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eaton 2001_noart


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eaton 2001_noart

  1. 1. Eaton Corporation 2001 Annual Report Focus
  2. 2. Influence
  3. 3. Eaton Corporation is a global $7.3 billion diversified industrial manufacturer that is a leader in fluid power systems; electrical power quality, distribu- tion and control; automotive engine air management and fuel economy; and intelli- gent truck systems for fuel economy and safety. Eaton has 49,000 employees and sells products in more than 50 countries. For more information, visit Financial Highlights 2 Letter to Shareholders 4 Focal Points 6 Financial Review Table of 16 Contents Report of Management 17 Report of Independent 17 Auditors Consolidated Financial 18 Statements Financial Review 22 Management’s Discussion 34 and Analysis Quarterly Data 40 Six-Year Consolidated 41 Financial Summary Directors 42 Corporate Officers 42 Appointed Officers 42 Shareholder Information 43
  4. 4. Measure 7,104 6,515 6,358 8,005 8,309 7,299 Net Sales from Continuing Operations (Millions of dollars) 1996 1997 1998 1999 2000 2001 Income from Continuing Operations 472 336 446 425 383 233 Excluding Unusual Items (Millions of dollars) 1996 1997 1998 1999 2000 2001 6.03 4.29 6.14 5.76 5.28 3.30 Income from Continuing Operations per Common Share Excluding Unusual Items 1996 1997 1998 1999 2000 2001 Net Cash Provided by Operating 774 669 623 708 519 765 Activities of Continuing Operations (Millions of dollars) 1996 1997 1998 1999 2000 2001 2
  5. 5. Excluding unusual items As reported 2001 2000 2001 2000 (Millions except for per share data) Continuing operations Net sales $ 7,299 $ 8,309 $ 7,299 $ 8,309 Income before income taxes 346 582 278 552 Income after income taxes 233 383 169 363 Income from continuing operations per Common Share assuming dilution $ 3.30 $ 5.28 $ 2.39 $ 5.00 Cash earnings from continuing operations per Common Share assuming dilution $ 4.40 $ 6.37 $ 3.49 $ 6.09 Average number of Common Shares outstanding assuming dilution 70.5 72.6 Cash dividends paid per Common Share $ 1.76 $ 1.76 Market price per Common Share High $ 81.43 $ 86.56 Low 55.12 57.50 Total assets $ 7,646 $ 8,180 Total debt 2,440 3,004 Shareholders’ equity 2,475 2,410 Shareholders’ equity per Common Share $ 35.61 $ 35.29 Common Shares outstanding 69.5 68.3 Income from continuing operations as reported includes the following unusual items: Income was reduced by unusual charges, primarily for restructuring and acquisition integration actions, of $129 in 2001 ($86 after-tax, or $1.21 per Common Share) and $52 in 2000 ($34 after-tax, or $.47 per share). Income in 2001 was increased by a net pretax gain related to the sales of businesses of $61 ($22 after-tax, or $.30 per Common Share). Income in 2000 was increased by a net pre- tax gain related to the sales of corporate assets of $22 ($14 after-tax, or $.19 per share). Cash earnings per Common Share represent income per share before non-cash amortization expense for goodwill and other intangible assets of $1.10 per share in 2001 and $1.09 in 2000. This summary includes amounts for continuing operations only and excludes the semiconductor equipment operations which were spun-off to Eaton shareholders on December 29, 2000 and are reported as discontinued operations. 3
  6. 6. Resolve To Our Shareholders: culture. The courage shown hard to capture the full Eaton sales declined by by our employees — by benefits of the scale and only 12 percent. We also returning immediately to scope within the entire garnered important new To say that 2001 was a normal activities in their enterprise. Our performance business commitments difficult year is to vastly family lives, jobs, and com- in 2001 benefited directly during the year in each understate the challenges munities — was a powerful from this approach and the of our business seg- faced by our corporation demonstration of leadership implementation of the Eaton ments, which will con- and the community we call at a time when leadership Business System. tribute to our ability to the civilized world. Our end was sorely needed. continue to outgrow our markets weakened, the Beginning in late 2000, we end markets in 2002. economy declined and Leadership is always a pre- took swift and decisive the world changed. cious resource for an enter- actions when we foresaw a We resized our resources • prise, but it is especially continued, dramatic weaken- to ensure that Eaton could The year began with our critical during a period of ing of the North American continue to compete markets experiencing their dramatic economic change, industrial economy. Our oper- successfully at far lower worst deterioration since the like the one we experienced ating plan focused on three levels of economic activity. early 1980s. And this decline in 2001. We are working to critical elements: outgrowing Aggressive actions were continued at an increasing ensure that our strategy is our end markets, resizing the taken throughout the year, rate through the first eight clear, our operational objec- corporation and strengthen- including a total of $119 months of 2001. Then the tives are broadly under- ing our balance sheet. million of restructuring markets, the economy, and stood and the execution activities, the closing of 17 the world were further shak- While our sales and earn- is increasingly crisp. manufacturing plants and en by the tragic events of ings declined substantially an 18 percent reduction in September eleventh. We all Our strategy remains the during 2001, we achieved our total employment. will long remember this same: to reposition Eaton very credible results: horrific day. Corporation as a premier During a period of • We were again successful • diversified industrial enter- depressed end markets, I am proud of the collective in outgrowing our end prise. As an important ele- lower sales and reduced resolve of the employees markets in each of our ment of this transformation, profitability, we strength- of Eaton who helped those four business segments. we have changed our ened Eaton’s balance directly affected by these The weighted average of management model. We sheet markedly. We repaid senseless acts of terrorism our end markets declined now run our corporation more than $560 million and rededicated themselves by approximately 15 per- as an integrated operating of debt, improving our net to the principles of freedom cent during 2001, while company and are working debt to capital ratio from and the power of an inclusive 4
