--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
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 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3600 W. LAKE AVENUE, GLENVIEW, ILLINOIS 60025-5811
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (708) 724-7500
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
--------------------------------------------------- ---------------------------------------------------
COMMON STOCK NEW YORK STOCK EXCHANGE
CHICAGO STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES ____X____ NO ____________
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. / /
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF MARCH 7, 1995, WAS APPROXIMATELY $3,600,000,000.
SHARES OF COMMON STOCK OUTSTANDING AT MARCH 7, 1995 - 114,066,300.
------------------------
DOCUMENTS INCORPORATED BY REFERENCE
PARTS I, II,
1994 ANNUAL REPORT TO STOCKHOLDERS........................................... IV
PROXY STATEMENT DATED MARCH 27, 1995, FOR ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON MAY 5, 1995...................................................... PART III
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I
ITEM 1. BUSINESS
GENERAL --
Illinois Tool Works Inc. (the "Company") manufactures and markets a variety
of products and systems that provide specific, problem-solving solutions for a
diverse customer base worldwide. The Company has more than 260 operations in 33
countries. The Company's business units are divided into two segments:
Engineered Components, and Industrial Systems and Consumables. Products in the
Company's Engineered Components segment include short lead-time plastic and
metal components, fasteners and assemblies; industrial fluids and adhesives;
fastening tools and welding equipment. Industrial Systems and Consumables'
products include longer lead-time systems and related consumables for consumer
and industrial packaging; industrial spray coating equipment and systems and
quality assurance applications equipment and systems.
In March 1993, the Company acquired the Miller Group Ltd., a manufacturer of
arc welding equipment, through an exchange of ITW voting Common Stock for all of
the voting Common Stock of Miller. As a result, the acquisition has been
accounted for as a pooling of interests in conformity with Generally Accepted
Accounting Principles, specifically paragraphs 46 through 48 of Accounting
Principles Board Opinion No. 16. Accordingly, the results of operations have
been included in the Statement of Income as of the beginning of 1993. The impact
of Miller on consolidated operating revenues, net income and net income per
share for 1993 and 1992 was not significant. Therefore, the 1992 financial
statements have not been restated to reflect the acquisition of Miller.
In 1990, the Company acquired substantially all of the net assets of the
DeVilbiss Industrial/Commercial businesses of Eagle Industries, Inc.
("DeVilbiss"). The DeVilbiss businesses manufacture products and engineered
systems used for product finishing and coating applications, including
conventional air spray equipment, powder-coating devices and robotic finishing
systems. The acquisition has been accounted for as a purchase and, accordingly,
the results of operations have been included in the Statement of Income from the
acquisition date.
In 1991, the Company sold certain net assets and technology related to the
automotive finishing systems business. The revenues, income and net assets
related to the automotive finishing systems business were not material.
During the five-year period ending December 31, 1994, the Company acquired
and disposed of a number of other businesses, none of which individually had a
material impact on consolidated results.
CURRENT YEAR DEVELOPMENTS --
Refer to pages 19 through 21, Management's Discussion and Analysis, in the
Company's 1994 Annual Report to Stockholders.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS --
The percentage contributions to operating revenues for the last three years
by industry segment are as follows:
INDUSTRIAL
ENGINEERED SYSTEMS AND
COMPONENTS CONSUMABLES
---------- -----------
1994.................................... 53% 47%
1993.................................... 52% 48%
1992.................................... 46% 54%
Segment and geographic data are included on pages 19, 20 and 25 of the
Company's 1994 Annual Report to Stockholders.
1
The principal markets served by the Company's two segments are as follows:
% OF OPERATING REVENUES
------------------------
INDUSTRIAL
ENGINEERED SYSTEMS AND
COMPONENTS CONSUMABLES
---------- -----------
Construction............................ 36% 10%
Automotive.............................. 27 9
General Industrial...................... 17 27
Food and Beverage....................... 2 18
Industrial Capital Goods................ 3 11
Consumer Durables....................... 6 3
Paper Products.......................... -- 10
Electronics............................. 5 2
Other................................... 4 10
----- -----
100% 100%
----- -----
----- -----
Operating results of the segments are described on pages 19, 20 and 25 of
the Company's 1994 Annual Report to Stockholders.
BACKLOG --
Backlog generally is not considered a significant factor in the Company's
businesses as relatively short delivery periods and rapid inventory turnover are
characteristic of many of its products.
