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CBE > SEC Filings for CBE > Form 10-Q on 6-Aug-2009All Recent SEC Filings

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Form 10-Q for COOPER INDUSTRIES LTD


6-Aug-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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 Quarterly Report on Form 10-Q, including Management's Discussion and Analysis of Financial Condition and Results of Operations, includes forward-looking statements. These statements are not historical facts but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and the financial condition indicated in these forward-looking statements. For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include: market and economic conditions, competitive pressures, volatility of raw material prices, our ability to develop and introduce new products, our ability to implement revenue growth plans and cost-reduction programs, mergers and acquisitions and their implementations, implementation of manufacturing rationalization programs, changes in legislation and regulations (including changes in tax laws), changes in financial markets including currency exchange rate fluctuations, and our ability to resolve potential liabilities and insurance recoveries resulting from 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 II - Item 1A. - Risk Factors.
Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to "we," "us," "our," "the Company," or "Cooper" means Cooper Industries Ltd. and, where the context requires, includes our subsidiaries.
Recent Developments
In June 2009, our Board of Directors approved moving Cooper's 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. On August 31, 2009, shareholders will be asked to vote in favor of completing the reorganization at a Special Shareholders Meeting. If conditions are satisfied, including approval by both shareholders and the Supreme Court of Bermuda, Cooper Industries plc then will replace Cooper Industries Ltd. as the ultimate parent company. We have filed with the Securities and Exchange Commission ("SEC") and mailed to shareholders a proxy statement containing important information regarding the reorganization, which all shareholders are urged to read.
We believe incorporating in Ireland will offer increased strategic flexibility and operational benefits as we continue to expand the growing international portion of our business. We do not expect the reorganization will have any material impact on our financial results. Upon completion of the reorganization, we will continue to be subject to United States SEC reporting requirements, and we expect that our common shares will continue to be listed on the New York Stock Exchange under the symbol CBE.

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Results of Operations
Three Months Ended June 30, 2009 Compared With Three Months Ended June 30, 2008 Net income for the second quarter of 2009 was $89.3 million on revenues of $1,269.8 million compared with 2008 second quarter net income of $161.9 million on revenues of $1,724.3 million. Second quarter 2009 diluted earnings per share decreased 42% to $.53 from $.92 in 2008. During the second quarter of 2009, reported net income was reduced by restructuring charges of $10.4 million or $.05 per share. During the second quarter of 2008, restructuring charges and currency related losses of $13.0 million decreased earnings by $.05 per share. Revenues:
Revenues for the second quarter of 2009 decreased 26.4% compared to the second quarter of 2008. The impact of currency translation decreased reported revenues by 3.5% for the quarter.
Electrical Products segment revenues decreased 25.1% compared to the second quarter of 2008. The impact of unfavorable currency translation decreased reported revenues by 3.2% and acquisitions increased reported revenues 0.1% for the quarter. The widening global recession resulted in weakness in all markets for the Electrical Products segment, especially the North American and Western European markets.
Tools segment revenues for the second quarter of 2009 decreased 35.3% from the second quarter of 2008. Unfavorable currency translation decreased revenues by 5.8% over the second quarter of 2008. Continuing 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 the light passenger vehicle markets drove the reduction in revenue. Costs and Expenses:
Cost of sales, as a percentage of revenues, was 69.7% for the second quarter of 2009 compared to 67.0% for the comparable 2008 quarter. The increase in the cost of sales percentage resulted from negative leverage on fixed costs due to lower demand for products and additional production curtailments to reduce overall inventory levels to align with lower market demands.
Electrical Products segment cost of sales, as a percentage of revenues, was 69.1% for the second quarter of 2009 compared to 66.4% for the second quarter of 2008. The increase in cost of sales as a percentage of revenues in comparison to the prior year second quarter was due to negative leverage of fixed costs from reduced demand due to the global market slowdown and additional actions taken to adjust inventory levels to current lower market conditions. Tools segment cost of sales, as a percentage of revenues, was 75.1% for the second quarter of 2009 compared to 70.6% for the second quarter of 2008. The increase in the cost of sales percentage was driven by unfavorable leverage of fixed costs due to lower production volumes and further actions taken to adjust inventory levels to market conditions.
Selling and administrative expenses, as a percentage of revenues, for the second quarter of 2009 was 19.6% compared to 18.2% for the second quarter of 2008. The increase in percentage is reflective of the reduced revenue levels offset by cost reduction actions taken to align the overall selling and administrative expenses with current and projected market demand.
Electrical Products segment selling and administrative expenses, as a percentage of revenues for the second quarter of 2009, was 17.3% compared to 16.5% for the second quarter of 2008. The increase in percentage reflects the impact of 25% lower comparable revenue levels for the second quarter 2009 which impact was partially offset by cost reduction actions taken during the fourth quarter of 2008 and continued in the first half of 2009 to adjust segment selling and administrative expenses to global market conditions.

