UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended March 31, 2025
OR
For the transition period from _____ to ______
Commission file number 000-54863
(Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
| (Registrant's telephone number, including area code) | |||||||||||||||||||||||||||||||||||
| Not applicable | |||||||||||||||||||||||||||||||||||
| (Former name, former address and former fiscal year if changed since last report) | |||||||||||||||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||||||||||||||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||||||||||||||||||||||||||||||||
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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||||||||
| Smaller reporting company | Emerging growth company | ||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 391.3 million Ordinary Shares outstanding as of March 31, 2025.
| TABLE OF CONTENTS | |||||
PART I — FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF INCOME
| Three months ended March 31 | |||||||||||
| (In millions except for per share data) | 2025 | 2024 | |||||||||
| Net sales | $ | $ | |||||||||
| Cost of products sold | |||||||||||
| Selling and administrative expense | |||||||||||
| Research and development expense | |||||||||||
| Interest expense - net | |||||||||||
| Other income - net | ( | ( | |||||||||
| Income before income taxes | |||||||||||
| Income tax expense | |||||||||||
| Net income | |||||||||||
| Less net income for noncontrolling interests | ( | ( | |||||||||
| Net income attributable to Eaton ordinary shareholders | $ | $ | |||||||||
| Net income per share attributable to Eaton ordinary shareholders | |||||||||||
| Diluted | $ | $ | |||||||||
| Basic | |||||||||||
| Weighted-average number of ordinary shares outstanding | |||||||||||
| Diluted | |||||||||||
| Basic | |||||||||||
| Cash dividends declared per ordinary share | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three months ended March 31 | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Net income | $ | $ | |||||||||
| Less net income for noncontrolling interests | ( | ( | |||||||||
| Net income attributable to Eaton ordinary shareholders | |||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||
| Currency translation and related hedging instruments | ( | ||||||||||
| Pensions and other postretirement benefits | ( | ||||||||||
| Cash flow hedges | ( | ||||||||||
| Other comprehensive income (loss) attributable to Eaton ordinary shareholders | ( | ||||||||||
| Total comprehensive income attributable to Eaton ordinary shareholders | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
EATON CORPORATION plc
CONSOLIDATED BALANCE SHEETS
| (In millions) | March 31, 2025 | December 31, 2024 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable - net | |||||||||||
| Inventory | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment | |||||||||||
| Land and buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Gross property, plant and equipment | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Net property, plant and equipment | |||||||||||
| Other noncurrent assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets | |||||||||||
| Operating lease assets | |||||||||||
| Deferred income taxes | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and shareholders’ equity | |||||||||||
| Current liabilities | |||||||||||
| Short-term debt | $ | $ | |||||||||
| Current portion of long-term debt | |||||||||||
| Accounts payable | |||||||||||
| Accrued compensation | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Noncurrent liabilities | |||||||||||
| Long-term debt | |||||||||||
| Pension liabilities | |||||||||||
| Other postretirement benefits liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total noncurrent liabilities | |||||||||||
| Shareholders’ equity | |||||||||||
Ordinary shares ( | |||||||||||
| Capital in excess of par value | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Shares held in trust | ( | ( | |||||||||
| Total Eaton shareholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
EATON CORPORATION plc
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three months ended March 31 | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile to net cash provided by operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred income taxes | |||||||||||
| Pension and other postretirement benefits expense | |||||||||||
| Contributions to pension plans | ( | ( | |||||||||
| Contributions to other postretirement benefits plans | ( | ( | |||||||||
| Changes in working capital | ( | ( | |||||||||
| Other - net | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Capital expenditures for property, plant and equipment | ( | ( | |||||||||
| Proceeds from sales of property, plant and equipment | |||||||||||
| Investments in associate companies | ( | ||||||||||
| Sales of short-term investments - net | |||||||||||
Proceeds from settlement of currency exchange contracts not designated as hedges - net | |||||||||||
| Other - net | ( | ( | |||||||||
| Net cash provided by investing activities | |||||||||||
| Financing activities | |||||||||||
| Payments on borrowings | ( | ( | |||||||||
| Short-term debt, net | ( | ||||||||||
| Cash dividends paid | ( | ( | |||||||||
| Exercise of employee stock options | |||||||||||
| Repurchase of shares | ( | ( | |||||||||
| Employee taxes paid from shares withheld | ( | ( | |||||||||
| Other - net | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of currency on cash | ( | ||||||||||
| Total increase (decrease) in cash | ( | ||||||||||
| Cash at the beginning of the period | |||||||||||
| Cash at the end of the period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
EATON CORPORATION plc
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Amounts are in millions unless indicated otherwise (per share data assume dilution). Columns and rows may not add and the sum of components may not equal total amounts reported due to rounding.
Note 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Eaton Corporation plc (Eaton or the Company) have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles (US GAAP) for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods.
This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in Eaton’s 2024 Form 10-K. The interim period results are not necessarily indicative of the results to be expected for the full year. Management has evaluated subsequent events through the date this Form 10-Q was filed with the Securities and Exchange Commission.
Adoption of New Accounting Standard
Eaton adopted Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the fourth quarter of 2024 on a retrospective basis. This accounting standard requires additional segment disclosures on an annual and interim basis, including significant segment expenses that are regularly provided to the chief operating decision maker. The standard does not change how operating segments and reportable segments are determined. The adoption of the standard did not have a material impact on the condensed consolidated financial statements.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). This accounting standard requires disaggregated income tax disclosures on an annual basis, including information on the Company’s effective income tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and may be applied prospectively or retrospectively. The Company is evaluating the impact of ASU 2023-09 and expects the standard will only impact its income taxes disclosures with no material impact to the consolidated financial statements.
In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). This accounting standard requires disaggregated income statement expense disclosures on an annual and interim basis, including inventory purchases, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains these expenses. The standard also requires disclosure of total selling expenses on an annual and interim basis, and the definition of those expenses disclosed annually. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and may be applied prospectively or retrospectively. The Company is evaluating the impact of ASU 2024-03 and expects the standard will only impact its disclosures with no material impact to the consolidated financial statements.
6
Note 2. ACQUISITIONS OF BUSINESSES
Acquisition of Exertherm
On May 20, 2024, Eaton acquired Exertherm, a U.K.-based provider of thermal monitoring solutions for electrical equipment. Exertherm is reported within the Electrical Americas business segment.
Acquisition of a 49 % stake in NordicEPOD AS
On May 31, 2024, Eaton acquired a 49 percent stake in NordicEPOD AS, which designs and assembles standardized power modules for data centers in the Nordic region. Eaton accounts for this investment on the equity method of accounting and it is reported within the Electrical Global business segment.
Acquisition of Fibrebond Corporation
On April 1, 2025, Eaton acquired Fibrebond Corporation (Fibrebond) for $1.45 billion, net of cash acquired. Fibrebond is a U.S. based designer and builder of pre-integrated modular power enclosures for data center, industrial, utility and communications customers. Fibrebond had sales of approximately $378 million for the twelve months ended February 28, 2025 and will be reported within the Electrical Americas business segment.
The acquisition of Fibrebond will be accounted for using the acquisition method of accounting. Due to the timing of the closing date, the Company is unable to provide the preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date.
As part of the acquisition, Eaton assumed $240 million of employee transaction and retention awards. Awards will vest in six equal annual installments starting in the second quarter of 2025, subject to continued employment with Eaton. Forfeited employee awards will be paid to former Fibrebond shareholders annually. Eaton will recognize compensation expense for the awards over the requisite service period and any employee forfeitures owed to former Fibrebond shareholders will be expensed immediately in Other income - net.
7
Note 3. REVENUE RECOGNITION
The following table provides disaggregated sales by lines of businesses, geographic destination, market channel or end market, as applicable, for the Company's operating segments:
| Three months ended March 31 | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Electrical Americas | |||||||||||
| Products | $ | $ | |||||||||
| Systems | |||||||||||
| Total | $ | $ | |||||||||
| Electrical Global | |||||||||||
| Products | $ | $ | |||||||||
| Systems | |||||||||||
| Total | $ | $ | |||||||||
| Aerospace | |||||||||||
| Original Equipment Manufacturers | $ | $ | |||||||||
| Aftermarket | |||||||||||
| Industrial and Other | |||||||||||
| Total | $ | $ | |||||||||
| Vehicle | |||||||||||
| Commercial | $ | $ | |||||||||
| Passenger and Light Duty | |||||||||||
| Total | $ | $ | |||||||||
| eMobility | $ | $ | |||||||||
| Total net sales | $ | $ | |||||||||
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (revenue recognized exceeds amount billed to the customer), and deferred revenue (advance payments and billings in excess of revenue recognized). Accounts receivable from customers were $4,592 million and $4,079 million at March 31, 2025 and December 31, 2024, respectively. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Unbilled receivables were $392 million and $330 million at March 31, 2025 and December 31, 2024, respectively, and are recorded in Prepaid expenses and other current assets. The increase in unbilled receivables reflects higher revenue recognized and not yet billed from increased business activity in 2025.
