##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 
 (Mark One)þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2006ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  Commission file number 1-31330
 Cooper Industries, Ltd.
  Bermuda
    
    98-0355628(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification Number)600 Travis, Suite 5800, Houston, Texas
(Address of Principal Executive Offices)
    
    77002
(Zip Code)
 713/209-8400
 Securities registered pursuant to Section 12(b) of the Act:
 Name of Each ExchangeTitle of Each Class
    
    on Which RegisteredClass A Common Shares, $0.01 par value
    
    The New York Stock ExchangeRights to Purchase Preferred Shares
    
    The New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act:
    
    None
 þ o
 o þ
 þ o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
 o þ
  Number of registrants common shares outstanding as of January 31, 2007  91,244,066 publicly
traded Class A common shares, 13,046,201 Class A common shares held by the issuers subsidiaries,
and 54,810,129 Class B common shares held by the issuers subsidiaries.
 DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



TABLE OF CONTENTS
 PagePart IItem 1:
    
    Business
    
    
    2Item 1A:
    
    Risk Factors
    
    
    6Item 1B:
    
    Unresolved Staff Comments
    
    
    8Item 2:
    
    Properties
    
    
    8Item 3:
    
    Legal Proceedings
    
    
    10Item 4:
    
    Submission of Matters to a Vote of Security Holders
    
    
    13Part IIItem 5:
    
    Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    13Item 6:
    
    Selected Financial Data
    
    
    15Item 7:
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    15Item 7A:
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    32Item 8:
    
    Financial Statements and Supplementary Data
    
    
    32Item 9:
    
    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
    
    
    32Item 9A:
    
    Controls and Procedures
    
    
    32Item 9B:
    
    Other Information
    
    
    32Part IIIItem 10:
    
    Director, Executive Officers and Corporate Goverance
    
    
    32Item 11:
    
    Executive Compensation
    
    
    32Item 12:
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    33Item 13:
    
    Certain Relationships and Related Transactions
    
    
    33Item 14:
    
    Principal Accountant Fees and Services
    
    
    33Part IVItem 15:
    
    Exhibits and Financial Statement Schedules
    
    
    33First Amendment to Amended Stock Incentive PlanFirst Amendment to Amended Management Annual Incentive PlanPlan B Settlement AgreementSeparation and Transition AgreementComputation of Ratios of Earnings to Fixed ChargesSubsidiariesConsent of Ernst & Young LLPConsent of Bates white, LLCPowers of AttorneyCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




---



##### Table of Contents



PART I
 
 ITEM 1. BUSINESS
 GENERAL
      2




---



##### Table of Contents



Electrical Products
    3




---



##### Table of Contents



Tools
    4




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
PRODUCTS, MARKETS AND DISTRIBUTION METHODS BY SEGMENT
 Electrical Products Major Products and Brands
  Access Cabinets, E2 Cabinetsand Enviroshieldelectrical
enclosures.Arktiteand eXLinkplugs and receptacles.Ametrix, Coreliteand Neo-Rayindirect lighting products.Aspire and Sienadecorative wiring devices.Aspire RFradio frequency controls, switches and receptacles.AtLitecommercial, exit and emergency lighting.B-Linesupport systems, enclosures, fasteners.Bussmannand Busselectrical and electronic fuses.Cam-Lokelectrical connectors.Cannon Technologiesand Cybectecsoftware and automation
technologies.Capricable accessories and flexible conduits.CEAGemergency lighting systems and explosion protected
electrical materials.Cent-R-Railand Redi-Railmetal rack units and cable trays.Champand Hazard-GardHID and fluorescent lighting.Coiltronicsinductors and transformers.Combined Technologiescurrent-limiting fuses.Conduletfittings and outlet bodies.Cooper Fire, Fulleonand Nugelecfire detection systems.Cooper Power Systemsdistribution transformers, power capacitors,
voltage regulators, surge arresters and SCADA master stations.Cooper Wiring Devicescircuit protective devices.Cromptonlighting fixtures.Crouse-Hindsand CEAGelectrical construction materials and
Crouse-Hindsaviation lighting products.CUBEFusefuses, fuse holders and fuse boxes.DLSelectrical wiring and control systems.Domexelectrical construction materials.Dura-Cooperand Dura-Greenepoxy coatings.Edisonand Edison Prorelays and fusegear.Edison Series Meteringresidential and commercial meter bases.EletromecDIN style fuses.Emeraldconsumer recessed and track lighting.EMSApower transformers.Envirotempdielectric fluids.EX-Celland NexTindustrial enclosures.Fail-Safehigh abuse, clean room and vandal-resistant lighting fixtures.Fusetronelectric fuses and protectors.G&Hspecialty connectors.Halorecessed and track lighting fixtures.Hart-Lockelectrical receptacles, caps, connectors and accessories.INVUEoutdoor architectural lighting.IriSlighting systems.JSB, Luminoxand Menvieremergency lighting and fire
detection systems.
 Karp, Edison, Mercuryand B&Selectrical fuses.Kearneyfuses, connectors, tools and switches.Kyledistribution switchgear.Limitronelectric fuses.Low-Peakelectric fuses.Lumièrespecification grade landscape lighting.Magnumterminal strips and disconnect blocks.McGraw-Edisonand Lumarkindoor and outdoor lighting.McGraw-Edisontransformer components, cable
accessories and fuses.MEDCsignals and alarmsMedia Syncmulti-media wiring systemsMetaluxfluorescent lighting.Mobile X-Rayspecialty plugs and receptacles.Mini-Linemolded-to-cable miniature connectors.MWSmodular wiring systems.Myerselectrical hubs.Nortemelectrical construction materials.NOVAreclosers, sectionalizers and switches.Novitasoccupancy sensors and switch packs.Optimafuseholders.Portfolioarchitectural recessed lighting.Posi-Breakelectrical connectors.Posi-Lokelectrical panel units.Power-Lockwiring devices, receptacles, caps and covers.PowerPluspanel boards.PowerStorcarbon aerogel supercapacitors.Pretronicaand Univelemergency lighting and power
systems.RCM+cable management systems.Regalsafesignaling and life saving apparatus.Regentsecurity lighting systems.Royerwiring devices, sockets and switches.Ruff-inprefabricated mounting and support systems.Scantronicand Menviersecurity systems.Shaperspecification and commercial grade lighting fixtures.Shock Sentrysockets, connectors, and wall plates.Streetworksoutdoor lighting.Sure-Litesexit and emergency lighting.SurgBlocelectrical voltage receptacles and surge suppressors.TransXtransient voltage protection devices.UltraSILsurge arresters.VariGapand VariStarsurge arresters.Wheelocksignals, alarms and communication systems.Willsher & Quickelectrical enclosures.WPIconnectors and cable assemblies.
   Tools  Major Products and Brands
  Airetool, Automated Systems, Cleco, DGD, Dotco,Gardner-Denver*,and Rotor Toolindustrial power tools and assembly
Equipment.Apexscrewdriver bits, impact sockets and universal joints.Campbellchain products.Crescentpliers and wrenches.Diamondfarrier tools and horseshoes.Eremprecision cutters and tweezers.Kahneticsdispensing systems.
 Lufkinmeasuring tapes.Master Powerindustrial air tools.Metronixservos and drive controls.Nicholsonfiles and saws.Plumbhammers.Uticatorque measuring and controls.Wellersoldering equipment.Wire-Wrapsolderless connection equipment.Wissand H.K. Portercutting products.Xcelitescrewdrivers and nutdrivers.
   
 *
    
    Gardner-Denver is a registered trademark of Gardner Denver, Inc. and is used by Cooper
Industries under license. 5




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
PRODUCTS, MARKETS AND DISTRIBUTION METHODS BY SEGMENT  (Continued)
 ELECTRICAL PRODUCTS
 Major Markets
  Principal Distribution Methods
  TOOLS
 Major Markets
  Principal Distribution Methods
  
 ITEM 1A.
    
    RISK FACTORS
  Our Businesses Are Subject to Competitive Pressures.
  6




---



##### Table of Contents



Demand for Our Products Is Sensitive to the Economic Conditions in the Markets We Serve.
  Price Increases or Significant Shortages of Raw Materials and Components Could Adversely Affect Our
Operating Costs and the Competitive Position of Our Products.
  Operations and Supply Sources Located Outside the United States, Particularly Emerging Markets, Are
Subject to Increased Risks.
  Our Key Strategic Initiatives Affect Our Ability to Grow Revenues, Control Costs and Improve
Productivity.
  We Engage in Acquisitions and May Encounter Difficulties in Integrating These Businesses.
  7




---



##### Table of Contents



We Have Liability Exposure for Asbestos-Related Claims.
  We Could Incur a Material Amount of Taxes if There Are Unfavorable Changes in the Tax Laws or Their
Interpretation.
  Inability to Maintain Access to Capital Markets May Adversely Affect Our Business and Financial
Results.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
  8




---



##### Table of Contents



Square Footage ofNumber and Nature of Facilities
    
    Plants and FacilitiesNumber ofSegment
    
    Employees
    
    Manufacturing
    
    Warehouse
    
    Sales
    
    Other
    
    Owned
    
    LeasedElectrical Products
    
    
    25,228
    
    
    
    82
    
    
    
    21
    
    
    
    79
    
    
    
    3
    
    
    
    11,425,716
    
    
    
    3,362,633Tools
    
    
    5,035
    
    
    
    25
    
    
    
    4
    
    
    
    7
    
    
    
    
    
    
    
    3,996,390
    
    
    
    349,252Other
    
    
    298
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    135,626Total
    
    
    30,561
    
    
    
    107
    
    
    
    25
    
    
    
    86
    
    
    
    5
    
    
    
    15,422,106
    
    
    
    3,847,511
 
 *
    
    Multi-purpose facilities at a single location are listed in each applicable column. Manufacturing Plant Locations
 EuropeUnited
    
    (Other
    
    United
    
    
    
    
    
    South
    
    
    
    
    
    
    
    
    
    
    
    
    
    RepublicSegment
    
    States
    
    Than UK)
    
    Kingdom
    
    Mexico
    
    America
    
    Australia
    
    Canada
    
    China
    
    of China
    
    India
    
    Korea
    
    MalaysiaElectrical
Products
    
    
    39
    
    
    
    10
    
    
    
    12
    
    
    
    10
    
    
    
    2
    
    
    
    1
    
    
    
    
    
    
    
    4
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    1Tools
    
    
    12
    
    
    
    7
    
    
    
    
    
    
    
    2
    
    
    
    2
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    51
    
    
    
    17
    
    
    
    12
    
    
    
    12
    
    
    
    4
    
    
    
    2
    
    
    
    1
    
    
    
    4
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    1
 
 *
    
    Does not include joint venture operations. Some facilities are shared by Electrical
Products and Tools operations. 9




---



##### Table of Contents



ITEM 3.
    
    LEGAL PROCEEDINGS
      10




---



##### Table of Contents



11




---



##### Table of Contents



12




---



##### Table of Contents



ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
    Quarter1
    
    2
    
    3
    
    42006
    
    High
    
    $
    87.85
    
    
    $
    96.12
    
    
    $
    94.03
    
    
    $
    94.69Low
    
    
    72.03
    
    
    
    81.74
    
    
    
    79.95
    
    
    
    85.002005
    
    High
    
    $
    72.65
    
    
    $
    72.28
    
    
    $
    69.77
    
    
    $
    75.75Low
    
    
    64.12
    
    
    
    62.10
    
    
    
    62.08
    
    
    
    66.05
 13




---



##### Table of Contents



Purchases of Equity Securities
 Total Number ofShares Purchased as
    
    
    Maximum Number ofTotal Number
    
    
    Average
    
    
    Part of Publicly
    
    
    Shares that May Yet Beof Shares
    
    
    Price Paid
    
    
    Announced Plans
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    per Share
    
    
    or Programs
    
    
    Plans or Programs(1)As of 9/30/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,631,25010/01/06  10/31/06
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    3,631,25011/01/06  11/30/06
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    3,631,25012/01/06  12/31/06
    
    
    27,900
    
    
    $
    89.78
    
    
    
    27,900
    
    
    
    5,103,350
    (2)Total
    
    
    27,900
    
    
    $
    89.78
    
    
    
    27,900
 
 (1)
    
    On November 2, 2004, Coopers Board of Directors authorized the repurchase
of up to five million additional shares of Coopers Class A common stock. Cooper has
also announced that the Board authorized the repurchase of shares issued from time to
time under its equity compensation plans, matched savings plan and dividend
reinvestment plan in order to offset the dilution that results from issuing shares
under these plans.(2)
    
    For 2007, Coopers current estimate is that 1.5 million shares will be
issued under equity compensation plans, which is reflected in the above table.  14




---



##### Table of Contents



ITEM 6.
    
    SELECTED FINANCIAL DATA
  Years Ending December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002(in millions, except per share data)INCOME STATEMENT DATA:Revenues
    
    $
    5,184.6
    
    
    $
    4,730.4
    
    
    $
    4,462.9
    
    
    $
    4,061.4
    
    
    $
    3,960.5Income from continuing operations
    
    $
    484.3
    
    
    $
    391.1
    
    
    $
    339.8
    
    
    $
    274.3
    
    
    $
    213.7Charge from discontinued operations, net
of taxes
    
    
    20.3
    
    
    
    227.2
    
    
    
    
    
    
    
    126.0
    
    
    
    Net income
    
    $
    464.0
    
    
    $
    163.9
    
    
    $
    339.8
    
    
    $
    148.3
    
    
    $
    213.7INCOME PER COMMON SHARE DATA:Basic -Income from continuing operations
    
    $
    5.28
    
    
    $
    4.23
    
    
    $
    3.67
    
    
    $
    2.96
    
    
    $
    2.29Charge from discontinued operations
    
    
    .22
    
    
    
    2.46
    
    
    
    
    
    
    
    1.36
    
    
    
    Net income
    
    $
    5.06
    
    
    $
    1.77
    
    
    $
    3.67
    
    
    $
    1.60
    
    
    $
    2.29Diluted -Income from continuing operations
    
    $
    5.16
    
    
    $
    4.12
    
    
    $
    3.58
    
    
    $
    2.92
    
    
    $
    2.28Charge from discontinued operations
    
    
    .21
    
    
    
    2.39
    
    
    
    
    
    
    
    1.34
    
    
    
    Net income
    
    $
    4.95
    
    
    $
    1.73
    
    
    $
    3.58
    
    
    $
    1.58
    
    
    $
    2.28BALANCE SHEET DATA (at December 31):Total assets
    
    $
    5,374.8
    
    
    $
    5,215.1
    
    
    $
    5,407.8
    
    
    $
    4,965.3
    
    
    $
    4,687.9Long-term debt, excluding current maturities.
    
