e10vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-31330
Cooper Industries plc
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Ireland
|
|
98-0632292 |
(State or Other Jurisdiction of
|
|
(I.R.S. Employer |
Incorporation or Organization)
|
|
Identification Number) |
|
|
|
5 Fitzwilliam Square
|
|
Dublin 2, Ireland |
(Address of Principal Executive Offices)
|
|
(Zip Code) |
713/209-8400
(Registrants Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Name of Each Exchange |
Title of Each Class |
|
on Which Registered |
Common Shares, $0.01 par value
|
|
The New York Stock Exchange |
Rights to Purchase Preferred Shares
|
|
The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Exchange Act.
Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer þ
|
|
Accelerated filer o
|
|
Non-accelerated filer o
|
|
Smaller reporting company o |
|
|
|
|
(Do not check if a smaller reporting company) |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
The aggregate value of the registrants voting and non-voting common equity held by
non-affiliates of the registrant as of June 30, 2009 was $5,150,057,732 based on the closing sale
price as reported on the New York Stock Exchange.
Number of registrants common shares outstanding as of January 31, 2010 167,166,953 common
shares.
DOCUMENTS INCORPORATED BY REFERENCE
Cooper Industries plc Proxy Statement to be filed for the Annual Meeting of Shareholders
to be held on April 27, 2010 (Part II Item 5(a), Part III Items 10, 11, 12, 13 and 14)
PART I
Our internet address is www.cooperindustries.com. We make available free of charge through our
website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the Exchange Act) as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the Securities and Exchange Commission
(the SEC). In addition, documents relating to our corporate governance (such as committee
charters, governance guidelines and other internal policies) can be found on our website. The SEC
maintains an internet site (www.sec.gov) that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC.
FORWARD-LOOKING STATEMENTS
We often discuss expectations regarding our future markets, demand for our products and services,
and our performance in our annual and quarterly reports, press releases, and other written and oral
statements. Statements that relate to matters that are not historical facts are forward-looking
statements within the meaning of the safe harbor provisions of Section 27A of the Securities Act
of 1933 and Section 21E of the Exchange Act. These forward-looking statements are based on an
analysis of currently available competitive, financial and economic data and our operating plans.
They are inherently uncertain and investors should recognize that events and actual results could
turn out to be significantly different from our expectations. By way of illustration, when used in
this document, words such as anticipate, believe, expect, plan, intend, estimate,
project, will, should, could, may, predict and similar expressions are intended to
identify forward-looking statements.
This Annual Report on Form 10-K, including Managements Discussion and Analysis of Financial
Condition and Results of Operations, includes forward-looking statements. Forward-looking
statements include, but are not limited to, any statements regarding future revenues, costs and
expenses, earnings, earnings per share, margins, cash flows, dividends and capital expenditures.
Important factors which may affect the actual results include, but are not limited to, political
developments, market and economic conditions, changes in raw material, transportation and energy
costs, industry competition, the ability to execute and realize the expected benefits from
strategic initiatives including revenue growth plans and cost control and productivity improvement
programs, the ability to develop and introduce new products, the magnitude of any disruptions from
manufacturing rationalizations, changes in mix of products sold, mergers and acquisitions and their
integration into Cooper, the timing and amount of any stock repurchases by Cooper, changes in
financial markets including currency exchange rate fluctuations, changing legislation and
regulations including changes in tax law, tax treaties or tax regulations, and the resolution of
potential liabilities and insurance recoveries resulting from on-going Pneumo-Abex related asbestos
claims.
The above description of risks and uncertainties is by no means all-inclusive, but is designed to
highlight what we believe are important factors to consider. For a more detailed description of
risk factors, please see Part I Item 1A. Risk Factors.
Unless the context requires otherwise, references in this Annual Report on Form 10-K to we, us,
our, the Company, or Cooper means Cooper Industries plc and, where the context requires,
includes our subsidiaries.
ITEM 1. BUSINESS
GENERAL
The term Cooper refers to the registrant, Cooper Industries plc, which was incorporated
under the laws of Ireland on June 4, 2009, and became the successor-registrant to Cooper
Industries, Ltd. on September 9, 2009. Cooper Industries, Ltd. was incorporated under the laws of
Bermuda on May 22, 2001, and became the successor registrant to Cooper Industries, Inc. on May 22,
2002.
In June 2009, our Board of Directors approved moving Coopers place of incorporation from
Bermuda to Ireland. This move was part of a reorganization that created a newly formed Irish
company,
2
Cooper Industries plc. We completed the first step in this reorganization by establishing our
tax residency in Ireland in December 2008. At a Special Shareholders Meeting on August 31, 2009,
shareholders voted in favor of completing the reorganization pursuant to which all Cooper
Industries, Ltd. Class A common shares held by public shareholders would be cancelled and all
holders of such shares would receive ordinary shares of Cooper Industries plc on a one-for-one
basis. The reorganization transaction was completed on September 8, 2009, following approval from
the Supreme Court of Bermuda, at which time Cooper Industries plc replaced Cooper Industries, Ltd.
as the ultimate parent company. On October 19, 2009, the Irish High Court approved the reduction of
share premium (similar to additional paid-in-capital) to establish distributable reserves in the
statutory balance sheet of Cooper Industries plc. The establishment of distributable reserves was
required to enable the Company to pay dividends and repurchase shares in the future.
We believe being an Irish company offers increased strategic flexibility and operational
benefits as we continue to expand the growing international portion of our business. We do not
expect the reorganization to have any material impact on our financial results. Shares of the Irish
company, Cooper Industries plc, began trading on the New York Stock Exchange on September 9, 2009
under the symbol CBE, the same symbol under which Cooper Industries, Ltd. shares were previously
traded. Cooper Industries plc remains subject to the U.S. Securities and Exchange Commission
reporting requirements, the mandates of the Sarbanes-Oxley Act and applicable corporate governance
rules of the New York Stock Exchange.
Cooper operates in two business segments: Electrical Products and Tools. Cooper manufactures
markets and sells its products and provides services throughout the world. Cooper has
manufacturing facilities in 23 countries and currently employs approximately 28,200 people.
Operations in the United States are conducted by wholly-owned subsidiaries of Cooper, organized by
the two business segments. Activities outside the United States contribute significantly to the
revenues and operating earnings of both segments of Cooper. These activities are conducted in
major industrialized countries by wholly-owned subsidiaries and jointly-owned companies, the
management of which is structured through Coopers two business segments. As a result of
operations outside the United States, sales and distribution networks are maintained throughout
most of the industrialized world. Cooper generally believes that there are no substantial
differences in the business risks associated with operations outside the United States compared
with United States activities, although Cooper is subject to certain political and economic
uncertainties encountered in activities outside the United States, including trade barriers and
restrictions on the exchange and fluctuations of currency. Cooper generates the most non-U.S.
revenues in the United Kingdom, Germany, Canada, Mexico, France and the Asia Pacific region.
Cooper has operations in India and China and has several majority-owned joint ventures with
operations in China. Investments in emerging markets such as India and China are subject to
greater risks related to economic and political uncertainties as compared to most countries where
Cooper has operations. Exhibit 21.0 contains a list of Coopers significant subsidiaries.
Financial information with respect to Coopers industry segments and geographic areas is
contained in Note 15 of the Notes to the Consolidated Financial Statements. A discussion of
acquisitions and divestitures is included in Notes 3 and 16 of the Notes to the Consolidated
Financial Statements.
With its two business segments, Cooper serves four major markets: the industrial, commercial,
utility and residential markets. Cooper also serves the electronics and telecommunications
markets. Markets for Coopers products and services are worldwide, though the United States is the
largest market. Within the United States, there is no material geographic concentration by state
or region. Cooper experiences substantial competition in both of its business segments. The number
and size of competitors vary considerably depending on the product line. Cooper cannot specify
with exactitude the number of competitors in each product category or their relative market
position. However, most operating units experience significant competition from both larger and
smaller companies with the key competitive factors being customer and end-user service, price,
quality, brand name and availability. Cooper considers its reputation as a manufacturer of a broad
line of quality products and premier brands to be an important factor in its businesses. Cooper
believes that it is among the leading manufacturers in the world of
3
electrical distribution equipment, support systems, hazardous duty electrical equipment,
lighting fixtures, emergency lighting, fuses, nonpower hand tools and industrial power tools.
Coopers research and development activities are for purposes of improving existing products
and services and originating new products. During 2009, approximately $141.1 million was spent for
research and development activities as compared with approximately $141.8 million in 2008 and
$105.7 million in 2007. Cooper obtains and holds patents on products and designs in the United
States and many other countries where operations are conducted or products are sold. Although in
the aggregate Coopers patents are important in the operation of its businesses, the loss by
expiration or otherwise of any one patent or license or group of patents or licenses would not
materially affect its business.
Cooper does not presently anticipate that compliance with currently applicable environmental
regulations and controls will significantly change its competitive position, capital spending or
earnings during 2010. Cooper has been a party to administrative and legal proceedings with
governmental agencies that have arisen under statutory provisions regulating the discharge or
potential discharge of material into the environment. Orders and decrees consented to by Cooper,
or currently under negotiation with state regulatory agencies, have contained agreed-upon
timetables for fulfilling reporting or remediation obligations or maintaining specified air and
water discharge levels in connection with permits for the operations of various plants. Cooper
believes it is in compliance with the orders and decrees, and such compliance is not material to
the business or financial condition of Cooper. For additional information concerning Coopers
accruals for environmental liabilities, see Note 7 of the Notes to the Consolidated Financial
Statements.
Approximately 60 percent of the United States hourly production work force of Cooper is
employed in 43 manufacturing facilities, distribution centers and warehouses not covered by labor
agreements. Numerous agreements covering approximately 40 percent of all hourly production
employees exist with 15 bargaining units at 17 operations in the United States. We also have
agreements with various unions at 20 operations in other countries. During 2009, new agreements
were concluded covering hourly production employees at 8 operations in the United States. Cooper
considers its employee relations to be excellent.
Sales backlog at December 31, 2009 was approximately $573.9 million, all of which is for
delivery during 2010, compared with backlog of approximately $678.9 million at December 31, 2008.
The following describes the business conducted by each of Coopers business segments.
Additional information regarding the products, markets and distribution methods for each segment is
set forth in the table at the end of this Item. Information concerning market conditions, as well
as information concerning revenues and operating earnings for each segment, is included under Item
7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Electrical Products
The Electrical Products segment manufactures, markets and sells electrical and circuit
protection products, including fittings, support systems, enclosures, specialty connectors, wiring
devices, plugs, receptacles, lighting fixtures and controls, hazardous duty electrical equipment,
intrinsically safe explosion proof instrumentation, fuses, emergency lighting, fire detection and
mass notification systems and security products for use in residential, commercial and industrial
construction, maintenance and repair applications. The segment also manufactures markets and sells
products for use by utilities and in industry for electrical power transmission and distribution,
including distribution switchgear, transformers, transformer terminations and accessories,
capacitors, voltage regulators, surge arresters, energy automation solutions and other related
power systems components.
The principal raw material requirements include: steel, copper, aluminum, aluminum ingots,
brass, tin, lead, plastics, electronic components and insulating materials including transformer
oil. These raw materials are available from and supplied by numerous sources located in the United
States and other countries, although there are limited sources of supply for electrical core steel
and transformer oil that Cooper uses in electrical power transmission and distribution products.
4
Demand for electrical products follows general economic conditions and is generally sensitive
to activity in the commercial and residential construction markets, industrial production levels,
electronic component production and spending by utilities for replacements, expansions and
efficiency improvements. The segments product lines are marketed directly to original equipment
manufacturers and utilities and to a variety of end users through major distributor chains, retail
home centers, hardware outlets and thousands of independent distributors.
Tools
The Tools segment manufactures markets and sells hand tools for industrial, construction,
electronics and consumer markets; automated assembly systems for industrial markets; and electric
and pneumatic industrial power tools, related electronics and software control and monitoring
systems for general industry, primarily automotive and aerospace manufacturers.
The principal raw material requirements include: flat and bar stock steel, brass, copper,
fiberglass, aluminum, metal castings and forgings, wood, plastic pellets and plastic sheet. These
materials are available from and supplied by numerous sources located in the United States and
other countries.
Demand for nonpowered hand tools, assembly systems and industrial power tools are driven by
employment levels and industrial activity in major industrial countries and by consumer spending.
In addition, demand for industrial power tools is influenced by automotive and aerospace production
and general industrial production. The segments products are sold by the companys sales force,
independent distributors and retailers.
5
COOPER INDUSTRIES PLC
PRODUCTS, MARKETS AND DISTRIBUTION METHODS BY SEGMENT
Electrical Products Major Products and Brands
Access Cabinets electrical enclosures
Ametrix architectural asymmetric lighting
Antares dimming lighting controls
Arktite and eXLink plugs and receptacles
Arrow Hart commercial and industrial wiring devices and power connection products
ArrowLink modular wiring devices
Aspire and Siena decorative wiring devices
Aspire RF radio frequency controls, switches and receptacles
AtLite commercial, exit and emergency lighting
AutoGrip commercial-grade plugs and connectors
Axent architectural lighting
Blessing emergency lighting systems
B-Line support systems, enclosures, fasteners
Burton undersea connectors
Bussmann and Buss electrical and electronic fuses, fuse holders, and accessories
Buzznut labor saving fasteners
Cam-Lok electrical power connectors
Cannon Technologies automated distribution solutions
Capri cable accessories and flexible conduits
CEAG emergency lighting systems and explosion protected electrical materials
CEAG emergency lighting systems and explosion protected electrical materials
Cent-R-Rail and Redi-Rail metal rack units and cable trays
Cent-R-Rail cable tray system
Champ and Hazard-Gard HID and fluorescent lighting
Chico conduit sealing compound
Coiltronics inductors and transformers for the electronics industry
Condulet fittings and outlet bodies
Cooper Interconnect specialty connectors and cables
Cooper Wiring Devices residential, commercial and industrial wiring devices and
power connection products
CORE Controls dimmers, occupancy sensors, RF and integrated control systems
Corelite indirect/direct linear& recessed lighting
Crompton lighting fixtures
Crouse-Hinds and CEAG electrical construction materials and aviation
lighting products
CSA security systems and fire detection systems
CUBEFuse fuse and fuse holder system
Cybectec substation integration and automation solutions
CYME International Power Engineering Software
Domex and Domex Ground electrical construction materials and ground systems
Domex Bond Rojo coated conduit system (total protection against corrosion)
Dura-Blok rooftop supports
Dura-Clean washdown support systems
Dura-Cooper and Dura-Green epoxy coatings
E2 and EC2 electronic enclosures
Edison electrical and electronic fuses, fuse holders and accessories
Edison relays and fusegear
ELLK 92 explosion protected fluorescent light fixture
Enviroshield and Premier electrical enclosure
Envirotemp FR3 fire resistant, dielectric fluid
Envirotran liquid filled transformers
Exactra panel boards
EX-Cell and NexT industrial enclosures
F.A.S.T. underfloor cable tray system
Fail-Safe confinement, vandal-resistant, clean room and medical lighting
Flex Station panel boards
Flextray wire mesh cable tray
Fulleon and Nugelec fire detection systems
Fusetron, Limitron, Low-Peak and Xian electrical fuses
G&H Technology specialty connectors
General Connectors military connectors
Grate-Lock interlocking grating system
Greengate energy management lighting controls
Grip-Strut safety grating
Halo recessed downlighting, track and surface lighting
Hart-Lock and Power-Lock locking devices
Hart-Lock electrical receptacles, caps, connectors and accessories
Hyundai explosion-proof electrical products
iLight architectural lighting controls (International)
iLumin architectural lighting controls (North America)
InVision overcurrent protective device monitoring system for industry
Invue outdoor architectural area /site, decorative and floodlighting
io architectural LED lighting
Iris architectural residential recessed downlighting
JSB and Menvier emergency lighting and fire detection systems
Kearney connectors, switches, fuses and cutouts
Kwik Clip pipe and conduit supports
Kwik-Wire cable support systems
Kyle distribution switchgear
Lumark indoor and outdoor industrial, area /site, security and floodlighting
Lumière architectural landscape lighting
Luminox emergency lighting
LynxPower industrial connectivity
MagneX interrupting devices
Magnum power distribution blocks and power terminal blocks
McGraw-Edison outdoor architectural area /site, garage and floodlighting
McGraw-Edison transformer components, cable accessories and fuses
MEDC signals and alarms
MediaSync multi-media wiring systems
Metalux commercial and industrial fluorescent lighting
M-Force switches
Mini-Line miniature over-molded connectors-cord sets
MTL intrinsically safe interfacing products and instrumentation
MTL Surge Technologies and Atlantic Scientific surge protection equipment
MWS modular wiring systems
Myers electrical hubs
Neo-Ray architectural indirect/direct linear, recessed and surface lighting
Nortem electrical construction materials
NOVA reclosers, sectionalizers and switches
OMNEX wireless signal technology and products
Optima fuse holder
PDS commercial recessed downlighting
Perf-O Grip plank metal grating
PolySurg polymer-based ESD suppression devices for the electronics industry
Portfolio architectural commercial recessed downlighting
Posi-Break electrical connectors
Posi-Lok electrical connector panel units
Power-Lock wiring devices, receptacles, caps and covers
PowerPlus panel boards
PowerStor supercapacitors for the electronics industry
Pretronica and Univel emergency lighting and power systems
Quick Grip OEM plugs and connectors
Quik-Spec electrical gear
RCM + rack cable management systems
Redi-Rail cable tray system
Regent consumer security lighting
REPEL protected switches and wallplates
RhinoBox temporary power center
Roam Secure personal and regional alerting
Roam Secure text messaging/SMS alerting, automated dialing, desktop alerts, and
email notification systems
Royer commercial and industrial wiring devices and power connection products
RSA architectural multi-lamp, recessed, track and linear lighting
Ruff-in prefabricated mounting and support systems
Ruff-in prefabricated mounting and support systems
SAFEPATH voice evacuation systems and accessories
Safety Grip industrial-grade plugs and connectors
SAFETYBasics electrical safety training
Scantronic and Menvier security systems
Sedna decorative switches and receptacles
Shaper indoor and outdoor architectural decorative lighting
ShockSentry circuit protection devices
Snapn Shield insulated pipe supports
SpecOne panel boards
Spectra panel boards
Stabex explosion protected torch
Streetworks outdoor area/roadway lighting
Sure-Lites exit and emergency lighting
SurePower power management and wireless control products for the
transportation industry
SurgeBloc electrical protection receptacles and surge suppressors
Traction Tread perforated panel safety grating
UltraSIL and VariSTAR surge arresters
VaporGard incandescent clear globe lighting fixtures
V-Line electronic cabinets
WAVES mass notification systems and accessories
WeatherBox while-in-use outdoor boxes and covers
Wheelock fire and security notification appliances, devices and signals
X-Switch NSF certified motor control switch
Yukon software platform
Zero 88 theatrical lighting controls
Tools Major Products and Brands
Airetool, Automated Systems, Cleco, DGD, Dotco and Gardner-Denver industrial
power tools and assembly equipment
Apex fastening tools and universal joints
Atila screwdrivers
Atkins hacksaws
Belzer pliers, wrenches, sockets and drivers
Buckeye material removal tools and fixed drills
Campbell chains, blocks, clamps, and fittings
Caulk Master air-powered dispensing guns
Collins machetes, shovels, and axes
Crescent wrenches, pliers, drivers, and tool sets
Diamond horseshoes and farrier tools
Disston garden tools, saws, pliers, wrenches, and bits
Doler and Quackenbush advanced drilling equipment
Erem precision cutters and tweezers
Filtronic fume extraction equipment
Geta fastening tools
K&F files and rasps
Kahnetics dispensing equipment
Lufkin measuring tools
Master Power industrial air tools
Mayle wrenches, pliers, drivers, and tool sets
Metromex saws, trowels, and measuring tools
Metronix servos, drivers and speed controls
Nicholson files, rasps, and saws
Onix Plata hacksaws
Plumb hammers and hatchets
Recoules cutters and drilling tools
Rotor Tool fixtured and portable assembly equipment
Scala precision measurement tools
Utica torque measurement and control tools
Weller soldering tools, rework/repair tools, and fume extraction equipment
Wire Wrap solderless connection equipment
Wiss and H.K. Porter cutting products
Xcelite screwdrivers, nutdrivers, pliers, and tool kits
|
|
|
* |
|
Gardner-Denver is a registered trademark of Gardner Denver, Inc. and is used by Cooper
Industries under license. |
6
COOPER INDUSTRIES PLC
PRODUCTS, MARKETS AND DISTRIBUTION METHODS BY SEGMENT (Continued)
ELECTRICAL PRODUCTS
Major Markets
Fuses and circuit protection products are utilized in products for the construction,
industrial, transportation and consumer markets and by manufacturers in the electrical, electronic,
telecommunications and transportation industries. Lighting fixtures are utilized in residential
construction, industrial, institutional and commercial building complexes, shopping centers,
parking lots, roadways, and sports facilities. Electrical power products are used by utilities and
commercial and industrial power users. Electrical construction materials are used in commercial,
residential and industrial projects, by utilities, airports and wastewater treatment plants and in
the process and energy industries. Emergency lighting, fire detection and security systems are
installed in residential, commercial and industrial applications. Support systems and enclosures
are used in industrial, commercial and telecommunications complexes. Wiring devices are used in
the construction, renovation, maintenance and repair of residential, commercial, industrial and
institutional buildings.
Principal Distribution Methods
Products are sold through distributors for use in general construction and renovation, plant
maintenance, process and energy applications, shopping centers, parking lots, sports facilities,
and data processing and telecommunications systems; through distributors and direct to utilities
and manufacturers for use in electronic equipment for consumer, industrial, government and military
applications; through distributors and direct to retail home centers and hardware outlets; and
direct to original equipment manufacturers of appliances, tools, machinery and electronic
equipment.
TOOLS
Major Markets
Power tools and assembly systems are used by general industrial manufacturers, particularly
durable goods producers and original equipment manufacturers, such as those in the aerospace and
automobile industries. Hand tools are used in a variety of industrial, electronics, agricultural,
construction and consumer applications.
Principal Distribution Methods
Products are sold through distributors and agents to general industry, particularly automotive
and aircraft; through distributors and wholesalers to hardware stores, lumberyards and department
stores; and direct to original equipment manufacturers, home centers, specialty stores, department
stores, mass merchandisers and hardware outlets.
7
ITEM 1A. RISK FACTORS
Our financial condition and performance are subject to various risks and uncertainties,
including the risk factors described below. We may amend or supplement the risk factors from time
to time by other reports that we file with the SEC in the future.
Our Businesses Are Subject to Competitive Pressures.
Our businesses operate in markets that are highly competitive, and we compete on the basis of
price, quality, service, innovation and/or brand name across the industries and markets served.
Some of our competitors for certain products have greater sales, assets and financial resources
than we do. Competitive pressures could affect prices we charge our customers or demand for our
products, which could adversely affect our operating results.
Demand for Our Products Is Sensitive to the Economic Conditions in the Markets We Serve.
Demand for electrical products follows general economic conditions and is generally sensitive
to activity in the commercial and residential construction and renovation markets, industrial
production levels, electronic component production and spending by utilities for replacements,
expansions and efficiency improvements. Demand for non-powered hand tools, assembly systems and
industrial power tools is driven by employment levels, industrial activity and consumer spending.
In addition, demand for industrial power tools is influenced by automotive and aerospace
production. Reduced demand due to economic and market conditions could adversely affect our
results of operations.
Development and Introduction of New Products and Solutions Affect our Ability to Grow Revenues and
Improve Profitability.
Development and introduction of new products that increase our customers productivity and
efficiency, provide enhanced energy efficiency, introduce new technology solutions, enhance safety
and conform to electrical standards in regions and local countries contribute significantly to our
revenue growth and profitability. We continually invest in new products and solutions and are not
dependent upon the success of any one product or solution. However, our overall success depends on
continuous new products and solutions being introduced and accepted by our customers.
Price Increases or Significant Shortages of Raw Materials and Components Could Adversely Affect Our
Operating Costs and the Competitive Position of Our Products.
Our major requirements for raw materials include steel, copper, aluminum, electronic
components and plastics and, to a lesser degree brass, tin, lead, fiberglass and insulating
materials including transformer oil. We have multiple sources of supply for each of our major
requirements, although there are limited sources of supply for electrical core steel and
transformer oil that Cooper uses in electrical power transmission and distribution products.
Significant shortages could disrupt the supply of raw materials or price increases could affect
prices we charge our customers, our product costs, and the competitive position of our products and
services, which could adversely affect our results of operations.
Operations and Supply Sources Located Outside the United States, Particularly Emerging Markets, Are
Subject to Increased Risks.
Our operating activities outside the United States contribute significantly to our revenues
and earnings. Serving a global customer base and remaining competitive in the global market place
requires that we place more production in countries other than the United States, including
emerging markets, to capitalize on market opportunities and maintain a cost-efficient structure.
In addition, we source a significant amount of raw materials and other components from third-party
suppliers or majority-owned
8
joint-venture operations in low-cost countries. Our operations outside the United States
could be disrupted by a natural disaster, labor strike, war, political unrest, terrorist activity
or public health concerns. Operations outside the United States are also subject to certain
regulatory and economic uncertainties including trade barriers and restrictions on the exchange and
fluctuations of currency. We believe that our operations in emerging markets such as China and
India are subject to greater risks related to these political and economic uncertainties as
compared to most countries where Cooper has operations.
Our Key Strategic Initiatives Affect Our Ability to Grow Revenues, Control Costs and Improve
Productivity.
Our operating model is built on a platform of key strategic initiatives that are designed to
grow revenues, control costs and improve productivity. Our ability to execute and realize the
expected benefits from our strategic initiatives affects our revenues and operating costs. Also,
our operations could be disrupted by manufacturing rationalizations.
We Engage in Acquisitions and May Encounter Difficulties in Integrating These Businesses.
We are a company that, from time to time, seeks to grow through strategic acquisitions. The
success of these transactions depends on our ability to integrate the assets and personnel acquired
in these transactions. We may encounter difficulties in integrating acquisitions with our
operations and may not realize the degree or timing of the benefits that we anticipated from an
acquisition.
We Have Liability Exposure for Asbestos-Related Claims.
We have owned businesses that produced and sold products that contained asbestos. We,
therefore, have potential liability arising from individuals claiming illnesses from exposure to
asbestos. Insurance policies satisfy portions of the claim settlements and related legal costs.
Many of the asbestos claims arise from our former Abex Friction Products business that was sold to
Federal-Mogul Corporation and was subject to Federal-Mogul Corporations bankruptcy plan of
reorganization. On September 30, 2008, the Bankruptcy Court issued a ruling denying the Plan A
Settlement, resulting in Cooper not participating in the Federal-Mogul 524(g) trust and instead
proceeding with the Plan B Settlement under which Cooper resolves through the tort system the
asbestos-related claims arising from the Abex Friction product line that was sold to Federal-Mogul
in 1998.
As a result of the Bankruptcy Court ruling, Cooper adjusted its accounting in the third
quarter of 2008 to reflect the Plan B Settlement. The amounts recorded by Cooper for its asbestos
liability and related insurance receivables rely on various assumptions. The key assumptions
include the number and type of new claims filed each year, the average indemnity and defense costs
of resolving claims, the number of years these assumptions are projected into the future, and the
resolution of ongoing negotiations of additional settlement or coverage-in-place agreements with
insurance carriers. Assumptions with respect to these variables are subject to greater uncertainty
as the projection period lengthens. Other factors that may affect Coopers liability and ability
to recover under its insurance policies include uncertainties surrounding the litigation process
from jurisdiction to jurisdiction and from case to case, reforms that may be made by state and
federal courts, and the passage of state or federal tort reform legislation. Coopers actual
asbestos costs or insurance recoveries could be significantly higher or lower than those recorded
if the assumptions used in the estimation process vary significantly from actual results over time.
Cooper reviews these assumptions on a periodic basis to determine whether any adjustments are
required to the estimates of its recorded asbestos liability and related insurance receivables.
Further information regarding Coopers asbestos liability is discussed under Item 3 Legal
Proceedings.
9
We Are Subject To Litigation and Environmental Regulations That Could Adversely Impact Our
Operating Results.
We are, and may in the future be, a party to a number of legal proceedings and claims,
including those involving product liability, tort, employment claims, intellectual property claims,
and environmental matters, several of which claim, or may in the future claim, significant damages.
Given the inherent uncertainty of litigation, we can offer no assurance that existing litigation
or a future adverse development will not have a material adverse impact. We also are subject to
various laws and regulations relating to environmental protection and the discharge of materials
into the environment, and we could incur substantial costs as a result of the noncompliance with or
liability for cleanup or other costs or damages under environmental laws.
Our operations and facilities are subject to numerous state and federal environmental laws,
rules and regulations, including, without limitation, laws concerning the containment and disposal
of hazardous substances and other waste materials. We employ personnel responsible for monitoring
environmental compliance and arranging for remedial actions that may be required from time to time
and also use consultants to advise on and assist with our environmental compliance efforts.
Liabilities are recorded when the need for environmental assessments and/or remedial efforts become
known or probable and the cost can be reasonably estimated.
Laws protecting the environment generally have become more stringent than in the past and are
expected to continue to become more so. Violation of environmental laws and regulations can lead
to the imposition of administrative, civil or criminal penalties, remedial obligations, and in some
cases injunctive relief. Such violations could also result in liabilities for personal injuries,
property damage, and other costs and claims. Under the Comprehensive Environmental Response,
Compensation and Liability Act, also known as CERCLA or Superfund, and related state laws and
regulations, liability can be imposed jointly on the entire group of responsible parties or
separately on any one of the responsible parties, without regard to fault or the legality of the
original conduct on certain classes of persons that contributed to the release of a hazardous
substance into the environment. Under CERCLA, such persons may be liable for the costs of cleaning
up the hazardous substances that have been released into the environment and for damages to natural
resources.
Inability to Maintain Access to Capital Markets May Adversely Affect Our Business and Financial
Results.
Our ability to invest in our businesses, make strategic acquisitions and refinance maturing
debt obligations may require access to the capital markets and sufficient bank credit lines to
support short-term borrowings. If we are unable to access the capital markets, we could experience
a material adverse affect on our business and financial results.
Risks relating to Coopers Jurisdiction of Incorporation.
Legislative and regulatory action could materially adversely affect us.
Legislative and regulatory action may be taken in the U.S. which, if ultimately enacted, could
override tax treaties upon which we rely or broaden the circumstances under which we would be
considered a U.S. resident, each of which could materially and adversely affect our effective tax
rate and/or require us to take further action, at potentially significant expense, to seek to
preserve our effective tax rate. We cannot predict the outcome of any specific legislative or
regulatory proposals. However, if proposals were enacted that had the effect of disregarding the
reincorporation to Ireland or limiting our ability as an Irish company to take advantage of tax
treaties with the U.S., we could be subjected to increased taxation and/or potentially significant
expense.
The U.S. Federal Government and certain states and municipalities have enacted legislation
intended to deny federal funding and government contracts to U.S. companies that reincorporate
outside the U.S. For instance, the Financial Services and General Government Appropriations Act
for fiscal year 2010
10
signed into law in December 2009 includes a provision that prohibits government contracts with
U.S. companies that have reincorporated outside the United States. We cannot provide any assurance
that the impact on us of any adopted or proposed legislation in this area will not be materially
adverse to our operations.
In addition, there continues to be negative publicity regarding, and criticism of,
companies that conduct substantial business in the U.S. but are domiciled in countries that do not
have tax treaties with the United States, like Bermuda. We cannot assure you that moving our
jurisdiction of incorporation to Ireland in September 2009 will eliminate the risk that we may be
subject to similar criticism.
We may not be able to maintain a competitive worldwide effective corporate tax rate.
We believe that the Irish reincorporation should improve our ability to maintain a
competitive worldwide effective corporate tax rate. We cannot give any assurance as to what our
effective tax rate will be, however, because of, among other things, uncertainty regarding the tax
policies of the jurisdictions where we operate. Our actual effective tax rate may vary from this
expectation and that variance may be material. Additionally, the tax laws of Ireland and other
jurisdictions could change in the future, and such changes could cause a material change in our
effective tax rate.
Irish law differs from the laws in effect in the United States and may afford less protection to
holders of our securities.
It may not be possible to enforce court judgments obtained in the United States against us in
Ireland based on the civil liability provisions of the U.S. federal or state securities laws. In
addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce
judgments of U.S. courts obtained against us or our directors or officers based on the civil
liabilities provisions of the U.S. federal or state securities laws or hear actions against us or
those persons based on those laws. We have been advised that the United States currently does not
have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in
civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any
U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal
or state securities laws, would not automatically be enforceable in Ireland. The following
requirements must be met before the foreign judgment will be deemed to be enforceable in Ireland:
|
|
|
The judgment must be for a definitive sum; |
|
|
|
The judgment must be final and conclusive; and |
|
|
|
The judgment must be provided by a court of competent jurisdiction. |
As an Irish company, Cooper Industries plc is governed by the Irish Companies Act, which
differs in some material respects from laws generally applicable to U.S. corporations and
shareholders, including, among others, differences relating to shareholder lawsuits. The duties of
directors and officers of an Irish company generally are owed to the company only. Shareholders of
Irish companies generally do not have a personal right of action against directors or officers of
the company and may exercise such rights of action on behalf of the company only in limited
circumstances. Accordingly, holders of Cooper Industries plc securities may have more difficulty
protecting their interests than would holders of securities of a corporation incorporated in a
jurisdiction in the United States.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
On December 31, 2009, the plants and other facilities used by Cooper throughout the world
contained an aggregate of approximately 20.8 million square feet of space, of which approximately
79 percent was owned and 21 percent was leased. The charts on the next page show the number of
employees, square footage of facilities owned and leased and location of manufacturing facilities
for each industry segment.
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square Footage of |
|
|
|
|
|
|
|
|
Plants and Facilities |
|
|
Number of |
|
Number and Nature of Facilities |
|
(in millions) |
Segment |
|
Employees |
|
Manufacturing |
|
Warehouse |
|
Sales |
|
Other |
|
Owned |
|
Leased |
Electrical Products |
|
|
23,991 |
|
|
|
105 |
|
|
|
28 |
|
|
|
82 |
|
|
|
4 |
|
|
|
12.4 |
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tools |
|
|
3,655 |
|
|
|
23 |
|
|
|
4 |
|
|
|
9 |
|
|
|
|
|
|
|
4.0 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
28,255 |
|
|
|
128 |
|
|
|
32 |
|
|
|
91 |
|
|
|
7 |
|
|
|
16.4 |
|
|
|
4.4 |
|
|
|
|
* |
|
Multi-purpose facilities at a single location are listed in each applicable column. |
Manufacturing Plant Locations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United |
|
(Other |
|
United |
|
|
|
|
|
South |
|
|
|
|
|
|
|
|
|
|
|
|
|
Republic |
|
|
|
|
|
|
|
|
|
|
|
|
|
Saudi |
Segment |
|
States |
|
Than UK) |
|
Kingdom |
|
Mexico |
|
America |
|
Australia |
|
Canada |
|
China |
|
of China |
|
India |
|
Korea |
|
Singapore |
|
Arabia |
Electrical
Products |
|
|
49 |
|
|
|
12 |
|
|
|
12 |
|
|
|
10 |
|
|
|
2 |
|
|
|
2 |
|
|
|
3 |
|
|
|
8 |
|
|
|
1 |
|
|
|
3 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tools |
|
|
10 |
|
|
|
6 |
|
|
|
|
|
|
|
3 |
|
|
|
2 |
|
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
59 |
|
|
|
18 |
|
|
|
12 |
|
|
|
13 |
|
|
|
4 |
|
|
|
3 |
|
|
|
3 |
|
|
|
9 |
|
|
|
1 |
|
|
|
3 |
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
* |
|
Some facilities are shared by Electrical Products and Tools operations. |
12
ITEM 3. LEGAL PROCEEDINGS
Item 1. Legal Proceedings
Discontinued Operations Liability
In October 1998, Cooper sold its Automotive Products business to Federal-Mogul Corporation
(Federal-Mogul). These discontinued businesses (including the Abex Friction product line
obtained from Pneumo-Abex Corporation (Pneumo) in 1994) were operated through subsidiary
companies, and the stock of those subsidiaries was sold to Federal-Mogul pursuant to a Purchase and
Sale Agreement dated August 17, 1998 (1998 Agreement). In conjunction with the sale,
Federal-Mogul indemnified Cooper for certain liabilities of these subsidiary companies, including
liabilities related to the Abex Friction product line and any potential liability that Cooper may
have to Pneumo pursuant to a 1994 Mutual Guaranty Agreement between Cooper and Pneumo. On October
1, 2001, Federal-Mogul and several of its affiliates filed a Chapter 11 bankruptcy petition. The
Bankruptcy Court for the District of Delaware confirmed Federal-Moguls plan of reorganization and
Federal-Mogul emerged from bankruptcy in December 2007. As part of Federal-Moguls Plan of
Reorganization, Cooper and Federal-Mogul reached a settlement agreement that was subject to
approval by the Bankruptcy Court resolving Federal-Moguls indemnification obligations to Cooper.
As discussed further below, on September 30, 2008, the Bankruptcy Court issued its final ruling
denying Coopers participation in the proposed Federal-Mogul 524(g) trust resulting in
implementation of the previously approved Plan B Settlement. As part of its obligation to Pneumo
for any asbestos-related claims arising from the Abex Friction product line (Abex Claims), Cooper
has rights, confirmed by Pneumo, to significant insurance for such claims. Based on information
provided by representatives of Federal-Mogul and recent claims experience, from August 28, 1998
through December 31, 2009, a total of 147,740 Abex Claims were filed, of which 124,911 claims have
been resolved leaving 22,829 Abex Claims pending at December 31, 2009. During the year ended
December 31, 2009, 1,565 claims were filed and 2,424 claims were resolved. Since August 28, 1998,
the average indemnity payment for resolved Abex Claims was $2,106 before insurance. A total of
$167.7 million was spent on defense costs for the period August 28, 1998 through December 31, 2009.
Existing insurance coverage currently provides approximately 30% recovery of the total defense and
indemnity payments for Abex Claims due to exhaustion of primary layers of coverage and litigation
with certain excess insurers, although, in certain periods, insurance recoveries can be higher due
to new settlements with insurers.
2005
2007
In December 2005, Cooper reached an initial agreement in negotiations with the representatives
of Federal-Mogul, its bankruptcy committees and the future claimants (the Representatives)
regarding Coopers participation in Federal Moguls proposed 524(g) asbestos trust. By
participating in this trust, Cooper would have resolved its liability for asbestos claims arising
from Coopers former Abex Friction Products business. The proposed settlement agreement was
subject to court approval and certain other approvals. Future claims would have been resolved
through the bankruptcy trust.
Although the final determination of whether Cooper would participate in the Federal-Mogul
524(g) trust was unknown, Coopers management concluded that, at the date of the filing of its 2005
Form 10-K, the most likely outcome in the range of potential outcomes was a settlement
approximating the December 2005 proposed settlement. Accordingly, the accrual for potential
liabilities related to the Automotive Products sale and the Federal-Mogul bankruptcy was $526.3
million at December 31, 2005. The December 31, 2005 discontinued operations accrual included
payments to a 524(g) trust over 25 years that were undiscounted, and included $215 million of
insurance recoveries where insurance in place agreements, settlements or policy recoveries were
probable.
Throughout 2006 and 2007, Cooper continued to believe that the most likely outcome in the
range of potential outcomes was a revised settlement with Cooper resolving its asbestos obligations
through participation in the proposed Federal-Mogul 524(g) trust. While the details of the
proposed settlement agreement evolved during the on-going negotiations throughout 2006 and 2007,
the underlying principles of
the proposed settlement arrangements being negotiated principally included fixed payments to a
524(g) trust over 25 years that were subject to reduction for insurance proceeds received in the
future.
