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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 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
    
    98-0355628(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification Number)600 Travis, Suite 5600, Houston, Texas
    
    77002(Address of Principal Executive Offices)
    
    (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 Exchange
 Securities
registered pursuant to Section 12(g) of the Act: None
 þ o
 o þ
 þ o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Number of registrants common shares outstanding as of January 31, 2008  176,258,140
publicly traded Class A common shares, 27,195,002 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
    
    
    6Item 1B:
    
    Unresolved Staff Comments
    
    
    8Item 2:
    
    Properties
    
    
    9Item 3:
    
    Legal Proceedings
    
    
    11Item 4:
    
    Submission of Matters to a Vote of Security Holders
    
    
    14Part IIItem 5:
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    14Item 6:
    
    Selected Financial Data
    
    
    16Item 7:
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 7A:
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    35Item 8:
    
    Financial Statements and Supplementary Data
    
    
    35Item 9:
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
    
    
    35Item 9A:
    
    Controls and Procedures
    
    
    35Item 9B:
    
    Other Information
    
    
    35Part IIIItem 10:
    
    Director, Executive Officers and Corporate Governance
    
    
    35Item 11:
    
    Executive Compensation
    
    
    36Item 12:
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    36Item 13:
    
    Certain Relationships and Related Transactions
    
    
    36Item 14:
    
    Principal Accountant Fees and Services
    
    
    36Part IVItem 15:
    
    Exhibits and Financial Statement Schedules
    
    
    36Computation of Ratios of Earnings to Fixed Charges for the Calendar Years 2003 Through 2007List of Cooper Industriees, Ltd. SubsidiariesConsent of Ernst & Young LLP.Consent of Bates White, LLC.Powers of AttorneyCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906




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PART I
 
 ITEM 1. BUSINESS
 GENERAL
       2




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Electrical Products
    3




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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 Cabinets Enviroshield  Arktite eXLink  Ametrix Corelite Neo-Ray  ARIES  Arrow Hart  Aspire Siena .
Aspire RF  AtLite  B-Line  Burton  Bussmann Buss  Cam-Lok  Cannon Technologies Cybectec  Capri  CEAG  Cent-R-Rail Redi-Rail  Champ Hazard-Gard  Chico  Clarity  Coiltronics  Combined Technologies  Condulet  Cooper Fire, Fulleon Nugelec  Cooper Power Systems  Cooper Wiring Devices  Crompton  Crouse-Hinds CEAG Crouse-Hinds  CUBEFuse  DLS  Domex  Domex Bond Rojo  Domex Ground  Dura-Cooper Dura-Green  Edisol  Edison Edison Pro  Edison Series Metering  Eletromec  ELLK 92  Emerald  EMSA  EnviroVR  Envirotemp  EX®  EX-Cell NexT  Exactra  Fail-Safe  F.A.S.T.  Flex Station  Flextray  FR3  Fusetron  G&H  General Connectors  Grate-Lock  GridAdvisor  Grip Strut  GS Metals  Halo  Hart-Lock  Hyundai  INVUE  io Lighting  IriS  JSB, Luminox Menvier  Karp, Edison, Mercury B&S  Kwik Wire  Kyle  Limitron  Low-Peak  Lumière  MadahCom  Magnum  MagneX  McGraw-Edison Lumark  McGraw-Edison  MEDC  Media Sync  Metalux  Mobile X-Ray .
Mini-Line  MWS  Myers  Nortem  NOVA  Novitas  Omnex  Optima  PCI  Perf-O Grip  Polaron  Portfolio  Posi-Break  Posi-Lok  Power-Lock  PowerPlus  PowerStor  Pretronica Univel  RCM+  Regalsafe  Regent  Roam Secure  Roam Secure  Royer  Ruff-in  SAFEPATH  Scantronic Menvier  Selectcom®  Shaper  Shock Sentry  SMP  SpecOne  Spectra  Stabex  Streetworks  Subgate®  Sure-Lites  Sure Power  SurgBloc  Traction Tread  TransX  TrueCycle®  UltraSIL  VaporGard  VariGap VariStar  Viking  VSS  WAVES  Wheelock  Willsher & Quick  WPI  Yukon®
 Tools  Major Products and Brands
 Airetool, Automated Systems, Cleco, DGD, Dotco,Gardner-Denver*, Rotor Tool  Apex  Belzer  Brewer-Titchener  Campbell  Caulkmaster  Collins  Crescent  Diamond  Disston  Erem  Kahnetics  Lufkin  Master Power  Merrill  Metronix  Nicholson  Plumb  Utica  Weller  Wire-Wrap  Wiss H.K. Porter  Xcelite
 
 *
    
    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
  
 ITEM 1A. RISK FACTORS
  Our Businesses Are Subject to Competitive Pressures.
  6




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




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ITEM 2. PROPERTIES
  9




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Square Footage ofNumber and Nature of Facilities
    
    Plants and FacilitiesNumber of
    
    
    
    (in millions)Segment
    
    Employees
    
    Manufacturing
    
    Warehouse
    
    Sales
    
    Other
    
    Owned
    
    LeasedElectrical Products
    
    
    26,303
    
    
    
    106
    
    
    
    19
    
    
    
    88
    
    
    
    3
    
    
    
    13.3
    
    
    
    4.0Tools
    
    
    4,902
    
    
    
    26
    
    
    
    6
    
    
    
    8
    
    
    
    
    
    
    
    4.0
    
    
    
    0.4Other
    
    
    299
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    0.1Total
    
    
    31,504
    
    
    
    132
    
    
    
    25
    
    
    
    96
    
    
    
    5
    
    
    
    17.3
    
    
    
    4.5
 
 *
    
    Multi-purpose facilities at a single location are listed in each applicable column.
 Manufacturing Plant Locations
 EuropeUnited
    
    (Other
    
    United
    
    
    
    
    
    South
    
    
    
    
    
    
    
    
    
    
    
    
    
    RepublicSegment
    
    States
    
    Than UK)
    
    Kingdom
    
    Mexico
    
    America
    
    Australia
    
    Canada
    
    China
    
    of China
    
    India
    
    Korea
    
    MalaysiaElectrical
Products
    
    
    50
    
    
    
    11
    
    
    
    18
    
    
    
    10
    
    
    
    2
    
    
    
    1
    
    
    
    5
    
    
    
    5
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    1Tools
    
    
    13
    
    
    
    7
    
    
    
    
    
    
    
    2
    
    
    
    2
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    63
    
    
    
    18
    
    
    
    18
    
    
    
    12
    
    
    
    4
    
    
    
    2
    
    
    
    6
    
    
    
    5
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    1
 
 *
    
    Some facilities are shared by Electrical Products
and Tools operations.
 10




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ITEM 3. LEGAL PROCEEDINGS
       11




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12




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13




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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
  14




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Quarter1
    
    2
    
    3
    
    42007
    
    High
    
    $
    48.12
    
    
    $
    58.20
    
    
    $
    59.05
    
    
    $
    57.25Low
    
    
    40.00
    
    
    
    45.03
    
    
    
    47.00
    
    
    
    47.072006
    
    High
    
    $
    43.93
    
    
    $
    48.06
    
    
    $
    47.02
    
    
    $
    47.35Low
    
    
    36.02
    
    
    
    40.87
    
    
    
    39.98
    
    
    
    42.50
   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 9/30/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,661,68710/01/07  10/31/07
    
    
    347,100
    
    
    $
    53.01
    
    
    
    347,100
    
    
    
    5,314,58711/01/07  11/30/07
    
    
    540,000
    
    
    $
    50.82
    
    
    
    540,000
    
    
    
    4,774,58712/01/07  12/31/07
    
    
    451,240
    
    
    $
    51.57
    
    
    
    451,240
    
    
    
    4,323,347
    (2)Total
    
    
    1,338,340
    
    
    $
    51.64
    
    
    
    1,338,340
 
 (1)
    
    On November 2, 2004, Coopers Board of Directors authorized the repurchase
of up to ten million additional shares of Coopers Class A common stock. Cooper has
also announced that the Board authorized the repurchase of shares issued from time
to time under its equity compensation plans, matched savings plan and dividend
reinvestment plan in order to offset the dilution that results from issuing shares
under these plans.
 15




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(2)
    
    For 2008, Coopers current estimate is that 3 million shares will be
issued under equity compensation plans, which is not reflected in the above table.(3)
    
    As of the date of this filing in 2008, Cooper had repurchased the 3
million shares intended to offset dilution from share issuances under equity
compensation plans, as well as approximately 600,000 additional shares under the
November 2, 2004 Cooper Board of Directors authorization discussed above. Cooper
may continue to repurchase shares under this authorization from time to time during
2008. The decision whether to do so will be dependent on the favorability of market
conditions, as well as potential cash requirements for acquisitions.(4)
    
    On February 12, 2008, Cooper announced that the Board of Directors
authorized the purchase of ten million shares of common stock in addition to the
remaining November 2, 2004 authorization, which is not reflected in the above table.
  
 ITEM 6. SELECTED FINANCIAL DATA
  Years Ending December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(in millions, except per share data)INCOME STATEMENT DATA:Revenues
    
    $
    5,903.1
    
    
    $
    5,184.6
    
    
    $
    4,730.4
    
    
    $
    4,462.9
    
    
    $
    4,061.4Income from continuing operations
    
    $
    692.3
    
    
    $
    484.3
    
    
    $
    391.1
    
    
    $
    339.8
    
    
    $
    274.3Charge from discontinued operations, net
of taxes
    
    
    
    
    
    
    20.3
    
    
    
    227.2
    
    
    
    
    
    
    
    126.0Net income
    
    $
    692.3
    
    
    $
    464.0
    
    
    $
    163.9
    
    
    $
    339.8
    
    
    $
    148.3INCOME PER COMMON SHARE DATA:Basic Income from continuing operations
    
    $
    3.80
    
    
    $
    2.64
    
    
    $
    2.12
    
    
    $
    1.84
    
    
    $
    1.48Charge from discontinued operations
    
    
    
    
    
    
    .11
    
    
    
    1.23
    
    
    
    
    
    
    
    .68Net income
    
    $
    3.80
    
    
    $
    2.53
    
    
    $
    .89
    
    
    $
    1.84
    
    
    $
    .80Diluted Income from continuing operations
    
    $
    3.73
    
    
    $
    2.58
    
    
    $
    2.06
    
    
    $
    1.79
    
    
    $
    1.46Charge from discontinued operations
    
    
    
    
    
    
    .11
    
    
    
    1.19
    
    
    
    
    
    
    
    .67Net income
    
    $
    3.73
    
    
    $
    2.47
    
    
    $
    .87
    
    
    $
    1.79
    
    
    $
    .79BALANCE SHEET DATA (at December 31):Total assets
    
    $
    6,133.5
    
    
    $
    5,374.8
    
    
    $
    5,215.1
    
    
    $
    5,407.8
    
    
    $
    4,965.3Long-term debt, excluding current maturities
    
    
    909.9
    
    
    
    702.8
    
    
    
    1,002.9
    
    
    
    698.6
    
    
    
    1,336.7Shareholders equity
    
    
    2,841.9
    
    
    
    2,475.3
    
    
    
    2,205.2
    
    
    
    2,286.5
    
    
    
    2,118.2CASH DIVIDENDS PER COMMON
SHARE
    
    $
    .84
    
    
    $
    .74
    
    
    $
    .74
    
    
    $
    .70
    
    
    $
    .70
  16




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward Looking Statements
  Critical Accounting Policies
     17




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Results of Operations
 Revenues
 Year Ended December 31,2007
    
    
    2006
    
    
    2005(in millions)Electrical Products
    
    $
    5,108.4
    
    
    $
    4,426.0
    
    
    $
    3,997.5Tools
    
    
    794.7
    
    
    
    758.6
    
    
    
    732.9Total Revenues
    
    $
    5,903.1
    
    
    $
    5,184.6
    
    
    $
    4,730.4
 22




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2007 vs. 2006 Revenues
   2006 vs. 2005 Revenues
   23




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Operating Results
 Year Ended December 31,2007
    
    
    2006
    
    
    2005(in millions, except per share data)Electrical Products
    
    $
    848.2
    
    
    $
    703.2
    
    
    $
    585.0Tools
    
    
    94.0
    
    
    
    85.6
    
    
    
    66.7Total Segment Operating Earnings
    
    
    942.2
    
    
    
    788.8
    
    
    
    651.7General Corporate Expense
    
    
    98.1
    
    
    
    94.7
    
    
    
    91.9Operating Earnings
    
    
    844.1
    
    
    
    694.1
    
    
    
    559.8Income from Belden agreement
    
    
    33.1
    
    
    
