e10vq
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2010
Commission file number 1-1396
EATON CORPORATION
 
(Exact name of registrant as specified in its charter)
     
Ohio   34-0196300
     
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification Number)
     
Eaton Center, Cleveland, Ohio   44114-2584
     
(Address of principal executive offices)   (Zip Code)
(216) 523-5000
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No þ
There were 167.6 million Common Shares outstanding as of March 31, 2010.
 
 


TABLE OF CONTENTS

PART 1 — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Item 2. Management’s Discussion & Analysis of Financial Condition & Results of Operations
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
Item 6. Exhibits
SIGNATURES
Exhibit Index
EX-12
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT


Table of Contents

PART 1 — FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS.
EATON CORPORATION
STATEMENTS OF CONSOLIDATED INCOME
                 
    Three months ended  
    March 31  
(Millions except for per share data)   2010     2009  
Net sales
  $ 3,103     $ 2,813  
 
               
Cost of products sold
    2,201       2,174  
Selling & administrative expense
    587       558  
Research & development expense
    101       98  
Interest expense-net
    35       37  
Other (income) expense-net
    (8 )     9  
 
           
Income (loss) before income taxes
    187       (63 )
Income tax expense (benefit)
    31       (11 )
 
           
Net income (loss)
    156       (52 )
Adjustment of net income (loss) for noncontrolling interests
    (1 )     2  
 
           
Net income (loss) attributable to common shareholders
  $ 155     $ (50 )
 
           
 
               
Net income (loss) per common share — diluted
  $ 0.91     $ (0.30 )
Average number of common shares outstanding — diluted
    169.6       166.1  
 
               
Net income (loss) per common share — basic
  $ 0.92     $ (0.30 )
Average number of common shares outstanding — basic
    167.1       166.1  
 
               
Cash dividends paid per common share
  $ .50     $ .50  
See accompanying notes.

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EATON CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
                 
    March 31,     December 31,  
(Millions)   2010     2009  
Current assets
               
Cash
  $ 151     $ 340  
Short-term investments
    338       433  
Accounts receivable
    2,052       1,899  
Inventories
    1,374       1,326  
Deferred income taxes & other current assets
    565       526  
 
           
Total current assets
    4,480       4,524  
 
               
Property, plant & equipment-net
    2,349       2,445  
Goodwill
    5,304       5,435  
Other intangible assets
    2,333       2,441  
Deferred income taxes & other long-term assets
    1,381       1,437  
 
           
Total assets
  $ 15,847     $ 16,282  
 
           
 
               
Current liabilities
               
Short-term debt
  $ 90     $ 113  
Current portion of long-term debt
    5       5  
Accounts payable
    1,135       1,057  
Accrued compensation
    286       256  
Other current liabilities
    1,254       1,258  
 
           
Total current liabilities
    2,770       2,689  
 
               
Long-term debt
    3,347       3,349  
Pension liabilities
    1,255       1,586  
Other postretirement benefits liabilities
    759       754  
Deferred income taxes & other long-term liabilities
    994       1,086  
 
               
Equity
               
Eaton shareholders’ equity
    6,683       6,777  
Noncontrolling interests
    39       41  
 
           
Total equity
    6,722       6,818  
 
           
Total liabilities & equity
  $ 15,847     $ 16,282  
 
           
See accompanying notes.

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EATON CORPORATION
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
                 
    Three months ended  
    March 31  
(Millions)   2010     2009  
Net cash provided by (used in) operating activities
               
Net income (loss)
  $ 156     $ (52 )
Adjustments to reconcile to net cash (used in) provided by operating activities
               
Depreciation & amortization
    141       139  
Contributions to pension plans
    (326 )     (61 )
Changes in working capital
    (172 )     40  
Other-net
    39       29  
 
           
Net cash (used in) provided by operating activities
    (162 )     95  
 
           
 
               
Net cash provided by (used in) investing activities
               
Expenditures for property, plant & equipment
    (38 )     (48 )
Sales of short-term investments-net
    96       53  
Other-net
    8       (17 )
 
           
Net cash provided by (used in) investing activities
    66       (12 )
 
           
 
               
Net cash provided by (used in) financing activities
               
Borrowings with original maturities of more than three months — proceeds
    25       555  
Borrowings with original maturities of more than three months — payments
    (1 )     (300 )
Borrowings (payments) with original maturities of less than three months-net, primarily commercial paper
    (47 )     (318 )
Cash dividends paid
    (84 )     (83 )
Cash from exercise of employee stock options
    23       7  
Other-net
    2       1  
 
           
Net cash used in financing activities
    (82 )     (138 )
 
               
Effect of foreign exchange rate changes on cash
    (11 )     12  
 
           
Total decrease in cash
    (189 )     (43 )
Cash at the beginning of the year
    340       188  
 
           
Cash at the end of the period
  $ 151     $ 145  
 
           
See accompanying notes.

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EATON CORPORATION
NOTES TO THE FIRST QUARTER 2010 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Millions of dollars and shares unless indicated otherwise (per share data assume dilution)
PREPARATION OF FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements of Eaton Corporation (Eaton) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) have been made that are necessary for a fair presentation of financial position, results of operations and cash flows for the stated periods. Management has evaluated subsequent events through the date the financial statements were filed with the SEC, noting no events that require adjustment of, or disclosure in, the consolidated financial statements for the period ended March 31, 2010. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in Eaton’s 2009 Annual Report on Form 10-K. The interim period results are not necessarily indicative of the results to be expected for the full year.
ACQUISITIONS OF BUSINESSES
In 2009, Eaton acquired one business and entered into a joint venture. The Statements of Consolidated Income include the results of these businesses from the dates of the transactions. These transactions are summarized below:
                         
    Date of   Business    
Acquired business   acquisition   segment   Annual sales
 
Micro Innovation Holding AG
A Switzerland-based manufacturer of human machine interfaces, programmable logic controllers and input/output devices. Eaton acquired the remaining shares to increase its ownership from 50% to 100%.
  September 1,
2009
  Electrical
Rest of
World
  $33 for 2008
 
