SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15 (d) OF THE SECURITIES ACT OF 1934
(Mark One)
[ X ] Annual Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1997.
-----------------
OR
[ ] Transition Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the transition period from _______________ to _______________
Commission file No. 333-17473
A. Full title of plan and the address of the plan, if different
from that of the issuer named below:
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
B. Name of issuer of the Securities held pursuant to the plan
and the address of its principal executive office:
ILLINOIS TOOL WORKS INC.
3600 W. LAKE AVENUE
GLENVIEW, ILLINOIS 60025-5811
<PAGE>
REQUIRED INFORMATION
The Illinois Tool Works Inc. Savings and Investment Plan (the "Plan") is subject
to the Employee Retirement Income Security Act of 1974 ("ERISA"). Therefore, in
lieu of the requirments of Items 1 - 3 of Form 11-K, the financial statements
and schedules of the Plant for the years ended December 31, 1997 and 1996,
which have been prepared in accordance with the financial reporting requirements
of ERISA, are included herein.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefits Committee of
Illinois Tool Works Inc.:
We have audited the accompanying statements of net assets available for Plan
benefits of the ILLINOIS TOOL WORKS INC. SAVINGS AND INVESTMENT PLAN as of
December 31, 1997 and 1996, and the related statement of changes in net assets
available for Plan benefits for the year ended December 31, 1997. These
financial statements and schedules referred to below are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes and reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Chicago, Illinois
May 15, 1998
<PAGE>
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31, 1997 and 1996
Employer Identification Number 36-1258310, Plan Number 003
1997 1996
ASSETS:
Investments at fair value-
Invested cash-
Stable Asset Fund $ 14,454,544 $ 10,362,826
Restricted Stable Asset Fund 0 58,320
Long-term fixed income contracts-
Stable Asset Fund 97,001,524 102,559,598
Restricted Stable Asset Fund (Note 8) 0 6,193,587
Mutual funds-
Putnam Money Market Fund 39,810,223 39,891,405
Putnam Income Fund 12,205,145 8,926,870
Putnam Asset Allocation Fund-
Conservative Portfolio 10,258,586 5,956,323
Balanced Portfolio 152,512,217 92,445,212
Growth Portfolio 68,043,285 55,988,468
Fidelity Investments Magellan Fund 159,859,156 120,454,825
Putnam New Opportunities Fund 117,796,169 97,845,212
Common stock-
Illinois Tool Works Inc.
Common Stock Fund 127,321,917 61,790,456
Participant loans-
Loan Fund 21,692,550 18,532,782
------------ ------------
Total investments 820,955,316 621,005,884
------------ ------------
Receivables-
Investment income 59,477 45,090
Transfer from other plans 27,360 70,166,912
------------ ------------
Total receivables 86,837 70,212,002
------------ ------------
Total assets 821,042,153 691,217,886
LIABILITIES:
Fees payable 83,362 125,774
------------ ------------
Net assets available for
Plan benefits $820,958,791 $691,092,112
============ ============
The accompanying notes to the financial statements
are integral parts of these statements.
<PAGE>
<TABLE>
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
For the Year Ended December 31, 1997
Employer Identification Number 36-1258310, Plan Number 003
<CAPTION> Putnam Putnam Putnam
Asset Asset Asset
Allocation Allocation Allocation Fidelity
Putnam Stable Putnam Fund Fund Fund Investments
Money Asset Income Conservative Balanced Growth Magellan
Market Fund Fund Fund Portfolio Portfolio Portfolio Fund
<S> <C> <C> <C> <C> <C> <C> <C>
INCREASES (DECREASES):
Net investment income-
Interest and dividends $ 2,015,540 $ 6,527,570 $ 715,162 $ 690,152 $ 13,586,275 $ 5,056,646 $ 10,343,817
Net appreciation on investments 0 0 178,422 209,794 9,551,374 5,770,468 23,550,196
Investment expense 3,427 (4,627) (990) (500) (4,656) (1,925) (25,975)
----------- ------------ ----------- ----------- ------------ ----------- ------------
Net investment income 2,018,967 6,522,943 892,594 899,446 23,132,993 10,825,189 33,868,038
----------- ------------ ----------- ----------- ------------ ----------- ------------
Contributions-
Participants 958,397 1,829,245 1,374,882 734,228 3,197,085 3,071,137 5,481,409
