1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-1175
COOPER INDUSTRIES, INC.
(Exact name of Registrant as Specified in Its Charter)
OHIO 31-4156620
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
600 TRAVIS, SUITE 5800, HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
713/209-8400
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
Common Stock, $5 par value The New York Stock Exchange Pacific
Exchange
Rights to Purchase Preferred Stock The New York Stock Exchange Pacific
Exchange
Securities registered Pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
2
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate value of the registrant's voting stock held by non-affiliates
of the registrant as of March 1, 2001 was $3,913,341,617.
NUMBER OF SHARES OUTSTANDING OF REGISTRANT'S COMMON STOCK AS OF
MARCH 1, 2001 -- 93,539,239
DOCUMENTS INCORPORATED BY REFERENCE
Cooper Industries, Inc. Proxy Statement for the Annual Meeting of Shareholders
to be held on April 24, 2001 (Part I -- Item 1, Part II -- Items 6, 7, 7A
and 8, Part III -- Items 10, 11 and 12 and Part IV -- Item 14(a)(1))
Continuation of Page 1
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PART I
ITEM 1. BUSINESS; ITEM 2. PROPERTIES
GENERAL
The term "Cooper" refers to the registrant, Cooper Industries, Inc., which
was incorporated under the laws of the State of Ohio on January 8, 1919.
Cooper operates in two business segments: Electrical Products and Tools &
Hardware. Cooper manufactures, markets and sells its products and provides
services throughout the world. Cooper has manufacturing facilities in 21
countries and currently employs approximately 34,250 people. On December 31,
2000, the plants and other facilities used by Cooper throughout the world
contained an aggregate of approximately 20,674,300 square feet of space, of
which approximately 74 percent was owned and 26 percent was leased. The charts
on the next page show the number of employees, square footage of facilities
owned and leased and location of manufacturing facilities for each industry
segment. Certain equipment and production facilities have been financed by
industrial revenue bonds issued by local government authorities and are subject
to security arrangements customary in such financings.
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SQUARE FOOTAGE OF
NUMBER AND NATURE OF FACILITIES PLANTS AND FACILITIES
NUMBER OF -------------------------------------------- -----------------------
SEGMENT EMPLOYEES MANUFACTURING WAREHOUSE SALES OTHER OWNED LEASED
- ------- --------- ------------- --------- ----- ----- ---------- ---------
Electrical Products................ 26,730 88 10 72 5 11,365,700 4,330,300
Tools & Hardware................... 7,310 30 9 12 1 3,905,300 935,200
Other.............................. 210 - - - 1 - 137,800
------ --- --- --- --- ---------- ---------
Total................... 34,250 118 19 84 7 15,271,000 5,403,300
MANUFACTURING PLANT LOCATIONS
-----------------------------
EUROPE
UNITED (OTHER UNITED SOUTH REPUBLIC
SEGMENT STATES THAN UK) KINGDOM MEXICO AMERICA AUSTRALIA CANADA OF CHINA INDIA MALAYSIA
- ------- ------ -------- ------- ------ ------- --------- ------ -------- ----- --------
Electrical Products.... 47 11 11 10 3 1 2 1 1 1
Tools & Hardware....... 15 8 - 4 2 1 - - - -
--- --- --- --- --- --- --- --- --- ---
Total....... 62 19 11 14 5 2 2 1 1 1
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Operations in the United States are conducted by unincorporated divisions
and wholly-owned subsidiaries of Cooper, organized by the two business segments.
Activities outside the United States contribute significantly to the revenues
and operating earnings of both segments of Cooper. These activities are
conducted in major commercial countries by wholly-owned subsidiaries and
jointly-owned companies, the management of which is structured through Cooper's
two business segments. As a result of these international operations, sales and
distribution networks are maintained throughout most of the industrialized
world. Cooper generally believes that there are no substantial differences in
the business risks associated with these international operations compared with
domestic activities, although Cooper is subject to certain political and
economic uncertainties encountered in activities outside the United States,
including trade barriers, restrictions on foreign exchange and currency
fluctuations. As the U.S. dollar strengthens against foreign currencies at a
rate greater than inflation in those countries, Cooper may experience lower
segment revenues and operating earnings. The five countries in which Cooper
generates the most international revenues are Canada, Germany, France, Mexico
and the United Kingdom. Cooper has operations in India and Malaysia and has
several joint ventures with operations in China. Investments in India, Malaysia
and China are subject to greater risks related to economic and political
uncertainties as compared to most countries where Cooper has operations. Exhibit
21.0 contains a list of Cooper's subsidiaries.
Financial information with respect to Cooper's industry segments and
geographic areas is contained in Note 14 of the Notes to Consolidated Financial
Statements, incorporated herein by reference to pages D-31 through D-33 of
Appendix D to the Cooper Proxy Statement for the 2001 Annual Meeting of
Shareholders. A discussion of acquisitions and divestitures is included in Notes
2, 3, 6, 16 and 18 of the Notes to Consolidated Financial Statements,
incorporated herein by reference to pages D-19 through D-23 and D-34 through
D-35 of Appendix D to the Cooper Proxy Statement for the 2001 Annual Meeting of
Shareholders.
