Item 2.02 Results of Operations and Financial Condition.

Second Quarter 2009 Results of Operations.

On July 23, 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 second quarter of 2009. 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 second quarter 2009, excluding restructing charges for the second quarter of 2009. 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 charges provides investors with a more meaningful assessment of operating results for 2009 and the comparison to operating results for the comparable periods in 2008.

Item 9.01 Financial Statements and Exhibits.

99.1 Company press release dated July 23, 2009 titled, "Cooper Industries Reports Second Quarter Earnings of $.58 Per Share, Excluding Restructuring Charges; Record Second Quarter and Six Month Free Cash Flow"

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