13
As a result of the then current status of settlement negotiations, Cooper recorded a $20.3
million after-tax discontinued operations charge, net of an $11.4 million income tax benefit, in
the second quarter of 2006 to reflect the revised terms of the proposed settlement agreement at
that time. The discontinued operations accrual was $509.1 million and $529.6 million as of
December 31, 2007 and 2006, respectively, and included payments to a 524(g) trust over 25 years
that were undiscounted, and included insurance recoveries of $230 million and $239 million,
respectively, where insurance in place agreements, settlements or policy recoveries were probable.
The U.S. Bankruptcy Court for the District of Delaware confirmed Federal-Moguls plan of
reorganization on November 8, 2007, and the U.S. District Court for the District of Delaware
affirmed the Bankruptcy Courts order on November 14, 2007. As part of its ruling, the Bankruptcy
Court approved the Plan B Settlement between Cooper and Federal-Mogul, which would require payment
of $138 million to Cooper in the event Coopers participation in the Federal-Mogul 524(g) trust is
not approved for any reason, or if Cooper elected not to participate or to pursue participation in
the trust. The Bankruptcy Court stated that it would consider approving Coopers participation in
the Federal-Mogul 524(g) trust at a later time, and that its order confirming the plan of
reorganization and approving the settlement between Cooper and Federal-Mogul did not preclude later
approval of Coopers participation in the 524(g) trust. Accordingly, in an effort to continue
working towards approval of Coopers participation in the trust and to address certain legal issues
identified by the Court, Cooper, Pneumo-Abex, Federal-Mogul, and other plan supporters filed the
Modified Plan A Settlement Documents on December 13, 2007. The Modified Plan A Settlement
Documents would have required Cooper to make an initial payment of $248.5 million in cash to the
Federal-Mogul trust upon implementation of Plan A with additional annual payments of up to $20
million each due over 25 years. If the Bankruptcy Court had approved the modified settlement and
that settlement was implemented, Cooper, through Pneumo-Abex LLC, would have continued to have
access to Abex insurance policies.
2008
During the first quarter of 2008, the Bankruptcy Court concluded hearings on Plan A. On
September 30, 2008, the Bankruptcy Court issued its ruling denying the Modified Plan A Settlement
resulting in Cooper not participating in the Federal-Mogul 524(g) trust and instead proceeding with
the Plan B Settlement that had previously been approved by the Bankruptcy Court. As a result of
the Plan B Settlement, Cooper received the $138 million payment, plus interest of $3 million, in
October 2008 from the Federal-Mogul Bankruptcy estate and continues to resolve through the tort
system the asbestos related claims arising from the Abex Friction product line that it had sold to
Federal-Mogul in 1998. Cooper continues to have access to Abex insurance policies.
The accrual for potential liabilities related to the Automotive Products sale and the
Federal-Mogul bankruptcy and a progression of the activity is presented in the following table
assuming resolution through participation in the Federal-Mogul 524(g) trust up until September 30,
2008 when the accounting was adjusted to reflect the Plan B Settlement.
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
Twelve Months Ended |
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in millions) |
|
|
(in millions) |
|
Accrual at beginning of period (under Plan A) |
|
$ |
509.1 |
|
|
$ |
529.6 |
|
Indemnity and defense payments |
|
|
(16.9 |
) |
|
|
(52.9 |
) |
Insurance recoveries |
|
|
25.4 |
|
|
|
39.3 |
|
Other |
|
|
(1.6 |
) |
|
|
(6.9 |
) |
|
|
|
|
|
|
|
Accrual at end of period (under Plan A) * |
|
$ |
516.0 |
|
|
$ |
509.1 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
The $516.0 million liability reflects the estimated liability under Plan A
immediately prior to adjusting the accounting on September 30, 2008 to reflect the Plan
B Settlement. |
As a result of the September 30, 2008 Bankruptcy Court ruling discussed above, Cooper
adjusted its accounting in the third quarter of 2008 to reflect the separate assets and liabilities
related to the on-going
14
activities to resolve the potential asbestos related claims through the
tort system. Cooper recorded income from discontinued operations of $16.6 million, net of a $9.4
million income tax expense, in the third quarter of 2008 to reflect the Plan B Settlement.
The following table presents the separate assets and liabilities under the Plan B settlement
and the cash activity subsequent to the September 30, 2008 Plan B Settlement date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December |
|
|
December |
|
|
September |
|
|
|
31, 2009 |
|
|
31, 2008 |
|
|
30, 2008 |
|
|
|
(in millions) |
|
Asbestos liability analysis: |
|
|
|
|
|
|
|
|
|
|
|
|
Total liability for unpaid, pending and future indemnity
and defense costs at end of period |
|
$ |
784.5 |
|
|
$ |
815.1 |
|
|
$ |
823.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asbestos receivable analysis |
|
|
|
|
|
|
|
|
|
|
|
|
Receivable from Federal-Mogul Bankruptcy estate
(received in Oct. 2008) |
|
$ |
|
|
|
$ |
|
|
|
$ |
141.0 |
|
Insurance receivable for previously paid claims and
insurance settlements |
|
|
64.6 |
|
|
|
74.6 |
|
|
|
72.7 |
|
Insurance-in-place agreements available for pending
and future claims |
|
|
114.7 |
|
|
|
117.7 |
|
|
|
119.6 |
|
|
|
|
|
|
|
|
|
|
|
Total estimated asbestos receivable at end of period |
|
$ |
179.3 |
|
|
$ |
192.3 |
|
|
$ |
333.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended |
|
|
Three Months Ended |
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
(in millions) |
|
|
(in millions) |
|
Cash Flow: |
|
|
|
|
|
|
|
|
Indemnity and defense payments |
|
$ |
(29.9 |
) |
|
$ |
(7.9 |
) |
Insurance recoveries |
|
|
54.6 |
|
|
|
|
|
Payment from Federal-Mogul Bankruptcy Estate |
|
|
|
|
|
|
141.0 |
|
Other |
|
|
(0.7 |
) |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
Net cash flow (excluding related income taxes) |
|
$ |
24.0 |
|
|
$ |
132.8 |
|
|
|
|
|
|
|
|
During 2009, Cooper recognized after tax gains from discontinued operations of $25.5 million,
which is net of a $16.2 million income tax expense, from negotiated insurance settlements
consummated in 2009 that were not previously recognized. Cooper believes that it is likely that
additional insurance recoveries will be recorded in the future as new insurance-in-place agreements
are consummated or settlements with insurance carriers are completed. Timing and value of these
agreements and settlements cannot be currently estimated as they may be subject to extensive
additional negotiation and litigation.
Asbestos Liability Estimate
As of December 31, 2009, Cooper estimates that the undiscounted liability for pending and
future indemnity and defense costs for the next 45 years will be $784.5 million. This amount
includes accruals for unpaid indemnity and defense costs at December 31, 2009 which are not
significant. The estimated liability is before any tax benefit and is not discounted as the timing
of the actual payments is not reasonably predictable.
The methodology used to project Coopers liability estimate relies upon a number of
assumptions including Coopers recent claims experience and declining future asbestos spending
based on past trends and
publicly available epidemiological data, changes in various jurisdictions, managements judgment
about the current and future litigation environment, and the availability to claimants of other
payment sources.
Abex discontinued using asbestos in the Abex Friction product line in the 1970s and
epidemiological studies that are publicly available indicate the incidence of asbestos-related
disease is in
15
decline and should continue to decline steadily. However, these studies, or other
assumptions, may vary significantly over time from the current estimates utilized to project the
undiscounted liability.
Although Cooper believes that its estimated liability for pending and future indemnity and
defense costs represents the best estimate of its future obligation, Cooper utilized scenarios that
it believes are reasonably possible that indicate a broader range of potential estimates from $505
to $877 million (undiscounted).
Asbestos Receivable Estimate
As of December 31, 2009, Cooper, through Pneumo-Abex LLC, has access to Abex insurance
policies with remaining limits on policies with solvent insurers in excess of $680 million.
Insurance recoveries reflected as receivables in the balance sheet include recoveries where
insurance-in-place agreements, settlements or policy recoveries are probable. As of December 31,
2009, Coopers receivable for recoveries of costs from insurers amounted to $179.3 million, of
which $64.6 million relate to costs previously paid or insurance settlements. Coopers
arrangements with the insurance carriers may defer certain amounts of insurance and settlement
proceeds that Cooper is entitled to receive beyond twelve months. Approximately 90% of the $179.3
million receivable from insurance companies at December 31, 2009 is due from domestic insurers
whose AM Best rating is Excellent (A-) or better. The remaining balance of the insurance
receivable has been significantly discounted to reflect managements best estimate of the
recoverable amount.
Cooper believes that it is likely that additional insurance recoveries will be recorded in the
future as new insurance-in-place agreements are consummated or settlements with insurance carriers
are completed. Timing and value of these agreements and settlements cannot be currently estimated
as they may be subject to extensive additional negotiation and litigation.
Critical Accounting Assumptions
The amounts recorded by Cooper for its asbestos liability and related insurance receivables
are not discounted and rely on assumptions that are based on currently known facts and strategy.
The value of the liability on a discounted basis net of the amount of insurance recoveries likely
to materialize in the future would be significantly lower than the net amounts currently recognized
in the balance sheet. Coopers actual asbestos costs or insurance recoveries could be
significantly higher or lower than those recorded if assumptions used in the estimation process
vary significantly from actual results over time. As the estimated liability is not discounted and
extends over 45 years, any changes in key assumptions could have a significant impact on the
recorded liability. Key variables in these assumptions include the number and type of new claims
filed each year, the average indemnity and defense costs of resolving claims, the number of years
these assumptions are projected into the future, and the resolution of on-going negotiations of
additional settlement or coverage-in-place agreements with insurance carriers. Assumptions with
respect to these variables are subject to greater uncertainty as the projection period lengthens.
Other factors that may affect Coopers liability and ability to recover under its insurance
policies include uncertainties surrounding the litigation process from jurisdiction to jurisdiction
and from case to case, reforms that may be made by state and federal courts, and the passage of
state or federal tort reform legislation. Cooper will review these assumptions on a periodic basis
to determine whether any adjustments are required to the estimate of its recorded asbestos
liability and related insurance receivables.
From a cash flow perspective, Cooper management believes that the annual cash outlay for its
potential asbestos liability, net of insurance recoveries, will not be material to Coopers
operating cash flow.
Other Matters
Cooper and its subsidiaries are defendants or otherwise involved in a number of lawsuits in
the ordinary course of business. We estimate the range of our liability related to pending
litigation when we believe the amount and range of loss can be estimated. We record our best
estimate of a loss when the loss is considered probable. When a liability is probable and there is
a range of estimated loss with no best estimate in the range, we record the minimum estimated
liability related to the lawsuits or claims. As additional information becomes available, we
assess the potential liability related to our pending litigation and claims
16
and revise our
estimates. Due to uncertainties related to the resolution of lawsuits and claims, the ultimate
outcome may differ from our estimates. In the opinion of management and based on liability
accruals provided, our ultimate exposure with respect to these pending lawsuits and claims is not
expected to have a material adverse effect on our consolidated financial position or cash flows,
although they could have a material adverse effect on our results of operations for a particular
reporting period.
The U.S. Federal Government has enacted legislation intended to deny certain federal funding
and government contracts to U.S. companies that reincorporate outside the United States, including
Section 745 of the Consolidated Appropriations Act, 2008 (Public Law 110-161), Section 724(c) of
the Transportation, Treasury, Housing and Urban Development, the Judiciary, and Independent
Agencies Appropriations Act, 2006 (Public Law 109-115), and 6 U.S.C. 395(b) of The Homeland
Security Act. Cooper has self-reported to the Department of Defense certain transactions
aggregating approximately $8 million with U.S. government entities which may be subject to the
legislation. At the time of this filing, it is too early to determine whether any fines or
penalties may be assessed against Cooper.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no matters were submitted
to a vote of the shareholders.
PART II
|
|
|
ITEM 5. |
|
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES |
Cooper Industries plc, which was incorporated under the laws of Ireland on June 4, 2009,
became the successor-registrant to Cooper Industries, Ltd. on September 9, 2009. Cooper common
shares (symbol CBE) are listed on the New York Stock Exchange. Options for Cooper common shares
are listed on the NYSE Alternext U.S. exchange.
As of January 31, 2010 there were 19,014 record holders of Cooper common shares.
The high and low quarterly sales prices for the past two years of Cooper common shares as
reported by Dow Jones & Company, Inc., are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter |
|
|
|
|
1 |
|
2 |
|
3 |
|
4 |
2009 |
|
High |
|
$ |
31.33 |
|
|
$ |
36.64 |
|
|
$ |
38.89 |
|
|
$ |
44.99 |
|
|
|
Low |
|
|
18.86 |
|
|
|
24.71 |
|
|
|
28.76 |
|
|
|
36.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
High |
|
$ |
53.25 |
|
|
$ |
47.55 |
|
|
$ |
49.64 |
|
|
$ |
40.27 |
|
|
|
Low |
|
|
35.37 |
|
|
|
39.40 |
|
|
|
36.96 |
|
|
|
19.32 |
|
Cash dividends declared on Cooper Industries, Ltds Class A and Class B common shares were
$.185 a share per quarter (or $.74 on an annualized basis) during 2005 and 2006, $.21 a share per
quarter (or $.84 on an annualized basis) during 2007, and $.25 a share per quarter ($1.00 on an
annualized basis) during 2008 and 2009 (through the dividend declared on August 3, 2009). Based on
Cooper Industries, Ltds capital structure in 2009, all of the dividend distributions paid by it in
2009 are treated as a return of capital to its
shareholders. For the dividends payable in 2007, 2008 and 2009 (through the dividend payable
October 1, 2009), Coopers subsidiaries that held Class A and Class B shares of Cooper Industries,
Ltd. received dividends on such shares.
17
Cash dividends of $.25 a share were declared on Cooper Industries plcs common shares on
November 3, 2009 that was paid on January 4, 2010. On February 15, 2010, Coopers Board of
Directors declared a dividend of $.27 per share increasing the annual dividend rate of Coopers
common stock to $1.08 per share. For dividends payable in 2010, Cooper currently anticipates that
based on its capital structure all or a substantial portion of its dividend distributions will be
treated as dividend income to its shareholders.
Irish Taxes Applicable to Dividends
In certain circumstances, Cooper will be required to deduct Irish dividend withholding tax
(currently at the rate of 20%) from dividends paid to its shareholders. In the majority of cases,
shareholders resident in the U.S. will not be subject to Irish withholding tax. Dividends paid to
U.S. residents will not be subject to dividend withholding tax provided that:
|
|
|
In the case of a beneficial owner, the address of the beneficial owner in the
records of his or her broker is in the United States and this information is provided
by the broker to the Companys qualifying intermediary; or |
|
|
|
In the case of a record owner, the record owner has provided to the Companys
transfer agent a valid W-9 showing either an address or valid taxpayer identification
number. |
Shareholders resident in a number of other countries will not be subject to Irish withholding
tax provided that they complete certain Irish dividend withholding tax forms.
Irish income tax may also arise with respect to dividends paid on Cooper shares. A
shareholder who is not a resident in Ireland who meets one of the exemptions from dividend
withholding tax described above and does not hold Cooper shares through a branch or agency in
Ireland through which a trade is carried on generally will not have any Irish income tax liability
on a dividend paid by Cooper. If a shareholder who is not a resident in Ireland is subject to the
dividend withholding tax, the withholding payment discharges any Irish income tax liability,
provided the shareholder furnishes to the Irish Revenue authorities a statement of the dividend
withholding tax imposed. A shareholder who is a resident of Ireland may be subject to Irish income
tax and/or levies on dividends received from Cooper.
A Transfer of Cooper Industries plc Shares May be Subject to Irish Stamp Duty
A transfer of Cooper shares from a seller who holds shares beneficially to a buyer who holds
the acquired shares beneficially will not be subject to Irish stamp duty. A transfer of Cooper
shares by a seller who holds shares directly to any buyer, or by a seller who holds the shares
beneficially to a buyer who holds the acquired shares directly, may be subject to Irish stamp duty
(currently at the rate of 1% of the price paid or the market value of the shares acquired, if
higher) payable by the buyer.
We currently intend to pay stamp duty in connection with share transfers made in the ordinary
course of trading by a seller who holds shares directly to a buyer who holds the acquired shares
beneficially. In other cases Cooper may, in its absolute discretion, pay any stamp duty. Coopers
articles of association provide that, in the event of any such payment, Cooper may seek
reimbursement from the buyer or seller, at its discretion.
18
The following table reflects activity related to equity securities purchased by Cooper during
the three months ended December 31, 2009:
Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of Shares |
|
Maximum Number of |
|
|
Total Number of |
|
|
|
|
|
Purchased as Part of |
|
Shares that May Yet Be |
|
|
Shares |
|
Average Price |
|
Publicly Announced Plans |
|
Purchased Under the |
Period |
|
Purchased |
|
Paid per Share |
|
or Programs |
|
Plans or Programs(1) |
As of 9/30/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,766,635 |
|
10/01/09 10/31/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,766,635 |
|
11/01/09 11/30/09 |
|
|
10,000 |
|
|
$ |
39.54 |
|
|
|
10,000 |
|
|
|
12,756,635 |
|
12/01/09 12/31/09 |
|
|
284,600 |
|
|
$ |
42.48 |
|
|
|
284,600 |
|
|
|
12,472,035 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
294,600 |
|
|
$ |
42.38 |
|
|
|
294,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On February 12, 2008, Coopers Board of Directors authorized the repurchase of up to
ten million shares of Cooper common stock. On February 9, 2009, Cooper announced that the
Board of Directors authorized the repurchase of ten million shares of common stock in addition
to the remaining February 12, 2008 authorization, which is reflected in the above table.
Cooper has also announced that the Board authorized the repurchase of shares issued from time
to time under its equity compensation plans, matched savings plan and dividend reinvestment
plan in order to offset the dilution that results from issuing shares under these plans. For
2010, Coopers current estimate is that 2.5 million shares would be issued under equity
compensation plans, which is not reflected in the above table. |
|
(2) |
|
As of the date of this filing in 2010, Cooper had repurchased 589,600 shares under
the Cooper Board of Directors authorizations discussed above. Cooper may continue to
repurchase shares under this authorization from time to time during 2010. The decision
whether to do so will depend on the favorability of market conditions, as well as potential
cash requirements for acquisitions and debt repayments. |
Further information required by this Item is set forth under the caption Equity
Compensation Plan Information in Coopers Proxy Statement to be filed pursuant to Regulation 14A
under the Securities Exchange Act of 1934 in connection with Coopers 2010 Annual Meeting of
Shareholders (the Proxy Statement) and is incorporated herein by reference.
19
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected historical financial data for Cooper for each of the
five years in the period ended December 31, 2009. The selected historical financial information
shown below has been derived from Coopers audited consolidated financial statements. This
information should be read in conjunction with Coopers consolidated financial statements and notes
thereto.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ending December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
(in millions, except per share data) |
|
INCOME STATEMENT DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
5,069.6 |
|
|
$ |
6,521.3 |
|
|
$ |
5,903.1 |
|
|
$ |
5,184.6 |
|
|
$ |
4,730.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
413.6 |
|
|
$ |
615.6 |
|
|
$ |
692.3 |
|
|
$ |
484.3 |
|
|
$ |
391.1 |
|
Income (charge) from discontinued
operations, net of taxes |
|
|
25.5 |
|
|
|
16.6 |
|
|
|
|
|
|
|
(20.3 |
) |
|
|
(227.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
439.1 |
|
|
$ |
632.2 |
|
|
$ |
692.3 |
|
|
$ |
464.0 |
|
|
$ |
163.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME PER COMMON SHARE DATA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
2.47 |
|
|
$ |
3.54 |
|
|
$ |
3.80 |
|
|
$ |
2.64 |
|
|
$ |
2.12 |
|
Income (charge) from discontinued
operations |
|
|
.15 |
|
|
|
.10 |
|
|
|
|
|
|
|
(.11 |
) |
|
|
(1.23 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2.62 |
|
|
$ |
3.64 |
|
|
$ |
3.80 |
|
|
$ |
2.53 |
|
|
$ |
.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
2.46 |
|
|
$ |
3.51 |
|
|
$ |
3.73 |
|
|
$ |
2.58 |
|
|
$ |
2.06 |
|
Income (charge) from discontinued
operations |
|
|
.15 |
|
|
|
.09 |
|
|
|
|
|
|
|
(.11 |
) |
|
|
(1.19 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2.61 |
|
|
$ |
3.60 |
|
|
$ |
3.73 |
|
|
$ |
2.47 |
|
|
$ |
.87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE SHEET DATA (at December 31): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
5,984.4 |
|
|
$ |
6,164.9 |
|
|
$ |
6,133.5 |
|
|
$ |
5,374.8 |
|
|
$ |
5,215.1 |
|
Long-term debt, excluding current maturities |
|
|
922.7 |
|
|
|
932.5 |
|
|
|
909.9 |
|
|
|
702.8 |
|
|
|
1,002.9 |
|
Shareholders equity |
|
|
2,963.3 |
|
|
|
2,607.4 |
|
|
|
2,841.9 |
|
|
|
2,475.3 |
|
|
|
2,205.2 |
|
CASH DIVIDENDS DECLARED PER
COMMON SHARE |
|
$ |
1.00 |
|
|
$ |
1.00 |
|
|
$ |
.84 |
|
|
$ |
.74 |
|
|
$ |
.74 |
|
In October 1998, Cooper sold its Automotive Products segment for $1.9 billion in
proceeds. Discontinued operations charges of $20.3 million, which is net of an $11.4 million income
tax benefit, in 2006 and $227.2 million, which is net of a $127.8 million income tax benefit, in
2005 were recorded for potential liabilities related to the Automotive Products segment sale and
the Federal-Mogul bankruptcy. In 2008, discontinued operations income of $16.6 million, which is
net of a $9.4 million income tax expense, was recorded to reflect ongoing resolution of the
potential liabilities through the tort system when the Bankruptcy Court denied Coopers
participation in the Federal-Mogul 524(g) trust. During 2009, Cooper recognized an after-tax gain
from discontinued operations of $25.5 million, which is net of a $16.2 million income tax expense,
from negotiated insurance settlements consummated in 2009 that were not previously recognized. See
Note 16 of the Notes to the Consolidated Financial Statements.
20
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
Electrical Products |
|
$ |
4,511.9 |
|
|
$ |
5,755.7 |
|
|
$ |
5,108.4 |
|
Tools |
|
|
557.7 |
|
|
|
765.6 |
|
|
|
794.7 |
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
$ |
5,069.6 |
|
|
$ |
6,521.3 |
|
|
$ |
5,903.1 |
|
|
|
|
|
|
|
|
|
|
|
See the geographic information included in Note 15 of the Notes to the Consolidated Financial
Statements for a summary of revenues by country.
2009 vs. 2008 Revenues Revenues for 2009 decreased 22.3% compared to 2008. The impact of
currency translation decreased reported revenues by 2.0%, while acquisitions added approximately
0.6% in revenues.
Electrical Products segment revenues for 2009, which represent approximately 89% of the total
revenues generated, decreased 21.6% compared to 2008. Currency translation decreased reported
revenues by 1.8%. The impact of acquisitions increased the segment revenues for 2009 by 0.6% over
2008 revenue levels. All of the Electrical Products segment businesses reported decreased revenues
for 2009. The global recession resulted in weakness in all markets for the Electrical Products
segment, especially the North American and Western European markets when comparing 2009 results to
2008.
Tools segment revenues for 2009, which represent about 11% of total revenues, decreased 27.2%
compared to 2008. Currency translation represented a 2.8% decrease for reported revenues. Lower
revenues from declining retail market activity, weaker demand in the North American and Western
European industrial markets and lower requirements for assembly systems for light passenger vehicle
markets drove the reduction in revenue for 2009 compared to prior year results.
2008 vs. 2007 Revenues Revenues for 2008 increased approximately 11% compared to 2007.
The impact of currency translation was less than 1%, while acquisitions added approximately 7% in
revenues.
Electrical Products segment revenues for 2008, which represented slightly more than 88% of
revenues, increased approximately 13% compared to 2007. Currency translation had a minimal impact
on revenue growth. The impact of acquisitions increased the segment revenues for 2008 by nearly 8%
over 2007 revenue levels. Six of the seven Electrical Products segment businesses reported
increased revenues for 2008. Revenue growth was a result of solid demand from energy, industrial,
international expansion and nonresidential construction markets through the first nine months of
2008. Softness in the U.S residential market throughout the year and declines in all global markets
during the fourth quarter of the year partially offset these increases.
Tools segment revenues for 2008, which represented about 12% of revenues, decreased
approximately 4% compared to 2007. Currency translation represented a 2% increase for reported
revenues with limited increase from acquisitions. Revenue declines were driven by weak retail
markets and soft demand from the motor vehicle end markets. Tools segment experienced significant
weakness in most markets and geographies during the fourth quarter of 2008, particularly in the
U.S. retail channel.
21
Operating Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
(in millions, except per share data) |
|
Electrical Products |
|
$ |
638.2 |
|
|
$ |
930.3 |
|
|
$ |
848.2 |
|
Tools |
|
|
18.5 |
|
|
|
81.1 |
|
|
|
94.0 |
|
|
|
|
|
|
|
|
|
|
|
Total segment operating earnings |
|
|
656.7 |
|
|
|
1,011.4 |
|
|
|
942.2 |
|
Restructuring and asset impairment charges |
|
|
29.9 |
|
|
|
52.4 |
|
|
|
|
|
General corporate expense |
|
|
82.7 |
|
|
|
81.4 |
|
|
|
98.1 |
|
|
|
|
|
|
|
|
|
|
|
Operating earnings |
|
|
544.1 |
|
|
|
877.6 |
|
|
|
844.1 |
|
Income from Belden agreement |
|
|
|
|
|
|
|
|
|
|
33.1 |
|
Interest expense, net |
|
|
61.4 |
|
|
|
70.4 |
|
|
|
51.0 |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
|
482.7 |
|
|
|
807.2 |
|
|
|
826.2 |
|
Income tax expense |
|
|
69.1 |
|
|
|
191.6 |
|
|
|
133.9 |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
413.6 |
|
|
|
615.6 |
|
|
|
692.3 |
|
Income from discontinued operations, net of income taxes |
|
|
25.5 |
|
|
|
16.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
439.1 |
|
|
$ |
632.2 |
|
|
$ |
692.3 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
2.46 |
|
|
$ |
3.51 |
|
|
$ |
3.73 |
|
Income from discontinued operations |
|
|
.15 |
|
|
|
.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2.61 |
|
|
$ |
3.60 |
|
|
$ |
3.73 |
|
|
|
|
|
|
|
|
|
|
|
Cooper measures the performance of its businesses exclusive of restructuring, asset
impairment and financing expenses. All costs directly attributable to operating businesses are
included in segment operating earnings. Corporate overhead costs, including costs of traditional
headquarters activities, such as treasury, are not allocated to the businesses. See Note 15 of the
Notes to the Consolidated Financial Statements.
2009 vs. 2008 Segment Operating Earnings Segment Operating Earnings were $656.7 million in
2009, a decrease of approximately 35% compared to $1.01 billion in 2008.
Electrical Products segment 2009 operating earnings decreased 31% to $638.2 million from
$930.3 million for 2008. Return on revenues was 14.1% for 2009 compared to 16.2% for 2008. The
decrease resulted from the reduced global market demand and adjustments made during 2009 to align
production volumes to the global market demand. The Electrical Products segment invested in
restructuring actions that served to reduce its cost structure during 2009. The negative impact of
leverage on the segments fixed overhead from the revenue decline was partially offset by net
inventory valuation adjustments (including decrements in LIFO inventory) of approximately $3
million.
Tools segment 2009 operating earnings decreased 77% to $18.5 million compared to $81.1 million
for 2008. Return on revenues was 3.3% for 2009 compared to 10.6% for 2008. The decrease in
earnings as a percentage of revenue was primarily due to the declining demand for Tools segment
products and the related impact of reduced production volumes. The Tools segment invested in
restructuring actions that served to reduce its cost structure during 2009. The negative impact of
leverage on the segments fixed overhead from the revenue decline was partially offset by net
inventory valuation adjustments (including decrements in LIFO inventory) of approximately $1
million.
22
2008 vs. 2007 Segment Operating Earnings Segment Operating Earnings were $1.01 billion in
2008 compared to $942.2 million in 2007.
Electrical Products segment 2008 operating earnings increased 10% to $930.3 million from
$848.2 million for 2007. Return on revenues was 16.2% for 2008 compared to 16.6% for 2007. The
decrease in earnings as a percentage of revenue was primarily due to the dilutive impact of
acquisitions and in the second half of the year inflationary costs for commodities not fully offset
by available market price increases in certain product lines. In addition, in the fourth quarter
of 2008, production volumes were curtailed to reduce inventory to meet slowing market demands.
Tools segment 2008 operating earnings decreased 14% to $81.1 million compared to $94.0 million
for 2007. Return on revenues was 10.6% for 2008 compared to 11.8% for 2007. The decrease in
earnings as a percentage of revenue was primarily due to the declining demand for Tools segment
products and the related impact of reduced production volumes.
Restructuring and Asset Impairment Charges In 2009, Cooper recognized a pre-tax
restructuring charge of $28.7 million and a pre-tax non-cash impairment charge of $1.2 million.
The 2009 restructuring and asset impairment charges of $29.9 million, or $24.4 million after taxes,
reduced 2009 diluted earnings by $.14 per share. In 2008, Cooper recognized a pre-tax
restructuring charge of $43.3 million and a pre-tax non-cash impairment charge of $9.1 million.
The 2008 restructuring and asset impairment charges of $52.4 million, or $38.3 million after taxes,
reduced 2008 diluted earnings by $.21 per share.
In the second quarter of 2008, Cooper recorded a restructuring charge for $7.6 million in
severance costs for downsizing a Tools segment international facility. This facility downsizing
and related cash payments were substantially completed in 2008.
As a result of the downturn in economic conditions in the latter half of 2008, Cooper
committed to employment reductions to appropriately size the Companys workforce to the then
current and anticipated market conditions and to downsize a domestic Tools segment manufacturing
operation. These actions were taken as a part of Cooper managements ongoing assessment of its
hourly and salary workforce and its required production capacity in consideration of the then
current and anticipated market conditions and demand levels. Cooper recorded a $35.7 million
charge in the fourth quarter of 2008 related to these actions, $25.5 million of which related to
the Electrical Products segment and $10.2 million related to the Tools segment. A total of 1,314
hourly and 930 salary positions were eliminated as a result of the fourth quarter 2008
restructuring actions to reduce Coopers workforce. Of the 2,244 workforce reductions, 1,358 had
exited by the end of 2008 with the remaining reductions completed in 2009.
During 2009, Cooper committed to additional employment reductions and certain facility
closures as a result of managements ongoing assessment of its hourly and salary workforce and its
required production capacity in consideration of current and anticipated market conditions and
demand levels. Cooper recorded charges of $28.7 million in 2009 related to these actions, $18.5
million of which relates to the Electrical Products segment and $8.6 million relates to the Tools
segment. The remaining $1.6 million relates to reductions in Coopers corporate staff. A total of
1,088 hourly and 772 salaried positions are being eliminated as a result of the 2009 restructuring
actions to reduce Coopers workforce.
The workforce reductions, contract termination and other exit costs and the related cash
payments associated with the accrual balances at December 31, 2009 will be substantially completed
in the first half of 2010. As part of the restructuring actions, Cooper has approved the closure of
ten factories and warehouses, eight of which have been completed at the end of the 2009. Cooper
recorded non-cash impairment charges of $1.2 million related to these actions during 2009. The two
remaining factory closures are expected to be substantially completed in the first half of 2010.
At December 31, 2009, Cooper had an accrual of $6.1 million for future cash expenditures
related to its restructuring actions. The related cash payments will be substantially completed in
the first half of 2010.
Cooper expects to incur incremental restructuring charges in the range of approximately $13 to
$17 million
23
associated with the completion of planned restructuring activities as the actions are
completed in 2010. Cooper estimates that the restructuring actions taken in the fourth quarter of
2008 and during 2009 have reduced operating costs by approximately $87.5 million in 2009. Cooper
expects to realize approximately $24.5 million of sequential benefits in 2010 from the
restructuring actions taken to date.
In the fourth quarter of 2008, Cooper also recorded a non-cash impairment charge of $9.1
million related to an investment in a previously unconsolidated international joint venture in the
Electrical Products segment. In December 2008, Cooper acquired a majority interest in the
international joint venture and consolidated the joint ventures net assets of $4.6 million in the
accompanying December 31, 2008 balance sheet.
General Corporate Expense General Corporate expense increased $1.3 million during 2009 to
$82.7 million compared to $81.4 million for 2008. General Corporate expense in 2009 includes
approximately $4 million in costs associated with the reincorporation of the Company to Ireland.
General Corporate expense in 2008 includes the favorable adjustment of approximately $7 million for
long-term performance-based stock compensation. Excluding the impact of the costs for
reincorporation to Ireland incurred in 2009 and the favorable long-term performance-based stock
compensation adjustment to the 2008 General Corporate expense, 2009 General Corporate expense
decreased approximately $10 million compared to $88.4 million in 2008 reflecting cost control
actions undertaken in 2009.
General Corporate expense decreased $16.7 million during 2008 to $81.4 million compared to
$98.1 million for 2007. General Corporate expense in 2007 includes $8.8 million for legal and
environmental costs related to businesses disposed of in prior years. Excluding the legal and
environmental costs for previously disposed businesses, General Corporate expense decreased $8.2
million in 2008 to $81.4 million compared to $89.3 million in 2007 primarily from the impact of
lower expense for long-term performance-based stock compensation.
Income from Belden Agreement Income from the Belden agreement was $33.1 million in 2007.
There was no income from the Belden agreement in 2008 or 2009. In 1993, Cooper completed an
initial public offering of the stock of Belden, formerly a division of Cooper. Under the
agreement, Belden and Cooper made an election that increased the tax basis of certain Belden
assets. Belden is required to pay Cooper ninety percent of the amount by which Belden has actually
reduced tax payments that would otherwise have been payable if the increase in the tax basis of
assets had not occurred, as realized principally over fifteen years. If Belden does not have
sufficient future taxable income, it is possible that Belden will not be able to utilize the tax
deductions arising from the increase in the tax basis of the assets resulting in a tax loss
carryforward. Belden is not obligated to pay Cooper until a tax loss carryforward is utilized.
Belden can carry any loss forward twenty years to offset future taxable income. Cooper estimates
that between $40 and $45 million in future payments potentially remain under the Belden agreement.
The timing and ultimate receipt of future payments are contingent upon the ultimate taxable income
Belden reports each year.
Interest Expense, Net Net interest expense for 2009 was $61.4 million, a decrease of $9.0
million from 2008 primarily as a result of lower average debt balances including the retirement of
$275 million of 5.5% senior unsecured notes from currently available cash in November 2009 offset
partially by higher interest rates. Average debt balances were $1.17 billion and $1.34 billion and
average interest rates were 5.36% and 5.22% for 2009 and 2008, respectively. Net interest expense
for 2008 was $70.4 million, an increase of $19.4 million from 2007 primarily as a result of higher
average debt balances from the utilization of debt financing to partially fund acquisitions and
share repurchases. Average debt balances were $1.34 billion and $1.05 billion and average interest
rates were 5.22% and 5.64% for 2008 and 2007, respectively. Net interest expense includes $6.0
million and $1.3 million in 2008 and 2007, respectively for reductions in the value of short-term
investments with a recovery of $0.9 million recorded during 2009.
Income Tax Expense The effective tax rate attributable to continuing operations
was 14.3% for 2009, 23.7% for 2008 and 16.2% for 2007.
24
Cooper reduced income tax expense by $12.7 million and $23.2 million during 2009 and 2008,
respectively, for discrete tax items primarily related to statute expirations, state tax
settlements and foreign taxes. 2007 included an $83.8 million reduction of income tax expense
associated principally with finalized settlements with the Internal Revenue Service related to the
2000 through 2004 tax years, the expiration of the statute of limitation regarding certain
potential tax exposure matters, changes to state and international valuation allowances and tax
benefits of international reorganizations. The 2007 effective tax rate was also lower due to the
income from the Belden agreement being taxed in a foreign jurisdiction at a significantly lower
rate than the U.S. statutory rate. Excluding the discrete tax items and the income from the Belden
agreement, Coopers effective tax rate for the years ended December 31, 2009, 2008 and 2007 were
17.0%, 26.6% and 27.3%, respectively. The decrease in Coopers 2009 effective tax rate compared to
2008, excluding the discrete tax items, is primarily related to the decrease in 2009 earnings
without a corresponding decrease in projected tax benefits. See Note 13 of the Notes to the
Consolidated Financial Statements.
Income Related to Discontinued Operations During 2009, Cooper recognized an after tax gain
from discontinued operations of $25.5 million, which is net of a $16.2 million income tax expense
(or $.15 per diluted share) related to its asbestos liability regarding the Automotive Products
segment, which was sold in 1998. The income resulted from negotiated insurance settlements
consummated during 2009 that were not previously recognized. Cooper believes that it is likely that
additional insurance recoveries will be recorded in the future as insurance-in-place agreements are
consummated or settlements with insurance carriers are completed. The timing and value of these
agreements and settlements cannot be currently estimated as they may be subject to extensive
additional negotiation and litigation.
During 2008, Cooper recorded income from discontinued operations of $16.6 million, which is
net of a $9.4 million income tax expense (or $.09 per diluted share) related to its asbestos
liability regarding the Automotive Products segment. On September 30, 2008, the Bankruptcy Court
denied the Modified Plan A Settlement resulting in Cooper not participating in the Federal-Mogul
524(g) trust. As a result of not participating in the trust, in the third quarter of 2008, Cooper
adjusted its accrual for the Pneumo-Abex asbestos liability and related insurance recoveries based
on resolution through the tort system. See Note 16 of the Notes to the Consolidated Financial
Statements.
Diluted Earnings Per Share Diluted earnings per share from continuing operations
was $2.46 in 2009, $3.51 in 2008 and $3.73 in 2007. The impact of the reduced global demand,
restructuring and asset impairment charges partially offset by cost reduction actions and income
tax reductions accounted for the overall decline in the 2009 earnings per share. The restructuring
and asset impairment charges offset by the income tax reductions decreased 2009 and 2008 diluted
earnings per share from continuing operations by $.06 and $.08, respectively. The income from the
Belden agreement and income tax reduction partially offset by increased legal and environmental
costs on businesses disposed of in prior years as discussed above increased 2007 diluted earnings
per share from continuing operations by $.59.
Percentage of Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2009 |
|
2008 |
|
2007 |
Cost of Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
Electrical Products |
|
|
68.1 |
% |
|
|
67.1 |
% |
|
|
67.0 |
% |
Tools |
|
|
74.1 |
% |
|
|
69.8 |
% |
|
|
68.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and Administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
Electrical Products |
|
|
17.7 |
% |
|
|
16.8 |
% |
|
|
16.4 |
% |
Tools |
|
|
22.6 |
% |
|
|
19.6 |
% |
|
|
19.4 |
% |
2009 vs 2008 Percentage of Revenues Electrical Products segment cost of sales, as a
percentage of revenues, was 68.1% for 2009 compared to 67.1% for 2008. The increase in costs of
sales as a percentage of revenue was primarily the result of the lower absorption of production
costs from the reduced global demand and inefficiencies associated with adjusting manufacturing
levels to reduce corresponding inventory levels;
25
offset by productivity improvements and cost reduction actions taken during 2008 and 2009.
Tools segment cost of sales, as a percentage of revenue, was 74.1% for 2009 compared to 69.8% for
2008. The increase in cost of sales as a percentage of revenue was due to the lower absorption of
production costs from lower volumes and inefficiencies associated with adjusting manufacturing
levels to achieve inventory reductions to match lower market demands; offset by productivity
improvements and cost reduction actions taken during 2008 and 2009.