  7. 7. As a better balanced, leaner, and more focused enterprise, Eaton is well positioned to take full advantage of the coming upturn in our end markets. 55 percent to below 47 We are operating in a Our vision remains the percent. The outstanding period of increased uncer- same — we are committed cash flow generation tainty. While the North to our goals of 10 percent from our operations American markets may be growth through the economic reflects continued at the bottom of the cycle, cycle, a 30 percent improve- improvement in our man- markets in Europe, South ment in the rate of profitabil- ufacturing processes and America and parts of Asia- ity and a further 15 percent the benefits of our new Pacific are weakening. improvement in our working business model’s capital velocity. While 2001 We expect 2002 to be a increased involvement has been a disappointing transitional year during which with strategic suppliers. year in terms of the decline our end markets will remain We also successfully in our end markets and the depressed in the first half, divested several non-core resultant decline in our earn- with the prospect of a mild businesses during 2001. ings, we remain confident in recovery at the end of the Eaton’s potential and com- The value of the changed year. Eaton is ready for the • mitted to our heightened Eaton is beginning to challenge. We have signifi- performance targets. be recognized by the cantly improved our compet- financial markets. During itive position. We have a year when the Dow resized our enterprise to declined by 7.1 percent, compete successfully at the S&P 500 by 13 per- lower levels of activity. And cent and the NASDAQ by we have strengthened our 21.1 percent, Eaton’s 2001 balance sheet considerably. Alexander M. Cutler all-in return was 16.9 per- As a better balanced, leaner, Chairman and Chief cent. For our shareholders and more focused enterprise, Executive Officer who elected to hold the Eaton is well positioned shares of Axcelis, which to take full advantage of they received at the end the coming upturn in our of 2000, the combined end markets. all-in return was an impressive 21.7 percent.
  8. 8. Rejuvenate Our Business Model First we changed the Over the last few years, more capable of achieving a less vertically integrated Eaton has undergone a dra- savings and efficiencies organization, we can suc- company. Now we’re matic transformation. We with our supplier partners, cessfully drive other key changing the way we changed from a traditional and better equipped to seize growth initiatives across the do business. vehicle components manu- new service and aftermarket company including: new facturer to a truly diversified business. Our Cutler-Hammer product development; global industrial enterprise with four Engineering Services and expansion and acquisition; broad business segments: Systems (C-H ESS) business partnerships and outsourc- Fluid Power, Industrial demonstrated how Eaton’s ing opportunities; robust & Commercial Controls, redesigned management supply chain management; Automotive and Truck. We model enabled us to profit a strategic marketing focus; changed our business model from new market sectors. heightened levels of cus- and began managing our A total solutions source for tomer responsiveness; enterprise as one integrated facility electrical service and involvement in burgeoning operating company instead of system needs, C-H ESS areas of the economy; and four independent businesses. sales grew at a rate of 23 total immersion in a Web- We introduced the Eaton percent in 2001, in an econ- enabled environment. For Business System as a frame- omy where most business- example, we continued to work for capturing the bene- es spiraled downward. Our invest in Eaton University, fits of our size, strength and business model also helped our largely virtual institute scope. And we expanded the grow Eaton’s Truck aftermar- for training and professional roles of Eaton’s four senior ket division, established in development. From tradi- vice presidents. In addition March 2000 to mitigate the tional classrooms to a to running their lines of impact of industry down- complete Web-based learn- business, they were given turns and create additional ing environment, Eaton corporate responsibility for growth by offering parts University is helping to the company-wide functions and service solutions to develop the skills and talent of marketing, innovation, customers in the commer- of our employees and quality, regional operations cial vehicle market. During channel partners. Fueled and supplier resource the second half of 2001, by a new business model management. It’s working. it posted five consecutive that delivers real results, Today, we are less capital months of sales growth, Eaton is well on its way to intensive, quicker in re- amidst a declining market becoming a premier diversi- sponding to market cycles, for new vehicles. With fied industrial. 7
  9. 9. Anticipate Organizing for Success We can’t control the The key to success in the these restructuring actions our employees pulled global marketplace is antici- to deliver $100 million of together during these tough global economy or our pating change and capitaliz- savings in 2002. Additional times to ensure that we end markets, but we ing on it. In 2001, Eaton restructuring actions under- kept our commitments to can manage Eaton. faced sharp declines in near- taken in early 2002 in the our customers. We now ly all of our markets. While Truck, Fluid Power and stand more focused, resilient we could not control the Industrial & Commercial and prepared for any future economy, we could — and Controls segments are challenge. And as an enter- did — take decisive actions expected to yield an addi- prise, Eaton is stronger, to help ensure the contin- tional $30 million of savings, more competitive and better ued competitiveness of our for a total of $130 million of positioned to take maximum organization. We lowered savings during the year. In advantage of the eventual our structural costs and 2001, we also acquired new economic recovery. resized the company to businesses to help us reach operate more effectively and or exceed our target of efficiently. We shed busi- growing earnings per share nesses and product lines by 10 percent through the that no longer fit our strate- cycle. All of this would have gic objectives. We closed been impossible to accom- plants and consolidated plish without the continued facilities and functions. And dedication of Eaton employ- we reduced the size of our ees around the world. workforce in order to com- Whether working on restruc- pete at lower levels of eco- turing actions or ongoing nomic activity. We expect business improvements, 8