Company 258,597 552,705 389,716 179,339 704,785 816,897 1,739,751
----------- ------------ ----------- ----------- ------------ ----------- ------------
Total contributions 1,216,994 2,381,950 1,764,598 913,567 3,901,870 3,888,034 7,221,160
----------- ------------ ----------- ----------- ------------ ----------- ------------
Benefits paid to participants
(5,885,416) (12,824,510) (639,703) (750,504) (18,826,790) (5,767,319) (8,818,561)
----------- ------------ ----------- ----------- ------------ ----------- ------------
Loans and net interfund transfers
1,520,280 930,549 385,058 3,239,754 (2,008,134) (10,524) (4,245,680)
----------- ------------ ----------- ----------- ------------ ----------- ------------
Transfers from other plans 606,300 671,608 170,905 0 3,367,367 1,618,232 81,298
----------- ------------ ----------- ----------- ------------ ----------- ------------
Net increase (decrease) (522,875) (2,317,460) 2,573,452 4,302,263 9,567,306 10,553,612 28,106,255
NET ASSETS AVAILABLE:
Beginning of year 40,318,556 113,773,528 9,631,693 5,956,323 142,944,911 57,489,673 131,752,901
----------- ------------ ----------- ----------- ------------ ----------- ------------
End of year $39,795,681 $111,456,068 $12,205,145 $10,258,586 $152,512,217 $68,043,285 $159,859,156
=========== ============ =========== =========== ============ =========== ============
The accompanying notes to the financial statements are integral parts of these statements.
</TABLE>
<PAGE>
<TABLE>
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
For the Year Ended December 31, 1997
Employer Identification Number 36-1258310, Plan Number 003
<CAPTION>
Illinois Tool
Works Inc. Putnam New Restricted Receivable
Common Opportunities Stable from Other
Stock Fund Fund Asset Fund Loan Fund Plans Total
<S> <C> <C> <C> <C> <C> <C>
INCREASES (DECREASES):
Net investment income-
Interest and dividends $ 819,523 $ 2,532,700 $ 458,647 $ 1,630,619 $ 0 $ 44,376,651
Net appreciation on investments 39,264,367 18,452,768 0 0 0 96,977,389
Investment expense (9,542) (6,042) (198) (1,245) 0 (52,273)
------------ ------------ ---------- ----------- ------- ------------
Net investment income 40,074,348 20,979,426 458,449 1,629,374 0 141,301,767
------------ ------------ ---------- ----------- ------- ------------
Contributions-
Participants 7,833,001 10,225,805 0 0 0 34,705,189
Company 2,320,552 3,309,812 24 0 0 10,272,178
------------ ------------ ---------- ----------- ------- ------------
Total contributions 10,153,553 13,535,617 24 0 0 44,977,367
------------ ------------ ---------- ----------- ------- ------------
Benefits paid to participants
(3,151,303) (5,254,228) (3,325) (1,133,398) 0 (63,055,057)
------------ ------------ ---------- ----------- ------- ------------
Loans and net interfund transfers
18,450,445 (13,467,801) (6,707,055) 1,913,108 0 0
------------ ------------ ---------- ----------- ------- ------------
Transfers from other plans 0 65,510 0 34,022 27,360 6,642,602
------------ ------------ ---------- ----------- ------- ------------
Net increase (decrease) 65,527,043 15,858,524 (6,251,907) 2,443,106 27,360 129,866,679
NET ASSETS AVAILABLE:
Beginning of year 61,785,531 101,937,645 6,251,907 19,249,444 0 691,092,112
------------ ------------ ---------- ----------- ------- ------------
End of year $127,312,574 $117,796,169 $ 0 $21,692,550 $27,360 $820,958,791
============ ============ ========== =========== ======= ============
The accompanying notes to the financial statements are integral parts of these statements.
</TABLE>
<PAGE>
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996
Employer Identification Number 36-1258310, Plan Number 003
1. DESCRIPTION OF THE PLAN AND INVESTMENT PROGRAM
The following describes the major provisions of the Illinois Tool Works
Inc. Savings and Investment Plan ("the Plan") and provides only general
information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan in which employees of
participating business units of Illinois Tool Works Inc. and its wholly
owned subsidiaries (the "Company") are eligible to participate in the Plan
in the month following their date of hire and attaining age 21. Prior to
1997, such employees were eligible to participate in the Plan following
completion of one year of service with the Company and attaining age 21.
