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ITW Reports Decline in Revenues

    GLENVIEW, Ill., July 19 Illinois Tool Works Inc.
today reported that 2001 second quarter diluted earnings per share
decreased 16 percent versus the prior year period primarily due to widespread
slowing in many of the company's North American end markets. Operating
revenues were down 3 percent, operating income fell 15 percent and net income
declined 15 percent during the 2001 second quarter.

Net income for the second quarter decreased to $232.8 million from $273.3 million for the 2000 second quarter. Diluted earnings per share was 76 cents compared to 90 cents for the year earlier period.

The decrease in second quarter earnings primarily was a result of declines in North American base business revenues and continued restructuring in a number of ITW businesses. For the 2001 second quarter, operating revenues were $2.51 billion versus $2.58 billion from the year earlier period. Operating income was $378.8 million compared to $446.5 million for the same period.

First half 2001 net income of $415.5 million decreased 16 percent compared with $492.4 for the first six months of 2000. Diluted earnings per share of $1.36 was 16 percent lower than the $1.62 for the year earlier period. Operating revenues and operating income also declined 2 percent and 16 percent, respectively, versus the prior year period.

"The company's financial performance in the second quarter and first half of the year directly mirrored weak economic conditions in a variety of end markets, especially the North American automotive, general industrial and construction sectors," said W. James Farrell, ITW's chairman and chief executive officer. "While we aggressively trimmed our operating costs as evidenced by our three percent reduction in second quarter SG&A costs, we also continued to take advantage of the economic slowdown to accelerate our investment in a variety of restructuring projects. For the second half of the year, we believe many of our end markets will continue to be slow and we don't foresee any meaningful improvement in sales."

Second quarter 2001 segment highlights include: North American Engineered Products revenues and operating income decreased 8 percent and 22 percent, respectively, primarily as a result of a slowdown in key end markets such as automotive, construction and consumer durables. The falloff in revenues, together with lower margin acquired businesses and restructuring costs, translated into a 340 basis point decline in second quarter operating margins.

International Engineered Products revenues grew 7 percent mainly due to contributions from both acquisitions and the automotive businesses. Operating income declined 13 percent as strength in the construction businesses in both Europe and Australia was more than offset by weakness in the industrial plastics and electronic component packaging businesses. The impact of weakness in certain end markets and the effect of translation caused operating margins to decline by 240 basis points.

North American Specialty Systems revenues increased 2 percent largely due to contributions from acquisitions which offset weaker base business performance. As a result, operating income fell 18 percent as demand for welding, finishing and industrial packaging declined in the second quarter. Sales volume declines, coupled with acquisition and restructuring costs, meant that operating margins decreased 340 basis points for the quarter.

International Specialty Systems revenues and operating income each decreased 8 percent due to the impact of translation and top line weakness in the industrial packaging businesses. The decline in operating income for the industrial packaging and other businesses more than offset growth from the food equipment and decorating businesses. This translated into flat operating margins for the quarter.

Consumer Products revenues declined 12 percent and operating income improved significantly due to the positive impact of past restructuring projects at Florida Tile, West Bend and Precor. Operating margins also improved dramatically for the quarter.

Leasing and Investments operating income was up 12 percent in the second quarter due to gains on sales of mortgage related investments. Looking ahead, the company is revising its previous forecast based on what it believes will be slower than originally anticipated end market conditions for the third quarter and remainder of the year. The company is forecasting third quarter earnings per share on a fully diluted basis to be in the range of 65 cents to 75 cents. For the full year, the company is forecasting earnings per share on a fully diluted basis to be in the range of $2.75 to $2.95.

This Second Quarter 2001 Earnings Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding end market conditions in the second half of 2001 and the Company's 2001 forecasts. These statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated. Important factors that could cause actual results to differ materially from the Company's expectations are set forth on page 26 of the Company's 2000 Annual Report to Shareholders. ITW is a $10 billion diversified manufacturer of highly engineered

components and industrial systems. The company consists of approximately 600 decentralized operations in 43 countries and employs 55,300 people. ILLINOIS TOOL WORKS INC. (In thousands except per share data) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, STATEMENT OF INCOME 2001 2000 2001 2000 Operating Revenues $2,510,113 $2,577,446 $4,906,947 $4,982,406 Cost of revenues 1,664,403 1,652,275 3,277,445 3,224,205 Selling, administrative, and R&D expenses 440,799 455,901 902,573 910,072 Amortization of goodwill & other intangibles 26,103 22,767 50,642 43,323 Operating Income 378,808 446,503 676,287 804,806 Interest expense (17,859) (17,725) (36,570) (33,808) Other expense (2,773) (1,806) (383) (1,597) Income Before Income Taxes 358,176 426,972 639,334 769,401 Income taxes 125,400 153,700 223,800 277,000 Net Income $232,776 $273,272 $415,534 $492,401 Net Income Per Share : Basic $0.77 $0.91 $1.37 $1.64 Diluted $0.76 $0.90 $1.36 $1.62 Shares outstanding during the period : Average 304,160 301,516 303,641 301,131 Average assuming dilution 306,477 304,484 306,101 304,248 STATEMENT OF FINANCIAL JUNE 30, MAR 31, DEC 31, POSITION 2001 2001 2000 ASSETS Cash & equivalents $176,931 $149,492 $151,295 Trade receivables 1,635,693 1,644,660 1,654,632 Inventories 1,154,948 1,192,882 1,181,385 Deferred income taxes 191,473 184,981 183,823 Prepaids and other current assets 136,689 144,182 157,926 Total current assets 3,295,734 3,316,197 3,329,061 Plant & equipment 4,312,403 4,266,995 4,199,610 Less: accumulated depreciation (2,600,621) (2,537,638) (2,477,086) Net plant & equipment 1,711,782 1,729,357 1,722,524 Investments 1,280,334 1,163,254 1,170,392 Goodwill & other intangibles 2,624,540 2,506,828 2,483,882 Deferred income taxes 503,586 481,079 478,420 Other assets 455,290 429,002 419,177 $9,871,266 $9,625,717 $9,603,456 LIABILITIES and STOCKHOLDERS' EQUITY Short-term debt $559,484 $466,665 $425,789 Accounts payable 409,073 429,665 455,417 Accrued expenses 762,172 731,615 826,107 Cash dividends payable 60,898 60,752 60,490 Income taxes payable 58,182 122,007 49,807 Total current liabilities 1,849,809 1,810,704 1,817,610 Long-term debt 1,390,434 1,393,347 1,549,038 Other liabilities 936,927 837,749 835,821 Total non-current liabilities 2,327,361 2,231,096 2,384,859 Common stock 3,047 3,038 3,027 Additional paid-in capital 629,921 611,823 584,357 Income reinvested in the business 5,509,381 5,337,503 5,214,098 Common stock held in treasury (1,666) (1,666) (1,783) Cumulative translation adjustment (446,587) (366,781) (398,712) Total stockholders' equity 5,694,096 5,583,917 5,400,987 $9,871,266 $9,625,717 $9,603,456 Total Debt % to Total Capitalization 25.5% 25.0% 26.8% Total Debt % to Total Capitalization (excluding Leasing and Investments segment) 18.3% 16.8% 18.6%