  10. 10. Integrate The Power of One Eaton We create value when To become a premier diver- use innovative business Our Nordhausen, Germany sified industrial, Eaton is practices to meet require- facility, which produces the whole of our building value in each of its ments and achieve objec- engine valves, exemplifies enterprise exceeds the individual businesses while tives. The most effective the EBS in action. From combination of its leveraging the diversity and approaches are evaluated 1996 to 2001, the facility diverse parts. It’s the scale of the entire enter- and selected as best prac- has achieved on-time deliv- prise. The Eaton Business tices and re-deployed ery rates of 100 percent and power of one Eaton. System (EBS) is our frame- throughout the company to increased output by 12 work for managing Eaton’s harness the power of one percent annually. As a result, worldwide operations as Eaton. In 2001, we devel- it was one of four recipients one integrated operating oped and implemented of the 2001 Eaton Business company in order to exceed the Eaton Lean System, a Excellence Award. The the rising performance new EBS tool which simpli- remaining one-third of Eaton expectations of all our stake- fies and improves manufac- facilities will achieve Eaton holders. By providing a turing and office processes. Business Excellence certifi- common philosophy, set of The EBS also fostered the cation by the middle of 2002. values, management tools creation and introduction of and measures, the EBS lays the PROLaunch product the foundation for achieving development system, a operational excellence. series of integrated steps Together, its interrelated using Six Sigma for design elements positively impact and development to make Eaton’s results through new product launches improvements in working cost-effective and flawless. capital, cost savings, operat- By year-end, approximately ing margins, and the launch- two-thirds of Eaton’s ing of new products. The facilities met the rigorous EBS focuses on improving standards of the EBS, results by encouraging busi- with some facilities far ness units and plants to exceeding the requirements. 11
  11. 11. Innovate Bold New Solutions We make airplanes Eaton’s tradition of innovation the light commercial vehicle engine power and electric continued in 2001, with break- market, recovers energy nor- power merge to produce sig- fly, power flow and throughs in several exciting mally lost during braking and nificant economic and envi- vehicles go. Our prod- product technologies. Our converts it into hydraulic ronmental benefits. Eaton ucts aren’t always Industrial & Commercial Con- power. This stored energy is plans to deliver a prototype to visible, but Eaton trols segment introduced its then used with the engine- FedEx Express in 2002. An new Intelligent Technologies based power when a driver Eaton technology with future innovation touches (IT) line of motor control and accelerates, resulting in fuel cross-business applications in your life. software products during the savings and improved exhaust all our segments is our next year, including soft starters emissions. Fuel savings of 25 generation Fluid Condition and motor control centers, to 35 percent are expected in Monitor (FCM). Targeted initial- used to control equipment common metropolitan stop- ly for automotive and from air compressors to ski and-go applications such as off-road applications, FCM lifts. Through distinctive pack- buses, garbage trucks and technology uses an intelligent aging, diagnostic and safety delivery vehicles. In 2001, sensor to monitor additive features, we help customers Eaton delivered two prototype depletion in engine, hydraulic improve productivity and HLA systems to Ford. The and transmission fluids and reduce installation and main- hybrid electric powertrain, predict their remaining useful tenance costs. Future expan- being developed by our Truck life in real time. As a result, sion of the widely adopted IT segment for pick-up and deliv- vehicle users will drive farther line includes network connec- ery vehicles, is another Eaton between oil changes, sched- tivity and a “system well- innovation designed to ule oil changes when conven- ness” capability, enabling our improve vehicle performance, ient and enjoy lower mainte- C-H ESS business to help cus- efficiency, exhaust emissions nance costs. FCM technology tomers protect and optimize and life cycle ownership also senses system health critical assets — their people costs. It works by using a and can warn operators of and capital investments. smaller engine equipped with impending problems before Eaton’s Fluid Power segment an electric motor to provide they happen, thereby avoiding made significant progress on the missing power that a larg- high repair costs associated our new Hydraulic Launch er engine would have provid- with failures. Cost-effective Assist (HLA) technology, being ed. Similar to HLA technology, and environmentally-friendly, developed in conjunction with energy usually lost during FCM technology will be tested the Ford Motor Company and braking is reclaimed and then by customers in 2002. It’s the U.S. Environmental retained in batteries or other breakthrough solutions like Protection Agency. The tech- energy storage devices. these that make a difference nology, to be introduced in During vehicle operation, in the world around us. 12
  12. 12. Accelerate Growth Opportunities Eaton gets real growth High-performance products our $500 million multi-year result of the National come out of Eaton facilities variable valve actuation Electrical Code guideline and real profits from every day — products that technology contract with requiring all 15 and 20 amp real products. contribute to our customers’ General Motors reinforce bedroom outlet circuits in success. And as they our Automotive segment’s new construction in compli- succeed, so do we. Our strategic focus on improving ant states be protected by Aerospace business won safety, performance, fuel AFCI circuit breakers begin- nearly $2 billion in future economy and the environ- ning January 1, 2002. commercial and military ment. Our Truck segment Development work contin- contracts during the year accelerated its global reach ues in the transfer of our with fluid power system with the $250 million AFCI technology to applica- awards on Lockheed DaimlerChrysler AG multi- tions in the aerospace and Martin’s Joint Strike Fighter, year contract to supply automotive industries. By the U.S. Army’s new RAH-66 medium-duty transmission winning new business and Comanche helicopter, components in Europe and pursuing innovative growth Gulfstream’s new GIV air- South America, and Penske opportunities, Eaton will craft, and the world’s largest Logistics’ commitment to continue to outperform its lighter-than-air cargo airship install our Eaton VORAD end markets. from CargoLifter AG. In addi- EVT-300 Collision Warning tion, Airbus selected Eaton Systems throughout its trac- to provide the hydraulic tor fleet. Eaton’s arc fault power generation system circuit interrupter (AFCI) for the world’s largest com- business — the breakthrough mercial airliner, the A380. technology that detects dan- We also secured a contract gerous arcing faults in elec- with General Electric to trical wiring to help prevent develop the gas turbine fires from ever starting — is engine lubrication system booming with recent retail to power the Army’s M2 penetration into major home main battle tank and centers and hardware Crusader armored vehicle. stores. We expect additional New supercharger contracts growth from this product with Mercedes-Benz and technology in 2002 as a 15
