Eaton Corporation, Plc · NYSE:ETN
Eaton — Merger or Acquisition (May 2012)
26 slides from Eaton's merger presentation, May 30, 2012
Slide 1: Filed by Eaton Corporation pursuant to Rule 425
Filed by Eaton Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cooper Industries plc; Eaton Corporation Filer’s SEC File No.: 1-1396 Date: May 30, 2012
Slide 2: KeyBanc Capital Markets Industrial, Automotive and Transportation Conference
KeyBanc Richard © 2012 Eaton Fearon Capital Corporation. – Markets Vice Chairman Industrial, All rights andAutomotive Chief reserved. Financial and and Transportation Planning Officer Conference May 30, 2012
Slide 3: Important Information and Additional Information
The all Persons information. 1997, NO This applicable IMPORTANT A Statement/Prospectus Investors available of www.sec.gov. Global other PARTICIPANTS Cooper, Eaton solicitation otherwise, Report and with (1) © 2 registration 2012 the reasonable Expected executive OFFER directors communication the doc
Slide 4: Forward Looking Statements
Forward This transactions goals, of “believe,” looking actual that current competitive competing factors Reports No greater © 3 2012 management statement the presentation intentions results is or long-term new Eaton statements on Looking not lesser “plan,” technologies; Form pressures contemplated b
Slide 5: Eaton – A Premier Diversified Power Management Company
Eaton A © 4 balanced 2012Corporation Eaton power Corporation. management – A Premier All rights Diversified company reserved. Eaton’s Poweracquisition Management of Cooper CompanyIndustries 2012 outlook
Slide 6: Eaton Helping Bridge the Gap Between Energy Demand and Supply
Eaton Our Cities Industrial Information Energy Infrastructure Transportation …helping © 5 2012 products provides &&Eaton Buildings & Utilities toTechnology Machinery bridge &Corporation. energy services theefficient gap deliver All between rights solutions reliability, rapidly reserved. using effici
Slide 7: Eaton Has a Global Footprint Across Five Business Segments
Today International U.S. 28% 27% 2011 Electrical 45% 18% 10% 16% 11% Truck © 6 2012 Sales Automotive weEaton Hydraulics have byDeveloped Region Business Corporation. a global Aerospace footprint International All rights across reserved. Emerging the five business segments…
Slide 8: Eaton Businesses Are Balanced Across the Economic Cycle
…and 100% No 2011 34% 29% 23% 14% $2.2B Electrical $3.6B Late Commercial $4.7B Mid Hydraulics, $5.5B Early Residential © 7 2012 Cycle Global 80% in our Eaton Revenues Service, businesses 60% Electric, Industrial Aerospace, Sales Corporation. 40% by Defense, Single are Cycle 20% Controls, Nonresident
Slide 9: EBS: A Robust Process at the Heart of Our Strategy
EBS A Robust Growth process Outgrowing profitability through Identifying Established and Operational Profitability Global Efficient Effective Capital management targeted Doing Foundation growth Employee Customer Supplier © 8 powerful 2012 processes embodies business scale strategic Efficiency expend
Slide 10: Executing Our Strategy Has Resulted in Upward Shift in Profitability
Executing Margin 25% Segment + 14.5% 2002-2008 Profitability Innovative Leveraging © 9 260 2012 20% to -15% (%) Eaton 310 15% our new 2010 the Operating Drivers 14.2% bps Corporation. strategy 10% Eaton products 2011 12.7% 5% Business 2012E has 0%resulted 11.9% All Average rights System in reserved.