Electrical Products segment selling and administrative expenses, as a percentage of revenues,
for 2009 were 17.7% compared to 16.8% for 2008. The increase in selling and administrative expense
as a percentage of revenue was unfavorably impacted by leverage from reduced revenues; partially
offset by restructuring actions initiated during 2008 and 2009 that reduced reported selling and
administrative expenses by 80 basis points. Tools segment selling and administrative expenses as a
percentage of revenue for 2009 were 22.6% compared to 19.6% for 2008, as the 150 basis point
reduction in selling and administrative expenses resulting from the cost control actions
implemented was more than offset by the impact from the decline in revenue for the Tools segment.
2008 vs 2007 Percentage of Revenues Electrical Products segment cost of sales, as a
percentage of revenues, was 67.1% for 2008 compared to 67.0% for 2007. The slight increase in
costs of sales as a percentage of revenue was primarily the result of material inflation not fully
offset through favorable product pricing achieved in the market in certain product lines and the
impact in the fourth quarter of 2008 from curtailing production; offset by productivity
improvements and cost reduction actions taken during 2008. Tools segment cost of sales, as a
percentage of revenue, was 69.8% for 2008 compared to 68.8% for 2007. The increase in cost of sales
as a percentage of revenue was due to the lower absorption of production costs from lower volumes
and inefficiencies associated with adjusting manufacturing levels to achieve planned inventory
reductions to match lower market demands.
Electrical Products segment selling and administrative expenses, as a percentage of revenues,
for 2008 were 16.8% compared to 16.4% for 2007. The increase in selling and administrative expense
as a percentage of revenue was favorably impacted by leverage and productivity initiatives and
lower expenses for long-term performance-based stock compensation offset by the higher average
percentage of revenue for the newly acquired organizations. Excluding the impact of acquisitions,
the Electrical Products segment selling and administrative expenses as a percentage of revenue
would have been 16.3% for 2008. Tools segment selling and administrative expenses as a percentage
of revenue for 2008 were 19.6% compared to 19.4% for 2007, as cost control actions implemented
during 2008 reduced selling and administrative expenses by 3% and lower expenses for long-term
performance-based stock compensation were more than offset by the decline in revenue for the Tools
segment.
Cooper incurs certain costs that are not directly attributable to the operating segments that
are reflected as General Corporate expenses. See the General Corporate Expense section above.
Earnings Outlook
The following sets forth Coopers general business outlook for 2010 based on current
expectations.
Cooper expects revenues for Electrical Products in 2010 to be in a range of down 2% to an
increase of 3% as recovery in the global industrial and U.S. residential market demand is reduced
by weak demand from the commercial construction markets. Acquisitions completed in 2009 and the
impacts of currency are expected to favorably impact Electrical Products revenues by approximately
2%. In the Tools segment, Cooper expects revenues to increase in the 7% to 12% range as the global
industrial, residential and motor vehicle markets begin to recover. Operating earnings are expected
to improve from restructuring actions taken during 2008 and 2009 and the favorable leverage of
fixed costs. Cooper is expecting diluted continuing earnings per share to be in the range of $2.70
to $2.90, excluding further restructuring costs.
26
Pricing and Volume
In each of Coopers segments, the nature of many of the products sold is such that an accurate
determination of the changes in unit volume of sales is neither practical nor, in some cases,
meaningful. Each segment produces a family of products, within which there exist considerable
variations in size, configuration and other characteristics.
However, unit volumes in both the Electrical Products and Tools segments decreased in 2009
with the global recession impacting all of Coopers businesses.
During the first half of 2009, Cooper recognized favorable year-over-year customer pricing
impacts from actions taken during 2008. The second half of 2009 saw a decline in customer pricing
as commodity prices weakened from their 2008 elevated levels. During 2009, Cooper was able to
maintain a positive benefit from the difference between price realization and material inflation /
deflation.
During 2007 and through the first half of 2008, Cooper experienced an overall increase in
customer pricing, primarily in response to increased material, energy and components costs. During
the second half of 2008, Cooper was unable to fully offset inflationary costs for commodities by
available market price increases primarily in certain product lines with heavy material content.
Cooper has aggressively acted to control and reduce costs during the three-year period through
strategic sourcing, manufacturing improvement and rationalization efforts in order to improve
profitability in the segments.
Effect of Inflation
During 2009 as the global economies showed some signs of recovery, the pricing of commodities
used in the manufacture of certain products began to escalate. However, in 2009, the overall mix of
inflationary and deflationary material costs was not significant and Cooper has been able to
maintain customer pricing sufficient to offset the changing commodity costs.
During 2008 and 2007, there were significant increases in certain key commodities and
components, which resulted in price increases in certain businesses, on occasion, lagging the
increased costs. During 2007 and through the first half of 2008, Cooper realized price increases
and productivity improvements at least equal to material purchase cost increases. During the
second half of 2008, Cooper was unable to fully offset inflationary costs for commodities by
available market price increases primarily in certain product lines with heavy material content.
Cooper mitigates the price volatility of selected commodities such as copper and steel through
the use of derivatives and supply agreements. The impact of changes to these commodity costs could
impact margins for several quarters as a result of this activity. Coopers on-going initiatives to
improve productivity and rationalize its operational base have mitigated increases in employee
compensation and benefits, as well as general inflation on operating costs.
Liquidity and Capital Resources
Operating Working Capital
For purposes of this discussion, operating working capital is defined as receivables and
inventories less accounts payable.
Coopers operating working capital decreased $263.5 million during 2009. A $213.7 million
decrease in accounts receivable and a $157.9 million decrease in inventories partially offset by a
$108.1 million decrease in accounts payable were driven primarily by a 22% decrease in sales and
aggressive actions to right size Coopers businesses for current market conditions. Coopers
operating working capital at December 31, 2009 was approximately 23% lower than at December 31,
2008 as operating working capital levels have been adjusted to the current lower operating levels.
Operating working capital turnover
27
(defined as annualized quarterly revenues divided by average quarterly operating working
capital) for the fourth quarter of 2009 was 5.4 turns compared to 4.9 turns for the same period of
2008.
Coopers operating working capital increased $1.5 million during 2008. The increase included
a $40.6 million decrease in accounts payable substantially offset by a $37.2 million decrease in
receivables and a $1.9 million decrease in inventories. The increase in operating working capital
of $80.2 million from completed acquisitions and consolidation of a now majority-owned
international joint venture was substantially offset by initiatives focused on improved inventory
turns and improved accounts receivable performance as measured by days sales outstanding.
Coopers operating working capital increased $127.3 million during 2007. The increase
included a $152.6 million increase in receivables and a $36.1 million increase in inventories,
partially offset by a $61.4 million increase in accounts payable, which were driven primarily by
increased sales volume and actions to improve customer service, as well as working capital
increases from completed acquisitions, which accounted for $69.2 million of the overall increase in
operating working capital. The increase in inventories was partially offset by a $12.3 million
increase in the allowance for excess and obsolete inventories.
Cash Flows
Net cash provided by operating activities was $751.9 million during 2009. Cash provided by
operating activities in 2009 is net of a $90 million payment related to a German tax dispute (see
Note 13 of the Notes to the Consolidated Financial Statements for further information) and a $25
million voluntary contribution to the U.S. defined benefit pension plan. The cash from operating
activities, plus $22.9 million from redemption of short-term investments and $20.1 million of cash
received from stock option exercises was primarily used to fund debt repayments of $299.6 million,
dividends of $167.4 million, capital expenditures of $126.7 million, acquisitions of $61.4 million,
and share purchases of $38.5 million.
Net cash provided by operating activities was $896.4 million during 2008. Cash provided by
operating activities in 2008 includes the $141 million payment from the Federal-Mogul bankruptcy
estate partially offset by $60 million of voluntary contributions to the U.S. defined benefit
pension plans as well as the related tax affect of these items. The cash from operating
activities, plus $297.5 million of net proceeds from issuances of debt, $290.1 million of proceeds
from cash previously restricted, $65.7 million from redemption of short-term investments, and $17.1
million of cash received from stock option exercises, was primarily used to fund capital
expenditures of $137.0 million, acquisitions of $297.0 million, dividends of $170.3 million, debt
repayments of $397.2 million and share purchases of $517.2 million.
Net cash provided by operating activities was $795.3 million during 2007. This cash, plus an
additional $190.7 million of cash and cash equivalents, net debt proceeds of $251.3 million, and
$68.3 million of cash received from employee stock option exercise activity were primarily used to
fund capital expenditures of $115.5 million, acquisitions of $336.1 million, dividends of $154.3
million, share purchases of $343.9 million, and $93.7 million in investments. In addition, Cooper
used $290.1 million to fund a binding offer for all outstanding shares of MTL Instruments Group
plc, a publicly-traded company based in the United Kingdom that closed as expected in the first
quarter of 2008.
As discussed in Note 16 of the Notes to the Consolidated Financial Statements, Coopers
contingent liabilities related to the Automotive Products sale to Federal-Mogul in 1998 will
continue to be resolved through the tort system. Cooper anticipates that the annual cash outlay
for its potential asbestos liability, net of insurance recoveries, will average in the range of $20
to $30 million, although amounts will vary as the amount of the actual annual net cash outlay is
not reasonably predictable. In 2009, insurance recoveries exceeded cash outlays due to negotiated
insurance settlements consummated in 2009.
Coopers financial position and liquidity has remained strong during the global economic
recession. While the length and depth of the recession was more severe than predicted by most
experts, Cooper proactively and aggressively adjusted its cost structure. In this regard, in the
fourth quarter of 2008, Cooper implemented contingency plans to reduce its cost structure and
recognized a restructuring charge of $35.7
28
million primarily related to reductions in workforce in excess of 2,200 employees. During 2009,
Cooper further reduced its workforce by approximately 1,900 additional employees and recognized
restructuring charges of $28.7 million. Cash flows from operating activities in 2009 have been
reduced by the $52.3 million expended in connection with the restructuring actions. At December 31,
2009, Cooper had a $6.1 million accrual related to these activities for which the related cash
payments will be substantially completed in the first half of 2010. As part of the restructuring
actions, Cooper approved the closure of ten factories and warehouses, eight of which were completed
at the end of 2009. The two remaining factory closures are expected to be substantially completed
in the first half of 2010. Cooper expects to incur incremental restructuring charges in the range
of approximately $13 to $17 million associated with the completion of planned restructuring
activities as the actions are completed in 2010. See Note 2 of the Notes to the Consolidated
Financial Statements for further information.
On November 2, 2009, Cooper repaid the $275 million 5.5% senior unsecured notes at maturity
with existing cash.
The decrease in the value of the assets included in Coopers defined benefit pension plans
(Plans) resulting from the deterioration in the securities markets in 2008 was partially
recovered in 2009. Cooper made voluntary cash contributions to the Plans of $60 million in
December 2008 and an additional $25 million in September 2009. The change in fair value of the
Plans, the cash contributions and the actuarial change in the benefit obligations has been
reflected in the accompanying consolidated financial statements as of and for the year ended
December 31, 2009. The increase in fair value of the Plans assets and other actuarial changes in
2009 will result in a decrease to total pension costs for 2010 of approximately $7.1 million as
compared to total pension costs in 2009. During 2010, Cooper expects to pay in cash approximately
$7.7 million for payment of unfunded pension plan benefits and make approximately $2.7 million in
employer contributions to certain international funded defined benefit pension plans. Cooper does
not expect to have any minimum regulatory funding requirement for its U.S. funded defined benefit
pension plans in 2010.
Cooper currently anticipates that it will annually generate in excess of $475 million in cash
flow available for acquisitions, debt repayment, dividends and common stock repurchases in 2010.
Debt
At December 31, 2009 and 2008, Cooper had cash and cash equivalents of $381.6 million and
$258.8 million, respectively and short-term investments of $21.9 million at December 31, 2008. At
December 31, 2009 and 2008, Cooper had short-term debt of $9.4 million and $25.6 million,
respectively. Cooper had no commercial paper outstanding at December 31, 2009 or 2008.
On August 14, 2009 Cooper entered into a credit agreement that provides a $350 million
three-year committed bank credit facility that matures in August 2012 replacing Coopers previous
credit facility that was to mature in November 2009. Coopers practice is to back up its
short-term debt balance with a combination of cash, cash equivalents, and committed credit
facilities. Short-term debt, to the extent not backed up by cash or short-term investments,
reduces the amount of additional liquidity provided by the committed credit facility.
The credit facility agreement is not subject to termination based on a decrease in Coopers
debt ratings or a material adverse change clause. The principal financial covenants in the
agreement limits Coopers debt-to-total capitalization ratio to 60% and requires Cooper to maintain
a minimum earnings before interest expense, income taxes, depreciation and amortization to interest
ratio of 3 to 1. Cooper is in compliance with all covenants set forth in the credit facility
agreement.
Coopers access to the commercial paper market could be adversely affected by a change in the
credit ratings assigned to its commercial paper. Should Coopers access to the commercial paper
market be adversely affected due to a change in its credit ratings, Cooper would rely on a
combination of available cash
29
and its committed credit facility to provide short-term funding. The committed credit
facility does not contain any provision, which makes their availability to Cooper dependent on
Coopers credit ratings.
On March 27, 2008, Coopers wholly-owned subsidiary, Cooper US, Inc. issued $300 million of
5.45% fixed rate senior unsecured notes due in 2015. Proceeds from the financing were used to repay
commercial paper outstanding at that time. Combined with the debt issuance discount, underwriting
commissions and interest rate hedges implemented in anticipation of the offering, the notes have an
effective annual cost to Cooper of 5.56%.
On June 18, 2007, Coopers wholly-owned subsidiary, Cooper US, Inc. issued $300 million of
6.10% fixed rate senior unsecured notes due in 2017. Proceeds from the financing were used to
repay $300 million of maturing 5.25% senior unsecured notes. Combined with interest rate hedges
implemented in anticipation of the offering, the notes have an effective annual cost to Cooper of
5.75%.
On November 8, 2005, Coopers wholly-owned subsidiary, Cooper US, Inc., issued $325 million of
5.25% fixed rate senior unsecured notes that mature on November 15, 2012. Proceeds of the notes
were swapped to 272.6 million with cross-currency interest-rate swaps, effectively converting
the seven-year U.S. notes to seven-year Euro notes with an annual interest rate of 3.55%. The
proceeds of 272.6 million partially funded repayment of the 6.25% Euro bonds that matured in
October 2005.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Cooper executes stand-by letters of credit, performance bonds and other guarantees in the
normal course of business that ensure Coopers performance or payments to third parties. The
aggregate notional value of these instruments was $107.4 million and $107.9 million at December 31,
2009 and 2008, respectively. Approximately eighty percent of these instruments have an expiration
date within one year. In the past, no significant claims have been made against these financial
instruments. Management believes the likelihood of demand for payment under these instruments is
minimal and expects no material cash outlays to occur in connection with these instruments.
The following table summarizes Coopers contractual obligations at December 31, 2009 and the
effect such obligations are expected to have on its liquidity and cash flows in future periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Four to |
|
|
|
|
|
|
|
|
|
|
Less than |
|
|
One to |
|
|
Five |
|
|
After |
|
|
|
Total |
|
|
One Year |
|
|
Three Years |
|
|
Years |
|
|
Five Years |
|
Contractual Obligations: |
|
(in millions) |
|
Long-Term Debt |
|
$ |
927.3 |
|
|
$ |
2.3 |
|
|
$ |
325.0 |
|
|
$ |
|
|
|
$ |
600.0 |
|
Short-Term Debt |
|
|
9.4 |
|
|
|
9.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Payments on
Long-Term Debt |
|
|
287.7 |
|
|
|
51.9 |
|
|
|
103.4 |
|
|
|
69.3 |
|
|
|
63.1 |
|
Noncancellable Operating Leases |
|
|
102.5 |
|
|
|
26.6 |
|
|
|
36.7 |
|
|
|
16.3 |
|
|
|
22.9 |
|
Purchase Obligations |
|
|
261.8 |
|
|
|
258.2 |
|
|
|
3.6 |
|
|
|
|
|
|
|
|
|
Other Long-Term Liabilities (1), (2) |
|
|
282.4 |
|
|
|
22.3 |
|
|
|
42.6 |
|
|
|
41.0 |
|
|
|
176.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,871.1 |
|
|
$ |
370.7 |
|
|
$ |
511.3 |
|
|
$ |
126.6 |
|
|
$ |
862.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes unfunded other postretirement benefit obligations, unfunded defined benefit
pension plan liabilities and environmental liabilities. Also includes liabilities for
underfunded U.S. and non-U.S. defined benefit pension plans. |
|
(2) |
|
Due to uncertainty with respect to the timing of future cash flows associated with
Coopers unrecognized tax benefits at December 31, 2009, Cooper is unable to make reliable
estimates of the period of cash settlement with the respective taxing authorities. Therefore,
$35.0 million of unrecognized tax benefits have been excluded from the contractual obligations
table above. |
30
Capitalization
On February 12, 2008, Coopers Board of Directors authorized the purchase of up to ten million
shares of common stock. On February 9, 2009, Coopers Board of Directors increased the share
repurchase authorization by ten million shares. At December 31, 2009, 12,472,035 shares remained
available to purchase under these authorizations. Cooper has also announced that the Board
authorized the repurchase of shares issued from time to time under its equity compensation plans,
matched savings plan and dividend reinvestment plan in order to offset the dilution that results
from issuing shares under these plans. For 2010, Coopers current estimate is that 2.5 million
shares would be issued under equity compensation plans. As of the date of this filing in 2010,
Cooper had repurchased 589,600 shares under the Board of Director authorizations discussed above.
Cooper may continue to repurchase shares under these authorizations from time to time during 2010.
The decision whether to do so will be dependent on the favorability of market conditions, as well
as potential cash requirements for acquisitions and debt repayments.
Cooper targets a 30% to 40% debt-to-total capitalization ratio. Excess cash flows are
utilized to fund acquisitions or to purchase shares of Cooper common stock. At December 31, 2009,
2008 and 2007, Coopers debt-to-total capitalization ratio was 24.0%, 32.1% and 30.8%,
respectively.
On February 12, 2008, Cooper announced that the Board of Directors approved an increase in the
annual dividend rate of Coopers common stock by $.16 per share to $1.00 per share. On February
15, 2010, Coopers Board of Directors declared a dividend of $.27 per share increasing the annual
dividend rate of Coopers common stock to $1.08 per share.
Capital Expenditures and Commitments
Capital expenditures on projects to reduce product costs, improve product quality, increase
manufacturing efficiency and operating flexibility, or expand production capacity were $127 million
in 2009, $137 million in 2008, and $116 million in 2007. Capital expenditures are projected to be
approximately $110 to $120 million in 2010. Projected expenditures for 2010 will focus on capacity
expansions in key markets, development of new products and cost reduction programs.
31
Interest Rate, Currency and Commodity Price Risk
Changes in interest rates, currency exchange rates and commodity prices affect Coopers
earnings and cash flows. As a result of having sales, purchases and certain intercompany
transactions denominated in currencies other than the functional currencies used by Coopers
businesses, Cooper is exposed to the effect of exchange rate changes on its cash flows and
earnings. Cooper enters into currency forward exchange contracts to hedge significant
non-functional currency denominated transactions for periods consistent with the terms of the
underlying transactions. Contracts generally have maturities that do not exceed one year.
The table below provides information about Coopers derivative financial instruments and other
financial instruments at December 31, 2009 that are sensitive to changes in interest rates. For
debt obligations, the table presents principal cash flows by expected maturity dates and weighted
average interest rates in effect during the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
Thereafter |
|
Total |
|
|
($ in millions) |
Long-term debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-rate (U.S. Dollar) |
|
$ |
2.3 |
|
|
$ |
|
|
|
$ |
325.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
600.0 |
|
|
$ |
927.3 |
|
Average interest-rate |
|
|
5.7 |
% |
|
|
5.7 |
% |
|
|
5.7 |
% |
|
|
5.8 |
% |
|
|
5.8 |
% |
|
|
5.8 |
% |
|
|
5.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency swaps: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed to fixed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount (1) |
|
$ |
325.0 |
|
|
$ |
325.0 |
|
|
$ |
325.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
325.0 |
|
Average pay-rate |
|
|
3.5 |
% |
|
|
3.5 |
% |
|
|
3.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5 |
% |
Average receive-rate |
|
|
5.2 |
% |
|
|
5.2 |
% |
|
|
5.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.2 |
% |
|
|
|
(1) |
|
Cooper entered into cross-currency swaps to effectively convert $325 million of
5.25% senior unsecured debt due in November 2012 to 272.6 million with an annual interest
rate of approximately 3.5%. |
The table below provides information about Coopers derivative financial instruments and
other financial instruments at December 31, 2008 that are sensitive to changes in interest rates.
For debt obligations, the table presents principal cash flows by expected maturity dates and
weighted average interest rates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
Thereafter |
|
Total |
|
|
($ in millions) |
Long-term debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-rate (U.S. Dollar) |
|
$ |
275.0 |
|
|
$ |
2.3 |
|
|
$ |
|
|
|
$ |
325.0 |
|
|
$ |
|
|
|
$ |
600.0 |
|
|
$ |
1,202.3 |
|
Average interest-rate |
|
|
5.6 |
% |
|
|
5.7 |
% |
|
|
5.7 |
% |
|
|
5.7 |
% |
|
|
5.8 |
% |
|
|
5.8 |
% |
|
|
5.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable-rate (U.S. Dollar) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
8.0 |
|
|
$ |
8.0 |
|
Average interest-rate |
|
|
3.9 |
% |
|
|
3.9 |
% |
|
|
3.9 |
% |
|
|
3.9 |
% |
|
|
3.9 |
% |
|
|
3.9 |
% |
|
|
3.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency swaps: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed to fixed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount (1) |
|
$ |
325.0 |
|
|
$ |
325.0 |
|
|
$ |
325.0 |
|
|
$ |
325.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
325.0 |
|
Average pay-rate |
|
|
3.5 |
% |
|
|
3.5 |
% |
|
|
3.5 |
% |
|
|
3.5 |
% |
|
|
|
|
|
|
|
|
|
|
3.5 |
% |
Average receive-rate |
|
|
5.2 |
% |
|
|
5.2 |
% |
|
|
5.2 |
% |
|
|
5.2 |
% |
|
|
|
|
|
|
|
|
|
|
5.2 |
% |
|
|
|
(1) |
|
Cooper entered into cross-currency swaps to effectively convert $325 million of
5.25% senior unsecured debt due in November 2012 to 272.6 million with an annual interest
rate of approximately 3.5%. |
32
The table below provides information about Coopers currency forward exchange contracts
to purchase currencies in excess of $10 million at December 31, 2009. The notional amount is used
to calculate the contractual payments exchanged under the contracts. The notional amount
represents the U.S. dollar equivalent.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature in |
|
|
Mature in 2010 |
|
2011 2012 |
|
|
(in millions, where applicable) |
U.S. Dollar Functional Currency |
|
|
|
|
|
|
|
|
Buy U.S. Dollars / Sell Great Britain Pounds |
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
42.9 |
|
|
$ |
352.9 |
|
Average contract rate |
|
|
1.724 |
|
|
|
1.910 |
|
|
|
|
|
|
|
|
|
|
U.S. Dollar Functional Currency |
|
|
|
|
|
|
|
|
Buy Great Britain Pounds / Sell U.S. Dollars |
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
147.2 |
|
|
$ |
170.7 |
|
Average contract rate |
|
|
1.627 |
|
|
|
1.847 |
|
|
|
|
|
|
|
|
|
|
U.S. Dollar Functional Currency |
|
|
|
|
|
|
|
|
Buy Euro / Sell U.S. Dollars |
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
348.2 |
|
|
|
|
|
Average contract rate |
|
|
1.446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollar Functional Currency |
|
|
|
|
|
|
|
|
Buy U.S. Dollars / Sell Euro |
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
92.5 |
|
|
|
|
|
Average contract rate |
|
|
1.385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canadian Dollar Functional Currency |
|
|
|
|
|
|
|
|
Buy U.S. Dollars / Sell Canadian Dollars |
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
41.2 |
|
|
|
|
|
Average contract rate |
|
|
.922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollar Functional Currency |
|
|
|
|
|
|
|
|
Buy Singapore Dollars / Sell U.S. Dollars |
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
16.0 |
|
|
|
|
|
Average contract rate |
|
|
.722 |
|
|
|
|
|
Changes in availability and fluctuations in commodity prices for raw materials such as
steel, copper, aluminum and zinc affect Coopers earnings and cash flows. Cooper primarily manages
this exposure through price changes; however, in periods of significant increases in commodity
prices, the price increases in certain businesses, on occasion, lag the increased costs. Cooper
also uses commodity swaps to reduce the volatility of price fluctuations on a portion of certain
forecasted material purchases for copper, aluminum and zinc for periods up to eighteen months. At
December 31, 2009, Cooper had commodity swaps with a notional amount of approximately $15 million,
all of which mature in 2010. At December 31, 2008, Cooper had commodity swaps with a notional
amount of approximately $68 million, 90% of which matured in 2009.
The table below provides information about Coopers currency forward exchange contracts to
purchase currencies in excess of $10 million at December 31, 2008. The notional amount is used to
calculate the contractual payments exchanged under the contracts. The notional amount represents
the U.S. dollar equivalent.
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mature in |
|
|
|
|
Mature in 2009 |
|
2010 2011 |
|
Mature in 2012 |
|
|
(in millions, where applicable) |
U.S. Dollar Functional Currency |
|
|
|
|
|
|
|
|
|
|
|
|
Buy U.S. Dollars / Sell Great Britain Pounds |
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
111.5 |
|
|
$ |
48.4 |
|
|
$ |
328.8 |
|
Average contract rate |
|
|
1.648 |
|
|
|
1.921 |
|
|
|
1.909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollar Functional Currency |
|
|
|
|
|
|
|
|
|
|
|
|
Buy Great Britain Pounds / Sell U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
11.9 |
|
|
$ |
23.5 |
|
|
$ |
159.0 |
|
Average contract rate |
|
|
1.894 |
|
|
|
1.864 |
|
|
|
1.847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollar Functional Currency |
|
|
|
|
|
|
|
|
|
|
|
|
Buy Euro / Sell U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
148.9 |
|
|
|
|
|
|
|
|
|
Average contract rate |
|
|
1.286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro Functional Currency |
|
|
|
|
|
|
|
|
|
|
|
|
Buy Euro / Sell Great Britain Pounds |
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
49.8 |
|
|
|
|
|
|
|
|
|
Average contract rate |
|
|
1.209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollar Functional Currency |
|
|
|
|
|
|
|
|
|
|
|
|
Buy Mexican Pesos / Sell U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
44.7 |
|
|
|
|
|
|
|
|
|
Average contract rate |
|
|
.079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollar Functional Currency |
|
|
|
|
|
|
|
|
|
|
|
|
Buy Singapore Dollars / Sell U.S. Dollars |
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
22.5 |
|
|
|
|
|
|
|
|
|
Average contract rate |
|
|
.675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australian Dollar Functional Currency |
|
|
|
|
|
|
|
|
|
|
|
|
Buy Australian Dollars / Sell Great Britain Pounds |
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount |
|
$ |
13.5 |
|
|
|
|
|
|
|
|
|
Average contract rate |
|
|
1.122 |
|
|
|
|
|
|
|
|
|
See Note 17 of the Notes to the Consolidated Financial Statements for additional
information regarding the fair value of Coopers financial instruments.
Critical Accounting Policies and Estimates
The Consolidated Financial Statements and Notes to the Consolidated Financial Statements
contain information that is pertinent to managements discussion and analysis. The preparation of
financial statements in conformity with United States generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities. Cooper believes the following
critical accounting policies involve additional management judgment due to the sensitivity of the
methods, assumptions and estimates necessary in determining the related asset and liability
amounts.
Cooper recognizes revenues when products are shipped, and accruals for sales returns and other
allowances are provided at the time of shipment based upon past experience. If actual future
returns and allowances differ from past experience, additional allowances may be required. The
accrual for sales returns
34
and other allowances reported net in receivables was $77.9 million and $89.8 million at
December 31, 2009 and 2008, respectively.
Cooper provides certain customers incentives primarily consisting of volume discounts and
other short-term discount and promotion programs. Cooper recognizes these incentives as a
reduction in reported revenues at the time of the qualifying sale based on our estimate of the
ultimate incentive amount to be earned using historical experience and known trends. If actual
customer incentives differ from our estimates, additional accruals may be required. The accrual
for customer incentives reported in accrued liabilities was $70.2 million and $108.9 million at
December 31, 2009 and 2008, respectively.
Allowances for excess and obsolete inventory are provided based on current assessments about
future demands, market conditions and related management initiatives. If market conditions are
less favorable than those projected by management, additional inventory allowances may be required.
The allowance for excess and obsolete inventory was $83.7 million at December 31, 2009 and $77.0
million at December 31, 2008.
Pension assets and liabilities are determined on an actuarial basis and are affected by the
market value of plan assets, estimates of the expected return on plan assets, discount rates and
estimated future employee earnings and demographics. Actual changes in the fair market value of
plan assets and differences between the actual return on plan assets and the expected return on
plan assets will affect the amount of pension expense ultimately recognized. Differences between
actuarial assumptions and estimates and actual experience are deferred in accumulated other
nonowner changes in equity as actuarial net gains and losses. Actuarial net gains and losses in
excess of a calculated minimum annual amount are amortized and recognized in net periodic pension
cost over the average remaining service period of active employees.
Total net periodic pension benefit cost was $26.1 million in 2009, $7.6 million in 2008 and
$3.9 million in 2007. The increase in the net periodic pension cost in 2009 resulted from a
decline in fair value of the plan assets and other actuarial changes related to the deterioration
in the securities markets in 2008. Total net periodic pension benefit cost in 2008 includes a $3.7
million curtailment loss as a result of ceasing future benefit accruals for two defined benefit
plans in the U.K. The estimated net periodic pension benefit cost of $19.0 million for 2010 has
been estimated assuming a discount rate of 5.5% and an expected return on plan assets of 8.25%.
See Note 14 of the Notes to the Consolidated Financial Statements.
The postretirement benefits other than pensions liability is also determined on an actuarial
basis and is affected by assumptions including the discount rate and expected trends in health care
costs. Changes in the discount rate and differences between actual and expected health care costs
will affect the recorded amount of postretirement benefits expense. Differences between assumptions
and actual experience are deferred in accumulated other nonowner changes in equity as actuarial net
gains and losses. Actuarial net gains and losses in excess of a minimum annual amount are
amortized and recognized in net periodic postretirement benefit cost over the average remaining
life expectancy of the participants. Net periodic postretirement benefit cost was ($0.4) million
in 2009 and $0.7 million in 2008. Net periodic postretirement benefit cost is expected to be
approximately $0.7 million in 2010, assuming a discount rate of 5.5%. See Note 14 of the Notes to
the Consolidated Financial Statements.
Stock-based compensation expense is recorded for stock-option grants, performance-based and
restricted stock awards based upon fair value. The fair value of stock option awards is estimated
at the grant date using the Black-Scholes-Merton option pricing model, which includes assumptions
for volatility, expected term, risk-free interest rate and dividend yield. Expected volatility is
based on implied volatilities from traded options on Cooper stock, historical volatility of Cooper
stock and other factors. Historical data is used to estimate employee termination experience and
the expected term of the options. The risk-free interest rate is based on the U.S. Treasury yield
curve in effect at the time of grant. The fair value of performance-based and restricted stock
awards granted is measured at the market price on the grant date. Performance awards are typically
arranged in levels, with increasing number of shares earned as higher levels of growth are
achieved. If goal-level assumptions are not met, stock-based compensation expense is adjusted and
previously recognized compensation expense would be reversed. During 2007 and through the
35
third quarter of 2008, performance goals were assumed to be achieved at the maximum level. In
the fourth quarter of 2008, Cooper revised its assumption to lower the performance goals assumed to
be achieved to below the maximum level for performance awards granted in 2007 and 2008. The
revised achievement levels assumed for the 2007 and 2008 performance award grants considered the
past performance and current expectations of future performance in the respective three-year
performance period. As a result of lowering the performance goals assumed to be achieved, Cooper
adjusted previously recognized stock-based compensation expense by reducing operating expenses in
the fourth quarter of 2008 by $11.3 million. Performance goals for performance awards granted in
2009 are assumed to be achieved at the maximum level. Total stock-based compensation expense was
$26.3 million in 2009, $23.1 million in 2008 and $39.0 million in 2007. See Note 11 of the Notes to
the Consolidated Financial Statements.
Environmental liabilities are accrued based on estimates of known environmental remediation
exposures. The liabilities include accruals for sites owned by Cooper and third-party sites where
Cooper was determined to be a potentially responsible party. Third party sites frequently involve
multiple potentially responsible parties and Coopers potential liability is determined based on
estimates of Coopers proportionate responsibility for the total cleanup. The amounts accrued for
such sites are based on these estimates as well as an assessment of the financial capacity of the
other potentially responsible parties. Environmental liability estimates may be affected by
changing determinations of what constitutes an environmental liability or an acceptable level of
cleanup. To the extent that remediation procedures change or the financial condition of other
potentially responsible parties is adversely affected, Coopers estimate of its environmental
liabilities may change. The liability for environmental remediation was $27.1 million at December
31, 2009 and $29.4 million at December 31, 2008. See Note 7 of the Notes to the Consolidated
Financial Statements.
Cooper records current tax liabilities as well as deferred tax assets and liabilities for
those taxes incurred as a result of current operations but deferred until future periods. The
annual provision for income taxes is the sum of both the current and deferred tax amounts. Current
taxes payable represents the liability related to Coopers income tax returns for the current year,
while the net deferred tax expense or benefit represents the change in the balance of deferred tax
assets or liabilities reported on Coopers consolidated balance sheet. Deferred tax assets or
liabilities are determined based upon differences between the book basis of assets and liabilities
and their respective tax basis as measured by the enacted tax rates that Cooper expects will be in
effect when these differences reverse. In addition to estimating the future applicable tax rates,
Cooper must also make certain assumptions regarding whether tax differences are permanent or
temporary and whether taxable operating income in future periods will be sufficient to fully
recognize any gross deferred tax assets. Cooper has established valuation allowances when it is
more likely than not that some portion or all of the deferred tax assets will not be realized.
Cooper is subject to income taxes in both the United States and numerous non-U.S.
jurisdictions. Cooper is regularly under examination by various tax authorities. United States
federal and state tax authorities and tax authorities in other countries have challenged the amount
of taxes due for certain tax periods. Cooper evaluates the potential exposure associated with
various filing positions and records a liability for tax contingencies. Although Cooper believes
all tax positions are reasonable and properly reported in accordance with applicable tax laws and
regulations in effect during the periods involved, the final determination of tax audits and any
related litigation could be materially different than that which is reflected in historical income
tax provisions and accruals. The resolution of tax audits and litigation could have a material
effect on Coopers consolidated cash flows in the period or periods for which that determination is
finalized. In 2009 and 2008, Cooper reduced income tax expense by $12.7 million ($.08 per share)
and $23.2 million ($.13 per share), respectively, as a result of the expiration of statute of
limitations, tax settlements and other discrete tax items. See Note 13 of the Notes to the
Consolidated Financial Statements.
Cooper has goodwill of $2.64 billion and $2.57 billion at December 31, 2009 and December 31,
2008, respectively. Cooper records goodwill related to business acquisitions when the purchase
price exceeds the fair value of identified assets and liabilities acquired. Goodwill is subject to
an annual impairment test and Cooper has designated January 1 as the date of this test. If an event
occurs, or circumstances change, that
36
would more likely than not reduce the fair value of a reporting unit below its carrying value;
an interim impairment test would be performed between annual tests. Cooper has identified eight
reporting units, consisting of seven units in the Electrical Products reportable operating segment
plus the Tools reportable operating segment, for which goodwill is tested for impairment.
Goodwill impairment is evaluated using a two-step process. The first step of the goodwill
impairment test compares the fair value of a reporting unit with its carrying value. If the
carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill
impairment test shall be performed. The second step compares the implied fair value of the
reporting units goodwill to the carrying amount of its goodwill to measure the amount of
impairment loss. The implied fair value of goodwill is determined in the same manner as the amount
of goodwill recognized in a business combination (e.g., the fair value of the reporting unit is
allocated to all of the assets and liabilities, including any unrecognized intangible assets, as if
the reporting unit had been acquired in a business combination and the fair value of the reporting
unit was the purchase price paid to acquire the reporting unit).
The primary technique we utilize in estimating the fair value of our reporting units is
discounted cash flow analysis. Discounted cash flow analysis requires us to make various judgments,
estimates and assumptions, many of which are interdependent, about future sales, operating margins,
growth rates, capital expenditures, working capital and discount rates. In addition to estimating
the fair value of each of our reporting units using discounted cash flow analysis, we compare the
sum of the fair values of our reporting units that resulted from the discounted cash flow analysis
to our market capitalization to determine that our estimates of reporting unit fair value are
reasonable.
The starting point for the assumptions used in our discounted cash flow analysis is the annual
long range financial forecast. The annual planning process that we undertake to prepare the long
range financial forecast takes into consideration a multitude of factors including historical
growth rates and operating performance, related industry trends, macroeconomic conditions,
inflationary and deflationary forces, pricing strategies, customer analysis, operational issues,
competitor analysis, customer needs and marketplace data, among others. Assumptions are also made
for perpetual growth rates for periods beyond the long range financial forecast period. Our
estimates of fair value are sensitive to changes in all of these variables, certain of which relate
to broader macroeconomic conditions outside our control. The long range financial forecast is
typically completed early in the fourth quarter of each year, and it serves as the primary basis
for our estimate of reporting unit fair values used in our annual impairment tests, absent
significant changes in our outlook on future results.
In determining the fair value of our reporting units at January 1, 2010, we were required to
make significant judgments and estimates regarding the expected recovery from the recent global
economic recession. The forecast assumptions for 2010 include a recovery to begin in certain
markets and realization of benefits from our 2008 and 2009 cost reduction actions to reduce our
overall cost structure. We forecasted revenues for all but one of the Electrical Products
reporting units to increase in 2010 in the range of 1% to 8% with an average net increase of 1%.
We projected a compounded annual growth rate in the mid single digits through 2012 for Electrical
Products. We forecasted Tools revenues to increase in 2010 by 9% with a projected compounded annual
growth rate in the mid single digits through 2012. In developing our forecast, we considered the
historical operating results achieved and the future outlook in each of our businesses. While
Electrical Products revenue declined in 2009 by 22% due to the global economic recession, over the
three year period through 2008, Electrical Products revenues increased annually in the range of 11%
to 15%. Tools revenues increased approximately 4% in 2006 and 5% in 2007 and declined approximately
4% in 2008 and 27% in 2009. During the five year period through 2009, Cooper achieved compounded
annual growth in earnings from continuing operations of approximately 5% (2005 15%; 2006 24%;
2007 20%; 2008 8%; 2009 33% decline) and free cash flow in excess of recurring earnings from
continuing operations in each year.
We estimate a 3% annual growth rate beyond 2012 to arrive at a normalized residual year
representing the perpetual cash flows of each reporting unit. The forecasted 3% annual growth rate
is less than Coopers historical compounded annual growth rate achieved through 2009 for the prior
five year period
37
and is consistent with the historical compounded annual growth rate over the prior ten year
period. The residual year cash flow was capitalized to arrive at the terminal value for each of the
reporting units. Utilizing a discount rate of 11% for each reporting unit in the Electrical
Products segment and 11.5% for the Tools reporting unit, the present value of the cash flows during
the projection period and terminal value were aggregated to estimate the fair value for each of the
reporting units. We assumed a discount rate of 11% in our discounted cash flow analysis at January
1, 2009 for each of our reporting units. In determining the appropriate discount rate, we
considered the weighted average cost of capital for market participants.
Due to the effects of the global economic recession on our operations, we determined that the
excess fair value for each of our reporting units over its carrying value as of January 1, 2010 was
generally consistent with such excess as of January 1, 2009, although the margin by which the
estimated fair value exceeded carrying value was smaller than it was prior to the downturn in the
global economy in the latter half of 2008. If the recovery from the recent global economic
recession takes longer than we have projected or the economic environment worsens, the estimated
fair values of our reporting units could decrease.
