1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 10-K <TABLE> <C> <S> (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, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM --------------- TO --------------- </TABLE> Commission file number 1-4797 ILLINOIS TOOL WORKS INC. (Exact Name of Registrant as Specified in its Charter) <TABLE> <S> <C> 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) </TABLE> Registrant's telephone number, including area code: (847) 724-7500 Securities registered pursuant to Section 12(b) of the Act: <TABLE> <CAPTION> TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- <S> <C> Common Stock New York Stock Exchange Chicago Stock Exchange </TABLE> 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. [ X ] The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 14, 2000, was approximately $12,400,000,000. Shares of Common Stock outstanding at March 14, 2000 -- 300,678,897. DOCUMENTS INCORPORATED BY REFERENCE 1999 Annual Report to Stockholders...............................Parts I, II, IV Proxy Statement dated March 27, 2000, for Annual Meeting of Stockholders to be held on May 12, 2000............................................Part III - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
2 PART I ITEM 1. BUSINESS GENERAL Illinois Tool Works Inc. (the "Company" or "ITW") 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 500 operations in 40 countries. The Company's business units are divided into six segments: Engineered Products-North America, Engineered Products-International, Specialty Systems-North America, Specialty Systems-International, Consumer Products, 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 food service and industrial spray coating. 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 food service and industrial spray coating. Businesses in the Consumer Products segment are located primarily in North America and manufacture household products which are used by consumers, including small electric appliances, physical fitness equipment and ceramic tile. 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. On November 23, 1999, a wholly owned subsidiary of ITW merged with Premark International, Inc. ("Premark"), a commercial manufacturer of food equipment and decorative products. Shareholders of Premark received .8081 shares of ITW common stock in exchange for each share of Premark common stock outstanding. A total of 49,781,665 of ITW common shares were issued to the former Premark shareholders in connection with the merger. The merger was accounted for under the pooling-of-interests accounting method and accordingly, ITW's historical financial statements for periods prior to the merger have been restated to include the results of operations, financial position and cash flows of Premark, as though the companies had been combined during such periods. During the five-year period ending December 31, 1999, the Company acquired and disposed of numerous other operations which did not materially impact consolidated results. CURRENT YEAR DEVELOPMENTS Refer to pages 21 through 26, Management's Discussion and Analysis, in the Company's 1999 Annual Report to Stockholders. FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS Segment and geographic data are included on pages 21 through 23 and 42 through 44 of the Company's 1999 Annual Report to Stockholders.
3 The principal markets served by the Company's five manufacturing segments are as follows: <TABLE> <CAPTION> % OF 1999 OPERATING REVENUES -------------------------------------------------------------- ENGINEERED ENGINEERED SPECIALTY SPECIALTY PRODUCTS- PRODUCTS- SYSTEMS- SYSTEMS- NORTH INTER- NORTH INTER- CONSUMER AMERICA NATIONAL AMERICA NATIONAL PRODUCTS ---------- ---------- --------- --------- -------- <S> <C> <C> <C> <C> <C> Construction................... 48% 38% 9% 5% 33% Automotive..................... 27% 34% 6% 3% --% General Industrial............. 11% 11% 19% 24% --% Consumer Durables.............. 6% 7% 3% 2% 67% Electronics.................... 3% 7% 1% 2% --% Food and Beverage.............. 2% --% 9% 9% --% Industrial Capital Goods....... 2% 1% 6% 6% --% Food Retail and Service........ --% --% 34% 32% --% Paper Products................. --% --% 5% 5% --% Other.......................... 