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8-K - 8-K - Eaton Corp plcetn09302013form8-k.htm


Eaton Third Quarter Operating Earnings Up 48 Percent Over 2012
Third Quarter Operating Earnings Per Share of $1.12, Up 5 Percent
Record Quarterly Cash Flow of $704 Million
Core Sales Growth In Quarter of 3 Percent, Bookings Strengthening
DUBLIN, Ireland … Power management company Eaton Corporation plc (NYSE:ETN) today announced record sales and operating earnings, driven by the acquisition of Cooper Industries. Operating earnings for the third quarter of 2013, excluding charges of $38 million to integrate recent acquisitions, were $536 million, up 48 percent over the third quarter of 2012. Operating earnings per share for the third quarter of 2013 were $1.12, an increase of 5 percent over the third quarter of 2012. This result reflects the shares issued as part of the acquisition of Cooper Industries and the purchase price accounting charges resulting from the transaction. Sales in the third quarter were $5.6 billion, 42 percent above the third quarter of 2012.
Alexander M. Cutler, Eaton chairman and chief executive officer, said, “Our third quarter results were slightly ahead of our second quarter results. We saw little revenue growth from the second quarter while operating earnings per share were higher at $1.12. We had expected that third quarter sales would be approximately $75 million higher than second quarter sales, reflecting the normal seasonal increase from the second to third quarter. Our actual revenue increase from the second to the third quarter was only $5 million, as a result of continued sluggish economic growth around the world. Our third quarter bookings, however, strengthened in our Electrical, Hydraulics, and Aerospace businesses, suggesting that growth is likely to accelerate as we go into 2014.
“Sales in the third quarter grew 42 percent over the third quarter of 2012,” said Cutler. “Growth was comprised of 40 percent from acquisitions and 3 percent from core growth, partially offset by a 1 percent decline from currency.
“Our segment margin in the third quarter of 15.6 percent equaled our second quarter record segment margin, reflecting Cooper integration savings and our continued focus on productivity improvements,” said Cutler. “Our electrical segments posted particularly strong margins, with the Electrical Products segment achieving an operating margin of 17.1 percent and the Electrical Systems and Services segment achieving an operating margin of 14.7 percent.
“Our operating cash flow in the third quarter was a quarterly record $704 million,” said Cutler. “Over the last 12 months, operating cash flow has totaled $2.1 billion. We expect operating cash flow in the fourth quarter to be even stronger than in the third quarter, reflecting the typical seasonal decline in working capital as we go through year end. We repurchased $31 million of debt during the third quarter and plan to repurchase additional debt as opportunities arise.
“Due to the recent softness in the NAFTA Class 8 truck market and continued weakness in the global hydraulics markets, we now believe our overall markets in 2013 are likely to be flat,” said Cutler. “This compares to our expectations at the end of the second quarter that our markets would grow 1 percent. For the fourth quarter, we anticipate our sales are likely to be slightly lower than the third quarter, reflecting normal seasonality. We expect operating earnings per share in the fourth quarter, after excluding an estimated $40 million to integrate our recent acquisitions, to be between $1.00 and $1.10. Based on this fourth quarter guidance, for all of 2013 we are narrowing our range for operating earnings per share from between $4.05 and $4.25 to between $4.05 and $4.15.”
Business Segment Results
Third quarter sales for the Electrical Products segment were $1.8 billion, up 98 percent over 2012, reflecting the impact of the Cooper Industries acquisition. Operating profits in the third quarter were $301 million. Excluding acquisition integration charges of $9 million during the quarter, operating profits were $310 million, up 79 percent over results in 2012.
“Our bookings in the Electrical Products segment increased 7 percent from the combined bookings of Eaton and legacy Cooper in the third quarter a year ago,” said Cutler. “We now believe that our Electrical Products markets in 2013 will grow by 1 percent, 1/2 percent lower than our expectation at the end of the second quarter.
“We are pleased with the 17.1 percent operating margin in Electrical Products,” said Cutler. “This margin represents a significant step up from the strong margins of 16.2 percent we recorded in the second quarter.”






