Eaton Corp plc 8-K, filed Nov 3, 2026
Eaton Corp plc (ETN)
8-K
2026-11-03
For: 2026-11-03
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November 03, 2026
About this 8-K
Eaton Corp plc filed this 8-K on November 3, 2026.
Eaton Corporation plc reported third quarter 2026 sales of $8.9 billion, up 28%, with 19% organic growth and record adjusted earnings per share of $3.68. Segment margins reached 25.3%, while full year 2026 adjusted earnings per share guidance is $13.70 to $13.80. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2026
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Item 2.02 Results of Operations and Financial Condition.
On November 3, 2026, Eaton Corporation plc issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of the press release is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Description | |||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||||||
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 hereunto duly authorized.
| Eaton Corporation plc | ||||||||||||||
| Date: | November 3, 2026 | By: | /s/ Andrea Trabacchin | |||||||||||
| Andrea Trabacchin | ||||||||||||||
| Senior Vice President and Controller | ||||||||||||||
Exhibit 99
Eaton Reports Record Third Quarter 2026 Results, with Strong Organic Growth, Accelerating Record Orders and Backlog; Raises Organic Growth Guidance
•Third quarter sales increased 28%, with organic sales growth of 19%, above the high end of guidance
•Twelve-month rolling average organic orders increased 39% in Electrical Americas, 51% in Electrical Global and 20% in Aerospace, with order dollars reaching record levels in all three segments, driven by broad end-market strength
•Strong year-over-year total backlog growth of 46% in Electrical and 33% in Aerospace
•Record segment margins of 25.3%, above the high end of guidance, with Electrical Americas margins improving 230 basis points sequentially
•Announced agreement to acquire COL Group, expanding manufacturing capacity and power distribution capabilities for data center and utility markets in Europe
•Full year 2026 earnings per share expected to be between $10.39 and $10.49; adjusted earnings per share expected to be between $13.70 and $13.80
DUBLIN — November 3, 2026 — Intelligent power management company Eaton Corporation plc (NYSE:ETN) today reported strong third quarter 2026 results, including earnings per share of $2.77. Adjusted earnings per share were a record of $3.68, excluding charges of $0.62 per share related to intangible amortization, $0.30 per share related to acquisitions and divestitures, and income of $0.01 per share related to a multi-year restructuring program.
Sales in the quarter were a record $8.9 billion, up 28% from the third quarter of 2025. The sales increase consisted of 19% growth in organic sales, 8% growth from acquisitions, and 1% growth from foreign exchange.
Segment margins were a record 25.3%, 30 basis points above both the high end of the guidance range and the third quarter of 2025, driven by higher sales and improved performance amid continued capacity investments to support growth.
The Company continued to generate solid cash flow, supporting investment in growth initiatives while maintaining financial flexibility. Operating cash flow was $1.31 billion, and free cash flow was $1.03 billion.
Paulo Ruiz, Eaton chief executive officer, said, “Our strong third quarter performance reflects the focus and discipline our teams have demonstrated all year as we expand capacity, strengthen execution and position the business to meet accelerating customer demand. We delivered organic growth and segment margins above the high end of our guidance, driven by strong demand across our markets and continued momentum across our Electrical businesses. Record orders grew sequentially, backlog continued to expand, and we remain well-positioned to help customers deliver on their critical power infrastructure investments. These results reinforce our confidence in the remainder of the year.”
In the quarter, the company also announced an agreement to acquire COL Group, a leader in medium-voltage electrical distribution solutions, expanding the company’s European power distribution capabilities and manufacturing footprint and enhancing its ability to support growing customer demand across data center and utility markets.
Guidance
For the full year 2026, the company anticipates:
•Organic growth of 13-15%
•Segment margins of 24.1-24.5%
•Earnings per share between $10.39 and $10.49
•Adjusted earnings per share between $13.70 and $13.80
For the fourth quarter of 2026, the company anticipates:
•Organic growth of 13-15%
•Segment margins of 25.4-25.8%
•Earnings per share between $3.28 and $3.38
•Adjusted earnings per share between $4.05 and $4.15
Business Segment Results
Demand remained robust across key end markets, as sales for the Electrical Americas segment were a record $4.2 billion, up 22% organically from the third quarter of 2025. Operating profits were a record $1.2 billion, up 20% over the third quarter of 2025, and operating margins in the quarter were 29.8%, up 230 basis points sequentially.
