Eaton Corp plc - Quarter Report: 2023 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2023
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) | |||||||||||||||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||||||||||||||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||||||||||||||||||||||||||||||||
| Ordinary shares ($0.01 par value) | ETN | New York Stock Exchange | |||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | ||||||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ | (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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 399.3 million Ordinary Shares outstanding as of September 30, 2023.
| TABLE OF CONTENTS | |||||
PART I — FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF INCOME
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions except for per share data) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net sales | $ | 5,880 | $ | 5,313 | $ | 17,229 | $ | 15,368 | |||||||||||||||
| Cost of products sold | 3,684 | 3,545 | 11,030 | 10,319 | |||||||||||||||||||
| Selling and administrative expense | 949 | 813 | 2,839 | 2,431 | |||||||||||||||||||
| Research and development expense | 187 | 165 | 553 | 498 | |||||||||||||||||||
| Interest expense - net | 33 | 37 | 124 | 100 | |||||||||||||||||||
| Gain on sale of business | — | — | — | 24 | |||||||||||||||||||
| Other expense (income) - net | (52) | 34 | (56) | (16) | |||||||||||||||||||
| Income before income taxes | 1,079 | 720 | 2,739 | 2,060 | |||||||||||||||||||
| Income tax expense | 187 | 112 | 463 | 316 | |||||||||||||||||||
| Net income | 892 | 608 | 2,277 | 1,743 | |||||||||||||||||||
| Less net income for noncontrolling interests | (1) | (1) | (4) | (2) | |||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | $ | 891 | $ | 607 | $ | 2,273 | $ | 1,741 | |||||||||||||||
| Net income per share attributable to Eaton ordinary shareholders | |||||||||||||||||||||||
| Diluted | $ | 2.22 | $ | 1.52 | $ | 5.67 | $ | 4.34 | |||||||||||||||
| Basic | 2.23 | 1.52 | 5.70 | 4.36 | |||||||||||||||||||
| Weighted-average number of ordinary shares outstanding | |||||||||||||||||||||||
| Diluted | 401.6 | 400.3 | 400.9 | 400.9 | |||||||||||||||||||
| Basic | 399.4 | 398.4 | 399.0 | 398.9 | |||||||||||||||||||
| Cash dividends declared per ordinary share | $ | 0.86 | $ | 0.81 | $ | 2.58 | $ | 2.43 | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net income | $ | 892 | $ | 608 | $ | 2,277 | $ | 1,743 | |||||||||||||||
| Less net income for noncontrolling interests | (1) | (1) | (4) | (2) | |||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | 891 | 607 | 2,273 | 1,741 | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Currency translation and related hedging instruments | (165) | (483) | 11 | (1,015) | |||||||||||||||||||
| Pensions and other postretirement benefits | 18 | (4) | 14 | 32 | |||||||||||||||||||
| Cash flow hedges | (21) | (36) | (7) | 133 | |||||||||||||||||||
| Other comprehensive income (loss) attributable to Eaton ordinary shareholders | (167) | (522) | 18 | (850) | |||||||||||||||||||
| Total comprehensive income attributable to Eaton ordinary shareholders | $ | 724 | $ | 85 | $ | 2,291 | $ | 891 | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
EATON CORPORATION plc
CONSOLIDATED BALANCE SHEETS
| (In millions) | September 30, 2023 | December 31, 2022 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash | $ | 348 | $ | 294 | |||||||
| Short-term investments | 1,558 | 261 | |||||||||
| Accounts receivable - net | 4,460 | 4,076 | |||||||||
| Inventory | 3,713 | 3,430 | |||||||||
| Prepaid expenses and other current assets | 904 | 685 | |||||||||
| Total current assets | 10,983 | 8,746 | |||||||||
| Property, plant and equipment | |||||||||||
| Land and buildings | 2,174 | 2,129 | |||||||||
| Machinery and equipment | 6,228 | 5,885 | |||||||||
| Gross property, plant and equipment | 8,403 | 8,013 | |||||||||
| Accumulated depreciation | (5,062) | (4,867) | |||||||||
| Net property, plant and equipment | 3,341 | 3,146 | |||||||||
| Other noncurrent assets | |||||||||||
| Goodwill | 14,781 | 14,796 | |||||||||
| Other intangible assets | 5,158 | 5,485 | |||||||||
| Operating lease assets | 600 | 570 | |||||||||
| Deferred income taxes | 349 | 330 | |||||||||
| Other assets | 2,076 | 1,940 | |||||||||
| Total assets | $ | 37,289 | $ | 35,014 | |||||||
| Liabilities and shareholders’ equity | |||||||||||
| Current liabilities | |||||||||||
| Short-term debt | $ | 24 | $ | 324 | |||||||
| Current portion of long-term debt | 975 | 10 | |||||||||
| Accounts payable | 3,255 | 3,072 | |||||||||
| Accrued compensation | 592 | 467 | |||||||||
| Other current liabilities | 2,716 | 2,488 | |||||||||
| Total current liabilities | 7,563 | 6,360 | |||||||||
| Noncurrent liabilities | |||||||||||
| Long-term debt | 8,150 | 8,321 | |||||||||
| Pension liabilities | 611 | 649 | |||||||||
| Other postretirement benefits liabilities | 170 | 177 | |||||||||
| Operating lease liabilities | 486 | 459 | |||||||||
| Deferred income taxes | 460 | 530 | |||||||||
| Other noncurrent liabilities | 1,429 | 1,444 | |||||||||
| Total noncurrent liabilities | 11,306 | 11,580 | |||||||||
| Shareholders’ equity | |||||||||||
Ordinary shares (399.3 million outstanding in 2023 and 397.8 million in 2022) | 4 | 4 | |||||||||
| Capital in excess of par value | 12,604 | 12,512 | |||||||||
| Retained earnings | 9,703 | 8,468 | |||||||||
| Accumulated other comprehensive loss | (3,927) | (3,946) | |||||||||
| Shares held in trust | (1) | (1) | |||||||||
| Total Eaton shareholders’ equity | 18,383 | 17,038 | |||||||||
| Noncontrolling interests | 36 | 38 | |||||||||
| Total equity | 18,420 | 17,075 | |||||||||
| Total liabilities and equity | $ | 37,289 | $ | 35,014 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
EATON CORPORATION plc
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine months ended September 30 | |||||||||||
| (In millions) | 2023 | 2022 | |||||||||
| Operating activities | |||||||||||
| Net income | $ | 2,277 | $ | 1,743 | |||||||
| Adjustments to reconcile to net cash provided by operating activities | |||||||||||
| Depreciation and amortization | 695 | 716 | |||||||||
| Deferred income taxes | (69) | (74) | |||||||||
| Pension and other postretirement benefits expense | 13 | 39 | |||||||||
| Contributions to pension plans | (83) | (80) | |||||||||
| Contributions to other postretirement benefits plans | (15) | (18) | |||||||||
| Gain on sale of business | — | (24) | |||||||||
| Changes in working capital | (436) | (968) | |||||||||
| Other - net | (56) | 12 | |||||||||
| Net cash provided by operating activities | 2,326 | 1,347 | |||||||||
| Investing activities | |||||||||||
| Capital expenditures for property, plant and equipment | (514) | (389) | |||||||||
| Proceeds from sales of property, plant and equipment | 54 | 166 | |||||||||
| Cash paid for acquisition of a business, net of cash acquired | — | (612) | |||||||||
| Proceeds from (payments for) sale of business, net of cash sold | (2) | 31 | |||||||||
| Investments in associate companies | (68) | (42) | |||||||||
| Purchases of short-term investments - net | (1,304) | (45) | |||||||||
| Proceeds from (payments for) settlement of currency exchange contracts not designated as hedges - net | 61 | (34) | |||||||||
| Other - net | (9) | (58) | |||||||||
| Net cash used in investing activities | (1,782) | (983) | |||||||||
| Financing activities | |||||||||||
| Proceeds from borrowings | 818 | 1,995 | |||||||||
| Payments on borrowings | (11) | (2,008) | |||||||||
| Short-term debt, net | (295) | 896 | |||||||||
| Cash dividends paid | (1,035) | (977) | |||||||||
| Exercise of employee stock options | 73 | 16 | |||||||||
| Repurchase of shares | — | (286) | |||||||||
| Employee taxes paid from shares withheld | (49) | (60) | |||||||||
| Other - net | (9) | (22) | |||||||||
| Net cash used in financing activities | (507) | (445) | |||||||||
| Effect of currency on cash | 18 | 15 | |||||||||
| Total increase (decrease) in cash | 54 | (67) | |||||||||
| Cash at the beginning of the period | 294 | 297 | |||||||||
| Cash at the end of the period | $ | 348 | $ | 231 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
EATON CORPORATION plc
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Amounts are in millions unless indicated otherwise (per share data assume dilution). Columns and rows may not add and the sum of components may not equal total amounts reported due to rounding.
Note 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Eaton Corporation plc (Eaton or the Company) have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles (US GAAP) for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods.
This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in Eaton’s 2022 Form 10-K. The interim period results are not necessarily indicative of the results to be expected for the full year. Management has evaluated subsequent events through the date this Form 10-Q was filed with the Securities and Exchange Commission.
Adoption of New Accounting Standard
Eaton adopted Accounting Standards Update 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, in the first quarter of 2023. The standard requires disclosure of certain information about the Company's supply chain finance program, including key terms and a rollforward of confirmed amounts payable. The adoption of the standard did not have a material impact on the condensed consolidated financial statements.
Note 2. ACQUISITIONS AND DIVESTITURE OF BUSINESSES
Sale of Hydraulics business
On August 2, 2021, Eaton completed the sale of the Hydraulics business to Danfoss A/S and recognized a pre-tax gain of $617 million in 2021. The Company finalized negotiations of post-closing adjustments with Danfoss A/S and recognized an additional pre-tax gain of $24 million in the first quarter of 2022 and received cash of $22 million in the second quarter of 2022 from Danfoss A/S to fully settle all post-closing adjustments.
Acquisition of Royal Power Solutions
On January 5, 2022, Eaton acquired Royal Power Solutions for $610 million, net of cash received. Royal Power Solutions is a U.S. based manufacturer of high-precision electrical connectivity components used in electric vehicle, energy management, industrial and mobility markets. Royal Power Solutions is reported within the eMobility business segment.
Eaton's 2022 Condensed Consolidated Financial Statements include Royal Power Solutions' results of operations, including segment operating profit of $17 million on sales of $120 million, from the date of acquisition through September 30, 2022.
Russia
During the second quarter of 2022, in light of the ongoing war with Ukraine, the Company decided to exit its business operations in Russia and recorded charges of $29 million presented in Other expense (income) - net on the Consolidated Statements of Income. The charges consisted primarily of write-downs of accounts receivable, inventory and other assets, and accruals for severance.
Acquisition of a 50% stake in Jiangsu Huineng Electric Co., Ltd’s circuit breaker business
On July 1, 2022, Eaton acquired a 50 percent stake in Jiangsu Huineng Electric Co., Ltd’s circuit breaker business, which manufactures and markets low-voltage circuit breakers in China. Eaton accounts for this investment on the equity method of accounting and is reported within the Electrical Global business segment.
Acquisition of a 49% stake in Jiangsu Ryan Electrical Co. Ltd.
On April 23, 2023, Eaton acquired a 49 percent stake in Jiangsu Ryan Electrical Co. Ltd., a manufacturer of power distribution and sub-transmission transformers in China. Eaton accounts for this investment on the equity method of accounting and is reported within the Electrical Global business segment.
