##### 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, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 1-31330
 Cooper Industries, Ltd.
  Bermuda
    
    98-0355628(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 600 Travis, Suite 5600
    
    Houston, Texas 77002(Address of principal executive offices)
    
    (Zip Code)
 
  
  þ o
  Large accelerated filer þ

    

    Accelerated filer o

    

    Non-accelerated filer   o
(Do not check if a smaller reporting company)

    

    Smaller Reporting Company o
 o þ




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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. ExhibitsSignaturesForm of Executive Stock Incentive AgreementAmended and Restated Stock Incentive PlanAmended and Restated Directors' Stock PlanSecond Amendment to Amended and Restated Directors' Retainer Fee Stock PlanComputation of Ratio of Earnings to Fixed ChargesCertification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906    Table of Contents  
 PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 COOPER INDUSTRIES, LTD.
CONSOLIDATED INCOME STATEMENTS
(unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007(in millions, except per share data)Revenues
    
    $
    1,546.1
    
    
    $
    1,394.0Cost of sales
    
    
    1,022.2
    
    
    
    944.9Selling and administrative expenses
    
    
    301.5
    
    
    
    255.4Operating earnings
    
    
    222.4
    
    
    
    193.7Interest expense, net
    
    
    14.9
    
    
    
    12.9Income before income taxes
    
    
    207.5
    
    
    
    180.8Income taxes
    
    
    54.1
    
    
    
    48.9Net income
    
    $
    153.4
    
    
    $
    131.9Income per common share:Basic
    
    $
    .87
    
    
    $
    .72Diluted
    
    $
    .86
    
    
    $
    .71Cash dividends declared per common share
    
    $
    .25
    
    
    $
    .21
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COOPER INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2008
    
    
    2007(unaudited)
    
    
    (Note 1)(in millions)ASSETSCash and cash equivalents
    
    $
    139.2
    
    
    $
    232.8Investments
    
    
    65.0
    
    
    
    93.7Receivables
    
    
    1,139.2
    
    
    
    1,048.6Inventories
    
    
    742.1
    
    
    
    643.7Deferred income taxes and other current assets
    
    
    290.6
    
    
    
    284.2Total current assets
    
    
    2,376.1
    
    
    
    2,303.0Restricted cash
    
    
    5.6
    
    
    
    290.1Property, plant and equipment, less accumulated depreciation
    
    
    763.1
    
    
    
    719.8Goodwill
    
    
    2,736.5
    
    
    
    2,540.3Other noncurrent assets
    
    
    386.9
    
    
    
    280.3Total assets
    
    $
    6,268.2
    
    
    $
    6,133.5LIABILITIES AND SHAREHOLDERS EQUITYShort-term debt
    
    $
    120.7
    
    
    $
    256.1Accounts payable
    
    
    558.0
    
    
    
    533.1Accrued liabilities
    
    
    529.0
    
    
    
    566.7Current discontinued operations liability
    
    
    189.1
    
    
    
    179.1Current maturities of long-term debt
    
    
    100.1
    
    
    
    100.1Total current liabilities
    
    
    1,496.9
    
    
    
    1,635.1Long-term debt
    
    
    1,207.4
    
    
    
    909.9Postretirement benefits other than pensions
    
    
    81.0
    
    
    
    81.4Long-term discontinued operations liability
    
    
    330.0
    
    
    
    330.0Other long-term liabilities
    
    
    426.1
    
    
    
    335.2Total liabilities
    
    
    3,541.4
    
    
    
    3,291.6Common stock, $.01 par value
    
    
    1.7
    
    
    
    1.8Capital in excess of par value
    
    
    
    
    
    
    85.7Retained earnings
    
    
    2,785.1
    
    
    
    2,835.1Accumulated other nonowner changes in equity
    
    
    (60.0
    )
    
    
    (80.7
    )Total shareholders equity
    
    
    2,726.8
    
    
    
    2,841.9Total liabilities and shareholders equity
    
    $
    6,268.2
    
    
    $
    6,133.5
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COOPER INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 Three Months EndedMarch 31,2008
    