1% 2% 8% 12% --% --- --- --- --- --- 100% 100% 100% 100% 100% === === === === === </TABLE> Operating results of the segments are described on pages 21 through 23 and 42 through 44 of the Company's 1999 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, 1999 and 1998 is summarized as follows: <TABLE> <CAPTION> BACKLOG IN THOUSANDS OF DOLLARS --------------------------------------------------------------------------------- ENGINEERED SPECIALTY PRODUCTS- ENGINEERED SYSTEMS- SPECIALTY NORTH PRODUCTS- NORTH SYSTEMS- CONSUMER AMERICA INTERNATIONAL AMERICA INTERNATIONAL PRODUCTS TOTAL ---------- ------------- --------- ------------- -------- -------- <S> <C> <C> <C> <C> <C> <C> 1999................. $257,000 $125,000 $196,000 $136,000 -- $714,000 1998................. $227,000 $124,000 $186,000 $134,000 -- $671,000 </TABLE> Backlog orders scheduled for shipment beyond calendar year 2000 were not material in any manufacturing segment as of December 31, 1999. The information set forth below is applicable to all industry 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, metal and laminate components, fasteners and assemblies; industrial fluids and adhesives; tooling for specialty applications; welding products; packaging machinery and related consumables; food service equipment; and industrial spray coating equipment. 2
4 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 31 of the Company's 1999 Annual Report to Stockholders. The Company owns approximately 2,500 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 550 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, Paktron, Paslode, Precor, Ramset, Ransburg, Red Head, Shakeproof, Signode, Teks, Tenax, West Bend, Wilsonart, 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 52,800 persons as of December 31, 1999 and considers its employee relations to be excellent. INTERNATIONAL The Company's international operations include subsidiaries, joint ventures and licensees in 39 countries on six continents. These operations serve such markets as construction, food and retail service, general industrial, automotive, and others on a worldwide basis. The Company's international subsidiaries contributed approximately 34% of operating revenues in 1999 and 33% in 1998. 3
5 Refer to pages 21 through 24 and 42 through 44 in the Company's 1999 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 26 in the Company's 1999 Annual Report to Stockholders for discussion of the effect on the Company of the year 2000 computer issue. FORWARD-LOOKING STATEMENTS Refer to page 26 of the Company's 1999 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 27, 2000: <TABLE> <CAPTION> NAME OFFICE AGE - ---- ------ --- <S> <C> <C> Thomas W. Buckman......... Vice President, Patents and Technology 62 W. James Farrell.......... Chairman and Chief Executive Officer 57 Russell M. Flaum.......... Executive Vice President 49 Thomas J. Hansen.......... Executive Vice President 51 Stewart S. Hudnut......... Senior Vice President, General Counsel and Secretary 60 John Karpan............... Senior Vice President, Human Resources 59 Jon C. Kinney............. Senior Vice President and Chief Financial Officer 57 Dennis J. Martin.......... Executive Vice President 49 Frank S. Ptak............. Vice Chairman 56 James M. Ringler.......... Vice Chairman 54 F. Ronald Seager.......... Executive Vice President 59 Harold B. Smith........... Chairman of the Executive Committee 66 David B. Speer............ Executive Vice President 48 Allan C. Sutherland....... Senior Vice President 36 Hugh J. Zentmeyer......... Executive Vice President 53 </TABLE> Except for Messrs. Hansen, Kinney, Martin, Ringler, 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 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. Mr. Ringler joined Premark International in 1990 where he served as President and Chief Operating Officer until May 1996. He served as Premark International's Chief Executive Officer and President from May 1996 to October 1997, after which he served as Chairman of the Board, Chief Executive Officer and President until Premark International's merger with the Company in November 1999. 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. 4
6 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, 1999 the Company operated the following plants and office facilities, excluding regional sales offices and warehouse facilities: <TABLE> <CAPTION> NUMBER FLOOR SPACE OF ------------------------ PROPERTIES OWNED LEASED TOTAL ---------- ----- ------ ----- (IN MILLIONS OF SQUARE FEET) <S> <C> <C> <C> <C> Engineered Products -- North America.............. 132 6.5 3.5 10.0 Engineered Products -- International.............. 88 5.4 1.2 6.6 Specialty Systems -- North America................ 119 9.5 2.5 12.0 Specialty Systems -- International................ 89 6.3 1.4 7.7 Consumer Products................................. 16 3.0 0.5 3.5 Leasing and Investments........................... 