6
Note 3. REVENUE RECOGNITION
Sales are recognized when obligations under the terms of the contract are satisfied and control of promised goods or services have transferred to our customers. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. Sales are measured at the amount of consideration the Company expects to be paid in exchange for these products or services.
The following table provides disaggregated sales by lines of businesses, geographic destination, market channel or end market, as applicable, for the Company's operating segments:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Electrical Americas | |||||||||||||||||||||||
| Products | $ | 748 | $ | 737 | $ | 2,221 | $ | 2,034 | |||||||||||||||
| Systems | 1,846 | 1,442 | 5,205 | 4,167 | |||||||||||||||||||
| Total | $ | 2,594 | $ | 2,179 | $ | 7,426 | $ | 6,201 | |||||||||||||||
| Electrical Global | |||||||||||||||||||||||
| Products | $ | 848 | $ | 855 | $ | 2,620 | $ | 2,609 | |||||||||||||||
| Systems | 655 | 631 | 1,952 | 1,809 | |||||||||||||||||||
| Total | $ | 1,503 | $ | 1,486 | $ | 4,572 | $ | 4,418 | |||||||||||||||
| Aerospace | |||||||||||||||||||||||
| Original Equipment Manufacturers | $ | 342 | $ | 303 | $ | 980 | $ | 881 | |||||||||||||||
| Aftermarket | 302 | 256 | 863 | 719 | |||||||||||||||||||
| Industrial and Other | 223 | 209 | 674 | 628 | |||||||||||||||||||
| Total | $ | 867 | $ | 768 | $ | 2,517 | $ | 2,227 | |||||||||||||||
| Vehicle | |||||||||||||||||||||||
| Commercial | $ | 452 | $ | 460 | $ | 1,359 | $ | 1,307 | |||||||||||||||
| Passenger and Light Duty | 301 | 284 | 884 | 816 | |||||||||||||||||||
| Total | $ | 753 | $ | 744 | $ | 2,242 | $ | 2,123 | |||||||||||||||
| eMobility | $ | 163 | $ | 137 | $ | 471 | $ | 399 | |||||||||||||||
| Total net sales | $ | 5,880 | $ | 5,313 | $ | 17,229 | $ | 15,368 | |||||||||||||||
7
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (revenue recognized exceeds amount billed to the customer), and deferred revenue (advance payments and billings in excess of revenue recognized). Accounts receivable from customers were $3,983 million and $3,581 million at September 30, 2023 and December 31, 2022, respectively. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Unbilled receivables were $313 million and $233 million at September 30, 2023 and December 31, 2022, respectively, and are recorded in Prepaid expenses and other current assets. The increase in unbilled receivables reflects higher revenue recognized from increased business activity in 2023.
Changes in the deferred revenue liabilities are as follows:
| (In millions) | Deferred Revenue | ||||
Balance at January 1, 2023 | $ | 508 | |||
| Customer deposits and billings | 1,684 | ||||
| Revenue recognized in the period | (1,563) | ||||
| Translation | 1 | ||||
Balance at September 30, 2023 | $ | 630 | |||
| (In millions) | Deferred Revenue | ||||
Balance at January 1, 2022 | $ | 422 | |||
| Customer deposits and billings | 1,135 | ||||
| Revenue recognized in the period | (1,086) | ||||
| Translation and other | (42) | ||||
Balance at September 30, 2022 | $ | 429 | |||
Deferred revenue liabilities of $610 million and $489 million as of September 30, 2023 and December 31, 2022, respectively, were included in Other current liabilities with the remaining balance presented in Other noncurrent liabilities.
A significant portion of open orders placed with Eaton are by original equipment manufacturers or distributors. These open orders are not considered firm as they have been historically subject to releases by customers. In measuring backlog of unsatisfied or partially satisfied obligations, only the amount of orders to which customers are firmly committed are included. Using this criterion, total backlog at September 30, 2023 was approximately $12.9 billion. At September 30, 2023, approximately 81% of this backlog is targeted for delivery to customers in the next twelve months and the rest thereafter.
Note 4. CREDIT LOSSES FOR RECEIVABLES
Receivables are exposed to credit risk based on the customers’ ability to pay which is influenced by, among other factors, their financial liquidity position. Eaton’s receivables are generally short-term in nature with a majority outstanding less than 90 days.
Eaton performs ongoing credit evaluation of its customers and maintains sufficient allowances for potential credit losses. The Company evaluates the collectability of its receivables based on the length of time the receivable is past due, and any anticipated future write-off based on historic experience adjusted for market conditions. The Company's segments, supported by our global credit department, perform the credit evaluation and monitoring process to estimate and manage credit risk. The process includes an evaluation of credit losses for both the overall segment receivable and specific customer balances. The process also includes review of customer financial information and credit ratings, approval and monitoring of customer credit limits, and an assessment of market conditions. The Company may also require prepayment from customers to mitigate credit risk. Receivable balances are written off against an allowance for credit losses after a final determination of collectability has been made.
Accounts receivable are net of an allowance for credit losses of $43 million and $31 million at September 30, 2023 and December 31, 2022, respectively. The change in the allowance for credit losses includes expense and net write-offs, none of which are significant.
8
Note 5. INVENTORY
Inventory is carried at lower of cost or net realizable value. The components of inventory are as follows:
| (In millions) | September 30, 2023 | December 31, 2022 | |||||||||
| Raw materials | $ | 1,471 | $ | 1,275 | |||||||
| Work-in-process | 901 | 781 | |||||||||
| Finished goods | 1,341 | 1,375 | |||||||||
| Total inventory | $ | 3,713 | $ | 3,430 | |||||||
Note 6. GOODWILL
Changes in the carrying amount of goodwill by segment are as follows:
| (In millions) | January 1, 2023 | Translation | September 30, 2023 | ||||||||||||||
| Electrical Americas | $ | 7,402 | $ | 2 | $ | 7,404 | |||||||||||
| Electrical Global | 3,929 | (24) | 3,905 | ||||||||||||||
| Aerospace | 2,844 | 8 | 2,851 | ||||||||||||||
| Vehicle | 287 | — | 287 | ||||||||||||||
| eMobility | 334 | — | 334 | ||||||||||||||
| Total | $ | 14,796 | $ | (15) | $ | 14,781 | |||||||||||
Note 7. SUPPLY CHAIN FINANCE PROGRAM
The Company negotiates payment terms directly with its suppliers for the purchase of goods and services. In addition, a third-party financial institution offers a voluntary supply chain finance (SCF) program that enables certain of the Company’s suppliers, at the supplier’s sole discretion, to sell receivables due from the Company to the financial institution on terms directly negotiated with the financial institution. If a supplier elects to participate in the SCF program, the supplier decides which invoices are sold to the financial institution and the Company has no economic interest in a supplier’s decision to sell an invoice. Payments by the Company to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. The amounts due to the financial institution for suppliers that participate in the SCF program are included in Accounts payable on the Consolidated Balance Sheets, and the associated payments are included in operating activities on the Condensed Consolidated Statements of Cash Flows.
The changes in SCF obligations are as follows:
| (In millions) | SCF Obligations | ||||
Balance at January 1, 2023 | $ | 208 | |||
| Invoices confirmed during the period | 988 | ||||
| Invoices paid during the period | (834) | ||||
| Translation | 10 | ||||
Balance at September 30, 2023 | $ | 372 | |||
9
Note 8. DEBT
On October 2, 2023, the Company replaced its existing $500 million 364-day revolving credit facility with a new $500 million 364-day revolving credit facility that will expire on September 30, 2024. The Company also has a $2,500 million five-year revolving credit facility that will expire on October 1, 2027. The revolving credit facilities totaling $3,000 million are used to support commercial paper borrowings and are fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. There were no borrowings outstanding under Eaton’s revolving credit facilities at September 30, 2023. The Company maintains access to the commercial paper markets through its $3,000 million commercial paper program, of which none was outstanding on September 30, 2023.
On May 18, 2023, Eaton issued senior notes (2023 Notes) with a face amount of $500 million. The 2023 Notes mature in 2028 with interest payable semi-annually at a rate of 4.35% per annum. The issuer received proceeds totaling $497 million from the issuance, net of financing costs. The 2023 Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2023 Notes contain customary optional redemption and par call provisions. The 2023 Notes also contain a provision which upon a change of control requires the Company to make an offer to purchase all or any part of the 2023 Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The 2023 Notes are subject to customary non-financial covenants.
On March 3, 2023, a subsidiary of Eaton issued Euro denominated notes (2023 Euro Notes) in a private issuance with a face value of €300 million ($318 million). The floating rate notes are due June 3, 2024 with interest payable quarterly based on the three-month Euro Interbank Offered Rate plus 25 basis points. The 2023 Euro Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton. The 2023 Euro Notes contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2023 Euro Notes at a purchase price of 100.5% of the principal amount plus accrued and unpaid interest. The 2023 Euro Notes are subject to customary non-financial covenants.
10
Note 9. RETIREMENT BENEFITS PLANS
The components of retirement benefits expense (income) are as follows:
| United States pension benefit expense (income) | Non-United States pension benefit expense (income) | Other postretirement benefits expense (income) | |||||||||||||||||||||||||||||||||
| Three months ended September 30 | |||||||||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||
| Service cost | $ | 4 | $ | 6 | $ | 11 | $ | 15 | $ | — | $ | — | |||||||||||||||||||||||
| Interest cost | 35 | 32 | 22 | 12 | 3 | 2 | |||||||||||||||||||||||||||||
| Expected return on plan assets | (48) | (50) | (31) | (28) | — | — | |||||||||||||||||||||||||||||
| Amortization | 1 | 2 | 1 | 11 | (4) | (1) | |||||||||||||||||||||||||||||
| (8) | (10) | 4 | 9 | (1) | — | ||||||||||||||||||||||||||||||
| Settlements | 9 | 18 | 1 | — | — | — | |||||||||||||||||||||||||||||
| Total expense (income) | $ | 1 | $ | 8 | $ | 5 | $ | 10 | $ | (1) | $ | — | |||||||||||||||||||||||
| United States pension benefit expense (income) | Non-United States pension benefit expense (income) | Other postretirement benefits expense (income) | |||||||||||||||||||||||||||||||||
| Nine months ended September 30 | |||||||||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||
| Service cost | $ | 14 | $ | 22 | $ | 32 | $ | 45 | $ | — | $ | 1 | |||||||||||||||||||||||
| Interest cost | 106 | 80 | 64 | 36 | 8 | 5 | |||||||||||||||||||||||||||||
| Expected return on plan assets | (146) | (155) | (91) | (88) | — | — | |||||||||||||||||||||||||||||
| Amortization | 3 | 14 | 5 | 35 | (13) | (5) | |||||||||||||||||||||||||||||
| (23) | (39) | 11 | 27 | (5) | — | ||||||||||||||||||||||||||||||
| Settlements | 28 | 49 | 2 | 1 | — | — | |||||||||||||||||||||||||||||
| Total expense (income) | $ | 5 | $ | 10 | $ | 13 | $ | 29 | $ | (5) | $ | — | |||||||||||||||||||||||
The components of retirement benefits expense (income) other than service costs are included in Other expense (income) - net.
During 2020, the Company announced it was freezing its United States pension plans for its non-union employees. The freeze was effective January 1, 2021 for non-union U.S. employees whose retirement benefit was determined under a cash balance formula and is effective January 1, 2026 for non-union U.S. employees whose retirement benefit is determined under a final average pay formula.
