Eaton (ETN) 10-K risk factor changes: FY2024 vs FY2023

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

Additionally, many of our products and services [added: include, and we utilize and rely on third-party service-providers whose products] include integrated software and information technology that collects data or connects to external and internal systems.

These threats may originate from anywhere in the connected world and [added: while they may] take the form of phishing, malware, bots, or human-centric [removed: attacks.][added: attacks, the nature of the threat is constantly evolving.]

Eaton [removed: continually seeks] [added: continues] to deploy [added: reasonable] comprehensive measures [added: designed] to deter, prevent, detect, respond to and mitigate these threats.

In addition, we operate in an environment in which there are different and potentially conflicting data privacy laws in effect in the various U.S. states and foreign jurisdictions in which we operate and we must understand and comply with each law and standard in each of these [removed: jurisdictions while ensuring the data is secure.][added: jurisdictions.]

Extreme weather events linked to climate change, including hurricanes, flooding, wildfires, and high heat/water scarcity, [added: may] create physical risks to Eaton’s operating locations and supply [removed: chains.][added: chains, as well as to Eaton's customers' operations.]

While Eaton is working to make its own operations carbon neutral by 2030, [removed: a global failure to achieve commitments] [added: external factors] could cause increases in these extreme weather events, political instability, and workforce migration, ultimately increasing Eaton’s cost of doing business.

[removed: The Company's] [added: Our] manufacturing facilities and operations could be disrupted by a natural disaster, labor strike, war, [added: geopolitical instability and/or conflict,] political unrest, terrorist activity, economic upheaval, or public health concerns [removed: such as the spread of COVID-19.][added: (for example, COVID-19).]

Any such disruption could cause delays in [removed: shipments] [added: production and shipment] of products and the loss of sales and customers, and insurance proceeds may not adequately compensate for losses.

If this trend continues and we are unable to [removed: fully recoup these] [added: address it with] price [removed: increases in] [added: increases,] product [removed: pricing, the] [added: modifications or other adjustments, our] competitive position [removed: of our products and services] may be impacted, which could have a material adverse impact on operating results.

Further, some of [removed: Eaton's] [added: our] suppliers of component parts have increased their prices in response to increased costs of raw materials that they use to manufacture component parts.

While we strive to recoup these increased costs through our [removed: pricing,] [added: pricing or other mediating responses,] if we are unable to do so without compromising the competitive position of our products and services, our results could continue to be impacted by this trend.

Profitability can be negatively impacted by [added: macroeconomic conditions and] volatility in the end markets that Eaton serves.

[removed: The Company has] [added: We have] undertaken measures to reduce the impact of this volatility through diversification of the markets [removed: it serves] [added: we serve] and expansion of the geographic regions in which [removed: it operates.][added: we operate.]

The success of new and improved products and services depends on their initial and continued acceptance by [removed: Eaton's] [added: our] customers.

[removed: The Company's] [added: Our] businesses are affected, to varying degrees, by technological [removed: change] [added: changes] and corresponding shifts in customer demand, which could result in unpredictable product transitions or shortened life cycles.

[removed: Eaton] [added: We] may experience difficulties or delays in the research, development, production, or marketing of new products and services which may prevent [removed: Eaton] [added: us] from recouping or realizing a return on the investments required to bring new products and services to market.

[removed: The Company's market] [added: Our] positions may also be impacted by new entrants into [removed: Eaton's] [added: our] product or regional markets.

Operating globally subjects Eaton to changes in government regulations and policies in a large number of jurisdictions around the world, [removed: including] [added: including, but not limited to,] those related to tariffs and trade barriers, investments, property ownership rights, taxation, data privacy, and exchange controls.

While [removed: the Company monitors] [added: we monitor] exchange rate exposures and [removed: attempts] [added: attempt] to reduce these exposures through hedging activities, these risks could adversely affect [added: our] operating results.

[removed: The Company's] [added: Our] effective tax rate could be affected materially by changes in the mix among earnings in countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets, or changes in tax legislation, regulations, and policies.

The amount of income taxes paid is subject to ongoing audits [added: and litigation] by tax authorities in the countries in which [removed: Eaton operates.][added: we operate.]

If these audits [added: and/or litigation] result in assessments different from amounts reserved, future financial results may include material unfavorable adjustments to [removed: the Company's] [added: our] tax liabilities.

Eaton may be unable to adequately protect its intellectual property rights, which could affect [removed: the Company's] [added: our] ability to compete.

Protecting [removed: Eaton's] [added: our] intellectual property rights is critical to [removed: its] [added: our] ability to compete and succeed.

[removed: The Company owns] [added: We own] a large number of patents and patent applications worldwide, as well as trademark and copyright registrations that are necessary, and contribute significantly, to the preservation of [removed: Eaton's] [added: our] competitive position in various markets.

