Condensed Consolidating Financial Statements | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS On November 14, 2013, Eaton Corporation registered senior notes under the Securities Act of 1933 (the Senior Notes). Eaton and certain other of Eaton's 100% owned direct and indirect subsidiaries (the Guarantors) fully and unconditionally guaranteed (subject, in the case of the Guarantors, other than Eaton, to customary release provisions as described below), on a joint and several basis, the Senior Notes. The following condensed consolidating financial statements are included so that separate financial statements of Eaton, Eaton Corporation and each of the Guarantors are not required to be filed with the Securities and Exchange Commission. The consolidating adjustments primarily relate to eliminations of investments in subsidiaries and intercompany balances and transactions. The condensed consolidating financial statements present investments in subsidiaries using the equity method of accounting. See Note 6 for additional information related to the Senior Notes. The guarantee of a Guarantor that is not a parent of the issuer will be automatically and unconditionally released and discharged in the event of any sale of the Guarantor or of all or substantially all of its assets, or in connection with the release or termination of the Guarantor as a guarantor under all other U.S. debt securities or U.S. syndicated credit facilities, subject to limitations set forth in the indenture. The guarantee of a Guarantor that is a direct or indirect parent of the issuer will only be automatically and unconditionally released and discharged in connection with the release or termination of such Guarantor as a guarantor under all other debt securities or syndicated credit facilities (in both cases, U.S. or otherwise), subject to limitations set forth in the indenture. During 2015, the Company undertook certain steps to restructure ownership of various subsidiaries. The transactions were entirely among wholly-owned subsidiaries under the common control of Eaton. This restructuring has been reflected as of the beginning of the earliest period presented below. CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2015 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net sales $ — $ 6,925 $ 6,654 $ 12,538 $ (5,262 ) $ 20,855 Cost of products sold — 5,508 5,033 8,984 (5,233 ) 14,292 Selling and administrative expense 141 1,223 737 1,495 — 3,596 Research and development expense — 266 196 163 — 625 Interest expense (income) - net — 222 21 (13 ) 2 232 Other expense (income) - net — 27 2 (64 ) — (35 ) Equity in loss (earnings) of subsidiaries, net of tax (2,456 ) (793 ) (3,267 ) (666 ) 7,182 — Intercompany expense (income) - net 336 (452 ) 1,239 (1,123 ) — — Income (loss) before income taxes 1,979 924 2,693 3,762 (7,213 ) 2,145 Income tax expense (benefit) — 103 (73 ) 145 (11 ) 164 Net income (loss) 1,979 821 2,766 3,617 (7,202 ) 1,981 Less net loss (income) for noncontrolling interests — — — (3 ) 1 (2 ) Net income (loss) attributable to Eaton ordinary shareholders $ 1,979 $ 821 $ 2,766 $ 3,614 $ (7,201 ) $ 1,979 Other comprehensive income (loss) (964 ) 1 (947 ) (1,170 ) 2,116 (964 ) Total comprehensive income (loss) attributable to Eaton ordinary shareholders $ 1,015 $ 822 $ 1,819 $ 2,444 $ (5,085 ) $ 1,015 CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2014 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net sales $ — $ 6,990 $ 6,885 $ 13,521 $ (4,844 ) $ 22,552 Cost of products sold — 5,519 5,075 9,882 (4,830 ) 15,646 Selling and administrative expense 171 1,246 743 1,650 — 3,810 Litigation settlements — 644 — — — 644 Research and development expense — 240 202 205 — 647 Interest expense (income) - net — 225 25 (29 ) 6 227 Other expense (income) - net — (17 ) (81 ) (85 ) — (183 ) Equity in loss (earnings) of subsidiaries, net of tax (2,191 ) (663 ) (2,654 ) (292 ) 5,800 — Intercompany expense (income) - net 227 (263 ) 855 (819 ) — — Income (loss) before income taxes 1,793 59 2,720 3,009 (5,820 ) 1,761 Income tax expense (benefit) — (100 ) 76 (11 ) (7 ) (42 ) Net income (loss) 1,793 159 2,644 3,020 (5,813 ) 1,803 Less net loss (income) for noncontrolling interests — — — (8 ) (2 ) (10 ) Net income (loss) attributable to Eaton ordinary shareholders $ 1,793 $ 159 $ 2,644 $ 3,012 $ (5,815 ) $ 1,793 Other comprehensive income (loss) (1,339 ) (197 ) (1,368 ) (1,646 ) 3,211 (1,339 ) Total comprehensive income (loss) attributable to Eaton ordinary shareholders $ 454 $ (38 ) $ 1,276 $ 1,366 $ (2,604 ) $ 454 CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2013 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net sales $ — $ 6,695 $ 6,421 $ 13,579 $ (4,649 ) $ 22,046 Cost of products sold — 5,227 4,784 10,010 (4,652 ) 15,369 Selling and administrative expense 32 1,400 749 1,705 — 3,886 Research and development expense — 255 200 189 — 644 Interest expense (income) - net — 271 28 (22 ) (6 ) 271 Other expense (income) - net — 8 4 (20 ) — (8 ) Equity in loss (earnings) of subsidiaries, net of tax (2,147 ) (657 ) (2,005 ) (277 ) 5,086 — Intercompany expense (income) - net 254 (155 ) (433 ) 334 — — Income (loss) before income taxes 1,861 346 3,094 1,660 (5,077 ) 1,884 Income tax expense (benefit) — (108 ) (90 ) 207 2 11 Net income (loss) 1,861 454 3,184 1,453 (5,079 ) 1,873 Less net loss (income) for noncontrolling interests — — — (9 ) (3 ) (12 ) Net income (loss) attributable to Eaton ordinary shareholders $ 1,861 $ 454 $ 3,184 $ 1,444 $ (5,082 ) $ 1,861 Other comprehensive income (loss) 404 221 475 262 (958 ) 404 Total comprehensive income (loss) attributable to Eaton ordinary shareholders $ 2,265 $ 675 $ 3,659 $ 1,706 $ (6,040 ) $ 2,265 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2015 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Assets Current assets Cash $ — $ 26 $ 7 $ 235 $ — $ 268 Short-term investments — — 2 175 — 177 Accounts receivable - net — 512 1,030 1,937 — 3,479 Intercompany accounts receivable 1 842 3,888 2,928 (7,659 ) — Inventory — 357 651 1,395 (80 ) 2,323 Prepaid expenses and other current assets — 77 40 229 23 369 Total current assets 1 1,814 5,618 6,899 (7,716 ) 6,616 Property, plant and equipment - net — 930 750 1,885 — 3,565 Other noncurrent assets Goodwill — 1,355 6,264 5,860 — 13,479 Other intangible assets — 182 3,624 2,208 — 6,014 Deferred income taxes — 1,016 — 218 (872 ) 362 Investment in subsidiaries 29,627 13,001 60,139 10,163 (112,930 ) — Intercompany loans receivable — 8,641 1,573 44,835 (55,049 ) — Other assets — 527 122 346 — 995 Total assets $ 29,628 $ 27,466 $ 78,090 $ 72,414 $ (176,567 ) $ 31,031 Liabilities and shareholders’ equity Current liabilities Short-term debt $ — $ 408 $ — $ 18 $ — $ 426 Current portion of long-term debt — 1 240 1 — 242 Accounts payable — 392 260 1,106 — 1,758 Intercompany accounts payable 219 4,009 2,248 1,183 (7,659 ) — Accrued compensation — 77 53 236 — 366 Other current liabilities 1 644 318 875 (5 ) 1,833 Total current liabilities 220 5,531 3,119 3,419 (7,664 ) 4,625 Noncurrent liabilities Long-term debt — 7,088 675 17 1 7,781 Pension liabilities — 639 165 782 — 1,586 Other postretirement benefits liabilities — 245 118 77 — 440 Deferred income taxes — — 815 447 (872 ) 390 Intercompany loans payable 14,222 2,962 36,432 1,433 (55,049 ) — Other noncurrent liabilities — 346 200 432 — 978 Total noncurrent liabilities 14,222 11,280 38,405 3,188 (55,920 ) 11,175 Shareholders’ equity Eaton shareholders' equity 15,186 10,655 