620
|Earnings
          per share                                                  |  |                                                          | €10.34   



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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|Comprehensive Income
|--------------------
|                    

|                                                                   |  | Items
          having modified the net equity |     |                                       |  |                    
|------------------------------------------------------------------ |  | ---------------------------------------------- | --- | ------------------------------------- |  | -------------------
|                                                                   |  | with
          impact onnet income             |     | without
          impact onnet income |  | Comprehensiveincome
|                                                                   |  |                                                |     |                                       |  |                    
|                                                                   |  | (€ in
          millions)                      |    
|For
          the period from January 1, 2002 to December 10, 2002 |  |                                                | 208 |                                       |  | (155               

|   |                                                    
|-- | ---------------------------------------------------
|a) | Presentation of the
            statement of income

To comply with US GAAP, the expenses
      related to the public takeover bid by Schneider for shares of Legrand SA
      (€4 million for the period from January 1, 2002 through December 10,
      2002) have to be reclassified as part of the operating income (see also
      note 18 (c)). Other expenses such as restructuring ones (€24 million
      for the period from January 1, 2002 through December 10, 2002), which are
      classified as non-operating expenses under French GAAP are required to
      be included in the operating income under US GAAP.


|b) | Derivative financial
            instruments
|-- | --------------------------------------------

As indicated in note 13, Legrand
      SA entered into three subordinated perpetual notes (TSDIs) contracts in
      1990 and 1992. In addition, as indicated in note 22 (a), these subordinated
      perpetual notes (TSDIs) are hedged by three interest rate swaps. Under
      French GAAP, these instruments are accounted for as hedges of debt and,
      accordingly, are not recorded in the balance sheet. Payments receivable
      or payable under the swaps are accrued over the period to which the payment
      relates, resulting in accounting for the swap and the underlying debt as
      a single, synthetic instrument. Under US GAAP, these instruments are recorded
      at fair value with the changes in fair value recorded to profit and loss.
      Also see note 28 (e).


|c) | Application of EITF
            93-16
|-- | -------------------------------------

In 2001, the Italian subsidiaries
      revalued their assets, in compliance with the Italian law no. 342 and the
      decree no. 162 (April 13, 2001), retroactively applicable from January
      1st, 2000 (see note 20). According to EITF 93-16, the tax to be paid in
      case of distribution of the revalued amount has to be provided for. This
      reserve amounts to €78 million, out of which €62 million still
      are booked in the French books.


|d) | Dispensation described
            in note 1 (a)
|-- | ------------------------------------------------

As described in note 1 (a), the
      variation of value of Schneider Electric shares are booked in the net equity
      and disclosed as fixed investments in the balance sheet. Under US GAAP,
      the accounting treatment is as follows:


| |  | the Schneider Electric
          shares are considered as marketable securities; and
| | - | ------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the 2002 gains and losses
          and the reversal of the 2001 reserve carried are recognized as financial
          income (€6 million before tax as of December 10, 2002 and €26
          million before tax as of December 31, 2001)

This total gain related to this
      transaction may be summarized as follows under US GAAP:


| recorded
          in 2001 net equity:           |  |  | 99  |  
|-------------------------------------------------- |  |  | --- | -
| recorded
          in 2001 net income (reserve): |  |  | (21 | )
| recorded
          in 2002 net income (gain):    |  |  | 3   |  
| Total:                                           |  |  | 81  |  



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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|e) | Consolidation of special
            purposes entities
|-- | ------------------------------------------------------

The existing special purpose entities
      are related to the subordinated perpetual notes (TSDIs) issued by Legrand
      SA.


Under French GAAP, the SPVs are
      not required to be consolidated. Under US GAAP, the SPVs are required to
      be consolidated based on the guidance and SEC views provided in EITF Topic
      D-14. The application of US GAAP to the subordinated perpetual notes (the
      TSDIs) and related loans has the following impacts:


| |  | Recognition of the debts
          due by the special purpose entities (€147 million as of December
          10, 2002) in place of the existing subordinated perpetual notes (the
          TSDIs) debt recognized in the French accounts (€202 million as
          of December 10, 2002);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Recognition of the forward
          receivable and payable due by and to a bank to and by the special purpose
          entities as the netting of those obligation and asset in the balance
          sheet is not allowed by FIN 39 rules. The value of the asset carried
          in the balance sheet corresponds to the accreted value of the interest
          bearing deposit. The value of the liability corresponds to the present
          value of the nominal amount of the TSDI; amendments entered into between
          the SPVs and the third party bank in December 2002 will result in the
          future de-recognition from the balance sheet of these assets and liabilities;
          and

| |   |                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Recognition of certain
          derivative financial instruments at fair value in the Groups
          balance sheet with changes in fair value being recognized in the statement
          of income.