    
    2007(in millions)Cash flows from operating activities:Net income
    
    $
    153.4
    
    
    $
    131.9Adjustments to reconcile to net cash provided by operating activities:Depreciation and amortization
    
    
    33.5
    
    
    
    28.9Deferred income taxes
    
    
    12.3
    
    
    
    (4.1
    )Excess tax benefits from stock options and awards
    
    
    (2.7
    )
    
    
    (10.4
    )Changes in assets and liabilities: (1)Receivables
    
    
    (35.3
    )
    
    
    (93.2
    )Inventories
    
    
    (59.9
    )
    
    
    (41.6
    )Accounts payable and accrued liabilities
    
    
    (59.3
    )
    
    
    3.2Other assets and liabilities, net
    
    
    23.2
    
    
    
    59.0Net cash provided by operating activities
    
    
    65.2
    
    
    
    73.7Cash flows from investing activities:Proceeds from short-term investments
    
    
    29.8
    
    
    
    Proceeds from cash restricted for business acquisitions
    
    
    284.5
    
    
    
    Capital expenditures
    
    
    (23.6
    )
    
    
    (22.1
    )Cash paid for acquired businesses
    
    
    (267.1
    )
    
    
    (124.3
    )Proceeds from sales of property, plant and equipment and other
    
    
    0.3
    
    
    
    Net cash provided by (used in) investing activities
    
    
    23.9
    
    
    
    (146.4
    )Cash flows from financing activities:Proceeds from issuance of debt
    
    
    297.6
    
    
    
    Proceeds from debt derivatives
    
    
    0.5
    
    
    
    Repayments of debt
    
    
    (192.8
    )
    
    
    (1.0
    )Dividends
    
    
    (38.2
    )
    
    
    (38.9
    )Purchase of common shares
    
    
    (266.4
    )
    
    
    (39.3
    )Excess tax benefits from stock options and awards
    
    
    2.7
    
    
    
    10.4Proceeds from exercise of stock options
    
    
    6.0
    
    
    
    21.5Net cash used in financing activities
    
    
    (190.6
    )
    
    
    (47.3
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    7.9
    
    
    
    1.3Decrease in cash and cash equivalents
    
    
    (93.6
    )
    
    
    (118.7
    )Cash and cash equivalents, beginning of period
    
    
    232.8
    
    
    
    423.5Cash and cash equivalents, end of period
    
    $
    139.2
    
    
    $
    304.8
 
 (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
 The
Fair Value Option for Financial Assets and Financial Liabilities
 Business Combinations Business Combinations
 -5-




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Noncontrolling Interests in Consolidating Financial Statements Consolidated and Separate Financial Statements
 Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No.
133 Accounting for
Derivative Instruments and Hedging Activities
 Note 2. Stock-Based Compensation
  Note 3. Acquisitions
   -6-




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MTL
    
    
    Other
    
    
    Total(in millions)Receivables
    
    $
    43.0
    
    
    $
    0.7
    
    
    $
    43.7Inventories
    
    
    29.9
    
    
    
    0.4
    
    
    
    30.3Property, Plant and Equipment
    
    
    41.7
    
    
    
    1.5
    
    
    
    43.2Goodwill
    
    
    182.5
    
    
    
    0.7
    
    
    
    183.2Other intangible assets
    
    
    100.5
    
    
    
    0.4
    
    
    
    100.9Accounts payable
    
    
    (12.4
    )
    
    
    (0.2
    )
    
    
    (12.6
    )Short-term debt
    
    
    (56.6
    )
    
    
    
    
    
    
    (56.6
    )Other assets and liabilities, net
    
    
    (64.5
    )
    
    
    (0.1
    )
    
    
    (64.6
    )Net cash consideration
    
    $
    264.1
    
    
    $
    3.4
    
    
    $
    267.5
   (in millions)Receivables
    
    $
    58.0Inventories
    
    
    48.9Property, Plant and Equipment
    
    
    41.7Goodwill
    
    
    174.8Other intangible assets
    
    
    122.3Accounts payable
    
    
    (36.5
    )Other assets and liabilities, net
    
    
    (73.5
    )Net cash consideration
    
    $
    335.7
  -7-




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Three Months Ended March 31,2008
    