  13. 13. Perform Report of Management 17 Report of Independent Auditors 17 Consolidated Financial Statements 18 Financial Review 22 Management’s Discussion and Analysis 34 Quarterly Data 40 Six-Year Consolidated Financial Summary 41 Directors 42 Corporate Officers 42 Appointed Officers 42 Shareholder Information 43 16
  14. 14. Report of Management Report of Independent Auditors Eaton Corporation To the Shareholders Eaton Corporation We have prepared the accompanying consolidated financial statements and related information included herein for each of the three years in We have audited the consolidated balance sheets of Eaton Corporation the period ended December 31, 2001. The primary responsibility for the as of December 31, 2001 and 2000, and the related statements of con- integrity of the financial information included in this annual report solidated income, shareholders’ equity, and cash flows for each of the rests with management. Such information was prepared in accordance three years in the period ended December 31, 2001. These financial with accounting principles generally accepted in the United States, statements are the responsibility of the Company’s management. Our appropriate in the circumstances, based on our best estimates and responsibility is to express an opinion on these financial statements judgments and giving due consideration to materiality. The opinion of based on our audits. Ernst & Young LLP, Eaton’s independent auditors, on those financial We conducted our audits in accordance with auditing standards gen- statements is included herein. erally accepted in the United States. Those standards require that The Company maintains internal accounting control systems which we plan and perform the audit to obtain reasonable assurance about provide reasonable assurance that assets are safeguarded from loss or whether the financial statements are free of material misstatement. unauthorized use, and which produce reliable accounting records for An audit includes examining, on a test basis, evidence supporting the preparation of financial information. There are limits inherent in all sys- amounts and disclosures in the financial statements. An audit also tems of internal accounting control based on the recognition that the includes assessing the accounting principles used and significant esti- cost of such systems should not be excessive relative to the benefits to mates made by management, as well as evaluating the overall financial be derived. We believe Eaton’s systems provide this appropriate balance. statement presentation. We believe that our audits provide a reasonable basis for our opinion. The systems and controls and compliance therewith are reviewed by an extensive program of internal audits and by our independent auditors. In our opinion, the financial statements referred to above present fairly, Their activities are coordinated to obtain maximum audit coverage in all material respects, the consolidated financial position of Eaton with a minimum of duplicate effort and cost. The independent auditors Corporation at December 31, 2001 and 2000, and the consolidated receive copies of all reports issued by the internal auditors at the results of its operations and its cash flows for each of the three years same time they are released to management and have access to all in the period ended December 31, 2001, in conformity with accounting audit work papers. principles generally accepted in the United States. The Company maintains high standards when selecting, training and developing personnel, to ensure that management’s objectives of maintaining strong, effective internal accounting controls and unbiased, uniform reporting standards are attained. We believe our policies and procedures provide reasonable assurance that operations are conducted Cleveland, Ohio in conformity with law and with Eaton’s commitment to a high standard January 21, 2002 of business conduct. The Board of Directors pursues its responsibility for the quality of the Company’s financial reporting primarily through its Audit Committee, which is composed of four outside directors. The Audit Committee meets regularly with management, internal auditors and independent auditors to ensure that they are meeting their responsibilities and to discuss matters concerning internal accounting control systems, accounting and financial reporting. The internal auditors and indepen- dent auditors have full and free access to senior management and the Audit Committee. Alexander M. Cutler Billie K. Rawot Chairman and Chief Executive Vice President and Controller Officer; President January 21, 2002 17
  15. 15. Consolidated Balance Sheets December 31 2001 2000 (Millions) Assets Current assets Cash $ 112 $ 82 Short-term investments 199 44 Accounts receivable 1,070 1,219 Inventories 681 872 Deferred income taxes 153 147 Other current assets 172 207 2,387 2,571 Property, plant & equipment Land & buildings 763 792 Machinery & equipment 3,053 3,255 3,816 4,047 Accumulated depreciation (1,766) (1,773) 2,050 2,274 Goodwill 1,902 2,026 Other intangible assets 533 556 Other assets 774 753 $ 7,646 $ 8,180 Liabilities & Shareholders’ Equity Current liabilities Short-term debt $ 58 $ 447 Current portion of long-term debt 130 110 Accounts payable 418 396 Accrued compensation 158 199 Accrued income & other taxes 258 192 Other current liabilities 647 763 1,669 2,107 Long-term debt 2,252 2,447 Postretirement benefits other than pensions 670 679 Deferred income taxes & other liabilities 580 537 Shareholders’ equity Common Shares (69.5 in 2001 and 68.3 in 2000) 35 34 Capital in excess of par value 1,348 1,266 Retained earnings 1,447 1,410 Accumulated other comprehensive income (loss) (299) (267) Deferred compensation plans (56) (33) 2,475 2,410 $ 7,646 $ 8,180 The Financial Review on pages 22 to 33 is an integral part of the consolidated financial statements. 18
