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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, 1995
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: (847) 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 5, 1996, was approximately $6,000,000,000.
Shares of Common Stock outstanding at March 5, 1996 - 122,395,312.
-------------------
Documents Incorporated by Reference
1995 Annual Report to Stockholders...............................Parts I, II, IV
Proxy Statement dated April 1, 1996, for Annual Meeting of
Stockholders to be held on May 3, 1996.................................Part III
1
PART I
ITEM 1. BUSINESS
General-
- -------
Illinois Tool Works Inc. (the "Company") was founded in 1912 and incorporated
in 1915. 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 300 operations in 34 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 products. Industrial Systems and Consumables' products include longer
lead-time systems and related consumables for consumer and industrial packaging;
marking, labeling and identification systems; industrial spray coating equipment
and systems; and quality assurance equipment and systems.
In the first quarter of 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 ("APB") 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 early 1996, the Company acquired all of the common stock of Hobart Brothers
Company ("Hobart") in exchange for shares of ITW voting common stock. The
acquisition will be accounted for as a pooling of interests in accordance with
APB No. 16. For the two months ended February 29, 1996, combined operating
revenues for the Company and Hobart were $731,843,000 and combined net income
was $60,511,000.
During the five-year period ending December 31, 1995, the Company acquired and
disposed of numerous operations, 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 1995 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:
2
Industrial
Engineered Systems and
Components Consumables
---------- -----------
1995 51% 49%
1994 53% 47%
1993 52% 48%
Segment and geographic data are included on pages 20, 21 and 26 of the
Company's 1995 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% 7%
Automotive 29% 9%
General Industrial 16% 28%
Food and Beverage 1% 21%
Industrial Capital Goods 2% 10%
Consumer Durables 6% 4%
Paper Products -- 9%
Electronics 6% 3%
Other 4% 9%
--- ---
100% 100%
=== ===
Operating results of the segments are described on pages 20, 21 and 26 of the
Company's 1995 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.
3
The following summarizes backlog by industry segment as of December 31, 1995
and 1994:
Backlog in
Thousands of Dollars
-------------------------------------------------
Industrial
Engineered Systems and
Components Consumables Total
---------- ----------- --------
1995 $236,000 $213,000 $449,000
1994 $199,000 $156,000 $355,000
Backlog orders scheduled for shipment beyond calendar year 1996 were not
material in either industry segment as of December 31, 1995.
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 measurement
equipment; tooling for specialty applications; and arc welding equipment and
related systems.
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 1995 Annual Report to Stockholders.
4
The Company owns approximately 1,664 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 395 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, Hobart, Keps, Magnaflux,
Miller, Minigrip, Newtec, Oxo, Paktron, Paslode, Powcon, Ramset, Ransburg, Red
Head, 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 21,200 persons as of December 31, 1995 and
considers its employee relations to be excellent.
5
International-
- -------------
The Company's international operations include subsidiaries, joint ventures
and licensees in 34 countries on six continents. These operations serve such
markets as automotive, food and beverage, construction, general industrial,
industrial capital goods and others on a worldwide basis. The Company's
international subsidiaries contributed approximately 38% and 36% of operating
revenues in 1995 and 1994, respectively.
Refer to pages 20 through 22 in the Company's 1995 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.
6
Executive Officers
Executive Officers of the Company as of March 5, 1996:
Name Office Age
---- ------ ---
Thomas W. Buckman Vice President, Patents and Technology 58
W. James Farrell President and Chief Executive Officer 53
Russell M. Flaum Executive Vice President 45
Michael W. Gregg Senior Vice President and Controller, Accounting 60
Stewart S. Hudnut Senior Vice President, General Counsel and 56
Secretary
John Karpan Senior Vice President, Human Resources 55
Jon C. Kinney Senior Vice President and Controller, Operations 53
John D. Nichols Chairman 65
Frank S. Ptak Executive Vice President 52
F. Ronald Seager Executive Vice President 55
Harold B. Smith Chairman of the Executive Committee 62
David B. Speer Executive Vice President 44
Donald L. VanErden Vice President, Research and Advanced Development 60
Hugh J. Zentmeyer Executive Vice President 49
Except for Messrs. Hudnut, Kinney, Speer and Zentmeyer, each of the foregoing
officers has been employed by the Company in various elected 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 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. Kinney joined the
Company in 1973 and has served as Vice President and Controller, Operations, and
Group Controller of the Company's automotive, construction, finishing systems
and quality measurement groups. Mr. Speer joined the Company in 1978 and has
held various sales, marketing and general management positions within the
construction products group, most recently having served as Group Vice President
of the worldwide construction products group. Mr. Zentmeyer joined the Company
as part of Signode Corporation in 1968 and has most recently served as President
of the specialty industrial packaging businesses.