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Tools segment selling and administrative expenses, as a percentage of revenues for the second quarter of 2009, was 22.9% compared to 19.0% for the second quarter of 2008. The increase in selling and administrative expenses, as a percentage of revenues, was driven by the 35% reduction in comparable second quarter 2009 revenues partially offset by cost reduction actions implemented for the segment.
Net interest expense in the second quarter of 2009 decreased $2.0 million from the 2008 second quarter, primarily as a result of lower average debt balances. Average debt balances were $1.22 billion and $1.43 billion and average interest rates were 5.33% and 5.51% for the second quarter of 2009 and 2008, respectively.
Operating Earnings:
Electrical Products segment second quarter 2009 operating earnings decreased 41% to $153.5 million from $259.0 million for the same quarter of last year. The decrease resulted from the reduced global market demand and adjustments to production volumes to align with the current market demand. The Electrical Products segment continues its investment in productivity initiatives which include manufacturing productivity improvements, product redesign and selling and administrative expense reductions to improve operating earnings in addition to continuing review of additional restructuring actions.
Tools segment second quarter 2009 operating earnings was $2.9 million compared to operating earnings of $22.3 million in the second quarter of 2008. The decrease resulted from the impact of lower unit volumes and further curtailment of production volumes to adjust inventory levels to current and forecasted market demand. The Tools segment continues its investment in productivity initiatives to improve operating earnings in addition to continuing review of additional restructuring actions.
General Corporate expense decreased $6.3 million to $21.0 million during the second quarter of 2009 compared to $27.3 million during the same period of 2008. General Corporate expense included currency related losses of $5.4 million in 2008. The remaining decrease primarily related to actions taken to reduce General Corporate expense in response to the reduced global market demand for Cooper products.
Restructuring:
In the second quarter of 2009, Cooper recorded a pre-tax restructuring charge of $10.4 million primarily for severance costs as a result of management's on-going assessment of its operational cost structure in consideration of the continued challenging market conditions and anticipated future market levels. An incremental total of 219 hourly and 259 salary positions are being eliminated as a result of the second quarter 2009 restructuring actions to reduce Cooper's workforce. See Note 2 of the Notes to the Consolidated Financial Statements. Income Taxes:
The effective tax rate was 17.8% for the three months ended June 30, 2009 and 29.0% for the three months ended June 30, 2008. This decrease is primarily related to lower earnings in 2009 without a corresponding decrease in projected tax benefits.

