<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------------- -------------------
Commission File Number 1-1175
-----------------------------------------------------
Cooper Industries, Inc.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-415662
- -----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 Fannin, Suite 4000 Houston, Texas 77002
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(713) 739-5400
- -----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- -----------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------ ------
Number of shares outstanding of issuer's common stock as of April 30, 1996 was
108,002,305.
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
COOPER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------
1996 1995
---------- ----------
(in millions, except per
share data)
<S> <C> <C>
REVENUES . . . . . . . . . . . . . . . . . . . . $ 1,314.1 $ 1,123.2
COSTS AND EXPENSES
Cost of sales . . . . . . . . . . . . . . . . . . 875.8 748.3
Depreciation and amortization . . . . . . . . . . 59.1 51.5
Selling and administrative expenses . . . . . . . 235.9 190.9
---------- ----------
1,170.8 990.7
---------- ----------
Operating earnings . . . . . . . . . . . . . 143.3 132.5
Interest expense . . . . . . . . . . . . . . . . 37.6 38.3
---------- ----------
Income before income taxes . . . . . . . . . 105.7 94.2
Income taxes . . . . . . . . . . . . . . . . . . 43.6 38.9
---------- ----------
NET INCOME . . . . . . . . . . . . . . . . . . . $ 62.1 $ 55.3
========== ==========
NET INCOME PER COMMON SHARE:
Primary . . . . . . . . . . . . . . . . . . . $ .58 $ .48
Fully Diluted . . . . . . . . . . . . . . . . $ .56 $ .47
DIVIDENDS PER COMMON SHARE . . . . . . . . . . . $ .33 $ .33
</TABLE>
The accompanying notes are an integral part of these statements.
- 2 -
<PAGE> 3
COOPER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- -----------
ASSETS (in millions)
<S> <C> <C>
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . $ 14.4 $ 17.7
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . 986.0 992.7
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . 981.2 963.5
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137.4 153.4
--------- ---------
Total current assets . . . . . . . . . . . . . . . . . 2,119.0 2,127.3
--------- ---------
Property, plant and equipment, less accumulated depreciation . 1,216.3 1,232.1
Intangibles, less accumulated amortization . . . . . . . . . . 2,234.5 2,226.0
Investments in marketable equity securities . . . . . . . . . . 474.1 406.2
Deferred income taxes and other assets . . . . . . . . . . . . 71.8 72.3
--------- ---------
Total assets . . . . . . . . . . . . . . . . . . . . . $ 6,115.7 $ 6,063.9
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . $ 103.5 $ 34.3
Accounts payable and accrued liabilities . . . . . . . . . . . 1,162.9 1,180.5
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . 42.3 10.4
Current maturities of long-term debt . . . . . . . . . . . . . 80.9 157.2
--------- ---------
Total current liabilities . . . . . . . . . . . . . . 1,389.6 1,382.4
--------- ---------
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . 1,993.6 1,865.3
Postretirement benefits other than pensions . . . . . . . . . . 617.0 620.0
Other long-term liabilities . . . . . . . . . . . . . . . . . . 330.8 479.8
--------- ---------
Total liabilities . . . . . . . . . . . . . . . . . . 4,331.0 4,347.5
--------- ---------
Common stock, $5.00 par value . . . . . . . . . . . . . . . . . 539.7 539.4
Capital in excess of par value . . . . . . . . . . . . . . . . 143.7 141.6
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . 1,127.9 1,100.3
Unearned employee stock ownership plan compensation . . . . . . (112.9) (121.6)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86.3 56.7
--------- ---------
Total shareholders' equity . . . . . . . . . . . . . . 1,784.7 1,716.4
--------- ---------
Total liabilities and shareholders' equity . . . . . . $ 6,115.7 $ 6,063.9
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
- 3 -
<PAGE> 4
COOPER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1996 1995
------- --------
(in millions)
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 62.1 $ 55.3
Adjustments to reconcile to net cash provided
by operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39.3 33.4
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.8 18.1
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . 7.0 (3.9)
Gain on sales of marketable equity securities . . . . . . . . . . . (10.9) -
Changes in assets and liabilities: (1)
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.4 7.3
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . (16.6) (32.5)
Accounts payable and accrued liabilities . . . . . . . . . . . . (6.4) (53.6)
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . 32.0 19.7
Other assets and liabilities, net . . . . . . . . . . . . . . . . (0.3) 42.9
------- --------
Net cash provided by operating activities . . . . . . . . . 137.4 86.7
------- --------
Cash flows from investing activities:
Cash paid for acquired businesses . . . . . . . . . . . . . . . . . . . . (212.6) -
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . (38.1) (48.9)
Proceeds from sales of property, plant and equipment . . . . . . . . . . . 5.7 13.6
Proceeds from sales of marketable equity securities . . . . . . . . . . . 13.3 -
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.1) -
------- --------
Net cash used in investing activities . . . . . . . . . . . (231.8) (35.3)
Cash flows from financing activities: ------- --------
Proceeds from issuances of debt . . . . . . . . . . . . . . . . . . . . . 331.6 41.4
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . (206.7) (28.0)
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (35.1) (51.4)
Debt issue costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.7) -
Activity under employee stock plans and other . . . . . . . . . . . . . . 3.1 7.9
------- --------
Net cash provided by (used in) financing activities . . . . 92.2 (30.1)
------- --------
Cash flows used by discontinued operations . . . . . . . . . . . . . . . . . - (27.7)
Effect of exchange rate changes on cash and cash equivalents . . . . . . . . (1.1) (3.3)
------- --------
Decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . (3.3) (9.7)
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . 17.7 25.3
------- --------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . $ 14.4 $ 15.6
======= ========
</TABLE>
(1) Net of the effects of acquisitions, divestitures, and translation.
The accompanying notes are an integral part of these statements.
- 4 -
<PAGE> 5
COOPER INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Adjustments
The financial information presented as of any date other than December
31 has been prepared from the books and records without audit. Financial
information as of December 31 has been derived from the audited financial
statements of the Company, but does not include all disclosures required by
generally accepted accounting principles. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of the financial information for the periods indicated, have
been included. For further information regarding the Company's accounting
policies, refer to the Consolidated Financial Statements and related notes for
the year ended December 31, 1995 included as Appendix A to the Company's Proxy
Statement dated March 12, 1996.
Note 2. Inventories
<TABLE>
<CAPTION> March 31, December 31,
1996 1995
--------- ------------
(in millions)
<S> <C> <C>
Raw materials . . . . . . . . . . . . . . . . $ 289.9 $ 281.1
Work-in-process . . . . . . . . . . . . . . . 219.4 227.5
Finished goods . . . . . . . . . . . . . . . 537.3 500.9
Perishable tooling and supplies . . . . . . . 55.8 55.0
---------- ---------
1,102.4 1,064.5
Less allowances (primarily LIFO reserves) . . (121.2) (101.0)
---------- ---------
Net inventories $ 981.2 $ 963.5
========== =========
</TABLE>
Note 3. Long-Term Debt
At March 31, 1996, $322.5 million of commercial paper and bank loans
were reclassified to long-term debt, reflecting the Company's intention to
refinance this amount during the 12-month period following the balance sheet
date through either continued short-term borrowing or utilization of available
revolving bank credit facilities.
During the quarter ended March 31, 1996, the Company filed a shelf
registration statement for $300 million of medium-term notes. By the end of
March, $50 million of the shelf had been issued, at the five-year maturity
level at an average interest rate of 5.74%.
