SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15 (d) OF THE SECURITIES ACT OF 1934 (Mark One) [ X ] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1997. ----------------- OR [ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________ to _______________ Commission file No. 333-17473 A. Full title of plan and the address of the plan, if different from that of the issuer named below: ILLINOIS TOOL WORKS INC. SAVINGS AND INVESTMENT PLAN B. Name of issuer of the Securities held pursuant to the plan and the address of its principal executive office: ILLINOIS TOOL WORKS INC. 3600 W. LAKE AVENUE GLENVIEW, ILLINOIS 60025-5811 REQUIRED INFORMATION The Illinois Tool Works Inc. Savings and Investment Plan (the "Plan") is subject to the Employee Retirement Income Security Act of 1974 ("ERISA"). Therefore, in lieu of the requirments of Items 1 - 3 of Form 11-K, the financial statements and schedules of the Plant for the years ended December 31, 1997 and 1996, which have been prepared in accordance with the financial reporting requirements of ERISA, are included herein. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Employee Benefits Committee of Illinois Tool Works Inc.: We have audited the accompanying statements of net assets available for Plan benefits of the ILLINOIS TOOL WORKS INC. SAVINGS AND INVESTMENT PLAN as of December 31, 1997 and 1996, and the related statement of changes in net assets available for Plan benefits for the year ended December 31, 1997. These financial statements and schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for benefits for the year ended December 31, 1997, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Chicago, Illinois May 15, 1998 ILLINOIS TOOL WORKS INC. SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS As of December 31, 1997 and 1996 Employer Identification Number 36-1258310, Plan Number 003 1997 1996 ASSETS: Investments at fair value- Invested cash- Stable Asset Fund $ 14,454,544 $ 10,362,826 Restricted Stable Asset Fund 0 58,320 Long-term fixed income contracts- Stable Asset Fund 97,001,524 102,559,598 Restricted Stable Asset Fund (Note 8) 0 6,193,587 Mutual funds- Putnam Money Market Fund 39,810,223 39,891,405 Putnam Income Fund 12,205,145 8,926,870 Putnam Asset Allocation Fund- Conservative Portfolio 10,258,586 5,956,323 Balanced Portfolio 152,512,217 92,445,212 Growth Portfolio 68,043,285 55,988,468 Fidelity Investments Magellan Fund 159,859,156 120,454,825 Putnam New Opportunities Fund 117,796,169 97,845,212 Common stock- Illinois Tool Works Inc. Common Stock Fund 127,321,917 61,790,456 Participant loans- Loan Fund 21,692,550 18,532,782 ------------ ------------ Total investments 820,955,316 621,005,884 ------------ ------------ Receivables- Investment income 59,477 45,090 Transfer from other plans 27,360 70,166,912 ------------ ------------ Total receivables 86,837 70,212,002 ------------ ------------ Total assets 821,042,153 691,217,886 LIABILITIES: Fees payable 83,362 125,774 ------------ ------------ Net assets available for Plan benefits $820,958,791 $691,092,112 ============ ============ The accompanying notes to the financial statements are integral parts of these statements. ILLINOIS TOOL WORKS INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION For the Year Ended December 31, 1997 Employer Identification Number 36-1258310, Plan Number 003 Putnam Putnam Putnam Asset Asset Asset Allocation Allocation Allocation Fidelity Putnam Stable Putnam Fund Fund Fund Investments Money Asset Income Conservative Balanced Growth Magellan Market Fund Fund Fund Portfolio Portfolio Portfolio Fund INCREASES (DECREASES): Net investment income- Interest and dividends $ 2,015,540 $ 6,527,570 $ 715,162 $ 690,152 $ 13,586,275 $ 5,056,646 $ 10,343,817 Net appreciation on investments 0 0 178,422 209,794 9,551,374 5,770,468 23,550,196 Investment expense 3,427 (4,627) (990) (500) (4,656) (1,925) (25,975) ----------- ------------ ----------- ----------- ------------ ----------- ------------ Net investment income 2,018,967 6,522,943 892,594 899,446 23,132,993 10,825,189 33,868,038 ----------- ------------ ----------- ----------- ------------ ----------- ------------ Contributions- Participants 958,397 1,829,245 1,374,882 734,228 3,197,085 3,071,137 5,481,409 Company 258,597 552,705 389,716 179,339 704,785 816,897 1,739,751 ----------- ------------ ----------- ----------- ------------ ----------- ------------ Total contributions 1,216,994 