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10-K 1 etn12312017form10-k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the year ended December 31, 2017

Commission file number 000-54863

EATON CORPORATION plc
(Exact name of registrant as specified in its charter)
Ireland98-1059235
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification Number)
Eaton House, 30 Pembroke Road, Dublin 4, IrelandD04 Y0C2
(Address of principal executive offices)(Zip code)
+353 1637 2900
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each className of each exchange on which registered
Ordinary Shares ($0.01 par value)The New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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. (Check one):

Large accelerated filer þAccelerated filer oNon-accelerated filer o
Smaller reporting company oEmerging growth company o(Do not check if a smaller reporting 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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of June 30, 2017 was $34.6 billion.

As of January 31, 2018, there were 440.2 million Ordinary Shares outstanding.

Documents Incorporated By Reference

Portions of the Proxy Statement for the 2018 annual shareholders meeting are incorporated by reference into Part III.

TABLE OF CONTENTS
Part I2
Item 1.Business2
Item 1A.Risk Factors3
Item 1B.Unresolved Staff Comments5
Item 2.Properties5
Item 3.Legal Proceedings5
Item 4.Mine Safety Disclosures5
Part II6
Item 5.Market for the Registrant's Ordinary Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities6
Item 6.Selected Financial Data6
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations6
Item 7A.Quantitative and Qualitative Disclosures about Market Risk7
Item 8.Financial Statements and Supplementary Data7
Item 9.Change in and Disagreements with Accountants on Accounting and Financial Disclosure7
Item 9A.Controls and Procedures7
Item 9B.Other Information7
Part III8
Item 10.Directors, Executive Officers and Corporate Governance8
Item 11.Executive Compensation9
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters9
Item 13.Certain Relationships and Related Transactions, and Director Independence9
Item 14.Principal Accounting Fees and Services10
Part IV10
Item 15.Exhibits, Financial Statement Schedules10
Item 16.Form 10-K Summary14
SIGNATURES15

Part I

Next: Item 1. Business.