e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-K
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2006
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or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
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to
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Commission file number 1-4797
ILLINOIS TOOL WORKS
INC.
(Exact Name of Registrant as
Specified in its Charter)
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Delaware
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36-1258310
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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3600 W. Lake Avenue, Glenview,
Illinois
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60026-1215
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(Address of Principal Executive
Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(847) 724-7500
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock
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New York Stock Exchange
Chicago Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act.
Yes X No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act.
Yes No X
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 registrants 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. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer X
Accelerated
filer
Non-accelerated
filer
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange Act).
Yes No X
The aggregate market value of the voting stock held by
non-affiliates of the registrant as of June 30, 2006 was
approximately $19,700,000, based on the New York Stock Exchange
closing sales price as of June 30, 2006.
Shares of Common Stock outstanding at January 31,
2007 558,822,857.
Documents Incorporated by Reference
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2006 Annual Report to Stockholders
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Parts I, II, IV
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2007 Proxy Statement for Annual
Meeting of Stockholders to be held on May 4, 2007
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Part III
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TABLE OF CONTENTS
PART I
General
Illinois Tool Works Inc. (the Company or
ITW) was founded in 1912 and incorporated in 1915.
The Company is a worldwide manufacturer of highly engineered
products and specialty systems. The Company has approximately
750 operations in 49 countries which are aggregated and
organized for internal reporting purposes in 2006 into the
following four segments:
Engineered Products North America: Businesses
in this segment are located in North America and manufacture a
variety of short lead-time plastic and metal components and
fasteners, as well as specialty products for a diverse customer
base. These commercially oriented, value-added products become
part of the customers products and typically are
manufactured and delivered in a time period of less than
30 days.
In the plastic and metal components and fasteners category,
products include:
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metal fasteners and fastening tools for the commercial,
residential and renovation construction industries;
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metal plate connecting components, machines and software for the
commercial and residential construction industries;
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laminate products for the commercial, residential and renovation
construction industries and furniture markets;
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metal fasteners for automotive, appliance and general industrial
applications;
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metal components for automotive, appliance and general
industrial applications;
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plastic components for automotive, appliance, furniture,
electronics and general industrial applications; and
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plastic fasteners for automotive, appliance, electronics and
general industrial applications.
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In the specialty products category, products include:
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reclosable packaging for consumer food and storage applications;
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hand wipes and cleaners for use in industrial manufacturing
locations;
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chemical fluids which clean or add lubrication to machines and
automobiles;
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adhesives for industrial, construction and consumer purposes;
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epoxy and resin-based coating products for industrial
applications;
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components for industrial machines;
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automotive aftermarket maintenance and appearance
products; and
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swabs, wipes and mats for clean room usage in the electronics
and pharmaceutical industries.
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Engineered Products International: Businesses
in this segment are located outside North America and
manufacture a variety of short lead-time plastic and metal
components and fasteners, as well as specialty products for a
diverse customer base. These commercially oriented, value-added
products become part of the customers products and
typically are manufactured and delivered in a time period of
less than 30 days.
In the plastic and metal components and fastener category,
products include:
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metal fasteners and fastening tools for the commercial,
residential and renovation construction industries;
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laminate products for the commercial, residential and renovation
construction industries and furniture markets;
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metal plate connecting components and software for the
commercial and residential construction markets;
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metal fasteners for automotive, appliance and general industrial
applications;
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metal components for automotive, appliance and general
industrial applications;
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plastic components for automotive, appliance, electronics and
general industrial applications; and
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plastic fasteners for automotive, appliance, electronics and
general industrial applications.
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In the specialty products category, products include:
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reclosable packaging for consumer food applications;
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electronic component packaging trays used for the storage,
shipment and manufacturing insertion of electronic components
and microchips;
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adhesives for industrial, construction and consumer purposes;
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chemical fluids which clean or add lubrication to machines and
automobiles;
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epoxy and resin-based coating products for industrial
applications;
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automotive aftermarket maintenance and appearance products; and
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swabs, wipes and mats for clean room usage in the electronics
and pharmaceutical industries.
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Specialty Systems North America: Businesses
in this segment are located in North America and design and
manufacture longer lead-time machinery and related consumables,
as well as specialty equipment and systems for a diverse
customer base. These commercially oriented, value-added products
become part of the customers processes and typically are
manufactured and delivered in a time period of more than
30 days.
In the machinery and related consumables category, products
include:
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industrial packaging equipment and plastic and steel strapping
for the bundling and shipment of a variety of products for
customers in numerous end markets;
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welding equipment, metal consumables and related accessories for
a variety of end market users;
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equipment and plastic consumables that multi-pack cans and
bottles for the food and beverage industry;
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plastic stretch film and related packaging equipment for various
industrial purposes;
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paper and plastic products used to protect shipments of goods in
transit;
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marking tools and inks for various end users;
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foil and film and related equipment used to decorate a variety
of consumer products; and
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solder materials, services and equipment for the electronic and
microelectronic assembly industry.
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In the specialty equipment and systems category, products
include:
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commercial food equipment such as dishwashers, refrigerators,
cooking equipment and food machines for use by restaurants,
institutions and supermarkets and related service;
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paint spray equipment for a variety of general industrial
applications;
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materials and structural testing machinery and software;
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static control equipment for electronics and industrial
applications;
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airport ground power generators for commercial and military
applications; and
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supply chain management software for the industrial, aerospace
and health care markets.
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Specialty Systems International: Businesses
in this segment are located outside North America and design and
manufacture longer lead-time machinery and related consumables,
as well as specialty equipment for a diverse customer base.
