Ohio | 34-0196300 | |
(State or other jurisdiction of | (IRS Employer Identification Number) | |
incorporation or organization) | ||
Eaton Center | ||
Cleveland, Ohio | 44114-2584 | |
(Address of principal executive offices) | (Zip code) |
Name of each exchange on | ||
Title of each class | which registered | |
Common Share ($.50 par value) | The New York Stock Exchange | |
The Chicago Stock Exchange |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Date of | Business | |||||
Acquired business | acquisition | segment | Annual sales | |||
Micro Innovation Holding AG
|
September 1, | Electrical | $33 for 2008 | |||
A Switzerland-based manufacturer of human
|
2009 | Rest of | ||||
machine interfaces, programmable logic
|
World | |||||
controllers and input/output devices.
Eaton acquired the remaining shares to increase
its ownership from 50% to 100%.
|
||||||
|
||||||
SEG Middle East Power Solutions & Switchboard Manufacture LLC
|
July 2, | Electrical | $10 for 2008 | |||
A 49%-owned joint venture to manufacture low
|
2009 | Rest of | ||||
voltage switchboards and control panel
assemblies for use in the Middle East power
generation and industrial markets
|
World | |||||
|
Page 2
Page 3
Page 4
Page 5
Page 6
Name | Age | Position (Date elected to position) | ||
Alexander M. Cutler | 58 |
Chairman and Chief Executive Officer; President
(August 1, 2000 present) Director (September 22, 1993 present) |
||
|
||||
Richard H. Fearon | 53 |
Vice Chairman and Chief Financial and
Planning Officer
(April 24, 2002 present) |
||
|
||||
Craig Arnold | 49 |
Vice Chairman and Chief Operating Officer Industrial Sector
(February 1, 2009 present) Chief Executive Officer Fluid Power Group (October 25, 2000 January 31, 2009) |
||
|
||||
Thomas S. Gross | 55 |
Vice Chairman and Chief Operating Officer Electrical Sector
(February 1, 2009 present) President Power Quality and Control Business (April 1, 2008 January 31, 2009) Vice President and President Power Quality Solutions Operations (May 16, 2005 March 31, 2008) Vice President Power Quality Solutions Operations (July 29, 2004 May 15, 2005) Vice President Eaton Business System (July 23, 2003 July 28, 2004) |
||
|
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James W. McGill | 54 |
Executive Vice President Chief Human Resources Officer
(January 1, 2010 present) President Asia-Pacific Region (April 1, 2008 December 31, 2009) Vice President Asia-Pacific (April 1, 2006 March 31, 2008) Vice President Eaton Business System (July 29, 2004 March 31, 2006) |
Page 7
Name | Age | Position (Date elected to position) | ||
Mark M. McGuire | 52 |
Executive Vice President and General Counsel
(December 1, 2005 present) Vice President and Deputy General Counsel, International Paper Company (2003 2005) |
||
|
||||
Thomas E. Moran | 45 |
Senior Vice President and Secretary
(October 1, 2008 present) Assistant Secretary and Managing Counsel, The Dow Chemical Company (2002 2008) |
||
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||||
Billie K. Rawot | 58 |
Senior Vice President and Controller
(March 1, 1991 present) |
||
|
||||
Kurt B. McMaken | 40 |
Senior Vice President Corporate Development and Treasury
(February 1, 2009 present) Vice President Corporate Development and Planning (January 1, 2008 January 31, 2009) Director Corporate Planning (April 1, 2006 December 31, 2007) Director Corporate Development (October 1, 2004 March 30, 2006) |
Page 8
(a) (1) |
The report of the independent registered public accounting firm, consolidated financial
statements and notes to consolidated financial statements are included in Item 8 above:
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|||||
|
|||||
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|||||
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|||||
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|||||
All other schedules for which provision is made in Regulation S-X of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted. | ||
(3) | Exhibits |
3(i) | Amended Articles of Incorporation (amended and restated as of April 24, 2008) - Incorporated by reference to the Form 10-Q Report for the three months ended March 31, 2008 | ||
3(ii) | Amended Regulations (amended and restated as of April 23, 2008) - Incorporated by reference to the Form 10-Q Report for the three months ended March 31, 2008 | ||
4(a) | Pursuant to Regulation S-K Item 601(b) (4), the Company agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its other long-term debt | ||
10 | Material contracts |
(a) | Senior Executive Incentive Compensation Plan (effective January 1, 2008) - Incorporated by reference to the definitive Proxy Statement dated March 14, 2008 | ||
(b) | Executive Incentive Compensation Plan (effective January 1, 2005) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2005 | ||
(c) | 2005 Non-Employee Director Fee Deferral Plan (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | ||
(d) | Deferred Incentive Compensation Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | ||
(e) | Excess Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 |
Page 9
(f) | Incentive Compensation Deferral Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | ||
(g) | Limited Eaton Service Supplemental Retirement Income Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | ||
(h) | Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | ||
(i) | Form of Restricted Share Unit Agreement (2 year vesting) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | ||
(j) | Form of Restricted Share Unit Agreement (4 year vesting) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | ||
(k) | Form of Restricted Share Agreement (2 year vesting) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | ||
(l) | Form of Restricted Share Agreement (4 year vesting) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | ||
(m) | Form of Restricted Share Agreement (Non-Employee Directors) - Incorporated by reference to the Form 8-K Report filed February 1, 2010 | ||
(n) | Form of Stock Option Agreement for Executives (2008) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | ||
(o) | Form of Stock Option Agreement for Executives - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2006 | ||
(p) | Form of Stock Option Agreement for Non-Employee Directors (2008) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | ||
(q) | 2002 Stock Plan - Incorporated by reference to the definitive Proxy Statement dated March 15, 2002 | ||
(r) | 2004 Stock Plan - Incorporated by reference to the definitive Proxy Statement dated March 19, 2004 | ||
(s) | 2008 Stock Plan - Incorporated by reference to the definitive Proxy Statement dated March 14, 2008 | ||
(t) | 2009 Stock Plan - Incorporated by reference to the definitive Proxy Statement dated March 13, 2009 | ||
(u) | Plan for the Deferred Payment of Directors Fees (originally adopted in 1985 and amended effective September 24, 1996, January 28, 1998, January 23, 2002, February 24, 2004, December 8, 2004 and, in certain respects, January 1, 2005) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | ||
(v) | 1996 Non-Employee Director Fee Deferral Plan (amended and restated effective January 1, 2005) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2006 | ||
(w) | Form of Change of Control Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2008 |
Page 10
(x) | Form of Indemnification Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002 | ||
(y) | Form of Indemnification Agreement entered into with directors of Eaton Corporation - Incorporated by reference to the Form 8-K Report filed January 26, 2007 | ||
(z) | Executive Strategic Incentive Plan (amended and restated January 1, 2008) - Incorporated by reference to the definitive Proxy Statement dated March 14, 2008 | ||
(aa) | Executive Strategic Incentive Plan II (effective January 1, 2001) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002 | ||
(bb) | Supplemental Executive Strategic Incentive Plan (effective as of June 25, 2008) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2008 | ||
(cc) | Deferred Incentive Compensation Plan (amended and restated effective November 1, 2007) - Filed in conjunction with this Form 10-K Report* | ||
(dd) | 1998 Stock Plan - Incorporated by reference to the definitive Proxy Statement dated March 13, 1998 | ||
(ee) | Incentive Compensation Deferral Plan (amended and restated October 1, 1997) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2000 | ||
(ff) | Trust Agreement - Officers and Employees (dated December 6, 1996) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002 | ||
(gg) | Trust Agreement - Non-employee Directors (dated December 6, 1996) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002 | ||
(hh) | Group Replacement Insurance Plan (GRIP) (effective June 1, 1992) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 1992 | ||
(ii) | 1991 Stock Option Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002 | ||
(jj) | Excess Benefits Plan (amended and restated effective January 1, 1989) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002 | ||
(kk) | Supplemental Benefits Plan (amended and restated January 1, 1989) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002 | ||
(ll) | Eaton Corporation Board of Directors Policy on Incentive Compensation, Stock Options and Other Equity Grants upon the Restatement of Financial Results - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 |
12 | Ratio of Earnings to Fixed Charges - Filed in conjunction with this Form 10-K Report * | ||
14 | Code of Ethics - Incorporated by reference to the definitive Proxy Statement filed on March 14, 2008 | ||
21 | Subsidiaries of Eaton Corporation - Filed in conjunction with this Form 10-K Report * |
Page 11
23 | Consent of Independent Registered Public Accounting Firm - Filed in conjunction with this Form 10-K Report * | ||
24 | Power of Attorney - Filed in conjunction with this Form 10-K Report * | ||
31.1 | Certification of Form 10-K (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K Report * | ||
31.2 | Certification of Form 10-K (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K Report * | ||
32.1 | Certification of Form 10-K (Pursuant to the Sarbanes-Oxley Act of 2002, Section 906) - Filed in conjunction with this Form 10-K Report * | ||
32.2 | Certification of Form 10-K (Pursuant to the Sarbanes-Oxley Act of 2002, Section 906) - Filed in conjunction with this Form 10-K Report * |
101.INS | XBRL Instance Document * | ||
101.SCH | XBRL Taxonomy Extension Schema Document * | ||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document * | ||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document * | ||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document * | ||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document * |
* | Submitted electronically herewith. |
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, 2009, 2008 and 2007, (ii) Consolidated Balance Sheets at December 31, 2009 and 2008, (iii) Statements of Consolidated Cash Flows for the years ended December 31, 2009, 2008 and 2007 (iv) Notes to Consolidated Financial Statements for the year ended December 31, 2009. | ||
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. | ||
(b) | Exhibits | |
Certain exhibits required by this portion of Item 15 are filed as a separate section of this Form 10-K Report. |
Page 12
Page 13
Eaton Corporation
Registrant
Date: February 26, 2010
/s/ Richard H. Fearon
Richard H. Fearon
Vice Chairman and Chief Financial and
Planning Officer
Signature
Title
Chairman and Chief Executive Officer; President;
Principal Executive Officer; Director
Senior Vice President and Controller;
Principal Accounting Officer
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
/s/ Richard H. Fearon
for the officers and directors signing
in the capacities indicated
Table of Contents
Page 14
Eaton Corporation
Cleveland, Ohio
February 26, 2010
Table of Contents
Page 15
Page 16
Eaton Corporation
Cleveland, Ohio
February 26, 2010
Table of Contents
/s/ Richard H.
Fearon
/s/ Billie K.
Rawot
Vice Chairman and
Senior Vice President and
Chief Financial and Planning
Controller
Officer
Table of Contents
Year ended December 31 | ||||||||||||
(Millions except for per share data) | 2009 | 2008 | 2007 | |||||||||
Net sales
|
$ | 11,873 | $ | 15,376 | $ | 13,033 | ||||||
|
||||||||||||
Cost of products sold
|
8,782 | 11,191 | 9,382 | |||||||||
Selling & administrative expense
|
2,252 | 2,513 | 2,139 | |||||||||
Research & development expense
|
395 | 417 | 335 | |||||||||
Interest expense-net
|
150 | 157 | 147 | |||||||||
Other (income) expense-net
|
(9 | ) | (42 | ) | (25 | ) | ||||||
|
||||||||||||
Income from continuing operations before income taxes
|
303 | 1,140 | 1,055 | |||||||||
Income tax (benefit) expense
|
(82 | ) | 73 | 82 | ||||||||
|
||||||||||||
Income from continuing operations
|
385 | 1,067 | 973 | |||||||||
Income from discontinued operations
|
3 | 35 | ||||||||||
|
||||||||||||
Net income
|
385 | 1,070 | 1,008 | |||||||||
Adjustment of net income for noncontrolling interests
|
(2 | ) | (12 | ) | (14 | ) | ||||||
|
||||||||||||
Net income attributable to common shareholders
|
$ | 383 | $ | 1,058 | $ | 994 | ||||||
|
||||||||||||
|
||||||||||||
Net
income per common share diluted
|
||||||||||||
Continuing operations
|
$ | 2.27 | $ | 6.50 | $ | 6.38 | ||||||
Discontinued operations
|
.02 | .24 | ||||||||||
|
||||||||||||
Total
|
$ | 2.27 | $ | 6.52 | $ | 6.62 | ||||||
|
||||||||||||
Average number of common shares outstanding diluted
|
167.9 | 162.3 | 150.3 | |||||||||
|
||||||||||||
Net income per common share basic
|
||||||||||||
Continuing operations
|
$ | 2.31 | $ | 6.58 | $ | 6.51 | ||||||
Discontinued operations
|
.02 | .24 | ||||||||||
|
||||||||||||
Total
|
$ | 2.31 | $ | 6.60 | $ | 6.75 | ||||||
|
||||||||||||
Average number of common shares outstanding basic
|
166.4 | 160.2 | 147.3 | |||||||||
|
