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EATON CORPORATION plc
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(Exact name of registrant as specified in its charter)
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Ireland
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98-1059235
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification Number)
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Eaton House, 30 Pembroke Road, Dublin 4, Ireland
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-
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(Address of principal executive offices)
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(Zip code)
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+353 1637 2900
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(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Ordinary Shares ($0.01 par value)
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The New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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TABLE OF CONTENTS
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EX-12
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EX-21
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EX-23
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EX-24
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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Month
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Total number of shares purchased
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Average price paid per share
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Total number of shares purchased as part of publicly announced plans or programs
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Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
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October
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—
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$
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—
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—
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$
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896
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November
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3,443,941
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$
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56.38
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3,443,941
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$
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702
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December
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651,652
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$
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52.03
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651,652
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$
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668
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Total
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4,095,593
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$
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55.69
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4,095,593
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Name
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Age
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Position (Date elected to position)
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Alexander M. Cutler
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64
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Chairman of Eaton Corporation plc (November 30, 2012 - present)
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Chief Executive Officer of Eaton Corporation (August 1, 2000 - present)
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Director of Eaton Corporation (September 22, 1993 - November 30, 2012)
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Craig Arnold
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55
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Director of Eaton Corporation plc (September 1, 2015 - present)
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President and Chief Operating Officer of Eaton Corporation (September 1, 2015 - present)
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Vice Chairman and Chief Operating Officer - Industrial Sector of Eaton Corporation
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(February 1, 2009 - August 31, 2015)
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Richard H. Fearon
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59
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Director of Eaton Corporation plc (September 1, 2015 - present)
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Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation
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(April 24, 2002 - present)
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Revathi Advaithi
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48
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Chief Operating Officer - Electrical Sector of Eaton Corporation
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(September 1, 2015 - present)
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President of Electrical Sector, Americas of Eaton Corporation
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(April 1, 2012 - August 31, 2015)
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President, Electrical Sector, Asia Pacific of Eaton Corporation (July 1, 2009 - March 31, 2012)
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Uday Yadav
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52
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Chief Operating Officer - Industrial Sector of Eaton Corporation
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(September 1, 2015 - present)
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President of Aerospace Group of Eaton Corporation (August 1, 2012 - August 31, 2015)
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Executive Vice President, Eaton Business System (January 1, 2010 - July 31, 2012)
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Cynthia K. Brabander
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54
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Executive Vice President and Chief Human Resources Officer of Eaton Corporation
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(March 1, 2012 - present)
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Senior Vice President, Human Resources of Gates Corporation
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(April 11, 2009 - January 10, 2012)
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Mark M. McGuire
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58
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Executive Vice President and General Counsel of Eaton Corporation
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(December 1, 2005 - present)
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Thomas E. Moran
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51
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Senior Vice President and Secretary of Eaton Corporation plc (November 27, 2012 - present)
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Senior Vice President and Secretary of Eaton Corporation (October 1, 2008 - January 1, 2013)
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Ken D. Semelsberger
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54
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Senior Vice President and Controller of Eaton Corporation (November 1, 2013 - present)
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Senior Vice President, Finance and Planning - Industrial Sector of Eaton Corporation
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(February 1, 2009 - October 31, 2013)
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(a)
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(1) The reports of the independent registered public accounting firm, consolidated financial statements and notes to consolidated financial statements are included in Item 8 above:
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(b)
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Exhibits
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EATON CORPORATION plc
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Registrant
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Date:
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February 24, 2016
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By:
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/s/ Richard H. Fearon
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Richard H. Fearon
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(On behalf of the registrant and as Principal Financial Officer)
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Signature
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Title
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*
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Alexander M. Cutler
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Principal Executive Officer; Director
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*
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*
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Ken D. Semelsberger
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Principal Accounting Officer
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Sandra Pianalto
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Director
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*
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*
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Craig Arnold
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Director
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Todd M. Bluedorn
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Director
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*
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*
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Christopher M. Connor
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Director
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Michael J. Critelli
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Director
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*
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*
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Charles E. Golden
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Director
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Linda A. Hill
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Director
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/s/ Richard H. Fearon
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*
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Richard H. Fearon
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Director
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Ned C. Lautenbach
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Director
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*
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/s/ Gregory R. Page
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Arthur E. Johnson
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Director
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Gregory R. Page
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Director
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*
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*
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Deborah L. McCoy
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Director
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Gerald B. Smith
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Director
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*By
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/s/ Richard H. Fearon
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Richard H. Fearon, Attorney-in-Fact for the officers
and directors signing in the capacities indicated
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/s/ Alexander M. Cutler
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/s/ Richard H. Fearon
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/s/ Ken D. Semelsberger
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Principal Executive Officer
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Principal Financial Officer
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Principal Accounting Officer
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February 24, 2016
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/s/ Alexander M. Cutler
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/s/ Richard H. Fearon
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/s/ Ken D. Semelsberger
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Principal Executive Officer
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Principal Financial Officer
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Principal Accounting Officer
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February 24, 2016
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Year ended December 31
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(In millions except for per share data)
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2015
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2014
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2013
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||||||
Net sales
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$
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20,855
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$
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22,552
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$
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22,046
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Cost of products sold
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14,292
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15,646
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15,369
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Selling and administrative expense
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3,596
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3,810
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3,886
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Litigation settlements
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—
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644
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—
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Research and development expense
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625
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647
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644
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Interest expense - net
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232
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227
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271
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Other income - net
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(35
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(183
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(8
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Income before income taxes
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2,145
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1,761
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1,884
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Income tax expense (benefit)
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164
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(42
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)
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11
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Net income
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1,981
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1,803
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1,873
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Less net income for noncontrolling interests
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(2
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(10
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(12
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Net income attributable to Eaton ordinary shareholders
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$
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1,979
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$
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1,793
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$
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1,861
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Net income per share attributable to Eaton ordinary shareholders
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Diluted
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$
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4.23
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$
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3.76
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$
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3.90
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Basic
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4.25
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3.78
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3.93
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Weighted-average number of ordinary shares outstanding
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Diluted
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467.1
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476.8
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476.7
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Basic
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465.5
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474.1
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473.5
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Cash dividends declared per ordinary share
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$
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2.20
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$
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1.96
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$
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1.68
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Year ended December 31
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(In millions)
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2015
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2014
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2013
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||||||
Net income
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$
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1,981
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$
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1,803
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$
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1,873
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Less net income for noncontrolling interests
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(2
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(10
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(12
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Net income attributable to Eaton ordinary shareholders
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1,979
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1,793
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1,861
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||||||
Other comprehensive (loss) income, net of tax
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Currency translation and related hedging instruments
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(1,078
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(1,019
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(28
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Pensions and other postretirement benefits
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111
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(315
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429
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Cash flow hedges
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3
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(5
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3
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Other comprehensive (loss) income attributable to Eaton
ordinary shareholders
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(964
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)
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(1,339
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)
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404
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||||||
Total comprehensive income attributable to Eaton ordinary shareholders
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$
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1,015
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$
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454
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$
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2,265
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December 31
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(In millions)
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2015
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2014
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Assets
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Current assets
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Cash
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$
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268
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$
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781
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Short-term investments
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177
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245
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Accounts receivable - net
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3,479
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3,667
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Inventory
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2,323
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2,428
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Deferred income taxes
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—
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593
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Prepaid expenses and other current assets
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369
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386
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Total current assets
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6,616
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8,100
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Property, plant and equipment
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Land and buildings
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2,383
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2,343
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Machinery and equipment
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5,501
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5,621
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Gross property, plant and equipment
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7,884
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7,964
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Accumulated depreciation
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(4,319
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)
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(4,214
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)
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Net property, plant and equipment
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3,565
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3,750
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Other noncurrent assets
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Goodwill
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13,479
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13,893
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Other intangible assets
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6,014
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6,556
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Deferred income taxes
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362
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228
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Other assets
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995
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1,002
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Total assets
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$
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31,031
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$
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33,529
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Liabilities and shareholders’ equity
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Current liabilities
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Short-term debt
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$
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426
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$
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2
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Current portion of long-term debt
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242
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1,008
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Accounts payable
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1,758
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1,940
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Accrued compensation
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366
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420
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Other current liabilities
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1,833
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1,985
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Total current liabilities
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4,625
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5,355
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Noncurrent liabilities
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Long-term debt
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7,781
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8,024
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Pension liabilities
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1,586
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1,812
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|
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Other postretirement benefits liabilities
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440
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|
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513
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|
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Deferred income taxes
|
390
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|
|
901
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|
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Other noncurrent liabilities
|
978
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|
|
1,085
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|
||
Total noncurrent liabilities
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11,175
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12,335
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|
||||
Shareholders’ equity
|
|
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|
||||
Ordinary shares (458.8 million outstanding in 2015 and 467.9 million in 2014)
|
5
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|
|
5
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|
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Capital in excess of par value
|
11,701
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|
|
11,605
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|
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Retained earnings
|
7,346
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|
|
7,078
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|
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Accumulated other comprehensive loss
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(3,863
|
)
|
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(2,899
|
)
|
||
Shares held in trust
|
(3
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)
|
|
(3
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)
|
||
Total Eaton shareholders’ equity
|
15,186
|
|
|
15,786
|
|
||
Noncontrolling interests
|
45
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|
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53
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|
||
Total equity
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15,231
|
|
|
15,839
|
|
||
Total liabilities and equity
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$
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31,031
|
|
|
$
|
33,529
|
|
|
Year ended December 31
|
||||||||||
(In millions)
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2015
|
|
2014
|
|
2013
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
1,981
|
|
|
$
|
1,803
|
|
|
$
|
1,873
|
|
Adjustments to reconcile to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
925
|
|
|
983
|
|
|
997
|
|
|||
Deferred income taxes
|
(100
|
)
|
|
(382
|
)
|
|
(311
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)
|
|||
Pension and other postretirement benefits expense
|
323
|
|
|
293
|
|
|
384
|
|
|||
Contributions to pension plans
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(330
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)
|
|
(362
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)
|
|
(341
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)
|
|||
Contributions to other postretirement benefits plans
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(31
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)
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(40
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)
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(59
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)
|
|||
Excess tax benefit from equity-based compensation
|
(1
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)
|
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(20
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)
|
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(32
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)
|
|||
Gain on sale of businesses
|
—
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|
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(68
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)
|
|
(2
|
)
|
|||
Changes in working capital
|
|
|
|
|
|
|
|
|
|||
Accounts receivable - net
|
5
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|
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(205
|
)
|
|
(231
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)
|
|||
Inventory
|
(20
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)
|
|
(152
|
)
|
|
(92
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)
|
|||
Accounts payable
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(120
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)
|
|
49
|
|
|
86
|
|
|||
Accrued compensation
|
(28
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)
|
|
(32
|
)
|
|
—
|
|
|||
Accrued income and other taxes
|
(9
|
)
|
|
(73
|
)
|
|
1
|
|
|||
Other current assets
|
7
|
|
|
73
|
|
|
(42
|
)
|
|||
Other current liabilities
|
(76
|
)
|
|
8
|
|
|
(46
|
)
|
|||
Other - net
|
(155
|
)
|
|
3
|
|
|
100
|
|
|||
Net cash provided by operating activities
|
2,371
|
|
|
1,878
|
|
|
2,285
|
|
|||
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
||||||
Capital expenditures for property, plant and equipment
|
(506
|
)
|
|
(632
|
)
|
|
(614
|
)
|
|||
Cash (paid for) received from acquisitions of businesses, net of cash acquired
|
(72
|
)
|
|
2
|
|
|
(9
|
)
|
|||
Sales (purchases) of short-term investments - net
|
37
|
|
|
522
|
|
|
(288
|
)
|
|||
Proceeds from sales of businesses
|
1
|
|
|
282
|
|
|
777
|
|
|||
Other - net
|
(35
|
)
|
|
(31
|
)
|
|
(68
|
)
|
|||
Net cash (used in) provided by investing activities
|
(575
|
)
|
|
143
|
|
|
(202
|
)
|
|||
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from borrowings
|
425
|
|
|
—
|
|
|
9
|
|
|||
Payments on borrowings
|
(1,027
|
)
|
|
(582
|
)
|
|
(1,096
|
)
|
|||
Cash dividends paid
|
(1,026
|
)
|
|
(929
|
)
|
|
(796
|
)
|
|||
Exercise of employee stock options
|
52
|
|
|
54
|
|
|
121
|
|
|||
Repurchase of shares
|
(682
|
)
|
|
(650
|
)
|
|
—
|
|
|||
Excess tax benefit from equity-based compensation
|
1
|
|
|
20
|
|
|
32
|
|
|||
Other - net
|
(10
|
)
|
|
(43
|
)
|
|
(6
|
)
|
|||
Net cash used in financing activities
|
(2,267
|
)
|
|
(2,130
|
)
|
|
(1,736
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of currency on cash
|
(42
|
)
|
|
(25
|
)
|
|
(9
|
)
|
|||
Total (decrease) increase in cash
|
(513
|
)
|
|
(134
|
)
|
|
338
|
|
|||
Cash at the beginning of the period
|
781
|
|
|
915
|
|
|
577
|
|
|||
Cash at the end of the period
|
$
|
268
|
|
|
$
|
781
|
|
|
$
|
915
|
|
|
Ordinary shares
|
|
Capital in excess of par value
|
|
Retained earnings
|
|
Accumulated other comprehensive loss
|
|
Shares held in trust
|
|
Total Eaton shareholders' equity
|
|
Noncontrolling interests
|
|
Total equity
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
(In millions)
|
Shares
|
|
Dollars
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance at January 1, 2013
|
470.7
|
|
|
$
|
5
|
|
|
$
|
11,271
|
|
|
$
|
5,805
|
|
|
$
|
(1,964
|
)
|
|
$
|
(4
|
)
|
|
$
|
15,113
|
|
|
$
|
65
|
|
|
$
|
15,178
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,861
|
|
|
—
|
|
|
—
|
|
|
1,861
|
|
|
12
|
|
|
1,873
|
|
||||||||
Other comprehensive income, net of
tax
|
|
|
|
|
|
|
|
|
404
|
|
|
|
|
404
|
|
|
—
|
|
|
404
|
|
|||||||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(796
|
)
|
|
—
|
|
|
—
|
|
|
(796
|
)
|
|
(5
|
)
|
|
(801
|
)
|
||||||||
Issuance of shares under equity-based compensation plans - net (net of income tax benefit of $32)
|
4.4
|
|
|
—
|
|
|
212
|
|
|
(4
|
)
|
|
—
|
|
|
1
|
|
|
209
|
|
|
—
|
|
|
209
|
|
||||||||
Balance at December 31, 2013
|
475.1
|
|
|
5
|
|
|
11,483
|
|
|
6,866
|
|
|
(1,560
|
)
|
|
(3
|
)
|
|
16,791
|
|
|
72
|
|
|
16,863
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,793
|
|
|
—
|
|
|
—
|
|
|
1,793
|
|
|
10
|
|
|
1,803
|
|
||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
(1,339
|
)
|
|
|
|
(1,339
|
)
|
|
—
|
|
|
(1,339
|
)
|
|||||||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(929
|
)
|
|
—
|
|
|
—
|
|
|
(929
|
)
|
|
(5
|
)
|
|
(934
|
)
|
||||||||
Issuance of shares under equity-based compensation plans - net (net of income tax benefit of $20)
|
2.4
|
|
|
—
|
|
|
136
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
134
|
|
|
—
|
|
|
134
|
|
||||||||
Purchase of additional noncontrolling interest of consolidated subsidiaries
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(24
|
)
|
|
(38
|
)
|
||||||||
Repurchase of shares
|
(9.6
|
)
|
|
—
|
|
|
—
|
|
|
(650
|
)
|
|
—
|
|
|
—
|
|
|
(650
|
)
|
|
—
|
|
|
(650
|
)
|
||||||||
Balance at December 31, 2014
|
467.9
|
|
|
5
|
|
|
11,605
|
|
|
7,078
|
|
|
(2,899
|
)
|
|
(3
|
)
|
|
15,786
|
|
|
53
|
|
|
15,839
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,979
|
|
|
—
|
|
|
—
|
|
|
1,979
|
|
|
2
|
|
|
1,981
|
|
||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
(964
|
)
|
|
|
|
(964
|
)
|
|
—
|
|
|
(964
|
)
|
|||||||||||||
Cash dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,026
|
)
|
|
—
|
|
|
—
|
|
|
(1,026
|
)
|
|
(9
|
)
|
|
(1,035
|
)
|
||||||||
Issuance of shares under equity-based compensation plans - net (net of income tax benefit of $1)
|
2.2
|
|
|
—
|
|
|
99
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
||||||||
Changes in noncontrolling interest of consolidated subsidiaries - net
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
(4
|
)
|
||||||||
Repurchase of shares
|
(11.3
|
)
|
|
—
|
|
|
—
|
|
|
(682
|
)
|
|
—
|
|
|
—
|
|
|
(682
|
)
|
|
—
|
|
|
(682
|
)
|
||||||||
Balance at December 31, 2015
|
458.8
|
|
|
$
|
5
|
|
|
$
|
11,701
|
|
|
$
|
7,346
|
|
|
$
|
(3,863
|
)
|
|
$
|
(3
|
)
|
|
$
|
15,186
|
|
|
$
|
45
|
|
|
$
|
15,231
|
|
Note 1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Note 2.
|
ACQUISITIONS AND SALES OF BUSINESSES
|
Note 3.
|
ACQUISITION INTEGRATION CHARGES
|
|
2015
|
|
2014
|
|
2013
|
||||||
Acquisition integration charges
|
|
|
|
|
|
||||||
Electrical Products
|
$
|
25
|
|
|
$
|
66
|
|
|
$
|
44
|
|
Electrical Systems and Services
|
15
|
|
|
51
|
|
|
37
|
|
|||
Hydraulics
|
2
|
|
|
12
|
|
|
36
|
|
|||
Total business segments
|
42
|
|
|
129
|
|
|
117
|
|
|||
Corporate
|
5
|
|
|
25
|
|
|
37
|
|
|||
Total acquisition integration charges
|
47
|
|
|
154
|
|
|
154
|
|
|||
|
|
|
|
|
|
||||||
Transaction costs
|
|
|
|
|
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
8
|
|
|||
Financing fees
|
—
|
|
|
—
|
|
|
1
|
|
|||
Total transaction costs
|
—
|
|
|
—
|
|
|
9
|
|
|||
|
|
|
|
|
|
||||||
Total acquisition integration charges and transaction costs
before income taxes
|
$
|
47
|
|
|
$
|
154
|
|
|
$
|
163
|
|
Total after income taxes
|
$
|
31
|
|
|
$
|
102
|
|
|
$
|
110
|
|
Per ordinary share - diluted
|
$
|
0.07
|
|
|
$
|
0.21
|
|
|
$
|
0.23
|
|
Note 4.
|
RESTRUCTURING CHARGES
|
|
|
2015
|
||
Electrical Products
|
|
$
|
12
|
|
Electrical Systems & Services
|
|
29
|
|
|
Hydraulics
|
|
31
|
|
|
Aerospace
|
|
5
|
|
|
Vehicle
|
|
34
|
|
|
Corporate
|
|
18
|
|
|
Total
|
|
$
|
129
|
|
|
|
Workforce reductions
|
|
Plant closing and other
|
|
Total
|
||||||
Balance at December 31, 2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liability recognized
|
|
112
|
|
|
17
|
|
|
129
|
|
|||
Payments
|
|
(59
|
)
|
|
(3
|
)
|
|
(62
|
)
|
|||
Other adjustments
|
|
1
|
|
|
(14
|
)
|
|
(13
|
)
|
|||
Balance at December 31, 2015
|
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
54
|
|
Note 5.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
|
Electrical
Products
|
|
Electrical
Systems
and Services
|
|
Hydraulics
|
|
Aerospace
|
|
Vehicle
|
|
Total
|
||||||||||||
December 31, 2013
|
$
|
7,189
|
|
|
$
|
4,517
|
|
|
$
|
1,385
|
|
|
$
|
1,048
|
|
|
$
|
356
|
|
|
$
|
14,495
|
|
Goodwill written off from sale of businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
(78
|
)
|
||||||
Translation
|
(249
|
)
|
|
(203
|
)
|
|
(58
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|
(524
|
)
|
||||||
December 31, 2014
|
6,940
|
|
|
4,314
|
|
|
1,327
|
|
|
962
|
|
|
350
|
|
|
13,893
|
|
||||||
Additions
|
31
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
||||||
Reclassifications
|
(106
|
)
|
|
106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Translation
|
(223
|
)
|
|
(161
|
)
|
|
(68
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|
(465
|
)
|
||||||
December 31, 2015
|
$
|
6,642
|
|
|
$
|
4,279
|
|
|
$
|
1,259
|
|
|
$
|
956
|
|
|
$
|
343
|
|
|
$
|
13,479
|
|
|
2015
|
|
2014
|
||||||||||||
|
Historical
cost
|
|
Accumulated
amortization
|
|
Historical
cost
|
|
Accumulated
amortization
|
||||||||
Intangible assets not subject to amortization
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
1,661
|
|
|
|
|
$
|
1,844
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Intangible assets subject to amortization
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
3,544
|
|
|
$
|
1,010
|
|
|
$
|
3,674
|
|
|
$
|
834
|
|
Patents and technology
|
1,447
|
|
|
511
|
|
|
1,494
|
|
|
440
|
|
||||
Trademarks
|
1,113
|
|
|
311
|
|
|
980
|
|
|
250
|
|
||||
Other
|
103
|
|
|
22
|
|
|
103
|
|
|
15
|
|
||||
Total intangible assets subject to amortization
|
$
|
6,207
|
|
|
$
|
1,854
|
|
|
$
|
6,251
|
|
|
$
|
1,539
|
|
2015
|
$
|
401
|
|
2016
|
394
|
|
|
2017
|
384
|
|
|
2018
|
364
|
|
|
2019
|
357
|
|
|
2020
|
352
|
|
|
2015
|
|
2014
|
||||
5.45% debentures due 2015
|
$
|
—
|
|
|
$
|
300
|
|
4.65% notes due 2015
|
—
|
|
|
100
|
|
||
0.95% senior notes due 2015
|
—
|
|
|
600
|
|
||
2.375% debentures due 2016
|
240
|
|
|
240
|
|
||
5.30% notes due 2017 ($150 converted to floating rate by interest rate swap)
|
250
|
|
|
250
|
|
||
6.10% debentures due 2017
|
289
|
|
|
289
|
|
||
1.50% senior notes due 2017 ($750 converted to floating rate by interest rate swap)
|
1,000
|
|
|
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
|
83
|
|
|
84
|
|
||
6.95% notes due 2019 ($300 converted to floating rate by interest rate swap)
|
300
|
|
|
300
|
|
||
3.875% debentures due 2020 ($150 converted to floating rate by interest rate swap)
|
239
|
|
|
239
|
|
||
3.47% notes due 2021 ($275 converted to floating rate by interest rate swap)
|
300
|
|
|
300
|
|
||
8.10% debentures due 2022
|
100
|
|
|
100
|
|
||
2.75% senior notes due 2022 ($1,350 converted to floating rate by interest rate swap)
|
1,600
|
|
|
1,600
|
|
||
3.68% notes due 2023 ($200 converted to floating rate by interest rate swap)
|
300
|
|
|
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
|
|
|
700
|
|
||
5.45% debentures due 2034 ($25 converted to floating rate by interest rate swap)
|
136
|
|
|
136
|
|
||
5.80% notes due 2037
|
240
|
|
|
240
|
|
||
4.15% senior notes due 2042
|
1,000
|
|
|
1,000
|
|
||
5.25% to 8.875% notes (maturities ranging from 2018 to 2035, including $50 converted to
floating rate by interest rate swap)
|
239
|
|
|
239
|
|
||
Other
|
212
|
|
|
220
|
|
||
Total long-term debt
|
8,023
|
|
|
9,032
|
|
||
Less current portion of long-term debt
|
(242
|
)
|
|
(1,008
|
)
|
||
Long-term debt less current portion
|
$
|
7,781
|
|
|
$
|
8,024
|
|
2016
|
$
|
242
|
|
2017
|
1,544
|
|
|
2018
|
576
|
|
|
2019
|
340
|
|
|
2020
|
241
|
|
2015
|
$
|
271
|
|
2014
|
296
|
|
|
2013
|
294
|
|
Note 7.
|
RETIREMENT BENEFITS PLANS
|
|
United States
pension liabilities
|
|
Non-United States
pension liabilities
|
|
Other postretirement
liabilities
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Funded status
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets
|
$
|
2,934
|
|
|
$
|
3,086
|
|
|
$
|
1,472
|
|
|
$
|
1,535
|
|
|
$
|
93
|
|
|
$
|
116
|
|
Benefit obligations
|
(3,829
|
)
|
|
(4,047
|
)
|
|
(2,175
|
)
|
|
(2,337
|
)
|
|
(575
|
)
|
|
(676
|
)
|
||||||
Funded status
|
$
|
(895
|
)
|
|
$
|
(961
|
)
|
|
$
|
(703
|
)
|
|
$
|
(802
|
)
|
|
$
|
(482
|
)
|
|
$
|
(560
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in the Consolidated
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current assets
|
$
|
11
|
|
|
$
|
14
|
|
|
$
|
57
|
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(57
|
)
|
|
(16
|
)
|
|
(23
|
)
|
|
(26
|
)
|
|
(42
|
)
|
|
(47
|
)
|
||||||
Non-current liabilities
|
(849
|
)
|
|
(959
|
)
|
|
(737
|
)
|
|
(853
|
)
|
|
(440
|
)
|
|
(513
|
)
|
||||||
Total
|
$
|
(895
|
)
|
|
$
|
(961
|
)
|
|
$
|
(703
|
)
|
|
$
|
(802
|
)
|
|
$
|
(482
|
)
|
|
$
|
(560
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in Accumulated other
comprehensive loss (pretax)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss
|
$
|
1,322
|
|
|
$
|
1,377
|
|
|
$
|
644
|
|
|
$
|
695
|
|
|
$
|
95
|
|
|
$
|
176
|
|
Prior service cost (credit)
|
5
|
|
|
5
|
|
|
9
|
|
|
11
|
|
|
(74
|
)
|
|
(86
|
)
|
||||||
Total
|
$
|
1,327
|
|
|
$
|
1,382
|
|
|
$
|
653
|
|
|
$
|
706
|
|
|
$
|
21
|
|
|
$
|
90
|
|
|
United States
pension liabilities
|
|
Non-United States
pension liabilities
|
|
Other postretirement
liabilities
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Balance at January 1
|
$
|
4,047
|
|
|
$
|
3,625
|
|
|
$
|
2,337
|
|
|
$
|
2,127
|
|
|
$
|
676
|
|
|
$
|
867
|
|
Service cost
|
123
|
|
|
117
|
|
|
71
|
|
|
66
|
|
|
6
|
|
|
13
|
|
||||||
Interest cost
|
156
|
|
|
162
|
|
|
72
|
|
|
85
|
|
|
24
|
|
|
32
|
|
||||||
Actuarial (gain) loss
|
(179
|
)
|
|
470
|
|
|
(23
|
)
|
|
355
|
|
|
(66
|
)
|
|
(36
|
)
|
||||||
Gross benefits paid
|
(318
|
)
|
|
(329
|
)
|
|
(100
|
)
|
|
(106
|
)
|
|
(86
|
)
|
|
(91
|
)
|
||||||
Currency translation
|
—
|
|
|
—
|
|
|
(182
|
)
|
|
(190
|
)
|
|
(8
|
)
|
|
(4
|
)
|
||||||
Plan amendments
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(84
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
(21
|
)
|
||||||
Balance at December 31
|
$
|
3,829
|
|
|
$
|
4,047
|
|
|
$
|
2,175
|
|
|
$
|
2,337
|
|
|
$
|
575
|
|
|
$
|
676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated benefit obligation
|
$
|
3,672
|
|
|
$
|
3,894
|
|
|
$
|
2,049
|
|
|
$
|
2,181
|
|
|
|
|
|
|
United States
pension liabilities
|
|
Non-United States
pension liabilities
|
|
Other postretirement
liabilities
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Balance at January 1
|
$
|
3,086
|
|
|
$
|
2,940
|
|
|
$
|
1,535
|
|
|
$
|
1,432
|
|
|
$
|
116
|
|
|
$
|
138
|
|
Actual return on plan assets
|
(55
|
)
|
|
226
|
|
|
29
|
|
|
191
|
|
|
1
|
|
|
4
|
|
||||||
Employer contributions
|
221
|
|
|
248
|
|
|
109
|
|
|
114
|
|
|
31
|
|
|
40
|
|
||||||
Gross benefits paid
|
(318
|
)
|
|
(329
|
)
|
|
(100
|
)
|
|
(106
|
)
|
|
(86
|
)
|
|
(91
|
)
|
||||||
Currency translation
|
—
|
|
|
—
|
|
|
(101
|
)
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
25
|
|
||||||
Balance at December 31
|
$
|
2,934
|
|
|
$
|
3,086
|
|
|
$
|
1,472
|
|
|
$
|
1,535
|
|
|
$
|
93
|
|
|
$
|
116
|
|
|
United States
pension liabilities
|
|
Non-United States
pension liabilities
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Projected benefit obligation
|
$
|
3,376
|
|
|
$
|
3,557
|
|
|
$
|
1,387
|
|
|
$
|
1,524
|
|
Accumulated benefit obligation
|
3,219
|
|
|
3,403
|
|
|
1,328
|
|
|
1,446
|
|
||||
Fair value of plan assets
|
2,470
|
|
|
2,581
|
|
|
650
|
|
|
673
|
|
|
United States
pension liabilities
|
|
Non-United States
pension liabilities
|
|
Other postretirement
liabilities
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Balance at January 1
|
$
|
1,382
|
|
|
$
|
1,054
|
|
|
$
|
706
|
|
|
$
|
528
|
|
|
$
|
90
|
|
|
$
|
184
|
|
Prior service cost arising during the year
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(84
|
)
|
||||||
Net loss (gain) arising during the year
|
138
|
|
|
490
|
|
|
47
|
|
|
262
|
|
|
(62
|
)
|
|
(34
|
)
|
||||||
Currency translation
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
(55
|
)
|
|
(4
|
)
|
|
(1
|
)
|
||||||
Less amounts included in expense during the year
|
(193
|
)
|
|
(164
|
)
|
|
(42
|
)
|
|
(29
|
)
|
|
(2
|
)
|
|
25
|
|
||||||
Net change for the year
|
(55
|
)
|
|
328
|
|
|
(53
|
)
|
|
178
|
|
|
(69
|
)
|
|
(94
|
)
|
||||||
Balance at December 31
|
$
|
1,327
|
|
|
$
|
1,382
|
|
|
$
|
653
|
|
|
$
|
706
|
|
|
$
|
21
|
|
|
$
|
90
|
|
|
United States
pension benefit expense
|
|
Non-United States
pension benefit expense
|
|
Other postretirement
benefits expense
|
||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Service cost
|
$
|
123
|
|
|
$
|
117
|
|
|
$
|
128
|
|
|
$
|
71
|
|
|
$
|
66
|
|
|
$
|
62
|
|
|
$
|
6
|
|
|
$
|
13
|
|
|
$
|
20
|
|
Interest cost
|
156
|
|
|
162
|
|
|
147
|
|
|
72
|
|
|
85
|
|
|
80
|
|
|
24
|
|
|
32
|
|
|
35
|
|
|||||||||
Expected return on plan assets
|
(262
|
)
|
|
(246
|
)
|
|
(226
|
)
|
|
(99
|
)
|
|
(98
|
)
|
|
(85
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||||||||
Amortization
|
119
|
|
|
93
|
|
|
133
|
|
|
40
|
|
|
27
|
|
|
27
|
|
|
2
|
|
|
6
|
|
|
14
|
|
|||||||||
|
136
|
|
|
126
|
|
|
182
|
|
|
84
|
|
|
80
|
|
|
84
|
|
|
27
|
|
|
45
|
|
|
63
|
|
|||||||||
Settlements, curtailments
and other
|
74
|
|
|
71
|
|
|
53
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|||||||||
Total expense
|
$
|
210
|
|
|
$
|
197
|
|
|
$
|
235
|
|
|
$
|
86
|
|
|
$
|
82
|
|
|
$
|
86
|
|
|
$
|
27
|
|
|
$
|
14
|
|
|
$
|
63
|
|
|
United States
pension liabilities
|
|
Non-United States
pension liabilities
|
|
Other postretirement
liabilities
|
||||||
Actuarial loss
|
$
|
165
|
|
|
$
|
34
|
|
|
$
|
5
|
|
Prior service cost (credit)
|
1
|
|
|
1
|
|
|
(14
|
)
|
|||
Total
|
$
|
166
|
|
|
$
|
35
|
|
|
$
|
(9
|
)
|
|
United States
pension plans
|
|
Non-United States
pension plans
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||
Assumptions used to determine benefit obligation at year-end
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.22
|
%
|
|
3.97
|
%
|
|
4.67
|
%
|
|
3.46
|
%
|
|
3.33
|
%
|
|
4.20
|
%
|
Rate of compensation increase
|
3.18
|
%
|
|
3.16
|
%
|
|
3.16
|
%
|
|
3.12
|
%
|
|
3.13
|
%
|
|
3.12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Assumptions used to determine expense
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
3.97
|
%
|
|
4.67
|
%
|
|
3.97
|
%
|
|
3.33
|
%
|
|
4.20
|
%
|
|
4.17
|
%
|
Expected long-term return on plan assets
|
8.50
|
%
|
|
8.40
|
%
|
|
8.45
|
%
|
|
6.92
|
%
|
|
7.00
|
%
|
|
6.92
|
%
|
Rate of compensation increase
|
3.16
|
%
|
|
3.16
|
%
|
|
3.16
|
%
|
|
3.13
|
%
|
|
3.12
|
%
|
|
3.09
|
%
|
|
Other postretirement
benefits plans
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Assumptions used to determine benefit obligation at year-end
|
|
|
|
|
|
|||
Discount rate
|
4.04
|
%
|
|
3.79
|
%
|
|
4.48
|
%
|
Health care cost trend rate assumed for next year
|
7.10
|
%
|
|
6.31
|
%
|
|
6.64
|
%
|
Ultimate health care cost trend rate
|
4.75
|
%
|
|
4.77
|
%
|
|
4.77
|
%
|
Year ultimate health care cost trend rate is achieved
|
2025
|
|
|
2024
|
|
|
2023
|
|
|
|
|
|
|
|
|||
Assumptions used to determine expense
|
|
|
|
|
|
|||
Discount rate
|
3.79
|
%
|
|
4.48
|
%
|
|
3.79
|
%
|
Initial health care cost trend rate
|
6.31
|
%
|
|
6.64
|
%
|
|
6.96
|
%
|
Ultimate health care cost trend rate
|
4.77
|
%
|
|
4.77
|
%
|
|
4.53
|
%
|
Year ultimate health care cost trend rate is achieved
|
2024
|
|
|
2023
|
|
|
2022
|
|
|
1% increase
|
|
1% decrease
|
||||
Effect on total service and interest cost
|
$
|
1
|
|
|
$
|
(1
|
)
|
Effect on other postretirement liabilities
|
17
|
|
|
(16
|
)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||
United States plans
|
$
|
59
|
|
|
$
|
221
|
|
|
$
|
248
|
|
|
$
|
196
|
|
Non-United States plans
|
103
|
|
|
109
|
|
|
114
|
|
|
145
|
|
||||
Total contributions
|
$
|
162
|
|
|
$
|
330
|
|
|
$
|
362
|
|
|
$
|
341
|
|
|
Estimated
United States
pension payments
|
|
Estimated
non-United States
pension payments
|
|
Estimated other postretirement
benefit payments
|
||||||||||
|
|
|
Gross
|
|
Medicare prescription
drug subsidy
|
||||||||||
2016
|
$
|
334
|
|
|
$
|
81
|
|
|
$
|
65
|
|
|
$
|
(5
|
)
|
2017
|
270
|
|
|
82
|
|
|
61
|
|
|
(4
|
)
|
||||
2018
|
280
|
|
|
85
|
|
|
57
|
|
|
(4
|
)
|
||||
2019
|
287
|
|
|
86
|
|
|
52
|
|
|
(3
|
)
|
||||
2020
|
292
|
|
|
89
|
|
|
48
|
|
|
(2
|
)
|
||||
2021 - 2025
|
1,515
|
|
|
491
|
|
|
199
|
|
|
(10
|
)
|
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.
