ETN 10-Q
Eaton Corp plc (ETN)
10-Q
2020-11-03
For: 2020-09-30
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2020
Commission file number 000-54863
(Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
| (Registrant's telephone number, including area code) | |||||||||||||||||||||||||||||||||||
| Not applicable | |||||||||||||||||||||||||||||||||||
| (Former name, former address and former fiscal year if changed since last report) | |||||||||||||||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | |||||||||||||||||||||||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||||||||
| Smaller reporting company | Emerging growth company | (Do not check if a smaller reporting company) | |||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
There were 398.6 million Ordinary Shares outstanding as of September 30, 2020.
| TABLE OF CONTENTS | |||||
PART I — FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF INCOME
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions except for per share data) | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Selling and administrative expense | |||||||||||||||||||||||
| Research and development expense | |||||||||||||||||||||||
| Interest expense - net | |||||||||||||||||||||||
| Gain on sale of business | |||||||||||||||||||||||
| Other expense (income) - net | ( | ||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less net income for noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share attributable to Eaton ordinary shareholders | |||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Weighted-average number of ordinary shares outstanding | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Cash dividends declared per ordinary share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions) | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less net income for noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | |||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Currency translation and related hedging instruments | ( | ( | ( | ||||||||||||||||||||
| Pensions and other postretirement benefits | |||||||||||||||||||||||
| Cash flow hedges | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive income (loss) attributable to Eaton ordinary shareholders | ( | ( | ( | ||||||||||||||||||||
| Total comprehensive income attributable to Eaton ordinary shareholders | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
EATON CORPORATION plc
CONSOLIDATED BALANCE SHEETS
| (In millions) | September 30, 2020 | December 31, 2019 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable - net | |||||||||||
| Inventory | |||||||||||
| Assets held for sale | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment | |||||||||||
| Land and buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Gross property, plant and equipment | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Net property, plant and equipment | |||||||||||
| Other noncurrent assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets | |||||||||||
| Operating lease assets | |||||||||||
| Deferred income taxes | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and shareholders’ equity | |||||||||||
| Current liabilities | |||||||||||
| Short-term debt | $ | $ | |||||||||
| Current portion of long-term debt | |||||||||||
| Accounts payable | |||||||||||
| Accrued compensation | |||||||||||
| Liabilities held for sale | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Noncurrent liabilities | |||||||||||
| Long-term debt | |||||||||||
| Pension liabilities | |||||||||||
| Other postretirement benefits liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Deferred income taxes | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total noncurrent liabilities | |||||||||||
| Shareholders’ equity | |||||||||||
Ordinary shares ( | |||||||||||
| Capital in excess of par value | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Shares held in trust | ( | ( | |||||||||
| Total Eaton shareholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
EATON CORPORATION plc
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine months ended September 30 | |||||||||||
| (In millions) | 2020 | 2019 | |||||||||
| Operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile to net cash provided by operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Pension and other postretirement benefits expense | |||||||||||
| Contributions to pension plans | ( | ( | |||||||||
| Contributions to other postretirement benefits plans | ( | ( | |||||||||
| Gain on sale of business | ( | ||||||||||
| Changes in working capital | |||||||||||
| Other - net | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Capital expenditures for property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of business | |||||||||||
| Cash paid for acquisitions of businesses, net of cash acquired | ( | ( | |||||||||
| Purchases of short-term investments - net | ( | ( | |||||||||
| Proceeds (payments) for settlement of currency exchange contracts not designated as hedges - net | ( | ||||||||||
| Other - net | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Financing activities | |||||||||||
| Proceeds from borrowings | |||||||||||
| Payments on borrowings | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Exercise of employee stock options | |||||||||||
| Repurchase of shares | ( | ( | |||||||||
| Employee taxes paid from shares withheld | ( | ( | |||||||||
| Other - net | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of currency on cash | ( | ||||||||||
| Less: Increase in cash classified as held for sale | ( | ||||||||||
| Increase in cash | |||||||||||
| Cash at the beginning of the period | |||||||||||
| Cash at the end of the period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
EATON CORPORATION plc
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Amounts are in millions unless indicated otherwise (per share data assume dilution).
Note 1.BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Eaton Corporation plc (Eaton or the Company) have been prepared in accordance with generally accepted accounting principles for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles (US GAAP) for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of the condensed consolidated financial statements for the interim periods.
This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in Eaton’s 2019 Form 10-K. The interim period results are not necessarily indicative of the results to be expected for the full year. Management has evaluated subsequent events through the date this Form 10-Q was filed with the Securities and Exchange Commission.
During the first quarter of 2020, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The new reportable segments are Electrical Americas and Electrical Global, which include the legacy Electrical Products and Electrical Systems and Services segments. Additionally, the Filtration and Golf Grip businesses previously included in the Hydraulics segment, and the electrical aerospace connectors business previously included in the Electrical Products segment, have been added to the Aerospace reportable segment as part of the reorganization. See Note 14 for additional information related to the segments.
The Company recorded $7 and $26 of net gains for the three and nine months ended September 30, 2019, respectively, related primarily to the remeasurement of intercompany loans denominated in a foreign currency and the currency exchange derivative contracts used to hedge these exposures. In the first quarter of 2020, Eaton changed the presentation of these gains from Other expense (income) - net to Interest expense - net, and reclassified all prior periods.
In the first quarter of 2020, the Company also changed the presentation of the following items within the operating activities section of the Condensed Consolidated Statements of Cash Flows:
•The non-cash gains and losses associated with currency exchange derivative contracts have been moved from Changes in working capital to Other - net. This puts the non-cash impact of these derivatives on the same line as the non-cash impact from the balance sheet currency exposures they are used to hedge.
•The changes in uncertain tax positions have been moved from Other - net to Changes in working capital. This places the cash flow impact from all taxes on the same line.
These cash flow reclassifications of $70 for the nine months ended September 30, 2019, have been made to prior period amounts with no change to total operating cash flow.
6
Note 2.ACQUISITIONS AND DIVESTITURES OF BUSINESSES
Acquisition of controlling interest of Ulusoy Elektrik Imalat Taahhut ve Ticaret A.S.
On April 15, 2019, Eaton completed the acquisition of an 82.275 % controlling interest in Ulusoy Elektrik Imalat Taahhut ve Ticaret A.S. (Ulusoy Elektrik), a leading manufacturer of electrical switchgear based in Ankara, Turkey, with a primary focus on medium-voltage solutions for industrial and utility customers. Its sales for the 12 months ended September 30, 2018 were $126 . The purchase price for the shares was $214 on a cash and debt free basis. As required by the Turkish capital markets legislation, Eaton filed an application to execute a mandatory tender offer for the remaining shares shortly after the transaction closed. During the tender offer, Eaton purchased additional shares for $33 to increase its ownership interest to 93.7 %. Ulusoy Elektrik is reported within the Electrical Global business segment.
Acquisition of Innovative Switchgear Solutions, Inc.
On July 19, 2019, Eaton acquired Innovative Switchgear Solutions, Inc. (ISG), a specialty manufacturer of medium-voltage electrical equipment serving the North American utility, commercial and industrial markets. Its 2018 sales were approximately $18 . ISG is reported within the Electrical Americas business segment.
Acquisition of Souriau-Sunbank Connection Technologies
On December 20, 2019, Eaton acquired the Souriau-Sunbank Connection Technologies (Souriau-Sunbank) business of TransDigm Group Inc. for a cash purchase price of $907 , net of cash received. Headquartered in Versailles, France, Souriau-Sunbank is a global leader in highly engineered electrical interconnect solutions for harsh environments in the aerospace, defense, industrial, energy, and transport markets. Its sales for the 12 months ended June 30, 2019 were $363 . Souriau-Sunbank is reported within the Aerospace business segment.
The acquisition of Souriau-Sunbank has been accounted for using the acquisition method of accounting, which requires the assets acquired and liabilities assumed be recognized at their respective fair values on the acquisition date. There has not been a material change from the initial estimated fair values of the assets acquired and liabilities assumed on the acquisition date. These preliminary estimates will continue to be revised during the measurement period as third-party valuations are finalized, and these differences are not expected to have a material impact on Eaton's preliminary purchase price allocation.
Eaton’s 2020 condensed consolidated financial statements include Souriau-Sunbank’s results of operations. Souriau-Sunbank’s sales for the first nine months of 2020 were $215 .
Sale of Automotive Fluid Conveyance business
On December 31, 2019, Eaton sold its Automotive Fluid Conveyance Business. The transaction resulted in a pre-tax loss of $66 which was recorded in Other expense (income) - net. This business was reported within the Vehicle business segment.
Acquisition of Power Distribution, Inc.
On February 25, 2020, Eaton acquired Power Distribution, Inc. a leading supplier of mission critical power distribution, static switching, and power monitoring equipment and services for data centers and industrial and commercial customers. The company is headquartered in Richmond, Virginia, and had 2019 sales of $125 . Power Distribution, Inc. is reported within the Electrical Americas business segment.
Sale of Lighting business
On March 2, 2020, Eaton sold its Lighting business to Signify N.V. for a cash purchase price of $1.4 billion. The Company recognized a pre-tax gain of $221 . The Lighting business, which had sales of $1.6 billion in 2019 as part of the Electrical Americas business segment, serves customers in commercial, industrial, residential, and municipal markets.
Pending sale of Hydraulics business
On January 21, 2020, Eaton entered into an agreement to sell its Hydraulics business to Danfoss A/S, a Danish industrial company, for $3.3 billion in cash. Eaton’s Hydraulics business is a global leader in hydraulics components, systems, and services for industrial and mobile equipment. The business had sales of $2.2 billion in 2019. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close by the end of the first quarter of 2021.
7
Assets and liabilities held for sale
During the fourth quarter of 2019 and first quarter of 2020, the Company determined the Lighting business and Hydraulics business, respectively, met the criteria to be classified as held for sale. Therefore, assets and liabilities of these businesses have been presented as held for sale in the Consolidated Balance Sheets as of December 31, 2019 and September 30, 2020, respectively. Assets and liabilities classified as held for sale are measured at the lower of carrying value or fair value less costs to sell. There was no write-down as fair values of both the Lighting business and Hydraulics business assets less their costs to sell exceeded their respective carrying values. Depreciation and amortization expense is not recorded for the period in which Other long-lived assets are classified as held for sale.
The Company used the relative fair value method to allocate goodwill to both the Lighting and Hydraulics businesses. The fair values of the Lighting business and Hydraulics business were estimated based on a combination of the prices paid to Eaton by Signify N.V. and Danfoss A/S, respectively, and a discounted cash flow model. The model includes estimates of future cash flows, future growth rates, terminal value amounts, and the applicable weighted-average cost of capital used to discount those estimated cash flows. The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt market holders of a business enterprise. These analyses require the exercise of judgments, including judgments about appropriate discount rates, perpetual growth rates, revenue growth, and margin assumptions.
