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 7 of Eaton's 2018 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 , 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. These restructurings have been reflected as of the beginning of the earliest period presented below. CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2019 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net sales $ — $ 1,758 $ 1,820 $ 3,038 $ (1,311 ) $ 5,305 Cost of products sold — 1,390 1,289 2,195 (1,301 ) 3,573 Selling and administrative expense 4 361 205 347 — 917 Research and development expense — 41 38 77 — 156 Interest expense (income) - net — 70 4 (7 ) (1 ) 66 Other expense (income) - net (12 ) (8 ) (8 ) 18 — (10 ) Equity in loss (earnings) of subsidiaries, net of tax (527 ) (306 ) (831 ) (735 ) 2,399 — Intercompany expense (income) - net 13 (36 ) 447 (424 ) — — Income (loss) before income taxes 522 246 676 1,567 (2,408 ) 603 Income tax expense (benefit) — 9 (12 ) 86 (2 ) 81 Net income (loss) 522 237 688 1,481 (2,406 ) 522 Less net loss (income) for noncontrolling interests — — — — — — Net income (loss) attributable to Eaton ordinary shareholders $ 522 $ 237 $ 688 $ 1,481 $ (2,406 ) $ 522 Other comprehensive income (loss) $ 67 $ (6 ) $ 72 $ 91 $ (157 ) $ 67 Total comprehensive income (loss) attributable to Eaton ordinary shareholders $ 589 $ 231 $ 760 $ 1,572 $ (2,563 ) $ 589 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 ) (248 ) (797 ) (641 ) 2,200 — Intercompany expense (income) - net 5 (22 ) 487 (470 ) — — Income (loss) before income taxes 488 154 560 1,566 (2,203 ) 565 Income tax expense (benefit) — (6 ) (14 ) 99 (1 ) 78 Net income (loss) 488 160 574 1,467 (2,202 ) 487 Less net loss (income) for noncontrolling interests — — — 1 — 1 Net income (loss) attributable to Eaton ordinary shareholders $ 488 $ 160 $ 574 $ 1,468 $ (2,202 ) $ 488 Other comprehensive income (loss) $ 296 $ 10 $ 284 $ 609 $ (903 ) $ 296 Total comprehensive income (loss) attributable to Eaton ordinary shareholders $ 784 $ 170 $ 858 $ 2,077 $ (3,105 ) $ 784 CONDENSED CONSOLIDATING BALANCE SHEETS MARCH 31, 2019 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Assets Current assets Cash $ 2 $ 18 $ 11 $ 272 $ — $ 303 Short-term investments — — — 143 — 143 Accounts receivable - net — 492 1,381 1,992 — 3,865 Intercompany accounts receivable 16 1,452 1,809 2,141 (5,418 ) — Inventory — 559 850 1,574 (86 ) 2,897 Prepaid expenses and other current assets — 116 26 377 17 536 Total current assets 18 2,637 4,077 6,499 (5,487 ) 7,744 Property, plant and equipment - net — 850 673 1,950 — 3,473 Other noncurrent assets Goodwill — 1,330 6,705 5,283 — 13,318 Other intangible assets — 126 3,016 1,612 — 4,754 Operating lease assets — 139 49 232 — 420 Deferred income taxes — 318 — 302 (311 ) 309 Investment in subsidiaries 17,045 8,012 72,214 26,299 (123,570 ) — Intercompany loans receivable 1,009 6,417 7,241 59,957 (74,624 ) — Other assets — 755 155 721 — 1,631 Total assets $ 18,072 $ 20,584 $ 94,130 $ 102,855 $ (203,992 ) $ 31,649 Liabilities and shareholders’ equity Current liabilities Short-term debt $ — $ 730 $ — $ 11 $ — $ 741 Current portion of long-term debt — 41 — 1 — 42 Accounts payable — 514 460 1,300 — 2,274 Intercompany accounts payable 25 1,216 2,460 1,717 (5,418 ) — Accrued compensation — 48 32 222 — 302 Other current liabilities 8 597 258 1,065 (1 ) 1,927 Total current liabilities 33 3,146 3,210 4,316 (5,419 ) 5,286 Noncurrent liabilities Long-term debt — 5,842 933 6 1 6,782 Pension liabilities — 381 129 755 — 1,265 Other postretirement benefits liabilities — 165 82 73 — 320 Operating lease liabilities — 100 37 171 — 308 Deferred income taxes — — 506 165 (311 ) 360 Intercompany loans payable 1,806 5,791 66,260 767 (74,624 ) — Other noncurrent liabilities — 395 289 377 — 1,061 Total noncurrent liabilities 1,806 12,674 68,236 2,314 (74,934 ) 10,096 Shareholders’ equity Eaton shareholders' equity 16,233 4,764 22,684 96,191 (123,639 ) 16,233 Noncontrolling