Eaton Corp plc (Form: 10-K, Received: 02/28/2013 15:17:13)

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Non-accelerated filer o

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the year ended December 31, 2012

Commission file number 000-54863

EATON CORPORATION plc

(Exact name of registrant as specified in its charter)



Ireland		98-1059235
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

70 Sir John Rogerson’s Quay, Dublin 2, Ireland		-
(Address of principal executive offices)		(Zip code)

+1 (440) 523-5000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Ordinary Shares ($0.01 par value)

The New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of Common Stock held by non-affiliates of the registrant as of June 30, 2012 was $13.4 billion.

As of January 31, 2013 , there were 471.1 million Ordinary Shares outstanding.

Documents Incorporated By Reference

Portions of the Proxy Statement for the 2013 annual shareholders meeting are incorporated by reference into Part III.

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TABLE OF CONTENTS
Part I		2
Item 1.	Business	2
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
Part II		7
Item 5.	Market for the Registrant's Ordinary Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	8
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	8
Item 8.	Financial Statements and Supplementary Data	8
Item 9.	Change in and Disagreements with Accountants on Accounting and Financial Disclosure	8
Item 9A.	Controls and Procedures	8
Item 9B.	Other Information	9
Part III		9
Item 10.	Directors, Executive Officers and Corporate Governance	9
Item 11.	Executive Compensation	10
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	11
Item 13.	Certain Relationships and Related Transactions, and Director Independence	11
Item 14.	Principal Accounting Fees and Services	11
Part IV		11
Item 15.	Exhibits, Financial Statement Schedules	11
SIGNATURES		15
Exhibit Index
EX-10(a)
EX-10(e)
EX-10(i)
EX-10(k)
EX-10(l)
EX-10(m)
EX-10(o)
EX-10(p)
EX-10(w)
EX-10(y)
EX-10(bb)
EX-10(cc)
EX-10(dd)
EX-10(ff)
EX-10(mm)
EX-10(oo)
EX-12
EX-21
EX-23
EX-24
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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Part I

Item 1. Business.

Eaton Corporation plc (Eaton or Company) was incorporated under the laws of Ireland on May 10, 2012, and became the successor registrant to Eaton Corporation on November 30, 2012 , in connection with the consummation of the acquisition of Cooper Industries plc (Cooper), which is further described below. Eaton is a diversified power management company providing energy-efficient solutions that help its customers effectively manage electrical, hydraulic and mechanical power. The Company is a global technology leader in electrical products, systems and services for power quality, distribution and control, power transmission, lighting and wiring products; hydraulics components, systems and services for industrial and mobile equipment; aerospace fuel, hydraulics and pneumatic systems for commercial and military use; and truck and automotive drivetrain and powertrain systems for performance, fuel economy and safety. Eaton has approximately 103,000 employees in over 50 countries and sells products to customers in 175 countries.

Eaton electronically files or furnishes reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) to the United States Securities and Exchange Commission (SEC), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy and information statements, as well as any amendments to those reports. As soon as reasonably practicable, these reports are available free of charge through the Company's Internet website at http://www.eaton.com. These filings are also accessible on the SEC's Internet website at http://www.sec.gov.

Acquisitions and Sale of Businesses

Cooper Industries plc

On November 30, 2012 , Eaton Corporation acquired Cooper for a purchase price totaling $13,192 million , which consisted of cash totaling $6,543 million and Eaton share consideration valued at $6,649 million .

Cooper is a diversified global manufacturer of electrical products and systems, with brands including Bussmann electrical and electronic fuses; Crouse-Hinds and CEAG explosion-proof electrical equipment; Halo and Metalux lighting fixtures; and Kyle and McGraw-Edison power systems products. Cooper had annual sales of $5,409 million for 2011. Eaton's Consolidated Financial Statements include Cooper's results of operations from November 30, 2012 through December 31, 2012 . For segment reporting purposes, Cooper has been identified as a segment at December 31, 2012 . Additional information related to the acquisition of Cooper and business segments is presented in Note 2 and Note 14, respectively, of the Notes to the Consolidated Financial Statements.

Eaton's management believes the acquisition of Cooper will provide substantial synergies including, but not limited to, enhanced operational cost efficiencies, incremental revenue opportunities, the acceleration of Eaton’s long-term growth potential through greater exposure to faster growing end markets, increased earnings and cash flow and better access to capital markets as a result of enhanced size and an expanded business line.

Acquisitions of Other Businesses

In 2012 , Eaton acquired other businesses in separate transactions for combined net cash purchase prices totaling $604 million . The Consolidated Statements of Income include the results of these businesses from the dates of the transactions. These acquisitions of other businesses and the related annual sales prior to acquisition are summarized below:



Acquired businesses	Date of transaction	Business segment	Annual sales (in millions)
Rolec Comercial e Industrial S.A.	September 28, 2012	Electrical Americas	$85 for the 12 months ended September 30, 2012
A Chilean manufacturer of integrated power assemblies and low- and medium-voltage switchgear, and a provider of engineering services serving mining and other heavy industrial applications in Chile and Peru.	September 28, 2012	Electrical Americas	$85 for the 12 months ended September 30, 2012

Jeil Hydraulics Co., Ltd.	July 6, 2012	Hydraulics	$189 for 2011
A Korean manufacturer of track drive motors, swing drive motors, main control valves and remote control valves for the construction equipment market.	July 6, 2012	Hydraulics	$189 for 2011

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Acquired businesses	Date of transaction	Business segment	Annual sales (in millions)
Polimer Kaucuk Sanayi ve Pazarlama A.S.	June 1, 2012	Hydraulics	$335 for 2011
A Turkish manufacturer of hydraulic and industrial hose for construction, mining, agriculture, oil and gas, manufacturing, food and beverage, and chemicals markets. This business sells its products under the SEL brand name.	June 1, 2012	Hydraulics	$335 for 2011

Gycom Electrical Low-Voltage Power Distribution, Control and Automation	June 1, 2012	Electrical Rest of World	$24 for 2011
A Swedish electrical low-voltage power distribution, control and automation components business.	June 1, 2012	Electrical Rest of World	$24 for 2011

Eaton's acquired businesses and joint venture entered into for 2011 and 2010 are presented in Note 2 of the Notes to the Consolidated Financial Statements.

Sale of Apex Tool Group, LLC

In July 2010, Cooper formed a joint venture, named Apex Tool Group, LLC (Apex), with Danaher Corporation (Danaher). Apex was formed by combining Cooper’s tools business with certain tools businesses from Danaher’s Tools and Components segment. Cooper and Danaher each owned a 50% interest in the joint venture, had equal representation on its board of directors and had a 50% voting interest in the joint venture.

On October 10, 2012, Cooper and Danaher announced they had entered into a definitive agreement to sell Apex to Bain Capital for approximately $1.6 billion subject to post-closing adjustments. On February 1, 2013 , the sale of Apex was completed.

Business Segment Information

Information by business segment and geographic region regarding principal products, principal markets, methods of distribution, net sales, operating profit and assets is presented in Note 14 of the Notes to the Consolidated Financial Statements. Additional information regarding Eaton's segments and business is presented below.

Electrical Americas and Electrical Rest of World

Principal methods of competition in these segments are performance of products and systems, technology, customer service and support, and price. Eaton has a strong competitive position in these segments and, with respect to many products, is considered among the market leaders. In normal economic cycles, sales of these segments are historically lower in the first quarter and higher in the third and fourth quarters of a year. In 2012 , one large distributor of electrical products represented 12% of the sales of the Electrical Americas segment.

Cooper

As a result of the acquisition of Cooper, Eaton now has a strong competitive position in this segment's markets and, with respect to many products, is considered among the market leaders. Principal methods of competition in this segment are product performance, customer and end-user service, quality, brand name, and availability. In normal economic cycles, sales of this segment follow general economic conditions and are generally sensitive to activity in the commercial and residential construction markets, industrial production levels, electronic component production and spending by utilities for replacements, expansions and efficiency improvements.

Hydraulics

Principal methods of competition in this segment are product performance, geographic coverage, service, and cost competitiveness. Eaton has a strong competitive position in this segment and, with respect to many products, is considered among the market leaders. Sales of this segment are historically higher in the first and second quarters and lower in the third and fourth quarters of the year. In 2012 , 10% of this segment's sales were made to two large manufacturers or distributors of agricultural, construction and industrial equipment and parts.

Aerospace

Principal methods of competition in this segment are total cost of ownership, product and system performance, quality, design engineering capabilities, and timely delivery. Eaton has a strong competitive position in this segment and, with respect to many products and platforms, is considered among the market leaders. In 2012 , 19% of this segment's sales were made to two large manufacturers of aircraft.

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Truck

Principal methods of competition in this segment are product performance, global service, and cost competitiveness. Eaton has a strong competitive position in this segment and, with respect to many products, is considered among the market leaders. In 2012 , 72% of this segment's sales were made to five large manufacturers of heavy-, medium-, and light-duty trucks and off-highway vehicles.

Automotive

Principal methods of competition in this segment are product performance, global service, and cost competitiveness. Eaton has a strong competitive position in this segment and, with respect to many products, is considered among the market leaders. Sales of this segment historically are slightly lower in the third quarter of the year as a result of the normal seasonal pattern of automotive industry production. In 2012 , 61% of this segment's sales were made to six large manufacturers of vehicles and related components.

Information Concerning Eaton's Business in General

Raw Materials

Eaton's major requirements for raw materials include iron, steel, copper, nickel, aluminum, aluminum ingots, brass, tin, silver, lead, molybdenum, titanium, vanadium, rubber, plastic, electronic components, and insulating materials and fluids. Materials are purchased in various forms, such as extrusions, castings, powder metal, metal sheets and strips, forging billets, bar stock and plastic pellets. Raw materials, as well as parts and other components, are purchased from many suppliers, although there are limited sources of supply for electrical core steel and insulating fluids. Under normal circumstances, the Company has no difficulty obtaining its raw materials. In 2012 , Eaton maintained appropriate levels of inventory to prevent shortages and did not experience any availability constraints.

Patents and Trademarks

Eaton considers its tradenames and trademarks to be of significant value to its business as a whole. The Company's products are marketed under a portfolio of patents, trademarks, licenses or other forms of intellectual property that expire at various dates in the future. Eaton develops and acquires new intellectual property on an ongoing basis and considers all of its intellectual property to be valuable. Based on the broad scope of the Company's product lines, management believes that the loss or expiration of any single intellectual property right would not have a material effect on Eaton's consolidated financial statements or its business segments. The Company's policy is to file applications and obtain patents for the great majority of its novel and innovative new products including product modifications and improvements.

Order Backlog

Since a significant portion of open orders placed with Eaton by original equipment manufacturers of trucks, off-highway vehicles and passenger cars are historically subject to month-to-month releases by customers during each model year, these orders are not considered firm. In measuring backlog orders, only the amount of orders to which customers are firmly committed are included. Using this criterion, total backlog at December 31, 2012 and 2011 was approximately $4.5 billion and $3.8 billion, respectively. Backlog should not be relied upon as being indicative of results of operations for future periods.

Research and Development

Research and development expenses for new products and improvement of existing products in 2012 , 2011 and 2010 were $439 million , $417 million and $425 million , respectively. Over the past five years, the Company has invested approximately $2.1 billion in research and development.

Environmental Contingencies

Operations of the Company involve the use and disposal of certain substances regulated under environmental protection laws. Eaton continues to modify processes on an ongoing, regular basis in order to reduce the impact on the environment, including the reduction or elimination of certain chemicals used in, and wastes generated from, operations. Compliance with laws that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, are not expected to have a material adverse effect upon earnings or the competitive position of the Company. Eaton's estimated capital expenditures for environmental control facilities are not expected to be material for 2013 and 2014 . Information regarding the Company's liabilities related to environmental matters is presented in Note 7 of the Notes to the Consolidated Financial Statements.

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Item 1A. Risk Factors.

Among the risks that could materially adversely affect Eaton's businesses, financial condition or results of operations are the following:

Eaton may not realize all of the anticipated benefits from the acquisition of Cooper or those benefits may take longer to realize than expected.

Eaton's ability to realize the anticipated benefits of the Cooper transaction will depend, to a large extent, on the Company's ability to integrate the two businesses. The integration process may disrupt the businesses and, if implemented ineffectively, would preclude realization of the full benefits expected. The difficulties of combining the operations of the companies include, among others:


•	the diversion of management's attention to integration matters;


•	difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining the business of Cooper with that of Eaton;


•	difficulties in the integration of operations and systems;


•	difficulties in the assimilation of employees;


•	difficulties in managing the expanded operations of a significantly larger and more complex company;


•	challenges in keeping existing customers and obtaining new customers; and


•	challenges in attracting and retaining key personnel.

Many of these factors will be outside of Eaton's control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could materially impact the business, financial condition, and results of operations of Eaton.

Volatility of end markets that Eaton serves.

Eaton's segment revenues, operating results and profitability have varied in the past and may vary from quarter to quarter in the future. Profitability can be negatively impacted by volatility in the end markets that Eaton serves. The Company has undertaken measures to reduce the impact of this volatility through diversification of markets it serves and expansion of geographic regions in which it operates. Future downturns in any of the markets could adversely affect revenues, operating results, and profitability.

Eaton's operating results depend in part on continued successful research, development, and marketing of new and/or improved products and services, and there can be no assurance that Eaton will continue to successfully introduce new products and services.

The success of new and improved products and services depends on their initial and continued acceptance by Eaton's customers. The Company's businesses are affected, to varying degrees, by technological change and corresponding shifts in customer demand, which could result in unpredictable product transitions or shortened life cycles. Eaton may experience difficulties or delays in the research, development, production or marketing of new products and services which may prevent Eaton from recouping or realizing a return on the investments required to bring new products and services to market.

Eaton's ability to attract, develop and retain executives and other qualified employees is crucial to the Company's results of operations and future growth.

Eaton depends on the continued services and performance of key executives, senior management, and skilled personnel, particularly professionals with experience in its industry and business. Eaton cannot be certain that any of these individuals will continue his or her employment with the Company. A lengthy period of time is required to hire and develop replacement personnel when skilled personnel depart. An inability to hire, develop, and retain a sufficient number of qualified employees could materially hinder the business by, for example, delaying Eaton's ability to bring new products to market or impairing the success of the Company's operations.

Eaton's operations depend on production facilities throughout the world, which subjects them to varying degrees of risk of disrupted production.

Eaton manages businesses with manufacturing facilities worldwide. The Company's manufacturing facilities and operations could be disrupted by a natural disaster, labor strike, war, political unrest, terrorist activity, economic upheaval or public health concerns. Some of these conditions are more likely in certain geographic regions in which Eaton operates. Any such disruption could cause delays in shipments of products and the loss of sales and customers, and insurance proceeds may not adequately compensate for losses.

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If Eaton is unable to protect its information technology infrastructure against service interruptions, data corruption, cyber-based attacks or network security breaches, operations could be disrupted or data confidentiality lost.

Eaton relies on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including procurement, manufacturing, distribution, invoicing and collection. These technology networks and systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading or replacing software, databases or components, power outages, hardware failures, or computer viruses. In addition, security breaches could result in unauthorized disclosure of confidential information. If these information technology systems suffer severe damage, disruption or shutdown and business continuity plans do not effectively resolve the issues in a timely manner, there could be a negative impact on operating results or the Company may suffer financial or reputational damage.

Eaton's global operations subject it to economic risk as Eaton's results of operations may be adversely affected by changes in government regulations and policies and currency fluctuations.

Operating globally subjects Eaton to changes in government regulations and policies in a large number of jurisdictions around the world, including those related to tariffs and trade barriers, investments, property ownership rights, taxation, exchange controls and repatriation of earnings. Changes in the relative values of currencies occur from time to time and could affect Eaton's operating results. While the Company monitors exchange rate exposures and attempts to reduce these exposures through hedging activities, these risks could adversely affect operating results.

Eaton may be subject to risks relating to changes in its tax rates or exposure to additional income tax liabilities.

Eaton is subject to income taxes worldwide. Income tax liabilities are subject to the allocation of income among various tax jurisdictions. The Company's effective tax rate could be affected by changes in the mix among earnings in countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets or changes in tax laws. The amount of income taxes paid is subject to ongoing audits by tax authorities in the countries in which Eaton operates. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments to the Company's tax liabilities.

Eaton uses a variety of raw materials and components in its businesses, and significant shortages, price increases, or supplier insolvencies could increase operating costs and adversely impact the competitive positions of Eaton's products.

Eaton's major requirements for raw materials are described above in Item 1 “Raw Materials”. Significant shortages could affect the prices Eaton's businesses are charged and the competitive position of their products and services, all of which could adversely affect operating results.

Further, Eaton's suppliers of component parts may increase their prices in response to increases in costs of raw materials that they use to manufacture component parts. As a result, the Company may not be able to increase its prices commensurately with its increased costs, adversely affecting operating results.

Eaton may be unable to adequately protect its intellectual property rights, which could affect the Company's ability to compete.

Protecting Eaton's intellectual property rights is critical to its ability to compete and succeed. The Company owns a large number of patents and patent applications worldwide, as well as trademark and copyright registrations that are necessary, and contribute significantly, to the preservation of Eaton's competitive position in various markets. Although management believes that the loss or expiration of any single intellectual property right would not have a material effect on the results of operations or financial position of Eaton or its business segments, there can be no assurance that any one, or more, of these patents and other intellectual property will not be challenged, invalidated or circumvented by third parties. Eaton enters into confidentiality and invention assignment agreements with the Company's employees, and into non-disclosure agreements with suppliers and appropriate customers so as to limit access to and disclosure of proprietary information. These measures may not suffice to deter misappropriation or independent third party development of similar technologies.

Eaton is subject to litigation and environmental regulations that could adversely impact Eaton's businesses.

At any given time, Eaton may be subject to litigation, the disposition of which may have a material adverse effect on the Company's businesses, financial condition or results of operations. Information regarding current legal proceedings is presented in Note 7 of the Notes to the Consolidated Financial Statements.

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Legislative and regulatory action could materially adversely affect Eaton.

Legislative and regulatory action may be taken in the U.S. which, if ultimately enacted, could override tax treaties upon which Eaton relies or broaden the circumstances under which the Company would be considered a U.S. resident, each of which could materially and adversely affect its effective tax rate and/or require the Company to take further action, at potentially significant expense, to seek to preserve its effective tax rate. Eaton cannot predict the outcome of any specific legislative or regulatory proposals. However, if proposals were enacted that had the effect of disregarding the reincorporation to Ireland or limiting Eaton's ability as an Irish company to take advantage of tax treaties with the U.S., the Company could be subject to increased taxation and/or potentially significant expense.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Eaton's principal executive offices are located at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland . The Company maintains manufacturing facilities at 339 locations in 42 countries. The Company is a lessee under a number of operating leases for certain real properties and equipment, none of which is material to its operations. Management believes that the existing manufacturing facilities are adequate for its operations and that the facilities are maintained in good condition.

Item 3. Legal Proceedings.

Information regarding the Company's current legal proceedings is presented in Note 7 and Note 8 of the Notes to the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures.

Not applicable.

Executive Officers of the Registrant

Information regarding executive officers of the Company is presented in Item 10 of this Form 10-K Report.

Part II

Item 5. Market for the Registrant's Ordinary Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

As a result of Eaton's incorporation in Ireland, shares of Eaton began trading on the New York Stock Exchange on December 3, 2012 under the symbol “ETN”, the same symbol under which Eaton Corporation shares were previously traded. Eaton remains subject to the U.S. Securities and Exchange Commission reporting requirements, the mandates of the Sarbanes-Oxley Act and applicable corporate governance rules of the New York Stock Exchange. At December 31, 2012 , there were 20,570 holders of record of the Company's ordinary shares. Additionally, 27,852 current and former employees were shareholders through participation in the Eaton Savings Plan (ESP), Eaton Personal Investment Plan (EPIP), and the Eaton Puerto Rico Retirement Savings Plan.

Additional information on Eaton shares and the exchange of Eaton Corporation shares is presented in Note 9 of the Notes to the Consolidated Financial Statements.

Information regarding cash dividends paid, and the high and low market price per ordinary share, for each quarter in 2012 and 2011 is presented in “Quarterly Data” of this Form 10-K. Information regarding equity-based compensation plans required by Regulation S-K Item 201(d) is provided in Item 12 of this Form 10-K Report.

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Irish Taxes Applicable to Dividends

In certain circumstances, Eaton will be required to deduct Irish dividend withholding tax (currently at the rate of 20%) from dividends paid to its shareholders. In the majority of cases, however, shareholders resident in the U.S. will not be subject to Irish withholding tax, and shareholders resident in a number of other countries will not be subject to Irish withholding tax provided that they complete certain Irish tax forms.

Irish income tax may also arise with respect to dividends paid on Eaton shares. Dividends paid in respect of Eaton shares will generally not be subject to Irish income tax where the beneficial owner of these shares is exempt from dividend withholding tax, unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Eaton.

Eaton shareholders who receive their dividends subject to Irish dividend withholding tax will generally have no further liability to Irish income tax on the dividends unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Eaton.

Issuance of Shares Under Employee Benefit Plans

Following the acquisition of Cooper, the Cooper Retirement Savings and Stock Ownership Plan Trust, which had been a Cooper shareholder, purchased 3.2 million newly issued ordinary shares of Eaton for an aggregate purchase price of $166 million on December 5, 2012, using the cash portion of the acquisition proceeds it received for its Cooper shares. The purchase price was $51.26 per share, which was the approximate closing per share price of Eaton shares on the New York Stock Exchange on December 4, 2012. There were no underwriting discounts or commissions in connection with the purchase. The transaction was completed pursuant to an exemption found under Section 4(2) of The Securities Act of 1933, as amended.

Item 6. Selected Financial Data.

Information regarding selected financial data is presented in the “Ten-Year Consolidated Financial Summary” of this Form 10-K.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Information required by this Item is presented in “Management's Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Information regarding market risk is presented in “Market Risk Disclosure” of this Form 10-K.

Item 8. Financial Statements and Supplementary Data.

The report of the independent registered public accounting firm, consolidated financial statements, and notes to consolidated financial statements are presented on pag es 16 th rough 62 of this Form 10-K.

Information regarding selected quarterly financial information for 2012 and 2011 is presented in “Quarterly Data” of this Form 10-K.

Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures - Pursuant to SEC Rule 13a-15, an evaluation was performed under the supervision and with the participation of Eaton's management, including Alexander M. Cutler - Principal Executive Officer; and Richard H. Fearon - Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, Eaton's management concluded that the Company's disclosure controls and procedures were effective as of December 31, 2012 .

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Disclosure controls and procedures are designed to ensure that information required to be disclosed in Company 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 Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

Pursuant to Section 404 of the Sarbanes Oxley Act of 2002 and the rules and regulations adopted pursuant thereto, Eaton has included a report of management's assessment of the effectiveness of internal control over financial reporting, which is presented on page 19.

“Report of Independent Registered Public Accounting Firm” relating to internal control over financial reporting as of December 31, 2012 is presented on page 18.

During the fourth quarter of 2012 , excluding Cooper, 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 Cooper on Eaton's internal control over financial reporting.

Item 9B. Other Information.

None.

Part III

Item 10. Directors, Executive Officers and Corporate Governance.

Information required with respect to the directors of the Company is set forth under the caption “Election of Directors” in the Company's definitive Proxy Statement to be filed on or about March 15, 2013 , and is incorporated by reference.

A listing of executive officers, their ages, positions and offices held over the past five years, as of February 1, 2013 , follows:



Name	Age	Position (Date elected to position)
Alexander M. Cutler	61	Director of Eaton Corporation plc (November 30, 2012 - present)

		Chief Executive Officer and President of Eaton Corporation (August 1, 2000 - present)

		Director of Eaton Corporation (September 22, 1993 - November 30, 2012)


Richard H. Fearon	56	Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation
		(April 24, 2002 - present)


Craig Arnold	52	Vice Chairman and Chief Operating Officer - Industrial Sector of Eaton Corporation
		(February 1, 2009 - present)

		Chief Executive Officer - Fluid Power Group of Eaton Corporation
		(October 25, 2000 - January 31, 2009)

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Name	Age	Position (Date elected to position)
Thomas S. Gross	58	Vice Chairman and Chief Operating Officer - Electrical Sector of Eaton Corporation
		(February 1, 2009 - present)

		President - Power Quality and Control Business of Eaton Corporation
		(April 1, 2008 - January 31, 2009)

		Vice President and President - Power Quality Solutions Operations of Eaton Corporation
		(May 16, 2005 – March 31, 2008)


Cynthia K. Brabander	51	Executive Vice President and Chief Human Resources Officer of Eaton Corporation
		(February 13, 2012 - present)

		Senior Vice President, Human Resources of Gates Corporation
		(April 11, 2009 - January 10, 2012)

		Senior Vice President, Human Resources - Industrial Sector of Eaton Corporation
		(April 1, 2005 - April 10, 2009)


Mark M. McGuire	55	Executive Vice President and General Counsel of Eaton Corporation
		(December 1, 2005 - present)


Thomas E. Moran	48	Senior Vice President and Secretary of Eaton Corporation plc
		(November 27, 2012 - present)

		Senior Vice President and Secretary of Eaton Corporation
		(October 1, 2008 - January 1, 2013)

		Assistant Secretary and Managing Counsel, The Dow Chemical Company (2002 - 2008)


Billie K. Rawot	61	Senior Vice President and Controller of Eaton Corporation (March 1, 1991 - present)

There are no family relationships among the officers listed, and there are no arrangements or understandings pursuant to which any of them were elected as officers. All officers hold office for one year and until their successors are elected and qualified, unless otherwise specified by the Board of Directors; provided, however, that any officer is subject to removal with or without cause, at any time, by a vote of a majority of the Board of Directors.

Information required with respect to compliance with Section 16(a) of the Exchange Act is set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company's definitive Proxy Statement to be filed on or about March 15, 2013 , and is incorporated by reference.

The Company has adopted a Code of Ethics, which applies to the directors, officers and employees worldwide. This document is available on the Company's website at http://www.eaton.com.

There were no changes during the fourth quarter 2012 to the procedures by which security holders may recommend nominees to the Company's Board of Directors.

Information related to the Audit Committee, and members of the Committee that are financial experts, is set forth under the caption “Board Committees - Audit Committee” in the definitive Proxy Statement to be filed on or about March 15, 2013 , and is incorporated by reference.

Item 11. Executive Compensation.

Information required with respect to executive compensation is set forth under the caption “Executive Compensation” in the Company's definitive Proxy Statement to be filed on o r about March 15, 2013 , and is incorporated by reference.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information required with respect to securities authorized for issuance under equity-based compensation plans is set forth under the caption “Equity Compensation Plans” in the Company's definitive Proxy Statement to be filed on or about March 15, 2013 , and is incorporated by reference.

Information required with respect to security ownership of certain beneficial owners, is set forth under the caption “Share Ownership Tables” in the Company's definitive Proxy Statement to be filed on or about March 15, 2013 , and is incorporated by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Information required with respect to certain relationships and related transactions is set forth under the caption “Review of Related Person Transactions” in the Company's definitive Proxy Statement to be filed on or about March 15, 2013 , and is incorporated by reference.

Information required with respect to director independence is set forth under the caption “Director Independence” in the Company's definitive Proxy Statement to be filed on or about March 15, 2013 , and is incorporated by reference.

Item 14. Principal Accounting Fees and Services.

Information required with respect to principal accountant fees and services is set forth under the caption “Audit Committee Report” in the Company's definitive Proxy Statement to be filed on or about March 15, 2013 , a nd is incorporated by reference.

Part IV

Item 15. Exhibits, Financial Statement Schedules.


(a)	(1) The report of the independent registered public accounting firm, consolidated financial statements and notes to consolidated financial statements are included in Item 8 above:

Report of Independent Registered Public Accounting Firm - Page 16

Consolidated Statements of Income - Years ended December 31, 2012 , 2011 and 2010 - Page 20

Consolidated Statements of Comprehensive Income - Years ended December 31, 2012 , 2011 and 2010 - Page 21

Consolidated Balance Sheets - December 31, 2012 and 2011 - Page 22

Consolidated Statements of Cash Flows - Years ended December 31, 2012 , 2011 and 2010 - Page 23

Consolidated Statements of Shareholders' Equity - Years ended December 31, 2012 , 2011 and 2010 - Page 24

Notes to Consolidated Financial Statements - Pages 25 through 62

All other schedules for which provision is made in Regulation S-X of the SEC are not required under the related

instructions or are inapplicable and, therefore, have been omitted.


(3)	Exhibits


3 (i)	Certificate of Incorporation - Incorporated by reference to the Form S-8 filed November 30, 2012


3 (ii)	Amended and restated Memorandum and Articles of Incorporation - Incorporated by reference to the Form 10-Q Report for the three months ended September 30, 2012


4 (a)	Pursuant to Regulation S-K Item 601(b) (4), the Company agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its other long-term debt

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10	Material contracts


(a)	Senior Executive Incentive Compensation Plan (effective February 27, 2013) *


(b)	Deferred Incentive Compensation Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007


(c)	First Amendment to Deferred Incentive Compensation Plan II - Incorporated by reference to the Form S-8 filed November 30, 2012


(d)	Excess Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007


(e)	First Amendment to Excess Benefits Plan II (2008 restatement) *


(f)	Incentive Compensation Deferral Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007


(g)	First Amendment to Incentive Compensation Deferral Plan II - Incorporated by reference to the Form S-8 filed November 30, 2012


(h)	Limited Eaton Service Supplemental Retirement Income Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007


(i)	First Amended to Limited Eaton Service Supplemental Retirement Income Plan II *


(j)	Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007


(k)	First Amendment to Supplemental Benefits Plan II (2008 restatement) *


(l)	Form of Restricted Share Unit Agreement *


(m)	Form of Restricted Share Agreement *


(n)	Form of Restricted Share Agreement (Non-Employee Directors) - Incorporated by reference to the Form 8-K Report filed February 1, 2010


(o)	Form of Directors' Restricted Share Unit Agreement *


(p)	Form of Stock Option Agreement for Executives *


(q)	Form of Stock Option Agreement for Non-Employee Directors (2008) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007


(r)	Amended and Restated 2002 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012


(s)	Amended and Restated 2004 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012


(t)	Amended and Restated 2008 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012


(u)	Second Amended and Restated 2009 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012


(v)	Amended and Restated 2012 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012


(w)	Amendment to Amended and Restated 2012 Stock Plan *


(x)	First Amended to 2005 Non-Employee Director Fee Deferral Plan - Incorporated by reference to the Form S-8 filed November 30, 2012


(y)	2013 Non-Employee Director Fee Deferral Plan *


(z)	Form of Change of Control Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2008


(aa)	Form of Indemnification Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002


(bb)	Form of Indemnification Agreement entered into with directors *

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(cc)	Form of Indemnification Agreement II entered into with directors *


(dd)	Amended and Restated Executive Strategic Incentive Plan (amended and restated February 27, 2013) *


(ee)	Executive Strategic Incentive Plan II (effective January 1, 2001) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002


(ff)	Amended and Restated Supplemental Executive Strategic Incentive Plan (amended and restated February 27, 2013) *


(gg)	Deferred Incentive Compensation Plan (amended and restated effective November 1, 2007) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2009


(hh)	Amended and Restated 1998 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012


(ii)	Trust Agreement - Officers and Employees (dated December 6, 1996) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002


(jj)	Trust Agreement - Non-employee Directors (dated December 6, 1996) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002


(kk)	Group Replacement Insurance Plan (GRIP) (effective June 1, 1992) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 1992


(ll)	Excess Benefit Plan (amended and restated effective January 1, 1989) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002


(mm)	Amendment to Excess Benefits Plan *


(nn)	Supplemental Benefits Plan (amended and restated January 1, 1989) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002


(oo)	Amendment to Supplemental Benefits Plan *


(pp)	Eaton Corporation Board of Directors Policy on Incentive Compensation, Stock Options and Other Equity Grants upon the Restatement of Financial Results - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007


(qq)	Amended and Restated Grantor Trust Agreement for Non-Employee Directors' Deferred Fees Plans - effective January 1, 2010 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2010


(rr)	Amended and Restated Grantor Trust Agreement for Employees' Deferred Compensation Plans - effective January 1, 2010 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2010


12	Ratio of Earnings to Fixed Charges - Filed in conjunction with this Form 10-K Report *


14	Code of Ethics - Incorporated by reference to the definitive Proxy Statement filed on March 14, 2008


21	Subsidiaries of Eaton Corporation - Filed in conjunction with this Form 10-K Report *


23	Consent of Independent Registered Public Accounting Firm - Filed in conjunction with this Form 10-K Report *


24	Power of Attorney - Filed in conjunction with this Form 10-K Report *


31.1	Certification of Principal Executive Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K Report *


31.2	Certification of Principal Financial Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K Report *


32.1	Certification of Principal Executive Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 906) - Filed in conjunction with this Form 10-K Report *


32.2	Certification of Principal Financial Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 906) - Filed in conjunction with this Form 10-K Report *


101.INS	XBRL Instance Document *


101.SCH	XBRL Taxonomy Extension Schema Document *

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101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document *


101.DEF	XBRL Taxonomy Extension Definition Linkbase Document *


101.LAB	XBRL Taxonomy Extension Label Linkbase Document *


101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document *

____________


*	Submitted electronically herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, 2012 , 2011 and 2010 , (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012 , 2011 and 2010 (iii) Consolidated Balance Sheets at December 31, 2012 and 2011 , (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2012 , 2011 and 2010 , (v) Notes to Consolidated Financial Statements for the year ended December 31, 2012 .

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


(b)	Exhibits

Certain exhibits required by this portion of Item 15 are filed as a separate section of this Form 10-K Report.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



			EATON CORPORATION plc
			Registrant

Date:	February 28, 2013	By:	/s/ Richard H. Fearon
			Richard H. Fearon
			(On behalf of the registrant and as Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Date: February 28, 2013



Signature	Title

*
Alexander M. Cutler	Principal Executive Officer; Director

*
Billie K. Rawot	Principal Accounting Officer

*		*
George S. Barrett	Director	Todd M. Bluedorn	Director

*		*
Christopher M. Connor	Director	Michael J. Critelli	Director

*		*
Charles E. Golden	Director	Linda A. Hill	Director

*		*
Arthur E. Johnson	Director	Ned C. Lautenbach	Director

*		*
Deborah L. McCoy	Director	Gregory R. Page	Director

*
Gerald B. Smith	Director



*By		/s/ Richard H. Fearon
		Richard H. Fearon, Attorney-in-Fact for the officers and directors signing in the capacities indicated

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Eaton Corporation plc

We have audited the accompanying consolidated balance sheets of Eaton Corporation plc ("the Company"), the successor registrant to Eaton Corporation, as of December 31, 2012 and 2011 , and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2012 . These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2012 and 2011 , and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2012 , in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2012 , based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Cleveland, Ohio

February 28, 2013

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MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS

We have prepared the accompanying consolidated financial statements and related information of Eaton Corporation plc, the successor registrant to Eaton Corporation, included herein for the three years ended December 31, 2012 . The primary responsibility for the integrity of the financial information included in this annual report rests with management. The financial information included in this annual report has been prepared in accordance with accounting principles generally accepted in the United States based on our best estimates and judgments and giving due consideration to materiality. The opinion of Ernst & Young LLP, Eaton's independent registered public accounting firm, on those financial statements is included herein.

Eaton has high standards of ethical business practices supported by the Eaton Code of Ethics and corporate policies. Careful attention is given to selecting, training and developing personnel, to ensure that management's objectives of establishing and maintaining adequate internal controls and unbiased, uniform reporting standards are attained. Our policies and procedures provide reasonable assurance that operations are conducted in conformity with applicable laws and with the Company's commitment to a high standard of business conduct.

The Board of Directors pursues its responsibility for the quality of Eaton's financial reporting primarily through its Audit Committee, which is composed of six independent directors. The Audit Committee meets regularly with management, the internal auditors and the independent registered public accounting firm to ensure that they are meeting their responsibilities and to discuss matters concerning accounting, control, audits and financial reporting. The internal auditors and independent registered public accounting firm have full and free access to senior management and the Audit Committee.



/s/ Alexander M. Cutler	/s/ Richard H. Fearon	/s/ Billie K. Rawot
Principal Executive Officer	Principal Financial Officer	Principal Accounting Officer

February 28, 2013

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Eaton Corporation plc

We have audited Eaton Corporation plc's ("the Company"), successor registrant to Eaton Corporation, internal control over financial reporting as of December 31, 2012 , based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of entities that were acquired during 2012 , which are included in the 2012 consolidated financial statements of the Company and constituted 50% of total assets as of December 31, 2012 and 4% of net sales for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of internal control over financial reporting of entities that were acquired during 2012 .

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012 , based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2012 and 2011 , and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2012 and our report dated February 28, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Cleveland, Ohio

February 28, 2013

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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Eaton Corporation plc is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act rules 13a-15(f)).

Under the supervision and with the participation of Eaton's management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2012 . Our evaluation of internal control over financial reporting did not include the internal controls of entities that were acquired during 2012 , which are included in the 2012 consolidated financial statements and constituted approximately 50% of total assets (inclusive of acquired intangible assets) as of December 31, 2012 and 4% of net sales for the year then ended. In conducting this evaluation, we used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework . Based on this evaluation under the framework referred to above, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2012 .

The independent registered public accounting firm Ernst & Young LLP has issued an audit report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2012 . This report is included herein.



/s/ Alexander M. Cutler	/s/ Richard H. Fearon	/s/ Billie K. Rawot
Principal Executive Officer	Principal Financial Officer	Principal Accounting Officer

February 28, 2013

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EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF INCOME



	Year ended December 31
(In millions except for per share data)	2012			2011			2010
Net sales	$	16,311		$	16,049		$	13,715

Cost of products sold	11,448			11,261			9,633
Selling and administrative expense	2,894			2,738			2,486
Research and development expense	439			417			425
Interest expense-net	208			118			136
Other expense (income)-net	71			(38		)	(1		)
Income before income taxes	1,251			1,553			1,036
Income tax expense	31			201			99
Net income	1,220			1,352			937
Less net income for noncontrolling interests	(3		)	(2		)	(8		)
Net income attributable to Eaton ordinary shareholders	$	1,217		$	1,350		$	929

Net income per ordinary share
Diluted	$	3.46		$	3.93		$	2.73
Basic	3.54			3.98			2.76

Weighted-average number of ordinary shares outstanding
Diluted	350.9			342.8			339.5
Basic	347.8			338.3			335.5

Cash dividends declared per ordinary share	$	1.52		$	1.36		$	1.08

The accompanying notes are an integral part of the consolidated financial statements.

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EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	Year ended December 31
(In millions)	2012			2011			2010
Net income	$	1,220		$	1,352		$	937
Less net income for noncontrolling interests	(3		)	(2		)	(8		)
Net income attributable to Eaton ordinary shareholders	1,217			1,350			929

Other comprehensive loss, net of tax
Currency translation and related hedging instruments	109			(241		)	(78		)
Pensions and other postretirement benefits	(152		)	(353		)	(62		)
Cash flow hedges	17			(22		)	—
Other comprehensive loss attributable to Eaton ordinary shareholders	(26		)	(616		)	(140		)

Total comprehensive income attributable to Eaton ordinary shareholders	$	1,191		$	734		$	789

The accompanying notes are an integral part of the consolidated financial statements.

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EATON CORPORATION plc

CONSOLIDATED BALANCE SHEETS



	December 31
(In millions)	2012			2011
Assets
Current assets
Cash	$	577		$	385
Short-term investments	527			699
Accounts receivable-net	3,510			2,444
Inventory	2,349			1,701
Deferred income taxes	449			398
Prepaid expenses and other current assets	432			199
Total current assets	7,844			5,826

Property, plant and equipment
Land and buildings	1,894			1,525
Machinery and equipment	5,814			4,669
Gross property, plant and equipment	7,708			6,194
Accumulated depreciation	(3,831		)	(3,592		)
Net property, plant and equipment	3,877			2,602

Other noncurrent assets
Goodwill	14,396			5,537
Other intangible assets	6,779			2,192
Deferred income taxes	1,254			1,134
Other assets	1,698			582
Total assets	$	35,848		$	17,873

Liabilities and shareholders’ equity
Current liabilities
Short-term debt	$	757		$	86
Current portion of long-term debt	314			321
Accounts payable	1,879			1,491
Accrued compensation	463			420
Other current liabilities	2,018			1,319
Total current liabilities	5,431			3,637

Noncurrent liabilities
Long-term debt	9,762			3,366
Pension liabilities	1,997			1,793
Other postretirement benefits liabilities	732			642
Deferred income taxes	2,024			442
Other noncurrent liabilities	774			501
Total noncurrent liabilities	15,289			6,744

Shareholders’ equity
Ordinary shares (470.7 million outstanding in 2012 and 334.4 million in 2011)	5			167
Capital in excess of par value	11,271			4,169
Retained earnings	5,805			5,103
Accumulated other comprehensive loss	(1,990		)	(1,964		)
Shares held in trust	(5		)	(6		)
Total Eaton shareholders’ equity	15,086			7,469
Noncontrolling interests	42			23
Total equity	15,128			7,492
Total liabilities and equity	$	35,848		$	17,873

The accompanying notes are an integral part of the consolidated financial statements.

