8-K

UNITED STATES

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): October 16, 2008

_________________________

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-4797	36-1258310
(State or other jurisdiction of incorporation)	(Commission File No.)	(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

NotApplicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.Results of Operations and Financial Condition

On October 16, 2008, Illinois Tool Works Inc. (the “Company”) announced its 2008 third quarter results of operations in the press release furnished as Exhibit 99.1. The Company’s presentation from the third quarter conference call held on October 16, 2008 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 2007 Annual Report on 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.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits
	Exhibit Number	Exhibit Description
	99.1	Press Release issued by Illinois Tool Works Inc. dated October 16, 2008 (furnished pursuant to Item 2.02).
	99.2	Presentation from Illinois Tool Works Inc. third quarter conference call on October 16, 2008 (furnished pursuant to Item 2.02).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ILLINOIS TOOL WORKS INC.
Dated: October 16, 2008	By: /s/ Ronald D. Kropp
	Ronald D. Kropp
	Senior Vice President & Chief Financial Officer
	(Principal Accounting Officer)

EX-99.1

Exhibit 99.1

ITW NEWS RELEASE

ITW Reports Diluted Income Per Share from Continuing Operations of $0.85 in the 2008 Third Quarter,

an Increase of 1 Percent; Revenues Increased 11 Percent in the Quarter

GLENVIEW, ILLINOIS—(October 16, 2008)—Illinois Tool Works Inc. (NYSE: ITW) today reported diluted income per share from continuing operations of $0.85, an increase of 1 percent in the 2008 third quarter versus the prior year period. The Company’s revenues increased 11 percent as a result of acquisition and currency translation contributions.

The double-digit operating revenue increase in the third quarter consisted of a 6.9 percent contribution from acquisitions and a 4.7 percent contribution from currency translation. Base revenues declined 0.8 percent in the quarter due to lower North American and international sales volumes partially offset by higher raw material price recovery. North American base revenues declined 2.1 percent and international base revenues increased a modest 1.2 percent in the quarter. For the 2008 third quarter, revenues were $4.148 billion versus $3.744 billion for the prior year period. While operating income was down 1.6 percent from the year-ago period, income from continuing operations decreased 4.5 percent due to higher non-operating costs.

The 2008 third quarter income statement reflects the recently announced reclassification of results for discontinued operations in which the operating results for the Decorative Surfaces segment and the Click Commerce business were reclassified to discontinued operations for reporting purposes.

For continuing operations, total company operating margins of 15.4 percent in the quarter were 190 basis points lower than the prior year period primarily due to lower base revenue margins and the dilutive impact of acquisitions. In the quarter, base revenue margins declined 130 basis points mainly due to volume decreases and the lower margins associated with raw material pricing increases. Acquisitions contributed 70 basis points of dilution in the quarter.

“While our financial results in the third quarter were clearly impacted by slowing end markets, our decentralized businesses continue to assess local market conditions and implement aggressive cost-cutting initiatives where appropriate,” said David B. Speer, chairman and chief executive officer. “We also continue to utilize our strong free operating cash flow--$599 million for the quarter and $1.4 billion year-to-date--to fund acquisitions and buy back shares. In the third quarter, we acquired 14 companies representing $847 million of annualized revenues. Through September 30, 2008, we have acquired 40 companies representing $1.4 billion of annualized revenues. Also, in the quarter we paid $406 million to repurchase 8.5 million shares. Through September 30, we have spent $1.0 billion to buy back 20.2 million shares.”

Highlights for the 2008 third quarter include:

*Worldwide revenues for the Power Systems and Electronics segment grew 9.4 percent in the quarter, with base revenues increasing 3.1 percent. On a worldwide basis, welding base revenues grew 5.7 percent in the quarter on the strength of its international business units. The ground support equipment businesses increased their base revenues 6.9 percent in the quarter. While operating margins of 19.0 percent were 50 basis points lower than the year-ago period, base revenue margins actually improved 40 basis points versus the year-ago period. Acquisitions were 90 basis points dilutive in the quarter.

*Worldwide revenues for the Polymers and Fluids segment increased 46.9 percent in the quarter, with base revenues contributing 3.5 percent. Base revenue growth was largely driven by a 15.4 percent increase in the North American Polymers businesses. Operating margins of 14.4 percent were 290 basis points lower than the year-ago period. The decline in margin was primarily driven by 320 basis points of dilution from acquisitions. Base revenue margins grew 20 basis points in the quarter.