2,381,950 1,764,598 913,567 3,901,870 3,888,034 7,221,160 ----------- ------------ ----------- ----------- ------------ ----------- ------------ Benefits paid to participants (5,885,416) (12,824,510) (639,703) (750,504) (18,826,790) (5,767,319) (8,818,561) ----------- ------------ ----------- ----------- ------------ ----------- ------------ Loans and net interfund transfers 1,520,280 930,549 385,058 3,239,754 (2,008,134) (10,524) (4,245,680) ----------- ------------ ----------- ----------- ------------ ----------- ------------ Transfers from other plans 606,300 671,608 170,905 0 3,367,367 1,618,232 81,298 ----------- ------------ ----------- ----------- ------------ ----------- ------------ Net increase (decrease) (522,875) (2,317,460) 2,573,452 4,302,263 9,567,306 10,553,612 28,106,255 NET ASSETS AVAILABLE: Beginning of year 40,318,556 113,773,528 9,631,693 5,956,323 142,944,911 57,489,673 131,752,901 ----------- ------------ ----------- ----------- ------------ ----------- ------------ End of year $39,795,681 $111,456,068 $12,205,145 $10,258,586 $152,512,217 $68,043,285 $159,859,156 =========== ============ =========== =========== ============ =========== ============ The accompanying notes to the financial statements are integral parts of these statements. ILLINOIS TOOL WORKS INC. SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION For the Year Ended December 31, 1997 Employer Identification Number 36-1258310, Plan Number 003 Illinois Tool Works Inc. Putnam New Restricted Receivable Common Opportunities Stable from Other Stock Fund Fund Asset Fund Loan Fund Plans Total INCREASES (DECREASES): Net investment income- Interest and dividends $ 819,523 $ 2,532,700 $ 458,647 $ 1,630,619 $ 0 $ 44,376,651 Net appreciation on investments 39,264,367 18,452,768 0 0 0 96,977,389 Investment expense (9,542) (6,042) (198) (1,245) 0 (52,273) ------------ ------------ ---------- ----------- ------- ------------ Net investment income 40,074,348 20,979,426 458,449 1,629,374 0 141,301,767 ------------ ------------ ---------- ----------- ------- ------------ Contributions- Participants 7,833,001 10,225,805 0 0 0 34,705,189 Company 2,320,552 3,309,812 24 0 0 10,272,178 ------------ ------------ ---------- ----------- ------- ------------ Total contributions 10,153,553 13,535,617 24 0 0 44,977,367 ------------ ------------ ---------- ----------- ------- ------------ Benefits paid to participants (3,151,303) (5,254,228) (3,325) (1,133,398) 0 (63,055,057) ------------ ------------ ---------- ----------- ------- ------------ Loans and net interfund transfers 18,450,445 (13,467,801) (6,707,055) 1,913,108 0 0 ------------ ------------ ---------- ----------- ------- ------------ Transfers from other plans 0 65,510 0 34,022 27,360 6,642,602 ------------ ------------ ---------- ----------- ------- ------------ Net increase (decrease) 65,527,043 15,858,524 (6,251,907) 2,443,106 27,360 129,866,679 NET ASSETS AVAILABLE: Beginning of year 61,785,531 101,937,645 6,251,907 19,249,444 0 691,092,112 ------------ ------------ ---------- ----------- ------- ------------ End of year $127,312,574 $117,796,169 $ 0 $21,692,550 $27,360 $820,958,791 ============ ============ ========== =========== ======= ============ The accompanying notes to the financial statements are integral parts of these statements. ILLINOIS TOOL WORKS INC. SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1997 and 1996 Employer Identification Number 36-1258310, Plan Number 003 1. DESCRIPTION OF THE PLAN AND INVESTMENT PROGRAM The following describes the major provisions of the Illinois Tool Works Inc. Savings and Investment Plan ("the Plan") and provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan in which employees of participating business units of Illinois Tool Works Inc. and its wholly owned subsidiaries (the "Company") are eligible to participate in the Plan in the month following their date of hire and attaining age 21. Prior to 1997, such employees were eligible to participate in the Plan following completion of one year of service with the Company and attaining age 21. Established on November 16, 1967, and last amended on July 1, 1994, the Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Putnam Fiduciary Trust Company (the "Trustee") serves as trustee, recordkeeper and investment manager of the Plan. Fidelity Investments serves as investment manager for amounts invested in the Magellan Fund. Participant and Company Contributions Participants