The assets and liabilities classified as held for sale for the Lighting business on the December 31, 2019 Consolidated Balance Sheet and the Hydraulics business on the September 30, 2020 Consolidated Balance Sheet are as follows:
| September 30, 2020 | December 31, 2019 | |||||||||||||
| (Hydraulics business) | (Lighting business) | |||||||||||||
| Cash | $ | $ | ||||||||||||
| Accounts receivable - net | ||||||||||||||
| Inventory | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Net property, plant and equipment | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets | ||||||||||||||
| Operating lease assets | ||||||||||||||
| Deferred income taxes | — | |||||||||||||
| Other noncurrent assets | ||||||||||||||
| Assets held for sale - current | $ | $ | ||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued compensation | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Pension liabilities | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Deferred income taxes | ( | |||||||||||||
| Other noncurrent liabilities | ||||||||||||||
| Liabilities held for sale - current | $ | $ | ||||||||||||
The Lighting business and Hydraulics business did not meet the criteria to be classified as discontinued operations as neither of these sales represent a strategic shift that will have a major effect on the Company's operations.
8
Note 3. REVENUE RECOGNITION
Sales are recognized when obligations under the terms of the contract are satisfied and control of promised goods or services have transferred to our customers. Sales are measured at the amount of consideration the Company expects to be paid in exchange for these products or services.
In the Electrical Americas segment, sales contracts are primarily for electrical components, industrial components, power distribution and assemblies, residential products, single and three phase power quality, wiring devices, circuit protection, utility power distribution, power reliability equipment, and services that are primarily produced and sold in North and South America. The majority of the sales in this segment contain performance obligations satisfied at a point in time either when we ship the product from our facility, or when it arrives at the customer’s facility. However, certain power distribution and power quality services are recognized over time.
In the Electrical Global segment, sales contracts are primarily for electrical components, industrial components, power distribution and assemblies, single phase and three phase power quality, and services that are primarily produced and sold outside of North and South America, as well as hazardous duty electrical equipment, emergency lighting, fire detection, intrinsically safe explosion-proof instrumentation, and structural support systems that are produced and sold globally. The majority of the sales contracts in this segment contain performance obligations satisfied at a point in time either when we ship the product from our facility, or when it arrives at the customer’s facility. However, certain power distribution and power quality services are recognized over time.
Many of the products and services in power distribution and power quality services meet the definition of continuous transfer of control to customers and are recognized over time. These products are engineered to a customer’s design specifications, have no alternative use to Eaton, and are controlled by the customer as evidenced by the customer’s contractual ownership of the work in process or our right to payment for work performed to date plus a reasonable margin. As control is transferring over time, sales are recognized based on the extent of progress towards completion of the obligation. Eaton generally uses an input method to determine the progress completed and sales are recorded proportionally as costs are incurred. Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer.
In the Hydraulics segment, sales contracts are primarily for hydraulic components and systems for industrial and mobile equipment. These sales contracts are primarily based on a customer’s purchase order. In this segment, performance obligations are generally satisfied at a point in time when we ship the product from our facility.
In the Aerospace segment, sales contracts are primarily for aerospace fuel, hydraulics, and pneumatic systems for commercial and military use, as well as filtration systems for industrial applications. These sales contracts are primarily based on a customer’s purchase order, and frequently covered by terms and conditions included in a long-term agreement. In this segment, performance obligations are generally satisfied at a point in time either when we ship the product from our facility, or when it arrives at the customer’s facility. Our military contracts are primarily fixed-price contracts that are not subject to performance-based payments or progress payments from the customer.
In the Vehicle segment, sales contracts are primarily for drivetrains, powertrain systems and critical components that reduce emissions and improve fuel economy, stability, performance, and safety of cars, light trucks and commercial vehicles. These sales contracts are primarily based on a customer’s purchase order or a blanket purchase order subject to firm releases, frequently covered by terms and conditions included in a master supply agreement. In this segment, performance obligations are generally satisfied at a point in time either when we ship the product from our facility, or when it arrives at the customer’s facility.
In the eMobility segment, sales contracts are primarily for electronic and mechanical components and systems that improves the power management and performance of both on-road and off-road vehicles. These sales contracts are primarily based on a customer’s purchase order. In this segment, performance obligations are generally satisfied at a point in time either when we ship the product from our facility, or when it arrives at the customer’s facility.
In limited circumstances, primarily in the Electrical and Vehicle segments, Eaton sells separately-priced warranties that extend the warranty coverage beyond the standard coverage offered on specific products. Sales for these separately-priced warranties are recorded based on their stand-alone selling price and are recognized as revenue over the length of the warranty period.
9
The Company’s six operating segments and the following tables disaggregate sales by lines of businesses, geographic destination, market channel or end market.
| Three months ended September 30, 2020 | |||||||||||||||||||||||
| Net sales | Products | Systems | Total | ||||||||||||||||||||
| Electrical Americas | $ | $ | $ | ||||||||||||||||||||
| Electrical Global | |||||||||||||||||||||||
| United States | Rest of World | ||||||||||||||||||||||
| Hydraulics | $ | $ | |||||||||||||||||||||
| Original Equipment Manufacturers | Aftermarket | Industrial and Other | |||||||||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||||||||
| Commercial | Passenger and Light Duty | ||||||||||||||||||||||
| Vehicle | $ | $ | |||||||||||||||||||||
| eMobility | |||||||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
| Three months ended September 30, 2019 | |||||||||||||||||||||||
| Net sales | Products | Systems | Total | ||||||||||||||||||||
| Electrical Americas | $ | $ | $ | ||||||||||||||||||||
| Electrical Global | |||||||||||||||||||||||
| United States | Rest of World | ||||||||||||||||||||||
| Hydraulics | $ | $ | |||||||||||||||||||||
| Original Equipment Manufacturers | Aftermarket | Industrial and Other | |||||||||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||||||||
| Commercial | Passenger and Light Duty | ||||||||||||||||||||||
| Vehicle | $ | $ | |||||||||||||||||||||
| eMobility | |||||||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
10
| Nine months ended September 30, 2020 | |||||||||||||||||||||||
| Net sales | Products | Systems | Total | ||||||||||||||||||||
| Electrical Americas | $ | $ | $ | ||||||||||||||||||||
| Electrical Global | |||||||||||||||||||||||
| United States | Rest of World | ||||||||||||||||||||||
| Hydraulics | $ | $ | |||||||||||||||||||||
| Original Equipment Manufacturers | Aftermarket | Industrial and Other | |||||||||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||||||||
| Commercial | Passenger and Light Duty | ||||||||||||||||||||||
| Vehicle | $ | $ | |||||||||||||||||||||
| eMobility | |||||||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
| Nine months ended September 30, 2019 | |||||||||||||||||||||||
| Net sales | Products | Systems | Total | ||||||||||||||||||||
| Electrical Americas | $ | $ | $ | ||||||||||||||||||||
| Electrical Global | |||||||||||||||||||||||
| United States | Rest of World | ||||||||||||||||||||||
| Hydraulics | $ | $ | |||||||||||||||||||||
| Original Equipment Manufacturers | Aftermarket | Industrial and Other | |||||||||||||||||||||
| Aerospace | $ | $ | $ | ||||||||||||||||||||
| Commercial | Passenger and Light Duty | ||||||||||||||||||||||
| Vehicle | $ | $ | |||||||||||||||||||||
| eMobility | |||||||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
11
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (revenue recognized exceeds amount billed to the customer), and deferred revenue (advance payments and billings in excess of revenue recognized). Accounts receivables from customers were $2,565 and $3,090 at September 30, 2020 and December 31, 2019, respectively. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. These assets and liabilities are reported on the Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Unbilled receivables were $108 and $101 at September 30, 2020 and December 31, 2019, respectively, and are recorded in Prepaid expenses and other current assets. The increase in unbilled receivables was primarily due to revenue recognized and not yet billed, partially offset by billings to customers during the quarter.
Changes in the deferred revenue liabilities are as follows:
| Deferred Revenue | |||||
| Balance at January 1, 2020 | $ | ||||
| Customer deposits and billings | |||||
| Revenue recognized in the period | ( | ||||
| Translation | |||||
| Deferred revenue reclassified to held for sale | ( | ||||
| Balance at September 30, 2020 | $ | ||||
| Deferred Revenue | |||||
| Balance at January 1, 2019 | $ | ||||
| Customer deposits and billings | |||||
| Revenue recognized in the period | ( | ||||
| Translation | |||||
| Balance at September 30, 2019 | $ | ||||
Note 4. CREDIT LOSSES FOR RECEIVABLES
Receivables are exposed to credit risk based on the customers’ ability to pay which is influenced by, among other factors, their financial liquidity position. Eaton’s receivables are generally short-term in nature with a majority outstanding less than 90 days.
Eaton performs ongoing credit evaluation of its customers and maintains sufficient allowances for potential credit losses. The Company evaluates the collectability of its receivables based on the length of time the receivable is past due, and any anticipated future write-offs based on historic experience adjusted for market conditions. The Company’s segments, supported by our global credit department, perform the credit evaluation and monitoring process to estimate and manage credit risk. The process includes an evaluation of credit losses for both the overall segment receivable and specific customer balances. The process also includes review of customer financial information and credit ratings, approval and monitoring of customer credit limits, and an assessment of market conditions. The Company may also require prepayment from customers to mitigate credit risk. Receivable balances are written off against an allowance for credit losses after a final determination of collectability has been made.
12
Note 5. INVENTORY
Inventory is carried at lower of cost or net realizable value. The components of inventory follow:
| September 30, 2020 | December 31, 2019 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventory | $ | $ | |||||||||
Note 6. GOODWILL
Change in the carrying amount of goodwill by segment follows:
| January 1, 2020 | Additions | Goodwill reclassified to held for sale | Translation | September 30, 2020 | |||||||||||||||||||||||||
| Electrical Americas | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Electrical Global | ( | ||||||||||||||||||||||||||||
| Hydraulics | ( | ( | |||||||||||||||||||||||||||
| Aerospace | |||||||||||||||||||||||||||||
| Vehicle | |||||||||||||||||||||||||||||
| eMobility | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
During the first quarter of 2020, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The Company used the relative fair value method to reallocate goodwill to the associated reporting units impacted by the reorganization. The Company’s reporting units are equivalent to the reportable operating segments, except for the Aerospace segment which has two reporting units.
The fair values of the Electrical Americas and Electrical Global reportable segments were estimated based on a discounted cash flow model. The model includes estimates of future cash flows, future growth rates, terminal value amounts, and the applicable weighted-average cost of capital used to discount those estimated cash flows. The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt market holders of a business enterprise. These analyses require the exercise of judgments, including judgments about appropriate discount rates, perpetual growth rates, revenue growth, and margin assumptions.