Considering the effects outlined
      above and other effects relating to the TSDIs, the principal impact of
      this difference on the income statement is to adjust interest income by €4
      million for the period ended December 10, 2002, and to decrease the net
      result by zero, for the period ended December 10, 2002. The principal impact
      of this difference on the balance sheet is to increase non-current assets
      by €591 million as of December 10, 2002, and to adjust long-term borrowings
      by €493 million as of December 10, 2002.


|f) | Cash discounts
|-- | --------------

Certain amounts related to cash
      discounts presented as other non-operating revenues and expenses in the
      consolidated states of income under French GAAP do not qualify as non-operating
      items under US GAAP and would be reclassified as a reduction of net sales
      or cost of goods sold, as appropriate. For the period from January 1, 2002
      through December 10, 2002, cash discounts to customers amounting to €35
      million would be reclassified as a reduction of net sales. For the period
      from January 1, 2002 through December 10, 2002, cash discounts from suppliers
      amounting to €2 million would be reclassified as a reduction of cost
      of goods sold.


|g) | IRAP
|-- | ----

IRAP is a tax paid in Italy and
      is required to be classified as part of the income tax in US GAAP. Under
      French GAAP, the IRAP tax is reflected as Other operating expenses. For
      the period from January 1, 2002 through December 10, 2002, the reclassification
      amounts to €5 million.


|h) | Application of FAS 142
|-- | ----------------------

In July 2001, the Financial Accounting
      Standards Board issued Statements of Financial Accounting Standards (FAS)
      No. 141 and 142. These statements establish new accounting and reporting
      standards for goodwills and other non amortized intangible assets and in
      particular, supersede their amortization by an impairment test. These Statements
      are effective for the Group from July 1, 2001 for the new acquisitions
      and from January 1, 2002 for the former ones.




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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



The impairment tests have to be
      applied at the reporting entity level on an annual basis and for the first
      time on January 1, 2002.


As of January 1, 2002 and as of
      December 31, 2002, Legrand SA applied these statements for every significant
      goodwill and used the following assumptions and parameters:


| |  | A weighted average cost
          of capital of 7.40% as of January 1, 2002 and 8.50% as of December
          31, 2002
| | - | -----------------------------------------------------------------------------------------------------------------------

| |   |                                                 
| | - | ------------------------------------------------
| |  | An increase rate for the
          cash of 2.00%

| |   |                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------
| |  | A year 2001 considered
          as a temporary decline of the economy. A recovery is assumed to occur
          after the end of 2002.

Pursuant to this new statement,
      the Group reversed the amortization expense on goodwill recognized under
      French GAAP (€41 million). In addition, the Group wrote off the goodwill
      related to its United Kingdom operations (€12 million).


|i) | Earnings per share
|-- | ------------------

Under French GAAP, earnings per
      share attributable to each common and preferred share outstanding is computed
      assuming that each common and preferred share outstanding has an equal
      interest in the earnings of the Group. Under US GAAP, the Groups
      preferred, non-voting shares are considered participating securities. Accordingly,
      the Group is required to compute earnings per share using the two-class
      method prescribed by SFAS No. 128, Earnings per Share, whereby
      the earnings of the Group, whether distributed or undistributed, are allocated
      between the separate classes of shares assuming that all earnings are distributed.


