Companies: 10,660     total market cap: $140.341 T
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Eaton
ETN
#140
Rank
$145.52 B
Marketcap
๐Ÿ‡ฎ๐Ÿ‡ช Ireland
Country
$373.82
Share price
5.40%
Change (1 day)
20.62%
Change (1 year)
๐Ÿ™ Conglomerate
Categories
  1. Eaton
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2025 Q2

Eaton - 10-Q quarterly report FY2025 Q2


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ______
Commission file number 000-54863
EATON CORPORATION plc
(Exact name of registrant as specified in its charter)
Ireland98-1059235
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification Number)
Eaton House, 30 Pembroke Road,Dublin 4,IrelandD04 Y0C2
(Address of principal executive offices)(Zip Code)
+3531637 2900
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Ordinary shares ($0.01 par value)ETNNew York Stock Exchange
4.450% Senior Notes due 2030ETN/30New York Stock Exchange
3.625% Senior Notes due 2035ETN/35New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer☑ Accelerated filer☐ Non-accelerated filer ☐
Smaller reporting company
☐
 Emerging growth company
☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 389.3 million Ordinary Shares outstanding as of June 30, 2025.













































PART I — FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS.

EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF INCOME
Three months ended
June 30		Six months ended
June 30
(In millions except for per share data)2025202420252024
Net sales$7,028 $6,350 $13,404 $12,293 
Cost of products sold4,431 3,940 8,361 7,665 
Selling and administrative expense1,149 1,021 2,197 2,046 
Research and development expense192 196 390 385 
Interest expense - net71 29 103 59 
Other income - net(1)(32)(10)(58)
Income before income taxes1,186 1,195 2,363 2,195 
Income tax expense203 201 415 379 
Net income982 994 1,947 1,816 
Less net income for noncontrolling interests(1)(1)(2)(2)
Net income attributable to Eaton ordinary shareholders$982 $993 $1,945 $1,814 
Net income per share attributable to Eaton ordinary shareholders  
Diluted$2.51 $2.48 $4.96 $4.52 
Basic2.52 2.49 4.97 4.54 
Weighted-average number of ordinary shares outstanding  
Diluted391.4 401.0 392.5 401.5 
Basic390.3 399.2 391.2 399.6 
Cash dividends declared per ordinary share$1.04 $0.94 $2.08 $1.88 
The accompanying notes are an integral part of these condensed consolidated financial statements.
2


EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three months ended
June 30		Six months ended
June 30
(In millions)2025202420252024
Net income$982 $994 $1,947 $1,816 
Less net income for noncontrolling interests(1)(1)(2)(2)
Net income attributable to Eaton ordinary shareholders982 993 1,945 1,814 
Other comprehensive income (loss), net of tax
Currency translation and related hedging instruments179 (125)263 (178)
Pensions and other postretirement benefits(21)13 (24)30 
Cash flow hedges(3)(10)8 (14)
Other comprehensive income (loss) attributable to Eaton
   ordinary shareholders		155 (122)247 (162)
Total comprehensive income attributable to Eaton
   ordinary shareholders		$1,137 $871 $2,192 $1,652 
The accompanying notes are an integral part of these condensed consolidated financial statements.


3


EATON CORPORATION plc
CONSOLIDATED BALANCE SHEETS
(In millions)June 30, 2025December 31, 2024
Assets  
Current assets  
Cash$398 $555 
Short-term investments186 1,525 
Accounts receivable - net5,486 4,619 
Inventory4,581 4,227 
Prepaid expenses and other current assets1,246 874 
Total current assets11,897 11,801 
Property, plant and equipment
Land and buildings2,299 2,239 
Machinery and equipment7,328 6,823 
Gross property, plant and equipment9,627 9,062 
Accumulated depreciation(5,595)(5,333)
Net property, plant and equipment4,032 3,729 
Other noncurrent assets
Goodwill15,790 14,713 
Other intangible assets5,227 4,658 
Operating lease assets709 806 
Deferred income taxes621 609 
Other assets2,230 2,066 
Total assets$40,507 $38,381 
Liabilities and shareholders’ equity  
Current liabilities  
Short-term debt$1,111 $— 
Current portion of long-term debt1,134 674 
Accounts payable3,762 3,678 
Accrued compensation529 670 
Other current liabilities3,058 2,835 
Total current liabilities9,594 7,857 
Noncurrent liabilities  
Long-term debt8,751 8,478 
Pension liabilities758 741 
Other postretirement benefits liabilities161 164 
Operating lease liabilities587 669 
Deferred income taxes280 275 
Other noncurrent liabilities1,728 1,667 
Total noncurrent liabilities12,265 11,994 
Shareholders’ equity  
Ordinary shares (389.3 million outstanding in 2025 and 392.9 million in 2024)
4 4 
Capital in excess of par value12,780 12,731 
Retained earnings9,917 10,096 
Accumulated other comprehensive loss(4,095)(4,342)
Shares held in trust— (1)
Total Eaton shareholders’ equity18,606 18,488 
Noncontrolling interests41 43 
Total equity18,647 18,531 
Total liabilities and equity$40,507 $38,381 
The accompanying notes are an integral part of these condensed consolidated financial statements.

4


EATON CORPORATION plc
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended
June 30
(In millions)20252024
Operating activities  
Net income$1,947 $1,816 
Adjustments to reconcile to net cash provided by operating activities
Depreciation and amortization493 452 
Deferred income taxes123 9 
Pension and other postretirement benefits expense20 11 
Contributions to pension plans(58)(64)
Contributions to other postretirement benefits plans(9)(8)
Changes in working capital(1,397)(784)
Other - net37 (11)
Net cash provided by operating activities1,156 1,421 
Investing activities  
Capital expenditures for property, plant and equipment(349)(370)
Cash paid for acquisition of businesses, net of cash acquired(1,450)(51)
Proceeds from sales of property, plant and equipment53 77 
Investments in associate companies(16)(68)
Return of investment from associate companies— 33 
Sales (purchases) of short-term investments - net1,343 (126)
Proceeds from (payments for) settlement of currency exchange contracts
not designated as hedges - net
(21)1 
Other - net(49)(7)
Net cash used in investing activities(490)(511)
Financing activities  
Proceeds from borrowings1,058 1,084 
Payments on borrowings(713)(399)
Short-term debt, net1,111 (4)
Cash dividends paid(818)(756)
Exercise of employee stock options29 46 
Repurchase of shares(1,307)(738)
Employee taxes paid from shares withheld (46)(63)
Other - net(11)(8)
Net cash used in financing activities(697)(839)
Effect of currency on cash(126)(20)
Total increase (decrease) in cash(157)52 
Cash at the beginning of the period555 488 
Cash at the end of the period$398 $540 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5


EATON CORPORATION plc
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Amounts are in millions unless indicated otherwise (per share data assume dilution). Columns and rows may not add and the sum of components may not equal total amounts reported due to rounding.

Note 1.    BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Eaton Corporation plc (Eaton or the Company) have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles (US GAAP) for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods.
This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in Eaton’s 2024 Form 10-K. The interim period results are not necessarily indicative of the results to be expected for the full year. Management has evaluated subsequent events through the date this Form 10-Q was filed with the Securities and Exchange Commission.
Adoption of New Accounting Standard
Eaton adopted Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the fourth quarter of 2024 on a retrospective basis. 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. The adoption of the standard did not have a material impact on the condensed consolidated financial statements.
Recently Issued Accounting Pronouncements
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). This accounting standard requires disaggregated income tax disclosures on an annual basis, including information on the Company’s effective income tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and may be applied prospectively or retrospectively. 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.
In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). This accounting standard requires disaggregated income statement expense disclosures on an annual and interim basis, including inventory purchases, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains these expenses. The standard also requires disclosure of total selling expenses on an annual and interim basis, and the definition of those expenses disclosed annually. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and may be applied prospectively or retrospectively. The Company is evaluating the impact of ASU 2024-03 and expects the standard will only impact its disclosures with no material impact to the consolidated financial statements.

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Note 2.    ACQUISITIONS OF BUSINESSES
Acquisition of Exertherm
On May 20, 2024, Eaton acquired Exertherm, a U.K.-based provider of thermal monitoring solutions for electrical equipment. Exertherm is reported within the Electrical Americas business segment.
Acquisition of a 49% stake in NordicEPOD AS
On May 31, 2024, Eaton acquired a 49 percent stake in NordicEPOD AS, which designs and assembles standardized power modules for data centers in the Nordic region. Eaton accounts for this investment on the equity method of accounting and it is reported within the Electrical Global business segment.
Acquisition of Fibrebond Corporation
On April 1, 2025, Eaton acquired Fibrebond Corporation (Fibrebond) for $1.45 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.
The acquisition of Fibrebond has been accounted for using the acquisition method of accounting which requires the assets acquired and liabilities assumed be recognized at their respective fair values on the acquisition date. The table below summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed on the acquisition date. These preliminary estimates will continue to be revised during the measurement period as third-party valuations are received and finalized, further information becomes available and additional analyses are performed, and these differences could have a material impact on Eaton's preliminary purchase price allocation.
(In millions)April 1, 2025
Accounts receivable $50 
Inventory96 
Prepaid expenses and other current assets72 
Property, plant and equipment104 
Other intangible assets709 
Other assets3 
Accounts payable(48)
Other current liabilities(106)
Other noncurrent liabilities(2)
Total identifiable net assets$878 
Goodwill572 
Total consideration, net of cash received$1,450 
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring Fibrebond. Goodwill recognized as a result of the acquisition is expected to be deductible for tax purposes. Other intangible assets of $709 million are expected to include customer relationships, backlog, trademarks and technology. Given the timing of the acquisition, Eaton utilized a benchmarking approach based on similar acquisitions to determine the preliminary fair values for intangible assets. See Note 6 for additional information about goodwill.
As part of the acquisition, Eaton assumed $240 million of employee transaction and retention awards. Awards vest in six equal annual installments starting in the second quarter of 2025, subject to continued employment with Eaton. Forfeited employee awards are paid to former Fibrebond shareholders annually. Eaton recognizes compensation expense for the awards over the requisite service period and any employee forfeitures owed to former Fibrebond shareholders are expensed immediately in Other income - net. During the second quarter of 2025, compensation expense of $34 million, $11 million and $2 million were included in Costs of products sold, Selling and administrative expense, and Other income - net, respectively.
Eaton's 2025 condensed consolidated financial statements include Fibrebond results of operations, including segment operating profit of $44 million on sales of $144 million, from the date of acquisition through June 30, 2025.
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Agreement to Acquire Ultra PCS Limited
On June 16, 2025, Eaton signed an agreement to acquire Ultra PCS Limited (Ultra PCS), which is headquartered in the United Kingdom with operations in the U.K. and the United States. Ultra PCS produces electronic controls, sensing, stores ejection and data processing solutions, enabling mission success for global aerospace customers in the air and on the ground. Under the terms of the agreement, Eaton will pay $1.55 billion for Ultra PCS. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the first half of 2026. Ultra PCS will be reported within the Aerospace business segment.
Agreement to Acquire Resilient Power Systems Inc.
On July 11, 2025, Eaton signed an agreement to acquire Resilient Power Systems Inc., a leading North American developer and manufacturer of innovative energy solutions, including solid-state transformer-based technology. Under the terms of the agreement, Eaton will pay $55 million of cash at closing and contingent future consideration and other payments that could reach $95 million based on 2025 through 2028 revenue performance, achievement of technology-based milestones, and in certain cases subject to management's continued employment with Eaton. The transaction is subject to customary closing conditions and is expected to close in the third quarter of 2025. Resilient Power Systems Inc. will be reported within the Electrical Americas business segment.