Established on November 16, 1967, and last amended on July 1, 1994, the
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Putnam Fiduciary Trust Company (the "Trustee") serves as trustee,
recordkeeper and investment manager of the Plan. Fidelity Investments
serves as investment manager for amounts invested in the Magellan Fund.
Participant and Company Contributions
Participants may contribute amounts from a minimum of 1% to a maximum of
15% of eligible compensation to their pre-tax and after-tax accounts.
Separately, the maximum pre-tax account contribution is 15% of eligible
compensation, while the maximum after-tax account contribution is 10%. The
combined pre-tax and after-tax contributions cannot exceed 15% of eligible
compensation. Prior to 1997, the Plan's maximum contribution percentage
was 10% of eligible compensation. Participants may change their
contribution percentages with each payroll.
Participants may begin contributions to their pre-tax and after-tax
accounts in the month following their date of hire. Company contributions,
however, do not start until participants have completed one year of
service. Prior to 1997, participants could not begin any contributions
until the completion of one year of service. After the completion of one
year of service, the Company contributes to the participants' accounts
based on the participants' contributions as follows:
<PAGE>
-2-
Percentage of
Participants' Compensation
Participants' Company
Contribution Contribution
1% 1.0%
2 1.5
3 2.0
4 2.5
5-15 3.0
===== =====
Participants may elect to allocate any contribution in multiples of 1% to
the investment funds.
Investment Options
The investment fund options are as follows:
Putnam Money Market Fund invests in a portfolio of high-quality
money market instruments.
Stable Asset Fund consists primarily of a diversified portfolio of
high-quality, fixed-income investments. The fund's holdings include
investment contracts issued by major insurance companies and banks.
Putnam Income Fund invests in debt securities, including both
government and corporate obligations, preferred stocks and
dividend-paying common stocks. The fund may also hold a portion of
its assets in cash or money market instruments.
Putnam Asset Allocation Fund consists of three portfolios from which
participants can elect to direct their funds. Each portfolio's
strategic allocation indicates the typical percentage of the
portfolio's investment between equity and fixed income securities.
- Conservative Portfolio has a strategic allocation equal to 35%
equity class and 65% fixed income class investments.
- Balanced Portfolio has a strategic allocation equal to 65% equity
class and 35% fixed income class investments.
- Growth Portfolio has a strategic allocation equal to 80% equity
class and 20% fixed income class investments.
Fidelity Investments Magellan Fund invests mainly in equity
securities of domestic, foreign and multinational issuers of all
sizes that offer potential for growth.
Illinois Tool Works Inc. Common Stock Fund is invested solely in the
common stock of the Company.
Putnam New Opportunities Fund invests principally in common stocks
of companies in sectors of the economy which possess above-average
long-term growth potential.
<PAGE>
-3-
Restricted Stable Asset Fund amounts are invested with Confederation
Life (see Note 8). This fund was discontinued effective May 27,
1997, upon the transfer of fund assets to the Stable Asset Fund.
Loan Fund maintains the balance of participant loans outstanding.
Investment income in each fund is allocated daily among the participants'
balances in each fund, except for the Putnam Money Market Fund and the
Stable Asset Fund. These two funds allocate income to participant account
balances monthly.
For each of the funds valued daily, investment income is allocated to
participant accounts based on the previous day's closing share value times
the number of shares in their account. For the monthly valued funds, a
month-end share value is determined by the Trustee from the investments
and allocated to participant accounts based on the number of shares in
their account.
Participants may change their investment elections or transfer their
balances between funds in multiples of 1% on any day, but no more than
twice per quarter.
Effective January 1, 1998, investment fund options increased from the nine
funds listed above to twenty-nine funds in which participants may choose
to contribute.
Vesting
Participants' interest in their accounts are fully vested at all times.
Participants' interest in their Company contribution accounts vest at the
rate of 5% for each quarter of service with the Company. Participants are
fully vested in their Company contribution accounts after 20 quarters of
service with the Company. Participants who terminate their participation
in the Plan due to retirement or death are granted full vesting in their
Company contribution accounts.
Participant Loans
Participants may borrow up to 50% of their vested account balance, up to
$50,000, with a minimum loan amount of $1,000 from the vested portion of
their accounts. Loans bear interest at the prime rate, are secured by a
portion of the participants' accounts and are repayable over a period not
to exceed five years. Amounts borrowed do not share in the earnings of the
investment funds but are credited with the interest payments made pursuant
to the loan agreements.