    5.1
    
    
    
    Interest Expense, net
    
    
    51.0
    
    
    
    51.5
    
    
    
    64.8Income from Continuing Operations Before Income Taxes
    
    
    826.2
    
    
    
    647.7
    
    
    
    495.0Income Tax Expense
    
    
    133.9
    
    
    
    163.4
    
    
    
    103.9Income from Continuing Operations
    
    
    692.3
    
    
    
    484.3
    
    
    
    391.1Charge Related to Discontinued Operations
    
    
    
    
    
    
    20.3
    
    
    
    227.2Net Income
    
    $
    692.3
    
    
    $
    464.0
    
    
    $
    163.9Diluted Earnings Per Share:Income from Continuing Operations
    
    $
    3.73
    
    
    $
    2.58
    
    
    $
    2.06Charge from Discontinued Operations
    
    
    
    
    
    
    .11
    
    
    
    1.19Net Income
    
    $
    3.73
    
    
    $
    2.47
    
    
    $
    .87
  2007 vs. 2006 Segment Operating Earnings
   2006 vs. 2005 Segment Operating Earnings
  24




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Restructuring
  General Corporate Expense
  Income from Belden agreement
 Interest Expense, Net
  25




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
 Income Tax Expense
   Charge Related to Discontinued Operations
 Diluted Earnings Per Share
 Percentage of Revenues
 Year Ended December 31,2007
    
    2006
    
    2005Cost of Sales:Electrical Products
    
    
    67.0
    %
    
    
    67.7
    %
    
    
    68.1
    %Tools
    
    
    68.8
    %
    
    
    69.3
    %
    
    
    70.8
    %Selling and Administrative:Electrical Products
    
    
    16.4
    %
    
    
    16.4
    %
    
    
    17.2
    %Tools
    
    
    19.4
    %
    
    
    19.4
    %
    
    
    20.1
    %
 2007 vs 2006 Percentage of Revenues
 26




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2006 vs 2005 Percentage of Revenues
   Earnings Outlook
    27




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Pricing and Volume
    Effect of Inflation
  Liquidity and Capital Resources
 Operating Working Capital
 For purposes of this discussion, operating working capital is defined as receivables and
inventories less accounts payable.
   28




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Cash Flows
       Debt
  29




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 
  Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
   30




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Payments DueLess than
    
    
    One to
    
    
    Four to
    
    
    AfterTotal
    
    
    One Year
    
    
    Three Years
    
    
    Five Years
    
    
    Five YearsContractual Obligations:
    
    (in millions)Long-Term Debt
    
    $
    1,010.0
    
    
    $
    100.1
    
    
    $
    277.5
    
    
    $
    324.1
    
    
    $
    308.3Short-Term Debt
    
    
    256.1
    
    
    
    256.1
    
    
    
    
    
    
    
    
    
    
    
    Noncancellable Operating Leases
    
    
    114.9
    
    
    
    24.4
    
    
    
    35.6
    
    
    
    19.2
    
    
    
    35.7Purchase Obligations
    
    
    333.7
    
    
    
    328.9
    
    
    
    4.8
    
    
    
    
    
    
    
    Other Long-Term Liabilities (1), (2)
    
    
    228.1
    
    
    
    20.1
    
    
    
    39.8
    
    
    
    39.9
    
    
    
    128.3$
    1,942.8
    
    
    $
    729.6
    
    
    $
    357.7
    
    
    $
    383.2
    
    
    $
    472.3
 
 (1)
    
    Includes unfunded other postretirement benefit obligations, unfunded non-U.S.
defined benefit pension plan liabilities, other postemployment benefit liabilities and
environmental liabilities.(2)
    
    Due to uncertainty with respect to the timing of future cash flows associated with
Coopers unrecognized tax benefits at December 31, 2007, Cooper is unable to make reliable
estimates of the period of cash settlement with the respective taxing authorities. Therefore,
$57.3 million of unrecognized tax benefits have been excluded from the contractual obligations
table above.
 Capitalization
     Capital Expenditures and Commitments
  31




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##### Table of Contents



Interest Rate and Currency Risk
   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 interest-rate
swaps:Fixed to fixed:Notional amount (1)
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0Average pay-rate
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %Average receive-rate
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
 
 (1)
    
    Cooper entered into cross-currency interest-rate swaps to effectively convert $325
million of 5.25% senior unsecured debt due in November 2012 to Euro 272.6 million with an
annual interest rate of 3.55%.
  32




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##### Table of Contents



2008(in millions,where applicable)U.S. Dollar Functional CurrencyBuy U.S. Dollars / Sell EuroNotional amount
    
    $
    10.7Average contract rate
    
    
    1.408U.S. Dollar Functional CurrencyBuy Euro / Sell U.S. DollarsNotional amount
    
    $
    88.8Average contract rate
    
    
    1.440Canadian Dollar Functional CurrencyBuy U.S. Dollars / Sell Canadian DollarsNotional amount
    
    $
    91.5Average contract rate
    
    
    1.030U.S. Dollar Functional CurrencyBuy Mexican Pesos / Sell U.S. DollarsNotional amount
    
    $
    26.5Average contract rate
    
    
    .0884U.S. Dollar Functional CurrencyBuy U.S. Dollars / Sell Great Britain PoundsNotional amount
    
    $
    220.6Average contract rate
    
    
    1.977Euro Functional CurrencyBuy Euro / Sell U.S. DollarsNotional amount
    
    $
    18.5Average contract rate
    
    
    1.467U.S. Dollar Functional CurrencyBuy Great Britain Pounds / Sell U.S. DollarsNotional amount
    
    $
    10.6Average contract rate
    
    
    1.998Great Britain Pound Functional CurrencyBuy Great Britain Pounds / Sell U.S. DollarsNotional amount
    
    $
    14.5Average contract rate
    
    
    2.007
  33




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##### Table of Contents



2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    Thereafter
    
    Total($ in millions)Long-term debt:Fixed-rate (U.S. Dollar)
    
    $
    300.7
    
    
    $
    100.3
    
    
    $
    275.0
    
    
    $
    2.3
    
    
    $
    
    
    
    $
    325.0
    
    
    $
    1,003.3Average interest-rate
    
    
    5.5
    %
    
    
    5.5
    %
    
    
    5.4
    %
    
    
    5.3
    %
    
    
    5.3
    %
    
    
    5.3
    %
    
    
    5.4
    %Variable-rate (U.S. Dollar)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    8.0
    
    
    $
    8.0Average interest-rate
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    5.6
    %
    
    
    5.6
    %Interest-rate swaps:Fixed to variable:Notional amount (1)
    
    $
    300.0
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    300.0Average pay-rate
    
    
    7.38
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.38
    %Average receive-rate
    
    
    5.25
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.25
    %Cross-currency interest-rate
swaps:Fixed to fixed:Notional amount (2)
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0
    
    
    $
    325.0Average pay-rate
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %
    
    
    3.5275
    %Average receive-rate
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
    
    
    5.232
    %
 
 (1)
    
    Cooper entered into interest-rate swaps to effectively convert its fixed-rate $300
million senior unsecured debt due in July 2007 to variable-rate debt.(2)
    
    Cooper entered into cross-currency interest-rate swaps to effectively convert $325
million of 5.25% senior unsecured debt due in November 2012 to Euro 272.6 million with an
annual interest rate of 3.55%.  2007(in millions,where applicable)Euro Functional CurrencyBuy U.S. Dollars / Sell EuroNotional amount
    
    $
    143.9Average contract rate
    
    
    1.288U.S. Dollar Functional CurrencyBuy Euro / Sell U.S. DollarsNotional amount
    
    $
    121.7Average contract rate
    
    
    1.306Canadian Dollar Functional CurrencyBuy U.S. Dollars / Sell Canadian DollarsNotional amount
    
    $
    76.0Average contract rate
    
    
    .8913U.S. Dollar Functional CurrencyBuy Mexican Pesos / Sell U.S. DollarsNotional amount
    
    $
    22.9Average contract rate
    
    
    .0908
  34




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##### Table of Contents



Recently Issued Accounting Standards
  
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
   
 ITEM 9B.
    
    OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  35




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##### Table of Contents



ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    1. Financial Statements and Other Financial Data.
 PageReport of Management on Internal Control Over Financial Reporting
    
    
    F-1Report of Independent Registered Public Accounting Firm on Internal Control
Over Financial Reporting
    
    
    F-2Report of Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Income Statements for each of the three years in the period ended
December 31, 2007
    
    
    F-4Consolidated Balance Sheets as of December 31, 2007 and 2006
    
    
    F-5Consolidated Statements of Cash Flows for each of the three years in the period
ended December 31, 2007
    
    
    F-6Consolidated Statements of Shareholders Equity for each of the three years in
the period ended December 31, 2007
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
  2.
    
    Financial Statement Schedules
  36




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##### Table of Contents



3.
    
    Exhibits
 2.0
    
    Agreement and Plan of Merger among Cooper Industries, Inc., Cooper
Mergerco, Inc. and Cooper Industries, Ltd. (incorporated herein by reference to
Annex I to Coopers Registration Statement on Form S-4, Registration No. 333-62740).3.1
    
    Memorandum of Association of Cooper Industries, Ltd. (incorporated herein
by reference to Annex II to Coopers Registration Statement on Form S-4,
Registration No. 333-62740).3.2
    
    Amended and Restated Bye-Laws of Cooper Industries, Ltd. (incorporated
herein by reference to Annex III to Coopers Registration Statement on Form S-4,
Registration No. 333-62740).4.1
    
    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 herein 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 herein by
reference to Exhibit 4 to Coopers Form 10-Q for the quarter ended March 31, 2004).4.3
    
    Indenture dated as of January 15, 1990, between Cooper Industries, Inc.
and The Chase Manhattan Bank (National Association), as Trustee (incorporated herein
by reference to Exhibit 4(a) to Coopers Registration Statement on Form S-3,
Registration No. 33-33011).4.4
    
    First Supplemental Indenture dated as of May 15, 2002 between Cooper
Industries, Inc. and JPMorgan Chase Bank, N.A., as successor Trustee to The Chase
Manhattan Bank (National Association) (incorporated herein by reference to Exhibit
4.3 to Coopers Form 10-Q for the quarter ended June 30, 2002).4.5
    
    Second Supplemental Indenture dated as of June 21, 2002 among Cooper
Industries, Inc., Cooper Industries, Ltd. and JPMorgan Chase Bank, N.A., as Trustee
(incorporated herein by reference to Exhibit 4.4 to Coopers Form 10-Q for the
quarter ended June 30, 2002).4.6
    
    Third Supplemental Indenture dated as of October 28, 2002 among Cooper
Industries, Inc., Cooper Industries, Ltd. and JPMorgan Chase Bank, N.A., as Trustee
(incorporated herein by reference to Exhibit 4.1 to Coopers Form 10-Q for the
quarter ended September 30, 2002).4.7
    
    Fourth Supplemental Indenture dated as of January 1, 2005 among Cooper
Industries, LLC, Cooper Industries, Ltd. and JPMorgan Chase Bank, N.A., as Trustee
(incorporated by reference to Exhibit 4 to Coopers Form 10-Q for the quarter ended
March 31, 2005).4.8
    
    Indenture dated as of November 8, 2005 among Cooper US, Inc., Cooper
Industries, Ltd., Subsidiary Guarantors and JPMorgan Chase Bank, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 to Coopers Form 8-K filed November 9,
2005).4.9
    
    Registration Rights Agreement dated November 8, 2005 among Cooper US,
Inc., Cooper Industries, Ltd., Subsidiary Guarantors, and Banc of America Securities
LLC and Citigroup Global Markets, Inc. as representatives of several initial
purchasers of $325 million aggregate principal amount of debt securities
(incorporated by reference to Exhibit 4.2 to Coopers Form 8-K filed November 9,
2005).
 37




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##### Table of Contents



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).10.1
    
    Cooper Industries, Inc. Directors Deferred Compensation Plan (incorporated
by reference to Exhibit 10.2 to Coopers Form 10-K for the year ended December 31,
1997).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
    
    Description of Cooper Supplemental Executive Retirement Plan and Base
Salary Deferral Program Adopted effective January 1, 2007 (incorporated by reference
to Exhibit 10.5 to Coopers Form 10-Q for the period ended March 31, 2007).10.8
    
    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).10.9
    
    Third and Fourth Amendments to Management Incentive Compensation Deferral
Plan (incorporated by reference to Exhibit 10.10 to Coopers Form 10-K for the year
ended December 31, 2003).10.10
    