In December 1995, the Company issued DECS(SM) (Debt Exchangeable for
Common Stock) which, at maturity, are mandatorily exchangeable into shares of
Wyman-Gordon Company ("Wyman-Gordon") common stock or, at the Company's option,
into cash in lieu of shares. The DECS are a hedge of the Company's investment
in Wyman-Gordon common stock and will result in the Company realizing a minimum
after tax gain of $100.6 million at maturity of the DECS. This unrealized
gain, plus any net appreciation of the investment in Wyman-Gordon common stock
offset by the appreciation attributable to the DECS since the issuance of the
DECS, is included in shareholders' equity as an unrealized gain on investments
in marketable equity securities, net of tax, at March 31,
- 5 -
<PAGE> 6
1996. Long-term debt increased by $17.3 million at March 31, 1996 reflecting
the increase in the market value of the Wyman-Gordon common stock exchangeable
into the DECS in the three months ended March 31, 1996. The offset to the debt
increase, net of tax, decreased the unrealized gain on investments in marketable
securities included in shareholders' equity.
Note 4. Net Income Per Common Share
Primary and fully diluted net income per Common share is computed
based on the following information:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1996 1995
------- --------
(in millions)
<S> <C> <C>
PRIMARY:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 62.1 $ 55.3
======= ========
Average Common shares and Common share equivalents . . . . . . . 107.4 116.2
======= ========
FULLY DILUTED:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 62.1 $ 55.3
Interest expense related to the 7.05% Convertible Subordinated
Debentures, net of tax . . . . . . . . . . . . . . . . . . . . 7.3 7.3
------- --------
Net income applicable to Common stock . . . . . . . . . . . . . . $ 69.4 $ 62.6
======= ========
Average Common shares and Common share equivalents . . . . . . . 107.4 116.2
Additional shares assuming conversion of the 7.05% Convertible
Subordinated Debentures . . . . . . . . . . . . . . . . . . . 16.7 16.7
------- --------
Average Common shares and Common share equivalents . . . . . . . 124.1 132.9
======= ========
</TABLE>
Note 5. Industry Segment Revenues
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1996 1995
------- --------
(in millions)
<S> <C> <C>
Electrical Products . . . . . . . . . . . . . . . . . . . . . . . $ 574.5 $ 480.6
Tools & Hardware . . . . . . . . . . . . . . . . . . . . . . . . 236.3 224.0
Automotive Products . . . . . . . . . . . . . . . . . . . . . . . 488.4 415.6
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.9 3.0
--------- ---------
$ 1,314.1 $ 1,123.2
========= =========
</TABLE>
- 6 -
<PAGE> 7
Note 6. Discontinued Operations
In September 1994, the Company announced its decision to establish its
Petroleum & Industrial Equipment segment as an independent, publicly traded
company, Cooper Cameron Corporation ("Cooper Cameron"), through an exchange
offer with the Company's Common shareholders. The exchange offer was completed
on June 30, 1995, at which time 9.5 million shares of the Company's Common
stock were exchanged for 85.5% of Cooper Cameron common stock. The Petroleum &
Industrial Equipment segment split-off was accounted for as a discontinued
operation.
Interest expense of $6.0 million on debt of $375 million during the
three months ended March 31, 1995 was allocated to the discontinued operation.
The interest rates utilized were the actual rates for borrowings specifically
identifiable with the respective businesses, with the Company's average cost of
commercial paper borrowing applied to the residual. Debt allocated to the
discontinued operation of $375 million was considered to be fixed and related
historically to the discontinued operation. Actual cash provided by or
utilized in the discontinued operation, including the payment by the Company of
all U.S. Federal, foreign and state and local income taxes related to the
discontinued operation, was provided by or used in the Company's continuing
operations such that the indebtedness of the discontinued operation remained
constant from year to year.
Note 7. Summary of Noncash Investing and Financing Activities
The following noncash transactions have been excluded from the
consolidated statements of cash flows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1996 1995
--------- --------
(in millions)
<S> <C> <C>
Assets acquired and liabilities assumed or incurred from the
acquisition of businesses:
Fair value of assets acquired . . . . . . . . . . . . . . . . . . . . . . $ 51.6 $ -
Cash used to acquire businesses (1) . . . . . . . . . . . . . . . . . . . (49.0) -
--------- --------
Liabilities assumed or incurred . . . . . . . . . . . . . . . . . . . $ 2.6 $ -
========= ========
Exchange of $1.60 Convertible Exchangeable Preferred Stock
into 7.05% Convertible Subordinated Debentures . . . . . . . . . . . . . . $ - $ 691.2
</TABLE>
(1) An additional $163.6 million was paid during the first quarter
of 1996 for the December 31, 1995 acquisition of CEAG.