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EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Year ended December 31
(In millions)	2012			2011			2010
Operating activities
Net income	$	1,220		$	1,352		$	937
Adjustments to reconcile to net cash provided by operating activities
Depreciation and amortization	598			556			551
Deferred income taxes	(155		)	(113		)	26
Pension expense	273			227			179
Contributions to pension plans	(413		)	(372		)	(403		)
Contributions to other postretirement benefits plans	(43		)	(223		)	(82		)
Excess tax benefit from equity-based compensation	(21		)	(57		)	—
Changes in working capital
Accounts receivable-net	108			(219		)	(305		)
Inventory	166			(113		)	(219		)
Accounts payable	(220		)	92			322
Accrued compensation	(52		)	(38		)	203
Accrued income and other taxes	(86		)	123			(11		)
Other current assets	117			11			(46		)
Other current liabilities	30			(30		)	22
Other-net	142			52			108
Net cash provided by operating activities	1,664			1,248			1,282

Investing activities
Capital expenditures for property, plant and equipment	(593		)	(568		)	(394		)
Cash paid for acquisitions of businesses, net of cash acquired	(6,936		)	(325		)	(222		)
Sales (purchases) of short-term investments-net	603			103			(392		)
Other-net	(46		)	(10		)	(4		)
Net cash used in investing activities	(6,972		)	(800		)	(1,012		)

Financing activities
Proceeds from borrowings	7,156			381			55
Payments on borrowings	(1,324		)	(78		)	(102		)
Payments of financing costs	(117		)	(3		)	—
Cash dividends paid	(512		)	(462		)	(363		)
Exercise of employee stock options	95			71			157
Issuance (repurchase) of shares	159			(343		)	—
Excess tax benefit from equity-based compensation	21			57			—
Other-net	2			(4		)	(8		)
Net cash provided by (used in) financing activities	5,480			(381		)	(261		)

Effect of currency on cash	20			(15		)	(16		)
Total increase (decrease) in cash	192			52			(7		)
Cash at the beginning of the period	385			333			340
Cash at the end of the period	$	577		$	385		$	333

The accompanying notes are an integral part of the consolidated financial statements.

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EATON CORPORATION plc

CONSOLIDATED STATEMENTS OF 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
	Ordinary shares
(In millions)	Shares		Dollars
Balance at January 1, 2010	332.3		$	166		$	3,947		$	3,893		$	(1,208	)	$	(21	)	$	6,777		$	41		$	6,818
Net income	—		—			—			929			—			—			929			8			937
Other comprehensive loss, net of tax												(140		)				(140		)	—			(140		)
Cash dividends paid	—		—			—			(363		)	—			—			(363		)	(8		)	(371		)
Issuance of shares under equity-based compensation plans-net (net of income tax expense of $3)	7.6		4			146			(4		)	—			13			159			—			159
Balance at December 31, 2010	339.9		170			4,093			4,455			(1,348		)	(8		)	7,362			41			7,403
Net income	—		—			—			1,350			—			—			1,350			2			1,352
Other comprehensive loss, net of tax												(616		)				(616		)	—			(616		)
Cash dividends paid	—		—			—			(462		)	—			—			(462		)	(4		)	(466		)
Issuance of shares under equity-based compensation plans-net (net of income tax benefit of $72)	2.8		1			177			(2		)	—			2			178			—			178
Business divestiture	—		—			—			—			—			—			—			(16		)	(16		)
Repurchase of shares	(8.3	)	(4		)	(101		)	(238		)	—			—			(343		)	—			(343		)
Balance at December 31, 2011	334.4		167			4,169			5,103			(1,964		)	(6		)	7,469			23			7,492
Net income	—		—			—			1,217			—			—			1,217			3			1,220
Other comprehensive loss, net of tax												(26		)				(26		)	—			(26		)
Cash dividends paid	—		—			—			(512		)	—			—			(512		)	(3		)	(515		)
Exchange of Eaton Corporation shares (par value $0.50 per share) for Eaton shares (par value $0.01 per share)	—		(166		)	166			—			—			—			—			—			—
Issuance of shares under equity-based compensation plans-net (net of income tax benefit of $23)	5.0		2			129			(2		)	—			1			130			—			130
Issuance of shares under employee benefit plans	3.2		—			166			—			—			—			166			—			166
Issuance of shares from acquisition of business	128.1		2			6,648			(1		)	—			—			6,649			19			6,668
Registration of ordinary shares	—		—			(7		)	—			—			—			(7		)	—			(7		)
Balance at December 31, 2012	470.7		$	5		$	11,271		$	5,805		$	(1,990	)	$	(5	)	$	15,086		$	42		$	15,128

The accompanying notes are an integral part of the consolidated financial statements.

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EATON CORPORATION plc

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts are in millions unless indicated otherwise (per share data assume dilution).


Note 1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Information

Eaton Corporation plc (Eaton or the Company) was incorporated under the laws of Ireland on May 10, 2012, and became the successor registrant to Eaton Corporation on November 30, 2012 in connection with the consummation of the acquisition of Cooper Industries plc (Cooper), which is further described below. Eaton is a diversified power management company providing energy-efficient solutions that help its customers effectively manage electrical, hydraulic and mechanical power, with 2012 net sales of $16.3 billion . The Company is a global technology leader in electrical products, systems and services for power quality, distribution and control, power transmission, lighting and wiring products; hydraulics components, systems and services for industrial and mobile equipment; aerospace fuel, hydraulics and pneumatic systems for commercial and military use; and truck and automotive drivetrain and powertrain systems for performance, fuel economy and safety. Eaton has approximately 103,000 employees in over 50 countries, and sells products to customers in 175 countries.

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Preparation of the consolidated financial statements requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and notes. Actual results could differ from these estimates. Management has evaluated subsequent events through the date the consolidated financial statements were filed with the Securities Exchange Commission.

The consolidated financial statements include the accounts of Eaton and all subsidiaries and other controlled entities. Intercompany transactions and balances have been eliminated. The equity method of accounting is used for investments in associate companies where the Company has a 20% to 50% ownership interest. Equity investments are evaluated for impairment whenever events or circumstances indicate the book value of the investment exceeds fair value. An impairment would exist if there is an other-than-temporary decline in value. These associate companies are not material either individually, or in the aggregate, to Eaton's consolidated financial statements. Eaton does not have off-balance sheet arrangements or financings with unconsolidated entities. In the ordinary course of business, the Company leases certain real properties and equipment, as described in Note 7.

Eaton's functional currency is United States Dollars (USD). The functional currency for most subsidiaries is their local currency. Financial statements for these subsidiaries are translated at year-end exchange rates as to assets and liabilities and weighted-average exchange rates as to revenues and expenses. The resulting translation adjustments are recognized in Accumulated other comprehensive loss.

Certain prior year amounts have been reclassified to conform to the current year presentation.

Revenue Recognition

Sales of products are recognized when a sales agreement is in place, products have been shipped to unaffiliated customers and title has transferred in accordance with shipping terms, the selling price is fixed and determinable and collectability is reasonably assured, all significant related acts of performance have been completed, and no other significant uncertainties exist. Shipping and handling costs billed to customers are included in Net sales and the related costs in Cost of products sold. Although the majority of the sales agreements contain standard terms and conditions, there are agreements that contain multiple elements or non-standard terms and conditions. As a result, judgment is required to determine the appropriate accounting, including whether the deliverables specified in these agreements should be treated as separate units of accounting for recognition purposes, and, if so, how the sales price should be allocated among the elements and when to recognize sales for each element. For delivered elements, sales are recognized only when the delivered elements have standalone value, fair values of undelivered elements are known, there are no uncertainties regarding customer acceptance, and there are no customer-negotiated refund or return rights affecting the sales recognized for delivered elements. Sales for service contracts generally are recognized as the services are provided.

Eaton records reductions to revenue for customer and distributor incentives, primarily comprised of rebates, at the time of the initial sale. Rebates are estimated based on sales terms, historical experience, trend analysis and projected market conditions in the various markets served. The rebate programs offered vary across businesses due to the numerous markets Eaton serves, but the most common incentives relate to amounts paid or credited to customers for achieving defined volume levels.

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Long-Lived Assets

Depreciation and amortization for property, plant and equipment, and intangible assets subject to amortization, are generally computed by the straight-line method and included in Cost of products sold, Selling and administrative expense, and Research and development expense, as appropriate. Cost of buildings are depreciated generally over 40 years and machinery and equipment over 3 to 10 years. At December 31, 2012 , the weighted-average amortization period for intangible assets subject to amortization was 17 years for patents and technology, primarily as a result of the long life of aircraft platforms, and 15 years for customer relationships. Software is amortized up to a maximum life of 10 years.

Long-lived assets, except goodwill and indefinite life intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. Determining asset groups and underlying cash flows requires the use of significant judgment.

Goodwill and Indefinite Life Intangible Assets

Goodwill and indefinite life intangible assets are evaluated annually for impairment as of July 1 using either a quantitative or qualitative analysis. The Company performs a quantitative analysis using a discounted cash flow model and other valuation techniques, but may elect to perform a qualitative analysis. A qualitative analysis is performed by assessing certain trends and factors, including projected market outlook and growth rates, forecasted and actual sales and operating profit margins, discount rates, industry data and other relevant qualitative factors. These trends and factors are compared to, and based on, the assumptions used in the most recent quantitative assessment. Additionally, goodwill and indefinite life intangible assets are evaluated for impairment whenever events or circumstances indicate there may be a possible permanent loss of value.

Goodwill is tested for impairment at the reporting unit level, which is equivalent to Eaton's operating segments, and based on the net assets for each segment, including goodwill and intangible assets. Goodwill is assigned to each operating segment, as this represents the lowest level that constitutes a business and for which discrete financial information is available and is the level which management regularly reviews the operating results.

Goodwill impairment testing for 2012 and 2011 was performed by assessing certain qualitative trends and factors, as described above. These trends and factors were compared to, and based on, the assumptions used in the quantitative assessment performed in 2010. For 2012 and 2011 , it is more likely than not that the fair value of Eaton's reporting units substantially exceeded the respective carrying amount.

Indefinite life intangible assets primarily consist of trademarks. The fair value of these assets are determined using a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows and profitability. For 2012 and 2011 , the fair value of indefinite lived intangible assets substantially exceeded the respective carrying value.

For additional information about goodwill and other intangible assets, see Note 4.

Derivative Financial Instruments and Hedging Activities

Eaton uses derivative financial instruments to manage the exposure to the volatility in raw material costs, currency and interest rates on certain debt. These instruments are marked to fair value in the accompanying Consolidated Balance Sheet. Changes in the fair value of derivative assets or liabilities (i.e., gains or losses) are recognized depending upon the type of hedging relationship and whether an instrument has been designated as a hedge. For those instruments that qualify for hedge accounting, Eaton designates the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, a fair value hedge, or a hedge of a net investment in a foreign operation. Changes in fair value of these instruments that do not qualify for hedge accounting are recognized immediately in net income. See Note 12 for additional information about hedges and derivative financial instruments.

Warranty Accruals

Product warranty accruals are established at the time the related sale is recognized through a charge to Cost of products sold. Warranty accrual estimates are based primarily on historical warranty claim experience and specific customer contracts. Provisions for warranty accruals are comprised of basic warranties for products sold, as well as accruals for product recalls and other events when they are known and estimable. See Note 7 for additional information about warranty accruals.

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Asset Retirement Obligations

A conditional asset retirement obligation is recognized at fair value when incurred if the fair value of the liability can be reasonably estimated. Uncertainty about the timing or method of settlement of a conditional asset retirement obligation would be considered in the measurement of the liability when sufficient information exists. Eaton believes that for substantially all of its asset retirement obligations, there is an indeterminate settlement date because the range of time over which the Company may settle the obligation is unknown or cannot be estimated. A liability for these obligations will be recognized when sufficient information is available to estimate fair value.

Income Taxes

Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax basis of the respective assets and liabilities, using enacted tax rates in effect for the year when the differences are expected to reverse. Deferred income tax assets are recognized for income tax loss carryforwards and income tax credit carryforwards. Judgment is required in determining and evaluating income tax provisions and valuation allowances for deferred income tax assets. Eaton recognizes the income tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. Eaton evaluates and adjusts these accruals based on changing facts and circumstances. Eaton recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense. The Company has accrued penalties in jurisdictions where they are automatically applied to any deficiency, regardless of the merit of the position. For additional information about income taxes, see Note 8.

Equity-Based Compensation

Eaton recognizes equity-based compensation expense based on the grant date fair value of the award over the period during which an employee is required to provide service in exchange for the award. Restricted stock units and awards (RSUs) are issued at fair market value at the date of grant. These awards entitle the holder to receive one ordinary share for each RSU upon vesting, generally over three or four years. Stock options are granted with an exercise price equal to the closing market price of Eaton ordinary shares on the date of grant. The fair value of stock options is determined using a Black-Scholes option-pricing model, which incorporates assumptions regarding the expected volatility, the expected option life, the risk-free interest rate, and the expected dividend yield. See Note 10 for additional information about equity-based compensation.


Note 2.	ACQUISITIONS AND SALE OF BUSINESSES

Eaton acquired businesses and entered into a joint venture in separate transactions for combined purchase prices totaling $13,796 in 2012 , $325 in 2011 and $222 in 2010 . The Consolidated Statements of Income include the results of these businesses from the dates of the transactions or formation.

Cooper Industries plc

On November 30, 2012 , Eaton Corporation acquired Cooper for a purchase price of $13,192 . At the completion of the transaction, the holder of each Cooper common share received from Eaton $ 39.15 in cash and 0.77479 of an Eaton ordinary share. As a result of the transaction, based on the number of outstanding shares of Eaton Corporation and Cooper as of November 30, 2012 , former Eaton Corporation and Cooper shareholders hold approximately 73% and 27% , respectively, of Eaton's ordinary shares after giving effect to the acquisition.

Cooper was incorporated in Ireland and is a diversified global manufacturer of electrical products and systems, with brands including Bussmann electrical and electronic fuses; Crouse-Hinds and CEAG explosion-proof electrical equipment; Halo and Metalux lighting fixtures; and Kyle and McGraw-Edison power systems products. Cooper had annual sales of $5,409 for 2011. For segment reporting purposes, Cooper has been identified as a segment at December 31, 2012 . See Note 14 for additional information about business segments.

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Fair Value of Consideration Transferred

The total purchase price for the acquisition of Cooper was $13,192 , comprised of Eaton share consideration valued at $6,649 and cash consideration for Cooper shares of $6,474 and to settle certain Cooper equity-based compensation plans of $69 , as follows:



Cooper shares outstanding as of November 30, 2012	163.6
Cooper shares issued pursuant to conversion of stock options and share units outstanding under Cooper equity-based compensation plans	1.8
Total Cooper shares and share equivalents prior to transaction	165.4
Exchange ratio per share	0.77479
Total Eaton shares issued	128.1
Weighted-average Eaton Corporation per share price on November 30, 2012	$	51.91
Total value of Eaton shares issued	$	6,649
Total cash consideration paid at $39.15 per Cooper share and share equivalent	6,474
Total cash consideration paid for equity-based compensation plans	69
Total consideration	$	13,192

Preliminary Estimated Fair Values

The acquisition of Cooper has been accounted for using the acquisition method of accounting which requires, among other things, the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date. For accounting purposes, Eaton has been treated as the acquirer in the transaction. Acquisition accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. The process for estimating the fair values of identifiable intangible assets and certain tangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates.

The entire purchase price allocation for Cooper is preliminary. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments will be recorded during the measurement period in 2013. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The finalization of the purchase accounting assessment will result in changes in the valuation of assets acquired and liabilities assumed and may have a material impact on the Company’s results of operations and financial position.

The table below presents the preliminary estimated fair values of assets acquired and liabilities assumed on the acquisition date. These preliminary estimates will be revised during the measurement period as third-party valuations are finalized, additional information becomes available and as additional analyses are performed, and these differences could have a material impact on Eaton's results of operations and financial position.



	November 30, 2012
Working capital accounts ⁽¹⁾	$	2,314
Prepaid expenses and other current assets	339
Property, plant and equipment	940
Investment in Apex Tool Group, LLC	800
Intangible assets	4,577
Other assets	35
Debt	(1,221		)
Accounts payable	(519		)
Other current liabilities	(634		)
Other noncurrent liabilities	(1,943		)
Total identifiable net assets	4,688
Goodwill	8,504
Total consideration	$	13,192

⁽¹⁾ Working capital accounts include Cash, Short-term investments, Accounts receivable and Inventory.

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Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce, which are further described above. Goodwill recognized as a result of the acquisition is not deductible for tax purposes. See Note 4 for additional information about goodwill and other intangible assets.

The preliminary estimated fair value of Accounts receivable is based on the historical gross contractual amount receivable as of the acquisition date and totals $963 .

Contingent liabilities assumed as part of the transaction total $149 and are included in Other current liabilities and Other noncurrent liabilities. These contingent liabilities are related to environmental, legal (including product liability claims) and tax matters. Contingent liabilities are recorded at fair value in purchase accounting, aside from those pertaining to uncertainty in income taxes which are an exception to the fair value basis of accounting. Legal matters, and certain environmental matters that are legal in nature, are recorded at the respective probable and estimable amount. The estimated fair values noted above are preliminary and based on historical recorded amounts, and are subject to change upon completion of the final valuation. Changes in the respective fair value of these assumed contingent liabilities may be material.

Actual and Pro Forma Impact

Eaton's Consolidated Financial Statements include Cooper's results of operations from the date of acquisition on November 30, 2012 through December 31, 2012 . Net sales and segment operating profit attributable to Cooper during this period and included in Eaton's Consolidated Financial Statements for the year ended December 31, 2012 total $470 and $66 , respectively.

The following unaudited pro forma information gives effect to Eaton's acquisition of Cooper as if the acquisition had occurred on January 1, 2011 and Cooper had been included in Eaton's consolidated results of operations for the years ended December 31, 2012 and December 31, 2011 .



	2012		2011
Net sales	$	21,792	$	21,600
Net income from continuing operations attributable to Eaton ordinary shareholders	1,751		1,699
Diluted earnings per share from continuing operations	$	3.66	$	3.61

The historical consolidated financial information of Eaton and Cooper has been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable and (3) expected to have a continuing impact on the combined results. For pro forma purposes, the equity in income of Apex Tool Group, LLC has been excluded as this joint venture was sold on February 1, 2013.

Acquisitions and Sale of Other Businesses

Eaton acquired other businesses and entered into a joint venture in separate transactions in 2012 , 2011 , and 2010 . The Consolidated Statements of Income include the results of these businesses from the dates of the transactions or formation. These transactions and the related annual sales prior to acquisition are summarized below:



Acquired businesses and joint venture	Date of transaction	Business segment	Annual sales
Rolec Comercial e Industrial S.A.	September 28, 2012	Electrical Americas	$85 for the 12 months ended September 30, 2012
A Chilean manufacturer of integrated power assemblies and low- and medium-voltage switchgear, and a provider of engineering services serving mining and other heavy industrial applications in Chile and Peru.	September 28, 2012	Electrical Americas	$85 for the 12 months ended September 30, 2012

Jeil Hydraulics Co., Ltd.	July 6, 2012	Hydraulics	$189 for 2011
A Korean manufacturer of track drive motors, swing drive motors, main control valves and remote control valves for the construction equipment market.	July 6, 2012	Hydraulics	$189 for 2011

Polimer Kaucuk Sanayi ve Pazarlama A.S.	June 1, 2012	Hydraulics	$335 for 2011
A Turkish manufacturer of hydraulic and industrial hose for construction, mining, agriculture, oil and gas, manufacturing, food and beverage, and chemicals markets. This business sells its products under the SEL brand name.	June 1, 2012	Hydraulics	$335 for 2011

Gycom Electrical Low-Voltage Power Distribution, Control and Automation	June 1, 2012	Electrical Rest of World	$24 for 2011
A Swedish electrical low-voltage power distribution, control and automation components business.	June 1, 2012	Electrical Rest of World	$24 for 2011

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Acquired businesses and joint venture	Date of transaction	Business segment	Annual sales
E.A. Pedersen Company	December 29, 2011	Electrical Americas	$37 for 2011
A United States manufacturer of medium voltage switchgear, metal-clad switchgear, power control buildings and relay control panels primarily for the electrical utilities industry.	December 29, 2011	Electrical Americas	$37 for 2011

IE Power, Inc.	August 31, 2011	Electrical Americas	$5 for 2010
A Canadian provider of high power inverters for a variety of mission-critical applications including solar, wind and battery energy storage.	August 31, 2011	Electrical Americas	$5 for 2010

E. Begerow GmbH & Co. KG	August 15, 2011	Hydraulics	$84 for 2010
A German system provider of advanced liquid filtration solutions. This business develops and produces technologically innovative filter media and filtration systems for food and beverage, chemical, pharmaceutical and industrial applications.	August 15, 2011	Hydraulics	$84 for 2010

ACTOM Low Voltage	June 30, 2011	Electrical Rest of World	$65 for the year ended May 31, 2011
A South African manufacturer and supplier of motor control components, engineered electrical distribution systems and uninterruptible power supply (UPS) systems.	June 30, 2011	Electrical Rest of World	$65 for the year ended May 31, 2011

C.I. ESI de Colombia S.A.	June 2, 2011	Electrical Americas	$8 for 2010
A Colombian distributor of industrial electrical equipment and engineering services in the Colombian market, focused on oil and gas, mining, and industrial and commercial construction.	June 2, 2011	Electrical Americas	$8 for 2010

Internormen Technology Group	May 12, 2011	Hydraulics	$55 for 2010
A Germany-based manufacturer of hydraulic filtration and instrumentation with sales and distribution subsidiaries in China, the United States, India and Brazil.	May 12, 2011	Hydraulics	$55 for 2010

Eaton-SAMC (Shanghai) Aircraft Conveyance System Manufacturing Co., Ltd.	March 8, 2011	Aerospace	Joint venture
A 49%-owned joint venture in China focusing on the design, development, manufacturing and support of fuel and hydraulic conveyance systems for the global civil aviation market.	March 8, 2011	Aerospace	Joint venture

Tuthill Coupling Group	January 1, 2011	Hydraulics	$35 for the year ended November 30, 2010
A United States based manufacturer of pneumatic and hydraulic quick coupling solutions and leak-free connectors used in industrial, construction, mining, defense, energy and power applications.	January 1, 2011	Hydraulics	$35 for the year ended November 30, 2010

Chloride Phoenixtec Electronics	October 12, 2010	Electrical Rest of World	$25 for the year ended September 30, 2010
A China manufacturer of UPS systems. Eaton acquired the remaining shares to increase its ownership from 50% to 100%.	October 12, 2010	Electrical Rest of World	$25 for the year ended September 30, 2010

CopperLogic, Inc.	October 1, 2010	Electrical Americas	$35 for the year ended September 30, 2010
A Canadian manufacturer of electrical and electromechanical systems.	October 1, 2010	Electrical Americas	$35 for the year ended September 30, 2010

Wright Line Holding, Inc.	August 25, 2010	Electrical Americas	$101 for the year ended June 30, 2010
A United States provider of customized enclosures, rack systems, and air-flow management systems to store, power, and secure mission-critical IT data center electronics.	August 25, 2010	Electrical Americas	$101 for the year ended June 30, 2010

EMC Engineers, Inc.	July 15, 2010	Electrical Americas	$24 for 2009
A United States energy engineering and energy services company that delivers energy efficiency solutions for a wide range of governmental, educational, commercial and industrial facilities.	July 15, 2010	Electrical Americas	$24 for 2009

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Sale of Apex Tool Group, LLC


Note 3.	ACQUISITION INTEGRATION AND RESTRUCTURING CHARGES

Acquisition Integration Charges and Transaction Costs

Eaton incurs integration charges and transaction costs related to acquired businesses. A summary of these charges follows:



	2012		2011		2010
Acquisition integration charges
Electrical Americas	$	7	$	8	$	2
Electrical Rest of World	8		2		33
Cooper	2		—		—
Hydraulics	16		4		1
Aerospace	—		—		4
Total business segments	33		14		40
Corporate	11		—		—
Total acquisition integration charges	$	44	$	14	$	40

Transaction costs
Corporate	$	106	$	—	$	—
Financing fees	72		—		—
Total transaction costs	$	178	$	—	$	—

Total acquisition integration charges and transaction costs before income taxes	$	222	$	14	$	40
Total after income taxes	$	167	$	10	$	27
Per ordinary share - diluted	$	0.48	$	0.03	$	0.08

Integration charges in 2012 were related primarily to Polimer Kauçuk Sanayi ve Pazarlama A.Ş. (SEL), Jeil Hydraulics, Cooper and Internormen Technology Group. Integration charges in 2011 were related primarily to CopperLogic, Tuthill Coupling Group, Wright Line Holding, EMC Engineers and Internormen Technology Group. Integration charges in 2010 were related primarily to Moeller and Phoenixtec. These charges were included in Cost of products sold or Selling and administrative expense, as appropriate.

Corporate integration charges in 2012 were related primarily to the acquisition of Cooper. These charges were included in Selling and administrative expense. In Business Segment Information the charges were included in Other corporate expense-net.

Acquisition-related transaction costs, such as investment banking, legal and other professional fees are not included as a component of consideration transferred in an acquisition, but are expensed as incurred. Acquisition-related transaction costs in 2012 were related primarily to the acquisition of Cooper. These charges were included in Selling and administrative expense, Interest expense-net and Other expense (income)-net. In Business Segment Information the charges were included in Interest expense-net and Other corporate expense-net.

See Note 2 for additional information about Cooper and other business acquisitions.

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Restructuring Charges

During the fourth quarter of 2012 , Eaton undertook restructuring activities to improve the efficiency of certain businesses. These actions resulted in a charge of $50 , comprised of severance costs totaling $34 and other non-cash expenses totaling $16 . These charges were included in Cost of products sold or Selling and administrative expense, as appropriate. In Business Segment Information, the charges reduced Operating profit of the related business segment. See Note 14 for additional information about business segments. As of December 31, 2012 , the liability related to these restructuring actions totaled $34 and is expected to be paid out during the first half 2013 .


Note 4.	GOODWILL AND OTHER INTANGIBLE ASSETS

A summary of goodwill follows:



	2012		2011
Electrical Americas	$	2,677	$	2,043
Electrical Rest of World	1,188		981
Cooper	7,725		—
Hydraulics	1,404		1,116
Aerospace	1,045		1,040
Truck	149		150
Automotive	208		207
Total goodwill	$	14,396	$	5,537

The increase in goodwill in 2012 was primarily due to the acquisition of Cooper, which totaled $8,504 . As a result of benefiting from the anticipated synergies of acquiring Cooper, $601 and $191 of the total goodwill from the acquisition of Cooper was allocated to the Electrical Americas and Electrical Rest of World reporting units, respectively. Excluding the impact of the acquisition of Cooper, the increase in goodwill in 2012 was primarily due to other business acquisitions and currency translation. For additional information regarding Cooper and other business acquisitions, see Note 2.

A summary of other intangible assets follows:



	2012				2011
	Historical cost		Accumulated amortization		Historical cost		Accumulated amortization
Intangible assets not subject to amortization (primarily trademarks)	$	1,296			$	451

Intangible assets subject to amortization
Customer relationships	$	4,100	$	428	$	1,173	$	322
Patents and technology	1,500		325		849		308
Other	792		156		481		132
Total other intangible assets	$	6,392	$	909	$	2,503	$	762

Amortization expense related to intangible assets subject to amortization in 2012 , and estimated amortization expense for each of the next five years, follows:



2012	$	186
2013	420
2014	413
2015	409
2016	405
2017	402

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Other Intangible Assets Related to the Acquisition of Cooper

The preliminary estimated fair values of other intangible assets acquired in the Cooper transaction included in the table above were determined using an income valuation approach, which requires a forecast of expected future cash flows either through the use of the relief-from-royalty method or the multi-period excess earnings method. The estimated useful lives are based on Eaton's historical experience. These estimated fair values and useful lives are subject to change upon completion of the final valuation. Changes in fair value of the acquired intangible assets may be material. The estimated fair value of these identifiable intangible assets, their estimated useful lives and valuation methodology are as follows:



	Fair value		Useful life	Valuation method
Trade names (indefinite-lived)	$	845	N/A	Relief-from-royalty
Trade names	307		3-15	Relief-from-royalty
Customer relationships	2,780		14-20	Multi-period excess earnings
Technology	645		8-15	Relief-from-royalty
	$	4,577


Note 5.	DEBT

A summary of long-term debt, including the current portion, follows:



	2012			2011
5.75% notes due 2012	$	—		$	300
4.90% notes due 2013 ($200 converted to floating rate by interest rate swap)	300			300
5.95% notes due 2014 ($100 converted to floating rate by interest rate swap)	250			250
Floating rate notes due 2014 ($300 converted to fixed rate by interest rate swap)	300			300
5.45% debentures due 2015	300			—
4.65% notes due 2015	100			100
0.95% senior notes due 2015	600			—
2.375% debentures due 2016	250			—
5.30% notes due 2017 ($150 converted to floating rate by interest rate swap)	250			250
6.10% debentures due 2017	300			—
1.50% senior notes due 2017	1,000			—
5.60% notes due 2018 ($415 converted to floating rate by interest rate swap)	450			450
4.215% Japanese Yen notes due 2018	116			129
6.95% notes due 2019 ($300 converted to floating rate by interest rate swap)	300			300
3.875% debentures due 2020	250			—
3.47% notes due 2021	300			—
8.10% debentures due 2022	100			100
2.75% senior notes due 2022	1,600			—
3.68% notes due 2023	300			—
6.50% debentures due 2025	145			145
7.65% debentures due 2029 ($50 converted to floating rate by interest rate swap)	200			200
4.00% senior notes due 2032	700			—
5.45% debentures due 2034 ($25 converted to floating rate by interest rate swap)	140			140
5.80% notes due 2037	240			240
4.15% senior notes due 2042	1,000			—
5.25% to 12.5% notes (maturities ranging from 2012 to 2035)	255			266
Other	330			217
Total long-term debt	10,076			3,687
Less current portion of long-term debt	(314		)	(321		)
Long-term debt less current portion	$	9,762		$	3,366

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Short-term debt of $757 at December 31, 2012 included an outstanding borrowing of $669 on a $6.75 billion , 364 -day bridge facility, as described below, $75 of short-term commercial paper in the United States which had a weighted-average interest rate of 0.50% , $9 of other short-term debt in the United States, and $4 of short-term debt outside the United States. Short-term debt of $86 at December 31, 2011 included $75 of short-term commercial paper in the United States which had a weighted-average interest rate of 0.45% , $10 of other short-term debt in the United States, and $1 of short-term debt outside the United States. Borrowings outside the United States are generally denominated in local currencies. Operations outside the United States had available short-term lines of credit of $2,099 from various banks worldwide at December 31, 2012 .

On November 30, 2012 , the closing date of the acquisition of Cooper, Eaton borrowed $1,669 on a $6.75 billion , 364 -day bridge facility (the Facility) which was obtained on May 21, 2012 . The Facility was obtained to finance a portion of the cash paid to acquire Cooper and was available in a single draw on the closing date of the acquisition. At December 31, 2012 , $669 remained outstanding. Related deferred financing fees totaled $69 , of which $68 have been amortized in Interest expense-net as of December 31, 2012 . On February 1, 2013, Eaton repaid the outstanding balance on the Facility.

On November 14, 2012 , Eaton issued senior notes (the Senior Notes) totaling $4,900 related to financing the cash portion of the acquisition of Cooper. The Senior Notes are comprised of five tranches which mature in 2015 , 2017 , 2022 , 2032 and 2042 , with interest payable semi-annually at a respective rate of 0.95% , 1.50% , 2.75% , 4.00% and 4.15% . Eaton received proceeds totaling $4,853 from the issuance, net of financing costs and nominal discounts. The Senior Notes are fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Eaton and certain of its direct and indirect subsidiaries. The Senior Notes contain an optional redemption provision by which the Company may make an offer to purchase all or any part of the Senior Notes at a purchase price of the greater of (a) 100% of the principal amount of the respective Senior Notes being redeemed, or (b) the sum of the present values of the respective remaining scheduled payments of principal and interest, discounted to the redemption date on a semi-annual basis, plus basis points ranging from 10 to 25 based on the respective Senior Note tranche. The Senior Notes also contain a change of control provision which requires the Company to make an offer to purchase all or any part of the Senior Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest. The Senior Notes are required to be registered within 360 days of issuance and are subject to penalties for failure to comply with this provision. At December 31, 2012 , capitalized deferred financing fees total $40 . The capitalized deferred financing fees and nominal discounts are amortized in Interest expense-net over the respective terms of the Senior Notes. The Senior Notes are subject to customary non-financial covenants.

On June 28, 2012 , Eaton received proceeds totaling $600 from the private issuance of $300 , 3.47% notes due June 28, 2021 and $300 , 3.68% notes due June 28, 2023 (collectively, the Notes). Interest is payable semi-annually. The Notes contain a change of control provision which requires the Company to make an offer to purchase all or any part of the Notes at a purchase price of 100% of the principal amount plus accrued and unpaid interest. The Notes are subject to certain customary covenants and are fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries.

On June 14, 2012 , Eaton refinanced a $500 , three -year revolving credit facility and a $500 , five -year revolving credit facility with a $750 three -year revolving credit facility that will expire June 14, 2015 and a $750 , five -year revolving credit facility that will expire June 14, 2017 , respectively. On June 16, 2011 , Eaton refinanced a $500 , five -year revolving credit facility that had been set to expire on September 1, 2011 . The new $500 , five -year revolving credit facility will expire June 16, 2016 . The 2012 refinancings increased long-term revolving credit facilities from $1,500 to $2,000 . The revolving credit facilities are used to support commercial paper borrowings and are fully and unconditionally guaranteed by Eaton and certain of its direct and indirect subsidiaries, including Cooper. There were no borrowings outstanding under Eaton's revolving credit facilities at December 31, 2012 or 2011 .

On June 16, 2011 , Eaton issued $300 floating rate senior unsecured Notes due June 16, 2014 (the Floating Rate Notes). The Floating Rate Notes bear interest annually at a floating rate, reset quarterly, equal to the three -month LIBOR rate for U.S. dollars plus 0.33% . Interest is payable quarterly in arrears. The Floating Rate Notes contain a provision which requires the Company to make an offer to purchase all or any part of the Floating Rate Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest if certain change of control events occur. The Floating Rate Notes are subject to customary non-financial covenants.

Eaton is in compliance with each of its debt covenants for all periods presented. Eaton Corporation and Cooper each issued guarantees on November 30, 2012 and January 8, 2013, respectively, on all material outstanding debt of the other.

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Mandatory maturities of long-term debt for each of the next five years follow:



2013	$	314
2014	568
2015	1,008
2016	261
2017	1,551

Interest paid on debt follows:



2012	$	276
2011	174
2010	170


Note 6.	RETIREMENT BENEFITS PLANS

Eaton has defined benefits pension plans and other postretirement benefits plans.

Obligations and Funded Status



	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2012			2011			2012			2011			2012			2011
Funded status
Fair value of plan assets	$	2,607		$	1,664		$	1,248		$	989		$	146		$	156
Benefit obligations	(3,817		)	(2,899		)	(2,006		)	(1,505		)	(940		)	(853		)
Funded status	$	(1,210	)	$	(1,235	)	$	(758	)	$	(516	)	$	(794	)	$	(697	)

Amounts recognized in the Consolidated Balance Sheets
Non-current assets	$	—		$	—		$	71		$	78		$	—		$	—
Current liabilities	(15		)	(12		)	(27		)	(24		)	(62		)	(55		)
Non-current liabilities	(1,195		)	(1,223		)	(802		)	(570		)	(732		)	(642		)
Total	$	(1,210	)	$	(1,235	)	$	(758	)	$	(516	)	$	(794	)	$	(697	)

Amounts recognized in Accumulated other comprehensive loss (pretax)
Net actuarial loss	$	1,618		$	1,601		$	550		$	348		$	269		$	257
Prior service cost (credit)	1			1			9			10			(7		)	(9		)
Other	2			—			—			—			—			—
Total	$	1,621		$	1,602		$	559		$	358		$	262		$	248

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Change in Benefit Obligations



	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2012			2011			2012			2011			2012			2011
Balance at January 1	$	2,899		$	2,458		$	1,505		$	1,460		$	853		$	826
Service cost	115			93			50			48			17			15
Interest cost	134			132			77			78			38			41
Actuarial loss	264			346			196			26			34			41
Gross benefits paid	(132		)	(131		)	(78		)	(82		)	(94		)	(101		)
Currency translation	—			—			54			(23		)	—			(1		)
Acquisitions	536			—			201			—			64			—
Other	1			1			1			(2		)	28			32
Balance at December 31	$	3,817		$	2,899		$	2,006		$	1,505		$	940		$	853

Accumulated benefit obligation	$	3,639		$	2,762		$	1,878		$	1,364

Change in Plan Assets



	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2012			2011			2012			2011			2012			2011
Balance at January 1	$	1,664		$	1,572		$	989		$	937		$	156		$	—
Actual return on plan assets	293			(41		)	86			39			13			2
Employer contributions	311			264			102			108			43			223
Gross benefits paid	(132		)	(131		)	(78		)	(82		)	(94		)	(101		)
Currency translation	—			—			39			(6		)	—			—
Acquisitions	471			—			128			—			—			—
Other	—			—			(18		)	(7		)	28			32
Balance at December 31	$	2,607		$	1,664		$	1,248		$	989		$	146		$	156

The components of pension plans with an accumulated benefit obligation in excess of plan assets at December 31 follow:



	United States pension liabilities				Non-United States pension liabilities
	2012		2011		2012		2011
Projected benefit obligation	$	3,817	$	2,899	$	1,405	$	990
Accumulated benefit obligation	3,639		2,762		1,300		925
Fair value of plan assets	2,607		1,664		657		446

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Changes in pension and other postretirement benefit liabilities recognized in Accumulated other comprehensive loss follow:



	United States pension liabilities						Non-United States pension liabilities						Other postretirement liabilities
	2012			2011			2012			2011			2012			2011
Balance at January 1	$	1,602		$	1,142		$	358		$	319		$	248		$	221
Prior service cost arising during the year	1			1			—			4			—			—
Net loss arising during the year	154			551			205			58			27			39
Currency translation	—			—			15			(5		)	—			—
Less amounts included in expense during the year	(138		)	(92		)	(19		)	(18		)	(13		)	(12		)
Other	2			—			—			—			—			—
Net change for the year	19			460			201			39			14			27
Balance at December 31	$	1,621		$	1,602		$	559		$	358		$	262		$	248

Benefits Expense



	United States pension benefit expense									Non-United States pension benefit expense									Other postretirement benefits expense
	2012			2011			2010			2012			2011			2010			2012			2011		2010
Service cost	$	115		$	93		$	80		$	50		$	48		$	39		$	17		$	15	$	16
Interest cost	134			132			131			77			78			69			38			41		46
Expected return on plan assets	(183		)	(164		)	(156		)	(77		)	(70		)	(62		)	(6		)	—		—
Amortization	118			75			53			15			13			8			13			12		10
	184			136			108			65			69			54			62			68		72
Curtailment loss	—			—			1			1			1			—			—			—		—
Settlement loss	20			17			16			3			4			—			—			—		—
Total expense	$	204		$	153		$	125		$	69		$	74		$	54		$	62		$	68	$	72

The estimated pretax net amounts that will be recognized from Accumulated other comprehensive loss into net periodic benefit cost in 2013 follow:



	United States pension liabilities		Non-United States pension liabilities		Other postretirement liabilities
Actuarial loss	$	176	$	27	$	15
Prior service cost (credit)	—		1		(2		)
Total	$	176	$	28	$	13

Retirement Benefits Plans Assumptions

Pension Plans



	United States pension plans						Non-United States pension plans
	2012		2011		2010		2012		2011		2010
Assumptions used to determine benefit obligation at year-end
Discount rate	3.97	%	4.70	%	5.50	%	4.17	%	5.12	%	5.40	%
Rate of compensation increase	3.16	%	3.15	%	3.61	%	3.09	%	3.62	%	3.63	%

Assumptions used to determine expense
Discount rate	4.70	%	5.50	%	6.00	%	5.12	%	5.40	%	5.59	%
Expected long-term return on plan assets	8.50	%	8.50	%	8.95	%	7.10	%	7.17	%	7.20	%
Rate of compensation increase	3.15	%	3.61	%	3.62	%	3.62	%	3.63	%	3.58	%

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The expected long-term rate of return on pension assets was determined for each country and reflects long-term historical data taking into account each plan's target asset allocation. The discount rate was determined using appropriate bond data for each country.

Other Postretirement Benefits Plans

A summary of the fair value of other postretirement benefits plan assets at December 31, 2012 and 2011 , follows:



	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
2012
Common collective trusts
Global equities	$	75	$	—	$	75	$	—
Fixed income securities	67		—		67		—
Cash equivalents	5		5		—		—
Total other postretirement benefits plan assets	$	147	$	5	$	142	$	—



2011
Common collective trusts
Global equities	$	52	$	—	$	52	$	—
Fixed income securities	50		—		50		—
Cash equivalents	54		54		—		—
Total other postretirement benefits plan assets	$	156	$	54	$	102	$	—

Valuation Methodologies

Following is a description of the valuation methodologies used for pension and other postretirement benefits plan assets measured at fair value. There have been no changes in the methodologies used at December 31, 2012 and 2011 .

Common collective trusts - Valued at the net unit value of units held by the trust at year end. The unit value is determined by the total value of fund assets divided by the total number of units of the fund owned. The equity investments in collective trusts are predominantly in index funds for which the underlying securities are actively traded in public markets based upon readily measurable prices.

Fixed income securities - These securities consist of publicly traded United States and non-United States fixed interest obligations (principally corporate and government bonds and debentures). The fair value of corporate and government debt securities is determined through third-party pricing models that consider various assumptions, including time value, yield curves, credit ratings and current market prices. The Company verifies the results of trustees or custodians and evaluates the pricing classification of these securities by performing analyses using other third-party sources.

United States treasuries - Valued at the closing price of each security.

Real estate and equity securities - These securities consist of direct investments in the stock of publicly traded companies. Such investments are valued based on the closing price reported in an active market on which the individual securities are traded. As such, the direct investments are classified as Level 1.

Cash equivalents - Primarily certificates of deposit, commercial paper and repurchase agreements.

Registered investment companies - Valued at the closing price of the exchange traded fund's shares.

Other - Primarily insurance contracts for international plans and also futures contracts and over-the-counter options. These investments are valued based on the closing prices of future contracts or indices as available on the Bloomberg or similar service, and private equity investments.

