Eaton (ETN) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A22 rewritten70 added20 removed43 unchanged
All filing items960 rewritten593 added443 removed1,807 unchanged
Summary
counted, not written
- Item 1A lists 19 risk factor headings: 9 new, 9 reworded and 1 unchanged since FY2024. 3 headings from FY2024 no longer appear.
- Sentence by sentence, 593 added, 443 removed, 960 rewritten and 1,807 unchanged across 18 items that differ.
- Not in this year's filing: Item 4A. Information about our Executive Officers..
New Item 1A headings (9)
- We are subject to risks relating to acquisitions, joint ventures and investments, and risks relating to the integration of acquired companies.
- We rely on suppliers to provide raw materials, components, and services.
- Risks and uncertainties related to the development and use of artificial intelligence may present business, compliance and reputational risks.AI
- Our ability to identify, attract, develop, engage, and retain qualified employees could affect our ability to execute our strategy.
- We may not complete the anticipated spin-off or complete it within the time frame we anticipate or at all; the spin-off may present difficulties that could have an adverse effect on us; costs associated with the spin-off may be higher than anticipated; we may not realize some or all of the expected benefits of the spin-off.
- Volatility of end markets that we serve could materially and adversely affect our business, financial condition and results of operations.
- We are exposed to geopolitical, economic and other risks that arise from uncertainty in worldwide and regional economic conditions.
- Operating globally subjects us to risks and events beyond our control in countries where we operate.
- As a provider of products to the U.S. government, we are subject to certain rules, regulations, audits and investigations and enhanced compliance risks.
Removed Item 1A headings (3)
- Eaton uses a variety of raw materials, components and services in its businesses, and significant inflation could increase operating costs that may not be fully recouped in product pricing.
- Volatility of end markets that Eaton serves.
- Eaton's global operations subject it to economic risk as Eaton's results of operations may be adversely affected by changes in government legislation, regulations and policies, or currency fluctuations.
Reworded Item 1A headings (9)
[removed: Eaton's][added: Our] operations depend on production facilities throughout the world, which subjects them to varying degrees of risk of disrupted production.- Significant [added: inflation or] shortages of raw materials, energy, components, and/or labor, or similar challenges for our
[removed: customers][added: customers,] could continue to adversely impact our results of operations. - If
[removed: Eaton is][added: we are] unable to protect[removed: its][added: our] information technology infrastructure against service interruptions, data corruption, cyberbased attacks or network security breaches, product or service offerings could be compromised or operations could be disrupted or data confidentiality impaired. [removed: The effects of climate change, including weather][added: Weather] disruptions and[removed: regulatory/market reactions,][added: regulatory, market and social reactions to them] create uncertainties that could negatively impact our business.[removed: Eaton's][added: Our] operating results depend in part on continued successful research, development, and marketing of new and/or improved products and services, and there can be no assurance that[removed: Eaton][added: we] will continue to successfully introduce new products and services or maintain[removed: its]present market positions.- Changes in countries' trade
[removed: policy][added: policies] globally, including imposition of sanctions or tariffs, may have a material adverse impact on our business and results of operations. [removed: Eaton may be][added: We are] subject to risks relating to changes in[removed: its][added: our] tax rates, changes in global tax laws and regulations, or exposure to additional income tax liabilities.[removed: Eaton][added: We] may be unable to adequately protect[removed: its][added: our] intellectual property rights, which could affect our ability to compete.[removed: Eaton is][added: We are] subject to litigation and environmental regulations that could adversely impact[removed: Eaton's][added: our] businesses.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
25 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
22 rewritten, 70 added, 20 removed, 43 unchanged
If [removed: Eaton is] [added: we are] unable to protect [removed: its] [added: our] information technology infrastructure against service interruptions, data corruption, cyberbased attacks or network security breaches, product or service offerings could be compromised or operations could be disrupted or data confidentiality impaired.
Some of this information may be stored in the cloud or on networks not managed by [removed: Eaton.][added: us.]
Additionally, many of our products and services include, and we utilize and rely [removed: on] [added: on,] third-party [removed: service-providers] [added: service-providers,] whose products include integrated software and information technology that collects data or connects to external and internal systems.
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 [removed: operate] [added: operate,] and we must understand and comply with each law and standard in each of these jurisdictions.
[removed: Eaton’s] [added: Our] customers, including governmental agencies, are increasingly requiring cybersecurity protections and mandating cybersecurity [removed: standards] [added: standards,] which may result in additional operating or production costs.
[removed: The effects of climate change, including weather] [added: Weather] disruptions and [removed: regulatory/market reactions,] [added: regulatory, market and social reactions to them] create uncertainties that could negatively impact our business.
Extreme weather events [removed: linked to climate change, including hurricanes, flooding, wildfires, and high heat/water scarcity,] may create physical risks to [removed: Eaton’s] [added: our] operating locations and supply chains, as well as to [removed: Eaton's customers'] [added: our suppliers’ and customers’] operations.
[removed: Eaton's] [added: Our] operations depend on production facilities throughout the world, which subjects them to varying degrees of risk of disrupted production.
Our manufacturing facilities and operations could be disrupted by a natural disaster, labor strike, war, geopolitical instability and/or conflict, political unrest, terrorist activity, economic upheaval, or public health [removed: concerns (for example, COVID-19).][added: concerns.]
[removed: Global] [added: Labor] shortages [added: persist broadly in select markets, and shortages of certain raw materials] have continued to affect the prices [removed: Eaton's] [added: that our] businesses are [removed: charged for raw materials,] [added: charged,] particularly commodities.
Significant [added: inflation or] shortages of raw materials, energy, components, and/or labor, or similar challenges for our [removed: customers] [added: customers,] could continue to adversely impact our results of operations.
Some of our suppliers have experienced the same conditions [removed: and] [added: and,] in response, have continued to increase their prices in response to increases in their costs of raw materials, [removed: energy] [added: energy,] and/or labor.
While we strive to recoup these increased costs through our [removed: pricing] [added: pricing, product modifications] 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 macroeconomic [removed: conditions] [added: conditions, newly competitive market players,] and volatility in the end markets that [removed: Eaton serves.][added: we serve.]
Our products and services support [removed: cutting edge] [added: innovative] technology and mega trends, including, for example, data centers.
[removed: Eaton's] [added: Our] operating results depend in part on continued successful research, development, and marketing of new and/or improved products and services, and there can be no assurance that [removed: Eaton] [added: we] will continue to successfully introduce new products and services or maintain [removed: its] present market positions.
Changes in countries' trade [removed: policy] [added: policies] globally, including imposition of sanctions or tariffs, may have a material adverse impact on our business and results of operations.
Changes [removed: globally] in various countries’ trade policies, including tariffs and duties, [removed: may] [added: can] materially increase costs for goods imported into the United [removed: States and could potentially] [added: States, which can] lead to broader cost pressures even for goods that are not imported.
[removed: Eaton may be] [added: We are] subject to risks relating to changes in [removed: its] [added: our] tax rates, changes in global tax laws and regulations, or exposure to additional income tax liabilities.
[removed: Eaton] [added: We] may be unable to adequately protect [removed: its] [added: our] intellectual property rights, which could affect our ability to compete.
[removed: Eaton is] [added: We are] subject to litigation and environmental regulations that could adversely impact [removed: Eaton's] [added: our] businesses.
At any given time, [removed: Eaton] [added: we] may be subject to litigation, the disposition of which may have a material adverse effect on our businesses, financial condition or results of operations.
We are subject to risks relating to acquisitions, joint ventures and investments, and risks relating to the integration of acquired companies.
As part of our strategy, we pursue strategic transactions, including but not limited to acquisitions, joint ventures, and investments.
Acquisitions and investments may involve significant cash expenditures, debt incurrences, equity issuances, operating losses and expenses, in addition to integration challenges whether foreseen or unforeseen, which may be dilutive to earnings and unfavorably impact cash flow.
Acquisitions also involve numerous other risks, including: the diversion of management attention to integration matters; difficulties in integrating operations and systems; challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures; difficulties in assimilating employees and in attracting and retaining key personnel; challenges in keeping existing customers and obtaining new customers; difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects; contingent liabilities (including contingent tax liabilities and earn-out obligations) that are larger than expected; and potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with acquired companies.
Financial success of a strategic transaction requires balancing both short- and long-term inputs driven by internal and external factors difficult to fully identify prior to transaction consummation.
Transactional challenges post-closing could materially and adversely impact our business, financial condition and results of operations.
We have been affected by supply chain disruptions and related inflationary pressures.
We rely on suppliers to provide raw materials, components, and services.
Our business requires that we buy raw materials, components, and services from third parties.
Supplier relationships have in the past been and could in the future be interrupted or terminated.
Our reliance on suppliers involves certain risks, including:
- shortages of commodities, components, or other materials, which could adversely affect our manufacturing efficiencies and ability to make timely delivery of our products, solutions, and services;
- changes in the cost of these purchases due to inflation, exchange rate fluctuations, taxes, tariffs, commodity market volatility, or other factors that affect our suppliers;
- poor quality or insecure supply chain, which could adversely affect the reliability and reputation of our products, solutions, and services;
- climate impacts, severe weather events, or natural and other disasters that impact our suppliers;
- sanctions, embargoes, and other trade restrictions that may affect our ability to purchase commodities, components, or other materials from various suppliers; and
- intellectual property risks such as challenges to ownership of rights or alleged infringement by suppliers.
Any of these uncertainties could adversely impact our financial results and ability to compete.
We also maintain single-source supplier relationships because either alternative sources are not available, or the relationship is advantageous due to certain considerations, such as performance, quality, support, delivery, capacity, or price.
Unavailability of, or delivery delays for, single-source components or products could adversely affect our ability to manufacture or ship the related products in a timely manner.
The effect of unavailability or delivery delays would be more severe if associated with our higher volume and more profitable products.
Even where substitute sources of supply are available, qualifying alternative suppliers and establishing reliable supplies could cost more or result in delays and loss of sales.
We may rely on third-party suppliers for the components used in our products, and we may rely on third-party manufacturers to manufacture certain of our assemblies and finished products.
Our results of operations, financial position, and cash flows could be adversely affected if such third parties lack sufficient quality control or if there are significant changes in their financial or business condition.
If these third parties fail to deliver quality products, parts, and components on time and at reasonable prices, we could have difficulties fulfilling our orders, sales and profits could decline, and our commercial reputation could be damaged.
Risks and uncertainties related to the development and use of artificial intelligence may present business, compliance and reputational risks.
Recent technological advances in artificial intelligence (AI) and machine-learning technology have presented opportunities for us to drive internal efficiencies in our business operations, but they also pose risks to us.
If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business results may suffer, particularly if our competitors more effectively use AI to drive their business efficiencies or create new or enhanced products or services that we are unable to compete against on cost, quality or other attributes.
However, the introduction of AI technologies, particularly generative AI, into internal processes and/or new and existing offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results.
Furthermore, any confidential information that is disclosed to a third-party generative AI platform could be leaked or disclosed to others, which could result in loss or theft of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity.
Moreover, the use of AI may give rise to risks related to harmful content, accuracy, and bias, which could expose us to risks related to inaccuracies or errors in the output of such technologies.
The rapidly evolving legal and regulatory environment relating to AI, in the United States and globally, could also impact Eaton’s implementation of AI technology, and increase compliance costs and the risk of non-compliance.
Operational, environmental and social regulations may pose stringent obligations on our operations, which could impact our financial results and adversely affect our ability to conduct normal business operations.
Those events could also change customer and market demands, and we may not be able to move quickly enough to meet such demands or meet all of the varying demands from different geographic regions, markets and business sector, which could negatively affect our business, results of operations, and financial condition.
Our ability to identify, attract, develop, engage, and retain qualified employees could affect our ability to execute our strategy.
