Cooper Industries
FBR Capital Markets FalI Investor Conference
Kirk Hachigian, Chairman and CEO
December 2009
Agenda
 Economic Environment
– 2009 Versus 2001
 Cooper – Better Prepared For The Downturn
– Operational Excellence
– Sustainable Growth Strategy
 2009 / 2010 Outlook
2
Revised 2008 Q4 Guidance Drivers*

Accelerated FX Headwinds
– Rapid Dollar Appreciation, Up Mid-Teens in Some Cases From Original
Q4 Forecast

Customers Depleting Inventory & Delaying Shipments
– Cautious / Frozen Environment as Economic Situation is Evaluated
– Retail Holiday Orders Not Materializing
– Utility Customers Delaying Shipments and Orders as They Evaluate
Financing Alternatives

Project Deferrals
– Construction Being Delayed in Anticipation of Lower Future
Commodity Costs
Unprecedented Volatility Creating
Difficult Forecasting Environment
*Slide Presented at Dec 2008 FBR Conference by KSH
3
Why Cooper Now?*
 Durable And Diverse Portfolio…End Markets Will Recover
– Core Growth In Top Quartile Last 5 Yrs
– 38% International Sales
 23 Acquisitions Since 2005 Around Strategic Platforms In
High Growth End-Markets
 Solid Competitive Cost Position / Less Capital Intensive
Business Model
 Outstanding Liquidity, Returning Cash To Shareholders
 Valuation Compelling (CBE: $22.56 on Dec 1, 2008)
Outstanding Portfolio, Disciplined Approach
Focused On Delivering Shareholder Value
*Slide Presented at Dec 2008 FBR Conference by KSH
4
U.S. Manufacturing Capacity Utilization, %
%
84
80
Dec 2008 Est.
76
72
68
64
60
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Capacity Utilization Rates At All-Time Lows….
Much Worse Than Any Other Recession
Source: NEMA Business Information Services
5
6
U.S. Industrial Production
%
10
5
0
-5
Dec 2008 Est.
-10
-15
-20
-25
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Impact Of Financial Crisis….Much Worse Than 2001
Source: NEMA Business Information Services
6
7
U.S. Nonresidential Construction
$
%
800
50
40
7 QTRS NEGATIVE
700
30
20
600
10
0
500
-10
bn. 2005$ (left)
400
-20
ann. % ch (right)
-30
300
2001
-40
2003
2005
2007
2009
2011
Unemployment, Bank Crisis, Vacancy
Rates…Worse Than 2001
Source: NEMA Business Information Services
7
8
U.S. Housing Starts, Mil. Units
Mil.
2.5
2.0
1.5
1.0
Total
Single family
0.5
0.0
2001
2003
2005
2007
2009
2011
Housing Beaten Down For 3+
Years….Much Worse Than 2001
Source: NEMA Business Information Services
8
9
U.S. Consumer Spending
%
8
Real consumer spending, annual % change
6
4
2
0
-2
-4
-6
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Much Worse Than 2001……
Source: NEMA Business Information Services
9
10
U.S. Unemployment
Unemployment rate, %
%
14
12
10
Dec 2008 Est.
8
6
4
2
2001
2002
2003 2004 2005 2006 2007 2008 2009 2010
2011
Unemployment Above 10%.....26-Year High
Source: NEMA Business Information Services
10
Economic Summary
2001 vs 2009
2001 vs 2009
Expected*
Actual
 Industrial
Same
Worse
– Energy
Better
Worse
 Commercial
Same
Worse
 Residential
Worse
Worse
 Utility
Better
Worse
– Developed
Worse
Worse
– Developing
Better
Worse
Worse
Worse
 International Markets
 GDP / Unemployment
2009 Turned Out To Be Much Worse Than Expected….
* Expectations Presented at Dec 2008 FBR Conference by KSH
11
12
Cooper Performance In Downturns
2001 & 2002 (1)
Revenue
COS
S,G&A
Op Margin
OWC
Free Cash Flow
-11%
-6%
Flat
-600bps
-26%
-25%
-19%
-220bps
Worse
-9%
-28%
Better
$428M
>$650M
Better
(FY 2002)
Net Debt
Net Debt to Cap
2009 (2)
$1.1B
36%
(FY 2009)
$547M
16%
Better
Better
Better
Better
Significantly Improved Performance vs. Last
Downturn….Much Different Cooper Today
(1) Excluding restructuring, goodwill amortization and unusual items
(2) Q308 vs. Q309, excluding unusual items and normalized for impact of acquisitions
12
Right Sizing Cooper
Q3 2008
vs.
