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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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 (Zip Code)
Offices)
Registrant's telephone number, including area code: (847) 724-7500
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON 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 16, 1999, was approximately $12,700,000,000.
Shares of Common Stock outstanding at March 16, 1999 -- 250,307,289.
---------------
DOCUMENTS INCORPORATED BY REFERENCE
1998 Annual Report to Stockholders...............................Parts I, II, IV
Proxy Statement dated March 25, 1999, for Annual Meeting of Stockholders
to be held on May 14, 1999............................................Part III
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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 400 operations in 35
countries. The Company's business units are divided into five segments:
Engineered Products-North America, Engineered Products-International, Specialty
Systems-North America, Specialty Systems-International, and Leasing and
Investments. Businesses in the Engineered Products-North America segment are
located in North America and manufacture short lead-time components and
fasteners, and specialty products such as adhesives, resealable packaging and
electronic component packaging. Businesses in the Engineered
Products-International segment are located outside North America and manufacture
short lead-time components and fasteners, and specialty products such as
electronic component packaging and adhesives. Businesses in the Specialty
Systems-North America segment are located in North America and produce longer
lead-time machinery and related consumables, and specialty equipment for
applications such as industrial spray coating, quality measurement and static
control. Businesses in the Specialty Systems-International segment are located
outside North America and manufacture longer lead-time machinery and related
consumables, and specialty equipment for industrial spray coating and other
applications. The Leasing and Investment segment makes opportunistic investments
in mortgage-related assets, leveraged and direct financing leases of equipment,
properties and property developments, and affordable housing.
In early 1996, the Company acquired all of the voting stock of Hobart
Brothers Company ("Hobart"), a manufacturer of welding products, in exchange for
shares of ITW voting common stock. As a result, the Hobart 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
for Hobart have been included in the Statement of Income as of the beginning of
1996. The impact of Hobart on consolidated operating revenues, net income and
net income per share was not significant. Therefore, the 1995 financial
statements have not been restated to reflect the acquisition of Hobart.
In late 1996, the Company acquired all of the outstanding common stock of
Azon Limited ("Azon"), an Australian manufacturer of strapping and other
industrial products. The acquisition has been accounted for as a purchase, and
accordingly, the acquired net assets have been recorded at their estimated fair
values at the date of acquisition. The results of operations have been included
in the Statement of Income from the acquisition date, except for the Azon
businesses which were expected to be sold, which were not consolidated at
December 31, 1996. During 1997, the Company disposed of the majority of the Azon
businesses which were expected to be sold. Based on the assumption that the Azon
acquisition had occurred on January 1, 1996 or January 1, 1995, the Company's
pro forma operating revenues, net income and net income per share would not have
been significantly different.
During the five-year period ending December 31, 1998, the Company acquired
and disposed of numerous other operations which did not materially impact
consolidated results.
CURRENT YEAR DEVELOPMENTS
Refer to pages 16 through 21, Management's Discussion and Analysis, in the
Company's 1998 Annual Report to Stockholders.
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FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Segment and geographic data are included on pages 16 through 18 and 36
through 38 of the Company's 1998 Annual Report to Stockholders.
The principal markets served by the Company's four manufacturing segments
are as follows:
% 1998 OF OPERATING REVENUES
---------------------------------------------------------
ENGINEERED SPECIALTY
PRODUCTS- ENGINEERED SYSTEMS- SPECIALTY
NORTH PRODUCTS- NORTH SYSTEMS-
AMERICA INTERNATIONAL AMERICA INTERNATIONAL
---------- ------------- --------- -------------
Automotive................................. 38% 37% 12% 3%
Construction............................... 27% 33% 15% 8%
General Industrial......................... 14% 10% 30% 37%
Food and Beverage.......................... 3% --% 15% 15%
Industrial Capital Goods................... 3% 1% 6% 10%
Consumer Durables.......................... 8% 7% 4% 3%
Paper Products............................. 1% --% 7% 10%
Electronics................................ 5% 10% 2% 1%
Other...................................... 1% 2% 9% 13%
---- ---- ---- ----
100% 100% 100% 100%
==== ==== ==== ====
Operating results of the segments are described on pages 16 through 18 and
36 through 38 of the Company's 1998 Annual Report to Stockholders.
