Page 1
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended June 30, 1994
-------------
Commission file number 1-1396
------
Eaton Corporation
- -------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0196300
- -------------------------------------------------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
Eaton Center, Cleveland, Ohio 44114-2584
- -------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(216) 523-5000
- -------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the
past 90 days. Yes X
---
There were 76.3 million Common Shares outstanding as of
June 30, 1994.
Page 2
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Eaton Corporation
Condensed Consolidated Balance Sheets
June 30, December 31,
(Millions of dollars) 1994 1993
---- ----
ASSETS
Current assets
Cash $ 13 $ 32
Short-term investments 22 268
Accounts receivable 901 550
Inventories 665 434
Deferred income taxes and other
current assets 227 182
------ ------
1,828 1,466
Property, plant and equipment 1,421 1,188
Excess of cost over net assets of
businesses acquired 873 265
Deferred income taxes and other assets 560 349
------ ------
$4,682 $3,268
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt and current portion of
long-term debt $ 41 $ 124
Accounts payable and other
current liabilities 992 663
------ ------
1,033 787
Long-term debt 1,208 649
Postretirement benefits other than
pensions 570 509
Other long-term liabilities 343 218
Shareholders' equity 1,528 1,105
------ ------
$4,682 $3,268
====== ======
See accompanying notes.
<PAGE>
Page 3
Eaton Corporation
Statements of Consolidated Income
<TABLE>
Three Months Ended Six Months Ended
June 30 June 30
<CAPTION> ------------------ ------------------
(Millions of dollars except for per share data) 1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $1,545 $1,147 $2,916 $2,233
Costs and expenses
Cost of products sold 1,116 868 2,114 1,679
Selling and administrative expense 227 150 424 293
Research and development expense 55 39 105 76
------ ------ ------ ------
1,398 1,057 2,643 2,048
------ ------ ------ ------
Income from operations 147 90 273 185
Other income and (expense)
Interest expense (23) (19) (46) (41)
Interest income 1 2 3 4
Other income--net 7 2 12
------ ------ ------ ------
(22) (10) (41) (25)
------ ------ ------ ------
Income before income taxes 125 80 232 160
Income taxes 39 27 72 54
------ ------ ------ ------
Income before extraordinary item 86 53 160 106
Extraordinary item (3)
------ ------ ------ ------
Net income $ 86 $ 53 $ 160 $ 103
====== ====== ====== ======
Per Common Share
Income before extraordinary item $ 1.13 $ .77 $ 2.15 $ 1.53
Extraordinary item (.05)
------ ------ ------ ------
Net income $ 1.13 $ .77 $ 2.15 $ 1.48
====== ====== ====== ======
Cash dividends paid $ .30 $ .275 $ .60 $ .55
Average number of Common Shares outstanding
(in millions) 76.3 69.7 74.5 69.6
See accompanying notes.
</TABLE>
<PAGE>
Page 4
Eaton Corporation
Condensed Statements of Consolidated Cash Flows
Six Months Ended
June 30
------------------
(Millions of dollars) 1994 1993
---- ----
Operating activities
Income before extraordinary item $ 160 $ 106
Adjustments to reconcile to net cash
provided by operating activities
Depreciation and amortization 125 98
Changes in operating assets and
liabilities (112) 70
Other--net 56
------ ------
Net cash provided by operating activities 229 274
Investing activities
Acquisitions of businesses, net of cash acquired (1,097) (10)
Expenditures for property, plant and
equipment (90) (97)
Net change in short-term investments 246 (42)
Other--net 9 4
------ ------
Net cash used in investing activities (932) (145)
Financing activities
Long-term borrowings 753
Payments of long-term debt (290) (89)
Proceeds from sale of Common Shares 252
Proceeds from exercise of stock options
by employees 17 11
Cash dividends paid (45) (41)
Net change in short-term debt (3) (20)
------ ------
Net cash provided by (used in) financing activities 684 (139)
------ ------
Decrease in cash (19) (10)
Cash at beginning of year 32 30
------ ------
Cash at end of period $ 13 $ 20
====== ======
See accompanying notes.
