Item 2.02 Results of Operations and Financial Condition.

Fourth Quarter and Fiscal Year 2008 Results of Operations

On January 27, 2009, 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 fourth quarter and fiscal year 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 fourth quarter and fiscal year 2008, excluding restructuring and asset impairment charges offset by a lower tax rate. 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 income from continuing operations and earnings per share to exclude restructuring and asset impairment charges and tax related 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 January 27, 2009 titled, "Cooper Industries Reports Record Revenues, Earnings and Free Cash Flow for Full Year 2008."

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