    Crouse-Hinds Company Officers Disability and Supplemental Pension Plan
(September 10, 1999 Restatement, as amended) (incorporated by reference to Exhibit
10.11 to Coopers Form 10-K for the year ended December 31, 2003).10.11
    
    Cooper Industries Amended and Restated Stock Incentive Plan (February 9,
2005 Restatement) (incorporated herein by reference to Exhibit 10.4 to Coopers Form
10-Q for the quarter ended March 31, 2005).10.12
    
    First Amendment to Cooper Industries Amended and Restated Stock Incentive
Plan (February 9, 2005 Restatement) (incorporated by reference to Exhibit 10.13 to
Coopers Form 10-K for the year ended December 31, 2006).
 38




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##### Table of Contents



10.13
    
    Second Amendment to Cooper Industries Amended and Restated Stock Incentive
Plan (February 9, 2005 Restatement) (incorporated by reference to Exhibit 10.2 to
Coopers Form 10-Q for the period ended March 31, 2007).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, 2005 to December 31, 2007 (incorporated by reference to
Exhibit 10.3 to Coopers Form 10-Q for the period ended March 31, 2005).10.17
    
    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).10.18
    
    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).10.19
    
    Cooper Industries Amended and Restated Management Annual Incentive Plan
(February 13, 2006 Restatement) (incorporated herein by reference to Appendix C to
Coopers Proxy Statement for the Annual Meeting of Shareholders held on April 25,
2006).10.20
    
    First Amendment to Cooper Industries Amended and Restated Management
Annual Incentive Plan (February 13, 2006 Restatement) (incorporated by reference to
Exhibit 10.20 to Coopers Form 10-K for the year ended December 31, 2006).10.21
    
    Amended and Restated Cooper Industries, Ltd. Directors Stock Plan
(February 14, 2006 Restatement) (incorporated herein by reference to Appendix D to
Coopers Proxy Statement for the Annual Meeting of Shareholders held on April 25,
2006).10.22
    
    First Amendment to Cooper Industries, Ltd. Amended and Restated Directors
Stock Plan (February 14, 2006 Restatement) (incorporated by reference to Exhibit 10.3
to Coopers Form 10-Q for the period ended March 31, 2007).10.23
    
    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).10.24
    
    Cooper Industries, Ltd. Amended and Restated Directors Retainer Fee Stock
Plan (April 1, 2003 Restatement) (incorporated by reference to Exhibit 10.21 to
Coopers Form 10-K for the year ended December 31, 2003).10.25
    
    First Amendment to Cooper Industries, Ltd. Amended and Restated Directors
Retainer Fee Stock Plan (April 1, 2003 Restatement) (incorporated by reference to
Exhibit 10.4 to Coopers Form 10-Q for the period ended March 31, 2007).10.26
    
    Form of Management Continuity Agreement between Cooper Industries, Ltd.
and key management personnel, which applies if there is a Change in Control of Cooper
 39




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##### Table of Contents



(incorporated herein by reference to Exhibit 10.5 to Coopers Form 10-Q for the
quarter ended March 31, 2005).10.27
    
    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).10.28
    
    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).10.29
    
    Term Sheet Pneumo Abex Settlement Plan A and Plan B dated as of July 6,
2006 among Cooper Industries, Ltd.; Cooper Industries, LLC; Federal-Mogul
Corporation; Federal-Mogul Products, Inc.; the Future Claimants Representative for
Federal-Mogul Corporation and Federal-Mogul Products, Inc.; the Official Committee of
Asbestos Claimants for Federal-Mogul Corporation and Federal-Mogul Products, Inc.;
Pneumo Abex LLC; and PCT International Holdings, Inc. (incorporated by reference to
Exhibit 99.1 to Coopers Form 8-K dated July 20, 2006).10.30
    
    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).10.31
    
    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).10.32
    
    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).10.33
    
    Form of Executive Employment Agreement for employees who received stock
option and performance share awards on February 13, 2006 (incorporated by reference
to Exhibit 10.1 to Coopers Form 8-K dated March 17, 2006).10.34
    
    Separation and Transition Agreement dated September 1, 2006 between Cooper
Industries, Ltd. and David R. Sheil (incorporated by reference to Exhibit 10.2 to
Coopers Form 10-Q for the quarter ended September 30, 2006).10.35
    
    Separation and Transition Agreement dated January 16, 2007 between Cooper
Industries, Ltd. and Paul M. Isabella (incorporated by reference to Exhibit 10.33 to
Coopers Form 10-K for the year ended December 31, 2006).12.0
    
    Computation of Ratios of Earnings to Fixed Charges for the Calendar years
2003 through 2007.21.0
    
    List of Cooper Industries, Ltd. Subsidiaries.23.1
    
    Consent of Ernst & Young LLP.23.2
    
    Consent of Bates White, LLC.
 40




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##### Table of Contents



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.
   
 41




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##### Table of Contents



SIGNATURES
  COOPER INDUSTRIES, LTD.Date: February 22, 2008
    By:
    /s/ Kirk S. HachigianKirk S. Hachigian, Chairman, Presidentand Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Kirk S. Hachigian

Kirk S. Hachigian
    
    Chairman, President and Chief
Executive Officer
    
    February 22, 2008/s/ Terry A. Klebe

Terry A. Klebe
    
    Senior Vice President and Chief
Financial Officer
    
    February 22, 2008/s/ Jeffrey B. Levos

Jeffrey B. Levos
    
    Vice President, Finance and
Chief Accounting Officer
    
    February 22, 2008*STEPHEN G. BUTLER

Stephen G. Butler
    
    Director
    
    February 22, 2008*ROBERT M. DEVLIN

Robert M. Devlin
    
    Director
    
    February 22, 2008*IVOR J. EVANS

Ivor J. Evans
    
    Director
    
    February 22, 2008*LINDA A. HILL

Linda A. Hill
    
    Director
    
    February 22, 2008*LAWRENCE D. KINGSLEY

Lawrence D. Kingsley
    
    Director
    
    February 22, 2008*JAMES J. POSTL

James J. Postl
    
    Director
    
    February 22, 2008*DAN F. SMITH

Dan F. Smith
    
    Director
    
    February 22, 2008*GERALD B. SMITH

Gerald B. Smith
    
    Director
    
    February 22, 2008*MARK S. THOMPSON

Mark S. Thompson
    
    Director
    
    February 22, 2008*JAMES R. WILSON

James R. Wilson
    
    Director
    
    February 22, 2008
 * By:
    
    /s/ Kevin M. McDonaldKevin M. McDonald, as Attorney-In-Factfor each of the persons indicated 42




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##### Table of Contents



REPORT OF MANAGEMENT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
  Internal Control 
Integrated Framework
  Kirk S. Hachigian
    
    Terry A. Klebe
    
    Jeffrey B. LevosChairman, President and
    
    Senior Vice President and
    
    Vice President, Finance andChief 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 ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
       ERNST & YOUNG LLPHouston, TexasFebruary 19, 2008
 F-2




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      ERNST & YOUNG LLPHouston, TexasFebruary 19, 2008
 F-3




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##### Table of Contents



COOPER INDUSTRIES, LTD.
CONSOLIDATED INCOME STATEMENTS
 Year Ended December 31,2007
    
    
    2006
    
    
    2005(in millions, except per share data)Revenues
    
    $
    5,903.1
    
    
    $
    5,184.6
    
    
    $
    4,730.4Cost of sales
    
    
    3,970.0
    
    
    
    3,521.5
    
    
    
    3,243.8Selling and administrative expenses
    
    
    1,089.0
    
    
    
    969.0
    
    
    
    926.8Operating earnings
    
    
    844.1
    
    
    
    694.1
    
    
    
    559.8Income from Belden agreement
    
    
    33.1
    
    
    
    5.1
    
    
    
    Interest expense, net
    
    
    51.0
    
    
    
    51.5
    
    
    
    64.8Income from continuing operations before income taxes
    
    
    826.2
    
    
    
    647.7
    
    
    
    495.0Income taxes
    
    
    133.9
    
    
    
    163.4
    
    
    
    103.9Income from continuing operations
    
    
    692.3
    
    
    
    484.3
    
    
    
    391.1Charge related to discontinued operations, net of income taxes
    
    
    
    
    
    
    20.3
    
    
    
    227.2Net income
    
    $
    692.3
    
    
    $
    464.0
    
    
    $
    163.9Income per Common shareBasic:Income from continuing operations
    
    $
    3.80
    
    
    $
    2.64
    
    
    $
    2.12Charge from discontinued operations
    
    
    
    
    
    
    .11
    
    
    
    1.23Net income
    
    $
    3.80
    
    
    $
    2.53
    
    
    $
    .89Diluted:Income from continuing operations
    
    $
    3.73
    
    
    $
    2.58
    
    
    $
    2.06Charge from discontinued operations
    
    
    
    
    
    
    .11
    
    
    
    1.19Net income
    
    $
    3.73
    
    
    $
    2.47
    
    
    $
    .87Cash dividends per Common share
    
    $
    .84
    
    
    $
    .74
    
    
    $
    .74
  F-4




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##### Table of Contents



COOPER INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
 December 31,2007
    
    
    2006(in millions)ASSETSCash and cash equivalents
    
    $
    232.8
    
    
    $
    423.5Investments
    
    
    93.7
    
    
    
    Receivables
    
    
    1,048.6
    
    
    
    896.0Inventories
    
    
    643.7
    
    
    
    607.6Deferred income taxes and other current assets
    
    
    284.2
    
    
    
    266.6Total current assets
    
    
    2,303.0
    
    
    
    2,193.7Restricted cash
    
    
    290.1
    
    
    
    Property, plant and equipment, less accumulated depreciation
    
    
    719.8
    
    
    
    665.4Goodwill
    
    
    2,540.3
    
    
    
    2,336.9Other noncurrent assets
    
    
    280.3
    
    
    
    178.8Total assets
    
    $
    6,133.5
    
    
    $
    5,374.8LIABILITIES AND SHAREHOLDERS EQUITYShort-term debt
    
    $
    256.1
    
    
    $
    5.0Accounts payable
    
    
    533.1
    
    
    
    471.7Accrued liabilities
    
    
    566.7
    
    
    
    522.3Current discontinued operations liability
    
    
    179.1
    
    
    
    199.6Current maturities of long-term debt
    
    
    100.1
    
    
    
    300.7Total current liabilities
    
    
    1,635.1
    
    
    
    1,499.3Long-term debt
    
    
    909.9
    
    
    
    702.8Postretirement benefits other than pensions
    
    
    81.4
    
    
    
    83.2Long-term discontinued operations liability
    
    
    330.0
    
    
    
    330.0Other long-term liabilities
    
    
    335.2
    
    
    
    284.2Total liabilities
    
    
    3,291.6
    
    
    
    2,899.5Common stock, $.01 par value
    
    
    1.8
    
    
    
    0.9Capital in excess of par value
    
    
    85.7
    
    
    
    278.4Retained earnings
    
    
    2,835.1
    
    
    
    2,324.4Accumulated other nonowner changes in equity
    
    
    (80.7
    )
    
    
    (128.4
    )Total shareholders equity
    
    
    2,841.9
    
    
    
    2,475.3Total liabilities and shareholders equity
    
    $
    6,133.5
    
    
    $
    5,374.8
  F-5




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##### Table of Contents



COOPER INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,2007
    
    
    2006
    
    
    2005(in millions)Cash flows from operating activities:Net income
    
    $
    692.3
    
    
    $
    464.0
    
    
    $
    163.9Plus: charge related to discontinued operations
    
    
    
    
    
    
    20.3
    
    
    
    227.2Income from continuing operations
    
    
    692.3
    
    
    
    484.3
    
    
    
    391.1Adjustments to reconcile to net cash provided by
operating activities:Depreciation and amortization
    
    
    118.2
    
    
    
    111.7
    
    
    
    111.0Deferred income taxes
    
    
    12.4
    
    
    
    15.4
    
    
    
    21.5Excess tax benefits from stock options and awards
    
    
    (25.8
    )
    
    
    (26.8
    )
    
    
    Restructuring charge payments
    
    
    
    
    
    
    
    
    
    
    (0.4
    )Changes in assets and liabilities: (1)Receivables
    
    
    (66.1
    )
    
    
    (16.1
    )
    
    
    (39.8
    )Inventories
    
    
    27.3
    
    
    
    (43.3
    )
    
    
    (17.6
    )Accounts payable and accrued liabilities
    
    
    36.4
    
    
    
    1.3
    
    
    
    86.8Other assets and liabilities, net
    
    
    0.6
    
    
    
    74.9
    
    
    
    20.9Net cash provided by operating activities
    
    
    795.3
    
    
    
    601.4
    
    
    
