FORM 11-K
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
     
þ   Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee required)
For the fiscal year ended December 31, 2008
Or
     
o   Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required)
For the transition period from                      to                     
Commission file number                                         
A.   Full title of the plan and the address of the plan, if different from that of the issuer named below:
Eaton Personal Investment Plan
B.   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Eaton Corporation
1111 Superior Avenue
Cleveland, Ohio 44114-2584
SIGNATURES
          The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    (Name of Plan)    
    EATON PERSONAL INVESTMENT PLAN    
 
           
Date: June 18, 2009
  By:   Eaton Corporation Pension    
 
      Administration Committee    
 
           
 
  By:   /s/ B. K. Rawot    
 
     
 
B. K. Rawot
   
 
      Senior Vice President and Controller    
 
      Eaton Corporation    
 
 

 


Table of Contents

EATON PERSONAL INVESTMENT PLAN
FINANCIAL STATEMENTS
WITH
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
December 31, 2008

 


 

INDEX
     
    Page
   
 
   
Financial Statements:
   
 
  2
 
  3
 
  4 - 13
 
   
Supplemental Schedule:
   
 
  14

 


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Pension Administration Committee and the
Pension Investment Committee — Eaton Corporation
We have audited the accompanying Statement of Net Assets Available for Benefits of the EATON PERSONAL INVESTMENT PLAN as of December 31, 2008 and 2007 and the related Statement of Changes in Net Assets Available for Benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis of designing audit procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
During 2008, the Plan adopted Statement of Accounting Standards (“SFAS”) 157, “Fair Value Measurements.”
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Eaton Personal Investment Plan as of December 31, 2008 and 2007, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2008, is presented for the purposes of additional analysis and is not a required part of the financial statements but is supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ MEADEN & MOORE, LTD.
Certified Public Accountants
June 18, 2009
Cleveland, Ohio

 


Table of Contents

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
Eaton Personal Investment Plan
                 
    December 31  
    2008     2007  
ASSETS
               
Receivable — Employer contributions
  $     $ 21,635  
Receivable — Employee contributions
          90,217  
Receivable — Interest
          3,867  
 
           
 
               
Total Receivables
          115,719  
 
               
Investments:
               
Plan interest in Eaton Employee Savings Trust
    58,723,816       91,548,526  
Plan interest in Eaton Employee Savings Trust — Eaton Stable Value Fund
    8,256,608       4,693,963  
 
           
 
               
Total Master Trust Investments
    66,980,424       96,242,489  
Participant Loans
    2,453,492       2,654,649  
 
           
 
               
Total Investments
    69,433,916       98,897,138  
 
           
 
               
Net Assets Available for Benefits at Fair Value
    69,433,916       99,012,857  
 
               
Adjustment from fair value to contract value for fully benefit-responsive investment contract
    99,563       (28,916 )
 
           
 
               
Net Assets Available for Benefits
  $ 69,533,479     $ 98,983,941  
 
           
See accompanying notes.

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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Eaton Personal Investment Plan
                 
    Year Ended December 31  
    2008     2007  
Additions to Net Assets Attributed to:
               
Contributions:
               
Employer
  $ 546,351     $ 548,236  
Employee
    4,738,073       4,858,160  
Rollover
    651,232       667,249  
 
           
 
    5,935,656       6,073,645  
 
Plan interest in Eaton Employee Savings Trust investment gain
          9,125,640  
Interest and dividend income
    205,740       211,163  
 
           
 
               
Total Additions before Transfers
    6,141,396       15,410,448  
 
Transfers from other plans
    23,899       6,355,356  
 
           
 
Total Additions
    6,165,295       21,765,804  
 
               
Deductions from Net Assets Attributed to:
               
Plan interest in Eaton Employee Savings Trust investment loss
    23,228,220        
Benefits paid to participants
    12,139,810       15,045,272  
Administrative expenses
    31,087       35,516  
 
           
 
               
Total Deductions before Transfers
    35,399,117       15,080,788  
 
               
Transfers to other plans
    216,640       606,443  
 
           
 
               
Total Deductions
    35,615,757       15,687,231  
 
           
 
               
Net Increase/(Decrease)
    (29,450,462 )     6,078,573  
 
               
Net Assets Available for Benefits:
               
Beginning of Year
    98,983,941       92,905,368  
 
           
 
               
End of Year
  $ 69,533,479     $ 98,983,941  
 
           
See accompanying notes.

