##### 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 1934
 For
the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the
transition period from       to
 Commission file number 1-31330
 Cooper Industries, Ltd.
  Bermuda
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    98-0355628
(I.R.S. Employer
Identification Number)600 Travis, Suite 5600, 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 
Rights to Purchase Preferred Shares
    
    The New York Stock Exchange
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
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  Number of registrants common shares outstanding as of January 31, 2009  167,108,698 publicly
traded Class A common shares, 37,258,569 Class A common shares held by the issuers subsidiaries,
and 109,620,258 Class B common shares held by the issuers subsidiaries.
 DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PagePart IItem 1: Business
    
    
    2Item 1A: Risk Factors
    
    
    7Item 1B: Unresolved Staff Comments
    
    
    10Item 2: Properties
    
    
    10Item 3: Legal Proceedings
    
    
    12Item 4: Submission of Matters to a Vote of Security Holders
    
    
    16Part IIItem 5: Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    16Item 6: Selected Financial Data
    
    
    18Item 7: Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    19Item 7A: Quantitative and Qualitative Disclosures about Market Risk
    
    
    37Item 8: Financial Statements and Supplementary Data
    
    
    37Item 9: Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
    
    
    37Item 9A: Controls and Procedures
    
    
    37Item 9B: Other Information
    
    
    37Part IIIItem 10: Director, Executive Officers and Corporate Governance
    
    
    37Item 11: Executive Compensation
    
    
    37Item 12: Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    38Item 13: Certain Relationships and Related Transactions
    
    
    38Item 14: Principal Accountant Fees and Services
    
    
    38Part IVItem 15: Exhibits and Financial Statement Schedules
    
    
    38EX-10.1EX-10.7EX-10.8EX-10.9EX-10.12EX-10.13EX-10.19EX-10.20EX-10.22EX-10.23EX-12EX-21EX-23EX-24EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I
 www.cooperindustries.com
 FORWARD-LOOKING STATEMENTS
   Part I  Item 1A.  Risk Factors.
  
 ITEM 1. BUSINESS
 GENERAL
   2




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3




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Electrical Products
    Tools
    4




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COOPER INDUSTRIES, LTD.
PRODUCTS, MARKETS AND DISTRIBUTION METHODS BY SEGMENT
 Electrical Products Major Products and Brands
 Access Cabinets, E2 Cabinetsand Enviroshieldelectrical enclosures.
    
    Kwik Wirecable support systems.Arktiteand eXLinkplugs and receptacles.
    
    Kyledistribution switchgear.Ametrix, Coreliteand Neo-Rayindirect lighting products.
    
    Limitronelectric fuses.ARIESwireless communication for vacuum-interrupter, distribution switchgear.
    
    Low-Peakelectric fuses.Arrow Hartindustrial plugs and connectors.
    
    Lumièrespecification grade landscape lighting.Aspire and Sienadecorative wiring devices.
    
    MadahComWAVES notification solutions.Aspire RFradio frequency controls, switches and receptacles.
    
    Magnumterminal strips and disconnect blocks.AtLitecommercial, exit and emergency lighting.
    
    MagneXinterrupting device.B-Linesupport systems, enclosures, fasteners.
    
    McGraw-Edisonand Lumarkindoor and outdoor lighting.Burtonundersea connectors.
    
    McGraw-Edisontransformer components, cable accessories and fuses.Bussmannand Busselectrical and electronic fuses.
    
    MEDCsignals and alarms.Cam-Lokelectrical connectors.
    
    Media Syncmulti-media wiring systemsCannon Technologies, Cybectecand Cymesoftware and automation technologies.
    
    Metaluxfluorescent lighting.Capricable accessories and flexible conduits.
    
    Mobile X-Rayspecialty plugs and receptacles.CEAGemergency lighting systems and explosion protected electrical materials.
    
    Mini-Linemolded-to-cable miniature connectors.Cent-R-Railand Redi-Railmetal rack units and cable trays.
    
    MTLintrinsically safe interfacing products and instrumentation.Champand Hazard-GardHID and fluorescent lighting.
    
    MTL Surge Technologiesand Atlantic Scientificsurge protection equipment.Chicoconduit sealing compound.
    
    MWSmodular wiring systems.ClarityLED architectural lighting fixtures.
    
    Myerselectrical hubs.Coiltronicsinductors and transformers.
    
    Nortemelectrical construction materials.Combined Technologiescurrent-limiting fuses.
    
    NOVAreclosers, sectionalizers and switches.Conduletfittings and outlet bodies.
    
    Novitasoccupancy sensors and switch packs.Cooper Fire, Fulleonand Nugelecfire detection systems.
    
    Omnexradio remote control products and industrial wireless networking solutions.Cooper Interconnectspecialty connectors and cables.
    
    Optimafuseholders.Cooper Power Systemsdistribution transformers, power capacitors, voltage
    
    PCIdigital lighting controls.regulators, surge arresters and SCADA master stations.
    
    Perf-O Gripplank metal grating.Cooper Wiring Devicessockets, connectors and wall plates.
    
    Polaronintelligent lighting control solutions.Cromptonlighting fixtures.
    
    Portfolioarchitectural recessed lighting.Crouse-Hindsand CEAGelectrical construction materials andCrouse-Hindsaviation lighting products.
    
    Posi-Breakelectrical connectors.Posi-Lokelectrical panel units.CUBEFusefuses, fuse holders and fuse boxes.
    
    Power-Lockwiring devices, receptacles, caps and covers.Domexelectrical construction materials.
    
    PowerPluspanel boards.Domex Bond Rojocoated conduit system (total protection against corrosion).
    
    PowerStorcarbon aerogel supercapacitors.Domex Ground(ground systems).
    
    Pretronicaand Univelemergency lighting and power systems.Dura-Cooperand Dura-Greenepoxy coatings.
    
    RCM+cable management systems.Edisolfluid used in capacitors.
    
    Regalsafesignaling and life saving apparatus.Edisonand Edison Prorelays and fusegear.
    
    Regentsecurity lighting systems.Edison Series Meteringresidential and commercial meter bases.
    
    Roam Securepersonal and regional alerting.EletromecDIN style fuses.
    
    Roam SecureRSAN text-based alerting and mass notification systems.ELLK 92explosion protected fluorescent light fixture.
    
    Royerwiring devices, sockets and switches.Elproindustrial wireless equipment.
    
    RTKprocess alarm equipment.Emeraldconsumer recessed and track lighting.
    
    Ruff-inprefabricated mounting and support systems.EMSApower transformers.
    
    SAFEPATHvoice evacuation systems and accessories.EnviroVRvoltage regulator filled with Envirotemp FR3.
    
    Scantronicand Menviersecurity systems.Envirotempdielectric fluids.
    
    Selectcom®communications modules.EX®power capacitors.
    
    Shaperspecification and commercial grade lighting fixtures.EX-Celland NexTindustrial enclosures.
    
    Shock Sentrycircuit protective devices.Exactrapanel boards.
    
    SMPsubstation modernization platform.Fail-Safehigh abuse, clean room and vandal-resistant lighting fixtures.
    
    SpecOnepanel boards.F.A.S.T.underfloor cable tray system.
    
    Spectrapanel boards.Flex Stationpanel boards.
    
    Stabexexplosion protected torch.Flextraywire mesh cable tray.
    
    Streetworksoutdoor lighting.FR3dielectric fluid.
    
    Subgate®mini remote terminal units.Fusetronelectric fuses and protectors.
    
    Sure-Litesexit and emergency lighting.G&Hspecialty connectors.
    
    Sure PowerDC electrical system management products.Gecmavisualization systems.
    
    SurgBlocelectrical voltage receptacles and surge suppressors.General Connectorsmilitary connectors.
    
    Traction Treadperforated panels.Grate-Lockinterlocking plank grating system.
    
    TransXtransient voltage protection devices.GridAdvisorremote detection of system faults.
    
    TrueCycle®asset monitoring.Grip Strutsafety grating.
    
    UltraSILsurge arresters.GS Metalswire management and support systems.
    
    VaporGardincandescent clear globe lighting fixtures.Halorecessed and track lighting fixtures.
    
    VariGapand VariStarsurge arresters.Hi-Techgas analysis equipment.
    
    Vikingminiature circular connectors.Hart-Lockelectrical receptacles, caps, connectors and accessories.
    
    VSSvisual substation.Hyundaiexplosion-proof electrical products.
    
    WAVESmass notification systems and accessories.INVUEoutdoor architectural lighting.
    
    Wheelocknotification appliances, devices and signals.io LightingLED architectural lighting fixtures.
    
    Willsher & Quickelectrical enclosures.IriSlighting systems.
    
    WPIconnectors and cable assemblies.JSB, Luminoxand Menvieremergency lighting and fire detection systems.
    
    Yukon®software platform.Karp, Edison, Mercuryand B&Selectrical fuses.
 Tools  Major
Products and Brands
 Airetool, Automated Systems, Cleco, DGD, Dotco,Gardner-Denver*,and
Rotor Toolindustrial power tools and assembly equipment.
    
    Kahneticsdispensing systems.Lufkinmeasuring tapes.Apexscrewdriver bits, impact sockets and universal joints.
    
    Master Powerindustrial air tools.Belzerpliers, wrenches, sockets, and hex keys.
    
    Merrillplate clamps (chain line).Brewer-Titchenerblocks (chain line).
    
    Metronixservos and drive controls.Campbellchain products.
    
    Nicholsonfiles, saws, pliers, wrenches,Caulkmastercaulking dispenser.
    
    tapes, screwdrivers, sockets, and drill bits.Collinsmachetes, shovels and axes.
    
    Plumbhammers.Crescentpliers and wrenches.
    
    Uticatorque measuring and controls.Diamondfarrier tools and horseshoes.
    
    Wellersoldering equipment.Disstonpliers.
    
    Wire-Wrapsolderless connection equipment.Eremprecision cutters and tweezers.
    
    Wissand H.K. Portercutting products.Filtronicfume extraction equipment.
    
    Xcelitescrewdrivers and nutdrivers.
 
 *
    
    Gardner-Denver is a registered trademark of Gardner Denver, Inc. and is used by Cooper
Industries under license. 5




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COOPER INDUSTRIES, LTD.
PRODUCTS, MARKETS AND DISTRIBUTION METHODS BY SEGMENT   (Continued)
 ELECTRICAL PRODUCTS
 Major Markets
  Principal Distribution Methods
  TOOLS
 Major Markets
  Principal Distribution Methods
  6




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ITEM 1A. RISK FACTORS
  Our Businesses Are Subject to Competitive Pressures.
  Demand for Our Products Is Sensitive to the Economic Conditions in the Markets We Serve.
  Development and Introduction of New Products and Solutions Affect our Ability to Grow Revenues and
Improve Profitability.
  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.
  7




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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.
  We Have Liability Exposure for Asbestos-Related Claims.
   8




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We Are Subject To Litigation and Environmental Regulations That Could Adversely Impact Our
Operating Results.
    We Could Incur a Material Amount of Taxes if There Are Unfavorable Changes in the Tax Laws or Their
Interpretation. We Have Risks Relating to Our Reorganization as a Bermuda Company.
   9




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Inability to Maintain Access to Capital Markets May Adversely Affect Our Business and Financial
Results.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  10




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Square Footage ofPlants and FacilitiesNumber of
    
    Number and Nature of Facilities
    
    (in millions)Segment
    
    Employees
    
    Manufacturing
    
    Warehouse
    
    Sales
    
    Other
    
    Owned
    
    LeasedElectrical Products
    
    
    25,959
    
    
    
    111
    
    
    
    26
    
    
    
    99
    
    
    
    4
    
    
    
    12.1
    
    
    
    5.0Tools
    
    
    4,594
    
    
    
    28
    
    
    
    5
    
    
    
    6
    
    
    
    
    
    
    
    4.3
    
    
    
    0.3Other
    
    
    649
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    0.1Total
    
    
    31,202
    
    
    
    139
    
    
    
    31
    
    
    
    105
    
    
    
    6
    
    
    
    16.4
    
    
    
    5.4
 
 *
    
    Multi-purpose facilities at a single location are listed in each applicable column. Manufacturing Plant Locations
 EuropeUnited
    
    (Other
    
    United
    
    
    
    
    
    South
    
    
    
    
    
    
    
    
    
    
    
    
    
    Republic
    
    
    
    
    
    
    
    
    
    
    
    
    
    SaudiSegment
    
    States
    
    Than UK)
    
    Kingdom
    
    Mexico
    
    America
    
    Australia
    
    Canada
    
    China
    
    of China
    
    India
    
    Korea
    
    Malaysia
    
    ArabiaElectrical
Products
    
    
    48
    
    
    
    11
    
    
    
    18
    
    
    
    10
    
    
    
    2
    
    
    
    2
    
    
    
    3
    
    
    
    9
    
    
    
    1
    
    
    
    4
    
    
    
    1
    
    
    
    1
    
    
    
    1Tools
    
    
    12
    
    
    
    8
    
    
    
    
    
    
    
    3
    
    
    
    2
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    60
    
    
    
    19
    
    
    
    18
    
    
    
    13
    
    
    
    4
    
    
    
    3
    
    
    
    4
    
    
    
    10
    
    
    
    1
    
    
    
    4
    
    
    
    1
    
    
    
    1
    
    
    
    1
 
 *
    
    Some facilities are shared by Electrical Products and Tools operations. 11




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ITEM 3. LEGAL PROCEEDINGS
  Discontinued Operations Liability
  2005  2007
    12




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2008
   Nine Months Ended
    
    
    Twelve Months EndedSeptember 30,
    
    
    December 31,2008
    
    
    2007
    
    
    2006(in millions)
    
    
    (in millions)Accrual at beginning of period
(under Plan A)
    
    $
    509.1
    
    
    $
    529.6
    
    
    $
    526.3Indemnity and defense payments
    
    
    (16.9
    )
    
    
    (52.9
    )
    
    
    (36.8
    )Insurance recoveries
    
    
    25.4
    
    
    
    39.3
    
    
    
    12.7Discontinued operations charge
    
    
    
    
    
    
    
    
    
    
    31.7Other
    
    
    (1.6
    )
    
    
    (6.9
    )
    
    
    (4.3
    )Accrual at end of period (under Plan A) *
    
    $
    516.0
    
    
    $
    509.1
    
    
    $
    529.6
 
 *
    
    The $516.0 million liability reflects the estimated liability under Plan A
immediately prior to adjusting the accounting on September 30, 2008 to reflect the Plan
B Settlement. 13




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December
    
    
    September31, 2008
    
    
    30, 2008(in millions)Asbestos liability analysis:Total liability for unpaid, pending and future indemnity and
defense costs at end of period
    
    $
    815.1
    
    
    $
    823.3Asbestos receivable analysisReceivable from Federal-Mogul Bankruptcy estate (received in Oct.
2008)
    
