Citi 2015 Industrials Conference Richard H. Fearon, Vice Chairman and Chief Financial and Planning Officer September 17, 2015 © 2015 Eaton. All Rights Reserved.. Forward Looking Statements and NonGAAP Financial Information This presentation and the comments we make today contain forward-looking statements concerning, among other matters, the impact of planned restructuring actions, the third quarter 2015 operating earnings per share, full year 2015 operating earnings per share, segment margins, capital expenditures, certain corporate expenses, cash flow and tax rate, organic revenue growth, foreign currency exchange rates, the impact in 2015 from foreign exchange on revenues and earnings and our capital allocation plans. These statements should be used with caution and are subject to various risks and uncertainties, many of which are outside the company’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; unanticipated changes 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 performance of recent acquisitions; unanticipated difficulties integrating acquisitions; new laws and governmental regulations; interest rate changes; stock market and currency fluctuations; war, civil or political unrest or terrorism; and unanticipated deterioration of economic and financial conditions in the United States and around the world. We do not assume any obligation to update these forward-looking statements. This presentation includes certain non-GAAP measures as defined by SEC rules. A reconciliation of those measures to the most directly comparable GAAP equivalent is provided in the investor relations section of our website at www.eaton.com and is contained in your packet. © 2015 Eaton. All Rights Reserved.. 2 Eaton – A Power Management Leader • Power management strategy is working • Leading Electrical franchise with a successful Cooper integration nearing completion • Industrial businesses are well positioned for growth • Strong margin, cash flow and attractive capital deployment alternatives strengthen prospects • Outlook © 2015 Eaton. All Rights Reserved.. 3 Eaton is a premier power management company… We are uniquely positioned to provide reliable, efficient, safe and sustainable power management solutions for critical markets Cities & Buildings Infrastructure Energy & Utilities Information Technology Electrical Industrial & Machinery Fluid © 2015 Eaton. All Rights Reserved.. Transportation Mechanical 4 …consisting of leading global power management businesses 2014 Sales % of Sales Electrical Sector $7.3B Products 32% Providing comprehensive solutions from generation to the end user Systems & Services $6.5B 29% Hydraulics $3.0B 13% Aerospace $1.9B 8% Serving global OEMs, airlines and governments 18% Delivering solutions to the global commercial vehicle and passenger car markets Industrial Sector Vehicle $4.0B $22.6B total © 2015 Eaton. All Rights Reserved.. Bringing a broad product portfolio to diverse global end markets 5 We have aggressively executed our strategy Goals Strategy Actions Since 2000 • Invested $5.5 billion in research & development • Higher earnings growth • Change the business mix • Reduced volatility • Upgrade the talent • Maintain high return on capital • Run the business better with EBS © 2015 Eaton. All Rights Reserved.. • Deployed $20 billion of capital to acquire 66 businesses, markedly changing the mix • Divested businesses with sales of over $1.5 billion 6 Our strategy has resulted in a balanced business that serves diverse markets Electrical 61% Segment Early Cycle Aerospace Vehicle 13% 8% 18% Late Mid 31% No 29% 29% Int’l Developed USA Country Hydraulics 11% Int’l Emerging 52% 25% 23% End Market © 2015 Eaton. All Rights Reserved.. 7 Over the last decade we have driven strong growth… Sales ($B) Cash from Operations ($B) $3.0 $25 Operating EPS ($) $5.00 $2.5 $20 $2.0 Mix $15 $4.00 $3.00 $1.5 $5 $2.00 Performance $10 $1.0 $1.00 $0.5 $0 $0.0 2004 2014 $0.00 2004 2014 2004 2014 Note: Cash from Operations and Operating EPS exclude Q2 2014 litigation settlements and gain from Aerospace divestitures © 2015 Eaton. All Rights Reserved.. 8 …and with the addition of Cooper, we have a less volatile earnings stream EBIT Margin Range EBIT Growth Volatility 2004-2014 2004-2012 12% 0.4 8% 6% Volatility of Earnings 10% 0.3 0.2 4% 2% 0.1 0% 0.0 Eaton Stand Alone PF Eaton and Cooper Among the most stable in our peer group Notes: Eaton Pro Forma includes Cooper results prior to the acquisition Volatility of earnings is standard deviation of YoY EBIT growth data from Capital IQ © 2015 Eaton. All Rights Reserved.. 