The following summarizes backlog by industry segment as of December 31, 1994
and 1993:
BACKLOG IN THOUSANDS OF DOLLARS
-------------------------------------
INDUSTRIAL
ENGINEERED SYSTEMS AND
COMPONENTS CONSUMABLES TOTAL
----------- ------------ ----------
1994.................................................. $ 199,000 $ 156,000 $ 355,000
1993.................................................. $ 159,000 $ 142,000 $ 301,000
Backlog orders scheduled for shipment beyond calendar year 1995 were not
material in either industry segment as of December 31, 1994.
The following information is equally applicable to both industry segments of
the business unless otherwise noted:
COMPETITION --
The Company's global competitive environment is complex because of the wide
diversity of products the Company manufactures and the markets it serves.
Depending on the product or market, the Company may compete with few other
companies or with many firms, some of which may be the Company's own licensees.
The Company is a leading producer of plastic and metal fastening components
and assemblies; adhesives and fluids; packaging systems and related consumables;
finishing and static control systems and products; quality assurance equipment;
tooling for specialty applications; and arc welding equipment.
RAW MATERIALS --
The Company uses raw materials of various types, primarily metals and
plastics that are available from numerous commercial sources. The availability
of materials and energy has not resulted in any business interruptions or other
major problems, nor are any such problems anticipated.
RESEARCH AND DEVELOPMENT --
The Company's growth has resulted from developing new and improved products,
broadening the application of established products, continuing efforts to
improve and develop new methods, processes and
2
equipment, and from acquisitions. Many new products are designed to reduce
customers' costs by eliminating steps in their manufacturing processes, reducing
the number of parts in an assembly, or by improving the quality of customers'
assembled products. Typically, the development of such products is accomplished
by working closely with customers on specific applications. Identifiable
research and development costs are set forth on page 26 of the Company's 1994
Annual Report to Stockholders.
The Company owns approximately 1,640 unexpired United States patents
covering articles, methods and machines. Many counterparts of these patents have
also been obtained in various foreign countries. In addition, the Company has
approximately 333 applications for patents pending in the United States Patent
Office, but there is no assurance that any patent will be issued. The Company
maintains an active patent department for the administration of patents and
processing of patent applications.
The Company licenses some of its patents to other companies, from which the
Company collects royalties. The Company believes that many of its patents are
valuable and important. Nevertheless, the Company credits its leadership in the
markets it serves to engineering capability; manufacturing techniques, skills
and efficiency; marketing and sales promotion; and service and delivery of
quality products to its customers.
TRADEMARKS --
Many of the Company's products are sold under various trademarks owned or
licensed by the Company. Among the most significant are: ITW, Signode, Apex,
Buildex, Deltar, Devcon, DeVilbiss, Fastex, Hi-Cone, Keps, Magnaflux, Miller,
Minigrip, Paslode, Ransburg, Ramset, Shakeproof, Teks, Tenax, and Zip-Pak.
ENVIRONMENTAL PROTECTION --
The Company believes that its plants and equipment are in substantial
compliance with applicable environmental regulations. Additional measures to
maintain compliance are not expected to materially affect the Company's capital
expenditures, competitive position, financial position or results of operations.
Various legislative and administrative regulations concerning environmental
issues have become effective or are under consideration in many parts of the
world relating to manufacturing processes, and the sale or use of certain
products. To date, such developments have not had a substantial adverse impact
on the Company's sales or earnings. The Company has made considerable efforts to
develop and sell environmentally compatible products resulting in new and
expanding marketing opportunities.
EMPLOYEES --
The Company employed approximately 19,500 persons as of December 31, 1994
and considers its employee relations to be excellent.
INTERNATIONAL --
The Company's international operations include subsidiaries, joint ventures
and licensees in 33 countries on six continents. These operations serve such
markets as automotive, beverage and food, construction, general industrial,
packaging and others on a worldwide basis. The Company's international
subsidiaries contributed approximately 36% of operating revenues in both 1994
and 1993.
Refer to pages 19 and 20 in the Company's 1994 Annual Report to Stockholders
for additional information on international activities. International operations
are subject to certain risks inherent in conducting business in foreign
countries, including price controls, exchange controls, limitations on
participation in local enterprises, nationalization, expropriation and other
governmental action, and changes in currency exchange rates.