8
Changes in the deferred revenue liabilities are as follows:
| (In millions) | Deferred Revenue | ||||
Balance at January 1, 2025 | $ | ||||
| Customer deposits and billings | |||||
| Revenue recognized in the period | ( | ||||
| Translation | |||||
Balance at March 31, 2025 | $ | ||||
| (In millions) | Deferred Revenue | ||||
Balance at January 1, 2024 | $ | ||||
| Customer deposits and billings | |||||
| Revenue recognized in the period | ( | ||||
| Translation | ( | ||||
Balance at March 31, 2024 | $ | ||||
Deferred revenue liabilities of $647 million and $602 million as of March 31, 2025 and December 31, 2024, respectively, were included in Other current liabilities on the Consolidated Balance Sheets with the remaining balance presented in Other noncurrent liabilities.
A significant portion of open orders placed with Eaton are by original equipment manufacturers or distributors. These open orders are not considered firm as they have been historically subject to releases by customers. In measuring backlog of unsatisfied or partially satisfied obligations, only the amount of orders to which customers are firmly committed are included. Using this criterion, total backlog at March 31, 2025 was approximately $16.0 billion. At March 31, 2025, approximately 74 % of this backlog is targeted for delivery to customers in the next twelve months and the rest thereafter.
Note 4. CREDIT LOSSES FOR RECEIVABLES
Receivables are exposed to credit risk based on the customers’ ability to pay which is influenced by, among other factors, their financial liquidity position. Eaton’s receivables are generally short-term in nature with a majority outstanding less than 90 days.
Eaton performs ongoing credit evaluation of its customers and maintains sufficient allowances for potential credit losses. The Company evaluates the collectability of its receivables based on the length of time the receivable is past due, and any anticipated future write-off based on historic experience adjusted for market conditions. The Company's segments, supported by our global credit department, perform the credit evaluation and monitoring process to estimate and manage credit risk. The process includes an evaluation of credit losses for both the overall segment receivable and specific customer balances. The process also includes review of customer financial information and credit ratings, approval and monitoring of customer credit limits, and an assessment of market conditions. The Company may also require prepayment from customers to mitigate credit risk. Receivable balances are written off against an allowance for credit losses after a final determination of collectability has been made.
Accounts receivable are net of an allowance for credit losses of $52 million and $55 million at March 31, 2025 and December 31, 2024, respectively. The change in the allowance for credit losses includes expense and net write-offs, none of which are significant.
Note 5. INVENTORY
Inventory is carried at lower of cost or net realizable value. The components of inventory are as follows:
| (In millions) | March 31, 2025 | December 31, 2024 | |||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventory | $ | $ | |||||||||
9
Note 6. GOODWILL
Changes in the carrying amount of goodwill by segment are as follows:
| (In millions) | January 1, 2025 | Translation | March 31, 2025 | ||||||||||||||
| Electrical Americas | $ | $ | $ | ||||||||||||||
| Electrical Global | |||||||||||||||||
| Aerospace | |||||||||||||||||
| Vehicle | |||||||||||||||||
| eMobility | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Note 7. SUPPLY CHAIN FINANCE PROGRAM
The Company negotiates payment terms directly with its suppliers for the purchase of goods and services. In addition, a third-party financial institution offers a voluntary supply chain finance (SCF) program that enables certain of the Company’s suppliers, at the supplier’s sole discretion, to sell receivables due from the Company to the financial institution on terms directly negotiated with the financial institution. If a supplier elects to participate in the SCF program, the supplier decides which invoices are sold to the financial institution and the Company has no economic interest in a supplier’s decision to sell an invoice. Payments by the Company to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. The amounts due to the financial institution for suppliers that participate in the SCF program are included in on the Consolidated Balance Sheets, and the associated payments are included in operating activities on the Condensed Consolidated Statements of Cash Flows.
The changes in SCF obligations are as follows:
| (In millions) | SCF Obligations | ||||
Balance at January 1, 2025 | $ | ||||
| Invoices confirmed during the period | |||||
| Invoices paid during the period | ( | ||||
| Translation | |||||
Balance at March 31, 2025 | $ | ||||
| (In millions) | SCF Obligations | ||||
Balance at January 1, 2024 | $ | ||||
| Invoices confirmed during the period | |||||
| Invoices paid during the period | ( | ||||
Balance at March 31, 2024 | $ | ||||
10
Note 8. RETIREMENT BENEFITS PLANS
The components of retirement benefits expense (income) are as follows:
| United States pension benefit expense | Non-United States pension benefit expense | Other postretirement benefits expense (income) | |||||||||||||||||||||||||||||||||
| Three months ended March 31 | |||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Amortization | ( | ( | |||||||||||||||||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Settlements | |||||||||||||||||||||||||||||||||||
| Total expense (income) | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||
The components of retirement benefits expense (income) other than service costs are included in Other income - net.
During 2020, the Company announced it was freezing its United States pension plans for its non-union employees. The freeze was effective January 1, 2021 for non-union U.S. employees whose retirement benefit was determined under a cash balance formula and is effective January 1, 2026 for non-union U.S. employees whose retirement benefit is determined under a final average pay formula.
Note 9. LEGAL CONTINGENCIES
Eaton is subject to a broad range of claims, administrative and legal proceedings, including claims for punitive damages, penalties, and interest, in a variety of matters, including contract, indemnity, tax, patent infringement, intellectual property, personal injury, commercial, warranty, product liability, environmental, antitrust and trade regulation, class action, and labor and employment matters. Eaton is also subject to legal claims from historic products which may have contained asbestos. Insurance may cover some of the costs associated with these claims and proceedings. Although it is not possible to predict with certainty the outcome or cost of these matters, the Company believes they will not have a material adverse effect on the condensed consolidated financial statements.
11
Note 10. EATON SHAREHOLDERS' EQUITY
The changes in Shareholders’ equity are as follows:
| Ordinary shares | Capital in excess of par value | Retained earnings | Accumulated other comprehensive loss | Shares held in trust | Total Eaton shareholders' equity | Noncontrolling interests | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Shares | Dollars | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid and accrued | — | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | ( | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Ordinary shares | Capital in excess of par value | Retained earnings | Accumulated other comprehensive loss | Shares held in trust | Total Eaton shareholders' equity | Noncontrolling interests | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Shares | Dollars | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid and accrued | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | — | ( | ( | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | ( | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
On February 23, 2022, the Board of Directors adopted a share repurchase program for repurchases of ordinary shares up to $5.0 billion to be made during the three-year period commencing on that date (2022 Program). On February 27, 2025, the Board of Directors renewed the 2022 Program by providing authority for up to $9.0 billion in repurchases to be made during the three-year period commencing on that date (2025 Program). Under the 2025 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During the three months ended March 31, 2025, 1.9 million ordinary shares were repurchased under the 2025 and 2022 Programs in the open market at a total cost of $608 million. During the three months ended March 31, 2024, 0.5 million ordinary shares were repurchased under the 2022 program in the open market at a total cost of $138 million.
The changes in Accumulated other comprehensive loss are as follows:
| (In millions) | Currency translation and related hedging instruments | Pensions and other postretirement benefits | Cash flow hedges | Total | |||||||||||||||||||
Balance at January 1, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||
| Amounts reclassified from Accumulated other comprehensive loss (income) | ( | ||||||||||||||||||||||
| Net current-period Other comprehensive income (loss) | ( | ||||||||||||||||||||||
Balance at March 31, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
12
The reclassifications out of Accumulated other comprehensive loss are as follows:
| (In millions) | Three months ended March 31, 2025 | Consolidated Statements of Income classification | ||||||||||||
| Gains and (losses) on net investment hedges (amount excluded from effectiveness testing) | ||||||||||||||
| Currency exchange contracts | $ | Interest expense - net | ||||||||||||
| Tax expense | ||||||||||||||
| Total, net of tax | ||||||||||||||
| Amortization of defined benefits pensions and other postretirement benefits items | ||||||||||||||
| Actuarial loss and prior service cost | ( | 1 | ||||||||||||
| Tax benefit | ||||||||||||||
| Total, net of tax | ( | |||||||||||||
| Gains and (losses) on cash flow hedges | ||||||||||||||
| Floating-to-fixed interest rate swaps | Interest expense - net | |||||||||||||
| Currency exchange contracts | ( | Net sales and Cost of products sold | ||||||||||||
| Tax benefit | ||||||||||||||
| Total, net of tax | ( | |||||||||||||
| Total reclassifications for the period | $ | ( | ||||||||||||
1 These components of Accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 8 for additional information about pension and other postretirement benefits items.
