Eaton Corp plc 10-Q for FY2026 Q3
Eaton Corp plc (ETN)
10-Q
2026-11-03
For: 2026-09-30
View Original
Added on
November 03, 2026
About this 10-Q
Eaton Corp plc filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Eaton reported third-quarter 2026 net sales of $8,947 million, up 28%, and adjusted earnings of $1,433 million, up 20%; gross profit margin declined to 34.7% from 38.3%. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $8.95B
- up 28.0% from $6.99B a year earlier
- Net income
- $1.08B
- up 6.7% from net income of $1.01B a year earlier
- Diluted EPS
- $2.77
- up 6.9% from $2.59 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended September 30, 2026
OR
For the transition period from _____ to ______
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 No.) | ||||||||||||||||
| (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(s) | 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 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.
| ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | |||||||||||||||||||
| Smaller reporting company | Emerging growth 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 388.5 million ordinary shares outstanding as of September 30, 2026.
| 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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||||||||
| Selling and administrative expense | |||||||||||||||||||||||||||||
| Research and development expense | |||||||||||||||||||||||||||||
| Interest expense - net | |||||||||||||||||||||||||||||
| 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 | $ | $ | $ | $ | |||||||||||||||||||||||||
| 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) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| 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, 2026 | December 31, 2025 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable - net | |||||||||||
| Inventory | |||||||||||
| 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 | |||||||||||
| 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) | 2026 | 2025 | |||||||||||||||
| 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 | ( | ( | |||||||||||||||
| Changes in working capital | ( | ( | |||||||||||||||
| Other - net | |||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Investing activities | |||||||||||||||||
| Capital expenditures for property, plant and equipment | ( | ( | |||||||||||||||
| Cash paid for acquisition of businesses, net of cash acquired | ( | ( | |||||||||||||||
| Proceeds from sales of property, plant and equipment | |||||||||||||||||
| Investments in nonmarketable securities | ( | ||||||||||||||||
| Sales (purchases) of short-term investments - net | ( | ||||||||||||||||
Proceeds from (payments for) settlement of currency exchange contracts not designated as hedges - net | ( | ||||||||||||||||
| Other - net | ( | ( | |||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||
| Financing activities | |||||||||||||||||
| Proceeds from borrowings | |||||||||||||||||
| Payments on borrowings | ( | ( | |||||||||||||||
| Short-term debt - net | |||||||||||||||||
| Debt issuance costs | ( | ( | |||||||||||||||
| Cash dividends paid | ( | ( | |||||||||||||||
| Exercise of employee stock options | |||||||||||||||||
| Repurchase of shares | ( | ||||||||||||||||
| Employee taxes paid from shares withheld | ( | ( | |||||||||||||||
| Other - net | ( | ||||||||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||||||||
| Effect of currency on cash | ( | ||||||||||||||||
| Total decrease 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). Columns and rows may not add and the sum of components may not equal total amounts reported due to rounding.
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 2025 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 2026, Eaton re-segmented certain business segments due to a reorganization of the Company's businesses. The new segment is Mobility, which consists of the legacy Vehicle and eMobility segments. Historical segment information has been recast to reflect this change.
Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). This accounting standard requires disaggregated income statement expense disclosures on an annual and interim basis, including inventory purchases, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains these expenses. The standard also requires disclosure of total selling expenses on an annual and interim basis, and the definition of those expenses disclosed annually. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and may be applied prospectively or retrospectively. The Company is evaluating the impact of ASU 2024-03 and expects the standard will only impact its disclosures with no material impact to the consolidated financial statements.
In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). This accounting standard changes when software project costs should be capitalized by removing all references to development stages and requiring costs to be capitalized when (1) the Company authorizes and commits to funding the software project and (2) it is probable the software project will be completed. The standard also requires additional annual and interim disclosures, including the capitalized software balance and accumulated amortization. ASU 2025-06 is effective for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2027, with early adoption permitted and may be applied prospectively, retrospectively, or using a modified prospective transition approach. The Company is evaluating the impact of ASU 2025-06 to the consolidated financial statements and related disclosures.
In December 2025, the FASB issued Accounting Standards Update 2025-10, Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities (ASU 2025-10). This accounting standard requires a government grant to be recognized when (1) it is probable the conditions of the grant will be met and (2) the grant will be received. ASU 2025-10 is effective for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2028, with early adoption permitted and may be applied using a modified prospective approach, modified retrospective approach, or a retrospective approach. The Company is evaluating the impact of ASU 2025-10 to the consolidated financial statements and related disclosures.
6
Note 2. ACQUISITIONS AND DIVESTITURE OF BUSINESSES
Acquisition of Fibrebond Corporation
On April 1, 2025, Eaton acquired Fibrebond Corporation (Fibrebond) for $1.43 billion, net of cash acquired. Fibrebond is a U.S. based designer and builder of pre-integrated modular power enclosures for data center, industrial, utility and communications customers. Fibrebond is reported within the Electrical Americas business segment.
The acquisition of Fibrebond 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. During the measurement period, which ended in March 2026, opening balance sheet adjustments were made to finalize Eaton's fair value estimates based on the final valuations received, which are summarized in the table below. The measurement period adjustments did not have a material impact to the Consolidated Statements of Income.
| (In millions) | Preliminary Allocation | Measurement Period Adjustments | Final Allocation | |||||||||||||||||
| Accounts receivable | $ | $ | ( | $ | ||||||||||||||||
| Inventory | ||||||||||||||||||||
| Prepaid expenses and other current assets | ( | |||||||||||||||||||
| Property, plant and equipment | ||||||||||||||||||||
| Other intangible assets | ||||||||||||||||||||
| Other assets | ||||||||||||||||||||
| Accounts payable | ( | ( | ||||||||||||||||||
| Other current liabilities | ( | ( | ||||||||||||||||||
| Other noncurrent liabilities | ( | ( | ( | |||||||||||||||||
| Total identifiable net assets | ||||||||||||||||||||
| Goodwill | ( | |||||||||||||||||||
| Total consideration, net of cash received | $ | $ | ( | $ | ||||||||||||||||
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring Fibrebond. Goodwill recognized as a result of the acquisition is deductible for tax purposes. The estimated fair value of the customer relationships, technology, trademarks and backlog intangible assets of $410 million, $171 million, $74 million and $60 million, respectively were determined using either the relief-from-royalty model or the multi-period excess earnings model, which are discounted cash flow models that rely on the Company's estimates. These estimates require judgment of future revenue growth rates, future margins, 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. The estimated useful lives for the customer relationships, technology, trademarks and backlog intangible assets were 17 years, 9 years, 17 years and 2 years, respectively. See Note 6 for additional information about goodwill.
As part of the acquisition, Eaton assumed $240 million of employee transaction and retention awards. Awards vest in six equal annual installments starting in the second quarter of 2025, subject to continued employment with Eaton. Forfeited employee awards are paid to former Fibrebond shareholders annually. Eaton recognizes compensation expense for the awards over the requisite service period and any employee forfeitures owed to former Fibrebond shareholders are expensed immediately in Other expense - net. Expense related to the awards is reported in the Consolidated Statements of Income as follows:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Cost of products sold | $ | $ | $ | $ | |||||||||||||||||||||||||
| Selling and administrative expense | |||||||||||||||||||||||||||||
| Other expense - net | |||||||||||||||||||||||||||||
| Total expense | $ | $ | $ | $ | |||||||||||||||||||||||||
Eaton's 2025 condensed consolidated financial statements include Fibrebond results of operations, including segment operating profit of $106 million on sales of $323 million, from the date of acquisition through September 30, 2025.
7
Acquisition of Resilient Power Systems Inc.
On August 6, 2025, Eaton acquired Resilient Power Systems Inc. (Resilient), a leading North American developer and manufacturer of innovative energy solutions, including solid-state transformer-based technology. Resilient was acquired for $86 million, including $55 million of cash paid at closing and an initial estimate of $31 million for the fair value of contingent future consideration based on 2025 through 2028 revenue performance and achievement of technology-based milestones. The fair value of contingent consideration liabilities is estimated by discounting contingent payments expected to be made, and may increase or decrease based on changes in milestone achievements and discount rates, with a maximum possible undiscounted value of $45 million. As of September 30, 2026, the fair value of the contingent future payments is $32 million. Resilient is reported within the Electrical Americas business segment.
As part of the acquisition, Eaton assumed employee incentives with a maximum payout of $50 million contingent upon achievement of the same revenue performance and technology-based milestones, as well as continued employment with Eaton. The incentives will be paid over three years , starting in 2026 and concluding in 2028. As of September 30, 2026, the Company expects to pay $50 million of employee incentives based on the estimated probability of the milestones being achieved. Compensation expense is recognized over the requisite service period. During the third quarter of 2026, the Company recognized compensation expense of $4 million which was included in Selling and administrative expense on the Consolidated Statements of Income. During the first nine months of 2026, compensation expense of $19 million and $1 million were included in Selling and administrative expense and Research and development expense, respectively. During the third quarter of 2025, compensation expense of $4 million was included in Selling and administrative expense.
Investment in SPAN
On January 15, 2026, Eaton invested $75 million in SPAN for a stake of approximately 7 percent. SPAN is a manufacturer of smart panel and power controls technology to further enable affordable home electrification at scale. Eaton accounts for this nonmarketable investment at cost, less impairment, adjusted for observable price changes. The investment is included in Other assets on the Consolidated Balance Sheets.
Acquisition of Ultra PCS Limited
On January 23, 2026, Eaton acquired Ultra PCS Limited (Ultra PCS) for $1.53 billion, net of cash acquired. Ultra PCS is headquartered in the U.K. with operations in the U.K. and the U.S. Ultra PCS produces electronic controls, sensing, stores ejection and data processing solutions, enabling mission success for global aerospace customers in the air and on the ground. Ultra PCS is reported within the Aerospace business segment.
The acquisition of Ultra PCS 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, as well as measurement period adjustments recorded as of September 30, 2026. The table below summarizes the preliminary 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 updated and finalized, further information becomes available and additional analyses are performed. These differences could have a material impact on Eaton's preliminary purchase price allocation. The current measurement period adjustments did not have a material impact to the Consolidated Statements of Income.
| (In millions) | Preliminary Allocation | Measurement Period Adjustments | Adjusted Preliminary Allocation | |||||||||||||||||
| Accounts receivable | $ | $ | $ | |||||||||||||||||
| Inventory | ||||||||||||||||||||
| Prepaid expenses and other current assets | ( | |||||||||||||||||||
| Property, plant and equipment | ||||||||||||||||||||
| Other intangible assets | ( | |||||||||||||||||||
| Other assets | ||||||||||||||||||||
| Accounts payable | ( | ( | ||||||||||||||||||
| Other current liabilities | ( | ( | ||||||||||||||||||
| Other noncurrent liabilities | ( | ( | ( | |||||||||||||||||
| Total identifiable net assets | ( | |||||||||||||||||||
| Goodwill | ||||||||||||||||||||
| Total consideration, net of cash received | $ | $ | $ | |||||||||||||||||
8
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring Ultra PCS. As a result of the acquisition, goodwill of $97 million recognized in the United States is expected to be deductible for tax purposes. Other intangible assets of $774 million include customer relationships, technology, trademarks and backlog. Given the timing of the acquisition, Eaton used a preliminary third-party valuation to determine the fair values for intangible assets and will continue to revise during the measurement period. See Note 6 for additional information about goodwill.