The twelve-month rolling average of orders in the third quarter was up 39% organically. Total backlog at the end of September remained strong and was up 33% over September 2025.
Sales for the Electrical Global segment were a record $2.7 billion, up 58% from the third quarter of 2025. The sales increase consisted of 27% growth in organic sales and 31% contribution from Boyd Thermal in its second full quarter post-acquisition. Operating profits were a record $576 million, up 75% over the third quarter of 2025. Operating margins in the quarter were 21.1%, up 200 basis points over the third quarter of 2025.
The twelve-month rolling average of orders in the third quarter was up 51% organically. Total backlog at the end of September was up 121% over September 2025.
On a rolling twelve-month basis, the book-to-bill ratio for the Electrical businesses remained strong at 1.2.
Aerospace segment sales were a third quarter record $1.2 billion, up 11% from the third quarter of 2025. The sales increase consisted of 6% growth in organic sales and 5% growth from the Ultra PCS acquisition. Operating profits were a third quarter record $298 million, up 6% over the third quarter of 2025. Operating margins of 24.9% were down 100 basis points over the third quarter of 2025.
The twelve-month rolling average of orders in the third quarter was up 20% organically. Total backlog at the end of September was up 33% over September 2025. On a rolling twelve-month basis, the book-to-bill ratio for the Aerospace segment remained strong at 1.2.
The Mobility segment posted sales of $852 million. Organic sales increased 9%. Operating profits were $146 million, up 39% from the third quarter of 2025. Operating margins in the quarter of 17.2% were up 370 basis points from the third quarter of 2025.
Eaton 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 and institutional, machine building, residential, aerospace and mobility markets. We are guided by our commitment to do business right, to operate sustainably and to help our customers manage power ─ today and well into the future. By capitalizing on the global growth trends of electrification and digitalization, we’re helping to solve the world’s most urgent power management challenges and building a more sustainable society for people today and generations to come.
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. For more information, visit www.eaton.com. Follow us on LinkedIn.
Notice of conference call: Eaton’s conference call to discuss its third quarter results is available to all interested parties today as a live audio webcast at 11 a.m. United States Eastern time at Eaton.com/investor under “Presentations.” This news release can also be accessed on that page. Also available on the website before the call will be a presentation on third quarter results, which will be covered during the call.
Forward-Looking Statements
This news release contains forward-looking statements concerning fourth quarter and full year 2026 earnings per share, adjusted earnings per share, organic growth and segment margins; impact of acquisitions and portfolio changes on near- and long-term financial results; anticipated multi-year restructuring program charges and savings; the anticipated separation and divestiture of the Mobility business; and the anticipated acquisition of COL Group. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside the company’s control. The following factors could cause actual results to differ materially from those in the forward-looking statements: the impact of acquisitions, joint ventures, and investments and the integration of acquired entities; disruptions by natural disasters, labor strikes, wars, geopolitical instability and/or conflict, political unrest, terrorist activity, economic upheaval, or public health concerns that impact our production facilities; significant inflation or shortages of raw materials, energy, components, and/or labor, or similar challenges for our customers; reliance on suppliers to provide raw materials, components and services; the development and use of artificial intelligence in our business operations, including potential impacts on compliance with law and our reputation; service interruptions, data corruption, loss or impairment, network security and related operational impacts due to cybersecurity attacks; weather disruptions and regulatory, market and social reactions to such disruptions; our ability to identify, attract, develop, engage and retain qualified employees; our ability to complete the anticipated separation of our Mobility business through a Reverse Morris Trust transaction 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. The company disclaims 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.