Net Income Per Share Attributable to Eaton Ordinary Shareholders
A summary of the calculation of net income per share attributable to Eaton ordinary shareholders is as follows:
| Three months ended March 31 | |||||||||||
| (In millions except for per share data) | 2025 | 2024 | |||||||||
| Net income attributable to Eaton ordinary shareholders | $ | $ | |||||||||
| Weighted-average number of ordinary shares outstanding - diluted | |||||||||||
| Less dilutive effect of equity-based compensation | |||||||||||
| Weighted-average number of ordinary shares outstanding - basic | |||||||||||
| Net income per share attributable to Eaton ordinary shareholders | |||||||||||
| Diluted | $ | $ | |||||||||
| Basic | |||||||||||
For the first quarter of 2025 and 2024, all stock options were included in the calculation of diluted net income per share attributable to Eaton ordinary shareholders because they were all dilutive.
13
Note 11. FAIR VALUE MEASUREMENTS
Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to satisfy a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy is established, which categorizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
A summary of financial instruments recognized at fair value, and the fair value measurements used, is as follows:
| (In millions) | Total | Quoted prices in active markets for identical assets (Level 1) | Other observable inputs (Level 2) | Unobservable inputs (Level 3) | |||||||||||||||||||
| March 31, 2025 | |||||||||||||||||||||||
| Cash | $ | $ | $ | $ | |||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||
| Net derivative contracts | |||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Cash | $ | $ | $ | $ | |||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||
| Net derivative contracts | ( | ( | |||||||||||||||||||||
Eaton values its financial instruments using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities.
Other Fair Value Measurements
Long-term debt and the current portion of long-term debt had a carrying value of $9,275 million and fair value of $8,847 million at March 31, 2025 compared to $9,152 million and $8,651 million, respectively, at December 31, 2024. The fair value of Eaton's debt instruments was estimated using prevailing market interest rates on debt with similar creditworthiness, terms and maturities and is considered a Level 2 fair value measurement.
14
Note 12. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
In the normal course of business, Eaton is exposed to certain risks related to fluctuations in interest rates, currency exchange rates and commodity prices. The Company uses various derivative and non-derivative financial instruments, primarily interest rate swaps, currency forward exchange contracts, currency swaps and commodity contracts to manage risks from these market fluctuations. The instruments used by Eaton are straightforward, non-leveraged instruments. The counterparties to these instruments are financial institutions with strong credit ratings. Eaton maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions. Such instruments are not purchased and sold for trading purposes.
Derivative financial instruments are accounted for at fair value and recognized as assets or liabilities in the Consolidated Balance Sheets. Accounting for the gain or loss resulting from the change in the fair value of the derivative financial instrument depends on whether it has been designated as part of a hedging relationship, is effective and the nature of the hedging activity. Eaton formally documents all relationships between derivative financial instruments accounted for as designated hedges and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. This process includes linking derivative financial instruments to a recognized asset or liability, specific firm commitment, forecasted transaction, or net investment in a foreign operation. These financial instruments can be designated as:
•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 gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive income and reclassified to income in the same period when the gain or loss on the hedged item is included in income.
•Hedges of the currency exposure related to a net investment in a foreign operation (a net investment hedge); for these hedges, the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive income 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.
The gain or loss from a derivative financial instrument designated as a hedge is classified in the same line of the Consolidated Statements of Income as the offsetting loss or gain on the hedged item. The cash flows resulting from these financial instruments are classified in operating activities on the Condensed Consolidated Statements of Cash Flows.
For derivatives that are not designated as a hedge, any gain or loss is immediately recognized in income. The majority of derivatives used in this manner relate to risks resulting from assets or liabilities denominated in a foreign currency and certain commodity contracts that arise in the normal course of business.
Eaton uses currency exchange contracts, cross-currency interest rate swaps, and certain of its debt denominated in foreign currency to hedge portions of its net investments in foreign operations against foreign currency exposure (net investment hedges). The Company uses the spot rate method to assess hedge effectiveness when derivative financial instruments are used in net investment hedges. Under this method, changes in the fair value of currency exchange contracts attributable to changes in the spot exchange rate and changes in the fair value of cross-currency interest rate swaps are recognized in Accumulated other comprehensive loss. Changes related to the forward rate of currency exchange contracts are excluded from the hedging relationship and the forward points are amortized to Interest expense - net on a straight-line basis over the term of the contract. Interest accruals on cross-currency interest rate swaps are excluded from the hedging relationship and recognized in Interest expense - net. The cash flows resulting from currency exchange contracts and cross-currency interest rate swaps are classified in investing activities on the Condensed Consolidated Statements of Cash Flows.
15
Derivative Financial Statement Impacts
The fair value of derivative financial instruments recognized in the Consolidated Balance Sheets is as follows:
| (In millions) | Notional amount | Other current assets | Other noncurrent assets | Other current liabilities | Other noncurrent liabilities | Type of hedge | Term | ||||||||||||||||||||||||||||||||||
| March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as hedges | |||||||||||||||||||||||||||||||||||||||||
Forward starting floating-to-fixed interest rate swaps | $ | $ | $ | $ | $ | Cash flow | |||||||||||||||||||||||||||||||||||
| Currency exchange contracts | Cash flow | ||||||||||||||||||||||||||||||||||||||||
| Commodity contracts | Cash flow | ||||||||||||||||||||||||||||||||||||||||
| Currency exchange contracts | Net investment | ||||||||||||||||||||||||||||||||||||||||
| Cross-currency interest rate swaps | Net investment | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||||||||||||||||||||
| Currency exchange contracts | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as hedges | |||||||||||||||||||||||||||||||||||||||||
Forward starting floating-to-fixed interest rate swaps | $ | $ | $ | $ | $ | Cash flow | |||||||||||||||||||||||||||||||||||
| Currency exchange contracts | Cash flow | ||||||||||||||||||||||||||||||||||||||||
| Commodity contracts | Cash flow | ||||||||||||||||||||||||||||||||||||||||
| Currency exchange contracts | Net investment | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||||||||||||||||||||
| Currency exchange contracts | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
The currency exchange contracts shown in the table above as derivatives not designated as hedges are primarily contracts entered into to manage currency volatility or exposure on intercompany receivables, payables and loans. While Eaton does not elect hedge accounting treatment for these derivatives, Eaton targets managing 95 % to 100 % of the intercompany balance sheet exposure to minimize the effect of currency volatility related to the movement of goods and services in the normal course of its operations. This activity represents the great majority of these currency exchange contracts. The cash flows resulting from the settlement of these derivatives have been classified in investing activities in the Condensed Consolidated Statements of Cash Flows.
Foreign currency denominated debt designated as non-derivative net investment hedging instruments had a carrying value on an after-tax basis of $3,229 million at March 31, 2025 and $3,105 million at December 31, 2024.
As of March 31, 2025, the volume of outstanding commodity contracts that were entered into to hedge forecasted transactions:
| Commodity | March 31, 2025 | Term | ||||||||||||||||||
| Copper | Millions of pounds | |||||||||||||||||||
16
The following amounts were recorded on the Consolidated Balance Sheets related to fixed-to-floating interest rate swaps:
| (In millions) | Carrying amount of the hedged assets (liabilities) | Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged asset (liabilities)1 | |||||||||||||||||||||
| Location on Consolidated Balance Sheets | March 31, 2025 | December 31, 2024 | March 31, 2025 | December 31, 2024 | |||||||||||||||||||
| Long-term debt | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
1 At March 31, 2025 and December 31, 2024, these amounts include the cumulative liability amount of fair value hedging adjustments remaining for which the hedge accounting has been discontinued of $35 million and $37 million, respectively.
