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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): April 30, 2024
EATON CORPORATION plc
(Exact name of registrant as specified in its charter)
   
Ireland 000-54863 98-1059235
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
Eaton House, 30 Pembroke Road, Dublin 4, Ireland   D04 Y0C2
(Address of principal executive offices) (Zip Code)
  +353
1637 2900
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Ordinary shares ($0.01 par value) ETN New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 Section 2 – Financial Information
Act. ☐





Item 2.02 Results of Operations and Financial Condition
On April 30, 2024, Eaton Corporation plc issued a press release announcing financial results for the quarter ended March 31, 2024. A copy of this press release is attached hereto as Exhibit 99.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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: April 30, 2024 By: /s/ Daniel R. Hopgood
Daniel R. Hopgood
Senior Vice President and Controller

EX-99 2 etn03312024exhibit99.htm EX-99 Document

Exhibit 99
Eaton Reports Record First Quarter 2024 Results, with Strong Orders and Backlog Growth

•First quarter earnings per share of $2.04 and adjusted earnings per share of $2.40, both up 28% over 2023 and first quarter records

•First quarter record segment margins of 23.1%, 340 basis points above the first quarter of 2023

•8% organic sales growth, at the high end of guidance, and strong backlog growth of 27% in Electrical and 11% in Aerospace

•Raised full year 2024 organic sales, segment margin, earnings per share and adjusted earnings per share guidance

DUBLIN — April 30, 2024 — Intelligent power management company Eaton Corporation plc (NYSE:ETN) today announced that earnings per share were $2.04 for the first quarter of 2024, a first quarter record and up 28% over the first quarter of 2023. Excluding charges of $0.21 per share related to intangible amortization, $0.12 per share related to a multi-year restructuring program, and $0.03 per share related to acquisitions and divestitures, adjusted earnings per share of $2.40 were also a first quarter record and up 28% over the first quarter of 2023.

Sales in the quarter were $5.9 billion, a first quarter record and up 8% from the first quarter of 2023, driven entirely by organic sales growth.

Segment margins were 23.1%, a first quarter record and a 340-basis point improvement over the first quarter of 2023.

Operating cash flow was $475 million and free cash flow was $292 million, up 42% and 40%, respectively, over the same period in 2023.

Craig Arnold, Eaton chairman and chief executive officer, said, “Growth drivers like increased project activity tied to megatrends, reindustrialization and infrastructure spending continue to drive demand for Eaton’s solutions across our markets, and we remain very confident in our teams' ability to execute on our increased targets for the year. We capitalized on strong growth in our business to start the year, resulting in strong order growth in Electrical and Aerospace and first quarter record segment margins."

Guidance

For the full year 2024, the company is raising:
•Organic growth guidance from 6.5-8.5% to 7-9%
•Segment margin guidance from 22.4-22.8% to 22.8-23.2%
•Earnings per share guidance to between $8.95 and $9.35, up 14% at the midpoint over the prior year
•Adjusted earnings per share guidance to between $10.20 and $10.60, up 14% at the midpoint over the prior year.

For the second quarter of 2024, the company anticipates:
•Organic growth of 6.5-8.5%
•Segment margins of 22.4-22.8%
•Earnings per share between $2.19 and $2.29
•Adjusted earnings per share between $2.52 and $2.62.




Business Segment Results

Sales for the Electrical Americas segment were a record $2.7 billion, up 17% from the first quarter of 2023, driven entirely by organic sales growth. Operating profits were a record $785 million, up 50% over the first quarter of 2023. Operating margins in the quarter were a record 29.2%, up 630 basis points over the first quarter of 2023.

The twelve-month rolling average of orders in the first quarter was up 8% organically, with particular strength in the data center market. Backlog at the end of March remained at record levels, up 31% organically over March 2023.

Sales for the Electrical Global segment were $1.5 billion, flat to the first quarter of 2023. Organic sales were up 1%, which was offset by 1% from negative currency translation. Operating profits were $274 million and operating margins in the quarter were 18.3%.

The twelve-month rolling average of orders in the first quarter was up 4% organically, with particular strength in the data center and utility markets. Backlog at the end of March was up 12% organically over March 2023.

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 first quarter record $871 million, up 9% from the first quarter of 2023, driven entirely by organic sales growth. Operating profits were $201 million, a first quarter record and up 12% from the first quarter of 2023. Operating margins in the quarter were 23.1%, a first quarter record and up 60 basis points over the first quarter of 2023.

The twelve-month rolling average of orders in the first quarter was up 2% organically, with particular strength in commercial OEM, commercial aftermarket and defense aftermarket. The backlog at the end of March was up 11% over March 2023. On a rolling twelve-month basis, the book-to-bill ratio for the Aerospace segment remained strong at 1.1.

The Vehicle segment posted sales of $724 million, down 2% from the first quarter of 2023. Organic sales were down 3%, which was partially offset by 1% from favorable foreign exchange. Operating profits were $116 million, up 8% over the first quarter of 2023. Operating margins in the quarter were 16.0%, up 150 basis points over the first quarter of 2023.

eMobility segment sales were a first quarter record $158 million, up 7% over the first quarter of 2023, driven entirely by organic sales growth. The segment recorded an operating loss of $4 million, reflecting the timing of program start-up costs to support future volume growth.

