UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | October 24, 2006 |
Cooper Industries, Ltd.
__________________________________________
(Exact name of registrant as specified in its charter)
| Bermuda | 1-31330 | 98-0355628 |
| _____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 600 Travis, Suite 5800, Houston, Texas | 77002-1001 | |
| _________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 713-209-8400 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
Third Quarter Results of Operations
On October 24, 2006, Cooper Industries, Ltd. (the "Company") issued the press release attached hereto as Exhibit 99.1 setting forth the Company’s results of operations for the third quarter of 2006. The press release includes a reference to free cash flow and the Company’s net debt-to-total capitalization ratio. Reconciliations of these non-GAAP financials measures to the most directly comparable GAAP financial measures are set forth in the press release.
Company management believes that the presentation of free cash flow provides investors an efficient means by which they can evaluate the Company’s capacity in the period to reduce debt, repurchase shares and make acquisitions or other investments. Management also uses free cash flow to assess the Company’s operating performance and includes free cash flow as a criteria for determining incentive compensation for key employees. Company management believes that the net debt-to-tot al capitalization ratio provides investors with a supplemental ratio that reflects the Company’s debt leverage if the Company were to use its cash to pay down debt.
Item 9.01 Financial Statements and Exhibits.
Exhibits
99.1 Company press release dated October 24, 2006 titled, "Cooper Industries Reports Third Quarter Record Revenues and Record Earnings of $1.37 Per Share, Up 27 Percent"
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cooper Industries, Ltd. | ||||
| October 24, 2006 | By: | /s/ Terry A. Klebe | ||
| Name: Terry A. Klebe | ||||
| Title: Senior Vice President and Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
99.1 | Company press release dated October 24, 2006 titled, "Cooper Industries Reports Third Quarter Record Revenues and Record Earnings of $1.37 Per Share, Up 27 Percent" |