    $
    
    
    
    $
    141.0Insurance receivable for previously paid claims and insurance
settlements
    
    
    74.6
    
    
    
    72.7Insurance-in-place agreements available for pending and future claims
    
    
    117.7
    
    
    
    119.6Total estimated asbestos receivable at end of period
    
    $
    192.3
    
    
    $
    333.3
 Three Months EndedDecember 31, 2008(in millions)Cash Flow:Indemnity and defense payments
    
    $
    (7.9
    )Payment from Federal-Mogul Bankrupty Estate
    
    
    141.0Other
    
    
    (0.3
    )Net cash flow
    
    $
    132.8
 Asbestos Liability Estimate
     14




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Asbestos Receivable Estimate
   Critical Accounting Assumptions
   Other Matters
  15




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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
    
    42008
    
    High
    
    $
    53.25
    
    
    $
    47.55
    
    
    $
    49.64
    
    
    $
    40.27Low
    
    
    35.37
    
    
    
    39.40
    
    
    
    36.96
    
    
    
    19.322007
    
    High
    
    $
    48.12
    
    
    $
    58.20
    
    
    $
    59.05
    
    
    $
    57.25Low
    
    
    40.00
    
    
    
    45.03
    
    
    
    47.00
    
    
    
    47.07
  16




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Purchases of Equity Securities
 Total Number of Shares
    
    
    Maximum Number ofTotal Number of
    
    
    
    
    
    
    Purchased as Part of
    
    
    Shares that May Yet BeShares
    
    
    Average Price
    
    
    Publicly Announced Plans
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    Paid per Share
    
    
    or Programs
    
    
    Plans or Programs(1)As of 9/30/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,683,54910/01/08  10/31/08
    
    
    3,552,400
    
    
    $
    24.75
    
    
    
    3,552,400
    
    
    
    6,131,14911/01/08  11/30/08
    
    
    1,418,678
    
    
    $
    23.36
    
    
    
    1,418,678
    
    
    
    4,712,47112/01/08  12/31/08
    
    
    1,683,036
    
    
    $
    33.65
    
    
    
    1,683,036
    
    
    
    3,029,435
    (2)Total
    
    
    6,654,114
    
    
    $
    28.85
    
    
    
    6,654,114
 
 (1)
    
    On February 12, 2008, Coopers Board of Directors authorized the repurchase
of ten million shares of common stock, which is reflected in the above table. On
February 9, 2009, Coopers Board of Directors increased the share repurchase
authorization by ten million shares, which is not reflected in the above table.
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. Cooper may continue to repurchase shares under these
authorizations from time to time during 2009. The decision whether to do so will be
dependent on the favorability of market conditions, as well as potential cash
requirements for acquisitions and debt repayments.(2)
    
    For 2009, Coopers current estimate is that one million shares will be
issued under equity compensation plans, which is not reflected in the above table.    17




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ITEM 6. SELECTED FINANCIAL DATA
  Years Ending December 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(in millions, except per share data)INCOME STATEMENT DATA:Revenues
    
    $
    6,521.3
    
    
    $
    5,903.1
    
    
    $
    5,184.6
    
    
    $
    4,730.4
    
    
    $
    4,462.9Income from continuing operations
    
    $
    615.6
    
    
    $
    692.3
    
    
    $
    484.3
    
    
    $
    391.1
    
    
    $
    339.8Income (charge) from discontinued
operations, net of taxes
    
    
    16.6
    
    
    
    
    
    
    
    (20.3
    )
    
    
    (227.2
    )
    
    
    Net income
    
    $
    632.2
    
    
    $
    692.3
    
    
    $
    464.0
    
    
    $
    163.9
    
    
    $
    339.8INCOME PER COMMON SHARE DATA:Basic -Income from continuing operations
    
    $
    3.54
    
    
    $
    3.80
    
    
    $
    2.64
    
    
    $
    2.12
    
    
    $
    1.84Income (charge) from discontinued
operations
    
    
    .10
    
    
    
    
    
    
    
    (.11
    )
    
    
    (1.23
    )
    
    
    Net income
    
    $
    3.64
    
    
    $
    3.80
    
    
    $
    2.53
    
    
    $
    .89
    
    
    $
    1.84Diluted -Income from continuing operations
    
    $
    3.51
    
    
    $
    3.73
    
    
    $
    2.58
    
    
    $
    2.06
    
    
    $
    1.79Income (charge) from discontinued
operations
    
    
    .09
    
    
    
    
    
    
    
    (.11
    )
    
    
    (1.19
    )
    
    
    Net income
    
    $
    3.60
    
    
    $
    3.73
    
    
    $
    2.47
    
    
    $
    .87
    
    
    $
    1.79BALANCE SHEET DATA (at December 31):Total assets
    
    $
    6,164.9
    
    
    $
    6,133.5
    
    
    $
    5,374.8
    
    
    $
    5,215.1
    
    
    $
    5,407.8Long-term debt, excluding current maturities
    
    
    932.5
    
    
    
    909.9
    
    
    
    702.8
    
    
    
    1,002.9
    
    
    
    698.6Shareholders equity
    
    
    2,607.4
    
    
    
    2,841.9
    
    
    
    2,475.3
    
    
    
    2,205.2
    
    
    
    2,286.5CASH DIVIDENDS DECLARED PER
COMMON SHARE
    
    $
    1.00
    
    
    $
    .84
    
    
    $
    .74
    
    
    $
    .74
    
    
    $
    .70
  18




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Critical Accounting Policies
       19




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20




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Goodwill and Other Intangible Assets
  21




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Asbestos Liability Estimate
     Asbestos Receivable Estimate
    22




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Results of Operations
 Revenues
 Year Ended December 31,2008
    
    
    2007
    
    
    2006(in millions)Electrical Products
    
    $
    5,755.7
    
    
    $
    5,108.4
    
    
    $
    4,426.0Tools
    
    
    765.6
    
    
    
    794.7
    
    
    
    758.6Total Revenues
    
    $
    6,521.3
    
    
    $
    5,903.1
    
    
    $
    5,184.6
  2008 vs. 2007 Revenues
   2007 vs. 2006 Revenues
  23




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##### Table of Contents



Operating Results
 Year Ended December 31,2008
    
    
    2007
    
    
    2006(in millions, except per share data)Electrical Products
    
    $
    930.3
    
    
    $
    848.2
    
    
    $
    703.2Tools
    
    
    81.1
    
    
    
    94.0
    
    
    
    85.6Restructuring and asset impairment charges
    
    
    (52.4
    )
    
    
    
    
    
    
    Total segment operating earnings
    
    
    959.0
    
    
    
    942.2
    
    
    
    788.8General corporate expense
    
    
    81.4
    
    
    
    98.1
    
    
    
    94.7Operating earnings
    
    
    877.6
    
    
    
    844.1
    
    
    
    694.1Income from Belden agreement
    
    
    
    
    
    
    33.1
    
    
    
    5.1Interest expense, net
    
    
    70.4
    
    
    
    51.0
    
    
    
    51.5Income from continuing operations before income taxes
    
    
    807.2
    
    
    
    826.2
    
    
    
    647.7Income tax expense
    
    
    191.6
    
    
    
    133.9
    
    
    
    163.4Income from continuing operations
    
    
    615.6
    
    
    
    692.3
    
    
    
    484.3Income (charge) from discontinued operations
    
    
    16.6
    
    
    
    
    
    
    
    (20.3
    )Net income
    
    $
    632.2
    
    
    $
    692.3
    
    
    $
    464.0Diluted earnings per share:Income from continuing operations
    
    $
    3.51
    
    
    $
    3.73
    
    
    $
    2.58Income (charge) from discontinued operations
    
    
    .09
    
    
    
    
    
    
    
    (.11
    )Net income
    
    $
    3.60
    
    
    $
    3.73
    
    
    $
    2.47
  2008 vs. 2007 Segment Operating Earnings
   24




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##### Table of Contents



2007 vs. 2006 Segment Operating Earnings
   Restructuring and Asset Impairment Charges
    General Corporate Expense
  25




---



##### Table of Contents



Income from Belden Agreement
 Interest Expense, Net
  Income Tax Expense
  Income (Charge) Related to Discontinued Operations
 26




---



##### Table of Contents



Diluted Earnings Per Share
 Percentage of Revenues
 Year Ended December 31,2008
    
    2007
    
    2006Cost of Sales:Electrical Products
    
    
    67.1
    %
    
    
    67.0
    %
    
    
    67.7
    %Tools
    
    
    69.8
    %
    
    
    68.8
    %
    
    
    69.3
    %Selling and Administrative:Electrical Products
    
    
    16.8
    %
    
    
    16.4
    %
    
    
    16.4
    %Tools
    
    
    19.6
    %
    
    
    19.4
    %
    
    
    19.4
    %
 2008 vs 2007 Percentage of Revenues
  2007 vs 2006 Percentage of Revenues
  27




---



##### Table of Contents



Earnings Outlook
   Pricing and Volume
    Effect of Inflation
  28




---



##### Table of Contents



Liquidity and Capital Resources
 Operating Working Capital
 For purposes of this discussion, operating working capital is defined as receivables and
inventories less accounts payable.
    Cash Flows
   29




---



##### Table of Contents



30




---



##### Table of Contents



Debt
        
   31




---



##### Table of Contents



Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
   Payments DueFour to
    
    
    AfterLess than
    
    
    One to
    
    
    Five
    
    
    FiveTotal
    
    
    One Year
    
    
    Three Years
    
    
    Years
    
    
    YearsContractual Obligations:
    
    (in millions)Long-Term Debt
    
    $
    1,207.5
    
    
    $
    275.0
    
    
    $
    2.3
    
    
    $
    324.3
    
    
    $
    605.9Short-Term Debt
    
    
    25.6
    
    
    
    25.6
    
    
    
    
    
    
    
    
    
    
    
    Interest Payments onLong-Term Debt
    
    
    354.8
    
    
    
    67.2
    
    
    
    103.5
    
    
    
    86.4
    
    
    
    97.7Noncancellable Operating Leases
    
    
    124.1
    
    
    
    32.0
    
    
    
    47.1
    
    
    
    21.0
    
    
    
    24.0Purchase Obligations
    
    
    350.8
    
    
    
    347.9
    
    
    
    2.9
    
    
    
    
    
    
    
    Other Long-Term Liabilities (1), (2)
    
    
    289.0
    
    
    
    20.3
    
    
    
    39.1
    
    
    
    37.8
    
    
    
    191.8$
    2,351.8
    
    
    $
    768.0
    
    
    $
    194.9
    
    
    $
    469.5
    
    
    $
    919.4
 
 (1)
    
    Includes unfunded other postretirement benefit obligations, unfunded defined benefit
pension plan liabilities, other postemployment benefit liabilities and environmental
liabilities. Also includes liabilities for underfunded U.S. and non-U.S. defined benefit
pension plans.(2)
    
    Due to uncertainty with respect to the timing of future cash flows associated with
Coopers unrecognized tax benefits at December 31, 2008, Cooper is unable to make reliable
estimates of the period of cash settlement with the respective taxing authorities. Therefore,
$34.5 million of unrecognized tax benefits have been excluded from the contractual obligations
table above. Capitalization
   32




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##### Table of Contents



Capital Expenditures and Commitments
  Recently Issued Accounting Standards
  33




---



##### Table of Contents



Interest Rate, Currency and Commodity Price Risk
   2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    Thereafter
    
    Total($ in millions)Long-term debt:Fixed-rate (U.S. Dollar)
    
    $
    275.0
    
    
    $
    2.3
    
    
    $
    
    
    
    $
    325.0
    
    
    $
    
    
    
    $
    600.0
    
    
    $
    1,202.3Average interest-rate
    
    
    5.6
    %
    
    
    5.7
    %
    
    
    5.7
    %
    
    
    5.7
    %
    
    
    5.8
    %
    
    
    5.8
    %
    
    
    5.6
    %Variable-rate (U.S. Dollar)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    8.0
    
    
    $
    8.0Average interest-rate
    
    
    3.9
    %
    
    
    3.9
    %
    
    
    3.9
    %
    
    
    3.9
    %
    
    
    3.9
    %
    
    
    3.9
    %
    
    
    3.9
    %Cross-currency swaps:Fixed to fixed:Notional amount (1)
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    
    
    
    $
    
    
    
    $
    325.0Average pay-rate
    
    
    3.5
    %
    
    
    3.5
    %
    
    
    3.5
    %
    
    
    3.5
    %
    
    
    
    
    
    
    
    
    
    
    3.5
    %Average receive-rate
    
    
    5.2
    %
    
    
    5.2
    %
    
    
    5.2
    %
    
    
    5.2
    %
    
    
    
    
    
    
    
    
    
    
    5.2
    %
 
 (1)
    
    Cooper entered into cross-currency 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%.  2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    Thereafter
    
    Total($ in millions)Long-term debt:Fixed-rate (U.S. Dollar)
    
    $
    100.1
    
    
    $
    275.2
    
    
    $
    2.3
    
    
    $
    
    
    
    $
    325.0
    
    
    $
    300.3
    
    
    $
    1,002.9Average interest-rate
    
    
    5.7
    %
    
    
    5.6
    %
    
    
    5.7
    %
    
    
    5.7
    %
    
    
    5.7
    %
    
    
    6.1
    %
    
    
    5.7
    %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
    %Cross-currency swaps:Fixed to fixed:Notional amount (1)
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    
    
    
    $
    325.0Average pay-rate
    
    
    3.5
    %
    
    
    3.5
    %
    
    
    3.5
    %
    
    
    3.5
    %
    
    
    3.5
    %
    
    
    
    
    
    
    3.5
    %Average receive-rate
    
    
    5.2
    %
    
    
    5.2
    %
    
    
    5.2
    %
    
    
    5.2
    %
    
    
    5.2
    %
    
    
    
    
    
    
    5.2
    %
 
 (1)
    
    Cooper entered into cross-currency 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%. 34




---



##### Table of Contents



Mature inMature in 2009
    
    2010  2011
    
    Mature in 2012(in millions, where applicable)U.S. Dollar Functional CurrencyBuy U.S. Dollars / Sell Great Britain PoundsNotional amount
    
    $
    111.5
    
    
    $
    48.4
    
    
    $
    328.8Average contract rate
    
    
    1.648
    
    
    
    1.921
    
    
    
    1.909U.S. Dollar Functional CurrencyBuy Great Britain Pounds / Sell U.S. DollarsNotional amount
    
    $
    11.9
    
    
    $
    23.5
    
    
    $
    159.0Average contract rate
    
    
    1.894
    
    
    
    1.864
    
    
    
    1.847U.S. Dollar Functional CurrencyBuy Euro / Sell U.S. DollarsNotional amount
    
    $
    148.9
    
    
    