<PAGE>
Page 5
The following notes are included in accordance with the requirements
of Regulation S-X and Form 10-Q:
Preparation of Financial Statements
- -----------------------------------
The condensed consolidated financial statements of Eaton Corporation
(Eaton or the Company) are unaudited. However, in the opinion of
management, all adjustments have been made which are necessary for a
fair presentation of financial position, results of operations and
cash flows for the stated periods. These financial statements should
be read in conjunction with the consolidated financial statements and
related notes included in the Company's 1993 Annual Report on Form
10-K.
Net Income per Common Share
- ---------------------------
Net income per Common Share is computed by dividing net income by the
average month-end number of shares outstanding during each period.
The dilutive effect of common stock equivalents is not material.
Inventories
- -----------
June 30, December 31,
(Millions of dollars) 1994 1993
---- ----
Raw materials and supplies $202 $144
Work in process and
finished goods 553 374
---- ----
Gross inventories at FIFO 755 518
Excess of current cost
over LIFO cost (90) (84)
---- ----
Net inventories at LIFO $665 $434
==== ====
Acquisition of DCBU
- -------------------
On January 31, 1994, the Company acquired the Distribution and
Control Business Unit (DCBU) of Westinghouse Electric Corporation for
a purchase price of $1.1 billion, plus the assumption of certain
liabilities. The purchase price is subject to adjustment based upon
changes in DCBU's adjusted net assets. DCBU, a leading North
American manufacturer of electrical distribution equipment and
industrial controls with 1993 sales of $1.1 billion, was combined
with Eaton's Industrial Control and Power Distribution Operations
(ICPDO), which market Cutler-Hammer products, to form a new
Cutler-Hammer business unit.
The acquisition has been accounted for as a purchase and,
accordingly, the statements of consolidated income include the
results of DCBU beginning February 1, 1994. The acquired assets and
liabilities were recorded at estimated fair values as determined by
Eaton's management based on information currently available and on
current assumptions as to future operations. The allocation of the
Page 6
purchase price to the acquired assets and liabilities is subject to
revision as a result of the final determination of appraised and
other fair values. The excess of cost over net assets acquired is
estimated to be $619 million and is being amortized over 40 years.
The unaudited pro forma results of operations for the first six
months of 1994 and 1993, as if Eaton and DCBU had been combined as of
the beginning of those years, follow. The pro forma results include
preliminary estimates and assumptions which Eaton's management
believes are reasonable. The pro forma results are not necessarily
indicative of the results which would have occurred if the business
combination had been in effect on the dates indicated, or which may
result in the future and do not include any cost savings or other
effects of the planned integration of DCBU and ICPDO.
Six Months Ended
June 30
------------------
(Millions of dollars) 1994 1993
---- ----
Net sales $3,001 $2,728
Income before
extraordinary item 155 103
Income before extraordinary
item per Common Share $2.08 $1.48
The purchase price of DCBU was financed through the liquidation of
$170 million of short-term investments, the sale in March of 3.8
million Common Shares to the public for net proceeds of $214 million,
the sale in April of $100 million of 6-3/8% notes due 1999 and $100
million of 7-5/8% debentures due 2024 and the balance in short-term
commercial paper. At June 30, 1994, the remaining balance of the
short-term commercial paper of $368 million is classified as
long-term debt on the balance sheet because the Company intends, and
has the ability under a five-year $500 million revolving credit
agreement, to refinance this debt on a long-term basis.
Concurrent with the sale of the 6-3/8% notes and 7-5/8% debentures,
the Company terminated and settled for cash interest rate swap
agreements with notional amounts totaling $200 million entered into
to hedge the sale of the notes and debentures. The gain on the
termination of the interest rate swap agreements is being amortized
to interest expense over the life of the notes and debentures and
effectively reduces the annual cost of the notes to 4.79% and the
debentures to 7.07%.
As a result of the sale of the Common Shares, notes and debentures,
and cash flow from operations, the Company canceled a $555 million
364-day revolving credit agreement and $55 million of a $555 million
five-year revolving credit agreement which had been entered into in
January 1994 to provide interim financing for the acquisition of
DCBU.
Page 7
Sale of Common Shares
- ---------------------
In January 1994, in a private placement, the Company sold 800,000
Common Shares for net proceeds of $38 million.