The Company incurred $17 million of acquisition related transaction costs during the first nine months of 2026 for Ultra PCS that were included in Selling and administrative expense on the Consolidated Statements of Income.
Eaton's 2026 condensed consolidated financial statements include Ultra PCS results of operations, including segment operating profit of $47 million on sales of $166 million, from the date of acquisition through September 30, 2026.
Acquisition of Boyd Thermal
On March 12, 2026, Eaton acquired Boyd Thermal for $9.55 billion, net of cash acquired. Boyd Thermal is a U.S. based global leader in thermal components, systems, and ruggedized solutions for data center, aerospace and other end-markets. Boyd Thermal employs more than 6,000 people with manufacturing sites across North America, Asia, and Europe. Boyd Thermal is reported within the Electrical Global business segment.
The acquisition of Boyd Thermal 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, as well as measurement period adjustments recorded as of September 30, 2026. The table below summarizes the preliminary 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 updated and finalized, further information becomes available and additional analyses are performed. These differences could have a material impact on Eaton's preliminary purchase price allocation. The current measurement period adjustments did not have a material impact to the Consolidated Statements of Income.
| (In millions) | Preliminary Allocation | Measurement Period Adjustments | Adjusted Preliminary Allocation | |||||||||||||||||
| Accounts receivable | $ | $ | $ | |||||||||||||||||
| Inventory | ||||||||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||||||||
| Property, plant and equipment | ( | |||||||||||||||||||
| Other intangible assets | ||||||||||||||||||||
| Other assets | ||||||||||||||||||||
| Accounts payable | ( | ( | ||||||||||||||||||
| Other current liabilities | ( | ( | ( | |||||||||||||||||
| Other noncurrent liabilities | ( | ( | ( | |||||||||||||||||
| Total identifiable net assets | ||||||||||||||||||||
| Goodwill | ( | |||||||||||||||||||
| Total consideration, net of cash received | $ | $ | $ | |||||||||||||||||
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring Boyd Thermal. Goodwill recognized as a result of the acquisition is not expected to be deductible for tax purposes. Other intangible assets of $7,142 million include customer relationships, technology and backlog. Given the timing of the acquisition, Eaton used a preliminary third-party valuation to determine the fair values for intangible assets and will continue to revise during the measurement period. See Note 6 for additional information about goodwill.
The Company incurred $36 million of acquisition related transaction costs during the first nine months of 2026 for Boyd Thermal that were included in Selling and administrative expense on the Consolidated Statements of Income.
Eaton's 2026 condensed consolidated financial statements include Boyd Thermal results of operations, including segment operating profit of $257 million on sales of $1,058 million, from the date of acquisition through September 30, 2026.
9
Agreement to Acquire COL Group
On September 25, 2026, Eaton signed an agreement to acquire COL Group, a leader in medium-voltage electrical distribution solutions, including SF₆-free switchgear, grid automation technologies and modular power systems. COL Group has approximately 400 employees and facilities in Turin, Milan, Bergamo, and Catania, Italy. Under the terms of the agreement, Eaton will pay €810 million ($921 million, translated at the September 30, 2026 exchange rate) for COL Group. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the first quarter of 2027. COL Group will be reported within the Electrical Global business segment.
Planned Separation of Mobility Business
On January 26, 2026, Eaton announced its intention to separate its Mobility business segment from the rest of Eaton via a spin-off. On June 10, 2026, Eaton entered into definitive agreements with Dana Incorporated (Dana), and on October 16, 2026, entered into a supplemental letter agreement, whereby Eaton will separate the Mobility business and combine it with Dana in a Reverse Morris Trust (RMT) transaction (collectively referred to as the Transaction). As part of the Transaction, Eaton will distribute the Mobility business (other than certain assets and liabilities that will be sold directly to Dana in a concurrent asset sale) to Eaton shareholders through an exchange offer (split-off), in which Eaton shareholders will have the opportunity to tender their Eaton shares in exchange for shares of Mobility (USA) Corporation, a wholly owned subsidiary of Eaton (SpinCo), followed, if necessary, by a clean-up pro rata distribution. Immediately thereafter, a two-step merger will take place. In the first merger step, a direct, wholly owned corporation subsidiary of SpinCo will merge with and into Dana, with Dana surviving such first merger as a direct, wholly owned subsidiary of SpinCo. Then immediately following the first merger, Dana will merge with and into a direct, wholly owned limited liability company subsidiary of SpinCo (the Second Merger Sub), with the Second Merger Sub surviving as a direct, wholly owned subsidiary of SpinCo. Following completion of the Transaction, Eaton shareholders are expected to own 50.1 % of the combined company's outstanding shares. Certain of Eaton's subsidiaries will also receive a cash distribution of approximately $1.1 billion prior to completion of the Transaction, subject to a customary cash and indebtedness adjustment and tax payments to various global jurisdictions and transaction related adjustments. Eaton expects to use the cash distribution consistent with its capital allocation framework, including repayment of outstanding indebtedness.
The RMT transaction is intended to be tax-free for U.S. federal income tax purposes to Eaton and Eaton’s shareholders and is expected to close in the first four months of 2027, subject to Dana stockholder approval, regulatory approvals, and customary closing conditions. Until the Transaction closes, the Mobility business segment will continue to operate as a business segment of Eaton and its financial results reported in Eaton’s continuing operations. In the event the Transaction is not consummated, Eaton intends to separate its Mobility business segment in a spin-off.
10
Note 3. REVENUE RECOGNITION
The following table provides disaggregated sales by lines of businesses, geographic destination, market channel or end market, as applicable, for the Company's business segments:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Electrical Americas | |||||||||||||||||||||||||||||
| Products | $ | $ | $ | $ | |||||||||||||||||||||||||
| Systems | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
| Electrical Global | |||||||||||||||||||||||||||||
| Products | $ | $ | $ | $ | |||||||||||||||||||||||||
| Systems | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
| Aerospace | |||||||||||||||||||||||||||||
| Original Equipment Manufacturers | $ | $ | $ | $ | |||||||||||||||||||||||||
| Aftermarket | |||||||||||||||||||||||||||||
| Industrial and Other | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
| Mobility | |||||||||||||||||||||||||||||
| Vehicle | $ | $ | $ | $ | |||||||||||||||||||||||||
| eMobility | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||||||||
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 receivable from customers were $6,535 million and $4,682 million at September 30, 2026 and December 31, 2025, 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 $1,158 million and $759 million at September 30, 2026 and December 31, 2025, respectively, and are recorded in Prepaid expenses and other current assets. The increase in unbilled receivables reflects higher revenue recognized and not yet billed from increased business activity in 2026, higher revenue recognized over time in 2026, and unbilled receivables associated with the Ultra PCS acquisition.
11
Changes in the deferred revenue liabilities are as follows:
| (In millions) | Deferred Revenue | ||||
Balance at January 1, 2026 | $ | ||||
| Customer deposits and billings | |||||
| Revenue recognized in the period | ( | ||||
| Deferred revenue from business acquisition | |||||
| Translation | ( | ||||
Balance at September 30, 2026 | $ | ||||
| (In millions) | Deferred Revenue | ||||
Balance at January 1, 2025 | $ | ||||
| Customer deposits and billings | |||||
| Revenue recognized in the period | ( | ||||
| Deferred revenue from business acquisitions | |||||
| Translation | |||||
Balance at September 30, 2025 | $ | ||||
Deferred revenue liabilities of $1,171 million and $899 million as of September 30, 2026 and December 31, 2025, respectively, were included in Other current liabilities on the Consolidated Balance Sheets with the remaining balance presented in Other noncurrent liabilities.
A significant portion of open orders placed with Eaton are by customers of electrical products and electrical system and services, original equipment manufacturers or distributors. These open orders are not considered firm as they have been historically subject to releases by customers. In measuring backlog of unsatisfied or partially satisfied obligations, only the amount of orders to which customers are firmly committed are included. Using this criterion, total backlog at September 30, 2026 was approximately $26.2 billion. At September 30, 2026, approximately 72 % of this backlog is targeted for delivery to customers in the next twelve months and the rest thereafter.
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-off based on historic experience adjusted for current market conditions. The Company's global credit department performs 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 current 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.
Accounts receivable are net of an allowance for credit losses of $63 million and $57 million at September 30, 2026 and December 31, 2025, respectively. The change in the allowance for credit losses includes expense and net write-offs, none of which are significant.
12
Note 5. INVENTORY
Inventory is carried at lower of cost or net realizable value using the first-in, first-out (FIFO) method. The components of inventory are as follows:
| (In millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventory | $ | $ | |||||||||
Note 6. GOODWILL
Changes in the carrying amount of goodwill by business segment are as follows:
| (In millions) | January 1, 2026 | Additions | Translation | September 30, 2026 | |||||||||||||||||||||||||||||||
| Electrical Americas | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Electrical Global | ( | ||||||||||||||||||||||||||||||||||
| Aerospace | ( | ||||||||||||||||||||||||||||||||||
| Mobility | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
During the first quarter of 2026, Eaton re-segmented certain business segments due to a reorganization of the Company's businesses. The new segment is Mobility, which consists of the legacy Vehicle and eMobility segments. The Company's reporting units are equivalent to the business segments, except for the Aerospace segment which continues to have two reporting units.
As a result of the re-segmentation, the goodwill of the legacy Vehicle and eMobility reporting units was combined and assigned to the new Mobility reporting unit. The re-segmentation did not result in a reallocation of goodwill using a relative fair value methodology, as the re-segmentation resulted in a combination of previously existing reporting units and did not change the composition of other reporting units.
The 2026 additions to goodwill relate primarily to the anticipated synergies of acquiring Boyd Thermal and Ultra PCS. The allocation of the purchase price from the Ultra PCS and Boyd Thermal acquisitions are preliminary and will be completed during the measurement period.
13
Note 7. SUPPLY CHAIN FINANCE PROGRAM
The Company negotiates payment terms directly with its suppliers for the purchase of goods and services. In addition, a third-party financial institution offers a voluntary supply chain finance (SCF) program that enables certain of the Company’s suppliers, at the supplier’s sole discretion, to sell receivables due from the Company to the financial institution on terms directly negotiated with the financial institution. If a supplier elects to participate in the SCF program, the supplier decides which invoices are sold to the financial institution and the Company has no economic interest in a supplier’s decision to sell an invoice. Payments by the Company to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. The amounts due to the financial institution for suppliers that participate in the SCF program are included in on the Consolidated Balance Sheets, and the associated payments are included in operating activities on the Condensed Consolidated Statements of Cash Flows.
