Eaton (ETN) 10-K risk factor changes: FY2023 vs FY2022

[removed: None the less,] [added: Nonetheless,] we can give no assurance that there will not be additional closures in the future or that our businesses and facilities will be classified as essential in each of the jurisdictions in which we operate, should future outbreaks and/or additional strains of the virus impact global economic activity.

Eaton's major requirements for raw materials are described above in Item 1 [removed: “Raw Materials”.][added: Raw Materials.]

Information regarding current legal proceedings is presented in Note [removed: 10] [added: 11] and Note [removed: 11] [added: 12] of the Notes to the [removed: Consolidated Financial Statements.][added: consolidated financial statements.]

Eaton Corporation plc (Eaton or the Company) is an intelligent power management company dedicated to [added: protecting the environment and] improving the quality of life [removed: and protecting the environment] for people everywhere.

[removed: By capitalizing on the global growth trends of electrification and digitalization, we're] [added: Our work is] accelerating the [removed: planet's] [added: planet’s] transition to renewable [removed: energy,] [added: energy sources,] helping to solve the [removed: world's] [added: world’s] most urgent power management challenges, and [removed: doing what's best] [added: building a more sustainable society] for [removed: our stakeholders] [added: people today] and [removed: all of society.][added: for future generations.]

We reported revenues of [removed: $20.8] [added: $23.2] billion in [removed: 2022] [added: 2023] and serve customers in more than [removed: 170] [added: 160] countries.

Information by business segment regarding principal products, principal markets, methods of distribution and net sales is presented in Note [removed: 17] [added: 18] of the Notes to the [removed: Consolidated Financial Statements.][added: consolidated financial statements.]

In [removed: 2022, 24%] [added: 2023, 25%] of these segments' sales were made to seven large customers of electrical products and electrical systems and services.

In [removed: 2022, 22%] [added: 2023, 21%] of this segment's sales were made to three large original equipment manufacturers of aircraft.

In [removed: 2022, 32%] [added: 2023, 33%] of this segment's sales were made to three large original equipment manufacturers of vehicles and related components.

In [removed: 2022, 26%] [added: 2023, 14%] of this segment's sales were made to [removed: six] [added: three] large original equipment manufacturers of vehicles, construction equipment and related components.

However, as global economies [removed: recovered] [added: continued to recover] from the COVID-19 pandemic and [removed: reacted] [added: supply chains adjusted] to [removed: Russia's ongoing war in Ukraine,] [added: the Russia Ukraine war,] some of our businesses were impacted by inflation and supply chain constraints, including limited availability of select materials and delivery delays.

Information regarding the Company's liabilities related to environmental matters is presented in Note [removed: 10] [added: 11] of the Notes to the [removed: Consolidated Financial Statements.][added: consolidated financial statements.]

Eaton has approximately [removed: 92,000] [added: 94,000] employees globally.

The number of persons employed by our reportable segments and corporate at December 31, [removed: 2022] [added: 2023] are as follows:

| Electrical Americas | | | [removed: 30] [added: 32] | | |

| Aerospace | | | [removed: 13] [added: 14] | | |

| Corporate | | | [removed: 9] [added: 8] | | |

| Total number of persons employed | | | [removed: 92] [added: 94] | | |

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

At December 31, [removed: 2022,] [added: 2023,] Eaton’s distribution by gender, and United States distribution by minority status, is as follows:

| Global leadership team | | | | | | 25 | | | | | | [removed: 5] [added: 4] | | | | | | [removed: 20.0] [added: 16.0] | | % | | | | 23 | | | | | | [removed: 13] [added: 11] | | | | | | [removed: 56.5] [added: 47.8] | | % |

Eaton’s [removed: 2022] [added: 2023] total employee costs was [removed: $5.5] [added: $6.1] billion including salaries, wages, equity-based compensation, pension and other benefits.

The total compensation of our median employee on October 1, [removed: 2021,] [added: 2022,] as reported in our [removed: 2022] [added: 2023] Proxy Statement filed on March [removed: 18, 2022,] [added: 17, 2023,] and as calculated in accordance with Item 402(u) of Regulation S-K, was [removed: $56,287.][added: $59,064.]

[removed: For example, in 2021 we reduced our] [added: Our 2022] Total Recordable Case Rate (TRCR) [removed: by 7% (0.39)] [added: was 0.40] and our Days Away Case Rate (DACR) [removed: by 12% (0.15) compared to 2020.][added: was 0.16.]

Our [removed: 2022] [added: 2023] TRCR will be provided in our annual Sustainability Report to be issued in [removed: 2023.][added: 2024.]

