Document pdxVVQ4dn5NEZ80oQKaKbewj

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 60 of 68 Charge from discontinued operations Net income $ 60 $ 72 $ Revenues Cost of sales Selling and administrative expenses Goodwill amortization Interest expense, net Income before income taxes Income taxes Net income Income per Common share Basic Diluted 2000 (by quart 12 (m millions, except per $ 1,,038.9 701 7 176 4 13 4 18 3 $ 1,,168 2 794 5 189 4 14 7 26 6 129 1 45 2 143 0 50.1 $ 83.9 $ 92.9 $ 89 $ 1 00 $ 89 $ .99 F-27 COOPER INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 20: OTHER EVENTS On August 1, 2001, Danaher Corporation ("Danaher") announced it had made an unsolicited proposal to Cooper for a merger through a stock and cash transaction valued by Danaher at $54 to $58 per Cooper share, subject to conducting due diligence procedures On August 8,2001, Cooper's Board of Directors unanimously rejected Danaher's proposal and authorized management to explore all strategic alternatives that would maximize shareholder value including mergers, sales, strategic alliances, acquisitions or other similar strategic alternatives On February 13, 2002, Cooper announced that it completed its strategic alternatives review process After careful review of all the available alternatives with management and its financial advisors, Cooper's Board of Directors concluded that it is in the best interests of Cooper's shareholders to move forward with its plan to remcorporate in Bermuda, as previously announced on June 11, 2001 Cooper's announcement noted that the strategic alternatives review process was very careful, deliberate and complete in analyzing how best to maximize shareholder value, however, as a result of intervening ,circumstances including the tragic events of September 11, 2001, the bankruptcy of Federal-Mogul and r\i m t r>L- ^_______J o/-i- TTv rrmn n nrrr