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ITW Reports Record Revenues for 1999 Fourth Quarter and Full Year

1 February 2000

ITW Reports Record Revenues for 1999 Fourth Quarter and Full Year; Net Income Grows 11% Before 4th Quarter Merger Related Costs
    GLENVIEW, Ill., Feb. 1 -- Illinois Tool Works Inc.
today reported record revenues for the 1999 fourth quarter and
full year as a result of improving base business growth and ongoing
acquisition activity.  Net income for the 1999 fourth quarter increased
11 percent before nonrecurring transaction and compensation costs associated
with the November 23, 1999 merger with Premark International, Inc.
    For the 1999 fourth quarter, net income before the one time charge was
82 cents per share versus 74 cents on a restated basis for prior year period.
As a result of merger related costs, 1999 fourth quarter net income was
reduced to 59 cents per share.  For full year 1999, net income before the
nonrecurring charge was $2.99 per share, a 12 percent increase compared to a
restated $2.66 in the prior year.  Including the one-time charge, full-year
net income was a record $841 million, or $2.76 per share, a four percent
increase.
    Operating revenues increased 10 percent to $2.5 billion in the fourth
quarter and 11 percent to $9.3 billion for the full year.  While operating
income increased 7 percent to $1.4 billion for the full year, operating income
grew 14 percent before merger related costs.
    "We are pleased with both our operating performance and our acquisition
program during 1999," said W. James Farrell, ITW's chairman and chief
executive officer.  "Our base business growth rate was 4 percent in the fourth
quarter and 3 percent for the full year.  As to acquisitions, we completed
28 smaller transactions representing nearly $900 million in revenues for the
full year.  As important, the process by which we will improve the newly
acquired food equipment and Wilsonart businesses is underway.  This ongoing
process further validates our belief that these operations will be strong
additions to our more than 500 worldwide units."
    Segment highlights for the 1999 fourth quarter include:
    North American Engineered Products revenues increased 16 percent due to
acquisition activity and strong base business growth in the automotive,
construction and consumer packaging businesses.  Operating income grew
14 percent largely as a result of revenue growth in the above businesses.  For
the full year, revenues and operating income increased 16 percent and
18 percent, respectively.
    International Engineered Products revenues grew 28 percent and operating
income increased 14 percent primarily due to acquisitions as well as
contributions from base automotive and polymers businesses.  Margins were
negatively impacted by restructuring costs in a number of European businesses.
Revenues were up 28 percent and operating income increased 4 percent for
full-year 1999.
    North American Specialty Systems revenues increased 11 percent due to
contributions from base businesses and acquisitions.  The base business grew
at its fastest rate in nearly two years, with welding, industrial packaging,
finishing and food equipment businesses all contributing to growth.  Operating
income increased 15 percent thanks to improved operating efficiencies in a
variety of businesses.  This translated into a 70 basis point improvement in
margins.  For the full year, revenues and operating income grew 9 percent and
15 percent, respectively.
    While International Specialty Systems revenues declined 3 percent,
operating income increased 18 percent.  The 210 basis point improvement in
margins was primarily attributable to better productivity in the consumer and
industrial packaging businesses as well as finishing operations.  Revenues and
operating income were essentially flat for the full year.
    Consumer products revenues were down 4 percent and operating income
declined significantly as a result of accounting adjustments at Florida Tile.
For the full year, revenues increased 3 percent and operating income grew
19 percent.
    Leasing and investments operating income was down 19 percent, largely as a
result of strong gains on sales of assets from the prior year period.  For the
full year, operating income grew 26 percent.
    ITW is a $9.3 billion diversified manufacturer of highly engineered
components and industrial systems.  The company consists of more than
500 decentralized operations in 40 countries and employs approximately
52,800 people.

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

                               THREE MONTHS ENDED      TWELVE MONTHS ENDED
                                  DECEMBER 31,             DECEMBER 31,
    STATEMENT OF INCOME         1999        1998         1999        1998

    Operating Revenues       $2,487,329 $2,258,106   $9,333,185  $8,386,971
      Cost of revenues        1,601,127  1,458,757    6,042,548   5,485,533
      Selling,
       administrative, and
       R&D expenses             461,062    415,393    1,730,031   1,542,684
      Amortization of
       goodwill & other
       intangibles               19,432     16,926       74,222      50,008
      Premark merger-related
       costs                     81,020         --       81,020          --
    Operating Income            324,688    367,030    1,405,364   1,308,746
      Interest expense          (17,420)   (10,487)     (67,510)    (29,216)
      Other income                3,631        612       14,858       1,017
    Income Before Income
     Taxes                      310,899    357,155    1,352,712   1,280,547
    Income taxes                130,857    131,423      511,600     470,800
    Net Income                 $180,042   $225,732     $841,112    $809,747

    Net Income Per Share:
      Basic                       $0.60      $0.75        $2.80       $2.70
      Diluted                     $0.59      $0.74        $2.76       $2.66

    Net Income Per Share
     (excluding merger-related
     costs):
      Basic                       $0.83      $0.75        $3.04       $2.70
      Diluted                     $0.82      $0.74        $2.99       $2.66

    Shares outstanding during
     the period:
      Average                   300,497    299,960      300,158     299,912
      Average assuming
       dilution                 304,433    304,411      304,649     304,641


                                        DEC 31,       SEPT 30,       DEC 31,
    STATEMENT OF FINANCIAL POSITION       1999          1999          1998
    ASSETS
    Cash & equivalents                  $232,953      $150,172     $109,526
    Trade receivables                  1,630,937     1,570,728    1,465,899
    Inventories                        1,084,212     1,063,775    1,036,817
    Deferred income taxes                188,729       189,242      180,787
    Prepaids and other current assets    136,100       306,595      235,570
      Total current assets             3,272,931     3,280,512    3,028,599

    Plant & equipment                  3,912,298     3,829,994    3,592,491
    Less: accumulated depreciation    (2,278,367)   (2,233,707)  (2,100,221)
      Net plant & equipment            1,633,931     1,596,287    1,492,270

    Investments                        1,188,120     1,185,202    1,183,493
    Goodwill & other intangibles       2,029,959     1,986,622    1,556,774
    Deferred income taxes                433,792       506,918      509,486
    Other assets                         501,526       423,798      441,866
                                      $9,060,259    $8,979,339   $8,212,488

    LIABILITIES and
     STOCKHOLDERS' EQUITY
    Short-term debt                     $553,655      $553,459     $428,019
    Accounts payable                     470,200       426,481      421,043
    Accrued expenses                     906,215       859,812      853,122
    Cash dividends payable                54,102        51,867       43,709
    Income taxes payable                  61,189       154,962      106,543
      Total current liabilities        2,045,361     2,046,581    1,852,436

    Long-term debt                     1,360,746     1,369,759    1,208,046
    Other liabilities                    838,729       867,584      908,634
      Total non-current liabilities    2,199,475     2,237,343    2,116,680

    Common stock & additional
     paid-in capital                     520,218       751,114      733,884
    Income reinvested in the business  4,485,515     4,362,873    3,864,024
    Common stock held in treasury         (1,783)     (252,087)    (238,502)
    Unearned restricted stock                 --        (2,258)      (3,400)
    Cumulative translation adjustment   (188,527)     (164,227)    (112,634)
      Total stockholders' equity       4,815,423     4,695,415    4,243,372
                                      $9,060,259    $8,979,339   $8,212,488