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ITW Reports 11% Growth in Diluted Net Income Per Share for the 2005 Second Quarter; Company Raises Full-Year 2005 Earnings Forecast Range to $5.02 - $5.14

GLENVIEW, Ill., July 21 -- Illinois Tool Works Inc. today reported 11 percent growth in diluted net income per share in the 2005 second quarter. Diluted net income per share in the quarter was $1.29 versus $1.16 in the 2004 second quarter. In addition, the Company's second quarter revenues increased 10 percent, operating income grew 1 percent and net income rose 4 percent.

The growth in second quarter earnings occurred primarily due to a lower tax rate and fewer shares outstanding as a result of the Company's share repurchase program. The Company's tax rate moved to 31.6 percent in the 2005 second quarter from 34.0 percent in the year ago period. The combination of the lower tax rate and share repurchase program contributed approximately 13 cents of earnings in the quarter.

For the 2005 second quarter, operating revenues were $3.296 billion compared to $3.002 billion for the year earlier period. Operating income improved modestly to $566.9 million in the most recent quarter from $561.5 million in the prior year period largely as a result of $42.4 million decrease in Leasing and Investments income compared to a year ago and higher North American base income partially offset by weaker performance from the international units. Net income was $373.8 million in the second quarter compared to $360.4 million a year ago. The Company's second quarter overall operating margins of 17.2 percent were 150 basis points lower than a year ago largely due to the aforementioned decline in Leasing and Investments income. While some end markets moderated in the second quarter, manufacturing operating margins of 17.1 percent were only 30 basis points lower than a year ago.

For the first half of 2005, diluted net income per share of $2.35 was 12 percent higher than the $2.10 diluted net income per share for the year earlier period. In this same period, revenues grew 12 percent to $6.370 billion from $5.713 billion, operating income increased 4 percent to $1.045 billion from $1.009 billion, and net income of $686.1 million was 5 percent higher than the $650.5 million for the 2004 first half.

The Company's free operating cash flow continued to be strong in the 2005 second quarter at $429.9 million. The generation of free cash flow allowed the Company to continue its share repurchase program and to fund its acquisition activity. Acquisitions totaled $36 million of annualized acquired revenues in the second quarter and $187 million of annualized acquired revenues year to date. Based on a full pipeline of potential acquisitions, the Company continues to forecast acquired revenues of $600 to $800 million of annualized revenues for full-year 2005.

"Given the challenging year-over-year comparisons we had with our Leasing and Investments segment and the moderating growth we experienced in a variety of international and North American end markets, we were pleased we were able to produce four percent base revenue growth as well as a double-digit earnings increase in the quarter," said Chairman and Chief Executive Officer W. James Farrell.

Segment highlights for the 2005 second quarter include:

North American Engineered Products second quarter revenues increased 13 percent largely as a result of contributions from acquisitions as well as base revenue growth from the industrial and construction business units. Operating income increased 14 percent as base income growth from the construction and industrial units combined with contributions from acquisitions. As a result, operating margins of 18.2 percent were 30 basis points higher than the prior year period. For the 2005 first half, revenues and operating income grew 13 percent and 10 percent, respectively, and operating margins of 17.0 percent were 50 basis points lower than the year ago period.

International Engineered Products second quarter revenues grew 9 percent mainly as a result of contributions from currency translation and acquisitions. Due to weaker than expected end markets for the Company's automotive, industrial and construction products, base revenues declined 2 percent in the quarter. Operating income was flat in the quarter as contributions from translation and acquisitions were offset by declining base business activity and higher restructuring costs. Operating margins in the second quarter of 14.4 percent were 120 basis points lower than the year earlier period. For the 2005 first half, revenues and operating income were up 15 percent and 12 percent, respectively, and operating margins of 13.7 percent were 50 basis points lower than a year ago.

North American Specialty Systems second quarter revenues and operating income both increased 9 percent largely as a result of strong base revenue and income growth from the welding and food equipment units. Operating margins of 18.2 percent were flat with the year earlier period. For the 2005 first half, revenues grew 10 percent and operating income increased 13 percent. Operating margins of 17.9 percent were 50 basis points higher than a year ago.

International Specialty Systems second quarter revenues increased 15 percent primarily due to favorable currency translation and acquisitions as well as contributions from base revenues associated with the industrial packaging and welding units. Operating income grew 11 percent mainly as a result of contributions from currency translation and base income. Operating margins of 13.7 percent were 40 basis points lower than the year earlier period. For the 2005 first half, revenues and operating income grew 14 percent and 3 percent, respectively. Operating margins of 11.6 percent were 130 basis points lower than a year ago.

Leasing and Investments second quarter operating income of $6.3 million was 87 percent lower than the year ago period. The formidable decline in income was due to higher income realized last year from gains on sales in the commercial mortgage portfolio and mark-to-market adjustments on venture capital investments.