Slide 11: Our Cumulative Shareholder Return
Our Cumulative Return 500 2000 12 S&P Eaton 2.0% 6.2% 12.0% PDI Note © 10 2012 450 shareholder Group 500 –2001 PDI Index Mid Eaton 400 2002 Group Shareholder May 350 Corporation. returns 2003 300 2012 represents 250 2004 CAGR* have Returns 200 All 2005 far an 150 rights equal outpaced 2006 100reserv
Slide 12: Powerful Megatrends Will Help Drive Our Markets
Powerful By Electrical …Percentage Hydraulics 30 Aerospace 20 Truck 90 Automotive Source: © 11 2012 …Percentage the numbers: Eaton United megatrends decrease increase Corporation. Nations, decrease increase will in inIATA, agricultural electricity in in help All proposed fuel drive NHTSA, rights con
Slide 13: Eaton – A Premier Diversified Power Management Company
Eaton A © 12balanced 2012Corporation Eaton power Corporation. management – A Premier All rights Diversified company reserved. Eaton’s Poweracquisition Management of Cooper CompanyIndustries 2012 outlook
Slide 14: Acquisitions Have Played a Large Role in Growing Our Electrical Business
Market Electrical Acquisitions Year Americas & Cutler Westinghouse Delta Powerware MGE Moeller Phoenixtec Cooper 28 © 13 2012 Distribution other Electrical Small Hammer Participation 2012 Eaton 2008 Electrical Group EMEA 2008 2004 Systems have Sales $5.4 $1.5 DCBU Corporation. Quality 2003 1978 Acq’
Slide 15: Transaction Overview
Transaction Combined Premier in Cooper Consideration Fully Financing Financial $375M Expect Timing Conditional (1) © 14 2012 Ireland Thecommitted closing operating shareholders financial Eaton power benefits company overview onCorporation. management in customary bridge benefits synergies, the will
Slide 16: Cooper: Energy Efficient Solutions and Market Leader
Energy Cooper Market Crouse-Hinds $600 Safety Leading Lighting Strong Bussmann: B-Line Global Wiring Electrical 15 MLED leader provider devices Support and leader has Power sales European $1.1 devices $650 aSafety platform wide in B$1.0 in Systems $350 structures of sales electrical circuit distribu
Slide 17: Adding Cooper Expands Eaton's Market Participation
Adding Moving Utility © 16 2012power Cooper Eaton Upstream Facilities Corporation. expands Historic Load Eaton’s Eaton All management rights market Corereserved. Moving participation distribution Downstream network Power Distribution & lighting control
Slide 18: The Strategic Rationale for this Acquisition Is Compelling – I
The Broad Upstream Expands Well Aging Increased © 17 2012 strategic positioned portfolio grid Eaton our spending intosolutions rationale Corporation. power of to complementary address onsolutions with for energy this long-term All all& acquisition channels encompassing rights infrastructure products
Slide 19: The Strategic Rationale for this Acquisition Is Compelling – II
The Aligns Adds Attractive Strong Complementary Offers © 18 2012 strategic breadth improved oil with Eaton & business our gas rationale to Corporation. customer our component industry cash inglobal management EMEA forpositioning segment this geographic All andacquisition rights utility focus flexibi
Slide 20: Our Integrated Operating Synergies
OurThe ($M) Synergies Pre-tax Sales Cost-out Total Global Acquisition Integration $260M (1) Corporation. 19 integrated operating 2013 synergies cash operating in financial synergies cost 2014 plans integration management All out operating synergies 10 2015 rights benefits synergies synergies 35 65 7
Slide 21: The Acquisition Is Accretive to Operating Earnings
The ($) Accretion Operating Cash (1) © accounting 20 2012 2013 EPS acquisition Operating Eaton accretion 2014 EPSCorporation. 2015 Accretion is EPSnumbers accretive 2016 Accretion (1) do All to(0.10) earnings(1) not (1,2) rights represent 0.35 0.40 reserved. 0.45 0.65 a profit 0.55 0.75 0.85 forecas
Slide 22: Eaton – A Premier Diversified Power Management Company
Eaton A © 21balanced 2012Corporation Eaton power Corporation. management – A Premier All rights Diversified company reserved. Eaton’s Poweracquisition Management of Cooper CompanyIndustries 2012 outlook
Slide 23: We Project Growth in Our Markets in 2012
We2012 2012E Total U.S. Electrical Hydraulics Aerospace Truck Automotive Eaton © 22 project U.S. Consolidated Index 2012E Eaton Americas ROW Non Index growth Index Index 7 Corporation. 16Index 5154of 39Index 10 925% (1) 2 in n/a 65% All our 7 (1) 59% rights markets 2% reserved. in 2012…
Slide 24: Leading to Another Year of Record Margins
…leading 2011 Electrical Hydraulics Aerospace Truck Automotive Eaton © 23 2012 2012E Consolidated 18.4% Eaton Americas ROW to 14.8% 15.6% 12.0% 2015 another 19.0% Corporation. 9.4% 15.0% Target 16.0% 12.0% 14.6% 14.2% 20% year 10.0% 17% 17% of 13% 16.0% 14.5% All record 14% rights 17% - margins 15.0
Slide 25: 2012 Guidance
2012 January Market Net Sales Incremental Tax Full Fully Q2 Operating Free © 24 2012 $1.05 $1.04 Acquisition Rate Year Cash Guidance Decrease Diluted Growth Outgrowth Eaton Guidance 17% $4.15 $4.10 -Cash EPS Flow $1.15 $1.14 Margin EPS Corporation. - from -of 19% Flow Revenue $1.1B $4.55 $4.50 Febru
Slide 26: Powering business worldwide
Powering business worldwide EATON