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ETN > SEC Filings for ETN > Form 10-Q on 5-Nov-2009All Recent SEC Filings

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Form 10-Q for EATON CORP


5-Nov-2009

Quarterly Report


Item 2. Management's Discussion & Analysis of Financial Condition & Results of
Operations
Millions of dollars unless indicated otherwise (per share data assume dilution)
OVERVIEW OF EATON
Eaton Corporation is a diversified power management company with 2008 sales of $15.4 billion. Eaton is a global technology leader in: electrical components and systems for power quality, distribution and control; hydraulics components, systems and services for industrial and mobile equipment; aerospace fuel, hydraulics and pneumatic systems for commercial and military use; and truck and automotive drivetrain and powertrain systems for performance, fuel economy and safety. Eaton has approximately 70,000 employees and sells products to customers in more than 150 countries.
In the first quarter of 2009, Eaton changed its business segment financial reporting structure. The Electrical segment was divided into Electrical Americas and Electrical Rest of World. The Hydraulics, Aerospace, Truck and Automotive segments continue as individual reporting segments. Accordingly, business segment information for prior years has been restated to conform to the current year's presentation. The change to the business segments did not affect net income for any of the periods presented.
The principal markets for the Electrical Americas and Electrical Rest of World segments are industrial, institutional, government, utility, commercial, residential, information technology and original equipment manufacturer customers. These products are used wherever there is a demand for electrical power in commercial buildings, data centers, residences, apartment and office buildings, hospitals and factories. Customers are located globally and sales are made directly and indirectly through distributors, resellers and manufacturers representatives.
The principal markets for the Hydraulics segment include oil and gas, renewable energy, marine, agriculture, construction, mining, forestry, utility, material handling, truck and bus, machine tools, molding, primary metals, power generation, and entertainment. Customers are located globally and sales are made directly and indirectly through distributors, resellers and manufacturers representatives.
The principal markets for the Aerospace segment are manufacturers of commercial and military aircraft and related after-market customers. Customers are located globally, and products are sold and serviced through a variety of channels. The principal markets for the Truck and Automotive segments are original equipment manufacturers and after-market customers of heavy-, medium-, and light-duty trucks, SUVs, CUVs, and passenger cars. Customers are located globally, and most sales are made directly to these customers.
SUMMARY OF RESULTS FOR 2009

                                        Three months ended September 30                           Nine months ended September 30
                                  2009                2008             Decrease             2009                 2008            Decrease
Continuing operations
Net sales                      $     3,028         $     4,114               (26 )%      $     8,742         $     11,889              (26 )%
Gross profit                           850               1,150               (26 )%            2,201                3,324              (34 )%
Percent of net sales                  28.1 %              28.0 %                                25.2 %               28.0 %
Income before income
taxes                                  166                 357                                   133                1,004
Income after income taxes      $       194         $       318                           $       173         $        902
Income from discontinued
operations                                                                                                              3

Net income                             194                 318                                   173                  905
Adjustment of net income
for noncontrolling
interests                               (1 )                (3 )                                  (1 )                (10 )

Net income attributable
to Eaton Common
Shareholders                   $       193         $       315                           $       172         $        895


Net income per Common
Share attributable to
Eaton Common Shareholders
- assuming dilution
Continuing operations          $      1.14         $      1.87                           $      1.02         $       5.55
Discontinued operations                                                                                               .02

                               $      1.14         $      1.87                           $      1.02         $       5.57

Average shares
outstanding assuming
dilution (in millions)               169.2               168.4                                 168.2                160.8


