8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 21, 2004

_________________

Commission File Number: 1-4797

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware	36-1258310
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
3600 West Lake Avenue, Glenview, IL	60026-1215
(Address of principal executive offices)	(Zip Code)

        (Registrant’s telephone number, including area code): 847- 724-7500

Not Applicable
(Former name or former address, if changed since last report.)

Item 7. Financial Statements and Exhibits

(c)       Exhibits
Exhibit Number	Exhibit Description
99.1	Press Release issued by Illinois Tool Works Inc. dated July 21, 2004 (furnished pursuant to Item 12).
99.2	Presentation from Illinois Tool Works Inc. second quarter conference call on July 21, 2004 (furnished pursuant to Item 12).

Item 12. Results of Operations and Financial Condition

On July 21, 2004, Illinois Tool Works Inc. (the “Company”) announced its 2004 second quarter results of operations in the press release furnished as Exhibit 99.1. The Company’s presentation from the second quarter conference call held on July 21, 2004 is furnished as Exhibit 99.2

Disclosure regarding why the Company’s management believes the presentation of “free operating cash flow” provides useful information to investors is included in the Company’s 2003 Annual Report of Form 10-K. A reconciliation of free operating cash flows to net cash provided by operating activities is included in the press release furnished as Exhibit 99.1.

	Illinois Tool Works Inc.
Dated: July 21, 2004	/s/ Jon C. Kinney
	Jon C. Kinney
	Senior Vice President and Chief Financial Officer
	(Principal Accounting Officer)

EX-99.1

Exhibit 99.1

ITW NEWS RELEASE

ITW Reports Record Earnings as Diluted Earnings Per Share from Continuing Operations Increased 26 Percent in the 2004 Second Quarter; Revenues Grew 17 Percent and Operating Margins Improved 100 Basis Points in the Most Recent Quarter

        GLENVIEW, ILLINOIS—(July 21, 2004)—Illinois Tool Works Inc. (NYSE:ITW) today reported record earnings as diluted income per share from continuing operations increased 26 percent in the 2004 second quarter. Income from continuing operations in the second quarter was $360.4 million, or $1.16 per diluted share, versus $284.0 million, or 92 cents per diluted share, for the year earlier period. For the second consecutive quarter, the Company posted strong across-the-board results. Revenues grew 17 percent, operating income increased 24 percent and operating margins improved 100 basis points compared to the year ago period.

        The formidable growth in the second quarter financial results was primarily due to the continued improvement in the Company’s North American and international end markets. As a result, total Company base revenues grew 8.4 percent in the second quarter versus the 6.5 percent increase in the first quarter of 2004. In addition, currency translation and a lower effective tax rate accounted for 5 cents of the 24 cent increase in diluted income per share from continuing operations.

        For the 2004 second quarter, revenues were $3.002 billion compared with $2.564 billion for the year earlier period. Second quarter operating income improved to $561.5 million versus $454.1 million in the prior year period. The Company’s overall operating margins of 18.7 percent were 100 basis points higher than a year ago.

        For the 2004 six month period, diluted income per share from continuing operations increased 33 percent to $650.4 million, or $2.09 per diluted share, from $483.5 million, or $1.57 per diluted share in the year earlier period. Revenues grew 17 percent to $5.713 billion from $4.878 billion and operating income increased 30 percent to $1.009 billion from $775.1 million. Operating margins improved 180 basis points to 17.7 percent in the first half of 2004.

        The Company’s free operating cash flow continued to be strong in the most recent quarter at $314.2 million, helping the Company to fund strong acquisition activity. Year-to-date, the Company has completed 18 transactions, which will contribute approximately $415 million of revenues on an annual basis.

        “We continue to be very pleased with nearly all facets of our business and the improving characteristics of our end markets,” said W. James Farrell, Chairman and Chief Executive Officer. “The recently completed quarter was gratifying as we achieved record earnings, continued on our upward march to improve operating margins and closed eight acquisitions which will help us achieve our long-term profitability targets.”