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, 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 accelerating the planet’s transition to renewable energy sources, helping to solve the world’s most urgent power management challenges, and building a more sustainable society for people today and generations to come.

Eaton was founded in 1911 and has been listed on the New York Stock Exchange for more than a century. We reported revenues of $23.2 billion in 2023 and serve customers in more than 160 countries. For more information, visit www.eaton.com. Follow us on LinkedIn.

Notice of conference call: Eaton’s conference call to discuss its first quarter results is available to all interested parties today as a live audio webcast at 11 a.m. United States Eastern time via a link on Eaton’s home page. This news release can be accessed under its headline on the home page. Also available on the website before the call will be a presentation on first quarter results, which will be covered during the call.




This news release contains forward-looking statements concerning second quarter and full year 2024 earnings per share, adjusted earnings per share, segment margins and organic sales growth, as well as anticipated multi-year restructuring program charges and savings. 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: a global pandemic such as COVID-19; geopolitical tensions or war, unanticipated changes in the markets for the company’s business segments; unanticipated downturns in business relationships with customers or their purchases from us; competitive pressures on sales and pricing; supply chain disruptions, unanticipated changes in the cost of material, labor, and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute resolutions; strikes or other labor unrest at Eaton or at our customers or suppliers; natural disasters; the performance of recent acquisitions; unanticipated difficulties completing or integrating acquisitions; new laws and governmental regulations; interest rate changes; changes in tax laws or tax regulations; stock market and currency fluctuations; and unanticipated deterioration of economic and financial conditions in the United States and around the world. We do not assume any obligation to update these forward-looking statements.

Financial Results

The company’s comparative financial results for the three months ended March 31, 2024, are available on the company’s website,www.eaton.com.




EATON CORPORATION plc
CONSOLIDATED STATEMENTS OF INCOME
Three months ended
March 31
(In millions except for per share data) 2024 2023
Net sales $ 5,943  $ 5,483 
Cost of products sold 3,725  3,599 
Selling and administrative expense 1,025  904 
Research and development expense 189  179 
Interest expense - net 30  50 
Other income - net (26) (11)
Income before income taxes 1,001  762 
Income tax expense 179  123 
Net income 822  639 
Less net income for noncontrolling interests (1) (1)
Net income attributable to Eaton ordinary shareholders $ 821  $ 638 
Net income per share attributable to Eaton ordinary shareholders
Diluted $ 2.04  $ 1.59 
Basic 2.05  1.60 
Weighted-average number of ordinary shares outstanding
Diluted 401.9  400.5 
Basic 399.9  398.5 
Reconciliation of net income attributable to Eaton ordinary shareholders
   to adjusted earnings
Net income attributable to Eaton ordinary shareholders $ 821  $ 638 
Excluding acquisition and divestiture charges, after-tax 13  11 
Excluding restructuring program charges, after-tax 49 
Excluding intangible asset amortization expense, after-tax 84  97 
Adjusted earnings $ 966  $ 753 
Net income per share attributable to Eaton ordinary shareholders - diluted $ 2.04  $ 1.59 
Excluding per share impact of acquisition and divestiture charges, after-tax 0.03  0.03 
Excluding per share impact of restructuring program charges, after-tax 0.12  0.02 
Excluding per share impact of intangible asset amortization expense, after-tax 0.21  0.24 
Adjusted earnings per ordinary share $ 2.40  $ 1.88 
See accompanying notes.




EATON CORPORATION plc
BUSINESS SEGMENT INFORMATION
Three months ended
March 31
(In millions) 2024 2023
Net sales
Electrical Americas $ 2,690  $ 2,294 
Electrical Global 1,500  1,500 
Aerospace 871  803 
Vehicle 724  739 
eMobility 158  147 
Total net sales $ 5,943  $ 5,483 
Segment operating profit (loss)
Electrical Americas $ 785  $ 525 
Electrical Global 274  274 
Aerospace 201  180 
Vehicle 116  107 
eMobility (4) (4)
Total segment operating profit 1,371  1,082 
Corporate
Intangible asset amortization expense (106) (124)
Interest expense - net (30) (50)
Pension and other postretirement benefits income 12  11 
Restructuring program charges (63) (10)
Other expense - net (184) (148)
Income before income taxes 1,001  762 
Income tax expense 179  123 
Net income 822  639 
Less net income for noncontrolling interests (1) (1)
Net income attributable to Eaton ordinary shareholders $ 821  $ 638 
See accompanying notes.