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Six Months Ended June 30, 2009 Compared With Six Months Ended June 30, 2008 Income from continuing operations for the first six months of 2009 was $170.5 million on revenues of $2,526.6 million compared with 2008 first half net income of $315.3 million on revenues of $3,270.4 million. First half diluted earnings per share from continuing operations was $1.01 in 2009, compared to $1.77 in 2008. During the first half of 2009, income from continuing operations was reduced by restructuring charges of $19.2 million or $.09 per share. Income from continuing operations for the first half of 2009 was favorably impacted by discrete tax items related to foreign taxes which improved earnings by $.05 per share. During the first half of 2008, net income was reduced by restructuring charges of $7.6 million or $.03 per share. Discrete tax items for the first six months of 2008 favorably impacted earnings by $.02 per share. Revenues:
Revenues for the first six months of 2009 decreased 22.7% compared to the first six months of 2008. The impact of acquisitions increased comparable revenues for the first six months of 2009 by 0.9% with currency translation decreasing revenues by 4.0% for the six month period.
Electrical Products segment revenues for the first six months of 2009 decreased 21.2% compared to the first half of 2008. The impact of acquisitions increased revenue by 1.1% and currency translation had a 3.6% unfavorable effect on revenues in the first half of the year. Revenue declines were a result of the global recession in all markets for the Electrical Products segment, especially for distribution channels impacted by the overall reduced demand and actions taken by the distributors to reduce the inventory levels in the channel.
Tools segment revenues for the first six months of 2009 decreased 33.6% compared to the first half of 2008. Unfavorable currency translation impact on revenues for the first six months of 2009 was 6.5%. Revenues declined as the segment continued to see weak global demand in all markets. Costs and Expenses:
Cost of sales, as a percentage of revenues, was 70.0% for the first six months of 2009 compared to 66.6% for the comparable 2008 period. The increase in the cost of sales percentage primarily resulted from negative leverage on fixed costs due to lower demand for products and additional production curtailments to reduce overall inventory levels to align with slowing market demands.
Electrical Products segment cost of sales, as a percentage of revenues, was 69.4% for the first six months of 2009 compared to 66.1% for the first half of 2008. The increase in cost of sales as a percentage of revenues in comparison to the prior year six month period was primarily due to negative leverage of fixed costs from the 21% decline in revenues due to the global market slowdown and additional actions taken to adjust inventory levels to current lower market conditions.
Tools segment cost of sales, as a percentage of revenues, was 76.4% for the first half of 2009 compared to 69.8% for the same period of 2008. The increase in the cost of sales percentage was driven by unfavorable leverage of fixed costs due to lower production volumes and further actions taken to adjust inventory levels to market conditions.
Selling and administrative expenses, as a percentage of revenues, for the first six months of 2009 was 20.0% compared to 18.8% for the first half of 2008. The increase in percentage is reflective of the reduced revenue levels offset partially by cost reduction actions taken to align the overall selling and administrative expenses with current and projected market demand.
Electrical Products segment selling and administrative expenses, as a percentage of revenues, for the first six months of 2009 was 17.6% compared to 17.1% for the first half of 2008. The increase in percentage reflects the impact of 21% lower comparable revenue levels for the six month period in 2009 which impact

