WEST KINGSTON, R.I. -- March 2, 2002 -- American Power Conversion Corporation (Nasdaq:APCC) (APC) today reported financial results for the first quarter 2002.

Revenues for the first quarter 2002 were $296.7 million, a decrease of 16 percent from $355.1 million for the first quarter 2001. Net income for the first quarter 2002 was $16.6 million or $.08 per share, down 39 percent from $27.2 million or $.14 per share in the first quarter 2001. The results for the first quarter 2002 include after-tax charges of $5.2 million or $.03 per share associated with recently announced downsizing actions, including employment terminations, facilities closings and related asset impairment. Excluding these charges, first quarter 2002 net income was $21.8 million or $.11 per share, down 20 percent from the first quarter 2001.

Additionally, during the first quarter, APC implemented an accounting reclassification as a result of EITF 00-14 and EITF 00-25, which require certain customer promotional payments previously classified as marketing expenses to be reclassified as a reduction of revenue. This reclassification has no impact on profit from operations, net income or earnings per share but does impact revenue and operating expenses. The first quarter results reflect the impact of this accounting change, which decreased both revenues and operating expenses by $4.0 million in the first quarter 2002 and $4.6 million in the first quarter 2001. Reclassified quarterly results for 2001 are being made available on APC's Web site at www.apc.com/corporate/investor/.

During the quarter, the Company also adopted Statement of Financial Accounting Standards 142 (SFAS 142), which requires that companies no longer amortize goodwill and other intangible assets with indefinite lives, but instead test for impairment at least annually or more frequently if impairment indicators arise. APC is currently evaluating its goodwill and other intangible assets with indefinite lives primarily associated with the large systems segment. Based on its preliminary analysis, the Company anticipates taking a non-cash charge in 2002 that could approximate the current goodwill balance of $50 million associated with large systems. The charge has no effect on the Company's operations or liquidity.

"During the first quarter, we continued to execute on our strategy to improve overall efficiencies while bringing to market innovative and ground-breaking products," said Rodger B. Dowdell, Jr., APC's president and CEO. "Most significantly, our introduction of PowerStruXure™ is revolutionizing how power infrastructure is implemented in the data center. This type of innovation is indicative of our commitment to establishing new standards in the markets in which we compete. With a solid foundation of global products and a strong financial position, we are uniquely positioned to continue setting new standards across our markets."

The Company's small systems business, which provides power protection, uninterruptible power supply (UPS) and management products for the PC, server and networking markets, represented approximately 82 percent of revenues in the first quarter and quarterly revenue for this segment was down 14 percent year-over-year. The large systems segment, consisting primarily of 3-phase UPS, DC-power systems and precision cooling products for data centers, facilities and communication applications, represented approximately 14 percent of revenues in the first quarter and quarterly revenues were down 38 percent year-over-year.

On a geographic basis, revenues in the Americas (North and Latin America) were down 24 percent on a year-over-year basis in the first quarter and represented 57 percent of quarterly revenues for the Company. Latin America posted a solid performance for the quarter, growing 24 percent versus the first quarter 2001. Revenues in Europe, the Middle East and Africa (EMEA) declined 1 percent year-over-year for the quarter and made up 25 percent of total company revenues in the quarter. Finally, Asia revenue was down 10 percent in the first quarter year-over-year and made up 18 percent of total company quarterly revenues. On a constant currency basis, EMEA revenue was up 2 percent and Asia was down 5 percent.

Business Outlook

"Information technology (IT) spending, particularly within the corporate environment, continues to lack signs of near term improvement," said Dowdell. "In light of this, our strategy going forward remains much the same. We will continue to be pro-active in product development, market expansion and pricing while working tirelessly to manage our costs."

Conference Call and Webcast

In conjunction with today's earnings announcement, APC management is hosting a conference call to discuss the Company's results as well as current expectations regarding future performance. This conference call will be held today, May 2, at 5:00 PM Eastern time and will be available live and archived, in its entirety, to the public via the Company's Web site at www.apc.com/corporate/investor/ or live by dialing 719-457-2661. A replay will be accessible via telephone at approximately 8:00 PM by dialing 719-457-0820 and entering the access code 757008 and will continue through May 10 at midnight Eastern Time.

Safe Harbor Provision

This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. All statements in this press release that do not describe historical facts, such as statements concerning the Company's future plans or prospects and those contained in the "Business Outlook" section of the press release, are forward-looking statements. All forward-looking statements are not guarantees and are subject to risks and uncertainties that could cause actual results to differ from those projected. The factors that could cause actual results to differ materially include the following: The impact of new accounting rules, including SFAS 142, and the possibility that the anticipated 2002 charges for goodwill may differ from the current approximation; the extent to which the Company is able to execute its planned job reductions and realize anticipated cost savings in resultant productivity and efficiency improvements; impact on order management and fulfillment, financial reporting and supply chain management processes as a result of the Company's implementation of Oracle 11i commenced in the first quarter 2001; APC's ability to successfully integrate and operate the product lines acquired from ARRIS; the impact on demand, component availability and pricing, and logistics that result from war, acts of terrorism or political instability; the timely development and acceptance of new products; ramp up, expansion and rationalization of global manufacturing capacity; the Company's ability to effectively align operating expenses and production capacity with the current demand environment; general worldwide economic conditions, and, in particular, the possibility that the PC and related markets decline more dramatically than currently anticipated; growth rates in the power protection industry and related industries, including but not limited to the PC, server, networking, telecommunications and enterprise hardware industries; competitive factors and pricing pressures; product mix changes and the potential negative impact on gross margins from such changes; changes in the seasonality of demand patterns; inventory risks due to shifts in market demand; component constraints, shortages and quality; risk of nonpayment of accounts receivable; the uncertainty of the litigation process including risk of an unexpected, unfavorable result of current or future litigation; risk of disruption to Asian manufacturing operations due to political instability; and the risks described from time to time in the Company's filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in Company expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