Additional information regarding
      the computation of basic and diluted earnings per share under US GAAP is
      provided below:


|                                                                                                                   |  | Period
          From January 1, 2002through December 10, 2002 |           
|------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------- | ----------
|                                                                                                                   |  |                                                                |           
|                                                                                                                   |  | (€ in
          millions, except share andper-share amounts)   |           
|Net
          income available to common shareholders:                                                             |  |                                                                |           
|Net income, as
          reported                                                                                  |  |                                                                | 208       
|Less: net income
          allocated to preferred, non-voting shares (1)                                           |  |                                                                | (69       
|Basic earnings
          per share                                                                                 |  |                                                                | 139       
|Less: additional
          net income allocable to preferred, non-voting shares upon exercise
          of options |  |                                                                |          
|Diluted earnings
          per share                                                                               |  |                                                                | 139       
|Weighted average
          common shares outstanding:                                                              |  |                                                                |           
|Basic earnings
          per common share                                                                          |  |                                                                | 21,435,653
|Additional common
          shares issuable upon exercise of stock options (2)                                     |  |                                                                | 3,070     
|Diluted earnings
          per common share                                                                        |  |                                                                | 21,438,723
|Earnings
          per common share:                                                                               |  |                                                                |           
|Basic                                                                                                              |  |                                                                | €6.46     
|Diluted                                                                                                            |  |                                                                | €6.46     

| | 
| | 

|(1) | Represents a per-share
          amount equal to 1.6 of the per-share amount allocated to common shares.
|--- | --------------------------------------------------------------------------------------------------------

|(2) | As computed using treasury
          stock method prescribed by SFAS No. 128.
|--- | -----------------------------------------------------------------------------



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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



|j) | Statement of cash flows
|-- | -----------------------

A caption entitled Working
      capital provided from operations is presented in the statement of
      cash flows prepared in accordance with French GAAP. Under US GAAP, this
      caption, which is an intermediate subtotal within cash flows from operations,
      would not be presented.


Intangible assets, as determined
      under US GAAP, consists of the following:


|                                                     |  | As
          of December 10,2002 |       
|---------------------------------------------------- |  | -------------------------------- | ------
|                                                     |  |                                  |       
|                                                     |  | (€ in
          millions)        |       
|Goodwill,
          net                              |  |                                  | (1,052
|Intangible
          assets subject to amortization: |  |                                  |       
|Trademarks                                           |  |                                  | 78    
|Patents and licenses                                 |  |                                  | 24    
|Software                                             |  |                                  | 19    
|                                                     |  |                                  |       
|Subtotal                                             |  |                                  | 121   
|                                                     |  |                                  |       
|Total  intangible
            assets                |  |                                  | 1,173 
|                                                     |  |                                  |       

The changes in the carrying amount
      of goodwill, by reportable segment, for the period from January 1, 2002
      through December 10, 2002 are as follows:


|                                     |  | France                    |    | Italy |  | OtherEurope |  | NorthAmerica |     | Other |  | Total |  
|------------------------------------ |  | ------------------------- | -- | ----- |  | ----------- |  | ------------ | --- | ----- |  | ----- | -
|                                     |  |                           |    |       |  |             |  |              |     |       |  |       |  
|                                     |  | (€ in
          millions) |   
|Balance,
          December 31, 2001 |  |                           | 45 |       |  | 111         |  |              | 124 |       |  | 789   |  
|Acquisitions                         |  |                           | 2  |       |  |            |  |              |    |       |  | 21    |  
|Amortization
          expense       |  |                           |   |       |  |            |  |              |    |       |  |      |  
|Foreign
          exchange           |  |                           |   |       |  |            |  |              | (2  | )     |  | (96   | )
|Balance,
          December 10, 2002 |  |                           | 47 |       |  | 111         |  |              | 122 |       |  | 714   |  

For the year ended December 31,
      2002, we recognized aggregate amortization expense of €20 million
      related to intangible assets. Amortization expense for each of the five
      succeeding years is expected to be as follows:


|     |  | Trademarks,Patents andLicenses |   | Software
          andOther |  | Total | 
|---- |  | ------------------------------ | - | --------------------------- |  | ----- | 
|     |  |                                |   |                             |  |       | 
|     |  | (€ in
          millions)      |  
|2003 |  |                                | 6 |                             |  | 9     | 
|2004 |  |                                | 6 |                             |  | 6     | 
|2005 |  |                                | 6 |                             |  | 4     | 
|2006 |  |                                | 6 |                             |  | 0     | 
|2007 |  |                                | 6 |                             |  | 0     | 

|   |                                       
|-- | --------------------------------------
|k) | Deferred income tax
            assets

