10-K/A 1 itw10ka2006.htm

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 10-K/A

Amendment No. 1 to Form 10-K

 

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2006

 

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________to ____________

 

Commission file number 1-4797

ILLINOIS TOOL WORKS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

36-1258310

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification No.)

 

 

3600 W. Lake Avenue, Glenview, Illinois

60026-1215

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (847) 724-7500

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock

New York Stock Exchange

 

Chicago Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark 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 registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

 

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 $19,700,000,000 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

2006 Annual Report to Stockholders

Parts I, II, IV

2007 Proxy Statement for Annual Meeting of Stockholders to be held on May 4, 2007

Part III

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2006 is being filed to correct a typographical error in the aggregate market value of the voting stock held by non-affiliates on the cover page. The amount originally reported was $19,700,000 and is correctly stated at $19,700,000,000.

 

In addition, we have filed the following exhibits herewith:

 

31

Rule 13a-14(a) Certification.

 

Except as described above, no other changes have been made to the original filing and this Form 10-K/A does not amend, update or change the financial statements or any other items or disclosures in the original filing.

 

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 5th day of April 2007.

 

ILLINOIS TOOL WORKS INC.

 

By: /s/ RONALD D. KROPP

Ronald D. Kropp

Senior Vice President and Chief Financial Officer

 

Exhibit 31

 

Rule 13a-14(a) Certification

 

I, David B. Speer, certify that:

 

 

1.

I have reviewed this report on Form 10-K/A of Illinois Tool Works Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Dated: April 5, 2007

/s/ David B. Speer

 

David B. Speer

 

Chairman and Chief Executive Officer

 

Exhibit 31

 

Rule 13a-14(a) Certification

 

I, Ronald D. Kropp, certify that:

 

 

1.

I have reviewed this report on Form 10-K/A of Illinois Tool Works Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Dated: April 5, 2007

/s/ Ronald D. Kropp

 

Ronald D. Kropp

 

Senior Vice President and Chief Financial Officer