Table of Contents

In the third quarter of 2009, net sales declined by 26% compared to the third quarter of 2008. The reduction included 23% from core sales, which primarily resulted from the global economic recession, and 3% from foreign exchange. The decline in core sales was driven by end markets that fell 24% in the third quarter of 2009 compared to the third quarter of 2008. The reduction from foreign exchange was primarily due to changes in exchange rates for the euro, the Brazilian real, the UK pound sterling, and the Polish zloty. Sales in the third quarter of 2009 grew 4% over the second quarter of 2009, reflecting equally the very early stages of recovery in Eaton's end markets and the benefit from the strengthening of currencies against the dollar.
Net sales in the first nine months of 2009 decreased by 26% compared to the first nine months of 2008. The reduction reflected 23% from core sales, primarily due to the global economic recession, and 6% from foreign exchange, partially offset by a 3% increase from acquisitions of businesses. Acquisitions of businesses were primarily The Moeller Group, acquired on April 4, 2008, and Phoenixtec Power Company Ltd., acquired on February 26, 2008.
Gross profit declined by 26% in the third quarter of 2009 compared to the third quarter of 2008. The reduction was primarily due to the decline in net sales discussed above; operating inefficiencies related to the difficulty in absorbing fixed manufacturing costs resulting from reduced sales; and pretax charges of $22 resulting from actions to reduce the workforce, a substantial portion of which were recognized in Cost of products sold. These reductions in gross profit were partially offset by savings associated with workforce reductions in 2008 and 2009, and the benefits of integrating recently acquired businesses, primarily Moeller and Phoenixtec.
The 34% decrease in gross profit for the first nine months of 2009 compared to the first nine months of 2008 was primarily due to the same factors as in the third quarter of 2009. The reduction included workforce reduction charges of $156, a substantial portion of which were recognized in Cost of products sold. In the third quarter of 2009, Eaton reported net income of $193 and a net income per Common Share of $1.14, compared to net income in the third quarter of 2008 of $315 and net income per share of $1.87. The declines were primarily due to lower net sales in 2009 and the factors that affected gross profit discussed above.
In the first nine months of 2009, Eaton reported net income of $172 and net income per Common Share of $1.02, compared to net income of $895 and net income per share of $5.57 for the first nine months of 2008. The declines were primarily due to the same factors as in the third quarter of 2009. Net income per share was also reduced due to a higher number of average shares outstanding in the first nine months of 2009 compared to the first nine months of 2008, resulting principally from the sale of 18.678 million shares in the second quarter of 2008.
Net cash provided by operating activities rose to $939 in the first nine months of 2009, an increase of $142 compared to cash provided by operating activities of $797 in the first nine months of 2008. Operating cash flows in 2009 reflected net income of $173 in the first nine months of 2009 compared to net income of $905 in the first nine months of 2008. The effect of this decline in net income was more than offset by the $917 cash flow resulting from the net reduction in funding of working capital accounts in the first nine months of 2009 compared to the first nine months of 2008. The reduction in the working capital accounts, primarily accounts receivable and inventory, was due to lower levels of operations resulting from the global economic recession, and internal efforts to reduce the investment in working capital. Cash and short-term investments totaled $665 at September 30, 2009, an increase of $135 from $530 at year-end 2008.
Total debt of $3,783 at September 30, 2009 declined by $488 from $4,271 at year-end 2008. The decline was primarily due to a $706 reduction of short-term debt (largely commercial paper) during the first nine months of 2009. Short-term debt was reduced through the use of cash generated from operations and from long-term borrowings discussed below. In March 2009, Eaton issued $550 of long-term debt through the sale of $250 of 5.95% Notes due 2014 and $300 of 6.95% Notes due 2019, with the cash proceeds from the sale of the Notes used to repay outstanding short-term commercial paper. The net-debt-to-capital ratio was 30.8% at September 30, 2009 compared to 37.0% at the end of 2008, reflecting the combined effect during the first nine months of 2009 of the $488 decrease in total debt, the $135 increase in cash and short-term investments, and the $642 increase in Total equity. The increase in Equity primarily resulted from foreign currency translation adjustments of $393 and after-tax adjustments of $241 related to pension and other postretirement benefits liabilities that were recognized in Eaton shareholders' equity. The adjustments related to pension and other postretirement benefits liabilities included $182 resulting from the remeasurement of pension and other postretirement benefits liabilities in the second quarter of 2009 that occurred due to the reduction in workforce in 2009. The increase in Equity was also due to net income of $173 in the first nine months of 2009, partially offset by cash dividends paid of $250.
Net working capital of $1,575 at September 30, 2009 rose by $525 from $1,050 at the end of 2008. The increase was primarily due to short-term debt that was $706 lower at September 30, 2009 compared to the end of 2008, largely due to the repayment of short-term commercial paper as discussed above. Changes in other working capital accounts included reductions of $248 in accounts receivable and $195 in inventories due to lower sales and internal efforts to reduce the investment in working capital, and a net increase of $262 in other working capital accounts. The current ratio was 1.5 at September 30, 2009 and 1.3 at year-end 2008.
As Eaton surveyed its end markets in mid-October, it expects the economic recovery that it is beginning to experience in its early cycle markets will continue. Eaton continues to expect that its overall end markets will decline by between 21% and 22% in 2009.