    
    702.8
    
    
    
    1,002.9
    
    
    
    698.6
    
    
    
    1,336.7
    
    
    
    1,280.7Shareholders equity
    
    
    2,475.3
    
    
    
    2,205.2
    
    
    
    2,286.5
    
    
    
    2,118.2
    
    
    
    2,002.4CASH DIVIDENDS PER COMMON
SHARE
    
    $
    1.48
    
    
    $
    1.48
    
    
    $
    1.40
    
    
    $
    1.40
    
    
    $
    1.40
  
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 Forward Looking Statements
  15




---



##### Table of Contents



Critical Accounting Policies
       16




---



##### Table of Contents



17




---



##### Table of Contents



18




---



##### Table of Contents



19




---



##### Table of Contents



20




---



##### Table of Contents



Results of Operations
 Revenues
 Year Ended December 31,2006
    
    
    2005
    
    
    2004(in millions)Electrical Products
    
    $
    4,426.0
    
    
    $
    3,997.5
    
    
    $
    3,722.2Tools
    
    
    758.6
    
    
    
    732.9
    
    
    
    740.7Total Revenues
    
    $
    5,184.6
    
    
    $
    4,730.4
    
    
    $
    4,462.9
  2006 vs. 2005 Revenues
   2005 vs. 2004 Revenues
   21




---



##### Table of Contents



Operating Results
 Year Ended December 31,2006
    
    
    2005
    
    
    2004(in millions, except per share data)Electrical Products
    
    $
    703.2
    
    
    $
    585.0
    
    
    $
    511.2Tools
    
    
    85.6
    
    
    
    66.7
    
    
    
    62.7Total Segment Operating Earnings
    
    
    788.8
    
    
    
    651.7
    
    
    
    573.9General Corporate Expense
    
    
    89.6
    
    
    
    91.9
    
    
    
    77.3Operating Earnings
    
    
    699.2
    
    
    
    559.8
    
    
    
    496.6Interest Expense, net
    
    
    51.5
    
    
    
    64.8
    
    
    
    68.1Income from Continuing Operations Before Income Taxes
    
    
    647.7
    
    
    
    495.0
    
    
    
    428.5Income Tax Expense
    
    
    163.4
    
    
    
    103.9
    
    
    
    88.7Income from Continuing Operations
    
    
    484.3
    
    
    
    391.1
    
    
    
    339.8Charge Related to Discontinued Operations
    
    
    20.3
    
    
    
    227.2
    
    
    
    Net Income
    
    $
    464.0
    
    
    $
    163.9
    
    
    $
    339.8Diluted Earnings Per Share:Income from Continuing Operations
    
    $
    5.16
    
    
    $
    4.12
    
    
    $
    3.58Charge from Discontinued Operations
    
    
    .21
    
    
    
    2.39
    
    
    
    Net Income
    
    $
    4.95
    
    
    $
    1.73
    
    
    $
    3.58
  2006 vs. 2005 Segment Operating Earnings
   2005 vs. 2004 Segment Operating Earnings
  22




---



##### Table of Contents



Restructuring
     General Corporate Expense
   23




---



##### Table of Contents



Interest Expense, Net
 
   Income Tax Expense
 Charge Related to Discontinued Operations
 Diluted Earnings Per Share
 24




---



##### Table of Contents



Percentage of Revenues
 Year Ended December 31,2006
    
    
    2005
    
    
    2004Cost of Sales:Electrical Products
    
    
    67.7
    %
    
    
    68.1
    %
    
    
    69.3
    %Tools
    
    
    69.3
    %
    
    
    70.8
    %
    
    
    72.6
    %Selling and Administrative:Electrical Products
    
    
    16.4
    %
    
    
    17.2
    %
    
    
    17.0
    %Tools
    
    
    19.4
    %
    
    
    20.1
    %
    
    
    18.9
    %
 2006 vs 2005 Percentage of Revenues
  2005 vs. 2004 Percentage of Revenues
   Earnings Outlook
   25




---



##### Table of Contents



Pricing and Volume
    Effect of Inflation
  Liquidity and Capital Resources
 Operating Working Capital
 For purposes of this discussion, operating working capital is defined as receivables and
inventories less accounts payable.
  26




---



##### Table of Contents



Cash Flows
       27




---



##### Table of Contents



Debt
      
  Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
  28




---



##### Table of Contents



Payments DueLess than
    
    
    One to
    
    
    Four to
    
    
    AfterContractual Obligations:
    
    Total
    
    
    One Year
    
    
    Three Years
    
    
    Five Years
    
    
    Five Years(in millions)Long-Term Debt
    
    $
    1,003.5
    
    
    $
    300.7
    
    
    $
    375.3
    
    
    $
    2.3
    
    
    $
    325.2Short-Term Debt
    
    
    5.0
    
    
    
    5.0
    
    
    
    
    
    
    
    
    
    
    
    Noncancellable Operating Leases
    
    
    107.9
    
    
    
    22.8
    
    
    
    31.7
    
    
    
    21.4
    
    
    
    32.0Purchase Obligations
    
    
    282.4
    
    
    
    275.2
    
    
    
    7.2
    
    
    
    
    
    
    
    Other Long-Term Liabilities(1)
    
    
    235.9
    
    
    
    20.3
    
    
    
    39.4
    
    
    
    37.1
    
    
    
    139.1$
    1,634.7
    
    
    $
    624.0
    
    
    $
    453.6
    
    
    $
    60.8
    
    
    $
    496.3
 
 (1)
    
    Includes unfunded other postretirement benefit obligations, unfunded non-U.S.
defined benefit pension plan liabilities, other postemployment benefit liabilities and
environmental liabilities. Capitalization
    Capital Expenditures and Commitments
  Interest Rate and Currency Risk
   29




---



##### Table of Contents



2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    Thereafter
    
    
    Total($ in millions)Long-term debt:Fixed-rate (U.S. Dollar)
    
    $
    300.7
    
    
    $
    100.3
    
    
    $
    275.0
    
    
    $
    2.3
    
    
    $
    
    
    
    $
    325.0
    
    
    $
    1,003.3Average interest-rate
    
    
    5.5
    %
    
    
    5.5
    %
    
    
    5.4
    %
    
    
    5.3
    %
    
    
    5.3
    %
    
    
    5.3
    %
    
    
    5.4
    %Variable-rate (U.S. Dollar)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    8.0
    
    
    $
    8.0Average interest-rate
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    5.6
    %Interest-rate swaps:Fixed to variable:Notional amount(1)
    
    $
    300.0
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    300.0Average pay-rate
    
    
    7.38
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.38
    %Average receive-rate
    
    
    5.25
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.25
    %Cross-currency interest-rate
swaps:Fixed to fixed:Notional amount(2)
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0Average pay-rate
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %Average receive-rate
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
 
 (1)
    
    Cooper entered into interest-rate swaps to effectively convert its fixed-rate $300
million senior unsecured debt due in July 2007 to variable-rate debt.(2)
    
    Cooper entered into cross-currency interest-rate swaps to effectively convert $325
million of 5.25% senior unsecured debt due in November 2012 to Euro 272.6 million with an
annual interest rate of 3.55%.  2007(in millions,where applicable)Euro Functional CurrencyBuy U.S. Dollars / Sell EuroNotional amount
    
    $
    143.9Average contract rate
    
    
    1.288U.S. Dollar Functional CurrencyBuy Euro / Sell U.S. DollarsNotional amount
    
    $
    121.7Average contract rate
    
    
    1.306Canadian Dollar Functional CurrencyBuy U.S. Dollars / Sell Canadian DollarsNotional amount
    
    $
    76.0Average contract rate
    
    
    .8913U.S. Dollar Functional CurrencyBuy Mexican Pesos / Sell U.S. DollarsNotional amount
    
    $
    22.9Average contract rate
    
    
    .0908
 30




---



##### Table of Contents



2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    Total($ in millions)Long-term debt:Fixed-rate (U.S. Dollar)
    
    $
    11.4
    
    
    $
    300.8
    
    
    $
    100.3
    
    
    $
    275.0
    
    
    $
    2.3
    
    
    $
    325.0
    
    
    $
    1,014.8Average interest-rate
    
    
    5.5
    %
    
    
    5.5
    %
    
    
    5.5
    %
    
    
    5.4
    %
    
    
    5.3
    %
    
    
    5.3
    %
    
    
    5.4
    %Variable-rate (U.S. Dollar)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    8.0
    
    
    $
    8.0Average interest-rate
    
    
    4.5
    %
    
    
    4.5
    %
    
    
    4.5
    %
    
    
    4.5
    %
    
    
    4.5
    %
    
    
    4.5
    %
    
    
    4.5
    %Interest-rate swaps:Fixed to variable:Notional amount(1)
    
    $
    300.0
    
    
    $
    300.0
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    300.0Average pay-rate
    
    
    6.78
    %
    
    
    6.80
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.79
    %Average receive-rate
    
    
    5.25
    %
    
    
    5.25
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.25
    %Cross-currency interest-rate
swaps:Fixed to fixed:Notional amount(2)
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0Average pay-rate
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %Average receive-rate
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
 
 (1)
    
    Cooper entered into interest-rate swaps to effectively convert its fixed-rate $300
million senior unsecured debt due in July 2007 to variable-rate debt.(2)
    
    Cooper entered into cross-currency interest-rate swaps to effectively convert $325
million of 5.25% senior unsecured debt due in November 2012 to Euro 272.6 million with an
annual interest rate of 3.55%.  2006(in millions,where applicable)Canadian Dollar Functional CurrencyBuy U.S. Dollars / Sell Canadian DollarsNotional amount
    
    $
    98.9Average contract rate
    
    
    .8542U.S. Dollar Functional CurrencyBuy Mexican Pesos / Sell U.S. DollarsNotional amount
    
    $
    19.1Average contract rate
    
    
    .0884
  31




---



##### Table of Contents



Recently Issued Accounting Standards
  
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
   
 ITEM 9B.
    
    OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  32




---



##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) 1.
    
    Financial Statements and Other Financial Data.
 PageReport of Management on Internal Control Over Financial Reporting
    
    F-1Report of Independent Registered Public Accounting Firm on Internal Control
Over Financial Reporting
    
    F-2Report of Independent Registered Public Accounting Firm
    
    F-3Consolidated Income Statements for each of the three years in the period ended
December 31, 2006
    
    F-4Consolidated Balance Sheets as of December 31, 2006 and 2005
    
    F-5Consolidated Statements of Cash Flows for each of the three years in the period
ended December 31, 2006
    
    F-6Consolidated Statements of Shareholders Equity for each of the three years in
the period ended December 31, 2006
    
    F-7Notes to Consolidated Financial Statements
    
    F-8
  2.
    
    Financial Statement Schedules
  3.
    
    Exhibits
 2.0
    
    Agreement and Plan of Merger among Cooper Industries, Inc., Cooper
Mergerco, Inc. and Cooper Industries, Ltd. (incorporated herein by reference to
Annex I to Coopers Registration Statement on Form S-4, Registration No. 333-62740).
 33




---



##### Table of Contents



3.1
    
    Memorandum of Association of Cooper Industries, Ltd. (incorporated herein
by reference to Annex II to Coopers Registration Statement on Form S-4,
Registration No. 333-62740).3.2
    
    Amended and Restated Bye-Laws of Cooper Industries, Ltd. (incorporated
herein by reference to Annex III to Coopers Registration Statement on Form S-4,
Registration No. 333-62740).4.1
    
    Rights Agreement dated as of May 16, 2002 between Cooper Industries, Ltd.
and EquiServe Trust Company, N.A., as Rights Agent (incorporated herein by reference
to Exhibit 4.4 to Coopers Registration Statement on Form 8-A, Registration No.
001-31330).4.2
    
    Amended and Restated Voting Agreement between Cooper Industries, Ltd.,
Cooper Industries, Inc. and Cooper Bermuda Investments Ltd. (incorporated herein by
reference to Exhibit 4 to Coopers Form 10-Q for the quarter ended March 31, 2004).4.3
    
    Indenture dated as of January 15, 1990, between Cooper Industries, Inc.
and The Chase Manhattan Bank (National Association), as Trustee (incorporated herein
by reference to Exhibit 4(a) to Coopers Registration Statement on Form S-3,
Registration No. 33-33011).4.4
    
    First Supplemental Indenture dated as of May 15, 2002 between Cooper
Industries, Inc. and JPMorgan Chase Bank, N.A., as successor Trustee to The Chase
Manhattan Bank (National Association) (incorporated herein by reference to Exhibit
4.3 to Coopers Form 10-Q for the quarter ended June 30, 2002).4.5
    
    Second Supplemental Indenture dated as of June 21, 2002 among Cooper
Industries, Inc., Cooper Industries, Ltd. and JPMorgan Chase Bank, N.A., as Trustee
(incorporated herein by reference to Exhibit 4.4 to Coopers Form 10-Q for the
quarter ended June 30, 2002).4.6
    
    Third Supplemental Indenture dated as of October 28, 2002 among Cooper
Industries, Inc., Cooper Industries, Ltd. and JPMorgan Chase Bank, N.A., as Trustee
(incorporated herein by reference to Exhibit 4.1 to Coopers Form 10-Q for the
quarter ended September 30, 2002).4.7
    
    Fourth Supplemental Indenture dated as of January 1, 2005 among Cooper
Industries, LLC, Cooper Industries, Ltd. and JPMorgan Chase Bank, N.A., as Trustee
(incorporated by reference to Exhibit 4 to Coopers Form 10-Q for the quarter ended
March 31, 2005).4.8
    
    Indenture dated as of November 8, 2005 among Cooper US, Inc., Cooper
Industries, Ltd., Subsidiary Guarantors and JPMorgan Chase Bank, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 to Coopers Form 8-K filed November 9,
2005).4.9
    
    Registration Rights Agreement dated November 8, 2005 among Cooper US,
Inc., Cooper Industries, Ltd., Subsidiary Guarantors, and Banc of America Securities
LLC and Citigroup Global Markets, Inc. as representatives of several initial
purchasers of $325 million aggregate principal amount of debt securities
(incorporated by reference to Exhibit 4.2 to Coopers Form 8-K filed November 9,
2005).10.1
    
    Cooper Industries, Inc. Directors Deferred Compensation Plan (incorporated
by reference to Exhibit 10.2 to Coopers Form 10-K for the year ended December 31,
1997).
 34




---



##### Table of Contents



10.2
    
    Cooper Industries, Inc. Directors Retirement Plan (incorporated by
reference to Exhibit 10.3 to Coopers Form 10-K for the year ended December 31,
1997).10.3
    
    Cooper Industries, Inc. Executive Restricted Stock Incentive Plan
(incorporated by reference to Exhibit 10.4 to Coopers Form 10-K for the year ended
December 31, 1997).10.4
    
    First Amendment to Cooper Industries, Inc. Executive Restricted Stock
Incentive Plan (incorporated by reference to Exhibit 10.4 to Coopers Form 10-K for
the year ended December 31, 2003).10.5
    
    Cooper Industries, Inc. Supplemental Excess Defined Benefit Plan (August 1,
1998 Restatement) (incorporated by reference to Exhibit 10(iii) to Coopers Form 10-Q
for the quarter ended September 30, 1998).10.6
    
    First Amendment to Cooper Industries, Inc. Supplemental Excess Defined
Benefit Plan (August 1, 1998 Restatement) (incorporated by reference to Exhibit 10.6
to Coopers Form 10-K for the year ended December 31, 2003).10.7
    
    Cooper Industries, Inc. Supplemental Excess Defined Contribution Plan
(August 1, 1998 Restatement) (incorporated by reference to Exhibit 10(iv) to Coopers
Form 10-Q for the quarter ended September 30, 1998).10.8
    
    First, Second and Third Amendments to Cooper Industries, Inc. Supplemental
Excess Defined Contribution Plan (August 1, 1998 Restatement) (incorporated by
reference to Exhibit 10.8 to Coopers Form 10-K for the year ended December 31,
2003).10.9
    
    Management Incentive Compensation Deferral Plan (incorporated by reference
to Exhibit 10.7 to Coopers Form 10-K for the year ended December 31, 1997).10.10
    
    Third and Fourth Amendments to Management Incentive Compensation Deferral
Plan (incorporated by reference to Exhibit 10.10 to Coopers Form 10-K for the year
ended December 31, 2003).10.11
    
    Crouse-Hinds Company Officers Disability and Supplemental Pension Plan
(September 10, 1999 Restatement, as amended) (incorporated by reference to Exhibit
10.11 to Coopers Form 10-K for the year ended December 31, 2003).10.12
    
    Cooper Industries Amended and Restated Stock Incentive Plan (February 9,
2005 Restatement) (incorporated herein by reference to Exhibit 10.4 to Coopers Form
10-Q for the quarter ended March 31, 2005).10.13
    
    First Amendment to Cooper Industries Amended and Restated Stock Incentive
Plan.10.14
    
    Form of Incentive Stock Option Agreement for Cooper Industries, Inc. Stock
Incentive Plan (incorporated by reference to Exhibit 10.14 to Coopers Form 10-K for
the year ended December 31, 2003).10.15
    
    Form of Nonqualified Stock Option Agreement for Cooper Industries, Inc.
Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to Coopers Form
10-K for the year ended December 31, 2003).10.16
    
    Form of Cooper Industries, Inc. Executive Stock Incentive Agreement for
the performance period January 1, 2004 to December 31, 2006 (incorporated by
reference to Exhibit 10 to Coopers Form 10-Q for the quarter ended March 31, 2004).
 35




---



##### Table of Contents



10.17
    
    Form of Cooper US, Inc. Executive Stock Incentive Agreement for the
performance period January 1, 2005 to December 31, 2007 (incorporated by reference to
Exhibit 10.3 to Coopers Form 10-Q for the period ended March 31, 2005).10.18
    