Under French GAAP, deferred tax
      assets whose realization is not more likely than not are not recognized.
      Under US GAAP, deferred tax assets whose realization is not more likely
      than not are recognized and are reduced to the amount whose realization
      is more likely than not through the application of a valuation allowance.
      Under US GAAP, all deferred tax assets would be recognized and then reduced,
      if necessary, by a valuation allowance equal to the amount of any tax benefit
      that, based on available evidence, are not more likely than not to be realized.
      Deferred tax assets amounting to €50 million whose realization is
      not more likely than not were not recognized as of December 31, 2002 under
      French GAAP. Under


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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



US GAAP, such deferred tax assets
    would have been recognized and reduced by a valuation allowance for the same
    amount. This difference does not impact the measurement of deferred taxes
    but does have an impact on the disclosure of deferred tax assets.

|   |                              
|-- | -----------------------------
|l) | New Accounting Pronouncements

In June 2001, the FASB issued SFAS
      No. 143, Accounting for Asset Retirement Obligations (SFAS 143).
      SFAS 143 establishes accounting requirements for retirement obligations
      associated with tangible long-lived assets, including (1) the timing of
      the liability recognition, (2) initial measurement of the liability, (3)
      allocation of asset retirement cost to expense, (4) subsequent measurement
      of the liability and (5) financial statement disclosures. SFAS 143
      requires that the fair value of a liability for an asset retirement obligation
      be recognized in the period in which it is incurred if a reasonable estimate
      of fair value can be made. The associated asset retirement costs are capitalized
      as part of the carrying amount of the long-lived asset and depreciated
      over the life of the associated fixed asset. An entity shall measure changes
      in the liability for an asset retirement obligation due to passage of time
      by applying an interest method of allocation to the amount of the liability
      at the beginning of the period. The interest rate used to measure that
      change shall be the credit-adjusted risk-free rate that existed when the
      liability was initially measured. That amount shall be recognized as an
      increase in the carrying amount of the liability and as an expense classified
      as an operating item in the statement of income. SFAS 143 is effective
      for fiscal years beginning after June 15, 2002, with early application
      encouraged.


The Group adopted SFAS 143 on January
      1, 2003 and does not anticipate that the adoption of SFAS 143 will have
      a material impact on the Groups consolidated results of operations,
      financial position or cash flows.


In August 2001, the FASB issued
      SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
      Assets (SFAS 144). SFAS 144 establishes a single
      accounting model for long-lived assets to be disposed of by sale consistent
      with the fundamental provisions of SFAS No. 121, Accounting for the
      Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
      Of. While it supersedes portions of Accounting Principles Board Opinion
      No. 30, Reporting the Results of Operations  Reporting the Effects
      of Disposal of a Segment of a Business, and Extraordinary, Unusual and
      Infrequently Occurring Events and Transactions, it retains the discontinued
      operations presentation, yet it broadens that presentation to include a
      component of an entity (rather than a segment of a business). However,
      discontinued operations are no longer recorded at net realizable value
      and future operating losses are no longer recognized before they occur.
      SFAS 144 also establishes criteria for determining when an asset should
      be treated as held for sale.


SFAS 144 is effective for fiscal
      years beginning after December 15, 2001 and interim periods within those
      fiscal years, with early application encouraged.


The adoption of SFAS 144 on January
      1, 2002 did not have a material impact on the Groups consolidated
      results of operations, financial position or cash flows.


In April 2002, the FASB issued
      SFAS 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment
      of FASB Statement No.13 and Technical Corrections. The principal change
      is that certain gains or losses from extinguishment of debt which are classified
      as extraordinary items by SFAS No. 4, Reporting Gains and Losses from
      Extinguishment of Debt (SFAS 4) will no longer be
      classified as such. The provisions of SFAS 145 are effective for fiscal
      years beginning after May 15, 2002 although early application of the Statement
      related to the rescission of SFAS 4 is encouraged. The Group adopted SFAS
      145 on January 1, 2003 and anticipate that the adoption of SFAS 145 will
      not have a material impact on the Groups consolidated results of
      operations, financial position or cash flows.