||||||||||||
Cash dividends paid per common share
|
$ | 2.00 | $ | 2.00 | $ | 1.72 | ||||||
|
||||||||||||
Amounts attributable to common shareholders
|
||||||||||||
Income from continuing operations
|
$ | 383 | $ | 1,055 | $ | 959 | ||||||
Income from discontinued operations
|
3 | 35 | ||||||||||
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||||||||||||
Total
|
$ | 383 | $ | 1,058 | $ | 994 | ||||||
|
Page 17
December 31 | ||||||||
(Millions) | 2009 | 2008 | ||||||
Current assets
|
||||||||
Cash
|
$ | 340 | $ | 188 | ||||
Short-term investments
|
433 | 342 | ||||||
Accounts receivable
|
1,899 | 2,295 | ||||||
Inventories
|
1,326 | 1,554 | ||||||
Deferred income taxes
|
377 | 239 | ||||||
Other current assets
|
149 | 177 | ||||||
|
||||||||
Total current assets
|
4,524 | 4,795 | ||||||
|
||||||||
|
||||||||
Property, plant & equipment
|
||||||||
Land & buildings
|
1,459 | 1,425 | ||||||
Machinery & equipment
|
4,241 | 4,142 | ||||||
|
||||||||
Gross property, plant & equipment
|
5,700 | 5,567 | ||||||
Accumulated depreciation
|
(3,255 | ) | (2,928 | ) | ||||
|
||||||||
Net property, plant & equipment
|
2,445 | 2,639 | ||||||
|
||||||||
Goodwill
|
5,435 | 5,232 | ||||||
Other intangible assets
|
2,441 | 2,518 | ||||||
Deferred income taxes
|
973 | 971 | ||||||
Other assets
|
464 | 500 | ||||||
|
||||||||
Total assets
|
$ | 16,282 | $ | 16,655 | ||||
|
||||||||
Current liabilities
|
||||||||
Short-term debt
|
$ | 113 | $ | 812 | ||||
Current portion of long-term debt
|
5 | 269 | ||||||
Accounts payable
|
1,057 | 1,121 | ||||||
Accrued compensation
|
256 | 297 | ||||||
Other current liabilities
|
1,258 | 1,246 | ||||||
|
||||||||
Total current liabilities
|
2,689 | 3,745 | ||||||
|
||||||||
|
||||||||
Long-term debt
|
3,349 | 3,190 | ||||||
Pension liabilities
|
1,586 | 1,650 | ||||||
Other postretirement benefits liabilities
|
754 | 703 | ||||||
Deferred income taxes
|
550 | 543 | ||||||
Other liabilities
|
536 | 459 | ||||||
|
||||||||
Equity
|
||||||||
Common shares (166.2 million outstanding in 2009 and 165.0 million in 2008)
|
83 | 82 | ||||||
Capital in excess of par value
|
3,957 | 3,879 | ||||||
Retained earnings
|
3,966 | 3,917 | ||||||
Accumulated other comprehensive loss
|
(1,208 | ) | (1,538 | ) | ||||
Deferred compensation plans
|
(21 | ) | (23 | ) | ||||
|
||||||||
Eaton shareholders equity
|
6,777 | 6,317 | ||||||
Noncontrolling interests
|
41 | 48 | ||||||
|
||||||||
Total equity
|
6,818 | 6,365 | ||||||
|
||||||||
Total liabilities & equity
|
$ | 16,282 | $ | 16,655 | ||||
|
Page 18
Year ended December 31 | ||||||||||||
(Millions) | 2009 | 2008 | 2007 | |||||||||
Net cash provided by (used in) operating activities
|
||||||||||||
Net income
|
$ | 385 | $ | 1,070 | $ | 1,008 | ||||||
Adjustments to reconcile to net cash provided by operating activities
|
||||||||||||
Depreciation & amortization
|
573 | 571 | 439 | |||||||||
Deferred income taxes
|
(191 | ) | (225 | ) | (51 | ) | ||||||
Pension liabilities, net of contributions
|
(1 | ) | 5 | 26 | ||||||||
Gains on sales of businesses
|
(9 | ) | (19 | ) | (46 | ) | ||||||
Other long-term liabilities
|
(16 | ) | (40 | ) | (25 | ) | ||||||
Other non-cash items in income
|
(15 | ) | 44 | 60 | ||||||||
Changes in working capital, excluding acquisitions & sales of businesses
|
||||||||||||
Accounts receivable
|
440 | 128 | (72 | ) | ||||||||
Inventories
|
292 | 118 | (79 | ) | ||||||||
Accounts payable
|
(73 | ) | (208 | ) | 27 | |||||||
Accrued income & other taxes
|
30 | (31 | ) | (41 | ) | |||||||
Other working capital accounts
|
56 | (206 | ) | 21 | ||||||||
Cash received from termination of interest rate swaps
|
15 | 85 | 19 | |||||||||
Other-net
|
(78 | ) | 149 | (128 | ) | |||||||
|
||||||||||||
Net cash provided by operating activities
|
1,408 | 1,441 | 1,158 | |||||||||
|
||||||||||||
|
||||||||||||
Net cash provided by (used in) investing activities
|
||||||||||||
Expenditures for property, plant & equipment
|
(195 | ) | (448 | ) | (354 | ) | ||||||
Cash paid for acquisitions of businesses
|
(10 | ) | (2,807 | ) | (1,433 | ) | ||||||
Proceeds from sales of businesses
|
24 | 25 | 119 | |||||||||
(Purchases) sales of short-term investments-net
|
(64 | ) | 100 | 247 | ||||||||
Other-net
|
20 | (60 | ) | (35 | ) | |||||||
|
||||||||||||
Net cash used in investing activities
|
(225 | ) | (3,190 | ) | (1,456 | ) | ||||||
|
||||||||||||
|
||||||||||||
Net cash provided by (used in) financing activities
|
||||||||||||
Borrowings
with original maturities of more than three months proceeds
|
558 | 1,656 | 1,652 | |||||||||
Borrowings with original maturities of more than three months payments
|
(887 | ) | (984 | ) | (979 | ) | ||||||
Borrowings with original maturities of less than three months-net,
primarily commercial paper |
(424 | ) | (5 | ) | 62 | |||||||
Cash dividends paid
|
(334 | ) | (320 | ) | (251 | ) | ||||||
Proceeds from sale of common shares
|
1,522 | |||||||||||
Proceeds from exercise of employee stock options
|
27 | 47 | 141 | |||||||||
Income tax benefit from exercise of employee stock options
|
4 | 13 | 42 | |||||||||
Purchase of common shares
|
(100 | ) | (340 | ) | ||||||||
Other-net
|
(5 | ) | (14 | ) | (7 | ) | ||||||
|
||||||||||||
Net cash (used in) provided by financing activities
|
(1,061 | ) | 1,815 | 320 | ||||||||
|
||||||||||||
|
||||||||||||
Effect of foreign exchange rate changes on cash
|
30 | (20 | ) | 6 | ||||||||
|
||||||||||||
Total increase in cash
|
152 | 46 | 28 | |||||||||
Cash at the beginning of the year
|
188 | 142 | 114 | |||||||||
|
||||||||||||
Cash at the end of the year
|
$ | 340 | $ | 188 | $ | 142 | ||||||
|
Page 19
Accumulated | ||||||||||||||||||||||||||||||||||||
Capital in | other | Deferred | Eaton | |||||||||||||||||||||||||||||||||
Common stock | excess of | Retained | comprehensive | compensation | shareholders | Noncontrolling | Total | |||||||||||||||||||||||||||||
(Millions) | Shares | Dollars | par value | earnings | loss | plans | equity | interests | equity | |||||||||||||||||||||||||||
Balance at January 1, 2007
|
146.3 | $ | 73 | $ | 2,114 | $ | 2,796 | $ | (849 | ) | $ | (28 | ) | $ | 4,106 | $ | 50 | $ | 4,156 | |||||||||||||||||
Net income
|
994 | 994 | 14 | 1,008 | ||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Foreign currency translation and related hedging
hedging instruments (including income
tax expense of $14)
|
212 | 212 | 212 | |||||||||||||||||||||||||||||||||
Deferred loss on cash flow hedges (net of income
income tax benefit of $3)
|
(5 | ) | (5 | ) | (5 | ) | ||||||||||||||||||||||||||||||
Pensions (net of income tax expense of $101)
|
214 | 214 | 214 | |||||||||||||||||||||||||||||||||
Other postretirement benefits (net of income
tax expense of $8)
|
5 | 5 | 5 | |||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Other comprehensive income
|
426 | 426 | ||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Total comprehensive income
|
1,420 | 14 | 1,434 | |||||||||||||||||||||||||||||||||
Cash dividends paid
|
(251 | ) | (251 | ) | (7 | ) | (258 | ) | ||||||||||||||||||||||||||||
Issuance of shares under employee benefit plans
(including income tax benefit of $51)
|
3.7 | 2 | 237 | (5 | ) | 8 | 242 | 242 | ||||||||||||||||||||||||||||
Purchase of shares by trust
|
(5 | ) | (5 | ) | (5 | ) | ||||||||||||||||||||||||||||||
Purchase of shares
|
(4.0 | ) | (2 | ) | (61 | ) | (277 | ) | (340 | ) | (340 | ) | ||||||||||||||||||||||||
Other
|
2 | 2 | ||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Balance at December 31, 2007
|
146.0 | 73 | 2,290 | 3,257 | (423 | ) | (25 | ) | 5,172 | 59 | 5,231 |
Page 20
Accumulated | ||||||||||||||||||||||||||||||||||||
Capital in | other | Deferred | Eaton | |||||||||||||||||||||||||||||||||
Common stock | excess of | Retained | comprehensive | compensation | shareholders | Noncontrolling | Total | |||||||||||||||||||||||||||||
(Millions) | Shares | Dollars | par value | earnings | loss | plans | equity | interests | equity | |||||||||||||||||||||||||||
Balance at December 31, 2007
|
146.0 | 73 | 2,290 | 3,257 | (423 | ) | (25 | ) | 5,172 | 59 | 5,231 | |||||||||||||||||||||||||
Net income
|
1,058 | 1,058 | 12 | 1,070 | ||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Foreign currency translation and related hedging
instruments (including income tax benefit of $68)
|
(722 | ) | (722 | ) | (722 | ) | ||||||||||||||||||||||||||||||
Deferred loss on cash flow hedges (net of income
tax benefit of $12)
|
(23 | ) | (23 | ) | (23 | ) | ||||||||||||||||||||||||||||||
Pensions (net of income tax benefit of $227)
|
(419 | ) | (419 | ) | (419 | ) | ||||||||||||||||||||||||||||||
Other postretirement benefits (net of income
tax expense of $31)
|
49 | 49 | 49 | |||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Other comprehensive loss
|
(1,115 | ) | (1,115 | ) | ||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Total comprehensive loss
|
(57 | ) | 12 | (45 | ) | |||||||||||||||||||||||||||||||
Effects of changing retirement benefits plans
measurement date (net of income tax benefit of $8)
|
(11 | ) | (11 | ) | (11 | ) | ||||||||||||||||||||||||||||||
Cash dividends paid
|
(320 | ) | (320 | ) | (13 | ) | (333 | ) | ||||||||||||||||||||||||||||
Issuance of shares under employee benefit plans
(including income tax benefit of $16)
|
1.7 | 1 | 109 | (1 | ) | 5 | 114 | 114 | ||||||||||||||||||||||||||||
Sale of shares
|
18.7 | 9 | 1,513 | 1,522 | 1,522 | |||||||||||||||||||||||||||||||
Purchase of shares by trust
|
(3 | ) | (3 | ) | (3 | ) | ||||||||||||||||||||||||||||||
Purchase of shares
|
(1.4 | ) | (1 | ) | (33 | ) | (66 | ) | (100 | ) | (100 | ) | ||||||||||||||||||||||||
Decrease in noncontrolling interests due to
sale of business
|
(10 | ) | (10 | ) | ||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Balance at December 31, 2008
|
165.0 | 82 | 3,879 | 3,917 | (1,538 | ) | (23 | ) | 6,317 | 48 | 6,365 |
Page 21
Accumulated | ||||||||||||||||||||||||||||||||||||
Capital in | other | Deferred | Eaton | |||||||||||||||||||||||||||||||||
Common stock | excess of | Retained | comprehensive | compensation | shareholders | Noncontrolling | Total | |||||||||||||||||||||||||||||
(Millions) | Shares | Dollars | par value | earnings | loss | plans | equity | interests | equity | |||||||||||||||||||||||||||
Balance at December 31, 2008
|
165.0 | 82 | 3,879 | 3,917 | (1,538 | ) | (23 | ) | 6,317 | 48 | 6,365 | |||||||||||||||||||||||||
Net income
|
383 | 383 | 2 | 385 | ||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Foreign currency translation and related hedging
instruments (including income taxes of $45)
|
349 | 349 | 349 | |||||||||||||||||||||||||||||||||
Deferred gain on cash flow hedges (including
income taxes of $19)
|
36 | 36 | 36 | |||||||||||||||||||||||||||||||||
Pensions (net of income taxes of $42)
|
1 | 1 | 1 | |||||||||||||||||||||||||||||||||
Other postretirement benefits (net of income
tax benefit of $14)
|
(56 | ) | (56 | ) | (56 | ) | ||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Other comprehensive income
|
330 | 330 | ||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Total comprehensive income
|
713 | 2 | 715 | |||||||||||||||||||||||||||||||||
Cash dividends paid
|
(334 | ) | (334 | ) | (5 | ) | (339 | ) | ||||||||||||||||||||||||||||
Issuance of shares under employee benefit plans
(including income tax benefit of $3)
|
1.2 | 1 | 78 | 2 | 81 | 81 | ||||||||||||||||||||||||||||||
Decrease in noncontrolling interests due to
sale of business
|
(4 | ) | (4 | ) | ||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Balance at December 31, 2009
|
166.2 | $ | 83 | $ | 3,957 | $ | 3,966 | $ | (1,208 | ) | $ | (21 | ) | $ | 6,777 | $ | 41 | $ | 6,818 | |||||||||||||||||
|
Page 22
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Table of Contents
Long-lived assets, except goodwill and indefinite life intangible assets as described in the Notes
below, are reviewed for impairment whenever events or changes in circumstances indicate the
carrying amount may not be recoverable. Events or
Table of Contents
Table of Contents
Hedges of the change in the fair value of a recognized fixed-rate asset or liability,
or the firm commitment to acquire such an asset or liability (a fair value hedge). For
these hedges, the gain or loss from the derivative financial instrument, as well as the
offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized
in income during the period of change in fair value.
Hedges of the variable cash flows of a recognized variable-rate asset or liability, or
the forecasted acquisition of such an asset or liability (a cash flow hedge). For these
hedges, the effective portion of the gain or loss from the derivative financial instrument
is recognized in Eaton shareholders equity and reclassified to income in the same period
when the gain or loss on the hedged item is included in income.
Hedges of the foreign currency exposure related to a net investment in a foreign
operation (a net investment hedge). For these hedges, the effective portion of the gain
or loss from the derivative financial instrument is recognized in Eaton shareholders
equity and reclassified to income in the same period when the gain or loss related to the
net investment in the foreign operation is included in income.
Table of Contents
Date of
Business
Acquired business
acquisition
segment
Annual sales
September 1,
Electrical
$33 for 2008
2009
Rest of
World
Eaton acquired the remaining shares to increase
its ownership from 50% to 100%.
July 2,
Electrical
$10 for 2008
2009
Rest of
World
assemblies for use in the Middle East power
generation and industrial markets
October 2,
Hydraulics
$52 for 2007
2008
cartridge valves, custom-engineered hydraulic
valves and manifold systems
Operational
Automotive
Joint
October 1,
Venture
2008
Korean automobile and engine manufacturers.
In addition, during the second half of 2008,
several related manufacturing joint ventures
were established.