During the third quarter and first nine months of 2023, the Company recognized settlement losses from lump-sum distributions of $10 million and $30 million, respectively. During the third quarter and first nine months of 2022, the Company recognized settlement losses from lump-sum distributions of $18 million and $50 million, respectively. During the third quarter and first nine months of 2022, the Company remeasured certain pension plans as a result of lump-sum distributions exceeding or expected to exceed the sum of service and interest costs for the year. These remeasurements resulted in a decrease of $88 million and $178 million in funded status and corresponding increase in Accumulated other comprehensive loss in the third quarter and first nine months of 2022, respectively.
Note 10. LEGAL CONTINGENCIES
Eaton is subject to a broad range of claims, administrative and legal proceedings such as lawsuits that relate to contractual allegations and indemnity claims, tax audits, patent infringement, personal injuries, antitrust matters, and employment-related matters. Eaton is also subject to legal claims from historic products which may have contained asbestos. Insurance may cover some of the costs associated with 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 Condensed Consolidated Financial Statements.
11
Note 11. INCOME TAXES
The effective income tax rate for the third quarter of 2023 was expense of 17.3% compared to expense of 15.5% for the third quarter of 2022. The effective income tax rate for the first nine months of 2023 was expense of 16.9% compared to expense of 15.4% for the first nine months of 2022. The increase in the effective tax rate in the third quarter and first nine months of 2023 was primarily due to greater levels of income in higher tax jurisdictions.
Note 12. EQUITY
The changes in Shareholders’ equity are as follows:
| Ordinary shares | Capital in excess of par value | Retained earnings | Accumulated other comprehensive loss | Shares held in trust | Total Eaton shareholders' equity | Noncontrolling interests | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Shares | Dollars | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2023 | 397.8 | $ | 4 | $ | 12,512 | $ | 8,468 | $ | (3,946) | $ | (1) | $ | 17,038 | $ | 38 | $ | 17,075 | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 638 | — | — | 638 | 1 | 639 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | 132 | 132 | 132 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid and accrued | — | — | — | (348) | — | — | (348) | (4) | (352) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | 0.7 | — | (11) | (1) | — | 1 | (11) | — | (11) | ||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | — | — | — | — | — | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2023 | 398.6 | $ | 4 | $ | 12,502 | $ | 8,757 | $ | (3,814) | $ | — | $ | 17,449 | $ | 36 | $ | 17,485 | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 744 | — | — | 744 | 1 | 745 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | 53 | 53 | 53 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | (344) | — | — | (344) | — | (344) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | 0.4 | — | 52 | (1) | — | (1) | 51 | — | 51 | ||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | — | — | — | — | — | (1) | (1) | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2023 | 399.0 | $ | 4 | $ | 12,554 | $ | 9,156 | $ | (3,760) | $ | (1) | $ | 17,953 | $ | 36 | $ | 17,988 | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 891 | — | — | 891 | 1 | 892 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | (167) | — | (167) | — | (167) | ||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | (343) | — | — | (343) | — | (343) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | 0.4 | — | 51 | (1) | — | — | 50 | — | 50 | ||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | — | — | — | — | — | (1) | (1) | ||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2023 | 399.3 | $ | 4 | $ | 12,604 | $ | 9,703 | $ | (3,927) | $ | (1) | $ | 18,383 | $ | 36 | $ | 18,420 | ||||||||||||||||||||||||||||||||||||
12
| Ordinary shares | Capital in excess of par value | Retained earnings | Accumulated other comprehensive loss | Shares held in trust | Total Eaton shareholders' equity | Noncontrolling interests | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Shares | Dollars | |||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2022 | 398.8 | $ | 4 | $ | 12,449 | $ | 7,594 | $ | (3,633) | $ | (1) | $ | 16,413 | $ | 38 | $ | 16,451 | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 532 | — | — | 532 | 1 | 533 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | 116 | 116 | 116 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid and accrued | — | — | — | (331) | — | — | (331) | (2) | (333) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | 0.8 | — | (22) | (2) | — | — | (24) | — | (24) | ||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | — | — | — | — | — | (1) | (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | (0.6) | — | — | (86) | — | — | (86) | — | (86) | ||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2022 | 399.0 | $ | 4 | $ | 12,427 | $ | 7,707 | $ | (3,517) | $ | (1) | $ | 16,620 | $ | 36 | $ | 16,656 | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 601 | — | — | 601 | — | 601 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | (444) | (444) | (444) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | (323) | — | — | (323) | — | (323) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | — | — | 26 | 1 | — | — | 27 | — | 27 | ||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | (1) | — | — | — | (1) | — | (1) | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | (0.7) | — | — | (100) | — | — | (100) | — | (100) | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2022 | 398.3 | $ | 4 | $ | 12,452 | $ | 7,886 | $ | (3,961) | $ | (1) | $ | 16,380 | $ | 36 | $ | 16,416 | ||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 607 | — | — | 607 | 1 | 608 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | (522) | — | (522) | — | (522) | ||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | (323) | — | — | (323) | — | (323) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | 0.1 | — | 26 | — | — | — | 26 | — | 26 | ||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | — | — | — | — | — | (2) | (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | (0.7) | — | — | (100) | — | — | (100) | — | (100) | ||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2022 | 397.7 | $ | 4 | $ | 12,478 | $ | 8,070 | $ | (4,483) | $ | (1) | $ | 16,068 | $ | 35 | $ | 16,103 | ||||||||||||||||||||||||||||||||||||
On February 27, 2019, the Board of Directors adopted a share repurchase program for share repurchases up to $5.0 billion of ordinary shares (2019 Program). On February 23, 2022, the Board renewed the 2019 Program by providing authority for up to $5.0 billion in repurchases to be made during the three-year period commencing on that date (2022 Program). Under the 2022 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During the three and nine months ended September 30, 2023, no ordinary shares were repurchased. During the three and nine months ended September 30, 2022, 0.7 million and 2.0 million ordinary shares, respectively, were repurchased under the 2022 program in the open market at a total cost of $100 million and $286 million, respectively.
The changes in Accumulated other comprehensive loss are as follows:
| (In millions) | Currency translation and related hedging instruments | Pensions and other postretirement benefits | Cash flow hedges | Total | |||||||||||||||||||
| Balance at January 1, 2023 | $ | (3,264) | $ | (810) | $ | 129 | $ | (3,946) | |||||||||||||||
| Other comprehensive income (loss) before reclassifications | 21 | (8) | 37 | 50 | |||||||||||||||||||
| Amounts reclassified from Accumulated other comprehensive loss (income) | (10) | 21 | (44) | (32) | |||||||||||||||||||
| Net current-period Other comprehensive income (loss) | 11 | 14 | (7) | 18 | |||||||||||||||||||
| Balance at September 30, 2023 | $ | (3,253) | $ | (796) | $ | 122 | $ | (3,927) | |||||||||||||||
13
The reclassifications out of Accumulated other comprehensive loss are as follows:
| (In millions) | Nine months ended September 30, 2023 | Consolidated Statements of Income classification | ||||||||||||
| Gains and (losses) on net investment hedges (amount excluded from effectiveness testing) | ||||||||||||||
| Currency exchange contracts | $ | 10 | Interest expense - net | |||||||||||
| Tax expense | — | |||||||||||||
| Total, net of tax | 10 | |||||||||||||
| Amortization of defined benefits pensions and other postretirement benefits items | ||||||||||||||
| Actuarial loss and prior service cost | (25) | 1 | ||||||||||||
| Tax benefit | 4 | |||||||||||||
| Total, net of tax | (21) | |||||||||||||
| Gains and (losses) on cash flow hedges | ||||||||||||||
| Floating-to-fixed interest rate swaps | 9 | Interest expense - net | ||||||||||||
| Currency exchange contracts | 45 | Net sales and Cost of products sold | ||||||||||||
| Commodity contracts | 1 | Cost of products sold | ||||||||||||
| Tax expense | (12) | |||||||||||||
| Total, net of tax | 44 | |||||||||||||
| Total reclassifications for the period | $ | 32 | ||||||||||||
1 These components of Accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 9 for additional information about pension and other postretirement benefits items.
Net Income Per Share Attributable to Eaton Ordinary Shareholders
A summary of the calculation of net income per share attributable to Eaton ordinary shareholders is as follows:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions except for per share data) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | $ | 891 | $ | 607 | $ | 2,273 | $ | 1,741 | |||||||||||||||
| Weighted-average number of ordinary shares outstanding - diluted | 401.6 | 400.3 | 400.9 | 400.9 | |||||||||||||||||||
| Less dilutive effect of equity-based compensation | 2.2 | 1.9 | 1.9 | 2.0 | |||||||||||||||||||
| Weighted-average number of ordinary shares outstanding - basic | 399.4 | 398.4 | 399.0 | 398.9 | |||||||||||||||||||
| Net income per share attributable to Eaton ordinary shareholders | |||||||||||||||||||||||
| Diluted | $ | 2.22 | $ | 1.52 | $ | 5.67 | $ | 4.34 | |||||||||||||||
| Basic | 2.23 | 1.52 | 5.70 | 4.36 | |||||||||||||||||||
For the third quarter of 2023, all stock options were included in the calculation of diluted net income per share attributable to Eaton ordinary shareholders because they were all dilutive. For the first nine months of 2023, 0.1 million stock options were excluded from the calculation of diluted net income per share attributable to Eaton ordinary shareholders because the exercise price of the options exceeded the average market price of the ordinary shares during the period and their effect, accordingly, would have been antidilutive. For the third quarter and first nine months of 2022, 0.2 million and 0.1 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.
14
Note 13. FAIR VALUE MEASUREMENTS
Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to satisfy a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy is established, which categorizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
A summary of financial instruments and contingent consideration recognized at fair value, and the fair value measurements used, is as follows:
| (In millions) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| September 30, 2023 | |||||||||||||||||||||||
| Cash | $ | 348 | $ | 348 | $ | — | $ | — | |||||||||||||||
| Short-term investments | 1,558 | 1,558 | — | — | |||||||||||||||||||
| Net derivative contracts | 9 | — | 9 | — | |||||||||||||||||||
| Contingent future payments from acquisition of Green Motion | (45) | — | — | (45) | |||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||
| Cash | $ | 294 | $ | 294 | $ | — | $ | — | |||||||||||||||
| Short-term investments | 261 | 261 | — | — | |||||||||||||||||||
| Net derivative contracts | 29 | — | 29 | — | |||||||||||||||||||
| Contingent future payments from acquisition of Green Motion | (44) | — | — | (44) | |||||||||||||||||||
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.
On March 22, 2021, Eaton acquired Green Motion SA, a leading designer and manufacturer of electric vehicle charging hardware and related software based in Switzerland. Green Motion SA was acquired for $106 million, including $49 million of cash paid at closing and an initial estimate of $57 million for the fair value of contingent future consideration based on 2023 and 2024 revenue performance. The fair value of contingent consideration liabilities is estimated by discounting contingent payments expected to be made, and may increase or decrease based on changes in revenue estimates and discount rates, with a maximum possible undiscounted value of $113 million. As of September 30, 2023, the fair value of the contingent future payments has been reduced to $45 million based primarily on anticipated reductions in projected 2023 revenue compared to the initial estimate.
Other Fair Value Measurements
Long-term debt and the current portion of long-term debt had a carrying value of $9,125 million and fair value of $8,252 million at September 30, 2023 compared to $8,331 million and $7,625 million, respectively, at December 31, 2022. The fair value of Eaton's debt instruments was estimated using prevailing market interest rates on debt with similar creditworthiness, terms and maturities and is considered a Level 2 fair value measurement.