Eaton enters into confidentiality and invention assignment agreements with [removed: the Company's] employees, and into non-disclosure agreements with suppliers and appropriate customers, so as to limit access to and disclosure of proprietary information.

At any given time, Eaton may be subject to litigation, the disposition of which may have a material adverse effect on [removed: the Company's] [added: our] businesses, financial condition or results of operations.

Some of this information may be stored in the cloud or on networks not managed by Eaton.

Should this trend continue or become more prevalent, it could adversely affect our operating results.

Eaton has been affected by supply chain disruptions and unexpected shortages of raw materials in the future could impact our results.

Technology disruption may impact our stock price and/or negatively impact our end markets.

Our products and services support cutting edge technology and mega trends, including, for example, data centers.

These markets have experienced and may continue to experience the abrupt introduction of disruptive technologies, which may, in turn, negatively impact our end markets.

Additionally, equity markets in this space may be volatile, and may not react rationally to newly introduced products, thus impacting our stock price.

Changes in countries' trade policy globally, including imposition of sanctions or tariffs, may have a material adverse impact on our business and results of operations.

Changes globally in various countries’ trade policies, including tariffs and duties, may materially increase costs for goods imported into the United States and could potentially lead to broader cost pressures even for goods that are not imported.

If Eaton is unable to take mitigating actions, it could negatively impact product margins and our financial performance.

Additionally, potential price increases or other mitigating efforts could negatively impact market share or otherwise increase the risk of customer disputes, giving rise to possible cash flow impacts.

Furthermore, globally evolving trade policies may lead to abrupt or unpredictable changes in tariffs, quotas, duties or trade agreements, potential violations or litigation, which may disrupt our supply chain and/or lead to an increase in costs.

Such policies could make it more difficult or costly for us to export our products to those countries, therefore negatively impacting our financial performance.

Impacts related to, and recovery from, the COVID-19 pandemic could have an adverse effect on our business and results of operations.

The global outbreak of COVID-19 disrupted economic activity around the world.

As a result, we and our employees, suppliers, customers and others were, at times, restricted or prevented from conducting normal business activities, as a result of shutdowns, travel restrictions and other actions that were requested or mandated by governmental authorities.

These impacts were partially mitigated for us, given that a substantial portion of our businesses and facilities were classified as essential in jurisdictions in which facility closures were mandated, and most of these disruptions have subsided.

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.

Further, the pandemic has, and could further disrupt our supply chain.

The duration of and extent to which the COVID-19 pandemic continues to impact our results of operations and financial condition will depend on future developments that are highly uncertain and cannot be predicted.

The impact of COVID-19 may also continue to exacerbate other risks discussed in Item 1A of this Annual Report on Form 10-K, any of which could have a material effect on our results of operations.

Should this trend continue or become more prevalent, the Company may not be able to increase its prices commensurately with its increased costs, adversely affecting operating results.

Eaton has been impacted by supply chain disruptions.

Further, existing free trade laws and regulations provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with 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 products, could have an impact on our business and financial results.

We are [removed: well positioned to capitalize] [added: capitalizing] on the megatrends of [removed: electrification,] [added: the] energy [removed: transition] [added: transition, electrification,] and digitalization.

The reindustrialization of [removed: North America] and [removed: Europe,] growth [added: of megaprojects] in North [removed: American megaprojects,] [added: America] and increased global infrastructure spending focused on clean energy programs are expanding our end markets and positioning Eaton for growth for years to come.

Information by business segment regarding principal products, principal markets, methods of distribution and net sales is presented in Note [removed: 18] [added: 19] of the Notes to the consolidated financial statements.

In normal economic cycles, sales of these segments are historically lower in the first quarter and higher in the third and fourth quarters of a [added: specific] year.

In [removed: 2023, 25%] [added: 2024, 26%] of these segments' sales were made to [removed: seven] [added: eight] large customers of electrical products and electrical systems and services.

In [removed: 2023, 21%] [added: 2024, 23%] of this segment's sales were made to [removed: three] [added: four] large original equipment manufacturers of aircraft.

In [removed: 2023, 33%] [added: 2024, 27%] of this segment's sales were made to three large original equipment manufacturers of [removed: vehicles] [added: vehicles, construction equipment] and related components.

In [removed: 2023, 14%] [added: 2024, 28%] of this segment's sales were made to [removed: three] [added: two] large original equipment manufacturers of [removed: vehicles, construction equipment] [added: vehicles] and related components.

Based on the broad scope of the Company's product lines, management believes that the loss or expiration of any single intellectual property right would not [added: in and of itself] have a material effect on Eaton's consolidated financial statements or its business segments.

[removed: Operations] [added: None-the-less, operations] of the Company involve [added: emissions, as well as] the use and disposal of certain substances regulated under environmental protection laws.

