CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The Registered Senior Notes issued by Eaton Corporation are registered under the Securities Act of 1933. Eaton and certain 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 Registered 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 of Eaton's 2017 Form 10-K for additional information related to the Registered 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 2018 and 2017, 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, 2018 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net sales $ — $ 1,689 $ 1,700 $ 3,191 $ (1,329 ) $ 5,251 Cost of products sold — 1,352 1,236 2,310 (1,325 ) 3,573 Selling and administrative expense 3 341 178 367 — 889 Research and development expense — 39 41 76 — 156 Interest expense (income) - net — 68 4 (1 ) (1 ) 70 Other expense (income) - net 18 5 (9 ) (16 ) — (2 ) Equity in loss (earnings) of subsidiaries, net of tax (514 ) (178 ) (829 ) (659 ) 2,180 — Intercompany expense (income) - net 5 (21 ) 486 (470 ) — — Income (loss) before income taxes 488 83 593 1,584 (2,183 ) 565 Income tax expense (benefit) — (6 ) (14 ) 99 (1 ) 78 Net income (loss) 488 89 607 1,485 (2,182 ) 487 Less net loss (income) for noncontrolling interests — — — 1 — 1 Net income (loss) attributable to Eaton ordinary shareholders $ 488 $ 89 $ 607 $ 1,486 $ (2,182 ) $ 488 Other comprehensive income (loss) $ 296 $ 38 $ 296 $ 613 $ (947 ) $ 296 Total comprehensive income (loss) attributable to Eaton ordinary shareholders $ 784 $ 127 $ 903 $ 2,099 $ (3,129 ) $ 784 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 $ 1,656 $ 2,930 $ (1,310 ) $ 4,848 Cost of products sold — 1,251 1,228 2,140 (1,312 ) 3,307 Selling and administrative expense 32 317 199 328 — 876 Research and development expense — 54 49 40 — 143 Interest expense (income) - net — 62 5 (5 ) (1 ) 61 Other expense (income) - net 7 10 1 (24 ) — (6 ) Equity in loss (earnings) of subsidiaries, net of tax (583 ) 169 (790 ) (658 ) 1,862 — Intercompany expense (income) - net 110 (30 ) 338 (418 ) — — Income (loss) before income taxes 434 (261 ) 626 1,527 (1,859 ) 467 Income tax expense (benefit) — (3 ) 16 18 2 33 Net income (loss) 434 (258 ) 610 1,509 (1,861 ) 434 Less net loss (income) for noncontrolling interests — — — (1 ) 1 — Net income (loss) attributable to Eaton ordinary shareholders $ 434 $ (258 ) $ 610 $ 1,508 $ (1,860 ) $ 434 Other comprehensive income (loss) $ 263 $ 63 $ 262 $ 516 $ (841 ) $ 263 Total comprehensive income (loss) attributable to Eaton ordinary shareholders $ 697 $ (195 ) $ 872 $ 2,024 $ (2,701 ) $ 697 CONDENSED CONSOLIDATING BALANCE SHEETS MARCH 31, 2018 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Assets Current assets Cash $ — $ 10 $ 6 $ 301 $ — $ 317 Short-term investments — — — 510 — 510 Accounts receivable - net — 453 1,407 2,145 — 4,005 Intercompany accounts receivable 3 1,607 1,724 2,952 (6,286 ) — Inventory — 517 766 1,549 (87 ) 2,745 Prepaid expenses and other current assets — 108 97 317 30 552 Total current assets 3 2,695 4,000 7,774 (6,343 ) 8,129 Property, plant and equipment - net — 841 698 2,004 — 3,543 Other noncurrent assets Goodwill — 1,317 6,705 5,676 — 13,698 Other intangible assets — 135 3,168 1,903 — 5,206 Deferred income taxes — 360 3 298 (305 ) 356 Investment in subsidiaries 15,651 9,742 54,848 23,602 (103,843 ) — Intercompany loans receivable 3,122 3,235 5,313 64,992 (76,662 ) — Other assets — 741 166 829 — 1,736 Total assets $ 18,776 $ 19,066 $ 74,901 $ 107,078 $ (187,153 ) $ 32,668 Liabilities and shareholders’ equity Current liabilities Short-term debt $ — $ 90 $ — $ 95 $ — $ 185 Current portion of long-term debt — 844 2 1 — 847 Accounts payable — 504 392 1,307 — 2,203 Intercompany accounts payable 6 1,388 3,243 1,649 (6,286 ) — Accrued compensation — 46 31 223 — 300 Other current liabilities 8 492 311 1,050 — 1,861 Total current liabilities 14 3,364 3,979 4,325 (6,286 ) 5,396 Noncurrent liabilities Long-term debt — 5,841 995 9 — 6,845 Pension liabilities — 333 88 804 — 1,225 Other postretirement benefits liabilities — 191 95 73 — 359 Deferred income taxes — — 605 257 (305 ) 557 Intercompany loans payable 1,499 3,955 70,262 946 (76,662 ) — Other noncurrent liabilities — 330 270 385 — 985 Total noncurrent liabilities 1,499 10,650 72,315 2,474 (76,967 ) 9,971 Shareholders’ equity Eaton shareholders' equity 17,263 5,052 (1,393 ) 100,241 (103,900 ) 17,263 Noncontrolling interests — — — 38 — 38 Total equity 17,263 5,052 (1,393 ) 100,279 (103,900 ) 17,301 Total liabilities and equity $ 18,776 $ 19,066 $ 