  16. 16. Statements of Consolidated Income Year ended December 31 2001 2000 1999 (Millions except for per share data) Net sales $ 7,299 $ 8,309 $ 8,005 Costs & expenses Cost of products sold 5,503 6,092 5,792 Selling & administrative 1,220 1,299 1,248 Research & development 228 269 262 6,951 7,660 7,302 Income from operations 348 649 703 Other income (expense) Interest expense – net (142) (177) (152) Gain on sales of businesses 61 340 Other – net 11 80 52 (70) (97) 240 Income from continuing operations before income taxes 278 552 943 Income taxes 109 189 340 Income from continuing operations 169 363 603 Income from discontinued operations 90 14 Net income $ 169 $ 453 $ 617 Net income per Common Share assuming dilution Continuing operations $ 2.39 $ 5.00 $ 8.17 Discontinued operations 1.24 .19 $ 2.39 $ 6.24 $ 8.36 Average number of Common Shares outstanding 70.5 72.6 73.7 Net income per Common Share basic Continuing operations $ 2.43 $ 5.06 $ 8.31 Discontinued operations 1.25 .20 $ 2.43 $ 6.31 $ 8.51 Average number of Common Shares outstanding 69.4 71.8 72.5 Cash dividends paid per Common Share $ 1.76 $ 1.76 $ 1.76 The Financial Review on pages 22 to 33 is an integral part of the consolidated financial statements. 19
  17. 17. Statements of Consolidated Cash Flows Year ended December 31 2001 2000 1999 (Millions) Net cash provided by operating activities of continuing operations Income from continuing operations $ 169 $ 363 $ 603 Adjustments to reconcile to net cash provided by operating activities Depreciation & amortization 355 364 332 Amortization of goodwill & other intangible assets 94 98 89 Deferred income taxes 72 44 52 Pension assets (84) (67) (69) Other long-term liabilities 30 35 54 Gain on sales of businesses & corporate assets (61) (22) (340) Other non-cash items in income 2 (6) 15 Changes in working capital, excluding acquisitions & sales of businesses Accounts receivable 98 (39) (59) Inventories 149 (13) 17 Accounts payable 64 (16) (3) Accrued income & other taxes 61 (86) 67 Other current liabilities (129) (44) (58) Other working capital accounts (53) (81) 2 Other–net (2) (11) 6 765 519 708 Net cash used in investing activities of continuing operations Expenditures for property, plant & equipment (295) (386) (480) Acquisitions of businesses, less cash acquired (35) (115) (1,602) Sales of businesses & corporate assets 403 122 544 Proceeds from initial public offering of subsidiary 349 (Purchases) sales of short-term investments (154) 40 (34) Other – net 22 (34) (49) (59) (24) (1,621) Net cash (used in) provided by financing activities of continuing operations Borrowings with original maturities of more than three months Proceeds 1,481 1,555 1,917 Payments (1,419) (1,560) (1,517) Borrowings with original maturities of less than three months – net (643) 150 519 Cash dividends paid (120) (127) (128) Purchase of Common Shares (12) (417) (5) Sale of Common Shares 147 Proceeds from exercise of employee stock options 37 10 34 Other – net 1 (9) (676) (388) 958 Cash provided by continuing operations 30 107 45 Net cash used in discontinued operations (104) (43) Total increase in cash 30 3 2 Cash at beginning of year 82 79 77 Cash at end of year $ 112 $ 82 $ 79 The Financial Review on pages 22 to 33 is an integral part of the consolidated financial statements. 20
  18. 18. Statements of Consolidated Shareholders’ Equity Accumulated Common Shares Capital in other Deferred Total excess of Retained comprehensive compensation shareholders’ income (loss) Shares Dollars par value earnings ESOP plans equity (Millions) Balance at January 1, 1999 71.7 $ 36 $ 853 $ 1,321 $ (110) $ (6) $ (37) $ 2,057 Net income 617 617 Other comprehensive income (loss) (110) (110) Total comprehensive income 507 Cash dividends paid (128) (128) Issuance of shares under employee benefit plans, including tax benefit .8 49 (1) 6 54 Put option obligation (7) (7) Sale of shares 1.6 1 146 147 Purchase of shares (.1) (5) (1) (6) Balance at December 31, 1999 74.0 37 1,041 1,804 (220) 0 (38) 2,624 Net income 453 453 Other comprehensive income (loss) (47) (47) Total comprehensive income 406 Cash dividends paid (127) (127) Issuance of shares under employee benefit plans, including tax benefit .3 57 (1) 6 62 Put option obligation 7 7 Purchase of shares (6.0) (3) (112) (302) (1) (418) Initial public offering and spin-off of subsidiary 272 (416) (144) Other – net 1 (1) 0 Balance at December 31, 2000 68.3 34 1,266 1,410 (267) 0 (33) 2,410 Net income 169 169 Other comprehensive income (loss) (32) (32) Total comprehensive income 137 Cash dividends paid (120) (120) Issuance of shares under employee benefit plans, including tax benefit 1.1 1 64 (2) (1) 62 Issuance of shares to trust .3 22 (22) 0 Purchase of shares (.2) (4) (8) (12) Other – net (2) (2) Balance at December 31, 2001 69.5 $ 35 $ 1,348 $ 1,447 $ (299) $ 0 $ (56) $ 2,475 The Financial Review on pages 22 to 33 is an integral part of the consolidated financial statements. 21
  19. 19. Financial Review Dollars and shares in millions, except per share data (per share data Statements of Financial Accounting Standards (SFAS) No.141 “Busi- assume dilution) ness Combinations” and No.142 “Goodwill and Other Intangible Assets” were issued by the Financial Accounting Standards Board Accounting Policies (FASB) in the third quarter of 2001. SFAS No.141 eliminates the pooling- Consolidation and Basis of Presentation of-interests method for business combinations and requires use of the purchase method. The consolidated financial statements include accounts of Eaton and SFAS No.142 changes the accounting for goodwill and indefinite life all majority-owned subsidiaries and other controlled entities. The equity intangibles from an amortization approach to a non-amortization ap- method of accounting is used for investments in associate companies proach requiring periodic testing for impairment of the asset. Upon and joint ventures where the Company has a 20% to 50% ownership adoption of the Statement on January 1, 2002, the provisions of SFAS interest. These associate companies and joint ventures are not material No.142 require discontinuance of amortization of goodwill and indefinite either individually, or in the aggregate, to Eaton’s financial position, net life intangible assets which were recorded in connection with previous income or cash flows. business combinations. The adoption of SFAS No.142 will result in an The Company does not have off-balance sheet arrangements, financings annual decrease in pretax amortization expense associated with good- or other relationships with unconsolidated entities or other persons, also will and certain intangible assets of approximately $70. known as “special purpose entities” (SPEs). In the ordinary course of