July 31, 2008
Automotive
$5 for 2007
distributor of intake and exhaust valves for diesel
and gasoline engines
Table of Contents
July 31, 2008
Electrical
$9 for 2007
Rest of
World
April 4, 2008
Electrical
1.02 billion for
Rest of
2007
World
industrial equipment applications
March 31,
Electrical
$6 for 2007
2008
Rest of
World
February 26,
Electrical
$515 for 2007
2008
Rest of
World
November 8,
Hydraulics
$12 for 2006
2007
beverage, and agricultural markets
October 31,
Electrical
$245 for 2007
2007
Rest of
World
(UPS) systems, power distribution units, static
transfer switches and surge suppressors
October 19,
Electrical
$11 for 2007
2007
Americas
housings for use in the Canadian oil and gas
industry and other harsh environments
June 19, 2007
Electrical
$12 for 2006
Americas
redundant power and remote-reboot power
management systems
May 18, 2007
Electrical
None
Americas
May 2, 2007
Automotive
$28 for 2006
A U.S. designer and manufacturer of fuel
containment and shutoff valves, emissions control
valves and specialty actuators
April 5, 2007
Electrical
$12 for 2006
Rest of
World
retail environments
Table of Contents
March 16,
Aerospace
$206 for 2006
2007
airframe fuel pumps and systems, and ground
fueling systems for commercial and military
aerospace markets
February 7,
Electrical
$3 for 2006
2007
Rest of
World
$
759
432
1,710
1,071
104
4,076
1,380
$
2,696
$
223
23
899
582
1,727
381
$
1,346
Table of Contents
Plant
Workforce reductions
closing
Employees
Dollars
& other
Total
1,076
$
33
$
22
$
55
282
7
2
9
(699
)
(13
)
(12
)
(25
)
659
27
12
39
52
3
2
5
(428
)
(18
)
(13
)
(31
)
283
12
1
13
1,081
8
1
9
(1,035
)
(9
)
(1
)
(10
)
329
$
11
$
1
$
12
2009
2008
2007
$
4
$
4
60
43
$
12
3
6
12
12
20
39
1
3
1
2
1
$
82
$
77
$
64
$
54
$
51
$
42
$
.32
$
.31
$
.28
Table of Contents
Plant
Workforce reductions
closing
Employees
Dollars
& other
Total
1,603
$
49
$
6
$
55
4
2
64
66
(1,044
)
(37
)
(69
)
(106
)
563
14
1
15
422
21
87
108
(451
)
(14
)
(84
)
(98
)
534
21
4
25
12,073
195
69
264
(11,189
)
(164
)
(70
)
(234
)
1,418
$
52
$
3
$
55
2009
2008
$
300
$
237
63
125
34
8
8
$
433
$
342
2009
2008
$
2,003
$
1,890
1,005
948
1,016
1,002
1,047
1,037
147
143
217
212
$
5,435
$
5,232
Table of Contents
2009
2008
Historical
Accumulated
Historical
Accumulated
cost
amortization
cost
amortization
$
451
$
525
$
1,181
$
204
$
1,327
$
144
885
245
872
181
477
104
190
71
$
2,543
$
553
$
2,389
$
396
2009
2008
$
15
(2.88% at December 31, 2008 - LIBOR+0.08%)
250
(2.44% at December 31, 2008 - LIBOR+0.25%)
281
$
300
300
12
12
($200 converted to floating rate by interest rate swap)
300
300
7
7
($100 converted to floating rate by interest rate swap)
250
9
8
100
100
250
250
36
36
($275 converted to floating rate by interest rate swap)
450
450
108
110
300
($25 converted to floating rate by interest rate swap)
38
38
100
100
($25 converted to floating rate by interest rate swap)
66
66
145
145
72
72
($50 converted to floating rate by interest rate swap)
200
200
($25 converted to floating rate by interest rate swap)
140
150
42
72
240
240
189
257
3,354
3,459
Table of Contents
(5
)
(269
)
$
3,349
$
3,190
2009
2008
2007
$
180
$
206
$
204
Interest rates at December 31, 2009
Fixed
Floating
interest
interest
Notional
rate
rate
Basis for contracted
Amount
received
paid
floating interest rate paid
4.90
%
2.67
%
6 month LIBOR+2.15%
5.95
%
3.28
%
6 month LIBOR+2.60%
5.60
%
1.74
%
6 month LIBOR+1.22%
8.88
%
4.30
%
6 month LIBOR+3.84%
7.63
%
3.11
%
6 month LIBOR+2.48%
7.65
%
3.09
%
6 month LIBOR+2.57%
5.45
%
0.87
%
6 month LIBOR+0.28%
Other postretirement
Pension liabilities
liabilities
2009
2008
2009
2008
$
(3,288
)
$
(3,092
)
$
(779
)
$
(859
)
(110
)
(137
)
(15
)
(15
)
(203
)
(190
)
(49
)
(49
)
(198
)
67
(70
)
58
318
287
96
87
(98
)
239
(3
)
4
(419
)
(31
)
(43
)
(10
)
(5
)
(3,610
)
(3,288
)
(830
)
(779
)
Table of Contents
Other postretirement
Pension liabilities
liabilities
2009
2008
2009
2008
1,674
2,403
330
(641
)
271
217
96
87
(318
)
(287
)
(96
)
(87
)
79
(214
)
171
6
25
2,042
1,674
$
(1,568
)
$
(1,614
)
$
(830
)
$
(779
)
Other postretirement
Pension liabilities
liabilities
2009
2008
2009
2008
$
50
$
67
(32
)
(31
)
$
(76
)
$
(76
)
(1,586
)
(1,650
)
(754
)
(703
)
$
(1,568
)
$
(1,614
)
$
(830
)
$
(779
)
Other postretirement
Pension liabilities
liabilities
2009
2008
2009
2008
$
1,363
$
1,410
$
228
$
159
7
3
(12
)
(13
)
$
1,370
$
1,413
$
216
$
146
Other postretirement
Pension liabilities
liabilities
2009
2008
2009
2008
$
1,413
$
767
$
146
$
226
5
4
(8
)
59
772
70
(58
)
21
(44
)
1
(3
)
(128
)
(83
)
(1
)
(11
)
(3
)
(43
)
646
70
(80
)
$
1,370
$
1,413
$
216
$
146
United States &
non-United States
United States plans
plans (weighted-average)
2009
2008
2007
2009
2008
2007
6.00
%
6.30
%
6.00
%
5.85
%
6.29
%
5.96
%
3.50
%
3.50
%
3.50
%
3.61
%
3.61
%
3.68
%
Table of Contents
United States &
non-United States
United States plans
plans (weighted-average)
2009
2008
2007
2009
2008
2007
6.30
%
6.00
%
5.60
%
6.29
%
5.96
%
5.39
%
8.95
%
8.95
%
8.75
%
8.18
%
8.44
%
8.31
%
3.50
%
3.50
%
3.50
%
3.61
%
3.68
%
3.67
%
2009
2008
2007
$
(110
)
$
(137
)
$
(147
)
(203
)
(190
)
(163
)
189
198
179
(38
)
(49
)
(74
)
(162
)
(178
)
(205
)
(22
)
(1
)
(1
)
(86
)
(35
)
(41
)
$
(270
)
$
(214
)
$
(247
)
2009
2008
$
3,390
$
2,819
3,217
2,663
1,792
1,168
Table of Contents
2010
2009
2008
2007
$
300
$
177
$
115
$
150
102
94
95
70
$
402
$
271
$
210
$
220
2009
2008
2007
$
25
$
64
$
59
Level 1 - Quoted prices (unadjusted) for identical assets in active markets.
Level 2 - Quoted prices for similar assets in active markets, and inputs that are
observable for the asset, either directly or indirectly, for substantially the full term of
the financial instrument.
Level 3 - Unobservable prices or inputs.
Level 1
Level 2
Level 3
Total
$
25
$
25
$
27
27
646
646
839
839
296
296
84
84
37
37
21
21
1
27
28
7
3
$
29
39
$
70
$
1,943
$
29
$
2,042
Registered investment companies
- Valued at the closing price of the exchange traded funds
shares.
Common collective trusts
- Valued at the net unit value of units held by the trust at year
end. The unit value is determined by the total value of fund assets divided by the total
number of units of the fund owned. The equity investments in collective trusts are
predominantly in index funds for which the underlying securities are actively traded in public
markets based upon readily measurable prices.
U.S. Treasuries
- Valued at the closing price of each security.
Table of Contents
Other fixed income
- Asset backed securities, agencies and variable rate bonds valued based
on pricing models which incorporate information from market sources and observed market
movements.
Cash equivalents
- Primarily certificates of deposit, commercial paper and repurchase
agreements.
Other -
Primarily insurance contracts for international plans and also futures contracts
and over the counter options. These investments are valued based on the closing prices of
future contracts or indices as available on the Bloomberg or similar service, and private
equity investments.
2009
2008
75
%
70
%
21
%
24
%
4
%
6
%
100
%
100
%
2009
2008
2007
5.70
%
6.30
%
6.00
%
8.30
%
8.25
%
8.30
%
4.75
%
4.75
%
4.75
%
2017
2017
2015
6.30
%
6.00
%
5.60
%
8.25
%
8.30
%
8.80
%
4.75
%
4.75
%
4.75
%
2017
2015
2014
Table of Contents
2009
2008
2007
$
(15
)
$
(15
)
$
(15
)
(49
)
(49
)
(47
)
(1
)
(11
)
(11
)
(65
)
(75
)
(73
)
(1
)
$
(66
)
$
(75
)
$
(73
)
1% Increase
1% Decrease
$
2
$
(2
)
22
(20
)
Table of Contents
Table of Contents
2009
2008
2007
30
%
27% to 22
%
22
%
5.5
5.5
5
2.0
%
2.0
%
2.0
%
1.7% to 2.2
%
3.6% to 1.7
%
4.0% to 4.9
%
$
10.27
$
16.59
$
17.79
Weighted-
Weighted-
average
average
remaining
Aggregate
price per
contractual
intrinsic
(Options in millions)
option
Options
life in years
value
$
62.61
11.6
41.89
.1
33.12
(.8
)
75.00
(.4
)
$
64.37
10.5
5.4
$
72
$
61.06
8.7
4.9
$
70
7.5
2009
2008
2007
$
28
$
29
$
30
19
20
21
27
47
141
2
4
11
4
13
42
19
52
163
22
31
31
Table of Contents
Number of
restricted
Weighted
stock
-average
award
fair value
units
per award
.5
$
78.62
1.9
43.60
(.2
)
74.40
(.1
)
47.83
2.1
48.59
2009
2008
2007
$
25
$
15
$
10
17
10
6
Income (loss) from continuing
operations before income taxes
2009
2008
2007
$
(298
)
$
123
$
60
601
1,017
995
$
303
$
1,140
$
1,055
Table of Contents
Income tax (benefit) expense
from continuing operations
2009
2008
2007
$
40
$
36
$
7
5
4
9
69
219
140
114
259
156
(174
)
(17
)
(15
)
(4
)
(42
)
(20
)
(18
)
(127
)
(39
)
(196
)
(186
)
(74
)
$
(82
)
$
73
$
82
2009
2008
2007
35.0
%
35.0
%
35.0
%
0.4
%
0.3
%
0.2
%
(2.1
)%
(0.5
)%
(0.4
)%
(2.3
)%
(0.6
)%
(0.6
)%
(3.9
)%
(1.2
)%
(1.2
)%
5.0
%
4.8
%
0.4
%
(2.5
)%
(3.0
)%
(1.2
)%
(52.6
)%
(18.9
)%
(19.0
)%
(11.9
)%
(3.6
)%
(5.6
)%
7.7
%
(5.9
)%
0.2
%
(27.2
)%
6.4
%
7.8
%
Table of Contents
2009
2008
2007
$
124
$
185
$
141
2009
2008
Long-term
Long-term
Current
assets &
Current
assets &
assets
liabilities
assets
liabilities
$
78
$
773
$
57
$
821
3
(642
)
(3
)
(692
)
293
103
188
125
(5
)
(5
)
13
38
7
165
121
72
69
291
206
66
52
(360
)
(259
)
(10
)
(78
)
(3
)
(17
)
$
377
$
423
$
239
$
428
2010
2015
2020
2025
Not
Related
through
through
through
through
subject to
valuation
2014
2019
2024
2029
expiration
allowance
$
4
$
5
$
136
1
2
48
$
(6
)
$
46
66
$
53
(13
)
2010
2015
2020
2025
2030
Related
through
through
through
through
through
valuation
2014
2019
2024
2029
2034
allowance
$
7
$6
$
17
$
9
$
1
$
(12
)
9
10
5
4
4
(18
)
Table of Contents
2010
2015
2020
2025
Not
Related
through
through
through
through
subject to
valuation
2014
2019
2024
2029
expiration
allowance
$
155
$
146
$
40
$2
$
708
40
40
12
199
$
(279
)
2
58
6
(32
)
Table of Contents
2009
2008
2007
$
139
$
96
$
93
(1
)
(2
)
10
37
11
4
(4
)
(18
)
(26
)
5
30
28
35
33
(4
)
(18
)
(3
)
(13
)
$
197
$
139
$
96
2009
2008
$
67
$
38
Inventories
The components of inventories follow:
2009
2008
$
608
$
683
222
285
601
702
1,431
1,670
(105
)
(116
)
$
1,326
$
1,554
Table of Contents
2009
2008
2007
$
165
$
167
$
176
77
95
57
13
7
(98
)
(108
)
(73
)
3
(2
)
$
147
$
165
$
167
2009
2008
2007
$
177
$
173
$
133
(Shares in millions)
2009
2008
2007
$
383
$
1,055
$
959
3
35
$
383
$
1,058
$
994
167.9
162.3
150.3
1.5
2.1
3.0
166.4
160.2
147.3
$
2.27
$
6.50
$
6.38
.02
.24
$
2.27
$
6.52
$
6.62
$
2.31
$
6.58
$
6.51
.02
.24
$
2.31
$
6.60
$
6.75
Level 1 - Quoted prices (unadjusted) for identical assets in active markets.
Level 2 - Quoted prices for similar assets in active markets, and inputs that are observable
for the asset, either directly or indirectly, for substantially the full term of the financial
instrument.
Table of Contents
Level 3 - Unobservable prices or inputs.
Recognized
value
Level 1
Level 2
Level 3
$
340
$
340
433
433
(12
)
$
(12
)
8
8
29
29
(29
)
(29
)
$
769
$
773
$
(4
)
Fair value of
derivative financial instruments
Other
Other
Other
current
long-term
current
assets
assets
liabilities
$
29
$
6
$
4
5
$
11
$
29
$
4
$
17
$
31
3
$
20
$
31
Table of Contents
Amount of gain
(loss) recognized
in net income
$
(47
)
Interest expense
47
Interest expense
Amount of gain
Amount of gain
(loss)
(loss)
recognized in
reclassified
Eaton
from Eaton
shareholders
shareholders
equity
equity
$
(1
)
$
(8
)
Cost of products sold
22
(14
)
Cost of products sold
$
21
$
(22
)
Table of Contents
Table of Contents
Long-lived
Net sales
assets
$
6,767
$
1,024
355
23
1,061
272
3,007
748
1,642
378
(959
)
$
11,873
$
2,445
$
8,775
$
1,129
428
21
1,455
250
4,002
827
1,963
412
(1,247
)
$
15,376
$
2,639
$
8,556
$
1,158
371
20
1,246
345
2,624
595
1,144
215
(908
)
$
13,033
$
2,333
Table of Contents
Table of Contents
2009
2008
2007
$
1,050
$
1,238
$
1,264
1,625
1,817
696
939
1,132
1,192
729
798
852
797
801
996
866
947
1,145
6,006
6,733
6,145
5,435
5,232
3,982
2,441
2,518
1,557
2,400
2,172
1,746
$
16,282
$
16,655
$
13,430
$
30
$
85
$
61
39
77
21
21
54
56
16
23
39
30
69
62
24
54
79
160
362
318
35
86
36
$
195
$
448
$
354
$
56
$
61
$
61
61
49
18
57
59
62
26
27
26
83
89
84
85
97
94
368
382
345
30
27
23
$
398
$
409
$
368
Table of Contents
Table of Contents
Increase
2009
2008
(Decrease)
$
11,873
$
15,376
(23
)%
3,091
4,185
(26
)%
26.0
%
27.2
%
303
1,140
(73
)%
$
385
$
1,067
(64
)%
3
385
1,070
(64
)%
(2
)
(12
)
$
383
$
1,058
(64
)%
$
2.27
$
6.50
(65
)%
.02
$
2.27
$
6.52
(65
)%
167.9
162.3
3
%
Table of Contents
On September 1, 2009, Eaton acquired the remaining shares of Micro Innovation Holding AG,
increasing its ownership from 50% to 100%. This company is a Switzerland-based manufacturer
of human machine interfaces, programmable logic controllers and input/output devices. This
business had sales of $33 for 2008 and is included in the Electrical Rest of World segment.
On July 2, 2009, Eaton entered into a joint venture in Abu Dhabi. The joint venture
operates as SEG Middle East Power Solutions & Switchboard Manufacture LLC, a manufacturer of
low voltage switchboards and control panel assemblies for use in the Middle East power
generation and industrial markets. This business had annual sales of $10 for 2008 and is
included in the Electrical Rest of World segment.