The market for employees and leaders with certain skills and experiences is very competitive.
Our continued success depends, in part, on our ability to identify, attract, develop, engage, and retain qualified candidates with the requisite education, background, technical skills, industry knowledge, and experience.
Failure to attract, develop, engage, and retain qualified employees, difficulty in recruiting new employees, perceived or actual erosion of our culture, or inadequate resources to train, integrate, and retain qualified employees, could impair our ability to execute our business strategy and could adversely affect our business, results of operations, and financial condition.
In addition, the nature of our business requires us to maintain a labor force that is sufficiently large enough to support our manufacturing operations to meet customer demand, as well as provide on-site services and project support for our customers.
We have in the past experienced, and could in the future experience, shortages for skilled or unskilled labor, which has in the past and could in the future negatively impact our growth and results of operations.
Global increases in greenhouse gas emissions are linked to climate change, and there is a growing consensus that dramatic emissions reductions are needed to avoid severe climate impacts.
While Eaton is working to make its own operations carbon neutral by 2030, external factors could cause increases in these extreme weather events, political instability, and workforce migration, ultimately increasing Eaton’s cost of doing business.
Regulatory reactions to climate change may pose more stringent obligations on Eaton’s operations and change customer demands.
While Eaton is already gearing its portfolio towards products that will reduce carbon and combat climate change, there is a risk that Eaton may not innovate quickly enough to meet changing regulatory or market demands.
Increasing demands for metals as the world electrifies may lead to scarcity and increased costs, as may uncertainty over carbon taxes and grid stability during a renewables transition.
Despite these uncertainties, we believe Eaton is well positioned to capitalize on secular trends and market opportunities arising from these risks.
Eaton uses a variety of raw materials, components and services in its businesses, and significant inflation could increase operating costs that may not be fully recouped in product pricing.
Eaton's major requirements for raw materials are described above in Item 1 Raw Materials.
Further, Eaton has been impacted by logistics and wage inflation.
If this trend continues and we are unable to address it with price increases, product modifications or other adjustments, our competitive position may be impacted, which could have a material adverse impact on operating results.
Further, some of our suppliers of component parts have increased their prices in response to increased costs of raw materials that they use to manufacture component parts.
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.
Further, labor shortages persist broadly in select markets.
Volatility of end markets that Eaton serves.
Eaton's global operations subject it to economic risk as Eaton's results of operations may be adversely affected by changes in government legislation, regulations and policies, or currency fluctuations.
Operating globally subjects Eaton to changes in government regulations and policies in a large number of jurisdictions around the world, including, but not limited to, those related to tariffs and trade barriers, investments, property ownership rights, taxation, data privacy, and exchange controls.
Changes in the relative values of currencies occur from time to time and could affect Eaton's operating results.
While we monitor exchange rate exposures and attempt to reduce these exposures through hedging activities, these risks could adversely affect our operating results.
If these audits and/or litigation result in assessments different from amounts reserved, future financial results may include material unfavorable adjustments to our tax liabilities.
An excerpt. Shown here: all 22 rewritten, 40 of 70 added and all 20 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2025 filing and the FY2024 filing.
Item 1. Business.
29 rewritten, 119 added, 15 removed, 64 unchanged
[removed: The] [added: We are capitalizing on the megatrends of the electrification, digitalization, and the] reindustrialization of and growth of megaprojects in North America and increased global infrastructure [removed: spending focused on clean energy programs] [added: spending, all of which] are expanding our end markets and positioning Eaton for growth for years to come.
Our work is [removed: accelerating the planet’s transition to renewable energy sources,] helping to solve the world’s most urgent power management [removed: challenges,] [added: challenges] and building a more sustainable society for people today and for future generations.
With revenues of [removed: nearly $25] [added: $27.4] billion in [removed: 2024,] [added: 2025,] the Company serves customers in [removed: more than 160] [added: 180] countries.
Acquisitions and [removed: Divestitures] [added: Divestiture] of Businesses
[removed: Information] [added: More information] regarding the Company's acquisitions and [removed: divestitures] [added: divestiture] is presented in Note 2 of the Notes to the consolidated financial statements.
Information by business segment regarding principal products, principal markets, methods of distribution and net sales is presented in Note [removed: 19] [added: 18] of the Notes to the consolidated financial statements.
In [removed: 2024, 26%] [added: 2025, 22%] of these segments' sales were made to [removed: eight] [added: six] large customers of electrical products and electrical systems and services.
In [removed: 2024, 23%] [added: 2025, 20%] of this segment's sales were made to [removed: four] [added: three] large original equipment manufacturers of aircraft.
In [removed: 2024, 28%] [added: 2025, 37%] of this segment's sales were made to [removed: two] [added: four] large original equipment manufacturers of vehicles and related components.
In [removed: 2024, 27%] [added: 2025, 18%] of this segment's sales were made to [removed: three] [added: one] large original equipment [removed: manufacturers] [added: manufacturer] of [removed: vehicles, construction equipment] [added: vehicles] and related components.
[removed: None-the-less,] [added: The] operations of the Company involve emissions, as well as the use and disposal of certain substances regulated under environmental protection laws.
Eaton has approximately [removed: 94,000] [added: 97,000] employees globally.
The number of persons employed by our reportable segments and corporate at December 31, [removed: 2024] [added: 2025] are as follows:
| Electrical Americas | | | [removed: 33] [added: 35] | | |
| Electrical Global | | | [removed: 25] [added: 26] | | |
| Aerospace | | | [removed: 12] [added: 14] | | |
| Vehicle | | | [removed: 13] [added: 12] | | |
| eMobility | | | [removed: 2] [added: —] | | |
| Corporate | | | [removed: 9] [added: 10] | | |
| Total number of persons employed | | | [removed: 94] [added: 97] | | |
Eaton uses and monitors a variety of metrics to [removed: ensure] [added: demonstrate] our objectives related to employee attraction, development, and retention are met.
| Board of directors | | | | | | 12 | | | | | | 4 | | | | | | 33.3 | | % | | | | [removed: 10] [added: 9] | | | | | | 5 | | | | | | [removed: 50.0] [added: 55.6] | | % |
Our plan to [removed: achieve this] [added: be a model of inclusion and diversity among our peers] encompasses a number of actions, including an examination into our programs, practices, processes, and policies to look for opportunities to strengthen our [added: entire] workforce.
Eaton regularly benchmarks its compensation and benefits practices against those of our industry peers and in the markets in which we operate to [removed: ensure] [added: evaluate how] our plans and programs are aligned with external practices in effort to maintain a high performing workforce.
Our [removed: 2023] [added: 2024] Total Recordable Case Rate (TRCR) was [removed: 0.43] [added: 0.39] and our Days Away Case Rate (DACR) was [removed: 0.20.][added: 0.17.]
We have [removed: improved] [added: consistently reduced] our [added: annual] TRCR [removed: 38% since 2018] and consider our 2030 target of 0.25 to be a world-leading safety rating.
Our [removed: 2024] [added: 2025] TRCR will be provided in our annual Sustainability Report to be issued in [removed: 2025.][added: 2026.]
Our most recent engagement survey of all employees was completed in [removed: 2023.][added: 2025.]
Of those who responded to the survey, [removed: 84%] [added: 86%] 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.
In 2025, the Company acquired Fibrebond Corporation (Fibrebond) and Resilient Power Systems Inc. (Resilient), and announced an agreement to acquire Boyd Thermal.
Additionally, on January 23, 2026, the Company closed the acquisition of Ultra PCS Limited (Ultra PCS).
The acquisition of Resilient strengthens our power distribution offerings and accelerates the commercialization of solid-state transformer technology for future global applications in data centers and energy storage.
Adding Fibrebond to the portfolio expands Eaton’s presence in the growing market for modular solutions for multi-tenant and hyperscale data center customers.
The acquisition of Ultra PCS expands and integrates Eaton’s offerings in next-generation aerospace solutions.
The agreement to acquire Boyd Thermal expands Eaton’s existing portfolio of solutions for data center customers to include critical liquid cooling technology, enabling the Company to serve hyperscale and colocation customers from the chip to the grid.
On January 26, 2026, Eaton announced its intention to pursue a spin-off of its Mobility business, which consists of its Vehicle and eMobility operating segments, into an independent, publicly traded company.
During the first quarter of 2026, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses.
The new reportable segment is Mobility, which consists of the legacy Vehicle and eMobility segments.
Financial information for this new reportable segment has not been provided as the re-segmentation occurred subsequent to the year ended December 31, 2025.
The Company expects to provide financial information for this new reportable segment in the Quarterly Report on Form 10-Q for the period ended March 31, 2026.
Eaton’s Electrical sector helps customers manage power in a way that’s reliable, efficient, safe and sustainable.
From the grid to homes, buildings, data centers and industrials – Eaton plays a vital role in modernizing infrastructure and accelerating the electrification of society.
As the world’s demand for electricity grows, so does the need for Eaton’s innovative technology and solutions.
Eaton’s industry-leading portfolio of aerospace technologies elevates aircraft efficiency, safety and performance for customers across the commercial, military and space markets.
As the demand for more electric and sustainable aviation solutions amplifies, the company is uniquely positioned to help power the next generation of platforms.
Eaton provides differentiated technologies that improve safety, efficiency, and performance for customers in the automotive, commercial vehicle, aftermarket and off-road segments.
The company is committed to enabling the transition to electrified vehicles (EVs) while also continuing to provide innovative and efficient internal combustion engine (ICE) solutions.
| (In thousands) | | | 2025 | | |
Eaton aspires to be a model of inclusion and diversity in the industry - known for the way it welcomes all employees to the table and includes them by listening to what they have to offer.
We’re doing this because we believe an inclusive and diverse workforce makes better decisions.
We embrace the power of diverse experiences, backgrounds and perspectives from all our employees to drive innovation and sustainable growth that benefits our employees, investors, customers and communities.
We also believe that when we value the uniqueness of each individual, we can attract and retain top talent, enable higher-performing teams, and accelerate the process of becoming an enterprise that can win in all markets.
At December 31, 2025, Eaton’s workforce distribution is as follows:
| Executive leadership team | | | | | | 19 | | | | | | 2 | | | | | | 10.5 | | % | | | | 18 | | | | | | 6 | | | | | | 33.3 | | % |
| Executives | | | | | | 718 | | | | | | 189 | | | | | | 26.3 | | % | | | | 517 | | | | | | 116 | | | | | | 22.4 | | % |
| Managers | | | | | | 8,983 | | | | | | 2,272 | | | | | | 25.3 | | % | | | | 4,556 | | | | | | 1,036 | | | | | | 22.7 | | % |
| All other employees | | | | | | 87,583 | | | | | | 30,452 | | | | | | 34.8 | | % | | | | 24,911 | | | | | | 9,657 | | | | | | 38.8 | | % |
| All employees | | | | | | 97,303 | | | | | | 32,915 | | | | | | 33.8 | | % | | | | 30,002 | | | | | | 10,815 | | | | | | 36.0 | | % |
At Eaton, our goal is to support the safety, health and wellness of our employees.
We have established safety principles that underline the importance of protecting our employees’ well-being and require each individual to be responsible and accountable for recognizing and correcting at-risk behavior or unsafe conditions.
We recognize that all injuries and occupational illnesses are preventable, and a workplace with zero incidents is achievable.
We aspire to support the safety, health and wellbeing of our employees.
We do this by helping all our employees maximize their physical, financial and emotional wellbeing, both at work and at home.
Eaton’s three dimensions of wellbeing focus on increasing engagement and productivity, and improving health risks.
We believe wellbeing is a state of balance that consists of having the appropriate resources, opportunities, and challenges needed to achieve optimal health and performance for the individual and the organization.