The fair value of the Hydraulics reportable segment was estimated based on a combination of the price to be paid to Eaton by Danfoss A/S and a discounted cash flow model. See Note 2 for additional information about the allocation of goodwill to the Hydraulics reportable segment.
The Filtration and Golf Grip businesses previously included in the Hydraulics reportable segment, and the electrical aerospace connectors business previously included in the Electrical Products segment, have been added to the Aerospace segment as part of the reorganization.
During the first quarter of 2020, goodwill impairment testing was performed using quantitative analyses as a result of the Hydraulics business being classified as held for sale as discussed in Note 2, and the re-segmentation of the Electrical Americas, Electrical Global and Aerospace segments. Based on these analyses performed, the fair value of Eaton's impacted reporting units continues to substantially exceed their respective carrying amounts and thus, no impairment exists.
The 2020 additions to goodwill relate to the anticipated synergies of acquiring Power Distribution, Inc. The allocation of the purchase price from this acquisition is preliminary and will be completed during the measurement period.
13
Note 7. RETIREMENT BENEFITS PLANS
The components of retirement benefits expense follow:
| United States pension benefit expense | Non-United States pension benefit expense | Other postretirement benefits expense | |||||||||||||||||||||||||||||||||
| Three months ended September 30 | |||||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Amortization | ( | ( | |||||||||||||||||||||||||||||||||
| ( | |||||||||||||||||||||||||||||||||||
| Settlements, curtailments and special termination benefits | |||||||||||||||||||||||||||||||||||
| Total expense | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| United States pension benefit expense | Non-United States pension benefit expense | Other postretirement benefits expense | |||||||||||||||||||||||||||||||||
| Nine months ended September 30 | |||||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Amortization | ( | ( | |||||||||||||||||||||||||||||||||
| ( | |||||||||||||||||||||||||||||||||||
| Settlements, curtailments and special termination benefits | |||||||||||||||||||||||||||||||||||
| Total expense | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
The components of retirement benefits expense other than service costs are included in Other expense (income) - net.
Note 8. LEGAL CONTINGENCIES
Note 9. INCOME TAXES
14
Note 10. EQUITY
On February 27, 2019, the Board of Directors adopted a share repurchase program for share repurchases up to $5,000 of ordinary shares (2019 Program). Under the 2019 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, 2020, 1.7 million and 15.9 million ordinary shares, respectively, were repurchased under the 2019 Program in the open market at a total cost of $177 and $1,477 , respectively. During the three and nine months ended September 30, 2019, 6.8 million and 11.9 million ordinary shares, respectively, were repurchased under the 2019 Program in the open market at a total cost of $539 and $949 , respectively.
The changes in Shareholders’ equity follow:
| Ordinary shares | Capital in excess of par value | Retained earnings | Accumulated other comprehensive loss | Shares held in trust | Total Eaton shareholders' equity | Noncontrolling interests | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Shares | Dollars | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid and accrued | — | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | ( | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Shares | ( | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
15
| Ordinary shares | Capital in excess of par value | Retained earnings | Accumulated other comprehensive loss | Shares held in trust | Total Eaton shareholders' equity | Noncontrolling interests | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Shares | Dollars | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2019 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid and accrued | — | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | ( | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2019 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of a business | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interest obtained through tender offer | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Shares | ( | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2019 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interest obtained through tender offer | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Shares | ( | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2019 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
The changes in Accumulated other comprehensive loss follow:
| Currency translation and related hedging instruments | Pensions and other postretirement benefits | Cash flow hedges | Total | ||||||||||||||||||||
| Balance at January 1, 2020 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | ( | ( | |||||||||||||||||||
| Amounts reclassified from Accumulated other comprehensive loss | |||||||||||||||||||||||
| Net current-period Other comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
| Balance at September 30, 2020 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
16
The reclassifications out of Accumulated other comprehensive loss follow:
| Nine months ended September 30, 2020 | Consolidated statements of income classification | ||||||||||
Currency translation losses | |||||||||||
| Sale of business | $ | ( | Gain on sale of business | ||||||||
| Tax expense | |||||||||||
| Total, net of tax | ( | ||||||||||
Amortization of defined benefit pensions and other postretirement benefits items | |||||||||||
| Actuarial loss and prior service cost | ( | 1 | |||||||||
| Tax benefit | |||||||||||
| Total, net of tax | ( | ||||||||||
| Gains and (losses) on cash flow hedges | |||||||||||
| Currency exchange contracts | ( | Net sales and Cost of products sold | |||||||||
| Tax benefit | |||||||||||
| Total, net of tax | ( | ||||||||||
| Total reclassifications for the period | $ | ( | |||||||||
1 These components of Accumulated other comprehensive loss are included in the computation of net periodic benefit cost. See Note 7 for additional information about pension and other postretirement benefits items.
Net Income Per Share Attributable to Eaton Ordinary Shareholders
A summary of the calculation of net income per share attributable to Eaton ordinary shareholders follows:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (Shares in millions) | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average number of ordinary shares outstanding - diluted | |||||||||||||||||||||||
| Less dilutive effect of equity-based compensation | |||||||||||||||||||||||
| Weighted-average number of ordinary shares outstanding - basic | |||||||||||||||||||||||
| Net income per share attributable to Eaton ordinary shareholders | |||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Basic | |||||||||||||||||||||||
17
Note 11. FAIR VALUE MEASUREMENTS
Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to satisfy a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy is established, which categorizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
A summary of financial instruments recognized at fair value, and the fair value measurements used, follows:
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| September 30, 2020 | |||||||||||||||||||||||
| Cash | $ | $ | $ | $ | |||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||
| Net derivative contracts | ( | ( | |||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||
| Cash | $ | $ | $ | $ | |||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||
| Net derivative contracts | |||||||||||||||||||||||
Eaton values its financial instruments using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities. No financial instruments were measured using unobservable inputs.
Other Fair Value Measurements
Long-term debt and the current portion of long-term debt had a carrying value of $8,199 and fair value of $9,153 at September 30, 2020 compared to $8,067 and $8,638 , respectively, at December 31, 2019. The fair value of Eaton's debt instruments were estimated using prevailing market interest rates on debt with similar creditworthiness, terms and maturities, and are considered a Level 2 fair value measurement.
18
Note 12. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
In the normal course of business, Eaton is exposed to certain risks related to fluctuations in interest rates, currency exchange rates and commodity prices. The Company uses various derivative and non-derivative financial instruments, primarily interest rate swaps, currency forward exchange contracts, currency swaps and, commodity contracts to manage risks from these market fluctuations. The instruments used by Eaton are straightforward, non-leveraged instruments. The counterparties to these instruments are financial institutions with strong credit ratings. Eaton maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions. Such instruments are not purchased and sold for trading purposes.
Derivative financial instruments are accounted for at fair value and recognized as assets or liabilities in the Consolidated Balance Sheets. Accounting for the gain or loss resulting from the change in the fair value of the derivative financial instrument depends on whether it has been designated, and is effective, as part of a hedging relationship and, if so, as to the nature of the hedging activity. Eaton formally documents all relationships between derivative financial instruments accounted for as designated hedges and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. This process includes linking derivative financial instruments to a recognized asset or liability, specific firm commitment, forecasted transaction, or net investment in a foreign operation. These financial instruments can be designated as:
•Hedges of the change in the fair value of a recognized fixed-rate asset or liability, or the firm commitment to acquire such an asset or liability (a fair value hedge); for these hedges, the gain or loss from the derivative financial instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in income during the period of change in fair value.
•Hedges of the variable cash flows of a recognized variable-rate asset or liability, or the forecasted acquisition of such an asset or liability (a cash flow hedge); for these hedges, the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive income and reclassified to income in the same period when the gain or loss on the hedged item is included in income.
•Hedges of the currency exposure related to a net investment in a foreign operation (a net investment hedge); for these hedges, the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive income and reclassified to income in the same period when the gain or loss related to the net investment in the foreign operation is included in income.
The gain or loss from a derivative financial instrument designated as a hedge is classified in the same line of the Consolidated Statements of Income as the offsetting loss or gain on the hedged item. The cash flows resulting from these financial instruments are classified in operating activities on the Condensed Consolidated Statements of Cash Flows.
For derivatives that are not designated as a hedge, any gain or loss is immediately recognized in income. The majority of derivatives used in this manner relate to risks resulting from assets or liabilities denominated in a foreign currency and certain commodity contracts that arise in the normal course of business.
Eaton uses certain of its debt denominated in foreign currency to hedge portions of its net investments in foreign operations against foreign currency exposure (net investment hedges). Foreign currency denominated debt designated as a non-derivative net investment hedging instrument had a carrying value on an after-tax basis of $1,925 at September 30, 2020 and $1,845 at December 31, 2019.
19
Derivative Financial Statement Impacts
The fair value of derivative financial instruments recognized in the Consolidated Balance Sheets follows:
| Notional amount | Other current assets | Other noncurrent assets | Other current liabilities | Other noncurrent liabilities | Type of hedge | Term | |||||||||||||||||||||||||||||||||||
| September 30, 2020 | |||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as hedges | |||||||||||||||||||||||||||||||||||||||||
| Fixed-to-floating interest rate swaps | $ | $ | $ | $ | $ | Fair value | |||||||||||||||||||||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | Cash flow | ||||||||||||||||||||||||||||||||||||||||
| Currency exchange contracts | Cash flow | ||||||||||||||||||||||||||||||||||||||||
| Commodity contracts | Cash flow | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||||||||||||||||||||
| Currency exchange contracts | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||||||||||||||
| December 31, 2019 | |||||||||||||||||||||||||||||||||||||||||
| Derivatives designated as hedges | |||||||||||||||||||||||||||||||||||||||||
| Fixed-to-floating interest rate swaps | $ | $ | $ | $ | $ | Fair value | |||||||||||||||||||||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | Cash flow | ||||||||||||||||||||||||||||||||||||||||
| Currency exchange contracts | Cash flow | ||||||||||||||||||||||||||||||||||||||||
| Commodity contracts | Cash flow | ||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||||||||||||||||||||
| Currency exchange contracts | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||||||||||||||
The currency exchange contracts shown in the table above as derivatives not designated as hedges are primarily contracts entered into to manage currency volatility or exposure on intercompany receivables, payables and loans. While Eaton does not elect hedge accounting treatment for these derivatives, Eaton targets managing 100 % of the intercompany balance sheet exposure to minimize the effect of currency volatility related to the movement of goods and services in the normal course of its operations. This activity represents the great majority of these currency exchange contracts.
