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Eaton Corp plc - Quarter Report: 2017 June (Form 10-Q)

Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2017
Commission file number 000-54863
EATON CORPORATION plc
(Exact name of registrant as specified in its charter)
Ireland
 
98-1059235
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification Number)
 
 
 
Eaton House, 30 Pembroke Road, Dublin 4, Ireland
 
D04 Y0C2
(Address of principal executive offices)
 
(Zip Code)
 
 
 
+353 1637 2900
 
 
 
 
 
 
(Registrant's telephone number, including area code)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Not applicable
 
 
 
 
 
 
(Former name, former address and former fiscal year if changed since last report)
 
 
 
 
 
 
 
 
 

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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes þ No o
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. (Check one):
Large accelerated filer þ
 
Accelerated filer o
 
Non-accelerated filer o
Smaller reporting company o
 
Emerging growth company o
 
(Do not check if a smaller reporting 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
There were 444.8 million Ordinary Shares outstanding as of June 30, 2017.
 


Table of Contents

TABLE OF CONTENTS
 
 
EX-12
 
EX-31.1
 
EX-31.2
 
EX-32.1
 
EX-32.2
 
EX-101 INSTANCE DOCUMENT
 
EX-101 SCHEMA DOCUMENT
 
EX-101 CALCULATION LINKBASE DOCUMENT
 
EX-101 DEFINITION LINKBASE DOCUMENT
 
EX-101 LABELS LINKBASE DOCUMENT
 
EX-101 PRESENTATION LINKBASE DOCUMENT
 



Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS.

EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF INCOME

 
Three months ended
June 30
 
Six months ended
June 30
(In millions except for per share data)
2017
 
2016
 
2017
 
2016
Net sales
$
5,132

 
$
5,080

 
$
9,980

 
$
9,893

 
 
 
 
 
 
 
 
Cost of products sold
3,450

 
3,419

 
6,760

 
6,710

Selling and administrative expense
902

 
897

 
1,787

 
1,789

Research and development expense
150

 
149

 
293

 
298

Interest expense - net
60

 
57

 
121

 
114

Other expense (income) - net

 
5

 
(15
)
 
(13
)
Income before income taxes
570

 
553

 
1,034

 
995

Income tax expense
54

 
61

 
86

 
100

Net income
516

 
492

 
948

 
895

Less net income for noncontrolling interests
(1
)
 
(1
)
 
(1
)
 

Net income attributable to Eaton ordinary shareholders
$
515

 
$
491

 
$
947

 
$
895

 
 
 
 
 
 
 
 
Net income per share attributable to Eaton ordinary shareholders
 
 
 
 
 
 
 
Diluted
$
1.15

 
$
1.07

 
$
2.10

 
$
1.95

Basic
1.15

 
1.08

 
2.12

 
1.96

 
 
 
 
 
 
 
 
Weighted-average number of ordinary shares outstanding
 
 
 
 
 
 
 
Diluted
448.6

 
458.3

 
449.8

 
459.0

Basic
446.3

 
457.0

 
447.5

 
457.8

 
 
 
 
 
 
 
 
Cash dividends declared per ordinary share
$
0.60

 
$
0.57

 
$
1.20

 
$
1.14


The accompanying notes are an integral part of these condensed consolidated financial statements.

2

Table of Contents

EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
Three months ended
June 30
 
Six months ended
June 30
(In millions)
2017
 
2016
 
2017
 
2016
Net income
$
516

 
$
492

 
$
948

 
$
895

Less net income for noncontrolling interests
(1
)
 
(1
)
 
(1
)
 

Net income attributable to Eaton ordinary shareholders
515

 
491

 
947

 
895

 
 
 
 
 
 
 
 
Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
Currency translation and related hedging instruments
320

 
(296
)
 
548

 
(35
)
Pensions and other postretirement benefits
4

 
53

 
37

 
87

Cash flow hedges
(1
)
 
(12
)
 
1

 
(34
)
Other comprehensive income (loss) attributable to Eaton
   ordinary shareholders
323

 
(255
)
 
586

 
18

 


 


 


 


Total comprehensive income attributable to Eaton
  ordinary shareholders
$
838

 
$
236

 
$
1,533

 
$
913


The accompanying notes are an integral part of these condensed consolidated financial statements.


3

Table of Contents

EATON CORPORATION plc
CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)
June 30,
2017
 
December 31,
2016
Assets
 
 
 
Current assets
 
 
 
Cash
$
312

 
$
543

Short-term investments
525

 
203

Accounts receivable - net
3,813

 
3,560

Inventory
2,393

 
2,254

Prepaid expenses and other current assets
444

 
381

Total current assets
7,487

 
6,941

 
 
 
 
Property, plant and equipment
 
 
 
Land and buildings
2,455

 
2,369

Machinery and equipment
5,934

 
5,670

Gross property, plant and equipment
8,389

 
8,039

Accumulated depreciation
(4,859
)
 
(4,596
)
Net property, plant and equipment
3,530

 
3,443

 
 
 
 
Other noncurrent assets
 
 
 
Goodwill
13,478

 
13,201

Other intangible assets
5,410

 
5,514

Deferred income taxes
443

 
360

Other assets
1,007

 
960

Total assets
$
31,355

 
$
30,419

 
 
 
 
Liabilities and shareholders’ equity
 
 
 
Current liabilities
 
 
 
Short-term debt
$
846

 
$
14

Current portion of long-term debt
1,495

 
1,552

Accounts payable
1,885

 
1,718

Accrued compensation
338

 
379

Other current liabilities
1,745

 
1,822

Total current liabilities
6,309

 
5,485

 
 
 
 
Noncurrent liabilities
 
 
 
Long-term debt
6,264

 
6,711

Pension liabilities
1,578

 
1,659

Other postretirement benefits liabilities
364

 
368

Deferred income taxes
316

 
321

Other noncurrent liabilities
930

 
934

Total noncurrent liabilities
9,452

 
9,993

 
 
 
 
Shareholders’ equity
 
 
 
Eaton shareholders’ equity
15,552

 
14,897

Noncontrolling interests
42

 
44

Total equity
15,594

 
14,941

Total liabilities and equity
$
31,355

 
$
30,419


The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Table of Contents

EATON CORPORATION plc
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 
Six months ended
June 30
(In millions)
2017
 
2016
Operating activities
 
 
 
Net income
$
948

 
$
895

Adjustments to reconcile to net cash provided by operating activities
 
 
 
Depreciation and amortization
453

 
467

Deferred income taxes
(107
)
 
(74
)
Pension and other postretirement benefits expense
104

 
116

Contributions to pension plans
(160
)
 
(74
)
Contributions to other postretirement benefits plans
(11
)
 
(18
)
Changes in working capital
(376
)
 
(256
)
Other - net
186

 
77

Net cash provided by operating activities
1,037

 
1,133

 
 
 
 
Investing activities
 

 
 
Capital expenditures for property, plant and equipment
(246
)
 
(246
)
Cash received from acquisitions of businesses, net of cash acquired

 
1

Sale (purchases) of short-term investments - net
(309
)
 
38

Other - net
(31
)
 
3

Net cash used in investing activities
(586
)
 
(204
)
 
 
 
 
Financing activities
 
 
 
Proceeds from borrowings
832

 
151

Payments on borrowings
(543
)
 
(240
)
Cash dividends paid
(537
)
 
(521
)
Exercise of employee stock options
49

 
37

Repurchase of shares
(465
)
 
(295
)
Employee taxes paid from shares withheld
(21
)
 
(17
)
Other - net
(4
)
 
3

Net cash used in financing activities
(689
)
 
(882
)
 
 
 
 
Effect of currency on cash
7

 
8

Total (decrease) increase in cash
(231
)
 
55

Cash at the beginning of the period
543

 
268

Cash at the end of the period
$
312

 
$
323


The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Table of Contents

EATON CORPORATION plc
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Amounts are in millions unless indicated otherwise (per share data assume dilution).
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 2016 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.
During the first quarter of 2017, the Company adopted Accounting Standards Update 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, (ASU 2016-09). Upon adoption, the Company recorded deferred tax assets of $48 for all excess tax benefits that had not been previously recognized. This was accomplished through a cumulative-effect adjustment to retained earnings. ASU 2016-09 also requires that all excess tax benefits and deficiencies generated in the current and future periods be recorded as income tax benefit or expense in the reporting period in which they occur. These excess tax benefits and deficiencies, which were previously required to be presented as financing activities on the Company’s Condensed Consolidated Statements of Cash Flows, are now classified as operating activities prospectively. The Company also reclassified $21 and $17 for the first six months of 2017 and 2016, respectively, from operating activities to financing activities on the Company’s Condensed Consolidated Statements of Cash Flows for withholding payments made to taxing authorities from shares withheld from employees. The Company will continue to estimate forfeitures as part of recording equity-based compensation expense.
Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASU 2014-09). This accounting standard supersedes all existing US GAAP revenue recognition guidance. Under ASU 2014-09, a company will recognize revenue when it transfers the control of promised goods or services to customers in an amount that reflects the consideration which the company expects to collect in exchange for those goods or services. ASU 2014-09 will require additional disclosures in the notes to the consolidated financial statements and is effective for annual and interim reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date (ASU 2015-14). This accounting standard defers the effective date of ASU 2014-09 for one year and permits early adoption as of the original effective date.
A cross-functional implementation team has been established consisting of representatives from all of our business segments to review current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to revenue contracts. The implementation team performed a review of samples of customer contracts across the Company’s significant revenue streams. Based on this evaluation, most of the revenue streams will be recorded consistently under both the current and new standards. Certain revenue streams will move from point-in-time or multiple elements to over time because of the continuous transfer of control to customers. The Company is also in the process of identifying and implementing the appropriate changes to business processes and controls to support recognition and disclosure under the new standard, including evaluating new qualitative and quantitative disclosures that will include information on the nature, amount, timing and significant judgments impacting revenue from contracts with customers. Eaton plans to adopt the standard as of the first quarter of 2018 using the modified retrospective approach and will record a cumulative adjustment to equity for open contracts as of January 1, 2018. Eaton is continuing to evaluate the impact of ASU 2014-09 and an estimate of the impact to the consolidated financial statements cannot be made at this time.
In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-02, Leases (Topic 842), (ASU 2016-02). This accounting standard requires that a lessee recognize a lease asset and a lease liability on its balance sheet for all leases, including operating leases, with a term greater than 12 months. ASU 2016-02 will require additional disclosures in the notes to the consolidated financial statements and is effective for annual and interim reporting periods beginning after December 15, 2018. Eaton is evaluating the impact of ASU 2016-02 and an estimate of the impact to the consolidated financial statements cannot be made at this time.

