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 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 2019 , 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. These restructurings have been reflected as of the beginning of the earliest period presented below. CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2019 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net sales $ — $ 7,322 $ 6,995 $ 12,101 $ (5,028 ) $ 21,390 Cost of products sold — 5,646 5,073 8,651 (5,032 ) 14,338 Selling and administrative expense 11 1,480 780 1,312 — 3,583 Research and development expense — 141 140 325 — 606 Interest expense (income) - net — 248 19 (29 ) (2 ) 236 Other expense (income) - net (12 ) 16 (8 ) 40 — 36 Equity in loss (earnings) of subsidiaries, net of tax (2,423 ) (593 ) (2,492 ) (2,563 ) 8,071 — Intercompany expense (income) - net 213 1 520 (734 ) — — Income (loss) before income taxes 2,211 383 2,963 5,099 (8,065 ) 2,591 Income tax expense (benefit) — 3 135 239 1 378 Net income (loss) 2,211 380 2,828 4,860 (8,066 ) 2,213 Less net loss (income) for noncontrolling interests — — — (2 ) — (2 ) Net income (loss) attributable to Eaton ordinary shareholders $ 2,211 $ 380 $ 2,828 $ 4,858 $ (8,066 ) $ 2,211 Other comprehensive income (loss) (145 ) (6 ) (109 ) (312 ) 427 (145 ) Total comprehensive income (loss) attributable to Eaton ordinary shareholders $ 2,066 $ 374 $ 2,719 $ 4,546 $ (7,639 ) $ 2,066 CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2018 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net sales $ — $ 7,395 $ 6,875 $ 12,649 $ (5,310 ) $ 21,609 Cost of products sold — 5,805 5,012 9,011 (5,317 ) 14,511 Selling and administrative expense 10 1,451 756 1,331 — 3,548 Research and development expense — 151 146 287 — 584 Interest expense (income) - net — 273 15 (18 ) 1 271 Arbitration decision expense — — 275 — — 275 Other expense (income) - net (29 ) 55 22 (52 ) — (4 ) Equity in loss (earnings) of subsidiaries, net of tax (2,302 ) (716 ) (2,867 ) (2,338 ) 8,223 — Intercompany expense (income) - net 176 133 1,022 (1,331 ) — — Income (loss) before income taxes 2,145 243 2,494 5,759 (8,217 ) 2,424 Income tax expense (benefit) — 1 28 248 1 278 Net income (loss) 2,145 242 2,466 5,511 (8,218 ) 2,146 Less net loss (income) for noncontrolling interests — — — (1 ) — (1 ) Net income (loss) attributable to Eaton ordinary shareholders $ 2,145 $ 242 $ 2,466 $ 5,510 $ (8,218 ) $ 2,145 Other comprehensive income (loss) (741 ) (162 ) (765 ) (1,565 ) 2,492 (741 ) Total comprehensive income (loss) attributable to Eaton ordinary shareholders $ 1,404 $ 80 $ 1,701 $ 3,945 $ (5,726 ) $ 1,404 CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2017 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net sales $ — $ 6,900 $ 6,563 $ 12,358 $ (5,417 ) $ 20,404 Cost of products sold — 5,434 4,840 8,895 (5,413 ) 13,756 Selling and administrative expense 11 1,387 768 1,360 — 3,526 Research and development expense — 183 176 225 — 584 Interest expense (income) - net — 244 20 (20 ) 2 246 Gain on sale of business — 561 — 516 — 1,077 Other expense (income) - net 79 48 (76 ) (50 ) — 1 Equity in loss (earnings) of subsidiaries, net of tax (3,644 ) (1,644 ) (5,063 ) (3,832 ) 14,183 — Intercompany expense (income) - net 569 (309 ) 794 (1,054 ) — — Income (loss) before income taxes 2,985 2,118 5,104 7,350 (14,189 ) 3,368 