    Form of Cooper US, Inc. Executive Stock Incentive Agreement for the
performance period January 1, 2006 to December 31, 2008 (incorporated by reference to
Exhibit 10.1 to Coopers Form 10-Q for the period ended March 31, 2006).10.19
    
    Cooper Industries Amended and Restated Management Annual Incentive Plan
(February 13, 2006 Restatement) (incorporated herein by reference to Appendix C to
Coopers Proxy Statement for the Annual Meeting of Shareholders held on April 25,
2006).10.20
    
    First Amendment to Cooper Industries Amended and Restated Management
Annual Incentive Plan (February 13, 2006 Restatement).10.21
    
    Amended and Restated Cooper Industries, Ltd. Directors Stock Plan
(February 14, 2006 Restatement) (incorporated herein by reference to Appendix D to
Coopers Proxy Statement for the Annual Meeting of Shareholders held on April 25,
2006).10.22
    
    Form of Directors Nonqualified Stock Option Agreement for Directors
Stock Plan (incorporated herein by reference to Exhibit 10.18 to Coopers Form 10-K
for the year ended December 31, 1997).10.23
    
    Cooper Industries, Ltd. Amended and Restated Directors Retainer Fee Stock
Plan (April 1, 2003 Restatement) (incorporated by reference to Exhibit 10.21 to
Coopers Form 10-K for the year ended December 31, 2003).10.24
    
    Form of Management Continuity Agreement between Cooper Industries, Ltd.
and key management personnel, which applies if there is a Change in Control of Cooper
(incorporated herein by reference to Exhibit 10.5 to Coopers Form 10-Q for the
quarter ended March 31, 2005).10.25
    
    Form of Indemnification Agreement between Cooper Industries, Ltd. and key
management personnel (incorporated by reference to Exhibit 10.23 to Coopers Form
10-K for the year ended December 31, 2003).10.26
    
    Purchase and Sale Agreement between Cooper Industries, Inc. and
Federal-Mogul Corporation dated August 17, 1998 (incorporated herein by reference to
Exhibit 10(i) of Coopers Form 10-Q for the quarter ended September 30, 1998).10.27
    
    Term Sheet Pneumo Abex Settlement Plan A and Plan B dated as of July 6,
2006 among Cooper Industries, Ltd.; Cooper Industries, LLC; Federal-Mogul
Corporation; Federal-Mogul Products, Inc.; the Future Claimants Representative for
Federal-Mogul Corporation and Federal-Mogul Products, Inc.; the Official Committee of
Asbestos Claimants for Federal-Mogul Corporation and Federal-Mogul Products, Inc.;
Pneumo Abex LLC; and PCT International Holdings, Inc. (incorporated by reference to
Exhibit 99.1 to Coopers Form 8-K dated July 20, 2006).10.28
    
    Plan B Settlement Agreement dated as of September 18, 2006 among Cooper
Industries, Ltd.; Cooper Industries, LLC; Federal-Mogul Corporation; Federal-Mogul
Products, Inc.; the Future Claimants Representative for Federal-Mogul Corporation and
Federal-Mogul Products, Inc.; the Official Committee of Asbestos Claimants for
Federal-Mogul Corporation and Federal-Mogul Products, Inc.; Pneumo Abex LLC; and
PCT International Holdings, Inc.
 36




---



##### Table of Contents



10.29
    
    Cooper (UK 2002) Employee Share Purchase Plan (incorporated by reference
to Exhibit 10.25 to Coopers Form 10-K for the year ended December 31, 2003).10.30
    
    Five-Year Credit Agreement dated November 3, 2004 among Cooper Industries,
Ltd., Cooper US, Inc. and the banks named therein (incorporated by reference to
Exhibit 10.25 of Coopers Form 10-K for the year ended December 31, 2004).10.31
    
    Form of Executive Employment Agreement for employees who received stock
option and performance share awards on February 13, 2006 (incorporated by reference
to Exhibit 10.1 to Coopers Form 8-K dated March 17, 2006).10.32
    
    Separation and Transition Agreement dated September 1, 2006 between Cooper
Industries, Ltd. and David R. Sheil (incorporated by reference to Exhibit 10.2 to
Coopers Form 10-Q for the quarter ended September 30, 2006).10.33
    
    Separation and Transition Agreement dated January 16, 2007 between Cooper
Industries, Ltd. and Paul M. Isabella.12.0
    
    Computation of Ratios of Earnings to Fixed Charges for the Calendar years
2002 through 2006.21.0
    
    List of Cooper Industries, Ltd. Subsidiaries.23.1
    
    Consent of Ernst & Young LLP.23.2
    
    Consent of Bates White, LLC.24.0
    
    Powers of Attorney from members of the Board of Directors of Cooper Industries, Ltd.31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
   
 37




---



##### Table of Contents



SIGNATURES
  COOPER INDUSTRIES, LTD.Date: February 21, 2007
    By:
    /s/ Kirk S. HachigianKirk S. Hachigian, Chairman, Presidentand Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Kirk S. Hachigian

Kirk S. Hachigian
    
    Chairman, President and
Chief Executive Officer
    
    February 21, 2007/s/ Terry A. Klebe

Terry A. Klebe
    
    Senior Vice President and
Chief Financial Officer
    
    February 21, 2007/s/ Jeffrey B. Levos

Jeffrey B. Levos
    
    Vice President, Finance
and Chief Accounting Officer
    
    February 21, 2007*STEPHEN G. BUTLER

Stephen G. Butler
    
    Director
    
    February 21, 2007*JAMES J. POSTL

James J. Postl
    
    Director
    
    February 21, 2007*GERALD B. SMITH

Gerald B. Smith
    
    Director
    
    February 21, 2007*JAMES R. WILSON

James R. Wilson
    
    Director
    
    February 21, 2007
 *By:
    /s/ Kevin M. McDonaldKevin M. McDonald, as Attorney-In-Factfor each of the persons indicated 38




---



##### Table of Contents



REPORT OF MANAGEMENT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
  Internal Control 
Integrated Framework
  Kirk S. HachigianChairman, President and 
Chief Executive Officer
    
    Terry A. KlebeSenior Vice President and
Chief Financial Officer
    
    Jeffrey B. LevosVice President, Finance and
and Chief Accounting Officer
 F-1




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
 CONTROL OVER FINANCIAL REPORTING
 
 Internal Control  Integrated Framework
      ERNST & YOUNG LLP 
 F-2




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Internal Control  Integrated
Framework
 ERNST & YOUNG LLP 
 F-3




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
CONSOLIDATED INCOME STATEMENTS
 Year Ended December 31,2006
    
    
    2005
    
    
    2004(in millions, except per share data)Revenues
    
    $
    5,184.6
    
    
    $
    4,730.4
    
    
    $
    4,462.9Cost of sales
    
    
    3,516.4
    
    
    
    3,243.8
    
    
    
    3,119.7Selling and administrative expenses
    
    
    969.0
    
    
    
    926.8
    
    
    
    846.6Operating earnings
    
    
    699.2
    
    
    
    559.8
    
    
    
    496.6Interest expense, net
    
    
    51.5
    
    
    
    64.8
    
    
    
    68.1Income from continuing operations before income taxes.
    
    
    647.7
    
    
    
    495.0
    
    
    
    428.5Income taxes
    
    
    163.4
    
    
    
    103.9
    
    
    
    88.7Income from continuing operations
    
    
    484.3
    
    
    
    391.1
    
    
    
    339.8Charge related to discontinued operations, net of income taxes
    
    
    20.3
    
    
    
    227.2
    
    
    
    Net income
    
    $
    464.0
    
    
    $
    163.9
    
    
    $
    339.8Income per Common shareBasic:Income from continuing operations
    
    $
    5.28
    
    
    $
    4.23
    
    
    $
    3.67Charge from discontinued operations
    
    
    .22
    
    
    
    2.46
    
    
    
    Net income
    
    $
    5.06
    
    
    $
    1.77
    
    
    $
    3.67Diluted:Income from continuing operations
    
    $
    5.16
    
    
    $
    4.12
    
    
    $
    3.58Charge from discontinued operations
    
    
    .21
    
    
    
    2.39
    
    
    
    Net income
    
    $
    4.95
    
    
    $
    1.73
    
    
    $
    3.58Cash dividends per Common share
    
    $
    1.48
    
    
    $
    1.48
    
    
    $
    1.40
  F-4




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
 December 31,2006
    
    
    2005(in millions)ASSETSCash and cash equivalents
    
    $
    423.5
    
    
    $
    452.8Receivables
    
    
    896.0
    
    
    
    842.4Inventories
    
    
    607.6
    
    
    
    538.7Deferred income taxes and other current assets
    
    
    266.6
    
    
    
    297.2Total current assets
    
    
    2,193.7
    
    
    
    2,131.1Property, plant and equipment, less accumulated depreciation
    
    
    665.4
    
    
    
    673.7Goodwill
    
    
    2,336.9
    
    
    
    2,084.0Deferred income taxes and other noncurrent assets
    
    
    178.8
    
    
    
    326.3Total assets
    
    $
    5,374.8
    
    
    $
    5,215.1LIABILITIES AND SHAREHOLDERS EQUITYShort-term debt
    
    $
    5.0
    
    
    $
    7.6Accounts payable
    
    
    471.7
    
    
    
    427.8Accrued liabilities
    
    
    522.3
    
    
    
    518.0Current discontinued operations liability
    
    
    199.6
    
    
    
    196.3Current maturities of long-term debt
    
    
    300.7
    
    
    
    11.4Total current liabilities
    
    
    1,499.3
    
    
    
    1,161.1Long-term debt
    
    
    702.8
    
    
    
    1,002.9Postretirement benefits other than pensions
    
    
    83.2
    
    
    
    163.0Long-term discontinued operations liability
    
    
    330.0
    
    
    
    330.0Other long-term liabilities
    
    
    284.2
    
    
    
    352.9Total liabilities
    
    
    2,899.5
    
    
    
    3,009.9Common stock, $.01 par value
    
    
    0.9
    
    
    
    0.9Capital in excess of par value
    
    
    278.4
    
    
    
    383.2Retained earnings
    
    
    2,324.4
    
    
    
    1,997.4Accumulated other nonowner changes in equity
    
    
    (128.4
    )
    
    
    (176.3
    )Total shareholders equity
    
    
    2,475.3
    
    
    
    2,205.2Total liabilities and shareholders equity
    
    $
    5,374.8
    
    
    $
    5,215.1
  F-5




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,2006
    
    
    2005
    
    
    2004(in millions)Cash flows from operating activities:Net income
    
    $
    464.0
    
    
    $
    163.9
    
    
    $
    339.8Plus: charge related to discontinued operations
    
    
    20.3
    
    
    
    227.2
    
    
    
    Income from continuing operations
    
    
    484.3
    
    
    
    391.1
    
    
    
    339.8Adjustments to reconcile to net cash provided by
operating activities:Depreciation and amortization
    
    
    111.7
    
    
    
    111.0
    
    
    
    117.6Deferred income taxes
    
    
    15.4
    
    
    
    21.5
    
    
    
    27.7Excess tax benefits from stock options and awards
    
    
    (26.8
    )
    
    
    
    
    
    
    Restructuring charge payments
    
    
    
    
    
    
    (0.4
    )
    
    
    (4.3
    )Changes in assets and liabilities: (1)Receivables
    
    
    (16.1
    )
    
    
    (39.8
    )
    
    
    (56.7
    )Inventories
    
    
    (43.3
    )
    
    
    (17.6
    )
    
    
    47.6Accounts payable and accrued liabilities
    
    
    1.3
    
    
    
    86.8
    
    
    
    17.8Other assets and liabilities, net
    
    
    74.9
    
    
    
    20.9
    
    
    
    (15.9
    )Net cash provided by operating activities
    
    
    601.4
    
    
    
    573.5
    
    
    
    473.6Cash flows from investing activities:Capital expenditures
    
    
    (85.3
    )
    
    
    (96.7
    )
    
    
    (102.8
    )Cash paid for acquired businesses
    
    
    (280.4
    )
    
    
    (7.1
    )
    
    
    (48.6
    )Proceeds from sales of property, plant and equipment and other
    
    
    18.9
    
    
    
    13.6
    
    
    
    11.8Net cash used in investing activities
    
    
    (346.8
    )
    
    
    (90.2
    )
    
    
    (139.6
    )Cash flows from financing activities:Proceeds from issuances of debt
    
    
    
    
    
    
    326.4
    
    
    
    94.3Repayments of debt
    
    
    (14.8
    )
    
    
    (710.4
    )
    
    
    (4.7
    )Debt issuance costs
    
    
    
    
    
    
    (3.8
    )
    
    
    Dividends
    
    
    (137.0
    )
    
    
    (138.1
    )
    
    
    (131.0
    )Subsidiary purchase of parent shares
    
    
    (264.2
    )
    
    
    (211.0
    )
    
    
    (202.9
    )Excess tax benefits from stock options and awards
    
    
    26.8
    
    
    
    
    
    
    
    Activity under employee stock plans and other
    
    
    89.2
    
    
    
    72.7
    
    
    
    78.4Net cash used in financing activities
    
    
    (300.0
    )
    
    
    (664.2
    )
    
    
    (165.9
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    16.1
    
    
    
    (19.1
    )
    
    
    21.0Increase (decrease) in cash and cash equivalents
    
    
    (29.3
    )
    
    
    (200.0
    )
    
    
    189.1Cash and cash equivalents, beginning of year
    
    
    452.8
    
    
    
    652.8
    
    
    
    463.7Cash and cash equivalents, end of year
    
    $
    423.5
    
    
    $
    452.8
    
    
    $
    652.8
 (1)
  F-6




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Capital
    
    
    
    
    
    
    AccumulatedIn Excess
    
    
    
    
    
    
    NonownerCommon
    
    
    of Par
    
    
    Retained
    
    
    Changes inStock
    
    
    Value
    
    
    Earnings
    
    
    Equity
    
    
    Total(in millions)Balance December 31, 2003
    
    $
    0.9
    
    
    $
    518.0
    
    
    $
    1,762.8
    
    
    $
    (163.5
    )
    
    $
    2,118.2Net income
    
    
    
    
    
    
    
    
    
    
    339.8
    
    
    
    
    
    
    
    339.8Minimum pension liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8.0
    )
    
    
    (8.0
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36.3
    
    
    
    36.3Change in fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.0
    
    
    
    3.0Net income and other nonowner
changes in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    371.1Common stock dividends
    
    
    
    
    
    
    
    
    
    
    (131.0
    )
    
    
    
    
    
    
    (131.0
    )Stock-based compensation
    
    
    
    
    
    
    21.5
    
    
    
    
    
    
    
    
    
    
    
    21.5Subsidiary purchase of parent shares
    
    
    
    
    
    
    (202.9
    )
    
    
    
    
    
    
    
    
    
    
    (202.9
    )Stock issued under employee stock plans
    
    
    
    
    
    
    107.5
    
    
    
    
    
    
    
    
    
    
    
    107.5Other activity
    
    
    
    
    
    
    2.1
    
    
    
    
    
    
    
    
    
    
    
    2.1Balance December 31, 2004
    
    
    0.9
    
    
    
    446.2
    
    
    
    1,971.6
    
    
    
    (132.2
    )
    
    
    2,286.5Net income
    
    
    
    
    
    
    
    
    
    
    163.9
    
    
    
    
    
    
    
    163.9Minimum pension liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11.0
    )
    
    
    (11.0
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37.9
    )
    
    
    (37.9
    )Change in fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.8
    
    
    
    4.8Net income and other nonowner
changes in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119.8Common stock dividends
    
    
    
    
    
    
    
    
    
    
    (138.1
    )
    
    
    
    
    
    
    (138.1
    )Stock-based compensation
    
    
    
    
    
    
    40.3
    
    
    
    
    
    
    
    
    
    
    
    40.3Subsidiary purchase of parent shares
    
    
    
    
    
    
    (211.0
    )
    
    
    
    
    
    
    
    
    
    
    (211.0
    )Stock issued under employee stock plans
    
    
    
    
    
    
    106.4
    
    
    
    
    
    
    
    
    
    
    
    106.4Other activity
    
    
    
    
    
    
    1.3
    
    
    
    
    
    
    
    
    
    
    
    1.3Balance December 31, 2005
    
    
    0.9
    
    
    
    383.2
    
    
    
    1,997.4
    
    
    
    (176.3
    )
    
