Page 1 of 133 -----------BEGIN PRIVACY-ENHANCED MESSAGE-----------Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObblcJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbRl+lwaHhiGmeZ080dgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, mE7TTN3HkpwBGxAr9nPuWgC4D/2zKyzx5ZOltTaQmqX0WD26zajpxTm47mIUeysZ bwnZzrhcuedG4InEezyy/w== PLAINTIFF'S EXHIBIT <IMS-DOCUMENT>0000950131-94-000055.txt : 19940131 <IMS-HEADER>0000950131-94-000055.hdr.sgml : 19940131 ACCESSION NUMBER: 000095013 1-94-000055 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 19931031 FILED AS OF DATE: 19940128 ^TaInTTFFS^ 2 EXHIBIT \JUtt HuJ ZnnK FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL INDEX KEY: STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: STATE OF INCORPORATION: FISCAL YEAR END: DRESSER INDUSTRIES 0000030099 3561 750813641 DE 1031 INC /DE/ FILING VALUES: FORM TYPE: SEC ACT: SEC FILE NUMBER: FILM NUMBER: 10 -K 34 001-04003 94503573 BUSINESS ADDRESS: STREET 1: STREET 2: CITY: STATE: ZIP: BUSINESS PHONE: 1600 PACIFIC P O BOX 718 DALLAS TX 75221 2147406000 MAIL ADDRESS: STREET 1: CITY : STATE: ZIP: </IMS - HEADER> <DOCUMENT> <TYPE >10 -K <SEQUENCE>1 < DESCRIPTION FORM 10-K <TEXT> P.O.

LEONARD W.

^Association for mariners' rights f V *V**** SEAMEN'S ENVIRONMENTAL HEALTH & SAFETY CENTER 2000 L Street NW Suite 403 Washington, DC 20036 PLAINTIFF'S EXHIBIT : ARCO 49 Dear Merchant Marine Officer: It goes without saying that officers who sailed merchant ships were exposed to the same risks of health hazards as the crewmen.

/4>CX Brake Lining 93 NUMERICAL REFERENCE LIST Drum FMS No.

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4) THE BENDIX CORPORATION FRICTION MATERIALS DIVISION TROY, NEW YORK FORD MTR FIELD ACT DEP sold p o UOX 2003 to LIVONIA HI HG1!

SHIPAfR THE BENDIX CORPORATION FRICTION MATERIALS DIVISION TROY, NEW YORK CLEVELAND, TENN.

BACKORDERED J&&L SHIPPER THE BENqiX CORPORATION MARSHAL ECLIPSE DIVISION TROY, NEW YtjRid - CLEVELAND, TENN.

ABEX BRAKES ASBESTOS-FREE Heavy Duty Brake Linings Deliver Long Life and More Value.

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Operations in the United States are conducted by unincorporated divisions and wholly-owned subsidiaries of Cooper, organized by the two business segments Activities outside the United States contribute significantly to the revenues and operating earnings of both segments of Cooper These activities are conducted m major commercial countries by wholly-owned subsidiaries and jointly-owned companies, the management of which is structured through Cooper's two busmess segments As a result of these international operations, sales and distribution networks are maintained throughout most of the industrialized world Cooper generally believes that there are no substantial differences m the busmess risks associated with these mtemational operations compared with domestic activities, although Cooper is subject to certain political and economic uncertainties encountered m activities outside the United States, mcludmg trade barriers, restrictions on foreign exchange and currency fluctuations As the U S dollar strengthens against foreign currencies at a rate greater than inflation in those countries, Cooper may experience lower segment revenues and operatmg earnings The five countries m which Cooper generates the most mtemational revenues are Canada, Germany, France, Mexico and the United Kingdom Cooper has operations in India and Malaysia and has several joint ventures with operations in China Investments m India, Malaysia and China are subject to greater risks related to economic and political uncertainties as compared to most countries where Cooper has operations Exhibit 21 0 contains a list of Cooper's subsidiaries Financial information with respect to Cooper's industry segments and geographic areas is contamed in Note 15 of the Notes to Consolidated Financial Statements A discussion of acquisitions and divestitures is included in Notes 2, 3, 7 and 17 of the Notes to Consolidated Financial Statements With its two busmess segments, Cooper serves three major markets industrial, construction and electrical power distribution Markets for Cooper's products and services are worldwide, though the Umted States is the largest market Within the United States, there is no material geographic concentration by state or region Cooper experiences substantial competition in both of its busmess segments The number and size of competitors vary considerably dependmg on the product line Cooper cannot specify with exactitude the number of competitors m each product category or their relative market position However, most operating units experience significant competition from both larger and smaller companies with the key competitive factors being price, quality, brand name and availability Cooper considers its reputation as a manufacturer of a broad lme of quality products and premier brands to be an important factor in its businesses Cooper believes that it is among the leadmg manufacturers m the world of electrical distribution equipment, wiring devices, support systems, hazardous duty electrical equipment, emergency hghtmg, lighting fixtures, fuses, nonpower hand tools and industrial power tools Cooper's research and development activities are for purposes of improving existmg products and services and ongmatmg new products During 2001, approximately $55 8 million was spent for research and development activities as compared with approximately $57 7 million in 2000 and $54 0 million in 1999 Cooper obtains and holds patents on products and designs in the United States and many foreign countries where operations are conducted or products are sold Although m the aggregate Cooper's patents are important m the operation of its busmesses, the loss by expiration or otherwise of any one patent or license or group of patents or licenses would not materially affect its business Cooper does not presently anticipate that compliance with currently applicable environmental regulations and controls will significantly change its competitive position, capital spendmg or earnings during 2002 Cooper has been a party to administrative and legal proceedings with governmental agencies that have arisen under statutory provisions regulating the discharge or potential discharge of material mto the environment Orders and decrees consented to by Cooper have contamed agreed-upon timetables for fulfilling reporting or remediation obligations or maintaining specified air and water discharge levels m connection with permits for the operations of various plants Cooper believes it is in compliance with the orders and decrees, and such compliance is not material to the business or financial condition of Cooper For additional information concerning Cooper's accruals for environmental liabilities, see Note 7 of the Notes to Consolidated Financial Statements 4

