(a) (1) The reports of the independent registered public accounting firm, consolidated financial statements and notes to consolidated financial statements are included in Item 8 above:
Reports of Ernst & Young LLP Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Statements of Income - Years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Income - Years ended December 31, 2024, 2023 and 2022
Consolidated Balance Sheets - December 31, 2024 and 2023
Consolidated Statements of Cash Flows - Years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Shareholders' Equity - Years ended December 31, 2024, 2023 and 2022
Notes to consolidated financial statements
(2) All other schedules for which provision is made in Regulation S-X of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.
(b) Exhibits incorporated by reference to or filed in conjunction with this form 10-K are listed below.
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| 3 (i) | | | Certificate of Incorporation - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | | | | |
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| 3 (ii) | | | Amended and restated Memorandum and Articles of Incorporation - Incorporated by reference to the Form 8-K Report filed on May 1, 2017 | | | | | | | | |
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| 4.1 | | | Description of Eaton Corporation plc’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 of the registrant's Form 10-K filed on February 26, 2020) | | | | | | | | |
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| 4.2 | | | Indenture dated as of November 20, 2012, among Turlock Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of Eaton Corporation plc's Form 8-K Current Report filed on November 26, 2012 (Commission File No. 333-182303)) | | | | | | | | |
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| 4.3 | | | Supplemental Indenture No. 1, dated as of November 30, 2012, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of the registrant's Form S-4 filed on September 6, 2013) | | | | | | | | |
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| 4.4 | | | Supplemental Indenture No. 2, dated as of January 8, 2013, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 of the registrant's Form S-4 filed on September 6, 2013) | | | | | | | | |
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| 4.5 | | | Supplemental Indenture No. 3, dated as of December 20, 2013, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 of the registrant's Form 10-K filed on February 28, 2018) | | | | | | | | |
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| 4.6 | | | Supplemental Indenture No. 4, dated as of December 20, 2017 and effective as of January 1, 2018, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.5 of the registrant's Form 10-K filed on February 28, 2018) | | | | | | | | |
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| 4.7 | | | Supplemental Indenture No. 5, dated as of February 16, 2018, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.6 of the registrant's Form 10-K filed on February 28, 2018) | | | | | | | | |
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| 4.8 | | | Indenture dated as of August 23, 2022, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee | | | | | | | | |
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| 4.9 | | | First Supplemental Indenture dated as of August 23, 2022, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee | | | | | | | | |
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| 4.10 | | | Second Supplemental Indenture dated as of August 23, 2022, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee | | | | | | | | |
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| 4.11 | | | Pursuant to Regulation S-K Item 601(b)(4), Eaton agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its long-term debt other than those set forth in Exhibits (4.2 - 4.10) hereto | | | | | | | | |
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| 10 | | | Material contracts | | | | | | | | |
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| | | (a) | | | Senior Executive Incentive Compensation Plan (effective February 27, 2013) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
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| | | (b) | | | Deferred Incentive Compensation Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | | | | | |
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| | | (c) | | | First Amendment to Deferred Incentive Compensation Plan II - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | |
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| | | (d) | | | Excess Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | | | | | |
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| | | (e) | | | First Amendment to Excess Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
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| | | (f) | | | Incentive Compensation Deferral Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | | | | | |
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| | | (g) | | | First Amendment to Incentive Compensation Deferral Plan II - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | |
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| | | (h) | | | Limited Eaton Service Supplemental Retirement Income Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | | | | | |
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| | | (i) | | | First Amendment to Limited Eaton Service Supplemental Retirement Income Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
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| | | (j) | | | Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | | | | | |
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| | | (k) | | | First Amendment to Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
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| | | (l) | | | Form of Restricted Share Unit Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
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| | | (m) | | | Form of Restricted Share Award Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
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| | | (n) | | | Form of Restricted Share Agreement (Non-Employee Directors) - Incorporated by reference to the Form 8-K Report filed February 1, 2010 | | | | | |
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| | | (o) | | | Form of Directors' Restricted Share Unit Agreement - Incorporated by reference to the Form 10-K report for the year ended December 31, 2012 | | | | | |
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| | | (p) | | | Form of Stock Option Agreement for Executives - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
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| | | (q) | | | Form of Stock Option Agreement for Non-Employee Directors (2008) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007 | | | | | |
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| | | (r) | | | Amended and Restated 2002 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | |
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| | | (s) | | | Amended and Restated 2004 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | |
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| | | (t) | | | Amended and Restated 2008 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | |
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| | | (u) | | | Second Amended and Restated 2009 Stock Plan - Incorporated by reference to Form S-8 filed November 30, 2012 | | | | | |
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| | | (v) | | | Amended and Restated 2012 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | |
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| | | (w) | | | Amendment to Amended and Restated 2012 Stock Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
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| | | (x) | | | First Amendment to 2005 Non-Employee Director Fee Deferral Plan - Incorporated by reference to the Form S-8 filed November 30, 2012 | | | | | |
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| | | (y) | | | 2013 Non-Employee Director Fee Deferral Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
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| | | (z) | | | 2015 Stock Plan - Incorporated by reference to the Form S-8 filed on October 30, 2015 | | | | | |
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| | | (aa) | | | Form of Change of Control Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 8-K Report filed on December 17, 2015 | | | | | |
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| | | (bb) | | | Form of Indemnification Agreement entered into with directors - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
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| | | (cc) | | | Form of Indemnification Agreement II entered into with directors - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