    573.5Cash flows from investing activities:Short-term investments
    
    
    (93.7
    )
    
    
    
    
    
    
    Cash restricted for business acquisition
    
    
    (290.1
    )
    
    
    
    
    
    
    Capital expenditures
    
    
    (115.5
    )
    
    
    (85.3
    )
    
    
    (96.7
    )Cash paid for acquired businesses
    
    
    (336.1
    )
    
    
    (280.4
    )
    
    
    (7.1
    )Proceeds from sales of property, plant and equipment and other
    
    
    1.8
    
    
    
    18.9
    
    
    
    13.6Net cash used in investing activities
    
    
    (833.6
    )
    
    
    (346.8
    )
    
    
    (90.2
    )Cash flows from financing activities:Proceeds from issuances of debt
    
    
    547.3
    
    
    
    
    
    
    
    326.4Debt issuance costs
    
    
    (2.7
    )
    
    
    
    
    
    
    (3.8
    )Proceeds from debt derivatives
    
    
    10.0
    
    
    
    
    
    
    
    Repayments of debt
    
    
    (303.3
    )
    
    
    (14.8
    )
    
    
    (710.4
    )Dividends
    
    
    (154.3
    )
    
    
    (137.0
    )
    
    
    (138.1
    )Purchase of common shares
    
    
    (343.9
    )
    
    
    (264.2
    )
    
    
    (211.0
    )Excess tax benefits from stock options and awards
    
    
    25.8
    
    
    
    26.8
    
    
    
    Activity under employee stock plans and other
    
    
    68.3
    
    
    
    89.2
    
    
    
    72.7Net cash used in financing activities
    
    
    (152.8
    )
    
    
    (300.0
    )
    
    
    (664.2
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    0.4
    
    
    
    16.1
    
    
    
    (19.1
    )Decrease in cash and cash equivalents
    
    
    (190.7
    )
    
    
    (29.3
    )
    
    
    (200.0
    )Cash and cash equivalents, beginning of year
    
    
    423.5
    
    
    
    452.8
    
    
    
    652.8Cash and cash equivalents, end of year
    
    $
    232.8
    
    
    $
    423.5
    
    
    $
    452.8
 
 (1)
    
    Net of the effects of acquisitions and translation.  F-6




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##### Table of Contents



COOPER INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Capital
    
    
    
    
    
    
    AccumulatedIn Excess
    
    
    
    
    
    
    NonownerCommon
    
    
    of Par
    
    
    Retained
    
    
    Changes inStock
    
    
    Value
    
    
    Earnings
    
    
    Equity
    
    
    Total(in millions)Balance December 31, 2004
    
    $
    0.9
    
    
    $
    446.2
    
    
    $
    1,971.6
    
    
    $
    (132.2
    )
    
    $
    2,286.5Net income
    
    
    
    
    
    
    
    
    
    
    163.9
    
    
    
    
    
    
    
    163.9Minimum pension liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11.0
    )
    
    
    (11.0
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37.9
    )
    
    
    (37.9
    )Change in fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.8
    
    
    
    4.8Net income and other nonowner
changes in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119.8Common stock dividends
    
    
    
    
    
    
    
    
    
    
    (138.1
    )
    
    
    
    
    
    
    (138.1
    )Stock-based compensation
    
    
    
    
    
    
    40.3
    
    
    
    
    
    
    
    
    
    
    
    40.3Subsidiary purchase of parent shares
    
    
    
    
    
    
    (211.0
    )
    
    
    
    
    
    
    
    
    
    
    (211.0
    )Stock issued under employee stock plans
    
    
    
    
    
    
    106.4
    
    
    
    
    
    
    
    
    
    
    
    106.4Other activity
    
    
    
    
    
    
    1.3
    
    
    
    
    
    
    
    
    
    
    
    1.3Balance December 31, 2005
    
    
    0.9
    
    
    
    383.2
    
    
    
    1,997.4
    
    
    
    (176.3
    )
    
    
    2,205.2Net income
    
    
    
    
    
    
    
    
    
    
    464.0
    
    
    
    
    
    
    
    464.0Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53.8
    
    
    
    53.8Change in fair value of derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.3
    
    
    
    2.3Net income and other nonowner
changes in equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    520.1Adjustment to initially apply SFAS No. 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8.2
    )
    
    
    (8.2
    )Common stock dividends
    
    
    
    
    
    
    
    
    
    
    (137.0
    )
    
    
    
    
    
    
    (137.0
    )Stock-based compensation
    
    
    
    
    
    
    27.5
    
    
    
    
    
    
    
    
    
    
    
    27.5Subsidiary purchase of parent shares
    
    
    
    
    
    
    (264.2
    )
    
    
    
    
    
    
    
    
    
    
    (264.2
    )Stock issued under employee stock plans
    
    
    
    
    
    
    130.3
    
    
    
    
    
    
    
    
    
    
    
    130.3Other activity
    
    
    
    
    
    
    1.6
    
    
    
    
    
    
    
    
    
    
    
    1.6Balance December 31, 2006
    
    
    0.9
    
    
    
    278.4
    
    
    
    2,324.4
    
    
    
    (128.4
    )
    
    
    2,475.3Net 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
    )
    
    $
    2,841.9
  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:
 Investments and 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:
 Impact of New Accounting Standards: Accounting for Uncertainty in Income Taxes ( . Accounting for Income Taxes
 Fair Value Measurements
 Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans
 The Fair Value Option for Financial Assets and Financial Liabilities
 F-9




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Business Combinations Business Combinations
 Noncontrolling Interests in Consolidating Financial Statements Consolidated and Separate
Financial Statements
 Reclassification
  NOTE 2: RESTRUCTURING
   F-10




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 3: ACQUISITIONS AND DIVESTITURES
     (in millions)Receivables
    
    $
    58.0Inventories
    
    
    47.7Property, Plant and Equipment
    
    
    41.7Goodwill
    
    
    169.8Other intangible assets
    
    
    122.3Accounts payable
    
    
    (36.5
    )Other assets and liabilities, net
    
    
    (66.9
    )Net cash consideration
    
    $
    336.1
     F-11




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Cannon
    
    
    All Others
    
    
    Total(in millions)Receivables
    
    $
    7.0
    
    
    $
    8.8
    
    
    $
    15.8Inventories
    
    
    4.6
    
    
    
    12.2
    
    
    
    16.8Property, Plant and Equipment
    
    
    1.7
    
    
    
    8.2
    
    
    
    9.9Goodwill
    
    
    154.3
    
    
    
    35.7
    
    
    
    190.0Other intangible assets
    
    
    55.4
    
    
    
    41.0
    
    
    
    96.4Accounts payable
    
    
    (3.9
    )
    
    
    (4.2
    )
    
    
    (8.1
    )Other assets and liabilities, net
    
    
    (27.4
    )
    
    
    (13.8
    )
    
    
    (41.2
    )Net cash consideration
    
    $
    191.7
    
    
    $
    87.9
    
    
    $
    279.6
    2007
    
    2006Revenues
    
    $
    6,078.1
    
    
    $
    5,522.5Income from continuing operations
    
    $
    692.0
    
    
    $
    482.2Net income
    
    $
    692.0
    
    
    $
    461.9Diluted earnings per share from continuing operations
    
    $
    3.73
    
    
    $
    2.57Diluted earnings per share
    
    $
    3.73
    
    
    $
    2.46
   F-12




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 4: INVENTORIES
 December 31,2007
    
    
    2006(in millions)Raw materials
    
    $
    221.5
    
    
    $
    204.2Work-in-process
    
    
    178.8
    
    
    
    160.7Finished goods
    
    
    396.2
    
    
    
    366.3Perishable tooling and supplies
    
    
    15.0
    
    
    
    14.6811.5
    
    
    
    745.8Allowance for excess and obsolete inventory
    
    
    (77.9
    )
    
    
    (65.6
    )Excess of current standard costs over LIFO costs
    
    
    (89.9
    )
    
    
    (72.6
    )Net inventories
    
    $
    643.7
    
    
    $
    607.6
 NOTE 5: PROPERTY, PLANT AND EQUIPMENT
 December 31,2007
    
    
    2006(in millions)Land and land improvements
    
    $
    83.7
    
    
    $
    61.5Buildings
    
    
    506.5
    
    
    
    481.7Machinery and equipment
    
    
    898.6
    
    
    
    837.7Tooling, dies and patterns
    
    
    293.1
    
    
    
    274.9All other
    
    
    427.0
    
    
    
    366.0Construction in progress
    
    
    59.3
    
    
    
    65.62,268.2
    
    
    
    2,087.4Accumulated depreciation
    
    
    (1,548.4
    )
    
    
    (1,422.0
    )$
    719.8
    
    
    $
    665.4
 NOTE 6: GOODWILL AND OTHER INTANGIBLE ASSETS
  ElectricalProducts
    
    
    Tools
    
    
    Total(in millions)Balance December 31, 2005
    
    $
    1,782.2
    
    
    $
    301.8
    
    
    $
    2,084.0Additions to goodwill
    
    
    188.2
    
    
    
    
    
    
    
    188.2Disposal of business
    
    
    (4.9
    )
    
    
    
    
    
    
    (4.9
    )Translation adjustments
    
    
    67.8
    
    
    
    1.8
    
    
    
    69.6Balance December 31, 2006
    
    
    2,033.3
    
    
    
    303.6
    
    
    
    2,336.9Additions to goodwill
    
    
    181.0
    
    
    
    
    
    
    
    181.0Translation adjustments
    
    
    18.8
    
    
    
    3.6
    
    
    
    22.4Balance December 31, 2007
    
    $
    2,233.1
    
    
    $
    307.2
    
    
    $
    2,540.3
  F-13




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  NOTE 7: ACCRUED LIABILITIES
 December 31,2007
    
    
    2006(in millions)Salaries, wages and employee benefit plans
    
    $
    234.8
    
    
    $
    228.5Commissions and customer incentives
    
    
    154.2
    
    
    
    135.0Product and environmental liability accruals
    
    
    37.4
    
    
    
    34.1Other (individual items less than 5% of total current liabilities)
    
    
    140.3
    
    
    
    124.7$
    566.7
    
    
    $
    522.3
     F-14




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
   2007
    
    
    2006
    
    
    2005(in millions)Balance, beginning of year
    
    $
    
    
    
    $
    6.3
    
    
    $
    11.0Spending
    
    
    
    
    
    
    (6.3
    )
    
    
    (4.7
    )Balance, end of year
    
    $
    
    
    
    $
    
    
    
    $
    6.3
  NOTE 8: DEBT AND LEASE COMMITMENTS
 December 31,2007
    
    
    2006(in millions)5.25% senior unsecured notes, due July 2007
    
    $
    
    
    
    $
    293.35.50% senior unsecured notes, due November 2009
    
    
    275.0
    
    
    
    275.05.25% senior unsecured notes, due November 2012
    
    
    325.0
    
    
    
    325.06.10% senior unsecured notes, due July 2017
    
    
    300.0
    
    
    
    6.91% second series medium-term notes, due through 2010
    
    
    2.3
    
    
    
    2.36.38% third series medium-term notes, due through 2008
    
    
    100.0
    
    
    
    100.0Other
    
    
    7.7
    
    
    
    7.9Total long-term debt
    
    
    1,010.0
    
    
    
    1,003.5Current maturities
    
    
    (100.1
    )
    
    
    (300.7
    )Long-term portion
    
    $
    909.9
    
    
    $
    702.8
  F-15




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
    
     NOTE 9: COMMON AND PREFERRED STOCK
    F-16




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
       F-17




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
     NOTE 10: STOCK-BASED COMPENSATION
 Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees
   F-18




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Year EndedDecember 31,2005(in millions)Net income, as reported
    
    $
    163.9Add: Stock-based employee compensation expense included in
reported net income, net of related tax effects
    
    
    24.9Deduct: Total stock-based employee compensation expense determined under
fair value based method for all awards, net of related tax effects
    
    
    (20.9
    )Pro forma net income
    
    $
    167.9Year EndedDecember 31,2005Earnings per share:Basic  as reported
    
    $
    .89Basic  pro forma
    
    $
    .91Diluted  as reported
    
    $
    .87Diluted  pro forma
    
    $
    .88
 Share-Based Payment Statement of Cash Flows
    F-19




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
   Stock Options
   2007
    
    2006
    
    2005Expected volatility
    
    
    19.0
    %
    
    
    18.0
    %
    
    
    27.7
    %Expected dividends
    
    
    1.8
    %
    
    
    1.8
    %
    
    
    2.1
    %Expected term (in years)
    
    
    4.5
    
    
    
    4.5
    
    
    