8


Note 3.    REVENUE RECOGNITION
Sales are recognized when obligations under the terms of the contract are satisfied and control of promised goods or services have transferred to our customers. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. Sales are measured at the amount of consideration the Company expects to be paid in exchange for these products or services.
The following table provides disaggregated sales by lines of businesses, geographic destination, market channel or end market, as applicable, for the Company's operating segments:
Three months ended
June 30		Six months ended
June 30
(In millions)2025202420252024
Electrical Americas
Products$817 $745 $1,560 $1,478 
Systems2,533 2,132 4,800 4,089 
Total$3,350 $2,877 $6,360 $5,567 
Electrical Global
Products$1,008 $882 $1,946 $1,726 
Systems744 724 1,416 1,380 
Total$1,753 $1,606 $3,362 $3,105 
Aerospace
Original Equipment Manufacturers$409 $389 $795 $744 
Aftermarket396 329 746 620 
Industrial and Other275 237 518 462 
Total$1,080 $955 $2,059 $1,826 
Vehicle
Commercial$377 $454 $736 $889 
Passenger and Light Duty287 269 544 558 
Total$663 $723 $1,280 $1,447 
eMobility$182 $189 $343 $348 
Total net sales$7,028 $6,350 $13,404 $12,293 
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (revenue recognized exceeds amount billed to the customer), and deferred revenue (advance payments and billings in excess of revenue recognized). Accounts receivable from customers were $4,923 million and $4,079 million at June 30, 2025 and December 31, 2024, respectively. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Unbilled receivables were $510 million and $330 million at June 30, 2025 and December 31, 2024, respectively, and are recorded in Prepaid expenses and other current assets. The increase in unbilled receivables reflects higher revenue recognized and not yet billed from increased business activity in 2025 and unbilled receivables associated with the Fibrebond acquisition.
9


Changes in the deferred revenue liabilities are as follows:
(In millions)Deferred Revenue
Balance at January 1, 2025
$618 
Customer deposits and billings1,902 
Revenue recognized in the period(1,862)
Deferred revenue from business acquisition73 
Translation15 
Balance at June 30, 2025
$746 
(In millions)Deferred Revenue
Balance at January 1, 2024
$626 
Customer deposits and billings1,333 
Revenue recognized in the period(1,306)
Balance at June 30, 2024
$653 
Deferred revenue liabilities of $725 million and $602 million as of June 30, 2025 and December 31, 2024, respectively, were included in Other current liabilities on the Consolidated Balance Sheets with the remaining balance presented in Other noncurrent liabilities.
A significant portion of open orders placed with Eaton are by original equipment manufacturers or distributors. These open orders are not considered firm as they have been historically subject to releases by customers. In measuring backlog of unsatisfied or partially satisfied obligations, only the amount of orders to which customers are firmly committed are included. Using this criterion, total backlog at June 30, 2025 was approximately $17.5 billion. At June 30, 2025, approximately 70% of this backlog is targeted for delivery to customers in the next twelve months and the rest thereafter.

Note 4.    CREDIT LOSSES FOR RECEIVABLES
Receivables are exposed to credit risk based on the customers’ ability to pay which is influenced by, among other factors, their financial liquidity position. Eaton’s receivables are generally short-term in nature with a majority outstanding less than 90 days.
Eaton performs ongoing credit evaluation of its customers and maintains sufficient allowances for potential credit losses. The Company evaluates the collectability of its receivables based on the length of time the receivable is past due, and any anticipated future write-off based on historic experience adjusted for market conditions. The Company's segments, supported by our global credit department, perform the credit evaluation and monitoring process to estimate and manage credit risk. The process includes an evaluation of credit losses for both the overall segment receivable and specific customer balances. The process also includes review of customer financial information and credit ratings, approval and monitoring of customer credit limits, and an assessment of market conditions. The Company may also require prepayment from customers to mitigate credit risk. Receivable balances are written off against an allowance for credit losses after a final determination of collectability has been made.
Accounts receivable are net of an allowance for credit losses of $56 million and $55 million at June 30, 2025 and December 31, 2024, respectively. The change in the allowance for credit losses includes expense and net write-offs, none of which are significant.

Note 5.    INVENTORY
Inventory is carried at lower of cost or net realizable value. The components of inventory are as follows:
(In millions)June 30, 2025December 31, 2024
Raw materials$1,710 $1,614 
Work-in-process1,214 1,038 
Finished goods1,656 1,576 
Total inventory$4,581 $4,227 

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Note 6.    GOODWILL
Changes in the carrying amount of goodwill by segment are as follows:
(In millions)January 1, 2025AdditionsTranslationJune 30, 2025
Electrical Americas$7,396 $576 $28 $8,000 
Electrical Global3,842 — 334 4,176 
Aerospace2,856 — 133 2,989 
Vehicle285 — 5 290 
eMobility333 — 2 335 
Total$14,713 $576 $502 $15,790 
The 2025 additions to goodwill relate primarily to the anticipated synergies of acquiring Fibrebond. The allocation of the Fibrebond purchase price is preliminary and will be completed during the measurement period.

Note 7.    SUPPLY CHAIN FINANCE PROGRAM
The Company negotiates payment terms directly with its suppliers for the purchase of goods and services. In addition, a third-party financial institution offers a voluntary supply chain finance (SCF) program that enables certain of the Company’s suppliers, at the supplier’s sole discretion, to sell receivables due from the Company to the financial institution on terms directly negotiated with the financial institution. If a supplier elects to participate in the SCF program, the supplier decides which invoices are sold to the financial institution and the Company has no economic interest in a supplier’s decision to sell an invoice. Payments by the Company to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. The amounts due to the financial institution for suppliers that participate in the SCF program are included in Accounts payable on the Consolidated Balance Sheets, and the associated payments are included in operating activities on the Condensed Consolidated Statements of Cash Flows.
The changes in SCF obligations are as follows:
(In millions)SCF Obligations
Balance at January 1, 2025
$398 
Invoices confirmed during the period811 
Invoices paid during the period(739)
Balance at June 30, 2025
$470 
(In millions)SCF Obligations
Balance at January 1, 2024
$369 
Invoices confirmed during the period695 
Invoices paid during the period(695)
Translation(1)
Balance at June 30, 2024
$367 

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Note 8.    DEBT
On May 9, 2025, a subsidiary of Eaton issued Euro denominated notes (2025 Euro Notes) with a face amount of €500 million ($564 million). The 2025 Euro Notes mature in 2035 with interest payable annually at a rate of 3.625% per annum. The issuer received proceeds totaling €494 million ($558 million) from the 2025 Euro Notes issuance, net of financing costs and discounts. The 2025 Euro Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2025 Euro Notes contain customary optional redemption and par call provisions. The 2025 Euro Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2025 Euro Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the term of the 2025 Euro Notes. The 2025 Euro Notes are subject to customary non-financial covenants.
Also on May 9, 2025, the same subsidiary of Eaton issued senior notes (2025 Notes) with a face amount of $500 million. The 2025 Notes mature in 2030 with interest payable semi-annually at a rate of 4.45% per annum. The issuer received proceeds totaling $495 million from the 2025 Notes issuance, net of financing costs and discounts. The 2025 Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2025 Notes contain customary optional redemption and par call provisions. The 2025 Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2025 Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the term of the 2025 Notes. The 2025 Notes are subject to customary non-financial covenants.
12


Note 9.    RETIREMENT BENEFITS PLANS
The components of retirement benefits expense (income) are as follows:
United States
pension benefit expense		Non-United States
pension benefit expense		Other postretirement
benefits expense
Three months ended June 30
(In millions)202520242025202420252024
Service cost$4 $5 $11 $11 $— $— 
Interest cost34 34 23 22 3 3 
Expected return on plan assets(47)(48)(33)(33)— — 
Amortization3 3 4 2 (3)(3)
(6)(6)5 2 — — 
Settlements9 10 3 2 — — 
Total expense$3 $4 $8 $4 $— $— 
United States
pension benefit expense		Non-United States pension benefit expenseOther postretirement
benefits expense (income)
Six months ended June 30
(In millions)202520242025202420252024
Service cost$8 $9 $22 $23 $— $— 
Interest cost68 67 44 43 5 5 
Expected return on plan assets(95)(95)(64)(66)— — 
Amortization7 5 8 5 (6)(6)
(12)(14)10 5 (1)(1)
Settlements18 19 5 3 — — 
Total expense (income)$6 $5 $15 $8 $(1)$(1)
The components of retirement benefits expense (income) other than service costs are included in Other income - net.
During 2020, the Company announced it was freezing its United States pension plans for its non-union employees. The freeze was effective January 1, 2021 for non-union U.S. employees whose retirement benefit was determined under a cash balance formula and is effective January 1, 2026 for non-union U.S. employees whose retirement benefit is determined under a final average pay formula.
Note 10.    LEGAL CONTINGENCIES
Eaton is subject to a broad range of claims, administrative proceedings, and legal proceedings, including, but not limited to, claims for punitive damages, penalties, and interest, in a variety of matters, including, but not limited to, contract, indemnity, tax, patent infringement, intellectual property, personal injury, commercial, warranty, product liability, environmental, antitrust and trade regulation, class action, and labor and employment matters. Eaton is also subject to legal claims from historic products which may have contained asbestos. Insurance may cover some of the costs associated with claims and proceedings involving Eaton. Although it is not possible to predict with certainty the outcome or cost of these matters, the Company believes they will not have a material adverse effect on the condensed consolidated financial statements.