|
Level 3 -
|
Unobservable prices or inputs.
|
|
Total
|
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
|
Other
observable
inputs
(Level 2)
|
|
Unobservable
inputs
(Level 3)
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Common collective trusts
|
|
|
|
|
|
|
|
||||||||
Non-United States equity and global equities
|
$
|
1,347
|
|
|
$
|
—
|
|
|
$
|
1,347
|
|
|
$
|
—
|
|
United States equity
|
953
|
|
|
—
|
|
|
953
|
|
|
—
|
|
||||
Fixed income
|
514
|
|
|
—
|
|
|
514
|
|
|
—
|
|
||||
Exchange traded funds
|
158
|
|
|
—
|
|
|
158
|
|
|
—
|
|
||||
Fixed income securities
|
357
|
|
|
—
|
|
|
357
|
|
|
—
|
|
||||
United States treasuries
|
105
|
|
|
105
|
|
|
—
|
|
|
—
|
|
||||
Bank loans
|
136
|
|
|
—
|
|
|
136
|
|
|
—
|
|
||||
Real estate securities
|
251
|
|
|
244
|
|
|
—
|
|
|
7
|
|
||||
Equity securities
|
98
|
|
|
98
|
|
|
—
|
|
|
—
|
|
||||
Cash equivalents
|
246
|
|
|
17
|
|
|
229
|
|
|
—
|
|
||||
Hedge funds
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
||||
Exchange traded funds
|
49
|
|
|
49
|
|
|
—
|
|
|
—
|
|
||||
Other
|
100
|
|
|
—
|
|
|
14
|
|
|
86
|
|
||||
Total pension plan assets
|
$
|
4,406
|
|
|
$
|
513
|
|
|
$
|
3,708
|
|
|
$
|
185
|
|
|
Total
|
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
|
Other
observable
inputs
(Level 2)
|
|
Unobservable
inputs
(Level 3)
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Common collective trusts
|
|
|
|
|
|
|
|
||||||||
Non-United States equity and global equities
|
$
|
1,458
|
|
|
$
|
—
|
|
|
$
|
1,458
|
|
|
$
|
—
|
|
United States equity
|
1,005
|
|
|
—
|
|
|
1,005
|
|
|
—
|
|
||||
Fixed income
|
646
|
|
|
—
|
|
|
646
|
|
|
—
|
|
||||
Exchange traded funds
|
138
|
|
|
—
|
|
|
138
|
|
|
—
|
|
||||
Fixed income securities
|
398
|
|
|
—
|
|
|
398
|
|
|
—
|
|
||||
United States treasuries
|
106
|
|
|
106
|
|
|
—
|
|
|
—
|
|
||||
Bank loans
|
128
|
|
|
—
|
|
|
128
|
|
|
—
|
|
||||
Real estate securities
|
263
|
|
|
257
|
|
|
—
|
|
|
6
|
|
||||
Equity securities
|
92
|
|
|
92
|
|
|
—
|
|
|
—
|
|
||||
Cash equivalents
|
218
|
|
|
8
|
|
|
210
|
|
|
—
|
|
||||
Hedge funds
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||
Exchange traded funds
|
50
|
|
|
50
|
|
|
—
|
|
|
—
|
|
||||
Other
|
65
|
|
|
—
|
|
|
5
|
|
|
60
|
|
||||
Total pension plan assets
|
$
|
4,621
|
|
|
$
|
513
|
|
|
$
|
3,988
|
|
|
$
|
120
|
|
|
Real Estate
|
|
Hedge Funds
|
|
Other
|
|
Total
|
||||||||
Balance at December 31, 2013
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
100
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Gains (losses) relating to assets still held at year-end
|
—
|
|
|
1
|
|
|
(3
|
)
|
|
(2
|
)
|
||||
Purchases, sales, settlements - net
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
||||
Transfers into or out of Level 3
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(31
|
)
|
||||
Balance at December 31, 2014
|
6
|
|
|
54
|
|
|
60
|
|
|
120
|
|
||||
Actual return on plan assets:
|
|
|
|
|
|
|
|
||||||||
Gains (losses) relating to assets still held at year-end
|
1
|
|
|
(5
|
)
|
|
(2
|
)
|
|
(6
|
)
|
||||
Purchases, sales, settlements - net
|
—
|
|
|
43
|
|
|
37
|
|
|
80
|
|
||||
Transfers into or out of Level 3
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
||||
Balance at December 31, 2015
|
$
|
7
|
|
|
$
|
92
|
|
|
$
|
86
|
|
|
$
|
185
|
|
|
Total
|
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
|
Other
observable
inputs
(Level 2)
|
|
Unobservable
inputs
(Level 3)
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Common collective trusts
|
|
|
|
|
|
|
|
||||||||
Global equities
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
Fixed income securities
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
United States treasuries
|
20
|
|
|
20
|
|
|
—
|
|
|
—
|
|
||||
Cash equivalents
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
Total other postretirement benefits plan assets
|
$
|
93
|
|
|
$
|
31
|
|
|
$
|
62
|
|
|
$
|
—
|
|
2014
|
|
|
|
|
|
|
|
||||||||
Common collective trusts
|
|
|
|
|
|
|
|
||||||||
Global equities
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
54
|
|
|
$
|
—
|
|
Fixed income securities
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||
United States treasuries
|
37
|
|
|
37
|
|
|
—
|
|
|
—
|
|
||||
Cash equivalents
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Total other postretirement benefits plan assets
|
$
|
116
|
|
|
$
|
38
|
|
|
$
|
78
|
|
|
$
|
—
|
|
2015
|
$
|
137
|
|
2014
|
141
|
|
|
2013
|
121
|
|
Note 8.
|
COMMITMENTS AND CONTINGENCIES
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at January 1
|
$
|
213
|
|
|
$
|
189
|
|
|
$
|
185
|
|
Provision
|
104
|
|
|
125
|
|
|
107
|
|
|||
Settled
|
(114
|
)
|
|
(120
|
)
|
|
(99
|
)
|
|||
Other
|
(8
|
)
|
|
19
|
|
|
(4
|
)
|
|||
Balance at December 31
|
$
|
195
|
|
|
$
|
213
|
|
|
$
|
189
|
|
2016
|
$
|
151
|
|
2017
|
116
|
|
|
2018
|
87
|
|
|
2019
|
49
|
|
|
2020
|
32
|
|
|
Thereafter
|
55
|
|
|
Total noncancelable lease commitments
|
$
|
490
|
|
2015
|
$
|
225
|
|
2014
|
244
|
|
|
2013
|
241
|
|
Note 9.
|
INCOME TAXES
|
|
Income (loss) before income taxes
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Ireland
|
$
|
(608
|
)
|
|
$
|
(332
|
)
|
|
$
|
184
|
|
Foreign
|
2,753
|
|
|
2,093
|
|
|
1,700
|
|
|||
Total income before income taxes
|
$
|
2,145
|
|
|
$
|
1,761
|
|
|
$
|
1,884
|
|
|
Income tax expense (benefit)
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current
|
|
|
|
|
|
||||||
Ireland
|
$
|
8
|
|
|
$
|
(13
|
)
|
|
$
|
17
|
|
United States
|
|
|
|
|
|
||||||
Federal
|
88
|
|
|
87
|
|
|
89
|
|
|||
State and local
|
22
|
|
|
41
|
|
|
7
|
|
|||
Foreign - other
|
240
|
|
|
239
|
|
|
244
|
|
|||
Total current income tax expense
|
358
|
|
|
354
|
|
|
357
|
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
||||||
Ireland
|
1
|
|
|
2
|
|
|
—
|
|
|||
United States
|
|
|
|
|
|
||||||
Federal
|
(65
|
)
|
|
(224
|
)
|
|
(295
|
)
|
|||
State and local
|
(6
|
)
|
|
(49
|
)
|
|
(23
|
)
|
|||
Foreign - other
|
(124
|
)
|
|
(125
|
)
|
|
(28
|
)
|
|||
Total deferred income tax benefit
|
(194
|
)
|
|
(396
|
)
|
|
(346
|
)
|
|||
Total income tax expense (benefit)
|
$
|
164
|
|
|
$
|
(42
|
)
|
|
$
|
11
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Income taxes at the applicable statutory rate
|
25.0
|
%
|
|
25.0
|
%
|
|
25.0
|
%
|
|
|
|
|
|
|
|||
Ireland operations
|
|
|
|
|
|
|||
Ireland tax on trading income
|
(0.4
|
)%
|
|
(0.1
|
)%
|
|
(1.4
|
)%
|
Nondeductible interest expense
|
7.9
|
%
|
|
4.8
|
%
|
|
—
|
%
|
|
|
|
|
|
|
|||
United States operations
|
|
|
|
|
|
|||
United States (loss) income
|
(0.4
|
)%
|
|
(2.8
|
)%
|
|
(2.8
|
)%
|
Nondeductible goodwill - Aerospace divestitures
|
—
|
%
|
|
1.4
|
%
|
|
—
|
%
|
Credit for research activities
|
(0.8
|
)%
|
|
(1.0
|
)%
|
|
(2.0
|
)%
|
Other - net
|
5.4
|
%
|
|
1.5
|
%
|
|
1.3
|
%
|
|
|
|
|
|
|
|||
Other foreign operations
|
|
|
|
|
|
|||
United States foreign tax credit
|
(0.8
|
)%
|
|
(1.1
|
)%
|
|
(1.8
|
)%
|
Other foreign operations (earnings taxed at other than
the applicable statutory tax rate)
|
(25.1
|
)%
|
|
(24.8
|
)%
|
|
(17.6
|
)%
|
Other foreign operations - other items
|
(0.5
|
)%
|
|
(1.0
|
)%
|
|
0.2
|
%
|
|
|
|
|
|
|
|||
Worldwide operations
|
|
|
|
|
|
|||
Adjustments to tax liabilities
|
(1.4
|
)%
|
|
(1.7
|
)%
|
|
(1.1
|
)%
|
Adjustments to valuation allowances
|
(1.2
|
)%
|
|
(2.6
|
)%
|
|
0.8
|
%
|
Effective income tax expense (benefit) rate
|
7.7
|
%
|
|
(2.4
|
)%
|
|
0.6
|
%
|
2015
|
$
|
302
|
|
2014
|
258
|
|
|
2013
|
272
|
|
|
|
2015
|
|
2014
|
||||||||
|
|
Noncurrent
assets and
liabilities
|
|
Current
assets and
liabilities
|
|
Noncurrent
assets and
liabilities
|
||||||
Accruals and other adjustments
|
|
|
|
|
|
|
||||||
Employee benefits
|
|
$
|
808
|
|
|
$
|
148
|
|
|
$
|
773
|
|
Depreciation and amortization
|
|
(1,824
|
)
|
|
—
|
|
|
(2,010
|
)
|
|||
Other accruals and adjustments
|
|
717
|
|
|
476
|
|
|
282
|
|
|||
United States federal income tax loss carryforwards
|
|
20
|
|
|
—
|
|
|
58
|
|
|||
United States federal income tax credit carryforwards
|
|
183
|
|
|
—
|
|
|
150
|
|
|||
United States state and local tax loss carryforwards and
tax credit carryforwards
|
|
63
|
|
|
—
|
|
|
76
|
|
|||
Other foreign tax loss carryforwards
|
|
2,265
|
|
|
—
|
|
|
2,112
|
|
|||
Other foreign income tax credit carryforwards
|
|
70
|
|
|
—
|
|
|
49
|
|
|||
Valuation allowance for income tax loss and income tax
credit carryforwards
|
|
(2,315
|
)
|
|
(24
|
)
|
|
(2,134
|
)
|
|||
Other valuation allowances
|
|
(15
|
)
|
|
(7
|
)
|
|
(29
|
)
|
|||
Total deferred income taxes
|
|
$
|
(28
|
)
|
|
$
|
593
|
|
|
$
|
(673
|
)
|
|
2016
through
2020
|
|
2021
through
2025
|
|
2026
through
2030
|
|
2031
through
2035
|
|
2036
through 2040 |
|
Not
subject to
expiration
|
|
Valuation
allowance
|
||||||||||||||
United States federal income tax loss
carryforwards
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
415
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
United States federal deferred income tax
assets for income tax loss carryforwards
|
—
|
|
|
—
|
|
|
12
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||
United States federal deferred income tax
assets for income tax loss carryforwards
after ASU 2013-11
|
—
|
|
|
—
|
|
|
12
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||
United States federal income tax credit
carryforwards
|
28
|
|
|
69
|
|
|
27
|
|
|
108
|
|
|
21
|
|
|
30
|
|
|
(66
|
)
|
|||||||
United States federal income tax credit
carryforwards after ASU 2013-11
|
28
|
|
|
69
|
|
|
25
|
|
|
40
|
|
|
21
|
|
|
—
|
|
|
(66
|
)
|
|
2016
through 2020 |
|
2021
through 2025 |
|
2026
through 2030 |
|
2031
through 2035 |
|
2036
through 2040 |
|
Not
subject to
expiration
|
|
Valuation
allowance
|
||||||||||||||
United States state and local deferred
income tax assets for income tax loss
carryforwards - net of federal tax effect
|
$
|
7
|
|
|
$
|
17
|
|
|
$
|
12
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
United States state and local deferred
income tax assets for income tax loss carryforwards - net of federal tax effect
after ASU 2013-11
|
—
|
|
|
12
|
|
|
12
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||||||
United States state and local income tax
credit carryforwards - net of federal
tax effect
|
10
|
|
|
10
|
|
|
6
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
(16
|
)
|
|||||||
United States state and local income tax
credit carryforwards - net of federal tax effect after ASU 2013-11 |
8
|
|
|
9
|
|
|
6
|
|
|
2
|
|
|
5
|
|
|
—
|
|
|
(16
|
)
|
|
2016
through 2020 |
|
2021
through 2025 |
|
2026
through 2030 |
|
2031
through 2035 |
|
Not
subject to
expiration
|
|
Valuation
allowance
|
||||||||||||
Non-United States income tax loss carryforwards
|
$
|
125
|
|
|
$
|
146
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
10,092
|
|
|
$
|
—
|
|
Non-United States deferred income tax assets for
income tax loss carryforwards
|
33
|
|
|
35
|
|
|
1
|
|
|
—
|
|
|
2,196
|
|
|
(2,171
|
)
|
||||||
Non-United States income tax credit carryforwards
|
7
|
|
|
15
|
|
|
16
|
|
|
—
|
|
|
32
|
|
|
(32
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at January 1
|
$
|
493
|
|
|
$
|
479
|
|
|
$
|
444
|
|
Increases and decreases as a result of positions taken during prior years
|
|
|
|
|
|
||||||
Transfers from valuation allowances
|
—
|
|
|
(3
|
)
|
|
13
|
|
|||
Other increases, including currency translation
|
34
|
|
|
37
|
|
|
7
|
|
|||
Other decreases, including currency translation
|
(34
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|||
Balances related to acquired businesses
|
(1
|
)
|
|
(3
|
)
|
|
2
|
|
|||
Increases as a result of positions taken during the current year
|
109
|
|
|
65
|
|
|
35
|
|
|||
Decreases relating to settlements with tax authorities
|
—
|
|
|
(51
|
)
|
|
(6
|
)
|
|||
Decreases as a result of a lapse of the applicable statute of limitations
|
(17
|
)
|
|
(28
|
)
|
|
(9
|
)
|
|||
Balance at December 31
|
$
|
584
|
|
|
$
|
493
|
|
|
$
|
479
|
|
Note 10.
|
EATON SHAREHOLDERS' EQUITY
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
Pre-tax
|
|
After-tax
|
|
Pre-tax
|
|
After-tax
|
|
Pre-tax
|
|
After-tax
|
||||||||||||
Currency translation and related hedging instruments
|
$
|
(1,080
|
)
|
|
$
|
(1,078
|
)
|
|
$
|
(1,014
|
)
|
|
$
|
(1,019
|
)
|
|
$
|
(30
|
)
|
|
$
|
(28
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pensions and other postretirement benefits
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service credit (cost) arising during the year
|
1
|
|
|
1
|
|
|
82
|
|
|
51
|
|
|
(6
|
)
|
|
(4
|
)
|
||||||
Net (loss) gain arising during the year
|
(123
|
)
|
|
(89
|
)
|
|
(718
|
)
|
|
(519
|
)
|
|
456
|
|
|
277
|
|
||||||
Currency translation
|
62
|
|
|
46
|
|
|
56
|
|
|
47
|
|
|
(5
|
)
|
|
(4
|
)
|
||||||
Other
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(4
|
)
|
|
2
|
|
|
16
|
|
||||||
Amortization of actuarial loss and prior service cost
reclassified to earnings
|
237
|
|
|
156
|
|
|
168
|
|
|
110
|
|
|
229
|
|
|
144
|
|
||||||
|
177
|
|
|
111
|
|
|
(412
|
)
|
|
(315
|
)
|
|
676
|
|
|
429
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gain (loss) on derivatives designated as cash flow hedges
|
20
|
|
|
13
|
|
|
(3
|
)
|
|
(2
|
)
|
|
6
|
|
|
3
|
|
||||||
Changes in cash flow hedges reclassified to earnings
|
(16
|
)
|
|
(10
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||||
Cash flow hedges, net of reclassification adjustments
|
4
|
|
|
3
|
|
|
(8
|
)
|
|
(5
|
)
|
|
6
|
|
|
3
|
|
||||||
Other comprehensive (loss) income attributable to Eaton
ordinary shareholders
|
$
|
(899
|
)
|
|
$
|
(964
|
)
|
|
$
|
(1,434
|
)
|
|
$
|
(1,339
|
)
|
|
$
|
652
|
|
|
$
|
404
|
|
|
Currency translation and related hedging instruments
|
|
Pensions and other postretirement benefits
|
|
Cash flow
hedges
|
|
Total
|
||||||||
Balance at December 31, 2014
|
$
|
(1,414
|
)
|
|
$
|
(1,485
|
)
|
|
$
|
—
|
|
|
$
|
(2,899
|
)
|
Other comprehensive (loss) income before
reclassifications
|
(1,078
|
)
|
|
(45
|
)
|
|
13
|
|
|
(1,110
|
)
|
||||
Amounts reclassified from Accumulated other
comprehensive loss (income)
|
—
|
|
|
156
|
|
|
(10
|
)
|
|
146
|
|
||||
Net current-period Other comprehensive
(loss) income
|
(1,078
|
)
|
|
111
|
|
|
3
|
|
|
(964
|
)
|
||||
Balance at December 31, 2015
|
$
|
(2,492
|
)
|
|
$
|
(1,374
|
)
|
|
$
|
3
|
|
|
$
|
(3,863
|
)
|
|
|
December 31, 2015
|
|
Consolidated Statements of
Income classification
|
||
Amortization of defined benefit pension and other
postretirement benefits items
|
|
|
|
|
||
Actuarial loss and prior service cost
|
|
$
|
(237
|
)
|
|
1
|
Tax benefit
|
|
81
|
|
|
|
|
Total, net of tax
|
|
(156
|
)
|
|
|
|
|
|
|
|
|
||
Gains and (losses) on cash flow hedges
|
|
|
|
|
||
Currency exchange contracts
|
|
16
|
|
|
Cost of products sold
|
|
Tax expense
|
|
(6
|
)
|
|
|
|
Total, net of tax
|
|
10
|
|
|
|
|
|
|
|
|
|
||
Total reclassifications for the period
|
|
$
|
(146
|
)
|
|
|
(Shares in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income attributable to Eaton ordinary shareholders
|
$
|
1,979
|
|
|
$
|
1,793
|
|
|
$
|
1,861
|
|
|
|
|
|
|
|
||||||
Weighted-average number of ordinary shares outstanding - diluted
|
467.1
|
|
|
476.8
|
|
|
476.7
|
|
|||
Less dilutive effect of equity-based compensation
|
1.6
|
|
|
2.7
|
|
|
3.2
|
|
|||
Weighted-average number of ordinary shares outstanding - basic
|
465.5
|
|
|
474.1
|
|
|
473.5
|
|
|||
|
|
|
|
|
|
||||||
Net income per share attributable to Eaton ordinary shareholders
|
|
|
|
|
|
||||||
Diluted
|
$
|
4.23
|
|
|
$
|
3.76
|
|
|
$
|
3.90
|
|
Basic
|
4.25
|
|
|
3.78
|
|
|
3.93
|
|
(Restricted stock units and awards in millions)
|
Number of restricted
stock units and awards
|
|
Weighted-average fair
value per unit and award
|
|||
Non-vested at January 1
|
2.8
|
|
|
$
|
60.11
|
|
Granted
|
1.1
|
|
|
67.46
|
|
|
Vested
|
(1.6
|
)
|
|
57.50
|
|
|
Forfeited
|
(0.2
|
)
|
|
66.94
|
|
|
Non-vested at December 31
|
2.1
|
|
|
$
|
65.06
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Pretax expense for RSUs and RSAs
|
$
|
68
|
|
|
$
|
81
|
|
|
$
|
69
|
|
After-tax expense for RSUs and RSAs
|
44
|
|
|
53
|
|
|
45
|
|
|||
Fair value of vested RSUs and RSAs
|
110
|
|
|
105
|
|
|
82
|
|
(Performance share units in millions)
|
|
Number of performance
share units |
|
Weighted-average fair
value per unit |
|||
Non-vested at January 1
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
0.9
|
|
|
71.72
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(0.1
|
)
|
|
71.72
|
|
|
Non-vested at December 31
|
|
0.8
|
|
|
$
|
71.72
|
|
|
|
2015
|
||
Pretax expense for PSUs
|
|
$
|
2
|
|
After-tax expense for PSUs
|
|
1
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Expected volatility
|
29
|
%
|
|
34
|
%
|
|
36
|
%
|
|||
Expected option life in years
|
5.5
|
|
|
5.5
|
|
|
5.5
|
|
|||
Expected dividend yield
|
2.6
|
%
|
|
2.4
|
%
|
|
2.0
|
%
|
|||
Risk-free interest rate
|
1.6 to 1.5%
|
|
|
1.7 to 1.5%
|
|
|
1.5 to 0.8%
|
|
|||
Weighted-average fair value of stock options granted
|
$
|
15.25
|
|
|
$
|
19.46
|
|
|
$
|
17.49
|
|
(Options in millions)
|
Weighted-average
exercise price per option
|
|
Options
|
|
Weighted-average
remaining
contractual life
in years
|
|
Aggregate
intrinsic
value
|
|||||
Outstanding at January 1, 2015
|
$
|
47.30
|
|
|
7.0
|
|
|
|
|
|
||
Granted
|
71.66
|
|
|
0.8
|
|
|
|
|
|
|||
Exercised
|
37.91
|
|
|
(1.4
|
)
|
|
|
|
|
|||
Forfeited and canceled
|
71.18
|
|
|
(0.2
|
)
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
$
|
51.94
|
|
|
6.2
|
|
|
4.3
|
|
$
|
36.2
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at December 31, 2015
|
$
|
47.23
|
|
|
5.0
|
|
|
3.3
|
|
$
|
36.2
|
|
Reserved for future grants at December 31, 2015
|
|
|
25.5
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Pretax expense for stock options
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
11
|
|
After-tax expense for stock options
|
8
|
|
|
8
|
|
|
7
|
|
|||
Proceeds from stock options exercised
|
52
|
|
|
54
|
|
|
121
|
|
|||
Income tax benefit related to stock options exercised
|
|
|
|
|
|
||||||
Tax benefit classified in operating activities in the Consolidated
Statements of Cash Flows
|
4
|
|
|
4
|
|
|
3
|
|
|||
Excess tax benefit classified in financing activities in the
Consolidated Statements of Cash Flows
|
1
|
|
|
15
|
|
|
22
|
|
|||
Intrinsic value of stock options exercised
|
44
|
|
|
55
|
|
|
102
|
|
|||
Total fair value of stock options vested
|
$
|
12
|
|
|
$
|
12
|
|
|
$
|
11
|
|
|
|
|
|
|
|
||||||
Stock options exercised, in millions of options
|
1.4
|
|
|
1.5
|
|
|
3.6
|
|
Note 12.
|
FAIR VALUE MEASUREMENTS
|
|
Total
|
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
|
Other
observable
inputs
(Level 2)
|
|
Unobservable
inputs
(Level 3)
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
268
|
|
|
$
|
268
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments
|
177
|
|
|
177
|
|
|
—
|
|
|
—
|
|
||||
Net derivative contracts
|
86
|
|
|
—
|
|
|
86
|
|
|
—
|
|
||||
Long-term debt converted to floating interest rates by
interest rate swaps - net
|
(94
|
)
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
781
|
|
|
$
|
781
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments
|
245
|
|
|
245
|
|
|
—
|
|
|
—
|
|
||||
Net derivative contracts
|
70
|
|
|
—
|
|
|
70
|
|
|
—
|
|
||||
Long-term debt converted to floating interest rates by
interest rate swaps - net
|
(74
|
)
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|
2015
|
|
2014
|
||||
Time deposits, certificates of deposit and demand deposits with banks
|
$
|
122
|
|
|
$
|
113
|
|
Money market investments
|
55
|
|
|
131
|
|
||
Other
|
—
|
|
|
1
|
|
||
Total short-term investments
|
$
|
177
|
|
|
$
|
245
|
|
Note 13.
|
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
|
•
|
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.
|
Notional amount
|
|
Fixed interest
rate received
|
|
Floating interest
rate paid
|
|
Basis for contracted floating interest rate paid
|
|
150
|
|
|
5.30%
|
|
4.59%
|
|
1 month LIBOR + 4.26%
|
750
|
|
|
1.50%
|
|
0.71%
|
|
1 month LIBOR + 0.46%
|
415
|
|
|
5.60%
|
|
3.78%
|
|
6 month LIBOR + 3.18%
|
300
|
|
|
6.95%
|
|
5.66%
|
|
3 month LIBOR + 5.07%
|
25
|
|
|
8.875%
|
|
4.59%
|
|
6 month LIBOR + 3.84%
|
150
|
|
|
3.875%
|
|
2.45%
|
|
1 month LIBOR + 2.12%
|
275
|
|
|
3.47%
|
|
2.07%
|
|
1 month LIBOR + 1.74%
|
1,350
|
|
|
2.75%
|
|
0.80%
|
|
1 month LIBOR + 0.56%
|
200
|
|
|
3.68%
|
|
1.40%
|
|
1 month LIBOR + 1.07%
|
25
|
|
|
7.625%
|
|
3.01%
|
|
6 month LIBOR + 2.48%
|
50
|
|
|
7.65%
|
|
3.17%
|
|
6 month LIBOR + 2.57%
|
25
|
|
|
5.45%
|
|
0.80%
|
|
6 month LIBOR + 0.28%
|
Notional amount
|
|
Fixed interest
rate paid |
|
Floating interest
rate received |
|
Basis for contracted floating interest rate received
|
|
50
|
|
|
2.52%
|
|
—%
|
|
3 month LIBOR + 0.00%
|
|
Notional
amount
|
|
Other
current
assets
|
|
Other
noncurrent
assets
|
|
Other
current
liabilities
|
|
Other
noncurrent
liabilities
|
|
Type of
hedge
|
|
Term
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed-to-floating interest rate swaps
|
$
|
3,715
|
|
|
$
|
—
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
Fair value
|
|
2 to 19 years
|
Forward starting floating-to-fixed interest rate swaps
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Cash flow
|
|
12 years
|
|||||
Currency exchange contracts
|
724
|
|
|
18
|
|
|
1
|
|
|
8
|
|
|
6
|
|
|
Cash flow
|
|
1 to 36 months
|
|||||
Commodity contracts
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Cash flow
|
|
1 to 12 months
|
|||||
Total
|
|
|
$
|
18
|
|
|
$
|
97
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency exchange contracts
|
$
|
4,198
|
|
|
$
|
27
|
|
|
|
|
$
|
40
|
|
|
|
|
|
|
1 to 12 months
|
||||
Total
|
|
|
$
|
27
|
|
|
|
|
$
|
40
|
|
|
|
|
|
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed-to-floating interest rate swaps
|
$
|
3,440
|
|
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
Fair value
|
|
2 to 19 years
|
Currency exchange contracts
|
432
|
|
|
8
|
|
|
1
|
|
|
5
|
|
|
3
|
|
|
Cash flow
|
|
1 to 36 months
|
|||||
Commodity contracts
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Cash flow
|
|
1 to 12 months
|
|||||
Total
|
|
|
$
|
8
|
|
|
$
|
85
|
|
|
$
|
5
|
|
|
$
|
13
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives not designated as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Currency exchange contracts
|
$
|
4,447
|
|
|
$
|
47
|
|
|
|
|
$
|
52
|
|
|
|
|
|
|
1 to 12 months
|
||||
Total
|
|
|
$
|
47
|
|
|
|
|
$
|
52
|
|
|
|
|
|
|
|
|
Gain (loss) recognized in
other comprehensive
(loss) income
|
|
Location of gain (loss)
reclassified from
Accumulated other
comprehensive loss
|
|
Gain (loss) reclassified
from Accumulated other
comprehensive loss
|
||||||||||||
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||
Derivatives designated as cash flow hedges
|
|
|
|
|
|
|
|
|
|
||||||||
Floating-to-fixed interest rate swaps
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest expense - net
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Currency exchange contracts
|
20
|
|
|
(3
|
)
|
|
Cost of products sold
|
|
16
|
|
|
6
|
|
||||
Total
|
$
|
20
|
|
|
$
|
(3
|
)
|
|
|
|
$
|
16
|
|
|
$
|
5
|
|
|
2015
|
|
2014
|
||||
Derivatives designated as fair value hedges
|
|
|
|
||||
Fixed-to-floating interest rate swaps
|
$
|
20
|
|
|
$
|
113
|
|
Related long-term debt converted to floating interest
rates by interest rate swaps
|
(20
|
)
|
|
(113
|
)
|
||
|
$
|
—
|
|
|
$
|
—
|
|
Note 14.
