Cooper Industries Integration on Track
2013 Earnings
Guidance Affirmed
DUBLIN -- (Business Wire)
Diversified industrial manufacturer Eaton Corporation plc (NYSE:ETN)
today announced record quarterly sales and operating profits, driven by
the acquisition of Cooper Industries. Sales in the first quarter of 2013
were $5.31 billion, 34 percent above the same period in 2012. Operating
earnings for the first quarter of 2013, excluding charges of $22 million
to integrate recent acquisitions, were a record $400 million, an
increase of 28 percent over 2012. Operating earnings per share, which
exclude charges of $0.05 per share to integrate recent acquisitions,
were $0.84 for the first quarter of 2013. This result is a decrease of 9
percent from the first quarter of 2012, reflecting the shares issued as
part of the acquisition of Cooper Industries and the purchase price
accounting charges resulting from the transaction.
Alexander M. Cutler, Eaton chairman and chief executive officer, said,
“Our first quarter results are a solid start to the year, coming in
above the high end of our guidance despite markets being slightly weaker
than our expectations. We were able to generate attractive operating
margins, reflecting our enhanced portfolio as a result of the Cooper
Industries acquisition and our continued focus on productivity
improvements.
“Our 34 percent sales growth in the first quarter consisted of a decline
of 5 percent in core sales and a 1 percent decline from currency
translation, offset by 40 percent growth from acquisitions,” said
Cutler. “Our markets in the first quarter were lower than a year ago,
reflecting a continuation of the sluggish economic conditions
experienced in many parts of the world during the second half of 2012.
“We entered 2013 expecting it would be a year of subpar global economic
growth, leading to approximately 2 to 3 percent growth in our markets,”
said Cutler. “We continue to believe our markets will grow 2 to 3
percent in 2013, most likely toward the lower end of the range.
“We anticipate operating earnings per share for the second quarter of
2013, which exclude an estimated $25 million of charges to integrate our
recent acquisitions, to be between $1.05 and $1.15,” said Cutler. “There
are two primary drivers of the expected increase in second quarter
operating earnings per share over the first quarter: first, seasonally
higher volumes, since our sales in the second quarter are typically 5 to
10 percent higher, and second, the absence of purchase price inventory
expense in the second quarter related to the Cooper Industries
acquisition.
“We are maintaining our guidance for full year operating earnings per
share of between $4.05 and $4.45,” said Cutler. “2013 is a year in which
our results will depend more on our execution than on global growth. We
are off to a great start this year, with our execution driving stronger
than expected results in the first quarter. Based on the midpoint of our
guidance, our operating earnings per share in 2013 will grow 8 percent.”
Business Segment Results
Sales for the Electrical Products segment were $1.7 billion, up 87
percent over 2012, reflecting the impact of the Cooper Industries
acquisition. Operating profits were $241 million. Excluding acquisition
integration charges of $3 million during the quarter, operating profits
were $244 million, up 76 percent over the first quarter of 2012.
“Our bookings in the Electrical Products segment were down 3 percent
from the combined bookings of Eaton and legacy Cooper in the first
quarter a year ago,” said Cutler.
Sales for the Electrical Systems and Services segment were $1.5 billion,
up 79 percent over the first quarter of 2012, reflecting the impact of
the Cooper Industries acquisition. The segment reported operating
profits of $210 million. Excluding acquisition integration charges of $5
million during the quarter, operating profits were $215 million, up 176
percent. Combined bookings in the quarter increased 2 percent compared
to the first quarter of 2012.
“In both of our Electrical segments, our end markets were strongest in
the U.S., the Middle East and Latin America, with mixed conditions in
Asia Pacific and weakness in Europe,” said Cutler. “We believe sales
will improve during the balance of the year, in line with the normal
seasonal pattern of demand.”
Hydraulics segment sales were $756 million, an increase of 3 percent
compared to the first quarter of 2012. Sales growth was driven by
revenues from acquisitions completed in 2012, which accounted for 13
percent growth, offset by a 9 percent decline in core sales and a 1
percent decline from currency translation. Operating profits in the
first quarter were $78 million. Excluding acquisition integration
charges of $12 million, operating profits were $90 million, a decline of
18 percent.