13


Note 11.    INCOME TAXES
The effective income tax rate for the second quarter of 2025 was expense of 17.2% compared to expense of 16.8% for the second quarter of 2024. The effective income tax rate for the first six months of 2025 was expense of 17.6% compared to expense of 17.3% for the first six months of 2024. The increase in the effective tax rate in the second quarter and first six months of 2025 was primarily due to greater levels of income in higher tax jurisdictions.
Brazil Tax Years 2005-2012
The Company has two Brazilian tax cases primarily relating to the amortization of certain goodwill generated from the acquisition of third-party businesses and corporate reorganizations. One case involves tax years 2005-2008 (Case 1), and the other involves tax years 2009-2012 (Case 2). Case 2 is proceeding on a more accelerated timeline than Case 1. For Case 2, the Company received a tax assessment in 2014 that included interest and penalties. In November 2019, the Company received an unfavorable result at the final tax administrative appeals level, resulting in an alleged tax deficiency of $24 million plus $116 million of interest and penalties (translated at the June 30, 2025 exchange rate). The Company is challenging this assessment in the judicial system and, on April 18, 2022, received an unfavorable decision at the first judicial level. On April 27, 2022, the Company filed a motion for clarification relating to that decision. On May 20, 2022, the court largely upheld its prior decision without further clarification. On June 9, 2022, the Company filed its notice of appeal to the second level court. On July 11, 2024, the court published a favorable decision resulting in the cancellation of a portion of the penalties imposed by the tax authorities. As a result of the favorable decision, the alleged interest and penalties was reduced from $116 million to $83 million (translated at the June 30, 2025 exchange rate). The Company intends to continue its challenge of the assessment in the judicial system.
As previously disclosed for Case 1, the Company received a separate tax assessment alleging a tax deficiency of $30 million plus $116 million of interest and penalties (translated at the June 30, 2025 exchange rate), which the Company is challenging in the judicial system. On April 4, 2024, the court published a favorable decision resulting in a reduction to the Case 1 assessment for the goodwill generated from the acquisition of a third-party business. In the same decision, the court confirmed the cancellation of a portion of the penalties imposed by the tax authorities. In May 2025, Eaton obtained a favorable decision that cancelled a portion of the assessment due to the expiration of the statute of limitations. As a result of the favorable decisions, the alleged tax deficiency was reduced to $22 million plus $60 million of interest and penalties (translated at the June 30, 2025 exchange rate). The remainder of Case 1 is still pending resolution at the first judicial level.
Both cases are expected to take several years to resolve through the Brazilian judicial system and require provision of certain assets as security for the alleged deficiencies. As of June 30, 2025, the Company pledged Brazilian real estate assets with net book value of $17 million and provided additional security in the form of bank secured bonds and insurance bonds totaling $91 million and a cash deposit of $22 million (translated at the June 30, 2025 exchange rate).
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Note 12.    EATON SHAREHOLDERS' EQUITY
The changes in Shareholders’ equity are as follows:
Ordinary sharesCapital in excess of par valueRetained earningsAccumulated other comprehensive lossShares held in trustTotal Eaton shareholders' equityNoncontrolling interestsTotal equity
(In millions)SharesDollars
Balance at January 1, 2025
392.9 $4 $12,731 $10,096 $(4,342)$(1)$18,488 $43 $18,531 
Net income— — — 964 — — 964 1 965 
Other comprehensive income, net of tax   92  92  92 
Cash dividends paid and accrued— — — (411)— — (411)(2)(413)
Issuance of shares under equity-based
   compensation plans		0.4 — (19)— — — (19)— (19)
Changes in noncontrolling interest of
   consolidated subsidiaries - net		— — — — — — — (1)(1)
Repurchase of shares(1.9)— — (608)— — (608)— (608)
Balance at March 31, 2025
391.3 4 12,711 10,041 (4,250)(1)18,506 41 18,547 
Net income— — — 982 — — 982 1 982 
Other comprehensive income, net of tax    155  155  155 
Cash dividends paid— — — (407)— — (407)— (407)
Issuance of shares under equity-based
   compensation plans		0.2 — 69 (1)— — 68 — 68 
Changes in noncontrolling interest of
   consolidated subsidiaries - net		— — — — — — — (1)(1)
Repurchase of shares(2.3)— — (698)— — (698)— (698)
Balance at June 30, 2025
389.3 $4 $12,780 $9,917 $(4,095)$— $18,606 $41 $18,647 
Ordinary sharesCapital in excess of par valueRetained earningsAccumulated other comprehensive lossShares held in trustTotal Eaton shareholders' equityNoncontrolling interestsTotal equity
(In millions)SharesDollars
Balance at January 1, 2024
399.4 $4 $12,634 $10,305 $(3,906)$(1)$19,036 $33 $19,069 
Net income— — — 821 — — 821 1 822 
Other comprehensive loss, net of tax   (40) (40)— (40)
Cash dividends paid and accrued— — — (381)— — (381)— (381)
Issuance of shares under equity-based
   compensation plans		0.9 — (4)(1)— — (5)— (5)
Repurchase of shares(0.5)— — (138)— — (138)— (138)
Balance at March 31, 2024
399.8 4 12,630 10,605 (3,946)(1)19,292 34 19,326 
Net income— — — 993 — — 993 1 994 
Other comprehensive loss, net of tax    (122) (122) (122)
Cash dividends paid— — — (375)— — (375)— (375)
Issuance of shares under equity-based
   compensation plans		0.1 — 31 — — — 31 — 31 
Repurchase of shares(1.9)— — (600)— — (600)— (600)
Balance at June 30, 2024
398.1 $4 $12,662 $10,622 $(4,069)$(1)$19,219 $35 $19,254 
On February 23, 2022, the Board of Directors adopted a share repurchase program for repurchases of ordinary shares up to $5.0 billion to be made during the three-year period commencing on that date (2022 Program). On February 27, 2025, the Board of Directors renewed the 2022 Program by providing authority for up to $9.0 billion in repurchases to be made during the three-year period commencing on that date (2025 Program). Under the 2025 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During the three and six months ended June 30, 2025, 2.3 million and 4.2 million ordinary shares, respectively, were repurchased under the 2025 or 2022 Programs in the open market at a total cost of $698 million and $1,306 million, respectively. During the three and six months ended June 30, 2024, 1.9 million and 2.3 million ordinary shares, respectively, were repurchased under the 2022 program in the open market at a total cost of $600 million and $738 million, respectively.
15


The changes in Accumulated other comprehensive loss are as follows:
(In millions)Currency translation and related hedging instrumentsPensions and other postretirement benefitsCash flow
hedges		Total
Balance at January 1, 2025
$(3,399)$(1,044)$101 $(4,342)
Other comprehensive income (loss) before
    reclassifications		269 (52)11 228 
Amounts reclassified from Accumulated other
   comprehensive loss (income)		(6)28 (3)19 
Net current-period Other comprehensive
   income (loss)		263 (24)8 247 
Balance at June 30, 2025
$(3,136)$(1,068)$109 $(4,095)
The reclassifications out of Accumulated other comprehensive loss are as follows:
(In millions)Six months ended
June 30, 2025		Consolidated Statements
of Income classification
Gains and (losses) on net investment hedges (amount excluded
  from effectiveness testing)
Currency exchange contracts$6 Interest expense - net
Tax expense— 
Total, net of tax6 
Amortization of defined benefits pensions and other
   postretirement benefits items
Actuarial loss and prior service cost(32)1
Tax benefit4 
Total, net of tax(28)
Gains and (losses) on cash flow hedges
Floating-to-fixed interest rate swaps7 Interest expense - net
Currency exchange contracts(3)Net sales and Cost of products sold
Tax expense(1)
Total, net of tax3 
Total reclassifications for the period$(19)
1 These components of Accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 9 for additional information about pension and other postretirement benefits items.
16


Net Income Per Share Attributable to Eaton Ordinary Shareholders
A summary of the calculation of net income per share attributable to Eaton ordinary shareholders is as follows:
Three months ended
June 30		Six months ended
June 30
(In millions except for per share data)2025202420252024
Net income attributable to Eaton ordinary shareholders$982 $993 $1,945 $1,814 
Weighted-average number of ordinary shares outstanding - diluted391.4 401.0 392.5 401.5 
Less dilutive effect of equity-based compensation1.1 1.8 1.3 1.9 
Weighted-average number of ordinary shares outstanding - basic390.3 399.2 391.2 399.6 
Net income per share attributable to Eaton ordinary shareholders  
Diluted$2.51 $2.48 $4.96 $4.52 
Basic2.52 2.49 4.97 4.54 
For the second quarter and first six months of 2025, 0.1 million stock options were excluded from the calculation of diluted net income per share attributable to Eaton ordinary shareholders because the exercise price of the options exceeded the average market price of the ordinary shares during the period and their effect, accordingly, would have been antidilutive. For the second quarter and first six months of 2024, all stock options were included in the calculation of diluted net income per share attributable to Eaton ordinary shareholders because they were all dilutive.

Note 13.     FAIR VALUE MEASUREMENTS
Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to satisfy a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy is established, which categorizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
A summary of financial instruments recognized at fair value, and the fair value measurements used, is as follows:
(In millions)TotalQuoted prices in active markets for identical assets
(Level 1)		Other observable inputs
(Level 2)		Unobservable inputs
(Level 3)
June 30, 2025    
Cash$398 $398 $— $— 
Short-term investments186 186 — — 
Net derivative contracts(37)— (37)— 
December 31, 2024    
Cash$555 $555 $— $— 
Short-term investments1,525 1,525 — — 
Net derivative contracts(16)— (16)— 
Eaton values its financial instruments using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities.
Other Fair Value Measurements
Long-term debt and the current portion of long-term debt had a carrying value of $9,885 million and fair value of $9,516 million at June 30, 2025 compared to $9,152 million and $8,651 million, respectively, at December 31, 2024. The fair value of Eaton's debt instruments was estimated using prevailing market interest rates on debt with similar creditworthiness, terms and maturities and is considered a Level 2 fair value measurement.
17