13 0.6 0.2 0.8 Corporate......................................... 5 1.3 -- 1.3 --- ---- --- ---- 462 32.6 9.3 41.9 === ==== === ==== </TABLE> The principal plants outside of the U.S. are in Australia, Brazil, Canada, Denmark, France, Germany, Italy, Korea, Mexico, Spain, 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 The Company held a Special Meeting of Stockholders on November 23, 1999. At the meeting, the following item was submitted to a vote of stockholders: The proposal to issue the Company's common stock as stated in the Proxy Statement dated October 12, 1999 pursuant to the Agreement and Plan of Merger among Premark International, Inc., Illinois Tool Works Inc. and CS Merger Sub Inc., a wholly owned subsidiary of ITW, dated as of September 9, 1999. The proposal was approved with 197,508,363 votes for, 4,329,793 votes against and 574,374 votes withheld. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS This information is incorporated by reference to page 45 of the Company's 1999 Annual Report to Stockholders. 5
7 ITEM 6. SELECTED FINANCIAL DATA <TABLE> <CAPTION> 1999 1998 1997 1996 1995 ---- ---- ---- ---- ---- (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) <S> <C> <C> <C> <C> <C> Operating revenues....................... $9,333,185 8,386,971 7,627,263 7,264,281 6,391,480 Income from continuing operations........ $ 841,112 809,747 691,589 543,922 467,362 Income from continuing operations per common share: Basic.................................. $ 2.80 2.70 2.31 1.83 1.64 Diluted................................ $ 2.76 2.66 2.27 1.80 1.62 Total assets at year-end................. $9,060,259 8,212,488 7,171,407 6,484,251 5,576,352 Long-term debt at year-end............... $1,360,746 1,208,046 966,628 934,847 737,257 Cash dividends declared per common share.................................. $ .65 .53 .45 .45 .48 </TABLE> Refer to pages 30 and 31 of the Company's 1999 Annual Report to Stockholders for discussion of the effect of the Premark Merger. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This information is incorporated by reference to pages 21 through 26 of the Company's 1999 Annual Report to Stockholders. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This information is incorporated by reference to pages 25 and 26 of the Company's 1999 Annual Report to Stockholders. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and report thereon of Arthur Andersen LLP dated January 31, 2000, as found on pages 27 through 44 and the supplementary data found on page 45 of the Company's 1999 Annual Report to Stockholders, are incorporated by reference. The report of Ernst & Young LLP dated January 24, 2000 on the financial statements of Premark International, Inc. is included as Exhibit 13(b). 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 2000 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. 6
8 ITEM 11. EXECUTIVE COMPENSATION This information is incorporated by reference to the information under the caption "Executive Compensation" and "Directors Compensation" in the Company's Proxy Statement for the 2000 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 2000 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 2000 Annual Meeting of Stockholders. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) Financial Statements The financial statements and report thereon of Arthur Andersen LLP dated January 31, 2000 as found on pages 27 through 44 and the supplementary data found on page 45 of the Company's 1999 Annual Report to Stockholders, are incorporated by reference. The report of Ernst & Young LLP dated January 24, 2000 on the financial statements of Premark International, Inc. is included as Exhibit 13(b). (2) Exhibits (i) See the Exhibit Index on page 10 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, 1999, with the exception of the agreements related to the 5 7/8%, 5 3/4%, 6 7/8% and 10 1/2% 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 The following reports on Form 8-K have been filed during the three months ended December 31, 1999. (1) Form 8-K, Current Report, dated November 11, 1999 which included Item 5; Item 7; Letter of Understanding between James M. Ringler and Illinois Tool Works Inc.; Executive Noncompetition Agreement between James M. Ringler and Illinois Tool Works Inc.; Letter of Understanding between William Reeb and Illinois Tool Works Inc.; and Executive Noncompetition Agreement between William Reeb and Illinois Tool Works Inc. (2) Form 8-K, Current Report, dated November 23, 1999, which included Item 2, Item 7, and Agreement and Plan of Merger among Premark International, Inc., Illinois Tool Works Inc. and CS Merger Sub Inc. 7