For additional information regarding fair value measurements, see Note 11.

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Defined Contribution Plans

The Company has various defined contribution benefit plans, primarily consisting of the Eaton Savings Plan in the United States. The total contributions related to these plans are charged to expense and were as follows:



2012	$	74
2011	65
2010	33

Following the acquisition of Cooper, the Cooper Retirement Savings and Stock Ownership Plan Trust, which had been a Cooper shareholder, purchased 3.2 million newly issued ordinary shares of Eaton for an aggregate purchase price of $166 on December 5, 2012, using the cash portion of the acquisition proceeds it received for its Cooper shares. The purchase price was $51.26 per share, which was the approximate closing per share price of Eaton shares on the New York Stock Exchange on December 4, 2012. There were no underwriting discounts or commissions in connection with the purchase. The transaction was completed pursuant to an exemption found under Section 4(2) of The Securities Act of 1933, as amended.


Note 7.	COMMITMENTS AND CONTINGENCIES

Legal Contingencies

Eaton is subject to a broad range of claims, administrative and legal proceedings such as lawsuits that relate to contractual allegations, tax audits, patent infringement, personal injuries (including asbestos claims), antitrust matters and employment-related matters. Although it is not possible to predict with certainty the outcome or cost of these matters, the Company believes they will not have a material effect on the consolidated financial statements.

In December 2010, a Brazilian court held that a judgment obtained by a Brazilian company, Raysul, against another Brazilian company, Saturnia, which was sold by Eaton in 2006 , could be enforced against Eaton Ltda. This judgment is based on an alleged violation of an agency agreement between Raysul and Saturnia. At December 31, 2012 , the Company has a total accrual of 79 Brazilian Reais related to this matter ( $39 based on current exchange rates), comprised of 60 Brazilian Reais recognized in the fourth quarter of 2010 ( $30 based on current exchange rates) with an additional 19 Brazilian Reais recognized through December 31, 2012 ( $9 based on current exchange rates) due to subsequent accruals for interest and inflation. The Company expects that any sum it may be required to pay in connection with this matter will not exceed the amount of the recorded liability. In 2010, Eaton filed motions for clarification with the Brazilian court of appeals which were denied on April 6, 2011 . Eaton Holding and Eaton Ltda. filed appeals on various issues to the Superior Court of Justice in Brasilia. All appeals have been accepted by the Superior Court of Justice and will be heard in due course.

On October 5, 2006 , ZF Meritor LLC and Meritor Transmission Corporation (collectively, Meritor) filed an action against Eaton in the United States District Court for Delaware. The action sought damages, which would be trebled under United States antitrust laws, as well as injunctive relief and costs. The suit alleged that Eaton engaged in anti-competitive conduct against Meritor in the sale of heavy-duty truck transmissions in North America. Following a four week trial on liability only, on October 8, 2009 , the jury returned a verdict in favor of Meritor. Eaton firmly believes that it competes fairly and honestly for business in the marketplace, and that at no time did it act in an anti-competitive manner. During an earlier stage in the case, the judge concluded that damage estimates contained in a report filed by Meritor were not based on reliable data and the report was specifically excluded from the case. On November 3, 2009 , Eaton filed a motion for judgment as a matter of law and to set aside the verdict. That motion was denied on March 10, 2011 . On March 14, 2011, Eaton filed a motion for entry of final judgment of liability, zero damages and no injunctive relief. That motion was denied on June 9, 2011 . On August 19, 2011 , the Court entered final judgment of liability but awarded zero damages to plaintiffs. The Court also entered an injunction prohibiting Eaton from offering rebates or other incentives based on purchasing targets but stayed the injunction pending appeal. Eaton appealed the liability finding and the injunction to the Third Circuit Court of Appeals. Meritor cross-appealed the finding of zero damages. On September 28, 2012, the Court of Appeals affirmed the District Court's denial of Eaton's motion for judgment as a matter of law, and let stand the jury verdict in favor of Meritor. The Third Circuit also ruled that the plaintiffs' damages report was properly excluded, but reversed the judgment of zero damages and ordered that the District Court must allow plaintiffs a limited opportunity to amend the damages report, which may be re-considered for reliability and admissibility. Injunctive relief also was vacated. An estimate of any potential loss related to this action cannot be made at this time.

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Environmental Contingencies

Eaton has established policies to ensure that its operations are conducted in keeping with good corporate citizenship and with a positive commitment to the protection of the natural and workplace environments. The Company's manufacturing facilities are required to be certified to ISO 14001, an international standard for environmental management systems. The Company routinely reviews EHS performance at each of its facilities and continuously strives to improve pollution prevention.

Eaton is involved in remedial response and voluntary environmental remediation at a number of sites, including certain of its currently-owned or formerly-owned plants. The Company has also been named a potentially responsible party under the United States federal Superfund law at a number of disposal sites. The Company became involved in these sites through the Company's voluntary decision, in connection with business acquisitions, or as a result of government action. At the end of 2012 , the Company was involved with a total of 142 sites worldwide, including the Superfund sites mentioned above, with none of these sites being individually significant to the Company.

Remediation activities, generally involving soil and/or groundwater contamination, include pre-cleanup activities such as fact finding and investigation, risk assessment, feasibility study, design and action planning, performance (where actions may range from monitoring, to removal of contaminants, to installation of longer-term remediation systems), and operation and maintenance of a remediation system. The extent of expected remediation activities and costs varies by site. A number of factors affect the cost of environmental remediation, including the number of parties involved at a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, and the continuing advancement of remediation technology. Taking these factors into account, Eaton has estimated the costs of remediation, which will be paid over a period of years. The Company accrues an amount on an undiscounted basis, consistent with the estimates of these costs when it is probable that a liability has been incurred. Actual results may differ from these estimates. At December 31, 2012 and 2011 , the Company had an accrual totaling $125 and $62 , respectively, for these costs.

Based upon Eaton's analysis and subject to the difficulty in estimating these future costs, the Company expects that any sum it may be required to pay in connection with environmental matters is not reasonably possible to exceed the recorded liability by an amount that would have a material effect on its financial position, results of operations or cash flows.

Warranty Accruals

A summary of the current and long-term warranty accruals follows:



	2012			2011			2010
Balance at January 1	$	158		$	153		$	147
Provision	85			98			99
Settled	(84		)	(94		)	(91		)
Acquisitions and other	21			1			(2		)
Balance at December 31	$	180		$	158		$	153

Lease Commitments

Eaton leases certain real properties and equipment. A summary of minimum rental commitments at December 31, 2012 under noncancelable operating leases, which expire at various dates and in most cases contain renewal options, for each of the next five years and thereafter in the aggregate, follow:



2013	$	174
2014	137
2015	101
2016	73
2017	59
Thereafter	85
Total noncancelable lease commitments	$	629

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A summary of rental expense follows:



2012	$	199
2011	194
2010	172


Note 8.	INCOME TAXES

Income before income taxes and income tax expense are summarized below based on the geographic location of the operation to which such earnings and income taxes are attributable. Certain Eaton operations outside the United States are subject to both United States as well as non-United States income tax regulations. As a result, income before tax by location and the components of income tax expense by taxing jurisdiction are not directly related. For purposes of this note, non-United States operations include Puerto Rico.



	Income before income taxes
	2012		2011		2010
United States	$	138	$	375	$	114
Non-United States	1,113		1,178		922
Total income before income taxes	$	1,251	$	1,553	$	1,036



	Income tax expense (benefit)
	2012			2011			2010
Current
United States
Federal	$	1		$	85		$	(2	)
State and local	5			2			1
Non-United States	130			186			107
Total current income tax expense	136			273			106

Deferred
United States
Federal	39			(2		)	95
State and local	2			8			(15		)
Non-United States	(146		)	(78		)	(87		)
Total deferred income tax benefit	(105		)	(72		)	(7		)
Total income tax expense	$	31		$	201		$	99

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Reconciliations of income taxes from the United States federal statutory rate of 35% to the consolidated effective income tax rate follow:



	2012		2011		2010
Income taxes at the United States federal statutory rate	35.0	%	35.0	%	35.0	%

United States operations
State and local income taxes	0.6	%	0.2	%	(0.1	)%
Deductible dividends	(0.7	)%	(0.5	)%	(0.6	)%
Deductible interest	(0.8	)%	(0.5	)%	(0.8	)%
Credit for research activities	—	%	(1.0	)%	(1.4	)%
Impact of Health Care Reform and Education Reconciliation Act and pre-funding on taxation associated with Medicare Part D	—	%	(0.9	)%	2.2	%
Other-net	2.7	%	0.5	%	1.4	%

Non-United States operations
United States foreign tax credit	(12.4	)%	(2.3	)%	(6.4	)%
Non-United States operations (earnings taxed at other than the United States tax rate)	(14.9	)%	(15.5	)%	(13.9	)%

Worldwide operations
Adjustments to tax liabilities	(5.7	)%	(0.8	)%	(1.2	)%
Adjustments to valuation allowances	(1.3	)%	(1.3	)%	(4.7	)%
Effective income tax expense rate	2.5	%	12.9	%	9.5	%

During 2012 , income tax expense of $31 was recognized (an effective tax rate of 2.5% ) compared to $201 for 2011 (an effective tax rate of 12.9% ) and $99 for 2010 (an effective tax rate of 9.5% ). The lower effective tax rate for 2012 , compared to 2011 , was primarily attributable to realization of a significant international tax benefit from actions taken after the acquisition of Cooper, enhanced foreign tax credit utilization, lower tax provisions in several international locations associated with restructuring actions, and greater levels of income in lower tax jurisdictions.

On January 2, 2013, the President of the United States signed the American Taxpayer Relief Act of 2012 (the Act) into law. The Act extended certain tax benefits retroactively to January 1, 2012. The extension of the credit for research activities and the non-U.S. source income look-through rules will provide tax benefits of approximately $20 related to 2012 which are required to be recognized in the first quarter of 2013.

With limited exceptions, no provision has been made for income taxes on undistributed earnings of non-United States subsidiaries of approximately $8 billion at December 31, 2012 , since it is the Company's intention to indefinitely reinvest undistributed earnings of its non-United States subsidiaries. It is not practicable to estimate the additional income taxes and applicable withholding taxes that would be payable on the remittance of such undistributed earnings.

The Company's largest growth areas that require capital are in developing markets. The cash that is permanently reinvested is typically used to expand operations either organically or through acquisitions in such developing markets as well as other mature markets where the Company targets increased market share. The Company's United States operations normally generate cash flow sufficient to satisfy United States operating requirements. Dividends paid during 2012 from non-United States affiliates to the United States parent were not significant.

Worldwide income tax payments follow:



2012	$	254
2011	191
2010	141

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Deferred Income Tax Assets and Liabilities

Components of current and long-term deferred income taxes follow:



	2012						2011
	Current assets and liabilities			Long-term assets and liabilities			Current assets and liabilities			Long-term assets and liabilities
Accruals and other adjustments
Employee benefits	$	92		$	852		$	114		$	778
Depreciation and amortization	(100		)	(2,356		)	(2		)	(498		)
Other accruals and adjustments	476			290			293			77
Other items	—			145			—			(4		)
United States federal income tax loss carryforwards	—			6			—			7
United States federal income tax credit carryforwards	—			156			—			251
United States state and local tax loss carryforwards and tax credit carryforwards	—			71			—			65
Non-United States tax loss carryforwards	—			1,591			—			417
Non-United States income tax credit carryforwards	—			67			—			95
Valuation allowance for income tax loss and income tax credit carryforwards	(61		)	(1,521		)	—			(441		)
Other valuation allowances	(7		)	(71		)	(7		)	(55		)
Total deferred income taxes	$	400		$	(770	)	$	398		$	692

At December 31, 2012 , deferred tax liabilities of $49 are included within Other current liabilities.

At the end of 2012 , United States federal income tax loss carryforwards and income tax credit carryforwards were available to reduce future United States federal income tax liabilities. These carryforwards and their expiration dates are summarized below:



	2013 through 2017		2018 through 2022		2023 through 2027		2028 through 2032		Not subject to expiration		Valuation allowance
United States federal income tax loss carryforwards	$	—	$	—	$	15	$	2	$	—	$	—
United States federal deferred income tax assets for income tax loss carryforwards	—		—		5		1		—		(5		)
United States federal income tax credit carryforwards	—		51		—		68		37		(17		)

United States state and local tax loss carryforwards and tax credit carryforwards with a future tax benefit are also available at the end of 2012 . These carryforwards and their expiration dates are summarized below:



	2013 through 2017		2018 through 2022		2023 through 2027		2028 through 2032		Not subject to expiration		Valuation allowance
United States state and local deferred income tax assets for income tax carryforwards - net of federal tax effect	$	6	$	12	$	15	$	7	$	—	$	(16	)
United States state and local income tax credit carryforwards - net of federal tax effect	7		10		6		4		4		(15		)

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At December 31, 2012 , certain non-United States subsidiaries had tax loss carryforwards and income tax credit carryforwards that are available to offset future taxable income. These carryforwards and their expiration dates are summarized below:



	2013 through 2017		2018 through 2022		2023 through 2027		2028 through 2032		Not subject to expiration		Valuation allowance
Non-United States income tax loss carryforwards	$	348	$	148	$	32	$	27	$	6,982	$	—
Non-United States deferred income tax assets for income tax loss carryforwards	92		38		9		8		1,444		(1,509		)
Non-United States income tax credit carryforwards	47		14		1		—		5		(7		)

Recoverability of Deferred Income Tax Assets

Eaton is subject to the income tax laws in the jurisdictions in which it operates. In order to determine its income tax provision for financial statement purposes, Eaton must make significant estimates and judgments about its business operations in these jurisdictions. These estimates and judgments are also used in determining the deferred income tax assets and liabilities that have been recognized for differences between the financial statement and income tax basis of assets and liabilities, and income tax loss carryforwards and income tax credit carryforwards.

Management evaluates the realizability of deferred income tax assets for each of the jurisdictions in which it operates. If the Company experiences cumulative pretax income in a particular jurisdiction in the three -year period including the current and prior two years, management normally concludes that the deferred income tax assets will more likely than not be realizable and no valuation allowance is recognized, unless known or planned operating developments would lead management to conclude otherwise. However, if the Company experiences cumulative pretax losses in a particular jurisdiction in the three -year period including the current and prior two years, management then considers a series of factors in the determination of whether the deferred income tax assets can be realized. These factors include historical operating results, known or planned operating developments, the period of time over which certain temporary differences will reverse, consideration of the utilization of certain deferred income tax liabilities, tax law carryback capability in the particular country, prudent and feasible tax planning strategies, and estimates of future earnings and taxable income using the same assumptions as the Company's goodwill and other impairment testing. After evaluation of these factors, if the deferred income tax assets are expected to be realized within the tax carryforward period allowed for that specific country, management would conclude that no valuation allowance would be required. To the extent that the deferred income tax assets exceed the amount that is expected to be realized within the tax carryforward period for a particular jurisdiction, management would establish a valuation allowance.

Applying the above methodology, valuation allowances have been established for certain United States federal, state and local income, as well as certain non-United States, deferred income tax assets to the extent they are not expected to be realized within the particular tax carryforward period.

Unrecognized Income Tax Benefits

Eaton's historical policy has been to enter into tax planning strategies only if it is more likely than not that the benefit would be sustained upon audit. For example, the Company does not enter into any of the Internal Revenue Service (IRS) Listed Transactions as set forth in Treasury Regulation 1.6011-4.

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A summary of gross unrecognized income tax benefits follows:



	2012			2011			2010
Balance at January 1	$	236		$	224		$	197
Increases and decreases as a result of positions taken during prior years
Transfers to valuation allowances	—			—			(2		)
Other increases	1			3			7
Other decreases, including currency translation	—			(14		)	(31		)
Balances related to acquired businesses	13			2			34
Increases as a result of positions taken during the current year	36			31			23
Decreases relating to settlements with tax authorities	—			(2		)	—
Decreases as a result of a lapse of the applicable statute of limitations	(6		)	(8		)	(4		)
Balance at December 31	$	280		$	236		$	224

If all unrecognized tax benefits were recognized, the net impact on the provision for income tax expense would be $224 .

As of December 31, 2012 and 2011 , Eaton had accrued approximately $34 and $29 , respectively, for the payment of worldwide interest and penalties. Eaton recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax expense. The Company has accrued penalties in jurisdictions where they are automatically applied to any deficiency, regardless of the merit of the position.

The resolution of the majority of Eaton's unrecognized income tax benefits is dependent upon uncontrollable factors such as law changes; the prospect of retroactive regulations; new case law; the willingness of the income tax authority to settle the issue, including the timing thereof; and other factors. Therefore, for the majority of unrecognized income tax benefits, it is not reasonably possible to estimate the increase or decrease in the next 12 months. For each of the unrecognized income tax benefits where it is possible to estimate the increase or decrease in the balance within the next 12 months, the Company does not anticipate any significant change.

Eaton or its subsidiaries file income tax returns in the United States and jurisdictions outside the United States. The IRS has completed their examination of Eaton Corporation and Includible Subsidiaries United States income tax returns for 2005 and 2006 and has issued a Statutory Notice of Deficiency (Notice) as discussed below. The statute of limitations on these tax years remains open to the extent of the tax assessment until the matter is resolved. During 2012, the IRS began their formal examination of the Eaton Corporation and Includible Subsidiaries United States income tax returns for 2007, 2008, and 2009. Eaton Corporation had previously agreed to extend the statute of limitations for the IRS to examine its United States income tax returns for 2007 , 2008 and 2009 until December 31, 2013 . The statute of limitations for tax year 2010 is open until September 15, 2014. The IRS examination of the Cooper Industries and Includible Subsidiaries United States income tax returns for 2009 and 2010 was completed and settled during 2012 without significant effect on the consolidated financial statements. The statute of limitations remains open for tax year 2009 and 2010 until September 15, 2013 and September 15, 2014, respectively. During 2012, the IRS began their formal examination of the Cooper Industries and Includible Subsidiaries United States income tax return for 2011. The statute of limitations for tax year 2011 is open for examination until September 15, 2015.

Eaton is also under examination for the income tax filings in various state and non-United States jurisdictions. With only a few exceptions, Eaton Corporation and Includible Subsidiaries are no longer subject to state and local income tax examinations for years before 2008 . State and local income tax returns will be reopened to the extent of United States federal income tax adjustments, if any, going back to 2005 when those audit years are finalized. Some states will not limit their assessment to the United States federal adjustments, and will require the opening of the entire tax year. In addition, with only a few exceptions, Cooper Industries and Includible Subsidiaries are no longer subject to United States state and local income tax examinations for years before 2008. With only a few exceptions, the non-United States subsidiaries of both Eaton and Cooper are no longer subject to examinations for years before 2007 .

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At the end of the fourth quarter of 2011, the IRS issued a Notice for Eaton Corporation and Includible Subsidiaries 2005 and 2006 tax years. The Notice proposes assessments of $75 in additional taxes plus $52 in penalties related primarily to 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., net of agreed credits and deductions. The Company has set its transfer prices for products sold between these affiliates at the same prices that the Company sells such products to third parties. The Notice was issued despite the IRS having previously recognized the validity of the Company's transfer pricing methodology by entering into two successive binding Advance Pricing Agreements (APAs) that approved and, in fact, required the application of the Company's transfer pricing methodology for the ten year period of 2001 through 2010 . For the years 2001 through 2004, the IRS had previously accepted the transfer pricing methodology related to these APAs after a comprehensive review conducted in two separate audit cycles. On December 16, 2011 , immediately prior to the Notice being issued, the IRS sent a letter to Eaton Corporation stating that it was canceling the APAs.

The Company firmly believes that the proposed assessments are without merit. The Company also believes that it was in full compliance with the terms of the two APAs and that the IRS's unilateral attempt to retroactively cancel these two binding contracts is also without merit and represents a breach of the two contracts. On February 29, 2012, the Company filed a Petition with the U.S. Tax Court in which it asserted that the transfer pricing established in the two APA contracts meets the arms-length standard set by the U.S. income tax law, that the transfer pricing the Company has used is in full compliance with U.S. income tax laws, and accordingly, that the two APA contracts should be enforced in accordance with their terms. On June 11, 2012, the Company filed a motion for partial summary judgment with the U.S. Tax Court, asking the U.S. Tax Court to find that the APAs are binding contracts and that the IRS has the burden of proving that it is entitled to cancel the APAs. On October 22, 2012, a hearing on the partial summary judgment motion was held at the U.S. Tax Court. A decision on the motion is pending. The Company believes that the ultimate resolution of this matter will not have a material adverse impact on its consolidated financial statements.

During 2010, Eaton Corporation received a significant tax assessment in Brazil for the tax years 2005 through 2008 that relates to the amortization of certain goodwill generated from the acquisition of third party businesses and corporate reorganizations. In this jurisdiction, the Company had previously filed and received a favorable tax ruling on the key aspects of the transaction not specifically covered by the plain meaning of the local tax statutes. The ruling request fully disclosed all steps of the transaction. The tax assessment is under review at the second of three administrative appeals levels. The first administrative appeal level made a 50% reduction in assessed penalties. The Company disagrees with the assessment and intends to litigate the matter if it is not resolved at the administrative appeals levels. Multiple outside advisors have stated that Brazilian tax authorities are raising the issue for most clients with similar facts and that the matter is expected to require at least 10 years to resolve. At this time, management believes that final resolution of the assessment will not have a material impact on the consolidated financial statements.


Note 9.	EATON SHAREHOLDERS' EQUITY

Eaton was incorporated under the laws of Ireland on May 10, 2012, and became the successor registrant to Eaton Corporation on November 30, 2012 in connection with the consummation of the acquisition of Cooper. Eaton Corporation shares were cancelled and exchanged for Eaton Corporation plc shares on a one-for-one basis. All the remaining unsold shares of Eaton Corporation were deregistered. On December 3, 2012, Eaton Corporation plc began trading on the New York stock exchange under the same symbol used by Eaton Corporation (“ETN”) prior to November 30, 2012. See Note 2 for additional information about the acquisition of Cooper.

At December 31, 2012 , there were 750 million Eaton ordinary shares authorized ( $0.01 par value per share), 470.7 million of which were issued and outstanding. Eaton's Memorandum and Articles of Association authorized 40 thousand deferred ordinary shares ( €1.00 par value per share) and 10 thousand preferred A shares ( $1.00 par value per share), all of which were issued and outstanding at the end of 2012 , and 10 million serial preferred shares ( $0.01 par value per share), none of which were outstanding at the end of 2012 . At December 31, 2011 , there were 500 million Eaton Corporation common shares authorized ( $0.50 par value per share), 334.4 million of which were issued and outstanding at the end of 2011 . At December 31, 2012 , there were 20,570 holders of record of Eaton ordinary shares. Additionally, 27,852 current and former employees were shareholders through participation in the Eaton Savings Plan, Eaton Personal Investment Plan, Eaton Puerto Rico Retirement Savings Plan, and the Cooper Retirement Savings and Stock Ownership Plan.

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Eaton Corporation had a common share repurchase program (2007 Program) that authorized the repurchase of 10 million common shares. In 2011, 8.3 million Eaton Corporation common shares were repurchased under the 2007 Program in the open market at a total cost of $343 . On September 28, 2011 , Eaton Corporation's Board of Directors approved a common share repurchase program (2011 Program) that replaced the 2007 Program and authorized the purchase of up to 20 million shares, not to exceed an aggregate purchase price of $1.25 billion . In connection with the acquisition of Cooper, Eaton assumed Eaton Corporation's share repurchase 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. In 2012 and 2011, no ordinary or common shares were repurchased under the 2011 Program. No common shares were repurchased in the open market in 2010 .

Eaton has deferral plans that permit certain employees and directors to defer a portion of their compensation. A trust contains $12 and $6 of ordinary shares and marketable securities, as valued at December 31, 2012 and 2011 , respectively, to fund a portion of these liabilities. The marketable securities were included in Other assets and the ordinary shares were included in Shareholders' equity at historical cost.

On February 27, 2013, Eaton's Board of Directors declared a quarterly dividend of $0.42 per ordina ry share, payable on March 22, 2013, to shareholders of record at the close of business on March 11, 2013.

Comprehensive Loss

Comprehensive loss consists primarily of net income, currency translation and related hedging instruments, changes in unrecognized costs of pension and other postretirement benefits, and changes in the effective portion of open derivative contracts designated as cash flow hedges. The following table summarizes the pre-tax and after-tax amounts recognized in Comprehensive loss:



	2012						2011						2010
	Pre-tax			After-tax			Pre-tax			After-tax			Pre-tax			After-tax
Currency translation and related hedging instruments	$	118		$	109		$	(252	)	$	(241	)	$	(78	)	$	(78	)

Pensions and other postretirement benefits
Prior service cost arising during the year	(1		)	(1		)	(5		)	(4		)	(2		)	(1		)
Net loss arising during the year	(386		)	(262		)	(648		)	(417		)	(182		)	(123		)
Currency translation	(15		)	(12		)	5			4			5			5
Other	(2		)	15			—			(15		)	(4		)	3
Amortization of prior service cost reclassified to earnings	170			108			122			79			87			54
	(234		)	(152		)	(526		)	(353		)	(96		)	(62		)

Cash flow hedges
Gain (loss) on derivatives designated as cash flow hedges	10			10			(28		)	(21		)	8			6
Changes in cash flow hedges reclassified to earnings	7			7			—			(1		)	(8		)	(6		)
Cash flow hedges, net of reclassification adjustments	17			17			(28		)	(22		)	—			—
Other comprehensive loss attributable to Eaton ordinary shareholders	$	(99	)	$	(26	)	$	(806	)	$	(616	)	$	(174	)	$	(140	)

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The changes in Accumulated other comprehensive loss attributable to Eaton ordinary shareholders, net of tax, as reported in the Consolidated Balance Sheets follow:



	Currency translation and related hedging instruments			Pensions and other postretirement benefits			Cash flow hedges			Accumulated other comprehensive loss
January 1, 2010	$	(183	)	$	(1,032	)	$	7		$	(1,208	)
Comprehensive income (loss)	(78		)	(62		)	—			(140		)
December 31, 2010	(261		)	(1,094		)	7			(1,348		)
Comprehensive income (loss)	(241		)	(353		)	(22		)	(616		)
December 31, 2011	(502		)	(1,447		)	(15		)	(1,964		)
Comprehensive income (loss)	109			(152		)	17			(26		)
December 31, 2012	$	(393	)	$	(1,599	)	$	2		$	(1,990	)

Net Income per Ordinary Share

A summary of the calculation of net income per ordinary share attributable to ordinary shareholders follows:



(Shares in millions)	2012		2011		2010
Net income attributable to Eaton ordinary shareholders	$	1,217	$	1,350	$	929

Weighted-average number of ordinary shares outstanding-diluted	350.9		342.8		339.5
Less dilutive effect of equity-based compensation	3.1		4.5		4.0
Weighted-average number of ordinary shares outstanding-basic	347.8		338.3		335.5

Net income per ordinary share
Diluted	$	3.46	$	3.93	$	2.73
Basic	3.54		3.98		2.76

In 2012 , 2011 and 2010 , 2.2 million , 1.5 million and 6.9 million stock options, respectively, were excluded from the calculation of diluted net income per ordinary share because the exercise price of the options exceeded the average market price of the ordinary shares during the period and their effect, accordingly, would have been antidilutive.


Note 10.	EQUITY-BASED COMPENSATION

Exchange of Equity-Based Compensation

On November 30, 2012, in conjunction with the acquisition of Cooper, all Eaton Corporation equity-based compensation plans were assumed by Eaton, subject to the same terms and conditions except that reference to Eaton Corporation shares were changed to Eaton shares. Outstanding Eaton Corporation restricted share awards, other share-based awards and stock options were converted into the right to receive an equivalent equity award from Eaton. Eaton equity awards are subject to the same number of shares, terms and conditions as applicable to the original respective Eaton Corporation awards. See Note 2 for additional information related to the acquisition of Cooper.

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Restricted Stock Units

Restricted stock units and awards (RSUs) have been issued to certain employees at fair market value at the date of grant. These awards entitle the holder to receive one ordinary share for each RSU upon vesting, generally over three or four years. A summary of the RSU activity for 2012 follows:



(Restricted stock units in millions)	Number of restricted stock units		Weighted-average fair value per award
Non-vested at January 1	4.8		$	33.02
Granted	1.5		49.41
Vested	(2.7	)	25.91
Forfeited	(0.2	)	40.41
Non-vested at December 31	3.4		$	42.47

Information related to RSUs follows:



	2012		2011		2010
Pretax expense for RSUs	$	46	$	50	$	39
After-tax expense for RSUs	30		32		25

As of December 31, 2012 , total compensation expense not yet recognized related to non-vested RSUs was $96 , and the weighted-average period in which the expense is expected to be recognized is 2.2 years. Excess tax benefit for restricted stock units and other equity-based compensation totaled $18 for 2012 .

Stock Options

Under various plans, stock options have been granted to certain employees and directors to purchase ordinary shares at prices equal to fair market value on the date of grant. Substantially all of these options vest ratably during the three -year period following the date of grant and expire 10 years from the date of grant. Compensation expense is recognized for stock options based on the fair value of the options at the date of grant and amortized on a straight-line basis over the period the employee or director is required to provide service.

The Company uses a Black-Scholes option pricing model to estimate the fair value of stock options. The principal assumptions utilized in valuing stock options include the expected stock price volatility (based on the most recent historical period equal to the expected life of the option); the expected option life (an estimate based on historical experience); the expected dividend yield; and the risk-free interest rate (an estimate based on the yield of United States Treasury zero coupon with a maturity equal to the expected life of the option). A summary of the assumptions used in determining the fair value of stock options follows:



	2012			2011			2010
Expected volatility	35		%	33		%	31		%
Expected option life in years	5.5			5.5			5.5
Expected dividend yield	2.0		%	2.0		%	2.0		%
Risk-free interest rate	1.0 to .0.9%			2.2% to 1.4%			2.4% to 1.3%
Weighted-average fair value of stock options granted	$	14.08		$	14.56		$	8.98

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A summary of stock option activity follows:



(Options in millions)	Weighted-average price per option		Options		Weighted-average remaining contractual life in years	Aggregate intrinsic value
Outstanding at January 1, 2012	$	36.84	13.1
Granted	51.77		0.8
Exercised	31.34		(3.0	)
Forfeited and canceled	51.21		(0.1	)
Outstanding at December 31, 2012	$	39.45	10.8		4.2	$	158

Exercisable at December 31, 2012	$	37.78	9.5		3.6	$	155
Reserved for future grants at December 31, 2012			21.0

The aggregate intrinsic value in the table above represents the total excess of the $54.18 closing price of Eaton ordinary shares on the last trading day of 2012 over the exercise price of the stock option, multiplied by the related number of options outstanding and exercisable. The aggregate intrinsic value is not recognized for financial accounting purposes and the value changes based on the daily changes in the fair market value of the Company's ordinary shares.

Information related to stock options follows:



	2012		2011		2010
Pretax expense for stock options	$	7	$	5	$	11
After-tax expense for stock options	5		4		8
Proceeds from stock options exercised	95		71		157
Income tax benefit related to stock options exercised
Tax benefit classified in operating activities in the Consolidated Statements of Cash Flows	5		13		—
Excess tax benefit classified in financing activities in the Consolidated Statements of Cash Flows	13		33		—
Intrinsic value of stock options exercised	60		62		98
Total fair value of stock options vesting	$	7	$	5	$	11

Stock options exercised, in millions of options	3.099		2.541		6.096

As of December 31, 2012 , total compensation expense not yet recognized related to non-vested stock options was $12 , and the weighted-average period in which the expense is expected to be recognized is 1.8 years.


Note 11.	FAIR VALUE MEASUREMENTS

Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to satisfy a liability in an orderly transaction between market participants. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy is established, which categorizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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A summary of financial instruments recognized at fair value, and the fair value measurements used, follows:



	Total		Quoted prices in active markets for identical assets (Level 1)		Other observable inputs (Level 2)		Unobservable inputs (Level 3)
2012
Cash	$	577	$	577	$	—	$	—
Short-term investments	527		527		—		—
Net derivative contracts	83		—		83		—
Long-term debt converted to floating interest rates by interest rate swaps - net	87		—		87		—

2011
Cash	$	385	$	385	$	—	$	—
Short-term investments	699		699		—		—
Net derivative contracts	46		—		46		—
Long-term debt converted to floating interest rates by interest rate swaps - net	66		—		66		—

Eaton values its financial instruments using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities. No financial instruments were recognized using unobservable inputs.

Other Fair Value Measurements

Long-term debt and the current portion of long-term debt had a carrying value of $10,076 and fair value of $10,793 at December 31, 2012 compared to $3,687 and $4,273 , respectively, at December 31, 2011 . The fair value of Eaton's debt instruments was estimated using prevailing market interest rates on debt with similar creditworthiness, terms and maturities.

Short-Term Investments

Eaton invests excess cash generated from operations in short-term marketable investments. For those investments classified as “available-for-sale”, Eaton marks these investments to fair value with the offset recognized in Accumulated other comprehensive loss. A summary of the carrying value of short-term investments follows:



	2012		2011
Time deposits, certificate of deposits and demand deposits with banks	$	293	$	466
Money market investments	228		228
Other	6		5
Total short-term investments	$	527	$	699


Note 12.	DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

In the normal course of business, Eaton is exposed to certain risks related to fluctuations in interest rates, currency exchange rates and commodity prices. The Company uses various derivative and non-derivative financial instruments, primarily interest rate swaps, currency forward exchange contracts, currency swaps and, to a lesser extent, commodity contracts, to manage risks from these market fluctuations. The instruments used by Eaton are straightforward, non-leveraged instruments. The counterparties to these instruments are financial institutions with strong credit ratings. Eaton maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions. Such instruments are not purchased and sold for trading purposes.

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Derivative financial instruments are accounted for at fair value and recognized as assets or liabilities in the Consolidated Balance Sheets. Accounting for the gain or loss resulting from the change in the fair value of the derivative financial instrument depends on whether it has been designated, and is effective, as part of a hedging relationship and, if so, as to the nature of the hedging activity. Eaton formally documents all relationships between derivative financial instruments accounted for as designated hedges and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. This process includes linking derivative financial instruments to a recognized asset or liability, specific firm commitment, forecasted transaction, or net investment in a foreign operation. These financial instruments can be designated as:

•

Hedges of the change in the fair value of a recognized fixed-rate asset or liability, or the firm commitment to acquire such an asset or liability (a fair value hedge); for these hedges, the gain or loss from the derivative financial instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in income during the period of change in fair value.

•

Hedges of the variable cash flows of a recognized variable-rate asset or liability, or the forecasted acquisition of such an asset or liability (a cash flow hedge); for these hedges, the effective portion of the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive loss and reclassified to income in the same period when the gain or loss on the hedged item is included in income.

•

Hedges of the currency exposure related to a net investment in a foreign operation (a net investment hedge); for these hedges, the effective portion of the gain or loss from the derivative financial instrument is recognized in Accumulated other comprehensive loss and reclassified to income in the same period when the gain or loss related to the net investment in the foreign operation is included in income.

The gain or loss from a derivative financial instrument designated as a hedge that is effective is classified in the same line of the Consolidated Statements of Income as the offsetting loss or gain on the hedged item. The change in fair value of a derivative financial instrument that is not effective as a hedge is immediately recognized in income.

For derivatives that are not designated as a hedge, any gain or loss is immediately recognized in income. The majority of derivatives used in this manner relate to risks resulting from assets or liabilities denominated in a foreign currency and certain commodity contracts that arise in the normal course of business.

Eaton uses certain of its debt denominated in foreign currency to hedge portions of its net investments in foreign operations against foreign currency exposure (net investment hedges). Debt denominated in foreign currency and designated as non-derivative net investment hedging instruments was $116 and $129 at December 31, 2012 and 2011 , respectively. For additional information about debt, see Note 5.

Interest Rate Risk

Eaton has entered into fixed-to-floating interest rate swaps and floating-to-fixed interest rate swaps to manage interest rate risk of certain long-term debt. These interest rate swaps are accounted for as fair value hedges and cash flow hedges, respectively, of certain long-term debt. The maturity of the swap corresponds with the maturity of the debt instrument as noted in the table of long-term debt in Note 5.

A summary of interest rate swaps outstanding at December 31, 2012 , follows:

Fixed-to-Floating Interest Rate Swaps



Notional amount		Fixed interest rate received	Floating interest rate paid	Basis for contracted floating interest rate paid
$	200	4.90%	2.67%	6 month LIBOR + 2.15%
100		5.95%	3.26%	6 month LIBOR + 2.60%
150		5.30%	4.47%	1 month LIBOR + 4.26%
415		5.60%	3.70%	6 month LIBOR + 3.18%
300		6.95%	5.38%	3 month LIBOR + 5.07%
25		8.875%	4.36%	6 month LIBOR + 3.84%
25		7.625%	3.12%	6 month LIBOR + 2.48%
50		7.65%	3.09%	6 month LIBOR + 2.57%
25		5.45%	0.88%	6 month LIBOR + 0.28%

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Floating-to-Fixed Interest Rate Swaps



Notional amount		Floating interest rate received	Fixed interest rate paid	Basis for contracted floating interest rate received
$	300	0.31%	0.76%	3 month LIBOR

Derivative Financial Statement Impacts

The fair value of derivative financial instruments recognized in the Consolidated Balance Sheets follows:



	Notional amount		Other current assets		Other long-term assets		Other current liabilities		Other long-term liabilities		Type of hedge	Term
December 31, 2012
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	1,290	$	2	$	85	$	—	$	—	Fair value	6 months to 21 years
Floating-to-fixed interest rate swaps	300		—		—		—		2		Cash flow	1 year
Currency exchange contracts	451		9		—		4		—		Cash flow	12 to 36 months
Commodity contracts	17		—		—		—		—		Cash flow	12 months
Total			$	11	$	85	$	4	$	2

Derivatives not designated as hedges
Currency exchange contracts	$	4,997	$	23			$	31				12 months
Commodity contracts	19		1				—					12 months
Total			$	24			$	31

December 31, 2011
Derivatives designated as hedges
Fixed-to-floating interest rate swaps	$	940	$	—	$	68	$	—	$	2	Fair value	1 to 22 years
Floating-to-fixed interest rate swaps	300		—		—		—		—		Cash flow	2 years
Currency exchange contracts	308		4		—		9		—		Cash flow	12 to 36 months
Commodity contracts	47		—		—		7		—		Cash flow	12 months
Total			$	4	$	68	$	16	$	2

Derivatives not designated as hedges
Currency exchange contracts	$	2,954	$	18			$	14				12 months
Commodity contracts	57		—				12					12 months
Total			$	18			$	26

The currency exchange contracts shown in the table above as derivatives not designated as hedges are primarily contracts entered into to manage currency volatility or exposure on intercompany sales and loans. While Eaton does not elect hedge accounting treatment for these derivatives, Eaton targets managing 100% of the intercompany balance sheet exposure to minimize the effect of currency volatility related to the movement of goods and services in the normal course of its operations. This activity represents the great majority of these currency exchange contracts.

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Amounts recognized in Accumulated other comprehensive loss follow:



	2012						2011
	Gain (loss) recognized in Accumulated other comprehensive loss			Gain (loss) reclassified from Accumulated other comprehensive loss			Gain (loss) recognized in Accumulated other comprehensive loss			Gain (loss) reclassified from Accumulated other comprehensive loss
Derivatives designated as cash flow hedges
Floating-to-fixed interest rate swaps	$	(3	)	$	(1	)	$	—		$	—
Currency exchange contracts	12			1			(10		)	(6		)
Commodity contracts	1			(7		)	(12		)	6
Derivatives designated as net investment hedges
Cross currency swaps	—			—			1			—
Total	$	10		$	(7	)	$	(21	)	$	—

Gains and losses reclassified from Accumulated other comprehensive loss to the Consolidated Statements of Income were recognized in Cost of products sold.

Amounts recognized in net income follow:



	2012			2011
Derivatives designated as fair value hedges
Fixed-to-floating interest rate swaps	$	21		$	24
Related long-term debt converted to floating interest rates by interest rate swaps	(21		)	(24		)
	$	—		$	—

Gains and losses described above were recognized in Interest expense-net.


Note 13.	ACCOUNTS RECEIVABLE AND INVENTORY

Accounts Receivable

Eaton performs ongoing credit evaluation of its customers and maintains sufficient allowances for potential credit losses. The Company evaluates the collectability of its accounts receivable based on the length of time the receivable is past due and any anticipated future write-off based on historic experience. Accounts receivable balances are written off against an allowance for doubtful accounts after a final determination of uncollectability has been made. Accounts receivable are net of an allowance for doubtful accounts of $53 and $48 at December 31, 2012 and 2011 , respectively.

Inventory

Inventory is carried at lower of cost or market. Inventory in the United States is generally accounted for using the last-in, first-out (LIFO) method. Remaining United States and non-United States inventory is accounted for using the first-in, first-out (FIFO) method. Cost components include raw materials, purchased components, direct labor, indirect labor, utilities, depreciation, inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, and costs of the distribution network.

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The components of inventory follow:



	2012			2011
Raw materials	$	922		$	706
Work-in-process	426			272
Finished goods	1,134			867
Inventory at FIFO	2,482			1,845
Excess of FIFO over LIFO cost	(133		)	(144		)
Total inventory	$	2,349		$	1,701

Inventory at FIFO accounted for using the LIFO method was 43% and 42% at the end of 2012 and 2011 , respectively.