*Worldwide revenues for the Construction segment increased 1.7 percent in the quarter, with base revenues declining 4.4 percent. North American construction base revenues declined 6.2 percent while construction international base revenues fell 3.2 percent. North American margins continue to be most impacted by the residential sector, where housing starts in the third quarter were 31 percent lower than the year ago period. Operating margins of 14.0 percent were 90 basis points lower than the prior year period. Base revenue margins declined 120 basis points in the quarter.

*Worldwide revenues for the Transportation segment grew 8.9 percent in the quarter, with base revenues decreasing 9.6 percent. The decline in base revenues was tied to weakening North American and international auto builds. In North America, total Detroit 3 and new domestic builds declined 16 percent in the quarter while international builds were flat in the same period. North American automotive base revenues declined 18.1 percent and international base revenues fell 7.3 percent in the quarter. In the automotive aftermarket group of businesses, base revenues grew 2.8 percent in the quarter. For the segment, operating margins of 11.8 percent were 480 basis points lower than the year ago period. Base revenue margins declined 430 basis points in the quarter.

Looking ahead, the Company is forecasting the fourth quarter 2008 diluted income per share from continuing operations to be in a range of $0.74 to $0.82. The 2008 fourth quarter forecast assumes a total company growth range of 6 percent to 9 percent. For the full year, the Company is forecasting diluted income per share from continuing operations to be in a range of $3.24 to $3.32. The full-year forecast assumes a total Company revenue growth range of 10 percent to 11 percent. If the Company meets the midpoints of both forecasts, diluted income per share from continuing operations would decrease 5 percent in the fourth quarter and would increase 6 percent for full-year 2008. Additionally, the Company is revising its full-year forecast for acquired revenues and the share buyback program. The Company now expects full-year acquired revenues on an annualized basis to be in a range of $1.5 to $1.6 billion. It also expects share repurchases for the full-year to be in a range of $1.0 billion to $1.2 billion.

This Earnings Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitations, statements regarding operating performance, revenue growth, operating income, income from continuing operations, diluted income per share from continuing operations, use of free cash, new and potential acquisitions, end market conditions, discontinued operations 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 2008 second quarter.

With $14.9 billion in revenues, ITW is a multinational manufacturer of a diversified range of value-added industrial products and equipment. The Company consists of approximately 825 business units in 52 countries and employs some 60,000 people.

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

ILLINOIS TOOL WORKS INC.
(In thousands except per share data)
			Three Months Ended				Nine Months Ended
			September 30,				September 30,
STATEMENT OF INCOME			2008		2007		2008		2007
Operating Revenues		$	4,147,757	$	3,744,402	$	12,190,960	$	10,962,643
Cost of revenues			2,699,268		2,389,520		7,860,141		7,013,882
Selling, administrative, and R&D expenses			759,142		669,563		2,272,862		2,010,476
Amortization and impairment of goodwill and other
intangibles			50,384		35,762		133,834		108,109
Operating Income			638,963		649,557		1,924,123		1,830,176
Interest expense			(38,169)		(25,783)		(112,126)		(75,734)
Other income			15,899		23,024		20,059		53,582
Income From Continuing Operations Before Taxes			616,693		646,798		1,832,056		1,808,024
Income taxes			173,404		182,697		522,100		539,616
Income From Continuing Operations			443,289		464,101		1,309,956		1,268,408
Income (Loss) From Discontinued Operations			10,229		26,987		(24,727)		130,721
Net Income		$	453,518	$	491,088	$	1,285,229	$	1,399,129
Income Per Share from Continuing Operations:
Basic			$0.86		$0.84		$2.51		$2.28
Diluted			$0.85		$0.84		$2.49		$2.27
Income (Loss) Per Share from Discontinued Operations:
Basic			$0.02		$0.05		$(0.05)		$0.24
Diluted			$0.02		$0.05		$(0.05)		$0.23
Net Income Per Share:
Basic			$0.88		$0.89		$2.46		$2.52
Diluted			$0.87		$0.89		$2.45		$2.50
Shares outstanding during the period:
Average			517,914		549,561		521,886		555,474
Average assuming dilution			521,086		554,255		525,326		559,949
ESTIMATED FREE OPERATING CASH FLOW			Three Months Ended				Nine Months Ended
			September 30,				September 30,
			2008		2007		2008		2007
	Net cash provided by operating activities	$	688,759	$	736,441	$	1,632,787	$	1,690,898
	Less: Additions to PP&E		(89,308)		(80,298)		(274,295)		(254,627)
	Free operating cash flow	$	599,451	$	656,143	$	1,358,492	$	1,436,271