- 7 -
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations:
First Quarter Ended March 31, 1996 Compared With First Quarter Ended March 31,
1995
Net income for the first quarter of 1996 increased 12% to $62.1
million on revenues of $1.31 billion compared with 1995 net income of $55.3
million on revenues of $1.12 billion. Income per fully diluted share increased
19% to $.56 per share compared to $.47 per share in 1995. Income per common
share benefited from the Cooper Cameron Exchange Offer completed on June 30,
1995, which reduced shares outstanding by 9.5 million shares. During the
quarter the Company also continued to sell marketable securities, resulting in
a gain of $10.9 million, which was more than offset by certain nonrecurring
expenses, including two announced plant consolidations, an adjustment to the
carrying value of certain Venezuelan assets, corporate severance and
environmental expenses.
Revenues:
Revenues for the first quarter of 1996 increased 17% compared to the
first quarter of 1995. The continued modest growth of the domestic economy,
recent acquisitions and strong gains in hazardous-duty electrical construction
materials, transformer, distribution switchgear, wiper blades and ignition
products contributed to the revenue gains. After excluding the effects of
acquisitions, revenues were up 12% over the first quarter of 1995.
Revenues of the Electrical Products segment were up 20% from the first
quarter of 1995. Adjusted for recent acquisitions, revenues increased 10%.
Continued strength in industrial production and commercial and industrial
construction and renovation activity benefited sales of electrical construction
materials, lighting fixtures and power distribution products. In addition,
strong international demand for a number of the segment's transformer and power
management products contributed to the revenue increase. New product
introductions also added to revenues for the quarter.
Tools & Hardware segment revenues increased 6% over the first quarter
of 1995. The increase was led by strong international demand for power tool
products, particularly by customers in the automotive industry, and modest
increases in demand for domestic hand tools and drapery hardware. European
demand continued to hold up well. New product introductions have also
strengthened the segment's market position. Quarter-to-quarter comparisons for
this segment are not influenced by divestitures or acquisitions.
Revenues in the Automotive Products segment increased 18% from the
prior year period. Adjusted for the effects of recent acquisitions, revenues
in the Automotive Products segment were up 15% from last year. Harsh winter
weather and lean distributor inventories boosted domestic aftermarket demand,
especially for wiper blades and ignition products. New customer contracts and
penetration of overseas markets also added to the year-over-year gain.
Operating Earnings:
Operating earnings increased 8% to $143.3 million for the first
quarter of 1996, compared to $132.5 million for the same period of 1995. After
adjusting for the effects of acquisitions and nonrecurring expenses, all
segments contributed to the increase in operating earnings. The
- 8 -
<PAGE> 9
anticipated lower margins associated with the CEAG acquisition completed in
December 31, 1995, strong revenue increases in lower margin transformer
distribution equipment and Automotive Products, and the revenue increases
on operating earnings. Selling and administrative expenses increased as a
percentage of revenues to 18% in the first quarter of 1996 compared to 17% in
the first quarter of 1995 as a result of nonrecurring expenses.
Operating earnings of the Electrical Products segment reflected a
moderate increase compared to the first quarter of 1995. Allowing for the
effects of the CEAG acquisition and a small product line acquisition, operating
earnings were relatively flat when compared to last year. This resulted from
the growth in revenues, excluding acquisitions, of lower margin transformer
distribution equipment and slower sales growth of higher margin overcurrent
protection products.
The Tools & Hardware segment operating earnings were up moderately
compared to the same period last year. Earnings benefited from the strong
international demand for power tool products and modest improvement in hand
tools and drapery hardware revenues. There are no acquisitions or divestitures
affecting the quarter-to-quarter comparison of operating earnings for this
segment.
