Eaton (ETN) 10-K risk factor changes: FY2020 vs FY2019

If Eaton is unable to protect its information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network security breaches, product or service offerings could be compromised or operations could be disrupted or data confidentiality [removed: lost.][added: impaired.]

Eaton's global operations subject it to economic risk as Eaton's results of operations may be adversely affected by changes in government legislation, regulations and [removed: policies and] [added: policies, or] currency fluctuations.

Further, existing free trade laws and regulations provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with [removed: the] applicable classification and other requirements.

Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where we manufacture [removed: products] [added: products,] could have an impact on our business and financial results.

Eaton uses a variety of raw materials and components in its businesses, [removed: and significant] [added: and significant] shortages, price increases, or supplier insolvencies could [removed: increase operating] [added: increase operating] costs and adversely impact the competitive positions of [removed: Eaton's products.][added: Eaton's products.]

Information regarding current legal proceedings is presented in Note [removed: 8] [added: 10] and Note [removed: 9] [added: 11] of the Notes to the Consolidated Financial Statements.

Operational Risks

The coronavirus (COVID-19) outbreak has negatively impacted our results of operations.

As a result of the COVID-19 pandemic outbreak, authorities have implemented measures to try to contain the virus, such as travel bans and restrictions, shelter-in place-orders, and shut downs, and consumers have changed their demand patterns.

As a result, our operations and financial results have been impacted.

The degree to which COVID-19 impacts our future results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions resume.

Industry and Market Risks

Legal and Regulatory Risks

Some of these conditions are more likely in certain geographic regions in which Eaton operates.

Eaton Corporation plc (Eaton or the Company) is a power management company with [removed: 2019] [added: 2020] net sales of [removed: $21.4] [added: $17.9] billion.

Eaton has approximately [removed: 101,000] [added: 92,000] employees in 60 countries and sells products to customers in more than 175 countries.

Information by business segment regarding principal products, principal markets, methods of distribution and net sales is presented in Note [removed: 15] [added: 17] of the Notes to the Consolidated Financial Statements.

In [removed: 2019, 24%] [added: 2020, 20%] of these segments' sales were made to [removed: seven] [added: six] large distributors of electrical products and electrical systems and services.

In [removed: 2019, 13%] [added: 2020, 18%] of this segment's sales were made to [removed: five] [added: six] large original equipment manufacturers or distributors of agricultural, construction, and industrial equipment and parts.

In [removed: 2019, 26%] [added: 2020, 22%] of this segment's sales were made to [removed: three] [added: four] large original equipment manufacturers of aircraft.

In [removed: 2019, 61%] [added: 2020, 38%] of this segment's sales were made to [removed: ten] [added: four] large original equipment manufacturers of vehicles and related components.

In [removed: 2019, 23%] [added: 2020, 25%] of this segment's sales were made to five large original equipment manufacturers of vehicles, construction equipment and related components.

Eaton's major requirements for raw materials include iron, steel, copper, nickel, aluminum, brass, tin, silver, lead, titanium, rubber, plastic, electronic components, [removed: chemicals] [added: chemicals,] and fluids.

The Company's products are manufactured, marketed and sold [removed: under] [added: using] a portfolio of patents, trademarks, licenses, and other forms of intellectual property, some of which expire in the future.

Eaton's estimated capital expenditures for environmental control facilities are not expected to be material for [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

Information regarding the Company's liabilities related to environmental matters is presented in Note [removed: 8] [added: 10] of the Notes to the Consolidated Financial Statements.

COVID-19

Information related to the impact of the COVID-19 pandemic on the Company is presented in “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.

*Electrical Americas and Electrical Global*

In 2020, Eaton maintained appropriate levels of inventory to prevent shortages and stayed in close contact with its suppliers to manage the impact of the COVID-19 pandemic on the supply chain.

Human Capital Management

Eaton has approximately 92,000 employees globally.

The number of persons employed by our reportable segments and corporate in 2020 was as follows:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| (In thousands) | | | 2020 | | |

| Electrical Americas | | | 27 | | |

| Electrical Global | | | 25 | | |

| Hydraulics | | | 10 | | |

| Aerospace | | | 10 | | |

| Vehicle | | | 11 | | |

| eMobility | | | 1 | | |

| Corporate | | | 8 | | |

| Total number of persons employed | | | 92 | | |

Eaton uses and monitors a variety of metrics to ensure our objectives related to employee attraction, development, and retention are met.

Most notably, Eaton tracks the following:

*Diversity*

Eaton is committed to having a workforce that is diverse and inclusive at all levels, reflecting the diversity of our customers and communities.

Our success depends on our ability to attract and retain the best employees without regard to race, color, social or economic status, religion, national origin, marital status, age, veteran status, sexual orientation, gender identity, or any protected status.

It is the policy of the Company to make all decisions regarding employment, including hiring, compensation, training, promotions, transfers, or lay-offs, based on the principle of equal employment opportunity and without discrimination.

At December 31, 2020, Eaton’s distribution by gender, and United States distribution by minority status, was as follows:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (As of December 31, 2020) | | | | | | Total Global | | | | | | Number of women | | | | | | Percentage of women | | | | | | U.S. total | | | | | | Number of minorities (U.S. only) | | | | | | Percentage of minorities (U.S. only) | | |

| Board of directors | | | | | | 12 | | | | | | 4 | | | | | | 33.3 | | % | | | | 9 | | | | | | 2 | | | | | | 22.2 | | % |

| Global leadership team | | | | | | 26 | | | | | | 5 | | | | | | 19.2 | | % | | | | 24 | | | | | | 13 | | | | | | 54.2 | | % |

| Executives | | | | | | 594 | | | | | | 126 | | | | | | 21.2 | | % | | | | 412 | | | | | | 73 | | | | | | 17.7 | | % |

| Managers | | | | | | 7,479 | | | | | | 1,705 | | | | | | 22.8 | | % | | | | 3,877 | | | | | | 698 | | | | | | 18.0 | | % |

| All other employees | | | | | | 83,888 | | | | | | 27,722 | | | | | | 33.0 | | % | | | | 21,522 | | | | | | 7,276 | | | | | | 33.8 | | % |

| All employees | | | | | | 91,987 | | | | | | 29,558 | | | | | | 32.1 | | % | | | | 25,835 | | | | | | 8,060 | | | | | | 31.2 | | % |

At Eaton, one of our aspirational goals is to be a model of inclusion and diversity among our peers.

Our plan to achieve this goal encompasses a number of actions, including a detailed examination into our programs, practices, processes, and policies to look for opportunities to strengthen our support of underrepresented individuals, groups and businesses across our operations.

*Compensation*

A key component of Eaton’s attraction and retention strategy is competitive compensation.

Eaton regularly benchmarks its compensation strategies with industry peers to maintain a top performing workforce.

Eaton’s 2020 total employee costs was $5.2 billion.

*Electrical Products and Electrical Systems and Services*

Sales of this segment are historically higher in the first and second quarters and lower in the third and fourth quarters of the year.

In 2019, Eaton maintained appropriate levels of inventory to prevent shortages and did not experience any availability constraints.

*Order Backlog*

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 orders, only the amount of orders to which customers are firmly committed are included.