Restructuring Charge
- --------------------
Cost of products sold for the second quarter and first half of 1993
include a pretax charge of $9 million for the restructuring of
certain vehicle components operations in Europe. The charge reduced
operating profit of the Vehicle Components business segment.
Extraordinary Item
- ------------------
In March 1993, the Company called for redemption, in April 1993, the
$74 million outstanding balance of its 9% debentures. The
extraordinary loss on this redemption, including the write-off of
debt issue costs, was $5 million before income tax credits ($3
million after income tax credits, or $.05 per Common Share).
Summary Financial Information for Eaton ETN Offshore Ltd.
- ---------------------------------------------------------
Eaton ETN Offshore Ltd. (Eaton Offshore) was incorporated by Eaton
under the laws of Ontario, Canada, primarily for the purpose of
raising funds through the offering of debt securities in the United
States and making these funds available to Eaton and/or one or more
of Eaton's direct or indirect subsidiaries. All of the issued and
outstanding capital stock of Eaton Offshore is owned directly or
indirectly by Eaton. In addition, Eaton Offshore owns all of the
issued and outstanding capital stock of Eaton Yale Ltd. (Eaton Yale).
Eaton Yale is engaged principally in the manufacture of fasteners,
leaf spring assemblies and electrical and electronic controls.
Effective January 31, 1994, Eaton Yale acquired certain of the
Canadian operations of DCBU. On June 30, 1994, ownership of certain
other assets of DCBU were transferred to Eaton Yale from a subsidiary
of Eaton Corporation. Summary financial information for Eaton
Offshore and its consolidated subsidiaries is as follows:
Six Months Ended
June 30
-----------------
(Millions of dollars) 1994 1993
---- ----
Income statement data
Net sales $184 $159
Gross profit 30 24
Net income 8 8
Page 8
June 30, December 31,
(Millions of dollars) 1994 1993
---- ----
Balance sheet data
Current assets $247 $144
Net intercompany (payables)
receivables (55) 22
Noncurrent assets 92 81
Current liabilities 67 42
Noncurrent liabilities 111 109
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
- ---------------------
Sales, earnings and earnings per share for the second quarter and the
first six months of 1994 are the highest in the Company's history.
Net sales for the three months and six months ended June 30, 1994
increased 35% and 31% to $1.55 billion and $2.92 billion,
respectively, over the comparable periods in 1993. The improved
sales reflect the acquisition on January 31, 1994 of the Distribution
and Control Business Unit (DCBU) of Westinghouse Electric
Corporation, the results of which are included in the statements of
consolidated income beginning February 1, 1994. The sales increase
also reflects substantially improved sales of the Truck Components
product line due to the strong pace of North American factory sales
of heavy trucks. Each of the Company's remaining product lines also
had significant sales increases. The economic recovery that began in
the United Kingdom in the past year appears to be spreading to the
European continent. The Company expects it's European businesses to
benefit substantially as the recovery continues.
Income from operations increased to $147 million and $273 million in
the second quarter and first half of 1994, respectively, from $90
million and $185 million in the comparable periods in 1993. This
increase reflects the higher level of sales described above,
including the DCBU contribution, the results of ongoing cost
containment measures and inventory controls, efforts to maintain and
improve efficiency and productivity in the face of greatly increased
demand, and recent restructurings.
Interest expense of $23 million in the second quarter and $46 million
for the first six months of 1994 was up from $19 million and $41
million in the comparable periods in 1993. This increase reflects a
higher average borrowing level due to the issuance of $716
million of debt in 1994 to partially finance the acquisition of DCBU.
Other income (expense)--net of $0 for the second quarter and $2
million for the first half of 1994 decreased $7 million and $10 million,
respectively, from the comparable periods in 1993 primarily due to
adjustments for minority interests in the income of certain foreign
subsidiaries in 1993 and the sale of certain patent technology in
1993.