Benefits
Upon termination of employment, participants may receive a lump-sum
payment of their account balances, subject to the vesting provisions
described above. Additional optional payment forms are available at the
election of the participant.
<PAGE>
-4-
Forfeitures
Forfeitures, representing the unvested portion of the Company's
contributions, amounting to $29,554 and $9,577 as of December 31, 1997 and
1996, respectively, will be used to reduce future Company contributions
pursuant to the terms of the Plan.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements of the Plan were prepared on the
accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Investment Valuation and Income Recognition
Investments (other than those of the Stable Asset Fund and Restricted
Stable Asset Fund) are reported at fair values based on quoted market
prices of the underlying securities in which each fund invests.
Investments of the Stable Asset Fund and Restricted Stable Asset Fund
(Note 8) consist of fully benefit-responsive investment contracts and are
reported at contract value, as required by AICPA Statement of Position
94-4.
Purchases and sales of securities are recorded on a trade date basis.
Interest income is recorded on an accrual basis. Dividend income is
recorded on the ex-dividend date.
Net Appreciation/Depreciation
Net appreciation/depreciation on investments is based on the value of the
assets at the beginning of the year or at the date of purchase during the
year, rather than the original cost at the time of purchase. The total
realized appreciation on investments sold during 1997 was $18,323,793. The
total unrealized appreciation on investments during 1997 was $78,653,596.
3. ADMINISTRATION
All funds are deposited with and held for safekeeping by the Trustee under
a trust agreement with the Company. The trust agreement provides, among
other things, that the Trustee shall keep accounts of all trust
transactions and report them periodically to the Company. Investment
decisions, within the guidelines of the investment funds, are made by the
Trustee and investment managers. The Trustee may use an independent agent
to effect purchases and sales of common stock of the Company for the
Illinois Tool Works Inc. Common Stock Fund. Other administrative services,
such as participant recordkeeping, are performed by the Trustee and by
Fidelity Investments, which serves as investment manager for the Magellan
Fund.
<PAGE>
-5-
4. ADMINISTRATIVE EXPENSES
Investment management fees, trustee fees, agent fees and brokerage
commissions are paid by the Plan. Other outside professional and
administrative services are paid or provided by the Company.
5. PARTY-IN-INTEREST TRANSACTIONS
The Trustee is a party-in-interest according to Section 3(14) of ERISA.
The Trustee serves as Plan fiduciary, investment manager and custodian to
the Plan. As defined by ERISA, any person or organization which provides
these services to the Plan is a related party-in-interest. In 1997, fees
paid to the Trustee were $183,597.
The Company is also a party-in-interest according to Section 3(14) of
ERISA. The Illinois Tool Works Inc.Common Stock Fund is a Plan investment
option.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100% vested in their accounts.
7. TAX STATUS
The Plan obtained its latest determination letter on January 11, 1996, in
which the Internal Revenue Service stated that the Plan, as adopted on
December 29, 1994, was designed in accordance with the applicable
requirements of the Internal Revenue Code. The Plan administrator and the
Plan's legal counsel believe that the Plan is currently being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the related trust
was tax-exempt as of the financial statement dates.
8. CONFEDERATION LIFE INSURANCE COMPANY
On August 12, 1994, the Canadian Government seized the operations of the
Confederation Life Insurance Company. The Plan's investments in the Stable
Asset Fund included a Confederation Life contract with a contract value of
$6,287,672 at August 12, 1994. This investment represents approximately 5%
of the Stable Asset Fund assets and 2% of the total Plan assets at June
30, 1994.
As of June 30, 1994, the Confederation Life Contract was frozen and
segregated from the Stable Asset Fund. The assets are included in the
Restricted Stable Asset Fund which represents the amounts invested with
Confederation Life. Participants in the Restricted Stable Asset Fund are
not allowed to transfer out, withdraw or borrow against amounts in this
fund. The Trustee valued the contract at its contract value on August 12,
1994.
<PAGE>
-6-
On February 12, 1997, a plan of rehabilitation of Confederation Life was
approved by the Michigan state court. The court approved five different
settlement options for contractholders. The Company's management chose to
receive a distribution of all amounts from the Confederation Life
contract. According to the settlement option, the amount received
approximated 104.9% of the contract value at August 12, 1994, minus any
contract withdrawals since that time.