“The hydraulics markets in the first quarter grew modestly compared to
the fourth quarter,” said Cutler. “Compared to strong conditions in the
first quarter of 2012, the year-over-year comparisons are negative.
Reflecting this, our bookings in the quarter declined 8 percent from the
first quarter of 2012.”
Aerospace segment sales were $434 million, up 1 percent over the first
quarter of 2012. Operating profits in the first quarter were $62
million, an increase of 3 percent compared to a year earlier.
“Aerospace markets grew modestly in the first quarter, with strongest
growth in the commercial OEM market,” said Cutler.
The Vehicle segment posted sales of $939 million, down 11 percent
compared to the first quarter of 2012. The segment reported operating
profits in the first quarter of $132 million, a decrease of 18 percent
from the first quarter of 2012.
“Continuing the trends we saw in the second half of last year, our NAFTA
and European customers experienced generally weaker market conditions,”
said Cutler.
Notice of conference call: Eaton’s conference call to discuss its
first quarter results is available to all interested parties as a live
audio webcast today at 10 a.m. United States Eastern time via a link on
the center of Eaton’s home page. This news release can be accessed under
its headline on the home page. Also available on the website prior to
the call will be a presentation on first quarter results, which will be
covered during the call.
This news release contains forward-looking statements concerning second
quarter and full year 2013 operating earnings per share, acquisition
integration charges, and the performance of our worldwide markets. These
statements should be used with caution and are subject to various risks
and uncertainties, many of which are outside the company’s control. The
following factors could cause actual results to differ materially from
those in the forward-looking statements: unanticipated changes in the
markets for the company’s business segments; unanticipated downturns in
business relationships with customers or their purchases from us;
competitive pressures on sales and pricing; increases in the cost of
material and other production costs, or unexpected costs that cannot be
recouped in product pricing; the introduction of competing technologies;
unexpected technical or marketing difficulties; unexpected claims,
charges, litigation or dispute resolutions; strikes or other labor
unrest; the performance of recent acquisitions; unanticipated
difficulties integrating acquisitions; new laws and governmental
regulations; interest rate changes; stock market and currency
fluctuations; and unanticipated deterioration of economic and financial
conditions in the United States and around the world. We do not assume
any obligation to update these forward-looking statements.
Financial Results
The company’s comparative financial results for the three months ended
March 31, 2013 are available on the company’s website, www.eaton.com.
Eaton is a diversified power management company providing
energy-efficient solutions that help our customers effectively manage
electrical, hydraulic and mechanical power. A global technology leader,
Eaton acquired Cooper Industries plc in November 2012. The 2012 revenue
of the combined companies was $21.8 billion on a pro forma basis. Eaton
has approximately 103,000 employees and sells products to customers in
more than 175 countries. For more information, visit www.eaton.com.