Net income rose 62% to $86 million and 55% to $160 million in the
Page 9
second quarter and the first six months of 1994, respectively, over
the comparable periods in 1993 largely due to increased sales and
other improvements in operating results discussed above. However,
net income per Common Share for the second quarter and first half of
1994 increased by a smaller percentage (47% and 45% for the second
quarter and first six months of 1994) due to the effect of additional
shares outstanding resulting from the sale of 5.8 million Common
Shares in the fourth quarter of 1993 and the first quarter of 1994,
the proceeds of which were used primarily to partially finance the
acquisition of DCBU and to fund the redemption in January 1994 of the
$89 million outstanding balance of the 8.5% debentures.
Results of the Company's Vehicle Components segment are summarized as
follows:
Three Months Ended
June 30
------------------
(Millions of dollars) 1994 1993
---- ----
Net sales
Truck Components $445 $394
Passenger Car Components 162 140
Off-Highway Vehicle
Components 103 80
---- ----
$710 $614
==== ====
Operating profit $ 88 $ 59
==== ====
Six Months Ended
June 30
-----------------
1994 1993
---- ----
Net sales
Truck Components $ 875 $ 753
Passenger Car Components 310 283
Off-Highway Vehicle
Components 203 161
------ ------
$1,388 $1,197
====== ======
Operating profit $ 177 $ 129
====== ======
The Vehicle Components segment experienced significant growth in
sales, which rose 16% in both the second quarter and the first six
months of 1994 over the results for the comparable periods of 1993.
This growth was primarily due to substantially higher sales of the
Truck Components product line which increased 13% and 16% in the
second quarter and first half of 1994, respectively, over the same
periods in 1993. This increase was the result of the continuing
strong pace of North American factory sales of heavy trucks which are
running at an annualized rate of 212,000 units in the second quarter of
Page 10
1994. This annualized rate is on track to reach or exceed the record
levels of 1979. Order backlogs for heavy trucks have reached an
all-time high of 150,000 units. Sales of Truck Components also
increased due to higher sales of components for sport utility
vehicles and light trucks, production of which increased 17% to 1.4
million units in the United States in the second quarter of 1994.
This segment has also been favorably impacted by the increased
industry sales of passenger cars in the United States in the second
quarter of 1994 which rose nearly 8% to 1.8 million units over the
comparable quarter of 1993.
Operating profit for the Vehicle Components segment was strong,
rising 49% and 37% for the second quarter and first half of 1994,
respectively, over the comparable periods of 1993. The increased
profits were attributable largely to improved sales levels.
Additionally, improved profits reflect the result of continuing
stringent cost containment efforts as well as the economies achieved
through restructurings of certain businesses which have better
positioned operations to benefit from further growth and market
opportunities in global vehicle markets. The restructuring of
certain Vehicle Components operations in Europe reduced operating
profit by $9 million for the second quarter and first half of 1993.
Several factors give the Company reason for a positive outlook
concerning the growth of the Vehicle Components segment. Some
include: positive United States economic trends of relatively low
interest rates and low inflation, increased consumer preference for
vans and sport utility vehicles and the Company's efforts to
penetrate target markets around the world.
Eaton has significant market shares in the United States in heavy
truck transmissions, axles and brakes, and, as a result, the Company
benefits from any trend which results in greater demand for trucks.
Since truck components sales provide over one fourth of Company
sales, truck market trends are vital. Over the past ten years,
United States manufacturers have made greater use of trucks. Because
the country's manufacturing economy grew at over twice the pace of
the general economy, these uses have had a strong ripple effect on
heavy truck sales as 70% of manufactured goods travel by truck.
An equally positive trend affects another vehicle business -
passenger cars and light trucks. Industry sales in the United States
have been increasing since 1991. The biggest percentage increase has
been in the sale of light trucks, which includes vans and sport
utility vehicles, where the Company supplies parts which can equal
hundreds of dollars per vehicle. This market is dominated by the
United States Big Three automobile manufacturers, the Company's
traditional customer base. Passenger cars are important to the
Company as it has product content on many models. The continuing
need of automotive manufacturers to gain more fuel economy and
improve emission controls means more engine valve and hydraulic
lifter sales for the Company.
