##### Table of Contents



10-Q
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarter ended March 31, 2009
 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 No.)
 600 Travis, Suite 5600
    
    Houston, Texas 77002(Address of principal executive offices)
    
    (Zip Code)
  
  
  þ o
 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




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 4. Controls and ProceduresPART II  OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity SecuritiesItem 3. Defaults Upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 6. ExhibitsSignaturesExhibit IndexEX-10.1EX-10.2EX-10.3EX-10.4EX-12EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 COOPER INDUSTRIES, LTD.
CONSOLIDATED INCOME STATEMENTS
(unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008(in millions, except per share data)Revenues
    
    $
    1,256.8
    
    
    $
    1,546.1Cost of sales
    
    
    884.8
    
    
    
    1,022.2Selling and administrative expenses
    
    
    256.9
    
    
    
    301.5Restructuring charges
    
    
    8.8
    
    
    
    Operating earnings
    
    
    106.3
    
    
    
    222.4Interest expense, net
    
    
    15.2
    
    
    
    14.9Income from continuing operations before income taxes
    
    
    91.1
    
    
    
    207.5Income taxes
    
    
    9.9
    
    
    
    54.1Income from continuing operations
    
    
    81.2
    
    
    
    153.4Income related to discontinued operations, net of income taxes
    
    
    18.9
    
    
    
    Net income
    
    $
    100.1
    
    
    $
    153.4Income per common share:Basic:Income from continuing operations
    
    $
    .49
    
    
    $
    .87Income from discontinued operations
    
    
    .11
    
    
    
    Net income
    
    $
    .60
    
    
    $
    .87Diluted:Income from continuing operations
    
    $
    .48
    
    
    $
    .86Income from discontinued operations
    
    
    .11
    
    
    
    Net income
    
    $
    .59
    
    
    $
    .86Cash dividends declared per common share
    
    $
    .25
    
    
    $
    .25
  -2-




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COOPER INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2009
    
    
    2008(unaudited)
    
    
    (Note 1)(in millions)ASSETSCash and cash equivalents
    
    $
    303.9
    
    
    $
    258.8Investments
    
    
    15.6
    
    
    
    21.9Receivables
    
    
    900.1
    
    
    
    1,011.4Inventories
    
    
    610.4
    
    
    
    641.8Current discontinued operations receivable
    
    
    13.2
    
    
    
    17.5Deferred income taxes and other current assets
    
    
    209.7
    
    
    
    246.5Total current assets
    
    
    2,052.9
    
    
    
    2,197.9Property, plant and equipment, less accumulated depreciation
    
    
    715.3
    
    
    
    728.2Goodwill
    
    
    2,554.7
    
    
    
    2,567.3Long-term discontinued operations receivable
    
    
    170.1
    
    
    
    174.8Deferred income taxes and other noncurrent assets
    
    
    531.2
    
    
    
    496.7Total assets
    
    $
    6,024.2
    
    
    $
    6,164.9LIABILITIES AND SHAREHOLDERS EQUITYShort-term debt
    
    $
    19.4
    
    
    $
    25.6Accounts payable
    
    
    451.8
    
    
    
    492.5Accrued liabilities
    
    
    523.8
    
    
    
    618.7Current discontinued operations liability
    
    
    50.2
    
    
    
    50.4Current maturities of long-term debt
    
    
    275.0
    
    
    
    275.0Total current liabilities
    
    
    1,320.2
    
    
    
    1,462.2Long-term debt
    
    
    924.6
    
    
    
    932.5Postretirement benefits other than pensions
    
    
    70.6
    
    
    
    71.2Long-term discontinued operations liability
    
    
    761.5
    
    
    
    764.7Other long-term liabilities
    
    
    315.1
    
    
    
    326.9Total liabilities
    
    
    3,392.0
    
    
    
    3,557.5Common stock, $.01 par value
    
    
    1.7
    
    
    
    1.7Capital in excess of par value
    
    
    
    
    
    
    Retained earnings
    
    
    2,980.7
    
    
    
    2,935.4Accumulated other nonowner changes in equity
    
    
    (350.2
    )
    
    
    (329.7
    )Total shareholders equity
    
    
    2,632.2
    
    
    
    2,607.4Total liabilities and shareholders equity
    
    $
    6,024.2
    
    
    $
    6,164.9
  -3-




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COOPER INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 Three Months EndedMarch 31,2009
    
    
    2008(in millions)Cash flows from operating activities:Net income
    
    $
    100.1
    
    
    $
    153.4Adjust: Income related to discontinued operations
    
    
    (18.9
    )
    
    
    Income from continuing operations
    
    
    81.2
    
    
    
    153.4Adjustments to reconcile to net cash provided by operating activities:Depreciation and amortization
    
    
    35.2
    
    
    
    33.5Deferred income taxes
    
    
    (6.0
    )
    
    
    12.3Excess tax benefits from stock options and awards
    
    
    2.2
    
    
    
    (2.7
    )Restructuring charges
    
    
    8.8
    
    
    
    Changes in assets and liabilities:(1)Receivables
    
    
    99.4
    
    
    
    (35.3
    )Inventories
    
    
    25.1
    
    
    
    (59.9
    )Accounts payable and accrued liabilities
    
    
    (139.0
    )
    
    
    (69.3
    )Discontinued operations assets and liabilities, net
    
    
    36.5
    
    
    
    10.0Other assets and liabilities, net
    
    
    21.8
    
    
    
    23.2Net cash provided by operating activities
    
    
    165.2
    
    
    
    65.2Cash flows from investing activities:Proceeds from short-term investments
    
    
    6.3
    
    
    
    29.8Proceeds from cash restricted for business acquisitions
    
    
    
    
    
    
    284.5Capital expenditures
    
    
    (28.7
    )
    
    
    (23.6
    )Cash paid for acquired businesses
    
    
    (16.6
    )
    
    
    (267.1
    )Proceeds from sales of property, plant and equipment and other
    
    
    0.8
    
    
    