    
    
    
    
    Average contract rate
    
    
    1.286
    
    
    
    
    
    
    
    Euro Functional CurrencyBuy Euro / Sell Great Britain PoundsNotional amount
    
    $
    49.8
    
    
    
    
    
    
    
    Average contract rate
    
    
    1.209
    
    
    
    
    
    
    
    U.S. Dollar Functional CurrencyBuy Mexican Pesos / Sell U.S. DollarsNotional amount
    
    $
    44.7
    
    
    
    
    
    
    
    Average contract rate
    
    
    .079
    
    
    
    
    
    
    
    U.S. Dollar Functional CurrencyBuy Singapore Dollars / Sell U.S. DollarsNotional amount
    
    $
    22.5
    
    
    
    
    
    
    
    Average contract rate
    
    
    .675
    
    
    
    
    
    
    
    Australian Dollar Functional CurrencyBuy Australian Dollars / Sell Great Britain PoundsNotional amount
    
    $
    13.5
    
    
    
    
    
    
    
    Average contract rate
    
    
    1.122
    
    
    
    
    
    
    
    
  35




---



##### Table of Contents



Mature in
    
    Mature inMature in 2008
    
    2009  2010
    
    2011  2012(in millions, where applicable)U.S. Dollar Functional CurrencyBuy U.S. Dollars / Sell Great Britain PoundsNotional amount
    
    $
    13.3
    
    
    $
    25.1
    
    
    $
    182.2Average contract rate
    
    
    2.021
    
    
    
    1.990
    
    
    
    1.972Canadian Dollar Functional CurrencyBuy U.S. Dollars / Sell Canadian DollarsNotional amount
    
    $
    91.5
    
    
    
    
    
    
    
    Average contract rate
    
    
    1.030
    
    
    
    
    
    
    
    U.S. Dollar Functional CurrencyBuy Euro / Sell U.S. DollarsNotional amount
    
    $
    88.8
    
    
    
    
    
    
    
    Average contract rate
    
    
    1.440
    
    
    
    
    
    
    
    U.S. Dollar Functional CurrencyBuy Mexican Pesos / Sell U.S. DollarsNotional amount
    
    $
    26.5
    
    
    
    
    
    
    
    Average contract rate
    
    
    .0884
    
    
    
    
    
    
    
    Euro Functional CurrencyBuy Euro / Sell U.S. DollarsNotional amount
    
    $
    18.5
    
    
    
    
    
    
    
    Average contract rate
    
    
    1.467
    
    
    
    
    
    
    
    U.S. Dollar Functional CurrencyBuy U.S. Dollars / Sell EuroNotional amount
    
    $
    10.7
    
    
    
    
    
    
    
    Average contract rate
    
    
    1.408
    
    
    
    
    
    
    
    Great Britain Pound Functional CurrencyBuy Great Britain Pounds / Sell U.S. DollarsNotional amount
    
    $
    14.5
    
    
    
    
    
    
    
    Average contract rate
    
    
    2.007
    
    
    
    
    
    
    
    U.S. Dollar Functional CurrencyBuy Great Britain Pounds / Sell U.S. DollarsNotional amount
    
    $
    10.6
    
    
    
    
    
    
    
    Average contract rate
    
    
    1.998
    
    
    
    
    
    
    
    
  36




---



##### Table of Contents



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
   37




---



##### 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
 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, 2008
    
    F-4Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    F-5Consolidated Statements of Cash Flows for each of the three years in the period
ended December 31, 2008
    
    F-6Consolidated Statements of Shareholders Equity for each of the three years in
the period ended December 31, 2008
    
    F-7Notes to Consolidated Financial Statements
    
    F-8
  Financial Statement Schedules
  38




---



##### Table of Contents



Exhibits
 2.0
    
    Agreement and Plan of Merger among Cooper Industries, Inc., Cooper
Mergerco, Inc. and Cooper Industries, Ltd. (incorporated 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 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 by
reference to Annex III to Coopers Registration Statement on Form S-4, Registration
No. 333-62740).3.3
    
    Amendment to Bye-Laws of Cooper Industries, Ltd. (incorporated by
reference to Appendix A to Coopers Definitive Proxy Statement on Schedule 14A filed
March 14, 2007).4.1
    
    Amended and Restated Rights Agreement dated as of August 3, 2007
between Cooper Industries, Ltd. and Computershare Trust Company, N.A., as Rights
Agent (incorporated by reference to Exhibit 4.1 to Coopers Amendment No. 1 to
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 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 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 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 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 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
 39




---



##### Table of Contents



$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).4.10
    
    Form of Indenture among Cooper US, Inc., Cooper Industries, Ltd. and
Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to
Exhibit 4.1 to Coopers Form 8-K dated June 13, 2007).4.11
    
    Form of First Supplemental Indenture among Cooper US, Inc., Cooper
Industries, Ltd., the Subsidiary Guarantors named therein and Deutsche Bank Trust
Company Americas, as Trustee (incorporated by reference to Exhibit 4.2 to Coopers
Form 8-K dated June 13, 2007).4.12
    
    Form of Second Supplemental Indenture among Cooper US, Inc. Cooper
Industries, Ltd., the Subsidiary Guarantors named therein and Deutsche Bank Trust
Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to Coopers
Form 8-K dated March 24, 2008).10.1
    
    Cooper Industries, Ltd. Directors Deferred Compensation Plan (as Amended
and Restated as of November 4, 2008).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. 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).10.4
    
    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).10.5
    
    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).10.6
    
    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).10.7
    
    Cooper US, Inc. Supplemental Executive Retirement Plan.10.8
    
    Cooper US, Inc. Base Salary Deferral Plan.10.9
    
    Cooper Industries Amended and Restated Management Annual Incentive Plan (as
Amended and Restated for Non-Deferral Terms as of February 13, 2006) (as Amended and
Restated in connection with Section 409A effective January 1, 2005).10.10
    
    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).10.11
    
    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).
 40




---



##### Table of Contents



10.12
    
    Management Incentive Compensation Deferral Plan Post2004 Part (Effective
January 1, 2005).10.13
    
    Cooper Industries Amended and Restated Stock Incentive Plan (as Amended
and Restated for Non-Deferral Terms as of February 12, 2008) (as Amended and Restated
in connection with Section 409A as of January 1, 2005).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 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).10.17
    
    Form of Cooper US, Inc. Executive Stock Incentive Agreement for the
performance period January 1, 2007 to December 31, 2009 (incorporated by reference to
Exhibit 10.1 to Coopers Form 10-Q for the period ended March 31, 2007).10.18
    
    Form of Cooper US, Inc. Executive Stock Incentive Agreement for the
performance period January 1, 2008 to December 31, 2010 (incorporated by reference to
Exhibit 10.1 to Coopers Form 10-Q for the period ended March 31, 2008).10.19
    
    Form of Cooper US Restricted Stock Agreement.10.20
    
    Amended and Restated Cooper Industries, Ltd. Directors Stock Plan (as
Amended and Restated as of November 4, 2008) (Amendments in connection with Section
409A of the Code effective January 1, 2005).10.21
    
    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).10.22
    
    Cooper Industries, Ltd. Amended and Restated Directors Retainer Fee Stock
Plan (as Amended and Restated as of November 4, 2008) (Amendments in connection with
Section 409A of the Code effective January 1, 2005).10.23
    
    Form of Management Continuity Agreement between Cooper Industries, Ltd.
and key management personnel (as amended pursuant to Section 409A of the Code).10.24
    
    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).10.25
    
    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).10.26
    
    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
 41




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##### Table of Contents



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).10.27
    
    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. (incorporated by reference to Exhibit 10.28 to Coopers
Form 10-K for the year ended December 31, 2006).10.28
    
    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).10.29
    
    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).10.30
    
    Form of Executive Employment Agreement for employees who receive stock
option and performance share awards (incorporated by reference to Exhibit 10.1 to
Coopers Form 8-K dated March 17, 2006).12.0
    
    Computation of Ratios of Earnings to Fixed Charges for the Calendar years
2004 through 2008.21.0
    
    List of Cooper Industries, Ltd. Subsidiaries.23.0
    
    Consent of Ernst & Young LLP.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.
   
 42




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##### Table of Contents



SIGNATURES
  COOPER INDUSTRIES, LTD.Date: February 20, 2009
    By:
    /s/ Kirk S. HachigianKirk S. Hachigian, Chairman, Presidentand Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Kirk S. Hachigian
    
    Chairman, President and
    
    February 20, 2009Kirk S. Hachigian
    
    Chief Executive Officer/s/ Terry A. Klebe
    
    Senior Vice President and
    
    February 20, 2009Terry A. Klebe
    
    Chief Financial Officer/s/ Rick L. Johnson
    
    Vice President, Controller
    
    February 20, 2009Rick L. Johnson
    
    and Chief Accounting Officer*STEPHEN G. BUTLER
    
    Director
    
    February 20, 2009Stephen G. Butler*ROBERT M. DEVLIN
    
    Director
    
    February 20, 2009Robert M. Devlin*IVOR J. EVANS
    
    Director
    
    February 20, 2009Ivor J. Evans*LINDA A. HILL
    
    Director
    
    February 20, 2009Linda A. Hill*LAWRENCE D. KINGSLEY
    
    Director
    
    February 20, 2009Lawrence D. Kingsley*JAMES J. POSTL
    
    Director
    
    February 20, 2009James J. Postl*DAN F. SMITH
    
    Director
    
    February 20, 2009Dan F. Smith*GERALD B. SMITH
    
    Director
    
    February 20, 2009Gerald B. Smith*MARK S. THOMPSON
    
    Director
    
    February 20, 2009Mark S. Thompson*JAMES R. WILSON
    
    Director
    
    February 20, 2009James R. Wilson
 * By:
    
    /s/ Bruce M. Taten

Bruce M. Taten, as Attorney-In-Factfor each of the persons indicated
 43




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##### Table of Contents



REPORT OF MANAGEMENT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
     Kirk S. Hachigian
    
    Terry A. Klebe
    
    Rick L. JohnsonChairman, President and
    
    Senior Vice President and
    
    Vice President, ControllerChief Executive Officer
    
    Chief Financial Officer
    
    and Chief Accounting Officer
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        ERNST & YOUNG LLP
 
 F-2




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
       ERNST & YOUNG LLP
 
 F-3




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##### Table of Contents



COOPER INDUSTRIES, LTD.
 
 CONSOLIDATED INCOME STATEMENTS
 Year Ended December 31,2008
    
    
    2007
    
    
    2006(in millions, except per share data)Revenues
    
    $
    6,521.3
    
    
    $
    5,903.1
    
    
    $
    5,184.6Cost of sales
    
    
    4,396.7
    
    
    
    3,970.0
    
    
    
    3,521.5Selling and administrative expenses
    
    
    1,194.6
    
    
    
    1,089.0
    
    
    
    969.0Restructuring and asset impairment charges
    
    
    52.4
    
    
    
    
    
    
    
    Operating earnings
    
    
    877.6
    
    
    
    844.1
    
    
    
    694.1Income from Belden agreement
    
    
    
    
    
    
    33.1
    
    
    
    5.1Interest expense, net
    
    
    70.4
    
    
    
    51.0
    
    
    
    51.5Income from continuing operations before income taxes
    
    
    807.2
    
    
    
    826.2
    
    
    
    647.7Income taxes
    
    
    191.6
    
    
    
    133.9
    
    
    
    163.4Income from continuing operations
    
    
    615.6
    
    
    
    692.3
    
    
    
    484.3Income (charge) related to discontinued operations,
net of income taxes
    
    
    16.6
    
    
    
    
    
    
    
    (20.3
    )Net income
    
    $
    632.2
    
    
    $
    692.3
    
    
    $
    464.0Income per Common shareBasic:Income from continuing operations
    
    $
    3.54
    
    
    $
    3.80
    
    
    $
    2.64Income (charge) from discontinued operations
    
    
    .10
    
    
    
    
    
    
    
    (.11
    )Net income
    
    $
    3.64
    
    
    $
    3.80
    
    
    $
    2.53Diluted:Income from continuing operations
    
    $
    3.51
    
    
    $
    3.73
    
    
    $
    2.58Income (charge) from discontinued operations
    
    
    .09
    
    
    
    
    
    
    
    (.11
    )Net income
    
    $
    3.60
    
    
    $
    3.73
    
    
    $
    2.47Cash dividends declared per Common share
    
    $
    1.00
    
    
    $
    .84
    
    
    $
    .74
  F-4




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##### Table of Contents



COOPER INDUSTRIES, LTD.
 
 CONSOLIDATED BALANCE SHEETS
 December 31,2008
    
    
    2007(in millions)ASSETSCash and cash equivalents
    
    $
    258.8
    
    
    $
    232.8Investments
    
    
    21.9
    
    
    
    93.7Receivables
    
    
    1,011.4
    
    
    
    1,048.6Inventories
    
    
    641.8
    
    
    
    643.7Current discontinued operations receivable
    
    
    17.5
    
    
    
    Deferred income taxes and other current assets
    
    
    246.5
    
    
    
    284.2Total current assets
    
    
    2,197.9
    
    
    
    2,303.0Restricted cash
    
    
    
    
    
    
    290.1Property, plant and equipment, less accumulated depreciation
    
    
    728.2
    
    
    
    719.8Goodwill
    
    
    2,567.3
    
    
    
    2,540.3Long-term discontinued operations receivable
    
    
    174.8
    
    
    
    Deferred income taxes and other noncurrent assets
    
    
    496.7
    
    
    
    280.3Total assets
    
    $
    6,164.9
    
    
    $
    6,133.5LIABILITIES AND SHAREHOLDERS EQUITYShort-term debt
    
    $
    25.6
    
    
    $
    256.1Accounts payable
    
    
    492.5
    
    
    
    533.1Accrued liabilities
    
    
    618.7
    
    
    
    566.7Current discontinued operations liability
    
    
    50.4
    
    
    
    179.1Current maturities of long-term debt
    
    
    275.0
    
    
    
    100.1Total current liabilities
    
    
    1,462.2
    
    
    
    1,635.1Long-term debt
    
    
    932.5
    
    
    
    909.9Postretirement benefits other than pensions
    
    
    71.2
    
    
    
    81.4Long-term discontinued operations liability
    
    
    764.7
    
    
    
    330.0Deferred income taxes and other long-term liabilities
    
    
    326.9
    
    
    
    335.2Total liabilities
    
    
    3,557.5
    
    
    
    3,291.6Common stock, $.01 par value
    
    
    1.7
    
    
    
    1.8Capital in excess of par value
    
    
    
    
    
    
    85.7Retained earnings
    
    
    2,935.4
    
    
    
    2,835.1Accumulated other nonowner changes in equity
    
    
    (329.7
    )
    