The changes in SCF obligations are as follows:
| (In millions) | SCF Obligations | ||||||||||
Balance at January 1, 2026 | $ | ||||||||||
| Invoices confirmed during the period | |||||||||||
| Invoices paid during the period | ( | ||||||||||
| Translation | ( | ||||||||||
Balance at September 30, 2026 | $ | ||||||||||
| (In millions) | SCF Obligations | ||||||||||
Balance at January 1, 2025 | $ | ||||||||||
| Invoices confirmed during the period | |||||||||||
| Invoices paid during the period | ( | ||||||||||
Balance at September 30, 2025 | $ | ||||||||||
14
Note 8. DEBT
On February 6, 2026, Eaton Corporation, a subsidiary of Eaton, exercised a $1,000 million upsize of the existing $3,000 million five-year revolving credit agreement, increasing the total facility size to $4,000 million. The facility’s maturity date remains unchanged at September 27, 2030. The revolving credit facility is used to support commercial paper borrowings and is fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. There were no borrowings outstanding under the revolving credit facility at September 30, 2026. Also on February 6, 2026, the Company increased its commercial paper program from $3,000 million to $4,000 million. The Company maintains access to the commercial paper markets through its $4,000 million commercial paper program, of which $1,592 million was outstanding on September 30, 2026.
On March 6, 2026, Eaton Corporation, a subsidiary of Eaton, issued notes (2026 U.S. Notes) with an aggregate face amount of $8,500 million. The 2026 U.S. Notes are comprised of six tranches: 3.850 % notes due 2028 in the amount of $1,500 million; 3.950 % notes due 2029 in the amount of $1,500 million; 4.200 % notes due 2031 in the amount of $1,500 million; 4.500 % notes due 2033 in the amount of $1,000 million; 4.800 % notes due 2036 in the amount of $2,000 million; and 5.450 % notes due 2056 in the amount of $1,000 million. Interest is payable semi-annually. The issuer received proceeds totaling $8,421 million from the 2026 U.S. Notes issuance, net of financing costs and discounts. The 2026 U.S. Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2026 U.S. Notes contain customary optional redemption and par call provisions. The 2026 U.S. Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2026 U.S. Notes at a purchase price of 101 % of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the respective terms of the 2026 U.S. Notes. The 2026 U.S. Notes are subject to customary non-financial covenants.
On March 10, 2026, Eaton Capital Unlimited Company, a subsidiary of Eaton, issued Euro denominated notes (2026 Euro Notes) with an aggregate face amount of €1,200 million ($1,390 million). The 2026 Euro Notes are comprised of two tranches of €600 3.550 % and 4.000 % per annum. The issuer received proceeds totaling €1,191 million ($1,379 million) from the 2026 Euro Notes issuance, net of financing costs and discounts. The 2026 Euro Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2026 Euro Notes contain customary optional redemption and par call provisions. The 2026 Euro Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2026 Euro Notes at a purchase price of 101 % of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the respective terms of the 2026 Euro Notes. The 2026 Euro Notes are subject to customary non-financial covenants.
On March 6, 2026, Eaton Corporation, a subsidiary of Eaton, terminated the $8,000 million senior unsecured delayed-draw term loan facility (Term Credit Agreement) entered into on February 6, 2026. No loans were outstanding as of the date of termination and the Company incurred no fees or penalties in connection with the termination. The Term Credit Agreement was terminated in connection with the issuance of the 2026 U.S. Notes and 2026 Euro Notes.
Concurrently with the execution of the definitive agreements with Dana on June 10, 2026 to separate the Mobility business and combine it with Dana in a RMT transaction, Mobility (USA) Corporation, a wholly owned subsidiary of Eaton, and Dana entered into a senior unsecured bridge facility (Bridge Facility) with an initial aggregate principal amount of $2.6 billion. Subsequently, Mobility (USA) Corporation and Dana became a party to a $350 million senior secured term loan A (Term A Facility) commitment and a $1.2 billion senior secured revolving credit facility (Revolving Credit Facility) commitment. The commitments under the Bridge Facility were reduced by $350 million simultaneously with the execution of the Term A Facility commitment. The aggregate proceeds of the Bridge Facility, to the extent not reduced or replaced by any additional permanent financing (the Additional Permanent Financing), the Term A Facility, and/or any Additional Permanent Financing are expected to be used by Mobility (USA) Corporation and Dana to fund the cash distribution to certain of Eaton's subsidiaries (excluding Eaton, Mobility (USA) Corporation, and each subsidiary of Mobility (USA) Corporation) prior to completion of the Transaction described in Note 2, refinance certain existing indebtedness of Dana, refinance or replace the Bridge Facility, and/or pay fees and expenses related to the Transaction. Mobility (USA) Corporation has not drawn on any of the Bridge Facility, the Term A Facility, or the Revolving Credit Facility, and amounts are not available to be drawn prior to the cash distribution or Transaction closing, as applicable.
15
Note 9. RETIREMENT BENEFITS PLANS
The components of retirement benefits expense (income) are as follows:
| United States pension benefit expense | Non-United States pension benefit expense | Other postretirement benefits expense (income) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Three months ended September 30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlements | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total expense (income) | $ | $ | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| United States pension benefit expense | Non-United States pension benefit expense | Other postretirement benefits expense (income) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine months ended September 30 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlements, curtailments, and termination benefits | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total expense (income) | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||||
The components of retirement benefits expense (income) other than service costs are included in Other expense - net.
During 2020, the Company announced it was freezing its United States pension plans for its non-union employees. The freeze was effective January 1, 2021 for non-union U.S. employees whose retirement benefit was determined under a cash balance formula and was effective January 1, 2026 for non-union U.S. employees whose retirement benefit is determined under a final average pay formula.
16
Note 10. LEGAL CONTINGENCIES
Eaton is subject to a broad range of claims, administrative proceedings, and legal proceedings, including, but not limited to, claims for punitive damages, penalties, and interest, in a variety of matters, including, but not limited to, contract, indemnity, tax, patent infringement, intellectual property, personal injury, commercial, warranty, product liability, environmental, antitrust and trade regulation, class action, asbestos-related claims, and labor and employment matters. Insurance may cover some of the costs associated with claims and proceedings involving Eaton.
The ultimate outcome of these matters cannot be predicted with certainty given the complex nature of these matters. Should the ultimate outcome of any one of these matters deviate from our reasonable expectations, final resolution may have a material adverse impact on the Company's condensed consolidated financial statements.
Note 11. INCOME TAXES
The effective income tax rate for the third quarter and first nine months of 2026 was expense of 21.3 % and 23.5 %, respectively, compared to expense of 20.7 % and 18.7 % for the third quarter and first nine months of 2025. The increase in the effective tax rate in the third quarter and first nine months of 2026 was primarily due to greater levels of income in higher tax jurisdictions and withholding tax expense related to funding the acquisition of Boyd Thermal.
United States Tax Disputes
U.S. Tax Years 2014-2016
As previously disclosed, the Company has been pursuing the administrative appeals process with the United States Internal Revenue Service (IRS) to resolve certain adjustments that the IRS proposed for the Company’s United States subsidiaries (Eaton US) for tax years 2014-2016. The administrative appeals process has concluded without resolution. On October 27, 2026, the IRS issued Statutory Notices of Deficiency for Eaton US for tax years 2014-2016 proposing assessments of $290 million in additional taxes plus $120 million in penalties, net of agreed credits and deductions. The proposed assessments are for similar issues which are in litigation for tax years 2011-2013 and pertain to: (i) transfer pricing adjustments for products manufactured in the Company’s facilities in Puerto Rico and the Dominican Republic and sold to affiliated companies located in the U.S.; (ii) transfer pricing adjustments for products manufactured in one of the Company’s facilities in Mexico and sold to affiliated companies located in the U.S.; and (iii) adjustments challenging the interest rate on intercompany debt and amount of intercompany fees charged for financial guarantees on external debt. The Company will file its petition to the U.S. Tax Court on or before January 25, 2027, and will vigorously defend its positions through litigation, which generally takes several years for final resolution.
The Company believes that final resolution of these matters will not have a material impact on its consolidated financial statements. The ultimate outcome of these matters cannot be predicted with certainty given the complex nature of tax controversies. Should the ultimate outcome of any one of these matters deviate from our reasonable expectations, final resolution may have a material adverse impact on the Company’s condensed consolidated financial statements. However, Eaton believes that its interpretations of tax laws and application of tax laws to its facts are correct, and that its accrual of unrecognized income tax benefits is appropriate with respect to these matters.
17
Note 12. EATON SHAREHOLDERS' EQUITY
The changes in Shareholders’ equity are as follows:
| 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) | Dollars | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| 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 | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2026 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 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, 2026 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | ( | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | — | (2) | — | (1) | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in noncontrolling interest of consolidated subsidiaries - net | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
18
| 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) | Dollars | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, 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, 2025 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 June 30, 2025 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash dividends paid | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under equity-based compensation plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of shares | ( | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
On February 23, 2022, the Eaton Board of Directors adopted a share repurchase program for repurchases of ordinary shares up to $5.0 billion to be made during the three-year period commencing on that date (2022 Program). On February 27, 2025, the Eaton Board of Directors renewed the 2022 Program by providing authority for up to $9.0 billion in repurchases to be made during the three-year period commencing on that date (2025 Program). Under the 2025 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During the three and nine months ended September 30, 2026, no 1.0 million and 5.2 million ordinary shares, respectively, were repurchased under the 2025 or 2022 Programs in the open market at a total cost of $355 million and $1,661 million, respectively.
The changes in Accumulated other comprehensive loss are as follows:
| (In millions) | Currency translation and related hedging instruments | Pensions and other postretirement benefits | Cash flow hedges | Total | |||||||||||||||||||
Balance at January 1, 2026 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from Accumulated other comprehensive loss (income) | ( | ( | |||||||||||||||||||||
| Net current-period Other comprehensive income (loss) | ( | ||||||||||||||||||||||
Balance at September 30, 2026 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
19
The reclassifications out of Accumulated other comprehensive loss are as follows:
| (In millions) | Nine months ended September 30 | Consolidated Statements of Income classification | ||||||||||||
| Gains and (losses) on net investment hedges (amount excluded from effectiveness testing) | ||||||||||||||
| Currency exchange contracts | $ | Interest expense - net | ||||||||||||
| Tax expense | ||||||||||||||
| Total, net of tax | ||||||||||||||
| Amortization of defined benefits 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 | ||||||||||||||
| 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 | |||||||||||||
| Tax expense | ( | |||||||||||||
| 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 9 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 is as follows:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||
| (In millions except for per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||
20
Note 13. 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 and contingent consideration recognized at fair value, and the fair value measurements used, is as follows:
| (In millions) | Total | Quoted prices in active markets for identical assets (Level 1) | Other observable inputs (Level 2) | Unobservable inputs (Level 3) | |||||||||||||||||||
| September 30, 2026 | |||||||||||||||||||||||
| Cash | $ | $ | $ | $ | |||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| Contingent future payments from acquisition of Resilient Power Systems Inc. (Note 2) | ( | ( | |||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Cash | $ | $ | $ | $ | |||||||||||||||||||
| Short-term investments | |||||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||
| Contingent future payments from acquisition of Resilient Power Systems Inc. (Note 2) | ( | ( | |||||||||||||||||||||
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.