Increase
2009
2008
(Decrease)
$
11,873
$
15,376
(23
)%
3,091
4,185
(26
)%
26.0
%
27.2
%
303
1,140
(73
)%
$
385
$
1,067
(64
)%
3
385
1,070
(64
)%
(2
)
(12
)
$
383
$
1,058
(64
)%
$
2.27
$
6.50
(65
)%
.02
$
2.27
$
6.52
(65
)%
167.9
162.3
3
%
Table of Contents
Net sales
2009
2008
Decrease
$
6,767
$
8,775
(23
)%
355
428
(17
)%
1,061
1,455
(27
)%
3,007
4,002
(25
)%
1,642
1,963
(16
)%
(959
)
(1,247
)
$
11,873
$
15,376
(23
)%
Table of Contents
2009
2008
$
4
$
4
60
43
3
6
12
20
1
3
2
1
$
82
$
77
$
54
$
51
$
.32
$
.31
Table of Contents
2009
2008
Decrease
$
3,410
$
4,016
(15
)%
518
630
(18
)%
15.2
%
15.7
%
2009
2008
Decrease
$
2,483
$
2,904
(15
)%
107
233
(54
)%
4.3
%
8.0
%
2009
2008
Decrease
$
1,692
$
2,523
(33
)%
51
285
(82
)%
3.0
%
11.3
%
Table of Contents
2009
2008
Decrease
$
1,602
$
1,811
(12
)%
245
283
(13
)%
15.3
%
15.6
%
2009
2008
Decrease
$
1,457
$
2,251
(35
)%
39
315
(88
)%
2.7
%
14.0
%
2009
2008
Decrease
$
1,229
$
1,871
(34
)%
(10
)
59
NM
NM
3.2
%
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
2011
2013
to
to
After
2010
2012
2014
2014
Total
$
5
$
318
$
568
$
2,463
$
3,354
190
372
311
1,245
2,118
(34
)
(43
)
(17
)
(72
)
(166
)
121
160
72
47
400
891
521
72
32
1,516
413
24
24
38
499
$
1,586
$
1,352
$
1,030
$
3,753
$
7,721
Increase
2008
2007
(Decrease)
$
15,376
$
13,033
18
%
4,185
3,651
15
%
27.2
%
28.0
%
1,140
1,055
8
%
$
1,067
$
973
10
%
3
35
1,070
1,008
6
%
(12
)
(14
)
$
1,058
$
994
6
%
$
6.50
$
6.38
2
%
.02
.24
$
6.52
$
6.62
(1
)%
162.3
150.3
8
%
Table of Contents
Net sales
2008
2007
Increase
$
8,775
$
8,556
3
%
428
371
15
%
1,455
1,246
17
%
4,002
2,624
53
%
1,963
1,144
72
%
(1,247
)
(908
)
$
15,376
$
13,033
18
%
2008
2007
$
4
43
$
12
6
12
20
39
3
1
1
$
77
$
64
$
51
$
42
$
.31
$
.28
Table of Contents
2008
2007
Increase
$
4,016
$
3,601
12
%
630
534
18
%
15.7
%
14.8
%
2008
2007
Increase
$
2,904
$
1,158
151
%
233
45
418
%
8.0
%
3.9
%
Table of Contents
On July 31, 2008, PK Electronics, a Belgium-based distributor and service provider of
single phase and three-phase uninterruptible power supply (UPS) systems, was acquired. This
business had sales of $9 for 2007.
On April 4, 2008, The Moeller Group, a Germany-based business which is a leading supplier
of electrical components for commercial and residential building applications and industrial
controls for industrial equipment applications, was acquired. This business had sales of
1.02 billion for 2007.
On March 31, 2008, Balmen Electronic, S.L., a Spain-based distributor and service provider
of uninterruptible power supply (UPS) systems, was acquired. This business had sales of $6 for
2007.
On February 26, 2008, Phoenixtec Power Company Ltd., a Taiwan-based manufacturer of single
and three-phase uninterruptible power supply (UPS) systems, was acquired. This business had
sales of $515 for 2007.
2008
2007
Increase
$
2,523
$
2,391
6
%
285
265
8
%
11.3
%
11.1
%
Table of Contents
2008
2007
Increase
$
1,811
$
1,594
14
%
283
233
21
%
15.6
%
14.6
%
2008
2007
Increase
(Decrease)
$
2,251
$
2,147
5
%
315
357
(12
)%
14.0
%
16.6
%
2008
2007
Decrease
$
1,871
$
2,142
(13
)%
59
234
(75
)%
3.2
%
10.9
%
Table of Contents
Table of Contents
Table of Contents
(Millions except for per share data)
2009
2008
2007
2006
2005
2004
2003
2002
2001
2000
$
11,873
$
15,376
$
13,033
$
12,232
$
10,874
$
9,547
$
7,796
$
6,983
$
7,092
$
8,103
303
1,140
1,055
979
969
756
475
378
257
528
$
385
$
1,067
$
973
$
907
$
788
$
633
$
368
$
272
$
158
$
350
3.2
%
6.9
%
7.5
%
7.4
%
7.2
%
6.6
%
4.7
%
3.9
%
2.2
%
4.3
%
3
35
53
22
22
30
23
19
111
385
1,070
1,008
960
810
655
398
295
177
461
(2
)
(12
)
(14
)
(10
)
(5
)
(7
)
(12
)
(14
)
(8
)
(8
)
$
383
$
1,058
$
994
$
950
$
805
$
648
$
386
$
281
$
169
$
453
$
2.27
$
6.50
$
6.38
$
5.87
$
5.08
$
3.99
$
2.36
$
1.80
$
1.07
$
2.36
.02
.24
.35
.15
.14
.20
.16
.13
.76
$
2.27
$
6.52
$
6.62
$
6.22
$
5.23
$
4.13
$
2.56
$
1.96
$
1.20
$
3.12
167.9
162.3
150.3
152.9
154.0
157.1
150.5
143.4
141.0
145.2
$
2.31
$
6.58
$
6.51
$
5.97
$
5.21
$
4.10
$
2.40
$
1.82
$
1.08
$
2.39
.02
.24
.35
.15
.14
.21
.17
.14
.77
$
2.31
$
6.60
$
6.75
$
6.32
$
5.36
$
4.24
$
2.61
$
1.99
$
1.22
$
3.16
166.4
160.2
147.3
150.2
150.2
153.1
147.9
141.2
138.8
143.6
$
2.00
$
2.00
$
1.72
$
1.48
$
1.24
$
1.08
$
.92
$
.88
$
.88
$
.88
$
16,282
$
16,655
$
13,430
$
11,417
$
10,218
$
9,075
$
8,223
$
7,138
$
7,646
$
8,180
3,349
3,190
2,432
1,774
1,830
1,734
1,651
1,887
2,252
2,447
3,467
4,271
3,417
2,586
2,464
1,773
1,953
2,088
2,440
3,004
6,777
6,317
5,172
4,106
3,778
3,606
3,117
2,302
2,475
2,410
$
40.78
$
38.28
$
35.42
$
28.07
$
25.44
$
23.52
$
20.37
$
16.30
$
17.80
$
17.64
166.2
165.0
146.0
146.3
148.5
153.3
153.0
141.2
139.0
136.6
Table of Contents
2009 Annual Report on Form 10-K
Exhibit Index
3
(i)
Amended Articles of Incorporation (amended and restated as of April 24,
2008) - Incorporated by reference to the Form 10-Q Report for the three months ended
March 31, 2008
3
(ii)
Amended Regulations (amended and restated as of April 23, 2008) -
Incorporated by reference to the Form 10-Q Report for the three months ended March 31,
2008
4
(a)
Pursuant to Regulation S-K Item 601(b) (4), the Company agrees to furnish
to the SEC, upon request, a copy of the instruments defining the rights of holders of
its other long-term debt
10
Material contracts
(a)
Senior Executive Incentive Compensation Plan (effective January 1,
2008) - Incorporated by reference to the definitive Proxy Statement
dated March 14, 2008
(b)
Executive Incentive Compensation Plan (effective January 1, 2005) -
Incorporated by reference to the Form 10-K Report for the year ended
December 31, 2005
(c)
2005 Non-Employee Director Fee Deferral Plan (2008 restatement) -
Incorporated by reference to the Form 10-K Report for the year ended
December 31, 2007
(d)
Deferred Incentive Compensation Plan II (2008 restatement) -
Incorporated by reference to the Form 10-K Report for the year ended
December 31, 2007
(e)
Excess Benefits Plan II (2008 restatement) - Incorporated by
reference to the Form 10-K Report for the year ended December 31,
2007
(f)
Incentive Compensation Deferral Plan II (2008 restatement) -
Incorporated by reference to the Form 10-K Report for the year ended
December 31, 2007
(g)
Limited Eaton Service Supplemental Retirement Income Plan II (2008
restatement) - Incorporated by reference to the Form 10-K Report for
the year ended December 31, 2007
(h)
Supplemental Benefits Plan II (2008 restatement) - Incorporated by
reference to the Form 10-K Report for the year ended December 31,
2007
(i)
Form of Restricted Share Unit Agreement (2 year vesting) -
Incorporated by reference to the Form 10-K Report for the year ended
December 31, 2007
(j)
Form of Restricted Share Unit Agreement (4 year vesting) -
Incorporated by reference to the Form 10-K Report for the year ended
December 31, 2007
(k)
Form of Restricted Share Agreement (2 year vesting) - Incorporated by
reference to the Form 10-K Report for the year ended December 31,
2007
(l)
Form of Restricted Share Agreement (4 year vesting) - Incorporated by
reference to the Form 10-K Report for the year ended December 31,
2007
(m)
Form of Restricted Share Agreement (Non-Employee Directors) -
Incorporated by reference to the Form 8-K Report filed February 1,
2010
(n)
Form of Stock Option Agreement for Executives (2008) - Incorporated
by reference to the Form 10-K Report for the year ended December 31,
2007
Table of Contents
(o)
Form of Stock Option Agreement for Executives - Incorporated by
reference to the Form 10-K Report for the year ended December 31,
2006
(p)
Form of Stock Option Agreement for Non-Employee Directors (2008) -
Incorporated by reference to the Form 10-K Report for the year ended
December 31, 2007
(q)
2002 Stock Plan - Incorporated by reference to the definitive Proxy
Statement dated March 15, 2002
(r)
2004 Stock Plan - Incorporated by reference to the definitive Proxy
Statement dated March 19, 2004
(s)
2008 Stock Plan - Incorporated by reference to the definitive Proxy
Statement dated March 14, 2008
(t)
2009 Stock Plan - Incorporated by reference to the definitive Proxy
Statement dated March 13, 2009
(u)
Plan for the Deferred Payment of Directors Fees (originally adopted
in 1985 and amended effective September 24, 1996, January 28, 1998,
January 23, 2002, February 24, 2004, December 8, 2004 and, in certain
respects, January 1, 2005) - Incorporated by reference to the Form
10-K Report for the year ended December 31, 2007
(v)
1996 Non-Employee Director Fee Deferral Plan (amended and restated
effective January 1, 2005) - Incorporated by reference to the Form
10-K Report for the year ended December 31, 2006
(w)
Form of Change of Control Agreement entered into with officers of
Eaton Corporation - Incorporated by reference to the Form 10-K Report
for the year ended December 31, 2008
(x)
Form of Indemnification Agreement entered into with officers of Eaton
Corporation - Incorporated by reference to the Form 10-K Report for
the year ended December 31, 2002
(y)
Form of Indemnification Agreement entered into with directors of
Eaton Corporation - Incorporated by reference to the Form 8-K Report
filed January 26, 2007
(z)
Executive Strategic Incentive Plan (amended and restated January 1,
2008) - Incorporated by reference to the definitive Proxy Statement
dated March 14, 2008
(aa)
Executive Strategic Incentive Plan II (effective January 1, 2001) -
Incorporated by reference to the Form 10-K Report for the year ended
December 31, 2002
(bb)
Supplemental Executive Strategic Incentive Plan (effective as of June
25, 2008) - Incorporated by reference to the Form 10-K Report for the
year ended December 31, 2008
(cc)
Deferred Incentive Compensation Plan (amended and restated effective
November 1, 2007) - Filed in conjunction with this Form 10-K
Report*
(dd)
1998 Stock Plan - Incorporated by reference to the definitive Proxy
Statement dated March 13, 1998
(ee)
Incentive Compensation Deferral Plan (amended and restated October 1,
1997) - Incorporated by reference to the Form 10-K Report for the
year ended December 31, 2000
Table of Contents
(ff)
Trust Agreement - Officers and Employees (dated December 6, 1996) -
Incorporated by reference to the Form 10-K Report for the year ended
December 31, 2002
(gg)
Trust Agreement - Non-employee Directors (dated December 6, 1996)
- Incorporated by reference to the Form 10-K Report for the year ended
December 31, 2002
(hh)
Group Replacement Insurance Plan (GRIP) (effective June 1, 1992) -
Incorporated by reference to the Form 10-K Report for the year ended
December 31, 1992
(ii)
1991 Stock Option Plan - Incorporated by reference to the Form 10-K
Report for the year ended December 31, 2002
(jj)
Excess Benefits Plan (amended and restated effective January 1, 1989)
- Incorporated by reference to the Form 10-K Report for the year
ended December 31, 2002
(kk)
Supplemental Benefits Plan (amended and restated January 1, 1989) -
Incorporated by reference to the Form 10-K Report for the year ended
December 31, 2002
(ll)
Eaton Corporation Board of Directors Policy on Incentive
Compensation, Stock Options and Other Equity Grants upon the
Restatement of Financial Results - Incorporated by reference to the
Form 10-K Report for the year ended December 31, 2007
12
Ratio of Earnings to Fixed Charges - Filed in conjunction with this Form 10-K Report *
14
Code of Ethics - Incorporated by reference to the definitive Proxy Statement
filed on March 14, 2008
21
Subsidiaries of Eaton Corporation - Filed in conjunction with this Form 10-K Report *
23
Consent of Independent Registered Public Accounting Firm - Filed in
conjunction with this Form 10-K Report *
24
Power of Attorney - Filed in conjunction with this Form 10-K Report *
31.1
Certification of Form 10-K (Pursuant to the Sarbanes-Oxley Act of 2002,
Section 302) - Filed in conjunction with this Form 10-K Report *
31.2
Certification of Form 10-K (Pursuant to the Sarbanes-Oxley Act of 2002,
Section 302) - Filed in conjunction with this Form 10-K Report *
32.1
Certification of Form 10-K (Pursuant to the Sarbanes-Oxley Act of 2002,
Section 906) - Filed in conjunction with this Form 10-K Report *
32.2
Certification of Form 10-K (Pursuant to the Sarbanes-Oxley Act of 2002,
Section 906) - Filed in conjunction with this Form 10-K Report *
101.INS
XBRL Instance Document *
101.SCH
XBRL Taxonomy Extension Schema Document *
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB
XBRL Taxonomy Extension Label Linkbase Document *
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document *
*
Submitted electronically herewith.
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible
Business Reporting Language): (i) Consolidated Statements of Income for the years ended
December 31, 2009, 2008 and 2007, (ii) Consolidated Balance Sheets at December 31, 2009 and
2008, (iii) Statements of Consolidated Cash Flows for the years ended December 31, 2009,
2008 and 2007 (iv) Notes to Consolidated Financial Statements for the year ended December
31, 2009.
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101
to this Annual Report on Form 10-K shall not be deemed to be filed for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and
shall not be part of any registration statement or other document filed under the
Securities Act or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
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I.