Most of the Company's businesses distribute their products directly to
industrial manufacturers and through independent distributors.
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.
Backlog by manufacturing segment as of December 31, 1998 and 1997 is
summarized as follows:
BACKLOG IN THOUSANDS OF DOLLARS
---------------------------------------------------------
ENGINEERED SPECIALTY
PRODUCTS- ENGINEERED SYSTEMS- SPECIALTY
NORTH PRODUCTS- NORTH SYSTEMS-
AMERICA INTERNATIONAL AMERICA INTERNATIONAL TOTAL
---------- ------------- --------- ------------- -----
1998........................... $224,000 $126,000 $119,000 $64,000 $533,000
1997........................... $214,000 $ 72,000 $128,000 $82,000 $496,000
Backlog orders scheduled for shipment beyond calendar year 1999 were not
material for any manufacturing segment as of December 31, 1998.
The information set forth below is equally applicable to all segments of
the Company 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 a few other
companies or with many others, some of which may be the Company's own licensees.
The Company is a leading producer of plastic and metal components,
fasteners and assemblies; industrial fluids and adhesives; tooling for specialty
applications; welding products; packaging machinery and related
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consumables; industrial spray coating and static control equipment and systems;
and quality measurement equipment and 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 25 of the Company's 1998 Annual Report to
Stockholders. Research and development expenditures in 1998 in local currencies
were consistent with 1997, however U.S. dollar expenditures decreased in 1998 as
a result of the negative impact of foreign currencies against the U.S. dollar.
The Company owns approximately 1,975 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 347 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 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, Apex, Buildex,
Deltar, Devcon, DeVilbiss, Fastex, Hi-Cone, Hobart, Keps, Magnaflux, Miller,
Minigrip, Newtec, Oxo, Paktron, Paslode, Powcon, Ramset, Ransburg, Red Head,
Shakeproof, Signode, Teks, Tenax and Zip-Pak.
ENVIRONMENTAL
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 29,200 persons as of December 31, 1998
and considers its employee relations to be excellent.
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INTERNATIONAL
The Company's international operations include subsidiaries, joint ventures
and licensees in 35 countries on six continents. These operations serve such
markets as automotive, food and beverage, construction, general industrial,
industrial capital goods, electronics, paper products and others on a worldwide
basis. The Company's international subsidiaries contributed approximately 36% of
operating revenues in both 1998 and 1997.
Refer to pages 16 through 19 and 36 through 38 in the Company's 1998 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.
YEAR 2000
Refer to page 21 in the Company's 1998 Annual Report to Stockholders for
discussion of the effect on the Company of the Year 2000 computer issue.
FORWARD-LOOKING STATEMENTS
Refer to page 21 of the Company's 1998 Annual Report to Stockholders for
information on the risks associated with forward-looking statements within this
document.
EXECUTIVE OFFICERS
Executive Officers of the Company as of March 25, 1999:
NAME OFFICE AGE
- ---- ------ ---
Thomas W. Buckman........................ Vice President, Patents and Technology 61
W. James Farrell......................... Chairman and Chief Executive Officer 56
Russell M. Flaum......................... Executive Vice President 48
Thomas J. Hansen......................... Executive Vice President 50
Stewart S. Hudnut........................ Senior Vice President, General Counsel and Secretary 59
John Karpan.............................. Senior Vice President, Human Resources 58
Jon C. Kinney............................ Senior Vice President and Chief Financial Officer 56
Dennis J. Martin......................... Executive Vice President 48
Frank S. Ptak............................ Vice Chairman 55
F. Ronald Seager......................... Executive Vice President 58
Harold B. Smith.......................... Chairman of the Executive Committee 65
David B. Speer........................... Executive Vice President 47
Allan C. Sutherland...................... Senior Vice President 35
Hugh J. Zentmeyer........................ Executive Vice President 52
Except for Messrs. Hansen, Kinney, Martin, Speer, Sutherland, 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.