    0.3Net cash provided by (used in) investing activities
    
    
    (38.2
    )
    
    
    23.9Cash flows from financing activities:Proceeds from issuance of debt
    
    
    
    
    
    
    297.6Proceeds from debt derivatives
    
    
    
    
    
    
    0.5Repayments of debt
    
    
    (13.9
    )
    
    
    (192.8
    )Dividends
    
    
    (42.1
    )
    
    
    (38.2
    )Purchases of common shares
    
    
    (25.9
    )
    
    
    (266.4
    )Excess tax benefits from stock options and awards
    
    
    (2.2
    )
    
    
    2.7Proceeds from exercise of stock options and other
    
    
    2.4
    
    
    
    6.0Net cash used in financing activities
    
    
    (81.7
    )
    
    
    (190.6
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (0.2
    )
    
    
    7.9Increase (decrease) in cash and cash equivalents
    
    
    45.1
    
    
    
    (93.6
    )Cash and cash equivalents, beginning of period
    
    
    258.8
    
    
    
    232.8Cash and cash equivalents, end of period
    
    $
    303.9
    
    
    $
    139.2
 
 (1)
    
    Net of the effects of acquisitions and translation.  -4-




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COOPER INDUSTRIES, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 Note 1. Accounting Policies
 Basis of Presentation
  Fair Value Measurements
 Business Combinations Business Combinations
 Noncontrolling Interests in Consolidating Financial Statements Consolidated and Separate Financial Statements
 -5-




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Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No.
133 Accounting for
Derivative Instruments and Hedging Activities
 Reclassification
 Note 2. Restructuring Charges
    ContractInvoluntary Employee
    
    
    TerminationTermination Benefits
    
    
    and OtherHeadcount
    
    
    Dollars
    
    
    Exit Costs($ in millions)Balance at December 31, 2008
    
    
    886
    
    
    $
    28.0
    
    
    $
    1.72009 restructuring actions
    
    
    649
    
    
    
    8.5
    
    
    
    0.3Headcount reductions or costs incurred
    
    
    (1,005
    )
    
    
    (16.6
    )
    
    
    (1.2
    )Balance at March 31, 2009
    
    
    530
    
    
    $
    19.9
    
    
    $
    0.8
  Note 3. Goodwill
 Goodwill and Other
Intangible Assets
 -6-




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Note 4. Stock-Based Compensation
  Note 5. Acquisitions
     Note 6. Inventories
 March 31,
    
    
    December 31,2009
    
    
    2008(in millions)Raw materials
    
    $
    220.4
    
    
    $
    239.3Work-in-process
    
    
    171.3
    
    
    
    163.2Finished goods
    
    
    405.5
    
    
    
    405.0Perishable tooling and supplies
    
    
    13.7
    
    
    
    13.9810.9
    
    
    
    821.4Allowance for excess and obsolete inventory
    
    
    (80.9
    )
    
    
    (77.0
    )Excess of current standard costs over LIFO costs
    
    
    (119.6
    )
    
    
    (102.6
    )Net inventories
    
    $
    610.4
    
    
    $
    641.8
 -7-




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Note 7. Contingencies
   Note 8. Debt
   Note 9. Shareholders Equity
   -8-




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Note 10. Segment Information
 Revenues
    
    
    Operating EarningsThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008(in millions)Electrical Products
    
    $
    1,130.5
    
    
    $
    1,361.6
    
    
    $
    140.0
    
    
    $
    223.5Tools
    
    
    126.3
    
    
    
    184.5
    
    
    
    (3.9
    )
    
    
    17.2Total segments
    
    $
    1,256.8
    
    
    $
    1,546.1
    
    
    
    136.1
    
    
    
    240.7Restructuring charges
    
    
    
    
    
    
    
    
    
    
    8.8
    
    
    
    General Corporate expense
    
    
    
    
    
    
    
    
    
    
    21.0
    
    
    
    18.3Interest expense, net
    
    
    
    
    
    
    
    
    
    
    15.2
    
    
    
    14.9Income from continuing operations
before income taxes
    
    
    
    
    
    
    
    
    
    $
    91.1
    
    
    $
    207.5
 Note 11. Pension and Other Postretirement Benefits
 Other PostretirementPension Benefits
    
    
    BenefitsThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008(in millions)Components of net periodic benefit cost:Service cost
    
    $
    0.8
    
    
    $
    1.0
    
    
    $
    
    
    
    $
    Interest cost
    
    
    10.4
    
    
    
    10.5
    
    
    
    1.2
    
    
    
    1.3Expected return on plan assets
    
    
    (9.7
    )
    
    
    (12.5
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    (0.6
    )
    
    
    (0.5
    )
    
    
    (0.5
    )
    
    
    (0.5
    )Recognized actuarial (gain) loss
    
    
    5.6
    
    
    
    2.4
    
    
    
    (0.8
    )
    
    
    (0.6
    )Net periodic benefit cost
    
    $
    6.5
    
    
    $
    0.9
    
    
    $
    (0.1
    )
    
    $
    0.2
 -9-




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Note 12. Income Taxes
   
  Note 13. Net Income Per Common Share
 Basic
    
    
    DilutedThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008(in millions)Income from continuing operations
    
    $
    81.2
    
    
    $
    153.4
    
    
    $
    81.2
    
    
    $
    153.4Income from discontinued operations
    
    
    18.9
    
    
    
    
    
    
    
    18.9
    
    
    
    Net income applicable to common stock
    
    $
    100.1
    
    
    $
    153.4
    
    
    $
    100.1
    
    
    $
    153.4Weighted average common shares outstanding
    
    
    167.3
    
    
    
    177.1
    
    
    
    167.3
    
    
    
    177.1Incremental shares from assumed conversions:Options, performance-based stock
awards and other employee awards
    
    
    
    
    
    
    
    
    
    
    0.9
    
    
    