Our most recent engagement survey of all employees was completed in [removed: 2021 and showed a favorable response from 83 percent of employees who completed it.][added: 2023.]

[removed: This group reported that] [added: Of those who responded to the survey, 84% had favorable engagement indicating] they were proud to work at Eaton, felt personal accomplishment from their work, and would recommend Eaton as a place to work.

We plan to perform another survey of all employees in [removed: 2023.][added: 2025.]

We make products for the data center, utility, industrial, commercial, machine building, residential, aerospace and mobility markets.

We are well positioned to capitalize on the megatrends of electrification, energy transition and digitalization.

The reindustrialization of North America and Europe, growth in North American megaprojects, 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.

Eaton was founded in 1911 and has been listed on the New York Stock Exchange for more than a century.

| (In thousands) | | | 2023 | | |

| Board of directors | | | | | | 10 | | | | | | 3 | | | | | | 30.0 | | % | | | | 8 | | | | | | 4 | | | | | | 50.0 | | % |

| Executives | | | | | | 671 | | | | | | 161 | | | | | | 24.0 | | % | | | | 480 | | | | | | 102 | | | | | | 21.3 | | % |

| Managers | | | | | | 8,754 | | | | | | 2,192 | | | | | | 25.0 | | % | | | | 4,568 | | | | | | 984 | | | | | | 21.5 | | % |

| All other employees | | | | | | 84,331 | | | | | | 29,794 | | | | | | 35.3 | | % | | | | 23,668 | | | | | | 8,658 | | | | | | 36.6 | | % |

| All employees | | | | | | 93,781 | | | | | | 32,151 | | | | | | 34.3 | | % | | | | 28,739 | | | | | | 9,755 | | | | | | 33.9 | | % |

We have improved our TRCR 38% since 2018 and consider our 2030 target of 0.25 to be a world-leading safety rating.

We are guided by our commitment to do business right, to operate sustainably and to help our customers manage power – today and well into the future.

Eaton’s businesses are well-positioned to take advantage of secular growth trends related to the energy transition from fossil fuels to renewables.

We are responding to these trends by innovating solutions that transform the electrical power value chain, investing in electrical vehicle markets, increasing our focus on electrification, and employing digital technologies for power management.

The Company’s innovations are expected to enable the integration of renewables and sustainability solutions, with new types of equipment, services, and software.

These strategic focus areas are an important part of our response to climate change.

Founded in 1911, 2023 marks Eaton's 100th anniversary of being listed on the New York Stock Exchange.

| (In thousands) | | | 2022 | | |

| Board of directors | | | | | | 11 | | | | | | 4 | | | | | | 36.4 | | % | | | | 9 | | | | | | 4 | | | | | | 44.4 | | % |

| Executives | | | | | | 618 | | | | | | 140 | | | | | | 22.7 | | % | | | | 429 | | | | | | 85 | | | | | | 19.8 | | % |

| Managers | | | | | | 8,202 | | | | | | 1,998 | | | | | | 24.4 | | % | | | | 4,270 | | | | | | 871 | | | | | | 20.4 | | % |

| All other employees | | | | | | 83,079 | | | | | | 29,276 | | | | | | 35.2 | | % | | | | 22,702 | | | | | | 8,248 | | | | | | 36.3 | | % |

| All employees | | | | | | 91,924 | | | | | | 31,419 | | | | | | 34.2 | | % | | | | 27,424 | | | | | | 9,217 | | | | | | 33.6 | | % |

Our TRCR of 0.39 approaches our long-term goal of 0.25, which we believe is a world-class safety rate.

In 2022, we performed a limited employee survey which generally showed similar results as 2021.

Information regarding the Company's current legal proceedings is presented in Note [removed: 10] [added: 11] and Note [removed: 11] [added: 12] of the Notes to the [removed: Consolidated Financial Statements.][added: consolidated financial statements.]

For the year ended December 31, [removed: 2022][added: 2023]

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 [added: Act.]

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of June 30, [removed: 2022] [added: 2023] was [removed: $50.2] [added: $80.2] billion.

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 398.0] [added: 399.5] million Ordinary Shares outstanding.

Portions of the Proxy Statement for the [removed: 2023] [added: 2024] annual shareholders meeting are incorporated by reference into Part III.