may contribute amounts from a minimum of 1% to a maximum of 15% of eligible compensation to their pre-tax and after-tax accounts. Separately, the maximum pre-tax account contribution is 15% of eligible compensation, while the maximum after-tax account contribution is 10%. The combined pre-tax and after-tax contributions cannot exceed 15% of eligible compensation. Prior to 1997, the Plan's maximum contribution percentage was 10% of eligible compensation. Participants may change their contribution percentages with each payroll. Participants may begin contributions to their pre-tax and after-tax accounts in the month following their date of hire. Company contributions, however, do not start until participants have completed one year of service. Prior to 1997, participants could not begin any contributions until the completion of one year of service. After the completion of one year of service, the Company contributes to the participants' accounts based on the participants' contributions as follows: -2- Percentage of Participants' Compensation Participants' Company Contribution Contribution 1% 1.0% 2 1.5 3 2.0 4 2.5 5-15 3.0 ===== ===== Participants may elect to allocate any contribution in multiples of 1% to the investment funds. Investment Options The investment fund options are as follows: Putnam Money Market Fund invests in a portfolio of high-quality money market instruments. Stable Asset Fund consists primarily of a diversified portfolio of high-quality, fixed-income investments. The fund's holdings include investment contracts issued by major insurance companies and banks. Putnam Income Fund invests in debt securities, including both government and corporate obligations, preferred stocks and dividend-paying common stocks. The fund may also hold a portion of its assets in cash or money market instruments. Putnam Asset Allocation Fund consists of three portfolios from which participants can elect to direct their funds. Each portfolio's strategic allocation indicates the typical percentage of the portfolio's investment between equity and fixed income securities. - Conservative Portfolio has a strategic allocation equal to 35% equity class and 65% fixed income class investments. - Balanced Portfolio has a strategic allocation equal to 65% equity class and 35% fixed income class investments. - Growth Portfolio has a strategic allocation equal to 80% equity class and 20% fixed income class investments. Fidelity Investments Magellan Fund invests mainly in equity securities of domestic, foreign and multinational issuers of all sizes that offer potential for growth. Illinois Tool Works Inc. Common Stock Fund is invested solely in the common stock of the Company. Putnam New Opportunities Fund invests principally in common stocks of companies in sectors of the economy which possess above-average long-term growth potential. -3- Restricted Stable Asset Fund amounts are invested with Confederation Life (see Note 8). This fund was discontinued effective May 27, 1997, upon the transfer of fund assets to the Stable Asset Fund. Loan Fund maintains the balance of participant loans outstanding. Investment income in each fund is allocated daily among the participants' balances in each fund, except for the Putnam Money Market Fund and the Stable Asset Fund. These two funds allocate income to participant account balances monthly. For each of the funds valued daily, investment income is allocated to participant accounts based on the previous day's closing share value times the number of shares in their account. For the monthly valued funds, a month-end share value is determined by the Trustee from the investments and allocated to participant accounts based on the number of shares in their account. Participants may change their investment elections or transfer their balances between funds in multiples of 1% on any day, but no more than twice per quarter. Effective January 1, 1998, investment fund options increased from the nine funds listed above to twenty-nine funds in which participants may choose to contribute. Vesting Participants' interest in their accounts are fully vested at all times. Participants' interest in their Company contribution accounts vest at the rate of 5% for each quarter of service with the Company. Participants are fully vested in their Company contribution accounts after 20 quarters of service with the Company. Participants who terminate their participation in the Plan due to retirement