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

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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 March 31, 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 447.3 million Ordinary Shares outstanding as of March 31, 2017.

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TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS	2
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26
ITEM 4. CONTROLS AND PROCEDURES	26
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	26
ITEM 1A. RISK FACTORS	26
ITEM 2. UNRESTRICTED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	27
ITEM 5. OTHER INFORMATION	27
ITEM 6. EXHIBITS	27
SIGNATURES	28
EXHIBIT INDEX	29
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

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PART I — FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS.

EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF INCOME



	Three months ended March 31
(In millions except for per share data)	2017			2016
Net sales	$	4,848		$	4,813

Cost of products sold	3,310			3,291
Selling and administrative expense	885			892
Research and development expense	143			149
Interest expense - net	61			57
Other income - net	(15		)	(18		)
Income before income taxes	464			442
Income tax expense	32			39
Net income	432			403
Less net loss for noncontrolling interests	—			1
Net income attributable to Eaton ordinary shareholders	$	432		$	404

Net income per share attributable to Eaton ordinary shareholders
Diluted	$	0.96		$	0.88
Basic	0.96			0.88

Weighted-average number of ordinary shares outstanding
Diluted	451.0			459.8
Basic	448.8			458.6

Cash dividends declared per ordinary share	$	0.60		$	0.57

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 March 31
(In millions)	2017		2016
Net income	$	432	$	403
Less net loss for noncontrolling interests	—		1
Net income attributable to Eaton ordinary shareholders	432		404

Other comprehensive income, net of tax
Currency translation and related hedging instruments	228		261
Pensions and other postretirement benefits	33		34
Cash flow hedges	2		(22		)
Other comprehensive income attributable to Eaton ordinary shareholders	263		273

Total comprehensive income attributable to Eaton ordinary shareholders	$	695	$	677

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

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EATON CORPORATION plc

CONDENSED CONSOLIDATED BALANCE SHEETS



(In millions)	March 31, 2017			December 31, 2016
Assets
Current assets
Cash	$	222		$	543
Short-term investments	301			203
Accounts receivable - net	3,673			3,560
Inventory	2,344			2,254
Prepaid expenses and other current assets	435			381
Total current assets	6,975			6,941

Property, plant and equipment
Land and buildings	2,413			2,369
Machinery and equipment	5,792			5,670
Gross property, plant and equipment	8,205			8,039
Accumulated depreciation	(4,724		)	(4,596		)
Net property, plant and equipment	3,481			3,443

Other noncurrent assets
Goodwill	13,296			13,201
Other intangible assets	5,441			5,514
Deferred income taxes	439			360
Other assets	979			960
Total assets	$	30,611		$	30,419

Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	208		$	14
Current portion of long-term debt	1,328			1,552
Accounts payable	1,891			1,718
Accrued compensation	270			379
Other current liabilities	1,860			1,822
Total current liabilities	5,557			5,485

Noncurrent liabilities
Long-term debt	6,677			6,711
Pension liabilities	1,553			1,659
Other postretirement benefits liabilities	366			368
Deferred income taxes	319			321
Other noncurrent liabilities	940			934
Total noncurrent liabilities	9,855			9,993

Shareholders’ equity
Eaton shareholders’ equity	15,157			14,897
Noncontrolling interests	42			44
Total equity	15,199			14,941
Total liabilities and equity	$	30,611		$	30,419

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



	Three months ended March 31
(In millions)	2017			2016
Operating activities
Net income	$	432		$	403
Adjustments to reconcile to net cash provided by operating activities
Depreciation and amortization	225			233
Deferred income taxes	(38		)	(13		)
Pension and other postretirement benefits expense	51			59
Contributions to pension plans	(128		)	(42		)
Contributions to other postretirement benefits plans	(6		)	(11		)
Changes in working capital	(163		)	(296		)
Other - net	90			55
Net cash provided by operating activities	463			388

Investing activities
Capital expenditures for property, plant and equipment	(116		)	(111		)
Cash received from acquisitions of businesses, net of cash acquired	—			1
Purchases of short-term investments - net	(93		)	(53		)
Other - net	(20		)	4
Net cash used in investing activities	(229		)	(159		)

Financing activities
Proceeds from borrowings	194			418
Payments on borrowings	(254		)	(241		)
Cash dividends paid	(263		)	(256		)
Exercise of employee stock options	38			17
Repurchase of shares	(255		)	(100		)
Employee taxes paid from shares withheld	(20		)	(17		)
Other - net	(3		)	2
Net cash used in financing activities	(563		)	(177		)

Effect of currency on cash	8			13
Total (decrease) increase in cash	(321		)	65
Cash at the beginning of the period	543			268
Cash at the end of the period	$	222		$	333

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

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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).