Note 14.    DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
In the normal course of business, Eaton is exposed to certain risks related to fluctuations in interest rates, currency exchange rates and commodity prices. The Company uses various derivative and non-derivative financial instruments, primarily interest rate swaps, currency forward exchange contracts, currency swaps and commodity contracts to manage risks from these market fluctuations. The instruments used by Eaton are straightforward, non-leveraged instruments. The counterparties to these instruments are financial institutions with strong credit ratings. Eaton maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions. Such instruments are not purchased and sold for trading purposes.
Derivative financial instruments are accounted for at fair value and recognized as assets or liabilities in the Consolidated Balance Sheets. Accounting for the gain or loss resulting from the change in the fair value of the derivative financial instrument depends on whether it has been designated as part of a hedging relationship, is effective and the nature of the hedging activity. Eaton formally documents all relationships between derivative financial instruments accounted for as designated hedges and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. This process includes linking derivative financial instruments to a recognized asset or liability, specific firm commitment, forecasted transaction, or net investment in a foreign operation. These financial instruments can be designated as:
•Hedges of the change in the fair value of a recognized fixed-rate asset or liability, or the firm commitment to acquire such an asset or liability (a fair value hedge); for these hedges, the gain or loss from the derivative financial instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in income during the period of change in fair value.
•Hedges of the variable cash flows of a recognized variable-rate asset or liability, or the forecasted acquisition of such an asset or liability (a cash flow hedge); for these hedges, the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive income and reclassified to income in the same period when the gain or loss on the hedged item is included in income.
•Hedges of the currency exposure related to a net investment in a foreign operation (a net investment hedge); for these hedges, the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive income and reclassified to income in the same period when the gain or loss related to the net investment in the foreign operation is included in income.
The gain or loss from a derivative financial instrument designated as a hedge is classified in the same line of the Consolidated Statements of Income as the offsetting loss or gain on the hedged item. The cash flows resulting from these financial instruments are classified in operating activities on the Condensed Consolidated Statements of Cash Flows.
For derivatives that are not designated as a hedge, any gain or loss is immediately recognized in income. The majority of derivatives used in this manner relate to risks resulting from assets or liabilities denominated in a foreign currency and certain commodity contracts that arise in the normal course of business.
Eaton uses currency exchange contracts, cross-currency interest rate swaps, and certain of its debt denominated in foreign currency to hedge portions of its net investments in foreign operations against foreign currency exposure (net investment hedges). The Company uses the spot rate method to assess hedge effectiveness when derivative financial instruments are used in net investment hedges. Under this method, changes in the fair value of currency exchange contracts attributable to changes in the spot exchange rate and changes in the fair value of cross-currency interest rate swaps are recognized in Accumulated other comprehensive loss. Changes related to the forward rate of currency exchange contracts are excluded from the hedging relationship and the forward points are amortized to Interest expense - net on a straight-line basis over the term of the contract. Interest accruals on cross-currency interest rate swaps are excluded from the hedging relationship and recognized in Interest expense - net. The cash flows resulting from currency exchange contracts and cross-currency interest rate swaps are classified in investing activities on the Condensed Consolidated Statements of Cash Flows.
18


Derivative Financial Statement Impacts
The fair value of derivative financial instruments recognized in the Consolidated Balance Sheets is as follows:
(In millions)Notional
amount		Other
 current
assets		Other
noncurrent
assets		Other
current
liabilities		Other
noncurrent
liabilities		Type of
hedge		Term
June 30, 2025      
Derivatives designated as hedges      
Currency exchange contracts$435 $17 $— $8 $— Cash flow
1 to 11 months
Commodity contracts5 — — — — Cash flow
1 to 12 months
Currency exchange contracts656 — — — — Net investment
3 months
Cross-currency interest rate swaps523 — — — 51 Net investment
5 years
Total $18 $— $8 $51  
Derivatives not designated as hedges     
Currency exchange contracts$3,966 $13  $9  
1 to 7 months
December 31, 2024      
Derivatives designated as hedges      
Forward starting floating-to-fixed interest rate swaps
$156 $— $— $— $1 Cash flow11 years
Currency exchange contracts499 12 — 14 — Cash flow
1 to 13 months
Commodity contracts4 — — — — Cash flow
1 to 11 months
Currency exchange contracts545 3 — — — Net investment
3 months
Total $15 $— $14 $1   
Derivatives not designated as hedges      
Currency exchange contracts$4,945 $13  $29  
1 to 7 months
The currency exchange contracts shown in the table above as derivatives not designated as hedges are primarily contracts entered into to manage currency volatility or exposure on intercompany receivables, payables and loans. While Eaton does not elect hedge accounting treatment for these derivatives, Eaton targets managing 95% to 100% of the intercompany balance sheet exposure to minimize the effect of currency volatility related to the movement of goods and services in the normal course of its operations. This activity represents the great majority of these currency exchange contracts. The cash flows resulting from the settlement of these derivatives have been classified in investing activities in the Condensed Consolidated Statements of Cash Flows.
Foreign currency denominated debt designated as non-derivative net investment hedging instruments had a carrying value on an after-tax basis of $3,988 million at June 30, 2025 and $3,105 million at December 31, 2024.
As of June 30, 2025, the volume of outstanding commodity contracts that were entered into to hedge forecasted transactions:
CommodityJune 30, 2025Term
Copper1 Millions of pounds
1 to 12 months
19


The following amounts were recorded on the Consolidated Balance Sheets related to fixed-to-floating interest rate swaps:
(In millions)Carrying amount of the hedged
assets (liabilities)
Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged asset (liabilities)1
Location on Consolidated Balance SheetsJune 30, 2025December 31, 2024June 30, 2025December 31, 2024
Long-term debt$(502)$(647)$(34)$(37)
1 At June 30, 2025 and December 31, 2024, these amounts include the cumulative liability amount of fair value hedging adjustments remaining for which the hedge accounting has been discontinued of $34 million and $37 million, respectively.
The impact of hedging activities to the Consolidated Statements of Income is as follows:
Three months ended June 30, 2025
(In millions)Net SalesCost of products soldInterest expense - net
Amounts from Consolidated Statements of Income$7,028 $4,431 $71 
Gain (loss) on derivatives designated as cash flow hedges
Forward starting floating-to-fixed interest rate swaps
Hedged item$— $— $(3)
Derivative designated as hedging instrument— — 3 
Currency exchange contracts
Hedged item$(1)$(4)$— 
Derivative designated as hedging instrument1 4 — 
Gain (loss) on derivatives designated as net investment hedges
Cross-currency interest rate swaps
Initial value of component excluded from effectiveness testing
  amortized to earnings		$— $— $2 
Three months ended June 30, 2024
(In millions)Net SalesCost of products soldInterest expense - net
Amounts from Consolidated Statements of Income$6,350 $3,940 $29 
Gain (loss) on derivatives designated as cash flow hedges
Forward starting floating-to-fixed interest rate swaps
Hedged item$— $— $(3)
Derivative designated as hedging instrument— — 3 
Currency exchange contracts
Hedged item$2 $(4)$— 
Derivative designated as hedging instrument(2)4 — 
Commodity contracts
Hedged item$— $(1)$— 
Derivative designated as hedging instrument— 1 — 
20


Six months ended June 30, 2025
(In millions)Net SalesCost of products soldInterest expense - net
Amounts from Consolidated Statements of Income$13,404 $8,361 $103 
Gain (loss) on derivatives designated as cash flow hedges
Forward starting floating-to-fixed interest rate swaps
Hedged item$— $— $(7)
Derivative designated as hedging instrument— — 7 
Currency exchange contracts
Hedged item$2 $1 $— 
Derivative designated as hedging instrument(2)(1)— 
Gain (loss) on derivatives designated as net investment hedges
Cross-currency interest rate swaps
Initial value of component excluded from effectiveness testing
  amortized to earnings		$— $— $3 
Six months ended June 30, 2024
(In millions)Net SalesCost of products soldInterest expense - net
Amounts from Consolidated Statements of Income$12,293 $7,665 $59 
Gain (loss) on derivatives designated as cash flow hedges
Forward starting floating-to-fixed interest rate swaps
Hedged item$— $— $(6)
Derivative designated as hedging instrument— — 6 
Currency exchange contracts
Hedged item$— $(12)$— 
Derivative designated as hedging instrument— 12 — 
The impact of derivatives not designated as hedges to the Consolidated Statements of Income is as follows:
Gain (loss) recognized in Consolidated Statements of IncomeConsolidated Statements of Income classification
 Three months ended
June 30
(In millions)20252024
Gain (loss) on derivatives not designated as hedges
Currency exchange contracts$(16)$(29)Interest expense - net
Total$(16)$(29)
21


Gain (loss) recognized in Consolidated Statements of IncomeConsolidated Statements of Income classification
 Six months ended
June 30
(In millions)20252024
Gain (loss) on derivatives not designated as hedges
Currency exchange contracts$3 $(9)Interest expense - net
Total$3 $(9)
The impact of derivative and non-derivative instruments designated as hedges to the Consolidated Statements of Income and Comprehensive Income is as follows:
Gain (loss) recognized in
other comprehensive
income (loss)		Location of gain (loss)
reclassified from
Accumulated other
comprehensive loss		Gain (loss) reclassified
from Accumulated other
comprehensive loss
Three months ended
June 30		Three months ended
June 30
(In millions)2025202420252024
Derivatives designated as cash
   flow hedges
Forward starting floating-to-fixed
   interest rate swaps		$(1)$4 Interest expense - net$3 $3 
Currency exchange contracts6 (12)Net sales and Cost of products sold5 3 
Commodity contracts— 3 Cost of products sold— 1 
Derivatives designated as net
   investment hedges
Currency exchange contracts
Effective portion(9)5 Gain (loss) on sale of business— — 
Amount excluded from effectiveness
   testing		4 — Interest expense - net4 3 
Cross-currency interest rate swaps
Effective portion(45)— Gain (loss) on sale of business— — 
Amount excluded from effectiveness
   testing not amortized to earnings		3 — Gain (loss) on sale of business— — 
Non-derivative designated as net
   investment hedges
Foreign currency denominated debt(272)26 Gain (loss) on sale of business— — 
Total$(314)$26 $12 $10 
22


Gain (loss) recognized in
other comprehensive
income (loss)		Location of gain (loss)
reclassified from
Accumulated other
comprehensive loss		Gain (loss) reclassified
from Accumulated other
comprehensive loss
Six months ended
June 30		Six months ended
June 30
(In millions)2025202420252024
Derivatives designated as cash
   flow hedges
Forward starting floating-to-fixed
   interest rate swaps		$3 $6 Interest expense - net$7 $6 
Currency exchange contracts10 (10)Net sales and Cost of products sold(3)11 
Commodity contracts1 4 Cost of products sold— — 
Derivatives designated as net
   investment hedges
Currency exchange contracts
Effective portion(16)16 Gain (loss) on sale of business— — 
Amount excluded from effectiveness
   testing		5 3 Interest expense - net6 7 
Cross-currency interest rate swaps
Effective portion(62)— Gain (loss) on sale of business— — 
Amount excluded from effectiveness
   testing not amortized to earnings		11 — Gain (loss) on sale of business— — 
Non-derivative designated as net
   investment hedges
Foreign currency denominated debt(394)98 Gain (loss) on sale of business— — 
Total$(442)$118 $10 $25 