20
As of September 30, 2020, the volume of outstanding commodity contracts that were entered into to hedge forecasted transactions:
| Commodity | September 30, 2020 | Term | ||||||||||||||||||
| Copper | millions of pounds | |||||||||||||||||||
The following amounts were recorded on the Consolidated Balance Sheets related to fixed-to-floating interest rate swaps:
| Carrying amount of the hedged assets (liabilities) | Cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged asset (liabilities) (a) | ||||||||||||||||||||||
| Location on Consolidated Balance Sheets | September 30, 2020 | December 31, 2019 | September 30, 2020 | December 31, 2019 | |||||||||||||||||||
| Long-term debt | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(a) At September 30, 2020 and December 31, 2019, these amounts include the cumulative liability amount of fair value hedging adjustments remaining for which the hedge accounting has been discontinued of $37 and $40 , respectively.
The impact of hedging activities to the Consolidated Statements of Income are as follow:
| Three months ended September 30, 2020 | |||||||||||||||||
| Net Sales | Cost of products sold | Interest expense - net | |||||||||||||||
| Amounts from Consolidated Statements of Income | $ | $ | $ | ||||||||||||||
| Gain (loss) on derivatives designated as cash flow hedges | |||||||||||||||||
| Currency exchange contracts | |||||||||||||||||
| Hedged item | $ | $ | $ | ||||||||||||||
| Derivative designated as hedging instrument | ( | ( | |||||||||||||||
| Commodity contracts | |||||||||||||||||
| Hedged item | $ | $ | $ | ||||||||||||||
| Derivative designated as hedging instrument | |||||||||||||||||
| Gain (loss) on derivatives designated as fair value hedges | |||||||||||||||||
| Fixed-to-floating interest rate swaps | |||||||||||||||||
| Hedged item | $ | $ | $ | ||||||||||||||
| Derivative designated as hedging instrument | ( | ||||||||||||||||
21
| Three months ended September 30, 2019 | |||||||||||||||||
| Net Sales | Cost of products sold | Interest expense - net | |||||||||||||||
| Amounts from Consolidated Statements of Income | $ | $ | $ | ||||||||||||||
| Gain (loss) on derivatives designated as cash flow hedges | |||||||||||||||||
| Currency exchange contracts | |||||||||||||||||
| Hedged item | $ | $ | ( | $ | |||||||||||||
| Derivative designated as hedging instrument | ( | ||||||||||||||||
| Commodity contracts | |||||||||||||||||
| Hedged item | $ | $ | $ | ||||||||||||||
| Derivative designated as hedging instrument | |||||||||||||||||
| Gain (loss) on derivatives designated as fair value hedges | |||||||||||||||||
| Fixed-to-floating interest rate swaps | |||||||||||||||||
| Hedged item | $ | $ | $ | ( | |||||||||||||
| Derivative designated as hedging instrument | |||||||||||||||||
| Nine months ended September 30, 2020 | |||||||||||||||||
| Net Sales | Cost of products sold | Interest expense - net | |||||||||||||||
| Amounts from Consolidated Statements of Income | $ | $ | $ | ||||||||||||||
| Gain (loss) on derivatives designated as cash flow hedges | |||||||||||||||||
| Currency exchange contracts | |||||||||||||||||
| Hedged item | $ | $ | $ | ||||||||||||||
| Derivative designated as hedging instrument | ( | ( | |||||||||||||||
| Commodity contracts | |||||||||||||||||
| Hedged item | $ | $ | $ | ||||||||||||||
| Derivative designated as hedging instrument | |||||||||||||||||
| Gain (loss) on derivatives designated as fair value hedges | |||||||||||||||||
| Fixed-to-floating interest rate swaps | |||||||||||||||||
| Hedged item | $ | $ | $ | ( | |||||||||||||
| Derivative designated as hedging instrument | |||||||||||||||||
22
| Nine months ended September 30, 2019 | |||||||||||||||||
| Net Sales | Cost of products sold | Interest expense - net | |||||||||||||||
| Amounts from Consolidated Statements of Income | $ | $ | $ | ||||||||||||||
| Gain (loss) on derivatives designated as cash flow hedges | |||||||||||||||||
| Currency exchange contracts | |||||||||||||||||
| Hedged item | $ | $ | ( | $ | |||||||||||||
| Derivative designated as hedging instrument | ( | ||||||||||||||||
| Commodity contracts | |||||||||||||||||
| Hedged item | $ | $ | $ | ||||||||||||||
| Derivative designated as hedging instrument | |||||||||||||||||
| Gain (loss) on derivatives designated as fair value hedges | |||||||||||||||||
| Fixed-to-floating interest rate swaps | |||||||||||||||||
| Hedged item | $ | $ | $ | ( | |||||||||||||
| Derivative designated as hedging instrument | |||||||||||||||||
The impact of derivatives not designated as hedges to the Consolidated Statements of Income are as follow:
| Gain (loss) recognized in Consolidated Statements of Income | Consolidated Statements of Income classification | ||||||||||||||||
| Three months ended September 30 | |||||||||||||||||
| 2020 | 2019 | ||||||||||||||||
| Gain (loss) on derivatives not designated as hedges | |||||||||||||||||
| Currency exchange contracts | $ | $ | ( | Interest expense - net | |||||||||||||
| Commodity Contracts | Cost of products sold | ||||||||||||||||
| Total | $ | $ | ( | ||||||||||||||
| Gain (loss) recognized in Consolidated Statements of Income | Consolidated Statements of Income classification | ||||||||||||||||
| Nine months ended September 30 | |||||||||||||||||
| 2020 | 2019 | ||||||||||||||||
| Gain (loss) on derivatives not designated as hedges | |||||||||||||||||
| Currency exchange contracts | $ | ( | $ | Interest expense - net | |||||||||||||
| Commodity Contracts | Cost of products sold | ||||||||||||||||
| Total | $ | ( | $ | ||||||||||||||
23
The impact of derivative and non-derivative instruments designated as hedges to the Consolidated Statements of Income and Comprehensive Income follow:
| Gain (loss) recognized in other comprehensive (loss) income | Location of gain (loss) reclassified from Accumulated other comprehensive loss | Gain (loss) reclassified from Accumulated other comprehensive loss | |||||||||||||||||||||||||||
| Three months ended September 30 | Three months ended September 30 | ||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||
| Derivatives designated as cash flow hedges | |||||||||||||||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | $ | $ | ( | Interest expense - net | $ | $ | |||||||||||||||||||||||
| Currency exchange contracts | ( | Net sales and Cost of products sold | ( | ||||||||||||||||||||||||||
| Commodity contracts | Cost of products sold | ||||||||||||||||||||||||||||
| Non-derivative designated as net investment hedges | |||||||||||||||||||||||||||||
| Foreign currency denominated debt | ( | Interest expense - net | |||||||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Gain (loss) recognized in other comprehensive (loss) income | Location of gain (loss) reclassified from Accumulated other comprehensive loss | Gain (loss) reclassified from Accumulated other comprehensive loss | |||||||||||||||||||||||||||
| Nine months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||
| Derivatives designated as cash flow hedges | |||||||||||||||||||||||||||||
| Forward starting floating-to-fixed interest rate swaps | $ | ( | $ | ( | Interest expense - net | $ | $ | ||||||||||||||||||||||
| Currency exchange contracts | ( | ( | Net sales and Cost of products sold | ( | |||||||||||||||||||||||||
| Commodity contracts | Cost of products sold | ||||||||||||||||||||||||||||
| Non-derivative designated as net investment hedges | |||||||||||||||||||||||||||||
| Foreign currency denominated debt | ( | Interest expense - net | |||||||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||
24
Note 13. RESTRUCTURING CHARGES
In the second quarter of 2020, Eaton decided to undertake a multi-year restructuring program to reduce its cost structure and gain efficiencies in its business segments and at corporate in order to respond to declining market conditions. Restructuring charges incurred under this program for the three and nine months ended September 30, 2020, were $10 and $197 , respectively. These restructuring activities are expected to incur additional expenses of $18 in the fourth quarter of 2020, $60 in 2021, and $5 in 2022, primarily comprised of plant closing costs, resulting in total estimated charges of $280 for the entire program.
A summary of restructuring program charges by type follows:
| Three months ended September 30, 2020 | Nine months ended September 30, 2020 | ||||||||||
| Workforce reductions | $ | $ | |||||||||
| Plant closing and other | |||||||||||
Total | $ | $ | |||||||||
Restructuring program charges related to the following segments:
| Three months ended September 30, 2020 | Nine months ended September 30, 2020 | ||||||||||
| Electrical Americas | $ | $ | |||||||||
| Electrical Global | |||||||||||
| Aerospace | |||||||||||
| Vehicle | |||||||||||
| eMobility | |||||||||||
| Corporate | |||||||||||
Total | $ | $ | |||||||||
A summary of liabilities related to workforce reductions, plant closing and other associated costs follows:
| Workforce reductions | Plant closing and other | Total | |||||||||||||||
| Balance at December 31, 2019 | $ | $ | $ | ||||||||||||||
| Liability recognized | |||||||||||||||||
| Payments, utilization and translation | ( | ( | ( | ||||||||||||||
| Balance at September 30, 2020 | $ | $ | $ | ||||||||||||||
These restructuring program charges were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other expense (income) - net, as appropriate. In Business Segment Information, these restructuring program charges are treated as Corporate items. See Note 14 for additional information about business segments.
Note 14. BUSINESS SEGMENT INFORMATION
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance.
During the first quarter of 2020, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The new reportable segments are Electrical Americas and Electrical Global, which include the legacy Electrical Products and Electrical Systems and Services segments. Additionally, the Filtration and Golf Grip businesses previously included in the Hydraulics segment, and the electrical aerospace connectors business previously included in the Electrical Products segment, have been added to the Aerospace reportable segment as part of the reorganization. The Company also changed how it measures business segment performance in 2020 as it no longer allocates acquisition and divestiture charges to its operating segments. Historical segment information has been retrospectively adjusted to reflect these changes.
25
Electrical Americas and Electrical Global
The Electrical Americas segment consists of electrical components, industrial components, power distribution and assemblies, residential products, single and three phase power quality, wiring devices, circuit protection, utility power distribution, power reliability equipment, and services that are primarily produced and sold in North and South America. The Electrical Global segment consists of electrical components, industrial components, power distribution and assemblies, single phase and three phase power quality, and services that are primarily produced and sold outside of North and South America; as well as hazardous duty electrical equipment, emergency lighting, fire detection, intrinsically safe explosion-proof instrumentation, and structural support systems that are produced and sold globally. The principal markets for these segments are industrial, institutional, governmental, utility, commercial, residential and information technology. These products are used wherever there is a demand for electrical power in commercial buildings, data centers, residences, apartment and office buildings, hospitals, factories, utilities, and industrial and energy facilities. The segments share certain common global customers, but a large majority of the customers are located regionally. Sales are made through distributors, resellers, and manufacturers' representatives, as well as directly to original equipment manufacturers, utilities, and certain other end users.