        Segment highlights for the 2004 second quarter include:

        North American Engineered Products second quarter revenues grew 8 percent largely as a result of base revenue growth from the construction and industrial-based businesses. Operating income increased 12 percent as double-digit growth from the above businesses was partially offset by pricing issues related to automotive customers. Income growth also was aided by lower restructuring expenses. As a result, second quarter operating margins of 17.7 percent were 60 basis points higher than the year earlier period. For the six month period, revenues and operating income grew 7 percent and 16 percent, respectively, and operating margins of 17.2 percent were 120 basis points higher than the prior year period.

        International Engineered Products second quarter revenues grew 37 percent principally due to contributions from acquisitions, currency translation and base revenue increases from the construction, general industrial and automotive businesses. Operating income increased 48 percent as a result of the aforementioned base revenue increases as well as contributions from currency translation and acquisitions. Operating margins in the quarter of 15.7 percent were 120 basis points higher than the year earlier period. For the six month period, revenues and operating income increased 33 percent and 49 percent, respectively, and operating margins of 14.2 percent were 160 basis points higher than the year ago period.

        North American Specialty Systems second quarter revenues increased 15 percent largely as a result of base revenue growth from the welding and industrial packaging units as well as contributions from acquisitions. Operating income grew 25 percent mainly due to contributions from the welding and industrial packaging businesses. Operating margins of 18.3 percent were 140 basis points higher than the year earlier period. For the six month period, revenues grew 16 percent and operating income increased 31 percent. Operating margins of 17.5 percent were 200 basis points higher than a year ago.

        International Specialty Systems second quarter revenues increased 20 percent mainly due to contributions from currency translation and acquisitions. Operating income grew 46 percent largely as a result of improved performance from the industrial packaging and food equipment businesses. Income also was boosted by contributions from currency translation and lower restructuring costs. As a result, second quarter operating margins of 14.1 percent were 250 basis points higher than the year earlier period. For the six month period, revenues increased 22 percent and operating income grew 50 percent. Operating margins of 12.8 percent were 240 basis points higher than a year ago.

        Leasing and Investments second quarter operating income of $48.7 million was 6 percent lower than the year earlier period as a result of mark-to-market income in its commercial mortgage portfolio in the prior year, partially offset by gains on the sales of commercial mortgage properties and income from venture capital investments in the current quarter.

        Looking ahead, the Company remains optimistic about its full-year earnings prospects due to strengthening North American and international end markets. As a result, for the 2004 third quarter the Company is forecasting an earnings range of $1.05 to $1.11. For the full year, the Company is modifying its forecast upward to an earnings range of $4.21 to $4.35. The mid-points of the 2004 third quarter and full-year ranges would represent earnings growth from the prior year of 24 percent and 27 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 expectations for full year and third quarter 2004 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 First Quarter.

        ITW is a $10.0 billion 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.

Contact: John Brooklier, 847-657-4104 or jbrooklier@itw.com

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

STATEMENT OF INCOME

	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
Operating Revenues	$	3,002,271		$	2,563,990		$	5,712,620		$	4,877,780
Cost of revenues		1,929,803			1,659,400			3,680,146			3,173,192
Selling, administrative, and R+D expenses		502,880			445,677			986,221			915,365
Amortization and impairment of goodwill and
other intangibles		8,052			4,847			37,075			14,157
Operating Income		561,536			454,066			1,009,178			775,066
Interest expense		(18,991	)		(19,128	)		(34,873	)		(36,560	)
Other income		3,505			2,007			11,170			5,323
Income From Continuing Operations Before Income Taxes		546,050			436,945			985,475			743,829
Income taxes		185,700			152,900			335,100			260,300
Income From Continuing Operations		360,350			284,045			650,375			483,529
Income (Loss) From Discontinued Operations		--			(7,941	)		171			(12,048	)
Net Income	$	360,350		$	276,104		$	650,546		$	471,481
Income Per Share from Continuing Operations:
Basic		$1.17			$0.93			$2.11			$1.58
Diluted		$1.16			$0.92			$2.09			$1.57
Income (Loss) Per Share from Discontinued Operations:
Basic		$0.00			$(0.03	)		$0.00			$(0.04	)
Diluted		$0.00			$(0.03	)		$0.00			$(0.04	)
Net Income Per Share:
Basic		$1.17			$0.90			$2.11			$1.54
Diluted		$1.16			$0.90			$2.10			$1.53
Shares outstanding during the period :
Average		308,086			306,789			308,168			306,711
Average assuming dilution		310,638			308,209			310,504			307,960

