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 23, 2007 |
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 5600, 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 23, 2007, 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 2007. The press release includes a reference to free cash flow; the Company's net debt-to-total capitalization ratio; and income from continuing operations and earnings per share for the third quarter and first nine months of 2007, excluding income from tax adjustments for the first nine months of 2007, and excluding income from payments received from Belden under a tax sharing agreement and expense related to certain legal matters for the third quarter of 2007. Reconciliations of these non-GAAP financial 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 per iod 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-total 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. Finally, Company management believes that adjusting income from continuing operations and earnings per share for the third quarter and first nine months of 2007 to exclude income from tax adjustments, the Belden income and expense related to certain legal matters, provides investors with a more meaningful assessment of operating results for 2007 and the comparison to operating results for the comparable periods in 2006.
Item 9.01 Financial Statements and Exhibits.
Exhibits
99.1 Company press release dated October 23, 2007 titled, "Cooper Industries Reports Third Quarter Revenues Up 14 Percent; Earnings of $.93 Per Share, Including Belden Income and Legal Matters of $.10 Per Share"
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 23, 2007 | 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 23, 2007 titled "Cooper Industries Reports Third Quarter Revenues Up 14 Percent; Earnings of $.93 Per Share, Including Belden Income and Legal Matters of $.10 Per Share." |