The impact of hedging activities to the Consolidated Statements of Income is as follows:
| Three months ended March 31, 2025 | |||||||||||||||||
| (In millions) | Net Sales | Cost of products sold | Interest expense - net | ||||||||||||||
| Amounts from Consolidated Statements of Income | $ | $ | $ | ||||||||||||||
| Gain (loss) on derivatives designated as cash flow hedges | |||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | |||||||||||||||||
| Hedged item | $ | $ | $ | ( | |||||||||||||
| Derivative designated as hedging instrument | |||||||||||||||||
| Currency exchange contracts | |||||||||||||||||
| Hedged item | $ | $ | $ | ||||||||||||||
| Derivative designated as hedging instrument | ( | ( | |||||||||||||||
| Gain (loss) on derivatives designated as net investment hedges | |||||||||||||||||
| Cross-currency interest rate swaps | |||||||||||||||||
| Initial value of component excluded from effectiveness testing amortized to earnings | $ | $ | $ | ||||||||||||||
| Three months ended March 31, 2024 | |||||||||||||||||
| (In millions) | Net Sales | Cost of products sold | Interest expense - net | ||||||||||||||
| Amounts from Consolidated Statements of Income | $ | $ | $ | ||||||||||||||
| Gain (loss) on derivatives designated as cash flow hedges | |||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | |||||||||||||||||
| Hedged item | $ | $ | $ | ( | |||||||||||||
| Derivative designated as hedging instrument | |||||||||||||||||
| Currency exchange contracts | |||||||||||||||||
| Hedged item | $ | ( | $ | ( | $ | ||||||||||||
| Derivative designated as hedging instrument | |||||||||||||||||
| Commodity contracts | |||||||||||||||||
| Hedged item | $ | $ | $ | ||||||||||||||
| Derivative designated as hedging instrument | ( | ||||||||||||||||
17
The impact of derivatives not designated as hedges to the Consolidated Statements of Income is as follows:
| Gain (loss) recognized in Consolidated Statements of Income | Consolidated Statements of Income classification | ||||||||||||||||
| Three months ended March 31 | |||||||||||||||||
| (In millions) | 2025 | 2024 | |||||||||||||||
| Gain (loss) on derivatives not designated as hedges | |||||||||||||||||
| Currency exchange contracts | $ | $ | Interest expense - net | ||||||||||||||
| Total | $ | $ | |||||||||||||||
The impact of derivative and non-derivative instruments designated as hedges to the Consolidated Statements of Income and Comprehensive Income is as follows:
| Gain (loss) recognized in other comprehensive income (loss) | Location of gain (loss) reclassified from Accumulated other comprehensive loss | Gain (loss) reclassified from Accumulated other comprehensive loss | |||||||||||||||||||||||||||
| Three months ended March 31 | Three months ended March 31 | ||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Derivatives designated as cash flow hedges | |||||||||||||||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | $ | $ | Interest expense - net | $ | $ | ||||||||||||||||||||||||
| Currency exchange contracts | Net sales and Cost of products sold | ( | |||||||||||||||||||||||||||
| Commodity contracts | Cost of products sold | ( | |||||||||||||||||||||||||||
| Derivatives designated as net investment hedges | |||||||||||||||||||||||||||||
| Currency exchange contracts | |||||||||||||||||||||||||||||
| Effective portion | ( | Gain (loss) on sale of business | |||||||||||||||||||||||||||
| Amount excluded from effectiveness testing | Interest expense - net | ||||||||||||||||||||||||||||
| Cross-currency interest rate swaps | |||||||||||||||||||||||||||||
| Effective portion | ( | Gain (loss) on sale of business | |||||||||||||||||||||||||||
| Amount excluded from effectiveness testing not amortized to earnings | Gain (loss) on sale of business | ||||||||||||||||||||||||||||
| Non-derivative designated as net investment hedges | |||||||||||||||||||||||||||||
| Foreign currency denominated debt | ( | Gain (loss) on sale of business | |||||||||||||||||||||||||||
| Total | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||
18
The pre-tax gain (loss) on derivative financial instruments designated as net investment hedges included in Accumulated other comprehensive loss is as follows:
| Gain (loss) included in Accumulated other comprehensive loss | |||||||||||
| (In millions) | March 31, 2025 | December 31, 2024 | |||||||||
| Effective portion | |||||||||||
| Currency exchange contracts | $ | $ | |||||||||
| Cross-currency interest rate swaps | ( | ||||||||||
| Amount excluded from effectiveness testing | |||||||||||
| Currency exchange contracts | $ | $ | |||||||||
| Cross-currency interest rate swaps | |||||||||||
At March 31, 2025, a gain of $11 million of estimated unrealized net gains or losses associated with our cash flow hedges were expected to be reclassified to income from Accumulated other comprehensive loss within the next twelve months. These reclassifications relate to our designated foreign currency and commodity hedges that will mature in the next twelve months.
19
Note 13. RESTRUCTURING CHARGES
During the first quarter of 2024, Eaton implemented a multi-year restructuring program to accelerate opportunities to optimize its operations and global support structure. These actions will better align the Company's functions to support anticipated growth and drive greater effectiveness throughout the Company. Since the inception of the program, the Company has incurred charges of $220 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $171 million and plant closing and other costs of $84 million, resulting in total estimated charges of $475 million for the entire program.
A summary of restructuring program charges is as follows:
| Three months ended March 31 | |||||||||||
| (In millions except for per share data) | 2025 | 2024 | |||||||||
| Workforce reductions | $ | $ | |||||||||
| Plant closing and other | |||||||||||
| Total before income taxes | |||||||||||
| Income tax benefit | |||||||||||
| Total after income taxes | $ | $ | |||||||||
| Per ordinary share - diluted | $ | $ | |||||||||
Restructuring program charges related to the following segments:
| Three months ended March 31 | Restructuring program charges incurred from inception through | ||||||||||||||||
| (In millions) | 2025 | 2024 | March 31, 2025 | ||||||||||||||
| Electrical Americas | $ | $ | $ | ||||||||||||||
| Electrical Global | |||||||||||||||||
| Aerospace | |||||||||||||||||
| Vehicle | |||||||||||||||||
| eMobility | |||||||||||||||||
| Corporate | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
A summary of liabilities related to workforce reductions, plant closing, and other associated costs is as follows:
| (In millions) | Workforce reductions | Plant closing and other | Total | ||||||||||||||
Balance at January 1, 2024 | $ | $ | $ | ||||||||||||||
| Liability recognized, net | |||||||||||||||||
| Payments, utilization and translation | ( | ( | ( | ||||||||||||||
Balance at December 31, 2024 | |||||||||||||||||
| Liability recognized, net | |||||||||||||||||
| Payments, utilization and translation | ( | ( | ( | ||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | ||||||||||||||
These restructuring program charges were included in , as appropriate. In Business Segment Information, these restructuring program charges are treated as Corporate items. See Note 14 for additional information about business segments.
20
Note 14. BUSINESS SEGMENT INFORMATION
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance. The Company's chief operating decision maker is the chairman and chief executive officer. Eaton's operating segments are Electrical Americas, Electrical Global, Aerospace, Vehicle, and eMobility. Operating profit (loss) includes the operating profit from intersegment sales. For additional information regarding Eaton's business segments, see Note 19 to the consolidated financial statements contained in the 2024 Form 10-K.
The chief operating decision maker uses segment operating profit (loss) as an input to assess segment performance and determine appropriate resource allocations, including capital, financial, and employee resources. Segment operating profit (loss) results are regularly evaluated versus annual profit plan, forecast and/or prior year.
Other segment items are primarily comprised of Cost of products sold, Selling and administrative expense, Research and development expense, depreciation of property, plant and equipment, and certain items included in Other income – net on the Consolidated Statements of Income. The Company's chief operating decision maker manages these items on a consolidated basis.