The following table provides information for each of Coopers eight reporting units.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ in millions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reduction |
|
|
|
|
|
|
Fair Value |
|
|
|
|
|
Fair Value |
|
Required to |
|
|
|
|
|
|
in Excess |
|
|
|
|
|
in Excess |
|
Reduce 1/1/10 |
|
|
|
|
|
|
of Carrying |
|
|
|
of Carrying |
|
Estimated Fair |
|
|
Goodwill at |
|
Value at |
|
Goodwill at |
|
Value at |
|
Value to |
Reporting Unit |
|
12/31/08 (2) |
|
1/1/09 (1) |
|
12/31/09 (2) |
|
1/1/10 (1) |
|
Carrying Value |
|
B-Line |
|
$ |
303.4 |
|
|
|
88 |
% |
|
$ |
304.2 |
|
|
|
93 |
% |
|
|
48 |
% |
Bussmann |
|
|
337.8 |
|
|
|
65 |
% |
|
|
333.8 |
|
|
|
61 |
% |
|
|
38 |
% |
Crouse-Hinds |
|
|
362.8 |
|
|
|
192 |
% |
|
|
390.2 |
|
|
|
273 |
% |
|
|
73 |
% |
Lighting |
|
|
362.1 |
|
|
|
93 |
% |
|
|
375.7 |
|
|
|
91 |
% |
|
|
48 |
% |
Wiring Devices |
|
|
82.7 |
|
|
|
72 |
% |
|
|
79.8 |
|
|
|
51 |
% |
|
|
34 |
% |
Power Systems |
|
|
443.1 |
|
|
|
85 |
% |
|
|
446.1 |
|
|
|
81 |
% |
|
|
45 |
% |
Safety |
|
|
374.0 |
|
|
|
35 |
% |
|
|
408.5 |
|
|
|
31 |
% |
|
|
24 |
% |
Tools |
|
|
301.4 |
|
|
|
35 |
% |
|
|
304.9 |
|
|
|
32 |
% |
|
|
24 |
% |
|
|
|
(1) |
|
Expressed as a percentage of carrying value. |
|
(2) |
|
There were no changes in the allocation of goodwill between reporting units.
The changes in goodwill are due to the effect of acquisitions and translation. |
In addition to estimating the fair value of each of our reporting units using the discounted
cash flow analysis as described above, we compared the sum of the fair values of our reporting
units that resulted from the discounted cash flow analysis to our market capitalization to
determine that our estimates of reporting unit fair value were reasonable. As of December 31, 2009,
our equity market capitalization was approximately $7.2 billion, compared to the $3.0 billion book
value of equity. As of December 31, 2008, our equity market capitalization was approximately $5.1
billion, compared to the $2.6 billion book value of equity.
The above table reflects the percentage reduction in estimated fair value required to reduce
the stated fair value estimates to the respective reporting units carrying value at January 1,
2010. To evaluate the sensitivity of the fair value calculations and to address the uncertainty
inherent in estimating the fair values of our reporting units, we applied a range of discount rates
and long-term cash flow growth assumptions. Discount rates applied ranged from 9% to 13% with
long-term cash flow growth assumptions ranging from 2% to 4%. Under this range of assumptions, only
one scenario would reduce the fair value of a reporting unit below its carrying value (with the
fair value approximately 2% below its carrying value). If the projected recovery from the global
economic recession is significantly delayed beyond our projections, it is possible
38
the estimated fair values of certain reporting units could decrease such that the second step
of the goodwill impairment test must be completed.
There are significant inherent uncertainties and management judgment involved in estimating
the fair value of each reporting unit. While we believe we have made reasonable estimates and
assumptions to estimate the fair value of our reporting units, it is possible that a material
change could occur. If actual results are not consistent with our current estimates and
assumptions, or if changes in macroeconomic conditions outside the control of management change
such that it results in a significant negative impact on our estimated fair values, we may be
required to perform the second step of the impairment test for one or more of our reporting units,
which could result in a material impairment of our goodwill.
In October 1998, Cooper sold its Automotive Products business to Federal-Mogul Corporation
(Federal-Mogul). These discontinued businesses (including the Abex Friction product line
obtained from Pneumo-Abex Corporation (Pneumo) in 1994) were operated through subsidiary
companies, and the stock of those subsidiaries was sold to Federal-Mogul pursuant to a Purchase and
Sale Agreement dated August 17, 1998 (1998 Agreement). In conjunction with the sale,
Federal-Mogul indemnified Cooper for certain liabilities of these subsidiary companies, including
liabilities related to the Abex Friction product line and any potential liability that Cooper may
have to Pneumo pursuant to a 1994 Mutual Guaranty Agreement between Cooper and Pneumo. On October
1, 2001, Federal-Mogul and several of its affiliates filed a Chapter 11 bankruptcy petition. The
Bankruptcy Court for the District of Delaware confirmed Federal-Moguls plan of reorganization and
Federal-Mogul emerged from bankruptcy in December 2007. As part of Federal-Moguls Plan of
Reorganization, Cooper and Federal-Mogul reached a settlement agreement that was subject to
approval by the Bankruptcy Court resolving Federal-Moguls indemnification obligations to Cooper.
As discussed further in Item 3 Legal Proceedings and Note 16 of the Notes to the Consolidated
Financial Statements, on September 30, 2008, the Bankruptcy Court issued its final ruling denying
the Modified Plan A Settlement resulting in Cooper not participating in the Federal-Mogul 524(g)
trust and instead proceeding with the Plan B Settlement that had previously been approved by the
Bankruptcy Court. As a result of the Plan B Settlement, Cooper received in October 2008 the $141
million payment, including interest, from the Federal-Mogul Bankruptcy estate and continues to
resolve through the tort system the asbestos related claims arising from the Abex Friction product
line that it had sold to Federal-Mogul in 1998. As part of its obligation to Pneumo for any
asbestos-related claims arising from the Abex Friction product line (Abex Claims), Cooper has
rights, confirmed by Pneumo, to significant insurance for such claims.
As a result of the September 30, 2008 Bankruptcy Court ruling discussed above, Cooper adjusted
its accounting in the third quarter of 2008 to reflect the separate assets and liabilities related
to the on-going activities to resolve the potential asbestos related claims through the tort
system. Cooper recorded income from discontinued operations of $16.6 million, net of a $9.4
million income tax expense, in the third quarter of 2008 to reflect the Plan B Settlement.
During 2009, Cooper recognized an after tax gain from discontinued operations of $25.5
million, which is net of a $16.2 million income tax expense, from negotiated insurance settlements
consummated in 2009 that were not previously recognized. Cooper believes that it is likely that
additional insurance recoveries will be recorded in the future as new insurance-in-place agreements
are consummated or settlements with insurance carriers are completed. Timing and value of these
agreements and settlements cannot be currently estimated as they may be subject to extensive
additional negotiation and litigation.
Asbestos Liability Estimate
As of December 31, 2009, Cooper estimates that the undiscounted liability for pending and
future indemnity and defense costs for the next 45 years will be $784.5 million. This amount
includes accruals for unpaid indemnity and defense costs at December 31, 2009 which are not
significant. The estimated liability is before any tax benefit and is not discounted as the timing
of the actual payments is not reasonably predictable. However, a discounted value would likely be
approximately 60% or less of the $784.5 million liability recorded.
39
The methodology used to project Coopers liability estimate relies upon a number of
assumptions including Coopers recent claims experience and declining future asbestos spending
based on past trends and publicly available epidemiological data, changes in various jurisdictions,
managements judgment about the current and future litigation environment, and the availability to
claimants of other payment sources.
Abex discontinued using asbestos in the Abex Friction product line in the 1970s and
epidemiological studies that are publicly available indicate the incidence of asbestos-related
disease is in decline and should continue to decline steadily. However, these studies, or other
assumptions, may vary significantly over time from the current estimates utilized to project the
undiscounted liability.
Although Cooper believes that its estimated liability for pending and future indemnity and
defense costs represents the best estimate of its future obligation, Cooper utilized scenarios that
it believes are reasonably possible that indicate a broader range of potential estimates from $505
to $877 million (undiscounted).
Asbestos Receivable Estimate
As of December 31, 2009, Cooper, through Pneumo-Abex LLC, has access to Abex insurance
policies with remaining limits on policies with solvent insurers in excess of $680 million.
Insurance recoveries reflected as receivables in the balance sheet include recoveries where
insurance-in-place agreements, settlements or policy recoveries are probable. As of December 31,
2009, Coopers receivable for recoveries of costs from insurers amounted to $179.3 million, of
which $64.6 million relate to costs previously paid or insurance settlements. Coopers
arrangements with the insurance carriers may defer certain amounts of insurance and settlement
proceeds that Cooper is entitled to receive beyond twelve months. Approximately 90% of the $179.3
million receivable from insurance companies at December 31, 2009 is due from domestic insurers
whose AM Best rating is Excellent (A-) or better. The remaining balance of the insurance
receivable has been significantly discounted to reflect managements best estimate of the
recoverable amount.
Cooper believes that it is likely that additional insurance recoveries will be recorded in the
future as new insurance-in-place agreements are consummated or settlements with insurance carriers
are completed. However, extensive litigation with the insurance carriers may be required to
receive those additional recoveries.
The amounts recorded by Cooper for its asbestos liability and related insurance receivables
are not discounted and rely on assumptions that are based on currently known facts and strategy.
The value of the liability on a discounted basis net of the amount of insurance recoveries likely
to materialize in the future would be significantly lower than the net amounts currently recognized
in the balance sheet. Coopers actual asbestos costs or insurance recoveries could be
significantly higher or lower than those recorded if assumptions used in the estimation process
vary significantly from actual results over time. As the estimated liability is not discounted and
extends over 45 years, any changes in key assumptions could have a significant impact on the
recorded liability. Key variables in these assumptions include the number and type of new claims
filed each year, the average indemnity and defense costs of resolving claims, the number of years
these assumptions are projected into the future, and the resolution of on-going negotiations of
additional settlement or coverage-in-place agreements with insurance carriers. Assumptions with
respect to these variables are subject to greater uncertainty as the projection period lengthens.
Other factors that may affect Coopers liability and ability to recover under its insurance
policies include uncertainties surrounding the litigation process from jurisdiction to jurisdiction
and from case to case, reforms that may be made by state and federal courts, and the passage of
state or federal tort reform legislation. Cooper will review these assumptions on a periodic basis
to determine whether any adjustments are required to the estimate of its recorded asbestos
liability and related insurance receivables. As this additional information becomes available,
Cooper could record a charge or income related to the discontinued operations asbestos liability
and related insurance recoveries, which may be significant.
From a cash flow perspective, Cooper management believes that the annual cash outlay for its
potential asbestos liability, net of insurance recoveries, will not be material to Coopers
operating cash flow.
40
Recently Issued Accounting Standards
See Note 1 of the Notes to the Consolidated Financial Statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item is included under Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Coopers consolidated financial statements, together with the report thereon of Ernst & Young
LLP and the supplementary financial data are set forth on pages F-1 through F-49 hereof. (See Item
15 for Index.)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
The Companys management, with the participation of the Companys Chairman and Chief Executive
Officer and Senior Vice President and Chief Financial Officer, has evaluated the effectiveness of
the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on
such evaluation, the Companys Chairman and Chief Executive Officer and Senior Vice President and
Chief Financial Officer have concluded that, as of the end of such period, the Companys disclosure
controls and procedures are effective, at the reasonable assurance level, in recording, processing,
summarizing and reporting, on a timely basis, information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act and are effective, at the reasonable
assurance level, in ensuring that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is accumulated and communicated to the
Companys management, including the Companys Chairman and Chief Executive Officer and Senior Vice
President and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
There have not been any changes in the Companys internal control over financial reporting
during the most recently completed fiscal quarter that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is set forth under the captions Election of Directors,
Executive Officers, Section 16(a) Beneficial Ownership Reporting Compliance, and Corporate
Governance in Coopers Proxy Statement to be filed pursuant to Regulation 14A under the Securities
Exchange Act of 1934 in connection with Coopers 2010 Annual Meeting of Shareholders (the Proxy
Statement) and is incorporated herein by reference.
41
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth under the caption Executive Management
Compensation and Directors Compensation in the Proxy Statement and, except as specified in the
following sentence, is incorporated herein by reference.
Information in Coopers Proxy Statement not deemed to be soliciting material or filed with
the Commission under its rules, including the Compensation Committee Report, is not deemed to be
incorporated by reference.
|
|
|
ITEM 12. |
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required by this Item is set forth under the captions Cooper Stock Ownership
of Certain Beneficial Owners, Securities Ownership of Officers and Directors and Equity
Compensation Plan Information in the Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is set forth under the caption Transactions with
Related Persons and Corporate Governance-Director Independence in the Proxy Statement and is
incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is set forth under the caption Relationship with
Independent Auditors in the Proxy Statement and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) |
|
1. Financial Statements and Other Financial Data. |
|
|
|
|
|
|
|
Page |
|
|
|
F-1 |
|
|
|
|
F-2 |
|
|
|
|
F-3 |
|
|
|
|
F-4 |
|
|
|
|
F-5 |
|
|
|
|
F-6 |
|
|
|
|
F-7 |
|
|
|
|
F-8 |
|
Financial information with respect to subsidiaries not consolidated and 50 percent or less
owned entities accounted for by the equity method has not been included because in the aggregate
such subsidiaries and investments do not constitute a significant subsidiary.
|
2. |
|
Financial Statement Schedules |
Financial statement schedules are not included in this Form 10-K Annual Report
because they are not applicable or the required information is shown in the financial
statements or notes thereto.
42
|
2.0 |
|
Scheme of Arrangement between Cooper Industries, Ltd. and the Class A
Common Shareholders (incorporated by reference to Annex A to Coopers Definitive
Proxy Statement on Schedule 14A filed July 16, 2009). |
|
|
3.1 |
|
Memorandum and Articles of Association of Cooper Industries plc
(incorporated by reference to Exhibit 3.1 to Cooper Industries plcs Form 8-K filed
September 9, 2009). |
|
|
3.2 |
|
Certificate of Incorporation of Cooper Industries plc (incorporated by
reference to Exhibit 3.2 to Cooper Industries plcs Form 8-K filed September 9,
2009). |
|
|
4.1 |
|
Second Amended and Restated Rights Agreement, dated September 8, 2009, by
and among Cooper Industries plc, Cooper Industries, Ltd. and Computershare Trust
Company, N.A., as Rights Agent (incorporated by referenced to Exhibit 4.1 to Cooper
Industries plcs Form 8-K filed on September 9, 2009). |
|
|
4.2 |
|
Indenture dated as of January 15, 1990, between Cooper Industries, Inc.
and The Chase Manhattan Bank (National Association), as Trustee (incorporated by
reference to Exhibit 4(a) to Coopers Registration Statement on Form S-3,
Registration No. 33-33011). |
|
|
4.3 |
|
First Supplemental Indenture dated as of May 15, 2002 between Cooper
Industries, Inc. and JPMorgan Chase Bank, N.A., as successor Trustee to The Chase
Manhattan Bank (National Association) (incorporated by reference to Exhibit 4.3 to
Coopers Form 10-Q for the quarter ended June 30, 2002). |
|
|
4.4 |
|
Second Supplemental Indenture dated as of June 21, 2002 among Cooper
Industries, Inc., Cooper Industries, Ltd. and JPMorgan Chase Bank, N.A., as Trustee
(incorporated by reference to Exhibit 4.4 to Coopers Form 10-Q for the quarter
ended June 30, 2002). |
|
|
4.5 |
|
Third Supplemental Indenture dated as of October 28, 2002 among Cooper
Industries, Inc., Cooper Industries, Ltd. and JPMorgan Chase Bank, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 to Coopers Form 10-Q for the quarter
ended September 30, 2002). |
|
|
4.6 |
|
Fourth Supplemental Indenture dated as of January 1, 2005 among Cooper
Industries, LLC, Cooper Industries, Ltd. and JPMorgan Chase Bank, N.A., as Trustee
(incorporated by reference to Exhibit 4 to Coopers Form 10-Q for the quarter ended
March 31, 2005). |
|
|
4.7 |
|
Indenture dated as of November 8, 2005 among Cooper US, Inc., Cooper
Industries, Ltd., Subsidiary Guarantors and JPMorgan Chase Bank, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 to Coopers Form 8-K filed November 9,
2005). |
|
|
4.8 |
|
Registration Rights Agreement dated November 8, 2005 among Cooper US,
Inc., Cooper Industries, Ltd., Subsidiary Guarantors, and Banc of America Securities
LLC and Citigroup Global Markets, Inc. as representatives of several initial
purchasers of $325 million aggregate principal amount of debt securities
(incorporated by reference to Exhibit 4.2 to Coopers Form 8-K filed November 9,
2005). |
|
|
4.9 |
|
Form of Indenture among Cooper US, Inc., Cooper Industries, Ltd. and
Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to
Exhibit 4.1 to Coopers Form 8-K dated June 13, 2007). |
|
|
4.10 |
|
Form of First Supplemental Indenture among Cooper US, Inc., Cooper
Industries, Ltd., the Subsidiary Guarantors named therein and Deutsche Bank Trust
Company Americas, |
43
|
|
|
as Trustee (incorporated by reference to Exhibit 4.2 to Coopers Form 8-K dated
June 13, 2007). |
|
|
4.11 |
|
Form of Second Supplemental Indenture among Cooper US, Inc. Cooper
Industries, Ltd., the Subsidiary Guarantors named therein and Deutsche Bank Trust
Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to Coopers
Form 8-K dated March 24, 2008). |
|
|
4.12 |
|
Fifth Supplemental Indenture, dated as of September 8, 2009, by and among
Cooper Industries, LLC, Cooper Industries, Ltd., Cooper Industries plc and The Bank
of New York Mellon Trust Company, N.A., (successor to JPMorgan Chase Bank, N.A.) as
Trustee (incorporated by reference to Exhibit 4.2 to Cooper Industries plcs Form
8-K filed September 9, 2009). |
|
|
4.13 |
|
First Supplemental Indenture, dated as of September 8, 2009, by and among
Cooper US, Inc., the Guarantors (as defined therein), Cooper Industries plc and The
Bank of New York Mellon Trust Company, N.A. (successor to JPMorgan Chase Bank, N.A.)
as Trustee (incorporated by reference to Exhibit 4.3 to Cooper Industries plcs Form
8-K filed September 9, 2009). |
|
|
4.14 |
|
Third Supplemental Indenture, dated as of September 8, 2009, by and among
Cooper US, Inc., the Guarantors (as defined therein), Cooper Industries plc and
Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to
Exhibit 4.4 to Cooper Industries plcs Form 8-K filed September 9, 2009). |
|
|
10.1 |
|
Cooper Industries, Ltd. Directors Deferred Compensation Plan (as Amended
and Restated as of November 4, 2008) (incorporated by reference
to Exhibit 10.1 to Coopers Form 10-K for the year ended
December 31, 2008). |
|
|
10.2 |
|
Cooper Industries, Inc. Directors Retirement Plan (incorporated by
reference to Exhibit 10.3 to Coopers Form 10-K for the year ended December 31,
1997). |
|
|
10.3 |
|
Cooper Industries, Inc. Supplemental Excess Defined Benefit Plan (August
1, 1998 Restatement) (incorporated by reference to Exhibit 10(iii) to Coopers Form
10-Q for the quarter ended September 30, 1998). |
|
|
10.4 |
|
First Amendment to Cooper Industries, Inc. Supplemental Excess Defined
Benefit Plan (August 1, 1998 Restatement) (incorporated by reference to Exhibit 10.6
to Coopers Form 10-K for the year ended December 31, 2003). |
|
|
10.5 |
|
Cooper Industries, Inc. Supplemental Excess Defined Contribution Plan
(August 1, 1998 Restatement) (incorporated by reference to Exhibit 10(iv) to
Coopers Form 10-Q for the quarter ended September 30, 1998). |
|
|
10.6 |
|
First, Second and Third Amendments to Cooper Industries, Inc.
Supplemental Excess Defined Contribution Plan (August 1, 1998 Restatement)
(incorporated by reference to Exhibit 10.8 to Coopers Form 10-K for the year ended
December 31, 2003). |
|
|
10.7 |
|
Cooper US, Inc. Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.7 to Coopers Form 10-K
for the year ended December 31, 2008). |
|
|
10.8 |
|
Cooper US, Inc. Base Salary Deferral Plan (incorporated by
reference to Exhibit 10.8 to Coopers Form 10-K for the year
ended December 31, 2008). |
|
|
10.9 |
|
Cooper Industries Amended and Restated Management Annual Incentive Plan
(as Amended and Restated for Non-Deferral Terms as of February 13, 2006) (as Amended
and Restated in connection with Section 409A effective
January 1, 2005) (incorporated by reference to Exhibit 10.9 to
Coopers Form 10-K for the year ended December 31, 2008). |
44
|
10.10 |
|
First Amendment to Cooper Industries Amended and Restated Management
Annual Incentive Plan (As Amended and Restated for Non-Deferral Terms as of February
13, 2006) (As Amended and Restated in connection with Section 409A, Effective
January 1, 2005) (incorporated by reference to Exhibit 10.6 to Cooper Industries
plcs Form 8-K filed September 9, 2009). |
|
|
10.11 |
|
Deed Poll of Assumption, dated September 8, 2009, by Cooper Industries
plc relating to the Cooper Industries Amended and Restated Management Annual
Incentive Plan (incorporated by reference to Exhibit 10.10 to Cooper Industries
plcs Form 8-K filed September 9, 2009). |
|
|
10.12 |
|
Management Incentive Compensation Deferral Plan (incorporated by
reference to Exhibit 10.7 to Coopers Form 10-K for the year ended December 31,
1997). |
|
|
10.13 |
|
Third and Fourth Amendments to Management Incentive Compensation
Deferral Plan (incorporated by reference to Exhibit 10.10 to Coopers Form 10-K for
the year ended December 31, 2003) (incorporated by reference to Exhibit 10.12 to
Coopers Form 10-K for the year ended December 31, 2008). |
|
|
10.14 |
|
Management Incentive Compensation Deferral Plan Post2004 Part
(Effective January 1, 2005) (incorporated by reference to Exhibit
10.12 to Coopers Form 10-K for the year ended December 31, 2008). |
|
|
10.15 |
|
Cooper Industries plc Amended and Restated Stock Incentive Plan (As
Amended and Restated September 8, 2009) (incorporated by reference to Exhibit 10.7
to Cooper Industries plcs Form 8-K filed September 9, 2009). |
|
|
10.16 |
|
Deed Poll of Assumption, dated September 8, 2009, by Cooper Industries
plc relating to the Cooper Industries, Ltd. Amended and Restated Stock Incentive
Plan (incorporated by reference to Exhibit 10.11 to Cooper Industries plcs Form 8-K
filed September 9, 2009). |
|
|
10.17 |
|
Form of Incentive Stock Option Agreement for Cooper Industries, Inc.
Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to Coopers Form
10-K for the year ended December 31, 2003). |
|
|
10.18 |
|
Form of Nonqualified Stock Option Agreement for Cooper
Industries Stock Incentive Plan (incorporated by reference to Exhibit
10.15 to Coopers Form 10-K for the year ended December 31, 2003). |
|
|
10.19 |
|
Form of Cooper US, Inc. Executive Stock Incentive Agreement for the
performance period January 1, 2007 to December 31, 2009 (incorporated by reference
to Exhibit 10.1 to Coopers Form 10-Q for the period ended March 31, 2007). |
|
|
10.20 |
|
Form of Cooper US, Inc. Executive Stock Incentive Agreement for the
performance period January 1, 2008 to December 31, 2010 (incorporated by reference
to Exhibit 10.1 to Coopers Form 10-Q for the period ended March 31, 2008). |
|
|
10.21 |
|
Form of Cooper US, Inc. Executive Stock Incentive Agreement for the 2009
performance period (incorporated by reference to Exhibit 10.1 to Coopers Form 10-Q
for the period ended March 31, 2009). |
|
|
10.22 |
|
Form of Cooper US Restricted Stock Agreement (incorporated by reference
to Exhibit 10.19 to Coopers Form 10-K for the year ended December 31, 2008). |
|
|
10.23 |
|
Amended and Restated Cooper Industries plc Directors Stock Plan (As
Amended and Restated as of September 8, 2009) (incorporated by reference to Exhibit
10.3 to Cooper Industries plcs Form 8-K filed September 9, 2009). |
45
|
10.24 |
|
Deed Poll of Assumption, dated September 8, 2009, by Cooper Industries
plc relating to the Amended and Restated Cooper Industries, Ltd. Directors Stock
Plan (incorporated by reference to Exhibit 10.8 to Cooper Industries plcs Form 8-K
filed September 9, 2009). |
|
|
10.25 |
|
Form of Directors Nonqualified Stock Option Agreement for Directors
Stock Plan (incorporated herein by reference to Exhibit 10.18 to Coopers Form 10-K
for the year ended December 31, 1997). |
|
|
10.26 |
|
Cooper Industries plc Amended and Restated Directors Retainer Fee Stock
Plan (As Amended and Restated as of September 8, 2009) (incorporated by reference to
Exhibit 10.4 to Cooper Industries plcs Form 8-K filed September 9, 2009). |
|
|
10.27 |
|
Deed Poll of Assumption, dated September 8, 2009, by Cooper Industries
plc relating to the Cooper Industries, Ltd. Amended and Restated Directors Retainer
Fee Stock Plan (incorporated by reference to Exhibit 10.9 to Cooper Industries plcs
Form 8-K filed September 9, 2009). |
|
|
10.28 |
|
Form of Management Continuity Agreement between Cooper Industries plc
and key management personnel. |
|
|
10.29 |
|
Form of Indemnification Agreement for directors and Secretary of Cooper
Industries plc (incorporated by reference to Exhibit 10.1 to Cooper Industries plcs
Form 8-K filed September 9, 2009). |
|
|
10.30 |
|
Form of Indemnification Agreement for officers of Cooper Industries plc
(incorporated by reference to Exhibit 10.2 to Cooper Industries plcs Form 8-K filed
September 9, 2009). |
|
|
10.31 |
|
Purchase and Sale Agreement between Cooper Industries, Inc. and
Federal-Mogul Corporation dated August 17, 1998 (incorporated herein by reference to
Exhibit 10(i) of Coopers Form 10-Q for the quarter ended September 30, 1998). |
|
|
10.32 |
|
Term Sheet Pneumo Abex Settlement Plan A and Plan B dated as of July 6,
2006 among Cooper Industries, Ltd.; Cooper Industries, LLC; Federal-Mogul
Corporation; Federal-Mogul Products, Inc.; the Future Claimants Representative for
Federal-Mogul Corporation and Federal-Mogul Products, Inc.; the Official Committee
of Asbestos Claimants for Federal-Mogul Corporation and Federal-Mogul Products,
Inc.; Pneumo Abex LLC; and PCT International Holdings, Inc. (incorporated by
reference to Exhibit 99.1 to Coopers Form 8-K dated July 20, 2006). |
|
|
10.33 |
|
Plan B Settlement Agreement dated as of September 18, 2006 among Cooper
Industries, Ltd.; Cooper Industries, LLC; Federal-Mogul Corporation; Federal-Mogul
Products, Inc.; the Future Claimants Representative for Federal-Mogul Corporation
and Federal-Mogul Products, Inc.; the Official Committee of Asbestos Claimants for
Federal-Mogul Corporation and Federal-Mogul Products, Inc.; Pneumo Abex LLC; and PCT
International Holdings, Inc. (incorporated by reference to Exhibit 10.28 to Coopers
Form 10-K for the year ended December 31, 2006). |
|
|
10.34 |
|
Five-Year Credit Agreement dated November 3, 2004 among Cooper
Industries, Ltd., Cooper US, Inc. and the banks named therein (incorporated by
reference to Exhibit 10.25 of Coopers Form 10-K for the year ended December 31,
2004). |
46
|
10.35 |
|
Credit Agreement, dated August 14, 2009, among Cooper Industries, Ltd.,
Cooper US, Inc., the Subsidiary Guarantors named therein and the banks named therein
(incorporated by reference to Exhibit 10.9 to Cooper Industries plcs Form 10-Q for
the period ended September 30, 2009). |
|
|
10.36 |
|
Form of Executive Employment Agreement for employees who receive stock
option and performance share awards (incorporated by reference to Exhibit 10.1 to
Coopers Form 8-K dated March 17, 2006). |
|
|
12.0 |
|
Computation of Ratios of Earnings to Fixed Charges for the Calendar years
2005 through 2009. |
|
|
21.0 |
|
List of Cooper Industries plc Subsidiaries. |
|
|
23.0 |
|
Consent of Ernst & Young LLP. |
|
|
24.0 |
|
Powers of Attorney from members of the Board of Directors of Cooper Industries plc. |
|
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. |
|
|
32.1 |
|
Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
|
|
32.2 |
|
Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |
|
|
|
101.INS
|
|
XBRL Instance Document |
101.SCH
|
|
XBRL Schema Document |
101.CAL
|
|
XBRL Calculation Linkbase Document |
101.LAB
|
|
XBRL Label Linkbase Document |
101.PRE
|
|
XBRL Presentation Linkbase Document |
101.DEF
|
|
XBRL Definition Linkbase Document |
Pursuant to Rule 406T of Regulation S-T, the interactive data included in Exhibit 101 is
deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, and otherwise is not subject to liability under these sections.
Cooper will furnish to the Commission supplementally upon request a copy of any instrument
with respect to long-term debt of Cooper.
Copies of the above Exhibits are available to shareholders of record at a charge of $.25 per
page, minimum order of $10.00. Direct requests to:
Cooper Industries plc
Attn: Corporate Secretary
P.O. Box 4446
Houston, Texas 77210
47
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
|
|
|
|
COOPER INDUSTRIES PLC
|
|
Date: February 19, 2010 |
By: |
/s/ Kirk S. Hachigian
|
|
|
|
Kirk S. Hachigian, |
|
|
|
Chairman, President
and Chief Executive Officer |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Kirk S. Hachigian
|
|
Chairman, President and
|
|
February 19, 2010 |
Kirk S. Hachigian
|
|
Chief Executive Officer |
|
|
|
|
|
|
|
/s/ Terry A. Klebe
|
|
Senior Vice President and
|
|
February 19, 2010 |
Terry A. Klebe
|
|
Chief Financial Officer |
|
|
|
|
|
|
|
/s/ Rick L. Johnson
|
|
Vice President, Controller
|
|
February 19, 2010 |
Rick L. Johnson
|
|
and Chief Accounting Officer |
|
|
|
|
|
|
|
|
|
Director
|
|
February 19, 2010 |
Stephen G. Butler |
|
|
|
|
|
|
|
|
|
*ROBERT M. DEVLIN
|
|
Director
|
|
February 19, 2010 |
|
|
|
|
|
Robert M. Devlin |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
February 19, 2010 |
Ivor J. Evans |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
February 19, 2010 |
Linda A. Hill |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
February 19, 2010 |
Lawrence D. Kingsley |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
February 19, 2010 |
James J. Postl |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
February 19, 2010 |
Dan F. Smith |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
February 19, 2010 |
Gerald B. Smith |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
February 19, 2010 |
Mark S. Thompson |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
February 19, 2010 |
James R. Wilson |
|
|
|
|
|
|
|
|
|
* By:
|
|
/s/ Bruce M. Taten
Bruce M. Taten, as Attorney-In-Fact
for each of the persons indicated
|
|
|
48
REPORT OF MANAGEMENT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting
principles. Our internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of
the Company are being made only in accordance with authorizations of management and directors of
the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Companys assets that could have a material
effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal control over
financial reporting is a process that involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal control over financial
reporting also can be circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or detected on a
timely basis by internal control over financial reporting. However, these inherent limitations are
known features of the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
Management conducted an evaluation of the effectiveness of the Companys internal control over
financial reporting based on the framework in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation,
management concluded that the Companys internal control over financial reporting was effective as
of December 31, 2009.
Coopers independent registered public accounting firm has issued an audit report on Coopers
internal control over financial reporting. This report appears on Page F-2.
|
|
|
|
|
Kirk S. Hachigian
|
|
Terry A. Klebe
|
|
Rick L. Johnson |
Chairman, President and
|
|
Senior Vice President and
|
|
Vice President, Controller |
Chief Executive Officer
|
|
Chief Financial Officer
|
|
and Chief Accounting Officer |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Cooper Industries plc:
We have audited Cooper Industries plcs (previously Cooper Industries, Ltd.) (the Company)
internal control over financial reporting as of December 31, 2009, based on criteria established in
Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). The Companys management is responsible for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Report of Management on
Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the
Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2009, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of the Company as of December 31, 2009 and
2008 and related consolidated statements of income, shareholders equity, and cash flows for each
of the three years in the period ended December 31, 2009, and our report dated February 19, 2010
expressed an unqualified opinion thereon.
ERNST & YOUNG LLP
Houston, Texas
February 19, 2010
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Cooper Industries plc:
We have audited the accompanying consolidated balance sheets of Cooper Industries plc
(previously Cooper Industries, Ltd.) (the Company), as of December 31, 2009 and 2008, and the
related consolidated statements of income, shareholders equity, and cash flows for each of the
three years in the period ended December 31, 2009. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of the Company at December 31, 2009 and 2008, and the
consolidated results of its operations and its cash flows for each of the three years in the period
ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, the Company adopted FASB
Interpretation No. 48 (codified in FASB ASC Topic 740, Income Taxes), effective January 1, 2007.
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Companys internal control over financial reporting as of
December 31, 2009, based on criteria established in Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
February 19, 2010 expressed an unqualified opinion thereon.
ERNST & YOUNG LLP
Houston, Texas
February 19, 2010
F-3
COOPER INDUSTRIES PLC
CONSOLIDATED INCOME STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
(in millions, except per share data) |
|
Revenues |
|
$ |
5,069.6 |
|
|
$ |
6,521.3 |
|
|
$ |
5,903.1 |
|
Cost of sales |
|
|
3,483.8 |
|
|
|
4,396.7 |
|
|
|
3,970.0 |
|
Selling and administrative expenses |
|
|
1,011.8 |
|
|
|
1,194.6 |
|
|
|
1,089.0 |
|
Restructuring and asset impairment charges |
|
|
29.9 |
|
|
|
52.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings |
|
|
544.1 |
|
|
|
877.6 |
|
|
|
844.1 |
|
|
|
|
|
|
|
|
|
|
|
Income from Belden agreement |
|
|
|
|
|
|
|
|
|
|
33.1 |
|
Interest expense, net |
|
|
61.4 |
|
|
|
70.4 |
|
|
|
51.0 |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
|
482.7 |
|
|
|
807.2 |
|
|
|
826.2 |
|
Income taxes expense |
|
|
69.1 |
|
|
|
191.6 |
|
|
|
133.9 |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
413.6 |
|
|
|
615.6 |
|
|
|
692.3 |
|
Income related to discontinued operations, net of income taxes |
|
|
25.5 |
|
|
|
16.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
439.1 |
|
|
$ |
632.2 |
|
|
$ |
692.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per common share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
2.47 |
|
|
$ |
3.54 |
|
|
$ |
3.80 |
|
Income from discontinued operations |
|
|
.15 |
|
|
|
.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2.62 |
|
|
$ |
3.64 |
|
|
$ |
3.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
2.46 |
|
|
$ |
3.51 |
|
|
$ |
3.73 |
|
Income from discontinued operations |
|
|
.15 |
|
|
|
.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2.61 |
|
|
$ |
3.60 |
|
|
$ |
3.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share |
|
$ |
1.00 |
|
|
$ |
1.00 |
|
|
$ |
.84 |
|
|
|
|
|
|
|
|
|
|
|
The Notes to Consolidated Financial Statements are an integral part of these statements.
F-4
COOPER INDUSTRIES PLC
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
381.6 |
|
|
$ |
258.8 |
|
Investments |
|
|
|
|
|
|
21.9 |
|
Receivables, less allowances |
|
|
797.7 |
|
|
|
1,011.4 |
|
Inventories |
|
|
483.9 |
|
|
|
641.8 |
|
Current discontinued operations receivable |
|
|
12.7 |
|
|
|
17.5 |
|
Deferred income taxes and other current assets |
|
|
225.7 |
|
|
|
246.5 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
1,901.6 |
|
|
|
2,197.9 |
|
|
|
|
|
|
|
|
Property, plant and equipment, less accumulated depreciation |
|
|
731.7 |
|
|
|
728.2 |
|
Goodwill |
|
|
2,643.2 |
|
|
|
2,567.3 |
|
Long-term discontinued operations receivable |
|
|
166.6 |
|
|
|
174.8 |
|
Deferred income taxes and other noncurrent assets |
|
|
541.3 |
|
|
|
496.7 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
5,984.4 |
|
|
$ |
6,164.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt |
|
$ |
9.4 |
|
|
$ |
25.6 |
|
Accounts payable |
|
|
384.4 |
|
|
|
492.5 |
|
Accrued liabilities |
|
|
515.2 |
|
|
|
618.7 |
|
Current discontinued operations liability |
|
|
43.4 |
|
|
|
50.4 |
|
Current maturities of long-term debt |
|
|
2.3 |
|
|
|
275.0 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
954.7 |
|
|
|
1,462.2 |
|
|
|
|
|
|
|
|
Long-term debt |
|
|
922.7 |
|
|
|
932.5 |
|
Long-term discontinued operations liability |
|
|
741.1 |
|
|
|
764.7 |
|
Other long-term liabilities |
|
|
402.6 |
|
|
|
398.1 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
3,021.1 |
|
|
|
3,557.5 |
|
|
|
|
|
|
|
|
Common stock, $.01 par value |
|
|
1.7 |
|
|
|
1.7 |
|
Retained earnings |
|
|
3,254.1 |
|
|
|
2,935.4 |
|
Treasury stock |
|
|
(12.5 |
) |
|
|
|
|
Accumulated other nonowner changes in equity |
|
|
(280.0 |
) |
|
|
(329.7 |
) |
|
|
|
|
|
|
|
Total shareholders equity |
|
|
2,963.3 |
|
|
|
2,607.4 |
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
5,984.4 |
|
|
$ |
6,164.9 |
|
|
|
|
|
|
|
|
The Notes to Consolidated Financial Statements are an integral part of these statements.
F-5
COOPER INDUSTRIES PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
(in millions) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
439.1 |
|
|
$ |
632.2 |
|
|
$ |
692.3 |
|
Adjust: Income related to discontinued operations |
|
|
(25.5 |
) |
|
|
(16.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
413.6 |
|
|
|
615.6 |
|
|
|
692.3 |
|
Adjustments to reconcile to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
145.6 |
|
|
|
143.1 |
|
|
|
118.2 |
|
Deferred income taxes |
|
|
8.1 |
|
|
|
26.0 |
|
|
|
12.4 |
|
Excess tax benefits from stock options and awards |
|
|
(2.7 |
) |
|
|
(10.2 |
) |
|
|
(25.8 |
) |
Restructuring and asset impairment charges |
|
|
29.9 |
|
|
|
52.4 |
|
|
|
|
|
Changes in assets and liabilities: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
Receivables |
|
|
244.5 |
|
|
|
22.7 |
|
|
|
(66.1 |
) |
Inventories |
|
|
175.0 |
|
|
|
16.6 |
|
|
|
27.3 |
|
Accounts payable and accrued liabilities |
|
|
(211.7 |
) |
|
|
(80.4 |
) |
|
|
56.9 |
|
Discontinued operations assets and liabilities, net |
|
|
24.0 |
|
|
|
139.7 |
|
|
|
(20.5 |
) |
Other assets and liabilities, net |
|
|
(74.4 |
) |
|
|
(29.1 |
) |
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
751.9 |
|
|
|
896.4 |
|
|
|
795.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments |
|
|
22.9 |
|
|
|
65.7 |
|
|
|
(93.7 |
) |
Cash restricted for business acquisition |
|
|
|
|
|
|
290.1 |
|
|
|
(290.1 |
) |
Capital expenditures |
|
|
(126.7 |
) |
|
|
(137.0 |
) |
|
|
(115.5 |
) |
Cash paid for acquired businesses |
|
|
(61.4 |
) |
|
|
(297.0 |
) |
|
|
(336.1 |
) |
Proceeds from sales of property, plant and equipment and other |
|
|
7.4 |
|
|
|
1.8 |
|
|
|
1.8 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(157.8 |
) |
|
|
(76.4 |
) |
|
|
(833.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuances of debt |
|
|
|
|
|
|
297.6 |
|
|
|
547.3 |
|
Debt issuance costs |
|
|
(1.8 |
) |
|
|
(0.6 |
) |
|
|
(2.7 |
) |
Proceeds from debt derivatives |
|
|
|
|
|
|
0.5 |
|
|
|
10.0 |
|
Repayments of debt |
|
|
(299.6 |
) |
|
|
(397.2 |
) |
|
|
(303.3 |
) |
Dividends |
|
|
(167.4 |
) |
|
|
(170.3 |
) |
|
|
(154.3 |
) |
Purchases of common shares |
|
|
(26.0 |
) |
|
|
(517.2 |
) |
|
|
(343.9 |
) |
Purchases of treasury shares |
|
|
(12.5 |
) |
|
|
|
|
|
|
|
|
Excess tax benefits from stock options and awards |
|
|
2.7 |
|
|
|
10.2 |
|
|
|
25.8 |
|
Proceeds from exercise of stock options and other |
|
|
20.1 |
|
|
|
17.1 |
|
|
|
68.3 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(484.5 |
) |
|
|
(759.9 |
) |
|
|
(152.8 |
) |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
13.2 |
|
|
|
(34.1 |
) |
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
122.8 |
|
|
|
26.0 |
|
|
|
(190.7 |
) |
Cash and cash equivalents, beginning of year |
|
|
258.8 |
|
|
|
232.8 |
|
|
|
423.5 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year |
|
$ |
381.6 |
|
|
$ |
258.8 |
|
|
$ |
232.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Net of the effects of acquisitions and translation. |
The Notes to Consolidated Financial Statements are an integral part of these statements.