Income tax expense (benefit) — 337 (52 ) 99 (2 ) 382 Net income (loss) 2,985 1,781 5,156 7,251 (14,187 ) 2,986 Less net loss (income) for noncontrolling interests — — — (3 ) 2 (1 ) Net income (loss) attributable to Eaton ordinary shareholders $ 2,985 $ 1,781 $ 5,156 $ 7,248 $ (14,185 ) $ 2,985 Other comprehensive income (loss) 1,044 104 1,021 2,252 (3,377 ) 1,044 Total comprehensive income (loss) attributable to Eaton ordinary shareholders $ 4,029 $ 1,885 $ 6,177 $ 9,500 $ (17,562 ) $ 4,029 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2019 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Assets Current assets Cash $ — $ 27 $ — $ 343 $ — $ 370 Short-term investments — — — 221 — 221 Accounts receivable - net — 460 982 1,995 — 3,437 Intercompany accounts receivable 9 937 1,848 1,683 (4,477 ) — Inventory — 596 672 1,609 (72 ) 2,805 Assets held for sale — — 1,211 166 — 1,377 Prepaid expenses and other current assets — 106 28 371 13 518 Total current assets 9 2,126 4,741 6,388 (4,536 ) 8,728 Property, plant and equipment - net — 854 563 2,079 — 3,496 Other noncurrent assets Goodwill — 1,742 5,839 5,875 — 13,456 Other intangible assets — 302 2,406 1,930 — 4,638 Operating lease assets — 173 31 232 — 436 Deferred income taxes — 250 74 279 (231 ) 372 Investment in subsidiaries 17,195 10,610 58,610 23,019 (109,434 ) — Intercompany loans receivable — 2,643 2,983 38,671 (44,297 ) — Other assets — 817 129 733 — 1,679 Total assets $ 17,204 $ 19,517 $ 75,376 $ 79,206 $ (158,498 ) $ 32,805 Liabilities and shareholders’ equity Current liabilities Short-term debt $ — $ 255 $ — $ — $ — $ 255 Current portion of long-term debt — 4 242 2 — 248 Accounts payable — 529 340 1,245 — 2,114 Intercompany accounts payable 25 953 2,275 1,224 (4,477 ) — Accrued compensation — 113 58 278 — 449 Liabilities held for sale — — 232 93 — 325 Other current liabilities 1 531 400 809 — 1,741 Total current liabilities 26 2,385 3,547 3,651 (4,477 ) 5,132 Noncurrent liabilities Long-term debt — 5,886 1,921 12 — 7,819 Pension liabilities — 420 122 920 — 1,462 Other postretirement benefits liabilities — 172 80 76 — 328 Operating lease liabilities — 128 21 182 — 331 Deferred income taxes — — 432 195 (231 ) 396 Intercompany loans payable 1,096 5,120 36,000 2,081 (44,297 ) — Other noncurrent liabilities — 570 272 362 — 1,204 Total noncurrent liabilities 1,096 12,296 38,848 3,828 (44,528 ) 11,540 Shareholders’ equity Eaton shareholders’ equity 16,082 4,836 32,981 71,676 (109,493 ) 16,082 Noncontrolling interests — — — 51 — 51 Total equity 16,082 4,836 32,981 71,727 (109,493 ) 16,133 Total liabilities and equity $ 17,204 $ 19,517 $ 75,376 $ 79,206 $ (158,498 ) $ 32,805 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2018 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Assets Current assets Cash $ 1 $ 21 $ 1 $ 260 $ — $ 283 Short-term investments — — — 157 — 157 Accounts receivable - net — 501 1,381 1,976 — 3,858 Intercompany accounts receivable — 2,457 1,877 2,159 (6,493 ) — Inventory — 592 714 1,555 (76 ) 2,785 Prepaid expenses and other current assets — 109 29 355 14 507 Total current assets 1 3,680 4,002 6,462 (6,555 ) 7,590 Property, plant and equipment - net — 858 663 1,946 — 3,467 Other noncurrent assets Goodwill — 1,742 6,293 5,293 — 13,328 Other intangible assets — 322 2,860 1,664 — 4,846 Deferred income taxes — 252 134 287 (380 ) 293 Investment in subsidiaries 16,476 13,101 68,196 32,625 (130,398 ) — Intercompany loans receivable 1,508 2,208 8,406 39,757 (51,879 ) — Other assets — 758 115 695 — 1,568 Total assets $ 17,985 $ 22,921 $ 90,669 $ 88,729 $ (189,212 ) $ 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 — 515 397 1,218 — 2,130 Intercompany accounts payable 32 1,718 2,864 1,879 (6,493 ) — Accrued compensation — 139 67 251 — 457 Other current liabilities 30 536 386 864 (2 ) 1,814 Total current liabilities 62 3,634 3,714 4,239 (6,495 ) 5,154 Noncurrent liabilities Long-term debt — 5,814 945 7 2 6,768 Pension liabilities — 391 122 791 — 1,304 Other postretirement benefits liabilities — 168 81 72 — 321 Deferred income taxes — 1 553 175 (380 ) 349 Intercompany loans payable 1,816 7,681 39,552 2,830 (51,879 ) — Other noncurrent liabilities — 391 290 373 — 1,054 Total noncurrent liabilities 1,816 14,446 41,543 4,248 (52,257 ) 9,796 Shareholders’ equity Eaton shareholders’ equity 16,107 4,841 45,412 80,207 (130,460 ) 16,107 Noncontrolling interests — — — 35 — 35 Total equity 16,107 4,841 45,412 80,242 (130,460 ) 16,142 Total liabilities and equity $ 17,985 $ 22,921 $ 90,669 $ 88,729 $ (189,212 ) $ 31,092 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2019 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net cash provided by (used in) operating activities $ (78 ) $ 1,316 $ 652 $ 1,561 $ — $ 3,451 Investing activities Capital expenditures for property, plant and equipment — (101 ) (114 ) (372 ) — (587 ) Cash paid for acquisitions of businesses, net of cash acquired — (152 ) (30 ) (998 ) — (1,180 ) Payments for sale of a business — — — (36 ) — (36 ) Sales (purchases) of short-term investments - net — — — (70 ) — (70 ) Loans to affiliates — (470 ) (811 ) (8,440 ) 9,721 — Repayments of loans from affiliates — 841 — 6,830 (7,671 ) — Proceeds from (payments for) settlement of currency exchange contracts not designated as hedges - net — 3 — 51 — 54 Other - net — (32 ) 29 (44 ) — (47 ) Net cash provided by (used in) investing activities — 89 (926 ) (3,079 ) 2,050 (1,866 ) Financing activities Proceeds from borrowings — — 1,232 — — 1,232 Payments on borrowings — (474 ) — (33 ) — (507 ) Proceeds from borrowings from affiliates 2,426 5,341 673 1,281 (9,721 ) — Payments on borrowings from affiliates (185 ) (6,286 ) (459 ) (741 ) 7,671 — Other intercompany financing activities — 51 (1,162 ) 1,111 — — Cash dividends paid (1,201 ) — — — — (1,201 ) Exercise of employee stock options 66 — — — — 66 Repurchase of shares (1,029 ) — — — — (1,029 ) Employee taxes paid from shares withheld — (31 ) (5 ) (10 ) — (46 ) Other - net — — (6 ) (3 ) — (9 ) Net cash provided by (used in) financing activities 77 (1,399 ) 273 1,605 (2,050 ) (1,494 ) Effect of currency on cash — — — (4 ) — (4 ) Total increase (decrease) in cash (1 ) 6 (1 ) 83 — 87 Cash at the beginning of the period 1 21 1 260 — 283 Cash at the end of the period $ — $ 27 $ — $ 343 $ — $ 370 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2018 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net cash provided by (used in) operating activities $ (26 ) $ (84 ) $ 220 $ 2,643 $ (95 ) $ 2,658 Investing activities Capital expenditures for property, plant and equipment — (98 ) (91 ) (376 ) — (565 ) Sales (purchases) of short-term investments - net — — — 355 — 355 Investments in