|
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| | |
| | | | | | | | |
|
| EATON CORPORATION plc | | | | | | | | | |
| CONSOLIDATED STATEMENTS OF INCOME | | | | | | | | | |
| | | | | | | | |
|
| | | | |
|
Three months ended March 31
| |
| | | | |
|
|
(In millions except for per share data)
| | | | |
2013
| | |
2012
|
| Net sales | | | | |
$
|
5,310
| | | |
$
|
3,960
|
|
| | | | | | | | |
|
|
Cost of products sold
| | | | |
3,735
| | | |
2,754
| |
|
Selling and administrative expense
| | | | |
958
| | | |
702
| |
|
Research and development expense
| | | | |
152
| | | |
105
| |
|
Interest expense-net
| | | | |
75
| | | |
28
| |
|
Other (income) expense-net
| | | | |
(10
|
)
| | |
3
|
|
| Income before income taxes | | | | |
400
| | | |
368
| |
|
Income tax expense
| | | | |
20
|
| | |
57
|
|
| Net income | | | | |
380
| | | |
311
| |
|
Less net income for noncontrolling interests
| | | | |
(2
|
)
| | |
—
|
|
| Net income attributable to Eaton ordinary shareholders | | | | |
$
|
378
|
| | |
$
|
311
|
|
| | | | | | | | |
|
| Net income per ordinary share | | | | | | | | | |
|
Diluted
| | | | |
$
|
0.79
| | | |
$
|
0.91
| |
|
Basic
| | | | |
0.80
| | | |
0.93
| |
| | | | | | | | |
|
| Weighted-average number of ordinary shares outstanding | | | | | | | | | |
|
Diluted
| | | | |
475.1
| | | |
339.8
| |
|
Basic
| | | | |
471.9
| | | |
335.4
| |
| | | | | | | | |
|
| Cash dividends declared per ordinary share | | | | |
$
|
0.42
| | | |
$
|
0.38
| |
| | | | | | | | |
|
Reconciliation of net income attributable to Eaton ordinary
shareholders to operating earnings | | | | | | | | | |
|
Net income attributable to Eaton ordinary shareholders
| | | | |
$
|
378
| | | |
$
|
311
| |
|
Excluding acquisition integration charges and transaction costs
(after-tax)
| | | | |
22
|
| | |
2
|
|
| Operating earnings | | | | |
$
|
400
|
| | |
$
|
313
|
|
| | | | | | | | |
|
|
Net income per ordinary share - diluted
| | | | |
$
|
0.79
| | | |
$
|
0.91
| |
Excluding per share impact of acquisition integration charges and
transaction costs (after-tax)
| | | | |
0.05
|
| | |
0.01
|
|
| Operating earnings per ordinary share | | | | |
$
|
0.84
|
| | |
$
|
0.92
|
|
See accompanying notes.
|
|
|
|
| |
|
| |
| | | | | | | |
|
| | | | | | | |
|
| EATON CORPORATION plc | | | | | | | | |
| BUSINESS SEGMENT INFORMATION | | | | | | | | |
| | | | | | | |
|
| | | | |
|
Three months ended March 31
|
|
| | | | |
|
(In millions)
| | | | |
2013
| | |
2012
|
| Net sales | | | | | | | | |
|
Electrical Products
| | | | |
$
|
1,660
| | | |
$
|
886
| |
|
Electrical Systems and Services
| | | | |
1,521
| | | |
852
| |
|
Hydraulics
| | | | |
756
| | | |
735
| |
|
Aerospace
| | | | |
434
| | | |
430
| |
|
Vehicle
| | | | |
939
|
| | |
1,057
|
|
| Total net sales | | | | |
$
|
5,310
|
| | |
$
|
3,960
|
|
| | | | | | | |
|
| Segment operating profit | | | | | | | | |
|
Electrical Products
| | | | |
$
|
241
| | | |
$
|
139
| |
|
Electrical Systems and Services
| | | | |
210
| | | |
76
| |
|
Hydraulics
| | | | |
78
| | | |
109
| |
|
Aerospace
| | | | |
62
| | | |
60
| |
|
Vehicle
| | | | |
132
|
| | |
160
|
|
| Total segment operating profit | | | | |
723
| | | |
544
| |
| | | | | | | |
|
| Corporate | | | | | | | | |
|
Amortization of intangible assets
| | | | |
(107
|
)
| | |
(42
|
)
|
|
Interest expense-net
| | | | |
(75
|
)
| | |
(28
|
)
|
|
Pension and other postretirement benefits expense
| | | | |
(38
|
)
| | |
(41
|
)
|
|
Inventory step-up adjustment
| | | | |
(33
|
)
| | |
(2
|
)
|
|
Other corporate expense-net
| | | | |
(70
|
)
| | |
(63
|
)
|
| Income before income taxes | | | | |
400
| | | |
368
| |
|
Income tax expense
| | | | |
20
|
| | |
57
|
|
| Net income | | | | |
380
| | | |
311
| |
|
Less net income for noncontrolling interests
| | | | |
(2
|
)
| | |
—
|
|
| Net income attributable to Eaton ordinary shareholders | | | | |
$
|
378
|
| | |
$
|
311
|
|
See accompanying notes.
