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ITW Reports Record Earnings as Diluted Earnings Per Share from Continuing Operations Increased 25 Percent in the 2004 Third Quarter; Revenues Grew 17 Percent and Operating Margins Improve to 17.3 Percent in the Third Quarter

GLENVIEW, Ill., Oct. 19, 2004 -- Illinois Tool Works Inc. today reported record earnings as diluted income per share from continuing operations increased 25 percent in the 2004 third quarter. Income from continuing operations in the third quarter was $330.1 million, or $1.09 per diluted share, versus $269.8 million, or 87 cents per diluted share, for the year earlier period. For the third consecutive quarter, the Company posted double digit operating performance and improved operating margins. Revenues grew 17 percent, operating income increased 20 percent and operating margins of 17.3 percent were 40 basis points higher than the year ago period.

The ongoing improvement in the Company's results reflected continued strength in North American and international end markets. As a result, total Company base revenues grew 9.3 percent in the third quarter compared with a base revenue increase of 8.4 percent in the 2004 second quarter.

For the 2004 third quarter, revenues were $2.967 billion compared with $2.532 billion for the year earlier period. Third quarter operating income improved to $512.2 million from $426.7 million in the prior year period. While the Company's overall operating margins were 40 basis points higher than a year ago, the timing and impact of price pass throughs for higher raw material costs in the quarter helped increase revenues but were decremental to variable margins for many North American business units.

For the 2004 nine month period, diluted income per share from continuing operations increased 31 percent to $980.4 million, or $3.19 per diluted share, from $753.3 million, or $2.44 per diluted share in the year earlier period. Revenues grew 17 percent to $8.680 billion from $7.410 billion and operating income increased 27 percent to $1.521 billion from $1.202 billion. Operating margins improved 130 basis points to 17.5 percent for the nine month period.

The Company's free operating cash flow continued to be strong in the most recent quarter at $403.3 million. This free cash flow was used in part to complete three acquisitions in the third quarter, representing $78 million of acquired revenues. For the year, the Company has acquired 21 companies which account for $493 million of revenues on a full-year basis. In addition, the Company's strong cash position resulted in the continuation of a share repurchase program announced earlier this year. As of September 30, 2004, the Company has spent $1.2 billion to repurchase 13.3 million shares.

"Our strong financial results in the third quarter continue to underscore consistent customer demand in a number of North American and international end markets," said W. James Farrell, Chairman and Chief Executive Officer. "The growth of our base revenues, our active acquisition program and our 80/20 discipline gives us optimism for the fourth quarter and beyond."

Segment highlights for the 2004 third quarter include:

North American Engineered Products third quarter revenues grew 10 percent largely as a result of base revenue growth from the industrial, construction and automotive business units. Operating income also increased 10 percent as base income growth from the industrial business units was offset by the timing of price pass throughs for raw materials for the construction and automotive units. As a result, third quarter operating margins of 16.8 percent were 10 basis points lower than the year earlier period. For the nine month period, revenues and operating income grew 8 percent and 14 percent, respectively, and operating margins of 17.1 percent were 80 basis points higher than the prior year period.

International Engineered Products third quarter revenues grew 34 percent principally due to contributions from acquisitions, base revenues and currency translation. In particular, base revenues increased as a result of growth from the construction, automotive and industrial business units. Operating income increased 50 percent largely due to base revenue gains from the already mentioned business units as well as contributions from acquisitions and currency translation. Operating margins in the third quarter of 15.4 percent were 160 basis points higher than a year ago. For the nine month period, revenues and operating income increased 33 percent and 49 percent, respectively, and operating margins of 14.6 percent were 160 basis points higher than the year ago period.

North American Specialty Systems third quarter revenues increased 15 percent largely as a result of base revenue growth from the welding and industrial packaging business units. Operating income increased 11 percent as growth from the welding and industrial packaging units were mitigated by the timing of raw material pricing pass throughs for a number of businesses. As a result, operating margins of 17.4 percent were 60 basis points lower than the year ago period. For the nine month period, revenues grew 16 percent and operating income increased 24 percent. Operating margins of 17.5 percent were 110 basis points higher than the prior year period.

International Specialty Systems third quarter revenues increased 19 percent primarily due to currency translation and acquisitions. Base revenues also contributed to growth largely due to the industrial packaging business units. Operating income grew 53 percent mainly as a result of lower restructuring costs, improved performance from the industrial packaging business units and currency translation. As a result, third quarter operating margins of 13.7 percent were 310 basis points higher than the year ago period. For the nine month period, revenues increased 21 percent and operating income grew 51 percent. Operating margins of 13.1 percent were 260 basis points higher than a year ago.

Leasing and Investments third quarter operating income of $20.2 million was 18 percent below the year earlier period. This decline was largely due to higher income realized from the venture capital fund and the sale of properties in the 2003 third quarter.

Looking ahead, the Company remains optimistic about its earnings prospects due to existing and prospective conditions in North American and international end markets. In addition, the Company is expecting its effective tax rate will be 30 percent in the fourth quarter, resulting in a full-year tax rate of 33 percent. As a result, for the 2004 fourth quarter, the Company is forecasting an earnings range of $1.16 to $1.22. For the full year, the Company is forecasting an earnings range of $4.34 to $4.42. The mid-points of the 2004 fourth quarter and full-year ranges would represent earnings growth from the prior year of 28 percent and 30 percent, respectively.