15
Note 14. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
In the normal course of business, Eaton is exposed to certain risks related to fluctuations in interest rates, currency exchange rates and commodity prices. The Company uses various derivative and non-derivative financial instruments, primarily interest rate swaps, currency forward exchange contracts, currency swaps and commodity contracts to manage risks from these market fluctuations. The instruments used by Eaton are straightforward, non-leveraged instruments. The counterparties to these instruments are financial institutions with strong credit ratings. Eaton maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions. Such instruments are not purchased and sold for trading purposes.
Derivative financial instruments are accounted for at fair value and recognized as assets or liabilities in the Consolidated Balance Sheets. Accounting for the gain or loss resulting from the change in the fair value of the derivative financial instrument depends on whether it has been designated as part of a hedging relationship, is effective and the nature of the hedging activity. Eaton formally documents all relationships between derivative financial instruments accounted for as designated hedges and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. This process includes linking derivative financial instruments to a recognized asset or liability, specific firm commitment, forecasted transaction, or net investment in a foreign operation. These financial instruments can be designated as:
•Hedges of the change in the fair value of a recognized fixed-rate asset or liability, or the firm commitment to acquire such an asset or liability (a fair value hedge); for these hedges, the gain or loss from the derivative financial instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in income during the period of change in fair value.
•Hedges of the variable cash flows of a recognized variable-rate asset or liability, or the forecasted acquisition of such an asset or liability (a cash flow hedge); for these hedges, the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive income and reclassified to income in the same period when the gain or loss on the hedged item is included in income.
•Hedges of the currency exposure related to a net investment in a foreign operation (a net investment hedge); for these hedges, the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive income and reclassified to income in the same period when the gain or loss related to the net investment in the foreign operation is included in income.
The gain or loss from a derivative financial instrument designated as a hedge is classified in the same line of the Consolidated Statements of Income as the offsetting loss or gain on the hedged item. The cash flows resulting from these financial instruments are classified in operating activities on the Condensed Consolidated Statements of Cash Flows.
For derivatives that are not designated as a hedge, any gain or loss is immediately recognized in income. The majority of derivatives used in this manner relate to risks resulting from assets or liabilities denominated in a foreign currency and certain commodity contracts that arise in the normal course of business.
Eaton uses currency exchange contracts and certain of its debt denominated in foreign currency to hedge portions of its net investments in foreign operations against foreign currency exposure (net investment hedges). The Company uses the spot rate method to assess hedge effectiveness when currency exchange contracts are used in net investment hedges. Under this method, changes in the spot exchange rate are recognized in Accumulated other comprehensive loss. Changes related to the forward rate are excluded from the hedging relationship and the forward points are amortized to Interest expense - net on a straight-line basis over the term of the contract. The cash flows resulting from these currency exchange contracts are classified in investing activities on the Condensed Consolidated Statements of Cash Flows.
16
Derivative Financial Statement Impacts
The fair value of derivative financial instruments recognized in the Consolidated Balance Sheets is as follows:
| (In millions) | Notional amount | Other current assets | Other noncurrent assets | Other current liabilities | Other noncurrent liabilities | Type of hedge | Term | ||||||||||||||||||||||||||||||||||
| September 30, 2023 | |||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as hedges | |||||||||||||||||||||||||||||||||||||||||
Forward starting floating-to-fixed interest rate swaps | $ | 53 | $ | — | $ | 1 | $ | — | $ | — | Cash flow | 8 years | |||||||||||||||||||||||||||||
| Currency exchange contracts | 764 | 27 | 1 | 13 | 3 | Cash flow | 1 to 28 months | ||||||||||||||||||||||||||||||||||
| Commodity contracts | 58 | — | — | 2 | — | Cash flow | 1 to 12 months | ||||||||||||||||||||||||||||||||||
| Currency exchange contracts | 549 | — | — | 2 | — | Net investment | 3 months | ||||||||||||||||||||||||||||||||||
| Total | $ | 27 | $ | 2 | $ | 17 | $ | 3 | |||||||||||||||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||||||||||||||||||||
| Currency exchange contracts | $ | 4,735 | $ | 11 | $ | 11 | 1 to 7 months | ||||||||||||||||||||||||||||||||||
| December 31, 2022 | |||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as hedges | |||||||||||||||||||||||||||||||||||||||||
| Currency exchange contracts | $ | 1,240 | $ | 35 | $ | 2 | $ | 17 | $ | 9 | Cash flow | 1 to 36 months | |||||||||||||||||||||||||||||
| Commodity contracts | 64 | 4 | — | 2 | — | Cash flow | 1 to 12 months | ||||||||||||||||||||||||||||||||||
| Total | $ | 39 | $ | 2 | $ | 19 | $ | 9 | |||||||||||||||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||||||||||||||||||||
| Currency exchange contracts | $ | 4,683 | $ | 30 | $ | 14 | 1 to 12 months | ||||||||||||||||||||||||||||||||||
The currency exchange contracts shown in the table above as derivatives not designated as hedges are primarily contracts entered into to manage currency volatility or exposure on intercompany receivables, payables and loans. While Eaton does not elect hedge accounting treatment for these derivatives, Eaton targets managing 100% of the intercompany balance sheet exposure to minimize the effect of currency volatility related to the movement of goods and services in the normal course of its operations. This activity represents the great majority of these currency exchange contracts. The cash flows resulting from the settlement of these derivatives have been classified in investing activities in the Condensed Consolidated Statements of Cash Flows.
Foreign currency denominated debt designated as non-derivative net investment hedging instruments had a carrying value on an after-tax basis of $3,010 million at September 30, 2023 and $2,711 million at December 31, 2022.
As of September 30, 2023, the volume of outstanding commodity contracts that were entered into to hedge forecasted transactions:
| Commodity | September 30, 2023 | Term | ||||||||||||||||||
| Aluminum | 4 | Millions of pounds | 1 to 11 months | |||||||||||||||||
| Copper | 12 | Millions of pounds | 1 to 12 months | |||||||||||||||||
| Gold | 1,662 | Troy ounces | 1 to 12 months | |||||||||||||||||
| Silver | 166,422 | Troy ounces | 1 to 10 months | |||||||||||||||||
17
The following amounts were recorded on the Consolidated Balance Sheets related to fixed-to-floating interest rate swaps:
| (In millions) | Carrying amount of the hedged assets (liabilities) | Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged asset (liabilities) (a) | |||||||||||||||||||||
| Location on Consolidated Balance Sheets | September 30, 2023 | December 31, 2022 | September 30, 2023 | December 31, 2022 | |||||||||||||||||||
| Long-term debt | $ | (713) | $ | (713) | $ | (44) | $ | (48) | |||||||||||||||
(a) At September 30, 2023 and December 31, 2022, these amounts include the cumulative liability amount of fair value hedging adjustments remaining for which the hedge accounting has been discontinued of $44 million and $48 million, respectively.
The impact of cash flow and fair value hedging activities to the Consolidated Statements of Income is as follows:
| Three months ended September 30, 2023 | |||||||||||||||||
| (In millions) | Net Sales | Cost of products sold | Interest expense - net | ||||||||||||||
| Amounts from Consolidated Statements of Income | $ | 5,880 | $ | 3,684 | $ | 33 | |||||||||||
| Gain (loss) on derivatives designated as cash flow hedges | |||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | |||||||||||||||||
| Hedged item | $ | — | $ | — | $ | (3) | |||||||||||
| Derivative designated as hedging instrument | — | — | 3 | ||||||||||||||
| Currency exchange contracts | |||||||||||||||||
| Hedged item | $ | (3) | $ | (16) | $ | — | |||||||||||
| Derivative designated as hedging instrument | 3 | 16 | — | ||||||||||||||
| Three months ended September 30, 2022 | |||||||||||||||||
| (In millions) | Net Sales | Cost of products sold | Interest expense - net | ||||||||||||||
| Amounts from Consolidated Statements of Income | $ | 5,313 | $ | 3,545 | $ | 37 | |||||||||||
| Gain (loss) on derivatives designated as cash flow hedges | |||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | |||||||||||||||||
| Hedged item | $ | — | $ | — | $ | (1) | |||||||||||
| Derivative designated as hedging instrument | — | — | 1 | ||||||||||||||
| Currency exchange contracts | |||||||||||||||||
| Hedged item | $ | 5 | $ | (6) | $ | — | |||||||||||
| Derivative designated as hedging instrument | (5) | 6 | — | ||||||||||||||
| Commodity contracts | |||||||||||||||||
| Hedged item | $ | — | $ | 3 | $ | — | |||||||||||
| Derivative designated as hedging instrument | — | (3) | — | ||||||||||||||
18
| Nine months ended September 30, 2023 | |||||||||||||||||
| (In millions) | Net sales | Cost of products sold | Interest expense - net | ||||||||||||||
| Amounts from Consolidated Statements of Income | $ | 17,229 | $ | 11,030 | $ | 124 | |||||||||||
| Gain (loss) on derivatives designated as cash flow hedges | |||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | |||||||||||||||||
| Hedged item | $ | — | $ | — | $ | (9) | |||||||||||
| Derivative designated as hedging instrument | — | — | 9 | ||||||||||||||
| Currency exchange contracts | |||||||||||||||||
| Hedged item | $ | (2) | $ | (46) | $ | — | |||||||||||
| Derivative designated as hedging instrument | 2 | 46 | — | ||||||||||||||
| Commodity contracts | |||||||||||||||||
| Hedged item | $ | — | $ | (1) | $ | — | |||||||||||
| Derivative designated as hedging instrument | — | 1 | — | ||||||||||||||
| Nine months ended September 30, 2022 | |||||||||||||||||
| (In millions) | Net sales | Cost of products sold | Interest expense - net | ||||||||||||||
| Amounts from Consolidated Statements of Income | $ | 15,368 | $ | 10,319 | $ | 100 | |||||||||||
| Gain (loss) on derivatives designated as cash flow hedges | |||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | |||||||||||||||||
| Hedged item | $ | — | $ | — | $ | (1) | |||||||||||
| Derivative designated as hedging instrument | — | — | 1 | ||||||||||||||
| Currency exchange contracts | |||||||||||||||||
| Hedged item | $ | 10 | $ | (12) | $ | — | |||||||||||
| Derivative designated as hedging instrument | (10) | 12 | — | ||||||||||||||
| Gain (loss) on derivatives designated as fair value hedges | |||||||||||||||||
| Fixed-to-floating interest rate swaps | |||||||||||||||||
| Hedged item | $ | — | $ | — | $ | 8 | |||||||||||
| Derivative designated as hedging instrument | — | — | (8) | ||||||||||||||
19
The impact of derivatives not designated as hedges to the Consolidated Statements of Income is as follows:
| Gain (loss) recognized in Consolidated Statements of Income | Consolidated Statements of Income classification | ||||||||||||||||
| Three months ended September 30 | |||||||||||||||||
| (In millions) | 2023 | 2022 | |||||||||||||||
| Gain (loss) on derivatives not designated as hedges | |||||||||||||||||
| Currency exchange contracts | $ | 14 | $ | (52) | Interest expense - net | ||||||||||||
| Total | $ | 14 | $ | (52) | |||||||||||||
| Gain (loss) recognized in Consolidated Statements of Income | Consolidated Statements of Income classification | ||||||||||||||||
| Nine months ended September 30 | |||||||||||||||||
| (In millions) | 2023 | 2022 | |||||||||||||||
| Gain (loss) on derivatives not designated as hedges | |||||||||||||||||
| Currency exchange contracts | $ | 31 | $ | (85) | Interest expense - net | ||||||||||||
| Commodity contracts | — | (15) | Other expense (income) - net and Cost of products sold (a) | ||||||||||||||
| Total | $ | 31 | $ | (100) | |||||||||||||
(a) In the second quarter of 2022, Eaton changed the presentation of gains and losses associated with derivative contracts for commodities that are not designated as hedges from Cost of products sold to Other expense (income) - net on the Consolidated Statements of Income. Prior period amounts have not been reclassified as they are not material.