    
    2,205.2Net income
    
    
    
    
    
    
    
    
    
    
    464.0
    
    
    
    
    
    
    
    464.0Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53.8
    
    
    
    53.8Change in fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.3
    
    
    
    2.3Net income and other nonowner
changes in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    520.1Adjustment to initially apply SFAS No. 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8.2
    )
    
    
    (8.2
    )Common stock dividends
    
    
    
    
    
    
    
    
    
    
    (137.0
    )
    
    
    
    
    
    
    (137.0
    )Stock-based compensation
    
    
    
    
    
    
    27.5
    
    
    
    
    
    
    
    
    
    
    
    27.5Subsidiary purchase of parent shares
    
    
    
    
    
    
    (264.2
    )
    
    
    
    
    
    
    
    
    
    
    (264.2
    )Stock issued under employee stock plans
    
    
    
    
    
    
    130.3
    
    
    
    
    
    
    
    
    
    
    
    130.3Other activity
    
    
    
    
    
    
    1.6
    
    
    
    
    
    
    
    
    
    
    
    1.6Balance December 31, 2006
    
    $
    0.9
    
    
    $
    278.4
    
    
    $
    2,324.4
    
    
    $
    (128.4
    )
    
    $
    2,475.3
  F-7




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation:
 Principles of Consolidation:
 Use of Estimates:
 Cash Equivalents:
 Accounts Receivable:
 Inventories:
 Property, Plant and Equipment:
 Goodwill: Goodwill and Other Intangible
Assets
 Revenue Recognition:
 F-8




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Research and Development Expenditures:
 Impact of New Accounting Standards: Share-Based Payment Statement of Cash
Flows
 Accounting for Uncertainty in Income Taxes ( . Accounting for Income Taxes.
  Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans
 NOTE 2: RESTRUCTURING
   F-9




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
    NOTE 3: ACQUISITIONS AND DIVESTITURES
     F-10




---



##### Table of Contents



Cannon
    
    
    All Others
    
    
    Total(in millions)Receivables
    
    $
    7.0
    
    
    $
    8.8
    
    
    $
    15.8Inventories
    
    
    4.6
    
    
    
    12.2
    
    
    
    16.8Property, Plant and Equipment
    
    
    1.7
    
    
    
    8.2
    
    
    
    9.9Goodwill
    
    
    149.0
    
    
    
    39.2
    
    
    
    188.2Other intangible assets
    
    
    55.4
    
    
    
    38.9
    
    
    
    94.3Accounts payable
    
    
    (3.9
    )
    
    
    (4.2
    )
    
    
    (8.1
    )Other assets and liabilities, net
    
    
    (22.5
    )
    
    
    (14.0
    )
    
    
    (36.5
    )Net cash consideration
    
    $
    191.3
    
    
    $
    89.1
    
    
    $
    280.4
        F-11




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 4: INVENTORIES
 December 31,2006
    
    
    2005(in millions)Raw materials
    
    $
    204.2
    
    
    $
    206.1Work-in-process
    
    
    160.7
    
    
    
    137.9Finished goods
    
    
    366.3
    
    
    
    303.7Perishable tooling and supplies
    
    
    14.6
    
    
    
    14.4745.8
    
    
    
    662.1Allowance for excess and obsolete inventory
    
    
    (65.6
    )
    
    
    (58.7
    )Excess of current standard costs over LIFO costs
    
    
    (72.6
    )
    
    
    (64.7
    )Net inventories
    
    $
    607.6
    
    
    $
    538.7
 NOTE 5: PROPERTY, PLANT AND EQUIPMENT
 December 31,2006
    
    
    2005(in millions)Land and land improvements.
    
    $
    61.5
    
    
    $
    60.6Buildings
    
    
    481.7
    
    
    
    474.5Machinery and equipment
    
    
    837.7
    
    
    
    808.9Tooling, dies and patterns.
    
    
    274.9
    
    
    
    258.4All other
    
    
    366.0
    
    
    
    323.4Construction in progress
    
    
    65.6
    
    
    
    85.12,087.4
    
    
    
    2,010.9Accumulated depreciation
    
    
    (1,422.0
    )
    
    
    (1,337.2
    )$
    665.4
    
    
    $
    673.7
 NOTE 6: GOODWILL AND OTHER INTANGIBLE ASSETS
  ElectricalProducts
    
    
    Tools
    
    
    Total(in millions)Balance December 31, 2004
    
    $
    1,840.1
    
    
    $
    302.2
    
    
    $
    2,142.3Additions to goodwill
    
    
    5.9
    
    
    
    
    
    
    
    5.9Translation adjustments
    
    
    (63.8
    )
    
    
    (0.4
    )
    
    
    (64.2
    )Balance December 31, 2005
    
    
    1,782.2
    
    
    
    301.8
    
    
    
    2,084.0Additions to goodwill
    
    
    188.2
    
    
    
    
    
    
    
    188.2Disposal of business
    
    
    (4.9
    )
    
    
    
    
    
    
    (4.9
    )Translation adjustments
    
    
    67.8
    
    
    
    1.8
    
    
    
    69.6Balance December 31, 2006
    
    $
    2,033.3
    
    
    $
    303.6
    
    
    $
    2,336.9
  F-12




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  NOTE 7: ACCRUED LIABILITIES
 December 31,2006
    
    
    2005(in millions)Salaries, wages and employee benefit plans
    
    $
    228.5
    
    
    $
    244.0Commissions and customer incentives
    
    
    135.0
    
    
    
    132.7Product and environmental liability accruals
    
    
    34.1
    
    
    
    36.2Facility integration of acquired businesses
    
    
    
    
    
    
    6.3Other (individual items less than 5% of total current liabilities)
    
    
    124.7
    
    
    
    98.8$
    522.3
    
    
    $
    518.0
     F-13




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
   2006
    
    
    2005
    
    
    2004(in millions)Balance, beginning of year
    
    $
    6.3
    
    
    $
    11.0
    
    
    $
    18.1Spending
    
    
    (6.3
    )
    
    
    (4.7
    )
    
    
    (7.1
    )Balance, end of year
    
    $
    
    
    
    $
    6.3
    
    
    $
    11.0
  NOTE 8: DEBT AND LEASE COMMITMENTS
 December 31,2006
    
    
    2005(in millions)5.25% senior unsecured notes, due July 2007
    
    $
    293.3
    
    
    $
    292.75.50% senior unsecured notes, due November 2009
    
    
    275.0
    
    
    
    275.05.25% senior unsecured notes, due November 2012
    
    
    325.0
    
    
    
    325.06.91% second series medium-term notes, due through 2010
    
    
    2.3
    
    
    
    13.36.38% third series medium-term notes, due through 2008.
    
    
    100.0
    
    
    
    100.0Other
    
    
    7.9
    
    
    
    8.3Total long-term debt
    
    
    1,003.5
    
    
    
    1,014.3Current maturities
    
    
    (300.7
    )
    
    
    (11.4
    )Long-term portion
    
    $
    702.8
    
    
    $
    1,002.9
  F-14




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  
      NOTE 9: COMMON AND PREFERRED STOCK
    F-15




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
       F-16




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  NOTE 10: STOCK-BASED COMPENSATION
 Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees
   Year Ended December 31}2005
    
    
    2004(in millions)Net income, as reported
    
    $
    163.9
    
    
    $
    339.8Add: Stock-based employee compensation expense included in
reported net income, net of related tax effects
    
    
    24.9
    
    
    
    13.3Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards, net
of related tax effects
    
    
    (20.9
    )
    
    
    (14.6
    )Pro forma net income
    
    $
    167.9
    
    
    $
    338.5
 Year Ended December 312005
    
    
    2004Earnings per share:Basic  as reported
    
    $
    1.77
    
    
    $
    3.67Basic  pro forma
    
    $
    1.81
    
    
    $
    3.66Diluted  as reported
    
    $
    1.73
    
    
    $
    3.58Diluted  pro forma
    
    $
    1.77
    
    
    $
    3.57
 F-17




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Share-Based Payment Statement of Cash Flows
     Stock Options
  F-18




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  2006
    
    
    2005
    
    
    2004Expected volatility
    
    
    18.0
    %
    
    
    27.7
    %
    
    
    34.0
    %Expected dividends
    
    
    1.8
    %
    
    
    2.1
    %
    
    
    2.5
    %Expected term (in years)
    
    
    4.5
    
    
    
    5.0
    
    
    
    5.0Risk-free interest rate
    
    
    4.6
    %
    
    
    3.7
    %
    
    
    3.1
    %
  Weighted Average
    
    
    Aggregate IntrinsicWeighted-Average
    
    
    Remaining
    
    
    ValueOptions
    
    Shares
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    (in millions)Outstanding at January 1, 2006
    
    
    5,428,821
    
    
    $
    48.81Granted
    
    
    823,600
    
    
    $
    82.94Exercised
    
    
    (1,955,185
    )
    
    $
    43.94Forfeited or expired
    
    
    (185,425
    )
    
    $
    71.69Outstanding at December 31, 2006
    
    
    4,111,811
    
    
    $
    56.93
    
    
    
    4.3
    
    
    $
    139.2Vested or expected to vest at
December 31, 2006
    
    
    4,058,933
    
    
    $
    56.59
    
    
    
    4.4
    
    
    $
    138.7Exercisable at December 31, 2006
    
    
    2,363,863
    
    
    $
    45.05
    
    
    
    3.5
    
    
    $
    108.1
   Performance-Based Shares and Restricted Stock Units
  F-19




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
    Weighted-AverageGrant-DateNonvested Performance-Based Shares
    
    Shares
    
    
    Fair ValueNonvested at January 1, 2006
    
    
    962,138
    
    
    $
    55.05Granted
    
    
    299,260
    
    
    $
    83.09Vested
    
    
    (288,975
    )
    
    $
    37.58Forfeited
    
    
    (134,857
    )
    
    $
    68.47Nonvested at December 31, 2006
    
    
    837,566
    
    
    $
    68.94
    F-20




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Weighted-AverageGrant-DateNonvested Restricted Stock Units
    
    Shares
    
    
    Fair ValueNonvested at January 1, 2006
    
    
    309,400
    
    
    $
    49.97Granted
    
    
    52,000
    
    
    $
    87.34Vested
    
    
    (178,850
    )
    
    $
    39.11Forfeited
    
    
    (44,000
    )
    
    $
    56.76Nonvested at December 31, 2006
    
    
    138,550
    
    
    $
    75.84
      NOTE 11: ACCUMULATED NONOWNER CHANGES IN EQUITY
 GainPension and
    
    
    
    
    
    
    (Loss) On
    
    
    CumulativePostretirement
    
    
    Minimum
    
    
    Derivative
    
    
    TranslationBenefit Plans
    
    
    Pension Liability
    
    
    Instruments
    
    
    Adjustment
    
    
    Total(in millions)Balance December 31, 2003
    
    $
    
    
    
    $
    (59.7
    )
    
    $
    (1.5
    )
    
    $
    (102.3
    )
    
    $
    (163.5
    )Current year activity
    
    
    
    
    
    
    (8.0
    )
    
    
    3.0
    
    
    
    36.3
    
    
    
    31.3Balance December 31, 2004
    
    
    
    
    
    
    (67.7
    )
    
    
    1.5
    
    
    
    (66.0
    )
    
    
    (132.2
    )Current year activity
    
    
    
    
    
    
    (11.0
    )
    
    
    4.8
    
    
    
    (37.9
    )
    
    
    (44.1
    )Balance December 31, 2005
    
    
    
    
    
    
    (78.7
    )
    
    
    6.3
    
    
    
    (103.9
    )
    
    
    (176.3
    )Current year activity
    
    
    (86.9
    )
    
    
    78.7
    
    
    
    2.3
    
    
    
    53.8
    
    
    
    47.9Balance December 31, 2006
    
    $
    (86.9
    )
    
    $
    
    
    
    $
    8.6
    
    
    $
    (50.1
    )
    
    $
    (128.4
    )
 F-21




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 2006
    
    
    2005
    
    
    2004Before
    
    
    Tax
    
    
    
    
    
    
    Before
    
    
    Tax
    
    
    
    
    
    
    Before
    
    
    TaxTax
    
    
    (Expense)
    
    
    Net
    
    
    Tax
    
    
    (Expense)
    
    
    Net
    
    
    Tax
    
    
    (Expense)
    
    
    NetAmount
    
    
    Benefit
    
    
    Amount
    
    
    Amount
    
    
    Benefit
    
    
    Amount
    
    
    Amount
    
    
    Benefit
    
    
    Amount(in millions)Pension and postretirement
benefit plans
    
    $
    (142.0
    )
    
    $
    55.1
    
    
    $
    (86.9
    )
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Minimum pension
liability adjustment
    
    
    130.8
    
    
    
    (52.1
    )
    
    
    78.7
    
    
    
    (18.1
    )
    
    
    7.1
    
    
    
    (11.0
    )
    
    
    (13.3
    )
    
    
    5.3
    
    
    
    (8.0
    )Change in fair value of
derivatives
    
    
    15.3
    
    
    
    (6.1
    )
    
    
    9.2
    
    
    
    10.7
    
    
    
    (4.3
    )
    
    
    6.4
    
    
    
    5.2
    
    
    
    (2.1
    )
    
    
    3.1Reclassification to
earnings
    
    
    (11.4
    )
    
    
    4.5
    
    
    
    (6.9
    )
    
    
    (2.7
    )
    
    
    1.1
    
    
    
    (1.6
    )
    
    
    (0.2
    )
    
    
    0.1
    
    
    
    (0.1
    )3.9
    
    
    
    (1.6
    )
    
    
    2.3
    
    
    
    8.0
    
    
    
    (3.2
    )
    
    
    4.8
    
    
    
    5.0
    
    
    
    (2.0
    )
    
    
    3.0Translation adjustment
    
    
    82.8
    
    
    
    (29.0
    )
    
    
    53.8
    
    
    
    (58.3
    )
    
    
    20.4
    
    
    
    (37.9
    )
    
    
    55.8
    
    
    
    (19.5
    )
    
    
    36.3Other nonowner
changes in equity
    
    $
    75.5
    
    
    $
    (27.6
    )
    
    $
    47.9
    
    
    $
    (68.4
    )
    
    $
    24.3
    
    
    $
    (44.1
    )
    
    $
    47.5
    
    
    $
    (16.2
    )
    
    $
    31.3
 NOTE 12: INCOME TAXES
 Year Ended December 31,2006
    
    
    2005
    
    
    2004($ in millions)Components of income from continuing operations
before income taxes:U.S. operations
    
    $
    234.0
    
    
    $
    104.4
    
    
    $
    71.3Non-U.S. operations
    
    
    413.7
    
    
    
    390.6
    
    
    
    357.2Income from continuing operations before
income taxes
    
    $
    647.7
    
    
    $
    495.0
    
    
    $
    428.5Components of income tax expense:Current:U.S. Federal
    
    $
    67.6
    
    
    $
    21.5
    
    
    $
    4.6U.S. state and local
    
    
    11.6
    
    
    
    14.2
    
    
    
    4.9Non-U.S
    
    
    68.8
    
    
    
    46.7
    
    
    
    51.5148.0
    
    
    
    82.4
    
    
    
    61.0Deferred:U.S. Federal
    
    
    21.1
    
    
    
    3.6
    
    
    
    19.8U.S. state and local
    
    
    2.0
    
    
    
    1.7
    
    
    
    4.7Non-U.S
    
    
    (7.7
    )
    
    
    16.2
    
    
    
    3.215.4
    
    
    
    21.5
    
    
    
    27.7Income tax expense
    
    $
    163.4
    
    
    $
    103.9
    
    
    $
    88.7Total income taxes paid
    
    $
    175.0
    
    
    $
    90.9
    
    
    $
    87.3Effective tax rate reconciliation:U.S. Federal statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State and local income taxes
    
    
    1.8
    
    
    
    1.2
    
    
    
    1.5Non-U.S. Operations
    
    
    (10.6
    )
    
    
    (13.8
    )
    
    
    (13.5
    )Extraterritorial income exclusion
    
    
    (0.3
    )
    
    
    (0.6
    )
    
    
    (1.0
    )Tax credits
    
    
    (0.5
    )
    
    
    (0.7
    )
    
    
    (1.3
    )Other
    
    
    (0.2
    )
    
    
    (0.1
    )
    