74,901 $ 107,078 $ (187,153 ) $ 32,668 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2017 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Assets Current assets Cash $ — $ 183 $ 18 $ 360 $ — $ 561 Short-term investments — — — 534 — 534 Accounts receivable - net — 482 1,376 2,085 — 3,943 Intercompany accounts receivable 8 2,865 5,155 2,716 (10,744 ) — Inventory — 473 737 1,493 (83 ) 2,620 Prepaid expenses and other current assets — 229 145 277 28 679 Total current assets 8 4,232 7,431 7,465 (10,799 ) 8,337 Property, plant and equipment - net — 859 702 1,941 — 3,502 Other noncurrent assets Goodwill — 1,316 6,705 5,547 — 13,568 Other intangible assets — 138 3,206 1,921 — 5,265 Deferred income taxes — 356 6 215 (324 ) 253 Investment in subsidiaries 15,045 9,503 75,379 39,848 (139,775 ) — Intercompany loans receivable 3,122 7,105 2,909 61,427 (74,563 ) — Other assets — 748 166 784 — 1,698 Total assets $ 18,175 $ 24,257 $ 96,504 $ 119,148 $ (225,461 ) $ 32,623 Liabilities and shareholders’ equity Current liabilities Short-term debt $ — $ — $ — $ 6 $ — $ 6 Current portion of long-term debt — 542 35 1 — 578 Accounts payable — 549 330 1,287 — 2,166 Intercompany accounts payable 4 4,917 4,418 1,405 (10,744 ) — Accrued compensation — 128 65 260 — 453 Other current liabilities 1 566 317 989 (1 ) 1,872 Total current liabilities 5 6,702 5,165 3,948 (10,745 ) 5,075 Noncurrent liabilities Long-term debt — 6,180 976 9 2 7,167 Pension liabilities — 341 89 796 — 1,226 Other postretirement benefits liabilities — 192 96 74 — 362 Deferred income taxes — — 607 255 (324 ) 538 Intercompany loans payable 917 3,808 68,685 1,153 (74,563 ) — Other noncurrent liabilities — 314 273 378 — 965 Total noncurrent liabilities 917 10,835 70,726 2,665 (74,885 ) 10,258 Shareholders’ equity Eaton shareholders' equity 17,253 6,720 20,613 112,498 (139,831 ) 17,253 Noncontrolling interests — — — 37 — 37 Total equity 17,253 6,720 20,613 112,535 (139,831 ) 17,290 Total liabilities and equity $ 18,175 $ 24,257 $ 96,504 $ 119,148 $ (225,461 ) $ 32,623 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2018 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net cash provided by (used in) operating activities $ 2 $ (66 ) $ 82 $ 321 $ — $ 339 Investing activities Capital expenditures for property, plant and equipment — (23 ) (24 ) (84 ) — (131 ) Sales (purchases) of short-term — — — 31 — 31 Investments in affiliates — (36 ) — — 36 — Loans to affiliates — — (486 ) (1,177 ) 1,663 — Repayments of loans from affiliates — 16 886 1,299 (2,201 ) — Other - net — (15 ) (4 ) (18 ) — (37 ) Net cash provided by (used in) investing activities — (58 ) 372 51 (502 ) (137 ) Financing activities Proceeds from borrowings — 90 — 89 — 179 Payments on borrowings — — (33 ) — — (33 ) Proceeds from borrowings from affiliates 585 1,050 28 — (1,663 ) — Payments on borrowings from affiliates (22 ) (1,409 ) (16 ) (754 ) 2,201 — Capital contributions from affiliates — — — 36 (36 ) — Other intercompany financing activities — 237 (441 ) 204 — — Cash dividends paid (284 ) — — — — (284 ) Exercise of employee stock options 19 — — — — 19 Repurchase of shares (300 ) — — — — (300 ) Employee taxes paid from shares withheld — (16 ) (4 ) (3 ) — (23 ) Other - net — (1 ) — — — (1 ) Net cash provided by (used in) financing activities (2 ) (49 ) (466 ) (428 ) 502 (443 ) Effect of currency on cash — — — (3 ) — (3 ) Total increase (decrease) in cash — (173 ) (12 ) (59 ) — (244 ) Cash at the beginning of the period — 183 18 360 — 561 Cash at the end of the period $ — $ 10 $ 6 $ 301 $ — $ 317 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 $ 430 $ 733 $ 196 $ (1,507 ) $ 463 Investing activities Capital expenditures for property, plant and equipment — (20 ) (26 ) (70 ) — (116 ) Sales (purchases) of short-term — — — (93 ) — (93 ) Investments in affiliates — (1 ) — — 1 — Loans to affiliates — (6 ) (87 ) (2,348 ) 2,441 — Repayments of loans from affiliates — 19 55 2,195 (2,269 ) — Other - net — (11 ) 2 (11 ) — (20 ) Net cash provided by (used in) investing activities — (19 ) (56 ) (327 ) 173 (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 — Capital contributions from affiliates — — — 1 (1 ) — Other intercompany financing activities — (63 ) (519 ) 582 — — 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 ) (460 ) (679 ) (146 ) 1,334 (563 ) Effect of currency on cash — — — 8 — 8 Total increase (decrease) in cash (1 ) (49 ) (2 ) (269 ) — (321 ) Cash at the beginning of the period 1 92 12 438 — 543 Cash at the end of the period $ — $ 43 $ 10 $ 169 $ — $ 222 |