|
|
|
|
| |
|
| |
| | | | | | | |
|
| | | | | | | |
|
| EATON CORPORATION plc | | | | | | | | |
| CONDENSED CONSOLIDATED BALANCE SHEETS | | | | | | | | |
| | | | | | | |
|
| | | | |
March 31, 2013
| | |
December 31, 2012
|
|
(In millions)
| | | | | | |
| Assets | | | | | | | | |
|
Current assets
| | | | | | | | |
|
Cash
| | | | |
$
|
639
| | |
$
|
577
|
|
Short-term investments
| | | | |
397
| | |
527
|
|
Accounts receivable-net
| | | | |
3,685
| | |
3,510
|
|
Inventory
| | | | |
2,394
| | |
2,349
|
|
Deferred income taxes
| | | | |
459
| | |
449
|
|
Prepaid expenses and other current assets
| | | | |
622
| | |
432
|
|
Total current assets
| | | | |
8,196
| | |
7,844
|
| | | | | | | |
|
|
Property, plant and equipment-net
| | | | |
3,841
| | |
3,877
|
| | | | | | | |
|
|
Other noncurrent assets
| | | | | | | | |
|
Goodwill
| | | | |
14,275
| | |
14,396
|
|
Other intangible assets
| | | | |
6,664
| | |
6,779
|
|
Deferred income taxes
| | | | |
1,103
| | |
1,254
|
|
Other assets
| | | | |
898
| | |
1,698
|
|
Total assets
| | | | |
$
|
34,977
| | |
$
|
35,848
|
| | | | | | | |
|
| Liabilities and shareholders’ equity | | | | | | | | |
|
Current liabilities
| | | | | | | | |
|
Short-term debt
| | | | |
$
|
84
| | |
$
|
757
|
|
Current portion of long-term debt
| | | | |
569
| | |
314
|
|
Accounts payable
| | | | |
1,978
| | |
1,879
|
|
Accrued compensation
| | | | |
318
| | |
463
|
|
Other current liabilities
| | | | |
1,954
| | |
2,018
|
|
Total current liabilities
| | | | |
4,903
| | |
5,431
|
| | | | | | | |
|
|
Noncurrent liabilities
| | | | | | | | |
|
Long-term debt
| | | | |
9,473
| | |
9,762
|
|
Pension liabilities
| | | | |
1,794
| | |
1,997
|
|
Other postretirement benefits liabilities
| | | | |
728
| | |
732
|
|
Deferred income taxes
| | | | |
2,007
| | |
2,024
|
|
Other noncurrent liabilities
| | | | |
862
| | |
774
|
|
Total noncurrent liabilities
| | | | |
14,864
| | |
15,289
|
| | | | | | | |
|
|
Shareholders’ equity
| | | | | | | | |
|
Eaton shareholders’ equity
| | | | |
15,167
| | |
15,086
|
|
Noncontrolling interests
| | | | |
43
| | |
42
|
|
Total equity
| | | | |
15,210
| | |
15,128
|
|
Total liabilities and equity
| | | | |
$
|
34,977
| | |
$
|
35,848
|
See accompanying notes.
EATON CORPORATION plc
NOTES TO THE FIRST QUARTER 2013
EARNINGS RELEASE
Amounts are in millions of dollars unless indicated otherwise (per share
data assume dilution).
This earnings release includes certain non-GAAP financial measures.
These financial measures include operating earnings, operating earnings
per ordinary share, and operating profit before acquisition integration
charges and transaction costs for each business segment as well as
corporate expense, each of which excludes amounts that differ from the
most directly comparable measure calculated in accordance with generally
accepted accounting principles (GAAP). A reconciliation of each of these
financial measures to the most directly comparable GAAP measure is
included in this earnings release. Management believes that these
financial measures are useful to investors because they exclude
transactions of an unusual nature, allowing investors to more easily
compare Eaton's financial performance period to period. Management uses
this information in monitoring and evaluating the on-going performance
of Eaton and each business segment.
