Slide 1: Acquisition of Cooper Industries plc
Exhibit 99.2 Acquisition of Cooper Industries plc Eaton Corporation Sandy Cutler May 21, 2012 © 2012 Eaton Corporation. All rights reserved.
Slide 2: Responsibility statement and important information
The directors of Eaton Corporation accept responsibility for the information contained in this communication. To the best knowledge and belief of the directors of Eaton Corporation (who have taken all reasonable care to ensure such is the case), the information contained in this communication is in
Slide 3: Forward Looking Statements
Forward Looking Statements This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning Eaton, Eaton Global Plc, the acquisition and other transactions contemplated by the Transaction Agreement, our acquisition financi
Slide 4: Eaton's acquisition of Cooper results in…
Eaton’s acquisition of Cooper results in… • A combination of two leading industrial companies with complementary electrical businesses • $21.5B combined 2011 sales • $3.1B combined 2011 EBITDA • An enterprise increasingly well positioned for growth through addressing global power management needs •
Slide 5: Transaction overview
Transaction overview Combined • Premier power management company with 2011 sales of $21.5B company • Under the leadership of Eaton management • Named Eaton Global Plc and will continue to trade on NYSE as ETN • Incorporated in Ireland Consideration • Cooper shareholders will receive $39.15 in cash a
Slide 6: Benefits to Cooper shareholders
Benefits to Cooper shareholders • Recommended bid with the full support of Cooper’s Board of Directors • Bid reflects full value for the company • 29% equity premium to the closing price on May 18, 2012 • Attractive EV/EBITDA ltm multiple of 12.9x (1), significantly above the multiple at closing on
Slide 7: Eaton's strategy remains consistent
Eaton’s strategy remains consistent • A premier power management enterprise run as an integrated operating company serving customers globally • Provide innovative, safe, reliable, and efficient electrical, hydraulic, and mechanical solutions across diverse end markets • Focus upon one of the most im
Slide 8: Corporate goals for 2015
Corporate goals for 2015 Growth 12-14% sales 30% of growth 20% sales from emerging earnings growth markets 2015 Goals 9% free cash flow 15% ROIC margin 16% segment margin Performance Returns Note: Segment Margin excludes acquisition integration charges © 2012 Eaton Corporation. All rights reserved.
Slide 9: Acquisitions have played a large role in growing our electrical business
Acquisitions have played a large role in growing our electrical business Market Participation Regional Strength Electrical Group Acq’d Year Power Control Power Lighting & Asia- Acquisitions Sales Americas EMEA & Distribution Quality Safety Pacific Cutler Hammer 1978 $0.6B Westinghouse DCBU 1994 $1.0
Slide 10: Our acquisition program has helped drive strong shareholder returns
Our acquisition program has helped drive strong shareholder returns
Slide 11: Cooper is an electrical industry leader
Cooper is an electrical industry leader • Leading and innovative manufacturer of electrical equipment with $5.4B sales and 14.0% operating margin in 2011 • Wide range of electrical products • 100+ year reputation in industrial, utility, and commercial markets with leading brands • Serves global cust
Slide 12: Cooper has a wide range of complementary electrical businesses
Cooper has a wide range of complementary electrical businesses Energy and Safety Solutions ($2.9 B sales) Electrical Products ($2.5 B sales) • Lighting • Cooper Power Systems • $1.1 B sales • $1.3 B sales • Strong LED platform • Market leader in driving growth distribution grid protection • Bussmann
Slide 13: The strategic rationale for this acquisition is compelling - I
The strategic rationale for this acquisition is compelling - I • Broad portfolio of complementary products • Market segment expansion: • Upstream into power solutions encompassing primary and secondary distribution, grid automation, and smart grid • Downstream into lighting, lighting controls, and w
Slide 14: The strategic rationale for this acquisition is compelling - II
The strategic rationale for this acquisition is compelling - II • Aligns with our customer segment focus in oil & gas, mining, energy efficiency and alternative energy • Adds breadth to our global geographic exposure • Attractive business in EMEA • Strong oil & gas industry positioning globally • Co
Slide 15: Eaton's present electrical solutions are focused upon four broad sets of capabilities
Eaton’s present electrical solutions are focused upon four broad sets of capabilities Eaton Power Expertise… … accessible and applied Access to: Access to: Residential, non residential Data Center construction and utilities and IT markets POWER POWER DISTRIBUTION QUALITY CONTROL SERVICE Access to: A
Slide 16: © 2012 Eaton Corporation. All rights reserved.
© 2012 Eaton Corporation. All rights reserved.
Slide 17: Our integrated operating company capabilities (EBS) will drive significant synergies
Our integrated operating company capabilities (EBS) will drive significant synergies (1) Synergies ($M) 2013 2014 2015 2016 Pre-tax operating synergies Sales synergies 10 35 70 115 Cost-out synergies 65 140 240 260 Total operating synergies 75 175 310 375 Global cash management and resultant tax ben
Slide 18: The acquisition is accretive to earnings
The acquisition is accretive to earnings (1) Accretion ($) 2013 2014 2015 2016 Operating EPS Accretion (1) (0.10) 0.35 0.45 0.55 Cash Operating EPS Accretion (1,2) 0.40 0.65 0.75 0.85 (1) EPS accretion numbers do not represent a profit forecast as defined in the Irish Takeover Code (2) Cash Operatin
Slide 19: Cooper enhances Eaton's revenue mix
Cooper enhances Eaton’s revenue mix Eaton Cooper NewCo 11% 8% 12% 16% 100% Electrical 45% EPG E&SS 8% 46% 54% 59% 10% 13% 18% Electrical Hydraulics Aerospace Truck Automotive 0% 21% 25% 27% 45% 49% 19% 60% 26% 28% U.S. International Developed Emerging Note: Based on 2011 sales © 2012 Eaton Corporati
Slide 20: Financing plan for transaction
Financing plan for transaction • Bridge loan and cash on hand to fund cash component of the consideration • Plan to replace bridge loan with approximately $5.1B of term debt in several tranches with varied tenors • In the medium term, we are targeting a return to an A credit rating for our long term
Slide 21: We expect the transaction to close this fall
We expect the transaction to close this fall Expected close Shareholder votes Post proxy statement and scheme document Announcement Bridge financing commitment in place Regulatory filings © 2012 Eaton Corporation. All rights reserved. 21
Slide 22: Eaton's acquisition of Cooper results in…
Eaton’s acquisition of Cooper results in… • A combination of two leading industrial companies with complementary electrical businesses • $21.5B combined 2011 sales • $3.1B combined 2011 EBITDA • An enterprise increasingly well positioned for growth through addressing global power management needs •
Slide 23: E-TeN
E-TeN Powering Business Worldwide