The pre-tax gain (loss) on derivative financial instruments designated as net investment hedges included in Accumulated other comprehensive loss is as follows:
Gain (loss) included in Accumulated other comprehensive loss
(In millions)June 30, 2025December 31, 2024
Effective portion
Currency exchange contracts$11$27
Cross-currency interest rate swaps(62)—
Amount excluded from effectiveness testing
Currency exchange contracts$—$1
Cross-currency interest rate swaps11—
At June 30, 2025, a gain of $12 million of estimated unrealized net gains or losses associated with our cash flow hedges were expected to be reclassified to income from Accumulated other comprehensive loss within the next twelve months. These reclassifications relate to our designated foreign currency and commodity hedges that will mature in the next twelve months.
23


Note 15.    RESTRUCTURING CHARGES
During the first quarter of 2024, Eaton implemented a multi-year restructuring program to accelerate opportunities to optimize its operations and global support structure. These actions will better align the Company's functions to support anticipated growth and drive greater effectiveness throughout the Company. Since the inception of the program, the Company has incurred charges of $244 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $164 million and plant closing and other costs of $67 million, resulting in total estimated charges of $475 million for the entire program.
A summary of restructuring program charges is as follows:
Three months ended
June 30		Six months ended
June 30
(In millions except for per share data)2025202420252024
Workforce reductions$7 $9 $19 $68 
Plant closing and other17 7 23 11 
Total before income taxes24 15 42 78 
Income tax benefit5 3 9 18 
Total after income taxes$18 $12 $33 $61 
Per ordinary share - diluted$0.05 $0.03 $0.08 $0.15 
Restructuring program charges related to the following segments:
Three months ended
June 30		Six months ended
June 30		Restructuring program charges incurred from inception through
(In millions)2025202420252024June 30, 2025
Electrical Americas$9 $1 $10 $8 $22 
Electrical Global5 4 19 27 106 
Aerospace— — — 8 9 
Vehicle2 4 4 27 43 
eMobility2 — 2 — 27 
Corporate6 7 7 7 36 
Total$24 $15 $42 $78 $244 
A summary of liabilities related to workforce reductions, plant closing, and other associated costs is as follows:
(In millions)Workforce reductionsPlant closing and otherTotal
Balance at January 1, 2024
$35 $6 $41 
Liability recognized, net120 83 202 
Payments, utilization and translation(59)(81)(141)
Balance at December 31, 2024
96 7 103 
Liability recognized, net19 23 42 
Payments, utilization and translation(27)(23)(50)
Balance at June 30, 2025
$88 $7 $94 
These restructuring program charges were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other income - net, as appropriate. In Business Segment Information, these restructuring program charges are treated as Corporate items. See Note 16 for additional information about business segments.

24


Note 16.    BUSINESS SEGMENT INFORMATION
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance. The Company's chief operating decision maker is the chief executive officer. Eaton's operating segments are Electrical Americas, Electrical Global, Aerospace, Vehicle, and eMobility. Operating profit (loss) includes the operating profit from intersegment sales. For additional information regarding Eaton's business segments, see Note 19 to the consolidated financial statements contained in the 2024 Form 10-K.
The chief operating decision maker uses segment operating profit (loss) as an input to assess segment performance and determine appropriate resource allocations, including capital, financial, and employee resources. Segment operating profit (loss) results are regularly evaluated versus annual profit plan, forecast and/or prior year.
Other segment items are primarily comprised of Cost of products sold, Selling and administrative expense, Research and development expense, depreciation of property, plant and equipment, and certain items included in Other income – net on the Consolidated Statements of Income. The Company's chief operating decision maker manages these items on a consolidated basis.



25


Business Segment Information
Three months ended June 30Six months ended June 30
(In millions)2025202420252024
Net sales  
Electrical Americas$3,350 $2,877 $6,360 $5,567 
Electrical Global1,753 1,606 3,362 3,105 
Aerospace1,080 955 2,059 1,826 
Vehicle663 723 1,280 1,447 
eMobility182 189 343 348 
Total net sales$7,028 $6,350 $13,404 $12,293 
Other segment items
Electrical Americas$2,363 $2,018 $4,469 $3,923 
Electrical Global1,400 1,301 2,709 2,527 
Aerospace840 749 1,593 1,419 
Vehicle550 593 1,071 1,201 
eMobility192 187 358 350 
Total other segment items$5,346 $4,848 $10,200 $9,420 
Segment operating profit (loss)  
Electrical Americas$987 $859 $1,891 $1,644 
Electrical Global353 305 653 578 
Aerospace240 206 466 407 
Vehicle113 130 209 246 
eMobility(10)2 (15)(2)
Total segment operating profit1,682 1,502 3,204 2,873 
Corporate  
Intangible asset amortization expense(129)(106)(235)(212)
Interest expense - net(71)(29)(103)(59)
Pension and other postretirement benefits income 5 9 10 20 
Restructuring program charges(24)(15)(42)(78)
Other expense - net(277)(166)(471)(349)
Income before income taxes1,186 1,195 2,363 2,195 
Income tax expense203 201 415 379 
Net income982 994 1,947 1,816 
Less net income for noncontrolling interests(1)(1)(2)(2)
Net income attributable to Eaton ordinary shareholders$982 $993 $1,945 $1,814 
26


(In millions)June 30, 2025December 31, 2024
Identifiable assets
Electrical Americas$5,783 $4,933 
Electrical Global3,637 3,233 
Aerospace2,592 2,392 
Vehicle2,101 1,987 
eMobility727 633 
Total identifiable assets14,840 13,178 
Goodwill15,790 14,713 
Other intangible assets5,227 4,658 
Corporate4,650 5,833 
Total assets$40,507 $38,381 
Three months ended June 30Six months ended June 30
(In millions)2025202420252024
Capital expenditures for property, plant and equipment
Electrical Americas$98 $72 $155 $164 
Electrical Global49 37 89 67 
Aerospace22 20 39 34 
Vehicle18 26 30 45 
eMobility5 21 14 40 
Total191 176 327 350 
Corporate11 11 22 20 
Total expenditures for property, plant and equipment$202 $187 $349 $370 
Three months ended June 30Six months ended June 30
(In millions)2025202420252024
Depreciation of property, plant and equipment
Electrical Americas$33 $29 $64 $57 
Electrical Global27 25 53 49 
Aerospace18 17 36 34 
Vehicle24 24 48 47 
eMobility8 6 15 12 
Total111 100 216 198 
Corporate9 9 19 18 
Total depreciation of property, plant and equipment$121 $109 $236 $216 
27


ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Amounts are in millions of dollars or shares unless indicated otherwise (per share data assume dilution). Columns and rows may not add and the sum of components may not equal total amounts reported due to rounding.

COMPANY OVERVIEW
Eaton Corporation plc (Eaton or the Company) is an intelligent power management company dedicated to protecting the environment and improving the quality of life for people everywhere. We make products for the data center, utility, industrial, commercial, machine building, residential, aerospace and mobility markets. We are capitalizing on the megatrends of the energy transition, electrification, and digitalization. The reindustrialization of and growth of megaprojects in North America and increased global infrastructure spending focused on clean energy programs are expanding our end markets and positioning Eaton for growth for years to come. We are strengthening our participation across the entire electrical power value chain and benefiting from momentum in the data center and utility end markets as well as a growth cycle in the commercial aerospace and defense markets. We are guided by our commitment to operate sustainably and with the highest ethical standards. Our work is accelerating the planet’s transition to renewable energy sources, helping to solve the world’s most urgent power management challenges, and building a more sustainable society for people today and for future generations.
Founded in 1911, Eaton has continuously evolved to meet the changing and expanding needs of our stakeholders. With revenues of nearly $25 billion in 2024, the Company serves customers in more than 160 countries.
Portfolio Changes
The Company continues to actively manage its portfolio of businesses to deliver on its strategic objectives. The Company is focused on deploying its capital toward businesses that provide opportunities for above-market growth, strong returns, and align with secular trends and its power management strategies. During 2024 and 2025, Eaton continued to selectively add businesses to strengthen its portfolio.
Acquisitions of businesses and investments in associate companiesDate of acquisitionBusiness segment
ExerthermMay 20, 2024Electrical Americas
A U.K. based provider of thermal monitoring solutions for electrical equipment.
NordicEPOD ASMay 31, 2024Electrical Global
A 49 percent stake in NordicEPOD AS, which designs and assembles standardized power modules for data centers in the Nordic region.
Fibrebond CorporationApril 1, 2025Electrical Americas
A U.S. based designer and builder of pre-integrated modular power enclosures for data center, industrial, utility and communications customers.
On June 16, 2025, Eaton signed an agreement to acquire Ultra PCS Limited (Ultra PCS), which is headquartered in the United Kingdom with operations in the U.K. and the United States. Ultra PCS produces electronic controls, sensing, stores ejection and data processing solutions, enabling mission success for global aerospace customers in the air and on the ground. Ultra PCS will be reported within the Aerospace business segment.
On July 11, 2025, Eaton signed an agreement to acquire Resilient Power Systems Inc., a leading North American developer and manufacturer of innovative energy solutions, including solid-state transformer-based technology. Resilient Power Systems Inc. will be reported within the Electrical Americas business segment.
Additional information related to acquisitions of businesses is presented in Note 2.