Q3 2009
 Operating Working Capital
28%
 Inventory
30%
 SG&A *
19%
 COS *
25%
 Headcount *
18%
Business Is Right Sized And Well Positioned
To Leverage Recovery
* Normalized for impact of acquisitions and excluding unusual items
13
Segment Margins*
rs
4 y ea
15.9%
16.6%
16.2%
14.6%
12.5%
13.0%
2
ters
r
a
qu
13.7%
15.1%
13.6%
12.0%
11.3%
12.4%
11.8%
10.6%
9.5%
Electrical
Tools
8.5%
9.1%
5.5%
4.9%
4.3%
2.1%
-3.1%
2001 2002 2003 2004 2005 2006 2007 2008
Q1 09
Q2 09 Q3 09
Two Quarters For Electrical Margins To Achieve
15% Vs. Four Years Last Downturn
* Excluding restructuring and unusual items
14
Other
Re
si.
Portfolio In Solid Shape
Industrial
Tools
Early
Int’l.
Late
Commercial
Electrical
Products
Utility
61%
Industrial/Utility
89%
Electrical
U.S.
Mid
37%
International
~70%
Early/Mid Cycle
Large, Global, Healthy End-Markets
Growing At 3% Long-Term
Based on FY2008 and FY2009E
15
Evolution Of Change
CULTURE/
VALUES
– One “Cooper” Mentality
– Accountability/Pay for Performance
– Miami, CEC, Int’l. Conf. Calls
– Customer Centric
PROCESSES
LINKED BY EBS
PEOPLE
– Strategy/Budgets
– Cooper Initiatives
– MVP/NPI/Lean/VA/VE
– Talent Academy
– New MD&P Process
– Cooper “U”
Building A Leadership Team, Business Process And
Culture/Values To Drive Long-Term Exceptional Performance
16
Cooper’s Business Initiatives
Customer
Loyalty
Ease of Doing Business / Quality / Delivery
Innovation
Leveraging Technology To Drive Customer Value
Globalization
Competing And Winning Everywhere In The World
Talent
Development
Acquire, Assess, Develop, Deploy
Operational
Excellence
Driving Continuous Improvement – Order To Cash
Business Initiatives Core To Long-Term
Success In Up And Down Markets
17
Operational Excellence
Strategic
Imperative
Ongoing
Ongoing
Productivity
ProductivityFrom
From
MVP/Lean/VAVE
MVP/Lean/VAVE
Fully
FullyLeverage
Leverage
Global
GlobalStrategic
Strategic
Sourcing
Sourcing&&
Supply
SupplyChain
Chain
Optimize
OptimizeGlobal
Global
Footprint
Footprint
Area Of
Focus
 Safety
Delivery &
Quality
Benefit
 Improve Employee
Safety
Inventory &
Payables
 Increase Customer
Service & Loyalty
Direct/Indirect
Material Costs
 Ongoing Cost Out &
Elimination of Waste
Labor Costs
Infrastructure
Costs
 Reduce Working
Capital
Strong Foundation For Continuous Improvement & Growth
18
Enterprise Business System
Before
Now
48 Legacy Systems
 Rigorous Cost Mgmt
Tools
 OWC Efficiency
HIGHER COST
No
Con
sist
ility
isib
V
or
Po
enc
y
Internal Inefficiencies
Pric
e Le
akag
e
U
SK
life
o
r
P
HIGH RISK
on
i
t
a
r
5 Year/$100M
Investment
 Improved Customer
Service
 Less Risk
 Reduced Complexity
 Lower System Cost
 Matrix Pricing
 Customer Profitability
 SKU Rationalization
EBS Provides Core Backbone To Overall Process Capability
19
Manufacturing Evolution
Then
Now
 Internally Focused / Poor Service
Levels
 Customer Focused
 Command & Control Management
 Safety – Top 10%
 Safety at Industry Standard
 In-Source to Leverage Core
Competencies
 Opportunistic Outsourcing &
Plant Rationalization
 Employees are Energized & Engaged
 Attacking Material Costs – VA/VE
 Heavy Focus on Price With
Suppliers
 Common Metrics – Balanced
Scorecard, Plants & Suppliers