    
    (80.7
    )Total shareholders equity
    
    
    2,607.4
    
    
    
    2,841.9Total liabilities and shareholders equity
    
    $
    6,164.9
    
    
    $
    6,133.5
  F-5




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##### Table of Contents



COOPER INDUSTRIES, LTD.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,2008
    
    
    2007
    
    
    2006(in millions)Cash flows from operating activities:Net income
    
    $
    632.2
    
    
    $
    692.3
    
    
    $
    464.0Adjust: (income) charge related to discontinued operations
    
    
    (16.6
    )
    
    
    
    
    
    
    20.3Income from continuing operations
    
    
    615.6
    
    
    
    692.3
    
    
    
    484.3Adjustments to reconcile to net cash provided by
operating activities:Depreciation and amortization
    
    
    143.1
    
    
    
    118.2
    
    
    
    111.7Deferred income taxes
    
    
    26.0
    
    
    
    12.4
    
    
    
    15.4Excess tax benefits from stock options and awards
    
    
    (10.2
    )
    
    
    (25.8
    )
    
    
    (26.8
    )Restructuring and asset impairment charges
    
    
    52.4
    
    
    
    
    
    
    
    Changes in assets and liabilities: (1)Receivables
    
    
    22.7
    
    
    
    (66.1
    )
    
    
    (16.1
    )Inventories
    
    
    16.6
    
    
    
    27.3
    
    
    
    (43.3
    )Accounts payable and accrued liabilities
    
    
    (80.4
    )
    
    
    56.9
    
    
    
    29.7Discontinued operations assets and liabilities, net
    
    
    139.7
    
    
    
    (20.5
    )
    
    
    (28.4
    )Other assets and liabilities, net
    
    
    (29.1
    )
    
    
    0.6
    
    
    
    74.9Net cash provided by operating activities
    
    
    896.4
    
    
    
    795.3
    
    
    
    601.4Cash flows from investing activities:Short-term investments
    
    
    65.7
    
    
    
    (93.7
    )
    
    
    Cash restricted for business acquisition
    
    
    290.1
    
    
    
    (290.1
    )
    
    
    Capital expenditures
    
    
    (137.0
    )
    
    
    (115.5
    )
    
    
    (85.3
    )Cash paid for acquired businesses
    
    
    (297.0
    )
    
    
    (336.1
    )
    
    
    (280.4
    )Proceeds from sales of property, plant and equipment and other
    
    
    1.8
    
    
    
    1.8
    
    
    
    18.9Net cash used in investing activities
    
    
    (76.4
    )
    
    
    (833.6
    )
    
    
    (346.8
    )Cash flows from financing activities:Proceeds from issuances of debt
    
    
    297.6
    
    
    
    547.3
    
    
    
    Debt issuance costs
    
    
    (0.6
    )
    
    
    (2.7
    )
    
    
    Proceeds from debt derivatives
    
    
    0.5
    
    
    
    10.0
    
    
    
    Repayments of debt
    
    
    (397.2
    )
    
    
    (303.3
    )
    
    
    (14.8
    )Dividends
    
    
    (170.3
    )
    
    
    (154.3
    )
    
    
    (137.0
    )Purchases of common shares
    
    
    (517.2
    )
    
    
    (343.9
    )
    
    
    (264.2
    )Excess tax benefits from stock options and awards
    
    
    10.2
    
    
    
    25.8
    
    
    
    26.8Proceeds from exercise of stock options and other
    
    
    17.1
    
    
    
    68.3
    
    
    
    89.2Net cash used in financing activities
    
    
    (759.9
    )
    
    
    (152.8
    )
    
    
    (300.0
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (34.1
    )
    
    
    0.4
    
    
    
    16.1Increase (decrease) in cash and cash equivalents
    
    
    26.0
    
    
    
    (190.7
    )
    
    
    (29.3
    )Cash and cash equivalents, beginning of year
    
    
    232.8
    
    
    
    423.5
    
    
    
    452.8Cash and cash equivalents, end of year
    
    $
    258.8
    
    
    $
    232.8
    
    
    $
    423.5
 
 (1)
    
    Net of the effects of acquisitions and translation.  F-6




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COOPER INDUSTRIES, LTD.
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 AccumulatedCapital
    
    
    
    
    
    
    OtherIn Excess
    
    
    
    
    
    
    NonownerCommon
    
    
    of Par
    
    
    Retained
    
    
    Changes inStock
    
    
    Value
    
    
    Earnings
    
    
    Equity
    
    
    Total(in millions)Balance 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
    
    
    
    
    
    
    
    
    
    
    
    27.5Purchase of common 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
    )
    
    
    2,475.3Net income
    
    
    
    
    
    
    
    
    
    
    692.3
    
    
    
    
    
    
    
    692.3Adjustment to initially apply FIN No. 48
    
    
    
    
    
    
    
    
    
    
    (27.2
    )
    
    
    
    
    
    
    (27.2
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20.3
    
    
    
    20.3Change in fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17.7
    
    
    
    17.7Pension and postretirement benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.7
    
    
    
    9.7Net income and other nonowner
changes in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    712.8Common stock dividends
    
    
    
    
    
    
    
    
    
    
    (154.4
    )
    
    
    
    
    
    
    (154.4
    )Stock-based compensation
    
    
    
    
    
    
    38.8
    
    
    
    
    
    
    
    
    
    
    
    38.8Purchase of common shares
    
    
    
    
    
    
    (343.9
    )
    
    
    
    
    
    
    
    
    
    
    (343.9
    )Stock issued under employee stock plans
    
    
    
    
    
    
    111.5
    
    
    
    
    
    
    
    
    
    
    
    111.5Stock split
    
    
    0.9
    
    
    
    (0.9
    )
    
    
    
    
    
    
    
    
    
    
    Other activity
    
    
    
    
    
    
    1.8
    
    
    
    
    
    
    
    
    
    
    
    1.8Balance December 31, 2007
    
    
    1.8
    
    
    
    85.7
    
    
    
    2,835.1
    
    
    
    (80.7
    )
    
    
    2,841.9Net income
    
    
    
    
    
    
    
    
    
    
    632.2
    
    
    
    
    
    
    
    632.2Pension and post retirement benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (88.6
    )
    
    
    (88.6
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (136.0
    )
    
    
    (136.0
    )Change in fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24.4
    )
    
    
    (24.4
    )Net income and other nonowner
changes in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    383.2Common stock dividends
    
    
    
    
    
    
    
    
    
    
    (174.7
    )
    
    
    
    
    
    
    (174.7
    )Stock-based compensation
    
    
    
    
    
    
    22.7
    
    
    
    
    
    
    
    
    
    
    
    22.7Purchase of common shares
    
    
    (0.1
    )
    
    
    (159.9
    )
    
    
    (357.2
    )
    
    
    
    
    
    
    (517.2
    )Stock issued under employee stock plans
    
    
    
    
    
    
    49.6
    
    
    
    
    
    
    
    
    
    
    
    49.6Other activity
    
    
    
    
    
    
    1.9
    
    
    
    
    
    
    
    
    
    
    
    1.9Balance December 31, 2008
    
    $
    1.7
    
    
    $
    
    
    
    $
    2,935.4
    
    
    $
    (329.7
    )
    
    $
    2,607.4
  F-7




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##### 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:
 Restricted Cash:
 Accounts Receivable:
 Inventories:
 Property, Plant and Equipment:
 Goodwill: Goodwill and Other Intangible
Assets
 F-8




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Revenue Recognition:
 Research and Development Expenditures:
 Income Taxes:
 Foreign Currency Translation:
 Impact of New Accounting Standards: Accounting for Uncertainty in Income Taxes ( . Accounting for Income Taxes
 Fair Value Measurements
 F-9




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  The
Fair Value Option for Financial Assets and Financial Liabilities
 Business Combinations Business Combinations
 Noncontrolling Interests in Consolidating Financial Statements Consolidated and Separate Financial Statements
 Disclosures About Derivative Instruments and Hedging Activities, an amendment of FASB Statement No.
133 Accounting for
Derivative Instruments and Hedging Activities
 Reclassification
  F-10




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 2: RESTRUCTURING AND ASSET IMPAIRMENT
    ContractInvoluntary Employee
    
    
    TerminationTermination Benefits
    
    
    and OtherHeadcount
    
    
    Dollars
    

    Exit Costs($ in millions)2008 fourth quarter restructuring actions
    
    
    2,244
    
    
    $
    33.7
    
    
    $
    2.0Headcount reductions or costs incurred
    
    
    (1,358
    )
    
    
    (5.7
    )
    
    
    (0.3
    )Balance at December 31, 2008
    
    
    886
    
    
    $
    28.0
    
    
    $
    1.7
   NOTE 3: ACQUISITIONS AND DIVESTITURES
   F-11




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
    MTL
    
    
    Other
    
    
    Total(in millions)Receivables
    
    $
    45.2
    
    
    $
    7.2
    
    
    $
    52.4Inventories
    
    
    32.2
    
    
    
    25.1
    
    
    
    57.3Property, plant and equipment
    
    
    41.1
    
    
    
    9.0
    
    
    
    50.1Goodwill
    
    
    194.4
    
    
    
    20.6
    
    
    
    215.0Other intangible assets
    
    
    86.9
    
    
    
    8.7
    
    
    
    95.6Accounts payable
    
    
    (14.4
    )
    
    
    (24.5
    )
    
    
    (38.9
    )Short-term debt
    
    
    (56.6
    )
    
    
    (11.1
    )
    
    
    (67.7
    )Other assets and liabilities, net
    
    
    (71.0
    )
    
    
    (5.9
    )
    
    
    (76.9
    )Net cash consideration
    
    $
    257.8
    
    
    $
    29.1
    
    
    $
    286.9
     F-12




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Receivables
    
    $
    55.6Inventories
    
    
    45.2Property, plant and equipment
    
    
    41.7Goodwill
    
    
    168.6Other intangible assets
    
    
    152.4Accounts payable
    
    
    (36.5
    )Other assets and liabilities, net
    
    
    (80.8
    )Net cash consideration
    
    $
    346.2
    2008
    
    2007Revenues
    
    $
    6,550.4
    
    
    $
    6,280.8Income from continuing operations
    
    $
    615.8
    
    
    $
    688.0Net income
    
    $
    632.4
    
    
    $
    688.0Diluted earnings per share from continuing operations
    
    $
    3.51
    
    
    $
    3.71Diluted earnings per share
    
    $
    3.60
    
    
    $
    3.71
 NOTE 4: INVENTORIES
 December 31,2008
    
    
    2007(in millions)Raw materials
    
    $
    239.3
    
    
    $
    221.5Work-in-process
    
    
    163.2
    
    
    
    178.8Finished goods
    
    
    405.0
    
    
    
    396.2Perishable tooling and supplies
    
    
    13.9
    
    
    
    15.0821.4
    
    
    
    811.5Allowance for excess and obsolete inventory
    
    
    (77.0
    )
    
    
    (77.9
    )Excess of current standard costs over LIFO costs
    
    
    (102.6
    )
    
    
    (89.9
    )Net inventories
    
    $
    641.8
    
    
    $
    643.7
 F-13




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COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 5: PROPERTY, PLANT AND EQUIPMENT
 December 31,2008
    
    
    2007(in millions)Land and land improvements
    
    $
    71.6
    
    
    $
    83.7Buildings
    
    
    545.9
    
    
    
    506.5Machinery and equipment
    
    
    920.7
    
    
    
    898.6Tooling, dies and patterns
    
    
    299.3
    
    
    
    293.1All other
    
    
    447.8
    
    
    
    427.0Construction in progress
    
    
    59.8
    
    
    
    59.32,345.1
    
    
    
    2,268.2Accumulated depreciation
    
    
    (1,616.9
    )
    
    
    (1,548.4
    )$
    728.2
    
    
    $
    719.8
 NOTE 6: GOODWILL AND OTHER INTANGIBLE ASSETS
  Electrical
 Products
    
    
    Tools
    
    
    Total(in millions)Balance December 31, 2006
    
    $
    2,033.3
    
    
    $
    303.6
    
    
    $
    2,336.9Additions to goodwill
    
    
    181.0
    
    
    
    
    
    
    
    181.0Translation adjustments
    
    
    18.8
    
    
    
    3.6
    
    
    
    22.4Balance December 31, 2007
    
    
    2,233.1
    
    
    
    307.2
    
    
    
    2,540.3Additions to goodwill
    
    
    203.0
    
    
    
    0.4
    
    
    
    203.4Translation adjustments
    
    
    (170.2
    )
    
    
    (6.2
    )
    
    
    (176.4
    )Balance December 31, 2008
    
    $
    2,265.9
    
    
    $
    301.4
    
    
    $
    2,567.3
   F-14




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 7: ACCRUED LIABILITIES
 December 31,2008
    
    
    2007(in millions)Salaries, wages and employee benefit plans
    
    $
    226.3
    
    
    $
    234.8Commissions and customer incentives
    
    
    141.3
    
    
    
    154.2Product and environmental liability accruals
    
    
    37.6
    
    
    
    37.4Restructuring liability accruals
    
    
    29.7
    
    
    
    Other (individual items less than 5% of total current liabilities)
    
    
    183.8
    
    
    
    140.3$
    618.7
    
    
    $
    566.7
      F-15




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
   NOTE 8: DEBT AND LEASE COMMITMENTS
 December 31,2008
    
    
    2007(in millions)5.50% senior unsecured notes, due November 2009
    
    $
    275.0
    
    
    $
    275.05.25% senior unsecured notes, due November 2012
    
    
    325.0
    
    
    
    325.05.45% senior unsecured notes, due April 2015
    
    
    300.0
    
    
    
    6.10% senior unsecured notes, due July 2017
    
    
    300.0
    
    
    
    300.06.91% second series medium-term notes, due through 2010
    
    
    2.3
    
    
    
    2.36.38% third series medium-term notes, due through 2008
    
    
    
    
    
    
    100.0Other
    
    
    5.2
    
    
    
    7.7Total long-term debt
    
    
    1,207.5
    
    
    
    1,010.0Current maturities
    
    
    (275.0
    )
    
    
    (100.1
    )Long-term portion
    
    $
    932.5
    
    
    $
    909.9
   F-16




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
    
     NOTE 9: COMMON AND PREFERRED STOCK
    F-17




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
       F-18




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
     NOTE 10: STOCK-BASED COMPENSATION
   F-19




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Stock Options
   2008
    
    2007
    
    2006Expected volatility
    
    
    23.75
    %
    
    
    19.0
    %
    
    
    18.0
    %Expected dividends
    
    
    2.26
    %
    
    
    1.8
    %
    
    
    1.8
    %Expected term (in years)
    
    
    4.5
    
    
    
    4.5
    
    
    
