Item 1.01 Entry into a Material Definitive Agreement

5-Year Credit Agreement

On October 4, 2021, Eaton Corporation plc (the "Company"), Eaton Corporation ("Eaton Corporation") and Eaton Capital Unlimited ("Eaton Capital", and together with the Company and Eaton Corporation, the "Borrowers") entered into a Revolving Credit Agreement (the "5-Year Credit Agreement") with certain subsidiaries of the Company as guarantors, certain banks party thereto as lenders and Citibank, N.A. ("Citibank"), as administrative agent for the lenders. The 5-Year Credit Agreement provides for maximum borrowings of up to $2.0 Billion in the aggregate, and replaces and supersedes the three existing revolving facilities entered into by Eaton Corporation with Citibank as administrative agent on November 17, 2017 with a maturity date of November 17, 2022, on November 7, 2019 with a maturity date of November 7, 2024 and on November 7, 2019 with a maturity date of November 7, 2023, which provided for maximum borrowings of up to $2.0 Billion in the aggregate, all three of which were on substantially similar terms as the 5-Year Credit Agreement. The Borrowers may request commitment increases of up to $750 million under the 5-Year Credit Agreement from existing lenders or additional banks, subject to customary conditions including absence of default and accuracy of representations and warranties under the 5-Year Credit Agreement.

The 5-Year Credit Agreement includes customary negative covenants limiting the borrowers and their subsidiaries' ability to incur debt and liens, among others. In addition, under the 5-Year Credit Agreement, the borrowers will pay a quarterly facility fee that is dependent on their credit rating and will range from 5 basis points to 12.5 basis points.

The maturity date under the 5-Year Credit Agreement is October 4, 2026. The Borrowers may request a one-year extension of the maturity date by giving notice to Citibank not more than 60 days' prior to the maturity date then in effect under the 5-Year Credit Agreement. Subject to the absence of any default and the accuracy of representations and warranties in the 5-Year Credit Agreement, the maturity date will be extended if banks holding a majority of the commitments thereunder agree to extend their commitments.

The description above is only a summary of the material provisions of the 5-Year Credit Agreement and does not purport to be complete and is qualified in its entirety by reference to the provisions in such 5-Year Credit Agreement, a copy of which is attached hereto as Exhibit 99.1.

364-Day Credit Agreement

Also on October 4, 2021, the Borrowers entered into a 364-Day Revolving Credit Agreement (the "364-Day Credit Agreement") with certain subsidiaries of the Company as guarantors, certain banks party thereto as lenders and Citibank as administrative agent for the lenders. The 364-Day Credit Agreement provides for maximum borrowings of up to $500 million in the aggregate, and replaces and supersedes the existing revolving facility entered into by Eaton Corporation with Bank of America, N.A. as administrative agent on May 17, 2021 with a maturity date of May 16, 2022, which provided for maximum borrowings of up to $2.5 Billion in the aggregate (the "Existing 364-Day Facility"). The 364-Day Credit Agreement is on terms substantially similar to the Existing 364-Day Credit Facility. The Borrowers may request commitment increases of up to $250 million under the 364-Day Credit Agreement from existing lenders or additional banks, subject to customary conditions including absence of default and accuracy of representations and warranties under the 364-Day Credit Agreement.

The 364-Day Credit Agreement includes customary negative covenants limiting the Borrowers and their subsidiaries' ability to incur debt and liens, among others. In addition, under the 364-Day Credit Agreement, the Borrowers will pay a quarterly facility fee that is dependent on their credit rating and will range from 3 basis points to 10 basis points.

The maturity date under the 364-Day Credit Agreement is October 3, 2022. The Borrowers may request a conversion of the commitments under the 364-Day Credit Agreement into term loans with a maturity date no later than one year following the date of conversion by giving notice to Citibank not less than 10 and not more than 20 days' notice prior to the maturity date under the 364-Day Credit Agreement. The term loan conversion option is subject to the absence of any default, the accuracy of representations and warranties in the 364-Day Credit Agreement and payment of a fee equal to 0.75% of the aggregate principal amount of loans outstanding on the conversion date.

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The description above is only a summary of the material provisions of the 364-Day Credit Agreement and does not purport to be complete and is qualified in its entirety by reference to the provisions in such 364-Day Credit Agreement, a copy of which is attached hereto as Exhibit 99.2.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of the Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.

Exhibit No.                                    Description
  99.1           5-Year Revolving Credit Agreement, dated as of October 4, 2021, among
                 Eaton Corporation plc, Eaton Corporation, Eaton Capital Unlimited, the
                 guarantors from time to time party thereto, the several lenders from
                 time to time parties thereto, Citibank, N.A., as Administrative Agent,
                 Citibank, N.A., JPMorgan Chase Bank, N.A., BofA Securities, Inc., BNP
                 Paribas Securities Corp., Deutsche Bank Securities Inc. and Morgan
                 Stanley Senior Funding, Inc., as joint lead arrangers and joint
                 bookrunners, JPMorgan Chase Bank, N.A., as syndication agent and Bank of
                 America, N.A., BNP Paribas, Deutsche Bank AG New York Branch and Morgan
                 Stanley Senior Funding, Inc., as documentation agents.

  99.2           364-Day Revolving Credit Agreement, dated as of October 4, 2021, among
                 Eaton Corporation plc, Eaton Corporation, Eaton Capital Unlimited, the
                 guarantors from time to time party thereto, the several lenders from
                 time to time parties thereto, Citibank, N.A., as Administrative Agent,
                 Citibank, N.A., JPMorgan Chase Bank, N.A., BofA Securities, Inc., BNP
                 Paribas Securities Corp., Deutsche Bank Securities Inc. and Morgan
                 Stanley Senior Funding, Inc., as joint lead arrangers and joint
                 bookrunners, JPMorgan Chase Bank, N.A., as syndication agent and Bank of
                 America, N.A., BNP Paribas, Deutsche Bank AG New York Branch and Morgan
                 Stanley Senior Funding, Inc., as documentation agents.

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