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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 September 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 388.4 million ordinary shares outstanding as of September 30, 2025.

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PART I — FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS.

EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF INCOME
Three months ended
September 30		Nine months ended
September 30
(In millions except for per share data)2025202420252024
Net sales$6,988 $6,345 $20,393 $18,638 
Cost of products sold4,313 3,899 12,674 11,564 
Selling and administrative expense1,105 1,028 3,302 3,074 
Research and development expense203 207 594 593 
Interest expense - net67 29 171 88 
Other expense (income) - net25 (22)15 (80)
Income before income taxes1,275 1,204 3,637 3,399 
Income tax expense264 193 680 573 
Net income1,010 1,011 2,958 2,827 
Less net income for noncontrolling interests(1)(1)(3)(4)
Net income attributable to Eaton ordinary shareholders$1,010 $1,009 $2,955 $2,823 
Net income per share attributable to Eaton ordinary shareholders  
Diluted$2.59 $2.53 $7.54 $7.05 
Basic2.60 2.54 7.57 7.08 
Weighted-average number of ordinary shares outstanding  
Diluted390.1 398.9 391.7 400.6 
Basic388.8 397.1 390.4 398.7 
Cash dividends declared per ordinary share$1.04 $0.94 $3.12 $2.82 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three months ended
September 30		Nine months ended
September 30
(In millions)2025202420252024
Net income$1,010 $1,011 $2,958 $2,827 
Less net income for noncontrolling interests(1)(1)(3)(4)
Net income attributable to Eaton ordinary shareholders1,010 1,009 2,955 2,823 
Other comprehensive income (loss), net of tax
Currency translation and related hedging instruments(64)144 199 (34)
Pensions and other postretirement benefits22 (15)(2)15 
Cash flow hedges(5)(7)3 (21)
Other comprehensive income (loss) attributable to Eaton
   ordinary shareholders		(47)122 200 (40)
Total comprehensive income attributable to Eaton
   ordinary shareholders		$963 $1,131 $3,155 $2,783 
The accompanying notes are an integral part of these condensed consolidated financial statements.


3
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EATON CORPORATION plc
CONSOLIDATED BALANCE SHEETS
(In millions)September 30, 2025December 31, 2024
Assets  
Current assets  
Cash$328 $555 
Short-term investments237 1,525 
Accounts receivable - net5,556 4,619 
Inventory4,613 4,227 
Prepaid expenses and other current assets1,397 874 
Total current assets12,131 11,801 
Property, plant and equipment
Land and buildings2,329 2,239 
Machinery and equipment7,394 6,823 
Gross property, plant and equipment9,723 9,062 
Accumulated depreciation(5,655)(5,333)
Net property, plant and equipment4,068 3,729 
Other noncurrent assets
Goodwill15,806 14,713 
Other intangible assets5,136 4,658 
Operating lease assets694 806 
Deferred income taxes568 609 
Other assets2,247 2,066 
Total assets$40,650 $38,381 
Liabilities and shareholders’ equity  
Current liabilities  
Short-term debt$761 $— 
Current portion of long-term debt1,136 674 
Accounts payable3,826 3,678 
Accrued compensation680 670 
Other current liabilities3,071 2,835 
Total current liabilities9,474 7,857 
Noncurrent liabilities  
Long-term debt8,756 8,478 
Pension liabilities744 741 
Other postretirement benefits liabilities159 164 
Operating lease liabilities568 669 
Deferred income taxes289 275 
Other noncurrent liabilities1,775 1,667 
Total noncurrent liabilities12,291 11,994 
Shareholders’ equity  
Ordinary shares (388.4 million outstanding in 2025 and 392.9 million in 2024)
4 4 
Capital in excess of par value12,813 12,731 
Retained earnings10,168 10,096 
Accumulated other comprehensive loss(4,142)(4,342)
Shares held in trust— (1)
Total Eaton shareholders’ equity18,843 18,488 
Noncontrolling interests42 43 
Total equity18,885 18,531 
Total liabilities and equity$40,650 $38,381 
The accompanying notes are an integral part of these condensed consolidated financial statements.

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EATON CORPORATION plc
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended
September 30
(In millions)20252024
Operating activities  
Net income$2,958 $2,827 
Adjustments to reconcile to net cash provided by operating activities
Depreciation and amortization751 687 
Deferred income taxes74 (88)
Pension and other postretirement benefits expense31 18 
Contributions to pension plans(81)(89)
Contributions to other postretirement benefits plans(13)(13)
Changes in working capital(1,313)(657)
Other - net100 45 
Net cash provided by operating activities2,507 2,730 
Investing activities  
Capital expenditures for property, plant and equipment(527)(553)
Cash paid for acquisition of businesses, net of cash acquired(1,504)(50)
Proceeds from sales of property, plant and equipment53 84 
Investments in associate companies(16)(68)
Return of investment from associate companies— 33 
Sales of short-term investments - net1,287 595 
Payments for settlement of currency exchange contracts
not designated as hedges - net
(13)(14)
Other - net(63)(27)
Net cash used in investing activities(783)— 
Financing activities  
Proceeds from borrowings1,058 1,084 
Payments on borrowings(714)(1,011)
Short-term debt, net761 (6)
Cash dividends paid(1,222)(1,130)
Exercise of employee stock options37 54 
Repurchase of shares(1,669)(1,615)
Employee taxes paid from shares withheld (50)(67)
Other - net(13)(1)
Net cash used in financing activities(1,812)(2,692)
Effect of currency on cash(138)(52)
Total decrease in cash(227)(14)
Cash at the beginning of the period555 488 
Cash at the end of the period$328 $473 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
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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.
In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). This accounting standard provides a practical expedient allowing entities to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses. ASU 2025-05 is effective for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2025, with early adoption permitted and should be applied prospectively. The Company is evaluating the impact of ASU 2025-05 and expects the standard will not have a material impact on the consolidated financial statements and related disclosures.
In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). This accounting standard changes when software project costs should be capitalized by removing all references to development stages and requiring costs to be capitalized when (1) the Company authorizes and commits to funding the software project and (2) it is probable the software project will be completed. The standard also requires additional annual and interim disclosures, including the capitalized software balance and accumulated amortization. ASU 2025-06 is effective for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2027, with early adoption permitted and may be applied prospectively, retrospectively, or using a modified prospective transition approach. The Company is evaluating the impact of ASU 2025-06 to the consolidated financial statements and related disclosures.
6



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, as well as measurement period adjustments recorded as of September 30, 2025. 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 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. The current measurement period adjustments did not have a material impact to the Consolidated Statements of Income.
(In millions)Preliminary AllocationMeasurement Period AdjustmentsAdjusted Preliminary Allocation
Accounts receivable $50 $— $50 
Inventory96 — 96 
Prepaid expenses and other current assets72 — 72 
Property, plant and equipment104 8 112 
Other intangible assets709 — 709 
Other assets3 — 3 
Accounts payable(48)— (48)
Other current liabilities(106)25 (81)
Other noncurrent liabilities(2)(23)(25)
Total identifiable net assets$878 $10 $888 
Goodwill572 (10)562 
Total consideration, net of cash received$1,450 $— $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 has performed a preliminary valuation to determine the fair values for intangible assets and will continue to revise during the measurement period. 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 expense (income) - net. During the third quarter of 2025, compensation expense of $9 million, $2 million and $5 million were included in Costs of products sold, Selling and administrative expense, and Other expense (income) - net, respectively. During the first nine months of 2025, compensation expense of $43 million, $14 million and $7 million were included in Costs of products sold, Selling and administrative expense, and Other expense (income) - net, respectively.
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Eaton's 2025 condensed consolidated financial statements include Fibrebond results of operations, including segment operating profit of $106 million on sales of $323 million, from the date of acquisition through September 30, 2025.
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 U.K. with operations in the U.K. and the U.S. 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 fourth quarter of 2025. Ultra PCS will be reported within the Aerospace business segment.
Acquisition of Resilient Power Systems Inc.
On August 6, 2025, Eaton acquired Resilient Power Systems Inc. (Resilient), a leading North American developer and manufacturer of innovative energy solutions, including solid-state transformer-based technology. Resilient was acquired for $86 million, including $55 million of cash paid at closing and an initial estimate of $31 million for the fair value of contingent future consideration based on 2025 through 2028 revenue performance and achievement of technology-based milestones. The fair value of contingent consideration liabilities is estimated by discounting contingent payments expected to be made, and may increase or decrease based on changes in revenue estimates and discount rates, with a maximum possible undiscounted value of $45 million. Resilient is reported within the Electrical Americas business segment.
As part of the acquisition, Eaton assumed employee incentives with a maximum payout of $50 million contingent upon achievement of the same revenue performance and technology-based milestones, as well as continued employment with Eaton. The incentives will be paid over three years, starting in 2026 and concluding in 2028. As of September 30, 2025, the Company expects to pay $38 million of employee incentives based on the estimated probability of the milestones being achieved. Compensation expense will be recognized over the requisite service period. During the third quarter of 2025, compensation expense of $4 million was included in Selling and administrative expense.
Agreement to Acquire Boyd Thermal
On November 2, 2025, Eaton signed an agreement to acquire Boyd Thermal, a U.S. based global leader in thermal components, systems, and ruggedized solutions for data center, aerospace and other end-markets. Boyd Thermal employs more than 5,000 people with manufacturing sites across North America, Asia, and Europe. Under the terms of the agreement, Eaton will pay $9.5 billion for Boyd Thermal. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the second quarter of 2026.