ILLINOIS TOOL WORKS INC.
(In thousands)
		September 30,		June 31,		December 31,
STATEMENT OF FINANCIAL POSITION		2008		2008		2007
ASSETS
Cash and equivalents	$	867,618	$	640,174	$	827,524
Trade receivables		2,981,707		3,302,285		2,915,546
Inventories		1,835,525		1,845,621		1,625,820
Deferred income taxes		168,486		209,103		189,093
Prepaids and other current assets		505,859		408,406		464,143
Assets held for sale		619,764		144,653		143,529
Total current assets		6,978,959		6,550,242		6,165,655
Net plant and equipment		2,120,769		2,285,049		2,194,010
Investments		498,348		506,407		507,567
Goodwill		4,782,752		4,753,450		4,387,165
Intangible assets		1,689,705		1,526,430		1,296,176
Deferred income taxes		74,210		68,482		61,416
Other assets		874,848		899,895		913,873
	$	17,019,591	$	16,589,955	$	15,525,862
LIABILITIES and STOCKHOLDERS' EQUITY
Short-term debt	$	2,197,110	$	1,465,927	$	410,512
Accounts payable		845,634		921,223		854,148
Accrued expenses		1,395,273		1,443,172		1,335,973
Cash dividends payable		158,460		145,423		148,427
Income taxes payable		211,224		194,363		205,381
Liabilities held for sale		206,537		5,101		5,844
Total current liabilities		5,014,238		4,175,209		2,960,285
Long-term debt		1,398,165		1,462,435		1,888,839
Deferred income taxes		464,800		376,741		260,658
Other liabilities		1,046,468		1,076,411		1,064,755
Total non-current liabilities		2,909,433		2,915,587		3,214,252
Common stock		5,314		5,311		5,625
Additional paid-in capital		81,656		61,213		173,610
Income reinvested in the business		9,117,416		8,822,359		9,879,065
Common stock held in treasury		(991,583)		(585,574)		(1,757,761)
Accumulated other comprehensive income		883,117		1,195,850		1,050,786
Total stockholders' equity		9,095,920		9,499,159		9,351,325
	$	17,019,591	$	16,589,955	$	15,525,862

EX-99.2

ITW Conference Call

Third Quarter

2008

Exhibit 99.2

1

ITW
Agenda

1.  Introduction…………………….. John Brooklier/David Speer

2.  Financial Overview…………….. Ron Kropp

3.  Reporting Segments………..…. John Brooklier

4.  Forecast 2008……….…….….… Ron Kropp

5.  Q & A………………......………… John Brooklier/Ron Kropp/David Speer

2

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
operating performance, revenue growth, operating income,
income from continuing operations, diluted income per share
from continuing operations, use of free cash, potential
acquisitions, end market conditions, discontinued operations,  
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 risks that could cause actual results to
differ materially from the Company’s expectations are set
forth in ITW’s Form 10-Q for the 2008 second quarter and
Form 10-K for 2007.

3

Conference Call Playback

Replay number: 402-220-9716

No pass code necessary

Telephone replay available through midnight of
October 30, 2008

Webcast / PowerPoint replay available at
itw.com website

4

ITW
Quarterly Highlights

2007

2008

Q3

Q3

Amount

%

Operating Revenues

3,744.4

4,147.8

403.4

10.8%

Operating Income

649.6

639.0

(10.6)

-1.6%

% of Revenues

17.3%

15.4%

-1.9%

Income from Continuing Operations

Income Amount

464.1

443.3

(20.8)

-4.5%

Income Per Share-Diluted

0.84

0.85

0.01

1.2%

Net Income

Income Amount

491.1

453.5

(37.6)

-7.7%

Income Per Share-Diluted

0.89

0.87

(0.02)

-2.2%

Free Operating Cash Flow

656.1

599.5

(56.6)

-8.6%

F(U) Last Year

5

ITW
Quarterly Operating Analysis

Operating

Operating

Operating

Revenues

Income

Margins

Base Manufacturing Business

Operating Leverage

-0.8%

-1.9%

-0.2%

Changes in VM & OH costs

-

-6.1%

-1.1%

Total

-0.8%

-8.0%

-1.3%

Acquisitions/Divestitures

6.9%

1.9%

-0.7%

Translation

4.7%

4.1%

-

Impairment

-

0.1%

-

Restructuring

-

0.3%

0.1%

Intercompany/Other

-

-

-

Total

10.8%

-1.6%

-1.9%

% F(U) Prior Year

6

ITW
Non Operating & Taxes

2007

2008

Q3

Q3

Amount

%

Operating Income

649.6

639.0

(10.6)