Table of Contents

RESULTS OF OPERATIONS - 2009 COMPARED TO 2008

                                        Three months ended September 30                           Nine months ended September 30
                                  2009                2008             Decrease             2009                 2008            Decrease
Continuing operations
Net sales                      $     3,028         $     4,114               (26 )%      $     8,742         $     11,889              (26 )%
Gross profit                           850               1,150               (26 )%            2,201                3,324              (34 )%
Percent of net sales                  28.1 %              28.0 %                                25.2 %               28.0 %
Income before income
taxes                                  166                 357                                   133                1,004
Income after income taxes      $       194         $       318                           $       173         $        902
Income from discontinued
operations                                                                                                              3

Net income                             194                 318                                   173                  905
Adjustment of net income
for noncontrolling
interests                               (1 )                (3 )                                  (1 )                (10 )

Net income attributable
to Eaton Common
Shareholders                   $       193         $       315                           $       172         $        895


Net income per Common
Share attributable to
Eaton Common Shareholders
- assuming dilution
Continuing operations          $      1.14         $      1.87                           $      1.02         $       5.55
Discontinued operations                                                                                               .02

                               $      1.14         $      1.87                           $      1.02         $       5.57

Average shares
outstanding assuming
dilution (in millions)               169.2               168.4                                 168.2                160.8

In the third quarter of 2009, net sales declined by 26% compared to the third quarter of 2008. The reduction included 23% from core sales, which primarily resulted from the global economic recession, and 3% from foreign exchange. The decline in core sales was driven by end markets that fell 24% in the third quarter of 2009 compared to the third quarter of 2008. The reduction from foreign exchange was primarily due to changes in exchange rates for the euro, the Brazilian real, the UK pound sterling, and the Polish zloty. Sales in the third quarter of 2009 grew 4% over the second quarter of 2009, reflecting equally the very early stages of recovery in Eaton's end markets and the benefit from the strengthening of currencies against the dollar.
Net sales in the first nine months of 2009 decreased by 26% compared to the first nine months of 2008. The reduction reflected 23% from core sales, primarily due to the global economic recession, and 6% from foreign exchange, partially offset by a 3% increase from acquisitions of businesses. Acquisitions of businesses were primarily The Moeller Group, acquired on April 4, 2008, and Phoenixtec Power Company Ltd., acquired on February 26, 2008.
Gross profit declined by 26% in the third quarter of 2009 compared to the third quarter of 2008. The reduction was primarily due to the decline in net sales discussed above; operating inefficiencies related to the difficulty in absorbing fixed manufacturing costs resulting from reduced sales; and pretax charges of $22 resulting from actions to reduce the workforce, a substantial portion of which were recognized in Cost of products sold. These reductions in gross profit were partially offset by savings associated with workforce reductions in 2008 and 2009, and the benefits of integrating recently acquired businesses, primarily Moeller and Phoenixtec.
The 34% decrease in gross profit for the first nine months of 2009 compared to the first nine months of 2008 was primarily due to the same factors as in the third quarter of 2009. The reduction included workforce reduction charges of $156, a substantial portion of which were recognized in Cost of products sold.
OTHER RESULTS OF OPERATIONS
Eaton took significant actions in 2008 and 2009 to reduce the workforce in response to the severe economic downturn. The reductions in 2008 and 2009 total approximately 15% of the full-time workforce. These actions resulted in the recognition of pretax charges for severance and pension and other postretirement benefits expense of $22 in the third quarter of 2009 and $156 in the first nine months of 2009. These pretax charges included $31 related to pension and other postretirement benefits expenses attributable to the settlements and curtailments recognized in the second quarter of 2009, as described below. The workforce reduction charges were included in the Statements of Consolidated Income in Cost of products sold or Selling & administrative expense, as appropriate. In Business Segment Information, the charges reduced Operating profit of the related business segment.