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
September 30		Nine months ended
September 30
(In millions)2025202420252024
Electrical Americas
Products$814 $794 $2,374 $2,272 
Systems2,596 2,169 7,396 6,258 
Total$3,410 $2,963 $9,770 $8,530 
Electrical Global
Products$988 $879 $2,892 $2,604 
Systems736 694 2,195 2,074 
Total$1,724 $1,573 $5,086 $4,678 
Aerospace
Original Equipment Manufacturers$407 $366 $1,199 $1,110 
Aftermarket404 341 1,151 961 
Industrial and Other269 239 788 701 
Total$1,079 $946 $3,138 $2,772 
Vehicle
Commercial$370 $426 $1,106 $1,311 
Passenger and Light Duty268 270 812 831 
Total$639 $696 $1,920 $2,143 
eMobility$136 $167 $479 $514 
Total net sales$6,988 $6,345 $20,393 $18,638 
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 $4,916 million and $4,079 million at September 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 $591 million and $330 million at September 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.
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Changes in the deferred revenue liabilities are as follows:
(In millions)Deferred Revenue
Balance at January 1, 2025
$618 
Customer deposits and billings2,939 
Revenue recognized in the period(2,872)
Deferred revenue from business acquisition73 
Translation11 
Balance at September 30, 2025
$769 
(In millions)Deferred Revenue
Balance at January 1, 2024
$626 
Customer deposits and billings1,999 
Revenue recognized in the period(2,009)
Translation6 
Balance at September 30, 2024
$622 
Deferred revenue liabilities of $738 million and $602 million as of September 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 September 30, 2025 was approximately $18.4 billion. At September 30, 2025, approximately 66% 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 $54 million and $55 million at September 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)September 30, 2025December 31, 2024
Raw materials$1,683 $1,614 
Work-in-process1,179 1,038 
Finished goods1,752 1,576 
Total inventory$4,613 $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, 2025AdditionsTranslationSeptember 30, 2025
Electrical Americas$7,396 $623 $27 $8,046 
Electrical Global3,842 — 315 4,158 
Aerospace2,856 — 120 2,976 
Vehicle285 — 5 291 
eMobility333 — 2 335 
Total$14,713 $623 $470 $15,806 
The 2025 additions to goodwill relate primarily to the anticipated synergies of acquiring Fibrebond and Resilient. The allocation of the purchase price from these acquisitions are 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 period1,257 
Invoices paid during the period(1,154)
Balance at September 30, 2025
$501 
(In millions)SCF Obligations
Balance at January 1, 2024
$369 
Invoices confirmed during the period1,062 
Invoices paid during the period(1,030)
Translation(3)
Balance at September 30, 2024
$398 

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Note 8.    DEBT
On September 29, 2025, a subsidiary of Eaton entered into a new $3,000 million five-year revolving credit agreement that will expire on September 27, 2030 (New Revolving Credit Agreement), which replaced the $500 million 364-day revolving credit agreement dated September 30, 2024 and $2,500 million five-year revolving credit agreement dated October 3, 2022. The New Revolving Credit Agreement is used to support commercial paper borrowings and is 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 the New Revolving Credit Agreement at September 30, 2025. The Company maintains access to the commercial paper markets through its $3,000 million commercial paper program, of which $755 million was outstanding on September 30, 2025.
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.
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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 (income)
Three months ended September 30
(In millions)202520242025202420252024
Service cost$4 $5 $12 $11 $— $— 
Interest cost34 33 22 21 2 2 
Expected return on plan assets(48)(47)(33)(35)— — 
Amortization4 2 4 4 (3)(3)
(6)(7)5 1 (1)(1)
Settlements11 12 2 1 — — 
Total expense (income)$5 $5 $7 $2 $(1)$(1)
United States
pension benefit expense		Non-United States pension benefit expenseOther postretirement
benefits expense (income)
Nine months ended September 30
(In millions)202520242025202420252024
Service cost$12 $14 $34 $34 $— $— 
Interest cost102 100 66 64 7 7 
Expected return on plan assets(143)(142)(97)(101)— — 
Amortization11 7 12 9 (9)(9)
(18)(21)15 6 (2)(2)
Settlements29 31 7 4 — — 
Total expense (income)$11 $10 $22 $10 $(2)$(2)
The components of retirement benefits expense (income) other than service costs are included in Other expense (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.

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Note 11.    INCOME TAXES
The effective income tax rate for the third quarter of 2025 was expense of 20.7% compared to expense of 16.1% for the third quarter of 2024. The effective income tax rate for the first nine months of 2025 was expense of 18.7% compared to expense of 16.8% for the first nine months of 2024. The increase in the effective tax rate in the third quarter and first nine months of 2025 was primarily due to greater levels of income in higher tax jurisdictions and the fact that the effective tax rate for the third quarter and first nine months of 2024 included a reduction in valuation allowances on foreign tax attributes.
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 $25 million plus $122 million of interest and penalties (translated at the September 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 $122 million to $82 million (translated at the September 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 $31 million plus $120 million of interest and penalties (translated at the September 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 $63 million of interest and penalties (translated at the September 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 September 30, 2025, the Company pledged Brazilian real estate assets with net book value of $18 million and provided additional security in the form of bank secured bonds and insurance bonds totaling $101 million and a cash deposit of $28 million (translated at the September 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 
Net income— — — 1,010 — — 1,010 1 1,010 
Other comprehensive loss, net of tax    (47) (47) (47)
Cash dividends paid— — — (404)— — (404)— (404)
Issuance of shares under equity-based
   compensation plans		0.1 — 33 — — — 33 — 33 
Repurchase of shares(1.0)— — (355)— — (355)— (355)
Balance at September 30, 2025
388.4 $4 $12,813 $10,168 $(4,142)$— $18,843 $42 $18,885 
15
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 
Net income— — — 1,009 — — 1,009 1 1,011 
Other comprehensive income, net of tax    122  122  122 
Cash dividends paid— — — (374)— — (374)— (374)
Issuance of shares under equity-based
   compensation plans		0.1 — 33 (1)— — 32 — 32 
Changes in noncontrolling interest of
   consolidated subsidiaries - net		— — — — — — — 8 8 
Repurchase of shares(3.0)— — (891)— — (891)— (891)
Balance at September 30, 2024
395.2 $4 $12,694 $10,366 $(3,947)$(1)$19,117 $45 $19,162 
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 nine months ended September 30, 2025, 1.0 million and 5.2 million ordinary shares, respectively, were repurchased under the 2025 or 2022 Programs in the open market at a total cost of $355 million and $1,661 million, respectively. During the three and nine months ended September 30, 2024, 3.0 million and 5.3 million ordinary shares, respectively, were repurchased under the 2022 program in the open market at a total cost of $891 million and $1,629 million, respectively.
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		210 (43)17 184 
Amounts reclassified from Accumulated other
   comprehensive loss (income)		(11)41 (14)16 
Net current-period Other comprehensive
   income (loss)		199 (2)3 200 
Balance at September 30, 2025
$(3,200)$(1,046)$104 $(4,142)
16
The reclassifications out of Accumulated other comprehensive loss are as follows:
(In millions)Nine months ended
September 30, 2025		Consolidated Statements
of Income classification
Gains and (losses) on net investment hedges (amount excluded
  from effectiveness testing)
Currency exchange contracts$11 Interest expense - net
Tax expense— 
Total, net of tax11 
Amortization of defined benefits pensions and other
   postretirement benefits items
Actuarial loss and prior service cost(50)1
Tax benefit9 
Total, net of tax(41)
Gains and (losses) on cash flow hedges
Floating-to-fixed interest rate swaps10 Interest expense - net
Currency exchange contracts7 Net sales and Cost of products sold
Tax expense(4)
Total, net of tax14 
Total reclassifications for the period$(16)
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.
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
September 30		Nine months ended
September 30
(In millions except for per share data)2025202420252024
Net income attributable to Eaton ordinary shareholders$1,010 $1,009 $2,955 $2,823 
Weighted-average number of ordinary shares outstanding - diluted390.1 398.9 391.7 400.6 
Less dilutive effect of equity-based compensation1.3 1.8 1.3 1.9 
Weighted-average number of ordinary shares outstanding - basic388.8 397.1 390.4 398.7 
Net income per share attributable to Eaton ordinary shareholders  
Diluted$2.59 $2.53 $7.54 $7.05 
Basic2.60 2.54 7.57 7.08 
For the third quarter and first nine months of 2025 and 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.


17
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)
September 30, 2025    
Cash$328 $328 $— $— 
Short-term investments237 237 — — 
Net derivative contracts(41)— (41)— 
Contingent future payments from acquisition of Resilient Power Systems Inc. (Note 2)(31)— — (31)
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 $9,892 million and fair value of $9,604 million at September 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.