    2.2Weighted average common shares and common
share equivalents
    
    
    
    
    
    
    
    
    
    
    168.2
    
    
    
    179.3
 -10-




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Note 14. Net Income and Other Nonowner Changes in Equity
  Three Months EndedMarch 31,2009
    
    
    2008(in millions)Net income
    
    $
    100.1
    
    
    $
    153.4Foreign currency translation gains (losses)
    
    
    (22.9
    )
    
    
    9.7Change in fair value of derivatives
    
    
    0.5
    
    
    
    10.5Net income and other nonowner changes in equity
    
    $
    77.7
    
    
    $
    173.6
 Note 15. Hedging Activities and Fair Value Measurement
 Accounting for Derivative Instruments and Hedging
Activities
    -11-




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 
   (a)
    
    Market approach  Prices and other relevant information generated by market
transactions involving identical or comparable assets or liabilities;(b)
    
    Income approach  Techniques to convert future amounts to a single present
amount based on market expectations (including present value techniques, option-pricing
and excess earnings models);(c)
    
    Cost approach  Amount that would be required to replace the service capacity
of an asset (replacement cost).
  Assets
    
    LiabilitiesSignificant other
    
    Significant otherobservable inputs
    
    observable inputs
    
    Valuation(in millions)
    
    (Level 2)
    
    (Level 2)
    
    TechniqueShort-term investments
    
    $
    15.6
    
    
    $
    
    
    
    
    (a
    )Short-term currency forward
exchange contracts
    
    
    18.8
    
    
    
    (16.3
    )
    
    
    (a
    )Long-term currency forward
exchange contracts
    
    
    91.7
    
    
    
    (40.1
    )
    
    
    (a
    )Short-term commodity swaps
    
    
    0.1
    
    
    
    (21.3
    )
    
    
    (a
    )Long-term cross-currency swaps
    
    
    
    
    
    
    (19.5
    )
    
    
    (a
    )
  -12-




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Assets
    
    LiabilitiesSignificant other
    
    Significant otherobservable inputs
    
    observable inputs
    
    Valuation(in millions)
    
    (Level 2)
    
    (Level 2)
    
    TechniqueShort-term investments
    
    $
    21.9
    
    
    $
    
    
    
    
    (a
    )Short-term currency forward
exchange contracts
    
    
    40.0
    
    
    
    (8.4
    )
    
    
    (a
    )Long-term currency forward
exchange contracts
    
    
    91.3
    
    
    
    (40.0
    )
    
    
    (a
    )Short-term commodity swaps
    
    
    
    
    
    
    (33.5
    )
    
    
    (a
    )Long-term cross-currency swaps
    
    
    
    
    
    
    (29.1
    )
    
    
    (a
    )
    March 31,
    
    
    December 31,2009
    
    
    2008(in millions)U.S. Dollar
    
    $
    665.4
    
    
    $
    502.4Euro
    
    
    331.6
    
    
    
    214.6British Pound Sterling
    
    
    150.0
    
    
    
    151.3Mexican Peso
    
    
    29.4
    
    
    
    40.9Other
    
    
    42.6
    
    
    
    43.8$
    1,219.0
    
    
    $
    953.0
  Note 16. Discontinued Operations Receivable and Liability
 Discontinued Operations Liability
  -13-




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2005
 2007
     -14-




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##### Table of Contents



2008  2009
   Three Months Ended
    
    
    Nine Months EndedMarch 31, 2008
    
    
    September 30, 2008(in millions)Accrual at beginning of period (under Plan A)
    
    $
    509.1
    
    
    $
    509.1Indemnity and defense payments
    
    
    (5.2
    )
    
    
    (16.9
    )Insurance recoveries
    
    
    15.8
    
    
    
    25.4Other
    
    
    (0.6
    )
    
    
    (1.6
    )Accrual at end of period (under Plan A) *
    
    $
    519.1
    
    
    $
    516.0
 
 *
    
    The $516.0 million liability reflects the estimated liability under Plan A immediately prior
to adjusting the accounting on September 30, 2008 to reflect the Plan B Settlement.  -15-




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March 31,
    
    
    December 31,2009
    
    
    2008(in millions)Asbestos liability analysis:Total liability for unpaid, pending and future indemnity and
defense costs at end of period
    
    $
    811.7
    
    
    $
    815.1Asbestos receivable analysisInsurance receivable for previously paid claims and insurance
settlements
    
    $
    66.9
    
    
    $
    74.6Insurance-in-place agreements available for pending and future claims
    
    
    116.4
    
    
    
    117.7Total estimated asbestos receivable at end of period
    
    $
    183.3
    
    
    $
    192.3
 Three Months EndedMarch 31, 2009(in millions)Cash Flow:Indemnity and defense payments
    
    $
    (3.2
    )Insurance recoveries
    
    
    39.9Other
    
    
    (0.2
    )Net cash flow
    
    $
    36.5
  Asbestos Liability Estimate
     -16-




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Asbestos Receivable Estimate
   Critical Accounting Assumptions
   -17-




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##### Table of Contents



Note 17. Consolidating Financial Information
  Consolidating Income Statements
Three Months Ended March 31, 2009
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalRevenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    769.4
    
    
    $
    604.7
    
    
    $
    (117.3
    )
    
    $
    1,256.8Cost of sales
    
    
    
    
    
    
    (0.6
    )
    
    
    0.1
    
    
    
    575.1
    
    
    
    427.5
    
    
    
    (117.3
    )
    
    
    884.8Selling and administrative
expenses
    
    
    2.9
    
    
    
    2.4
    
    
    
    17.6
    
    
    
    123.7
    
    
    
    110.3
    
    
    
    
    
    
    
    256.9Restructuring charges
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    3.5
    
    
    
    3.9
    
    
    
    
    
    
    
    8.8Interest expense, net
    
    
    0.1
    
    
    
    4.0
    
    
    
    11.5
    
    
    
    
    
    
    
    (0.4
    )
    
    
    