With its two business segments, Cooper serves three major markets:
industrial, construction and electrical power distribution. Markets for Cooper's
products and services are worldwide, though the United States is the largest
market. Within the United States, there is no material geographic concentration
by state or region. Cooper experiences substantial competition in both of its
business segments. The number and size of competitors vary considerably
depending on the product line. Cooper cannot specify with exactitude the number
of competitors in each product category or their relative market position.
However, most operating units experience significant competition from both
larger and smaller companies with the key competitive factors being price,
quality, brand name and availability. Cooper considers its reputation as a
manufacturer of a broad line of quality products and premier brands to be an
important factor in its businesses. Cooper believes that it is among the leading
manufacturers in the world of electrical distribution equipment, wiring devices,
support systems, hazardous duty electrical equipment, emergency lighting,
lighting fixtures, fuses, nonpower hand tools and industrial power tools.
Cooper's research and development activities are for purposes of improving
existing products and services and originating new products. During 2000,
approximately $57.7 million was spent for research and development activities as
compared with approximately $54.0 million in 1999 and $50.4 million in 1998.
Cooper obtains and holds patents on products and designs in the United States
and many foreign countries where operations are conducted or products are sold.
Although in the aggregate Cooper's patents are important in the operation of its
businesses, the loss by expiration or otherwise of any one patent or group of
patents would not materially affect its business.
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Cooper does not presently anticipate that compliance with currently
applicable environmental regulations and controls will significantly change its
competitive position, capital spending or earnings during 2001. Cooper has been
a party to administrative and legal proceedings with governmental agencies that
have arisen under statutory provisions regulating the discharge or potential
discharge of material into the environment. Orders and decrees consented to by
Cooper have contained agreed-upon timetables for fulfilling reporting or
remediation obligations or maintaining specified air and water discharge levels
in connection with permits for the operations of various plants. Cooper believes
it is in compliance with the orders and decrees, and such compliance is not
material to the business or financial condition of Cooper. For additional
information concerning Cooper's accruals for environmental liabilities, see Note
6 of the Notes to Consolidated Financial Statements, incorporated herein by
reference to pages D-21 through D-23 of Appendix D to the Cooper Proxy Statement
for the 2001 Annual Meeting of Shareholders.
Approximately 54% of the United States hourly production work force of
Cooper is employed in 49 manufacturing facilities, distribution centers and
warehouses not covered by labor agreements. Numerous agreements covering
approximately 46% of all hourly production employees exist with 27 bargaining
units at 26 operations in the United States and with various unions at 33
international operations. During 2000, new agreements were concluded covering
hourly production employees at 4 operations in the United States. Cooper
considers its employee relations to be excellent.
Sales backlog at December 31, 2000 was approximately $456 million, all of
which is for delivery during 2001, compared with backlog of approximately $389
million at December 31, 1999.
Cooper's financial condition and performance are subject to various risks
and uncertainties including (1) the condition of the domestic economy and
European and Latin American markets; (2) spending on commercial and residential
construction and by utilities; (3) worldwide energy-related project spending;
(4) demand for products in the electronics and telecommunications markets; (5)
raw material and energy costs; (6) mix of products sold; (7) realization of
benefits of cost reduction programs; (8) competitive conditions; (9) the
relationship of the U.S. dollar to the currencies of countries in which Cooper
does business; and (10) mergers and acquisitions and their integration into
Cooper.
The following describes the business conducted by each of Cooper's business
segments. Additional information regarding the products, markets and
distribution methods for each segment is set forth on the table at the end of
this Item. Information concerning market conditions, as well as information
concerning revenues and operating earnings for each segment, is incorporated
herein by reference to pages D-1 through D-11 of Appendix D to the Cooper Proxy
Statement for the 2001 Annual Meeting of Shareholders. Additional information
about market conditions and earnings is incorporated by reference to Cooper's
Report on Form 8-K dated March 16, 2001.
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ELECTRICAL PRODUCTS
The Electrical Products segment manufactures, markets and sells electrical
and circuit protection products, including fittings, support systems,
enclosures, wiring devices, plugs, receptacles, lighting fixtures, fuses,
emergency lighting, fire detection systems and security products for use in
residential, commercial and industrial construction, maintenance and repair
applications. The segment also manufactures, markets and sells products for use
by utilities and in industry for electrical power transmission and distribution,
including distribution switchgear, transformers, transformer terminations and
accessories, capacitors, voltage regulators, surge arresters, pole line hardware
and other related power systems components.
The principal raw material requirements include copper, tin, lead,
plastics, insulating materials, pig iron, aluminum ingots, steel, aluminum and
brass. These raw materials are available from and supplied by numerous sources
located in the United States and abroad.