|
ACCOUNTS RECEIVABLE AND INVENTORY
|
|
2015
|
|
2014
|
||||
Raw materials
|
$
|
885
|
|
|
$
|
924
|
|
Work-in-process
|
412
|
|
|
422
|
|
||
Finished goods
|
1,131
|
|
|
1,201
|
|
||
Inventory at FIFO
|
2,428
|
|
|
2,547
|
|
||
Excess of FIFO over LIFO cost
|
(105
|
)
|
|
(119
|
)
|
||
Total inventory
|
$
|
2,323
|
|
|
$
|
2,428
|
|
Note 15.
|
BUSINESS SEGMENT AND GEOGRAPHIC REGION INFORMATION
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
|
|
|
|
||||||
Electrical Products
|
$
|
6,976
|
|
|
$
|
7,254
|
|
|
$
|
7,026
|
|
Electrical Systems and Services
|
5,931
|
|
|
6,457
|
|
|
6,430
|
|
|||
Hydraulics
|
2,459
|
|
|
2,975
|
|
|
2,981
|
|
|||
Aerospace
|
1,807
|
|
|
1,860
|
|
|
1,774
|
|
|||
Vehicle
|
3,682
|
|
|
4,006
|
|
|
3,835
|
|
|||
Total net sales
|
$
|
20,855
|
|
|
$
|
22,552
|
|
|
$
|
22,046
|
|
|
|
|
|
|
|
||||||
Segment operating profit
|
|
|
|
|
|
||||||
Electrical Products
|
$
|
1,156
|
|
|
$
|
1,184
|
|
|
$
|
1,090
|
|
Electrical Systems and Services
|
776
|
|
|
843
|
|
|
889
|
|
|||
Hydraulics
|
246
|
|
|
367
|
|
|
355
|
|
|||
Aerospace
|
310
|
|
|
273
|
|
|
252
|
|
|||
Vehicle
|
645
|
|
|
645
|
|
|
592
|
|
|||
Total segment operating profit
|
3,133
|
|
|
3,312
|
|
|
3,178
|
|
|||
|
|
|
|
|
|
||||||
Corporate
|
|
|
|
|
|
||||||
Litigation settlements
|
—
|
|
|
(644
|
)
|
|
—
|
|
|||
Amortization of intangible assets
|
(406
|
)
|
|
(431
|
)
|
|
(437
|
)
|
|||
Interest expense - net
|
(232
|
)
|
|
(227
|
)
|
|
(271
|
)
|
|||
Pension and other postretirement benefits expense
|
(130
|
)
|
|
(138
|
)
|
|
(183
|
)
|
|||
Inventory step-up adjustment
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||
Other corporate expense - net
|
(220
|
)
|
|
(111
|
)
|
|
(369
|
)
|
|||
Income before income taxes
|
2,145
|
|
|
1,761
|
|
|
1,884
|
|
|||
Income tax expense (benefit)
|
164
|
|
|
(42
|
)
|
|
11
|
|
|||
Net income
|
1,981
|
|
|
1,803
|
|
|
1,873
|
|
|||
Less net income for noncontrolling interests
|
(2
|
)
|
|
(10
|
)
|
|
(12
|
)
|
|||
Net income attributable to Eaton ordinary shareholders
|
$
|
1,979
|
|
|
$
|
1,793
|
|
|
$
|
1,861
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Electrical Products
|
$
|
25
|
|
|
$
|
66
|
|
|
$
|
44
|
|
Electrical Systems and Services
|
15
|
|
|
51
|
|
|
37
|
|
|||
Hydraulics
|
2
|
|
|
12
|
|
|
36
|
|
|||
Total
|
$
|
42
|
|
|
$
|
129
|
|
|
$
|
117
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Identifiable assets
|
|
|
|
|
|
||||||
Electrical Products
|
$
|
2,538
|
|
|
$
|
3,012
|
|
|
$
|
3,204
|
|
Electrical Systems and Services
|
2,285
|
|
|
2,512
|
|
|
2,683
|
|
|||
Hydraulics
|
1,138
|
|
|
1,315
|
|
|
1,362
|
|
|||
Aerospace
|
841
|
|
|
832
|
|
|
852
|
|
|||
Vehicle
|
1,579
|
|
|
1,668
|
|
|
1,716
|
|
|||
Total identifiable assets
|
8,381
|
|
|
9,339
|
|
|
9,817
|
|
|||
Goodwill
|
13,479
|
|
|
13,893
|
|
|
14,495
|
|
|||
Other intangible assets
|
6,014
|
|
|
6,556
|
|
|
7,186
|
|
|||
Corporate
|
3,157
|
|
|
3,741
|
|
|
3,993
|
|
|||
Total assets
|
$
|
31,031
|
|
|
$
|
33,529
|
|
|
$
|
35,491
|
|
|
|
|
|
|
|
||||||
Capital expenditures for property, plant and equipment
|
|
|
|
|
|
||||||
Electrical Products
|
$
|
137
|
|
|
$
|
170
|
|
|
$
|
152
|
|
Electrical Systems and Services
|
94
|
|
|
147
|
|
|
113
|
|
|||
Hydraulics
|
61
|
|
|
79
|
|
|
80
|
|
|||
Aerospace
|
33
|
|
|
28
|
|
|
29
|
|
|||
Vehicle
|
119
|
|
|
160
|
|
|
161
|
|
|||
Total
|
444
|
|
|
584
|
|
|
535
|
|
|||
Corporate
|
62
|
|
|
48
|
|
|
79
|
|
|||
Total expenditures for property, plant and equipment
|
$
|
506
|
|
|
$
|
632
|
|
|
$
|
614
|
|
|
|
|
|
|
|
||||||
Depreciation of property, plant and equipment
|
|
|
|
|
|
||||||
Electrical Products
|
$
|
137
|
|
|
$
|
148
|
|
|
$
|
151
|
|
Electrical Systems and Services
|
82
|
|
|
90
|
|
|
86
|
|
|||
Hydraulics
|
67
|
|
|
67
|
|
|
65
|
|
|||
Aerospace
|
28
|
|
|
28
|
|
|
27
|
|
|||
Vehicle
|
113
|
|
|
130
|
|
|
133
|
|
|||
Total
|
427
|
|
|
463
|
|
|
462
|
|
|||
Corporate
|
52
|
|
|
51
|
|
|
54
|
|
|||
Total depreciation of property, plant and equipment
|
$
|
479
|
|
|
$
|
514
|
|
|
$
|
516
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
|
|
|
|
||||||
United States
|
$
|
11,396
|
|
|
$
|
11,701
|
|
|
$
|
11,092
|
|
Canada
|
969
|
|
|
1,113
|
|
|
1,154
|
|
|||
Latin America
|
1,726
|
|
|
1,988
|
|
|
2,113
|
|
|||
Europe
|
4,379
|
|
|
5,074
|
|
|
5,112
|
|
|||
Asia Pacific
|
2,385
|
|
|
2,676
|
|
|
2,575
|
|
|||
Total
|
$
|
20,855
|
|
|
$
|
22,552
|
|
|
$
|
22,046
|
|
|
|
|
|
|
|
||||||
Long-lived assets
|
|
|
|
|
|
||||||
United States
|
$
|
1,982
|
|
|
$
|
1,988
|
|
|
$
|
1,966
|
|
Canada
|
19
|
|
|
25
|
|
|
28
|
|
|||
Latin America
|
243
|
|
|
306
|
|
|
331
|
|
|||
Europe
|
734
|
|
|
799
|
|
|
856
|
|
|||
Asia Pacific
|
587
|
|
|
632
|
|
|
652
|
|
|||
Total
|
$
|
3,565
|
|
|
$
|
3,750
|
|
|
$
|
3,833
|
|
Note 16.
|
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
|
CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
YEAR ENDED DECEMBER 31, 2015
|
|||||||||||||||||||||||
|
Eaton
Corporation
plc
|
|
Eaton
Corporation
|
|
Guarantors
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Total
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
6,925
|
|
|
$
|
6,654
|
|
|
$
|
12,538
|
|
|
$
|
(5,262
|
)
|
|
$
|
20,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of products sold
|
—
|
|
|
5,508
|
|
|
5,033
|
|
|
8,984
|
|
|
(5,233
|
)
|
|
14,292
|
|
||||||
Selling and administrative expense
|
141
|
|
|
1,223
|
|
|
737
|
|
|
1,495
|
|
|
—
|
|
|
3,596
|
|
||||||
Research and development expense
|
—
|
|
|
266
|
|
|
196
|
|
|
163
|
|
|
—
|
|
|
625
|
|
||||||
Interest expense (income) - net
|
—
|
|
|
222
|
|
|
21
|
|
|
(13
|
)
|
|
2
|
|
|
232
|
|
||||||
Other expense (income) - net
|
—
|
|
|
27
|
|
|
2
|
|
|
(64
|
)
|
|
—
|
|
|
(35
|
)
|
||||||
Equity in loss (earnings) of
subsidiaries, net of tax
|
(2,456
|
)
|
|
(793
|
)
|
|
(3,267
|
)
|
|
(666
|
)
|
|
7,182
|
|
|
—
|
|
||||||
Intercompany expense (income) - net
|
336
|
|
|
(452
|
)
|
|
1,239
|
|
|
(1,123
|
)
|
|
—
|
|
|
—
|
|
||||||
Income (loss) before income taxes
|
1,979
|
|
|
924
|
|
|
2,693
|
|
|
3,762
|
|
|
(7,213
|
)
|
|
2,145
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
103
|
|
|
(73
|
)
|
|
145
|
|
|
(11
|
)
|
|
164
|
|
||||||
Net income (loss)
|
1,979
|
|
|
821
|
|
|
2,766
|
|
|
3,617
|
|
|
(7,202
|
)
|
|
1,981
|
|
||||||
Less net loss (income) for
noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
||||||
Net income (loss) attributable to
Eaton ordinary shareholders
|
$
|
1,979
|
|
|
$
|
821
|
|
|
$
|
2,766
|
|
|
$
|
3,614
|
|
|
$
|
(7,201
|
)
|
|
$
|
1,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss)
|
(964
|
)
|
|
1
|
|
|
(947
|
)
|
|
(1,170
|
)
|
|
2,116
|
|
|
(964
|
)
|
||||||
Total comprehensive income (loss) attributable to Eaton
ordinary shareholders
|
$
|
1,015
|
|
|
$
|
822
|
|
|
$
|
1,819
|
|
|
$
|
2,444
|
|
|
$
|
(5,085
|
)
|
|
$
|
1,015
|
|
CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
YEAR ENDED DECEMBER 31, 2014
|
|||||||||||||||||||||||
|
Eaton
Corporation
plc
|
|
Eaton
Corporation
|
|
Guarantors
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Total
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
6,990
|
|
|
$
|
6,885
|
|
|
$
|
13,521
|
|
|
$
|
(4,844
|
)
|
|
$
|
22,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of products sold
|
—
|
|
|
5,519
|
|
|
5,075
|
|
|
9,882
|
|
|
(4,830
|
)
|
|
15,646
|
|
||||||
Selling and administrative expense
|
171
|
|
|
1,246
|
|
|
743
|
|
|
1,650
|
|
|
—
|
|
|
3,810
|
|
||||||
Litigation settlements
|
—
|
|
|
644
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
644
|
|
||||||
Research and development expense
|
—
|
|
|
240
|
|
|
202
|
|
|
205
|
|
|
—
|
|
|
647
|
|
||||||
Interest expense (income) - net
|
—
|
|
|
225
|
|
|
25
|
|
|
(29
|
)
|
|
6
|
|
|
227
|
|
||||||
Other expense (income) - net
|
—
|
|
|
(17
|
)
|
|
(81
|
)
|
|
(85
|
)
|
|
—
|
|
|
(183
|
)
|
||||||
Equity in loss (earnings) of
subsidiaries, net of tax
|
(2,191
|
)
|
|
(663
|
)
|
|
(2,654
|
)
|
|
(292
|
)
|
|
5,800
|
|
|
—
|
|
||||||
Intercompany expense (income) - net
|
227
|
|
|
(263
|
)
|
|
855
|
|
|
(819
|
)
|
|
—
|
|
|
—
|
|
||||||
Income (loss) before income taxes
|
1,793
|
|
|
59
|
|
|
2,720
|
|
|
3,009
|
|
|
(5,820
|
)
|
|
1,761
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
(100
|
)
|
|
76
|
|
|
(11
|
)
|
|
(7
|
)
|
|
(42
|
)
|
||||||
Net income (loss)
|
1,793
|
|
|
159
|
|
|
2,644
|
|
|
3,020
|
|
|
(5,813
|
)
|
|
1,803
|
|
||||||
Less net loss (income) for
noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(2
|
)
|
|
(10
|
)
|
||||||
Net income (loss) attributable to
Eaton ordinary shareholders
|
$
|
1,793
|
|
|
$
|
159
|
|
|
$
|
2,644
|
|
|
$
|
3,012
|
|
|
$
|
(5,815
|
)
|
|
$
|
1,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss)
|
(1,339
|
)
|
|
(197
|
)
|
|
(1,368
|
)
|
|
(1,646
|
)
|
|
3,211
|
|
|
(1,339
|
)
|
||||||
Total comprehensive income (loss) attributable to Eaton
ordinary shareholders
|
$
|
454
|
|
|
$
|
(38
|
)
|
|
$
|
1,276
|
|
|
$
|
1,366
|
|
|
$
|
(2,604
|
)
|
|
$
|
454
|
|
CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
YEAR ENDED DECEMBER 31, 2013
|
|||||||||||||||||||||||
|
Eaton
Corporation
plc
|
|
Eaton
Corporation
|
|
Guarantors
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Total
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
6,695
|
|
|
$
|
6,421
|
|
|
$
|
13,579
|
|
|
$
|
(4,649
|
)
|
|
$
|
22,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of products sold
|
—
|
|
|
5,227
|
|
|
4,784
|
|
|
10,010
|
|
|
(4,652
|
)
|
|
15,369
|
|
||||||
Selling and administrative expense
|
32
|
|
|
1,400
|
|
|
749
|
|
|
1,705
|
|
|
—
|
|
|
3,886
|
|
||||||
Research and development expense
|
—
|
|
|
255
|
|
|
200
|
|
|
189
|
|
|
—
|
|
|
644
|
|
||||||
Interest expense (income) - net
|
—
|
|
|
271
|
|
|
28
|
|
|
(22
|
)
|
|
(6
|
)
|
|
271
|
|
||||||
Other expense (income) - net
|
—
|
|
|
8
|
|
|
4
|
|
|
(20
|
)
|
|
—
|
|
|
(8
|
)
|
||||||
Equity in loss (earnings) of
subsidiaries, net of tax
|
(2,147
|
)
|
|
(657
|
)
|
|
(2,005
|
)
|
|
(277
|
)
|
|
5,086
|
|
|
—
|
|
||||||
Intercompany expense (income) - net
|
254
|
|
|
(155
|
)
|
|
(433
|
)
|
|
334
|
|
|
—
|
|
|
—
|
|
||||||
Income (loss) before income taxes
|
1,861
|
|
|
346
|
|
|
3,094
|
|
|
1,660
|
|
|
(5,077
|
)
|
|
1,884
|
|
||||||
Income tax expense (benefit)
|
—
|
|
|
(108
|
)
|
|
(90
|
)
|
|
207
|
|
|
2
|
|
|
11
|
|
||||||
Net income (loss)
|
1,861
|
|
|
454
|
|
|
3,184
|
|
|
1,453
|
|
|
(5,079
|
)
|
|
1,873
|
|
||||||
Less net loss (income) for
noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(3
|
)
|
|
(12
|
)
|
||||||
Net income (loss) attributable to
Eaton ordinary shareholders
|
$
|
1,861
|
|
|
$
|
454
|
|
|
$
|
3,184
|
|
|
$
|
1,444
|
|
|
$
|
(5,082
|
)
|
|
$
|
1,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss)
|
404
|
|
|
221
|
|
|
475
|
|
|
262
|
|
|
(958
|
)
|
|
404
|
|
||||||
Total comprehensive income (loss) attributable to Eaton
ordinary shareholders
|
$
|
2,265
|
|
|
$
|
675
|
|
|
$
|
3,659
|
|
|
$
|
1,706
|
|
|
$
|
(6,040
|
)
|
|
$
|
2,265
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2015
|
|||||||||||||||||||||||
|
Eaton
Corporation
plc
|
|
Eaton
Corporation
|
|
Guarantors
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
7
|
|
|
$
|
235
|
|
|
$
|
—
|
|
|
$
|
268
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
2
|
|
|
175
|
|
|
—
|
|
|
177
|
|
||||||
Accounts receivable - net
|
—
|
|
|
512
|
|
|
1,030
|
|
|
1,937
|
|
|
—
|
|
|
3,479
|
|
||||||
Intercompany accounts receivable
|
1
|
|
|
842
|
|
|
3,888
|
|
|
2,928
|
|
|
(7,659
|
)
|
|
—
|
|
||||||
Inventory
|
—
|
|
|
357
|
|
|
651
|
|
|
1,395
|
|
|
(80
|
)
|
|
2,323
|
|
||||||
Prepaid expenses and other
current assets
|
—
|
|
|
77
|
|
|
40
|
|
|
229
|
|
|
23
|
|
|
369
|
|
||||||
Total current assets
|
1
|
|
|
1,814
|
|
|
5,618
|
|
|
6,899
|
|
|
(7,716
|
)
|
|
6,616
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property, plant and equipment - net
|
—
|
|
|
930
|
|
|
750
|
|
|
1,885
|
|
|
—
|
|
|
3,565
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other noncurrent assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
—
|
|
|
1,355
|
|
|
6,264
|
|
|
5,860
|
|
|
—
|
|
|
13,479
|
|
||||||
Other intangible assets
|
—
|
|
|
182
|
|
|
3,624
|
|
|
2,208
|
|
|
—
|
|
|
6,014
|
|
||||||
Deferred income taxes
|
—
|
|
|
1,016
|
|
|
—
|
|
|
218
|
|
|
(872
|
)
|
|
362
|
|
||||||
Investment in subsidiaries
|
29,627
|
|
|
13,001
|
|
|
60,139
|
|
|
10,163
|
|
|
(112,930
|
)
|
|
—
|
|
||||||
Intercompany loans receivable
|
—
|
|
|
8,641
|
|
|
1,573
|
|
|
44,835
|
|
|
(55,049
|
)
|
|
—
|
|
||||||
Other assets
|
—
|
|
|
527
|
|
|
122
|
|
|
346
|
|
|
—
|
|
|
995
|
|
||||||
Total assets
|
$
|
29,628
|
|
|
$
|
27,466
|
|
|
$
|
78,090
|
|
|
$
|
72,414
|
|
|
$
|
(176,567
|
)
|
|
$
|
31,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and shareholders’
equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
408
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
426
|
|
Current portion of long-term debt
|
—
|
|
|
1
|
|
|
240
|
|
|
1
|
|
|
—
|
|
|
242
|
|
||||||
Accounts payable
|
—
|
|
|
392
|
|
|
260
|
|
|
1,106
|
|
|
—
|
|
|
1,758
|
|
||||||
Intercompany accounts payable
|
219
|
|
|
4,009
|
|
|
2,248
|
|
|
1,183
|
|
|
(7,659
|
)
|
|
—
|
|
||||||
Accrued compensation
|
—
|
|
|
77
|
|
|
53
|
|
|
236
|
|
|
—
|
|
|
366
|
|
||||||
Other current liabilities
|
1
|
|
|
644
|
|
|
318
|
|
|
875
|
|
|
(5
|
)
|
|
1,833
|
|
||||||
Total current liabilities
|
220
|
|
|
5,531
|
|
|
3,119
|
|
|
3,419
|
|
|
(7,664
|
)
|
|
4,625
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
7,088
|
|
|
675
|
|
|
17
|
|
|
1
|
|
|
7,781
|
|
||||||
Pension liabilities
|
—
|
|
|
639
|
|
|
165
|
|
|
782
|
|
|
—
|
|
|
1,586
|
|
||||||
Other postretirement benefits
liabilities
|
—
|
|
|
245
|
|
|
118
|
|
|
77
|
|
|
—
|
|
|
440
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
815
|
|
|
447
|
|
|
(872
|
)
|
|
390
|
|
||||||
Intercompany loans payable
|
14,222
|
|
|
2,962
|
|
|
36,432
|
|
|
1,433
|
|
|
(55,049
|
)
|
|
—
|
|
||||||
Other noncurrent liabilities
|
—
|
|
|
346
|
|
|
200
|
|
|
432
|
|
|
—
|
|
|
978
|
|
||||||
Total noncurrent liabilities
|
14,222
|
|
|
11,280
|
|
|
38,405
|
|
|
3,188
|
|
|
(55,920
|
)
|
|
11,175
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Eaton shareholders' equity
|
15,186
|
|
|
10,655
|
|
|
36,566
|
|
|
65,770
|
|
|
(112,991
|
)
|
|
15,186
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
8
|
|
|
45
|
|
||||||
Total equity
|
15,186
|
|
|
10,655
|
|
|
36,566
|
|
|
65,807
|
|
|
(112,983
|
)
|
|
15,231
|
|
||||||
Total liabilities and equity
|
$
|
29,628
|
|
|
$
|
27,466
|
|
|
$
|
78,090
|
|
|
$
|
72,414
|
|
|
$
|
(176,567
|
)
|
|
$
|
31,031
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2014
|
|||||||||||||||||||||||
|
Eaton
Corporation
plc
|
|
Eaton
Corporation
|
|
Guarantors
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
$
|
1
|
|
|
$
|
173
|
|
|
$
|
13
|
|
|
$
|
594
|
|
|
$
|
—
|
|
|
$
|
781
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
1
|
|
|
244
|
|
|
—
|
|
|
245
|
|
||||||
Accounts receivable - net
|
—
|
|
|
500
|
|
|
955
|
|
|
2,212
|
|
|
—
|
|
|
3,667
|
|
||||||
Intercompany accounts receivable
|
2
|
|
|
759
|
|
|
3,822
|
|
|
4,101
|
|
|
(8,684
|
)
|
|
—
|
|
||||||
Inventory
|
—
|
|
|
397
|
|
|
637
|
|
|
1,445
|
|
|
(51
|
)
|
|
2,428
|
|
||||||
Prepaid expenses and other
current assets
|
—
|
|
|
464
|
|
|
171
|
|
|
340
|
|
|
4
|
|
|
979
|
|
||||||
Total current assets
|
3
|
|
|
2,293
|
|
|
5,599
|
|
|
8,936
|
|
|
(8,731
|
)
|
|
8,100
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property, plant and equipment - net
|
—
|
|
|
972
|
|
|
756
|
|
|
2,022
|
|
|
—
|
|
|
3,750
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other noncurrent assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
—
|
|
|
1,355
|
|
|
6,263
|
|
|
6,275
|
|
|
—
|
|
|
13,893
|
|
||||||
Other intangible assets
|
—
|
|
|
196
|
|
|
3,811
|
|
|
2,549
|
|
|
—
|
|
|
6,556
|
|
||||||
Deferred income taxes
|
—
|
|
|
889
|
|
|
10
|
|
|
137
|
|
|
(808
|
)
|
|
228
|
|
||||||
Investment in subsidiaries
|
26,612
|
|
|
12,238
|
|
|
58,684
|
|
|
9,185
|
|
|
(106,719
|
)
|
|
—
|
|
||||||
Intercompany loans receivable
|
—
|
|
|
7,542
|
|
|
2,249
|
|
|
40,635
|
|
|
(50,426
|
)
|
|
—
|
|
||||||
Other assets
|
—
|
|
|
473
|
|
|
142
|
|
|
387
|
|
|
—
|
|
|
1,002
|
|
||||||
Total assets
|
$
|
26,615
|
|
|
$
|
25,958
|
|
|
$
|
77,514
|
|
|
$
|
70,126
|
|
|
$
|
(166,684
|
)
|
|
$
|
33,529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and shareholders’
equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Current portion of long-term debt
|
—
|
|
|
702
|
|
|
304
|
|
|
2
|
|
|
—
|
|
|
1,008
|
|
||||||
Accounts payable
|
—
|
|
|
475
|
|
|
340
|
|
|
1,125
|
|
|
—
|
|
|
1,940
|
|
||||||
Intercompany accounts payable
|
117
|
|
|
4,087
|
|
|
3,443
|
|
|
1,037
|
|
|
(8,684
|
)
|
|
—
|
|
||||||
Accrued compensation
|
—
|
|
|
112
|
|
|
59
|
|
|
249
|
|
|
—
|
|
|
420
|
|
||||||
Other current liabilities
|
1
|
|
|
674
|
|
|
343
|
|
|
981
|
|
|
(14
|
)
|
|
1,985
|
|
||||||
Total current liabilities
|
118
|
|
|
6,050
|
|
|
4,489
|
|
|
3,396
|
|
|
(8,698
|
)
|
|
5,355
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncurrent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
7,079
|
|
|
932
|
|
|
13
|
|
|
—
|
|
|
8,024
|
|
||||||
Pension liabilities
|
—
|
|
|
726
|
|
|
183
|
|
|
903
|
|
|
—
|
|
|
1,812
|
|
||||||
Other postretirement benefits
liabilities
|
—
|
|
|
283
|
|
|
136
|
|
|
94
|
|
|
—
|
|
|
513
|
|
||||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
1,160
|
|
|
549
|
|
|
(808
|
)
|
|
901
|
|
||||||
Intercompany loans payable
|
10,711
|
|
|
2,723
|
|
|
36,162
|
|
|
830
|
|
|
(50,426
|
)
|
|
—
|
|
||||||
Other noncurrent liabilities
|
—
|
|
|
457
|
|
|
186
|
|
|
442
|
|
|
—
|
|
|
1,085
|
|
||||||
Total noncurrent liabilities
|
10,711
|
|
|
11,268
|
|
|
38,759
|
|
|
2,831
|
|
|
(51,234
|
)
|
|
12,335
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Eaton shareholders' equity
|
15,786
|
|
|
8,640
|
|
|
34,266
|
|
|
63,854
|
|
|
(106,760
|
)
|
|
15,786
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
8
|
|
|
53
|
|
||||||
Total equity
|
15,786
|
|
|
8,640
|
|
|
34,266
|
|
|
63,899
|
|
|
(106,752
|
)
|
|
15,839
|
|
||||||
Total liabilities and equity
|
$
|
26,615
|
|
|
$
|
25,958
|
|
|
$
|
77,514
|
|
|
$
|
70,126
|
|
|
$
|
(166,684
|
)
|
|
$
|
33,529
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
DECEMBER 31, 2015
|
|||||||||||||||||||||||
|
Eaton
Corporation
plc
|
|
Eaton
Corporation
|
|
Guarantors
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Total
|
||||||||||||
Net cash provided by (used in)
operating activities
|
$
|
(137
|
)
|
|
$
|
(46
|
)
|
|
$
|
(283
|
)
|
|
$
|
2,841
|
|
|
$
|
(4
|
)
|
|
$
|
2,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures for property,
plant and equipment
|
—
|
|
|
(94
|
)
|
|
(146
|
)
|
|
(266
|
)
|
|
—
|
|
|
(506
|
)
|
||||||
Cash received from (paid for)
acquisitions of businesses, net of
cash acquired
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
(36
|
)
|
|
—
|
|
|
(72
|
)
|
||||||
Sales (purchases) of short-term investment - net
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
39
|
|
|
—
|
|
|
37
|
|
||||||
Investments in affiliates
|
(1,482
|
)
|
|
—
|
|
|
(1,176
|
)
|
|
(1,482
|
)
|
|
4,140
|
|
|
—
|
|
||||||
Loans to affiliates
|
—
|
|
|
(1,235
|
)
|
|
(39
|
)
|
|
(10,608
|
)
|
|
11,882
|
|
|
—
|
|
||||||
Repayments of loans from affiliates
|
—
|
|
|
342
|
|
|
359
|
|
|
7,148
|
|
|
(7,849
|
)
|
|
—
|
|
||||||
Proceeds from the sales
of businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Other - net
|
—
|
|
|
(50
|
)
|
|
47
|
|
|
(32
|
)
|
|
—
|
|
|
(35
|
)
|
||||||
Net cash provided by (used in)
investing activities
|
(1,482
|
)
|
|
(1,037
|
)
|
|
(993
|
)
|
|
(5,236
|
)
|
|
8,173
|
|
|
(575
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
408
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
425
|
|
||||||
Payments on borrowings
|
—
|
|
|
(724
|
)
|
|
(301
|
)
|
|
(2
|
)
|
|
—
|
|
|
(1,027
|
)
|
||||||
Proceeds from borrowings from
affiliates
|
3,322
|
|
|
6,885
|
|
|
997
|
|
|
678
|
|
|
(11,882
|
)
|
|
—
|
|
||||||
Payments on borrowings from
affiliates
|
(48
|
)
|
|
(6,122
|
)
|
|
(1,282
|
)
|
|
(397
|
)
|
|
7,849
|
|
|
—
|
|
||||||
Capital contribution from affiliates
|
—
|
|
|
1,176
|
|
|
1,482
|
|
|
1,482
|
|
|
(4,140
|
)
|
|
—
|
|
||||||
Other intercompany financing
activities
|
—
|
|
|
(688
|
)
|
|
374
|
|
|
314
|
|
|
—
|
|
|
—
|
|
||||||
Cash dividends paid
|
(1,026
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,026
|
)
|
||||||
Cash dividends paid to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
|
—
|
|
||||||
Exercise of employee stock options
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||||
Repurchase of shares
|
(682
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(682
|
)
|
||||||
Excess tax benefit from equity-based
compensation
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Other - net
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||
Net cash provided by (used in)
financing activities
|
1,618
|
|
|
936
|
|
|
1,270
|
|
|
2,078
|
|
|
(8,169
|
)
|
|
(2,267
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of currency on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
||||||
Total increase (decrease) in cash
|
(1
|
)
|
|
(147
|
)
|
|
(6
|
)
|
|
(359
|
)
|
|
—
|
|
|
(513
|
)
|
||||||
Cash at the beginning of the period
|
1
|
|
|
173
|
|
|
13
|
|
|
594
|
|
|
—
|
|
|
781
|
|
||||||
Cash at the end of the period
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
7
|
|
|
$
|
235
|
|
|
$
|
—
|
|
|
$
|
268
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
DECEMBER 31, 2014
|
|||||||||||||||||||||||
|
Eaton
Corporation
plc
|
|
Eaton
Corporation
|
|
Guarantors
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Total
|
||||||||||||
Net cash provided by (used in)
operating activities
|
$
|
(93
|
)
|
|
$
|
(411
|
)
|
|
$
|
(218
|
)
|
|
$
|
2,568
|
|
|
$
|
32
|
|
|
$
|
1,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures for property,
plant and equipment
|
—
|
|
|
(127
|
)
|
|
(168
|
)
|
|
(337
|
)
|
|
—
|
|
|
(632
|
)
|
||||||
Cash received from (paid for)
acquisitions of businesses, net of
cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Sales (purchases) of short-term investments - net
|
—
|
|
|
—
|
|
|
133
|
|
|
389
|
|
|
—
|
|
|
522
|
|
||||||
Investments in affiliates
|
(753
|
)
|
|
—
|
|
|
—
|
|
|
(753
|
)
|
|
1,506
|
|
|
—
|
|
||||||
Loans to affiliates
|
—
|
|
|
(354
|
)
|
|
(162
|
)
|
|
(10,546
|
)
|
|
11,062
|
|
|
—
|
|
||||||
Repayments of loans from affiliates
|
—
|
|
|
978
|
|
|
212
|
|
|
8,451
|
|
|
(9,641
|
)
|
|
—
|
|
||||||
Proceeds from the sales
of businesses
|
—
|
|
|
93
|
|
|
175
|
|
|
14
|
|
|
—
|
|
|
282
|
|
||||||
Other - net
|
—
|
|
|
(47
|
)
|
|
44
|
|
|
(28
|
)
|
|
—
|
|
|
(31
|
)
|
||||||
Net cash provided by (used in)
investing activities
|
(753
|
)
|
|
543
|
|
|
234
|
|
|
(2,808
|
)
|
|
2,927
|
|
|
143
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Payments on borrowings
|
—
|
|
|
(553
|
)
|
|
(1
|
)
|
|
(28
|
)
|
|
—
|
|
|
(582
|
)
|
||||||
Proceeds from borrowings from
affiliates
|
2,628
|
|
|
7,599
|
|
|
808
|
|
|
27
|
|
|
(11,062
|
)
|
|
—
|
|
||||||
Payments on borrowings from
affiliates
|
(476
|
)
|
|
(6,907
|
)
|
|
(1,875
|
)
|
|
(383
|
)
|
|
9,641
|
|
|
—
|
|
||||||
Capital contribution from affiliates