6


Note 2.
FORMATION OF A JOINT VENTURE
On July 31, 2017, Eaton and Cummins, Inc. formed a joint venture for automated transmissions for heavy-duty and medium-duty commercial vehicles. The joint venture is named Eaton Cummins Automated Transmission Technologies. Cummins, Inc. and Eaton each own 50% of the new joint venture. Eaton will account for the joint venture on the equity method of accounting. Eaton received $600 in cash from Cummins, Inc. for a 50% interest in the joint venture. The Company is currently assessing the impact of the transaction to the consolidated financial statements.

Note 3.
ACQUISITION INTEGRATION CHARGES
Eaton incurs integration charges related to acquired businesses. A summary of these charges follows:
 
Three months ended
June 30
 
Six months ended
June 30
 
2017
 
2016
 
2017
 
2016
Electrical Products
$
1

 
$
1

 
$
2

 
$
1

Electrical Systems and Services

 

 

 
1

Total acquisition integration charges before income taxes
1

 
1

 
2

 
2

Income taxes
1

 

 
1

 
1

Total after income taxes
$

 
$
1

 
$
1

 
$
1

Per ordinary share - diluted
$

 
$

 
$

 
$

Business segment acquisition integration charges in 2017 related to the integration of Ephesus Lighting, Inc. (Ephesus), which was acquired in 2015. The charges associated with Ephesus were included in Selling and administrative expense. Business segment acquisition integration charges in 2016 related to the integration of Ephesus and Oxalis Group Ltd. (Oxalis), which was acquired in 2015. The charges associated with Ephesus and Oxalis were included in Selling and administrative expense and Cost of products sold, respectively. In Business Segment Information, the charges reduced Operating profit of the related business segment. See Note 13 for additional information about business segments.

Note 4.
RESTRUCTURING CHARGES
During 2015, Eaton announced its commitment to undertake actions to reduce its cost structure in all business segments and at corporate. Restructuring charges incurred for the three and six months ended June 30, 2017, were $33 and $53, respectively, and were $35 and $98 for the three and six months ended June 30, 2016, respectively. The charges associated with restructuring activities are anticipated to be $100 in 2017.
A summary of restructuring charges by type follows:
 
Three months ended
June 30
 
Six months ended
June 30
 
2017
 
2016
 
2017
 
2016
Workforce reductions
$
17

 
$
20

 
$
25

 
$
77

Plant closings and other
16

 
15

 
28

 
21

Total
$
33

 
$
35

 
$
53

 
$
98


7

Table of Contents

A summary of restructuring charges by segment follows:
 
Three months ended
June 30
 
Six months ended
June 30
 
2017
 
2016
 
2017
 
2016
Electrical Products
$
11

 
$
9

 
$
14

 
$
26

Electrical Systems & Services
5

 
3

 
7

 
13

Hydraulics
8

 
18

 
17

 
34

Aerospace

 

 
1

 
4

Vehicle
3

 
5

 
5

 
17

Corporate
6

 

 
9

 
4

Total
$
33

 
$
35

 
$
53

 
$
98

A summary of liabilities related to workforce reductions, plant closings and other associated costs announced in 2015 follows:
 
Workforce reductions
 
Plant closings and other
 
Total
Balance at December 31, 2015
$
54

 
$

 
$
54

  Liability recognized
177

 
34

 
211

  Payments
(116
)
 
(13
)
 
(129
)
  Other adjustments
(2
)
 
(20
)
 
(22
)
Balance at December 31, 2016
113

 
1

 
114

Liability recognized
25

 
28

 
53

Payments
(56
)
 
(15
)
 
(71
)
Other adjustments
(3
)
 
(9
)
 
(12
)
Balance at June 30, 2017
$
79

 
$
5

 
$
84

These charges were included in Cost of products sold, Selling and administrative expenses or Other income-net, as appropriate. In Business Segment Information, the charges reduced Operating profit of the related business segment. See Note 13 for additional information about business segments.

Note 5.
GOODWILL
Change in the carrying amount of goodwill by segment follows:
 
 
Electrical
Products
 
Electrical
Systems and
Services
 
Hydraulics
 
Aerospace
 
Vehicle
 
Total
December 31, 2016
 
$
6,497

 
$
4,203

 
$
1,221

 
$
938

 
$
342

 
$
13,201

Translation
 
166

 
79

 
24

 
5

 
3

 
277

June 30, 2017
 
$
6,663

 
$
4,282

 
$
1,245

 
$
943

 
$
345

 
$
13,478



8

Table of Contents

Note 6.    RETIREMENT BENEFITS PLANS
The components of retirement benefits expense follow:
 
 
United States
pension benefit expense
 
Non-United States
pension benefit expense
 
Other postretirement
benefits expense
 
 
Three months ended June 30
 
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
Service cost
$
24

 
$
27

 
$
18

 
$
17

 
$

 
$
1

 
Interest cost
31

 
32

 
14

 
16

 
4

 
5

 
Expected return on plan assets
(61
)
 
(62
)
 
(23
)
 
(24
)
 
(1
)
 
(2
)
 
Amortization
21

 
23

 
12

 
8

 
(3
)
 
(2
)
 
 
15

 
20

 
21

 
17

 

 
2

 
Settlements and special termination benefits
17

 
18

 

 

 

 

 
Total expense
$
32

 
$
38

 
$
21

 
$
17

 
$

 
$
2

 
 
 
 
 
United States
pension benefit expense
 
Non-United States
pension benefit expense
 
Other postretirement
benefits expense
 
 
Six months ended June 30
 
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
 
Service cost
$
48

 
$
55

 
$
35

 
$
33

 
$
1

 
$
2

 
Interest cost
62

 
63

 
27

 
32

 
7

 
9

 
Expected return on plan assets
(122
)
 
(125
)
 
(46
)
 
(48
)
 
(2
)
 
(3
)
 
Amortization
41

 
46

 
25

 
17

 
(6
)
 
(4
)
 
 
29

 
39

 
41

 
34

 

 
4

 
Settlements and special termination benefits
34

 
39

 

 

 

 

 
Total expense
$
63

 
$
78

 
$
41

 
$
34

 
$

 
$
4


Note 7.
LEGAL CONTINGENCIES
Eaton is subject to a broad range of claims, administrative and legal proceedings such as lawsuits that relate to contractual allegations, tax audits, patent infringement, personal injuries, antitrust matters and employment-related matters. Eaton is also subject to asbestos claims from historic products which may have contained asbestos. Insurance may cover some of the costs associated with these claims and proceedings. 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 consolidated financial statements.
In December 2010, a Brazilian court held that a judgment obtained by a Brazilian company, Raysul, against another Brazilian company, Saturnia, which was sold by Eaton in 2006, could be enforced against Eaton Ltda. The judgment was based on an alleged violation of an agency agreement between Raysul and Saturnia. At March 31, 2016, the Company had a total accrual of 100 Brazilian Reais related to this matter ($31 based on June 2016 exchange rates). In June 2016, Eaton signed a settlement agreement and resolved the matter, which did not have a material impact on the consolidated financial statements.

Note 8.
INCOME TAXES

The effective income tax rate for second quarter and first six months of 2017 was expense of 10% and 8%, respectively, compared to expense of 11% and 10% for the second quarter and first six months of 2016.  The decreases in the effective tax rate in the second quarter and the first six months of 2017 were due to the resolution of tax contingencies in lower tax jurisdictions and the excess tax benefits recognized for employee share-based payments pursuant to the adoption of ASU 2016-09 as discussed in Note 1.


9

Table of Contents

On July 26, 2017, the United States Tax Court issued a ruling in the previously-disclosed dispute between Eaton Corporation, a subsidiary of the Company ( “Eaton Corp”) and the Internal Revenue Service (the "IRS"). As the Company has previously disclosed, the IRS issued a Notice in 2011 for Eaton Corp’s 2005 and 2006 tax years proposing assessments of $75 million in additional taxes plus $52 million in penalties related primarily to transfer pricing adjustments for products manufactured in Eaton Corp’s facilities in Puerto Rico and the Dominican Republic and sold to affiliated companies located in the U.S. As previously disclosed, the IRS also proposed adjustments related to the same transfer pricing issue in another Notice issued in 2014 for the 2007 through 2010 tax years. Eaton Corp has set its transfer prices for products sold between these affiliates at the same prices that it sells such products to third parties as required by two successive Advance Pricing Agreements (APAs) Eaton Corp entered into with the IRS. The IRS cancelled the APAs and made the proposed adjustments in the 2011 and 2014 Notices, which Eaton Corp disputed in the Tax Court. The Tax Court case involved both whether the APAs should be enforced and, if not, the appropriate transfer pricing methodology. The Tax Court held a trial for the 2005 and 2006 tax years, the outcome of which also applies to the transfer pricing matter in the 2007 through 2010 tax years.
The Tax Court agreed with Eaton Corp that the IRS must abide by the terms of the APAs for the tax years 2005-06, a finding that is also applicable to the 2007-2010 years. The Tax Court’s ruling on the APAs is not expected to have a material impact on Eaton’s consolidated financial statements.