    4.5Risk-free interest rate
    
    
    2.6
    %
    
    
    4.6
    %
    
    
    4.6
    %
  Weighted-Weighted-
    
    
    Average
    
    
    AggregateAverage
    
    
    Remaining
    
    
    IntrinsicExercise
    
    
    Contractual
    
    
    ValueOptions
    
    Shares
    
    
    Price
    
    
    Term
    
    
    (in millions)Outstanding at January 1, 2008
    
    
    6,782,641
    
    
    $
    34.80Granted
    
    
    1,973,850
    
    
    $
    43.90Exercised
    
    
    (665,440
    )
    
    $
    25.69Forfeited or expired
    
    
    (441,711
    )
    
    $
    43.95Outstanding at December 31, 2008
    
    
    7,649,340
    
    
    $
    37.41
    
    
    
    4.1
    
    
    $
    12.8Vested or expected to vest at
December 31, 2008
    
    
    7,253,122
    
    
    $
    37.03
    
    
    
    3.6
    
    
    $
    12.8Exercisable at December 31, 2008
    
    
    4,442,238
    
    
    $
    32.20
    
    
    
    3.1
    
    
    $
    12.8
  F-20




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Performance-Based Shares and Restricted Stock Units
    Weighted-AverageGrant-DateNonvested Performance-Based Shares
    
    Shares
    
    Fair ValueNonvested at January 1, 2008
    
    
    1,518,094
    
    
    $
    41.06Granted
    
    
    598,160
    
    
    $
    43.87Vested
    
    
    (472,734
    )
    
    $
    34.88Forfeited
    
    
    (183,120
    )
    
    $
    43.99Nonvested at December 31, 2008
    
    
    1,460,400
    
    
    $
    43.84
  F-21




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
    Weighted-AverageGrant-DateNonvested Restricted Stock Units
    
    Shares
    
    Fair ValueNonvested at January 1, 2008
    
    
    488,250
    
    
    $
    43.07Granted
    
    
    146,650
    
    
    $
    41.74Vested
    
    
    (57,050
    )
    
    $
    40.44Forfeited
    
    
    (71,750
    )
    
    $
    43.95Nonvested at December 31, 2008
    
    
    506,100
    
    
    $
    42.86
      F-22




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 11: ACCUMULATED OTHER NONOWNER CHANGES IN EQUITY
 Pension and
    
    
    Minimum
    
    
    
    
    
    
    CumulativePostretirement
    
    
    Pension
    
    
    Derivative
    
    
    TranslationBenefit Plans
    
    
    Liability
    
    
    Instruments
    
    
    Adjustment
    
    
    Total(in millions)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
    )Current year activity
    
    
    9.7
    
    
    
    
    
    
    
    17.7
    
    
    
    20.3
    
    
    
    47.7Balance December 31, 2007
    
    
    (77.2
    )
    
    
    
    
    
    
    26.3
    
    
    
    (29.8
    )
    
    
    (80.7
    )Current year activity
    
    
    (88.6
    )
    
    
    
    
    
    
    (24.4
    )
    
    
    (136.0
    )
    
    
    (249.0
    )Balance December 31, 2008
    
    $
    (165.8
    )
    
    $
    
    
    
    $
    1.9
    
    
    $
    (165.8
    )
    
    $
    (329.7
    )
 2008
    
    
    2007
    
    
    2006Before
    
    
    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
    
    $
    (143.9
    )
    
    $
    55.3
    
    
    $
    (88.6
    )
    
    $
    14.9
    
    
    $
    (5.2
    )
    
    $
    9.7
    
    
    $
    (142.0
    )
    
    $
    55.1
    
    
    $
    (86.9
    )Minimum pension
liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130.8
    
    
    
    (52.1
    )
    
    
    78.7Change in fair value of
derivatives
    
    
    (33.2
    )
    
    
    13.3
    
    
    
    (19.9
    )
    
    
    29.9
    
    
    
    (12.0
    )
    
    
    17.9
    
    
    
    15.3
    
    
    
    (6.1
    )
    
    
    9.2Reclassification to
earnings
    
    
    (7.5
    )
    
    
    3.0
    
    
    
    (4.5
    )
    
    
    (0.4
    )
    
    
    0.2
    
    
    
    (0.2
    )
    
    
    (11.4
    )
    
    
    4.5
    
    
    
    (6.9
    )(40.7
    )
    
    
    16.3
    
    
    
    (24.4
    )
    
    
    29.5
    
    
    
    (11.8
    )
    
    
    17.7
    
    
    
    3.9
    
    
    
    (1.6
    )
    
    
    2.3Translation adjustment
    
    
    (209.2
    )
    
    
    73.2
    
    
    
    (136.0
    )
    
    
    31.3
    
    
    
    (11.0
    )
    
    
    20.3
    
    
    
    82.8
    
    
    
    (29.0
    )
    
    
    53.8Other nonowner
changes in equity
    
    $
    (393.8
    )
    
    $
    144.8
    
    
    $
    (249.0
    )
    
    $
    75.7
    
    
    $
    (28.0
    )
    
    $
    47.7
    
    
    $
    75.5
    
    
    $
    (27.6
    )
    
    $
    47.9
 F-23




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 12: INCOME TAXES
 Year Ended December 31,2008
    
    
    2007
    
    
    2006($ in millions)Components of income from continuing operations
before income taxes:U.S. operations
    
    $
    325.3
    
    
    $
    317.3
    
    
    $
    234.0Non-U.S. operations
    
    
    481.9
    
    
    
    508.9
    
    
    
    413.7Income from continuing operations before
income taxes
    
    $
    807.2
    
    
    $
    826.2
    
    
    $
    647.7Components of income tax expense:Current:U.S. Federal
    
    $
    75.6
    
    
    $
    17.3
    
    
    $
    67.6U.S. state and local
    
    
    11.7
    
    
    
    10.1
    
    
    
    11.6Non-U.S
    
    
    78.3
    
    
    
    94.1
    
    
    
    68.8165.6
    
    
    
    121.5
    
    
    
    148.0Deferred:U.S. Federal
    
    
    11.8
    
    
    
    10.7
    
    
    
    21.1U.S. state and local
    
    
    4.9
    
    
    
    8.7
    
    
    
    2.0Non-U.S
    
    
    9.3
    
    
    
    (7.0
    )
    
    
    (7.7
    )26.0
    
    
    
    12.4
    
    
    
    15.4Income tax expense
    
    $
    191.6
    
    
    $
    133.9
    
    
    $
    163.4Total income taxes paid
    
    $
    190.3
    
    
    $
    158.4
    
    
    $
    175.0Effective tax rate reconciliation:U.S. Federal statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State and local income taxes
    
    
    1.8
    
    
    
    2.0
    
    
    
    1.8Non-U.S. operations
    
    
    (10.0
    )
    
    
    (8.3
    )
    
    
    (10.6
    )Extraterritorial income exclusion
    
    
    
    
    
    
    (1.9
    )
    
    
    (0.3
    )Tax credits
    
    
    (0.4
    )
    
    
    (0.4
    )
    
    
    (0.5
    )Audit settlements
    
    
    (0.3
    )
    
    
    (6.8
    )
    
    
    Statute expirations
    
    
    (1.7
    )
    
    
    (2.0
    )
    
    
    Other
    
    
    (0.7
    )
    
    
    (1.4
    )
    
    
    (0.2
    )Effective tax rate attributable to
continuing operations
    
    
    23.7
    %
    
    
    16.2
    %
    
    
    25.2
    %
 F-24




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 December 31,2008
    
    
    2007(in millions)Components of deferred tax assets and liabilities:Deferred tax assets:Postretirement and other employee welfare benefits
    
    $
    30.6
    
    
    $
    45.2Inventories
    
    
    0.9
    
    
    
    Accrued liabilities
    
    
    418.9
    
    
    
    340.5Pension plans
    
    
    43.5
    
    
    
    19.1Net operating loss carryforward
    
    
    13.7
    
    
    
    20.8Other
    
    
    70.3
    
    
    
    Gross deferred tax assets
    
    
    577.9
    
    
    
    425.6Valuation allowance
    
    
    (36.3
    )
    
    
    (7.7
    )Total deferred tax assets
    
    
    541.6
    
    
    
    417.9Deferred tax liabilities:Property, plant and equipment and intangibles
    
    
    (281.8
    )
    
    
    (269.1
    )Inventories
    
    
    
    
    
    
    (3.7
    )Pension plans
    
    
    
    
    
    
    (12.2
    )Other
    
    
    (74.6
    )
    
    
    (25.7
    )Total deferred tax liabilities
    
    
    (356.4
    )
    
    
    (310.7
    )Net deferred tax asset
    
    $
    185.2
    
    
    $
    107.2
 December 31,2008
    
    
    2007(in millions)Deferred tax assets and liabilities recognized in the balance sheet consist of:Current deferred tax assets
    
    $
    104.9
    
    
    $
    193.2Noncurrent deferred tax assets
    
    
    80.3
    
    
    
    Long-term deferred tax liabilities
    
    
    
    
    
    
    (86.0
    )$
    185.2
    
    
    $
    107.2
   F-25




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  
       F-26




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
   2008
    
    
    2007(in millions)Balance at January 1
    
    $
    57.3
    
    
    $
    113.7Additions for tax positions of the current year
    
    
    1.1
    
    
    
    9.7Reduction in tax positions for prior years
    
    
    (6.7
    )
    
    
    Reduction in tax positions for statute expirations
    
    
    (15.1
    )
    
    
    (20.7
    )Reduction in tax positions for audit settlements
    
    
    (2.1
    )
    
    
    (45.4
    )Balance at December 31
    
    $
    34.5
    
    
    $
    57.3
   NOTE 13: PENSION AND OTHER POSTRETIREMENT BENEFITS
   F-27




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  OtherPension Benefits
    
    
    Postretirement Benefits2008
    
    
    2007
    
    
    2008
    
    
    2007(in millions)Change in benefit obligation:Benefit obligation at January 1
    
    $
    738.8
    
    
    $
    768.2
    
    
    $
    93.1
    
    
    $
    94.8Service cost
    
    
    4.3
    
    
    
    4.0
    
    
    
    
    
    
    
    0.1Interest cost
    
    
    43.9
    
    
    
    41.4
    
    
    
    5.2
    
    
    
    5.2Benefit payments
    
    
    (51.5
    )
    
    
    (54.0
    )
    
    
    (8.4
    )
    
    
    (8.2
    )Actuarial (gain) loss
    
    
    (47.2
    )
    
    
    (29.6
    )
    
    
    (7.8
    )
    
    
    1.2Exchange rate changes
    
    
    (35.5
    )
    
    
    11.0
    
    
    
    
    
    
    
    Settlements
    
    
    (3.7
    )
    
    
    (5.0
    )
    
    
    
    
    
    
    Curtailment
    
    
    (4.1
    )
    
    
    
    
    
    
    
    
    
    
    Amendments
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    Acquisitions
    
    
    49.7
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    1.4
    
    
    
    2.3
    
    
    
    
    
    
    
    Benefit obligation at December 31
    
    
    696.1
    
    
    
    738.8
    
    
    
    82.1
    
    
    
    93.1Change in plan assets:Fair value of plan assets at January 1
    
    
    651.6
    
    
    
    666.7
    
    
    
    
    
    
    
    Actual return on plan assets
    
    
    (162.2
    )
    
    
    32.2
    
    
    
    
    
    
    
    Employer contributions
    
    
    64.8
    
    
    
    6.4
    
    
    
    8.4
    
    
    
    8.2Benefit payments
    
    
    (51.5
    )
    
    
    (54.0
    )
    
    
    (8.4
    )
    
    
    (8.2
    )Exchange rate changes
    
    
    (31.3
    )
    
    
    1.4
    
    
    
    
    
    
    
    Settlements
    
    
    
    
    
    
    (1.7
    )
    
    
    
    
    
    
    Acquisitions
    
    
    38.0
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    1.2
    
    
    
    0.6
    
    
    
    
    
    
    
    Fair value of plan assets at December 31
    
    
    510.6
    
    
    
    651.6
    
    
    
    
    
    
    
    Net amount recognized (funded status)
    
    $
    (185.5
    )
    
    $
    (87.2
    )
    
    $
    (82.1
    )
    
    $
    (93.1
    )
 OtherPension Benefits
    
    
    Postretirement Benefits2008
    
    
    2007
    
    
    2008
    
    
    2007(in millions)Assets and liabilities recognized in the balance sheet
consist of:Noncurrent assets
    
    $
    7.0
    
    
    $
    33.6
    
    
    $
    
    
    
    $
    Accrued liabilities
    
    
    (7.4
    )
    
    
    (7.6
    )
    
    
    (10.9
    )
    
    
    (11.6
    )Long-term liabilities
    
    
    (185.1
    )
    
    
    (113.2
    )
    
    
    (71.2
    )
    
    
    (81.5
    )$
    (185.5
    )
    
    $
    (87.2
    )
    
    $
    (82.1
    )
    
    $
    (93.1
    )
 F-28




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 OtherPension Benefits
    
    
    Postretirement Benefits2008
    
    
    2007
    
    
    2008
    
    
    2007(in millions)Amounts recognized in accumulated other
nonowner changes in equity consist of:Net actuarial (gain) loss
    
    $
    342.7
    
    
    $
    196.0
    
    
    $
    (40.6
    )
    
    $
    (35.3
    )Prior service cost
    
    
    (17.8
    )
    
    
    (16.3
    )
    
    
    (13.5
    )
    
    
    (15.5
    )$
    324.9
    
    
    $
    179.7
    
    
    $
    (54.1
    )
    
    $
    (50.8
    )
  December 31, 2008
    
    
    December 31, 2007Funded
    
    
    Unfunded
    
    
    Funded
    
    
    UnfundedPlans
    
    
    Plans
    
    
    Plans
    
    
    Plans(in millions)Accumulated benefit obligation
    
    $
    579.3
    
    
    $
    108.7
    
    
    $
    613.8
    
    
    $
    114.3Projected benefit obligation
    
    $
    583.7
    
    
    $
    112.4
    
    
    $
    618.4
    
    
    $
    120.4Fair value of plan assets
    
    
    510.6
    
    
    
    
    
    
    
    651.6
    
    
    
    Net amount recognized (funded status)
    
    $
    (73.1
    )
    
    $
    (112.4
    )
    
    $
    33.2
    
    
    $
    (120.4
    )% Funded
    
    
    87.5
    %
    
    
    
    
    
    
    105.4
    %
    
    
    
  Pension Benefits
    
    
    Other Postretirement Benefits2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006(in millions)Components of net periodic benefit cost:Service cost
    
    $
    4.3
    
    
    $
    4.0
    
    
    $
    16.7
    
    
    $
    
    
    