or death are granted full vesting in their Company contribution accounts. Participant Loans Participants may borrow up to 50% of their vested account balance, up to $50,000, with a minimum loan amount of $1,000 from the vested portion of their accounts. Loans bear interest at the prime rate, are secured by a portion of the participants' accounts and are repayable over a period not to exceed five years. Amounts borrowed do not share in the earnings of the investment funds but are credited with the interest payments made pursuant to the loan agreements. Benefits Upon termination of employment, participants may receive a lump-sum payment of their account balances, subject to the vesting provisions described above. Additional optional payment forms are available at the election of the participant. -4- Forfeitures Forfeitures, representing the unvested portion of the Company's contributions, amounting to $29,554 and $9,577 as of December 31, 1997 and 1996, respectively, will be used to reduce future Company contributions pursuant to the terms of the Plan. 2. SUMMARY OF ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements of the Plan were prepared on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Investment Valuation and Income Recognition Investments (other than those of the Stable Asset Fund and Restricted Stable Asset Fund) are reported at fair values based on quoted market prices of the underlying securities in which each fund invests. Investments of the Stable Asset Fund and Restricted Stable Asset Fund (Note 8) consist of fully benefit-responsive investment contracts and are reported at contract value, as required by AICPA Statement of Position 94-4. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on an accrual basis. Dividend income is recorded on the ex-dividend date. Net Appreciation/Depreciation Net appreciation/depreciation on investments is based on the value of the assets at the beginning of the year or at the date of purchase during the year, rather than the original cost at the time of purchase. The total realized appreciation on investments sold during 1997 was $18,323,793. The total unrealized appreciation on investments during 1997 was $78,653,596. 3. ADMINISTRATION All funds are deposited with and held for safekeeping by the Trustee under a trust agreement with the Company. The trust agreement provides, among other things, that the Trustee shall keep accounts of all trust transactions and report them periodically to the Company. Investment decisions, within the guidelines of the investment funds, are made by the Trustee and investment managers. The Trustee may use an independent agent to effect purchases and sales of common stock of the Company for the Illinois Tool Works Inc. Common Stock Fund. Other administrative services, such as participant recordkeeping, are performed by the Trustee and by Fidelity Investments, which serves as investment manager for the Magellan Fund. -5- 4. ADMINISTRATIVE EXPENSES Investment management fees, trustee fees, agent fees and brokerage commissions are paid by the Plan. Other outside professional and administrative services are paid or provided by the Company. 5. PARTY-IN-INTEREST TRANSACTIONS The Trustee is a party-in-interest according to Section 3(14) of ERISA. The Trustee serves as Plan fiduciary, investment manager and custodian to the Plan. As defined by ERISA, any person or organization which provides these services to the Plan is a related party-in-interest. In 1997, fees paid to the Trustee were $183,597. The Company is also a party-in-interest according to Section 3(14) of ERISA. The Illinois Tool Works Inc.Common Stock Fund is a Plan investment option. 6. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. 7. TAX STATUS The Plan obtained its latest determination letter on January 11, 1996, in which the Internal Revenue Service stated that the Plan, as adopted on December 29, 1994, was designed in accordance with the applicable requirements of the Internal Revenue Code. The Plan administrator and the Plan's legal counsel believe that the Plan is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement dates. 