Note 14.	BUSINESS SEGMENT AND GEOGRAPHIC REGION 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. Eaton’s segments are as follows:

Electrical Americas and Electrical Rest of World

The Electrical segments are global leaders in electrical components and systems for power quality, distribution and control. Products include circuit breakers, switchgear, UPS systems, power distribution units, panelboards, loadcenters, motor controls, meters, sensors, relays and inverters. The principal markets for the Electrical Americas and Electrical Rest of World segments are industrial, institutional, governmental, utility, commercial, residential and information technology. These products are used wherever there is a demand for electrical power in commercial buildings, data centers, residences, apartment and office buildings, hospitals, factories and utilities. The segments share several common global customers, but a large number of customers are located regionally. Sales are made directly to original equipment manufacturers and through distributors, resellers and manufacturers representatives.

Cooper

The Cooper segment manufactures, markets and sells electrical products, including circuit protection, hazardous duty electrical equipment, intrinsically safe explosion-proof instrumentation, emergency lighting, fire detection and mass notification systems, security products, support systems, enclosures, specialty connectors, wiring devices, plugs, receptacles, switches, lighting fixtures and controls. The segment also manufactures, markets and sells products for use by utilities and in industry for electrical power transmission and distribution, including distribution switchgear, transformers, transformer terminations and accessories, capacitors, voltage regulators, surge arresters, energy automation solutions and other related power systems components. The principal markets for the Cooper segment are industrial, institutional, governmental, utility, commercial, residential and information technology. These customers operate globally. Cooper's products are sold and serviced through a variety of channels.

Hydraulics

The Hydraulics segment is a global leader in hydraulics components, systems and services for industrial and mobile equipment. Eaton offers a wide range of power products including pumps, motors and hydraulic power units; a broad range of controls and sensing products including valves, cylinders and electronic controls; a full range of fluid conveyance products including industrial and hydraulic hose, fittings, and assemblies, thermoplastic hose and tubing, couplings, connectors, and assembly equipment; filtration systems solutions; heavy-duty drum and disc brakes; and golf grips. The principal markets for the Hydraulics segment include oil and gas, renewable energy, marine, agriculture, construction, mining, forestry, utility, material handling, truck and bus, machine tools, molding, primary metals and power generation. Key manufacturing customers in these markets and other customers are located globally. Products are sold and serviced through a variety of channels.

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Aerospace

The Aerospace segment is a leading global supplier of aerospace fuel, hydraulics and pneumatic systems for commercial and military use. Products include hydraulic power generation systems for aerospace applications including pumps, motors, hydraulic power units, hose and fittings, electro-hydraulic pumps and power and load management systems; controls and sensing products including valves, cylinders, electronic controls, electromechanical actuators, sensors, displays and panels, aircraft flap and slat systems and nose wheel steering systems; fluid conveyance products, including hose, thermoplastic tubing, fittings, adapters, couplings, sealing and ducting; and fuel systems including fuel pumps, sensors, valves, adapters and regulators. The principal markets for the Aerospace segment are manufacturers of commercial and military aircraft and related after-market customers. These manufacturers and other customers operate globally. Products are sold and serviced through a variety of channels.

Truck

The Truck segment is a leader in the design, manufacture and marketing of a complete line of drivetrain and powertrain systems and components for performance, fuel economy and safety for commercial vehicles. Products include transmissions, clutches and hybrid power systems. The principal markets for the Truck segment are original equipment manufacturers and after-market customers of heavy - , medium - , and light - duty trucks and passenger cars. These manufacturers and other customers are located globally.

Automotive

The Automotive segment is a leading supplier of automotive drivetrain and powertrain systems for performance, fuel economy and safety including critical components that reduce emissions and fuel consumption and improve stability, performance, fuel economy and safety of cars, light trucks and commercial vehicles. Products include superchargers, engine valves and valve actuation systems, cylinder heads, locking and limited slip differentials, transmission and engine controls, fuel vapor components, compressor control clutches for mobile refrigeration, fluid connectors and hoses for air conditioning and power steering, underhood plastic components, fluid conveyance products including, hose, thermoplastic tubing, fittings, adapters, couplings and sealing products for the global automotive industry. The principal markets for the Automotive segment are original equipment manufacturers and aftermarket customers of light-duty trucks, SUVs, CUVs, and passenger cars. These manufacturers and other customers are located globally.

Other Information

No single customer represented greater than 10% of net sales in 2012 , 2011 or 2010 , respectively.

The accounting policies of the business segments are generally the same as the policies described in Note 1, except that inventory and related cost of products sold of the segments are accounted for using the FIFO method and operating profit only reflects the service cost component related to pensions and other postretirement benefits. Intersegment sales and transfers are accounted for at the same prices as if the sales and transfers were made to third parties. These intersegment sales are eliminated in consolidation.

For purposes of business segment performance measurement, the Company does not allocate items that are of a non-operating nature or are of a corporate or functional governance nature. Corporate expenses consist of transaction costs associated with the acquisition of certain businesses and corporate office expenses including compensation, benefits, occupancy, depreciation, and other administrative costs. Identifiable assets of the business segments exclude goodwill, other intangible assets, and general corporate assets, which principally consist of cash, short-term investments, deferred income taxes, certain accounts receivable, certain property, plant and equipment, and certain other assets. See Note 2 for additional information about business acquisitions.

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Business Segment Information

	2012			2011			2010
Net sales
Electrical Americas	$	4,517		$	4,192		$	3,675
Electrical Rest of World	2,731			2,984			2,748
Cooper	470			—			—
Hydraulics	2,960			2,835			2,212
Aerospace	1,719			1,648			1,536
Truck	2,309			2,644			1,997
Automotive	1,605			1,746			1,547
Total net sales	$	16,311		$	16,049		$	13,715

Segment operating profit
Electrical Americas	$	749		$	605		$	529
Electrical Rest of World	249			278			264
Cooper	66			—			—
Hydraulics	369			438			279
Aerospace	213			244			220
Truck	420			486			245
Automotive	150			209			163
Total segment operating profit	2,216			2,260			1,700

Corporate
Amortization of intangible assets	(195		)	(190		)	(181		)
Interest expense-net	(208		)	(118		)	(136		)
Pension and other postretirement benefits expense	(162		)	(142		)	(120		)
Inventory step-up adjustment	(42		)	(5		)	—
Other corporate expense-net	(358		)	(252		)	(227		)
Income before income taxes	1,251			1,553			1,036
Income tax expense	31			201			99
Net income	1,220			1,352			937
Less net income for noncontrolling interests	(3		)	(2		)	(8		)
Net income attributable to Eaton ordinary shareholders	$	1,217		$	1,350		$	929

Business segment operating profit was reduced by acquisition integration charges as follows:



	2012		2011		2010
Electrical Americas	$	7	$	8	$	2
Electrical Rest of World	8		2		33
Cooper	2		—		—
Hydraulics	16		4		1
Aerospace	—		—		4
Total	$	33	$	14	$	40

Corporate acquisition integration charges, primarily related to the acquisition of Cooper, totaled $11 in 2012 and are included above in Other corporate expense-net. Acquisition-related transaction costs, such as investment banking, legal and other professional fees, are included above in Interest expense-net and Other corporate expense-net. In 2012 , these charges totaled $178 and were related primarily to the acquisition of Cooper. There were no significant Corporate acquisition-related transaction costs in 2011 or 2010. See Note 3 for additional information about acquisition integration charges and transaction costs.

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Business Segment Information



	2012		2011		2010
Identifiable assets
Electrical Americas	$	1,480	$	1,364	$	1,272
Electrical Rest of World	1,531		1,531		1,630
Cooper	2,867		—		—
Hydraulics	1,427		1,265		1,080
Aerospace	806		754		726
Truck	819		920		866
Automotive	879		863		904
Total identifiable assets	9,809		6,697		6,478
Goodwill	14,396		5,537		5,454
Other intangible assets	6,779		2,192		2,272
Corporate	4,864		3,447		3,048
Total assets	$	35,848	$	17,873	$	17,252

Capital expenditures for property, plant and equipment
Electrical Americas	$	87	$	65	$	59
Electrical Rest of World	51		52		49
Cooper	17		—		—
Hydraulics	60		70		45
Aerospace	27		21		21
Truck	69		80		59
Automotive	79		92		61
Total	390		380		294
Corporate	203		188		100
Total expenditures for property, plant and equipment	$	593	$	568	$	394

Depreciation of property, plant and equipment
Electrical Americas	$	54	$	53	$	55
Electrical Rest of World	55		58		56
Cooper	11		—		—
Hydraulics	61		54		52
Aerospace	26		26		25
Truck	66		74		76
Automotive	70		73		77
Total	343		338		341
Corporate	38		29		28
Total depreciation of property, plant and equipment	$	381	$	367	$	369

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Geographic Region Information

Net sales are measured based on the geographic destination of sales. Long-lived assets consist of property, plant and equipment-net.



	2012		2011		2010
Net sales
United States	$	7,789	$	7,165	$	6,166
Canada	918		815		666
Latin America	1,588		1,952		1,629
Europe	3,997		4,092		3,532
Asia Pacific	2,019		2,025		1,722
Total	$	16,311	$	16,049	$	13,715

Long-lived assets
United States	$	2,038	$	1,227	$	1,102
Canada	32		27		25
Latin America	337		247		275
Europe	834		649		664
Asia Pacific	636		452		411
Total	$	3,877	$	2,602	$	2,477

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Amounts are in millions of dollars or shares unless indicated otherwise (per share data assume dilution).

COMPANY OVERVIEW

Eaton Corporation plc (Eaton or Company) was incorporated under the laws of Ireland on May 10, 2012, and became the successor registrant to Eaton Corporation on November 30, 2012 , in connection with the consummation of the acquisition of Cooper Industries plc (Cooper), which is further described below. Eaton is a diversified power management company providing energy-efficient solutions that help its customers effectively manage electrical, hydraulic and mechanical power. With 2012 net sales of $16.3 billion , the Company is a global technology leader in electrical products, systems and services for power quality, distribution and control, power transmission, lighting and wiring products; hydraulics components, systems and services for industrial and mobile equipment; aerospace fuel, hydraulics and pneumatic systems for commercial and military use; and truck and automotive drivetrain and powertrain systems for performance, fuel economy and safety. Eaton has approximately 103,000 employees in over 50 countries and sells products to customers in 175 countries.

On November 30, 2012 , Eaton Corporation acquired Cooper for a purchase price of $13,192 . The total purchase price is comprised of cash totaling $6,543 and Eaton share consideration valued at $6,649 . Cooper is a diversified global manufacturer of electrical products and systems, with brands including Bussmann electrical and electronic fuses; Crouse-Hinds and CEAG explosion-proof electrical equipment; Halo and Metalux lighting fixtures; and Kyle and McGraw-Edison power systems products. Cooper had annual sales of $5,409 for 2011. Eaton's Consolidated Financial Statements include Cooper's results of operations from November 30, 2012 through December 31, 2012 . Net sales and segment operating profit attributable to Cooper during this period and included in Eaton's Consolidated Financial Statements for the year ended December 31, 2012 total $470 and $66 , respectively.

In addition to Cooper, Eaton acquired certain other businesses during 2012 . The Consolidated Statements of Income include the results of these other businesses from the dates of the transactions or formation. For additional information related to acquisitions, and a complete list of business acquisitions and joint ventures, see Note 2 to the Consolidated Financial Statements.

Eaton’s operating segments are Electrical Americas, Electrical Rest of World, Cooper, Hydraulics, Aerospace, Truck and Automotive. These segments are components of the Company with separate financial information that is evaluated on a regular basis by the chief operating decision maker in determining how to allocate resources. The Cooper results of operations for the period subsequent to acquisition did not have a significant impact on Eaton's consolidated results of operations for 2012 . Therefore, Cooper segment information is not presented in the Business Segment Results of Operations in this Management's Discussion and Analysis.

During 2013, as a result of the reorganization of Eaton's businesses, Eaton's reportable segments will be Electrical Products and Electrical Systems and Services (which will include legacy Eaton and Cooper electrical businesses), Hydraulics, Aerospace and Vehicle (which will include truck and automotive drivetrain and powertrain systems businesses).

Summary of Results of Operations

During 2012 , Eaton's markets grew more slowly than had been expected at the start of the year as a result largely of economic and political uncertainties in Europe, China and the United States. Due to the continued uncertainty about future growth, among other factors, the Company undertook certain restructuring activities in the fourth quarter of 2012 which resulted in charges totaling $50 . Additional information related to restructuring activities is presented in Note 3 of the Notes to the Consolidated Financial Statements.

For 2013, the Company expects growth of 2% to 3% in its end markets. See 2013 Forward-Looking Perspective for Eaton's forward-looking guidance in Management's Discussion and Analysis.

A summary of Eaton’s Net sales, Net income attributable to Eaton ordinary shareholders, and Net income per ordinary share-diluted follows:



	2012		2011		2010
Net sales	$	16,311	$	16,049	$	13,715
Net income attributable to Eaton ordinary shareholders	1,217		1,350		929
Net income per ordinary share-diluted	$	3.46	$	3.93	$	2.73

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RESULTS OF OPERATIONS

The following discussion of Consolidated Financial Results and Business Segment Results of Operations includes certain non-GAAP financial measures. These financial measures include operating earnings, operating earnings per ordinary share, and operating profit before acquisition integration charges and transaction costs, each of which excludes amounts that differ from the most directly comparable measure calculated in accordance with U.S. generally accepted accounting principles (GAAP). A reconciliation of each of these financial measures to the most directly comparable GAAP measure is included in the table below and in the discussion of the operating results of each business segment. Management believes that these financial measures are useful to investors because they exclude transactions of an unusual nature, allowing investors to more easily compare Eaton’s financial performance period to period. Management uses this information in monitoring and evaluating the on-going performance of Eaton and each business segment. For additional information regarding acquisition integration charges and transaction costs, see Note 3 to the Consolidated Financial Statements.

Consolidated Financial Results



	2012			Change from 2011		2011			Change from 2010		2010
Net sales	$	16,311		2	%	$	16,049		17	%	$	13,715
Gross profit	4,863			2	%	4,788			17	%	4,082
Percent of net sales	29.8		%			29.8		%			29.8		%
Income before income taxes	1,251			(19	)%	1,553			50	%	1,036
Net income	1,220			(10	)%	1,352			44	%	937
Less net income for noncontrolling interests	(3		)			(2		)			(8		)
Net income attributable to Eaton ordinary shareholders	1,217			(10	)%	1,350			45	%	929
Excluding acquisition integration charges and transaction costs (after-tax)	167					10					27
Operating earnings	$	1,384		2	%	$	1,360		42	%	$	956

Net income per ordinary share-diluted	$	3.46		(12	)%	$	3.93		44	%	$	2.73
Excluding per share impact of acquisition integration charges and transaction costs (after-tax)	0.48					0.03					0.08
Operating earnings per ordinary share	$	3.94		(1	)%	$	3.96		41	%	$	2.81

Net Sales

Net sales in 2012 increased by 2% compared to 2011 due to an increase of 5% from acquisitions of businesses, partially offset by a decrease of 3% from the impact of currency exchange. Core sales growth was flat in 2012 compared to 2011 due to flat market growth. Net sales in 2011 increased by 17% compared to 2010 due to an increase of 13% in core sales, an increase of 2% from the positive impact of currency exchange, and an increase of 2% from acquisitions of businesses. Core sales growth was driven by increased demand in end markets in 2011 compared to 2010.

Gross Profit

Gross profit increased by 2% in 2012 and by 17% in 2011 when compared to 2011 and 2010 , respectively. Gross profit grew in line with the higher sales volumes and certain changes to the Company's cost structure implemented in 2009 and 2010. Gross profit growth during 2012 was constrained by the flat core sales growth, as noted above. Eaton has maintained gross profit margins at 29.8% for all periods presented.

Income Taxes

The effective income tax rate for 2012 was 2.5% compared to 12.9% for 2011 and 9.5% for 2010 . The lower effective tax rate for 2012 , compared to 2011 , was primarily attributable to realization of a significant international tax benefit from actions taken after the acquisition of Cooper, enhanced foreign tax credit utilization, lower tax provisions in several international locations associated with restructuring actions, and greater levels of income in lower tax jurisdictions. The higher effective tax rate for 2011 and 2010 was primarily attributable to greater levels of income in high tax jurisdictions, particularly in the United States and Brazil, due to continued improvements in market conditions. For additional information on income taxes, see Note 8 to the Consolidated Financial Statements.

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Net Income

Net income attributable to Eaton ordinary shareholders of $1,217 in 2012 decreased 10% compared to Net income attributable to Eaton ordinary shareholders of $1,350 in 2011 , and Net income per ordinary share of $3.46 in 2012 decreased 12% from Net income per ordinary share of $3.93 in 2011 . The decrease was primarily due to transaction costs incurred associated with the acquisition of Cooper and restructuring charges recognized in the fourth quarter of 2012 to address soft economic conditions and improve the efficiency of the Company's businesses. Partially offsetting these costs were certain favorable tax benefits and factors as noted above. Net income attributable to Eaton ordinary shareholders of $1,350 in 2011 increased 45% compared to Net income attributable to Eaton ordinary shareholders of $929 in 2010 and Net income per ordinary share of $3.93 in 2011 increased 44% over Net income per ordinary share of $2.73 in 2010 . The increases were primarily due to higher sales and the factors noted above that affected gross profit. For additional information related to transaction costs and restructuring charges, see Note 3 to the Consolidated Financial Statements.

Business Segment Results of Operations

The following is a discussion of Net sales, operating profit and operating profit margin by business segment which includes a discussion of operating profit and operating profit margin before acquisition integration charges. For additional information related to integration charges see Note 3 to the Consolidated Financial Statements. For additional information related to acquired businesses see Note 2 to the Consolidated Financial Statements.

Electrical Americas



	2012			Change from 2011		2011			Change from 2010		2010
Net sales	$	4,517		8	%	$	4,192		14	%	$	3,675

Operating profit	749			24	%	605			14	%	529
Operating margin	16.6		%			14.4		%			14.4		%

Acquisition integration charges	$	7				$	8				$	2

Before acquisition integration charges
Operating profit	$	756		23	%	$	613		15	%	$	531
Operating margin	16.7		%			14.6		%			14.4		%

Net sales increased 8% in 2012 compared to 2011 due to an increase of 7% in core sales and an increase of 2% from the acquisition of businesses, partially offset by a decrease of 1% from the impact of currency exchange. The increase in net sales in 2012 was due to continued growth in markets served by the Electrical Americas segment, with particularly strong growth in residential and non-residential construction markets. Net sales increased 14% in 2011 compared to 2010 due to an increase of 11% in core sales, an increase of 2% from the acquisition of businesses, and an increase of 1% from the favorable impact of currency exchange. The increase in net sales in 2011 was due to strong growth particularly in industrial controls and nonresidential electrical markets.

Operating profit before acquisition integration charges in 2012 increased 23% compared to 2011 . Operating margin before acquisition integration charges increased 2.1 percentage points from 14.6% in 2011 to 16.7% in 2012 . The increase in operating margin in 2012 was primarily due to benefits from higher sales volumes, lower commodity costs, and commodity hedge contract losses in 2011 that did not repeat in 2012. Operating profit before acquisition integration charges in 2011 increased 15% compared to 2010 . Operating margin before acquisition integration charges increased 0.2 percentage points from 14.4% in 2010 to 14.6% in 2011 . The increase in operating margin in 2011 was largely due to higher net sales volumes as noted above, partially offset by higher raw materials and commodity costs, including losses associated with commodity hedge contracts due to significant declines in metal prices in 2011.

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Electrical Rest of World



	2012			Change from 2011		2011			Change from 2010		2010
Net sales	$	2,731		(8	)%	$	2,984		9	%	$	2,748

Operating profit	249			(10	)%	278			5	%	264
Operating margin	9.1		%			9.3		%			9.6		%

Acquisition integration charges	$	8				$	2				$	33

Before acquisition integration charges
Operating profit	$	257		(8	)%	$	280		(6	)%	$	297
Operating margin	9.4		%			9.4		%			10.8		%

Net sales decreased 8% in 2012 compared to 2011 due to a decrease in core sales of 5% and a decrease of 4% from the impact of currency exchange, partially offset by an increase of 1% from the acquisition of businesses. The decrease in net sales in 2012 reflects lower sales volumes from the continued weakness in Europe and China. Net sales increased 9% in 2011 compared to 2010 due to an increase of 6% from the favorable impact of currency exchange, an increase of 2% from the acquisition of businesses, and an increase in core sales of 1%. Sales growth in 2011 was negatively impacted by economic volatility in Europe and restrictions on credit availability in China.

Operating profit before acquisition integration charges in 2012 decreased 8% compared to 2011 . Operating margin before acquisition integration charges remained flat at 9.4% in 2012 and 2011 . The operating margin in 2012 was positively impacted by lower commodity costs, offset by lower sales volumes from the continued weakness in Europe and China, as described above, and restructuring activities taken during fourth quarter of 2012 in response to this continued weakness. Operating profit before acquisition integration charges in 2011 decreased 6% compared to 2010 . Operating margin before acquisition integration charges decreased 1.4 percentage points from 10.8% in 2010 to 9.4% in 2011 . The decrease in operating margin in 2011 was primarily due to a decline in the residential solar market, higher raw material and commodity costs, and losses associated with commodity hedge contracts due to significant declines in metal prices in 2011.

Hydraulics



	2012			Change from 2011		2011			Change from 2010		2010
Net sales	$	2,960		4	%	$	2,835		28	%	$	2,212

Operating profit	369			(16	)%	438			57	%	279
Operating margin	12.5		%			15.4		%			12.6		%

Acquisition integration charges	$	16				$	4				$	1

Before acquisition integration charges
Operating profit	$	385		(13	)%	$	442		58	%	$	280
Operating margin	13.0		%			15.6		%			12.7		%

Net sales in 2012 increased 4% compared to 2011 due to an increase of 9% from the acquisition of businesses, partially offset by a decrease in core sales of 3% and a decrease of 2% from the impact of currency exchange. Global hydraulics markets in 2012 were negatively impacted by a slowdown in capital expenditures, particularly in the U.S. and China construction equipment industries, as economic uncertainties in both countries caused postponement of certain customer purchases. Net sales in 2011 increased 28% compared to 2010 due to higher core sales of 20%, an increase of 5% from the acquisition of businesses, and an increase of 3% from the favorable impact of currency exchange. The increase in core sales in 2011 was driven primarily by global hydraulics markets, which grew particularly rapidly in the United States.

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Operating profit before acquisition integration charges in 2012 decreased 13% compared to 2011 . Operating margin before acquisition integration charges decreased 2.6 percentage points from 15.6% in 2011 to 13.0% in 2012 . The decrease in operating margin in 2012 was primarily due to lower sales volumes resulting from a decrease in core sales of 3%, as noted above, and restructuring actions taken during fourth quarter of 2012 in response to continued weakness in hydraulics markets, particularly in Europe. Operating profit before acquisition integration charges in 2011 increased 58% compared to 2010 . Operating margin before acquisition integration charges increased 2.9 percentage points from 12.7% in 2010 to 15.6% in 2011 . The change in operating margin in 2011 was primarily due to the same respective factors impacting net sales, as noted above.

Aerospace



	2012			Change from 2011		2011			Change from 2010		2010
Net sales	$	1,719		4	%	$	1,648		7	%	$	1,536

Operating profit	213			(13	)%	244			11	%	220
Operating margin	12.4		%			14.8		%			14.3		%

Acquisition integration charges	$	—				$	—				$	4

Before acquisition integration charges
Operating profit	$	213		(13	)%	$	244		9	%	$	224
Operating margin	12.4		%			14.8		%			14.6		%

Net sales in 2012 increased 4% compared to 2011 due to an increase in core sales of 5%, partially offset by a decrease of 1% from the impact of currency exchange. The increase in net sales in 2012 reflects continued strength in the commercial OEM market, partially offset by decreased demand in the military OEM market. Net sales in 2011 increased 7% compared to 2010 due to higher core sales of 6% and an increase of 1% from the favorable impact of currency exchange. Growth in 2011 was primarily driven by higher customer demand in the commercial OEM and aftermarket.

Operating profit in 2012 decreased 13% compared to 2011 . Operating margin decreased 2.4 percentage points from 14.8% in 2011 to 12.4% in 2012 . The decrease in operating margin in 2012 was primarily due to a shift in product mix to a higher percent of lower-margin commercial OEM business and the impact of restructuring actions taken during the fourth quarter of 2012 to improve the efficiency of the business. Operating profit before acquisition integration charges in 2011 increased 9% compared to 2010 . Operating margin before acquisition integration charges increased 0.2 percentage points from 14.6% in 2010 to 14.8% in 2011 . The increase in operating margin in 2011 was primarily due to higher sales volumes and growth in the commercial markets noted above, partially offset by increased expenses stemming from changes in scope, program delays, and execution of new customer programs during the first half of 2011.

Truck



	2012			Change from 2011		2011			Change from 2010		2010
Net sales	$	2,309		(13	)%	$	2,644		32	%	$	1,997

Operating profit	420			(14	)%	486			98	%	245
Operating margin	18.2		%			18.4		%			12.3		%

Net sales decreased 13% in 2012 compared to 2011 due to a decrease in core sales of 7% and a decrease of 6% from the impact of currency exchange. The decrease in core sales in 2012 was primarily due to lower sales volumes in the NAFTA Class 8 market related to the uncertain economic outlook in the U.S., as well as lower sales in the Brazil truck and bus markets. Net sales increased 32% in 2011 compared to 2010 due to an increase in core sales of 29% and an increase of 3% from the favorable impact of currency exchange. The increase in core sales in 2011 reflects the rebound in global end markets from 2010 and, in particular, strong growth in the NAFTA Class 8 truck market.

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Operating profit in 2012 decreased 14% compared to 2011 . Operating margin was relatively flat, decreasing only 0.2 percentage points from 18.4% in 2011 to 18.2% in 2012 . Operating margin in 2012 was impacted by the factors noted above and certain restructuring activities taken during the fourth quarter of 2012 in response to weaker markets. Operating profit in 2011 increased 98% compared to 2010 . Operating margin increased 6.1 percentage points from 12.3% in 2010 to 18.4% in 2011 . The increase in operating margin in 2011 was primarily due to higher sales volumes and the resulting manufacturing efficiencies.

Automotive



	2012			Change from 2011		2011			Change from 2010		2010
Net sales	$	1,605		(8	)%	$	1,746		13	%	$	1,547

Operating profit	150			(28	)%	209			28	%	163
Operating margin	9.3		%			12.0		%			10.5		%

Net sales decreased 8% in 2012 compared to 2011 due to a decrease of 4% from the impact of currency exchange, a 3% decrease related to a business divestiture in 2011 , and a decrease in core sales of 1%. The decrease in core sales in 2012 is primarily due to lower sales volumes from continued weakness in Europe. Net sales increased 13% in 2011 compared to 2010 due to an increase in core sales of 12% and an increase of 2% from the favorable impact of currency exchange, offset by a 1% decrease related to a business divestiture. The increase in core sales in 2011 is due to the rebound in global automotive markets from 2010 .

Operating profit in 2012 decreased 28% compared to 2011 . Operating margin decreased 2.7 percentage points from 12.0% in 2011 to 9.3% in 2012 . The decrease in operating margin in 2012 was primarily due to the continued sales weakness in Europe and the related restructuring actions taken during the fourth quarter of 2012 . The Company also incurred additional start-up costs associated with a new facility in China in 2012 . Operating profit in 2011 increased 28% compared to 2010 . Operating margin increased 1.5 percentage points from 10.5% in 2010 to 12.0% in 2011 . The increase in operating margin in 2011 was primarily due to higher sales volumes.

Corporate Expense



	2012		Change from 2011		2011		Change from 2010		2010
Amortization of intangible assets	$	195	3	%	$	190	5	%	$	181
Interest expense-net	208		76	%	118		(13	)%	136
Pension and other postretirement benefits expense	162		14	%	142		18	%	120
Inventory step-up adjustment	42		NM		5		NM		—
Other corporate expense-net	358		42	%	252		11	%	227
Total corporate expense	$	965	36	%	$	707	6	%	$	664

Total Corporate expense increased 36% in 2012 to $965 from $707 in 2011 due to a 42% increase in Other corporate expense-net primarily related to transaction and other costs associated with the acquisition of Cooper, a 76% increase in Interest expense-net primarily related to financing activities associated with the acquisition of Cooper, and a 14% increase in Pension and other postretirement benefits expense primarily related to changes in the discount rate. The inventory step-up adjustment of $42 in 2012 is related to purchase price accounting adjustments associated with the acquisition of Cooper. Total Corporate expense increased 6% in 2011 to $707 from $664 in 2010 due to an 18% increase in Pension and other postretirement benefits expense primarily related to changes in the discount rate and asset return assumptions, a 11% increase in Other corporate expense-net due to an adjustment to the LIFO reserve and higher general corporate expense as Eaton continued to add resources to support its growth, and a 5% increase in Amortization of intangible assets resulting from acquisitions of businesses.

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2013 FORWARD-LOOKING PERSPECTIVE

As of early February, Eaton anticipates that its end markets for 2013 will grow 2% to 3%. Eaton anticipates that core sales in 2013 will grow by approximately $900 compared to 2012 . The incremental sales in 2013 from recent acquisitions of businesses are expected to total $6 billion. Overall, Eaton anticipates its Net sales in 2013 will grow by 42% compared to 2012 . End market growth by segment in 2013 is expected to be as follows:


•	Electrical Products: 3%


•	Electrical Systems and Services: 4%


•	Hydraulics: (4%)


•	Aerospace: 2%


•	Vehicle: 2%

LIQUIDITY, CAPITAL RESOURCES AND CHANGES IN FINANCIAL CONDITION

Financial Condition and Liquidity

Eaton’s objective is to finance its business through operating cash flow and an appropriate mix of equity and long-term and short-term debt. By diversifying its debt maturity structure, Eaton reduces liquidity risk. The Company maintains access to the commercial paper markets through revolving credit facilities. During June 2012 the Company refinanced a $500 , three -year revolving credit facility and a $500 , five -year revolving credit facility with a $750 three -year revolving credit facility that expires in 2015 and a $750 , five -year revolving credit facility that expires in 2017 , respectively. The Company also maintains a $500 revolving credit facility that expires in 2016 . The 2012 refinancings increased long-term revolving credit facilities to $2,000 from $1,500 . These facilities support Eaton’s commercial paper borrowings. There were no borrowings outstanding under these revolving credit facilities at December 31, 2012 . Eaton's non-United States operations also had available short-term lines of credit of approximately $2,099 at December 31, 2012 . Over the course of a year, cash, short-term investments and short-term debt may fluctuate in order to manage global liquidity. Eaton believes it has the operating flexibility, cash flow, cash and short-term investment balances, and access to capital markets in excess of the liquidity necessary to meet future operating needs of the business as well as scheduled payments of long-term debt.

During June 2012 the Company received proceeds totaling $600 from the private issuance of notes and during November 2012 Eaton received proceeds totaling $6,522 to finance the cash portion of the acquisition of Cooper. Financing activities related to acquiring Cooper were comprised of the issuance of senior notes totaling $4,900 and borrowing $1,669 on a $6.75 billion capacity bridge facility. At December 31, 2012 , $669 remained outstanding on the bridge facility borrowing and on February 1, 2013, Eaton repaid the outstanding balance. On November 30, 2012 and January 8, 2013, Eaton Corporation and Cooper, respectively, each issued guarantees on all material outstanding debt of the other.

For additional information on financing transactions and debt, see Note 5 to the Consolidated Financial Statements.

Eaton’s credit facilities and indentures governing certain long-term debt contain various covenants, the violation of which would limit or preclude the use of the credit facilities for future borrowings, or might accelerate the maturity of the related outstanding borrowings covered by the indentures. At Eaton’s present credit rating level, the most restrictive financial covenant provides that the ratio of secured debt (or lease payments due under a sale and leaseback transaction) to adjusted consolidated net worth (or consolidated net tangible assets, in each case as defined in the relevant credit agreement or indenture) may not exceed 10%. In each case, the ratio was substantially below the required threshold. In addition, Eaton is in compliance with each of its debt covenants for all periods presented.

Undistributed Assets of Non-U.S. Subsidiaries

At December 31, 2012 , approximately 84% of the Company's consolidated cash and short-term investments resided in non-U.S. locations. These funds are considered permanently reinvested to be used to expand operations either organically or through acquisitions outside the U.S. The largest growth areas that are expected to require capital are in developing markets. The Company's U.S. operations generate cash flow sufficient to satisfy U.S. operating requirements and service its debt. The Company does not intend to repatriate any significant amounts of cash to the U.S. in the foreseeable future.

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Changes in Financial Position

During 2012 , Eaton's net assets increased $7,617 to $15,086 at December 31, 2012 from $7,469 at December 31, 2011 primarily due to the acquisition of Cooper which had a substantial impact on Eaton's Consolidated Balance Sheet. Increases in Goodwill, Other intangible assets and Net property, plant and equipment totaling $8,859 , $4,587 and $1,275 , respectively, were the primary factors driving higher net assets in 2012 . These increases were partially offset by higher obligations primarily associated with higher debt levels and deferred tax liabilities, both of which were also due to the acquisition of Cooper. Long-term debt levels increased $6,396 to $9,762 at December 31, 2012 from $3,366 at December 31, 2011 due to the financing activities noted above and long-term debt totaling $1,100 assumed by Eaton in the acquisition of Cooper. Additionally, deferred tax liabilities increased $1,582 to $2,024 at December 31, 2012 from $442 at December 31, 2011 primarily associated with the deferred tax impacts of purchase price accounting adjustments made to Cooper's opening balance sheet. For additional information related to the acquisition of Cooper, see Note 2 to the Consolidated Financial Statements.

Sources and Uses of Cash Flow

Operating Cash Flow

Net cash provided by operating activities was $1,664 in 2012 , an increase of $416 compared to $1,248 in 2011 . Operating cash flows in 2012 were primarily impacted by lower working capital requirements compared to 2011 and the absence of contributions to other postretirement benefits plans totaling $154 that were made in 2011 , partially offset by lower net income in 2012 .

Net cash provided by operating activities was $1,248 in 2011 , a decrease of $34 compared to $1,282 in 2010 . Operating cash flows in 2011 were primarily impacted by higher net income in 2011, which was more than offset by increased contributions to defined benefits plans, particularly contributions of $154 to other post retirement benefits plans that were not contributed in 2010, an higher working capital requirements compared to 2010.

Investing Cash Flow

Net cash used in investing activities was $6,972 in 2012 , an increase of $6,172 compared to $800 in 2011 . The increase in 2012 was principally due to usage of $6,936 related to the acquisitions of businesses, the largest of which was Cooper, partially offset by cash proceeds of $603 from the sale of short-term investments compared to sales of $103 in 2011 . Capital expenditures were $593 in 2012 compared to $568 in 2011 . Eaton expects approximately $700 in capital expenditures in 2013 .

Net cash used in investing activities decreased $212 to $800 in 2011 as compared to $1,012 in 2010 . The decrease was principally due to cash proceeds of $103 from the sale of short-term investments compared to purchases of $392 in 2010, partially offset by higher capital expenditures in 2011 , both of which were related to higher liquidity requirements as the Company returned to growth from the depressed levels of 2009. Investing cash flow usage included $325 related to the acquisitions of businesses, the largest of which were Internormen Technology Group, E. Begerow GmbH & Co. KG, and ACTOM Low Voltage.

For additional information on business acquisitions see to Note 2 to the Consolidated Financial Statements.

Financing Cash Flow

Net cash provided by financing activities was $5,480 in 2012 , an increase of $5,861 compared to a use of cash of $381 in 2011 . Substantially all of the increase in 2012 was due to proceeds totaling $7,156 from the issuance of $4,900 senior notes, a $1,669 borrowing on the $6.75 billion capacity bridge facility, and the private issuance of $600 notes, which are more fully described above. Offsetting these increases were repayments on the bridge facility totaling $1,000 and cash dividends paid totaling $512.

Net cash used in financing activities was $381 in 2011 , an increase of $120 compared to a use of cash of $261 in 2010 . The increase was primarily due to share repurchases of $343 in 2011 and an increase of $99 in cash dividends paid in 2011 to Eaton ordinary shareholders, partially offset by proceeds received from a $300 debt issuance completed by Eaton during 2011. Higher cash dividends paid was due to an increase in the quarterly cash dividend paid per ordinary share from $1.08 to $1.36 per share, which was announced during the first quarter of 2011.

Net-Debt-to-Capital Ratio

The net-debt-to-capital ratio was 39.2% at December 31, 2012 compared to 26.5% at December 31, 2011 . The increase reflected the combined effect during 2012 of the $7,060 increase in total debt and the $7,617 increase in Eaton shareholders' equity, all of which are primarily related to the acquisition of Cooper.

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Credit Ratings

Eaton's debt has been assigned the following credit ratings:



Credit Rating Agency (long- /short-term rating)	Rating	Outlook
Standard & Poor's	A-/A-2	Negative outlook
Moody's	Baa1/P-2	Negative outlook
Fitch	BBB+/F2	Negative outlook

Defined Benefits Plans

Pension Plans

During 2012 , the fair value of plan assets in the Company’s employee pension plans increased $1,202 to $3,855 at December 31, 2012 . The increase in plan assets was primarily due to better than expected return on assets, contributions in excess of benefit payments and the acquisition of Cooper. At December 31, 2012 , the net unfunded position of $1,968 in pension liabilities consisted of $1,016 in the U.S. qualified pension plans, $883 in plans that have no minimum funding requirements and $140 in all other plans that require minimum funding, partially offset by $71 in plans that are overfunded.

Funding requirements are a major consideration in making contributions to Eaton’s pension plans. With respect to the Company’s pension plans worldwide, the Company intends to contribute annually not less than the minimum required by applicable law and regulations. In 2012 , $413 was contributed to the pension plans. The Company contributed $176 to the U.S. Qualified Pension Plan in early 2013 and anticipates making an additional $127 of contributions to certain other pension plans during 2013 . The funded status of the Company’s pension plans at the end of 2013 , and future contributions, will depend primarily on the actual return on assets during the year and the discount rate used to calculate certain benefits at the end of the year. Depending on these factors, and the resulting funded status of the pension plans, the level of future contributions could be materially higher or lower than in 2012 .

Off-Balance Sheet Arrangements

Eaton does not have off-balance sheet arrangements or financings with unconsolidated entities or other persons. In the ordinary course of business, the Company leases certain real properties and equipment, as described in Note 7 to the Consolidated Financial Statements.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States requires management to make certain estimates and assumptions that may involve the exercise of significant judgment. For any estimate or assumption used, there may be other reasonable estimates or assumptions that may have been used. However, based on facts and circumstances inherent in developing estimates and assumptions, management believes it is unlikely that applying other such estimates and assumptions would have caused materially different amounts to have been reported. Actual results may differ from these estimates.

Revenue Recognition

Sales of products are recognized when a sales agreement is in place, products have been shipped to unaffiliated customers and title has transferred in accordance with shipping terms, the selling price is fixed and determinable and collectability is reasonably assured, all significant related acts of performance have been completed, and no other significant uncertainties exist. Shipping and handling costs billed to customers are included in Net sales and the related costs in Cost of products sold. Although the majority of the sales agreements contain standard terms and conditions, there are also agreements that contain multiple elements or non-standard terms and conditions. As a result, judgment is required to determine the appropriate accounting, including whether the deliverables specified in these agreements should be treated as separate units of accounting for sales recognition purposes, and, if so, how the sales price should be allocated among the elements and when to recognize sales for each element. For delivered elements, sales are recognized only when the delivered elements have standalone value, fair values of undelivered elements are known, there are no uncertainties regarding customer acceptance and there are no customer-negotiated refund or return rights affecting the sales recognized for delivered elements. Sales for service contracts are generally recognized as the services are provided.

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Impairment of Goodwill and Other Long-Lived Assets

For additional information about goodwill and other intangible assets, see Note 4 to the Consolidated Financial Statements.

Long-lived assets, goodwill and indefinite life intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Events or circumstances that may result in an impairment review include operations reporting losses, a significant adverse change in the use of an asset, the planned disposal or sale of the asset, a significant adverse change in the business climate or legal factors related to the asset, or a significant decrease in the estimated fair value of an asset. Upon indications of impairment, assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The asset group would be considered impaired when the estimated future net undiscounted cash flows generated by the asset group are less than its carrying value. In instances where the carrying amount of the asset group exceeded the undiscounted cash flows, the fair value of the asset group would be determined and an impairment loss would be recognized based on the amount by which the carrying value of the asset group exceeds its fair value. Determining asset groups and underlying cash flows requires the use of significant judgment.

Recoverability of Deferred Income Tax Assets

Eaton is subject to the income tax laws in the jurisdictions in which it operates. In order to determine the income tax provision for financial statement purposes, Eaton must make significant estimates and judgments about its business operations in these jurisdictions. These estimates and judgments are also used in determining the deferred income tax assets and liabilities that have been recognized for differences between the financial statement and income tax basis of assets and liabilities, and income tax loss carryforwards and income tax credit carryforwards.

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Management evaluates the realizability of deferred income tax assets for each jurisdiction in which it operates. If the Company experiences cumulative pretax income in a particular jurisdiction in a three-year period including the current and prior two years, management normally concludes that the deferred income tax assets will more likely than not be realizable and no valuation allowance is recognized, unless known or planned operating developments would lead management to conclude otherwise. However, if the Company experiences cumulative pretax losses in a particular jurisdiction in a three-year period including the current and prior two years, management then considers a series of factors in the determination of whether the deferred income tax assets can be realized. These factors include historical operating results, known or planned operating developments, the period of time over which certain temporary differences will reverse, consideration of the utilization of certain deferred income tax liabilities, tax law carryback capability in a particular country, prudent and feasible tax planning strategies, and estimates of future earnings and taxable income using the same assumptions as the Company’s goodwill and other impairment testing. After evaluation of these factors, if the deferred income tax assets are expected to be realized within the tax carryforward period allowed for that specific country, management would conclude that no valuation allowance would be required. To the extent that the deferred income tax assets exceed the amount that is expected to be realized within the tax carryforward period for a particular jurisdiction, management would establish a valuation allowance. For additional information about income taxes, see Note 8 to the Consolidated Financial Statements.