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was nearly offset by cost reduction actions taken to adjust segment selling and administrative expenses to global market conditions.
Tools segment selling and administrative expenses, as a percentage of revenues, for the first six months of 2009 was 24.0% compared to 20.3% for the first six months of 2008. The increase in selling and administrative expenses, as a percentage of revenues, was driven by the 34% reduction in comparable six months 2009 revenues partially offset by cost reduction actions implemented for the segment.
Net interest expense for the first six months of 2009 decreased $1.7 million from the 2008 first six months primarily as a result of lower average debt balances partially offset by lower interest earned on cash invested. Average debt balances were $1.22 billion and $1.41 billion and average interest rates were 5.34% and 5.27% for the first six months of 2009 and 2008, respectively. Operating Earnings:
Electrical Products segment first half 2009 operating earnings decreased 39% to $293.5 million from $482.5 million for the same period of last year. The decrease primarily resulted from the reduced global market demand and adjustments to production volumes to align with the lower market demand.
Tools segment first half 2009 operating loss was $1.0 million compared to operating earnings of $39.5 million in the same period of 2008. The decrease resulted from the impact of lower unit volumes and further curtailment of production volumes to adjust inventory levels to current and forecasted market demand.
General Corporate expense decreased $3.6 million to $42.0 million during the first six months of 2009 compared to $45.6 million during the same period of 2008. The decrease primarily related to lower stock and incentive compensation expense and actions taken to reduce General Corporate expense in response to the reduced global market demand for Cooper products. Restructuring:
At December 31, 2008, Cooper had an accrual of $29.7 million for future cash expenditures related to its fourth quarter 2008 restructuring actions. The fourth quarter 2008 restructuring actions included the elimination of 1,314 hourly and 930 salaried positions.
In the first six months of 2009, Cooper recorded pre-tax restructuring charges of $19.2 million related to additional employment reductions and certain facility closures as a result of management's ongoing assessment of its hourly and salary workforce and its required production capacity in consideration of current and anticipated market conditions and demand levels. An incremental total of 559 hourly and 568 salary positions are being eliminated as a result of the 2009 restructuring actions to reduce Cooper's workforce.
During the first six months of 2009, Cooper expended $24.0 million in cash related to its fourth quarter 2008 restructuring actions and an additional $11.7 million for the first half 2009 restructuring actions. At June 30, 2009, Cooper has an accrual for future cash expenditures related to the restructuring actions of $13.2 million. The related cash payments will be substantially completed in 2009.
As part of the restructuring actions, Cooper has approved the closure of nine factories and warehouses, five of which have been completed at the end of the second quarter 2009. Of the remaining facility closures, two are expected to be completed by the end of 2009 with the remaining two factory closures expected to be substantially completed in the first half of 2010. Cooper expects to incur incremental restructuring charges in the range of approximately $15 to $21 million associated with the completion of planned restructuring activities as the actions are implemented over the next year. See Note 2 of the Notes to the Consolidated Financial Statements.

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Cooper estimates the restructuring actions taken in the fourth quarter of 2008 and the first half of 2009 have reduced operating costs by approximately $33 million during the first six months of 2009 and anticipates these actions will reduce operating costs by approximately $50 million in the remainder of 2009. Cooper expects to realize approximately $10 million of sequential benefits in 2010 from the restructuring actions taken to date. Income Taxes:
The effective tax rate was 14.7% for the six months ended June 30, 2009 and 27.6% for the six months ended June 30, 2008. Cooper reduced income taxes expense by $8.4 million and $4.6 million in the first six months of 2009 and 2008, respectively, for discrete tax items primarily related to foreign taxes. Excluding the impacts of the discrete items, Cooper's effective tax rate would have been 18.9% for the six months ended June 30, 2009 and 28.7% for the first six months of 2008. The decrease in Cooper's 2009 effective tax rate compared to 2008, adjusted for the aforementioned discrete items, is primarily related to a decrease in taxable earnings in 2009 without a corresponding decrease in projected tax benefits.
Income Related to Discontinued Operations:
During the first quarter of 2009, Cooper recognized a gain from discontinued operations of $18.9 million, net of a $12.0 million income tax expense (or $.11 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 in the first quarter of 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. The timing and value of these agreements and settlements cannot be currently estimated as they may be subject to extensive additional negotiation and litigation. See Note 16 of the Notes to the Consolidated Financial Statements.