EATON CORPORATION plc
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions) March 31, 2024 December 31, 2023
Assets
Current assets
Cash $ 473  $ 488 
Short-term investments 1,969  2,121 
Accounts receivable - net 4,674  4,475 
Inventory 3,868  3,739 
Prepaid expenses and other current assets 870  851 
Total current assets 11,853  11,675 
Property, plant and equipment - net 3,558  3,530 
Other noncurrent assets
Goodwill 14,877  14,977 
Other intangible assets 4,975  5,091 
Operating lease assets 722  648 
Deferred income taxes 481  458 
Other assets 2,070  2,052 
Total assets $ 38,535  $ 38,432 
Liabilities and shareholders’ equity
Current liabilities
Short-term debt $ $
Current portion of long-term debt 994  1,017 
Accounts payable 3,400  3,365 
Accrued compensation 492  676 
Other current liabilities 2,726  2,680 
Total current liabilities 7,613  7,747 
Noncurrent liabilities
Long-term debt 8,192  8,244 
Pension liabilities 730  768 
Other postretirement benefits liabilities 177  180 
Operating lease liabilities 601  533 
Deferred income taxes 419  402 
Other noncurrent liabilities 1,478  1,489 
Total noncurrent liabilities 11,597  11,616 
Shareholders’ equity
Eaton shareholders’ equity 19,292  19,036 
Noncontrolling interests 34  33 
Total equity 19,326  19,069 
Total liabilities and equity $ 38,535  $ 38,432 
See accompanying notes.



EATON CORPORATION plc
NOTES TO THE FIRST QUARTER 2024 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 second quarter and full year adjusted earnings guidance for 2024 is as follows:
Three months ended June 30, 2024
Year ended
December 31, 2024
Net income per share attributable to Eaton ordinary shareholders - diluted $2.19 - $2.29 $8.95 - $9.35
Excluding per share impact of acquisition and divestiture charges, after tax 0.02  0.09 
Excluding per share impact of restructuring program charges, after tax 0.10  0.33 
Excluding per share impact of intangible asset amortization expense, after tax 0.21  0.83 
Adjusted earnings per ordinary share $2.52 - $2.62 $10.20 - $10.60
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, 2023
Net income per share attributable to Eaton ordinary shareholders - diluted $ 8.02 
Excluding per share impact of acquisition and divestiture charges, after tax 0.10 
Excluding per share impact of restructuring program charges, after tax 0.11 
Excluding per share impact of intangible asset amortization expense, after tax 0.89 
Adjusted earnings per ordinary share $ 9.12 
A reconciliation of operating cash flow to free cash flow is as follows:     
Three months ended
March 31
(In millions) 2024 2023
Operating cash flow $ 475  $ 335 
Capital expenditures for property, plant and equipment (183) (126)
Free cash flow $ 292  $ 209 





Note 2. 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
March 31
(In millions except for per share data) 2024 2023
Acquisition integration, divestiture charges and transaction costs $ 17  $ 13 
Income tax benefit
Total after income taxes $ 13  $ 11 
Per ordinary share - diluted $ 0.03  $ 0.03 
Acquisition integration, divestiture charges and transaction costs in 2024 and 2023 are primarily related to acquisitions completed prior to 2023, including other charges and income to acquire and exit businesses. These charges were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other income - net. In Business Segment Information, the charges were included in Other expense - net.

Note 3. RESTRUCTURING CHARGES
In the second quarter of 2020, Eaton initiated a multi-year restructuring program to reduce its cost structure and gain efficiencies in its business segments and at corporate in order to initially respond to declining market conditions brought on by the COVID-19 pandemic. Since the inception of the program, the Company incurred expenses of $199 million for workforce reductions and $184 million for plant closing and other costs, resulting in total charges of $382 million through December 31, 2023. This multi-year restructuring program was substantially complete at the end of 2023, with final payments expected to be made in 2024.
During the first quarter of 2024, Eaton implemented a new 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. Restructuring charges incurred under this program were $63 million in the first quarter of 2024. This restructuring program is expected to be completed in 2026 and is expected to incur additional expenses related to workforce reductions of $216 million and plant closing and other costs of $96 million, resulting in total estimated charges of $375 million for the entire program. The Company expects mature year benefits of $325 million when the multi-year program is fully implemented.
A summary of restructuring program charges is as follows:
Three months ended
March 31
(In millions except for per share data) 2024 2023
Workforce reductions $ 59  $
Plant closing and other
Total before income taxes 63  10 
Income tax benefit 14 
Total after income taxes $ 49  $
Per ordinary share - diluted $ 0.12  $ 0.02 




Restructuring program charges related to the following segments:
Three months ended
March 31
(In millions) 2024 2023
Electrical Americas $ $
Electrical Global 24 
Aerospace
Vehicle 24 
Corporate — 
Total charges $ 63  $ 10 
These restructuring program charges were included in Cost of products sold, Selling and administrative expense, Research and development expense, or Other income – net, as appropriate. In Business Segment Information, these restructuring program charges are treated as Corporate items.

Note 4. INTANGIBLE ASSET AMORTIZATION EXPENSE
Intangible asset amortization expense is as follows:
Three months ended
March 31
(In millions except for per share data) 2024 2023
Intangible asset amortization expense $ 106  $ 124 
Income tax benefit 23  27 
Total after income taxes $ 84  $ 97 
Per ordinary share - diluted $ 0.21  $ 0.24 




Contacts

Eaton Corporation plc
Jennifer Tolhurst
Media Relations
+1 (440) 523-4006
jennifertolhurst@eaton.com

Yan Jin
Investor Relations
+1 (440) 523-7558