    
    2007Revenues
    
    $
    1,565.4
    
    
    $
    1,489.6Net income
    
    $
    152.6
    
    
    $
    127.8Diluted earnings per share
    
    $
    .86
    
    
    $
    .69
 Note 4. Inventories
 March 31,
    
    
    December 31,2008
    
    
    2007(in millions)Raw materials
    
    $
    252.7
    
    
    $
    221.5Work-in-process
    
    
    201.0
    
    
    
    178.8Finished goods
    
    
    454.0
    
    
    
    396.2Perishable tooling and supplies
    
    
    14.9
    
    
    
    15.0922.6
    
    
    
    811.5Allowance for excess and obsolete inventory
    
    
    (82.9
    )
    
    
    (77.9
    )Excess of current standard costs over LIFO costs
    
    
    (97.6
    )
    
    
    (89.9
    )Net inventories
    
    $
    742.1
    
    
    $
    643.7
 Note 5. Debt
   Note 6. Shareholders Equity
  -8-




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Note 7. Segment Information
 Revenues
    
    
    Operating EarningsThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007(in millions)Electrical Products
    
    $
    1,361.6
    
    
    $
    1,210.6
    
    
    $
    223.5
    
    
    $
    193.5Tools
    
    
    184.5
    
    
    
    183.4
    
    
    
    17.2
    
    
    
    21.8Total segments
    
    $
    1,546.1
    
    
    $
    1,394.0
    
    
    
    240.7
    
    
    
    215.3General Corporate expense
    
    
    
    
    
    
    
    
    
    
    18.3
    
    
    
    21.6Interest expense, net
    
    
    
    
    
    
    
    
    
    
    14.9
    
    
    
    12.9Income before income taxes
    
    
    
    
    
    
    
    
    
    $
    207.5
    
    
    $
    180.8
 Note 8. Pension and Other Postretirement Benefits
 Pension Benefits
    
    
    Other Postretirement BenefitsThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007(in millions)Components of net periodic benefit cost:Service cost
    
    $
    1.0
    
    
    $
    1.0
    
    
    $
    
    
    
    $
    Interest cost
    
    
    10.5
    
    
    
    10.2
    
    
    
    1.3
    
    
    
    1.3Expected return on plan assets
    
    
    (12.5
    )
    
    
    (12.8
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    (0.5
    )
    
    
    (0.5
    )
    
    
    (0.5
    )
    
    
    (0.5
    )Recognized actuarial (gain) loss
    
    
    2.4
    
    
    
    2.6
    
    
    
    (0.6
    )
    
    
    (0.6
    )Net periodic benefit cost
    
    $
    0.9
    
    
    $
    0.5
    
    
    $
    0.2
    
    
    $
    0.2
 -9-




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Note 9. Income Taxes
    Note 10. Net Income Per Common Share
 Basic
    
    
    DilutedThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007(in millions)Net income applicable to common stock
    
    $
    153.4
    
    
    $
    131.9
    
    
    $
    153.4
    
    
    $
    131.9Weighted average common shares outstanding
    
    
    177.1
    
    
    
    183.0
    
    
    
    177.1
    
    
    
    183.0Incremental shares from assumed conversions:Options, performance-based stock
awards and other employee awards
    
    
    
    
    
    
    
    
    
    
    2.2
    
    
    
    3.5Weighted average common shares
and common share equivalents
    
    
    
    
    
    
    
    
    
    
    179.3
    
    
    
    186.5
  -10-




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Note 11. Net Income and Other Nonowner Changes in Equity
  Three Months EndedMarch 31,2008
    
    
    2007(in millions)Net income
    
    $
    153.4
    
    
    $
    131.9Foreign currency translation gains (losses)
    
    
    9.7
    
    
    
    (1.1
    )Change in fair value of derivatives
    
    
    10.5
    
    
    
    4.7Net income and other nonowner changes in equity
    
    $
    173.6
    
    
    $
    135.5
 Note 12. Fair Value Measurement
       (a)
    