Operating earnings of the Automotive Products segment showed a
substantial increase over 1995 even after adjusting for acquisitions. The
increase in segment revenues over last year was the primary factor leading to
the improved year-to-year performance.
Interest and Taxes:
Interest expense of $37.6 million in the first quarter of 1996
decreased slightly from the same period of the prior year reflecting a slight
reduction in both interest rates and average debt levels.
The effective tax rate (income tax expense as a percentage of income
before taxes) for the first quarter was 41.2%, changing only slightly from
41.3% for the first quarter of 1995.
Liquidity and Capital Resources:
The Company's "operating working capital" (defined as receivables and
inventories less accounts payable and accrued liabilities, excluding the
effects of acquisitions, divestitures, and foreign currency translation)
increased $11.6 million during the first quarter of 1996 compared to an
increase of $78.8 million in the first quarter of 1995. The increase resulted
primarily from inventory additions in response to increased revenues, offset by
continued emphasis on working capital management.
During the quarter ended March 31, 1996, the Company filed a shelf
registration statement for $300 million of medium-term notes. By the end of
March, $50 million of the shelf had been issued, at the five-year maturity
level at an average interest rate of 5.74%.
Cash flows from operating activities during the first quarter of 1996
totalled $137 million. The cash flows from operating activities were used to
fund capital expenditures of $38 million and dividends of $35 million. The
remaining cash flows from operating activities, proceeds from the sale of
securities and an increase in debt provided funding for two acquisitions
totalling $213 million during the quarter.
- 9 -
<PAGE> 10
In connection eith acquisitions accounted for as purchases, the Company
records, to the extent appropriate, accruals for the costs of closing
duplicate facilities, severing redundant personnel and integrating the acquired
businesses into existing Company operations. Cash flows from operating
activities are reduced by the amounts expended against the various accruals
established in connection with each acquisition. Spending with respect to these
accruals was $4.1 million and $9.8 million, respectively, in the three months
ended March 31, 1996 and 1995. There were no significant additions to these
accruals during the first quarter of 1996.
At March 31, 1996, the Company's debt-to-total-capitalization ratio
was 55.0% compared to 54.5% at December 31, 1995. Excluding the DECS, which at
maturity are mandatorily exchangeable into shares of Wyman-Gordon common stock
or, at the Company's option, into cash in lieu of shares, the Company's
debt-to-total capitalization ratio was 52.1% at March 31, 1996 compared to
51.7% at December 31, 1995. The Company generated sufficient cash to keep its
debt-to-total-capitalization ratio close to the year-end level even after
funding acquisitions totaling $213 million. The Company has targeted a 35-45%
debt-to-total-capitalization ratio and will continue utilizing excess cash
generated to reduce debt and consummate strategic acquisitions.
Backlog:
Sales backlog represents the dollar amount of all firm open orders for
which all terms and conditions pertaining to the sale have been approved such
that a future sale is reasonably expected. Sales backlog by segment was as
follows:
<TABLE>
<CAPTION>
March 31,
------------------------
1996 1995
--------- ---------
(in millions)
<S> <C> <C>
Electrical Products . . . . . . . . . $ 251.7 $ 240.0
Tools & Hardware . . . . . . . . . . 91.7 77.3
Automotive Products . . . . . . . . . 112.6 94.2
--------- ---------
$ 456.0 $ 411.5
</TABLE> ========= =========
- 10 -
<PAGE> 11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
12. Computation of Ratios of Earnings to Fixed Charges
for the Calendar Years 1995 through 1991 and the
Three Months Ended March 31, 1996 and 1995.
27. Financial Data Schedule.
(b) Reports on Form 8-K
The Company filed a report on Form 8-K on January 26, 1996,
which included the form of Distribution Agreement and form of
Note with respect to the Company's third series medium-term
note program under Registration Statement 333-00117, as well
as a copy of a press release containing the Company's
financial results for the quarter and year ended December 31,
1995.