36,566 65,770 (112,991 ) 15,186 Noncontrolling interests — — — 37 8 45 Total equity 15,186 10,655 36,566 65,807 (112,983 ) 15,231 Total liabilities and equity $ 29,628 $ 27,466 $ 78,090 $ 72,414 $ (176,567 ) $ 31,031 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2014 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Assets Current assets Cash $ 1 $ 173 $ 13 $ 594 $ — $ 781 Short-term investments — — 1 244 — 245 Accounts receivable - net — 500 955 2,212 — 3,667 Intercompany accounts receivable 2 759 3,822 4,101 (8,684 ) — Inventory — 397 637 1,445 (51 ) 2,428 Prepaid expenses and other current assets — 464 171 340 4 979 Total current assets 3 2,293 5,599 8,936 (8,731 ) 8,100 Property, plant and equipment - net — 972 756 2,022 — 3,750 Other noncurrent assets Goodwill — 1,355 6,263 6,275 — 13,893 Other intangible assets — 196 3,811 2,549 — 6,556 Deferred income taxes — 889 10 137 (808 ) 228 Investment in subsidiaries 26,612 12,238 58,684 9,185 (106,719 ) — Intercompany loans receivable — 7,542 2,249 40,635 (50,426 ) — Other assets — 473 142 387 — 1,002 Total assets $ 26,615 $ 25,958 $ 77,514 $ 70,126 $ (166,684 ) $ 33,529 Liabilities and shareholders’ equity Current liabilities Short-term debt $ — $ — $ — $ 2 $ — $ 2 Current portion of long-term debt — 702 304 2 — 1,008 Accounts payable — 475 340 1,125 — 1,940 Intercompany accounts payable 117 4,087 3,443 1,037 (8,684 ) — Accrued compensation — 112 59 249 — 420 Other current liabilities 1 674 343 981 (14 ) 1,985 Total current liabilities 118 6,050 4,489 3,396 (8,698 ) 5,355 Noncurrent liabilities Long-term debt — 7,079 932 13 — 8,024 Pension liabilities — 726 183 903 — 1,812 Other postretirement benefits liabilities — 283 136 94 — 513 Deferred income taxes — — 1,160 549 (808 ) 901 Intercompany loans payable 10,711 2,723 36,162 830 (50,426 ) — Other noncurrent liabilities — 457 186 442 — 1,085 Total noncurrent liabilities 10,711 11,268 38,759 2,831 (51,234 ) 12,335 Shareholders’ equity Eaton shareholders' equity 15,786 8,640 34,266 63,854 (106,760 ) 15,786 Noncontrolling interests — — — 45 8 53 Total equity 15,786 8,640 34,266 63,899 (106,752 ) 15,839 Total liabilities and equity $ 26,615 $ 25,958 $ 77,514 $ 70,126 $ (166,684 ) $ 33,529 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2015 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net cash provided by (used in) operating activities $ (137 ) $ (46 ) $ (283 ) $ 2,841 $ (4 ) $ 2,371 Investing activities Capital expenditures for property, plant and equipment — (94 ) (146 ) (266 ) — (506 ) Cash received from (paid for) acquisitions of businesses, net of cash acquired — — (36 ) (36 ) — (72 ) Sales (purchases) of short-term investment - net — — (2 ) 39 — 37 Investments in affiliates (1,482 ) — (1,176 ) (1,482 ) 4,140 — Loans to affiliates — (1,235 ) (39 ) (10,608 ) 11,882 — Repayments of loans from affiliates — 342 359 7,148 (7,849 ) — Proceeds from the sales of businesses — — — 1 — 1 Other - net — (50 ) 47 (32 ) — (35 ) Net cash provided by (used in) investing activities (1,482 ) (1,037 ) (993 ) (5,236 ) 8,173 (575 ) Financing activities Proceeds from borrowings — 408 — 17 — 425 Payments on borrowings — (724 ) (301 ) (2 ) — (1,027 ) Proceeds from borrowings from affiliates 3,322 6,885 997 678 (11,882 ) — Payments on borrowings from affiliates (48 ) (6,122 ) (1,282 ) (397 ) 7,849 — Capital contribution from affiliates — 1,176 1,482 1,482 (4,140 ) — Other intercompany financing activities — (688 ) 374 314 — — Cash dividends paid (1,026 ) — — — — (1,026 ) Cash dividends paid to affiliates — — — (4 ) 4 — Exercise of employee stock options 52 — — — — 52 Repurchase of shares (682 ) — — — — (682 ) Excess tax benefit from equity-based compensation — 1 — — — 1 Other - net — — — (10 ) — (10 ) Net cash provided by (used in) financing activities 1,618 936 1,270 2,078 (8,169 ) (2,267 ) Effect of currency on cash — — — (42 ) — (42 ) Total increase (decrease) in cash (1 ) (147 ) (6 ) (359 ) — (513 ) Cash at the beginning of the period 1 173 13 594 — 781 Cash at the end of the period $ — $ 26 $ 7 $ 235 $ — $ 268 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2014 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net cash provided by (used in) operating activities $ (93 ) $ (411 ) $ (218 ) $ 2,568 $ 32 $ 1,878 Investing activities Capital expenditures for property, plant and equipment — (127 ) (168 ) (337 ) — (632 ) Cash received from (paid for) acquisitions of businesses, net of cash acquired — — — 2 — 2 Sales (purchases) of short-term investments - net — — 133 389 — 522 Investments in affiliates (753 ) — — (753 ) 1,506 — Loans to affiliates — (354 ) (162 ) (10,546 ) 11,062 — Repayments of loans from affiliates — 978 212 8,451 (9,641 ) — Proceeds from the sales of businesses — 93 175 14 — 282 Other - net — (47 ) 44 (28 ) — (31 ) Net cash provided by (used in) investing activities (753 ) 543 234 (2,808 ) 2,927 143 Financing activities Payments on borrowings — (553 ) (1 ) (28 ) — (582 ) Proceeds from borrowings from affiliates 2,628 7,599 808 27 (11,062 ) — Payments on borrowings from affiliates (476 ) (6,907 ) (1,875 ) (383 ) 9,641 — Capital contribution from affiliates — — 753 753 (1,506 ) — Other intercompany financing activities 217 (169 ) 302 (350 ) — — Cash dividends paid (929 ) — — — — (929 ) Cash dividends received from affiliates — — — 32 (32 ) — Exercise of employee stock options 54 — — — — 54 Repurchase of shares (650 ) — — — — (650 ) Excess tax benefit from equity-based compensation — 20 — — — 20 Other - net — — — (43 ) — (43 ) Net cash provided by (used in) financing activities 844 (10 ) (13 ) 8 (2,959 ) (2,130 ) Effect of currency on cash — — — (25 ) — (25 ) Total increase (decrease) in cash (2 ) 122 3 (257 ) — (134 ) Cash at the beginning of the period 3 51 10 851 — 915 Cash at the end of the period $ 1 $ 173 $ 13 $ 594 $ — $ 781 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2013 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net cash provided by (used in) operating activities $ (17 ) $ 860 $ 428 $ 1,067 $ (53 ) $ 2,285 Investing activities Capital expenditures for property, plant and equipment — (171 ) (119 ) (324 ) — (614 ) Cash received from (paid for) acquisitions of businesses, net of cash acquired — — — (9 ) — (9 ) Sales (purchases) of short-term investments - net — 25 (95 ) (218 ) — (288 ) Loans to affiliates — (535 ) (545 ) (6,215 ) 7,295 — Repayments of loans from affiliates — 36 626 5,795 (6,457 ) — Proceeds from the sales of businesses — — — 777 — 777 Other - net — (41 ) (12 ) (15 ) — (68 ) Net cash provided by (used in) investing activities — (686 ) (145 ) (209 ) 838 (202 ) Financing activities Proceeds from borrowings — — — 9 — 9 Payments on borrowings — (1,048 ) (43 ) (5 ) — (1,096 ) Proceeds from borrowings from affiliates — 2,395 4,260 640 (7,295 ) — Payments on borrowings from affiliates — (2,921 ) (2,874 ) (662 ) 6,457 — Other intercompany financing activities 688 1,365 (1,630 ) (423 ) — — Cash dividends paid (796 ) — — — — (796 ) Cash dividends paid to affiliates — — — (53 ) 53 — Exercise of employee stock options 121 — — — — 121 Excess tax benefit from equity-based compensation — 32 — — — 32 Other - net — — — (6 ) — (6 ) Net cash provided by (used in) financing activities 13 (177 ) (287 ) (500 ) (785 ) (1,736 ) Effect of currency on cash — — — (9 ) — (9 ) Total increase (decrease) in cash (4 ) (3 ) (4 ) 349 — 338 Cash at the beginning of the period 7 54 14 502 — 577 Cash at the end of the period $ 3 $ 51 $ 10 $ 851 $ — $ 915 |