The number of persons employed by our reportable segments and corporate at December 31, [removed: 2023] [added: 2024] are as follows:

| Electrical Americas | | | [removed: 32] [added: 33] | | |

| Electrical Global | | | [removed: 26] [added: 25] | | |

| Aerospace | | | [removed: 14] [added: 12] | | |

| Vehicle | | | [removed: 12] [added: 13] | | |

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

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

At December 31, [removed: 2023,] [added: 2024,] Eaton’s distribution by gender, and United States distribution by minority status, is as follows:

| Board of directors | | | | | | [removed: 10] [added: 12] | | | | | | [removed: 3] [added: 4] | | | | | | [removed: 30.0] [added: 33.3] | | % | | | | [removed: 8] [added: 10] | | | | | | [removed: 4] [added: 5] | | | | | | 50.0 | | % |

| Global leadership team | | | | | | [removed: 25] [added: 24] | | | | | | 4 | | | | | | [removed: 16.0] [added: 16.7] | | % | | | | [removed: 23] [added: 22] | | | | | | [removed: 11] [added: 9] | | | | | | [removed: 47.8] [added: 40.9] | | % |

At Eaton, one of our [removed: aspirational goals] [added: aspirations] is to be a model of inclusion and diversity among our peers.

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

Eaton regularly benchmarks its compensation [added: and benefits] practices [removed: with] [added: against those of our] industry peers [added: and in the markets in which we operate] to [added: ensure our plans and programs are aligned with external practices in effort to] maintain a [removed: top] [added: high] performing workforce.

[removed: Eaton’s 2023] [added: Eaton's 2024] total employee costs [removed: was $6.1] [added: were $6.5] billion including salaries, wages, equity-based compensation, pension and other benefits.

The total compensation of our median employee on October 1, [removed: 2022,] [added: 2023,] as reported in our [removed: 2023] [added: 2024] Proxy Statement filed on March [removed: 17, 2023,] [added: 15, 2024,] and as calculated in accordance with Item 402(u) of Regulation S-K, was [removed: $59,064.][added: $50,683.]

Our [removed: 2022] [added: 2023] Total Recordable Case Rate (TRCR) was [removed: 0.40] [added: 0.43] and our Days Away Case Rate (DACR) was [removed: 0.16.][added: 0.20.]

Our [removed: 2023] [added: 2024] TRCR will be provided in our annual Sustainability Report to be issued in [removed: 2024.][added: 2025.]

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

Founded in 1911, Eaton has continuously evolved to meet the changing and expanding needs of our stakeholders.

With revenues of nearly $25 billion in 2024, the Company serves customers in more than 160 countries.

Eaton is considered among the market leaders in this segment.

To mitigate the impact of supply chain risk events we continue to invest in supply chain resiliency and work closely with our partners.

*Intellectual Property*

The Company works diligently to protect its intellectual property, including innovations, through various legal means.

| (In thousands) | | | 2024 | | |

| Executives | | | | | | 690 | | | | | | 177 | | | | | | 25.7 | | % | | | | 495 | | | | | | 109 | | | | | | 22.0 | | % |

| Managers | | | | | | 8,780 | | | | | | 2,186 | | | | | | 24.9 | | % | | | | 4,545 | | | | | | 1,036 | | | | | | 22.8 | | % |

| All other employees | | | | | | 84,949 | | | | | | 26,531 | | | | | | 31.2 | | % | | | | 24,901 | | | | | | 8,959 | | | | | | 36.0 | | % |

| All employees | | | | | | 94,443 | | | | | | 31,898 | | | | | | 33.8 | | % | | | | 29,963 | | | | | | 10,113 | | | | | | 33.8 | | % |

A key component of Eaton’s attraction and retention strategy is providing a competitive total rewards package which includes items such as salaries, wages, short- and long-term incentive compensation, in addition to health, welfare, retirement, and other benefits.

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

We reported revenues of $23.2 billion in 2023 and serve customers in more than 160 countries.

Eaton has a strong competitive position in this segment and, with respect to many products, is considered among the market leaders.

Eaton has a strong competitive position in this segment.

*Hydraulics*

On August 2, 2021, Eaton completed the sale of the Hydraulics business to Danfoss A/S, a Danish industrial company.

Prior to the sale, the Hydraulics business was a reportable operating segment.

However, as global economies continued to recover from the COVID-19 pandemic and supply chains adjusted to 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.

During this time, we worked closely with our suppliers to manage and minimize the impact on our supply chain.

*Patents and Trademarks*

The Company's policy is to file applications and obtain patents for the majority of its novel and innovative new products including product modifications and improvements.

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

| 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 | | % |

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

[removed: Annual report pursuant to Section] [added: ☑ ANNUAL REPORT PURSUANT TO SECTION] 13 [removed: or] [added: OR] 15(d) [removed: of the Securities Exchange Act of] [added: OF THE SECURITIES EXCHANGE ACT OF] 1934

For the year [removed: ended] [added: ended] December 31, [removed: 2023][added: 2024]

The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of June 30, [removed: 2023] [added: 2024] was [removed: $80.2] [added: $124.8] billion.