Using this criterion, total backlog at December 31, 2019 and 2018 was approximately $5.4 billion and $5.3 billion, respectively.

Backlog should not be relied upon as being indicative of results of operations for future periods.

Information regarding the Company's current legal proceedings is presented in Note [removed: 8] [added: 10] and Note [removed: 9] [added: 11] of the Notes to the Consolidated Financial Statements.

[removed: FORM 10-K][added: FORM 10-K]

For the year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

Commission file [removed: number 000-54863][added: number 000-54863]

| EATON CORPORATION plc | [added: | |]

| (Exact name of registrant as specified in its charter) | [added: | |]

| Ireland | | | | | [added: | | | | | | | | | |] 98-1059235 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | | | | | [added: | | | | | | | | | |] (IRS Employer Identification Number) | [added: | |]

| Eaton House, | [added: | |] 30 Pembroke Road, | [added: | |] Dublin 4, | [added: | |] Ireland | | [added: | | | |] D04 Y0C2 | [added: | |]

| (Address of principal executive offices) | | | | | [added: | | | | | | | | | |] (Zip Code) | [added: | |]

| | | | | | [added: | | | | | | | | | |] +353 | | [added: | | | |] 1637 2900 | | | | | [added: | | | | | | | | | |]

| | | [added: | | | |] (Registrant's telephone number, including area code) | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| Title of each class | | | [added: | | | | | |] Trading Symbol | | | | [added: | | | | | | | |] Name of each exchange on which registered | | | | | [added: | | | | | | | | | |]

| Ordinary shares ($0.01 par value) | | | [added: | | | | | |] ETN | | | | [added: | | | | | | | |] New York Stock Exchange | | | | | [added: | | | | | | | | | |]

| Securities registered pursuant to Section 12(g) of the Act: None | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| Large accelerated filer | [added: | |] ☑ | | [added: | | | |] Accelerated filer | [added: | |] ☐ | | [added: | | | |] Non-accelerated filer | [added: | |] ☐ | [added: | |]

| Smaller reporting company | [added: | |] ☐ | | [added: | | | |] Emerging growth company | [added: | |] ☐ | | | | [added: | | | | | | | |]

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of June 30, [removed: 2019] [added: 2020] was $35.0 billion.

As of January 31, [removed: 2020,] [added: 2021,] there were [removed: 413.4] [added: 398.1] million Ordinary Shares outstanding.

Portions of the Proxy Statement for the [removed: 2020] [added: 2021] annual shareholders meeting are incorporated by reference into Part III.

| TABLE OF CONTENTS | | | | [added: | | | | | | | |]

| [Item [removed: 1.](#s2EE6874E578652AEBDC715DA28EB1A0D)] [added: 1.](#ifab7067eea954b8bbefbf2188b995125_13)] | [removed: [Business](#s2EE6874E578652AEBDC715DA28EB1A0D)] | | [removed: [2](#s2EE6874E578652AEBDC715DA28EB1A0D)] [added: [Business](#ifab7067eea954b8bbefbf2188b995125_13)] | [added: | | | | | [2](#ifab7067eea954b8bbefbf2188b995125_13) | | |]

| [Item [removed: 1A.](#s6DD13C876B81572A922705CBDBD9746B)] [added: 1A.](#ifab7067eea954b8bbefbf2188b995125_16)] | [added: | |] [Risk [removed: Factors](#s6DD13C876B81572A922705CBDBD9746B)] [added: Factors](#ifab7067eea954b8bbefbf2188b995125_16)] | | [removed: [3](#s6DD13C876B81572A922705CBDBD9746B)] | [added: | | | [5](#ifab7067eea954b8bbefbf2188b995125_16) | | |]

| [Item [removed: 1B.](#sE25F44DDF22158F7801AEF281F651F71)] [added: 1B.](#ifab7067eea954b8bbefbf2188b995125_19)] | [added: | |] [Unresolved Staff [removed: Comments](#sE25F44DDF22158F7801AEF281F651F71)] [added: Comments](#ifab7067eea954b8bbefbf2188b995125_19)] | | [removed: [5](#sE25F44DDF22158F7801AEF281F651F71)] | [added: | | | [7](#ifab7067eea954b8bbefbf2188b995125_19) | | |]

| [Item [removed: 2.](#sF7EDC85070B65F99AD29A88F9BA9BF14)] [added: 2.](#ifab7067eea954b8bbefbf2188b995125_22)] | [removed: [Properties](#sF7EDC85070B65F99AD29A88F9BA9BF14)] | | [removed: [5](#sF7EDC85070B65F99AD29A88F9BA9BF14)] [added: [Properties](#ifab7067eea954b8bbefbf2188b995125_22)] | [added: | | | | | [7](#ifab7067eea954b8bbefbf2188b995125_22) | | |]

| [Item [removed: 3.](#sE310B39D7CE4583887AE32C640836486)] [added: 3.](#ifab7067eea954b8bbefbf2188b995125_25)] | [added: | |] [Legal [removed: Proceedings](#sE310B39D7CE4583887AE32C640836486)] [added: Proceedings](#ifab7067eea954b8bbefbf2188b995125_25)] | | [removed: [5](#sE310B39D7CE4583887AE32C640836486)] | [added: | | | [7](#ifab7067eea954b8bbefbf2188b995125_25) | | |]

| [Item [removed: 4.](#sBDAB938CCC1F52A59B6F128AF3CEAD9E)] [added: 4.](#ifab7067eea954b8bbefbf2188b995125_28)] | [added: | |] [Mine Safety [removed: Disclosures](#sBDAB938CCC1F52A59B6F128AF3CEAD9E)] [added: Disclosures](#ifab7067eea954b8bbefbf2188b995125_28)] | | [removed: [5](#sBDAB938CCC1F52A59B6F128AF3CEAD9E)] | [added: | | | [7](#ifab7067eea954b8bbefbf2188b995125_28) | | |]

| [Item [removed: 4A.](#s92910e27d6d44240a1a6d7f317bb1038)] [added: 4A.](#ifab7067eea954b8bbefbf2188b995125_31)] | [added: | |] [Information about our Executive [removed: Officers](#s92910e27d6d44240a1a6d7f317bb1038)] [added: Officers](#ifab7067eea954b8bbefbf2188b995125_31)] | | [removed: [6](#s92910e27d6d44240a1a6d7f317bb1038)] | [added: | | | [8](#ifab7067eea954b8bbefbf2188b995125_31) | | |]

| [Item [removed: 5.](#s58C6CB94864D531794A163AF019FF520)] [added: 5.](#ifab7067eea954b8bbefbf2188b995125_37)] | [added: | |] [Market for the Registrant's Ordinary Equity, Related Stockholder Matters and [removed: Issuer Purchases] [added: Issuer](#ifab7067eea954b8bbefbf2188b995125_37)[ ](#ifab7067eea954b8bbefbf2188b995125_37)[Purchases] of Equity [removed: Securities](#s58C6CB94864D531794A163AF019FF520)] [added: Securities](#ifab7067eea954b8bbefbf2188b995125_37)] | | [removed: [7](#s58C6CB94864D531794A163AF019FF520)] | [added: | | | [9](#ifab7067eea954b8bbefbf2188b995125_37) | | |]