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| [Item [removed: 14.](#i47fac5fc965f4a95b0a5cca7943fd9ee_82)] [added: 14.](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_106)] | | | [Principal Accounting Fees and [removed: Services](#i47fac5fc965f4a95b0a5cca7943fd9ee_82)] [added: Services](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_106)] | | | | | | [removed: [11](#i47fac5fc965f4a95b0a5cca7943fd9ee_82)] [added: [12](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_106)] | | |

| [Item [removed: 15.](#i47fac5fc965f4a95b0a5cca7943fd9ee_88)] [added: 15.](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_112)] | | | [Exhibits, Financial Statement [removed: Schedules](#i47fac5fc965f4a95b0a5cca7943fd9ee_88)] [added: Schedules](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_112)] | | | | | | [removed: [12](#i47fac5fc965f4a95b0a5cca7943fd9ee_88)] [added: [13](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_112)] | | |

| [Item [removed: 16.](#i47fac5fc965f4a95b0a5cca7943fd9ee_91)] [added: 16.](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_115)] | | | [Form 10-K [removed: Summary](#i47fac5fc965f4a95b0a5cca7943fd9ee_91)] [added: Summary](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_115)] | | | | | | [removed: [16](#i47fac5fc965f4a95b0a5cca7943fd9ee_91)] [added: [17](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_115)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Part I](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_34) | | | | | | | | | [2](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_34) | | |

| [Item 1C.](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_2235) | | | [Cybersecurity](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_2235) | | | | | | [8](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_2235) | | |

| [Part II](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_58) | | | | | | | | | [10](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_58) | | |

| [Part IV](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_109) | | | | | | | | | [13](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_109) | | |

| [SIGNATURES](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_118) | | | | | | | | | [18](#i7f9dd2d5a7cd4e019e59cfc0a36e3d3e_118) | | |

Act.

| [Part I](#i47fac5fc965f4a95b0a5cca7943fd9ee_10) | | | | | | | | | [2](#i47fac5fc965f4a95b0a5cca7943fd9ee_10) | | |

| [Part II](#i47fac5fc965f4a95b0a5cca7943fd9ee_34) | | | | | | | | | [9](#i47fac5fc965f4a95b0a5cca7943fd9ee_34) | | |

| [Part IV](#i47fac5fc965f4a95b0a5cca7943fd9ee_85) | | | | | | | | | [11](#i47fac5fc965f4a95b0a5cca7943fd9ee_85) | | |

| [SIGNATURES](#i47fac5fc965f4a95b0a5cca7943fd9ee_94) | | | | | | | | | [17](#i47fac5fc965f4a95b0a5cca7943fd9ee_94) | | |

*Risk Management and Strategy.*

Eaton follows the U.S. National Institute of Standards and Technology (NIST) Cyber Security Framework to structure protocols for identifying, assessing and managing cybersecurity risks.

In accordance with NIST guidance, Eaton maintains documented information security policies and standards to protect operations, assets, data and services and to defend against, respond to and recover from potential cyberattacks.

These policies and standards include both preventive measures and reactive processes.

Preventive measures include, but are not limited to, protective and detective cybersecurity systems, security monitoring, threat hunting and mandatory, enterprise-wide employee training.

Eaton’s reactive processes are captured primarily by a cyber incident response plan (the IRP), which is comprised of an evolving set of procedures developed by cross-functional experts, and external consultants, who draw upon technical proficiency and learnings from past experiences.

All of these procedures and practices are tailored to Eaton’s technology environment and are refined iteratively.

Further, Eaton has an information risk management program that includes a vendor risk assessment process, whereby Eaton systematically oversees and identifies risks from cybersecurity threats related to its use of third-party service providers.

The IRP is executed by an Incident Response Team (IRT), led by our Chief Information Security Officer (CISO).

The exact composition of the IRT varies depending on the severity and potential impact of an incident, and will typically include stakeholders across corporate and business functions.

The team collaborates with internal experts and may engage external resources to assess and contain a threat if deemed necessary.

Such external resources may potentially include forensic investigation and response firms, law firms, external auditors, forensic accountants, and consultants who are on retainer contracts for expedited availability.

While cybersecurity threats remain a risk to the Company’s business operations (see discussion in Item 1A.

Risk Factors.), our robust risk mitigation strategies have been effective.

Accordingly, no such threats have materially affected or are reasonably likely to materially affect the company, our business strategy, results of operations or our financial condition.

*Governance.*

While our Board of Directors as a whole has oversight of risk management generally, cybersecurity risks fall to the Board’s Audit Committee.

The Company’s Chief Information Officer (CIO) and CISO report quarterly to the Audit Committee on any significant cybersecurity incidents, threats, mitigation strategies and controls at each Audit Committee meeting.