These commercially oriented, value-added products become part of
the customers processes and typically are manufactured and
delivered in a time period of more than 30 days.
In the machinery and related consumables category, products
include:
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industrial packaging equipment and plastic and steel strapping
for the bundling and shipment of a variety of products for
customers in numerous end markets;
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welding equipment and metal consumables for a variety of end
market users;
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equipment and plastic consumables that multi-pack cans and
bottles for the food and beverage industry;
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plastic stretch film and related packaging equipment for various
industrial purposes;
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paper and plastic products used to protect shipments of goods in
transit;
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foil and film and related equipment used to decorate a variety
of consumer products; and
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solder materials, services and equipment for the electronic and
microelectronic assembly industry.
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In the specialty equipment category, products include:
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commercial food equipment such as dishwashers, refrigerators and
cooking equipment for use by restaurants, institutions and
supermarkets and related service;
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materials and structural testing machinery and software;
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paint spray equipment for a variety of general industrial
applications;
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static control equipment for electronics and industrial
applications; and
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airport ground power generators for commercial applications.
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Segment
Reporting Change
In 2006, the Company announced that given the run-off of assets
in the Leasing and Investments portfolio and the general
intention to utilize free cash flow for core manufacturing
investments and acquisitions rather than to make additional
financial investments, the internal reporting has been revised
to eliminate the reporting of Leasing and Investments as an
operating segment. Leasing and Investments results have been
reclassified to nonoperating investment income in the prior
years income statement to conform to the current year
presentation.
80/20
Business Process
A key element of the Companys business strategy is its
continuous 80/20 business process for both existing businesses
and new acquisitions. The basic concept of this 80/20 business
process is to focus on what is most important (the 20% of the
items which account for 80% of the value) and to spend less time
and resources on the less important (the 80% of the items which
account for 20% of the value). The Companys operations use
this 80/20 business process to simplify and focus on the key
parts of their business, and as a result, reduce complexity that
often disguises what is truly important. The Companys 750
operations utilize the 80/20 process in various aspects of their
business. Common applications of the 80/20 business process
include:
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Simplifying product lines by reducing the number of products
offered by combining the features of similar products,
outsourcing products or, as a last resort, eliminating low-value
products.
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Segmenting the customer base by focusing on the 80/20 customers
separately and finding alternative ways to serve the 20/80
customers.
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Simplifying the supplier base by partnering with 80/20 suppliers
and reducing the number of 20/80 suppliers.
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Designing business processes, systems and measurements around
the 80/20 activities.
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The result of the application of this 80/20 business process is
that the Company has consistently improved its operating and
financial performance. These 80/20 efforts can result in
restructuring projects that reduce costs and improve margins.
Corporate management works closely with those business units
that have operating results below expectations to help those
units apply this 80/20 business process and improve their
results.
Discontinued
Operations
Discontinued Operations represents the Companys former
Consumer Products segment which was comprised of the following
businesses: Precor specialty exercise equipment, West Bend small
appliances and premium cookware, and Florida Tile ceramic tile.
The Companys net loss on disposal of the segment was
$0.9 million in 2004 and $16.5 million in 2003. In
2002, the Company recorded an estimated after-tax gain on
disposal of the segment of $2.4 million, which was deferred
pending the completion of the sale of Florida Tile in 2003.
Current
Year Developments
Refer to pages 32 through 47, Managements Discussion
and Analysis, in the Companys 2006 Annual Report to
Stockholders.
Financial
Information about Segments and Markets
Segment and geographic data and operating results of the
segments are included on pages 33 through 39 and 72 through
74 of the Companys 2006 Annual Report to Stockholders.
The principal end markets served by the Companys four
segments are as follows:
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% of 2006 Operating Revenues by Segment
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Engineered
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Specialty
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Products-
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Engineered
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Systems-
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Specialty
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North
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Products-
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North
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Systems-
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End Markets Served
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America
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International
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America
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International
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Commercial Construction
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18
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%
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16
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%
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4
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5
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Residential Construction
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15
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13
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3
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Renovation Construction
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12
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11
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1
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General Industrial
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6
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10
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24
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26
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Automotive
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20
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25
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3
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4
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Automotive Aftermarket
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8
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4
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1
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1
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Food Institutional and Service
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23
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16
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Consumer Durables
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9
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11
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7
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5
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Food and Beverage
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4
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2
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9
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14
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Maintenance, Repair &
Operations/Metals
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3
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3
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9
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11
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All Other
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5
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5
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16
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18
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100
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%
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100
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%
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100
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%
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100
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%
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The Companys businesses primarily distribute their
products directly to industrial manufacturers and through
independent distributors.
5
Backlog
Backlog generally is not considered a significant factor in the
Companys businesses as relatively short delivery periods
and rapid inventory turnover are characteristic of most of its
products. Backlog by segment as of December 31, 2006 and
2005 is summarized as follows:
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Backlog in Thousands of Dollars
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Engineered
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Specialty
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Products-
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Engineered
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Systems-
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Specialty
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North
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Products-
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North
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Systems-
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America
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International
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America
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International
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Total
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2006
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$
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321,000
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$
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315,000
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$
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315,000
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$
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352,000
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$
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1,303,000
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2005
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$
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294,000
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$
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282,000
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$
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275,000
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$
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269,000
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$
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1,120,000
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Backlog orders scheduled for shipment beyond calendar year 2007
were not material as of December 31, 2006.