Note 9.
EQUITY
On October 22, 2013, Eaton's Board of Directors adopted a share repurchase program (the 2013 Program). Under the 2013 Program, the ordinary shares were expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During the first quarter of 2016, 1.5 million ordinary shares were repurchased under the 2013 Program in the open market at a total cost of $82. On February 24, 2016, the Board of Directors approved a new share repurchase program for share repurchases up to $2,500 of ordinary shares (2016 Program). Under the 2016 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During the three and six months ended June 30, 2017, 2.7 million and 6.3 million ordinary shares, respectively, were repurchased under the 2016 Program in the open market at a total cost of $210 and $465, respectively. During the three and six months ended June 30, 2016, 3.7 million and 4.0 million ordinary shares, respectively, were repurchased under the 2016 Program in the open market at a total cost of $224 and $242, respectively.
The changes in Shareholders’ equity follow:
 
Eaton
shareholders’
equity
 
Noncontrolling
interests
 
Total
equity
Balance at December 31, 2016
$
14,897

 
$
44

 
$
14,941

Cumulative-effect adjustment upon adoption of ASU 2016-09
48

 

 
48

Net income
947

 
1

 
948

Other comprehensive income
586

 

 
586

Cash dividends paid
(537
)
 
(3
)
 
(540
)
Issuance of shares under equity-based compensation plans - net
76

 

 
76

Repurchase of shares
(465
)
 

 
(465
)
Balance at June 30, 2017
$
15,552

 
$
42

 
$
15,594










10

Table of Contents

The changes in Accumulated other comprehensive loss follow:
 
Currency translation and related hedging instruments
 
Pensions and other postretirement benefits
 
Cash flow
hedges
 
Total
Balance at December 31, 2016
$
(3,062
)
 
$
(1,380
)
 
$
(6
)
 
$
(4,448
)
Other comprehensive (loss) income
   before reclassifications
548

 
(27
)
 
(3
)
 
518

Amounts reclassified from Accumulated other
   comprehensive loss (income)

 
64

 
4

 
68

Net current-period Other comprehensive
   income (loss)
548

 
37

 
1

 
586

Balance at June 30, 2017
$
(2,514
)
 
$
(1,343
)
 
$
(5
)
 
$
(3,862
)
The reclassifications out of Accumulated other comprehensive loss follow:
 
Six months ended June 30, 2017
 
Consolidated statements
of income classification
Amortization of defined benefit pensions and other postretirement benefits items
 
 
 
Actuarial loss and prior service cost
$
(94
)
1 
 
Tax benefit
30

 
 
Total, net of tax
(64
)
 
 
 
 
 
 
Gains and (losses) on cash flow hedges
 
 
 
Currency exchange contracts
(5
)
 
Cost of products sold
Tax benefit
1

 
 
Total, net of tax
(4
)
 
 
 
 
 
 
Total reclassifications for the period
$
(68
)
 
 
1 These components of Accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 6 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 follows:
 
Three months ended
June 30
 
Six months ended
June 30
(Shares in millions)
2017
 
2016
 
2017
 
2016
Net income attributable to Eaton ordinary shareholders
$
515

 
$
491

 
$
947

 
$
895

 
 
 
 
 
 
 
 
Weighted-average number of ordinary shares outstanding - diluted
448.6

 
458.3

 
449.8

 
459.0

Less dilutive effect of equity-based compensation
2.3

 
1.3

 
2.3

 
1.2

Weighted-average number of ordinary shares outstanding - basic
446.3

 
457.0

 
447.5

 
457.8

 
 
 
 
 
 
 
 
Net income per share attributable to Eaton ordinary shareholders
 
 
 
 
 
 
 
Diluted
$
1.15

 
$
1.07

 
$
2.10

 
$
1.95

Basic
1.15

 
1.08

 
2.12

 
1.96

For the second quarter and first six months of 2017, 0.2 million and 0.7 million stock options, respectively, were excluded from the calculation of diluted net income per share attributable to Eaton ordinary shareholders because the exercise price of the options exceeded the average market price of the ordinary shares during the period and their effect, accordingly, would have been antidilutive. For the second quarter and first six months of 2016, 1.5 million and 1.9 million stock options, respectively, were excluded from the calculation of diluted net income per share attributable to Eaton ordinary shareholders because the exercise price of the options exceeded the average market price of the ordinary shares during the period and their effect, accordingly, would have been antidilutive.

11

Table of Contents

Note 10.
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, follows:
 
Total
 
Level 1
 
Level 2
 
Level 3
June 30, 2017
 
 
 
 
 
 
 
Cash
$
312

 
$
312

 
$

 
$

Short-term investments
525

 
525

 

 

Net derivative contracts
64

 

 
64

 

 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
Cash
$
543

 
$
543

 
$

 
$

Short-term investments
203

 
203

 

 

Net derivative contracts
(3
)
 

 
(3
)
 

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. No financial instruments were measured using unobservable inputs.
Other Fair Value Measurements
Long-term debt and the current portion of long-term debt had a carrying value of $7,759 and fair value of $8,093 at June 30, 2017 compared to $8,263 and $8,477, respectively, at December 31, 2016. The fair value of Eaton's debt instruments were estimated using prevailing market interest rates on debt with similar creditworthiness, terms and maturities, and are considered a Level 2 fair value measurement.


12

Table of Contents

Note 11.
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, to a lesser extent, 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 Condensed 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, and is effective, as part of a hedging relationship and, if so, as to 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 effective portion of the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive loss 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 effective portion of the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive loss 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 that is effective is classified in the same line of the Consolidated Statements of Income as the offsetting loss or gain on the hedged item. The change in fair value of a derivative financial instrument that is not effective as a hedge is immediately recognized in income.
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. Gains and losses associated with commodity hedge contracts are classified in Cost of products sold.
Eaton uses 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). Foreign currency denominated debt designated as non-derivative net investment hedging instruments on an after-tax basis was $89 at June 30, 2017 and $86 at December 31, 2016, and designated on a pre-tax basis was $620 at June 30, 2017 and $572 at December 31, 2016.

13

Table of Contents

Derivative Financial Statement Impacts
The fair value of derivative financial instruments recognized in the Condensed Consolidated Balance Sheets follows:
 
Notional
amount
 
Other
 current
assets
 
Other
noncurrent
assets
 
Other
current
liabilities
 
Other
noncurrent
liabilities
 
Type of
hedge
 
Term
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives designated as hedges
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed-to-floating interest rate
 swaps
$
3,715

 
$
3

 
$
60

 
$
1

 
$
7

 
Fair value
 
4 months to 18 years
Forward starting floating-to-fixed
 interest rate swaps
450

 

 
14

 

 
1

 
Cash flow
 
10 years
Interest rate locks
350

 

 
1

 

 
1

 
Cash flow
 
10 to 30 years
Currency exchange contracts
849

 
6

 
2

 
21

 
8

 
Cash flow
 
1 to 36 months
Total
 
 
$
9

 
$
77

 
$
22

 
$
17

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as
 hedges
 
 
 
 
 
 
 
 
 
 
 
 
 
Currency exchange contracts
$
2,626

 
$
43

 
 
 
$
26

 
 
 
 
 
1 to 12 months
Commodity contracts
4

 

 
 
 

 
 
 
 
 
1 to 12 months
Total
 
 
$
43

 


 
$
26

 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives designated as hedges
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed-to-floating interest rate
 swaps
$
3,765

 
$
1

 
$
65

 
$

 
$
8

 
Fair value
 
3 months to 18 years
Forward starting floating-to-fixed
 interest rate swaps
450

 

 
19

 

 
1

 
Cash flow
 
11 years
Currency exchange contracts
802

 
11

 
1

 
22

 
17

 
Cash flow
 
1 to 36 months
Total
 
 
$
12

 
$
85

 
$
22

 
$
26

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as
 hedges
 
 
 
 
 
 
 
 
 
 
 
 
 
Currency exchange contracts
$
5,333

 
$
31

 
 
 
$
85

 
 
 
 
 
1 to 12 months
Commodity contracts
10

 
2

 
 
 

 
 
 
 
 
1 to 12 months
Total
 
 
$
33

 


 
$
85

 


 
 
 
 
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 sales and loans. While Eaton does not elect hedge accounting treatment for these derivatives, Eaton targets managing 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.

14

Table of Contents

The impact of derivative instruments to the Consolidated Statement of Income and Comprehensive Income follow:
 
Gain (loss) recognized in
other comprehensive
(loss) income
 
Location of gain (loss)
reclassified from
Accumulated other
comprehensive loss
 
Gain (loss) reclassified
from Accumulated other
comprehensive loss
 
Three months ended
June 30
 
 
 
Three months ended
June 30
 
2017
 
2016
 
 
 
2017
 
2016
Derivatives designated as
   cash flow hedges
 
 
 
 
 
 
 
 
 
Forward starting floating-to-fixed
 interest rate swaps
$
(5
)
 
$
(10
)
 
Interest expense - net
 
$

 
$

Currency exchange contracts
2

 
(10
)
 
Cost of products sold
 
(1
)
 
(2
)
Total
$
(3
)
 
$
(20
)
 
 
 
$
(1
)
 
$
(2
)
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) recognized in
other comprehensive
(loss) income
 
Location of gain (loss)
reclassified from
Accumulated other
comprehensive loss
 
Gain (loss) reclassified
from Accumulated other
comprehensive loss
 
Six months ended
June 30
 
 
 
Six months ended
June 30
 
2017
 
2016
 
 
 
2017
 
2016
Derivatives designated as cash
flow hedges
 
 
 
 
 
 
 
 
 
Forward starting floating-to-fixed
interest rate swaps
$
(5
)
 
$
(19
)
 
Interest expense - net
 
$

 
$

Currency exchange contracts
1

 
(32
)
 
Cost of products sold
 
(5
)
 
1

Total
$
(4
)

$
(51
)



$
(5
)

$
1


Amounts recognized in net income follow:
 
Three months ended
June 30
 
Six months ended
June 30
 
2017

2016
 
2017
 
2016
Derivatives designated as fair value hedges
 
 
 
 
 
 
 
Fixed-to-floating interest rate swaps
$
8

 
$
30

 
$
(3
)
 
$
106

Related long-term debt converted to floating interest
   rates by interest rate swaps
(8
)
 
(30
)
 
3

 
(106
)
 
$

 
$

 
$

 
$

Gains and losses described above were recognized in Interest expense - net.


