Eaton Corp plc

Previous wording

On June 16, 2025, Eaton signed an agreement to acquire Ultra PCS Limited (Ultra PCS), which is headquartered in the United Kingdom with operations in the U.K. and the United States. Ultra PCS produces electronic controls, sensing, stores ejection and data processing solutions, enabling mission success for global aerospace customers in the air and on the ground. Ultra PCS will be reported within the Aerospace business segment.

Current wording

On June 16, 2025, Eaton signed an agreement to acquire Ultra PCS Limited (Ultra PCS), which is headquartered in the U.K. with operations in the U.K. and the U.S. Ultra PCS produces electronic controls, sensing, stores ejection and data processing solutions, enabling mission success for global aerospace customers in the air and on the ground. Under the terms of the agreement, Eaton will pay $1.55 billion for Ultra PCS. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the fourth quarter of 2025. Ultra PCS will be reported within the Aerospace business segment.

Previous wording

Acquisition integration, divestiture charges and transaction costs in 2025 are primarily related to the acquisitions of Fibrebond and Exertherm, transactions completed prior to 2023, and other charges to acquire and exit businesses. Costs in 2025 include $47 million of employee transaction and retention award compensation expense related to the acquisition of Fibrebond. Acquisition integration, divestiture charges and transaction costs in 2024 are primarily related to acquisitions completed prior to 2023, and include other charges and income to acquire and exit businesses. These charges were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other income - net. In Business Segment Information in Note 16, the charges were included in Other expense - net.

Current wording

Acquisition integration, divestiture charges and transaction costs in 2025 are primarily related to the following:

Previous wording

During the first quarter of 2024, Eaton implemented a multi-year restructuring program to accelerate opportunities to optimize its operations and global support structure. These actions will better align the Company's functions to support anticipated growth and drive greater effectiveness throughout the Company. Since the inception of the program, the Company has incurred charges of $244 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $164 million and plant closing and other costs of $67 million, resulting in total estimated charges of $475 million for the entire program. The Company expects mature year benefits of $375 million when the multi-year program is fully implemented.

Current wording

During the first quarter of 2024, Eaton implemented a multi-year restructuring program to accelerate opportunities to optimize its operations and global support structure. These actions will better align the Company's functions to support anticipated growth and drive greater effectiveness throughout the Company. Since the inception of the program, the Company has incurred charges of $300 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $118 million and plant closing and other costs of $57 million, resulting in total estimated charges of $475 million for the entire program. The Company expects mature year benefits of $375 million when the multi-year program is fully implemented.

Previous wording

The increase in organic salesin the firstsix months of 2025 was due to strength in data center end-markets in the Electrical Americas and Electrical Global business segments, strength in utility end-markets in the Electrical Americas business segment, strength in machine OEM end-markets in the Electrical Global business segment, and strength in commercial aftermarket and military aftermarket in the Aerospace business segment, partially offset by weakness in industrial end-markets in the Electrical Americas and Electrical Global business segments, weakness in the North American truck market in the Vehicle business segment, and weakness in the North American region in the eMobility business segment.

Current wording

The increase in organic salesin thethird quarter of 2025 was due to strength in data center end-markets in the Electrical Americas and Electrical Global business segments, strength in machine OEM, residential, and commercial & institutional end-markets in the Electrical Global business segment, and broad based strength across all markets in the Aerospace business segment, partially offset by weakness in industrial end-markets in the Electrical Americas business segment, weakness in utility end-markets in the Electrical Global business segment, weakness in the North American truck and light vehicle markets in the Vehicle business segment, and weakness in the European region in the eMobility business segment.

Previous wording

The increase in organic salesin thesecond quarter of 2025 was due to strength in data center end-markets in the Electrical Americas and Electrical Global business segments, strength in commercial & institutional end-markets in the Electrical Americas business segment, strength in machine OEM and residential end-markets in the Electrical Global business segment, and strength in commercial aftermarket and military aftermarket in the Aerospace business segment, partially offset by weakness in industrial end-markets in the Electrical Americas and Electrical Global business segments, weakness in the North American truck market in the Vehicle business segment, and weakness in the North American region in the eMobility business segment.