Pension and Other Postretirement Benefits Plans

The measurement of liabilities related to pension plans and other postretirement benefits plans is based on several assumptions including interest rates, expected return on plan assets, rate of compensation increases, and health care cost trend rates. Actual plan asset performance will either reduce or increase losses included in accumulated other comprehensive loss, which ultimately affects net income.

The discount rate for United States plans was determined by discounting the expected future benefit payments using a theoretical zero-coupon spot yield curve derived from a universe of high-quality bonds as of the measurement date and solving for the single rate that generated the same benefit obligation. Only corporate bonds with a rating of Aa or higher by either Moody’s Investor Services or Standard & Poors were included. Callable bonds and certain other non-comparable bonds were eliminated. Finally, a subset of bonds was selected by grouping the universe of bonds by duration and retaining 50% of the bonds that had the highest yields.

The discount rates for non-United States plans were determined by region and are based on high quality long-term corporate and government bonds. Consideration has been given to the duration of the liabilities in each plan when selecting the bonds to be used in determining the discount rate.

Key assumptions used to calculate pension and other postretirement benefits expense are adjusted at each year-end. A 1-percentage point change in the assumed rate of return on pension plan assets is estimated to have approximately a $38 effect on pension expense. Likewise, a 1-percentage point change in the discount rate is estimated to have approximately a $63 effect on pension expense. A 1-percentage point change in the assumed rate of return on other postretirement benefits assets is estimated to have approximately a $1 effect on other postretirement benefits expense. A 1-percentage point change in the discount rate is estimated to have approximately a $4 effect on expense for other postretirement benefits plans. Additional information related to changes in key assumptions used to recognize expense for other postretirement benefits plans is found in Note 6 to the Consolidated Financial Statements.

Environmental Contingencies

As a result of past operations, Eaton is involved in remedial response and voluntary environmental remediation at a number of sites, including certain of its currently-owned or formerly-owned plants. The Company has also been named a potentially responsible party under the United States federal Superfund law at a number of disposal sites.

A number of factors affect the cost of environmental remediation, including the number of parties involved at a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, and the continuing advancement of remediation technology. Taking these factors into account, Eaton has estimated the costs of remediation, which will be incurred over a period of years. The Company accrues an amount on an undiscounted basis, consistent with the estimates of these costs, when it is probable that a liability has been incurred. At December 31, 2012 and 2011 , $125 and $62 was accrued for these costs.

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MARKET RISK DISCLOSURE

On a regular basis, Eaton monitors third-party depository institutions that hold its cash and short-term investments, primarily for safety of principal and secondarily for maximizing yield on those funds. The Company diversifies its cash and short-term investments among counterparties to minimize exposure to any one of these entities. Eaton also monitors the creditworthiness of its customers and suppliers to mitigate any adverse impact.

Eaton uses derivative instruments to manage exposure to volatility in raw material costs, currency and interest rates on certain debt instruments. Derivative financial instruments used by the Company are straightforward and non-leveraged. The counterparties to these instruments are financial institutions with strong credit ratings. Eaton maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions. See Note 12 to the Consolidated Financial Statements for additional information about hedges and derivative financial instruments.

Eaton’s ability to access the commercial paper market, and the related cost of these borrowings, is based on the strength of its credit rating and overall market conditions. The Company has not experienced any material limitations in its ability to access these sources of liquidity. At December 31, 2012 , Eaton had $2,000 of long-term revolving credit facilities with banks in support of its commercial paper program. It has no direct borrowings outstanding under these credit facilities. Eaton’s non-United States operations also had available short-term lines of credit of approximately $2,099 at December 31, 2012 .

Interest rate risk can be measured by calculating the short-term earnings impact that would result from adverse changes in interest rates. This exposure results from short-term debt, which includes commercial paper at a floating interest rate, long-term debt that has been swapped to floating rates, and money market investments that have not been swapped to fixed rates. Based upon the balances of investments and floating rate debt at year end 2012 , a 100 basis-point increase in short-term interest rates would have increased the Company’s net, pretax interest expense by $15.

Eaton also measures interest rate risk by estimating the net amount by which the fair value of the Company’s financial liabilities would change as a result of movements in interest rates. Based on Eaton’s best estimate for a hypothetical, 100 basis point decrease in interest rates at December 31, 2012 , the market value of the Company’s debt and interest rate swap portfolio, in aggregate, would increase by $779.

Currency risk is the risk of economic losses due to adverse changes in exchange rates. The Company mitigates currency risk by funding some investments in certain markets through local currency financings. Non-United States dollar debt was $148 at December 31, 2012 . To augment Eaton’s non-United States dollar debt portfolio, the Company also enters into forward exchange contracts and currency swaps from time to time to mitigate the risk of economic loss in its investments. At December 31, 2012 , the aggregate balance of such contracts was $599. Eaton also monitors exposure to transactions denominated in currencies other than the functional currency of each country in which the Company operates, and regularly enters into forward contracts to mitigate that exposure. In the aggregate, Eaton’s portfolio of forward contracts related to such transactions was not material to its Consolidated Financial Statements.

CONTRACTUAL OBLIGATIONS

A summary of contractual obligations as of December 31, 2012 follows:



	2013			2014 to 2015			2016 to 2017			After 2017			Total
Long-term debt ⁽¹⁾	$	314		$	1,576		$	1,812		$	6,084		$	9,786
Interest expense related to long-term debt	371			683			607			2,653			4,314
Reduction of interest expense from interest rate swap agreements related to long-term debt	(34		)	(54		)	(35		)	(69		)	(192		)
Operating leases	174			238			132			85			629
Purchase obligations	849			95			78			86			1,108
Other long-term obligations	309			12			13			74			408
Total	$	1,983		$	2,550		$	2,607		$	8,913		$	16,053

⁽¹⁾ Long-term debt excludes deferred gains and losses on derivatives related to debt, adjustments to fair market value, and premiums and discounts on long-term debentures.

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Interest expense related to long-term debt is based on the fixed interest rate, or other applicable interest rate, related to the debt instrument. The reduction of interest expense due to interest rate swap agreements related to long-term debt is based on the difference in the fixed interest rate the Company receives from the swap, compared to the floating interest rate the Company pays on the swap. Purchase obligations are entered into with various vendors in the normal course of business. These amounts include commitments for purchases of raw materials, outstanding non-cancelable purchase orders, releases under blanket purchase orders and commitments under ongoing service arrangements. Other long-term obligations principally include anticipated contributions of $303 to pension plans in 2013 and $101 of deferred compensation earned under various plans for which the participants have elected to receive disbursement at a later date.

The table above does not include future expected pension benefit payments or expected other postretirement benefits payments. Information related to the amounts of these future payments is described in Note 6 to the Consolidated Financial Statements. The table above also excludes the liability for unrecognized income tax benefits, since the Company cannot predict with reasonable certainty the timing of cash settlements with the respective taxing authorities. At December 31, 2012 , the gross liability for unrecognized income tax benefits totaled $280 and interest and penalties were $34 .

FORWARD-LOOKING STATEMENTS

This Annual Report to Shareholders contains forward-looking statements concerning Eaton's full year 2013 sales, the performance in 2013 of its worldwide end markets, and Eaton's 2013 growth in relation to end markets, among other matters. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Eaton, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside Eaton’s control. The following factors could cause actual results to differ materially from those in the forward-looking statements: unanticipated changes in the markets for the Company’s business segments; unanticipated downturns in business relationships with customers or their purchases from us; the availability of credit to customers and suppliers; competitive pressures on sales and pricing; increases in the cost of material and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute resolutions; strikes or other labor unrest; the impact of acquisitions and divestitures; unanticipated difficulties integrating acquisitions; new laws and governmental regulations; interest rate changes; tax rate changes or exposure to additional income tax liability; stock market and currency fluctuations; and unanticipated deterioration of economic and financial conditions in the United States and around the world. Eaton does not assume any obligation to update these forward-looking statements.

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QUARTERLY DATA (unaudited)



	Quarter ended in 2012												Quarter ended in 2011
(In millions except per share data)	Dec. 31			Sept. 30			June 30			Mar. 31			Dec. 31			Sept. 30			June 30			Mar. 31
Net sales	$	4,333		$	3,950		$	4,068		$	3,960		$	4,033		$	4,123		$	4,090		$	3,803
Gross profit	1,201			1,203			1,253			1,206			1,216			1,223			1,228			1,121
Percent of net sales	27.7		%	30.5		%	30.8		%	30.5		%	30.2		%	29.7		%	30.0		%	29.5		%
Income before income taxes	88			376			419			368			390			432			396			335
Net income	$	180		$	347		$	382		$	311		$	361		$	367		$	338		$	286
Adjustment for net (income) loss for noncontrolling interests	(1		)	(2		)	—			—			1			(2		)	(2		)	1
Net income attributable to Eaton ordinary shareholders	$	179		$	345		$	382		$	311		$	362		$	365		$	336		$	287

Net income per ordinary share
Diluted	$	0.46		$	1.02		$	1.12		$	0.91		$	1.07		$	1.07		$	0.97		$	0.83
Basic	0.47			1.02			1.13			0.93			1.08			1.07			0.99			0.84

Cash dividends declared per ordinary share	$	—		$	0.76		$	0.38		$	0.38		$	0.34		$	0.34		$	0.34		$	0.34

Market price per ordinary share
High	$	54.75		$	49.18		$	50.29		$	53.06		$	47.44		$	53.23		$	56.42		$	56.49
Low	44.36			36.38			36.94			44.73			33.09			33.97			45.79			48.57

Earnings per share for the four quarters in a year may not equal full year earnings per share.

Significant non-recurring adjustments included in Income before income taxes are as follows:

	Quarter ended in 2012												Quarter ended in 2011
	Dec. 31			Sept. 30			June 30			Mar. 31			Dec. 31			Sept. 30			June 30			Mar. 31
Acquisition integration charges	$	24		$	8		$	9		$	3		$	5		$	4		$	2		$	3
Transaction costs	152			19			7			—			—			—			—			—

Table of Contents

TEN-YEAR CONSOLIDATED FINANCIAL SUMMARY (unaudited)



(In millions except for per share data)	2012			2011			2010			2009			2008			2007			2006			2005			2004			2003
Continuing operations
Net sales	$	16,311		$	16,049		$	13,715		$	11,873		$	15,376		$	13,033		$	12,232		$	10,874		$	9,547		$	7,796
Income before income taxes	1,251			1,553			1,036			303			1,140			1,055			979			969			756			475
Income after income taxes	$	1,220		$	1,352		$	937		$	385		$	1,067		$	973		$	907		$	788		$	633		$	368
Income from discontinued operations	—			—			—			—			3			35			53			22			22			30
Net income	1,220			1,352			937			385			1,070			1,008			960			810			655			398
Less net income for noncontrolling interests	(3		)	(2		)	(8		)	(2		)	(12		)	(14		)	(10		)	(5		)	(7		)	(12		)
Net income attributable to Eaton ordinary shareholders	$	1,217		$	1,350		$	929		$	383		$	1,058		$	994		$	950		$	805		$	648		$	386

Net income per ordinary share - diluted
Continuing operations	$	3.46		$	3.93		$	2.73		$	1.14		$	3.25		$	3.19		$	2.94		$	2.54		$	2.00		$	1.18
Discontinued operations	—			—			—			—			0.01			0.12			0.17			0.08			0.07			0.10
Total	$	3.46		$	3.93		$	2.73		$	1.14		$	3.26		$	3.31		$	3.11		$	2.62		$	2.07		$	1.28

Net income per ordinary share - basic
Continuing operations	$	3.54		$	3.98		$	2.76		$	1.16		$	3.29		$	3.26		$	2.99		$	2.61		$	2.05		$	1.20
Discontinued operations	—			—			—			—			0.01			0.12			0.17			0.07			0.07			0.11
Total	$	3.54		$	3.98		$	2.76		$	1.16		$	3.30		$	3.38		$	3.16		$	2.68		$	2.12		$	1.31

Weighted-average number of ordinary shares outstanding
Diluted	350.9			342.8			339.5			335.8			324.6			300.6			305.8			308.0			314.2			301.0
Basic	347.8			338.3			335.5			332.7			320.4			294.6			300.4			300.4			306.2			295.8

Cash dividends declared per ordinary share	$	1.52		$	1.36		$	1.08		$	1.00		$	1.00		$	0.86		$	0.74		$	0.62		$	0.54		$	0.46

Total assets	$	35,848		$	17,873		$	17,252		$	16,282		$	16,655		$	13,430		$	11,417		$	10,218		$	9,075		$	8,223
Long-term debt	9,762			3,366			3,382			3,349			3,190			2,432			1,774			1,830			1,734			1,651
Total debt	10,833			3,773			3,458			3,467			4,271			3,417			2,586			2,464			1,773			1,953
Eaton shareholders' equity	15,086			7,469			7,362			6,777			6,317			5,172			4,106			3,778			3,606			3,117
Eaton shareholders' equity per ordinary share	$	32.05		$	22.34		$	21.66		$	20.39		$	19.14		$	17.71		$	14.04		$	12.72		$	11.76		$	10.19
Ordinary shares outstanding	470.7			334.4			339.9			332.3			330.0			292.0			292.6			297.0			306.6			306.0

Table of Contents

Eaton Corporation plc

2012 Annual Report on Form 10-K

Exhibit Index



3 (i)	Certificate of Incorporation - Incorporated by reference to the Form S-8 filed November 30, 2012

3 (ii)	Amended and restated Memorandum and Articles of Incorporation - Incorporated by reference to the Form 10-Q Report for the three months ended September 30, 2012

4 (a)	Pursuant to Regulation S-K Item 601(b) (4), the Company agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its other long-term debt

10	Material contracts

	(a)	Senior Executive Incentive Compensation Plan (effective February 27, 2013) *

	(b)	Deferred Incentive Compensation Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(c)	First Amendment to Deferred Incentive Compensation Plan II - Incorporated by reference to the Form S-8 filed November 30, 2012

	(d)	Excess Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(e)	First Amendment to Excess Benefits Plan II (2008 restatement) *

	(f)	Incentive Compensation Deferral Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(g)	First Amendment to Incentive Compensation Deferral Plan II - Incorporated by reference to the Form S-8 filed November 30, 2012

	(h)	Limited Eaton Service Supplemental Retirement Income Plan II - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(i)	First Amended to Limited Eaton Service Supplemental Retirement Income Plan II *

	(j)	Supplemental Benefits Plan II (2008 restatement) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(k)	First Amended to Supplemental Benefits Plan II (2008 restatement) *

	(l)	Form of Restricted Share Unit Agreement *

	(m)	Form of Restricted Share Agreement *

	(n)	Form of Restricted Share Agreement (Non-Employee Directors) - Incorporated by reference to the Form 8-K Report filed February 1, 2010

	(o)	Form of Directors' Restricted Share Unit Agreement *

	(p)	Form of Stock Option Agreement for Executives *

	(q)	Form of Stock Option Agreement for Non-Employee Directors (2008) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(r)	Amended and Restated 2002 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

	(s)	Amended and Restated 2004 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

	(t)	Amended and Restated 2008 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

Table of Contents



	(u)	Second Amended and Restated 2009 Stock Plan - Incorporated by reference to Form S-8 filed November 30, 2012

	(v)	Amended and Restated 2012 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

	(w)	Amendment to Amended and Restated 2012 Stock Plan *

	(x)	First Amendment to 2005 Non-Employee Director Fee Deferral Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

	(y)	2013 Non-Employee Director Fee Deferral Plan *

	(z)	Form of Change of Control Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2008
	(aa)	Form of Indemnification Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002

	(bb)	Form of Indemnification Agreement entered into with directors *

	(cc)	Form of Indemnification Agreement II entered into with directors *

	(dd)	Amended and Restated Executive Strategic Incentive Plan (amended and restated February 27, 2013) *

	(ee)	Executive Strategic Incentive Plan II (effective January 1, 2001) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002

	(ff)	Amended and Restated Supplemental Executive Strategic Incentive Plan (amended and restated February 27, 2013) *

	(gg)	Deferred Incentive Compensation Plan (amended and restated effective November 1, 2007) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2009

	(hh)	Amended and Restated 1998 Stock Plan - Incorporated by reference to the Form S-8 filed November 30, 2012

	(ii)	Trust Agreement - Officers and Employees (dated December 6, 1996) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002

	(jj)	Trust Agreement - Non-employee Directors (dated December 6, 1996) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002

	(kk)	Group Replacement Insurance Plan (GRIP) (effective June 1, 1992) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 1992

	(ll)	Excess Benefits Plan (amended and restated effective January 1, 1989) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002

	(mm)	Amendment to Excess Benefit Plan *

	(nn)	Supplemental Benefits Plan (amended and restated January 1, 1989) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2002

	(oo)	Amendment to Supplemental Benefits Plan *

	(pp)	Eaton Corporation Board of Directors Policy on Incentive Compensation, Stock Options and Other Equity Grants upon the Restatement of Financial Results - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2007

	(qq)	Amended and Restated Grantor Trust Agreement for Non-Employee Directors’ Deferred Fees Plans - effective January 1, 2010 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2010

	(rr)	Amended and Restated Grantor Trust Agreement for Employees’ Deferred Compensation Plans - effective January 1, 2010 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2010

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12		Ratio of Earnings to Fixed Charges - Filed in conjunction with this Form 10-K Report *

14		Code of Ethics - Incorporated by reference to the definitive Proxy Statement filed on March 14, 2008

21		Subsidiaries of Eaton Corporation - Filed in conjunction with this Form 10-K Report *

23		Consent of Independent Registered Public Accounting Firm - Filed in conjunction with this Form 10-K Report *

24		Power of Attorney - Filed in conjunction with this Form 10-K Report *

31.1		Certification of Principal Executive Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K Report *

31.2		Certification of Principal Financial Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 302) - Filed in conjunction with this Form 10-K Report *

32.1		Certification of Principal Executive Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 906) - Filed in conjunction with this Form 10-K Report *

32.2		Certification of Principal Financial Officer (Pursuant to the Sarbanes-Oxley Act of 2002, Section 906) - Filed in conjunction with this Form 10-K Report *

101.INS		XBRL Instance Document *

101.SCH		XBRL Taxonomy Extension Schema Document *

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document *

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document *

101.LAB		XBRL Taxonomy Extension Label Linkbase Document *

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document *

_______________________________



*	Submitted electronically herewith.

Exhibit 10(a)

SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN

Purpose. This document sets forth the annual incentive plan applicable to certain employees of Eaton Corporation plc (the “Company”) and its directly and indirectly controlled subsidiaries (the Company and such subsidiaries being referred to herein collectively as “Eaton”), including those Eaton executive officers whose annual incentive compensation for any taxable year the Committee (hereafter defined) anticipates would not be deductible due to Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This plan, as amended and restated, is hereinafter referred to as the “Plan.”

The Plan is designed to promote the profitable growth of Eaton by:


a.	Providing rewards for achieving specified performance goals.


b.	Recognizing corporate, business unit and individual performance and achievement.


c.	Attracting, motivating and retaining superior executive talent.

Administration. The Plan shall be administered by the Compensation and Organization Committee of the Board of Directors (the “Board”) of the Company, or by any other committee of the Board to whom this authority is delegated by the Board (the “Committee”). The Committee shall be comprised exclusively of three or more directors who are not employees and who are “outside directors” within the meaning of Section 162(m)(4)(C) of the Code. The Committee will approve the goals, participation, target bonus awards, actual bonus awards, timing of payment and other actions necessary to the administration of the Plan. Any determination by the Committee pursuant to the Plan shall be final, binding and conclusive on all employees and participants and anyone claiming under or through any of them. The provisions of the Plan are intended to ensure that all awards granted hereunder to any individual who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) qualify for the Section 162(m) exception for performance-based compensation, and all awards and the Plan shall be interpreted and operated consistent with that intention.


3.	Participation. Any Eaton executive officer designated by the Committee in its sole discretion shall be eligible to participate in the Plan. An employee participating in the Plan shall not participate in Eaton's Executive Incentive Compensation Plan.


4.	Establishment of Incentive Opportunities.

On or before March 30 of each year, the Committee shall establish in writing performance goals (the “Corporate Performance Goals”) to be used in determining an aggregate amount to be distributed under the Plan (the “Aggregate Incentive Opportunity”). The Aggregate Incentive Opportunity will be a dollar amount calculated by reference to specified levels of, growth in, or ratios involving, the Corporate Performance Goals, which may include any one or more of the following: the Company's earnings per share, operating earnings per share, total return to shareholders, cash flow return, cash flow return on gross capital, net income, net income before tax, return on equity, or return on assets. The Corporate Performance Goals may be described in terms of Company-wide objectives or objectives that are related to the performance of any subsidiary, division, department, or region of, or function in, the Company. The Corporate Performance Goals may be made relative to the performance of other corporations.

On or before March 30 of each year, the Committee will establish in writing a percentage share of the Aggregate Incentive Opportunity to each participant (the “Individual Incentive Opportunity”). The sum of all Individual Incentive Opportunities will not exceed 100% of the Aggregate Incentive Opportunity. No participant will be assigned an Individual Incentive Opportunity greater than $7,500,000.


c.	The method to determine the Aggregate and Individual Incentive Opportunities shall be stated in terms of objective formulas that preclude discretion to increase the amount of the award that would otherwise be due upon attainment of the goals. No provision of the Plan shall preclude the Committee from exercising negative discretion to reduce any award hereunder.

A participant's Individual Incentive Opportunity in any year is the maximum amount that the participant may receive under the Plan in that year. Whether or not a participant will receive all or any portion of his or her Individual Incentive Opportunity will be based on the achievement of corporate and business unit financial and strategic objectives established for the year (which may be based on the Corporate Performance Goals selected for the year, any of the other performance goals listed above) and on the achievement of individual goals (collectively, the “Individual Performance Goals”).


1.	Award Determination.


a.	At the end of each year, the Committee will determine the Aggregate Incentive Opportunity based on the results of the Corporate Performance Goals. The Committee will certify in writing whether and to what extent the goals have been achieved.

At the end of each calendar year, the Committee will assess each participant's performance against the Individual Performance Goals established for each participant. Based on this assessment, the Committee will determine whether or not to award the entire Individual Incentive Opportunity or a lesser amount. In no event will the Individual Incentive Opportunity be greater than the portion of the Aggregate Incentive Opportunity allocated to the participant.

Awards shall be paid under the Plan for any year solely on account of the attainment of the performance goals established by the Committee for the entire year. Awards shall also be contingent on continued employment by Eaton during the entire year. Exceptions to the requirement of continued employment will apply in the event of termination of employment by reason of death or disability (as determined by the Committee). In the event of termination of employment for these reasons, awards for any incomplete performance year shall be prorated for the amount of service by the participant during the performance year and shall be payable to the participant (or his or her estate) at the same time as awards for such performance year are paid to the other participants and shall be subject to the same requirements for achievement of the specified performance goals as apply to such other participants' awards.

Bonus Payments. Awards under the Plan will be paid annually in cash not later than March 15 of the year following the performance year, provided that awards or portions thereof may be deferred under Eaton's Deferred Incentive Compensation Plan II. No payment shall be made under the Plan except in compliance with all applicable laws and regulations including, without limitation, compliance with tax requirements. Notwithstanding any other provision of the Plan to the contrary, awards granted under the Plan are subject to reduction, cancellation or reimbursement pursuant to any applicable Eaton compensation recovery policy, as in effect from time to time. Eaton's current policy, adopted by the Board, provides that, if the Board determines that an executive engaged in any fraud, misconduct or other bad-faith action that, directly or indirectly, caused or partially caused the need for a material accounting restatement for any period as to which a performance-based award was paid or credited to the executive, the performance-based award is subject to reduction, cancellation or reimbursement at the discretion of the Board.

No Right to Employment. Neither the adoption of the Plan nor its operation, nor any document describing or referring to the Plan, or any part thereof, shall confer upon any participant under the Plan any right to continue in the employ of Eaton, or shall in any way affect Eaton's right and power to terminate the employment of any participant under the Plan at any time with or without assigning a reason therefor, to the same extent as Eaton might have done if the Plan had not been adopted.


4.	Non-Transferability. No right to payment under the Plan shall be subject to debts, contract liabilities, engagements or torts of the participant, nor to transfer, anticipation, alienation, sale, assignment, pledge or encumbrance by the participant except by will or the law of descent and distribution or pursuant to a qualified domestic relations order.

Shareholder Approval and Committee Certification Contingencies; Payment of Awards. Payment of any awards under the Plan for performance years beginning on or after January 1, 2013 shall be contingent upon the affirmative vote of the shareholders of at least a majority of the votes cast (including abstentions) at the annual meeting of the shareholders held in 2013. Unless and until such shareholder approval is obtained no award shall be paid pursuant to the Plan for any such performance year. Subject to the provisions of Paragraph 5 above, payment of any award under the Plan shall also be contingent upon the Committee's certifying in writing that the performance goals and any other material terms applicable to such award were in fact satisfied, in accordance with applicable regulations under Section 162(m) of the Code. Unless and until the Committee so certifies, such award shall not be paid. Unless the Committee provides otherwise, (a) earned awards shall be paid promptly following such certification, and (b) such payment shall be made in cash (subject to any tax withholding that Eaton may determine applies).

The Plan was originally adopted by the Board of Directors of Eaton Corporation on January 23, 2008, and the Plan was last approved by the shareholders of Eaton Corporation on April 23, 2008. The Plan was assumed by the Company, as amended and restated by the Committee, effective as of February 27, 2013, subject to approval by the shareholders of the Company with respect to Awards granted under the Plan for performance years beginning on or after January 1, 2013. To the extent necessary for purposes of Section 162(m) of the Code, the Plan shall be resubmitted to shareholders for their reapproval in 2018 (and every five years thereafter), with respect to awards payable for the tax year commencing immediately after the year of each such reapproval.

If the Company's shareholders do not approve the Plan, payments that would have been made pursuant to awards that were made contingent upon obtaining such approval will not be made. No provision of the Plan shall prevent the Committee from making any payments or granting any awards outside of the Plan whether or not such payments or awards qualify for tax deductibility under Section 162(m) of the Code.

Exhibit 10(e)

FIRST AMENDMENT TO EATON CORPORATION

EXCESS BENEFITS PLAN II

(January 1, 2008 Restatement)

WHEREAS, the Corporation maintains in effect the Eaton Corporation Excess Benefits Plan II under a January 1, 2008 Restatement, as amended (the “Plan”); and

WHEREAS, the Pension Administration Committee reserves the right to amend the Plan; and

WHEREAS, the Pension Administration Committee wishes to amend the Plan in order to reflect the corporate restructuring of Eaton Corporation pursuant to which common shares of Eaton Corporation will be converted into ordinary shares of Eaton Corporation plc.

NOW THEREFORE, Section 2(b) of the Plan is amended, effective as of the Merger Effective Time described in the Transaction Agreement dated May 21, 2012, as amended by Amendment No. 1 to the Transaction Agreement, dated June 22, 2012, and Amendment No. 2 to the Transaction Agreement, dated October 19, 2012, between Cooper Industries plc, Eaton Corporation, Abeiron Limited, Comdell Limited, Turlock B.V., and Turlock Corporation, in its entirety to read as follows:

(b) “Board of Directors” means the Board of Directors of Eaton Corporation plc.

IN WITNESS WHEREOF, the Pension Administration Committee has caused this Amendment to be executed through duly authorized persons on this 29th day of November, 2012.

PENSION ADMINISTRATION COMMITTEE

By: __________________________________

Title: _________________________________

Exhibit 10(i)

FIRST AMENDMENT TO

LIMITED EATON SERVICE

SUPPLEMENTAL RETIRMENT INCOME PLAN II

(January 1, 2008 Restatement)

WHEREAS, the Company maintains in effect the Limited Eaton Service Supplemental Retirement Income Plan II under a January 1, 2008 Restatement, as amended (the “Plan”); and

WHEREAS, the Company reserves the right to amend the Plan; and

WHEREAS, the Company wishes to amend the Plan in order to reflect the corporate restructuring of Eaton Corporation pursuant to which common shares of Eaton Corporation will be converted into ordinary shares of Eaton Corporation plc.

NOW THEREFORE, the Plan is amended, effective as of the Merger Effective Time described in the Transaction Agreement dated May 21, 2012, as amended by Amendment No. 1 to the Transaction Agreement, dated June 22, 2012, and Amendment No. 2 to the Transaction Agreement, dated October 19, 2012, between Cooper Industries plc, Eaton Corporation, Abeiron Limited, Comdell Limited, Turlock B.V., and Turlock Corporation, as follows:

1. The definition of “Board” in Article III of the Plan is hereby amended in its entirety to read as follows:

“Board.” The Board of Directors of Eaton Corporation plc.

2. The definition of “Change in Control” in Article III of the plan is hereby amended by replacing “Company” with “Eaton Corporation plc” in each place “Company” appears.

3. The first sentence of Section 8.05 of the Plan is hereby amended in its entirety to read as follows:

The Company fully expects to continue the Plan but it reserves the right, at any time or from time to time, by action of the Board, to modify or amend the Plan, in whole or in part, or to terminate the Plan, in whole or in part, at any time and for any reason, including, but not limited to, adverse changes in federal tax laws.

4. Section 8.06 of the Plan is hereby amended by replacing “Company” with “Eaton Corporation

plc” in the one place “Company” appears.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed through duly authorized persons on this ____ day of November, 2012.

EATON CORPORATION

By: __________________________________

Title: _________________________________

Exhibit 10(k)

FIRST AMENDMENT TO

EATON CORPORATION

SUPPLEMENTAL BENEFITS PLAN II

(January 1, 2008 Restatement)

WHEREAS, the Corporation maintains in effect the Eaton Corporation Supplemental Benefits Plan II under a January 1, 2008 Restatement, as amended (the “Plan”); and

WHEREAS, the Pension Administration Committee reserves the right to amend the Plan; and

1. Section 2(a) of the Plan is hereby amended in its entirety to read as follows:

(a) “Pension Administration Committee” means the committee comprised of corporate officers of Eaton Corporation plc appointed by the Board of Directors from time to time to administer the retirement benefit programs of Eaton Corporation plc and any of its subsidiaries.

2. Section 2(b) of the Plan is hereby amended in its entirety to read as follows:

(b) “Board of Directors” means the Board of Directors of Eaton Corporation plc.

IN WITNESS WHEREOF, the Pension Administration Committee has caused this Amendment to be executed through duly authorized persons on this 29th day of November, 2012.

PENSION ADMINISTRATION COMMITTEE

By: __________________________________

Title: _________________________________

Exhibit 10(l)

2013 RESTRICTED SHARE UNIT GRANT

RESTRICTED SHARE UNIT AGREEMENT UNDER THE AMENDED AND RESTATED 2012 STOCK PLAN

Date of Grant:______________________________________

Name:_____________________________________________

Number and Type of Shares___________________________

Award of Restricted Share Units under the Eaton Corporation plc

Amended and Restated 2012 Stock Plan

The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton Corporation plc (the “Company”) has awarded you a number of restricted share units effective as of __________(the “Effective Date”) under the terms and conditions of the Company's Amended and Restated 2012 Stock Plan, as amended (the “Plan”). Information concerning the number of restricted share units awarded to you (the “Award”) is available online through the Eaton Service Center at Fidelity which may be accessed through the Company's website. You are required to accept the Award online at the Eaton Service Center at Fidelity. You acknowledge and agree as follows:

1. Acceptance . I hereby accept the aforementioned award on the terms and conditions provided in the Plan and this Agreement.

2. Restricted Share Units . I acknowledge that, as of the Effective Date, the restricted share units referred to above (the “Restricted Units”) have been awarded to me, contingent on the continuation of my service with the Company or any of its subsidiaries as provided herein. Each Restricted Unit is equivalent in value to the market value of one (1) ordinary share of nominal value $0.01 per share (“Ordinary Share”) of the Company. The Restricted Units shall be forfeited and immediately cancelled if my employment with the Company or any of its subsidiaries is terminated under any circumstances whatsoever, including without limitation dismissal, resignation, divestiture of operations, disability or retirement. This possibility of forfeiture shall lapse according to the vesting schedule as published on the Company's records at the Eaton Service Center at Fidelity.

If any Restricted Units are forfeited for any reason, I understand that I will not be entitled to any payment of cash or Ordinary Shares in respect of any Restricted Units so forfeited. Restricted Units that vest shall be settled by the delivery to me of an equal number of Ordinary Shares.

The Management Compensation Committee of the Company (the “Management Committee”) reserves the right to decide to what extent my leaves of absence for government or military service, illness, temporary disability, or other reasons shall not be deemed to be an interruption of continuous employment.

3 . Vesting . Awards subject to this grant will vest as set forth on Exhibit A hereto. However, if regularly scheduled vest day falls on a Saturday, Sunday or other day when the principal stock exchange for the Ordinary Shares is closed for trading, the vest day shall mean the nearest preceding day when that stock exchange is open for trading.

4. Par Value . To the extent that Ordinary Shares issued upon settlement of my award of Restricted Units are newly issued Ordinary Shares, I hereby authorize the Company or any subsidiary to withhold from me via payroll deduction an amount equal to the nominal value, being US $0.01 per share, of such number of newly issued Ordinary Shares, or if such deduction is not made, I will pay or make arrangements with the Company for payment of such amount.

5. Transferability . Until the possibility of forfeiture lapses with respect to any of the Restricted Units, those units or any Ordinary Shares to be delivered with respect to the Restricted Units shall be non-transferable. I agree not to make, or attempt to make, any sale, assignment, transfer or pledge of any of the Restricted Units or Ordinary Shares prior to the date on which the possibility of forfeiture with respect to such shares lapses and the shares vest. Notwithstanding the foregoing provisions of this Paragraph 5, I am permitted to designate one or more primary and contingent beneficiaries to whom the Restricted Units will be transferred in the event of my death. The process for designating such beneficiaries is available through the Eaton Service Center at Fidelity.

6. Reorganizations, etc . In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or other event affecting the Company's Ordinary Shares, the number of Restricted Units and description or class of shares subject to this Award shall be equitably adjusted by the Management Committee so as to reflect that change.

7. Dividend Equivalents and Voting Rights . I acknowledge that there are no voting or dividend rights associated with the Restricted Units such as those available to holders of Ordinary Shares of the Company.

8. Tax Withholdings . I hereby authorize the Company or any subsidiary to withhold from any amounts otherwise payable to me, or any of my successors in interest, such federal, state, local or foreign taxes as may be required by law in connection with the award to me of Restricted Units or the lapse of the possibility of forfeiture thereof, which includes retaining a number of Ordinary Shares with a value equal to the amount of the withholding obligation. I agree that if such amounts are insufficient, I will pay or make arrangements satisfactory to the Company for payment of such taxes.

9. No Rights to Continued Employment . I acknowledge that this award of Restricted Units does not in any way entitle me to continued employment with the Company or any of its subsidiaries for the period during which the possibility of forfeiture continues or for any other period, and does not limit or restrict any right the Company or any of its subsidiaries otherwise may have to terminate my employment.

10 . Competition by Employee . I expressly acknowledge and agree that in the event that I voluntarily leave the employment of the Company or a subsidiary and within one year after the vesting of the Restricted Units enter into an activity as employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Management Committee, is in competition with the Company or a subsidiary, the amount of the total fair market value of such vested Restricted Units as of the vesting date shall inure to the benefit of the Company and I agree to promptly pay the same to the Company, unless the Management Committee in its sole discretion shall determine that such action by me is not inimical to the best interests of the Company or its subsidiaries.

11. Change of Control . Notwithstanding anything in this Agreement to the contrary, effective upon a Change of Control of the Company (as defined below), the Restricted Units shall vest and the forfeiture restrictions referred to in Paragraph 2 hereof shall lapse. For the purpose of this Agreement, a "Change of Control" shall mean:

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (i) the then outstanding Ordinary Shares of the Company (the "Outstanding Ordinary Shares") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Ordinary Shares and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding ordinary shares of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or


D.	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred as a result of any transaction or series of transactions which I, or any entity in which I am a partner, officer or more than 50% owner, initiate, if immediately following the transaction or series of transactions that would otherwise constitute a Change of Control, I, either alone or together with other individuals who are executive officers of the Company immediately prior thereto, beneficially own, directly or indirectly, more than 10% of the then outstanding Ordinary Shares of the Company or the ordinary shares of the corporation resulting from the transaction or series of transactions, as applicable, or of the combined voting power of the then outstanding voting securities of the Company or such resulting corporation.

12. Arbitration. In the event of any disputes or difference arising out of or relating to this Agreement, or with regard to performance of any obligation hereunder by either party hereto, both parties hereto shall use their best efforts to settle such dispute or difference in an amicable manner. Should such dispute or difference not be resolved or amicably settled between the parties hereto, such dispute or difference shall be finally settled by arbitration without recourse to the Courts. Arbitration shall be conducted in accordance with the Rules of Arbitration of the American Arbitration Association by three (3) arbitrators, one of whom shall be selected by the Company, one by me and a third by the two arbitrators so selected. In the event that the arbitrators selected by the Company and myself are unable to reach an agreement as to the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. Arbitration should be held in Cleveland, Ohio. In any dispute referred to arbitration, each party shall be given the opportunity to present to the arbitrators its evidence, witnesses and argument, and the right to be represented by counsel of its choice when the other party presents its evidence, witnesses and argument.

The decision and award of the arbitrators shall be in writing and shall be final and binding on the parties hereto. Judgment upon the award rendered may be entered in any Court having jurisdiction thereof or application may be made to such Court for a judicial acceptance of the award and an Order of Enforcement, as the case may be. The expenses of arbitration shall be borne in accordance with the determination of the arbitrators. Pending a decision by the arbitrators with respect to the dispute or difference undergoing arbitration, all other obligations of the parties hereto shall continue as stipulated herein and all monies not directly involved in such dispute or difference shall be paid when due.

13. Miscellaneous. Unless otherwise expressly provided herein, terms defined in the Plan shall have the same meanings when used in this Agreement. The Management Committee shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any Restricted Units without my consent. Also, the Restricted Units shall be null and void to the extent the grant of Restricted Units or the lapse of restrictions thereon is prohibited under the laws of the country of my residence or employment. The Management Committee may, in circumstances determined in its sole discretion, provide for the lapse of the above restrictions at earlier dates. The use of the masculine gender shall be deemed to include the feminine gender. In the event of a conflict between this Agreement and the Plan, the Plan shall control. This Agreement represents the entire understanding between us on the subject hereof and shall be governed in accordance with Ohio law, without giving effect to conflict of law principles.

Exhibit A

33% of the Restricted Units shall vest on the first anniversary of the Effective Date, 33% of the Restricted Units shall vest on the second anniversary of the Effective Date and 34% of the Restricted Units shall vest on the third anniversary of the Effective Date if I remain in the continuous employ of the Company or any Subsidiary on each such date.

Exhibit 10(m)

2013 RESTRICTED SHARE GRANT

RESTRICTED SHARE AWARD AGREEMENT UNDER THE

AMENDED AND RESTATED 2012 STOCK PLAN

Date of Grant:______________________________________

Name:_____________________________________________

Number and Type of Shares:__________________________

Award of Restricted Shares under the Eaton Corporation plc

Amended and Restated 2012 Stock Plan

The Compensation and Organization Committee (the “Committee”) of the Board of Directors of Eaton Corporation plc (the “Company”) has awarded you a number of restricted share awards effective as of____________ (the “Effective Date”) under the terms and conditions of the Company's Amended and Restated 2012 Stock Plan, as amended (the “Plan”). Information concerning the number of restricted shares awarded to you (the “Award”) is available online through the Eaton Service Center at Fidelity which may be accessed through the Company's website. You are required to accept the Award online at the Eaton Service Center at Fidelity. You acknowledge and agree as follows:

1. Acceptance . I hereby accept the aforementioned award on the terms and conditions provided in the Plan and this Agreement. Further, for each of the restricted share awards referred to above (the “Restricted Awards”), I hereby authorize the Company or any subsidiary to withhold from me via payroll deduction a nominal value amount equal to US $0.01 per share, or if such deduction is not made, I will pay or make arrangements with the Company for payment of such amount.

2. Restricted Share Awards . I acknowledge that, as of the Effective Date, the Restricted Awards have been awarded to me, contingent on the continuation of my service with the Company or any of its subsidiaries as provided herein. The Restricted Awards shall be forfeited and immediately cancelled if my employment with the Company or any of its subsidiaries is terminated under any circumstances whatsoever, including without limitation dismissal, resignation, divestiture of operations, disability or retirement. This possibility of forfeiture shall lapse according to the vesting schedule as published on the Company's records at the Eaton Service Center at Fidelity.

If any Restricted Awards are forfeited for any reason, I understand that I will not be entitled to any payment of cash or ordinary shares of the Company, nominal value $0.01 per share (“Ordinary Shares”) in respect of any Restricted Awards so forfeited.

3 . Vesting . Awards subject to this grant will vest as set forth on Exhibit A. However, if the regularly scheduled vest day falls on a Saturday, Sunday or other day when the principal stock exchange for the Ordinary Shares is closed for trading, the vest day shall mean the nearest preceding day when that stock exchange is open for trading.

4. Transferability . Until the possibility of forfeiture lapses with respect to any of the Restricted Awards, those awards or any Ordinary Shares to be delivered with respect to the Restricted Awards shall be non-transferable. I agree not to make, or attempt to make, any sale, assignment, transfer or pledge of any of the Restricted Awards or Ordinary Shares prior to the date on which the possibility of forfeiture with respect to such shares lapses and the shares vest. Notwithstanding the foregoing provisions of this Paragraph 4, I am permitted to designate one or more primary and contingent beneficiaries to whom the Restricted Awards will be transferred in the event of my death. The process for designating such beneficiaries is available through the Eaton Service Center at Fidelity.