    5.0Risk-free interest rate
    
    
    4.6
    %
    
    
    4.6
    %
    
    
    3.7
    %
 F-20




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Weighted Average
    
    
    Aggregate IntrinsicWeighted-Average
    
    
    Remaining
    
    
    ValueOptions
    
    Shares
    
    
    Exercise Price
    
    
    Contractual Term
    
    
    (in millions)Outstanding at January 1, 2007
    
    
    8,223,622
    
    
    $
    28.46Granted
    
    
    1,745,700
    
    
    $
    47.30Exercised
    
    
    (2,888,519
    )
    
    $
    23.87Forfeited or expired
    
    
    (298,162
    )
    
    $
    39.30Outstanding at December 31, 2007
    
    
    6,782,641
    
    
    $
    34.80
    
    
    
    4.4
    
    
    $
    122.6Vested or expected to vest at
December 31, 2007
    
    
    6,665,790
    
    
    $
    34.58
    
    
    
    4.2
    
    
    $
    122.0Exercisable at December 31, 2007
    
    
    3,601,042
    
    
    $
    27.28
    
    
    
    3.4
    
    
    $
    92.2
   Performance-Based Shares and Restricted Stock Units
   F-21




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Weighted-AverageGrant-DateNonvested Performance-Based Shares
    
    Shares
    
    
    Fair ValueNonvested at January 1, 2007
    
    
    1,675,132
    
    
    $
    34.47Granted
    
    
    556,000
    
    
    $
    46.01Vested
    
    
    (631,958
    )
    
    $
    28.18Forfeited
    
    
    (81,080
    )
    
    $
    39.32Nonvested at December 31, 2007
    
    
    1,518,094
    
    
    $
    41.06
    Weighted-AverageGrant-DateNonvested Restricted Stock Units
    
    Shares
    
    
    Fair ValueNonvested at January 1, 2007
    
    
    277,100
    
    
    $
    37.92Granted
    
    
    282,900
    
    
    $
    46.78Vested
    
    
    (49,850
    )
    
    $
    37.35Forfeited
    
    
    (21,900
    )
    
    $
    38.78Nonvested at December 31, 2007
    
    
    488,250
    
    
    $
    43.07
    F-22




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
    NOTE 11: ACCUMULATED NONOWNER CHANGES IN EQUITY
 Pension and
    
    
    
    
    
    
    
    
    
    CumulativePostretirement
    
    
    Minimum
    
    
    Derivative
    
    
    TranslationBenefit Plans
    
    
    Pension Liability
    
    
    Instruments
    
    
    Adjustment
    
    
    Total(in millions)Balance December 31, 2004
    
    $
    
    
    
    $
    (67.7
    )
    
    $
    1.5
    
    
    $
    (66.0
    )
    
    $
    (132.2
    )Current year activity
    
    
    
    
    
    
    (11.0
    )
    
    
    4.8
    
    
    
    (37.9
    )
    
    
    (44.1
    )Balance December 31, 2005
    
    
    
    
    
    
    (78.7
    )
    
    
    6.3
    
    
    
    (103.9
    )
    
    
    (176.3
    )Current year activity
    
    
    (86.9
    )
    
    
    78.7
    
    
    
    2.3
    
    
    
    53.8
    
    
    
    47.9Balance December 31, 2006
    
    
    (86.9
    )
    
    
    
    
    
    
    8.6
    
    
    
    (50.1
    )
    
    
    (128.4
    )Current year activity
    
    
    9.7
    
    
    
    
    
    
    
    17.7
    
    
    
    20.3
    
    
    
    47.7Balance December 31, 2007
    
    $
    (77.2
    )
    
    $
    
    
    
    $
    26.3
    
    
    $
    (29.8
    )
    
    $
    (80.7
    )
 2007
    
    
    2006
    
    
    2005Before
    
    
    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
    
    $
    14.9
    
    
    $
    (5.2
    )
    
    $
    9.7
    
    
    $
    (142.0
    )
    
    $
    55.1
    
    
    $
    (86.9
    )
    
    $
    
    
    
    $
    
    
    
    $
    Minimum pension
liability adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130.8
    
    
    
    (52.1
    )
    
    
    78.7
    
    
    
    (18.1
    )
    
    
    7.1
    
    
    
    (11.0
    )Change in fair value of
derivatives
    
    
    29.9
    
    
    
    (12.0
    )
    
    
    17.9
    
    
    
    15.3
    
    
    
    (6.1
    )
    
    
    9.2
    
    
    
    10.7
    
    
    
    (4.3
    )
    
    
    6.4Reclassification to
earnings
    
    
    (0.4
    )
    
    
    0.2
    
    
    
    (0.2
    )
    
    
    (11.4
    )
    
    
    4.5
    
    
    
    (6.9
    )
    
    
    (2.7
    )
    
    
    1.1
    
    
    
    (1.6
    )29.5
    
    
    
    (11.8
    )
    
    
    17.7
    
    
    
    3.9
    
    
    
    (1.6
    )
    
    
    2.3
    
    
    
    8.0
    
    
    
    (3.2
    )
    
    
    4.8Translation adjustment
    
    
    31.3
    
    
    
    (11.0
    )
    
    
    20.3
    
    
    
    82.8
    
    
    
    (29.0
    )
    
    
    53.8
    
    
    
    (58.3
    )
    
    
    20.4
    
    
    
    (37.9
    )Other nonowner
changes in equity
    
    $
    75.7
    
    
    $
    (28.0
    )
    
    $
    47.7
    
    
    $
    75.5
    
    
    $
    (27.6
    )
    
    $
    47.9
    
    
    $
    (68.4
    )
    
    $
    24.3
    
    
    $
    (44.1
    )
 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 31,2007
    
    
    2006
    
    
    2005($ in millions)Components of income from continuing operations
before income taxes:U.S. operations
    
    $
    317.3
    
    
    $
    234.0
    
    
    $
    104.4Non-U.S. operations
    
    
    508.9
    
    
    
    413.7
    
    
    
    390.6Income from continuing operations before
income taxes
    
    $
    826.2
    
    
    $
    647.7
    
    
    $
    495.0Components of income tax expense:Current:U.S. Federal
    
    $
    17.3
    
    
    $
    67.6
    
    
    $
    21.5U.S. state and local
    
    
    10.1
    
    
    
    11.6
    
    
    
    14.2Non-U.S.
    
    
    94.1
    
    
    
    68.8
    
    
    
    46.7121.5
    
    
    
    148.0
    
    
    
    82.4Deferred:U.S. Federal
    
    
    10.7
    
    
    
    21.1
    
    
    
    3.6U.S. state and local
    
    
    8.7
    
    
    
    2.0
    
    
    
    1.7Non-U.S.
    
    
    (7.0
    )
    
    
    (7.7
    )
    
    
    16.212.4
    
    
    
    15.4
    
    
    
    21.5Income tax expense
    
    $
    133.9
    
    
    $
    163.4
    
    
    $
    103.9Total income taxes paid
    
    $
    158.4
    
    
    $
    175.0
    
    
    $
    90.9Effective tax rate reconciliation:U.S. Federal statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State and local income taxes
    
    
    2.0
    
    
    
    1.8
    
    
    
    1.2Non-U.S. Operations
    
    
    (8.3
    )
    
    
    (10.6
    )
    
    
    (13.8
    )Extraterritorial income exclusion
    
    
    (1.9
    )
    
    
    (0.3
    )
    
    
    (0.6
    )Tax credits
    
    
    (0.4
    )
    
    
    (0.5
    )
    
    
    (0.7
    )Federal audit settlements
    
    
    (6.8
    )
    
    
    
    
    
    
    Statute expirations
    
    
    (2.0
    )
    
    
    
    
    
    
    Other
    
    
    (1.4
    )
    
    
    (0.2
    )
    
    
    (0.1
    )Effective tax rate attributable to
continuing operations
    
    
    16.2
    %
    
    
    25.2
    %
    
    
    21.0
    %
 F-24




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 December 31,2007
    
    
    2006(in millions)Components of deferred tax assets and liabilities:Deferred tax assets:Postretirement and other employee welfare benefits
    
    $
    45.2
    
    
    $
    44.6Accrued liabilities
    
    
    340.5
    
    
    
    344.4Pension plans
    
    
    19.1
    
    
    
    19.1Net operating loss carryforward
    
    
    20.8
    
    
    
    23.3Other
    
    
    
    
    
    
    9.9Gross deferred tax assets
    
    
    425.6
    
    
    
    441.3Valuation allowance
    
    
    (7.7
    )
    
    
    (8.4
    )Total deferred tax assets
    
    
    417.9
    
    
    
    432.9Deferred tax liabilities:Property, plant and equipment and intangibles
    
    
    (269.1
    )
    
    
    (223.6
    )Inventories
    
    
    (3.7
    )
    
    
    (8.7
    )Pension plans
    
    
    (12.2
    )
    
    
    (13.6
    )Other
    
    
    (25.7
    )
    
    
    Total deferred tax liabilities
    
    
    (310.7
    )
    
    
    (245.9
    )Net deferred tax asset
    
    $
    107.2
    
    
    $
    187.0
     F-25




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
     Accounting for Uncertainty in
Income Taxes
 (in millions)Balance as of January 1, 2007
    
    $
    113.7Additions for tax positions of the current year
    
    
    9.7Additions for tax positions of prior years
    
    
    Reduction in tax positions for statute expirations
    
    
    (20.7
    )Reduction in tax positions for audit settlements
    
    
    (45.4
    )Balance at December 31,2007
    
    $
    57.3
   NOTE 13: PENSION AND OTHER POSTRETIREMENT BENEFITS
  F-26




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
    Employers Accounting for Defined Benefit Pension and Other Postretirement Plans
 OtherPension Benefits
    
    
    Postretirement Benefits2007
    
    
    2006
    
    
    2007
    
    
    2006(in millions)Change in benefit obligation:Benefit obligation at January 1
    
    $
    768.2
    
    
    $
    783.7
    
    
    $
    94.8
    
    
    $
    105.0Service cost
    
    
    4.0
    
    
    
    16.7
    
    
    
    0.1
    
    
    
    0.1Interest cost
    
    
    41.4
    
    
    
    41.4
    
    
    
    5.2
    
    
    
    5.6Benefit payments
    
    
    (54.0
    )
    
    
    (43.8
    )
    
    
    (8.2
    )
    
    
    (9.3
    )Actuarial (gain) loss
    
    
    (29.6
    )
    
    
    2.7
    
    
    
    1.2
    
    
    
    (3.4
    )Exchange rate changes
    
    
    11.0
    
    
    
    17.3
    
    
    
    
    
    
    
    Settlements
    
    
    (5.0
    )
    
    
    (26.0
    )
    
    
    
    
    
    
    Curtailment
    
    
    
    
    
    
    (5.7
    )
    
    
    
    
    
    
    (3.2
    )Amendments
    
    
    0.5
    
    
    
    (21.7
    )
    
    
    
    
    
    
    Other
    
    
    2.3
    
    
    
    3.6
    
    
    
    
    
    
    
    Benefit obligation at December 31
    
    
    738.8
    
    
    
    768.2
    
    
    
    93.1
    
    
    
    94.8Change in plan assets:Fair value of plan assets at January 1
    
    
    666.7
    
    
    
    650.1
    
    
    
    
    
    
    
    Actual return on plan assets
    
    
    32.2
    
    
    
    63.4
    
    
    
    
    
    
    
    Employer contributions
    
    
    6.4
    
    
    
    9.8
    
    
    
    8.2
    
    
    
    9.3Benefit payments
    
    
    (54.0
    )
    
    
    (43.8
    )
    
    
    (8.2
    )
    
    
    (9.3
    )Exchange rate changes
    
    
    1.4
    
    
    
    9.7
    
    
    
    
    
    
    
    Settlements
    
    
    (1.7
    )
    
    
    (23.1
    )
    
    
    
    
    
    
    Other
    
    
    0.6
    
    
    
    0.6
    
    
    
    
    
    
    
    Fair value of plan assets at December 31
    
    
    651.6
    
    
    
    666.7
    
    
    
    
    
    
    
    Net amount recognized (funded status)
    
    $
    (87.2
    )
    
    $
    (101.5
    )
    
    $
    (93.1
    )
    
    $
    (94.8
    )
 F-27




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 OtherPension Benefits
    
    
    Postretirement Benefits2007
    
    
    2006
    
    
    2007
    
    
    2006(in millions)Assets and liabilities recognized in the balance sheet
consist of:Noncurrent assets
    
    $
    33.6
    
    
    $
    41.9
    
    
    $
    
    
    
    $
    Accrued liabilities
    
    
    (7.6
    )
    