-1.6%

Interest Expense

(25.8)

(38.2)

(12.4)

Other Income

23.0

15.9

(7.1)

Income from Continuing Operations-Pretax

646.8

616.7

(30.1)

-4.7%

Income Taxes

182.7

173.4

9.3

% to Pretax Income

28.2%

28.1%

0.1%

Income from Continuing Operations

464.1

443.3

(20.8)

-4.5%

Income from Discontinued Operations

27.0

10.2

(16.8)

Net Income

491.1

453.5

(37.6)

-7.7%

F(U) Last Year

7

ITW
Invested Capital

9/30/07

6/30/08

9/30/08

Trade Receivables

2,842.4

3,302.3

2,981.7

Days Sales Outstanding

63.6

66.0

64.7

Inventories

1,607.8

1,845.6

1,835.5

Months on Hand

1.9

1.9

2.0

Prepaids and Other Current Assets

431.9

408.4

505.8

Accounts Payable & Accrued Expenses

(2,027.2)

(2,369.5)

(2,447.4)

Operating Working Capital

2,854.9

3,186.8

2,875.6

% to Revenue(Prior 4 Qtrs.)

19%

20%

18%

Net Plant & Equipment

2,120.6

2,285.0

2,120.8

Investments

546.3

506.4

498.3

Goodwill and Intangibles

5,594.4

6,279.9

6,472.5

Assets Held for Sale

-

144.7

619.8

Other, net

(657.3)

(615.5)

(763.4)

Invested Capital

10,458.9

11,787.3

11,823.6

Return on Average Invested Capital

17.9%

18.8%

15.6%

8

ITW
Debt & Equity

9/30/07

6/30/08

9/30/08

Total Capital

Short Term Debt

101.4

1,465.9

2,197.1

Long Term Debt

1,573.1

1,462.4

1,398.2

Total Debt

1,674.5

2,928.3

3,595.3

Stockholders' Equity

9,386.5

9,499.2

9,095.9

Total Capital

11,061.0

12,427.5

12,691.2

Less:

Cash

(602.1)

(640.2)

(867.6)

Net Debt & Equity

10,458.9

11,787.3

11,823.6

Debt to Total Capital

15%

24%

28%

Shares outstanding at end of period

544.0

519.4

511.2

9

ITW
Cash Flow

2007

2008

Q3

Q3

Net Income

491.1

453.5

Adjust for Non-Cash Items

152.5

225.7

Changes in Operating Assets & Liabilities

92.8

9.6

Net Cash From Operating Activities

736.4

688.8

Additions to Plant & Equipment

(80.3)

(89.3)

Free Operating Cash Flow

656.1

599.5

Stock Repurchases

(479.0)

(406.0)

Acquisitions

(195.1)

(646.0)

Purchase of Investments

(0.6)

(0.6)

Dividends

(115.9)

(145.4)

Debt

182.8

737.0

Proceeds from Investments

25.8

7.1

Other

46.5

81.8

Net Cash Increase

120.6

227.4

10

ITW
Acquisitions

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Annual Revenues Acquired

399

213

218

165

230

308

847

Purchase Price

Cash Paid

263

216

235

163

223

439

751

Stock Issued

-

-

-

-

-

-

-

Total

263

216

235

163

223

439

751

Number of Acquisitions

9

10

18

15

16

10

14

2007

2008

11

Industrial Packaging
Quarterly Analysis

Operating

Operating

Operating

Revenues

Income

Margins

2007 Q3

599.6

78.5

13.1%

2008 Q3

687.5

76.2

11.1%

$ F(U)

87.9

(2.3)

-2.0%

% F(U)

14.7%

-2.9%

% F(U) Prior Year

Base Business

Operating Leverage

5.2%

15.8%

1.3%

Changes in VM & OH costs

-

-20.6%

-2.5%

Total

5.2%

-4.8%

-1.2%

Acquisitions/Divestitures

4.2%

3.5%

-

Translation

5.3%

3.1%

-0.2%

Impairment

-

0.5%

-

Restructuring

-

-5.2%

-0.6%

Other

-

-

-

Total

14.7%

-2.9%

-2.0%

12

Industrial Packaging
Key Points

Total segment base revenues: +5.2% for Q3 ’08

Q3 North America base revenues: +2.2% for Q3 ’08

Base revenue growth driven by significant price
recovery for raw materials in Q3

Q3 International base revenues: +7.5% for Q3 ’08

Worldwide insulation base revenues grew more than
40% in Q3 ’08

Underlying demand strong from energy related
customers

13

Power Systems and Electronics
Quarterly Analysis

Operating

Operating

Operating

Revenues

Income

Margins

2007 Q3

567.5

110.8

19.5%

2008 Q3

620.7

118.2

19.0%

$ F(U)

