NOTES TO FINANCIAL STATEMENTS
Eaton Personal Investment Plan
1 Description of Plan
The following description of the Eaton Personal Investment Plan ("Plan") provides only general information. Participants should refer to the Plan document and summary plan description, which are available from the Company's Human Resources Department upon request, for a complete description of the Plan's provisions.
General:
Effective July 1, 1996, Eaton Corporation ("Company" or "Plan Sponsor") established the Plan. The Company is a subsidiary of Eaton Corporation plc ("Eaton"). On May 1, 1998, the Company amended the Plan and restated certain articles therein to qualify the Plan as a profit sharing plan under Section 401(a) of the Internal Revenue Code ("Code"), and include a cash or deferred arrangement that is intended to qualify under Section 401(k) of the Code. The Plan was amended and restated effective January 1, 2015. The Plan was further amended November 30, 2016.
Eligibility:
The Plan provides that all active and former union employees who belong(ed) to the unions listed in the Plan document, will be (were) eligible for membership in the Plan on the date at which the employee has (had) completed the specified probationary period, as stated in the applicable collective bargaining agreement.
Contributions:
Employee Contributions - Employees may make before-tax or after-tax contributions with maximum employee contribution percentages determined by the applicable collective bargaining agreement. Catch-up contributions are permitted in the Plan, allowing participants age 50 and older to defer an additional amount of their compensation, as prescribed by the Internal Revenue Code.
Employer Contributions (Matching) - Certain eligible participants of the Plan may receive a matching contribution of 50% up to 6% of their deferred compensation or 25% up to 6% of their deferred compensation, depending on the location.
Employer Contributions (Retirement) - Certain eligible participants of the Plan may receive a Company contribution as specified in the applicable collective bargaining agreement.
Contributions are subject to limitations on annual additions and other limitations imposed by the Internal Revenue Code, as defined in the Plan Document.
Rollover contributions from other plans are also accepted, provided certain specified conditions are met.
Participants' Accounts:
Each participant's account is credited with the participant's contributions, employer contributions, and an allocation of the Plan's earnings, and is charged with an allocation of applicable administrative expenses. Allocations, if any, are based on participant account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.
4
1 Description of Plan, Continued
Vesting:
All participants are 100% vested in elective deferrals, rollover contributions made to the Plan, and actual earnings thereon. Vesting in company contributions is subject to certain provisions as defined by the Plan.
Notes Receivable from Participants:
Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their account balance (excluding certain employer contributions), reduced by their highest outstanding loan balance during the preceding 12 months. Loan terms range from 1-5 years except for loans used for the purchase of a primary residence which may have a longer term. The loans are secured by the balance in the participant's account and bear interest at a rate based on the prime interest rate, as determined by the Plan Administrator. Principal and interest are paid through payroll deduction for active employees. Terminated employees are permitted to make loan payments directly to Fidelity. Loans are valued at unpaid principal plus accrued unpaid interest.
Hardship Withdrawals:
Hardship withdrawals are permitted in accordance with Internal Revenue Service guidelines.
Payment of Benefits:
Upon termination of service, retirement, death or total and permanent disability, a participant is eligible to receive a lump sum amount equal to the value of his or her account. A participant may choose to take partial withdrawals.
Investment Options:
Contributions may be invested in any of the fund options available under the Plan.
2 Summary of Significant Accounting Policies
Basis of Accounting:
The financial statements of the Plan are prepared on the accrual basis of accounting.
Investment Valuation and Income Recognition:
The Plan's trustee is Fidelity Management Trust Company, and the Plan's investments, excluding notes receivables from participants, were invested in the Eaton Savings Trust ("Master Trust"), which was established for the investment of assets of the Plan and the Eaton Savings Plan. The fair value of the Plan’s interest in the individual funds of the Master Trust is based on the value of the Plan’s interest in the fund as of January 1, 2002, plus actual contributions and allocated investment income (loss) less actual distributions.
5
2 Summary of Significant Accounting Policies, Continued
Investment Valuation and Income Recognition, Continued:
Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan year. Investments traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the average of the last reported bid and asked prices. Common/collective trust funds and separate accounts are valued at the redemption value of the units held at year-end. Participant transactions (purchases and sales) occur daily with no restrictions. The common/collective trust and separate accounts have varying investment strategies ranging from mirroring specific market indexes, asset allocation strategies, and bond performance. However, in high volume liquidation demand periods, the Trustee may, at their discretion, delay liquidation requests so that it is in the best interest of all participants in the fund. The Eaton Stable Value Fund invests primarily in investment contracts issued by insurance companies, banks or other financial institutions, including investment contracts backed by high-quality fixed income securities.