Current wording

The increase in organic salesin the first nine months of 2025 was due to strength in data center end-markets in the Electrical Americas and Electrical Global business segments, strength in machine OEM and residential end-markets in the Electrical Global business segment, and strength in military aftermarket and commercial aftermarket in the Aerospace business segment, partially offset by weakness in industrial end-markets in the Electrical Americas and Electrical Global business segments, weakness in the North American truck and light vehicle markets in the Vehicle business segment, and weakness in the North American and European regions in the eMobility business segment.

Previous wording

Gross profit margin decreased from 38.0% in the second quarter of 2024 to 37.0% in the second quarter of 2025. Material factors affecting this decrease were a 240 basis point decline from commodity and wage inflation, a 70 basis point decline from unfavorable product mix, a 50 basis point decline from higher acquisition and divestiture charges, and a 30 basis point decline from higher intangible asset amortization expense, partially offset by a 250 basis point increase from higher sales and a 100 basis point increase from operating efficiencies.

Current wording

Gross profit margin decreased from 38.6% in the third quarter of 2024 to 38.3% in the third quarter of 2025. Material factors affecting this decrease were a 340 basis point decline from higher commodity and wage inflation and a 30 basis point decline from higher intangible asset amortization expense, partially offset by a 240 basis point increase from higher sales and a 130 basis point increase from operating efficiencies.

Previous wording

Gross profit margin was flat at 37.6% in both thefirstsix months of 2024 and 2025. Material factors affecting the gross profit margin were a 220 basis point increase from higher sales and a 110 basis point increase from operating efficiencies, partially offset by a 210 basis point decline from higher wage and commodity inflation, a 70 basis point decline from unfavorable product mix, and a 20 basis point decline from higher acquisition and divestiture charges.

Current wording

Gross profit margin decreased from 38.0% in thefirst nine months of 2024 to 37.9% in thefirst nine months of 2025. Material factors affecting this decrease were a 260 basis point decline from higher wage and commodity inflation, a 20 basis point decline from higher intangible asset amortization expense, and a 20 basis point decline from higher acquisition and divestiture charges, partially offset by a 230 basis point increase from higher sales and a 40 basis point increase from operating efficiencies.

Previous wording

The effective income tax rate for the second quarter of 2025 was expense of 17.2% compared to expense of 16.8% for the second quarter of 2024. The effective income tax rate for the first six months of 2025 was expense of 17.6% compared to expense of 17.3% for the first six months of 2024. The increase in the effective tax rate in the second quarter and first six months of 2025 was primarily due to greater levels of income in higher tax jurisdictions.

Current wording

The effective income tax rate for the third quarter of 2025 was expense of 20.7% compared to expense of 16.1% for the third quarter of 2024. The effective income tax rate for the first nine months of 2025 was expense of 18.7% compared to expense of 16.8% for the first nine months of 2024. The increase in the effective tax rate in the third quarter and first nine months of 2025 was primarily due to greater levels of income in higher tax jurisdictions and the fact that the effective tax rate for the third quarter and first nine months of 2024 included a reduction in valuation allowances on foreign tax attributes.

Previous wording

The increase in organic sales in the second quarter of 2025 was due to strength in data center and commercial & institutional end-markets, partially offset by weakness in industrial end-markets. The increase in organic sales in thefirstsix monthsof 2025 was due to strength in data center and utility end-markets, partially offset by weakness in industrial end-markets.

Current wording

The increase in organic sales in the third quarter andfirst nine monthsof 2025 was due to strength in data center end-markets, partially offset by weakness in industrial end-markets.

Previous wording

The increase in organic sales in the second quarter of 2025 was due to strength in data center, machine OEM, and residential end-markets, partially offset by weakness in industrial end markets. The increase in organic sales in thefirstsix monthsof 2025 was due to strength in data center and machine OEM end-markets, partially offset by weakness in industrial end markets. Additionally, the increase in organic sales in the second quarterand firstsix monthsof 2025 was due to strength in the European and Asia Pacific regions.