    
    
    
    15.2Equity in earnings of
subsidiaries, net of tax
    
    
    144.0
    
    
    
    (4.3
    )
    
    
    48.4
    
    
    
    13.4
    
    
    
    69.2
    
    
    
    (270.7
    )
    
    
    Intercompany income
(expense)
    
    
    (7.8
    )
    
    
    (11.4
    )
    
    
    24.1
    
    
    
    (35.0
    )
    
    
    63.2
    
    
    
    (33.1
    )
    
    
    Income (loss) from
continuing operations
before income taxes
    
    
    133.2
    
    
    
    (21.5
    )
    
    
    41.9
    
    
    
    45.5
    
    
    
    195.8
    
    
    
    (303.8
    )
    
    
    91.1Income tax expense
(benefit)
    
    
    
    
    
    
    (7.5
    )
    
    
    (27.3
    )
    
    
    14.5
    
    
    
    30.2
    
    
    
    
    
    
    
    9.9Income (loss) from
continuing operations
    
    
    133.2
    
    
    
    (14.0
    )
    
    
    69.2
    
    
    
    31.0
    
    
    
    165.6
    
    
    
    (303.8
    )
    
    
    81.2Income from discontinued
operations, net of tax
    
    
    
    
    
    
    18.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18.9Net income
    
    $
    133.2
    
    
    $
    4.9
    
    
    $
    69.2
    
    
    $
    31.0
    
    
    $
    165.6
    
    
    $
    (303.8
    )
    
    $
    100.1
 Consolidating Income Statements
Three Months Ended March 31, 2008
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalRevenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    921.0
    
    
    $
    709.6
    
    
    $
    (84.5
    )
    
    $
    1,546.1Cost of sales
    
    
    (0.2
    )
    
    
    (0.1
    )
    
    
    1.2
    
    
    
    632.0
    
    
    
    473.8
    
    
    
    (84.5
    )
    
    
    1,022.2Selling and administrative
expenses
    
    
    2.2
    
    
    
    2.5
    
    
    
    22.8
    
    
    
    144.9
    
    
    
    133.2
    
    
    
    (4.1
    )
    
    
    301.5Interest expense, net
    
    
    
    
    
    
    5.6
    
    
    
    11.7
    
    
    
    
    
    
    
    (2.4
    )
    
    
    
    
    
    
    14.9Equity in earnings of
subsidiaries, net of tax
    
    
    194.3
    
    
    
    5.0
    
    
    
    106.5
    
    
    
    31.3
    
    
    
    114.8
    
    
    
    (451.9
    )
    
    
    Intercompany income
(expense)
    
    
    (9.4
    )
    
    
    (9.2
    )
    
    
    31.7
    
    
    
    (44.3
    )
    
    
    64.9
    
    
    
    (33.7
    )
    
    
    Income (loss) before
income taxes
    
    
    182.9
    
    
    
    (12.2
    )
    
    
    102.5
    
    
    
    131.1
    
    
    
    284.7
    
    
    
    (481.5
    )
    
    
    207.5Income tax expense
(benefit)
    
    
    
    
    
    
    (6.5
    )
    
    
    (12.3
    )
    
    
    41.1
    
    
    
    31.8
    
    
    
    
    
    
    
    54.1Net income (loss)
    
    $
    182.9
    
    
    $
    (5.7
    )
    
    $
    114.8
    
    
    $
    90.0
    
    
    $
    252.9
    
    
    $
    (481.5
    )
    
    $
    153.4
 -18-




---



##### Table of Contents



Consolidating Balance Sheets
March 31, 2009
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    0.1
    
    
    $
    
    
    
    $
    133.3
    
    
    $
    3.9
    
    
    $
    166.6
    
    
    $
    
    
    
    $
    303.9Investments
    
    
    
    
    
    
    
    
    
    
    15.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15.6Receivables
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    463.6
    
    
    
    436.3
    
    
    
    
    
    
    
    900.1Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    316.0
    
    
    
    294.4
    
    
    
    
    
    
    
    610.4Current discontinued
operations receivable
    
    
    
    
    
    
    13.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13.2Deferred income taxes and
other current assets
    
    
    6.0
    
    
    
    25.8
    
    
    
    52.0
    
    
    
    31.1
    
    
    
    94.8
    
    
    
    
    
    
    
    209.7Total current assets
    
    
    6.1
    
    
    
    39.0
    
    
    
    201.1
    
    
    
    814.6
    
    
    
    992.1
    
    
    
    
    
    
    
    2,052.9Property, plant and
equipment, less
accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    65.0
    
    
    
    325.6
    
    
    
    324.7
    
    
    
    
    
    
    
    715.3Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,277.8
    
    
    
    1,276.9
    
    
    
    
    
    
    
    2,554.7Investment in subsidiaries
    
    
    2,619.9
    
    
    
    561.1
    
    
    
    4,537.6
    
    
    
    1,149.4
    
    
    
    2,862.4
    
    
    
    (11,730.4
    )
    
    
    Investment in parent
    
    
    
    
    
    
    
    
    
    
    3,425.0
    
    
    
    
    
    
    
    312.7
    
    
    
    (3,737.7
    )
    
    
    Intercompany accounts
receivable
    
    
    
    
    
    
    915.9
    
    
    
    
    
    
    
    1,581.7
    
    
    
    1,553.1
    
    
    
    (4,050.7
    )
    
    
    Intercompany notes
receivable
    
    
    3,345.0
    
    
    
    24.0
    
    
    
    1,371.8
    
    
    
    0.1
    
    
    
    4,105.0
    
    
    
    (8,845.9
    )
    
    
    Long-term discontinued
operations receivable
    
    
    
    
    
    
    170.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170.1Deferred income taxes and
other noncurrent assets
    
    
    
    
    
    
    251.7
    
    
    
    33.5
    
    
    
    (88.2
    )
    
    
    334.2
    
    
    
    
    
    
    