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| | | (dd) | | | Amended and Restated Executive Strategic Incentive Plan (amended and restated February 27, 2013) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
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| | | (ee) | | | Executive Strategic Incentive Plan II (effective January 1, 2001) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002 | | | | | |
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| | | (ff) | | | Amended and Restated Supplemental Executive Strategic Incentive Plan (amended and restated February 27, 2013) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
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| | | (gg) | | | Deferred Incentive Compensation Plan (amended and restated effective November 1, 2007) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2009 | | | | | |
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| | | (hh) | | | Excess Benefits Plan (amended and restated effective January 1, 1989) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002 | | | | | |
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| | | (ii) | | | Amendment to Excess Benefits Plan I - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
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| | | (jj) | | | Supplemental Benefits Plan (amended and restated January 1, 1989) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002 | | | | | |
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| | | (kk) | | | Amendment to Supplemental Benefits Plan I - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012 | | | | | |
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| | | (ll) | | | Eaton Corporation Board of Directors Policy on Incentive Compensation, Stock Options and Other Equity Grants upon the Restatement of Financial Results - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
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| | | (mm) | | | Amended and Restated Grantor Trust Agreement for Non-Employee Directors’ Deferred Fees Plans - effective January 1, 2010 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2010 | | | | | |
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| | | (nn) | | | Amended and Restated Grantor Trust Agreement for Employees’ Deferred Compensation Plans - effective January 1, 2010 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2010 | | | | | |
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| | | (oo) | | | Eaton Savings Plan 2016 Restatement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
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| | | (pp) | | | First Amendment to Eaton Savings Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
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| | | (qq) | | | Second Amendment to Eaton Savings Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
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| | | (rr) | | | Seventh Amendment to Eaton Savings Plan 2016 Restatement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2020 | | | | | |
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| | | (ss) | | | Eaton Personal Investment Plan 2015 Restatement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
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| | | (tt) | | | First Amendment to Eaton Personal Investment Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
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| | | (uu) | | | Second Amendment to Eaton Personal Investment Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
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| | | (vv) | | | Performance Share Award Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
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| | | (ww) | | | Form of Indemnification Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
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| | | (xx) | | | Amendment to Limited Eaton Service Supplemental Retirement Income Plan I- Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015 | | | | | |
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| | | (yy) | | | Amendment to Eaton Corporation Excess Benefits Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
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| | | (zz) | | | Amendment to Eaton Corporation Supplemental Benefits Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
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| | | (aaa) | | | Second Amendment to Eaton Corporation Excess Benefits Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
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| | | (bbb) | | | Second Amendment to Limited Eaton Service Supplemental Retirement Income Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
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| | | (ccc) | | | Second Amendment to Eaton Corporation Supplemental Benefits Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
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| | | (ddd) | | | 2016 RSU Grant Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
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| | | (eee) | | | 2016 Performance Share Grant Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
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| | | (fff) | | | Special 2016 Performance Share Grant Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016 | | | | | |
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| | | (ggg) | | | 2020 Stock Plan - Incorporated by reference to the Form S-8 filed on November 3, 2020 | | | | | |
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| | | (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 agent - Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 7, 2022 | | | | | |
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| | | (iii) | | | 364-Day Revolving Credit Agreement, dated as of September 30, 2024, 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 agent - Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 | | | | | |
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| 19 | | | | | | Insider Trading Policy and Procedures - Filed in conjunction with this Form 10-K Report * | | | | | |
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| 21 | | | | | | Subsidiaries of Eaton Corporation plc - Filed in conjunction with this Form 10-K Report * | | | | | |
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| 22 | | | | | | Table of Senior Notes, Issuer and Guarantors - Incorporated by reference to the Form 10-K Report filed on February 23, 2023 | | | | | |
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| 23 | | | | | | Consent of Independent Registered Public Accounting Firm - Filed in conjunction with this Form 10-K Report * | | | | | |
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| 24 | | | | | | Power of Attorney - Filed in conjunction with this Form 10-K Report * | | | | | |
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| 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 * | | | | | |
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| 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 * | | | | | |
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| 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 * | | | | | |
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| 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 * | | | | | |
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| 97 | | | | | | Recoupment policy of Eaton Corporation plc - Incorporated by reference to the Form 10-K filed for the year ended December 31, 2023 | | | | | |
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| 101.INS | | | | | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * | | | | | |
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| 101.SCH | | | | | | XBRL Taxonomy Extension Schema Document * | | | | | |
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| 101.CAL | | | | | | XBRL Taxonomy Extension Calculation Linkbase Document * | | | | | |
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| 101.DEF | | | | | | XBRL Taxonomy Extension Definition Linkbase Document * | | | | | |
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| 101.LAB | | | | | | XBRL Taxonomy Extension Label Linkbase Document * | | | | | |
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| 101.PRE | | | | | | XBRL Taxonomy Extension Presentation Linkbase Document * | | | | | |
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| 104 | | | | | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | | | | |
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| * | | | Submitted electronically herewith. | | |
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, 2024, 2023 and 2022, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 (iii) Consolidated Balance Sheets at December 31, 2024 and 2023, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022, (v) Consolidated Statements of Shareholders' Equity for the years ended December 31, 2024, 2023 and 2022 and (vi) Notes to consolidated financial statements for the year ended December 31, 2024.