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| CBE > SEC Filings for CBE > Form 10-K on 24-Feb-2009 | All Recent SEC Filings |
24-Feb-2009
Annual Report
postretirement benefit cost over the average remaining life expectancy of the
participants. Net periodic postretirement benefit cost was $0.7 million in 2008
and 2007. Cooper announced the elimination of postretirement life insurance for
active employees effective January 1, 2007. As a result, Cooper recognized a
$3.2 million curtailment gain in the second quarter of 2006. Excluding the
curtailment gain, net periodic postretirement benefit cost was $0.8 million in
2006. Net periodic postretirement benefit cost is expected to be approximately
($0.4) million in 2009, assuming a discount rate of 6.25%. See Note 13 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 2006, 2007
and through the 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
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-based compensation expense by reducing expense in the fourth quarter of
2008 by $11.3 million. Total stock-based compensation expense was $23.1 million
in 2008, $39.0 million in 2007 and $29.1 million in 2006. See Note 10 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 Cooper's potential liability is determined
based on estimates of Cooper's 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, Cooper's estimate of its environmental liabilities may change. The
liability for environmental remediation was $29.4 million at December 31, 2008
and $30.2 million at December 31, 2007. 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 Cooper's 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 Cooper's 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 Cooper's consolidated cash flows in the period or periods
for which that determination is finalized. In 2008 and 2007, Cooper reduced
income tax expense by $23.2 million ($.13 per share) and $83.8 million ($.45 per
share), respectively, as a result of the expiration of statute of limitations,
favorable audit settlements and other matters. See Note 12 of the Notes to the
Consolidated Financial Statements.
Cooper records goodwill related to business acquisitions when the purchase
price exceeds the fair value of identified assets and liabilities acquired.
Under Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets ("SFAS No. 142"), goodwill is subject to an annual impairment
test. Cooper designated January 1 as the date of its annual goodwill impairment
test. 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. The first step of the
SFAS No. 142 two-step goodwill impairment test compares the fair value of a
reporting unit with its carrying value. Fair value is determined primarily by
estimating the present value of future cash flows. 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 reporting unit goodwill to the carrying amount of the goodwill to
measure the amount of impairment loss. 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 in 2008. Cooper has designated eight reporting units, consisting
of seven units in the Electrical Products reportable operating segment plus the
Tools reportable operating segment. There are inherent uncertainties and
management judgment in estimating the fair value of each reporting unit. If
actual fair value is less than Cooper's estimates, Cooper could be required to
record an impairment to reduce the carrying value of goodwill to its implied
fair value. Cooper had goodwill of $2.57 billion and $2.54 billion at
December 31, 2008 and 2007, respectively. See Note 6 of the Notes to the
Consolidated Financial Statements.
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-Mogul's plan of reorganization and Federal-Mogul emerged from bankruptcy
in December 2007. As part of Federal-Mogul's Plan of Reorganization, Cooper and
Federal-Mogul reached a settlement agreement that was subject to approval by the
Bankruptcy Court resolving Federal-Mogul's 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 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. 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.
Asbestos Liability Estimate
As of December 31, 2008, Cooper estimates that the liability for pending and
future indemnity and defense costs for the next 45 years will be $815.1 million.
The amount included for unpaid indemnity and defense costs is not significant at
December 31, 2008. 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
$815.1 million liability recorded.
The methodology used to project Cooper's liability estimate relies upon a
number of assumptions including Cooper's recent claims experience and declining
future asbestos spending based on past trends and publicly available
epidemiological data, changes in various jurisdictions, management's 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
1970's and epidemiological studies that are publicly available indicate the
incidence of asbestos-related disease is in decline and should continue to
decline steadily. However, there can be no assurance that these studies, or
other assumptions, will not vary significantly from the 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 believed were reasonably possible
that indicate a broader range of potential estimates from $735 to $950 million
(undiscounted).