| [Item [removed: 6.](#s384B87529CF45146A3CF45397B08DA2C)] [added: 6.](#ifab7067eea954b8bbefbf2188b995125_40)] | [added: | |] [Selected Financial [removed: Data](#s384B87529CF45146A3CF45397B08DA2C)] [added: Data](#ifab7067eea954b8bbefbf2188b995125_40)] | | [removed: [8](#s384B87529CF45146A3CF45397B08DA2C)] | [added: | | | [10](#ifab7067eea954b8bbefbf2188b995125_40) | | |]

| [Item [removed: 7.](#sAADA6BB1B8EB5324BE2BA31F70607D9E)] [added: 7.](#ifab7067eea954b8bbefbf2188b995125_43)] | [added: | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sAADA6BB1B8EB5324BE2BA31F70607D9E)] [added: Operations](#ifab7067eea954b8bbefbf2188b995125_43)] | | [removed: [8](#sAADA6BB1B8EB5324BE2BA31F70607D9E)] | [added: | | | [10](#ifab7067eea954b8bbefbf2188b995125_43) | | |]

| [Item [removed: 7A.](#s94536C1CE46A52C196C4C4B94529646D)] [added: 7A.](#ifab7067eea954b8bbefbf2188b995125_46)] | [added: | |] [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s94536C1CE46A52C196C4C4B94529646D)] [added: Risk](#ifab7067eea954b8bbefbf2188b995125_46)] | | [removed: [8](#s94536C1CE46A52C196C4C4B94529646D)] | [added: | | | [10](#ifab7067eea954b8bbefbf2188b995125_46) | | |]

| [Item [removed: 8.](#sF466705214705AD3BE35809DA857F89D)] [added: 8.](#ifab7067eea954b8bbefbf2188b995125_49)] | [added: | |] [Financial Statements and Supplementary [removed: Data](#sF466705214705AD3BE35809DA857F89D)] [added: Data](#ifab7067eea954b8bbefbf2188b995125_49)] | | [removed: [8](#sF466705214705AD3BE35809DA857F89D)] | [added: | | | [10](#ifab7067eea954b8bbefbf2188b995125_49) | | |]

| [Item [removed: 9.](#s933CB66ECCDC587C8E8331D80D2458C1)] [added: 9.](#ifab7067eea954b8bbefbf2188b995125_52)] | [added: | |] [Change in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s933CB66ECCDC587C8E8331D80D2458C1)] [added: Disclosure](#ifab7067eea954b8bbefbf2188b995125_52)] | | [removed: [8](#s933CB66ECCDC587C8E8331D80D2458C1)] | [added: | | | [10](#ifab7067eea954b8bbefbf2188b995125_52) | | |]

| [Item [removed: 9A.](#s39EBDD95F59B5E1C9C557B85D3CA9A10)] [added: 9A.](#ifab7067eea954b8bbefbf2188b995125_55)] | [added: | |] [Controls and [removed: Procedures](#s39EBDD95F59B5E1C9C557B85D3CA9A10)] [added: Procedures](#ifab7067eea954b8bbefbf2188b995125_55)] | | [removed: [8](#s39EBDD95F59B5E1C9C557B85D3CA9A10)] | [added: | | | [10](#ifab7067eea954b8bbefbf2188b995125_55) | | |]

| [Item [removed: 9B.](#sDCA9B93FCF435B3EA6D23A41DDC9783A)] [added: 9B.](#ifab7067eea954b8bbefbf2188b995125_58)] | [added: | |] [Other [removed: Information](#sDCA9B93FCF435B3EA6D23A41DDC9783A)] [added: Information](#ifab7067eea954b8bbefbf2188b995125_58)] | | [removed: [9](#sDCA9B93FCF435B3EA6D23A41DDC9783A)] | [added: | | | [11](#ifab7067eea954b8bbefbf2188b995125_58) | | |]

| [Part [removed: III](#s73E7DA7AFFDE589E8E79853B38F5289F)] [added: III](#ifab7067eea954b8bbefbf2188b995125_61)] | | | [removed: [9](#s73E7DA7AFFDE589E8E79853B38F5289F)] | [added: | | | | | [11](#ifab7067eea954b8bbefbf2188b995125_61) | | |]

| [Item [removed: 10.](#sDAB6E6F7B3B056559DD2C4630A44C59C)] [added: 10.](#ifab7067eea954b8bbefbf2188b995125_64)] | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#sDAB6E6F7B3B056559DD2C4630A44C59C)] [added: Governance](#ifab7067eea954b8bbefbf2188b995125_64)] | | [removed: [9](#sDAB6E6F7B3B056559DD2C4630A44C59C)] | [added: | | | [11](#ifab7067eea954b8bbefbf2188b995125_64) | | |]

| [Item [removed: 11.](#sF4BD2A729DBF50A8A1D7331F14CFBFA3)] [added: 11.](#ifab7067eea954b8bbefbf2188b995125_67)] | [added: | |] [Executive [removed: Compensation](#sF4BD2A729DBF50A8A1D7331F14CFBFA3)] [added: Compensation](#ifab7067eea954b8bbefbf2188b995125_67)] | | [removed: [9](#sF4BD2A729DBF50A8A1D7331F14CFBFA3)] | [added: | | | [11](#ifab7067eea954b8bbefbf2188b995125_67) | | |]

| [Item [removed: 12.](#s929124C8DFAA5E7F86B25C6DF84E9221)] [added: 12.](#ifab7067eea954b8bbefbf2188b995125_70)] | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s929124C8DFAA5E7F86B25C6DF84E9221)] [added: Matters](#ifab7067eea954b8bbefbf2188b995125_70)] | | [removed: [9](#s929124C8DFAA5E7F86B25C6DF84E9221)] | [added: | | | [11](#ifab7067eea954b8bbefbf2188b995125_70) | | |]

| | | |

| --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| [Part I](#ifab7067eea954b8bbefbf2188b995125_10) | | | | | | | | | [2](#ifab7067eea954b8bbefbf2188b995125_10) | | |

| [Part II](#ifab7067eea954b8bbefbf2188b995125_34) | | | | | | | | | [9](#ifab7067eea954b8bbefbf2188b995125_34) | | |

| [Part IV](#ifab7067eea954b8bbefbf2188b995125_79) | | | | | | | | | [12](#ifab7067eea954b8bbefbf2188b995125_79) | | |

| [SIGNATURES](#ifab7067eea954b8bbefbf2188b995125_88) | | | | | | | | | [17](#ifab7067eea954b8bbefbf2188b995125_88) | | |

| |

| --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | |

| --- | --- | --- | --- |

| [Part I](#s0DF5BB24F33D5BEF8EAC90380C4A1F5C) | | | [2](#s0DF5BB24F33D5BEF8EAC90380C4A1F5C) |

| [Part II](#sCE5A23E5311D5FB590E2DF88EB8B4FE1) | | | [7](#sCE5A23E5311D5FB590E2DF88EB8B4FE1) |

| [Part IV](#s142F7AEB244B5A6BA62777F5882EAB67) | | | [10](#s142F7AEB244B5A6BA62777F5882EAB67) |

| [SIGNATURES](#sEE2944BBBD9F53C0A7C910CD156E5743) | | | [15](#sEE2944BBBD9F53C0A7C910CD156E5743) |

The Company maintains manufacturing facilities at approximately [removed: 284] [added: 267] locations in [removed: 41] [added: 39] countries.