Page 11
Results of the Company's Electrical and Electronic Controls segment
are as follows:
Three Months Ended
June 30
------------------
(Millions of dollars) 1994 1993
---- ----
Net sales
Industrial and Commercial
Controls $477 $194
Automotive and Appliance
Controls 210 190
Specialty Controls 116 91
---- ----
$803 $475
==== ====
Operating profit $ 64 $ 38
==== ====
Six Months Ended
June 30
------------------
1994 1993
---- ----
Net sales
Industrial and Commercial
Controls $ 841 $371
Automotive and Appliance
Controls 410 388
Specialty Controls 217 167
------ ----
$1,468 $926
====== ====
Operating profit $ 106 $ 67
====== ====
Sales for the Electrical and Electronic Controls segment showed
significant improvement, rising 69% in the second quarter and 59% in
the first six months of 1994 over the results for the comparable
periods of 1993. This increase is largely due to the acquisition of
the former Westinghouse Distribution and Control Business Unit
(DCBU). The Electrical and Electronic Controls segment now
represents more than one-half of the Company's total sales.
Because domestic new home construction in the second quarter of 1994
was the strongest since 1988, contracts for new commercial
construction are at their highest level and the industrial machinery
market has risen 12% on a year-to-year basis, several of the
Cutler-Hammer product lines have benefited. In addition, the market for
large appliances had significant strengthening and is at record
levels.
The sales increase was also the result of increased market purchases
of industrial control and power distribution equipment and from
robust sales of semiconductor equipment. As semiconductor
manufacturers continue to invest to meet increased demand, the market
Page 12
for ion implanters has surged. The Company's market leadership has
permitted Eaton to benefit substantially from the industry's growth.
Operating profit for the Electrical and Electronic Controls segment
was up 68% in the second quarter and 58% for the first half of 1994
over the same periods in 1993. This improvement resulted from higher
sales, including the DCBU contribution, as well as improved results
of the Specialty Controls product lines, primarily semiconductor
equipment. The profits of this segment continue to benefit from
continuing stringent cost containment efforts as well as from
economies achieved through restructurings of certain businesses to
benefit from further growth and market opportunities in global
controls markets.
The combination of DCBU with the Company's existing Industrial
Control and Power Distribution Operations (ICPDO) strengthened the
Company's competitive position and will provide the opportunity for
significant cost savings resulting from the complementary fit of the
two businesses. The combined operations have a total of 97 plants
and warehouses. Substantial efficiencies are beginning to be
experienced due to the combination of the two operations. The
Company has a comprehensive integration plan which is focused on the
rationalization of product lines and manufacturing operations, the
integration of sales and distribution functions and the reduction of
administrative expenses. The plan includes plant closures over the
next few years to eliminate over-capacity. In 1994, the Company is
closing sixteen facilities and relocating several product lines
affecting approximately 2,000 employees. The cost of the
consolidation program for ICPDO locations was accrued in 1993 and
included in Eaton's $55 million pretax integration charge. For DCBU
locations, such costs will be considered in the allocation of the
purchase price of DCBU.
The acquisition of DCBU has substantially bolstered the prospects for
the Company's Electrical and Electronic Controls segment. With this
acquisition, the segment is expected to account for approximately 55%
to 60% of the Company's annual sales. Also, the resurgence of the
housing industry, which had been trending upwards since mid-1990,
provided strength to this segment. Continuing strength in future
quarters is expected. Although interest rates are trending higher,
rising consumer confidence has improved the outlook in the United
States.
Results of the Company's Defense Systems segment are as follows:
Three Months Ended
June 30
------------------
(Millions of dollars) 1994 1993
---- ----
Net sales $ 32 $ 58
Operating profit (2) -0-
Page 13
Six Months Ended
June 30
----------------
(Millions of dollars) 1994 1993
---- ----
Net sales $ 60 $110
Operating profit (2) 1
Changes in Financial Condition
- ------------------------------
The Company's financial condition remained strong during the first
half of 1994. The current ratio was 1.8 at June 30, 1994 compared to
1.9 at December 31, 1993. Net working capital increased to $795
million at June 30 from $679 million at the end of 1993.
The reduction of $246 million in short-term investments at June 30,
1994 from December 31, 1993 is primarily the result of the
liquidation of $170 million to partially fund the acquisition of DCBU
and the redemption in January of the $89 million outstanding balance
of the 8.5% debentures which was funded by the issuance of 1.3
million Common shares in the fourth quarter of 1993 and 800,000
Common Shares in January 1994.
