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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1993
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 8, 1994, WAS APPROXIMATELY $3,500,000,000.
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SHARES OF COMMON STOCK OUTSTANDING AT MARCH 8, 1994 - 113,213,921
------------------------
DOCUMENTS INCORPORATED BY REFERENCE
PARTS I, II,
1993 ANNUAL REPORT TO STOCKHOLDERS........................................... IV
PROXY STATEMENT DATED MARCH 28, 1994, FOR ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON MAY 6, 1994...................................................... PART III
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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 250 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 and assemblies; industrial fluids and adhesives; plastic and
metal fasteners, and fastening tools and equipment. Industrial Systems and
Consumables' products include longer lead-time systems and related consumables
for consumer and industrial packaging, finishing, furniture, inspection and
quality assurance applications.
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, 1992 and 1991 was not significant. Therefore, prior years'
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 1989, the Company acquired all of the outstanding common stock of
Ransburg Corporation ("Ransburg") for $192,000,000, which includes payment for
outstanding options and investment banking, legal and accounting fees paid by
both parties. Ransburg businesses manufacture and distribute electrostatic
finishing systems for liquid and powder coatings. 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
Ransburg and DeVilbiss automotive finishing systems businesses. The revenues,
income and net assets related to the automotive finishing systems businesses
were not material.
During the five-year period ending December 31, 1993, 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 20 through 22, Management's Discussion and Analysis, in the
Company's 1993 Annual Report to Stockholders.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS --
For financial reporting purposes, the Company has grouped its operations
into two industry segments: Engineered Components and Industrial Systems and
Consumables. The percentage contributions to operating revenues for the last
three (3) years by these product categories are:
INDUSTRIAL
ENGINEERED SYSTEMS AND
COMPONENTS CONSUMABLES
---------- -----------
1993.................................... 52% 48%
1992.................................... 46% 54%
1991.................................... 45% 55%
1
Segment and geographic data are included on pages 20 and 26 of the Company's
1993 Annual Report to Stockholders.
Product data relating to the Company's two segments are located on page 4 of
the Company's 1993 Annual Report to Stockholders. The principal markets served
by the Company's two segments are as follows:
% OF OPERATING REVENUES
------------------------
INDUSTRIAL
ENGINEERED SYSTEMS AND
COMPONENTS CONSUMABLES
---------- -----------
Construction............................ 36.0% 10.8%
Automotive.............................. 25.9% 9.6%
General Industrial...................... 18.6% 28.5%
Food and Beverage....................... 1.7% 18.0%
Industrial Capital Goods................ 2.0% 10.2%
Consumer Durables....................... 6.0% 2.8%
Paper Products.......................... -- 8.8%
Electronics............................. 5.5% 1.9%
Other................................... 4.3% 9.4%
----- -----
100.0% 100.0%
----- -----
----- -----
Operating results of the segments are described on pages 20 and 21 of the
Company's 1993 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, 1993
and 1992:
BACKLOG IN THOUSANDS OF DOLLARS
-------------------------------------
INDUSTRIAL
ENGINEERED SYSTEMS AND
COMPONENTS CONSUMABLES TOTAL
----------- ------------ ----------
1993.................................................. $ 159,000 $ 142,000 $ 301,000
1992.................................................. 128,000 140,000 268,000
Backlog orders scheduled for shipment beyond calendar year 1994 were not
material in either industry segment as of December 31, 1993.
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 and related
systems.
2
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 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 27 of the Company's 1993 Annual Report to Stockholders.
The Company owns approximately 1,630 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 240 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 19,000 persons as of December 31, 1993
and considers its employee relations to be excellent.
INTERNATIONAL --
The Company's international operations include subsidiaries, joint ventures,
licensees and other affiliates 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
wholly and majority-owned international subsidiaries contributed approximately
36% and 45% of operating revenues in 1993 and 1992, respectively.
Refer to pages 20 and 21 in the Company's 1993 Annual Report to Stockholders
for additional information on international activities. International operations
are subject to certain risks inherent in
3
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.
EXECUTIVE OFFICERS --
Executive Officers of the Company as of March 8, 1994 are as follows:
Name Office Age
- --------------------------------- -------------------------------------------------------------- ---
Gunter A. Berlin Executive Vice President 61
Thomas W. Buckman Vice President, Patents and Technology 56
H. Richard Crowther Vice Chairman 61
W. James Farrell Executive Vice President 51
Russell M. Flaum Executive Vice President 43
Michael W. Gregg Senior Vice President and Controller, Accounting 58
Stewart S. Hudnut Senior Vice President, General Counsel and Secretary 54
Robert H. Jenkins Executive Vice President 51
John Karpan Senior Vice President, Human Resources 53
John D. Nichols Chairman and Chief Executive Officer 63
Frank S. Ptak Executive Vice President 50
F. Ronald Seager Executive Vice President 53
Harold B. Smith Chairman of the Executive Committee 60
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., manufacturer of
automotive components. Mr. Smith has entered into a one-year service agreement
with the Company for $85,000.
