Cover and table of contents

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Cover and table of contents

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, 2019

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)
+3531637 2900
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Ordinary shares ($0.01 par value)ETNNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

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

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 ☐ No ☑

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. (Check one):

Large accelerated filer☑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 Act). Yes ☐ No ☑

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of June 30, 2019 was $35.0 billion.

As of January 31, 2020, there were 413.4 million Ordinary Shares outstanding.

Documents Incorporated By Reference

Portions of the Proxy Statement for the 2020 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
Item 4A.Information about our Executive Officers6
Part II7
Item 5.Market for the Registrant's Ordinary Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities7
Item 6.Selected Financial Data8
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations8
Item 7A.Quantitative and Qualitative Disclosures about Market Risk8
Item 8.Financial Statements and Supplementary Data8
Item 9.Change in and Disagreements with Accountants on Accounting and Financial Disclosure8
Item 9A.Controls and Procedures8
Item 9B.Other Information9
Part III9
Item 10.Directors, Executive Officers and Corporate Governance9
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.