F-6
COOPER INDUSTRIES PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
In Excess |
|
|
|
|
|
|
|
|
|
|
Nonowner |
|
|
|
|
|
|
Common |
|
|
of Par |
|
|
Retained |
|
|
Treasury |
|
|
Changes in |
|
|
|
|
|
|
Stock |
|
|
Value |
|
|
Earnings |
|
|
Stock |
|
|
Equity |
|
|
Total |
|
Balance December 31, 2006 |
|
$ |
0.9 |
|
|
$ |
278.4 |
|
|
$ |
2,324.4 |
|
|
$ |
|
|
|
$ |
(128.4 |
) |
|
$ |
2,475.3 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
692.3 |
|
|
|
|
|
|
|
|
|
|
|
692.3 |
|
Adoption of accounting for uncertain
tax positions |
|
|
|
|
|
|
|
|
|
|
(27.2 |
) |
|
|
|
|
|
|
|
|
|
|
(27.2 |
) |
Pension and postretirement benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.7 |
|
|
|
9.7 |
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.3 |
|
|
|
20.3 |
|
Change in fair value of derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17.7 |
|
|
|
17.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income and other nonowner
changes in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
712.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock dividends |
|
|
|
|
|
|
|
|
|
|
(154.4 |
) |
|
|
|
|
|
|
|
|
|
|
(154.4 |
) |
Stock-based compensation |
|
|
|
|
|
|
38.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38.8 |
|
Purchases of common shares |
|
|
|
|
|
|
(343.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(343.9 |
) |
Stock issued under employee stock plans |
|
|
|
|
|
|
111.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111.5 |
|
Stock split |
|
|
0.9 |
|
|
|
(0.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other activity |
|
|
|
|
|
|
1.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2007 |
|
|
1.8 |
|
|
|
85.7 |
|
|
|
2,835.1 |
|
|
|
|
|
|
|
(80.7 |
) |
|
|
2,841.9 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
632.2 |
|
|
|
|
|
|
|
|
|
|
|
632.2 |
|
Pension and post retirement benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(88.6 |
) |
|
|
(88.6 |
) |
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(136.0 |
) |
|
|
(136.0 |
) |
Change in fair value of derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24.4 |
) |
|
|
(24.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income and other nonowner
changes in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
383.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock dividends |
|
|
|
|
|
|
|
|
|
|
(174.7 |
) |
|
|
|
|
|
|
|
|
|
|
(174.7 |
) |
Stock-based compensation |
|
|
|
|
|
|
22.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22.7 |
|
Purchases of common shares |
|
|
(0.1 |
) |
|
|
(159.9 |
) |
|
|
(357.2 |
) |
|
|
|
|
|
|
|
|
|
|
(517.2 |
) |
Stock issued under employee stock plans |
|
|
|
|
|
|
49.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49.6 |
|
Other activity |
|
|
|
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2008 |
|
|
1.7 |
|
|
|
|
|
|
|
2,935.4 |
|
|
|
|
|
|
|
(329.7 |
) |
|
|
2,607.4 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
439.1 |
|
|
|
|
|
|
|
|
|
|
|
439.1 |
|
Pension and post retirement benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11.8 |
) |
|
|
(11.8 |
) |
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50.3 |
|
|
|
50.3 |
|
Change in fair value of derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.2 |
|
|
|
11.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income and other nonowner
changes in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
488.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock dividends |
|
|
|
|
|
|
|
|
|
|
(167.1 |
) |
|
|
|
|
|
|
|
|
|
|
(167.1 |
) |
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
26.3 |
|
|
|
|
|
|
|
|
|
|
|
26.3 |
|
Purchases of common shares |
|
|
|
|
|
|
|
|
|
|
(26.0 |
) |
|
|
|
|
|
|
|
|
|
|
(26.0 |
) |
Purchases of treasury shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12.5 |
) |
|
|
|
|
|
|
(12.5 |
) |
Stock issued under employee stock plans |
|
|
|
|
|
|
|
|
|
|
38.8 |
|
|
|
|
|
|
|
|
|
|
|
38.8 |
|
Other activity |
|
|
|
|
|
|
|
|
|
|
7.6 |
|
|
|
|
|
|
|
|
|
|
|
7.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2009 |
|
$ |
1.7 |
|
|
$ |
|
|
|
$ |
3,254.1 |
|
|
$ |
(12.5 |
) |
|
$ |
(280.0 |
) |
|
$ |
2,963.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Notes to Consolidated Financial Statements are an integral part of these statements.
F-7
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: The consolidated financial statements of Cooper Industries plc (formerly
Cooper Industries, Ltd.), an Irish company (Cooper), have been prepared in accordance with
generally accepted accounting principles in the United States.
In June 2009, our Board of Directors approved moving Coopers place of incorporation from
Bermuda to Ireland. This move is part of a reorganization that created a newly formed Irish
company, Cooper Industries plc. We completed the first step in this reorganization by establishing
our tax residency in Ireland in December 2008. At a Special Shareholders Meeting on August 31,
2009, shareholders voted in favor of completing the reorganization pursuant to which all Cooper
Industries, Ltd. Class A common shares held by public shareholders would be cancelled and all
holders of such shares would receive ordinary shares of Cooper Industries plc on a one-for-one
basis. The reorganization transaction was completed on September 8, 2009, following approval from
the Supreme Court of Bermuda, at which time Cooper Industries plc replaced Cooper Industries, Ltd.
as the ultimate parent company. Shares of the Irish company, Cooper Industries plc, began trading
on the New York Stock Exchange on September 9, 2009 under the symbol CBE, the same symbol under
which Cooper Industries, Ltd. shares were previously traded. This transaction was accounted for as
a merger between entities under common control; accordingly, the historical financial statements of
Cooper Industries, Ltd. for periods prior to this transaction are considered to be the historical
financial statements of Cooper Industries plc. No changes in assets or liabilities resulted from
this transaction, other than Cooper Industries plc has provided a guarantee of amounts due under
certain borrowing arrangements as described in Notes 9 and 20. See Note 10 for a discussion of the
capital structure of Cooper Industries plc.
Principles of Consolidation: The consolidated financial statements include the accounts of Cooper
and its majority-owned subsidiaries or affiliated companies where Cooper has the ability to control
the entity through voting or similar rights. All intercompany transactions have been eliminated.
The results of companies acquired or disposed of are included in the financial statements from the
effective date of acquisition or up to the date of disposal.
Use of Estimates: The preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates. These
financial statements were issued on February 19, 2010 and subsequent events have been evaluated
through that date.
Cash Equivalents: For purposes of the consolidated statements of cash flows, Cooper considers all
investments purchased with original maturities of three months or less to be cash equivalents.
Restricted Cash: For purposes of the 2007 and 2008 statement of cash flows, Cooper recorded cash
held at December 31, 2007 in an account for the irrevocable tender offer to purchase all
outstanding shares of MTL Instruments Group plc, a publicly-traded company based in the United
Kingdom, as restricted cash until consummation of the transaction in 2008.
Accounts Receivable: Cooper provides an allowance for doubtful trade accounts receivable,
determined under the specific identification method. The allowance was $14.8 million and $12.7
million at December 31, 2009 and 2008, respectively.
Inventories: Inventories are carried at cost or, if lower, net realizable value. On the basis of
current costs, 48% and 51% of inventories at December 31, 2009 and 2008, respectively, were carried
on the last-in, first-out (LIFO) method. The remaining inventories are carried on the first-in,
first-out (FIFO) method. Allowances for excess and obsolete inventory are provided based on
current assessments about future
F-8
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
demands, market conditions and related management initiatives. If
market conditions are less favorable than
those projected by management, additional inventory allowances may be required. The allowance for
excess and obsolete inventory was $83.7 million at December 31, 2009 and $77.0 million at December
31, 2008.
Property, Plant and Equipment: Property, plant and equipment are stated at cost. Depreciation is
provided using primarily the straight-line method over the estimated useful lives of the related
assets, which in general have the following lives: buildings 10 to 40 years; machinery and
equipment 3 to 18 years; computer hardware and software 1 to 12 years; and tooling, dies,
patterns and other 3 to 10 years.
Business Combinations: Cooper makes an allocation of the purchase price based on its estimate of
the fair value of the assets acquired, including identified intangible assets, and liabilities
assumed as of the date of acquisition. Cooper allocates any excess purchase price over the fair
value of the net tangible and intangible assets acquired to goodwill.
Goodwill: Goodwill is subject to an annual impairment test and Cooper has designated January 1 as
the date of this test. Cooper has identified eight reporting units, consisting of seven units in
the Electrical Products reportable operating segment plus the Tools reportable operating segment,
for which goodwill is tested for impairment. If an event occurs or circumstances change that would
more likely than not reduce the fair value of a reporting unit below its carrying value, an interim
impairment test would be performed between annual tests. Goodwill impairment is evaluated using a
two-step process.
The first step of the goodwill impairment test compares the fair value of a reporting unit
with its carrying value. If the carrying amount of a reporting unit exceeds its fair value, the
second step of the goodwill impairment test shall be performed. The second step compares the
implied fair value of the reporting units goodwill to the carrying amount of its goodwill to
measure the amount of impairment loss. The implied fair value of goodwill is determined in the
same manner as the amount of goodwill recognized in a business combination (e.g., the fair value of
the reporting unit is allocated to all of the assets and liabilities, including any unrecognized
intangible assets, as if the reporting unit had been acquired in a business combination and the
fair value of the reporting unit was the purchase price paid to acquire the reporting unit).
Intangible Assets: Intangible assets are stated at cost. Certain intangible assets are amortized
over the estimated useful lives of the related assets using primarily the straight-line method.
Intangible assets subject to amortization primarily include, with related estimated useful lives:
customer relationships 3 to 30 years; technology 5 to 20 years; and trademarks 15 to 40
years. Certain trademarks with an indefinite useful life are not amortized and are instead tested
for impairment on an annual basis.
Income Taxes: Cooper uses the asset and liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based upon differences between the
book basis of assets and liabilities and their respective tax basis as measured by the enacted tax
rates that Cooper expects will be in effect when these differences reverse. In addition to
estimating the future applicable tax rates, Cooper must also make certain assumptions regarding
whether tax differences are permanent or temporary and whether taxable operating income in future
periods will be sufficient to fully recognize any gross deferred tax assets. Cooper has
established valuation allowances when it is more likely than not that some portion or all of the
deferred tax assets will not be realized.
Foreign Currency Translation: Financial statements for international subsidiaries are translated
into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and
the exchange rates in effect during the respective period for revenues, expenses, gains and losses.
Where the local currency is the functional currency, translation adjustments are recorded in
accumulated other nonowner changes in equity. Where the U.S. dollar is the functional currency,
translation adjustments are recorded in income.
Treasury Stock: Treasury stock is carried at cost.
F-9
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Revenue Recognition: Cooper recognizes revenues when products are shipped. Accruals for sales
returns and other allowances are provided at the time of shipment based upon past experience. If
actual future
returns and allowances differ from past experience, additional allowances may be required. The
accrual for sales returns and other allowances reported net in receivables was $77.9 million and
$89.8 million at December 31, 2009 and 2008, respectively. Shipping and handling costs of $121.0
million, $181.9 million and $174.3 million in 2009, 2008 and 2007, respectively, are reported as a
reduction of revenues in the consolidated income statements.
Customer Incentives: Customer incentives primarily consist of volume discounts and other
short-term discount and promotion programs. Cooper recognizes these incentives as a reduction in
reported revenues at the time of the qualifying sale based on our estimate of the ultimate
incentive amount to be earned using historical experience and known trends. If actual customer
incentives differ from our estimates, additional accruals may be required. The accrual for
customer incentives reported in accrued liabilities was $70.2 million and $108.9 million at
December 31, 2009 and 2008, respectively.
Research and Development Expenditures: Research and development expenditures are charged to
earnings as incurred. Research and development expenses were $141.1 million, $141.8 million and
$105.7 million in 2009, 2008 and 2007, respectively.
Stock Based Compensation: Cooper recognizes stock-based compensation expense based on the fair
value of the award at the grant date with expense recognized over the service period, which is
usually the vesting period. Cooper uses the Black-Scholes-Merton formula to estimate the value of
stock options granted to employees, as well as the straight-line recognition method for awards
subject to graded vesting. The fair value of restricted stock and performance-based awards granted
are measured at the market price on the grant date. Cooper recognizes an estimate for forfeitures
of awards of stock options, performance-based shares and restricted stock units. These estimates
are adjusted as actual forfeitures differ from the estimate.
Impact of New Accounting Standards: In June 2009, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards (SFAS) No. 168 The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement
of FASB Statement No. 162. SFAS No. 168 made the FASB Accounting Standards Codification (ASC or
the Codification) the single source of U.S. GAAP used by nongovernmental entities in the
preparation of financial statements, except for rules and interpretive releases of the SEC under
authority of federal securities laws, which are sources of authoritative accounting guidance for
SEC registrants. The Codification was developed to organize GAAP pronouncements by accounting
topics within a consistent structure so that users can more easily access authoritative accounting
guidance; its purpose is not to create new accounting and reporting guidance. The Codification was
effective July 1, 2009. All accounting references have therefore been updated and SFAS references
have been replaced with ASC references.
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No.48,
Accounting for Uncertainty in Income Taxes (the Interpretation) as codified in ASC Topic 740,
Income Taxes. This Interpretation clarifies the accounting for uncertainty in income taxes
recognized in accordance with ASC Topic 740. This Interpretation prescribes a more-likely-than not
recognition threshold that a tax position will be sustained upon examination and a measurement
attribute for the financial statement recognition of a tax position taken or expected to be taken
in a tax return. This Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition. Cooper adopted
the provisions of the Interpretation on January 1, 2007. As a result of the implementation of the
Interpretation, Cooper recognized a $27.2 million increase in the liability for unrecognized tax
benefits, which was accounted for as a reduction of the January 1, 2007 beginning retained earnings
balance.
ASC Topic 820, Fair Value Measurements and Disclosures, was revised to provide enhanced
guidance for using fair value to measure assets and liabilities. ASC Topic 820 clarifies the
principle that fair
F-10
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
value should be based on the assumptions market participants would use when
pricing assets or liabilities and establishes a hierarchy that prioritizes the information used to
develop those assumptions. ASC Topic 820 applies whenever other standards require (or permit)
assets or liabilities to be measured at fair value. On February 12, 2008, the FASB delayed the
effective date of ASC Topic 820 for nonfinancial assets and
nonfinancial liabilities, except for items that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually). Cooper implemented the
provisions of ASC Topic 820 as of January 1, 2008 for those assets and liabilities not subject to
the deferral described above. The implementation of ASC Topic 820 as of January 1, 2009 for assets
and liabilities previously subject to the deferral described above did not have a material impact
on Coopers results of operations, financial position or cash flows. See Note 17 of the Notes to
the Consolidated Financial Statements.
Effective prospectively for business combinations completed on or after January 1, 2009, ASC
Topic 805, Business Combinations, was revised to provide enhanced guidance related to the
measurement of identifiable assets acquired, liabilities assumed and disclosure of information
related to business combinations. This guidance, together with the International Accounting
Standards Boards (IASB) IFRS 3, Business Combinations, completed a joint effort by the FASB and
IASB to improve financial reporting about business combinations and promotes the international
convergence of accounting standards. Cooper implemented the revised guidance prospectively for
business combinations completed on or after January 1, 2009. Cooper recognizes acquisition-related
costs in the period in which such costs are incurred as required by the guidance.
Effective January 1, 2009, ASC Topic 810, Consolidation, was revised to provide enhanced
guidance related to the disclosure of information regarding noncontrolling interests in a
subsidiary. This guidance, together with the IASBs IAS 27, Consolidated and Separate Financial
Statements, concluded a joint effort by the FASB and IASB to improve the accounting for and
reporting of noncontrolling interests in consolidated financial statements and promotes
international convergence of accounting standards. Cooper did not apply the disclosure provisions
of ASC Topic 810 regarding noncontrolling interests in a subsidiary as the information is
immaterial to the consolidated financial statements.
Effective January 1, 2009, the disclosure provisions of ASC Topic 815, Derivatives and
Hedging, were revised to provide greater transparency about (a) how and why an entity uses
derivative instruments, (b) how derivative instruments and related hedged items are accounted for
under Topic 815, and (c) how derivative instruments and related hedged items affect an entitys
financial position, results of operations, and cash flows. Cooper implemented the revised guidance
as of January 1, 2009 and has provided the additional disclosures required. See Note 17 of the
Notes to the Consolidated Financial Statements.
Effective for fiscal years ending after December 15, 2009, ASC Topic 715, Compensation
Retirement Benefits, was revised to require additional disclosures about assets held in an
employers defined benefit pension or other postretirement plan, primarily related to categories
and fair value measurements of plan assets. Cooper implemented the revised guidance for its 2009
year end and has provided the additional disclosures related to Coopers pension assets. See Note
14 of the Notes to the Consolidated Financial Statements.
NOTE 2: RESTRUCTURING AND ASSET IMPAIRMENT
In the second quarter of 2008, Cooper recorded a $7.6 million restructuring charge for
severance costs for downsizing a Tools segment international facility. This facility downsizing
and related cash payments were substantially completed in 2008.
During the fourth quarter of 2008, Cooper committed to employment reductions to appropriately
size Coopers workforce to current and anticipated market conditions and to downsize a domestic
Tools segment manufacturing operation. Cooper recorded a $35.7 million charge in the fourth
quarter of 2008 related to these actions, $25.5 million of which relates to
the Electrical Products
segment and $10.2 million relates to
F-11
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
the Tools segment. A total of 1,314 hourly and 930 salaried
positions were eliminated as a result of the fourth quarter 2008 restructuring actions to reduce
Coopers workforce.
During 2009, Cooper committed to additional employment reductions and certain facility
closures as a result of managements ongoing assessment of its hourly and salary workforce and its
required production
capacity in consideration of current and anticipated market conditions and demand levels.
Cooper recorded charges of $28.7 million in 2009 related to these actions, $18.5 million of which
relates to the Electrical Products segment and $8.6 million relates to the Tools segment. The
remaining $1.6 million relates to reductions in Coopers corporate staff. A total of 1,088 hourly
and 772 salaried positions are being eliminated as a result of the 2009 restructuring actions to
reduce Coopers workforce.
The following table reflects activity in the accrued liability related to the restructuring
actions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract |
|
|
|
Involuntary Employee |
|
|
Termination |
|
|
|
Termination Benefits |
|
|
and Other |
|
|
|
Headcount |
|
|
Dollars |
|
|
Exit Costs |
|
|
|
|
|
|
|
($ in millions) |
|
2008 fourth quarter restructuring actions |
|
|
2,244 |
|
|
$ |
33.7 |
|
|
$ |
2.0 |
|
Headcount reductions or costs incurred |
|
|
(1,358 |
) |
|
|
(5.7 |
) |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008 |
|
|
886 |
|
|
$ |
28.0 |
|
|
$ |
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 restructuring actions |
|
|
1,860 |
|
|
$ |
24.8 |
|
|
$ |
3.9 |
|
Headcount reductions or costs incurred |
|
|
(2,478 |
) |
|
|
(47.7 |
) |
|
|
(4.6 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009 |
|
|
268 |
|
|
$ |
5.1 |
|
|
$ |
1.0 |
|
|
|
|
|
|
|
|
|
|
|
The workforce reductions, contract termination and other exit costs and the related cash
payments associated with the accrual balances at December 31, 2009 will be substantially completed
in the first half of 2010. As part of the restructuring actions, Cooper has approved the closure of
ten factories and warehouses, eight of which have been completed at the end of the 2009. Cooper
recorded non-cash impairment charges of $1.2 million related to these actions. The two remaining
factory closures are expected to be substantially completed in the first half of 2010. Cooper
expects to incur incremental restructuring charges in the range of approximately $13 to $17 million
associated with the completion of planned restructuring activities as the actions are completed in
2010.
In the fourth quarter of 2008, Cooper also recorded a non-cash impairment charge of $9.1
million related to an investment in a previously unconsolidated international joint venture in the
Electrical Products segment. In December 2008, Cooper acquired a majority interest in the
international joint venture and consolidated the joint ventures net assets of $4.6 million at such
time.
NOTE 3: ACQUISITIONS
Cooper completed nine acquisitions during 2009 and 2008. These acquisitions were selected
because of their strategic fit with existing Cooper businesses or were new strategic lines that
were complementary to Coopers operations.
In 2009, Cooper completed five acquisitions and acquired certain intellectual property rights
in the Electrical Products segment. Approximately 80% of the revenues of these businesses are
generated in the United States. The acquisition date fair value of the total consideration for the
2009 acquisitions was
F-12
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
approximately $61.3 million. The acquisitions resulted in the recognition of
preliminary estimated aggregate goodwill of $29.5 million, with approximately 54% not expected to
be deductible for tax purposes. The transactions consummated during 2009 resulted in the
preliminary recognition of $29.3 million in other intangible assets consisting primarily of
customer relationships, technology and trademarks. All of the other intangibles are finite-lived
intangible assets that are preliminarily expected to be amortized over periods of 5 to 40 years
with a weighted average amortization period of approximately 12 years.
In 2008, Cooper completed four acquisitions with approximately two-thirds of the revenues of
these businesses being generated outside of the United States. Cooper finalized the allocation of
the purchase price for the 2008 acquisitions during 2009 increasing goodwill and other intangibles
by approximately $2.9 million each.
In February 2008, Cooper completed the acquisition of MTL Instruments Group plc (MTL). MTL
is a leader in the development and supply of electronic instrumentation and protection equipment
for use in hazardous environments. The total purchase price, including assumed debt, was
approximately $325 million. The MTL acquisition resulted in the recognition of goodwill of $198.8
million, primarily related to the future earnings and cash flow potential from MTLs worldwide
customer base. The MTL acquisition is included in the Electrical Products segment.
Cooper acquired three additional companies during 2008 for total consideration of $28.6
million. The majority of the operations of these acquired businesses are related to the Electrical
Products segment. In December 2008, Cooper also acquired an additional 20% interest in a
previously unconsolidated 50% owned international joint venture for total consideration of $0.5
million and began consolidating this entity at such time. In 2009, Cooper obtained full ownership
of this entity.
Total cash consideration paid for acquisitions during 2009 was $54.2 million, net of cash
acquired. Cooper also paid approximately $7.2 million in 2009 for prior acquisitions primarily
related to previously deferred payments and working capital settlements. The results of operations
of acquisitions are included in the consolidated income statement since the respective acquisition
dates. Pro-forma income from continuing operations and diluted earnings per share for 2009 and
2008, assuming the acquisitions had occurred at the beginning of the period, would not be
materially different from reported results.
NOTE 4: INVENTORIES
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
Raw materials |
|
$ |
186.2 |
|
|
$ |
239.3 |
|
Work-in-process |
|
|
150.3 |
|
|
|
163.2 |
|
Finished goods |
|
|
316.7 |
|
|
|
405.0 |
|
Perishable tooling and supplies |
|
|
12.9 |
|
|
|
13.9 |
|
|
|
|
|
|
|
|
|
|
|
666.1 |
|
|
|
821.4 |
|
Allowance for excess and obsolete inventory |
|
|
(83.7 |
) |
|
|
(77.0 |
) |
Excess of current standard costs over LIFO costs |
|
|
(98.5 |
) |
|
|
(102.6 |
) |
|
|
|
|
|
|
|
Net inventories |
|
$ |
483.9 |
|
|
$ |
641.8 |
|
|
|
|
|
|
|
|
As a result of the reduction in inventories during 2009, Cooper recognized an $18.8 million
reduction to cost of sales related to decrements in LIFO inventories. In addition, Cooper
recognized a $14.5 million increase to cost of sales in 2009 related to increases in excess and
obsolete inventory allowances and other inventory valuation adjustments.
F-13
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 5: PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
Land and land improvements |
|
$ |
68.7 |
|
|
$ |
71.6 |
|
Buildings |
|
|
568.7 |
|
|
|
545.9 |
|
Machinery and equipment |
|
|
940.3 |
|
|
|
920.7 |
|
Computer hardware and software |
|
|
273.0 |
|
|
|
357.4 |
|
Tooling, dies and patterns |
|
|
318.3 |
|
|
|
299.3 |
|
All other |
|
|
88.4 |
|
|
|
90.4 |
|
Construction in progress |
|
|
65.2 |
|
|
|
59.8 |
|
|
|
|
|
|
|
|
|
|
|
2,322.6 |
|
|
|
2,345.1 |
|
Accumulated depreciation |
|
|
(1,590.9 |
) |
|
|
(1,616.9 |
) |
|
|
|
|
|
|
|
|
|
$ |
731.7 |
|
|
$ |
728.2 |
|
|
|
|
|
|
|
|
NOTE 6: GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill by segment were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electrical |
|
|
|
|
|
|
|
|
|
Products |
|
|
Tools |
|
|
Total |
|
|
|
|
|
|
(in millions) |
|
|
|
|
Balance December 31, 2007 |
|
$ |
2,233.1 |
|
|
$ |
307.2 |
|
|
$ |
2,540.3 |
|
Additions to goodwill |
|
|
203.0 |
|
|
|
0.4 |
|
|
|
203.4 |
|
Translation adjustments |
|
|
(170.2 |
) |
|
|
(6.2 |
) |
|
|
(176.4 |
) |
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2008 |
|
|
2,265.9 |
|
|
|
301.4 |
|
|
|
2,567.3 |
|
Additions to goodwill |
|
|
32.4 |
|
|
|
|
|
|
|
32.4 |
|
Translation adjustments |
|
|
40.0 |
|
|
|
3.5 |
|
|
|
43.5 |
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2009 |
|
$ |
2,338.3 |
|
|
$ |
304.9 |
|
|
$ |
2,643.2 |
|
|
|
|
|
|
|
|
|
|
|
Cooper completed its annual impairment tests for each reporting units goodwill. The
results of step one of the goodwill impairment tests did not require the completion of step two of
the test for any reporting unit.
The gross carrying value of other intangible assets was $367.1 million and $325.6 million at
December 31, 2009 and 2008, respectively. Accumulated amortization of other intangible assets was
$59.6 million and $41.9 million at December 31, 2009 and 2008, respectively. Amortization expense
of other intangible assets was $17.9 million in 2009, $17.1 million in 2008, and $9.1 million in
2007. Annual amortization expense, exclusive of businesses that may be acquired in 2010, is
expected to be $18.8 million in 2010, $18.2 million in 2011, $17.9 million in 2012, $17.8 million
in 2013 and $17.7 million in 2014.
Certain trademarks with a gross carrying value of approximately $52 million and $57 million at
December 31, 2009 and 2008, respectively, are considered indefinite-lived intangibles and not
subject to amortization. Cooper completed its annual impairment test for indefinite-lived
intangible assets resulting in no impairment.
F-14
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 7: ACCRUED LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
Salaries, wages and employee benefit plans |
|
$ |
216.7 |
|
|
$ |
226.3 |
|
Commissions and customer incentives |
|
|
96.6 |
|
|
|
141.3 |
|
Product and environmental liability accruals |
|
|
37.0 |
|
|
|
37.6 |
|
Restructuring liability accruals |
|
|
6.1 |
|
|
|
29.7 |
|
Other (individual items less than 5% of total current liabilities) |
|
|
158.8 |
|
|
|
183.8 |
|
|
|
|
|
|
|
|
|
|
$ |
515.2 |
|
|
$ |
618.7 |
|
|
|
|
|
|
|
|
At December 31, 2009, Cooper had accruals of $22.3 million with respect to potential product
liability claims and $27.1 million with respect to potential environmental liabilities, including
$12.4 million classified as a long-term liability, based on Coopers current estimate of the most
likely amount of losses that it believes will be incurred.
The product liability accrual consists of $9.0 million of known claims with respect to ongoing
operations, $1.6 million of known claims for previously divested operations and $11.7 million,
which represents an estimate of claims that have been incurred but not yet reported. While Cooper
is generally self-insured with respect to product liability claims, Cooper has insurance coverage
for individual claims above $5 million.
Environmental remediation costs are accrued based on estimates of known environmental
remediation exposures. Such accruals are adjusted as information develops or circumstances change.
The environmental liability accrual includes $3.7 million related to sites owned by Cooper and
$23.4 million for retained environmental liabilities related to sites previously owned by Cooper
and third-party sites where Cooper was a potentially responsible party. Third-party sites usually
involve multiple contributors where Coopers liability will be determined based on an estimate of
Coopers proportionate responsibility for the total cleanup. The amount actually accrued for such
sites is based on these estimates as well as an assessment of the financial capacity of the other
potentially responsible parties.
Cooper has not utilized any form of discounting in establishing its product or environmental
liability accruals. While both product liability and environmental liability accruals involve
estimates that can change over time, Cooper has taken a proactive approach and has managed the
costs in both of these areas over the years. Cooper does not believe that the nature of its
products, its production processes, or the materials or other factors involved in the manufacturing
process subject Cooper to unusual risks or exposures for product or environmental liability.
Coopers greatest exposure to inaccuracy in its estimates is with respect to the constantly
changing definitions of what constitutes an environmental liability or an acceptable level of
cleanup.
NOTE 8: COMMITMENTS AND CONTINGENCIES
Cooper and its subsidiaries are defendants or otherwise involved in a number of lawsuits in
the ordinary course of business. We estimate the range of our liability related to pending
litigation when we believe the amount and range of loss can be estimated. We record our best
estimate of a loss when the loss is considered probable. When a liability is probable and there is
a range of estimated loss with no best estimate in the range, we record the minimum estimated
liability related to the lawsuits or claims. As additional information becomes available, we
assess the potential liability related to our pending litigation and claims and revise our
estimates. Due to uncertainties related to the resolution of lawsuits and claims, the ultimate
outcome may differ from our estimates. In the opinion of management and based on liability
accruals provided, our ultimate exposure with respect to these pending lawsuits and claims is not
expected to have a
F-15
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
material adverse effect on our consolidated financial position or cash flows, although they
could have a material adverse effect on our results of operations for a particular reporting
period.
The U.S. Federal Government has enacted legislation intended to deny certain federal funding
and government contracts to U.S. companies that reincorporate outside the United States, including
Section 745 of the Consolidated Appropriations Act, 2008 (Public Law 110-161), Section 724(c) of
the Transportation, Treasury, Housing and Urban Development, the Judiciary, and Independent
Agencies Appropriations Act, 2006 (Public Law 109-115), and 6 U.S.C. 395(b) of The Homeland
Security Act. Cooper has self-reported to the Department of Defense certain transactions
aggregating approximately $8 million with U.S. government entities which may be subject to the
legislation. At the time of this filing, it is too early to determine whether any fines or
penalties may be assessed against Cooper.
Cooper has entered into various operating lease agreements, primarily for manufacturing,
warehouse and sales office facilities and equipment. Generally, the leases include renewal
provisions and rental payments may be adjusted for increases in taxes, insurance and maintenance
related to the property. Rent expense for all operating leases was $42.9 million, $42.2 million
and $36.4 million during 2009, 2008 and 2007, respectively. At December 31, 2009, minimum annual
rental commitments under noncancellable operating leases that have an initial or remaining lease
term in excess of one year were $26.6 million in 2010, $22.1 million in 2011, $14.6 million in
2012, $9.9 million in 2013, $6.4 million in 2014 and $22.9 million thereafter.
Cooper has purchase obligations of approximately $262 million related to commitments to
purchase certain goods and services in 2010.
NOTE 9: DEBT
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
5.50% senior unsecured notes, due November 2009 |
|
$ |
|
|
|
$ |
275.0 |
|
5.25% senior unsecured notes, due November 2012 |
|
|
325.0 |
|
|
|
325.0 |
|
5.45% senior unsecured notes, due April 2015 |
|
|
300.0 |
|
|
|
300.0 |
|
6.10% senior unsecured notes, due July 2017 |
|
|
300.0 |
|
|
|
300.0 |
|
6.91% second series medium-term notes, due through 2010 |
|
|
2.3 |
|
|
|
2.3 |
|
Other (includes issuance discount) |
|
|
(2.3 |
) |
|
|
5.2 |
|
|
|
|
|
|
|
|
Total long-term debt |
|
|
925.0 |
|
|
|
1,207.5 |
|
Current maturities |
|
|
(2.3 |
) |
|
|
(275.0 |
) |
|
|
|
|
|
|
|
Long-term portion |
|
$ |
922.7 |
|
|
$ |
932.5 |
|
|
|
|
|
|
|
|
On August 14, 2009, Cooper entered into a credit agreement that provides a $350 million
three-year committed bank credit facility that replaced Coopers previous $500 million credit
facility that was to mature in November 2009. The agreement for the credit facility requires that
Cooper maintain certain financial ratios, including a prescribed limit on debt as a percentage of
total capitalization and minimum earnings before interest, income taxes, depreciation and
amortization to interest ratio. Retained earnings are unrestricted as to the payment of dividends,
except to the extent that payment would cause a violation of the prescribed limit on the
debt-to-total capitalization ratio. The credit agreement is not subject to termination based upon a
decrease in Coopers debt ratings or a material adverse change.
There were no commercial paper borrowings outstanding at December 31, 2009 or 2008. On
November 2, 2009, Cooper repaid the $275 million 5.50% senior unsecured notes at maturity.
Coopers senior unsecured notes, credit facility and any commercial paper amounts outstanding are
guaranteed by Cooper and certain of its principal operating subsidiaries.
F-16
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
On March 27, 2008, Coopers wholly-owned subsidiary, Cooper US, Inc. issued $300 million of
5.45% fixed rate senior unsecured notes due in 2015. Proceeds from the financing were used to repay
commercial paper outstanding at that time. Combined with the debt issuance discount, underwriting
commissions and interest rate hedges implemented in anticipation of the offering, the notes have an
effective annual cost to Cooper of 5.56%.
On June 18, 2007, Coopers wholly-owned subsidiary, Cooper US, Inc. issued $300 million of
6.10% fixed rate senior unsecured notes due in 2017. Proceeds from the financing were used to
repay $300 million of maturing 5.25% senior unsecured notes. Combined with interest rate hedges
implemented in anticipation of the offering, the notes have an effective annual cost to Cooper of
5.75%.
On November 8, 2005, Coopers wholly-owned subsidiary, Cooper US, Inc., issued $325 million of
5.25% fixed rate senior unsecured notes that mature on November 15, 2012. Proceeds of the notes
were swapped to 272.6 million with cross-currency interest-rate swaps, effectively converting
the seven-year U.S. notes to seven-year Euro notes with an annual interest rate of 3.55% (see Note
17). The proceeds of 272.6 million partially funded repayment of the 6.25% Euro bonds that
matured in October 2005.
Maturities of long-term debt for the five years subsequent to December 31, 2009 are $2.3
million in 2010, insignificant in 2011, $325 million in 2012, insignificant in 2013, none in 2014
and $600 million thereafter. The future net minimum lease payments under capital leases are not
significant. Total interest paid during 2009, 2008 and 2007 was $68.6 million, $70.8 million and
$58.1 million, respectively.
NOTE 10: COMMON AND PREFERRED STOCK
As discussed in Note 1, Cooper completed a reorganization transaction on September 8, 2009
whereby all Cooper Industries, Ltd. Class A common shares held by public shareholders were
cancelled and all holders of such shares received ordinary shares of Cooper Industries plc on a
one-for-one basis. The Class A and Class B common shares of Cooper Industries, Ltd. held by
wholly-owned subsidiaries of Cooper Industries, Ltd. did not participate in the exchange
transaction and continue to be held by wholly-owned subsidiaries of Cooper Industries, Ltd. On
October 19, 2009, the Irish High Court approved the reduction of share premium (similar to
additional paid-in-capital) to establish distributable reserves in the statutory balance sheet of
Cooper Industries plc. The establishment of distributable reserves was required to enable the
Company to pay dividends and repurchase shares in the future. The reorganization transaction and
establishment of distributable reserves had no impact on consolidated shareholders equity.
Cooper Industries plcs authorized share capital is 40,000 and $7,600,000 consisting of
40,000 ordinary shares with a par value of 1 per share, 750,000,000 common shares, par value of
$.01 per share and 10,000,000 preferred shares, par value $.01 per share, which preferred shares
may be designated and created as shares of any other classes or series of shares with the
respective rights and restrictions determined by action of the Board of Directors. No preferred
shares of Cooper Industries plc were outstanding at December 31, 2009.
Cooper Industries, Ltds authorized share capital is $7,600,000 consisting of 500,000,000
Class A common shares, par value of $.01 per share, 250,000,000 Class B common shares, par value
$.01 per share and 10,000,000 preferred shares, par value $.01 per share, which preferred shares
may be designated and created as shares of any other classes or series of shares with the
respective rights and restrictions determined by action of the Board of Directors. No preferred
shares of Cooper Industries, Ltd. were outstanding at December 31, 2008 or 2007.
At December 31, 2009, Cooper Industries plc had 167,316,595 common shares, $.01 par value
issued and outstanding compared to Cooper Industries, Ltd.s 166,908,287 Class A common shares,
$.01 par value (excluding 37,362,915 Class A common shares held by wholly-owned subsidiaries) at
December 31, 2008. During 2009, Cooper issued 1,965,708 common shares primarily in connection with
employee
F-17
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
incentive and benefit plans and Coopers dividend reinvestment program. During 2009 and
prior to the
reorganization transaction described above, Cooper Industries Ltd. and its wholly-owned
subsidiaries purchased 1,262,800 Class A common shares of Cooper Industries, Ltd. for $26.0 million
under Coopers share repurchase plans. The share purchases are recorded by Coopers wholly-owned
subsidiaries as an investment in Cooper Industries, Ltd. that is eliminated in consolidation.
Subsequent to the reorganization transaction in 2009, Cooper Industries plc purchased 294,600
shares of treasury stock at an average price of $42.38 per share.
Cooper Industries, Ltd. had Class A common shares, $.01 par value issued and outstanding of
166,908,287 and 179,453,923 as of December 31, 2008 and 2007 respectively, (excluding the Class A
common shares held by wholly-owned subsidiaries as discussed below of 37,362,915 and 27,195,002
shares at each respective date). Cooper issued Class A common shares totaling 1,864,076 and
4,055,234 during 2008 and 2007 respectively, primarily in connection with employee incentive and
benefit plans and Coopers dividend reinvestment program. Cooper and its wholly-owned subsidiaries
purchased Cooper Industries, Ltd. Class A common shares under Coopers share repurchase plan
totaling $517.2 million (14,409,712 shares) during 2008 and $343.9 million (6,883,353 shares)
during 2007. The share purchases are recorded by Coopers wholly-owned subsidiaries as an
investment in its parent company that is eliminated in consolidation. During 2008, 598,482 Class A
common shares held by wholly-owned subsidiaries were issued in connection with employee incentive
and benefit plans, leaving 37,362,915 Class A common shares held by wholly-owned subsidiaries at
December 31, 2008.
