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.

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 ↗