    Market approach  Prices and other relevant information generated by market
transactions involving identical or comparable assets or liabilities;
 -11-




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(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(in millions)
    
    (Level 2)
    
    (Level 2)
    
    Valuation TechniqueShort-term investments
    
    $
    65.0
    
    
    $
    
    
    
    
    (a
    )Currency forward
exchange contracts
    
    
    35.3
    
    
    
    (0.6
    )Commodity swaps
    
    
    9.7
    
    
    
    
    
    
    
    (a
    )Cross-currency swaps
    
    
    
    
    
    
    (68.0
    )
    
    
    (a
    )
  Note 13. Discontinued Operations Liability
  2005
  -12-




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2006
    -13-




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2007
   -14-




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2008
   March 31,2008
    
    
    2007(in millions)Accrual at beginning of period
    
    $
    509.1
    
    
    $
    529.6Indemnity and defense payments
    
    
    (5.2
    )
    
    
    (8.8
    )Insurance recoveries
    
    
    15.8
    
    
    
    39.3Other
    
    
    (0.6
    )
    
    
    (0.6
    )Accrual at end of period
    
    $
    519.1
    
    
    $
    559.5
     -15-




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Note 14. Consolidating Financial Information
  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
 Consolidating Income Statements
Three Months Ended March 31, 2007
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalRevenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    918.5
    
    
    $
    536.4
    
    
    $
    (60.9
    )
    
    $
    1,394.0Cost of sales
    
    
    
    
    
    
    0.1
    
    
    
    0.3
    
    
    
    645.1
    
    
    
    360.3
    
    
    
    (60.9
    )
    
    
    944.9Selling and administrative
expenses
    
    
    2.4
    
    
    
    3.5
    
    
    
    15.7
    
    
    
    133.3
    
    
    
    100.5
    
    
    
    
    
    
    
    255.4Interest expense, net
    
    
    (0.6
    )
    
    
    11.2
    
    
    
    3.7
    
    
    
    
    
    
    
    (1.4
    )
    
    
    
    
    
    
    12.9Equity in earnings of
subsidiaries, net of tax
    
    
    169.2
    
    
    
    10.8
    
    
    
    95.7
    
    
    
    20.2
    
    
    
    102.9
    
    
    
    (398.8
    )
    
    
    Intercompany income
(expense)
    
    
    (6.9
    )
    
    
    (4.3
    )
    
    
    15.1
    
    
    
    (39.4
    )
    
    
    64.0
    
    
    
    (28.5
    )
    
    
    Income (loss) before
income taxes
    
    
    160.5
    
    
    
    (8.3
    )
    
    
    91.1
    
    
    
    120.9
    
    
    
    243.9
    
    
    
    (427.3
    )
    
    
    180.8Income tax expense
(benefit)
    
    
    
    
    
    
    (7.3
    )
    
    
    (11.7
    )
    
    
    38.8
    
    
    
    29.1
    
    
    
    
    
    
    
    48.9Net income (loss)
    
    $
    160.5
    
    
    $
    (1.0
    )
    
    $
    102.8
    
    
    $
    82.1
    
    
    $
    214.8
    
    
    $
    (427.3
    )
    
    $
    131.9
 -16-




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Consolidating Balance Sheets
March 31, 2008
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    
    
    
    $
    
    
    
    $
    26.4
    
    
    $
    3.7
    
    
    $
    109.1
    
    
    $
    
    
    
    $
    139.2Investments
    
    
    
    
    
    
    
    
    
    
    65.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65.0Receivables
    
    
    
    
    
    
    
    
    
    
    1.4
    
    
    
    550.8
    
    
    
    587.0
    
    
    
    
    
    
    
    1,139.2Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    377.4
    
    
    
    364.7
    
    
    
    
    
    
    
    742.1Deferred income taxes and
other current assets
    
    
    0.5
    
    
    
    118.5
    
    
    
    79.1
    
    
    
    47.4
    
    
    
    45.1
    
    
    
    
    
    
    
    290.6Total current assets
    
    
    0.5
    
    
    
    118.5
    
    
    
    171.9
    
    
    
    979.3
    
    
    
