Company Information

Eaton to Acquire Powerware Corporation

Date: April 27, 2004

For Release: Immediately

Contact:
Gary Klasen, corporate media relations, (216) 523-4736
Charles Castano, Electrical Group media relations, (412) 893-3828


CLEVELAND, OHIO. Diversified industrial manufacturer Eaton Corporation (NYSE:ETN) announced April 27, that it has signed an agreement with Invensys PLC (LSE:ISYS) to purchase its power systems business, Powerware Corporation, for $560 million. The transaction is expected to close by the end of the second quarter, following regulatory review and the approval of Invensys shareholders.

Powerware Corporation is a global market leader in Uninterruptible Power Systems (UPS), DC Power products, and power quality services. The company had estimated revenues for the year ended March 31, 2004 of approximately $775 million. Its products, solutions and services have a wide range of commercial, industrial, governmental and institutional applications.

"The acquisition of Powerware will provide new products and solutions, along with strong brand recognition and expanded channels, for Eaton's global electrical business," said Alexander M. Cutler, Eaton chairman and chief executive officer.

Based in Raleigh, N.C., Powerware provides products and services that are utilized by computer manufacturers, industrial companies, government, telecommunications firms, medical institutions, data centers and other businesses. It offers a full line of UPS products (three-phase and single-phase) and DC power systems, power management software, remote monitoring, integration services and site support.

Randy Carson, Eaton senior vice president and group executive, Electrical, said, "Powerware will strengthen our ability to satisfy customers' increasing demand for assured up-time and productivity. Eaton will be able to provide customers with complete power reliability solutions spanning electrical distribution, back-up power generation, control and facility-wide monitoring and services."

Cutler added, "We expect the acquisition of Powerware to be accretive to our earnings starting in 2004. Accordingly, we are raising our full-year guidance for net income per share by $.05 to $3.70 to $3.85, and we are raising our guidance for operating earnings per share by $.10 to $3.85 to $4.00. The impact on 2005 is expected to be an increase in net income per share of $.19 and an increase in operating earnings per share of $.25."

About Eaton Corporation
Eaton Corporation is a diversified industrial manufacturer with 2003 sales of $8.1 billion. Eaton is a global leader in fluid power systems and services for industrial, mobile and aircraft equipment; electrical systems and components for power quality, distribution and control; automotive engine air management systems and powertrain controls for fuel economy; and intelligent drivetrain systems for fuel economy and safety in trucks. Eaton has 51,000 employees and sells products to customers in more than 100 countries. For more information, visit www.eaton.com.

About Invensys PLC
Invensys PLC is a global automation, controls and process solutions group. Its products, services, expertise and ongoing support enable intelligent systems to monitor and control processes in many different environments. With headquarters in London, Invensys operates in 60 countries, helping customers to improve their performance and profitability, building value for end users and shareholders alike. For more information, visit www.invensys.com.

Notices
This news release contains forward-looking statements concerning an agreement to acquire the power systems business of Invensys PLC. These statements should be used with caution. They are subject to various risks and uncertainties, many of which are outside the company's control. Factors that could cause actual results to differ materially from those in the forward-looking statements include adverse regulatory decisions, Invensys shareholder disapproval, or failure to satisfy other closing conditions. We do not assume any obligation to update these forward-looking statements.