53.2

7.4

-0.5%

% F(U)

9.4%

6.7%

% F(U) Prior Year

Base Business

Operating Leverage

3.1%

6.1%

0.6%

Changes in VM & OH costs

-

-1.1%

-0.2%

Total

3.1%

5.0%

0.4%

Acquisitions/Divestitures

3.7%

-1.0%

-0.9%

Translation

2.5%

1.9%

-0.1%

Impairment

-

-

-

Restructuring

-

0.9%

0.2%

Other

0.1%

-0.1%

-0.1%

Total

9.4%

6.7%

-0.5%

14

Power Systems and Electronics
Key Points

Total segment base revenues: +3.1% in Q3 ’08

In Q3, Welding’s worldwide base revenues: +5.7%

Welding’s Q3 International base revenues grew
26.4%

Double-digit growth in Asia due to high levels of
demand for specialty consumable products serving
energy/pipeline, ship building and container categories

Welding’s Q3 North America base revenues
declined 0.9% as underlying industrial production
and related end markets continue to slow in U.S.

Ground Support Equipment: +6.9% in Q3

15

Transportation
Quarterly Analysis

Operating

Operating

Operating

Revenues

Income

Margins

2007 Q3

534.5

88.8

16.6%

2008 Q3

581.9

68.9

11.8%

$ F(U)

47.4

(19.9)

-4.8%

% F(U)

8.9%

-22.4%

% F(U) Prior Year

Base Business

Operating Leverage

-9.6%

-22.5%

-2.4%

Changes in VM & OH costs

-

-10.3%

-1.9%

Total

-9.6%

-32.8%

-4.3%

Acquisitions/Divestitures

12.3%

0.6%

-1.5%

Translation

6.1%

5.5%

0.2%

Impairment

-

-

-

Restructuring

-

4.3%

0.8%

Other

0.1%

-

-

Total

8.9%

-22.4%

-4.8%

16

Transportation
Key Points

Total segment base revenues: -9.6% in Q3 ’08

Auto OEM/Tiers:

Automotive Worldwide Q3 base revenues: -12.5%

North America Q3 base revenues: -18.1%

Q3 combined build: -16%

Q3 Detroit 3 builds decline 23%: GM: -12%; Ford: -33%;
Chrysler: -31%

Q3 New Domestics: -6%

Expect Q4 2008 combined builds to be down 18% - 20%

International Q3 base revenues: -7.3%

International builds: Flat in Q3: VW Group: +5%; Fiat: +2%;
Renault: Flat; Daimler: -2%; GM Group: -2%; PSA: -2%

Auto aftermarket Q3 worldwide base revenues: +2.8%; consumers
hold on longer to existing vehicles

17

Construction Products
Quarterly Analysis

Operating

Operating

Operating

Revenues

Income

Margins

2007 Q3

516.4

77.0

14.9%

2008 Q3

525.0

73.4

14.0%

$ F(U)

8.6

(3.6)

-0.9%

% F(U)

1.7%

-4.7%

% F(U) Prior Year

Base Business

Operating Leverage

-4.4%

-12.5%

-1.3%

Changes in VM & OH costs

-

0.3%

0.1%

Total

-4.4%

-12.2%

-1.2%

Acquisitions/Divestitures

0.3%

-0.6%

-0.2%

Translation

5.8%

6.4%

0.2%

Impairment

-

-

-

Restructuring

-

1.7%

0.3%

Other

-

-

-

Total

1.7%

-4.7%

-0.9%

18

Construction Products
Key Points

Total segment base revenues: -4.4% in Q3 ’08

North America Q3 base revenues: -6.2%

Q3 Residential: -12% vs. -31% housing starts in Q3 ’08

Q3 Renovation: -2% due to uptick in orders at Big Box stores

Q3 Commercial Construction base revenues: -2% even as
Dodge Index data shows year-to-date activity (sq. footage)
down 19%