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Table of Contents

NOTES TO FINANCIAL STATEMENTS
Eaton Personal Investment Plan
1   Description of Plan
 
    The following description of The Eaton Personal Investment Plan (“the Plan”) provides only general information. Participants should refer to the Plan document and summary plan description, which is 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 (the Company, or the Plan Sponsor) established the Plan. 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 (the Code), and include a cash or deferred arrangement that is intended to qualify under Section 401(k) of the Code. Effective January 1, 2002, the Plan was amended and restated and renamed the Eaton Personal Investment Plan.
 
    Eligibility:
 
    The Plan provides that all union employees that belong to IAM Local 78 and IAM Local 1061, Milwaukee, Wisconsin; USWA Local 7509, Shelbyville, Tennessee; UAW Local 164, Auburn, Indiana; Metal Processors Union IUAP and NW AFL-CIO Local 16, Rochelle, Illinois; UAW Local 220, Marshall, Michigan; IAM and Aerospace Workers, Local 77, Eden Prairie, Minnesota; Beaver Salaried Employees Association and IBEW, AFL-CIO, Local 201, Beaver, Pennsylvania; IBEW, AFL-CIO, Local 1833, Horseheads, New York; UAW Local 1609, Winamac, Indiana; UPIU Local 7171 & Local 7565, Omaha, Nebraska; IAMAW Local 725, Los Angeles, California; IAM Local 70, Hutchinson, Kansas; UPIU Local 7967, Cleveland, Ohio; UAW Local 1966 and UAW Local 475, Jackson, Michigan; IUE Local 792, Jackson, Mississippi; IAMAW Local 2528, Hohenwald, Tennessee; PACE — Local 7433, Saginaw, Michigan; UAW Local 1404, Columbia City, Indiana; IAM Lodge 1165, Lincoln, Illinois; United Employees Union, Elizabeth, New Jersey; Eagle American Shop Union, Warwick, RI; International Association of Machinists and Aerospace Workers, AFL-CIO, Portage, MI; and UAW Local 2262, Euclid, OH, will be eligible for membership in the Plan on the date at which the employee has 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.

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NOTES TO FINANCIAL STATEMENTS
Eaton Personal Investment Plan
1   Description of Plan, Continued
 
    Contributions, Continued:
 
    Employer Contributions — Certain eligible participants of the Plan may receive a Company matching contribution of 50% up to 6% of their compensation or 25% up to 6% of their compensation, depending on the location. Eligible participants may also receive a profit-sharing contribution, depending on the location. The Company matching contribution will be suspended for the Beaver, Pennsylvania, and Horseheads, New York locations effective with the first full pay period beginning after July 17, 2009.
 
    Contributions are subject to limitations on annual additions and other limitations imposed by the Internal Revenue Code as defined in the Plan agreement.
 
    Rollover contributions from other Plans are also accepted, providing certain specified conditions are met.
 
    Participants’ Accounts:
 
    Each participant’s account is credited with the participant’s contributions, Company matching contributions, and an allocation of the Plan’s earnings and is charged with an allocation of administrative expenses. Allocations 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.
 
    Vesting:
 
    All participants are 100% vested, subject to certain provisions as defined by the Plan, in elective deferrals, company contributions, and rollover contributions made to the Plan, and actual earnings thereon.
 
    Participants’ Loans:
 
    Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their account balance, 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. 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 Trustee. Principal and interest are paid through payroll deduction.
 
    Hardship Withdrawals:
 
    Hardship withdrawals are permitted in accordance with Internal Revenue Service guidelines.

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NOTES TO FINANCIAL STATEMENTS
Eaton Personal Investment Plan
1   Description of Plan, Continued
 
    Investment Options:
 
    Employee 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 Eaton Personal Investment Plan (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 participant loans, were invested in the Eaton Employee 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.
 
    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 pooled separate accounts are valued at the redemption value of the units held at year-end. Participant loans are valued at cost, which approximates fair value. The Eaton Stable Value Fund invests primarily in investment contracts issued by insurance companies, banks or other financial institution, including investment contracts backed by high-quality fixed income securities.
 
    As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute 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 would receive if they were to initiate permitted transactions under the terms of the Plan. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

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NOTES TO FINANCIAL STATEMENTS
Eaton Personal Investment Plan
2   Summary of Significant Accounting Policies, Continued
 
    Investment Valuation and Income Recognition, Continued:
 
    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 2008 and 2007 on behalf of the Plan. Certain transaction costs are paid by employees.
 
    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.
 
    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 include investments, as listed in Footnote 4, with 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 Plan benefits.

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NOTES TO FINANCIAL STATEMENTS
Eaton Personal Investment Plan
3   Tax Status
 
    On May 16, 2003, 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.
 
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, except for participant loans, are pooled for investment purposes in the Master Trust.