A listing of executive officers, their ages, positions and offices held over the past five years, as of February 1, [removed: 2020,] [added: 2021,] follows:

| Name | | [added: | | | |] Age | | [added: | | | |] Position (Date elected to position) | [added: | |]

| Craig Arnold | | [removed: 59] | | [added: | | 60 | | | | | |] Chairman of Eaton Corporation plc (June 1, 2016 - present) | [added: | |]

| | | | | [added: | | | | | | | |] Chief Executive Officer of Eaton Corporation (June 1, 2016 - present) | [added: | |]

| | | | | [added: | | | | | | | |] Director of Eaton Corporation plc (September 1, 2015 - present) | [added: | |]

| | | | | [added: | | | | | | | |] President and Chief Operating Officer of Eaton Corporation | [added: | |]

| | | | | [added: | | | | | | | |] (September 1, 2015 - May 31, 2016) | [added: | |]

| | | | | [removed: Vice Chairman and] [added: | | | | | | | |] Chief Operating Officer - Industrial Sector of Eaton Corporation | [added: | |]

| Richard H. Fearon | | [removed: 63] | | [added: | | 64 | | | | | |] Director of Eaton Corporation plc (September 1, 2015 - present) | [added: | |]

| | | | | [added: | | | | | | | |] Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation | [added: | |]

| | | | | [added: | | | | | | | |] (April 24, 2002 - present) | [added: | |]

| Uday Yadav | | [removed: 56] | | [added: | | 57 | | | | | |] President and Chief Operating Officer - Electrical Sector of Eaton Corporation | [added: | |]

| | | | | [added: | | | | | | | |] (July 1, 2019 - present) | [added: | |]

| [added: Heath B. Monesmith] | | | | [added: | | 50 | | | | | | President and] Chief Operating Officer - Industrial Sector of Eaton Corporation | [added: | |]

| | | | | [added: | | | | | | | |] (September 1, 2015 - June 30, 2019) | [added: | |]

| [added: Nandakumar Cheruvatath] | | | | [added: | | 59 | | | | | |] President [removed: of] [added: -] Aerospace Group of Eaton Corporation [added: (September 1, 2015 - present)] | [added: | |]

| | | | | [added: | | | | | | | |] Executive Vice President and General Counsel of Eaton Corporation | [added: | |]

| | | | | [added: | | | | | | | |] (March 1, 2017 - January 6, 2020) | [added: | |]

| | | | | [added: | | | | | | | |] Senior Vice President and Deputy General Counsel of Eaton Corporation | [added: | |]

| | | | | [added: | | | | | | | |] (May 15, 2015 - March 1, 2017) | [added: | |]

| [added: Thomas B. Okray] | | | | [added: | | 58 | | | | | | Executive] Vice President and Chief [removed: Counsel - Litigation] [added: Financial Officer-Elect] of Eaton Corporation | [added: | |]

| April Miller Boise | | [removed: 51] | | [added: | | 52 | | | | | |] Executive Vice President, General Counsel and Secretary of Eaton Corporation | [added: | |]

| | | | | [added: | | | | | | | |] (January 6, 2020 - present) | [added: | |]

| | | | | [added: | | | | | | | |] Senior Vice President, Chief Legal Officer and Corporate Secretary of Meritor, Inc. | [added: | |]

| | | | | [added: | | | | | | | |] (August 15, 2016 - December 13, 2019) | [added: | |]

| | | | | [added: | | | | | | | |] Senior Vice President, General Counsel, Head of Global Mergers and Acquisitions, | [added: | |]

| | | | | [added: | | | | | | | |] and Corporate Secretary of Avintiv, Inc. (March 23, 2015 - December 31, 2015) | [added: | |]

| Ernest W. Marshall, Jr. | | [removed: 51] | | [added: | | 52 | | | | | |] Executive Vice President and Chief Human Resources Officer of Eaton Corporation | [added: | |]

| | | | | [added: | | | | | | | |] (July 1, 2018 - present) | [added: | |]

| | | | | [added: | | | | | | | |] Vice President - Human Resources, Aviation Division of General Electric | [added: | |]

| | | | | [added: | | | | | | | |] (August 1, 2013 - June 30, 2018) | [added: | |]

| Ken D. Semelsberger | | [removed: 58] | | [added: | | 59 | | | | | |] Senior Vice President and Controller of Eaton Corporation | [added: | |]

| | | | | [added: | | | | | | | |] (November 1, 2013 - present) | [added: | |]

| Joao V. Faria | | [removed: 55] | | [added: | | 56 | | | | | |] President - Vehicle Group of Eaton Corporation (May 1, 2017 - present) | [added: | |]

| | | | | [added: | | | | | | | |] Vice President and General Manager, Latin America, Electrical Sector and | [added: | |]

| | | | | [added: | | | | | | | |] President, Latin America (August 1, 2013 - April 30, 2017) | [added: | |]

| Paulo Ruiz Sternadt | | [removed: 45] | | [added: | | 46 | | | | | |] President - Hydraulics Group of Eaton Corporation (April 1, 2019 - present) | [added: | |]

| | | | | [added: | | | | | | | |] Chief Executive Officer - Dresser Rand, a Siemens business | [added: | |]

| | | | | [added: | | | | | | | |] (October 19, 2017 - March 30, 2019) | [added: | |]

| | | | | [added: | | | | | | | |] Executive Vice President - Global Solutions and New Technologies & Strategic | [added: | |]

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | (January 2021 - present) | | |

| | | | | | | | | | | | | Senior Vice President and Chief Financial Officer of W.W. Grainger, Inc. | | |

| | | | | | | | | | | | | (April 2018 - December 2020) | | |

| | | | | | | | | | | | | Executive Vice President and Chief Financial Officer of Advance Auto Parts, Inc. | | |

| | | | | | | | | | | | | (October 2016 - April 2018) | | |

| | | | | | | | | | | | | Vice President, Finance, Global Customer Fulfillment of Amazon.com, Inc. | | |

| | | | | | | | | | | | | (July 2015 - September 2016) | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | (July 1, 2019 - present) | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | (February 1, 2009 - August 31, 2015) |

| | | | | (August 1, 2012 - August 31, 2015) |

| Heath B. Monesmith | | 49 | | President and Chief Operating Officer - Industrial Sector of Eaton Corporation |

| | | | | (November 30, 2012 - May 15, 2015) |

| | | | | Vice President, General Counsel, Corporate Secretary and Chief Privacy Officer of |

| | | | | Veyance Technologies, Inc. (January 1, 2011 - January 30, 2015) |

| Nandakumar Cheruvatath | | 58 | | President - Aerospace Group of Eaton Corporation (September 1, 2015 - present) |

| | | | | Executive Vice President, Eaton Business System (August 1, 2012 - August 31, 2015) |

| | | | | President, Power Quality Division, Electrical Sector - Americas |

| | | | | (August 15, 2012 - May 14, 2015) |

At December 31, [removed: 2019,] [added: 2020,] there were [removed: 12,072] [added: 11,390] holders of record of the Company's ordinary shares.