Current wording

The increase in organic sales in the third quarter of 2025 was due to strength in data center, machine OEM, residential, and commercial & industrial end-markets, partially offset by weakness in utility end-markets. The increase in organic sales in thefirst nine monthsof 2025 was due to strength in data center, machine OEM, and residential end-markets, partially offset by weakness in industrial end-markets. Additionally, the increase in organic sales in the third quarter of 2025 was due to strength in the European and Asia Pacific regions and in the Global Energy Infrastructure Solutions (GEIS) business, and the increase in organic sales in thefirst nine monthsof 2025 was due to strength in the European and Asia Pacific regions.

Previous wording

The increase in organic sales in the second quarterand firstsix months of 2025 was due to broad-based strength across all markets, with particular strength in commercial aftermarket and military aftermarket.

Current wording

The increase in organic sales in the third quarter of 2025 was due to broad-based strength across all markets, with particular strength in military aftermarket. The increase in organic sales in the first nine months of 2025 was due to broad-based strength across all markets, with particular strength in military aftermarket and commercial aftermarket.

Previous wording

The operating margin increased from 21.5% in second quarter of 2024 to 22.2% in second quarter of 2025. Material factors affecting this increase were a 500 basis point increase from higher sales, partially offset by a 240 basis point decline from higher commodity and wage inflation, a 110 basis point decline from unfavorable product mix, and a 60 basis point decline from higher costs to support growth initiatives. The operating margin increased from 22.3% in thefirstsix months of 2024 to 22.6% in thefirstsix months of 2025. Material factors affecting this increase were a 480 basis point increase from higher sales, partially offset by a 220 basis point decline from higher commodity and wage inflation, a 120 basis point decline due to the sale of a production facility in the first quarter of 2024, and a 80 basis point decline from higher costs to support growth initiatives.

Current wording

The operating margin increased from 24.4% in third quarter of 2024 to 25.9% in third quarter of 2025. Material factors affecting this increase were a 610 basis point increase from higher sales, partially offset by a 340 basis point decline from higher commodity and wage inflation and a 70 basis point decline from operating inefficiencies. The operating margin increased from 23.0% in thefirst nine months of 2024 to 23.8% in thefirst nine months of 2025. Material factors affecting this increase were a 530 basis point increase from higher sales, partially offset by a 260 basis point decline from higher commodity and wage inflation, a 100 basis point decline from operating inefficiencies, and an 80 basis point decline due to the sale of a production facility in the first quarter of 2024.

Previous wording

The decrease in organic sales in the second quarterand firstsix months of 2025 was due to weakness in the North American truck market.

Current wording

The decrease in organic sales in the third quarterand first nine months of 2025 was due to weakness in the North American truck and light vehicle markets.

Previous wording

The operating margin decreased from 18.0% in the second quarter of 2024 to 17.0% in the second quarter of 2025. Material factors affecting this decrease were a 260 basis point decline due to the sale of a non-production facility in the second quarter of 2024 and a 120 basis point decline from higher commodity and wage inflation, partially offset by a 240 basis point increase from operating efficiencies. The operating margin decreased from 17.0% in thefirstsix months of 2024 to 16.3% in thefirstsix months of 2025. Material factors affecting this decrease were a 170 basis point decline from higher commodity and wage inflation, a 130 basis point decline due to the sale of a non-production facility in the second quarter of 2024 and a 60 basis point decline from lower sales, partially offset by a 280 basis point increase from operating efficiencies.

Current wording

The operating margin decreased from 19.4% in the third quarter of 2024 to 17.8% in the third quarter of 2025. Material factors affecting this decrease were a 310 basis point decline from higher commodity and wage inflation, an 80 basis point decline from lower sales, and a 50 basis point decline from unfavorable product mix, partially offset by a 290 basis point increase from operating efficiencies. The operating margin decreased from 17.8% in thefirst nine months of 2024 to 16.8% in thefirst nine months of 2025. Material factors affecting this decrease were a 250 basis point decline from higher commodity and wage inflation, a 90 basis point decline due to the sale of a non-production facility in the second quarter of 2024 and a 60 basis point decline from lower sales, partially offset by a 280 basis point increase from operating efficiencies.

