Eaton Corp plc

Previous wording

This Form 10-Q Report contains “forward-looking statements” within the meaning of federal securities laws. These forward-looking statements are based upon management’s current expectations, predictions, estimates, assumptions and beliefs concerning future events and conditions and may discuss, among other things, litigation, expected capital expenditures, future dividend payments, anticipated share repurchases, liquidity, the successful integration of recent acquisitions, the anticipated separation of the Mobility business, anticipated capital deployment, and expected restructuring program charges and benefits. These statements may also discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to the Company. These statements are not guarantees of future performance, and actual results may differ materially. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “aim,” “anticipate,” “believe,” “could,” “develop,” “endeavor,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project” “seek,” “should,” “target,” “will,” “would” or other similar words, phrases or expressions. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside of our control.

Current wording

This Form 10-Q Report contains “forward-looking statements” within the meaning of federal securities laws. These forward-looking statements are based upon management’s current expectations, predictions, estimates, assumptions and beliefs concerning future events and conditions and may discuss, among other things, litigation, expected capital expenditures, future dividend payments, anticipated share repurchases, liquidity, the successful integration of recent acquisitions, the anticipated separation and divestiture of the Mobility business, anticipated capital deployment, and expected restructuring program charges and benefits. These statements may also discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to the Company. These statements are not guarantees of future performance, and actual results may differ materially. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “aim,” “anticipate,” “believe,” “could,” “develop,” “endeavor,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project” “seek,” “should,” “target,” “will,” “would” or other similar words, phrases or expressions. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside of our control.

Previous wording

The following factors could cause actual results to differ materially from those in the forward-looking statements: the impact of acquisitions, joint ventures, and investments and the integration of acquired entities; disruptions by natural disasters, labor strikes, wars, geopolitical instability and/or conflict, political unrest, terrorist activity, economic upheaval, or public health concerns that impact our production facilities; significant inflation or shortages of raw materials, energy, components, and/or labor, or similar challenges for our customers; reliance on suppliers to provide raw materials, components and services; the development and use of artificial intelligence in our business operations, including potential impacts on compliance with law and our reputation; service interruptions, data corruption, loss or impairment, network security and related operational impacts due to cybersecurity attacks; weather disruptions and regulatory, market and social reactions to such disruptions; our ability to identify, attract, develop, engage and retain qualified employees; our ability to complete the anticipated spin-off of our Mobility business; stock price and end market impacts due to technology disruptions; volatility of end markets; continued successful research, development and marketing of new or improved products; geopolitical, economic or other risks arising from worldwide or regional economic conditions; the global nature of Eaton’s business and exposure to economic and political instability, including war or armed conflict, changes in governmental laws, regulations and policies; changes in countries’ trade policies, including the imposition of sanctions or tariffs; changes in our tax rates or tax laws and regulations applicable to our business; rules, regulations, audits and investigations and related compliance risks associated with being a governmental contractor; our ability to protect our intellectual property; litigation and environmental regulations impacting our business; and the other risk factors discussed in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other reports filed by the Company with the SEC. We disclaim any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.

Current wording

There are certain factors that could cause actual results to differ materially from those in the forward-looking statements, including, among others: the impact of acquisitions, joint ventures, and investments and the integration of acquired entities; disruptions by natural disasters, labor strikes, wars, geopolitical instability and/or conflict, political unrest, terrorist activity, economic upheaval, or public health concerns that impact our production facilities; significant inflation or shortages of raw materials, energy, components, and/or labor, or similar challenges for our customers; reliance on suppliers to provide raw materials, components and services; the development and use of artificial intelligence in our business operations, including potential impacts on compliance with law and our reputation; service interruptions, data corruption, loss or impairment, network security and related operational impacts due to cybersecurity attacks; weather disruptions and regulatory, market and social reactions to such disruptions; our ability to identify, attract, develop, engage and retain qualified employees; our ability to complete the anticipated separation of our Mobility business and its merger with Dana or within the anticipated timeframe or at all; stock price and end market impacts due to technology disruptions; volatility of end markets; continued successful research, development and marketing of new or improved products; geopolitical, economic or other risks arising from worldwide or regional economic conditions; the global nature of Eaton’s business and exposure to economic and political instability, including war or armed conflict, changes in governmental laws, regulations and policies; changes in countries’ trade policies, including the imposition of sanctions or tariffs; changes in our tax rates or tax laws and regulations applicable to our business; rules, regulations, audits and investigations and related compliance risks associated with being a governmental contractor; our ability to protect our intellectual property; litigation and environmental regulations impacting our business; and the other risk factors discussed in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other reports filed by the Company with the SEC. We disclaim any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.