    531.2Total assets
    
    $
    5,971.0
    
    
    $
    1,961.8
    
    
    $
    9,634.0
    
    
    $
    5,061.0
    
    
    $
    11,761.1
    
    
    $
    (28,364.7
    )
    
    $
    6,024.2Short-term debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    19.4
    
    
    $
    
    
    
    $
    19.4Accounts payable
    
    
    41.9
    
    
    
    6.7
    
    
    
    25.8
    
    
    
    178.0
    
    
    
    199.4
    
    
    
    
    
    
    
    451.8Accrued liabilities
    
    
    7.0
    
    
    
    30.5
    
    
    
    84.6
    
    
    
    204.3
    
    
    
    197.4
    
    
    
    
    
    
    
    523.8Current discontinued
operations liability
    
    
    
    
    
    
    50.2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50.2Current maturities of
long-term debt
    
    
    
    
    
    
    275.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275.0Total current liabilities
    
    
    48.9
    
    
    
    362.4
    
    
    
    110.4
    
    
    
    382.3
    
    
    
    416.2
    
    
    
    
    
    
    
    1,320.2Long-term debt
    
    
    
    
    
    
    2.2
    
    
    
    922.3
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    924.6Intercompany accounts
payable
    
    
    90.8
    
    
    
    
    
    
    
    3,959.9
    
    
    
    
    
    
    
    
    
    
    
    (4,050.7
    )
    
    
    Intercompany notes
payable
    
    
    1,274.5
    
    
    
    851.6
    
    
    
    1,213.8
    
    
    
    1,742.1
    
    
    
    3,763.9
    
    
    
    (8,845.9
    )
    
    
    Long-term discontinued
operations liability
    
    
    
    
    
    
    761.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    761.5Other long-term
liabilities
    
    
    
    
    
    
    50.2
    
    
    
    86.8
    
    
    
    72.3
    
    
    
    176.4
    
    
    
    
    
    
    
    385.7Total liabilities
    
    
    1,414.2
    
    
    
    2,027.9
    
    
    
    6,293.2
    
    
    
    2,196.7
    
    
    
    4,356.6
    
    
    
    (12,896.6
    )
    
    
    3,392.0Class A common stock
    
    
    2.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )
    
    
    1.7Class B common stock
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.1
    )
    
    
    Subsidiary preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325.5
    
    
    
    (325.5
    )
    
    
    Subsidiary common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    285.8
    
    
    
    (285.8
    )
    
    
    Capital in excess of
par value
    
    
    3,248.0
    
    
    
    
    
    
    
    751.7
    
    
    
    1,490.2
    
    
    
    2,655.8
    
    
    
    (8,145.7
    )
    
    
    Retained earnings
    
    
    1,523.6
    
    
    
    81.9
    
    
    
    2,888.9
    
    
    
    1,441.9
    
    
    
    4,529.4
    
    
    
    (7,485.0
    )
    
    
    2,980.7Accumulated other non-owner changes in equity
    
    
    (217.9
    )
    
    
    (148.0
    )
    
    
    (299.8
    )
    
    
    (67.8
    )
    
    
    (392.0
    )
    
    
    775.3
    
    
    
    (350.2
    )Total shareholders equity
    
    
    4,556.8
    
    
    
    (66.1
    )
    
    
    3,340.8
    
    
    
    2,864.3
    
    
    
    7,404.5
    
    
    
    (15,468.1
    )
    
    
    2,632.2Total liabilities and
shareholders equity
    
    $
    5,971.0
    
    
    $
    1,961.8
    
    
    $
    9,634.0
    
    
    $
    5,061.0
    
    
    $
    11,761.1
    
    
    $
    (28,364.7
    )
    
    $
    6,024.2
 -19-




---



##### Table of Contents



Consolidating Balance Sheets
December 31, 2008
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    
    
    
    $
    
    
    
    $
    81.6
    
    
    $
    1.3
    
    
    $
    175.9
    
    
    $
    
    
    
    $
    258.8Investments
    
    
    
    
    
    
    
    
    
    
    21.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21.9Receivables
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    521.8
    
    
    
    489.1
    
    
    
    
    
    
    
    1,011.4Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    336.2
    
    
    
    305.6
    
    
    
    
    
    
    
    641.8Current discontinued
operations receivable
    
    
    
    
    
    
    17.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17.5Deferred income taxes and
other current assets
    
    
    10.8
    
    
    
    24.8
    
    
    
    79.6
    
    
    
    33.1
    
    
    
    98.2
    
    
    
    
    
    
    
    246.5Total current assets
    
    
    10.8
    
    
    
    42.3
    
    
    
    183.6
    
    
    
    892.4
    
    
    
    1,068.8
    
    
    
    
    
    
    
    2,197.9Property, plant and
equipment, less
accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    61.2
    
    
    
    324.3
    
    
    
    342.7
    
    
    
    
    
    
    
    728.2Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,266.4
    
    
    
    1,300.9
    
    
    
    
    
    
    
    2,567.3Investment in subsidiaries
    
    
    2,541.5
    
    
    
    587.4
    
    
    
    4,438.5
    
    
    
    1,116.9
    
    
    
    2,734.1
    
    
    
    (11,418.4
    )
    
    
    Investment in parent
    
    
    
    
    
    
    
    
    
    
    3,532.7
    
    
    
    
    
    
    
    312.7
    
    
    
    (3,845.4
    )
    
    
    Intercompany accounts
receivable
    
    
    
    
    
    
    903.8
    
    
    
    
    
    
    
    1,546.2
    
    
    
    1,564.2
    
    
    
    (4,014.2
    )
    
    
    Intercompany notes
receivable
    
    
    3,345.0
    
    
    
    24.0
    
    
    
    1,361.7
    
    
    
    0.2
    
    
    
    4,028.5
    
    
    
    (8,759.4
    )
    
    
    Long-term discontinued
operations receivable
    
    
    
    
    
    
    174.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174.8Deferred income taxes and
other noncurrent assets
    