Certain wholly-owned subsidiaries own Cooper Industries, Ltd. Class A common shares and a
wholly-owned subsidiary owns all the issued and outstanding Class B common shares of Cooper
Industries, Ltd. During the first quarter of 2009, Cooper Industries, Ltd. repurchased 4.2 million
Class B common shares from its wholly-owned subsidiary. The subsidiaries investments in the Class
A and Class B common shares are accounted for as investments in the parent company that are
eliminated in consolidation. The Class B common shares are not entitled to vote, except as to
matters for which Bermuda law specifically requires voting rights for otherwise nonvoting shares.
Cooper and its wholly-owned subsidiaries have entered into a voting agreement which provides that
in those limited circumstances where the Class B common shares have the right to vote, Coopers
wholly-owned subsidiaries shall vote the Class B common shares and any Class A common shares that
may be held by Coopers wholly-owned subsidiaries in the same proportion as the holders of Class A
common shares. If at any time a dividend was declared or paid on the Class A common shares of
Cooper Industries, Ltd., a like dividend was declared and paid on Class B common shares in an equal
amount per share.
On February 12, 2008, Coopers Board of Directors authorized the purchase of ten million
shares of common stock. On February 9, 2009, Coopers Board of Directors increased the share
repurchase authorization by ten million shares. As of December 31, 2009, 12,472,035 shares remain
available to be repurchased under the authorizations by the Board of Directors. Coopers Board has
also authorized the repurchase of shares issued from time to time under its equity compensation
plans, matched savings plan and dividend reinvestment plan in order to offset the dilution that
results from issuing shares under these plans. For 2010, Coopers current estimate is that 2.5
million shares would be issued under equity compensation plans. As of the date of this filing in
2010, Cooper had repurchased 589,600 shares in 2010 under these Board of Directors authorizations.
Cooper may continue to repurchase shares under these authorizations from time to time during 2010.
The decision whether to do so will be dependent on the favorability of market conditions, as well
as potential cash requirements for acquisitions and debt repayments.
Under the terms of the Dividend Reinvestment Plan, any holder of common stock may elect to
have cash dividends and up to $24,000 per year in cash payments invested in common stock without
incurring any brokerage commissions or service charges. At December 31, 2009, Cooper had
20,892,405 shares reserved for the Dividend Reinvestment Plan, grants and exercises of stock
options, performance-based stock awards, restricted stock awards and other plans.
F-18
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The Board of Directors of Cooper Industries, Ltd. adopted a Shareholder Rights Plan that
authorized the issuance of one right for each common share outstanding on May 22, 2002. Each Right
entitled the
holder to buy one one-hundredth of a share of Series A Participating preferred Stock at a
purchase price of $225 per one one-hundredth of a share or, in certain circumstances common shares
having a value of twice the purchase price. Each Right became exercisable only in certain
circumstances constituting a potential change of control on a basis considered inadequate by the
Board of Directors. The Rights were scheduled to expire August 5, 2007.
On August 3, 2007, Cooper Industries, Ltd. entered into an Amended and Restated Rights
Agreement (the Amended Rights Plan). The Amended Rights Plan extended the final expiration of
the Shareholder Rights Plan to August 1, 2017. In addition, the Amended Rights Plan increased the
exercise price of each full Right from $225 to $600 (equivalent to $300 for each one-half of a
Right, which was the fraction of a Right that was associated with each Class A common share of
Cooper Industries, Ltd. following the two-for-one stock split effective March 2007); eliminated a
ten-day window to redeem the Rights after a person has become an Acquiring Person (as defined in
the Amended Rights Plan); added a provision that allows the Board of Directors to exchange the
outstanding and exercisable Rights for additional common shares (or, in certain situations, a
number of Series A Participating Preferred Shares) at the rate of one common share per Right, at
anytime after a person becomes an Acquiring Person, and added a provision clarifying that Cooper
is allowed to lower the acquiror ownership threshold at which dilution is triggered to no less than
10% at anytime prior to the time any person becomes an Acquiring Person.
In connection with the Irish reincorporation, Cooper Industries plc and Cooper Industries,
Ltd. entered into a Second Amended and Restated Rights Agreement dated as of September 8, 2009 (the
Second Amended Rights Plan). The Second Amended Rights Plan further amends and restates the
Amended Rights Plan. Pursuant to the Second Amended Rights Plan, the preferred share purchase
rights associated with the Cooper Industries, Ltd. Class A common shares were replaced with newly
issued preferred share purchase rights associated with the Cooper Industries plc common shares.
The terms of the Second Amended Rights Plan are substantially similar to that of the Amended Rights
Plan.
On February 15, 2010, Coopers Board of Directors increased the annual dividend rate of
Coopers common stock by $.08 per share to $1.08. On February 12, 2008, Coopers Board of
Directors increased the annual dividend rate of Coopers common stock by $.16 per share to $1.00.
On February 14, 2007, Coopers Board of Directors increased the annual dividend rate of Coopers
common stock by $.10 per share to $.84.
NOTE 11: STOCK-BASED COMPENSATION
Cooper has a share-based compensation plan known as the Amended and Restated Stock Incentive
Plan (the Plan). The Plan provides for the granting of stock options, performance-based share
awards and restricted stock units. The Plan was updated in April 2008 to increase the number of
authorized shares available under the Plan by 7 million, to extend the term of the Plan from
November 7, 2010 to November 7, 2015 and for certain other matters. The Plan was updated in
September 2009 to replace Cooper Industries, Ltd. with Cooper Industries plc in connection with the
Reorganization transaction described in Note 1. Since the original Plans inception in 1996, the
aggregate number of shares authorized under the Plan is 41 million. As of December 31, 2009,
6,012,942 shares were available for future grants under the Plan. Of the total shares available
for future grants, 2,820,193 are available for grants of performance-based shares and restricted
stock units. Activity for each of these stock-incentive awards is discussed in more detail below.
Total compensation expense for all share-based compensation arrangements under the Plan was $26.3
million, $23.1 million and $39.0 million during the years ended December 31, 2009, 2008 and 2007,
respectively. The total income tax benefit recognized in the income statement for all share-based
compensation arrangements under the Plan was $9.5 million, $7.8 million and $13.6 million during
the years ended December 31, 2009, 2008 and 2007, respectively.
F-19
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Stock Options
Stock option awards are granted with an exercise price no less than the market price of
Coopers stock at the date of grant. Stock option awards generally vest over a three-year period
with one-third vesting in each successive year so that the option is fully exercisable after three
years and generally have seven-year contractual terms (ten-year contractual terms for awards
granted 2000-2002). Stock option awards provide
that, upon a change in control in Cooper (as defined in the Plan), all options will be
cancelled and Cooper will make a cash payment to the employee equal to the difference in the fair
market value of Cooper common shares (or the highest price actually paid for the stock in
connection with the change in control, if higher) and the option price.
The fair value of each stock option award is estimated on the date of grant using the
Black-Scholes-Merton option valuation model using the assumptions noted in the following table.
Expected volatility is based on implied volatilities from traded options on Cooper stock,
historical volatility of Cooper stock, and other factors. Cooper believes that the resulting
blended volatility represents a more accurate estimate of potential fluctuations in Cooper stock.
Cooper uses historical data to estimate employee termination experience. The expected term of
options granted is determined based on historical exercise behavior. The risk-free interest rate
for periods within the contractual life of the option is based on the U.S. Treasury yield curve in
effect at the time of grant.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
2008 |
|
2007 |
Expected volatility |
|
|
35.79 |
% |
|
|
23.75 |
% |
|
|
19.0 |
% |
Expected dividends |
|
|
3.46 |
% |
|
|
2.26 |
% |
|
|
1.8 |
% |
Expected term (in years) |
|
|
4.5 |
|
|
|
4.5 |
|
|
|
4.5 |
|
Risk-free interest rate |
|
|
2.0 |
% |
|
|
2.6 |
% |
|
|
4.6 |
% |
A summary of option activity under the Plan as of December 31, 2009, and changes during the
year then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Average |
|
|
Aggregate |
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
Intrinsic |
|
|
|
|
|
|
|
Exercise |
|
|
Contractual |
|
|
Value |
|
Options |
|
Shares |
|
|
Price |
|
|
Term |
|
|
(in millions) |
|
Outstanding at January 1, 2009 |
|
|
7,649,340 |
|
|
$ |
37.41 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
2,425,725 |
|
|
$ |
28.95 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(856,940 |
) |
|
$ |
23.80 |
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
(455,531 |
) |
|
$ |
40.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2009 |
|
|
8,762,594 |
|
|
$ |
36.23 |
|
|
|
4.2 |
|
|
$ |
65.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at
December 31, 2009 |
|
|
8,475,645 |
|
|
$ |
36.54 |
|
|
|
3.3 |
|
|
$ |
61.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2009 |
|
|
4,790,176 |
|
|
$ |
37.00 |
|
|
|
3.0 |
|
|
$ |
32.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant date fair values of options granted during the years ended
December 31, 2009, 2008 and 2007 were $6.75, $8.19 and $9.50, respectively. The total intrinsic
value of options exercised during the years ended December 31, 2009, 2008 and 2007 was $13.2
million, $12.7 million and $75.8 million, respectively. Total stock options granted were 2,425,725
shares in 2009, 1,973,850 shares in 2008 and 1,745,700 shares in 2007.
As of December 31, 2009, total unrecognized compensation expense related to nonvested stock
options was $15.6 million. This expense is expected to be recognized over a weighted-average
period of 1.7 years. The total fair value of stock options vested during the years ended December
31, 2009, 2008 and 2007 was $13.0 million, $13.1 million and $12.5 million, respectively.
F-20
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Performance-Based Shares and Restricted Stock Units
Under the Plan, Cooper grants certain executives and other key employees performance-based
share awards with vesting contingent upon meeting Company-wide performance goals generally over a
multi-year performance period. In order to earn the performance shares, participants also are
required to remain actively employed by Cooper for the performance period. For performance-based
awards granted during 2007 and 2008, performance goals are tied to cumulative compound growth in
earnings per share over a defined three-year performance period. Awards under the
performance-based component of the Plan are typically arranged in levels, with increasing numbers
of shares earned as higher levels of growth are achieved. For performance-based awards granted
during 2009, performance goals are tied to achieving a net debt to EBITDA (earnings before
interest, taxes, depreciation and amortization) ratio in 2009 with vesting occurring over a
three-year period. Under the Plan, Cooper also awards grants of restricted stock units to certain
executives and other key employees in order to provide financial incentive to remain in the employ
of Cooper, thereby enhancing management continuity. Cooper may also utilize restricted stock units
for new executives and other key employees to replace equity compensation forfeited upon
resignation from their former employer. Restricted stock units vest pursuant to time-based service
conditions.
The fair value of each performance-based share and restricted stock unit was calculated at the
market price on the date of grant. If goal-level assumptions are not met, compensation expense is
adjusted and previously recognized compensation expense is reversed. During 2007 and through the
third quarter of 2008, performance goals for performance awards granted in 2007 and 2008 were
assumed to be achieved at the maximum level. In the fourth quarter of 2008, Cooper revised its
assumption to lower the performance goals assumed to be achieved to below the maximum level for
these awards. The revised achievement levels assumed for the 2007 and 2008 performance award
grants considers the past performance and current expectations of future performance in the
respective three year performance period. As a result of lowering the performance goals assumed to
be achieved, Cooper adjusted previously recognized stock compensation expense by reducing expense
in the fourth quarter of 2008 by $11.3 million. Performance goals for performance awards granted
in 2009 are assumed to be achieved at the maximum level. Upon distribution of performance-based
shares, Cooper also pays the recipient cash equal to the aggregate amount of cash dividends that
the recipient would have received had they been the owner of record from the date of grant.
Dividends on restricted stock units are payable on the dividend payment date or on the date when
restrictions lapse, depending upon the specific award. For performance-based share and restricted
stock unit awards, upon a change in control in Cooper (as defined in the Plan), all restrictions on
those awards will lapse and shares shall be issued as otherwise provided in the Plan.
A summary of the status of Coopers nonvested performance-based shares as of December 31, 2009
and changes during the year then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
|
|
|
Grant-Date |
Nonvested Performance-Based Shares |
|
Shares |
|
Fair Value |
Nonvested at January 1, 2009 |
|
|
1,460,400 |
|
|
$ |
43.84 |
|
Granted |
|
|
370,560 |
|
|
$ |
28.89 |
|
Vested |
|
|
(423,440 |
) |
|
$ |
41.49 |
|
Forfeited |
|
|
(66,710 |
) |
|
$ |
42.71 |
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2009 |
|
|
1,340,810 |
|
|
$ |
40.48 |
|
|
|
|
|
|
|
|
|
|
The weighted-average grant-date fair value of performance-based shares granted during the
years ended December 31, 2009, 2008 and 2007 was $28.89, $43.87 and $46.01, respectively. The
total intrinsic value of performance-based shares granted during the years ended December 31, 2009,
2008 and 2007 was $15.8 million, $17.5 million and $29.4 million, respectively. Total
performance-based shares vested in 2009 were 423,440 compared to 472,734 performance-based shares
that vested in 2008.
F-21
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
As of December 31, 2009, total unrecognized compensation expense related to nonvested
performance-based shares was $7.1 million. This expense is expected to be recognized over a
weighted-average period of 2.0 years. The total fair value of performance-based shares vested during
the year ended December 31, 2009 and 2008 was $17.6 million and $16.5 million, respectively.
A summary of the status of Coopers nonvested restricted stock units as of December 31, 2009,
and changes during the year then ended is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
|
|
|
Grant-Date |
Nonvested Restricted Stock Units |
|
Shares |
|
Fair Value |
Nonvested at January 1, 2009 |
|
|
506,100 |
|
|
$ |
42.86 |
|
Granted |
|
|
75,200 |
|
|
$ |
30.53 |
|
Vested |
|
|
(54,574 |
) |
|
$ |
42.68 |
|
Forfeited |
|
|
(48,975 |
) |
|
$ |
43.43 |
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31, 2009 |
|
|
477,751 |
|
|
$ |
40.88 |
|
|
|
|
|
|
|
|
|
|
The weighted-average grant-date fair value of restricted stock units granted during the
years ended December 31, 2009, 2008 and 2007 was $30.53, $41.74 and $46.78, respectively. Total
restricted stock units granted were 75,200 in 2009, 146,650 in 2008 and 282,900 in 2007. The total
intrinsic value of restricted stock units granted during the years ended December 31, 2009, 2008
and 2007 was $3.2 million, $4.3 million and $15.0 million, respectively.
As of December 31, 2009, total unrecognized compensation expense related to nonvested
restricted stock unit compensation arrangements was $8.7 million. This expense is expected to be
recognized over a weighted-average period of 2.9 years. The total fair value of restricted stock
units vested during the years ended December 31, 2009, 2008 and 2007 was $2.3 million, $2.3 million
and $1.9 million, respectively.
Cash received from stock option exercises during the years ended December 31, 2009, 2008 and
2007 was $20.1 million, $17.1 million and $68.3 million, respectively. The actual tax benefit
realized for the tax deductions from option exercises totaled $9.7 million, $12.8 million and $36.4
million during the years ended December 31, 2009, 2008 and 2007, respectively. Cash used to settle
equity instruments granted under all share-based payment arrangements during the years ended
December 31, 2009, 2008 and 2007 was immaterial in all periods.
Under Board of Director authorization, Cooper has a practice of repurchasing shares on the
open market to satisfy shares issued for option exercises and share awards and expects to
repurchase approximately 2.5 million shares during 2010, based on estimates of option exercises and
share awards vesting for the year.
F-22
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 12: ACCUMULATED OTHER NONOWNER CHANGES IN EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and |
|
|
|
|
|
|
Cumulative |
|
|
|
|
|
|
Postretirement |
|
|
Derivative |
|
|
Translation |
|
|
|
|
|
|
Benefit Plans |
|
|
Instruments |
|
|
Adjustment |
|
|
Total |
|
|
|
(in millions) |
|
Balance December 31, 2006 |
|
$ |
(86.9 |
) |
|
$ |
8.6 |
|
|
$ |
(50.1 |
) |
|
$ |
(128.4 |
) |
Current year activity |
|
|
9.7 |
|
|
|
17.7 |
|
|
|
20.3 |
|
|
|
47.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2007 |
|
|
(77.2 |
) |
|
|
26.3 |
|
|
|
(29.8 |
) |
|
|
(80.7 |
) |
Current year activity |
|
|
(88.6 |
) |
|
|
(24.4 |
) |
|
|
(136.0 |
) |
|
|
(249.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2008 |
|
|
(165.8 |
) |
|
|
1.9 |
|
|
|
(165.8 |
) |
|
|
(329.7 |
) |
Current year activity |
|
|
(11.8 |
) |
|
|
11.2 |
|
|
|
50.3 |
|
|
|
49.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2009 |
|
$ |
(177.6 |
) |
|
$ |
13.1 |
|
|
$ |
(115.5 |
) |
|
$ |
(280.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
Before |
|
|
Tax |
|
|
|
|
|
|
Before |
|
|
Tax |
|
|
|
|
|
|
Before |
|
|
Tax |
|
|
|
|
|
|
Tax |
|
|
(Expense) |
|
|
Net |
|
|
Tax |
|
|
(Expense) |
|
|
Net |
|
|
Tax |
|
|
(Expense) |
|
|
Net |
|
|
|
Amount |
|
|
Benefit |
|
|
Amount |
|
|
Amount |
|
|
Benefit |
|
|
Amount |
|
|
Amount |
|
|
Benefit |
|
|
Amount |
|
|
|
(in millions) |
|
Pension and postretirement
benefit plans |
|
$ |
(15.7 |
) |
|
$ |
3.9 |
|
|
$ |
(11.8 |
) |
|
$ |
(143.9 |
) |
|
$ |
55.3 |
|
|
$ |
(88.6 |
) |
|
$ |
14.9 |
|
|
$ |
(5.2 |
) |
|
$ |
9.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of
derivatives |
|
|
1.5 |
|
|
|
(0.5 |
) |
|
|
1.0 |
|
|
|
(33.2 |
) |
|
|
13.3 |
|
|
|
(19.9 |
) |
|
|
29.9 |
|
|
|
(12.0 |
) |
|
|
17.9 |
|
Reclassification to
earnings |
|
|
16.6 |
|
|
|
(6.4 |
) |
|
|
10.2 |
|
|
|
(7.5 |
) |
|
|
3.0 |
|
|
|
(4.5 |
) |
|
|
(0.4 |
) |
|
|
0.2 |
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.1 |
|
|
|
(6.9 |
) |
|
|
11.2 |
|
|
|
(40.7 |
) |
|
|
16.3 |
|
|
|
(24.4 |
) |
|
|
29.5 |
|
|
|
(11.8 |
) |
|
|
17.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
77.3 |
|
|
|
(27.0 |
) |
|
|
50.3 |
|
|
|
(209.2 |
) |
|
|
73.2 |
|
|
|
(136.0 |
) |
|
|
31.3 |
|
|
|
(11.0 |
) |
|
|
20.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other nonowner
changes in equity |
|
$ |
79.7 |
|
|
$ |
(30.0 |
) |
|
$ |
49.7 |
|
|
$ |
(393.8 |
) |
|
$ |
144.8 |
|
|
$ |
(249.0 |
) |
|
$ |
75.7 |
|
|
$ |
(28.0 |
) |
|
$ |
47.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 13: INCOME TAXES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
(in millions) |
|
Components of income from continuing operations
before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. operations |
|
$ |
62.1 |
|
|
$ |
325.3 |
|
|
$ |
317.3 |
|
Non-U.S. operations |
|
|
420.6 |
|
|
|
481.9 |
|
|
|
508.9 |
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before
income taxes |
|
$ |
482.7 |
|
|
$ |
807.2 |
|
|
$ |
826.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of income tax expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Federal |
|
$ |
14.3 |
|
|
$ |
75.6 |
|
|
$ |
17.3 |
|
U.S. state and local |
|
|
(3.9 |
) |
|
|
11.7 |
|
|
|
10.1 |
|
Non-U.S |
|
|
50.6 |
|
|
|
78.3 |
|
|
|
94.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61.0 |
|
|
|
165.6 |
|
|
|
121.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Federal |
|
|
22.3 |
|
|
|
11.8 |
|
|
|
10.7 |
|
U.S. state and local |
|
|
(9.8 |
) |
|
|
4.9 |
|
|
|
8.7 |
|
Non-U.S |
|
|
(4.4 |
) |
|
|
9.3 |
|
|
|
(7.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
8.1 |
|
|
|
26.0 |
|
|
|
12.4 |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
$ |
69.1 |
|
|
$ |
191.6 |
|
|
$ |
133.9 |
|
|
|
|
|
|
|
|
|
|
|
Total income taxes paid |
|
$ |
169.2 |
|
|
$ |
190.3 |
|
|
$ |
158.4 |
|
|
|
|
|
|
|
|
|
|
|
F-23
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
Effective tax rate reconciliation: |
|
|
|
|
|
|
|
|
|
|
|
|
Statutory rate (1) |
|
|
25.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
U.S. Federal, State and local income taxes (2) |
|
|
1.9 |
|
|
|
1.8 |
|
|
|
2.0 |
|
Non-U.S. operations |
|
|
(9.8 |
) |
|
|
(10.0 |
) |
|
|
(8.3 |
) |
Extraterritorial income exclusion |
|
|
|
|
|
|
|
|
|
|
(1.9 |
) |
Audit settlements / statute expirations |
|
|
(0.8 |
) |
|
|
(2.0 |
) |
|
|
(8.8 |
) |
Other |
|
|
(2.0 |
) |
|
|
(1.1 |
) |
|
|
(1.8 |
) |
|
|
|
|
|
|
|
|
|
|
Effective tax rate attributable to continuing
operations |
|
|
14.3 |
% |
|
|
23.7 |
% |
|
|
16.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Statutory rate reflects the U.S. Federal statutory rate of 35% in 2008
and 2007. As a result of Cooper becoming an Irish tax resident in late 2008, the Irish
statutory rate of 25% is used beginning in 2009. |
|
(2) |
|
For 2009, includes impact of U.S. federal, State and local income taxes. For
2008 and 2007, only includes impact of U.S. State and local income taxes. |
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
Components of deferred tax assets and liabilities: |
|
|
|
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Postretirement and other employee welfare benefits |
|
$ |
36.4 |
|
|
$ |
30.6 |
|
Inventories |
|
|
3.5 |
|
|
|
0.9 |
|
Accrued liabilities |
|
|
404.8 |
|
|
|
418.9 |
|
Pension plans |
|
|
36.0 |
|
|
|
43.5 |
|
Net operating loss carryforward |
|
|
1,282.6 |
|
|
|
13.7 |
|
Other |
|
|
53.1 |
|
|
|
94.7 |
|
|
|
|
|
|
|
|
Gross deferred tax assets |
|
|
1,816.4 |
|
|
|
602.3 |
|
Valuation allowance |
|
|
(1,293.2 |
) |
|
|
(36.3 |
) |
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
523.2 |
|
|
|
566.0 |
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Property, plant and equipment and intangibles |
|
|
(257.7 |
) |
|
|
(281.8 |
) |
Other |
|
|
(125.7 |
) |
|
|
(99.0 |
) |
Total deferred tax liabilities |
|
|
(383.4 |
) |
|
|
(380.8 |
) |
|
|
|
|
|
|
|
Net deferred tax asset |
|
$ |
139.8 |
|
|
$ |
185.2 |
|
|
|
|
|
|
|
|
F-24
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
Net deferred tax assets recognized in the balance sheet consist of: |
|
|
|
|
|
|
|
|
Net current deferred tax assets |
|
$ |
90.5 |
|
|
$ |
104.9 |
|
Net noncurrent deferred tax assets |
|
|
49.3 |
|
|
|
80.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
139.8 |
|
|
$ |
185.2 |
|
|
|
|
|
|
|
|
Generally, Cooper provides United States income tax that would be imposed on the repatriation
of the earnings of its non-U.S. operations owned by a U.S. company. However, as of December 31,
2009 and 2008, United States income taxes have not been provided on approximately $20 million and
$112 million, respectively, of undistributed non-U.S. earnings that are expected to be permanently
reinvested outside the United States.
The effective tax rate for 2009 was 14.3% compared to 23.7% for 2008. Cooper reduced income
tax expense by $12.7 million and $23.2 million during 2009 and 2008, respectively, for discrete tax
items primarily related to statute expirations, tax settlements and other discrete items.
Excluding the discrete tax items, Coopers effective tax rate for 2009 and 2008 was 17.0% and
26.6%, respectively. The decrease in Coopers 2009 effective tax rate compared to 2008, excluding
the discrete tax items, is primarily related to the decrease in 2009 earnings without a
corresponding decrease in projected tax benefits.
In June 2009, the Internal Revenue Service (IRS) completed its examination of Coopers 2007
Federal Tax Return and issued a notice of assessment in the amount of $16 million. The IRS
challenged Coopers intercompany pricing with a foreign affiliate. On July 15, 2009, Cooper filed
its protest for this assessment and continues to work with the IRS to resolve this matter. While
the outcome of the proceedings with the IRS cannot be predicted with certainty, management believes
that it is more likely than not that its tax position will prevail.
During the second quarter of 2008, the IRS completed its examination of Coopers 2005 and 2006
Federal income tax returns, which had no material impact on Coopers financial statements. During
the fourth quarter of 2008, Cooper increased state deferred tax assets to reflect certain changes
in the effective state tax rates with a corresponding increase to the state tax valuation
allowance.
In June 2008, the German Tax Authorities issued a proposed audit finding related to a 2004
reorganization that was treated as a non-taxable event. In December 2009, at Coopers request, the
German taxing authorities finalized and issued a notice of assessment
for 62.8 million, inclusive
of 5.7 million of interest, related to this matter. In order for Cooper to continue to challenge
the German tax authorities finding, Cooper paid the assessment in December 2009 for approximately
$90 million and filed a suit to challenge the notice of assessment. Cooper continues to believe
that the reorganization was properly reflected on its German income tax returns in accordance with
applicable tax laws and regulations in effect during the period involved and will challenge the
assessment vigorously. While the outcome of the proceedings with the German Tax Authorities cannot
be predicted with certainty, management believes that it is more likely than not that its tax
position related to the 2004 reorganization will prevail. As such, Cooper has recognized the tax
payment, including interest, in other noncurrent assets in its December 31, 2009 balance sheet. The
German tax payment will be available for credit in the United States, plus accrued interest.
Cooper is under examination by various United States State and Local taxing authorities, as
well as various taxing authorities in other countries. Cooper is no longer subject to U.S. Federal
income tax examinations by tax authorities for years prior to 2007, and with few exceptions, Cooper
is no longer subject to State and Local, or non-U.S. income tax examinations by tax authorities for
years before 2000. Cooper
F-25
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
fully cooperates with all audits, but defends existing positions
vigorously. These audits are in various stages of completion. To provide for potential tax
exposures, Cooper maintains a liability for unrecognized tax benefits, which management believes is
adequate. The results of future audit assessments, if any, could have a material effect on
Coopers cash flows as these audits are completed.
Cooper and its subsidiaries have both non-U.S. and United States State operating losses
available to carry forward to future tax years. These losses generally have a carry forward period
of either 15 or 20 years from the date created, except as discussed below. If unused, the losses
are set to expire throughout the period 2010 to 2027, with the most significant portion of these
losses expiring during the period 2018 through 2022.
At December 31, 2009, Cooper has a foreign deferred tax asset of approximately $1.3 billion
relating to a net operating loss carryforward that was approved by a foreign jurisdiction in
September 2009. While this net operating loss carryforward has an indefinite life, a valuation
allowance of approximately $1.3 billion was recognized because management believes at this time it
is more likely than not that the deferred tax asset will not be realized.
Cooper has unrecognized tax benefits of $35.0 million and $34.5 million at December 31, 2009
and 2008, respectively. A reconciliation of the beginning and ending amount of unrecognized tax
benefits is as follows:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
Balance at January 1 |
|
$ |
34.5 |
|
|
$ |
57.3 |
|
Additions for tax positions of the current year |
|
|
5.6 |
|
|
|
1.1 |
|
Increase (decrease) in tax positions for prior years |
|
|
5.2 |
|
|
|
(6.7 |
) |
Reduction in tax positions for statute expirations |
|
|
(5.3 |
) |
|
|
(15.1 |
) |
Reduction in tax positions for audit settlements |
|
|
(5.0 |
) |
|
|
(2.1 |
) |
|
|
|
|
|
|
|
Balance at December 31 |
|
$ |
35.0 |
|
|
$ |
34.5 |
|
|
|
|
|
|
|
|
Approximately $38.6 million of unrecognized tax benefits, if recognized, would favorably
impact the effective tax rate. Cooper believes it is reasonably possible that additional tax
benefits in the range of approximately $2.0 to $6.0 million could be recognized during the next 12
months as audits close and statutes expire.
Cooper recognizes interest and penalties accrued related to unrecognized tax benefits in
income tax expense. During the years ended December 31, 2009 and 2008, Cooper recognized a net
reduction to income tax expense of $1.1 million and $0.9 million in interest and penalties,
respectively. Cooper had $9.5 million and $10.6 million in interest and penalties accrued at
December 31, 2009 and 2008, respectively.
NOTE 14: PENSION AND OTHER POSTRETIREMENT BENEFITS
Cooper and its subsidiaries have numerous defined benefit pension plans and other
postretirement benefit plans. The vast majority of Coopers defined benefit pension plans no longer
provide future benefit accruals. Cooper recognized a curtailment loss in the third quarter of 2008
as a result of ceasing future benefit accruals for two defined benefit plans in the United Kingdom.
The benefits provided under Coopers various postretirement benefit plans other than pensions, all
of which are unfunded, include retiree medical care, dental care, prescriptions and life insurance,
with medical care accounting for approximately 85% of the total. Current employees, unless
grandfathered under plans assumed in acquisitions, are not provided postretirement benefits other
than pensions. The vast majority of the annual other postretirement benefit expense is related to
employees who are already retired. The measurement date for all plan disclosures is December 31.
F-26
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
Pension Benefits |
|
|
Postretirement Benefits |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
Change in benefit obligation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at January 1 |
|
$ |
696.1 |
|
|
$ |
738.8 |
|
|
$ |
82.1 |
|
|
$ |
93.1 |
|
Service cost |
|
|
3.4 |
|
|
|
4.3 |
|
|
|
|
|
|
|
|
|
Interest cost |
|
|
42.0 |
|
|
|
43.9 |
|
|
|
4.8 |
|
|
|
5.2 |
|
Benefit payments |
|
|
(55.9 |
) |
|
|
(55.2 |
) |
|
|
(8.2 |
) |
|
|
(8.4 |
) |
Actuarial (gain) loss |
|
|
45.3 |
|
|
|
(47.2 |
) |
|
|
12.2 |
|
|
|
(7.8 |
) |
Exchange rate changes |
|
|
11.8 |
|
|
|
(35.5 |
) |
|
|
|
|
|
|
|
|
Curtailment |
|
|
|
|
|
|
(4.1 |
) |
|
|
|
|
|
|
|
|
Acquisitions |
|
|
|
|
|
|
49.7 |
|
|
|
|
|
|
|
|
|
Other |
|
|
3.3 |
|
|
|
1.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at December 31 |
|
|
746.0 |
|
|
|
696.1 |
|
|
|
90.9 |
|
|
|
82.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at January 1 |
|
|
510.6 |
|
|
|
651.6 |
|
|
|
|
|
|
|
|
|
Actual return on plan assets |
|
|
68.2 |
|
|
|
(162.2 |
) |
|
|
|
|
|
|
|
|
Employer contributions |
|
|
31.8 |
|
|
|
64.8 |
|
|
|
8.2 |
|
|
|
8.4 |
|
Benefit payments |
|
|
(52.2 |
) |
|
|
(51.5 |
) |
|
|
(8.2 |
) |
|
|
(8.4 |
) |
Exchange rate changes |
|
|
9.5 |
|
|
|
(31.3 |
) |
|
|
|
|
|
|
|
|
Acquisitions |
|
|
|
|
|
|
38.0 |
|
|
|
|
|
|
|
|
|
Other |
|
|
2.8 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at December 31 |
|
|
570.7 |
|
|
|
510.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized (funded status) |
|
$ |
(175.3 |
) |
|
$ |
(185.5 |
) |
|
$ |
(90.9 |
) |
|
$ |
(82.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
Pension Benefits |
|
|
Postretirement Benefits |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
Assets and liabilities recognized in the balance sheet
consist of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent assets |
|
$ |
3.0 |
|
|
$ |
7.0 |
|
|
$ |
|
|
|
$ |
|
|
Accrued liabilities |
|
|
(7.7 |
) |
|
|
(7.4 |
) |
|
|
(11.1 |
) |
|
|
(10.9 |
) |
Long-term liabilities |
|
|
(170.6 |
) |
|
|
(185.1 |
) |
|
|
(79.8 |
) |
|
|
(71.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(175.3 |
) |
|
$ |
(185.5 |
) |
|
$ |
(90.9 |
) |
|
$ |
(82.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
F-27
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
Pension Benefits |
|
|
Postretirement Benefits |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
Amounts recognized in accumulated other
nonowner changes in equity consist of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial (gain) loss |
|
$ |
337.9 |
|
|
$ |
342.7 |
|
|
$ |
(25.2 |
) |
|
$ |
(40.6 |
) |
Prior service cost |
|
|
(15.2 |
) |
|
|
(17.8 |
) |
|
|
(11.5 |
) |
|
|
(13.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
322.7 |
|
|
$ |
324.9 |
|
|
$ |
(36.7 |
) |
|
$ |
(54.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The funded status of defined benefit pension plans segregated between plans with plan assets
(Funded Plans) and without plan assets (Unfunded Plans) consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
Funded |
|
|
Unfunded |
|
|
Funded |
|
|
Unfunded |
|
|
|
Plans |
|
|
Plans |
|
|
Plans |
|
|
Plans |
|
|
|
(in millions) |
|
Accumulated benefit obligation |
|
$ |
620.3 |
|
|
$ |
115.0 |
|
|
$ |
579.3 |
|
|
$ |
108.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation |
|
$ |
627.1 |
|
|
$ |
118.9 |
|
|
$ |
583.7 |
|
|
$ |
112.4 |
|
Fair value of plan assets |
|
|
570.7 |
|
|
|
|
|
|
|
510.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized (funded status) |
|
$ |
(56.4 |
) |
|
$ |
(118.9 |
) |
|
$ |
(73.1 |
) |
|
$ |
(112.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Funded |
|
|
91.0 |
% |
|
|
|
|
|
|
87.5 |
% |
|
|
|
|
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets
of defined benefit pension plans with accumulated benefit obligations in excess of plan assets were
$689.0 million, $678.2 million and $510.8 million, respectively as of December 31, 2009 and $649.7
million, $641.5 million and $457.1 million, respectively at December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
Other Postretirement Benefits |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
(in millions) |
|
Components of net periodic benefit cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
3.4 |
|
|
$ |
4.3 |
|
|
$ |
4.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
0.1 |
|
Interest cost |
|
|
42.0 |
|
|
|
43.9 |
|
|
|
41.4 |
|
|
|
4.8 |
|
|
|
5.2 |
|
|
|
5.2 |
|
Expected return on plan assets |
|
|
(39.3 |
) |
|
|
(51.6 |
) |
|
|
(51.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost |
|
|
(2.6 |
) |
|
|
(2.5 |
) |
|
|
(2.1 |
) |
|
|
(2.0 |
) |
|
|
(2.0 |
) |
|
|
(2.0 |
) |
Recognized actuarial (gain) loss |
|
|
22.6 |
|
|
|
9.7 |
|
|
|
10.9 |
|
|
|
(3.2 |
) |
|
|
(2.5 |
) |
|
|
(2.6 |
) |
Settlement loss |
|
|
|
|
|
|
0.1 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Curtailment loss |
|
|
|
|
|
|
3.7 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
26.1 |
|
|
$ |
7.6 |
|
|
$ |
3.9 |
|
|
$ |
(0.4 |
) |
|
$ |
0.7 |
|
|
$ |
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost in 2010 is expected to be $19.0 million for pension benefits
and $0.7 million for other postretirement benefits. The estimated net loss and prior service cost
credit for the defined benefit pension plans that will be amortized from accumulated other nonowner
changes in equity into net periodic benefit cost over the next fiscal year are $21.5 million and
$(2.6) million, respectively. The estimated net gain and prior service credit for the other
postretirement plans that will be amortized from
F-28
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
accumulated other nonowner changes in equity into net periodic benefit cost over the next
fiscal year are $(2.0) million and $(2.0) million, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Pension Benefits |
|
Postretirement Benefits |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
Weighted average assumptions
used to determine benefit
obligations as of December
31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
5.50% - 5.75 |
% |
|
|
6.00% - 6.25 |
% |
|
|
5.50 |
% |
|
|
6.25 |
% |
Rate of compensation increase |
|
|
2.75% - 3.50 |
% |
|
|
2.75% - 3.50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Pension Benefits |
|
Postretirement Benefits |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
Weighted average assumptions
used to determine net costs
for the years ended December
31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
6.00% - 6.25 |
% |
|
|
5.40% - 6.00 |
% |
|
|
6.25 |
% |
|
|
6.00 |
% |
Expected return on plan assets |
|
|
6.00% - 8.25 |
% |
|
|
6.00% - 8.25 |
% |
|
|
|
|
|
|
|
|
Rate of compensation increase |
|
|
2.75% - 3.50 |
% |
|
|
2.75% - 3.50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
2008 |
Assumed healthcare cost trend rates: |
|
|
|
|
|
|
|
|
Healthcare cost trend rate assumed for next year |
|
|
9.00 |
% |
|
|
9.00 |
% |
Rate to which trend rate is assumed to decline (ultimate trend rate). |
|
|
5.00 |
% |
|
|
5.00 |
% |
Year that rate reaches ultimate trend rate |
|
|
2013 |
|
|
|
2012 |
|
|
|
|
|
|
|
|
|
|
|
|
1-Percentage- |
|
1-Percentage- |
|
|
Point Increase |
|
Point Decrease |
|
|
(in millions) |
A one-percentage-point change in the assumed health care cost
trend rate would have the following effects: |
|
|
|
|
|
|
|
|
Effect on total of service and interest cost components |
|
$ |
0.3 |
|
|
$ |
(0.2 |
) |
Effect on the postretirement benefit obligation |
|
$ |
4.7 |
|
|
$ |
(4.2 |
) |
Coopers overall pension investment strategy is to maximize the total rate of return
(income and appreciation) after inflation, within the limits of prudent risk taking and the Prudent
Man Rule of ERISA. The investments of the various pension plans shall be adequately diversified
across asset classes to achieve an optimal balance between risk and return and between income and
growth of assets through capital appreciation. Pension assets will be structured to
consider growth objectives, funded status, liability duration and short-term
liquidity requirements. Overall, Coopers pension plans target an asset allocation mix of
approximately 65% in equity portfolios which are invested primarily in index funds expected to
mirror broad market returns for equity securities or in assets with characteristics similar to
equity investments. The remaining assets in the portfolio are primarily invested in corporate and
government bond index funds with maturities similar to the duration of the pension liability.
Coopers overall expected long-term rate of return on assets assumption is based upon (i) a
long-term expected inflation rate, (ii) long-term expected stock and bond market risk premiums over
the expected inflation rate and (iii) a target allocation of equity and fixed income securities
that will generate the overall expected long-term rate of return.