 Build Inventory to Keep Plants
Running
 Lean Driving Improvements - Typical
Results:
 Dimly Lit Plants, Poor Housekeeping
 50% in Quality & Lead Time
 30% in Safety & Productivity
 25% in Service & Inventory
 Well Lit, Energy Efficient Lighting
Attacking Fundamental Change At The Factory Floor
20
Focus: 2002 - Present
 Shifted To A More Centralized Business Model – Standard
Tools, Processes & Controls
 Enhanced The Portfolio Through Internal Investment And
Acquisition
 Spent $100M And Five Years Installing A Single Enterprise
Business System
 Manufacturing Footprint Much More Competitive Now….But
More Work To Do
 Lowered Our Overall Cost Structure
– LCC Sourcing, Lean/Productivity, Value Engineering
 Assembled World-class Leadership team
Significant Investments Over Last Seven Years Providing
Substantial Benefits In The New Economic Reality
21
Sustainable Growth Strategy
Market Growth
3%
+
Initiatives
2%
+
Acquisitions
5%
Customer Loyalty
Established Brands,
Leading Market
Positions…Common
Marketing Model
End-Market Growth
Innovation
Acquisitions
Large, Global,
Healthy & Diverse
End-Markets
Introduce New Products
With Focus On
Technology Solutions
Disciplined Strategy…
Build Key Platforms,
Increase Technology,
Accelerate Globalization
Globalization
International
Opportunity Offers
Substantial Upside
22
Cooper Business Portfolio
B-Line
$350+/- million
Bussmann
$400+/- million
Crouse-Hinds
$950+/- million
#1 North America
#1 Worldwide
#1 Worldwide
Lighting
$1,050+/- million
Power Systems
$1,100+/- million
Safety
$500+/- million
#3 North America
#1 North America
#3 Europe
Wiring Devices
$200+/- million
Tools
$550+/- million
#3 North America
#3 Worldwide (Power Tools)
World-Class Collection Of Businesses…89% Electrical
Based on FY2009E
23
Long-Term Global Trends
Energy Demand /
Utility Grid
Global Infrastructure
Conservation / “Green” /
Energy Efficiency & Reliability
Safety / Protection /
Mass Notification
Cooper Uniquely Positioned To Key Global Trends
24
Customer Loyalty
Technology Center
Industry Leading Training
and Education Center
Brand Management
Driving Growth & Loyalty Through
Powerful Brands
Vertical Markets
Integrated, Cross Division
Solutions
Value-Based Pricing
Integrated Approach to
Strategic Pricing Decisions
Category Management
Adding Value Through Data Driven
Services And Marketing
Loyalty Initiatives
Provide Single Point of Contact and
Online Tools (C3)
Building Upon A Legacy Of Innovation, Service & Expertise
25
Innovation - Product Vitality
New Product % of Sales
20%
 LED Innovation Center Opened July
2009 (Peachtree City, GA)
– Reduced New Product Time To Market
– Leverage Across Cooper Businesses
 Cooper Ranked #15 Industrial
Innovator, Up 14 Places From 2008*
15%
* From The Patent Board’s June 09 Industrial
Component Supplier Patent Scorecard
7%
2003
2008
2-3 Year
Target
New Product Leadership Drives
Organic Growth And Margin Expansion
26
LED & RF Wireless
RF / Wireless
Outage Advisor
Wireless Wide –
Area Notification
Wireless Sensor
Networks
Transportation
Radio Control
Industrial WiFi
Wireless Tool Tether
Power Systems
Safety
Bussmann &
Crouse-Hinds
Bussmann
Bussmann,
Crouse & Power Sys.