3
EXECUTIVE OFFICERS --
Executive Officers of the Company as of March 7, 1995:
NAME OFFICE AGE
--------------------------------- -------------------------------------------------------------- ---
Gunter A. Berlin Executive Vice President 62
Thomas W. Buckman Vice President, Patents and Technology 57
H. Richard Crowther Vice Chairman 62
W. James Farrell President 52
Russell M. Flaum Executive Vice President 44
Michael W. Gregg Senior Vice President and Controller, Accounting 59
Stewart S. Hudnut Senior Vice President, General Counsel and Secretary 55
Robert H. Jenkins Executive Vice President 52
John Karpan Senior Vice President, Human Resources 54
John D. Nichols Chairman and Chief Executive Officer 64
Frank S. Ptak Executive Vice President 51
F. Ronald Seager Executive Vice President 54
Harold B. Smith Chairman of the Executive Committee 61
Donald L. VanErden Vice President, Research and Advanced Development 59
Except for Messrs. Hudnut and Karpan, each of the foregoing officers has
been employed by the Company in various executive capacities for more than five
years. The executive officers of the Company serve at the pleasure of the Board
of Directors. Mr. Hudnut joined the Company in January 1992 having previously
served as Senior Vice President, General Counsel and Secretary of MBIA Inc., a
financial guarantor, and Vice President, General Counsel and Secretary of
Scovill Inc., a diversified manufacturer. Mr. Karpan joined the Company in June
1990 having previously served as President and Chief Operating Officer of Butler
Fixture Company, a manufacturer of commercial fixtures, and Vice President,
Human Resources and Planning for Borg Warner Automotive, Inc., a manufacturer of
automotive components.
ITEM 2. PROPERTIES
As of December 31, 1994 the Company operated 172 plants and office
facilities in the United States, excluding regional sales offices and warehouse
facilities. Of the total U.S. floor space of 11.4 million square feet, 7.7
million is owned by the Company, with the remaining 3.7 million being leased.
Internationally, the Company operated 89 plants and office facilities excluding
regional sales offices and warehouse facilities. Of the total international
floor space of 5.3 million square feet, 3.8 million is owned by the Company,
with the remaining 1.5 million being leased. The principal international plants
and office facilities are in Australia, Belgium, Canada, France, Germany,
Ireland, Italy, Japan, Malaysia, Spain, Switzerland and the United Kingdom.
Of the worldwide plants and office facilities, 133 were operated by
businesses in the Engineered Components segment, 123 by businesses in the
Industrial Systems and Consumables segment, and 5 by corporate-related entities.
Of the company-wide square footage, 8.0 million are used by businesses in the
Engineered Components segment and 7.7 million are used by businesses in the
Industrial Systems and Consumables segment, with the remaining square footage
used as corporate-related facilities.
The Company's properties are primarily of steel, brick or concrete
construction and are maintained in good operating condition. Productive
capacity, in general, currently exceeds operating levels. Capacity levels are
somewhat flexible based on the number of shifts operated and on the number of
overtime hours worked. The Company adds productive capacity from time to time as
required by increased demand. Additions to capacity can be made within a
reasonable period of time due to the nature of the businesses.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
4
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
This information is incorporated by reference to page 38 of the Company's
1994 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
This information is incorporated by reference to pages 36 and 37 of the
Company's 1994 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This information is incorporated by reference to pages 19 through 21 of the
Company's 1994 Annual Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and report thereon of Arthur Andersen LLP dated
January 31, 1995, as found on pages 22 through 35 and page 38 of the Company's
1994 Annual Report to Stockholders, are incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Information regarding the Directors of the Company is incorporated by
reference to the information under the caption "Election of Directors" in the
Company's Proxy Statement for the 1995 Annual Meeting of Stockholders.
Information regarding the Executive Officers of the Company can be found in
Part I of this Annual Report on Form 10-K on page 4.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference to the information under the
caption "Executive Compensation" in the Company's Proxy Statement for the 1995
Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference to the information under the
caption "Security Ownership" in the Company's Proxy Statement for the 1995
Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
5
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The financial statements and report thereon of Arthur Andersen LLP dated
January 31, 1995 as found on pages 22 through 35 and page 38 of the Company's
1994 Annual Report to Stockholders, are incorporated by reference.
(2) Financial Statement Schedules
The following supplementary financial data should be read in conjunction
with the financial statements and comments thereto as presented in the Company's
1994 Annual Report to Stockholders. Schedules not included with this
supplementary financial data have been omitted because they are not applicable,
immaterial or the required information is included in the financial statements
or the related comments on financial statements.