Accounts receivable increased by $351 million at June 30, 1994 from
the end of 1993 largely due to the acquisition of DCBU and increased
sales levels. The acquisition of DCBU was also the principal cause
of the substantial increases in inventories, excess of cost over net
assets of businesses acquired, other noncurrent assets, and other
current and long-term liabilities at June 30, 1994 compared to the
end of 1993.
Total debt, consisting of short-term, long-term and the current
portion of long-term debt, increased to $1.249 billion at June 30,
1994 from $773 million at the end of 1993, primarily due to debt
issued to finance the acquisition of DCBU as discussed under
"Acquisition of DCBU" in this report. The increase in total debt in
the first half of 1994 was net of the redemption in January of the
$89 million outstanding balance of the 8.5% debentures.
Net cash provided by operating activities was $229 million for the
first half of 1994 compared to $274 million for the first half of
1993. The improvement in cash flow resulting from increased net
income and other items was more than offset by cash requirements to
fund increased working capital, primarily the substantial increase in
accounts receivable caused by the higher level of sales reported in
the first half of 1994. Net cash provided by operating activities in
the first half of 1994, supplemented both by the liquidation of the
$246 million of short-term investments and the $753 million of
short-term commercial paper and other borrowings, and the sale of
Common Shares for $269 million were used to fund the $1.1 billion
purchase price of DCBU, capital expenditures, cash dividends and the
repayment of $290 million of debt, which included the 8.5%
debentures.
Page 14
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on April
27, 1994 at which security holders: (a) re-elected five
directors and elected two new directors, (b) amended the
Company's Articles of Incorporation to increase the number of
authorized Eaton Common Shares from 150 million to 300 million,
(c) ratified the appointment of the accounting firm of Ernst &
Young as the Company's independent auditors for 1994, and (d)
defeated a shareholder proposal requesting that Eaton prepare a
report relating to a possible conversion of the Company's
remaining military production to commercial production.
Results of the voting in connection with each issue were as
follows:
Voting on Directors:
- --------------------
For Withheld Total
--- -------- -----
A. M. Cutler 62,229,724 959,317 63,189,041
P. B. Davis 62,219,640 969,401 63,189,041
S. R. Hardis 62,262,517 926,524 63,189,041
H. G. Pattillo 62,257,016 932,025 63,189,041
V. A. Pelson 62,229,777 959,264 63,189,041
G. L. Tooker 62,253,290 935,751 63,189,041
H. T. Yang 62,190,125 998,916 63,189,041
Restated Articles of Incorporation:
- -----------------------------------
In Favor - 56,259,326
Against - 6,405,729
Abstain - 523,986
----------
Total 63,189,041
Ratification of Independent Auditors:
- -------------------------------------
In Favor - 61,890,236
Against - 1,087,558
Abstain - 211,247
----------
Total 63,189,041
Conversion of Military Production:
- ----------------------------------
In Favor - 5,413,527
Against - 51,821,513
Abstain - 2,869,295
Broker Non-
Votes - 3,084,706
----------
Total 63,189,041
Page 15
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - See Exhibit Index attached.
(b) Reports on Form 8-K.
During the three months ended June 30, 1994, the following
report on Form 8-K was filed by the Company:
Date of Report Items Reported Description
- -------------- -------------- -----------
May 19, 1994 5, 7 Amended Articles of
Incorporation
Page 16
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Eaton Corporation
-----------------
Registrant
Date: August 9, 1994 Stephen R. Hardis
----------------------------
Vice Chairman and Chief
Financial and Administrative
Officer (Principal Financial
Officer)
Page 1
EATON CORPORATION
EXHIBIT INDEX
Regulation S-K,
Item 601 - Exhibit
Reference Number Exhibit
- ---------------- -------
4 Pursuant to Regulation S-K
Item 601 (b)(4), the Company
agrees to furnish to the
Commission, upon request, a copy
of the instruments defining
the rights of holders of long-term
debt of the Company and its
subsidiaries.
11 Computations of net income per
Common Share can be determined from
the Statements of Consolidated Income
on page 3 and the footnote "Net Income
per Common Share" on page 5.