5. Legends, Possession and Reorganization . I acknowledge that the certificates for the Restricted Shares will bear a legend referring to this Agreement and to the restrictions contained herein. I further acknowledge that the Company may elect to retain those certificates in its possession as a means of enforcing these restrictions. In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or other event affecting the Company's Ordinary Shares, the number description and/or class of the Restricted Shares shall be equitably adjusted by the Management Committee so as to reflect that change. Any new certificates for Restricted

Shares shall bear the legends referred to in this Section 5. No adjustment provided for in this Section 5 shall require the Company to sell or transfer a fractional share.

6. Dividends and Voting . If I am the shareholder of record on any record date for the payment of a dividend on the Restricted Shares, I will be entitled to receive the dividend when paid, regardless of whether or not the restrictions imposed by Section 2 have lapsed. If I am the shareholder of record on any record date for the taking of a vote by the shareholders of the Company, I will be entitled to vote the Restricted Shares regardless of whether or not the restrictions imposed by Section 2 hereof have lapsed.

7. Tax Withholdings . I hereby authorize the Company or any subsidiary to withhold from any amounts otherwise payable to me, or any of my successors in interest, such federal, state, local, or foreign taxes as may be required by law in connection with the award to me of Restricted Awards or the lapse of the possibility of forfeiture thereof, which includes retaining a number of Ordinary Shares with a value equal to the amount of the withholding obligation. I agree that if such amounts are insufficient, I will pay or make arrangements satisfactory to the Company for payment of such taxes.

8. No Rights to Continued Employment . I acknowledge that this award of Restricted Awards does not in any way entitle me to continued employment with the Company or any of its subsidiaries for the period during which the possibility of forfeiture continues or for any other period, and does not limit or restrict any right the Company or any of its subsidiaries otherwise may have to terminate my employment.

9. Competition by Employee . I expressly acknowledge and agree that in the event that I voluntarily leave the employment of the Company or a subsidiary and within one year after the vesting of the Restricted Awards enter into an activity as employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Management Committee, is in competition with the Company or a subsidiary, the amount of the total fair market value of such vested Restricted Awards as of the vesting date shall inure to the benefit of the Company and I agree to promptly pay the same to the Company, unless the Management Committee in its sole discretion shall determine that such action by me is not inimical to the best interests of the Company or its subsidiaries.

10. Change of Control . Notwithstanding anything in this Agreement to the contrary, effective upon a Change of Control of the Company (as defined below), the Restricted Awards shall vest and the forfeiture restrictions referred to in Paragraph 2 hereof shall lapse. For the purpose of this Agreement, a "Change of Control" shall mean:

corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Ordinary Shares and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding ordinary shares of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or


D.	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

11. Arbitration. In the event of any disputes or difference arising out of or relating to this Agreement, or with regard to performance of any obligation hereunder by either party hereto, both parties hereto shall use their best efforts to settle such dispute or difference in an amicable manner. Should such dispute or difference not be resolved or amicably settled between the parties hereto, such dispute or difference shall be finally settled by arbitration without recourse to the Courts. Arbitration shall be conducted in accordance with the Rules of Arbitration of the American Arbitration Association by three (3) arbitrators, one of whom shall be selected by the Company, one by me and a third by the two arbitrators so selected. In the event that the arbitrators selected by the Company and myself are unable to reach an agreement as to the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. Arbitration should be held in Cleveland, Ohio. In any dispute referred to arbitration, each party shall be given the opportunity to present to the arbitrators its evidence, witnesses and argument, and the right to be represented by counsel of its choice when the other party presents its evidence, witnesses and argument.

12. Miscellaneous. Unless otherwise expressly provided herein, terms defined in the Plan shall have the same meanings when used in this Agreement. The Management Committee shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any Restricted Awards without my consent. Also, the Restricted Awards shall be null and void to the extent the grant of Restricted Awards or the lapse of restrictions thereon is prohibited under the laws of the country of my residence or employment. The Management Committee may, in circumstances determined in its sole discretion, provide for the lapse of the above restrictions at earlier dates. The use of the masculine gender shall be deemed to include the feminine gender. In the event of a conflict between this Agreement and the Plan, the Plan shall control. This Agreement represents the entire understanding between us on the subject hereof and shall be governed in accordance with Ohio law, without giving effect to conflict of law principles.

Exhibit A

For Restricted Awards of less than 1,000 Ordinary Shares, the restrictions shall lapse with respect to 25% of the Ordinary Shares on the first anniversary of the Effective Date, 25% of the Ordinary Shares on the second anniversary of the Effective Date and 50% of the Ordinary Shares on the third anniversary of the Effective Date, if I remain in the continuous employ of the Company or any subsidiary on each such date.

For Restricted Awards of 1,000 or more Ordinary Shares, the restrictions shall lapse with respect to 30% of the Ordinary Shares on the second anniversary of the Effective Date, 30% of the Ordinary Shares on the third anniversary of the Effective Date and 40% of the Ordinary Shares on the fourth anniversary of the Effective Date, if I remain in the continuous employ of the Company or any subsidiary on each such date.

Exhibit 10(o)

Eaton Corporation plc

Award of Restricted Share Units Under the Eaton Corporation plc

Amended and Restated 2012 Stock Plan

(Non-Employee Director)



Name:
Number of Restricted Share Units:	subject to adjustment as provided in Sections 6 and 7
Grant Date:

Eaton Corporation plc (the “Company”) has awarded you a number of restricted share units of the Company effective as of __________ (the “Effective Date”) under the terms and conditions of the Company's Amended and Restated 2012 Stock Plan, as amended (the “Plan”). Information concerning the number of restricted share units awarded to you (the “Award”) is available online through the Eaton Service Center at Fidelity which may be accessed through the Company's website. By accepting the Award you acknowledge and agree as follows:

1. Acceptance . You accept the Award on the terms and conditions provided in the Plan and this Award Agreement.

2. Restricted Units . You acknowledge that, as of the Effective Date, the restricted share units referred to above (the “Restricted Units”) have been awarded to you, contingent on the continuation of your service on the Company's Board of Directors (the “Board”) until the Restricted Units have vested in accordance with Section 3. Each Restricted Unit represents the right to receive one ordinary share having a nominal value of US$0.01 per share (“Ordinary Share”) of the Company, which Ordinary Share shall be issued to you as soon as practicable following the vesting of the Restricted Unit in accordance with Section 3, provided that any fractional Restricted Units shall be settled in cash.

If any Restricted Units are forfeited for any reason, you acknowledge that you will not be entitled to any payment of cash or Ordinary Shares in respect of any Restricted Units so forfeited. .

3. Vesting . This Award will vest and the Restricted Units will become immediately nonforfeitable upon the occurrence of any one of the following events:


a.	your service on the Board ends due to your death or disability at any time following the Effective Date; or


b.	your retirement from the Board on the mandatory Board retirement date at any time following the Effective Date; or


c.	upon a Change of Control of the Company at any time following the Effective Date.

4. Par Value . To the extent that Ordinary Shares issued upon settlement of your award of Restricted Units are newly issued Ordinary Shares, you hereby agree to pay or make arrangements satisfactory to the Company for payment of an amount equal to the nominal value, being US$0.01 per share, of such number of newly issued Ordinary Shares.

5. Transferability . Until the possibility of forfeiture lapses with respect to any of the Restricted Units, those units or any Ordinary Shares to be delivered with respect to the Restricted Units shall be non-transferable. You agree not to make, or attempt to make, any sale, assignment, transfer or pledge of any of the Restricted Units or Ordinary Shares prior to the date on which the possibility of forfeiture with respect to such units lapses and the Restricted Units vest. Notwithstanding the foregoing provisions of this Paragraph 5, you are permitted to designate one or more primary and contingent beneficiaries to whom the Restricted Units will be transferred in the event of your death. The process for designating such beneficiaries is available through the Eaton Stock Plan Service Center at Fidelity.

6. Reorganizations, etc . In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or other event affecting the Company's Ordinary Shares, the number of the Restricted Units shall be equitably adjusted so as to reflect that change.

7. Dividend Equivalents. On each date on which cash dividends are paid on Ordinary Shares of the Company, the amount of Restricted Units set forth in this Agreement shall be increased by an amount equal to the quotient of (A) the dollar amount of dividends that would have been paid on such date with respect to the number of Ordinary Shares underlying

the Restricted Units (if such Restricted Units had vested on such date) (including any fractional Restricted Units) and (B) the fair market value of the Company's Ordinary Shares (which shall be the closing price of a share as quoted on the New York Stock Exchange on the date such dividends are paid). The number of Restricted Units (and any fractions thereof) resulting will be considered Restricted Units for purposes of this Agreement and will be subject to all of the terms, conditions and restrictions set forth herein.

8. No Rights as Shareholder . You acknowledge that this award of Restricted Units does not provide you any rights as a shareholder of the Company, including but not limited to any right to vote or to receive any dividends.

9. Change of Control . For the purpose of this Agreement, a "Change of Control" shall mean:

Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Ordinary Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 55% of, respectively, the then outstanding Ordinary Shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Ordinary Shares and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding ordinary shares of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or


d.	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred as a result of any transaction or series of transactions which you, or any entity in which you are a partner, officer or more than 50% owner, initiate, if immediately following the transaction or series of transactions that would otherwise constitute a Change of Control, you, either alone or together with other individuals who are directors or executive officers of the Company immediately prior thereto, beneficially own, directly or indirectly, more than 10% of the then outstanding Ordinary Shares of the Company or the ordinary

shares of the corporation resulting from the transaction or series of transactions, as applicable, or of the combined voting power of the then outstanding voting securities of the Company or such resulting corporation.

10. Tax Withholdings . You hereby authorize the Company to withhold from any amounts otherwise payable to you, or any of your successors in interest, such federal, state, local or foreign taxes as may be required by law in connection with the award to you of Restricted Units or the lapse of possibility of forfeiture thereof. You agree that if such amounts are insufficient, you will pay or make arrangements satisfactory to the Company for payment of such taxes.

11. Miscellaneous. Unless otherwise expressly provided herein, terms defined in the Plan shall have the same meanings when used in this Agreement. The Restricted Units shall be null and void to the extent the grant of Restricted Units or the lapse of restrictions thereon is prohibited by law. The Governance Committee of the Board may, in circumstances determined in its sole discretion, provide for the lapse of the above restrictions and the vesting of the Restricted Units at earlier dates. The use of the masculine gender shall be deemed to include the feminine gender. In the event of a conflict between this Agreement and the Plan, the Plan shall control. This Agreement represents the entire understanding between the parties on the subject hereof and shall be governed in accordance with Ohio law. The Award is intended to be exempt from the application of Section 409A of the U.S. Internal Revenue Code (“Section 409A”), and this Agreement shall be construed, administered, and governed in a manner that effects such intent. However, the Company does not represent or guarantee that any particular U.S. federal, state, local or other tax consequences will occur because of this Agreement and the compensation provided hereunder, and, if it should be determined that Section 409A is applicable to the Restricted Units, then any vested Restricted Units will be paid within 30 days following the earlier of your separation from service with the Company (within the meaning of Section 409A) or the occurrence of a Change of Control that constitutes a “change in the ownership”, a “change in the effective control”, or a “change in the ownership of a substantial portion of the assets” of the Company (within the meaning of Section 409A), or upon such later date as may be required pursuant to Section 409A.

EATON CORPORATION PLC

By________________________________________

Thomas E. Moran

ACCEPTANCE OF RESTRICTED SHARE UNIT AWARD BY PARTICIPANT

Accepted by _________________________________

Signature

Date _______________________________________

Exhibit 10(p)

2013 STOCK OPTION GRANT

STOCK OPTION AGREEMENT UNDER THE

AMENDED AND RESTATED 2012 STOCK PLAN

Date of Grant:________________________________________

Name:_______________________________________________

Number and Type of Shares:____________________________

Expiration Date:______________________________________

EATON CORPORATION plc, an Irish company (the "Company"), hereby grants to the Option holder, in consideration of service by him or her to the Company or a subsidiary of the Company (a “Subsidiary”), the option to purchase from the Company from time to time during a period which shall end at the close of business on the tenth anniversary of the date of the granting of this option (such period being referred to as the “fixed term of the option”), unless sooner terminated as hereinafter provided, the number of ordinary shares of the Company with a par value of one cent each (the "Ordinary Shares") specified in the Option holder's account available online through the Eaton Benefits Center at Fidelity, or in any other method of communication designated by the Company and communicated to the Option holder. For purposes of the foregoing sentence, “close of business” shall mean 4:00 p.m. Eastern Time on the tenth anniversary of the date of grant. However, if that day falls on a Saturday, Sunday or other day when the principal stock exchange for the Ordinary Shares is closed for trading, “close of business” shall mean 4:00 p.m. Eastern Time on the nearest preceding day when that stock exchange is open for trading. This option is subject to, and is granted in accordance with, the Amended and Restated 2012 Stock Plan, as amended (the "2012 Plan"), and upon the terms and conditions herein set forth.


I.	TERMS OF EXERCISE OF OPTION


A.	By the Option holder while an Employee of the Company or a Subsidiary

The Option holder may exercise this option only after he or she remains in the continuous employment of the Company for a period of one year from the date of granting of this option and only as to the number of shares which become vested thereafter as set forth on Exhibit A. Employment by a Subsidiary shall be counted as employment by the Company.

The Compensation and Organization Committee of the Board of Directors of the Company (the “Committee”) reserves the right to decide to what extent leaves of absence for government or military service, illness, temporary disability, or other reasons shall not be deemed to be an interruption of continuous employment.


A.	By the Option holder When No Longer Employed by Either the Company or a Subsidiary


1.	Retirement.

If the Option holder ceases to be an employee of the Company or a Subsidiary as a result of retirement on or after normal retirement age (age 65 for U.S. employees), or on or after age 50 with 10 years of service to the Company or a Subsidiary (early retirement), or as a result of disability covered by the Company's or a Subsidiary's long-term disability benefit plan, he or she may exercise this option with respect to all Ordinary Shares then subject to this option which are vested at the date of such retirement or termination for disability, as applicable, in accordance with the vesting schedule referred to in Section I.A above, for a period not to exceed the shorter of the remaining term of this option or five years after the termination date.


2.	Divestiture of a Facility.

If the Option holder ceases to be an employee as a result of the divestiture of a facility where the Option holder is employed, he or she may exercise this option with respect to all Ordinary Shares then subject to this option, both vested and unvested, for a period not to exceed 90 days after the effective date of the divestiture. If the divestiture results in the retirement of the Option holder (as described in Subsection B.1), then he or she may exercise this option with respect to all Ordinary Shares then subject to this option (both vested and unvested) for a period not to exceed the shorter of the remaining term of the option or five years after the retirement date.


3.	Other Terminations.

If the Option holder ceases to be an employee for any reason other than those described in Subsections B.1. or B.2., he or she may exercise this option only for the number of Ordinary Shares which are vested at the time he or she ceased to be an employee, and only for a period not to exceed 90 days following the termination of employment.


4.	Company Discretion.

In the case of a termination of an officer of the Company under Subsections B.1 or B.3, the officer may exercise this option for such number of Ordinary Shares that is greater than the number provided by those Subsections as the Committee may authorize by acceleration of vesting or extension of the exercise period (but not beyond the ten year term of this option).

In the case of the termination of employment of an employee who is not an officer of the Company under Subsections B.1 or B.3, the employee may exercise this option for such number of Ordinary Shares greater than provided by those Subsections as the Management Compensation Committee, consisting of officers, (“Management Committee”) may authorize by acceleration of vesting or extension of the exercise period (but not beyond the ten year term of this option).

The Option holder should have no expectation that the Committee or the Management Committee will take any discretionary action contemplated by this Subsection B.4.

5. Incentive Stock Options

To receive the favorable tax treatment afforded Incentive Stock Options, the Incentive Stock Option must be exercised within 90 days of retirement or termination or within one year of termination of employment in case of permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended). Incentive Stock Options that are not exercised within those periods will, for tax purposes, be treated the same as Non-Qualified Stock Options.

C. By the Option holder After Change in Position

If the Option holder should be assigned to any position with the Company or Subsidiary which is, in the sole and absolute discretion of either the Committee or Management Committee, of lesser responsibility than that which is held by the Option holder upon the date hereof, thereafter the Option holder may exercise this option (during the term of the option) only for the number of Ordinary Shares for which the option was exercisable at the time of such assignment or such greater number of Ordinary Shares as determined by the Committee in the exercise of its sole and absolute discretion.

D. In Case of the Death of the Option holder

Upon the death of the Option holder, this option shall be exercisable by the Option holder's estate, or by a person who has acquired the right to exercise this option by bequest or inheritance, (i) during the period of 5 years after the date of death (but no later than the end of the fixed term of the option) for the number of Ordinary Shares for which the option was exercisable upon the date of death, and (ii) during such period of time, if any (but ending no later than the end of the fixed term of the option), which the Committee may determine in its sole and absolute discretion, for the number of Ordinary Shares for which the Option holder could have exercised this option in accordance with its terms prior to the expiration of that period of time if the Option holder had lived.


E.	Term and Acceptance of Option

The option shall in no event be exercisable after the expiration of 10 years from the date of the granting of the option, notwithstanding anything to the contrary herein. The option hereby granted shall be considered terminated and cancelled, in whole or in part, to the extent that it can no longer be exercised under the terms hereof or under the terms of the 2012 Plan, for the Ordinary Shares originally subject to this option. The option may be accepted by the option holder in the manner specified online through Eaton Stock Plan Services at Fidelity or in any other manner designated by the Company and communicated to the option holder.


I.	EXERCISING OPTION--RIGHTS AS A SHAREHOLDER

A. Exercise and Payment

This option shall be exercised and the Ordinary Shares acquired on such exercise shall be sold only at a time when the principal stock exchange for the Ordinary Shares is open for business. An exercise of this option will be effective when the person or estate entitled to exercise it shall indicate the decision to do so, as to all or any part of the Ordinary Shares for which it may then be exercised, by any method of communication expressly authorized by the Company, and at the same time tenders or makes available to the Company (by any method expressly authorized by the Company) payment in full for the exercise price in cash or by delivery to the Company of Ordinary Shares owned by the Option holder, or acquired hereunder (cashless exercise), or by tender of a combination of cash and Ordinary Shares. A partial exercise of this option shall not affect the right to exercise it from time to time thereafter as to the remaining Ordinary Shares subject to the option.

B. Shareholder Rights

No holder of this option shall have any rights as a shareholder with respect to any Ordinary Shares subject to the option unless and until he or she shall have received a certificate or certificates for such Ordinary Shares. Subject to compliance with all the terms and conditions hereof and of the 2012 Plan, including all rules, regulations and determinations of the Committee, the Company shall, as promptly as possible after any exercise of this option and sale of the Ordinary Shares acquired on such Exercise, deliver funds once adequate provision has, in the judgment of the Company, been made for any and all withholding taxes in respect of the exercise of the option and sale of the Ordinary Shares acquired on such Exercise.

III. TRANSFER OF OPTION

This option shall not be transferable otherwise than by will or the law of descent and distribution or, in the case of a Non-Qualified Stock Option, to the extent permitted by rules or regulations under Section 16(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) and as adopted by the Committee.

IV. COMPLIANCE WITH LAWS, REGULATIONS AND RULES

The Company will use its reasonable best efforts to comply with all federal and state laws or other applicable laws and regulations and all rules for domestic stock exchanges on which its Ordinary Shares may be listed, which apply to the issuance of the Ordinary Shares subject to this option, and to obtain such consents and approvals to such issuance which it deems advisable from federal and state bodies having jurisdiction of such matters. However, anything herein to the contrary notwithstanding, this option shall not be exercisable, and the Company shall not be obligated to issue or deliver any certificate for shares subject to this option, in violation of any such laws, regulations or rules and unless and until such consents and approvals have been obtained. Any share certificate issued to evidence Ordinary Shares as to which this option is exercised may bear such legends and statements as the Committee shall deem advisable to assure compliance with federal and state laws or other applicable laws and regulations.

If a person or an estate purporting to acquire the rights to exercise this option by bequest or inheritance shall attempt to exercise this option, the Company may require reasonable evidence as to the ownership of this option and may request such consents and releases of taxing authorities as it deems advisable.

V. ADJUSTMENT UPON CHANGE OF SHARES

In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or other event affecting Ordinary Shares, the number, description or class of Ordinary Shares subject to this option, the price per share payable upon exercise of this option and the conditions on which this option shall become exercisable, shall be equitably adjusted by the Committee so as to reflect such change provided such adjustment shall not reduce the price payable per Ordinary Share to less than its par value. No adjustment provided for in this Section V shall require the Company to sell or transfer a fractional share.


I.	EFFECT ON EMPLOYMENT

The granting of this option shall not give the Option holder any right to be retained in the employ of the Company or any Subsidiary, and shall not affect any right of the Company or any Subsidiary to terminate the employment of the Option holder

at any time with or without assigning a reason therefore to the same extent as the Company or any Subsidiary might have done if this option had not been granted.

VII. COMPETITION BY OPTION HOLDER

In the event that the Option holder voluntarily leaves employment of the Company or a Subsidiary and within one (1) year after exercise of any portion of this option enters into an activity as employee, agent, officer, director, principal or proprietor which, in the sole judgment of the Committee, is in competition with the Company or a Subsidiary, the amount by which the fair market value per share on the date of exercise of any such portion exceeds the option price per Ordinary Share hereunder, multiplied by the number of Ordinary Shares subject to such exercised portion, shall inure to the benefit of the Company and the Option holder shall pay the same to the Company, unless the Committee in its sole discretion shall determine that such action by the Option holder is not inimical to the best interest of the Company or its Subsidiaries.

VIII. CHANGE OF CONTROL

A. Exercise of Option

Notwithstanding anything in Section I.A to the contrary, effective upon a Change of Control of the Company (as defined below), this option shall become fully exercisable for 100% of the Ordinary Shares subject to this option.

B. Definition

For the purpose of this Agreement, a "Change of Control" shall mean:

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (i) the then outstanding Ordinary Shares of the Company (the "Outstanding Ordinary Shares") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection 1, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Ordinary Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 55% of, respectively, the then outstanding ordinary shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Ordinary Shares and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding ordinary shares of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a

majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or


4.	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred as a result of any transaction or series of transactions which the Option holder, or any entity in which the Option holder is a partner, officer or more than 50% owner initiates, if immediately following the transaction or series of transactions that would otherwise constitute a Change of Control, the Option holder, either alone or together with other individuals who are executive officers of the Company immediately prior thereto, beneficially owns, directly or indirectly, more than 10% of the then outstanding Ordinary Shares of the Company or ordinary shares the corporation resulting from the transaction or series of transactions, as applicable, or of the combined voting power of the then outstanding voting securities of the Company or such resulting corporation.

IX. ENFORCEABILITY AND ARBITRATION

This Agreement shall be binding upon and inure to the benefit of the Company, and its successors and assigns, and upon the personal representatives, executors, administrators, legatees and distributees of the Option holder. In the event of any disputes or difference arising out of or relating to this Agreement, or with regard to performance of any obligation hereunder by either party hereto, both parties hereto shall use their best efforts to settle such dispute or difference in an amicable manner. Should such dispute or difference not be resolved or amicably settled between the parties hereto, such dispute or difference shall be finally settled by arbitration without recourse to the Courts. Arbitration shall be conducted in accordance with the Rules of Arbitration of the American Arbitration Association by three (3) arbitrators, one of whom shall be selected by the Company, one by the Option holder and a third by the two arbitrators so selected. In the event that the arbitrators selected by the Company and the Option holder are unable to reach an agreement as to the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. Arbitration should be held in Cleveland, Ohio. In any dispute referred to arbitration, each party shall be given the opportunity to present to the arbitrators its evidence, witnesses and argument, and the right to be represented by counsel of its choice when the other party presents its evidence, witnesses and argument.

The decision and award of the arbitrators shall be in writing and shall be final and binding on the parties hereto. Judgment upon the award rendered may be entered in any Court having jurisdiction thereof or application may be made to such Court for a judicial acceptance of the award and an Order of Enforcement, as the case may be. The expenses of arbitration shall be borne in accordance with the determination of the arbitrators with respect thereto. Pending decision by the arbitrators with respect to the dispute or difference undergoing arbitration, all other obligations of the parties hereto shall continue as stipulated herein and all monies not directly involved in such dispute or difference shall be paid when due.

X. 2012 PLAN CONTROLS

The terms and conditions of the 2012 Plan, as amended from time to time in accordance with the provisions of Section 12 thereof, shall control the terms and conditions of this option, and anything contained in this Agreement inconsistent with or in violation of the terms and conditions of the 2012 Plan shall be of no force or effect and shall not be binding upon the Company or the Option holder. The 2012 Plan and this Agreement represent the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings, whether written or oral.

XI. CONSTRUCTION

It is intended that acquisition of this option by the Option holder shall qualify for exemption from the provisions of Section 16(b) of the Exchange Act, and each and every provision of this Agreement shall be construed, interpreted and administered so that the grant of this option, whether made to an officer or director of the Company or to any other employee of the Company or a Subsidiary, shall so qualify. Any provision of this Agreement that cannot be so construed, interpreted and administered shall be of no force or effect.

XII. GOVERNING LAW

This Agreement shall be construed in accordance with the laws of the State of Ohio, except as otherwise specifically provided herein.

Exhibit A

The Option will vest with respect to 33% of the Ordinary Shares on the first anniversary of the date of grant, 33% of the Ordinary Shares on the second anniversary of the date of grant and 34% of the Ordinary Shares on the third anniversary of the date of grant if the Option holder remains in the continuous employ of the Company or any Subsidiary on each such date.

Exhibit 10(w)

AMENDMENT TO 2012 STOCK PLAN

Pursuant to Section 14 of the Amended and Restated 2012 Stock Plan, Effective April 25, 2012 (Amended and Restated effective November 30, 2012) (the “Plan”), the Plan is hereby amended as follows, effective as of December 12, 2012. Terms not otherwise defined herein shall have the same meaning as those terms are defined in the Plan.

1. Amendment to Section 6. Section 6 of the Plan is hereby amended and restated in its entirety to read as follows:

Each person who on the grant date (as defined below in this Section 6) is serving as a non-employee director automatically shall be granted a number of restricted shares or restricted share units, as determined in the sole and absolute discretion of the Governance Committee, equal to the quotient resulting from dividing (i) the annual retainer in effect on the grant date, by (ii) the closing price of a share on the New York Stock Exchange on the Monday immediately prior to the grant date or if that date is not a trading day on the New York Stock Exchange, the trading day immediately preceding that Monday. The grant date is the fourth Wednesday of each January, beginning with January of 2013. Notwithstanding anything to the contrary herein, no non-employee director shall receive any award under the Plan for a particular year if that director receives such a grant under any other stock plan of the Company. Restricted shares are actual shares issued to the non-employee directors which are subject to the terms and conditions set forth in the Award Agreement as approved by the Governance Committee. Restricted share units are awards denominated in units of shares under which settlement is subject to the terms and conditions set forth in the Award Agreement as approved by the Governance Committee. Each restricted share unit shall be equal to one share and shall, subject to satisfaction of any terms and conditions, entitle a recipient to the issuance of one share (or such equivalent value in cash) in settlement of the award.

Exhibit 10(y)

2013 NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN

I. Purpose

The 2013 Non-Employee Director Fee Deferral Plan (the "Plan") enables each Director of Eaton Corporation plc ("Eaton" or the "Company") who is not employed by the Company or any of its subsidiaries to defer receipt of fees that may be payable to him or her for future services as a member of the Board of Directors of the Company (the "Board") or as chairman or as a member of any committee of the Board. The purpose of the Plan is to help attract and retain highly qualified individuals to serve as members of the Company's Board of Directors and as members of committees thereof.

II. Eligibility

All members of the Board who are not employed by the Company or any of its subsidiaries are eligible to participate in the Plan with respect to amounts earned as fees for services as a member of the Board or as Chair or a member of any committee of the Board.

III. Definitions

The terms used herein shall have the following meanings:

Account - A bookkeeping account established by Eaton for a Participant to which may be credited Deferred Fees and earnings or losses thereon.

Agreement - A written agreement between Eaton and a Participant deferring the receipt of Fees and indicating the term of the deferral.

Beneficiary - The person or entity designated in writing executed and delivered by the Participant to the Committee. If that person or entity is not living or in existence at the time any unpaid balance of Deferred Fees becomes due after the death of a Participant, the term "Beneficiary" shall mean the Participant's estate or legal representative or any person, trust or organization designated in such Participant's will.

Board - The Board of Directors of Eaton.

Change in Control - Shall be deemed to have occurred upon the occurrence of (i) a change in the ownership of Eaton, (ii) a change in effective control of Eaton, or (iii) a change in the ownership of a substantial portion of the assets of Eaton. For purposes of this definition, except as provided below, a change in the ownership of a Eaton occurs on the date that any one (1) person, or more than one (1) person acting as a group (as defined in Treasury Regulation § 1.409A-3(i)(5)(v)(B)), acquires ownership of shares of Eaton that, together with shares held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of the shares of Eaton. However, if any one (1) person, or more than one (1) person acting as a group, is considered to own more than fifty (50) percent of the total fair market value or total voting power of the shares of Eaton, the acquisition of additional shares by the same person or persons is not considered to cause a change in the ownership of Eaton (or to cause a change in the effective control of Eaton). An increase in the percentage of shares owned by any one (1) person, or persons acting as a group, as a result of a transaction in which Eaton acquires its shares in exchange for property will be treated as an acquisition of shares for purposes hereof. This shall apply only when there is a transfer of shares of Eaton (or issuance of shares of Eaton) and shares in Eaton remain outstanding after the transaction. A change in the effective control of Eaton occurs only on either of the following dates: (1) The date any one (1) person, or more than one (1) person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of shares of Eaton possessing thirty (30) percent or more of the total voting power of the shares of Eaton; or (2) the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the individuals who had comprised the Board before the date of the appointment or election. A change in the ownership of a substantial portion of Eaton assets occurs on the date any one (1) person, or more than one (1) person acting as a group, acquired (or has acquired during the 12- month period ending on the date of the most recent acquisition by such person or persons) assets from Eaton that have a total gross fair market value equal to or more than forty (40) percent of the total gross fair market value of all of the assets of Eaton immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of Eaton, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Application of this definition shall be further subject to rules set forth in Treasury Regulation §1.409A-3(i) relating to persons acting as a group, transfers to related persons, and certain back-to-back arrangements.

Code - Internal Revenue Code of 1986, as it may be amended from time to time.

Committee - The Governance Committee of the Board or such other committee as the Board may from time to time designate for purposes of administration of the Plan.

Common Share Retirement Deferred Fees - Retirement Deferred Fees that are converted into share units in accordance with Article VI.

Deferred Fees - That portion of Fees deferred pursuant to the Plan.

Eaton - Eaton Corporation plc, an Irish corporation, and its corporate successors.

Eaton Common Shares - Ordinary shares, nominal value of $0.01 per share in Eaton.

Fees - Any amount payable to a Participant for services as a member of the Board or as Chair or a member of any committee of the Board.

Interest Rate Retirement Deferred Fees - Retirement Deferred Fees that are credited with Treasury Note Based Interest in accordance with Article VI.

Participant - A member of the Board who is not an employee of Eaton or any of its subsidiaries and who elects to defer receipt of Fees under the Plan.

Periodic Installments - Annual payments, over a period not to exceed 15 years, as elected by the Participant in accordance with the terms of the Plan, which are substantially equal in amount, or, in the case of Common Share Retirement Deferred Fees, substantially equal in the number of share units being valued and paid or the number of Eaton Common Shares being distributed, except that earnings attributable to periods following Retirement or Termination of Service as a Director shall be included with each payment.

Plan - This 2013 Non-Employee Director Fee Deferral Plan pursuant to which Fees may be deferred for later payment, adopted December 12, 2012 and effective January 1, 2013, as set forth herein.

Retirement - The Termination of Service as a Director of a Participant who has five (5) years of service as a member of the Board and/or as a member of the Board of Directors of Eaton Corporation.

Retirement Deferred Fees - That portion of Fees deferred for payment at Retirement or in Periodic Installments commencing at Retirement, as elected by the Participant in accordance with Article IV.

Short-Term Deferred Fees - That portion of Fees deferred for payment as elected by the Participant in accordance with Article V.

Termination and Change in Control - The Termination of Service as a Director of a Participant for any reason whatsoever prior to a Change in Control if there is a subsequent Change in Control or the Termination of Service as a Director of a Participant for any reason whatsoever during the two (2)-year period immediately following a Change in Control.

Termination of Service as a Director - The time when a Participant shall no longer be a member of the Board, whether by reason of retirement, death, voluntary resignation, divestiture, removal (with or without cause), or disability.

Treasury Bill Interest Equivalent - A rate of interest equal to the quarterly average yield of 13-week U.S. Government Treasury Bills.

Treasury Note Based Interest - A rate of interest equal to the average yield of 10-year U.S. Government Treasury Notes plus 300 basis points.

IV. Election to Defer

Section 4.01 Deferral Options. For each calendar year commencing with 2013, a Participant may elect to defer the receipt of all or part of his or her Fees as Short-Term Deferred Fees or Retirement Deferred Fees. Once a Participant has made an effective election, he or she may not thereafter change that election or change any allocation between Short-Term Deferred Fees or Retirement Deferred Fees.

Section 4.02 Amount Deferred. Not less than ten (10) percent of Fees payable for any calendar year may be deferred under the Plan. If a Participant elects to allocate a portion of Fees to both Short-Term Deferred Fees and Retirement Deferred Fees, the amount allocated to each shall be not less than ten (10) percent of the Fees payable for any calendar year.

Section 4.03 Election Deadline. To be in effect for a calendar year, a Participant's election must be completed, signed and filed with the Committee on or before December 31 of the immediately preceding calendar year, except that in the case of the first year in which a Participant becomes eligible to participate in the Plan, such election may be made with respect to services performed subsequent to the election within thirty (30) days after the date the Participant becomes eligible to participate in the Plan.

Section 4.04 Additional Terms. At the time the Participant elects to defer all or part of his or her Fees for a calendar year as Short-Term Deferred Compensation, the Participant shall also specify the year in which payment of such amount shall commence (which shall not be prior to the second year following the calendar year for which the Fees were deferred) and the method of payment selected from those permitted under Article V, provided that payment shall commence on or about March 15 of the specified year. At the time the Participant elects to defer all or part of his or her Fees for a calendar year as Retirement Deferred Fees, the Participant shall also specify that payment of such amounts be made in a lump sum or in Periodic Installments, including the term of such Periodic Installments, upon Retirement, provided that the date of payment or commencement shall be on or about March 15 of the year following the date of such Retirement, subject to the provisions of Section 6.06.

V. Short-Term Deferred Fees

If elected by a Participant, payment of the amount of Fees allocated to Short-Term Deferred Fees will be deferred. Short-Term Deferred Fees shall be credited to the Participant on the date such amount would have been distributed to him or her if there had been no valid deferral election by establishing an Account in the Participant's name. Treasury Bill Interest Equivalents shall be credited quarterly to the Participant's Short-Term Deferred Fees Account until such compensation is paid to the Participant. Short-Term Deferred Fees, together with credited Treasury Bill Interest Equivalents, shall be paid to the Participant in a lump sum or in not more than five annual installments, as elected by the Participant. Upon the death of a Participant prior to payment of such amounts, payment shall be made to his or her Beneficiary in a lump sum within ninety (90) days of the date of such death.

VI. Retirement Deferred Fees

Section 6.01 Duration. If elected by a Participant, payment of the amount of Fees allocated to Retirement Deferred Fees will be deferred to Retirement. Retirement Deferred Fees shall be credited to the Participant on the date such amount would have been distributed to him or her if there had been no valid deferral election by establishing an Account in the Participant's name.

Section 6.02 Common Share Retirement Deferred Fees. Between fifty (50) percent and one hundred (100) percent, as elected by the Participant, of the amount allocated to Retirement Deferred Fees shall be credited to Common Share Retirement Deferred Fees, and the balance shall be credited to Interest Rate Retirement Deferred Fees.

Common Share Retirement Deferred Fees shall be converted into a number of share units based upon the average of the mean prices for Eaton Common Shares for the twenty trading days of the New York Stock Exchange during which Eaton Common Shares were traded immediately preceding the end of the calendar quarter in which the Fees to be deferred were earned. For purposes of the Plan, "mean price" shall be the mean of the highest and lowest selling prices for Eaton Common Shares quoted on the New York Stock Exchange on the relevant trading day. On each Eaton Common Share dividend payment date, dividend equivalents equal to the actual Eaton Common Share dividends paid shall be credited to the share units in the Participant's Account, and shall in turn be converted into share units utilizing the mean price for Eaton Common Shares on the dividend payment date.

Upon payment of Common Share Retirement Deferred Fees in Eaton Common Shares, the share units standing to the Participant's credit shall be converted to the same number of Eaton Common Shares for distribution to the Participant.

Section 6.03 Interest Rate Retirement Deferred Fees. Retirement Deferred Fees not credited to Common Share Retirement Deferred Fees shall be credited to Interest Rate Retirement Deferred Fees. Interest Rate Retirement Deferred Fees shall be credited to the Interest Rate Retirement Deferred Fees Account, which shall earn Treasury Note Based Interest, compounded quarterly, until paid.

Section 6.04 Periodic Installments. In the event of the death of a Participant who has commenced receiving Periodic Installments, the entire remaining amount of his or her Retirement Deferred Fees shall be distributed to the Participant's Beneficiary. Such distribution shall be made in a lump sum within ninety (90) days of the date of such death.

Section 6.05 Termination of Service as a Director. The Retirement Deferred Fees Account of a Participant whose Termination of Service as a Director occurs for reasons other than Retirement shall be distributed in a lump sum within sixty (60) days following the Participant's Termination of Service as a Director for reasons other than Retirement; subject, however, to the limitations set forth in Section 6.06.

Earnings shall be credited on undistributed Retirement Deferred Fees Accounts, and annual installment payments shall be adjusted to reflect such additional earnings, based on the remaining number of installment payments to be distributed and based on Treasury Note Based Interest, computed quarterly.

Section 6.06 Limitations on Distribution. Notwithstanding any provision of the Plan to the contrary, Fees deferred under the Plan shall not be distributed earlier than the first to occur of the following:

(a) separation from service as determined by the Secretary of the Treasury;

(b) the date the Participant becomes disabled (within the meaning of Section 409A(a)(2)(C) of the Code);

(a) death of the Participant;

(b) a specified time (or pursuant to a fixed schedule) specified under the Plan at the date of the deferral of such Fees;

(c) to the extent provided by the Secretary of the Treasury, a change in the ownership or effective control of Eaton, or in the ownership of a substantial portion of the assets of Eaton; or

(d) the occurrence of an unforeseeable emergency as defined in Section 409A(a)(2)(B)(ii) of the Code.

VII. Amendment and Termination

Section 7.01 Right to Amend or Terminate. Eaton fully expects to continue the Plan but it reserves the right, except as otherwise provided herein, at any time by action of the Committee, to modify, amend or terminate the Plan for any reason, including adverse changes in the federal tax laws. Notwithstanding the foregoing, upon the occurrence of a Change in Control, no amendment, modification or termination of the Plan shall, without the consent of any particular Participant, alter or impair any rights or obligations under the Plan with respect to that Participant.

Section 7.02 American Jobs Creation Act of 2004. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by Eaton to reflect or otherwise facilitate compliance with such provisions with respect to amounts deferred on and after January 1, 2013, including as contemplated by Section 885(f) of the American Jobs Creation Act of 2004.

Section 7.03 Plan Termination in Connection with Change in Control. The Board shall have the authority, in its sole discretion, to terminate the Plan and pay each Participant's entire Account to the Participant or, if applicable, his Beneficiary, pursuant to an irrevocable action taken by the Board within the thirty (30) days preceding a Change in Control. This Section 7.03 will only apply to a payment under the Plan if all agreements, methods, programs, and other arrangements sponsored by the “service recipient” (as defined under Treasury Regulation § 1.409A-1(g)) immediately after the time of the Change in Control event with respect to which deferrals of compensation are treated as having been deferred under a single plan within the meaning of Treasury Regulation § 1.409A-1(c) (2) are terminated and liquidated with respect to each Participant that experienced the Change in Control event, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within 12 months of the date the service recipient irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs and other arrangements. Solely for purposes of this Section 7.03, where the Change in Control event results from an asset purchase transaction, the applicable service recipient with the discretion to liquidate and terminate the agreements, methods, programs, and other arrangements is the service recipient that is primarily liable immediately after the transaction for the payment of the deferred compensation.

VIII. Administration

The Plan shall be administered by the Committee. The Committee shall interpret the provisions of the Plan where necessary and may adopt procedures for the administration of the Plan which are consistent with the provisions of the Plan and any rules adopted by the Committee.

Each Participant or Beneficiary must claim any benefit to which such Participant or Beneficiary may be entitled under the Plan by a written notification to the Committee. If a claim is denied, it must be denied within a reasonable period of time in a written notice stating the specific reasons for the denial. The claimant may have a review of the denial by the Committee by filing a written notice with the Committee within sixty (60) days after the notice of the denial of his or her claim. The written decision by the Committee with respect to the review must be given within one hundred and twenty (120) days after receipt of the written request.

The determinations of the Committee shall be final and conclusive.

IX. Termination and Change in Control

Section 9.01 Termination and Change in Control. Notwithstanding anything herein to the contrary other than Section 6.06, upon the occurrence of a Termination and Change in Control, the Participants shall be entitled to receive from the Company the payments as provided in Section 9.02.

Section 9.02 Payment Requirement. No later than the date a Participant makes an initial election under the Plan, the Participant shall select one of the payment alternatives set forth below with respect to the Participant's Account. The payment alternatives are as follows:

(a) a Lump Sum Payment within thirty (30) days following the Termination and Change in Control;

(b) payment in semiannual or annual payments, over a period not to exceed 15 years, as selected by the Participant at the time provided in the first paragraph of this Section 9.02, commencing within thirty (30) days following the Termination and Change in Control which are substantially equal in amount or in the number of share units being valued and paid or in the number of Eaton Common Shares being distributed, except that earnings attributable to periods following Termination and Change in Control shall be included with each payment.