SCHEDULE NO. PAGE NO.
------------ ---------
Valuation and Qualifying Accounts.......................... II 9
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the period for which this
report is filed.
6
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SCHEDULE
To Illinois Tool Works Inc.:
We have audited, in accordance with generally accepted auditing standards,
the financial statements included in Illinois Tool Works Inc.'s 1994 Annual
Report to Stockholders, incorporated by reference in this Form 10-K, and have
issued our report thereon dated January 31, 1995. Our audits were made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
listed in the accompanying index is the responsibility of the Company's
management and is presented for the purpose of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
The schedule has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
January 31, 1995
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 24th day of
March, 1995.
ILLINOIS TOOL WORKS INC.
By /s/ JOHN D. NICHOLS
------------------------------------
John D. Nichols
Director, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities indicated on this 24th day of March, 1995.
SIGNATURES TITLE
--------------------------------- ---------------------------------------------
/s/ MICHAEL W. GREGG Senior Vice President and Controller,
--------------------------------- Accounting (Principal Accounting and
Michael W. Gregg Financial Officer)
Julius W. Becton, Jr. Director
Silas S. Cathcart Director
Susan Crown Director
Richard M. Jones Director
George D. Kennedy Director
Richard H. Leet Director
John D. Nichols Director
Robert C. McCormack Director
Phillip B. Rooney Director
Harold B. Smith Director
Ormand J. Wade Director
By /s/ JOHN D. NICHOLS
------------------------------------------
(John D. Nichols
as Attorney-in-Fact)
Original powers of attorney authorizing John D. Nichols to sign this Annual
Report on Form 10-K and amendments thereto on behalf of the above-named
directors of the registrant have been filed with the Securities and Exchange
Commission as part of this Annual Report on Form 10-K (Exhibit 24).
8
ILLINOIS TOOL WORKS INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994
SCHEDULE II
DEDUCTIONS
-------------------------------------
RECEIVABLES
BALANCE AT PROVISIONS WRITTEN BALANCE
BEGINNING CHARGED TO OFF, NET OF AT END OF
OF PERIOD INCOME ACQUISITIONS RECOVERIES DISPOSITIONS OTHER PERIOD
----------- ----------- ----------- ----------- ------------- --------- ---------
(IN THOUSANDS)
Year Ended December 31, 1992:
Allowances for uncollectible
accounts.......................... $ 18,900 $ 6,804 $ 528 $ (7,896) $ (140) $ (396) $ 17,800
Year Ended December 31, 1993:
Allowances for uncollectible
accounts.......................... 17,800 8,233 740 (7,496) -- (1,277) 18,000
Year Ended December 31, 1994:
Allowances for uncollectible
accounts.......................... 18,000 7,191 1,234 (6,983) (131) 289 19,600
9
EXHIBIT INDEX
ANNUAL REPORT ON FORM 10-K
1994
EXHIBIT
NUMBER DESCRIPTION
------------- --------------------------------------------------------------------------------------------------------
3(a) Restated Certificate of Incorporation of Illinois Tool Works Inc., as amended, filed as Exhibit 4(a) to
the Company's Registration Statement on Form S-8 (Registration Statement No. 33-53517) filed with the
Securities and Exchange Commission on May 6, 1994 and incorporated herein by reference.
3(b) By-laws of Illinois Tool Works Inc., as amended.
4(a) Indenture, dated as of November 1, 1986, between Illinois Tool Works Inc. and The First National Bank of
Chicago, as Trustee, filed as Exhibit 4 to the Company's Registration Statement on Form S-3
(Registration Statement No. 33-5780) filed with the Securities and Exchange Commission on May 14, 1986
and incorporated herein by reference.
4(b) Resignation of Trustee and Appointment of Successor under Indenture (Exhibit 4(a)), filed as Exhibit
4(b) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 (Commission
File No. 1-4797) and incorporated herein by reference.
4(c) First Supplemental Indenture, dated as of May 1, 1990 between Illinois Tool Works Inc. and Harris Trust
and Savings Bank, as Trustee, filed as Exhibit 4-3 to the Company's Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Registration Statement No. 33-5780) filed with the Securities and
Exchange Commission on May 8, 1990 and incorporated herein by reference.
4(d) Credit agreement, dated as of August 14, 1992, among the Company, the Banks listed therein and the First
National Bank of Chicago, as agent, filed as Exhibit 4(d) to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992 (Commission File No. 1-4797) and incorporated herein by
reference.
