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. The guarantee of a Guarantor that is not a parent of the issuer will be automatically and unconditionally released and discharged in the event of any sale of the Guarantor or of all or substantially all of its assets, or in connection with the release or termination of the Guarantor as a guarantor under all other U.S. debt securities or U.S. syndicated credit facilities, subject to limitations set forth in the indenture. The guarantee of a Guarantor that is a direct or indirect parent of the issuer will only be automatically and unconditionally released and discharged in connection with the release or termination of such Guarantor as a guarantor under all other debt securities or syndicated credit facilities (in both cases, U.S. or otherwise), subject to limitations set forth in the indenture. During 2017 and 2016, the Company undertook certain steps to restructure ownership of various subsidiaries. The transactions were entirely among wholly-owned subsidiaries under the common control of Eaton. This restructuring has been reflected as of the beginning of the earliest period presented below. CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2017 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net sales $ — $ 1,572 $ 1,595 $ 2,991 $ (1,310 ) $ 4,848 Cost of products sold — 1,253 1,188 2,181 (1,312 ) 3,310 Selling and administrative expense 32 326 194 333 — 885 Research and development expense — 54 47 42 — 143 Interest expense (income) - net — 60 5 (4 ) — 61 Other expense (income) - net 7 — (1 ) (21 ) — (15 ) Equity in loss (earnings) of subsidiaries, net of tax (581 ) (190 ) (872 ) (107 ) 1,750 — Intercompany expense (income) - net 110 (39 ) 333 (404 ) — — Income (loss) before income taxes 432 108 701 971 (1,748 ) 464 Income tax expense (benefit) — (3 ) 16 17 2 32 Net income (loss) 432 111 685 954 (1,750 ) 432 Less net loss (income) for noncontrolling interests — — — (1 ) 1 — Net income (loss) attributable to Eaton ordinary shareholders $ 432 $ 111 $ 685 $ 953 $ (1,749 ) $ 432 Other comprehensive income (loss) $ 263 $ 60 $ 271 $ 322 $ (653 ) $ 263 Total comprehensive income (loss) attributable to Eaton ordinary shareholders $ 695 $ 171 $ 956 $ 1,275 $ (2,402 ) $ 695 CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2016 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net sales $ — $ 1,538 $ 1,575 $ 2,873 $ (1,173 ) $ 4,813 Cost of products sold — 1,196 1,200 2,070 (1,175 ) 3,291 Selling and administrative expense 2 365 196 329 — 892 Research and development expense — 62 49 38 — 149 Interest expense (income) - net — 53 3 (3 ) 4 57 Other expense (income) - net — (2 ) (2 ) (14 ) — (18 ) Equity in loss (earnings) of subsidiaries, net of tax (504 ) (168 ) (673 ) (95 ) 1,440 — Intercompany expense (income) - net 98 (36 ) 255 (317 ) — — Income (loss) before income taxes 404 68 547 865 (1,442 ) 442 Income tax expense (benefit) — 7 1 31 — 39 Net income (loss) 404 61 546 834 (1,442 ) 403 Less net loss (income) for noncontrolling interests — — — — 1 1 Net income (loss) attributable to Eaton ordinary shareholders $ 404 $ 61 $ 546 $ 834 $ (1,441 ) $ 404 Other comprehensive income (loss) $ 273 $ 44 $ 278 $ 306 $ (628 ) $ 273 Total comprehensive income (loss) attributable to Eaton ordinary shareholders $ 677 $ 105 $ 824 $ 1,140 $ (2,069 ) $ 677 CONDENSED CONSOLIDATING BALANCE SHEETS MARCH 31, 2017 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Assets Current assets Cash $ — $ 43 $ 9 $ 170 $ — $ 222 Short-term investments — — — 301 — 301 Accounts receivable - net — 536 1,080 2,057 — 3,673 Intercompany accounts receivable 8 718 3,733 3,621 (8,080 ) — Inventory — 344 652 1,425 (77 ) 2,344 Prepaid expenses and other current assets — 101 41 269 24 435 Total current assets 8 1,742 5,515 7,843 (8,133 ) 6,975 Property, plant and equipment - net — 848 700 1,933 — 3,481 Other noncurrent assets Goodwill — 1,355 6,293 5,648 — 13,296 Other intangible assets — 166 3,396 1,879 — 5,441 Deferred income taxes — 930 2 262 (755 ) 439 Investment in subsidiaries 32,891 13,659 73,741 12,751 (133,042 ) — Intercompany loans receivable — 7,706 2,473 56,946 (67,125 ) — Other assets — 492 140 347 — 979 Total assets $ 32,899 $ 26,898 $ 92,260 $ 87,609 $ (209,055 ) $ 30,611 Liabilities and shareholders’ equity Current liabilities Short-term debt $ — $ 194 $ — $ 14 $ — $ 208 Current portion of long-term debt — 999 326 3 — 1,328 Accounts payable — 460 268 1,163 — 1,891 Intercompany accounts payable 175 3,596 3,068 1,241 (8,080 ) — Accrued compensation — 41 35 194 — 270 Other current liabilities 7 583 308 965 (3 ) 1,860 Total current liabilities 182 5,873 4,005 3,580 (8,083 ) 5,557 Noncurrent liabilities Long-term debt — 5,760 909 8 — 6,677 Pension liabilities — 533 137 883 — 1,553 Other postretirement benefits liabilities — 196 99 71 — 366 Deferred income taxes — — 716 358 (755 ) 319 Intercompany loans payable 17,560 2,557 45,583 1,425 (67,125 ) — Other noncurrent liabilities — 318 222 400 — 940 Total noncurrent liabilities 17,560 9,364 47,666 3,145 (67,880 ) 9,855 Shareholders’ equity Eaton shareholders' equity 15,157 11,661 40,589 80,847 (133,097 ) 15,157 Noncontrolling interests — — — 37 5 42 Total equity 15,157 11,661 40,589 80,884 (133,092 ) 15,199 Total liabilities and equity $ 32,899 $ 26,898 $ 92,260 $ 87,609 $ (209,055 ) $ 30,611 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2016 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Assets Current assets Cash $ 1 $ 92 $ 4 $ 446 $ — $ 543 Short-term investments — — — 203 — 203 Accounts receivable - net — 536 1,049 1,975 — 3,560 Intercompany accounts receivable 5 954 4,023 3,633 (8,615 ) — Inventory — 342 642 1,349 (79 ) 2,254 Prepaid expenses and other current assets — 77 42 237 25 381 Total current assets 6 2,001 5,760 7,843 (8,669 ) 6,941 Property, plant and equipment - net — 857 706 1,880 — 3,443 Other noncurrent assets Goodwill — 1,355 6,293 5,553 — 13,201 Other intangible assets — 169 3,442 1,903 — 5,514 Deferred income taxes — 904 — 228 (772 ) 360 Investment in subsidiaries 32,795 13,743 72,938 12,516 (131,992 ) — Intercompany loans receivable — 7,605 2,061 56,598 (66,264 ) — Other assets — 491 134 335 — 960 Total assets $ 32,801 $ 27,125 $ 91,334 $ 86,856 $ (207,697 ) $ 30,419 Liabilities and shareholders’ equity Current liabilities Short-term debt $ — $ — $ 8 $ 6 $ — $ 14 Current portion of long-term debt — 1,250 296 6 — 1,552 Accounts payable 1 372 252 1,093 — 1,718 Intercompany accounts payable 281 3,870 3,115 1,349 (8,615 ) — Accrued compensation — 98 58 223 — 379 Other current liabilities 1 591 291 941 (2 ) 1,822 Total current liabilities 283 6,181 4,020 3,618 (8,617 ) 5,485 Noncurrent liabilities Long-term debt — 5,767 936 8 — 6,711 Pension liabilities — 610 161 888 — 1,659 Other postretirement benefits liabilities — 198 99 71 — 368 Deferred income taxes — — 732 361 (772 ) 321 Intercompany loans payable 17,621 2,603 44,788 1,252 (66,264 ) — Other noncurrent liabilities — 327 211 396 — 934 