    
    Effective tax rate attributable to
continuing operations
    
    
    25.2
    %
    
    
    21.0
    %
    
    
    20.7
    %
 F-22




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 December 31,2006
    
    
    2005(in millions)Components of deferred tax assets and liabilities:Deferred tax assets:Postretirement and other employee welfare benefits
    
    $
    44.6
    
    
    $
    65.7Accrued liabilities
    
    
    344.4
    
    
    
    349.7Pension plans
    
    
    19.1
    
    
    
    52.1Net operating loss carryforward
    
    
    23.3
    
    
    
    15.6Other
    
    
    9.9
    
    
    
    32.5Gross deferred tax assets
    
    
    441.3
    
    
    
    515.6Valuation allowance
    
    
    (8.4
    )
    
    
    (9.6
    )Total deferred tax assets
    
    
    432.9
    
    
    
    506.0Deferred tax liabilities:Property, plant and equipment and intangibles
    
    
    (223.6
    )
    
    
    (190.8
    )Inventories
    
    
    (8.7
    )
    
    
    (13.2
    )Pension plans
    
    
    (13.6
    )
    
    
    (70.6
    )Total deferred tax liabilities
    
    
    (245.9
    )
    
    
    (274.6
    )Net deferred tax asset
    
    $
    187.0
    
    
    $
    231.4
    F-23




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
   NOTE 13: PENSION AND OTHER POSTRETIREMENT BENEFITS
    Employers Accounting for Defined Benefit Pension and Other Postretirement Plans
 F-24




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 OtherPension Benefits
    
    
    Postretirement Benefits2006
    
    
    2005
    
    
    2006
    
    
    2005(in millions)Change in benefit obligation:Benefit obligation at January 1
    
    $
    783.7
    
    
    $
    763.7
    
    
    $
    105.0
    
    
    $
    129.5Service cost
    
    
    16.7
    
    
    
    17.5
    
    
    
    0.1
    
    
    
    0.2Interest cost
    
    
    41.4
    
    
    
    41.0
    
    
    
    5.6
    
    
    
    6.8Benefit payments
    
    
    (43.8
    )
    
    
    (59.4
    )
    
    
    (9.3
    )
    
    
    (13.9
    )Actuarial (gain) loss
    
    
    2.7
    
    
    
    37.8
    
    
    
    (3.4
    )
    
    
    1.5Exchange rate changes
    
    
    17.3
    
    
    
    (17.2
    )
    
    
    
    
    
    
    Settlements
    
    
    (26.0
    )
    
    
    (1.3
    )
    
    
    
    
    
    
    Curtailment
    
    
    (5.7
    )
    
    
    
    
    
    
    (3.2
    )
    
    
    Amendments
    
    
    (21.7
    )
    
    
    
    
    
    
    
    
    
    
    (19.1
    )Other
    
    
    3.6
    
    
    
    1.6
    
    
    
    
    
    
    
    Benefit obligation at December 31
    
    
    768.2
    
    
    
    783.7
    
    
    
    94.8
    
    
    
    105.0Change in plan assets:Fair value of plan assets at January 1
    
    
    650.1
    
    
    
    660.5
    
    
    
    
    
    
    
    Actual return on plan assets
    
    
    63.4
    
    
    
    34.4
    
    
    
    
    
    
    
    Employer contributions
    
    
    9.8
    
    
    
    20.0
    
    
    
    9.3
    
    
    
    13.9Benefit payments
    
    
    (43.8
    )
    
    
    (56.7
    )
    
    
    (9.3
    )
    
    
    (13.9
    )Exchange rate changes
    
    
    9.7
    
    
    
    (7.5
    )
    
    
    
    
    
    
    Settlements
    
    
    (23.1
    )
    
    
    (1.3
    )
    
    
    
    
    
    
    Other
    
    
    0.6
    
    
    
    0.7
    
    
    
    
    
    
    
    Fair value of plan assets at December 31
    
    
    666.7
    
    
    
    650.1
    
    
    
    
    
    
    
    Funded status
    
    
    (101.5
    )
    
    
    (133.6
    )
    
    
    (94.8
    )
    
    
    (105.0
    )Unrecognized net actuarial (gain) loss
    
    
    
    
    
    
    246.6
    
    
    
    
    
    
    
    (38.5
    )Unrecognized prior service cost
    
    
    
    
    
    
    6.8
    
    
    
    
    
    
    
    (19.5
    )Net amount recognized
    
    $
    (101.5
    )
    
    $
    119.8
    
    
    $
    (94.8
    )
    
    $
    (163.0
    )
 OtherPension Benefits
    
    
    Postretirement Benefits2006
    
    
    2005
    
    
    2006
    
    
    2005(in millions)Assets and liabilities recognized in the balance sheet
consist of:Noncurrent assets
    
    $
    41.9
    
    
    $
    120.7
    
    
    $
    
    
    
    $
    Accrued liabilities
    
    
    (4.4
    )
    
    
    (24.5
    )
    
    
    (11.6
    )
    
    
    Long-term liabilities
    
    
    (139.0
    )
    
    
    (107.2
    )
    
    
    (83.2
    )
    
    
    (163.0
    )$
    (101.5
    )
    
    $
    (11.0
    )(1)
    
    $
    (94.8
    )
    
    $
    (163.0
    )
 
 (1)
    
    In 2005, a pre-tax minimum pension liability adjustment of $130.8 million was
included in accumulated other nonowner changes in equity. F-25




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 OtherPension Benefits
    
    
    Postretirement Benefits2006
    
    
    2005
    
    
    2006
    
    
    2005(in millions)Amounts recognized in accumulated other
nonowner changes in equity consist of:Net actuarial (gain) loss
    
    $
    217.6
    
    
    $
    
    
    
    $
    (39.1
    )
    
    $
    Prior service cost
    
    
    (19.0
    )
    
    
    
    
    
    
    (17.5
    )
    
    
    $
    198.6
    
    
    $
    
    
    
    $
    (56.6
    )
    
    $
    
  Before Application
    
    
    
    
    
    
    After Applicationof SFAS No. 158
    
    
    Adjustments
    
    
    of SFAS No. 158(in millions)Deferred income taxes and other
noncurrent assets
    
    $
    335.6
    
    
    $
    (156.8
    )
    
    $
    178.8Accrued liabilities
    
    
    541.9
    
    
    
    (19.6
    )
    
    
    522.3Postretirement benefits other than
pensions
    
    
    139.8
    
    
    
    (56.6
    )
    
    
    83.2Other long-term liabilities
    
    
    356.6
    
    
    
    (72.4
    )
    
    
    284.2Accumulated other nonowner
changes in equity
    
    
    (120.2
    )
    
    
    (8.2
    )
    
    
    (128.4
    )
   Pension Benefits
    
    
    Other Postretirement Benefits2006
    
    
    2005
    
    
    2004
    
    
    2006
    
    
    2005
    
    
    2004(in millions)Components of net periodic benefit cost:Service cost
    
    $
    16.7
    
    
    $
    17.5
    
    
    $
    16.2
    
    
    $
    0.1
    
    
    $
    0.2
    
    
    $
    0.2Interest cost
    
    
    41.4
    
    
    
    41.0
    
    
    
    41.8
    
    
    
    5.6
    
    
    
    6.8
    
    
    
    8.2Expected return on plan assets
    
    
    (49.1
    )
    
    
    (50.7
    )
    
    
    (47.1
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    0.5
    
    
    
    0.6
    
    
    
    0.6
    
    
    
    (2.0
    )
    
    
    (0.4
    )
    
    
    (0.1
    )Recognized actuarial (gain) loss
    
    
    13.2
    
    
    
    10.0
    
    
    
    7.4
    
    
    
    (2.9
    )
    
    
    (3.0
    )
    
    
    (2.8
    )Settlement loss
    
    
    4.1
    
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Curtailment (gain) loss
    
    
    4.2
    
    
    
    
    
    
    
    
    
    
    
    (3.2
    )
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    31.0
    
    
    $
    18.9
    
    
    $
    18.9
    
    
    $
    (2.4
    )
    
    $
    3.6
    
    
    $
    5.5
 F-26




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  OtherPension Benefits
    
    
    Postretirement Benefits2006
    
    
    2005
    
    
    2006
    
    
    2005Weighted average assumptions
used to determine benefit
obligations as of December
31:Discount rate
    
    
    4.50% - 5.75
    %
    
    
    4.25% - 5.60
    %
    
    
    5.75
    %
    
    
    5.60
    %Rate of compensation increase
    
    
    2.75% - 4.00
    %
    
    
    2.25% - 4.00
    %
    
    
    
    
    
    
    
 OtherPension Benefits
    
    
    Postretirement Benefits2006
    
    
    2005
    
    
    2006
    
    
    2005Weighted average assumptions
used to determine net costs
for the years ended December
31:Discount rate
    
    
    4.25% - 5.60
    %
    
    
    5.00% - 5.75
    %
    
    
    5.60
    %
    
    
    5.75
    %Expected return on plan assets
    
    
    6.00% - 8.25
    %
    
    
    6.00% - 8.25
    %
    
    
    
    
    
    
    Rate of compensation increase.
    
    
    2.75% - 4.00
    %
    
    
    2.75% - 4.00
    %
    
    
    
    
    
    
    
 2006
    
    
    2005Assumed healthcare cost trend rates:Healthcare cost trend rate assumed for next year
    
    
    8.00
    %
    
    
    9.00
    %Rate to which trend rate is assumed to decline (ultimate trend rate)
    
    
    5.00
    %
    
    
    5.00
    %Year that rate reaches ultimate trend rate
    
    
    2010
    
    
    
    2010
 1-Percentage-
    
    
    1-Percentage-Point Increase
    
    
    Point Decrease(in millions)A one-percentage-point change in the assumed health care cost
trend rate would have the following effects:Effect on total of service and interest cost components
    
    $
    0.4
    
    
    $
    (0.3
    )Effect on the postretirement benefit obligation
    
    $
    5.3
    
    
    $
    (4.7
    )
  Percentage of Plan Assetsat December 31,Asset Category
    
    2006
    
    
    2005Equity Securities
    
    
    60
    %
    
    
    60
    %Debt Securities
    
    
    40
    %
    
    
    40
    %100
    %
    
    
    100
    %
  F-27




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
      NOTE 14: RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
    NOTE 15: INDUSTRY SEGMENTS AND GEOGRAPHIC INFORMATION
 Industry Segments
   F-28




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
    Revenues
    
    
    Operating Earnings
    
    
    Total AssetsYear Ended December 31,
    
    
    Year Ended December 31,

    
    
    Year Ended December 31,2006
    
    
    2005
    
    
    2004
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2006
    
    
    2005
    
    
    2004(in millions)Electrical Products
    
    $
    4,426.0
    
    
    $
    3,997.5
    
    
    $
    3,722.2
    
    
    $
    703.2
    
    
    $
    585.0
    
    
    $
    511.2
    
    
    $
    3,960.8
    
    
    $
    3,600.9
    
    
    $
    3,591.8Tools
    
    
    758.6
    
    
    
    732.9
    
    
    
    740.7
    
    
    
    85.6
    
    
    
    66.7
    
    
    
    62.7
    
    
    
    686.6
    
    
    
    700.5
    
    
    
    737.0Total management reporting
    
    $
    5,184.6
    
    
    $
    4,730.4
    
    
    $
    4,462.9
    
    
    
    788.8
    
    
    
    651.7
    
    
    
    573.9
    
    
    
    4,647.4
    
    
    
    4,301.4
    
    
    
    4,328.8General Corporate expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (89.6
    )
    
    
    (91.9
    )
    
    
    (77.3
    )Operating earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    699.2
    
    
    
    559.8
    
    
    
    496.6Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51.5
    )
    
    
    (64.8
    )
    
    
    (68.1
    )Consolidated income from
continuing operations
before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    647.7
    
    
    $
    495.0
    
    
    $
    428.5Corporate assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    727.4
    
    
    
    913.7
    
    
    
    1,079.0Consolidated assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,374.8
    
    
    $
    5,215.1
    
    
    $
    5,407.8
 Electrical
    
    
    
    
    
    
    
    
    
    
    ConsolidatedProducts
    
    
    Tools
    
    
    Corporate
    
    
    Total(in millions)2006Depreciation and amortization
    
    $
    90.4
    
    
    $
    20.0
    
    
    $
    1.3
    
    
    $
    111.7Capital expenditures
    
    
    60.8
    
    
    
    9.1
    
    
    
    15.4
    
    
    
    85.3Investment in
unconsolidated affiliates.
    
    
    21.3
    
    
    
    
    
    
    
    
    
    
    
    21.32005Depreciation and amortization
    
    $
    88.7
    
    
    $
    20.1
    
    
    $
    2.2
    
    
    $
    111.0Capital expenditures
    
    
    69.9
    
    
    
    12.4
    
    
    
    14.4
    
    
    
    96.7Investment in
unconsolidated affiliates.
    
    
    21.6
    
    
    
    
    
    
    
    
    
    
    
    21.62004Depreciation and amortization
    
    $
    93.9
    
    
    $
    21.7
    
    
    $
    2.0
    
    
    $
    117.6Capital expenditures
    
    
    73.0
    
    
    
    10.2
    
    
    
    19.6
    
    
    
    102.8Investment in
unconsolidated affiliates.
    
    
    23.3
    
    
    
    
    
    
    
    
    
    
    
    23.3
 Geographic Information
  F-29




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Revenues
    
    
    Long-Lived Assets2006
    
    
    2005
    
    
    2004
    
    
    2006
    
    
    2005
    
    
    2004(in millions)United States
    
    $
    3,781.1
    
    
    $
    3,459.5
    
    
    $
    3,264.4
    
    
    $
    490.0
    
    
    $
    726.3
    
    
    $
    703.4Germany
    
    
    253.5
    
    
    
    235.0
    
    
    
    249.7
    
    
    
    38.7
    
    
    
    35.0
    
    
    
    42.4United Kingdom.
    