Table of Contents

Due to limitations imposed by the Pension Protection Act on pension lump sum distributions, Eaton's U.S. Qualified Pension Plan became restricted in the second quarter of 2009 from making 100% lump sum payments. As a result, the plan experienced a significant increase in lump sum payments in the second quarter before the limitation went into effect, resulting in pension settlement expense of $51 recognized in the second quarter of 2009. This expense was included in Pension & other postretirement benefits expense in Business Segment Information. As a result of the workforce reduction in 2009, curtailment expense of $14 related to U.S. pension and other postretirement benefits plans was recognized in the second quarter of 2009. The curtailment expense includes recognition of the change in the projected benefit obligation or accumulated postretirement benefit obligation, as well as recognition of a portion of the unrecognized prior service cost. This expense was included in Pension & other postretirement benefits expense in Business Segment Information.
In 2009 and 2008, Eaton incurred charges related to the integration of acquired businesses. These charges, which consisted of plant consolidations and integration, were recognized as expense as incurred. A summary of these charges follows:

                                     Three months ended           Nine months ended
                                        September 30                 September 30
                                    2009            2008          2009           2008
       Electrical Americas        $       1       $       1     $       4       $    2
       Electrical Rest of World          12              13            38           22
       Hydraulics                         2               1             3            4
       Aerospace                          4               4             9           17
       Automotive                                         1             1            3
       Corporate                                          1                          3

       Pretax charges             $      19       $      21     $      55       $   51

       After-tax charges          $      12       $      14     $      36       $   34
       Per Common Share           $     .07       $     .08     $     .21       $  .21

Charges in 2009 were related primarily to the integration of the following acquisitions: Integrated Hydraulics, Kirloskar, Moeller, Phoenixtec and Argo-Tech. Charges in 2008 were related primarily to the integration of the following acquisitions: Moeller, Phoenixtec, the MGE small systems UPS business, Argo-Tech, Synflex, PerkinElmer and Cobham. The acquisition integration charges were included in the Statements of Consolidated Income in Cost of products sold or Selling & administrative expense, as appropriate. In Business Segment Information, the charges reduced Operating profit of the related business segment.
During the third quarter and the first nine months of 2009, income tax benefits of $28 and $40 were recognized (a tax benefit rate of 17.0% for the third quarter and 30.5% for the first nine months of 2009) compared to income tax expense of $39 and $102 for the third quarter and the first nine months of 2008, respectively (10.9% and 10.1% effective tax rates). The income tax rates for the third quarter and the first nine months of 2009 were favorably affected by tax benefits from U.S. Federal, U.S. state and local, and certain foreign deferred tax assets where it is more likely than not that the deferred tax asset will be realized, based on available sources of future taxable income determined in accordance with ASC Topic 740, "Income Taxes". Further during the third quarter of 2009, the favorable impact of several foreign audit settlements and a foreign tax law change was offset by a change in value of foreign deferred tax assets. In the third quarter of 2009, Eaton reported net income of $193 and a net income per Common Share of $1.14, compared to net income in the third quarter of 2008 of $315 and net income per share of $1.87. The declines were primarily due to lower net sales in 2009 and the factors that affected gross profit discussed above.
In the first nine months of 2009, Eaton reported net income of $172 and net income per Common Share of $1.02, compared to net income of $895 and net income per share of $5.57 for the first nine months of 2008. The declines were primarily due to the same factors as in the third quarter of 2009. Net income per share was also reduced due to a higher number of average shares outstanding in the first nine months of 2009 compared to the first nine months of 2008, resulting principally from the sale of 18.678 million shares in the second quarter of 2008.
In the first quarter of 2009, Eaton adopted ASC Topic 810-10-65-1, "Noncontrolling Interests in Consolidated Financial Statements". This guidance clarifies accounting and reporting for noncontrolling interests, sometimes called a minority interest, which is the portion of equity in a subsidiary not owned, directly or indirectly, by Eaton. As a result of the adoption, the Consolidated Financial Statements were reclassified to separately report noncontrolling interests. The adoption of this guidance did not have a material effect on Eaton's consolidated results of operations, financial position or cash flows.