                       
SEG Middle East Power Solutions & Switchboard Manufacture LLC
A 49%-owned joint venture in Abu Dhabi that manufactures low voltage switchboards and control panel assemblies for use in the Middle East power generation and industrial markets
  July 2,
2009
  Electrical
Rest of
World
  $10 for 2008
Restructuring Liabilities
For acquisitions of businesses completed prior to 2009, Eaton has undertaken restructuring activities at acquired businesses, including workforce reductions, plant consolidations, and facility closures. Liabilities for these restructuring activities were recognized in the allocation of the purchase price related to the acquired business. A summary of these liabilities, and utilization of the various components, follows:
                                 
                    Plant        
    Workforce reductions     closing        
    Employees     Dollars     & other     Total  
Balance at January 1, 2010
    329     $ 11     $ 1     $ 12  
Utilized
    (169 )     (4 )             (4 )
 
                       
Balance at March 31, 2010
    160     $ 7     $ 1     $ 8  
 
                       

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ACQUISITION INTEGRATION, WORKFORCE REDUCTION & PLANT CLOSING CHARGES
Acquisition Integration Charges
In 2010 and 2009, Eaton incurred charges related to the integration of acquired businesses. These charges, which consisted of plant consolidations and integration, were recognized as expense as incurred. A summary of these charges follows:
                 
    Three months ended  
    March 31  
    2010     2009  
Electrical Americas
  $ 1     $ 1  
Electrical Rest of World
    7       16  
Hydraulics
            1  
Aerospace
    1       2  
Automotive
            1  
 
           
Pretax charges
  $ 9     $ 21  
 
           
After-tax charges
  $ 6     $ 14  
Per common share
  $ .04     $ .08  
Charges in 2010 were related primarily to Moeller and Phoenixtec. Charges in 2009 were related primarily to Integrated Hydraulics, Kirloskar, Moeller, Phoenixtec and Argo-Tech.
Workforce Reduction Charges
Eaton took significant actions in 2009 to reduce its workforce in response to the severe economic downturn. The reductions total approximately 17% of the full-time workforce. These actions resulted in the recognition of severance and pension and other postretirement benefits expense of $65 in the first quarter of 2009.
Summary of Acquisition Integration, Workforce Reduction & Plant Closing Liabilities
A summary of liabilities related to acquisition integration, workforce reduction, and plant closing charges follows:
                                 
                    Plant        
    Workforce reductions     closing        
    Employees     Dollars     & other     Total  
Balance at January 1, 2010
    1,418     $ 43     $ 12     $ 55  
Liabilities recognized
            1       8       9  
Utilized
    (523 )     (14 )     (10 )     (24 )
 
                       
Balance at March 31, 2010
    895     $ 30     $ 10     $ 40  
 
                       
These charges were included in the Statements of Consolidated Income in Cost of products sold or Selling & administrative expense, as appropriate. In Business Segment Information, the charges reduced Operating profit of the related business segment.

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RETIREMENT BENEFIT PLANS EXPENSE
The components of retirement benefits expense follow:
                                 
    Three months ended March 31  
                    Other  
                    postretirement  
    Pension benefits     benefits  
    2010     2009     2010     2009  
Service cost
  $ (29 )   $ (32 )   $ (4 )   $ (4 )
Interest cost
    (50 )     (49 )     (11 )     (12 )
Expected return on plan assets
    54       48                  
Amortization
    (15 )     (13 )     (3 )     (1 )
 
                       
 
    (40 )     (46 )     (18 )     (17 )
Curtailment loss
            (4 )             (1 )
Settlement loss
    (5 )     (18 )                
 
                       
Total expense
  $ (45 )   $ (68 )   $ (18 )   $ (18 )
 
                       
Due to limitations imposed by the Pension Protection Act on pension lump sum distributions, Eaton’s U.S. Qualified Pension Plan became restricted in 2009 from making 100% lump sum payments. As a result, the plan experienced a significant increase in lump sum payments in 2009 before the limitation went into effect. Total pension settlement expense was $18 in the first quarter of 2009, most of which was attributable to the U.S. pension plans. A portion of the increase was attributable to the workforce reduction in 2009.
INCOME TAXES
During the first quarter of 2010, income tax expense of $31 (an effective tax rate of 16.4%) was recognized compared to an income tax benefit of $11 in the first quarter of 2009 (a tax benefit rate of 17.1%). Income tax expense for the first quarter of 2010 included a non-cash, one-time charge of $23 ($0.14 per common share) to reflect the impact of the Health Care Reform and Education Reconciliation Act on taxation associated with Medicare Part D. Without this one-time charge, income tax expense of $8 (an effective tax rate of 4%) would have been recognized in the first quarter of 2010. Income tax expense for the first quarter of 2010 also reflected a benefit associated with the successful resolution of international tax audit issues, the recognition of other international tax benefits, and a more favorable mix of geographic income. In particular, the income tax rate benefited from higher income in certain international jurisdictions. Included as an offset to the aforementioned income tax benefits that lowered the effective income tax rate in the first quarter of 2010 was an adjustment totaling $29 related to an income tax audit of transfer prices for 2005 to 2009. The Company concluded that the effect of this adjustment was not material to the prior period financial statements, as well as the projected 2010 financial statements.
MERITOR LITIGATION
On October 5, 2006, ZF Meritor LLC and Meritor Transmission Corporation (collectively, Meritor) filed an action against Eaton in the U.S. District Court for Delaware. The action seeks damages, which would be trebled under U.S. antitrust laws, as well as injunctive relief and costs. The suit alleged that Eaton engaged in anti-competitive conduct against Meritor in the sale of heavy-duty truck transmissions in North America. Following a four week trial on liability only, on October 8, 2009, the jury returned a verdict in favor of Meritor. Eaton firmly believes that it competes fairly and honestly for business in the marketplace, and that at no time did it act in an anti-competitive manner. During an earlier stage in the case, the judge concluded that damage estimates contained in a report filed by Meritor were not based on reliable data and the report was specifically excluded from the case. On November 3, 2009, Eaton filed a motion for judgment as a matter of law and to set aside the verdict. That motion is currently pending. Accordingly, an estimate of any potential loss related to this action cannot be made at this time.

