SHIPPER E BENDIX CORPORATION FRICnON MATERIALS DIVISION TROY, NEW YORK CLEVELAND,TENN.

Ml THE &ENDIX CORPORATION FRICTION MATERIALS DIVISION TROY, NEW YORK FORD KTR FIELD HCI DP sold | o BOX 2-303 TO LIVONIA M!

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ME 238 THE BENDIX CORPORATION FRICTION MATERIALS DIVISION TROY.

THE 8ENDIX CORPORATION , FRICTION MATERIALS DIVISION TROY,NEW YORK CLEVELAND, TENN.

Pricing and Volume In each of Cooper's segments, the nature of many of the products sold is such that an accurate determination of the changes in unit volume of sales is neither practical nor, m some cases, meaningful Each segment produces a family of products, within which there exist considerable variations m size, configuration and other characteristics It is Cooper's judgment that, excluding the year-to-year effects of acquisitions and divestitures, unit volume decreased in the Electrical Products segment and decreased m the Tools & Hardware segment m 2001 During the three-year period endmg in 2001, Cooper was unable to mcrease prices to fully offset cost increases m selected product offerings in both segments Cooper has been able to control costs through strategic sourcing efforts, manufacturing improvements and other actions during this period so that the inability to mcrease prices has not significantly affected profitability m the segments Effect ofInflation During each year, inflation has had a relatively mmor effect on Cooper's results of operations This is true primarily for three reasons First, m recent years, the rate of inflation m Cooper's primary markets has been fairly low Second, Cooper makes extensive use of the LIFO method of accounting for inventories The LIFO method results m current inventory costs being matched agamst current sales dollars, such that inflation affects earnings on a current basis Finally, many of the assets and liabilities mcluded in Cooper's Consolidated Balance Sheets are recorded m connection with busmess combinations that are accounted for as purchases At the tune of such acquisitions, the assets and liabilities are adjusted to fair market value and, therefore, the cumulative long-term effect of inflation is reduced Liquidity and Capital Resources Operating Working Capital Forpurposes ofthis discussion, operating working capital is defined as receivables and inventories less accounts payable Cooper's operatmg working capital decreased $19 million from $1,065 6 million m 2000 to $1,046 6 million m 2001 Operatmg working capital turnover declmed from 4 5 turns m 2000 to 4 0 turns m 2001 Excludmg the impact of recent acquisitions, operatmg working capital turnover m 2001 was 4 2 turns The decrease from 2000 primarily reflects the lower than expected revenues experienced in 2001 In 2000, operatmg working capital mcreased $149 million compared to an mcrease of $135 million m 1999 The mcrease m operatmg working capital for 2000 was due to acquisitions made durmg the year Operatmg working capital turnover for 2000 was 4 5 turns, declining from 4 6 turns m 1999, also primarily due to acquisitions In 1999, operatmg working capital mcreased $135 million A majority of the mcrease resulted from acquisitions Operatmg working capital turnover for 1999 of 4 6 turns declmed from 5 0 turns in 1998 Higher operatmg working capital levels to support consolidation and cost-reduction programs m several businesses and the impact of a new busmess system implementation at one of the electrical product businesses offset the benefits from ongoing improvement programs 19

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 7 of 68 - any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any note to any holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the holder of such note The Payor will provide the trustee with the official acknowledgment of the Relevant Tax Authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes by the Payor Copies of such documentation will be made available to the holders of the notes or the Paying Agent, as applicable, upon request therefor All references in this prospectus supplement to principal of, premium, if any, and interest on the notes will include any Additional Amounts payable by the Payor in respect of such principal, such premium, if any, and such interest OPTIONAL REDEMPTION FOR TAX REASONS We will be entitled to redeem all, but not part, of the notes if as a result of any change in or amendment to the laws, regulations or rulings of the Relevant Tax Jurisdiction or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such Relevant Tax Jurisdiction is a party (a "Change in Tax Law"), the Payor is or would be required on the occasion of the next payment of principal or interest m respect of the notes to pay Additional Amounts as described under the caption "Payment of Additional Amounts" and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor The Change m Tax Law must become effective on or after the original issue date with respect to the notes Further, we must deliver to the trustee at least 30 days before the redemption date an opinion of independent legal counsel of recognized standing to the effect that the Payor has or will become obligated to pay Additional Amounts as a result of such Change m Tax Law We must also provide the holders with notice of the intended S-4 redemption at least 30 days and no more than 60 days before the redemption date The redemption price will equal the principal amount of the notes plus accrued interest to the redemption date BOOK ENTRY, DELIVERY AND FORM The Depository Trust Company ("DTC") will act as the initial securities depository for the notes The notes will be issued as "global notes" in fully registered form in the name of Cede & Co , DTC's partnership nominee, or such other name as may be requested by an authorized representative of DTC, and will be deposited on the issue date with DTC DEPOSITORY PROCEDURES The following description of the operations and procedures of DTC is provided solely as a matter of /5" httn //www QharphnIHpr rnm/rnnr^r/TnHaarT^tail r*fm9f*^rvmr\QnxrTT^=^T3THXrC'llf=1 IzlIOCO i /i c/onrv*

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 38 of 68 provided for the costs associated with performing the Company's review of strategic alternatives See Note 20 for additional information regarding the company's review of strategic alternatives The nonrecurring charges for 2001 total $74 1 million, or $44 5 million after taxes ($.47 per diluted common share) Of the total $74 1 million, $35 2 million remains to be expended at December 31, 2001 A total of 77 salaried and 196 hourly positions will be eliminated m 2002 as a result of these planned consolidation actions During the first quarter of 1999, Cooper completed a previously announced voluntary severance program and accrued an additional $5 8 million primarily representing the voluntary severance program premium over the severance provided under Cooper's established policies Cooper also accrued $15 million related to severance and other costs for facility closures announced dunng the first quarter of 1999 In addition, dunng 1999, Cooper reduced legal accruals by $2.8 million related to the favorable settlement of certain litigation concerning lead in mini-blinds and reassessment of the required reserve Cooper also reached agreement and received $0 8 million under an insurance policy related to the unsuccessful offer to acquire TLG pic in 1998 Since the ongmal charge related to the litigation was included as a nonrecumng item m the Tools & Hardware segment and the costs related to TLG pic were reflected as a nonrecumng corporate item, the reversal of the accrual and the reimbursement of the expenses were reflected as nonrecumng items The net nonrecumng items for 1999 resulted m a $3 7 million charge before F-7 COOPER INDUSTRIES, INC.

Stump, Gary From: Sent: To: Subject: Stump, Gary Friday, June 22, 2001 10:56 AM 'Frings, Hubert'; 'Weiner, Michael Controller'; 'Warren Pete' Asbestos Inventory Hubert, Mike and Pete, We have had another change in direction regarding our exiting the asbestos material.

ASBESTOS INFORMATION ASSOCIATION PMB 114, 1235 .Jefferson Oavis Highway Arlington VA Tele: {703) 560-2980 Fax (703) 560-2981 22202 April 20, 2001 Memorandum For: AIA/NA Members Subject: Item of Interest; forwarding of Please find enclosed a copy of a just published "Fact Sheet" by the U.S.

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ated: Apnl <L, 2004 PNEUMO ABEX CORPORATION, as successor-in-interest to Abex Corporation, One of Its Attorneys Robert W.

FRICTION MATERIALS STANDARDS INSTITUTE 588 MONROE TURNPIKE, MONROE, CT 06468 AUTOMOTIVE DATA BOOK BULLETIN #2-001 October 20, 2000 FRONT SYSTEM REAR FMSI NO.

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