The information set forth below is applicable to all industry
segments of the Company unless otherwise noted:
Competition
The Companys global competitive environment is complex
because of the wide diversity of products the Company
manufactures and the many markets it serves. Depending on the
product or market, the Company may compete with a limited number
of companies or with many others. The Company is a leading
producer of plastic and metal components and fasteners; laminate
products; polymers and fluid products; automotive aftermarket
maintenance and appearance products; welding products; packaging
machinery and related consumables; food service equipment;
materials testing equipment; consumer packaging and industrial
finishing equipment.
Raw
Materials
The Company uses raw materials of various types, primarily
metals, plastics, paper and chemicals, that are available from
numerous commercial sources. The availability of materials and
energy has not resulted in any significant business
interruptions or other major problems, nor are any such problems
anticipated.
Research
and Development
The Companys 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 54 of the
Companys 2006 Annual Report to Stockholders.
The Company owns approximately 3,400 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
1,500 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. The expiration of any one of the Companys
patents would not have a material effect on the Companys
results of operations or financial position.
6
Trademarks
Many of the Companys products are sold under various owned
or licensed trademarks, which are important to the Company.
Among the most significant are: ITW, Acme, Alpine, Angleboard,
Apex, Ark-Les, Bernard, Betaprint, Binks, Buehler, Buildex,
Chemtronics, Click Commerce, Covid, Deltar, Devcon, DeVilbiss,
Dymon, Dynatec, Electrocal, Evercoat,
E-Z Ancor,
Fastex, Foilmark, Foster, Franklynn, Futura Coatings, Gema,
Hi-Cone, Hobart, Instron, Intellibuild, Keps, Kester, Krafft,
LPS, Magna, Magnaflux, Meyercord, Miller, Mima, Minigrip, Nexus,
Orbitalum, Orgapack, Paktron, Paslode, Permatex, Plexus,
Polymark, Pro/Mark, Pryda, QMI, Ramset, Ransburg, Red Head,
Resopal, Rippey, Rockwell, Rocol, Shakeproof, Shore, Signode,
Simco, Space Bag, Spiroid, Spit, Stero, Strapex, Tapcon, Teks,
Tempil, Tenax, Texwipe, Traulsen, Truswal Systems, Unipac,
Valeron, Versachem, Vulcan, WERCS, Wilsonart, Wynns and
Zip-Pak.
Environmental
The Company believes that its plants and equipment are in
substantial compliance with all applicable environmental
regulations. Additional measures to maintain compliance are not
expected to materially affect the Companys 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 Companys revenues or earnings. The Company
has made considerable efforts to develop and sell
environmentally compatible products.
Employees
The Company employed approximately 55,000 persons as of
December 31, 2006 and considers its employee relations to
be excellent.
International
The Companys international operations include
subsidiaries, joint ventures and licensees in 48 foreign
countries on six continents. These operations serve such end
markets as construction, general industrial, automotive, food
institutional and service, food and beverage, consumer durables
and others on a worldwide basis. The Companys
international operations contributed approximately 45% of
revenues in 2006 and 44% of revenues in 2005.
Refer to pages 32 through 47 and 72 through 74 in the
Companys 2006 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.
Forward-looking
Statements
This annual report on
Form 10-K
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including,
without limitation, statements regarding availability of raw
materials and energy, the expiration of any one of the
Companys patents, the cost of compliance with
environmental regulations, the Companys 2007 forecasts and
assumptions, the adequacy of internally generated funds, future
cash flows and income from equipment leases, the meeting of
dividend payout objectives, payments under guarantees, the
Companys portion of future benefit payments related to
pension and postretirement benefits, the availability of
additional financing and the outcome of outstanding legal
proceedings and the impact of adopting
FSP 13-2
and FIN 48. These statements are subject to certain risks,
uncertainties, and other factors, which could cause actual
results to differ materially from those anticipated. Important
risks that may influence future results include (1) a
downturn in the construction, general industrial, automotive or
food institutional and service markets, (2) deterioration
in international and domestic business and economic conditions,
particularly
7
in North America, Europe, Asia or Australia, (3) the
unfavorable impact of foreign currency fluctuations and costs of
raw materials, (4) an interruption in, or reduction in,
introducing new products into the Companys product lines,
(5) an unfavorable environment for making acquisitions,
domestic and international, including adverse accounting or
regulatory requirements and market values of candidates, and
(6) unfavorable tax law changes and tax authority rulings.
The risks covered here are not all inclusive and given these and
other possible risks and uncertainties, investors should not
place undue reliance on forward-looking statements as a
prediction of actual results.
ITW practices fair disclosure for all interested parties.
Investors should be aware that while ITW regularly communicates
with securities analysts and other investment professionals, it
is against ITWs policy to disclose to them any material
non-public information or other confidential commercial
information. Shareholders should not assume that ITW agrees with
any statement or report issued by any analyst irrespective of
the content of the statement or report.
Executive
Officers
Executive Officers of the Company as of February 23, 2007
were as follows:
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Name
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Office
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Age
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Sharon M. Brady
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Senior Vice President, Human
Resources
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56
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Robert E. Brunner
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Executive Vice President
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49
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Russell M. Flaum
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Executive Vice President
|
|
|
56
|
|
Philip M. Gresh, Jr.
|
|
Executive Vice President
|
|
|
58
|
|
Thomas J. Hansen
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|
Vice Chairman
|
|
|
57
|
|
Craig A. Hindman
|
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Executive Vice President
|
|
|
52
|
|
Ronald D. Kropp
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Senior Vice President and Chief
Financial Officer
|
|
|
41
|
|
Roland M. Martel
|
|
Executive Vice President
|
|
|
52
|
|
David C. Parry
|
|
Executive Vice President
|
|
|
53
|
|
E. Scott Santi
|
|
Executive Vice President
|
|
|
45
|
|
David B. Speer
|
|
Chairman and Chief Executive
Officer
|
|
|
55
|
|
Allan C. Sutherland
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|
Senior Vice President, Leasing and
Investments
|
|
|
43
|
|
James H. Wooten, Jr.