    
    305.3
    
    
    
    311.3
    
    
    
    283.6
    
    
    
    41.1
    
    
    
    57.2
    
    
    
    67.3Canada
    
    
    226.3
    
    
    
    205.1
    
    
    
    181.6
    
    
    
    0.7
    
    
    
    0.8
    
    
    
    0.9Mexico
    
    
    172.4
    
    
    
    139.2
    
    
    
    132.1
    
    
    
    83.2
    
    
    
    87.7
    
    
    
    85.6Other countries
    
    
    446.0
    
    
    
    380.3
    
    
    
    351.5
    
    
    
    80.2
    
    
    
    69.0
    
    
    
    54.5$
    5,184.6
    
    
    $
    4,730.4
    
    
    $
    4,462.9
    
    
    $
    733.9
    
    
    $
    976.0
    
    
    $
    954.1
  International Revenues2006
    
    
    2005
    
    
    2004(in millions)Electrical Products
    
    $
    1,312.5
    
    
    $
    1,152.6
    
    
    $
    1,052.5Tools
    
    
    343.0
    
    
    
    312.9
    
    
    
    329.0$
    1,655.5
    
    
    $
    1,465.5
    
    
    $
    1,381.5
 NOTE 16: CHARGE RELATED TO DISCONTINUED OPERATIONS
  F-30




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
       F-31




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
        F-32




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
        NOTE 17: FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES, CONCENTRATIONS OF CREDIT RISK AND FAIR
VALUE OF FINANCIAL INSTRUMENTS
 Derivative Instruments and Hedging Activities
 Accounting for Derivative Instruments and Hedging
Activities
 F-33




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
        
 F-34




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
    December 31,2006
    
    
    2005(in millions)U.S. Dollar
    
    $
    224.3
    
    
    $
    108.2Euro
    
    
    122.5
    
    
    
    0.2Mexican Peso
    
    
    23.2
    
    
    
    19.1British Pound Sterling
    
    
    8.5
    
    
    
    0.4Other
    
    
    0.7
    
    
    
    $
    379.2
    
    
    $
    127.9
 Other Instruments
  Concentrations of Credit Risk
  F-35




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Fair Value of Financial Instruments Other than Derivatives
  NOTE 18: NET INCOME PER COMMON SHARE
 Basic
    
    
    DilutedYear Ended December 31,
    
    
    Year Ended December 31,2006
    
    
    2005
    
    
    2004
    
    
    2006
    
    
    2005
    
    
    2004($ in millions, shares in thousands)Income from continuing operations
    
    $
    484.3
    
    
    $
    391.1
    
    
    $
    339.8
    
    
    $
    484.3
    
    
    $
    391.1
    
    
    $
    339.8Charge from discontinued operations
    
    
    20.3
    
    
    
    227.2
    
    
    
    
    
    
    
    20.3
    
    
    
    227.2
    
    
    
    Net income applicable to common stock
    
    $
    464.0
    
    
    $
    163.9
    
    
    $
    339.8
    
    
    $
    464.0
    
    
    $
    163.9
    
    
    $
    339.8Weighted average common shares outstanding
    
    
    91,773
    
    
    
    92,520
    
    
    
    92,480
    
    
    
    91,773
    
    
    
    92,520
    
    
    
    92,480Incremental shares from assumed conversions:Options, performance-based stock awards
and other employee awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,019
    
    
    
    2,529
    
    
    
    2,283Weighted average common shares and
common share equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93,792
    
    
    
    95,049
    
    
    
    94,763
   Year Ended December 31,2006
    
    
    2005
    
    
    2004(unaudited)Basic:Income from continuing operations
    
    $
    2.64
    
    
    $
    2.12
    
    
    $
    1.84Charge from discontinued operations
    
    
    .11
    
    
    
    1.23
    
    
    
    Net income
    
    $
    2.53
    
    
    $
    .89
    
    
    $
    1.84Diluted:Income from continuing operations
    
    $
    2.58
    
    
    $
    2.06
    
    
    $
    1.79Charge from discontinued operations
    
    
    .10
    
    
    
    1.19
    
    
    
    Net income
    
    $
    2.48
    
    
    $
    .87
    
    
    $
    1.79
 F-36




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 19: UNAUDITED QUARTERLY OPERATING RESULTS
 2006 (by quarter)1
    
    
    2
    
    
    3
    
    
    4(in millions, except per share data)Revenues
    
    $
    1,240.9
    
    
    $
    1,287.8
    
    
    $
    1,314.6
    
    
    $
    1,341.3Cost of sales
    
    
    846.8
    
    
    
    870.3
    
    
    
    887.2
    
    
    
    912.1Selling and administrative expenses
    
    
    237.5
    
    
    
    244.3
    
    
    
    240.8
    
    
    
    246.4Operating earnings
    
    
    156.6
    
    
    
    173.2
    
    
    
    186.6
    
    
    
    182.8Interest expense, net
    
    
    12.1
    
    
    
    12.4
    
    
    
    14.0
    
    
    
    13.0Income from continuing operations before income taxes
    
    
    144.5
    
    
    
    160.8
    
    
    
    172.6
    
    
    
    169.8Income taxes
    
    
    36.8
    
    
    
    41.0
    
    
    
    44.4
    
    
    
    41.2Income from continuing operations
    
    
    107.7
    
    
    
    119.8
    
    
    
    128.2
    
    
    
    128.6Charge related to discontinued operations
    
    
    
    
    
    
    20.3
    
    
    
    
    
    
    
    Net income
    
    $
    107.7
    
    
    $
    99.5
    
    
    $
    128.2
    
    
    $
    128.6Income per Common shareBasic:Income from continuing operations
    
    $
    1.17
    
    
    $
    1.30
    
    
    $
    1.40
    
    
    $
    1.41Charge from discontinued operations
    
    
    
    
    
    
    .22
    
    
    
    
    
    
    
    Net income
    
    $
    1.17
    
    
    $
    1.08
    
    
    $
    1.40
    
    
    $
    1.41Diluted:Income from continuing operations
    
    $
    1.14
    
    
    $
    1.27
    
    
    $
    1.37
    
    
    $
    1.38Charge from discontinued operations
    
    
    
    
    
    
    .21
    
    
    
    
    
    
    
    Net income
    
    $
    1.14
    
    
    $
    1.06
    
    
    $
    1.37
    
    
    $
    1.38
 2005 (by quarter)1
    
    
    2
    
    
    3
    
    
    4(in millions, except per share data)Revenues
    
    $
    1,144.8
    
    
    $
    1,189.2
    
    
    $
    1,210.4
    
    
    $
    1,186.0Cost of sales
    
    
    787.6
    
    
    
    814.7
    
    
    
    828.1
    
    
    
    813.4Selling and administrative expenses
    
    
    227.5
    
    
    
    232.9
    
    
    
    235.9
    
    
    
    230.5Operating earnings
    
    
    129.7
    
    
    
    141.6
    
    
    
    146.4
    
    
    
    142.1Interest expense, net
    
    
    17.8
    
    
    
    17.7
    
    
    
    16.5
    
    
    
    12.8Income from continuing operations before income taxes
    
    
    111.9
    
    
    
    123.9
    
    
    
    129.9
    
    
    
    129.3Income taxes
    
    
    24.1
    
    
    
    26.6
    
    
    
    27.9
    
    
    
    25.3Income from continuing operations
    
    
    87.8
    
    
    
    97.3
    
    
    
    102.0
    
    
    
    104.0Charge related to discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    227.2Net income (loss)
    
    $
    87.8
    
    
    $
    97.3
    
    
    $
    102.0
    
    
    $
    (123.2
    )Income (loss) per Common shareBasic:Income from continuing operations
    
    $
    .94
    
    
    $
    1.05
    
    
    $
    1.11
    
    
    $
    1.13Charge from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.47Net income (loss)
    
    $
    .94
    
    
    $
    1.05
    
    
    $
    1.11
    
    
    $
    (1.34
    )Diluted:Income from continuing operations
    
    $
    .92
    
    
    $
    1.02
    
    
    $
    1.08
    
    
    $
    1.10Charge from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.40Net income (loss)
    
    $
    .92
    
    
    $
    1.02
    
    
    $
    1.08
    
    
    $
    (1.30
    )
 F-37




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 20: CONSOLIDATING FINANCIAL INFORMATION
  Consolidating Income Statements
Year Ended December 31, 2006
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalRevenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,367.1
    
    
    $
    2,055.2
    
    
    $
    (237.7
    )
    
    $
    5,184.6Cost of sales
    
    
    (5.1
    )
    
    
    (1.0
    )
    
    
    0.6
    
    
    
    2,358.1
    
    
    
    1,401.5
    
    
    
    (237.7
    )
    
    
    3,516.4Selling and administrative
expenses
    
    
    9.6
    
    
    
    19.7
    
    
    
    64.9
    
    
    
    509.1
    
    
    
    365.7
    
    
    
    
    
    
    
    969.0Interest expense, net
    
    
    (0.8
    )
    
    
    45.0
    
    
    
    12.2
    
    
    
    
    
    
    
    (4.9
    )
    
    
    
    
    
    
    51.5Equity in earnings of
subsidiaries, net of tax
    
    
    584.5
    
    
    
    (105.3
    )
    
    
    337.9
    
    
    
    96.4
    
    
    
    338.5
    
    
    
    (1,252.0
    )
    
    
    Intercompany income
(expense)
    
    
    (18.2
    )
    
    
    133.8
    
    
    
    22.4
    
    
    
    (369.7
    )
    
    
    330.4
    
    
    
    (98.7
    )
    
    
    Income (loss) from
continuing operations
before income taxes
    
    
    562.6
    
    
    
    (35.2
    )
    
    
    282.6
    
    
    
    226.6
    
    
    
    961.8
    
    
    
    (1,350.7
    )
    
    
    647.7Income tax expense
(benefit)
    
    
    
    
    
    
    (29.9
    )
    
    
    (56.0
    )
    
    
    48.4
    
    
    
    200.9
    
    
    
    
    
    
    
    163.4Income from continuing
operations
    
    
    562.6
    
    
    
    (5.3
    )
    
    
    338.6
    
    
    
    178.2
    
    
    
    760.9
    
    
    
    (1,350.7
    )
    
    
    484.3Charge related to
discontinued operations,
net of tax
    
    
    
    
    
    
    20.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20.3Net income (loss)
    
    $
    562.6
    
    
    $
    (25.6
    )
    
    $
    338.6
    
    
    $
    178.2
    
    
    $
    760.9
    
    
    $
    (1,350.7
    )
    
    $
    464.0
 F-38




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Income Statements
Year Ended December 31, 2005
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalRevenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,124.2
    
    
    $
    1,745.7
    
    
    $
    (139.5
    )
    
    $
    4,730.4Cost of sales
    
    
    0.2
    
    
    
    0.4
    
    
    
    1.1
    
    
    
    2,203.4
    
    
    
    1,178.2
    
    
    
    (139.5
    )
    
    
    3,243.8Selling and administrative
expenses
    
    
    8.9
    
    
    
    9.8
    
    
    
    70.4
    
    
    
    495.8
    
    
    
    341.9
    
    
    
    
    
    
    
    926.8Interest expense, net
    
    
    (1.1
    )
    
    
    51.3
    
    
    
    (1.3
    )
    
    
    
    
    
    
    15.9
    
    
    
    
    
    
    
    64.8Equity in earnings of
subsidiaries, net of tax.
    
    
    259.1
    
    
    
    55.9
    
    
    
    100.7
    
    
    
    117.5
    
    
    
    39.9
    
    
    
    (573.1
    )
    
    
    Intercompany income
(expense)
    
    
    (6.7
    )
    
    
    (59.0
    )
    
    
    (73.7
    )
    
    
    (373.6
    )
    
    
    593.5
    
    
    
    (80.5
    )
    
    
    Income (loss) from
continuing operations
before income taxes
    
    
    244.4
    
    
    
    (64.6
    )
    
    
    (43.2
    )
    
    
    168.9
    
    
    
    843.1
    
    
    
    (653.6
    )
    
    
    495.0Income tax expense
(benefit)
    
    
    
    
    
    
    (44.7
    )
    
    
    (82.9
    )
    
    
    15.1
    
    
    
    216.4
    
    
    
    
    
    
    
    103.9Income from continuing
operations
    
    
    244.4
    
    
    
    (19.9
    )
    
    
    39.7
    
    
    
    153.8
    
    
    
    626.7
    
    
    
    (653.6
    )
    
    
    391.1Charge related to
discontinued operations,
net of taxes
    
    
    
    
    
    
    227.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    227.2Net income (loss)
    
    $
    244.4
    
    
    $
    (247.1
    )
    
    $
    39.7
    
    
    $
    153.8
    
    
    $
    626.7
    
    
    $
    (653.6
    )
    
    $
    163.9
 Consolidating Income Statements
Year Ended December 31, 2004
 Cooper
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    Ohio
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalRevenues
    
    $
    
    
    
    $
    185.5
    
    
    $
    2,666.5
    
    
    $
    1,656.2
    
    
    $
    (45.3
    )
    
    $
    4,462.9Cost of sales
    
    
    0.7
    
    
    
    124.1
    
    
    
    1,891.1
    
    
    
    1,149.1
    
    
    
    (45.3
    )
    
    
    3,119.7Selling and administrative
expenses
    
    
    9.5
    
    
    
    90.5
    
    
    
    432.7
    
    
    
    313.9
    
    
    
    
    
    
    
    846.6Interest expense, net
    
    
    (1.0
    )
    
    
    47.8
    
    
    
    
    
    
    
    21.3
    
    
    
    
    
    
    
    68.1Equity in earnings of
subsidiaries, net of tax
    
    
    353.4
    
    
    
    379.5
    
    
    
    30.0
    
    
    
    162.0
    
    
    
    (924.9
    )
    
    
    Intercompany income (expense)
    
    
    (4.4
    )
    
    
    (256.9
    )
    
    
    (329.5
    )
    
    
    590.8
    
    
    
    
    
    
    
    Income before income taxes
    
    
    339.8
    
    
    
    45.7
    
    
    
    43.2
    
    
    
    924.7
    
    
    
    (924.9
    )
    
    
    428.5Income tax expense (benefit)
    
    
    
    
    
    
    (116.3
    )
    
    
    (3.1
    )
    
    
    208.1
    
    
    
    
    
    
    
    88.7Net income
    
    $
    339.8
    
    
    $
    162.0
    
    
    $
    46.3
    
    
    $
    716.6
    
    
    $
    (924.9
    )
    
    $
    339.8
 F-39




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Balance Sheets
December 31, 2006
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    11.5
    
    
    $
    
    
    
    $
    204.9
    
    
    $
    (2.8
    )
    
    $
    209.9
    
    
    $
    
    
    
    $
    423.5Receivables
    
    
    0.2
    
    
    
    
    
    
    
    0.4
    
    
    
    469.3
    
    
    
    426.1
    
    
    
    
    
    
    
    896.0Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    348.6
    
    
    
    259.0
    
    
    
    
    
    
    
    607.6Deferred income taxes and
other current assets
    
    
    1.1
    
    
    
    141.4
    
    
    
    51.9
    
    
    
    25.6
    
    
    
    46.6
    
    
    
    
    
    
    
    266.6Total current assets
    
    
    12.8
    
    
    
    141.4
    
    
    
    257.2
    
    
    
    840.7
    
    
    
    941.6
    
    
    
    
    
    
    
    2,193.7Property, plant and
equipment, less
accumulated depreciation.
    
    
    
    
    
    
    
    
    
    
    49.8
    
    
    
    320.0
    
    
    
    295.6
    
    
    
    
    
    
    
    665.4Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,025.0
    
    
    
    1,311.9
    
    
    
    
    
    
    
    2,336.9Investment in subsidiaries
    
    
    3,554.6
    
    
    
    570.0
    
    
    
    4,081.8
    
    
    
    1,219.2
    
    
    
    1,346.2
    
    
    
    (10,771.8
    )
    
    
    Investment in parent
    
    
    
    
    
    
    
    
    
    
    2,811.2
    
    
    
    
    
    
    
    312.8
    
    
    
    (3,124.0
    )
    
    
    Intercompany accounts
receivable
    
    
    686.3
    
    
    
    806.5
    
    
    
    
    
    
    
    1,289.0
    
    
    
    598.6
    
    
    
    (3,380.4
    )
    
    
    Intercompany notes
receivable
    
    
    91.8
    
    
    
    24.9
    
    
    
    758.5
    
    
    
    0.7
    
    
    
    4,067.3
    
    
    
    (4,943.2
    )
    
    
    Deferred income taxes and
other noncurrent assets
    
    
    
    
    
    
    20.0
    
    
    
    2.0
    
    
    
    23.0
    
    
    
    133.8
    
    
    
    
    
    
    
    178.8Total assets
    
    $
    4,345.5
    
    
    $
    1,562.8
    
    
    $
    7,960.5
    
    
    $
    4,717.6
    
    
    $
    9,007.8
    
    
    $
    (22,219.4
    )
    
    $
    5,374.8Short-term debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    5.0
    
    
    $
    
    
    
    $
    5.0Accounts payable
    
    
    32.1
    
    
    
    17.2
    
    
    
    4.5
    
    
    
    225.9
    
    
    
    192.0
    
    
    
    
    
    
    
    471.7Accrued liabilities
    
    
    5.2
    
    
    
    43.4
    
    
    
    84.5
    
    
    
    230.0
    
    
    
    159.2
    
    
    
    
    
    
    
    522.3Current discontinued
operations liability
    
    
    
    
    
    
    199.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    199.6Current maturities of
long-term debt
    
    
    
    
    
    
    300.0
    
    
    
    
    
    
    
    
    
    
    
    0.7
    
    
    
    
    
    
    
    300.7Total current liabilities
    
    
    37.3
    
    
    
    560.2
    
    
    
    89.0
    
    
    
    455.9
    
    
    
    356.9
    
    
    
    
    
    
    
    1,499.3Long-term debt
    
    
    
    
    
    
    370.5
    
    
    
    323.9
    
    
    
    8.0
    
    
    
    0.4
    
    
    
    
    
    
    
    702.8Intercompany accounts
payable
    
    
    
    
    
    
    
    
    
    
    3,380.4
    
    
    
    
    
    
    
    
    
    
    
    (3,380.4
    )
    
    
    Intercompany notes
payable
    
    
    552.3
    
    
    
    329.9
    
    
    
    1,901.4
    
    
    
    1,707.3
    
    
    
    452.3
    
    
    
    (4,943.2
    )
    
    
    Long-term discontinued
operations liability
    
    
    
    
    
    
    330.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    330.0Other long-term
liabilities
    