RESULTS BY BUSINESS SEGMENT
Electrical Americas

                                    Three months ended September 30                        Nine months ended September 30
                                2009               2008            Decrease           2009               2008            Decrease
Net sales                    $    843          $    1,048             (20 )%       $   2,583          $   2,987             (14 )%
Operating profit                  142                 167             (15 )%             392                467             (16 )%
Operating margin                 16.8 %              15.9 %                             15.2 %             15.6 %


Table of Contents

Sales of the Electrical Americas segment declined 20% in the third quarter of 2009 compared to the third quarter of 2008. The reduction included 19% from core sales and 1% from foreign exchange. The decline in core sales included 20% from lower end markets during the third quarter of 2009 compared to the third quarter of 2008, partially offset by a 1% increase from outgrowing end markets. Activity levels in the engineering service business continue to be robust and orders in the residential electrical and single-phase power quality markets are starting to increase, but further declines in the non-residential electrical market are expected.
Sales for the first nine months of 2009 decreased 14% compared to the first nine months of 2008. The reduction included 12% from core sales and 2% from foreign exchange and was primarily due to the same factors as in the third quarter of 2009. Eaton now anticipates end markets for the Electrical Americas segment are likely to decline by 19% in 2009.
Operating profit declined 15% in the third quarter of 2009 compared to the third quarter of 2008. The reduction in operating profit was largely due to the decline in net sales discussed above, partially offset by net savings resulting from the workforce reductions in 2008 and 2009. Operating profit was reduced by acquisition integration charges of $1 in both the third quarters of 2009 and 2008, which reduced the operating margin by 0.1% in 2009 and 2008.
Operating profit for the first nine months of 2009 decreased 16% compared to the first nine months of 2008 primarily due to the same factors as in the third quarter of 2009. Operating profit was reduced by acquisition integration charges of $4 in the first nine months of 2009 compared to charges of $2 in the first nine months of 2008, which reduced the operating margin by 0.2% in 2009 and 0.1% in 2008.
Electrical Rest of World

                                     Three months ended September 30                           Nine months ended September 30
                               2009               2008              Decrease             2009                2008            Decrease
Net sales                    $     646         $       893                (28 )%      $     1,785         $     2,197              (19 )%
Operating profit                    45                  92                (51 )%               55                 202              (73 )%
Operating margin                   7.0 %              10.3 %                                  3.1 %               9.2 %

Sales of the Electrical Rest of World segment declined 28% in the third quarter of 2009 compared to the third quarter of 2008. The reduction included 23% from core sales and 5% from foreign exchange. The decline in core sales included 22% from lower end markets during the third quarter of 2009 compared to the third quarter of 2008. The European electrical markets declined 26% during the third quarter of 2009, while Asian markets declined by 9%, a significant improvement from the 15% decline in the second quarter.
Sales for the first nine months of 2009 decreased 19% compared to the first nine months of 2008, which was less than the 28% reduction in sales in the third quarter of 2009 discussed above, primarily because of the acquisitions of Moeller, acquired on April 4, 2008, and Phoenixtec, acquired on February 26, 2008. The sales reduction of 19% included 22% from core sales and 9% from foreign exchange, partially offset by 12% from the acquisitions of businesses, primarily Moeller and Phoenixtec. Eaton now anticipates end markets for the Electrical Rest of World segment are likely to decline by 19% in 2009. Operating profit in the third quarter of 2009 declined 51% from the third quarter of 2008, although the operating margin improved significantly over the margin for the second quarter of 2009. The reduction in operating profit was largely due to the decline in sales described above, unabsorbed fixed costs resulting from significant sales reductions, and changes in sales mix, partially offset by net savings resulting from the workforce reductions in 2008 and 2009. Operating profit was reduced by acquisition integration charges of $12 in the third quarter of 2009 compared to charges of $13 in the third quarter of 2008, which reduced the operating margin by 1.9% in 2009 and 1.5% in of 2008. Acquisition integration charges in 2009 primarily related to Moeller and Phoenixtec, while charges in 2008 related to the MGE small systems UPS business. Operating profit in the first nine months of 2009 decreased 73% compared to the first nine months of 2008. The reduction was primarily due to the same factors as in the third quarter of 2009. Operating profit was reduced by acquisition integration charges of $38 in the first nine months of 2009 compared to charges of $22 in the first nine months of 2008, which reduced the operating margin by 2.1% in 2009 and 1.0% in 2008.
On September 1, 2009, Eaton acquired the remaining 50% of the shares of Micro Innovation Holding AG, increasing its ownership from 50% to 100%. The company is a Switzerland-based manufacturer of human machine interfaces, programmable logic . . .

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