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 399.5] [added: 392.0] million Ordinary Shares outstanding.

Portions of the Proxy Statement for the [removed: 2024] [added: 2025] annual shareholders meeting are incorporated by reference into Part III.

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OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ______

| [Part I](#i685041f3d2464293b7a5fe3f6038f3c7_34) | | | | | | | | | [2](#i685041f3d2464293b7a5fe3f6038f3c7_34) | | |

| [Part II](#i685041f3d2464293b7a5fe3f6038f3c7_61) | | | | | | | | | [11](#i685041f3d2464293b7a5fe3f6038f3c7_61) | | |

| [Part IV](#i685041f3d2464293b7a5fe3f6038f3c7_112) | | | | | | | | | [14](#i685041f3d2464293b7a5fe3f6038f3c7_112) | | |

| [SIGNATURES](#i685041f3d2464293b7a5fe3f6038f3c7_121) | | | | | | | | | [19](#i685041f3d2464293b7a5fe3f6038f3c7_121) | | |

(Check one):

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

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

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

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

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

Eaton's Board of Directors is trained annually regarding incident response and risk management.

The Audit Committee also participates in risk management training related to cybersecurity risk management specifically.

The Company maintains manufacturing facilities at approximately [removed: 208] [added: 193] locations in [removed: 35] [added: 34] countries.

A listing of executive officers, their ages, positions and offices held over the past five years, as of February [removed: 5, 2024,] [added: 1, 2025,] is as follows:

| Craig Arnold | | | | | | [removed: 63] [added: 64] | | | | | | Chairman of Eaton Corporation plc (June 1, 2016 - present) | | |

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

| Heath B. Monesmith | | | | | | [removed: 53] [added: 54] | | | | | | President and Chief Operating Officer - Electrical Sector of Eaton Corporation | | |

| | | | | | | | | | | | | (July 5, 2022 - [removed: present)] [added: December 31, 2024)] | | |

| [added: Ernest W. Marshall, Jr.] | | | | | | [added: 56] | | | | | | Executive Vice President and [removed: General Counsel] [added: Chief Human Resources Officer] of Eaton Corporation | | |

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

| Taras G. Szmagala, Jr. | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, Chief Legal Officer of Eaton Corporation | | |

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

| [removed: Daniel R. Hopgood] [added: Adam Wadecki] | | | | | | [removed: 52] [added: 41] | | | | | | Senior Vice President and Controller of Eaton Corporation (April [removed: 1, 2021] [added: 22, 2024] - present) | | |

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

| [removed: Peter Denk] | | | | | | [removed: 49] | | | | | | President - Mobility Group of Eaton Corporation (April 1, 2023 - [removed: present)] [added: December 31, 2024)] | | |

| [removed: Nandakumar Cheruvatath] [added: John Sapp] | | | | | | [removed: 62] [added: 51] | | | | | | President - Aerospace Group of Eaton Corporation [removed: (September 1, 2015] [added: (December 4, 2023] - present) | | |

| Mike Yelton | | | | | | [removed: 54] [added: 55] | | | | | | President - Americas Region, Electrical Sector of Eaton Corporation | | |

| | | | | | | | | | | | | [added: of Eaton Corporation] (January 1, 2023 - April 1, 2023) | | |

| | | | | | | | | | | | | President - Commercial and Residential Distribution Solutions Business [added: of Eaton] | | |

| | | | | | | | | | | | | [added: Corporation] (July 1, 2019 - January 1, 2023) | | |

| Paulo Ruiz | | | | | | 50 | | | | | | Director of Eaton Corporation plc (September 2, 2024 - present) | | |

| | | | | | | | | | | | | (September 2, 2024 - present) | | |

| Peter Denk | | | | | | 50 | | | | | | President and Chief Operating Officer - Industrial Sector of Eaton Corporation | | |

| | | | | | | | | | | | | (January 1, 2025 - present) | | |

| | | | | | | | | | | | | (September 27, 2023 - April 21, 2024) | | |

| | | | | | | | | | | | | Chief Financial Officer, Corporate Finance and Finance Transformation of General | | |

| | | | | | | | | | | | | Electric and its successor, General Electric Healthcare (April 2023 - September 2023) | | |

| | | | | | | | | | | | | Chief Financial Officer of Global Medical Imaging of General Electric and its | | |

| | | | | | | | | | | | | successor, General Electric Healthcare (June 2021 - April 2023) | | |

| | | | | | | | | | | | | Vice President, Grainger Business Unit Finance of W.W. Grainger, Inc. | | |

| | | | | | | | | | | | | (January 2020 - May 2021) | | |

| Antonio Galvao | | | | | | 63 | | | | | | President - Mobility Group of Eaton Corporation (January 1, 2025 - present) | | |