|
—
|
|
|
—
|
|
|
753
|
|
|
753
|
|
|
(1,506
|
)
|
|
—
|
|
||||||
Other intercompany financing
activities
|
217
|
|
|
(169
|
)
|
|
302
|
|
|
(350
|
)
|
|
—
|
|
|
—
|
|
||||||
Cash dividends paid
|
(929
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(929
|
)
|
||||||
Cash dividends received from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
(32
|
)
|
|
—
|
|
||||||
Exercise of employee stock options
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||
Repurchase of shares
|
(650
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(650
|
)
|
||||||
Excess tax benefit from equity-based
compensation
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
Other - net
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
(43
|
)
|
||||||
Net cash provided by (used in)
financing activities
|
844
|
|
|
(10
|
)
|
|
(13
|
)
|
|
8
|
|
|
(2,959
|
)
|
|
(2,130
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of currency on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||||
Total increase (decrease) in cash
|
(2
|
)
|
|
122
|
|
|
3
|
|
|
(257
|
)
|
|
—
|
|
|
(134
|
)
|
||||||
Cash at the beginning of the period
|
3
|
|
|
51
|
|
|
10
|
|
|
851
|
|
|
—
|
|
|
915
|
|
||||||
Cash at the end of the period
|
$
|
1
|
|
|
$
|
173
|
|
|
$
|
13
|
|
|
$
|
594
|
|
|
$
|
—
|
|
|
$
|
781
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
DECEMBER 31, 2013
|
|||||||||||||||||||||||
|
Eaton
Corporation
plc
|
|
Eaton
Corporation
|
|
Guarantors
|
|
Other
subsidiaries
|
|
Consolidating
adjustments
|
|
Total
|
||||||||||||
Net cash provided by (used in)
operating activities
|
$
|
(17
|
)
|
|
$
|
860
|
|
|
$
|
428
|
|
|
$
|
1,067
|
|
|
$
|
(53
|
)
|
|
$
|
2,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures for property,
plant and equipment
|
—
|
|
|
(171
|
)
|
|
(119
|
)
|
|
(324
|
)
|
|
—
|
|
|
(614
|
)
|
||||||
Cash received from (paid for)
acquisitions of businesses, net of
cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Sales (purchases) of short-term
investments - net
|
—
|
|
|
25
|
|
|
(95
|
)
|
|
(218
|
)
|
|
—
|
|
|
(288
|
)
|
||||||
Loans to affiliates
|
—
|
|
|
(535
|
)
|
|
(545
|
)
|
|
(6,215
|
)
|
|
7,295
|
|
|
—
|
|
||||||
Repayments of loans from affiliates
|
—
|
|
|
36
|
|
|
626
|
|
|
5,795
|
|
|
(6,457
|
)
|
|
—
|
|
||||||
Proceeds from the sales of
businesses
|
—
|
|
|
—
|
|
|
—
|
|
|
777
|
|
|
—
|
|
|
777
|
|
||||||
Other - net
|
—
|
|
|
(41
|
)
|
|
(12
|
)
|
|
(15
|
)
|
|
—
|
|
|
(68
|
)
|
||||||
Net cash provided by (used in)
investing activities
|
—
|
|
|
(686
|
)
|
|
(145
|
)
|
|
(209
|
)
|
|
838
|
|
|
(202
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||
Payments on borrowings
|
—
|
|
|
(1,048
|
)
|
|
(43
|
)
|
|
(5
|
)
|
|
—
|
|
|
(1,096
|
)
|
||||||
Proceeds from borrowings from
affiliates
|
—
|
|
|
2,395
|
|
|
4,260
|
|
|
640
|
|
|
(7,295
|
)
|
|
—
|
|
||||||
Payments on borrowings from
affiliates
|
—
|
|
|
(2,921
|
)
|
|
(2,874
|
)
|
|
(662
|
)
|
|
6,457
|
|
|
—
|
|
||||||
Other intercompany financing
activities
|
688
|
|
|
1,365
|
|
|
(1,630
|
)
|
|
(423
|
)
|
|
—
|
|
|
—
|
|
||||||
Cash dividends paid
|
(796
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(796
|
)
|
||||||
Cash dividends paid to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
53
|
|
|
—
|
|
||||||
Exercise of employee stock options
|
121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
||||||
Excess tax benefit from equity-based
compensation
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
||||||
Other - net
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Net cash provided by (used in)
financing activities
|
13
|
|
|
(177
|
)
|
|
(287
|
)
|
|
(500
|
)
|
|
(785
|
)
|
|
(1,736
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of currency on cash
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
Total increase (decrease) in cash
|
(4
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
349
|
|
|
—
|
|
|
338
|
|
||||||
Cash at the beginning of the period
|
7
|
|
|
54
|
|
|
14
|
|
|
502
|
|
|
—
|
|
|
577
|
|
||||||
Cash at the end of the period
|
$
|
3
|
|
|
$
|
51
|
|
|
$
|
10
|
|
|
$
|
851
|
|
|
$
|
—
|
|
|
$
|
915
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
20,855
|
|
|
$
|
22,552
|
|
|
$
|
22,046
|
|
Net income attributable to Eaton ordinary shareholders
|
1,979
|
|
|
1,793
|
|
|
1,861
|
|
|||
Net income per share attributable to Eaton ordinary shareholders - diluted
|
$
|
4.23
|
|
|
$
|
3.76
|
|
|
$
|
3.90
|
|
|
2015
|
|
Change
from 2014
|
|
2014
|
|
Change
from 2013
|
|
2013
|
||||||||
Net sales
|
$
|
20,855
|
|
|
(8
|
)%
|
|
$
|
22,552
|
|
|
2
|
%
|
|
$
|
22,046
|
|
Gross profit
|
6,563
|
|
|
(5
|
)%
|
|
6,906
|
|
|
3
|
%
|
|
6,677
|
|
|||
Percent of net sales
|
31.5
|
%
|
|
|
|
30.6
|
%
|
|
|
|
30.3
|
%
|
|||||
Income before income taxes
|
2,145
|
|
|
22
|
%
|
|
1,761
|
|
|
(7
|
)%
|
|
1,884
|
|
|||
Net income
|
1,981
|
|
|
10
|
%
|
|
1,803
|
|
|
(4
|
)%
|
|
1,873
|
|
|||
Less net income for noncontrolling interests
|
(2
|
)
|
|
|
|
(10
|
)
|
|
|
|
(12
|
)
|
|||||
Net income attributable to Eaton ordinary shareholders
|
1,979
|
|
|
10
|
%
|
|
1,793
|
|
|
(4
|
)%
|
|
1,861
|
|
|||
Excluding acquisition integration charges and
transaction costs (after-tax)
|
31
|
|
|
|
|
102
|
|
|
|
|
110
|
|
|||||
Operating earnings
|
$
|
2,010
|
|
|
6
|
%
|
|
$
|
1,895
|
|
|
(4
|
)%
|
|
$
|
1,971
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to Eaton ordinary shareholders - diluted
|
$
|
4.23
|
|
|
13
|
%
|
|
$
|
3.76
|
|
|
(4
|
)%
|
|
$
|
3.90
|
|
Excluding per share impact of acquisition integration charges and transaction costs (after-tax)
|
0.07
|
|
|
|
|
0.21
|
|
|
|
|
0.23
|
|
|||||
Operating earnings per ordinary share
|
$
|
4.30
|
|
|
8
|
%
|
|
$
|
3.97
|
|
|
(4
|
)%
|
|
$
|
4.13
|
|
|
2015
|
|
Change
from 2014 |
|
2014
|
|
Change
from 2013 |
|
2013
|
||||||||
Net sales
|
$
|
6,976
|
|
|
(4
|
)%
|
|
$
|
7,254
|
|
|
3
|
%
|
|
$
|
7,026
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
1,156
|
|
|
(2
|
)%
|
|
1,184
|
|
|
9
|
%
|
|
1,090
|
|
|||
Operating margin
|
16.6
|
%
|
|
|
|
16.3
|
%
|
|
|
|
15.5
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition integration charges
|
$
|
25
|
|
|
|
|
$
|
66
|
|
|
|
|
$
|
44
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Before acquisition integration charges
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
1,181
|
|
|
(6
|
)%
|
|
$
|
1,250
|
|
|
10
|
%
|
|
$
|
1,134
|
|
Operating margin
|
16.9
|
%
|
|
|
|
17.2
|
%
|
|
|
|
16.1
|
%
|
|
2015
|
|
Change
from 2014 |
|
2014
|
|
Change
from 2013 |
|
2013
|
||||||||
Net sales
|
$
|
5,931
|
|
|
(8
|
)%
|
|
$
|
6,457
|
|
|
—
|
%
|
|
$
|
6,430
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
776
|
|
|
(8
|
)%
|
|
843
|
|
|
(5
|
)%
|
|
889
|
|
|||
Operating margin
|
13.1
|
%
|
|
|
|
13.1
|
%
|
|
|
|
13.8
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition integration charges
|
$
|
15
|
|
|
|
|
$
|
51
|
|
|
|
|
$
|
37
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Before acquisition integration charges
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
791
|
|
|
(12
|
)%
|
|
$
|
894
|
|
|
(3
|
)%
|
|
$
|
926
|
|
Operating margin
|
13.3
|
%
|
|
|
|
13.8
|
%
|
|
|
|
14.4
|
%
|
|
2015
|
|
Change
from 2014 |
|
2014
|
|
Change
from 2013 |
|
2013
|
||||||||
Net sales
|
$
|
2,459
|
|
|
(17
|
)%
|
|
$
|
2,975
|
|
|
—
|
%
|
|
$
|
2,981
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
246
|
|
|
(33
|
)%
|
|
367
|
|
|
3
|
%
|
|
355
|
|
|||
Operating margin
|
10.0
|
%
|
|
|
|
12.3
|
%
|
|
|
|
11.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition integration charges
|
$
|
2
|
|
|
|
|
$
|
12
|
|
|
|
|
$
|
36
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Before acquisition integration charges
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
248
|
|
|
(35
|
)%
|
|
$
|
379
|
|
|
(3
|
)%
|
|
$
|
391
|
|
Operating margin
|
10.1
|
%
|
|
|
|
12.7
|
%
|
|
|
|
13.1
|
%
|
|
2015
|
|
Change
from 2014 |
|
2014
|
|
Change
from 2013 |
|
2013
|
||||||||
Net sales
|
$
|
1,807
|
|
|
(3
|
)%
|
|
$
|
1,860
|
|
|
5
|
%
|
|
$
|
1,774
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
310
|
|
|
14
|
%
|
|
273
|
|
|
8
|
%
|
|
252
|
|
|||
Operating margin
|
17.2
|
%
|
|
|
|
14.7
|
%
|
|
|
|
14.2
|
%
|
|
2015
|
|
Change
from 2014 |
|
2014
|
|
Change
from 2013 |
|
2013
|
||||||||
Net sales
|
$
|
3,682
|
|
|
(8
|
)%
|
|
$
|
4,006
|
|
|
4
|
%
|
|
$
|
3,835
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
645
|
|
|
—
|
%
|
|
645
|
|
|
9
|
%
|
|
592
|
|
|||
Operating margin
|
17.5
|
%
|
|
|
|
16.1
|
%
|
|
|
|
15.4
|
%
|
|
2015
|
|
Change
from 2014
|
|
2014
|
|
Change
from 2013
|
|
2013
|
||||||||
Litigation settlements
|
$
|
—
|
|
|
NM
|
|
|
$
|
644
|
|
|
NM
|
|
|
$
|
—
|
|
Amortization of intangible assets
|
406
|
|
|
(6
|
)%
|
|
431
|
|
|
(1
|
)%
|
|
437
|
|
|||
Interest expense - net
|
232
|
|
|
2
|
%
|
|
227
|
|
|
(16
|
)%
|
|
271
|
|
|||
Pension and other postretirement benefits expense
|
130
|
|
|
(6
|
)%
|
|
138
|
|
|
(25
|
)%
|
|
183
|
|
|||
Inventory step-up adjustment
|
—
|
|
|
NM
|
|
|
—
|
|
|
NM
|
|
|
34
|
|
|||
Gain on divestiture of Aerospace businesses
|
—
|
|
|
NM
|
|
|
(154
|
)
|
|
NM
|
|
|
—
|
|
|||
Other corporate expense - net
|
220
|
|
|
(17
|
)%
|
|
265
|
|
|
(28
|
)%
|
|
369
|
|
|||
Total corporate expense
|
$
|
988
|
|
|
(36
|
)%
|
|
$
|
1,551
|
|
|
20
|
%
|
|
$
|
1,294
|
|
Credit Rating Agency (long- /short-term rating)
|
|
Rating
|
|
Outlook
|
Standard & Poor's
|
|
A-/A-2
|
|
Stable outlook
|
Moody's
|
|
Baa1/P-2
|
|
Stable outlook
|
Fitch
|
|
BBB+/F2
|
|
Stable outlook
|
|
2016
|
|
2017
to
2018
|
|
2019
to
2020
|
|
Thereafter
|
|
Total
|
||||||||||
Long-term debt, including current portion
(1)
|
$
|
242
|
|
|
$
|
2,120
|
|
|
$
|
581
|
|
|
$
|
4,890
|
|
|
$
|
7,833
|
|
Interest expense related to long-term debt
|
312
|
|
|
538
|
|
|
431
|
|
|
1,939
|
|
|
3,220
|
|
|||||
Reduction of interest expense from interest rate swap agreements related to long-term debt
|
(59
|
)
|
|
(79
|
)
|
|
(33
|
)
|
|
(74
|
)
|
|
(245
|
)
|
|||||
Operating leases
|
151
|
|
|
203
|
|
|
81
|
|
|
55
|
|
|
490
|
|
|||||
Purchase obligations
|
759
|
|
|
89
|
|
|
38
|
|
|
7
|
|
|
893
|
|
|||||
Other obligations
|
188
|
|
|
18
|
|
|
14
|
|
|
25
|
|
|
245
|
|
|||||
Total
|
$
|
1,593
|
|
|
$
|
2,889
|
|
|
$
|
1,112
|
|
|
$
|
6,842
|
|
|
$
|
12,436
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(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.
|
(In millions except for per share data)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
||||||||||||||||||||
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net sales
|
$
|
20,855
|
|
|
$
|
22,552
|
|
|
$
|
22,046
|
|
|
$
|
16,311
|
|
|
$
|
16,049
|
|
|
$
|
13,715
|
|
|
$
|
11,873
|
|
|
$
|
15,376
|
|
|
$
|
13,033
|
|
|
$
|
12,232
|
|
Income before income taxes
|
2,145
|
|
|
1,761
|
|
|
1,884
|
|
|
1,251
|
|
|
1,553
|
|
|
1,036
|
|
|
303
|
|
|
1,140
|
|
|
1,055
|
|
|
979
|
|
||||||||||
Income after income taxes
|
1,981
|
|
|
1,803
|
|
|
1,873
|
|
|
1,220
|
|
|
1,352
|
|
|
937
|
|
|
385
|
|
|
1,067
|
|
|
973
|
|
|
907
|
|
||||||||||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
35
|
|
|
53
|
|
||||||||||
Net income
|
1,981
|
|
|
1,803
|
|
|
1,873
|
|
|
1,220
|
|
|
1,352
|
|
|
937
|
|
|
385
|
|
|
1,070
|
|
|
1,008
|
|
|
960
|
|
||||||||||
Less net income for noncontrolling interests
|
(2
|
)
|
|
(10
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
(2
|
)
|
|
(12
|
)
|
|
(14
|
)
|
|
(10
|
)
|
||||||||||
Net income attributable to Eaton ordinary shareholders
|
$
|
1,979
|
|
|
$
|
1,793
|
|
|
$
|
1,861
|
|
|
$
|
1,217
|
|
|
$
|
1,350
|
|
|
$
|
929
|
|
|
$
|
383
|
|
|
$
|
1,058
|
|
|
$
|
994
|
|
|
$
|
950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net income per share attributable to Eaton ordinary shareholders - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Continuing operations
|
$
|
4.23
|
|
|
$
|
3.76
|
|
|
$
|
3.90
|
|
|
$
|
3.46
|
|
|
$
|
3.93
|
|
|
$
|
2.73
|
|
|
$
|
1.14
|
|
|
$
|
3.25
|
|
|
$
|
3.19
|
|
|
$
|
2.94
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.12
|
|
|
0.17
|
|
||||||||||
Total
|
$
|
4.23
|
|
|
$
|
3.76
|
|
|
$
|
3.90
|
|
|
$
|
3.46
|
|
|
$
|
3.93
|
|
|
$
|
2.73
|
|
|
$
|
1.14
|
|
|
$
|
3.26
|
|
|
$
|
3.31
|
|
|
$
|
3.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net income per share attributable to Eaton ordinary shareholders - basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Continuing operations
|
$
|
4.25
|
|
|
$
|
3.78
|
|
|
$
|
3.93
|
|
|
$
|
3.54
|
|
|
$
|
3.98
|
|
|
$
|
2.76
|
|
|
$
|
1.16
|
|
|
$
|
3.29
|
|
|
$
|
3.26
|
|
|
$
|
2.99
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.12
|
|
|
0.17
|
|
||||||||||
Total
|
$
|
4.25
|
|
|
$
|
3.78
|
|
|
$
|
3.93
|
|
|
$
|
3.54
|
|
|
$
|
3.98
|
|
|
$
|
2.76
|
|
|
$
|
1.16
|
|
|
$
|
3.30
|
|
|
$
|
3.38
|
|
|
$
|
3.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Weighted-average number of ordinary shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Diluted
|
467.1
|
|
|
476.8
|
|
|
476.7
|
|
|
350.9
|
|
|
342.8
|
|
|
339.5
|
|
|
335.8
|
|
|
324.6
|
|
|
300.6
|
|
|
305.8
|
|
||||||||||
Basic
|
465.5
|
|
|
474.1
|
|
|
473.5
|
|
|
347.8
|
|
|
338.3
|
|
|
335.5
|
|
|
332.7
|
|
|
320.4
|
|
|
294.6
|
|
|
300.4
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Cash dividends declared
per ordinary share
|
$
|
2.20
|
|
|
$
|
1.96
|
|
|
$
|
1.68
|
|
|
$
|
1.52
|
|
|
$
|
1.36
|
|
|
$
|
1.08
|
|
|
$
|
1.00
|
|
|
$
|
1.00
|
|
|
$
|
0.86
|
|
|
$
|
0.74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Total assets
|
$
|
31,031
|
|
|
$
|
33,529
|
|
|
$
|
35,491
|
|
|
$
|
35,810
|
|
|
$
|
17,873
|
|
|
$
|
17,252
|
|
|
$
|
16,282
|
|
|
$
|
16,655
|
|
|
$
|
13,430
|
|
|
$
|
11,417
|
|
Long-term debt
|
7,781
|
|
|
8,024
|
|
|
8,969
|
|
|
9,765
|
|
|
3,366
|
|
|
3,382
|
|
|
3,349
|
|
|
3,190
|
|
|
2,432
|
|
|
1,774
|
|
||||||||||
Total debt
|
8,449
|
|
|
9,034
|
|
|
9,549
|
|
|
10,836
|
|
|
3,773
|
|
|
3,458
|
|
|
3,467
|
|
|
4,271
|
|
|
3,417
|
|
|
2,586
|
|
||||||||||
Eaton shareholders' equity
|
15,186
|
|
|
15,786
|
|
|
16,791
|
|
|
15,113
|
|
|
7,469
|
|
|
7,362
|
|
|
6,777
|
|
|
6,317
|
|
|
5,172
|
|
|
4,106
|
|
||||||||||
Eaton shareholders' equity
per ordinary share
|
$
|
33.10
|
|
|
$
|
33.74
|
|
|
$
|
35.34
|
|
|
$
|
32.11
|
|
|
$
|
22.34
|
|
|
$
|
21.66
|
|
|
$
|
20.39
|
|
|
$
|
19.14
|
|
|
$
|
17.71
|
|
|
$
|
14.04
|
|
Ordinary shares outstanding
|
458.8
|
|
|
467.9
|
|
|
475.1
|
|
|
470.7
|
|
|
334.4
|
|
|
339.9
|
|
|
332.3
|
|
|
330.0
|
|
|
292.0
|
|
|
292.6
|
|
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) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
|
|
|
|
|
(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) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
|
|
|
|
|
(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 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
|
|
|
|
|
(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) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
|
|
|
|
|
(l)
|
Form of Restricted Share Unit Agreement - Filed in conjunction with this Form 10-K Report *
|
|
|
|
|
(m)
|
Form of Restricted Share Award Agreement - Filed in conjunction with this Form 10-K Report *
|
|
|
|
|
(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 - Incorporated by reference to the Form 10-K report for the year ended December 31, 2012
|
|
|
|
|
(p)
|
Form of Stock Option Agreement for Executives - Filed in conjunction with this Form 10-K Report *
|
|
|
|
|
(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 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 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
|
|
|
|
|
(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 - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
|
|
|
|
|
(z)
|
2015 Stock Plan - Incorporated by reference to the Form S-8 filed on October 30, 2015
|
|
|
|
|
(aa)
|
Form of Change of Control Agreement entered into with officers of Eaton Corporation - Incorporated by reference to the Form 8-K Report filed on December 17, 2015
|
|
|
|
|
(bb)
|
Form of Indemnification Agreement entered into with directors - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
|
|
|
|
|
(cc)
|
Form of Indemnification Agreement II entered into with directors - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
|
|
|
|
|
(dd)
|
Amended and Restated Executive Strategic Incentive Plan (amended and restated February 27, 2013) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
|
|
|
|
|
(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) - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
|
|
|
|
|
(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)
|
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
|
|
|
|
|
(ii)
|
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
|
|
|
|
|
(jj)
|
Amendment to Excess Benefits Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
|
|
|
|
|
(kk)
|
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
|
|
|
|
|
(ll)
|
Amendment to Supplemental Benefits Plan - Incorporated by reference to the Form 10-K Report for the year ended December 31, 2012
|
|
|
|
|
(mm)
|
Eaton Corporation Board of Directors Policy on Incentive Compensation, Stock Options and Other Equity Grants upon the Restatement of Financial Results - Filed in conjunction with this Form 10-K Report*
|
*
|
Submitted electronically herewith.
|
Article I.
|
ESTABLISHMENT OF THE PLAN
|
1
|
Section 1.1
|
Establishment of Plan and Effective Date
|
1
|
Section 1.2
|
Purposes of the Plan
|
4
|
Article II.
|
DEFINITIONS AND CONSTRUCTION
|
5
|
Section 2.1
|
Definitions
|
5
|
Section 2.2
|
Gender and Number
|
15
|
Section 2.3
|
Headings
|
15
|
Section 2.4
|
Plan Provisions Controlling
|
15
|
Section 2.5
|
Severability
|
15
|
Section 2.6
|
Code and ERISA Compliance; Applicable Law
|
16
|
Article III.
|
ELIGIBILITY
|
16
|
Section 3.1
|
General
|
16
|
Section 3.2
|
Rehire
|
16
|
Article IV.
|
PARTICIPATION
|
16
|
Section 4.1
|
General
|
16
|
Section 4.2
|
Automatic Enrollment
|
17
|
Article V.
|
CONTRIBUTIONS
|
19
|
Section 5.1
|
Member Regular Contributions; Deferred Compensation Contributions; and "Catch-Up Contributions"
|
19
|
Section 5.2
|
Limitation on Regular and Deferred Compensation Contributions
|
22
|
Section 5.3
|
Company Contributions
|
22
|
Section 5.4
|
Allocation of Company Contributions
|
25
|
Section 5.5
|
Eaton Retirement Contributions
|
25
|
Section 5.6
|
Allocation, Payment and Vesting of Eaton Retirement Contributions
|
27
|
Section 5.7
|
Maximum Additions
|
27
|
Section 5.8
|
Excess Deferrals
|
30
|
Section 5.9
|
Excess Deferred Compensation Contributions
|
32
|
Section 5.10
|
Excess Company and Regular Contributions
|
37
|
Section 5.11
|
Miscellaneous ADP/ACP Safe Harbor Notice, Election, and Contribution Requirements
|
42
|
Section 5.12
|
Miscellaneous ADP/ACP Testing Provisions
|
43
|
Article VI.
|
INVESTMENT OF FUNDS
|
46
|
Section 6.1
|
Investment Funds
|
46
|
Section 6.2
|
Investment of Member Contributions and Deferred Compensation Contributions
|
47
|
Section 6.3
|
Investment of Company Contributions and Eaton Retirement Contributions
|
48
|
Section 6.4
|
Charges and Credits to Accounts
|
49
|
Section 6.5
|
Investment of Income Received; Cash Balances
|
49
|
Section 6.6
|
Investment Values and Decisions; Exercise of Investment Discretion
|
50
|
Section 6.7
|
Diversification of Eaton Shares
|
51
|
Article VII.
|
CREDITS AND ACCOUNTS
|
51
|
Section 7.1
|
Credits
|
51
|
Section 7.2
|
Accounts
|
52
|
Article VIII.
|
SERVICE AND VESTING
|
52
|
Section 8.1
|
Special Definitions
|
52
|
Section 8.2
|
Crediting Hours of Service
|
53
|
Section 8.3
|
Crediting of Vesting Service
|
53
|
Section 8.4
|
Vesting of Accounts
|
54
|
Article IX.
|
LOANS TO MEMBERS
|
54
|
Section 9.1
|
Loan Program
|
54
|
Section 9.2
|
Certain Conditions
|
55
|
Section 9.3
|
Certain Standards and Requirements
|
56
|
Section 9.4
|
Default and Collection
|
57
|
Section 9.5
|
Deceased Member
|
58
|
Article X.
|
WITHDRAWALS DURING EMPLOYMENT
|
58
|
Section 10.1
|
Withdrawals
|
58
|
Section 10.2
|
Hardship Withdrawals
|
60
|
Section 10.3
|
Time and Form of Withdrawal Distributions
|
63
|
Section 10.4
|
Other Withdrawals
|
63
|
Section 10.5
|
HEART Act Reservist Withdrawals
|
64
|
Section 10.6
|
Qualified Reservist Withdrawals
|
65
|
Article XI.
|
SETTLEMENT AFTER TERMINATION OF EMPLOYMENT
|
65
|
Section 11.1
|
In General
|
65
|
Section 11.2
|
Retirement or Disability
|
66
|
Section 11.3
|
Death
|
67
|
Section 11.4
|
Other Termination
|
68
|
Section 11.5
|
Value and Timing of Distributions
|
69
|
Section 11.6
|
Separate Accounting for Non-Vested Amounts
|
71
|
Section 11.7
|
Disposition of Non-Vested Amounts
|
72
|
Section 11.8
|
Treatment of Forfeited Amounts
|
73
|
Section 11.9
|
Recrediting of Forfeited Amounts
|
73
|
Section 11.10
|
Minimum Distribution Requirements
|
73
|
Section 11.11
|
Rollovers to Other Plans or IRAs
|
80
|
Section 11.12
|
Unclaimed Accounts
|
82
|
Section 11.13
|
Notice Regarding Forms of Payment
|
84
|
Article XII.
|
COMMITTEES; FIDUCIARY RESPONSIBILITY; CLAIMS
|
85
|
Section 12.1
|
Committee
|
85
|
Section 12.2
|
Fiduciary Responsibility
|
85
|
Section 12.3
|
Committee Power and Rules
|
86
|
Section 12.4
|
Reliance
|
87
|
Section 12.5
|
Indemnification
|
88
|
Section 12.6
|
Claims
|
88
|
Section 12.7
|
Exhaustion of Remedies and Limitation of Actions
|
90
|
Article XIII.
|
TRUST AGREEMENT
|
90
|
Article XIV.
|
TOP‑HEAVY PLAN REQUIREMENTS
|
91
|
Section 14.1
|
Definitions
|
91
|
Section 14.2
|
Determination of Top‑Heavy Status
|
94
|
Section 14.3
|
Top‑Heavy Plan Requirements
|
95
|
Section 14.4
|
Minimum Vesting Requirement
|
95
|
Section 14.5
|
Minimum Contribution Requirement
|
95
|
Section 14.6
|
Coordination With Other Plans
|
97
|
Section 14.7
|
Actuarial Assumptions
|
98
|
Section 14.8
|
Construction
|
98
|
Article XV.
|
ESOP PROVISIONS
|
98
|
Section 15.1
|
ESOP Feature
|
98
|
Section 15.2
|
Borrowing to Purchase Eaton Shares
|
99
|
Section 15.3
|
Release of Shares from Suspense Accounts
|
101
|
Section 15.4
|
Members Right to Diversify
|
106
|
Section 15.5
|
Appraisal Requirement If Employer Securities Not Readily Tradable
|
107
|
Section 15.6
|
Voting Rights
|
108
|
Section 15.7
|
Tenders and Exchanges
|
108
|
Section 15.8
|
Distribution of Company Contributions
|
108
|
Section 15.9
|
Rights to Put Eaton Shares
|
109
|
Section 15.10
|
Restrictions on Transfer of Eaton Shares
|
112
|
Article XVI.
|
ADMINISTRATIVE COSTS
|
112
|
Article XVII.
|
NON‑ALIENATION OF BENEFITS
|
113
|
Article XVIII.
|
NOTICES
|
113
|
Article XIX.
|
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
|
114
|
Section 19.1
|
Reservation of Right to Amend
|
114
|
Section 19.2
|
Retroactivity
|
114
|
Section 19.3
|
Termination
|
114
|
Section 19.4
|
Provision Against Diversion; Exclusive Benefit
|
115
|
Article XX.
|
PLAN MERGERS AND CONSOLIDATIONS; TERMS
|
116
|
Section 20.1
|
Merger or Consolidation
|
116
|
Section 20.2
|
Terms
|
117
|
Section 20.3
|
Transfer From Stanley Aviation Corporation 401K Plan and Trust
|
117
|
Section 20.4
|
Merger of EMC Engineers, Inc. 401(k) Plan
|
119
|
Section 20.5
|
Merger of Wright Line LLC 401(k) Plan
|
122
|
Section 20.6
|
Merger of CopperLogic, Inc. 401(k) Plan & Trust
|
123
|
Section 20.7
|
Merger of E. A. Pederson Company 401(k) Plan
|
125
|
Section 20.8
|
Merger of Cooper Retirement Savings and Stock Ownership Plan
|
129
|
Article XXI.