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 40 of 68 businesses acquired prior to 2001 In 2000, Cooper completed two large acquisitions and three small product-line acquisitions in its Electrical Products segment and one small acquisition in its Tools & Hardware segment for an aggregate cost of $578 4 million, subject to adjustment as provided in the acquisition agreements A total of $378 2 million m goodwill was recorded, including an additional $23 2 million m 2001, with respect to the acquisitions In March 2000, Cooper acquired Eagle Electric for a total cost of $124 6 million Eagle Electric manufactures and sells electrical wiring devices including switches, receptacles, plugs and connectors, cords and other electrical accessories to the residential and commercial markets In May 2000, Cooper acquired B-Line Systems for a total cost of $430 6 million B-Line Systems manufactures and markets support systems and enclosures for electrical, mechanical and telecommumcations/data applications In 1999, Cooper completed eight acquisitions in its Electrical Products segment and two small acquisitions in its Tools & Hardware segment for an aggregate cost of $443 8 million The acquisitions include two businesses in the United Kingdom and a business m France that expanded the product offerings of the Cooper European based division, three domestic hghting businesses and four other small product-line acquisitions A total of $354 4 million in goodwill was recorded, including an additional $16 2 million in 2000, with respect to the acquisitions.

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elOvk Page 34 of 84 Table of Contents U S Dollar Functional Currency Buy Mexican Pesos / Sell U S Dollars Notional amount Average contract rate 2004 (in millions, where applicable) $ 92 0855 The following transactions were implemented to partially align Cooper's interest rate exposure profile with its short term interest rate expectations in an economically efficient manner that is consistent with its tax position During 2002, Cooper sold at a premium U S Treasury securities due August 15, 2003 with a face amount of $750 million Cooper obtained these securities pursuant to a repurchase agreement containing provisions that limited Cooper's interest rate exposure under this agreement to a maximum amount of $7 2 million During the fourth quarter of 2002, Cooper settled the interest rate exposure with a cash payment of $7 0 million which was funded with cash provided by operatmg activities During 2001, Cooper sold at a premium U S Treasury securities due November 2002 with a face amount of $1 0 billion Cooper obtained these securities pursuant to a repurchase agreement containing provisions that limited Cooper's interest rate exposure under this agreement to a maximum amount of $7 0 million During the second quarter of 2002, Cooper settled the interest rate exposure with a cash payment of $6 0 million, which was funded with cash provided by operating activities The repurchase agreements were settled immediately prior to the maturity of the securities Settlement of these transactions did not require any financing by Cooper and the transactions did not create an asset or liability, other than as described above Also during 2001, Cooper purchased at a discount Federal Home Loan Mortgage Corporation Notes due February 2003 and immediately transferred these notes pursuant to a securities loan agreement Subsequently, Cooper eliminated any interest rate exposure under the securities loan agreement and received a cash payment of approximately $1 9 million upon maturity of the notes The securities loan agreement was settled immediately prior to the maturity of the notes Settlement of this transaction will not require any financing by Cooper and this transaction did not create a liability The face amount of the notes was $480 million See Note 17 of the Notes to the Consolidated Financial Statements for additional information regarding the fair value of Cooper's financial instruments Recently Issued Accounting Standards See Note 1 of the Notes to the Consolidated Financial Statements ITEM 7A.

elOvk Page 43 of 84 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING The Board of Directors and Shareholders Cooper Industries, Ltd We have audited management's assessment, included in the accompanying Report of Management on Internal Control over Financial Reporting, that Cooper Industries, Ltd ("the Company") maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria) The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances We believe that our audit provides a reasonable basis for our opinion A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the COSO criteria We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Cooper as of December 31, 2004 and 2003, and the related consolidated statements of income, shareholders' equity, and cash flows for each of the three years m the period ended December 31,2004 and our report dated February 18, 2005 expressed an unqualified opinion thereon ERNST & YOUNG LLP Houston, Texas February 18, 2005 F-2 http //www sec gov/Archives/edgar/data/1141982/000095012905001490/h22660el0vk htm 2/6/2006