    1,105.9
    
    
    
    
    
    
    
    2,376.1Restricted cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.6
    
    
    
    
    
    
    
    5.6Property, plant and
equipment, less
accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    61.8
    
    
    
    325.0
    
    
    
    376.3
    
    
    
    
    
    
    
    763.1Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,263.3
    
    
    
    1,473.2
    
    
    
    
    
    
    
    2,736.5Investment in subsidiaries
    
    
    5,375.9
    
    
    
    614.6
    
    
    
    4,886.7
    
    
    
    1,104.6
    
    
    
    4,199.8
    
    
    
    (16,181.6
    )
    
    
    Investment in parent
    
    
    
    
    
    
    
    
    
    
    2,964.8
    
    
    
    
    
    
    
    312.7
    
    
    
    (3,277.5
    )
    
    
    Intercompany accounts
receivable
    
    
    
    
    
    
    786.5
    
    
    
    
    
    
    
    1,291.8
    
    
    
    825.5
    
    
    
    (2,903.8
    )
    
    
    Intercompany notes
receivable
    
    
    92.1
    
    
    
    25.8
    
    
    
    1,191.6
    
    
    
    0.3
    
    
    
    4,522.4
    
    
    
    (5,832.2
    )
    
    
    Deferred income taxes and
other noncurrent assets
    
    
    
    
    
    
    14.9
    
    
    
    15.0
    
    
    
    56.3
    
    
    
    300.7
    
    
    
    
    
    
    
    386.9Total assets
    
    $
    5,468.5
    
    
    $
    1,560.3
    
    
    $
    9,291.8
    
    
    $
    5,020.6
    
    
    $
    13,122.1
    
    
    $
    (28,195.1
    )
    
    $
    6,268.2Short-term debt
    
    $
    
    
    
    $
    
    
    
    $
    42.5
    
    
    $
    
    
    
    $
    78.2
    
    
    $
    
    
    
    $
    120.7Accounts payable
    
    
    44.2
    
    
    
    7.4
    
    
    
    15.4
    
    
    
    229.7
    
    
    
    261.3
    
    
    
    
    
    
    
    558.0Accrued liabilities
    
    
    6.0
    
    
    
    38.4
    
    
    
    53.0
    
    
    
    223.3
    
    
    
    208.3
    
    
    
    
    
    
    
    529.0Current discontinued
operations liability
    
    
    
    
    
    
    189.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    189.1Current maturities of
long-term debt
    
    
    
    
    
    
    100.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100.1Total current liabilities
    
    
    50.2
    
    
    
    335.0
    
    
    
    110.9
    
    
    
    453.0
    
    
    
    547.8
    
    
    
    
    
    
    
    1,496.9Long-term debt
    
    
    
    
    
    
    277.2
    
    
    
    921.7
    
    
    
    8.0
    
    
    
    0.5
    
    
    
    
    
    
    
    1,207.4Intercompany accounts
payable
    
    
    39.3
    
    
    
    
    
    
    
    2,864.5
    
    
    
    
    
    
    
    
    
    
    
    (2,903.8
    )
    
    
    Intercompany notes
payable
    
    
    971.6
    
    
    
    695.8
    
    
    
    1,813.7
    
    
    
    1,744.9
    
    
    
    606.2
    
    
    
    (5,832.2
    )
    
    
    Long-term discontinued
operations liability
    
    
    
    
    
    
    330.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    330.0Other long-term
liabilities
    
    
    
    
    
    
    (91.5
    )
    
    
    189.0
    
    
    
    181.0
    
    
    
    228.6
    
    
    
    
    
    
    
    507.1Total liabilities
    
    
    1,061.1
    
    
    
    1,546.5
    
    
    
    5,899.8
    
    
    
    2,386.9
    
    
    
    1,383.1
    
    
    
    (8,736.0
    )
    
    
    3,541.4Class A common stock
    
    
    2.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.3
    )
    
    
    1.7Class B common stock
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.1
    )
    
    
    Subsidiary common stock
    
    
    
    
    
    
    
    
    
    
    170.0
    
    
    
    
    
    
    
    371.4
    
    
    