Tools
LED
LED Exit Sign
LED Healthcare
LED Vapor Tight
Utility Light
EVLED
LED Down-Light
LED Outdoor
Lighting, Safety
& Crouse-Hinds
Lighting
Crouse-Hinds
Crouse-Hinds
Lighting & Safety
Lighting
Leveraging Technology Platforms
Across Multiple Business Units
27
Renewable Energy
Wind
Solar
1
1
Nacelle
2
Tower
3
Combiner
3
String
Combiner
Transformer
2
3
4
Array
Combiner
DC Disconnect
5
AC Disconnect
Penetrating New High Growth Markets … ~ $50M Today
28
Global Growth
Y/Y Growth Rate
+17%
+22%
+16%
+5%
+11%
$1.2B
2003
Country Mgr
Int’l Acq. / JV
3
0
$1.3B
$2.4B
$2.0B
$1.6B
$1.4B
2004
2005
2006
1
1
1
2
3
1
2007
1
7
2008
1 =
4 =
Significant Change In Global Exposure…37% of
Sales In 2008 Outside the U.S.
10
15
29
2004 - 2009 M&A Activity
Summary
> 1,000 targets
identified in over
50 countries
80+ Deals
Presented
> $12B in
Revenue
27
Closed
Deals
Screening
 Closed 27 deals across all 8
divisions
 14 international deals in 6
countries
Diligence
 Executed on 11 strategic
growth platforms
 Strengthened the Core
Execution
 Specification / Technology
Driven Businesses
 Enhanced Our Global
Footprint
Executing A Consistent And Disciplined Strategy
30
Acquisition Priorities
Bussmann
Transportation
Bussmann
Electrical
Bussmann
Electronics
Crouse-Hinds
Connectivity
Crouse-Hinds
Instrumentation
Crouse-Hinds
Industrial EX
Power Systems
Global Products
Power Systems
Utility Automation
Lighting
Controls
Lighting
LED
Cooper Safety
Fire/Mass Notif.
Cooper Architectural &
Safety Lighting
Highest Impact, Largest Market Opportunities;
Focus Primarily On Industrial / Utility
31
2009 Q4 End-Market Conditions
Slowly Improving
Other
5%
9%
Resi
(19% Int’l)
Slowly Improving
40%
Industrial
(47% Int’l)
25%
Commercial
(37% Int’l)
Declining
21%
Utility
(27% Int’l)
Bottomed Out, Smart Grid Growing
Beginning To See Improved Conditions
In Several End Markets
Values based on FY2008 results
32
Major Economic Roadblocks
 High Unemployment
 Tepid Lending / Higher Savings Rates
 Commercial Real Estate
 Housing:
– 13% Of Mortgages Behind On Payments
– 20% Of Mortgages > Home Values
Slow Economic Growth Forecasted
For 2010 And 2011
33
2009 Outlook
FORECAST
Q4’09
2009
-16% to -20%
-20% to -23%
- Electrical Products
- Tools
-17% to -20%
-10% to -15%
-20% to -23%
-25% to -30%
Earnings Per Share *
Continuing Operations *
-17% to -28%
-32% to -35%
~ $.60 - $.70
~ $2.35 - $2.45
Total Revenues
Free Cash Flow
> $650M
Guiding EPS To $2.35 to $2.45 And
Over $650 Million In Free Cash Flow
* Excludes restructuring and unusual items
34
Outlook For 2010
End-Markets
Industrial
Residential
Earnings Levers
Sales Mix
Price / Mat’l Economics
Hedged Materials
Utility
Factory Absorption
Commercial
Pension
International
Restructuring Benefits
Interest Expense
Tax
+
+/+
+
+/+
+
-
End Markets Modestly Improve From Depressed Levels…
Strong Earnings Leverage
35
Margins By End Market
Vs. Cooper Avg.
2010 Revenues
 Industrial
 Utility
 Residential
 Commercial
 International
Above Average
Average
Below Average
Timing Of End-Market Recovery Will Help Sales Mix….