Other Fair Value Measurements
Long-term debt and the current portion of long-term debt had a carrying value of $18,512 million and fair value of $17,171 million at September 30, 2026 compared to $9,894 million and $9,587 million, respectively, at December 31, 2025. The fair value of Eaton's debt instruments was estimated using prevailing market interest rates on debt with similar creditworthiness, terms and maturities and is considered a Level 2 fair value measurement.
21
Note 14. RESTRUCTURING CHARGES
During the first quarter of 2024, Eaton implemented a multi-year restructuring program to accelerate opportunities to optimize its operations and global support structure. These actions will better align the Company's functions to support anticipated growth and drive greater effectiveness throughout the Company. Since the inception of the program, the Company has incurred charges of $394 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $20 million and plant closing and other costs of $16 million, resulting in total estimated charges of $430 million for the entire program.
A summary of restructuring program charges (income) is as follows:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||
| (In millions except for per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Workforce reductions | $ | ( | $ | $ | $ | ||||||||||||||||||||||||
| Plant closing and other | |||||||||||||||||||||||||||||
Total before income taxes2 | ( | ||||||||||||||||||||||||||||
| Income tax benefit (expense) | |||||||||||||||||||||||||||||
| Total after income taxes | $ | ( | $ | $ | $ | ||||||||||||||||||||||||
| Per ordinary share - diluted | $ | ( | $ | $ | $ | ||||||||||||||||||||||||
Restructuring program charges (income) related to the following business segments:
| Three months ended September 30 | Nine months ended September 30 | Restructuring program charges incurred from inception through | |||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | September 30, 2026 | ||||||||||||||||||||||||||||||
Electrical Americas2 | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Electrical Global2 | ( | ||||||||||||||||||||||||||||||||||
| Aerospace | |||||||||||||||||||||||||||||||||||
| Mobility | |||||||||||||||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||||||||||||||
| Total | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||
A summary of liabilities related to workforce reductions, plant closing, and other associated costs is as follows:
| (In millions) | Workforce reductions | Plant closing and other | Total | ||||||||||||||
Balance at January 1, 2024 | $ | $ | $ | ||||||||||||||
| Liability recognized, net | |||||||||||||||||
| Payments, utilization and translation | ( | ( | ( | ||||||||||||||
Balance at December 31, 2024 | |||||||||||||||||
Liability recognized, net1 | |||||||||||||||||
| Payments, utilization and translation | ( | ( | ( | ||||||||||||||
Balance at December 31, 2025 | |||||||||||||||||
Liability recognized, net2 | |||||||||||||||||
| Payments, utilization and translation | ( | ( | ( | ||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | ||||||||||||||
1The restructuring program liability was adjusted by $12 million in the fourth quarter of 2025 primarily related to true-ups for completed workforce reductions in the Mobility business segment.
These restructuring program charges (income) were included in , as appropriate. In Business Segment Information, these restructuring program charges are treated as Corporate items. See Note 15 for additional information about business segments.
22
Note 15. 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. The Company's chief operating decision maker is the chief executive officer. Operating profit includes the operating profit from intersegment sales. For additional information regarding Eaton's business segments, see Note 18 to the consolidated financial statements contained in the 2025 Form 10-K.
The chief operating decision maker uses segment operating profit as an input to assess segment performance and determine appropriate resource allocations, including capital, financial, and employee resources. Segment operating profit results are regularly evaluated versus annual profit plan, forecast and/or prior year.
Other segment items are primarily comprised of Cost of products sold, Selling and administrative expense, Research and development expense, depreciation of property, plant and equipment, and certain items included in Other expense – net on the Consolidated Statements of Income. The Company's chief operating decision maker manages these items on a consolidated basis.
During the first quarter of 2026, Eaton re-segmented certain business segments due to a reorganization of the Company's businesses. The new segment is Mobility, which includes the legacy Vehicle and eMobility segments. Historical segment information has been recast to reflect this change. Eaton's segments as of September 30, 2026 are as follows:
Electrical Americas and Electrical Global
The Electrical Americas segment consists of electrical components, industrial components, power distribution and assemblies, residential products, single phase power quality and connectivity, 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, cooling products, 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 commercial & institutional, data centers and distributed IT, industrial, utilities, residential, and machinery OEMs. These products are used wherever there is a demand for electrical power in data centers, utilities, industrial and energy facilities, commercial buildings, apartment and office buildings, hospitals, factories, and residencies. The segments share certain common global customers, but a large number of 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.
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 air-to-air refueling systems, fuel pumps, fuel inerting products, sensors, valves, adapters and regulators; mission systems including oxygen generation system, payload carriages, and thermal management products; 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.
Mobility
The Mobility segment designs, manufactures, markets, and supplies a broad portfolio of mechanical, electrical, and electronic systems that improve emissions, fuel economy, power management, performance, and safety across on‑road and off‑road vehicles. The Mobility segment serves global OEMs and aftermarket customers with solutions spanning internal combustion, hybrid, and electrified powertrains, including transmissions and transmission components, clutches, differentials, hybrid systems, engine valves, fuel and vapor components, as well as high‑voltage inverters and converters, power electronics, circuit protection, vehicle controls, and power distribution systems. The principal markets for the Mobility segment are OEM and aftermarket customers of heavy-, medium-, and light‑duty trucks, SUVs, CUVs, passenger cars, construction, agricultural, material handling, and mining equipment.
23
Business Segment Information
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Electrical Americas | $ | $ | $ | $ | |||||||||||||||||||
| Electrical Global | |||||||||||||||||||||||
| Aerospace | |||||||||||||||||||||||
| Mobility | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Other segment items | |||||||||||||||||||||||
| Electrical Americas | $ | $ | $ | $ | |||||||||||||||||||
| Electrical Global | |||||||||||||||||||||||
| Aerospace | |||||||||||||||||||||||
| Mobility | |||||||||||||||||||||||
| Total other segment items | $ | $ | $ | $ | |||||||||||||||||||
| Segment operating profit | |||||||||||||||||||||||
| Electrical Americas | $ | $ | $ | $ | |||||||||||||||||||
| Electrical Global | |||||||||||||||||||||||
| Aerospace | |||||||||||||||||||||||
| Mobility | |||||||||||||||||||||||
| Total segment operating profit | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Intangible asset amortization expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense - net | ( | ( | ( | ( | |||||||||||||||||||
| Pension and other postretirement benefits income (expense) | ( | ||||||||||||||||||||||
| Restructuring program income (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 | $ | $ | $ | $ | |||||||||||||||||||
24
| (In millions) | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Identifiable assets | |||||||||||||||||
| Electrical Americas | $ | $ | |||||||||||||||
| Electrical Global | |||||||||||||||||
| Aerospace | |||||||||||||||||
| Mobility | |||||||||||||||||
| Total identifiable assets | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Other intangible assets | |||||||||||||||||
| Corporate | |||||||||||||||||
| Total assets | $ | $ | |||||||||||||||
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Capital expenditures for property, plant and equipment | |||||||||||||||||||||||
| Electrical Americas | $ | $ | $ | $ | |||||||||||||||||||
| Electrical Global | |||||||||||||||||||||||
| Aerospace | |||||||||||||||||||||||
| Mobility | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total expenditures for property, plant and equipment | $ | $ | $ | $ | |||||||||||||||||||
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Depreciation of property, plant and equipment | |||||||||||||||||||||||
| Electrical Americas | $ | $ | $ | $ | |||||||||||||||||||
| Electrical Global | |||||||||||||||||||||||
| Aerospace | |||||||||||||||||||||||
| Mobility | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total depreciation of property, plant and equipment | $ | $ | $ | $ | |||||||||||||||||||
25
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). Columns and rows may not add and the sum of components may not equal total amounts reported due to rounding.
FORWARD-LOOKING STATEMENTS
This Form 10-Q Report contains “forward-looking statements” within the meaning of federal securities laws. These forward-looking statements are based upon management’s current expectations, predictions, estimates, assumptions and beliefs concerning future events and conditions and may discuss, among other things, litigation, expected capital expenditures, future dividend payments, anticipated share repurchases, liquidity, the successful integration of recent acquisitions, the anticipated separation and divestiture of the Mobility business, the anticipated closing of COL Group, anticipated capital deployment, and expected restructuring program charges and benefits. These statements may also discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to the Company. These statements are not guarantees of future performance, and actual results may differ materially. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “aim,” “anticipate,” “believe,” “could,” “develop,” “endeavor,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project” “seek,” “should,” “target,” “will,” “would” or other similar words, phrases or expressions. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside of our control.
There are certain factors that could cause actual results to differ materially from those in the forward-looking statements, including, among others: the impact of acquisitions, joint ventures, and investments and the integration of acquired entities; disruptions by natural disasters, labor strikes, wars, geopolitical instability and/or conflict, political unrest, terrorist activity, economic upheaval, or public health concerns that impact our production facilities; significant inflation or shortages of raw materials, energy, components, and/or labor, or similar challenges for our customers; reliance on suppliers to provide raw materials, components and services; the development and use of artificial intelligence in our business operations, including potential impacts on compliance with law and our reputation; service interruptions, data corruption, loss or impairment, network security and related operational impacts due to cybersecurity attacks; weather disruptions and regulatory, market and social reactions to such disruptions; our ability to identify, attract, develop, engage and retain qualified employees; our ability to complete the anticipated separation of our Mobility business and its merger with Dana or within the anticipated timeframe or at all; stock price and end market impacts due to technology disruptions; volatility of end markets; continued successful research, development and marketing of new or improved products; geopolitical, economic or other risks arising from worldwide or regional economic conditions; the global nature of Eaton’s business and exposure to economic and political instability, including war or armed conflict, changes in governmental laws, regulations and policies; changes in countries’ trade policies, including the imposition of sanctions or tariffs; changes in our tax rates or tax laws and regulations applicable to our business; rules, regulations, audits and investigations and related compliance risks associated with being a governmental contractor; our ability to protect our intellectual property; litigation and environmental regulations impacting our business; and the other risk factors discussed in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other reports filed by the Company with the SEC. We disclaim any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.
COMPANY OVERVIEW
Eaton Corporation plc (Eaton or the Company) is an intelligent power management company dedicated to protecting the environment and improving the quality of life for people everywhere. We make products for the data center, utility, industrial, commercial, machine building, residential, aerospace and mobility markets. We are capitalizing on the megatrends of the electrification, digitalization, and the reindustrialization of and growth of megaprojects in North America and increased global infrastructure spending, all of which are expanding our end markets and positioning Eaton for growth for years to come. We are strengthening our participation across the entire electrical power value chain and benefiting from momentum in the data center and utility end markets as well as a growth cycle in the commercial aerospace and defense markets. We are guided by our commitment to operate sustainably and with the highest ethical standards. Our work is helping to solve the world’s most urgent power management challenges and building a more sustainable society for people today and for future generations.
Founded in 1911, Eaton has continuously evolved to meet the changing and expanding needs of our stakeholders. With revenues of $27.4 billion in 2025, the Company serves customers in 180 countries.