Investments held by a defined contribution plan are required to be reported at fair value, except for fully benefit-responsive investment contracts. Contract value is the relevant measure for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts, because contract value is the amount participants normally would receive if they were to initiate permitted transactions under the terms of the Plan.
Purchases and sales of securities are recorded on a trade-date basis.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Administrative Fees:
All administrative costs, management fees and expenses of the Plan are paid by the Trustee from the Master Trust unless such costs, fees and expenses are paid by the Company. The Company elected to pay certain administrative costs during 2016 and 2015 on behalf of the Plan. Certain transaction costs are paid by the participants.
Plan Termination:
The Company may amend, modify, suspend, or terminate the Plan. No amendment, modification, suspension, or termination of the Plan shall have the effect of providing that any amounts then held under the Plan may be used or diverted to any purpose other than for the exclusive benefit of members or their beneficiaries.
Risks and Uncertainties:
The Master Trust's investments, as listed in Footnote 4, have varying degrees of risk, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and such changes could materially affect the amounts reported in the Statement of Net Assets Available for Benefits.
6
2 Summary of Significant Accounting Policies, Continued
Subsequent Events:
Management evaluates events occurring subsequent to the date of the financial statements in determining the accounting for and disclosure of transactions and events that affect the financial statements.
Subsequent events have been evaluated through the report date, which is the date the financial statements were available to be issued.
Reclassifications:
Certain prior year amounts have been reclassified to conform with the current year's presentation.
3 Tax Status
On December 28, 2016, the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended; however, the Plan Administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the plan and recognize a tax liability if the Plan has taken uncertain tax positions that more-likely-than-not would not be sustained upon examination by applicable taxing authorities. The Plan Administrator has analyzed tax positions taken by the Plan and has concluded that, as of December 31, 2016, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. However, currently no audits for any tax periods are in progress.
4 Investments
Fidelity Management Trust Company, Trustee and Recordkeeper of the Plan, holds the Plan's investment assets and executes investment transactions, and all investment assets of the Plan are pooled for investment purposes in the Master Trust.
7
4 Investments, Continued
The following table presents the assets of the Master Trust at December 31:
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2016
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2015
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Registered investment companies
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$ 2,147,156,916
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|
$ 2,123,234,689
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Common collective trusts
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1,234,573,814
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1,086,882,317
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Eaton ordinary shares
|
991,444,472
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|
918,532,429
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|
Guaranteed investment contracts
|
393,052,117
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|
366,552,873
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U.S. government securities
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128,309,559
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116,112,425
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Interest bearing cash
|
51,780,139
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|
43,312,566
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Corporate debt instruments
|
40,113,258
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30,302,562
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Receivables
|
2,475,402
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1,962,969
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Non interest bearing cash
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517,184
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|
618,912
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Liabilities
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(2,097,375)
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(1,655,233)
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Total Investments
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$ 4,987,325,486
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$ 4,685,856,509
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As of December 31, the Plan had a 3.1% (2016) and 3.2% (2015) interest in the assets of the Master Trust.
Investment income and administrative expenses relating to the Master Trust are allocated to the individual plans based upon the average balance invested by each Plan in each of the individual funds of the Master Trust. A summary of the net change in the Master Trust activity, allocated to the participating plans for the year ended December 31, is as follows:
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2016
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2015
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Interest and dividend income
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$ 121,008,247
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$ 140,110,704
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Net appreciation (depreciation) in fair value
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457,902,003
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(367,594,803)
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Fees and expenses
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(259,721)
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(427,669)
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Net transfers in (out)
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(277,181,552)
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(243,625,785)
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$ 301,468,977
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$ (471,537,553)
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At December 31, 2016 and 2015, respectively, the Eaton Fixed Income Fund was comprised of U.S. government securities (75% and 77%), corporate debt instruments (23% and 20%), interest bearing and non interest bearing cash (1% and 2%), and other investments (1% and 1%).
5 Party-in-Interest Transactions
Party-in-interest transactions included the investments in the ordinary shares of Eaton and the investment funds of the Trustee and the payments of administrative expenses by the Company. Such transactions are exempt from being prohibited transactions.