About American Power Conversion

Founded in 1981, American Power Conversion (Nasdaq: APCC) (APC) is a leading provider of global, end-to-end infrastructure availability solutions. APC's comprehensive products and services offering, which is designed for both home and corporate environments, improves the availability, manageability and performance of sensitive electronic, network, communication and industrial equipment of all sizes. APC, which is headquartered in West Kingston, Rhode Island, reported sales of $1.43 billion for the year ended December 31, 2001 and is a Fortune 1000 and S&P 500 company.

All trademarks are the property of their owners. Additional information about APC and its global end-to-end solutions can be found at www.apc.com or by calling 800-877-4080.

For more information contact:
Donald M. Muir, chief financial officer, 401-789-5735, ext. 2105
Deborah K. Grey, investor relations manager, 401-789-5735, ext. 2994, debbie.grey@apcc.com

AMERICAN POWER CONVERSION CORPORATION & SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS IN THOUSANDS
MARCH 31, 2002 (UNAUDITED)		DECEMBER 31, 2001
CURRENT ASSETS
CASH AND CASH EQUIVALENTS	$258,553	$288,210
SHORT TERM INVESTMENTS	218,857	104,868
ACCOUNTS RECEIVABLE, NET	235,392	263,595
INVENTORIES	334,577	350,636
PREPAID EXPENSES & OTHER CURRENT ASSETS	26,632	15,935
DEFERRED INCOME TAXES	41,608	44,255
TOTAL CURRENT ASSETS	1,115,619	1,067,499
PROPERTY, PLANT & EQUIPMENT	364,622	374,139
LESS: ACCUMULATED DEPRECIATION AND AMORTIZATION	172,323	164,154
NET PROPERTY, PLANT & EQUIPMENT	192,299	209,985
GOODWILL	56,388	56,388
OTHER INTANGIBLES, NET	52,222	54,466
DEFERRED INCOME TAXES	10,534	10,924
OTHER ASSETS	20,904	21,510
TOTAL ASSETS	$1,447,966	$1,420,772
CURRENT LIABILITIES
ACCOUNTS PAYABLE	$79,665	$75,569
ACCRUED EXPENSES	89,812	87,378
INCOME TAXES PAYABLE	25,024	20,131
TOTAL CURRENT LIABILITIES	194,501	183,078
DEFERRED TAX LIABILITY	14,336	16,306
TOTAL LIABILITIES	208,837	199,384
SHAREHOLDERS' EQUITY
COMMON STOCK	1,961	1,960
ADDITIONAL PAID-IN CAPITAL	127,640	126,365
RETAINED EARNINGS	1,116,114	1,099,541
TREASURY STOCK	(1,551)	(1,551)
ACCUMULATED OTHER COMPREHENSIVE INCOME	(5,035)	(4,927)
TOTAL SHAREHOLDERS' EQUITY	1,239,129	1,221,388
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$1,447,966	$1,420,772
Note: The data reported above as of March 31, 2002 is based on an unaudited balance sheet, but includes all adjustments that the Company considers necessary for a fair presentation of financial condition for this period.
AMERICAN POWER CONVERSION CORPORATION & SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS
	FOR THE THREE MONTHS ENDED (UNAUDITED)
MARCH 31, 2002		APRIL 1, 2001
NET SALES	$296,712	$355,125
COST OF GOODS SOLD	194,411	234,699
GROSS PROFIT	102,301	120,426
MARKETING, SELLING, GENERAL AND ADMINISTRATIVE	66,152	74,682
RESEARCH AND DEVELOPMENT	14,801	13,132
TOTAL OPERATING EXPENSES	80,953	87,814
OPERATING INCOME	21,348	32,612
OTHER INCOME, NET	1,831	5,422
EARNINGS BEFORE INCOME TAXES	23,179	38,034
INCOME TAXES	6,606	10,840
NET INCOME	$16,573	$27,194
DILUTED EARNINGS PER SHARE	$.08	$.14
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING	197,388	196,700
Note: The data reported above is based on unaudited statements of income, but includes all adjustments that the Company considers necessary for a fair presentation of results for these periods. Net income for the first quarter 2002 includes an after-tax charge of $5.2 million or $.03 per share for downsizing actions, including employment terminations, facilities closings and related asset impairment. Excluding these charges, net income was $21.8 million or $.11 per share.