Previous wording

•The acquisitions of Fibrebond Corporation, Resilient Power Systems Inc., Ultra PCS Limited, Boyd Thermal, and Exertherm, the anticipated spin-off of the Mobility business, transactions completed prior to 2023, and other charges to acquire and exit businesses.

Current wording

•The acquisitions of Fibrebond Corporation, Resilient Power Systems Inc., Ultra PCS Limited, Boyd Thermal, and Exertherm, the anticipated divestiture of the Mobility business, transactions completed prior to 2023, and other charges to acquire and exit businesses.

Previous wording

•Employee transaction and retention award compensation expense related to the acquisition of Fibrebond of $14 million in the first quarter of 2026.

Current wording

•Employee transaction and retention award compensation expense related to the acquisition of Fibrebond of $27 million and $39 million in the second quarter and the first six months of 2026, respectively, and $47 million in the second quarter and the first six months of 2025.

Previous wording

•Employee incentive compensation expense related to the acquisition of Resilient of $11 million in the first quarter of 2026.

Current wording

•Employee incentive compensation expense related to the acquisition of Resilient of $6 million and $16 million in the second quarter and first six months of 2026, respectively.

Previous wording

Charges in 2026 and 2025 were included in Cost of products sold, Selling and administrative expense, or Other income - net. In Business Segment Information in Note 15, the charges were included in Other expense - net.

Current wording

Charges in 2026 and 2025 were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other expense (income) - net. In Business Segment Information in Note 15, the charges were included in Other expense - net.

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 $374 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $78 million and plant closing and other costs of $24 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 $397 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $60 million and plant closing and other costs of $18 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 thefirst quarter of 2026 was due to strength in data center and machine OEM 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 residential end-markets in the Electrical Global business segment, and strength in military aftermarket, commercial OEM, 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 utility end-markets in the Electrical Americas business segment, and weakness in the North American region driven by the exit of a low-margin light vehicle business in the Mobility business segment.

Current wording

The increase in organic salesin the firstsix months of 2026 was due to strength in data center and machine OEM end-markets in the Electrical Americas and Electrical Global business segments, strength in residential end-markets in the Electrical Global business segment, and strength in commercial OEM, 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 utility and residential end-markets in the Electrical Americas business segment, and weakness in the North American region driven by the exit of a low-margin light vehicle business and weakness in the European region in the Mobility business segment.

Previous wording

The operating margin decreased from 30.0% in the first quarter of 2025 to 25.6% in the first quarter of 2026. Material factors affecting this decrease were a 480 basis point decline from higher commodity inflation and a 100 basis point decline from higher costs to support growth initiatives, partially offset by a 210 basis point increase from higher sales.

Current wording

Gross profit margin decreased from 37.6% in the first six months of 2025 to 34.5% in the first six months of 2026. Material factors affecting this decrease were a 390 basis point decline from higher commodity and wage inflation and a 100 basis point decline from higher intangible asset amortization, partially offset by a 140 basis point increase from higher sales.

Previous wording

The effective income tax rate for the first quarter of 2026 was expense of 21.6% compared to expense of 18.0% for the first quarter of 2025. The increase in the effective tax rate in the first quarter of 2026 was primarily due to greater levels of income in higher tax jurisdictions and the fact that the effective tax rate for the first quarter of 2025 included a reduction in the amount of foreign unrecognized tax benefits.

Current wording

The effective income tax rate for the second quarter and first six months of 2026 was expense of 28.1% and 24.9%, respectively, compared to expense of 17.2% and 17.6% for the second quarter and first six months of 2025. The increase in the effective tax rate in the second quarter and first six months of 2026 was primarily due to greater levels of income in higher tax jurisdictions and withholding tax expense related to funding the acquisition of Boyd Thermal.