Payment of such amounts shall be made to each such Participant in accordance with his or her selected alternative as provided in Section 9.02.

X. Miscellaneous

Section 10.01 Adjustments. In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, shares split, shares dividend, rights offering or similar event affecting shares of the Company, the Committee shall equitably adjust the number of share units previously allocated to the Accounts of Participants as Common Share Retirement Deferred Fees.

Section 10.02 Designation of Beneficiaries. Each Participant shall have the right, by written instruction to the Committee, on a form supplied by the Committee, to designate one or more primary and contingent Beneficiaries (and the proportion to be paid to each, if more than one is designated) to receive his or her Account balance upon his or her death. Any such designation shall be revocable by the Participant.

Section 10.03 Committee Actions. All actions of the Committee hereunder may be taken with or without a meeting, as permitted by law and by the Company's organizational documents.

Section 10.04 Assignment. No benefit under the Plan shall be subject to anticipation, alienation, sale, transfer or encumbrance, and any attempt to do so shall be void. No benefit hereunder shall in any manner be liable for the debts, contracts, or liabilities of the person entitled to such benefits. During a Participant's lifetime, rights hereunder are exercisable only by the Participant or the Participant's guardian or legal representative. Notwithstanding the foregoing, nothing in this Section shall prohibit the transfer of any benefit by will or by the laws of descent and distribution or (if permitted by applicable regulations under Section 16(b) of the Securities Exchange Act) pursuant to a qualified domestic relations order, as defined under the Code and the Employee Retirement Income Security Act of 1974, as amended.

Section 10.05 No Funding Required. The obligations of Eaton to make payments shall be a liability of Eaton to the Participant. Eaton shall not be required to maintain any separate fund or reserve, or purchase or acquire life insurance on a Participant's life, or otherwise segregate assets to assure that any particular asset of Eaton is available to make such payments by reason of Eaton's obligations hereunder. Nothing contained in the Plan shall be construed as creating a trust or other fiduciary relationship between Eaton and a Participant or any other person.

Section 10.06 No Contract for Services. The Plan shall not be deemed to constitute a contract for services between Eaton and a Participant. Neither the execution of the Plan nor any action taken by Eaton, the Board or the Committee pursuant to the Plan shall confer on a Participant any legal right to be continued as a member of the Board or in any other capacity with Eaton whatsoever.

Section 10.07 Governing Law. The Plan shall be construed and governed in accordance with the law of the State of Ohio to the extent not covered by Federal law.

Section 10.08 Effective Date. The Plan was adopted by the Board on December 12, 2012, effective January 1, 2013.

Section 10.09 Issuance of Eaton Common Shares. Notwithstanding any other provision of this Plan, (a) Eaton shall not be obliged to issue any shares pursuant to an award unless at least the par value or nominal value of such newly issued share has been fully paid in advance in accordance with applicable law (which requirement may mean the holder of an award is obliged to make such payment) and (b) Eaton shall not be obliged to issue or deliver any shares in satisfaction of awards until all legal

and regulatory requirements associated with such issue or delivery have been complied with to the satisfaction of the Committee.

APPROVAL AND ADOPTION

The 2013 Non-Employee Director Fee Deferral Plan is hereby approved and adopted.

________________________________ Date: December 12, 2012

Name

________________________________

Title

________________________________

Name

________________________________

Title

Exhibit 10(bb)

INDEMNIFICATION AGREEMENT

This Agreement made this _____ day of ___________, 2012 by and between Eaton Corporation plc, an Irish public limited company (the "Company"), and _________, a Director of the Company ("Indemnitee");

WHEREAS, the Company and Indemnitee are each aware of the exposure to litigation of officers, Directors and representatives of the Company as such persons exercise their duties to the Company;

WHEREAS, the Company and Indemnitee are also aware of conditions in the insurance industry that have affected and may affect in the future the Company's ability to obtain appropriate directors' and officers' liability insurance on an economically acceptable basis;

WHEREAS, the Company desires to continue to benefit from the services of highly qualified, experienced and otherwise competent persons such as Indemnitee; and

WHEREAS, Indemnitee desires to serve or to continue to serve the Company as a Director of the Company, or, if requested to do so by the Company, as a director, officer, trustee, employee, representative or agent of another corporation, joint venture, trust or other enterprise, for so long as the Company continues to provide on an acceptable basis adequate and reliable indemnification against certain liabilities and expenses which may be incurred by Indemnitee;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto agree as follows:

1. INDEMNIFICATION.

(a) The Company shall indemnify Indemnitee to the fullest extent permitted by law with respect to Indemnitee's activities as a Director of the Company and/or as a person who is serving or has served at the request of the Company as a director, officer, trustee, employee, representative or agent of another corporation, joint venture, trust or other enterprise, domestic or foreign, against expenses (including, without limitation, attorneys' fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by Indemnitee ("Expenses") in connection with any claim against Indemnitee, whether or not such claim is brought by any party who may be an "insured person" under the Company's directors' and officers' liability insurance, which is the subject of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, investigative or otherwise and whether formal or informal (a "Proceeding"), to which Indemnitee was, is, or is threatened to be made a party by reason of anything done or not done by Indemnitee in any such capacity.

(b) The rights of Indemnitee hereunder shall be in addition to any rights Indemnitee may now or hereafter have to indemnification by the Company, any subsidiary of the Company or otherwise. More specifically, the parties hereto intend that Indemnitee shall be entitled to receive, as determined by Indemnitee, payment to the maximum extent permitted by one or any combination of the following:

(i) the payments provided by the Company's Memorandum and Articles of Association in effect as at the date hereof;

(ii) the payments provided by any code of regulations or their equivalent of the Company in effect at the time Expenses are incurred by Indemnitee;

(iii) the payments allowable under the Companies Act 1963 - 2012 (as same may be amended) at the time Expenses are incurred by Indemnitee;

(iv) the payments available under liability insurance obtained by the Company; and

(v) such other payments as are or may be otherwise available to Indemnitee pursuant to any indemnity agreement entered into by the Indemnitee (for the benefit of the Indemnitee) and any subsidiary of the Company or as may otherwise be available to the Indemnitee.

Combination of two or more of the payments provided by (i) through (v) shall be available to the extent that the Applicable Document, as hereafter defined, does not require that the payments provided therein be exclusive of other payments. The document or law providing for any of the payments listed in items (i) through (v) above is referred to in this Agreement as the "Applicable Document." The Company hereby undertakes to use its best efforts to assist Indemnitee, in all proper and legal ways, to obtain the payments selected by Indemnitee under items (i) through (v) above.

(c) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans for employees of the Company or of any of its subsidiaries without regard to ownership of such plans; references to "fines" shall include any excise taxes assessed on Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, trustee, employee, representative or agent of the Company which imposes duties on, or involves services by, Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; references to “include” shall be illustrative and shall not limit the sense of the words preceding that term, and if Indemnitee acted in good faith and in a manner that Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner consistent with the standards required for indemnification by the Company under the Applicable Documents.

(d) Notwithstanding anything to the contrary in this Agreement, all rights to indemnification and the payment of Expenses in this Agreement shall only have effect insofar as they are not contrary to or in violation of the laws of Ireland, including section 200 of the Companies Act 1963 (as amended).

2. INSURANCE.

The Company shall maintain directors' and officers' liability insurance which is at least as favorable to Indemnitee as the policy in effect on the date hereof and for so long as Indemnitee's services are covered hereunder, provided and to the extent that such insurance is available on a reasonable commercial basis. However, Indemnitee shall continue to be entitled to the indemnification rights provided hereunder regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company. Any payments in fact made to Indemnitee under an insurance policy obtained or retained by the Company shall reduce the obligation of the Company to make payments hereunder by the amount of the payments made under any such insurance policy. In the event that insurance becomes unavailable in the amount or scope of coverage of the policy in effect on the date hereof on a reasonable commercial basis and the Company foregoes maintenance of all or a portion of such insurance coverage, the Company shall stand as a self‑insurer with respect to the coverage, or portion thereof, not retained, and shall indemnify Indemnitee against any loss arising out of the reduction or cancellation of such insurance coverage.

3. PAYMENT OF EXPENSES.

At Indemnitee's request, the Company shall subject to Paragraph 1(d) pay the Expenses as and when incurred by Indemnitee, after receipt of written notice pursuant to Paragraph 6 hereof and an undertaking in the form of Exhibit I attached hereto by or on behalf of Indemnitee (I) to repay such amounts so paid on Indemnitee's behalf if it shall ultimately be determined under the Applicable Document that Indemnitee is required to repay such Expenses and (ii) to reasonably cooperate with the Company concerning the Proceeding. That portion of Expenses which represents attorneys' fees and other costs incurred in defending any Proceeding shall be paid by the Company within thirty (30) days of its receipt of such notice, together with reasonable documentation evidencing the amount and nature of such Expenses.

4. ESCROW RESERVE.

The Company shall dedicate up to an aggregate of ten million dollars ($10,000,000) as collateral security for the initial funding of its obligations hereunder and under similar agreements with other directors, officers and representatives by depositing assets or bank letters of credit in escrow or reserving lines of credit that may be drawn down by an escrow agent in the dedicated amount (the "Escrow Reserve"); provided, however, that the terms of any such Escrow Reserve may provide that the cash, securities or letters or lines of credit available therefor shall be utilized for the indemnification or advancement of expenses provided for herein only in the event that there shall have occurred within the preceding five years a Change in Control of the Company, as defined below. The Company shall promptly provide Indemnitee with a true and complete copy of the agreement relating to the establishment and operation of the Escrow Reserve, together with such additional documentation or information with respect to the escrow as Indemnitee may from time to time reasonably request. The Company shall promptly deliver an executed copy of this Agreement to the Escrow Reserve agent to evidence to the agent that Indemnitee is a beneficiary of the Escrow Reserve and shall deliver to Indemnitee the escrow agent's signed receipt evidencing that delivery. For purposes of this Agreement, a "Change in Control" of the Company shall have occurred if at any time any of the following events shall occur:

(i) a tender offer shall be made and consummated for the ownership of securities of the Company representing 25% or more of the combined voting power of Company's then outstanding voting securities, (ii) the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, other than affiliates (within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act")) of any party to such merger or consolidation, as the same shall have existed immediately prior to such merger or consolidation, (iii) the Company shall sell substantially all of its assets to another corporation which is not a wholly‑owned subsidiary of the Company, (iv) any person (as such term is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) is or becomes the beneficial owner, directly

or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; or (v) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new director was approved by a vote of at least two‑thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, ownership of voting securities shall take into account and include ownership as determined by applying the provisions of Rule 13d‑3(d)(1)(i) of the Exchange Act (as then in effect).

5. ADDITIONAL RIGHTS.

The indemnification provided in this Agreement shall not be exclusive of any other indemnification or right to which Indemnitee may be entitled and shall continue after Indemnitee has ceased to occupy a position as an officer, director or representative as described in Paragraph 1 above with respect to Proceedings relating to or arising out of Indemnitee's acts or omissions during Indemnitee's service in such position.

6. NOTICE TO COMPANY.

Indemnitee shall provide to the Company prompt written notice of any Proceeding brought, threatened, asserted or commenced against Indemnitee with respect to which Indemnitee may assert a right to indemnification hereunder; provided that failure to provide such notice shall not in any way limit Indemnitee's rights under this Agreement.

7. COOPERATION IN DEFENSE AND SETTLEMENT.

Indemnitee shall not make any admission or effect any settlement with respect to a Proceeding without the Company's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement in writing delivered to the Company. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company's insurers, in attempts to defend or settle such Proceeding.

8. ASSUMPTION OF DEFENSE.

Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume Indemnitee's defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless:

(a) the employment of counsel by Indemnitee has been authorized by the Company;

(b) counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances;

(c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; or

(d) the Company shall not have employed counsel promptly to assume the defense of such Proceeding.

In each of the cases set forth in items (a) through (d) above, the fees and expenses of counsel shall be at the expense of the Company and subject to payment pursuant to this Agreement. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have reached either of the conclusions provided for in clauses (b) or (c) above.

9. ENFORCEMENT.

promptly under the rules then in effect of that the be appointed by the International Centre for Dispute Resolution and the arbitrator agreed to by the parties or appointed by the International Centre for Dispute Resolution shall be an arbitrator other than an attorney who has, or is associated with a firm having associated with it an attorney which has, been retained by or performed services for the Company or Indemnitee at any item during the five (5) years preceding the commencement of arbitration. The award shall be rendered in such form that judgment may be entered thereon in any court having jurisdiction thereof. The prevailing party shall be entitled to prompt reimbursement of any costs and expenses (including, without limitation, reasonable attorney's fees) incurred in connection with such legal action or arbitration provided that Indemnitee shall not be obligated to reimburse the Company unless the arbitrator or court which resolves the dispute determines that Indemnitee acted in bad faith in bringing such action or arbitration.

10. EXCLUSIONS.

Notwithstanding the scope of indemnification which may be available to Indemnitee from time to time under any Applicable Document, no indemnification, reimbursement or payment shall be required of the Company hereunder with respect to:

(a) any claim or any part thereof as to which Indemnitee shall have been adjudged by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or failed to act with deliberate intent to cause injury to the Company or with reckless disregard for the best interests of the Company;

(b) any claim or any part thereof arising under Section 16(b) of the Exchange Act pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or judgment;

(c) any obligation of Indemnitee based upon or attributable to Indemnitee gaining in fact any personal gain, profit or advantage to which Indemnitee was not entitled; or

(d) any Proceeding initiated by Indemnitee without the consent or authorization of the Board of Directors of the Company, provided that this exclusion shall not apply with respect to any claims brought by Indemnitee (i) to enforce Indemnitee's rights under this Agreement or (ii) in any Proceeding initiated by another person or entity whether or not such claims were brought by Indemnitee against a person or entity who was otherwise a party to such Proceeding.

Nothing in this Paragraph 10 shall eliminate or diminish the Company's obligations to advance that portion of Indemnitee's Expenses which represent attorneys' fees and other costs incurred in defending any Proceeding pursuant to Paragraph 3 of this Agreement subject always however to the provisions of Paragraph 1(d).

11. EXTRAORDINARY TRANSACTIONS.

The Company covenants and agrees that, in the event of any merger, consolidation or reorganization in which the Company is not the surviving entity, any sale of all or substantially all of the assets of the Company or any liquidation of the Company (each such event is hereinafter referred to as an "extraordinary transaction"), the Company shall:

(a) Have the obligations of the Company under this Agreement expressly assumed by the survivor, purchaser or successor, as the case may be, in such extraordinary transaction; or

(b) Otherwise adequately provide for the satisfaction of the Company's obligations under this Agreement, in a manner acceptable to Indemnitee.

12. NO PERSONAL LIABILITY.

Indemnitee agrees that neither the Directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company's obligations under this Agreement, and Indemnitee shall look solely to the assets of the Company and the Escrow Reserve referred to in Paragraph 4 hereof for satisfaction of any claims hereunder.

13. PERIOD OF LIMITATIONS.

No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any affiliate of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company or its affiliate shall be extinguished and deemed released unless asserted by the timely filing of legal action within such two‑year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

14. SEVERABILITY.

portions of this Agreement enforceable, and this Agreement as thus amended shall be enforced to give effect to the intention of the parties insofar as that is possible.

15. SUBROGATION.

In the event of any payment under this Agreement, the Company shall be subrogated to the extent thereof to all rights to indemnification or reimbursement against any insurer or other entity or person vested in Indemnitee, who shall execute all instruments and take all other action as shall be reasonably necessary for the Company to enforce such rights.

16. GOVERNING LAW.

The parties hereto agree that this Agreement shall be construed and enforced in accordance with and governed by the laws of Ireland.

17. NOTICES.

All notices, requests, demands and other communications hereunder shall be in writing and shall be considered to have been duly given if delivered by hand and receipted for by the party to whom the notice, request, demand or other communication shall have been directed, or mailed by certified mail, return receipt requested, with postage prepaid:

(a) If to the Company, to: EATON CORPORATION PLC

Eaton Center

Cleveland, Ohio 44114-2584

Attention: Vice President and General Counsel

(b) If to Indemnitee, to:

____________________________

or to such other or further address as shall be designated from time to time by Indemnitee or the Company to the other.

18. TERMINATION.

This Agreement may be terminated by either party upon not less than sixty (60) days' prior written notice delivered to the other party, but such termination shall not in any way diminish the obligations of the Company hereunder (including the obligation to maintain the Escrow Reserve referred to in Paragraph 4 hereof) with respect to Indemnitee's activities prior to the effective date of the termination.

19. AMENDMENTS.

This Agreement and the rights and duties of Indemnitee and the Company hereunder may not be amended, modified or terminated except by written instrument signed and delivered by the parties hereto.

20. BINDING EFFECT.

This Agreement is and shall be binding upon and shall inure to the benefit of the parties thereto and their respective heirs, executors, administrators, successors and assigns.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as a Deed on the date first above written.

SIGNED and DELIVERED as a DEED

for and on behalf of

EATON CORPORATION PLC

by its duly authorised attorney

In the presence of:

_________________________

Attorney

___________________

Witness

Title

_________________________

[Director]

Exhibit 10(cc)

INDEMNIFICATION AGREEMENT

This Agreement made this _____ day of ___________, 20__ by and between Eaton Corporation, an Ohio corporation (the "Company"), and ________________, ("Indemnitee");

WHEREAS, Eaton Corporation plc (“Holdco”), a public limited company incorporated under the laws of Ireland, is the Company's ultimate parent company;

WHEREAS, the Company desires to ensure that Holdco benefits from the services of highly qualified, experienced and otherwise competent persons such as Indemnitee;

WHEREAS, the Company and Indemnitee are aware of provisions under Irish law which limit the level of indemnification available to a director of Holdco;

WHEREAS, the Company previously requested the Indemnitee serve Holdco as a Director of Holdco, and, if requested to do so by the Company, as a director, officer, trustee, employee, representative or agent of another corporation, joint venture, trust or other enterprise, in each case whether organized under the laws of the United States, any state thereof, any foreign nation or any political subdivision thereof; and

WHEREAS, Indemnitee desires to be indemnified by the Company and has agreed to become a Director of Holdco in reliance upon the Company's promise to provide indemnification on the basis herein set forth;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto agree as follows:

1. INDEMNIFICATION.

(a) The Company shall indemnify Indemnitee to the fullest extent permitted by law with respect to Indemnitee's activities as a Director of Holdco and/or as a person who is serving or has served at the request of the Company as a director, officer, trustee, employee, representative or agent of another corporation, joint venture, trust or other enterprise, in each case whether organized under the laws of the United States, any state thereof, any foreign nation or any political subdivision thereof, against expenses (including, without limitation, attorneys' fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by Indemnitee ("Expenses") in connection with any claim against Indemnitee, whether or not such claim is brought by any party who may be an "insured person" under either of the Company's or Holdco's directors' and officers' liability insurance, which is the subject of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, investigative or otherwise and whether formal or informal (a "Proceeding"), to which Indemnitee was, is, or is threatened to be made a party by reason of anything done or not done by Indemnitee in any such capacity.

(b) The rights of Indemnitee hereunder shall be in addition to any rights Indemnitee may now or hereafter have to indemnification by the Company, Holdco or otherwise. More specifically, the parties hereto intend that Indemnitee shall be entitled to receive, as determined by Indemnitee, payment to the maximum extent permitted by one or any combination of the following:

(i) the payments provided by the Company's Amended and Restated Regulations in effect on the date hereof;

(ii) the payments provided by the Articles of Incorporation, Code of Regulations, or their equivalent of the Company in effect at the time Expenses are incurred by Indemnitee;

(iii) the payments allowable under Ohio law in effect at the date hereof;

(iv) the payments allowable under the law of the jurisdiction under which the Company is incorporated at the time Expenses are incurred by Indemnitee;

(v) the payments available under any liability insurance obtained by the Company; and

(vi) such other payments as are or may be otherwise available to Indemnitee including pursuant to any indemnification agreement entered into by Holdco and the Indemnitee.

Combination of two or more of the payments provided by (i) through (vi) shall be available to the extent that the Applicable Document, as hereafter defined, does not require that the payments provided therein be exclusive of other payments. The document or law providing for any of the payments listed in items (i) through (vi) above is referred to in this Agreement as the "Applicable Document." The Company hereby undertakes to use its best efforts to assist Indemnitee, in all proper and legal ways, to obtain the payments selected by Indemnitee under items (i) through (vi) above.

(c) For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans for employees of the Company or of Holdco or of any of their respective subsidiaries without regard to ownership of such plans; references to "fines" shall include any excise taxes assessed on Indemnitee with respect to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a director, officer, trustee, employee, representative or agent of Holdco or any other corporation or entity which imposes duties on, or involves services by, Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to the masculine shall include the feminine; references to the singular shall include the plural and vice versa; and if Indemnitee acted in good faith and in a manner that Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner consistent with the standards required for indemnification by the Company under the Applicable Documents.

2. INSURANCE.

The Company shall maintain directors' and officers' liability insurance which is at least as favorable to Indemnitee as the policy in effect on the date hereof and for so long as Indemnitee's services are provided to Holdco, provided and to the extent that such insurance is available and on a reasonable commercial basis. However, Indemnitee shall continue to be entitled to the indemnification rights provided hereunder regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company. Any payments in fact made to Indemnitee under an insurance policy obtained or retained by the Company shall reduce the obligation of the Company to make payments hereunder by the amount of the payments made under any such insurance policy. In the event that insurance becomes unavailable in the amount or scope of coverage of the policy in effect on the date hereof on a reasonable commercial basis and the Company foregoes maintenance of all or a portion of such insurance coverage, the Company shall stand as a self‑insurer with respect to the coverage, or portion thereof, not retained, and shall indemnify Indemnitee against any loss arising out of the reduction or cancellation of such insurance coverage.

3. PAYMENT OF EXPENSES.

At Indemnitee's request, the Company shall pay the Expenses as and when incurred by Indemnitee, after receipt of written notice pursuant to Paragraph 6 hereof and an undertaking in the form of Exhibit I attached hereto by or on behalf of Indemnitee (I) to repay such amounts so paid on Indemnitee's behalf if it shall ultimately be determined under the Applicable Document that Indemnitee is required to repay such Expenses and (ii) to reasonably cooperate with the Company and / or Holdco concerning the Proceeding. That portion of Expenses which represents attorneys' fees and other costs incurred in defending any Proceeding shall be paid by the Company within thirty (30) days of its receipt of such notice, together with reasonable documentation evidencing the amount and nature of such Expenses.

4. ESCROW RESERVE.

The Company shall dedicate up to an aggregate of ten million dollars ($10,000,000) as collateral security for the initial funding of its obligations hereunder and under similar agreements with other directors (of the Company or Holdco), officers and representatives by depositing assets or bank letters of credit in escrow or reserving lines of credit that may be drawn down by an escrow agent in the dedicated amount (the "Escrow Reserve"); provided, however, that the terms of any such Escrow Reserve may provide that the cash, securities or letters or lines of credit available therefor shall be utilized for the indemnification or advancement of expenses provided for herein only in the event that there shall have occurred within the preceding five years a Change in Control of the Company, as defined below. The Company shall promptly provide Indemnitee with a true and complete copy of the agreement relating to the establishment and operation of the Escrow Reserve, together with such additional documentation or information with respect to the escrow as Indemnitee may from time to time reasonably request. The Company shall promptly deliver an executed copy of this Agreement to the Escrow Reserve agent to evidence to the agent that Indemnitee is a beneficiary of the Escrow Reserve and shall deliver to Indemnitee the escrow agent's signed receipt evidencing that delivery. For purposes of this Agreement, a "Change in Control" of the Company shall have occurred if at any time any of the following events shall occur:

(i) a tender offer shall be made and consummated for the ownership of securities of Holdco representing 25% or more of the combined voting power of Holdco's then outstanding voting securities, (ii) Holdco shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of Holdco, other than affiliates (within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act")) of any party to such merger or consolidation, as the same shall have existed immediately prior to such merger or consolidation, (iii) Holdco shall sell substantially all of its assets to another corporation which is not a subsidiary of Holdco, (iv) any person (as such term is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of Holdco representing 25% or more of the combined voting power of Holdco's then outstanding securities; or (v) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Holdco cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by Holdco's shareholders, of each new director was approved by a vote of at least two‑thirds of the directors then still in office who were directors at the beginning of the period. For purposes of this Agreement, ownership of voting securities shall take into account and include ownership as determined by applying the provisions of Rule 13d‑3(d)(1)(i) of the Exchange Act (as then in effect).

5. ADDITIONAL RIGHTS.

6. NOTICE TO COMPANY.

7. COOPERATION IN DEFENSE AND SETTLEMENT.

Indemnitee shall not make any admission or effect any settlement with respect to a Proceeding without the Company's written consent unless Indemnitee shall have determined to undertake his or her own defense in such matter and has waived the benefits of this Agreement in writing delivered to the Company. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any Expense on Indemnitee without his or her written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee and the Company shall cooperate to the extent reasonably possible with each other and with the Company's and /or Holdco's insurers, in attempts to defend or settle such Proceeding.

8. ASSUMPTION OF DEFENSE.

Except as otherwise provided below, to the extent that it may wish, the Company will be entitled to assume Indemnitee's defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company's election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee's expense unless:

(a) the employment of counsel by Indemnitee has been authorized by the Company;

(b) counsel employed by the Company initially is unacceptable or later becomes unacceptable to Indemnitee and such unacceptability is reasonable under then existing circumstances;

(c) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; or

(d) the Company shall not have employed counsel promptly to assume the defense of such Proceeding.

9. ENFORCEMENT.

In the event that any dispute or controversy shall arise under this Agreement between Indemnitee and the Company with respect to whether Indemnitee is entitled to indemnification in connection with any Proceeding or with respect to the amount of Expenses incurred, then with respect to each such dispute or controversy Indemnitee may seek to enforce this Agreement through legal action or, at Indemnitee's sole option and request, through arbitration. If arbitration is requested, such dispute or controversy shall be submitted by the parties to binding arbitration in the City of Cleveland, State of Ohio, before a single arbitrator agreeable to both parties. If the parties cannot agree on a designated arbitrator within fifteen (15) days after arbitration is requested in writing by either of them, the arbitration shall proceed in the City of Cleveland, State of Ohio, before an arbitrator appointed by the American Arbitration Association. In either case, the arbitration proceeding shall commence promptly under the rules then in effect of that Association and the arbitrator agreed to by the parties or appointed by that Association shall be an attorney other than an attorney who has, or is associated with a firm having associated with it an attorney which has, been retained by or performed services for the Company or Indemnitee at any item during the five (5) years preceding the commencement of arbitration. The award shall be rendered in such form that judgment may be entered thereon in any court having jurisdiction thereof. The prevailing party shall be entitled to prompt reimbursement of any costs and expenses (including, without limitation, reasonable attorney's fees) incurred in connection with such legal action or arbitration provided that Indemnitee shall not be obligated to reimburse the Company unless the arbitrator or court which resolves the dispute determines that Indemnitee acted in bad faith in bringing such action or arbitration.

10. EXCLUSIONS.

(a) any claim or any part thereof as to which Indemnitee shall have been adjudged by a court of competent jurisdiction from which no appeal is or can be taken, by clear and convincing evidence, to have acted or failed to act with deliberate intent to cause injury to Holdco or with reckless disregard for the best interests of Holdco;

(b) any claim or any part thereof arising under Section 16(b) of the Exchange Act pursuant to which Indemnitee shall be obligated to pay any penalty, fine, settlement or judgment;

(c) any obligation of Indemnitee based upon or attributable to Indemnitee gaining in fact any personal gain, profit or advantage to which Indemnitee was not entitled; or

(d) any Proceeding initiated by Indemnitee without the consent or authorization of the Board of Directors of Holdco, provided that this exclusion shall not apply with respect to any claims brought by Indemnitee (i) to enforce Indemnitee's rights under this Agreement or (ii) in any Proceeding initiated by another person or entity whether or not such claims were brought by Indemnitee against a person or entity who was otherwise a party to such Proceeding.

11. EXTRAORDINARY TRANSACTIONS.

The Company covenants and agrees that, in the event of any merger, consolidation or reorganization of the Company in which the Company is not the surviving entity, any sale of all or substantially all of the assets of the Company or any liquidation of the Company (each such event is hereinafter referred to as an "extraordinary transaction"), the Company shall:

(a) Have the obligations of the Company under this Agreement expressly assumed by the survivor, purchaser or successor, as the case may be, in such extraordinary transaction; or

(b) Otherwise adequately provide for the satisfaction of the Company's obligations under this Agreement, in a manner acceptable to Indemnitee.

12. NO PERSONAL LIABILITY.

Indemnitee agrees that neither the Directors nor any officer, employee, representative or agent of the Company or Holdco shall be personally liable for the satisfaction of the Company's obligations under this Agreement, and Indemnitee shall look solely to the assets of the Company hereof for satisfaction of any claims hereunder.

13. PERIOD OF LIMITATIONS.

14. SEVERABILITY.

If any provision, phrase, or other portion of this Agreement should be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, and such determination should become final, such provision, phrase or other portion shall be deemed to be severed or limited, but only to the extent required to render the remaining provisions and portions of this Agreement enforceable, and this Agreement as thus amended shall be enforced to give effect to the intention of the parties insofar as that is possible.

15. SUBROGATION.

16. GOVERNING LAW.

The parties hereto agree that this Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio.

17. NOTICES.

(a) If to the Company, to:

EATON CORPORATION

Eaton Center

Cleveland, Ohio 44114-2584

Attention: Vice President and

General Counsel

(b) If to Indemnitee, to: ____________________________

____________________________

or to such other or further address as shall be designated from time to time by Indemnitee or the Company to the other.

18. TERMINATION.

This Agreement may be terminated by either party upon not less than sixty (60) days' prior written notice delivered to the other party, but such termination shall not in any way diminish the obligations of the Company hereunder with respect to Indemnitee's activities prior to the effective date of the termination.

19. AMENDMENTS.

This Agreement and the rights and duties of Indemnitee and the Company hereunder may not be amended, modified or terminated except by written instrument signed and delivered by the parties hereto.

20. BINDING EFFECT.

This Agreement is and shall be binding upon and shall inure to the benefit of the parties thereto and their respective heirs, executors, administrators, successors and assigns.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

INDEMNITEE EATON CORPORATION

_________________________

By ____________________________

Title ___________________________

And by _________________________

Title ___________________________

Exhibit 10(dd)

EXECUTIVE STRATEGIC INCENTIVE PLAN

1. Purpose

This document sets forth the Executive Strategic Incentive Plan applicable to certain employees of Eaton Corporation plc (the “Company”) and its directly or indirectly controlled subsidiaries (the Company and such subsidiaries being referred to herein collectively as “Eaton”), including those Eaton executives whose long-term incentive compensation for any taxable year the Committee (as hereinafter defined) anticipates would not be deductible due to Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This plan, as amended and restated, is hereinafter referred to as the “Plan”.

The purpose of the Plan is to promote the growth and profitability of Eaton through the granting of incentives intended to motivate Eaton executives to achieve demanding long-term corporate objectives and to attract and retain executives of outstanding ability.

2. Administration

The Plan shall be administered by the Compensation and Organization Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company. The Committee shall be comprised exclusively of three or more directors selected by the Board who are not employees and who are “outside directors” within the meaning of Section 162(m)(4)(C) of the Code. The Committee will approve the goals, participation eligibility, target bonus awards, actual bonus awards, timing of payments and other actions necessary to the administration of the Plan. Any determination by the Committee pursuant to the Plan shall be final, binding and conclusive on all employees and participants and anyone claiming under or through any of them.

3. Eligibility

Any Eaton executive designated by the Committee in its sole discretion shall be eligible to participate in the Plan.

4. Incentive Targets, Maximum Awards, Award Periods, Objectives and Payments

(A) Establishment of Incentive Targets and Conversion to Phantom Share Units

Individual Incentive Targets for each participant with respect to each Plan Award Period (as defined below) shall be established in writing by the Committee within the first 90 days of the Award Period. Participant incentive targets will be expressed in the form of Phantom Share Units (with one unit being equal to one ordinary share of the Company) which will be determined by: (a) first establishing the Individual Incentive Target in cash for each participant with respect to each Award Period and (b) then dividing such Individual Incentive Target by the average of the mean prices for the Company's ordinary shares for the first twenty (20) trading days of each Award Period. In all cases, the resulting Phantom Share Units shall be rounded up to the nearest 50 whole units. For purposes of the Plan, “mean price” shall be the mean of the highest and lowest selling prices for Company ordinary shares quoted on the New York Stock Exchange on the relevant trading day. Notwithstanding the foregoing provisions of this Section 4(A), the Committee may, in its sole discretion, use a different method for valuing Phantom Share Units or for establishing incentive targets for participants under the Plan, but in no event may the final award be greater than the maximum specified in Section 4(B).

(B) Maximum Number of Phantom Share Units

No employee may receive an award in any Plan Award Period of more than 200,000 Phantom Share Units, subject to adjustment pursuant to Section 6.

Each Award Period shall be the four-calendar year period commencing as of the first day of the calendar year in which the performance objectives are established for the Award Period as described in Sections 4(D) and (E). A new Award Period shall commence as of the first day of each calendar year, unless otherwise specified by the Committee.

(D) Establishment of Company Performance Objectives

No later than March 30 of the first year of each Award Period, applicable threshold, target, and maximum Company performance objectives for such Award Period shall be established in writing by the Committee.

(E) Performance Objectives

(i) The performance objectives shall consist of objective tests based on one or more of the following: the Company's earnings, cash flow, cash flow return on gross capital, revenues, financial return ratios, market performance, shareholder return and/or value, operating profits, net profits, earnings per share, operating earnings per share, profit returns and margins, share price, working capital, and changes between years or periods, or returns over years or periods that are determined with respect to any of the above-listed performance criteria.

(ii) Award Periods may overlap one another, although no two performance periods may consist solely of the same calendar years. Performance objectives may be measured solely on a corporate, subsidiary or business unit basis, or a combination thereof. Further, performance objectives may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected performance objectives.

(iii) When the Performance Objectives for any Award are established, the formula for any award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss, and will be based on accounting rules and related Company accounting policies and practices in effect on the date of the award.

(F) Determination of Payments

For each Award Period, Final Individual Phantom Share Unit Awards may range from 0% to 200% of the Phantom Share Units credited under Section 4(A), depending upon achievement of the applicable performance objectives and other conditions as described in Section 7. The Final Individual Phantom Share Unit Award shall be converted to cash at a market value of Company ordinary shares as determined by the average of the mean prices for the Company's ordinary shares for the final twenty (20) trading days of the Award Period, and distributed to the participant no later than March 15 of the year following the award period, unless the participant has made an irrevocable election to defer all or part of the amount of his or her award pursuant to any applicable long term incentive compensation deferral plan adopted by the Committee or Eaton. Each participant will be credited with a dividend equivalent amount equal to the aggregate dividends paid during the Award Period on a number of Company ordinary shares equal to the number of Phantom Share Units finally awarded to the participant for that Award Period. The dividend equivalent amount will be paid to the participant in cash at the time the Award is paid.

Awards shall be paid under the Plan for any Award Period solely on account of the attainment of the performance objectives established by the Committee with respect to such Award Period. The method to determine the Award shall be stated in terms of objective formulas that preclude discretion to increase the amount of the award that would otherwise be due upon attainment of the goal. No provision of the Plan shall preclude the Committee from exercising negative discretion to reduce the amount of any award hereunder.

5. Prorata Payments

Awards shall be contingent on continued employment by Eaton during each Award Period; provided, however, that this requirement will not apply in the event of termination of employment by reason of death or disability (as determined by the Committee), but only if and to the extent it will not prevent any award payable hereunder from qualifying as “performance-based compensation” under Section 162(m) of the Code. In the event of termination of employment of a participant for the reasons stated in this Section 5 during any incomplete Award Periods, awards for such Award Periods shall be prorated for the amount of service during each Award Period and shall be payable to the participant (or his or her estate) at the same time as awards for such Award Periods are paid to all other participants and subject to the same requirements for attainment of the specified Performance Objectives as apply to such other participants' awards.

6. Other Provisions

(A) Adjustments upon Certain Changes

In the event of a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering or similar event affecting shares of the Company, the following shall be equitably adjusted: (a) the number of outstanding awards denominated in Phantom Share Units, (b) the prices relating to outstanding awards, and (c) the appropriate fair market value and other price determinations for such awards.

(B) Change of Control Defined

For purposes of the Plan, a Change of Control of the Company shall mean:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (x) the then outstanding ordinary shares of the Company (the “Outstanding Company Ordinary Shares”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (x) any acquisition directly from the Company, (y) any acquisition by the Company, or (z) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, (x) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Ordinary Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 55% of, respectively, the then outstanding ordinary shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Ordinary Shares and Outstanding Company Voting Securities, as the case may be, (y) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding ordinary shares of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (z) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

No right to payment under the Plan shall be subject to debts, contract liabilities, engagements or torts of the participant, nor to transfer, anticipation, alienation, sale, assignment, pledge or encumbrance by the participant except by will or the law of descent and distribution or pursuant to a qualified domestic relations order.

(D) Awards Subject to Compensation Recovery Policy

Notwithstanding any other provision of the Plan to the contrary, awards granted under the Plan are subject to reduction, cancellation or reimbursement pursuant to any applicable Eaton compensation recovery policy, as in effect from time to time. Eaton's current policy, adopted by the Board, provides that, if the Board determines that an executive engaged in any fraud, misconduct or other bad-faith action that, directly or indirectly, caused or partially caused the need for a material accounting restatement for any period as to which a performance-based award was paid or credited to the executive, the performance-based award is subject to reduction, cancellation or reimbursement at the discretion of the Board.

(E) Compliance with Law and Approval of Regulatory Bodies

No payment shall be made under the Plan except in compliance with all applicable laws and regulations including, without limitation, compliance with tax requirements.

(F) No Right to Employment

Neither the adoption of the Plan nor its operation, nor any document describing or referring to the Plan, or any part thereof, shall confer upon any participant under the Plan any right to continue in the employ of Eaton, or shall in any way affect Eaton's right and power to terminate the employment of any participant under the Plan at any time with or without assigning a reason therefor, to the same extent as Eaton might have done if the Plan had not been adopted.

(G) Interpretation of the Plan

Headings are given to the sections of the Plan solely as a convenience to facilitate reference; such headings, numbering and paragraphing shall not in any case be deemed in any way material or relevant to the construction of the Plan or any provisions thereof. The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall also include within its meaning the plural and vice versa.

(H) Amendment and Termination

The Committee may at any time suspend, amend or terminate the Plan. Notwithstanding the foregoing, upon the occurrence of a Change of Control, no amendment, suspension or termination of the Plan shall, without the consent of the participant, alter or impair any rights or obligations under the Plan with respect to such participant.

7. Qualified Performance-Based Awards

(A) The provisions of the Plan are intended to ensure that all awards granted hereunder to any individual who is or may be a “covered employee” (within the meaning of Section 162(m)(3) of the Code) qualify for the Section 162(m) exception (the “Section 162(m) Exception”) for performance-based compensation (a “Qualified Performance-Based Award”), and all awards and the Plan shall be interpreted and operated consistent with that intention.

(B) Each Qualified Performance-Based Award shall be earned, vested and payable (as applicable) only upon the achievement of one or more performance objectives, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate. Qualified Performance-Based Awards may not be amended, nor may the Committee exercise discretionary authority in any manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exception.

(C) The Committee shall certify in writing as to the measurement of performance by the Company and the business units relative to Performance Objectives and the resulting number of earned Phantom Share Units. The Committee shall rely on such financial information and other materials as it deems necessary and appropriate to enable it to certify to the achievement of Performance Objectives. The Committee shall make its determination not later than March 15 following the end of the Award Period.

8. Effective Dates of the Plan

The Plan was originally adopted by the Board of Directors of Eaton Corporation on April 24, 1991 but with an effective date of January 1, 1991. The Plan was amended and restated as of June 21, 1994, July 25, 1995, April 21, 1998, April 1, 1999, January 1, 2001 (which includes changes which affect Awards granted on or after January 1, 1998) and January 23, 2008, and the Plan was last approved by the shareholders of Eaton Corporation on April 23, 2008. The Plan was assumed by the Company, as amended and restated by the Committee, effective as of February 27, 2013, subject to approval by the shareholders of the Company with respect to Awards granted under the Plan for Award Periods beginning on or after January 1, 2013.

9. Shareholder Approval and Committee Certification Contingencies; Payment of Awards.

Awards and payment of any awards under the Plan for Award Periods beginning on or after January 1, 2013 shall be contingent upon the affirmative vote of the shareholders of at least a majority of the votes cast (including abstentions) at the annual meeting of the shareholders held in 2013. Unless and until such shareholder approval is obtained, no award shall be paid pursuant to the Plan for any such Award Period. Payment of any award under the Plan shall also be contingent upon the Committee's certifying in writing that the performance objectives and any other material terms applicable to such award were in fact satisfied, in accordance with applicable regulations under Section 162(m) of the Code. Unless and until the Committee so certifies, such award shall not be paid.

To the extent necessary for purposes of Section 162(m) of the Code, the Plan shall be resubmitted to shareholders for reapproval in 2018 (and every five years thereafter), with respect to awards payable for the tax year commencing immediately after the year of each such reapproval.

If the shareholders do not approve the Plan, payments that would have been made pursuant to any awards granted by the Committee that were contingent upon receipt of such approval will not be made. Nothing in the Plan shall preclude the Committee from making any payments or granting any awards outside the Plan whether or not such payments or awards qualify for tax deductibility under Section 162(m) of the Code.