Our culture of wellbeing is anchored by the global framework of country-level assessments of resources and commitment to provide our employees with the knowledge and support needed to live well.
Fully engaged employees feel motivated to contribute to organizational success and are willing to apply discretionary effort to accomplishing tasks important to the achievement of organizational goals.
Information about our Executive Officers
A listing of executive officers, their ages, positions and offices held over the past five years, as of February 1, 2026, is as follows:
We are capitalizing on the megatrends of the energy transition, electrification, and digitalization.
| | | | | | |
| (In thousands) | | | 2024 | | |
Eaton is committed to having a workforce that is diverse and inclusive at all levels.
At December 31, 2024, Eaton’s distribution by gender, and United States distribution by minority status, is as follows:
| Global leadership team | | | | | | 24 | | | | | | 4 | | | | | | 16.7 | | % | | | | 22 | | | | | | 9 | | | | | | 40.9 | | % |
| 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 | | % |
At Eaton, one of our aspirations is to be a model of inclusion and diversity among our peers.
Eaton's 2024 total employee costs were $6.5 billion including salaries, wages, equity-based compensation, pension and other benefits.
The total compensation of our median employee on October 1, 2023, as reported in our 2024 Proxy Statement filed on March 15, 2024, and as calculated in accordance with Item 402(u) of Regulation S-K, was $50,683.
Fully engaged employees are more productive, innovative, and satisfied in their work.
We will perform another survey of all employees in 2025.
An excerpt. Shown here: all 29 rewritten, 40 of 119 added and all 15 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2025 filing and the FY2024 filing.
Item 3. Legal Proceedings.
1 rewritten, 0 added, 0 removed, 0 unchanged
Information regarding the Company's [removed: current] legal proceedings is presented in Note 11 and Note 12 of the Notes to the consolidated financial statements.
Cover and table of contents
32 rewritten, 4 added, 3 removed, 54 unchanged
For the [added: fiscal] year ended December 31, [removed: 2024][added: 2025]
| (State or other jurisdiction of incorporation or organization) | | | | | | | | | | | | | | | (IRS Employer Identification [removed: Number)] [added: No.)] | | |
| Title of each class | | | | | | | | | Trading [removed: Symbol] [added: Symbol(s)] | | | | | | | | | | | | Name of each exchange on which registered | | | | | | | | | | | | | | |
The aggregate market value of Ordinary Shares held by non-affiliates of the registrant as of June 30, [removed: 2024] [added: 2025] was [removed: $124.8] [added: $139.0] billion.
As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 392.0] [added: 387.9] million Ordinary Shares outstanding.
Portions of the [added: Company's] Proxy Statement for the [removed: 2025 annual shareholders meeting] [added: 2026 Annual General Meeting of Shareholders (the Proxy Statement), to be filed with the Securities and Exchange Commission within 120 days of the year ended December 31, 2025,] are incorporated by reference into Part III.
| [Item [removed: 1.](#i685041f3d2464293b7a5fe3f6038f3c7_37)] [added: 1.](#i20c1f691ee754279abf03fe0e5404b19_37)] | | | [removed: [Business](#i685041f3d2464293b7a5fe3f6038f3c7_37)] [added: [Business](#i20c1f691ee754279abf03fe0e5404b19_37)] | | | | | | [removed: [2](#i685041f3d2464293b7a5fe3f6038f3c7_37)] [added: [2](#i20c1f691ee754279abf03fe0e5404b19_37)] | | |
| [Item [removed: 1A.](#i685041f3d2464293b7a5fe3f6038f3c7_40)] [added: 1A.](#i20c1f691ee754279abf03fe0e5404b19_40)] | | | [Risk [removed: Factors](#i685041f3d2464293b7a5fe3f6038f3c7_40)] [added: Factors](#i20c1f691ee754279abf03fe0e5404b19_40)] | | | | | | [removed: [5](#i685041f3d2464293b7a5fe3f6038f3c7_40)] [added: [8](#i20c1f691ee754279abf03fe0e5404b19_40)] | | |
| [Item [removed: 1B.](#i685041f3d2464293b7a5fe3f6038f3c7_43)] [added: 1B.](#i20c1f691ee754279abf03fe0e5404b19_43)] | | | [Unresolved Staff [removed: Comments](#i685041f3d2464293b7a5fe3f6038f3c7_43)] [added: Comments](#i20c1f691ee754279abf03fe0e5404b19_43)] | | | | | | [removed: [7](#i685041f3d2464293b7a5fe3f6038f3c7_43)] [added: [12](#i20c1f691ee754279abf03fe0e5404b19_43)] | | |
| [Item [removed: 1C.](#i685041f3d2464293b7a5fe3f6038f3c7_46)] [added: 1C.](#i20c1f691ee754279abf03fe0e5404b19_46)] | | | [removed: [Cybersecurity](#i685041f3d2464293b7a5fe3f6038f3c7_46)] [added: [Cybersecurity](#i20c1f691ee754279abf03fe0e5404b19_46)] | | | | | | [removed: [8](#i685041f3d2464293b7a5fe3f6038f3c7_46)] [added: [13](#i20c1f691ee754279abf03fe0e5404b19_46)] | | |
| [Item [removed: 2.](#i685041f3d2464293b7a5fe3f6038f3c7_49)] [added: 2.](#i20c1f691ee754279abf03fe0e5404b19_49)] | | | [removed: [Properties](#i685041f3d2464293b7a5fe3f6038f3c7_49)] [added: [Properties](#i20c1f691ee754279abf03fe0e5404b19_49)] | | | | | | [removed: [8](#i685041f3d2464293b7a5fe3f6038f3c7_49)] [added: [14](#i20c1f691ee754279abf03fe0e5404b19_49)] | | |
| [Item [removed: 3.](#i685041f3d2464293b7a5fe3f6038f3c7_52)] [added: 3.](#i20c1f691ee754279abf03fe0e5404b19_52)] | | | [Legal [removed: Proceedings](#i685041f3d2464293b7a5fe3f6038f3c7_52)] [added: Proceedings](#i20c1f691ee754279abf03fe0e5404b19_52)] | | | | | | [removed: [8](#i685041f3d2464293b7a5fe3f6038f3c7_52)] [added: [14](#i20c1f691ee754279abf03fe0e5404b19_52)] | | |
| [Item [removed: 4.](#i685041f3d2464293b7a5fe3f6038f3c7_55)] [added: 4.](#i20c1f691ee754279abf03fe0e5404b19_55)] | | | [Mine Safety [removed: Disclosures](#i685041f3d2464293b7a5fe3f6038f3c7_55)] [added: Disclosures](#i20c1f691ee754279abf03fe0e5404b19_55)] | | | | | | [removed: [8](#i685041f3d2464293b7a5fe3f6038f3c7_55)] [added: [14](#i20c1f691ee754279abf03fe0e5404b19_55)] | | |
| [Item [removed: 5.](#i685041f3d2464293b7a5fe3f6038f3c7_64)] [added: 5.](#i20c1f691ee754279abf03fe0e5404b19_64)] | | | [Market [removed: for the Registrant's Ordinary Equity,] [added: for](#i20c1f691ee754279abf03fe0e5404b19_64) [Registrant's](#i20c1f691ee754279abf03fe0e5404b19_64) [Common](#i20c1f691ee754279abf03fe0e5404b19_64) [Equity,] Related Stockholder Matters and [removed: Issuer](#i685041f3d2464293b7a5fe3f6038f3c7_64) [Purchases] [added: Issuer Purchases] of Equity [removed: Securities](#i685041f3d2464293b7a5fe3f6038f3c7_64)] [added: Securities](#i20c1f691ee754279abf03fe0e5404b19_64)] | | | | | | [removed: [11](#i685041f3d2464293b7a5fe3f6038f3c7_64)] [added: [14](#i20c1f691ee754279abf03fe0e5404b19_64)] | | |
| [Item [removed: 6.](#i685041f3d2464293b7a5fe3f6038f3c7_70)] [added: 6.](#i20c1f691ee754279abf03fe0e5404b19_70)] | | | [removed: [\[Reserved\]](#i685041f3d2464293b7a5fe3f6038f3c7_70)] [added: [\[Reserved\]](#i20c1f691ee754279abf03fe0e5404b19_70)] | | | | | | [removed: [12](#i685041f3d2464293b7a5fe3f6038f3c7_70)] [added: [15](#i20c1f691ee754279abf03fe0e5404b19_70)] | | |
| [Item [removed: 7.](#i685041f3d2464293b7a5fe3f6038f3c7_73)] [added: 7.](#i20c1f691ee754279abf03fe0e5404b19_73)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i685041f3d2464293b7a5fe3f6038f3c7_73)] [added: Operations](#i20c1f691ee754279abf03fe0e5404b19_73)] | | | | | | [removed: [12](#i685041f3d2464293b7a5fe3f6038f3c7_73)] [added: [15](#i20c1f691ee754279abf03fe0e5404b19_73)] | | |
| [Item [removed: 7A.](#i685041f3d2464293b7a5fe3f6038f3c7_76)] [added: 7A.](#i20c1f691ee754279abf03fe0e5404b19_76)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i685041f3d2464293b7a5fe3f6038f3c7_76)] [added: Risk](#i20c1f691ee754279abf03fe0e5404b19_76)] | | | | | | [removed: [12](#i685041f3d2464293b7a5fe3f6038f3c7_76)] [added: [15](#i20c1f691ee754279abf03fe0e5404b19_76)] | | |
| [Item [removed: 8.](#i685041f3d2464293b7a5fe3f6038f3c7_79)] [added: 8.](#i20c1f691ee754279abf03fe0e5404b19_79)] | | | [Financial Statements and Supplementary [removed: Data](#i685041f3d2464293b7a5fe3f6038f3c7_79)] [added: Data](#i20c1f691ee754279abf03fe0e5404b19_79)] | | | | | | [removed: [12](#i685041f3d2464293b7a5fe3f6038f3c7_79)] [added: [15](#i20c1f691ee754279abf03fe0e5404b19_79)] | | |
| [Item [removed: 9.](#i685041f3d2464293b7a5fe3f6038f3c7_82)] [added: 9.](#i20c1f691ee754279abf03fe0e5404b19_82)] | | | [removed: [Change in] [added: [Change](#i20c1f691ee754279abf03fe0e5404b19_82)[s](#i20c1f691ee754279abf03fe0e5404b19_82) [in] and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i685041f3d2464293b7a5fe3f6038f3c7_82)] [added: Disclosure](#i20c1f691ee754279abf03fe0e5404b19_82)] | | | | | | [removed: [12](#i685041f3d2464293b7a5fe3f6038f3c7_82)] [added: [15](#i20c1f691ee754279abf03fe0e5404b19_82)] | | |
| [Item [removed: 9A.](#i685041f3d2464293b7a5fe3f6038f3c7_85)] [added: 9A.](#i20c1f691ee754279abf03fe0e5404b19_85)] | | | [Controls and [removed: Procedures](#i685041f3d2464293b7a5fe3f6038f3c7_85)] [added: Procedures](#i20c1f691ee754279abf03fe0e5404b19_85)] | | | | | | [removed: [12](#i685041f3d2464293b7a5fe3f6038f3c7_85)] [added: [15](#i20c1f691ee754279abf03fe0e5404b19_85)] | | |
| [Item [removed: 9B.](#i685041f3d2464293b7a5fe3f6038f3c7_88)] [added: 9B.](#i20c1f691ee754279abf03fe0e5404b19_88)] | | | [Other [removed: Information](#i685041f3d2464293b7a5fe3f6038f3c7_88)] [added: Information](#i20c1f691ee754279abf03fe0e5404b19_88)] | | | | | | [removed: [12](#i685041f3d2464293b7a5fe3f6038f3c7_88)] [added: [15](#i20c1f691ee754279abf03fe0e5404b19_88)] | | |
| [Item [removed: 9C.](#i685041f3d2464293b7a5fe3f6038f3c7_91)] [added: 9C.](#i20c1f691ee754279abf03fe0e5404b19_91)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#i685041f3d2464293b7a5fe3f6038f3c7_91)] [added: Inspections.](#i20c1f691ee754279abf03fe0e5404b19_91)] | | | | | | [removed: [12](#i685041f3d2464293b7a5fe3f6038f3c7_91)] [added: [15](#i20c1f691ee754279abf03fe0e5404b19_91)] | | |
| [Part [removed: III](#i685041f3d2464293b7a5fe3f6038f3c7_94)] [added: III](#i20c1f691ee754279abf03fe0e5404b19_94)] | | | | | | | | | [removed: [13](#i685041f3d2464293b7a5fe3f6038f3c7_94)] [added: [16](#i20c1f691ee754279abf03fe0e5404b19_94)] | | |
