Bernstein Strategic Decisions Conference Craig Arnold – Chairman & Chief Executive Officer June 2, 2016 © 2016 Eaton. All rights reserved. Forward Looking Statements and NonGAAP Financial Information The information provided at our conference today will include forward-looking statements concerning, among other matters, performance of our worldwide end markets, second quarter 2016 net income and operating earnings per share, full year 2016 net income and operating earnings per share, segment margins, capital expenditures, cash flow, tax rate, corporate expenses, projected revenue growth, foreign currency exchange impact, capital allocation plans and the costs and benefits associated with planned restructuring actions. 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; 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; the impact of acquisitions and divestitures; unanticipated difficulties integrating acquisitions or realizing expected synergies from the Cooper acquisition; new laws and governmental regulations; interest rate changes; changes in currency exchange rates; stock market fluctuations; 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. © 2016 Eaton. All rights reserved. 2 Eaton delivers safe, reliable and efficient power management solutions Electrical Sector Industrial Sector Systems and Services Hydraulics Aerospace Vehicle 2015 Sales: $7.0B 2015 Sales: $5.9B 2015 Sales: $2.5B 2015 Sales: $1.8B 2015 Sales: $3.7B 33% of sales 28% of sales 12% of sales 9% of sales 18% of sales Solutions for the world’s most demanding power needs Mission critical, safe, and reliable solutions Leader in fuel economy and emissions reduction Products Providing safe and efficient electrical solutions from generation through distribution and control While helping our customers solve their most difficult challenges © 2016 Eaton. All rights reserved. 3 We expect to see a number of megatrends continue to drive our business Population growth - Growing population, urbanization, and middle class requiring places to live, food to eat, and increasing amounts of electricity Environmental concerns and increased regulation - Air and water quality, and solid waste disposal will necessitate increased innovation Energy efficiency - Highly influenced by environmental factors, energy efficiency will continue to be a major driver of growth Intelligent products and connectivity - Value creation to be driven by the interconnectivity of products and systems +++ ++ Increased demand for superior value solutions - Increasingly, customers are turning to alternatives providing superior value + © 2016 Eaton. All rights reserved. 4 We have built a company of leading franchises… • Top 4 global player in a $200B market Electrical • Growth driven by a global focus on efficiency requirements and infrastructure needs • Strong margins driven by a portfolio of great brands and a leading channel position • Among the 3 largest players in a diverse $40B market Hydraulics • Serving the world’s most challenging applications with power density solutions • Positioned for strong returns as industry recovers • Among leaders in $10B+ niche within global aerospace market Aerospace • Strong growth potential underscored by long-term trend of increasing passenger and freight air traffic • Low volatility driven by long lead-times, a robust backlog, and strong aftermarket demand • Leader in $45B market providing solutions to improve performance, emissions, and fuel economy Vehicle • Differentiated technology, customer service, and brand underscore high margins • High returns enabled by our value proposition and relatively low capital base © 2016 Eaton. All rights reserved. 5 …that work together and make all of Eaton stronger Benefits of scale Shared technology Shared markets Cash generation Corporate structure • Corporate structure and shared service centers drive cost savings • Leverage expertise in engineering and technologies across segments • Deepen relationships with customers through providing a broader solution • Generating strong and consistent cash flow through the cycle • Highly efficient corporate structure • Eight global shared service centers • Development synergies in electronics, software, prognostics, and diagnostics • Serving common customers in industrial, MOEM, mining, and oil and gas markets • Free cash flow grew 16% CAGR over past 5 years • Corporate cost ~1% of sales One Eaton © 2016 Eaton. All rights reserved. 6 The businesses in our portfolio are evaluated against a clear set of criteria Ability to lead in large global markets Addressable market >$2B Above average growth potential Long-term growth > real GDP High margin potential Segment operating margin in mid- to high-teens High returns Return on tangible assets mid-twenties or above Consistent profitability Minimum of low-teens segment margin at the trough We evaluate businesses through the cycle © 2016 Eaton. All rights reserved. 7 We have steadily improved the performance of our businesses Segment Operating Margin¹ 15.2% Expansion period average: 14.3% Expansion period average: 11.9% 8.1% 2004 Electrical $4 2010 $0 2015 ¹Excludes acquisition integration charges 20% 0% 2000 2016E midpoint $4 20% $0 2015 © 2016 Eaton. All rights reserved. 0% 2000 2015 $4 20% Margin 0% 2014 Vehicle Margin $0 2012 Aerospace Margin Margin Sales ($B) 20% 2000 2008 Hydraulics Sales ($B) $13 2006 Sales ($B) 2002 Sales ($B) 2000 8.7% $0 0% 2000 2015 8 Free cash flow has grown $1.0B over the past five years, resulting in $1.9B in 2015 Free Cash Flow ($B) $2 $1 $0 2010 2011 2012 2013 2014* 2015 16% annual growth in free cash flow over the past 5 years * Adjusted for legal settlements © 2016 Eaton. All rights reserved. 9 Our dividend has increased steadily and provides an attractive yield to investors Dividend yield as of 04/30/16 Dividend per share 5% $2 10 year CAGR through 2016: 12% 5 year CAGR through 2016: 11% 4% 3% $1 2% 1% $0 DHR IR HON ITW PH LR UTX ROK DOV EMR SU ETN ABB SIE 0% We have increased our quarterly dividend for 2016 by 3.6%, from $0.55 to $0.57 Source: Capital IQ, Eaton analysis © 2016 Eaton. All rights reserved. 