| | | | | | | | | | | | | President - Mobility Group and Corporate, South America of Eaton Corporation | | |

| | | | | | | | | | | | | (August 1, 2012 - December 31, 2024) | | |

| | | | | | | | | | | | | Vice President and General Manager, Strategic Solutions for Mission Systems of | | |

| | | | | | | | | | | | | Collins Aerospace, an RTX Corporation business (July 2023 - December 2023) | | |

| | | | | | | | | | | | | Vice President and General Manager, Integrated Solutions of Collins Aerospace, an | | |

| | | | | | | | | | | | | RTX Corporation business (June 2022 - July 2023) | | |

| | | | | | | | | | | | | General Manager, Simulation Solutions and Services of Collins Aerospace, an RTX | | |

| | | | | | | | | | | | | Corporation business (November 2021 - June 2022) | | |

| | | | | | | | | | | | | Vice President of Commercial Aftermarket Sales and Support of Collins Aerospace, an | | |

| | | | | | | | | | | | | RTX Corporation business (August 2020 - November 2021) | | |

| | | | | | | | | | | | | Senior Director, Aftermarket Services Global Sales of Collins Aerospace, an RTX | | |

| | | | | | | | | | | | | Corporation business (October 2018 - July 2020) | | |

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

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

| | | | | | | | | | | | | Chief Executive Officer of Dresser-Rand, a Siemens Business | | |

| | | | | | | | | | | | | (October 9, 2017 - April 1, 2019) | | |

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

| | | | | | | | | | | | | President and General Manager - Commercial Distribution Products & Assemblies | | |

| | | | | | | | | | | | | Business (April 1, 2015 - July 1, 2019) | | |

At December 31, [removed: 2023,] [added: 2024,] there were [removed: 9,579] [added: 9,117] holders of record of the Company's ordinary shares.

Additionally, [removed: 13,994] [added: 13,949] 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 2024, 2.5 million ordinary shares were repurchased in the open market at a total cost of $870 million.

These shares were repurchased under the program approved by the Board on February 23, 2022 (the 2022 Program).

A summary of the shares repurchased in the fourth quarter of 2024 is as follows:

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

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

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

| October | | | | | | 939,785 | | | | | | $ | 336.19 | | | | | 939,785 | | | | | | $ | 2,770 | |

| November | | | | | | 822,030 | | | | | | $ | 351.99 | | | | | 822,030 | | | | | | $ | 2,481 | |

| December | | | | | | 743,606 | | | | | | $ | 356.63 | | | | | 743,606 | | | | | | $ | 2,216 | |

| Total | | | | | | 2,505,421 | | | | | | $ | 347.44 | | | | | 2,505,421 | | | | | | | | |

During the fourth quarter of 2023, there were no shares repurchased.

Based on that evaluation, Eaton's management concluded that the Company's disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

“Report of Independent Registered Public Accounting Firm” relating to internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] is included in Item 15 of this Form 10-K.

During the fourth quarter of [removed: 2023,] [added: 2024,] 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.

During the three months ended December 31, 2024, no director or officer of the Company adopted, amended or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

None.

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: 15, 2024,] [added: 14, 2025,] and is incorporated by reference.

There were no changes during the fourth quarter [removed: 2023] [added: 2024] 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: 15, 2024,] [added: 14, 2025,] and is incorporated by reference.

The Company has adopted and maintained a long standing insider trading policy (the Policy) governing the purchase and disposition of its securities by directors, employees and the Company itself.

The Policy mandates compliance with insider trading laws, rules, and regulations, as well as the NYSE listing standards, and contains procedures that are designed to facilitate and promote the same.

The Policy, attached hereto as [Exhibit 19](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000006/etn12312024ex19.htm), is incorporated herein 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: 15, 2024,] [added: 14, 2025,] 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: 15, 2024,] [added: 14, 2025,] 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: 15, 2024,] [added: 14, 2025,] 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: 15, 2024,] [added: 14, 2025,] 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: 15, 2024,] [added: 14, 2025,] and is incorporated by reference.

Consolidated Statements of Income - Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Comprehensive Income - Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Balance Sheets - December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows - Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Shareholders' Equity - Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| | | | (hhh) | | | [5-Year Revolving Credit Agreement, dated as of October 3, 2022, 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_ex10-1.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1551182/000114036122036580/brhc10042768_ex10-1.htm) [- Incorporated by reference](https://www.sec.gov/Archives/edgar/data/1551182/000114036122036580/brhc10042768_ex10-1.htm) [to Exhibit 10.1 to the Current Report on Form 8-K filed on October 7, 2022](https://www.sec.gov/Archives/edgar/data/1551182/000114036122036580/brhc10042768_ex10-1.htm)] | | | | | |

