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ITW Reports Diluted Income Per Share from Continuing Operations of $0.60 in the 2009 Third Quarter; Operating Margins of 13.5 Percent Improve 360 Basis Points Versus the 2009 Second Quarter; Company's Free Operating Cash Flow Totals $516 Million in the Quarter

GLENVIEW, Ill., Oct. 20, 2009 -- Illinois Tool Works Inc. today reported diluted income per share from continuing operations of $0.60 in the 2009 third quarter as ongoing restructuring activities and modest revenue improvement in discrete end markets helped drive income and operating margins to significantly higher levels compared to the 2009 second quarter. In the 2009 third quarter, operating income of $483.6 million equated to operating margins of 13.5 percent versus operating margins of 9.9 percent in the 2009 second quarter.

Third quarter 2009 operating revenues of $3.580 billion were 19.8 percent lower than the year ago period but better than the 2009 second quarter as worldwide end markets continued to stabilize, or in some cases, modestly improved. The Company's base revenues declined 17.9 percent in the 2009 third quarter versus a year ago, with North American base revenues decreasing 21.6 percent and international base revenues declining 13.8 percent. Acquisitions added 3.6 percent to revenues while translation negatively impacted revenues 5.6 percent in the third quarter. By comparison, total company base revenues decreased 22.2 percent in the 2009 second quarter versus the year-ago period. While third quarter operating margins of 13.5 percent were 150 basis points lower than the year-ago quarter, base margins actually improved 20 basis points in the 2009 third quarter. Diluted income per share from continuing operations of $0.60 was 33 percent lower than the year-ago period.

Starting with this quarter, the Company has moved its annual goodwill impairment testing from the first quarter to the third quarter of each year. As part of the third quarter impairment review, the Company recorded $12 million of impairment, or a reduction of 2.5 cents of earnings. This impairment was related to a 2008 acquisition of a truck remanufacturing and parts/service business. In addition, the Company's effective tax rate of 32.5 percent in the third quarter was higher than the previously forecasted third quarter tax rate of 28.0 percent, resulting in 3.5 cents of reduced earnings. The higher tax rate in the third quarter was due to the non-deductibility of the goodwill associated with impairment and several discrete tax adjustments.

The Company's strong third quarter free operating cash flow of $516 million was largely driven by the strong improvement in margins and further reductions in working capital. In the quarter, the free operating cash flow to net income conversion rate was 171 percent. Year-to-date free operating cash flow totaled $1.466 billion, representing a conversion rate of 333 percent.

"We continue to be very pleased with the Company's overall operating performance amid an environment of generally weak end markets," said David B. Speer, ITW's chairman and chief executive officer. "Our strong operating margins of 13.5 percent in the third quarter were largely achieved thanks to the focused response by our operating managers and right-sizing of our decentralized business units around the world. We incurred $31 million of restructuring expense in the quarter, bringing our year-to-date restructuring total to $128 million. Additionally, we expect to incur between $25 million and $40 million of restructuring in the 2009 fourth quarter. The cumulative benefits of these restructuring programs will continue to help us in the 2009 fourth quarter and in 2010."

Segment highlights for the 2009 third quarter include:

*Worldwide revenues for the Power Systems and Electronics segment declined 34.6 percent in the quarter, with base revenues decreasing 34.2 percent. Base revenues performance in the quarter was modestly better than the decrease of 36.5 percent in the 2009 second quarter. Total worldwide welding base revenues declined 36.2 percent as demand for capital equipment and consumables continued to mirror weak capital expenditure spending. In PC board fabrication, base revenues decreased 42.3 percent in the third quarter versus a base revenue decline of 59.2 percent in the second quarter. Even with the weak top line, operating margins of 17.2 percent in the quarter were 190 basis points higher than the 2009 second quarter.

*Worldwide revenues for the Transportation segment declined 7.0 percent in the quarter. Base revenues decreased 7.9 percent compared to a base revenue decline of 23.7 percent in the 2009 second quarter. The sequential improvement in base revenues was largely attributable to increased auto builds in North America. Thanks in large part to incentive programs, North American auto builds of 2.4 million in the third quarter were 600,000 units higher than the second quarter. Automotive aftermarket base revenues declined 4.5 percent in the quarter versus a decrease of 12.7 percent in the second quarter. Notably, third quarter operating margins of 10.5 percent were 570 basis points higher than the 2009 second quarter.

*Worldwide revenues for the Food Equipment segment declined 10.2 percent in the quarter, with base revenues decreasing 6.3 percent. North American food equipment base revenues decreased 8.0 percent while international food equipment base revenues fell 4.9 percent. All revenue metrics in the quarter represented improvement versus the 2009 second quarter. Operating margins of 17.2 percent in the quarter were 90 basis points higher than the prior year period and 430 basis points higher than the preceding quarter.

Looking ahead, the Company is forecasting fourth quarter 2009 diluted income per share from continuing operations to be in a range of $0.54 to $0.66. The 2009 fourth quarter forecast assumes a total revenue range of -1 percent to +5 percent versus the 2009 third quarter.

This Earnings Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding operating performance, revenue growth, diluted income per share from continuing operations, restructuring expenses and related benefits and the Company's related forecast. 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 contained in ITW's Form 10-K for 2009, as updated by our current report on Form 8-K filed in August 2009.

With $17.1 billion in 2008 revenues, ITW is a multinational manufacturer of a diversified range of value-adding and short lead-time industrial products and equipment. The Company consists of 895 business units in 54 countries and employs some 59,000 people.