Financial Results
The company’s comparative financial results for the three months ended September 30, 2026, are available on the company’s website, http://www.eaton.com.
| 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 | $ | 8,947 | $ | 6,988 | $ | 24,929 | $ | 20,393 | |||||||||||||||
| Cost of products sold | 5,842 | 4,313 | 16,318 | 12,674 | |||||||||||||||||||
| Selling and administrative expense | 1,278 | 1,105 | 3,784 | 3,302 | |||||||||||||||||||
| Research and development expense | 238 | 203 | 676 | 594 | |||||||||||||||||||
| Interest expense - net | 198 | 67 | 505 | 171 | |||||||||||||||||||
| Other expense - net | 20 | 25 | 26 | 15 | |||||||||||||||||||
| Income before income taxes | 1,370 | 1,275 | 3,620 | 3,637 | |||||||||||||||||||
| Income tax expense | 291 | 264 | 852 | 680 | |||||||||||||||||||
| Net income | 1,079 | 1,010 | 2,769 | 2,958 | |||||||||||||||||||
| Less net income for noncontrolling interests | (1) | (1) | (4) | (3) | |||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | $ | 1,078 | $ | 1,010 | $ | 2,765 | $ | 2,955 | |||||||||||||||
| Net income per share attributable to Eaton ordinary shareholders | |||||||||||||||||||||||
| Diluted | $ | 2.77 | $ | 2.59 | $ | 7.10 | $ | 7.54 | |||||||||||||||
| Basic | 2.77 | 2.60 | 7.12 | 7.57 | |||||||||||||||||||
| Weighted-average number of ordinary shares outstanding | |||||||||||||||||||||||
| Diluted | 389.6 | 390.1 | 389.4 | 391.7 | |||||||||||||||||||
| Basic | 388.6 | 388.8 | 388.5 | 390.4 | |||||||||||||||||||
| Reconciliation of net income attributable to Eaton ordinary shareholders to adjusted earnings | |||||||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | $ | 1,078 | $ | 1,010 | $ | 2,765 | $ | 2,955 | |||||||||||||||
| 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 | $ | 3,755 | $ | 3,423 | |||||||||||||||
| Net income per share attributable to Eaton ordinary shareholders - diluted | $ | 2.77 | $ | 2.59 | $ | 7.10 | $ | 7.54 | |||||||||||||||
| 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 | $ | 9.64 | $ | 8.74 | |||||||||||||||
See accompanying notes.
| EATON CORPORATION plc | |||||||||||||||||||||||
| BUSINESS SEGMENT INFORMATION | |||||||||||||||||||||||
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Electrical Americas | $ | 4,172 | $ | 3,410 | $ | 11,723 | $ | 9,770 | |||||||||||||||
| Electrical Global | 2,727 | 1,724 | 7,189 | 5,086 | |||||||||||||||||||
| Aerospace | 1,196 | 1,079 | 3,558 | 3,138 | |||||||||||||||||||
| Mobility | 852 | 775 | 2,460 | 2,399 | |||||||||||||||||||
| Total net sales | $ | 8,947 | $ | 6,988 | $ | 24,929 | $ | 20,393 | |||||||||||||||
| Segment operating profit | |||||||||||||||||||||||
| Electrical Americas | $ | 1,243 | $ | 1,034 | $ | 3,253 | $ | 2,926 | |||||||||||||||
| Electrical Global | 576 | 330 | 1,449 | 983 | |||||||||||||||||||
| Aerospace | 298 | 280 | 881 | 746 | |||||||||||||||||||
| Mobility | 146 | 105 | 345 | 299 | |||||||||||||||||||
| Total segment operating profit | 2,263 | 1,749 | 5,927 | 4,953 | |||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Intangible asset amortization expense | (314) | (130) | (709) | (365) | |||||||||||||||||||
| Interest expense - net | (198) | (67) | (505) | (171) | |||||||||||||||||||
| Pension and other postretirement benefits income (expense) | (4) | 4 | 2 | 15 | |||||||||||||||||||
| Restructuring program income (charges) | 3 | (55) | (59) | (97) | |||||||||||||||||||
| Other expense - net | (380) | (226) | (1,035) | (698) | |||||||||||||||||||
| Income before income taxes | 1,370 | 1,275 | 3,620 | 3,637 | |||||||||||||||||||
| Income tax expense | 291 | 264 | 852 | 680 | |||||||||||||||||||
| Net income | 1,079 | 1,010 | 2,769 | 2,958 | |||||||||||||||||||
| Less net income for noncontrolling interests | (1) | (1) | (4) | (3) | |||||||||||||||||||
| Net income attributable to Eaton ordinary shareholders | $ | 1,078 | $ | 1,010 | $ | 2,765 | $ | 2,955 | |||||||||||||||
See accompanying notes.