| | | | (iii) | | | [364-Day Revolving Credit Agreement, dated as [removed: of 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)[,] [added: of](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000041/etn09302024ex102.htm) [September 30](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000041/etn09302024ex102.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000041/etn09302024ex102.htm)[4](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000041/etn09302024ex102.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/1551182/000155118224000006/etn12312023ex10iii.htm)[.](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex10iii.htm) [\- Filed in conjunction with this] [added: agent](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000041/etn09302024ex102.htm) [- Incorporated by reference to Exhibit 10.2 to the Quarterly Report on] Form [removed: 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)] [added: 10-Q for t](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000041/etn09302024ex102.htm)[he quarterly period ended September 30, 2024](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000041/etn09302024ex102.htm)] | | | | | |

| 21 | | | | | | [Subsidiaries of Eaton Corporation plc - Filed in conjunction with this Form 10-K Report [removed: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex21.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000006/etn12312024ex21.htm)] | | | | | |

| 22 | | | | | | [Table of Senior Notes, Issuer and Guarantors [removed: -](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm) [Incorporated] [added: - Incorporated] by reference to [removed: the](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm) [Form] [added: the Form] 10-K [removed: Report](https://www.sec.gov/Archives/edgar/data/1551182/000155118223000004/etn12312022ex22.htm) [filed] [added: Report 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/1551182/000155118224000006/etn12312023ex23.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000006/etn12312024ex23.htm)] | | | | | |

| 24 | | | | | | [Power of Attorney - Filed in conjunction with this Form 10-K Report [removed: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex24.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000006/etn12312024ex24.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/1551182/000155118224000006/etn12312023ex311.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000006/etn12312024ex311.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/1551182/000155118224000006/etn12312023ex312.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000006/etn12312024ex312.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/1551182/000155118224000006/etn12312023ex321.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000006/etn12312024ex321.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/1551182/000155118224000006/etn12312023ex322.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000006/etn12312024ex322.htm)] | | | | | |

| 97 | | | | | | [Recoupment policy of Eaton Corporation plc [removed: - Filed in conjunction with this Form 10-K Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex97.htm)] [added: -](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex97.htm) [Incorporated by reference](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex97.htm) [](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex97.htm)[to the](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex97.htm) [Form 10-K](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex97.htm) [filed](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex97.htm) [for the year ended December 31, 2023](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex97.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: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] (iii) Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] (iv) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] (v) Consolidated Statements of Shareholders' Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] and (vi) Notes to consolidated financial statements for the year ended December 31, [removed: 2023.][added: 2024.]

| 19 | | | | | | [Insider Trading Policy and Procedures - Filed in conjunction with this Form 10-K Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000006/etn12312024ex19.htm) | | | | | |

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

| Date: | | | February [removed: 29, 2024] [added: 27, 2025] | | | By: | | | /s/ Olivier Leonetti | | |

Date: February [removed: 29, 2024][added: 27, 2025]

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

| Robert V. Pragada | | | | | | Director | | | | | | [removed: Lori J. Ryerkerk] [added: Paulo Ruiz] | | | | | | Director | | |

| Gerald B. Smith | | | | | | Director | | | | | | [removed: Dorothy C. Thompson] [added: Karenann Terrell] | | | | | | Director | | |

| [removed: Darryl L. Wilson] [added: Dorothy C. Thompson] | | | | | | Director | | | | | | [added: Darryl L. Wilson] | | | | | | [added: Director] | | |

We have audited the accompanying consolidated balance sheets of Eaton Corporation plc (“the Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 29, 2024] [added: 27, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Note 12 to the consolidated financial statements, the Company had gross unrecognized income tax benefits of [removed: $1,300] [added: $1,361] million related to its uncertain tax positions at December 31, [removed: 2023.] [added: 2024.] 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. | | |

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: 2023.][added: 2024.]

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: four] [added: five] independent directors.

| /s/ Craig Arnold | | | | | | /s/ Olivier Leonetti | | | | | | /s/ [removed: Daniel R. Hopgood] [added: Adam Wadecki] | | |

We have audited Eaton Corporation plc’s (“the Company”) internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 29, 2024] [added: 27, 2025] 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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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

| (In millions except for per share data) | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | | | | | | | | | | | | | $ | [removed: 23,196] [added: 24,878] | | | | | $ | [removed: 20,752] [added: 23,196] | | | | | $ | [removed: 19,628] [added: 20,752] | |

| Cost of products sold | | | | | | | | | | | | | | | [removed: 14,762] [added: 15,375] | | | | | | [removed: 13,865] [added: 14,762] | | | | | | [removed: 13,293] [added: 13,865] | | |

| Selling and administrative expense | | | | | | | | | | | | | | | [removed: 3,795] [added: 4,077] | | | | | | [removed: 3,227] [added: 3,795] | | | | | | [removed: 3,256] [added: 3,227] | | |

| Research and development expense | | | | | | | | | | | | | | | [removed: 754] [added: 794] | | | | | | [removed: 665] [added: 754] | | | | | | [removed: 616] [added: 665] | | |

| Interest expense - net | | | | | | | | | | | | | | | [removed: 151] [added: 130] | | | | | | [removed: 144] [added: 151] | | | | | | 144 | | |