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Purpose
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II.
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Concept
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III.
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Definitions
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IV.
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Election to Defer
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V.
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Periodic Compensation
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VI.
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Retirement Compensation
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VII.
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Amendment and Termination
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VIII.
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Administration
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IX.
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Payments to Participants
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X.
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Miscellaneous
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I. | PURPOSE | |
The purpose of the Deferred Incentive Compensation Plan is to promote the greater success of Eaton Corporation and its subsidiaries by providing a means to defer Incentive Compensation for key employees whose level and nature of position enable them to affect significantly the profitability, competitiveness and growth of Eaton. | ||
II. | CONCEPT | |
The Plan is based on the concept that the deferral of Incentive Compensation for later payment to a Participant, including the later payment during Retirement, will provide a benefit to each Participant and an incentive to improve the profitability, competitiveness and growth of Eaton. | ||
III. | DEFINITIONS | |
Unless otherwise required by the context, the terms used herein shall have the meanings as set forth below: | ||
ACCOUNT : The account established by Eaton for each Participant to which may be credited his or her Deferred Incentive Compensation, Dividend Equivalents, Treasury Bill Interest Equivalents and Fixed Rate Interest Equivalents. | ||
BENEFICIARY : The person or entity (including a trust or the estate of the Participant) designated in a written document executed by the Participant and delivered to the Committee. If at the time when any unpaid balance of Deferred Incentive Compensation shall be or become due at or after the death of a Participant, there shall not be any living person or any entity in existence so designated, the term Beneficiary shall mean the Participants estate. | ||
BOARD : The Board of Directors of Eaton. | ||
CAUSE : For the purposes of this Plan, Eaton shall have Cause to terminate the Participants employment hereunder upon (i) the willful and continued failure by the Participant to substantially perform the Participants duties with Eaton (other than any such failure resulting from the Participants incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Participant by the Board which specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participants duties, or (ii) the willful engaging by the |
Participant in gross misconduct materially and demonstrably injurious to Eaton. For purposes of this definition, no act, or failure to act, on the Participants part shall be considered willful unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participants action or omission was in the best interest of Eaton. Notwithstanding the foregoing, the Participants employment shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Participant and an opportunity for the Participant, together with the Participants counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Participant was guilty of conduct set forth above in clauses (i) or (ii) of this definition and specifying the particulars thereof in detail. | ||
CHANGE IN CONTROL OF EATON : For purposes of this Plan, a Change in Control of Eaton shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership of securities of Eaton representing 25% or more of the combined voting power of Eatons then outstanding voting securities, (ii) Eaton shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of Eaton, other than affiliates (within the meaning of the Securities Exchange Act of 1934 (the Exchange Act)) of any party to such merger or consolidation, as the same shall have existed immediately prior to such merger or consolidation, (iii) Eaton shall sell substantially all of its assets to another corporation which is not a wholly owned subsidiary of Eaton, (iv) any person (as such term is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of Eaton representing 25% or more of the combined voting power of Eatons then outstanding securities; or (v) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by Eatons shareholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were Directors at the beginning of the period. For purposes of this Plan, ownership of voting securities shall take into account and include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) of the Exchange Act (as then in effect). | ||
COMMITTEE : The Corporate Compensation Committee of Management of Eaton. | ||
BOARD COMMITTEE : The Compensation and Organization Committee of the Board of Directors of Eaton. | ||
CONTINGENT SHARE UNITS : Units credited to a Participants Account which are equivalent in value to the market value of Eaton Common Shares. |
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DEFERRAL PLANS : Shall mean the Incentive Compensation Deferral Plan, the Strategic Incentive and Option Plan and this Plan. | ||
DEFERRED INCENTIVE COMPENSATION : That portion of Incentive Compensation which has been deferred pursuant to the Plan and any Dividend Equivalents, Treasury Bill Interest Equivalents, Fixed Rate Interest Equivalents and Contingent Share Units which are attributable thereto. | ||
DEFERRED INCENTIVE COMPENSATION AGREEMENT : The written agreement between Eaton and a Participant pursuant to which Incentive Compensation is deferred under the Plan. | ||
DISABILITY : If, as a result of the Participants incapacity due to physical or mental illness, the Participant shall have been absent from the Participants duties with Eaton on a full-time basis for 180 consecutive business days and within thirty (30) days after written Notice of Termination the Participant shall not have returned to the full-time performance of the Participants duties, any termination of the Participants employment by Eaton shall be for Disability. | ||
DIVIDEND EQUIVALENT : An amount equal to the per share dividends paid on Eaton Common Shares. | ||
EATON : Eaton Corporation, an Ohio corporation, and its subsidiaries and successors and assigns. | ||
EATON COMMON SHARES : The common shares of Eaton. | ||
EXECUTIVE INCENTIVE COMPENSATION PLAN : An incentive compensation plan approved (a) by the Board of Directors of Eaton for participation in this Plan and whose participants are designated by the Committee on an annual basis or (b) by the Management Compensation Committee (comprised solely of officers of the Company) and whose participants do not include any officers of the Company. | ||
FAILURE TO PAY : Shall mean that the circumstances described in either (i) or (ii) have occurred: |
(i) | Any Participant shall have notified Eaton and the Trustee in writing that Eaton shall have failed to pay to the Participant, when due, either directly or by direction to the trustee of any trust holding assets for the payment of benefits pursuant to the Plan, at least 75% of any and all amounts which the Participant was entitled to receive at any time in accordance with the terms of the Plan, and that such amounts remain unpaid. Such notice must set forth the amount, if any, which was paid to the Participant, and the amount which the Participant believes he or she was entitled to receive under the Plan. The failure to make such payment shall have continued for a period of 30 days after receipt of such notice by Eaton, and during |
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such 30-day period Eaton shall have failed to prove, by clear and convincing evidence as determined by the Trustee in its sole and absolute discretion, that such amount was in fact paid or was not due and payable; or | |||
(ii) | More than two Plan Participants shall have notified Eaton and the Trustee in writing that they have not been paid when due, either directly or by direction to the Trustee, amounts to which they are entitled under the Plan and that such amounts remain unpaid. Each such notice must set forth the amount, if any, which was paid to the Participant, and the amount which the Participant believes he or she was entitled to receive under the Plan. Within 15 days after receipt of each such notice, the Trustee shall determine, on a preliminary basis, whether any failure to pay such Participants has resulted in a failure to pay when due, directly or by direction, at least 75% of the aggregate amount due to all Participants under all the Deferral Plans in any two-year period, and that such amounts remain unpaid. If the Trustee determines that such a failure has occurred, then it shall so notify Eaton and the Participants in writing within the same 15 day period. Within a period of 20 days after receipt of such notice from the Trustee, Eaton shall have failed to prove by clear and convincing evidence, in the sole and absolute discretion of the Trustee, that such amount was paid or was not due and payable. |
FIXED RATE INTEREST EQUIVALENT : With respect to any Participant, the rate of interest as specified in the Deferred Incentive Compensation Agreement between such Participant and Eaton. | ||
FUNDED AMOUNT : With respect to the Account of any Participant, the value of any assets which have been placed in a grantor trust established by the Company to pay benefits with respect to that Plan Account, as determined at the time initial payments are to be made pursuant to the selections made by the Participants in accordance with Section 9.03. | ||
GOOD REASON : For purposes of this Plan, any Termination of Employment by a Participant under the following circumstances shall be for Good Reason: |
(i) | without the Participants express written consent, the assignment to the Participant of any duties inconsistent with the Participants positions, duties, responsibilities and status with Eaton immediately prior to a Change in Control of Eaton, or a change in the Participants reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control of Eaton, or any removal of the Participant from or any failure to re-elect the Participant to any of such positions, except in connection with the termination of the Participants employment for Cause, Disability or as a result of the Participants death; | ||
(ii) | a reduction by Eaton in the Participants base salary as in effect immediately prior to the Change in Control of Eaton or as the same may be increased from time to time; or the failure by Eaton to increase such base salary each year after a Change |
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in Control of Eaton by an amount which at least equals, on a percentage basis, the average annual percentage merit increase in the Participants base salary during the five (5) full calendar years immediately preceding a Change in Control of Eaton; | |||
(iii) | a failure by Eaton to continue the Participants participation in Eatons Executive Incentive Compensation Plan (the I.C. Plan), Deferred Incentive Compensation Plan (the Deferred I.C. Plan), Limited Eaton Service Supplemental Retirement Income Plan (the Limited Service Plan), the Executive Strategic Incentive Plan (the ESIP Plan) and the Supplemental Benefit Plan established by the Board as a result of the limitations on pension benefits imposed by Section 415 of the Internal Revenue Code (the Supplemental Plan), as each plan may be modified from time to time but substantially in the form presently in effect, on at least the basis as in effect immediately prior to the Change in Control of Eaton or to pay the Participant any amounts earned under such plans in accordance with the terms of such plans. | ||
(iv) | the relocation of Eatons principal executive offices to a location outside Cuyahoga County, Ohio or any county adjoining Cuyahoga County, Ohio, or Eatons requiring the Participant to be based anywhere other than Eatons principal executive offices or the location where the Participant is based immediately prior to the Change in Control of Eaton except for required travel on Eatons business to an extent substantially consistent with the Participants business travel obligations in effect immediately prior to the Change in Control of Eaton, or, in the event the Participant consents to any such relocation of Eatons principal executive offices, the failure by Eaton to pay (or reimburse the Participant for) all reasonable moving expenses incurred by the Participant relating to a change of the Participants principal residence in connection with such relocation and to indemnify the Participant against any loss (defined as the difference between the actual sale price of such residence and the higher of (a) the Participants aggregate investment in such residence or (b) the fair market value of such residence as determined by any real estate appraiser designated by the Participant and reasonably satisfactory to Eaton) realized in the sale of the Participants principal residence in connection with any such change of residence; | ||
(v) | the failure by Eaton to continue to effect any benefit or compensation plan (including but not limited to the plans described under paragraph (p)(iii) above), pension plan, life insurance plan, health and accident plan or disability plan in which the Participant is participating at the time of a Change in Control of Eaton (or plans providing the Participant with substantially similar benefits), the taking of any action by Eaton which would adversely affect the Participants participation in or materially reduce the Participants benefits under any of such plans or deprive the Participant of any material fringe or personal benefit enjoyed by the Participant at the time of the Change in Control of Eaton, or the failure by Eaton to provide the Participant with the number of paid vacation days to which the Participant is then entitled on the basis of years of service with Eaton in accordance with Eatons |
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normal vacation policy in effect immediately prior to the Change in Control of Eaton; | |||
(vi) | the failure of Eaton to obtain the assumption of this Plan by any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the assets of Eaton, by agreement in form and substance satisfactory to the Participant, to expressly assume this Plan and the obligations of Eaton hereunder; or | ||
(vii) | any purported termination of the Participants employment which is not effected pursuant to a Notice of Termination satisfying the requirements of a Notice of Termination as herein defined (and, if applicable, the definition of Cause as herein defined); and for purposes of this Plan, no such purported termination shall be effective. |
INCENTIVE COMPENSATION : The full amount of the annual Incentive Compensation awarded to a Participant under the Executive Incentive Compensation Plan. | ||
INCENTIVE YEAR : An incentive year as defined under the provisions of the Executive Incentive Compensation Plan. | ||
LUMP SUM PAYMENT : Means an amount (payable in cash or Eaton Common Shares, or a combination thereof) equal to the total of the following amounts calculated as of the date of the payment: |
(i) | The amount, if any, of the Participants Periodic Compensation then credited to his Account and accrued and unpaid Treasury Bill Interest Equivalents thereon; plus | ||
(ii) | The amount, if any, of the Participants unpaid Type A Retirement Compensation calculated in accordance with Section 6.04 of the Plan and assuming for purposes of the conversion calculation that a Change in Control of Eaton has occurred within the relevant time period so that Section 6.04(b) is applicable; plus | ||
(iii) | The amount, if any, payable as a lump sum in relation to Type B Retirement Compensation, calculated in accordance with Section 6.10(a)(ii) of the Plan, assuming that the Type B Retirement Compensation would be credited with Fixed Rate Interest Equivalents from the date of the Lump Sum Payment until paid over the fifteen-year period following the date of such Lump Sum Payment. |
In the event that a Participant or a Participants Designated Beneficiary has begun to receive benefit installment payments under the Plan prior to the date of the Lump Sum Payment, the amount of such Lump Sum shall be equal to the present value of the remaining annual payments which otherwise would have been made calculated as described in this Section. |
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MEAN PRICE : The mean between the highest and lowest quoted selling price of an Eaton Common Share on the New York Stock Exchange List of Composite Transactions. | ||
NORMAL RETIREMENT DATE : The date a Participant attains age sixty-five (65). | ||
NOTICE OF TERMINATION : Any termination of the Participants employment by Eaton for Cause or Disability or by the Participant for Good Reason shall be communicated by written Notice of Termination to the Participant or Eaton, respectively. For purposes of this Plan, a Notice of Termination shall mean a notice which shall indicate the specific termination provision in this Plan relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participants employment under the provision so indicated. | ||
PARTICIPANT : An employee of Eaton in a key position receiving benefits under the Executive Incentive Compensation Plan and participating under the Plan. | ||
PERIODIC COMPENSATION : That portion of a Participants Incentive Compensation which is deferred under the Plan for payment over a period of five (5) years. | ||