20
The impact of derivative and non-derivative instruments designated as hedges to the Consolidated Statements of Income and Comprehensive Income is as follows:
| Gain (loss) recognized in other comprehensive income (loss) | Location of gain (loss) reclassified from Accumulated other comprehensive loss | Gain (loss) reclassified from Accumulated other comprehensive loss | |||||||||||||||||||||||||||
| Three months ended September 30 | Three months ended September 30 | ||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
| Derivatives designated as cash flow hedges | |||||||||||||||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | $ | 1 | $ | (36) | Interest expense - net | $ | 3 | $ | 1 | ||||||||||||||||||||
| Currency exchange contracts | (2) | (8) | Net sales and Cost of products sold | 20 | (1) | ||||||||||||||||||||||||
| Commodity contracts | (1) | (3) | Cost of products sold | — | (3) | ||||||||||||||||||||||||
| Derivatives designated as net investment hedges | |||||||||||||||||||||||||||||
| Currency exchange contracts | |||||||||||||||||||||||||||||
| Effective portion | 3 | — | Gain (loss) on sale of business | — | — | ||||||||||||||||||||||||
| Amount excluded from effectiveness testing | 2 | — | Interest expense - net | 4 | — | ||||||||||||||||||||||||
| Non-derivative designated as net investment hedges | |||||||||||||||||||||||||||||
| Foreign currency denominated debt | 85 | 164 | Gain (loss) on sale of business | — | — | ||||||||||||||||||||||||
| Total | $ | 87 | $ | 117 | $ | 27 | $ | (3) | |||||||||||||||||||||
21
| Gain (loss) recognized in other comprehensive income (loss) | Location of gain (loss) reclassified from Accumulated other comprehensive loss | Gain (loss) reclassified from Accumulated other comprehensive loss | |||||||||||||||||||||||||||
| Nine months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
| Derivatives designated as cash flow hedges | |||||||||||||||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | $ | 2 | $ | 202 | Interest expense - net | $ | 9 | $ | 1 | ||||||||||||||||||||
| Currency exchange contracts | 47 | (18) | Net sales and Cost of products sold | 45 | 3 | ||||||||||||||||||||||||
| Commodity contracts | (2) | (11) | Cost of products sold | 1 | — | ||||||||||||||||||||||||
| Derivatives designated as net investment hedges | |||||||||||||||||||||||||||||
| Currency exchange contracts | |||||||||||||||||||||||||||||
| Effective portion | 21 | — | Gain (loss) on sale of business | — | — | ||||||||||||||||||||||||
| Amount excluded from effectiveness testing | 11 | — | Interest expense - net | 10 | — | ||||||||||||||||||||||||
| Non-derivative designated as net investment hedges | |||||||||||||||||||||||||||||
| Foreign currency denominated debt | 19 | 405 | Gain (loss) on sale of business | — | — | ||||||||||||||||||||||||
| Total | $ | 98 | $ | 577 | $ | 65 | $ | 4 | |||||||||||||||||||||
The pre-tax portion of the fair value of currency exchange contracts designated as net investment hedges included in Accumulated other comprehensive loss were net gains of $21 million at September 30, 2023. The pre-tax portion of the fair value of the forward points included in Accumulated other comprehensive loss were net gains of $11 million at September 30, 2023.
At September 30, 2023, a gain of $12 million of estimated unrealized net gains or losses associated with our cash flow hedges were expected to be reclassified to income from Accumulated other comprehensive loss within the next twelve months. These reclassifications relate to our designated foreign currency and commodity hedges that will mature in the next 12 months.
22
Note 15. RESTRUCTURING CHARGES
In the second quarter of 2020, Eaton initiated a multi-year restructuring program to reduce its cost structure and gain efficiencies in its business segments and at corporate in order to initially respond to declining market conditions brought on by the COVID-19 pandemic. Since the inception of the program, the Company has incurred charges of $371 million. These restructuring activities are expected to be completed in 2023 with total estimated charges of $380 million cumulatively for the entire program. The remaining charges in 2023 are expected to relate primarily to plant closing and other costs.
A summary of restructuring program charges is as follows:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions except for per share data) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Workforce reductions | $ | — | $ | 5 | $ | 17 | $ | 11 | |||||||||||||||
| Plant closing and other | 7 | 17 | 29 | 38 | |||||||||||||||||||
| Total before income taxes | 7 | 22 | 46 | 49 | |||||||||||||||||||
| Income tax benefit | 1 | 4 | 9 | 10 | |||||||||||||||||||
| Total after income taxes | $ | 5 | $ | 18 | $ | 37 | $ | 39 | |||||||||||||||
| Per ordinary share - diluted | $ | 0.01 | $ | 0.04 | $ | 0.09 | $ | 0.10 | |||||||||||||||
Restructuring program charges related to the following segments:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Electrical Americas | $ | — | $ | 4 | $ | 4 | $ | 14 | |||||||||||||||
| Electrical Global | 5 | 8 | 22 | 14 | |||||||||||||||||||
| Aerospace | 1 | 2 | 4 | 6 | |||||||||||||||||||
| Vehicle | 1 | 2 | 4 | 8 | |||||||||||||||||||
| eMobility | — | — | 6 | — | |||||||||||||||||||
| Corporate | — | 5 | 6 | 7 | |||||||||||||||||||
| Total | $ | 7 | $ | 22 | $ | 46 | $ | 49 | |||||||||||||||
A summary of liabilities related to workforce reductions, plant closing, and other associated costs is as follows:
1The restructuring program liability was adjusted by $30 million in 2022 related to true-ups for completed workforce reductions and the decision not to close a facility in the Vehicle segment that was previously included in the program.
| (In millions) | Workforce reductions | Plant closing and other | Total | ||||||||||||||
| Balance at January 1, 2020 | $ | — | $ | — | $ | — | |||||||||||
Liability recognized | 172 | 42 | 214 | ||||||||||||||
| Payments, utilization and translation | (33) | (39) | (72) | ||||||||||||||
| Balance at December 31, 2020 | 139 | 3 | 142 | ||||||||||||||
Liability recognized | 21 | 57 | 78 | ||||||||||||||
| Payments, utilization and translation | (64) | (52) | (116) | ||||||||||||||
Balance at December 31, 2021 | 96 | 8 | 104 | ||||||||||||||
Liability recognized, net1 | (13) | 47 | 33 | ||||||||||||||
| Payments, utilization and translation | (45) | (51) | (96) | ||||||||||||||
Balance at December 31, 2022 | 38 | 4 | 41 | ||||||||||||||
| Liability recognized, net | 17 | 29 | 46 | ||||||||||||||
Payments | (15) | (27) | (41) | ||||||||||||||
Balance at September 30, 2023 | $ | 40 | $ | 6 | $ | 46 | |||||||||||
These restructuring program charges were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other expense (income) - net, as appropriate. In Business Segment Information, these restructuring program charges are treated as Corporate items. See Note 16 for additional information about business segments.
23
Note 16. BUSINESS SEGMENT INFORMATION
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance. Eaton's operating segments are Electrical Americas, Electrical Global, Aerospace, Vehicle, and eMobility. Operating profit includes the operating profit from intersegment sales. For additional information regarding Eaton's business segments, see Note 17 to the Consolidated Financial Statements contained in the 2022 Form 10-K.
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Electrical Americas | $ | 2,594 | $ | 2,179 | $ | 7,426 | $ | 6,201 | |||||||||||||||
| Electrical Global | 1,503 | 1,486 | 4,572 | 4,418 | |||||||||||||||||||
| Aerospace | 867 | 768 | 2,517 | 2,227 | |||||||||||||||||||
| Vehicle | 753 | 744 | 2,242 | 2,123 | |||||||||||||||||||
| eMobility | 163 | 137 | 471 | 399 | |||||||||||||||||||
| Total net sales | $ | 5,880 | $ | 5,313 | $ | 17,229 | $ | 15,368 | |||||||||||||||
| Segment operating profit (loss) | |||||||||||||||||||||||
| Electrical Americas | $ | 719 | $ | 511 | $ | 1,913 | $ | 1,368 | |||||||||||||||
| Electrical Global | 328 | 305 | 892 | 866 | |||||||||||||||||||
| Aerospace | 209 | 185 | 580 | 506 | |||||||||||||||||||
| Vehicle | 131 | 125 | 353 | 346 | |||||||||||||||||||
| eMobility | — | (2) | (5) | (7) | |||||||||||||||||||
| Total segment operating profit | 1,386 | 1,124 | 3,732 | 3,079 | |||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Intangible asset amortization expense | (107) | (124) | (344) | (375) | |||||||||||||||||||
| Interest expense - net | (33) | (37) | (124) | (100) | |||||||||||||||||||
| Pension and other postretirement benefits income | 11 | 7 | 33 | 35 | |||||||||||||||||||
| Restructuring program charges | (7) | (22) | (46) | (49) | |||||||||||||||||||
| Other expense - net | (171) | (227) | (512) | (529) | |||||||||||||||||||
| Income before income taxes | 1,079 | 720 | 2,739 | 2,060 | |||||||||||||||||||
| Income tax expense | 187 | 112 | 463 | 316 | |||||||||||||||||||
| Net income | 892 | 608 | 2,277 | 1,743 | |||||||||||||||||||
| Less net income for noncontrolling interests | (1) | (1) | (4) | (2) | |||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | $ | 891 | $ | 607 | $ | 2,273 | $ | 1,741 | |||||||||||||||
24
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Amounts are in millions of dollars or shares unless indicated otherwise (per share data assume dilution). Columns and rows may not add and the sum of components may not equal total amounts reported due to rounding.
COMPANY OVERVIEW
Eaton Corporation plc (Eaton or the Company) is a global intelligent power management company dedicated to improving the quality of life and protecting the environment for people everywhere. We are guided by our commitment to do business right, to operate sustainably and to help our customers manage power – today and well into the future. We're committed to accelerating the planet's transition to renewable energy, helping to solve the world's most urgent power management challenges, and doing what's best for our stakeholders and all of society.
We are well positioned to capitalize on the megatrends of electrification, energy transition and digitalization. The reindustrialization of North America and Europe, emerging megaprojects, and increased global infrastructure spending focused on clean energy programs, are expanding our end markets and positioning Eaton for growth for years to come. We are strengthening our participation across the entire electrical power value chain and benefiting from momentum in the data center and utility end markets as well as a growth cycle in the commercial aerospace and defense markets.
Over the past several years, we've completed a number of transactions to add higher-growth, higher-margin businesses to our portfolio. These updates have better aligned the Company with secular growth trends and positioned the Company for future growth. This transformation of our portfolio of businesses, along with continued organic sales growth and operational performance, has led to 46% growth in our net income per share in the third quarter of 2023 compared to the third quarter of 2022.
Founded in 1911, Eaton is marking its 100th anniversary of being listed on the New York Stock Exchange. We reported revenues of $20.8 billion in 2022 and serve customers in more than 170 countries.