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

| Other [removed: expense (income)] [added: income] - net | | | | | | | | | | | | | | | [removed: (93)] [added: (64)] | | | | | | [removed: (36)] [added: (93)] | | | | | | [removed: 40] [added: (36)] | | |

| Income before income taxes | | | | | | | | | | | | | | | [removed: 3,827] [added: 4,566] | | | | | | [removed: 2,911] [added: 3,827] | | | | | | [removed: 2,896] [added: 2,911] | | |

| Income tax expense | | | | | | | | | | | | | | | [removed: 604] [added: 768] | | | | | | [removed: 445] [added: 604] | | | | | | [removed: 750] [added: 445] | | |

| Net income | | | | | | | | | | | | | | | [removed: 3,223] [added: 3,798] | | | | | | [removed: 2,465] [added: 3,223] | | | | | | [removed: 2,146] [added: 2,465] | | |

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

| Net income attributable to Eaton ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 3,218] [added: 3,794] | | | | | $ | [removed: 2,462] [added: 3,218] | | | | | $ | [removed: 2,144] [added: 2,462] | |

| Diluted | | | | | | | | | | | | | | | $ | [removed: 8.02] [added: 9.50] | | | | | $ | [removed: 6.14] [added: 8.02] | | | | | $ | [removed: 5.34] [added: 6.14] | |

| Basic | | | | | | | | | | | | | | | [removed: 8.06] [added: 9.54] | | | | | | [removed: 6.17] [added: 8.06] | | | | | | [removed: 5.38] [added: 6.17] | | |

| Diluted | | | | | | | | | | | | | | | [removed: 401.1] [added: 399.4] | | | | | | [removed: 400.8] [added: 401.1] | | | | | | [removed: 401.6] [added: 400.8] | | |

| Basic | | | | | | | | | | | | | | | [removed: 399.1] [added: 397.6] | | | | | | [removed: 398.7] [added: 399.1] | | | | | | 398.7 | | |

| Cash dividends declared per ordinary share | | | | | | | | | | | | | | | $ | [removed: 3.44] [added: 3.76] | | | | | $ | [removed: 3.24] [added: 3.44] | | | | | $ | [removed: 3.04] [added: 3.24] | |

| (In millions) | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net income | | | | | | | | | | | | | | | $ | [removed: 3,223] [added: 3,798] | | | | | $ | [removed: 2,465] [added: 3,223] | | | | | $ | [removed: 2,146] [added: 2,465] | |

| /s/ Adam Wadecki | | | | | | | | | | | | * | | | | | | | | |

| Lori J. Ryerkerk | | | | | | Director | | | | | | Andre Schulten | | | | | | Director | | |

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

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

February 27, 2025

| February 27, 2025 | | | | | | | | | | | | | | |

February 27, 2025

| /s/ Craig Arnold | | | | | | /s/ Olivier Leonetti | | | | | | /s/ Adam Wadecki | | |

| February 27, 2025 | | | | | | | | | | | | | | |

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

| Return of investment from associate companies | | | 33 | | | | | | 9 | | | | | | 1 | | |

| Repurchase of shares | | | (7.8) | | | | | | — | | | | | | — | | | | | | (2,500) | | | | | | — | | | | | | — | | | | | | (2,500) | | | | | | — | | | | | | (2,500) | | | | | |

| Balance at December 31, 2024 | | | 392.9 | | | | | | $ | 4 | | | | | $ | 12,731 | | | | | $ | 10,096 | | | | | $ | (4,342) | | | | | $ | (1) | | | | | $ | 18,488 | | | | | $ | 43 | | | | | $ | 18,531 | | | | |

Founded in 1911, Eaton has continuously evolved to meet the changing and expanding needs of our stakeholders.

With revenues of nearly $25 billion in 2024, the Company serves customers in more than 160 countries.

Income (loss) from these investments was $12 million, $20 million, and $(5) million for 2024, 2023 and 2022, respectively, and reported in Other income - net on the Consolidated Statements of Income.

Monetary assets and liabilities denominated in currencies other than the functional currency of the subsidiary are remeasured to the functional currency at the exchange rate in effect at the balance sheet date.

Gains from the remeasurement of foreign currency were $15 million, $27 million, and $67 million for 2024, 2023 and 2022, respectively, net of the impact of currency exchange contracts.

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

Eaton adopted Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the fourth quarter of 2024 on a retrospective basis.

The annual goodwill impairment test was performed using a qualitative analysis in 2023, except for the Vehicle reporting unit which used a quantitative analysis in 2023.