Additionally, [removed: 17,699] [added: 16,400] current and former employees were shareholders through participation in the Eaton Savings Plan (ESP), the Eaton Personal Investment Plan (EPIP), and the Eaton Puerto Rico Retirement Savings Plan.

Eaton may be required to deduct Irish dividend withholding tax (“IDWT”, currently at a rate of 25%) from dividends paid to shareholders who are not tax residents of Ireland even though they are not [removed: be] subject to this tax.

During the fourth quarter of [removed: 2019, 0.6] [added: 2020, 1.2] million ordinary shares were repurchased in the open market at a total cost of [removed: $51.][added: $131 million.]

A summary of the shares repurchased in the fourth quarter of [removed: 2019] [added: 2020] follows:

| Month | | [added: | | | |] Total number of shares purchased | | | [added: | | |] Average price paid per share | | | | [added: | |] Total number of shares purchased as part of publicly announced plans or programs | | | [added: | | |] Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,225 | |

| November | | | | | | 685,999 | | | | | | $ | 110.17 | | | | | 685,999 | | | | | | $ | 2,149 | |

| December | | | | | | 476,491 | | | | | | $ | 115.74 | | | | | 476,491 | | | | | | $ | 2,094 | |

| Total | | | | | | 1,162,490 | | | | | | $ | 112.45 | | | | | 1,162,490 | | | | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October | | — | | | $ | — | | | — | | | $ | 3,753 | |

| November | | 545,499 | | | $ | 90.17 | | | 545,499 | | | $ | 3,704 | |

| December | | 19,838 | | | $ | 91.23 | | | 19,838 | | | $ | 3,702 | |

| Total | | 565,337 | | | $ | 90.21 | | | 565,337 | | | | | |

Information regarding selected quarterly financial information for [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] is presented in “Quarterly Data” of this Form 10-K.

Based on that evaluation, Eaton's management concluded that the Company's disclosure controls and procedures were effective as of December 31, [removed: 2019.][added: 2020.]

“Report of Independent Registered Public Accounting Firm” relating to internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] is included in Item 15 of this Form 10-K.

During the fourth quarter of [removed: 2019,] [added: 2020,] 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 [removed: businesses] [added: the business] acquired in [removed: 2019] [added: 2020] on Eaton's internal control over financial reporting.

Information required with respect to the directors of the Company is set forth under the caption “Election of Directors” in the Company's definitive Proxy Statement to be filed on or about March [removed: 13, 2020,] [added: 19, 2021,] and is incorporated by reference.

There were no changes during the fourth quarter [removed: 2019] [added: 2020] to the procedures by which security holders may recommend nominees to the Company's Board of Directors.

Information related to the Audit Committee, and members of the Committee who are financial experts, is set forth under the caption “Board Committees - Audit Committee” in the definitive Proxy Statement to be filed on or about March [removed: 13, 2020,] [added: 19, 2021,] and is incorporated by reference.

Information required with respect to executive compensation is set forth under the caption “Compensation Discussion and Analysis” in the Company's definitive Proxy Statement to be filed on or about March [removed: 13, 2020,] [added: 19, 2021,] and is incorporated by reference.

Information required with respect to securities authorized for issuance under equity-based compensation plans is set forth under the caption “Equity Compensation Plans” in the Company's definitive Proxy Statement to be filed on or about March [removed: 13, 2020,] [added: 19, 2021,] and is incorporated by reference.

Information required with respect to security ownership of certain beneficial owners, is set forth under the caption “Share Ownership Tables” in the Company's definitive Proxy Statement to be filed on or about March [removed: 13, 2020,] [added: 19, 2021,] and is incorporated by reference.

Information required with respect to certain relationships and related transactions is set forth under the caption “Review of Related Person Transactions” in the Company's definitive Proxy Statement to be filed on or about March [removed: 13, 2020,] [added: 19, 2021,] and is incorporated by reference.

Information required with respect to director independence is set forth under the caption “Director Independence” in the Company's definitive Proxy Statement to be filed on or about March [removed: 13, 2020,] [added: 19, 2021,] and is incorporated by reference.

Information required with respect to principal accountant fees and services is set forth under the caption “Audit Committee Report” in the Company's definitive Proxy Statement to be filed on or about March [removed: 13, 2020,] [added: 19, 2021,] and is incorporated by reference.

[removed: |] (a) [removed: |] (1) The reports of the independent registered public accounting firm, consolidated financial statements and notes to consolidated financial statements are included in Item 8 above: [removed: |]

Consolidated Statements of Income - Years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

Consolidated Statements of Comprehensive Income - Years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

Consolidated Balance Sheets - December 31, [removed: 2019] [added: 2020] and [removed: 2018][added: 2019]

Consolidated Statements of Cash Flows - Years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

Consolidated Statements of Shareholders' Equity - Years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

| 3 (i) | [added: | |] [Certificate of Incorporation - Incorporated by reference to the Form S-8 filed November 30, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex41.htm) | | [added: | | | |]

| 3 (ii) | [added: | |] [Amended and restated Memorandum and Articles of Incorporation - Incorporated by reference to the Form 8-K Report filed on May 1, 2017](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000127/armemorandumarticles2017.htm) | | [added: | | | |]

| 4.1 | [added: | |] [Description of Eaton Corporation plc’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 [removed: - Filed in conjunction with this] [added: (incorporated by reference to Exhibit 4.1 of the registrant's] Form 10-K [removed: Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118220000050/etn1231201941.htm)] [added: filed on February 26, 2020)](https://www.sec.gov/Archives/edgar/data/1551182/000155118220000050/etn1231201941.htm)] | | [added: | | | |]

| 4.2 | [added: | |] [Indenture dated as of November 20, 2012, among Turlock Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of Eaton Corporation plc's Form 8-K Current Report filed on November 26, 2012 (Commission File No. 333-182303))](http://www.sec.gov/Archives/edgar/data/1551182/000119312512480576/d443829dex41.htm) | | [added: | | | |]

| 4.3 | [added: | |] [Supplemental Indenture No. 1, dated as of November 30, 2012, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of the registrant's Form S-4 filed on September 6, 2013)](http://www.sec.gov/Archives/edgar/data/31277/000119312513359886/d576218dex42.htm) | | [added: | | | |]

| 4.4 | [added: | |] [Supplemental Indenture No. 2, dated as of January 8, 2013, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 of the registrant's Form S-4 filed on September 6, 2013)](http://www.sec.gov/Archives/edgar/data/31277/000119312513359886/d576218dex43.htm) | | [added: | | | |]

| 4.5 | [added: | |] [Supplemental Indenture No. 3, dated as of December 20, 2013, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 of the registrant's Form 10-K filed on February 28, 2018)](http://www.sec.gov/Archives/edgar/data/1551182/000155118218000074/etn12312017ex44.htm) | | [added: | | | |]

| 4.6 | [added: | |] [Supplemental Indenture No. 4, dated as of December 20, 2017 and effective as of January 1, 2018, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.5 of the registrant's Form 10-K filed on February 28, 2018)](http://www.sec.gov/Archives/edgar/data/1551182/000155118218000074/etn12312017ex45.htm) | | [added: | | | |]