| [Item [removed: 10.](#i685041f3d2464293b7a5fe3f6038f3c7_97)] [added: 10.](#i20c1f691ee754279abf03fe0e5404b19_97)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i685041f3d2464293b7a5fe3f6038f3c7_97)] [added: Governance](#i20c1f691ee754279abf03fe0e5404b19_97)] | | | | | | [removed: [13](#i685041f3d2464293b7a5fe3f6038f3c7_97)] [added: [16](#i20c1f691ee754279abf03fe0e5404b19_97)] | | |
| [Item [removed: 11.](#i685041f3d2464293b7a5fe3f6038f3c7_100)] [added: 11.](#i20c1f691ee754279abf03fe0e5404b19_100)] | | | [Executive [removed: Compensation](#i685041f3d2464293b7a5fe3f6038f3c7_100)] [added: Compensation](#i20c1f691ee754279abf03fe0e5404b19_100)] | | | | | | [removed: [13](#i685041f3d2464293b7a5fe3f6038f3c7_100)] [added: [16](#i20c1f691ee754279abf03fe0e5404b19_100)] | | |
| [Item [removed: 12.](#i685041f3d2464293b7a5fe3f6038f3c7_103)] [added: 12.](#i20c1f691ee754279abf03fe0e5404b19_103)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i685041f3d2464293b7a5fe3f6038f3c7_103)] [added: Matters](#i20c1f691ee754279abf03fe0e5404b19_103)] | | | | | | [removed: [13](#i685041f3d2464293b7a5fe3f6038f3c7_103)] [added: [16](#i20c1f691ee754279abf03fe0e5404b19_103)] | | |
| [Item [removed: 13.](#i685041f3d2464293b7a5fe3f6038f3c7_106)] [added: 13.](#i20c1f691ee754279abf03fe0e5404b19_106)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i685041f3d2464293b7a5fe3f6038f3c7_106)] [added: Independence](#i20c1f691ee754279abf03fe0e5404b19_106)] | | | | | | [removed: [13](#i685041f3d2464293b7a5fe3f6038f3c7_106)] [added: [16](#i20c1f691ee754279abf03fe0e5404b19_106)] | | |
| [Item [removed: 14.](#i685041f3d2464293b7a5fe3f6038f3c7_109)] [added: 14.](#i20c1f691ee754279abf03fe0e5404b19_109)] | | | [Principal [removed: Accounting Fees] [added: Account](#i20c1f691ee754279abf03fe0e5404b19_109)[ant](#i20c1f691ee754279abf03fe0e5404b19_109) [Fees] and [removed: Services](#i685041f3d2464293b7a5fe3f6038f3c7_109)] [added: Services](#i20c1f691ee754279abf03fe0e5404b19_109)] | | | | | | [removed: [13](#i685041f3d2464293b7a5fe3f6038f3c7_109)] [added: [16](#i20c1f691ee754279abf03fe0e5404b19_109)] | | |
| [Part [removed: IV](#i685041f3d2464293b7a5fe3f6038f3c7_112)] [added: IV](#i20c1f691ee754279abf03fe0e5404b19_112)] | | | | | | | | | [removed: [14](#i685041f3d2464293b7a5fe3f6038f3c7_112)] [added: [17](#i20c1f691ee754279abf03fe0e5404b19_112)] | | |
| [Item [removed: 15.](#i685041f3d2464293b7a5fe3f6038f3c7_115)] [added: 15.](#i20c1f691ee754279abf03fe0e5404b19_115)] | | | [removed: [Exhibits](#i685041f3d2464293b7a5fe3f6038f3c7_115) [and](#i685041f3d2464293b7a5fe3f6038f3c7_115) [Financial] [added: [Exhibits and Financial] Statement [removed: Schedules](#i685041f3d2464293b7a5fe3f6038f3c7_115)] [added: Schedules](#i20c1f691ee754279abf03fe0e5404b19_115)] | | | | | | [removed: [14](#i685041f3d2464293b7a5fe3f6038f3c7_115)] [added: [17](#i20c1f691ee754279abf03fe0e5404b19_115)] | | |
| [Item [removed: 16.](#i685041f3d2464293b7a5fe3f6038f3c7_118)] [added: 16.](#i20c1f691ee754279abf03fe0e5404b19_118)] | | | [Form 10-K [removed: Summary](#i685041f3d2464293b7a5fe3f6038f3c7_118)] [added: Summary](#i20c1f691ee754279abf03fe0e5404b19_118)] | | | | | | [removed: [18](#i685041f3d2464293b7a5fe3f6038f3c7_118)] [added: [20](#i20c1f691ee754279abf03fe0e5404b19_118)] | | |
| [removed: [SIGNATURES](#i685041f3d2464293b7a5fe3f6038f3c7_121)] [added: [SIGNATURES](#i20c1f691ee754279abf03fe0e5404b19_121)] | | | | | | | | | [removed: [19](#i685041f3d2464293b7a5fe3f6038f3c7_121)] [added: [21](#i20c1f691ee754279abf03fe0e5404b19_121)] | | |
| 4.450% Senior Notes due 2030 | | | | | | | | | ETN/30 | | | | | | | | | | | | New York Stock Exchange | | | | | | | | | | | | | | |
| 3.625% Senior Notes due 2035 | | | | | | | | | ETN/35 | | | | | | | | | | | | New York Stock Exchange | | | | | | | | | | | | | | |
| [Part I](#i20c1f691ee754279abf03fe0e5404b19_34) | | | | | | | | | [2](#i20c1f691ee754279abf03fe0e5404b19_34) | | |
| [Part II](#i20c1f691ee754279abf03fe0e5404b19_61) | | | | | | | | | [14](#i20c1f691ee754279abf03fe0e5404b19_61) | | |
| [Part I](#i685041f3d2464293b7a5fe3f6038f3c7_34) | | | | | | | | | [2](#i685041f3d2464293b7a5fe3f6038f3c7_34) | | |
| [Item 4A.](#i685041f3d2464293b7a5fe3f6038f3c7_58) | | | [Information about our Executive Officers](#i685041f3d2464293b7a5fe3f6038f3c7_58) | | | | | | [9](#i685041f3d2464293b7a5fe3f6038f3c7_58) | | |
| [Part II](#i685041f3d2464293b7a5fe3f6038f3c7_61) | | | | | | | | | [11](#i685041f3d2464293b7a5fe3f6038f3c7_61) | | |
Item 1C. Cybersecurity.
5 rewritten, 9 added, 2 removed, 17 unchanged
Risk Factors.), our robust risk mitigation strategies have been [removed: effective.][added: effective to date.]
[removed: Eaton's Board of Directors] [added: The Audit Committee participates in risk management training related to cybersecurity risk management specifically and the full board] is trained annually regarding incident response and risk management.
While [removed: our] [added: Eaton's] Board of Directors as a whole [removed: has] [added: provides] oversight [removed: of] [added: over our enterprise] risk management [removed: generally, cybersecurity risks fall to] [added: program,] the [removed: Board’s] Audit [removed: Committee.][added: Committee has the specific responsibility of providing oversight for cybersecurity risks.]
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 [removed: Company’s] CIO.
Our CISO leads a [removed: 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.
Our cybersecurity risk management framework is integrated into our broader enterprise risk management program, which is designed to identify, assess and mitigate material risks.
When cybersecurity risks are identified through the enterprise risk management program or other monitoring activities, they are escalated to relevant business and functional leaders within the Company for appropriate oversight, evaluation, and remediation.
In addition, training and tabletop exercises are updated to reflect these risk insights, reinforcing a coordinated and comprehensive approach to managing cybersecurity threats.
Our CISO has over 30 years of cybersecurity, information security and global IT experience, including security strategy, governance, incident response, operational technology cybersecurity, and NIST‑aligned program development.
He is a certified information systems security professional, and previously held the CISO position at multinational public companies.
Our CIO leads the Company’s global information technology strategy and execution, including cybersecurity, infrastructure, operations and process improvement, and reports to the Chief Executive Officer.
With an engineering background, she has extensive experience managing digital transformation, operational excellence, and enterprise IT teams, including from her prior IT leadership positions at other large public companies.
Our CIO and CISO are informed about cyber incidents through regular reports from their teams.
They monitor the prevention, detection, mitigation and remediation of cyber incidents through reviewing and discussing effectiveness of the information security policies and standards with their teams, as well as participating in cybersecurity training and tabletop exercises, which simulate security incidents and response.
The Audit Committee also participates in risk management training related to cybersecurity risk management specifically.
Our CIO reports directly to the Chief Executive Officer.
Item 2. Properties.
1 rewritten, 0 added, 0 removed, 3 unchanged
The Company maintains manufacturing facilities at approximately [removed: 193] [added: 201] locations in [removed: 34] [added: 36] countries.
Item 4. Mine Safety Disclosures.
0 rewritten, 1 added, 0 removed, 1 unchanged
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
7 rewritten, 6 added, 4 removed, 9 unchanged
At December 31, [removed: 2024,] [added: 2025,] there were [removed: 9,117] [added: 8,691] holders of record of the Company's ordinary shares.
Additionally, [removed: 13,949] [added: 13,766] 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.
To claim exemption from IDWT, [removed: shareholders] [added: shareholders, who are resident in a location which has concluded a double tax treaty with Ireland,] can complete certain Irish dividend withholding tax exemption forms or hold their shares in an account through the Depository Trust Company and have on file with their broker or qualifying agent a valid U.S. address on the record date of the dividend.
During the fourth quarter of [removed: 2024, 2.5] [added: 2025, 0.5] million ordinary shares were repurchased in the open market at a total cost of [removed: $870] [added: $193] million.
These shares were repurchased under the [removed: program] [added: programs] approved by the Board [added: of Directors] on February [removed: 23, 2022] [added: 27, 2025] (the [removed: 2022] [added: 2025] Program).
A summary of the shares repurchased in the fourth quarter of [removed: 2024] [added: 2025] is as follows:
| [removed: Month] [added: Period] | | | | | | 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 [removed: millions)] [added: millions)(1)] | | |
| October 1 to October 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 7,790 | |
| November 1 to November 30 | | | | | | 511,847 | | | | | | $ | 377.47 | | | | | 511,847 | | | | | | $ | 7,597 | |
| December 1 to December 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 7,597 | |
| Total | | | | | | 511,847 | | | | | | $ | — | | | | | 511,847 | | | | | | | | |
(1) On February 27, 2025, the Board of Directors of Eaton approved an ordinary share repurchase program under which the Company may purchase its ordinary shares in an aggregate amount up to $9.0 billion during the three-year period commencing on that date.
As of December 31, 2025, approximately $7.6 billion remained available for purchase under this authorization.
| 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 | | | | | | | | |
Item 9A. Controls and Procedures.