21
Business Segment Information
| Three months ended March 31 | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Net sales | |||||||||||
| Electrical Americas | $ | $ | |||||||||
| Electrical Global | |||||||||||
| Aerospace | |||||||||||
| Vehicle | |||||||||||
| eMobility | |||||||||||
| Total net sales | $ | $ | |||||||||
| Other segment items | |||||||||||
| Electrical Americas | $ | $ | |||||||||
| Electrical Global | |||||||||||
| Aerospace | |||||||||||
| Vehicle | |||||||||||
| eMobility | |||||||||||
| Total other segment items | $ | $ | |||||||||
| Segment operating profit (loss) | |||||||||||
| Electrical Americas | $ | $ | |||||||||
| Electrical Global | |||||||||||
| Aerospace | |||||||||||
| Vehicle | |||||||||||
| eMobility | ( | ( | |||||||||
| Total segment operating profit | |||||||||||
| Corporate | |||||||||||
| Intangible asset amortization expense | ( | ( | |||||||||
| Interest expense - net | ( | ( | |||||||||
| Pension and other postretirement benefits income | |||||||||||
| Restructuring program charges | ( | ( | |||||||||
| Other expense - net | ( | ( | |||||||||
| Income before income taxes | |||||||||||
| Income tax expense | |||||||||||
| Net income | |||||||||||
| Less net income for noncontrolling interests | ( | ( | |||||||||
| Net income attributable to Eaton ordinary shareholders | $ | $ | |||||||||
22
| (In millions) | March 31, 2025 | December 31, 2024 | |||||||||
| Identifiable assets | |||||||||||
| Electrical Americas | $ | $ | |||||||||
| Electrical Global | |||||||||||
| Aerospace | |||||||||||
| Vehicle | |||||||||||
| eMobility | |||||||||||
| Total identifiable assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets | |||||||||||
| Corporate | |||||||||||
| Total assets | $ | $ | |||||||||
| Three months ended March 31 | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Capital expenditures for property, plant and equipment | |||||||||||
| Electrical Americas | $ | $ | |||||||||
| Electrical Global | |||||||||||
| Aerospace | |||||||||||
| Vehicle | |||||||||||
| eMobility | |||||||||||
| Total | |||||||||||
| Corporate | |||||||||||
| Total expenditures for property, plant and equipment | $ | $ | |||||||||
| Three months ended March 31 | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Depreciation of property, plant and equipment | |||||||||||
| Electrical Americas | $ | $ | |||||||||
| Electrical Global | |||||||||||
| Aerospace | |||||||||||
| Vehicle | |||||||||||
| eMobility | |||||||||||
| Total | |||||||||||
| Corporate | |||||||||||
| Total depreciation of property, plant and equipment | $ | $ | |||||||||
23
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Amounts are in millions of dollars or shares unless indicated otherwise (per share data assume dilution). Columns and rows may not add and the sum of components may not equal total amounts reported due to rounding.
COMPANY OVERVIEW
Eaton Corporation plc (Eaton or the Company) is an intelligent power management company dedicated to protecting the environment and improving the quality of life for people everywhere. We make products for the data center, utility, industrial, commercial, machine building, residential, aerospace and mobility markets. We are capitalizing on the megatrends of the energy transition, electrification, and digitalization. The reindustrialization of and growth of megaprojects in North America and increased global infrastructure spending focused on clean energy programs are expanding our end markets and positioning Eaton for growth for years to come. We are strengthening our participation across the entire electrical power value chain and benefiting from momentum in the data center and utility end markets as well as a growth cycle in the commercial aerospace and defense markets. We are guided by our commitment to operate sustainably and with the highest ethical standards. Our work is accelerating the planet’s transition to renewable energy sources, helping to solve the world’s most urgent power management challenges, and building a more sustainable society for people today and for future generations.
Founded in 1911, Eaton has continuously evolved to meet the changing and expanding needs of our stakeholders. With revenues of nearly $25 billion in 2024, the Company serves customers in more than 160 countries.
Portfolio Changes
The Company continues to actively manage its portfolio of businesses to deliver on its strategic objectives. The Company is focused on deploying its capital toward businesses that provide opportunities for above-market growth, strong returns, and align with secular trends and its power management strategies. During 2024 and 2025, Eaton continued to selectively add businesses to strengthen its portfolio.
| Acquisitions of businesses and investments in associate companies | Date of acquisition | Business segment | ||||||||||||
| Exertherm | May 20, 2024 | Electrical Americas | ||||||||||||
| A U.K. based provider of thermal monitoring solutions for electrical equipment. | ||||||||||||||
| NordicEPOD AS | May 31, 2024 | Electrical Global | ||||||||||||
A 49 percent stake in NordicEPOD AS, which designs and assembles standardized power modules for data centers in the Nordic region. | ||||||||||||||
| Fibrebond Corporation | April 1, 2025 | Electrical Americas | ||||||||||||
| A U.S. based designer and builder of pre-integrated modular power enclosures for data center, industrial, utility and communications customers. | ||||||||||||||
Additional information related to acquisitions of businesses is presented in Note 2.
RESULTS OF OPERATIONS
Non-GAAP Financial Measures
The following discussion of Consolidated Financial Results includes certain non-GAAP financial measures. These financial measures include adjusted earnings and adjusted earnings per ordinary share, each of which differs from the most directly comparable measure calculated in accordance with generally accepted accounting principles (GAAP). A reconciliation of adjusted earnings and adjusted earnings per ordinary share to the most directly comparable GAAP measure is included in the Consolidated Financial Results table below. Management believes that these financial measures are useful to investors because they provide additional meaningful financial information that should be considered when assessing our business performance and trends, and they allow investors to more easily compare Eaton’s financial performance period to period. Management uses this information in monitoring and evaluating the on-going performance of Eaton.
24
Acquisition and Divestiture Charges
Eaton incurs integration charges and transaction costs to acquire and integrate businesses, and transaction, separation and other costs to divest and exit businesses. Eaton also recognizes gains and losses on the sale of businesses. A summary of these Corporate items is as follows:
| Three months ended March 31 | |||||||||||
| (In millions except for per share data) | 2025 | 2024 | |||||||||
| Acquisition integration, divestiture charges and transaction costs | $ | 10 | $ | 17 | |||||||
| Income tax benefit | 2 | 4 | |||||||||
| Total after income taxes | $ | 8 | $ | 13 | |||||||
| Per ordinary share - diluted | $ | 0.02 | $ | 0.03 | |||||||
Acquisition integration, divestiture charges and transaction costs in 2025 are primarily related to the acquisitions of Fibrebond and Exertherm, transactions completed prior to 2023, and other charges to acquire and exit businesses. Acquisition integration, divestiture charges and transaction costs in 2024 are primarily related to acquisitions completed prior to 2023, and include other charges and income to acquire and exit businesses. These charges were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other income - net. In Business Segment Information in Note 14, the charges were included in Other expense - net.
Restructuring Programs
During the first quarter of 2024, Eaton implemented a multi-year restructuring program to accelerate opportunities to optimize its operations and global support structure. These actions will better align the Company's functions to support anticipated growth and drive greater effectiveness throughout the Company. Since the inception of the program, the Company has incurred charges of $220 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $171 million and plant closing and other costs of $84 million, resulting in total estimated charges of $475 million for the entire program. The Company expects mature year benefits of $375 million when the multi-year program is fully implemented.
Additional information related to these restructuring programs is presented in Note 13.
Intangible Asset Amortization Expense
Intangible asset amortization expense is as follows:
| Three months ended March 31 | |||||||||||
| (In millions except for per share data) | 2025 | 2024 | |||||||||
| Intangible asset amortization expense | $ | 106 | $ | 106 | |||||||
| Income tax benefit | 22 | 23 | |||||||||
| Total after income taxes | $ | 84 | $ | 84 | |||||||
| Per ordinary share - diluted | $ | 0.21 | $ | 0.21 | |||||||
25
Consolidated Financial Results
| Three months ended March 31 | Increase (decrease) | ||||||||||||||||
| (In millions except for per share data) | 2025 | 2024 | |||||||||||||||
| Net sales | $ | 6,377 | $ | 5,943 | 7 | % | |||||||||||
| Gross profit | 2,447 | 2,218 | 10 | % | |||||||||||||
| Percent of net sales | 38.4 | % | 37.3 | % | |||||||||||||
| Income before income taxes | 1,177 | 1,001 | 18 | % | |||||||||||||
| Net income | 965 | 822 | 17 | % | |||||||||||||
| Less net income for noncontrolling interests | (1) | (1) | |||||||||||||||
| Net income attributable to Eaton ordinary shareholders | 964 | 821 | 17 | % | |||||||||||||
| Excluding acquisition and divestiture charges, after-tax | 8 | 13 | |||||||||||||||
| Excluding restructuring program charges, after-tax | 14 | 49 | |||||||||||||||
| Excluding intangible asset amortization expense, after-tax | 84 | 84 | |||||||||||||||
| Adjusted earnings | $ | 1,070 | $ | 966 | 11 | % | |||||||||||
| Net income per share attributable to Eaton ordinary shareholders - diluted | $ | 2.45 | $ | 2.04 | 20 | % | |||||||||||
| Excluding per share impact of acquisition and divestiture charges, after-tax | 0.02 | 0.03 | |||||||||||||||
| Excluding per share impact of restructuring program charges, after-tax | 0.04 | 0.12 | |||||||||||||||
| Excluding per share impact of intangible asset amortization expense, after-tax | 0.21 | 0.21 | |||||||||||||||
| Adjusted earnings per ordinary share | $ | 2.72 | $ | 2.40 | 13 | % | |||||||||||
Net Sales
| Changes in Net sales: | Three months ended March 31, 2025 | ||||
| Organic growth | 9 | % | |||
| Foreign currency | (2) | % | |||
| Total increase in Net sales | 7 | % | |||
The increase in organic sales in the first quarter of 2025 was due to strength in data center and utility end-markets in the Electrical Americas and Electrical Global business segments, strength in machine OEM in the Electrical Global business segment, and strength in commercial aftermarket, military OEM, and military aftermarket in the Aerospace business segment, partially offset by weakness in industrial and residential end-markets in the Electrical Americas business segment.