18
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.
19
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
September 30, 2025      
Derivatives designated as hedges      
Forward starting floating-to-fixed interest rate swaps
$264 $— $— $— $— Cash flow8 years
Currency exchange contracts471 14 — 4 — Cash flow
1 to 11 months
Commodity contracts5 — — — — Cash flow
1 to 11 months
Currency exchange contracts659 — — 1 — Net investment
3 months
Cross-currency interest rate swaps523 — — — 46 Net investment
4 years
Total $14 $— $5 $46  
Derivatives not designated as hedges     
Currency exchange contracts$4,005 $11  $15  
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 $3,996 million at September 30, 2025 and $3,105 million at December 31, 2024.
As of September 30, 2025, the volume of outstanding commodity contracts that were entered into to hedge forecasted transactions:
CommoditySeptember 30, 2025Term
Copper1 Millions of pounds
1 to 11 months
20
The following amounts were recorded on the Consolidated Balance Sheets related to fixed-to-floating interest rate swaps:
(In millions)Carrying amount of the hedged
assets (liabilities)
Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged asset (liabilities)1
Location on Consolidated Balance SheetsSeptember 30, 2025December 31, 2024September 30, 2025December 31, 2024
Long-term debt$(502)$(647)$(33)$(37)
1 At September 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 $33 million and $37 million, respectively.
The impact of hedging activities to the Consolidated Statements of Income is as follows:
Three months ended September 30, 2025
(In millions)Net SalesCost of products soldInterest expense - net
Amounts from Consolidated Statements of Income$6,988 $4,313 $67 
Gain (loss) on derivatives designated as cash flow hedges
Forward starting floating-to-fixed interest rate swaps
Hedged item$— $— $(3)
Derivative designated as hedging instrument— — 3 
Currency exchange contracts
Hedged item$(3)$(7)$— 
Derivative designated as hedging instrument3 7 — 
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 September 30, 2024
(In millions)Net SalesCost of products soldInterest expense - net
Amounts from Consolidated Statements of Income$6,345 $3,899 $29 
Gain (loss) on derivatives designated as cash flow hedges
Forward starting floating-to-fixed interest rate swaps
Hedged item$— $— $(3)
Derivative designated as hedging instrument— — 3 
Currency exchange contracts
Hedged item$1 $4 $— 
Derivative designated as hedging instrument(1)(4)— 
Commodity contracts
Hedged item$— $(2)$— 
Derivative designated as hedging instrument— 2 — 
21
Nine months ended September 30, 2025
(In millions)Net SalesCost of products soldInterest expense - net
Amounts from Consolidated Statements of Income$20,393 $12,674 $171 
Gain (loss) on derivatives designated as cash flow hedges
Forward starting floating-to-fixed interest rate swaps
Hedged item$— $— $(10)
Derivative designated as hedging instrument— — 10 
Currency exchange contracts
Hedged item$(2)$(5)$— 
Derivative designated as hedging instrument2 5 — 
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		$— $— $5 
Nine months ended September 30, 2024
(In millions)Net SalesCost of products soldInterest expense - net
Amounts from Consolidated Statements of Income$18,638 $11,564 $88 
Gain (loss) on derivatives designated as cash flow hedges
Forward starting floating-to-fixed interest rate swaps
Hedged item$— $— $(10)
Derivative designated as hedging instrument— — 10 
Currency exchange contracts
Hedged item$1 $(8)$— 
Derivative designated as hedging instrument(1)8 — 
Commodity contracts
Hedged item$— $(3)$— 
Derivative designated as hedging instrument— 3 — 
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
September 30
(In millions)20252024
Gain (loss) on derivatives not designated as hedges
Currency exchange contracts$— $(3)Interest expense - net
Total$— $(3)
22
Gain (loss) recognized in Consolidated Statements of IncomeConsolidated Statements of Income classification
 Nine months ended
September 30
(In millions)20252024
Gain (loss) on derivatives not designated as hedges
Currency exchange contracts$3 $(11)Interest expense - net
Total$3 $(11)
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
September 30		Three months ended
September 30
(In millions)2025202420252024
Derivatives designated as cash
   flow hedges
Forward starting floating-to-fixed
   interest rate swaps		$— $(2)Interest expense - net$3 $3 
Currency exchange contracts7 (7)Net sales and Cost of products sold10 (5)
Commodity contracts— — Cost of products sold— 2 
Derivatives designated as net
   investment hedges
Currency exchange contracts
Effective portion(3)(23)Gain (loss) on sale of business— — 
Amount excluded from effectiveness
   testing		5 4 Interest expense - net5 4 
Cross-currency interest rate swaps
Effective portion(1)— Gain (loss) on sale of business— — 
Amount excluded from effectiveness
   testing not amortized to earnings		7 — Gain (loss) on sale of business— — 
Non-derivative designated as net
   investment hedges
Foreign currency denominated debt(7)(145)Gain (loss) on sale of business— — 
Total$8 $(172)$18 $5 
23
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
Nine months ended
September 30		Nine months ended
September 30
(In millions)2025202420252024
Derivatives designated as cash
   flow hedges
Forward starting floating-to-fixed
   interest rate swaps		$4 $4 Interest expense - net$10 $10 
Currency exchange contracts18 (16)Net sales and Cost of products sold7 7 
Commodity contracts1 4 Cost of products sold— 3 
Derivatives designated as net
   investment hedges
Currency exchange contracts
Effective portion(19)(7)Gain (loss) on sale of business— — 
Amount excluded from effectiveness
   testing		10 8 Interest expense - net11 11 
Cross-currency interest rate swaps
Effective portion(64)— Gain (loss) on sale of business— — 
Amount excluded from effectiveness
   testing not amortized to earnings		18 — Gain (loss) on sale of business— — 
Non-derivative designated as net
   investment hedges
Foreign currency denominated debt(402)(47)Gain (loss) on sale of business— — 
Total$(434)$(54)$28 $30 

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)September 30, 2025December 31, 2024
Effective portion
Currency exchange contracts$8$27
Cross-currency interest rate swaps(64)—
Amount excluded from effectiveness testing
Currency exchange contracts$—$1
Cross-currency interest rate swaps18—
At September 30, 2025, a gain of $9 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.
24
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 $300 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $118 million and plant closing and other costs of $57 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
September 30		Nine months ended
September 30
(In millions except for per share data)2025202420252024
Workforce reductions$45 $10 $65 $78 
Plant closing and other10 44 33 55 
Total before income taxes55 54 97 132 
Income tax benefit12 11 22 28 
Total after income taxes$43 $43 $75 $104 
Per ordinary share - diluted$0.11 $0.11 $0.19 $0.26 
Restructuring program charges (income) related to the following segments:
Three months ended
September 30		Nine months ended
September 30		Restructuring program charges incurred from inception through
(In millions)2025202420252024September 30, 2025
Electrical Americas$3 $— $12 $9 $25 
Electrical Global20 42 39 70 127 
Aerospace1 (1)1 7 10 
Vehicle19 4 23 32 62 
eMobility8 2 10 2 35 
Corporate5 6 12 13 41 
Total$55 $54 $97 $132 $300 
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, net65 33 97 
Payments, utilization and translation(45)(34)(79)
Balance at September 30, 2025
$116 $6 $122 
These restructuring program charges were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other expense (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.

25
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 expense (income) – net on the Consolidated Statements of Income. The Company's chief operating decision maker manages these items on a consolidated basis.



26
Business Segment Information
Three months ended September 30Nine months ended September 30
(In millions)2025202420252024
Net sales  
Electrical Americas$3,410 $2,963 $9,770 $8,530 
Electrical Global1,724 1,573 5,086 4,678 
Aerospace1,079 946 3,138 2,772 
Vehicle639 696 1,920 2,143 
eMobility136 167 479 514 
Total net sales$6,988 $6,345 $20,393 $18,638 
Other segment items
Electrical Americas$2,376 $2,071 $6,844 $5,993 
Electrical Global1,394 1,279 4,103 3,806 
Aerospace799 716 2,392 2,135 
Vehicle525 561 1,597 1,762 
eMobility145 174 503 523 
Total other segment items$5,239 $4,801 $15,440 $14,221 
Segment operating profit (loss)  
Electrical Americas$1,034 $892 $2,926 $2,537 
Electrical Global330 294 983 872 
Aerospace280 230 746 637 
Vehicle114 135 323 381 
eMobility(9)(7)(24)(9)
Total segment operating profit1,749 1,544 4,953 4,417 
Corporate  
Intangible asset amortization expense(130)(106)(365)(319)
Interest expense - net(67)(29)(171)(88)
Pension and other postretirement benefits income 4 9 15 29 
Restructuring program charges(55)(54)(97)(132)
Other expense - net(226)(160)(698)(508)
Income before income taxes1,275 1,204 3,637 3,399 
Income tax expense264 193 680 573 
Net income1,010 1,011 2,958 2,827 
Less net income for noncontrolling interests(1)(1)(3)(4)
Net income attributable to Eaton ordinary shareholders$1,010 $1,009 $2,955 $2,823 
27
(In millions)September 30, 2025December 31, 2024
Identifiable assets
Electrical Americas$5,993 $4,933 
Electrical Global3,707 3,233 
Aerospace2,685 2,392 
Vehicle2,061 1,987 
eMobility686 633 
Total identifiable assets15,131 13,178 
Goodwill15,806 14,713 
Other intangible assets5,136 4,658 
Corporate4,576 5,833 
Total assets$40,650 $38,381 
Three months ended September 30Nine months ended September 30
(In millions)2025202420252024
Capital expenditures for property, plant and equipment
Electrical Americas$80 $82 $235 $246 
Electrical Global44 36 133 103 
Aerospace22 19 60 53 
Vehicle14 21 45 66 
eMobility5 14 18 54 
Total164 172 491 522 
Corporate14 10 36 31 
Total expenditures for property, plant and equipment$178 $183 $527 $553 
Three months ended September 30Nine months ended September 30
(In millions)2025202420252024
Depreciation of property, plant and equipment
Electrical Americas$31 $30 $96 $87 
Electrical Global27 27 80 76 
Aerospace19 16 55 50 
Vehicle24 24 73 70 
eMobility7 6 21 18 
Total108 103 325 301 
Corporate9 10 27 28 
Total depreciation of property, plant and equipment$117 $113 $352 $330 
28
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.
Resilient Power Systems, Inc.August 6, 2025Electrical Americas
A leading North American developer and manufacturer of innovative energy solutions, including solid-state transformer-based technology.
On June 16, 2025, Eaton signed an agreement to acquire Ultra PCS Limited (Ultra PCS), which is headquartered in the U.K. with operations in the U.K. and the U.S. 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 fourth quarter of 2025. Ultra PCS will be reported within the Aerospace business segment.
On November 2, 2025, Eaton signed an agreement to acquire Boyd Thermal, a U.S. based global leader in thermal components, systems, and ruggedized solutions for data center, aerospace and other end-markets. Boyd Thermal employs more than 5,000 people with manufacturing sites across North America, Asia, and Europe. Under the terms of the agreement, Eaton will pay $9.5 billion for Boyd Thermal. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the second quarter of 2026.
Additional information related to acquisitions of businesses is presented in Note 2.