Hansen joined the Company in 1980 and has held various management positions
within the Company's automotive metal fasteners and components businesses. Mr.
Kinney joined the Company in 1973 and has served as Senior Vice President and
Controller, Operations, and Group Controller of several of the Company's
businesses. Mr. Martin joined the Company in 1991 and has held several
management positions in the welding businesses.
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Mr. Speer joined the Company in 1978 and has held various sales, marketing and
general management positions within the construction businesses. Mr. Sutherland
joined the Company in 1993 after serving as a senior tax manager with Ernst &
Young and has served the Company in various capacities, most recently as Vice
President of Leasing and Investments. Mr. Zentmeyer joined Signode Corporation
(which was acquired by the Company in 1986) in 1968 and has held various
management positions in the industrial packaging businesses.
ITEM 2. PROPERTIES
As of December 31, 1998 the Company operated the following plants and
office facilities, excluding regional sales offices and warehouse facilities:
NUMBER FLOOR SPACE
OF ----------------------------
PROPERTIES OWNED LEASED TOTAL
---------- ----- ------ -----
(IN MILLIONS OF SQUARE FEET)
Engineered Products -- North America.............. 122 3.9 2.5 6.4
Engineered Products -- International.............. 85 2.0 1.0 3.0
Specialty Systems -- North America................ 99 5.3 2.0 7.3
Specialty Systems -- International................ 66 3.7 1.0 4.7
Leasing and Investments........................... 16 0.8 0.2 1.0
Corporate......................................... 9 1.4 -- 1.4
--- ---- --- ----
397 17.1 6.7 23.8
=== ==== === ====
The principal plants outside of the U.S. are in Australia, Belgium, Canada,
France, Germany, Ireland, India, 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 39 of the Company's
1998 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
This information is incorporated by reference to pages 40 and 41 of the
Company's 1998 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 16 through 21 of the
Company's 1998 Annual Report to Stockholders.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information is incorporated by reference to page 20 and 21 of the
Company's 1998 Annual Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and report thereon of Arthur Andersen LLP dated
January 27, 1999, as found on pages 22 through 38 and supplementary data on page
39 of the Company's 1998 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 1999 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 pages 4 and 5.
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 1999
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 "Ownership of ITW Stock" in the Company's Proxy Statement for the 1999
Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Additional information is incorporated by reference to the information
under the captions "Director Compensation" and "Executive Compensation" in the
Company's Proxy Statement for the 1999 Annual Meeting of Stockholders.
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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 27, 1999, as found on pages 22 through 39 of the Company's 1998 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 notes thereto as presented in the Company's
1998 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 notes to financial statements.
SCHEDULE PAGE
NO. NO.
-------- ----
Valuation and Qualifying Accounts........................... II 10
(3) Exhibits
(i) See the Exhibit Index on page 11 of this Form 10-K.
(ii) Pursuant to Regulation S-K, Item 601(b)(4)(iii), the Company has not
filed with Exhibit 4 any debt instruments for which the total amount of
securities authorized thereunder are less than 10% of the total assets of the
Company and its subsidiaries on a consolidated basis as of December 31, 1998,
with the exception of the agreement related to the 5 7/8% and 5 3/4% Notes,
which are filed with Exhibit 4. The Company agrees to furnish a copy of the
agreements related to the debt instruments which have not been filed with
Exhibit 4 to the Securities and Exchange Commission upon request.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the three months ended
December 31, 1998.
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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 1998 Annual
Report to Stockholders, incorporated by reference in this Form 10-K, and have
issued our report thereon dated January 27, 1999. 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 27, 1999
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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, 1999.
ILLINOIS TOOL WORKS INC.
By /s/ W. JAMES FARRELL
------------------------------------
W. James Farrell
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 29th day of March, 1999.
SIGNATURES TITLE
---------- -----
/s/ JON C. KINNEY Senior Vice President and Chief Financial
- -------------------------------------------------- Officer,
Jon C. Kinney (Principal Accounting and Financial Officer)
WILLIAM F. ALDINGER Director
MICHAEL J. BIRCK Director
MARVIN D. BRAILSFORD Director
SUSAN CROWN Director
H. RICHARD CROWTHER Director
W. JAMES FARRELL Director
ROBERT C. MCCORMACK Director
PHILLIP B. ROONEY Director
HAROLD B. SMITH Director
ORMAND J. WADE 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).