    (541.4
    )
    
    
    Capital in excess of
par value
    
    
    3,311.0
    
    
    
    
    
    
    
    746.5
    
    
    
    1,448.1
    
    
    
    7,762.3
    
    
    
    (13,267.9
    )
    
    
    Retained earnings
    
    
    1,020.9
    
    
    
    88.9
    
    
    
    2,574.3
    
    
    
    1,158.6
    
    
    
    3,614.4
    
    
    
    (5,672.0
    )
    
    
    2,785.1Accumulated other non-owner changes in equity
    
    
    72.4
    
    
    
    (75.1
    )
    
    
    (98.8
    )
    
    
    27.0
    
    
    
    (9.1
    )
    
    
    23.6
    
    
    
    (60.0
    )Total shareholders equity
    
    
    4,407.4
    
    
    
    13.8
    
    
    
    3,392.0
    
    
    
    2,633.7
    
    
    
    11,739.0
    
    
    
    (19,459.1
    )
    
    
    2,726.8Total liabilities and
shareholders equity
    
    $
    5,468.5
    
    
    $
    1,560.3
    
    
    $
    9,291.8
    
    
    $
    5,020.6
    
    
    $
    13,122.1
    
    
    $
    (28,195.1
    )
    
    $
    6,268.2
 -17-




---



##### Table of Contents



Consolidating Balance Sheets
December 31, 2007
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc.
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    1.3
    
    
    $
    
    
    
    $
    23.1
    
    
    $
    (1.1
    )
    
    $
    209.5
    
    
    $
    
    
    
    $
    232.8Investments
    
    
    
    
    
    
    
    
    
    
    93.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93.7Receivables
    
    
    1.1
    
    
    
    
    
    
    
    0.3
    
    
    
    539.3
    
    
    
    507.9
    
    
    
    
    
    
    
    1,048.6Inventories
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    346.2
    
    
    
    297.5
    
    
    
    
    
    
    
    643.7Deferred income taxes and
other current assets
    
    
    0.7
    
    
    
    119.2
    
    
    
    64.3
    
    
    
    44.8
    
    
    
    55.2
    
    
    
    
    
    
    
    284.2Total current assets
    
    
    3.1
    
    
    
    119.2
    
    
    
    181.4
    
    
    
    929.2
    
    
    
    1,070.1
    
    
    
    
    
    
    
    2,303.0Restricted cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    290.1
    
    
    
    
    
    
    
    290.1Property, plant and
equipment, less
accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    63.9
    
    
    
    326.9
    
    
    
    329.0
    
    
    
    
    
    
    
    719.8Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,249.7
    
    
    
    1,290.6
    
    
    
    
    
    
    
    2,540.3Investment in subsidiaries
    
    
    5,158.1
    
    
    
    620.3
    
    
    
    4,779.5
    
    
    
    1,030.8
    
    
    
    3,785.5
    
    
    
    (15,374.2
    )
    
    
    Investment in parent
    
    
    
    
    
    
    
    
    
    
    2,872.2
    
    
    
    
    
    
    
    312.7
    
    
    
    (3,184.9
    )
    
    
    Intercompany accounts
receivable
    
    
    
    
    
    
    787.4
    
    
    
    
    
    
    
    1,337.0
    
    
    
    737.7
    
    
    
    (2,862.1
    )
    
    
    Intercompany notes
receivable
    
    
    162.4
    
    
    
    25.8
    
    
    
    1,155.2
    
    
    
    0.3
    
    
    
    4,422.1
    
    
    
    (5,765.8
    )
    
    
    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
 -18-




---



##### 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
    )Investment 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
    
    
    
    Purchase 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
 -19-




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##### Table of Contents



Consolidating Statements of Cash Flows
Three Months Ended March 31, 2007
 Cooper
    
    
    CooperIndustries,
    
    
    US,
    
    
    
    
    
    
    Other
    
    
    ConsolidatingCooper
    
    
    LLC
    
    
    Inc
    
    
    Guarantors
    
    
    Subsidiaries
    
    
    Adjustments
    
    
    TotalNet cash provided by (used in)
operating activities
    
    $
    (1.3
    )
    