Exhibit 10(ff)

EATON CORPORATION PLC

SUPPLEMENTAL EXECUTIVE STRATEGIC INCENTIVE PLAN

(Effective as of February 27, 2013)

1. PURPOSE

The purpose of the Supplemental Executive Strategic Incentive Plan (the "Plan") is to promote the growth and profitability of Eaton Corporation plc (the "Company") and its directly and indirectly controlled subsidiaries (the Company and such subsidiaries being referred to herein collectively as "Eaton") through the granting of incentives intended to motivate executives of Eaton to achieve demanding long-term corporate objectives and to attract and retain executives of outstanding ability.

2. ADMINISTRATION

With respect to Plan participants who are senior officers of Eaton (that is, those officers with at least 2,448 Hay Points), the Plan shall be administered by the Compensation and Organization Committee (the “C&O Committee”) of the Board of Directors of the Company (the “Board”), except as otherwise expressly provided herein. With respect to Plan participants other than senior officers of Eaton, the Plan shall be administered by the Eaton Management Committee (consisting of the Chairman and Chief Executive Officer, Chief Human Resources Officer and such other officers as may be appointed to the Management Committee from time to time), except as otherwise expressly provided herein. As used herein, the term “Committee” means either the C&O Committee or the Management Committee, depending upon the type of participant involved.

Except as otherwise expressly provided herein, with respect to those participants for which it has administrative responsibility, the C&O Committee and the Management Committee shall each have complete authority to: (i) interpret all provisions of the Plan consistent with law; (ii) designate the executives to participate under the Plan; (iii) determine the incentive targets and performance objectives applicable to participants; (iv) adopt, amend and rescind general and special rules and regulations for the Plan's administration; and (v) make all other determinations necessary or advisable for the administration of the Plan.

3. ELIGIBILITY

Any Eaton executive designated by the Committee in its sole discretion shall be eligible to participate in the Plan.

4. INCENTIVE TARGETS

(A) Establishment of Incentive Amounts and Conversion to Phantom Share Units

Individual Incentive Amounts for each participant with respect to each Plan Award Period (as defined below) shall be determined by the Committee. Incentive targets will be expressed in the form of Phantom Share Units which will be determined by the Committee by: (a) first establishing the Individual Incentive Amount in cash for each participant with respect to each Award Period and (b) then dividing such Individual Incentive Amount by the average of the mean prices for the Company's ordinary shares for the first twenty (20) trading days of each Award Period. In all cases, the resulting Phantom Share Units shall be rounded up to the nearest 50 whole units. For purposes of the Plan, "mean price" shall be the mean of the highest and lowest selling prices for Company ordinary shares quoted on the New York Stock Exchange on the relevant trading day. Notwithstanding the foregoing provisions of this Section 4(A), the Committee may, in its sole discretion, use a different method for establishing incentive targets for participants under the Plan.

(B) Award Periods

An Award Period shall be any period determined by the Committee commencing as of the date determined by the Committee in which the performance objectives are established for the Award Period as described in Section 4(C).

As soon as practicable at the beginning of each Award Period, threshold, target, and maximum Company performance objectives for such Award Period shall be established by the Committee. Notwithstanding the foregoing, after a Change in Control (as hereinafter defined), neither the Committee nor the Board shall have the authority to modify performance objectives in any manner which could prove detrimental to the interests of the Plan's participants.

(D) Determination of Payments

For each Award Period, payments ranging from a minimum of 0% and up to 200% of the Phantom Share Units credited under Section 4(A) will be determined by the Committee for the attainment of performance objectives between either threshold and target or target and maximum.

Final Individual Phantom Share Unit Awards shall be determined by the Committee as promptly as practicable after the completion of the Award Period by: (a) determining the Performance Percentage applicable for the Award Period; and (b) multiplying such percentage by the number of Phantom Share Units credited to the participant.

The Final Individual Phantom Share Unit Award shall be converted to cash at a market value of Company ordinary shares as determined by the Committee based on the average of the mean prices for the Company's ordinary shares for the final twenty (20) trading days of the Award Period), and distributed to the participant in all cases within two and one-half months after the end of the Award Period, unless the participant has made an irrevocable election to defer all or part of the amount of his or her award pursuant to any long term incentive compensation deferral plan adopted by the Committee or Eaton.

5. PRORATA PAYMENTS

A participant must be employed by Eaton at the end of an Award Period in order to be entitled to a payment in respect to such Award Period; provided, however, that a payment, prorated for the participant's length of service during the Award Period, may be authorized by the Committee, in its sole and absolute discretion, in the event a participant's responsibilities change or the employment of a participant begins during the Award Period or terminates before the end of the Award Period. Notwithstanding the foregoing, upon any termination of the Plan during the term of any Award Period, award payments to all participants will be made, prorated for each participant's length of service during the Award Period prior to the date of Plan termination.

6. OTHER PROVISIONS

(A) Bonus Payments

Notwithstanding any other provision of the Plan to the contrary, awards granted under the Plan are subject to reduction, cancellation or reimbursement pursuant to any applicable Eaton compensation recovery policy, as in effect from time to time. Eaton's current policy, adopted by the Board, provides that, if the Board determines that an executive who is subject to the policy engaged in any fraud, misconduct or other bad-faith action that, directly or indirectly, caused or partially caused the need for a material accounting restatement for any period as to which a performance-based award was paid or credited to the executive, the performance-based award is subject to reduction, cancellation or reimbursement at the discretion of the Board.

(B) Adjustments upon Certain Changes

In the event of changes to the structure or corporate organization of Eaton's businesses which affect the participants and/or the performance prospects of Eaton, the Committee may make appropriate adjustments to individual participant Incentive Targets or to the established performance objectives for incomplete Award Periods. Adjustments under this Section 6 shall be made by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Notwithstanding the foregoing, after a Change in Control, neither the Committee nor the Board shall have the authority to change established Performance Objectives in any manner which could prove detrimental to the interests of the participant.

For purposes of the Plan, a Change in Control shall be deemed to have occurred if:

(i) a tender offer shall be made and consummated for the ownership of 25% or more of the outstanding voting securities of the Company,

(ii) the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 55% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company as the same shall have existed immediately prior to such merger or consolidation,

(iii) the Company shall sell substantially all of its assets to another corporation which is not a wholly‑owned subsidiary of the Company,

(iv) a "person" within the meaning of Section 3(a)(9) or of Section 13(d)(3) of the Securities Exchange Act of 1934 (as in effect on the effective date of the Plan) shall acquire 25% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record). For purposes of the Plan, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3 under the Securities Exchange Act of 1934 (as in effect on the effective date of the Plan), or

(v) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any

reason to constitute at least a majority thereof unless the election, or nomination for election by the Company's shareholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

(D) Non‑Transferability

(E) Compliance with Law and Approval of Regulatory Bodies

No payment shall be made under the Plan except in compliance with all applicable laws and regulations including, without limitation, compliance with tax requirements.

(F) No Right to Employment

Neither the adoption of the Plan nor its operation, nor any document describing or referring to the Plan, or any part thereof, shall confer upon any participant under the Plan any right to continue in the employ of Eaton, or shall in any way affect Eaton's right and power to terminate the employment of any participant under the Plan at any time with or without assigning a reason therefor, to the same extent as the Company might have done if the Plan had not been adopted.

(G) Interpretation of the Plan

(H) Amendment and Termination

The Committee may at any time suspend, amend or terminate the Plan. Notwithstanding the foregoing, upon the occurrence of a Change in Control, no amendment, suspension or termination of the Plan shall, without the consent of the participant, alter or impair any rights or obligations under the Plan with respect to such participant.

(I) Effective Dates of the Plan

The Plan was adopted by the Board of Directors of Eaton Corporation effective as of February 24, 2009. The Plan was assumed by the Company, as amended and restated by the C&O Committee, effective as of February 27, 2013.

Exhibit 10(mm)

AMENDMENT

TO EATON CORPORATION EXCESS BENEFITS PLAN I

(January 1, 1989 Restatement)

WHEREAS, the Corporation maintains in effect the Eaton Corporation Excess Benefits Plan I under a January 1, 1989 Restatement, as amended (the “Plan”); and

WHEREAS, the Pension Administration Committee reserves the right to amend the Plan; and

(b) “Board of Directors” means the Board of Directors of Eaton Corporation plc.

IN WITNESS WHEREOF, the Pension Administration Committee has caused this Amendment to be executed through duly authorized persons on this ____ day of November, 2012.

PENSION ADMINISTRATION COMMITTEE

By: __________________________________

Title: _________________________________

Exhibit 10(oo)

AMENDMENT TO

EATON CORPORATION SUPPLEMENTAL BENEFITS PLAN I

(January 1, 1989 Restatement)

WHEREAS, the Corporation maintains in effect the Eaton Corporation Supplemental Benefits Plan I under a January 1, 1989 Restatement, as amended (the “Plan”); and

WHEREAS, the Pension Administration Committee reserves the right to amend the Plan; and

1. Section 2(a) of the Plan is hereby amended in its entirety to read as follows:

2. Section 2(b) of the Plan is hereby amended in its entirety to read as follows:

(b) “Board of Directors” means the Board of Directors of Eaton Corporation plc.

IN WITNESS WHEREOF, the Pension Administration Committee has caused this Amendment to be executed through duly authorized persons on this ____ day of November, 2012.

PENSION ADMINISTRATION COMMITTEE

By: __________________________________

Title: _________________________________

Eaton Corporation plc

2012 Annual Report on Form 10-K

Item 15(b)

Exhibit 12

Ratio of Earnings to Fixed Charges



	Year ended December 31
(In millions)	2012			2011			2010			2009			2008
Income from continuing operations before income taxes and noncontrolling interests in consolidated subsidiaries	$	1,251		$	1,553		$	1,036		$	303		$	1,140
Adjustments
Income of equity investees	(2		)	(2		)	(14		)	(6		)	(11		)
Distributed income of equity investees	19			3			15			9			1
Interest expensed	165			154			162			170			192
Amortization of debt issue costs	74			4			4			5			2
Estimated portion of rent expense representing interest	66			65			57			59			58
Amortization of capitalized interest	12			10			10			13			13
Adjusted income from continuing operations before income taxes	$	1,585		$	1,787		$	1,270		$	553		$	1,395
Fixed charges
Interest expensed	$	165		$	154		$	162		$	170		$	192
Interest capitalized	23			18			8			7			13
Amortization of debt issue costs	74			4			4			5			2
Estimated portion of rent expense representing interest	66			65			57			59			58
Total fixed charges	$	328		$	241		$	231		$	241		$	265
Ratio of earnings to fixed charges	4.83			7.41			5.50			2.29			5.26

Eaton Corporation plc

2012 Annual Report on Form 10-K

Item 15(b)

Exhibit 21

Subsidiaries of Eaton Corporation plc

Eaton is publicly held and has no parent corporation. Eaton’s subsidiaries as of December 31, 2012 , and the state or country in which each was organized, are as follows:



Consolidated Subsidiaries (A)		Where Organized
Durodyne Inc.		Arizona
Elpro Technologies, LLC		California
Illumination Management Solutions, Inc.		California
Martek Power Incorporated		California
Eaton Energy Solutions, Inc.		Colorado
Aeroquip International Inc.		Delaware
Apex Tool Group, LLC		Delaware
Bussmann International Holdings, LLC		Delaware
Bussmann International, Inc.		Delaware
CBE Services, Inc.		Delaware
Cooper B-Line, Inc.		Delaware
Cooper Bussmann, LLC		Delaware
Cooper Crouse-Hinds MTL, Inc.		Delaware
Cooper Crouse-Hinds, LLC		Delaware
Cooper Electrical International, LLC		Delaware
Cooper Enterprises LLC		Delaware
Cooper Finance USA, Inc.		Delaware
Cooper Industries International, LLC		Delaware
Cooper Industries Middle East, LLC		Delaware
Cooper Industries Philippines, LLC		Delaware
Cooper Industries Poland, LLC		Delaware
Cooper Industries South Africa, LLC		Delaware
Cooper Industries Vietnam, LLC		Delaware
Cooper Industries, LLC		Delaware
Cooper Interconnect, Inc.		Delaware
Cooper International Finance, Inc.		Delaware
Cooper Lighting, LLC		Delaware
Cooper Notification, Inc.		Delaware
Cooper Power Systems, LLC		Delaware
Cooper Technologies Company		Delaware
Eaton Aerospace LLC		Delaware
Eaton Asia Investments Corporation		Delaware
Eaton Electric Holdings LLC		Delaware
Eaton Holding International LLC		Delaware
Eaton Hydraulics LLC		Delaware
Eaton Industrial Corporation		Delaware
Eaton International Corporation		Delaware
Eaton Worldwide LLC		Delaware
EIC Holding GP I		Delaware
EIC Holding GP II		Delaware
EIC Holding GP III		Delaware



Consolidated Subsidiaries (A)		Where Organized
EIC Holding GP IV		Delaware
EIC Holding I LLC		Delaware
EIC Holding II LLC		Delaware
EIC Holding III LLC		Delaware
EIC Holding IV LLC		Delaware
EIC Holding V LLC		Delaware
EIC Holding VI LLC		Delaware
FHF Safety Products Inc.		Delaware
Hernis Scan Systems Holdings, Inc.		Delaware
Intelligent Switchgear Organization LLC		Delaware
Martek Group Inc.		Delaware
Martek Power Holdings Inc.		Delaware
McGraw-Edison Development Corporation		Delaware
MTL Instruments LLC		Delaware
MTL Partners II, Inc.		Delaware
MTL Partners, Inc.		Delaware
Standard Automation & Control LP		Delaware
Vickers International Inc.		Delaware
Viking Electronics, Inc.		Delaware
Wright Line Holding, Inc.		Delaware
Wright Line LLC		Delaware
Azonix Corporation		Massachusetts
WPI-Boston Division, Inc.		Massachusetts
Eaton Ann Arbor LLC		Michigan
Cannon Technologies, Inc.		Minnesota
E. A. Pedersen Company		Nebraska
Cooper Wheelock, Inc.		New Jersey
RTK Instruments Limited Liability Company		New Jersey
Cooper Wiring Devices, Inc.		New York
Eaton (US) LLC		Ohio
Eaton Aeroquip LLC		Ohio
Eaton Corporation		Ohio
Eaton Holding LLC		Ohio
Eaton Inc.		Ohio
Eaton Leasing Corporation		Ohio
Moeller Electric Corporation		Oklahoma
Sure Power, Inc.		Oregon
Martek Power Laser Drive, LLC		Pennsylvania
Cooper Securities, Inc.		Texas
HERNIS Scan Systems - US Inc.		Texas
Cooper Power Systems Transportation Company		Wisconsin
Eaton Industries (Argentina) S.A.		Argentina
Cooper Australia Holdings Pty. Ltd.		Australia
Cooper Australia Investments Pty. Ltd.		Australia
Cooper Electrical Australia Pty. Limited		Australia
Eaton Industries Pty. Ltd.		Australia
Elpro International Pty Ltd.		Australia



Consolidated Subsidiaries (A)		Where Organized
Elpro Technologies Pty. Limited		Australia
MTL Instruments Pty Limited		Australia
Eaton Holding G.m.b.H.		Austria
Eaton Industries (Austria) G.m.b.H.		Austria
Aeroquip-Vickers Assurance Ltd.		Barbados
A-VIC Limited		Barbados
Eaton Holding SRL		Barbados
Eaton Electric S.A.		Belgium
Eaton Filtration BVBA		Belgium
Eaton Industries (Belgium) BVBA		Belgium
Aeroquip-Vickers International Ltd.		Bermuda
Cambridge International Insurance Company Ltd.		Bermuda
Cooper Bermuda Investments Ltd.		Bermuda
Cooper Finance Group Ltd.		Bermuda
Cooper Investment Group Ltd.		Bermuda
Cooper Offshore Holdings Ltd.		Bermuda
Eaton Industries Holdings Ltd.		Bermuda
Eaton Services Limited		Bermuda
Saturn Insurance Company Ltd.		Bermuda
Aeroquip do Brasil Ltda.		Brazil
Blinda Industria e Comercio Ltda.		Brazil
Bussmann do Brasil Ltda.		Brazil
Cooper Power Systems do Brasil Ltda.		Brazil
Eaton Ltda.		Brazil
Eaton Power Solutions Ltda.		Brazil
Hernis Scan System do Brasil Comercio E Servicos LTDA		Brazil
Internormen Tecnologia em Produtos Hidraulicos e Electronicos do Brasil Ltda		Brazil
Moeller Electric Ltda.		Brazil
Moeller Industria de electro-electronicos do Amazonas Ltda.		Brazil
Collins Associates Ltd.		British Virgin Islands
Digital Lighting Holdings Limited		British Virgin Islands
Phoenixtec International Corp.		British Virgin Islands
Senyuan International Investments Limited		British Virgin Islands
Silver Light International Limited		British Virgin Islands
Winner Hydraulics Ltd.		British Virgin Islands
Eaton Industries EOOD		Bulgaria
Aeroquip-Vickers Canada, Inc.		Canada
Cooper Finance (Canada) L.P.		Canada
Cooper Indusries Holdings (Canada) Inc.		Canada
Cooper Industries (Canada) Inc.		Canada
Cooper Industries (Electrical) Inc.		Canada
CopperLogic, Ltd.		Canada
Cyme International T & D Inc.		Canada
Eaton ETN Offshore Company		Canada
Eaton ETN Offshore II Company		Canada
Eaton Industries (Canada) Company		Canada
Fifth Light Technology Ltd.		Canada



Consolidated Subsidiaries (A)		Where Organized
Moeller Canada Limited		Canada
Aeroquip Financial Ltd.		Cayman Islands
Cooper Colombia Investments, Ltd.		Cayman Islands
Cooper International Holdings, Ltd.		Cayman Islands
Cooper Netherlands Investments, Ltd.		Cayman Islands
Cooper Switzerland Investments, Ltd.		Cayman Islands
Cutler-Hammer Electrical Company		Cayman Islands
Cutler-Hammer Industries Ltd.		Cayman Islands
Eaton Holding I Limited		Cayman Islands
Eaton Holding II Limited		Cayman Islands
Eaton Holding III Limited		Cayman Islands
Georgetown Financial Services Ltd.		Cayman Islands
Green Holding Company		Cayman Islands
Eaton Industries (Chile) S.p.A.		Chile
Rolec Comercial e Industrial S.A.		Chile
Beijing Internormen-Filter Ltd. Co.		China
Chloride Phoenixtec Electronics (Shenzhen) Ltd.		China
Cooper (China) Co., Ltd.		China
Cooper (Ningbo) Electric Co., Ltd.		China
Cooper Edison (Pingdingshan) Electronic Technologies Co., Ltd.		China
Cooper Electric (Changzhou) Co., Ltd.		China
Cooper Electric (Shanghai) Co., Ltd.		China
Cooper Electronic Technologies (Shanghai) Co., Ltd.		China
Cooper Shanghai Power Capacitor Co., Ltd.		China
Cooper Xi'an Fusegear Co., Ltd.		China
Cooper Yuhua (Changzhou) Electric Equipment Manufacturing Co., Ltd.		China
Digital Lighting (Dong Guan) Co., Ltd.		China
Dongguan Cooper Electronics Co. Ltd.		China
Dongguan Fu Li An Electronics Co., Ltd.		China
Dongguan Wiring Devices Electronics Co., Ltd.		China
Eaton (China) Investments Co., Ltd.		China
Eaton Electrical (Zhongshan) Co., Ltd.		China
Eaton Electrical Equipment Co., Ltd.		China
Eaton Electrical Ltd.		China
Eaton Filtration (Shanghai) Co. Ltd.		China
Eaton Fluid Power (Shanghai) Co., Ltd.		China
Eaton Hydraulics (Luzhou) Co., Ltd.		China
Eaton Hydraulics (Ningbo) Co., Ltd.		China
Eaton Hydraulics Systems (Jining) Co., Ltd.		China
Eaton Industrial Clutches and Brakes (Shanghai) Co., Ltd.		China
Eaton Industries (Jining) Co., Ltd		China
Eaton Industries (Shanghai) Co., Ltd.		China
Eaton Industries (Wuxi) Co. Ltd.		China
Eaton Power Quality (Shanghai) Co., Ltd.		China
Eaton SAMC (Shanghai) Aircraft Conveyance System Manufacturing Co., Ltd.		China
Eaton Senstar Automotive Fluid Connectors (Shanghai) Co., Ltd.		China
Funke+Huster (Tianjin) Electronics Co. Ltd.		China



Consolidated Subsidiaries (A)		Where Organized
Gomex Rubber and Plastics (Shanghai) Ltd.		China
Hangzhou Eaton Power Quality Co., Ltd.		China
Kaicheng Funke+Huster (Tangshan) Mining Electrical Co. Ltd.		China
Lian Zheng Electronics (Shenzhen) Co., Ltd.		China
Moeller Electric (Shanghai) Co., Ltd.		China
Moeller Electrical Equipment (Suzhou) Co.		China
MTL Instruments (Shanghai) Co. Ltd		China
Nanjing Xinyijia Electrical Co., Ltd.		China
Phoenixtec Electronics (Shenzhen) Co., Ltd.		China
Santak Electronics (Shenzhen) Co., Ltd.		China
Shanghai Eaton Engine Components Co., Ltd.		China
UPE Electronics (Shenzhen) Co., Ltd.		China
Zhangjiagang Jeil Hydraulics Co., Ltd.		China
Zhenjiang Daqo Eaton Electrical Systems Co., Ltd.		China
Cooper Industries Colombia S.A.S.		Colombia
Eaton Industries (Colombia) S.A.S.		Colombia
Eaton Electrical S.A.		Costa Rica
Eaton Finance N.V.		Curacao
Eaton Electric s.r.o.		Czech Republic
Eaton Elektrotechnika s.r.o.		Czech Republic
Eaton Industries s.r.o.		Czech Republic
Begerow Nordic ApS		Denmark
Eaton Electrical ApS		Denmark
Cutler-Hammer, SRL		Dominican Republic
Eaton Holec OY		Finland
Eaton Power Quality OY (Finland)		Finland
Cooper Capri S.A.S.		France
Cooper Menvier France SARL		France
Cooper Securite S.A.S.		France
Eaton France Holding S.A.S.		France
Eaton Industries (France) S.A.S.		France
Eaton Power Quality S.A.S.		France
Eaton S.A.S.		France
Eaton Technologies S.A.		France
Martek Power F SAS		France
MP Group SAS		France
MTL Instruments SARL		France
Sefelec SAS		France
Semelec SAS		France
CEAG Notlichtsysteme GmbH		Germany
Cooper Crouse-Hinds GmbH		Germany
Cooper Germany Holdings GmbH		Germany
Cooper Industries Finanzierungs-GbR		Germany
Cooper Industries Holdings GmbH		Germany
Cooper Investments Partners GmbH Co. KG		Germany
Cooper Investments Verwaltungsgesellschaft mbH		Germany
Eaton Automotive G.m.b.H.		Germany



Consolidated Subsidiaries (A)		Where Organized
Eaton Electric G.m.b.H.		Germany
Eaton Electrical IP G.m.b.H. & Co. KG		Germany
Eaton GmbH & Co. KG		Germany
Eaton Germany G.m.b.H.		Germany
Eaton Holding SE & Co. KG		Germany
Eaton Industrial IP G.m.b.H. & Co. KG		Germany
Eaton Industries G.m.b.H.		Germany
Eaton Industries Holding G.m.b.H.		Germany
Eaton Production International G.m.b.H.		Germany
Eaton SE		Germany
Eaton Technologies G.m.b.H.		Germany
Eaton Technologies IP G.m.b.H. & Co. KG		Germany
FHF Bergbautechnik GmbH & Co. KG		Germany
FHF Funke+Huster Fernsig GmbH		Germany
FHF New World GmbH		Germany
Funke+Huster GmbH		Germany
GeCma Components Electronic GmbH		Germany
Institute for International Product Safety G.m.b.H.		Germany
Martek Power GmbH		Germany
MTL Instruments GmbH		Germany
Sefelec GmbH		Germany
Cooper Univel S.A.		Greece
Digital Lighting Co., Limited		Hong Kong
Eaton Electric & Engineering Services Limited		Hong Kong
Eaton Enterprises Limited		Hong Kong
Eaton Power Quality Limited		Hong Kong
Martek Power Limited		Hong Kong
Maxiford Trading Limited		Hong Kong
Riseson International Limited		Hong Kong
Santak Electronics Company Limited		Hong Kong
Scoremax Limited		Hong Kong
Silver Victory Hong Kong Limited		Hong Kong
Tai Ah Electrical Ltd.		Hong Kong
True Fortune Limited		Hong Kong
Vickers Systems Limited		Hong Kong
Cooper Bussmann Hungaria Kft.		Hungary
Cooper Hungary Group Financing LLC		Hungary
Eaton Industries KFT		Hungary
Cooper Bussmann India Private Limited		India
Cooper India Private Limited		India



Consolidated Subsidiaries (A)		Where Organized
Eaton Electric Private Limited		India
Eaton Fluid Power Limited		India
Eaton Industrial Systems Private Limited		India
Eaton Industries Private Limited		India
Eaton Power Quality Private Limited		India
Eaton Technologies Private Limited		India
Internormen Filters Private Limited		India
MTL Instruments Private Limited		India
PT. Fluid Sciences Batam		Indonesia
Abeiron II Limited		Ireland
Cooper Industries		Ireland
Cooper Industries Holdings (Ireland) Limited		Ireland
Cooper Industries Trading Limited		Ireland
Tractech (Ireland) Limited		Ireland
Tractech Industries (Ireland) Limited		Ireland
TT (Ireland) Acquisition Limited		Ireland
Filflex LTD		Israel
Begerow Italia S.r.l.		Italy
Cooper Csa Srl		Italy
Eaton Fluid Power S.r.l.		Italy
Eaton Industries (Italy) S.r.l.		Italy
Eaton S.r.l.		Italy
Gitiesse S.r.l.		Italy
MTL Italia Srl		Italy
Cooper Industries Japan K.K.		Japan
Eaton Filtration Ltd.		Japan
Eaton Industries (Japan) Ltd.		Japan
Eaton Japan Co., Ltd.		Japan
Moeller Electric Ltd.		Japan
Eaton Electric S.I.A.		Latvia
Cooper Investment Group S.a.r.l.		Luxembourg
Eaton Controls (Luxembourg) S.a.r.l.		Luxembourg
Eaton Holding II S.a.r.l.		Luxembourg
Eaton Holding III S.a.r.l.		Luxembourg
Eaton Holding IV S.a.r.l.		Luxembourg
Eaton Holding IX S.a.r.l.		Luxembourg
Eaton Holding S.a r.l.		Luxembourg
Eaton Holding V S.a.r.l.		Luxembourg
Eaton Holding VI S.a.r.l.		Luxembourg
Eaton Holding VIII S.a.r.l.		Luxembourg
Eaton Holding X S.a.r.l.		Luxembourg
Eaton Moeller S.a.r.l.		Luxembourg
Eaton Technologies (Luxembourg) S.a.r.l.		Luxembourg
Martek Power SA		Luxembourg
Cooper Industries Malaysia SDN BHD		Malaysia
Eaton Industries Sdn. Bhd.		Malaysia
ETN Asia International Limited		Mauritius
ETN Holding 1 Limited		Mauritius
ETN Holding 2 Limited		Mauritius



Consolidated Subsidiaries (A)		Where Organized
ETN Holding 3 Limited		Mauritius
Arrow-Hart, S. de R.L. de C.V.		Mexico
Bussman, S. de R.L. de C.V.		Mexico
Componentes de Iluminacion, S. de R.L. de C.V.		Mexico
Cooper Crouse-Hinds, S. de R.L. de C.V.		Mexico
Cooper Industries Mexico, S. de R.L. de C.V.		Mexico
Cooper Lighting de Mexico, S. de R.L. de C.V.		Mexico
Cooper Mexico Distribucion, S. de R.L. de C.V.		Mexico
Cooper Wiring Devices de Mexico, S.A de C.V.		Mexico
Cooper Wiring Devices Manufacturing, S. de R.L. de C.V.		Mexico
Eaton Controls, S. de R.L. de C.V.		Mexico
Eaton Industries, S. de R.L. de C.V.		Mexico
Eaton Technologies, S. de R.L. de C.V.		Mexico
Eaton Trading Company, S. de R.L. de C.V.		Mexico
Eaton Truck Components, S. de R.L. de C.V.		Mexico
Electromanufacturas, S de R.L. de C.V.		Mexico
Iluminacion Cooper de las Californias, S de R.L. de C.V.		Mexico
Martek Power S.A. de C.V.		Mexico
Eaton Electric S.a.r.l.		Morocco
Blessing International B.V.		Netherlands
Cooper Crouse-Hinds B.V.		Netherlands
Cooper Industries Finance B.V.		Netherlands
Cooper Industries Global B.V.		Netherlands
Cooper Safety B.V.		Netherlands
Eaton B.V.		Netherlands
Eaton C.V.		Netherlands
Eaton Holding I B.V.		Netherlands
Eaton Holding III B.V.		Netherlands
Eaton Holding International I B.V.		Netherlands
Eaton Holding V B.V.		Netherlands
Eaton Holding VI B.V.		Netherlands
Eaton Holding VII B.V.		Netherlands
Eaton Industries (Netherlands) B.V.		Netherlands
Eaton International B.V.		Netherlands
Eaton Moeller B.V.		Netherlands
MTL Instruments B.V.		Netherlands
Scantronic Benelux BV		Netherlands
Stichting Deutschland Investments		Netherlands
Turlock B.V.		Netherlands
Eaton Industries Company		New Zealand
Eaton Industries International (Nigeria) Ltd.		Nigeria
Cooper Crouse-Hinds AS		Norway
Eaton Electric AS		Norway
Hernis Scan Systems A/S		Norway
Norex AS		Norway
Rolec S.A.C.		Peru
Begerow Polska Sp. z.o.o.		Poland
Eaton Automotive Components Spolka z.o.o.		Poland
Eaton Automotive Spolka z.o.o.		Poland



Consolidated Subsidiaries (A)		Where Organized
Eaton Automotive Systems Spolka z.o.o.		Poland
Eaton Electric Spolka z.o.o.		Poland
Eaton I Spolka z.o.o.		Poland
Eaton Truck Components Spolka z.o.o.		Poland
Cooper Pretronica Lda.		Portugal
Eaton Madeira SGPS Lda.		Portugal
Cooper Industries Romania SRL		Romania
Eaton Electric S.r.l.		Romania
Eaton Electro Productie S.r.l.		Romania
Cooper Industries Russia LLC		Russia
Eaton LLC		Russia
OOO Moeller Elektrik Produktion Mozhajsk		Russia
Eaton II LP		Scotland
Eaton III LP		Scotland
Eaton Industries LP		Scotland
Eaton IV LP		Scotland
Eaton LP		Scotland
Eaton Electric doo		Serbia
Cooper Crouse-Hinds Pte. Ltd.		Singapore
Eaton Industries Pte. Ltd.		Singapore
FHF Safety Products Pte. Ltd.		Singapore
Hernis Scan Systems - Asia Pte. Ltd.		Singapore
Megatec Holdigns (Singapore) Pte. Ltd.		Singapore
Eaton Electric s.r.o.		Slovak Republic
Eaton Electric (South Africa) Pty Ltd.		South Africa
Eaton Hydraulics (Proprietary) Limited		South Africa
Eaton Truck Components (Proprietary) Ltd.		South Africa
Cooper Korea Ltd.		South Korea
Eaton Industries (Korea) Limited		South Korea
Jeil Hydraulics Co., Ltd.		South Korea
Aeroquip Iberica S.L.		Spain
Cooper Crouse-Hinds, S.A.		Spain
Eaton Industries (Spain) S.L.		Spain
Productos Eaton Livia S.L.		Spain
Eaton Holec AB		Sweden
Eaton Power Quality AB		Sweden
Ultronics Nordic Sales AB		Sweden
Eaton Automation AG		Switzerland
Eaton Automation Holding AG		Switzerland
Eaton Industries II G.m.b.H.		Switzerland
Eaton Industries Manufacturing G.m.b.H.		Switzerland
Eaton Manufacturing G.m.b.H		Switzerland
Eaton Manufacturing II G.m.b.H.		Switzerland
Eaton Manufacturing III G.m.b.H.		Switzerland
Eaton Manufacturing Limited Partnership		Switzerland
Centralion Industrial Inc.		Taiwan
Eaton Phoenixtec MMPL Co. Ltd.		Taiwan
RTE Far East Corporation		Taiwan
Eaton Electric Company Ltd.		Thailand



Consolidated Subsidiaries (A)		Where Organized
Eaton Industries (Thailand) Ltd.		Thailand
Moeller Electric Ltd.		Thailand
Martek Power Tunisie SARL		Tunisia
Eaton Elektrik Ticaret Limited Sirketi		Turkey
Polimer Kaucuk Sanayi ve Pazarlama A.S.		Turkey
D.P. Eaton Electric		Ukraine
Cooper Crouse-Hinds (LLC)		United Arab Emirates
Cooper Industries FZE		United Arab Emirates
Cooper Industries Healthcare Solutions FZ-LLC		United Arab Emirates
Eaton FZE		United Arab Emirates
Apex Lighting Controls Limited		United Kingdom
Aphel Ltd.		United Kingdom
Aphel Technologies Ltd.		United Kingdom
Broomco (1644) Limited		United Kingdom
Cooper (UK) Group Limited		United Kingdom
Cooper B-Line Limited		United Kingdom
Cooper Bussmann (U.K.) Limited		United Kingdom
Cooper Controls (U.K.) Limited		United Kingdom
Cooper Controls (Watford) Limited		United Kingdom
Cooper Controls Limited		United Kingdom
Cooper Crouse-Hinds (UK) Ltd.		United Kingdom
Cooper Fulleon Limited		United Kingdom
Cooper Industries (England) Limited		United Kingdom
Cooper Industries (U.K.) Limited		United Kingdom
Cooper Industries Investments UK Limited		United Kingdom
Cooper Industries UK Subco Limited		United Kingdom
Cooper Lighting and Safety Limited		United Kingdom
Cooper MEDC Limited		United Kingdom
Cooper Pensions Limited		United Kingdom
Cooper Safety Limited		United Kingdom
Cooper Security Limited		United Kingdom
Crompton Lighting Holdings Limited		United Kingdom
Crompton Lighting International Limited		United Kingdom
Eaton Aerospace Limited		United Kingdom
Eaton Electric Limited		United Kingdom
Eaton Electric Sales Ltd.		United Kingdom
Eaton Filtration Limited		United Kingdom
Eaton Holding Limited		United Kingdom
Eaton Industries (UK) Limited		United Kingdom
Eaton Industries Limited		United Kingdom
Eaton Limited		United Kingdom
Eaton Power Quality Limited		United Kingdom
Eaton Power Solutions Limited		United Kingdom
Fotadvise (M.E.W.) Limited		United Kingdom
Hi-Flow Valves Limited		United Kingdom
HITech Instruments Limited		United Kingdom
iLight Group Limited		United Kingdom
iLight Limited		United Kingdom
Light Processor Limited		United Kingdom



Consolidated Subsidiaries (A)		Where Organized
Lightfactor Sales Limited		United Kingdom
Marata Group Limited		United Kingdom
Martek Power Limited (UK)		United Kingdom
Measurement Technology Limited		United Kingdom
Menvier Overseas Holdings Limited		United Kingdom
Mercury Switch Manufacturing Company Limited		United Kingdom
Mount (York) Limited		United Kingdom
Mount Engineering plc		United Kingdom
Nelco Systems Limited		United Kingdom
Ocean Technical Systems Limited		United Kingdom
Polaron Communications Limited		United Kingdom
Polaron Components Limited		United Kingdom
Polaron Cortina Limited		United Kingdom
Polaron Engineering Limited		United Kingdom
Polaron Entropics Limited		United Kingdom
Polaron Manufacturing Limited		United Kingdom
Polaron Schaevitz Limited		United Kingdom
Raxton Limited		United Kingdom
Redapt Engineering Co. Limited		United Kingdom
Rossula Limited		United Kingdom
RTK Instruments Limited		United Kingdom
The MTL Instruments Group Limited		United Kingdom
Ultronics Limited		United Kingdom
Zero 88 Lighting Limited		United Kingdom
Eaton Electrical, S.A.		Venezuela
____________
(A) Other Eaton subsidiaries, many inactive, are not listed above. If considered in the aggregate, they would not be material.

Eaton Corporation plc

2012 Annual Report on Form 10-K

Item 15(b)

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of Eaton Corporation plc, successor registrant to Eaton Corporation, and in the related Prospectuses of our reports dated February 28, 2013 , with respect to the consolidated financial statements of Eaton Corporation plc, and the effectiveness of internal control over financial reporting of Eaton Corporation plc, included in this Annual Report (Form 10-K) for the year ended December 31, 2012 .



Registration number	Description	Filing date
333-185206	Multiple plans - Form S-8 Registration Statement	November 30, 2012

	Amended and Restated 2012 Stock Plan

	Second Amended and Restated 2009 Stock Plan

	Amended and Restated 2008 Stock Plan

	Amended and Restated 2004 Stock Plan

	Amended and Restated 2002 Stock Plan

	Amended and Restated 1998 Stock Plan

	Amended and Restated 1995 Stock Plan

	Eaton Incentive Compensation Deferral Plan II

	Eaton Corporation Deferred Incentive Compensation Plan II

	2005 Non-Employee Director Fee Deferral Plan

	Eaton Savings Plan

	Eaton Personal Investment Plan

	Eaton Puerto Rico Retirement Savings Plan

	Cooper Retirement Savings and Stock Ownership Plan



/s/ Ernst & Young LLP

Cleveland, Ohio
February 28, 2013

Eaton Corporation plc

2012 Annual Report on Form 10-K

Item 15(b)

Exhibit 24

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS: That each person whose name is signed below has made, constituted and appointed, and by this instrument does make, constitute and appoint Richard H. Fearon, Billie K. Rawot or William J. Nowak his or her true and lawful attorney, for him or her and in his or her name, place and stead to subscribe, as attorney-in-fact, his or her signature as Director or Officer or both, as the case may be, of Eaton Corporation plc, to its Annual Report on Form 10-K for the year ended December 31, 2012 pursuant to the Securities Exchange Act of 1934, and to any and all amendments to that Annual Report, hereby giving and granting unto each such attorney-in-fact full power and authority to do and perform every act and thing whatsoever necessary to be done in the premises, as fully as he or she might or could do if personally present, hereby ratifying and confirming all that each such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall not apply to any Annual Report on Form 10-K or amendment thereto filed after December 31, 2013 .

IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio, U.S.A. this 27th day of February, 2013.



/s/ Alexander M. Cutler		/s/ Richard H. Fearon
Alexander M. Cutler, Chairman; Principal Executive Officer; Director		Richard H. Fearon, Principal Financial Officer


/s/ Billie K. Rawot		/s/ George S. Barett
Billie K. Rawot Principal Accounting Officer		George S. Barrett, Director


/s/ Todd M. Bluedorn		/s/ Christopher M. Connor
Todd M. Bluedorn, Director		Christopher M. Connor, Director


/s/ Michael J. Critelli		/s/ Charles E. Golden
Michael J. Critelli, Director		Charles E. Golden, Director


/s/ Linda A. Hill		/s/ Arthur E. Johnson
Linda A. Hill, Director		Arthur E. Johnson, Director


/s/ Ned C. Lautenbach		/s/ Deborah L. McCoy
Ned C. Lautenbach, Director		Deborah L. McCoy, Director


/s/ Gregory R. Page		/s/ Gerald B. Smith
Gregory R. Page, Director		Gerald B. Smith, Director

Eaton Corporation plc

2012 Annual Report on Form 10-K

Item 15(b)

Exhibit 31.1

Certification

I, Alexander M. Cutler, certify that:


1.	I have reviewed this annual report on Form 10-K 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 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.

Eaton Corporation plc

2012 Annual Report on Form 10-K

Item 15(b)

Exhibit 31.2

Certification

I, Richard H. Fearon, certify that:


1.	I have reviewed this annual report on Form 10-K 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 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.

Eaton Corporation plc

2012 Annual Report on Form 10-K

Item 15(b)

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 Annual Report on Form 10-K for the year ended December 31, 2012 (“10-K Report”).

I hereby certify that, based on my knowledge, the 10-K Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C 78m), and information contained in the 10-K Report fairly presents, in all material respects, the financial condition and results of operations of Eaton Corporation plc and its consolidated subsidiaries.

Eaton Corporation plc

2012 Annual Report on Form 10-K

Item 15(b)

Exhibit 32.2

Certification



	Other postretirement benefits plans
	2012		2011		2010
Assumptions used to determine benefit obligation at year-end
Discount rate	3.79	%	4.60	%	5.20	%
Health care cost trend rate assumed for next year	6.96	%	7.60	%	8.10	%
Ultimate health care cost trend rate	4.53	%	4.50	%	4.50	%
Year ultimate health care cost trend rate is achieved	2022		2020		2020

Assumptions used to determine expense
Discount rate	4.60	%	5.20	%	5.70	%
Initial health care cost trend rate	7.60	%	8.10	%	8.30	%
Ultimate health care cost trend rate	4.50	%	4.50	%	4.75	%
Year ultimate health care cost trend rate is achieved	2020		2020		2017



	1% increase		1% decrease
Effect on total service and interest cost	$	1	$	(1	)
Effect on other postretirement liabilities	22		(20		)



	Estimated United States pension payments		Estimated non-United States pension payments		Estimated other postretirement benefit payments
	Estimated United States pension payments		Estimated non-United States pension payments		Gross		Medicare prescription drug subsidy
2013	$	228	$	89	$	93	$	(7	)
2014	405		90		91		(6		)
2015	255		92		84		(6		)
2016	272		95		81		(5		)
2017	279		98		77		(5		)
2018 - 2022	1,473		535		328		(13		)


Level 1 -	Quoted prices (unadjusted) for identical assets in active markets.


Level 2 -	Quoted prices for similar assets in active markets, and inputs that are observable for the asset, either directly or indirectly, for substantially the full term of the financial instrument.