International Q3 base revenues: -3.2%

Q3 Europe: base revenues: -8.3% as overall Europe weakens

Q3 Asia-Pacific: base revenues: +3.9% but rate of growth
slowing

19

Food Equipment
Quarterly Analysis

Operating

Operating

Operating

Revenues

Income

Margins

2007 Q3

500.4

88.9

17.8%

2008 Q3

542.7

87.5

16.1%

$ F(U)

42.3

(1.4)

-1.7%

% F(U)

8.4%

-1.6%

% F(U) Prior Year

Base Business

Operating Leverage

-1.7%

-4.1%

-0.5%

Changes in VM & OH costs

-

-2.9%

-0.5%

Total

-1.7%

-7.0%

-1.0%

Acquisitions/Divestitures

5.8%

2.4%

-0.5%

Translation

4.4%

3.8%

-

Impairment

-

-

-

Restructuring

-

-0.8%

-0.1%

Other

-0.1%

-

-0.1%

Total

8.4%

-1.6%

-1.7%

20

Food Equipment
Key Points

Total segment base revenues: -1.7% in Q3 ’08

North America Q3 base revenues: -1.2%

Q3 Institutional/restaurant base revenues: -3.8% as
institutional customers delay purchases

Q3 Service base revenues: +2.8%

International Q3 base revenues: -3.2%

Europe base revenues decline 4.0% while Asia-Pacific base
revenues grow 8.9%

21

Polymers and Fluids
Quarterly Analysis

Operating

Operating

Operating

Revenues

Income

Margins

2007 Q3

252.5

43.8

17.3%

2008 Q3

371.0

53.4

14.4%

$ F(U)

118.5

9.6

-2.9%

% F(U)

46.9%

22.0%

% F(U) Prior Year

Base Business

Operating Leverage

3.5%

8.9%

0.9%

Changes in VM & OH costs

-

-4.4%

-0.7%

Total

3.5%

4.5%

0.2%

Acquisitions/Divestitures

36.2%

10.8%

-3.2%

Translation

7.2%

6.1%

-

Impairment

-

-

-

Restructuring

-

0.6%

0.1%

Other

-

-

-

Total

46.9%

22.0%

-2.9%

22

Polymers and Fluids
Key Points

Total segment base revenues: +3.5% in Q3 ’08

North America:

Polymers Q3 base revenues: +15.4% thanks to demand for
specialty adhesives and epoxy products

Fluids Q3 base revenues: -3.3% as manufacturing demand
slackens

International:

Polymers and Fluids Q3 base revenues flat for both
categories as industrial demand softens

23

All Other
Quarterly Analysis

Operating

Operating

Operating

Revenues

Income

Margins

2007 Q3

786.9

161.7

20.5%

2008 Q3

833.1

161.3

19.4%

$ F(U)

46.2

(0.4)

-1.1%

% F(U)

5.9%

-0.3%

% F(U) Prior Year

Base Business

Operating Leverage

-0.7%

-1.6%

-0.2%

Changes in VM & OH costs

-

-5.3%

-1.1%

Total

-0.7%

-6.9%

-1.3%

Acquisitions/Divestitures

2.9%

2.5%

-

Translation

3.7%

4.1%

0.1%

Impairment

-

-

-

Restructuring

-

0.1%

-

Other

-

-0.1%

0.1%

Total

5.9%

-0.3%

-1.1%

24

All Other
Key Points

Total segment base revenues: -0.7% in Q3 ’08

Q3 worldwide test and measurement base
revenues: +11.2%

Q3 worldwide consumer packaging base
revenues: -2.4%

Q3 worldwide finishing base revenues: +0.8%

Q3 worldwide industrial/appliance base
revenues: -4.0%

25

ITW
2008 Forecast

Mid

Low

High

Point

4th Quarter

Total Revenues

6%

9%

8%

Diluted Income per Share - Continuing

$0.74

$0.82

$0.78

% F(U) 2007

-10%

0%

-5%

Full Year

Total  Revenues

10%

11%

11%

Diluted Income per Share - Continuing

$3.24

$3.32

$3.28

% F(U) 2007

5%

8%

6%

26

ITW 2008 Forecast
Key Assumptions

Exchange rates hold at current levels.

Acquired revenues in the $1.5 billion to $1.6 billion
range.

Share repurchases of $1.0 billion to $1.2 billion for the
year.

No further impairment of goodwill/intangibles.

Net nonoperating expense, including interest expense
and other nonoperating income, of $110 to $120 million,
which is higher than 2007 by $65 to $75 million.

Tax rate range of 28.25% to 28.75% for the fourth quarter
and 28.4% to 28.6% for the year.

27

ITW Conference Call Q & A

Third Quarter

2008

28