Previous wording

The decrease in organic sales in the in the second quarterand firstsix months of 2025 was due to weakness in the North American region, partially offset by strength in the European region.

Current wording

The decrease in organic sales in the third quarter of 2025 was due to weakness in the European region. The decrease in organic sales in the first nine months of 2025 was due to weakness in the North American and European regions.

Previous wording

The operating margin decreased from 1.3% in the second quarter of 2024 to negative 5.8% in the second quarter of 2025. Material factors affecting this decrease were a 500 basis point decline from the sale of non-production facilities in the second quarter of 2024, a 440 basis point decline from higher commodity inflation, and a 320 basis point decline from operating inefficiencies, partially offset by a 520 basis point increase from favorable product mix. The operating margin decreased from negative 0.6% in thefirstsix months of 2024 to negative 4.3% in thefirstsix months of 2025. Material factors affecting this decrease were a 440 basis point decline from higher commodity inflation and a 420 basis point decline from the sale of non-production facilities in the second quarter of 2024, partially offset by a 370 basis point increase from favorable product mix.

Current wording

The operating margin decreased from negative 4.4% in the third quarter of 2024 to negative 6.6% in the third quarter of 2025. Material factors affecting this decrease were a 770 basis point decline from lower sales and a 190 basis point decline from unfavorable product mix, partially offset by a 780 basis point increase from operating efficiencies. The operating margin decreased from negative 1.8% in thefirst nine months of 2024 to negative 5.0% in thefirst nine months of 2025. Material factors affecting this decrease were a 340 basis point decline from higher commodity inflation, a 300 basis point decline from the sale of non-production facilities in the second quarter of 2024, partially offset by a 230 basis point increase from operating efficiencies.

Previous wording

Total corporate expense increased from $307 million in the second quarter of 2024 to $496 million in the second quarter of 2025. Material factors affecting this increase were higher Other expense - net, Interest expense - net, and Intangible asset amortization expense. The increase in Other expense - net is primarily due to higher acquisition and divestiture costs. Total corporate expense increased from $678 million in thefirstsix months of 2024 to $841 million in thefirstsix months of 2025. Material factors affecting this increase were higher Other expense - net and Interest expense - net. The increase in Other expense - net is primarily due to higher acquisition and divestiture costs.

Current wording

Total corporate expense increased from $340 million in the third quarter of 2024 to $474 million in the third quarter of 2025 and from $1,018 million in thefirst nine months of 2024 to $1,316 million in thefirst nine months of 2025. Material factors affecting the increase in Total corporate expense in the third quarterand first nine months of 2025 were higher Other expense - net, Interest expense - net, and Intangible asset amortization expense. The increase in Other expense - net is primarily due to higher acquisition and divestiture costs.

Previous wording

The Company maintains revolving credit facilities consisting of a $500 million 364-day revolving credit facility that will expire on September 29, 2025 and a $2,500 million five-year revolving credit facility that will expire on October 1, 2027. The revolving credit facilities totaling $3,000 million are used to support commercial paper borrowings and are fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. There were no borrowings outstanding under Eaton’s revolving credit facilities at June 30, 2025. The Company maintains access to the commercial paper markets through its $3,000 million commercial paper program, of which $1,110 million was outstanding on June 30, 2025, used primarily to manage fluctuations in working capital.

Current wording

On September 29, 2025, a subsidiary of Eaton entered into a new $3,000 million five-year revolving credit agreement that will expire on September 27, 2030 (New Revolving Credit Agreement), which replaced the $500 million 364-day revolving credit agreement dated September 30, 2024 and $2,500 million five-year revolving credit agreement dated October 3, 2022. The New Revolving Credit Agreement is used to support commercial paper borrowings and is fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. There were no borrowings outstanding under the New Revolving Credit Agreement at September 30, 2025. The Company maintains access to the commercial paper markets through its $3,000 million commercial paper program, of which $755 million was outstanding on September 30, 2025, used primarily to manage fluctuations in working capital.