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 $20 and $17 for the first quarter 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. The implementation team is working to analyze the impact of the standard on the Company's contract portfolio by reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to revenue contracts. In addition, the Company is in the process of identifying and implementing the appropriate changes to business processes and controls to support recognition and disclosure under the new standard. 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. Certain revenues will move from point-in-time or multiple elements to over time because of the continuous transfer of control to customers. 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.

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Note 2.	ACQUISITION INTEGRATION CHARGES

Eaton incurs integration charges related to acquired businesses. A summary of these charges follows:



	Three months ended March 31
	2017		2016
Electrical Products	$	1	$	—
Electrical Systems and Services	—		1
Total acquisition integration charges before income taxes	1		1
Income taxes	—		1
Total after income taxes	$	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 Oxalis Group Ltd. (Oxalis), which was acquired in 2015. The charges associated with Oxalis were included in Cost of products sold. In Business Segment Information, the charges reduced Operating profit of the related business segment. See Note 12 for additional information about business segments.


Note 3.	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 in the first quarter of 2017 and 2016 were $20 and $63, 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 March 31
	2017		2016
Workforce reductions	$	8	$	57
Plant closings and other	12		6
Total	$	20	$	63

A summary of restructuring charges by segment follows:



	Three months ended March 31
	2017		2016
Electrical Products	$	3	$	17
Electrical Systems & Services	2		10
Hydraulics	9		16
Aerospace	1		4
Vehicle	2		12
Corporate	3		4
Total	$	20	$	63

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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	8			12			20
Payments	(32		)	(8		)	(40		)
Other adjustments	(3		)	(4		)	(7		)
Balance at March 31, 2017	$	86		$	1		$	87

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 12 for additional information about business segments.


Note 4.	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	56		32		5		1		1		95
March 31, 2017	$	6,553	$	4,235	$	1,226	$	939	$	343	$	13,296

Note 5. 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 March 31
	2017			2016			2017			2016			2017			2016
Service cost	$	24		$	28		$	17		$	16		$	1		$	1
Interest cost	31			31			13			16			3			4
Expected return on plan assets	(61		)	(63		)	(23		)	(24		)	(1		)	(1		)
Amortization	20			23			13			9			(3		)	(2		)
	14			19			20			17			—			2
Settlements and special termination benefits	17			21			—			—			—			—
Total expense	$	31		$	40		$	20		$	17		$	—		$	2


Note 6.	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.

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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 7.	INCOME TAXES

The effective income tax rate for the first quarter of 2017 was an expense of 7%, compared to an expense of 9% for the first quarter of 2016. The decrease in the effective tax rate in the first quarter of 2017 was primarily due to the excess tax benefits recognized for employee share-based payments in the quarter pursuant to the adoption of ASU 2016-09 as discussed in Note 1.


Note 8.	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 first quarter of 2017 and 2016, 3.6 million and 0.3 million ordinary shares, respectively, were repurchased under the 2016 Program in the open market at a total cost of $255 and $18, 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	432			—			432
Other comprehensive income	263			—			263
Cash dividends paid and accrued	(269		)	(2		)	(271		)
Issuance of shares under equity-based compensation plans - net	41			—			41
Repurchase of shares	(255		)	—			(255		)
Balance at March 31, 2017	$	15,157		$	42		$	15,199

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	228			2			(1		)	229
Amounts reclassified from Accumulated other comprehensive loss (income)	—			31			3			34
Net current-period Other comprehensive income (loss)	228			33			2			263
Balance at March 31, 2017	$	(2,834	)	$	(1,347	)	$	(4	)	$	(4,185	)

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The reclassifications out of Accumulated other comprehensive loss follow:



	Three months ended March 31, 2017				Consolidated statements of income classification
Amortization of defined benefit pensions and other postretirement benefits items
Actuarial loss and prior service cost	$	(47	)	¹
Tax benefit	16
Total, net of tax	(31		)