Demand for Electrical Products follows general economic conditions and is
generally sensitive to activity in the construction market, industrial
production levels, electronic component production and spending by utilities for
replacements, expansions and efficiency improvements. The segment's product
lines are marketed directly to original equipment manufacturers and utilities
and to a variety of end users through major distributor chains, retail home
centers and thousands of independent distributors.
TOOLS & HARDWARE
The Tools & Hardware segment manufactures, markets and sells hand tools for
industrial, construction and consumer markets; automated assembly systems for
industrial markets; and electric and pneumatic industrial power tools for
general industry, primarily automotive and aerospace manufacturers.
The principal raw material requirements include flat and bar stock steel,
brass, copper, tin plate, fiberglass, aluminum, iron castings, wood, plastic
pellets and plastic sheet. These materials are available from and supplied by
numerous sources in the United States and abroad.
Demand for nonpowered hand tools, assembly systems and industrial power
tools is driven by employment levels and industrial activity in major industrial
countries and by consumer spending. In addition, demand for industrial power
tools is influenced by automotive and aerospace production. The segment's
products are sold by a company sales force, independent distributors and
retailers.
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COOPER INDUSTRIES, INC.
PRODUCTS, MARKETS AND DISTRIBUTION METHODS BY SEGMENT
ELECTRICAL PRODUCTS
MAJOR PRODUCTS AND BRANDS*
ARKTITE plugs and receptacles.
ARROW HART wiring devices.
ATLITE indoor commercial lighting.
B-LINE support systems, enclosures, fasteners.
BLESSING, CSA, PRETRONICA and UNIVEL emergency
lighting and power systems.
BUSSMAN and BUSS electrical and electronic
fuses.
CAM-LOK electrical connectors.
CAPRI-CODEC cable accessories and flexible
conduits.
CEAG emergency lighting systems.
CHAMP and HAZARD-GARD HID and flourescent
lighting.
COILTRONICS inductors and transformers.
COMBINED TECHNOLOGIES current-limiting fuses.
CONDULET fittings and outlet bodies.
COOPER POWER SYSTEMS distribution transformers,
power capacitors, voltage regulators, surge
arresters, pole line hardware and SCADA master
stations.
CORELITE and NEO-RAY indirect lighting products.
CROMPTON lighting fixtures and specialty lamps.
CROUSE-HINDS and CEAG electrical construction
materials and CROUSE-HINDS aviation lighting
products.
EAGLE wiring devices, sockets and switches.
EDISON and EDISON PRO relays.
ELETROMEC DIN style fuses.
EMERALD consumer recessed and track lighting.
EMSA power transformers.
ENKLOSURES electrical enclosures.
ENVIROTEMP dielectric fluids.
FAIL-SAFE high abuse, clean room and
vandal-resistant lighting fixtures.
FULLEON, NUGELEC and TRANSMOULD fire detection
systems.
HALO recessed and track lighting fixtures.
IRIS lighting systems.
JSB, LUMINOX and MENVIER emergency lighting and
fire detection systems.
KARP, EDISON, MERCURY and B&S electrical fuses.
KEARNEY fuses, connectors, tools and switches.
KYLE distribution switchgear.
LUMIERE specification grade landscape lighting.
MAGNUM terminal strips and disconnect blocks.
MCGRAW-EDISON and LUMARK indoor and outdoor
lighting.
METALUX fluorescent lighting.
MINI-LINE molded-to-cable miniature connectors.
MOLDED PRODUCTS connectors and systems.
MWS modular wiring systems.
MYERS electrical hubs.
NOVA reclosers, sectionalizers and switches.
OPTIANCE fiber optic lighting.
PORTFOLIO architectural recessed lighting.
POWERSTOR carbon aerogel supercapacitors.
REGENT security lighting systems.
ROYER wiring devices, sockets and switches.
MCGRAW-EDISON and RTE transformer components,
cable accessories and fuses.
SCANTRONIC and MENVIER security systems.
SHAPER specification and commercial grade
lighting fixtures.
SPECONE controls, lighting, plugs and
receptacles.
SURE-LITES and ATLITE exit and emergency
lighting.
SURGX ESD protection devices.
THEPITT electrical outlet and switch boxes.
TRANSX transient voltage protection devices.
ULTRASIL surge arresters.
USL sports lighting.
WESTERN POWER fiberglass.
WILLSHER & QUICK electrical enclosures.
TOOLS & HARDWARE
MAJOR PRODUCTS AND BRANDS*
AIRETOOL, ASSEMBLY SYSTEMS, BUCKEYE, CLECO,
COOPER AUTOMATION, DGD, DOLER, DOTCO,
GARDNER-DENVER, GARDOTRANS, QUACKENBUSH, ROTOR
TOOL and RECOULES industrial power tools and
assembly equipment.