PERIODIC INSTALLMENTS : Equal monthly, quarterly, semiannual or annual payments, over a period not to exceed 15 years, as determined by the Committee in its sole discretion. | ||
PLAN : The Deferred Incentive Compensation Plan pursuant to which all or a portion of Incentive Compensation may be deferred for later payment to a participant, as amended and restated as of January 1, 1989, and as subsequently amended on March 31, 2000 to provide that distributions of Type A Retirement Compensation first commencing after March 31, 2000 shall be made in Eaton Common Shares (except as otherwise provided in Section 6.04), and as further amended on November 1, 2007 to provide that Type A Retirement compensation will no longer be credited with the greater of appreciation or earnings on Eaton Common Shares or Treasury Bill Interest Equivalent, but instead will only be credited with appreciation and earnings on Eaton Common Shares. | ||
RETIREMENT : The Termination of Employment of a Participant who is age fifty-five (55) or older and who has at least ten (10) years of service with Eaton or who is age sixty-five (65) or older or under circumstances making him eligible to receive pension payments under a pension plan sponsored by Eaton commencing within sixty (60) days of the date of such Termination of Employment. | ||
RETIREMENT COMPENSATION : That portion of Incentive Compensation deferred under the Plan for payment to a Participant upon his or her Retirement which either shall be Type A Retirement Compensation or Type B Retirement Compensation as selected by the Participant in accordance with Section 4.01. |
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TERMINATION AND CHANGE IN CONTROL : Shall mean the termination of the employment of a Participant for any reason whatsoever prior to a Change in Control, upon a subsequent Change in Control or termination of the employment of a Participant for any reason whatsoever during the three-year period immediately following a Change in Control. | ||
TERMINATION OF EMPLOYMENT : The time when a Participant shall no longer be employed by Eaton whether by reason of Retirement, death, voluntary resignation (with or without Good Reason), divestiture or closing of a business unit, plant or facility, discharge (with or without Cause), or such disability that, under the then current employment practices of Eaton, the employment of the Participant is deemed to have been terminated. | ||
TREASURY BILL INTEREST EQUIVALENT : A rate of interest equal to the quarterly average yield of 13-week U.S. Government Treasury Bills. | ||
TRUSTEE : Shall mean the trustee of any trust which holds assets for the payment of the benefits provided by the Plan. | ||
TYPE A RETIREMENT COMPENSATION : As defined in Section 6.01. | ||
TYPE B RETIREMENT COMPENSATION : As defined in Section 6.01. | ||
IV. | ELECTION TO DEFER | |
Section 4.01 . With respect to Incentive Compensation for each Incentive Year commencing in or after 1986, the Participant shall be given the opportunity to elect, by signing and delivering to the Committee a Deferred Incentive Compensation Agreement, the manner and extent to which the Participants Incentive Compensation awarded in respect to such Incentive Year shall be deferred under the Plan, the allocation between Periodic Compensation and Retirement Compensation and, with respect to the latter, the allocation between Type A Retirement Compensation and Type B Retirement Compensation. | ||
Section 4.02 . Not less than 10% of Incentive Compensation awarded for any Incentive Year may be deferred under the Plan. | ||
Section 4.03 . If a Participant elects to allocate a portion of Incentive Compensation to both Periodic Compensation and Retirement Compensation, the amount allocated to each form of Compensation shall be not less than 10% of the Incentive Compensation awarded for any Incentive Year. | ||
Section 4.04 . To be in effect for an Incentive Year, a Participants election pursuant to Section 4.01 must be completed on or before June 15 of such Incentive Year; provided , |
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however , that in order to select Type B Retirement Compensation such election must be completed on or before December 2 of the immediately preceding Incentive Year. Only Participants who have elected to allocate Deferred Incentive Compensation to Retirement Compensation for the Incentive Year commencing in 1985 (under the Plan as in effect prior to the October 23, 1985 amendment and restatement thereof) shall be entitled to allocate all or part of such Deferred Incentive Compensation to Type B Retirement Compensation. | ||
Section 4.05 . Once a Participant has made an effective election under Section 4.01 with respect to the deferral and allocation of his or her Incentive Compensation, he or she may not thereafter change that election or change the allocation between Periodic Compensation and Retirement Compensation or between Type A Retirement Compensation and Type B Retirement Compensation. | ||
V. | PERIODIC COMPENSATION | |
Section 5.01 . There shall be computed and credited quarterly to the Participants Account Treasury Bill Interest Equivalents on all unpaid Periodic Compensation. | ||
Section 5.02 . Commencing in January of the second year following the Incentive Year for which the Periodic Compensation was credited to the Participant, the Periodic Compensation shall be paid to the Participant in five (5) equal annual installments; and, with each such installment, there shall be paid to the Participant all Treasury Bill Interest Equivalents credited to the Participant and then unpaid. | ||
Section 5.03 . Upon Termination of Employment, any unpaid Periodic Compensation and any unpaid Treasury Bill Interest Equivalents credited thereon shall be paid to the Participant, or his or her Beneficiary, as the case may be, pursuant to the schedule for payment described in Section 5.02. | ||
VI. | RETIREMENT COMPENSATION |
A. | General . |
Section 6.01 . The amount of Deferred Incentive Compensation allocated to Retirement Compensation shall correspond with the portion of the Incentive Compensation award elected by the Participant pursuant to Section 4.01. Such amount may be allocated between Type A Retirement Compensation and, subject to Sections 6.08 and 6.09, Type B Retirement Compensation. Amounts allocated as Type A Retirement Compensation shall be converted into a number of Contingent Share Units on such date or dates as shall correspond with the determination and transfer of Incentive Compensation (it being understood that such transfer may be the payment date of such Incentive Compensation). The amounts allocated as Type A Retirement Compensation shall be converted into a number of Contingent Share Units based upon the average of the Mean Prices for Eaton Common Shares for the twenty trading days of the New York |
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Stock Exchange during which Eaton Common Shares were traded immediately following the end of the Incentive Year in which the Incentive Compensation so allocated was earned. Amounts allocated as Type B Retirement Compensation shall not be converted into Contingent Share Units, but instead shall be credited with Fixed Rate Interest Equivalents, compounded annually, until paid. | ||
Retirement Compensation which the Participant elects to have converted into Contingent Share Units is referred to herein as Type A Retirement Compensation and Retirement Compensation to be credited with Fixed Rate Interest Equivalents is referred to herein as Type B Retirement Compensation. |
B. | Provisions Regarding Type A Retirement Compensation . |
Section 6.02 . On each dividend payment date for Eaton Common Shares, Dividend Equivalents shall be credited to the Participants Account with respect to all Contingent Share Units then credited to such Account and shall be converted into an appropriate number of Contingent Share Units utilizing the procedures set forth in Section 6.01 but at the Mean Price on said dividend payment date. | ||
Section 6.03 . In determining the number of Contingent Share Units to be credited to a Participant, whether by reason of the conversion of Retirement Compensation to Contingent Share Units or by reason of the conversion of Dividend Equivalents to Contingent Share Units, such number may be expressed in fractions of a Contingent Share Unit computed to the nearest tenth. The number of Contingent Share Units credited to a Participant shall be appropriately adjusted to reflect any change in the capitalization of Eaton resulting from a stock dividend, stock split, reorganization, merger, consolidation, recapitalization, combination, exchange of shares or any other similar events. | ||
Section 6.04 . Upon Retirement or other Termination of Employment of the Participant or upon any other distribution of Type A Retirement Compensation, (x) all Contingent Share Units standing to his or her credit shall be converted to an equal number of Eaton Common Shares and (y) his or her account shall be credited with an additional amount equal to the amount, if any, by which the amount determined under Subsection 6.04(a) exceeds the amount determined under Subsection 6.04(b): |
(a) | the product of the average of the Mean Prices for an Eaton Common Share for the twenty (20) trading days of the New York Stock Exchange during which Eaton Common Shares were traded immediately preceding the date of Retirement or other Termination of Employment or distribution multiplied by the number of Contingent Share Units then credited to the Participants Account. | ||
(b) | if a Change in Control of Eaton shall have occurred at any time within the period of thirty-six (36) months immediately preceding the Participants Retirement or other Termination of Employment, the product of the highest of the following: |
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(i) | the highest price paid for an Eaton Common Share in any tender offer in connection with the Change in Control; | ||
(ii) | the price received for an Eaton Common Share in any merger, consolidation or similar event in connection with the Change in Control; or | ||
(iii) | the highest price paid for an Eaton Common Share as reported in any Schedule 13D within the sixty (60) day period immediately preceding the Change in Control; |
multiplied by the number of Contingent Share Units credited to the Participants Account at the time of his or her Retirement or other Termination of Employment or distribution. |
The additional amount, if any, so determined shall be converted to Eaton Common Shares based on the average of the Mean Prices for Eaton Common Shares on the date of such determination which shall be credited to the Participants Account and held for later distribution as set forth in Section 6.05. | ||
Section 6.05 . Upon Retirement or other Termination of Employment of a Participant or upon any other distribution of Type A Retirement Compensation, and after the conversion of Contingent Share Units to Eaton Common Shares and the calculation of the additional amount, if any, to be credited to the Participants Account as set forth in Section 6.04, the Committee shall determine in its sole discretion the method of distribution of such Eaton Common Shares and the additional amount, if any, whether in a lump sum, to be paid within one year after Retirement or other Termination of Employment or upon the date of any of other distribution of such Compensation, or Periodic Installments; provided , however , that in making such determination the Committee may consider the wishes and needs of the Participant or his or her Beneficiary, as the case may be, with respect to the payment of Type A Retirement Compensation. | ||
Section 6.06 . There shall be computed on a quarterly basis and credited to the Participants Account Dividend Equivalents on the unpaid amount of Type A Retirement Compensation determined pursuant to Section 6.04 until such Compensation is paid by Eaton. All credited Dividend Equivalents shall be converted to Eaton Common Shares using the method set forth in Section 6.04 but based on a date which is as near to the distribution date as is administratively practical. | ||
Section 6.07 . Commencing at such time as the Committee shall determine, but not later than one (1) year following Retirement or other Termination of Employment, the Eaton Common Shares credited to the Participants Account in accordance with Section 6.04 shall be distributed to the Participant or his Beneficiary, as the case may be, in accordance with the schedule for distribution determined under Section 6.05 and, with |
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each Periodic Installment, there shall be paid all Dividend Equivalents credited to the Participant and then unpaid. |
C. | Provisions Regarding Type B Retirement Compensation . |
Section 6.08 . A Participant may defer as Type B Retirement Compensation all or any portion of his or her future Incentive Compensation which is earned during a period of four (4) consecutive Incentive Years or for the period to his or her Normal Retirement Date, if earlier; provided , however , that with respect to any Incentive Year, the amount of Incentive Compensation a Participant may defer as Type B Retirement Compensation must be at least $5,000 and no greater than the maximum amount for such Incentive Year specified in such Participants Deferred Incentive Compensation Agreement; provided , further , that any Incentive Compensation in excess of such annual maximum limitation may be deferred as either Periodic Compensation or Type A Retirement Compensation. | ||
Section 6.09 . Notwithstanding anything herein to the contrary, Eaton shall be entitled to deny Participants the opportunity to elect to defer future Incentive Compensation as Type B Retirement Compensation for any reason if such Incentive Compensation is not then subject to an effective deferral election; provided , however , that any such denial by Eaton of the opportunity to elect deferrals shall apply to all Participants equally. | ||
Section 6.10 . |
(a) | Following Retirement, all Type B Retirement Compensation then credited to a Participants Account, together with Fixed Rate Interest Equivalents earned during the period of deferral, shall be paid to the Participant or his or her Beneficiary in fifteen (15) equal annual installments commencing on the first day of February following the year in which the Participant attains age 65; provided , however , that after consideration of the wishes and needs of the Participant or his or her Beneficiary, the Committee may determine in its sole discretion (i) to commence payment of the installments to any Participant at an earlier date following Retirement; (ii) to pay to any Participant the Type B Retirement Compensation in a lump sum within one year following Retirement; or (iii) to pay Type B Retirement Compensation in a lump sum upon any Termination of Employment by reason of divestiture or closing of a business unit, subsidiary, plant or facility or to provide that such Type B Retirement Compensation shall be paid commencing on a date which is subsequent to such Termination of Employment but not later than the Participants Normal Retirement Date. For purposes of the payments under the foregoing clauses (ii) and (iii), the amount of such lump sum shall be equal to the then present value of the fifteen (15) annual payments which otherwise would have been made as calculated using an interest rate equal to Moodys Corporate Bond Yield Average Monthly (Average Corporates) most recently published by Moodys Investor Services, Inc. (or any successor thereto) at the time of the calculation. |
12
(b) | The rate of each Participants Fixed Rate Interest Equivalent, as set forth in his or her Deferred Incentive Compensation Agreement, is based on the assumption that the Participant will defer a specified amount of Incentive Compensation for four (4) consecutive years or to his or her Retirement, if earlier. Notwithstanding any provisions hereof to the contrary, upon a Participants Termination of Employment, other than for Retirement and except as provided in Section 6.10(c), all Type B Retirement Compensation then credited to his or her Account shall be credited only with Treasury Bill Interest Equivalents, compounded quarterly, for the actual period of deferral until paid in lieu of the Fixed Rate Interest Equivalents otherwise credited to Type B Retirement Compensation; provided , however , that the Committee may determine in its sole discretion that all Type B Retirement Compensation credited to a Participants Account shall continue to be credited with Fixed Rate Interest Equivalents until paid. Upon such Termination of Employment, payment of the amounts credited to a Participants Account shall be made as determined by the Committee (i) in Periodic Installments commencing within one year following such Termination of Employment or at such other date not later than first February following the Participants Normal Retirement Date as determined by the Committee, or (ii) in a lump sum within one year following such Termination of Employment or at such other date not later than the first February following the Participants Normal Retirement Date as determined by the Committee. | ||
(c) | Notwithstanding anything in Section 6.10(b) to the contrary, (i) if a Participants Termination of Employment occurs within five (5) years after a Change in Control of Eaton and such Termination of Employment is by Eaton without Cause or by the Participant for Good Reason or for Retirement, all Type B Retirement Compensation then credited to the Participants Account shall be credited with the Fixed Rate Interest Equivalents and held under the Plan as elected by the Participant in his or her Deferred Incentive Compensation Agreement; (ii) if within five (5) years after a Change in Control of Eaton a Participant is not permitted to complete the deferral of Incentive Compensation until the Participants Retirement because of any amendment or termination of the Plan, all Type B Retirement Compensation then credited to the Participants Account shall be credited with the Fixed Rate Interest Equivalents and held under the Plan as elected by the Participant in his or her Deferred Incentive Compensation Agreement; or (iii) if a Participants Termination of Employment is caused by any divestiture or closing of a business unit, subsidiary, plant or facility, the Board Committee may determine in its sole discretion that all Type B Retirement Compensation then credited to the Participants Account shall be credited with the Fixed Rate Interest Equivalents until paid as provided under Section 6.10(a). |