Looking ahead, while the Company expects base revenues to grow approximately 3.4 percent in the second half of the year, the reduction in the full-year tax rate to 32.0 percent and higher than anticipated income from Leasing and Investments in the third quarter have resulted in a higher forecasted earnings range of $5.02 to $5.14 for full-year 2005. The Company also is forecasting an earnings range of $1.33 to $1.39 for the 2005 third quarter. The midpoints of full-year and third quarter forecasts represent growth of 16 percent and 25 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, base revenues, potential acquisitions and higher income from Leasing and Investments for the third quarter and full-year 2005 and the Company's related 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 the 2005 First Quarter.

ITW is an $11.7 billion in revenues diversified manufacturer of highly engineered components and industrial systems and consumables. The Company consists of approximately 650 decentralized operations in 45 countries and employs some 49,000 people.

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

                              THREE MONTHS ENDED        SIX MONTHS ENDED
                                   JUNE 30,                  JUNE 30,
  STATEMENT OF INCOME          2005         2004         2005        2004

  Operating Revenues       $3,295,644   $3,002,271   $6,369,935  $5,712,620
    Cost of revenues        2,156,602    1,929,803    4,178,939   3,680,146
    Selling,
     administrative, and
     R&D expenses             556,975      502,880    1,105,050     986,221
    Amortization and
     impairment of
     goodwill & other
     intangibles               15,213        8,052       41,203      37,075
  Operating Income            566,854      561,536    1,044,743   1,009,178
    Interest expense          (27,352)     (18,991)     (46,079)    (34,873)
    Other income                6,880        3,505       10,324      11,170
  Income From Continuing
   Operations Before
   Income Taxes               546,382      546,050    1,008,988     985,475
    Income taxes              172,600      185,700      322,900     335,100
  Income From Continuing
   Operations                 373,782      360,350      686,088     650,375
  Income From
   Discontinued Operations          -            -            -         171
  Net Income                 $373,782     $360,350     $686,088    $650,546

  Income Per Share from
   Continuing Operations:
    Basic                       $1.30        $1.17        $2.37       $2.11
    Diluted                     $1.29        $1.16        $2.35       $2.09

  Income Per Share from
   Discontinued Operations:
    Basic                       $-           $-           $-          $-
    Diluted                     $-           $-           $-          $-

  Net Income Per Share:
    Basic                       $1.30        $1.17        $2.37       $2.11
    Diluted                     $1.29        $1.16        $2.35       $2.10

  Shares outstanding
   during the period :
    Average                   287,902      308,086      289,639     308,168
    Average assuming
     dilution                 290,015      310,638      291,800     310,504

  ESTIMATED FREE
   OPERATING CASH FLOW        THREE MONTHS ENDED        SIX MONTHS ENDED
                                   JUNE 30,                  JUNE 30,
                               2005         2004         2005        2004

    Net cash provided
     by operating
     activities              $498,324     $376,818     $801,275    $696,518
     Plus:  Proceeds
      from investments         12,246       19,640       27,638      38,452
     Less:  Additions to
      PP&E                    (80,681)     (69,259)    (144,709)   (129,772)
     Free operating cash
      flow                   $429,889     $327,199     $684,204    $605,198

  ILLINOIS TOOL WORKS
   INC.
  (In thousands)

  STATEMENT OF FINANCIAL     JUNE 30,      MAR 31,      DEC 31,
   POSITION ASSETS             2005         2005         2004

  Cash & equivalents         $858,679   $1,052,941     $667,390
  Trade receivables         2,134,215    2,132,492    2,054,624
  Inventories               1,274,538    1,361,403    1,281,156
  Deferred income taxes       156,664      135,387      147,416
  Prepaids and other
   current assets             143,020      174,019      171,612
    Total current assets    4,567,116    4,856,242    4,322,198

  Net plant & equipment     1,822,236    1,875,221    1,876,875
  Investments                 971,354      981,028      912,483
  Goodwill                  2,834,779    2,848,698    2,753,053
  Intangible assets           477,328      487,528      440,002
  Deferred income taxes       121,159      115,341      233,172
  Other assets                835,143      841,857      814,151
                          $11,629,115  $12,005,915  $11,351,934

  LIABILITIES and
   STOCKHOLDERS' EQUITY
  Short-term debt            $696,788     $785,985     $203,523
  Accounts payable            555,804      600,272      603,811
  Accrued expenses            946,668      890,264      959,380
  Cash dividends payable       79,909       81,146       81,653
  Income taxes payable          1,213       13,651        2,604
    Total current
     liabilities            2,280,382    2,371,318    1,850,971

  Long-term debt              967,208      967,857      921,098
  Other liabilities           954,324      958,047      952,255
    Total non-current
     liabilities            1,921,532    1,925,904    1,873,353

  Common stock                  3,117        3,116        3,114
  Additional paid-in
   capital                  1,025,034    1,006,852      978,941
  Income reinvested in
   the business             8,488,550    8,194,678    7,963,518
  Common stock held in
   treasury                (2,304,064)  (1,921,110)  (1,731,378)
  Accumulated other
   comprehensive income       214,564      425,157      413,415
    Total stockholders'
     equity                 7,427,201    7,708,693    7,627,610
                          $11,629,115  $12,005,915  $11,351,934