29
Table of Contents


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
September 30		Nine months ended
September 30
(In millions except for per share data)2025202420252024
Acquisition integration, divestiture charges and transaction costs (income)$55 $(4)$135 $23 
Income tax benefit11 — 30 7 
Total charges (income) after income taxes$44 $(4)$105 $17 
Per ordinary share - diluted$0.11 $(0.01)$0.27 $0.04 
Acquisition integration, divestiture charges and transaction costs in 2025 are primarily related to the following:

•The acquisitions of Fibrebond and Exertherm, transactions completed prior to 2023, and other charges to acquire and exit businesses.
•Employee transaction and retention award compensation expense related to the acquisition of Fibrebond of $16 million and $64 million in the third quarter and first nine months of 2025, respectively.
•Employee incentive compensation expense related to the acquisition of Resilient of $4 million in the third quarter of 2025.

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.

Charges in 2025 and 2024 were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other expense (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 $300 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $118 million and plant closing and other costs of $57 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.
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Intangible Asset Amortization Expense
Intangible asset amortization expense is as follows:
Three months ended
September 30		Nine months ended
September 30
(In millions except for per share data)2025202420252024
Intangible asset amortization expense$130 $106 $365 $319 
Income tax benefit28 23 77 68 
Total after income taxes$102 $84 $287 $251 
Per ordinary share - diluted$0.26 $0.21 $0.74 $0.62 
Consolidated Financial Results
Three months ended
September 30		Increase (decrease)Nine months ended
September 30		Increase (decrease)
(In millions except for per share data)2025202420252024
Net sales$6,988 $6,345 10 %$20,393 $18,638 9 %
Gross profit2,675 2,446 9 %7,719 7,074 9 %
Percent of net sales38.3 %38.6 % 37.9 %38.0 %
Income before income taxes1,275 1,204 6 %3,637 3,399 7 %
Net income1,010 1,011 — %2,958 2,827 5 %
Less net income for noncontrolling interests(1)(1) (3)(4)
Net income attributable to Eaton ordinary shareholders1,010 1,009 — %2,955 2,823 5 %
Excluding acquisition and divestiture charges (income), after-tax44 (4) 105 17 
Excluding restructuring program charges, after-tax43 43 75 104 
Excluding intangible asset amortization expense, after-tax102 84 287 251 
Adjusted earnings$1,199 $1,132 6 %$3,423 $3,194 7 %
Net income per share attributable to Eaton ordinary shareholders - diluted$2.59 $2.53 2 %$7.54 $7.05 7 %
Excluding per share impact of acquisition and divestiture charges (income), after-tax0.11 (0.01) 0.27 0.04 
Excluding per share impact of restructuring program charges, after-tax0.11 0.11 0.19 0.26 
Excluding per share impact of intangible asset amortization expense, after-tax0.26 0.21 0.74 0.62 
Adjusted earnings per ordinary share$3.07 $2.84 8 %$8.74 $7.97 10 %
Net Sales
Changes in Net sales:Three months ended September 30, 2025Nine months ended September 30, 2025
Organic growth7 %8 %
Acquisitions of businesses
3 %1 %
Total increase in Net sales10 %9 %
The increase in organic sales in the third quarter of 2025 was due to strength in data center end-markets in the Electrical Americas and Electrical Global business segments, strength in machine OEM, residential, and commercial & institutional end-markets in the Electrical Global business segment, and broad based strength across all markets in the Aerospace business segment, partially offset by weakness in industrial end-markets in the Electrical Americas business segment, weakness in utility end-markets in the Electrical Global business segment, weakness in the North American truck and light vehicle markets in the Vehicle business segment, and weakness in the European region in the eMobility business segment.
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The increase in organic sales in the first nine months of 2025 was due to strength in data center end-markets in the Electrical Americas and Electrical Global business segments, strength in machine OEM and residential end-markets in the Electrical Global business segment, and strength in military aftermarket and commercial 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 and light vehicle markets in the Vehicle business segment, and weakness in the North American and European regions in the eMobility business segment.
Gross Profit
Gross profit margin decreased from 38.6% in the third quarter of 2024 to 38.3% in the third quarter of 2025. Material factors affecting this decrease were a 340 basis point decline from higher commodity and wage inflation and a 30 basis point decline from higher intangible asset amortization expense, partially offset by a 240 basis point increase from higher sales and a 130 basis point increase from operating efficiencies.
Gross profit margin decreased from 38.0% in the first nine months of 2024 to 37.9% in the first nine months of 2025. Material factors affecting this decrease were a 260 basis point decline from higher wage and commodity inflation, a 20 basis point decline from higher intangible asset amortization expense, and a 20 basis point decline from higher acquisition and divestiture charges, partially offset by a 230 basis point increase from higher sales and a 40 basis point increase from operating efficiencies.
Income Taxes
The effective income tax rate for the third quarter of 2025 was expense of 20.7% compared to expense of 16.1% for the third quarter of 2024. The effective income tax rate for the first nine months of 2025 was expense of 18.7% compared to expense of 16.8% for the first nine months of 2024. The increase in the effective tax rate in the third quarter and first nine months of 2025 was primarily due to greater levels of income in higher tax jurisdictions and the fact that the effective tax rate for the third quarter and first nine months of 2024 included a reduction in valuation allowances on foreign tax attributes.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law in the United States. The OBBBA extends and modifies certain provisions of the 2017 Tax Cuts and Jobs Act and has multiple effective dates, with some provisions beginning in 2025. The OBBBA did not have a material impact on the Company’s condensed consolidated financial statements in the third quarter of 2025. The Company will continue to assess the impact of OBBBA and does not expect the OBBBA to have a material impact on its effective tax rate in future periods.
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 endedNine months ended
(In millions except for per share data)DollarsPer shareDollarsPer share
September 30, 2024
$1,009 $2.53 $2,823 $7.05 
  Business segment results of operations
    Operational performance170 0.45 425 1.09 
    Foreign currency1 — 18 0.04 
  Corporate
    Intangible asset amortization expense(19)(0.05)(37)(0.12)
    Restructuring program charges— — 28 0.07 
    Acquisition and divestiture charges(48)(0.12)(89)(0.23)
    Other corporate items(42)(0.11)(144)(0.36)
  Tax rate impact(63)(0.16)(70)(0.17)
  Impact of shares— 0.06 — 0.17 
September 30, 2025
$1,010 $2.59 $2,955 $7.54 

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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
September 30		Increase (decrease)Nine months ended
September 30		Increase (decrease)
($ in millions)2025202420252024
Net sales$3,410 $2,963 15 %$9,770 $8,530 15 %
Operating profit$1,034 $892 16 %$2,926 $2,537 15 %
Operating margin30.3 %30.1 % 29.9 %29.7 %
Changes in Net sales:
Organic growth9 %11 %
Acquisitions of businesses
6 %4 %
Total increase in Net sales15 %15 %
Change from September 30
Performance metrics:September 30, 2025September 30, 20242025 vs. 20242024 vs. 2023
Backlog$12,009 $9,970 20 %26 %
Organic change in backlog9 %26 %
Organic change in customer orders7 %16 %
Book-to-bill1.11.2
The increase in organic sales in the third quarter and first nine months of 2025 was due to strength in data center end-markets, partially offset by weakness in industrial end-markets.
The operating margin increased from 30.1% in the third quarter of 2024 to 30.3% in the third quarter of 2025. Material factors affecting this increase were a 300 basis point increase from higher sales and a 170 basis point increase from operating efficiencies, partially offset by a 450 basis point decline from higher commodity and wage inflation. The operating margin increased from 29.7% in the first nine months of 2024 to 29.9% in the first nine months of 2025. Material factors affecting this increase were a 340 basis point increase from higher sales and a 50 basis point increase from operating efficiencies, partially offset by a 350 basis point decline from higher commodity and wage inflation.