9 We have grown our dividend at a rapid rate… Dividends per Share $2.50 $2.00 $1.50 $1.00 $0.50 $0.00 2005 2006 2007 2008 2009 2010 © 2015 Eaton. All Rights Reserved.. 2011 2012 2013 2014 2015e 10 …and continue to aggressively return cash to our shareholders Dividend Yield vs. Peers as of 8/31/2015 Last 12 Months Share Repurchases ($M) $400 Total Cash Returned to Shareholders last 12 months ($M) $2,000 $326 $721 $1,697 Share Repurchases Total $1,600 $300 $225 $1,200 $200 $170 $976 $800 $100 $400 $0 $0 $0 Dividends Q3:14 Q4:14 Q1:15 Q2:15 In the last 12 months we returned ~$1.7B to shareholders or 4.6% of our market cap on July 1, 2014 © 2015 Eaton. All Rights Reserved.. 11 Over the long-run, we have generated outstanding returns for our shareholders 2000 – Aug 31, 2015 CAGR* Return Index Cumulative Shareholder Returns 700 600 11.8% 500 10.3% 400 300 4.8% 200 100 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Eaton Note – S&P 500 Aug 31, 2015 Peer Group** ** Peer Group represents an equal weighted index of ABB, DHR, DOV, EMR, HON, IR, ITW, LR, PH, ROK, SIE, SU, UTX *CAGR = Calculated using the End Point Methodology Source Data: Capital IQ, Eaton analysis © 2015 Eaton. All Rights Reserved.. 12 Eaton – A Power Management Leader • Power management strategy is working • Leading Electrical franchise with a successful Cooper integration nearing completion • Industrial businesses are well positioned for growth • Strong margin, cash flow and attractive capital deployment alternatives strengthen prospects • Outlook © 2015 Eaton. All Rights Reserved.. 13 Our Electrical businesses deliver solutions for the entire power system Data Centers Industrial Utility © 2015 Eaton. All Rights Reserved.. Commercial / Resi Machinery 14 Our Electrical businesses are balanced both geographically and across key end markets Electrical End Market Mix 2014 Sales $13.7B Electrical Geographic Mix 2014 Sales $13.7B Resi 9% Industrial 23% Utility 12% Non-U.S. 45% U.S. 55% Data Center / IT 15% Machine Builders 11% Commercial & Institutional / Gov’t 30% © 2015 Eaton. All Rights Reserved.. 15 The successful integration of Cooper continues to drive significant earnings growth 500 +$115M $475 Synergy profit ($M) Integration Update 400 +$150M $360 • The Cooper integration is nearing completion in 2015 300 200 100 • We are close to capturing all sales and cost-out synergies +$95M $210 $115 0 2013 2014 2015 2016 • By January 2016, we will have fulfilled our commitment to pay down the acquisition debt Profits from Revenue Synergies Cost Synergies © 2015 Eaton. All Rights Reserved.. 16 Cost synergies come from five main areas and are approaching mature levels EBS Plant & Distribution Rationalization projects on-schedule Application of EBS Tools Implementation of tools proceeding per plan Supply Chain Leveraging Eaton’s Economies of Scale Infrastructure Leveraging common spend Consolidating indirect spend Successful disposition of excess properties Operating SG&A actions ahead of plan Office consolidation projects complete Corporate Cost Reduction All actions completed IT and data center migrations ahead of schedule Leveraging distribution footprint to reduce freight costs 60% complete 70% complete 70% complete 90% complete 100% complete Note: percentages indicate cost synergies completed. Balance of work is underway and will be finished by year end. © 2015 Eaton. All Rights Reserved.. 17 Sales synergies come from four main areas Boost Channel Sales Larger Package to Common Customers Service Business Completed the rollout of a new distributor program to channel partners (EDAP) Implemented integrated selling organizations on a global basis Coupled service offers to all Industrial, Commercial and Utility quotations and projects Launched new channel web portal tools (MyEaton) Added resources to focus on global accounts and key EPC firms Rolled out a service channel module to key distributors 75% of total 2016 sales synergies Geographic Expansion Integrated selling, service, and channel activities in key regions Enhanced and expanded Eaton Tech Days in Asia, Africa, and the Middle East 25% of total 2016 sales synergies © 2015 Eaton. All Rights Reserved.. 