APEX and GETA screwdriver bits, impact sockets
and universal joints.
CAMPBELL chain products.
CRESCENT pliers and wrenches.
DIAMOND farrier tools and horseshoes.
EREM precision cutters and tweezers.
KAHNETICS dispensing systems.
KME industrial tools and machines
LUFKIN measuring tapes.
MASTER POWER industrial air tools.
METRONIX servos and drive controls.
NICHOLSON files and saws.
PLUMB hammers.
UTICA torque measuring and controls.
WELLER soldering equipment.
WIRE-WRAP solderless connection equipment.
WISS and H.K. PORTER cutting products.
XCELITE screwdrivers and nutdrivers
- ---------------
* Brand names appearing in bold type are registered trademarks in the United
States or abroad of Cooper Industries, Inc. or its subsidiaries, except the
following which are unregistered trademarks: Assembly Systems, AtLite,
Blessing, B&S, Capri-Codec, Combined Technologies, Cooper Automation,
Corelite, Cooper Power Systems, CSA, EnKlosures, Geta, Hazard-Gard, Kearney,
Luminox, Metronix, Mini-Line, Molded Products, Myers, Neo-Ray, Nugelec,
Optiance, Portfolio, Pretronica, Quackenbush, Shaper, SpecOne, Thepitt,
Transmould, TransX, Univel, USL and Western Power. Gardner-Denver and SurgX
are registered trademarks of Gardner Denver Machinery Inc. and SurgX
Corporation, respectively, and are used by Cooper Industries under license.
Cooper is an authorized distributor of PowerStor Corporation.
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COOPER INDUSTRIES, INC.
PRODUCTS, MARKETS AND DISTRIBUTION METHODS BY SEGMENT -- (CONTINUED)
ELECTRICAL PRODUCTS
MAJOR MARKETS
Fuses and circuit protection products are sold to end-users in the
construction, industrial, automotive and consumer markets and to manufacturers
in the electrical, electronic, telecommunications and automotive industries.
Lighting fixtures are utilized in residential construction, industrial,
institutional and commercial building complexes, shopping centers, parking lots,
roadways, and sports facilities. Electrical power products are used by utilities
and significant commercial and industrial power users. Electrical construction
materials are used in commercial, residential and industrial projects, by
utilities, airports and wastewater treatment plants and in the process and
energy industries. Emergency lighting, fire detection and security systems are
installed in commercial and industrial applications. Support systems and
enclosures are used in industrial, commercial and telecommunications complexes.
Wiring devices are used in the construction, renovation, maintenance and repair
of residential, commercial, industrial and institutional buildings.
PRINCIPAL DISTRIBUTION METHODS
Products are sold through distributors for use in general construction,
plant maintenance, utilities, process and energy applications, shopping centers,
parking lots, sports facilities, and data processing and telecommunications
systems; through distributors and direct to manufacturers for use in electronic
equipment for consumer, industrial, government and military applications;
through distributors and direct to retail home centers; and direct to original
equipment manufacturers of appliances, tools, machinery and electronic
equipment.
TOOLS AND HARDWARE
MAJOR MARKETS
Power tools and assembly systems are used by general industrial
manufacturers, particularly durable goods producers and original equipment
manufacturers, such as those in the aerospace and automobile industries. Hand
tools are used in a variety of industrial, electronics, agricultural,
construction and consumer applications.
PRINCIPAL DISTRIBUTION METHODS
Products are sold through distributors and agents to general industry,
particularly automotive and aircraft; through distributors and wholesalers to
hardware stores, home centers, lumberyards, department stores and mass
merchandisers; and direct to original equipment manufacturers, home centers,
specialty stores, department stores, mass merchandisers and hardware outlets.
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ITEM 3. LEGAL PROCEEDINGS
Cooper is subject to various suits, legal proceedings and claims that arise
in the normal course of business. While it is not feasible to predict the
outcome of these matters with certainty, management is of the opinion that their
ultimate disposition should not have a material adverse effect on Cooper's
financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no
matters were submitted to a vote of the shareholders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Cooper's Common Stock (symbol -- CBE) is listed on the New York Stock
Exchange and the Pacific Exchange. Options for Cooper's Common Stock are listed
on the American Stock Exchange.
As of March 1, 2001 there were 27,945 record holders of Cooper's Common
Stock.
The high and low quarterly sales price for the past two years of Cooper's
Common Stock, as reported by Dow Jones & Company, Inc., are as follows:
QUARTER
--------------------------------------------------
1 2 3 4
-------- -------- -------- --------
2000 High....... $43.8125 $37.7500 $37.5625 $47.0000
Low........ 29.3750 30.8750 30.8750 33.3125
1999 High....... $48.3125 $56.6875 $56.7500 $48.8750
Low........ 41.0625 41.9375 46.0000 39.6250
Annual cash dividends declared on Cooper's Common Stock during 2000 were
$1.40 a share ($.35 a quarter). Annual cash dividends declared on Cooper's
Common Stock during 1999 were $1.32 a share ($.33 a quarter). On February 14,
2001, the Board of Directors declared a quarterly dividend of $.35 a share (or
$1.40 on an annualized basis), which will be paid April 2, 2001 to shareholders
of record on March 1, 2001.