28


RESULTS OF OPERATIONS
Non-GAAP Financial Measures
The following discussion of Consolidated Financial Results includes certain non-GAAP financial measures. These financial measures include adjusted earnings and adjusted earnings per ordinary share, each of which differs from the most directly comparable measure calculated in accordance with generally accepted accounting principles (GAAP). A reconciliation of adjusted earnings and adjusted earnings per ordinary share to the most directly comparable GAAP measure is included in the Consolidated Financial Results table below. Management believes that these financial measures are useful to investors because they provide additional meaningful financial information that should be considered when assessing our business performance and trends, and they allow investors to more easily compare Eaton’s financial performance period to period. Management uses this information in monitoring and evaluating the on-going performance of Eaton.
Acquisition and Divestiture Charges
Eaton incurs integration charges and transaction costs to acquire and integrate businesses, and transaction, separation and other costs to divest and exit businesses. Eaton also recognizes gains and losses on the sale of businesses. A summary of these Corporate items is as follows:
Three months ended
June 30		Six months ended
June 30
(In millions except for per share data)2025202420252024
Acquisition integration, divestiture charges and transaction costs$70 $10 $80 $27 
Income tax benefit16 3 19 7 
Total after income taxes$54 $8 $61 $20 
Per ordinary share - diluted$0.14 $0.02 $0.16 $0.05 
Acquisition integration, divestiture charges and transaction costs in 2025 are primarily related to the acquisitions of Fibrebond and Exertherm, transactions completed prior to 2023, and other charges to acquire and exit businesses. Costs in 2025 include $47 million of employee transaction and retention award compensation expense related to the acquisition of Fibrebond. Acquisition integration, divestiture charges and transaction costs in 2024 are primarily related to acquisitions completed prior to 2023, and include other charges and income to acquire and exit businesses. These charges were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other income - net. In Business Segment Information in Note 16, the charges were included in Other expense - net.
Restructuring Programs
During the first quarter of 2024, Eaton implemented a multi-year restructuring program to accelerate opportunities to optimize its operations and global support structure. These actions will better align the Company's functions to support anticipated growth and drive greater effectiveness throughout the Company. Since the inception of the program, the Company has incurred charges of $244 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $164 million and plant closing and other costs of $67 million, resulting in total estimated charges of $475 million for the entire program. The Company expects mature year benefits of $375 million when the multi-year program is fully implemented.
Additional information related to these restructuring programs is presented in Note 15.
Intangible Asset Amortization Expense
Intangible asset amortization expense is as follows:
Three months ended
June 30		Six months ended
June 30
(In millions except for per share data)2025202420252024
Intangible asset amortization expense$129 $106 $235 $212 
Income tax benefit28 23 50 45 
Total after income taxes$101 $83 $185 $167 
Per ordinary share - diluted$0.25 $0.20 $0.47 $0.42 
29


Consolidated Financial Results
Three months ended
June 30		Increase (decrease)Six months ended
June 30		Increase (decrease)
(In millions except for per share data)2025202420252024
Net sales$7,028 $6,350 11 %$13,404 $12,293 9 %
Gross profit2,597 2,410 8 %5,043 4,628 9 %
Percent of net sales37.0 %38.0 % 37.6 %37.6 %
Income before income taxes1,186 1,195 (1)%2,363 2,195 8 %
Net income982 994 (1)%1,947 1,816 7 %
Less net income for noncontrolling interests(1)(1) (2)(2)
Net income attributable to Eaton ordinary shareholders982 993 (1)%1,945 1,814 7 %
Excluding acquisition and divestiture charges, after-tax54 8  61 20 
Excluding restructuring program charges, after-tax18 12 33 61 
Excluding intangible asset amortization expense, after-tax101 83 185 167 
Adjusted earnings$1,155 $1,096 5 %$2,225 $2,062 8 %
Net income per share attributable to Eaton ordinary shareholders - diluted$2.51 $2.48 1 %$4.96 $4.52 10 %
Excluding per share impact of acquisition and divestiture charges, after-tax0.14 0.02  0.16 0.05 
Excluding per share impact of restructuring program charges, after-tax0.05 0.03 0.08 0.15 
Excluding per share impact of intangible asset amortization expense, after-tax0.25 0.20 0.47 0.42 
Adjusted earnings per ordinary share$2.95 $2.73 8 %$5.67 $5.14 10 %
Net Sales
Changes in Net sales:Three months ended June 30, 2025Six months ended June 30, 2025
Organic growth8 %8 %
Acquisitions of businesses
2 %1 %
Foreign currency1 %— %
Total increase in Net sales11 %9 %
The increase in organic sales in the second quarter of 2025 was due to strength in data center end-markets in the Electrical Americas and Electrical Global business segments, strength in commercial & institutional end-markets in the Electrical Americas business segment, strength in machine OEM and residential end-markets in the Electrical Global business segment, and strength in commercial aftermarket and military aftermarket in the Aerospace business segment, partially offset by weakness in industrial end-markets in the Electrical Americas and Electrical Global business segments, weakness in the North American truck market in the Vehicle business segment, and weakness in the North American region in the eMobility business segment.
The increase in organic sales in the first six months of 2025 was due to strength in data center end-markets in the Electrical Americas and Electrical Global business segments, strength in utility end-markets in the Electrical Americas business segment, strength in machine OEM end-markets in the Electrical Global business segment, and strength in commercial aftermarket and military aftermarket in the Aerospace business segment, partially offset by weakness in industrial end-markets in the Electrical Americas and Electrical Global business segments, weakness in the North American truck market in the Vehicle business segment, and weakness in the North American region in the eMobility business segment.


30


Gross Profit
Gross profit margin decreased from 38.0% in the second quarter of 2024 to 37.0% in the second quarter of 2025. Material factors affecting this decrease were a 240 basis point decline from commodity and wage inflation, a 70 basis point decline from unfavorable product mix, a 50 basis point decline from higher acquisition and divestiture charges, and a 30 basis point decline from higher intangible asset amortization expense, partially offset by a 250 basis point increase from higher sales and a 100 basis point increase from operating efficiencies.
Gross profit margin was flat at 37.6% in both the first six months of 2024 and 2025. Material factors affecting the gross profit margin were a 220 basis point increase from higher sales and a 110 basis point increase from operating efficiencies, partially offset by a 210 basis point decline from higher wage and commodity inflation, a 70 basis point decline from unfavorable product mix, and a 20 basis point decline from higher acquisition and divestiture charges.
Income Taxes
The effective income tax rate for the second quarter of 2025 was expense of 17.2% compared to expense of 16.8% for the second quarter of 2024. The effective income tax rate for the first six months of 2025 was expense of 17.6% compared to expense of 17.3% for the first six months of 2024. The increase in the effective tax rate in the second quarter and first six months of 2025 was primarily due to greater levels of income in higher tax jurisdictions.
Net Income
Changes in Net income attributable to Eaton ordinary shareholders and Net income per share attributable to Eaton ordinary shareholders - diluted are summarized as follows:
Three months endedSix months ended
(In millions except for per share data)DollarsPer shareDollarsPer share
June 30, 2024
$993 $2.48 $1,814 $4.52 
  Business segment results of operations
    Operational performance135 0.35 255 0.65 
    Foreign currency14 0.03 17 0.04 
  Corporate
    Intangible asset amortization expense(18)(0.05)(18)(0.05)
    Restructuring program charges(6)(0.02)28 0.07 
    Acquisition and divestiture charges(46)(0.12)(41)(0.11)
    Other corporate items(81)(0.20)(102)(0.25)
  Tax rate impact(10)(0.02)(8)(0.02)
  Impact of shares— 0.06 — 0.11 
June 30, 2025
$982 $2.51 $1,945 $4.96 

31


Business Segment Results of Operations
The following is a discussion of Net sales, operating profit (loss) and operating margin by business segment. Additionally, the Company uses the following metrics as indicators of customer demand and future revenue expectations in the Electrical Americas, Electrical Global, and Aerospace business segments. The Company believes these metrics are useful to investors for the same reasons.
•Backlog: Includes orders to which customers are firmly committed
•Organic change in backlog: Percentage change in backlog, excluding (1) the impact of foreign currency, (2) divestitures, and (3) firm orders in place prior to closing of business acquisitions
•Organic change in customer orders: Percentage change in firm customer orders on a trailing twelve month basis, excluding (1) the impact of foreign currency, (2) divestitures, and (3) firm orders in place prior to closing of business acquisitions
•Book-to-bill: Average of the ratio of firm customer orders to Net sales for the last four quarters
Electrical Americas
Three months ended
June 30		Increase (decrease)Six months ended
June 30		Increase (decrease)
($ in millions)2025202420252024
Net sales$3,350 $2,877 16 %$6,360 $5,567 14 %
Operating profit$987 $859 15 %$1,891 $1,644 15 %
Operating margin29.5 %29.9 % 29.7 %29.5 %
Changes in Net sales:
Organic growth12 %12 %
Acquisitions of businesses
5 %3 %
Foreign currency(1)%(1)%
Total increase in Net sales16 %14 %
Change from June 30
Performance metrics:June 30, 2025June 30, 20242025 vs. 20242024 vs. 2023
Backlog$11,377 $9,698 17 %28 %
Organic change in backlog6 %29 %
Organic change in customer orders2 %11 %
Book-to-bill1.11.2
The increase in organic sales in the second quarter of 2025 was due to strength in data center and commercial & institutional end-markets, partially offset by weakness in industrial end-markets. The increase in organic sales in the first six months of 2025 was due to strength in data center and utility end-markets, partially offset by weakness in industrial end-markets.
The operating margin decreased from 29.9% in the second quarter of 2024 to 29.5% in the second quarter of 2025. Material factors affecting this decrease were a 380 basis point decline from higher commodity and wage inflation and a 120 basis point decline from higher costs to support growth initiatives, partially offset by a 340 basis point increase from higher sales and a 100 basis point increase from operating efficiencies. The operating margin increased from 29.5% in the first six months of 2024 to 29.7% in the first six months of 2025. Material factors affecting this increase were a 350 basis point increase from higher sales and a 100 basis point increase from operating efficiencies, partially offset by a 290 basis point decline from higher commodity and wage inflation and a 90 basis point decline from higher costs to support growth initiatives.
Strong demand signals continue to underpin our data center market outlook. One hyperscaler customer has paused or slowed some early-stage data center projects, while also making significant investments.

32


Electrical Global
Three months ended
June 30		Increase (decrease)Six months ended
June 30		Increase (decrease)
($ in millions)2025202420252024
Net sales$1,753 $1,606 9 %$3,362 $3,105 8 %
Operating profit$353 $305 16 %$653 $578 13 %
Operating margin20.1 %19.0 % 19.4 %18.6 %
Changes in Net sales:
Organic growth7 %8 %
Foreign currency2 %— %
Total increase in Net sales9 %8 %
Change from June 30
Performance metrics:June 30, 2025June 30, 20242025 vs. 20242024 vs. 2023
Backlog$1,771 $1,751 1 %15 %
Organic change in backlog(3)%16 %
Organic change in customer orders(1)%7 %
Book-to-bill1.01.1
The increase in organic sales in the second quarter of 2025 was due to strength in data center, machine OEM, and residential end-markets, partially offset by weakness in industrial end markets. The increase in organic sales in the first six months of 2025 was due to strength in data center and machine OEM end-markets, partially offset by weakness in industrial end markets. Additionally, the increase in organic sales in the second quarter and first six months of 2025 was due to strength in the European and Asia Pacific regions.
The operating margin increased from 19.0% in the second quarter of 2024 to 20.1% in the second quarter of 2025. Material factors affecting this increase were a 230 basis point increase from higher sales and a 210 basis point increase from operating efficiencies, partially offset by a 170 basis point decline from unfavorable product mix and a 160 basis point decline from higher commodity and wage inflation. The operating margin increased from 18.6% in the first six months of 2024 to 19.4% in the first six months of 2025. Material factors affecting this increase were a 210 basis point increase from higher sales and a 190 basis point increase from operating efficiencies, partially offset by a 190 basis point decline from higher commodity and wage inflation and a 130 basis point decline from unfavorable product mix.
Strong demand signals continue to underpin our data center market outlook. One hyperscaler customer has paused or slowed some early-stage data center projects, while also making significant investments.