Total noncurrent liabilities 17,621 9,505 46,927 2,976 (67,036 ) 9,993 Shareholders’ equity Eaton shareholders' equity 14,897 11,439 40,387 80,224 (132,050 ) 14,897 Noncontrolling interests — — — 38 6 44 Total equity 14,897 11,439 40,387 80,262 (132,044 ) 14,941 Total liabilities and equity $ 32,801 $ 27,125 $ 91,334 $ 86,856 $ (207,697 ) $ 30,419 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2017 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net cash provided by (used in) operating activities $ 611 $ 201 $ 470 $ 688 $ (1,507 ) $ 463 Investing activities Capital expenditures for property, plant and equipment — (20 ) (26 ) (70 ) — (116 ) Sales (purchases) of short-term investments - net — — — (93 ) — (93 ) Loans to affiliates — (6 ) — (2,435 ) 2,441 — Repayments of loans from affiliates — 19 — 2,250 (2,269 ) — Other - net — (11 ) 3 (12 ) — (20 ) Net cash provided by (used in) investing activities — (18 ) (23 ) (360 ) 172 (229 ) Financing activities Proceeds from borrowings — 194 — — — 194 Payments on borrowings — (250 ) — (4 ) — (254 ) Proceeds from borrowings from affiliates 668 1,107 662 4 (2,441 ) — Payments on borrowings from affiliates (800 ) (1,435 ) (17 ) (17 ) 2,269 — Other intercompany financing activities — 165 (282 ) 117 — — Cash dividends paid (263 ) — — — — (263 ) Cash dividends paid to affiliates — — (800 ) (707 ) 1,507 — Exercise of employee stock options 38 — — — — 38 Repurchase of shares (255 ) — — — — (255 ) Employee taxes paid from shares withheld — (13 ) (4 ) (3 ) — (20 ) Other - net — — (1 ) (2 ) — (3 ) Net cash provided by (used in) financing activities (612 ) (232 ) (442 ) (612 ) 1,335 (563 ) Effect of currency on cash — — — 8 — 8 Total increase (decrease) in cash (1 ) (49 ) 5 (276 ) — (321 ) Cash at the beginning of the period 1 92 4 446 — 543 Cash at the end of the period $ — $ 43 $ 9 $ 170 $ — $ 222 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2016 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net cash provided by (used in) operating activities $ (139 ) $ (36 ) $ 75 $ 488 $ — $ 388 Investing activities Capital expenditures for property, plant and equipment — (22 ) (23 ) (66 ) — (111 ) Cash received from (paid for) acquisitions of businesses, net of cash acquired — — 1 — — 1 Sales (purchases) of short-term — — 2 (55 ) — (53 ) Investments in affiliates (1,250 ) — — (1,250 ) 2,500 — Loans to affiliates — (101 ) — (2,158 ) 2,259 — Repayments of loans from affiliates — 1,255 — 1,645 (2,900 ) — Other - net — 8 11 (15 ) — 4 Net cash provided by (used in) investing activities (1,250 ) 1,140 (9 ) (1,899 ) 1,859 (159 ) Financing activities Proceeds from borrowings — 418 — — — 418 Payments on borrowings — (1 ) (240 ) — — (241 ) Proceeds from borrowings from affiliates 1,738 264 158 99 (2,259 ) — Payments on borrowings from affiliates (10 ) (1,635 ) (1,247 ) (8 ) 2,900 — Capital contributions from affiliates — — 1,250 1,250 (2,500 ) — Other intercompany financing activities — (162 ) 16 146 — — Cash dividends paid (256 ) — — — — (256 ) Exercise of employee stock options 17 — — — — 17 Repurchase of shares (100 ) — — — — (100 ) Employee taxes paid from shares withheld — (10 ) (4 ) (3 ) — (17 ) Other - net — 2 — — — 2 Net cash provided by (used in) financing activities 1,389 (1,124 ) (67 ) 1,484 (1,859 ) (177 ) Effect of currency on cash — — — 13 — 13 Total increase (decrease) in cash — (20 ) (1 ) 86 — 65 Cash at the beginning of the period — 26 7 235 — 268 Cash at the end of the period $ — $ 6 $ 6 $ 321 $ — $ 333 |