    
    
    
    
    
    248.2
    
    
    
    (9.0
    )
    
    
    (116.5
    )
    
    
    374.0
    
    
    
    
    
    
    
    496.7Total assets
    
    $
    5,897.3
    
    
    $
    1,980.5
    
    
    $
    9,568.7
    
    
    $
    5,029.9
    
    
    $
    11,725.9
    
    
    $
    (28,037.4
    )
    
    $
    6,164.9Short-term debt
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    25.6
    
    
    $
    
    
    
    $
    25.6Accounts payable
    
    
    42.5
    
    
    
    3.1
    
    
    
    18.9
    
    
    
    207.8
    
    
    
    220.2
    
    
    
    
    
    
    
    492.5Accrued liabilities
    
    
    6.5
    
    
    
    33.0
    
    
    
    106.7
    
    
    
    255.3
    
    
    
    217.2
    
    
    
    
    
    
    
    618.7Current discontinued
operations liability
    
    
    
    
    
    
    50.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50.4Current maturities of
long-term debt
    
    
    
    
    
    
    275.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275.0Total current liabilities
    
    
    49.0
    
    
    
    361.5
    
    
    
    125.6
    
    
    
    463.1
    
    
    
    463.0
    
    
    
    
    
    
    
    1,462.2Long-term debt
    
    
    
    
    
    
    2.2
    
    
    
    922.1
    
    
    
    8.0
    
    
    
    0.2
    
    
    
    
    
    
    
    932.5Intercompany accounts
payable
    
    
    10.6
    
    
    
    
    
    
    
    4,003.6
    
    
    
    
    
    
    
    
    
    
    
    (4,014.2
    )
    
    
    Intercompany notes
payable
    
    
    1,155.7
    
    
    
    851.6
    
    
    
    1,217.1
    
    
    
    1,742.0
    
    
    
    3,793.0
    
    
    
    (8,759.4
    )
    
    
    Long-term discontinued
operations liability
    
    
    
    
    
    
    764.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    764.7Other long-term liabilities
    
    
    
    
    
    
    49.8
    
    
    
    62.0
    
    
    
    70.0
    
    
    
    216.3
    
    
    
    
    
    
    
    398.1Total liabilities
    
    
    1,215.3
    
    
    
    2,029.8
    
    
    
    6,330.4
    
    
    
    2,283.1
    
    
    
    4,472.5
    
    
    
    (12,773.6
    )
    
    
    3,557.5Class A common stock
    
    
    2.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )
    
    
    1.7Class B common stock
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.1
    )
    
    
    Subsidiary preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    325.5
    
    
    
    (325.5
    )
    
    
    Subsidiary common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    348.6
    
    
    
    (348.6
    )
    
    
    Capital in excess of
par value
    
    
    3,365.0
    
    
    
    
    
    
    
    753.9
    
    
    
    1,455.0
    
    
    
    2,561.0
    
    
    
    (8,134.9
    )
    
    
    Retained earnings
    
    
    1,511.3
    
    
    
    94.4
    
    
    
    2,778.8
    
    
    
    1,342.3
    
    
    
    4,381.8
    
    
    
    (7,173.2
    )
    
    
    2,935.4Accumulated other non-owner changes in equity
    
    
    (197.4
    )
    
    
    (143.7
    )
    
    
    (294.4
    )
    
    
    (50.5
    )
    
    
    (363.5
    )
    
    
    719.8
    
    
    
    (329.7
    )Total shareholders equity
    
    
    4,682.0
    
    
    
    (49.3
    )
    
    
    3,238.3
    
    
    
    2,746.8
    
    
    
    7,253.4
    
    
    
    (15,263.8
    )
    
    
    2,607.4Total liabilities and
shareholders equity
    
    $
    5,897.3
    
    
    $
    1,980.5
    
    
    $
    9,568.7
    
    
    $
    5,029.9
    
    
    $
    11,725.9
    
    
    $
    (28,037.4
    )
    
    $
    6,164.9
 -20-




---



##### Table of Contents



Consolidating Statements of Cash Flows
Three Months Ended March 31, 2009
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalNet cash provided by (used in)
operating activities
    
    $
    (10.5
    )
    
    $
    12.3
    
    
    $
    19.0
    
    
    $
    41.0
    
    
    $
    103.4
    
    
    $
    
    
    
    $
    165.2Cash flows from investing
activities:Proceeds from short-term
investments
    
    
    
    
    
    
    
    
    
    
    6.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.3Capital expenditures
    
    
    
    
    
    
    
    
    
    
    (8.9
    )
    
    
    (9.4
    )
    
    
    (10.4
    )
    
    
    
    
    
    
    (28.7
    )Cash paid for acquired businesses
    
    
    
    
    
    
    
    
    
    
    (10.9
    )
    
    
    (2.6
    )
    
    
    (3.1
    )
    
    
    
    
    
    
    (16.6
    )Investments in affiliates
    
    
    
    
    
    
    (0.2
    )
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    0.4
    
    
    
    Loans to affiliates
    
    
    
    
    
    
    
    
    
    
    (63.7
    )
    
    
    
    
    
    
    (319.9
    )
    
    
    383.6
    
    
    
    Repayments of loans from affiliates
    
    
    
    
    
    
    
    
    
    
    115.4
    
    
    
    
    
    
    
    234.7
    
    
    
    (350.1
    )
    
    
    Dividends from affiliates
    
    
    
    
    
    
    
    
    
    
    33.9
    
    
    
    7.4
    
    
    
    2.7
    
    
    
    (44.0
    )
    
    
    Proceeds from sales of property,
plant and equipment and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.8
    
    
    
    
    
    
    
    0.8Net cash provided by (used in)
investing activities
    
    
    
    
    
    
    (0.2
    )
    
    
    71.9
    
    
    
    (4.6
    )
    
    
    (95.2
    )
    
    
    (10.1
    )
    