  ILLINOIS TOOL WORKS INC.
  (In thousands except per share data)
                              THREE MONTHS ENDED          NINE MONTHS ENDED
                                 SEPTEMBER 30,              SEPTEMBER 30,
                                 -------------             -------------
  STATEMENT OF INCOME          2009         2008          2009         2008
  -------------------          ----         ----          ----         ----
  Operating Revenues      $3,580,354   $4,464,621  $10,119,639  $13,146,312
     Cost of revenues      2,315,175    2,936,599    6,716,255    8,570,541
     Selling,
      administrative,
      and R&D expenses       720,042      806,533    2,239,604    2,394,612
     Amortization of
      intangible assets       49,542       50,491      152,059      132,933
     Impairment of
      goodwill and other
      intangible assets       12,000            -      101,997        1,438
                              ------            -      -------        -----
  Operating Income           483,595      670,998      909,724    2,046,788
     Interest expense        (45,670)     (38,240)    (120,992)    (112,295)
     Other income/(expense)   11,139       16,763      (13,041)      19,924
                              ------       ------      -------       ------
  Income from Continuing
  Operations Before Taxes    449,064      649,521      775,691    1,954,417
     Income taxes            146,100      184,935      301,800      565,789
                             -------      -------      -------      -------
  Income from Continuing
  Operations                $302,964     $464,586     $473,891   $1,388,628
  Loss from Discontinued
  Operations                    (546)     (11,068)     (34,282)    (103,399)
                                ----     -------      -------     --------
  Net Income                $302,418     $453,518     $439,609   $1,285,229
                            ========     ========     ========   ==========

  Income Per Share from
  Continuing Operations:
      Basic                    $0.61        $0.90        $0.95        $2.66
      Diluted                  $0.60        $0.89        $0.95        $2.64

  Loss Per Share from
  Discontinued Operations:
      Basic                   $(0.00)      $(0.02)      $(0.07)      $(0.20)
      Diluted                 $(0.00)      $(0.02)      $(0.07)      $(0.20)

  Net Income Per Share:
      Basic                    $0.60        $0.88        $0.88        $2.46
      Diluted                  $0.60        $0.87        $0.88        $2.45

  Shares outstanding
  during the period:
       Average               500,313      517,914      499,635      521,886
       Average assuming
  dilution                   502,187      521,086      501,184      525,326

  ESTIMATED FREE OPERATING CASH FLOW
  ----------------------------------
                                THREE MONTHS ENDED     NINE MONTHS ENDED
                                  SEPTEMBER 30,           SEPTEMBER 30,
                                  -------------          -------------
                                2009         2008      2009          2008
                                ----         ----      ----          ----

    Net cash provided by
    operating activities     $569,196    $688,759   $1,640,279   $1,632,787
    Less:  Additions to
     PP&E                     (53,015)    (89,308)    (174,353)    (274,295)
                              -------     -------     --------     --------
    Free operating cash
     flow                    $516,181    $599,451   $1,465,926   $1,358,492
                             ========    ========   ==========   ==========

  ILLINOIS TOOL WORKS INC.
  (In thousands)
                        SEPT 30,     JUNE 30,      DEC 31,
  STATEMENT OF
  FINANCIAL POSITION      2009         2009         2008
  -------------------     ----         ----          ----
  ASSETS
  ------
  Cash & equivalents     $942,856     $616,403     $742,950
  Trade receivables     2,410,667    2,393,176    2,571,987
  Inventories           1,361,201    1,438,637    1,774,697
  Deferred income
   taxes                  243,284      218,125      206,496
  Prepaids and other
   current assets         327,083      453,424      375,778
  Assets held for
   sale                         -       12,229       82,071
                                -       ------       ------
     Total current
      assets            5,285,091    5,131,994    5,753,979
                        ---------    ---------    ---------

  Net plant &
   equipment            2,107,103    2,137,982    2,109,432
  Investments             456,450      450,889      465,894
  Goodwill              4,721,777    4,677,193    4,517,550
  Intangible assets     1,652,292    1,696,585    1,779,669
  Deferred income
   taxes                   81,870       82,448       75,999
  Other assets            579,633      564,584      501,028
                          -------      -------      -------
                      $14,884,216  $14,741,675  $15,203,551
                      ===========  ===========  ===========

  LIABILITIES and STOCKHOLDERS' EQUITY
  ------------------------------------
  Short-term debt         $67,460     $180,511   $2,433,973
  Accounts payable        626,314      575,001      683,991
  Accrued expenses      1,391,824    1,326,115    1,315,106
  Cash dividends
   payable                155,282      154,892      154,726
  Income taxes
   payable                225,751      206,219      216,751
  Liabilities held
   for sale                     -        5,454       20,546
                                -        -----       ------
     Total current
      liabilities       2,466,631    2,448,192    4,825,093
                        ---------    ---------    ---------

  Long-term debt        2,869,377    2,855,812    1,247,883
  Deferred income
   taxes                   71,468      139,167      125,089
  Other liabilities     1,234,447    1,372,380    1,330,395
                        ---------    ---------    ---------
     Total noncurrent
      liabilities       4,175,292    4,367,359    2,703,367
                        ---------    ---------    ---------

  Common stock              5,336        5,323        5,318
  Additional paid-in
   capital                199,259      146,116      105,497
  Income reinvested
   in the business      9,170,064    9,022,927    9,196,465
  Common stock held
   in treasury         (1,390,594)  (1,390,594)  (1,390,594)
  Accumulated other
   comprehensive
   income                 249,471      130,361     (253,211)
  Noncontrolling
   interest                 8,757       11,991       11,616
                            -----       ------       ------
       Total
        stockholders'
        equity          8,242,293    7,926,124    7,675,091
                        ---------    ---------    ---------
                      $14,884,216  $14,741,675  $15,203,551
                      ===========  ===========  ===========