    
    (4.4
    )
    
    
    (11.6
    )
    
    
    (11.6
    )Long-term liabilities
    
    
    (113.2
    )
    
    
    (139.0
    )
    
    
    (81.5
    )
    
    
    (83.2
    )$
    (87.2
    )
    
    $
    (101.5
    )
    
    $
    (93.1
    )
    
    $
    (94.8
    )
 OtherPension Benefits
    
    
    Postretirement Benefits2007
    
    
    2006
    
    
    2007
    
    
    2006(in millions)Amounts recognized in accumulated other
nonowner changes in equity consist of:Net actuarial (gain) loss
    
    $
    196.0
    
    
    $
    217.6
    
    
    $
    (35.3
    )
    
    $
    (39.1
    )Prior service cost
    
    
    (16.3
    )
    
    
    (19.0
    )
    
    
    (15.5
    )
    
    
    (17.5
    )$
    179.7
    
    
    $
    198.6
    
    
    $
    (50.8
    )
    
    $
    (56.6
    )
  Before Application
    
    
    
    
    
    After Applicationof SFAS No. 158
    
    Adjustments
    
    of SFAS No. 158(in millions)Deferred income taxes and other
noncurrent assets
    
    $
    335.6
    
    
    $
    (156.8
    )
    
    $
    178.8Accrued liabilities
    
    
    541.9
    
    
    
    (19.6
    )
    
    
    522.3Postretirement benefits other than
pensions
    
    
    139.8
    
    
    
    (56.6
    )
    
    
    83.2Other long-term liabilities
    
    
    356.6
    
    
    
    (72.4
    )
    
    
    284.2Accumulated other nonowner
changes in equity
    
    
    (120.2
    )
    
    
    (8.2
    )
    
    
    (128.4
    )
   F-28




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Pension Benefits
    
    
    Other Postretirement Benefits2007
    
    
    2006
    
    
    2005
    
    
    2007
    
    
    2006
    
    
    2005(in millions)Components of net periodic benefit cost:Service cost
    
    $
    4.0
    
    
    $
    16.7
    
    
    $
    17.5
    
    
    $
    0.1
    
    
    $
    0.1
    
    
    $
    0.2Interest cost
    
    
    41.4
    
    
    
    41.4
    
    
    
    41.0
    
    
    
    5.2
    
    
    
    5.6
    
    
    
    6.8Expected return on plan assets
    
    
    (51.1
    )
    
    
    (49.1
    )
    
    
    (50.7
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    (2.1
    )
    
    
    0.5
    
    
    
    0.6
    
    
    
    (2.0
    )
    
    
    (2.0
    )
    
    
    (0.4
    )Recognized actuarial (gain) loss
    
    
    10.9
    
    
    
    13.2
    
    
    
    10.0
    
    
    
    (2.6
    )
    
    
    (2.9
    )
    
    
    (3.0
    )Settlement loss
    
    
    0.7
    
    
    
    4.1
    
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    Curtailment (gain) loss
    
    
    0.1
    
    
    
    4.2
    
    
    
    
    
    
    
    
    
    
    
    (3.2
    )
    
    
    Net periodic benefit cost
    
    $
    3.9
    
    
    $
    31.0
    
    
    $
    18.9
    
    
    $
    0.7
    
    
    $
    (2.4
    )
    
    $
    3.6
  OtherPension Benefits
    
    Postretirement Benefits2007
    
    2006
    
    2007
    
    2006Weighted average assumptions
used to determine benefit
obligations as of December
31:Discount rate
    
    
    4.50% - 6.00
    %
    
    
    4.50% - 5.75
    %
    
    
    6.00
    %
    
    
    5.75
    %Rate of compensation increase
    
    
    2.75% - 3.50
    %
    
    
    2.75% - 4.00
    %
    
    
    
    
    
    
    
 OtherPension Benefits
    
    Postretirement Benefits2007
    
    2006
    
    2007
    
    2006Weighted average assumptions
used to determine net costs
for the years ended December
31:Discount rate
    
    
    4.50% - 5.75
    %
    
    
    4.25% - 5.60
    %
    
    
    5.75
    %
    
    
    5.60
    %Expected return on plan assets
    
    
    6.00% - 8.25
    %
    
    
    6.00% - 8.25
    %
    
    
    
    
    
    
    Rate of compensation increase
    
    
    2.75% - 3.50
    %
    
    
    2.75% - 4.00
    %
    
    
    
    
    
    
    
 2007
    
    2006Assumed healthcare cost trend rates:Healthcare cost trend rate assumed for next year
    
    
    8.00
    %
    
    
    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
    
    
    2010
    
    
    
    2010
 1-Percentage-
    
    1-Percentage-Point Increase
    
    Point Decrease(in millions)A one-percentage-point change in the assumed health
care cost trend rate would have the following effects:Effect on total of service and interest cost components
    
    $
    0.3
    
    
    $
    (0.3
    )Effect on the postretirement benefit obligation
    
    $
    4.6
    
    
    $
    (4.1
    )
 F-29




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
  Percentage of Plan Assets atDecember 31,Asset Category
    
    2007
    
    2006Equity Securities
    
    
    60
    %
    
    
    60
    %Debt Securities
    
    
    40
    %
    
    
    40
    %100
    %
    
    
    100
    %
       NOTE 14: RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
   F-30




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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,
    
    
    Year Ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2007
    
    
    2006
    
    
    2005(in millions)Electrical Products
    
    $
    5,108.4
    
    
    $
    4,426.0
    
    
    $
    3,997.5
    
    
    $
    848.2
    
    
    $
    703.2
    
    
    $
    585.0
    
    
    $
    4,492.6
    
    
    $
    3,960.8
    
    
    $
    3,600.9Tools
    
    
    794.7
    
    
    
    758.6
    
    
    
    732.9
    
    
    
    94.0
    
    
    
    85.6
    
    
    
    66.7
    
    
    
    689.5
    
    
    
    686.6
    
    
    
    700.5Total management reporting
    
    $
    5,903.1
    
    
    $
    5,184.6
    
    
    $
    4,730.4
    
    
    
    942.2
    
    
    
    788.8
    
    
    
    651.7
    
    
    
    5,182.1
    
    
    
    4,647.4
    
    
    
    4,301.4General Corporate expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (98.1
    )
    
    
    (94.7
    )
    
    
    (91.9
    )Income from Belden agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33.1
    
    
    
    5.1
    
    
    
    Operating earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    877.2
    
    
    
    699.2
    
    
    
    559.8Interest expense, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51.0
    )
    
    
    (51.5
    )
    
    
    (64.8
    )Consolidated income from
continuing operations
before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    826.2
    
    
    $
    647.7
    
    
    $
    495.0Corporate assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    951.4
    
    
    
    727.4
    
    
    
    913.7Consolidated assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,133.5
    
    
    $
    5,374.8
    
    
    $
    5,215.1
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COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Electrical
    
    
    
    
    
    
    
    
    
    
    ConsolidatedProducts
    
    
    Tools
    
    
    Corporate
    
    
    Total(in millions)2007Depreciation 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
    
    
    
    
    
    
    
    
    
    
    
    21.32005Depreciation and
amortization
    
    $
    88.7
    
    
    $
    20.1
    
    
    $
    2.2
    
    
    $
    111.0Capital expenditures
    
    
    69.9
    
    
    
    12.4
    
    
    
    14.4
    
    
    
    96.7Investment in
unconsolidated affiliates
    
    
    21.6
    
    
    
    
    
    
    
    
    
    
    
    21.6
 Geographic Information
  Revenues
    
    
    Long-Lived Assets2007
    
    
    2006
    
    
    2005
    
    
    2007
    
    
    2006
    
    
    2005(in millions)United States
    
    $
    4,212.7
    
    
    $
    3,781.1
    
    
    $
    3,459.5
    
    
    $
    509.3
    
    
    $
    490.0
    
    
    $
    726.3Germany
    
    
    296.1
    
    
    
    253.5
    
    
    
    235.0
    
    
    
    42.8
    
    
    
    38.7
    
    
    
    35.0United Kingdom
    
    
    368.4
    
    
    
    305.3
    
    
    
    311.3
    
    
    
    48.6
    
    
    
    41.1
    
    
    
    57.2Canada
    
    
    241.2
    
    
    
    226.3
    
    
    
    205.1
    
    
    
    4.3
    
    
    
    0.7
    
    
    
    0.8Mexico
    
    
    187.5
    
    
    
    172.4
    
    
    
    139.2
    
    
    
    82.3
    
    
    
    83.2
    
    
    
    87.7Other countries
    
    
    597.2
    
    
    
    446.0
    
    
    
    380.3
    
    
    
    100.9
    
    
    
    80.2
    
    
    
    69.0$
    5,903.1
    
    
    $
    5,184.6
    
    
    $
    4,730.4
    
    
    $
    788.2
    
    
    $
    733.9
    
    
    $
    976.0
  International Revenues2007
    
    
    2006
    
    
    2005(in millions)Electrical Products
    
    $
    1,646.1
    
    
    $
    1,312.5
    
    
    $
    1,152.6Tools
    
    
    377.4
    
    
    
    343.0
    
    
    
    312.9$
    2,023.5
    
    
    $
    1,655.5
    
    
    $
    1,465.5
 NOTE 16: CHARGE RELATED TO DISCONTINUED OPERATIONS
  F-32




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COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
      F-33




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




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




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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-36




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COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
        
  F-37




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COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
    December 31,2007
    
    
    2006(in millions)U.S. Dollar
    
    $
    552.6
    
    
    $
    224.3Euro
    
    
    154.7
    
    
    
    122.5Mexican Peso
    
    
    39.1
    
    
    
    23.2British Pound Sterling
    
    
    25.0
    
    
    
    8.5Other
    
    
    14.3
    
    
    
    0.7$
    785.7
    
    
    $
    379.2
 Other Instruments
  Concentrations of Credit Risk
  Fair Value of Financial Instruments Other than Derivatives
  F-38




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COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 18: NET INCOME PER COMMON SHARE
 Basic
    
    
    DilutedYear Ended December 31,
    
    
    Year Ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2007
    
    
    2006
    
    
    2005($ in millions, shares in thousands)Income from continuing operations
    
    $
    692.3
    
    
    $
    484.3
    
    
    $
    391.1
    
    
    $
    692.3
    
    
    $
    484.3
    
    
    $
    391.1Charge from discontinued operations
    
    
    
    
    
    
    20.3
    
    
    
    227.2
    
    
    
    
    
    
    
    20.3
    
    
    
    227.2Net income applicable to common stock
    
    $
    692.3
    
    
    $
    464.0
    
    
    $
    163.9
    
    
    $
    692.3
    
    
    $
    464.0
    
    
    $
    163.9Weighted average common shares outstanding
    
    
    182,290
    
    
    
    183,546
    
    
    
    185,040
    
    
    
    182,290
    
    
    
    183,546
    
    
    
    185,040Incremental shares from assumed conversions:Options, performance-based stock awards
and other employee awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,238
    
    
    
    4,038
    
    
    
    5,058Weighted average common shares and
common share equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    185,528
    
    
    
    187,584
    
    
    
    190,098
  F-39




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COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 19: UNAUDITED QUARTERLY OPERATING RESULTS
 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
    
    
    
    38.0Income from continuing operations
    
    
    131.9
    
    
    
    209.2
    
    
    
    171.9
    
    
    
    179.3Charge related to discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    $
    131.9
    
    
    $
    209.2
    
    
    $
    171.9
    
    
    $
    179.3Income per Common shareBasic:Income from continuing operations
    
    $
    .72
    
    
    $
    1.14
    
    
    $
    .94
    
    
    $
    1.00Charge from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    $
    .72
    
    
    $
    1.14
    
    
    $
    .94
    
    
    $
    1.00Diluted:Income from continuing operations
    
    $
    .71
    
    
    $
    1.12
    
    
    $
    .93
    
    
    $
    .98Charge from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    $
    .71
    
    
    $
    1.12
    
    
    $
    .93
    
    
    $
    .98
 2006 (by quarter)1
    
    
    2
    
    
    3
    
    
    4(in millions, except per share data)Revenues
    
    $
    1,240.9
    
    
    $
    1,287.8
    
    
    $
    1,314.6
    
    
    $
    1,341.3Cost of sales
    
    
    846.8
    
    
    
    870.3
    
    
    
    887.2
    
    
    
    917.2Selling and administrative expenses
    
    
    237.5
    
    
    
    244.3
    
    
    
    240.8
    
    
    
    246.4Operating earnings
    
    
    156.6
    
    
    
    173.2
    
    
    
    186.6
    
    
    