    
    (38.2
    )Cash flows from financing
activities:Repayments of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8.0
    )
    
    
    (5.9
    )
    
    
    
    
    
    
    (13.9
    )Borrowings from affiliates
    
    
    357.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26.6
    
    
    
    (383.6
    )
    
    
    Repayments of loans to affiliates
    
    
    (314.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35.9
    )
    
    
    350.1
    
    
    
    Other intercompany financing
activities
    
    
    70.0
    
    
    
    (12.1
    )
    
    
    (37.0
    )
    
    
    (25.8
    )
    
    
    4.9
    
    
    
    
    
    
    
    Dividends
    
    
    (42.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42.1
    )Dividends paid to affiliates
    
    
    (36.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.4
    )
    
    
    44.0
    
    
    
    Purchases of common shares
    
    
    (25.9
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25.9
    )Excess tax benefits from stock
options and awards
    
    
    
    
    
    
    
    
    
    
    (2.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.2
    )Issuance of stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.4
    
    
    
    (0.4
    )
    
    
    Proceeds from exercise of stock
options
    
    
    2.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.4Net cash provided by (used in)
financing activities
    
    
    10.6
    
    
    
    (12.1
    )
    
    
    (39.2
    )
    
    
    (33.8
    )
    
    
    (17.3
    )
    
    
    10.1
    
    
    
    (81.7
    )Effect of exchange rate changes on
cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.2
    )Increase (decrease) in cash and cash
equivalents
    
    
    0.1
    
    
    
    
    
    
    
    51.7
    
    
    
    2.6
    
    
    
    (9.3
    )
    
    
    
    
    
    
    45.1Cash and cash equivalents,
beginning of period
    
    
    
    
    
    
    
    
    
    
    81.6
    
    
    
    1.3
    
    
    
    175.9
    
    
    
    
    
    
    
    258.8Cash and cash equivalents, end of
period
    
    $
    0.1
    
    
    $
    
    
    
    $
    133.3
    
    
    $
    3.9
    
    
    $
    166.6
    
    
    $
    
    
    
    $
    303.9
 -21-




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##### Table of Contents



Consolidating Statements of Cash Flows
Three Months Ended March 31, 2008
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalNet cash provided by (used in)
operating activities
    
    $
    (9.6
    )
    
    $
    (4.2
    )
    
    $
    (0.8
    )
    
    $
    (39.3
    )
    
    $
    119.1
    
    
    $
    
    
    
    $
    65.2Cash flows from investing
activities:Proceeds from short-term
investments
    
    
    
    
    
    
    
    
    
    
    29.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29.8Proceeds from cash restricted for
business acquisitions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    284.5
    
    
    
    
    
    
    
    284.5Capital expenditures
    
    
    
    
    
    
    
    
    
    
    (2.4
    )
    
    
    (11.0
    )
    
    
    (10.2
    )
    
    
    
    
    
    
    (23.6
    )Cash paid for acquired businesses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (267.1
    )
    
    
    
    
    
    
    (267.1
    )Investments in affiliates
    
    
    
    
    
    
    
    
    
    
    (4.3
    )
    
    
    (3.1
    )
    
    
    
    
    
    
    7.4
    
    
    
    Loans to affiliates
    
    
    (90.8
    )
    
    
    
    
    
    
    (168.5
    )
    
    
    
    
    
    
    (303.6
    )
    
    
    562.9
    
    
    
    Repayments of loans from affiliates
    
    
    162.4
    
    
    
    
    
    
    
    161.2
    
    
    
    
    
    
    
    150.3
    
    
    
    (473.9
    )
    
    
    Dividends from affiliates
    
    
    
    
    
    
    
    
    
    
    34.1
    
    
    
    
    
    
    
    
    
    
    
    (34.1
    )
    
    
    Proceeds from sales of property,
plant and equipment and other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.1
    
    
    
    
    
    
    
    0.3Net cash provided by (used in)
investing activities
    
    
    71.6
    
    
    
    
    
    
    
    49.9
    
    
    
    (13.9
    )
    
    
    (146.0
    )
    
    
    62.3
    
    
    
    23.9Cash flows from financing
activities:Proceeds from issuance of debt
    
    
    
    
    
    
    
    
    
    
    297.6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    297.6Proceeds from debt derivatives
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.5Repayments of debt
    
    
    
    
    
    
    
    
    
    
    (186.2
    )
    
    
    
    
    
    
    (6.6
    )
    
    
    
    
    
    
    (192.8
    )Borrowings from affiliates
    
    
    460.8
    
    
    
    3.3
    
    
    
    5.0
    
    
    
    3.1
    
    
    
    90.7
    
    
    
    (562.9
    )
    
    
    Repayments of loans to affiliates
    
    
    (304.2
    )
    
    
    
    
    
    
    (65.4
    )
    
    
    
    
    
    
    (104.3
    )
    
    
    473.9
    
    
    
    Other intercompany financing
activities
    
    
    2.0
    
    
    
    0.9
    
    
    
    6.6
    
    
    
    54.9
    
    
    
    (68.6
    )
    
    
    4.2
    
    
    
    Dividends
    
    
    (38.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38.2
    )Dividends paid to affiliates
    
    
    (34.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34.1
    
    
    
    Purchases of common shares
    
    
    (153.9
    )
    
    
    
    
    
    
    (112.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (266.4
    )Excess tax benefits from stock
options and awards
    
    
    
    
    
    
    
    
    
    
    2.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.7Issuance of stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.4
    
    
    
    (7.4
    )
    
    
    Proceeds from exercise of stock
options
    
    
    4.3
    
    
    
    
    
    
    
    5.9
    
    
    
    
    
    
    
    
    
    
    
    (4.2
    )
    
    
    6.0Net cash provided by (used in)
financing activities
    
    
    (63.3
    )
    
    
    4.2
    
    
    
    (45.8
    )
    
    
    58.0
    
    
    
    (81.4
    )
    
    
    (62.3
    )
    