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|
Senior Vice President, General
Counsel and Corporate Secretary
|
|
|
58
|
|
Hugh J. Zentmyer
|
|
Executive Vice President
|
|
|
60
|
|
The executive officers of the Company serve at the pleasure of
the Board of Directors. Except for Ms. Brady and
Messrs. Brunner, Hindman, Kropp, Martel, Parry, Santi, and
Wooten, each of the foregoing officers has been employed by the
Company in various elected executive capacities for more than
five years. Ms. Brady was elected Senior Vice President of
Human Resources in 2006. Prior to joining the Company in 2006,
she was Vice President and Chief Human Resource Officer of
Snap-On Inc. Mr. Brunner was elected Executive Vice
President in 2006. He joined the Company in 1980 and has held
various management positions with the automotive fasteners
businesses. Mr. Hindman was elected Executive Vice
President in 2004. He joined the Company in 1976 and has held
various sales, marketing and general management positions with
the construction products businesses. Mr. Kropp was elected
Senior Vice President and Chief Financial Officer in 2006. He
joined the Company in 1993. He has held various financial
management positions and was appointed as Vice President and
Controller, Financial Reporting in 2002 and was designated
Principal Accounting Officer in 2005. Mr. Martel was
elected Executive Vice President in 2006. He joined the Company
in 1994 and has held various management positions in the
automotive and metal components businesses. Mr. Parry was
elected Executive Vice President in 2006. He joined the Company
in 1994 and has held various management positions in the
performance polymers businesses. Mr. Santi was elected
Executive Vice President in 2004. He joined the Company in 1983
and has held various sales, marketing and general management
positions with the construction products, machined components
and welding businesses during his 24 years with the
Company. Mr. Wooten was elected Senior Vice President,
General Counsel and Corporate Secretary in 2006. He joined the
Company in 1988 and has held positions of increasing
responsibility in the legal department over the last
18 years.
8
Internet
Information
After the Company electronically files materials with, or
furnishes it to, the Securities and Exchange Commission, it is
available free of charge through the Companys website
(www.itw.com). Copies of the following information are also
available free of charge through the Companys website
(www.itw.com) and are available in print to any shareholder who
requests it:
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|
|
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The Companys Annual Report on
Form 10-K,
Quarterly Reports on
Form 10-Q
and Current Reports on
Form 8-K;
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Statement of Principles of Conduct;
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Code of Ethics for CEO and key financial and accounting
personnel;
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Charters of the Audit, Corporate Governance and Nominating and
Compensation Committees of the Board of Directors;
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Corporate Governance Guidelines; and
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|
|
|
Board amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934.
|
The Companys business, financial condition, results of
operations and cash flows are subject to various risks,
including, but not limited to those set forth below, which could
cause actual results to vary materially from recent results or
from anticipated future results. These risk factors should be
considered together with information included elsewhere in this
Annual Report on
Form 10-K.
In addition, the Company is subject to substantially the same
risk factors as other
U.S.-based
global industrial manufacturers, although the Company believes
that its decentralized structure and the broad array of end
markets that its businesses serve mitigates the possibility that
any single risk factor will materially adversely effect the
Companys consolidated financial position.
A
downturn in the major markets served by the Company may
adversely affect results.
While the Companys businesses serve a broad array of end
markets, a sustained downturn in the construction, general
industrial, automotive or food institutional and service markets
could have a material adverse effect on the Companys
business, results of operation or financial condition.
Deterioration
in international and domestic business and economic conditions
may have a material adverse affect on the Companys result
of operations.
The Company currently has approximately 750 business units in 49
countries. In 2006, approximately 45% of the Companys
revenues were generated outside of the United States. As the
Company continues to expand its global footprint these sales
will represent an ever increasing portion of the Companys
revenues. Deterioration in either international or domestic
business and economic conditions could occur as a result of a
number of factors including:
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fluctuation in currency exchange rates;
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limitations on ownership and on repatriation of earnings;
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transportation delays and interruptions;
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|
political, social and economic instability and disruptions;
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|
government embargoes or foreign trade restrictions;
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|
the imposition of duties and tariffs and other trade barriers;
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|
import and export controls;
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9
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labor unrest and current and changing regulatory environments;
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the potential for nationalization of enterprises;
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difficulties in staffing and managing multi-national operations;
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limitations on its ability to enforce legal rights and
remedies; and
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potentially adverse tax consequences.
|
If the Company is unable to manage successfully the risks
associated with expanding its international business or
adequately manage operational fluctuations internationally, the
risks could have a material adverse effect on the Companys
business, results of operations or financial condition.
Unfavorable
impact of increases in raw materials which could adversely
affect results.
The Companys supply of raw materials for its businesses
could be interrupted for a variety of reasons, including
availability and pricing. Prices for raw materials necessary for
production have fluctuated significantly in the past and
significant increases could adversely affect the Companys
results of operations and profit margins. While the Company
generally attempts to pass along increased raw material prices
to its customers in the form of price increases, there may be a
time delay between the increased raw material prices and the
Companys ability to increase the prices of its products,
or it may be unable to increase the prices of its products due
to pricing pressure or other factors.
The Companys suppliers of component parts may
significantly and quickly increase their prices in response to
increases in costs of raw materials that they use to manufacture
their component parts. In those circumstances, the Company may
not be able to increase its prices commensurately with its
increased costs. Consequently, its results of operations and
financial condition may be materially adversely affected.