Hydraulics
The Hydraulics segment is a global leader in hydraulics components, systems and services for industrial and mobile equipment. Eaton offers a wide range of power products including pumps, motors and hydraulic power units; a broad range of controls and sensing products including valves, cylinders and electronic controls; a full range of fluid conveyance products including industrial and hydraulic hose, fittings, and assemblies, thermoplastic hose and tubing, couplings, connectors, and assembly equipment; and industrial drum and disc brakes. The principal markets for the Hydraulics segment include renewable energy, marine, agriculture, oil and gas, construction, mining, forestry, utility, material handling, truck and bus, machine tools, molding, primary metals, and power generation. Key manufacturing customers in these markets and other customers are located globally. Products are sold and serviced through a variety of channels.
Aerospace
The Aerospace segment is a leading global supplier of aerospace fuel, hydraulics, and pneumatic systems for commercial and military use, as well as filtration systems for industrial applications. Products include hydraulic power generation systems for aerospace applications including pumps, motors, hydraulic power units, hose and fittings, electro-hydraulic pumps; controls and sensing products including valves, cylinders, electronic controls, electromechanical actuators, sensors, aircraft flap and slat systems and nose wheel steering systems; fluid conveyance products, including hose, thermoplastic tubing, fittings, adapters, couplings, sealing and ducting; fuel systems including fuel pumps, sensors, valves, adapters and regulators; high performance interconnect products including wiring connectors and cables. The Aerospace segment also includes filtration systems including hydraulic filters, bag filters, strainers and cartridges; and golf grips. The principal markets for the Aerospace segment are manufacturers of commercial and military aircraft and related after-market customers, as well as industrial applications. These manufacturers and other customers operate globally. Products are sold and serviced through a variety of channels.
Vehicle
The Vehicle segment is a leader in the design, manufacture, marketing, and supply of: drivetrain, powertrain systems and critical components that reduce emissions and improve fuel economy, stability, performance, and safety of cars, light trucks and commercial vehicles. Products include transmissions, clutches, hybrid power systems, superchargers, engine valves and valve actuation systems, cylinder heads, locking and limited slip differentials, transmission controls, and fuel vapor components for the global vehicle industry. The principal markets for the Vehicle segment are original equipment manufacturers and aftermarket customers of heavy-, medium-, and light-duty trucks, SUVs, CUVs, passenger cars and agricultural equipment.
eMobility
The eMobility segment designs, manufactures, markets, and supplies electrical and electronic components and systems that improve the power management and performance of both on-road and off-road vehicles. Products include high voltage inverters, converters, fuses, onboard chargers, circuit protection units, vehicle controls, power distribution, fuel tank isolation valves, and commercial vehicle hybrid systems. The principle markets for the eMobility segment are original equipment manufacturers and aftermarket customers of passenger cars, commercial vehicles, and construction, agriculture, and mining equipment.
Other information
The accounting policies of the business segments are generally the same as the policies described in Note 1 to the Consolidated Financial Statements contained in the 2019 Form 10-K, except that operating profit only reflects the service cost component and the cost of any special termination benefits related to pensions and other postretirement benefits. Intersegment sales and transfers are accounted for at the same prices as if the sales and transfers were made to third parties. These intersegment sales are eliminated in consolidation. Operating profit includes the operating profit from intersegment sales.
26
For purposes of business segment performance measurement, the Company does not allocate items that are of a non-operating nature or are of a corporate or functional governance nature. Corporate expenses consist of all of the Company’s costs associated with acquisitions, divestitures, and gains and losses on the sale of certain businesses, restructuring program costs (Note 13) and corporate office expenses including compensation, benefits, occupancy, depreciation, and other administrative costs. Identifiable assets of the business segments exclude goodwill, other intangible assets, and general corporate assets, which principally consist of certain cash, short-term investments, deferred income taxes, certain accounts receivable, certain property, plant and equipment, and certain other assets.
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Electrical Americas | $ | $ | $ | $ | |||||||||||||||||||
| Electrical Global | |||||||||||||||||||||||
| Hydraulics | |||||||||||||||||||||||
| Aerospace | |||||||||||||||||||||||
| Vehicle | |||||||||||||||||||||||
| eMobility | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Segment operating profit (loss) | |||||||||||||||||||||||
| Electrical Americas | $ | $ | $ | $ | |||||||||||||||||||
| Electrical Global | |||||||||||||||||||||||
| Hydraulics | |||||||||||||||||||||||
| Aerospace | |||||||||||||||||||||||
| Vehicle | |||||||||||||||||||||||
| eMobility | ( | ( | |||||||||||||||||||||
| Total segment operating profit | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Amortization of intangible assets | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense - net | ( | ( | ( | ( | |||||||||||||||||||
| Pension and other postretirement benefits expense | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring program charges | ( | ( | |||||||||||||||||||||
| Other expense - net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less net income for noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | $ | $ | $ | $ | |||||||||||||||||||
27
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Amounts are in millions of dollars or shares unless indicated otherwise (per share data assume dilution).
COMPANY OVERVIEW
Eaton Corporation plc (Eaton or the Company) is a power management company with 2019 net sales of $21.4 billion. Eaton's mission is to improve the quality of life and environment through the use of power management technologies and services. We provide sustainable solutions that help our customers effectively manage electrical, hydraulic, and mechanical power - more safely, more efficiently and more reliably. Eaton has approximately 92,000 employees in 61 countries and sells products to customers in more than 175 countries.
Summary of Results of Operations
A summary of Eaton’s Net sales, Net income attributable to Eaton ordinary shareholders, and Net income per share attributable to Eaton ordinary shareholders - diluted follows:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| Net sales | $ | 4,526 | $ | 5,314 | $ | 13,171 | $ | 16,152 | |||||||||||||||
| Net income attributable to Eaton ordinary shareholders | 446 | 601 | 935 | 1,759 | |||||||||||||||||||
| Net income per share attributable to Eaton ordinary shareholders - diluted | $ | 1.11 | $ | 1.44 | $ | 2.31 | $ | 4.16 | |||||||||||||||
In the second quarter of 2020, Eaton decided to undertake a multi-year restructuring program to reduce its cost structure and gain efficiencies in its business segments and at corporate in order to respond to declining market conditions. Restructuring charges incurred under this program for the three and nine months ended September 30, 2020, were $10 and $197, respectively. These restructuring activities are expected to incur additional expenses of $18 in the fourth quarter of 2020, $60 in 2021, and $5 in 2022, primarily comprised of plant closing costs, resulting in total estimated charges of $280 for the entire program. The projected mature year savings from these restructuring actions are expected to be $200 when fully implemented in 2023. Additional information related to this restructuring is presented in Note 13.
During the first quarter of 2020, Eaton re-segmented certain reportable operating segments due to a reorganization of the Company's businesses. The new reportable segments are Electrical Americas and Electrical Global, which include the legacy Electrical Products and Electrical Systems and Services segments. Additionally, the Filtration and Golf Grip businesses previously included in the Hydraulics segment, and the electrical aerospace connectors business previously included in the Electrical Products segment, have been added to the Aerospace reportable segment as part of the reorganization. The Company also changed how it measures business segment performance in 2020 as it no longer allocates acquisition and divestiture charges to its operating segments. Previously reported financial information for these reportable segments has been updated for 2019 in Note 14. The re-segmentation did not impact previously reported consolidated results of operations.
On February 25, 2020, Eaton acquired Power Distribution, Inc. a leading supplier of mission critical power distribution, static switching, and power monitoring equipment and services for data centers and industrial and commercial customers. The company is headquartered in Richmond, Virginia, and had 2019 sales of $125. Power Distribution, Inc. is reported within the Electrical Americas business segment.
On March 2, 2020, Eaton sold its Lighting business to Signify N.V. for a cash purchase price of $1.4 billion. The Company recognized a pre-tax gain of $221. The Lighting business, which had sales of $1.6 billion in 2019 as part of the Electrical Americas business segment, serves customers in commercial, industrial, residential, and municipal markets.
On January 21, 2020, Eaton entered into an agreement to sell its Hydraulics business to Danfoss A/S, a Danish industrial company, for $3.3 billion in cash. Eaton’s Hydraulics business is a global leader in hydraulics components, systems, and services for industrial and mobile equipment. The business had sales of $2.2 billion in 2019. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close by the end of the first quarter of 2021.
28
During the fourth quarter of 2019 and first quarter of 2020, the Company determined the Lighting business and Hydraulics business, respectively, met the criteria to be classified as held for sale. Therefore, assets and liabilities of these businesses have been presented as held for sale in the Consolidated Balance Sheets as of December 31, 2019 and September 30, 2020, respectively. Assets and liabilities classified as held for sale are measured at the lower of carrying value or fair value less costs to sell. There was no write-down as fair values of both the Lighting business and Hydraulics business assets less their costs to sell exceeded their respective carrying values. Depreciation and amortization expense is not recorded for the period in which Other long-lived assets are classified as held for sale.
COVID-19
The Company continued to be impacted by the COVID-19 pandemic in the third quarter of 2020. Organic sales were down 9% for the third quarter primarily due to the impact from the COVID-19 pandemic. The Company monitors the pandemic’s impact throughout the world, including guidance from governmental authorities and world health organizations. Our businesses are focused on cost control to offset the volume declines. During the third quarter, the Company implemented the following actions:
•Continued reduction of senior executive base salaries in the third quarter
•25% reduction in cash retainer for non-employee members of the Board of Directors in the third quarter
•Continued implementation of unpaid leave programs
•Reduction of discretionary expenses and implementation of travel and hiring freezes
•Elimination of nonessential capital spending
We anticipate that several of our markets will take some time to recover. Therefore in the second quarter of 2020, we decided to undertake a multi-year restructuring program discussed in Note 13 to deal with that weakness. The principal end markets affected are commercial aerospace, oil and gas, NAFTA Class 8 trucks, and North American/European light vehicles.
Eaton's products and support services are vital to hospitals, emergency services, military sites, utilities, public works, transportation, and shipping providers. In addition, data centers, retail outlets, airports, and governments, as well as the networks that support schools and remote workers, rely on the Company's products to serve their customers and communities. As a result, the Company's businesses are deemed essential to continue operating by almost all governments around the world, and all of the Company's plants are currently operating.