18 We continue to leverage innovation and product vitality to drive organic growth… Extending UPS technology to additional markets Marine Duty Uninterruptable Power Supplies Utilizing LED technology to increase flexibility WaveStream Architectural Solutions Drives technology for every application General Purpose, Machine & EU Directive Drives Creating oil & gas technology to enhance safety and maintenance CXH Low Voltage Assemblies Hazardous Area Boltless Enclosures • Marine certified UPS for marine safety, control, bridge and commercial systems • Expanded WaveStream LED solutions for more design freedom • General purpose and machinery drives expand functionality and increase ease of use • CXH - Increased safety and reliability with unmatched arc flash mitigation • Standard and engineered solutions address end user applications • Provides best in class optical control, brightness control and energy efficiency • Simple motor drives meet new European energy savings directive • Hazardous location boltless cover reduces installation and maintenance costs © 2015 Eaton. All Rights Reserved.. 19 …and leverage our software capabilities to drive product differentiation and integrated solutions Rationale Open architectures and the absence of product pull makes system wide control a distinct business decision for customers and industry participants Connected products with supervisory control add incremental customer value Eaton Electrical Software Strategy Strategy Description Examples Manage disparate systems at a facility level Broad process, plant and facility management Building management Mfg. execution systems Distributed controls Discrete, stand alone business decisions Strategy Description Examples Connecting smart products to provide unique value and insights Narrow, well defined supervisory control, monitoring and analysis that: • is tied to market needs • serves specific applications • integrates across products • drives value to end customers Controlled light Demand response Protective relays Forseer Data Center monitoring Power analytics Yukon utility optimization Strategy Software enabled products are a foundation for driving customer value Building smart products Description Every device has embedded software: • Firmware to operate effectively • Communication capabilities • Embedded device control • Programming / setup • Local HMI Software drives advanced product features / © 2015 Eaton. All Rights Reserved.. functionality that are important to customers Examples Variable frequency drives Lean automation Intelligent circuit breakers Uninterruptible power supplies Smart power distribution units Intelligent lighting 20 Eaton – A Power Management Leader • Power management strategy is working • Leading Electrical franchise with a successful Cooper integration nearing completion • Industrial businesses are well positioned for growth • Strong margin, cash flow and attractive capital deployment alternatives strengthen prospects • Outlook © 2015 Eaton. All Rights Reserved.. 21 Our Hydraulics business serves large and diverse end markets 2014 Sales of $3.0B Market Mix Business Mix Other • 65% Mobile Equipment Construction & Mining • 35% Stationary Equipment • 50% Direct Processing • 50% Through Distribution Why We Like Hydraulics Material Handling Agriculture Manufacturing • Large $40B global and diverse market Commercial Vehicles Energy • Broad product portfolio • Positioned to outgrow end markets Expected 2015 operating margin of 11.1% to 11.7%* * Excludes impact of 2H restructuring program © 2015 Eaton. All Rights Reserved.. 22 Hydraulics is addressing short-term market conditions and is positioned to capitalize on growth opportunities Addressing Softer Markets Investing in Key Technologies Growing Aftermarket • Market mix: 70% stable, 30% cyclical • Launching industry leading technologies • $12B market opportunity; 3% CAGR • Key actions to improve profitability through cycles • Leveraging Eaton’s electrical and hydraulic expertise • One third of 2014 sales • $18B installed base of Eaton products • Business is both profitable and stable • Key actions • • • • Investing to grow in stable end markets Improving product mix Reducing fixed costs and optimizing our global footprint 2014 and 2015 restructuring actions Margins Through the Cycle 13-14%* 15-16% Current point in the cycle 17%+ • Targeting new solutions for machine OEM market • • $4B market; 3% CAGR $720M market opportunity • • • Variable Speed Drive Solutions for MOEM Localizing products Building service capabilities Adding channel partners Mining in Australia On-site 24/7 service *Excluding restructuring © 2015 Eaton. All Rights Reserved.. 