The Audit Committee then updates the full board on significant matters raised and discussed during these sessions.

The Audit Committee delegates day-to-day management of cybersecurity risks to the Company’s senior management, which includes our CISO, who reports to the Company’s CIO.

Our CIO reports directly to the Chief Executive Officer.

Our CISO leads a robust team of dedicated professionals that are responsible for a wide range of risk assessment and management and leads at least ten specialized teams of internal and external experts focusing on distinct categories of threats.

The Company maintains manufacturing facilities at approximately [removed: 216] [added: 208] locations in [removed: 36] [added: 35] countries.

The Company is a lessee under a number of operating [added: and finance] leases for certain real properties and equipment, none of which is [added: individually] material to its operations.

A listing of executive officers, their ages, positions and offices held over the past five years, as of February [removed: 1, 2023,] [added: 5, 2024,] is as follows:

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

| Craig Arnold | | | | | | [removed: 62] [added: 63] | | | | | | Chairman of Eaton Corporation plc (June 1, 2016 - present) | | | [removed: | | |]

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

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

| [removed: Thomas B. Okray] [added: Olivier Leonetti] | | | | | | [removed: 60] [added: 59] | | | | | | Executive Vice President and Chief Financial Officer of Eaton Corporation | | | [removed: | | |]

| | | | | | | | | | | | | [removed: (March 2021] [added: (September 2017] - [removed: present) | | |] [added: March 30, 2021)] | | |

| | | | | | | | | | | | | Executive Vice President and Chief Financial [removed: Officer-Elect] [added: Officer] of [removed: Eaton Corporation | | |] [added: Johnson Controls] | | |

| | | | | | | | | | | | | [removed: (January 2021] [added: (March 1, 2017] - [removed: March 2021) | | |] [added: January 6, 2020)] | | |

| | | | | | | | | | | | | Senior Vice President and Chief Financial Officer of [removed: W.W. Grainger, Inc. | | |] [added: Zebra Technologies Corporation] | | |

| Heath B. Monesmith | | | | | | [removed: 52] [added: 53] | | | | | | President and Chief Operating Officer - Electrical Sector of Eaton Corporation | | | [removed: | | |]

| | | | | | | | | | | | | (July 5, 2022 - present) | | | [removed: | | |]

| | | | | | | | | | | | | President and Chief Operating Officer - Industrial Sector of Eaton Corporation | | | [removed: | | |]

| | | | | | | | | | | | | (July 1, 2019 - July 4, 2022) | | | [removed: | | |]

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

| Paulo Ruiz | | | | | | [removed: 48] [added: 49] | | | | | | President and Chief Operating Officer - Industrial Sector of Eaton Corporation | | | [removed: | | |]

| | | | | | | | | | | | | President Energy Solutions and Services of Eaton Corporation | | | [removed: | | |]

| | | | | | | | | | | | | (August 2, 2021 - July 5, 2022) | | | [removed: | | |]

| | | | | | | | | | | | | Hydraulics Group President of Eaton Corporation [removed: | | |] [added: (April 1, 2019 - August 2, 2021)] | | |

| | | | | | | | | | | | | Chief Executive Officer of Dresser-Rand, a Siemens Business | | | [removed: | | |]

| | | | | | | | | | | | | (October 9, 2017 - April 1, 2019) | | | [removed: | | |]

| Taras [removed: Szmagala] [added: G. Szmagala, Jr.] | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President, Chief Legal Officer of Eaton Corporation | | | [removed: | | |]

| | | | | | | | | | | | | (June 24, 2022 - present) | | | [removed: | | |]

| | | | | | | | | | | | | Senior Vice President, Public and Community Affairs and Corporate Communications | | | [removed: | | |]

| | | | | | | | | | | | | [added: of Eaton Corporation] (March 20, 2017 - June 24, 2022) | | | [removed: | | |]

| Ernest W. Marshall, Jr. | | | | | | [removed: 54] [added: 55] | | | | | | Executive Vice President and Chief Human Resources Officer of Eaton Corporation | | | [removed: | | |]