|
MISCELLANEOUS
|
134
|
Section 21.1
|
Incapacity
|
134
|
Section 21.2
|
Limitation of Rights
|
135
|
Section 21.3
|
No Right to Employment
|
135
|
Section 21.4
|
Rights Relating to the Trust
|
135
|
Section 21.5
|
Limitation on Participation by Persons in Foreign Countries
|
135
|
Section 21.6
|
Uniformed Services
|
136
|
Section 21.7
|
Profit‑Sharing Plan Feature
|
136
|
Section 21.8
|
Miscellaneous Investment Proceeds
|
136
|
Section 21.9
|
Election of Former Vesting Schedule
|
137
|
Section 21.10
|
Issuance of Eaton Shares
|
138
|
Section 21.11
|
Leased Employee
|
138
|
Section 21.12
|
Applicable Law and Forum Selection
|
139
|
Section 21.13
|
Correction of Plan Failures
|
140
|
Section 21.14
|
Application of Windsor Decision
|
140
|
Article XXII.
|
TRANSFER OF FUNDS; ROLLOVERS
|
140
|
Section 22.1
|
Transfer from Other Qualified Plans
|
140
|
Section 22.2
|
Transfer to Other Qualified Plans
|
141
|
Section 22.3
|
Rollover Contributions
|
141
|
Article XXIII.
|
SAVINGS PLAN INDIVIDUAL RETIREMENT ACCOUNT
|
144
|
Section 23.1
|
Definitions
|
144
|
Section 23.2
|
Deductible Employee Contributions
|
144
|
Section 23.3
|
Irrevocable Election of Deductible Contributions
|
145
|
Section 23.4
|
Valuation of Voluntary Deductible Account; Records
|
146
|
Section 23.5
|
Investment of Voluntary Deductible Accounts
|
146
|
Section 23.6
|
Withdrawals from Voluntary Deductible Account
|
146
|
Section 23.7
|
Administrative Costs
|
148
|
Article XXIV.
|
EFFECTIVE DATES
|
148
|
Section 24.1
|
General
|
148
|
Section 24.2
|
Legal Compliance Effective Date Provisions
|
148
|
|
|
|
APPENDIX A TRANSFEROR PLANS
|
A-1
|
|
|
|
|
APPENDIX B COSAV MERGED PLANS AND PROTECTED BENEFITS
|
B-1
|
|
|
|
|
APPENDIX C IAR ADDENDA FOR SUPPLEMENTAL CONTRIBUTIONS
|
C-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P =
|
The Member's vested interest in his Eaton Retirement Contributions Account on the date distribution is to be made.
|
AB =
|
The balance of the Member's Eaton Retirement Contributions Account as of the Valuation Date immediately preceding the date distribution is to be made.
|
D =
|
The amount of all prior distributions from the Member's Eaton Retirement Contributions Account.
|
|
EATON CORPORATION
|
|
|
|
|
__________________, 2015
|
By:
|
Cleveland, Ohio
|
|
Plan
|
Effective Date on which Assets and
Liabilities transferred to the Plan |
|
|
(1) McGraw-Edison Savings and Sharing Plan
|
07/01/86
|
|
|
(2) McGraw-Edison Profit Sharing Plan
|
07/01/86
|
|
|
(3) Campbell Chain Profit-Sharing Plan
|
07/01/86
|
|
|
(4) Turner Profit-Sharing Plan
|
07/01/86
|
|
|
(5) McGraw-Edison Thrift Plan
|
07/01/86
|
|
|
(6) McGraw-Edison Consolidated Retirement Plan
|
07/01/86
(active employees only) |
|
|
(7) GATX Profit-Sharing Plan
|
02/01/87
|
|
|
(8) Joy Manufacturing Company Savings Plan
|
08/01/87
(Petroleum Equipment Group only) |
|
|
(9) Joy Manufacturing Company Savings Plan
|
01/01/88
(Molded Rubber Products Group only) |
|
|
(10) Joy Manufacturing Company Savings Plan
|
06/01/88
(Compressor Group only) |
|
|
(11) USD Plan
|
04/01/88
|
|
|
(12) Champion Spark Plug Company Salaried Employees’ Deferred Savings Plan
|
08/01/90
|
|
|
(13) Cameron Iron Works USA, Inc. Savings Investment Plan
|
09/01/90
|
|
|
(14) Cooper Industries, Inc. Consolidated Retirement Plan
|
12/31/91
|
|
|
(15) Auto Components, Inc. Profit Sharing Plan
|
01/01/94
|
|
|
(16) Moog Automotive, Inc. Temperature Control Division 401(k) Plan
|
01/01/94
|
|
|
(17) Moog Automotive, Inc. Temperature Control Division Profit Sharing Plan
|
01/01/94
|
|
|
(18) Zanxx, Inc. 401(k) Salary Reduction Plan
|
11/10/94
|
|
|
(19) Precision Universal Joint Hourly Profit Sharing Plan
|
02/28/95
|
|
|
(20) Master Power, Inc. 401(k) Retirement Savings Plan
|
07/01/97
|
|
|
(21) Rolero-Omega Voluntary Retirement Savings Plan and Trust
|
07/01/97
|
|
|
(22) Thepitt Hourly Savings Plan
|
08/31/98
(salaried employees only) |
|
|
(23) Neo-Ray Products, Inc. 401(k) Profit Sharing Plan
|
01/01/00
|
|
|
(24) Atlite Lighting Equipment, Inc. 401(k) Plan
|
01/01/00
|
|
|
(25) Wheelock, Inc. Section 401(k) Profit Sharing Plan
|
12/31/06
|
|
|
(26) Cannon Technologies Inc. Profit Sharing Plan
|
12/31/06
|
|
|
(27) Cooper US, Inc. Profit Sharing Plan
|
04/30/07
|
|
|
(28) Madah-Com Inc. 401(k) Profit Sharing Plan
|
12/31/07
|
|
|
(29) iO Lighting 401(k) Plan
|
12/31/07
|
|
|
(30) Roam Secure 401(k) Plan
|
06/30/08
|
|
|
(31) GS Metals Corp Retirement Savings Plan
|
01/01/09
|
|
|
(32) Sure Power, Inc. 401(k) Profit Sharing Plan
|
01/01/09
|
|
|
(33) MTL Incorporated 401(k) Profit Sharing Plan
|
01/01/09
|
|
01/01/12
|
(34) Martek Power Retirement Savings Plan
|
|
|
|
1.
|
Merger of the Wheelock, Inc. Section 401(k) Profit Sharing Plan
|
a.
|
Active Participants as of December 31, 2006, in the Wheelock, Inc. Section 401(k) Profit Sharing Plan were 100% vested in their accrued employer contributions upon the merger into this Plan.
|
b.
|
Active Participants in the Wheelock, Inc. Section 401(k) Profit Sharing Plan who had three or more Years of Service as of December 31, 2006 are 100% vested in all future Company Retirement Contributions made under the Plan.
|
c.
|
Future Company Retirement Contributions for all active Participants in the Wheelock, Inc. Section 401(k) Profit Sharing Plan who had less than three Years of Service as of December 31, 2006, are subject to the vesting schedule under this Plan.
|
d.
|
All years of service that a participant accrued under the Wheelock, Inc. Section 401(k) Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.
|
e.
|
The Normal Retirement Age for those Participants with an Account Balance as of December 31, 2006, in the Wheelock, Inc. Section 401(k) Profit Sharing Plan will be age 60 under this Plan.
|
2.
|
Merger of the Cannon Technologies Inc. Profit Sharing Plan
|
a.
|
Active Participants as of December 31, 2006, in the Cannon Technologies Inc. Profit Sharing Plan are 100% vested in their accrued employer contributions upon the merger into this Plan.
|
b.
|
Active Participants in the Cannon Technologies Inc. Profit Sharing Plan who had three or more Years of Service as of December 31, 2006, are 100% vested in all future Company Retirement Contributions made under the Plan.
|
c.
|
Future Company Retirement Contributions, for all active Participants in the Cannon Technologies Inc. Profit Sharing Plan who had less than three Years of Service as of December 31, 2006, are subject to the vesting schedule under this Plan.
|
d.
|
All years of service that a participant accrued under the Cannon Technologies Inc. Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.
|
3.
|
Merger of the Cooper US, Inc. Profit Sharing Plan
|
a.
|
Active Participants as of April 30, 2007, in the Cooper US, Inc. Profit Sharing Plan, are 100% vested in their accrued employer matching contributions upon the merger into this Plan.
|
b.
|
All years of service that a participant has accrued under the Cooper US, Inc. Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan. Furthermore, there shall be no reduction in accrued years of service that may result from changes in the plan year, vesting computation period, and vesting computation method.
|
c.
|
Accrued non-elective contributions and Future Company Retirement Contributions for all active participants in the Cooper US, Inc. Profit Sharing Plan as of April 30, 2007, will be subject to the vesting schedule under this Plan.
|
d.
|
Participants with an Account Balance as of April 30, 2007, in the Cooper US, Inc. Profit Sharing Plan shall become 100% vested in all Employer contributions under this Plan the first of the month following attainment of age 55.
|
4.
|
Merger of the Madah-com Inc. 401(k) Profit Sharing Plan
|
a.
|
Active participants as of December 31, 2007, in the Madah-Com Inc. 401(k) Profit Sharing Plan, are 100% vested in their accrued employer matching contributions upon the merger into this Plan.
|
b.
|
Accrued non-elective contributions and Future Company Retirement Contributions for all active participants in the Madah-Com Inc. 401(k) Profit Sharing Plan as of December 31, 2007, are subject to the vesting schedule under this Plan.
|
c.
|
All years of service that a participant has accrued under the Madah-Com Inc. 401(k) Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.
|
5.
|
Merger of the iO Lighting 401(k) Plan
|
a.
|
All years of service that a participant has accrued under the iO Lighting 401(k) Plan will be recognized for purposes of determining a Member’s vested interest under this Plan.
|
6.
|
Merger of the Roam Secure 401(k) Plan
|
a.
|
All years of service that a participant has accrued under the Roam Secure 401(k) Plan will be recognized for purposes of determining a Member’s vested interest under this Plan.
|
7.
|
Merger of the GS Metals Corp Retirement Savings Plan
|
a.
|
Active Participants as of December 31, 2008, in the GS Metals Corp Retirement Savings Plan were 100% vested in their accrued employer matching contributions upon the merger into this Plan.
|
b.
|
All years of service that a participant has accrued under the GS Metals Corp Retirement Savings Plan will be recognized for purposes of determining a Member’s vested interest in future Company Retirement Contributions under this Plan. Furthermore, there shall be no reduction in accrued years of service that may result from changes in the plan year, vesting computation period, and vesting computation method.
|
c.
|
The normal retirement age for all former participants of the GS Metals Corp Retirement Savings Plan will be the later of age 55 or the fifth anniversary of the participant’s Employment Commencement Date.
|
8.
|
Merger of the Sure Power, Inc. 401(k) Profit Sharing Plan
|
a.
|
Active Participants as of December 31, 2008, in the Sure Power, Inc. 401(k) Profit Sharing Plan were 100% vested in their accrued employer nonelective contributions upon the merger into this Plan.
|
b.
|
Active Participants in the Sure Power, Inc. 401(k) Profit Sharing Plan who had three or more Years of Service as of December 31, 2008 are 100% vested in all future Company Retirement Contributions made under the Plan.
|
c.
|
Future Company Retirement Contributions for all active Participants in the Sure Power, Inc. 401(k) Profit Sharing Plan who had less than three Years of Service as of December 31, 2008, are subject to the vesting schedule under this Plan.
|
d.
|
All years of service that a participant accrued under the Sure Power, Inc. 401(k) Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.
|
9.
|
Merger of the MTL Incorporated 401(k) Profit Sharing Plan
|
a.
|
Active Participants as of December 31, 2008, in the MTL Incorporated 401(k) Profit Sharing Plan were 100% vested in their accrued employer matching contributions upon the merger into this Plan.
|
b.
|
The accrued nonelective contributions of active participants as of December 31, 2008, in the MTL Incorporated 401(k) Profit Sharing Plan continue to vest according the vesting schedule defined under the MTL Incorporated 401(k) Profit Sharing Plan
|
c.
|
Active Participants in the MTL Incorporated 401(k) Profit Sharing Plan who had three or more Years of Service as of December 31, 2008 will continue to vest according to the nonelective vesting schedule as defined under the MTL Incorporated 401(k) Profit Sharing Plan for purposes of future Company Retirement Contributions made under the Plan.
|
d.
|
Future Company Retirement Contributions for all active Participants in the MTL Incorporated 401(k) Profit Sharing Plan who had less than three Years of Service as of December 31, 2008, are subject to the vesting schedule under this Plan.
|
e.
|
All years of service that a participant accrued under the MTL Incorporated 401(k) Profit Sharing Plan is recognized for purposes of determining a Member’s vested interest under this Plan.
|
10.
|
Merger of the Martek Power Retirement Savings Plan
|
a.
|
All years of service that a participant accrued under the terms of the Martek Power Retirement Savings Plan (“Martek Plan”) as of December
|
b.
|
The accrued Matching Contributions in the Martek Plan of active participants as of the Martek Date continue to vest according to the vesting schedule defined under the Martek Plan as of the Martek Date.
|
c.
|
All Matching Contributions to the Plan occurring after the Martek Date on behalf of all former Martek Plan participants will be 100% vested at all times.
|
d.
|
The accrued Nonelective Contributions in the Martek Plan of active participants as of the Martek Date, continue to vest according to the vesting schedule defined under the Martek Plan as of the Martek Date.
|
e.
|
Active participants with three or more years of service under the terms of the Martek Plan as of the Martek Date, continue to vest according to the Nonelective Contribution vesting schedule as defined under the Martek Plan as of the Martek Date for purposes of Company Retirement Contributions made under the Plan.
|
f.
|
All Company Retirement Contributions to the Plan occurring after the Martek Date are subject to the vesting schedule specified under the Plan, for those former Martek Plan participants with less than three years of service under the terms of the Martek Plan as of the Martek Date.
|
(1)
|
Company Retirement Contributions
. The term “
Company Retirement Contributions
” shall mean the profit sharing contributions made to the Plan in accordance with the provisions of an IAR Addendum.
|
(2)
|
IAR Account
.
The term "
IAR Account
" shall mean the separate account to which the Company Retirement Contributions are allocated and credited in accordance with the provisions of an Addendum.
|
(3)
|
Participating Unit
.
The term "
Participating Unit
" shall mean an employment unit or facility named in an Addendum with respect to which Company Retirement Contributions are made on behalf of a Member.
|
A.
|
NAME OF PARTICIPATING UNIT
:
|
B.
|
COMPANY RETIREMENT CONTRIBUTIONS
:
|
1.
|
Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree
medical coverage
|
2.
|
Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree
medical coverage
|
3.
|
Active Members on October 1, 1989, who had not attained
age 50 on December 31, 1989
|
A.
|
NAME OF PARTICIPATING UNIT
:
|
B.
|
COMPANY RETIREMENT CONTRIBUTIONS
:
|
1.
|
Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree
medical coverage
|
2.
|
Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not select retiree
medical coverage
|
3.
|
Active Members on October 1, 1989, who had not attained
age 50 on December 31, 1989
|
A.
|
NAME OF PARTICIPATING UNIT
:
|
B.
|
COMPANY RETIREMENT CONTRIBUTIONS
:
|
1.
|
Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree
medical coverage
|
2.
|
Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree
medical coverage
|
3.
|
Active Members on October 1, 1989, who had not attained
age 50 on December 31, 1989
|
A.
|
NAME OF PARTICIPATING UNIT
:
|
B.
|
COMPANY RETIREMENT CONTRIBUTIONS
:
|
1.
|
Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who elected retiree
medical coverage
|
2.
|
Active Members on October 1, 1989, who attained at least age 50 on December 31, 1989 and who did not elect retiree
medical coverage
|
3.
|
Active Members on October 1, 1989, who had not attained
age 50 on December 31, 1989
|
ARTICLE I Definitions
|
2
|
|
1.1
|
Plan Definitions
|
2
|
1.2
|
Interpretation
|
6
|
ARTICLE II Service
|
7
|
|
2.1
|
Definitions
|
7
|
2.2
|
Crediting of Hours of Service
|
7
|
2.3
|
Crediting of Continuous Service
|
7
|
2.4
|
Eligibility Service
|
8
|
2.5
|
Vesting Service
|
8
|
ARTICLE III Eligibility
|
9
|
|
3.1
|
Eligibility
|
9
|
3.2
|
Transfers of Employment
|
9
|
3.3
|
Reemployment
|
9
|
3.4
|
Notification Concerning New Eligible Employees
|
9
|
3.5
|
Effect and Duration
|
10
|
ARTICLE IV Tax‑deferred contributions
|
11
|
|
4.1
|
Tax-Deferred Contributions
|
11
|
4.2
|
Amount of Tax‑Deferred Contributions
|
11
|
4.3
|
Changes in Reduction Authorization
|
11
|
4.4
|
Suspension of Tax-Deferred Contributions
|
11
|
4.5
|
Resumption of Tax-Deferred Contributions
|
12
|
4.6
|
Delivery of Tax-Deferred Contributions
|
12
|
4.7
|
Vesting of Tax-Deferred Contributions
|
12
|
4.8
|
Catch-Up Contributions
|
12
|
ARTICLE V After‑tax and rollover contributions
|
13
|
|
5.1
|
After‑Tax Contributions
|
13
|
5.2
|
Amount of After‑Tax Contributions by Payroll Withholding
|
13
|
5.3
|
Changes in Payroll Withholding Authorization
|
13
|
5.4
|
Suspension of After‑Tax Contributions by Payroll Withholding
|
13
|
5.5
|
Resumption of After‑Tax Contributions by Payroll Withholding
|
14
|
5.6
|
Rollover Contributions
|
14
|
5.7
|
Delivery of After-Tax Contributions
|
15
|
5.8
|
Vesting of After-Tax Contributions and Rollover Contributions
|
15
|
5.9
|
Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions
|
15
|
ARTICLE VI Employer contributions
|
16
|
|
6.1
|
No Employer Contributions
|
16
|
ARTICLE VII Limitations on contributions
|
17
|
|
7.1
|
Definitions
|
17
|
7.2
|
Code Section 402(g) Limit
|
19
|
7.3
|
Distribution of Excess Deferrals
|
20
|
7.4
|
Limitation on Tax‑Deferred Contributions of Highly Compensated Employees
|
21
|
7.5
|
Determination and Distribution of Excess Tax‑Deferred Contributions
|
22
|
7.6
|
Limitation on Certain Contributions, Including After‑Tax Contributions of Highly Compensated Employees
|
23
|
7.7
|
Determination and Forfeiture or Distribution of Excess Contributions
|
24
|
7.8
|
Miscellaneous ADP/ACP Testing Provisions
|
25
|
7.9
|
Determination of Income or Loss
|
25
|
7.10
|
Code Section 415 Limitations on Crediting of Contributions and Forfeitures
|
26
|
7.11
|
Coverage Under Other Qualified Defined Contribution Plan
|
26
|
7.12
|
Correction Provision
|
26
|
7.13
|
Scope of Limitations
|
27
|
ARTICLE VIII Trust funds and separate accounts
|
28
|
|
8.1
|
General Fund
|
28
|
8.2
|
Investment Funds
|
28
|
8.3
|
Loan Investment Fund
|
28
|
8.4
|
Income on Trust
|
29
|
8.5
|
Separate Accounts
|
29
|
8.6
|
Sub-Accounts
|
29
|
8.7
|
Voting of Employer Stock and Procedures Regarding Tender Offers
|
29
|
ARTICLE IX Life insurance contracts
|
30
|
|
9.1
|
No Life Insurance Contracts
|
30
|
ARTICLE X Deposit and investment of contributions
|
31
|
|
10.1
|
Future Contribution Investment Elections
|
31
|
10.2
|
Deposit of Contributions
|
31
|
10.3
|
Fund Transfers
|
31
|
10.4
|
Investment of Employer Contributions
|
31
|
10.5
|
Diversification of Employer Stock
|
32
|
ARTICLE XI Crediting and valuing separate accounts
|
33
|
|
11.1
|
Crediting Separate Accounts
|
33
|
11.2
|
Valuing Separate Accounts
|
33
|
11.3
|
Plan Valuation Procedures
|
33
|
11.4
|
Finality of Determinations
|
34
|
11.5
|
Notification
|
34
|
ARTICLE XII loans
|
35
|
|
12
|
Application for Loan
|
35
|
12.2
|
Reduction of Account Upon Distribution
|
35
|
12.3
|
Requirements to Prevent a Taxable Distribution
|
35
|
12.4
|
Administration of Loan Investment Fund
|
36
|
12.5
|
Default
|
36
|
12.6
|
Special Rules Applicable to Loans
|
37
|
12.7
|
Loans Granted Prior to Amendment or Upon Plan Merger
|
37
|
ARTICLE XIII Withdrawals while employed
|
38
|
|
13.1
|
Withdrawals of After-Tax Contributions
|
38
|
13.2
|
Withdrawals of Rollover Contributions
|
38
|
13.3
|
Withdrawals of Tax-Deferred Contributions
|
38
|
13.4
|
Limitations on Withdrawals Other than Hardship Withdrawals
|
38
|
13.5
|
Conditions and Limitations on Hardship Withdrawals
|
38
|
13.6
|
Order of Withdrawal from a Participant's Sub‑Accounts
|
40
|
13.7
|
Restrictions on Withdrawal of Certain Transferred Amounts
|
40
|
13.8
|
HEART Act Reservist Withdrawals
|
40
|
13.9
|
Qualified Reservist Distributions
|
41
|
ARTICLE XIV Termination of employment and settlement date
|
42
|
|
14.1
|
Termination of Employment and Settlement Date
|
42
|
ARTICLE XV distributions
|
43
|
|
15.1
|
Distributions to Participants
|
43
|
15.2
|
Distributions to Beneficiaries
|
43
|
15.3
|
Cash Outs and Participant Consent
|
43
|
15.4
|
Required Commencement of Distribution
|
44
|
15.5
|
Minimum Distribution Requirements
|
44
|
15.6
|
Reemployment of a Participant
|
48
|
15.7
|
Restrictions on Alienation
|
48
|
15.8
|
Facility of Payment
|
49
|
15.9
|
Unclaimed Accounts
|
49
|
15.10
|
Distribution Pursuant to Qualified Domestic Relations Orders
|
50
|
15.11
|
Default to Discontinue 2009 RMDs
|
50
|
ARTICLE XVI Form of payment
|
51
|
|
16.1
|
Form of Payment
|
51
|
16.2
|
Direct Rollover
|
51
|
16.3
|
Notice Regarding Form of Payment
|
52
|
16.4
|
Distribution in the Form of Employer Stock
|
52
|
ARTICLE XVII beneficiaries
|
54
|
|
17.1
|
Designation of Beneficiary
|
54
|
17.2
|
Spousal Consent Requirements
|
54
|
ARTICLE XVIII administration
|
55
|
|
18.1
|
Committee
|
55
|
18.2
|
Fiduciary Responsibility
|
55
|
18.3
|
Committee Power and Rules
|
56
|
18.4
|
Reliance
|
56
|
18.5
|
Indemnification
|
56
|
19
|
Claims Review Procedure
|
57
|
18.7
|
Exhaustion of Remedies and Limitation of Actions
|
58
|
18.8
|
Qualified Domestic Relations Orders
|
58
|
ARTICLE XIX Amendment and termination
|
59
|
|
19.1
|
Amendment
|
59
|
19.2
|
Limitation on Amendment
|
59
|
19.3
|
Termination
|
59
|
19.4
|
Reorganization
|
60
|
19.5
|
Withdrawal of an Employer
|
60
|
ARTICLE XX Adoption by related companies
|
62
|
|
20.1
|
Adoption by Related Companies
|
62
|
20.2
|
Extension of Coverage
|
62
|
20.3
|
Effective Plan Provisions
|
62
|
ARTICLE XXI Miscellaneous provisions
|
63
|
|
21.1
|
No Commitment as to Employment
|
63
|
21.2
|
Benefits
|
63
|
21.3
|
No Guarantees
|
63
|
21.4
|
Expenses
|
63
|
21.5
|
Precedent
|
63
|
21.6
|
Duty to Furnish Information
|
63
|
21.7
|
Withholding
|
64
|
21.8
|
Merger, Consolidation, or Transfer of Plan Assets
|
64
|
21.9
|
Correction of Plan Failures
|
64
|
21.10
|
Condition on Employer Contributions
|
64
|
21.11
|
Return of Contributions to an Employer
|
64
|
21.12
|
Validity of Plan and Forum Selection
|
65
|
21.13
|
Trust Agreement
|
65
|
21.14
|
Parties Bound
|
65
|
21.15
|
Application of Certain Plan Provisions
|
65
|
21.16
|
Leased Employees
|
65
|
21.17
|
Transferred Funds
|
66
|
21.18
|
Certain Provisions Not Applicable to Bargaining Units
|
66
|
21.19
|
Uniformed Services
|
66
|
21.20
|
Transfer from Other Qualified Plans
|
66
|
21.21
|
Transfer to Other Qualified Plans
|
67
|
21.22
|
Issuance of Employer Stock
|
67
|
21.23
|
Application of Windsor Decision
|
67
|
21.24
|
Miscellaneous Investment Proceeds
|
68
|
ARTICLE XXII MERGER OF COOPER INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES
|
69
|
|
22.1
|
Merger of Cooper Individual Account Retirement Plan for Bargaining Unit Employees
|
69
|
22.2
|
Separate Accounts
|
69
|
22.3
|
Continuing Provisions
|
69
|
ARTICLE XXIII MERGER OF SHAPER LIGHTING EMPLOYEE PROFIT SHARING AND 401(k) PLAN & TRUST
|
70
|
|
23
|
Merger of Shaper Lighting Employee Profit Sharing and 401(k) Plan & Trust
|
70
|
23.2
|
Separate Accounts
|
70
|
23.3
|
Continuing Provisions
|
70
|
ARTICLE XXIV EFFECTIVE DATE
|
71
|
|
24.1
|
General
|
71
|
24.2
|
Legal Compliance Effective Date Provisions
|
71
|
1.1
|
Plan Definitions
|
(a)
|
The "determination year" means the Plan Year.
|
(b)
|
The "look back year" means the 12-month period immediately preceding the determination year.
|
(c)
|
An Employee's "compensation" shall mean his compensation as defined in Section 7.10.
|
1.2
|
Interpretation
|
2.1
|
Definitions
|
(a)
|
The "continuous service" of an employee means the service credited to him in accordance with the provisions of Section 2.3 of the Plan.
|
(b)
|
The "employment commencement date" of an employee means the date he first completes an Hour of Service.
|
(c)
|
A "maternity/paternity absence" means a person's absence from employment with an Employer or a Related Company because of the person's pregnancy, the birth of the person's child, the placement of a child with the person in connection with the person's adoption of the child, or the caring for the person's child immediately following the child's birth or adoption. A person's absence from employment will not be considered a maternity/paternity absence unless the person furnishes the Administrator such timely information as may reasonably be required to establish that the absence was for one of the purposes enumerated in this paragraph and to establish the number of days of absence attributable to such purpose.
|
(d)
|
The "reemployment commencement date" of an employee means the first date following a severance date on which he again completes an Hour of Service.
|
(e)
|
The "severance date" of an employee means the earlier of (i) the date on which he retires, dies, or his employment with an Employer and all Related Companies is otherwise terminated, or (ii) the first anniversary of the first date of a period during which he is absent from work with an Employer and all Related Companies for any other reason; provided, however, that if he terminates employment with or is absent from work with an Employer and all Related Companies on account of service with the armed forces of the United States, he shall not incur a severance date if he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and he returns to work with an Employer or a Related Company within the period during which he retains such reemployment rights.
|
2.2
|
Crediting of Hours of Service
|
2.3
|
Crediting of Continuous Service
|
2.4
|
Eligibility Service
|
2.5
|
Vesting Service
|
3.1
|
Eligibility
|
3.2
|
Transfers of Employment
|
3.3
|
Reemployment
|
3.4
|
Notification Concerning New Eligible Employees
|
3.5
|
Effect and Duration
|
4.1
|
Tax-Deferred Contributions
|
4.2
|
Amount of Tax‑Deferred Contributions
|
4.3
|
Changes in Reduction Authorization
|
4.4
|
Suspension of Tax-Deferred Contributions
|
4.5
|
Resumption of Tax-Deferred Contributions
|
4.6
|
Delivery of Tax-Deferred Contributions
|
4.7
|
Vesting of Tax-Deferred Contributions
|
5.1
|
After‑Tax Contributions
|
5.2
|
Amount of After‑Tax Contributions by Payroll Withholding
|
5.3
|
Changes in Payroll Withholding Authorization
|
5.4
|
Suspension of After‑Tax Contributions by Payroll Withholding
|
5.5
|
Resumption of After‑Tax Contributions by Payroll Withholding
|
5.6
|
Rollover Contributions
|
(a)
|
The Plan will accept a direct rollover of an eligible rollover distribution from (a) a qualified plan described in Section 401(a) or Section 403(a) of the Code, (b) an annuity contract described in Section 403(b) of the Code, and (c) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.
|
(b)
|
The Plan will accept a participant contribution of an eligible rollover distribution from (a) a qualified plan described in Section 401(a) or Section 403(a) of the Code, (b) an annuity contract described in Section 403(b) of the Code and (c) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.
|
(c)
|
The Plan will accept a participant rollover contribution of the portion of a distribution from an individual retirement account or annuity described in Section 408(a) or Section 408(b) of the Code that is eligible to be rolled over and would otherwise be includible in gross income.
|
5.7
|
Delivery of After-Tax Contributions
|
5.8
|
Vesting of After-Tax Contributions and Rollover Contributions
|
5.9
|
Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions
|
6.1
|
No Employer Contributions
|
7.1
|
Definitions
|
(a)
|
The "actual deferral percentage" with respect to an Eligible Employee for a particular Plan Year means the ratio of the Tax‑Deferred Contributions made on his behalf for the Plan Year to his test compensation for the Plan Year, except that, to the extent permitted by regulations issued under Section 401(k) of the Code, the Sponsor may elect to take into account in computing the numerator of each Eligible Employee's actual deferral percentage the qualified matching contributions made to the Plan on his behalf for the Plan Year; provided, however, that contributions made on a Participant's behalf for a Plan Year shall be included in determining his actual deferral percentage for such Plan Year only if the contributions are made to the Plan prior to the end of the 12-month period immediately following the Plan Year to which the contributions relate. The determination and treatment of the actual deferral percentage amounts for any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.
|
(b)
|
The "aggregate limit" means the sum of (i) 125 percent of the greater of the average contribution percentage for eligible participants other than Highly Compensated Employees for the Plan Year or the average actual deferral percentage for Eligible Employees other than Highly Compensated Employees for the Plan Year and (ii) the lesser of 200 percent or two plus the lesser of such average contribution percentage or average actual deferral percentage, or, if it would result in a larger aggregate limit, the sum of (iii) 125 percent of the lesser of the average contribution percentage for eligible participants other than Highly Compensated Employees for the Plan Year or the average actual deferral percentage for Eligible Employees other than Highly Compensated Employees for the Plan Year and (iv) the lesser of 200 percent or two plus the greater of such average contribution percentage or average actual deferral percentage.
|
(c)
|
The "annual addition" with respect to a Participant for a limitation year means the sum of the Tax-Deferred Contributions, Employer Contributions, and After-Tax Contributions allocated to his Separate Account for the limitation year (including any excess contributions that are distributed pursuant to this Article), the employer contributions, employee contributions, and forfeitures allocated to his accounts for the limitation year under any other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company concurrently with the Plan, and amounts described in Sections 415(l)(2) and 419A(d)(2) of the Code allocated to his account for the limitation year.