interests — — — 34 — 34 Total equity 16,233 4,764 22,684 96,225 (123,639 ) 16,267 Total liabilities and equity $ 18,072 $ 20,584 $ 94,130 $ 102,855 $ (203,992 ) $ 31,649 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2018 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Assets Current assets Cash $ 1 $ 21 $ — $ 261 $ — $ 283 Short-term investments — — — 157 — 157 Accounts receivable - net — 483 1,400 1,975 — 3,858 Intercompany accounts receivable — 1,575 1,851 2,968 (6,394 ) — Inventory — 540 766 1,555 (76 ) 2,785 Prepaid expenses and other current assets — 107 32 354 14 507 Total current assets 1 2,726 4,049 7,270 (6,456 ) 7,590 Property, plant and equipment - net — 843 678 1,946 — 3,467 Other noncurrent assets Goodwill — 1,330 6,705 5,293 — 13,328 Other intangible assets — 128 3,054 1,664 — 4,846 Deferred income taxes — 340 — 288 (335 ) 293 Investment in subsidiaries 16,476 7,658 71,334 25,551 (121,019 ) — Intercompany loans receivable 1,508 5,843 8,406 59,147 (74,904 ) — Other assets — 746 117 705 — 1,568 Total assets $ 17,985 $ 19,614 $ 94,343 $ 101,864 $ (202,714 ) $ 31,092 Liabilities and shareholders’ equity Current liabilities Short-term debt $ — $ 388 $ — $ 26 $ — $ 414 Current portion of long-term debt — 338 — 1 — 339 Accounts payable — 496 416 1,218 — 2,130 Intercompany accounts payable 32 1,127 3,206 2,029 (6,394 ) — Accrued compensation — 135 71 251 — 457 Other current liabilities 30 525 259 1,002 (2 ) 1,814 Total current liabilities 62 3,009 3,952 4,527 (6,396 ) 5,154 Noncurrent liabilities Long-term debt — 5,814 945 7 2 6,768 Pension liabilities — 383 130 791 — 1,304 Other postretirement benefits liabilities — 166 83 72 — 321 Deferred income taxes — 1 508 175 (335 ) 349 Intercompany loans payable 1,816 5,182 66,507 1,399 (74,904 ) — Other noncurrent liabilities — 389 291 374 — 1,054 Total noncurrent liabilities 1,816 11,935 68,464 2,818 (75,237 ) 9,796 Shareholders’ equity Eaton shareholders' equity 16,107 4,670 21,927 94,484 (121,081 ) 16,107 Noncontrolling interests — — — 35 — 35 Total equity 16,107 4,670 21,927 94,519 (121,081 ) 16,142 Total liabilities and equity $ 17,985 $ 19,614 $ 94,343 $ 101,864 $ (202,714 ) $ 31,092 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2019 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net cash provided by (used in) operating activities $ (36 ) $ (19 ) $ 202 $ 404 $ — $ 551 Investing activities Capital expenditures for property, plant and equipment — (27 ) (28 ) (94 ) — (149 ) Sales (purchases) of short-term — — — 16 — 16 Loans to affiliates — (185 ) — (1,665 ) 1,850 — Repayments of loans from affiliates — 272 — 1,416 (1,688 ) — Proceeds (payments) for settlement of currency exchange contracts not designated as hedges - net — (2 ) — 53 — 51 Other - net — (5 ) 24 (5 ) — 14 Net cash provided by (used in) investing activities — 53 (4 ) (279 ) 162 (68 ) Financing activities Proceeds from borrowings — 342 — — — 342 Payments on borrowings — (301 ) — (14 ) — (315 ) Proceeds from borrowings from affiliates 499 1,133 33 185 (1,850 ) — Payments on borrowings from affiliates — (1,386 ) (30 ) (272 ) 1,688 — Other intercompany financing activities — 204 (184 ) (20 ) — — Cash dividends paid (302 ) — — — — (302 ) Exercise of employee stock options 20 — — — — 20 Repurchase of shares (180 ) — — — — (180 ) Employee taxes paid from shares withheld — (29 ) (6 ) — — (35 ) Other - net — — — (1 ) — (1 ) Net cash provided by (used in) financing activities 37 (37 ) (187 ) (122 ) (162 ) (471 ) Effect of currency on cash — — — 8 — 8 Total increase (decrease) in cash 1 (3 ) 11 11 — 20 Cash at the beginning of the period 1 21 — 261 — 283 Cash at the end of the period $ 2 $ 18 $ 11 $ 272 $ — $ 303 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 $ (49 ) $ 82 $ 304 $ — $ 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 — 220 (441 ) 221 — — 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 ) (66 ) (466 ) (411 ) 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 |