    $
    0.1
    
    
    $
    0.1Interest cost
    
    
    43.9
    
    
    
    41.4
    
    
    
    41.4
    
    
    
    5.2
    
    
    
    5.2
    
    
    
    5.6Expected return on plan assets
    
    
    (51.6
    )
    
    
    (51.1
    )
    
    
    (49.1
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    (2.5
    )
    
    
    (2.1
    )
    
    
    0.5
    
    
    
    (2.0
    )
    
    
    (2.0
    )
    
    
    (2.0
    )Recognized actuarial (gain) loss
    
    
    9.7
    
    
    
    10.9
    
    
    
    13.2
    
    
    
    (2.5
    )
    
    
    (2.6
    )
    
    
    (2.9
    )Settlement loss
    
    
    0.1
    
    
    
    0.7
    
    
    
    4.1
    
    
    
    
    
    
    
    
    
    
    
    Curtailment (gain) loss
    
    
    3.7
    
    
    
    0.1
    
    
    
    4.2
    
    
    
    
    
    
    
    
    
    
    
    (3.2
    )Net periodic benefit cost
    
    $
    7.6
    
    
    $
    3.9
    
    
    $
    31.0
    
    
    $
    0.7
    
    
    $
    0.7
    
    
    $
    (2.4
    )
  F-29




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  OtherPension Benefits
    
    Postretirement Benefits2008
    
    2007
    
    2008
    
    2007Weighted average assumptions
used to determine benefit
obligations as of December
31:Discount rate
    
    
    6.00% - 6.25
    %
    
    
    5.40% - 6.00
    %
    
    
    6.25
    %
    
    
    6.00
    %Rate of compensation increase
    
    
    2.75% - 3.50
    %
    
    
    2.75% - 3.50
    %
    
    
    
    
    
    
    
 OtherPension Benefits
    
    Postretirement Benefits2008
    
    2007
    
    2008
    
    2007Weighted average assumptions
used to determine net costs
for the years ended December
31:Discount rate
    
    
    5.40% - 6.00
    %
    
    
    4.50% - 5.75
    %
    
    
    6.00
    %
    
    
    5.75
    %Expected return on plan assets
    
    
    6.00% - 8.25
    %
    
    
    6.00% - 8.25
    %
    
    
    
    
    
    
    Rate of compensation increase
    
    
    2.75% - 3.50
    %
    
    
    2.75% - 3.50
    %
    
    
    
    
    
    
    
 2008
    
    2007Assumed healthcare cost trend rates:Healthcare cost trend rate assumed for next year
    
    
    9.00
    %
    
    
    8.00
    %Rate to which trend rate is assumed to decline (ultimate trend rate)
    
    
    5.00
    %
    
    
    5.00
    %Year that rate reaches ultimate trend rate
    
    
    2012
    
    
    
    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
    
    $
    0.3
    
    
    $
    (0.3
    )Effect on the postretirement benefit obligation
    
    $
    4.0
    
    
    $
    (3.6
    )
  Percentage of Plan Assets atDecember 31,Asset Category
    
    2008
    
    2007Equity Securities
    
    
    60
    %
    
    
    60
    %Debt Securities
    
    
    40
    %
    
    
    40
    %100
    %
    
    
    100
    %
  F-30




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
     NOTE 14: RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
    F-31




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 15: INDUSTRY SEGMENTS AND GEOGRAPHIC INFORMATION
 Industry Segments
      Revenues
    
    
    Operating Earnings
    
    
    Total AssetsYear Ended December 31,
    
    
    Year Ended December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006(in millions)Electrical Products
    
    $
    5,755.7
    
    
    $
    5,108.4
    
    
    $
    4,426.0
    
    
    $
    930.3
    
    
    $
    848.2
    
    
    $
    703.2
    
    
    $
    4,626.8
    
    
    $
    4,492.6
    
    
    $
    3,960.8Tools
    
    
    765.6
    
    
    
    794.7
    
    
    
    758.6
    
    
    
    81.1
    
    
    
    94.0
    
    
    
    85.6
    
    
    
    619.0
    
    
    
    689.5
    
    
    
    686.6Total management reporting
    
    $
    6,521.3
    
    
    $
    5,903.1
    
    
    $
    5,184.6
    
    
    
    1,011.4
    
    
    
    942.2
    
    
    
    788.8
    
    
    
    5,245.8
    
    
    
    5,182.1
    
    
    
    4,647.4Restructuring and asset
impairment charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52.4
    )
    
    
    
    
    
    
    General Corporate expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81.4
    )
    
    
    (98.1
    )
    
    
    (94.7
    )Income from Belden agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33.1
    
    
    
    5.1Operating earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    877.6
    
    
    
    877.2
    
    
    
    699.2Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (70.4
    )
    
    
    (51.0
    )
    
    
    (51.5
    )Consolidated income from
continuing operations
before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    807.2
    
    
    $
    826.2
    
    
    $
    647.7Corporate assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    919.1
    
    
    
    951.4
    
    
    
    727.4Consolidated assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,164.9
    
    
    $
    6,133.5
    
    
    $
    5,374.8
 F-32




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Electrical
    
    
    
    
    
    
    
    
    
    ConsolidatedProducts
    
    Tools
    
    Corporate
    
    Total(in millions)2008Depreciation and amortization
    
    $
    121.0
    
    
    $
    20.0
    
    
    $
    2.1
    
    
    $
    143.1Capital expenditures
    
    
    108.0
    
    
    
    10.6
    
    
    
    18.4
    
    
    
    137.02007Depreciation and amortization
    
    $
    97.4
    
    
    $
    20.2
    
    
    $
    0.6
    
    
    $
    118.2Capital expenditures
    
    
    78.1
    
    
    
    10.0
    
    
    
    27.4
    
    
    
    115.5Investment in
unconsolidated affiliates
    
    
    19.5
    
    
    
    
    
    
    
    
    
    
    
    19.52006Depreciation and amortization
    
    $
    90.4
    
    
    $
    20.0
    
    
    $
    1.3
    
    
    $
    111.7Capital expenditures
    
    
    60.8
    
    
    
    9.1
    
    
    
    15.4
    
    
    
    85.3Investment in
unconsolidated affiliates
    
    
    21.3
    
    
    
    
    
    
    
    
    
    
    
    21.3
 Geographic Information
  Revenues
    
    
    Long-Lived Assets2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006(in millions)United States
    
    $
    4,480.6
    
    
    $
    4,212.7
    
    
    $
    3,781.1
    
    
    $
    472.2
    
    
    $
    509.3
    
    
    $
    490.0Germany
    
    
    322.8
    
    
    
    296.1
    
    
    
    253.5
    
    
    
    40.6
    
    
    
    42.8
    
    
    
    38.7United Kingdom
    
    
    403.8
    
    
    
    368.4
    
    
    
    305.3
    
    
    
    80.1
    
    
    
    48.6
    
    
    
    41.1Canada
    
    
    284.0
    
    
    
    241.2
    
    
    
    226.3
    
    
    
    5.1
    
    
    
    4.3
    
    
    
    0.7Mexico
    
    
    206.5
    
    
    
    187.5
    
    
    
    172.4
    
    
    
    62.6
    
    
    
    82.3
    
    
    
    83.2China
    
    
    173.4
    
    
    
    88.9
    
    
    
    42.2
    
    
    
    60.5
    
    
    
    47.3
    
    
    
    33.8Other countries
    
    
    650.2
    
    
    
    508.3
    
    
    
    403.8
    
    
    
    48.5
    
    
    
    53.6
    
    
    
    46.4$
    6,521.3
    
    
    $
    5,903.1
    
    
    $
    5,184.6
    
    
    $
    769.6
    
    
    $
    788.2
    
    
    $
    733.9
  International Revenues2008
    
    
    2007
    
    
    2006(in millions)Electrical Products
    
    $
    2,039.5
    
    
    $
    1,646.1
    
    
    $
    1,312.5Tools
    
    
    401.9
    
    
    
    377.4
    
    
    
    343.0$
    2,441.4
    
    
    $
    2,023.5
    
    
    $
    1,655.5
 F-33




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 16: DISCONTINUED OPERATIONS RECEIVABLE AND LIABILITY
 Discontinued Operations Liability
  2005 - 2007
    F-34




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
    2008
  F-35




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Nine Months Ended
    
    
    Twelve Months EndedSeptember 30,
    
    
    December 31,2008
    
    
    2007
    
    
    2006(in millions)
    
    
    (in millions)Accrual at beginning of period
(under Plan A)
    
    $
    509.1
    
    
    $
    529.6
    
    
    $
    526.3Indemnity and defense payments
    
    
    (16.9
    )
    
    
    (52.9
    )
    
    
    (36.8
    )Insurance recoveries
    
    
    25.4
    
    
    
    39.3
    
    
    
    12.7Discontinued operations charge
    
    
    
    
    
    
    
    
    
    
    31.7Other
    
    
    (1.6
    )
    
    
    (6.9
    )
    
    
    (4.3
    )Accrual at end of period (under Plan A) *
    
    $
    516.0
    
    
    $
    509.1
    
    
    $
    529.6
 
 *
    
    The $516.0 million liability reflects the estimated liability under Plan A
immediately prior to adjusting the accounting on September 30, 2008 to reflect the
Plan B Settlement.   December 
31, 2008
    
    
    September 
30, 2008(in millions)Asbestos liability analysis:Total liability for unpaid, pending and future indemnity and
defense costs at end of period
    
    $
    815.1
    
    
    $
    823.3Asbestos receivable analysisReceivable from Federal-Mogul Bankruptcy estate (received
in Oct. 2008)
    
    $
    
    
    
    $
    141.0Insurance receivable for previously paid claims and
insurance settlements
    
    
    74.6
    
    
    
    72.7Insurance-in-place agreements available for pending and
future claims
    
    
    117.7
    
    
    
    119.6Total estimated asbestos receivable at end of period
    
    $
    192.3
    
    
    $
    333.3
 Three Months EndedDecember 31, 2008(in millions)Cash Flow:Indemnity and defense payments
    
    $
    (7.9
    )Payment from Federal-Mogul Bankrupty Estate
    
    
    141.0Other
    
    
    (0.3
    )Net cash flow
    
    $
    132.8
 F- 36




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Asbestos Liability Estimate
     Asbestos Receivable Estimate
   Critical Accounting Assumptions
  F- 37




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##### 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- 38




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
    
    (a)
    
    Market approach  Prices and other relevant information generated by market
transactions involving identical or comparable assets or liabilities;(b)
    
    Income approach  Techniques to convert future amounts to a single present
amount based on market expectations (including present value techniques,
option-pricing and excess earnings models);(c)
    
    Cost approach  Amount that would be required to replace the service capacity
of an asset (replacement cost).
 F- 39




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Assets
    
    LiabilitiesSignificant other
    
    Significant otherobservable inputs
    
    observable inputs(in millions)
    
    (Level 2)
    
    (Level 2)
    
    Valuation TechniqueShort-term investments
    
    $
    21.9
    
    
    $
    
    
    
    
    (a
    )Short-term currency forward
exchange contracts
    
    
    40.0
    
    
    
    (8.4
    )
    
    
    (a
    )Long-term currency forward
exchange contracts
    
    
    91.3
    
    
    
    (40.0
    )
    
    
    (a
    )Short-term commodity swaps
    
    
    
    
    
    
    (33.5
    )
    
    
    (a
    )Long-term cross-currency swaps
    
    
    
    
    
    
    (29.1
    )
    
    
    (a
    )
    December 31,2008
    
    
    2007(in millions)U.S. Dollar
    
    $
    502.4
    
    
    $
    552.6Euro
    
    
    214.6
    
    
    
    154.7British Pound Sterling
    
    
    151.3
    
    
    
    25.0Mexican Peso
    
    
    40.9
    
    
    
    39.1Other
    
    
    43.8
    
    
    
    14.3$
    953.0
    
    
    $
    785.7
  Other Instruments
  F- 40




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Concentrations of Credit Risk
  Fair Value of Financial Instruments Other than Derivatives
  NOTE 18: NET INCOME PER COMMON SHARE
 Basic
    
    
    DilutedYear Ended December 31,
    
    
    Year Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2008
    
    
    2007
    
    
    2006($ in millions, shares in thousands)Income from continuing operations
    
    $
    615.6
    
    
    $
    692.3
    
    
    $
    484.3
    
    
    $
    615.6
    
    
    $
    692.3
    
    
    $
    484.3Income (charge) from discontinued
operations
    
    
    16.6
    
    
    
    
    
    
    
    (20.3
    )
    
    
    16.6
    
    
    
    
    
    
    
    (20.3
    )Net income applicable to common stock
    
    $
    632.2
    
    
    $
    692.3
    
    
    $
    464.0
    
    
    $
    632.2
    
    
    $
    692.3
    
    
    $
    464.0Weighted average common shares
outstanding
    
    
    173,655
    
    
    
    182,290
    
    
    
    183,546
    
    
    
    173,655
    
    
    
    182,290
    
    
    
    183,546Incremental shares from assumed
conversions:Options, performance-based stock
awards
and other employee awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,940
    
    
    
    3,238
    
    
    
    4,038Weighted average common shares and
common share equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,595
    
    
    
    185,528
    
    
    
    187,584
  F- 41




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 19: UNAUDITED QUARTERLY OPERATING RESULTS
 2008 (by quarter)1
    
    
    2
    
    
    3
    
    
    4(in millions, except per share data)Revenues
    
    $
    1,546.1
    
    
    $
    1,724.3
    
    
    $
    1,727.7
    
    
    $
    1,523.2Cost of sales
    
    
    1,022.2
    
    
    
    1,155.9
    
    
    
    1,170.0
    
    
    
    1,048.6Selling and administrative expenses
    
    
    301.5
    
    
    
    314.4
    
    
    
    307.8
    
    
    
    270.9Restructuring and asset impairment charges
    
    
    
    
    
    
    7.6
    
    
    
    
    
    
    
    44.8Operating earnings
    
    
    222.4
    
    
    
    246.4
    
    
    
    249.9
    
    
    
    158.9Interest expense, net
    
    
    14.9
    
    
    
    18.3
    
    
    
    17.3
    
    
    
    19.9Income from continuing operations before
income taxes
    
    
    207.5
    
    
    
    228.1
    
    
    
    232.6
    
    
    
    139.0Income taxes
    
    
    54.1
    
    
    
    66.2
    
    
    
    43.4
    
    
    
    27.9Income from continuing operations
    
    
    153.4
    
    
    
    161.9
    
    
    
    189.2
    
    
    
    111.1Charge related to discontinued operations
    
    
    
    
    
    
    
    
    
    
    16.6
    
    
    