Gains and (losses) on cash flow hedges
Currency exchange contracts	(4		)		Cost of products sold
Tax benefit	1
Total, net of tax	(3		)

Total reclassifications for the period	$	(34	)

¹ These components of Accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 5 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 March 31
(Shares in millions)	2017		2016
Net income attributable to Eaton ordinary shareholders	$	432	$	404

Weighted-average number of ordinary shares outstanding - diluted	451.0		459.8
Less dilutive effect of equity-based compensation	2.2		1.2
Weighted-average number of ordinary shares outstanding - basic	448.8		458.6

Net income per share attributable to Eaton ordinary shareholders
Diluted	$	0.96	$	0.88
Basic	0.96		0.88

For the first quarter of 2017 and 2016, 1.2 million and 2.4 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.


Note 9.	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.

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A summary of financial instruments recognized at fair value, and the fair value measurements used, follows:



	Total			Level 1		Level 2			Level 3
March 31, 2017
Cash	$	222		$	222	$	—		$	—
Short-term investments	301			301		—			—
Net derivative contracts	46			—		46			—
Long-term debt converted to floating interest rates by interest rate swaps - net	(47		)	—		(47		)	—

December 31, 2016
Cash	$	543		$	543	$	—		$	—
Short-term investments	203			203		—			—
Net derivative contracts	(3		)	—		(3		)	—
Long-term debt converted to floating interest rates by interest rate swaps - net	(58		)	—		(58		)	—

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 $8,005 and fair value of $8,261 at March 31, 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.


Note 10.	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.

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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 March 31, 2017 and $86 at December 31, 2016, and designated on a pre-tax basis was $580 at March 31, 2017 and $572 at December 31, 2016.

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
March 31, 2017
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	3,715	$	—	$	58	$	1	$	10	Fair value	7 months to 18 years
Forward starting floating-to-fixed interest rate swaps	450		—		18		—		—		Cash flow	11 years
Currency exchange contracts	858		10		1		22		13		Cash flow	1 to 36 months
Total			$	10	$	77	$	23	$	23

Derivatives not designated as hedges
Currency exchange contracts	$	3,975	$	32			$	27				1 to 12 months
Commodity contracts	7		—				—					1 to 12 months
Total			$	32			$	27

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.

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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 March 31							Three months ended March 31
	2017			2016				2017			2016
Derivatives designated as cash flow hedges
Forward starting floating-to-fixed interest rate swaps	$	—		$	(9	)	Interest expense - net	$	—		$	—
Currency exchange contracts	(1		)	(22		)	Cost of products sold	(4		)	3
Total	$	(1	)	$	(31	)		$	(4	)	$	3

Amounts recognized in net income follow:



	Three months ended March 31
	2017			2016
Derivatives designated as fair value hedges
Fixed-to-floating interest rate swaps	$	(11	)	$	76
Related long-term debt converted to floating interest rates by interest rate swaps	11			(76		)
	$	—		$	—

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


Note 11.	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:



	March 31, 2017			December 31, 2016
Raw materials	$	884		$	880
Work-in-process	418			396
Finished goods	1,140			1,074
Inventory at FIFO	2,442			2,350
Excess of FIFO over LIFO cost	(98		)	(96		)
Total inventory	$	2,344		$	2,254

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Note 12.	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 March 31
	2017			2016
Net sales
Electrical Products	$	1,712		$	1,680
Electrical Systems and Services	1,333			1,342
Hydraulics	587			551
Aerospace	428			445
Vehicle	788			795
Total net sales	$	4,848		$	4,813

Segment operating profit
Electrical Products	$	297		$	271
Electrical Systems and Services	155			159
Hydraulics	60			41
Aerospace	79			80
Vehicle	108			118
Total segment operating profit	699			669

Corporate
Amortization of intangible assets	(94		)	(100		)
Interest expense - net	(61		)	(57		)
Pension and other postretirement benefits expense	(11		)	(14		)
Other corporate expense - net	(69		)	(56		)
Income before income taxes	464			442
Income tax expense	32			39
Net income	432			403
Less net loss for noncontrolling interests	—			1
Net income attributable to Eaton ordinary shareholders	$	432		$	404


Note 13.	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.




CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2017
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	—		$	1,572		$	1,595		$	2,991		$	(1,310	)	$	4,848

Cost of products sold	—			1,253			1,188			2,181			(1,312		)	3,310
Selling and administrative expense	32			326			194			333			—			885
Research and development expense	—			54			47			42			—			143
Interest expense (income) - net	—			60			5			(4		)	—			61
Other expense (income) - net	7			—			(1		)	(21		)	—			(15		)
Equity in loss (earnings) of subsidiaries, net of tax	(581		)	(190		)	(872		)	(107		)	1,750			—
Intercompany expense (income) - net	110			(39		)	333			(404		)	—			—
Income (loss) before income taxes	432			108			701			971			(1,748		)	464
Income tax expense (benefit)	—			(3		)	16			17			2			32
Net income (loss)	432			111			685			954			(1,750		)	432
Less net loss (income) for noncontrolling interests	—			—			—			(1		)	1			—
Net income (loss) attributable to Eaton ordinary shareholders	$	432		$	111		$	685		$	953		$	(1,749	)	$	432

Other comprehensive income (loss)	$	263		$	60		$	271		$	322		$	(653	)	$	263
Total comprehensive income (loss) attributable to Eaton ordinary shareholders	$	695		$	171		$	956		$	1,275		$	(2,402	)	$	695




CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2016
	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net sales	$	—		$	1,538		$	1,575		$	2,873		$	(1,173	)	$	4,813

Cost of products sold	—			1,196			1,200			2,070			(1,175		)	3,291
Selling and administrative expense	2			365			196			329			—			892
Research and development expense	—			62			49			38			—			149
Interest expense (income) - net	—			53			3			(3		)	4			57
Other expense (income) - net	—			(2		)	(2		)	(14		)	—			(18		)
Equity in loss (earnings) of subsidiaries, net of tax	(504		)	(168		)	(673		)	(95		)	1,440			—
Intercompany expense (income) - net	98			(36		)	255			(317		)	—			—
Income (loss) before income taxes	404			68			547			865			(1,442		)	442
Income tax expense (benefit)	—			7			1			31			—			39
Net income (loss)	404			61			546			834			(1,442		)	403
Less net loss (income) for noncontrolling interests	—			—			—			—			1			1
Net income (loss) attributable to Eaton ordinary shareholders	$	404		$	61		$	546		$	834		$	(1,441	)	$	404

Other comprehensive income (loss)	$	273		$	44		$	278		$	306		$	(628	)	$	273
Total comprehensive income (loss) attributable to Eaton ordinary shareholders	$	677		$	105		$	824		$	1,140		$	(2,069	)	$	677

CONDENSED CONSOLIDATING BALANCE SHEETS MARCH 31, 2017

	Eaton Corporation plc		Eaton Corporation		Guarantors		Other subsidiaries		Consolidating adjustments			Total
Assets
Current assets
Cash	$	—	$	43	$	9	$	170	$	—		$	222
Short-term investments	—		—		—		301		—			301
Accounts receivable - net	—		536		1,080		2,057		—			3,673
Intercompany accounts receivable	8		718		3,733		3,621		(8,080		)	—
Inventory	—		344		652		1,425		(77		)	2,344
Prepaid expenses and other current assets	—		101		41		269		24			435
Total current assets	8		1,742		5,515		7,843		(8,133		)	6,975

Property, plant and equipment - net	—		848		700		1,933		—			3,481

Other noncurrent assets
Goodwill	—		1,355		6,293		5,648		—			13,296
Other intangible assets	—		166		3,396		1,879		—			5,441
Deferred income taxes	—		930		2		262		(755		)	439
Investment in subsidiaries	32,891		13,659		73,741		12,751		(133,042		)	—
Intercompany loans receivable	—		7,706		2,473		56,946		(67,125		)	—
Other assets	—		492		140		347		—			979
Total assets	$	32,899	$	26,898	$	92,260	$	87,609	$	(209,055	)	$	30,611

Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	—	$	194	$	—	$	14	$	—		$	208
Current portion of long-term debt	—		999		326		3		—			1,328
Accounts payable	—		460		268		1,163		—			1,891
Intercompany accounts payable	175		3,596		3,068		1,241		(8,080		)	—
Accrued compensation	—		41		35		194		—			270
Other current liabilities	7		583		308		965		(3		)	1,860
Total current liabilities	182		5,873		4,005		3,580		(8,083		)	5,557