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ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected historical financial data for
Cooper for each of the five years in the period ended December 31, 2000. The
selected historical financial information shown below has been derived from
Cooper's audited consolidated financial statements. This information should be
read in conjunction with Cooper's consolidated financial statements and notes
thereto incorporated herein by reference to pages D-12 through D-36 of Appendix
D to the Cooper Proxy Statement for the 2001 Annual Meeting of Shareholders.
YEARS ENDING DECEMBER 31,
----------------------------------------------------
2000 1999 1998 1997(1) 1996(1)
-------- -------- -------- -------- --------
(IN MILLIONS, EXCEPT PER SHARE DATA)
INCOME STATEMENT DATA:
Revenues................................. $4,459.9 $3,868.9 $3,651.2 $3,415.6 $3,380.5
-------- -------- -------- -------- --------
Income from continuing operations........ $ 357.4 $ 331.9 $ 335.9 $ 310.0 $ 285.1
Income from discontinued operations
(Automotive Products), net of taxes... -- -- 87.1 84.6 30.3
-------- -------- -------- -------- --------
Net income....................... $ 357.4 $ 331.9 $ 423.0 $ 394.6 $ 315.4
======== ======== ======== ======== ========
INCOME PER COMMON SHARE DATA:
Basic --
Income from continuing operations........ $ 3.82 $ 3.53 $ 2.97 $ 2.64 $ 2.66
Income from discontinued operations
(Automotive Products)................. -- -- .77 .72 .28
-------- -------- -------- -------- --------
Net income....................... $ 3.82 $ 3.53 $ 3.74 $ 3.36 $ 2.94
======== ======== ======== ======== ========
Diluted --
Income from continuing operations........ $ 3.80 $ 3.50 $ 2.93 $ 2.57 $ 2.52
Income from discontinued operations
(Automotive Products)................. -- -- .76 .69 .25
-------- -------- -------- -------- --------
Net income....................... $ 3.80 $ 3.50 $ 3.69 $ 3.26 $ 2.77
======== ======== ======== ======== ========
BALANCE SHEET DATA (at December 31):
Total assets............................. $4,789.3 $4,143.4 $3,779.1 $5,507.3 $5,318.9
Long-term debt, excluding current
maturities............................ 1,300.8 894.5 774.5 1,272.2 1,737.7
Shareholders' equity..................... 1,904.2 1,743.1 1,563.6 2,683.5 1,967.2
CASH DIVIDENDS PER COMMON SHARE.......... $ 1.40 $ 1.32 $ 1.32 $ 1.32 $ 1.32
- ---------------
(1) Includes the results of the Kirsch window treatment operation for the
five-month period ended May 30, 1997 and the year ended December 31, 1996.
Kirsch was sold to Newell Co. on May 30, 1997.
In October 1998, Cooper sold its Automotive Products segment for $1.9
billion in proceeds. The financial information in the above table excludes the
results of the Automotive Products segment from income from continuing
operations. The discontinued segment's results are presented separately in the
caption, "Income from discontinued operations (Automotive Products), net of
taxes."
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Incorporated by reference to pages D-1 through D-11 of Appendix D to the
Cooper Proxy Statement for the 2001 Annual Meeting of Shareholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated by reference to "Interest Rate and Foreign Currency Risk" and
"Euro Conversion" on pages D-9 through D-11 of Appendix D to the Cooper Proxy
Statement for the 2001 Annual Meeting of Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference to pages D-12 through D-36 of Appendix D to the
Cooper Proxy Statement for the 2001 Annual Meeting of Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference to pages 5 through 9 of the Cooper Proxy
Statement for the 2001 Annual Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to pages 12 through 22 of the Cooper Proxy
Statement for the 2001 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to pages 4-5 and 10 of the Cooper Proxy Statement
for the 2001 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements and Other Financial Data (incorporated by reference
to the pages shown below in Appendix D to the Cooper Proxy Statement for
the 2001 Annual Meeting of Shareholders and included in this Form 10-K
Annual Report as Exhibit 13.0).
PAGE
NO.
-------
Report of Management........................................ D-12
Report of Independent Auditors.............................. D-13
Consolidated Income Statements for each of the three years
in the period ended December 31, 2000..................... D-14
Consolidated Balance Sheets as of December 31, 2000 and
1999........................................................ D-15
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 2000............... D-16
Consolidated Statements of Shareholders' Equity for each of
the three years in the period ended December 31, 2000..... D-17
Notes to Consolidated Financial Statements.................. D-18
through
D-36
Financial information with respect to subsidiaries not consolidated and 50
percent or less owned entities accounted for by the equity method has not been
included because in the aggregate such subsidiaries and investments do not
constitute a significant subsidiary.
