ITEM 1. BUSINESS; ITEM 2.
ITEM 3. LEGAL PROCEEDINGS
Cooper is subject to various suits, legal proceedings and claims that arise in the normal course of business. While it is not feasible to predict the outcome of these matters with certainty, management is of the opinion that their ultimate disposition should not have a material adverse effect on Cooper's financial statements.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no matters were submitted to a vote of the shareholders.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Cooper's Common Stock (symbol -- CBE) is listed on the New York Stock Exchange and the Pacific Exchange. Options for Cooper's Common Stock are listed on the American Stock Exchange.
As of March 1, 2001 there were 27,945 record holders of Cooper's Common Stock.
The high and low quarterly sales price for the past two years of Cooper's Common Stock, as reported by Dow Jones & Company, Inc., are as follows:
Annual cash dividends declared on Cooper's Common Stock during 2000 were $1.40 a share ($.35 a quarter). Annual cash dividends declared on Cooper's Common Stock during 1999 were $1.32 a share ($.33 a quarter). On February 14, 2001, the Board of Directors declared a quarterly dividend of $.35 a share (or $1.40 on an annualized basis), which will be paid April 2, 2001 to shareholders of record on March 1, 2001.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected historical financial data for Cooper for each of the five years in the period ended December 31, 2000. The selected historical financial information shown below has been derived from Cooper's audited consolidated financial statements. This information should be read in conjunction with Cooper's consolidated financial statements and notes thereto incorporated herein by reference to pages D-12 through D-36 of Appendix D to the Cooper Proxy Statement for the 2001 Annual Meeting of Shareholders.
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(1) Includes the results of the Kirsch window treatment operation for the five-month period ended May 30, 1997 and the year ended December 31, 1996. Kirsch was sold to Newell Co. on May 30, 1997.
In October 1998, Cooper sold its Automotive Products segment for $1.9 billion in proceeds. The financial information in the above table excludes the results of the Automotive Products segment from income from continuing operations. The discontinued segment's results are presented separately in the caption, "Income from discontinued operations (Automotive Products), net of taxes."
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Incorporated by reference to pages D-1 through D-11 of Appendix D to the Cooper Proxy Statement for the 2001 Annual Meeting of Shareholders.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated by reference to "Interest Rate and Foreign Currency Risk" and "Euro Conversion" on pages D-9 through D-11 of Appendix D to the Cooper Proxy Statement for the 2001 Annual Meeting of Shareholders.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference to pages D-12 through D-36 of Appendix D to the Cooper Proxy Statement for the 2001 Annual Meeting of Shareholders.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference to pages 5 through 9 of the Cooper Proxy Statement for the 2001 Annual Meeting of Shareholders.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to pages 12 through 22 of the Cooper Proxy Statement for the 2001 Annual Meeting of Shareholders.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to pages 4-5 and 10 of the Cooper Proxy Statement for the 2001 Annual Meeting of Shareholders.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements and Other Financial Data (incorporated by reference to the pages shown below in Appendix D to the Cooper Proxy Statement for the 2001 Annual Meeting of Shareholders and included in this Form 10-K Annual Report as Exhibit 13.0).
Financial information with respect to subsidiaries not consolidated and 50 percent or less owned entities accounted for by the equity method has not been included because in the aggregate such subsidiaries and investments do not constitute a significant subsidiary.
2. Financial Statement Schedules
Financial statement schedules are not included in this Form 10-K Annual Report because they are not applicable or the required information is shown in the financial statements or notes thereto.
3. Exhibits
Cooper will furnish to the Commission supplementally upon request a copy of any instrument with respect to long-term debt of Cooper.
Copies of the above Exhibits are available to shareholders of record at a charge of $.25 per page, minimum order of $10.00. Direct requests to:
Cooper Industries, Inc. Attn: Corporate Secretary P.O. Box 4446 Houston, Texas 77210
(b) Reports on Form 8-K.
Cooper filed a report on Form 8-K dated October 24, 2000, which included Cooper's revised business outlook for 2000, a copy of a press release containing Cooper's financial results for the third quarter of 2000 and a copy of a press release announcing Cooper's issuance of EUR300 million of five year bonds.
Cooper filed a report on Form 8-K dated November 6, 2000, which included a copy of a press release announcing Cooper's acquisition of Willsher & Quick Limited and furnished additional financial information regarding Willsher & Quick Limited and the acquisition transaction.
Cooper filed a report on Form 8-K dated November 21, 2000, which included a copy of a press release announcing Cooper's acquisition of Shaper Lighting and furnished additional financial information regarding Shaper Lighting and the acquisition transaction.
Cooper filed a report on Form 8-K dated November 22, 2000, which furnished "Sales Trends" information posted on Cooper's website.
Cooper filed a report on Form 8-K dated December 1, 2000, which furnished the visual portion of a presentation given by H. John Riley at the Lehman Brothers' Industrial Select Conference on December 1, 2000.
Cooper filed a report on Form 8-K dated December 21, 2000, which furnished "Sales Trends" information posted on Cooper's website.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COOPER INDUSTRIES, INC.
By: /s/ H. JOHN RILEY, JR. ---------------------------------- (H. John Riley, Jr., Chairman, President and Chief Executive Officer)
Date: March 30, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
COOPER INDUSTRIES, INC.
2000 ANNUAL REPORT ON FORM 10-K CROSS REFERENCE SHEET
EXHIBIT INDEX