33


Aerospace
Three months ended
June 30		Increase (decrease)Six months ended
June 30		Increase (decrease)
($ in millions)2025202420252024
Net sales$1,080 $955 13 %$2,059 $1,826 13 %
Operating profit$240 $206 17 %$466 $407 14 %
Operating margin22.2 %21.5 % 22.6 %22.3 %
Changes in Net sales:
Organic growth11 %12 %
Foreign currency2 %1 %
Total increase in Net sales13 %13 %
Change from June 30
Performance metrics:June 30, 2025June 30, 20242025 vs. 20242024 vs. 2023
Backlog$4,025 $3,463 16 %14 %
Organic change in backlog14 %14 %
Organic change in customer orders10 %4 %
Book-to-bill1.11.1
The increase in organic sales in the second quarter and first six months of 2025 was due to broad-based strength across all markets, with particular strength in commercial aftermarket and military aftermarket.
The operating margin increased from 21.5% in second quarter of 2024 to 22.2% in second quarter of 2025. Material factors affecting this increase were a 500 basis point increase from higher sales, partially offset by a 240 basis point decline from higher commodity and wage inflation, a 110 basis point decline from unfavorable product mix, and a 60 basis point decline from higher costs to support growth initiatives. The operating margin increased from 22.3% in the first six months of 2024 to 22.6% in the first six months of 2025. Material factors affecting this increase were a 480 basis point increase from higher sales, partially offset by a 220 basis point decline from higher commodity and wage inflation, a 120 basis point decline due to the sale of a production facility in the first quarter of 2024, and a 80 basis point decline from higher costs to support growth initiatives.
34


Vehicle
Three months ended
June 30		Increase (decrease)Six months ended
June 30		Increase (decrease)
(In millions)2025202420252024
Net sales$663 $723 (8)%$1,280 $1,447 (12)%
Operating profit$113 $130 (13)%$209 $246 (15)%
Operating margin17.0 %18.0 % 16.3 %17.0 %
Changes in Net sales:
Organic growth(8)%(10)%
Foreign currency— %(2)%
Total decrease in Net sales(8)%(12)%
The decrease in organic sales in the second quarter and first six months of 2025 was due to weakness in the North American truck market.
The operating margin decreased from 18.0% in the second quarter of 2024 to 17.0% in the second quarter of 2025. Material factors affecting this decrease were a 260 basis point decline due to the sale of a non-production facility in the second quarter of 2024 and a 120 basis point decline from higher commodity and wage inflation, partially offset by a 240 basis point increase from operating efficiencies. The operating margin decreased from 17.0% in the first six months of 2024 to 16.3% in the first six months of 2025. Material factors affecting this decrease were a 170 basis point decline from higher commodity and wage inflation, a 130 basis point decline due to the sale of a non-production facility in the second quarter of 2024 and a 60 basis point decline from lower sales, partially offset by a 280 basis point increase from operating efficiencies.
eMobility
Three months ended
June 30		Increase (decrease)Six months ended
June 30		Increase (decrease)
(In millions)2025202420252024
Net sales$182 $189 (4)%$343 $348 (1)%
Operating profit (loss)$(10)$2 (600)%$(15)$(2)(650)%
Operating margin(5.8)%1.3 % (4.3)%(0.6)%
Changes in Net sales:
Organic growth(7)%(2)%
Foreign currency3 %1 %
Total increase in Net sales(4)%(1)%
The decrease in organic sales in the in the second quarter and first six months of 2025 was due to weakness in the North American region, partially offset by strength in the European region.
The operating margin decreased from 1.3% in the second quarter of 2024 to negative 5.8% in the second quarter of 2025. Material factors affecting this decrease were a 500 basis point decline from the sale of non-production facilities in the second quarter of 2024, a 440 basis point decline from higher commodity inflation, and a 320 basis point decline from operating inefficiencies, partially offset by a 520 basis point increase from favorable product mix. The operating margin decreased from negative 0.6% in the first six months of 2024 to negative 4.3% in the first six months of 2025. Material factors affecting this decrease were a 440 basis point decline from higher commodity inflation and a 420 basis point decline from the sale of non-production facilities in the second quarter of 2024, partially offset by a 370 basis point increase from favorable product mix.

35


Corporate Expense
Three months ended
June 30		Increase (decrease)Six months ended
June 30		Increase (decrease)
(In millions)2025202420252024
Intangible asset amortization expense$129 $106 22 %$235 $212 11 %
Interest expense - net71 29 145 %103 59 75 %
Pension and other postretirement benefits income(5)(9)(44)%(10)(20)(50)%
Restructuring program charges24 15 60 %42 78 (46)%
Other expense - net277 166 67 %471 349 35 %
Total corporate expense$496 $307 62 %$841 $678 24 %
Total corporate expense increased from $307 million in the second quarter of 2024 to $496 million in the second quarter of 2025. Material factors affecting this increase were higher Other expense - net, Interest expense - net, and Intangible asset amortization expense. The increase in Other expense - net is primarily due to higher acquisition and divestiture costs. Total corporate expense increased from $678 million in the first six months of 2024 to $841 million in the first six months of 2025. Material factors affecting this increase were higher Other expense - net and Interest expense - net. The increase in Other expense - net is primarily due to higher acquisition and divestiture costs.
36


LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION
Liquidity and Financial Condition
Eaton’s objective is to finance its business through operating cash flow and an appropriate mix of equity and long-term and short-term debt. By diversifying its debt maturity structure, Eaton reduces liquidity risk.
On May 9, 2025, a subsidiary of Eaton issued Euro denominated notes (2025 Euro Notes) with a face amount of €500 million ($564 million). The 2025 Euro Notes mature in 2035 with interest payable annually at a rate of 3.625% per annum. The issuer received proceeds totaling €494 million ($558 million) from the 2025 Euro Notes issuance, net of financing costs and discounts. The 2025 Euro Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2025 Euro Notes contain customary optional redemption and par call provisions. The 2025 Euro Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2025 Euro Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the term of the 2025 Euro Notes. The 2025 Euro Notes are subject to customary non-financial covenants.
Also on May 9, 2025, the same subsidiary of Eaton issued senior notes (2025 Notes) with a face amount of $500 million. The 2025 Notes mature in 2030 with interest payable semi-annually at a rate of 4.45% per annum. The issuer received proceeds totaling $495 million from the 2025 Notes issuance, net of financing costs and discounts. The 2025 Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2025 Notes contain customary optional redemption and par call provisions. The 2025 Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2025 Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the term of the 2025 Notes. The 2025 Notes are subject to customary non-financial covenants.
The Company maintains revolving credit facilities consisting of a $500 million 364-day revolving credit facility that will expire on September 29, 2025 and a $2,500 million five-year revolving credit facility that will expire on October 1, 2027. The revolving credit facilities totaling $3,000 million are used to support commercial paper borrowings and are fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. There were no borrowings outstanding under Eaton’s revolving credit facilities at June 30, 2025. The Company maintains access to the commercial paper markets through its $3,000 million commercial paper program, of which $1,110 million was outstanding on June 30, 2025, used primarily to manage fluctuations in working capital.
Over the course of a year, cash, short-term investments, and short-term debt may fluctuate in order to manage global liquidity. As of June 30, 2025 and December 31, 2024, Eaton had cash of $398 million and $555 million, short-term investments of $186 million and $1,525 million, respectively, with $1,111 million short-term debt as of June 30, 2025 and no short-term debt as of December 31, 2024. Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, availability under existing revolving credit facilities, and access to capital markets in excess of the liquidity necessary to meet future operating needs of the business, fund capital expenditures and acquisitions of businesses, as well as scheduled payments of long-term debt.
On April 1, 2025, the Company paid $1.45 billion, net of cash acquired, to acquire Fibrebond Corporation.
Eaton was in compliance with each of its debt covenants for all periods presented.

37


Cash Flows
A summary of cash flows is as follows:
Six months ended
June 30		Change
from 2024
(In millions)20252024
Net cash provided by operating activities$1,156 $1,421 $(265)
Net cash used in investing activities(490)(511)21 
Net cash used in financing activities(697)(839)142 
Effect of currency on cash(126)(20)(106)
Total increase (decrease) in cash$(157)$52 
Operating Cash Flow
Net cash provided by operating activities decreased by $265 million in the first six months of 2025 compared to 2024. Material factors affecting this decrease were higher working capital balances of $613 million, partially offset by higher net income of $131 million.
Investing Cash Flow
Net cash used in investing activities decreased by $21 million in the first six months of 2025 compared to 2024. Material factors affecting this decrease were sales of short-term investments of $1,343 million in 2025 compared to purchases of short-term investments of $126 million in 2024, partially offset by cash paid for business acquisitions of $1,450 million in 2025 compared to $51 million in 2024.
Financing Cash Flow
Net cash used in financing activities decreased by $142 million in the first six months of 2025 compared to 2024. Material factors affecting this decrease were net proceeds of short-term debt of $1,111 million in 2025 compared to net payments of short-term debt of $4 million in 2024, partially offset by an increase in repurchase of shares to $1,307 million in 2025 from $738 million in 2024 and an increase in payments on borrowings to $713 million in 2025 from $399 million in 2024.

38


Uses of Cash
Capital Expenditures
Capital expenditures were $349 million and $370 million in the first six months of 2025 and 2024, respectively. The Company plans to increase capital expenditures over the next several years to expand production capacity across various markets to support anticipated growth. As a result, Eaton expects approximately $900 million in capital expenditures in 2025.
Dividends
Cash dividend payments were $818 million and $756 million in the first six months of 2025 and 2024, respectively. Payment of quarterly dividends in the future depends upon the Company’s ability to generate net income and operating cash flows, among other factors, and is subject to declaration by the Eaton Board of Directors. The Company intends to continue to pay quarterly dividends in 2025.
Share Repurchases
On February 23, 2022, the Board of Directors adopted a share repurchase program for repurchases of ordinary shares up to $5.0 billion to be made during the three-year period commencing on that date (2022 Program). On February 27, 2025, the Board of Directors renewed the 2022 Program by providing authority for up to $9.0 billion in repurchases to be made during the three-year period commencing on that date (2025 Program). Under the 2025 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During the three and six months ended June 30, 2025, 2.3 million and 4.2 million ordinary shares, respectively, were repurchased under the 2025 or 2022 Programs in the open market at a total cost of $698 million and $1,306 million, respectively. During the three and six months ended June 30, 2024, 1.9 million and 2.3 million ordinary shares, respectively, were repurchased under the 2022 program in the open market at a total cost of $600 million and $738 million, respectively.
Acquisition of Businesses and Investments in Associate Companies
The Company paid cash of $1,450 million and $51 million to acquire businesses in the first six months of 2025 and 2024, respectively. The Company paid cash of $16 million and $68 million for investments in associate companies in the first six months of 2025 and 2024, respectively. The Company will continue to focus on deploying its capital toward businesses that provide opportunities for higher growth and strong returns, and align with secular trends and its power management strategies.
Debt
The Company manages a number of short-term and long-term debt instruments, including commercial paper. At June 30, 2025, the Company had Short-term debt of $1,111 million, Current portion of long-term debt of $1,134 million, and Long-term debt of $8,751 million. The Company believes it has the operating flexibility, cash flow, and access to capital markets to meet scheduled payments of long-term debt.
Supply Chain Finance Program
A third-party financial institution offers a voluntary supply chain finance (SCF) program that enables certain of the Company’s suppliers, at the supplier’s sole discretion, to sell receivables due from the Company to the financial institution on terms directly negotiated with the financial institution. The SCF program does not have a significant impact on the Company’s liquidity as payments by the Company to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. For additional information on the SCF program, see Note 7.