6 rewritten, 3 added, 0 removed, 1 unchanged
[removed: Evaluation of Disclosure Controls and Procedures -] Pursuant to [removed: SEC Rule 13a-15,] [added: Rules 13a-15(e) and 15d-15(e) of the Exchange Act,] an evaluation was performed under the supervision and with the participation of Eaton's management, including [removed: Craig Arnold -] [added: the] Principal Executive [removed: Officer;] [added: Officer] and [removed: 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, [removed: Eaton's management] [added: the Principal Executive Officer and Principal Financial Officer] concluded that [removed: the Company's] [added: Eaton's] disclosure controls and procedures were effective [added: at a reasonable assurance level] as of December 31, [removed: 2024.][added: 2025.]
Disclosure controls and procedures are designed to [removed: ensure] [added: provide reasonable assurance] that information required to be disclosed in [removed: the Company's] [added: Eaton's] reports filed or submitted under the Exchange Act is recorded, processed, summarized and [removed: reported,] [added: 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: the Company's] [added: Eaton's] reports filed under the Exchange Act is accumulated and communicated to management, including [removed: the Company's] [added: Eaton'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: 2024] [added: 2025] is included in Item 15 of this Form 10-K.
During the fourth quarter of [removed: 2024,] [added: 2025,] 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.
Evaluation of Disclosure Controls and Procedures
Internal Control over Financial Reporting
Management is currently evaluating the impact of businesses acquired in the past twelve months on Eaton's internal control over financial reporting.
Item 9B. Other Information.
1 rewritten, 0 added, 0 removed, 0 unchanged
During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer [added: (as defined in Rule 16a-1(f)] of the [added: Exchange Act) of the] Company adopted, [removed: amended] [added: modified] or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item [removed: 408(a)] [added: 408] of Regulation S-K.
Item 10. Directors, Executive Officers and Corporate Governance.
4 rewritten, 4 added, 3 removed, 1 unchanged
Information required with respect to the directors of the Company is set forth under the caption [removed: “Election of Directors”] [added: "Proposal 1: Electing the 11 Director Nominees"] in the [removed: Company's definitive] Proxy [removed: Statement to be filed on or about March 14, 2025,] [added: Statement,] and is incorporated [added: herein] by reference.
The Company has adopted a Code of Ethics, which applies to the directors, officers [added: (including our principal executive officer, principal financial officer, principal accounting officer or controller)] and employees worldwide.
There were no changes during the fourth quarter [removed: 2024] [added: 2025] to the procedures by which security holders may recommend nominees to the Company's Board of Directors.
Information related to the Audit [removed: Committee,] [added: Committee] and [added: its] members [removed: of the Committee who are financial experts,] is set forth under the caption [removed: “Board Committees - Audit Committee”] [added: "Board Committees"] in the [removed: definitive] Proxy [removed: Statement to be filed on or about March 14, 2025,] [added: Statement,] and is incorporated [added: herein] by reference.
Information required with respect to the executive officers of the Company is set forth in Part I, Item 1 of this Form 10-K under the caption "Information about our Executive Officers."
Eaton will post any amendments to, or waivers of, a provision of its Code of Ethics that apply to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on the Company’s website at https://www.eaton.com/us/en-us/company/ethics-compliance/policies/code-of-ethics.html.
To the extent disclosure of any delinquent form under Section 16(a) of the Exchange Act is made by the Company, such disclosure will be set forth in the Proxy Statement under the caption "Delinquent Section 16(a) Reports" and is incorporated herein by reference.
Information related to the Company's insider trading policies and procedures is set forth under the caption "Insider Trading Policy" in the Proxy Statement, and is incorporated herein 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.
Item 11. Executive Compensation.
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required with respect to executive compensation is set forth under the [removed: caption “Compensation] [added: captions "Compensation] Discussion and [removed: Analysis”] [added: Analysis," "Compensation Tables," "2025 CEO Pay Ratio," "2025 Director Compensation"] in the [removed: Company's definitive] Proxy [removed: Statement to be filed on or about March 14, 2025,] [added: Statement,] and is incorporated [added: herein] by [removed: reference.][added: reference (other than the Compensation and Organization Committee Report, which will be deemed furnished).]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
2 rewritten, 0 added, 0 removed, 0 unchanged
Information required with respect to securities authorized for issuance under equity-based compensation plans is set forth under the caption [removed: “Equity] [added: "Other Information - Equity] Compensation [removed: Plans”] [added: Plans"] in the [removed: Company's definitive] Proxy [removed: Statement to be filed on or about March 14, 2025,] [added: Statement,] and is incorporated [added: herein] by reference.
Information required with respect to security ownership of certain beneficial [removed: owners,] [added: owners] is set forth under the caption [removed: “Share] [added: "Share] Ownership [removed: Tables”] [added: Tables"] in the [removed: Company's definitive] Proxy [removed: Statement to be filed on or about March 14, 2025,] [added: Statement,] and is incorporated [added: herein] by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
1 rewritten, 1 added, 0 removed, 0 unchanged
Information required with respect to certain relationships and related [removed: transactions, as well as director independence,] [added: transactions] is set forth under the caption [removed: “Director Independence”] [added: "Related Person Transactions"] in the [removed: Company's definitive] Proxy [removed: Statement to be filed on or about March 14, 2025,] [added: Statement,] and is incorporated [added: herein] by reference.
Information required with respect to director independence is set forth under the caption "Director Independence" in the Proxy Statement, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
1 rewritten, 0 added, 0 removed, 1 unchanged
Information required with respect to principal accountant fees and services is set forth under the caption [removed: “Audit] [added: "Fees Paid to Independent Auditor" and "Auditor] Committee [removed: Report”] [added: Pre-Approval Policy"] in the [removed: Company's definitive] Proxy [removed: Statement to be filed on or about March 14, 2025,] [added: Statement,] and is incorporated [added: herein] by reference.
Item 15. Exhibits and Financial Statement Schedules.
51 rewritten, 21 added, 37 removed, 101 unchanged
Consolidated Statements of Income - Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
Consolidated Statements of Comprehensive Income - Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
Consolidated Balance Sheets - December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]
Consolidated Statements of Cash Flows - Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
Consolidated Statements of Shareholders' Equity - Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
| 3 (i) | | | [Certificate of Incorporation - Incorporated by reference to the Form S-8 filed November 30, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex41.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex41.htm)] | | | | | | | | |
| 3 (ii) | | | [Amended and restated Memorandum and Articles of Incorporation - Incorporated by reference to the Form 8-K Report filed on May 1, [removed: 2017](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000127/armemorandumarticles2017.htm)] [added: 2017](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000127/armemorandumarticles2017.htm)] | | | | | | | | |
| 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. [removed: 333-182303))](http://www.sec.gov/Archives/edgar/data/1551182/000119312512480576/d443829dex41.htm)] [added: 333-182303))](https://www.sec.gov/Archives/edgar/data/1551182/000119312512480576/d443829dex41.htm)] | | | | | | | | |
| 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, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/31277/000119312513359886/d576218dex42.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/31277/000119312513359886/d576218dex42.htm)] | | | | | | | | |
| 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, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/31277/000119312513359886/d576218dex43.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/31277/000119312513359886/d576218dex43.htm)] | | | | | | | | |
| 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, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/1551182/000155118218000074/etn12312017ex44.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/1551182/000155118218000074/etn12312017ex44.htm)] | | | | | | | | |
| 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, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/1551182/000155118218000074/etn12312017ex45.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/1551182/000155118218000074/etn12312017ex45.htm)] | | | | | | | | |
| 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, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/1551182/000155118218000074/etn12312017ex46.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/1551182/000155118218000074/etn12312017ex46.htm)] | | | | | | | | |
| [removed: 4.11] [added: 4.14] | | | 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 - [removed: 4.10)] [added: 4.13)] hereto | | | | | | | | |
| [added: +] | | | [removed: (a)] [added: (y)] | | | [removed: [Senior Executive Incentive Compensation] [added: [2013 Non-Employee Director Fee Deferral] Plan [removed: (effective February 27, 2013)] - Incorporated by reference to the Form 10-K Report for the year ended December 31, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10a.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10y.htm)] | | | | | |
| [added: +] | | | [removed: (b)] [added: (d)] | | | [Deferred Incentive Compensation Plan [removed: II -] [added: II](https://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wf.txt) [(2008 restatement)](https://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wf.txt) [-] Incorporated by reference to the Form 10-K Report for the year ended December 31, [removed: 2007](http://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wf.txt)] [added: 2007](https://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wf.txt)] | | | | | |
| [added: +] | | | [removed: (c)] [added: (e)] | | | [First Amendment to Deferred Incentive Compensation Plan [removed: II -] [added: II](https://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex412.htm) [(2008](https://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex412.htm) [r](https://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex412.htm)[estatement)](https://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex412.htm) [-] Incorporated by reference to the Form S-8 filed November 30, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex412.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex412.htm)] | | | | | |
| [added: +] | | | [removed: (d)] [added: (l)] | | | [removed: [Excess] [added: [Eaton Corporation S](https://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wj.txt)[upplemental] Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, [removed: 2007](http://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wg.txt)] [added: 2007](https://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wj.txt)] | | | | | |
| [added: +] | | | [removed: (e)] [added: (m)] | | | [First Amendment [removed: to Excess] [added: to](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10k.htm) [Eaton Corporation](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10k.htm) [Supplemental] Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10e.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10k.htm)] | | | | | |
| [added: +] | | | [removed: (f)] [added: (o)] | | | [removed: [Incentive Compensation Deferral] [added: [E](https://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wj.txt)[aton Corporation Supplemental Benefits] Plan II [added: (2008 Restatement)] - Incorporated by reference to the Form 10-K [removed: Report for the year] [added: Report](https://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wj.txt) [for the](https://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wj.txt) [year] ended December 31, [removed: 2007](http://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wh.txt)] [added: 2007](https://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wj.txt)] | | | | | |
| [added: +] | | | [removed: (g)] [added: (x)] | | | [First Amendment to [removed: Incentive Compensation] [added: 2005 Non-Employee Director Fee] Deferral Plan [removed: II] - Incorporated by reference to the Form S-8 filed November 30, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex411.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex413.htm)] | | | | | |
| [added: +] | | | [removed: (h)] [added: (p)] | | | [removed: [Limited Eaton Service] [added: [First Amend](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10k.htm)[ment to](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10k.htm) [Eaton Corporation] Supplemental [removed: Retirement Income] [added: Benefits] Plan II [added: (2008 Restatement)] - Incorporated by reference to the Form 10-K Report for the year ended December 31, [removed: 2007](http://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wi.txt)] [added: 20](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10k.htm)[12](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10k.htm)] | | | | | |
| [added: +] | | | [removed: (i)] [added: (v)] | | | [removed: [First Amendment] [added: [Amendment] to [removed: Limited Eaton Service Supplemental Retirement Income] [added: Amended and Restated 2012 Stock] Plan [removed: II] - Incorporated by reference to the Form 10-K Report for the year ended December 31, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10i.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10w.htm)] | | | | | |
| [added: +] | | | [removed: (j)] [added: (q)] | | | [removed: [Supplemental] [added: [Second](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm) [Amendment to Eaton Corporation Supplemental] Benefits Plan II (2008 [removed: restatement)] [added: Restatement)] - Incorporated by reference to the Form 10-K Report for the year ended December 31, [removed: 2007](http://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wj.txt)] [added: 201](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm)[6](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm)] | | | | | |
| [added: +] | | | [removed: (k)] [added: (n)] | | | [removed: [First] [added: [S](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm)[econd] Amendment to [removed: Supplemental] [added: Eaton Corporation Suppl](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm)[emental] Benefits Plan II (2008 [removed: restatement) -] [added: R](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm)[e](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm)[statement)](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm) [-] Incorporated by reference to the Form 10-K Report for the year [removed: ended December] [added: ended](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm) [December] 31, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10k.htm)] [added: 20](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm)[1](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm)[6](https://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm)] | | | | | |
| [added: +] | | | [removed: (l)] [added: (aa)] | | | [removed: [Form] [added: [F](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10l.htm)[orm] of Restricted Share Unit Agreement - Incorporated by [removed: reference to the Form] [added: reference](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10l.htm) [to](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10l.htm) [the](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10l.htm) [Form] 10-K Report for the year ended December 31, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10l.htm)] [added: 20](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10l.htm)[15](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10l.htm)] | | | | | |
| [added: +] | | | [removed: (m)] [added: (bb)] | | | [Form of Restricted [removed: Share Award Agreement] [added: Share](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10m.htm) [Award](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10m.htm) [Agreement] - Incorporated by reference [removed: to the Form] [added: to](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10m.htm) [the](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10m.htm) [Form] 10-K Report for the year ended December 31, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10m.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10m.htm)] | | | | | |