Under SFAS No.142, an impairment test will be required upon adoption business, Eaton leases certain real properties, primarily sales and office and at least annually to determine potential write-downs of goodwill and facilities, and equipment, as described under “Lease Commitments” in indefinite life intangible assets. The Company does not expect to recog- the Financial Review. Transactions with related parties are in the ordinary nize an impairment charge upon adoption of this Statement. Eaton also course of business, are conducted on an arm’s-length basis, and are not does not plan to reclassify any intangible assets from goodwill upon material to Eaton’s financial position, net income or cash flows. adoption of the Statement. Foreign Currency Translation In the third quarter of 2001, the FASB also issued SFAS No.144 “Ac- counting for Impairment or Disposal of Long-Lived Assets”. This State- The functional currency for principally all subsidiaries outside the United ment addresses the conditions under which an impairment charge States is the local currency. Financial statements for these subsidiaries should be recorded related to long-lived assets to be held and used, are translated into United States dollars at year-end exchange rates as except for goodwill, and those to be disposed of by sale or otherwise. to assets and liabilities and weighted-average exchange rates as to The provisions of this Statement are effective January 1, 2002. The revenues and expenses. The resulting translation adjustments are re- Company does not expect this Statement to have a material impact corded in shareholders’ equity in accumulated other comprehensive on its financial position, net income or cash flows. income (loss). Financial Instruments Inventories In the normal course of business, Eaton is exposed to fluctuations in Inventories are carried at lower of cost or market. Inventories in the foreign currencies, interest rates, and commodity prices. The Company United States are generally accounted for using the last-in, first-out uses various financial instruments, primarily foreign currency forward (LIFO) method. Remaining United States and all other inventories are exchange contracts, interest rate swaps and commodity futures con- accounted for using the first-in, first-out (FIFO) method. tracts to manage exposure to price fluctuations. Financial instruments Depreciation and Amortization used by Eaton are straightforward, non-leveraged, instruments for which quoted market prices are readily available from a number of Depreciation and amortization are computed by the straight-line method independent services. Financial instruments are not bought and sold for financial statement purposes. Cost of buildings is depreciated over solely for trading purposes, except for nominal amounts authorized forty years and machinery and equipment over principally three to ten under limited, controlled circumstances (in 2001, resulted in an imma- years. Goodwill and intangible assets, primarily consisting of patents, terial net gain). Credit loss from these instruments has never been trademarks and tradenames have been amortized over a range of five experienced since the counterparties to the instruments are major to forty years. Software is amortized over a range of three to five years. international financial institutions with strong credit ratings and due Goodwill and other long-lived assets are reviewed for impairment when- to control over the limit of positions entered into with any one party. ever events or changes in circumstances indicate the carrying amount may not be recoverable. Events or circumstances that would result in an impairment review primarily include operations reporting losses or a significant change in the use of an asset. The asset would be considered impaired when the future net undiscounted cash flows generated by the asset are less than its carrying value. An impairment loss would be rec- ognized based on the amount by which the carrying value of the asset exceeds its fair value. 22
  20. 20. Effective January 1, 2001, Eaton adopted Statement of Financial Options for Common Shares Accounting Standard (SFAS) No.133, “Accounting for Derivative The Company applies the intrinsic value based method described in Instruments and Hedging Activities,” as amended. SFAS No.133 re- Accounting Principles Board Opinion No. 25 to account for stock op- quires all derivative financial instruments to be recognized as either tions granted to employees to purchase Common Shares. Under this assets or liabilities on the balance sheet and to be measured at fair method, no compensation expense is recognized on the grant date, value. Accounting for the gain or loss resulting from the change in since on that date the option price equals the market price of the un- the financial instrument’s fair value depends on whether it has been derlying Common Shares. designated, and effective, as a hedge and, if so, on the nature of the hedging activity. The adoption of SFAS No.133 did not have a material Revenue Recognition effect on the Company’s financial position, net income or cash flows. Substantially all revenues are recognized when products are shipped to Eaton’s accounting policies related to financial instruments under unaffiliated customers. Shipping and handling costs billed to customers SFAS No.133 are summarized below: are included in net sales and the related costs in cost of products sold. Fair value hedge Financial instruments can be designated as hedges The Securities and Exchange Commission’s (SEC) Staff Accounting of changes in the fair value of a recognized fixed-rate asset or liability, Bulletin (SAB) No.101, “Revenue Recognition” provides guidance on or a firm commitment to acquire an asset or liability. In these cases, the SEC staff’s views on application of generally accepted accounting the gain or loss from the hedge and the offsetting gain or loss from principles to selected revenue recognition issues. The Company’s the hedged item are recognized immediately in net income. revenue recognition policy is in accordance with generally accepted Cash flow hedge Financial instruments can be designated as hedges of accounting principles and SAB No.101. variable cash flows from a recognized variable-rate asset or liability, or a Estimates forecasted acquisition of an asset or liability. For these hedges, the ef- fective portion of the gain or loss from the financial instrument is initially Preparation of financial statements in conformity with accounting prin- reported as a component of other comprehensive income in share- ciples generally accepted in the United States requires management to holders’ equity and subsequently reclassified to net income