- 11 -
<PAGE> 12
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Cooper Industries, Inc.
-----------------------------------
(Registrant)
Date May 10, 1996 /s/ D. Bradley McWilliams
- ------------------------- -----------------------------------
D. Bradley McWilliams
Senior Vice President, Finance
Date May 10, 1996 /s/ Terry A. Klebe
- ------------------------- -----------------------------------
Terry A. Klebe
Vice President and Controller
and Chief Accounting Officer
- 12 -
<PAGE> 13
Exhibit Index
Exhibit No.
12. Computation of Ratios of Earnings to Fixed Charges for the
Calendar Years 1995 through 1991 and the Three Months Ended
March 31, 1996 and 1995.
27. Financial Data Schedule.
- 13 -
<PAGE> 1
EXHIBIT 12
COOPER INDUSTRIES, INC.
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(Dollar Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, Year Ended December 31
-------------------- ---------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Interest Expense $37,600 $38,300 $151,000 $73,300 $80,900 $92,500 $125,400
Estimated Interest Portion
of Rent Expense 4,431 3,995 16,865 19,289 20,701 16,178 18,130
------- ------- -------- ------- -------- -------- --------
Fixed Charges $42,031 $42,295 $167,865 $92,589 $101,601 $108,678 $143,530
======= ======= ======== ======= ======== ======== ========
Income From Continuing
Operations Before Income Taxes $105,700 $94,200 $478,000 $504,700 $506,000 $392,100 $406,700
Add: Fixed Charges 42,031 42,295 167,865 92,589 101,601 108,678 143,530
Dividends From Less Than
50% Owned Companies - 113 968 835 2,395 2,278 1,711
Less: Equity in Net Income
of Less Than 50% Owned
Companies (640) - (1,000) (1,900) (1,200) (1,900) (900)
-------- -------- -------- -------- -------- -------- --------
Earnings Before Fixed Charges $147,091 $136,608 $645,833 $596,224 $608,796 $501,156 $551,041
======== ======== ======== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges 3.5x 3.2x 3.8x 6.4x 6.0x 4.6x 3.8x
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTERS INDICATED AS
REPORTED ON THE COMPANY'S FORM 10-Q'S FOR SUCH PERIODS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1994
<PERIOD-START> JAN-01-1996 JAN-01-1994
<PERIOD-END> MAR-31-1996 SEP-30-1994
<CASH> 14,400 13,600<F1>
<SECURITIES> 0 0
<RECEIVABLES> 986,000 872,700
<ALLOWANCES> 0 0
<INVENTORY> 981,200 1,017,900
<CURRENT-ASSETS> 2,119,000 2,018,400
<PP&E> 2,285,900 2,101,600
<DEPRECIATION> 1,069,600 943,600
<TOTAL-ASSETS> 6,115,700 6,064,400
<CURRENT-LIABILITIES> 1,389,600 1,119,900
<BONDS> 1,993,600 1,254,600
<COMMON> 539,700 579,600
0 0
0 33,300
<OTHER-SE> 1,245,000 2,081,200
<TOTAL-LIABILITY-AND-EQUITY> 6,115,700 6,064,400
<SALES> 1,314,100 3,348,100
<TOTAL-REVENUES> 1,314,100 3,348,100
<CGS> 875,800 2,211,600
<TOTAL-COSTS> 875,800 2,211,600
<OTHER-EXPENSES> 39,300 94,900
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 37,600 51,900
<INCOME-PRETAX> 105,700 356,500
<INCOME-TAX> 43,600 149,200
<INCOME-CONTINUING> 62,100 207,300
<DISCONTINUED> 0 (312,700)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 62,100 (105,400)
<EPS-PRIMARY> .58 (1.27)
<EPS-DILUTED> .56 (1.27)
<FN>
<F1> Financial Data Schedule for period amended to correct line item
"Other Expenses".
</TABLE>