    $
    (0.5
    )
    
    $
    31.2
    
    
    $
    (36.2
    )
    
    $
    80.5
    
    
    $
    
    
    
    $
    73.7Cash flows from investing
activities:Capital expenditures
    
    
    
    
    
    
    
    
    
    
    (2.8
    )
    
    
    (12.3
    )
    
    
    (7.0
    )
    
    
    
    
    
    
    (22.1
    )Cash paid for acquired businesses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (74.3
    )
    
    
    (50.0
    )
    
    
    
    
    
    
    (124.3
    )Investment in affiliates
    
    
    
    
    
    
    
    
    
    
    (0.7
    )
    
    
    
    
    
    
    
    
    
    
    0.7
    
    
    
    Loans to affiliates
    
    
    (60.0
    )
    
    
    
    
    
    
    (14.8
    )
    
    
    
    
    
    
    (309.0
    )
    
    
    383.8
    
    
    
    Repayments of loans from affiliates
    
    
    91.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    263.6
    
    
    
    (355.4
    )
    
    
    Dividends from affiliates
    
    
    
    
    
    
    
    
    
    
    26.3
    
    
    
    
    
    
    
    2.2
    
    
    
    (28.5
    )
    
    
    Net cash provided by (used in)
investing activities
    
    
    31.8
    
    
    
    
    
    
    
    8.0
    
    
    
    (86.6
    )
    
    
    (100.2
    )
    
    
    0.6
    
    
    
    (146.4
    )Cash flows from financing
activities:Repayments of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.0
    )
    
    
    
    
    
    
    (1.0
    )Borrowings from affiliates
    
    
    241.1
    
    
    
    14.8
    
    
    
    127.9
    
    
    
    
    
    
    
    
    
    
    
    (383.8
    )
    
    
    Repayments of loans to affiliates
    
    
    (199.6
    )
    
    
    
    
    
    
    (154.1
    )
    
    
    
    
    
    
    (1.7
    )
    
    
    355.4
    
    
    
    Other intercompany financing
activities
    
    
    5.0
    
    
    
    (14.3
    )
    
    
    (160.7
    )
    
    
    125.0
    
    
    
    45.0
    
    
    
    
    
    
    
    Dividends
    
    
    (38.9
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38.9
    )Dividends paid to affiliates
    
    
    (28.5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28.5
    
    
    
    Subsidiary purchase of parent shares
    
    
    7.0
    
    
    
    
    
    
    
    (46.3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39.3
    )Excess tax benefits from stock
options and awards
    
    
    
    
    
    
    
    
    
    
    10.4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.4Issuance of stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.7
    
    
    
    (0.7
    )
    
    
    Proceeds from exercise of stock
options
    
    
    
    
    
    
    
    
    
    
    21.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21.5Net cash provided by (used in)
financing activities
    
    
    (13.9
    )
    
    
    0.5
    
    
    
    (201.3
    )
    
    
    125.0
    
    
    
    43.0
    
    
    
    (0.6
    )
    
    
    (47.3
    )Effect of exchange rate changes on
cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.3
    
    
    
    
    
    
    
    1.3Increase (decrease) in cash and cash
equivalents
    
    
    16.6
    
    
    
    
    
    
    
    (162.1
    )
    
    
    2.2
    
    
    
    24.6
    
    
    
    
    
    
    
    (118.7
    )Cash and cash equivalents,
beginning of period
    
    
    11.5
    
    
    
    
    
    
    
    204.9
    
    
    
    (2.8
    )
    
    
    209.9
    
    
    
    
    
    
    
    423.5Cash and cash equivalents, end of
period
    
    $
    28.1
    
    
    $
    
    
    
    $
    42.8
    
    
    $
    (0.6
    )
    
    $
    234.5
    
    
    $
    
    
    
    $
    304.8
 -20-




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations
 Three Months Ended March 31, 2008 Compared With Three Months Ended March 31, 2007
  Revenues:
    Costs and Expenses:
    -21-




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##### Table of Contents



Operating Earnings:
   Income Taxes:
  Liquidity and Capital Resources
 Liquidity
   -22-