8. CONFEDERATION LIFE INSURANCE COMPANY On August 12, 1994, the Canadian Government seized the operations of the Confederation Life Insurance Company. The Plan's investments in the Stable Asset Fund included a Confederation Life contract with a contract value of $6,287,672 at August 12, 1994. This investment represents approximately 5% of the Stable Asset Fund assets and 2% of the total Plan assets at June 30, 1994. As of June 30, 1994, the Confederation Life Contract was frozen and segregated from the Stable Asset Fund. The assets are included in the Restricted Stable Asset Fund which represents the amounts invested with Confederation Life. Participants in the Restricted Stable Asset Fund are not allowed to transfer out, withdraw or borrow against amounts in this fund. The Trustee valued the contract at its contract value on August 12, 1994. -6- On February 12, 1997, a plan of rehabilitation of Confederation Life was approved by the Michigan state court. The court approved five different settlement options for contractholders. The Company's management chose to receive a distribution of all amounts from the Confederation Life contract. According to the settlement option, the amount received approximated 104.9% of the contract value at August 12, 1994, minus any contract withdrawals since that time. 9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following reconciles net assets available for Plan benefits per the financial statements to the Form 5500: 1997 1996 Net assets available for Plan benefits per the financial statements $820,958,791 $691,092,112 Amounts allocated to withdrawing participants (1,697,636) (1,078,227) ------------ ------------ Net assets available for Plan benefits per the Form 5500 $819,261,155 $690,013,885 ============ ============ The following reconciles benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 1997: Benefits paid to participants per the financial statements $63,055,057 Amounts allocated to withdrawing participants at- December 31, 1997 1,697,636 December 31, 1996 (1,078,227) ----------- Benefits paid to participants per the Form 5500 $63,674,466 =========== An estimate of amounts allocated to withdrawing participants is recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. 10. TRANSFERS FROM OTHER PLANS Effective December 31, 1996, the Hobart Brothers Company Profit Sharing Plan was merged into the Plan. Substantially all of the assets were transferred on January 2, 1997. The assets transferred to the Plan totaled $47,796,236. Effective December 30, 1996, the Hobart Brothers Company 401(k) Plan was merged into the Plan. Substantially all of the assets were transferred on January 2, 1997. The assets transferred to the Plan totaled $19,721,419. -7- Effective December 31, 1996, the Maple Control Profit Sharing 401(k) Plan was merged into the Plan. Substantially all of the assets were transferred on January 2, 1997. The assets transferred to the Plan totaled $2,957,873. Effective July 1, 1997, the Chaparral Company 401(k) Plan was merged into the Plan. Substantially all of the assets were transferred on July 8, 1997. The assets transferred to the Plan totaled $36,350. Effective July 1, 1997, the Newtec Profit Sharing 401(k) Plan was merged into the Plan. Substantially all of the assets were transferred on July 8, 1997. The assets transferred into the Plan totaled $556,585. Effective July 1, 1997, the Trans Tech Company Profit Sharing Plan was merged into the Plan. Substantially all of the assets were transferred on July 30, 1997. The assets transferred to the Plan totaled $3,429,275. Effective July 1, 1997, the Versachem Salary Savings Plan was merged into the Plan. Substantially all of the assets were transferred on August 6, 1997. The assets transferred to the Plan totaled $784,215. Effective April 1, 1997, the Richmond Technology 401(k) Plan was merged into the Plan. Substantially all of the assets were transferred on August 26, 1997. The assets transferred to the Plan totaled $1,527,563. 8. SUBSEQUENT EVENTS The following plans were merged int o the Plan in 1998: Plan Name Effective Date Balance Engineering Corporation Employee Savings January 1, 1998 Plan Draw Form Profit Sharing Plan January 1, 1998 Medalist MERIT Plan January 1, 1998 USI Profit Sharing Plan January 1, 1998 Meyercord Retirement Plan April 1, 1998 Orgapack Inc. 401(k) Profit Sharing Plan April 1, 1998 The assets transferred to the Plan totaled approximately $44,600,000. Substantially all of the assets were transferred January through April, 1998. Schedule I ILLINOIS TOOL WORKS INC. SAVINGS AND INVESTMENT PLAN ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES As of December 31, 1997 Employer Identification Number 36-1258310, Plan Number 003 Cost and Market Value INVESTED CASH: Stable