Previous wording

The following is a discussion of Net sales, operating profit (loss) and operating margin by business segment. Additionally, the Company uses the following metrics as indicators of customer demand and future revenue expectations in the Electrical Americas, Electrical Global, and Aerospace business segments. The Company believes these metrics are useful to investors for the same reasons.

Current wording

The following is a discussion of Net sales, operating profit and operating margin by business segment. Additionally, the Company uses the following metrics as indicators of customer demand and future revenue expectations in the Electrical Americas, Electrical Global, and Aerospace business segments. The Company believes these metrics are useful to investors for the same reasons.

Previous wording

The increase in organic sales in the first quarter of 2026 was due to strength in data center, commercial & institutional, and machine OEM end-markets, partially offset by weakness in utility and industrial end-markets.

Current wording

The increase in organic sales in the second quarter of 2026 was due to strength in data center and machine OEM end-markets, partially offset by weakness in residential and industrial end-markets. The increase in organic sales in the first six months of 2026 was due to strength in data center and machine OEM end-markets, partially offset by weakness in residential, utility, and industrial end-markets.

Previous wording

The increase in organic sales in the first quarter of 2026 was due to strength in data center, residential, and machine OEM end-markets, partially offset by weakness in industrial end-markets.

Current wording

The increase in organic sales in the second quarter of 2026 was due to broad-based strength in end-markets, with particular strength in data center and machine OEM end-markets. The increase in organic sales in the first six months of 2026 was due to strength in data center, machine OEM, and residential end-markets, partially offset by weakness in industrial end-markets.

Previous wording

The increase in organic sales in the first quarter of 2026 was due to strength in military aftermarket, commercial OEM, and commercial aftermarket.

Current wording

The increase in organic sales in the second quarter of 2026 was due to strength in commercial OEM and commercial aftermarket. The increase in organic sales in the first six months of 2026 was due to strength in commercial OEM, commercial aftermarket, and military aftermarket.

Previous wording

The operating margin increased from 23.1% in the first quarter of 2025 to 26.7% in the first quarter of 2026. Material factors affecting this increase were a 280 basis point increase from the sale of a facility in the first quarter of 2026, a 190 basis point increase from higher sales, and a 160 basis point increase from favorable mix, partially offset by a 320 basis point decline from higher commodity and wage inflation.

Current wording

The operating margin increased from 22.2% in the second quarter of 2025 to 22.8% in the second quarter of 2026. Material factors affecting this increase were a 160 basis point increase from higher sales, a 150 basis point increase from favorable mix, and a 40 basis point increase from the acquisition of Ultra PCS, partially offset by a 300 basis point decline from higher commodity and wage inflation. The operating margin increased from 22.6% in the first six months of 2025 to 24.7% in the first six months of 2026. Material factors affecting this increase were a 170 basis point increase from higher sales, a 130 basis point increase from the sale of a facility in the first quarter of 2026, a 130 basis point increase from favorable mix, and a 30 basis point increase from the acquisition of Ultra PCS, partially offset by a 310 basis point decline from higher commodity and wage inflation.

Previous wording

The decrease in organic sales in the first quarter of 2026 was due to weakness in the North American region driven by the exit of a low-margin light vehicle business, partially offset by strength in the European region.

Current wording

The decrease in organic sales in the second quarter of 2026 was due to weakness in the European region. The decrease in organic sales in the first six months of 2026 was due to weakness in the North American region driven by the exit of a low-margin light vehicle business and weakness in the European region.

Previous wording

The material factors affecting the increase in Total corporate expense in the first quarter of 2026 were higher Other expense - net, Interest expense - net, Intangible asset amortization expense, and Restructuring program changes. The increase in Other expense - net is primarily due to higher acquisition and divestiture costs.

Current wording

The material factors affecting the increase in Total corporate expense in the second quarter and first six months of 2026 were higher Interest expense - net, Intangible asset amortization expense, and Other expense - net. The increase in Other expense - net is primarily due to higher acquisition and divestiture costs.