10 We have established new 5-year goals and modified our long-term incentive plan Our new 5 year goals... Aligned management incentives… • Significant equity holding requirements for senior management • Short-term compensation plan is directly linked to EPS growth and cash flow return • New long-term incentive plan aligned with relative total shareholder return © 2016 Eaton. All rights reserved. 11 Eaton has a three-pronged strategy Strategic Growth Initiatives - Develop technology leadership (safe, reliable, efficient, connected, and intelligent), convert on our channel and service strength, deliver superior value Expand Margins - Accelerate our operational excellence, implement multi-year productivity plans, focus on outliers (fix the tail, grow the head) Disciplined Capital Allocation - Invest to win, consistently return cash to shareholders (dividends, share buybacks), criteria-based product and business evaluation © 2016 Eaton. All rights reserved. 12 We have a targeted focus on driving organic growth… +++ ++ + Technology Leadership Channel Conversion • R&D efforts focused on three key trends: • Safe and reliable • Energy efficient • Intelligent and connected • • Leverage existing channel & commercial resources Capture larger portion of aftermarket opportunity Drive more servicerelated sales © 2016 Eaton. All rights reserved. Superior Value • Better meet our customers’ needs • Drive improved cost efficiency • Develop the right products for the right markets 13 …and are focused on improving performance through cost reduction and operational execution Multi-year cost roadmap Operational execution • Capacity rationalization • World-class manufacturing • Support cost leverage • Enhanced program management • Low-cost country expansion • Technical Centers of Excellence Move the mean • Fix, close, or sell underperforming businesses • Invest to grow strong performers Implementing $400M restructuring program from 2015 - 2017 © 2016 Eaton. All rights reserved. 14 Our 2015-2017 restructuring program is expected to generate over $400M in savings 2015 Actuals Cost Annual Benefits $(129) $78 2016 Estimate Cost Incremental Annual Benefits $(140) $185 2017 Estimate Total Cost Incremental Annual Benefits Estimated Cost Estimated Cumulative Benefits $(130) $105 $(399) $418* • Total three year program spend of $400M will yield $418M in cumulative benefits • $174M incremental profit in 2016 versus 2015 • $115M incremental profit in 2017 versus 2016 * Full year effect of 2017 actions yield additional $50M of benefit in 2018 © 2016 Eaton. All rights reserved. 15 Our capital allocation strategy is now focused on growth and returning capital to shareholders 1 Reinvest in the business to drive organic growth: capital expenditures between 2.5% - 3.0% of sales and R&D of ~3.0% of sales 2 Return cash to shareholders with a growing dividend: Over the last 10 years, dividend CAGR of 12% 3 Repurchase shares equal to at least 1% - 2% of our market capitalization per year; in times of multiple compression, such as now, target higher share repurchase amounts 4 For balance of available capital, look for acquisitions which advance our strategy and return at least 300 bps over our cost of capital © 2016 Eaton. All rights reserved. 16 Earnings growth is being driven by actions under management’s control EPS Growth Drivers (CAGR) 2015 - 2020 Organic growth 1% - 2% Restructuring and OpEx 3% - 4% Share repurchases 3% Acquisitions 1% Total 8% - 9% © 2016 Eaton. All rights reserved. 17 In 2016, organic growth for Eaton is expected to be (2)% - (4)% Segment Electrical Products 2016 Organic Revenue Growth 1% - 3% Key Drivers Strength in North American residential and non-residential markets Solid growth in lighting, but lower than previous years Modest growth in EMEA driven by industrial and construction markets Weakness in industrial controls APAC remains sluggish Electrical Systems and Services (2)% - (4)% Strength in large scale data centers Utility spend on distribution equipment starting to rise Harsh and hazardous, challenging environment Large power distribution assemblies remain soft Declines in APAC on soft construction and harsh and hazardous markets Hydraulics (9)% - (11)% Global agriculture equipment markets weak, particularly large equipment China equipment sales down as they work down inventories Oil & gas and mining markets weak on low commodity prices Aerospace 1% - 3% Vehicle (10)% - (12)% Eaton (2)% - (4)% Strength in civilian OEM aircraft markets Civilian aftermarket growing at trend Defense spending flat, an improvement after several years of decline North American, European and Chinese light vehicle markets continue to grow NAFTA Class 8 Trucks down sharply Latin American markets down, less sharply than in 2015 © 2016 Eaton. All rights reserved. 18 2016 guidance Organic Revenue Growth (2)% - (4)% Acquisition Revenue $35M Forex (1)% Segment Operating Margins 15.3% - 15.9% $80M below 2015 levels Corporate Expenses Tax Rate Operating/Net Income EPS 9% - 11% Full Year $4.15 - $4.45 Q2 $1.00 - $1.10 Operating Cash Flow $2.6B - $2.8B Free Cash Flow $2.1B - $2.3B CAPEX Electrical Products 17.4% 18.0% Electrical Systems and Services 13.1% 13.7% Hydraulics 10.0% 10.6% Aerospace 17.8% 18.4% Vehicle 16.2% 16.8% $525M © 2016 Eaton. All rights reserved. 19 Our self-help strategy will deliver near-term results with significant upside when markets improve New leadership team aligned on achieving our 2015 - 2020 goals by: Accelerating organic growth with a focus on three key initiatives • Focusing R&D efforts on three critical areas • Expanding channel position and aftermarket • Providing superior value Expanding margin by improving our cost position • Enhanced focus on operational excellence • $400M multi-year restructuring program • Improving outliers, fix poor performers, and grow top performers Generating significant cash with disciplined capital allocation • Investing for organic growth • Delivering attractive cash returns to shareholders • $3B share buyback and attractive dividend • Providing funding for acquisitions © 2016 Eaton. All rights reserved. 20