15

Table of Contents

Note 12.
INVENTORY
Inventory accounted for using the first-in, first out (FIFO) method is carried at lower of cost or net realizable value. Inventory accounted for using the last-in, first-out (LIFO) method is carried at lower of cost or market. The components of inventory follow:
 
June 30,
2017
 
December 31,
2016
Raw materials
$
924

 
$
880

Work-in-process
432

 
396

Finished goods
1,137

 
1,074

Inventory at FIFO
2,493

 
2,350

Excess of FIFO over LIFO cost
(100
)
 
(96
)
Total inventory
$
2,393

 
$
2,254



16

Table of Contents

Note 13.
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. Eaton’s operating segments are Electrical Products, Electrical Systems and Services, Hydraulics, Aerospace and Vehicle. Operating profit includes the operating profit from intersegment sales. For additional information regarding Eaton’s business segments, see Note 15 to the Consolidated Financial Statements contained in the 2016 Form 10-K.
 
Three months ended
June 30
 
Six months ended
June 30
 
2017
 
2016
 
2017
 
2016
Net sales
 
 
 
 
 
 
 
Electrical Products
$
1,802

 
$
1,784

 
$
3,514

 
$
3,464

Electrical Systems and Services
1,414

 
1,429

 
2,747

 
2,771

Hydraulics
633

 
589

 
1,220

 
1,140

Aerospace
437

 
447

 
865

 
892

Vehicle
846

 
831

 
1,634

 
1,626

Total net sales
$
5,132

 
$
5,080

 
$
9,980

 
$
9,893

 
 
 
 
 
 
 
 
Segment operating profit
 
 
 
 
 
 
 
Electrical Products
$
314

 
$
322

 
$
611

 
$
593

Electrical Systems and Services
194

 
178

 
349

 
337

Hydraulics
74

 
59

 
134

 
100

Aerospace
81

 
83

 
160

 
163

Vehicle
139

 
137

 
247

 
255

Total segment operating profit
802

 
779

 
1,501

 
1,448

 
 
 
 
 
 
 
 
Corporate
 
 
 
 
 
 
 
Amortization of intangible assets
(96
)
 
(98
)
 
(190
)
 
(198
)
Interest expense - net
(60
)
 
(57
)
 
(121
)
 
(114
)
Pension and other postretirement benefits expense
(11
)
 
(13
)
 
(22
)
 
(27
)
Other corporate expense - net
(65
)
 
(58
)
 
(134
)
 
(114
)
Income before income taxes
570

 
553

 
1,034

 
995

Income tax expense
54

 
61

 
86

 
100

Net income
516

 
492

 
948

 
895

Less net income for noncontrolling interests
(1
)
 
(1
)
 
(1
)
 

Net income attributable to Eaton ordinary shareholders
$
515

 
$
491

 
$
947

 
$
895



17


Note 14.
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
On November 14, 2013, Eaton Corporation registered senior notes under the Securities Act of 1933 (the Senior Notes). Eaton and certain other of Eaton's 100% owned direct and indirect subsidiaries (the Guarantors) fully and unconditionally guaranteed (subject, in the case of the Guarantors, other than Eaton, to customary release provisions as described below), on a joint and several basis, the Senior Notes. The following condensed consolidating financial statements are included so that separate financial statements of Eaton, Eaton Corporation and each of the Guarantors are not required to be filed with the Securities and Exchange Commission. The consolidating adjustments primarily relate to eliminations of investments in subsidiaries and intercompany balances and transactions. The condensed consolidating financial statements present investments in subsidiaries using the equity method of accounting.
The guarantee of a Guarantor that is not a parent of the issuer will be automatically and unconditionally released and discharged in the event of any sale of the Guarantor or of all or substantially all of its assets, or in connection with the release or termination of the Guarantor as a guarantor under all other U.S. debt securities or U.S. syndicated credit facilities, subject to limitations set forth in the indenture. The guarantee of a Guarantor that is a direct or indirect parent of the issuer will only be automatically and unconditionally released and discharged in connection with the release or termination of such Guarantor as a guarantor under all other debt securities or syndicated credit facilities (in both cases, U.S. or otherwise), subject to limitations set forth in the indenture.
During 2017 and 2016, the Company undertook certain steps to restructure ownership of various subsidiaries. The transactions were entirely among wholly-owned subsidiaries under the common control of Eaton. This restructuring has been reflected as of the beginning of the earliest period presented below.

18


 
 
 
 
 
 
 
 
 
 
 
 
CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2017
 
Eaton
Corporation
plc
 
Eaton
Corporation
 
Guarantors
 
Other
subsidiaries
 
Consolidating
adjustments
 
Total
Net sales
$

 
$
1,696

 
$
1,672

 
$
3,164

 
$
(1,400
)
 
$
5,132

 
 
 
 
 
 
 
 
 
 
 
 
Cost of products sold

 
1,373

 
1,225

 
2,248

 
(1,396
)
 
3,450

Selling and administrative expense
34

 
342

 
197

 
329

 

 
902

Research and development expense

 
57

 
53

 
40

 

 
150

Interest expense (income) - net

 
58

 
6

 
(4
)
 

 
60

Other expense (income) - net
41

 
7

 
(37
)
 
(11
)
 

 

Equity in loss (earnings) of
   subsidiaries, net of tax
(704
)
 
(185
)
 
(853
)
 
(114
)
 
1,856

 

Intercompany expense (income) - net
114

 
(34
)
 
339

 
(419
)
 

 

Income (loss) before income taxes
515

 
78


742


1,095


(1,860
)

570

Income tax expense (benefit)

 
3

 
3

 
51

 
(3
)
 
54

Net income (loss)
515

 
75


739


1,044


(1,857
)

516

Less net loss (income) for
   noncontrolling interests

 

 

 
(1
)
 

 
(1
)
Net income (loss) attributable to
   Eaton ordinary shareholders
$
515

 
$
75


$
739


$
1,043


$
(1,857
)

$
515

 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
$
323

 
$
(10
)
 
$
322

 
$
408

 
$
(720
)
 
$
323

Total comprehensive income
  (loss) attributable to Eaton
  ordinary shareholders
$
838

 
$
65

 
$
1,061

 
$
1,451

 
$
(2,577
)
 
$
838

 
 
 
 
 
 
 
 
 
 
 
 
CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2016
 
Eaton
Corporation
plc
 
Eaton
Corporation
 
Guarantors
 
Other
subsidiaries
 
Consolidating
adjustments
 
Total
Net sales
$

 
$
1,644

 
$
1,648

 
$
3,057

 
$
(1,269
)
 
$
5,080

 
 
 
 
 
 
 
 
 
 
 
 
Cost of products sold

 
1,263

 
1,203

 
2,224

 
(1,271
)
 
3,419

Selling and administrative expense
2

 
351

 
198

 
346

 

 
897

Research and development expense

 
55

 
47

 
47

 

 
149

Interest expense (income) - net

 
57

 
6

 
(7
)
 
1

 
57

Other expense (income) - net

 
3

 
6

 
(4
)
 

 
5

Equity in loss (earnings) of
   subsidiaries, net of tax
(594
)
 
(154
)
 
(811
)
 
(132
)
 
1,691

 

Intercompany expense (income) - net
101

 
(34
)
 
313

 
(380
)
 

 

Income (loss) before income taxes
491

 
103


686


963


(1,690
)

553

Income tax expense (benefit)

 
13

 
12

 
36

 

 
61

Net income (loss)
491

 
90


674


927


(1,690
)

492

Less net loss (income) for
   noncontrolling interests

 

 

 
(2
)
 
1

 
(1
)
Net income (loss) attributable to
   Eaton ordinary shareholders
$
491

 
$
90


$
674


$
925


$
(1,689
)

$
491

 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
$
(255
)
 
$

 
$
(248
)
 
$
(319
)
 
$
567

 
$
(255
)
Total comprehensive income
   (loss) attributable to Eaton
   ordinary shareholders
$
236

 
$
90

 
$
426

 
$
606

 
$
(1,122
)
 
$
236



19


CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2017
 
Eaton
Corporation
plc
 
Eaton
Corporation
 
Guarantors
 
Other
subsidiaries
 
Consolidating
adjustments
 
Total
Net sales
$

 
$
3,268

 
$
3,267

 
$
6,155

 
$
(2,710
)
 
$
9,980

 
 
 
 
 
 
 
 
 
 
 
 
Cost of products sold

 
2,626

 
2,413

 
4,429

 
(2,708
)
 
6,760

Selling and administrative expense
66

 
668

 
391

 
662

 

 
1,787

Research and development expense

 
111

 
100

 
82

 

 
293

Interest expense (income) - net

 
118

 
11

 
(8
)
 

 
121

Other expense (income) - net
48

 
7

 
(38
)
 
(32
)
 

 
(15
)
Equity in loss (earnings) of
   subsidiaries, net of tax
(1,285
)
 
(375
)
 
(1,725
)
 
(225
)
 
3,610

 

Intercompany expense (income) - net
224

 
(73
)
 
672

 
(823
)
 

 