when the make estimates and assumptions in certain circumstances that affect forecasted transaction affects net income. The ineffective portion of the amounts reported in the accompanying consolidated financial state- gain or loss from the financial instrument is immediately recognized in ments and notes. Actual results could differ from these estimates. net income. Financial Presentation Changes Foreign currency net investment hedge Financial instruments can be designated as hedges of the foreign currency exposure from a net in- Certain amounts for prior years have been reclassified to conform to vestment in one of the Company’s foreign operations. In these cases, the current year presentation. the gain or loss from the hedge and the foreign currency gain or loss from the hedged net assets are reported as a component of other comprehensive income in shareholders’ equity. Foreign currency fair value hedge Financial instruments can be desig- nated as hedges of the foreign currency exposure related to a recognized asset or liability, or a firm commitment to acquire an asset or liability. For these hedges, the gain or loss from the hedge and the offsetting foreign currency gain or loss from the hedged item are recognized immediately in net income. Foreign currency cash flow hedge Financial instruments can be desig- nated as hedges of the foreign currency exposure related to the cash flows associated with a recognized asset or liability, or a forecasted acquisition of an asset or liability. In these cases, the effective portion of the gain or loss from the financial instrument is initially reported as a component of other comprehensive income in shareholders’ equity and subsequently reclassified to net income when the forecasted transac- tion affects net income. The ineffective portion of the gain or loss from the financial instrument is immediately recognized in net income. Non-hedging financial instruments The gain or loss related to financial instruments that are not designated as hedges, are recognized imme- diately in net income. 23
  21. 21. Financial Review Unusual Charges Acquisitions of Businesses 2001 Charges The Company acquired businesses for a combined net cash purchase price of $35 in 2001, $115 in 2000 and $1,602 in 1999. All acquisitions In response to extraordinarily weak economic conditions in 2001, and were accounted for by the purchase method of accounting and, ac- to reduce fixed operating costs, Eaton undertook restructuring actions cordingly, the Statements of Consolidated Income include the results that were needed to help maintain a competitive advantage in the of the acquired businesses from the effective dates of acquisition. current economic environment. The Fluid Power segment incurred charges throughout the year associated with the ongoing integration In March 2001, Eaton completed the purchase of the remaining unowned of Aeroquip-Vickers and other recent business acquisitions. The In- 50% interest of Sumitomo Eaton Hydraulics Company (known as Eaton dustrial & Commercial Controls segment announced a restructuring Fluid Power Ltd.), the former joint venture with Sumitomo Heavy In- program in the second quarter and took charges in each subsequent dustries. This business manufactures a complete line of hydraulic mo- quarter. The Truck segment announced a plan in the first quarter and tors under the Orbit and Orbitol brand names primarily for the Japanese recorded associated charges in every quarter of the year. mobile equipment market and has annualized sales of $76 in the Pacific region. The operating results of this business are reported in Business Restructuring actions in the Truck business consisted of $35 of work- Segment Information in Fluid Power. During 2001, the Company also force reductions for 1,038 employees and $20 of asset write-downs acquired the commercial clutch manufacturing assets of Transmisiones and plant consolidation and other expenses. The workforce reductions TSP, S.A. de C.V. in Mexico and completed the acquisition of the Euro- consisted of severance and other employee benefits for the elimination pean portion of the vehicle mirror actuator business of Donnelley of salary positions within the organization and manufacturing personnel Corporation, located in Manorhamilton, Ireland. at the closed facilities. The Company completed the closure of manu- facturing facilities in Hillsville, Virginia, and in Tipton, Gloucester and In September 2000, the industrial cylinder business of International Aycliffe, United Kingdom, consolidating production to a facility in Gdansk, Motion Control Incorporated was acquired for $75. This business, which Poland, as well as completing the closure of the heavy-duty transmis- had 1999 sales of $63, manufactures industrial cylinders which are pri- sion plant in St. Nazaire, France. marily used by machine and equipment builders to transfer and apply fluid power. The operating results of this business are reported in Restructuring actions in the Industrial & Commercial Controls business Business Segment Information in Fluid Power. consisted of $21 of workforce separation costs for the termination of 887 personnel, primarily manufacturing, and $9 of plant consolidation In April 1999, the Company acquired Aeroquip-Vickers, Inc. for $1,589. and other expenses. The operating results of this business are reported in Business Segment Information in Fluid Power. As a result of the acquisition of Aeroquip- In connection with the acquisition of businesses in the Fluid Power Vickers, Eaton incurred acquisition integration costs related to Aeroquip- segment, Eaton incurred acquisition integration costs related to Eaton Vickers locations and employees. Acquisition integration costs not locations and employees. In accordance with generally accepted ac- associated with the generation of future revenues, and which had no counting principles, these costs were recorded as expense as incurred. future economic benefit, were reflected as assumed liabilities in the Integration charges related to the acquisition of Aeroquip-Vickers and purchase price allocation. Acquisition integration liabilities of $49 re- other recent acquisitions included $15 for plant consolidation and other mained at December 31, 2000 and were substantially utilized in 2001. expenses and $7 for workforce reductions. Workforce reductions include severance and other related employee benefits for the termination of Sales of Businesses and Corporate Assets 239 personnel. The Company sold businesses, product lines and certain corporate Restructuring actions related to corporate staff consisted of $8 for assets for aggregate cash proceeds of $403 in 2001, $122 in 2000 workforce reductions, representing 10% of the corporate staff, as well and $544 in 1999. as $4 for asset writedowns and other expenses. A corporate charge of $10 related to an arbitration was recorded in the second quarter of The sales of businesses in 2001 included the Vehicle Switch/Electronics 2001. The arbitration award related to a contractual dispute over sup- Division (VS/ED), the Air Conditioning and Refrigeration business, and ply arrangements initiated in February 1999 against Vickers, Incorpo- certain assets of the Automotive and Truck segments. The sales of rated, a subsidiary of Aeroquip-Vickers, Inc., which was acquired by these businesses resulted in a net pretax gain of $61 ($22 after-tax, Eaton in April 1999. or $.30 per Common Share). 