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

| Daniel R. Hopgood | | | | | | [removed: 51] [added: 52] | | | | | | Senior Vice President and Controller of Eaton Corporation (April 1, 2021 - present) | | | [removed: | | |]

| | | | | | | | | | | | | Senior Vice President Global Financial Services and Systems of Eaton Corporation | | | [removed: | | |]

| [removed: Joao V. Faria] | | | | | | [removed: 58] | | | | | | President - Vehicle [removed: Group] [added: Group, North America] of Eaton Corporation [removed: (May 1, 2017 - present)] | | | [removed: | | |]

| Nandakumar Cheruvatath | | | | | | [removed: 61] [added: 62] | | | | | | President - Aerospace Group of Eaton Corporation (September 1, 2015 - present) | | | [removed: | | |]

| [removed: Brian S. Brickhouse] [added: Mike Yelton] | | | | | | [removed: 59] [added: 54] | | | | | | President - Americas Region, Electrical Sector of Eaton Corporation | | | [removed: | | |]

| | | | | | | | | | | | | (July [removed: 1, 2019] [added: 5, 2022] - present) | | | [removed: | | |]

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

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| | | | | | | | | | | | | (February 2024 - present) | | |

| | | | | | | | | | | | | International, plc (September 2020 - January 2024) | | |

| | | | | | | | | | | | | (November 2016 - August 2020) | | |

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

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

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

| | | | | | | | | | | | | (March 1, 2017 - January 6, 2020) | | | | | |

| | | | | | | | | | | | | (April 1, 2019 - August 2, 2021) | | | | | |

| | | | | | | | | | | | | Senior Vice President, Public and Community Affairs | | | | | |

| | | | | | | | | | | | | (January 1, 2016 - March 19, 2017) | | | | | |

| | | | | | | | | | | | | Vice President - Human Resources, Aviation Division of General Electric | | | | | |

| | | | | | | | | | | | | (August 1, 2013 - June 30, 2018) | | | | | |

| | | | | | | | | | | | | (September 2017 - March 30, 2021) | | | | | |

| | | | | | | | | | | | | President - Electrical Systems and Services Group of Eaton Corporation | | | | | |

| | | | | | | | | | | | | (July 1, 2018 - June 30, 2019) | | | | | |

| | | | | | | | | | | | | President, Asia Pacific Region, Electrical (May 15, 2015 - June 30, 2018) | | | | | |

At December 31, [removed: 2022,] [added: 2023,] there were [removed: 10,034] [added: 9,579] holders of record of the Company's ordinary shares.

Additionally, [removed: 14,158] [added: 13,994] current and former employees were shareholders through participation in the Eaton Savings Plan, the Eaton Personal Investment Plan, and The Eaton Puerto Rico Retirement Savings Plan.

During the fourth quarter of [removed: 2022,] [added: 2023,] there were no shares repurchased.

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 [removed: Thomas B.][added: 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, Eaton's management concluded that the Company's disclosure controls and procedures were effective as of December 31, [removed: 2022.][added: 2023.]

Disclosure controls and procedures are designed to ensure that information required to be disclosed in [removed: Company] [added: the Company'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 [removed: Company] [added: the Company's] reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

“Report of Independent Registered Public Accounting Firm” relating to internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] is included in Item 15 of this Form 10-K.

During the fourth quarter of [removed: 2022,] [added: 2023,] 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.

Okray - Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures.

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: 17, 2023,] [added: 15, 2024,] and is incorporated by reference.

This document is available on the Company's website at [removed: http://www.eaton.com.][added: https://www.eaton.com/us/en-us/company/ethics-compliance/policies/code-of-ethics.html.]

There were no changes during the fourth quarter [removed: 2022] [added: 2023] 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: 17, 2023,] [added: 15, 2024,] 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: 17, 2023,] [added: 15, 2024,] 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: 17, 2023,] [added: 15, 2024,] 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: 17, 2023,] [added: 15, 2024,] and is incorporated by reference.

Information required with respect to certain relationships and related transactions, as well as 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: 17, 2023,] [added: 15, 2024,] 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: 17, 2023,] [added: 15, 2024,] and is incorporated by reference.

Consolidated Statements of Income - Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Comprehensive Income - Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Balance Sheets - December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows - Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Shareholders' Equity - Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| | | | (iii) | | | [364-Day Revolving Credit Agreement, dated as of [removed: October 3, 2022,] [added: October](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex10iii.htm) [2](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex10iii.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex10iii.htm)[3](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex10iii.htm)[,] among Eaton Corporation, the guarantors from time to time party thereto, the several lenders from time to time parties thereto, Citibank, N.A., as Administrative Agent, Citibank, N.A., JPMorgan Chase Bank, N.A. and BofA Securities, Inc., as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent and Bank of America, N.A. as documentation [removed: agent.](https://www.sec.gov/Archives/edgar/data/1551182/000114036122036580/brhc10042768_ex10-2.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex10iii.htm)[.](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex10iii.htm) [\- Filed in conjunction with this Form 10-](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex10iii.htm)[K](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex10iii.htm) [Report](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex10iii.htm) [](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex10iii.htm)[*](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex10iii.htm)] | | | | | |