| EATON CORPORATION plc | |||||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||||
| (In millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash | $ | 528 | $ | 622 | |||||||
| Short-term investments | 290 | 181 | |||||||||
| Accounts receivable - net | 7,150 | 5,387 | |||||||||
| Inventory | 5,941 | 4,721 | |||||||||
| Prepaid expenses and other current assets | 2,121 | 1,444 | |||||||||
| Total current assets | 16,031 | 12,355 | |||||||||
| Property, plant and equipment - net | 4,815 | 4,316 | |||||||||
| Other noncurrent assets | |||||||||||
| Goodwill | 20,298 | 15,769 | |||||||||
| Other intangible assets | 12,264 | 5,054 | |||||||||
| Operating lease assets | 943 | 768 | |||||||||
| Deferred income taxes | 571 | 707 | |||||||||
| Other assets | 2,530 | 2,281 | |||||||||
| Total assets | $ | 57,452 | $ | 41,251 | |||||||
| Liabilities and shareholders’ equity | |||||||||||
| Current liabilities | |||||||||||
| Short-term debt | $ | 1,594 | $ | 1 | |||||||
| Current portion of long-term debt | 710 | 1,136 | |||||||||
| Accounts payable | 5,911 | 4,168 | |||||||||
| Accrued compensation | 832 | 644 | |||||||||
| Other current liabilities | 3,944 | 3,421 | |||||||||
| Total current liabilities | 12,991 | 9,370 | |||||||||
| Noncurrent liabilities | |||||||||||
| Long-term debt | 17,802 | 8,758 | |||||||||
| Pension liabilities | 623 | 702 | |||||||||
| Other postretirement benefits liabilities | 157 | 161 | |||||||||
| Operating lease liabilities | 816 | 637 | |||||||||
| Deferred income taxes | 2,084 | 265 | |||||||||
| Other noncurrent liabilities | 1,958 | 1,889 | |||||||||
| Total noncurrent liabilities | 23,440 | 12,412 | |||||||||
| Shareholders’ equity | |||||||||||
| Eaton shareholders’ equity | 20,976 | 19,425 | |||||||||
| Noncontrolling interests | 47 | 44 | |||||||||
| Total equity | 21,023 | 19,469 | |||||||||
| Total liabilities and equity | $ | 57,452 | $ | 41,251 | |||||||
See accompanying notes.
EATON CORPORATION plc
NOTES TO THE THIRD QUARTER 2026 EARNINGS RELEASE
Amounts are in millions of dollars 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. NON-GAAP FINANCIAL INFORMATION
This earnings release includes certain non-GAAP financial measures. These financial measures include adjusted earnings, adjusted earnings per ordinary share, and free cash flow, each of which differs from the most directly comparable measure calculated in accordance with generally accepted accounting principles (GAAP). A reconciliation of each of these financial measures to the most directly comparable GAAP measure is included in this earnings release. 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 Corporation plc's (Eaton or the Company) financial performance period to period. Management uses this information in monitoring and evaluating the on-going performance of Eaton and each business segment.