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Electrical Global
Three months ended
September 30		Increase (decrease)Nine months ended
September 30		Increase (decrease)
($ in millions)2025202420252024
Net sales$1,724 $1,573 10 %$5,086 $4,678 9 %
Operating profit$330 $294 12 %$983 $872 13 %
Operating margin19.1 %18.7 % 19.3 %18.6 %
Changes in Net sales:
Organic growth8 %8 %
Foreign currency2 %1 %
Total increase in Net sales10 %9 %
Change from September 30
Performance metrics:September 30, 2025September 30, 20242025 vs. 20242024 vs. 2023
Backlog$1,983 $1,856 7 %22 %
Organic change in backlog6 %19 %
Organic change in customer orders2 %6 %
Book-to-bill1.01.1
The increase in organic sales in the third quarter of 2025 was due to strength in data center, machine OEM, residential, and commercial & industrial end-markets, partially offset by weakness in utility end-markets. The increase in organic sales in the first nine months of 2025 was due to strength in data center, machine OEM, and residential end-markets, partially offset by weakness in industrial end-markets. Additionally, the increase in organic sales in the third quarter of 2025 was due to strength in the European and Asia Pacific regions and in the Global Energy Infrastructure Solutions (GEIS) business, and the increase in organic sales in the first nine months of 2025 was due to strength in the European and Asia Pacific regions.
The operating margin increased from 18.7% in the third quarter of 2024 to 19.1% in the third quarter of 2025. Material factors affecting this increase were a 310 basis point increase from higher sales, partially offset by a 290 basis point decline from higher commodity and wage inflation. The operating margin increased from 18.6% in the first nine months of 2024 to 19.3% in the first nine months of 2025. Material factors affecting this increase were a 270 basis point increase from higher sales and a 40 basis point increase from operating efficiencies, partially offset by a 220 basis point decline from higher commodity and wage inflation.



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Aerospace
Three months ended
September 30		Increase (decrease)Nine months ended
September 30		Increase (decrease)
($ in millions)2025202420252024
Net sales$1,079 $946 14 %$3,138 $2,772 13 %
Operating profit$280 $230 22 %$746 $637 17 %
Operating margin25.9 %24.4 % 23.8 %23.0 %
Changes in Net sales:
Organic growth13 %12 %
Foreign currency1 %1 %
Total increase in Net sales14 %13 %
Change from September 30
Performance metrics:September 30, 2025September 30, 20242025 vs. 20242024 vs. 2023
Backlog$4,197 $3,660 15 %17 %
Organic change in backlog14 %14 %
Organic change in customer orders11 %6 %
Book-to-bill1.11.1
The increase in organic sales in the third quarter of 2025 was due to broad-based strength across all markets, with particular strength in military aftermarket. The increase in organic sales in the first nine months of 2025 was due to broad-based strength across all markets, with particular strength in military aftermarket and commercial aftermarket.
The operating margin increased from 24.4% in third quarter of 2024 to 25.9% in third quarter of 2025. Material factors affecting this increase were a 610 basis point increase from higher sales, partially offset by a 340 basis point decline from higher commodity and wage inflation and a 70 basis point decline from operating inefficiencies. The operating margin increased from 23.0% in the first nine months of 2024 to 23.8% in the first nine months of 2025. Material factors affecting this increase were a 530 basis point increase from higher sales, partially offset by a 260 basis point decline from higher commodity and wage inflation, a 100 basis point decline from operating inefficiencies, and an 80 basis point decline due to the sale of a production facility in the first quarter of 2024.
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Vehicle
Three months ended
September 30		Increase (decrease)Nine months ended
September 30		Increase (decrease)
(In millions)2025202420252024
Net sales$639 $696 (8)%$1,920 $2,143 (10)%
Operating profit$114 $135 (16)%$323 $381 (15)%
Operating margin17.8 %19.4 % 16.8 %17.8 %
Changes in Net sales:
Organic growth(9)%(9)%
Foreign currency1 %(1)%
Total decrease in Net sales(8)%(10)%
The decrease in organic sales in the third quarter and first nine months of 2025 was due to weakness in the North American truck and light vehicle markets.
The operating margin decreased from 19.4% in the third quarter of 2024 to 17.8% in the third quarter of 2025. Material factors affecting this decrease were a 310 basis point decline from higher commodity and wage inflation, an 80 basis point decline from lower sales, and a 50 basis point decline from unfavorable product mix, partially offset by a 290 basis point increase from operating efficiencies. The operating margin decreased from 17.8% in the first nine months of 2024 to 16.8% in the first nine months of 2025. Material factors affecting this decrease were a 250 basis point decline from higher commodity and wage inflation, a 90 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
September 30		Increase (decrease)Nine months ended
September 30		Increase (decrease)
(In millions)2025202420252024
Net sales$136 $167 (19)%$479 $514 (7)%
Operating loss$(9)$(7)(29)%$(24)$(9)(167)%
Operating margin(6.6)%(4.4)% (5.0)%(1.8)%
Changes in Net sales:
Organic growth(20)%(8)%
Foreign currency1 %1 %
Total increase in Net sales(19)%(7)%
The decrease in organic sales in the third quarter of 2025 was due to weakness in the European region. The decrease in organic sales in the first nine months of 2025 was due to weakness in the North American and European regions.
The operating margin decreased from negative 4.4% in the third quarter of 2024 to negative 6.6% in the third quarter of 2025. Material factors affecting this decrease were a 770 basis point decline from lower sales and a 190 basis point decline from unfavorable product mix, partially offset by a 780 basis point increase from operating efficiencies. The operating margin decreased from negative 1.8% in the first nine months of 2024 to negative 5.0% in the first nine months of 2025. Material factors affecting this decrease were a 340 basis point decline from higher commodity inflation, a 300 basis point decline from the sale of non-production facilities in the second quarter of 2024, partially offset by a 230 basis point increase from operating efficiencies.

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Corporate Expense
Three months ended
September 30		Increase (decrease)Nine months ended
September 30		Increase (decrease)
(In millions)2025202420252024
Intangible asset amortization expense$130 $106 23 %$365 $319 14 %
Interest expense - net67 29 131 %171 88 94 %
Pension and other postretirement benefits income(4)(9)(56)%(15)(29)(48)%
Restructuring program charges55 54 2 %97 132 (27)%
Other expense - net226 160 41 %698 508 37 %
Total corporate expense$474 $340 39 %$1,316 $1,018 29 %
Total corporate expense increased from $340 million in the third quarter of 2024 to $474 million in the third quarter of 2025 and from $1,018 million in the first nine months of 2024 to $1,316 million in the first nine months of 2025. Material factors affecting the increase in Total corporate expense in the third quarter and first nine months of 2025 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.
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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 September 29, 2025, a subsidiary of Eaton entered into a new $3,000 million five-year revolving credit agreement that will expire on September 27, 2030 (New Revolving Credit Agreement), which replaced the $500 million 364-day revolving credit agreement dated September 30, 2024 and $2,500 million five-year revolving credit agreement dated October 3, 2022. The New Revolving Credit Agreement is used to support commercial paper borrowings and is 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 the New Revolving Credit Agreement at September 30, 2025. The Company maintains access to the commercial paper markets through its $3,000 million commercial paper program, of which $755 million was outstanding on September 30, 2025, used primarily to manage fluctuations in working capital.
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.
Over the course of a year, cash, short-term investments, and short-term debt may fluctuate in order to manage global liquidity. As of September 30, 2025 and December 31, 2024, Eaton had cash of $328 million and $555 million, short-term investments of $237 million and $1,525 million, respectively, with $761 million short-term debt as of September 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. On August 6, 2025, the Company acquired Resilient Power Systems Inc. for $86 million, including $55 million of cash paid at closing and an initial estimate of $31 million for the fair value of contingent future consideration. In addition, the Company expects to close the acquisitions of Ultra PCS and Boyd Thermal in the fourth quarter of 2025 and second quarter of 2026, respectively, for $1.55 billion and $9.5 billion, respectively.
Eaton was in compliance with each of its debt covenants for all periods presented.

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Cash Flows
A summary of cash flows is as follows:
Nine months ended
September 30		Change
from 2024
(In millions)20252024
Net cash provided by operating activities$2,507 $2,730 $(223)
Net cash used in investing activities(783)— (783)
Net cash used in financing activities(1,812)(2,692)880 
Effect of currency on cash(138)(52)(86)
Total decrease in cash$(227)$(14)
Operating Cash Flow
Net cash provided by operating activities decreased by $223 million in the first nine months of 2025 compared to 2024. Material factors affecting this decrease were working capital balances being $656 million higher, partially offset by higher net income of $131 million.
Investing Cash Flow
Net cash used in investing activities increased by $783 million in the first nine months of 2025 compared to 2024. Material factors affecting this increase were an increase in cash paid for business acquisitions of $1,504 million in 2025 compared to $50 million in 2024, partially offset by sales of short-term investments of $1,287 million in 2025 compared to $595 million in 2024.
Financing Cash Flow
Net cash used in financing activities decreased by $880 million in the first nine months of 2025 compared to 2024. Material factors affecting this decrease were net proceeds of short-term debt of $761 million in 2025 compared to net payments of short-term debt of $6 million in 2024, and a decrease in payments on borrowings to $714 million in 2025 from $1,011 million in 2024, partially offset by an increase in cash dividends paid to $1,222 million in 2025 from $1,130 million in 2024 and an increase in repurchase of shares to $1,669 million in 2025 from $1,615 million in 2024.
Capital Expenditures
Capital expenditures were $527 million and $553 million in the first nine 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 $1,222 million and $1,130 million in the first nine 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.
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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 nine months ended September 30, 2025, 1.0 million and 5.2 million ordinary shares, respectively, were repurchased under the 2025 or 2022 Programs in the open market at a total cost of $355 million and $1,661 million, respectively. During the three and nine months ended September 30, 2024, 3.0 million and 5.3 million ordinary shares, respectively, were repurchased under the 2022 program in the open market at a total cost of $891 million and $1,629 million, respectively.
Acquisition of Businesses and Investments in Associate Companies
The Company paid cash of $1,504 million and $50 million in the first nine months of 2025 and 2024, respectively, to acquire businesses. The Company paid cash of $16 million and $68 million in the first nine months of 2025 and 2024, respectively, for investments in associate companies. 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 September 30, 2025, the Company had Short-term debt of $761 million, Current portion of long-term debt of $1,136 million, and Long-term debt of $8,756 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.