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following reconciles net assets available for Plan benefits per the
financial statements to the Form 5500:
1997 1996
Net assets available for Plan benefits
per the financial statements $820,958,791 $691,092,112
Amounts allocated to withdrawing
participants (1,697,636) (1,078,227)
------------ ------------
Net assets available for Plan benefits
per the Form 5500 $819,261,155 $690,013,885
============ ============
The following reconciles benefits paid to participants per the financial
statements to the Form 5500 for the year ended December 31, 1997:
Benefits paid to participants per the
financial statements $63,055,057
Amounts allocated to withdrawing
participants at-
December 31, 1997 1,697,636
December 31, 1996 (1,078,227)
-----------
Benefits paid to participants per the
Form 5500 $63,674,466
===========
An estimate of amounts allocated to withdrawing participants is recorded
on the Form 5500 for benefit claims that have been processed and approved
for payment prior to December 31, but not yet paid as of that date.
10. TRANSFERS FROM OTHER PLANS
Effective December 31, 1996, the Hobart Brothers Company Profit Sharing
Plan was merged into the Plan. Substantially all of the assets were
transferred on January 2, 1997. The assets transferred to the Plan totaled
$47,796,236.
Effective December 30, 1996, the Hobart Brothers Company 401(k) Plan was
merged into the Plan. Substantially all of the assets were transferred on
January 2, 1997. The assets transferred to the Plan totaled $19,721,419.
<PAGE>
-7-
Effective December 31, 1996, the Maple Control Profit Sharing 401(k) Plan
was merged into the Plan. Substantially all of the assets were transferred
on January 2, 1997. The assets transferred to the Plan totaled $2,957,873.
Effective July 1, 1997, the Chaparral Company 401(k) Plan was merged into
the Plan. Substantially all of the assets were transferred on July 8,
1997. The assets transferred to the Plan totaled $36,350.
Effective July 1, 1997, the Newtec Profit Sharing 401(k) Plan was merged
into the Plan. Substantially all of the assets were transferred on July 8,
1997. The assets transferred into the Plan totaled $556,585.
Effective July 1, 1997, the Trans Tech Company Profit Sharing Plan was
merged into the Plan. Substantially all of the assets were transferred on
July 30, 1997. The assets transferred to the Plan totaled $3,429,275.
Effective July 1, 1997, the Versachem Salary Savings Plan was merged into
the Plan. Substantially all of the assets were transferred on August 6,
1997. The assets transferred to the Plan totaled $784,215.
Effective April 1, 1997, the Richmond Technology 401(k) Plan was merged
into the Plan. Substantially all of the assets were transferred on August
26, 1997. The assets transferred to the Plan totaled $1,527,563.
8. SUBSEQUENT EVENTS
The following plans were merged int o the Plan in 1998:
Plan Name Effective Date
Balance Engineering Corporation Employee Savings January 1, 1998
Plan
Draw Form Profit Sharing Plan January 1, 1998
Medalist MERIT Plan January 1, 1998
USI Profit Sharing Plan January 1, 1998
Meyercord Retirement Plan April 1, 1998
Orgapack Inc. 401(k) Profit Sharing Plan April 1, 1998
The assets transferred to the Plan totaled approximately $44,600,000.
Substantially all of the assets were transferred January through April,
1998.
<PAGE>
Schedule I
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1997
Employer Identification Number 36-1258310, Plan Number 003
Cost and
Market
Value
INVESTED CASH:
Stable Asset Fund-
*Putnam Investments, Boston, Massachusetts $14,454,544
LONG-TERM FIXED INCOME CONTRACTS:
Stable Asset Fund-
AIG Life Insurance Co., 6.90% contract, due 3/15/02 2,107,346
Allstate, 6.12% contract, due 12/15/00 3,496,127
Canada Life, 6.59% contract, due 9/30/99 3,128,569
CIGNA, 5.95% contract, due 9/1/98 7,335,081
Continental Assurance Co., 6.54% contract, due 3/15/00 4,215,987
Deutsche Bank, 6.00% contract, due 1/06/00 4,069,732
John Hancock-
5.95% contract, due 6/15/00 3,698,982
6.30% contract, due 12/31/01 4,000,670
Life of Virginia, 6.88% contract, due 6/17/02 5,185,657
Metropolitan Life Insurance Company, 6.70% contract,
due 12/31/98 3,084,423
New York Life-
5.69% contract, due 9/15/00 and 12/15/00 4,579,270
6.69% contract, due 3/31/01 and 6/30/01 4,178,188
6.91% contract, due 10/1/01 2,035,219
People's Security-
5.81% contract, due 6/15/99 and 12/15/99 4,190,047
6.37% contract, due 4/1/02 3,047,577
5.41% contract, due 2/7/99 4,619,795
5.87% contract, due 6/15/00 3,018,233
6.62% contract, due 7/15/99 1,542,242
Principal Mutual Life-
4.83% contract, due 3/31/98 6,104,514
7.00% contract, due 9/15/01 2,632,124
6.15% contract, due 12/31/97 2,486,355
Security Life of Denver-
6.25% contract, due 1/15/98 1,001,662
6.17% contract, due 3/31/00 4,000,656
6.50% contract, due 11/15/02 3,050,630
Transamerica Life-
6.36% contract, due 5/6/01 and 2/7/03 3,011,076
5.12% contract, due 6/30/98 6,178,460
United of Omaha, 5.86% contract, due 10/15/01 1,002,902
*Party-in-interest.