    
    
    
    
    
    (57.7
    )
    
    
    119.2
    
    
    
    172.9
    
    
    
    133.0
    
    
    
    
    
    
    
    367.4Total liabilities
    
    
    589.6
    
    
    
    1,532.9
    
    
    
    5,813.9
    
    
    
    2,344.1
    
    
    
    942.6
    
    
    
    (8,323.6
    )
    
    
    2,899.5Class A common stock
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    0.9Class B common stock
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.5
    )
    
    
    Subsidiary common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500.3
    
    
    
    (500.3
    )
    
    
    Capital in excess of
par value
    
    
    3,392.0
    
    
    
    
    
    
    
    56.2
    
    
    
    1,431.5
    
    
    
    5,174.7
    
    
    
    (9,776.0
    )
    
    
    278.4Retained earnings
    
    
    358.4
    
    
    
    128.3
    
    
    
    2,230.1
    
    
    
    943.3
    
    
    
    2,485.6
    
    
    
    (3,821.3
    )
    
    
    2,324.4Accumulated other nonowner changes in equity
    
    
    4.0
    
    
    
    (98.4
    )
    
    
    (139.7
    )
    
    
    (1.3
    )
    
    
    (95.4
    )
    
    
    202.4
    
    
    
    (128.4
    )Total shareholders equity
    
    
    3,755.9
    
    
    
    29.9
    
    
    
    2,146.6
    
    
    
    2,373.5
    
    
    
    8,065.2
    
    
    
    (13,895.8
    )
    
    
    2,475.3Total liabilities and
shareholders equity
    
    $
    4,345.5
    
    
    $
    1,562.8
    
    
    $
    7,960.5
    
    
    $
    4,717.6
    
    
    $
    9,007.8
    
    
    $
    (22,219.4
    )
    
    $
    5,374.8
 F-40




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Balance Sheets
December 31, 2005
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCash and cash
equivalents
    
    $
    64.1
    
    
    $
    
    
    
    $
    144.4
    
    
    $
    (3.5
    )
    
    $
    247.8
    
    
    $
    
    
    
    $
    452.8Receivables
    
    
    0.1
    
    
    
    
    
    
    
    8.6
    
    
    
    469.7
    
    
    
    364.0
    
    
    
    
    
    
    
    842.4Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    327.1
    
    
    
    211.6
    
    
    
    
    
    
    
    538.7Deferred income taxes and
other current assets
    
    
    1.2
    
    
    
    130.7
    
    
    
    94.0
    
    
    
    48.8
    
    
    
    22.5
    
    
    
    
    
    
    
    297.2Total current assets
    
    
    65.4
    
    
    
    130.7
    
    
    
    247.0
    
    
    
    842.1
    
    
    
    845.9
    
    
    
    
    
    
    
    2,131.1Property, plant and
equipment, less
accumulated
depreciation
    
    
    
    
    
    
    
    
    
    
    41.0
    
    
    
    339.5
    
    
    
    293.2
    
    
    
    
    
    
    
    673.7Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,018.3
    
    
    
    1,065.7
    
    
    
    
    
    
    
    2,084.0Investment in subsidiaries
    
    
    2,887.9
    
    
    
    759.5
    
    
    
    3,579.4
    
    
    
    917.6
    
    
    
    899.1
    
    
    
    (9,043.5
    )
    
    
    Investment in parent
    
    
    
    
    
    
    
    
    
    
    2,547.1
    
    
    
    
    
    
    
    312.7
    
    
    
    (2,859.8
    )
    
    
    Intercompany accounts
receivables
    
    
    588.4
    
    
    
    550.5
    
    
    
    
    
    
    
    1,367.3
    
    
    
    589.9
    
    
    
    (3,096.1
    )
    
    
    Intercompany notes
receivable
    
    
    43.9
    
    
    
    23.5
    
    
    
    651.1
    
    
    
    0.8
    
    
    
    3,683.4
    
    
    
    (4,402.7
    )
    
    
    Deferred income taxes
and other noncurrent
assets
    
    
    
    
    
    
    223.5
    
    
    
    48.7
    
    
    
    (43.2
    )
    
    
    97.3
    
    
    
    
    
    
    
    326.3Total assets
    
    $
    3,585.6
    
    
    $
    1,687.7
    
    
    $
    7,114.3
    
    
    $
    4,442.4
    
    
    $
    7,787.2
    
    
    $
    (19,402.1
    )
    
    $
    5,215.1Short-term debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    7.6
    
    
    $
    
    
    
    $
    7.6Accounts payable
    
    
    34.1
    
    
    
    14.0
    
    
    
    8.0
    
    
    
    214.7
    
    
    
    157.0
    
    
    
    
    
    
    
    427.8Accrued liabilities
    
    
    3.9
    
    
    
    28.9
    
    
    
    107.5
    
    
    
    238.8
    
    
    
    138.9
    
    
    
    
    
    
    
    518.0Current discontinued
operations liability
    
    
    
    
    
    
    196.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    196.3Current maturities of
long-term debt
    
    
    
    
    
    
    11.0
    
    
    
    
    
    
    
    
    
    
    
    0.4
    
    
    
    
    
    
    
    11.4Total current
liabilities
    
    
    38.0
    
    
    
    250.2
    
    
    
    115.5
    
    
    
    453.5
    
    
    
    303.9
    
    
    
    
    
    
    
    1,161.1Long-term debt
    
    
    
    
    
    
    670.0
    
    
    
    323.7
    
    
    
    8.0
    
    
    
    1.2
    
    
    
    
    
    
    
    1,002.9Intercompany
accounts payables
    
    
    
    
    
    
    
    
    
    
    3,096.1
    
    
    
    
    
    
    
    
    
    
    
    (3,096.1
    )
    
    
    Intercompany notes
payable
    
    
    326.0
    
    
    
    258.7
    
    
    
    1,652.8
    
    
    
    1,708.0
    
    
    
    457.2
    
    
    
    (4,402.7
    )
    
    
    Long-term discontinued
operations liability
    
    
    
    
    
    
    330.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    330.0Other long-term
liabilities
    
    
    
    
    
    
    131.4
    
    
    
    191.2
    
    
    
    77.0
    
    
    
    116.3
    
    
    
    
    
    
    
    515.9Total liabilities
    
    
    364.0
    
    
    
    1,640.3
    
    
    
    5,379.3
    
    
    
    2,246.5
    
    
    
    878.6
    
    
    
    (7,498.8
    )
    
    
    3,009.9Class A common stock
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    0.9Class B common stock
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.5
    )
    
    
    Subsidiary common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    272.9
    
    
    
    (272.9
    )
    
    
    Capital in excess of
par value
    
    
    3,232.7
    
    
    
    
    
    
    
    29.4
    
    
    
    1,388.6
    
    
    
    5,082.3
    
    
    
    (9,349.8
    )
    
    
    383.2Retained earnings
    
    
    31.5
    
    
    
    162.4
    
    
    
    1,892.3
    
    
    
    832.5
    
    
    
    1,733.2
    
    
    
    (2,654.5
    )
    
    
    1,997.4Accumulated other nonowner changes in equity
    
    
    (44.1
    )
    
    
    (115.0
    )
    
    
    (186.7
    )
    
    
    (25.2
    )
    
    
    (179.8
    )
    
    
    374.5
    
    
    
    (176.3
    )Total shareholders equity
    
    
    3,221.6
    
    
    
    47.4
    
    
    
    1,735.0
    
    
    
    2,195.9
    
    
    
    6,908.6
    
    
    
    (11,903.3
    )
    
    
    2,205.2Total liabilities and
shareholders equity
    
    $
    3,585.6
    
    
    $
    1,687.7
    
    
    $
    7,114.3
    
    
    $
    4,442.4
    
    
    $
    7,787.2
    
    
    $
    (19,402.1
    )
    
    $
    5,215.1
 F-41




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Statements of Cash Flows
Year Ended December 31, 2006
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalNet cash provided by (used
in) operating activities
    
    $
    (20.9
    )
    
    $
    (18.8
    )
    
    $
    (11.7
    )
    
    $
    129.3
    
    
    $
    523.5
    
    
    $
    
    
    
    $
    601.4Cash flows from investing
activities:Capital expenditures
    
    
    
    
    
    
    
    
    
    
    (15.3
    )
    
    
    (37.2
    )
    
    
    (32.8
    )
    
    
    
    
    
    
    (85.3
    )Cash paid for acquired
businesses
    
    
    
    
    
    
    
    
    
    
    (45.0
    )
    
    
    (229.6
    )
    
    
    (5.8
    )
    
    
    
    
    
    
    (280.4
    )Investment in affiliates
    
    
    (12.3
    )
    
    
    
    
    
    
    (36.7
    )
    
    
    
    
    
    
    
    
    
    
    49.0
    
    
    
    Loans to affiliates
    
    
    (192.0
    )
    
    
    
    
    
    
    (44.5
    )
    
    
    
    
    
    
    (539.1
    )
    
    
    775.6
    
    
    
    Repayments of loans from
affiliates
    
    
    146.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    199.3
    
    
    
    (345.5
    )
    
    
    Dividends from affiliates
    
    
    5.0
    
    
    
    5.5
    
    
    
    91.7
    
    
    
    18.1
    
    
    
    7.9
    
    
    
    (128.2
    )
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0
    
    
    
    17.9
    
    
    
    
    
    
    
    18.9Net cash provided by (used
in) investing activities
    
    
    (53.1
    )
    
    
    5.5
    
    
    
    (49.8
    )
    
    
    (247.7
    )
    
    
    (352.6
    )
    
    
    350.9
    
    
    
    (346.8
    )Cash flows from financing
activities:Repayments of debt
    
    
    
    
    
    
    (11.0
    )
    
    
    
    
    
    
    
    
    
    
    (3.8
    )
    
    
    
    
    
    
    (14.8
    )Borrowings from affiliates
    
    
    271.2
    
    
    
    44.4
    
    
    
    458.4
    
    
    
    1.5
    
    
    
    0.1
    
    
    
    (775.6
    )
    
    
    Repayments of loans to
affiliates
    
    
    (47.3
    )
    
    
    
    
    
    
    (251.8
    )
    
    
    (2.4
    )
    
    
    (44.0
    )
    
    
    345.5
    
    
    
    Other intercompany
financing activities
    
    
    13.0
    
    
    
    (20.1
    )
    
    
    83.7
    
    
    
    120.0
    
    
    
    (196.6
    )
    
    
    
    
    
    
    Dividends
    
    
    (137.0
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (137.0
    )Dividends paid to affiliates
    
    
    (98.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29.6
    )
    
    
    128.2
    
    
    
    Subsidiary purchase of
parent shares
    
    
    20.1
    
    
    
    
    
    
    
    (284.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (264.2
    )Issuance of stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49.0
    
    
    
    (49.0
    )
    
    
    Excess tax benefits from
stock options and awards
    
    
    
    
    
    
    
    
    
    
    26.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26.8Employee stock plan
activity and other
    
    
    
    
    
    
    
    
    
    
    89.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89.2Net cash provided by (used
in) financing activities
    
    
    21.4
    
    
    
    13.3
    
    
    
    122.0
    
    
    
    119.1
    
    
    
    (224.9
    )
    
    
    (350.9
    )
    
    
    (300.0
    )Effect of exchange rate
changes on cash and cash
equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16.1
    
    
    
    
    
    
    
    16.1Increase (decrease) in cash
and cash equivalents
    
    
    (52.6
    )
    
    
    
    
    
    
    60.5
    
    
    
    0.7
    
    
    
    (37.9
    )
    
    
    
    
    
    
    (29.3
    )Cash and cash equivalents,
beginning of period
    
    
    64.1
    
    
    
    
    
    
    
    144.4
    
    
    
    (3.5
    )
    
    
    247.8
    
    
    
    
    
    
    
    452.8Cash and cash equivalents,
end of period
    
    $
    11.5
    
    
    $
    
    
    
    $
    204.9
    
    
    $
    (2.8
    )
    
    $
    209.9
    
    
    $
    
    
    
    $
    423.5
 F-42




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Statements of Cash Flows
Year Ended December 31, 2005
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalNet cash provided by (used in)
operating activities
    
    $
    (10.4
    )
    
    $
    (141.6
    )
    
    $
    2.0
    
    
    $
    103.6
    
    
    $
    619.9
    
    
    $
    
    
    
    $
    573.5Cash flows from investing
activities:Capital expenditures
    
    
    
    
    
    
    
    
    
    
    (14.4
    )
    
    
    (40.7
    )
    
    
    (41.6
    )
    
    
    
    
    
    
    (96.7
    )Cash paid for acquired businesses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.1
    )
    
    
    
    
    
    
    (7.1
    )Investment in affiliates
    
    
    (11.1
    )
    
    
    (225.0
    )
    
    
    (49.2
    )
    
    
    (3.4
    )
    
    
    
    
    
    
    288.7
    
    
    
    Sale of investment in affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130.9
    
    
    
    (130.9
    )
    
    
    Loans to affiliates
    
    
    (46.0
    )
    
    
    (23.5
    )
    
    
    (646.7
    )
    
    
    (0.7
    )
    
    
    (238.3
    )
    
    
    955.2
    
    
    
    Repayments of loans from affiliates
    
    
    27.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46.2
    
    
    
    (73.9
    )
    
    
    Dividends from affiliates
    
    
    10.0
    
    
    
    0.9
    
    
    
    98.4
    
    
    
    52.8
    
    
    
    5.1
    
    
    
    (167.2
    )
    
    
    Other
    
    
    
    
    
    
    1.5
    
    
    
    
    
    
    
    0.6
    
    
    
    11.5
    
    
    
    
    
    
    
    13.6Net cash provided by (used in)
investing activities
    
    
    (19.4
    )
    
    
    (246.1
    )
    
    
    (611.9
    )
    
    
    8.6
    
    
    
    (93.3
    )
    
    
    871.9
    
    
    
    (90.2
    )Cash flows from financing
activities:Proceeds from issuances of debt
    
    
    
    
    
    
    
    
    
    
    325.0
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    326.4Repayments of debt
    
    
    
    
    
    
    (229.0
    )
    
    
    
    
    
    
    
    
    
    
    (481.4
    )
    
    
    
    
    
    
    (710.4
    )Borrowings from affiliates
    
    
    235.8
    
    
    
    258.7
    
    
    
    
    
    
    
    5.9
    
    
    
    454.8
    
    
    
    (955.2
    )
    
    
    Repayments of loans to affiliates
    
    
    (46.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27.7
    )
    
    
    73.9
    
    
    
    Other intercompany financing
activities
    
    
    (11.7
    )
    
    
    358.0
    
    
    
    227.6
    
    
    
    (100.6
    )
    
    
    (473.3
    )
    
    
    
    
    
    
    Dividends
    
    
    (138.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (138.1
    )Dividends paid to affiliates
    
    
    (70.2
    )
    
    
    
    
    
    
    
    
    
    
    (22.2
    )
    
    
    (74.8
    )
    
    
    167.2
    
    
    
    Subsidiary purchase of parent
shares
    
    
    12.8
    
    
    
    
    
    
    
    (113.3
    )
    
    
    
    
    
    
    (110.5
    )
    
    
    
    
    
    
    (211.0
    )Issuance of stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157.8
    
    
    
    (157.8
    )
    
    
    Employee stock plan activity and
other
    
    
    
    
    
    
    
    
    
    
    68.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68.9Net cash provided by (used in)
financing activities
    
    
    (17.6
    )
    
    
    387.7
    
    
    
    508.2
    
    
    
    (116.9
    )
    
    
    (553.7
    )
    
    
    (871.9
    )
    
    
    (664.2
    )Effect of exchange rate changes on
cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19.1
    )
    
    
    
    
    
    
    (19.1
    )Decrease in cash and cash
equivalents
    
    
    (47.4
    )
    
    
    
    
    
    
    (101.7
    )
    
    
    (4.7
    )
    
    
    (46.2
    )
    
    
    
    
    
    
    (200.0
    )Cash and cash equivalents,
beginning of period
    
    
    111.5
    
    
    
    
    
    
    
    246.1
    
    
    
    1.2
    
    
    
    294.0
    
    
    
    
    
    
    
    652.8Cash and cash equivalents, end of
period
    
    $
    $64.1
    
    
    $
    
    
    
    $
    144.4
    
    
    $
    (3.5
    )
    
    $
    247.8
    
    
    $
    
    
    
    $
    452.8
 F-43




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Statements of Cash Flows
Year Ended December 31, 2004
 Cooper
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    Ohio
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalNet cash provided by (used in)
operating activities
    
    $
    (7.3
    )
    
    $
    (173.9
    )
    
    $
    45.7
    
    
    $
    609.1
    
    
    $
    
    
    
    $
    473.6Cash flows from investing
activities:Capital expenditures
    
    
    
    
    
    
    (21.4
    )
    
    
    (40.7
    )
    
    
    (40.7
    )
    
    
    
    
    
    
    (102.8
    )Cash paid for acquired business
    
    
    
    
    
    
    
    
    
    
    (10.1
    )
    
    
    (38.5
    )
    
    
    
    
    
    
    (48.6
    )Intercompany sale (purchase) of
investment in parent
    
    
    
    
    
    
    (182.1
    )
    
    
    
    
    
    
    182.1
    
    
    
    
    
    
    
    Intercompany sale (purchase) of
investment in subsidiaries
    
    
    
    
    
    
    109.5
    
    
    
    
    
    
    
    (109.5
    )
    
    
    
    
    
    
    Investments in affiliates
    
    
    (9.0
    )
    
    
    (80.3
    )
    
    
    
    
    
    
    
    
    
    
    89.3
    
    
    
    Loans to affiliates
    
    
    (60.5
    )
    
    
    (23.6
    )
    
    
    
    
    
    
    (154.0
    )
    
    
    238.1
    
    
    
    Repayments of loans from
affiliates
    
    
    35.1
    
    
    
    23.0
    
    
    
    
    
    
    
    84.5
    
    
    
    (142.6
    )
    
    
    Dividends from subsidiaries
    
    
    134.0
    
    
    
    87.7
    
    
    
    
    
    
    
    
    
    
    
    (221.7
    )
    
    
    Other
    
    
    
    
    
    
    28.3
    
    
    
    10.0
    
    
    
    1.8
    
    
    
    (28.3
    )
    
    
    11.8Net cash provided by (used
in) investing activities.
    