Noncurrent liabilities
Long-term debt	—		5,760		909		8		—			6,677
Pension liabilities	—		533		137		883		—			1,553
Other postretirement benefits liabilities	—		196		99		71		—			366
Deferred income taxes	—		—		716		358		(755		)	319
Intercompany loans payable	17,560		2,557		45,583		1,425		(67,125		)	—
Other noncurrent liabilities	—		318		222		400		—			940
Total noncurrent liabilities	17,560		9,364		47,666		3,145		(67,880		)	9,855

Shareholders’ equity
Eaton shareholders' equity	15,157		11,661		40,589		80,847		(133,097		)	15,157
Noncontrolling interests	—		—		—		37		5			42
Total equity	15,157		11,661		40,589		80,884		(133,092		)	15,199
Total liabilities and equity	$	32,899	$	26,898	$	92,260	$	87,609	$	(209,055	)	$	30,611

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		12,516		(131,992		)	—
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	$	86,856	$	(207,697	)	$	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		80,224		(132,050		)	14,897
Noncontrolling interests	—		—		—		38		6			44
Total equity	14,897		11,439		40,387		80,262		(132,044		)	14,941
Total liabilities and equity	$	32,801	$	27,125	$	91,334	$	86,856	$	(207,697	)	$	30,419

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2017

	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash provided by (used in) operating activities	$	611		$	201		$	470		$	688		$	(1,507	)	$	463

Investing activities
Capital expenditures for property, plant and equipment	—			(20		)	(26		)	(70		)	—			(116		)
Sales (purchases) of short-term investments - net	—			—			—			(93		)	—			(93		)
Loans to affiliates	—			(6		)	—			(2,435		)	2,441			—
Repayments of loans from affiliates	—			19			—			2,250			(2,269		)	—
Other - net	—			(11		)	3			(12		)	—			(20		)
Net cash provided by (used in) investing activities	—			(18		)	(23		)	(360		)	172			(229		)

Financing activities
Proceeds from borrowings	—			194			—			—			—			194
Payments on borrowings	—			(250		)	—			(4		)	—			(254		)
Proceeds from borrowings from affiliates	668			1,107			662			4			(2,441		)	—
Payments on borrowings from affiliates	(800		)	(1,435		)	(17		)	(17		)	2,269			—
Other intercompany financing activities	—			165			(282		)	117			—			—
Cash dividends paid	(263		)	—			—			—			—			(263		)
Cash dividends paid to affiliates	—			—			(800		)	(707		)	1,507			—
Exercise of employee stock options	38			—			—			—			—			38
Repurchase of shares	(255		)	—			—			—			—			(255		)
Employee taxes paid from shares withheld	—			(13		)	(4		)	(3		)	—			(20		)
Other - net	—			—			(1		)	(2		)	—			(3		)
Net cash provided by (used in) financing activities	(612		)	(232		)	(442		)	(612		)	1,335			(563		)

Effect of currency on cash	—			—			—			8			—			8
Total increase (decrease) in cash	(1		)	(49		)	5			(276		)	—			(321		)
Cash at the beginning of the period	1			92			4			446			—			543
Cash at the end of the period	$	—		$	43		$	9		$	170		$	—		$	222

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2016

	Eaton Corporation plc			Eaton Corporation			Guarantors			Other subsidiaries			Consolidating adjustments			Total
Net cash provided by (used in) operating activities	$	(139	)	$	(36	)	$	75		$	488		$	—		$	388

Investing activities
Capital expenditures for property, plant and equipment	—			(22		)	(23		)	(66		)	—			(111		)
Cash received from (paid for) acquisitions of businesses, net of cash acquired	—			—			1			—			—			1
Sales (purchases) of short-term investments - net	—			—			2			(55		)	—			(53		)
Investments in affiliates	(1,250		)	—			—			(1,250		)	2,500			—
Loans to affiliates	—			(101		)	—			(2,158		)	2,259			—
Repayments of loans from affiliates	—			1,255			—			1,645			(2,900		)	—
Other - net	—			8			11			(15		)	—			4
Net cash provided by (used in) investing activities	(1,250		)	1,140			(9		)	(1,899		)	1,859			(159		)