Previous wording

Over the course of a year, cash, short-term investments, and short-term debt may fluctuate in order to manage global liquidity. As of June 30, 2025 and December 31, 2024, Eaton had cash of $398 million and $555 million, short-term investments of $186 million and $1,525 million, respectively, with $1,111 million short-term debt as of June 30, 2025 and no short-term debt as of December 31, 2024. Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, availability under existing revolving credit facilities, and access to capital markets in excess of the liquidity necessary to meet future operating needs of the business, fund capital expenditures and acquisitions of businesses, as well as scheduled payments of long-term debt.

Current wording

Over the course of a year, cash, short-term investments, and short-term debt may fluctuate in order to manage global liquidity. As of September 30, 2025 and December 31, 2024, Eaton had cash of $328 million and $555 million, short-term investments of $237 million and $1,525 million, respectively, with $761 million short-term debt as of September 30, 2025 and no short-term debt as of December 31, 2024. Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, availability under existing revolving credit facilities, and access to capital markets in excess of the liquidity necessary to meet future operating needs of the business, fund capital expenditures and acquisitions of businesses, as well as scheduled payments of long-term debt.

Previous wording

On April 1, 2025, the Company paid $1.45 billion, net of cash acquired, to acquire Fibrebond Corporation.

Current wording

On April 1, 2025, the Company paid $1.45 billion, net of cash acquired, to acquire Fibrebond Corporation. On August 6, 2025, the Company acquired Resilient Power Systems Inc. for $86 million, including $55 million of cash paid at closing and an initial estimate of $31 million for the fair value of contingent future consideration. In addition, the Company expects to close the acquisitions of Ultra PCS and Boyd Thermal in the fourth quarter of 2025 and second quarter of 2026, respectively, for $1.55 billion and $9.5 billion, respectively.

Previous wording

Net cash provided by operating activities decreased by $265 million in thefirstsix months of 2025 compared to 2024. Material factors affecting this decrease were higher working capital balances of $613 million, partially offset by higher net income of $131 million.

Current wording

Net cash provided by operating activities decreased by $223 million in thefirst nine months of 2025 compared to 2024. Material factors affecting this decrease were working capital balances being $656 million higher, partially offset by higher net income of $131 million.

Previous wording

Net cash used in investing activities decreased by $21 million in thefirstsix months of 2025 compared to 2024. Material factors affecting this decrease were sales of short-term investments of $1,343 million in 2025 compared to purchases of short-term investments of $126 million in 2024, partially offset by cash paid for business acquisitions of $1,450 million in 2025 compared to $51 million in 2024.

Current wording

Net cash used in investing activities increased by $783 million in thefirst nine months of 2025 compared to 2024. Material factors affecting this increase were an increase in cash paid for business acquisitions of $1,504 million in 2025 compared to $50 million in 2024, partially offset by sales of short-term investments of $1,287 million in 2025 compared to $595 million in 2024.

Previous wording

Net cash used in financing activities decreased by $142 million in thefirstsix months of 2025 compared to 2024. Material factors affecting this decrease were net proceeds of short-term debt of $1,111 million in 2025 compared to net payments of short-term debt of $4 million in 2024, partially offset by an increase in repurchase of shares to $1,307 million in 2025 from $738 million in 2024 and an increase in payments on borrowings to $713 million in 2025 from $399 million in 2024.

Current wording

Net cash used in financing activities decreased by $880 million in thefirst nine months of 2025 compared to 2024. Material factors affecting this decrease were net proceeds of short-term debt of $761 million in 2025 compared to net payments of short-term debt of $6 million in 2024, and a decrease in payments on borrowings to $714 million in 2025 from $1,011 million in 2024, partially offset by an increase in cash dividends paid to $1,222 million in 2025 from $1,130 million in 2024 and an increase in repurchase of shares to $1,669 million in 2025 from $1,615 million in 2024.

Previous wording

Capital expenditures were $349 million and $370 million in thefirstsix months of 2025 and 2024, respectively. The Company plans to increase capital expenditures over the next several years to expand production capacity across various markets to support anticipated growth. As a result, Eaton expects approximately $900 million in capital expenditures in 2025.

Current wording

Capital expenditures were $527 million and $553 million in thefirst nine months of 2025 and 2024, respectively. The Company plans to increase capital expenditures over the next several years to expand production capacity across various markets to support anticipated growth. As a result, Eaton expects approximately $900 million in capital expenditures in 2025.