Note 1. ACQUISITIONS AND SALE OF BUSINESSES
In 2012, Eaton acquired businesses in separate transactions. The
Consolidated Statements of Income include the results of these
businesses from the dates of the transactions. These transactions and
the related annual sales prior to acquisition are summarized below:
|
Acquired businesses
|
|
|
|
|
Date of
transaction
|
|
|
Business
segment
|
|
|
Annual sales
|
|
Cooper Industries plc (Cooper)
| | | | |
November 30,
| | |
Electrical
| | |
$5,409
|
| A diversified global manufacturer of electrical products and
systems, with brands including Bussmann electrical and electronic
fuses; Crouse-Hinds and CEAG explosion-proof electrical equipment;
Halo and Metalux lighting fixtures; and Kyle and McGraw-Edison power
systems products. | | | | |
2012
| | |
Products; Electrical Systems and Services
| | |
for 2011
|
| | | | | | | | | | |
|
|
Rolec Comercial e Industrial S.A.
| | | | |
September 28,
| | |
Electrical
| | |
$85 for the
|
| A Chilean manufacturer of integrated power assemblies and low-
and medium-voltage switchgear, and a provider of engineering
services serving mining and other heavy industrial applications in
Chile and Peru. | | | | |
2012
| | |
Systems and Services
| | |
12 months ended September 30, 2012
|
| | | | | | | | | | |
|
|
Jeil Hydraulics Co., Ltd.
| | | | |
July 6,
| | |
Hydraulics
| | |
$189
|
| A Korean manufacturer of track drive motors, swing drive motors,
main control valves and remote control valves for the construction
equipment market. | | | | |
2012
| | | | | |
for 2011
|
| | | | | | | | | | |
|
|
Polimer Kaucuk Sanayi ve Pazarlama A.S.
| | | | |
June 1,
| | |
Hydraulics
| | |
$335
|
| A Turkish manufacturer of hydraulic and industrial hose for
construction, mining, agriculture, oil and gas, manufacturing, food
and beverage, and chemicals markets. This business sells its
products under the SEL brand name. | | | | |
2012
| | | | | |
for 2011
|
| | | | | | | | | | |
|
|
Gycom Electrical Low-Voltage Power Distribution, Control and
Automation
| | | | |
June 1,
| | |
Electrical
| | |
$24
|
| A Swedish electrical low-voltage power distribution, control and
automation components business. | | | | |
2012
| | |
Systems and Services
| | |
for 2011
|
| | | | | | | | | | |
|
Sale of Apex Tool Group, LLC
On October 10, 2012, Cooper and Danaher announced they had entered into
a definitive agreement to sell Apex Tool Group, LLC (Apex) to Bain
Capital for approximately $1.6 billion subject to post-closing
adjustments. On February 1, 2013, the sale of Apex was completed.
Note 2. ACQUISITION INTEGRATION CHARGES AND TRANSACTION COSTS
Eaton incurs integration charges and transaction costs related to
acquired businesses. A summary of these charges follows:
|
|
|
|
|
Three months ended March 31
|
| | | | |
Acquisition integration charges and transaction costs
|
|
|
Operating profit as reported
|
|
|
Operating profit excluding acquisition integration
charges
|
| | | | |
2013
|
|
2012
| | |
2013
|
|
2012
| | |
2013
|
|
2012
|
| Acquisition integration charges | | | | | | | | | | | | | | | | | |
|
Electrical Products
| | | | |
$
|
3
| | |
$
|
—
| | | |
$
|
241
| | |
$
|
139
| | | |
$
|
244
| | |
$
|
139
| |
|
Electrical Systems and Services
| | | | |
5
| | |
2
| | | |
210
| | |
76
| | | |
215
| | |
78
| |
|
Hydraulics
| | | | |
12
| | |
1
| | | |
78
| | |
109
| | | |
90
| | |
110
| |
|
Aerospace
| | | | |
—
| | |
—
| | | |
62
| | |
60
| | | |
62
| | |
60
| |
|
Vehicle
| | | | |
—
|
| |
—
|
| | |
132
|
| |
160
|
| | |
132
|
| |
160
|
|
|
Total business segments
| | | | |
20
| | |
3
| | | |
$
|
723
|
| |
$
|
544
|
| | |
$
|
743
|
| |
$
|
547
|
|
|
Corporate integration charges
| | | | |
6
|
| |
—
|
| | | | | | | | | | |
|