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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 September 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 the Form 10-Q filed on August 5, 2025 (10-Q Exhibit 22) 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-Q 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.
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Summarized Financial Information of Guarantors and Issuers
(In millions)September 30, 2025December 31, 2024
Current assets$4,307 $5,027 
Noncurrent assets13,225 13,225 
Current liabilities5,119 3,738 
Noncurrent liabilities10,749 10,564 
Amounts due to subsidiaries that are non-issuers and non-guarantors - net9,670 10,334 
(In millions)Nine months ended
September 30, 2025
Net sales$12,087 
Sales to subsidiaries that are non-issuers and non-guarantors725 
Cost of products sold8,458 
Expense from subsidiaries that are non-issuers and non-guarantors - net593 
Net income900 
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, 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.

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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 September 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 third 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 and Note 11 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 third quarter of 2025, 1.0 million ordinary shares were repurchased in the open market at a total cost of $355 million. These shares were repurchased under the programs approved by the Board of Directors on February 27, 2025 (the 2025 Program). A summary of the shares repurchased in the third 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)
July393,626 $371.06 393,626 $7,999 
August577,276 $361.57 577,276 $7,790 
September— $— — $7,790 
Total970,902 $365.42 970,902 

ITEM 5.    OTHER INFORMATION.
During the three months ended September 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.
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ITEM 6.EXHIBITS.
Eaton Corporation plc
Third 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
31.1
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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.
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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:November 4, 2025By:/s/ Olivier Leonetti
Olivier Leonetti
  Principal Financial Officer
  (On behalf of the registrant and as Principal Financial Officer)

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1

Exhibit 10.2
July 18, 2025        
    
Dear Ernest:

This confidential letter agreement (“Agreement”), first provided to you on May 30, 2025, will serve to confirm Eaton Corporation’s (“Eaton” or “Company”) agreement with you (“you” “your” or “Employee”), regarding the terms and conditions related to your separation from the Company. This Agreement recognizes the revised terms negotiated with your legal counsel. This separation results in your mutually agreed retirement. The enhanced payments and benefits offered under this Agreement are contingent on you executing and not revoking this Agreement and the Supplemental Release, and such payments and benefits are in lieu of and replace any benefits that might otherwise be available to you under the Eaton Corporation Severance Benefits Plan. Unless defined herein, capitalized terms have the meaning ascribed to them in the agreements or plan documents to which they relate.

1.Status and Compensation: You agree to retire effective September 30, 2025 (“Retirement Date” or “Termination Date”). Your last day in office will be August 8, 2025, and you will continue to work outside of the office to support the transition of work as needed until your Retirement Date. Unless terminated for cause as defined in paragraph 20 of this Agreement, you will remain employed and continue to be paid your current base salary according to the Company’s typical bi-weekly payroll schedule until the Retirement Date. The period beginning on the date you first sign this Agreement while still employed through your Retirement Date is defined as the “Transition Period.”

If and only if you (1) comply with the terms and conditions of this Agreement during and following the Transition Period, (2) timely execute the Supplemental Release set forth below following the Transition Period, and (3) do not exercise any right to revoke this Agreement or the Supplemental Release, then Eaton will pay you as Severance Pay an amount equal to $2,343,735.00 (two million, three hundred forty-three thousand, seven hundred thirty-five dollars), which is equal to 1.5 times the sum of your annual base salary and Executive Incentive Compensation Plan target in effect on the Retirement Date. The Severance Pay will be subject to applicable tax withholding and any authorized deductions and will be paid as soon as administratively practical following the conclusion of the revocation period described in the Supplemental Release.

You agree that the Severance Pay does not represent pay or compensation for work performed or promised.

You agree that Eaton will announce your retirement with an internal announcement on July 21. You will be provided with a draft of the internal announcement for your review and comments prior to publication.

2.Executive Incentive Compensation Plan Participation: Your 2025 Executive Incentive Compensation Plan (“EIC Plan”) target will reflect 9/12ths prorated participation. Earned awards, if any, will be determined in accordance with the terms and conditions specified in the EIC Plan and will reflect the Company’s normal process used to determine the corporate rating. Your individual performance rating is guaranteed at 100%; however, the terms of the EIC plan could still result in no payout if corporate performance thresholds are not met. Payment, if any, made under the EIC Plan will be

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paid to you concurrently with payments made to other EIC Plan participants on or prior to March 31, 2026, and will be subject to applicable tax withholding.

3.Annual Restricted Share Unit Grants: The Company will agree to allow any unvested Restricted Share Units (“RSUs”) granted to you as a portion of your regular long-term incentive opportunity to continue to vest in 2026, 2027 and 2028 as specified in the grant agreements that govern the awards. In all other respects, the grant agreements shall continue to govern all rights and obligations you and the Company have arising from or relating to the awards. RSUs will be subject to Social Security, Medicare, and local taxes, if applicable, as of the Retirement Date and will be subject to applicable Federal and State tax withholding at each vesting date in 2026, 2027 and 2028.

4.Retention Restricted Share Unit Grant: The Company will agree to allow the Retention Restricted Share Unit grant award issued to you in 2024 to vest in 2027 as specified in the grant agreement that governs the award. In all other respects, the 2024 grant agreement shall continue to govern all rights and obligations you and the Company have arising from or relating to that award. RSUs will be subject to Social Security, Medicare, and local taxes, if applicable, as of the Retirement Date and will be subject to applicable Federal and State tax withholding as of the vesting date in 2027.

5.Performance Share Units: You will continue to participate in the Executive Strategic Incentive Program (ESIP) through the Retirement Date. As a retiree, you will continue to be eligible for vesting, if any, in the open Performance Share award periods in which you currently participate. Your participation in the 2023-2025, 2024-2026 and 2025-2027 award periods will be prorated based on the number of months worked in each award period, using the Retirement Date as the proration end date. Your incentive award will be calculated under Eaton’s normal incentive determination process, and earned shares, if any, will be vested and issued to you, subject to normal NYSE stock settlement timing requirements, concurrently with distributions to other ESIP Plan participants on or prior to March 15, 2026, 2027 and 2028, respectively, and will result in taxable income and will be subject to applicable tax withholding.

6.Stock Options Grants: The Company will agree to allow any unvested Stock Options to continue to vest in 2026, 2027, and 2028 as specified in the grant agreements that govern the awards. You will be able to exercise any stock options (including those that vested prior to the Retirement Date that have not been exercised) for the remaining terms as specified in your various stock option agreements. Note that in accordance with IRS regulations, any Incentive Stock Options that you hold at the time of termination of employment will be converted to Non-Qualified Stock Options three (3) months after the Retirement Date. All Stock Option exercises will result in taxable income and are subject to applicable tax withholding.

7.Additional Payment in Consideration of Executive Life Insurance: The Company will agree to pay you $65,000.00 (sixty-five thousand dollars) representing the estimated cash surrender value of a universal life insurance product. This additional payment will be subject to applicable tax withholding and any authorized deductions and will be paid as soon as administratively practical following the conclusion of the revocation period described in the Supplemental Release.


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8.Restrictive Covenants: To the extent permitted under applicable laws, you expressly acknowledge and agree that both during the Transition Period and for the twelve (12) month period immediately following the Retirement Date, you will not (1) engage in any activity as an employee, agent, officer, director, principal or proprietor which is in competition with the Company or a subsidiary; or (2) either on your own behalf or for any competing business, (a) directly or indirectly solicit, divert, appropriate, or accept any business from, or attempt to solicit, divert, appropriate, or accept any business from, any customers with whom you had material business contact during the last five (5) years of your employment, or about whom you have any trade secret information, for the purposes of providing products or services that are the same or substantially similar to those provided by the Company or a subsidiary, or (b) directly or indirectly solicit, recruit, or encourage any current employees of the Company or any subsidiary or any former employees whose employment with the Company or any subsidiary ended within six months before or after the Retirement Date to terminate employment with the Company or any subsidiary, and/or to work in any manner for you or any entity affiliated with you.

You acknowledge and agree that these non-competition and non-solicitation covenants stated in this Agreement are independent of and do not supersede any other restrictive covenants to which you are bound under your grant agreements, which shall remain in effect pursuant to the terms of those separate grant agreements.

9.Retirement Benefits: Your participation in the Eaton Corporation Saving Plan and the related supplemental plan, as applicable, will continue through the Retirement Date. Following your termination of employment, the disposition of your account(s) will be administered in accordance with the applicable plans’ terms and conditions.

10.Special Retirement Contribution: The Company agrees to vest the Special Credit awarded to you at the time of your hire pursuant to the terms of the Eaton Supplemental Retirement Plan and the Supplemental Addendum Re: Ernest Marshall Special Credit describing the terms of the Special Credit as soon as administratively practical after the expiration of the revocation period in the Supplemental Release so long as you have (1) complied with the terms and conditions of this Agreement during and following the Transition Period, (2) timely executed the Supplemental Release set forth below following the Transition Period, and (3) do not exercise any right to revoke this Agreement or the Supplemental Release. Following your termination of employment, the disposition of your account will be administered in accordance with the applicable plans’ terms and conditions.
11.Outplacement: Eaton will pay you $18,000.00 (eighteen thousand dollars) in consideration of outplacement services. This outplacement payment will be subject to applicable tax withholding and any authorized deductions and will be paid as soon as administratively practical following the conclusion of the revocation period described in the Supplemental Release.