Previous wording

On February 6, 2026, Eaton Corporation, a subsidiary of Eaton, exercised a $1,000 million upsize of the existing $3,000 million five-year revolving credit agreement, increasing the total facility size to $4,000 million. The facility’s maturity date remains unchanged at September 27, 2030. The revolving credit facility 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 revolving credit facility at March 31, 2026. Also on February 6, 2026 the Company increased its commercial paper program from $3,000 million to $4,000 million. The Company maintains access to the commercial paper markets through its $4,000 million commercial paper program, of which $2,497 million was outstanding on March 31, 2026, used primarily to manage fluctuations in working capital and to partially fund acquisitions closed during 2026.

Current wording

On February 6, 2026, Eaton Corporation, a subsidiary of Eaton, exercised a $1,000 million upsize of the existing $3,000 million five-year revolving credit agreement, increasing the total facility size to $4,000 million. The facility’s maturity date remains unchanged at September 27, 2030. The revolving credit facility 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 revolving credit facility at June 30, 2026. Also on February 6, 2026 the Company increased its commercial paper program from $3,000 million to $4,000 million. The Company maintains access to the commercial paper markets through its $4,000 million commercial paper program, of which $2,088 million was outstanding on June 30, 2026, used primarily to manage fluctuations in working capital and to partially fund acquisitions closed during 2026.

Previous wording

On March 6, 2026, Eaton Corporation, a subsidiary of Eaton, issued notes (2026 U.S. Notes) with an aggregate face amount of $8,500 million. The 2026 U.S. Notes are comprised of six tranches: 3.85% notes due 2028 in the amount of $1,500 million; 3.95% notes due 2029 in the amount of $1,500 million; 4.20% notes due 2031 in the amount of $1,500 million; 4.50% notes due 2033 in the amount of $1,000 million; 4.80% notes due 2036 in the amount of $2,000 million; and 5.45% notes due 2056 in the amount of $1,000 million. Interest is payable semi-annually. The issuer received proceeds totaling $8,428 million from the 2026 U.S. Notes issuance, net of financing costs and discounts. The 2026 U.S. Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The U.S. 2026 Notes contain customary optional redemption and par call provisions. The U.S. 2026 Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2026 U.S. Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the respective terms of the 2026 U.S. Notes. The 2026 U.S. Notes are subject to customary non-financial covenants.

Current wording

On March 6, 2026, Eaton Corporation, a subsidiary of Eaton, issued notes (2026 U.S. Notes) with an aggregate face amount of $8,500 million. The 2026 U.S. Notes are comprised of six tranches: 3.85% notes due 2028 in the amount of $1,500 million; 3.95% notes due 2029 in the amount of $1,500 million; 4.20% notes due 2031 in the amount of $1,500 million; 4.50% notes due 2033 in the amount of $1,000 million; 4.80% notes due 2036 in the amount of $2,000 million; and 5.45% notes due 2056 in the amount of $1,000 million. Interest is payable semi-annually. The issuer received proceeds totaling $8,427 million from the 2026 U.S. Notes issuance, net of financing costs and discounts. The 2026 U.S. Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2026 U.S. Notes contain customary optional redemption and par call provisions. The 2026 U.S. Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2026 U.S. Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the respective terms of the 2026 U.S. Notes. The 2026 U.S. Notes are subject to customary non-financial covenants.

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 March 31, 2026 and December 31, 2025, Eaton had cash of $565 million and $622 million, short-term investments of $186 million and $181 million, and short-term debt of $2,510 million and $1 million, respectively. Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, availability under the existing revolving credit facility, 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, for at least the next 12 months and the foreseeable future thereafter.

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 June 30, 2026 and December 31, 2025, Eaton had cash of $483 million and $622 million, short-term investments of $212 million and $181 million, and short-term debt of $2,091 million and $1 million, respectively. Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, availability under the existing revolving credit facility, 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, for at least the next 12 months and the foreseeable future thereafter.

Previous wording

Net cash provided by operating activities increased by $269 million in the first three months of 2026 compared to 2025. Material factors affecting this increase were working capital balances being $299 lower, partially offset by lower net income of $97 million.

Current wording

Net cash provided by operating activities increased by $478 million in the first six months of 2026 compared to 2025. The material factor affecting this increase was working capital balances being $564 lower, partially offset by lower net income of $257 million.