During 2016 and 2015, the Eaton Shares Fund received $37,369,907 and $39,107,448, respectively, in ordinary share dividends from Eaton, which were a return of capital.
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6 Benefit-Responsive Investment Fund
The Plan holds the Eaton Stable Value Fund, a fund co-managed by Standish Mellon Asset Management Company, LLC and Pacific Investment Management Company, LLC, that invests in benefit-responsive investment contracts. The fund is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The traditional guaranteed investment contract issuers are contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan and the synthetic contract issuers are contractually obligated to guarantee the payment of a specific interest rate to the Plan.
As described in Footnote 2, because the guaranteed investment contracts are fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the guaranteed investment contract. Contract value, as reported to the Plan by Standish Mellon and PIMCO, represents contributions made under the contracts, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
There are no reserves against contract value for credit risk of the contract issuer or otherwise. The crediting interest rate is based on a formula agreed upon with the issuer, but it may not be less than zero percent. Such interest rates are reviewed quarterly for resetting.
Certain events limit the ability of the Plan to transact at contract value with the issuers. The Plan Administrator does not believe that the occurrence of any such value event, which would limit the Plan's ability to transact at contract value with participants, is probable.
The issuer may terminate the contract for cause at any time.
7 Fair Value Measurements
In accordance with ASC 820, the Plan has categorized the financial instruments, based on the degree of subjectivity inherent in the valuation technique, into a fair value hierarchy of three levels, as follows:
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2016 and 2015.
Registered investment companies (mutual funds), Company stock funds and bond funds:
Valued at the net asset value ("NAV") of shares held by the Plan at year-end.
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7 Fair Value Measurements, Continued
Common collective trusts
:
Valued at the net unit value of units held by the trust at year-end. The unit value is determined by dividing the total value of fund assets by the total number of units of the Fund owned.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth by level on a recurring basis, within the fair value hierarchy, the Plan's investments at fair value as of December 31, 2016. There are no investments which fall under Level 3 of the hierarchy.
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Level 1
Fair Value
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Level 2
Fair Value
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Totals
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Registered investment companies
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$
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53,639,208
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$ -
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$
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53,639,208
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Common collective trusts
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-
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44,938,689
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44,938,689
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Company stock funds
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-
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12,343,298
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12,343,298
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Bond funds
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-
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6,194,365
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6,194,365
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Total investments at fair value
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$
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53,639,208
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$
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63,476,352
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$
|
117,115,560
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The following table sets forth by level on a recurring basis, within the fair value hierarchy, the Plan's investments at fair value as of December 31, 2015. There are no investments which fall under Level 3 of the hierarchy.
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Level 1
Fair Value
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Level 2
Fair Value
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Totals
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Registered investment companies:
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$
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53,132,120
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$ -
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$
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53,132,120
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Common collective trusts
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-
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42,025,452
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42,025,452
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Company stock funds
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-
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11,412,368
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11,412,368
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Bond funds
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-
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6,202,280
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6,202,280
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Total investments at fair value
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$
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53,132,120
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$
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59,640,100
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$
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112,772,220
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8 Recent Accounting Pronouncements
In May 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2015-07,
Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)
. ASU 2015-07 removes the requirement to include investments in the fair value hierarchy for which fair value is measured using the net asset value per share practical expedient under Accounting Standards Codification No. 820. ASU 2015-07 is effective for the Plan retrospectively for the year ending December 31, 2016 with early adoption permitted. The Plan adopted and Plan management has determined there is no impact from this pronouncement to its financial statements or disclosures.
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SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
Form 5500, Schedule H, Part IV, Line 4i
Eaton Personal Investment Plan
EIN 34-0196300
Plan Number 162
December 31, 2016
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(b)
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(c)
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Identity of Issue,
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Description of Investment Including
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(e)
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Borrower, Lessor,
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Maturity Date, Rate of Interest,
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(d)
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Current
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(a)
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or Similar Party
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Collateral, Par or Maturity Value
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Cost
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Value
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*
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Interest in Eaton Savings Trust Master Trust
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Master Trust
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N/A
|
$ 117,115,560
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*
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Interest in Eaton Stable Value Fund - See Footnote 1
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Guaranteed Investment Contract
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N/A
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37,465,446
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*
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Participant Loans
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4.0 - 9.25%; various maturity dates
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N/A
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5,299,047
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$ 159,880,053
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Footnote 1 - denotes contract value
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*
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Party-in-interest to the Plan.
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11