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COMPREHENSIVE INCOME (LOSS)
The components of comprehensive income (loss) follow:
                 
    Three months ended  
    March 31  
    2010     2009  
Net income (loss)
  $ 156     $ (52 )
 
               
Foreign currency translation & related hedging instruments
    (176 )     (183 )
Cash flow hedges
    (4 )     23  
Pensions & other postretirement benefits
    19       25  
 
           
Other comprehensive (loss)
    (161 )     (135 )
 
           
Total comprehensive (loss)
    (5 )     (187 )
Less comprehensive income (loss) attributable to noncontrolling interests
    (1 )     2  
 
           
Comprehensive (loss) attributable to common shareholders
  $ (6 )   $ (185 )
 
           
TOTAL EQUITY
The changes in Total equity for the three month periods ended March 31, 2010 and 2009 follow:
                         
    Eaton              
    shareholders’     Noncontrolling     Total  
    equity     interests     equity  
Balance at December 31, 2009
  $ 6,777     $ 41     $ 6,818  
 
                       
Net income
    155       1       156  
Other comprehensive (loss)
    (161 )             (161 )
 
                 
Total comprehensive income (loss)
    (6 )     1       (5 )
Cash dividends paid
    (84 )     (3 )     (87 )
Purchase of shares by deferred compensation trust
    (50 )             (50 )
Issuance of shares under employee benefit plans
    46               46  
 
                 
Balance at March 31, 2010
  $ 6,683     $ 39     $ 6,722  
 
                 
 
                       
Balance at December 31, 2008
  $ 6,317     $ 48     $ 6,365  
 
                       
Net (loss)
    (50 )     (2 )     (52 )
Other comprehensive (loss)
    (135 )             (135 )
 
                 
Total comprehensive (loss)
    (185 )     (2 )     (187 )
Cash dividends paid
    (83 )     (2 )     (85 )
Purchase of shares by deferred compensation trust
    (2 )             (2 )
Issuance of shares under employee benefit plans
    18               18  
Other
            (2 )     (2 )
 
                 
Balance at March 31, 2009
  $ 6,065     $ 42     $ 6,107  
 
                 
 
                       

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INVENTORIES
The components of inventories follow:
                 
    March 31,     December 31,  
    2010     2009  
Raw materials
  $ 614     $ 608  
Work-in-process & finished goods
    866       823  
 
           
Inventories at FIFO
    1,480       1,431  
Excess of FIFO over LIFO cost
    (106 )     (105 )
 
           
Total inventories
  $ 1,374     $ 1,326  
 
           
NET INCOME (LOSS) PER COMMON SHARE
A summary of the calculation of net income (loss) per common share attributable to common shareholders assuming dilution and basic follows:
                 
    Three months ended  
    March 31  
(Shares in millions)   2010     2009  
Net income (loss) attributable to common shareholders
  $ 155     $ (50 )
 
               
Average number of common shares outstanding — diluted
    169.6       166.1  
Less dilutive effect of stock options and restricted stock awards
    2.5          
 
           
Average number of common shares outstanding — basic
    167.1       166.1  
 
           
 
               
Net income (loss) per common share — diluted
  $ 0.91     $ (0.30 )
Net income (loss) per common share — basic
  $ 0.92     $ (0.30 )
In the first quarters of 2010 and 2009, 3.6 million and 10.7 million stock options, respectively, were excluded from the calculation of diluted net income per common share because the exercise price of the options exceeded the average market price of the common shares during the period and their effect, accordingly, would have been antidilutive.
FINANCIAL ASSETS & LIABILITIES MEASURED AT FAIR VALUE
Financial instruments are categorized into a fair value hierarchy of three levels, based on the degree of subjectivity inherent in the valuation methodology as follows:
  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.
A summary of financial instruments recognized at fair value at March 31, 2010, and the fair value measurements used, follows:

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                            Recognized  
    Level 1     Level 2     Level 3     value  
Cash
  $ 151                     $ 151  
Short-term investments
    338                       338  
Foreign currency forward exchange contracts
          $ (6 )             (6 )
Commodity contracts
            6               6  
Fixed-to-floating interest rate swaps
            33               33  
Related long-term debt converted to floating interest rates by interest rate swaps
            (33 )             (33 )
 
                         
Total
  $ 489     $ 0             $ 489  
 
                         
Level 2 financial instruments are valued using an industry standard market approach. No financial instruments were recognized using unobservable prices or inputs (Level 3).
Long-term debt and current portion of long-term debt had a carrying value of $3,352 and fair value of $3,643 at March 31, 2010.
Assets of $2,355 related to defined benefit pension plans were also measured at fair value at March 31, 2010.
DISCLOSURES ABOUT DERIVATIVE FINANCIAL INSTRUMENTS & HEDGING ACTIVITIES
In the normal course of business, Eaton is exposed to certain risks related to fluctuations in interest rates, foreign currency exchange rates and commodity prices. The Company uses various derivative and non-derivative financial instruments, primarily interest rate swaps, foreign currency forward exchange contracts, foreign currency swaps and, to a lesser extent, commodity contracts, to manage risks from these market fluctuations. The derivative financial instruments used by Eaton are straightforward, non-leveraged instruments. The counterparties to these financial instruments are financial institutions with strong credit ratings. Eaton maintains control over the size of positions entered into with any one counterparty and regularly monitors the credit rating of these institutions. Such derivative financial instruments are not purchased and sold for trading purposes.
Derivative financial instruments are measured at fair value and recognized as assets or liabilities in the Consolidated Balance Sheet. Accounting for the gain or loss resulting from the change in the fair value of the derivative financial instrument depends on whether it has been designated, and is effective, as part of a hedging relationship and, if so, on the nature of the hedging activity. Eaton formally documents all relationships between derivative financial instruments accounted for as hedges and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transaction. This process includes linking all derivative financial instruments to a recognized asset or liability, specific firm commitment, forecasted transaction, or net investment in a foreign operation. These financial instruments can be designated as:
    Hedges of the change in the fair value of a recognized fixed-rate asset or liability, or the firm commitment to acquire such an asset or liability (a fair value hedge). For these hedges, the gain or loss from the derivative financial instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in income during the period of change in fair value.
 