A summary of the assets of the Master Trust is as follows:
                 
    2008     2007  
Registered investment companies
  $ 947,981,290     $ 1,590,817,582  
Eaton common shares
    458,101,411       734,478,885  
Guaranteed investment contracts
    119,563,824       89,991,700  
Common collective trusts
    201,747,771       198,648,938  
U.S. government securities
    96,371,693       86,483,398  
Corporate debt instruments
    54,137,923       84,501,583  
Interest-bearing cash
    45,304,644       45,756,058  
Non interest-bearing cash
          170,187  
Receivables
    11,755,944       17,426,800  
Adjustment from fair value to contract value for fully benefit-responsive investment contract
    1,632,175       (642,584 )
 
           
Total Investments
  $ 1,936,596,675     $ 2,847,632,547  
 
           
    The Plan had a 3.5% and 3.4% interest in the assets of the Master Trust as of December 31, 2008 and 2007, respectively.
 
    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 Master Trust’s net investment income allocated to the participating Plans for the year ended December 31, 2008 and 2007, is as follows:

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NOTES TO FINANCIAL STATEMENTS
Eaton Personal Investment Plan
4   Investments, Continued
                 
    2008     2007  
Interest and dividend income
  $ 64,413,793     $ 121,364,611  
Net Appreciation in Fair Value of Investments:
               
Eaton Common Shares Fund
    (382,587,625 )     181,521,540  
Registered investment companies
    (569,071,173 )     31,336,704  
Eaton Fixed Income Fund
    3,896,751       10,465,809  
 
           
 
  $ (883,348,254 )   $ 344,688,664  
 
           
    At December 31, 2008 and 2007, respectively, the Eaton Fixed Income Fund was comprised of U.S. government securities (57% and 47%), corporate debt instruments (32% and 46%), interest-bearing and non interest-bearing cash (6% and 7%), and other investments (5% and 0%).
 
    The Master Trust funds are invested in various investments through the Fidelity Management Trust Company. Investments which constitute more than 5% of the Master Trust’s net assets are:
                 
    2008   2007
Fidelity Contrafund
  $ 110,825,820     $ 186,509,853  
Eaton Stable Value Fund
  $ 137,217,538       N/A  
EB Money Market Fund
  $ 177,522,862     $ 184,288,151  
Vanguard Institutional Index
  $ 115,777,490     $ 202,601,079  
Eaton Fixed Income Fund
  $ 169,955,591     $ 184,178,086  
Eaton Common Shares Fund ( unitized fund consisting of Eaton Shares and cash)
  $ 466,831,646     $ 751,827,178  
5   Party-in-Interest Transactions
 
    Party-in-interest transactions included the investments in the common stock 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 2008 and 2007, the Master Trust received $16,649,395 and $13,855,208, respectively, in common stock dividends from the Company.

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NOTES TO FINANCIAL STATEMENTS
Eaton Personal Investment Plan
6   Plan Transfers
 
    On August 31, 2007, the Argo Tech Corporation Hourly Employees’ Savings Plan was merged into the Eaton Personal Investment Plan. As a result, 401(k) balances totaling $6,115,887 were transferred into the Plan. In addition, a total of $239,466 in participant loans were transferred into the Eaton Personal Investment Plan as a result of this merger. The balance of the transfers relate to other Eaton plans.
 
7   Recently Issued Accounting Pronouncements
 
    In March 2008, the FASB issued SFAS 161, “Disclosure about Derivative Instruments and Hedging Activities”, which amends the disclosure requirements of SFAS 133. SFAS 161 requires increased disclosures about derivative instruments and hedging activities and their effects on an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years beginning after November 15, 2008, with early adoption permitted. SFAS 161 is not expected to have a material impact on the Plan’s financial statements.
 
    In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Account Standards (“SFAS”) 162, “The hierarchy of Generally Accepted Accounting Principles”, which is intended to improve financial reporting by identifying the sources of accounting principles and a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS 162 will be effected 60 days after U.S. Securities and Exchange Commission approves the Public Company Accounting Oversight Board’s amendments to AU section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. SFAS 162 is not expected to have a material impact on the Plan’s financial statements.
 
    In April 2009, the FASB issued three FASB Staff Positions, which provide additional guidance and enhance disclosures regarding fair value measurements and impairment of securities, FASB Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value Financial Instruments, FASB Staff Position No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, and FASB Staff Position No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. These staff positions 1) require that the fair value of all financial instruments be disclosed in both interim and annual reporting periods; 2) modify the criteria used to assess other-than-temporary impairments (OTTI) of debt securities and collectability of cash flows; 3) bifurcate the recognition of OTTI between earnings and other comprehensive income; 4) require expanded and more frequent disclosures about OTTI; 5) permit adjustments to estimated fair values when, due to significant decrease in the volume and level of market activity or evidence that a market is not orderly, the valuation technique does not fairly present the price at which willing market participants would transact at the measurement date; and 6) require disclosure about inputs and valuation techniques used to measure fair value for both interim and annual reporting periods. The staff positions are effective for interim reporting periods ending after June 15, 2009, with early adoption permitted. The sponsor has not determined the effect of adopting the staff positions on the net assets available for benefits and changes in those net assets.