VII. | AMENDMENT AND TERMINATION | |
Section 7.01 . Eaton fully expects to continue the Plan but it reserves the right, except as otherwise provided herein, at any time or from time to time, by action of the Board |
13
Committee, to modify or amend the Plan, in whole or in part, or to terminate the Plan, in whole or in part, at any time and for any reason, including, but not limited to, adverse changes in the federal tax laws; provided , however , that no amendment may be made to the provisions of the Plan which comply with Rule l6b-3(c)(2)(ii)(A) of the Securities Exchange Act of 1934, as amended, more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. | ||
Section 7.02 . In the event of any termination of the Plan which results in the Participants being unable to have any future Incentive Compensation allocated as Type B Retirement Compensation, the amount of all Type B Retirement Compensation credited to a Participants Account at the date of such Plan termination shall be converted to Type A Retirement Compensation, effective retroactively to the date such Retirement Compensation was allocated pursuant to Section 6.01, and either shall be paid to the Participant or continue to be held under the Plan as elected by the Participant in his or her Deferred Incentive Compensation Agreement, except for 1985 Incentive Compensation, if any, deferred as Type B Retirement Compensation which shall continue to be held under the Plan. Notwithstanding the foregoing, in the event of a termination of the Plan within five (5) years after a Change in Control of Eaton, all Type B Retirement Compensation then credited to a Participants Account together with Fixed Rate Interest Equivalents earned during the period of deferral shall not be converted to Type A Retirement Compensation but shall be held under the Plan as elected by the Participant in his or her Deferred Incentive Compensation Agreement. No amendment to, or termination of, the Plan after a Change in Control of Eaton shall modify this provision or any provision hereof relating to a Change in Control of Eaton or the rights of a Participant in effect under the Plan immediately prior to such Change in Control of Eaton. Notwithstanding anything herein to the contrary, no amendment, modification or termination of the Plan shall, without the consent of the Participant, alter or impair this provision or any of the Participants rights under the Plan with respect to benefits accrued prior to such amendment, modification or termination. | ||
VIII. | ADMINISTRATION | |
Section 8.01 . The Plan shall be administered by the Committee in accordance with rules of general application for the administration of the Plan as the Committee may, from time to time, adopt. The Committee shall interpret the provisions of the Plan where necessary and may adopt procedures for the administration of the Plan which are consistent with the provisions of the Plan and the rules adopted by the Committee. | ||
Section 8.02 . Each Participant or Beneficiary must claim any benefit to which he or she may be entitled under the Plan by a written notification to the Committee. If a claim is denied, it must be denied within a reasonable period of time in a written notice stating the specific reasons for the denial. |
14
The claimant may have a review of the denial by the Committee by filing a written notice with the Committee within sixty (60) days after the notice of the denial of his or her claim. | ||
The written decision by the Committee with respect to the review must be given within one hundred and twenty (120) days after receipt of the written request. | ||
IX. | PAYMENTS TO PARTICIPANTS | |
Section 9.01 . | ||
Notwithstanding anything herein to the contrary, upon the occurrence of a Termination and Change in Control, the Participants shall be entitled to receive from the Company the payments as provided in Section 9.03 . | ||
Section 9.02 . | ||
Notwithstanding anything herein to the contrary, upon the occurrence of a Failure to Pay, each Participant covered by the situation described in clause (i) of the definition of Failure to Pay, or each of the Participants in the event of a situation described in clause (ii) of that definition, as the case may be, shall be entitled to receive from the Company the payments as provided in Section 9.03. | ||
Section 9.03 . | ||
No later than the first to occur of (i) one year following the date hereof for any current Participant, (ii) a Termination and Change in Control or a Failure to Pay for any current Participant or (iii) the date upon which any person who is not a current Participant upon the date hereof becomes a Participant, each Participant shall select one of the payment alternatives set forth below with respect to that portion of the Participants Plan Account equal to the full amount of the Account minus the Funded Amount, and with respect to that portion of the Account equal to the Funded Amount. The payment alternatives selected with respect to the two portions of the Account need not be the same. The payment alternatives are as follows: |
(a) | a lump sum payment within 30 days following the Termination and Change in Control or Failure to Pay, as the case may be; | ||
(b) | payment in monthly, quarterly, semiannual or annual payments, over a period not to exceed fifteen years, as selected by the Participant at the time provided in the first paragraph of this Section 9.03, commencing within 30 days following the Termination and Change in Control or Failure to Pay, as the case may be, which are substantially equal in amount or in the number of share units being valued and paid, except that earnings attributable to periods following Termination and Change in Control or Failure to Pay shall be included with each payment. |
15
Payment shall be made to each such Participant in accordance with his or her selected alternative as provided in Sections 9.01 and 9.02. | ||
X. | MISCELLANEOUS | |
Section 10.01 . Each Participant shall have the right, by written instruction to the Committee, on a form supplied by the Committee, to designate one or more primary and contingent beneficiaries (and the proportion to be paid to each, if more than one is designated) to receive his or her Deferred Incentive Compensation upon his or her death. Any such designation shall be revocable by the Participant. | ||
Section 10.02 . The Committee may, in its sole discretion, change the amount of the Periodic Installments or the number of years over which the Periodic Installments are to be paid or permit the payment of any Deferred Incentive Compensation at any date or dates which may be earlier than the payment date or dates provided under the Plan. The Committee may consider the needs and desires of the participant or beneficiary in making this decision. The determination of the Committee shall be final and conclusive upon Eaton, the Participant and the Beneficiary. Any Type B Retirement Compensation paid pursuant to this Section 10.02 to a Participant who would then be eligible to terminate his or her employment for Retirement shall be credited with the Fixed Rate Interest Equivalent on the amount so paid. Any Type B Retirement Compensation paid to a Participant who is not then eligible to terminate his or her employment for Retirement shall be credited only with the Treasury Bill Interest Equivalent. | ||
Section 10.03 . All payments under the Plan shall be subject to such taxes (federal, state or local) as may be due thereon and the determination by the Committee as to withholding with respect thereto shall be binding upon the Participant and his or her Beneficiary. | ||
Section 10.04 . If any Participant under the Plan is a member of the Committee, he or she shall not participate as a member of the Committee in any determination under the Plan relating to his or her Deferred Incentive Compensation. | ||
Section 10.05 . All action of the Committee hereunder may be taken with or without a meeting. If taken without a meeting, the action shall be in writing and signed by a majority of the members of the Committee and if taken with a meeting, a majority of the Committee shall constitute a quorum for any such action. | ||
Section 10.06 . Subject to any federal statute to the contrary, no right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any right or benefit under the Plan shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefits. If the Participant or Beneficiary shall become |
16
bankrupt, or attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any right hereunder, then such right or benefit shall, in the discretion of the Company, cease and terminate, and in such event, the Company may hold or apply the same or any part thereof for the benefit of the Participant or his or her spouse, children, or other dependents, or any of them, in such manner and in such amounts and proportions as the Company may deem proper. | ||
Section 10.07 . The obligations of Eaton to make payments hereunder shall constitute a liability of Eaton to the Participant. Eaton may, but shall not be required to, establish or maintain any special or separate fund, or purchase or acquire life insurance on a Participants life, or otherwise to segregate assets to assure that such payments shall be made. | ||
Section 10.08 . The Plan shall not be deemed to constitute a contract of employment between Eaton and a Participant. Neither shall the execution of this Plan nor any action taken by Eaton pursuant to this Plan be held or construed to confer on a Participant any legal right to be continued as an employee of Eaton, in an executive position or in any other capacity with Eaton whatsoever. | ||
Section 10.09 . Obligations incurred by Eaton pursuant to this Plan shall be binding upon and inure to the benefit of Eaton, its successors and assigns, and the Participant or his or her Beneficiary. | ||
Section 10.10 . This Plan shall be construed and governed in accordance with the law of the State of Ohio. | ||
Section 10.11 . The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, and the singular may include the plural, unless the context clearly indicates to the contrary. | ||
Section 10.12 . All headings used in the Plan are for convenience of reference only and are not part of the substance of the Plan. |
17
|
Date: , 2010 | |||
|
||||
|
||||
|
||||
|
||||
|
||||
|
||||
|
18
Year ended December 31 | ||||||||||||||||||||
(Millions of dollars) | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
Income from
continuing operations before income taxes & noncontrolling
interests in consolidated
subsidiaries
|
$ | 303 | $ | 1,140 | $ | 1,055 | $ | 979 | $ | 969 | ||||||||||
|
||||||||||||||||||||
Adjustments
|
||||||||||||||||||||
(Income) losses of equity investees
|
(6 | ) | (11 | ) | (6 | ) | 1 | 1 | ||||||||||||
Distributed income of equity investees
|
9 | 1 | 1 | 1 | 4 | |||||||||||||||
Interest expensed
|
170 | 192 | 193 | 139 | 109 | |||||||||||||||
Amortization of debt issue costs
|
5 | 2 | 1 | 1 | 1 | |||||||||||||||
Estimated portion of rent expense
representing interest
|
59 | 58 | 44 | 41 | 38 | |||||||||||||||
Amortization of capitalized interest
|
13 | 13 | 12 | 12 | 12 | |||||||||||||||
|
||||||||||||||||||||
Adjusted income from continuing
operations before income taxes
|
$ | 553 | $ | 1,395 | $ | 1,300 | $ | 1,174 | $ | 1,134 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Fixed
charges
|
||||||||||||||||||||
Interest expensed
|
$ | 170 | $ | 192 | $ | 193 | $ | 139 | $ | 109 | ||||||||||
Interest capitalized
|
7 | 13 | 14 | 14 | 13 | |||||||||||||||
Amortization of debt issue costs
|
5 | 2 | 1 | 1 | 1 | |||||||||||||||
Estimated portion of rent expense
representing interest
|
59 | 58 | 44 | 41 | 38 | |||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 241 | $ | 265 | $ | 252 | $ | 195 | $ | 161 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of earnings to fixed charges
|
2.29 | 5.26 | 5.16 | 6.02 | 7.04 |
Page 78
Consolidated
subsidiaries (A)
|
Where
Organized
|
|
Argo-Tech Corporation Costa Mesa
|
California | |
Aeroquip International Inc.
|
Delaware | |
Argo-Tech Corporation (Aftermarket)
|
Delaware | |
Durodyne Inc.
|
Delaware | |
Eaton Asia Investments Corporation
|
Delaware | |
Eaton Aerospace LLC
|
Delaware | |
Eaton Holding International LLC
|
Delaware | |
Eaton Hydraulics LLC
|
Delaware | |
Eaton Industrial Corporation
|
Delaware | |
Eaton International Corporation
|
Delaware | |
Eaton Worldwide LLC
|
Delaware | |
EIC Holding I LLC
|
Delaware | |
EIC Holding II LLC
|
Delaware | |
EIC Holding III LLC
|
Delaware | |
EIC Holding IV LLC
|
Delaware | |
EIC Holding V LLC
|
Delaware | |
EIC Holding VI LLC
|
Delaware | |
EIC Holding GP I
|
Delaware | |
EIC Holding GP II
|
Delaware | |
EIC Holding GP III
|
Delaware | |
EIC Holding GP IV
|
Delaware | |
Intelligent Switchgear Organization LLC
|
Delaware | |
Vickers International Inc.
|
Delaware | |
Eaton Aeroquip Inc.
|
Michigan | |
Eaton Ann Arbor LLC
|
Michigan | |
Eaton Inoac Company
|
Michigan | |
Eaton Aeroquip LLC
|
Ohio | |
Eaton Leasing Corporation
|
Ohio | |
Cutler-Hammer de Argentina S.A.
|
Argentina | |
Eaton Power Quality S.A.
|
Argentina | |
Eaton S.A.
|
Argentina | |
Eaton Electric Services Pty. Ltd.
|
Australia | |
Eaton Industries Pty. Ltd.
|
Australia | |
Eaton Holding G.m.b.H.
|
Austria | |
Moeller Beteligungen G.m.b.H.
|
Austria | |
Moeller Gebaudeautomation G.m.b.H.
|
Austria | |
Moeller Holding Austria G.m.b.H.
|
Austria | |
Aeroquip-Vickers Assurance Ltd.
|
Barbados | |
Eaton Holding Srl
|
Barbados | |
Eaton Electric S.A.
|
Belgium | |
Eaton Filtration, BVBA
|
Belgium | |
Aeroquip-Vickers International Inc.
|
Bermuda | |
Cambridge International Insurance Company Ltd.
|
Bermuda | |
Eaton Services Limited
|
Bermuda | |
Saturn Insurance Company Ltd.
|
Bermuda | |
Aeroquip do Brasil, Ltda.
|
Brazil | |
Eaton Ltda.
|
Brazil | |
Eaton Power Solutions Ltda.
|
Brazil | |
Moeller Electric Ltda.
|
Brazil | |
Phoenixtec International Corp.
|
British Virgin Islands | |
Senyuan International Investments Limited
|
British Virgin Islands | |
Teamachieve Investments Limited
|
British Virgin Islands |
Page 79
Consolidated
subsidiaries (A)
|
Where
Organized
|
|
Winner Hydraulics Ltd.
|
British Virgin Islands | |
Moeller Electric Bulgaria
|
Bulgaria | |
Aeroquip-Vickers Canada, Inc.
|
Canada | |
Arrow Hose & Tubing, Inc.
|
Canada | |
Eaton ETN Offshore Company
|
Canada | |
Eaton ETN Offshore II Company
|
Canada | |
Eaton Power Quality Company
|
Canada | |
Eaton Yale Company
|
Canada | |
Aeroquip Financial Ltd.
|
Cayman Islands | |
Cutler-Hammer Electrical Company
|
Cayman Islands | |
Cutler-Hammer Industries Ltd.
|
Cayman Islands | |
Eaton Holding III Limited
|
Cayman Islands | |
Georgetown Financial Services Ltd.
|
Cayman Islands | |
Green Holding Company
|
Cayman Islands | |
Senyuan International Holdings Limited
|
Cayman Islands | |
Changzhou Lanling Electrical Co., Ltd.
|
China | |
Changzhou Eaton Senyuan Switch Co. Ltd.
|
China | |
Eaton (China) Investments Co., Ltd.
|
China | |
Eaton Commercial (Shanghai) Co, Ltd
|
China | |
Eaton Electrical Ltd.
|
China | |
Eaton Electrical (Zhongshan) Co.,Ltd
|
China | |
Eaton Filtration (Shanghai) Co. Ltd.
|
China | |
Eaton Fluid Conveyance (Luzhou) Co. Ltd.
|
China | |
Eaton Fluid Power (Shanghai) Co. Ltd.
|
China | |
Eaton Hydraulics Systems (Jining) Co. Ltd.
|
China | |
Eaton Industries (Shanghai) Co. Ltd.
|
China | |
Eaton Industries (Wuxi) Co. Ltd.
|
China | |
Eaton Industrial Clutches and Brakes (Shanghai) Co., Ltd.
|
China | |
Eaton (Ningbo) Fluid Conveyance Co., Ltd.
|
China | |
Eaton Power Quality (Shanghai) Co., Ltd.
|
China | |
Eaton Senstar Automotive Fluid Connectors (Shanghai) Co. Ltd.
|
China | |
Eaton Truck and Bus Components Company (Shanghai) Ltd.
|
China | |
Hangzhou Eaton Power Quality Co., Ltd.
|
China | |
Lian Zheng Electronics (Shenzhen) Co. Ltd.
|
China | |
Moeller Electrical Equipment (Suzhou) Co. Ltd.
|
China | |
Moeller Electric (Shanghai) Co. Ltd.
|
China | |
Phoenixtec Electronics (Shenzhen) Co. Ltd.
|
China | |
Santak Electronics (Shenzhen) Co. Ltd.
|
China | |
Shanghai Eaton Engine Components Company, Ltd.
|
China | |
UPE Electronics (Shenzen) Co. Ltd.
|
China | |
Zhenjiang Daqo Eaton Electrical Systems Company Limited
|
China | |
Eaton Electrical S.A.
|
Costa Rica | |
Eaton Electric S.r.o.
|
Czech Republic | |
Eaton Industries S.r.o.
|
Czech Republic | |
Eaton Elektrotechnika S.r.o.
|
Czech Republic | |
Eaton Electric ApS
|
Denmark | |
Cutler-Hammer, S. A.
|
Dominican Republic | |
Eaton Holec, OY
|
Finland | |
Eaton Power Quality Oy (Finland)
|
Finland | |
Eaton Aviation S.A.S.
|
France | |
Eaton Electric S.A.S.
|
France | |
Eaton Electric Sales S.A.S.
|
France | |
Eaton Power Quality Holding S.A.S.
|
France | |
Eaton Power Quality S.A.S.
|
France | |
Eaton Power Solutions S.A.S.
|
France | |
Eaton S.A.S.
|
France | |
Eaton Technologies S.A.
|
France | |
Eaton Automotive G.m.b.H.
|
Germany | |
Eaton Filtration G.m.b.H.
|
Germany | |
Eaton Filtration Holdings G.m.b.H.
|
Germany | |
Eaton Fluid Connectors G.m.b.H.
|
Germany | |
Eaton Fluid Power G.m.b.H.
|
Germany |
Page 80
Consolidated
subsidiaries (A)
|
Where
Organized
|
|
Eaton Holding G.m.b.H.
|
Germany | |
Eaton Holding II G.m.b.H. and Co. KG
|
Germany | |
Eaton Holding Investments G.m.b.H. & Co. KG
|
Germany | |
Eaton Industries Holding G.m.b.H.
|
Germany | |
Eaton Moeller G.m.b.H. & Co. KG
|
Germany | |
Eaton Power Quality G.m.b.H.
|
Germany | |
Institute for International Product Safety G.m.b.H.