Income (loss) before income taxes
947

 
186

 
1,443

 
2,070

 
(3,612
)
 
1,034

Income tax expense (benefit)

 

 
19

 
68

 
(1
)
 
86

Net income (loss)
947

 
186

 
1,424

 
2,002

 
(3,611
)
 
948

Less net loss (income) for
   noncontrolling interests

 

 

 
(2
)
 
1

 
(1
)
Net income (loss) attributable to
   Eaton ordinary shareholders
$
947

 
$
186

 
$
1,424

 
$
2,000

 
$
(3,610
)
 
$
947

 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
$
586

 
$
50

 
$
592

 
$
731

 
$
(1,373
)
 
$
586

Total comprehensive income
   (loss) attributable to Eaton
   ordinary shareholders
$
1,533

 
$
236

 
$
2,016

 
$
2,731

 
$
(4,983
)
 
$
1,533

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2016
 
Eaton Corporation plc
 
Eaton
Corporation
 
Guarantors
 
Other
subsidiaries
 
Consolidating
adjustments
 
Total
Net sales
$

 
$
3,182

 
$
3,223

 
$
5,930

 
$
(2,442
)
 
$
9,893

 
 
 
 
 
 
 
 
 
 
 
 
Cost of products sold

 
2,459

 
2,403

 
4,294

 
(2,446
)
 
6,710

Selling and administrative expense
4

 
716

 
394

 
675

 

 
1,789

Research and development expense

 
117

 
96

 
85

 

 
298

Interest expense (income) - net

 
110

 
9

 
(10
)
 
5

 
114

Other expense (income) - net

 
1

 
4

 
(18
)
 

 
(13
)
Equity in loss (earnings) of
   subsidiaries, net of tax
(1,098
)
 
(322
)
 
(1,484
)
 
(229
)
 
3,133

 

Intercompany expense (income) - net
199

 
(70
)
 
568

 
(697
)
 

 

Income (loss) before income taxes
895

 
171

 
1,233

 
1,830

 
(3,134
)
 
995

Income tax expense (benefit)

 
20

 
13

 
67

 

 
100

Net income (loss)
895

 
151

 
1,220

 
1,763

 
(3,134
)
 
895

Less net loss (income) for
   noncontrolling interests

 

 

 
(2
)
 
2

 

Net income (loss) attributable to
   Eaton ordinary shareholders
$
895

 
$
151

 
$
1,220

 
$
1,761

 
$
(3,132
)
 
$
895

 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
$
18

 
$
44

 
$
30

 
$
(10
)
 
$
(64
)
 
$
18

Total comprehensive income (loss) attributable to Eaton
ordinary shareholders
$
913

 
$
195

 
$
1,250

 
$
1,751

 
$
(3,196
)
 
$
913


20


CONDENSED CONSOLIDATING BALANCE SHEETS
JUNE 30, 2017
 
Eaton
Corporation
plc
 
Eaton
Corporation
 
Guarantors
 
Other
subsidiaries
 
Consolidating
adjustments
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
Cash
$

 
$
19

 
$
5

 
$
288

 
$

 
$
312

Short-term investments

 

 

 
525

 

 
525

Accounts receivable - net

 
525

 
1,169

 
2,119

 

 
3,813

Intercompany accounts
   receivable
2

 
752

 
3,524

 
3,596

 
(7,874
)
 

Inventory

 
332

 
655

 
1,487

 
(81
)
 
2,393

Prepaid expenses and
   other current assets

 
108

 
48

 
261

 
27

 
444

Total current assets
2

 
1,736


5,401


8,276

 
(7,928
)
 
7,487

 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and
   equipment - net

 
843

 
696

 
1,991

 

 
3,530

 
 
 
 
 
 
 
 
 
 
 
 
Other noncurrent assets
 
 
 
 
 
 
 
 
 
 
 
Goodwill

 
1,355

 
6,293

 
5,830

 

 
13,478

Other intangible assets

 
162

 
3,351

 
1,897

 

 
5,410

Deferred income taxes

 
927

 

 
243

 
(727
)
 
443

Investment in subsidiaries
34,028

 
13,827

 
74,853

 
12,886

 
(135,594
)
 

Intercompany loans receivable

 
7,695

 
2,481

 
57,519

 
(67,695
)
 

Other assets

 
504

 
141

 
362

 

 
1,007

Total assets
$
34,030

 
$
27,049

 
$
93,216

 
$
89,004

 
$
(211,944
)
 
$
31,355

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and
   shareholders’ equity
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
Short-term debt
$

 
$
811

 
$

 
$
35

 
$

 
$
846

Current portion of
   long-term debt

 
1,456

 
36

 
3

 

 
1,495

Accounts payable

 
457

 
266

 
1,162

 

 
1,885

Intercompany accounts payable
216

 
3,232

 
3,213

 
1,213

 
(7,874
)
 

Accrued compensation

 
78

 
42

 
218

 

 
338

Other current liabilities
1

 
536

 
300

 
910

 
(2
)
 
1,745

Total current liabilities
217

 
6,570

 
3,857

 
3,541

 
(7,876
)
 
6,309

 
 
 
 
 
 
 
 
 
 
 
 
Noncurrent liabilities
 
 
 
 
 
 
 
 
 
 
 
Long-term debt

 
5,310

 
946

 
8

 

 
6,264

Pension liabilities

 
531

 
137

 
910

 

 
1,578

Other postretirement
   benefits liabilities

 
194

 
98

 
72

 

 
364

Deferred income taxes

 

 
680

 
363

 
(727
)
 
316

Intercompany loans payable
18,261

 
2,374

 
45,618

 
1,442

 
(67,695
)
 

Other noncurrent liabilities

 
321

 
225

 
384

 

 
930

Total noncurrent liabilities
18,261

 
8,730


47,704


3,179


(68,422
)

9,452

 
 
 
 
 
 
 
 
 
 
 
 
Shareholders’ equity
 
 
 
 
 
 
 
 
 
 
 
Eaton shareholders' equity
15,552

 
11,749

 
41,655

 
82,247

 
(135,651
)
 
15,552

Noncontrolling interests

 

 

 
37

 
5

 
42

Total equity
15,552

 
11,749

 
41,655

 
82,284

 
(135,646
)
 
15,594

Total liabilities and equity
$
34,030

 
$
27,049


$
93,216


$
89,004


$
(211,944
)

$
31,355


21


CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2016
 
Eaton
Corporation
plc
 
Eaton
Corporation
 
Guarantors
 
Other
subsidiaries
 
Consolidating
adjustments
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
 
Cash
$
1

 
$
92

 
$
4

 
$
446

 
$

 
$
543

Short-term investments

 

 

 
203

 

 
203

Accounts receivable - net

 
536

 
1,049

 
1,975

 

 
3,560

Intercompany accounts
   receivable
5

 
954

 
4,023

 
3,633

 
(8,615
)
 

Inventory

 
342

 
642

 
1,349

 
(79
)
 
2,254

Prepaid expenses and
   other current assets

 
77

 
42

 
237

 
25

 
381

Total current assets
6

 
2,001

 
5,760

 
7,843

 
(8,669
)
 
6,941

 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and
   equipment - net

 
857

 
706

 
1,880

 

 
3,443

 
 
 
 
 
 
 
 
 
 
 
 
Other noncurrent assets
 
 
 
 
 
 
 
 
 
 
 
Goodwill

 
1,355

 
6,293

 
5,553

 

 
13,201

Other intangible assets

 
169

 
3,442

 
1,903

 

 
5,514

Deferred income taxes

 
904

 

 
228

 
(772
)
 
360

Investment in subsidiaries
32,795

 
13,743

 
72,938

 
12,577

 
(132,053
)
 

Intercompany loans receivable

 
7,605

 
2,061

 
56,598

 
(66,264
)
 

Other assets

 
491

 
134

 
335

 

 
960

Total assets
$
32,801

 
$
27,125

 
$
91,334

 
$
86,917

 
$
(207,758
)
 
$
30,419

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and
   shareholders’ equity
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
 
Short-term debt
$

 
$

 
$
8

 
$
6

 
$

 
$
14

Current portion of
   long-term debt

 
1,250

 
296

 
6

 

 
1,552

Accounts payable
1

 
372

 
252

 
1,093

 

 
1,718

Intercompany accounts payable
281

 
3,870

 
3,115

 
1,349

 
(8,615
)
 

Accrued compensation

 
98

 
58

 
223

 

 
379

Other current liabilities
1

 
591

 
291

 
941

 
(2
)
 
1,822

Total current liabilities
283

 
6,181

 
4,020

 
3,618

 
(8,617
)
 
5,485

 
 
 
 
 
 
 
 
 
 
 
 
Noncurrent liabilities
 
 
 
 
 
 
 
 
 
 
 
Long-term debt

 
5,767

 
936

 
8

 

 
6,711

Pension liabilities

 
610

 
161

 
888

 

 
1,659

Other postretirement
   benefits liabilities

 
198

 
99

 
71

 

 
368

Deferred income taxes

 

 
732

 
361

 
(772
)
 
321

Intercompany loans payable
17,621

 
2,603

 
44,788

 
1,252

 
(66,264
)
 

Other noncurrent liabilities

 
327

 
211

 
396

 

 
934

Total noncurrent liabilities
17,621

 
9,505


46,927


2,976


(67,036
)

9,993

 
 
 
 
 
 
 
 
 
 
 
 
Shareholders’ equity
 
 
 
 
 
 
 
 
 
 
 
Eaton shareholders' equity
14,897

 
11,439

 
40,387

 
80,285

 
(132,111
)
 
14,897

Noncontrolling interests

 

 

 
38

 
6

 
44

Total equity
14,897

 
11,439

 
40,387

 
80,323

 
(132,105
)
 
14,941

Total liabilities and equity
$
32,801

 
$
27,125


$
91,334


$
86,917


$
(207,758
)