| 21 | | | | | | [Subsidiaries of Eaton Corporation plc - Filed in conjunction with this Form 10-K Report [removed: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex21.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex21.htm)] | | | | | |

| 22 | | | | | | [Table of Senior Notes, Issuer and [removed: Guarantors](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm) [\-](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm) [](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm)[F](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm)[iled](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm) [in conjunction with this Form] [added: Guarantors -](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm) [Incorporated by reference to the](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm) [Form] 10-K [removed: Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm)] [added: Report](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm) [filed on February 23, 2023](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm)] | | | | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting Firm - Filed in conjunction with this Form 10-K Report [removed: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex23.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex23.htm)] | | | | | |

| 24 | | | | | | [Power of Attorney - Filed in conjunction with this Form 10-K Report [removed: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex24.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex24.htm)] | | | | | |

| 31.1 | | | | | | [Certification of Principal Executive Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K Report [removed: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex311.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex311.htm)] | | | | | |

| 31.2 | | | | | | [Certification of Principal Financial Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K Report [removed: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex312.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex312.htm)] | | | | | |

| 32.1 | | | | | | [Certification of Principal Executive Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 906) - Filed in conjunction with this Form 10-K Report [removed: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex321.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex321.htm)] | | | | | |

| 32.2 | | | | | | [Certification of Principal Financial Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 906) - Filed in conjunction with this Form 10-K Report [removed: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex322.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex322.htm)] | | | | | |

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] (iii) Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] (iv) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (v) Consolidated Statements of Shareholders' Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] and (vi) Notes to [removed: Consolidated Financial Statements] [added: consolidated financial statements] for the year ended December 31, [removed: 2022.][added: 2023.]

| 97 | | | | | | [Recoupment policy of Eaton Corporation plc - Filed in conjunction with this Form 10-K Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex97.htm) | | | | | |

| 14 | | | | | | [Code of Ethics - Incorporated by reference to the definitive Proxy Statement filed on March 14, 2008](http://www.sec.gov/Archives/edgar/data/31277/000095015208001925/l28624bdef14a.htm) | | | | | |

Date: February [removed: 23, 2023][added: 29, 2024]

| Craig Arnold | | | | | | Chairman, Principal Executive Officer; Director | | | | | | [removed: Thomas B. Okray] [added: Olivier Leonetti] | | | | | | Principal Financial Officer | | |

| Daniel R. Hopgood | | | | | | Principal Accounting Officer | | | | | | [removed: Olivier Leonetti] [added: Silvio Napoli] | | | | | | Director | | |

| | | | | | | [removed: Thomas B. Okray,] [added: Olivier Leonetti,] Attorney-in-Fact for the officers and directors signing in the capacities indicated | | |

We have audited the accompanying consolidated balance sheets of Eaton Corporation plc (“the Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 23, 2023] [added: 29, 2024] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the [removed: accounts] [added: account] or [removed: disclosures] [added: disclosure] to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | As discussed in Note [removed: 11] [added: 12] to the consolidated financial statements, the Company had gross unrecognized income tax benefits of [removed: $1,235] [added: $1,300] million related to its uncertain tax positions at December 31, [removed: 2022.] [added: 2023.] 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 timing of finalizing resolutions of audit disputes through reaching settlement agreements or concluding litigation, or changes in law, and other factors. | | |

| *How We Addressed the Matter in Our Audit* | | | 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 [added: new factors affecting existing] uncertain tax positions. We also evaluated the Company’s assessment of its uncertain tax positions. Our audit procedures included, among others, 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, including current year developments with respect to the Company's ongoing litigation and examinations with respect to certain open tax years in the United States. 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, regulations, case law, and Company-specific controversy developments in the Company’s recognition determination. We have also evaluated the Company’s income tax disclosures in relation to these matters. | | |

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: 2022.][added: 2023.]

The Board of Directors pursues its responsibility for the quality of Eaton's financial reporting primarily through its Audit Committee, which is composed of [removed: five] [added: four] independent directors.

| /s/ Craig Arnold | | | | | | /s/ [removed: Thomas B. Okray] [added: Olivier Leonetti] | | | | | | /s/ Daniel R. Hopgood | | |

We have audited Eaton Corporation plc’s (“the Company”) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on the COSO criteria.