ESTIMATED FREE OPERATING CASH FLOW

	Three Months Ended June 30						Six Months Ended June 30
	2004			2003			2004			2003
Net cash provided by operating activities	$	362,799		$	276,326		$	682,499		$	493,500
Plus: Proceeds from investments		20,684			7,376			39,496			23,041
Less: Additions to PP+E		(69,259	)		(65,965	)		(129,772	)		(122,138	)
Free operating cash flow	$	314,224		$	217,737		$	592,223		$	394,403

ILLINOIS TOOL WORKS INC.
(In thousands)

STATEMENT OF FINANCIAL POSITION

	June 30, 2004			Mar. 31, 2004			Dec. 31, 2003
ASSETS
Cash + equivalents	$	1,537,208		$	1,729,058		$	1,684,483
Trade receivables		1,979,770			1,909,639			1,721,186
Inventories		1,098,222			1,070,483			991,979
Deferred income taxes		222,213			226,875			217,638
Prepaids and other current assets		161,321			159,338			167,916
Total current assets		4,998,734			5,095,393			4,783,202
Net plant + equipment		1,791,330			1,783,239			1,728,638
Investments		893,052			851,657			832,358
Goodwill		2,718,192			2,618,072			2,511,281
Intangible assets		321,743			276,295			287,582
Deferred income taxes		366,446			389,771			370,737
Other assets		760,912			751,687			679,523
	$	11,850,409		$	11,766,114		$	11,193,321
LIABILITIES and STOCKHOLDERS' EQUITY
Short-term debt	$	59,962		$	51,350		$	56,094
Accounts payable		550,076			537,370			481,407
Accrued expenses		881,729			831,344			870,950
Cash dividends payable		73,571			74,028			73,948
Income taxes payable		224,477			204,680			6,504
Total current liabilities		1,789,815			1,698,772			1,488,903
Long-term debt		923,510			920,849			920,360
Other liabilities		926,931			912,377			909,772
Total non-current liabilities		1,850,441			1,833,226			1,830,132
Common stock		3,105			3,097			3,089
Additional paid-in capital		894,625			850,303			825,924
Income reinvested in the business		7,440,056			7,153,277			6,937,110
Common stock held in treasury		(260,682	)		(1,592	)		(1,648	)
Accumulated other comprehensive income		133,049			229,031			109,811
Total stockholders' equity		8,210,153			8,234,116			7,874,286
	$	11,850,409		$	11,766,114		$	11,193,321

EX-99.2

ITW Conference Call

Second Quarter

2004

Exhibit 99.2

ITW
Agenda

1.

Introduction……………………..John Brooklier

2.

Financial Overview……………...Jon Kinney

3.

Manufacturing Segments……… John Brooklier

4.

Forecast 2004………………….…Jon Kinney

4.

Q & A………………...…………Kinney/Brooklier

ITW
Forward-Looking Statements

This conference call 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 expectations for full year 2004 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, including, without limitation, the risks
described herein.  Important factors that may influence future results
include (1) a downturn in the construction, automotive, general industrial,
food service and retail, or commercial real estate markets, (2)
deterioration in global and domestic business and economic conditions,
particularly in North America, the European Community or Australia, (3)
the unfavorable impact of foreign currency fluctuations, (4) an
interruption in, or reduction in, introducing new products into the
Company’s product lines, and (5) an unfavorable environment for making
acquisitions or dispositions, domestic and international, including adverse
accounting or regulatory requirements and market values of candidates.