$
30,419


22


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2017
 
Eaton
Corporation
plc
 
Eaton
Corporation
 
Guarantors
 
Other
subsidiaries
 
Consolidating
adjustments
 
Total
Net cash provided by (used in)
   operating activities
$
573

 
$
(215
)
 
$
697

 
$
1,489

 
$
(1,507
)
 
$
1,037

 
 
 
 
 
 
 
 
 
 
 
 
Investing activities
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures for property,
   plant and equipment

 
(46
)
 
(53
)
 
(147
)
 

 
(246
)
Cash received from sales (paid for acquisitions) of affiliates

 

 
(92
)
 
92

 

 

Sales (purchases) of short-term investments - net

 

 

 
(309
)
 

 
(309
)
Investments in affiliates
(90
)
 

 

 
(90
)
 
180

 

Return of investments in affiliates

 

 
20

 

 
(20
)
 

Loans to affiliates

 
(17
)
 

 
(3,853
)
 
3,870

 

Repayments of loans from affiliates

 
290

 
47

 
3,276

 
(3,613
)
 

Other - net

 
(26
)
 
7

 
(12
)
 

 
(31
)
Net cash provided by (used in) investing activities
(90
)
 
201


(71
)

(1,043
)

417


(586
)
 
 
 
 
 
 
 
 
 
 
 
 
Financing activities
 
 
 
 
 
 
 
 
 
 
 
Proceeds from borrowings

 
811

 

 
21

 

 
832

Payments on borrowings

 
(250
)
 
(289
)
 
(4
)
 

 
(543
)
Proceeds from borrowings from
   affiliates
1,288

 
1,873

 
694

 
15

 
(3,870
)
 

Payments on borrowings from
   affiliates
(819
)
 
(2,366
)
 
(353
)
 
(75
)
 
3,613

 

Capital contributions from affiliates

 

 
90

 
90

 
(180
)
 

Return of capital to affiliates

 

 

 
(20
)
 
20

 

Other intercompany financing
   activities

 
(113
)
 
38

 
75

 

 

Cash dividends paid
(537
)
 

 

 

 

 
(537
)
Cash dividends paid to affiliates

 

 
(800
)
 
(707
)
 
1,507

 

Exercise of employee stock options
49

 

 

 

 

 
49

Repurchase of shares
(465
)
 

 

 

 

 
(465
)
Employee taxes paid from shares withheld

 
(14
)
 
(4
)
 
(3
)
 

 
(21
)
Other - net

 

 
(1
)
 
(3
)
 

 
(4
)
Net cash provided by (used in)
   financing activities
(484
)
 
(59
)

(625
)

(611
)

1,090


(689
)
 
 
 
 
 
 
 
 
 
 
 
 
Effect of currency on cash

 

 

 
7

 

 
7

Total increase (decrease) in cash
(1
)
 
(73
)

1


(158
)



(231
)
Cash at the beginning of the period
1

 
92

 
4

 
446

 

 
543

Cash at the end of the period
$

 
$
19


$
5


$
288


$


$
312


23


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2016
 
Eaton
Corporation
plc
 
Eaton
Corporation
 
Guarantors
 
Other
subsidiaries
 
Consolidating
adjustments
 
Total
Net cash provided by (used in)
   operating activities
$
(156
)
 
$
33

 
$
(298
)
 
$
1,554

 
$

 
$
1,133

 
 
 
 
 
 
 
 
 
 
 
 
Investing activities
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures for property,
   plant and equipment

 
(40
)
 
(49
)
 
(157
)
 

 
(246
)
Cash received from (paid for) acquisitions of businesses, net of cash acquired

 

 
1

 

 

 
1

Sales (purchases) of short-term
investments - net

 

 
2

 
36

 

 
38

Investments in affiliates
(1,250
)
 

 
(120
)
 
(1,370
)
 
2,740

 

Return of investments in affiliates

 

 
47

 

 
(47
)
 

Loans to affiliates

 
(284
)
 
(47
)
 
(4,236
)
 
4,567

 

Repayments of loans from affiliates

 
1,280

 

 
2,922

 
(4,202
)
 

Other - net

 
2

 
25

 
(24
)
 

 
3

Net cash provided by (used in)
   investing activities
(1,250
)
 
958


(141
)

(2,829
)

3,058


(204
)
 
 
 
 
 
 
 
 
 
 
 
 
Financing activities
 
 
 
 
 
 
 
 
 
 
 
Proceeds from borrowings

 
145

 

 
6

 

 
151

Payments on borrowings

 

 
(240
)
 

 

 
(240
)
Proceeds from borrowings from
   affiliates
2,203

 
1,385

 
786

 
193

 
(4,567
)
 

Payments on borrowings from
   affiliates
(18
)
 
(2,493
)
 
(1,658
)
 
(33
)
 
4,202

 

Capital contributions from affiliates

 

 
1,370

 
1,370

 
(2,740
)
 

Return of capital to affiliates

 

 

 
(47
)
 
47

 

Other intercompany financing activities

 
(43
)
 
183

 
(140
)
 

 

Cash dividends paid
(521
)
 

 

 

 

 
(521
)
Exercise of employee stock options
37

 

 

 

 

 
37

Repurchase of shares
(295
)
 

 

 

 

 
(295
)
Employee taxes paid from shares withheld

 
(10
)
 
(4
)
 
(3
)
 

 
(17
)
Other - net

 
3

 

 

 

 
3

Net cash provided by (used in)
   financing activities
1,406

 
(1,013
)

437


1,346


(3,058
)

(882
)
 
 
 
 
 
 
 
 
 
 
 
 
Effect of currency on cash

 

 

 
8

 

 
8

Total increase (decrease) in cash

 
(22
)

(2
)

79




55

Cash at the beginning of the period

 
26

 
7

 
235

 

 
268

Cash at the end of the period
$

 
$
4


$
5


$
314


$


$
323



24

Table of Contents

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).

COMPANY OVERVIEW
Eaton Corporation plc (Eaton or the Company) is a power management company with 2016 net sales of $19.7 billion. The Company provides energy-efficient solutions that help its customers effectively manage electrical, hydraulic, and mechanical power more efficiently, safely, and sustainably. Eaton has approximately 95,000 employees in over 60 countries and sells products to customers in more than 175 countries.
Summary of Results of Operations
A summary of Eaton’s Net sales, Net income attributable to Eaton ordinary shareholders, and Net income per share attributable to Eaton ordinary shareholders - diluted follows:
 
Three months ended
June 30
 
Six months ended
June 30
 
2017
 
2016
 
2017
 
2016
Net sales
$
5,132

 
$
5,080

 
$
9,980

 
$
9,893

Net income attributable to Eaton ordinary shareholders
515

 
491

 
947

 
895

Net income per share attributable to Eaton ordinary shareholders - diluted
$
1.15

 
$
1.07

 
$
2.10

 
$
1.95

During 2015, Eaton announced a multi-year restructuring initiative to reduce its cost structure and gain efficiencies in all business segments and at corporate in order to respond to declining market conditions. Restructuring charges in the second quarter and first six months of 2017 were $33 and $53, respectively, and were $35 and $98 in 2016, respectively. Charges from this initiative are primarily comprised of severance costs. Restructuring charges are anticipated to be $100 in 2017. The projected annualized savings from these restructuring actions are expected to be $518, when fully realized in 2018.

RESULTS OF OPERATIONS
Non-GAAP Financial Measures
The following discussion of Consolidated Financial Results and Business Segment Results of Operations includes certain non-GAAP financial measures. These financial measures include operating earnings, operating earnings per ordinary share, and operating profit before acquisition integration charges for each business segment as well as corporate, each of which differs from the most directly comparable measure calculated in accordance with generally accepted accounting principles (GAAP). A reconciliation of operating earnings and operating earnings per ordinary share to the most directly comparable GAAP measure is included in the table below. Operating profit before acquisition integration charges is reconciled in the discussion of the operating results of each business segment, and excludes acquisition integration expense related to integration of Ephesus Lighting, Inc. in 2017 and 2016 and Oxalis Group Ltd. in 2016. Management believes that these financial measures are useful to investors because they exclude certain transactions, allowing 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 and each business segment. For additional information on acquisition integration charges, see Note 3 to the Consolidated Financial Statements.


25

Table of Contents

Consolidated Financial Results
 
Three months ended
June 30
 
Increase (decrease)
 
Six months ended
June 30
 
Increase (decrease)
 
2017
 
2016
 
 
2017
 
2016
 
Net sales
$
5,132

 
$
5,080

 
1
%
 
$
9,980

 
$
9,893

 
1
%
Gross profit
1,682

 
1,661

 
1
%
 
3,220

 
3,183

 
1
%
Percent of net sales
32.8
%
 
32.7
%
 
 
 
32.3
%
 
32.2
%
 
 
Income before income taxes
570

 
553

 
3
%
 
1,034

 
995

 
4
%
Net income
516

 
492

 
5
%
 
948

 
895

 
6
%
Less net income for noncontrolling interests
(1
)
 
(1
)
 
 
 
(1
)
 

 
 
Net income attributable to Eaton
   ordinary shareholders
515

 
491

 
5
%
 
947

 
895

 
6
%
Excluding acquisition integration charges,
  after-tax (Note 3)

 
1

 
 
 
1

 
1

 
 
Operating earnings
$
515

 
$
492

 
5
%
 
$
948

 
$
896

 
6
%
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share attributable to Eaton ordinary shareholders - diluted
$
1.15

 
$
1.07

 
7
%
 
$
2.10

 
$
1.95

 
8
%
Excluding per share impact of acquisition
   integration charges, after-tax (Note 3)

 

 
 
 

 

 
 
