-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PipWWSvnABFR4drO7oFFSDA4ye5fUMDOT75m3gpzL4Zmf5e9vDIaHCouSU+EJrRc UfIeAtM2BaR2QsJVSVV3rA== /in/edgar/work/20000628/0000950152-00-004961/0000950152-00-004961.txt : 20000920 0000950152-00-004961.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950152-00-004961 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON CORP CENTRAL INDEX KEY: 0000031277 STANDARD INDUSTRIAL CLASSIFICATION: [3600 ] IRS NUMBER: 340196300 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-01396 FILM NUMBER: 662175 BUSINESS ADDRESS: STREET 1: EATON CTR STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2584 BUSINESS PHONE: 2165235000 MAIL ADDRESS: STREET 1: 1111 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER COMPANY: FORMER CONFORMED NAME: EATON YALE & TOWNE INC DATE OF NAME CHANGE: 19710822 11-K 1 e11-k.txt EATON CORPORATION 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee required) For the fiscal year ended December 31, 1999 Or [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee required) For the transition period from _____________ to ___________ Commission file number ____________________________________ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: CUTLER-HAMMER DE PUERTO RICO COMPANY RETIREMENT SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Eaton Corporation, 1111 Superior Avenue, Cleveland, Ohio 44114-2584 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. (Name of Plan) CUTLER-HAMMER DE PUERTO RICO COMPANY RETIREMENT SAVINGS PLAN Date: June 27, 2000 By: Eaton Corporation Pension Administration Committee By: /s/ S. J. Cook --------------- (Signature) S. J. Cook Vice President-Human Resources Eaton Corporation 2 AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Cutler-Hammer de Puerto Rico Company Retirement Savings Plan Plan Number 002 December 31, 1999 and 1998 and Year Ended December 31, 1999 3 Report of Independent Auditors Corporate Compensation and Organization Committee of Eaton Corporation Cutler-Hammer de Puerto Rico Company Retirement Savings Plan We have audited the accompanying statements of net assets available for benefits of the Cutler-Hammer de Puerto Rico Company Retirement Savings Plan as of December 31, 1999 and 1998 and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at end of year as of December 31, 1999, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. Cleveland, Ohio /s/ Ernst & Young LLP June 9, 2000 1 4 Cutler-Hammer de Puerto Rico Company Retirement Savings Plan Statements of Net Assets Available for Benefits
DECEMBER 31 1999 1998 ---------------------------------------- ASSETS Investments: Eaton Corporation Common Shares $ 1,058,509 $ 1,038,972 Mutual funds 6,664,437 4,243,942 Common/collective trust funds 6,766,898 5,856,744 Money market funds 2,929 6,662 ---------------------------------------- Total investments 14,492,773 11,146,320 Receivables: Contributions--Employer 81,192 68,832 Contributions--Employees 214,278 181,434 Interest 92 160 ---------------------------------------- Total assets 14,788,335 11,396,746 LIABILITIES Accrued purchase of investments - 5,080 ---------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $ 14,788,335 $ 11,391,666 ========================================
See notes to financial statements. 2 5 Cutler-Hammer de Puerto Rico Company Retirement Savings Plan Statement of Changes in Net Assets Available For Benefits Year Ended December 31, 1999
ADDITIONS Contributions--Employees $ 2,106,112 Contributions--Employer 731,926 Interest 1,670 Dividends 314,857 Net appreciation in fair value of investments 1,170,334 -------------------- Total additions 4,324,899 DEDUCTIONS Distributions to participants 928,230 -------------------- Net increase 3,396,669 Net assets available for benefits at beginning of year 11,391,666 -------------------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 14,788,335 ====================
See notes to financial statements. 3 6 Cutler-Hammer de Puerto Rico Company Retirement Savings Plan Notes to Financial Statements December 31, 1999 and 1998 A. SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements of the Cutler-Hammer de Puerto Rico Company Retirement Savings Plan (the "Plan") are prepared under the accrual method of accounting. Investments are stated at fair value as measured by quoted prices in active markets except for the money market funds, which are stated at fair value as determined by the trustee. The cost of shares sold for mutual funds and common shares is based upon the average cost of each participant's shares sold for purposes of determining realized gains and losses. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. B. DESCRIPTION OF PLAN Effective February 1, 1994, Cutler-Hammer de Puerto Rico Company (the "Company" or the "Plan Sponsor"), a wholly-owned subsidiary of Eaton Corporation, established the Plan. The Plan provides that all employees of the Company are eligible immediately upon employment. Eligible employees may elect to make before-tax contributions to the Plan up to a maximum of 8% of their compensation. The Company has agreed to voluntarily contribute 50% of the employee contributions not exceeding 2% of the total compensation of the employee. Contributions are allocated by the employee to any of the three investment funds offered by the Plan. All administrative and transaction costs, management fees and expenses of the Plan shall be paid by the Company. 