<PAGE>
Schedule I
Continued
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1997
Employer Identification Number 36-1258310, Plan Number 003
Number of Market
Shares Cost Value
MUTUAL FUNDS:
*Putnam Money Market Fund 9,810,223 $ 39,810,223 $ 39,810,223
*Putnam Income Fund 1,714,206 11,907,771 12,205,145
*Putnam Asset Allocation Fund-
Conservative Portfolio 1,028,945 10,025,576 10,258,586
Balanced Portfolio 13,690,504 131,379,291 152,512,217
Growth Portfolio 5,491,791 55,548,216 68,043,285
*Fidelity Investments Magellan
Fund 1,677,959 123,299,522 159,859,156
*Putnam New Opportunities Fund 2,399,107 91,030,485 117,796,169
COMMON STOCK:
*Illinois Tool Works Inc.
Common Stock Fund 2,117,62 71,253,365 127,321,917
PARTICIPANT LOANS 21,692,550
------------
Total assets held
for investment
purposes $820,955,316
============
*Party-in-interest.
Interest rates of loans to participants with balances outstanding at
December 31, 1997, lowest 6% to highest 15%.
The accompanying notes to the finacial statements
are an integral part of this schedule.
<PAGE>
SCHEDULE II
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1997
Employer Identification Number 36-1258310, Plan Number 003
Reportable transactions are either a single transaction or a series of
transactions involving securities of the same issue which, in the aggregate,
amount to more than 5% of the current value of the Plan's assets at the
beginning of year.
Aggregate Purchases
-------------------------
Number of
Transactions Amount
------------ -----------
Description
*Putnam Asset
Allocation Fund-
Balanced
Portfolio 457 $82,038,708
Putnam New
Opportunities
Fund 599 34,918,794
*Putnam Stable
Asset Fund 666 30,224,163
*Fidelity
Investments
Magellan
Fund 532 37,568,207
*Putnam Money
Market Fund 854 61,829,626
*ITW Stock Fund 632 41,569,371
=== ===========
Aggregate Sales
--------------------------------------------------
Number of
Transactions Proceeds Cost Gain
------------ ----------- ----------- ----------
Description
*Putnam Asset
Allocation Fund-
Balanced
Portfolio 847 $31,162,198 $27,427,762 $3,734,436
Putnam New
Opportunities
Fund 936 33,421,006 29,121,208 4,299,798
*Putnam Stable
Asset Fund 853 31,268,439 31,268,438 1
*Fidelity
Investments
Magellan
Fund 952 21,715,371 17,970,234 3,745,137
*Putnam Money
Market Fund 993 61,919,170 61,900,842 18,328
*ITW Stock Fund 975 15,304,263 11,301,246 4,003,017
=== ========== =========== ==========
*Party-in-interest.
The accompanying notes to the
financial statements are an integral part of this schedule.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized on this 29th day of June, 1998.
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
BY /s/ John Karpan
-----------------------------------------
John Karpan,
Member of Employee Benefits Committee
and Senior Vice President,
Human Resources
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included or incorporated by reference in this Form 11-K, into the
Company's previously filed registration statements on Form S-8
(File Nos. 333-22035 and 333-17473), Form S-4 (File Nos. 33-60013 and
333-02671)and Form S-3 (File No. 33-5780).
ARTHUR ANDERSEN LLP
Chicago, Illinois,
June 29, 1998