Gross Profit
Gross profit margin increased from 37.3% in the first quarter of 2024 to 38.4% in the first quarter of 2025. Material factors affecting this increase were a 190 basis point increase from higher sales and a 140 basis point increase from operating efficiencies, partially offset by a 170 basis point decline from commodity and wage inflation and a 70 basis point decline from unfavorable product mix.
Income Taxes
The effective income tax rate for the first quarter of 2025 was expense of 18.0% compared to expense of 17.9% for the first quarter of 2024.
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Net Income
Changes in Net income attributable to Eaton ordinary shareholders and Net income per share attributable to Eaton ordinary shareholders - diluted are summarized as follows:
| Three months ended | |||||||||||
| (In millions except for per share data) | Dollars | Per share | |||||||||
March 31, 2024 | $ | 821 | $ | 2.04 | |||||||
Business segment results of operations | |||||||||||
| Operational performance | 118 | 0.30 | |||||||||
| Foreign currency | 5 | 0.01 | |||||||||
| Corporate | |||||||||||
| Restructuring program charges | 34 | 0.08 | |||||||||
| Acquisition and divestiture charges | 5 | 0.01 | |||||||||
| Other corporate items | (21) | (0.05) | |||||||||
| Tax rate impact | 2 | 0.01 | |||||||||
| Impact of shares | — | 0.05 | |||||||||
March 31, 2025 | $ | 964 | $ | 2.45 | |||||||
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Business Segment Results of Operations
The following is a discussion of Net sales, operating profit (loss) and operating margin by business segment. Additionally, the Company uses the following metrics as indicators of customer demand and future revenue expectations in the Electrical Americas, Electrical Global, and Aerospace business segments. The Company believes these metrics are useful to investors for the same reasons.
•Backlog: Includes orders to which customers are firmly committed
•Organic change in backlog: Percentage change in backlog, excluding the impact of foreign currency, acquisitions and divestitures
•Organic change in customer orders: Percentage change in firm customer orders on a trailing twelve month basis, excluding the impact of foreign currency, acquisitions and divestitures
•Book-to-bill: Average of the ratio of firm customer orders to Net sales for the last four quarters
Electrical Americas
| Three months ended March 31 | Increase (decrease) | ||||||||||||||||
| ($ in millions) | 2025 | 2024 | |||||||||||||||
| Net sales | $ | 3,010 | $ | 2,690 | 12 | % | |||||||||||
| Operating profit | $ | 904 | $ | 785 | 15 | % | |||||||||||
| Operating margin | 30.0 | % | 29.2 | % | |||||||||||||
| Changes in Net sales: | |||||||||||||||||
| Organic growth | 13 | % | |||||||||||||||
| Foreign currency | (1) | % | |||||||||||||||
| Total increase in Net sales | 12 | % | |||||||||||||||
| Change from March 31 | |||||||||||||||||||||||
| Performance metrics: | March 31, 2025 | March 31, 2024 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||||||||
| Backlog | $ | 10,050 | $ | 9,579 | 5 | % | 31 | % | |||||||||||||||
| Organic change in backlog | 6 | % | 31 | % | |||||||||||||||||||
| Organic change in customer orders | (4) | % | 8 | % | |||||||||||||||||||
| Book-to-bill | 1.0 | 1.2 | |||||||||||||||||||||
The increase in organic sales in the first quarter of 2025 was due to strength in data center and utility end-markets, partially offset by weakness in industrial and residential end-markets.
The operating margin increased from 29.2% in the first quarter of 2024 to 30.0% in the first quarter of 2025. Material factors affecting this increase were a 370 basis point increase from higher sales and a 100 basis point increase from operating efficiencies, partially offset by a 190 basis point decline from higher commodity and wage inflation, a 140 basis point decline from unfavorable product mix, and a 110 basis point decline from higher costs to support growth initiatives.
Strong demand signals continue to underpin our data center market outlook. One hyperscaler customer has paused or slowed some early-stage data center projects, while also making significant investments.
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Electrical Global
| Three months ended March 31 | Increase (decrease) | ||||||||||||||||
| ($ in millions) | 2025 | 2024 | |||||||||||||||
| Net sales | $ | 1,610 | $ | 1,500 | 7 | % | |||||||||||
| Operating profit | $ | 300 | $ | 274 | 9 | % | |||||||||||
| Operating margin | 18.6 | % | 18.3 | % | |||||||||||||
| Changes in Net sales: | |||||||||||||||||
| Organic growth | 9 | % | |||||||||||||||
| Foreign currency | (2) | % | |||||||||||||||
| Total increase in Net sales | 7 | % | |||||||||||||||
| Change from March 31 | |||||||||||||||||||||||
| Performance metrics: | March 31, 2025 | March 31, 2024 | 2025 vs. 2024 | 2024 vs. 2023 | |||||||||||||||||||
| Backlog | $ | 1,832 | $ | 1,741 | 5 | % | 10 | % | |||||||||||||||
| Organic change in backlog | 5 | % | 12 | % | |||||||||||||||||||
| Organic change in customer orders | — | % | 4 | % | |||||||||||||||||||
| Book-to-bill | 1.0 | 1.1 | |||||||||||||||||||||
The increase in organic sales in the first quarter of 2025 was due to strength in data center, machine OEM, and utility end-markets. Additionally, the increase in organic sales was due to strength in the European and Asia Pacific regions.
The operating margin increased from 18.3% in the first quarter of 2024 to 18.6% in the first quarter of 2025. Material factors affecting this increase were a 190 basis point increase from higher sales and a 170 basis point increase from operating efficiencies, partially offset by a 210 basis point decline from higher wage and commodity inflation and a 90 basis point decline from unfavorable product mix.
Strong demand signals continue to underpin our data center market outlook. One hyperscaler customer has paused or slowed some early-stage data center projects, while also making significant investments.
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Aerospace
| Three months ended March 31 | Increase (decrease) | ||||||||||||||||
| ($ in millions) | 2025 | 2024 | |||||||||||||||
| Net sales | $ | 979 | $ | 871 | 12 | % | |||||||||||
| Operating profit | $ | 226 | $ | 201 | 12 | % | |||||||||||
| Operating margin | 23.1 | % | 23.1 | % | |||||||||||||
| Changes in Net sales: | |||||||||||||||||
| Organic growth | 13 | % | |||||||||||||||
| Foreign currency | (1) | % | |||||||||||||||
| Total increase in Net sales | 12 | % | |||||||||||||||
| Change from March 31 | ||||||||||||||||||||||||||
| Performance metrics: | March 31, 2025 | March 31, 2024 | 2025 vs. 2024 | 2024 vs. 2023 | ||||||||||||||||||||||
| Backlog | $ | 3,899 | $ | 3,347 | 16 | % | 11 | % | ||||||||||||||||||
| Organic change in backlog | 16 | % | 11 | % | ||||||||||||||||||||||
| Organic change in customer orders | 14 | % | 2 | % | ||||||||||||||||||||||
| Book-to-bill | 1.1 | 1.1 | ||||||||||||||||||||||||
The increase in organic sales in the first quarter of 2025 was due to broad-based strength across all markets, with particular strength in commercial aftermarket, military OEM, and military aftermarket.
The operating margin was flat at 23.1% in both the first quarter of 2025 and 2024. Material factors affecting the operating margin were a 460 basis point increase from higher sales, partially offset by a 250 basis point decline due to the sale of a production facility in the first quarter of 2024 and a 240 basis point decline from higher commodity and wage inflation.
Vehicle
| Three months ended March 31 | Increase (decrease) | ||||||||||||||||
| (In millions) | 2025 | 2024 | |||||||||||||||
| Net sales | $ | 617 | $ | 724 | (15) | % | |||||||||||
| Operating profit | $ | 96 | $ | 116 | (17) | % | |||||||||||
| Operating margin | 15.5 | % | 16.0 | % | |||||||||||||
| Changes in Net sales: | |||||||||||||||||
| Organic growth | (11) | % | |||||||||||||||
| Foreign currency | (4) | % | |||||||||||||||
| Total decrease in Net sales | (15) | % | |||||||||||||||
The decrease in organic sales in the first quarter of 2025 was due to weakness in the North American truck and light vehicle markets.
The operating margin decreased from 16.0% in the first quarter of 2024 to 15.5% in the first quarter of 2025. Material factors affecting this decrease were a 220 basis point decline from higher wage and commodity inflation and a 190 basis point decline from lower sales, partially offset by a 280 basis point increase from operating efficiencies and a 50 basis point increase from higher income from investments in associate companies.