Operating earnings per ordinary share
$
1.15

 
$
1.07

 
7
%
 
$
2.10

 
$
1.95

 
8
%
Net Sales
Net sales increased 1% in the second quarter and the first six months of 2017 compared to the second quarter and first six months of 2016 due to an increase of 2% in organic sales, partially offset by a decrease of 1% from the impact of negative currency translation. The increase in organic sales in the second quarter and first six months of 2017 was primarily due to higher sales volumes in the Electrical Products and Hydraulics business segments.
Gross Profit
Gross profit margin increased from 32.7% in the second quarter of 2016 to 32.8% in the second quarter of 2017, and from 32.2% in the first six months of 2016 to 32.3% in the first six months of 2017. The increase in gross profit margin was primarily due to higher sales volumes, savings from restructuring actions, and lower restructuring charges, partially offset by commodity inflation, and unfavorable product mix.
Income Taxes
The effective income tax rate for second quarter and first six months of 2017 was expense of 10% and 8%, respectively, compared to expense of 11% and 10% for the second quarter and first six months of 2016.  The decreases in the effective tax rate in the second quarter and the first six months of 2017 were due to the resolution of tax contingencies in lower tax jurisdictions and the excess tax benefits recognized for employee share-based payments pursuant to the adoption of ASU 2016-09 as discussed in Note 1.
Net Income
Net income attributable to Eaton ordinary shareholders of $515 in the second quarter of 2017 increased 5% compared to Net income attributable to Eaton ordinary shareholders of $491 in the second quarter of 2016. Net income attributable to Eaton ordinary shareholders in the first six months of 2017 was $947, an increase of 6% compared to $895 in the first six months of 2016. The increase in the second quarter and first six months of 2017 was primarily due to higher sales volumes, savings from restructuring actions, lower restructuring charges, and a lower tax rate, partially offset by commodity inflation, and unfavorable product mix.
Net income per ordinary share increased to $1.15 in the second quarter of 2017 compared to $1.07 in the second quarter of 2016. Net income per ordinary share increased to $2.10 in the first six months of 2017 compared to $1.95 in the first six months of 2016. The increase in the Net income per ordinary share in the second quarter and first six months of 2017 was due to higher Net income attributable to Eaton ordinary shareholders and the Company's share repurchases over the past year.

26

Table of Contents

Operating Earnings
Operating earnings of $515 in the second quarter of 2017 increased 5% compared to Operating earnings of $492 in the second quarter of 2016. Operating earnings in the first six months of 2017 was $948, an increase of 6% compared to $896 in the first six months of 2016. The increase in Operating earnings in the second quarter and the first six months of 2017 was primarily due to higher Net income attributable to Eaton ordinary shareholders.
Operating earnings per ordinary share increased to $1.15 in the second quarter of 2017 compared to $1.07 in the second quarter of 2016. Operating earnings per ordinary share increased to $2.10 in the first six months of 2017 compared to $1.95 in the first six months of 2016. The increase in Operating earnings per ordinary share in the second quarter and first six months of 2017 was due to higher Operating earnings and the impact of the Company's share repurchases over the past year.
Business Segment Results of Operations
The following is a discussion of Net sales, operating profit and operating margin by business segment, which includes a discussion of operating profit and operating profit margin before acquisition integration charges. For additional information related to acquisition integration charges, see Note 3 to the Condensed Consolidated Financial Statements.
Electrical Products
 
Three months ended
June 30
 
Increase (decrease)
 
Six months ended
June 30
 
Increase (decrease)
 
2017
 
2016
 
 
2017
 
2016
 
Net sales
$
1,802

 
$
1,784

 
1
 %
 
$
3,514

 
$
3,464

 
1
%
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit
$
314

 
$
322

 
(2
)%
 
$
611

 
$
593

 
3
%
Operating margin
17.4
%
 
18.0
%
 
 
 
17.4
%
 
17.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition integration charges
$
1

 
$
1

 
 
 
$
2

 
$
1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Before acquisition integration charges
 
 
 
 
 
 
 
 
 
 
 
Operating profit
$
315

 
$
323

 
(2
)%
 
$
613

 
$
594

 
3
%
Operating margin
17.5
%
 
18.1
%
 
 
 
17.4
%
 
17.1
%
 
 
Net sales increased 1% in the second quarter and the first six months of 2017 compared to the second quarter and first six months of 2016 due to an increase of 2% in organic sales, partially offset by a decrease of 1% from the impact of negative currency translation. Organic sales grew in the second quarter and first six months of 2017 in all regions.
Operating margin decreased from 18.0% in the second quarter of 2016 to 17.4% in the second quarter of 2017. The decrease in operating margin in the second quarter 2017 was primarily due to commodity inflation and increased investments in research and development, partially offset by savings from restructuring actions. Operating margin increased from 17.1% in the first six months of 2016 to 17.4% in the first six months of 2017. The increase in operating margin in the first six months of 2017 was primarily due to higher sales volumes, lower restructuring charges, and savings from restructuring actions, partially offset by commodity inflation and increased investments in research and development.
Operating margin before acquisition integration charges decreased from 18.1% in the second quarter of 2016 to 17.5% in the second quarter of 2017 due to a decrease in operating margin, and increased from 17.1% in the first six months of 2016 to 17.4% in the first six month of 2017 due to an increase in operating margin.

27

Table of Contents

Electrical Systems and Services
 
Three months ended
June 30
 
Increase (decrease)
 
Six months ended
June 30
 
Increase (decrease)
 
2017
 
2016
 
 
2017
 
2016
 
Net sales
$
1,414

 
$
1,429

 
(1
)%
 
$
2,747

 
$
2,771

 
(1
)%
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit
$
194

 
$
178

 
9
 %
 
$
349

 
$
337

 
4
 %
Operating margin
13.7
%
 
12.5
%
 
 
 
12.7
%
 
12.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition integration charges
$

 
$

 
 
 
$

 
$
1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Before acquisition integration charges
 
 
 
 
 
 
 
 
 
 
 
Operating profit
$
194

 
$
178

 
9
 %
 
$
349

 
$
338

 
3
 %
Operating margin
13.7
%
 
12.5
%
 
 
 
12.7
%
 
12.2
%
 
 
Net sales decreased 1% in the second quarter and first six months of 2017 compared to the second quarter and first six months of 2016 due to a decrease of 1% from the impact of negative currency translation. Organic sales were flat in the second quarter and first six months of 2017.
Operating margin increased from 12.5% in the second quarter of 2016 to 13.7% in the second quarter of 2017, and from 12.2% in the first six months of 2016 to 12.7% in the first six months of 2017. The increase in operating margin in the second quarter and first six months of 2017 was primarily due to savings from restructuring actions, other cost control measures and a litigation charge in 2016, partially offset by unfavorable product mix and commodity inflation.
Operating margin before acquisition integration charges increased from 12.2% in the first six months of 2016 to 12.7% in the first six months of 2017 due to an increase in operating margin.
Hydraulics
 
Three months ended
June 30
 
Increase (decrease)
 
Six months ended
June 30
 
Increase (decrease)
 
2017
 
2016
 
 
2017
 
2016
 
Net sales
$
633

 
$
589

 
7
%
 
$
1,220

 
$
1,140

 
7
%
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit
$
74

 
$
59

 
25
%
 
$
134

 
$
100

 
34
%
Operating margin
11.7
%
 
10.0
%
 
 
 
11.0
%
 
8.8
%
 
 
Net sales increased 7% in the second quarter and first six months of 2017 compared to the second quarter and first six months of 2016 due to an increase of 9% in organic sales, partially offset by a decrease of 2% from the impact of negative currency translation. The increase in organic sales in the second quarter and first six months of 2017 was due to strength in global mobile OEM markets and distribution channels.
Operating margin increased from 10.0% in the second quarter of 2016 to 11.7% in the second quarter of 2017, and from 8.8% in the first six months of 2016 to 11.0% in the first six months of 2017. The increase in operating margin in the second quarter and first six months of 2017 was primarily due to higher sales volumes, savings from restructuring actions and lower restructuring charges, partially offset by commodity inflation and unfavorable product mix.

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Aerospace
 
Three months ended
June 30
 
Increase (decrease)
 
Six months ended
June 30
 
Increase (decrease)
 
2017
 
2016
 
 
2017
 
2016
 
Net sales
$
437

 
$
447

 
(2
)%
 
$
865

 
$
892

 
(3
)%
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit
$
81

 
$
83

 
(2
)%
 
$
160

 
$
163

 
(2
)%
Operating margin
18.5
%
 
18.6
%
 
 
 
18.5
%
 
18.3
%
 
 
Net sales in the second quarter of 2017 decreased 2% compared to the second quarter of 2016 due to a decrease of 2% from the impact of negative currency translation. Organic sales were flat in the second quarter of 2017. Net sales decreased 3% in the first six months of 2017 compared to the first six months of 2016 due to a decrease of 2% from the impact of negative currency translation and a decrease of 1% in organic sales. The decrease in organic sales in the first six months of 2017 was primarily due to lower sales in military aftermarket, business and regional jets, and lower cost reimbursements on certain engineering programs, partially offset by growth in commercial transports.
Operating margin decreased in the second quarter from 18.6% in 2016 to 18.5% in 2017 primarily due to unfavorable product mix. Operating margin increased from 18.3% in the first six months of 2016 to 18.5% in the first six months of 2017. The increase in operating margin in the first six months of 2017 was due to savings from restructuring actions and lower restructuring charges, partially offset by lower sales volumes.
Vehicle
 
Three months ended
June 30
 
Increase (decrease)
 
Six months ended
June 30
 
Increase (decrease)
 
2017
 
2016
 
 
2017
 
2016
 
Net sales
$
846

 
$
831

 
2
%
 
$
1,634

 
$
1,626

 
 %
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit
$
139

 
$
137

 
1
%
 
$
247

 
$
255

 
(3
)%
Operating margin
16.4
%
 
16.5
%
 
 
 
15.1
%
 
15.7
%
 
 
Net sales increased 2% in the second quarter of 2017 compared to the second quarter of 2016 due to an increase of 1% in organic sales and an increase of 1% from the impact of positive currency translation. The increase in organic sales in the second quarter of 2017 was primarily due to growth in North American and South American markets, partially offset by lower sales in Europe. Net sales were flat in the first six months of 2017 compared to the first six months of 2016 with no impact from either organic sales or foreign currency translation.
Operating margin decreased from 16.5% in the second quarter of 2016 to 16.4% in the second quarter of 2017 primarily due to commodity inflation and unfavorable product mix, partially offset by higher sales volumes and savings from restructuring actions. Operating margin decreased from 15.7% in the first six months of 2016 to 15.1% in the first six months of 2017 primarily due to commodity inflation, unfavorable product mix, and higher warranty costs, partially offset by savings from restructuring actions and lower restructuring charges.
   