Asset Fund- *Putnam Investments, Boston, Massachusetts $14,454,544 LONG-TERM FIXED INCOME CONTRACTS: Stable Asset Fund- AIG Life Insurance Co., 6.90% contract, due 3/15/02 2,107,346 Allstate, 6.12% contract, due 12/15/00 3,496,127 Canada Life, 6.59% contract, due 9/30/99 3,128,569 CIGNA, 5.95% contract, due 9/1/98 7,335,081 Continental Assurance Co., 6.54% contract, due 3/15/00 4,215,987 Deutsche Bank, 6.00% contract, due 1/06/00 4,069,732 John Hancock- 5.95% contract, due 6/15/00 3,698,982 6.30% contract, due 12/31/01 4,000,670 Life of Virginia, 6.88% contract, due 6/17/02 5,185,657 Metropolitan Life Insurance Company, 6.70% contract, due 12/31/98 3,084,423 New York Life- 5.69% contract, due 9/15/00 and 12/15/00 4,579,270 6.69% contract, due 3/31/01 and 6/30/01 4,178,188 6.91% contract, due 10/1/01 2,035,219 People's Security- 5.81% contract, due 6/15/99 and 12/15/99 4,190,047 6.37% contract, due 4/1/02 3,047,577 5.41% contract, due 2/7/99 4,619,795 5.87% contract, due 6/15/00 3,018,233 6.62% contract, due 7/15/99 1,542,242 Principal Mutual Life- 4.83% contract, due 3/31/98 6,104,514 7.00% contract, due 9/15/01 2,632,124 6.15% contract, due 12/31/97 2,486,355 Security Life of Denver- 6.25% contract, due 1/15/98 1,001,662 6.17% contract, due 3/31/00 4,000,656 6.50% contract, due 11/15/02 3,050,630 Transamerica Life- 6.36% contract, due 5/6/01 and 2/7/03 3,011,076 5.12% contract, due 6/30/98 6,178,460 United of Omaha, 5.86% contract, due 10/15/01 1,002,902 *Party-in-interest. Schedule I Continued ILLINOIS TOOL WORKS INC. SAVINGS AND INVESTMENT PLAN ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES As of December 31, 1997 Employer Identification Number 36-1258310, Plan Number 003 Number of Market Shares Cost Value MUTUAL FUNDS: *Putnam Money Market Fund 9,810,223 $ 39,810,223 $ 39,810,223 *Putnam Income Fund 1,714,206 11,907,771 12,205,145 *Putnam Asset Allocation Fund- Conservative Portfolio 1,028,945 10,025,576 10,258,586 Balanced Portfolio 13,690,504 131,379,291 152,512,217 Growth Portfolio 5,491,791 55,548,216 68,043,285 *Fidelity Investments Magellan Fund 1,677,959 123,299,522 159,859,156 *Putnam New Opportunities Fund 2,399,107 91,030,485 117,796,169 COMMON STOCK: *Illinois Tool Works Inc. Common Stock Fund 2,117,62 71,253,365 127,321,917 PARTICIPANT LOANS 21,692,550 ------------ Total assets held for investment purposes $820,955,316 ============ *Party-in-interest. Interest rates of loans to participants with balances outstanding at December 31, 1997, lowest 6% to highest 15%. The accompanying notes to the finacial statements are an integral part of this schedule. SCHEDULE II ILLINOIS TOOL WORKS INC. SAVINGS AND INVESTMENT PLAN ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS For the Year Ended December 31, 1997 Employer Identification Number 36-1258310, Plan Number 003 Reportable transactions are either a single transaction or a series of transactions involving securities of the same issue which, in the aggregate, amount to more than 5% of the current value of the Plan's assets at the beginning of year. Aggregate Purchases ------------------------- Number of Transactions Amount ------------ ----------- Description *Putnam Asset Allocation Fund- Balanced Portfolio 457 $82,038,708 Putnam New Opportunities Fund 599 34,918,794 *Putnam Stable Asset Fund 666 30,224,163 *Fidelity Investments Magellan Fund 532 37,568,207 *Putnam Money Market Fund 854 61,829,626 *ITW Stock Fund 632 41,569,371 === =========== Aggregate Sales -------------------------------------------------- Number of Transactions Proceeds Cost Gain ------------ ----------- ----------- ---------- Description *Putnam Asset Allocation Fund- Balanced Portfolio 847 $31,162,198 $27,427,762 $3,734,436 Putnam New Opportunities Fund 936 33,421,006 29,121,208 4,299,798 *Putnam Stable Asset Fund 853 31,268,439 31,268,438 1 *Fidelity Investments Magellan Fund 952 21,715,371 17,970,234 3,745,137 *Putnam Money Market Fund 993 61,919,170 61,900,842 18,328 *ITW Stock Fund 975 15,304,263 11,301,246 4,003,017 === ========== =========== ========== *Party-in-interest. The accompanying notes to the financial statements are an integral part of this schedule. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 29th day of June, 1998. ILLINOIS TOOL WORKS INC. SAVINGS AND INVESTMENT PLAN BY /s/ John Karpan ----------------------------------------- John Karpan, Member of Employee Benefits Committee and Senior Vice President, Human Resources