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SCHEDULE II
ILLINOIS TOOL WORKS INC.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1997, AND 1998
DEDUCTIONS
------------------------------------
RECEIVABLES
BALANCE AT PROVISIONS WRITTEN OFF, BALANCE
BEGINNING CHARGED TO NET OF (1) AT END
OF PERIOD INCOME ACQUISITIONS RECOVERIES DISPOSITIONS OTHER OF PERIOD
---------- ---------- ------------ ------------ ------------ ----- ---------
(IN THOUSANDS)
Year Ended December 31, 1996:
Allowances for uncollectible
accounts.................. 23,500 4,451 4,836 (10,319) 111 (179) 22,400
Year Ended December 31, 1997:
Allowance for uncollectible
accounts.................. 22,400 6,268 989 (5,639) -- (3,218) 20,800
Year Ended December 31, 1998:
Allowance for uncollectible
accounts.................. 20,800 5,008 7,803 (5,300) (153) (158) 28,000
- ---------------
(1) Includes the effects of foreign currency translation and other reserve
adjustments.
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EXHIBIT INDEX
ANNUAL REPORT ON FORM 10-K
1998
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3(a) -- Restated Certificate of Incorporation of Illinois Tool Works
Inc., as amended, filed as Exhibit 3(a) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997 (Commission File No. 1-4797) 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) -- 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(c) -- 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(d) -- Form of 5 3/4% Notes due March 1, 2009, filed as Exhibit 4
to the Company's Current Report on Form 8-K dated February
24, 1999 and incorporated herein by reference.
10(a) -- Illinois Tool Works Inc. 1996 Stock Incentive Plan dated
February 16, 1996, as amended on December 12, 1997, filed as
Exhibit 10(a) to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 (Commission File
No. 1-4797) and incorporated herein by reference.
10(b) -- 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 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(c) -- 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(d) -- Amendment to the Illinois Tool Works Inc. 1985 Executive
Contributory Retirement Income Plan dated May 1, 1996, filed
as Exhibit 10(c) to the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1996
(Commission File No. 1-4797) and incorporated herein by
reference.
10(e) -- Illinois Tool Works Inc. Executive Incentive Plan adopted
February 16, 1996, filed as Exhibit 10(a) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1996 (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.
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EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10(g) -- 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 1999 Annual Meeting of
Stockholders.
10(h) -- Illinois Tool Works Inc. Outside Directors' Deferred Fee
Plan dated December 12, 1980, filed as Exhibit 10(h) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 (Commission File No. 1-4797) and
incorporated herein by reference.
10(i) -- Illinois Tool Works Inc. Phantom Stock Plan for Non-officer
Directors, filed as Exhibit 10(e) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
1996 (Commission File No. 1-4797) 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. Executive Contributory Retirement
Income Plan effective January 1, 1999.
10(l) -- Underwriting Agreement dated February 19, 1999, related to
the 5 3/4% Notes due March 1, 2009, filed as Exhibit 1 to
the Company's Current Report on Form 8-K dated February 24,
1999 and incorporated herein reference.
10(m) -- Illinois Tool Works Inc. Non-officer Directors' Fee
Conversion Plan adopted February 19, 1999.
13 -- The Company's 1998 Annual Report to Stockholders, pages
16 -- 41.
21 -- Subsidiaries and Affiliates of the Company.
22 -- Information under the captions "Election of Directors,"
"Executive Compensation" and "Ownership of ITW Stock" in the
Company's Proxy Statement for the 1999 Annual Meeting of
Stockholders.
23 -- Consent of Arthur Andersen LLP.
24 -- Powers of Attorney.
27 -- Financial Data Schedule.
99 -- Description of the capital stock of Illinois Tool Works
Inc., filed as Exhibit 99 to the Company's Quarterly Report
of Form 10-Q for the quarterly period ended March 31, 1997
(Commission File No. 1-4797) and incorporated herein by
reference.
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