Total acquisition integration charges
| | | | |
$
|
26
|
| |
$
|
3
|
| | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
| Transaction costs | | | | | | | | | | | | | | | | | |
|
Corporate transaction costs
| | | | |
$
|
5
|
| |
$
|
—
|
| | | | | | | | | | |
|
Total transaction costs
| | | | |
$
|
5
|
| |
$
|
—
|
| | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
| Total acquisition integration charges and | | | | | | | | | | | | | | | | | | | | | |
| transaction costs before income taxes | | | | |
$
|
31
|
| |
$
|
3
|
| | | | | | | | | | |
|
Total after income taxes
| | | | |
$
|
22
| | |
$
|
2
| | | | | | | | | | | |
|
Per ordinary share - diluted
| | | | |
$
|
0.05
| | |
$
|
0.01
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
|
Business segment integration charges for the first quarter of 2013 were
related primarily to Cooper, Polimer Kaucuk Sanayi ve Pazarlama, Jeil
Hydraulics, and Rolec Comercial e Industrial S.A. Business segment
integration charges for the first quarter of 2012 were related primarily
to ACTOM Low Voltage, E. Begerow GmbH & Co. KG, Tuthill Coupling Group
and Internormen Technology Group. These charges were included in Cost of
products sold or Selling and administrative expense, as appropriate. In
Business Segment Information the charges reduced Operating profit of the
related business segment.
Corporate integration charges in 2013 were related to the acquisition of
Cooper. These charges were included in Selling and administrative
expense. In Business Segment Information the charges were included in
Other corporate expense-net.
Acquisition-related transaction costs, such as investment banking,
legal, and other professional fees are not included as a component of
consideration transferred in an acquisition but are expensed as
incurred. Acquisition related transaction costs in 2013 were related to
the acquisition of Cooper. These charges were included in Selling and
administrative expense, Interest expense-net and Other corporate
expense-net. In Business Segment Information the charges were included
in Interest expense-net and Other corporate expense-net.
See Note 1 for additional information about Cooper and other business
acquisitions.
Note 3. RETIREMENT BENEFITS PLANS
The components of retirement benefits expense follow:
|
|
|
|
|
Three months ended March 31
|
| | | | |
Pension benefit expense
|
|
|
Other postretirement benefits expense
|
| | | | |
2013
|
|
2012
| | |
2013
|
|
2012
|
|
Service cost
| | | | |
$
|
47
| | |
$
|
41
| | | |
$
|
5
| | |
$
|
4
| |
|
Interest cost
| | | | |
57
| | |
53
| | | |
9
| | |
9
| |
|
Expected return on plan assets
| | | | |
(78
|
)
| |
(64
|
)
| | |
(2
|
)
| |
(1
|
)
|
|
Amortization
| | | | |
40
|
| |
33
|
| | |
3
|
| |
4
|
|
| | | | |
66
| | |
63
| | | |
15
| | |
16
| |
|
Settlement loss
| | | | |
6
|
| |
6
|
| | |
—
|
| |
—
|
|
|
Total expense
| | | | |
$
|
72
|
| |
$
|
69
|
| | |
$
|
15
|
| |
$
|
16
|
|
| | | | | | | | | | | | | | | | | | | |
|
Note 4. INCOME TAXES
The effective income tax rate for the first quarter of 2013 was 5.0%
compared to 15.6% for the first quarter of 2012. The lower effective tax
rate in the first quarter of 2013 was primarily attributable to
recording in the first quarter of 2013 the entire U.S. research and
experimentation credit for 2012 as a result of a legislative change that
occurred in January 2013, the effects of the Cooper transaction and
integration, and enhanced utilization of foreign tax credits in the U.S.

Contacts:
Eaton Corporation plc
Media Relations
Scott Schroeder, +1
440-523-5150
scottrschroeder@eaton.com
or
Investor
Relations
Donald Bullock, +1 440-523-5127
Source: Eaton Corporation plc
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