The Company is doing the following to protect the safety and health of its workforce, as well as support customer's needs during this pandemic:
Protect our employees
•Trained our employees at sites around the world in cleaning and disinfecting protocols
•Enacted social distancing procedures, staggered shifts, implemented a rotating office work schedule, and modified workspace and meeting space layouts
•Requiring employees to stay at home if they are feeling ill, and encouraging increased hand washing and hygiene practices across all sites
•Advised employees to take advantage of flexible work options
•Restricting visitors to all sites
•Consulting regularly with doctors and health care organizations
•Updating the Company's response plans as new information becomes available
In the event an employee suspects they have been exposed to COVID-19, or testing confirms it, sites will implement a response plan that includes:
•Mandatory quarantines
•Communication with all who may have been exposed
•Disinfecting work stations and common areas
•Shutting down the facility if warranted
These actions are aligned with our preventive health protocols and those of governmental authorities and health organizations including the Centers for Disease Control (U.S.) and the World Health Organization.
29
Support our customers
Eaton has activated its business continuity management plans across the organization, which includes:
•Staying in close contact with our suppliers to manage the supply chain
•Equipping our service technicians with additional personal protective equipment as needed
•Coordinating with local, state, and national governments
•Following governmental and health authorities' guidelines
RESULTS OF OPERATIONS
Non-GAAP Financial Measures
The following discussion of Consolidated Financial Results includes certain non-GAAP financial measures. These financial measures include adjusted earnings and adjusted earnings per ordinary share, each of which differs from the most directly comparable measure calculated in accordance with generally accepted accounting principles (GAAP). A reconciliation of adjusted earnings and adjusted earnings per ordinary share to the most directly comparable GAAP measure is included in the table below, and excludes acquisition and divestiture expense related primarily to the planned divestiture of the Hydraulics business, the divestiture of the Lighting business, the acquisitions of Souriau-Sunbank, Ulusoy Elektrik and Innovative Switchgear Solutions, Inc. (ISG), and other charges to exit businesses, and restructuring program expense discussed in Note 13. Management believes that these financial measures are useful to investors because they exclude certain transactions, allowing investors to more easily compare Eaton’s financial performance period to period. Management uses this information in monitoring and evaluating the on-going performance of Eaton.
Acquisition and Divestiture Charges
Eaton incurs integration charges and transaction costs to acquire businesses, and transaction costs and other charges to divest and exit businesses. Eaton also recognizes gains and losses on the sale of businesses. A summary of these Corporate items follows:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| Acquisition integration, divestiture charges, and transaction costs | $ | 28 | $ | 39 | $ | 263 | $ | 65 | |||||||||||||||
Gain on the sale of the Lighting business | — | — | (221) | — | |||||||||||||||||||
| Total before income taxes | 28 | 39 | 42 | 65 | |||||||||||||||||||
| Income tax expense (benefit) | (7) | (4) | 68 | (5) | |||||||||||||||||||
| Total after income taxes | $ | 21 | $ | 35 | $ | 110 | $ | 60 | |||||||||||||||
| Per ordinary share - diluted | $ | 0.05 | $ | 0.08 | $ | 0.27 | $ | 0.14 | |||||||||||||||
Acquisition integration, divestiture charges, and transaction costs in 2020 are primarily related to the planned divestiture of the Hydraulics business, the divestiture of the Lighting business, the acquisitions of Souriau-Sunbank and Ulusoy Elektrik, and other charges to exit businesses, and were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other expense (income) - net. Charges in 2019 related to the divestiture of the Lighting business, the acquisitions of Ulusoy Elektrik and ISG, and other charges to exit businesses, and were included in Cost of products sold, Selling and administrative expense, Research and development expense, and Other expense (income) - net. In Business Segment Information in Note 14, these charges were included in Other expense - net.
30
Consolidated Financial Results
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||||
| Net sales | $ | 4,526 | $ | 5,314 | (15) | % | $ | 13,171 | $ | 16,152 | (18) | % | |||||||||||||||||||||||
| Gross profit | 1,475 | 1,802 | (18) | % | 3,941 | 5,370 | (27) | % | |||||||||||||||||||||||||||
| Percent of net sales | 32.6 | % | 33.9 | % | 29.9 | % | 33.2 | % | |||||||||||||||||||||||||||
| Income before income taxes | 525 | 718 | (27) | % | 1,193 | 2,059 | (42) | % | |||||||||||||||||||||||||||
| Net income | 447 | 602 | (26) | % | 939 | 1,760 | (47) | % | |||||||||||||||||||||||||||
| Less net income for noncontrolling interests | (1) | (1) | (4) | (1) | |||||||||||||||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | 446 | 601 | (26) | % | 935 | 1,759 | (47) | % | |||||||||||||||||||||||||||
| Excluding acquisition and divestiture charges, after-tax | 21 | 35 | 110 | 60 | |||||||||||||||||||||||||||||||
| Excluding restructuring program charges, after-tax | 8 | — | 156 | — | |||||||||||||||||||||||||||||||
| Adjusted earnings | $ | 475 | $ | 636 | (25) | % | $ | 1,201 | $ | 1,819 | (34) | % | |||||||||||||||||||||||
| Net income per share attributable to Eaton ordinary shareholders - diluted | $ | 1.11 | $ | 1.44 | (23) | % | $ | 2.31 | $ | 4.16 | (44) | % | |||||||||||||||||||||||
Excluding per share impact of acquisition and divestiture charges, after-tax | 0.05 | 0.08 | 0.27 | 0.14 | |||||||||||||||||||||||||||||||
| Excluding per share impact of restructuring program charges, after-tax | 0.02 | — | 0.39 | — | |||||||||||||||||||||||||||||||
| Adjusted earnings per ordinary share | $ | 1.18 | $ | 1.52 | (22) | % | $ | 2.97 | $ | 4.30 | (31) | % | |||||||||||||||||||||||
Net Sales
Net sales decreased 15% in the third quarter of 2020 compared to the third quarter of 2019 due to a decrease of 9% in organic sales and a decrease of 8% from divestitures of businesses, partially offset by an increase of 2% from acquisitions of businesses. The decrease in organic sales in the third quarter of 2020 was primarily due to the impact from the COVID-19 pandemic with lower sales in the Electrical Global, Hydraulics, Aerospace, and Vehicle business segments, partially offset by higher organic sales in the Electrical Americas business segment. Net sales decreased 18% in the first nine months of 2020 compared to the first nine months of 2019 due to a decrease of 13% in organic sales, a decrease of 6% from divestitures of businesses, and a decrease of 1% from the impact of negative currency translation, partially offset by an increase of 2% from acquisitions of businesses. The decrease in organic sales in the first nine months of 2020 was primarily due to the impact from the COVID-19 pandemic with lower sales in all business segments.
Gross Profit
Gross profit margin decreased from 33.9% in the third quarter of 2019 to 32.6% in the third quarter of 2020. The decrease in gross profit margin in the third quarter of 2020 was primarily due to the impact from the COVID-19 pandemic with lower sales in the Electrical Global, Hydraulics, Aerospace, and Vehicle business segments, partially offset by higher sales in the Electrical Americas business segment. Gross profit margin decreased from 33.2% in first nine months of 2019 to 29.9% in first nine months of 2020. The decrease in gross profit margin in the first nine months of 2020 was primarily due to the impact from the COVID-19 pandemic with lower sales in all business segments.
31
Income Taxes
The effective income tax rate for the third quarter of 2020 was expense of 14.8% compared to expense of 16.0% for the third quarter of 2019. The decrease in the effective tax rate in the third quarter of 2020 was primarily due to lower levels of income in higher tax jurisdictions. The effective income tax rate for the first nine months of 2020 was expense of 21.3% compared to expense of 14.5% for the first nine months of 2019. The increase in the effective tax rate in the first nine months of 2020 was primarily due to the tax impact on the gain from the sale of the Lighting business described in Note 2.
Net Income
Net income attributable to Eaton ordinary shareholders of $446 in the third quarter of 2020 decreased 26% compared to Net income attributable to Eaton ordinary shareholders of $601 in the third quarter of 2019. Net income attributable to Eaton ordinary shareholders of $935 in the first nine months of 2020 decreased 47% compared to Net income attributable to Eaton ordinary shareholders of $1,759 in the first nine months of 2019. Net income in the first nine months of 2020 included an after-tax gain of $91 on the sale of the Lighting business discussed in Note 2. The decrease in the third quarter and first nine months of 2020 was primarily due to the impact from the COVID-19 pandemic with lower sales volumes.
Net income per ordinary share decreased to $1.11 in the third quarter of 2020 compared to $1.44 in the third quarter of 2019. Net income per ordinary share decreased to $2.31 in the first nine months of 2020 compared to $4.16 in the first nine months of 2019. Net income per ordinary share in the first nine months of 2020 included $0.22 from the sale of the Lighting business. The decrease in Net income per ordinary share in the third quarter and first nine months of 2020 was due to lower net income, partially offset by the impact of the Company's share repurchases over the past year.
Adjusted Earnings
Adjusted earnings of $475 in the third quarter of 2020 decreased 25% compared to Adjusted earnings of $636 in the third quarter of 2019. The decrease in Adjusted earnings in the third quarter of 2020 was primarily due to lower Net income attributable to Eaton ordinary shareholders. Adjusted earnings of $1,201 in the first nine months of 2020 decreased 34% compared to Adjusted earnings of $1,819 in the first nine months of 2019. The decrease in Adjusted earnings in the first nine months of 2020 was primarily due to lower Net income attributable to Eaton ordinary shareholders, adjusted for higher restructuring program charges, and acquisition and divestiture charges.
Adjusted earnings per ordinary share decreased to $1.18 in the third quarter of 2020 compared to $1.52 in the third quarter of 2019. Adjusted earnings per ordinary share decreased to $2.97 in the first nine months of 2020 compared to $4.30 in the first nine months of 2019. The decrease in Adjusted earnings per ordinary share in the third quarter and first nine months of 2020 was due to lower Adjusted earnings, adjusted for the impact of the Company's share repurchases over the past year.
32
Business Segment Results of Operations
The following is a discussion of Net sales, operating profit and operating margin by business segment.
Electrical Americas
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||||
| Net sales | $ | 1,699 | $ | 2,040 | (17) | % | $ | 4,977 | $ | 6,086 | (18) | % | |||||||||||||||||||||||
| Operating profit | $ | 377 | $ | 395 | (5) | % | $ | 993 | $ | 1,133 | (12) | % | |||||||||||||||||||||||
| Operating margin | 22.2 | % | 19.4 | % | 20.0 | % | 18.6 | % | |||||||||||||||||||||||||||
Net sales decreased 17% in the third quarter of 2020 compared to the third quarter of 2019 due to a decrease of 20% from the divestiture of the Lighting business and a decrease of 1% from the impact of negative currency translation, partially offset by an increase of 3% in organic sales and an increase of 1% from the acquisitions of Power Distribution, Inc. and ISG. The increase in organic sales in the third quarter of 2020 was primarily driven by growth in residential and utility markets. Net sales decreased 18% in the first nine months of 2020 compared to the first nine months of 2019 due to a decrease of 16% from the divestiture of the Lighting business and a decrease of 3% in organic sales, partially offset by an increase of 1% from the acquisitions of Power Distribution, Inc. and ISG. The decrease in organic sales in the first nine months of 2020 was primarily driven by the impact of the COVID-19 pandemic, partially offset by growth in residential markets.