Asbestos Receivable Estimate
As of December 31, 2008, Cooper, through Pneumo-Abex LLC, has access to Abex
insurance policies with remaining limits on policies with solvent insurers in
excess of $750 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, 2008, Cooper's
receivable for recoveries of costs from insurers amounted to $192.3 million, of
which $74.6 million relate to costs previously paid or insurance settlements.
Cooper's arrangements with the insurance carriers defer certain amounts of
insurance and settlement proceeds that Cooper is entitled to receive beyond
twelve months. Approximately 90% of the $192.3 million receivable from insurance
companies at December 31, 2008 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 management's 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 rely on assumptions that are based on currently known
facts and strategy. Cooper's 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. 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 Cooper's 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 will 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 Cooper's operating cash flow.
Year Ended December 31,
2008 2007 2006
(in millions)
Electrical Products $ 5,755.7 $ 5,108.4 $ 4,426.0
Tools 765.6 794.7 758.6
Total Revenues $ 6,521.3 $ 5,903.1 $ 5,184.6
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See the geographic information included in Note 15 of the Notes to the
Consolidated Financial Statements for a summary of revenues by country.
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 represent 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 represent 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.
2007 vs. 2006 Revenues Revenues for 2007 increased 14% compared to 2006. The
impact of currency translation was 2%, while acquisitions added approximately 4%
in revenues.
Electrical Products segment revenues for 2007, which represented 87% of
revenues, increased approximately 15% compared to 2006. Currency translation
represented 2% of the revenue growth. The impact of acquisitions increased
segment revenues by approximately 4%. Six of the seven Electrical Products
segment businesses posted revenue growth during 2007. Sales growth was a result
of strong demand from the utility and industrial markets, international
expansion and solid demand from U.S. nonresidential construction. Ongoing
softness in the U.S. residential markets partially offset these increases.
Tools segment revenues for 2007, which represented 13% of revenues, increased approximately 5% compared to 2006, with currency translation representing 3% of the increase. Sales increases were driven by solid demand from aerospace, partially offset by soft demand in the motor vehicle end markets. Retail sales compared to 2006 were down slightly in a challenging U.S. market.
Operating Results
Year Ended December 31,
2008 2007 2006
(in millions, except per share data)
Electrical Products $ 930.3 $ 848.2 $ 703.2
Tools 81.1 94.0 85.6
Restructuring and asset impairment charges (52.4 ) - -
Total segment operating earnings 959.0 942.2 788.8
General corporate expense 81.4 98.1 94.7
Operating earnings 877.6 844.1 694.1
Income from Belden agreement - 33.1 5.1
Interest expense, net 70.4 51.0 51.5
Income from continuing operations before income taxes 807.2 826.2 647.7
Income tax expense 191.6 133.9 163.4
Income from continuing operations 615.6 692.3 484.3
Income (charge) from discontinued operations 16.6 - (20.3 )
Net income $ 632.2 $ 692.3 $ 464.0
Diluted earnings per share:
Income from continuing operations $ 3.51 $ 3.73 $ 2.58
Income (charge) from discontinued operations .09 - (.11 )
Net income $ 3.60 $ 3.73 $ 2.47
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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.
2008 vs. 2007 Segment Operating Earnings Segment Operating Earnings were
$959.0 million 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.
2007 vs. 2006 Segment Operating Earnings Segment Operating Earnings were
$942.2 million in 2007 compared to $788.8 million in 2006.
Electrical Products segment 2007 operating earnings increased 21% to
$848.2 million from $703.2 million for 2006. Return on revenues was 16.6% for
2007 compared to 15.9% for 2006. The increase was primarily due to leverage on
fixed costs due to higher sales volumes and continued execution on productivity
initiatives and lean manufacturing programs.
Tools segment 2007 operating earnings increased 10% to $94.0 million compared
to $85.6 million for 2006. Return on revenues was 11.8% compared to 11.3% in
2006. The modest core growth in sales volume was further leveraged through focus
on productivity activities and cost reductions.
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