F-29
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The fair value measurements of Coopers pension assets at December 31, 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted |
|
|
|
|
|
|
|
|
Prices in |
|
|
|
|
|
|
|
|
Active |
|
|
|
|
|
|
|
|
Markets for |
|
Significant |
|
Significant |
|
|
|
|
Identical |
|
Observable |
|
Unobservable |
|
|
|
|
Assets |
|
Inputs |
|
Inputs |
|
|
Asset Category |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
|
Total |
|
|
(in millions) |
Cash and cash equivalents |
|
$ |
15.2 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
15.2 |
|
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. large-cap (a) |
|
|
|
|
|
|
123.2 |
|
|
|
|
|
|
|
123.2 |
|
U.S. mid-cap (b) |
|
|
|
|
|
|
50.7 |
|
|
|
|
|
|
|
50.7 |
|
U.S. small-cap |
|
|
|
|
|
|
27.9 |
|
|
|
|
|
|
|
27.9 |
|
International (C) |
|
|
|
|
|
|
91.1 |
|
|
|
|
|
|
|
91.1 |
|
Fixed income securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. corporate(d) |
|
|
|
|
|
|
111.2 |
|
|
|
|
|
|
|
111.2 |
|
U.S. Treasuries |
|
|
|
|
|
|
22.4 |
|
|
|
|
|
|
|
22.4 |
|
U.K. Gilts |
|
|
|
|
|
|
33.6 |
|
|
|
|
|
|
|
33.6 |
|
Asset backed securities |
|
|
|
|
|
|
12.9 |
|
|
|
|
|
|
|
12.9 |
|
International corporate bonds |
|
|
|
|
|
|
9.2 |
|
|
|
|
|
|
|
9.2 |
|
Other types of investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enhanced equity index (e) |
|
|
|
|
|
|
|
|
|
|
47.4 |
|
|
|
47.4 |
|
Enhanced bond index (f) |
|
|
|
|
|
|
|
|
|
|
22.0 |
|
|
|
22.0 |
|
Real estate (g) |
|
|
|
|
|
|
|
|
|
|
3.9 |
|
|
|
3.9 |
|
|
|
|
Total |
|
$ |
15.2 |
|
|
$ |
482.2 |
|
|
$ |
73.3 |
|
|
$ |
570.7 |
|
|
|
|
|
|
|
(a) |
|
Includes low-cost equity index fund not actively managed that tracks the S&P
500 Index. |
|
(b) |
|
Includes low-cost equity index fund not actively managed that tracks the S&P Mid
Cap 400 Index. |
|
(c) |
|
Includes funds that track the MSCI EAFE and FTSE All-Share Index. |
|
(d) |
|
Includes index funds comprised of high quality corporate bonds of intermediate
and long term durations. |
|
(e) |
|
Includes a strategy which employs equity derivatives and diversified
short-duration fixed income securities. |
|
(f) |
|
Includes a strategy which employs equity and equity derivatives along with
underlying U.S. Treasuries. |
|
(g) |
|
Includes investments in a diverse portfolio of UK commercial properties. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
Using Significant Unobservable Inputs (Level 3) |
|
|
Enhanced |
|
Enhanced |
|
|
|
|
|
|
Equity Index |
|
Bond Index |
|
Real Estate |
|
Total |
|
|
(in millions) |
Balance at December 31, 2008 |
|
$ |
46.0 |
|
|
$ |
47.8 |
|
|
$ |
3.2 |
|
|
$ |
97.0 |
|
Actual return on plan assets |
|
|
20.6 |
|
|
|
(22.0 |
) |
|
|
0.6 |
|
|
|
(0.8 |
) |
Purchases, sales and settlements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers in and/or out of Level 3 |
|
|
(19.2 |
) |
|
|
(3.8 |
) |
|
|
0.1 |
|
|
|
(22.9 |
) |
|
|
|
Balance at December 31, 2009 |
|
$ |
47.4 |
|
|
$ |
22.0 |
|
|
$ |
3.9 |
|
|
$ |
73.3 |
|
|
|
|
Estimated future benefit payments by Coopers defined benefit pension plans for the next
five fiscal years, and in the aggregate for the five fiscal years thereafter, are $53.5 million in
2010, $52.1 million in 2011, $53.5 million in 2012, $53.2 million in 2013, $54.3 million in 2014
and $265.7 million for 2015 through 2019.
F-30
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
During 2010, Cooper expects to pay in cash approximately $7.7 million for payment of
unfunded pension plan benefits and make approximately $2.7 million in employer contributions to
certain international funded defined benefit pension plans. Cooper does not expect to have any
minimum regulatory funding requirement for its domestic funded defined benefit pension plans in
2010. Other postretirement benefit plans are not subject to any minimum regulatory funding
requirements. Cooper funds these benefit payments as incurred. Cooper participates in two
multiple-employer benefit plans. Obligations under these plans are insignificant.
All full-time domestic employees, except for certain bargaining unit employees, are eligible
to participate in the Cooper Retirement Savings and Stock Ownership Plan (CO-SAV). Cooper makes
a cash contribution to the CO-SAV plan of 3% of annual compensation for eligible employees. Cooper
also matches employee contributions to the CO-SAV plan with Cooper common stock on a
dollar-for-dollar match up to 6% of employee compensation. Effective June 1, 2009, the common stock
match was reduced to 50% of each dollar of employee contributions up to 6% of employee
compensation.
Cooper recognized defined contribution expense from cash contributions to the CO-SAV plan of
$16.9 million, $16.4 million and $16.7 million in 2009, 2008 and 2007, respectively. Compensation
expense from the common stock matches for the CO-SAV plan was $20.2 million, $29.8 million and
$27.6 million in 2009, 2008 and 2007, respectively.
During 2009, 2008 and 2007, expense with respect to other defined contribution plans
(primarily related to various groups of hourly employees) totaled $10.0 million, $10.6 million and
$13.1 million, respectively.
NOTE 15: INDUSTRY SEGMENTS AND GEOGRAPHIC INFORMATION
Industry Segments
Coopers operations consist of two segments: Electrical Products and Tools. Markets for
Coopers products and services are worldwide, with the United States being the largest market.
The Electrical Products segment manufactures, markets and sells electrical and circuit
protection products, including fittings, support systems, enclosures, specialty connectors, wiring
devices, plugs, receptacles, lighting fixtures and controls, hazardous duty electrical equipment,
intrinsically safe explosion proof instrumentation, fuses, emergency lighting, fire detection and
mass notification systems and security products for use in residential, commercial and industrial
construction, maintenance and repair applications. The segment also manufactures, markets and
sells products for use by utilities and in industry for electrical power transmission and
distribution, including distribution switchgear, transformers, transformer terminations and
accessories, capacitors, voltage regulators, surge arresters, energy automation solutions and other
related power systems components.
The Tools segment manufactures, markets and sells hand tools for industrial, construction,
electronics and consumer markets; automated assembly systems for industrial markets and electric
and pneumatic industrial power tools, related electronics and software control and monitoring
systems for general industry, primarily automotive and aerospace manufacturers.
F-31
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The performance of businesses is evaluated at the segment level and resources are allocated
among the segments. The Cooper executive responsible for the segments further allocates resources
among the various division operating units that compose the segments and, in international markets,
determines the integration of product lines and operations across division operating units. The
accounting policies of the segments are the same as those described in the summary of significant
accounting policies in Note 1. Cooper manages cash, debt and income taxes centrally. Accordingly,
Cooper evaluates performance of its segments and operating units based on operating earnings
exclusive of financing activities and income taxes. The segments are managed separately because
they manufacture and distribute distinct products. Intersegment sales and related receivables for
each of the years presented were insignificant.
Financial information by industry segment was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
Operating Earnings |
|
|
Total Assets |
|
|
|
Year Ended December 31, |
|
|
Year Ended December 31, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
(in millions) |
|
Electrical Products |
|
$ |
4,511.9 |
|
|
$ |
5,755.7 |
|
|
$ |
5,108.4 |
|
|
$ |
638.2 |
|
|
$ |
930.3 |
|
|
$ |
848.2 |
|
|
$ |
4,392.8 |
|
|
$ |
4,626.8 |
|
|
$ |
4,492.6 |
|
Tools |
|
|
557.7 |
|
|
|
765.6 |
|
|
|
794.7 |
|
|
|
18.5 |
|
|
|
81.1 |
|
|
|
94.0 |
|
|
|
581.1 |
|
|
|
619.0 |
|
|
|
689.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total management reporting |
|
$ |
5,069.6 |
|
|
$ |
6,521.3 |
|
|
$ |
5,903.1 |
|
|
|
656.7 |
|
|
|
1,011.4 |
|
|
|
942.2 |
|
|
|
4,973.9 |
|
|
|
5,245.8 |
|
|
|
5,182.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and asset
impairment charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(29.9 |
) |
|
|
(52.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Corporate expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(82.7 |
) |
|
|
(81.4 |
) |
|
|
(98.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Income from Belden agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
544.1 |
|
|
|
877.6 |
|
|
|
877.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61.4 |
) |
|
|
(70.4 |
) |
|
|
(51.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated income from
continuing operations
before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
482.7 |
|
|
$ |
807.2 |
|
|
$ |
826.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,010.5 |
|
|
|
919.1 |
|
|
|
951.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,984.4 |
|
|
$ |
6,164.9 |
|
|
$ |
6,133.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electrical |
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
Products |
|
Tools |
|
Corporate |
|
Total |
|
|
|
|
|
|
(in millions) |
|
|
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
124.7 |
|
|
$ |
18.7 |
|
|
$ |
2.2 |
|
|
$ |
145.6 |
|
Capital expenditures |
|
|
99.3 |
|
|
|
8.7 |
|
|
|
18.7 |
|
|
|
126.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
121.0 |
|
|
$ |
20.0 |
|
|
$ |
2.1 |
|
|
$ |
143.1 |
|
Capital expenditures |
|
|
108.0 |
|
|
|
10.6 |
|
|
|
18.4 |
|
|
|
137.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
97.4 |
|
|
$ |
20.2 |
|
|
$ |
0.6 |
|
|
$ |
118.2 |
|
Capital expenditures |
|
|
78.1 |
|
|
|
10.0 |
|
|
|
27.4 |
|
|
|
115.5 |
|
Investment in
unconsolidated affiliates |
|
|
19.5 |
|
|
|
|
|
|
|
|
|
|
|
19.5 |
|
F-32
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Geographic Information
Revenues and long-lived assets by country are summarized below. Revenues are attributed to
geographic areas based on the location of the assets producing the revenues. Revenues are
generally denominated in the currency of the location of the assets producing the revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
Long-Lived Assets |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
United States |
|
$ |
3,456.5 |
|
|
$ |
4,480.6 |
|
|
$ |
4,212.7 |
|
|
$ |
464.1 |
|
|
$ |
472.2 |
|
|
$ |
509.3 |
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
239.7 |
|
|
|
322.8 |
|
|
|
296.1 |
|
|
|
41.0 |
|
|
|
40.6 |
|
|
|
42.8 |
|
United Kingdom |
|
|
290.2 |
|
|
|
403.8 |
|
|
|
368.4 |
|
|
|
78.5 |
|
|
|
80.1 |
|
|
|
48.6 |
|
Canada |
|
|
224.2 |
|
|
|
284.0 |
|
|
|
241.2 |
|
|
|
5.9 |
|
|
|
5.1 |
|
|
|
4.3 |
|
Mexico |
|
|
149.1 |
|
|
|
206.5 |
|
|
|
187.5 |
|
|
|
59.6 |
|
|
|
62.6 |
|
|
|
82.3 |
|
China |
|
|
181.6 |
|
|
|
173.4 |
|
|
|
88.9 |
|
|
|
65.8 |
|
|
|
60.5 |
|
|
|
47.3 |
|
Other countries |
|
|
528.3 |
|
|
|
650.2 |
|
|
|
508.3 |
|
|
|
54.8 |
|
|
|
48.5 |
|
|
|
53.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total International |
|
|
1,613.1 |
|
|
|
2,040.7 |
|
|
|
1,690.4 |
|
|
|
305.6 |
|
|
|
297.4 |
|
|
|
278.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,069.6 |
|
|
$ |
6,521.3 |
|
|
$ |
5,903.1 |
|
|
$ |
769.7 |
|
|
$ |
769.6 |
|
|
$ |
788.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International revenues by destination, based on the location products were delivered, were as
follows by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Revenues |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
Electrical Products |
|
$ |
1,666.4 |
|
|
$ |
2,039.5 |
|
|
$ |
1,646.1 |
|
Tools |
|
|
289.9 |
|
|
|
401.9 |
|
|
|
377.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,956.3 |
|
|
$ |
2,441.4 |
|
|
$ |
2,023.5 |
|
|
|
|
|
|
|
|
|
|
|
NOTE 16: DISCONTINUED OPERATIONS RECEIVABLE AND LIABILITY
Discontinued Operations Liability
In October 1998, Cooper sold its Automotive Products business to Federal-Mogul Corporation
(Federal-Mogul). These discontinued businesses (including the Abex Friction product line
obtained from Pneumo-Abex Corporation (Pneumo) in 1994) were operated through subsidiary
companies, and the stock of those subsidiaries was sold to Federal-Mogul pursuant to a Purchase and
Sale Agreement dated August 17, 1998 (1998 Agreement). In conjunction with the sale,
Federal-Mogul indemnified Cooper for certain liabilities of these subsidiary companies, including
liabilities related to the Abex Friction product line and any potential liability that Cooper may
have to Pneumo pursuant to a 1994 Mutual Guaranty Agreement between Cooper and Pneumo. On October
1, 2001, Federal-Mogul and several of its affiliates filed a Chapter 11 bankruptcy petition. The
Bankruptcy Court for the District of Delaware confirmed Federal-Moguls plan of reorganization and
Federal-Mogul emerged from bankruptcy in December 2007. As part of Federal-Moguls Plan of
Reorganization, Cooper and Federal-Mogul reached a settlement agreement that was subject to
approval by the Bankruptcy Court resolving Federal-Moguls indemnification obligations to Cooper.
As discussed further below, on September 30, 2008, the Bankruptcy Court issued its final ruling
denying Coopers participation in the proposed Federal-Mogul 524(g) trust resulting in
implementation of the previously approved Plan B Settlement. As part of its obligation to Pneumo
for any asbestos-related claims arising from the Abex Friction product line (Abex Claims), Cooper
has rights, confirmed by
F-33
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Pneumo, to significant insurance for such claims. Based on information provided by
representatives of Federal-Mogul and recent claims experience, from August 28, 1998 through
December 31, 2009, a total of 147,740 Abex Claims were filed, of which 124,911 claims have been
resolved leaving 22,829 Abex Claims pending at December 31, 2009. During the year ended December
31, 2009, 1,565 claims were filed and 2,424 claims were resolved. Since August 28, 1998, the
average indemnity payment for resolved Abex Claims was $2,106 before insurance. A total of $167.7
million was spent on defense costs for the period August 28, 1998 through December 31, 2009.
Existing insurance coverage currently provides approximately 30% recovery of the total defense and
indemnity payments for Abex Claims due to exhaustion of primary layers of coverage and litigation
with certain excess insurers, although, in certain periods, insurance recoveries can be higher due
to new settlements with insurers.
2005 2007
In December 2005, Cooper reached an initial agreement in negotiations with the representatives
of Federal-Mogul, its bankruptcy committees and the future claimants (the Representatives)
regarding Coopers participation in Federal Moguls proposed 524(g) asbestos trust. By
participating in this trust, Cooper would have resolved its liability for asbestos claims arising
from Coopers former Abex Friction Products business. The proposed settlement agreement was
subject to court approval and certain other approvals. Future claims would have been resolved
through the bankruptcy trust.
Although the final determination of whether Cooper would participate in the Federal-Mogul
524(g) trust was unknown, Coopers management concluded that, at the date of the filing of its 2005
Form 10-K, the most likely outcome in the range of potential outcomes was a settlement
approximating the December 2005 proposed settlement. Accordingly, the accrual for potential
liabilities related to the Automotive Products sale and the Federal-Mogul bankruptcy was $526.3
million at December 31, 2005. The December 31, 2005 discontinued operations accrual included
payments to a 524(g) trust over 25 years that were undiscounted, and included $215 million of
insurance recoveries where insurance in place agreements, settlements or policy recoveries were
probable.
Throughout 2006 and 2007, Cooper continued to believe that the most likely outcome in the
range of potential outcomes was a revised settlement with Cooper resolving its asbestos obligations
through participation in the proposed Federal-Mogul 524(g) trust. While the details of the
proposed settlement agreement evolved during the on-going negotiations throughout 2006 and 2007,
the underlying principles of the proposed settlement arrangements being negotiated principally
included fixed payments to a 524(g) trust over 25 years that were subject to reduction for
insurance proceeds received in the future.
As a result of the then current status of settlement negotiations, Cooper recorded a $20.3
million after-tax discontinued operations charge, net of an $11.4 million income tax benefit, in
the second quarter of 2006 to reflect the revised terms of the proposed settlement agreement at
that time. The discontinued operations accrual was $509.1 million and $529.6 million as of
December 31, 2007 and 2006, respectively, and included payments to a 524(g) trust over 25 years
that were undiscounted, and included insurance recoveries of $230 million and $239 million,
respectively, where insurance in place agreements, settlements or policy recoveries were probable.
The U.S. Bankruptcy Court for the District of Delaware confirmed Federal-Moguls plan of
reorganization on November 8, 2007, and the U.S. District Court for the District of Delaware
affirmed the Bankruptcy Courts order on November 14, 2007. As part of its ruling, the Bankruptcy
Court approved the Plan B Settlement between Cooper and Federal-Mogul, which would require payment
of $138 million to Cooper in the event Coopers participation in the Federal-Mogul 524(g) trust is
not approved for any reason, or if Cooper elected not to participate or to pursue participation in
the trust. The Bankruptcy Court stated that it would consider approving Coopers participation in
the Federal-Mogul 524(g) trust at a later time, and that its order confirming the plan of
reorganization and approving the settlement between Cooper and Federal-Mogul did not preclude later
approval of Coopers participation in the 524(g) trust. Accordingly, in an effort to continue
working towards approval of Coopers participation in the trust and to address certain
F-34
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
legal issues identified by the Court, Cooper, Pneumo-Abex, Federal-Mogul, and other plan
supporters filed the Modified Plan A Settlement Documents on December 13, 2007. The Modified Plan
A Settlement Documents would have required Cooper to make an initial payment of $248.5 million in
cash to the Federal-Mogul trust upon implementation of Plan A with additional annual payments of up
to $20 million each due over 25 years. If the Bankruptcy Court had approved the modified
settlement and that settlement was implemented, Cooper, through Pneumo-Abex LLC, would have
continued to have access to Abex insurance policies.
2008
During the first quarter of 2008, the Bankruptcy Court concluded hearings on Plan A. On
September 30, 2008, the Bankruptcy Court issued its ruling denying the Modified Plan A Settlement
resulting in Cooper not participating in the Federal-Mogul 524(g) trust and instead proceeding with
the Plan B Settlement that had previously been approved by the Bankruptcy Court. As a result of
the Plan B Settlement, Cooper received the $138 million payment, plus interest of $3 million, in
October 2008 from the Federal-Mogul Bankruptcy estate and will continue to resolve through the tort
system the asbestos related claims arising from the Abex Friction product line that it had sold to
Federal-Mogul in 1998. Cooper continues to have access to Abex insurance policies.
The accrual for potential liabilities related to the Automotive Products sale and the
Federal-Mogul bankruptcy and a progression of the activity is presented in the following table
assuming resolution through participation in the Federal-Mogul 524(g) trust up until September 30,
2008 when the accounting was adjusted to reflect the Plan B Settlement.
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
Twelve Months Ended |
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in millions) |
|
|
(in millions) |
|
Accrual at beginning of period
(under Plan A) |
|
$ |
509.1 |
|
|
$ |
529.6 |
|
Indemnity and defense payments |
|
|
(16.9 |
) |
|
|
(52.9 |
) |
Insurance recoveries |
|
|
25.4 |
|
|
|
39.3 |
|
Other |
|
|
(1.6 |
) |
|
|
(6.9 |
) |
|
|
|
|
|
|
|
Accrual at end of period (under Plan A) * |
|
$ |
516.0 |
|
|
$ |
509.1 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
The $516.0 million liability reflects the estimated liability under Plan A
immediately prior to adjusting the accounting on September 30, 2008 to reflect the Plan
B Settlement. |
As a result of the September 30, 2008 Bankruptcy Court ruling discussed above, Cooper
adjusted its accounting in the third quarter of 2008 to reflect the separate assets and liabilities
related to the on-going activities to resolve the potential asbestos related claims through the
tort system. Cooper recorded income from discontinued operations of $16.6 million, net of a $9.4
million income tax expense, in the third quarter of 2008 to reflect the Plan B Settlement.
F-35
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table presents the separate assets and liabilities under the Plan B settlement and
the cash activity subsequent to the September 30, 2008 Plan B Settlement date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December |
|
|
December |
|
|
September |
|
|
|
31, 2009 |
|
|
31, 2008 |
|
|
30, 2008 |
|
|
|
(in millions) |
|
Asbestos liability analysis: |
|
|
|
|
|
|
|
|
|
|
|
|
Total liability for unpaid, pending and future indemnity
and defense costs at end of period |
|
$ |
784.5 |
|
|
$ |
815.1 |
|
|
$ |
823.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asbestos receivable analysis |
|
|
|
|
|
|
|
|
|
|
|
|
Receivable from Federal-Mogul Bankruptcy estate
(received in Oct. 2008) |
|
$ |
|
|
|
$ |
|
|
|
$ |
141.0 |
|
Insurance receivable for previously paid claims and
insurance settlements |
|
|
64.6 |
|
|
|
74.6 |
|
|
|
72.7 |
|
Insurance-in-place agreements available for pending
and future claims |
|
|
114.7 |
|
|
|
117.7 |
|
|
|
119.6 |
|
|
|
|
|
|
|
|
|
|
|
Total estimated asbestos receivable at end of period |
|
$ |
179.3 |
|
|
$ |
192.3 |
|
|
$ |
333.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended |
|
|
Three Months Ended |
|
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
(in millions) |
|
|
(in millions) |
|
Cash Flow: |
|
|
|
|
|
|
|
|
Indemnity and defense payments |
|
$ |
(29.9 |
) |
|
$ |
(7.9 |
) |
Insurance recoveries |
|
|
54.6 |
|
|
|
|
|
Payment from Federal-Mogul Bankruptcy Estate |
|
|
|
|
|
|
141.0 |
|
Other |
|
|
(0.7 |
) |
|
|
(0.3 |
) |
|
|
|
|
|
|
|
Net cash flow (excluding related income taxes) |
|
$ |
24.0 |
|
|
$ |
132.8 |
|
|
|
|
|
|
|
|
During 2009, Cooper recognized an after tax gain from discontinued operations of $25.5
million, which is net of a $16.2 million income tax expense, from negotiated insurance settlements
consummated in 2009 that were not previously recognized. Cooper believes that it is likely that
additional insurance recoveries will be recorded in the future as new insurance-in-place agreements
are consummated or settlements with insurance carriers are completed. Timing and value of these
agreements and settlements cannot be currently estimated as they may be subject to extensive
additional negotiation and litigation.
Asbestos Liability Estimate
As of December 31, 2009, Cooper estimates that the undiscounted liability for pending and
future indemnity and defense costs for the next 45 years will be $784.5 million. This amount
includes accruals for unpaid indemnity and defense costs at December 31, 2009 which are not
significant. The estimated liability is before any tax benefit and is not discounted as the timing
of the actual payments is not reasonably predictable.
The methodology used to project Coopers liability estimate relies upon a number of
assumptions including Coopers recent claims experience and declining future asbestos spending
based on past trends and publicly available epidemiological data, changes in various jurisdictions,
managements judgment about the current and future litigation environment, and the availability to
claimants of other payment sources.
Abex discontinued using asbestos in the Abex Friction product line in the 1970s and
epidemiological studies that are publicly available indicate the incidence of asbestos-related
disease is in decline and should continue to decline steadily. However, these studies, or other
assumptions, may vary significantly over time from the current estimates utilized to project the
undiscounted liability.
F-36
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Although Cooper believes that its estimated liability for pending and future indemnity and
defense costs represents the best estimate of its future obligation, Cooper utilized scenarios that
it believes are reasonably possible that indicate a broader range of potential estimates from $505
to $877 million (undiscounted).
Asbestos Receivable Estimate
As of December 31, 2009, Cooper, through Pneumo-Abex LLC, has access to Abex insurance
policies with remaining limits on policies with solvent insurers in excess of $680 million.
Insurance recoveries reflected as receivables in the balance sheet include recoveries where
insurance-in-place agreements, settlements or policy recoveries are probable. As of December 31,
2009, Coopers receivable for recoveries of costs from insurers amounted to $179.3 million, of
which $64.6 million relate to costs previously paid or insurance settlements. Coopers
arrangements with the insurance carriers may defer certain amounts of insurance and settlement
proceeds that Cooper is entitled to receive beyond twelve months. Approximately 90% of the $179.3
million receivable from insurance companies at December 31, 2009 is due from domestic insurers
whose AM Best rating is Excellent (A-) or better. The remaining balance of the insurance
receivable has been significantly discounted to reflect managements best estimate of the
recoverable amount.
Cooper believes that it is likely that additional insurance recoveries will be recorded in the
future as new insurance-in-place agreements are consummated or settlements with insurance carriers
are completed. Timing and value of these agreements and settlements cannot be currently estimated
as they may be subject to extensive additional negotiation and litigation.
Critical Accounting Assumptions
The amounts recorded by Cooper for its asbestos liability and related insurance receivables
are not discounted and rely on assumptions that are based on currently known facts and strategy.
The value of the liability on a discounted basis net of the amount of insurance recoveries likely
to materialize in the future would be significantly lower than the net amounts currently recognized
in the balance sheet. Coopers actual asbestos costs or insurance recoveries could be
significantly higher or lower than those recorded if assumptions used in the estimation process
vary significantly from actual results over time. As the estimated liability is not discounted and
extends over 45 years, any changes in key assumptions could have a significant impact on the
recorded liability. Key variables in these assumptions include the number and type of new claims
filed each year, the average indemnity and defense costs of resolving claims, the number of years
these assumptions are projected into the future, and the resolution of on-going negotiations of
additional settlement or coverage-in-place agreements with insurance carriers. Assumptions with
respect to these variables are subject to greater uncertainty as the projection period lengthens.
Other factors that may affect Coopers liability and ability to recover under its insurance
policies include uncertainties surrounding the litigation process from jurisdiction to jurisdiction
and from case to case, reforms that may be made by state and federal courts, and the passage of
state or federal tort reform legislation. Cooper will review these assumptions on a periodic basis
to determine whether any adjustments are required to the estimate of its recorded asbestos
liability and related insurance receivables.
From a cash flow perspective, Cooper management believes that the annual cash outlay for its
potential asbestos liability, net of insurance recoveries, will not be material to Coopers
operating cash flow.
F-37
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
|
|
|
NOTE 17: |
|
FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES, CONCENTRATIONS OF CREDIT RISK AND FAIR
VALUE OF FINANCIAL INSTRUMENTS |
Derivative Instruments and Hedging Activities
All derivatives are recognized as assets and liabilities and measured at fair value. For
derivative instruments that are not designated as hedges, the gain or loss on the derivative is
recognized in earnings currently. A derivative instrument may be designated as a hedge of the
exposure to changes in the fair value of an asset or liability or variability in expected future
cash flows if the hedging relationship is expected to be highly effective in offsetting changes in
fair value or cash flows attributable to the hedged risk during the period of designation. If a
derivative is designated as a fair value hedge, the gain or loss on the derivative and the
offsetting loss or gain on the hedged asset, liability or firm commitment is recognized in
earnings. For derivative instruments designated as a cash flow hedge, the effective portion of the
gain or loss on the derivative instrument is reported as a component of accumulated nonowner
changes in equity and reclassified into earnings in the same period that the hedged transaction
affects earnings. The ineffective portion of the gain or loss is immediately recognized in
earnings.
Hedge accounting is discontinued prospectively when (1) it is determined that a
derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged
item; (2) the derivative is sold, terminated or exercised; (3) the hedged item no
longer meets the definition of a firm commitment; or (4) it is unlikely that a forecasted
transaction will occur within two months of the originally specified time period.
When hedge accounting is discontinued because it is determined that the derivative no longer
qualifies as an effective fair-value hedge, the derivative will continue to be carried on the
balance sheet at its fair value, and the hedged asset or liability will no longer be adjusted for
changes in fair value. When hedge accounting is discontinued because a hedged item no longer meets
the definition of a firm commitment, the derivative will continue to be carried on the balance
sheet at its fair value, and any asset or liability that was recorded pursuant to recognition of
the firm commitment will be removed from the balance sheet and recognized as a gain or loss
currently in earnings. When hedge accounting is discontinued because it is probable that a
forecasted transaction will not occur within two months of the originally specified time period,
the derivative will continue to be carried on the balance sheet at its fair value, and gains and
losses reported in accumulated nonowner changes in equity will be recognized immediately in
earnings.
As a result of having sales, purchases and certain intercompany transactions denominated in
currencies other than the functional currencies of Coopers businesses, Cooper is exposed to the
effect of currency exchange rate changes on its cash flows and earnings. Cooper enters into
currency forward exchange contracts to hedge significant non-functional currency denominated
transactions for periods consistent with the terms of the underlying transactions. Contracts
generally have maturities that do not exceed one year.
Currency forward exchange contracts executed to hedge forecasted transactions are accounted
for as cash flow hedges. Currency forward exchange contracts executed to hedge a recognized asset,
liability or firm commitment are accounted for as fair value hedges. Cooper sometimes enters into
certain currency forward exchange contracts that are not designated as hedges. These contracts are
intended to reduce cash flow volatility related to short-term intercompany financing transactions.
Cooper also enters into commodity swaps to reduce the volatility of price fluctuations on a portion
of up to eighteen months of forecasted material purchases. These instruments are designated as cash
flow hedges. Cooper does not enter into speculative derivative transactions.
During October 2005, Cooper entered into cross-currency swaps to effectively convert its newly
issued $325 million, 5.25% fixed-rate debt maturing in
November 2012 to 272.6 million of 3.55%
fixed-rate debt. The $325 million debt issuance proceeds were
swapped to 272.6 million and lent
through an
F-38
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
intercompany loan to a non-U.S. subsidiary to partially fund repayment of the 300 million Euro
bond debt that matured on October 25, 2005. The cross-currency swaps mature in November 2012.
Assets and liabilities measured at fair value are based on one or more of three valuation
techniques. Valuation techniques utilized for each individual asset and liability category are
referenced in the tables below. The valuation techniques are as follows:
|
(a) |
|
Market approach Prices and other relevant information generated by market
transactions involving identical or comparable assets or liabilities; |
|
|
(b) |
|
Income approach Techniques to convert future amounts to a single present
amount based on market expectations (including present value techniques, option-pricing
and excess earnings models); |
|
|
(c) |
|
Cost approach Amount that would be required to replace the service capacity
of an asset (replacement cost). |
The inputs used in measuring fair value are prioritized using a three-tier fair value
hierarchy as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level
2) inputs, other than the quoted prices in active markets, that are observable either directly or
indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which
require the reporting entity to develop its own assumptions.
Assets and liabilities measured at fair value as of December 31, 2009 on a recurring basis are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
Liabilities |
|
|
|
|
Significant other |
|
Significant other |
|
|
|
|
observable inputs |
|
observable inputs |
|
Valuation |
(in millions) |
|
(Level 2) |
|
(Level 2) |
|
Technique |
|
Short-term currency forward
exchange contracts |
|
$ |
13.6 |
|
|
$ |
(12.7 |
) |
|
|
(a |
) |
Long-term currency forward
exchange contracts |
|
|
55.8 |
|
|
|
(22.5 |
) |
|
|
(a |
) |
Short-term commodity swaps |
|
|
3.3 |
|
|
|
(0.7 |
) |
|
|
(a |
) |
Long-term cross-currency swaps |
|
|
|
|
|
|
(54.4 |
) |
|
|
(a |
) |
|
Except as discussed below, the currency forward exchange contracts and commodity swaps in the
above table are designated as hedging instruments. Currency forward exchange contracts representing
approximately $35.7 million of assets and $24.1 million of liabilities at December 31, 2009 are not
designated as hedging instruments.
Assets and liabilities measured at fair value as of December 31, 2008 on a recurring basis are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
Liabilities |
|
|
|
|
Significant other |
|
Significant other |
|
|
|
|
observable inputs |
|
observable inputs |
|
Valuation |
(in millions) |
|
(Level 2) |
|
(Level 2) |
|
Technique |
|
Short-term investments |
|
$ |
21.9 |
|
|
$ |
|
|
|
|
(a |
) |
Short-term currency forward
exchange contracts |
|
|
40.0 |
|
|
|
(8.4 |
) |
|
|
(a |
) |
Long-term currency forward
exchange contracts |
|
|
91.3 |
|
|
|
(40.0 |
) |
|
|
(a |
) |
Short-term commodity swaps |
|
|
|
|
|
|
(33.5 |
) |
|
|
(a |
) |
Long-term cross-currency swaps |
|
|
|
|
|
|
(29.1 |
) |
|
|
(a |
) |
|
F-39
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
There were no changes in the valuation techniques used to measure asset or liability fair
values on a recurring basis in 2009.
Gains or losses on derivative instruments are reported in the same line item as the underlying
hedged transaction in the consolidated statements of income. The net gain or loss on currency
forward exchange contracts was not material during 2009, 2008 or 2007. For commodity swaps, Cooper
recognized, in cost of sales, a net loss of $18.8 million in 2009 and a net gain of $1.9 million
and $2.5 million in 2008 and 2007, respectively. At December 31, 2009, Cooper estimates that
approximately $1.2 million of net losses on derivative instruments designated as cash flow hedges
will be reclassified from accumulated other nonowner changes in equity to earnings during the next
twelve months. The amount of discontinued cash flow hedges during 2009, 2008 and 2007 was not
material.
The table below summarizes the U. S. dollar equivalent contractual amounts of Coopers forward
exchange contracts at December 31, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
U.S. Dollar |
|
$ |
533.1 |
|
|
$ |
502.4 |
|
Euro |
|
|
353.4 |
|
|
|
214.6 |
|
British Pound Sterling |
|
|
294.0 |
|
|
|
151.3 |
|
Mexican Peso |
|
|
6.5 |
|
|
|
40.9 |
|
Other |
|
|
27.3 |
|
|
|
43.8 |
|
|
|
|
|
|
|
|
|
|
$ |
1,214.3 |
|
|
$ |
953.0 |
|
|
|
|
|
|
|
|
The contractual amounts of Coopers commodity swap contracts at December 31, 2009 and 2008
were approximately $15 million and $68 million, respectively.
Other Instruments
In the normal course of business, Cooper executes stand-by letters of credit, performance
bonds and other guarantees that ensure Coopers performance or payment to third parties that are
not reflected in the consolidated balance sheets. The aggregate notional value of these instruments
was $107.4 million and $107.9 million at December 31, 2009 and 2008, respectively. In the past, no
significant claims have been made against these financial instruments. Management believes the
likelihood of demand for payment under these instruments is minimal and expects no material losses
to occur in connection with these instruments.
Concentrations of Credit Risk
Concentrations of credit risk with respect to trade receivables are limited due to the wide
variety of customers as well as their dispersion across many different geographic areas with no one
customer receivable exceeding 5.2% of accounts receivable at December 31, 2009 (5.5% at December
31, 2008).
Fair Value of Financial Instruments Other than Derivatives
Coopers financial instruments other than derivative instruments consist primarily of cash and
cash equivalents, investments, trade receivables, trade payables and debt instruments. The book
values of cash and cash equivalents, investments, trade receivables, and trade payables are
considered to be representative of their respective fair values. Cooper had a book value of
approximately $934.4 million and $1.23 billion for debt instruments at December 31, 2009 and 2008,
respectively. The fair value of these debt instruments, as represented primarily by quoted market
prices, was approximately $1.01 billion and $1.25 billion at December 31, 2009 and 2008,
respectively.
F-40
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 18: NET INCOME PER COMMON SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
Diluted |
|
|
|
Year Ended December 31, |
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
($ in millions, shares in thousands) |
|
|
|
|
|
Income from continuing operations |
|
$ |
413.6 |
|
|
$ |
615.6 |
|
|
$ |
692.3 |
|
|
$ |
413.6 |
|
|
$ |
615.6 |
|
|
$ |
692.3 |
|
Income from discontinued operations |
|
|
25.5 |
|
|
|
16.6 |
|
|
|
|
|
|
|
25.5 |
|
|
|
16.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common stock |
|
$ |
439.1 |
|
|
$ |
632.2 |
|
|
$ |
692.3 |
|
|
$ |
439.1 |
|
|
$ |
632.2 |
|
|
$ |
692.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
167,228 |
|
|
|
173,655 |
|
|
|
182,290 |
|
|
|
167,228 |
|
|
|
173,655 |
|
|
|
182,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incremental shares from assumed conversions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options, performance-based stock awards
and other employee awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,242 |
|
|
|
1,940 |
|
|
|
3,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and
common share equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
168,470 |
|
|
|
175,595 |
|
|
|
185,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options and employee awards are not considered in the calculations if the effect would be
antidilutive. Out of the money options and employee awards of 6.6 million shares were excluded in
2009 and 3.9 million shares were excluded in 2008. Antidilutive options and employee awards were
insignificant in 2007.
F-41
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 19: UNAUDITED QUARTERLY OPERATING RESULTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 (by quarter) |
|
|
|
1 |
|
|
2 |
|
|
3 |
|
|
4 |
|
|
|
(in millions, except per share data) |
|
Revenues |
|
$ |
1,256.8 |
|
|
$ |
1,269.8 |
|
|
$ |
1,286.4 |
|
|
$ |
1,256.6 |
|
Cost of sales |
|
|
884.8 |
|
|
|
885.0 |
|
|
|
876.5 |
|
|
|
837.5 |
|
Selling and administrative expenses |
|
|
256.9 |
|
|
|
249.4 |
|
|
|
251.1 |
|
|
|
254.4 |
|
Restructuring and asset impairment charges |
|
|
8.8 |
|
|
|
10.4 |
|
|
|
6.5 |
|
|
|
4.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings |
|
|
106.3 |
|
|
|
125.0 |
|
|
|
152.3 |
|
|
|
160.5 |
|
Interest expense, net |
|
|
15.2 |
|
|
|
16.3 |
|
|
|
15.9 |
|
|
|
14.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
|
91.1 |
|
|
|
108.7 |
|
|
|
136.4 |
|
|
|
146.5 |
|
Income taxes |
|
|
9.9 |
|
|
|
19.4 |
|
|
|
22.1 |
|
|
|
17.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
81.2 |
|
|
|
89.3 |
|
|
|
114.3 |
|
|
|
128.8 |
|
Income related to discontinued operations |
|
|
18.9 |
|
|
|
|
|
|
|
6.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
100.1 |
|
|
$ |
89.3 |
|
|
$ |
120.9 |
|
|
$ |
128.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per Common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
.49 |
|
|
$ |
.53 |
|
|
$ |
.68 |
|
|
$ |
.77 |
|
Income from discontinued operations |
|
|
.11 |
|
|
|
|
|
|
|
.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
.60 |
|
|
$ |
.53 |
|
|
$ |
.72 |
|
|
$ |
.77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
.48 |
|
|
$ |
.53 |
|
|
$ |
.68 |
|
|
$ |
.76 |
|
Income from discontinued operations |
|
|
.11 |
|
|
|
|
|
|
|
.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
.59 |
|
|
$ |
.53 |
|
|
$ |
.72 |
|
|
$ |
.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (by quarter) |
|
|
|
1 |
|
|
2 |
|
|
3 |
|
|
4 |
|
|
|
(in millions, except per share data) |
|
Revenues |
|
$ |
1,546.1 |
|
|
$ |
1,724.3 |
|
|
$ |
1,727.7 |
|
|
$ |
1,523.2 |
|
Cost of sales |
|
|
1,022.2 |
|
|
|
1,155.9 |
|
|
|
1,170.0 |
|
|
|
1,048.6 |
|
Selling and administrative expenses |
|
|
301.5 |
|
|
|
314.4 |
|
|
|
307.8 |
|
|
|
270.9 |
|
Restructuring and asset impairment charges |
|
|
|
|
|
|
7.6 |
|
|
|
|
|
|
|
44.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings |
|
|
222.4 |
|
|
|
246.4 |
|
|
|
249.9 |
|
|
|
158.9 |
|
Interest expense, net |
|
|
14.9 |
|
|
|
18.3 |
|
|
|
17.3 |
|
|
|
19.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
|
207.5 |
|
|
|
228.1 |
|
|
|
232.6 |
|
|
|
139.0 |
|
Income taxes |
|
|
54.1 |
|
|
|
66.2 |
|
|
|
43.4 |
|
|
|
27.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
153.4 |
|
|
|
161.9 |
|
|
|
189.2 |
|
|
|
111.1 |
|
Income related to discontinued operations |
|
|
|
|
|
|
|
|
|
|
16.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
153.4 |
|
|
$ |
161.9 |
|
|
$ |
205.8 |
|
|
$ |
111.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per Common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
.87 |
|
|
$ |
.93 |
|
|
$ |
1.09 |
|
|
$ |
.66 |
|
Income from discontinued operations |
|
|
|
|
|
|
|
|
|
|
.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
.87 |
|
|
$ |
.93 |
|
|
$ |
1.19 |
|
|
$ |
.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
.86 |
|
|
$ |
.92 |
|
|
$ |
1.08 |
|
|
$ |
.65 |
|
Income from discontinued operations |
|
|
|
|
|
|
|
|
|
|
.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
.86 |
|
|
$ |
.92 |
|
|
$ |
1.17 |
|
|
$ |
.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-42
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE 20: CONSOLIDATING FINANCIAL INFORMATION
Cooper Industries plc, Cooper Industries, Ltd. and certain of Coopers principal operating
subsidiaries (the Guarantors) fully and unconditionally guarantee, on a joint and several basis,
the registered debt securities of Cooper Industries, LLC and Cooper US, Inc. Cooper Industries plc
was incorporated on June 4, 2009 and as discussed in Note 1 replaced Cooper Industries, Ltd. as the
ultimate parent company on September 8, 2009. The following condensed consolidating financial
information is included so that separate financial statements of Cooper Industries, LLC, Cooper US,
Inc. or the Guarantors are not required to be filed with the Securities and Exchange Commission.