Previous wording

Cash dividend payments were $818 million and $756 million in thefirstsix months of 2025 and 2024, respectively. Payment of quarterly dividends in the future depends upon the Company’s ability to generate net income and operating cash flows, among other factors, and is subject to declaration by the Eaton Board of Directors. The Company intends to continue to pay quarterly dividends in 2025.

Current wording

Cash dividend payments were $1,222 million and $1,130 million in thefirst nine months of 2025 and 2024, respectively. Payment of quarterly dividends in the future depends upon the Company’s ability to generate net income and operating cash flows, among other factors, and is subject to declaration by the Eaton Board of Directors. The Company intends to continue to pay quarterly dividends in 2025.

Previous wording

On February 23, 2022, the Board of Directors adopted a share repurchase program for repurchases of ordinary shares up to $5.0 billion to be made during the three-year period commencing on that date (2022 Program). On February 27, 2025, the Board of Directors renewed the 2022 Program by providing authority for up to $9.0 billion in repurchases to be made during the three-year period commencing on that date (2025 Program). Under the 2025 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During the three and six months ended June 30, 2025, 2.3 million and 4.2 million ordinary shares, respectively, were repurchased under the 2025 or 2022 Programs in the open market at a total cost of $698 million and $1,306 million, respectively. During the three and six months ended June 30, 2024, 1.9 million and 2.3 million ordinary shares, respectively, were repurchased under the 2022 program in the open market at a total cost of $600 million and $738 million, respectively.

Current wording

On February 23, 2022, the Board of Directors adopted a share repurchase program for repurchases of ordinary shares up to $5.0 billion to be made during the three-year period commencing on that date (2022 Program). On February 27, 2025, the Board of Directors renewed the 2022 Program by providing authority for up to $9.0 billion in repurchases to be made during the three-year period commencing on that date (2025 Program). Under the 2025 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During the three and nine months ended September 30, 2025, 1.0 million and 5.2 million ordinary shares, respectively, were repurchased under the 2025 or 2022 Programs in the open market at a total cost of $355 million and $1,661 million, respectively. During the three and nine months ended September 30, 2024, 3.0 million and 5.3 million ordinary shares, respectively, were repurchased under the 2022 program in the open market at a total cost of $891 million and $1,629 million, respectively.

Previous wording

The Company paid cash of $1,450 million and $51 million to acquire businesses in the first six months of 2025 and 2024, respectively. The Company paid cash of $16 million and $68 million for investments in associate companies in the first six months of 2025 and 2024, respectively. The Company will continue to focus on deploying its capital toward businesses that provide opportunities for higher growth and strong returns, and align with secular trends and its power management strategies.

Current wording

The Company paid cash of $1,504 million and $50 million in the first nine months of 2025 and 2024, respectively, to acquire businesses. The Company paid cash of $16 million and $68 million in the first nine months of 2025 and 2024, respectively, for investments in associate companies. The Company will continue to focus on deploying its capital toward businesses that provide opportunities for higher growth and strong returns, and align with secular trends and its power management strategies.

Previous wording

The Company manages a number of short-term and long-term debt instruments, including commercial paper. At June 30, 2025, the Company had Short-term debt of $1,111 million, Current portion of long-term debt of $1,134 million, and Long-term debt of $8,751 million. The Company believes it has the operating flexibility, cash flow, and access to capital markets to meet scheduled payments of long-term debt.

Current wording

The Company manages a number of short-term and long-term debt instruments, including commercial paper. At September 30, 2025, the Company had Short-term debt of $761 million, Current portion of long-term debt of $1,136 million, and Long-term debt of $8,756 million. The Company believes it has the operating flexibility, cash flow, and access to capital markets to meet scheduled payments of long-term debt.

Previous wording

The table set forth in Exhibit 22 filed with this Form 10-Q details the primary obligors and guarantors with respect to the guaranteed Registered Senior Notes.

Current wording

The table set forth in Exhibit 22 filed with the Form 10-Q filed on August 5, 2025 (10-Q Exhibit 22) details the primary obligors and guarantors with respect to the guaranteed Registered Senior Notes.