In June 2002, the FASB issued SFAS
      No. 146, Accounting for Costs Associated with Disposal or Exit Activities (SFAS
      146). This Statement addresses financial accounting and reporting
      for costs associated with exit or disposal activities and nullifies Emerging
      Issues Task Force (EITF) Issue No. 94-3, Liability


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LEGRAND SANOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Recognition for Certain Employee
      Termination Benefits and Other Costs to Exit an Activity (including Certain
      Costs Incurred in a Restructuring) (EITF 94-3). This
      Statement requires that a liability for a cost associated with an exit
      or disposal activity be recognized when the liability is incurred. Under
      EITF 94-3, a liability for an exit cost as defined in EITF 94-3 was recognized
      at the date of an entitys commitment to an exit plan. This statement
      provides that an entitys commitment to a plan, by itself, does not
      create a present obligation to others that meets the definition of a liability.
      Therefore, SFAS 146 eliminates the definition and requirements for recognition
      of exit costs in EITF 94-3 until a liability has been incurred and establishes
      that fair value is the basis for initial measurement of the liability.
      However, this standard does not apply to costs associated with exit activities
      involving entities acquired in business combinations or disposal activities
      covered by SFAS 144. The provisions of SFAS 146 are effective for exit
      or disposal activities that are initiated after December 31, 2002, with
      early application encouraged. Management has not yet assessed the impact
      of the adoption of SFAS 146 on the Groups consolidated financial
      position, results of operations or cash flows.

In April 2003, the FASB issued
      SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging
      Activities. This Statement amends and clarifies financial accounting
      and reporting for derivative instruments, including certain derivative
      instruments embedded in other contracts (collectively referred to as derivatives)
      and for hedging activities under FASB 133, Accounting for Derivative
      Instruments and Hedging Activities. Generally, FAS 149 is effective
      for new contracts entered into after June 30, 2003. The Company does not
      believe FAS 149 will have a significant impact on its financial statements
      when adopted.


In November 2002, the FASB issued
      Interpretation (FIN) No. 45, Guarantors Accounting
      and Disclosure Requirements for Guarantees, Including Indirect Guarantees
      of Indebtedness of Others. The Interpretation expands on the accounting
      guidance of SFAS 5, Accounting for Contingencies, SFAS 57 Related Party
      Disclosures, and SFAS 107, Disclosures about Fair Value of Financial Instruments,
      and incorporates without change the provisions of FIN No. 34, Disclosure
      of Indirect Guarantees of Indebtedness of Others, with an interpretation
      of SFAS 5, which is being superseded. FIN No. 45 elaborates on the existing
      disclosure requirements for most guarantees, including loan guarantees,
      such as standby letters of credit. It also clarifies that at the time a
      company issues a guarantee, the company must recognize a liability at fair
      value, for the obligations assumed under that guarantee and must disclose,
      on a prospective basis, guarantees issued or modified after December 31,
      2002. The disclosure requirements in this interpretation are effective
      for financial statements for periods ending after December 15, 2002. Management
      has not yet determined the impact of the adoption of FIN 45 on the Groups
      consolidated financial condition, results of operations or cash flows.


In January 2003, the FASB issued
      FASB Interpretation (FIN) No. 46, Consolidation of
      Variable Interest Entities, which is an interpretation of Accounting
      Research Bulletin (ARB) No. 51 Consolidation of Financial
      Statements. FIN No. 46 provides additional guidance regarding how to
      identify variable interest entities and how an enterprise assesses its
      interest in the variable interest entity to determine whether an entity
      is required to be consolidated. The interpretation establishes that an
      enterprise consolidate a variable interest entity if the enterprise is
      the primary beneficiary of the variable interest entity. The primary beneficiary
      of a variable interest entity is the party that absorbs a majority of the
      entitys expected losses, receives a majority of its expected residual
      returns, or both, as a result of holding variable interests, which are
      the ownership, contractual, or other pecuniary interests in an entity.
      This interpretation applies immediately to variable interest entities created
      after January 31, 2003 and to variable interest entities in which an enterprise
      obtains an interest after that date. For interests in variable interest
      entities existing as of January 31, 2003, the guidance of FIN No. 46 will
      apply in the first fiscal year or interim period beginning after June 15,
      2003.


The adoption of FIN No. 46 is not
      expected to have a significant impact on the Groups consolidated
      results of operations, financial position, or cash flows.


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