| [added: +] | | | [removed: (n)] [added: (t)] | | | [removed: [Form of Restricted] [added: [F](https://www.sec.gov/Archives/edgar/data/31277/000095012310007207/l38711exv10w2.htm)[orm of](https://www.sec.gov/Archives/edgar/data/31277/000095012310007207/l38711exv10w2.htm) [Restricted] Share Agreement (Non-Employee Directors) - Incorporated by reference [removed: to the Form 8-K] [added: to](https://www.sec.gov/Archives/edgar/data/31277/000095012310007207/l38711exv10w2.htm) [the](https://www.sec.gov/Archives/edgar/data/31277/000095012310007207/l38711exv10w2.htm) [Form](https://www.sec.gov/Archives/edgar/data/31277/000095012310007207/l38711exv10w2.htm) [8-K] Report filed February 1, [removed: 2010](http://www.sec.gov/Archives/edgar/data/31277/000095012310007207/l38711exv10w2.htm)] [added: 2010](https://www.sec.gov/Archives/edgar/data/31277/000095012310007207/l38711exv10w2.htm)] | | | | | |
| [added: +] | | | [removed: (o)] [added: (ii)] | | | [Form of [removed: Directors' Restricted Share Unit] [added: Indemnification] Agreement [added: entered into with directors] - Incorporated by reference to the Form 10-K [removed: report] [added: Report] for the year ended December 31, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10o.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10bb.htm)] | | | | | |
| [added: +] | | | [removed: (p)] [added: (cc)] | | | [Form [removed: of Stock Option Agreement] [added: of](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10p.htm) [Stock Option](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10p.htm) [Agreement] for [removed: Executives -] [added: Exec](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10p.htm)[utives](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10p.htm) [-] Incorporated by reference [removed: to the Form] [added: to](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10p.htm) [the](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10p.htm) [Form] 10-K Report for the year ended December 31, [removed: 2015](http://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10p.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10p.htm)] | | | | | |
| [added: +] | | | [removed: (q)] [added: (ll)] | | | [removed: [Form of Stock Option] [added: [Amended and Restated Grantor Trust] Agreement for Non-Employee [removed: Directors (2008) -] [added: Directors’ Deferred Fees Plans](https://www.sec.gov/Archives/edgar/data/31277/000095012311018511/l41337exv10wmm.htm) [(](https://www.sec.gov/Archives/edgar/data/31277/000095012311018511/l41337exv10wmm.htm)[effective January 1, 2010](https://www.sec.gov/Archives/edgar/data/31277/000095012311018511/l41337exv10wmm.htm)[)](https://www.sec.gov/Archives/edgar/data/31277/000095012311018511/l41337exv10wmm.htm) [-] Incorporated by reference to the Form 10-K Report for the year ended December 31, [removed: 2007](http://www.sec.gov/Archives/edgar/data/31277/000095015208001530/l30233aexv10wq.txt)] [added: 2010](https://www.sec.gov/Archives/edgar/data/31277/000095012311018511/l41337exv10wmm.htm)] | | | | | |
| [added: +] | | | [removed: (r)] [added: (u)] | | | [Amended and Restated [removed: 2002] [added: 2012] Stock Plan - Incorporated by reference to the Form S-8 filed November 30, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex48.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex44.htm)] | | | | | |
| [added: +] | | | [removed: (s)] [added: (r)] | | | [Amended and Restated [removed: 2004] [added: 2008] Stock Plan - Incorporated by reference to the Form S-8 filed November 30, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex47.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex46.htm)] | | | | | |
| [added: +] | | | [removed: (t)] [added: (s)] | | | [removed: [Amended] [added: [Second Amended] and Restated [removed: 2008] [added: 2009] Stock Plan - Incorporated by reference to [removed: the] Form S-8 filed November 30, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex46.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex45.htm)] | | | | | |
| [added: +] | | | [removed: (u)] [added: (dd)] | | | [removed: [Second Amended and Restated 2009] [added: [2](https://www.sec.gov/Archives/edgar/data/1551182/000155118220000192/a2020stockplan-exhibit43.htm)[020] Stock [removed: Plan -] [added: Plan](https://www.sec.gov/Archives/edgar/data/1551182/000155118220000192/a2020stockplan-exhibit43.htm) [\-] Incorporated by reference to [added: the] Form [removed: S-8 filed November 30, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex45.htm)] [added: S-](https://www.sec.gov/Archives/edgar/data/1551182/000155118220000192/a2020stockplan-exhibit43.htm)[8](https://www.sec.gov/Archives/edgar/data/1551182/000155118220000192/a2020stockplan-exhibit43.htm) [filed on November](https://www.sec.gov/Archives/edgar/data/1551182/000155118220000192/a2020stockplan-exhibit43.htm) [3, 2020](https://www.sec.gov/Archives/edgar/data/1551182/000155118220000192/a2020stockplan-exhibit43.htm)] | | | | | |
| [added: +] | | | [removed: (v)] [added: (z)] | | | [removed: [Amended and Restated 2012] [added: [2015] Stock Plan - Incorporated by reference to the Form S-8 filed [removed: November] [added: on October] 30, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex44.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/1551182/000155118215000024/eatons-82015planxexhibt43.htm)] | | | | | |
| [added: +] | | | [removed: (w)] [added: (jj)] | | | [removed: [Amendment to Amended and Restated 2012 Stock Plan] [added: [Form of Indemnification Agreement II entered into with directors] - Incorporated by reference to the Form 10-K Report for the year ended December 31, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10w.htm)] [added: 2012](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10cc.htm)] | | | | | |
| [added: +] | | | [removed: (aa)] [added: (kk)] | | | [removed: [Form of Change] [added: [F](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10ss.htm)[orm] of [removed: Control] [added: Indemnification] Agreement entered into with officers of Eaton Corporation - [removed: Incorporated] [added: Inc](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10ss.htm)[orporated] by reference to [removed: the Form 8-K] [added: the](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10ss.htm) [Form 10-K] Report [removed: filed on December 17, 2015](http://www.sec.gov/Archives/edgar/data/1551182/000155118215000028/exhibit101formofagreement.htm)] [added: for the year ended](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10ss.htm) [December 31, 2015](https://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10ss.htm)] | | | | | |
| [added: +97] | | | [removed: (ii)] | | | [removed: [Amendment to Excess Benefits Plan I] [added: [Recoupment policy of Eaton Corporation plc] - Incorporated by reference to the Form 10-K [removed: Report] [added: filed] for the year ended December 31, [removed: 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12132012ex10mm.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1551182/000155118224000006/etn12312023ex97.htm)] | | | | | |
| | | | [removed: (hhh)] [added: (a)] | | | [removed: [5-Year] [added: [Five-Year] Revolving Credit Agreement, dated as of [removed: October 3, 2022,] [added: September 29, 2025,] among Eaton Corporation, the [removed: guarantors] [added: Other Borrowers and Guarantors] from time to time party thereto, the [removed: several lenders] [added: Banks] from time to time [removed: parties] [added: party] thereto, Citibank, N.A., as Administrative Agent, Citibank, N.A., JPMorgan Chase Bank, [removed: N.A.] [added: N.A.,] and BofA Securities, [removed: Inc.] [added: Inc.,] as [removed: joint lead arrangers] [added: Joint Lead Arrangers] and [removed: joint bookrunners,] [added: Joint Bookrunners,] JPMorgan Chase Bank, N.A., as [removed: syndication agent] [added: Syndication Agent,] and Bank of America, N.A. as [removed: documentation agent](https://www.sec.gov/Archives/edgar/data/1551182/000114036122036580/brhc10042768_ex10-1.htm) [- Incorporated] [added: Documentation Agent](https://www.sec.gov/Archives/edgar/data/1551182/000114036125036514/ef20056153_ex10-1.htm) [\-](https://www.sec.gov/Archives/edgar/data/1551182/000114036125036514/ef20056153_ex10-1.htm) [I](https://www.sec.gov/Archives/edgar/data/1551182/000114036125036514/ef20056153_ex10-1.htm)[ncorporated] by [removed: reference](https://www.sec.gov/Archives/edgar/data/1551182/000114036122036580/brhc10042768_ex10-1.htm) [to] [added: reference to] Exhibit 10.1 to the Current Report on Form 8-K filed on [removed: October 7, 2022](https://www.sec.gov/Archives/edgar/data/1551182/000114036122036580/brhc10042768_ex10-1.htm)] [added: September 29, 2025](https://www.sec.gov/Archives/edgar/data/1551182/000114036125036514/ef20056153_ex10-1.htm)] | | | | | |
| 4.11 | | | [Indenture dated as of May 9, 2025, among Eaton Capital Unlimited Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 9, 2025)](https://www.sec.gov/Archives/edgar/data/1551182/000114036125018158/ef20048637_ex4-1.htm) | | | | | | | | |
| 4.12 | | | [First Supplemental Indenture dated as of May 9, 2025, among Eaton Capital Unlimited Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on May 9, 2025)](https://www.sec.gov/Archives/edgar/data/1551182/000114036125018158/ef20048637_ex4-2.htm) | | | | | | | | |
| 4.13 | | | [Second Supplemental Indenture dated as of May 9, 2025, among Eaton Capital Unlimited Company, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on May 9, 2025)](https://www.sec.gov/Archives/edgar/data/1551182/000114036125018158/ef20048637_ex4-3.htm) | | | | | | | | |
| | | | (b) | | | [Commitment Increase Agreement, dated as of February 6, 2026, among Eaton Corporation, the Other Borrowers and Guarantors from time to time party thereto, the Banks from time to time party thereto, and Citibank, N.A., as Administrative Agent - Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 6, 2026](https://www.sec.gov/Archives/edgar/data/1551182/000114036126004227/ef20064951_ex10-1.htm) | | | | | |
| + | | | (f) | | | [S](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10f.htm)[econd Amendment to Deferred Incentive Compensation Plan](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10f.htm) [II (2008](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10f.htm) [r](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10f.htm)[estatement) -](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10f.htm) [Filed in](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10f.htm) [conjunction](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10f.htm) [with th](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10f.htm)[is Form 10-K Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10f.htm) | | | | | |
| + | | | (g) | | | [E](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10g.htm)[aton Supplemental Retirement Plan - File](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10g.htm)[d](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10g.htm) [in conjunction with this Form 10-K Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10g.htm) | | | | | |
| + | | | (h) | | | [First A](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10h.htm)[mendment t](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10h.htm)[o](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10h.htm) [Eaton Supplemental Retirement Plan - File](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10h.htm)[d](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10h.htm) [in conjunction with this Form 10-K Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10h.htm) | | | | | |
| + | | | (i) | | | [Second](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10i.htm) [Amendment to Eaton Supplemental Retirement Plan - Filed in conjunction with this Form 10-K Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10i.htm) | | | | | |
| + | | | (j) | | | [Third](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10j.htm) [Amendment to Eaton Supplemental Retirement Plan - Filed in conjunction with this Form 10-K Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10j.htm) | | | | | |
| + | | | (k) | | | [L](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10k.htm)[imited Eaton Service Supplem](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10k.htm)[ental Retirement](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10k.htm) [Income Plan II - File](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10k.htm)[d in conj](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10k.htm)[u](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10k.htm)[nction with this Form 10-K R](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10k.htm)[eport *](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10k.htm) | | | | | |
| + | | | (w) | | | [F](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10o.htm)[orm of Director](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10o.htm)[s' Restricted Share Unit Agreement - Inco](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10o.htm)[rporated by referen](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10o.htm)[ce to the Form 10-K report for the year ended Decem](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10o.htm)[ber 31, 2012](https://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10o.htm) | | | | | |
| + | | | (ee) | | | [Form of Restricted Share Unit Agreement -](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10ee.htm) [Filed in conjunction with this Form 10-K Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10ee.htm) | | | | | |
| + | | | (ff) | | | [Form of](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10ff.htm) [Stock Option](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10ff.htm) [Agreement - Filed in conjunction with this Form 10-K Report](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10ff.htm) [*](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10ff.htm) | | | | | |
| + | | | (gg) | | | [F](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10gg.htm)[orm of Performance Share](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10gg.htm) [Unit Grant Agreement - Filed in conjunction with this Form 10-K](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10gg.htm) [R](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10gg.htm)[eport *](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10gg.htm) | | | | | |
| + | | | (hh) | | | [Form](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10hh.htm)[s](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10hh.htm) [of Change of Control Agreement](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10hh.htm) [-](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10hh.htm) [F](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10hh.htm)[iled in conju](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10hh.htm)[n](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10hh.htm)[ction with this Form 10-K Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10hh.htm) | | | | | |
| + | | | (mm) | | | [E](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10mm.htm)[xecutive Incentive Compensation Plan (effective J](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10mm.htm)[anuary 1, 2024) - Fi](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10mm.htm)[led in conjunction with this Form 10-K](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10mm.htm) [Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10mm.htm) | | | | | |
| | | | (nn) | | | [Letter Agreement, dated July 18, 2025, between Eaton Corporation and Ernest Marshall](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000036/etn09302025ex102.htm) [](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000036/etn09302025ex102.htm)[\-](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000036/etn09302025ex102.htm) [I](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000036/etn09302025ex102.htm)[ncorporated by](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000036/etn09302025ex102.htm) [reference to Exhibit 10.2 to the Quarterly Report Form 10-Q for the quarterly period ended September 30, 2025](https://www.sec.gov/Archives/edgar/data/1551182/000155118225000036/etn09302025ex102.htm) | | | | | |
| | | | (oo) | | | [L](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10oo.htm)[etter Agreement,](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10oo.htm) [dated December 3, 2025, between Eaton](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10oo.htm) [Corporat](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10oo.htm)[ion and Oliv](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10oo.htm)[i](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10oo.htm)[er L](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10oo.htm)[eonetti](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10oo.htm) [- Filed in conjunction with th](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10oo.htm)[is](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10oo.htm) [F](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10oo.htm)[orm 10-K Report *](https://www.sec.gov/Archives/edgar/data/1551182/000155118226000007/etn12312025ex10oo.htm) | | | | | |
| + | | | Denotes management contracts or contemporary plans or arrangements required to be filed as Exhibits to this Form 10-K. | | |
Certain schedules exhibits, and appendices have been omitted in accordance with to Item 601(a)(5) of Regulation S-K.
