ETNEaton Corporation

We note that you include various measures, such as 12-month rolling average of orders and backlog on an individual segment basis, in your Form 8-K earnings releases and investor presentations. Please tell us how management uses these measures in managing or monitoring your business and explain why you do present such measures in your Form 10-Q and Form 10-K filings, or revise as necessary. Refer to SEC Release No.

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33-10751.

Form 10-K for the Year Ended December 31, 2023 Eaton Corporation plc acknowledges receipt of your comment letter dated April 8, 2024 with respect to the above referenced filing (the “Comment letter”). The Company respectfully requests an extension of an additional ten business days to respond to the Comment letter in order to permit sufficient time for an internal review of its responses at the appropriate levels in the Company. The Company hereby submits such request and confirms that it will respond to the comments set out in the Comment letter on or before May 6, 2024, which is ten business days from the date by which a response was originally requested.

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Please add Olivier Leonetti, Chief Financial Officer, (Olivierleonetti@eaton.com) as the primary contact on this matter going forward. Megan Akst, Securities and Exchange Commission (AkstM@sec.gov)

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You refer to various factors that impacted your segment operating margins, however, you do not quantify the impact of these factors. For example, you state the increase in operating margin for the Electrical Americas segment was due to higher sales volume and net price realization, which was partially offset by higher costs to support growth initiatives, and higher gains from the sale of non-production facilities in

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2022. Where a material change is due to two or more factors, including any offsetting factors, please revise throughout your results of operations to include a quantified discussion of each material factor impacting such change, and avoid using terms such as "primarily" in favor of specific quantification. Refer to Item 303(b) of Regulation S-K.

See the reply above.

When providing a discussion and analysis of a non-GAAP measure, please ensure such disclosure is accompanied by a similar discussion and analysis of the corresponding GAAP measure with equal or greater prominence. For example, you disclose the percentage changes in adjusted earnings per share without providing similar information for the corresponding GAAP measure.

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Refer to Item 10(e)(1)(i) of Regulation S-K and Question 102.10(a) of the non-GAAP C&DIs.

See the reply above.

We note your response to prior comment 1. Considering management use the measures noted in your response in managing your segments and they believe such information is useful to investors, please confirm that you will include a quantified discussion of such measures in future Form 10-Q and Form 10-K filings regardless of whether you include them in your earnings releases. Refer to SEC Release No. 33-10751.

No reply letter found.

In your letter to us dated January 22, 2016, you discussed contacts with Syria. The EMEA Electrical Sales Representatives section of Cooper Industries’ website provides contact information for Syria, and the Sales Contacts-Africa, Middle East & Central Asia section of your website provides contact information in Morocco for Sudan.

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As you know, Syria and Sudan are designated by the State Department as state sponsors of terrorism and are subject to U.S. sanctions and/or export controls. Your Form 10-K does not provide disclosure about those countries. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria since the 2016 letter, and with Sudan, including with their governments, whether through subsidiaries, distributors, resellers, affiliates, or other direct or indirect arrangements. In this regard, we note that your joint venture partner Cummins discussed contacts with Syria and Sudan in correspondence submitted to us in May, and your customer Emirates flies to Sudan.

Since our January 22, 2016 submission, Eaton has made no sales to customers in Syria.

Since our January 22, 2016 submission, Eaton has also made no sales to customers in Sudan. However, in October 2017, OFAC lifted the comprehensive economic sanctions program that previously prohibited the engagement of U.S.-based companies with most Sudanese parties. Compliant with this new regulation, in November of 2018, a non-US subsidiary of Eaton sold emergency lighting equipment to a private U.K.

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company, which we understand then sold the equipment to a private company in Sudan for installation into a Sudanese shopping mall. The proceeds of the sale were approximately €131,000.

Eaton complies strictly with applicable export control laws. The Company’s Global Trade Management (“GTM”) organization oversees screening of Eaton’s suppliers and customers. As previously disclosed, GTM maintains policies and procedures to ensure compliance, and provides training on U.S. sanctions throughout the world. Eaton’s policy for future sales is to be in full compliance with all applicable law.