| 4.7 | [added: | |] [Supplemental Indenture No. 5, dated as of February 16, 2018, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.6 of the registrant's Form 10-K filed on February 28, 2018)](http://www.sec.gov/Archives/edgar/data/1551182/000155118218000074/etn12312017ex46.htm) | | [added: | | | |]

| 4.8 | [added: | |] Pursuant to Regulation S-K Item 601(b)(4), Eaton agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its long-term debt other than those set forth in Exhibits (4.2 - 4.7) hereto | | [added: | | | |]

| 10 | [added: | |] Material contracts | | [added: | | | |]

| | [added: | |] (a) | [added: | |] [Senior Executive Incentive Compensation Plan (effective February 27, 2013) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10a.htm) | [added: | |]

| | [added: | |] (b) | [added: | |] [Deferred Incentive Compensation Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007](http://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wf.txt) | [added: | |]

| | [added: | |] (c) | [added: | |] [First Amendment to Deferred Incentive Compensation Plan II - Incorporated by reference to the Form S-8 filed November 30, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex412.htm) | [added: | |]

| | [added: | |] (d) | [added: | |] [Excess Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007](http://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wg.txt) | [added: | |]

| | [added: | |] (e) | [added: | |] [First Amendment to Excess Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10e.htm) | [added: | |]

| | [added: | |] (f) | [added: | |] [Incentive Compensation Deferral Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007](http://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wh.txt) | [added: | |]

| | [added: | |] (g) | [added: | |] [First Amendment to Incentive Compensation Deferral Plan II - Incorporated by reference to the Form S-8 filed November 30, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex411.htm) | [added: | |]

| | [added: | |] (h) | [added: | |] [Limited Eaton Service Supplemental Retirement Income Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007](http://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wi.txt) | [added: | |]

| | [added: | |] (i) | [added: | |] [First Amendment to Limited Eaton Service Supplemental Retirement Income Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10i.htm) | [added: | |]

| | [added: | |] (j) | [added: | |] [Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007](http://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wj.txt) | [added: | |]

| | [added: | |] (k) | [added: | |] [First Amendment to Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10k.htm) | [added: | |]

| | [added: | |] (l) | [added: | |] [Form of Restricted Share Unit Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015](http://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10l.htm) | [added: | |]

| | [added: | |] (m) | [added: | |] [Form of Restricted Share Award Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015](http://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10m.htm) | [added: | |]

| | [added: | |] (n) | [added: | |] [Form of Restricted Share Agreement (Non-Employee Directors) - Incorporated by reference to the Form 8-K Report filed February 1, 2010](http://www.sec.gov/Archives/edgar/data/31277/000095012310007207/l38711exv10w2.htm) | [added: | |]

| | [added: | |] (o) | [added: | |] [Form of Directors' Restricted Share Unit Agreement - Incorporated by reference to the Form 10-K report for the year ended December 31, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10o.htm) | [added: | |]

| | [added: | |] (p) | [added: | |] [Form of Stock Option Agreement for Executives - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015](http://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10p.htm) | [added: | |]

| | [added: | |] (q) | [added: | |] [Form of Stock Option Agreement for Non-Employee Directors (2008) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007](http://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wq.txt) | [added: | |]

| | [added: | |] (r) | [added: | |] [Amended and Restated 2002 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex48.htm) | [added: | |]

| | [added: | |] (s) | [added: | |] [Amended and Restated 2004 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex47.htm) | [added: | |]

| | [added: | |] (t) | [added: | |] [Amended and Restated 2008 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex46.htm) | [added: | |]

| | [added: | |] (u) | [added: | |] [Second Amended and Restated 2009 Stock Plan - Incorporated by reference to Form S-8 filed November 30, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex45.htm) | [added: | |]

| | [added: | |] (v) | [added: | |] [Amended and Restated 2012 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex44.htm) | [added: | |]

| | [added: | |] (w) | [added: | |] [Amendment to Amended and Restated 2012 Stock Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10w.htm) | [added: | |]

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | |

| --- | --- |

| | | |

| --- | --- | --- |

| | | | [added: | | | | | |] EATON CORPORATION plc | [added: | |]

| | | | [added: | | | | | |] Registrant | [added: | |]

| Date: | [added: | |] February [removed: 26, 2020] [added: 24, 2021] | [added: | |] By: | [added: | |] /s/ Richard H. Fearon | [added: | |]

| | | | [added: | | | | | |] Richard H. Fearon | [added: | |]

| | | | [added: | | | | | |] (On behalf of the registrant and as Principal Financial Officer) | [added: | |]

Date: February [removed: 26, 2020][added: 24, 2021]

| Signature | | [added: | | | |] Title | | | | | [added: | | | | | | | | | |]

| /s/ Craig Arnold | | | | [added: | | | | | | | |] /s/ Richard H. Fearon | | | [added: | | | | | |]

| Craig Arnold | | [added: | | | |] Chairman, Principal Executive Officer; Director | | [added: | | | |] Richard H. Fearon | | [added: | | | |] Principal Financial Officer, Director | [added: | |]

| /s/ Ken D. Semelsberger | | | | [added: | | | | | | | |] * | | | [added: | | | | | |]

| Ken D. Semelsberger | | [added: | | | |] Principal Accounting Officer | | [removed: Todd] [added: | | | | Christopher] M. [removed: Bluedorn] [added: Connor] | | [added: | | | |] Director | [added: | |]

| [removed: Christopher M. Connor] [added: Michael J. Critelli] | | [added: | | | |] Director | | [removed: Michael J. Critelli] | | [added: | | Olivier Leonetti | | | | | |] Director | [added: | |]

| [removed: Olivier Leonetti] [added: Deborah L. McCoy] | | [added: | | | |] Director | | [removed: Deborah L. McCoy] | | [added: | | Silvio Napoli | | | | | |] Director | [added: | |]

| [removed: *] [added: Gregory R. Page] | | | | [removed: /s/ Gregory R. Page] | | [added: Director] | [added: | | | | | Sandra Pianalto | | | | | | Director | | |]

| [removed: Sandra Pianalto] [added: Lori J. Ryerkerk] | | [added: | | | |] Director | | [added: | | | |] Gerald B. Smith | | [added: | | | |] Director | [added: | |]

| Dorothy C. Thompson | | [added: | | | |] Director | | | | | [added: | | | | | | | | | |]

| *By | | [added: | | | |] /s/ Richard H. Fearon | [added: | |]

| | | [added: | | | |] Richard H. Fearon, Attorney-in-Fact for the officers and directors signing in the capacities indicated | [added: | |]

We have audited the accompanying consolidated balance sheets of Eaton Corporation plc (“the Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 26, 2020] [added: 24, 2021] expressed an unqualified opinion thereon.