The operating margin increased from 19.4% in the third quarter of 2019 to 22.2% in the third quarter of 2020. The increase in operating margin in the third quarter of 2020 was primarily due to the favorable impact from the divestiture of the Lighting business, higher organic sales volumes, and cost containment actions to counteract the impact of the COVID-19 pandemic. The operating margin increased from 18.6% in the first nine months of 2019 to 20.0% in the first nine months of 2020. The increase in operating margin in the first nine months of 2020 was primarily due to the favorable impact from the divestiture of the Lighting business and cost containment actions to counteract the impact of the COVID-19 pandemic, partially offset by lower sales volumes.
Electrical Global
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||||
| Net sales | $ | 1,196 | $ | 1,295 | (8) | % | $ | 3,451 | $ | 3,861 | (11) | % | |||||||||||||||||||||||
| Operating profit | $ | 198 | $ | 251 | (21) | % | $ | 542 | $ | 674 | (20) | % | |||||||||||||||||||||||
| Operating margin | 16.6 | % | 19.4 | % | 15.7 | % | 17.5 | % | |||||||||||||||||||||||||||
Net sales decreased 8% in the third quarter of 2020 compared to the third quarter of 2019 due to a decrease of 10% in organic sales, partially offset by an increase of 2% from the impact of positive currency translation. Net sales decreased 11% in the first nine months of 2020 compared to the first nine months of 2019 due to a decrease of 10% in organic sales and a decrease of 1% from the impact of negative currency translation. The decrease in organic sales in the third quarter and first nine months of 2020 was primarily driven by the impact of the COVID-19 pandemic, with particular weakness in global oil and gas markets and industrial applications.
The operating margin decreased from 19.4% in the third quarter of 2019 to 16.6% in the third quarter of 2020 and from 17.5% in the first nine months of 2019 to 15.7% in the first nine months of 2020 primarily due to lower sales volumes and unfavorable product mix, partially offset by cost containment actions to mitigate the impact of the COVID-19 pandemic.
33
Hydraulics
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||||
| Net sales | $ | 439 | $ | 519 | (15) | % | $ | 1,357 | $ | 1,727 | (21) | % | |||||||||||||||||||||||
| Operating profit | $ | 43 | $ | 51 | (16) | % | $ | 135 | $ | 163 | (17) | % | |||||||||||||||||||||||
| Operating margin | 9.8 | % | 9.8 | % | 9.9 | % | 9.4 | % | |||||||||||||||||||||||||||
Net sales decreased 15% in the third quarter of 2020 compared to the third quarter of 2019 due to a decrease of 15% in organic sales. Net sales decreased 21% in the first nine months of 2020 compared to the first nine months of 2019 due to a decrease of 20% in organic sales and a decrease of 1% from the impact of negative currency translation. The decrease in organic sales in the third quarter and first nine months of 2020 was primarily due to the impact from the COVID-19 pandemic with weakness at both OEMs and distributors globally.
The operating margin was 9.8% in both the third quarter of 2019 and 2020. Operating margin in the third quarter of 2020 was favorably impacted by depreciation expense no longer being charged as a result of the business being classified as held for sale as discussed in Note 2 and cost containment actions to counteract the impact of the COVID-19 pandemic, fully offset by lower sales volumes. The operating margin increased from 9.4% in the first nine months of 2019 to 9.9% in the first nine months of 2020. The increase in operating margin in the first nine months of 2020 was primarily due to depreciation expense no longer being charged as a result of the business being classified as held for sale and cost containment actions to counteract the impact of the COVID-19 pandemic, partially offset by lower sales volumes.
Aerospace
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||||
| Net sales | $ | 540 | $ | 620 | (13) | % | $ | 1,681 | $ | 1,858 | (10) | % | |||||||||||||||||||||||
| Operating profit | $ | 100 | $ | 153 | (35) | % | $ | 315 | $ | 445 | (29) | % | |||||||||||||||||||||||
| Operating margin | 18.5 | % | 24.7 | % | 18.7 | % | 24.0 | % | |||||||||||||||||||||||||||
Net sales decreased 13% in the third quarter of 2020 compared to the third quarter of 2019 due to a decrease of 26% in organic sales, partially offset by an increase of 12% from the acquisition of Souriau-Sunbank Connection Technologies (Souriau-Sunbank), and an increase of 1% from the impact of positive currency translation. Net sales decreased 10% in the first nine months of 2020 compared to the first nine months of 2019 due to a decrease of 21% in organic sales, partially offset by an increase of 11% from the acquisition of Souriau-Sunbank. The decrease in organic sales in the third quarter and first nine months of 2020 was primarily due to the impact of the COVID-19 pandemic on commercial aviation, partially offset by growth in military sales.
The operating margin decreased from 24.7% in the third quarter of 2019 to 18.5% in third quarter of 2020 and from 24.0% in the first nine months of 2019 to 18.7% in the first nine months of 2020 primarily due to lower sales volumes and the acquisition of Souriau-Sunbank.
34
Vehicle
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||||
| Net sales | $ | 573 | $ | 761 | (25) | % | $ | 1,498 | $ | 2,374 | (37) | % | |||||||||||||||||||||||
| Operating profit | $ | 80 | $ | 139 | (42) | % | $ | 140 | $ | 397 | (65) | % | |||||||||||||||||||||||
| Operating margin | 14.0 | % | 18.3 | % | 9.3 | % | 16.7 | % | |||||||||||||||||||||||||||
Net sales decreased 25% in the third quarter of 2020 compared to the third quarter of 2019 due to a decrease of 20% in organic sales, a decrease of 4% from the divestiture of our Automotive Fluid Conveyance business, and a decrease of 1% from the impact of negative currency translation. The decrease in organic sales in the third quarter of 2020 was driven by lower Class 8 OEM production and weakness in light vehicle sales primarily due to the impact from the COVID-19 pandemic. Net sales decreased 37% in the first nine months of 2020 compared to the first nine months of 2019 due to a decrease of 31% in organic sales, a decrease of 4% from the divestiture of our Automotive Fluid Conveyance business, and a decrease of 2% from the impact of negative currency translation. The decrease in organic sales in the first nine months of 2020 was driven by plant shutdowns in the second quarter of 2020, lower Class 8 OEM production, and weakness in light vehicle sales primarily due to the impact from the COVID-19 pandemic.
The operating margin decreased from 18.3% in the third quarter of 2019 to 14.0% in the third quarter of 2020 and from 16.7% in the first nine months of 2019 to 9.3% in the first nine months of 2020 primarily due to lower sales volumes, partially offset by cost containment actions to mitigate the impact of the COVID-19 pandemic.
eMobility
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||||
| Net sales | $ | 79 | $ | 79 | — | % | $ | 207 | $ | 246 | (16) | % | |||||||||||||||||||||||
| Operating profit (loss) | $ | (2) | $ | 4 | (150) | % | $ | (3) | $ | 16 | (119) | % | |||||||||||||||||||||||
| Operating margin | (2.5) | % | 5.1 | % | (1.4) | % | 6.5 | % | |||||||||||||||||||||||||||
Net sales were flat in the third quarter of 2020 compared to the third quarter of 2019 due to an increase of 1% from the impact of positive currency translation, offset by a decrease of 1% in organic sales. Net sales decreased 16% in the first nine months of 2020 compared to the first nine months of 2019 due to a decrease of 16% in organic sales. The decrease in organic sales in the third quarter and the first nine months of 2020 was primarily due to the impact from the COVID-19 pandemic, with particular weakness in legacy internal combustion engine platforms.
The operating margin decreased from 5.1% in the third quarter of 2019 to negative 2.5% in the third quarter of 2020. The decrease in operating margin in the third quarter of 2020 was primarily due to increased research and development costs. The operating margin decreased from 6.5% in the first nine months of 2019 to negative 1.4% in the first nine months of 2020. The decrease in operating margin in the first nine months of 2020 was primarily due to lower sales volumes and increased research and development costs.
35
Corporate Expense
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||||||||||||||
| Amortization of intangible assets | $ | 90 | $ | 93 | (3) | % | $ | 265 | $ | 280 | (5) | % | |||||||||||||||||||||||
| Interest expense - net | 41 | 47 | (13) | % | 113 | 157 | (28) | % | |||||||||||||||||||||||||||
| Pension and other postretirement benefits expense | 9 | 5 | 80 | % | 29 | 7 | 314 | % | |||||||||||||||||||||||||||
| Restructuring program charges | 10 | — | NM | 197 | — | NM | |||||||||||||||||||||||||||||
| Other expense - net | 121 | 130 | (7) | % | 325 | 325 | — | % | |||||||||||||||||||||||||||
| Total corporate expense | $ | 271 | $ | 275 | (1) | % | $ | 929 | $ | 769 | 21 | % | |||||||||||||||||||||||
Total corporate expense was $271 in the third quarter of 2020 compared to Total corporate expense of $275 in the third quarter of 2019. The decrease in Total corporate expense for the third quarter was primarily due to Other expense - net, driven by lower acquisition and divestiture charges. Total corporate expense was $929 in the first nine months of 2020 compared to Total corporate expense of $769 in the first nine months of 2019. The increase in Total corporate expense for the first nine months of 2020 was primarily due to the multi-year restructuring program discussed in Note 13, partially offset by lower Interest expense - net.
LIQUIDITY, CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION
Financial Condition and Liquidity
Eaton’s objective is to finance its business through operating cash flow and an appropriate mix of equity and long-term and short-term debt. By diversifying its debt maturity structure, Eaton reduces liquidity risk. The Company maintains access to the commercial paper markets through a $2,000 commercial paper program, which is supported by credit facilities in the aggregate principal amount of $2,000. There were no borrowings outstanding under these revolving credit facilities at September 30, 2020. Over the course of a year, cash, short-term investments, and short-term debt may fluctuate in order to manage global liquidity. Eaton continues to be able to access commercial paper markets on the same basis as in prior periods. Although the COVID-19 pandemic negatively impacted third quarter results and we expect it may also have an unfavorable impact on fourth quarter results, our businesses continue to generate substantial cash. In addition, Eaton completed the $1.4 billion sale of our Lighting Business on March 2, 2020 and expects to complete the sale of our Hydraulics Business for $3.3 billion in cash by the end of the first quarter of 2021. Accordingly, Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, and access to capital markets in excess of the liquidity necessary to meet future operating needs of the business as well as scheduled payments of long-term debt.
Eaton was in compliance with each of its debt covenants for all periods presented.