    Net income
    
    $
    153.4
    
    
    $
    161.9
    
    
    $
    205.8
    
    
    $
    111.1Income per Common shareBasic:Income from continuing operations
    
    $
    .87
    
    
    $
    .93
    
    
    $
    1.09
    
    
    $
    .66Income from
discontinued operations
    
    
    
    
    
    
    
    
    
    
    .10
    
    
    
    Net income
    
    $
    .87
    
    
    $
    .93
    
    
    $
    1.19
    
    
    $
    .66Diluted:Income from continuing operations
    
    $
    .86
    
    
    $
    .92
    
    
    $
    1.08
    
    
    $
    .65Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    .09
    
    
    
    Net income
    
    $
    .86
    
    
    $
    .92
    
    
    $
    1.17
    
    
    $
    .65
 2007 (by quarter)1
    
    
    2
    
    
    3
    
    
    4(in millions, except per share data)Revenues
    
    $
    1,394.0
    
    
    $
    1,463.7
    
    
    $
    1,501.3
    
    
    $
    1,544.1Cost of sales
    
    
    944.9
    
    
    
    984.6
    
    
    
    1,008.1
    
    
    
    1,032.4Selling and administrative expenses
    
    
    255.4
    
    
    
    269.1
    
    
    
    276.7
    
    
    
    287.8Operating earnings
    
    
    193.7
    
    
    
    210.0
    
    
    
    216.5
    
    
    
    223.9Income from Belden agreement
    
    
    
    
    
    
    3.3
    
    
    
    23.5
    
    
    
    6.3Interest expense, net
    
    
    12.9
    
    
    
    12.9
    
    
    
    12.3
    
    
    
    12.9Income from continuing operations
before income taxes
    
    
    180.8
    
    
    
    200.4
    
    
    
    227.7
    
    
    
    217.3Income taxes
    
    
    48.9
    
    
    
    (8.8
    )
    
    
    55.8
    
    
    
    38.0Net income
    
    $
    131.9
    
    
    $
    209.2
    
    
    $
    171.9
    
    
    $
    179.3Income per Common shareBasic
    
    $
    .72
    
    
    $
    1.14
    
    
    $
    .94
    
    
    $
    1.00Diluted
    
    $
    .71
    
    
    $
    1.12
    
    
    $
    .93
    
    
    $
    .98
 F- 42




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 20: CONSOLIDATING FINANCIAL INFORMATION
  Consolidating Income Statements
Year Ended December 31, 2008
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalRevenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,884.0
    
    
    $
    3,017.5
    
    
    $
    (380.2
    )
    
    $
    6,521.3Cost of sales
    
    
    (0.1
    )
    
    
    (0.3
    )
    
    
    5.5
    
    
    
    2,735.8
    
    
    
    2,036.0
    
    
    
    (380.2
    )
    
    
    4,396.7Selling and
administrative
expenses
    
    
    11.6
    
    
    
    13.2
    
    
    
    69.5
    
    
    
    571.2
    
    
    
    542.4
    
    
    
    (13.3
    )
    
    
    1,194.6Restructuring and asset
impairment charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.3
    
    
    
    43.1
    
    
    
    
    
    
    
    52.4Interest expense, net
    
    
    (0.1
    )
    
    
    18.2
    
    
    
    54.4
    
    
    
    
    
    
    
    (2.1
    )
    
    
    
    
    
    
    70.4Equity in earnings of
subsidiaries, net of tax
    
    
    809.5
    
    
    
    28.6
    
    
    
    410.7
    
    
    
    92.6
    
    
    
    458.7
    
    
    
    (1,800.1
    )
    
    
    Intercompany income
(expense)
    
    
    (40.0
    )
    
    
    (42.5
    )
    
    
    126.3
    
    
    
    (171.7
    )
    
    
    267.1
    
    
    
    (139.2
    )
    
    
    Income (loss) from
continuing operations
before income taxes
    
    
    758.1
    
    
    
    (45.0
    )
    
    
    407.6
    
    
    
    488.6
    
    
    
    1,123.9
    
    
    
    (1,926.0
    )
    
    
    807.2Income tax expense
(benefit)
    
    
    
    
    
    
    (27.9
    )
    
    
    (51.2
    )
    
    
    158.1
    
    
    
    112.6
    
    
    
    
    
    
    
    191.6Income (loss) from
continuing operations
    
    
    758.1
    
    
    
    (17.1
    )
    
    
    458.8
    
    
    
    330.5
    
    
    
    1,011.3
    
    
    
    (1,926.0
    )
    
    
    615.6Income from discontinued
operations, net of tax
    
    
    
    
    
    
    16.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16.6Net income (loss)
    
    $
    758.1
    
    
    $
    (0.5
    )
    
    $
    458.8
    
    
    $
    330.5
    
    
    $
    1,011.3
    
    
    $
    (1,926.0
    )
    
    $
    632.2
 F- 43




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Income Statements
Year Ended December 31, 2007
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalRevenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,758.4
    
    
    $
    2,417.9
    
    
    $
    (273.2
    )
    
    $
    5,903.1Cost of sales
    
    
    
    
    
    
    0.2
    
    
    
    (0.4
    )
    
    
    2,607.0
    
    
    
    1,636.4
    
    
    
    (273.2
    )
    
    
    3,970.0Selling and administrative
expenses
    
    
    9.2
    
    
    
    18.0
    
    
    
    270.2
    
    
    
    556.2
    
    
    
    434.4
    
    
    
    (199.0
    )
    
    
    1,089.0Income from Belden
agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33.1
    
    
    
    
    
    
    
    33.1Interest expense, net
    
    
    (1.3
    )
    
    
    33.6
    
    
    
    25.2
    
    
    
    
    
    
    
    (6.5
    )
    
    
    
    
    
    
    51.0Equity in earnings of
subsidiaries, net of tax
    
    
    649.3
    
    
    
    40.4
    
    
    
    486.3
    
    
    
    76.9
    
    
    
    330.0
    
    
    
    (1,582.9
    )
    
    
    Intercompany income
(expense)
    
    
    (33.3
    )
    
    
    (27.3
    )
    
    
    
    
    
    
    (168.8
    )
    
    
    344.1
    
    
    
    (114.7
    )
    
    
    Income (loss) from
continuing operations
before income taxes
    
    
    608.0
    
    
    
    (38.7
    )
    
    
    191.4
    
    
    
    503.3
    
    
    
    1,060.8
    
    
    
    (1,498.6
    )
    
    
    826.2Income tax expense
(benefit)
    
    
    
    
    
    
    (30.2
    )
    
    
    (138.6
    )
    
    
    147.9
    
    
    
    154.8
    
    
    
    
    
    
    
    133.9Net income (loss)
    
    $
    608.0
    
    
    $
    (8.5
    )
    
    $
    330.0
    
    
    $
    355.4
    
    
    $
    906.0
    
    
    $
    (1,498.6
    )
    
    $
    692.3
 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
    
    
    
    1,406.6
    
    
    
    (237.7
    )
    
    
    3,521.5Selling and
administrative
expenses
    
    
    9.6
    
    
    
    19.7
    
    
    
    64.9
    
    
    
    509.1
    
    
    
    365.7
    
    
    
    
    
    
    
    969.0Income from Belden
agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.1
    
    
    
    
    
    
    
    5.1Interest 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 (loss) 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- 44




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Balance Sheets
December 31, 2008
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    
    
    
    $
    
    
    
    $
    81.6
    
    
    $
    1.3
    
    
    $
    175.9
    
    
    $
    
    
    
    $
    258.8Investments
    
    
    
    
    
    
    
    
    
    
    21.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21.9Receivables
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    521.8
    
    
    
    489.1
    
    
    
    
    
    
    
    1,011.4Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    336.2
    
    
    
    305.6
    
    
    
    
    
    
    
    641.8Current discontinued
operations receivable
    
    
    
    
    
    
    17.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17.5Deferred income taxes and
other current assets
    
    
    10.8
    
    
    
    24.8
    
    
    
    79.6
    
    
    
    33.1
    
    
    
    98.2
    
    
    
    
    
    
    
    246.5Total current assets
    
    
    10.8
    
    
    
    42.3
    
    
    
    183.6
    
    
    
    892.4
    
    
    
    1,068.8
    
    
    
    
    
    
    
    2,197.9Property, plant and
equipment, less
accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    61.2
    
    
    
    324.3
    
    
    
    342.7
    
    
    
    
    
    
    
    728.2Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,266.4
    
    
    
    1,300.9
    
    
    
    
    
    
    
    2,567.3Investment in
subsidiaries
    
    
    2,541.5
    
    
    
    587.4
    
    
    
    4,438.5
    
    
    
    1,116.9
    
    
    
    2,734.1
    
    
    
    (11,418.4
    )
    
    
    Investment in parent
    
    
    
    
    
    
    
    
    
    
    3,532.7
    
    
    
    
    
    
    
    312.7
    
    
    
    (3,845.4
    )
    
    
    Intercompany accounts
receivable
    
    
    
    
    
    
    903.8
    
    
    
    
    
    
    
    1,546.2
    
    
    
    1,564.2
    
    
    
    (4,014.2
    )
    
    
    Intercompany notes
receivable
    
    
    3,345.0
    
    
    
    24.0
    
    
    
    1,361.7
    
    
    
    0.2
    
    
    
    4,028.5
    
    
    
    (8,759.4
    )
    
    
    Long-term discontinued
operations receivable
    
    
    
    
    
    
    174.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174.8Deferred income taxes and
other noncurrent assets
    
    
    
    
    
    
    248.2
    
    
    
    (9.0
    )
    
    
    (116.5
    )
    
    
    374.0
    
    
    
    
    
    
    
    496.7Total assets
    
    $
    5,897.3
    
    
    $
    1,980.5
    
    
    $
    9,568.7
    
    
    $
    5,029.9
    
    
    $
    11,725.9
    
    
    $
    (28,037.4
    )
    
    $
    6,164.9Short-term debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    25.6
    
    
    $
    
    
    
    $
    25.6Accounts payable
    
    
    42.5
    
    
    
    3.1
    
    
    
    18.9
    
    
    
    207.8
    
    
    
    220.2
    
    
    
    
    
    
    
    492.5Accrued liabilities
    
    
    6.5
    
    
    
    33.0
    
    
    
    106.7
    
    
    
    255.3
    
    
    
    217.2
    
    
    
    
    
    
    
    618.7Current discontinued
operations liability
    
    
    
    
    
    
    50.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50.4Current maturities of
long-term debt
    
    
    
    
    
    
    275.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275.0Total current liabilities
    
    
    49.0
    
    
    
    361.5
    
    
    
    125.6
    
    
    
    463.1
    
    
    
    463.0
    
    
    
    
    
    
    
    1,462.2Long-term debt
    
    
    
    
    
    
    2.2
    
    
    
    922.1
    
    
    
    8.0
    
    
    
    0.2
    
    
    
    
    
    
    
    932.5Intercompany accounts
payable
    
    
    10.6
    
    
    
    
    
    
    
    4,003.6
    
    
    
    
    
    
    
    
    
    
    
    (4,014.2
    )
    
    
    Intercompany notes
payable
    
    
    1,155.7
    
    
    
    851.6
    
    
    
    1,217.1
    
    
    
    1,742.0
    
    
    
    3,793.0
    
    
    
    (8,759.4
    )
    
    
    Long-term discontinued
operations liability
    
    
    
    
    
    
    764.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    764.7Other long-term
Liabilities
    
    
    
    
    
    
    49.8
    
    
    
    62.0
    
    
    
    70.0
    
    
    
    216.3
    
    
    
    
    
    
    
    398.1Total liabilities
    
    
    1,215.3
    
    
    
    2,029.8
    
    
    
    6,330.4
    
    
    
    2,283.1
    
    
    
    4,472.5
    
    
    
    (12,773.6
    )
    
    
    3,557.5Class A common stock
    
    
    2.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )
    
    
    1.7Class B common stock
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.1
    )
    
    
    Subsidiary preferred
stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325.5
    
    
    
    (325.5
    )
    
    
    Subsidiary common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    348.6
    
    
    
    (348.6
    )
    
    
    Capital in excess of
par value
    
    
    3,365.0
    
    
    
    
    
    
    
    753.9
    
    
    
    1,455.0
    
    
    
    2,561.0
    
    
    
    (8,134.9
    )
    
    
    Retained earnings
    
    
    1,511.3
    
    
    
    94.4
    
    
    
    2,778.8
    
    
    
    1,342.3
    
    
    
    4,381.8
    
    
    
    (7,173.2
    )
    
    
    2,935.4Accumulated other non-
owner changes in equity
    
    
    (197.4
    )
    
    
    (143.7
    )
    
    
    (294.4
    )
    
    
    (50.5
    )
    
    
    (363.5
    )
    
    
    719.8
    
    
    
    (329.7
    )Total shareholders
equity
    
    
    4,682.0
    
    
    
    (49.3
    )
    
    
    3,238.3
    
    
    
    2,746.8
    
    
    
    7,253.4
    
    
    
    (15,263.8
    )
    
    
    2,607.4Total liabilities and
shareholders equity
    
    $
    5,897.3
    
    
    $
    1,980.5
    
    
    $
    9,568.7
    
    
    $
    5,029.9
    
    
    $
    11,725.9
    
    
    $
    (28,037.4
    )
    
    $
    6,164.9
 F- 45




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Balance Sheets
December 31, 2007
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    1.3
    
    
    $
    
    
    
    $
    23.1
    
    
    $
    (1.1
    )
    
    $
    209.5
    
    
    $
    
    
    
    $
    232.8Investments
    
    
    
    
    
    
    
    
    
    
    93.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93.7Receivables
    
    
    1.1
    
    
    
    
    
    
    
    0.3
    
    
    
    539.3
    
    
    
    507.9
    
    
    
    
    
    
    
    1,048.6Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    346.2
    
    
    
    297.5
    
    
    
    
    
    
    
    643.7Deferred income taxes and
other current assets
    
    
    0.7
    
    
    
    119.2
    
    
    
    64.3
    
    
    
    44.8
    
    
    
    55.2
    
    
    
    
    
    
    
    284.2Total current assets
    
    
    3.1
    
    
    
    119.2
    
    
    
    181.4
    
    
    
    929.2
    
    
    
    1,070.1
    
    
    
    
    
    
    
    2,303.0Restricted cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    290.1
    
    
    
    
    
    
    
    290.1Property, plant and
equipment, less
accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    63.9
    
    
    
    326.9
    
    
    
    329.0
    
    
    
    
    
    
    
    719.8Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,249.7
    
    
    
    1,290.6
    
    
    
    
    
    
    
    2,540.3Investment in
subsidiaries
    
    
    5,158.1
    
    
    
    620.3
    
    
    
    4,779.5
    
    
    
    1,030.8
    
    
    
    3,785.5
    
    
    
    (15,374.2
    )
    
    
    Investment in parent
    
    
    
    
    