In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03).

This accounting standard requires disaggregated income statement expense disclosures on an annual and interim basis, including inventory purchases, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains these expenses.

The standard also requires disclosure of total selling expenses on an annual and interim basis, and the definition of those expenses disclosed annually.

*Acquisition of Exertherm*

On May 20, 2024, Eaton acquired Exertherm, a U.K.-based provider of thermal monitoring solutions for electrical equipment.

*Acquisition of a 49%* *stake in NordicEPOD AS*

On May 31, 2024, Eaton acquired a 49 percent stake in NordicEPOD AS, which designs and assembles standardized power modules for data centers in the Nordic region.

Eaton accounts for this investment on the equity method of accounting and it is reported within the Electrical Global business segment.

| Translation | | | (15) | | |

The allocation of the Exertherm purchase price is preliminary and will be completed during the measurement period.

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| 2024 | | | $ | 405 | |

| 2025 | | | 396 | | |

| 2026 | | | 381 | | |

| 2029 | | | 271 | | |

| Invoices confirmed during the period | | | 1,424 | | | | | | | | |

| Invoices paid during the period | | | (1,389) | | | | | | | | |

| Translation | | | (6) | | | | | | | | |

| (In millions) | | | 2024 | | | | | | 2023 | | |

| /s/ Daniel R. Hopgood | | | | | | | | | | | | * | | | | | | | | |

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

February 29, 2024

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

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

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

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

| Balance at January 1, 2021 | | | 398.1 | | | | | | $ | 4 | | | | | $ | 12,329 | | | | | $ | 6,794 | | | | | $ | (4,195) | | | | | $ | (2) | | | | | $ | 14,930 | | | | | $ | 43 | | | | | $ | 14,973 | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 2,144 | | | | | | — | | | | | | — | | | | | | 2,144 | | | | | | 2 | | | | | | 2,146 | | | | | |

| Repurchase of shares | | | (0.9) | | | | | | — | | | | | | — | | | | | | (122) | | | | | | — | | | | | | — | | | | | | (122) | | | | | | — | | | | | | (122) | | | | | |

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

We reported revenues of $23.2 billion in 2023 and serve customers in more than 160 countries.

Eaton adopted Accounting Standards Update 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, in the first quarter of 2023.

The standard requires disclosure of certain information about the Company's supply chain finance program, including key terms and a rollforward of confirmed amounts payable.

The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt market holders of a business enterprise.

The standard is required to be applied retrospectively to all periods presented in the consolidated financial statements.

Eaton plans to adopt the standard for the year ended December 31, 2024.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09).

*Acquisition of Tripp Lite*

On March 17, 2021, Eaton acquired Tripp Lite for $1.65 billion, net of cash received.

Tripp Lite is a leading supplier of power quality products and connectivity solutions including single-phase uninterruptible power supply systems, rack power distribution units, surge protectors, and enclosures for data centers, industrial, medical, and communications markets in the Americas.

The acquisition of Tripp Lite has been accounted for using the acquisition method of accounting which requires the assets acquired and liabilities assumed be recognized at their respective fair values on the acquisition date.

The final allocation as of the date of acquisition follows:

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

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

| (In millions) | | | | | | | | | | | | | | | | | | | | | | | | Final Allocation | | |

| Accounts receivable | | | | | | | | | | | | | | | | | | | | | | | | 93 | | |

| Inventory | | | | | | | | | | | | | | | | | | | | | | | | 179 | | |

| Prepaid expenses and other current assets | | | | | | | | | | | | | | | | | | | | | | | | 5 | | |

| Accounts payable | | | | | | | | | | | | | | | | | | | | | | | | (13) | | |

| Total identifiable net assets | | | | | | | | | | | | | | | | | | | | | | | | 675 | | |

| Goodwill | | | | | | | | | | | | | | | | | | | | | | | | 976 | | |

| Total consideration, net of cash received | | | | | | | | | | | | | | | | | | | | | | | | $ | 1,651 | |

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring Tripp Lite.

Goodwill recognized as a result of the acquisition is not deductible for tax purposes.

The estimated fair values of the customer relationships, trademarks and technology intangible assets of $539 million, $33 million, and $32 million, respectively, were determined using either the relief-from-royalty model or the multi-period excess earnings model, which are discounted cash flow models that rely on the Company's estimates.

These estimates require judgment of future revenue growth rates, future margins, and the applicable weighted-average cost of capital used to discount those estimated cash flows.

The estimated useful lives for customer relationships, trademarks and technology intangible assets were 20 years, 15 years, and 5 years, respectively.

Eaton's 2021 consolidated financial statements include Tripp Lite’s results of operations, including segment operating profit of $139 million on sales of $419 million, from the date of acquisition through December 31, 2021.

*Acquisition of a 50% stake in HuanYu High Tech*