ITEM 2. PROPERTIES
As of December 31, 1993 the Company operated 160 plants and office
facilities in the United States, excluding regional sales offices and warehouse
facilities. Of the total U.S. floor space of 11.1 million square feet, 7.5
million is owned by the Company, with the remaining 3.6 million being leased.
Internationally, the Company operated 87 plants and office facilities excluding
regional sales offices and warehouse facilities. Of the total international
floor space of 5.1 million square feet, 3.6 million is owned by the Company,
with the remaining 1.5 million being leased. The principal international plants
are in Australia, Belgium, Brazil, Canada, France, Germany, Ireland, Italy,
Japan, Malaysia, Spain, Switzerland and the United Kingdom.
Of the worldwide plants and office facilities, 122 were operated by
businesses in the Engineered Components segment, 119 by businesses in the
Industrial Systems and Consumables segment, and 6 by corporate-related entities.
Of the company-wide square footage, 7.5 million are used by businesses in the
Engineered Components segment and 7.6 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.
4
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
This information is incorporated by reference to page 37 of the Company's
1993 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
This information is incorporated by reference to pages 38 and 39 of the
Company's 1993 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 20 through 22 of the
Company's 1993 Annual Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and report thereon of Arthur Andersen & Co. dated
February 9, 1994, as found on pages 23 through 37 of the Company's 1993 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 1994 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
captions "Executive Compensation" and "Directors' Compensation" in the Company's
Proxy Statement for the 1994 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 1994
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 & Co. dated
February 9, 1994 as found on pages 23 through 37 of the Company's 1993 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
1993 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.
------------ ---------
Amounts Receivable from Related Parties, Underwriters,
Promoters and Employees Other Than Related Parties......... II 9
Valuation And Qualifying Accounts.......................... VIII 10
Short-Term Borrowings...................................... IX 11
(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 SCHEDULES
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 1993 Annual
Report to Stockholders, incorporated by reference in this Form 10-K, and have
issued our report thereon dated February 9, 1994. Our audits were made for the
purpose of forming an opinion on those statements taken as a whole. The
schedules listed in the accompanying index are the responsibility of the
Company's management and are presented for the purpose of complying with the
Securities and Exchange Commission's rules and are not part of the basic
financial statements. The schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly state 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 & CO.
Chicago, Illinois,
February 9, 1994
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 25th day of
March, 1994.
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 25th day of March, 1994.
SIGNATURES TITLE
- ----------------------------------- --------------------------------------------
- --------------------------- Senior Vice President and Controller,
/s/ MICHAEL W. GREGG Accounting (Principal Accounting and
Michael W. Gregg Financial Officer)
Julius W. Becton, Jr. Director
Silas S. Cathcart 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
Edward F. Swift 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.
AMOUNTS RECEIVABLE FROM RELATED PARTIES, UNDERWRITERS, PROMOTERS
AND EMPLOYEES OTHER THAN RELATED PARTIES
FOR THE YEARS ENDED DECEMBER 31, 1992 AND 1993(1)
SCHEDULE II
DEDUCTIONS BALANCE AT END
BALANCE AT ---------------------- OF PERIOD
BEGINNING AMOUNTS AMOUNTS ----------------------
NAME OF DEBTOR OF PERIOD ADDITIONS COLLECTED WRITTEN OFF CURRENT NOT-CURRENT
- ------------------------------------------ ----------- ----------- --------- ----------- --------- -----------
(IN THOUSANDS)
Year Ended December 31, 1992:
Automated Label Systems Co. (2)......... -- $ 23,042 $ 9,050 -- $ 13,992 --
Year Ended December 31, 1993:
Automated Label Systems Co. (2)......... $ 13,992 $ 36,874 $ 14,976 -- $ 35,890 --
- ------------------------
(1) No such items were in existence as of December 31, 1991.
(2) 50%-owned Joint Venture of the Company. Amounts receivable represent
outstanding advances made at the prime interest rate. Of the total amounts
receivable at December 31, 1993, $13.6 million is due on demand, and $22.3
million is due 180 days after termination of the Joint Venture.
9
ILLINOIS TOOL WORKS INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
SCHEDULE VIII
DEDUCTIONS
-------------------------------------
RECEIVABLES
BALANCE AT PROVISIONS WRITTEN
BEGINNING CHARGED TO OFF, NET OF BALANCE END
OF PERIOD INCOME ACQUISITIONS RECOVERIES DISPOSITIONS OTHER OF PERIOD
----------- ----------- ----------- ----------- ------------- --------- ------------
(IN THOUSANDS)
Year Ended December 31, 1991:
Allowances for uncollectible
accounts.......................... $ 15,500 $ 7,824 $ 1,711 $ (6,000) $ (37) $ (98) $ 18,900
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
10
ILLINOIS TOOL WORKS INC.