Financing activities
Proceeds from borrowings	—			418			—			—			—			418
Payments on borrowings	—			(1		)	(240		)	—			—			(241		)
Proceeds from borrowings from affiliates	1,738			264			158			99			(2,259		)	—
Payments on borrowings from affiliates	(10		)	(1,635		)	(1,247		)	(8		)	2,900			—
Capital contributions from affiliates	—			—			1,250			1,250			(2,500		)	—
Other intercompany financing activities	—			(162		)	16			146			—			—
Cash dividends paid	(256		)	—			—			—			—			(256		)
Exercise of employee stock options	17			—			—			—			—			17
Repurchase of shares	(100		)	—			—			—			—			(100		)
Employee taxes paid from shares withheld	—			(10		)	(4		)	(3		)	—			(17		)
Other - net	—			2			—			—			—			2
Net cash provided by (used in) financing activities	1,389			(1,124		)	(67		)	1,484			(1,859		)	(177		)

Effect of currency on cash	—			—			—			13			—			13
Total increase (decrease) in cash	—			(20		)	(1		)	86			—			65
Cash at the beginning of the period	—			26			7			235			—			268
Cash at the end of the period	$	—		$	6		$	6		$	321		$	—		$	333

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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 March 31
	2017		2016
Net sales	$	4,848	$	4,813
Net income attributable to Eaton ordinary shareholders	432		404
Net income per share attributable to Eaton ordinary shareholders - diluted	$	0.96	$	0.88

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 first quarter of 2017 and 2016 were $20 and $63, 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. and Oxalis Group Ltd. in 2017 and 2016, respectively. 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 2 to the Consolidated Financial Statements.

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Consolidated Financial Results



	Three months ended March 31						Increase
	2017			2016			Increase
Net sales	$	4,848		$	4,813		1	%
Gross profit	1,538			1,522			1	%
Percent of net sales	31.7		%	31.6		%
Income before income taxes	464			442			5	%
Net income	432			403			7	%
Less net loss for noncontrolling interests	—			1
Net income attributable to Eaton ordinary shareholders	432			404			7	%
Excluding acquisition integration charges, after-tax (Note 2)	1			—
Operating earnings	$	433		$	404		7	%

Net income per share attributable to Eaton ordinary shareholders - diluted	$	0.96		$	0.88		9	%
Excluding per share impact of acquisition integration charges, after-tax (Note 2)	—			—
Operating earnings per ordinary share	$	0.96		$	0.88		9	%

Net Sales

Net sales increased 1% in the first quarter of 2017 compared to the first quarter 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 first quarter of 2017 was due to higher sales volumes in the Electrical Products and Hydraulics business segments.

Gross Profit

Gross profit margin increased from 31.6% in the first quarter of 2016 to 31.7% in the first quarter of 2017. The increase in gross profit margin in the first quarter 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.

Income Taxes

The effective income tax rate for the first quarter of 2017 was expense of 7%, compared to an expense of 9% for the first quarter of 2016. The decrease in the effective tax rate in the first three months of 2017 was primarily due to the excess tax benefits recognized for employee share-based payments in the quarter pursuant to the adoption of ASU 2016-09 as discussed in Note 1.

Net Income

Net income attributable to Eaton ordinary shareholders of $432 in the first quarter of 2017 increased 7% compared to Net income attributable to Eaton ordinary shareholders of $404 in the first quarter of 2016. The increase in the first quarter 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 $0.96 in the first quarter of 2017 compared to $0.88 in the first quarter of 2016. The increase in Net income per ordinary share in the first quarter of 2017 was due to higher Net income attributable to Eaton ordinary shareholders and the Company's share repurchases over the past year.

Operating Earnings

Operating earnings of $433 in the first quarter of 2017 increased 7% compared to Operating earnings of $404 in the first quarter of 2016. The increase in Operating earnings in the first quarter of 2017 was primarily due to higher Net income attributable to Eaton ordinary shareholders.

Operating earnings per ordinary share increased to $0.96 in the first quarter of 2017 compared to $0.88 in the first quarter of 2016. The increase in Operating earnings per ordinary share in the first quarter of 2017 was due to higher Operating earnings and the impact of the Company's share repurchases over the past year.