4(e) Officers' Certificate Pursuant to Sections 2.01 and 2.04 of the Indenture (Exhibit 4(a) as amended by
Exhibit 4(c)) related to the 5 7/8% Notes due March 1, 2000, filed as Exhibit 4(e) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 1-4797) and
incorporated herein by reference.
4(f) Form of 7 1/2% notes due December 1, 1998, filed as Exhibit 4 to the Company's Current Report on Form
8-K dated December 2, 1991 and incorporated herein by reference.
4(g) Form of 5 7/8% Notes due March 1, 2000, filed as Exhibit 4(f) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1992 (Commission File No. 1-4797) and incorporated herein by
reference.
4(h) Amendment I to the Credit Agreement dated August 14, 1992 (Exhibit 4(d)), filed as Exhibit 4(a) to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1993 (Commission File
No. 1-4797) and incorporated herein by reference.
10(a) Illinois Tool Works Inc. Stock Incentive Plan and amendments thereto filed as Exhibit 10(a) to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988 (Commission File No.
1-4797) and incorporated herein by reference.
10(b) Amendment to the Illinois Tool Works Inc. Stock Incentive Plan dated December 8, 1994.
10(c) Contracts between Illinois Tool Works Inc. and John D. Nichols filed as Exhibit 10(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (Commission File No. 1-4797) and
incorporated herein by reference.
10
EXHIBIT
NUMBER DESCRIPTION
------------- --------------------------------------------------------------------------------------------------------
10(d) Illinois Tool Works Inc. 1982 Executive Contributory Retirement Income Plan adopted December 13, 1982,
filed as Exhibit 10(c) to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1990 (Commission File No. 1-4797) and incorporated herein by reference.
10(e) Illinois Tool Works Inc. 1985 Executive Contributory Retirement Income Plan adopted December 1985, filed
as Exhibit 10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990
(Commission File No. 1-4797) and incorporated herein by reference.
10(f) Illinois Tool Works Inc. Executive Incentive Program adopted August 1, 1979 and amendments thereto,
filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1991 (Commission File No. 1-4797) and incorporated herein by reference.
10(g) Supplemental Plan for Employees of Illinois Tool Works Inc., effective January 1, 1989, filed as Exhibit
10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989
(Commission File No. 1-4797) and incorporated herein by reference.
10(h) Phantom stock agreement between Illinois Tool Works Inc. and John D. Nichols dated January 1, 1986,
October 17, 1986 and January 1, 1991, respectively, filed as Exhibit 10(g) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1991 (Commission File No. 1-4797) and incorporated
herein by reference.
10(i) Amendment to the Phantom stock agreement between Illinois Tool Works Inc. and John D. Nichols, dated
January 1, 1991 (see 10(h) above), filed as Exhibit 10(h) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992 (Commission File No. 1-4797) and incorporated herein by reference.
10(j) Directors' deferred fee plan, retired directors' fee plan and non-officer directors' restricted stock
program, descriptions of which are under the caption "Directors' Compensation" in the Company's Proxy
Statement for the 1995 Annual Meeting of Stockholders, and incorporated herein by reference.
10(k) Underwriting Agreement dated November 20, 1991, related to the 7 1/2% Notes due December 1, 1998, filed
as Exhibit 1 to the Company's Current Report on Form 8-K dated December 2, 1991 and incorporated herein
by reference.
10(l) Underwriting Agreement dated February 23, 1993, related to the 5 7/8% Notes due March 1, 2000, filed as
Exhibit 10(j) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992
(Commission File No. 1-4797) and incorporated herein by reference.
10(m) Illinois Tool Works Inc. 1993 Executive Contributory Retirement Income Plan, filed as Exhibit 10(a) to
the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1993 (Commission
File No. 1-4797) and incorporated herein by reference.
10(n) Amendment to the Illinois Tool Works Inc. 1993 Executive Contributory Retirement Income Plan dated
December 5, 1994.
13 The Company's 1994 Annual Report to Stockholders, pages 19 - 38.
21 Subsidiaries of the Company.
22 Information under the captions "Election of Directors," "Security Ownership" and "Executive
Compensation" in the Company's Proxy Statement for the 1995 Annual Meeting of Stockholders.
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
27 Financial Data Schedule.
11
[LOGO]
THIS REPORT HAS BEEN PRINTED ON RECYCLED PAPER.
[LOGO]