Previous wording

Payment of principal and interest on the Registered Senior Notes is guaranteed, on an unsecured, unsubordinated basis by the subsidiaries of Eaton set forth in the table referenced in the 10-K Exhibit 22. Each guarantee is full and unconditional, and joint and several. Each guarantor’s guarantee is an unsecured obligation that ranks equally with all its other unsecured and unsubordinated indebtedness. The obligations of each guarantor under its guarantee of the Registered Senior Notes are subject to a customary savings clause or similar provision designed to prevent such guarantee from constituting a fraudulent conveyance or otherwise legally impermissible or voidable obligation.

Current wording

Payment of principal and interest on the Registered Senior Notes is guaranteed, on an unsecured, unsubordinated basis by the subsidiaries of Eaton set forth in the table referenced in the 10-Q Exhibit 22. Each guarantee is full and unconditional, and joint and several. Each guarantor’s guarantee is an unsecured obligation that ranks equally with all its other unsecured and unsubordinated indebtedness. The obligations of each guarantor under its guarantee of the Registered Senior Notes are subject to a customary savings clause or similar provision designed to prevent such guarantee from constituting a fraudulent conveyance or otherwise legally impermissible or voidable obligation.

Previous wording

This Form 10-Q Report contains forward-looking statements concerning litigation, expected capital expenditures, future dividend payments, anticipated share repurchases, liquidity, the anticipated closing of acquisitions, anticipated capital deployment, data center market demand, and expected restructuring program charges and benefits. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Eaton, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside Eaton’s control. The following factors could cause actual results to differ materially from those in the forward-looking statements: global pandemics; unanticipated changes in the markets for the Company’s business segments; unanticipated downturns in business relationships with customers or their purchases from us; the availability of credit to customers and suppliers; supply chain disruptions, competitive pressures on sales and pricing; unanticipated changes in the cost of material, labor and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of disruptive or competing technologies; unexpected technical or marketing difficulties; unexpected or adverse determinations with respect to claims, charges, audits, investigations, court or administrative proceedings, litigation, arbitrations, judgements, or dispute resolutions; strikes or other labor unrest at Eaton or at our customers or suppliers; the impact of acquisitions and divestitures unanticipated difficulties integrating acquisitions; the effect, interpretation, or application of new or existing laws, regulations, legal proceedings or accounting pronouncements, tariffs and governmental regulations; interest rate changes; tax rate changes or exposure to additional income tax liability; stock market and currency fluctuations; war, geopolitical tensions, natural disasters, civil or political unrest or terrorism; and unanticipated deterioration of economic and financial conditions in the United States and around the world. Eaton does not assume any obligation to update these forward-looking statements.

Current wording

This Form 10-Q Report contains forward-looking statements concerning litigation, expected capital expenditures, future dividend payments, anticipated share repurchases, liquidity, the anticipated closing of acquisitions, anticipated capital deployment, and expected restructuring program charges and benefits. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Eaton, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside Eaton’s control. The following factors could cause actual results to differ materially from those in the forward-looking statements: global pandemics; unanticipated changes in the markets for the Company’s business segments; unanticipated downturns in business relationships with customers or their purchases from us; the availability of credit to customers and suppliers; supply chain disruptions, competitive pressures on sales and pricing; unanticipated changes in the cost of material, labor and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of disruptive or competing technologies; unexpected technical or marketing difficulties; unexpected or adverse determinations with respect to claims, charges, audits, investigations, court or administrative proceedings, litigation, arbitrations, judgements, or dispute resolutions; strikes or other labor unrest at Eaton or at our customers or suppliers; the impact of acquisitions and divestitures unanticipated difficulties integrating acquisitions; the effect, interpretation, or application of new or existing laws, regulations, legal proceedings or accounting pronouncements, tariffs and governmental regulations; interest rate changes; tax rate changes or exposure to additional income tax liability; stock market and currency fluctuations; war, geopolitical tensions, natural disasters, civil or political unrest or terrorism; and unanticipated deterioration of economic and financial conditions in the United States and around the world. Eaton does not assume any obligation to update these forward-looking statements.