The Company hereby undertakes to furnish copies of any omitted schedule, exhibit, or appendix to the Securities and Exchange Commission upon request.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | (x) | | | [First Amendment to 2005 Non-Employee Director Fee Deferral Plan - Incorporated by reference to the Form S-8 filed November 30, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000119312512487405/d432654dex413.htm) | | | | | |
| | | | (y) | | | [2013 Non-Employee Director Fee Deferral Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10y.htm) | | | | | |
| | | | (z) | | | [2015 Stock Plan - Incorporated by reference to the Form S-8 filed on October 30, 2015](http://www.sec.gov/Archives/edgar/data/1551182/000155118215000024/eatons-82015planxexhibt43.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10bb.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10cc.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10dd.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/31277/000115752303000720/a4358939-10t.txt) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10ff.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/31277/000095012310018180/l38359exv10wcc.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/31277/000115752303000720/a4358939-10k.txt) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/31277/000115752303000720/a4358939-10j.txt) | | | | | |
| | | | (kk) | | | [Amendment to Supplemental Benefits Plan I - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012](http://www.sec.gov/Archives/edgar/data/1551182/000155118213000005/etn12312012ex10oo.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/ent12312015ex10mm.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/31277/000095012311018511/l41337exv10wmm.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/31277/000095012311018511/l41337exv10wnn.htm) | | | | | |
| | | | (oo) | | | [Eaton Savings Plan 2016 Restatement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015](http://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10pp.htm) | | | | | |
| | | | (pp) | | | [First Amendment to Eaton Savings Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10uu.htm) | | | | | |
| | | | (qq) | | | [Second Amendment to Eaton Savings Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10vv.htm) | | | | | |
| | | | (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](https://www.sec.gov/Archives/edgar/data/0001551182/000155118221000022/etn12312020ex10rr.htm) | | | | | |
| | | | (ss) | | | [Eaton Personal Investment Plan 2015 Restatement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015](http://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10qq.htm) | | | | | |
| | | | (tt) | | | [First Amendment to Eaton Personal Investment Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ww.htm) | | | | | |
| | | | (uu) | | | [Second Amendment to Eaton Personal Investment Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10xx.htm) | | | | | |
| | | | (vv) | | | [Performance Share Award Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2015](http://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10rr.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/etn12312015ex10ss.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/1551182/000155118216000041/ent12312015ex10tt.htm) | | | | | |
| | | | (yy) | | | [Amendment to Eaton Corporation Excess Benefits Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10yy.htm) | | | | | |
| | | | (zz) | | | [Amendment to Eaton Corporation Supplemental Benefits Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10zz.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10aaa.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10bbb.htm) | | | | | |
| | | | (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](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ccc.htm) | | | | | |
| | | | (ddd) | | | [2016 RSU Grant Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10ddd.htm) | | | | | |
| | | | (eee) | | | [2016 Performance Share Grant Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10eee.htm) | | | | | |
| | | | (fff) | | | [Special 2016 Performance Share Grant Agreement - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2016](http://www.sec.gov/Archives/edgar/data/1551182/000155118217000014/etn12312016ex10fff.htm) | | | | | |
| | | | (ggg) | | | [2020 Stock Plan - Incorporated by reference to the Form S-8 filed on November 3, 2020](https://www.sec.gov/Archives/edgar/data/1551182/000155118220000192/a2020stockplan-exhibit43.htm) | | | | | |
| 97 | | | | | | [Recoupment policy of Eaton Corporation plc -](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) | | | | | |
An excerpt. Shown here: 40 of 51 rewritten, all 21 added and all 37 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules. in the FY2025 filing and the FY2024 filing.
Item 16. Form 10-K Summary.
796 rewritten, 355 added, 262 removed, 1,505 unchanged
| Date: | | | February [removed: 27, 2025] [added: 26, 2026] | | | By: | | | /s/ Olivier Leonetti | | |
Date: February [removed: 27, 2025][added: 26, 2026]
| [removed: Craig Arnold] [added: Paulo Ruiz] | | | | | | [removed: Chairman,] Principal Executive Officer; Director | | | | | | Olivier Leonetti | | | | | | Principal Financial Officer | | |
| Adam Wadecki | | | | | | Principal Accounting Officer | | | | | | [removed: Silvio Napoli] [added: Gerald Johnson] | | | | | | Director | | |
| [removed: Gregory R. Page] [added: Sandra Pianalto] | | | | | | Director | | | | | | [removed: Sandra Pianalto] [added: Robert V. Pragada] | | | | | | Director | | |
We have audited the accompanying consolidated balance sheets of Eaton Corporation plc (“the Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 27, 2025] [added: 26, 2026] 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: $1,361] [added: $1,300] million related to its uncertain tax positions at December 31, [removed: 2024.] [added: 2025.] 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 [added: certain 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 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 [added: certain of] its uncertain tax positions and related unrecognized income tax benefit [removed: amounts by jurisdiction.] [added: amounts.] We also tested the completeness and accuracy of the underlying data used by the [removed: Company.] [added: Company for certain uncertain tax positions.] 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, [added: for certain uncertain tax positions] 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: 2024.][added: 2025.]
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: six] independent directors.
| /s/ [removed: Craig Arnold] [added: Paulo Ruiz] | | | | | | /s/ Olivier Leonetti | | | | | | /s/ Adam Wadecki | | |
We have audited Eaton Corporation plc’s (“the Company”) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 27, 2025] [added: 26, 2026] 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: 2024.][added: 2025.]
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: 2024.][added: 2025.]
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: 2024.][added: 2025.]
| | | | | | | | | | [added: Year ended December 31] | | | | | | [removed: Year ended December 31] | | | | | | | | | | | | | | |
| (In millions except for per share data) | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Net sales | | | | | | | | | | | | | | | $ | [removed: 24,878] [added: 27,448] | | | | | $ | [removed: 23,196] [added: 24,878] | | | | | $ | [removed: 20,752] [added: 23,196] | |
| Cost of products sold | | | | | | | | | | | | | | | [removed: 15,375] [added: 17,131] | | | | | | [removed: 14,762] [added: 15,375] | | | | | | [removed: 13,865] [added: 14,762] | | |
| Selling and administrative expense | | | | | | | | | | | | | | | [removed: 4,077] [added: 4,311] | | | | | | [removed: 3,795] [added: 4,077] | | | | | | [removed: 3,227] [added: 3,795] | | |
| Research and development expense | | | | | | | | | | | | | | | [removed: 794] [added: 797] | | | | | | [removed: 754] [added: 794] | | | | | | [removed: 665] [added: 754] | | |
| Interest expense - net | | | | | | | | | | | | | | | [removed: 130] [added: 241] | | | | | | [removed: 151] [added: 130] | | | | | | [removed: 144] [added: 151] | | |
| Other [removed: income] [added: expense (income)] - net | | | | | | | | | | | | | | | [removed: (64)] [added: 37] | | | | | | [removed: (93)] [added: (64)] | | | | | | [removed: (36)] [added: (93)] | | |
| Income before income taxes | | | | | | | | | | | | | | | [removed: 4,566] [added: 4,932] | | | | | | [removed: 3,827] [added: 4,566] | | | | | | [removed: 2,911] [added: 3,827] | | |
| Income tax expense | | | | | | | | | | | | | | | [removed: 768] [added: 841] | | | | | | [removed: 604] [added: 768] | | | | | | [removed: 445] [added: 604] | | |
| Net income | | | | | | | | | | | | | | | [removed: 3,798] [added: 4,090] | | | | | | [removed: 3,223] [added: 3,798] | | | | | | [removed: 2,465] [added: 3,223] | | |
| Less net income for noncontrolling interests | | | | | | | | | | | | | | | [removed: (4)] [added: (3)] | | | | | | [removed: (5)] [added: (4)] | | | | | | [removed: (4)] [added: (5)] | | |
| Net income attributable to Eaton ordinary shareholders | | | | | | | | | | | | | | | $ | [removed: 3,794] [added: 4,087] | | | | | $ | [removed: 3,218] [added: 3,794] | | | | | $ | [removed: 2,462] [added: 3,218] | |
| Diluted | | | | | | | | | | | | | | | $ | [removed: 9.50] [added: 10.45] | | | | | $ | [removed: 8.02] [added: 9.50] | | | | | $ | [removed: 6.14] [added: 8.02] | |
| Basic | | | | | | | | | | | | | | | [removed: 9.54] [added: 10.48] | | | | | | [removed: 8.06] [added: 9.54] | | | | | | [removed: 6.17] [added: 8.06] | | |
| Diluted | | | | | | | | | | | | | | | [removed: 399.4] [added: 391.2] | | | | | | [removed: 401.1] [added: 399.4] | | | | | | [removed: 400.8] [added: 401.1] | | |
| Basic | | | | | | | | | | | | | | | [removed: 397.6] [added: 389.9] | | | | | | [removed: 399.1] [added: 397.6] | | | | | | [removed: 398.7] [added: 399.1] | | |
| Cash dividends declared per ordinary share | | | | | | | | | | | | | | | $ | [removed: 3.76] [added: 4.16] | | | | | $ | [removed: 3.44] [added: 3.76] | | | | | $ | [removed: 3.24] [added: 3.44] | |
The accompanying notes are an integral part of [removed: the] [added: these] consolidated financial statements.