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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 2 to the Condensed Consolidated Financial Statements.

Electrical Products



	Three months ended March 31						Increase
	2017			2016			Increase
Net sales	$	1,712		$	1,680		2	%

Operating profit	$	297		$	271		10	%
Operating margin	17.3		%	16.1		%

Acquisition integration charges	$	1		$	—

Before acquisition integration charges
Operating profit	$	298		$	271		10	%
Operating margin	17.4		%	16.1		%

Net sales increased 2% in the first quarter of 2017 compared to the first quarter of 2016 due to an increase of 3% in organic sales, partially offset by a decrease of 1% from the impact of negative currency translation. Organic sales grew in the first quarter of 2017 in all regions.

Operating margin increased from 16.1% in the first quarter of 2016 to 17.3% in the first quarter of 2017. The increase in operating margin in the first quarter 2017 was primarily due to higher sales volumes, lower restructuring charges, and savings from restructuring actions, partially offset by commodity inflation.

Operating margin before acquisition integration charges increased from 16.1% in the first quarter of 2016 to 17.4% in the first quarter of 2017 due to an increase in operating margin.

Electrical Systems and Services



	Three months ended March 31						Decrease
	2017			2016			Decrease
Net sales	$	1,333		$	1,342		(1	)%

Operating profit	$	155		$	159		(3	)%
Operating margin	11.6		%	11.8		%

Acquisition integration charges	$	—		$	1

Before acquisition integration charges
Operating profit	$	155		$	160		(3	)%
Operating margin	11.6		%	11.9		%

Net sales decreased 1% in the first quarter of 2017 compared to the first quarter of 2016 due to a decrease of 1% from the impact of negative currency translation. Organic sales were flat in the first quarter of 2017 reflecting strength in the Europe and Asia Pacific regions, and in North America commercial assemblies and 3-phase power quality markets, offset by continued weakness in the oil and gas markets and large industrial projects.

Operating margin decreased from 11.8% in the first quarter of 2016 to 11.6% in the first quarter of 2017. The decrease in operating margin in the first quarter of 2017 was primarily due to commodity inflation and unfavorable product mix, partially offset by savings from restructuring actions and lower restructuring charges.

Operating margin before acquisition integration charges decreased from 11.9% in the first quarter of 2016 to 11.6% in the first quarter of 2017 due to a decrease in operating margin.

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Hydraulics



	Three months ended March 31						Increase
	2017			2016			Increase
Net sales	$	587		$	551		7	%

Operating profit	$	60		$	41		46	%
Operating margin	10.2		%	7.4		%

Net sales increased 7% in the first quarter of 2017 compared to the first quarter 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 first quarter of 2017 was due to strength in global mobile OEM markets and distribution channels, particularly in the Asia Pacific and Europe regions.

Operating margin increased from 7.4% in the first quarter of 2016 to 10.2% in the first quarter of 2017. The increase in operating margin in the first quarter 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.

Aerospace



	Three months ended March 31						Decrease
	2017			2016			Decrease
Net sales	$	428		$	445		(4	)%

Operating profit	$	79		$	80		(1	)%
Operating margin	18.5		%	18.0		%

Net sales in the first quarter of 2017 decreased 4% compared to the first quarter of 2016 due to a decrease of 1% in organic sales and a decrease of 3% from the impact of negative currency translation. The decrease in organic sales in the first quarter of 2017 was primarily due to lower sales in military aftermarket, military rotorcraft, and business and regional jets, and lower cost reimbursements on certain engineering programs, partially offset by growth in commercial transports and aftermarket.

Operating margin increased from 18.0% in the first quarter of 2016 to 18.5% in the first quarter of 2017. The increase in operating margin in the first quarter of 2017 was due to savings from restructuring actions and lower restructuring charges, partially offset by lower sales volumes and higher program development costs.

Vehicle



	Three months ended March 31						Decrease
	2017			2016			Decrease
Net sales	$	788		$	795		(1	)%

Operating profit	$	108		$	118		(8	)%
Operating margin	13.7		%	14.8		%

Net sales in first quarter of 2017 decreased 1% compared to the first quarter of 2016 due to a decrease of 2% in organic sales, partially offset by an increase of 1% from the impact of positive currency translation. The decrease in organic sales in the first quarter of 2017 was primarily due to the lower North American Class 8 truck market, partially offset by growth in the North American automotive and Asia Pacific markets.