    
    
    
    
    
    2,872.2
    
    
    
    
    
    
    
    312.7
    
    
    
    (3,184.9
    )
    
    
    Intercompany accounts
receivable
    
    
    
    
    
    
    787.4
    
    
    
    
    
    
    
    1,337.0
    
    
    
    737.7
    
    
    
    (2,862.1
    )
    
    
    Intercompany notes
receivable
    
    
    162.4
    
    
    
    25.8
    
    
    
    1,155.2
    
    
    
    0.3
    
    
    
    4,422.1
    
    
    
    (5,765.8
    )
    
    
    Other noncurrent assets
    
    
    
    
    
    
    14.5
    
    
    
    8.0
    
    
    
    48.9
    
    
    
    208.9
    
    
    
    
    
    
    
    280.3Total assets
    
    $
    5,323.6
    
    
    $
    1,567.2
    
    
    $
    9,060.2
    
    
    $
    4,922.8
    
    
    $
    12,446.7
    
    
    $
    (27,187.0
    )
    
    $
    6,133.5Short-term debt
    
    $
    
    
    
    $
    
    
    
    $
    228.7
    
    
    $
    
    
    
    $
    27.4
    
    
    $
    
    
    
    $
    256.1Accounts payable
    
    
    37.8
    
    
    
    5.1
    
    
    
    19.1
    
    
    
    218.2
    
    
    
    252.9
    
    
    
    
    
    
    
    533.1Accrued liabilities
    
    
    6.2
    
    
    
    39.0
    
    
    
    72.2
    
    
    
    261.5
    
    
    
    187.8
    
    
    
    
    
    
    
    566.7Current discontinued
operations liability
    
    
    
    
    
    
    179.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    179.1Current maturities of
long-term debt
    
    
    
    
    
    
    100.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100.1Total current liabilities
    
    
    44.0
    
    
    
    323.3
    
    
    
    320.0
    
    
    
    479.7
    
    
    
    468.1
    
    
    
    
    
    
    
    1,635.1Long-term debt
    
    
    
    
    
    
    277.2
    
    
    
    624.1
    
    
    
    8.0
    
    
    
    0.6
    
    
    
    
    
    
    
    909.9Intercompany accounts
payable
    
    
    34.8
    
    
    
    
    
    
    
    2,826.1
    
    
    
    
    
    
    
    
    
    
    
    (2,860.9
    )
    
    
    Intercompany notes
payable
    
    
    815.0
    
    
    
    692.6
    
    
    
    1,869.0
    
    
    
    1,741.8
    
    
    
    647.2
    
    
    
    (5,765.6
    )
    
    
    Long-term discontinued
operations liability
    
    
    
    
    
    
    330.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    330.0Deferred income taxes
and other long-term
liabilities
    
    
    
    
    
    
    (86.1
    )
    
    
    155.6
    
    
    
    187.8
    
    
    
    159.3
    
    
    
    
    
    
    
    416.6Total liabilities
    
    
    893.8
    
    
    
    1,537.0
    
    
    
    5,794.8
    
    
    
    2,417.3
    
    
    
    1,275.2
    
    
    
    (8,626.5
    )
    
    
    3,291.6Class A common stock
    
    
    2.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )
    
    
    1.8Class B common stock
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.1
    )
    
    
    Subsidiary common stock
    
    
    
    
    
    
    
    
    
    
    170.0
    
    
    
    
    
    
    
    371.4
    
    
    
    (541.4
    )
    
    
    Capital in excess of
par value
    
    
    3,458.5
    
    
    
    
    
    
    
    743.7
    
    
    
    1,427.0
    
    
    
    7,496.1
    
    
    
    (13,039.6
    )
    
    
    85.7Retained earnings
    
    
    916.4
    
    
    
    116.2
    
    
    
    2,468.7
    
    
    
    1,055.3
    
    
    
    3,335.9
    
    
    
    (5,057.4
    )
    
    
    2,835.1Accumulated other non-
owner changes in equity
    
    
    51.7
    
    
    
    (86.0
    )
    
    
    (117.0
    )
    
    
    23.2
    
    
    
    (31.9
    )
    
    
    79.3
    
    
    
    (80.7
    )Total shareholders
equity
    
    
    4,429.8
    
    
    
    30.2
    
    
    
    3,265.4
    
    
    
    2,505.5
    
    
    
    11,171.5
    
    
    
    (18,560.5
    )
    
    
    2,841.9Total liabilities and
shareholders equity
    
    $
    5,323.6
    
    
    $
    1,567.2
    
    
    $
    9,060.2
    
    
    $
    4,922.8
    
    
    $
    12,446.7
    
    
    $
    (27,187.0
    )
    
    $
    6,133.5
 F- 46




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Statements of Cash Flows
Year Ended December 31, 2008
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalNet cash provided by (used
in) operating activities
    
    $
    (58.3
    )
    
    $
    53.0
    
    
    $
    (78.2
    )
    
    $
    307.3
    
    
    $
    672.6
    
    
    $
    
    
    
    $
    896.4Cash flows from investing
activities:Short-term investments
    
    
    
    
    
    
    
    
    
    
    65.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65.7Cash restricted for business
acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    290.1
    
    
    
    
    
    
    
    290.1Capital expenditures
    
    
    
    
    
    
    
    
    
    
    (18.1
    )
    
    
    (52.4
    )
    
    
    (66.5
    )
    
    
    
    
    
    
    (137.0
    )Cash paid for acquired
businesses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5.2
    )
    
    
    (291.8
    )
    
    
    
    
    
    
    (297.0
    )Investments in affiliates
    
    
    (0.1
    )
    
    
    
    
    
    
    (23.1
    )
    
    
    (7.5
    )
    
    
    
    
    
    
    30.7
    
    
    
    Loans to affiliates
    
    
    (189.8
    )
    
    
    
    
    
    
    (718.0
    )
    
    
    
    
    
    
    (1,315.2
    )
    
    
    2,223.0
    
    
    
    Repayments of loans from
affiliates
    
    
    346.8
    
    
    
    1.8
    
    
    
    490.2
    
    
    
    0.1
    
    
    
    1,042.8
    
    
    
    (1,881.7
    )
    
    
    Dividends from affiliates
    
    
    
    
    
    
    
    
    
    
    129.8
    
    
    
    
    
    
    
    10.6
    
    
    
    (140.4
    )
    
    
    Proceeds from sales of
property, plant and
equipment and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.4
    
    
    
    1.4
    
    
    
    
    
    
    
    1.8Net cash provided by (used
in) investing activities
    
    
    156.9
    
    
    
    1.8
    
    
    
    (73.5
    )
    
    
    (64.6
    )
    
    
    (328.6
    )
    
    
    231.6
    
    
    
    (76.4
    )Cash flows from financing
activities:Proceeds from issuances
of debt
    
    
    
    
    
    
    
    
    
    
    297.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    297.6Debt issuance costs
    
    
    
    
    
    
    
    
    
    
    (0.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.6
    )Proceeds from debt
derivatives
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5Repayments of debt
    
    
    
    
    
    
    (100.0
    )
    
    
    (228.7
    )
    
    
    
    
    
    
    (68.5
    )
    
    
    
    
    
    
    (397.2
    )Borrowings from affiliates
    
    
    1,701.4
    
    
    
    159.1
    
    
    
    90.3
    
    
    
    3.2
    
    
    
    269.0
    
    
    
    (2,223.0
    )
    
    
    Repayments of loans to
affiliates
    
    
    (1,336.1
    )
    
    
    
    
    
    
    (159.2
    )
    
    
    (3.0
    )
    
    
    (383.4
    )
    
    
    1,881.7
    
    
    
    Other intercompany
financing activities
    
    
    (26.2
    )
    
    
    (113.9
    )
    
    
    558.6
    
    
    
    (240.5
    )
    
    
    (191.3
    )
    
    
    13.3
    
    
    
    Dividends
    
    
    (170.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (170.3
    )Dividends paid to affiliates
    
    
    (140.4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140.4
    
    
    
    Purchases of common shares
    
    
    (141.6
    )
    
    
    
    
    
    
    (375.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (517.2
    )Issuance of stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30.7
    
    
    
    (30.7
    )
    
    
    Excess tax benefits from
stock options and awards
    
    
    
    
    
    
    
    
    
    
    10.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.2Proceeds from exercise of
stock options and other
    
    
    13.3
    
    
    
    
    
    
    
    17.1
    
    
    
    
    
    
    
    
    
    
    
    (13.3
    )
    
    
    17.1Net cash provided by (used
in) financing activities
    
    
    (99.9
    )
    
    
    (54.8
    )
    
    
    210.2
    
    
    
    (240.3
    )
    
    
    (343.5
    )
    
    
    (231.6
    )
    
    
    (759.9
    )Effect of exchange rate
changes on cash and cash
equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34.1
    )
    
    
    
    
    
    
    (34.1
    )Increase (decrease) in cash
and cash equivalents
    
    
    (1.3
    )
    
    
    
    
    
    
    58.5
    
    
    
    2.4
    
    
    
    (33.6
    )
    
    
    
    
    
    
    26.0Cash and cash equivalents,
beginning of period
    
    
    1.3
    
    
    
    
    
    
    
    23.1
    
    
    
    (1.1
    )
    
    
    209.5
    
    
    
    
    
    
    
    232.8Cash and cash equivalents,
end of period
    
    $
    
    
    
    $
    
    
    
    $
    81.6
    
    
    $
    1.3
    
    
    $
    175.9
    
    
    $
    
    
    
    $
    258.8
 F- 47




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Statements of Cash Flows
Year Ended December 31, 2007
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalNet cash provided by (used
in) operating activities
    
    $
    (33.5
    )
    
    $
    (80.8
    )
    
    $
    (192.8
    )
    
    $
    329.1
    
    
    $
    773.3
    
    
    $
    
    
    
    $
    795.3Cash flows from investing
activities:Short-term investments
    
    
    
    
    
    
    
    
    
    
    (93.7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (93.7
    )Cash restricted for business
acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (290.1
    )
    
    
    
    
    
    
    (290.1
    )Capital expenditures
    
    
    
    
    
    
    
    
    
    
    (27.1
    )
    
    
    (52.5
    )
    
    
    (35.9
    )
    
    
    
    
    
    
    (115.5
    )Cash paid for acquired
businesses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (75.0
    )
    
    
    (261.1
    )
    
    
    
    
    
    
    (336.1
    )Investments in affiliates
    
    
    
    
    
    
    
    
    
    
    (356.0
    )
    
    
    (16.1
    )
    
    
    
    
    
    
    372.1
    
    
    
    Loans to affiliates
    
    
    (222.4
    )
    
    
    
    
    
    
    (417.4
    )
    
    
    
    
    
    
    (1,070.6
    )
    
    
    1,710.4
    
    
    
    Repayments of loans from
affiliates
    
    
    151.9
    
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    1,045.3
    
    
    
    (1,197.7
    )
    
    
    Dividends from affiliates
    
    
    
    
    
    
    
    
    
    
    105.8
    
    
    
    47.1
    
    
    
    6.7
    
    
    
    (159.6
    )
    
    
    Proceeds from sales of
property, plant and
equipment and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.8
    
    
    
    
    
    
    
    1.8Net cash provided by (used
in) investing activities
    
    
    (70.5
    )
    
    
    
    
    
    
    (788.4
    )
    
    
    (96.0
    )
    
    
    (603.9
    )
    
    
    725.2
    
    
    
    (833.6
    )Cash flows from financing
activities:Proceeds from issuances
of debt
    
    
    
    
    
    
    
    
    
    
    528.7
    
    
    
    
    
    
    
    18.6
    
    
    
    
    
    
    
    547.3Debt issuance costs
    
    
    
    
    
    
    
    
    
    
    (2.7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.7
    )Proceeds from debt
derivatives
    
    
    
    
    
    
    
    
    
    
    10.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.0Repayments of debt
    
    
    
    
    
    
    (300.0
    )
    
    
    
    
    
    
    
    
    
    
    (3.3
    )
    
    
    
    
    
    
    (303.3
    )Borrowings from affiliates
    
    
    899.7
    
    
    
    361.8
    
    
    
    448.9
    
    
    
    
    
    
    
    
    
    
    
    (1,710.4
    )
    
    
    Repayments of loans to
affiliates
    
    
    (710.3
    )
    
    
    
    
    
    
    (485.7
    )
    
    
    
    
    
    
    (1.7
    )
    
    
    1,197.7
    
    
    
    Other intercompany
financing activities
    
    
    229.7
    
    
    
    19.0
    
    
    
    294.7
    
    
    
    (231.4
    )
    
    
    (201.8
    )
    
    
    (110.2
    )
    
    
    Dividends
    
    
    (154.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (154.3
    )Dividends paid to affiliates
    
    
    (114.7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44.9
    )
    
    
    159.6
    
    
    
    Purchases of common shares
    
    
    (255.3
    )
    
    
    
    
    
    
    (88.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (343.9
    )Issuance of stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62.9
    
    
    
    (62.9
    )
    
    
    Excess tax benefits from
stock options and awards
    
    
    
    
    
    
    
    
    
    
    25.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25.8Proceeds from exercise of
stock options and other
    
    
    199.0
    
    
    
    
    
    
    
    68.3
    
    
    
    
    
    
    
    
    
    
    
    (199.0
    )
    
    
    68.3Net cash provided by (used
in) financing activities
    
    
    93.8
    
    
    
    80.8
    
    
    
    799.4
    
    
    
    (231.4
    )
    
    
    (170.2
    )
    
    
    (725.2
    )
    
    
    (152.8
    )Effect of exchange rate
changes on cash and cash
equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.4
    
    
    
    
    
    
    
    0.4Increase (decrease) in cash
and cash equivalents
    
    
    (10.2
    )
    
    
    
    
    
    
    (181.8
    )
    
    
    1.7
    
    
    
    (0.4
    )
    
    
    
    
    
    
    (190.7
    )Cash and cash equivalents,
beginning of period
    
    
    11.5
    
    
    
    
    
    
    
    204.9
    
    
    
    (2.8
    )
    
    
    209.9
    
    
    
    
    
    
    
    423.5Cash and cash equivalents,
end of period
    
    $
    1.3
    
    
    $
    
    
    
    $
    23.1
    
    
    $
    (1.1
    )
    
    $
    209.5
    
    
    $
    
    
    
    $
    232.8
 F- 48






---



##### 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
    )Investments 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
    
    
    
    Purchases of common shares
    
    
    20.1
    
    
    
    
    
    
    
    (284.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (264.2
    )Issuance of stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49.0
    
    
    
    (49.0
    )
    
    
    Excess tax benefits from
stock options and awards
    
    
    
    
    
    
    
    
    
    
    26.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26.8Proceeds from exercise of
stock options 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-49