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TEXT-Fitch cuts Eaton's IDR to 'BBB+', removes from watch negative
November 8, 2012 / 6:00 PM / 5 years ago

TEXT-Fitch cuts Eaton's IDR to 'BBB+', removes from watch negative

Nov 8 - Fitch Ratings has removed Eaton Corporation (Eaton) from
Rating Watch Negative and downgraded the Issuer Default Rating (IDR) and
long-term ratings to 'BBB+' from 'A-'. TheR Outlook is Negative. Eaton's short
term IDR and commercial paper rating are affirmed at 'F2'. A full rating list
follows at the end of this release.

The downgrade of Eaton's long-term ratings reflects the anticipated increase in
the company's debt and leverage associated with its pending acquisition of
Cooper Industries plc (Cooper). Upon closing of the acquisition, Fitch expects
to downgrade Cooper by two notches from 'A' to 'BBB+'. Fitch placed Cooper's
ratings on Negative Watch in May 2012 when the transaction was announced.

The acquisition price is approximately $11.8 billion, not including
approximately $1.4 billion of debt at Cooper as of Sept. 30, 2012 that will be
guaranteed by Eaton. The transaction has been approved by shareholders of both
companies and is expected to close during the fourth quarter of 2012, pending
final regulatory approvals. Eaton plans to fund the transaction with equity,
available cash, and approximately $5.1 billion of new debt. Fitch estimates pro
forma debt/EBITDA at closing will be approximately 3.3x compared to Eaton's
standalone leverage of 1.84x at Sept. 30, 2012.

The Negative Outlook reflects the potential for sustained high leverage if Eaton
is unable to realize expected synergies following its acquisition of Cooper, or
if financial results are pressured by a slowdown in Eaton's electrical and other
industrial end markets. Some of Eaton's key end markets are experiencing weaker
demand including heavy duty trucks, construction equipment, certain
international electrical markets, the aerospace aftermarket and the automotive
market in Europe. Eaton has taken steps to reduce its cost structure in the
truck and international electrical businesses which should mitigate the negative
impact of volume pressure on margins. Other rating concerns include normal
integration risks, the negative impact on leverage if Eaton makes additional
debt-funded acquisitions in the near term, which Fitch believes is unlikely, and
the company's sizeable underfunded pension obligation.

Eaton's leverage, adjusted to include the impact of the Cooper acquisition, is
weak for the ratings, but Fitch anticipates the company will use available cash
primarily to reduce debt and return credit metrics to stronger levels within two
to three years. Fitch estimates debt/EBITDA will decline toward 2.75 during 2013
and below 2.5x by the end of 2014. Leverage could be around 2.0x or lower by the
end of 2015. Eaton could reduce leverage more quickly if it realizes expected
cost and revenue synergies with Cooper and sees a recovery in its end markets.
However, the anticipated reduction in leverage could be delayed if economic
conditions weaken further or if margins improve more slowly than anticipated
across the combined company, possibly contributing to a further downgrade of the
ratings.

Eaton's 12-month pro forma free cash flow after dividends, including Cooper, was
nearly $1.1 billion at Sept. 30, 2012. Free cash flow should benefit from
ongoing actions to improve margins at Eaton's existing businesses and the
absence of Eaton's $154 million contribution to a VEBA trust in 2011. After
2012, cash flow and profitability should improve as Eaton integrates Cooper.
Eaton estimates cost synergies at $260 million annually within four years, and
estimates annual cash management and tax benefits of approximately $160 million.
Eaton also expects to realize sales synergies. These benefits will be offset by
estimated acquisition integration costs totaling $200 million through 2015.

FCF will continue to reflect material pension contributions associated with
Eaton's U.S. pension plans which were underfunded by $1.2 billion at year end
2011. Non-U.S. plans were underfunded by $516 million. Cooper's net pension
liability was much smaller at $137 million.

Both Eaton and Cooper have solid operating profiles. The combined company can be
expected to generate consistent profits and free cash flow over the long term,
although exposure to cyclical end markets can temporarily affect short-term
results. Slightly more than half of Eaton's pro forma revenue will be in the
electrical sector, and approximately 25% of sales of the combined company will
be located in emerging markets. Both companies make a wide range of electrical
components used in industrial, utility, commercial and government applications
with minimal product overlap. Cooper's revenue, margins and free cash flow are
benefiting from demand related to global industrial and energy projects, offset
by weakness in Europe and in U.S. utility markets.

Eaton's liquidity at Sept. 30, 2012 included $1 billion of cash and short-term
investments, approximately half of which was located overseas where it is
considered to be permanently reinvested. Liquidity included full availability
under three revolvers totaling $2.0 billion. The revolvers will remain in place
following the acquisition of Cooper. The facilities include a limitation on
debt-to-capitalization of 0.6x that becomes effective if Eaton's ratings, as
defined in the agreements, are lower than 'A-'. Eaton also has a $6.75 billion
bridge facility which is available to provide temporary liquidity during the
Cooper acquisition process.

Liquidity was offset by $415 million of short-term debt and current maturities
at Sept. 30, 2012. Pro forma liquidity will be supported by proceeds to be
received from the divestiture of Apex Tool Group expected to close in the first
half of 2013 for a total price of approximately $1.6 billion. Apex is a tool
business operated as a joint venture and owned equally by Cooper and Danaher
Corporation.

WHAT COULD TRIGGER A RATING ACTION
Positive: An upgrade is unlikely in the near term, but future developments that
may, individually or collectively, lead to a stable rating outlook include:

--Stronger earnings and FCF that would enable Eaton to reduce leverage
consistently during the next 12-18 months;
--An effective integration of Cooper that supports growth in combined market
share and improved competitive position;
--Realization of higher, sustainable margins across the combined company.

Negative: Future developments that may, individually or collectively, lead to a
negative rating action include:
--Slower-than-anticipated reduction in leverage that could result from reduced
free cash flow or material discretionary spending for acquisitions or share
repurchases;
--A further slowdown in Eaton's end markets that could impair financial results;
--Failure to realize expected acquisition synergies, or unexpected challenges
integrating Cooper.

Fitch has downgraded Eaton's long term ratings as follows:

--IDR to 'BBB+' from 'A-';
--Senior unsecured bank credit facilities to 'BBB+' from 'A-';
--Senior unsecured long-term debt to 'BBB+' from 'A-';

Fitch has affirmed Eaton's short term ratings as follows:
--Short-term IDR at 'F2';
--Commercial paper at 'F2'.

Approximately $4.1 billion of debt was outstanding at Sept. 30, 2012.


Additional information is available at 'www.fitchratings.com'. The ratings above
were solicited by, or on behalf of, the issuer, and therefore, Fitch has been
compensated for the provision of the ratings.

Applicable Criteria and Related Research:
--'Corporate Rating Methodology', Aug. 8, 2012;
--'Parent and Subsidiary Rating Linkage', Aug. 8, 2012;
--'Short-Term Ratings Criteria for Non-Financial Corporates', Aug. 9, 2012.

Applicable Criteria and Related Research:
Corporate Rating Methodology
Parent and Subsidiary Rating Linkage
Short-Term Ratings Criteria for Non-Financial Corporates

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