|
(d)
|
The "Code Section 402(g) limit" means the dollar limit imposed by Section 402(g)(1) of the Code or established by the Secretary of the Treasury pursuant to Section 402(g)(5) of
|
(e)
|
The "contribution percentage" with respect to an eligible participant for a particular Plan Year means the ratio of the sum of the matching contributions made to the Plan on his behalf and the After-Tax Contributions made by him for the Plan Year to his test compensation for such Plan Year, except that, to the extent permitted by regulations issued under Section 401(m) of the Code, the Sponsor may elect to take into account in computing the numerator of each eligible participant's contribution percentage the Tax‑Deferred Contributions made to the Plan on his behalf for the Plan Year; provided, however, that any Tax-Deferred Contributions and/or qualified matching contributions that were taken into account in computing the numerator of an eligible participant's actual deferral percentage may not be taken into account in computing the numerator of his contribution percentage; and provided, further, that contributions made by or on a Participant's behalf for a Plan Year shall be included in determining his contribution percentage for such Plan Year only if the contributions are made to the Plan prior to the end of the 12-month period immediately following the Plan Year to which the contributions relate. The determination and treatment of the contribution percentage amounts for any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.
|
(f)
|
An "elective contribution" means any employer contribution made to a plan maintained by an Employer or any Related Company on behalf of a Participant in lieu of cash compensation pursuant to his written election to defer under any qualified CODA as described in Section 401(k) of the Code, any simplified employee pension cash or deferred arrangement as described in Section 402(h)(1)(B) of the Code, any eligible deferred compensation plan under Section 457 of the Code, or any plan as described in Section 501(c)(18) of the Code, and any contribution made on behalf of the Participant by an Employer or a Related Company for the purchase of an annuity contract under Section 403(b) of the Code pursuant to a salary reduction agreement.
|
(g)
|
An "eligible participant" means any Employee who is eligible to make After-Tax Contributions or to have Tax-Deferred Contributions made on his behalf (if Tax-Deferred Contributions are taken into account in computing contribution percentages) or to participate in the allocation of matching contributions (including qualified matching contributions).
|
(h)
|
An "excess deferral" with respect to a Participant means that portion of a Participant's Tax‑Deferred Contributions that when added to amounts deferred under other plans or arrangements described in Sections 401(k), 408(k), or 403(b) of the Code, would exceed the Code Section 402(g) limit and is includable in the Participant's gross income under Section 402(g) of the Code.
|
(i)
|
A "limitation year" means the Plan Year.
|
(j)
|
A "matching contribution" means any employer contribution allocated to an Eligible Employee's account under the Plan or any other plan of an Employer or a Related Company solely on account of elective contributions made on his behalf or employee contributions made by him.
|
(k)
|
A "qualified matching contribution" means any matching contribution that is a qualified matching contribution as defined in regulations issued under Section 401(k) of the Code, is nonforfeitable when made, and is distributable only as permitted in regulations issued under Section 401(k) of the Code. In no event shall the portion of any matching contribution designated as a qualified matching contribution hereunder exceed the Eligible Employee's "QMAC limit" for the Plan Year. The "QMAC limit" applicable to an Eligible Employee means the greatest of (1) 5% of the Eligible Employee's Compensation, (2) the Eligible Employee's Tax-Deferred Contributions for the Plan Year, or (3) 2 times the "representative match rate" multiplied by the Eligible Employee's Tax-Deferred Contributions for the Plan Year. The "representative match rate" means the lowest "match rate" for any Eligible Employee who is not a Highly Compensated Employee for the Plan Year and who is in either (1) a determination group consisting of 1/2 of all Eligible Employees during the Plan Year who are not Highly Compensated Employees for the Plan Year or (2) the group consisting of all Eligible Employees who are employed by an Employer or a Related Company on the last day of the Plan and who are not Highly Compensated Employees for the Plan Year, whichever would provide the greater representative rate. A "match rate" means the Matching Contributions made on behalf of an Eligible Employee for the Plan Year divided by the Eligible Employee's Tax-Deferred Contributions for the Plan Year; provided, however, that if Matching Contributions are made at different rates for different levels of Compensation, the "match rate" shall be determined assuming Tax-Deferred Contributions equal to 6% of Compensation.
|
(l)
|
The "test compensation" of an Eligible Employee for a Plan Year means compensation as defined in Section 414(s) of the Code and regulations issued thereunder, limited, however, to $200,000 (subject to adjustment annually as provided in Section 401(a)(17)(B) and Section 415(d) of the Code; provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year). If the test compensation of a Participant is determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered under the Plan for less than one full Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months.
|
7.2
|
Code Section 402(g) Limit
|
7.3
|
Distribution of Excess Deferrals
|
7.4
|
Limitation on Tax‑Deferred Contributions of Highly Compensated Employees
|
(d)
|
a percentage that is equal to 125 percent of the average actual deferral percentage for all other Eligible Employees for the Plan Year; or
|
(e)
|
a percentage that is not more than 200 percent of the average actual deferral percentage for all other Eligible Employees and that is not more than two percentage points higher than the average actual deferral percentage for all other Eligible Employees for the Plan Year.
|
7.5
|
Determination and Distribution of Excess Tax‑Deferred Contributions
|
7.6
|
Limitation on Certain Contributions, Including After‑Tax Contributions of Highly Compensated Employees
|
(a)
|
a percentage that is equal to 125 percent of the average contribution percentage for all other eligible participants for the Plan Year; or
|
(b)
|
a percentage that is not more than 200 percent of the average contribution percentage for all other eligible participants and that is not more than two percentage points higher than the average contribution percentage for all other eligible participants for the Plan Year.
|
7.7
|
Determination and Forfeiture or Distribution of Excess Contributions
|
7.8
|
Miscellaneous ADP/ACP Testing Provisions
|
(a)
|
by comparing the average actual deferral percentage of all Eligible Employees who are Highly Compensated Employees for the Plan Year to the average actual deferral percentage for the Plan Year of those Eligible Employees who are not Highly Compensated Employees and who have satisfied the minimum age and service requirements under Code Section 410(a)(1); or
|
(b)
|
separately with respect to Eligible Employees who have not satisfied the minimum age and service requirements under Code Section 410(a)(1) and Eligible Employees who have satisfied such minimum age and service requirements.
|
(a)
|
by comparing the average contribution percentage of all eligible participants who are Highly Compensated Employees for the Plan Year to the average contribution percentage for the Plan Year of those eligible participants who are not Highly Compensated Employees and who have satisfied the minimum age and service requirements under Code Section 410(a)(1); or
|
(b)
|
separately with respect to eligible participants who have not satisfied the minimum age and service requirements under Code Section 410(a)(1) and eligible participants who have satisfied such minimum age and service requirements.
|
7.9
|
Determination of Income or Loss
|
7.10
|
Code Section 415 Limitations on Crediting of Contributions and Forfeitures
|
7.11
|
Coverage Under Other Qualified Defined Contribution Plan
|
7.12
|
Correction Provision
|
7.13
|
Scope of Limitations
|
8.1
|
General Fund
|
8.2
|
Investment Funds
|
8.3
|
Loan Investment Fund
|
8.4
|
Income on Trust
|
8.5
|
Separate Accounts
|
8.6
|
Sub-Accounts
|
8.7
|
Voting of Employer Stock and Procedures Regarding Tender Offers
|
9.1
|
No Life Insurance Contracts
|
10.1
|
Future Contribution Investment Elections
|
10.2
|
Deposit of Contributions
|
10.3
|
Fund Transfers
|
10.4
|
Investment of Employer Contributions
|
10.5
|
Diversification of Employer Stock
|
11.1
|
Crediting Separate Accounts
|
11.2
|
Valuing Separate Accounts
|
11.3
|
Plan Valuation Procedures
|
(a)
|
First, the value of the Trust Fund shall be determined by valuing all of the assets of the Trust Fund at fair market value.
|
(b)
|
Next, the net increase or decrease in the value of the Trust Fund attributable to net income and all profits and losses, realized and unrealized, during the valuation period shall be determined on the basis of the valuation under paragraph (a) taking into account appropriate adjustments for contributions, loan payments, and transfers to and distributions, withdrawals, loans, and transfers from such Trust Fund during the valuation period.
|
(c)
|
Finally, the net increase or decrease in the value of the Trust Fund shall be allocated among Separate Accounts in the Trust Fund in the ratio of the balance of the portion of such Separate Account in the Trust Fund as of the preceding Valuation Date less any distributions, withdrawals, loans, and transfers from such Separate Account balance in the Trust Fund since the Valuation Date to the aggregate balances of the portions of all Separate Accounts in the Trust Fund similarly adjusted, and each Separate Account in the Trust Fund shall be credited or charged with the amount of its allocated share. Notwithstanding the foregoing, the Administrator may adopt such accounting procedures as it considers appropriate and equitable to establish a proportionate crediting of net increase or decrease in the value of the Trust Fund for contributions, loan payments, and
|
11.4
|
Finality of Determinations
|
11.5
|
Notification
|
12.1
|
Application for Loan
|
12.2
|
Reduction of Account Upon Distribution
|
12.3
|
Requirements to Prevent a Taxable Distribution
|
(d)
|
The interest rate on any loan to a Participant shall be a reasonable interest rate commensurate with current interest rates charged for loans made under similar circumstances by persons in the business of lending money.
|
(e)
|
The amount of any loan to a Participant (when added to the outstanding balance of all other loans to the Participant from the Plan or any other plan maintained by an Employer or a Related Company) shall not exceed the lesser of:
|
(i)
|
$50,000, reduced by the excess, if any, of the highest outstanding balance of any other loan to the Participant from the Plan or any other plan maintained by an Employer or a Related Company during the preceding 12-month period over the outstanding balance of such loans on the date a loan is made hereunder; or
|
(ii)
|
50 percent of the vested portions of the Participant's Separate Account and his vested interest under all other plans maintained by an Employer or a Related Company.
|
(f)
|
The term of any loan to a Participant shall be no greater than five years, except in the case of a loan used to acquire any dwelling unit which within a reasonable period of time is to be used (determined at the time the loan is made) as a principal residence of the Participant.
|
(g)
|
Except as otherwise permitted under Treasury Regulation, substantially level amortization shall be required over the term of the loan with payments made not less frequently than quarterly.
|
12.4
|
Administration of Loan Investment Fund
|
12.5
|
Default
|
12.6
|
Special Rules Applicable to Loans
|
(a)
|
Minimum Loan Amount: A Participant may not request a loan for less than $1,000.
|
(b)
|
Maximum Number of Outstanding Loans: A Participant may have no more than two loans outstanding, including no more than one real estate loan described in Section 12.6(c). A Participant with two outstanding loans may not apply for another loan until an existing loan is paid in full and may not refinance an existing loan or obtain an additional loan for the purpose of paying off an existing loan.
|
(c)
|
Maximum Period for Real Estate Loans: The term of any loan to a Participant that is used to acquire any dwelling unit which within a reasonable period of time is to be used (determined at the time the loan is made) as a principal residence of the Participant shall be no greater than ten years.
|
(d)
|
Pre-Payment Without Penalty: A Participant may pre-pay all or any part of the balance of any loan hereunder prior to the date it is due without penalty.
|
(e)
|
Effect of Termination of Employment: Upon a Participant's termination of employment, a Participant may continue to make monthly loan payments, and the balance of any outstanding loan hereunder shall not become due and owing merely by reason of his termination of employment.
|
(f)
|
Repayment by Spousal Beneficiary: If a Participant dies with an outstanding loan and with his surviving spouse as Beneficiary, the Beneficiary may repay the entire loan balance or may make payments with coupons in accordance with procedures established by the Committee.
|
12.7
|
Loans Granted Prior to Amendment or Upon Plan Merger
|
13.1
|
Withdrawals of After-Tax Contributions
|
13.2
|
Withdrawals of Rollover Contributions
|
13.3
|
Withdrawals of Tax-Deferred Contributions
|
13.4
|
Limitations on Withdrawals Other than Hardship Withdrawals
|
13.5
|
Conditions and Limitations on Hardship Withdrawals
|
(g)
|
expenses previously incurred by or necessary for the Participant, the Participant's spouse, or any dependent of the Participant (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof) to obtain medical care deductible under Code Section 213(d), determined without regard to whether the expenses exceed any applicable income limit;
|
(h)
|
costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;
|
(i)
|
payment of tuition, related educational fees, and room and board expenses for the next 12 months of post secondary education for the Participant, or the Participant's spouse, child, or other dependent (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof;
|
(j)
|
payments necessary to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage on the Participant's principal residence;
|
(k)
|
payment of funeral or burial expenses for the Participant's deceased parent, spouse, child, or dependent (as defined in Code Section 152, without regard to subsection (d)(1)(B) thereof); or
|
(l)
|
beginning January 1, 2007, expenses for the repair of damage to the Participant's principal residence that would qualify for a casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds any applicable income limit).
|
13.6
|
Order of Withdrawal from a Participant's Sub‑Accounts
|
13.7
|
Restrictions on Withdrawal of Certain Transferred Amounts
|
13.8
|
HEART Act Reservist Withdrawals
|
13.9
|
Qualified Reservist Distributions
|
14.1
|
Termination of Employment and Settlement Date
|
15.1
|
Distributions to Participants
|
15.2
|
Distributions to Beneficiaries
|
15.3
|
Cash Outs and Participant Consent
|
15.4
|
Required Commencement of Distribution
|
(a)
|
Unless a Participant elects a later date (with the failure of the Participant to file an application for distribution being treated as an election to postpone distribution), 60 days after the close of the Plan Year in which (i) the Participant's Normal Retirement Date occurs, (ii) the 10th anniversary of the year in which he commenced participation in the Plan occurs, or (iii) his Settlement Date occurs, whichever is latest; or
|
(b)
|
the April 1 following the close of the calendar year in which he attains age 70 1/2, whether or not his Settlement Date has occurred, except that if a Participant is not a five‑percent owner (as defined in Section 416 of the Code) at any time during the five‑Plan‑Year period ending within the calendar year in which he attained age 70 1/2, distribution of such Participant's vested interest in his Separate Account shall, at the election of such Participant, commence no later than the April 1 following the close of the calendar year in which he attains age 70 ½ or retires, whichever is later (referred to herein as the Participant's "Required Beginning Date").
|
15.5
|
Minimum Distribution Requirements
|
(a)
|
General Rules.
|
(1)
|
Precedence. The requirements of this Section will take precedence over any inconsistent provisions of the Plan.
|
(2)
|
Requirements of Treasury Regulation Incorporated. All distributions required under this Section will be determined and made in accordance with the Treasury Regulation under Section 401(a)(9) of the Code.
|
(3)
|
TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.
|
(b)
|
Time and Manner of Distribution.
|
(1)
|
Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.
|
(2)
|
Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:
|
(A)
|
If the Participant 's surviving spouse is the Participant’s sole designated beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.
|
(B)
|
If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, then distributions to the designated beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.
|
(C)
|
If there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant 's death.
|
(D)
|
If the Participant’s surviving spouse is the Participant’s sole designated beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 15.5(b)(2), other than Section 15.5(b)(2)(A), will apply as if the surviving spouse were the Participant.
|
(3)
|
Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with Sections 15.5(c) and 15.5(d). If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements Section 401(a)(9) of the Code and the Treasury Regulation.
|
(c)
|
Required Minimum Distribution During a Participant's Lifetime.
|
(1)
|
Amount of Required Minimum Distribution for Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:
|
(A)
|
the quotient obtained by dividing the Participant's account balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or
|
(B)
|
if the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.
|
(2)
|
Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 15.5(c) beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.
|
(d)
|
Required Minimum Distribution After Participant's Death.
|
(1)
|
Death On or After Date Distributions Begin.
|
(A)
|
Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by
|
(i)
|
The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent calendar year following death.
|
(ii)
|
If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year following death.
|
(iii)
|
If the Participant’s surviving spouse is not the Participant’s sole designated beneficiary, the designated beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent calendar year following death.
|
(B)
|
No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant 's account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent calendar year following death.
|
(A)
|
Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant's account balance by the remaining life expectancy of the Participant’s designated beneficiary, determined as provided in Section 15.5(d)(1).
|
(B)
|
No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September
|
(C)
|
Death of Surviving Spouse Before Distributions to Surviving Spouse are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 15.5(b)(2)(A), this Section 15.5(d)(2) will apply as if the surviving spouse were the Participant.
|
(e)
|
Definitions.
|
(1)
|
Designated beneficiary. The individual who is designated as the Beneficiary under Section1.1 and is the designated beneficiary under Section 401(a)(9) of the Code and Treasury Regulation Section 1.401(a)(9)-4.
|
(2)
|
Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 15.5(b)(2). The required minimum distribution for the Participant's first distribution calendar year will be made on or before the Participant's Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.
|
(3)
|
Life expectancy. Life expectancy as computed by use of the Single Life Table in Treasury Regulation Section 1.401(a)(9)-9.
|
(4)
|
Participant’s account balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.
|
(5)
|
Required Beginning Date. The date specified in Section 15.4(b).
|
15.6
|
Reemployment of a Participant
|
15.7
|
Restrictions on Alienation
|
15.8
|
Facility of Payment
|
15.9
|
Unclaimed Accounts
|
(a)
|
Each Participant and/or each Beneficiary must file with the Committee from time to time in writing his address to which United States mail to him is to be sent and each change of such address. Any communication, statement or notice addressed to a Participant or Beneficiary at such last address filed with the Committee or if no address is filed with the Committee then at the last such address as shown on the Sponsor’s records will be binding on the Participant or Beneficiary for all purposes of the Plan. Neither the Plan nor any person acting on behalf of the Plan (including the Committee and the Trustee) shall be required to search for or locate a Participant or Beneficiary.
|
(b)
|
Any other provision of the Plan to the contrary notwithstanding: an “Unclaimed Account” (as herein below defined) of a Participant or Beneficiary shall be forfeited and shall be used to reduce future Employer Contributions as though the Participant or
|
15.10
|
Distribution Pursuant to Qualified Domestic Relations Orders
|
15.11
|
Default to Discontinue 2009 RMDs
|
16.1
|
Form of Payment
|
16.2
|
Direct Rollover
|
(m)
|
An "eligible retirement plan" means any of the following: (i) an individual retirement account described in Section 408(a) of the Code, (ii) an individual retirement annuity described in Section 408(b) of the Code , (iii) an annuity plan described in Section 403(a) of the Code that accepts rollovers, (iv) a qualified trust described in Section 401(a) of the Code that accepts rollovers, (v) an annuity contract described in Section 403(b) of the Code that accepts rollovers, (vi) an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from the Plan, or (vii) effective for distributions made on or after January 1, 2008, a Roth IRA, as described in Section 408A of the Code, provided, that for distributions made prior to January 1, 2010, such rollover shall be subject to the limitations contained in Section 408A(c)(3)(B) of the Code. Notwithstanding the foregoing, the portion of a Participant's "eligible rollover distribution" that consists of his After-Tax Contributions may only be transferred to an individual retirement account or annuity described in Section 408(a) or (b) of the Code or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to
|
(n)
|
An "eligible rollover distribution" means any distribution of all or any portion of the balance of a Participant's Separate Account; provided, however, that an eligible rollover distribution does not include the following:
|
(1)
|
any distribution to the extent such distribution is required under Section 401(a)(9) of the Code,
|
(2)
|
any distribution that is one of a series of substantially equal periodic payment made not less frequently than annually for the life or life expectancy of the "qualified distributee" or the joint lives or life expectancies of the "qualified distributee" and the "qualified distributee's" designated beneficiary, or for a specified period of ten years or more, or
|
(o)
|
A "qualified distributee" means a Participant, his surviving spouse, his spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, or, for periods on and after January 1, 2010, a deceased Participant's nonspouse beneficiary who is his designated beneficiary within the meaning of Section 401(a)(9)(E) of the Code.
|
16.3
|
Notice Regarding Form of Payment
|
16.4
|
Distribution in the Form of Employer Stock
|
17.1
|
Designation of Beneficiary
|
17.2
|
Spousal Consent Requirements
|
18.1
|
Committee
|
18.2
|
Fiduciary Responsibility
|
(f)
|
The Committee shall be the "Named Fiduciary," as that term is defined in Section 402(a)(2) of ERISA, for the general administration of the Plan. The Committee shall have no responsibility for or control over the investment of the Plan assets held in the funds established hereunder.
|
(g)
|
The Investment Committee shall be appointed and may be removed by the Board, and shall be the "Named Fiduciary," as that term is defined in Section 402(a)(2) of ERISA, with respect to the control or management of the assets of the Plan, and with respect to the selection, retention or replacement of the Trustee, and any Investment Manager. The Investment Committee shall have the exclusive authority and responsibility:
|
(i)
|
to appoint and remove Investment Managers with respect to the Plan, and the Trustee or any successor Trustee under the Trust Agreement; and
|
(ii)
|
to direct the segregation of all or a portion of the assets of any Investment Fund into an Investment Manager account or accounts at any time and from time to time, and to add to or withdraw assets from such Investment Manager account or accounts as it deems desirable or appropriate.
|
(h)
|
The Committee, the Investment Committee and any other persons who jointly or severally have authority to control and manage the operation and administration of the Plan may allocate to and among any one or more of them their respective fiduciary responsibilities, other than the power to appoint an Investment Manager, to manage or control Trust assets under the Plan, and may designate others to carry out fiduciary responsibilities, other than such "trustee responsibilities," under the Plan. Such allocation and designation, respectively, shall be effected by written instruments, copies of which shall be delivered to the Sponsor, such committee of the Board, such committee of officers, or such officers of the Sponsor as shall be designated by the Board. Such persons, and fiduciaries designated by such persons as above provided, may employ others to render advice to them relative to their respective responsibilities under the Plan.
|
18.3
|
Committee Power and Rules
|
18.4
|
Reliance
|
18.5
|
Indemnification
|
18.6
|
Claims Review Procedure
|
(c)
|
the date on which the Claimant's request was filed with the Committee; provided, however, that the date on which the Claimant's request for review was in fact filed with the Committee shall control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this paragraph;
|
(d)
|
the specific portions of the denial of his claim which the Claimant requests the Committee to review;
|
(e)
|
a statement by the Claimant setting forth the basis upon which he believes the Committee should reverse the previous denial of his claim for benefits and accept his claim as made; and
|
(f)
|
any written material (offered as exhibits) which the Claimant desires the Committee to examine in its consideration of his position as stated pursuant to paragraph (c) of this Section.
|
18.7
|
Exhaustion of Remedies and Limitation of Actions
|
18.8
|
Qualified Domestic Relations Orders
|
19.1
|
Amendment
|
19.2
|
Limitation on Amendment
|
19.3
|
Termination
|
(a)
|
As of the termination date, each Investment Fund shall be valued and all Separate Accounts and Sub‑Accounts shall be adjusted in the manner provided in Article XI, with any unallocated contributions or forfeitures being allocated as of the termination date in the manner otherwise provided in the Plan. In determining the net worth of the Trust, there shall be included as a liability such amounts as shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the property of the Trust, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income.
|
(b)
|
All Separate Accounts shall then be disposed of to or for the benefit of each Participant or Beneficiary in accordance with the provisions of Article XV as if the termination date were his Settlement Date; provided, however, that notwithstanding the provisions of Article XV, if the Plan does not offer an annuity option and if neither his Employer nor a Related Company establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Section 4975(e)(7) of the Code), the Participant's written consent to the commencement of distribution shall not be required regardless of the value of the vested portions of his Separate Account.
|
(c)
|
Notwithstanding the provisions of paragraph (b) of this Section, no distribution shall be made to a Participant of any portion of the balance of his Tax‑Deferred Contributions
|
19.4
|
Reorganization
|
19.5
|
Withdrawal of an Employer
|
20.1
|
Adoption by Related Companies
|
20.2
|
Extension of Coverage
|
20.3
|
Effective Plan Provisions
|
21.1
|
No Commitment as to Employment
|
21.2
|
Benefits
|
21.3
|
No Guarantees
|
21.4
|
Expenses
|
21.5
|
Precedent
|
21.6
|
Duty to Furnish Information
|
21.7
|
Withholding
|
21.8
|
Merger, Consolidation, or Transfer of Plan Assets
|
21.9
|
Correction of Plan Failures
|
21.10
|
Condition on Employer Contributions
|
21.11
|
Return of Contributions to an Employer
|
(a)
|
is made under a mistake of fact, or
|
(b)
|
is disallowed as a deduction under Section 404 of the Code,
|
21.12
|
Validity of Plan and Forum Selection
|
21.13
|
Trust Agreement
|
21.14
|
Parties Bound
|
21.15
|
Application of Certain Plan Provisions
|
21.16
|
Leased Employees
|
21.17
|
Transferred Funds
|
21.18
|
Certain Provisions Not Applicable to Bargaining Units
|
21.19
|
Uniformed Services
|
21.20
|
Transfer from Other Qualified Plans
|
21.21
|
Transfer to Other Qualified Plans
|
21.22
|
Issuance of Employer Stock
|
21.23
|
Application of Windsor Decision
|
(a)
|
the term "spouse" includes an individual married to a person of the same sex if the individuals are lawfully married under state law, and the term "marriage" includes such a marriage between individuals of the same sex;
|
(b)
|
there shall be recognized a marriage of same-sex individuals that was validly entered into in a state whose laws authorize the marriage of two individuals of the same sex even if the married couple is domiciled in a state that does not recognize the validity of same-sex marriages; and
|
(c)
|
the terms "spouse," "husband and wife," "husband," and "wife" do not include individuals (whether of the opposite sex or the same sex) who have entered into a registered domestic partnership, civil union, or other similar formal relationship recognized under state law that is not denominated as a marriage under the laws of that state, and the term "marriage" does not include such formal relationships.
|
21.24
|
Miscellaneous Investment Proceeds
|
22.1
|
Merger of Cooper Individual Account Retirement Plan for Bargaining Unit Employees
|
22.2
|
Separate Accounts
|
22.3
|
Continuing Provisions
|
23.1
|
Merger of Shaper Lighting Employee Profit Sharing and 401(k) Plan & Trust
|
23.2
|
Separate Accounts
|
23.3
|
Continuing Provisions
|
24.1
|
General
|
24.2
|
Legal Compliance Effective Date Provisions
|
|
EATON CORPORATION
|
|
By:
Title: |
Description of Covered Group
|
Date Plan
Coverage Effective
|
Plan Effective Date
Prior to Plan Merger
|
Employees covered by a collective
bargaining agreement with:
|
|
|
|
|
|
UAW Local 164, Auburn, IN
|
October 1, 1997
|
N/A
|
IAM and Aerospace Workers,
Local 77, Eden Prairie, MN
|
July 1, 1998
|
January 1, 1990
|
Beaver Salaried Employees
Association (BSEA), Beaver, PA
|
September 1, 1998
|
February 1, 1994
|
IBEW, AFL-CIO, Local 201, Beaver, PA
|
September 1, 1998
|
February 1, 1994
|
IBEW, AFL-CIO, Local 1833,
Horseheads, NY
|
September 1, 1998
|
February 1, 1994
|
IAMAW Local 1165, Lincoln, IL
|
May 1, 1999
|
January 1, 1994
|
IAM Local 70, Hutchinson, KS
|
July 1, 2000
|
July 3, 1988
|
UPIU Local 7967, Cleveland, OH
|
July 1, 2000
|
January 1, 1995
|
UAW Local 475, Jackson, MI
|
January 1, 2001
|
N/A
|
IUE Local 792, Jackson, MS
|
January 1, 2002
|
N/A
|
UAW Local 1404, Columbia City, IN
|
July 1, 2003
|
N/A
|
Centurion/John Crane/EKK Eagle American Shop Union, Warwick, RI
|
January 1, 2006
|
N/A
|
UAW Local 2262, Euclid OH
|
July 1, 2007
|
November 1, 2002
|
IBEW Local 2131,
Richmond, California |
January 1, 2014
|
May 5, 1966
|
Description of
Covered Group
Employees covered by a collective bargaining agreement with:
|
Date Plan
Coverage Effective
|
Plan Effective Date
Prior to Plan Merger
|
Coverage
End Date
|
•
IAM Local 78, Milwaukee, WI
|
July 1, 1996
|
N/A
|
__________, 1980
|
•
IAM Local 1061, Milwaukee, WI
|
July 1, 1996
|
N/A
|
March 15, 2003
|
•
USWA Local 7509, Shelbyville, TN
|
September 1, 1996
|
N/A
|
__________, 2003
|
•
UAW Local 220, Marshall, MI
|
January 1, 1997
|
N/A
|
July 30, 2006
|
•
Metal Processors Union IUAP & NW AFL-CIO, Local 16, Rochelle, IL
|
January 1, 1997
|
N/A
|
__________, 2006
|
•
UPIU Local 7334, Massillon, OH
|
March 1, 1999
|
[N/A]
|
[DATE]
|
•
UAW Local 1609, Winimac, IN
|
December 1, 1999
|
January 1, 1995
|
__________, 1998
|
•
IAMAW Local 725, Los Angeles, CA
|
January 1, 2000
|
N/A
|
[DATE]
|
•
UAW Local 1966, Jackson, MI
|
January 1, 2002
|
N/A
|
November 8, 2007
|
•
IAMAW Local 2528, Hohenwald, TN
|
May 1, 2003
|
N/A
|
July 29, 2005
|
•
PACE – Local 7433, Saginaw, MI
|
June 1, 2003
|
January 1, 1990
|
December 17, 2007
|
•
United Employees Union, Elizabeth, NJ
|
September 3, 2005
|
N/A
|
__________, 2006
|
•
IAM Local 97, Portage, MI
|
September 1, 2006
|
N/A
|
October 21, 2008
|
1.
|
Article VI is replaced by Article VIA, as follows:
|
6A.1
|
Applicability
|
6A.2
|
Matching Contributions
|
6A.3
|
Payment of Employer Contributions
|
6A.4
|
Vesting of Employer Contributions
|
6A.5
|
Election of Former Vesting Schedule
|
2.
|
The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6A.1 for whom matching contributions are made:
|
3.
|
The following provision is added to Article XVI:
|
(a)
|
He may elect to receive monthly or annual installments, the amount of which is determined by the Retired Participant at retirement. Monthly installments shall begin as soon as practicable following his written direction to the Administrator. For annual installments, the first installment will be paid as soon as practicable following the close of the Plan Year in which the Participant retires and each subsequent installment will be paid as close as practicable to the annual anniversary of the first payment. Each installment shall be paid in cash on a pro rata basis from each Investment Fund in which he has an interest. Payments shall be made until the Retired Participant's Separate Account is depleted. Payments under this option must be at least equal to the amount required under Section 401(a)(9) of the Code and regulations issued thereunder.
|
(b)
|
He may elect to defer receipt of his Separate Account until such time as he instructs the Administrator that he wishes to receive his Separate Account in whole or in part. In no event, however, may the Retired Participant defer receipt of his first payment beyond the April 1 following the calendar year in which he attains age 70-1/2, and such first payment and all subsequent payments must be at least equal to the amounts required under Section 401(a)(9) of the Code and regulations issued thereunder.
|
(c)
|
If the total value of the Participant's Separate Account exceeds $5,000, the designated Beneficiary is his spouse, and the Participant's death occurred prior to the date the Participant reached age 50, the spouse may elect a total distribution to be made as soon as practicable after the Participant's death or may elect to leave the Participant's Separate Account in the Plan. If the spouse elects to leave the Participant's Separate Account in the Plan, the spouse shall be treated as a terminated Participant. Amounts which remain in the Plan must be withdrawn (in one lump sum only) not later than by the Participant's Normal Retirement Date; no partial distributions shall be permitted.
|
(d)
|
If the total value of the Participant's Separate Account exceeds $5,000, the designated Beneficiary is his spouse, and the Participant's death occurred on or after the date the Participant reached age 50, the spouse may elect a total distribution to be made as soon as practicable after the Participant's death or may elect to leave the Participant's Separate Account in the Plan. If the spouse elects to leave the Participant's Separate Account in the Plan, he shall be treated as a Retired Participant and the investment and payout
|
(e)
|
If the total value of the Participant's Separate Account exceeds $5,000 and the designated Beneficiary is the spouse, the spouse shall be treated as a Retired Participant and the investment and payout options which are available to a Retired Participant shall be available to the spouse.
|
Re:
|
Separate Plan Provisions Relating to:
|
1.
|
Article VI is replaced by Article VIB, as follows:
|
6B.1
|
Applicability
|
6B.2
|
Matching Contributions
|
6B.3
|
Vesting of Employer Contributions
|
6B.4
|
Profit Sharing Contributions
|
2.