Sales for the Electrical Systems and Services segment were $1.6 billion, an increase of 80 percent over the third quarter of 2012, reflecting the impact of the Cooper Industries acquisition. The segment reported operating profits of $231 million. Excluding acquisition integration costs of $10 million during the quarter, operating profits were $241 million, up 115 percent over results in 2012.
“Combined bookings in the quarter increased 3 percent over the third quarter of 2012,” said Cutler. “For all of 2013, we now believe that the markets in our Electrical Systems and Services segment will grow by 1 1/2 percent, up 1/2 percent from our expectation at the end of the second quarter.”
Hydraulics segment sales were $739 million, down 3 percent from the third quarter of 2012. Operating profits in the third quarter were $89 million. Excluding acquisition integration charges of $8 million during the quarter, operating profits were $97 million, down 1 percent from the third quarter of 2012.
“Global hydraulics markets in the third quarter remained sluggish, particularly in the construction equipment industries in the U.S. and China,” said Cutler. “Our bookings in the third quarter increased 8 percent over the third quarter of 2012, the first time quarterly bookings have increased since the fourth quarter of 2011. For all of 2013, we believe global hydraulics markets will decline 6 percent, 1 percent lower than our expectation at the end of the second quarter.”
Aerospace segment sales were $448 million, up 7 percent over the third quarter of 2012. Operating profits in the third quarter were $64 million, up 31 percent over the third quarter of 2012.
“Our Aerospace segment margins were 14.3 percent, the same as the first quarter and just slightly under second quarter margins,” said Cutler. “Aerospace bookings in the third quarter increased 6 percent over 2012. We continue to believe that our aerospace markets will grow by 3 percent in 2013.”
The Vehicle segment posted sales of $964 million in the third quarter, up 3 percent over the third quarter of 2012. The segment reported operating profits of $161 million, up 12 percent over the third quarter of 2012.
“The strongest markets in our Vehicle segment were the Latin American markets, as well as light vehicle markets in the U.S. and Asia,” said Cutler.
Eaton is a 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 102,000 employees and sells products to customers in more than 175 countries. For more information, visit www.eaton.com.
Notice of conference call: Eaton’s conference call to discuss its third 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 third quarter results, which will be covered during the call.
This news release contains forward-looking statements concerning fourth quarter and full year 2013 operating earnings per share, operating cash flow, sales, 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 September 30, 2013 are available on the company’s website, www.eaton.com.





EATON CORPORATION plc
 
 
 
 
 
 
 
CONSOLIDATED STATEMENTS OF INCOME
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
September 30
 
Nine months ended
September 30
 
 
(In millions except for per share data)
2013
 
2012
 
2013
 
2012
Net sales
$
5,607

 
$
3,950

 
$
16,519

 
$
11,978

 
 
 
 
 
 
 
 
Cost of products sold
3,883

 
2,747

 
11,488

 
8,316

Selling and administrative expense
967

 
687

 
2,885

 
2,079

Research and development expense
166

 
102

 
479

 
313

Interest expense - net
63

 
42

 
209

 
100

Other expense (income) - net
7

 
(4
)
 
3

 
7

Income before income taxes
521

 
376

 
1,455

 
1,163

Income tax expense
7

 
29

 
64

 
123

Net income
514

 
347

 
1,391

 
1,040

Less net income for noncontrolling interests
(4
)
 
(2
)
 
(9
)
 
(2
)
Net income attributable to Eaton ordinary shareholders
$
510

 
$
345

 
$
1,382

 
$
1,038

 
 
 
 
 
 
 
 
Net income per ordinary share
 
 
 
 
 
 
 
Diluted
$
1.07

 
$
1.02

 
$
2.90

 
$
3.05

Basic
1.08

 
1.02

 
2.92

 
3.08

 
 
 
 
 
 
 
 
Weighted-average number of ordinary shares outstanding
 
 
 
 
 
 
 
Diluted
477.2

 
339.8

 
476.2

 
339.7

Basic
474.0

 
337.6

 
473.1

 
336.7

 
 
 
 
 
 
 
 
Cash dividends declared per ordinary share
$
0.42

 
$
0.76

 
$
1.26

 
$
1.52

 
 
 
 
 
 
 
 
Reconciliation of net income attributable to Eaton ordinary shareholders
   to operating earnings
 
 
 
 
 
 
 
Net income attributable to Eaton ordinary shareholders
$
510

 
$
345

 
$
1,382

 
$
1,038

Excluding acquisition integration charges and transaction costs (after-tax)
26

 
18

 
73

 
30

Operating earnings
$
536

 
$
363

 
$
1,455

 
$
1,068

 
 
 
 
 
 
 
 
Net income per ordinary share - diluted
$
1.07

 
$
1.02

 
$
2.90

 
$
3.05

Excluding per share impact of acquisition integration charges and
   transaction costs (after-tax)
0.05

 
0.05

 
0.15

 
0.09

Operating earnings per ordinary share
$
1.12

 
$
1.07

 
$
3.05

 
$
3.14

See accompanying notes.