Conference Call Playback

Replay number: 203-369-1569

No pass code necessary

Telephone replay available through
midnight of August 4, 2004

Webcast / PowerPoint replay available at
itw.com website

ITW
Quarterly Highlights

2003

2004

Q2

Q2

Amount

%

Operating Revenues

2,564.0

3,002.3

438.3

17.1%

Operating Income

454.1

561.5

107.4

23.7%

% of Revenues

17.7%

18.7%

1.0%

Income From Continuing Operations

Income Amount

284.0

360.4

76.4

26.9%

Income Per Share-Diluted

0.92

1.16

0.24

26.1%

Average Invested Capital

6,698.2

7,399.2

(701.0)

-10.5%

Return on Average Invested Capital

17.6%

20.0%

2.4%

Free Operating Cash Flow

217.7

314.2

96.5

44.3%

F(U) Last Year

ITW
Quarterly Operating Analysis

Revenue

Income

Margins

Base Manufacturing Business

Operating Leverage

8.4%

19.1%

1.8%

Nonvolume-related

-

-2.8%

-0.5%

Total

8.4%

16.3%

1.3%

Acquisitions / Divestitures

5.7%

2.4%

-0.6%

Translation

4.2%

3.8%

-0.1%

Impairment

-

-

-

Restructuring

-

1.9%

0.3%

Leasing & Investments

-0.5%

-0.7%

-

Other Revenue

-0.7%

-

0.1%

Total

17.1%

23.7%

1.0%

ITW
Leasing & Investments

2003

2004

Q2

Q2

Amount

%

Operating Revenues

65.8

53.2

(12.6)

-19.1%

Operating Income

52.1

48.7

(3.4)

-6.5%

Operating Margins

79.2%

91.5%

12.3%

F(U) Last Year

2003

2004

Q2

Q2

Amount

%

Operating Income

454.1

561.5

107.4

23.7%

Interest Expense

(19.1)

(18.9)

0.2

Other Income

2.0

3.5

1.5

Income From Continuing Operations-P/T

437.0

546.1

109.1

25.0%

Income Taxes

152.9

185.7

(32.8)

% to Pre Tax Income

35.0%

34.0%

1.0%

Income From Continuing Operations-A/T

284.0

360.4

76.4

26.9%

F(U) Last Year

ITW
Non Operating & Taxes

6/30/03

3/31/04

6/30/04

Trade Receivables

1,709.7

1,909.6

1,979.8

Days Sales Outstanding

60.0

63.4

59.3

Inventories

1,011.7

1,070.5

1,098.2

Months on Hand

1.8

1.8

1.7

Other Current Assets

367.0

386.2

383.5

Accounts Payable & Accruals

(1,414.5)

(1,647.4)

(1,729.9)

Operating Working Capital

1,673.9

1,718.9

1,731.6

% to Revenue(Prior 4 Qtrs.)

17%

16%

16%

Net Plant & Equipment

1,703.5

1,783.2

1,791.3

Investments, net of  L&I Debt

655.4

659.9

749.5

Goodwill

2,484.3

2,618.1

2,718.2

Other, net

345.1

505.4

522.2

Invested Capital

6,862.2

7,285.5

7,512.8

ITW
Invested Capital

ITW
Debt & Equity

6/30/03

3/31/04

6/30/04

Total Capital

Short Term Debt

116.8

51.4

60.0

Long Term Debt

1,446.0

920.8

923.5

Total Debt

1,562.8

972.2

983.5

Stockholders' Equity

7,295.3

8,234.1

8,210.2

Total Capital

8,858.1

9,206.3

9,193.7

Less:

Leasing & Investments Debt

(761.8)

(191.8)

(143.7)

Cash

(1,234.1)

(1,729.0)

(1,537.2)

Net Debt & Equity

6,862.2

7,285.5

7,512.8

Debt to Total Capital

18%

11%

11%

2003

2004

Q2

Q2

Net Income

276.1

360.4

Adjust for Non-Cash Items

49.8

52.0

Changes in Operating Assets & Liab.

(49.6)

(49.6)

Net Cash From Operating Activities

276.3

362.8

Additions to Plant & Equipment

(66.0)

(69.3)

Proceeds from investments

7.4

20.7

Free Operating Cash Flow

217.7

314.2

Stock Repurchase

-

(259.1)

Acquisitions

(59.5)

(182.8)

Investments

(11.7)

(14.0)

Dividends

(70.5)

(74.0)

Debt

(6.5)

5.2

Other

39.0

18.7

Net Cash Increase/(Decrease)

108.5

(191.8)

ITW
Cash Flow

2003

2004

F(U)

Current Quarter

Q2

Q2

Prior Yr.