---



##### Table of Contents



Capital Resources:
       -23-




---



##### Table of Contents



Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
  Backlog
  March 31,2008
    
    
    2007(in millions)Electrical Products
    
    $
    804.2
    
    
    $
    738.3Tools
    
    
    71.3
    
    
    
    59.8$
    875.5
    
    
    $
    798.1
 Private Securities Litigation Reform Act Safe Harbor Statement
  
 Item 4. Controls and Procedures
   -24-




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##### Table of Contents



PART II  OTHER INFORMATION
 
  Discontinued Operations Liability
  2005
    -25-




---



##### Table of Contents



2006
      -26-




---



##### Table of Contents



2007
   2008
  -27-




---



##### Table of Contents



March 31,2008
    
    
    2007(in millions)Accrual at beginning of period
    
    $
    509.1
    
    
    $
    529.6Indemnity and defense payments
    
    
    (5.2
    )
    
    
    (8.8
    )Insurance recoveries
    
    
    15.8
    
    
    
    39.3Other
    
    
    (0.6
    )
    
    
    (0.6
    )Accrual at end of period
    
    $
    519.1
    
    
    $
    559.5
     Other Matters
  
   -28-




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##### Table of Contents



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 12/31/07
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,323,3471/01/08  1/31/08
    
    
    3,298,617
    
    
    $
    44.60
    
    
    
    3,298,617
    
    
    
    4,140,5302/01/08  2/28/08
    
    
    447,200
    
    
    $
    44.33
    
    
    
    447,200
    
    
    
    13,693,3303/01/08  3/31/08
    
    
    2,525,383
    
    
    $
    39.37
    
    
    
    2,525,383
    
    
    
    11,167,947
    (2)Total
    
    
    6,271,200
    
    
    $
    42.48
    
    
    
    6,271,200
 
 (1)
    
    On November 2, 2004, Coopers Board of Directors authorized the repurchase of up to
ten million additional shares of Cooper Class A common stock. On February 12, 2008, Cooper
announced that the Board of Directors authorized the repurchase of ten million shares of
common stock in addition to the remaining November 2, 2004 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 2008, Coopers current estimate is that 3 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 2008, Cooper had repurchased the 3 million shares
intended to offset dilution from share issuances under equity compensation plans, as well as
approximately 3.3 million additional shares under the Cooper Board of Directors authorizations
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. 
   
   10.1
    
    Form of Executive Stock Incentive Agreement for the Performance Period
2008-2010.10.2
    
    Cooper Industries Amended and Restated Stock Incentive Plan (February 12, 2008
Restatement).10.3
    
    Amended and Restated Directors Stock Plan (February 12, 2008 Restatement).10.4
    
    Second Amendment to Cooper Industries, Ltd. Amended and Restated Directors
Retainer Fee Stock Plan (April 1, 2003 Restatement).12.
    
    Computation of Ratios of Earnings to Fixed Charges for the Calendar Years 2003
through 2007 and the Three Months Ended March 31, 2008 and 2007.
 -29-




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##### Table of Contents



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.
 
   Cooper Industries, Ltd.(Registrant)Date: May 1,2008
    
    /s/ Terry A. Klebe

Terry A. Klebe, Senior Vice President andChief Financial OfficerDate: May 1,2008
    
    /s/ Rick L. Johnson

Rick L. Johnson, Vice President, Controller andChief Accounting Officer
 -30-




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##### Table of Contents



10.1
    
    Form of Executive Stock Incentive Agreement for the Performance Period
2008-2010.10.2
    
    Cooper Industries Amended and Restated Stock Incentive Plan (February 12, 2008
Restatement).10.3
    
    Amended and Restated Directors Stock Plan (February 12, 2008 Restatement).10.4
    
    Second Amendment to Cooper Industries, Ltd. Amended and Restated Directors
Retainer Fee Stock Plan (April 1, 2003 Restatement).12.
    
    Computation of Ratios of Earnings to Fixed Charges for the Calendar Years 2003
through 2007 and the three months ended March 31, 2008 and 2007.31.1
    
    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.