The Company's fourth quarter and full year net income per ordinary share and adjusted earnings per ordinary share guidance for 2026 is as follows:
Three months ended December 31, 2026 | Year ended December 31, 2026 | ||||||||||||||||||||||||||||||||||
| Net income per share attributable to Eaton ordinary shareholders - diluted | $3.28 - $3.38 | $10.39 - $10.49 | |||||||||||||||||||||||||||||||||
| Excluding per share impact of acquisition and divestiture charges, after tax | 0.25 | 1.26 | |||||||||||||||||||||||||||||||||
| Excluding per share impact of restructuring program charges, after tax | 0.07 | 0.19 | |||||||||||||||||||||||||||||||||
| Excluding per share impact of intangible asset amortization expense, after tax | 0.45 | 1.86 | |||||||||||||||||||||||||||||||||
| Adjusted earnings per ordinary share | $4.05 - $4.15 | $13.70 - $13.80 | |||||||||||||||||||||||||||||||||
A reconciliation of net income attributable to Eaton ordinary shareholders per share to adjusted earnings per ordinary share is as follows:
| Year ended December 31, 2025 | |||||
| Net income per share attributable to Eaton ordinary shareholders - diluted | $ | 10.45 | |||
| Excluding per share impact of acquisition and divestiture charges, after tax | 0.37 | ||||
| Excluding per share impact of restructuring program charges, after tax | 0.26 | ||||
| Excluding per share impact of intangible asset amortization expense, after tax | 0.99 | ||||
| Adjusted earnings per ordinary share | $ | 12.07 | |||
A reconciliation of operating cash flow to free cash flow is as follows:
| (In millions) | Three months ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||||
| Operating cash flow | $ | 1,310 | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures for property, plant and equipment | (275) | ||||||||||||||||||||||||||||||||||||||||
| Free cash flow | $ | 1,034 | |||||||||||||||||||||||||||||||||||||||
Note 2. BUSINESS SEGMENT INFORMATION
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.
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.
Note 3. 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.
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 | $ | 7 | $ | 9 | $ | 27 | $ | 43 | |||||||||||||||||||||
| Selling and administrative expense | 1 | 2 | 8 | 14 | |||||||||||||||||||||||||
| Other expense - net | 4 | 5 | 17 | 7 | |||||||||||||||||||||||||
| Total expense | $ | 12 | $ | 16 | $ | 52 | $ | 64 | |||||||||||||||||||||
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 Condensed 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 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.
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 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.
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.
Note 4. 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 charges 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, 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.
Note 5. 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. The Company expects mature year benefits of $415 million when the multi-year program is fully implemented.
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 | $ | (7) | $ | 45 | $ | 35 | $ | 65 | |||||||||||||||||||||
| Plant closing and other | 5 | 10 | 25 | 33 | |||||||||||||||||||||||||
Total before income taxes1 | (3) | 55 | 59 | 97 | |||||||||||||||||||||||||
| Income tax benefit (expense) | — | 12 | 13 | 22 | |||||||||||||||||||||||||
| Total after income taxes | $ | (2) | $ | 43 | $ | 46 | $ | 75 | |||||||||||||||||||||
| Per ordinary share - diluted | $ | (0.01) | $ | 0.11 | $ | 0.12 | $ | 0.19 | |||||||||||||||||||||
Restructuring program charges (income) related to the following segments:
| Three months ended September 30 | Nine months ended September 30 | ||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
Electrical Americas1 | $ | (3) | $ | 3 | $ | 8 | $ | 12 | |||||||||||||||||||||
Electrical Global1 | (6) | 20 | 34 | 39 | |||||||||||||||||||||||||
| Aerospace | — | 1 | — | 1 | |||||||||||||||||||||||||
| Mobility | 4 | 27 | 6 | 33 | |||||||||||||||||||||||||
| Corporate | 2 | 5 | 11 | 12 | |||||||||||||||||||||||||
| Total | $ | (3) | $ | 55 | $ | 59 | $ | 97 | |||||||||||||||||||||
1The restructuring program liability was adjusted by $3 million and $9 million in the third quarter of 2026 primarily related to true-ups for completed workforce reductions in the Electrical Americas and Electrical Global business segments, respectively.
These restructuring program charges (income) were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other expense - net, as appropriate. In Business Segment Information, these restructuring program charges are treated as Corporate items.
Note 6. 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 | |||||||||||||||||||||
Contacts
Eaton Corporation plc
Camie Melton Hanily
Media Relations
+1 (952) 240-2270
media@eaton.com
Yan Jin
Investor Relations
+1 (440) 523-7558