2. Financial Statement Schedules
Financial statement schedules are not included in this Form 10-K Annual
Report because they are not applicable or the required information is shown in
the financial statements or notes thereto.
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3. Exhibits
3.1 Twenty-Seventh Amended Articles of Incorporation of Cooper
Industries, Inc. (incorporated herein by reference to
Exhibit 3.1 of Cooper's Form 8-K dated August 5, 1997).
3.2 Code of Regulations (By-Laws), as amended, of Cooper
Industries, Inc. (incorporated herein by reference to
Exhibit 3.2 of Cooper's Form 10-K for the year ended
December 31, 1997).
4.1 Rights Agreement, dated as of August 5, 1997, between Cooper
and First Chicago Trust Company of New York, as Rights Agent
(incorporated herein by reference to Exhibit 4.1 to Cooper's
Registration Statement on Form 8-A dated August 14, 1997).
4.2 Form of Indenture dated as of January 15, 1990, between
Cooper and The Chase Manhattan Bank (National Association),
as Trustee (incorporated herein by reference to Exhibit 4(a)
of Registration Statement No. 33-33011).
10.1 Cooper Industries, Inc. Directors Deferred Compensation Plan
(incorporated by reference to Exhibit 10.2 of Cooper's Form
10-K for the year ended December 31, 1997).
10.2 Cooper Industries, Inc. Directors Retirement Plan
(incorporated by reference to Exhibit 10.3 of Cooper's Form
10-K for the year ended December 31, 1997).
10.3 Cooper Industries, Inc. Executive Restricted Stock Incentive
Plan (incorporated by reference to Exhibit 10.4 of Cooper's
Form 10-K for the year ended December 31, 1997).
10.4 Cooper Industries, Inc. Supplemental Excess Defined Benefit
Plan (August 1, 1998 Restatement) (incorporated by reference
to Exhibit 10(iii) of Cooper's Form 10-Q for the quarter
ended September 30, 1998).
10.5 Cooper Industries, Inc. Supplemental Excess Defined
Contribution Plan (August 1, 1998 Restatement) (incorporated
by reference to Exhibit 10(iv) of Cooper's Form 10-Q for the
quarter ended September 30, 1998).
10.6 Management Incentive Compensation Deferral Plan
(incorporated by reference to Exhibit 10.7 of Cooper's Form
10-K for the year ended December 31, 1997).
10.7 Crouse-Hinds Company Officers' Disability and Supplemental
Pension Plan (incorporated by reference to Exhibit 10.8 of
Cooper's Form 10-K for the year ended December 31, 1997).
10.8 Cooper Industries, Inc. Amended and Restated Stock Incentive
Plan (incorporated herein by reference to Exhibit 4.1 of
Post-Effective Amendment No. 1 to Registration Statement No.
333-08277).
10.9 Form of Incentive Stock Option Agreement for Cooper
Industries, Inc. Stock Incentive Plan.
10.10 Form of Nonqualified Stock Option Agreement for Cooper
Industries, Inc. Stock Incentive Plan.
10.11 Form of Cooper Industries, Inc. Executive Stock Incentive
Agreement (incorporated herein by reference to Exhibit 10.12
of Cooper's Form 10-K for the year ended December 31, 1995).
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10.12 Cooper Industries, Inc. Second Amended and Restated
Management Annual Incentive Plan (incorporated herein by
reference to Exhibit 4.1 of Post-Effective Amendment No. 1
to Registration Statement No. 33-51441).
10.13 Cooper Industries, Inc. Amended and Restated Directors'
Stock Plan.
10.14 Form of Directors' Nonqualified Stock Option Agreement for
Directors' Stock Plan (incorporated herein by reference to
Exhibit 10.18 of Cooper's Form 10-K for the year ended
December 31, 1997).
10.15 Cooper Industries, Inc. Directors' Retainer Fee Stock Plan
(incorporated herein by referenced to Exhibit 4.3 of
Registration Statement No. 333-51439).
10.16 Form of Management Continuity Agreement between Cooper
Industries, Inc. and key management personnel which applies
if there is a Change of the Control of Cooper (incorporated
herein by reference to Exhibit 10(ii) of Cooper's Form 10-Q
for the quarter ended September 30, 1998).
10.17 Purchase and Sale Agreement between Cooper Industries, Inc.
and Federal-Mogul Corporation dated August 17, 1998
(incorporated herein by reference to Exhibit 10(i) of
Cooper's Form 10-Q for the quarter ended September 30,
1998).
12.0 Computation of Ratios of Earnings to Fixed Charges for the
Calendar years 1996 through 2000.
13.0 Text of Appendix D to Cooper Industries, Inc. Proxy
Statement for the Annual Meeting of Shareholders to be held
April 24, 2001.