| | [added: | |] Unrecognized Income Tax Benefits | [added: | |]

| *Description of the Matter* | [added: | |] As discussed in Note [removed: 9] [added: 11] to the consolidated financial statements, the Company had gross unrecognized income tax benefits of [removed: $1,001] [added: $1,036] million related to its uncertain tax positions at December 31, [removed: 2019.] [added: 2020.] Unrecognized income tax benefits are recorded under the two-step recognition and measurement principles when a tax position does not meet the more likely than not standard, or if a tax position meets the more likely than not standard, but the financial statement tax benefit is reduced as part of the measurement step. The balance of unrecognized income tax benefits is comprised of uncertain tax positions which meet the more likely than not standard, but the financial statement tax benefit has been reduced as part of measuring the tax position. Auditing management’s analysis of its uncertain tax positions and resulting unrecognized income tax benefits is complex as each tax position carries unique facts and circumstances that must be evaluated and ultimate resolution is dependent on uncontrollable factors such as the prospect of retroactive regulations, new case law, the willingness of the income tax authority to settle the issue, including the timing [removed: thereof;] [added: thereof,] and other factors. | [added: | |]

| *How We Addressed the Matter in Our Audit* | [added: | |] We obtained an understanding, evaluated the design and tested the operating effectiveness of management’s controls related to uncertain tax positions. For example, we tested controls over management’s application of the two-step recognition and measurement principles and management’s review of the inputs and resultant calculations of unrecognized income tax benefits, as well as the identification of uncertain tax positions. We also evaluated the Company’s assessment of its uncertain tax positions. Our audit procedures included evaluating management’s accounting policies and documentation to assess the appropriateness and consistency of the methods and assumptions used to develop its uncertain tax positions and related unrecognized income tax benefit amounts by jurisdiction. We also tested the completeness and accuracy of the underlying data used by the Company. For example, we compared the unrecognized income tax benefits recorded with similar positions in prior periods and assessed management’s consideration of current tax controversy and litigation and trends in similar positions challenged by tax authorities. We also assessed the historical accuracy of management’s estimates of its unrecognized income tax benefits with the resolution of those positions. In addition, we involved tax subject matter professionals to evaluate the application of relevant tax laws in the Company’s recognition determination. Further, we tested the Company’s release of previously recorded unrecognized income tax benefits, which along with the recording of additional unrecognized tax benefits, impacts the Company’s tax provision. We have also evaluated the Company’s income tax disclosures in relation to these matters. | [added: | |]

| | [added: | |] Reallocation of Goodwill related to the Divestiture of the [removed: Lighting Business] [added: Hydraulics Business and the Re-segmentation of certain Operating Segments] | [added: | |]

| *Description of the Matter* | [removed: In October 2019, the Company announced the planned sale of its lighting, lighting controls and connected lighting solutions business (collectively referred to as “Lighting”) as] [added: | | As] discussed [removed: further] in Notes 2 and [removed: 4] [added: 6] to the consolidated financial [removed: statements] [added: statements, in January 2020 the Company entered into an agreement to sell its Hydraulics business to Danfoss A/S for $3.3 billion in cash] and classified [removed: Lighting] [added: the assets and liabilities of the Hydraulics business being sold (“Hydraulics”)] as held for sale. In conjunction with [removed: the] classification of [removed: Lighting] [added: Hydraulics] as held for sale, management reassigned goodwill [removed: to the Lighting business and the impacted reporting unit] using a relative fair value [removed: allocation.] [added: allocation to both Hydraulics and the Filtration and Golf Grip businesses previously included in the Hydraulics operating segment and subsequently included within the Aerospace operating segment as part of the re-segmentation described below.] Goodwill of [removed: $470] [added: $907] million was allocated [added: to Hydraulics] as part of [added: the] classifying [removed: Lighting] [added: Hydraulics] assets as held for sale in the [removed: fourth] [added: first] quarter. [added: Additionally, during the first quarter of 2020, as discussed in Note 6 to the consolidated financial statements, the Company re-segmented certain operating segments due to a reorganization of the Company’s businesses. Specific to the Electrical business, the Company replaced the previous Electrical Products and Electrical Systems and Services segments with the Electrical Americas and the Electrical Global segments (collectively referred to as the “New Electrical Segments”). Management reassigned goodwill to the New Electrical Segments using a relative fair value allocation which resulted in goodwill of $6.4 billion and $4.0 billion being allocated to the Electrical Americas and Electrical Global operating segments, respectively.] Auditing the Company's [removed: allocation] [added: reallocation] of goodwill to [added: Hydraulics and] the [removed: Lighting business] [added: New Electrical Segments] was complex due to the significant estimation required to determine [added: each of] the fair [removed: value] [added: values] of [removed: Lighting and] the impacted reporting [removed: unit. The] [added: units referred to above. These] fair value estimates were sensitive to significant assumptions such as the [removed: weighted average] [added: weighted-average] cost of capital, revenue growth rates, operating [removed: margins,] [added: margins] and [removed: perpetual growth rates,] [added: the terminal values,] which are affected by expectations about future market or economic conditions. | [added: | |]

| *How We Addressed the Matter in Our Audit* | [added: | |] We obtained an understanding, evaluated the design and tested the operating effectiveness of management’s controls over the goodwill allocation [removed: process.] [added: processes.] For example, we tested controls over management’s review of the significant assumptions described above along with the completeness and accuracy of the data used in [removed: the] [added: these] fair value estimates. To test the estimated fair value of [removed: Lighting and] the [removed: Company’s] impacted reporting [removed: unit,] [added: units,] our audit procedures included, among others, evaluating the Company’s fair value methodology, testing the significant assumptions discussed above and testing the underlying data used by the Company in [added: each of] its [removed: analysis.] [added: analyses.] For example, we compared the significant assumptions used by management to current industry and economic trends. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair [removed: value] [added: values] of [removed: Lighting and] the impacted reporting [removed: unit] [added: units] that would result from changes in assumptions. We also involved [removed: a] [added: EY] valuation [removed: specialist] [added: specialists] to assist in our evaluation of the [removed: weighted average] [added: weighted-average] cost of [removed: capital.] [added: capital utilized in each fair value estimate.] We tested the [removed: allocation] [added: allocations] of goodwill by recalculating the amounts based on the estimated fair [removed: value] [added: values] of [removed: Lighting and] [added: each of] the impacted reporting [removed: unit.] [added: units. Furthermore, we have evaluated the Company’s disclosures in relation to the reallocation of goodwill.] | [added: | |]

[removed: February 26,] [added: | | | |] 2020 [added: | | | | | | | | | | | | | | | | | | | | |]

We have prepared the accompanying consolidated financial statements and related information of Eaton Corporation plc ("Eaton") included herein for the three years ended December 31, [removed: 2019.][added: 2020.]

| /s/ Craig Arnold | | [added: | | | |] /s/ Richard H. Fearon | | [added: | | | |] /s/ Ken D. Semelsberger | [added: | |]

| Principal Executive Officer | | [added: | | | |] Principal Financial Officer | | [added: | | | |] Principal Accounting Officer | [added: | |]

We have audited Eaton Corporation plc’s (“the Company”) internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: entities] [added: the entity] that [removed: were] [added: was] acquired during [removed: 2019] [added: 2020] (as defined in Note 2 to the consolidated financial statements), which [removed: are] [added: is] included in the [removed: 2019] [added: 2020] consolidated financial statements of the Company and constituted [removed: 5%] [added: less than 1%] of total assets (inclusive of acquired intangible assets) as of December 31, [removed: 2019] [added: 2020] and less than 1% of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of [removed: entities] [added: the entity] that [removed: were] [added: was] acquired during [removed: 2019.][added: 2020.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and our report dated February [removed: 26, 2020] [added: 24, 2021] expressed an unqualified opinion thereon.