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eMobility
| Three months ended March 31 | Increase (decrease) | ||||||||||||||||
| (In millions) | 2025 | 2024 | |||||||||||||||
| Net sales | $ | 162 | $ | 158 | 2 | % | |||||||||||
| Operating loss | $ | (4) | $ | (4) | — | % | |||||||||||
| Operating margin | (2.7) | % | (2.7) | % | |||||||||||||
| Changes in Net sales: | |||||||||||||||||
| Organic growth | 3 | % | |||||||||||||||
| Foreign currency | (1) | % | |||||||||||||||
| Total increase in Net sales | 2 | % | |||||||||||||||
The increase in organic sales in the in the first quarter of 2025 was due to strength in the European region, partially offset by weakness in the North American region.
The operating margin was flat at negative 2.7% in both the first quarter of 2025 and 2024. Material factors affecting the operating margin were a 690 basis point increase from operating efficiencies, a 300 basis point increase from higher sales and a 190 basis point increase from favorable product mix, partially offset by a 450 basis point decline from higher commodity and wage inflation, a 330 basis point decline from the sale of non-production facilities in the first quarter of 2024, and a 330 basis point decline from higher costs to support growth initiatives.
Corporate Expense
| Three months ended March 31 | Increase (decrease) | ||||||||||||||||
| (In millions) | 2025 | 2024 | |||||||||||||||
| Intangible asset amortization expense | $ | 106 | $ | 106 | — | % | |||||||||||
| Interest expense - net | 33 | 30 | 10 | % | |||||||||||||
| Pension and other postretirement benefits income | (5) | (12) | (58) | % | |||||||||||||
| Restructuring program charges | 18 | 63 | (71) | % | |||||||||||||
| Other expense - net | 193 | 184 | 5 | % | |||||||||||||
| Total corporate expense | $ | 345 | $ | 371 | (7) | % | |||||||||||
Total corporate expense decreased from $371 million in the first quarter of 2024 to $345 million in the first quarter of 2025. The material factor affecting this decrease was lower Restructuring program charges.
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LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION
Liquidity and Financial Condition
Eaton’s objective is to finance its business through operating cash flow and an appropriate mix of equity and long-term and short-term debt. By diversifying its debt maturity structure, Eaton reduces liquidity risk.
The Company maintains revolving credit facilities consisting of a $500 million 364-day revolving credit facility that will expire on September 29, 2025 and a $2,500 million five-year revolving credit facility that will expire on October 1, 2027. The revolving credit facilities totaling $3,000 million are used to support commercial paper borrowings and are fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. There were no borrowings outstanding under Eaton’s revolving credit facilities at March 31, 2025. The Company maintains access to the commercial paper markets through its $3,000 million commercial paper program, of which $800 million was outstanding on March 31, 2025, used primarily with funding the acquisition of Fibrebond Corporation.
Over the course of a year, cash, short-term investments, and short-term debt may fluctuate in order to manage global liquidity. As of March 31, 2025 and December 31, 2024, Eaton had cash of $1,777 million and $555 million, short-term investments of $162 million and $1,525 million, respectively, with $805 million short-term debt as of March 31, 2025 and no short-term debt as of December 31, 2024. Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, availability under existing revolving credit facilities, and access to capital markets in excess of the liquidity necessary to meet future operating needs of the business, fund capital expenditures and acquisitions of businesses, as well as scheduled payments of long-term debt.
On April 1, 2025, the Company paid $1.45 billion, net of cash acquired, to acquire Fibrebond Corporation.
Eaton was in compliance with each of its debt covenants for all periods presented.
Cash Flows
A summary of cash flows is as follows:
| Three months ended March 31 | Change from 2024 | ||||||||||||||||
| (In millions) | 2025 | 2024 | |||||||||||||||
| Net cash provided by operating activities | $ | 238 | $ | 475 | $ | (237) | |||||||||||
| Net cash provided by investing activities | 1,233 | 33 | 1,200 | ||||||||||||||
| Net cash used in financing activities | (244) | (536) | 292 | ||||||||||||||
| Effect of currency on cash | (7) | 13 | (20) | ||||||||||||||
| Total increase (decrease) in cash | $ | 1,221 | $ | (15) | |||||||||||||
Operating Cash Flow
Net cash provided by operating activities decreased by $237 million in the first three months of 2025 compared to 2024. Material factors affecting this decrease were higher working capital balances of $389 million, partially offset by higher net income of $143 million.
Investing Cash Flow
Net cash provided by investing activities increased by $1,200 million in the first three months of 2025 compared to 2024. The material factor affecting this increase was an increase in sales of short-term investments to $1,366 million in 2025 from $150 million in 2024.
Financing Cash Flow
Net cash used in financing activities decreased by $292 million in the first three months of 2025 compared to 2024. Material factors affecting this decrease were net proceeds of short-term debt of $805 million in 2025 compared to net payments of short-term debt of $7 million in 2024, partially offset by an increase in repurchase of shares to $615 million in 2025 from $138 million in 2024.
Uses of Cash
Capital Expenditures
Capital expenditures were $147 million and $183 million in the first three months of 2025 and 2024, respectively. The Company plans to increase capital expenditures over the next several years to expand production capacity across various markets to support anticipated growth. As a result, Eaton expects approximately $900 million in capital expenditures in 2025.
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Dividends
Cash dividend payments were $397 million and $368 million in the first three months of 2025 and 2024, respectively. Payment of quarterly dividends in the future depends upon the Company’s ability to generate net income and operating cash flows, among other factors, and is subject to declaration by the Eaton Board of Directors. The Company intends to continue to pay quarterly dividends in 2025.
Share Repurchases
On February 23, 2022, the Board of Directors adopted a share repurchase program for repurchases of ordinary shares up to $5.0 billion to be made during the three-year period commencing on that date (2022 Program). On February 27, 2025, the Board of Directors renewed the 2022 Program by providing authority for up to $9.0 billion in repurchases to be made during the three-year period commencing on that date (2025 Program). Under the 2025 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During the three months ended March 31, 2025, 1.9 million ordinary shares were repurchased under the 2025 and 2022 Programs in the open market at a total cost of $608 million. During the three months ended March 31, 2024, 0.5 million ordinary shares were repurchased under the 2022 program in the open market at a total cost of $138 million. The Company will continue to pursue share repurchases in 2025 depending on market conditions and capital levels.
Acquisition of Businesses and Investments in Associate Companies
There were no business acquisitions in the first three months of 2025 and 2024. The Company paid cash of $13 million for investments in associate companies in the first three months of 2025. There were no investments in associate companies in the first three months 2024. The Company will continue to focus on deploying its capital toward businesses that provide opportunities for higher growth and strong returns, and align with secular trends and its power management strategies. On April 1, 2025, Eaton acquired Fibrebond Corporation for $1.45 billion, net of cash acquired.
Debt
The Company manages a number of short-term and long-term debt instruments, including commercial paper. At March 31, 2025, the Company had Short-term debt of $805 million, Current portion of long-term debt of $1,666 million, and Long-term debt of $7,609 million. The Company believes it has the operating flexibility, cash flow, and access to capital markets to meet scheduled payments of long-term debt.
Supply Chain Finance Program
A third-party financial institution offers a voluntary supply chain finance (SCF) program that enables certain of the Company’s suppliers, at the supplier’s sole discretion, to sell receivables due from the Company to the financial institution on terms directly negotiated with the financial institution. The SCF program does not have a significant impact on the Company’s liquidity as payments by the Company to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. For additional information on the SCF program, see Note 7.
Guaranteed Debt
Issuers, Guarantors and Guarantor Structure
Eaton Corporation has issued senior notes pursuant to indentures dated April 1, 1994 (the 1994 Indenture), November 20, 2012 (the 2012 Indenture), September 15, 2017 (the 2017 Indenture) and August 23, 2022 (as supplemented by the First and Second Supplemental Indentures of the same date and the Third Supplemental Indenture dated May 18, 2023, the 2022 Indenture). The senior notes of Eaton Corporation are registered under the Securities Act of 1933, as amended (the Registered Senior Notes). Eaton Capital Unlimited Company, a subsidiary of Eaton, is the issuer of five outstanding series of debt securities sold in offshore transactions under Regulation S promulgated under the Securities Act (the Eurobonds). The Eurobonds and the Registered Senior Notes (together, the Senior Notes) comprise substantially all of Eaton’s long-term indebtedness.