Expect Solid Leverage On Industrial/Utility Recovery
36
Free Cash Flow To Income History*
($ In Millions)
2.0
1.5
1.0
0.5
20
08
$196 $247 $344 $314 $428 $384 $383 $490 $535 $682
$761
20
09
E
20
07
20
06
20
05
20
04
20
03
20
02
20
01
20
00
19
99
19
98
0.0
$650+
9th Consecutive Year Free Cash Flow
Greater Than Continuing Income
* Income from Continuing Operations
37
Total Debt (Sept 30, 2009)
Amount
(in millions)
$275
325
300
300
 Paid
Rate
5.50%
3.55%
5.56%
5.75%
Due Date
Nov 2009
Nov 2012*
Apr 2015
Jul 2017
1,200
9
0
1,209
(662)
Long-Term Note Issuances
Misc. Long-Term Debt
Commercial Paper
Total Debt
Cash & Short-Term Investments
$547
Net Debt ($952 at December 31, 2008)
Balance Sheet Remains A Strategic Asset
* Swapped to Euro Debt – 5.25% note rate at date of issuance
38
Capital Allocation History
$116
$85
$336
$280
$103
$49
$131
$137
Capex
$297
Acq
$170
Div
$154
$97
$7
$138
$137
$203
$211
$264
FY04
FY05
FY06
$517
$344
FY07
Share
Buyback
FY08
$2.3B Cash Returned To Shareholders In Last 5 Years…
While Funding Strategic Growth
39
Capital Allocation 2009
Debt
Dividend
CapEx
Small Bolt-On
Acquisitions
Stock
Buy-Back
Paid Off $275M November Note / No
Commercial Paper Outstanding
$165M in 2009 – Safe!
$100M - $110M – Continuing To
Fund The Core
Continue Existing Strategy
Cheap/Low Risk/No Market Premium
(~13M Share Authorization)
Balanced Approach To Maximize Shareholder Value
40
5-Year Growth Trends
Revenues
EPS *
+10%
1
G
A
C
0%
R
+14%
+10%
19%
+6%
R
G
CA
+14%
Core
+5%
Core
+8%
Core
+8%
Core
+3%
+22%
+25%
+15%
2004
2005
2006
2007
2008
2004
2005
2006
2007
2008
Solid Core Growth In An Expanding Economy
Has Driven Strong EPS Growth
* From Continuing Operations, excluding unusual items
41
Summary
 Results Demonstrate A Much Improved Cooper vs. Last
Downturn…But Still More To Go
 Remained Focused On Future Growth During Downturn
– Improved Customer Service, New Products, Int’l Expansion
 Portfolio In Great Shape…Heavy Emphasis On Growth
Moving Forward
 Well Positioned To Capitalize On Emerging Technologies
And Global Trends
– Energy Efficiency/LED, Utility Infrastructure/Smart Grid,
Safety/Mass Notification, Global Infrastructure Build Out
 Strengthened The Balance Sheet Over The Cycle……
Ample Resource For Acquisitions And Stock Buybacks
Emerging From Economic Downturn
Extremely Well Positioned
42
FBR On Cooper (June 2009)
“ There Are Times When Even A Well-Run
Company’s Stock Is Unattractive” - DD
POSITIVES
CONCERNS
 Business Model
 Strategic Vision
 Execution Potential
 Comm. Construction
 Price
 Tools
High Quality Portfolio, Cooper Culture/Initiatives, Strong
Cash Flow/Balance Sheet Allow Us To Continue To
Generate Strong Shareholder Returns
43
Cooper Industries
FBR Capital Markets FalI Investor Conference
Questions & Answers
Material in this presentation contains "forward-looking statements" within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts
but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently
uncertain and outside of our control. It is possible that our actual results and financial condition may differ,
possibly materially, from the anticipated results and the financial condition indicated in these forward-looking
statements. For us, particular uncertainties that could cause our actual results to be materially different than
those expressed in our forward-looking statements include: market and economic conditions, competitive
pressures, volatility of raw material, transportation and energy costs, our ability to develop and introduce
new products, our ability to implement revenue growth plans and cost-reduction programs, mergers and
acquisitions and their integration, implementation of manufacturing rationalization programs, changes in mix
of products sold, changes in financial markets including currency exchange rate fluctuations, changes in
legislation and regulations (including changes in tax laws), and the resolution of potential liabilities and
insurance recoveries resulting from Pneumo-Abex related asbestos claims. For a discussion of some of the
risks and important factors that could affect our future results and financial condition, see "Risk Factors" in
Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7
of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
A reconciliation of any non-GAAP financial measure included in this presentation to the most directly
comparable GAAP measure can be accessed on the Investor Center section of the Cooper Industries website,
www.cooperindustries.com, under the heading “Management Presentations.”
This is a copyrighted presentation of Cooper Industries, plc and is intended for the exclusive use of the
participating audience. No other use of this presentation may be made without the express written consent
of Cooper Industries.
45