Liquidity and Capital Resources
Liquidity:
Cooper's operating working capital (defined as receivables and inventories less accounts payable) decreased $121.8 million during the first six months of 2009. A $109.9 million decrease in receivables and a $94.6 million decrease in inventories, partially offset by a $82.7 million decrease in accounts payable, were driven primarily by a 23% decrease in sales and aggressive actions to right size Cooper's businesses for current market conditions. Cooper's operating working capital at June 30, 2009 was approximately 26% lower than at June 30, 2008 as operating working capital levels were adjusted to the current lower operating levels. Operating working capital turnover (defined as annualized revenues divided by average quarterly operating working capital) for the first six months of 2009 was 4.6 turns as compared to the 5.1 turns reported for the same period of 2008.
Cash provided by operating activities was $376.1 million during the first six months of 2009. This cash, plus $9.3 million from redemption of short-term investments and $3.5 million of cash received from stock option exercises, significantly exceeded the funds utilized to fund capital expenditures of $55.9 million, acquisitions of $22.2 million, dividends of $84.0 million, debt repayments of $21.9 million and share purchases of $26.0 million.
Cash provided by operating activities was $265.3 million during the 2008 first half. This cash, plus $297.6 million of proceeds from issuances of debt, $290.1 million of proceeds from cash previously restricted, $41.3 million from redemption of short-term investments, $10.8 million of cash received from stock option exercises and an additional $78.1 million of cash and cash equivalents, was primarily used to fund capital expenditures of $57.9 million, acquisitions of $269.6 million, dividends of $82.8 million, debt repayments of $299.1 million and share purchases of $282.9 million.

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As discussed in Note 16 of Notes to the Consolidated Financial Statements, Cooper's 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 the amounts will vary as the amount of the actual net cash outlay is not reasonably predictable. In 2009, insurance recoveries will likely exceed cash outlays.
Historically, Cooper has relied on the commercial paper markets to fund its operations. Although recent distress in the financial markets has not had a significant impact on Cooper's financial position or liquidity as of the date of this filing in 2009, management continues to monitor the financial markets and general global economic conditions. If changes in financial markets or other areas of the economy adversely affect Cooper's access to the commercial paper markets, Cooper would expect to rely on available cash to provide short-term funding.
Cooper's financial position and liquidity remains strong as the global economic recession continues. It is likely that most markets that Cooper services will continue to have weak demand in the near term. While the length and depth of the recession and a recovery are not predictable, Cooper is proactively adjusting our cost structure. In this regard, in the fourth quarter of 2008, Cooper implemented contingency plans to reduce our cost structure and recognized a restructuring charge of $35.7 million primarily related to reductions in our workforce in excess of 2,200 employees. In the first six months of 2009, Cooper further reduced its workforce by over 1,100 additional employees and recognized restructuring charges of $19.2 million. Cash flows from operating activities for the first six months of 2009 are reduced by the $35.7 million expended in connection with the restructuring actions. At June 30, 2009, Cooper had a $13.2 million accrual related to these activities for which the related cash payments will be substantially completed in 2009. As part of the restructuring actions, Cooper has approved the closure of nine factories and warehouses, five of which have been completed at the end of the second quarter 2009. Of the remaining facility closures, two are expected to be completed by the end of 2009 with the remaining two factory closures expected to be substantially completed in the first half of 2010. Cooper expects to incur incremental restructuring charges in the range of approximately $15 to $21 million associated with the completion of planned restructuring activities as the actions are implemented over the next year, with approximately $10 million expected during the third quarter of 2009. See Note 2 of the Notes to the Consolidated Financial Statements for further information.
Cooper has $275 million of long-term debt that matures in November 2009. Cooper currently anticipates that it will annually generate in excess of $500 million in cash flow available for acquisitions, debt repayments, dividends and common stock repurchases during 2009 and currently has adequate cash to repay the long-term debt maturing in November 2009. Capital Resources:
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. Cooper's debt-to-total capitalization ratio was 30.4% at June 30, 2009, 32.1% at December 31, 2008 and 31.6% at June 30, 2008.
At June 30, 2009 and December 31, 2008, Cooper had cash and cash equivalents of $450.2 million and $258.8 million, respectively and short-term investments of $12.6 million and $21.9 million, respectively. At June 30, 2009 and December 31, 2008, Cooper had short-term debt of $11.8 million and $25.6 million, respectively.
Cooper's practice is to back up its short-term debt balance with a combination of cash, cash equivalents, and committed credit facilities. At June 30, 2009, Cooper has $513 million of committed credit facilities, of which $13 million matures in September 2009 and $500 million matures in November 2009. 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 facilities.

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