4 7 Cutler-Hammer de Puerto Rico Company Retirement Savings Plan Notes to Financial Statements--Continued B. DESCRIPTION OF PLAN--CONTINUED Each participant's account is credited with the participant's contributions and allocations of Company contributions, Plan earnings and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. On termination of service, a participant may receive a lump-sum amount equal to the vested value of his or her account. Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. Participants are 100% vested after three years of credited service or upon the death of the participant. Forfeitures of non-vested amounts shall be used to reduce future Company contributions. The Company may amend, modify, suspend or terminate the Plan. No amendment, modification, suspension or termination of the Plan shall have the effect of providing that any amounts then held under the Plan may be used or diverted to any purpose other than for the exclusive benefit of members or their beneficiaries. Information about the Plan is contained in the Plan Document, which is available from the Human Resources Department upon request. C. INVESTMENTS Key Trust Company of Ohio, N.A., trustee of the plan, holds the Plan's investment assets and executes investment transactions. The fair value of individual investments that represent 5% or more of the Plan's net assets available for benefits are as follows:
DECEMBER 31 1999 1998 -------------------------------------- EB Managed Guaranteed Investment Contract Fund $ 6,766,898 $ 5,856,744 Victory Stock Index Fund 6,664,437 4,243,942 Eaton Corporation Common Shares 1,058,509 1,038,972
5 8 Cutler-Hammer de Puerto Rico Company Retirement Savings Plan Notes to Financial Statements--Continued C. INVESTMENTS--CONTINUED During 1999, the Plan's investments (including investments bought, sold, and held during the year) appreciated in fair value as follows: Eaton Corporation Common Shares $ 18,745 Mutual Funds 755,062 Common/collective Trust Funds 396,527 -------------------- $ 1,170,334 ====================
D. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
DECEMBER 31 1999 1998 --------------------------------------- Net assets available for benefits per the financial statements $ 14,788,335 $ 11,391,666 Amounts allocated to withdrawing participants (266,390) (246,530) --------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS PER FORM 5500 $ 14,521,945 $ 11,145,136 =======================================
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31, 1999 -------------------- Benefits paid to participants per the financial statements $ 928,230 Add: Amounts allocated to withdrawing participants at December 31, 1999 266,390 Deduct: Amounts allocated to withdrawing participants at December 31, 1998 (246,530) -------------------- BENEFITS PAID TO PARTICIPANTS PER FORM 5500 $ 948,090 ====================
6 9 Cutler-Hammer de Puerto Rico Company Retirement Savings Plan Notes to Financial Statements--Continued D. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500--CONTINUED Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to the end of the Plan year but not yet paid. E. INCOME TAX STATUS The Plan has received a determination letter from the Puerto Rico Treasury Department stating that the Plan meets the requirements for qualification under Puerto Rico income tax laws and that the related trust is exempt from income taxes. F. TRANSACTIONS WITH PARTIES-IN-INTEREST Party-in-interest transactions include the investment in the special funds of the trustee and the payment of administrative expenses. Such transactions are exempt from being prohibited transactions. 7 10 Cutler-Hammer de Puerto Rico Company Retirement Savings Plan EIN 34-1756466 Plan Number: 002 Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
Description of Current Identity of issue Investment Value - ------------------------------------------------------------------------------------------------------------------- * KeyBank: EB Managed Guaranteed Investment Contract Fund 486,460 units $ 6,766,898 Victory Stock Index Fund 272,797shares 6,664,437 EB Money Market Fund 2,929 units 2,929 * Eaton Corporation Common Shares 14,575 shares 1,058,509 ---------------------- $ 14,492,773 ======================
* Indicates a party-in-interest to the Plan. 8 EX-23 2 ex23.txt EXHIBIT 23 1 Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-35697) pertaining to the Cutler-Hammer de Puerto Rico Company Retirement Savings Plan of our report dated June 9, 2000, with respect to the financial statements and schedule of the Cutler-Hammer de Puerto Rico Company Retirement Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999. /s/ Ernst & Young LLP Cleveland, Ohio June 26, 2000 -----END PRIVACY-ENHANCED MESSAGE-----