| (In millions) | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Net income | | | | | | | | | | | | | | | $ | [removed: 3,798] [added: 4,090] | | | | | $ | [removed: 3,223] [added: 3,798] | | | | | $ | [removed: 2,465] [added: 3,223] | |
| /s/ Paulo Ruiz | | | | | | | | | | | | /s/ Olivier Leonetti | | | | | | | | |
| Silvio Napoli | | | | | | Director | | | | | | Gregory R. Page | | | | | | Chairman; Director | | |
| | | | | | | Olivier Leonetti, Attorney-in-Fact | | |
February 26, 2026
| February 26, 2026 | | | | | | | | | | | | | | |
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the entities that were acquired during 2025 (as described in Note 2), which are included in the 2025 consolidated financial statements of the Company and constituted approximately 3.7% of total assets (inclusive of acquired intangible assets) as of December 31, 2025 and approximately 1.7% of net sales for the year then ended.
Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the entities that were acquired during 2025.
February 26, 2026
Our evaluation of internal control over financial reporting did not include the internal controls of the entities that were acquired during 2025 (as described in Note 2), which are included in the 2025 consolidated financial statements and constituted approximately 3.7% of total assets (inclusive of acquired intangible assets) as of December 31, 2025 and approximately 1.7% of net sales for the year then ended.
| /s/ Paulo Ruiz | | | | | | /s/ Olivier Leonetti | | | | | | /s/ Adam Wadecki | | |
| February 26, 2026 | | | | | | | | | | | | | | |
| | | | | | | | | | Year ended December 31 | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
| Unbilled receivables | | | (357) | | | | | | (52) | | | | | | (54) | | |
| Deferred revenue liabilities | | | 202 | | | | | | 2 | | | | | | 119 | | |
The accompanying notes are an integral part of these consolidated financial statements.
| Repurchase of shares | | | (5.7) | | | | | | — | | | | | | — | | | | | | (1,854) | | | | | | — | | | | | | — | | | | | | (1,854) | | | | | | — | | | | | | (1,854) | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2025 | | | 387.9 | | | | | | $ | 4 | | | | | $ | 12,837 | | | | | $ | 10,702 | | | | | $ | (4,118) | | | | | $ | — | | | | | $ | 19,425 | | | | | $ | 44 | | | | | $ | 19,469 | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
During the first quarter of 2026, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses.
The new reportable segment is Mobility, which consists of the legacy Vehicle and eMobility segments.
Financial information for this new reportable segment has not been provided as the re-segmentation occurred subsequent to the year ended December 31, 2025.
The Company expects to provide financial information for this new reportable segment in the Quarterly Report on Form 10-Q for the period ended March 31, 2026.
Eaton adopted Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), in the fourth quarter of 2025 on a prospective basis.
This accounting standard provides a practical expedient allowing entities to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses.
The adoption did not have a material impact on the consolidated financial statements and related disclosures.
In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06).
This accounting standard changes when software project costs should be capitalized by removing all references to development stages and requiring costs to be capitalized when (1) the Company authorizes and commits to funding the software project and (2) it is probable the software project will be completed.
The standard also requires additional annual and interim disclosures, including the capitalized software balance and accumulated amortization.
The Company is evaluating the impact of ASU 2025-06 to the consolidated financial statements and related disclosures.
In December 2025, the FASB issued Accounting Standards Update 2025-10, Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities (ASU 2025-10).
This accounting standard requires a government grant to be recognized when (1) it is probable the conditions of the grant will be met and (2) the grant will be received.
ASU 2025-10 is effective for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2028, with early adoption permitted and may be applied using a modified prospective approach, modified retrospective approach, or a retrospective approach.
The Company is evaluating the impact of ASU 2025-10 to the consolidated financial statements and related disclosures.
*Acquisition of Fibrebond Corporation*
On April 1, 2025, Eaton acquired Fibrebond Corporation (Fibrebond) for $1.43 billion, net of cash acquired.
Fibrebond is a U.S. based designer and builder of pre-integrated modular power enclosures for data center, industrial, utility and communications customers.
Fibrebond had sales of approximately $378 million for the twelve months ended February 28, 2025, and is reported within the Electrical Americas business segment.
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| /s/ Craig Arnold | | | | | | | | | | | | /s/ Olivier Leonetti | | | | | | | | |
| Robert V. Pragada | | | | | | Director | | | | | | Paulo Ruiz | | | | | | Director | | |
| | | | | | | Olivier Leonetti, Attorney-in-Fact for the officers and directors signing in the capacities indicated | | |
February 27, 2025
| February 27, 2025 | | | | | | | | | | | | | | |
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| Gain on sale of business | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 24 | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gain on sale of business | | | — | | | | | | — | | | | | | (24) | | |
| Proceeds from (payments for) sale of business, net of cash sold | | | — | | | | | | (2) | | | | | | 31 | | |
| Balance at January 1, 2022 | | | 398.8 | | | | | | $ | 4 | | | | | $ | 12,449 | | | | | $ | 7,594 | | | | | $ | (3,633) | | | | | $ | (1) | | | | | $ | 16,413 | | | | | $ | 38 | | | | | $ | 16,451 | | | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 2,462 | | | | | | — | | | | | | — | | | | | | 2,462 | | | | | | 4 | | | | | | 2,465 | | | | | |
| Repurchase of shares | | | (2.0) | | | | | | — | | | | | | — | | | | | | (286) | | | | | | — | | | | | | — | | | | | | (286) | | | | | | — | | | | | | (286) | | | | | |
| Changes in noncontrolling interest of consolidated subsidiaries - net | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | (1) | | | | | |
This accounting standard requires additional segment disclosures on an annual and interim basis, including significant segment expenses that are regularly provided to the chief operating decision maker.
The standard does not change how operating segments and reportable segments are determined.
Eaton uses derivative financial instruments to manage the exposure to the volatility in raw material costs, currency, and interest rates on certain debt.
These instruments are marked to fair value in the accompanying Consolidated Balance Sheets.
Changes in the fair value of derivative assets or liabilities (i.e., gains or losses) are recognized depending upon the type of hedging relationship and whether an instrument has been designated as a hedge.
For those instruments that qualify for hedge accounting, Eaton designates the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, a fair value hedge, or a hedge of a net investment in a foreign operation.
Changes in fair value of these instruments that do not qualify for hedge accounting are recognized immediately in net income.
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09).
The Company is evaluating the impact of ASU 2023-09 and expects the standard will only impact its income taxes disclosures with no material impact to the consolidated financial statements.
*Sale of Hydraulics business*
On August 2, 2021, Eaton completed the sale of the Hydraulics business to Danfoss A/S.
As a result of the sale, the Company received $3.1 billion, net of cash sold, and recognized a pre-tax gain of $617 million in 2021.
The Company finalized negotiations of post-closing adjustments with Danfoss A/S during the first quarter of 2022 and recognized an additional pre-tax gain of $24 million and received cash of $22 million from Danfoss A/S to fully settle all post-closing adjustments.
*Acquisition of Royal Power Solutions*
On January 5, 2022, Eaton acquired Royal Power Solutions for $610 million, net of cash received.
Royal Power Solutions is a U.S. based manufacturer of high-precision electrical connectivity components used in electric vehicle, energy management, industrial and mobility markets.
The final allocation as of the date of acquisition follows:
| (In millions) | | | | | | | | | | | | | | | | | | Final Allocation | | |
| Goodwill | | | | | | | | | | | | | | | | | | 255 | | |
The estimated fair value of technology and trademark intangibles are also based on the selection of royalty rates used in the valuation model.
*Russia*
An excerpt. Shown here: 40 of 796 rewritten, 40 of 355 added and 40 of 262 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary. in the FY2025 filing and the FY2024 filing.
Item 4A. Information about our Executive Officers.
0 rewritten, 0 added, 97 removed, 0 unchanged
Dropped this year
A listing of executive officers, their ages, positions and offices held over the past five years, as of February 1, 2025, is as follows:
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| Name | | | | | | Age | | | | | | Position (Date elected to position) | | |
| Craig Arnold | | | | | | 64 | | | | | | Chairman of Eaton Corporation plc (June 1, 2016 - present) | | |
| | | | | | | | | | | | | Chief Executive Officer of Eaton Corporation (June 1, 2016 - present) | | |
| | | | | | | | | | | | | Director of Eaton Corporation plc (September 1, 2015 - present) | | |
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| Olivier Leonetti | | | | | | 60 | | | | | | Executive Vice President and Chief Financial Officer of Eaton Corporation | | |
| | | | | | | | | | | | | (February 2024 - present) | | |
| | | | | | | | | | | | | Executive Vice President and Chief Financial Officer of Johnson Controls | | |
| | | | | | | | | | | | | International, plc (September 2020 - January 2024) | | |
| | | | | | | | | | | | | Senior Vice President and Chief Financial Officer of Zebra Technologies Corporation | | |
| | | | | | | | | | | | | (November 2016 - August 2020) | | |
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| Paulo Ruiz | | | | | | 50 | | | | | | Director of Eaton Corporation plc (September 2, 2024 - present) | | |
| | | | | | | | | | | | | President and Chief Operating Officer of Eaton Corporation | | |
| | | | | | | | | | | | | (September 2, 2024 - present) | | |
| | | | | | | | | | | | | President and Chief Operating Officer - Industrial Sector of Eaton Corporation | | |
| | | | | | | | | | | | | (July 5, 2022 - December 31, 2024) | | |
| | | | | | | | | | | | | President Energy Solutions and Services of Eaton Corporation | | |
| | | | | | | | | | | | | (August 2, 2021 - July 5, 2022) | | |
| | | | | | | | | | | | | Hydraulics Group President of Eaton Corporation (April 1, 2019 - August 2, 2021) | | |
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| Heath B. Monesmith | | | | | | 54 | | | | | | President and Chief Operating Officer - Electrical Sector of Eaton Corporation | | |
| | | | | | | | | | | | | (July 5, 2022 - present) | | |
| | | | | | | | | | | | | President and Chief Operating Officer - Industrial Sector of Eaton Corporation | | |
| | | | | | | | | | | | | (July 1, 2019 - July 4, 2022) | | |
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| Peter Denk | | | | | | 50 | | | | | | President and Chief Operating Officer - Industrial Sector of Eaton Corporation | | |
| | | | | | | | | | | | | (January 1, 2025 - present) | | |
| | | | | | | | | | | | | President - Mobility Group of Eaton Corporation (April 1, 2023 - December 31, 2024) | | |
| | | | | | | | | | | | | President - Vehicle Group, North America of Eaton Corporation | | |
| | | | | | | | | | | | | (June 4, 2018 - March 31, 2023) | | |
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An excerpt. Shown here: all 0 rewritten, all 0 added and 40 of 97 removed. The counts are complete. For every sentence, read Item 4A. Information about our Executive Officers. in the FY2024 filing.