    Hedges of the variable cash flows of a recognized variable-rate asset or liability, or the forecasted acquisition of such an asset or liability (a cash flow hedge). For these hedges, the effective portion of the gain or loss from the derivative financial instrument is recognized in Eaton shareholders’ equity and reclassified to income in the same period when the gain or loss on the hedged item is included in income.
 
    Hedges of the foreign 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

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      financial instrument is recognized in Eaton shareholders’ equity and reclassified to income in the same period when the gain or loss related to the net investment in the foreign operation is included in income.
The gain or loss from a derivative financial instrument designated as a hedge that is effective as a hedge is included in the same line of the Statement of Consolidated Income as the offsetting loss or gain on the hedged item.
The change in fair value of a derivative financial instrument that is not effective as a hedge is immediately recognized in income.
For derivatives that are not designated as a hedge, any gain or loss is immediately recognized in income. The majority of derivatives used in this manner relate to risks resulting from assets or liabilities denominated in a foreign currency that arise in the normal course of business.
Information as to derivative financial instruments recognized in the Consolidated Balance Sheet follows:
                         
    Fair value of derivative financial  
    instruments  
    March 31, 2010  
    Other             Other  
    current     Other long-     current  
    assets     term assets     liabilities  
Derivatives designated as hedges
                       
Fixed-to-floating interest rate swaps (fair value hedges)
          $ 33          
Foreign currency exchange contracts (cash flow hedges)
  $ 5             $ 6  
Commodity contracts (cash flow hedges)
    4               1  
 
                 
Total
  $ 9     $ 33     $ 7  
 
                 
 
                       
Derivatives not designated as hedges
                       
Foreign currency exchange contracts
  $ 20             $ 25  
Commodity contracts
    3                  
 
                   
Total
  $ 23             $ 25  
 
                   
                         
    Fair value of derivative financial  
    instruments  
    December 31, 2009  
    Other             Other  
    current     Other long-     current  
    assets     term assets     liabilities  
Derivatives designated as hedges
                       
Fixed-to-floating interest rate swaps (fair value hedges)
          $ 29          
Foreign currency exchange contracts (cash flow hedges)
  $ 6             $ 4  
Commodity contracts (cash flow hedges)
    5                  
 
                 
Total
  $ 11     $ 29     $ 4  
 
                 
 
                       
Derivatives not designated as hedges
                       
Foreign currency exchange contracts
  $ 17             $ 31  
Commodity contracts
    3                  
 
                   
Total
  $ 20             $ 31  
 
                   
At March 31, 2010, the notional amount related to derivatives designated as hedges in the table above was $985, including $700 of fixed-to-floating interest rate swaps. This compares to $879 of notional value at December 31, 2009, including $700 of fixed-to-floating interest rate swaps.

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Amounts recognized in net income follow:
                 
    Three months ended   Three months ended
    March 31, 2010   March 31, 2009
    Amount of gain (loss) recognized in net income
Derivatives designated as fair value hedges
               
Fixed-to-floating interest rate swaps
  $ 4     $ (19 )
Related long-term debt converted to floating interest rates by interest rate swaps
    (4 )     19  
The gains and losses described above were recognized in the Statements of Consolidated Income in Interest expense.
Amounts recognized in Eaton shareholder’s equity follow:
                                 
    Three months ended     Three months ended  
    March 31, 2010     March 31, 2009  
    Amount of gain     Amount of gain     Amount of gain     Amount of gain  
    (loss)     (loss)     (loss)     (loss)  
    recognized in     reclassified     recognized in     reclassified  
    Eaton     from Eaton     Eaton     from Eaton  
    shareholders’     shareholders’     shareholders’     shareholders’  
    equity     equity     equity     equity  
Derivatives designated as cash flow hedges
                               
Foreign currency exchange contracts
  $ (4 )   $ (1 )   $ (6 )   $ (4 )
Commodity contracts
    (1 )     3       12       (10 )
 
                       
Total
  $ (5 )   $ 2     $ 6     $ (14 )
 
                       
The gains and losses described above that were reclassified from Eaton shareholders’ equity to the Statements of Consolidated Income were recognized in Cost of products sold. As of March 31, 2010, $5 of deferred net gains related to foreign currency exchange contracts and commodity contracts that were recognized in Eaton shareholders’ equity are expected to be reclassified to net income during the next twelve months.

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EATON CORPORATION
BUSINESS SEGMENT INFORMATION
                 
    Three months ended  
    March 31  
    2010     2009  
Net sales
               
Electrical Americas
  $ 802     $ 859  
Electrical Rest of World
    608       544  
Hydraulics
    490       430  
Aerospace
    376       418  
Truck
    453       292  
Automotive
    374       270  
 
           
Total net sales
  $ 3,103     $ 2,813  
 
           
 
               
Segment operating profit (loss)
               
Electrical Americas
  $ 105     $ 106  
Electrical Rest of World
    42       (6 )
Hydraulics
    54       6  
Aerospace
    49       71  
Truck
    46       (34 )
Automotive
    42       (46 )
 
           
Total segment operating profit
    338       97  
 
               
Corporate
               
Amortization of intangible assets
    (45 )     (42 )
Interest expense-net
    (35 )     (37 )
Pension & other postretirement benefits expense
    (32 )     (47 )
Stock option expense
    (5 )     (7 )
Other corporate expense–net
    (34 )     (27 )
 
           
Income (loss) before income taxes
    187       (63 )
Income tax expense (benefit)
    31       (11 )
 
           
Net income (loss)
    156       (52 )
Adjustment of net income (loss) for noncontrolling interests
    (1 )     2  
 
           
Net income (loss) attributable to common shareholders
  $ 155     $ (50 )
 
           
 
               
Business segment operating profit was reduced by acquisition integration charges as follows:
               
 
               
Electrical Americas
  $ 1     $ 1  
Electrical Rest of World
    7       16  
Hydraulics
            1  
Aerospace
    1       2  
Automotive
            1  
 