39


Guaranteed Debt
Issuers, Guarantors and Guarantor Structure    
Eaton Corporation has issued senior notes pursuant to indentures dated April 1, 1994 (the 1994 Indenture), November 20, 2012 (the 2012 Indenture), September 15, 2017 (the 2017 Indenture), and August 23, 2022 (as supplemented by the First and Second Supplemental Indentures of the same date and the Third Supplemental Indenture dated May 18, 2023, the 2022 Indenture). Eaton Capital Unlimited Company, a subsidiary of Eaton, is the issuer of four outstanding series of debt securities sold in offshore transactions under Regulation S promulgated under the Securities Act (the Eurobonds) and Registered Senior Notes (as defined below) issued under an indenture dated May 9, 2025 (as supplemented by the First and Second Supplemental Indentures of the same date, the 2025 Indenture). The senior notes issued under the 1994, 2012, 2017, 2022, and 2025 Indentures are registered under the Securities Act of 1933, as amended (the Registered Senior Notes). The Eurobonds and the Registered Senior Notes (together, the Senior Notes) comprise substantially all of Eaton’s long-term indebtedness.
Substantially all of the Senior Notes (with limited exceptions), together with the credit facilities described above under Liquidity and Financial Condition (the Credit Facilities), are guaranteed by Eaton and 17 of its subsidiaries. Accordingly, they rank equally with each other. However, because these obligations are not secured, they would be effectively subordinated to any existing or future secured indebtedness of Eaton and its subsidiaries. As of June 30, 2025, Eaton has no material, long-term secured debt. The guaranteed Registered Senior Notes are also structurally subordinated to the liabilities of Eaton's subsidiaries that are not guarantors. Except as described below under Future Guarantors, Eaton is not obligated to cause its subsidiaries to guarantee the Registered Senior Notes.
The table set forth in Exhibit 22 filed with this Form 10-Q details the primary obligors and guarantors with respect to the guaranteed Registered Senior Notes.
Terms of Guarantees of Registered Securities
Payment of principal and interest on the Registered Senior Notes is guaranteed, on an unsecured, unsubordinated basis by the subsidiaries of Eaton set forth in the table referenced in the 10-K Exhibit 22. Each guarantee is full and unconditional, and joint and several. Each guarantor’s guarantee is an unsecured obligation that ranks equally with all its other unsecured and unsubordinated indebtedness. The obligations of each guarantor under its guarantee of the Registered Senior Notes are subject to a customary savings clause or similar provision designed to prevent such guarantee from constituting a fraudulent conveyance or otherwise legally impermissible or voidable obligation.
Though the terms of the indentures vary slightly, generally, each guarantee of the Registered Senior Notes by a guarantor that is a subsidiary of Eaton Corporation provides that it will be automatically and unconditionally released and discharged under certain circumstances, including, but not limited to:
(a)the consummation of certain types of transactions permitted under the applicable indenture, including one that results in such guarantor ceasing to be a subsidiary; and
(b)for Registered Senior Notes issued under the 2022 and 2025 Indentures, when such guarantor is a guarantor or issuer of indebtedness in an aggregate outstanding principal amount of less than 25% of our total outstanding indebtedness.
Further, each guarantee by a direct or indirect parent of Eaton Corporation (other than Eaton) provides that it will also be released if:
(c)such guarantee (so long as the guarantor is not obligated under any other U.S. debt obligations), becomes prohibited by any applicable law, rule or regulation or by any contractual obligation; or
(d)such guarantee results in material adverse tax consequences to Eaton or any of its subsidiaries (so long as the applicable guarantor is not obligated under any other U.S. debt obligation).
The guarantee of Eaton does not contain any release provisions.
Future Guarantors
The 2012 and 2017 Indentures generally provide that, with certain limited exceptions, any subsidiary of Eaton must become a guarantor if it becomes obligated as borrower or guarantor under any series of debt securities or a syndicated credit facility. Further, the 2012 and 2017 Indentures provide that any entity that becomes a direct or indirect parent entity of Eaton Corporation and holds any material assets, with certain limited exceptions, or owes any material liabilities must become a guarantor. The 2022 and 2025 Indentures provide only that, with certain limited exceptions, any subsidiary of Eaton must become a guarantor if it becomes obligated as borrower or guarantor under indebtedness with an aggregate outstanding principal amount in excess of 25% of the Parent and its Subsidiaries’ then-outstanding indebtedness.
The 1994 Indenture does not contain provisions with respect to future guarantors.
40


Summarized Financial Information of Guarantors and Issuers
(In millions)June 30, 2025December 31, 2024
Current assets$3,942 $5,027 
Noncurrent assets13,222 13,225 
Current liabilities5,198 3,738 
Noncurrent liabilities10,714 10,564 
Amounts due to subsidiaries that are non-issuers and non-guarantors - net9,358 10,334 
(In millions)Six months ended
June 30, 2025
Net sales$7,949 
Sales to subsidiaries that are non-issuers and non-guarantors489 
Cost of products sold5,629 
Expense from subsidiaries that are non-issuers and non-guarantors - net370 
Net income594 
The financial information presented is that of the issuers and the guarantors, which includes Eaton Corporation plc, on a combined basis and the financial information of non-issuer and non-guarantor subsidiaries has been excluded. Intercompany balances and transactions between the issuers and guarantors have been eliminated, and amounts due from, amounts due to, and transactions with non-issuer and non-guarantor subsidiaries have been presented separately.

FORWARD-LOOKING STATEMENTS
This Form 10-Q Report contains forward-looking statements concerning litigation, expected capital expenditures, future dividend payments, anticipated share repurchases, liquidity, the anticipated closing of acquisitions, anticipated capital deployment, data center market demand, and expected restructuring program charges and benefits. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Eaton, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside Eaton’s control. The following factors could cause actual results to differ materially from those in the forward-looking statements: global pandemics; unanticipated changes in the markets for the Company’s business segments; unanticipated downturns in business relationships with customers or their purchases from us; the availability of credit to customers and suppliers; supply chain disruptions, competitive pressures on sales and pricing; unanticipated changes in the cost of material, labor and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of disruptive or competing technologies; unexpected technical or marketing difficulties; unexpected or adverse determinations with respect to claims, charges, audits, investigations, court or administrative proceedings, litigation, arbitrations, judgements, or dispute resolutions; strikes or other labor unrest at Eaton or at our customers or suppliers; the impact of acquisitions and divestitures unanticipated difficulties integrating acquisitions; the effect, interpretation, or application of new or existing laws, regulations, legal proceedings or accounting pronouncements, tariffs and governmental regulations; interest rate changes; tax rate changes or exposure to additional income tax liability; stock market and currency fluctuations; war, geopolitical tensions, natural disasters, civil or political unrest or terrorism; and unanticipated deterioration of economic and financial conditions in the United States and around the world. Eaton does not assume any obligation to update these forward-looking statements.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in exposures to market risk since December 31, 2024.

41


ITEM 4.CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures - Pursuant to SEC Rule 13a-15, an evaluation was performed under the supervision and with the participation of Eaton’s management, including Paulo Ruiz - Principal Executive Officer; and 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, management concluded that Eaton’s disclosure controls and procedures were effective as of June 30, 2025.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in Eaton’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Eaton’s reports filed under the Exchange Act is accumulated and communicated to management, including Eaton’s Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
During the second quarter of 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. Management is currently evaluating the impact of businesses acquired in the past twelve months on Eaton's internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.
Information regarding the Company's current legal proceedings is presented in Note 10 of the Notes to the condensed consolidated financial statements.

ITEM 1A.RISK FACTORS.
“Item 1A. Risk Factors” in Eaton's 2024 Form 10-K includes a discussion of the Company's risk factors. There have been no material changes from the risk factors described in the 2024 Form 10-K.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(c) Issuer's Purchases of Equity Securities
During the second quarter of 2025, 2.3 million ordinary shares were repurchased in the open market at a total cost of $698 million. These shares were repurchased under the programs approved by the Board of Directors on February 27, 2025 (the 2025 Program) and February 23, 2022 (the 2022 Program). A summary of the shares repurchased in the second quarter of 2025 is as follows:
MonthTotal number
of shares
purchased		Average
price paid
per share		Total number of
shares purchased as
part of publicly
announced
plans or programs		Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
April529,612 $271.38 529,612 $8,699 
May1,356,649 $307.41 1,356,649 $8,282 
June411,777 $333.51 411,777 $8,145 
Total2,298,038 $303.79 2,298,038 

ITEM 5.    OTHER INFORMATION.
During the three months ended June 30, 2025, no director or officer of the Company adopted, amended or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
42
Table of Contents


ITEM 6.EXHIBITS.
Eaton Corporation plc
Second Quarter 2025 Report on Form 10-Q
3 (i)
3 (ii)
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14Pursuant to Regulation S-K Item 601(b)(4), Eaton agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its long-term debt other than those set forth in Exhibits (4.2 - 4.13) hereto
10.1
10.2
43
Table of Contents


22
31.1
31.2
32.1
32.2
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *
101.SCHXBRL Taxonomy Extension Schema Document *
101.CALXBRL Taxonomy Extension Calculation Linkbase Document *
101.DEFXBRL Taxonomy Extension Label Definition Document *
101.LABXBRL Taxonomy Extension Label Linkbase Document *
101.PREXBRL Taxonomy Extension Presentation Linkbase Document *
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
_______________________________
*Submitted electronically herewith.
44


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  EATON CORPORATION plc
  Registrant
Date:August 5, 2025By:/s/ Olivier Leonetti
Olivier Leonetti
  Principal Financial Officer
  (On behalf of the registrant and as Principal Financial Officer)

45

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