23 Our Aerospace business is balanced across market segments and diverse platforms 2014 Sales of $1.9B Market Mix Other OE Business Mix • 65% Commercial / 35% Military Military Aftermarket Commercial OEM • 65% New Aircraft / 35% Aftermarket Commercial Aftermarket Why We Like Aerospace • Steady market growth Military OEM • Long-cycle industry • Advantageous technology position Expected 2015 operating margin of 16.1% to 16.7%* * Excludes impact of 2H restructuring program © 2015 Eaton. All Rights Reserved.. 24 Winning technologies and aftermarket focus will drive profitable growth on both legacy and new platforms Increasing Content on Next Generation Platforms 4x B767 Commercial Transport B787 7x • Driving more than $3B in recent wins • Commercial Transport • UH-60 CH-53K F-18 Pure Power engine seals improve fuel efficiency and extend life cycle on 777X, a $620M opportunity • Military Rotorcraft 2x • 8x • Optimized subsystems to improve engine buildup on A350-1000, a $425M opportunity Regional Jets Hydraulic system advantages in quality and reliability on E2 jet, a $400M opportunity Business Jets • $4B global market; 2.5% CAGR • Aggressive focus on: • • Military Fighters F-35 Growing Aftermarket Launching New Technologies • Improving operational performance Dedicated Aftermarket organization Driving modifications and upgrades Aftermarket Sales 7% CAGR Falcon Falcon 5X 900 6x ERJ 170/190 Regional Jets E2 Prior platforms New OE platforms • Military Tanker Closed loop system optimizes fuel flow on KC-46A, a $300M opportunity 2014 2018 $120M in outgrowth by 2018 *Photo provided by GE Aviation © 2015 Eaton. All Rights Reserved.. 25 Our Vehicle Group provides targeted solutions for both commercial and passenger markets 2014 Sales of $4.0B Market Mix Other Ag / Off Highway Business Mix • Americas: 70% Pickup and Delivery Passenger • EMEA: 20% Vocational • APAC: 10% Why We Like Vehicle • Regulations create large opportunities for innovation Line Haul • Leader in fuel economy and emissions reduction • Positioned to outgrow end markets Expected 2015 operating margin of 17.4% to 18.0%* * Excludes impact of 2H restructuring program © 2015 Eaton. All Rights Reserved.. 26 Vehicle Group is focused on four nearterm drivers of market outgrowth Automated Transmissions Medium Duty Market • NAFTA heavy-duty market converting to automation 2014 % Automation Procision Dual Clutch Transmission 2018 % Manual • Automation growth creates a large market opportunity with 40-50% higher price point than equivalent manual products • • • Launching new Medium-duty product Targeted toward Class 6 and 7 markets with improved fuel economy 2014 new business wins of $300M Engine Technologies • • • • Leveraging Alliances Solutions to help customers meet regulatory requirements Hollow Valves – 10% weight reduction and higher heat tolerance Variable Valve Actuation – improves engine efficiency by adjusting valves for power needs Cylinder Deactivation • • Strategic alliances expanding global scope and driving growth Cummins Alliance: SmartAdvantage™ • • • © 2015 Eaton. All Rights Reserved.. 3-6% better fuel economy Shaanxi Fast Gear Co., Ltd. joint venture enhances clutch presence in China Nittan joint venture extends our valvetrain reach in Asia 27 Our Vehicle business is responding well to industry challenges… The NAFTA heavy duty truck market is undergoing two distinct, but related, transitions: • A portion of the truck assemblers have moved to a vertically integrated model for engines and transmissions – this transition is largely complete NAFTA Heavy-duty • The adoption of automated manual transmissions is accelerating AMTs provide the fuel economy of a base manual transmission, with the efficiency improvement and convenience of automation The SmartAdvantage™ integrated powertrain with AMT is 2-7% more fuel efficient than comparable vertically integrated powertrains 2014 2018 % Manual % Automation AMTs particularly improve the performance of inexperienced drivers © 2015 Eaton. All Rights Reserved.. 28 …and we are taking actions that will enable Eaton to grow total revenues in the Vehicle Segment • Our enhanced product offerings continue to be preferred by most fleets • • • • Fuel economy and service drive value for fleets Eaton/Cummins partnership drives improved engine/transmission system performance Eaton’s SmartAdvantage AMT improves fuel economy up to 7% Roadranger® service in the field • The move to AMTs increases Eaton revenue • 40% - 50% higher selling price than equivalent manual products • Launching Procision to penetrate the NA medium-duty market • Continued focus on growing share in aftermarket © 2015 Eaton. All Rights Reserved.. 