Document gbrGJoQvKzv33oEaLymJ5MK5q

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 61 of 68 a very difficult business environment, Cooper received no definitive proposals to acquire the Company as a whole or m parts On May 22, 2002, Cooper completed its reorganization plan and changed its place of incorporation from Ohio to Bermuda The reorganization was effected through the merger of Cooper Mergerco, Inc , an Ohio corporation, into Cooper Cooper was the surviving company m the merger and became an indirect, wholly-owned subsidiary of Cooper Industries, Ltd ("Cooper Bermuda") All outstanding shares of Cooper common stock were automatically converted to Cooper Bermuda Class A common shares Cooper Bermuda and its subsidiaries continue to conduct the business previously conducted by Cooper and its subsidiaries The reorgamzation will be accounted for as a reorganization of entities under common control and accordingly, does not result in changes m the historical consolidated carrying amounts of assets, liabilities and shareholders' equity F-28 COOPER INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 21: CONSOLIDATING FINANCIAL INFORMATION As a result of the May 22, 2002 reorganization, Cooper Bermuda fully and unconditionally guaranteed the registered debt securities of Cooper, its wholly owned indirect subsidiary The following condensed consolidating financial statements present separate financial information for Cooper and its other subsidiaries. Investments m subsidiaries are presented using the equity method of accounting. Consolidating Income Statements Year Ended December 31, 2001 (in millions) Cooper Other Console . Subsidiaries Adjust Revenues Cost of sales Selling and administrative expenses Goodwill amortization Nonrecurring charges Interest expense, net Equity in earnings of subsidiaries, net of tax Intercompany income (expense) Income from continuing operations before income taxes Income tax expense (benefit) Income from continuing operations Charge related to discontinued operations, net of income taxes Net income $ 308 0 188 4 84 2 13 53 7 63 2 333 1 (123 2) $3,920 4 2,774 4 645 5 59 4 20 4 21.. 5 123 2 127 .. 1 (134 ..2) 261..3 30 0 $ 231..3 522 4 189..3 333 1 " $ 333 1 $U (] (32 (3: (32 $ (32 / /umnir _.T"\ -A- 1 . T 0/1 TT>