Operating Income after taxes

295.1

370.6

75.5

Operating Margins

11.5%

12.3%

0.8%

Average Invested Capital

6,698.2

7,399.2

701.0

Capital Turnover

1.53

1.62

0.09

Return on Average Invested Capital

17.6%

20.0%

2.4%

2003

2004

F(U)

Year to Date

Q2

Q2

Prior Yr.

Operating Income after taxes

503.8

666.1

162.3

Operating Margins

10.3%

11.7%

1.3%

Average Invested Capital

6,632.8

7,255.2

622.4

Capital Turnover

1.47

1.57

0.10

Return on Average Invested Capital

15.2%

18.4%

3.2%

ITW
Return on Average Invested Capital

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Annual Revenues Acquired

49

35

231

32

247

168

-

-

Purchase Price

Cash Paid

44

30

74

56

184

183

-

-

Stock Issued

-

-

-

-

2

-

-

-

Total

44

30

74

56

186

183

-

-

Number of Acquisitions

North America

Engineered Products

1

-

3

3

2

1

-

-

Specialty Systems

-

2

1

1

-

1

-

-

International

Engineered Products

-

1

2

1

5

2

-

-

Specialty Systems

7

3

3

-

3

4

-

-

Total

8

6

9

5

10

8

-

-

2003

2004

ITW
Acquisitions

Key Economic Data

June ’04 ISM: 61.1% is down only slightly from
62.5% in March ’04

US Industrial Production (ex. Tech.): +5.0% in May
’04 compared to +2.2% in March ’04

Euro-Zone Purchasing Managers’ Index: 54.4% in
June ’04 vs. 52.5% in February ’04

Euro-Zone Industrial Production: +1.6% in April
’04 vs. +0.6% in January ’04; UK, Germany and
France all improve

2003

2004

Q2

Q2

Amount

%

Operating Revenues

781.7

845.4

63.7

8.1%

Operating Income

133.3

149.7

16.4

12.2%

Operating Margins

17.1%

17.7%

0.6%

F(U) Last Year

ITW
Engineered Products – North America

Operating

Operating

Operating

Revenue

Income

Margins

Base Business

Operating Leverage

8.5%

20.6%

1.9%

Nonvolume-related

-

-11.1%

-1.8%

Total

8.5%

9.5%

0.1%

Acquisitions / Divestitures

-0.4%

-0.4%

-

Translation

-

-

-

Impairment

-

-

-

Restructuring

-

3.1%

0.5%

Total

8.1%

12.2%

0.6%

% F(U) Prior Year

Engineered Products-North America
Quarterly Analysis

Engineered Products-North America
Key Points

Total Construction: +11%

ITW construction (Paslode/Buildex/Ramset/ITW Brands)
base revenues: +17% for Q2                                                         

Wilsonart base revenues: +6% ; Flooring grows 10+% ; basic
laminate increases 5%

Total construction: new housing +15%; renovation/rehab
+15%; Commercial +6%

2004 End Market Assumptions:

New housing: -3%

Renovation: +3% to +4%

Commercial: Revenues improve in 2^nd half of year

Engineered Products-North America
Key Points

Auto base revenues: +3% for Q2

Big 3 build rates: -2% for Q2

GM: -1%

Ford: -5%

Chrysler: +2%

June Big 3 inventories: 85 days

GM: 89 days

Ford: 88 days

Chrysler: 73 days

ITW estimate for 2004:

Q3: -4%

FY: -3%

Industrial: base revenues +10% for Q2

Industrial Plastics, Engineered Polymers, Fibre Glass
Evercoat all had double digit base revenue growth in Q2

ITW
Engineered Products – International

2003

2004

Q2

Q2

Amount

%

Operating Revenues

470.8

645.6

174.8

37.1%

Operating Income

68.2

101.1

32.9

48.3%

Operating Margins

14.5%

15.7%

1.2%

F(U) Last Year

Engineered Products-International
Quarterly Analysis

Operating

Operating

Operating

Revenue

Income

Margins

Base Business

Operating Leverage

9.8%

27.2%

2.3%

Nonvolume-related

-

-0.2%

-

Total

9.8%

27.0%

2.3%

Acquisitions / Divestitures

15.5%

9.5%

-0.9%

Translation

11.8%

13.9%

0.1%

Impairment

-

-

-

Restructuring

-

-2.1%

-0.3%

Total

37.1%

48.3%

1.2%

% F(U) Prior Year

Engineered Products-International
Key Points

Construction base revenues: +12% in Q2   

Europe: +11% growth (strength in France, Germany, UK,
Italy and Denmark)