EATON CORPORATION plc
 
 
 
 
 
 
 
BUSINESS SEGMENT INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
September 30
 
Nine months ended
September 30
 
 
(In millions)
2013
 
2012
 
2013
 
2012
Net sales
 
 
 
 
 
 
 
Electrical Products
$
1,817

 
$
919

 
$
5,235

 
$
2,708

Electrical Systems and Services
1,639

 
910

 
4,784

 
2,675

Hydraulics
739

 
763

 
2,267

 
2,267

Aerospace
448

 
419

 
1,328

 
1,285

Vehicle
964

 
939

 
2,905

 
3,043

Total net sales
$
5,607

 
$
3,950

 
$
16,519

 
$
11,978

 
 
 
 
 
 
 
 
Segment operating profit
 
 
 
 
 
 
 
Electrical Products
$
301

 
$
172

 
$
814

 
$
462

Electrical Systems and Services
231

 
111

 
668

 
278

Hydraulics
89

 
93

 
271

 
325

Aerospace
64

 
49

 
193

 
168

Vehicle
161

 
144

 
465

 
472

Total segment operating profit
846

 
569

 
2,411

 
1,705

 
 
 
 
 
 
 
 
Corporate
 
 
 
 
 
 
 
Amortization of intangible assets
(110
)
 
(45
)
 
(325
)
 
(129
)
Interest expense - net
(63
)
 
(42
)
 
(209
)
 
(100
)
Pension and other postretirement benefits expense
(55
)
 
(41
)
 
(136
)
 
(121
)
Inventory step-up adjustment

 
(1
)
 
(34
)
 
(4
)
Other corporate expense - net
(97
)
 
(64
)
 
(252
)
 
(188
)
Income before income taxes
521

 
376

 
1,455

 
1,163

Income tax expense
7

 
29

 
64

 
123

Net income
514

 
347

 
1,391

 
1,040

Less net income for noncontrolling interests
(4
)
 
(2
)
 
(9
)
 
(2
)
Net income attributable to Eaton ordinary shareholders
$
510

 
$
345

 
$
1,382

 
$
1,038

See accompanying notes.






EATON CORPORATION plc
 
 
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
 
 
 
 
 
 
September 30,
2013
 
December 31,
2012
(In millions)
 
Assets
 
 
 
Current assets
 
 
 
Cash
$
642

 
$
577

Short-term investments
698

 
527

Accounts receivable - net
3,950

 
3,510

Inventory
2,403

 
2,339

Deferred income taxes
404

 
393

Prepaid expenses and other current assets
669

 
429

Total current assets
8,766

 
7,775

 
 
 
 
Property, plant and equipment - net
3,757

 
3,823

 
 
 
 
Other noncurrent assets
 
 
 
Goodwill
14,276

 
14,211

Other intangible assets
7,231

 
7,468

Deferred income taxes
328

 
369

Other assets
954

 
1,704

Total assets
$
35,312

 
$
35,350

 
 
 
 
Liabilities and shareholders’ equity
 
 
 
Current liabilities
 
 
 
Short-term debt
$
88

 
$
757

Current portion of long-term debt
576

 
314

Accounts payable
1,976

 
1,879

Accrued compensation
430

 
463

Other current liabilities
1,984

 
2,008

Total current liabilities
5,054

 
5,421

 
 
 
 
Noncurrent liabilities
 
 
 
Long-term debt
9,029

 
9,762

Pension liabilities
1,801

 
2,004

Other postretirement benefits liabilities
733

 
740

Deferred income taxes
1,513

 
1,456

Other noncurrent liabilities
1,065

 
812

Total noncurrent liabilities
14,141

 
14,774

 
 
 
 
Shareholders’ equity
 
 
 
Eaton shareholders’ equity
16,071

 
15,113

Noncontrolling interests
46

 
42

Total equity
16,117

 
15,155

Total liabilities and equity
$
35,312

 
$
35,350

See accompanying notes.






EATON CORPORATION plc
NOTES TO THE THIRD 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 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,
2012
 
Electrical Products;
Electrical Systems and Services
 
$5,409
for 2011
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.
 
 
 
 
 
 
 
 
 
 
Rolec Comercial e Industrial S.A.
 
September 28,
2012
 
Electrical Systems and Services
 
$85 for the
12 months
ended
September 30,
2012
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.
 
 
 
 
 
 
 
 
 
 
Jeil Hydraulics Co., Ltd.
 
July 6,
2012
 
Hydraulics
 
$189
for 2011
A Korean manufacturer of track drive motors, swing drive motors, main control valves and remote control valves for the construction equipment market.
 
 
 
 
 
 
 
 
 
 
Polimer Kaucuk Sanayi ve Pazarlama A.S.
 
June 1,
2012
 
Hydraulics
 
$335
for 2011
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.
 
 
 
 
 
 
 
 
 
 
Gycom Electrical Low-Voltage Power Distribution, Control and Automation
 
June 1,
2012
 
Electrical Systems and Services
 
$24
for 2011
A Swedish electrical low-voltage power distribution, control and automation components business.
 