Sources and Uses of Cash
Operating Cash Flow
Net cash provided by operating activities was $2,001 in the first nine months of 2020, a decrease of $513 in the source of cash compared to $2,514 in the first nine months of 2019. The decrease in net cash provided by operating activities in the first nine months of 2020 was driven by lower net income, partially offset by lower working capital balances compared to 2019.
Investing Cash Flow
Net cash provided by investing activities was $709 in the first nine months of 2020, an increase of $1,541 in the source of cash compared to net cash used of $832 in the first nine months of 2019. The increase in the source of cash was primarily driven by proceeds from the sale of the Lighting business discussed in Note 2 and lower capital expenditures of $291 in 2020 compared to $441 in 2019.
Financing Cash Flow
Net cash used in financing activities was $2,619 in the first nine months of 2020, an increase of $1,196 in the use of cash compared to $1,423 in the first nine months of 2019. The increase in the use of cash was primarily due to lower proceeds from borrowings of $2 in 2020 compared to $1,232 in 2019 and higher share repurchases of $1,464 in 2020 compared to $978 in 2019, partially offset by lower payments on borrowings of $262 in 2020 compared to $757 in 2019.
36
Guaranteed Debt
Issuers, Guarantors and Guarantor Structure
Eaton Corporation has issued senior notes pursuant to indentures dated April 1, 1994 (the 1994 Indenture), November 20, 2012 (the 2012 Indenture) and September 15, 2017 (the 2017 Indenture). Eaton Electric Holdings LLC, a subsidiary of Eaton, has issued senior notes pursuant to an indenture dated December 7, 2010 (the 2010 Indenture). These senior notes of both Eaton Corporation and Eaton Electrical Holdings LLC are registered under the Securities Act of 1933, as amended (the Registered Senior Notes). Eaton Corporation is also the issuer of two outstanding series of privately placed debt securities (the PPNs), and Eaton Capital Unlimited Company, another subsidiary of Eaton, is the issuer of three outstanding series of debt securities sold in offshore transactions under Regulation S promulgated under the Securities Act (the Eurobonds). The PPNs, the Eurobonds and the Registered Senior Notes (together, the Senior Notes) comprise substantially all of Eaton’s long-term indebtedness.
Substantially all of the Senior Notes, together with the credit facilities described above under Financial Condition and Liquidity (the Credit Facilities), are guaranteed by Eaton and 21 of its subsidiaries. Accordingly, they rank equally with each other. However, because these obligations are not secured, they would be effectively subordinated to any existing or future secured indebtedness of Eaton and its subsidiaries. As of September 30, 2020, Eaton has no material, long-term secured debt. The guaranteed Registered Senior Notes are also structurally subordinated to the liabilities of Eaton's subsidiaries that are not guarantors. Except as described below under Future Guarantors, Eaton is not obligated to cause its subsidiaries to guarantee the Registered Senior Notes.
The table set forth in Exhibit 22 filed with the Form 10-Q filed on April 30, 2020, details the primary obligors and guarantors with respect to the guaranteed Registered Senior Notes.
Terms of Guarantees of Registered Securities
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 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 is 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.
Generally, each guarantee of the Registered Senior Notes by a guarantor other than Eaton provides that it will be automatically and unconditionally released and discharged upon:
(a)the consummation of any transaction permitted under the applicable indenture resulting in such guarantor ceasing to be a subsidiary, such as a sale to a third party;
(b)such guarantee (so long as the guarantor is not obligated under any other U.S. debt obligations), becoming prohibited by any applicable law, rule or regulation or by any contractual obligation;
(c)such guarantee resulting in material adverse tax consequences to Eaton or any of its subsidiaries (so long as the applicable guarantor is not obligated under any other U.S. debt obligation); or
(d)such guarantor becoming a controlled foreign corporation within the meaning Section 957(a) of the Internal Revenue Code (a CFC), or an entity the material assets of which is limited to equity interests of a CFC.
Notwithstanding the foregoing, each guarantee by a direct or indirect parent of Eaton Corporation (other than Eaton) provides that it will be released only under the circumstances described in subparagraphs (b) and (c) above.
The guarantee of Eaton does not contain any release provisions.
Notwithstanding the provisions above, the 2010 Indenture provides that certain legacy Cooper subsidiaries may only be released from the Senior Notes issued under the 2010 Indenture upon ceasing to be a subsidiary of Eaton Electrical Holdings LLC (other than by consolidation with, or merger into, Eaton Electric Holdings LLC or another subsidiary thereof) or by conveying substantially all of its properties and assets to a person other than Eaton Electric Holdings LLC or another subsidiary thereof.
37
Future Guarantors
The 2012 and 2017 Indentures generally provide that, with certain limited exceptions, any subsidiary of Eaton must become a guarantor if it becomes obligated as borrower or guarantor under any series of debt securities or a syndicated credit facility. Further, any entity that becomes a direct or indirect parent entity of Eaton Corporation and holds any material assets, with certain limited exceptions, or owes any material liabilities must become a guarantor.
The 1994 Indenture and the 2010 Indenture do not contain provisions with respect to future guarantors.
Summarized Financial Information of Guarantors and Issuers
| September 30, 2020 | December 31, 2019 | |||||||||||||
| Current assets | $ | 3,903 | $ | 4,082 | ||||||||||
| Noncurrent assets | 11,685 | 13,181 | ||||||||||||
| Current liabilities | 3,094 | 2,703 | ||||||||||||
| Noncurrent liabilities | 8,918 | 10,023 | ||||||||||||
| Amounts due to subsidiaries that are non-issuers and non-guarantors - net | 21,647 | 37,050 | ||||||||||||
| Nine months ended September 30 | ||||||||||||||
| 2020 | ||||||||||||||
| Net sales | $ | 7,606 | ||||||||||||
| Sales to subsidiaries that are non-issuers and non-guarantors | 614 | |||||||||||||
| Cost of products sold | 6,389 | |||||||||||||
| Expense from subsidiaries that are non-issuers and non-guarantors - net | 425 | |||||||||||||
| Net loss | (599) | |||||||||||||
The financial information presented is that of Eaton Corporation and the Guarantors, which includes Eaton Corporation plc, on a combined basis and the financial information of non-issuer and non-guarantor subsidiaries has been excluded. Intercompany balances and transactions between Eaton Corporation and Guarantors have been eliminated, and amounts due from, amounts due to, and transactions with non-issuer and non-guarantor subsidiaries have been presented separately.
FORWARD-LOOKING STATEMENTS
This Form 10-Q Report contains forward-looking statements concerning the anticipated completion of the divestiture of our Hydraulics business, anticipated additional charges and projected savings from restructuring actions, the future impact of COVID-19, the performance of our end markets and legal contingencies, among other matters. 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: unanticipated changes in the markets for the Company’s business segments; unanticipated downturns in business relationships with customers or their purchases from us; the potential effects on our businesses from natural disasters; the availability of credit to customers and suppliers; competitive pressures on sales and pricing; unanticipated changes in the cost of material and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute resolutions; strikes or other labor unrest; the impact of acquisitions and divestitures; unanticipated difficulties integrating acquisitions; new laws and governmental regulations; interest rate changes; tax rate changes or exposure to additional income tax liability; stock market and currency fluctuations; war, civil or political unrest or terrorism; the course of the COVID-19 pandemic and government responses thereto, 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.
38
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in exposures to market risk since December 31, 2019.
ITEM 4.CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures - Pursuant to SEC Rule 13a-15, an evaluation was performed under the supervision and with the participation of Eaton’s management, including Craig Arnold - Principal Executive Officer; and Richard H. Fearon - Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, management concluded that Eaton’s disclosure controls and procedures were effective as of September 30, 2020.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in Eaton’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Eaton’s reports filed under the Exchange Act is accumulated and communicated to management, including Eaton’s Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.
During the third quarter of 2020, there was no change in Eaton’s internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Management is currently evaluating the impact of businesses acquired in the past twelve months on Eaton's internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS.
Information regarding the Company's current legal proceedings is presented in Note 8 of the Notes to the condensed consolidated financial statements.
ITEM 1A.RISK FACTORS.
“Item 1A. Risk Factors” in Eaton's 2019 Form 10-K includes a discussion of the Company's risk factors. There have been no material changes from the risk factors described in the 2019 Form 10-K, except as follows:
The recent coronavirus (COVID -19) outbreak has negatively impacted our results of operations.
As a result of the COVID-19 pandemic outbreak, authorities have implemented measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in place-orders, and shut downs, and consumers have changed their demand patterns. As a result, our operations and financial results have been impacted. The degree to which COVID-19 impacts our future results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions resume.
39
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(c) Issuer's Purchases of Equity Securities
During the third quarter of 2020, 1.7 million ordinary shares were repurchased in the open market at a total cost of $177 million. These shares were repurchased under the program approved by the Board on February 27, 2019 (the 2019 Program). A summary of the shares repurchased in the third quarter of 2020 follows:
| Month | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) | ||||||||||||||||||||||
| July | — | $ | — | — | $ | 2,402 | ||||||||||||||||||||
| August | — | $ | — | — | $ | 2,402 | ||||||||||||||||||||
| September | 1,770,709 | $ | 100.21 | 1,770,709 | $ | 2,225 | ||||||||||||||||||||
| Total | 1,770,709 | $ | 100.21 | 1,770,709 | ||||||||||||||||||||||
40
ITEM 6.EXHIBITS.
Eaton Corporation plc
Third Quarter 2020 Report on Form 10-Q
| 3 (i) | |||||||||||
| 3 (ii) | |||||||||||
| 4.1 | |||||||||||
| 4.2 | |||||||||||
| 4.3 | |||||||||||
| 4.4 | |||||||||||
| 4.5 | |||||||||||
| 4.6 | |||||||||||
| 4.7 | |||||||||||
| 4.8 | Pursuant to Regulation S-K Item 601(b)(4), Eaton agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its long-term debt other than those set forth in Exhibits (4.2 - 4.7) hereto | ||||||||||
| 22 | |||||||||||
| 31.1 | |||||||||||
| 31.2 | |||||||||||
| 32.1 | |||||||||||
| 32.2 | |||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. * | ||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document * | ||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document * | ||||||||||
| 101.DEF | XBRL Taxonomy Extension Label Definition Document * | ||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document * | ||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document * | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||||||||||
_______________________________
| * | Submitted electronically herewith. | |||||||
41
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EATON CORPORATION plc | ||||||||||||||
| Registrant | ||||||||||||||
| Date: | November 3, 2020 | By: | /s/ Richard H. Fearon | |||||||||||
| Richard H. Fearon | ||||||||||||||
| Principal Financial Officer | ||||||||||||||
| (On behalf of the registrant and as Principal Financial Officer) | ||||||||||||||
42