21.0 List of Cooper Industries, Inc. Subsidiaries.
23.0 Consent of Ernst & Young LLP.
24.0 Powers of Attorney from members of the Board of Directors of
Cooper Industries, Inc.
14
16
Cooper will furnish to the Commission supplementally upon request a copy of
any instrument with respect to long-term debt of Cooper.
Copies of the above Exhibits are available to shareholders of record at a
charge of $.25 per page, minimum order of $10.00. Direct requests to:
Cooper Industries, Inc.
Attn: Corporate Secretary
P.O. Box 4446
Houston, Texas 77210
(b) Reports on Form 8-K.
Cooper filed a report on Form 8-K dated October 24, 2000, which included
Cooper's revised business outlook for 2000, a copy of a press release containing
Cooper's financial results for the third quarter of 2000 and a copy of a press
release announcing Cooper's issuance of EUR300 million of five year bonds.
Cooper filed a report on Form 8-K dated November 6, 2000, which included a
copy of a press release announcing Cooper's acquisition of Willsher & Quick
Limited and furnished additional financial information regarding Willsher &
Quick Limited and the acquisition transaction.
Cooper filed a report on Form 8-K dated November 21, 2000, which included a
copy of a press release announcing Cooper's acquisition of Shaper Lighting and
furnished additional financial information regarding Shaper Lighting and the
acquisition transaction.
Cooper filed a report on Form 8-K dated November 22, 2000, which furnished
"Sales Trends" information posted on Cooper's website.
Cooper filed a report on Form 8-K dated December 1, 2000, which furnished
the visual portion of a presentation given by H. John Riley at the Lehman
Brothers' Industrial Select Conference on December 1, 2000.
Cooper filed a report on Form 8-K dated December 21, 2000, which furnished
"Sales Trends" information posted on Cooper's website.
15
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COOPER INDUSTRIES, INC.
By: /s/ H. JOHN RILEY, JR.
----------------------------------
(H. John Riley, Jr.,
Chairman, President
and Chief Executive Officer)
Date: March 30, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ H. JOHN RILEY, JR. Chairman, President and March 30, 2001
- ----------------------------------------------------- Chief Executive Officer
(H. John Riley, Jr.)
/s/ D. BRADLEY MCWILLIAMS Senior Vice President and Chief March 30, 2001
- ----------------------------------------------------- Financial Officer
(D. Bradley McWilliams)
/s/ JEFFREY B. LEVOS Vice President and Controller and March 30, 2001
- ----------------------------------------------------- Chief Accounting Officer
(Jeffrey B. Levos)
*LINDA A. HILL Director March 30, 2001
- -----------------------------------------------------
(Linda A. Hill)
*JOHN D. ONG Director March 30, 2001
- -----------------------------------------------------
(John D. Ong)
*SIR RALPH H. ROBINS Director March 30, 2001
- -----------------------------------------------------
(Sir Ralph H. Robins)
*H. LEE SCOTT Director March 30, 2001
- -----------------------------------------------------
(H. Lee Scott)
*DAN F. SMITH Director March 30, 2001
- -----------------------------------------------------
(Dan F. Smith)
*GERALD B. SMITH Director March 30, 2001
- -----------------------------------------------------
(Gerald B. Smith)
*JAMES R. WILSON Director March 30, 2001
- -----------------------------------------------------
(James R. Wilson)
*By /s/ DIANE K. SCHUMACHER
- -----------------------------------------------------
(Diane K. Schumacher, as Attorney-In-Fact for
each of the persons indicated)
16
18
COOPER INDUSTRIES, INC.
2000 ANNUAL REPORT ON FORM 10-K
CROSS REFERENCE SHEET
PAGE REFERENCE
PAGE IN INCORPORATED
REFERENCE PROXY STATEMENT
ITEM NO. AND DESCRIPTION IN FORM 10-K IN 10-K (EXHIBIT 13.0 TO 10-K)
- ------------------------------------- ------------- ----------------------
Item 1. Business....................................... 2 through 8 D-1 through D-11
D-19 through D-23
D-31 through D-33
D-34 through D-35
Item 2. Properties..................................... 2 through 8 --
Item 3. Legal Proceedings.............................. 9 --
Item 4. Submission of Matters to a Vote of Security
Holders...................................... 9 --
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters.................. 9 --
Item 6. Selected Financial Data........................ 10 D-12 through D-36
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 11 D-1 through D-11
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk.................................. 11 D-9 through D-11
Item 8. Financial Statements and Supplementary Data.... 11 D-12 through D-36
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure....... 11 --
Item 10. Directors and Executive Officers of the
Registrant................................... 11 5 through 9
Item 11. Executive Compensation......................... 11 12 through 22
Item 12. Security Ownership of Certain Beneficial Owners
and Management............................... 11 4-5, 10
Item 13. Certain Relationships and Related
Transactions................................. 11 --
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K.......................... 12 through 15 D-11 through D-36
19
EXHIBIT INDEX
3.1 Twenty-Seventh Amended Articles of Incorporation of Cooper
Industries, Inc. (incorporated herein by reference to
Exhibit 3.1 of Cooper's Form 8-K dated August 5, 1997).