           
Total
  $ 9     $ 21  
 
           

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ITEM 2. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS.
EATON CORPORATION
Millions of dollars and shares unless indicated otherwise (per share data assume dilution)
Net income refers to net income attributable to Eaton common shareholders
OVERVIEW OF THE COMPANY
Eaton Corporation is a diversified power management company with 2009 sales of $11.9 billion. Eaton is a global technology leader in electrical components and systems for power quality, distribution and control; hydraulics components, systems and services for industrial and mobile equipment; aerospace fuel, hydraulics and pneumatic systems for commercial and military use; and truck and automotive drivetrain and powertrain systems for performance, fuel economy and safety. Eaton has approximately 70,000 employees and sells products to customers in more than 150 countries.
The principal markets for the Electrical Americas and Electrical Rest of World segments are industrial, institutional, government, utility, commercial, residential, information technology and original equipment manufacturers. These products are used wherever there is a demand for electrical power in commercial buildings, data centers, residences, apartment and office buildings, hospitals, factories and utilities. The segments share several common global customers, but a large number of customers are located regionally and sales are made directly and indirectly through distributors, resellers and manufacturers representatives.
The principal markets for the Hydraulics segment include oil and gas, renewable energy, marine, agriculture, construction, mining, forestry, utility, material handling, truck and bus, machine tools, molding, primary metals and power generation. Key manufacturers in these markets and other customers are located globally, and these products are sold and serviced through a variety of channels.
The principal markets for the Aerospace segment are manufacturers of commercial and military aircraft and related after-market customers. These manufacturers and customers are located globally, and products are sold and serviced through a variety of channels.
The principal markets for the Truck and Automotive segments are original equipment manufacturers and after-market customers of heavy-, medium-, and light-duty trucks, SUVs, CUVs, or passenger cars. Customers are located globally, and most sales are made directly.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
This Management’s Discussion & Analysis of Financial Condition & Results of Operations discloses operating earnings (loss), operating earnings (loss) per common share, and operating profit (loss) before acquisition integration charges for each business segment, each of which excludes amounts that differ from the most directly comparable measure calculated in accordance with generally accepted accounting principles (GAAP). A reconciliation of each of these financial measures to the most directly comparable GAAP measure is included in the Summary of Results for 2010 and in Results by Business Segment. Management’s Discussion & Analysis of Financial Condition & Results of Operations also discloses net income and net income per common share, and operating earnings and operating earnings per common share, before the non-cash, one-time income tax charge of $23 ($.14 per share) related to Medicare Part D, discussed below. Management believes that these financial measures are useful to investors because they exclude transactions of an unusual nature, allowing investors to more easily compare Eaton’s financial performance period to period. Management uses this information in monitoring and evaluating the on-going performance of Eaton and each business segment.
SUMMARY OF RESULTS OF OPERATIONS FOR 2010 COMPARED TO 2009
Eaton reported net sales of $3.1 billion in the first quarter of 2010, an increase of 10% over the first quarter of 2009. Net income of $155 in the first quarter of 2010 increased $205 over the first quarter of 2009 when a net loss of ($50) was recognized. Net income per common share was $0.91 in the first quarter of 2010

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compared to a net loss per share of $(0.30) in the first quarter of 2009. The expanding world economy drove growth in most end markets and the Company’s newly-reset cost structure allowed Eaton to realize strong incremental margins on the increase in sales. Net income included a non-cash, one-time income tax charge of $23 ($0.14 per common share) related to Medicare Part D resulting from the new Health Care Reform and Education Reconciliation Act. Adjusting for this one-time income tax charge, net income was $178, and net income per share was $1.05, in the first quarter of 2010, compared to a net loss of $(50), and a net loss per share of ($0.30), in the first quarter of 2009.
The following are highlights of results for 2010 compared to 2009:
                                 
    Three months ended March 31  
                    Increase     Percentage  
    2010     2009     (decrease)     increase  
     
Net sales
  $ 3,103     $ 2,813     $ 290       10 %
Gross profit
    902       639       263       41 %
Percent of net sales
    29.1 %     22.7 %                
Income (loss) before income taxes
  $ 187     $ (63 )   $ 250          
Income tax expense (benefit)
    31       (11 )     (42 )        
 
                         
Net income (loss)
    156       (52 )     208          
Adjustment of net income (loss) for noncontrolling interests
    (1 )     2       (3 )        
 
                         
Net income (loss) attributable to common shareholders
  $ 155     $ (50 )   $ 205          
 
                         
 
                               
Net income (loss) per common share — diluted
  $ 0.91     $ (0.30 )   $ 1.21          
Average common shares outstanding — diluted (in millions)
    169.6       166.1                  
 
                               
Reconciliation of net income (loss) attributable to common
shareholders to operating earnings (loss)
                               
Net income (loss) attributable to common shareholders
  $ 155     $ (50 )   $ 205          
Excluding acquisition integration charges (after-tax)
    6       14       (8 )        
 
                         
Operating earnings (loss)
  $ 161     $ (36 )   $ 197          
 
                         
 
                               
Net income (loss) per common share — diluted
  $ 0.91     $ (0.30 )   $ 1.21          
Per share impact of acquisition integration charges (after-tax)
    0.04       0.08       (0.04 )        
 
                         
Operating earnings (loss) per common share
  $ 0.95     $ (0.22 )   $ 1.17          
 
                         
Net sales in the first quarter of 2010 increased by 10% compared to the first quarter of 2009. The increase included 5% from core sales and 5% from foreign exchange. Eaton’s end markets grew 4% in the first quarter of 2010 compared to the first quarter of 2009. The expanding world economy drove growth in most end markets and the Company’s newly-reset cost structure allowed the Company to realize strong incremental margins on the increase in sales.
Gross profit increased by 41% in the first quarter of 2010 compared to the first quarter of 2009. The increase was primarily due to the increase in net sales discussed above and savings associated with workforce reductions taken in 2009. The improvement in 2010 also reflected pretax charges of $65 for severance and pension and other postretirement benefits expense in the first quarter of 2009 resulting from the workforce reductions taken in 2009.
In the first quarter of 2010, Eaton reported net income of $155 and net income per common share of $0.91, compared to a net loss of $(50) in the first quarter of 2009 and a net loss per share of $(0.30). The increases were primarily due to higher net sales in 2010 and the factors that affected gross profit discussed above. Adjusting for the non-cash, one-time income tax charge of $23 ($0.14 per share) related to Medicare Part D resulting from the new U.S. health care law, net income in 2010 was $178, or $1.05 per share. Before the effect of acquisition integration charges, operating earnings were $161 in the first quarter 2010, or $0.95 per

