SECURITIES AND EXCHANGE COMMISSION
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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) March 8, 2004
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Cooper Industries, Ltd.
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(Exact Name of Registrant as Specified in its Charter)
Bermuda
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(State or Other Jurisdiction of Incorporation)
1-31330 98-0355628
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(Commission File Number) (IRS Employer Identification No.)
600 Travis, Suite 5800, Houston, Texas 77002
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(Address of Principal Executive Offices) (Zip Code)
713/209-8400
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements and Exhibits.
Exhibits
99.1 Cooper Industries, Ltd. (the "Company") press release dated
March 8, 2004 titled "Cooper Industries Reassesses Year-End
2003 Accrual for Discontinued Operations."
Item 12. Results of Operations and Financial Condition.
Results of Operations for Fourth Quarter and Full Year 2003
On March 8, 2004, 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 full year 2003 after reassessing its year-end 2003 accrual for
discontinued operations. The press release includes references to free cash
flow; the Company's net debt-to-total capitalization ratio; and operating
earnings, operating margins and general corporate expense before restructuring
and/or unusual 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 balances to pay down debt. Finally, management believes
that the presentation of operating earnings, operating margins and general
corporate expense before restructuring and/or unusual items provides investors
with a useful measure to compare the Company's performance with performance in
prior periods.
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.
(Registrant)
Date: March 8, 2004 /s/ Terry A. Klebe
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Terry A. Klebe
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
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99.1 Cooper Industries, Ltd. (the "Company") press release dated
March 8, 2004 titled "Cooper Industries Reassesses Year-End
2003 Accrual for Discontinued Operations"