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 19, 2005
Cooper Industries, Ltd.
(Exact Name of Registrant as Specified in its Charter)
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| 1-31330
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Bermuda
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98-0355628 |
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(State or Other Jurisdiction of
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(IRS Employer Identification No.) |
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Incorporation) |
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| 600 Travis, Suite 5800,
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77002 |
| Houston, Texas
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(Zip Code) |
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713/209-8400
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction
A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
Third-Quarter Results of Operations
On October 19, 2005, 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
2005. The press release includes a reference to free cash flow and the Company’s net debt-to-total
capitalization ratio. 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.
Item 9.01 Financial Statements and Exhibits.
Exhibits
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99.1 |
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Company press release dated October 19, 2005 titled “Cooper
Industries Reports Third-Quarter Earnings of $1.08 Per Share.” |