SHORT-TERM BORROWINGS
FOR THE YEARS ENDED DECEMBER 31, 1991, 1992 AND 1993
SCHEDULE IX
MAXIMUM AVERAGE WEIGHTED
WEIGHTED AMOUNT AMOUNT AVERAGE
BALANCE AVERAGE OUTSTANDING OUTSTANDING INTEREST
AT END INTEREST RATE DURING THE DURING THE RATE-DURING
CLASSIFICATION OF YEAR END OF YEAR YEAR (3) YEAR (1) THE YEAR (2)
- ---------------------------------------- -------- ------------- ----------- ----------- -------------
(DOLLARS IN THOUSANDS)
Year Ended December 31, 1991:
Bank overdrafts....................... $ 19,557 11.6% $ 21,390 $ 25,145 11.6%
Short-term loans...................... 107,710 10.2 23,504 41,837 10.5
Commercial paper...................... 45,500 5.9 137,500 36,600 5.9
-------- --- ----------- ----------- ---
Short-term borrowings................. 172,767 9.3% $ 182,394 $ 103,582 9.0%
----------- -----------
----------- -----------
Current maturities of long-term debt.. 9,340
--------
Total short-term debt............... $182,107
--------
--------
Year Ended December 31, 1992:
Bank overdrafts....................... $ 19,704 11.7% $ 19,557 $ 21,244 11.6%
Short-term loans...................... 29,854 8.8 107,710 66,221 10.1
Commercial paper...................... 30,000 3.4 45,500 46,800 4.3
-------- --- ----------- ----------- ---
Short-term borrowings................. 79,558 7.5% $ 172,767 $ 134,265 8.3%
----------- -----------
----------- -----------
Current maturities of long-term debt.. 3,703
--------
Total short-term debt............... $ 83,261
--------
--------
Year Ended December 31, 1993:
Bank overdrafts....................... $ 18,034 8.4% $ 22,032 $ 20,941 10.2%
Short-term loans...................... 22,539 7.2 37,834 32,426 7.9
Commercial paper...................... 63,881 3.2 171,234 102,489 3.2
-------- --- ----------- ----------- ---
Short-term borrowings................. 104,454 5.0% $ 231,100 $ 155,856 5.1%
----------- -----------
----------- -----------
Current maturities of long-term debt.. 2,619
--------
Total short-term debt............... $107,073
--------
--------
- ------------------------
(1) Determined by averaging the outstanding balance at the beginning of the
period and the outstanding balance at the end of each quarter during the
period. Commercial paper was reclassified from long-term to short-term as
of September 30, 1991. The average amount outstanding was computed using
only those amounts classified as short-term over the entire year.
(2) Determined by averaging the weighted average interest rate on amounts
outstanding at the beginning of the period and on amounts outstanding at
the end of each quarter during the period.
(3) Maximum amount outstanding during the year is based on quarter-end
balances for short-term borrowings in total.
11
EXHIBIT INDEX
1993 FORM 10-K ANNUAL REPORT
EXHIBIT
NUMBER DESCRIPTION
- ------------- --------------------------------------------------------------------------------------------------------
3(a) Restated Certificate of Incorporation of Illinois Tool Works Inc., as amended, filed as Amendment No. 1
to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, by means of
Form 8 dated May 24, 1990, (Commission File No. 1-4797) and incorporated herein by reference.
3(b) By-laws of Illinois Tool Works Inc., as amended, filed as Exhibit 3(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.
3(c) Certificate of Amendment of Restated Certificate of Incorporation of Illinois Tool Works Inc. dated June
11, 1991.
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 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) 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.
12
EXHIBIT
NUMBER DESCRIPTION
- ------------- --------------------------------------------------------------------------------------------------------
10(c) 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(d) 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(e) 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(f) 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(g) 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(h) Amendment to the Phantom stock agreement between Illinois Tool Works Inc. and John D. Nichols, dated
January 1, 1991 (see 10(g) 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(i) 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(j) 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(k) 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.
13 The Company's 1993 Annual Report to Stockholders, pages 4, 20-39.
21 Subsidiaries of the Company.
22 Information under the captions "Election of Directors," "Directors' Compensation," "Executive
Compensation" and "Security Ownership" in the Company's Proxy Statement for the 1994 Annual Meeting of
Stockholders.
23 Consent of Arthur Andersen & Co.
24 Powers of Attorney.
13