The
Companys future growth is in part, dependent upon
introducing new products and preserving its intellectual
property.
The Companys ability to develop new products based on
innovation can affect its competitive position and often
requires the investment of significant resources. Difficulties
or delays in research, development or production of new products
and services or failure to gain market acceptance of new
products and technologies may significantly reduce future
revenues and materially adversely affect the Companys
competitive position.
Protecting the Companys intellectual property is critical
to its innovation efforts. The Company owns a number of patents,
trademarks and licenses related to its products and has
exclusive and non-exclusive rights under patents owned by
others. The Companys intellectual property may be
challenged or infringed upon by third parties or the Company may
be unable to maintain, renew or enter into new license
agreements with third party owners of intellectual property on
reasonable terms. Unauthorized use of the Companys
intellectual property rights or inability to preserve existing
intellectual property rights could materially adversely impact
the Companys competitive position and results of
operations.
An
unfavorable environment for making acquisitions may adversely
affect the Companys future growth.
The Company completed 53 acquisitions in 2006 resulting in
approximately $1.7 billion of acquired annualized revenue.
The Company expects to continue its strategy of identifying and
acquiring businesses with complementary products and services as
well as larger acquisitions that represent potential new
platforms. However, there can be no assurance that the Company
will be able to continue to find suitable businesses to purchase
or that it will be able to acquire such businesses on acceptable
terms. If the Company is unsuccessful in its efforts, its
ability to continue to grow the Company could be adversely
affected.
Unfavorable
tax law changes and tax authority rulings may adversely affect
results.
The Company is subject to income taxes in the United States and
in various foreign jurisdictions. Domestic and international tax
liabilities are subject to the allocation of income among
various tax jurisdictions. The
10
Companys effective tax rate could be adversely affected by
changes in the mix among earnings in countries with differing
statutory tax rates, changes in the valuation allowance of
deferred tax assets or tax laws. The amount of income taxes paid
is subject to ongoing audits by U.S. federal, state and
local tax authorities and by
non-U.S. authorities.
If these audits result in assessments different from amounts
reserved, future financial results may include unfavorable
adjustments to the Companys tax liabilities.
Potential
adverse outcome in legal proceedings may adversely affect
results.
The Companys businesses expose it to potential toxic tort
and other types of product liability claims that are inherent in
the design, manufacture and sale of its products and the
products of third-party vendors that it uses or resells. The
Company currently maintains what it believes to be suitable and
adequate insurance program consisting of a self-insured
retention and excess insurance above that layer. There can be no
assurance, however, that the Company will be able to obtain
insurance on acceptable terms or that its insurance program will
provide adequate protection against potential liabilities. Even
if it maintains an adequate insurance program, successful claims
could have a material adverse effect on the Companys
financial condition, liquidity and results of operations and on
the ability to obtain suitable or adequate insurance in the
future.
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ITEM 1B.
|
Unresolved
Staff Comments
|
Not applicable.
As of December 31, 2006, the Company operated the following
plants and office facilities, excluding regional sales offices
and warehouse facilities:
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Number
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|
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Of
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|
|
Floor Space
|
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|
|
Properties
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|
Owned
|
|
|
Leased
|
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Total
|
|
|
|
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|
|
(In millions of square feet)
|
|
|
Engineered Products
North America
|
|
|
161
|
|
|
|
8.5
|
|
|
|
3.5
|
|
|
|
12.0
|
|
Engineered Products
International
|
|
|
148
|
|
|
|
6.0
|
|
|
|
2.5
|
|
|
|
8.5
|
|
Specialty Systems
North America
|
|
|
167
|
|
|
|
9.5
|
|
|
|
3.8
|
|
|
|
13.3
|
|
Specialty Systems
International
|
|
|
147
|
|
|
|
7.2
|
|
|
|
4.4
|
|
|
|
11.6
|
|
Corporate
|
|
|
30
|
|
|
|
2.5
|
|
|
|
0.2
|
|
|
|
2.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
653
|
|
|
|
33.7
|
|
|
|
14.4
|
|
|
|
48.1
|
|
|
|
|
|
|
|
|
|
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The principal plants outside of the U.S. are in Australia,
Belgium, Brazil, Canada, China, Czech Republic, Denmark, France,
Germany, Ireland, Italy, Netherlands, Spain, Switzerland and the
United Kingdom.
The Companys 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.
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ITEM 3.
|
Legal
Proceedings
|
Wilsonart International, Inc. (Wilsonart), a
wholly-owned subsidiary of the Company, was a defendant in a
consolidated class action lawsuit filed in 2000 in federal
district court in White Plains, New York on behalf of direct
purchasers of high-pressure laminate. The complaint alleged that
Wilsonart participated in a conspiracy with competitors to fix,
raise, maintain or stabilize prices for high pressure laminate
between 1994 and 2000 and sought injunctive relief and treble
damages. On May 24, 2006, after a two month trial, a
federal jury unanimously rendered a verdict in favor of
Wilsonart. Judgment was entered on the verdict, and that
judgment is now final. Indirect purchasers of high-pressure
laminate had filed similar purported class action cases under
various state
11
antitrust and consumer protection laws in 13 states and the
District of Columbia, all of which cases have been voluntarily
dismissed by the plaintiffs.
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ITEM 4.
|
Submission
of Matters to a Vote of Security Holders
|
Not applicable.