    177.7Income from Belden agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.1Interest expense, net
    
    
    12.1
    
    
    
    12.4
    
    
    
    14.0
    
    
    
    13.0Income from continuing operations before income taxes
    
    
    144.5
    
    
    
    160.8
    
    
    
    172.6
    
    
    
    169.8Income taxes
    
    
    36.8
    
    
    
    41.0
    
    
    
    44.4
    
    
    
    41.2Income from continuing operations
    
    
    107.7
    
    
    
    119.8
    
    
    
    128.2
    
    
    
    128.6Charge related to discontinued operations
    
    
    
    
    
    
    20.3
    
    
    
    
    
    
    
    Net income
    
    $
    107.7
    
    
    $
    99.5
    
    
    $
    128.2
    
    
    $
    128.6Income per Common shareBasic:Income from continuing operations
    
    $
    .59
    
    
    $
    .65
    
    
    $
    .70
    
    
    $
    .71Charge from discontinued operations
    
    
    
    
    
    
    .11
    
    
    
    
    
    
    
    Net income
    
    $
    .59
    
    
    $
    .54
    
    
    $
    .70
    
    
    $
    .71Diluted:Income from continuing operations
    
    $
    .57
    
    
    $
    .64
    
    
    $
    .69
    
    
    $
    .69Charge from discontinued operations
    
    
    
    
    
    
    .11
    
    
    
    
    
    
    
    Net income
    
    $
    .57
    
    
    $
    .53
    
    
    $
    .69
    
    
    $
    .69
 F-40




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 NOTE 20: CONSOLIDATING FINANCIAL INFORMATION
  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
    
    
    
    
    
    
    
    133.9Income from continuing
operations
    
    
    608.0
    
    
    
    (8.5
    )
    
    
    330.0
    
    
    
    355.4
    
    
    
    906.0
    
    
    
    (1,498.6
    )
    
    
    692.3Charge related to
discontinued operations,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    $
    608.0
    
    
    $
    (8.5
    )
    
    $
    330.0
    
    
    $
    355.4
    
    
    $
    906.0
    
    
    $
    (1,498.6
    )
    
    $
    692.3
 F-41




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Income Statements
Year Ended December 31, 2006
 CooperCooper
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    Industries, 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 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
 Consolidating Income Statements
Year Ended December 31, 2005
 CooperCooper
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    Industries, LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalRevenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,124.2
    
    
    $
    1,745.7
    
    
    $
    (139.5
    )
    
    $
    4,730.4Cost of sales
    
    
    0.2
    
    
    
    0.4
    
    
    
    1.1
    
    
    
    2,203.4
    
    
    
    1,178.2
    
    
    
    (139.5
    )
    
    
    3,243.8Selling and administrative
expenses
    
    
    8.9
    
    
    
    9.8
    
    
    
    70.4
    
    
    
    495.8
    
    
    
    341.9
    
    
    
    
    
    
    
    926.8Interest expense, net
    
    
    (1.1
    )
    
    
    51.3
    
    
    
    (1.3
    )
    
    
    
    
    
    
    15.9
    
    
    
    
    
    
    
    64.8Equity in earnings of
subsidiaries, net of tax
    
    
    259.1
    
    
    
    55.9
    
    
    
    100.7
    
    
    
    117.5
    
    
    
    39.9
    
    
    
    (573.1
    )
    
    
    Intercompany income
(expense)
    
    
    (6.7
    )
    
    
    (59.0
    )
    
    
    (73.7
    )
    
    
    (373.6
    )
    
    
    593.5
    
    
    
    (80.5
    )
    
    
    Income (loss) from
continuing operations
before income taxes
    
    
    244.4
    
    
    
    (64.6
    )
    
    
    (43.2
    )
    
    
    168.9
    
    
    
    843.1
    
    
    
    (653.6
    )
    
    
    495.0Income tax expense
(benefit)
    
    
    
    
    
    
    (44.7
    )
    
    
    (82.9
    )
    
    
    15.1
    
    
    
    216.4
    
    
    
    
    
    
    
    103.9Income from continuing
operations
    
    
    244.4
    
    
    
    (19.9
    )
    
    
    39.7
    
    
    
    153.8
    
    
    
    626.7
    
    
    
    (653.6
    )
    
    
    391.1Charge related to
discontinued operations,
net of taxes
    
    
    
    
    
    
    227.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    227.2Net income (loss)
    
    $
    244.4
    
    
    $
    (247.1
    )
    
    $
    39.7
    
    
    $
    153.8
    
    
    $
    626.7
    
    
    $
    (653.6
    )
    
    $
    163.9
 F-42




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Balance Sheets
December 31, 2007
 CooperCooper
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    Industries, 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
    )
    
    
    Deferred income taxes and
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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    330.0Other 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-43




---



##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Balance Sheets
December 31, 2006
 CooperCooper
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    Industries, LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    11.5
    
    
    $
    
    
    
    $
    204.9
    
    
    $
    (2.8
    )
    
    $
    209.9
    
    
    $
    
    
    
    $
    423.5Receivables
    
    
    0.2
    
    
    
    
    
    
    
    0.4
    
    
    
    469.3
    
    
    
    426.1
    
    
    
    
    
    
    
    896.0Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    348.6
    
    
    
    259.0
    
    
    
    
    
    
    
    607.6Deferred income taxes and
other current assets
    
    
    1.1
    
    
    
    141.4
    
    
    
    51.9
    
    
    
    25.6
    
    
    
    46.6
    
    
    
    
    
    
    
    266.6Total current assets
    
    
    12.8
    
    
    
    141.4
    
    
    
    257.2
    
    
    
    840.7
    
    
    
    941.6
    
    
    
    
    
    
    
    2,193.7Property, plant and
equipment, less
accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    49.8
    
    
    
    320.0
    
    
    
    295.6
    
    
    
    
    
    
    
    665.4Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,025.0
    
    
    
    1,311.9
    
    
    
    
    
    
    
    2,336.9Investment in subsidiaries
    
    
    3,554.6
    
    
    
    570.0
    
    
    
    4,081.8
    
    
    
    1,219.2
    
    
    
    1,346.2
    
    
    
    (10,771.8
    )
    
    
    Investment in parent
    
    
    
    
    
    
    
    
    
    
    2,811.2
    
    
    
    
    
    
    
    312.8
    
    
    
    (3,124.0
    )
    
    
    Intercompany accounts
receivable
    
    
    686.3
    
    
    
    806.5
    
    
    
    
    
    
    
    1,289.0
    
    
    
    598.6
    
    
    
    (3,380.4
    )
    
    
    Intercompany notes
receivable
    
    
    91.8
    
    
    
    24.9
    
    
    
    758.5
    
    
    
    0.7
    
    
    
    4,067.3
    
    
    
    (4,943.2
    )
    
    
    Deferred income taxes and
other noncurrent assets
    
    
    
    
    
    
    20.0
    
    
    
    2.0
    
    
    
    23.0
    
    
    
    133.8
    
    
    
    
    
    
    
    178.8Total assets
    
    $
    4,345.5
    
    
    $
    1,562.8
    
    
    $
    7,960.5
    
    
    $
    4,717.6
    
    
    $
    9,007.8
    
    
    $
    (22,219.4
    )
    
    $
    5,374.8Short-term debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    5.0
    
    
    $
    
    
    
    $
    5.0Accounts payable
    
    
    32.1
    
    
    
    17.2
    
    
    
    4.5
    
    
    
    225.9
    
    
    
    192.0
    
    
    
    
    
    
    
    471.7Accrued liabilities
    
    
    5.2
    
    
    
    43.4
    
    
    
    84.5
    
    
    
    230.0
    
    
    
    159.2
    
    
    
    
    
    
    
    522.3Current discontinued
operations liability
    
    
    
    
    
    
    199.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    199.6Current maturities of
long-term debt
    
    
    
    
    
    
    300.0
    
    
    
    
    
    
    
    
    
    
    
    0.7
    
    
    
    
    
    
    
    300.7Total current liabilities
    
    
    37.3
    
    
    
    560.2
    
    
    
    89.0
    
    
    
    455.9
    
    
    
    356.9
    
    
    
    
    
    
    
    1,499.3Long-term debt
    
    
    
    
    
    
    370.5
    
    
    
    323.9
    
    
    
    8.0
    
    
    
    0.4
    
    
    
    
    
    
    
    702.8Intercompany accounts
payable
    
    
    
    
    
    
    
    
    
    
    3,380.4
    
    
    
    
    
    
    
    
    
    
    
    (3,380.4
    )
    
    
    Intercompany notes
payable
    
    
    552.3
    
    
    
    329.9
    
    
    
    1,901.4
    
    
    
    1,707.3
    
    
    
    452.3
    
    
    
    (4,943.2
    )
    
    
    Long-term discontinued
operations liability
    
    
    
    
    
    
    330.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    330.0Other long-term
liabilities
    
    
    
    
    
    
    (57.7
    )
    
    
    119.2
    
    
    
    172.9
    
    
    
    133.0
    
    
    
    
    
    
    
    367.4Total liabilities
    
    
    589.6
    
    
    
    1,532.9
    
    
    
    5,813.9
    
    
    
    2,344.1
    
    
    
    942.6
    
    
    
    (8,323.6
    )
    
    
    2,899.5Class A common stock
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    0.9Class B common stock
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.5
    )
    
    
    Subsidiary common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500.3
    
    
    
    (500.3
    )
    
    
    Capital in excess of
par value
    
    
    3,392.0
    
    
    
    
    
    
    
    56.2
    
    
    
    1,431.5
    
    
    
    5,174.7
    
    
    
    (9,776.0
    )
    
    
    278.4Retained earnings
    
    
    358.4
    
    
    
    128.3
    
    
    
    2,230.1
    
    
    
    943.3
    
    
    
    2,485.6
    
    
    
    (3,821.3
    )
    
    
    2,324.4Accumulated other non-
owner changes in equity
    
    
    4.0
    
    
    
    (98.4
    )
    
    
    (139.7
    )
    
    
    (1.3
    )
    
    
    (95.4
    )
    
    
    202.4
    
    
    
    (128.4
    )Total shareholders equity
    
    
    3,755.9
    
    
    
    29.9
    
    
    
    2,146.6
    
    
    
    2,373.5
    
    
    
    8,065.2
    
    
    
    (13,895.8
    )
    
    
    2,475.3Total liabilities and
shareholders equity
    
    $
    4,345.5
    
    
    $
    1,562.8
    
    
    $
    7,960.5
    
    
    $
    4,717.6
    
    
    $
    9,007.8
    
    
    $
    (22,219.4
    )
    
    $
    5,374.8
 F-44




---



##### 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
    )Investment 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
    
    
    
    Purchase of common shares
    
    
    (255.3
    )
    
    
    
    
    
    
    (88.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (343.9
    )Excess tax benefits from
stock options and awards
    
    
    
    
    
    
    
    
    
    
    25.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25.8Issuance of stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62.9
    
    
    
    (62.9
    )
    
    
    Employee stock plan
activity 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-45




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Statements of Cash Flows
Year Ended December 31, 2006
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalNet cash provided by (used
in) operating activities
    
    $
    (20.9
    )
    
    $
    (18.8
    )
    
    $
    (11.7
    )
    
    $
    129.3
    
    
    $
    523.5
    
    
    $
    
    
    
    $
    601.4Cash flows from investing
activities:Capital expenditures
    
    
    
    
    
    
    
    
    
    
    (15.3
    )
    
    
    (37.2
    )
    
    
    (32.8
    )
    
    
    
    
    
    
    (85.3
    )Cash paid for acquired
businesses
    
    
    
    
    
    
    
    
    
    
    (45.0
    )
    
    
    (229.6
    )
    
    
    (5.8
    )
    
    
    
    
    
    
    (280.4
    )Investment in affiliates
    
    
    (12.3
    )
    
    
    
    
    
    
    (36.7
    )
    
    
    
    
    
    
    
    
    
    
    49.0
    
    
    
    Loans to affiliates
    
    
    (192.0
    )
    
    
    
    
    
    
    (44.5
    )
    
    
    
    
    
    
    (539.1
    )
    
    
    775.6
    
    
    
    Repayments of loans from
affiliates
    
    
    146.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    199.3
    
    
    
    (345.5
    )
    
    
    Dividends from affiliates
    
    
    5.0
    
    
    
    5.5
    
    
    
    91.7
    
    
    
    18.1
    
    
    
    7.9
    
    
    
    (128.2
    )
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0
    
    
    
    17.9
    
    
    
    
    
    
    
    18.9Net cash provided by (used
in) investing activities
    
    
    (53.1
    )
    
    
    5.5
    
    
    