12.Vacation: Any earned but unused vacation days through the Retirement Date, if any, will be paid to you as a lump sum in accordance with Eaton’s vacation policy and such payment will be made to you as soon as administratively practical following your Retirement Date. During the Transition Period, you agree not to use any earned but unused vacation days in a manner that materially impedes the performance of your job

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duties (e.g., by taking an unusually extended number of consecutive days off without advance planning and notice).

13.Non-Qualified Deferred Compensation Plan: Following your Retirement Date, if you participate in the company’s non-qualified deferred compensation plan, the disposition of your Eaton Corporation Executive Incentive Compensation Deferral Plan Deferral Account will be administered in accordance with the Eaton Corporation Executive Incentive Compensation Deferral Plan’s terms and conditions.

14.Health & Welfare Benefits Plans: You may voluntarily remain a participant in Eaton’s active employee medical, dental, group-term life and accidental death and dismemberment plans during the Transition Period. Provided that you execute and do not revoke this Agreement and the Supplemental Release, you will be able to continue coverage for yourself and your eligible dependents in these active employee plans for an additional six (6) month period after the termination of your employment. To continue your participation in these plans during this period, you will be required to pay any applicable employee contributions. After the extended employee benefits coverage described in this paragraph ends, you will become eligible for COBRA continuation and will also be eligible as a retiree to participate in Eaton’s Retiree Medical Plan in accordance with the Plan’s terms and conditions. Whether or not you sign this Agreement, to the extent allowed and provided by law, and subject to the requirements of COBRA, you will be entitled to elect continued benefits under COBRA following your termination of employment.

15.Executive Vehicle Insurance Program: If you participate in the Executive Vehicle Program (“EVIP”), you will be considered an active employee in the EVIP until your Retirement Date, at which time you will continue to be eligible to participate in the program with active employee eligibility for six (6) additional months. Any cars that are covered at the end of the six-month extension must then be removed from the program. Your participation in this plan is provided at Eaton’s discretion, and Eaton reserves the right to adjust premiums and amend or cancel this plan and your participation in this plan with or without notice.

16.Financial Counseling and Tax Preparation: You will continue to be eligible for reimbursement of Financial, Tax and Estate planning for services rendered for tax years 2025 and 2026. All reimbursements will cease after 2026 except for those attributable to Tax services performed in 2027 related to the preparation of 2026 tax returns. In accordance with Internal Revenue Code Section 409A, reimbursement for these services must be made no later than February 28 of the year following the year in which services are received; consequently, any claim for reimbursement beyond that cannot be honored. Reimbursements for services specified in this paragraph are subject to normal imputed income and applicable tax withholding.

17. IT Support: You may remain on Eaton’s cellular plan through December 31, 2027. You will be provided with IT support to transfer your current Eaton-issued mobile device(s) to a personal account should you wish to keep your cell number. Any transfer of mobile devices from Eaton’s account to your personal account must be completed by December 31, 2027. Your access to Eaton’s network, including e-mail will cease as of the Retirement Date.


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18.Substitute Consideration: The additional payments, consideration and benefits described in Paragraphs 1–7, 10, 11, and 14–17 above are in lieu of any payments under the Eaton Corporation Severance Benefits Plan and/or any other applicable Company policies and are contingent on your executing and not revoking this Agreement and the Supplemental Release. Nothing vested under any retirement plan is subject to release.

19.Continued Application of Eaton’s Recoupment Policy: Following the Retirement Date, you acknowledge and agree the Recoupment Policy of Eaton Corporation plc in effect as of the Retirement Date shall remain binding and enforceable against you, and all payments to you of Incentive Compensation, including but not limited to any of the severance pay and benefits provided to you under this Agreement that fall within the Recoupment Policy’s definition of “Incentive Compensation,” remain subject to the terms of the Recoupment Policy.

20.Termination for Cause: Notwithstanding any other provision of this Agreement, Eaton may terminate your employment during the Transition Period for “Cause,” and in the event of a termination for Cause, you will not be entitled to any of the severance compensation or benefits set forth in this Agreement. For purposes of this Agreement, “Cause” is defined as: (i) Employee’s willful misconduct or grossly negligent conduct which materially harms Eaton’s business or reputation; (ii) Employee’s fraud, misappropriation of funds or property or other act of dishonesty; or (iii) Employee’s repeated failure to comply with the lawful instructions and directives of his superiors.

21.Full and Fair Consideration: The consideration from Eaton set forth in this Agreement constitutes full settlement of any and all claims Employee may have against Eaton, its successors, assigns, subsidiaries, affiliates, or any of its officers, directors, shareholders, employees, agents or representatives, for compensation or otherwise. You also acknowledge and agree such consideration, which is over and above anything owed to you by law, contract, or under the policies or practices of Eaton, is provided to you expressly in exchange for entering into and not revoking this Agreement and the Supplemental Release.

22.Broad and General Release: In consideration for the promises made by Eaton in this Agreement, you, for yourself, your agents, assignees, heirs, executors and administrators, fully release Eaton, as well as all of Eaton’s successors, assigns, subsidiaries, affiliates, officers, directors, shareholders, employees, consultants, agents and representatives (altogether, “Released Parties”), from any and all claims, causes of action, liability, costs, expenses and remedies of any type, by reason of any act or omission of any kind, including but not limited to any and all claims arising out of, relating to, or in connection with Employee's employment with or termination from employment by Eaton, including without limiting the generality of the foregoing: claims under Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1967 (“ADEA”), the Rehabilitation Act of 1973; the Civil Rights Act of 1964; the Americans with Disabilities Act; the Family and Medical Leave Act; the National Labor Relations Act; the Older Worker Benefit Protection Act (“OWBPA”); Equal Pay Act; the Lilly Ledbetter Fair Pay Act of 2009; the Sarbanes Oxley Act of 2002; Employee Retirement Income Security Act (“ERISA”); Worker Adjustment and Retraining Notification Act (“WARN”); False Claims Act; the Ohio Civil Rights Act; the Ohio Equal Pay Statute; the Ohio Wage Payment Anti-Retaliation Statute; the Ohio Whistleblower’s Protection Act; the Ohio

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Workers’ Compensation Anti-Retaliation Statute; Ohio’s Miscellaneous Labor Provisions, found at Ohio R.C. 411.01 to 4113.99; any other federal, state or local laws prohibiting age, sex, race, national origin, disability or any other forms of discrimination, sexual or other forms of harassment; or any other federal, state or local laws regulating employment relationships, compensation for employment or the termination of employment relationships; and any claims for breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, defamation, tortious interference, failure to promote, infliction of emotional distress, detrimental reliance, promissory estoppel, invasion of privacy, constructive discharge, wrongful discharge, and retaliatory discharge based on the asserted engagement of any type of protected activity or whistleblowing.

If any claim is not subject to release, to the extent permitted by law, you waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which any Released Party is a party.

You are not waiving any rights you may have to: (a) your own vested accrued employee benefits under Eaton’s health, welfare, or retirement benefit plans as of the Retirement Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Agreement; (d) enforce this Agreement; and/or (e) challenge the validity of this Agreement.
Nothing in this Agreement prohibits you from filing a charge of discrimination with the Equal Employment Opportunity Commission or any state fair employment practice agency relating to your employment with Eaton, or any complaint to any other government agency having jurisdiction over Eaton, or otherwise participating, testifying, or assisting in any investigation of such agencies. You understand and acknowledge, however, that in the event you file or pursue any such charge or complaint, hearing, or other proceeding before any federal, state, or local government agency, then to the maximum extent permitted by law, you agree that if such an claim or complaint is made, you shall not be entitled to recover any individual monetary relief or other individual remedies. Nothing in this Agreement limits any right of you to receive an award for information provided to the SEC in connection with any whistleblower action. Nothing in this Agreement is intended to interfere with your non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, file a complaint, testify in proceedings regarding the Company’s past or future conduct, or engage in any future activities protected under the whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency.

23.Continued Cooperation and Prohibited Activities: You and Paulo Ruiz, President and Chief Executive Officer, Olivier Leonetti, Executive Vice President and Chief Financial Officer, Heath Monesmith, President and Chief Operating Officer – Electrical Sector, Peter Denk, President and Chief Operating Officer –Industrial Sector, and Lucy Clark Doughtery, Executive Vice President and Chief Legal Officer (“the Executive Parties”) agree that both during the Transition Period and following the Retirement Date, you and the Executive Parties will not make any oral or written statements or engage in any act or omission that would be disparaging or detrimental, financially or otherwise, to you, Eaton or any of its officers, directors, employees, consultants, agents or

7

representatives, or that would subject you and any of the Executive Parties to public scandal, ridicule, or otherwise risk harm to your and their professional image or reputation.

Except as otherwise permitted herein, to the fullest extent permitted by law, you hereby waive any right to, and agree not to, provide any assistance, information, report, aid or cooperation to any private party, other than Eaton, in any litigation, investigation or other proceeding against Eaton, or testify in any proceeding brought by a private party against Eaton. You agree that you will not communicate in any fashion with any such private party, including any representative thereof or legal counsel therefor, engaged in or considering legal proceedings against Eaton other than as required by a facially valid subpoena, court order, administrative order, or other legal process requiring such communication and, further, that within three (3) business days of your receipt of any such legal process, you will provide Eaton with written notice thereof. You further agree to reasonably cooperate with any efforts of Eaton to quash any such legal process. Eaton will reimburse you for any expenses you may incur as a result of providing such cooperation.