    
    (190.6
    )Effect of exchange rate changes on
cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.9
    
    
    
    
    
    
    
    7.9Increase (decrease) in cash and cash
equivalents
    
    
    (1.3
    )
    
    
    
    
    
    
    3.3
    
    
    
    4.8
    
    
    
    (100.4
    )
    
    
    
    
    
    
    (93.6
    )Cash and cash equivalents,
beginning of period
    
    
    1.3
    
    
    
    
    
    
    
    23.1
    
    
    
    (1.1
    )
    
    
    209.5
    
    
    
    
    
    
    
    232.8Cash and cash equivalents, end of
period
    
    $
    
    
    
    $
    
    
    
    $
    26.4
    
    
    $
    3.7
    
    
    $
    109.1
    
    
    $
    
    
    
    $
    139.2
 -22-




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
   Part II  Item 1A.  Risk Factors.
  Results of Operations
 Three Months Ended March 31, 2009 Compared With Three Months Ended March 31, 2008
  -23-




---



##### Table of Contents



Revenues:
    Costs and Expenses:
      -24-




---



##### Table of Contents



Operating Earnings:
   Restructuring:
    Income Taxes:
  Income Related to Discontinued Operations:
  -25-




---



##### Table of Contents



Liquidity and Capital Resources
 Liquidity
       -26-




---



##### Table of Contents



Capital Resources:
        -27-




---



##### Table of Contents



Critical Accounting Estimates and Recently Issued Accounting Standards
  Goodwill and Other Intangible Assets
     -28-




---



##### Table of Contents



Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
  Backlog
  March 31,2009
    
    
    2008(in millions)Electrical Products
    
    $
    616.0
    
    
    $
    804.2Tools
    
    
    55.1
    
    
    
    71.3$
    671.1
    
    
    $
    875.5
 
 Item 4. Controls and Procedures
   
 PART II  OTHER INFORMATION
 
 Item 1.
Legal Proceedings
 Discontinued Operations Liability
  -29-




---



##### Table of Contents



Other Matters
   
 Item 1A.
Risk Factors
  
 Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
  Purchases of Equity Securities
 Total Number of Shares
    
    
    Maximum Number ofTotal Number of
    
    
    Average Price
    
    
    Purchased as Part of
    
    
    Shares that May Yet BeShares
    
    
    Paid per
    
    
    Publicly Announced Plans
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    Share
    
    
    or Programs (1)
    
    
    Plans or Programs (1)As of 12/31/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,029,4351/01/09  1/31/09
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    4,029,4352/01/09  2/28/09
    
    
    113,461
    
    
    $
    22.37
    
    
    
    113,461
    
    
    
    13,915,9743/01/09  3/31/09
    
    
    1,142,339
    
    
    $
    20.43
    
    
    
    1,142,339
    
    
    
    12,773,635
    (2)Total
    
    
    1,255,800
    
    
    $
    20.61
    
    
    
    1,255,800
 
 (1)
    
    On February 12, 2008, Coopers Board of Directors authorized the repurchase of up to
ten million shares of Cooper Class A common stock. On February 9, 2009, Cooper announced that
the Board of Directors authorized the repurchase of ten million shares of common stock in
addition to the remaining February 12, 2008 authorization, which is reflected in the above
table. Cooper has also announced that the Board authorized the repurchase of shares issued
from time to time under its equity compensation plans, matched savings plan and dividend
reinvestment plan in order to offset the dilution that results from issuing shares under these
plans. For 2009, Coopers current estimate is that one million shares will be issued under
equity compensation plans, which is reflected in the above table.(2)
    
    As of the date of this filing in 2009, Cooper had repurchased the one million shares
intended to offset dilution from share issuances under equity compensation plans, as well as
262,800 additional shares -30-




---



##### Table of Contents



under the Cooper Board of Directors authorizations discussed above. Cooper may continue to
repurchase shares under this authorization from time to time during 2009. The decision whether
to do so will depend on the favorability of market conditions, as well as potential cash
requirements for acquisitions and debt repayments. 
 Item 3.
Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 6.
Exhibits
 10.1
    
    Form of Cooper US, Inc. Executive Stock Incentive Agreement for the 2009
Performance Period.10.2
    
    First Amendment to Cooper Industries, Ltd. Amended and Restated Directors
Deferred Compensation Plan (November 4, 2008 Restatement).10.3
    
    First Amendment to Cooper Industries, Ltd. Amended and Restated Directors
Stock Plan (November 4, 2008 Restatement).10.4
    
    First Amendment to Cooper Industries, Ltd. Amended and Restated Directors
Retainer Fee Stock Plan (November 4, 2008 Restatement).12.
    
    Computation of Ratios of Earnings to Fixed Charges for the Calendar Years 2004
through 2008 and the Three Months Ended March 31, 2009 and 2008.31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 -31-




---



##### Table of Contents



Cooper Industries, Ltd.(Registrant)Date: April 30, 2009
    
    /s/ Terry A. KlebeTerry A. Klebe, Senior Vice President andChief Financial OfficerDate: April 30, 2009
    
    /s/ Rick L. JohnsonRick L. Johnson, Vice President, Controller andChief Accounting Officer
 -32-




---



##### Table of Contents



10.1
    
    Form of Cooper US, Inc. Executive Stock Incentive Agreement for the 2009
Performance Period.10.2
    
    First Amendment to Cooper Industries, Ltd. Amended and Restated Directors
Deferred Compensation Plan (November 4, 2008 Restatement).10.3
    
    First Amendment to Cooper Industries, Ltd. Amended and Restated Directors
Stock Plan (November 4, 2008 Restatement).10.4
    
    First Amendment to Cooper Industries, Ltd. Amended and Restated Directors
Retainer Fee Stock Plan (November 4, 2008 Restatement).12.
    
    Computation of Ratios of Earnings to Fixed Charges for the Calendar Years 2004
through 2008 and the three months ended March 31, 2009 and 2008.31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.