    (49.8
    )
    
    
    (247.7
    )
    
    
    (352.6
    )
    
    
    350.9
    
    
    
    (346.8
    )Cash flows from financing
activities:Repayments of debt
    
    
    
    
    
    
    (11.0
    )
    
    
    
    
    
    
    
    
    
    
    (3.8
    )
    
    
    
    
    
    
    (14.8
    )Borrowings from affiliates
    
    
    271.2
    
    
    
    44.4
    
    
    
    458.4
    
    
    
    1.5
    
    
    
    0.1
    
    
    
    (775.6
    )
    
    
    Repayments of loans to
affiliates
    
    
    (47.3
    )
    
    
    
    
    
    
    (251.8
    )
    
    
    (2.4
    )
    
    
    (44.0
    )
    
    
    345.5
    
    
    
    Other intercompany
financing activities
    
    
    13.0
    
    
    
    (20.1
    )
    
    
    83.7
    
    
    
    120.0
    
    
    
    (196.6
    )
    
    
    
    
    
    
    Dividends
    
    
    (137.0
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (137.0
    )Dividends paid to affiliates
    
    
    (98.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29.6
    )
    
    
    128.2
    
    
    
    Subsidiary purchase of
parent shares
    
    
    20.1
    
    
    
    
    
    
    
    (284.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (264.2
    )Issuance of stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49.0
    
    
    
    (49.0
    )
    
    
    Excess tax benefits from
stock options and awards
    
    
    
    
    
    
    
    
    
    
    26.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26.8Employee stock plan
activity and other
    
    
    
    
    
    
    
    
    
    
    89.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89.2Net cash provided by (used
in) financing activities
    
    
    21.4
    
    
    
    13.3
    
    
    
    122.0
    
    
    
    119.1
    
    
    
    (224.9
    )
    
    
    (350.9
    )
    
    
    (300.0
    )Effect of
exchange rate changes on cash and cash
equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16.1
    
    
    
    
    
    
    
    16.1Increase (decrease) in cash
and cash equivalents
    
    
    (52.6
    )
    
    
    
    
    
    
    60.5
    
    
    
    0.7
    
    
    
    (37.9
    )
    
    
    
    
    
    
    (29.3
    )Cash and cash equivalents,
beginning of period
    
    
    64.1
    
    
    
    
    
    
    
    144.4
    
    
    
    (3.5
    )
    
    
    247.8
    
    
    
    
    
    
    
    452.8Cash and cash equivalents,
end of period
    
    $
    11.5
    
    
    $
    
    
    
    $
    204.9
    
    
    $
    (2.8
    )
    
    $
    209.9
    
    
    $
    
    
    
    $
    423.5
 F-46




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##### Table of Contents



COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 Consolidating Statements of Cash Flows
Year Ended December 31, 2005
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalNet cash provided by (used in)
operating activities
    
    $
    (10.4
    )
    
    $
    (141.6
    )
    
    $
    2.0
    
    
    $
    103.6
    
    
    $
    619.9
    
    
    $
    
    
    
    $
    573.5Cash flows from investing
activities:Capital expenditures
    
    
    
    
    
    
    
    
    
    
    (14.4
    )
    
    
    (40.7
    )
    
    
    (41.6
    )
    
    
    
    
    
    
    (96.7
    )Cash paid for acquired businesses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.1
    )
    
    
    
    
    
    
    (7.1
    )Investment in affiliates
    
    
    (11.1
    )
    
    
    (225.0
    )
    
    
    (49.2
    )
    
    
    (3.4
    )
    
    
    
    
    
    
    288.7
    
    
    
    Sale of investment in affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130.9
    
    
    
    (130.9
    )
    
    
    Loans to affiliates
    
    
    (46.0
    )
    
    
    (23.5
    )
    
    
    (646.7
    )
    
    
    (0.7
    )
    
    
    (238.3
    )
    
    
    955.2
    
    
    
    Repayments of loans from affiliates
    
    
    27.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46.2
    
    
    
    (73.9
    )
    
    
    Dividends from affiliates
    
    
    10.0
    
    
    
    0.9
    
    
    
    98.4
    
    
    
    52.8
    
    
    
    5.1
    
    
    
    (167.2
    )
    
    
    Other
    
    
    
    
    
    
    1.5
    
    
    
    
    
    
    
    0.6
    
    
    
    11.5
    
    
    
    
    
    
    
    13.6Net cash provided by (used in)
investing activities
    
    
    (19.4
    )
    
    
    (246.1
    )
    
    
    (611.9
    )
    
    
    8.6
    
    
    
    (93.3
    )
    
    
    871.9
    
    
    
    (90.2
    )Cash flows from financing
activities:Proceeds from issuances of debt
    
    
    
    
    
    
    
    
    
    
    325.0
    
    
    
    
    
    
    
    1.4
    
    
    
    
    
    
    
    326.4Repayments of debt
    
    
    
    
    
    
    (229.0
    )
    
    
    
    
    
    
    
    
    
    
    (481.4
    )
    
    
    
    
    
    
    (710.4
    )Borrowings from affiliates
    
    
    235.8
    
    
    
    258.7
    
    
    
    
    
    
    
    5.9
    
    
    
    454.8
    
    
    
    (955.2
    )
    
    
    Repayments of loans to affiliates
    
    
    (46.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27.7
    )
    
    
    73.9
    
    
    
    Other intercompany financing
activities
    
    
    (11.7
    )
    
    
    358.0
    
    
    
    227.6
    
    
    
    (100.6
    )
    
    
    (473.3
    )
    
    
    
    
    
    
    Dividends
    
    
    (138.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (138.1
    )Dividends paid to affiliates
    
    
    (70.2
    )
    
    
    
    
    
    
    
    
    
    
    (22.2
    )
    
    
    (74.8
    )
    
    
    167.2
    
    
    
    Subsidiary
purchase of parent shares
    
    
    12.8
    
    
    
    
    
    
    
    (113.3
    )
    
    
    
    
    
    
    (110.5
    )
    
    
    
    
    
    
    (211.0
    )Issuance of stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    157.8
    
    
    
    (157.8
    )
    
    
    Employee stock plan activity and
other
    
    
    
    
    
    
    
    
    
    
    68.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68.9Net cash provided by (used in)
financing activities
    
    
    (17.6
    )
    
    
    387.7
    
    
    
    508.2
    
    
    
    (116.9
    )
    
    
    (553.7
    )
    
    
    (871.9
    )
    
    
    (664.2
    )Effect of exchange rate changes on
cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19.1
    )
    
    
    
    
    
    
    (19.1
    )Decrease in cash and cash
equivalents
    
    
    (47.4
    )
    
    
    
    
    
    
    (101.7
    )
    
    
    (4.7
    )
    
    
    (46.2
    )
    
    
    
    
    
    
    (200.0
    )Cash and cash equivalents,
beginning of period
    
    
    111.5
    
    
    
    
    
    
    
    246.1
    
    
    
    1.2
    
    
    
    294.0
    
    
    
    
    
    
    
    652.8Cash and cash equivalents, end of
period
    
    $
    64.1
    
    
    $
    
    
    
    $
    144.4
    
    
    $
    (3.5
    )
    
    $
    247.8
    
    
    $
    
    
    
    $
    452.8
 F-47




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##### Table of Contents



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




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##### Table of Contents



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).10.1
    
    Cooper Industries, Inc. Directors Deferred Compensation Plan (incorporated
by reference to Exhibit 10.2 to Coopers Form 10-K for the year ended December 31,
1997).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
    
    Description of Cooper Supplemental Executive Retirement Plan and Base
Salary Deferral Program Adopted effective January 1, 2007 (incorporated by reference
to Exhibit 10.5 to Coopers Form 10-Q for the period ended March 31, 2007).10.8
    
    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).10.9
    
    Third and Fourth Amendments to Management Incentive Compensation Deferral
Plan (incorporated by reference to Exhibit 10.10 to Coopers Form 10-K for the year
ended December 31, 2003).10.10
    
    Crouse-Hinds Company Officers Disability and Supplemental Pension Plan
(September 10, 1999 Restatement, as amended) (incorporated by reference to Exhibit
10.11 to Coopers Form 10-K for the year ended December 31, 2003).10.11
    
    Cooper Industries Amended and Restated Stock Incentive Plan (February 9,
2005 Restatement) (incorporated herein by reference to Exhibit 10.4 to Coopers Form
10-Q for the quarter ended March 31, 2005).10.12
    
    First Amendment to Cooper Industries Amended and Restated Stock Incentive
Plan (February 9, 2005 Restatement) (incorporated by reference to Exhibit 10.13 to
Coopers Form 10-K for the year ended December 31, 2006).




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10.13
    
    Second Amendment to Cooper Industries Amended and Restated Stock Incentive
Plan (February 9, 2005 Restatement) (incorporated by reference to Exhibit 10.2 to
Coopers Form 10-Q for the period ended March 31, 2007).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, 2005 to December 31, 2007 (incorporated by reference to
Exhibit 10.3 to Coopers Form 10-Q for the period ended March 31, 2005).10.17
    
    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).10.18
    
    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).10.19
    
    Cooper Industries Amended and Restated Management Annual Incentive Plan
(February 13, 2006 Restatement) (incorporated herein by reference to Appendix C to
Coopers Proxy Statement for the Annual Meeting of Shareholders held on April 25,
2006).10.20
    
    First Amendment to Cooper Industries Amended and Restated Management
Annual Incentive Plan (February 13, 2006 Restatement) (incorporated by reference to
Exhibit 10.20 to Coopers Form 10-K for the year ended December 31, 2006).10.21
    
    Amended and Restated Cooper Industries, Ltd. Directors Stock Plan
(February 14, 2006 Restatement) (incorporated herein by reference to Appendix D to
Coopers Proxy Statement for the Annual Meeting of Shareholders held on April 25,
2006).10.22
    
    First Amendment to Cooper Industries, Ltd. Amended and Restated Directors
Stock Plan (February 14, 2006 Restatement) (incorporated by reference to Exhibit 10.3
to Coopers Form 10-Q for the period ended March 31, 2007).10.23
    
    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).10.24
    
    Cooper Industries, Ltd. Amended and Restated Directors Retainer Fee Stock
Plan (April 1, 2003 Restatement) (incorporated by reference to Exhibit 10.21 to
Coopers Form 10-K for the year ended December 31, 2003).10.25
    
    First Amendment to Cooper Industries, Ltd. Amended and Restated Directors
Retainer Fee Stock Plan (April 1, 2003 Restatement) (incorporated by reference to
Exhibit 10.4 to Coopers Form 10-Q for the period ended March 31, 2007).10.26
    
    Form of Management Continuity Agreement between Cooper Industries, Ltd.
and key management personnel, which applies if there is a Change in Control of Cooper




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##### Table of Contents



(incorporated herein by reference to Exhibit 10.5 to Coopers Form 10-Q for the
quarter ended March 31, 2005).10.27
    
    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).10.28
    
    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).10.29
    
    Term Sheet Pneumo Abex Settlement Plan A and Plan B dated as of July 6,
2006 among Cooper Industries, Ltd.; Cooper Industries, LLC; Federal-Mogul
Corporation; Federal-Mogul Products, Inc.; the Future Claimants Representative for
Federal-Mogul Corporation and Federal-Mogul Products, Inc.; the Official Committee of
Asbestos Claimants for Federal-Mogul Corporation and Federal-Mogul Products, Inc.;
Pneumo Abex LLC; and PCT International Holdings, Inc. (incorporated by reference to
Exhibit 99.1 to Coopers Form 8-K dated July 20, 2006).10.30
    
    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).10.31
    
    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).10.32
    
    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).10.33
    
    Form of Executive Employment Agreement for employees who received stock
option and performance share awards on February 13, 2006 (incorporated by reference
to Exhibit 10.1 to Coopers Form 8-K dated March 17, 2006).10.34
    
    Separation and Transition Agreement dated September 1, 2006 between Cooper
Industries, Ltd. and David R. Sheil (incorporated by reference to Exhibit 10.2 to
Coopers Form 10-Q for the quarter ended September 30, 2006).10.35
    
    Separation and Transition Agreement dated January 16, 2007 between Cooper
Industries, Ltd. and Paul M. Isabella (incorporated by reference to Exhibit 10.33 to
Coopers Form 10-K for the year ended December 31, 2006).12.0
    
    Computation of Ratios of Earnings to Fixed Charges for the Calendar years
2003 through 2007.21.0
    
    List of Cooper Industries, Ltd. Subsidiaries.23.1
    
    Consent of Ernst & Young LLP.23.2
    
    Consent of Bates White, LLC.




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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.