SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2004
EATON CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 1-1396 34-0196300
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(State or other (Commission (I.R.S.Employer
jurisdiction of File Number) Identification No.)
incorporation)
Eaton Center
Cleveland, Ohio 44114
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(Address of principal executive offices) (Zip Code)
(216) 523-5000
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(Registrant's telephone number, including area code)
Item 7.01. Regulation FD Disclosure.
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On September 13, 2004, Alexander M. Cutler, the registrant's Chairman
and Chief Executive Officer, addressed Morgan Stanley's CEOs Unplugged
Industrials Conference in Phoenix, Arizona. During the conference Mr. Cutler
reaffirmed, without modification, the registrant's 2004 earnings guidance as
previously released. The guidance forecasted net income per share for the third
quarter of 2004 to be between $1.00 and $1.10 and full year 2004 net income per
share to be between $3.85 and $4.00; operating earnings per share, which exclude
restructuring charges to integrate recent acquisitions, to be between $1.05 and
$1.15 in the third quarter of 2004, and between $4.00 and $4.15 for the full
year 2004; cash flow from operations to be between $950.0 million and $1.0
billion; and free cash flow, which excludes capital expenditures, to be between
$650.0 million and $ 700.0 million.
The preceding sentence includes forward-looking statements. These statements
should be used with caution and are subject to various risks and uncertainties,
many of which are outside the registrant's control. The following factors could
cause actual results to differ materially from those in the forward-looking
statements: unanticipated changes in the markets for the registrant's business
segments; unanticipated downturns in business relationships with customers or
their purchases from the registrant; competitive pressures on sales and pricing;
increases in the cost of material, energy and other production costs, or
unexpected costs that cannot be recouped in product pricing; the introduction of
competing technologies; unexpected technical or marketing difficulties;
unexpected claims, charges, litigation or dispute resolutions; acquisitions and
divestitures; new laws and governmental regulations; interest rate changes;
stock market fluctuations; and unanticipated deterioration of economic and
financial conditions in the United States and around the world. The registrant
does not assume any obligation to update these forward-looking statements.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Eaton Corporation
Date: September 13, 2004 /s/ R.H. Fearon
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R.H. Fearon
Executive Vice President -
Chief Financial and Planning
Officer