Item 2.02 Results of Operations and Financial Condition.

Third Quarter Results of Operations

On October 23, 2008, 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 2008. The press release includes a reference to free cash flow; the Company's net debt-to-total capitalization ratio; and net income and earnings per share for the third quarter 2008, excluding gains from discrete tax items. 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 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-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 net income and earnings per share for the third quarter 2008 to exclude gains from discrete tax items, provides investors with a more meaningful assessment of operating results for 2008 and the comparison to operating results for the comparable periods in 2007.

Item 9.01 Financial Statements and Exhibits.

Exhibits

99.1 Company press release dated October 23, 2008 titled, "Cooper Industries Reports Third Quarter Revenues Up 15 Percent, Earnings from Continuing Operations of $1.08 Per Share, Including $.11 Per Share Gain From Discrete Tax Items."

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