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Table of Contents

Corporate Expense
 
Three months ended
June 30
 
Increase (decrease)
 
Six months ended
June 30
 
Increase (decrease)
 
2017
 
2016
 
 
2017
 
2016
 
Amortization of intangible assets
$
96

 
$
98

 
(2
)%
 
$
190

 
$
198

 
(4
)%
Interest expense - net
60

 
57

 
5
 %
 
121

 
114

 
6
 %
Pension and other postretirement
   benefits expense
11

 
13

 
(15
)%
 
22

 
27

 
(19
)%
Other corporate expense - net
65

 
58

 
12
 %
 
134

 
114

 
18
 %
Total corporate expense
$
232

 
$
226

 
3
 %
 
$
467

 
$
453

 
3
 %
Total corporate expense increased 3% from $226 in the second quarter of 2016 to $232 in the second quarter of 2017. Total corporate expense increased 3% from $453 in the first six months of 2016 to $467 in the first six months of 2017. The increase in Total corporate expense for the second quarter and first six months of 2017 was primarily due to an increase in other corporate expense - net driven by an increase to the LIFO inventory reserve and higher corporate restructuring expenses, partially offset by a decrease in amortization of intangible assets and in pension and other postretirement benefits expense.

LIQUIDITY, CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION
Financial Condition and Liquidity
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. The Company maintains access to the commercial paper markets through a $2,000 commercial paper program, which is supported by credit facilities in the aggregate principal amount of $2,000. There were no borrowings outstanding under these revolving credit facilities at June 30, 2017. Over the course of a year, cash, short-term investments and short-term debt may fluctuate in order to manage global liquidity. Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, and access to capital markets in excess of the liquidity necessary to meet future operating needs of the business as well as scheduled payments of long-term debt.
Eaton was in compliance with each of its debt covenants for all periods presented.
Sources and Uses of Cash
Operating Cash Flow
Net cash provided by operating activities was $1,037 in the first six months of 2017, a decrease of $96 in the source of cash compared to $1,133 in the first six months of 2016. The decrease in net cash provided by operating activities was driven by higher pension contributions which totaled $160 in the first six months of 2017 compared to $74 in the first six months of 2016.
Investing Cash Flow
Net cash used in investing activities was $586 in the first six months of 2017, an increase in the use of cash of $382 compared to $204 in the first six months of 2016. The increase in the use of cash was primarily driven by net purchases of short-term investments of $309 in 2017 compared to net sales of short-term investments of $38 in 2016.
Financing Cash Flow
Net cash used in financing activities was $689 in the first six months of 2017, a decrease of $193 in the use of cash compared to $882 in the first six months of 2016. The decrease in the use of cash was primarily due to an increase of $681 in proceeds from borrowings which totaled $832 in 2017 and $151 in 2016. This was partially offset by an increase of $303 in payments on borrowings which totaled $543 in 2017 and $240 in 2016, and a $170 increase in share repurchases during the first six months of 2017 compared to the first six months of 2016.


30

Table of Contents

FORWARD-LOOKING STATEMENTS
This Form 10-Q Report contains forward-looking statements concerning litigation and regulatory developments, and the costs and benefits of restructuring actions, among other matters. 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: 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; competitive pressures on sales and pricing; unanticipated changes in the cost of material and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute resolutions; strikes or other labor unrest; the impact of acquisitions and divestitures; unanticipated difficulties integrating acquisitions; new laws and governmental regulations; interest rate changes; tax rate changes or exposure to additional income tax liability; stock market and currency fluctuations; war, 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, 2016.

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 Craig Arnold - Principal Executive Officer; and Richard H. Fearon - Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, management concluded that Eaton’s disclosure controls and procedures were effective as of June 30, 2017.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in Eaton’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Eaton’s reports filed under the Exchange Act is accumulated and communicated to management, including Eaton’s Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
During the second quarter of 2017, 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.

PART II — OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS.
Information regarding the Company's current legal proceedings is presented in Note 7 of the Notes to the Condensed Consolidated Financial Statements.

ITEM 1A.
RISK FACTORS.
“Item 1A. Risk Factors” in Eaton's 2016 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 2016 Form 10-K.


31


ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(c) Issuer's Purchases of Equity Securities
During the second quarter of 2017, 2.7 million ordinary shares were repurchased in the open market at a total cost of $210 million. These shares were repurchased under the program approved by the Board on February 24, 2016. A summary of the shares repurchased in the second quarter of 2017 follows:
Month
 
Total number
of shares
purchased
 
Average
price paid
per share
 
Total number of
shares purchased as
part of publicly
announced
plans or programs
 
Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
April
 

 
$

 

 
$
1,598

May
 
2,471,704

 
$
76.61

 
2,471,704

 
$
1,409

June
 
271,439

 
$
76.02

 
271,439

 
$
1,388

Total
 
2,743,143

 
$
76.55

 
2,743,143

 
 

ITEM 5.
OTHER INFORMATION.

Disclosure Pursuant to Section 13r of the Exchange Act

Set forth below is a description of all matters reported by us pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act. Concurrently with the filing of this Quarterly Report, we are filing a notice pursuant to Section 13(r) of the Exchange Act that such matters have been disclosed in this Quarterly Report.

During the second quarter, our wholly-owned non-U.S. subsidiaries sold electrical products, consisting of lighting fixtures, floodlights, cable glands, stopping plugs and sockets, to distributors who have told us that the ultimate customers are owned by the government of Iran. We received total revenue of approximately 111,582 Euros and realized net profits of approximately 23,918 Euros from the sales (approximately $121,262 and $25,993 in whole dollars, respectively, at the exchange rates for U.S. dollars at the date of the sale transactions).  One or more of our non-U.S. subsidiaries intend to continue doing business in Iran under General License H in compliance with U.S. economic sanctions and export control laws, though the Company has no assets or employees in Iran.

ITEM 6.
EXHIBITS.
Exhibits — See Exhibit Index attached.


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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:
August 1, 2017
By:
/s/ Richard H. Fearon
 
 
 
 
Richard H. Fearon
 
 
 
 
Principal Financial Officer
 
 
 
(On behalf of the registrant and as Principal Financial Officer)
 
 
 
 
 


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Table of Contents

Eaton Corporation plc
Second Quarter 2017 Report on Form 10-Q
Exhibit Index
3 (i)
 
Certificate of Incorporation — Incorporated by reference to the Form S-8 filed November 30, 2012
 
 
 
3 (ii)
 
Amended and Restated Memorandum and Articles of Incorporation — Incorporated by reference to the Form 8-K filed on May 1, 2017
 
 
 
3 (iii)
 
Memorandum of Association — Incorporated by reference to the Form 10-Q Report for the three months ended
March 31, 2016
 
 
 
4.1
 
Indenture dated as of November 20, 2012, among Turlock Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of Eaton Corporation plc's Form 8-K Current Report filed on November 26, 2012 (Commission File No. 333-182303))
 
 
 
4.2
 
Supplemental Indenture No. 1, dated as of November 30, 2012, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of the registrant's Form S-4 filed on September 16, 2013)
 
 
 
4.3
 
Supplemental Indenture No. 2, dated as of January 8, 2013, among Eaton Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference Exhibit 4.3 of the registrant's Form S-4 filed on September 16, 2013)
 
 
 
4.4
 
Pursuant to Regulation S-K Item 601(b)(4), Eaton agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its long-term debt other than those set forth in Exhibits 4.1-4.3 hereto
 
 
 
12
 
Ratio of Earnings to Fixed Charges — Filed in conjunction with this Form 10-Q Report *
 
 
 
31.1
 
Certification of Principal Executive Officer (Pursuant to Rule 13a-14(a)) — Filed in conjunction with this Form 10-Q Report *
 
 
 
31.2
 
Certification of Principal Financial Officer (Pursuant to Rule 13a-14(a)) — Filed in conjunction with this Form 10-Q Report *
 
 
 
32.1
 
Certification of Principal Executive Officer (Pursuant to Rule 13a-14(b) as adopted pursuant to Section 906 of the Sarbanes-Oxley Act) — Filed in conjunction with this Form 10-Q Report *
 
 
 
32.2
 
Certification of Principal Financial Officer (Pursuant to Rule 13a-14(b) as adopted pursuant to Section 906 of the Sarbanes-Oxley Act) — Filed in conjunction with this Form 10-Q Report *
 
 
 
101.INS
 
XBRL Instance Document *
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document *
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document *
 
 
 
101.DEF
 
XBRL Taxonomy Extension Label Definition Document *
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document *
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document *
_______________________________
*
 
Submitted electronically herewith.
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for the three months ended June 30, 2017 and 2016, (ii) Consolidated Statements of Comprehensive Income for the three months ended June 30, 2017 and 2016, (iii) Condensed Consolidated Balance Sheets at June 30, 2017 and December 31, 2016, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016 and (v) Notes to Condensed Consolidated Financial Statements for the six months ended June 30, 2017.


34