Portfolio Changes
The Company continues to actively manage its portfolio of businesses to deliver on its strategic objectives. The Company is focused on deploying its capital toward businesses that provide opportunities for above-market growth, strong returns, and align with secular trends and its power management strategies. During 2022 and 2023, Eaton continued to selectively add businesses to strengthen its portfolio.
| Acquisitions of businesses and investments in associate companies | Date of acquisition | Business segment | ||||||||||||
| Royal Power Solutions | January 5, 2022 | eMobility | ||||||||||||
A manufacturer of high-precision electrical connectivity components used in electric vehicle, energy management, industrial and mobility markets. | ||||||||||||||
| Jiangsu Huineng Electric Co., Ltd’s circuit breaker business | July 1, 2022 | Electrical Global | ||||||||||||
A 50 percent stake in Jiangsu Huineng Electric Co., Ltd's circuit breaker business which manufactures and markets low-voltage circuit breakers in China. | ||||||||||||||
| Jiangsu Ryan Electrical Co. Ltd. | April 23, 2023 | Electrical Global | ||||||||||||
| A 49 percent stake in Jiangsu Ryan Electrical Co. Ltd., a manufacturer of power distribution and sub-transmission transformers in China. | ||||||||||||||
Additional information related to acquisitions and divestiture of businesses is presented in Note 2.
25
RESULTS OF OPERATIONS
Non-GAAP Financial Measures
The following discussion of Consolidated Financial Results includes certain non-GAAP financial measures. These financial measures include adjusted earnings and adjusted earnings per ordinary share, each of which differs from the most directly comparable measure calculated in accordance with generally accepted accounting principles (GAAP). A reconciliation of adjusted earnings and adjusted earnings per ordinary share to the most directly comparable GAAP measure is included in the Consolidated Financial Results table below. Management believes that these financial measures are useful to investors because they provide additional meaningful financial information that should be considered when assessing our business performance and trends, and they allow investors to more easily compare Eaton’s financial performance period to period. Management uses this information in monitoring and evaluating the on-going performance of Eaton.
Acquisition and Divestiture Charges
Eaton incurs integration charges and transaction costs to acquire and integrate businesses, and transaction, separation and other costs to divest and exit businesses. Eaton also recognizes gains and losses on the sale of businesses. A summary of these Corporate items is as follows:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions except for per share data) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Acquisition integration, divestiture charges and transaction costs | $ | 18 | $ | 103 | $ | 69 | $ | 182 | |||||||||||||||
| Gain on the sale of the Hydraulics business | — | — | — | (24) | |||||||||||||||||||
| Total before income taxes | 18 | 103 | 69 | 158 | |||||||||||||||||||
| Income tax benefit | 4 | 17 | 14 | 25 | |||||||||||||||||||
| Total after income taxes | $ | 14 | $ | 86 | $ | 54 | $ | 133 | |||||||||||||||
| Per ordinary share - diluted | $ | 0.03 | $ | 0.21 | $ | 0.14 | $ | 0.33 | |||||||||||||||
Acquisition integration, divestiture charges and transaction costs in 2023 and 2022 are related to the acquisition of Royal Power Solutions and other acquisitions completed prior to 2022, including other charges and income to acquire and exit businesses. Costs in 2023 and 2022 also included certain indemnity claims associated with the sale of 50% interest in the commercial vehicle automated transmission business in 2017. Costs in 2022 also included charges of $29 million presented in Other expense (income) - net on the Consolidated Statements of Income related to the decision in the second quarter of 2022 to exit the Company's business operations in Russia. These charges consisted primarily of write-downs of accounts receivable, inventory and other assets, and accruals for severance. These charges were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other expense (income) - net. In Business Segment Information in Note 16, the charges were included in Other expense - net.
Restructuring
In the second quarter of 2020, Eaton initiated a multi-year restructuring program to reduce its cost structure and gain efficiencies in its business segments and at corporate in order to initially respond to declining market conditions brought on by the COVID-19 pandemic. Since the inception of the program, the Company has incurred charges of $371 million. These restructuring activities are expected to be completed in 2023 with total estimated charges of $380 million cumulatively for the entire program and projected mature year savings of $265 million when fully implemented. The remaining charges in 2023 are expected to relate primarily to plant closing and other costs. Additional information related to this restructuring is presented in Note 15.
Intangible Asset Amortization Expense
Intangible asset amortization expense is as follows:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions except for per share data) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Intangible asset amortization expense | $ | 107 | $ | 124 | $ | 344 | $ | 375 | |||||||||||||||
| Income tax benefit | 23 | 27 | 74 | 80 | |||||||||||||||||||
| Total after income taxes | $ | 84 | $ | 97 | $ | 269 | $ | 295 | |||||||||||||||
| Per ordinary share - diluted | $ | 0.21 | $ | 0.25 | $ | 0.67 | $ | 0.74 | |||||||||||||||
26
Consolidated Financial Results
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| (In millions except for per share data) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||
| Net sales | $ | 5,880 | $ | 5,313 | 11 | % | $ | 17,229 | $ | 15,368 | 12 | % | |||||||||||||||||||||||
| Gross profit | 2,196 | 1,768 | 24 | % | 6,199 | 5,049 | 23 | % | |||||||||||||||||||||||||||
| Percent of net sales | 37.3 | % | 33.3 | % | 36.0 | % | 32.9 | % | |||||||||||||||||||||||||||
| Income before income taxes | 1,079 | 720 | 50 | % | 2,739 | 2,060 | 33 | % | |||||||||||||||||||||||||||
| Net income | 892 | 608 | 47 | % | 2,277 | 1,743 | 31 | % | |||||||||||||||||||||||||||
| Less net income for noncontrolling interests | (1) | (1) | (4) | (2) | |||||||||||||||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | 891 | 607 | 47 | % | 2,273 | 1,741 | 31 | % | |||||||||||||||||||||||||||
| Excluding acquisition and divestiture charges, after-tax | 14 | 86 | 54 | 133 | |||||||||||||||||||||||||||||||
| Excluding restructuring program charges, after-tax | 5 | 18 | 37 | 39 | |||||||||||||||||||||||||||||||
| Excluding intangible asset amortization expense, after-tax | 84 | 97 | 269 | 295 | |||||||||||||||||||||||||||||||
| Adjusted earnings | $ | 994 | $ | 807 | 23 | % | $ | 2,633 | $ | 2,207 | 19 | % | |||||||||||||||||||||||
| Net income per share attributable to Eaton ordinary shareholders - diluted | $ | 2.22 | $ | 1.52 | 46 | % | $ | 5.67 | $ | 4.34 | 31 | % | |||||||||||||||||||||||
| Excluding per share impact of acquisition and divestiture charges, after-tax | 0.03 | 0.21 | 0.14 | 0.33 | |||||||||||||||||||||||||||||||
| Excluding per share impact of restructuring program charges, after-tax | 0.01 | 0.04 | 0.09 | 0.10 | |||||||||||||||||||||||||||||||
| Excluding per share impact of intangible asset amortization expense, after-tax | 0.21 | 0.25 | 0.67 | 0.74 | |||||||||||||||||||||||||||||||
| Adjusted earnings per ordinary share | $ | 2.47 | $ | 2.02 | 22 | % | $ | 6.57 | $ | 5.51 | 19 | % | |||||||||||||||||||||||
Net Sales
| Changes in Net sales are summarized as follows: | Three months ended September 30, 2023 | Nine months ended September 30, 2023 | |||||||||
| Organic growth | 9 | % | 12 | % | |||||||
| Foreign currency | 2 | % | — | % | |||||||
| Total increase in Net sales | 11 | % | 12 | % | |||||||
Organic sales increased 9% in the third quarter of 2023 primarily due to strength in industrial, utility, machine OEM, and data center end-markets of the Electrical Americas business segment, strength in sales to commercial OEM and aftermarket in the Aerospace business segment, and the ramp up of key programs in the eMobility business segment due to robust demand for electric vehicles.
Organic sales increased 12% in the first nine months of 2023 primarily due to strength in commercial & institutional, utility, industrial, and data center end-markets of the Electrical Americas and Electrical Global business segments, strength in sales to commercial OEM and aftermarket in the Aerospace business segment, strength in the North American, European, and Asia Pacific regions in the Vehicle business segment, and the ramp up of key programs in the eMobility business segment due to robust demand for electric vehicles.
Gross Profit
Gross profit margin increased from 33.3% in the third quarter of 2022 to 37.3% in the third quarter of 2023 primarily due to higher sales volumes and net price realization in the Electrical Americas and Aerospace business segments, and net sales price realization in the Electrical Global and Vehicle business segments, partially offset by lower sales volumes in the Electrical Global and Vehicle business segments, and unfavorable product mix in the Electrical Global business segment.
Gross profit margin increased from 32.9% in the first nine months of 2022 to 36.0% in the first nine months of 2023 primarily due to higher sales volumes and net price realization, partially offset by unfavorable product mix and operating inefficiencies in the Electrical Global and Vehicle business segments.
27
Income Taxes
The effective income tax rate for the third quarter of 2023 was expense of 17.3% compared to expense of 15.5% for the third quarter of 2022. The effective income tax rate for the first nine months of 2023 was expense of 16.9% compared to expense of 15.4% for the first nine months of 2022. The increase in the effective tax rate in the third quarter and first nine months of 2023 was primarily due to greater levels of income in higher tax jurisdictions.
The European Union (EU) member states formally adopted a directive to implement a 15% global minimum effective tax rate by country as established by the Organization for Economic Co-operation and Development (OECD). EU member states, including Ireland, are required to enact legislation to implement the global minimum tax rules by the end of 2023, with effective dates of January 1, 2024, and January 1, 2025, for different aspects of the directive. The Company will continue to monitor and evaluate the impact of global minimum tax legislation as it is enacted by Ireland and other countries in which we operate. Upon full implementation, the global minimum tax could have a material negative impact on our effective tax rate, financial condition, results of operations, and cash flows.
Net Income
Changes in Net income attributable to Eaton ordinary shareholders and Net income per share attributable to Eaton ordinary shareholders - diluted are summarized as follows:
| Three months ended | Nine months ended | ||||||||||||||||||||||
| (In millions except for per share data) | Dollars | Per share | Dollars | Per share | |||||||||||||||||||
September 30, 2022 | $ | 607 | $ | 1.52 | $ | 1,741 | $ | 4.34 | |||||||||||||||
Business segment results of operations | |||||||||||||||||||||||
| Performance | 213 | 0.52 | 554 | 1.37 | |||||||||||||||||||
| Foreign currency | 5 | 0.01 | (10) | (0.02) | |||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Intangible asset amortization expense | 13 | 0.04 | 26 | 0.07 | |||||||||||||||||||
| Restructuring program charges | 13 | 0.03 | 2 | 0.01 | |||||||||||||||||||
| Acquisition and divestiture charges | 72 | 0.18 | 79 | 0.19 | |||||||||||||||||||
| Other corporate items | (18) | (0.04) | (82) | (0.20) | |||||||||||||||||||
| Tax rate impact | (14) | (0.04) | (37) | (0.09) | |||||||||||||||||||
September 30, 2023 | $ | 891 | $ | 2.22 | $ | 2,273 | $ | 5.67 | |||||||||||||||
Business Segment Results of Operations
The following is a discussion of Net sales, operating profit and operating margin by business segment.