affiliates (4 ) (36 ) — — 40 — Loans to affiliates — (100 ) (84 ) (6,442 ) 6,626 — Repayments of loans from affiliates — 647 1,044 4,455 (6,146 ) — Proceeds from (payments for) settlement of currency exchange contracts not designated as hedges - net — 11 — (121 ) — (110 ) Other - net — (78 ) 23 (23 ) — (78 ) Net cash provided by (used in) investing activities (4 ) 346 892 (2,152 ) 520 (398 ) Financing activities Proceeds from borrowings — 388 — 22 — 410 Payments on borrowings — (538 ) (35 ) (1 ) — (574 ) Proceeds from borrowings from affiliates 3,756 2,452 318 100 (6,626 ) — Payments on borrowings from affiliates (1,334 ) (3,178 ) (710 ) (924 ) 6,146 — Capital contributions from affiliates — — — 40 (40 ) — Other intercompany financing activities — 463 (692 ) 229 — — Cash dividends paid (1,149 ) — — — — (1,149 ) Cash dividends paid to affiliates — — — (95 ) 95 — Exercise of employee stock options 29 — — — — 29 Repurchase of shares (1,271 ) — — — — (1,271 ) Employee taxes paid from shares withheld — (16 ) (5 ) (3 ) — (24 ) Other - net — (1 ) — (1 ) — (2 ) Net cash provided by (used in) financing activities 31 (430 ) (1,124 ) (633 ) (425 ) (2,581 ) Effect of currency on cash — — — 43 — 43 Total increase (decrease) in cash 1 (168 ) (12 ) (99 ) — (278 ) Cash at the beginning of the period — 189 13 359 — 561 Cash at the end of the period $ 1 $ 21 $ 1 $ 260 $ — $ 283 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS DECEMBER 31, 2017 Eaton Corporation plc Eaton Corporation Guarantors Other subsidiaries Consolidating adjustments Total Net cash provided by (used in) operating activities $ 258 $ (470 ) $ 15 $ 4,472 $ (1,609 ) $ 2,666 Investing activities Capital expenditures for property, plant and equipment — (92 ) (110 ) (318 ) — (520 ) Proceeds from the sales of businesses — 338 — 269 — 607 Cash received from sales (paid for acquisitions) of affiliates — — (92 ) 92 — — Sales (purchases) of short-term investments - net — — — (298 ) — (298 ) Investments in affiliates (190 ) (108 ) — (90 ) 388 — Return of investments in affiliates — — 90 — (90 ) — Loans to affiliates — (443 ) (415 ) (6,309 ) 7,167 — Repayments of loans from affiliates — 303 385 3,478 (4,166 ) — Other - net — (45 ) 10 29 — (6 ) Net cash provided by (used in) investing activities (190 ) (47 ) (132 ) (3,147 ) 3,299 (217 ) Financing activities Proceeds from borrowings — 1,000 — — — 1,000 Payments on borrowings — (1,250 ) (297 ) (7 ) — (1,554 ) Proceeds from borrowings from affiliates 2,605 3,129 991 442 (7,167 ) — Payments on borrowings from affiliates (822 ) (2,904 ) (353 ) (87 ) 4,166 — Capital contribution from affiliates — — 90 298 (388 ) — Return of capital to affiliates — — — (90 ) 90 — Other intercompany financing activities — 652 500 (1,152 ) — — Cash dividends paid (1,068 ) — — — — (1,068 ) Cash dividends paid to affiliates — — (800 ) (809 ) 1,609 — Exercise of employee stock options 66 — — — — 66 Repurchase of shares (850 ) — — — — (850 ) Employee taxes paid from shares withheld — (15 ) (4 ) (3 ) — (22 ) Other - net — (8 ) (1 ) (5 ) — (14 ) Net cash provided by (used in) financing activities (69 ) 604 126 (1,413 ) (1,690 ) (2,442 ) Effect of currency on cash — — — 11 — 11 Total increase (decrease) in cash (1 ) 87 9 (77 ) — 18 Cash at the beginning of the period 1 102 4 436 — 543 Cash at the end of the period $ — $ 189 $ 13 $ 359 $ — $ 561 |