This 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 and base business and future tax rate expectations for the fourth quarter and full year and the Company's related earnings 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 in ITW's Form 10-Q for 2004 Second Quarter.

ITW is a $10 billion in revenues diversified manufacturer of highly engineered components and industrial systems and consumables. The Company consists of approximately 625 decentralized operations in 44 countries and employs some 47,500 people.

  ILLINOIS TOOL WORKS INC.
  (In thousands except per share data)

                                THREE MONTHS ENDED      NINE MONTHS ENDED
                                  SEPTEMBER 30,           SEPTEMBER 30,
  STATEMENT OF INCOME            2004        2003        2004        2003

  Operating Revenues         $2,967,168  $2,531,885  $8,679,788  $7,409,665
     Cost of revenues         1,934,831   1,634,056   5,614,977   4,807,248
     Selling,
      administrative, and
      R&D expenses              509,482     466,335   1,495,703   1,381,700
     Amortization and
      impairment of goodwill
      & other intangibles        10,617       4,818      47,692      18,975
  Operating Income              512,238     426,676   1,521,416   1,201,742
     Interest expense           (18,512)    (16,126)    (53,385)    (52,686)
     Other income                 6,325       4,526      17,495       9,849
  Income From Continuing
   Operations Before Income
   Taxes                        500,051     415,076   1,485,526   1,158,905
     Income taxes               170,000     145,300     505,100     405,600
  Income From Continuing
   Operations                   330,051     269,776     980,426     753,305
  Income (Loss) From
   Discontinued Operations          -          (874)        171     (12,922)
  Net Income                   $330,051    $268,902    $980,597    $740,383
       .
  Income Per Share from
   Continuing Operations:
      Basic                       $1.10       $0.88       $3.21       $2.45
      Diluted                     $1.09       $0.87       $3.19       $2.44

  Income (Loss) Per Share
   from Discontinued
   Operations:
      Basic                       $0.00       $0.00       $0.00      $(0.04)
      Diluted                     $0.00       $0.00       $0.00      $(0.04)

  Net Income Per Share:
      Basic                       $1.10       $0.88       $3.21       $2.41
      Diluted                     $1.09       $0.87       $3.19       $2.40

  Shares outstanding during
   the period :
       Average                  301,390     307,142     305,222     306,863
       Average assuming
        dilution                303,966     308,996     307,657     308,316

  ESTIMATED FREE OPERATING
   CASH FLOW                     THREE MONTHS ENDED       NINE MONTHS ENDED
                                      SEPT 30,                 SEPT 30,
                                 2004         2003         2004      2003

       Net cash provided by
        operating
        activities             $452,084     $395,032   $1,148,602  $888,532
       Plus:  Proceeds from
        investments              18,837       15,619       57,289    38,660
       Less:  Additions to
        PP&E                    (67,670)     (60,818)    (197,442) (182,956)
       Free operating cash
        flow                   $403,251     $349,833   $1,008,449  $744,236

  ILLINOIS TOOL WORKS INC.
  (In thousands)
                                SEPT 30,     JUNE 30,     DEC 31,
  STATEMENT OF FINANCIAL         2004         2004         2003
   POSITION ASSETS
  Cash & equivalents           $930,283   $1,537,208   $1,684,483
  Trade receivables           1,983,649    1,979,770    1,721,186
  Inventories                 1,142,532    1,098,222      991,979
  Deferred income taxes         231,132      222,213      217,638
  Prepaids and other
   current assets               128,976      161,321      167,916
     Total current assets     4,416,572    4,998,734    4,783,202

  Net plant & equipment       1,807,923    1,791,330    1,728,638
  Investments                   900,346      893,052      832,358
  Goodwill                    2,686,803    2,718,192    2,511,281
  Intangible assets             389,108      321,743      287,582
  Deferred income taxes         403,929      366,446      370,737
  Other assets                  793,292      760,912      679,523
                            $11,397,973  $11,850,409  $11,193,321

  LIABILITIES and
   STOCKHOLDERS' EQUITY
  Short-term debt               $97,067      $59,962      $56,094
  Accounts payable              540,071      550,076      481,407
  Accrued expenses              914,104      881,729      870,950
  Cash dividends payable         83,034       73,571       73,948
  Income taxes payable          372,857      224,477        6,504
     Total current
      liabilities             2,007,133    1,789,815    1,488,903

  Long-term debt                924,004      923,510      920,360
  Other liabilities             923,529      926,931      909,772
     Total non-current
      liabilities             1,847,533    1,850,441    1,830,132

  Common stock                    3,111        3,105        3,089
  Additional paid-in
   capital                      921,200      894,625      825,924
  Income reinvested in the
   business                   7,687,073    7,440,056    6,937,110
  Common stock held in
   treasury                  (1,203,696)    (260,682)      (1,648)
  Accumulated other
   comprehensive income         135,619      133,049      109,811
       Total stockholders'
        equity                7,543,307    8,210,153    7,874,286
                            $11,397,973  $11,850,409  $11,193,321