7
ITEM 2. PROPERTIES
As of December 31, 1995 the Company operated the following plants and office
facilities, excluding regional sales offices and warehouse facilities:
FLOOR SPACE
Number (in millions of square feet)
of ----------------------------
Properties Owned Leased Total
---------- ----- ------ -----
Domestic --
Engineered Components 79 3.5 1.0 4.5
Industrial Systems and Consumables 86 3.0 1.6 4.6
--- ---- --- ----
165 6.5 2.6 9.1
--- ---- --- ----
International --
Engineered Components 65 1.5 .7 2.2
Industrial Systems and Consumables 54 2.5 .9 3.4
--- ---- --- ----
119 4.0 1.6 5.6
--- ---- --- ----
Corporate 20 1.7 .1 1.8
--- ---- --- ----
304 12.2 4.3 16.5
=== ==== === ====
The principal international plants are in Australia, Belgium, Canada, France,
Germany, Ireland, Italy, Japan, Malaysia, Spain, Sweden, Switzerland and the
United Kingdom.
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.
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 1995
Annual Report to Stockholders.
8
ITEM 6. SELECTED FINANCIAL DATA
This information is incorporated by reference to pages 38 and 39 of the
Company's 1995 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 1995 Annual Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and report thereon of Arthur Andersen LLP dated
January 29, 1996, as found on pages 23 through 37 of the Company's 1995 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 1996 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 7.
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 1996
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 1996
Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
9
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 29, 1996, as found on pages 23 through 37 of the Company's 1995 Annual
Report to Stockholders, are incorporated by reference.
(2) Financial Statement Schedule
The following supplementary financial data should be read in conjunction with
the financial statements and comments thereto as presented in the Company's 1995
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 Page
No. No.
-------- ----
Valuation and Qualifying II 13
Accounts
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the three months ended December
31, 1995.
10
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 1995 Annual Report
to Stockholders, incorporated by reference in this Form 10-K, and have issued
our report thereon dated January 29, 1996. 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 29, 1996
11
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 29th day of March,
1996.
ILLINOIS TOOL WORKS INC.
By /s/ W. James Farrell
---------------------------------------
W. James Farrell
Director, President 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 29th day of March, 1996.
Signatures Title
--------------------- ------------------------------
/s/ MICHAEL W. GREGG Senior Vice President
-------------------- and Controller, Accounting
Michael W. Gregg (Principal Accounting
and Financial Officer)
Julius W. Becton, Jr. Director
Silas S. Cathcart Director
Susan Crown Director
H. Richard Crowther Director
W. James Farrell Director
L. Richard Flury Director
Richard M. Jones Director
George D. Kennedy Director
Richard H. Leet Director
Robert C. McCormack Director
John D. Nichols Director
Phillip B. Rooney Director
Harold B. Smith Director
Ormand J. Wade Director
Calvin A. H. Waller Director
By /s/ W. James Farrell
---------------------------------------
(W. James Farrell, as Attorney-in-Fact)
Original powers of attorney authorizing W. James Farrell 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).
12
ILLINOIS TOOL WORKS INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995
SCHEDULE II
Deductions
-------------------------------------------
Receivables
Balance at Provisions Written off, Balance
Beginning Charged to Net of (1) at End
(In thousands) of Period Income Acquisitions Recoveries Dispositions Other of Period
---------- ---------- ------------ ---------- ------------ ------ ---------
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
Year Ended December 31, 1995:
Allowance for uncollectible
accounts 19,600 6,889 2,672 (5,763) (414) 516 23,500
(1) Primarily represents effect of foreign currency translation.
13
EXHIBIT INDEX
ANNUAL REPORT on FORM 10-K
1995
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 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 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.
14
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 filed as Exhibit 10(b) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994 (Commission
File No. 1-4797) and incorporated herein by reference.
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(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 agreements 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 agreements 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, non-officer directors' restricted stock
program, and non-officer directors' phantom stock plan, descriptions
of which are under the caption "Directors' Compensation" in the
Company's Proxy Statement for the 1996 Annual Meeting of Stockholders.
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.
15
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, filed as Exhibit 10(n)
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (Commission File No. 1-4797) and incorporated herein
by reference.
13 The Company's 1995 Annual Report to Stockholders, pages 20 - 39, filed
as Exhibit 13 to the Company's Form 8-KA Current Report dated February
21, 1996, as amended March 25, 1996 (Commission File No. 1-4797) and
incorporated herein by reference.
21 Subsidiaries of the Company.
22 Information under the captions "Election of Directors," "Executive
Compensation" and "Security Ownership" in the Company's Proxy
Statement for the 1996 Annual Meeting of Stockholders.
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
27 Financial Data Schedule.
16