2000 Charges The sales of certain corporate assets and product lines in 2000 resulted in a net pretax gain of $22 ($14 after-tax or $.19 per Common Share). Integration charges related to the acquisition of Aeroquip-Vickers con- Divestitures in 1999 included the sale of the Engineered Fasteners and sisted of $46 of plant consolidation and other expenses and $1 for work- Fluid Power divisions. The sales of these businesses, and adjustments force reductions. The workforce reduction charges consist of severance related to businesses sold in prior periods, resulted in a net pretax gain and other related employee benefits and included the termination of of $340 ($198 after-tax, or $2.68 per Common Share). Substantially all approximately 110 employees, primarily manufacturing personnel. The of Vickers Electronic Systems was sold, which was acquired in the ac- Company also incurred $5 of corporate charges related to the restruc- quisition of Aeroquip-Vickers, resulting in no gain or loss. turing of certain functions. The net gains on the sales of businesses in 2001 and 1999 were reported 1999 Charges as a separate line item in the Statements of Consolidated Income and Business Segment Information. The net gain on the sales of corporate Integration charges related to the acquisition of Aeroquip-Vickers in- assets and product lines in 2000 was included in the Statements of cluded $21 for plant consolidation and other expenses. In addition, a $2 Consolidated Income in Other income – net and in Business Segment liability for workforce reductions, severance and other related employee Information in Corporate & other – net. The operating results of VS/ED benefits, was recorded and included the termination of 70 employees. and the businesses sold in 1999 are reported in Business Segment Information as Divested operations. 24
  22. 22. As part of the ongoing effort to restructure European operations in the The consolidated financial statements present the semiconductor Truck segment, a restructuring liability of $7 was recorded in 1999. This equipment operations as a discontinued operation for 2000 and 1999. charge related to workforce reductions, severance and other related Operating results of discontinued operations are summarized as follows: employee benefits, for the termination of 190 employees, primarily 2000 1999 manufacturing personnel. Net sales $ 679 $ 397 Summary of Unusual Charges Income before income taxes $ 132 $ 20 Income taxes 42 6 A summary of unusual charges recorded in each year follows: Net income $ 90 $ 14 2001 2000 1999 Operational restructuring charges Debt and Other Financial Instruments Fluid Power $ 22 $ 47 $ 21 Industrial & Commercial Controls 30 At December 31, 2001, short-term debt was $58, which related to lines Truck 55 7 of credit of subsidiaries outside the United States. These subsidiaries Corporate 22 5 2 have available lines of credit, primarily short-term, aggregating $119 from various banks worldwide. Pretax $ 129 $ 52 $ 30 Long-term debt, excluding the current portion, follows: After-tax $ 86 $ 34 $ 20 Per Common Share 1.21 .47 .27 2001 2000 Variable rate notes due 2003 ( 3.08% at December 31, 2001 The operational restructuring charges are included in the Statements of based on 3-month LIBOR plus 0.73%) $ 150 Consolidated Income in Income from operations and reduced operating 6.95% notes due 2004 250 $ 250 profit of the related business segment. The corporate charges are in- 1.62% Yen notes due 2006 38 cluded in the Statements of Consolidated Income in Income from oper- 8% debentures due 2006 ations, except for $11 in 2001, which primarily related to the arbitration ($80 converted to floating rate of 4.9% by interest award, which is included in the Statements of Consolidated Income in rate swap) 86 86 Other expense – net. All of the corporate charges are included in Busi- 8.9% debentures due 2006 ness Segment Information in Corporate & other – net. (converted to floating rate of 5.9% by interest Restructuring Liabilities rate swap) 100 100 6% Euro 200 million notes due 2007 Restructuring liabilities of $8 remained at December 31, 2000 related (converted to floating rate of 4.1% by interest to prior restructuring actions and were fully utilized in 2001. A move- rate swap) 177 186 ment of the various components of charges related to 2001 restructur- 8.1% debentures due 2022 100 100 ing actions are as follows: 7-5/8% debentures due 2024 66 66 Inventory & Plant 6-1/2% debentures due 2025 Workforce reductions other asset consolidation (due 2005 at option of debenture holders) 145 145 Employees Dollars write-downs & other Total 7.875% debentures due 2026 82 82 2001 charges 2,310 $ 71 $ 20 $ 28 $ 119 7.65% debentures due 2029 Utilized in 2001 (1,966) (50) (20) (26) (96) ($100 converted to floating rate of 3.3% by interest Liabilities remaining at rate swap) 200 200 December 31, 2001 344 $ 21 $ 0 $ 2 $ 23 6.4% to 7.6% medium-term notes due at various dates ranging from 2002 to 2018 131 157 Commercial paper Discontinued Operations ($100 converted to fixed rate of 3.7% by interest On June 30, 2000, the Company’s semiconductor equipment operations rate swap) 630 900 were reorganized into a wholly-owned subsidiary, Axcelis Technologies, Other 97 175 Inc. (Axcelis). In July 2000, Axcelis completed an initial public offering $ 2,252 $ 2,447 (IPO) for the sale of 17.6% of its common stock. The net proceeds from the IPO were $349. On December 29, 2000 Eaton distributed its re- The Company has multi-year credit facilities of $900, $500 of which maining interest in Axcelis to Eaton shareholders as a dividend (spin- expires in May 2003 and $400 expires in April 2005. Commercial paper off). The gain on the IPO of $272 was recorded as a direct increase to of $630 is classified as long-term debt because Eaton intends, and has shareholders’ equity. The spin-off was recorded as a direct reduction the ability under this agreement, to refinance these notes on a long- of shareholders’ equity of $416. term basis. 25