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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 23, 2023] [added: 29, 2024] 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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

| | | | [added: | | | | | |] Year ended December 31 | | | | | | | | | | | | | | | [added: | | | | | |]

| (In millions except for per share data) | | | [removed: 2022] | | | | | | [removed: 2021] | | | | | | [removed: 2020] [added: 2023] | | | [added: | | | 2022 | | | | | | 2021 | | |]

| Net sales | | | [added: | | | | | | | | | | | |] $ | [removed: 20,752] [added: 23,196] | | | | | $ | [removed: 19,628] [added: 20,752] | | | | | $ | [removed: 17,858] [added: 19,628] | |

| Cost of products sold | | | [removed: 13,865] | | | | | | [removed: 13,293] | | | | | | [removed: 12,408] [added: 14,762] | | | [added: | | | 13,865 | | | | | | 13,293 | | |]

| Selling and administrative expense | | | [removed: 3,227] | | | | | | [removed: 3,256] | | | | | | [removed: 3,075] [added: 3,795] | | | [added: | | | 3,227 | | | | | | 3,256 | | |]

| Research and development expense | | | [removed: 665] | | | | | | [removed: 616] | | | | | | [removed: 551] [added: 754] | | | [added: | | | 665 | | | | | | 616 | | |]

| Interest expense - net | | | [removed: 144] | | | | | | [added: | | | | | | 151 | | | | | |] 144 | | | | | | [removed: 149] [added: 144] | | |

| Gain on sale of [removed: businesses] [added: business] | | | [removed: 24] | | | | | | [removed: 617] | | | | | | [removed: 221] [added: —] | | | [added: | | | 24 | | | | | | 617 | | |]

| Other expense (income) - net | | | [removed: (36)] | | | | | | [removed: 40] | | | | | | [removed: 150] [added: (93)] | | | [added: | | | (36) | | | | | | 40 | | |]

| Income before income taxes | | | [removed: 2,911] | | | | | | [removed: 2,896] | | | | | | [removed: 1,746] [added: 3,827] | | | [added: | | | 2,911 | | | | | | 2,896 | | |]

| Income tax expense | | | [removed: 445] | | | | | | [removed: 750] | | | | | | [removed: 331] [added: 604] | | | [added: | | | 445 | | | | | | 750 | | |]

| Net income | | | [removed: 2,465] | | | | | | [removed: 2,146] | | | | | | [removed: 1,415] [added: 3,223] | | | [added: | | | 2,465 | | | | | | 2,146 | | |]

| Less net income for noncontrolling interests | | | [removed: (4)] | | | | | | [removed: (2)] | | | | | | (5) | | | [added: | | | (4) | | | | | | (2) | | |]

| Net income attributable to Eaton ordinary shareholders | | | [added: | | | | | | | | | | | |] $ | [removed: 2,462] [added: 3,218] | | | | | $ | [removed: 2,144] [added: 2,462] | | | | | $ | [removed: 1,410] [added: 2,144] | |

| Net income per share attributable to Eaton ordinary shareholders | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Diluted | | | [added: | | | | | | | | | | | |] $ | [removed: 6.14] [added: 8.02] | | | | | $ | [removed: 5.34] [added: 6.14] | | | | | $ | [removed: 3.49] [added: 5.34] | |

| Basic | | | [removed: 6.17] | | | | | | [removed: 5.38] | | | | | | [removed: 3.51] [added: 8.06] | | | [added: | | | 6.17 | | | | | | 5.38 | | |]

| Weighted-average number of ordinary shares outstanding | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Diluted | | | [removed: 400.8] | | | | | | [removed: 401.6] | | | | | | [removed: 404.0] [added: 401.1] | | | [added: | | | 400.8 | | | | | | 401.6 | | |]

| Date: | | | February 29, 2024 | | | By: | | | /s/ Olivier Leonetti | | |

| | | | | | | | | | Olivier Leonetti | | |

| /s/ Craig Arnold | | | | | | | | | | | | /s/ Olivier Leonetti | | | | | | | | |

| *By | | | | | | /s/ Olivier Leonetti | | |

February 29, 2024

| February 29, 2024 | | | | | | | | | | | | | | |

February 29, 2024

| /s/ Craig Arnold | | | | | | /s/ Olivier Leonetti | | | | | | /s/ Daniel R. Hopgood | | |

| February 29, 2024 | | | | | | | | | | | | | | |

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

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| Net income | | | — | | | | | | — | | | | | | — | | | | | | 3,218 | | | | | | — | | | | | | — | | | | | | 3,218 | | | | | | 5 | | | | | | 3,223 | | | | | |

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| Balance at December 31, 2023 | | | 399.4 | | | | | | $ | 4 | | | | | $ | 12,634 | | | | | $ | 10,305 | | | | | $ | (3,906) | | | | | $ | (1) | | | | | $ | 19,036 | | | | | $ | 33 | | | | | $ | 19,069 | | | | |

We make products for the data center, utility, industrial, commercial, machine building, residential, aerospace and mobility markets.