PART II
|
|
ITEM 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
Market information, holders of record and dividend data is
incorporated by reference to page 75 of the Companys
2006 Annual Report to Stockholders.
On August 4, 2006, the Companys Board of Directors
authorized a stock repurchase program, which provides for the
buyback of up to 35,000,000 shares of common stock.
Share repurchase activity under this program for the fourth
quarter was as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Total Number of
|
|
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Maximum Number
|
|
|
|
|
|
|
|
|
|
Shares Purchased as
|
|
|
that may yet be
|
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|
Total Number of
|
|
|
Average Price Paid
|
|
|
part of Publicly
|
|
|
Purchased Under
|
|
Period
|
|
Shares Purchased(1)
|
|
|
Per Share
|
|
|
Announced Program
|
|
|
Program
|
|
|
October 2006
|
|
|
3,150,802
|
|
|
$
|
47.22
|
|
|
|
3,150,802
|
|
|
|
30,766,198
|
|
December 2006
|
|
|
5,511,667
|
|
|
|
45.92
|
|
|
|
5,446,929
|
|
|
|
25,319,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
8,662,469
|
|
|
|
46.39
|
|
|
|
8,597,731
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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(1) |
In addition to purchases under the stock repurchase program,
this column includes 64,738 shares delivered to the Company
to satisfy tax withholding obligations in connection with the
vesting of restricted stock.
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ITEM 6.
|
Selected
Financial Data
|
|
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|
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|
|
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|
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|
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|
|
In thousands (except per share amounts)
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
Operating revenues
|
|
$
|
14,055,049
|
|
|
|
12,790,294
|
|
|
|
11,583,250
|
|
|
|
9,883,096
|
|
|
|
9,286,595
|
|
Income from continuing operations
|
|
$
|
1,717,746
|
|
|
|
1,494,869
|
|
|
|
1,339,605
|
|
|
|
1,040,214
|
|
|
|
931,810
|
|
Income from continuing operations
per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
3.04
|
|
|
|
2.62
|
|
|
|
2.22
|
|
|
|
1.69
|
|
|
|
1.52
|
|
Diluted
|
|
$
|
3.01
|
|
|
|
2.60
|
|
|
|
2.20
|
|
|
|
1.69
|
|
|
|
1.51
|
|
Total assets at year-end
|
|
$
|
13,880,439
|
|
|
|
11,445,643
|
|
|
|
11,351,934
|
|
|
|
11,193,321
|
|
|
|
10,623,101
|
|
Long-term debt at year-end
|
|
$
|
955,610
|
|
|
|
958,321
|
|
|
|
921,098
|
|
|
|
920,360
|
|
|
|
1,460,381
|
|
Cash dividends declared per common
share
|
|
$
|
.75
|
|
|
|
.61
|
|
|
|
.52
|
|
|
|
.47
|
|
|
|
.45
|
|
Certain reclassifications of prior years data have been
made to conform with current year reporting.
In September 2006, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards No. 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans an
amendment of FASB Statements No. 87, 88, 106 and 132(R),
(SFAS 158). On December 31, 2006, the
Company adopted the recognition and disclosure provisions of
SFAS 158. This statement requires employers to recognize
the overfunded or underfunded status of defined benefit pension
and postretirement plans as an asset or liability in its
statement of financial position and previously unrecognized
changes in that funded status through accumulated other
comprehensive income. Refer to pages 62 through 66 of
the Companys 2006 Annual Report to Stockholders for
discussion of the effect of the change in accounting principle.
12
Effective January 1, 2005, the Company adopted Statement of
Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment (SFAS 123R), which requires
the Company to measure the cost of employee services received in
exchange for equity awards based on the grant date fair value.
Refer to pages 70 through 72 of the Companys
2006 Annual Report to Stockholders for discussion of the effect
of the change in accounting principle.
In 2003, the Company adopted FASB Interpretation No. 46,
(revised December 2003), Consolidation of Variable Interest
Entities (FIN 46R) relative to its investments
in the mortgage entities. FIN 46R requires consolidation of
variable interest entities in which a company has a controlling
financial interest, even if it does not have a majority voting
interest. A company is deemed to have a controlling financial
interest in a variable interest entity if it has either the
majority of the risk of loss or the majority of the residual
returns. Upon its adoption of FIN 46R for the mortgage
investments as of July 1, 2003, the Company deconsolidated
its investments in the mortgage entities as the Company neither
bears the majority of the risk of loss nor enjoys the majority
of any residual returns. No gain or loss was recognized in
connection with this change in accounting.
Effective January 1, 2002, the Company adopted Statement of
Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets, (SFAS 142). Under
SFAS 142, the Company does not amortize goodwill and
intangible assets that have indefinite lives. SFAS 142 also
requires that the Company assess goodwill and intangible assets
with indefinite lives for impairment at least annually, based on
the fair value of the related reporting unit or intangible asset.
|
|
ITEM 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
This information is incorporated by reference from pages 32
through 47 of the Companys 2006 Annual Report to
Stockholders.
|
|
ITEM 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
This information is incorporated by reference from pages 45
and 46 of the Companys 2006 Annual Report to Stockholders.
|
|
ITEM 8.
|
Financial
Statements and Supplementary Data
|
The Companys financial statements and report thereon of
Deloitte & Touche LLP dated February 23, 2007, as
found on pages 49 through 74 and the supplementary data as
found on page 75 of the Companys 2006 Annual Report
to Stockholders, are incorporated by reference. The unaudited
interim financial statements included as supplementary data
reflect all adjustments that are, in the opinion of management,
necessary to a fair statement of the results for the interim
periods presented.