You also agree to cooperate and be available to assist in the defense of, and serve as a witness in, any administrative proceeding or litigation faced by the Company or any other Released Parties concerning matters in which you were involved or have knowledge as a result of your employment with Eaton.

Nothing in this Agreement prevents you from discussing or disclosing information about sexual abuse or sexual harassment in the workplace.

24.Employee Representations: In exchange for the consideration provided by Eaton as set forth in this Agreement, you acknowledge and agree that all of the following representations are true at the time you first sign this Agreement, and that such representations remain true when you sign the Supplemental Release:

(a) You affirm that you have not filed, caused to be filed, or presently is a party to any claim against Eaton.

(b) You affirm that you have been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date you sign this Agreement and again on the date you sign the Supplemental Release. You affirm that you have been granted any leave to which you were entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.

(c) You affirm that you have no known workplace injuries or occupational diseases.

(d) You affirm that you have not been retaliated against for reporting any allegations of wrongdoing by Eaton or its officers, including any allegations of corporate fraud.

(e) You affirm that all of Eaton's decisions regarding your pay and benefits through the Retirement Date were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law.


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25.Protection of Confidential Information:

(a)You understand and agree that the existence and terms of this Agreement are confidential and shall not be disclosed to any third party without the written consent of Eaton, except that you may disclose the existence and terms of this Agreement (i) to the extent legally necessary in connection with any claim, lawsuit or otherwise permitted by law, and (ii) to your immediate family and to your legal and financial consultants for the sole purpose of consulting with you with respect to this Agreement. If your family member or consultants disclose the existence or terms of this Agreement without Eaton’s written consent, you will be responsible for a breach of this Agreement.
(b)    You affirm that you have not divulged any proprietary or confidential information of Eaton at any time, except to the extent necessary and permitted to perform your job duties, and you further agree you will continue to maintain the confidentiality of such information consistent with Eaton’s policies and your agreement(s) with the Company and/or common law. You also agree that you will neither use nor disclose to others any information gained while employed by Eaton that Eaton views as trade secrets, attorney client privileged, attorney work product or other confidential information or commercially sensitive information or any other information that would create a competitive disadvantage for Eaton, including but not limited to customer information, financial data, pricing and margin information, engineering and drawings, personnel files and strategic plans, unless that information becomes generally known to the public through no fault of you.

(c) Under the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that:  (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to your attorney in relation to a lawsuit for retaliation against you for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(d)    You agree that on or before the Retirement Date, you will return, in good condition, all property of Eaton then in your possession including, without limitation, whether in hard copy or other media, property, documents, and/or all other materials that constitute, refer or relate to the confidential information of Eaton. You further agree that on or before the Retirement Date, you will return all keys and property of Eaton, files, blueprints or other drawings, whether or not any constitute confidential information, and any credit cards, Eaton issued laptop, or other like property.

26.Section 409A Compliance: You and the Company intend that any severance benefits payable or provided under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the Treasury Regulations relating thereto, so as not to subject you to the payment of tax, interest, and any tax penalty which may be imposed under Code Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with such intent. In furtherance thereof, to the extent that any provision herein would otherwise result in you being subject to payment of tax, interest or tax penalty under Code Section 409A, you and the Company agree to amend this Agreement in a manner that brings this Agreement into compliance with Code Section

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409A and that preserves, to the maximum extent possible, the economic value of the relevant payment or benefits under this Agreement to you.

27.Non-Admissibility: The existence and execution of this Agreement shall not be considered, and shall not be admissible in any proceeding, as an admission by Eaton, or its agents or employees, of any liability, error, violation or omission.

28.Binding Nature of this Agreement: This Agreement shall be binding upon and shall be for the benefit of Eaton, its successors, assigns, officers, directors, shareholders, employees, consultants, agents and representatives, and you, as well as your heirs, personal representatives and assigns. In the event of any litigation concerning the enforcement of any of the terms of this Agreement or the Supplemental Release, you agree that the Company shall be entitled to recover its reasonable attorneys’ fees and costs incurred in pursuing or defending such litigation if the Company is the prevailing party.

29.Severability: The provisions and any portions of the provisions of this Agreement shall be severable, and the invalidity of any provision shall not affect the validity of the other provisions.

30.Governing Law and Venue: This agreement shall be governed by the laws of the state of Ohio. For purposes of enforcement of the promises and covenants of this Agreement, you agree to submit to the jurisdiction and venue of any Ohio federal or state court.

31.Consulting with an Attorney, Consideration Period: You acknowledge that Eaton advised you to consult with an attorney before executing this Agreement and the Supplemental Release, that you exercised that right, that you were advised that you have twenty-one (21) days in which to review this Agreement before signing it which you utilized, that you fully understand the terms of this Agreement and the Supplemental Release, that you were not coerced into signing this Agreement or the Supplemental Release, and that you signed this Agreement and the Supplemental Release knowingly and voluntarily. You further acknowledge and understand that by signing and not revoking this Agreement and the Supplemental Release, you are expressly waiving any and all rights to claims arising under the ADEA and OWBPA.

32.Revocation Period: You further acknowledge that you understand that you have seven (7) days after signing this Agreement within which you can revoke your acceptance of this Agreement, and that this Agreement will not become effective until after the seven (7) day period for revocation under this Agreement has passed. You may only revoke your acceptance of this Agreement by sending a signed notice of revocation either by certified mail, return receipt requested, or by hand delivery to Eaton’s Executive Vice President and Chief Legal Officer, 1000 Eaton Blvd, Beachwood, OH 44122 so that Eaton actually receives the signed notice of revocation within the seven (7) day revocation period. Upon Eaton’s timely receipt of a signed notice of revocation, this Agreement will become null and void.

33.Survival: The provisions of this Agreement which by their express terms or clear intent survive the termination of your employment and the termination or attempted termination of this Agreement shall remain in full force and effect according to their terms.


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I have read this Agreement, and I understand its terms and conditions. I have not been coerced into signing this Agreement, and I voluntarily agree to abide by its terms because they are satisfactory to me. Eaton has made no promise or inducement of any kind to me or anyone else to cause me to sign this Agreement, except as set forth above. I acknowledge that the benefits that I will receive as a result of signing this Agreement are adequate and the only consideration given to me by Eaton for my acceptance of this Agreement.
Employee:

/s/ Ernest Marshall                    July 19, 2025        
Ernest Marshall                    Date

On behalf of Eaton:

/s/ Lucy Clark Dougherty                July 18, 2025        
By: Lucy Clark Dougherty                Date
Its: Executive Vice President and Chief Legal Officer

Note: This Agreement must be signed and returned to Eaton without any alteration. Any modification or alteration of any terms of this Agreement voids this Agreement in its entirety.



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SUPPLEMENTAL RELEASE – TO BE EXECUTED AFTER RETIREMENT DATE

Employee may not sign this section of the Agreement until the Transition Period ends.

Employee understands that, by signing below, Employee is reaffirming all of the terms of the Agreement, including but not limited to Employee’s waiver and release of any and all known and unknown claims against Eaton and/or any other Released Parties.

Employee further understands that Employee has seven (7) days after signing this Supplemental Release within which Employee can revoke his release of any claims arising under the Age Discrimination in Employment Act and/or the Older Workers Benefit Protection Act, and that Employee’s release of such claims arising during or after the Transition Period will not become effective until after the seven (7) day period for revocation under this Supplemental Release has passed. You may only revoke your release of such claims by sending a signed notice of revocation either by certified mail, return receipt requested, or by hand delivery to Eaton’s Executive Vice President and Chief Legal Officer, 1000 Eaton Blvd, Beachwood, OH 44122 so that Eaton actually receives the signed notice of revocation within the seven (7) day revocation period. Upon Eaton’s timely receipt of a signed notice of revocation, Eaton shall have the right, in its sole discretion, to declare this entire Agreement null and void.

Employee:

/s/ Ernest Marshall                    October 2, 2025        
Ernest Marshall                    Date


On behalf of Eaton:

/s/ Lucy Clark Dougherty                October 17, 2025        
By: Lucy Clark Dougherty                Date
Its: Executive Vice President and Chief Legal Officer

Eaton Corporation plc
Third Quarter 2025 Report on Form 10-Q
Exhibit 31.1
Certification

I, Paulo Ruiz, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Eaton Corporation plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:November 4, 2025/s/ Paulo Ruiz
 Paulo Ruiz
 Principal Executive Officer

Eaton Corporation plc
Third Quarter 2025 Report on Form 10-Q
Exhibit 31.2
Certification

I, Olivier Leonetti, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Eaton Corporation plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:November 4, 2025/s/ Olivier Leonetti
 Olivier Leonetti
 Principal Financial Officer

Eaton Corporation plc
Third Quarter 2025 Report on Form 10-Q
Exhibit 32.1
Certification

This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (“10-Q Report”).
I hereby certify that, based on my knowledge, the 10-Q Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation plc and its consolidated subsidiaries.
Date:November 4, 2025/s/ Paulo Ruiz
 Paulo Ruiz
 Principal Executive Officer

Eaton Corporation plc
Third Quarter 2025 Report on Form 10-Q
Exhibit 32.2
Certification

This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (“10-Q Report”).
I hereby certify that, based on my knowledge, the 10-Q Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation plc and its consolidated subsidiaries.
Date:November 4, 2025/s/ Olivier Leonetti
 Olivier Leonetti
 Principal Financial Officer