Previous wording

Net cash used in investing activities increased by $12,608 million in the first three months of 2026 compared to 2025. Material factors affecting this increase were an increase in cash paid for business acquisitions of $11,079 million in 2026 compared to no cash paid for business acquisitions in 2025 and purchases of short-term investments of $13 million in 2026 compared to sales of short term investments of $1,366 million in 2025.

Current wording

Net cash used in investing activities increased by $11,171 million in the first six months of 2026 compared to 2025. Material factors affecting this increase were an increase in cash paid for business acquisitions of $11,079 million in 2026 compared to $1,450 million cash paid for business acquisitions in 2025 and purchases of short-term investments of $43 million in 2026 compared to sales of short term investments of $1,343 million in 2025.

Previous wording

Net cash provided by financing activities increased by $11,040 million in the first three months of 2026 compared to 2025. Material factors affecting this increase were an increase in proceeds from borrowings of $9,871 million in 2026 compared to no proceeds from borrowings in 2025, an increase in net proceeds of short-term debt of $2,507 million in 2026 from $805 million in 2025, and no repurchase of shares in 2026 compared to repurchase of shares of $615 million in 2025, partially offset by payments on borrowings of $1,069 million in 2026 from $3 million in 2025.

Current wording

Net cash provided by financing activities increased by $10,571 million in the first six months of 2026 compared to 2025. Material factors affecting this increase were an increase in proceeds from borrowings of $9,871 million in 2026 compared to $1,058 million proceeds from borrowings in 2025, no repurchase of shares in 2026 compared to repurchase of shares of $1,307 million in 2025, and an increase in net proceeds of short-term debt of $2,088 million in 2026 from $1,111 million in 2025, partially offset by payments on borrowings of $1,143 million in 2026 from $713 million in 2025.

Previous wording

Capital expenditures were $193 million and $147 million in the first three months of 2026 and 2025, 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 $1.15 billion in capital expenditures in 2026.

Current wording

Capital expenditures were $446 million and $349 million in the first six months of 2026 and 2025, 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 $1.15 billion in capital expenditures in 2026.

Previous wording

Cash dividend payments were $415 million and $397 million in the first three months of 2026 and 2025, 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 2026.

Current wording

Cash dividend payments were $858 million and $818 million in the first six months of 2026 and 2025, 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 2026.

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 months ended March 31, 2026, no ordinary shares were repurchased. During the three months ended March 31, 2025, 1.9 million ordinary shares were repurchased under the 2025 Program and the 2022 Program in the open market at a total cost of $608 million. The Company does not intend to pursue share repurchases in 2026 due to the acquisition of Boyd Thermal on March 12, 2026.

Current wording

On February 23, 2022, the Eaton 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 Eaton 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, 2026, no ordinary shares were repurchased. 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. The Company does not intend to pursue share repurchases in 2026 due to the acquisition of Boyd Thermal on March 12, 2026.

Previous wording

The Company paid cash of $11,079 million in the first three months of 2026 to acquire businesses. There were no business acquisitions in the first three months of 2025. Additionally, the Company paid $85 million in the first three months of 2026 for investments in nonmarketable securities. There were no investments in nonmarketable securities in the first three months of 2025. 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 $11,079 million and $1,450 million to acquire businesses in the first six months of 2026 and 2025, respectively. Additionally, the Company paid $85 million in the first six months of 2026 for investments in nonmarketable securities. There were no investments in nonmarketable securities in the first six months of 2025. 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 March 31, 2026, the Company had Short-term debt of $2,510 million, Current portion of long-term debt of $84 million, and Long-term debt of $18,535 million. The Company believes it has the operating flexibility, cash flow, and access to capital markets to meet scheduled payments of long-term debt. For additional information on financing transactions and debt see Note 8.

Current wording

The Company manages a number of short-term and long-term debt instruments, including commercial paper. At June 30, 2026, the Company had Short-term debt of $2,091 million, Current portion of long-term debt of $11 million, and Long-term debt of $18,509 million. The Company believes it has the operating flexibility, cash flow, and access to capital markets to meet scheduled payments of long-term debt. For additional information on financing transactions and debt see Note 8.