|
The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6B.1 for whom matching contributions were made:
|
13B.8
|
Withdrawal Provisions Relating to Matching Contributions
|
21C.23
|
Transfer from the Eaton Corporation Engine Components Division
|
Date of Birth
|
Percentage of Compensation Contribution
|
Before January 1, 1946
|
7%
|
From January 1, 1946 through December 31, 1950
|
6%
|
From January 1, 1951 through December 31, 1955
|
5%
|
On or after January 1, 1956
|
4%
|
(a)
|
A Participant shall be 100 percent vested in, and have a nonforfeitable right to, the matching contributions credited to his Employer Contributions Sub-Account (Matching) during a given Plan Year
|
(b)
|
A Participant shall be 100 percent vested in, and have a nonforfeitable right to, the employer retirement contributions credited to his Employer Contributions Sub‑Account (Retirement) for a Plan Year after he has been credited with five years of Vesting Service. Notwithstanding the foregoing, a Participant shall be 100 percent vested in, and have a nonforfeitable right to, his Employer Contributions Sub-Account (Retirement), if he ceases to be employed by the Employers on or after his 65th birthday. Moreover, the Employer Contributions Sub-Account of each Participant who terminated employment in connection with the closing of the Elizabeth, New Jersey location in 2006 shall be fully vested.
|
(c)
|
In determining the Vesting Service of an Eligible Employee who was employed by Hayward Industries on September 2, 2005, service earned by such Eligible Employee under the Hayward Industries, Inc. Pension Plan shall be included as Vesting Service under the Plan.
|
2.
|
A new paragraph 12D.6(f) is added to Section 12.6 to provide as follows:
|
(f)
|
Amounts Not Available: The amount a Participant may borrow shall be determined after excluding any amount which has been allocated to his Employer Contributions Sub-Accounts for a period of less than 24 months ending on the date of his loan request.
|
3.
|
The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6D.1 for whom matching contributions or employer retirement contributions are made:
|
4.
|
The following provisions are added to Article XIV and are applicable to Participants described in Section 6D.1 for whom employer retirement contributions are made:
|
(a)
|
If the Participant has no vested interest in his Separate Account upon the occurrence of his Settlement Date or his vested interest in his Separate Account as
|
(b)
|
If the Participant's vested interest in his Separate Account exceeds $5,000 and the Participant is eligible for and consents in writing to a single sum payment of his vested interest in his Separate Account, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account (Retirement) shall be forfeited and his Separate Account closed as of the last day of the Plan Year in which the single sum payment occurs, provided that such distribution is made because of the Participant's Settlement Date. A distribution is deemed to be made because of a Participant's Settlement Date if it occurs prior to the end of the second Plan Year beginning on or after the Participant's Settlement Date.
|
(c)
|
If neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account (Retirement) shall continue to be held in such Sub-Account and shall not be forfeited until the Participant has been absent from employment with the Employer for five years.
|
(a)
|
he returns to employment with an Employer or a Related Company before he incurs a five year break in service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Separate Account;
|
(b)
|
he resumes employment covered under the Plan before the earlier of (i) the end of the five-year period beginning on the date he is reemployed or (ii) the date he incurs a five year break in service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Separate Account; and
|
(c)
|
if he received actual distribution of his vested interest in his Separate Account, he repays to the Plan the full amount of such distribution before the earlier of (i) the end of the five year period beginning on the date he is reemployed or (ii) the date he incurs a five year break in service commencing after the date he received distribution of his vested interest in his Separate Account.
|
2.
|
The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6E.1 for whom matching contributions are made:
|
1.
|
Article VI is replaced by Article VIF, as follows:
|
1.
|
Section 3.1 is replaced by Section 3G.1, as follows:
|
2.
|
Section 4.2 is replaced by Section 4G.2, as follows:
|
3.
|
Section 5.2 is replaced by Section 5G.2, as follows:
|
5G.9
|
Overall Limitation on Tax-Deferred Contributions and After-Tax Contributions
|
6H.1
|
Applicability
|
6H.4
|
Vesting of Employer Contributions
|
6H.6
|
Forfeitures to Reduce Employer Contributions
|
2.
|
The following provision is added to Article XIII and is applicable with respect to Participants described in Section 6H.1 for whom matching contributions are made:
|
3.
|
The following provisions are added to Article XIV and are applicable to Participants described in Section 6H.1 for whom employer retirement contributions are made:
|
(a)
|
If the Participant has no vested interest in his Separate Account upon the occurrence of his Settlement Date or his vested interest in his Separate Account as of the date of distribution does not exceed $5,000 resulting in the distribution or deemed distribution to the Participant of his entire vested interest in his Separate Account, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account shall be forfeited and his Separate Account closed as of the last day of the Plan Year (i) in which the Participant's Settlement Date occurs, if the Participant has no vested interest in his Separate Account and is therefore deemed to have received distribution on that date, or (ii) in which actual distribution is made to the Participant.
|
(b)
|
If the Participant's vested interest in his Separate Account exceeds $5,000 and the Participant is eligible for and consents in writing to a single sum payment of his vested interest in his Separate Account, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account shall be forfeited and his Separate Account closed as of the last day of the Plan Year in which the single sum payment occurs, provided that such distribution is made because of the Participant's Settlement Date. A distribution is deemed to be made because of a Participant's Settlement Date if it occurs prior to the end of the second Plan Year beginning on or after the Participant's Settlement Date.
|
(c)
|
If neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account shall continue to be held in such Sub-Account and shall not be forfeited until the Participant has been absent from employment with the Employer for five years.
|
(a)
|
he returns to employment with an Employer or a Related Company before he incurs a five year break in service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Separate Account;
|
(b)
|
he resumes employment covered under the Plan before the earlier of (i) the end of the five-year period beginning on the date he is reemployed or (ii) the date he incurs a five year break in service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Separate Account; and
|
(c)
|
if he received actual distribution of his vested interest in his Separate Account, he repays to the Plan the full amount of such distribution before the earlier of (i) the end of the five year period beginning on the date he is reemployed or (ii) the date he incurs a five year break in service commencing after the date he received distribution of his vested interest in his Separate Account.
|
(1)
|
Account
.
The term "
Account
" shall mean the individual account established, maintained, and administered, including all subaccounts, to reflect the interest of each Eligible Employee who becomes a Member pursuant to the provisions of Article II of this Appendix A or in accordance with any Addendum for each inactive Member.
|
(2)
|
Addendum
. The term “
Addendum
” shall mean the special overriding provisions applicable to Members employed at a facility listed on Schedule B that is attached to and made a part of this Appendix A.
|
(3)
|
Affiliate
. The term “
Affiliate
” shall mean any member of a controlled group of corporations (as determined under §414(b) of the Code) of which the Company is a member; any member of a group of trades or businesses under common control (as determined under §414(c) of the Code) with the Company; any member of an affiliated service group (as determined under §414(m) of the Code) of which the Company is a member; and any other entity which is required to be aggregated with the Company pursuant to the provisions of §414(o) of the Code.
|
(4)
|
Affiliated Group
. The term “
Affiliated Group
” shall mean the group of entities which are Affiliates.
|
(5)
|
Allocation Date
. The term “
Allocation Date
” shall mean any date within a Plan Year as of which Contribution Amounts are allocated pursuant to the provisions of Section 4.01 of this Appendix A.
|
(6)
|
Company
. The term “
Company
” shall mean Eaton Electric Holdings LLC, its corporate successors, and the surviving corporation resulting from any merger or consolidation of Eaton Electric Holdings LLC with any other corporation or corporations.
|
(7)
|
Company Contributions
. The term “
Company Contributions
” shall mean the profit sharing contributions made to the Plan by the Company or the Employer in accordance with the provisions of Article III of this Appendix A.
|
(8)
|
Consolidated DC Participant
.
The term “
Consolidated DC Participant
” shall mean an individual who is listed on Schedule C, and whose Account consists of assets transferred from the Cooper Industries, Inc. Consolidated Defined Contribution Plan on November 30, 2001.
|
(9)
|
Contribution Amount
. The term “
Contribution Amount
” shall mean the amount of Company Contributions allocated to each Member as provided in Section 3.02 of Appendix A applicable to such Member.
|
(10)
|
Contribution Hour
. Except as otherwise provided in an applicable Addendum, the term “
Contribution Hour
” shall mean an hour of employment for which a Member receives pay from the Employer, including overtime hours (but not premium hours), holiday hours, vacation hours, jury duty hours and bereavement leave hours. Notwithstanding the foregoing but subject to the provisions of an applicable Addendum, a Contribution Hour shall not include any paid hours for any other absence or other periods during which no duties are performed for the Company.
|
(11)
|
Eligible Employee
. The term “
Eligible Employee
” shall mean a person who is employed on an hourly rate basis by the Employer at a facility listed on Schedule B of this Appendix A and who is a member of the Union listed on the applicable addendum or who is not a member of said Union but whose benefits eligibility and terms are determined under a collective bargaining agreement to which said Union is a party.
|
(12)
|
Employer
. The term "
Employer
" shall mean the Company and any Affiliate which has a facility covered under this Appendix A.
|
(13)
|
Member
. The term “
Member
” shall mean an Eligible Employee who becomes a participant in the Plan pursuant to the provisions of Article II of this Appendix A.
|
(14)
|
Merged Plan
.
The term “
Merged Plan
” shall mean each of the plans which are listed on Schedule A and which have been merged into the IAR Plan.
|
(15)
|
Normal Retirement Age
. The term “
Normal Retirement Age
” shall mean age 65.
|
(16)
|
Pay Period
. The term “
Pay Period
” shall mean the periodic payroll period for which a Member receives compensation from the Employer while an Eligible Employee.
|
(17)
|
Retirement Date
. The term “
Retirement Date
” shall mean the date on which an active or inactive Member terminates employment with the Affiliated Group.
|
(18)
|
Total Disability
. The term “
Total Disability
” shall mean incapacity of a Member incurred while an Employee by reason of any medically demonstrated physical or mental condition which the Employer finds, on the basis of qualified medical evidence, will permanently prevent such Member from being able, or would endanger his life if he continued, to engage in any employment with the Affiliated Group or in any other employment or occupation for remuneration or profit which might reasonably be
|
(19)
|
Union
.
The term “
Union
” shall mean the collective bargaining agent set forth on an applicable Addendum.
|
(20)
|
Vested Interest
. The term “
Vested Interest
” shall mean the percentage of a Member’s Account which, pursuant to the provisions of the Plan, is nonforfeitable.
|
(21)
|
Vesting Service
. The term “
Vesting Service
” shall mean the measure of service used to determine the Vested Interest of a Member in his Account pursuant to the provisions of Section 5.01.
|
Years of Vesting
Service of a Member |
Vested Interest
|
|
Less than 2 years
|
0
|
%
|
2 years but less than 3 years
|
25%
|
|
3 years but less than 4 years
|
50%
|
|
4 years but less than 5 years
|
75%
|
|
5 or more years
|
100%
|
Plan Name
|
Effective Date
|
1. Individual Account Retirement Plan for Bargaining Unit Employees of the Americus Plant (PN #176)
|
November 30, 2001
|
2. Individual Account Retirement Plan for Metalux Drivers Bargaining Unit at Americus (PN #177)
|
November 30, 2001
|
3 Individual Account Retirement Plan for Bargaining Unit Employees of Bussmann/Ellisville (PN #170)
|
November 30, 2001
|
4. Individual Account Retirement Plan for Bargaining Unit Employees at East Stroudsburg, Pennsylvania (PN #162)
|
November 30, 2001
|
5. Individual Account Retirement Plan for Bargaining Unit Employees at Halo Lighting at Elk Grove, Illinois (PN #164)
|
November 30, 2001
|
6. Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Lighting Division at Ellaville, Georgia (PN #179)
|
November 30, 2001
|
7. Individual Account Retirement Plan for Bargaining Unit Employees of the Eufaula Plant (PN #173)
|
November 30, 2001
|
8. Individual Account Retirement Plan for Bargaining Unit Employees of Cooper Power Systems in Fayetteville, Arkansas (PN #311)
|
November 30, 2001
|
9. Individual Account Retirement Plan for Bargaining Unit Employees at the Meadow Lands, Pennsylvania Plant (PN #305)
|
November 30, 2001
|
10. Individual Account Retirement Plan for Hourly Employees of Cooper Lighting Division at Bloomington, California (PN #232)
|
November 30, 2001
|
11. Individual Account Retirement Plan for Bargaining Unit Employees of Cooper Lighting Division at Vicksburg, Mississippi (PN #121)
|
November 30, 2001
|
12. Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Hand Tools Division at Cortland, New York (PN #208)
|
November 1, 2003
|
Plan Name
|
Effective Date
|
13. Individual Account Retirement Plan for Hourly-Paid Employees at Greenville, Mississippi ( PN# 157)
|
November 1, 2003
|
14. Individual Account Retirement Plan for Bargaining Unit Employees of Crouse-Hinds Division in Montebello, California (PN #300)
|
November 1, 2003
|
15. Individual Account Retirement Plan for Hourly-Paid Employees in the UAW Bargaining Unit at Apex Division in Dayton, Ohio (PN #142)
|
May 1, 2004
|
16. Wheelock, Inc. Section 401(k) Plan for Union Employees at Long Branch, New Jersey (including Neptune and Oceanport)
|
January 1, 2007
|
17. GS Metals Corp Retirement Savings Plan at Pickneyville, Illinois
|
January 1, 2009
|
1. Americus, Georgia
|
2. Ellisville, Missouri
|
3. Elk Grove, Illinois
|
4. Fayetteville, Arkansas – through December 31, 2015 only
|
5. Meadow Lands, Pennsylvania
|
6. Bloomington, California
|
7. Syracuse, New York
|
8. Vicksburg, Mississippi
|
9. Long Branch, New Jersey (including Neptune and Oceanport)
|
10. Pinckneyville, Illinois
|
Last Name
|
First Name
|
ALFRED SR
|
CASTAIN
|
ARENDT
|
LINDA
|
ARLING
|
L
|
ARNETT
|
RONALD H
|
BAIRD
|
BOBBY
|
BALLARD
|
CONSTANCE
|
BEVAN
|
JAN ELAINE
|
BILLIPS
|
DALE
|
BOHANNAN
|
MONNICA
|
BUFORD
|
MARY
|
CAROTHERS
|
JUDY
|
COLSON
|
GILLAN
|
COX
|
PATRICK
|
CREECH
|
LORRAINE
|
CRONIN
|
MICHAEL
|
CZARNETA
|
MARIAN
|
DALTON
|
LONARD
|
DANIELSEN
|
KENNETH
|
DARING
|
KENNETH
|
DAVIS
|
LEWIS
|
DAVIS
|
PATRICIA
|
DIAZ
|
ARNOLDO
|
DONNELL
|
SAMUEL
|
DREWS
|
LAWRENCE
|
DREYER
|
R
|
DUNAWAY
|
EDDIE
|
EDLIN
|
JOYCE
|
FINCH JR
|
JOHN
|
FORD
|
RONALD JR.
|
FRATTA
|
FEDERICO
|
GENTRY
|
GREGORY
|
GILBERTSON
|
CRAIG
|
GRIMES
|
DEBBIE
|
GROVES
|
ROBERT
|
HAMILTON
|
STAN
|
HARRISON
|
JOE
|
HARTLEY
|
RITA
|
Last Name
|
First Name
|
HATFIELD
|
WANDA
|
HOLLAND J
|
H
|
JANIK
|
EDWIN
|
JONES
|
ALICE
|
KNOWLES
|
IAN
|
KUDLACEK
|
JOSEPH
|
LANCASTER
|
RONALD
|
LAUBSCHER
|
KAREN
|
LEE
|
H
|
LEONARD
|
KEVIN
|
LIST
|
ROLAND
|
MCCURLEY
|
ROBERT J
|
MEDINA
|
PABLO
|
MESSNER
|
R
|
MILLER
|
DORA
|
MIRAMONTEZ
|
MARY
|
MITCHELL
|
HAROLD
|
MOORE
|
LARRY
|
MOORE
|
ROGER
|
MOSHER
|
THOMAS L
|
NEAL
|
TOMMY
|
NEIGER
|
ROBERT
|
NORWOOD
|
B
|
PACK
|
DEBBIE
|
PERRY
|
R
|
PIERCE
|
MICHAEL
|
RHODES
|
LOUELLA
|
ROBERTS
|
MARK
|
ROBINSON
|
BRIAN
|
RODRIGUEZ
|
KATHLEEN
|
SADLER
|
EARNESTINE
|
SAMPSON
|
HAROLD
|
SARVER
|
DEBORAH
|
SCHUTSKY
|
HENRY
|
STURGEON
|
FRED
|
SWITALA
|
LEO
|
TALLEY
|
MARK
|
THOMPSON
|
ROBIN
|
VAN DUSEN
|
HAZEL
|
VANVACTOR
|
CHARLES
|
VINSON
|
BRENDA
|
WARNEKE
|
GARY
|
WILLIAMS
|
WANDA
|
2.
|
Union
(Section 1.01(19)):
Local No. 2194, International Brotherhood of Electrical Workers, AFL-CIO
|
3.
|
Contribution Hour:
(Section 1.01(10)):
Standard definition
|
4.
|
Contribution Rate:
(Section 3.02):
|
Effective Date of
Contribution Rate for All Employees
|
Position Grade
|
Contribution Rate
|
For each Contribution Hour on and after January 1, 1989, but prior to January 1, 1991
|
I
II
|
$.10
$.12
|
For each Contribution Hour on and after January 1, 1991 but prior to January 1, 1992
|
I
II
|
$.15
$.18
|
For each Contribution Hour on and after January 1, 1992 but prior to October 31, 1992
|
I
II
|
$.20
$.25
|
|
||
Effective Date of Contribution Rate For Employees Hired Prior to January 1, 1980
|
Position Grade
|
Contribution Grade
|
For each Contribution Hour on and after October 31, 1992, but prior to November 1, 1993
|
I
II
|
$.30
$.35
|
For each Contribution Hour on and after November 1, 1993, but prior to November 3, 1996
|
I
II
|
$.35
$.40
|
For each Contribution Hour on and after November 3, 1996, but prior to November 1, 1998
|
I
II
|
$.40
$.45
|
For each Contribution Hour on and after November 1, 1998, but prior to October 29, 2000
|
I
II
|
$.45
$.50
|
For each Contribution Hour on and after February 28, 2008, but prior to October 28, 2013
|
1, 2, 3, 5, 7,
9, 10
4, 6, 8, 11,
12, 13, 14, 15
|
$.55
$.60
|
For each Contribution Hour on and after October 28, 2013
|
1, 2, 3, 5, 7,
9, 10
4, 6, 8, 11,
12, 13, 14, 15
|
$.60
$.65
|
2.
|
Union (Section 1.01 (19)):
Metalux Association of Drivers prior to January 3, 2005
|
3.
|
Contribution Hour (Section 1.01(10):
Prior to January 1, 2005, “
Contribution Mile
” which shall mean each mile driven by an active Member for which such Member receives pay from the Employer.
|
Effective Date of Contribution Rate
|
Contribution Rate
Per Contribution Mile
|
On and after January 1, 1989, but prior to September 1, 1989
Type of Trip
Eufaula Trip $.74 per trip
40 Mile Radius $.45 per trip
Trips
|
$.0027 (double driver)
$.0031 (single driver)
|
On and after September 1, 1989, but prior to September 1, 1990
|
$.1752
|
On and after September 1, 1990, but prior to September 1, 1991
|
$.2190
|
Effective Date of Contribution Rate
|
Contribution Rate Per Contribution Mile
|
On and after September 1, 1991, but prior to November 15, 1992
|
$.2630
|
On and after November 15, 1992, but prior to November 8, 1993
|
$.3000
|
On and after November 8, 1993, but prior to January 3, 2005
|
$.3400
|
5.
|
Vested Interested (Section 5.02):
Effective as of December 4, 2004, Vested Interest of any Member covered by the
|
3.
|
Contribution Hour (Section 1.01(10):
The term “
Contribution Hour
” shall mean an hour of employment for which a Member receives pay from the Employer, including overtime, holiday hours, vacation hours, jury duty hours, bereavement leave hours and Union business hours; provided, however, a Contribution Hour shall not include any paid hours for any other absence or other periods during which no duties are performed for the Employer.
|
Effective Dates
|
Labor Grade
|
Contribution Rate
|
On and after January 1, 1989, but prior to February 17, 1992
|
1,2, and 3
4
5
6
|
$.29
$.36
$.45
$.51
|
On and after February 17, 1992, but prior to February 15, 1993
|
1,2, and 3
4
5
6
|
$.32
$.39
$.49
$.56
|
On and after February 15, 1993, but prior to February 21, 1994
|
1,2, and 3
4
5
6
|
$.34
$.42
$.52
$.61
|
On and after February 21, 1994, but prior to February 13, 1995
|
1,2, and 3
4
5
6
|
$.36
$.44
$.55
$.65
|
On and after February 13, 1995, but prior to February 19, 1996
|
1,2, and 3
4
5
6
|
$.39
$.47
$.58
$.68
|
On and after February 19, 1996, but prior to February 17, 1997
|
1,2, and 3
4
5
6
|
$.42
$.50
$.61
$.71
|
Effective Dates
|
Labor Grade
|
Contribution Rate
|
On and after February 17, 1997, but prior to February 2, 1998
|
1,2, and 3
4
5
6
|
$.45
$.53
$.64
$.74
|
On and after February 2, 1998, but prior to February 22, 1999
|
1,2, and 3
4
5
6
|
$.48
$.56
$.67
$.77
|
On and after February 22, 1999, but prior to February 21, 2000
|
1,2, and 3
4
5
6
|
$.51
$.59
$.70
$.80
|
On and after February 21, 2000, but prior to February 25, 2002
|
1,2, and 3
4
5
6
|
$.54
$.62
$.73
$.83
|
|
1,2, and 3
4 5 6 |
$.59
$.67
$.78
$.88
|
|
|
|
On and after February 14, 2005, but prior to February 22, 2010
|
1, 2, and 3
4
5
6
|
$.65
$.75
$.85
$.95
|
On and after February 22, 2010, but prior to April 2, 2011
|
1, 2, and 3
4
5
6
|
$.70
$.80
$.90
$1.00
|
On and after April 2, 2011, but prior to April 13, 2015
|
1, 2, and 3
4
5
6
|
$.75
$.85
$.95
$1.05
|
On and after April 13, 2015
|
1, 2, and 3
4
5
6
|
$.80
$.90
$1.00
$1.10
|
1.
|
Covered Facility:
East Stroudsburg, Pennsylvania
|
2.
|
Union (Section 1.01 (19)):
International Association of Machinists and Aerospace Workers, Local No. 1800, District 28
|
3.
|
Contribution Hour (Section 1.01(10):
Prior to May 10, 2003 – standard definition. On and after May 10, 2003, due to the closing of the East Stroudsburg, Pennsylvania facility, no Contribution Hours shall be applicable.
|
4.
|
Contribution Rate (Section 3.02):
|
Effective Date of Contribution Rate
|
Position Grade
|
Labor Grade
|
Contribution Rate
|
|
|
Day Work
|
Base
Incentive
|
||
For each Contribution Hour on and after January 1, 1989, but prior to August 14, 1990
|
I
II
III
IV
V
|
IA-1
2-5
6
7-8
9-10
|
$.32
$.32
$.38
$.38
$.44
|
$.32
$.38
$.38
$.44
--
|
For each Contribution Hour on and after August 14, 1990, but prior to June 27, 1993
|
I
II
III
IV
V
|
IA-1
2-5
6
7-8
9-10
|
$.35
$.35
$.42
$.42
$.48
|
$.35
$.42
$.42
$.48
--
|
For each Contribution Hour on and after June 27, 1993, but prior to April 13, 1997
|
I
II
III
IV
V
|
IA-1
2-5
6
7-8
9-10
|
$.52
|
$.52
|
For each Contribution Hour on and after April 13, 1997, but prior to April 12, 1998
|
I
II
III
IV
V
|
IA-1
2-5
6
7-8
9-10
|
$.54
|
$.54
|
For each Contribution Hour on and after April 12, 1998, but prior to April 11, 1999
|
I
II
III
IV
V
|
IA-1
2-5
6
7-8
9-10
|
$.55
|
$.55
|
6.
|
Vested Interest: (Section 5.02):
Due to the sale of the Cooper Power Systems Pole Line Hardware product line to Hubbell Power Systems, the East Stroudsburg, Pennsylvania facility of the Cooper Power Systems Division will be closed as of May 10, 2003. In conjunction with such closing, effective as of September 19, 2002, the Vested Interest of any Member who is employed as an Eligible Employee covered by this Addendum on such date shall be fully vested.
|
7.
|
Closing:
Effective as of May 9, 2003, coverage under the Plan was closed due to the closing of the East Stroudsburg, Pennsylvania facility.
|
2.
|
Union (Section 1.01(19)):
Local No. 134, International Brotherhood of Electrical Workers, AFL-CIO
|
Effective Date of Contribution Rate
|
Position
Grade
|
Labor
Classification
|
Contribution Rate
|
On and after January 1, 1989 but prior to September 1, 1993
|
I
I
I
I
I
I
I
II
II
II
II
II
II
|
Assembler
Janitor
Machine Operator
Returned Goods
Set-Up “B”
Order Filler
Storage
Receiver
Material Handler
Checker
Set-Up “A”
Maintenance Mechanic “A”
Group Leader
|
$.45
$.45
$.45
$.45
$.45
$.45
$.45
$.50
$.50
$.50
$.50
$.50
$.50
|
On and after September 1, 1993 through December 31, 2001
|
I
I
I
I
I
I
I
II
II
II
II
II
II
|
Assembler
Janitor
Machine Operator
Returned Goods
Set-Up “B”
Order Filler
Storage
Receiver
Material Handler
Checker
Set-Up “A”
Maintenance Mechanic “A”
Group Leader
|
$.50
$.50
$.50
$.50
$.50
$.50
$.50
$.55
$.55
$.55
$.55
$.55
$.55
|
On and after January 1, 2002, but prior to August 22, 2005
|
All
|
All
|
$.55
|
On and after August 22, 2005, but prior to August 23, 2008
|
ALL
|
$.55
|
|
On and after August 23, 2008
|
ALL
|
$.65
|
5.
|
Elections Relating to Lump Sum Payment In Lieu of Wage Increase:
Notwithstanding the provisions of Section 4.2 applying an election made thereunder to all Compensation of a Member and limiting the amount of such an election to 50 percent, with respect to any Lump Sum Merit Payment In Lieu of Wage Increase made in 2014 after September 7, 2014, a Member may elect to defer 100% of such Lump Sum Merit Payment In Lieu of Wage Increase.
|
1.
|
Covered Facility:
Ellaville, Georgia
|
2.
|
Union (Section 1.01 (19)):
Local No. 2194, International Brotherhood of Electrical Workers, AFL-CIO
|
3.
|
Contribution Hour (Section 1.01(10)):
Standard definition
|
4.
|
Contribution Rate (Section 3.02):
|
5.
|
Vested Interest (Section 5.02)
: The Ellaville, Georgia facility closed as of August 21, 2009. In conjunction with such closing, the Vested Interest of any Member employed as an Eligible Employee covered by this Addendum on such date shall be fully vested.
|
6.
|
Closing
: Effective as of August 21, 2009, coverage under the Plan was closed due to the closing of the Ellaville, Georgia facility.
|
1.
|
Covered Facility:
Eufaula, Alabama
|
2.
|
Union (Section 1.01(19)):
Local No. 779 International Brotherhood of Electrical Workers, AFL-CIO
|
Effective Date of Contribution Rate
|
Position Grade
|
Classification
|
Contribution Rate
|
On and after January 1, 1989, but prior to January 1, 1991
|
I
I
I
I
I
I
II
II
II
II
|
Material Handler
Assembler
Utility
Forklift Driver
Lead Utility
Lead Assembler
Press Operator
Maintenance Helper
Maintenance
Lead Maintenance
|
$.10
$.10
$.10
$.10
$.10
$.10
$.12
$.12
$.12
$.12
|
On and after January 1, 1991, but prior to January 1, 1992
|
I
I
I
I
I
I
II
II
II
II
|
Material Handler
Assembler
Utility
Forklift Driver
Lead Utility
Lead Assembler
Press Operator
Maintenance Helper
Maintenance
Lead Maintenance
|
$.15
$.15
$.15
$.15
$.15
$.15
$.18
$.18
$.18
$.18
|
Effective Date of Contribution Rate
|
Position Grade
|
Classification
|
Contribution Rate
|
On and after January 1, 1992, but prior to October 12, 1992
|
I
I
I
I
I
I
II
II
II
II
|
Material Handler
Assembler
Utility
Forklift Driver
Lead Utility
Lead Assembler
Press Operator
Maintenance Helper
Maintenance
Lead Maintenance
|
$.20
$.20
$.20
$.20
$.20
$.20
$.25
$.25
$.25
$.25
|
On and after October 12, 1992, but prior to September 27, 1993
|
I
I
I
I
I
I
II
II
II
II
|
Material Handler
Assembler
Utility
Forklift Driver
Lead Utility
Lead Assembler
Press Operator
Maintenance Helper
Maintenance
Lead Maintenance
|
$.25
$.25
$.25
$.25
$.25
$.25
$.30
$.30
$.30
$.30
|
On and after September 27, 1993, but prior to January 1, 1997
|
I
I
I
I
I
I
II
II
II
II
|
Material Handler
Assembler
Utility
Forklift Driver
Lead Utility
Lead Assembler
Press Operator
Maintenance Helper
Maintenance
Lead Maintenance
|
$.30
$.30
$.30
$.30
$.30
$.30
$.35
$.35
$.35
$.35
|
Effective Date of Contribution Rate
|
Position Grade
|
Classification
|
Contribution Rate
|
On and after January 1, 1997, but prior to October 4, 1998
|
I
I
I
I
I
I
I
I
I
I
I
I
I
II
II
II
II
II
II
II
|
Material Handler
Assembler
Utility
Forklift
Lead Assembler
Press Operator
Lead Utility
Lead Forklift
Crane Operator
Truck Driver
Lead Press Operator
Inspector
Boxing Machine Operator
Lead Maintenance
General Maintenance
Maintenance A
Maintenance B
Maintenance C
Tool & Die A
Tool & Die B
|
$.35
$.35
$.35
$.35
$.35
$.35
$.35
$.35
$.35
$.35
$.35
$.35
$.35
$.40
$.40
$.40
$.40
$.40
$.40
$.40
|
On and after October 2, 1998, but prior to September 28, 2003
Members Hired
Prior to October 2, 1998
Members Hired
On or after October 2, 1998 |
Labor Grade I $.45 Labor Grade II $.50
Labor Grade I $.35
Labor Grade II $.35 |
On and after September 28, 2003 but prior to September 25, 2005
Members Hired
Prior to October 2, 1998
Members Hired
On or after October 2, 1998 |
Labor Grade I $.50 Labor Grade II $.55
Labor Grade I $.40
Labor Grade II $.40 |
On and after September 25, 2005
Members Hired
Prior to October 2, 1998
Members Hired
On or after October 2, 1998 |
Labor Grade I $.55
Labor Grade II $.60
Labor Grade I $.45
Labor Grade II $.45 |
5.
|
Waiver of Vesting Requirement in Connection with Plant Closing:
Notwithstanding the provisions of Section 5.02 of this Appendix A, vesting requirements shall be waived for affected Members as described in the Plant Closing and Effects Agreement related to the Eufaula, AL facility.
|
2.
|
Union (Section 1.01(19)):
General Drivers and Helpers, Local 832, affiliated with the International Brotherhood of Teamsters
|
3.
|
Contribution Hour (Section 1.01(10):
– Standard definition
|
4.
|
Contribution Rate (Section 3.02):
|
Effective Date of Contribution Rate
|
Labor Grades
|
Contribution Rate
|
On and after April 1, 1999, but prior to February 4, 2002
|
1-5
6-10
|
$.33
$.38
|
On and after February 4, 2002, but prior to January 1, 2005
|
1-5
6-10
|
$.38
$.43
|
On and after January 1, 2005, but prior to February 4, 2008
|
1-5
6-10
|
$.40
$.45
|
On and after February 4, 2008, but prior to January 1, 2013
|
1-5
6-11
|
$.40
$.45
|
On and after January 1, 2013
|
1-5
6-11
|
$.45
$.50
|
5.