The consolidating financial statements present investments in subsidiaries using the equity method
of accounting. Intercompany investments in the Class A and Class B common shares of Cooper
Industries, Ltd. that are held by wholly-owned subsidiaries are accounted for using the cost
method.
Consolidating Income Statements
Year Ended December 31, 2009
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooper |
|
|
Cooper |
|
|
Cooper |
|
|
Cooper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries |
|
|
Industries, |
|
|
Industries, |
|
|
US, |
|
|
|
|
|
|
Other |
|
|
Consolidating |
|
|
|
|
|
|
plc |
|
|
Ltd. |
|
|
LLC |
|
|
Inc. |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,971.3 |
|
|
$ |
2,537.4 |
|
|
$ |
(439.1 |
) |
|
$ |
5,069.6 |
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
(2.3 |
) |
|
|
(2.2 |
) |
|
|
2,140.6 |
|
|
|
1,786.8 |
|
|
|
(439.1 |
) |
|
|
3,483.8 |
|
Selling and
administrative expenses |
|
|
|
|
|
|
|
|
|
|
12.9 |
|
|
|
71.4 |
|
|
|
474.8 |
|
|
|
467.8 |
|
|
|
(15.1 |
) |
|
|
1,011.8 |
|
Restructuring and asset
impairment charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.5 |
|
|
|
8.6 |
|
|
|
19.8 |
|
|
|
|
|
|
|
29.9 |
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
13.3 |
|
|
|
47.3 |
|
|
|
0.3 |
|
|
|
0.5 |
|
|
|
|
|
|
|
61.4 |
|
Equity in earnings of
subsidiaries, net of tax |
|
|
83.5 |
|
|
|
555.4 |
|
|
|
(3.3 |
) |
|
|
216.8 |
|
|
|
49.9 |
|
|
|
200.7 |
|
|
|
(1,103.0 |
) |
|
|
|
|
Intercompany income
(expense) |
|
|
(0.1 |
) |
|
|
(27.6 |
) |
|
|
6.2 |
|
|
|
7.2 |
|
|
|
(134.4 |
) |
|
|
252.4 |
|
|
|
(103.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations
before income taxes |
|
|
83.4 |
|
|
|
527.8 |
|
|
|
(21.0 |
) |
|
|
106.0 |
|
|
|
262.5 |
|
|
|
715.6 |
|
|
|
(1,191.6 |
) |
|
|
482.7 |
|
Income tax expense
(benefit) |
|
|
|
|
|
|
|
|
|
|
(7.0 |
) |
|
|
(94.7 |
) |
|
|
85.8 |
|
|
|
85.0 |
|
|
|
|
|
|
|
69.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations |
|
|
83.4 |
|
|
|
527.8 |
|
|
|
(14.0 |
) |
|
|
200.7 |
|
|
|
176.7 |
|
|
|
630.6 |
|
|
|
(1,191.6 |
) |
|
|
413.6 |
|
Income from
discontinued
operations, net of tax |
|
|
|
|
|
|
|
|
|
|
25.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
83.4 |
|
|
$ |
527.8 |
|
|
$ |
11.5 |
|
|
$ |
200.7 |
|
|
$ |
176.7 |
|
|
$ |
630.6 |
|
|
$ |
(1,191.6 |
) |
|
$ |
439.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-43
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Consolidating Income Statements
Year Ended December 31, 2008
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooper |
|
|
Cooper |
|
|
Cooper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries, |
|
|
Industries, |
|
|
US, |
|
|
|
|
|
|
Other |
|
|
Consolidating |
|
|
|
|
|
|
Ltd. |
|
|
LLC |
|
|
Inc. |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,884.0 |
|
|
$ |
3,017.5 |
|
|
$ |
(380.2 |
) |
|
$ |
6,521.3 |
|
Cost of sales |
|
|
(0.1 |
) |
|
|
(0.3 |
) |
|
|
5.5 |
|
|
|
2,735.8 |
|
|
|
2,036.0 |
|
|
|
(380.2 |
) |
|
|
4,396.7 |
|
Selling and administrative
expenses |
|
|
11.6 |
|
|
|
13.2 |
|
|
|
69.5 |
|
|
|
571.2 |
|
|
|
542.4 |
|
|
|
(13.3 |
) |
|
|
1,194.6 |
|
Restructuring and asset
impairment charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.3 |
|
|
|
43.1 |
|
|
|
|
|
|
|
52.4 |
|
Interest expense, net |
|
|
(0.1 |
) |
|
|
18.2 |
|
|
|
54.4 |
|
|
|
|
|
|
|
(2.1 |
) |
|
|
|
|
|
|
70.4 |
|
Equity in earnings of
subsidiaries, net of tax |
|
|
809.5 |
|
|
|
28.6 |
|
|
|
410.7 |
|
|
|
92.6 |
|
|
|
458.7 |
|
|
|
(1,800.1 |
) |
|
|
|
|
Intercompany income
(expense) |
|
|
(40.0 |
) |
|
|
(42.5 |
) |
|
|
126.3 |
|
|
|
(171.7 |
) |
|
|
267.1 |
|
|
|
(139.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations
before income taxes |
|
|
758.1 |
|
|
|
(45.0 |
) |
|
|
407.6 |
|
|
|
488.6 |
|
|
|
1,123.9 |
|
|
|
(1,926.0 |
) |
|
|
807.2 |
|
Income tax expense
(benefit) |
|
|
|
|
|
|
(27.9 |
) |
|
|
(51.2 |
) |
|
|
158.1 |
|
|
|
112.6 |
|
|
|
|
|
|
|
191.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations |
|
|
758.1 |
|
|
|
(17.1 |
) |
|
|
458.8 |
|
|
|
330.5 |
|
|
|
1,011.3 |
|
|
|
(1,926.0 |
) |
|
|
615.6 |
|
Income from discontinued
operations, net of tax |
|
|
|
|
|
|
16.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
758.1 |
|
|
$ |
(0.5 |
) |
|
$ |
458.8 |
|
|
$ |
330.5 |
|
|
$ |
1,011.3 |
|
|
$ |
(1,926.0 |
) |
|
$ |
632.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidating Income Statements
Year Ended December 31, 2007
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooper |
|
|
Cooper |
|
|
Cooper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries, |
|
|
Industries, |
|
|
US, |
|
|
|
|
|
|
Other |
|
|
Consolidating |
|
|
|
|
|
|
Ltd. |
|
|
LLC |
|
|
Inc. |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,758.4 |
|
|
$ |
2,417.9 |
|
|
$ |
(273.2 |
) |
|
$ |
5,903.1 |
|
Cost of sales |
|
|
|
|
|
|
0.2 |
|
|
|
(0.4 |
) |
|
|
2,607.0 |
|
|
|
1,636.4 |
|
|
|
(273.2 |
) |
|
|
3,970.0 |
|
Selling and administrative
expenses |
|
|
9.2 |
|
|
|
18.0 |
|
|
|
270.2 |
|
|
|
556.2 |
|
|
|
434.4 |
|
|
|
(199.0 |
) |
|
|
1,089.0 |
|
Income from Belden
agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33.1 |
|
|
|
|
|
|
|
33.1 |
|
Interest expense, net |
|
|
(1.3 |
) |
|
|
33.6 |
|
|
|
25.2 |
|
|
|
|
|
|
|
(6.5 |
) |
|
|
|
|
|
|
51.0 |
|
Equity in earnings of
subsidiaries, net of tax |
|
|
649.3 |
|
|
|
40.4 |
|
|
|
486.3 |
|
|
|
76.9 |
|
|
|
330.0 |
|
|
|
(1,582.9 |
) |
|
|
|
|
Intercompany income
(expense) |
|
|
(33.3 |
) |
|
|
(27.3 |
) |
|
|
|
|
|
|
(168.8 |
) |
|
|
344.1 |
|
|
|
(114.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations
before income taxes |
|
|
608.0 |
|
|
|
(38.7 |
) |
|
|
191.4 |
|
|
|
503.3 |
|
|
|
1,060.8 |
|
|
|
(1,498.6 |
) |
|
|
826.2 |
|
Income tax expense
(benefit) |
|
|
|
|
|
|
(30.2 |
) |
|
|
(138.6 |
) |
|
|
147.9 |
|
|
|
154.8 |
|
|
|
|
|
|
|
133.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
608.0 |
|
|
$ |
(8.5 |
) |
|
$ |
330.0 |
|
|
$ |
355.4 |
|
|
$ |
906.0 |
|
|
$ |
(1,498.6 |
) |
|
$ |
692.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-44
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Consolidating Balance Sheets
December 31, 2009
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooper |
|
|
Cooper |
|
|
Cooper |
|
|
Cooper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries |
|
|
Industries, |
|
|
Industries |
|
|
US, |
|
|
|
|
|
|
Other |
|
|
Consolidating |
|
|
|
|
|
|
plc |
|
|
Ltd. |
|
|
LLC |
|
|
Inc. |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Cash and cash equivalents |
|
$ |
146.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
27.9 |
|
|
$ |
0.3 |
|
|
$ |
207.4 |
|
|
$ |
|
|
|
$ |
381.6 |
|
Receivables, less allowances |
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
370.6 |
|
|
|
426.9 |
|
|
|
|
|
|
|
797.7 |
|
Inventories |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
236.2 |
|
|
|
247.7 |
|
|
|
|
|
|
|
483.9 |
|
Current discontinued
operations receivable |
|
|
|
|
|
|
|
|
|
|
12.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.7 |
|
Deferred income taxes
and other current assets |
|
|
0.6 |
|
|
|
|
|
|
|
22.1 |
|
|
|
70.0 |
|
|
|
38.2 |
|
|
|
94.8 |
|
|
|
|
|
|
|
225.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
146.6 |
|
|
|
|
|
|
|
34.9 |
|
|
|
98.0 |
|
|
|
645.3 |
|
|
|
976.8 |
|
|
|
|
|
|
|
1,901.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and
equipment, less
accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57.4 |
|
|
|
334.2 |
|
|
|
340.1 |
|
|
|
|
|
|
|
731.7 |
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,288.7 |
|
|
|
1,354.5 |
|
|
|
|
|
|
|
2,643.2 |
|
Investment in subsidiaries |
|
|
2,663.2 |
|
|
|
3,092.0 |
|
|
|
569.5 |
|
|
|
4,789.6 |
|
|
|
991.4 |
|
|
|
2,589.9 |
|
|
|
(14,695.6 |
) |
|
|
|
|
Investment in parent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,418.5 |
|
|
|
|
|
|
|
312.7 |
|
|
|
(3,731.2 |
) |
|
|
|
|
Intercompany accounts
receivable |
|
|
37.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,883.3 |
|
|
|
1,487.4 |
|
|
|
(3,407.8 |
) |
|
|
|
|
Intercompany notes
receivable |
|
|
|
|
|
|
3,340.0 |
|
|
|
29.6 |
|
|
|
754.9 |
|
|
|
8.9 |
|
|
|
4,364.0 |
|
|
|
(8,497.4 |
) |
|
|
|
|
Long-term discontinued
operations receivable |
|
|
|
|
|
|
|
|
|
|
166.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
166.6 |
|
Deferred income taxes and
other noncurrent assets |
|
|
|
|
|
|
|
|
|
|
238.6 |
|
|
|
(18.3 |
) |
|
|
(76.8 |
) |
|
|
397.8 |
|
|
|
|
|
|
|
541.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,846.9 |
|
|
$ |
6,432.0 |
|
|
$ |
1,039.2 |
|
|
$ |
9,100.1 |
|
|
$ |
5,075.0 |
|
|
$ |
11,823.2 |
|
|
$ |
(30,332.0 |
) |
|
$ |
5,984.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
9.4 |
|
|
$ |
|
|
|
$ |
9.4 |
|
Accounts payable |
|
|
41.9 |
|
|
|
2.3 |
|
|
|
0.1 |
|
|
|
16.8 |
|
|
|
131.2 |
|
|
|
192.1 |
|
|
|
|
|
|
|
384.4 |
|
Accrued liabilities |
|
|
0.9 |
|
|
|
1.0 |
|
|
|
36.1 |
|
|
|
65.7 |
|
|
|
208.3 |
|
|
|
203.2 |
|
|
|
|
|
|
|
515.2 |
|
Current discontinued
operations liability |
|
|
|
|
|
|
|
|
|
|
43.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43.4 |
|
Current maturities of
long-term debt |
|
|
|
|
|
|
|
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
42.8 |
|
|
|
3.3 |
|
|
|
81.9 |
|
|
|
82.5 |
|
|
|
339.5 |
|
|
|
404.7 |
|
|
|
|
|
|
|
954.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
922.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
922.7 |
|
Intercompany accounts
payable |
|
|
|
|
|
|
26.9 |
|
|
|
214.2 |
|
|
|
3,166.7 |
|
|
|
|
|
|
|
|
|
|
|
(3,407.8 |
) |
|
|
|
|
Intercompany notes
payable |
|
|
154.7 |
|
|
|
1,520.9 |
|
|
|
|
|
|
|
1,274.7 |
|
|
|
1,773.7 |
|
|
|
3,773.4 |
|
|
|
(8,497.4 |
) |
|
|
|
|
Long-term discontinued
operations liability |
|
|
|
|
|
|
|
|
|
|
741.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
741.1 |
|
Other long-term liabilities |
|
|
|
|
|
|
|
|
|
|
43.4 |
|
|
|
122.1 |
|
|
|
69.7 |
|
|
|
167.4 |
|
|
|
|
|
|
|
402.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
197.5 |
|
|
|
1,551.1 |
|
|
|
1,080.6 |
|
|
|
5,568.7 |
|
|
|
2,182.9 |
|
|
|
4,345.5 |
|
|
|
(11,905.2 |
) |
|
|
3,021.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.7 |
|
Subsidiary preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
325.5 |
|
|
|
(325.5 |
) |
|
|
|
|
Subsidiary common stock |
|
|
|
|
|
|
3.1 |
|
|
|
|
|
|
|
|
|
|
|
7.6 |
|
|
|
301.4 |
|
|
|
(312.1 |
) |
|
|
|
|
Capital in excess of
par value |
|
|
2,626.2 |
|
|
|
3,276.1 |
|
|
|
|
|
|
|
756.6 |
|
|
|
1,559.2 |
|
|
|
2,215.0 |
|
|
|
(10,433.1 |
) |
|
|
|
|
Retained earnings |
|
|
41.5 |
|
|
|
1,751.0 |
|
|
|
88.5 |
|
|
|
3,040.6 |
|
|
|
1,380.5 |
|
|
|
4,926.4 |
|
|
|
(7,974.4 |
) |
|
|
3,254.1 |
|
Treasury stock |
|
|
(12.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12.5 |
) |
Accumulated other non-
owner changes in equity |
|
|
(7.5 |
) |
|
|
(149.3 |
) |
|
|
(129.9 |
) |
|
|
(265.8 |
) |
|
|
(55.2 |
) |
|
|
(290.6 |
) |
|
|
618.3 |
|
|
|
(280.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
2,649.4 |
|
|
|
4,880.9 |
|
|
|
(41.4 |
) |
|
|
3,531.4 |
|
|
|
2,892.1 |
|
|
|
7,477.7 |
|
|
|
(18,426.8 |
) |
|
|
2,963.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders equity |
|
$ |
2,846.9 |
|
|
$ |
6,432.0 |
|
|
$ |
1,039.2 |
|
|
$ |
9,100.1 |
|
|
$ |
5,075.0 |
|
|
$ |
11,823.2 |
|
|
$ |
(30,332.0 |
) |
|
$ |
5,984.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-45
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Consolidating Balance Sheets
December 31, 2008
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooper |
|
|
Cooper |
|
|
Cooper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries, |
|
|
Industries, |
|
|
US, |
|
|
|
|
|
|
Other |
|
|
Consolidating |
|
|
|
|
|
|
Ltd. |
|
|
LLC |
|
|
Inc. |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
|
|
|
$ |
81.6 |
|
|
$ |
1.3 |
|
|
$ |
175.9 |
|
|
$ |
|
|
|
$ |
258.8 |
|
Investments |
|
|
|
|
|
|
|
|
|
|
21.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.9 |
|
Receivables, less allowances |
|
|
|
|
|
|
|
|
|
|
0.5 |
|
|
|
521.8 |
|
|
|
489.1 |
|
|
|
|
|
|
|
1,011.4 |
|
Inventories |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
336.2 |
|
|
|
305.6 |
|
|
|
|
|
|
|
641.8 |
|
Current discontinued
operations receivable |
|
|
|
|
|
|
17.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17.5 |
|
Deferred income taxes and
other current assets |
|
|
10.8 |
|
|
|
24.8 |
|
|
|
79.6 |
|
|
|
33.1 |
|
|
|
98.2 |
|
|
|
|
|
|
|
246.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
10.8 |
|
|
|
42.3 |
|
|
|
183.6 |
|
|
|
892.4 |
|
|
|
1,068.8 |
|
|
|
|
|
|
|
2,197.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and
equipment, less
accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
61.2 |
|
|
|
324.3 |
|
|
|
342.7 |
|
|
|
|
|
|
|
728.2 |
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,266.4 |
|
|
|
1,300.9 |
|
|
|
|
|
|
|
2,567.3 |
|
Investment in subsidiaries |
|
|
2,541.5 |
|
|
|
587.4 |
|
|
|
4,438.5 |
|
|
|
1,116.9 |
|
|
|
2,734.1 |
|
|
|
(11,418.4 |
) |
|
|
|
|
Investment in parent |
|
|
|
|
|
|
|
|
|
|
3,532.7 |
|
|
|
|
|
|
|
312.7 |
|
|
|
(3,845.4 |
) |
|
|
|
|
Intercompany accounts
receivable |
|
|
|
|
|
|
903.8 |
|
|
|
|
|
|
|
1,546.2 |
|
|
|
1,564.2 |
|
|
|
(4,014.2 |
) |
|
|
|
|
Intercompany notes
receivable |
|
|
3,345.0 |
|
|
|
24.0 |
|
|
|
1,361.7 |
|
|
|
0.2 |
|
|
|
4,028.5 |
|
|
|
(8,759.4 |
) |
|
|
|
|
Long-term discontinued
operations receivable |
|
|
|
|
|
|
174.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
174.8 |
|
Deferred income taxes and
other noncurrent assets |
|
|
|
|
|
|
248.2 |
|
|
|
(9.0 |
) |
|
|
(116.5 |
) |
|
|
374.0 |
|
|
|
|
|
|
|
496.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
5,897.3 |
|
|
$ |
1,980.5 |
|
|
$ |
9,568.7 |
|
|
$ |
5,029.9 |
|
|
$ |
11,725.9 |
|
|
$ |
(28,037.4 |
) |
|
$ |
6,164.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
25.6 |
|
|
$ |
|
|
|
$ |
25.6 |
|
Accounts payable |
|
|
42.5 |
|
|
|
3.1 |
|
|
|
18.9 |
|
|
|
207.8 |
|
|
|
220.2 |
|
|
|
|
|
|
|
492.5 |
|
Accrued liabilities |
|
|
6.5 |
|
|
|
33.0 |
|
|
|
106.7 |
|
|
|
255.3 |
|
|
|
217.2 |
|
|
|
|
|
|
|
618.7 |
|
Current discontinued
operations liability |
|
|
|
|
|
|
50.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50.4 |
|
Current maturities of
long-term debt |
|
|
|
|
|
|
275.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
275.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
49.0 |
|
|
|
361.5 |
|
|
|
125.6 |
|
|
|
463.1 |
|
|
|
463.0 |
|
|
|
|
|
|
|
1,462.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
|
|
|
2.2 |
|
|
|
922.1 |
|
|
|
8.0 |
|
|
|
0.2 |
|
|
|
|
|
|
|
932.5 |
|
Intercompany accounts
payable |
|
|
10.6 |
|
|
|
|
|
|
|
4,003.6 |
|
|
|
|
|
|
|
|
|
|
|
(4,014.2 |
) |
|
|
|
|
Intercompany notes
payable |
|
|
1,155.7 |
|
|
|
851.6 |
|
|
|
1,217.1 |
|
|
|
1,742.0 |
|
|
|
3,793.0 |
|
|
|
(8,759.4 |
) |
|
|
|
|
Long-term discontinued
operations liability |
|
|
|
|
|
|
764.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
764.7 |
|
Other long-term liabilities |
|
|
|
|
|
|
49.8 |
|
|
|
62.0 |
|
|
|
70.0 |
|
|
|
216.3 |
|
|
|
|
|
|
|
398.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,215.3 |
|
|
|
2,029.8 |
|
|
|
6,330.4 |
|
|
|
2,283.1 |
|
|
|
4,472.5 |
|
|
|
(12,773.6 |
) |
|
|
3,557.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock |
|
|
2.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
|
|
1.7 |
|
Class B common stock |
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.1 |
) |
|
|
|
|
Subsidiary preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
325.5 |
|
|
|
(325.5 |
) |
|
|
|
|
Subsidiary common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
348.6 |
|
|
|
(348.6 |
) |
|
|
|
|
Capital in excess of
par value |
|
|
3,365.0 |
|
|
|
|
|
|
|
753.9 |
|
|
|
1,455.0 |
|
|
|
2,561.0 |
|
|
|
(8,134.9 |
) |
|
|
|
|
Retained earnings |
|
|
1,511.3 |
|
|
|
94.4 |
|
|
|
2,778.8 |
|
|
|
1,342.3 |
|
|
|
4,381.8 |
|
|
|
(7,173.2 |
) |
|
|
2,935.4 |
|
Accumulated other non-
owner changes in equity |
|
|
(197.4 |
) |
|
|
(143.7 |
) |
|
|
(294.4 |
) |
|
|
(50.5 |
) |
|
|
(363.5 |
) |
|
|
719.8 |
|
|
|
(329.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
4,682.0 |
|
|
|
(49.3 |
) |
|
|
3,238.3 |
|
|
|
2,746.8 |
|
|
|
7,253.4 |
|
|
|
(15,263.8 |
) |
|
|
2,607.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
shareholders equity |
|
$ |
5,897.3 |
|
|
$ |
1,980.5 |
|
|
$ |
9,568.7 |
|
|
$ |
5,029.9 |
|
|
$ |
11,725.9 |
|
|
$ |
(28,037.4 |
) |
|
$ |
6,164.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-46
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Consolidating Statements of Cash Flows
Year Ended December 31, 2009
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooper |
|
|
Cooper |
|
|
Cooper |
|
|
Cooper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries |
|
|
Industries, |
|
|
Industries, |
|
|
US, |
|
|
|
|
|
|
Other |
|
|
Consolidating |
|
|
|
|
|
|
Plc |
|
|
Ltd. |
|
|
LLC |
|
|
Inc. |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Net cash provided by (used in)
operating activities |
|
$ |
0.4 |
|
|
$ |
(19.6 |
) |
|
$ |
3.0 |
|
|
$ |
(11.3 |
) |
|
$ |
405.9 |
|
|
$ |
373.5 |
|
|
$ |
|
|
|
$ |
751.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from short-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22.9 |
|
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18.4 |
) |
|
|
(62.0 |
) |
|
|
(46.3 |
) |
|
|
|
|
|
|
(126.7 |
) |
Cash paid for acquired businesses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.7 |
) |
|
|
(42.3 |
) |
|
|
(8.4 |
) |
|
|
|
|
|
|
(61.4 |
) |
Investments in affiliates |
|
|
|
|
|
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
(46.8 |
) |
|
|
|
|
|
|
|
|
|
|
47.1 |
|
|
|
|
|
Loans to affiliates |
|
|
|
|
|
|
|
|
|
|
(5.5 |
) |
|
|
(620.7 |
) |
|
|
(8.7 |
) |
|
|
(2,072.3 |
) |
|
|
2,707.2 |
|
|
|
|
|
Repayments of loans from affiliates |
|
|
|
|
|
|
5.0 |
|
|
|
|
|
|
|
467.7 |
|
|
|
|
|
|
|
1,720.5 |
|
|
|
(2,193.2 |
) |
|
|
|
|
Dividends from affiliates |
|
|
|
|
|
|
|
|
|
|
11.4 |
|
|
|
107.9 |
|
|
|
42.5 |
|
|
|
8.0 |
|
|
|
(169.8 |
) |
|
|
|
|
Proceeds from sales of property, plant
and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.4 |
|
|
|
|
|
|
|
7.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
investing activities |
|
|
|
|
|
|
4.9 |
|
|
|
5.7 |
|
|
|
(98.1 |
) |
|
|
(70.5 |
) |
|
|
(391.1 |
) |
|
|
391.3 |
|
|
|
(157.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.8 |
) |
Repayments of debt |
|
|
|
|
|
|
|
|
|
|
(275.0 |
) |
|
|
|
|
|
|
(8.0 |
) |
|
|
(16.6 |
) |
|
|
|
|
|
|
(299.6 |
) |
Borrowings from affiliates |
|
|
154.7 |
|
|
|
2,362.9 |
|
|
|
|
|
|
|
112.1 |
|
|
|
31.5 |
|
|
|
46.0 |
|
|
|
(2,707.2 |
) |
|
|
|
|
Repayments of loans to affiliates |
|
|
|
|
|
|
(2,070.6 |
) |
|
|
|
|
|
|
(46.6 |
) |
|
|
|
|
|
|
(76.0 |
) |
|
|
2,193.2 |
|
|
|
|
|
Other intercompany financing activities |
|
|
(12.5 |
) |
|
|
19.2 |
|
|
|
266.3 |
|
|
|
(10.7 |
) |
|
|
(359.9 |
) |
|
|
97.6 |
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
(167.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(167.4 |
) |
Dividends paid to affiliates |
|
|
|
|
|
|
(107.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(62.2 |
) |
|
|
169.8 |
|
|
|
|
|
Purchases of common shares |
|
|
|
|
|
|
(26.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26.0 |
) |
Purchases of treasury shares |
|
|
(12.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12.5 |
) |
Excess tax benefits from stock options
and awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.7 |
|
Issuance of stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47.1 |
|
|
|
(47.1 |
) |
|
|
|
|
Proceeds from exercise of stock
options and other |
|
|
15.9 |
|
|
|
4.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
financing activities |
|
|
145.6 |
|
|
|
14.7 |
|
|
|
(8.7 |
) |
|
|
55.7 |
|
|
|
(336.4 |
) |
|
|
35.9 |
|
|
|
(391.3 |
) |
|
|
(484.5 |
) |
Effect of exchange rate changes on cash
and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.2 |
|
|
|
|
|
|
|
13.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash
equivalents |
|
|
146.0 |
|
|
|
|
|
|
|
|
|
|
|
(53.7 |
) |
|
|
(1.0 |
) |
|
|
31.5 |
|
|
|
|
|
|
|
122.8 |
|
Cash and cash equivalents, beginning of
period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81.6 |
|
|
|
1.3 |
|
|
|
175.9 |
|
|
|
|
|
|
|
258.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
146.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
27.9 |
|
|
$ |
0.3 |
|
|
$ |
207.4 |
|
|
$ |
|
|
|
$ |
381.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-47
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Consolidating Statements of Cash Flows
Year Ended December 31, 2008
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooper |
|
|
Cooper |
|
|
Cooper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries, |
|
|
Industries, |
|
|
US, |
|
|
|
|
|
|
Other |
|
|
Consolidating |
|
|
|
|
|
|
Ltd. |
|
|
LLC |
|
|
Inc |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Net cash provided by (used in)
operating activities |
|
$ |
(58.3 |
) |
|
$ |
53.0 |
|
|
$ |
(78.2 |
) |
|
$ |
307.3 |
|
|
$ |
672.6 |
|
|
$ |
|
|
|
$ |
896.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments |
|
|
|
|
|
|
|
|
|
|
65.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65.7 |
|
Cash restricted for business
acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
290.1 |
|
|
|
|
|
|
|
290.1 |
|
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
(18.1 |
) |
|
|
(52.4 |
) |
|
|
(66.5 |
) |
|
|
|
|
|
|
(137.0 |
) |
Cash paid for acquired businesses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.2 |
) |
|
|
(291.8 |
) |
|
|
|
|
|
|
(297.0 |
) |
Investments in affiliates |
|
|
(0.1 |
) |
|
|
|
|
|
|
(23.1 |
) |
|
|
(7.5 |
) |
|
|
|
|
|
|
30.7 |
|
|
|
|
|
Loans to affiliates |
|
|
(189.8 |
) |
|
|
|
|
|
|
(718.0 |
) |
|
|
|
|
|
|
(1,315.2 |
) |
|
|
2,223.0 |
|
|
|
|
|
Repayments of loans from
affiliates |
|
|
346.8 |
|
|
|
1.8 |
|
|
|
490.2 |
|
|
|
0.1 |
|
|
|
1,042.8 |
|
|
|
(1,881.7 |
) |
|
|
|
|
Dividends from affiliates |
|
|
|
|
|
|
|
|
|
|
129.8 |
|
|
|
|
|
|
|
10.6 |
|
|
|
(140.4 |
) |
|
|
|
|
Proceeds from sales of property,
plant and equipment and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
|
|
1.4 |
|
|
|
|
|
|
|
1.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
investing activities |
|
|
156.9 |
|
|
|
1.8 |
|
|
|
(73.5 |
) |
|
|
(64.6 |
) |
|
|
(328.6 |
) |
|
|
231.6 |
|
|
|
(76.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuances of debt |
|
|
|
|
|
|
|
|
|
|
297.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
297.6 |
|
Debt issuance costs |
|
|
|
|
|
|
|
|
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.6 |
) |
Proceeds from debt derivatives |
|
|
|
|
|
|
|
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.5 |
|
Repayments of debt |
|
|
|
|
|
|
(100.0 |
) |
|
|
(228.7 |
) |
|
|
|
|
|
|
(68.5 |
) |
|
|
|
|
|
|
(397.2 |
) |
Borrowings from affiliates |
|
|
1,701.4 |
|
|
|
159.1 |
|
|
|
90.3 |
|
|
|
3.2 |
|
|
|
269.0 |
|
|
|
(2,223.0 |
) |
|
|
|
|
Repayments of loans to affiliates |
|
|
(1,336.1 |
) |
|
|
|
|
|
|
(159.2 |
) |
|
|
(3.0 |
) |
|
|
(383.4 |
) |
|
|
1,881.7 |
|
|
|
|
|
Other intercompany financing
activities |
|
|
(26.2 |
) |
|
|
(113.9 |
) |
|
|
558.6 |
|
|
|
(240.5 |
) |
|
|
(191.3 |
) |
|
|
13.3 |
|
|
|
|
|
Dividends |
|
|
(170.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(170.3 |
) |
Dividends paid to affiliates |
|
|
(140.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140.4 |
|
|
|
|
|
Purchases of common shares |
|
|
(141.6 |
) |
|
|
|
|
|
|
(375.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(517.2 |
) |
Issuance of stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30.7 |
|
|
|
(30.7 |
) |
|
|
|
|
Excess tax benefits from stock
options and awards |
|
|
|
|
|
|
|
|
|
|
10.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2 |
|
Proceeds from exercise of stock
options and other |
|
|
13.3 |
|
|
|
|
|
|
|
17.1 |
|
|
|
|
|
|
|
|
|
|
|
(13.3 |
) |
|
|
17.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
financing activities |
|
|
(99.9 |
) |
|
|
(54.8 |
) |
|
|
210.2 |
|
|
|
(240.3 |
) |
|
|
(343.5 |
) |
|
|
(231.6 |
) |
|
|
(759.9 |
) |
Effect of exchange rate changes
on cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34.1 |
) |
|
|
|
|
|
|
(34.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and
cash equivalents |
|
|
(1.3 |
) |
|
|
|
|
|
|
58.5 |
|
|
|
2.4 |
|
|
|
(33.6 |
) |
|
|
|
|
|
|
26.0 |
|
Cash and cash equivalents,
beginning of period |
|
|
1.3 |
|
|
|
|
|
|
|
23.1 |
|
|
|
(1.1 |
) |
|
|
209.5 |
|
|
|
|
|
|
|
232.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end
of period |
|
$ |
|
|
|
$ |
|
|
|
$ |
81.6 |
|
|
$ |
1.3 |
|
|
$ |
175.9 |
|
|
$ |
|
|
|
$ |
258.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-48
COOPER INDUSTRIES PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Consolidating Statements of Cash Flows
Year Ended December 31, 2007
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooper |
|
|
Cooper |
|
|
Cooper |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries, |
|
|
Industries, |
|
|
US, |
|
|
|
|
|
|
Other |
|
|
Consolidating |
|
|
|
|
|
|
Ltd. |
|
|
LLC |
|
|
Inc |
|
|
Guarantors |
|
|
Subsidiaries |
|
|
Adjustments |
|
|
Total |
|
Net cash provided by (used
in) operating activities |
|
$ |
(33.5 |
) |
|
$ |
(80.8 |
) |
|
$ |
(192.8 |
) |
|
$ |
329.1 |
|
|
$ |
773.3 |
|
|
$ |
|
|
|
$ |
795.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments |
|
|
|
|
|
|
|
|
|
|
(93.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(93.7 |
) |
Cash restricted for business
acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(290.1 |
) |
|
|
|
|
|
|
(290.1 |
) |
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
(27.1 |
) |
|
|
(52.5 |
) |
|
|
(35.9 |
) |
|
|
|
|
|
|
(115.5 |
) |
Cash paid for acquired
businesses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(75.0 |
) |
|
|
(261.1 |
) |
|
|
|
|
|
|
(336.1 |
) |
Investments in affiliates |
|
|
|
|
|
|
|
|
|
|
(356.0 |
) |
|
|
(16.1 |
) |
|
|
|
|
|
|
372.1 |
|
|
|
|
|
Loans to affiliates |
|
|
(222.4 |
) |
|
|
|
|
|
|
(417.4 |
) |
|
|
|
|
|
|
(1,070.6 |
) |
|
|
1,710.4 |
|
|
|
|
|
Repayments of loans from
affiliates |
|
|
151.9 |
|
|
|
|
|
|
|
|
|
|
|
0.5 |
|
|
|
1,045.3 |
|
|
|
(1,197.7 |
) |
|
|
|
|
Dividends from affiliates |
|
|
|
|
|
|
|
|
|
|
105.8 |
|
|
|
47.1 |
|
|
|
6.7 |
|
|
|
(159.6 |
) |
|
|
|
|
Proceeds from sales of
property, plant and
equipment and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.8 |
|
|
|
|
|
|
|
1.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
investing activities |
|
|
(70.5 |
) |
|
|
|
|
|
|
(788.4 |
) |
|
|
(96.0 |
) |
|
|
(603.9 |
) |
|
|
725.2 |
|
|
|
(833.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuances of debt |
|
|
|
|
|
|
|
|
|
|
528.7 |
|
|
|
|
|
|
|
18.6 |
|
|
|
|
|
|
|
547.3 |
|
Debt issuance costs |
|
|
|
|
|
|
|
|
|
|
(2.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.7 |
) |
Proceeds from debt derivatives |
|
|
|
|
|
|
|
|
|
|
10.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.0 |
|
Repayments of debt |
|
|
|
|
|
|
(300.0 |
) |
|
|
|
|
|
|
|
|
|
|
(3.3 |
) |
|
|
|
|
|
|
(303.3 |
) |
Borrowings from affiliates |
|
|
899.7 |
|
|
|
361.8 |
|
|
|
448.9 |
|
|
|
|
|
|
|
|
|
|
|
(1,710.4 |
) |
|
|
|
|
Repayments of loans to affiliates |
|
|
(710.3 |
) |
|
|
|
|
|
|
(485.7 |
) |
|
|
|
|
|
|
(1.7 |
) |
|
|
1,197.7 |
|
|
|
|
|
Other intercompany financing
activities |
|
|
229.7 |
|
|
|
19.0 |
|
|
|
294.7 |
|
|
|
(231.4 |
) |
|
|
(201.8 |
) |
|
|
(110.2 |
) |
|
|
|
|
Dividends |
|
|
(154.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(154.3 |
) |
Dividends paid to affiliates |
|
|
(114.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(44.9 |
) |
|
|
159.6 |
|
|
|
|
|
Purchases of common shares |
|
|
(255.3 |
) |
|
|
|
|
|
|
(88.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(343.9 |
) |
Issuance of stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62.9 |
|
|
|
(62.9 |
) |
|
|
|
|
Excess tax benefits from stock
options and awards |
|
|
|
|
|
|
|
|
|
|
25.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25.8 |
|
Proceeds from exercise of stock
options and other |
|
|
199.0 |
|
|
|
|
|
|
|
68.3 |
|
|
|
|
|
|
|
|
|
|
|
(199.0 |
) |
|
|
68.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
financing activities |
|
|
93.8 |
|
|
|
80.8 |
|
|
|
799.4 |
|
|
|
(231.4 |
) |
|
|
(170.2 |
) |
|
|
(725.2 |
) |
|
|
(152.8 |
) |
Effect of exchange rate
changes on cash and cash
equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4 |
|
|
|
|
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and
cash equivalents |
|
|
(10.2 |
) |
|
|
|
|
|
|
(181.8 |
) |
|
|
1.7 |
|
|
|
(0.4 |
) |
|
|
|
|
|
|
(190.7 |
) |
Cash and cash equivalents,
beginning of period |
|
|
11.5 |
|
|
|
|
|
|
|
204.9 |
|
|
|
(2.8 |
) |
|
|
209.9 |
|
|
|
|
|
|
|
423.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end
of period |
|
$ |
1.3 |
|
|
$ |
|
|
|
$ |
23.1 |
|
|
$ |
(1.1 |
) |
|
$ |
209.5 |
|
|
$ |
|
|
|
$ |
232.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-49