 
 







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:
 
Acquisition
integration charges and
transaction costs
 
Operating profit
as reported
 
Operating profit
excluding acquisition
integration charges
 
Three months ended September 30
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Acquisition integration charges
 
 
 
 
 
 
 
 
 
 
 
Electrical Products
$
9

 
$
1

 
$
301

 
$
172

 
$
310

 
$
173

Electrical Systems and Services
10

 
1

 
231

 
111

 
241

 
112

Hydraulics
8

 
5

 
89

 
93

 
97

 
98

Aerospace

 

 
64

 
49

 
64

 
49

Vehicle

 

 
161

 
144

 
161

 
144

Total business segments
27

 
7

 
$
846

 
$
569

 
$
873

 
$
576

Corporate
9

 
1

 
 
 
 
 
 
 
 
Total acquisition integration charges
$
36

 
$
8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transaction costs
 
 
 
 
 
 
 
 
 
 
 
Corporate
$
2

 
$
19

 
 
 
 
 
 
 
 
Total transaction costs
$
2

 
$
19

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total acquisition integration charges and
   transaction costs before income taxes
$
38

 
$
27

 
 
 
 
 
 
 
 
Total after income taxes
$
26

 
$
18

 
 
 
 
 
 
 
 
Per ordinary share - diluted
$
0.05

 
$
0.05

 
 
 
 
 
 
 
 
 
Nine months ended September 30
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Acquisition integration charges
 
 
 
 
 
 
 
 
 
 
 
Electrical Products
$
24

 
$
1

 
$
814

 
$
462

 
$
838

 
$
463

Electrical Systems and Services
26

 
8

 
668

 
278

 
694

 
286

Hydraulics
28

 
9

 
271

 
325

 
299

 
334

Aerospace

 

 
193

 
168

 
193

 
168

Vehicle

 

 
465

 
472

 
465

 
472

Total business segments
78

 
18

 
$
2,411

 
$
1,705

 
$
2,489

 
$
1,723

Corporate
21

 
2

 
 
 
 
 
 
 
 
Total acquisition integration charges
$
99

 
$
20

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transaction costs
 
 
 
 
 
 
 
 
 
 
 
Corporate
$
9

 
$
26

 
 
 
 
 
 
 
 
Total transaction costs
$
9

 
$
26

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total acquisition integration charges and
   transaction costs before income taxes
$
108

 
$
46

 
 
 
 
 
 
 
 
Total after income taxes
$
73

 
$
30

 
 
 
 
 
 
 
 
Per ordinary share - diluted
$
0.15

 
$
0.09

 
 
 
 
 
 
 
 





Business segment integration charges in 2013 were related primarily to the integrations of Cooper and Polimer Kaucuk Sanayi ve Pazarlama. Business segment integration charges in 2012 were related primarily to the integrations of Internormen Technology Group, Jeil Hydraulics, Polimer Kaucuk Sanayi ve Pazarlama and E. Begerow GmbH & Co. KG. 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 and 2012 were related primarily 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 and 2012 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 September 30
 
Pension
benefit expense
 
Other postretirement
benefits expense
 
2013
 
2012
 
2013
 
2012
Service cost
$
48

 
$
41

 
$
5

 
$
5

Interest cost
57

 
51

 
10

 
10

Expected return on plan assets
(77
)
 
(64
)
 
(2
)
 
(2
)
Amortization
40

 
33

 
3

 
3

 
68

 
61

 
16

 
16

Settlement loss
23

 
8

 

 

Total expense
$
91

 
$
69

 
$
16

 
$
16

 
Nine months ended September 30
 
Pension
benefit expense
 
Other postretirement
benefits expense
 
2013
 
2012
 
2013
 
2012
Service cost
$
142

 
$
123

 
$
15

 
$
13

Interest cost
170

 
156

 
27

 
29

Expected return on plan assets
(232
)
 
(192
)
 
(5
)
 
(5
)
Amortization
120

 
99

 
10

 
10

 
200

 
186

 
47

 
47

Settlement loss
39

 
19

 

 

Total expense
$
239

 
$
205

 
$
47

 
$
47


Note 4. INCOME TAXES
The effective income tax rate for the third quarter of 2013 was 1.4% compared to 7.7% for the third quarter of 2012 and 4.4% for the first nine months of 2013 compared to 10.6% for the first nine months of 2012. The lower effective tax rate in the third quarter of 2013 was primarily attributable to tax effects associated with the acquisition of Cooper. The lower effective tax rate in the first nine months of 2013 was attributable to the item noted above, the recording of the entire 2012 U.S. research and experimentation credit in the first quarter of 2013, the reinstatement in 2013 of the U.S. research and experimentation credit and enhanced utilization of foreign tax credits in the U.S.





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