We are guided by our commitment to operate sustainably and with the highest ethical standards.

Eaton was founded in 1911 and has been listed on the New York Stock Exchange for more than a century.

Adoption of New Accounting Standard

| Date: | | | February 23, 2023 | | | By: | | | /s/ Thomas B. Okray | | |

| | | | | | | | | | Thomas B. Okray | | |

| /s/ Craig Arnold | | | | | | | | | | | | /s/ Thomas B. Okray | | | | | | | | |

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

| Deborah L. McCoy | | | | | | Director | | | | | | Silvio Napoli | | | | | | Director | | |

| | | | | | | | | |

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

| *By | | | | | | /s/ Thomas B. Okray | | |

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

| | | | Valuation of Customer Relationships and Technology Intangible Assets in the Acquisition of Mission Systems | | |

| *Description of the Matter* | | | As discussed in Note 2 to the consolidated financial statements, during June 2021, the Company completed the acquisition of Mission Systems for a total purchase price of $2.8 billion, 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 made as of the acquisition date were revised during the measurement period in 2022 as third-party valuations were received and finalized resulting in the recognition of customer relationships and technology intangible assets of $764 million and $612 million, respectively. Auditing the Company’s accounting for its acquisition of Mission Systems 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 the 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. The fair value of technology intangible assets is also based on the selection of royalty rates used in the valuation model. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its accounting for the acquisition of Mission Systems, 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 the 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. 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 Mission Systems and expected industry trends and considered whether they were consistent with evidence obtained in other areas of the audit. We also performed sensitivity analyses to evaluate the changes in the fair value of the customer relationships and technology 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. | | |

February 23, 2023

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| February 23, 2023 | | | | | | | | | | | | | | |

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| Balance at January 1, 2020 | | | 413.3 | | | | | | $ | 4 | | | | | $ | 12,200 | | | | | $ | 8,170 | | | | | $ | (4,290) | | | | | $ | (2) | | | | | $ | 16,082 | | | | | $ | 51 | | | | | $ | 16,133 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,410 | | | | | | — | | | | | | — | | | | | | 1,410 | | | | | | 5 | | | | | | 1,415 | | |

| Repurchase of shares | | | (17.1) | | | | | | — | | | | | | — | | | | | | (1,608) | | | | | | — | | | | | | — | | | | | | (1,608) | | | | | | — | | | | | | (1,608) | | |

We are guided by our commitment to do business right, to operate sustainably and to help our customers manage power – today and well into the future.

Founded in 1911, 2023 marks Eaton's 100th anniversary of being listed on the New York Stock Exchange.

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

LIBOR Transition

In July 2017, the United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered Rate (LIBOR), announced it intends to phase out LIBOR.

The final publication of rates for certain USD LIBOR tenors is expected to be on June 30, 2023.

Various parties, including government agencies, are seeking to identify alternative rates to replace LIBOR.

The Company’s new revolving credit facilities discussed in Note 8 do not reference LIBOR and all interest rate swaps that referenced LIBOR have been settled.

Based on the Company's evaluation, the impacts of the transition from LIBOR to alternative rates in its contracts will not have a material impact on the consolidated financial statements.

*Acquisition of Power Distribution, Inc.*

On February 25, 2020, Eaton acquired Power Distribution, Inc. a leading supplier of mission critical power distribution, static switching, and power monitoring equipment and services for data centers and industrial and commercial customers.

The company is headquartered in Richmond, Virginia and is reported within the Electrical Americas business segment.

*Sale of Lighting business*

On March 2, 2020, Eaton sold its Lighting business to Signify N.V. for a cash purchase price of $1.4 billion.

As a result of the sale, the Company recognized a pre-tax gain of $221 million in 2020.

The Lighting business, which had sales of $1.6 billion in 2019 as part of the Electrical Americas business segment, served customers in commercial, industrial, residential, and municipal markets.

During the measurement period which ended in March 2022, opening balance sheet adjustments were made to finalize Eaton's fair value estimates based on the final valuations received, which are summarized in the table below.

During the measurement period which ended in June 2022, opening balance sheet adjustments were made to finalize Eaton's fair value estimates based on the final valuations received, which are summarized in the table below.