Document QMJj6ZN3K81J9EXx6M5wO5G8R

elOvk Page 60 of 84 Table of Contents COOPER INDUSTRIES, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) held by wholly-owned subsidiaries) at December 31, 2003 During 2004, Cooper issued 2,446,095 Class A common shares primarily in connection with employee incentive and benefit plans and Cooper's dividend reinvestment program During 2004, Cooper's wholly-owned subsidiaries purchased 3,700,200 Class A common shares for $202 9 million The share purchases are recorded by Cooper's wholly-owned subsidiaries as an investment in its parent company that is eliminated in consolidation During 2004, 1,130 Class A common shares held by wholly-owned subsidiaries were issued primarily in connection with employee benefit plans, leaving 3,700,200 Class A common shares held by wholly-owned subsidiaries at December 31, 2004 At December 31, 2003, 93,797,765 Class A common shares, $ 01 par value were issued and outstanding (excluding 1,130 Class A common shares held by Cooper Ohio) compared to 91,709,144 Class A common shares, $ 01 par value that were issued and outstanding (excluding 1,519,214 Class A common shares held by Cooper Ohio) at December 31, 2002 During 2003, Cooper Ohio purchased 153,500 Class A common shares for $5 5 million During 2003, Cooper issued 2,242,121 Class A common shares (including 1,671,584 shares held by Cooper Ohio) primarily in connection with employee benefit plans and Cooper's dividend reinvestment program At December 31, 2001, 93,761,587 common shares, $5 par value were issued and outstanding In 2002, prior to the reorganization, Cooper Ohio repurchased 1,000,000 shares of its common stock at a cost of $37 9 million and issued 337,570 common shares primarily in connection with employee benefit plans Effective May 22, 2002, Cooper became the parent company of Cooper Ohio following a reorganization The reorganization was effected through the merger of Cooper Mergerco, Inc into Cooper Ohio (see Note 1) Upon consummation of the merger, 93,099,157 issued and outstanding Cooper Ohio common shares, $5 par value, automatically became 93,099,157 Cooper Class A common shares, $ 01 par value The decrease in the par value of the common shares of $464 5 million was recorded as a decrease to common stock and an increase to capital m excess of par value on the consolidated balance sheet On May 22, 2002, 29,893,919 Cooper Ohio treasury shares were retired due to the reorganization The treasury stock retirement was recorded by eliminating the $1,449 9 million treasury stock balance and reducing common stock, $5 par value $149 6 million, capital in excess of par value $635 5 million and retained earnings $664 8 million on the consolidated balance sheet Additionally, Cooper issued 129,201 Class A common shares in 2002 after the reorganization primarily in connection with employee benefits plans During the third and fourth quarters of 2002, Cooper Ohio purchased 1,804,250 Class A common shares for $56 4 million The share purchases are recorded by Cooper Ohio as an investment in its parent company that is eliminated in consolidation During 2002, 285,036 of the Class A common shares held by Cooper Ohio were issued primarily to satisfy the matching obligation under the Cooper Ohio Retirement Savings and Stock Ownership Plan, leaving 1,519,214 Class A common shares held by Cooper Ohio at December 31, 2002 As part of the reorganization, Cooper Ohio transferred the shares of certain subsidiaries to Cooper in exchange for Cooper Class B common shares The Class B common shares held by Cooper Ohio are accounted for as an investment in the parent company that is eliminated in consolidation The Class B common shares are not entitled to vote, except as to matters for which Bermuda law specifically requires voting rights for otherwise nonvoting shares Cooper and its wholly-owned subsidiaries have entered into a voting agreement which provides that in those limited circumstances where the Class B common shares have the right to vote, Cooper's wholly-owned subsidiaries shall vote the Class B common shares and any Class A common shares that may be held by Cooper's wholly-owned subsidiaries m the same proportion as the holders of Class A common shares If at any time a dividend is declared or paid on the Class A common shares, a like dividend shall be declared and paid on Class B common shares in an equal amount per share During 2004, 2003 and 2002, Cooper's whollyowned subsidiaries waived their rights to receive the regular quarterly dividend declared of $ 35 per share (a total of $81 6 million in 2004, $80 6 million in 2003 and $40 6 million in 2002) on both the Class A and Class B common shares held by Cooper's wholly-owned subsidiaries Under the terms of the Dividend Reinvestment Plan, any holder of common stock may elect to have cash dividends and up to $24,000 per year in cash payments invested in common stock without incurring any F-18 http //www sec gov/Archives/edgar/data/1141982/000095012905001490/h22660el0vk htm 2/6/2006