    
    99.6
    
    
    
    (58.9
    )
    
    
    (40.8
    )
    
    
    (74.3
    )
    
    
    (65.2
    )
    
    
    (139.6
    )Cash flows from financing
activities:Proceeds from issuances of debt.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    94.3
    
    
    
    
    
    
    
    94.3Repayments of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4.7
    )
    
    
    
    
    
    
    (4.7
    )Borrowings from affiliates
    
    
    176.1
    
    
    
    
    
    
    
    8.5
    
    
    
    53.5
    
    
    
    (238.1
    )
    
    
    Repayments of loans from
affiliates
    
    
    (132.1
    )
    
    
    
    
    
    
    (0.8
    )
    
    
    (9.7
    )
    
    
    142.6
    
    
    
    Other intercompany financing
activities
    
    
    9.8
    
    
    
    253.6
    
    
    
    (11.5
    )
    
    
    (251.9
    )
    
    
    
    
    
    
    Dividends
    
    
    (131.0
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (131.0
    )Dividends paid to parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (221.7
    )
    
    
    221.7
    
    
    
    Subsidiary purchase of parent
shares
    
    
    
    
    
    
    (110.3
    )
    
    
    
    
    
    
    (92.6
    )
    
    
    
    
    
    
    (202.9
    )Issuance of stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89.3
    
    
    
    (89.3
    )
    
    
    Employee stock plan activity
and other
    
    
    
    
    
    
    78.4
    
    
    
    
    
    
    
    (28.3
    )
    
    
    28.3
    
    
    
    78.4Net cash provided by (used
in) financing activities
    
    
    (77.2
    )
    
    
    221.7
    
    
    
    (3.8
    )
    
    
    (371.8
    )
    
    
    65.2
    
    
    
    (165.9
    )Effect of exchange rate changes
on cash and cash equivalents.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21.0
    
    
    
    
    
    
    
    21.0Increase (decrease) in cash and
cash equivalents
    
    
    15.1
    
    
    
    (11.1
    )
    
    
    1.1
    
    
    
    184.0
    
    
    
    
    
    
    
    189.1Cash and cash equivalents,
beginning of year
    
    
    96.4
    
    
    
    257.2
    
    
    
    0.1
    
    
    
    110.0
    
    
    
    
    
    
    
    463.7Cash and cash equivalents, end
of year
    
    $
    111.5
    
    
    $
    246.1
    
    
    $
    1.2
    
    
    $
    294.0
    
    
    $
    
    
    
    $
    652.8
 F-44




---



##### Table of Contents



INDEX TO EXHIBITS
 2.0
    
    Agreement and Plan of Merger among Cooper Industries, Inc., Cooper
Mergerco, Inc. and Cooper Industries, Ltd. (incorporated herein by reference to
Annex I to Coopers Registration Statement on Form S-4, Registration No. 333-62740).3.1
    
    Memorandum of Association of Cooper Industries, Ltd. (incorporated herein
by reference to Annex II to Coopers Registration Statement on Form S-4,
Registration No. 333-62740).3.2
    
    Amended and Restated Bye-Laws of Cooper Industries, Ltd. (incorporated
herein by reference to Annex III to Coopers Registration Statement on Form S-4,
Registration No. 333-62740).4.1
    
    Rights Agreement dated as of May 16, 2002 between Cooper Industries, Ltd.
and EquiServe Trust Company, N.A., as Rights Agent (incorporated herein by reference
to Exhibit 4.4 to Coopers Registration Statement on Form 8-A, Registration No.
001-31330).4.2
    
    Amended and Restated Voting Agreement between Cooper Industries, Ltd.,
Cooper Industries, Inc. and Cooper Bermuda Investments Ltd. (incorporated herein by
reference to Exhibit 4 to Coopers Form 10-Q for the quarter ended March 31, 2004).4.3
    
    Indenture dated as of January 15, 1990, between Cooper Industries, Inc.
and The Chase Manhattan Bank (National Association), as Trustee (incorporated herein
by reference to Exhibit 4(a) to Coopers Registration Statement on Form S-3,
Registration No. 33-33011).4.4
    
    First Supplemental Indenture dated as of May 15, 2002 between Cooper
Industries, Inc. and JPMorgan Chase Bank, N.A., as successor Trustee to The Chase
Manhattan Bank (National Association) (incorporated herein by reference to Exhibit
4.3 to Coopers Form 10-Q for the quarter ended June 30, 2002).4.5
    
    Second Supplemental Indenture dated as of June 21, 2002 among Cooper
Industries, Inc., Cooper Industries, Ltd. and JPMorgan Chase Bank, N.A., as Trustee
(incorporated herein by reference to Exhibit 4.4 to Coopers Form 10-Q for the
quarter ended June 30, 2002).4.6
    
    Third Supplemental Indenture dated as of October 28, 2002 among Cooper
Industries, Inc., Cooper Industries, Ltd. and JPMorgan Chase Bank, N.A., as Trustee
(incorporated herein by reference to Exhibit 4.1 to Coopers Form 10-Q for the
quarter ended September 30, 2002).4.7
    
    Fourth Supplemental Indenture dated as of January 1, 2005 among Cooper
Industries, LLC, Cooper Industries, Ltd. and JPMorgan Chase Bank, N.A., as Trustee
(incorporated by reference to Exhibit 4 to Coopers Form 10-Q for the quarter ended
March 31, 2005).4.8
    
    Indenture dated as of November 8, 2005 among Cooper US, Inc., Cooper
Industries, Ltd., Subsidiary Guarantors and JPMorgan Chase Bank, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 to Coopers Form 8-K filed November 9,
2005).4.9
    
    Registration Rights Agreement dated November 8, 2005 among Cooper US,
Inc., Cooper Industries, Ltd., Subsidiary Guarantors, and Banc of America Securities
LLC and Citigroup Global Markets, Inc. as representatives of several initial
purchasers of $325 million aggregate principal amount of debt securities
(incorporated by reference to Exhibit 4.2 to Coopers Form 8-K filed November 9,
2005).10.1
    
    Cooper Industries, Inc. Directors Deferred Compensation Plan (incorporated
by reference to Exhibit 10.2 to Coopers Form 10-K for the year ended December 31,
1997).




---



##### Table of Contents



10.2
    
    Cooper Industries, Inc. Directors Retirement Plan (incorporated by
reference to Exhibit 10.3 to Coopers Form 10-K for the year ended December 31,
1997).10.3
    
    Cooper Industries, Inc. Executive Restricted Stock Incentive Plan
(incorporated by reference to Exhibit 10.4 to Coopers Form 10-K for the year ended
December 31, 1997).10.4
    
    First Amendment to Cooper Industries, Inc. Executive Restricted Stock
Incentive Plan (incorporated by reference to Exhibit 10.4 to Coopers Form 10-K for
the year ended December 31, 2003).10.5
    
    Cooper Industries, Inc. Supplemental Excess Defined Benefit Plan (August 1,
1998 Restatement) (incorporated by reference to Exhibit 10(iii) to Coopers Form 10-Q
for the quarter ended September 30, 1998).10.6
    
    First Amendment to Cooper Industries, Inc. Supplemental Excess Defined
Benefit Plan (August 1, 1998 Restatement) (incorporated by reference to Exhibit 10.6
to Coopers Form 10-K for the year ended December 31, 2003).10.7
    
    Cooper Industries, Inc. Supplemental Excess Defined Contribution Plan
(August 1, 1998 Restatement) (incorporated by reference to Exhibit 10(iv) to Coopers
Form 10-Q for the quarter ended September 30, 1998).10.8
    
    First, Second and Third Amendments to Cooper Industries, Inc. Supplemental
Excess Defined Contribution Plan (August 1, 1998 Restatement) (incorporated by
reference to Exhibit 10.8 to Coopers Form 10-K for the year ended December 31,
2003).10.9
    
    Management Incentive Compensation Deferral Plan (incorporated by reference
to Exhibit 10.7 to Coopers Form 10-K for the year ended December 31, 1997).10.10
    
    Third and Fourth Amendments to Management Incentive Compensation Deferral
Plan (incorporated by reference to Exhibit 10.10 to Coopers Form 10-K for the year
ended December 31, 2003).10.11
    
    Crouse-Hinds Company Officers Disability and Supplemental Pension Plan
(September 10, 1999 Restatement, as amended) (incorporated by reference to Exhibit
10.11 to Coopers Form 10-K for the year ended December 31, 2003).10.12
    
    Cooper Industries Amended and Restated Stock Incentive Plan (February 9,
2005 Restatement) (incorporated herein by reference to Exhibit 10.4 to Coopers Form
10-Q for the quarter ended March 31, 2005).10.13
    
    First Amendment to Cooper Industries Amended and Restated Stock Incentive
Plan.10.14
    
    Form of Incentive Stock Option Agreement for Cooper Industries, Inc. Stock
Incentive Plan (incorporated by reference to Exhibit 10.14 to Coopers Form 10-K for
the year ended December 31, 2003).10.15
    
    Form of Nonqualified Stock Option Agreement for Cooper Industries, Inc.
Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to Coopers Form
10-K for the year ended December 31, 2003).10.16
    
    Form of Cooper Industries, Inc. Executive Stock Incentive Agreement for
the performance period January 1, 2004 to December 31, 2006 (incorporated by
reference to Exhibit 10 to Coopers Form 10-Q for the quarter ended March 31, 2004).




---



##### Table of Contents



10.17
    
    Form of Cooper US, Inc. Executive Stock Incentive Agreement for the
performance period January 1, 2005 to December 31, 2007 (incorporated by reference to
Exhibit 10.3 to Coopers Form 10-Q for the period ended March 31, 2005).10.18
    
    Form of Cooper US, Inc. Executive Stock Incentive Agreement for the
performance period January 1, 2006 to December 31, 2008 (incorporated by reference to
Exhibit 10.1 to Coopers Form 10-Q for the period ended March 31, 2006).10.19
    
    Cooper Industries Amended and Restated Management Annual Incentive Plan
(February 13, 2006 Restatement) (incorporated herein by reference to Appendix C to
Coopers Proxy Statement for the Annual Meeting of Shareholders held on April 25,
2006).10.20
    
    First Amendment to Cooper Industries Amended and Restated Management
Annual Incentive Plan (February 13, 2006 Restatement).10.21
    
    Amended and Restated Cooper Industries, Ltd. Directors Stock Plan
(February 14, 2006 Restatement) (incorporated herein by reference to Appendix D to
Coopers Proxy Statement for the Annual Meeting of Shareholders held on April 25,
2006).10.22
    
    Form of Directors Nonqualified Stock Option Agreement for Directors
Stock Plan (incorporated herein by reference to Exhibit 10.18 to Coopers Form 10-K
for the year ended December 31, 1997).10.23
    
    Cooper Industries, Ltd. Amended and Restated Directors Retainer Fee Stock
Plan (April 1, 2003 Restatement) (incorporated by reference to Exhibit 10.21 to
Coopers Form 10-K for the year ended December 31, 2003).10.24
    
    Form of Management Continuity Agreement between Cooper Industries, Ltd.
and key management personnel, which applies if there is a Change in Control of Cooper
(incorporated herein by reference to Exhibit 10.5 to Coopers Form 10-Q for the
quarter ended March 31, 2005).10.25
    
    Form of Indemnification Agreement between Cooper Industries, Ltd. and key
management personnel (incorporated by reference to Exhibit 10.23 to Coopers Form
10-K for the year ended December 31, 2003).10.26
    
    Purchase and Sale Agreement between Cooper Industries, Inc. and
Federal-Mogul Corporation dated August 17, 1998 (incorporated herein by reference to
Exhibit 10(i) of Coopers Form 10-Q for the quarter ended September 30, 1998).10.27
    
    Term Sheet Pneumo Abex Settlement Plan A and Plan B dated as of July 6,
2006 among Cooper Industries, Ltd.; Cooper Industries, LLC; Federal-Mogul
Corporation; Federal-Mogul Products, Inc.; the Future Claimants Representative for
Federal-Mogul Corporation and Federal-Mogul Products, Inc.; the Official Committee of
Asbestos Claimants for Federal-Mogul Corporation and Federal-Mogul Products, Inc.;
Pneumo Abex LLC; and PCT International Holdings, Inc. (incorporated by reference to
Exhibit 99.1 to Coopers Form 8-K dated July 20, 2006).10.28
    
    Plan B Settlement Agreement dated as of September 18, 2006 among Cooper
Industries, Ltd.; Cooper Industries, LLC; Federal-Mogul Corporation; Federal-Mogul
Products, Inc.; the Future Claimants Representative for Federal-Mogul Corporation and
Federal-Mogul Products, Inc.; the Official Committee of Asbestos Claimants for
Federal-Mogul Corporation and Federal-Mogul Products, Inc.; Pneumo Abex LLC; and
PCT International Holdings, Inc.




---



##### Table of Contents



10.29
    
    Cooper (UK 2002) Employee Share Purchase Plan (incorporated by reference
to Exhibit 10.25 to Coopers Form 10-K for the year ended December 31, 2003).10.30
    
    Five-Year Credit Agreement dated November 3, 2004 among Cooper Industries,
Ltd., Cooper US, Inc. and the banks named therein (incorporated by reference to
Exhibit 10.25 of Coopers Form 10-K for the year ended December 31, 2004).10.31
    
    Form of Executive Employment Agreement for employees who received stock
option and performance share awards on February 13, 2006 (incorporated by reference
to Exhibit 10.1 to Coopers Form 8-K dated March 17, 2006).10.32
    
    Separation and Transition Agreement dated September 1, 2006 between Cooper
Industries, Ltd. and David R. Sheil (incorporated by reference to Exhibit 10.2 to
Coopers Form 10-Q for the quarter ended September 30, 2006).10.33
    
    Separation and Transition Agreement dated January 16, 2007 between Cooper
Industries, Ltd. and Paul M. Isabella.12.0
    
    Computation of Ratios of Earnings to Fixed Charges for the Calendar years
2002 through 2006.21.0
    
    List of Cooper Industries, Ltd. Subsidiaries.23.1
    
    Consent of Ernst & Young LLP.23.2
    
    Consent of Bates White, LLC.24.0
    
    Powers of Attorney from members of the Board of Directors of Cooper Industries, Ltd.31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.