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share, compared to an operating loss of $(36) in the first quarter of 2009, or $(0.22) per share. Adjusting for the non-cash, one-time income tax charge related to Medicare Part D, operating earnings in 2010 were $184, or $1.09 per share.
Net cash used by operating activities was $(162) in the first quarter of 2010, a decrease of $257 compared to net cash provided by operations of $95 in the first quarter of 2009. Operating cash flows in 2010 reflected higher net income in the first quarter of 2010 of $156, before the adjustment for noncontrolling interests, compared to a loss of $(52) in the first quarter of 2009. Cash provided by operating activities in the first quarter of 2010 was lowered by $326 of cash contributed to pension plans, compared to $61 in the first quarter of 2009, and a use of cash of $212 resulting from an increase in funding of working capital in the first quarter of 2010 compared to a decrease in working capital in the first quarter of 2009. The increase in working capital funding, primarily accounts receivable and inventory, was due to higher levels of operations resulting from the global economic recovery. Cash and short-term investments totaled $489 at March 31, 2010, a decrease of $284 from $773 at December 31, 2009.
Total debt of $3,442 at March 31, 2010 declined by $25 from $3,467 at December 31, 2009. The decline was primarily due to a $23 reduction of short-term debt during 2010. Short-term debt was reduced through the use of cash generated from operations. The net-debt-to-capital ratio was 30.6% at March 31, 2010 compared to 28.4% at the end of 2009, reflecting the combined effect of the $25 decrease in total debt, the $284 decrease in cash and short-term investments, and the $94 decrease in Eaton shareholders’ equity. The decrease in equity primarily resulted from foreign currency translation adjustments of $176 and cash dividends paid of $84, partially offset by net income of $155.
Net working capital of $1,710 at March 31, 2010 declined by $125 from $1,835 at the end of 2009. The decline was primarily due to the reduction of cash and short-term investments to fund increases in accounts receivable and inventory due to higher levels of operations resulting from the global economic recovery. The current ratio was 1.6 at March 31, 2010 compared to 1.7 at year-end 2009.
As of mid-April 2010, Eaton anticipates its end markets will grow 6% for all of 2010. In general, the Company is seeing the strongest growth in Asia Pacific and Brazil, while many U.S. markets are starting to accelerate and Europe is recovering more modestly.
OTHER RESULTS OF OPERATIONS
Eaton took significant actions in 2009 to reduce its workforce in response to the severe economic downturn. The reductions total approximately 17% of the full-time workforce. These actions resulted in the recognition of severance and pension and other postretirement benefits expense of $65 in the first quarter of 2009. These charges were included in the Statements of Consolidated Income in Cost of products sold or Selling & administrative expense, as appropriate. In Business Segment Information, the charges reduced Operating profit of the related business segment.
In 2010 and 2009, Eaton incurred charges related to the integration of acquired businesses. These charges, which consisted of plant consolidations and integration, were recognized as expense as incurred. A summary of these charges follows:
                 
    Three months ended  
    March 31  
    2010     2009  
Electrical Americas
  $ 1     $ 1  
Electrical Rest of World
    7       16  
Hydraulics
            1  
Aerospace
    1       2  
Automotive
            1  
 
           
Pretax charges
  $ 9     $ 21  
 
           
After-tax charges
  $ 6     $ 14  
Per common share
  $ .04     $ .08  

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Charges in 2010 were related primarily to Moeller and Phoenixtec. Charges in 2009 were related primarily to Integrated Hydraulics, Kirloskar, Moeller, Phoenixtec and Argo-Tech. The acquisition integration charges were included in the Statements of Consolidated Income in Cost of products sold or Selling & administrative expense, as appropriate. In Business Segment Information, the charges reduced Operating profit of the related business segment.
During the first quarter of 2010, income tax expense of $31 (an effective tax rate of 16.4%) was recognized compared to an income tax benefit of $11 in the first quarter of 2009 (a tax benefit rate of 17.1%). Income tax expense for the first quarter of 2010 included a non-cash, one-time charge of $23 ($0.14 per common share) to reflect the impact of the Health Care Reform and Education Reconciliation Act on taxation associated with Medicare Part D. Without this one-time charge, income tax expense of $8 (an effective tax rate of 4%) would have been recognized in the first quarter of 2010. Income tax expense for the first quarter of 2010 also reflected a benefit associated with the successful resolution of international tax audit issues, the recognition of other international tax benefits, and a more favorable mix of geographic income. In particular, the income tax rate benefited from higher income in certain international jurisdictions. Included as an offset to the aforementioned income tax benefits that lowered the effective income tax rate in the first quarter of 2010 was an adjustment totaling $29 related to an income tax audit of transfer prices for 2005 to 2009.
RESULTS BY BUSINESS SEGMENT
Electrical Americas
                         
    Three months ended March 31
    2010   2009   (Decrease)
Net sales
  $ 802     $ 859       (7 )%
Operating profit
    105       106       (1 )%
Operating margin
    13.1 %     12.3 %        
Acquisition integration charges
  $ 1     $ 1          
Before acquisition integration charges
                       
Operating profit
    106       107       (1 )%
Operating margin
    13.2 %     12.5 %        
Sales of the Electrical Americas segment decreased 7% in the first quarter of 2010 compared to the first quarter of 2009. The decrease consisted of 9% in core sales partially offset by a 2% increase from foreign exchange. The decline in sales reflected end markets for this segment that were down 8% in 2010 compared to the first quarter of 2009. Late cycle non-residential end markets declined about 21% in 2010, partially offset by growth in the early cycle power quality, residential, and industrial controls businesses. For all of 2010, Eaton anticipates end markets for this segment will decline by 3%.
Operating profit in the first quarter of 2010 was $105. Excluding acquisition integration charges of $1 in 2010, operating profit was $106. The decrease in operating profit before acquisition integration charges in 2010 from the first quarter of 2009 was largely due to the 7% decrease in sales in 2010 discussed above, partially offset by savings resulting from the workforce reductions taken in 2009.
In April 2010, Eaton won a contract to provide the U.S. Air Force’s Air Logistics Center with power reliability products and turnkey services. Over the five year life of the contract, revenues totaling up to $569 will be split between Eaton and one other supplier.