|
Germany | |
Micro Innovation G.m.b.H.
|
Germany | |
Moeller Eaton Holding G.m.b.H.
|
Germany | |
Moeller Electric G.m.b.H.
|
Germany | |
Moeller G.m.b.H.
|
Germany | |
Eaton Filtration Limited
|
Hong Kong | |
Eaton Power Quality Limited
|
Hong Kong | |
Riseson International Limited
|
Hong Kong | |
Scoremax Limited
|
Hong Kong | |
Smartwish International Enterprise Limited
|
Hong Kong | |
Team Billion Investment Limited
|
Hong Kong | |
Vickers Systems Limited
|
Hong Kong | |
Moeller Electric Kft
|
Hungary | |
Eaton Fluid Power Limited
|
India | |
Eaton Industrial Systems Private Limited
|
India | |
Eaton Industries Private Limited
|
India | |
Eaton Power Quality Private Limited
|
India | |
Eaton Technologies Private Limited
|
India | |
PT. Fluid Sciences Batam
|
Indonesia | |
Tractech (Ireland) Limited
|
Ireland | |
Eaton Electric S.r.l.
|
Italy | |
Eaton Fluid Power S.r.l.
|
Italy | |
Eaton S.r.l.
|
Italy | |
Eaton Filtration Ltd.
|
Japan | |
Eaton Fluid Power Ltd.
|
Japan | |
Eaton Japan Co., Ltd.
|
Japan | |
Moeller Electric Ltd.
|
Japan | |
Moeller Electric SIA
|
Latvia | |
Eaton Holding S.a r.l.
|
Luxembourg | |
Eaton Holding II S.a.r.l.
|
Luxembourg | |
Eaton Holding III S.a.r.l.
|
Luxembourg | |
Eaton Holding IV S.a.r.l.
|
Luxembourg | |
Eaton Holding V S.a.r.l.
|
Luxembourg | |
Eaton Holding VI S.a.r.l.
|
Luxembourg | |
Eaton Holding VII S.a.r.l.
|
Luxembourg | |
Eaton Holding VIII S.a.r.l.
|
Luxembourg | |
Eaton Holding IX S.a.r.l.
|
Luxembourg | |
Eaton Holding X S.a.r.l.
|
Luxembourg | |
Eaton Moeller S.a.r.l.
|
Luxembourg | |
Eaton Industries Sdn. Bhd.
|
Malaysia | |
ETN Asia International Limited
|
Mauritius | |
ETN Holding 1 Limited
|
Mauritius | |
ETN Holding 2 Limited
|
Mauritius | |
ETN Holding 3 Limited
|
Mauritius | |
Eaton Controls, S. de R.L. de C.V.
|
Mexico | |
Eaton Industries, S. de R.L. de C.V.
|
Mexico | |
Eaton Technologies, S. de R.L. de C.V.
|
Mexico | |
Eaton Trading Company, S. de R.L. de C.V.
|
Mexico | |
Eaton Truck Components, S. de R.L. de C.V.
|
Mexico | |
Eaton Power Quality S.a.r.l.
|
Morocco | |
Eaton B.V.
|
Netherlands | |
Eaton C.V.
|
Netherlands | |
Eaton Electric B.V.
|
Netherlands | |
Eaton Holding B.V.
|
Netherlands | |
Eaton Holding I B.V.
|
Netherlands | |
Eaton Holding II B.V.
|
Netherlands |
Page 81
Consolidated
subsidiaries (A)
|
Where
Organized
|
|
Eaton Holding III B.V.
|
Netherlands | |
Eaton Holding IV B.V.
|
Netherlands | |
Eaton Holding V B.V.
|
Netherlands | |
Eaton Holding VI B.V.
|
Netherlands | |
Eaton Holding International I B.V.
|
Netherlands | |
Eaton Holding International II B.V.
|
Netherlands | |
Eaton Industries B.V.
|
Netherlands | |
Eaton International B.V.
|
Netherlands | |
Moeller Electric B.V.
|
Netherlands | |
Eaton Finance N.V.
|
Netherlands Antilles | |
Eaton Industries Company
|
New Zealand | |
Eaton Electric AS
|
Norway | |
Eaton Automotive Components Sp. z.o.o.
|
Poland | |
Eaton Automotive Spolka z o.o.
|
Poland | |
Eaton Automotive Systems Sp. z o.o.
|
Poland | |
Eaton Electric Sp. Z.o.o.
|
Poland | |
Eaton Electric Spolka z.o.o.
|
Poland | |
Eaton Truck Components Spolka z o.o.
|
Poland | |
Eaton Madeira SGPS Lda.
|
Portugal | |
Eaton Electro Prodictie SRL
|
Romania | |
Moeller Electric SRL
|
Romania | |
Eaton LLC
|
Russia | |
OOO Moeller Elektrik Produktion
|
Russia | |
Moeller Electric d.o.o. Serbia
|
Serbia | |
Eaton Industries Pte. Ltd.
|
Singapore | |
Moeller Electric Pte. Ltd.
|
Singapore | |
Phoenixtec (Singapore) Co. Pte. Ltd.
|
Singapore | |
Eaton Electric Solutions s.r.o.
|
Slovak Republic | |
Eaton Electric s.r.o.
|
Slovak Republic | |
Eaton Hydraulics (Proprietary) Limited
|
South Africa | |
Eaton Truck Components (Proprietary) Limited
|
South Africa | |
Eaton Automotive Controls Limited
|
South Korea | |
Eaton Limited
|
South Korea | |
Aeroquip Iberica S.L.
|
Spain | |
Eaton Electric S.L.
|
Spain | |
Eaton Power Quality S.L.
|
Spain | |
Eaton S.L.
|
Spain | |
Productos Eaton Livia S.L.
|
Spain | |
Eaton Holec AB
|
Sweden | |
Eaton Power Quality AB
|
Sweden | |
Eaton Industries Manufacturing GmbH
|
Switzerland | |
Eaton Manufacturing LP
|
Switzerland | |
Eaton Manufacturing III GmbH
|
Switzerland | |
Micro Innovation Holding AG
|
Switzerland | |
Moeller Electric GmbH
|
Switzerland | |
Centralion Industrial Inc.
|
Taiwan | |
Eaton Phoenixtec MMPL Co.,Ltd.
|
Taiwan | |
Eaton Industries (Thailand) Ltd.
|
Thailand | |
Rubberon Technology Corporation Limited
|
Thailand | |
Eaton Electric Ticaret Ltd. Sirket
|
Turkey | |
D.P. Eaton Electric
|
Ukraine | |
Aphel Limited
|
United Kingdom | |
Aphel Technologies Limited
|
United Kingdom | |
Carter Ground Fueling, Limited
|
United Kingdom | |
Eaton Aerospace Limited
|
United Kingdom | |
Eaton Electric Limited
|
United Kingdom | |
Eaton Filtration Limited
|
United Kingdom | |
Eaton Holding Limited
|
United Kingdom | |
Eaton Holding II Limited
|
United Kingdom | |
Eaton Industries Limited
|
United Kingdom | |
Eaton Limited
|
United Kingdom | |
Eaton Power Quality Limited
|
United Kingdom |
Page 82
Consolidated
subsidiaries (A)
|
Where
Organized
|
|
Eaton Power Solutions Limited
|
United Kingdom | |
Integ Holdings Limited
|
United Kingdom | |
Integrated Hydraulics Limited
|
United Kingdom | |
Eaton Electric Sales Limited
|
United Kingdom | |
Moeller Holding Limited
|
United Kingdom | |
Ultronics Limited
|
United Kingdom | |
Eaton Electrical, S.A.
|
Venezuela | |
Megatec-Texenco Electrical & Lighting BCC
|
Vietnam |
(A) | Other Eaton subsidiaries, many inactive, are not listed above. If considered in the aggregate, they would not be material. |
Page 83
Registration | ||||
Number |
Description
|
Filing
Date
|
||
|
||||
333-157597 |
Eaton Corporation Shareholder Dividend Reinvestment and Direct Share
Purchase Plan 1,000,000 Shares Prospectus
|
August 20, 2009 | ||
|
||||
333-161002 |
Eaton Corporation 2009 Stock Plan Form S-8 Registration Statement
9,600,000 Shares
|
August 4, 2009 | ||
|
||||
333-158823 |
Eaton Incentive Compensation Deferral Plan Form S-8 Registration Statement 25,000 Shares
|
April 27, 2009 | ||
|
||||
333-158822 |
Eaton Electrical de Puerto Rico Retirement Savings Plan 90,000 shares
|
April 27, 2009 | ||
|
||||
333-158821 |
Eaton Incentive Compensation Deferral Plan II Form S-8 Registration Statement 250,000 Shares
|
April 27, 2009 | ||
|
||||
333-158820 |
Eaton Savings Plan Form S-8 Registration Statement 10,000,000 Shares
|
April 27, 2009 | ||
|
||||
333-158818 |
2005 Non-Employee Director Fee Deferral Plan Form S-8 Registration Statement 30,000 Shares
|
April 27, 2009 | ||
|
||||
333-157597 |
Eaton Corporation Form S-3 Automatic Shelf Registration Statement
|
February 27, 2009 | ||
|
||||
333-152763 |
Eaton Corporation 2008 Stock Plan Form S-8 Registration Statement 2,700,000 Shares
|
August 5, 2008 | ||
|
||||
333-150637 |
Eaton Personal Investment Plan 375,000 shares
|
May 5, 2008 | ||
|
||||
333-150636 |
Eaton Electrical de Puerto Rico Retirement Savings Plan 75,000 shares
|
May 5, 2008 | ||
|
||||
333-147267 |
Eaton Savings Plan Form S-8 Registration Statement 10,000,000 Shares
|
November 9, 2007 | ||
|
||||
333-136292 |
Eaton Corporation Incentive Compensation Deferral Plan Form S-8 Registration Statement 70,000 Shares
|
August 4, 2006 | ||
|
||||
333-136291 |
Eaton Corporation Shareholder Dividend Reinvestment and Direct Share
Purchase Plan 1,000,000 Shares Prospectus
|
August 4, 2006 | ||
|
||||
333-125836 |
Eaton Savings Plan Form S-8 Registration Statement 9,000,000 Shares
|
June 15, 2005 | ||
|
||||
333-124129 |
Eaton
Corporation Incentive Compensation Deferral Plan II Form S-8 Registration Statement 400,000 Shares
|
April 18, 2005 | ||
|
||||
333-124128 |
Eaton Corporation Deferred Incentive Compensation Plan II Form S-8 Registration Statement 750,000 Shares
|
April 18, 2005 |
Page 84
Registration | ||||
Number |
Description
|
Filing
Date
|
||
333-124127 |
2005 Non-Employee Director Fee Deferral Plan Form S-8 Registration Statement 30,000 Shares
|
April 18, 2005 | ||
|
||||
333-116974 |
Eaton Corporation Deferred Incentive Compensation Plan Form S-8 Registration Statement 750,000 Shares
|
June 29, 2004 | ||
|
||||
333-116970 |
Eaton Corporation 2004 Stock Plan Form S-8 Registration Statement 7,000,000 Shares
|
June 29, 2004 | ||
|
||||
333-104367 |
Eaton
Savings Plan Form S-8 Registration 5,000,000 Shares
|
April 8, 2003 | ||
|
||||
333-104366 |
1996
Non-Employee Director Fee Deferral Plan Form S-8 Registration Statement 30,000 Shares
|
April 8, 2003 | ||
|
||||
333-97365 |
Eaton Corporation Incentive Compensation Deferral Plan Form S-8 Registration Statement
|
July 30, 2002 | ||
|
||||
333-97373 |
Cutler-Hammer de Puerto Rico Inc. Retirement Savings Plan Form S-8 Registration Statement
|
July 30, 2002 | ||
|
||||
333-97371 |
Eaton Corporation 2002 Stock Plan Form S-8 Registration Statement
|
July 30, 2002 | ||
|
||||
333-43876 |
Eaton Corporation 401(k) Savings Plan Form S-8 Registration Statement 500,000 Shares
|
August 16, 2000 | ||
|
||||
333-35946 |
Deferred
Incentive Compensation Plan Form S-8 Registration Statement 375,000 Shares
|
May 1, 2000 | ||
|
||||
333-86389 |
Eaton Corporation Executive Strategic Incentive Plan Form S-8 Registration Statement
|
September 2, 1999 | ||
|
||||
333-62375 |
Eaton Corporation 1998 Stock Plan Form S-8 Registration Statement
|
August 27, 1998 | ||
|
||||
333-62373 |
Eaton Holding Limited U.K. Savings Related Share Option Scheme [1998]
Form S-8 Registration Statement
|
August 27, 1998 | ||
|
||||
333-23539 |
Eaton Non-Employee Director Fee Deferral Plan Form S-8 Registration
Statement
|
March 18, 1997 | ||
|
||||
333-22597 |
Eaton
Incentive Compensation Deferral Plan Form S-8 Registration Statement
|
March 13, 1997 | ||
|
||||
333-01365 |
Eaton Corporation Incentive Compensation Deferral Plan Form S-3 Registration Statement
|
March 1, 1996 |
/s/ Ernst & Young LLP
|
||
February 26, 2010
|
Page 85
/s/ Alexander M. Cutler
|
/s/ Richard H. Fearon | |||||
and Chief Executive Officer; President; Principal Executive Officer; Director |
Vice Chairman and Chief Financial and Planning Officer; Principal Financial Officer |
|||||
|
||||||
/s/ Billie K. Rawot
|
||||||
Billie K. Rawot,
|
||||||
Senior Vice President and Controller;
|
||||||
Principal Accounting Officer
|
||||||
|
||||||
/s/ Todd M. Bluedorn
|
/s/ Christopher M. Connor | |||||
|
||||||
Todd M. Bluedorn, Director
|
Christopher M. Connor, Director | |||||
|
||||||
/s/ Michael J. Critelli
|
/s/ Charles E. Golden | |||||
|
||||||
Michael J. Critelli, Director
|
Charles E. Golden, Director | |||||
|
||||||
/s/ Ernie Green
|
/s/ Arthur E. Johnson | |||||
|
||||||
Ernie Green, Director
|
Arthur E. Johnson, Director | |||||
|
||||||
/s/ Ned C. Lautenbach
|
/s/ Deborah L. McCoy | |||||
|
||||||
Ned C. Lautenbach, Director
|
Deborah L. McCoy, Director | |||||
|
||||||
/s/ John R. Miller
|
/s/ Gregory R. Page | |||||
|
||||||
John R. Miller, Director
|
Gregory R. Page, Director | |||||
|
||||||
/s/ Victor A. Pelson
|
||||||
|
||||||
Victor A. Pelson, Director
|
Gary L. Tooker, Director |
Date: February 26, 2010 | /s/ Alexander M. Cutler | |||
Alexander M. Cutler | ||||
Chairman and Chief Executive Officer;
President |
||||
Date: February 26, 2010 | /s/ Richard H. Fearon | |||
Richard H. Fearon | ||||
Vice Chairman and Chief Financial
and Planning Officer |
||||
Date: February 26, 2010 | /s/ Alexander M. Cutler | |||
Alexander M. Cutler | ||||
Chairman and Chief Executive Officer;
President |
||||
Date: February 26, 2010 | /s/ Richard H. Fearon | |||
Richard H. Fearon | ||||
Vice Chairman and Chief Financial
and Planning Officer |
||||