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|
ITEM 9.
|
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure
|
Not applicable.
|
|
ITEM 9A.
|
Controls
and Procedures
|
Controls
and Procedures
The Companys management, with the participation of the
Companys Chairman and Chief Executive Officer and Senior
Vice President and Chief Financial Officer, has evaluated the
effectiveness of the Companys disclosure controls and
procedures (as defined in Exchange Act
Rule 13a-15(e))
as of December 31, 2006. Based on such evaluation, the
Companys Chairman and Chief Executive Officer and Senior
Vice President and Chief Financial Officer have concluded that,
as of December 31, 2006, the Companys disclosure
controls and procedures were effective in timely alerting the
Companys management to all information required to be
included in this
Form 10-K
and other Exchange Act filings.
13
Managements
Report on Internal Control over Financial Reporting
The Management Report on Internal Control Over Financial
Reporting, as found on page 48 of the Companys 2006
Annual Report to Stockholders, is incorporated by reference.
The Companys Report of Independent Registered Public
Accounting Firm, as found on page 49 of the Companys
2006 Annual Report to Stockholders, is incorporated by reference.
In connection with the evaluation by management, including the
Companys Chairman and Chief Executive Officer and Senior
Vice President and Chief Financial Officer, no changes in the
Companys internal control over financial reporting (as
defined in Exchange Act
Rule 13a-15(f))
during the quarter ended December 31, 2006 were identified
that have materially affected or are reasonably likely to
materially affect the Companys internal control over
financial reporting.
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|
ITEM 9B.
|
Other
Information
|
Not applicable.
PART III
|
|
ITEM 10.
|
Directors,
Executive Officers and Corporate Governance
|
Information regarding the Directors of the Company is
incorporated by reference from the information under the caption
Election of Directors in the Companys Proxy
Statement for the 2007 Annual Meeting of Stockholders.
Information regarding the Audit Committee and its Financial
Experts is incorporated by reference from the information under
the captions Board of Directors and Its Committees
and Report of the Audit Committee in the
Companys Proxy Statement for the 2007 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 8.
Information regarding compliance with Section 16(a) of the
Exchange Act is incorporated by reference from the information
under the caption Section 16(a) Beneficial Ownership
Reporting Compliance in the Companys Proxy Statement
for the 2007 Annual Meeting of Stockholders.
Information regarding the Companys code of ethics that
applies to the Companys Chairman and Chief Executive
Officer, Senior Vice President and Chief Financial Officer, and
key financial and accounting personnel is incorporated by
reference from the information under the caption Corporate
Governance Policies and Practices in the Companys
Proxy Statement for the 2007 Annual Meeting of Stockholders.
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|
ITEM 11.
|
Executive
Compensation
|
This information is incorporated by reference from the
information under the captions Executive
Compensation, Director Compensation,
Compensation Discussion and Analysis and
Compensation Committee Report in the Companys
Proxy Statement for the 2007 Annual Meeting of Stockholders.
|
|
ITEM 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
This information is incorporated by reference from the
information under the captions Ownership of ITW
Stock and Equity Compensation Plan Information
in the Companys Proxy Statement for the 2007 Annual
Meeting of Stockholders.
14
|
|
ITEM 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
Information regarding Certain Relationships and Related
Transactions is incorporated by reference from the information
under the captions Ownership of ITW Stock,
Certain Relationships and Related Transactions and
Corporate Governance Policies and Practices in the
Companys Proxy Statement for the 2007 Annual Meeting of
Stockholders.
Information regarding Director Independence is incorporated by
reference from the information under the captions
Corporate Governance Policies and Practices and
Categorical Standards for Director Independence in
the Companys Proxy Statement for the 2007 Annual Meetings
of Stockholders.
|
|
ITEM 14.
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Principal
Accountant Fees and Services
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This information is incorporated by reference from the
information under the caption Ratification of the
Appointment of Independent Public Accountants in the
Companys Proxy Statement for the 2007 Annual Meeting of
Stockholders.
PART IV
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ITEM 15.
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Exhibits
and Financial Statement Schedules
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(a)(1)
Financial Statements
The financial statements and report thereon of
Deloitte & Touche LLP dated February 23, 2007 as
found on pages 49 through 74 and the supplementary data as
found on page 75 of the Companys 2006 Annual Report
to Stockholders, are incorporated by reference.
(2) Financial
Statement Schedules
Not applicable.
(3) Exhibits
(i) See the Exhibit Index on pages 17 and
18 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, 2006, with the
exception of the agreements related to the
53/4% Notes
and the indenture related to the
67/8% 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.
15
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 23rd day of February 2007.
ILLINOIS TOOL WORKS INC.
David B. Speer
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
23rd day of February 2007.
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Signatures
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Title
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/s/ DAVID
B. SPEER
David
B. Speer
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Chairman and Chief Executive Officer (Principal Executive Officer)
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/s/ RONALD
D. KROPP
Ronald
D. Kropp
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Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
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WILLIAM F. ALDINGER
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Director
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MICHAEL J. BIRCK
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Director
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MARVIN D. BRAILSFORD
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Director
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SUSAN CROWN
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Director
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DON H. DAVIS, JR.
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Director
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ROBERT C. MCCORMACK
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Director
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ROBERT S. MORRISON
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Director
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JAMES A. SKINNER
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Director
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HAROLD B. SMITH
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Director
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By /s/ DAVID
B. SPEER
(David
B. Speer,
as
Attorney-in-Fact)
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Original powers of attorney authorizing David B. Speer to sign
the Companys 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).