Electrical Americas
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||
| Net sales | $ | 2,594 | $ | 2,179 | 19 | % | $ | 7,426 | $ | 6,201 | 20 | % | |||||||||||||||||||||||
| Operating profit | $ | 719 | $ | 511 | 41 | % | $ | 1,913 | $ | 1,368 | 40 | % | |||||||||||||||||||||||
| Operating margin | 27.7 | % | 23.5 | % | 25.8 | % | 22.1 | % | |||||||||||||||||||||||||||
Net sales increased 19% in the third quarter of 2023 and 20% in the first nine months of 2023 driven entirely by organic sales growth. The increase in organic sales in the third quarter of 2023 was primarily due to strength in industrial, utility, machine OEM, and data center end-markets. The increase in organic sales in the first nine months of 2023 was primarily due to strength in commercial & institutional, utility, industrial, and data center end-markets.
The operating margin increased from 23.5% in the third quarter of 2022 to 27.7% in the third quarter of 2023 and from 22.1% in the first nine months of 2022 to 25.8% in the first nine months of 2023 primarily due to higher sales volumes and net price realization, partially offset by higher costs to support growth initiatives, and net gains from the sale of non-production facilities in 2022.
28
Electrical Global
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||
| Net sales | $ | 1,503 | $ | 1,486 | 1 | % | $ | 4,572 | $ | 4,418 | 3 | % | |||||||||||||||||||||||
| Operating profit | $ | 328 | $ | 305 | 8 | % | $ | 892 | $ | 866 | 3 | % | |||||||||||||||||||||||
| Operating margin | 21.8 | % | 20.6 | % | 19.5 | % | 19.6 | % | |||||||||||||||||||||||||||
| Changes in Net sales are summarized as follows: | Three months ended September 30, 2023 | Nine months ended September 30, 2023 | |||||||||
| Organic growth | — | % | 5 | % | |||||||
| Divestiture | (1) | % | (1) | % | |||||||
| Foreign currency | 2 | % | (1) | % | |||||||
| Total increase in Net sales | 1 | % | 3 | % | |||||||
Despite weakness in the European region, organic sales were flat in the third quarter of 2023 compared to the third quarter of 2022 due to strength in other global markets. The increase in organic sales in the first nine months of 2023 was primarily due to strength in commercial & institutional, industrial, utility, and data center end-markets.
The operating margin increased from 20.6% in the third quarter of 2022 to 21.8% in the third quarter of 2023 primarily due to net sales price realization and a net gain on the sale of a non-production facility, partially offset by lower sales volumes and unfavorable product mix. The operating margin decreased from 19.6% in the first nine months of 2022 to 19.5% in the first nine months of 2023 primarily due to operating inefficiencies from ongoing supply chain constraints and unfavorable product mix, partially offset by higher sales volumes and net price realization, and a net gain on the sale of a non-production facility.
Aerospace
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||
| Net sales | $ | 867 | $ | 768 | 13 | % | $ | 2,517 | $ | 2,227 | 13 | % | |||||||||||||||||||||||
| Operating profit | $ | 209 | $ | 185 | 13 | % | $ | 580 | $ | 506 | 15 | % | |||||||||||||||||||||||
| Operating margin | 24.1 | % | 24.0 | % | 23.0 | % | 22.7 | % | |||||||||||||||||||||||||||
| Changes in Net sales are summarized as follows: | Three months ended September 30, 2023 | Nine months ended September 30, 2023 | |||||||||
| Organic growth | 10 | % | 12 | % | |||||||
| Foreign currency | 3 | % | 1 | % | |||||||
| Total increase in Net sales | 13 | % | 13 | % | |||||||
The increase in organic sales in the third quarter and first nine months of 2023 was primarily due to broad-based strength across all markets with particular strength in commercial OEM and aftermarket.
The operating margin increased from 24.0% in the third quarter of 2022 to 24.1% in the third quarter of 2023 and from 22.7% in the first nine months of 2022 to 23.0% in the first nine months of 2023 primarily due to higher sales volumes and net price realization.
29
Vehicle
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||
| Net sales | $ | 753 | $ | 744 | 1 | % | $ | 2,242 | $ | 2,123 | 6 | % | |||||||||||||||||||||||
| Operating profit | $ | 131 | $ | 125 | 5 | % | $ | 353 | $ | 346 | 2 | % | |||||||||||||||||||||||
| Operating margin | 17.4 | % | 16.8 | % | 15.7 | % | 16.3 | % | |||||||||||||||||||||||||||
| Changes in Net sales are summarized as follows: | Three months ended September 30, 2023 | Nine months ended September 30, 2023 | |||||||||
| Organic growth | (1) | % | 5 | % | |||||||
| Foreign currency | 2 | % | 1 | % | |||||||
| Total increase in Net sales | 1 | % | 6 | % | |||||||
The decrease in organic sales in the third quarter of 2023 was primarily due to weakness in the South American truck, bus and agriculture market, partially offset by strength in the Asia Pacific region. The increase in organic sales in the first nine months of 2023 was primarily due to strength in the North American, European, and Asia Pacific regions.
The operating margin increased from 16.8% in the third quarter of 2022 to 17.4% in the third quarter of 2023 primarily due to net sales price realization, partially offset by lower sales volumes. The operating margin decreased from 16.3% in the first nine months of 2022 to 15.7% in the first nine months of 2023 primarily due to commodity and wage inflation, and operating inefficiencies, partially offset by higher sales volumes and net price realization.
eMobility
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||
| Net sales | $ | 163 | $ | 137 | 19 | % | $ | 471 | $ | 399 | 18 | % | |||||||||||||||||||||||
| Operating loss | $ | — | $ | (2) | 100 | % | $ | (5) | $ | (7) | 29 | % | |||||||||||||||||||||||
| Operating margin | — | % | (1.5) | % | (1.1) | % | (1.7) | % | |||||||||||||||||||||||||||
Net sales increased 19% in the third quarter of 2023 and 18% in the first nine months of 2023 driven entirely by organic sales growth. The increase in organic sales reflects the ramp up of key programs due to robust demand for electric vehicles in the European market in the third quarter of 2023 and in the North American and European markets in the first nine months of 2023.
The operating margin increased from negative 1.5% in the third quarter of 2022 to 0.0% in the third quarter of 2023 primarily due to higher sales volumes and net price realization, and improved manufacturing productivity. The operating margin increased from negative 1.7% in the first nine months of 2022 to negative 1.1% in the first nine months of 2023 primarily due to higher sales volumes and net price realization, partially offset by manufacturing start-up costs associated with new electric vehicle programs.
30
Corporate Expense
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| (In millions) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||
| Intangible asset amortization expense | $ | 107 | $ | 124 | (14) | % | $ | 344 | $ | 375 | (8) | % | |||||||||||||||||||||||
| Interest expense - net | 33 | 37 | (11) | % | 124 | 100 | 24 | % | |||||||||||||||||||||||||||
| Pension and other postretirement benefits income | (11) | (7) | 57 | % | (33) | (35) | (6) | % | |||||||||||||||||||||||||||
| Restructuring program charges | 7 | 22 | (68) | % | 46 | 49 | (6) | % | |||||||||||||||||||||||||||
| Other expense - net | 171 | 227 | (25) | % | 512 | 529 | (3) | % | |||||||||||||||||||||||||||
| Total corporate expense | $ | 307 | $ | 403 | (24) | % | $ | 993 | $ | 1,018 | (2) | % | |||||||||||||||||||||||
Total corporate expense decreased from $403 million in the third quarter of 2022 to $307 million in the third quarter of 2023 primarily due to lower Acquisition and divestiture charges included in Other expense - net as integration activities wind down on prior acquisitions. Total corporate expenses decreased from $1,018 million in the first nine months of 2022 to $993 million in the first nine months of 2023 primarily due to lower Intangible asset amortization expense and Other expense - net, partially offset by higher Interest expense - net. The decrease in Other expense - net is primarily due to lower Acquisition and divestiture charges as integration activities wind down on prior acquisitions.
31
LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION
Liquidity and Financial Condition
Eaton’s objective is to finance its business through operating cash flow and an appropriate mix of equity and long-term and short-term debt. By diversifying its debt maturity structure, Eaton reduces liquidity risk.
On October 2, 2023, the Company replaced its existing $500 million 364-day revolving credit facility with a new $500 million 364-day revolving credit facility that will expire on September 30, 2024 on substantially similar terms. The Company also has a $2,500 million five-year revolving credit facility that will expire on October 1, 2027. The revolving credit facilities totaling $3,000 million are used to support commercial paper borrowings and are fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. There were no borrowings outstanding under Eaton’s revolving credit facilities at September 30, 2023. The Company maintains access to the commercial paper markets through its $3,000 million commercial paper program, of which none was outstanding on September 30, 2023.
On May 18, 2023, Eaton issued senior notes (2023 Notes) with a face amount of $500 million. The 2023 Notes mature in 2028 with interest payable semi-annually at a rate of 4.35% per annum. The issuer received proceeds totaling $497 million from the issuance, net of financing costs. Proceeds from the 2023 Notes were used primarily to pay down outstanding U.S. dollar commercial paper. The 2023 Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2023 Notes contain customary optional redemption and par call provisions. The 2023 Notes also contain a provision which upon a change of control requires the Company to make an offer to purchase all or any part of the 2023 Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The 2023 Notes are subject to customary non-financial covenants.
On March 3, 2023, a subsidiary of Eaton issued Euro denominated notes (2023 Euro Notes) in a private issuance with a face value of €300 million ($318 million). The floating rate notes are due June 3, 2024 with interest payable quarterly based on the three-month Euro Interbank Offered Rate plus 25 basis points. Proceeds from the Euro Notes were used to pay down outstanding U.S. dollar commercial paper. The 2023 Euro Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton. The 2023 Euro Notes contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2023 Euro Notes at a purchase price of 100.5% of the principal amount plus accrued and unpaid interest. The 2023 Euro Notes are subject to customary non-financial covenants.
In 2022, the Company paid $610 million to acquire Royal Power Solutions and received cash of $22 million from Danfoss A/S to fully settle all post-closing adjustments from the sale of the Hydraulics business.
Over the course of a year, cash, short-term investments, and short-term debt may fluctuate in order to manage global liquidity. As of September 30, 2023 and December 31, 2022, Eaton had cash of $348 million and $294 million, short-term investments of $1,558 million and $261 million, and short-term debt of $24 million and $324 million, respectively. Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, availability under existing revolving credit facilities, and access to capital markets in excess of the liquidity necessary to meet future operating needs of the business, fund capital expenditures and acquisitions of businesses, as well as scheduled payments of long-term debt.
Eaton was in compliance with each of its debt covenants for all periods presented.
Cash Flows
A summary of cash flows is as follows:
| Nine months ended September 30 | |||||||||||||||||
| (In millions) | 2023 | 2022 | Change from 2022 | ||||||||||||||
| Net cash provided by operating activities | $ | 2,326 | $ | 1,347 | $ | 979 | |||||||||||
| Net cash used in investing activities | (1,782) | (983) | (799) | ||||||||||||||
| Net cash used in financing activities | (507) | (445) | (62) | ||||||||||||||
| Effect of currency on cash | 18 | 15 | 3 | ||||||||||||||
| Total increase (decrease) in cash | $ | 54 | $ | (67) | |||||||||||||
Operating Cash Flow
Net cash provided by operating activities increased by $979 million in the first nine months of 2023 compared to 2022 primarily due to lower investment in working capital and higher net income in 2023.
32
Investing Cash Flow
Net cash used in investing activities increased by $799 million in the first nine months of 2023 compared to 2022 primarily driven by an increase in net purchases of short-term investments to $1,304 million in 2023 from $45 million in 2022, and an increase in capital expenditures for property, plant and equipment to $514 million in 2023 from $389 million in 2022, partially offset by no cash paid for business acquisitions in 2023 compared to cash paid of $612 million in 2022.