Substantially all of the Senior Notes (with limited exceptions), together with the credit facilities described above under Liquidity and Financial Condition (the Credit Facilities), are guaranteed by Eaton and 17 of its subsidiaries. Accordingly, they rank equally with each other. However, because these obligations are not secured, they would be effectively subordinated to any existing or future secured indebtedness of Eaton and its subsidiaries. As of March 31, 2025, Eaton has no material, long-term secured debt. The guaranteed Registered Senior Notes are also structurally subordinated to the liabilities of Eaton's subsidiaries that are not guarantors. Except as described below under Future Guarantors, Eaton is not obligated to cause its subsidiaries to guarantee the Registered Senior Notes.
The table set forth in Exhibit 22 filed with the Form 10-K filed on February 23, 2023 (10-K Exhibit 22) details the primary obligors and guarantors with respect to the guaranteed Registered Senior Notes.
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Terms of Guarantees of Registered Securities
Payment of principal and interest on the Registered Senior Notes is guaranteed, on an unsecured, unsubordinated basis by the subsidiaries of Eaton set forth in the table referenced in the 10-K Exhibit 22. Each guarantee is full and unconditional, and joint and several. Each guarantor’s guarantee is an unsecured obligation that ranks equally with all its other unsecured and unsubordinated indebtedness. The obligations of each guarantor under its guarantee of the Registered Senior Notes are subject to a customary savings clause or similar provision designed to prevent such guarantee from constituting a fraudulent conveyance or otherwise legally impermissible or voidable obligation.
Though the terms of the indentures vary slightly, generally, each guarantee of the Registered Senior Notes by a guarantor that is a subsidiary of Eaton Corporation provides that it will be automatically and unconditionally released and discharged under certain circumstances, including, but not limited to:
(a)the consummation of certain types of transactions permitted under the applicable indenture, including one that results in such guarantor ceasing to be a subsidiary; and
(b)for Registered Senior Notes issued under the 2022 Indenture, when such guarantor is a guarantor or issuer of indebtedness in an aggregate outstanding principal amount of less than 25% of our total outstanding indebtedness.
Further, each guarantee by a direct or indirect parent of Eaton Corporation (other than Eaton) provides that it will also be released if:
(c)such guarantee (so long as the guarantor is not obligated under any other U.S. debt obligations), becomes prohibited by any applicable law, rule or regulation or by any contractual obligation; or
(d)such guarantee results in material adverse tax consequences to Eaton or any of its subsidiaries (so long as the applicable guarantor is not obligated under any other U.S. debt obligation).
The guarantee of Eaton does not contain any release provisions.
Future Guarantors
The 2012 and 2017 Indentures generally provide that, with certain limited exceptions, any subsidiary of Eaton must become a guarantor if it becomes obligated as borrower or guarantor under any series of debt securities or a syndicated credit facility. Further, the 2012 and 2017 Indentures provide that any entity that becomes a direct or indirect parent entity of Eaton Corporation and holds any material assets, with certain limited exceptions, or owes any material liabilities must become a guarantor. The 2022 Indenture provides only that, with certain limited exceptions, any subsidiary of Eaton must become a guarantor if it becomes obligated as borrower or guarantor under indebtedness with an aggregate outstanding principal amount in excess of 25% of the Parent and its Subsidiaries’ then-outstanding indebtedness.
The 1994 Indenture does not contain provisions with respect to future guarantors.
Summarized Financial Information of Guarantors and Issuers
| (In millions) | March 31, 2025 | December 31, 2024 | |||||||||
| Current assets | $ | 5,137 | $ | 5,027 | |||||||
| Noncurrent assets | 13,195 | 13,225 | |||||||||
| Current liabilities | 5,403 | 3,738 | |||||||||
| Noncurrent liabilities | 9,640 | 10,564 | |||||||||
| Amounts due to subsidiaries that are non-issuers and non-guarantors - net | 9,509 | 10,334 | |||||||||
| (In millions) | Three months ended March 31, 2025 | ||||||||||
| Net sales | $ | 3,832 | |||||||||
| Sales to subsidiaries that are non-issuers and non-guarantors | 249 | ||||||||||
| Cost of products sold | 2,740 | ||||||||||
| Expense from subsidiaries that are non-issuers and non-guarantors - net | 144 | ||||||||||
| Net income | 338 | ||||||||||
The financial information presented is that of Eaton Corporation and the Guarantors, which includes Eaton Corporation plc, on a combined basis and the financial information of non-issuer and non-guarantor subsidiaries has been excluded. Intercompany balances and transactions between Eaton Corporation and Guarantors have been eliminated, and amounts due from, amounts due to, and transactions with non-issuer and non-guarantor subsidiaries have been presented separately.
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FORWARD-LOOKING STATEMENTS
This Form 10-Q Report contains forward-looking statements concerning litigation, expected capital expenditures, future dividend payments, anticipated share repurchases, liquidity, and expected restructuring program charges and benefits. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Eaton, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside Eaton’s control. The following factors could cause actual results to differ materially from those in the forward-looking statements: global pandemics; unanticipated changes in the markets for the Company’s business segments; unanticipated downturns in business relationships with customers or their purchases from us; the availability of credit to customers and suppliers; supply chain disruptions, competitive pressures on sales and pricing; unanticipated changes in the cost of material, labor and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of disruptive or competing technologies; unexpected technical or marketing difficulties; unexpected or adverse determinations with respect to claims, charges, audits, investigations, court or administrative proceedings, litigation, arbitrations, judgements, or dispute resolutions; strikes or other labor unrest at Eaton or at our customers or suppliers; the impact of acquisitions and divestitures unanticipated difficulties integrating acquisitions; the effect, interpretation, or application of new or existing laws, regulations, legal proceedings or accounting pronouncements, tariffs and governmental regulations; interest rate changes; tax rate changes or exposure to additional income tax liability; stock market and currency fluctuations; war, geopolitical tensions, natural disasters, civil or political unrest or terrorism; and unanticipated deterioration of economic and financial conditions in the United States and around the world. Eaton does not assume any obligation to update these forward-looking statements.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in exposures to market risk since December 31, 2024.
ITEM 4.CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures - Pursuant to SEC Rule 13a-15, an evaluation was performed under the supervision and with the participation of Eaton’s management, including Craig Arnold - Principal Executive Officer; and Olivier Leonetti - Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, management concluded that Eaton’s disclosure controls and procedures were effective as of March 31, 2025.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in Eaton’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Eaton’s reports filed under the Exchange Act is accumulated and communicated to management, including Eaton’s Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
During the first quarter of 2025, there was no change in Eaton’s internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Management is currently evaluating the impact of businesses acquired in the past twelve months on Eaton's internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS.
Information regarding the Company's current legal proceedings is presented in Note 9 of the Notes to the condensed consolidated financial statements.
ITEM 1A.RISK FACTORS.
“Item 1A. Risk Factors” in Eaton's 2024 Form 10-K includes a discussion of the Company's risk factors. There have been no material changes from the risk factors described in the 2024 Form 10-K.
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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(c) Issuer's Purchases of Equity Securities
During the first quarter of 2025, 1.9 million ordinary shares were repurchased in the open market at a total cost of $608 million. These shares were repurchased under the programs approved by the Board of Directors on February 27, 2025 (the 2025 Program) and February 23, 2022 (the 2022 Program). A summary of the shares repurchased in the first quarter of 2025 is as follows:
| Month | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) | ||||||||||||||||||||||
| January | 990,987 | $ | 333.11 | 990,987 | $ | 1,886 | ||||||||||||||||||||
| February | 439,410 | $ | 306.28 | 439,410 | $ | 8,986 | ||||||||||||||||||||
| March | 498,891 | $ | 286.95 | 498,891 | $ | 8,843 | ||||||||||||||||||||
| Total | 1,929,288 | $ | 315.06 | 1,929,288 | ||||||||||||||||||||||
ITEM 5. OTHER INFORMATION.
During the three months ended March 31, 2025, no director or officer of the Company adopted terminated
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ITEM 6.EXHIBITS.
Eaton Corporation plc
First Quarter 2025 Report on Form 10-Q
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| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document * | ||||||||||
| 101.DEF | XBRL Taxonomy Extension Label Definition Document * | ||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document * | ||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document * | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||||||||
_______________________________
| * | Submitted electronically herewith. | |||||||
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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.
| EATON CORPORATION plc | ||||||||||||||
| Registrant | ||||||||||||||
| Date: | May 2, 2025 | By: | /s/ Olivier Leonetti | |||||||||||
| Olivier Leonetti | ||||||||||||||
| Principal Financial Officer | ||||||||||||||
| (On behalf of the registrant and as Principal Financial Officer) | ||||||||||||||
39