26
During the first quarter of 2026, Eaton re-segmented certain business segments due to a reorganization of the Company's businesses. The new segment is Mobility, which consists of the legacy Vehicle and eMobility segments. Historical segment information has been recast to reflect this change.
Portfolio Changes
The Company continues to actively manage its portfolio of businesses to deliver on its strategic objectives. The Company is focused on deploying its capital toward businesses that provide opportunities for above-market growth and strong returns, and that align with secular trends and its power management strategies. During 2025 and 2026, Eaton completed several transactions to strengthen its portfolio.
| Acquisitions of businesses | Date of acquisition | Business segment | ||||||||||||
| Fibrebond Corporation | April 1, 2025 | Electrical Americas | ||||||||||||
| A U.S. based designer and builder of pre-integrated modular power enclosures for data center, industrial, utility and communications customers. | ||||||||||||||
| Resilient Power Systems, Inc. | August 6, 2025 | Electrical Americas | ||||||||||||
| A leading North American developer and manufacturer of innovative energy solutions, including solid-state transformer-based technology. | ||||||||||||||
| Ultra PCS Limited | January 23, 2026 | Aerospace | ||||||||||||
Producer of electronic controls, sensing, stores ejection and data processing solutions with operations in the U.K. and U.S. | ||||||||||||||
| Boyd Thermal | March 12, 2026 | Electrical Global | ||||||||||||
A U.S. based global leader in thermal components, systems, and ruggedized solutions for data center, aerospace and other end-markets. | ||||||||||||||
Agreement to Acquire COL Group
On September 25, 2026, Eaton signed an agreement to acquire COL Group, a leader in medium-voltage electrical distribution solutions, including SF₆-free switchgear, grid automation technologies and modular power systems. COL Group has approximately 400 employees and facilities in Turin, Milan, Bergamo, and Catania, Italy. Under the terms of the agreement, Eaton will pay €810 million ($921 million, translated at the September 30, 2026 exchange rate) for COL Group. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the first quarter of 2027. COL Group will be reported within the Electrical Global business segment.
Planned Separation of Mobility Business
On January 26, 2026, Eaton announced its intention to separate its Mobility business segment from the rest of Eaton via a spin-off. On June 10, 2026, Eaton entered into definitive agreements with Dana Incorporated (Dana), and on October 16, 2026, entered into a supplemental letter agreement, whereby Eaton will separate the Mobility business and combine it with Dana in a Reverse Morris Trust (RMT) transaction (collectively referred to as the Transaction). As part of the Transaction, Eaton will distribute the Mobility business (other than certain assets and liabilities that will be sold directly to Dana in a concurrent asset sale) to Eaton shareholders through an exchange offer (split-off), in which Eaton shareholders will have the opportunity to tender their Eaton shares in exchange for shares of Mobility (USA) Corporation, a wholly owned subsidiary of Eaton (SpinCo), followed, if necessary, by a clean-up pro rata distribution. Immediately thereafter, a two-step merger will take place. In the first merger step, a direct, wholly owned corporation subsidiary of SpinCo will merge with and into Dana, with Dana surviving such first merger as a direct, wholly owned subsidiary of SpinCo. Then immediately following the first merger, Dana will merge with and into a direct, wholly owned limited liability company subsidiary of SpinCo (the Second Merger Sub), with the Second Merger Sub surviving as a direct, wholly owned subsidiary of SpinCo. Following completion of the Transaction, Eaton shareholders are expected to own 50.1% of the combined company's outstanding shares. Certain of Eaton's subsidiaries will also receive a cash distribution of approximately $1.1 billion prior to completion of the Transaction, subject to a customary cash and indebtedness adjustment and tax payments to various global jurisdictions and transaction related adjustments. Eaton expects to use the cash distribution consistent with its capital allocation framework, including repayment of outstanding indebtedness.
The RMT transaction is intended to be tax-free for U.S. federal income tax purposes to Eaton and Eaton’s shareholders and is expected to close in the first four months of 2027, subject to Dana stockholder approval, regulatory approvals, and customary closing conditions. Until the Transaction closes, the Mobility business segment will continue to operate as a business segment of Eaton and its financial results reported in Eaton’s continuing operations. In the event the Transaction is not consummated, Eaton intends to separate its Mobility business segment in a spin-off.
Additional information related to acquisitions and divestiture of businesses is presented in Note 2.
27
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 Consolidated Financial Results table below. Management believes that these financial measures are useful to investors because they provide additional meaningful financial information that should be considered when assessing our business performance and trends, and they allow 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 and integrate businesses, and transaction, separation and other costs to divest and exit businesses. Eaton also recognizes gains and losses on the sale of businesses. A summary of these Corporate items is as follows:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||
| (In millions except for per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Acquisition integration, divestiture charges and transaction costs | $ | 128 | $ | 55 | $ | 391 | $ | 135 | |||||||||||||||||||||
| Income tax expense (benefit) | (12) | (11) | 3 | (30) | |||||||||||||||||||||||||
| Total after income taxes | $ | 116 | $ | 44 | $ | 394 | $ | 105 | |||||||||||||||||||||
| Per ordinary share - diluted | $ | 0.30 | $ | 0.11 | $ | 1.01 | $ | 0.27 | |||||||||||||||||||||
Acquisition integration, divestiture charges and transaction costs in 2026 and 2025 are primarily related to the following:
•The acquisitions of Fibrebond Corporation, Resilient Power Systems Inc., Ultra PCS Limited, Boyd Thermal, and Exertherm, the anticipated separation of the Mobility business, transactions completed prior to 2023, and other charges to acquire and exit businesses.
•Employee transaction and retention award compensation expense related to the acquisition of Fibrebond of $12 million and $52 million in the third quarter and the first nine months of 2026, respectively, and $16 million and $64 million in the third quarter and the first nine months of 2025, respectively.
•Employee incentive compensation expense related to the acquisition of Resilient of $4 million and $20 million in the third quarter and first nine months of 2026, respectively, and $4 million in the third quarter of 2025.
Charges in 2026 and 2025 were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other expense - net. In Business Segment Information in Note 15, the charges were included in Other expense - net.
Additionally, during the second quarter of 2026, Eaton incurred $52 million of withholding taxes related to funding the acquisition of Boyd Thermal, which are included in Income tax expense (benefit) in the table above for the nine months ended September 30, 2026.
Restructuring Program
During the first quarter of 2024, Eaton implemented a multi-year restructuring program to accelerate opportunities to optimize its operations and global support structure. These actions will better align the Company's functions to support anticipated growth and drive greater effectiveness throughout the Company. Since the inception of the program, the Company has incurred charges of $394 million. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $20 million and plant closing and other costs of $16 million, resulting in total estimated charges of $430 million for the entire program. The Company expects mature year benefits of $415 million when the multi-year program is fully implemented.
Additional information related to these restructuring programs is presented in Note 14.
28
Intangible Asset Amortization Expense
Intangible asset amortization expense is as follows:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||
| (In millions except for per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Intangible asset amortization expense | $ | 314 | $ | 130 | $ | 709 | $ | 365 | |||||||||||||||||||||
| Income tax benefit | 72 | 28 | 159 | 77 | |||||||||||||||||||||||||
| Total after income taxes | $ | 242 | $ | 102 | $ | 550 | $ | 287 | |||||||||||||||||||||
| Per ordinary share - diluted | $ | 0.62 | $ | 0.26 | $ | 1.41 | $ | 0.74 | |||||||||||||||||||||
Consolidated Financial Results
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| (In millions except for per share data) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Net sales | $ | 8,947 | $ | 6,988 | 28 | % | $ | 24,929 | $ | 20,393 | 22 | % | |||||||||||||||||||||||
| Gross profit | 3,105 | 2,675 | 16 | % | 8,611 | 7,719 | 12 | % | |||||||||||||||||||||||||||
| Percent of net sales | 34.7 | % | 38.3 | % | 34.5 | % | 37.9 | % | |||||||||||||||||||||||||||
| Income before income taxes | 1,370 | 1,275 | 7 | % | 3,620 | 3,637 | — | % | |||||||||||||||||||||||||||
| Net income | 1,079 | 1,010 | 7 | % | 2,769 | 2,958 | (6) | % | |||||||||||||||||||||||||||
| Less net income for noncontrolling interests | (1) | (1) | (4) | (3) | |||||||||||||||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | 1,078 | 1,010 | 7 | % | 2,765 | 2,955 | (6) | % | |||||||||||||||||||||||||||
| Excluding acquisition and divestiture charges, after-tax | 116 | 44 | 394 | 105 | |||||||||||||||||||||||||||||||
| Excluding restructuring program charges (income), after-tax | (2) | 43 | 46 | 75 | |||||||||||||||||||||||||||||||
| Excluding intangible asset amortization expense, after-tax | 242 | 102 | 550 | 287 | |||||||||||||||||||||||||||||||
| Adjusted earnings | $ | 1,433 | $ | 1,199 | 20 | % | $ | 3,755 | $ | 3,423 | 10 | % | |||||||||||||||||||||||
| Net income per share attributable to Eaton ordinary shareholders - diluted | $ | 2.77 | $ | 2.59 | 7 | % | $ | 7.10 | $ | 7.54 | (6) | % | |||||||||||||||||||||||
| Excluding per share impact of acquisition and divestiture charges, after-tax | 0.30 | 0.11 | 1.01 | 0.27 | |||||||||||||||||||||||||||||||
| Excluding per share impact of restructuring program charges (income), after-tax | (0.01) | 0.11 | 0.12 | 0.19 | |||||||||||||||||||||||||||||||
| Excluding per share impact of intangible asset amortization expense, after-tax | 0.62 | 0.26 | 1.41 | 0.74 | |||||||||||||||||||||||||||||||
| Adjusted earnings per ordinary share | $ | 3.68 | $ | 3.07 | 20 | % | $ | 9.64 | $ | 8.74 | 10 | % | |||||||||||||||||||||||
29
Net Sales
| Changes in Net sales: | Three months ended September 30, 2026 | Nine months ended September 30, 2026 | |||||||||
| Organic growth | 19 | % | 14 | % | |||||||
Acquisitions of businesses | 8 | % | 7 | % | |||||||
| Foreign currency | 1 | % | 1 | % | |||||||
| Total increase in Net sales | 28 | % | 22 | % | |||||||
The increase in organic sales in the third quarter of 2026 was due to strength in data center, machine OEM, and commercial & institutional end-markets in the Electrical Americas business segment, broad-based strength in end-markets of the Electrical Global business segment, strength in commercial OEM and commercial aftermarket in the Aerospace business segment, and strength in the North American and European regions in the Mobility business segment, partially offset by weakness in military aftermarket in the Aerospace business segment.
The increase in organic sales in the first nine months of 2026 was due to strength in data center, machine OEM, and commercial & institutional end-markets in the Electrical Americas business segment, broad-based strength in end-markets of the Electrical Global business segment, and strength in commercial OEM and commercial aftermarket in the Aerospace business segment, partially offset by weakness in utility and residential end-markets in the Electrical Americas business segment.