Under the supervision and with the participation of Eaton's management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

Our evaluation of internal control over financial reporting did not include the internal controls of [removed: entities] [added: the entity] that [removed: were] [added: was] acquired during [removed: 2019] [added: 2020] (as defined in Note 2), which [removed: are] [added: is] included in the [removed: 2019] [added: 2020] consolidated financial statements and constituted [removed: approximately 5%] [added: less than 1%] of total assets (inclusive of acquired intangible assets) as of December 31, [removed: 2019] [added: 2020] and less than 1% of net sales for the year then ended.

Based on this evaluation under the framework referred to above, management concluded that the Company's internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

The independent registered public accounting firm Ernst & Young LLP has issued an audit report on the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | * | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | * | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | * | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | * | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| * | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Valuation of Intangible Assets in the Acquisition of Souriau-Sunbank Connection Technologies | | |

| *Description of the Matter* | | | As discussed in Note 2 to the consolidated financial statements, during December 2019 the Company completed the acquisition of the Souriau-Sunbank Connection Technologies business (“Souriau-Sunbank”) for a total purchase price of approximately $907 million, net of cash received. The acquisition was accounted for using the acquisition method of accounting. The consideration paid in the acquisition must be allocated to the acquired assets and liabilities assumed generally based on their fair value with the excess of the purchase price over those fair values allocated to goodwill. The preliminary estimates of the fair value of intangible assets were revised during the measurement period in 2020 as third-party valuations were received and finalized resulting in the recognition of customer relationships and technology intangible assets of $250 million and $95 million, respectively. Auditing the Company’s accounting for its acquisition of Souriau-Sunbank was complex because the customer relationships and technology intangible assets recognized were material to the consolidated financial statements and the estimates of fair value involved subjectivity. The subjectivity was primarily due to the sensitivity of the respective fair values to underlying assumptions about the future performance of the acquired business. The Company used discounted cash flow models to measure the intangible assets. The significant assumptions used to estimate the fair value of the intangible assets included discount rates and certain assumptions that form the basis of the forecasted results (e.g., revenue growth rates and future EBITDA margins). These significant assumptions are forward looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over its accounting for the acquisition of Souriau-Sunbank, including recognition and measurement of the intangible assets acquired. For example, we tested controls over the recognition and measurement of customer relationships and technology intangible assets, including management’s review of the methods and significant assumptions used to develop such fair value estimates. To test the estimated fair values of the customer relationships and technology intangible assets, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions used by the Company's valuation specialist, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. We also performed sensitivity analyses to evaluate the changes in the fair value of such intangible assets that would result from changes in the significant assumptions. We involved our EY valuation specialists to assist with our evaluation of the methodology used by the Company and certain significant assumptions included in the fair value estimates. For example, when evaluating the assumptions related to the revenue growth rates and future EBITDA margins, we compared the assumptions to the past performance of Souriau-Sunbank and expected industry trends and considered whether they were consistent with evidence obtained in other areas of the audit. Furthermore, we have evaluated the Company’s disclosures in relation to the Souriau-Sunbank acquisition. | | |

February 24, 2021

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| February 24, 2021 | | | | | | | | | | | | | | |

February 24, 2021

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| /s/ Craig Arnold | | | | | | /s/ Richard H. Fearon | | | | | | /s/ Ken D. Semelsberger | | |

| Principal Executive Officer | | | | | | Principal Financial Officer | | | | | | Principal Accounting Officer | | |

| | | | | | | | | | | | | | | |

| February 24, 2021 | | | | | | | | | | | | | | |

| Interest expense - net | | | 149 | | | | | | 199 | | | | | | 258 | | |

| | | | Year ended December 31 | | | | | | | | | | | | | | |

| (In millions) | | | 2020 | | | | | | 2019 | | |

| Total assets | | | $ | 31,824 | | | | | $ | 32,805 | |

| | | | |

| --- | --- | --- | --- |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| * | | | | * | | |

| Silvio Napoli | | Director | | Gregory R. Page | | Director |

| * | | | | | | |

| | | |

| --- | --- | --- |

| | |

| --- | --- |

| | | | | |

| --- | --- | --- | --- | --- |

| February 26, 2020 | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Interest expense - net | 236 | | | | 271 | | | | 246 | | |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at January 1, 2017 | 449.4 | | | $ | 5 | | | $ | 11,845 | | | $ | 7,555 | | | $ | (4,448 | ) | | $ | (3 | ) | | $ | 14,954 | | | $ | 44 | | | $ | 14,998 | |

| Net income | — | | | — | | | | — | | | | 2,985 | | | | — | | | | — | | | | 2,985 | | | | 1 | | | | 2,986 | | |

| Repurchase of shares | (11.5 | ) | | (1 | | ) | | — | | | | (849 | | ) | | — | | | | — | | | | (850 | | ) | | — | | | | (850 | | ) |

| Cumulative-effect adjustment upon adoption of ASU 2016-16 | — | | | — | | | | — | | | | (199 | | ) | | — | | | | — | | | | (199 | | ) | | — | | | | (199 | | ) |

Income from equity investments is reported in Other (income) expense - net.

Certain prior year amounts have been reclassified to conform to the current year presentation.

Eaton adopted Accounting Standard Update 2016-02, Leases (Topic 842), and related amendments, in the first quarter of 2019 using the optional transition method and has not restated prior periods.

The Company elected to use the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the carry forward of historical lease classification of existing leases.

The Company recorded a cumulative-effect adjustment of less than $1 to retained earnings as of January 1, 2019.

Additionally, the adoption of the new standard resulted in the recording of lease assets and lease liabilities for operating leases of $435 and $446, respectively, as of January 1, 2019.

The adoption of this standard did not have a material impact to the Consolidated Statements of Income or Cash Flows.

Eaton adopted Accounting Standard Update 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities, in the first quarter 2019 using the modified retrospective approach for hedge instruments that existed at the date of adoption.

ASU 2017-12 is intended to better align the Company's risk management activities with financial reporting for hedging relationships.

The standard eliminates the requirement to separately measure and report hedge ineffectiveness, expands the ability to hedge specific risk components, and generally requires the change in value of the hedge instrument and hedged item to be presented in the same income statement line.

The new disclosure requirements were applied on a prospective basis and comparative information has not been restated.

The adoption of this standard did not have a material impact on the consolidated financial statements.

*Sale of heavy-duty and medium-duty commercial vehicle automated transmission business*

On July 31, 2017, Eaton sold a 50% interest in its heavy-duty and medium-duty commercial vehicle automated transmission business for $600 in cash to Cummins, Inc. The new joint venture is named Eaton Cummins Automated Transmission Technologies (ECATT).

In 2017, the Company recognized a pre-tax gain of $1,077, of which $533 related to the pre-tax gain from the $600 proceeds from the sale and $544 related to the Company’s remaining 50% investment in the joint venture being remeasured to fair value.