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Electrical Rest of World
                         
    Three months ended March 31
    2010   2009   Increase
Net sales
  $ 608     $ 544       12 %
Operating profit (loss)
    42       (6 )   NM
Operating margin
    6.9 %     (1.1 )%        
Acquisition integration charges
  $ 7     $ 16          
Before acquisition integration charges
                       
Operating profit
    49       10       390 %
Operating margin
    8.1 %     1.8 %        
Sales of the Electrical Rest of World segment increased 12% in the first quarter of 2010 compared to the first quarter of 2009. The increase included 4% from core sales and 8% from foreign exchange. Sales in 2010 reflected accelerating strength in end markets, particularly in Asia Pacific. For all of 2010, Eaton anticipates end markets for this segment will grow by 6%.
Operating profit in the first quarter of 2010 was $42. Excluding acquisition integration charges of $7 in 2010, operating profit was $49. The increase in operating profit before acquisition integration charges in 2010 from the first quarter of 2009 was largely due to the increase in sales in 2010 described above and savings resulting from the workforce reductions taken in 2009.
Hydraulics
                         
    Three months ended March 31
    2010   2009   Increase
Net sales
  $ 490     $ 430       14 %
Operating profit
    54       6       800 %
Operating margin
    11.0 %     1.4 %        
Acquisition integration charges
  $ 0     $ 1          
Before acquisition integration charges
                       
Operating profit
    54       7       671 %
Operating margin
    11.0 %     1.6 %        
Sales of the Hydraulics segment increased 14% in the first quarter of 2010 compared to the first quarter of 2009. The increase included 11% from core sales and 3% from foreign exchange. Global hydraulics markets increased 1% in 2010 compared to the first quarter of 2009, but grew 7% over the fourth quarter of 2009. For all of 2010, Eaton now believes hydraulics markets are likely to grow by 16%.
Operating profit in the first quarter of 2010 was $54. The increase in operating profit before acquisition integration charges in 2010 compared to the first quarter of 2009 was primarily due to the increase in sales in 2010 discussed above and savings resulting from the workforce reductions taken in 2009.
Aerospace
                         
    Three months ended March 31
    2010   2009   (Decrease)
Net sales
  $ 376     $ 418       (10 )%
Operating profit
    49       71       (31 )%
Operating margin
    13.0 %     17.0 %        
Acquisition integration charges
  $ 1     $ 2          
Before acquisition integration charges
                       
Operating profit
    50       73       (32 )%
Operating margin
    13.3 %     17.5 %        
Sales of the Aerospace segment decreased 10% in the first quarter of 2010 compared to the first quarter of 2009. The decrease included 12% from core sales partially offset by an increase of 2% from foreign exchange. Aerospace end markets declined 5% in 2010 compared to the first quarter of 2009. Eaton

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anticipates global aerospace markets will decline 1% for all of 2010 versus the prior estimate of a 3% decline.
Operating profit in the first quarter of 2010 was $49. Excluding acquisition integration charges of $1 in 2010, operating profit was $50. The decrease in operating profit before acquisition integration charges in 2010 from the first quarter of 2009 was primarily due to the decline in sales in 2010 discussed above.
Truck
                         
    Three months ended March 31
    2010   2009   Increase
Net sales
  $ 453     $ 292       55 %
Operating profit (loss)
    46       (34 )   NM
Operating margin
    10.2 %     (11.6 )%        
Sales of the Truck segment increased 55% in the first quarter of 2010 compared to the first quarter of 2009. The increase included 44% from core sales and 11% from foreign exchange. Global end markets in 2010 increased by 19% over the first quarter of 2009. For all of 2010, Eaton anticipates end markets for this segment will grow by 17%.
Operating profit in the first quarter of 2010 was $46. The increase in operating profit in 2010 from the first quarter of 2009 was primarily due to the increase in sales in 2010 discussed above and the savings resulting from the workforce reductions taken in 2009.
Automotive
                         
    Three months ended March 31
    2010   2009   Increase
Net sales
  $ 374     $ 270       39 %
Operating profit (loss)
    42       (46 )   NM
Operating margin
    11.2 %     (17.0 )%        
Acquisition integration charges
  $ 0     $ 1          
Operating profit (loss)
    42       (45 )   NM
Operating margin
    11.2 %     (16.7 )%        
Sales of the Automotive segment increased 39% in the first quarter of 2010 compared to the first quarter of 2009. The increase included 32% from core sales and 7% from foreign exchange. Global automotive markets were up 46% in 2010 compared to the first quarter of 2009. For all of 2010, Eaton anticipates global automotive markets will grow by 15%, with U.S. production up 31% and non-U.S. production up 6%.
Operating profit in the first quarter of 2010 was $42. The increase in operating profit before acquisition integration charges in 2010 from the first quarter of 2009 was primarily due to the increase in sales in 2010 discussed above and the savings resulting from the workforce reductions taken in 2009.
Corporate
Corporate pension & other postretirement benefit expense of $32 in the first quarter of 2010 declined from $47 in the first quarter of 2009. The decline was primarily due to reduced pension curtailment and settlement losses recognized in 2010 compared to 2009, and charges related to the workforce reduction in 2009.
CHANGES IN FINANCIAL CONDITION DURING 2010
Cash flow and working capital
Net cash used by operating activities was $(162) in the first quarter of 2010, a decrease of $257 compared to net cash provided by operations of $95 in the first quarter of 2009. Operating cash flows in 2010 reflected higher net income in the first quarter of 2010 of $156, before the adjustment for noncontrolling interests, compared to a loss of $(52) in the first quarter of 2009. Cash provided by operating activities in the first quarter of 2010 was lowered by $326 of cash contributed to pension plans, compared to $61 in the first quarter of 2009, and a use of cash of $212 resulting from the net increase in funding of working capital in the first quarter of 2010 compared to a decrease in working capital in the first quarter of 2009. The increase in working capital funding, primarily accounts receivable and inventory, was due to higher levels of operations