Gross Profit
Gross profit margin decreased from 38.3% in the third quarter of 2025 to 34.7% in the third quarter of 2026. Material factors affecting this decrease were a 360 basis point decline from higher commodity and wage inflation and a 210 basis point decline from higher intangible asset amortization, partially offset by a 200 basis point increase from higher sales.
Gross profit margin decreased from 37.9% in the first nine months of 2025 to 34.5% in the first nine months of 2026. Material factors affecting this decrease were a 380 basis point decline from higher commodity and wage inflation and a 140 basis point decline from higher intangible asset amortization, partially offset by a 160 basis point increase from higher sales.
Income Taxes
The effective income tax rate for the third quarter and first nine months of 2026 was expense of 21.3% and 23.5%, respectively, compared to expense of 20.7% and 18.7% for the third quarter and first nine months of 2025. The increase in the effective tax rate in the third quarter and first nine months of 2026 was primarily due to greater levels of income in higher tax jurisdictions and withholding tax expense related to funding the acquisition of Boyd Thermal.
30
Net Income
Changes in Net income attributable to Eaton ordinary shareholders and Net income per share attributable to Eaton ordinary shareholders - diluted are summarized as follows:
| Three months ended | Nine months ended | ||||||||||||||||||||||
| (In millions except for per share data) | Dollars | Per share | Dollars | Per share | |||||||||||||||||||
September 30, 2025 | $ | 1,010 | $ | 2.59 | $ | 2,955 | $ | 7.54 | |||||||||||||||
Business segment results of operations | |||||||||||||||||||||||
| Operational performance | 411 | 1.06 | 789 | 2.04 | |||||||||||||||||||
| Foreign currency | (4) | (0.01) | (2) | (0.01) | |||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Interest expense - net | (104) | (0.27) | (271) | (0.69) | |||||||||||||||||||
| Intangible asset amortization expense | (139) | (0.36) | (262) | (0.67) | |||||||||||||||||||
| Restructuring program charges | 45 | 0.12 | 29 | 0.07 | |||||||||||||||||||
| Acquisition and divestiture charges | (72) | (0.19) | (288) | (0.74) | |||||||||||||||||||
| Other corporate items | (70) | (0.18) | (77) | (0.20) | |||||||||||||||||||
| Tax rate impact | 2 | — | (108) | (0.28) | |||||||||||||||||||
| Impact of shares | 0.01 | 0.04 | |||||||||||||||||||||
September 30, 2026 | $ | 1,078 | $ | 2.77 | $ | 2,765 | $ | 7.10 | |||||||||||||||
31
Business Segment Results of Operations
The following is a discussion of Net sales, operating profit and operating margin by business segment. Additionally, the Company uses the following metrics as indicators of customer demand and future revenue expectations in the Electrical Americas, Electrical Global, and Aerospace business segments. The Company believes these metrics are useful to investors for the same reasons.
•Backlog: Includes orders to which customers are firmly committed
•Organic change in backlog: Percentage change in backlog, excluding (1) the impact of foreign currency, (2) divestitures, and (3) firm orders in place prior to closing of business acquisitions
•Organic change in customer orders: Percentage change in firm customer orders on a trailing twelve month basis, excluding (1) the impact of foreign currency, (2) divestitures, and (3) firm orders in place prior to closing of business acquisitions
•Book-to-bill: Average of the ratio of firm customer orders to Net sales for the last four quarters
Electrical Americas
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Net sales | $ | 4,172 | $ | 3,410 | 22 | % | $ | 11,723 | $ | 9,770 | 20 | % | |||||||||||||||||||||||
| Operating profit | $ | 1,243 | $ | 1,034 | 20 | % | $ | 3,253 | $ | 2,926 | 11 | % | |||||||||||||||||||||||
| Operating margin | 29.8 | % | 30.3 | % | 27.7 | % | 29.9 | % | |||||||||||||||||||||||||||
| Changes in Net sales: | |||||||||||||||||||||||||||||||||||
| Organic growth | 22 | % | 18 | % | |||||||||||||||||||||||||||||||
Acquisitions of businesses | — | % | 1 | % | |||||||||||||||||||||||||||||||
| Foreign currency | — | % | 1 | % | |||||||||||||||||||||||||||||||
| Total increase in Net sales | 22 | % | 20 | % | |||||||||||||||||||||||||||||||
Change from September 30 | |||||||||||||||||||||||||||||||||||||||||
| Performance metrics: | September 30, 2026 | September 30, 2025 | 2026 vs. 2025 | 2025 vs. 2024 | |||||||||||||||||||||||||||||||||||||
| Backlog | $ | 15,993 | $ | 12,009 | 33 | % | 20 | % | |||||||||||||||||||||||||||||||||
| Organic change in backlog | 33 | % | 9 | % | |||||||||||||||||||||||||||||||||||||
| Organic change in customer orders | 39 | % | 7 | % | |||||||||||||||||||||||||||||||||||||
| Book-to-bill | 1.3 | 1.1 | |||||||||||||||||||||||||||||||||||||||
The increase in organic sales in the third quarter of 2026 was due to strength in data center, machine OEM, and commercial & institutional end-markets. The increase in organic sales in the first nine months of 2026 was due to strength in data center, machine OEM, and commercial & institutional end-markets, partially offset by weakness in utility and residential end-markets.
The operating margin decreased from 30.3% in the third quarter of 2025 to 29.8% in the third quarter of 2026. Material factors affecting this decrease were a 250 basis point decline from higher commodity and wage inflation and a 100 basis point decline from higher costs to support growth initiatives, partially offset by a 300 basis point increase from higher sales. The operating margin decreased from 29.9% in the first nine months of 2025 to 27.7% in the first nine months of 2026. Material factors affecting this decrease were a 390 basis point decline from higher commodity inflation and a 90 basis point decline from higher costs to support growth initiatives, partially offset by a 250 basis point increase from higher sales.
32
Electrical Global
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Net sales | $ | 2,727 | $ | 1,724 | 58 | % | $ | 7,189 | $ | 5,086 | 41 | % | |||||||||||||||||||||||
| Operating profit | $ | 576 | $ | 330 | 75 | % | $ | 1,449 | $ | 983 | 47 | % | |||||||||||||||||||||||
| Operating margin | 21.1 | % | 19.1 | % | 20.2 | % | 19.3 | % | |||||||||||||||||||||||||||
| Changes in Net sales: | |||||||||||||||||||||||||||||||||||
| Organic growth | 27 | % | 18 | % | |||||||||||||||||||||||||||||||
| Acquisition of a business | 31 | % | 21 | % | |||||||||||||||||||||||||||||||
| Foreign currency | — | % | 2 | % | |||||||||||||||||||||||||||||||
| Total increase in Net sales | 58 | % | 41 | % | |||||||||||||||||||||||||||||||
Change from September 30 | |||||||||||||||||||||||
| Performance metrics: | September 30, 2026 | September 30, 2025 | 2026 vs. 2025 | 2025 vs. 2024 | |||||||||||||||||||
| Backlog | $ | 4,381 | $ | 1,983 | 121 | % | 7 | % | |||||||||||||||
| Organic change in backlog | 77 | % | 6 | % | |||||||||||||||||||
| Organic change in customer orders | 51 | % | 2 | % | |||||||||||||||||||
| Book-to-bill | 1.1 | 1.0 | |||||||||||||||||||||
The increase in organic sales in the third quarter of 2026 was due to broad-based strength in end-markets, with particular strength in data center, machine OEM, and utility end-markets. The increase in organic sales in the first nine months of 2026 was due to broad-based strength in end-markets, with particular strength in data center and machine OEM end-markets. Additionally, the increase in organic sales in the third quarter and first nine months of 2026 was due to broad-based strength in all regions, with particular strength in the Asia Pacific region.
The operating margin increased from 19.1% in the third quarter of 2025 to 21.1% in the third quarter of 2026. Material factors affecting this increase were a 330 basis point increase from higher sales, a 150 basis point increase from the acquisition of Boyd Thermal, and a 150 basis point increase from operating efficiencies, partially offset by a 410 basis point decline from higher commodity and wage inflation. The operating margin increased from 19.3% in the first nine months of 2025 to 20.2% in the first nine months of 2026. Material factors affecting this increase were a 260 basis point increase from higher sales, a 150 basis point increase from operating efficiencies, an 80 basis point increase from the acquisition of Boyd Thermal, and an 80 basis point increase from favorable mix, partially offset by a 440 basis point decline from higher commodity and wage inflation.
33
Aerospace
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| ($ in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Net sales | $ | 1,196 | $ | 1,079 | 11 | % | $ | 3,558 | $ | 3,138 | 13 | % | |||||||||||||||||||||||
| Operating profit | $ | 298 | $ | 280 | 6 | % | $ | 881 | $ | 746 | 18 | % | |||||||||||||||||||||||
| Operating margin | 24.9 | % | 25.9 | % | 24.7 | % | 23.8 | % | |||||||||||||||||||||||||||
| Changes in Net sales: | |||||||||||||||||||||||||||||||||||
| Organic growth | 6 | % | 7 | % | |||||||||||||||||||||||||||||||
| Acquisition of a business | 5 | % | 5 | % | |||||||||||||||||||||||||||||||
| Foreign currency | — | % | 1 | % | |||||||||||||||||||||||||||||||
| Total increase in Net sales | 11 | % | 13 | % | |||||||||||||||||||||||||||||||
Change from September 30 | ||||||||||||||||||||||||||
| Performance metrics: | September 30, 2026 | September 30, 2025 | 2026 vs. 2025 | 2025 vs. 2024 | ||||||||||||||||||||||
| Backlog | $ | 5,601 | $ | 4,197 | 33 | % | 15 | % | ||||||||||||||||||
| Organic change in backlog | 23 | % | 14 | % | ||||||||||||||||||||||
| Organic change in customer orders | 20 | % | 11 | % | ||||||||||||||||||||||
| Book-to-bill | 1.2 | 1.1 | ||||||||||||||||||||||||
The increase in organic sales in the third quarter of 2026 was due to strength in commercial OEM and commercial aftermarket, partially offset by weakness in military aftermarket. The increase in organic sales in the first nine months of 2026 was due to strength in commercial OEM and commercial aftermarket.
The operating margin decreased from 25.9% in the third quarter of 2025 to 24.9% in the third quarter of 2026. Material factors affecting this decrease were a 230 basis point decline from higher commodity and wage inflation and a 100 basis point decline from unfavorable mix, partially offset by a 160 basis point increase from operating efficiencies and a 110 basis point increase from higher sales. The operating margin increased from 23.8% in the first nine months of 2025 to 24.7% in the first nine months of 2026. Material factors affecting this increase were a 150 basis point increase from higher sales, a 90 basis point increase from the sale of a facility in the first quarter of 2026, a 70 basis point increase from favorable mix, and a 60 basis point increase from operating efficiencies, partially offset by a 280 basis point decline from higher commodity and wage inflation.