3.1 Code of Regulations (By-Laws), as amended, of Cooper
Industries, Inc. (incorporated herein by reference to
Exhibit 3.2 of Cooper's Form 10-K for the year ended
December 31, 1997).
4.1 Rights Agreement, dated as of August 5, 1997, between Cooper
and First Chicago Trust Company of New York, as Rights Agent
(incorporated herein by reference to Exhibit 4.1 to Cooper"s
Registration Statement on Form 8-A dated August 14, 1997).
4.2 Form of Indenture dated as of January 15, 1990, between
Cooper and The Chase Manhattan Bank (National Association),
as Trustee (incorporated herein by reference to Exhibit 4(a)
of Registration Statement No. 33-33011).
10.1 Cooper Industries, Inc. Directors Deferred Compensation Plan
(incorporated by reference to Exhibit 10.2 of Cooper's Form
10-K for the year ended December 31, 1997).
10.2 Cooper Industries, Inc. Directors Retirement Plan
(incorporated by reference to Exhibit 10.3 of Cooper's Form
10-K for the year ended December 31, 1997).
10.3 Cooper Industries, Inc. Executive Restricted Stock Incentive
Plan (incorporated by reference to Exhibit 10.4 of Cooper's
Form 10-K for the year ended December 31, 1997).
10.4 Cooper Industries, Inc. Supplemental Excess Defined Benefit
Plan (August 1, 1998 Restatement) (incorporated by reference
to Exhibit 10(iii) of Cooper's Form 10-Q for the quarter
ended September 30, 1998).
10.5 Cooper Industries, Inc. Supplemental Excess Defined
Contribution Plan (August 1, 1998 Restatement) (incorporated
by reference to Exhibit 10(iv) of Cooper's Form 10-Q for the
quarter ended September 30, 1998).
10.6 Management Incentive Compensation Deferral Plan
(incorporated by reference to Exhibit 10.7 of Cooper's Form
10-K for the year ended December 31, 1997).
10.7 Crouse-Hinds Company Officers' Disability and Supplemental
Pension Plan (incorporated by reference to Exhibit 10.8 of
Cooper's Form 10-K for the year ended December 31, 1997).
10.8 Cooper Industries, Inc. Amended and Restated Stock Incentive
Plan (incorporated herein by reference to Exhibit 4.1 of
Post-Effective Amendment No. 1 to Registration Statement No.
333-08277).
10.9 Form of Incentive Stock Option Agreement for Cooper
Industries, Inc. Stock Incentive Plan.
10.10 Form of Nonqualified Stock Option Agreement for Cooper
Industries, Inc. Stock Incentive Plan.
10.11 Form of Cooper Industries, Inc. Executive Stock Incentive
Agreement (incorporated herein by reference to Exhibit 10.12
of Cooper's Form 10-K for the year ended December 31, 1995).
20
10.12 Cooper Industries, Inc. Second Amended and Restated
Management Annual Incentive Plan (incorporated herein by
reference to Exhibit 4.1 of Post-Effective Amendment No. 1
to Registration Statement No. 33-51441).
10.13 Cooper Industries, Inc. Amended and Restated Directors'
Stock Plan.
10.14 Form of Directors' Nonqualified Stock Option Agreement for
Directors' Stock Plan (incorporated herein by reference to
Exhibit 10.18 of Cooper's Form 10-K for the year ended
December 31, 1997).
10.15 Cooper Industries, Inc. Directors' Retainer Fee Stock Plan
(incorporated herein by referenced to Exhibit 4.3 of
Registration Statement No. 333-51439).
10.16 Form of Management Continuity Agreement between Cooper
Industries, Inc. and key management personnel which applies
if there is a Change of the Control of Cooper (incorporated
herein by reference to Exhibit 10(ii) of Cooper's Form 10-Q
for the quarter ended September 30, 1998).
10.17 Purchase and Sale Agreement between Cooper Industries, Inc.
and Federal-Mogul Corporation dated August 17, 1998
(incorporated herein by reference to Exhibit 10(i) of
Cooper's Form 10-Q for the quarter ended September 30,
1998).
12.0 Computation of Ratios of Earnings to Fixed Charges for the
Calendar years 1996 through 2000.
13.0 Text of Appendix D to Cooper Industries, Inc. Proxy
Statement for the Annual Meeting of Shareholders to be held
April 24, 2001.
21.0 List of Cooper Industries, Inc. Subsidiaries.
23.0 Consent of Ernst & Young LLP.
24.0 Powers of Attorney from members of the Board of Directors of
Cooper Industries, Inc.