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resulting from the global economic recovery. Cash and short-term investments totaled $489 at March 31, 2010, a decrease of $284 from $773 at December 31, 2009.
Net working capital of $1,710 at March 31, 2010 declined by $125 from $1,835 at the end of 2009. The decline was primarily due to the reduction of cash and short-term investments to fund increases in accounts receivable and inventory due to higher levels of operations resulting from the global economic recovery. The current ratio was 1.6 at March 31, 2010 compared to 1.7 at year-end 2009.
Debt
Total debt of $3,442 at March 31, 2010 declined by $25 from $3,467 at December 31, 2009. The decline was primarily due to a $23 reduction of short-term debt during 2010. Short-term debt was reduced through the use of cash generated from operations. The net-debt-to-capital ratio was 30.6% at March 31, 2010 compared to 28.4% at the end of 2009, reflecting the combined effect of the $25 decrease in total debt, the $284 decrease in cash and short-term investments, and the $94 decrease in Eaton shareholders’ equity. The decrease in equity primarily resulted from foreign currency translation adjustments of $176 and cash dividends paid of $84, partially offset by net income of $155.
CONTRACTUAL OBLIGATIONS
There have been no material changes to the table of contractual obligations presented on page 66 and 67 of Eaton’s Annual Report on Form 10-K for the year ended December 31, 2009.
FORWARD-LOOKING STATEMENTS
This Form 10-Q Report contains forward-looking statements concerning the performance in 2010 of Eaton's worldwide end markets. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to Eaton, based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside Eaton’s control. The following factors could cause actual results to differ materially from those in the forward-looking statements: unanticipated changes in the markets for the company’s business segments; unanticipated downturns in business relationships with customers or their purchases from us; competitive pressures on sales and pricing; increases in the cost of material and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of competing technologies; unexpected technical or marketing difficulties; unexpected claims, charges, litigation or dispute resolutions; strikes or other labor unrest; the impact of acquisitions and divestitures; unanticipated difficulties integrating acquisitions; new laws and governmental regulations; interest rate changes; stock market and currency fluctuations; and unanticipated deterioration of economic and financial conditions in the United States and around the world. Eaton does not assume any obligation to update these forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in market risk presented on page 66 of Eaton’s Annual Report on Form 10-K for the year ended December 31, 2009.
ITEM 4. CONTROLS AND PROCEDURES.
Pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act), an evaluation was performed, under the supervision and with the participation of Eaton’s management, including Alexander M. Cutler — Chairman, Chief Executive Officer and President; and Richard H. Fearon — Vice Chairman and Chief Financial and Planning Officer, of the effectiveness of the design and operation of Eaton’s disclosure controls and procedures. Based on that evaluation, management concluded that Eaton’s disclosure controls and procedures were effective as of March 31, 2010.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in Eaton’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported

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within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Eaton’s reports filed under the Exchange Act is accumulated and communicated to management, including Eaton’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
During the first quarter of 2010, there was no change in Eaton’s internal control over financial reporting that materially affected, or is reasonably likely to materially affect, Eaton’s internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 6. EXHIBITS.
Exhibits — See Exhibit Index attached.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
 
EATON CORPORATION
Registrant
 
 
Date: April 28, 2010  /s/ Richard H. Fearon    
  Richard H. Fearon   
  Vice Chairman and Chief Financial
and Planning Officer 
 

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Eaton Corporation
First Quarter 2010 Report on Form 10-Q
Exhibit Index
     
3(a)
  Amended Articles of Incorporation (amended and restated as of April 24, 2008) — Incorporated by reference to the Form 10-Q Report for the three months ended March 31, 2008
 
   
3(b)
  Amended Regulations (amended and restated as of February 24, 2010) — Incorporated by reference to the Form 8-K Report filed February 24, 2010
 
   
4
  Pursuant to Regulation S-K Item 601(b)(4), Eaton agrees to furnish to the SEC, upon request, a copy of the instruments defining the rights of holders of its other long-term debt
 
   
12
  Ratio of Earnings to Fixed Charges — Filed in conjunction with this Form 10-Q Report *
 
   
31.1
  Certification of Chief Executive Officer (Pursuant to Rule 13a-14(a)) — Filed in conjunction with this Form 10-Q Report *
 
   
31.2
  Certification of Chief Financial Officer (Pursuant to Rule 13a-14(a)) — Filed in conjunction with this Form 10-Q Report *
 
   
32.1
  Certification of Chief Executive Officer (Pursuant to Rule 13a-14(b) as adopted pursuant to Section 906 of the Sarbanes-Oxley Act) — Filed in conjunction with this Form 10-Q Report *
 
   
32.2
  Certification of Chief Financial Officer (Pursuant to Rule 13a-14(b) as adopted pursuant to Section 906 of the Sarbanes-Oxley Act) — Filed in conjunction with this Form 10-Q Report *
 
   
101.INS
  XBRL Instance Document *
 
   
101.SCH
  XBRL Taxonomy Extension Schema Document *
 
   
101.CAL
  XBRL Taxonomy Extension Calculation Linkbase Document *
 
   
101.LAB
  XBRL Taxonomy Extension Label Linkbase Document *
 
   
101.PRE
  XBRL Taxonomy Extension Presentation Linkbase Document *
 
*   Submitted electronically herewith.
Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Statements of Consolidated Income for the three months ended March 31, 2010 and 2009, (ii) Condensed Consolidated Balance Sheets at March 31, 2010 and December 31, 2009, (iii) Condensed Statements of Consolidated Cash Flows for the three months ended March 31, 2010 and 2009 and (iv) Notes to Condensed Consolidated Financial Statements for the three months ended March 31, 2010.
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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