34
Mobility
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Net sales | $ | 852 | $ | 775 | 10 | % | $ | 2,460 | $ | 2,399 | 3 | % | |||||||||||||||||||||||
| Operating profit | $ | 146 | $ | 105 | 39 | % | $ | 345 | $ | 299 | 15 | % | |||||||||||||||||||||||
| Operating margin | 17.2 | % | 13.5 | % | 14.0 | % | 12.5 | % | |||||||||||||||||||||||||||
| Changes in Net sales: | |||||||||||||||||||||||||||||||||||
| Organic growth | 9 | % | — | % | |||||||||||||||||||||||||||||||
| Foreign currency | 1 | % | 3 | % | |||||||||||||||||||||||||||||||
| Total increase in Net sales | 10 | % | 3 | % | |||||||||||||||||||||||||||||||
The increase in organic sales in the third quarter of 2026 was due to strength in the North American and European regions. Organic sales were flat in the first nine months of 2026 compared to the first nine months of 2025 due to strength in the North American and European regions, offset by weakness in the Asia Pacific region.
The operating margin increased from 13.5% in the third quarter of 2025 to 17.2% in the third quarter of 2026. Material factors affecting this increase were a 270 basis point increase from favorable mix, a 250 basis point increase from operating efficiencies and a 140 basis point increase from higher sales, partially offset by a 320 basis point decline from higher commodity and wage inflation. The operating margin increased from 12.5% in the first nine months of 2025 to 14.0% in the first nine months of 2026. Material factors affecting this increase were a 260 basis point increase from favorable mix and a 240 basis point increase from operating efficiencies, partially offset by a 250 basis point decline from higher commodity and wage inflation.
Corporate Expense
| Three months ended September 30 | Increase (decrease) | Nine months ended September 30 | Increase (decrease) | ||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Intangible asset amortization expense | $ | 314 | $ | 130 | 142 | % | $ | 709 | $ | 365 | 94 | % | |||||||||||||||||||||||
| Interest expense - net | 198 | 67 | 196 | % | 505 | 171 | 195 | % | |||||||||||||||||||||||||||
| Pension and other postretirement benefits expense (income) | 4 | (4) | (200) | % | (2) | (15) | (87) | % | |||||||||||||||||||||||||||
| Restructuring program charges (income) | (3) | 55 | (105) | % | 59 | 97 | (39) | % | |||||||||||||||||||||||||||
| Other expense - net | 380 | 226 | 68 | % | 1,035 | 698 | 48 | % | |||||||||||||||||||||||||||
| Total corporate expense | $ | 893 | $ | 474 | 88 | % | $ | 2,306 | $ | 1,316 | 75 | % | |||||||||||||||||||||||
The material factors affecting the increase in Total corporate expense in the third quarter and first nine months of 2026 were higher Intangible asset amortization expense, Interest expense - net, and Other expense - net, partially offset by lower Restructuring program charges (income). The increase in Other expense - net is primarily due to higher acquisition and divestiture costs.
35
LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL CONDITION
Liquidity and Financial Condition
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.
On February 6, 2026, Eaton Corporation, a subsidiary of Eaton, exercised a $1,000 million upsize of the existing $3,000 million five-year revolving credit agreement, increasing the total facility size to $4,000 million. The facility’s maturity date remains unchanged at September 27, 2030. The revolving credit facility is used to support commercial paper borrowings and is fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries on an unsubordinated, unsecured basis. There were no borrowings outstanding under the revolving credit facility at September 30, 2026. Also on February 6, 2026 the Company increased its commercial paper program from $3,000 million to $4,000 million. The Company maintains access to the commercial paper markets through its $4,000 million commercial paper program, of which $1,592 million was outstanding on September 30, 2026, used primarily to manage fluctuations in working capital and to partially fund acquisitions closed during 2026.
On March 6, 2026, Eaton Corporation, a subsidiary of Eaton, issued notes (2026 U.S. Notes) with an aggregate face amount of $8,500 million. The 2026 U.S. Notes are comprised of six tranches: 3.850% notes due 2028 in the amount of $1,500 million; 3.950% notes due 2029 in the amount of $1,500 million; 4.200% notes due 2031 in the amount of $1,500 million; 4.500% notes due 2033 in the amount of $1,000 million; 4.800% notes due 2036 in the amount of $2,000 million; and 5.450% notes due 2056 in the amount of $1,000 million. Interest is payable semi-annually. The issuer received proceeds totaling $8,421 million from the 2026 U.S. Notes issuance, net of financing costs and discounts. The 2026 U.S. Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2026 U.S. Notes contain customary optional redemption and par call provisions. The 2026 U.S. Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2026 U.S. Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the respective terms of the 2026 U.S. Notes. The 2026 U.S. Notes are subject to customary non-financial covenants.
On March 10, 2026, Eaton Capital Unlimited Company, a subsidiary of Eaton, issued Euro denominated notes (2026 Euro Notes) with an aggregate face amount of €1,200 million ($1,390 million). The 2026 Euro Notes are comprised of two tranches of €600 million each, which mature in 2034 and 2038, with interest payable annually at a respective rate of 3.550% and 4.000% per annum. The issuer received proceeds totaling €1,191 million ($1,379 million) from the 2026 Euro Notes issuance, net of financing costs and discounts. The 2026 Euro Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The 2026 Euro Notes contain customary optional redemption and par call provisions. The 2026 Euro Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the 2026 Euro Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The capitalized deferred financing fees are amortized in Interest expense - net over the respective terms of the 2026 Euro Notes. The 2026 Euro Notes are subject to customary non-financial covenants.
On March 6, 2026, Eaton Corporation, a subsidiary of Eaton, terminated the $8,000 million senior unsecured delayed-draw term loan facility (Term Credit Agreement) entered into on February 6, 2026. No loans were outstanding as of the date of termination and the Company incurred no fees or penalties in connection with the termination. The Term Credit Agreement was terminated in connection with the issuance of the 2026 U.S. Notes and 2026 Euro Notes.
Concurrently with the execution of the definitive agreements with Dana on June 10, 2026 to separate the Mobility business and combine it with Dana in a RMT transaction, Mobility (USA) Corporation, a wholly owned subsidiary of Eaton, and Dana entered into a senior unsecured bridge facility (Bridge Facility) with an initial aggregate principal amount of $2.6 billion. Subsequently, Mobility (USA) Corporation and Dana became a party to a $350 million senior secured term loan A (Term A Facility) commitment and a $1.2 billion senior secured revolving credit facility (Revolving Credit Facility) commitment. The commitments under the Bridge Facility were reduced by $350 million simultaneously with the execution of the Term A Facility commitment. The aggregate proceeds of the Bridge Facility, to the extent not reduced or replaced by any additional permanent financing (the Additional Permanent Financing), the Term A Facility, and/or any Additional Permanent Financing are expected to be used by Mobility (USA) Corporation and Dana to fund the cash distribution to certain of Eaton's subsidiaries (excluding Eaton, Mobility (USA) Corporation, and each subsidiary of Mobility (USA) Corporation) prior to completion of the Transaction described in Note 2, refinance certain existing indebtedness of Dana, refinance or replace the Bridge Facility, and/or pay fees and expenses related to the Transaction. Mobility (USA) Corporation has not drawn on any of the Bridge Facility, the Term A Facility, or the Revolving Credit Facility, and amounts are not available to be drawn prior to the cash distribution or Transaction closing, as applicable.
36
Over the course of a year, cash, short-term investments, and short-term debt may fluctuate in order to manage global liquidity. As of September 30, 2026 and December 31, 2025, Eaton had cash of $528 million and $622 million, short-term investments of $290 million and $181 million, and short-term debt of $1,594 million and $1 million, respectively. Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, availability under the existing revolving credit facility, and access to capital markets in excess of the liquidity necessary to meet future operating needs of the business, fund capital expenditures and acquisitions of businesses, as well as scheduled payments of long-term debt, for at least the next 12 months and the foreseeable future thereafter.
On April 1, 2025, the Company paid $1.43 billion, net of cash acquired, to acquire Fibrebond Corporation. On August 6, 2025, the Company acquired Resilient Power Systems Inc. for $86 million, including $55 million of cash paid at closing and an initial estimate of $31 million for the fair value of contingent future consideration. On January 23, 2026, the Company paid $1.53 billion, net of cash acquired, to acquire Ultra PCS Limited and on March 12, 2026, the Company paid $9.55 billion, net of cash acquired, to acquire Boyd Thermal. Additionally, the Company expects to close the acquisition of COL Group in the first quarter of 2027 for €810 million ($921 million, translated at the September 30, 2026 exchange rate). On January 15, 2026, Eaton invested $75 million in SPAN for a stake of approximately 7 percent.
Eaton is in compliance with each of its debt covenants for all periods presented.
Cash Flows
A summary of cash flows is as follows:
| Nine months ended September 30 | Change from 2025 | ||||||||||||||||
| (In millions) | 2026 | 2025 | |||||||||||||||
| Net cash provided by operating activities | $ | 2,943 | $ | 2,507 | $ | 436 | |||||||||||
| Net cash used in investing activities | (12,007) | (783) | (11,224) | ||||||||||||||
| Net cash provided by (used in) financing activities | 8,951 | (1,812) | 10,763 | ||||||||||||||
| Effect of currency on cash | 19 | (138) | 157 | ||||||||||||||
| Total decrease in cash | $ | (94) | $ | (227) | |||||||||||||
Operating Cash Flow
Net cash provided by operating activities increased by $436 million in the first nine months of 2026 compared to 2025. The material factor affecting this increase was working capital balances being $263 million lower.
Investing Cash Flow
Net cash used in investing activities increased by $11,224 million in the first nine months of 2026 compared to 2025. Material factors affecting this increase were an increase in cash paid for business acquisitions of $11,079 million in 2026 compared to $1,504 million in 2025, purchases of short-term investments of $122 million in 2026 compared to sales of short-term investments of $1,287 million in 2025, and an increase in capital expenditures for property, plant and equipment to $721 million in 2026 from $527 million in 2025.
Financing Cash Flow
Net cash provided by financing activities increased by $10,763 million in the first nine months of 2026 compared to 2025. Material factors affecting this increase were an increase in proceeds from borrowings of $9,871 million in 2026 compared to $1,058 million proceeds from borrowings in 2025, no repurchase of shares in 2026 compared to repurchase of shares of $1,669 million in 2025, and an increase in net proceeds of short-term debt of $1,592 million in 2026 from $761 million in 2025, partially offset by an increase in payments on borrowings of $1,145 million in 2026 from $714 million in 2025.
37
Uses of Cash
Capital Expenditures
Capital expenditures were $721 million and $527 million in the first nine months of 2026 and 2025, respectively. The Company plans to increase capital expenditures over the next several years to expand production capacity across various markets to support anticipated growth. As a result, Eaton expects approximately $1.15 billion in capital expenditures in 2026.
Dividends
Cash dividend payments were $1,285 million and $1,222 million in the first nine months of 2026 and 2025, respectively. Payment of quarterly dividends in the future depends upon the Company’s ability to generate net income and operating cash flows, among other factors, and is subject to declaration by the Eaton Board of Directors. The Company intends to continue to pay quarterly dividends in 2026.