Austral-Asia: +9% (Paslode/Buildex in Australia)

Wilsonart Intl.: +16% (good activity in China)

Automotive base revenues: +7% in Q2

Builds: -1% ytd

Ford: +10.8%; BMW: +6.4%; Renault: +1.9%; Fiat: -
16.8%; GM Group: -7.6%; VW Group: -1.3%

ITW forecasting FY ’04 builds: +1% to +2%        

Industrial base revenues: +8% in Q2

Electronic component packaging, industrial plastics, and
fluid products all grew base revenues in range of 8% to
10%

ITW
Specialty Systems-North America

2003

2004

Q2

Q2

Amount

%

Operating Revenues

842.2

972.2

130.0

15.4%

Operating Income

142.7

177.7

35.0

24.6%

Operating Margins

16.9%

18.3%

1.4%

F(U) Last Year

Specialty Systems-North America
Quarterly Analysis

Operating

Operating

Operating

Revenue

Income

Margins

Base Business

Operating Leverage

10.8%

26.7%

2.4%

Nonvolume-related

-

-4.2%

-0.6%

Total

10.8%

22.5%

1.8%

Acquisitions / Divestitures

4.6%

2.3%

-0.4%

Translation

-

0.1%

-

Impairment

-

-

-

Restructuring

-

-0.3%

-

Total

15.4%

24.6%

1.4%

% F(U) Prior Year

Specialty Systems-North America
Key Points

Welding base revenues: 20+% in Q2 due primarily
to stronger equipment sales to construction and
other end markets; consumables and components
units also grew sales

Industrial packaging: Signode base revenue grew
+13% in Q2; consumables / machinery both show
improvement

Food Equipment base revenues: Flat in Q2 vs. -9%
FY 2003; late cycle recovery business

ITW
Specialty Systems-International

2003

2004

Q2

Q2

Amount

%

Operating Revenues

498.4

598.4

100.0

20.1%

Operating Income

57.8

84.3

26.5

45.9%

Operating Margins

11.6%

14.1%

2.5%

F(U) Last Year

Specialty Systems-International
Quarterly Analysis

Operating

Operating

Operating

Revenue

Income

Margins

Base Business

Operating Leverage

2.2%

7.0%

0.6%

Nonvolume-related

-

12.4%

1.4%

Total

2.2%

19.4%

2.0%

Acquisitions / Divestitures

7.6%

3.0%

-0.7%

Translation

10.3%

12.9%

-

Impairment

-

-

-

Restructuring

-

10.6%

1.2%

Total

20.1%

45.9%

2.5%

% F(U) Prior Year

Specialty Systems-International
Key Points

Signode base revenues strengthen in Q2:

      -Europe: +4%

      -Asia/Pacific: +10%

Food Equipment: base revenues +2%;
operating margins improve 250 basis points
in Q2

Finishing: base revenues +4% in Q2;
operating margins improve 180 basis points

Welding: base revenues +5% and operating
margins improved substantially

Mid

Low

High

Point

3rd Quarter

Base Revenues

6.5%

8.5%

7.5%

Income Per Share-Diluted

$1.05

$1.11

$1.08

%F(U) 2003

21%

28%

24%

Full Year

Base Revenues

6.6%

7.8%

7.2%

Income Per Share-Diluted

$4.21

$4.35

$4.28

%F(U) 2003

25%

29%

27%

ITW
2004 Forecast

ITW 2004 Forecast
Key Assumptions

Exchange rates hold at current levels.

Acquired revenues in the $500 to $700 million
range.

Restructuring cost of $20 to $30 million.

No further goodwill or intangible impairment cost.

Share repurchase will add 5 to 7 cents per share
for the year.

Tax rate of 34%.

ITW Conference Call

Q & A

Second Quarter

2004