9 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, 2000. ILLINOIS TOOL WORKS INC. By /s/ W. JAMES FARRELL ------------------------------------ W. James Farrell 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, 2000. <TABLE> <CAPTION> SIGNATURES TITLE ---------- ----- <S> <C> /s/ W. JAMES FARRELL Director, Chairman and Chief Executive - -------------------------------------------------- Officer, W. James Farrell (Principal Executive Officer) /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 ROBERT C. MCCORMACK Director PHILLIP B. ROONEY Director HAROLD B. SMITH Director ORMAND J. WADE Director </TABLE> 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). 8
10 EXHIBIT INDEX ANNUAL REPORT ON FORM 10-K 1999 <TABLE> <CAPTION> EXHIBIT NUMBER DESCRIPTION - ------- ----------- <S> <C> <C> 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, filed as Exhibit 3(b) to Illinois Tool Works' Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (Commission File No. 1-4797), and incorporated herein by reference. 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. 4(e) -- Form of Indenture (Revised) in connection with Premark International, Inc.'s Form S-3 Registration Statement No. 33-35137 and Form S-3 Registration Statement No. 333-62105 (Exhibit 4.2 to the Premark International, Inc.'s Annual Report on Form 10-K for the year ended December 28, 1996.) 10(a) -- Illinois Tool Works Inc. 1996 Stock Incentive Plan dated February 16, 1996, as amended on December 12, 1997 and October 29, 1999, filed as Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999 (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. </TABLE> 9
11 <TABLE> <CAPTION> EXHIBIT NUMBER DESCRIPTION - ------- ----------- <S> <C> <C> 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. 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 2000 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, filed as Exhibit 10(k) to the company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (Commission File No. 1-4797) and incorporated herein by reference. 10(l) -- Agreement and Plan of Merger dated as of September 9, 1999 among Premark International, Inc., Illinois Tool Works Inc. and CS Merger Sub Inc., filed as Annex A to the Company's Registration Statement on Form S-4 (Registration Statement No. 333-88801) filed with the Securities and Exchange Commission on October 12, 1999 and incorporated herein by reference. 10(m) -- Stock Option Agreement dated as of September 9, 1999 between Premark International, Inc. and Illinois Tool Works Inc., filed as Exhibit 99.1 to Premark's Current Report on Form 8-K dated September 13, 1999 (File No. 1-9256), and incorporated herein by reference. 10(n) -- 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(o) -- Illinois Tool Works Inc. Non-officer Directors' Fee Conversion Plan adopted February 19, 1999, filed as Exhibit 10(m) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (Commission File No. 1-4797) and incorporated herein by reference. 10(p) -- Premark International, Inc. 1994 Incentive Plan, as amended and restated effective May 5, 1999, filed as Exhibit 10.14 to the Company's Registration Statement on Form S-4 (Registration Statement No. 333-88801) filed with the Securities and Exchange Commission on October 12, 1999 and incorporated herein by reference. 10(q) -- Premark International, Inc. Supplemental Plan, as amended and restated effective January 1, 1999, filed as Exhibit 10.15 to the Company's Registration Statement on Form S-4 (Registration Statement No. 333-88801) filed with the Securities and Exchange Commission on October 12, 1999 and incorporated herein by reference. 10(r) -- Letter of Understanding dated November 11, 1999, by and between James M. Ringler and Illinois Tool Works Inc. filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 11, 1999 (Commission File No. 1-4797) and incorporated herein by reference. </TABLE> 10
12 <TABLE> <CAPTION> EXHIBIT NUMBER DESCRIPTION - ------- ----------- <S> <C> <C> 10(s) -- Executive Noncompetition Agreement dated November 11, 1999, by and between James M. Ringler and Illinois Tool Works Inc. filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated November 11, 1999 (Commission File No. 1-4797) and incorporated herein by reference. 13(a) -- The Company's 1999 Annual Report to Stockholders, pages 21 -- 45. 13(b) -- Report of Ernst & Young LLP. 21 -- Subsidiaries and Affiliates of the Company. 23(a) -- Consent of Arthur Andersen LLP. 23(b) -- Consent of Ernst & Young 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. </TABLE> 11