Share Repurchases
On February 23, 2022, the Eaton Board of Directors adopted a share repurchase program for repurchases of ordinary shares up to $5.0 billion to be made during the three-year period commencing on that date (2022 Program). On February 27, 2025, the Eaton Board of Directors renewed the 2022 Program by providing authority for up to $9.0 billion in repurchases to be made during the three-year period commencing on that date (2025 Program). Under the 2025 Program, the ordinary shares are expected to be repurchased over time, depending on market conditions, the market price of ordinary shares, capital levels, and other considerations. During the three and nine months ended September 30, 2026, no ordinary shares were repurchased. During the three and nine months ended September 30, 2025, 1.0 million and 5.2 million ordinary shares, respectively, were repurchased under the 2025 or 2022 Programs in the open market at a total cost of $355 million and $1,661 million, respectively. The Company does not intend to pursue share repurchases in 2026 due to the acquisition of Boyd Thermal on March 12, 2026.
Acquisition of Businesses and Investments in Nonmarketable Securities
The Company paid cash of $11,079 million and $1,504 million to acquire businesses in the first nine months of 2026 and 2025, respectively. Additionally, the Company paid $92 million in the first nine months of 2026 for investments in nonmarketable securities. There were no investments in nonmarketable securities in the first nine months of 2025. The Company will continue to focus on deploying its capital toward businesses that provide opportunities for higher growth and strong returns, and align with secular trends and its power management strategies.
Debt
The Company manages a number of short-term and long-term debt instruments, including commercial paper. At September 30, 2026, the Company had Short-term debt of $1,594 million, Current portion of long-term debt of $710 million, and Long-term debt of $17,802 million. The Company believes it has the operating flexibility, cash flow, and access to capital markets to meet scheduled payments of long-term debt. For additional information on financing transactions and debt see Note 8.
Supply Chain Finance Program
A third-party financial institution offers a voluntary supply chain finance (SCF) program that enables certain of the Company’s suppliers, at the supplier’s sole discretion, to sell receivables due from the Company to the financial institution on terms directly negotiated with the financial institution. The SCF program does not have a significant impact on the Company’s liquidity as payments by the Company to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether an individual invoice is sold by the supplier to the financial institution. For additional information on the SCF program, see Note 7.
38
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), September 15, 2017 (the 2017 Indenture), August 23, 2022 (as supplemented by the First and Second Supplemental Indentures of the same date and the Third Supplemental Indenture dated May 18, 2023, the 2022 Indenture), and May 9, 2025 (as supplemented by the First and Second Supplemental Indentures of the same date, the Third Supplemental Indenture dated March 6, 2026, and the Fourth Supplemental Indenture dated March 10, 2026, the 2025 Indenture). Eaton Capital Unlimited Company, a subsidiary of Eaton, is the issuer of six outstanding series of debt securities sold in offshore transactions under Regulation S promulgated under the Securities Act (the Eurobonds) and Registered Senior Notes (as defined below) issued under the 2025 Indenture. The senior notes issued under the 1994, 2012, 2017, 2022, and 2025 Indentures are registered under the Securities Act of 1933, as amended (the Registered Senior Notes). 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 (with limited exceptions), together with the credit facilities described above under Liquidity and Financial Condition (the Credit Facilities), are guaranteed by Eaton and 17 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, 2026, 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 August 5, 2025 (10-Q Exhibit 22) 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 the 10-Q Exhibit 22. Each guarantee is full and unconditional, and joint and several. Each guarantor’s guarantee is an unsecured obligation that ranks equally with all its other unsecured and unsubordinated indebtedness. The obligations of each guarantor under its guarantee of the Registered Senior Notes are subject to a customary savings clause or similar provision designed to prevent such guarantee from constituting a fraudulent conveyance or otherwise legally impermissible or voidable obligation.
Though the terms of the indentures vary slightly, generally, each guarantee of the Registered Senior Notes by a guarantor that is a subsidiary of Eaton Corporation provides that it will be automatically and unconditionally released and discharged under certain circumstances, including, but not limited to:
(a)the consummation of certain types of transactions permitted under the applicable indenture, including one that results in such guarantor ceasing to be a subsidiary; and
(b)for Registered Senior Notes issued under the 2022 and 2025 Indentures, when such guarantor is a guarantor or issuer of indebtedness in an aggregate outstanding principal amount of less than 25% of our total outstanding indebtedness.
Further, each guarantee by a direct or indirect parent of Eaton Corporation (other than Eaton) provides that it will also be released if:
(c)such guarantee (so long as the guarantor is not obligated under any other U.S. debt obligations), becomes prohibited by any applicable law, rule or regulation or by any contractual obligation; or
(d)such guarantee results 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).
The guarantee of Eaton does not contain any release provisions.
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, the 2012 and 2017 Indentures provide that 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 2022 and 2025 Indentures provide only that, with certain limited exceptions, any subsidiary of Eaton must become a guarantor if it becomes obligated as borrower or guarantor under indebtedness with an aggregate outstanding principal amount in excess of 25% of the Parent and its Subsidiaries’ then-outstanding indebtedness.
The 1994 Indenture does not contain provisions with respect to future guarantors.
39
Summarized Financial Information of Guarantors and Issuers
| (In millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Current assets | $ | 4,666 | $ | 4,075 | |||||||
| Noncurrent assets | 13,705 | 13,439 | |||||||||
| Current liabilities | 6,744 | 4,598 | |||||||||
| Noncurrent liabilities | 19,863 | 10,788 | |||||||||
| Amounts due to subsidiaries that are non-issuers and non-guarantors - net | 5,333 | 9,499 | |||||||||
| (In millions) | Nine months ended September 30, 2026 | ||||||||||
| Net sales | $ | 14,211 | |||||||||
| Sales to subsidiaries that are non-issuers and non-guarantors | 852 | ||||||||||
| Cost of products sold | 10,087 | ||||||||||
| Expense from subsidiaries that are non-issuers and non-guarantors - net | 454 | ||||||||||
| Net income | 847 | ||||||||||
The financial information presented is that of the issuers 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 the issuers 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.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in exposures to market risk since December 31, 2025.
ITEM 4.CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance 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.
Pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act, an evaluation was performed under the supervision and with the participation of Eaton's management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that Eaton's disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2026.
Internal Control over Financial Reporting
During the third quarter of 2026, 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.
40
PART II — OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS.
Information regarding the Company's legal proceedings is presented in Note 10 and Note 11 of the Notes to the condensed consolidated financial statements.
ITEM 1A.RISK FACTORS.
“Item 1A. Risk Factors” in Eaton's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 includes a discussion of the Company's risk factors. The information below updates the risks relating to the separation of the Mobility business. There have been no material changes to the other previously disclosed risk factors.
We may not complete the anticipated separation of our Mobility business and its merger with Dana Incorporated or complete the transaction within the timeframe we anticipate or at all; the transaction may present difficulties that could have an adverse effect on us; costs associated with the transaction may be higher than anticipated; we may not realize some or all of the expected benefits of the transaction.
On June 10, 2026, we entered into a definitive agreement with Dana Incorporated (Dana) pursuant to which we will separate our Mobility business and combine it with Dana in a Reverse Morris Trust transaction (the Transaction). We currently anticipate that we will close the Transaction in the first four months of 2027, but satisfying the conditions to the closing of the Transaction (including the receipt of Dana stockholder approval and receipt of required regulatory clearances) may take longer than we expect and there can be no assurance that all such conditions will be satisfied or waived.
In addition, Reverse Morris Trust transactions are complex in nature, and unanticipated developments or changes, including changes in law, the macroeconomic environment and market conditions or regulatory or political conditions may affect our ability to complete the Transaction as currently expected, within the anticipated time frame or at all. Any changes to the Transaction, delay or failure in completing it could cause us not to realize some or all of the expected benefits, or realize them on a different timeline than expected, which could have a material adverse effect on our business, financial condition, results of operations, cash flows or our stock price.
Whether or not we complete the Transaction, our ongoing businesses may be adversely affected and we may be subject to certain risks and consequences as a result of pursuing the Transaction, including the following: the pursuit of the Transaction may be complex, costly and time-consuming and could divert management’s attention from day-to-day business concerns and divert Eaton’s resources from other strategic opportunities and operational matters; the pendency of the Transaction could have an adverse impact on our ability to attract, retain and motivate key employees and on relationships with existing and prospective customers, suppliers and other third parties; we could be subject to litigation related to the Transaction, which could result in significant costs and expenses; and we may have to delay or forgo business opportunities that may otherwise arise with respect to the Mobility business segment in favor of the Transaction under the terms of the merger agreement entered into with Dana. In addition, although we intend for the transaction to be tax-free to our stockholders for U.S. federal income tax purposes, there can be no assurance that the Transaction will so qualify. Any of these factors could have a material adverse effect on our business, financial condition, results of operations, cash flows or our stock price.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
(c) Issuer's Purchases of Equity Securities
During the third quarter of 2026, there were no shares repurchased.
ITEM 5. OTHER INFORMATION.
During the three months ended September 30, 2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted terminated
41
ITEM 6.EXHIBITS.
Eaton Corporation plc
Third Quarter 2026 Report on Form 10-Q
| 3 (i) | |||||||||||
| 3 (ii) | |||||||||||
| 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. | |||||||
42
SIGNATURES
Pursuant to the requirements 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, 2026 | By: | /s/ David B. Foster | |||||||||||
| David B. Foster | ||||||||||||||
| Principal Financial Officer | ||||||||||||||
| (On behalf of the registrant and as Principal Financial Officer) | ||||||||||||||
43
Eaton Corporation plc
Third Quarter 2026 Report on Form 10-Q
Exhibit 31.1
Certification
I, Paulo Ruiz, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Eaton Corporation plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 3, 2026 | /s/ Paulo Ruiz | |||||||||
| Paulo Ruiz | |||||||||||
| Principal Executive Officer | |||||||||||
Eaton Corporation plc
Third Quarter 2026 Report on Form 10-Q
Exhibit 31.2
Certification
I, David Foster, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Eaton Corporation plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | November 3, 2026 | /s/ David B. Foster | |||||||||
| David B. Foster | |||||||||||
| Principal Financial Officer | |||||||||||
Eaton Corporation plc
Third Quarter 2026 Report on Form 10-Q
Exhibit 32.1
Certification
This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (“10-Q Report”).
I hereby certify that, based on my knowledge, the 10-Q Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation plc and its consolidated subsidiaries.
| Date: | November 3, 2026 | /s/ Paulo Ruiz | |||||||||
| Paulo Ruiz | |||||||||||
| Principal Executive Officer | |||||||||||
Eaton Corporation plc
Third Quarter 2026 Report on Form 10-Q
Exhibit 32.2
Certification
This written statement is submitted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. It accompanies Eaton Corporation plc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 (“10-Q Report”).
I hereby certify that, based on my knowledge, the 10-Q Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-Q Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation plc and its consolidated subsidiaries.
| Date: | November 3, 2026 | /s/ David B. Foster | |||||||||
| David B. Foster | |||||||||||
| Principal Financial Officer | |||||||||||