Generally, Eaton is not aware of the identity of customers downstream from our immediate customers. It is common for Eaton products to be incorporated into other products, such as aircraft, cars, trucks, construction equipment, or industrial machinery. Users who are located outside of the U.S. and who incorporate Eaton products into their equipment, such as Emirates, could provide products or services to customers in U.S. embargoed countries without Eaton’s knowledge of specific transactions.

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Please also discuss the materiality of any contacts with Syria and Sudan, in quantitative terms and in terms of qualitative factors that a reasonable investor would deem important in making an investment decision. Tell us the approximate dollar amounts of any revenues, assets and liabilities associated with Syria and Sudan for the last three fiscal years and the subsequent interim period.

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Please address the potential impact of the investor sentiment evidenced by divestment and similar initiatives that have been directed toward companies that have operations associated with state sponsors of terrorism. For example, the State of Michigan Retirement Systems’ website reports that it divested from Eaton Corp. plc on July 18, 2017 because of business operations in Iran, a country also designated as a state sponsor of terrorism. Finally, tell us whether any contacts involve dual use products and, if so, the nature of the dual uses.

For each of the last three fiscal years and the subsequent interim period, Eaton has had no assets, liabilities or revenues associated with Syria or Sudan except for the fourth quarter 2018 €131,000 sale of emergency lighting made by a U.K. customer of Eaton, as described above. This indirect sale, which did not involve any dual use technology or products, was made in full compliance with U.S. law, and the amount of the sale was immaterial to Eaton’s results. Accordingly, we believe the indirect sale poses no investment risk to our security holders.

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In making this determination, we have considered the quantitative and qualitative factors that a reasonable investor would find important in making an investment decision, including the potential impact on Eaton’s reputation.

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The Company acknowledges that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that the Staff contact the undersigned at 440-523-4336 with any questions or comments regarding this letter. Thank you for your assistance.

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It appears to us that the non-GAAP financial measures you identify as "Operating earnings" and "Operating earnings per ordinary share" use titles that may be confusingly similar to GAAP financial measures and may be precluded by Item 10(e)(ii)(E) of Regulation S-K. We also note the title of your non-GAAP financial measure is confusingly similar to the title of your segment profitability measure.

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Please confirm to us that you will revise the titles of these non-GAAP financial measures in future filings to provide an appropriate description of each measure that complies with Item 10(e).

We have been using the non-GAAP financial measures “Operating Earnings” and “Operating Earnings per ordinary share” consistently since 2001. The only expenses we adjust for to arrive at Operating Earnings and Operating Earnings per ordinary share are removing acquisition integration charges and transaction costs, as our acquisition activity varies considerably year-to-year and these expenses are one-time costs specifically related to an acquisition.

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For example, acquisition integration charges and transaction costs were $14 million in 2011; $222 million in 2012; $163 million in 2013; $154 million in 2014; $47 million in 2015; and $4 million in both 2016 and 2017. We believe removing the impact of these acquisition integration charges and transaction costs presents the best representation of ongoing results. Because we have used the terms “Operating Earnings” and “Operating Earnings per ordinary share” consistently for so long, we are concerned that any change to these terms will itself generate confusion among investors, particularly those that have followed Eaton’s stock over the long term. We believe that there is little risk of confusion by our use of “Operating Earnings” and “Operating Earnings per ordinary share” because we do not use any similarly titled measures (such as “Operating income”) in our financial statements. In addition, we provide a reconciliation of these amounts in the Non-GAAP Financial Measures section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Eaton’s Form 10-K. Accordingly, we respectfully request that you reconsider requiring a revision to these titles at this time.

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The Company requests that the Staff contact the undersigned at 440-523-4336 with any questions or comments regarding this letter. Thank you for your assistance.

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We have considered your response to prior comment one; however, we continue to believe that the non-GAAP financial measures you identify as “Operating earnings” and “Operating earnings per ordinary share” use titles that are confusingly similar to GAAP financial measures.

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As previously requested, please revise the titles of your non-GAAP financial measures in future filings to provide an appropriate description of each measure that complies with Item 10(e) of Regulation S-K.

In light of the Staff’s position, we propose to replace Operating earnings and Operating earnings per ordinary share with "Adjusted earnings" and "Adjusted earnings per ordinary share", respectively, in all future filings.

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The Company requests that the Staff contact the undersigned at 440-523-4336 with any questions or comments regarding this letter. Thank you for your assistance. Read in the reply ↗