16
EXHIBIT INDEX
ANNUAL
REPORT on
FORM 10-K
2006
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Exhibit
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Number
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Description
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3
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(a)
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Restated Certificate of
Incorporation of Illinois Tool Works Inc., filed as
Exhibit 3(a) to the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2006 (Commission
File No. 1-4797) and incorporated herein by reference.
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3
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(b)
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By-laws of Illinois Tool Works
Inc., as amended, filed as Exhibit 3(b) to the Companys
Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2006 and
incorporated herein by reference.
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4
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(a)
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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 Companys 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.
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4
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(b)
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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 Companys Post-Effective Amendment
No. 1 to Registration Statement on
Form S-3
(Registration Statement
No. 33-5780)
filed with the Securities and Exchange Commission on May 8,
1990 and incorporated herein by reference.
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4
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(c)
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Form of
53/4% Notes
due March 1, 2009, filed as Exhibit 4 to the
Companys Current Report on
Form 8-K
dated February 24, 1999 and incorporated herein by
reference.
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4
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(d)
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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) and incorporated
herein by reference.
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10
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(a)*
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Illinois Tool Works Inc. 1996
Stock Incentive Plan dated February 16, 1996, as amended on
December 12, 1997, October 29, 1999, January 3,
2003, March 18, 2003, January 2, 2004,
December 10, 2004 and December 7, 2005, filed as
Exhibit 10(a) to the Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2005 (Commission
File No. 1-4797) and incorporated herein by reference.
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10
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(b)*
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Illinois Tool Works Inc. 1982
Executive Contributory Retirement Income Plan adopted
December 13, 1982, filed as Exhibit 10(c) to the
Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 1990 (Commission
File No. 1-4797) and incorporated herein by reference.
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10
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(c)*
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Illinois Tool Works Inc. 1985
Executive Contributory Retirement Income Plan adopted December
1985, filed as Exhibit 10(d) to the Companys Annual
Report on
Form 10-K
for the fiscal year ended December 31, 1990 (Commission
File No. 1-4797) and incorporated herein by reference.
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10
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(d)*
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Amendment to the Illinois Tool
Works Inc. 1985 Executive Contributory Retirement Income Plan
dated May 1, 1996, filed as Exhibit 10(c) to the
Companys Quarterly Report on
Form 10-Q
for the quarterly period ended June 30, 1996 (Commission
File No. 1-4797) and incorporated herein by reference.
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10
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(e)*
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Illinois Tool Works Inc. Executive
Incentive Plan adopted February 16, 1996, filed as
Exhibit 10(a) to the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended June 30, 1996 (Commission
File No. 1-4797) and incorporated herein by reference.
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10
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(f)*
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ITW Nonqualified Pension Benefits
Plan, effective January 1, 2002, filed as
Exhibit 10(a) to the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended September 30, 2002
(Commission File No. 1-4797) and incorporated herein by
reference.
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17
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Exhibit
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Number
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Description
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10
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(g)
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Illinois Tool Works Inc.
Non-Employee Directors Restricted Stock Program, filed as
Exhibit 10(a) to the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2004 (Commission
File No. 1-4797) and incorporated herein by reference.
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10
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(h)
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Illinois Tool Works Inc.
Directors Deferred Fee Plan effective May 5, 2006, as
approved by the Board of Directors on February 9, 2007.
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10
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(i)
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Illinois Tool Works Inc. Phantom
Stock Plan for Non-Officer Directors, filed as
Exhibit 10(e) to the Companys Quarterly Report on
Form 10-Q
for the quarterly period ended June 30, 1996 (Commission
File No. 1-4797) and incorporated herein by reference.
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10
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(j)*
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Illinois Tool Works Inc. Executive
Contributory Retirement Income Plan effective January 1,
1999, as amended effective July 1, 2000 and
December 10, 2004, filed as Exhibit 10(j) to the
Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2004 (Commission
File No. 1-4797) and incorporated herein by reference.
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10
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(k)
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Underwriting Agreement dated
February 19, 1999, related to the
53/4% Notes
due March 1, 2009, filed as Exhibit 1 to the
Companys Current Report on
Form 8-K
dated February 24, 1999 and incorporated herein by
reference.
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10
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(l)*
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Stock option terms effective for
December 2004 grants filed as Exhibit 10.4 to the
Companys Current Report on
Form 8-K
dated December 10, 2004 and incorporated herein by
reference.
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10
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(m)*
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Terms of the option grants
effective for February 9, 2007 grants.
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10
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(n)*
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Illinois Tool Works Inc. 2006
Stock Incentive Plan dated February 10, 2006, as amended on
May 5, 2006, filed as Exhibit 10(a) to the
Companys Quarterly Report on
Form 10-Q
for the period ended March 31, 2006 (Commissions File
No. 1-4797) and incorporated herein by reference.
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10
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(o)*
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Consulting Agreement dated
May 8, 2006 by and between Illinois Tool Works Inc. and SLP
LLC, filed as Exhibit 10(b) to the Companys Quarterly
Report on
Form 10-Q
for the quarterly period ended March 31, 2006
(Commissions File No. 1-4797) and incorporated herein
by reference.
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13
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The Companys 2006 Annual
Report to Stockholders pages 32 to 75.
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21
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Subsidiaries and Affiliates of the
Company.
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23
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Consent of Independent Registered
Public Accounting Firm.
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24
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Powers of Attorney.
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31
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Rule 13a-14(a)
Certification.
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32
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Section 1350 Certification.
|
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99
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(a)
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Description of the capital stock
of Illinois Tool Works Inc., filed as Exhibit 99 to the
Companys Quarterly Report on
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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* |
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Management contract or compensatory plan or arrangement. |
18
This document has been printed on recycled paper.