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NOTES TO FINANCIAL STATEMENTS
Eaton Personal Investment Plan
8   Benefit-Responsive Investment Contract
 
    The Plan holds an interest in a benefit-responsive investment contract with Vanguard in the Eaton Stable Value Fund. Vanguard maintains the contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The guaranteed investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.
 
    As described in Note 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 Vanguard, 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.
 
    The average market yield of the Fund for 2008 and 2007 was 4.64% and 4.68%, respectively. This yield is calculated based on actual investment income from the underlying investments for the last month of the year, annualized and divided by the fair value of the investment portfolio on the report date. The average yield of the Fund with an adjustment to reflect the actual interest rate credited to participants in the Fund was 3.82% and 4.69%, respectively.
 
    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 on a quarterly basis for resetting.
 
    The fair value is based on various valuation approaches dependent on the underlying investments of the contract.
 
    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.

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NOTES TO FINANCIAL STATEMENTS
Eaton Personal Investment Plan
9   Fair Value Measurements
 
    In the first quarter 2008, we adopted SFAS 157, “Fair Value Measurements,” which became effective on January 1, 2008. SFAS 157, which applies to financial assets and liabilities, establishes a framework for measuring fair value, establishes a fair value hierarchy based on inputs used to measure fair value, and expands disclosure about fair value measurements. Adopting this statement has not had an effect on our financial condition, cash flows, or results of operations.
 
    In accordance with SFAS 157, we have categorized our 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.
    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, 2008 and 2007.
 
    Registered investment companies (mutual funds), and separate accounts: Valued at the net asset value (NAV) of shares held by the Plan at year end. Separate accounts may include U.S. government securities and corporate debt securities.
 
    Common collective trusts: Valued at the net unit value of units held by the trust at year end. The unit value determined by the Total Value of fund Assets divided by the Total Number of Units of the Fund owned.
 
    Participant loans: Valued at amortized cost, which approximates fair value.
 
    Guaranteed investment contract: Valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer.
 
    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.

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NOTES TO FINANCIAL STATEMENTS
Eaton Personal Investment Plan
9   Fair Value Measurements, Continued
 
    The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2008:
                                 
    Level 1     Level 2     Level 3        
    Fair Value     Fair Value     Fair Value     Totals  
Registered investment companies
  $ 27,087,422     $     $     $ 27,087,422  
Guaranteed investment contracts
          8,256,608             8,256,608  
Common collective trusts
          13,735,992             13,735,992  
Separate accounts
          17,900,402             17,900,402  
Participant loans
                2,453,492       2,453,492  
 
                       
Totals
  $ 27,087,422     $ 39,893,002     $ 2,453,492     $ 69,433,916  
 
                       
    The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended December 31, 2008:
         
    Participant  
    Loans  
Balance, beginning of year
  $ 2,654,649  
Purchases, sales, issuances and settlements (net)
    (201,157 )
 
     
Balance, end of year
  $ 2,453,492  
 
     

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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, 2008
                     
    (b)   ( c )          
    Identity of Issue,   Description of Investment Including       (e)  
    Borrower, Lessor,   Maturity Date, Rate of Interest,   (d)   Current  
(a)   or Similar Party   Collateral, Par or Maturity Value   Cost   Value  
*
  Interest in Eaton Employee Savings Trust Master Trust   Master Trust   N/A   $ 58,723,816  
*
  Interest in Eaton Stable Value Fund-Footnote 1   Guaranteed Investment Contract   N/A     8,356,171  
*
  Participant Loans   4%-10.5%, various maturity dates   N/A     2,453,492  
 
                 
 
              $ 69,533,479  
 
                 
 
                     
Footnote 1-denotes contract value                
   
*
  Party-in-interest to the Plan.                

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Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-150637, Form S-8 No. 333-77243, Form S-8 No. 333-03599, and Form S-8 No. 333-104367) pertaining to the Eaton Personal Investment Plan of our report dated June 18, 2009, with respect to the financial statements of the Eaton Personal Investment Plan included in this Annual Report (Form 11-K) for the years ended December 31, 2008 and 2007.
Meaden & Moore, Ltd
/s/ Meaden & Moore, Ltd
Cleveland, Ohio
June 18, 2009