Operating margin decreased from 14.8% in the first quarter of 2016 to 13.7% in the first quarter of 2017. The decrease in the first quarter of 2017 was primarily due to lower sales volumes, commodity inflation, unfavorable product mix, and higher warranty costs, partially offset by savings from restructuring actions and lower restructuring charges.

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On April 10, 2017, Eaton announced an agreement with Cummins, Inc. to form a joint venture for automated transmissions for heavy-duty and medium-duty commercial vehicles. The joint venture will be named Eaton Cummins Automated Transmission Technologies. Cummins, Inc. and Eaton will each own 50% of the new joint venture. Eaton expects to account for the joint venture on the equity method of accounting. Under the terms of the agreement, Eaton will receive $600 in cash from Cummins for the 50% interest in the joint venture. The formation of the joint venture is subject to regulatory approvals and customary closing conditions. The parties expect the transaction to close in the third quarter of 2017.

Corporate Expense



	Three months ended March 31				Increase (decrease)
	2017		2016		Increase (decrease)
Amortization of intangible assets	$	94	$	100	(6	)%
Interest expense - net	61		57		7	%
Pension and other postretirement benefits expense	11		14		(21	)%
Other corporate expense - net	69		56		23	%
Total corporate expense	$	235	$	227	4	%

Total corporate expense increased 4% from $227 in the first quarter of 2016 to $235 in the first quarter of 2017. The increase in Total corporate expense for the first quarter of 2017 was primarily due to a 23% increase in other corporate expense - net driven by an increase to the LIFO inventory reserve and higher variable corporate expenses, partially offset by a 6% decrease of amortization of intangible assets.

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 March 31, 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 $463 in the first three months of 2017, an increase of $75 in the source of cash compared to $388 in the first three months of 2016. The increase in net cash provided by operating activities in the first three months of 2017 was driven by a lower increase in working capital compared to the first three months of 2016 and proceeds received from several insurance matters resolved in the fourth quarter of 2016, partially offset by higher pension contributions.

Investing Cash Flow

Net cash used in investing activities was $229 in the first three months of 2017, an increase in the use of cash of $70 compared to $159 in the first three months of 2016. The increase in the use of cash was primarily driven by net purchases of short-term investments of $93 in 2017 compared to net purchases of $53 in 2016.

Financing Cash Flow

Net cash used in financing activities was $563 in the first three months of 2017, an increase of $386 in the use of cash compared to $177 in the first three months of 2016. The increase in the use of cash was primarily due to a decrease of $224 in proceeds from borrowings, which totaled $194 in 2017 and $418 in 2016, and a $155 increase in share repurchases during the first three months of 2017 compared to the first three months of 2016.

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FORWARD-LOOKING STATEMENTS

This Form 10-Q Report contains forward-looking statements concerning litigation and regulatory developments, the joint venture with Cummins, Inc., 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; unanticipated difficulties closing the joint venture with Cummins, Inc.; 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 March 31, 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 first 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 6 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.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the first quarter of 2017, 3.6 million ordinary shares were repurchased in the open market at a total cost of $255 million. These shares were repurchased under the program approved by the Board on February 24, 2016. A summary of the shares repurchased in the first 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)
January	—	$	—	—	$	1,853
February	3,199,082	$	71.45	3,199,082	$	1,624
March	367,546	$	71.92	367,546	$	1,598
Total	3,566,628	$	71.50	3,566,628


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 first quarter, our wholly-owned non-U.S. subsidiary sold advanced industrial lighting solutions to a distributor in Iran for final known use by a customer that is ultimately beneficially owned by the government of Iran. We received total net revenue of approximately 514,948 Euros and realized net profits of approximately 74,709 Euros from the sale (approximately $545,844 and $79,191 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:	May 2, 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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Eaton Corporation plc

First 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 March 31, 2017 and 2016, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016, (iii) Condensed Consolidated Balance Sheets at March 31, 2017 and December 31, 2016, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016 and (v) Notes to Condensed Consolidated Financial Statements for the three months ended March 31, 2017.