29 Eaton – A Power Management Leader • Power management strategy is working • Leading Electrical franchise with a successful Cooper integration nearing completion • Industrial businesses are well positioned for growth • Strong margin, cash flow and attractive capital deployment alternatives strengthen prospects • Outlook © 2015 Eaton. All Rights Reserved.. 30 We expect good margin improvement in 2015, consistent with our long-term trend Segment Operating Margin 20% Flat to up 60 bps 18% 16% 14% 12% 10% 8% 6% 4% 2% 0% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015e Note: Excludes acquisition integration charges and impact of restructuring program © 2015 Eaton. All Rights Reserved.. 31 Our cash flow continues to grow rapidly and our cash earnings are strong Cash Earnings Exceed Operating EPS ($B) Cash from Operations $3 $9 $2 $6 $1 $3 $0 $0 2011 2012 2013 2014* 2015E 2015E Operating EPS Indicates 2015 guidance range EBITDA / Share Notes: 1. Operating EPS excludes acquisition integration charges, Q2 2014 litigation settlements and gain from Aerospace divestitures 2. EBITDA / Share excludes acquisition integration charges © 2015 Eaton. All Rights Reserved.. 32 Our capital allocation strategy has changed over time Eaton Capital Allocation Over Time Portfolio Transformation 2000-2012 Balance Sheet Repair 2013-2015 Driving Equity Value 2016-2020 1% 1% 11% 23% 7% 15% 32% 31% 38% 11% 67% 14% 33% Acquisitions Capex Share Repurchase © 2015 Eaton. All Rights Reserved.. Dividends 17% Debt Repayment 33 Summary of capital allocation plan • We are comfortable maintaining an “A-” long-term debt rating • Dividends are targeted to grow in line with future earnings growth Since 2005, dividends have increased by a CAGR of 14% • We intend to use dividends and share repurchases to return between 4%-5% of our market cap to shareholders on an annual basis We plan to repurchase 1% to 2% of our shares each year Coupled with our historic dividend yield of ~3% • For the balance of available capital, we intend to pursue M&A to continue advancing our businesses’ strategies © 2015 Eaton. All Rights Reserved.. 34 Eaton – A Power Management Leader • Power management strategy is working • Leading Electrical franchise with a successful Cooper integration nearing completion • Industrial businesses are well positioned for growth • Strong margin, cash flow and attractive capital deployment alternatives strengthen prospects • Outlook © 2015 Eaton. All Rights Reserved.. 35 For 2015, organic revenue growth is expected to be 0% - 1% 2015 Organic Revenue Growth Segment Electrical 1% - 3% Hydraulics (6)% - (8)% Aerospace 2% - 4% Vehicle 1% - 3% Eaton Consolidated 0% - 1% © 2015 Eaton. All Rights Reserved.. 36 Given slow market conditions, we are undertaking restructuring actions in 2015 and 2016 2015 $M Q3 Q4 Restructuring Cost $(110) $(10) Savings Net 2016 2H Total $(120) $(25) $20 $25 $45 $80 $(90) $15 $(75) $55 Total restructuring program cost of $145M with annualized savings of $125M © 2015 Eaton. All Rights Reserved.. 37 2015 Outlook Organic Revenue Growth Forex Segment Margins* Corporate pension, interest, and general corporate expenses Tax Rate Operating EPS 0% - 1% (5)% Elec. Products 17.0% - 17.6% 15.3% - 15.9% Elec. Systems and Services 13.7% - 14.3% Hydraulics 11.1% - 11.7% Aerospace 16.1% - 16.7% Vehicle 17.4% - 18.0% $(10)M - $(30)M Below 2014 levels 9% - 11% Full Year $4.40 - $4.60 Q3 $1.00 - $1.10 Operating Cash Flow $2.4B - $2.8B Free Cash Flow $1.8B - $2.2B CAPEX 2015 Expected Segment Margins* $575M * Excluding impact of 2H 2015 restructuring program © 2015 Eaton. All Rights Reserved.. 38 Summary Our power management strategy is effective • We are a global power management leader with strong positions in critical markets Our balance provides stability • Across uneven market conditions, we have produced strong results We will continue to drive strong earnings growth in a slow growth environment • Our technical vitality and front-end capabilities combined with Cooper synergies and benefits from restructuring programs are producing results We are positioned for greater cash redeployment optionality • Growing cash flow and improved cash flow margin provide us with attractive capital allocation alternatives © 2015 Eaton. All Rights Reserved.. 39 © 2015 Eaton. All Rights Reserved.. 40