Financing Cash Flow
Net cash used in financing activities increased by $62 million in the first nine months of 2023 compared to 2022 primarily due to net payments of short-term debt of $295 million in 2023 compared to net proceeds of short-term debt of $896 million in 2022, lower proceeds from borrowings of $818 million in 2023 compared to $1,995 million in 2022, partially offset by lower payments on borrowings of $11 million in 2023 compared to $2,008 million in 2022 and no repurchase of shares in 2023 compared to repurchase of shares of $286 million in 2022.
Uses of Cash
Capital Expenditures
Capital expenditures were $514 million and $389 million in the first nine months of 2023 and 2022, respectively. Eaton expects approximately $700 million in capital expenditures in 2023.
Dividends
Cash dividend payments were $1,035 million and $977 million in the first nine months of 2023 and 2022, respectively. Payment of quarterly dividends in the future depends upon the Company’s ability to generate net income and operating cash flows, among other factors, and is subject to declaration by the Eaton Board of Directors. The Company intends to continue to pay quarterly dividends in 2023.
Share Repurchases
On February 27, 2019, the Board of Directors adopted a share repurchase program for share repurchases up to $5.0 billion of ordinary shares (2019 Program). On February 23, 2022, the Board renewed the 2019 Program by providing authority for up to $5.0 billion in repurchases to be made during the three-year period commencing on that date (2022 Program). Under the 2022 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During the three and nine months ended September 30, 2023, no ordinary shares were repurchased. During the three and nine months ended September 30, 2022, 0.7 million and 2.0 million ordinary shares, respectively, were repurchased under the 2022 Program in the open market at a total cost of $100 million and $286 million, respectively. At September 30, 2023, there is $4,714 million still available for share repurchases under the 2022 Program. The Company will continue to pursue share repurchases in 2023 depending on market conditions and capital levels.
Acquisition of Businesses
The Company paid cash of $612 million to acquire a business in the first nine months of 2022. There were no business acquisitions in the first nine months of 2023. The Company will continue to focus on deploying its capital toward businesses that provide opportunities for higher growth and strong returns, and align with secular trends and its power management strategies.
Debt
The Company manages a number of short-term and long-term debt instruments, including commercial paper. At September 30, 2023, the Company had Short-term debt of $24 million, Current portion of long-term debt of $975 million, and Long-term debt of $8,150 million. The Company believes it has the operating flexibility, cash flow, and access to capital markets to meet scheduled payments of long-term debt.
Supply Chain Finance Program
A third-party financial institution offers a voluntary supply chain finance (SCF) program that enables certain of the Company’s suppliers, at the supplier’s sole discretion, to sell receivables due from the Company to the financial institution on terms directly negotiated with the financial institution. The SCF program does not have a significant impact on the Company’s liquidity as payments by the Company to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. For additional information on the SCF program, see Note 7.
33
Guaranteed Debt
Issuers, Guarantors and Guarantor Structure
Eaton Corporation has issued senior notes pursuant to indentures dated April 1, 1994 (the 1994 Indenture), November 20, 2012 (the 2012 Indenture), September 15, 2017 (the 2017 Indenture) and August 23, 2022 (as supplemented by the First and Second Supplemental Indentures of the same date and the Third Supplemental Indenture dated May 18, 2023, the 2022 Indenture). The senior notes of Eaton Corporation are registered under the Securities Act of 1933, as amended (the Registered Senior Notes). Eaton Capital Unlimited Company, a subsidiary of Eaton, is the issuer of five outstanding series of debt securities sold in offshore transactions under Regulation S promulgated under the Securities Act (the Eurobonds). The Eurobonds and the Registered Senior Notes (together, the Senior Notes) comprise substantially all of Eaton’s long-term indebtedness.
Substantially all of the Senior Notes (with limited exceptions, for example, see Note 8 of the Financial Statements included herewith), together with the credit facilities described above under Liquidity and Financial Condition (the Credit Facilities), are guaranteed by Eaton and 17 of its subsidiaries. Accordingly, they rank equally with each other. However, because these obligations are not secured, they would be effectively subordinated to any existing or future secured indebtedness of Eaton and its subsidiaries. As of September 30, 2023, Eaton has no material, long-term secured debt. The guaranteed Registered Senior Notes are also structurally subordinated to the liabilities of Eaton's subsidiaries that are not guarantors. Except as described below under Future Guarantors, Eaton is not obligated to cause its subsidiaries to guarantee the Registered Senior Notes.
The table set forth in Exhibit 22 filed with the Form 10-K filed on February 23, 2023 (10-K Exhibit 22) details the primary obligors and guarantors with respect to the guaranteed Registered Senior Notes.
Terms of Guarantees of Registered Securities
Payment of principal and interest on the Registered Senior Notes is guaranteed, on an unsecured, unsubordinated basis by the subsidiaries of Eaton set forth in the table referenced in the 10-K Exhibit 22. Each guarantee is full and unconditional, and joint and several. Each guarantor's guarantee is an unsecured obligation that ranks equally with all its other unsecured and unsubordinated indebtedness. The obligations of each guarantor under its guarantee of the Registered Senior Notes are subject to a customary savings clause or similar provision designed to prevent such guarantee from constituting a fraudulent conveyance or otherwise legally impermissible or voidable obligation.
Though the terms of the indentures vary slightly, generally, each guarantee of the Registered Senior Notes by a guarantor that is a subsidiary of Eaton Corporation provides that it will be automatically and unconditionally released and discharged under certain circumstances, including, but not limited to:
(a)the consummation of certain types of transactions permitted under the applicable indenture, including one that results in such guarantor ceasing to be a subsidiary; and
(b)for Registered Senior Notes issued under the 2022 Indenture, when such guarantor is a guarantor or issuer of indebtedness in an aggregate outstanding principal amount of less than 25% of our total outstanding indebtedness.
Further, each guarantee by a direct or indirect parent of Eaton Corporation (other than Eaton) provides that it will also be released if:
(c)such guarantee (so long as the guarantor is not obligated under any other U.S. debt obligations), becomes prohibited by any applicable law, rule or regulation or by any contractual obligation; or
(d)such guarantee results in material adverse tax consequences to Eaton or any of its subsidiaries (so long as the applicable guarantor is not obligated under any other U.S. debt obligation).
The guarantee of Eaton does not contain any release provisions.
Future Guarantors
The 2012 and 2017 Indentures generally provide that, with certain limited exceptions, any subsidiary of Eaton must become a guarantor if it becomes obligated as borrower or guarantor under any series of debt securities or a syndicated credit facility. Further, the 2012 and 2017 Indentures provide that any entity that becomes a direct or indirect parent entity of Eaton Corporation and holds any material assets, with certain limited exceptions, or owes any material liabilities must become a guarantor. The 2022 Indenture provides only that, with certain limited exceptions, any subsidiary of Eaton must become a guarantor if it becomes obligated as borrower or guarantor under indebtedness with an aggregate outstanding principal amount in excess of 25% of the Parent and its Subsidiaries' then-outstanding indebtedness.
The 1994 Indenture does not contain provisions with respect to future guarantors.
34
Summarized Financial Information of Guarantors and Issuers
| (In millions) | September 30, 2023 | December 31, 2022 | |||||||||
| Current assets | $ | 4,189 | $ | 3,363 | |||||||
| Noncurrent assets | 12,937 | 12,938 | |||||||||
| Current liabilities | 3,820 | 2,948 | |||||||||
| Noncurrent liabilities | 9,763 | 10,047 | |||||||||
| Amounts due to subsidiaries that are non-issuers and non-guarantors - net | 17,360 | 16,285 | |||||||||
| (In millions) | Nine months ended September 30, 2023 | ||||||||||
| Net sales | $ | 9,926 | |||||||||
| Sales to subsidiaries that are non-issuers and non-guarantors | 803 | ||||||||||
| Cost of products sold | 7,484 | ||||||||||
| Expense from subsidiaries that are non-issuers and non-guarantors - net | 787 | ||||||||||
| Net income | 135 | ||||||||||
The financial information presented is that of Eaton Corporation and the Guarantors, which includes Eaton Corporation plc, on a combined basis and the financial information of non-issuer and non-guarantor subsidiaries has been excluded. Intercompany balances and transactions between Eaton Corporation and Guarantors have been eliminated, and amounts due from, amounts due to, and transactions with non-issuer and non-guarantor subsidiaries have been presented separately.
FORWARD-LOOKING STATEMENTS
This Form 10-Q Report contains forward-looking statements concerning litigation, expected capital expenditures, future dividend payments, anticipated share repurchases, expected restructuring program charges and benefits, and the anticipated impact of the global minimum tax regulation. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Eaton, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside Eaton’s control. The following factors could cause actual results to differ materially from those in the forward-looking statements: global pandemics such as COVID-19; unanticipated changes in the markets for the Company’s business segments; unanticipated downturns in business relationships with customers or their purchases from us; the availability of credit to customers and suppliers; supply chain disruptions, competitive pressures on sales and pricing; unanticipated changes in the cost of material, labor and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute resolutions; strikes or other labor unrest at Eaton or at our customers or suppliers; the impact of acquisitions and divestitures; unanticipated difficulties integrating acquisitions; new laws and governmental regulations; interest rate changes; tax rate changes or exposure to additional income tax liability; stock market and currency fluctuations; war, geopolitical tensions, natural disasters, civil or political unrest or terrorism; and unanticipated deterioration of economic and financial conditions in the United States and around the world. Eaton does not assume any obligation to update these forward-looking statements.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in exposures to market risk since December 31, 2022.
35
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 Thomas B. Okray - Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, management concluded that Eaton’s disclosure controls and procedures were effective as of September 30, 2023.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in Eaton’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Eaton’s reports filed under the Exchange Act is accumulated and communicated to management, including Eaton’s Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
During the third quarter of 2023, 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 10 of the Notes to the condensed consolidated financial statements.
ITEM 1A.RISK FACTORS.
“Item 1A. Risk Factors” in Eaton's 2022 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 2022 Form 10-K.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(c) Issuer's Purchases of Equity Securities
During the third quarter of 2023, there were no shares repurchased.
36
ITEM 6.EXHIBITS.
Eaton Corporation plc
Third Quarter 2023 Report on Form 10-Q
| 3 (i) | |||||||||||
| 3 (ii) | |||||||||||
| 4.1 | |||||||||||
| 4.2 | |||||||||||
| 4.3 | |||||||||||
| 4.4 | |||||||||||
| 4.5 | |||||||||||
| 4.6 | |||||||||||
| 4.7 | |||||||||||
| 4.8 | |||||||||||
| 4.9 | |||||||||||
| 4.10 | |||||||||||
| 4.11 | Pursuant to Regulation S-K Item 601(b)(4), Eaton agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its long-term debt other than those set forth in Exhibits (4.2 - 4.10) hereto | ||||||||||
| 10.1 | |||||||||||
| 10.2 | |||||||||||
| 31.1 | |||||||||||
| 31.2 | |||||||||||
| 32.1 | |||||||||||
| 32.2 | |||||||||||
37
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * | ||||||||||
| 101.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 * | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||||||||
_______________________________
| * | Submitted electronically herewith. | |||||||
38
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: | October 31, 2023 | By: | /s/ Thomas B. Okray | |||||||||||
| Thomas B. Okray | ||||||||||||||
| Principal Financial Officer | ||||||||||||||
| (On behalf of the registrant and as Principal Financial Officer) | ||||||||||||||
39