|
Vested Interest (Section 5.02):
Effective as of January 12, 2005, the Vested Interest of any Member covered by this Addendum on such date shall be fully vested.
|
1.
|
Covered Facility:
Meadow Lands, Pennsylvania
|
2.
|
Union (Section 1.01(19)):
Local No. 5, International Brotherhood of Electrical Workers, AFL-CIO; Effective August 1, 2012, Local No. 385, International Brotherhood of Electrical Workers, AFL-CIO is merged into Local No. 459, International Brotherhood of Electrical Workers, AFL-CIO.
|
3.
|
Contribution Hour (Section 1.01(10)):
Standard definition
|
4.
|
Contribution Rate (Section 3.02):
|
Effective Date of Contribution
Rate
|
Contribution Rate
|
On and after January 1, 1998, but prior to January 20, 2003
|
$.25
|
On and after January 20, 2003, but prior to January 26, 2004
|
$.30
|
On and after January 26, 2004, but prior to January 31, 2006
|
$.35
|
On and after January 31, 2006, but prior to January 23, 2010
|
$.40
|
On and after January 23, 2010, but prior to January 20, 2014
|
$.45
|
On and after January 20, 2014, but prior to January 19, 2015
|
$.50
|
On and after January 19, 2015
|
$.60
|
5.
|
Thepitt Merger:
Effective as of the close of business on August 31, 1998, the Thepitt Hourly Savings Plan (the “Thepitt Plan”) was merged into the Plan and the assets and liabilities of the Thepitt Plan have been held, maintained, invested and distributed pursuant to the provisions of the Plan.
|
Transfer Date
|
Member
|
June 1, 1999
|
Virginia Bosnyak
|
June 1, 1999
|
Lillian M. Burns
|
June 1, 1999
|
Donald Hlad
|
June 1, 1999
|
Keith A. Neal
|
June 1, 1999
|
Keith Beck
|
June 7, 1999
|
Ronald P. Walls
|
1.
|
Covered Facility:
Bloomington, California
|
2.
|
Union
(Section 1.01(19)):
Teamsters Automotive, Industrial and Allied Workers Local Union No. 495
|
3.
|
Contribution Hour (Section 1.01(10)
: – Standard definition
|
4.
|
Contribution Rate
(Section 3.02):
|
Effective Date of Contribution Rate
|
Contribution Rate
|
|
On and after January 1, 1989,
but prior to August 28, 2000
|
$.45
|
|
On and after August 28, 2000, but prior to September 1, 2004
|
$.50
|
|
On and after September 1, 2004, but prior to August 17, 2009
|
$.55
|
|
On and after August 17, 2009, but prior to August 15, 2010
|
$.00
|
|
On and after August 15, 2010, but prior to August 15, 2013
|
$.55
|
|
On and after August 15, 2013, but prior to August 15, 2014
|
$.60
|
|
On and after August 15, 2014, but prior to August 15, 2015
|
$.65
|
|
On and after August 15, 2015, but prior to August 15, 2016
|
$.70
|
|
On and after August 15, 2016, but prior to August 15, 2017
|
$.75
|
|
On and after August 15, 2017, but prior to August 15, 2018
|
$.80
|
|
On and after August 15, 2018
|
$.85
|
|
2.
|
Union
(Section 1.01(19)):
Local No. 2084, International Brotherhood of Electrical Workers, AFL-CIO
|
3.
|
Contribution Hour (Section 1.01(10):
The term
“Contribution Hour”
shall mean an hour of employment for which a Member receives pay from the Employer, including overtime hours, holiday hours, vacation hours, jury duty hours, bereavement leave hours, and Workers’ Compensation benefit hours; provided that the disability for which any Workers’ Compensation benefits are payable is expected to last 12 months and such contributions are 100% vested. Notwithstanding the forgoing, a Contribution Hour shall not include any paid hours for any other absence or other periods during which no duties are performed for the Employer, except that Union business hours for which the Member receives pay from the Union shall be Contribution Hours.
|
4.
|
Contribution Rate (Section 3.02):
|
Effective Date of Contribution Rate
|
Contribution Rate
|
||||
Employees Hired Prior to April 1, 2011
|
|||||
On and after January 1, 1989, but prior to July 1, 1990
|
$.15
|
||||
On and after July 1, 1990, but prior to April 5, 1993
|
$.50
|
||||
On and after April 5, 1993, but prior to April 3, 1995
|
$.60
|
||||
On and after April 3, 1995, but prior to April 1, 1996
|
$.65
|
||||
On and after April 1, 1996, but prior to April 1, 1997
|
$.70
|
||||
On and after April 1, 1997, but prior to April 1, 1998
|
$.75
|
||||
On and after April 1, 1998, but prior to March 29, 1999
|
$.80
|
||||
On and after March 29, 1999, but prior to April 3, 2000
|
$.85
|
On and after January 1, 1994 through December 31, 1996, the Employer shall also contribute a supplemental Contribution Amount of $.15 for each Contribution Hour during a pay period from January 1, 1989 through December 31, 1996, of each member who (i) completed an Hour of Service prior to April 1, 1990, (ii) is an Eligible Employee on January 1, 1994, and (iii) had not attained age 50 prior to January 1, 1994 or had attained age 50 prior to January 1, 1994 and is listed below:
Charlie E. Allen Charles Lawton, Jr.
Bernard W. Austin Donald H. Lescenski
Flozell Baker Thomas R. Lowe
David E. Britton Robert McDonald
Paul B. Burns Paul J. Moran
Harold V. Clark Carl F. O’Connor
John E. Cooper Richard Q. Paetow
Willie Davis Henry L. Randall
Hiawatha R. Fitzgerald Sidney Reed
Augustine A. Fargenei Robert T. Sears
Jean L. France Hansel Smith
Gary C. Garrison Peter L. Smith
Gerald L. Harshberger Richard Snell
Almott Harvey David K. Sutton
David T. Hurachla David B. Tepsa
Edward P. Kister Howard L. Young
Christian Kubler John F. Zimmerman
|
5.
|
Elections Relating to Lump Sum Merit Payments:
Notwithstanding the provisions of Section 4.2 applying an election made thereunder to all Compensation of a Member and limiting the amount of such an election to 50 percent, (i) with respect to any Lump Sum Merit Payment made in 2014 after April 23, 2014, a
|
2.
|
Union (Section 1.01(19)):
Local 1873, International Brotherhood of Electrical Workers, AFL-CIO
|
Employees Hired On and After November 1, 1985
|
||||
On and after January 1, 1994, but prior to January 1, 1995
|
I
II
III
|
1,2,3,4,
5,6 and 7
8,9,10,11
12 and 13
14 and 15
|
$.37
$.42
$.47
|
|
On and after January 1, 1995, but prior to January 1, 1996
|
I
II
III
|
1,2,3,4,
5,6 and 7
8,9,10,11
12 and 13
14 and 15
|
$.40
$.45
$.50
|
|
On and after January 1, 1996, bur prior to January 1, 1997
|
I
II
III
|
1,2,3,4,
5,6 and 7
8,9,10,11
12 and 13
14 and 15
|
$.43
$.48
$.53
|
|
On and after January 1, 1997, but prior to January 1, 2000
|
I
II
III
|
1,2,3,4,
5,6 and 7
8,9,10,11
12 and 13
14 and 15
|
$.46
$.51
$.55
|
|
On and after January 1, 2000, but prior to November 1, 2002
|
I
II
III
|
1,2,3,4,
5,6 and 7
8,9,10,11
12 and 13
14 and 15
|
$.51
$.56
$.61
|
|
On and after November 1, 2002, but prior to November 5, 2005
|
I
II
III
|
1,2,3,4,
5,6 and 7
8,9,10,11
12 and 13
14 and 15
|
$.56
$.61
$.66
|
|
On and after November 5, 2005, but prior to January 1, 2010
|
I
II
III
|
1,2,3,4,
5,6 and 7
8,9,10,11
12 and 13
14, 15 and 17
|
$.60
$.65
$.70
|
|
On and after January 1, 2010, but prior to June 24, 2013
|
I
II
III
IV
|
1-7
8-13
14-15
16-17
|
$.60
$.65
$.70
$.75
|
|
Employees Hired Prior to November 1, 1985
|
||||
Effective Date of Contribution Rate
|
Position Grade
|
Labor Grade
|
Contribution Rate
|
|
On and after June 24, 2013
|
I
II
III
IV
|
1-7
8-13
14-15
16-18
|
$.60
$.65
$.70
$.75
|
|
|
|
|||
Supplemental Contribution Amounts for each Member who was an active Member on November 1, 1991
|
1.
|
Covered Participants:
Individuals listed on Schedule C who formerly participated in the Cooper Industries, Inc. Consolidated Defined Contribution Plan
|
2.
|
Accounts:
The Account of each Consolidated DC Participant was credited with the assets transferred with respect to him from the Cooper Industries, Inc. Consolidated Defined Contribution Plan on November 30, 2001. Thereafter the Accounts were administered and maintained under the terms of the IAR Plan through December 31, 2013, and are administered and maintained under the terms of the Plan effective January 1, 2014.
|
1.
|
Covered Participants:
Individuals who formerly participated in the Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Hand Tools Division at Cortland, New York
|
2.
|
Accounts:
The Account of each Member covered by this Addendum was credited with the assets transferred with respect to him due to the merger of the Individual Account Retirement Plan for Bargaining Unit Employees of the Cooper Hand Tools Division at Cortland, New York into the Plan on November 1, 2003. Thereafter the Accounts were administered under the terms of the IAR Plan through December 31, 2013, and are administered and maintained under the terms of the Plan effective January 1, 2014.
|
3.
|
Contribution Rate (Section 3.02):
|
Effective Date of Contribution
Rate
|
Contribution Rate
|
On and after January 1, 1989, but prior to January 1, 1990
|
$.10
|
On and after January 1, 1990, but prior to October 30, 1992
|
$.35
|
On and after October 30, 1992, but prior to November 1, 1993
|
$.40
|
On and after November 1, 1993, but prior to October 30, 1994
|
$.45
|
On and after October 30, 1994, but prior to November 1, 1999
|
$.50
|
On and after November 1, 1999, but prior to January 27, 2003
|
$.55
|
On and after January 27, 2003, but prior to May 8, 2006
|
$.60
|
On and after May 8, 2006, but prior to May 31, 2010
|
$.65
|
On and after May 31, 2010
|
$.75
|
1.
|
Covered Participants:
Individuals who formerly participated in the Individual Account Retirement Plan for Hourly-Paid Employees at Greenville, Mississippi
|
2.
|
Accounts:
The Account of each Member covered by this Addendum was credited with the assets transferred with respect to him due to the merger of the Individual Account Retirement Plan for Hourly-Paid Employees at Greenville, Mississippi into the Plan on November 1, 2003. Thereafter the Accounts were administered and maintained under the terms of the IAR Plan through December 31, 2013, and are administered and maintained under the terms of the Plan effective January 1, 2014.
|
1.
|
Covered Participants:
Individuals who formerly participated in the Individual Account Retirement Plan for Bargaining Unit Employees of Crouse-Hinds Division in Montebello, California
|
2.
|
Accounts:
The Account of each Member covered by this Addendum was credited with the assets transferred with respect to him due to the merger of the Individual Account Retirement Plan for Bargaining Unit Employees of Crouse-Hinds Division in Montebello, California into the Plan on November 1, 2003. Thereafter the Accounts were administered and maintained under the terms of the IAR Plan through December 31, 2013, and are administered and maintained under the terms of the Plan effective January 1, 2014.
|
1.
|
Covered Facility:
Dayton, Ohio
|
2.
|
Union (Section 1.01 (19)):
International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, Local No. 1040
|
3.
|
Contribution Hour (Section 1.01(10):
- Except as otherwise provided in an applicable Addendum, the term “
Contribution Hour
” shall mean an hour of employment for which a Member receives pay from the Employer, including overtime hours (but not premium hours), holiday hours, vacation hours, jury duty hours, Union business hours, and bereavement leave hours. Notwithstanding the foregoing, a Contribution Hour shall not include any paid hours for any other absence or other periods during which no duties are performed for the Company.
|
4.
|
Contribution Rate (Section 3.02):
$.35
|
5.
|
Vested Interest (Section 5.02):
Effective as of October 3, 2004, the Vested Interest of any Member covered by this Addendum on such date shall be fully vested.
|
1.
|
Covered Facility:
Long Branch, New Jersey (including Neptune and Oceanport)
|
2.
|
Union (Section 1.01 (19)):
IBEW Local 2066
|
3.
|
Company Contributions (Section 3.02):
|
Effective Date of Contribution Rate
|
Company
Contribution
|
Prior to May 1, 2009
|
2%
|
On
and after May 1, 2009, but prior to May 3, 2010
3,2010
|
2.25%
|
On and after May 3, 2010, but prior to May 2, 2011
3,2011
|
2.5%
|
On and after May 2, 2011, but prior to May 1, 2012
|
2.75%
|
On and after May 1, 2012
|
3.0%
|
4
.
|
Vested Interest (Section 5.02):
|
a.
|
Active Participants as of December 31, 2006, in the Wheelock, Inc. Section 401(k) Plan for Union Employees, were 100% vested in their accrued employer contributions upon the merger into this Plan.
|
b.
|
Active Participants in the Wheelock, Inc. Section 401(k) Plan for Union Employees who had three or more Years of Service as of December 31, 2006, are 100% vested in all future Company Retirement Contributions made under the Plan.
|
c.
|
Future Company Retirement Contributions for all active Participants in the Wheelock, Inc. Section 401(k) Plan for Union Employees who had less than three Years of Service as of December 31, 2006, are subject to the vesting schedule under this Plan.
|
d.
|
All years of service that a participant accrued under the Wheelock, Inc. Section 401(k) Plan for Union Employees is recognized for purposes of determining a Member’s vested interest under this Plan.
|
e.
|
The Normal Retirement Age for those Participants with an Account Balance as of December 31, 2006, in the Wheelock, Inc. Section 401(k) Plan for Union Employees will be age 60 under this Plan.
|
1.
|
Covered Facility:
Pinckneyville, Illinois
|
2.
|
Union (Section 1.01 (19)):
United Steelworkers of America, Local 7252.
|
3.
|
Company Contributions (Section 3.02):
|
Effective Date of
Contribution Rate
|
Labor Grades
|
Contribution Rate
|
On and After January 1, 2009, but prior to May 27, 2009
|
1-4
5-6 7 – Maintenance 1-2 7 – Maintenance 3-5 |
$.62
$.67 $.75 $.90 |
On and after May 27, 2009
|
1-4
5-6 7 – Maintenance 1-2 7 – Maintenance 3-5 13 |
$.62
$.67 $.75 $.90 $.42 |
4.
|
Vested Interest (Section 5.02):
|
a.
|
Active Participants as of December 31, 2008, in the GS Metals Corp. Retirement Savings Plan were 100% vested in their accrued employer matching contributions upon the merger into this Plan.
|
b.
|
All years of service that a participant has accrued under the GS Metals Corp. Retirement Savings Plan will be recognized for purposes of determining a Member’s vested interest in future Company Retirement Contributions under this Plan. Furthermore, there shall be no reduction in accrued years of service that may result from changes in the plan year, vesting computation period, and vesting computation method.
|
c.
|
The normal retirement age for all former participants of the GS Metals Corp Retirement Savings Plan will be the later of age 55 or the fifth anniversary of the participant’s Employment Commencement Date.
|
5.
|
Contribution Hour (Section 1.01 (10)):-
Standard definition. Additionally, hours for paid personal days and days off awarded for perfect attendance are included.
|
Title:
|
Title: Executive Vice President,
|
1.
|
The first sentence of Article II is hereby amended in its entirety to read as follows: All officers of the Company and any other executive of the Company designated by the Board of Directors of Eaton Corporation plc (the "Board") shall be eligible to participate under the Limited Service Plan (a "Participant"). Each Participant shall be required to enter into an Agreement with the Company to evidence that participation.
|
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 8.06 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 no limited to, adverse changes in federal tax laws.
|
|
|
Year ended December 31
|
||||||||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Income from continuing operations before income taxes and
noncontrolling interests in consolidated subsidiaries
|
|
$
|
2,145
|
|
|
$
|
1,761
|
|
|
$
|
1,884
|
|
|
$
|
1,251
|
|
|
$
|
1,553
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Income) loss of equity investees
|
|
(11
|
)
|
|
(6
|
)
|
|
2
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Distributed income of equity investees
|
|
9
|
|
|
4
|
|
|
77
|
|
|
19
|
|
|
3
|
|
|||||
Interest expensed
|
|
237
|
|
|
250
|
|
|
290
|
|
|
165
|
|
|
154
|
|
|||||
Amortization of debt issue costs
|
|
8
|
|
|
9
|
|
|
10
|
|
|
74
|
|
|
4
|
|
|||||
Estimated portion of rent expense representing interest
|
|
75
|
|
|
81
|
|
|
80
|
|
|
66
|
|
|
65
|
|
|||||
Amortization of capitalized interest
|
|
10
|
|
|
14
|
|
|
13
|
|
|
12
|
|
|
10
|
|
|||||
Adjusted income from continuing operations before
income taxes
|
|
$
|
2,473
|
|
|
$
|
2,113
|
|
|
$
|
2,356
|
|
|
$
|
1,585
|
|
|
$
|
1,787
|
|
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed
|
|
$
|
237
|
|
|
$
|
250
|
|
|
$
|
290
|
|
|
$
|
165
|
|
|
$
|
154
|
|
Interest capitalized
|
|
13
|
|
|
13
|
|
|
11
|
|
|
23
|
|
|
18
|
|
|||||
Amortization of debt issue costs
|
|
8
|
|
|
9
|
|
|
10
|
|
|
74
|
|
|
4
|
|
|||||
Estimated portion of rent expense representing interest
|
|
75
|
|
|
81
|
|
|
80
|
|
|
66
|
|
|
65
|
|
|||||
Total fixed charges
|
|
$
|
333
|
|
|
$
|
353
|
|
|
$
|
391
|
|
|
$
|
328
|
|
|
$
|
241
|
|
Ratio of earnings to fixed charges
|
|
7.43
|
|
|
5.99
|
|
|
6.03
|
|
|
4.83
|
|
|
7.41
|
|
Consolidated Subsidiaries (A)
|
|
Where Organized
|
Illumination Management Solutions, Inc.
|
|
California
|
Eaton Energy Solutions, Inc.
|
|
Colorado
|
Aeroquip International Inc.
|
|
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 Poland, LLC
|
|
Delaware
|
Cooper Industries Vietnam, LLC
|
|
Delaware
|
Cooper Industries, LLC
|
|
Delaware
|
Cooper Interconnect, 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 Industries (Philippines), LLC
|
|
Delaware
|
Eaton International Corporation
|
|
Delaware
|
Eaton Worldwide LLC
|
|
Delaware
|
EIC Holding GP I
|
|
Delaware
|
EIC Holding GP II
|
|
Delaware
|
EIC Holding GP III
|
|
Delaware
|
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
|
Consolidated Subsidiaries (A)
|
|
Where Organized
|
Intelligent Switchgear Organization LLC
|
|
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
|
Cooper Wheelock, Inc.
|
|
New Jersey
|
RTK Instruments Limited Liability Company
|
|
New Jersey
|
Cooper Wiring Devices, Inc.
|
|
New York
|
Ephesus Lighting, Inc.
|
|
New York
|
Chagrin Highlands III Limited
|
|
Ohio
|
Eaton (US) LLC
|
|
Ohio
|
Eaton Aeroquip LLC
|
|
Ohio
|
Eaton CHB LLC
|
|
Ohio
|
Eaton Corporation
|
|
Ohio
|
Eaton Holding II LLC
|
|
Ohio
|
Eaton Holding LLC
|
|
Ohio
|
Eaton II (US) LLC
|
|
Ohio
|
Eaton Leasing Corporation
|
|
Ohio
|
Eaton US Holdings, Inc.
|
|
Ohio
|
Sure Power, Inc.
|
|
Oregon
|
Eaton Industries (Argentina) S.A.
|
|
Argentina
|
Cooper Electrical Australia Pty. Limited
|
|
Australia
|
Eaton Industries Pty. Ltd.
|
|
Australia
|
Elpro Technologies Pty. Limited
|
|
Australia
|
CTI-VIENNA Gesellschaft zur Prüfung elektrotechnischer Industrieprodukte GmbH
|
|
Austria
|
Eaton Holding (Austria) G.m.b.H.
|
|
Austria
|
Eaton Holding G.m.b.H.
|
|
Austria
|
Eaton Industries (Austria) G.m.b.H.
|
|
Austria
|
Eaton Holding SRL
|
|
Barbados
|
Eaton Electric SPRL
|
|
Belgium
|
Eaton Filtration BVBA
|
|
Belgium
|
Eaton Industries (Belgium) BVBA
|
|
Belgium
|
Cambridge International Insurance Company Ltd.
|
|
Bermuda
|
Cooper Finance Group Ltd.
|
|
Bermuda
|
Cooper Investment Group Ltd.
|
|
Bermuda
|
Eaton Industries Holdings Ltd.
|
|
Bermuda
|
Saturn Insurance Company Ltd.
|
|
Bermuda
|
Aeroquip do Brasil Ltda.
|
|
Brazil
|
Blinda Industria e Comercio Ltda.
|
|
Brazil
|
Bussmann do Brasil Ltda.
|
|
Brazil
|
Consolidated Subsidiaries (A)
|
|
Where Organized
|
Cooper Power Systems do Brasil Ltda.
|
|
Brazil
|
Eaton Ltda.
|
|
Brazil
|
Eaton Power Solution Ltda.
|
|
Brazil
|
Hernis Scan System do Brasil Comercio E Servicos LTDA
|
|
Brazil
|
Moeller Electric Ltda.
|
|
Brazil
|
Moeller Industria de electro-electronicos do Amazonas Ltda.
|
|
Brazil
|
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 Industries (Canada) Inc.
|
|
Canada
|
Cooper Industries (Electrical) Inc.
|
|
Canada
|
Cooper Industries Holdings (Canada) Inc.
|
|
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
|
Aeroquip Financial Ltd.
|
|
Cayman Islands
|
Cooper Colombia Investments, 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
|
Senyuan International Holdings Limited
|
|
Cayman Islands
|
Eaton Industries (Chile) S.p.A.
|
|
Chile
|
Beijing Internormen-Filter Ltd. Co.
|
|
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
|
Consolidated Subsidiaries (A)
|
|
Where Organized
|
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 Senstar Automotive Fluid Connector (Shanghai) Co., Ltd.
|
|
China
|
Eaton Truck and Bus Components (Shanghai) Co., Ltd.
|
|
China
|
Funke+Huster (Tianjin) Electronics Co. Ltd.
|
|
China
|
Guangzhou Nittan Valve 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
|
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
|
Cooper Industries Colombia S.A.S.
|
|
Columbia
|
Eaton Industries (Colombia) S.A.S.
|
|
Columbia
|
Eaton Electrical S.A.
|
|
Costa Rica
|
Eaton Electric s.r.o.
|
|
Czech Republic
|
Eaton Elektrotechnika s.r.o.
|
|
Czech Republic
|
Eaton Industries s.r.o.
|
|
Czech Republic
|
Eaton Electric ApS
|
|
Denmark
|
Eaton Filtration (Denmark) ApS
|
|
Denmark
|
Cutler-Hammer, SRL
|
|
Dominican Republic
|
Eaton Industries (Egypt) LLC
|
|
Egypt
|
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
|
Consolidated Subsidiaries (A)
|
|
Where Organized
|
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 Verwaltungsgesellschaft GmbH
|
|
Germany
|
Eaton Electric G.m.b.H.
|
|
Germany
|
Eaton Electrical IP G.m.b.H. & Co. KG
|
|
Germany
|
Eaton Germany G.m.b.H.
|
|
Germany
|
Eaton GmbH & Co. KG
|
|
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 Protection Systems IP G.m.b.H. & Co. KG
|
|
Germany
|
Eaton Safety IP G.m.b.H. & Co. KG
|
|
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
|
Hein Moeller Stiftung G.m.b.H.
|
|
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 Enterprises Limited
|
|
Hong Kong
|
Eaton Power Quality Limited
|
|
Hong Kong
|
Martek Power Limited
|
|
Hong Kong
|
Riseson International Limited
|
|
Hong Kong
|
Scoremax Limited
|
|
Hong Kong
|
Silver Victory Hong Kong Limited
|
|
Hong Kong
|
Tai Ah Electrical Ltd.
|
|
Hong Kong
|
Vickers Systems Limited
|
|
Hong Kong
|
Cooper Bussmann Hungaria Kft.
|
|
Hungary
|
Eaton Enterprises (Hungary) Kft.
|
|
Hungary
|
Eaton Industries KFT
|
|
Hungary
|
Cooper India Private Limited
|
|
India
|
Eaton Fluid Power Limited
|
|
India
|
Eaton India Innovation Center LLP
|
|
India
|
Eaton Industrial Systems Private Limited
|
|
India
|
Eaton Industries Private Limited
|
|
India
|
Eaton Power Quality Private Limited
|
|
India
|
Consolidated Subsidiaries (A)
|
|
Where Organized
|
Eaton Technologies Private Limited
|
|
India
|
Internormen Filters Private Limited
|
|
India
|
MTL Instruments Private Limited
|
|
India
|
The Oxalis Protection Technology India Private Limited
|
|
India
|
PT. Eaton Industries
|
|
Indonesia
|
PT. Fluid Sciences Batam
|
|
Indonesia
|
Abeiron III Limited
|
|
Ireland
|
Cooper Industries
|
|
Ireland
|
Cooper Industries Trading Limited
|
|
Ireland
|
Eaton Capital
|
|
Ireland
|
Eaton Finance (Ireland) Limited
|
|
Ireland
|
Eaton Industries (Ireland) Ltd.
|
|
Ireland
|
Tractech (Ireland) Limited
|
|
Ireland
|
Tractech Industries (Ireland) Limted
|
|
Ireland
|
TT (Ireland) Acquisition Limited
|
|
Ireland
|
Eaton Industries (Israel) Ltd.
|
|
Israel
|
Cooper Csa Srl
|
|
Italy
|
Eaton Filtration (Italy) S.r.l.
|
|
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 Electric (Japan) Ltd.
|
|
Japan
|
Eaton Filtration Ltd.
|
|
Japan
|
Eaton Industries (Japan) Ltd.
|
|
Japan
|
Eaton Japan Co., Ltd.
|
|
Japan
|
Cooper Korea Ltd.
|
|
Korea
|
Eaton Industries (Korea) Limited
|
|
Korea
|
Shinhwa Takahashi Precision Co., Ltd.
|
|
Korea
|
Eaton Electric S.I.A.
|
|
Latvia
|
Aeroquip-Vickers International S.a.r.L.
|
|
Luxembourg
|
Cooper International Holdings S.a.r.l.
|
|
Luxembourg
|
Cooper Investment Group S a.r.l.
|
|
Luxembourg
|
Cooper Offshore Holdings S.a.r.l.
|
|
Luxembourg
|
Eaton Controls (Luxembourg) S.a.r.l.
|
|
Luxembourg
|
Eaton Finance 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 Holding XII B.V./S.a.r.l.
|
|
Luxembourg
|
Eaton Industries (Luxembourg) B.V./S.a.r.l.
|
|
Luxembourg
|
Consolidated Subsidiaries (A)
|
|
Where Organized
|
Eaton Moeller S.a.r.l.
|
|
Luxembourg
|
Eaton Services 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
|
ETN Holding 3 Limited
|
|
Mauritius
|
Arrow-Hart, S. de R.L. de C.V.
|
|
Mexico
|
Bussmann, 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 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 Enterprises, S. de R.L. de C.V.
|
|
Mexico
|
Eaton Industries, S. de R.L. de C.V.
|
|
Mexico
|
Eaton Solutions, 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
|
Eaton Industries (Morocco) LLC
|
|
Morocco
|
Cooper Crouse-Hinds B.V.
|
|
Netherlands
|
Cooper Industries Global B.V.
|
|
Netherlands
|
Cooper Safety B.V.
|
|
Netherlands
|
Eaton B.V.
|
|
Netherlands
|
Eaton C.V.
|
|
Netherlands
|
Eaton Holding (Netherlands) B.V.
|
|
Netherlands
|
Eaton Holding I B.V.
|
|
Netherlands
|
Eaton Holding III 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
|
Turlock B.V.
|
|
Netherlands
|
Eaton Industries Company
|
|
New Zealand
|
Eaton International Industries Nigeria Limited
|
|
Nigeria
|
Cooper Crouse-Hinds AS
|
|
Norway
|
Consolidated Subsidiaries (A)
|
|
Where Organized
|
Eaton Electric AS
|
|
Norway
|
Hernis Scan Systems A/S
|
|
Norway
|
Eaton Industries Panama S.A.
|
|
Panama
|
Eaton Industries SAC
|
|
Peru
|
Eaton Automotive Components Spolka z.o.o.
|
|
Poland
|
Eaton Automotive Spolka z.o.o.
|
|
Poland
|
Eaton Automotive Systems Spolka z.o.o.
|
|
Poland
|
Eaton Electric Spolka z.o.o.
|
|
Poland
|
Eaton Filtration (Poland) Sp. 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
|
Eaton II LP
|
|
Scotland
|
Eaton III LP
|
|
Scotland
|
Eaton Industries LP
|
|
Scotland
|
Eaton IV LP
|
|
Scotland
|
Eaton LP
|
|
Scotland
|
Eaton Manufacturing LP
|
|
Scotland
|
Eaton Electric d.o.o.
|
|
Serbia
|
Cooper Crouse-Hinds Pte. Ltd.
|
|
Singapore
|
Hernis Scan Systems - Asia Pte. Ltd.
|
|
Singapore
|
Oxalis Asia Pacific 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
|
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 G.m.b.H
|
|
Switzerland
|
Eaton Automation Holding G.m.b.H.
|
|
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 Switzerland Holding I GmbH
|
|
Switzerland
|
Eaton Switzerland Holding II GmbH
|
|
Switzerland
|
Centralion Industrial Inc.
|
|
Taiwan
|
Registration
number
|
|
Description
|
|
Filing
date
|
333-207689
|
|
Form S-8 Registration Statement-2015 Stock Plan
|
|
October 30, 2015
|
|
|
|
|
|
333-202308
|
|
Form S-3 Registration Statement
|
|
February 26, 2015
|
|
|
|
|
|
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 24, 2016
|
|
|
|
/s/ Alexander M. Cutler
|
|
/s/ Richard H. Fearon
|
|
Alexander M. Cutler, Chairman; Principal Executive Officer; Director
|
|
Richard H. Fearon, Principal Financial Officer; Director
|
|
|
|
|
|
|
|
|
|
/s/ Ken D. Semelsberger
|
|
/s/ Craig Arnold
|
|
Ken D. Semelsberger, Principal Accounting Officer
|
|
Craig Arnold, Director
|
|
|
|
|
|
|
|
|
|
/s/ Todd M. Bluedorn
|
|
/s/ Christopher M. Connor
|
|
Todd M. Bluedorn, Director
|
|
Christopher M. Connor, Director
|
|
|
|
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/s/ Michael J. Critelli
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/s/ Charles E. Golden
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Michael J. Critelli, Director
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Charles E. Golden, Director
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/s/ Linda A. Hill
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/s/ Arthur E. Johnson
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Linda A. Hill, Director
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Arthur E. Johnson, Director
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/s/ Ned C. Lautenbach
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/s/ Deborah L. McCoy
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Ned C. Lautenbach, Director
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Deborah L. McCoy, Director
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/s/ Sandra Pianalto
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Gregory R. Page, Director
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Sandra Pianalto, Director
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/s/ Gerald B. Smith
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Gerald B. Smith, Director
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1.
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I have reviewed this annual report on Form 10-K of Eaton Corporation plc;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date:
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February 24, 2016
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/s/ Alexander M. Cutler
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Alexander M. Cutler
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Principal Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Eaton Corporation plc;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date:
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February 24, 2016
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/s/ Richard H. Fearon
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Richard H. Fearon
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Principal Financial Officer
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Date:
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February 24, 2016
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/s/ Alexander M. Cutler
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Alexander M. Cutler
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Principal Executive Officer
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Date:
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February 24, 2016
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/s/ Richard H. Fearon
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Richard H. Fearon
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Principal Financial Officer
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