10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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, 2009
	or
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from               to

Commission file number 1-4797

ILLINOIS TOOL WORKS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	36-1258310
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer 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

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  X           No       

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  X           Accelerated filer       

Non-accelerated filer        (Do not check if a smaller reporting company) Smaller reporting company       

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, 2009 was approximately $15,100,000,000, based on the New York Stock Exchange closing sales price as of June 30, 2009.

Shares of Common Stock outstanding at January 31, 2010: 502,408,086.

Documents Incorporated by Reference

2010 Proxy Statement for Annual Meeting of Stockholders to be held on May 7, 2010 Part III

TABLE OF CONTENTS

PART I
	ITEM 1. Business
	ITEM 1A. Risk Factors
	ITEM 1B. Unresolved Staff Comments
	ITEM 2. Properties
	ITEM 3. Legal Proceedings
	ITEM 4. Submission of Matters to a Vote of Security Holders
PART II
	ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
	ITEM 6. Selected Financial Data
	ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
	ITEM 8. Financial Statements and Supplementary Data
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
	ITEM 9A. Controls and Procedures
	ITEM 9A(T). Controls and Procedures
	ITEM 9B. Other Information
PART III
	ITEM 10. Directors, Executive Officers and Corporate Governance
	ITEM 11. Executive Compensation
	ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	ITEM 13. Certain Relationships and Related Transactions, and Director Independence
	ITEM 14. Principal Accounting Fees and Services
PART IV
	ITEM 15. Exhibits and Financial Statement Schedules
SIGNATURES
EXHIBIT INDEX
EX-10.J
EX-21
EX-23
EX-24
EX-31
EX-32
EX-99.A
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

PART I

ITEM 1.   Business

General

Illinois Tool Works Inc. (the “Company” or “ITW”) was founded in 1912 and incorporated in 1915. The Company is a multinational manufacturer of a diversified range of industrial products and equipment with approximately 840 operations in 57 countries. These 840 businesses are internally reported as 60 operating segments to senior management. The Company’s 60 operating segments have been aggregated into the following eight external reportable segments:

Transportation:  Businesses in this segment produce components, fasteners, fluids and polymers, as well as truck remanufacturing and related parts and service.

In the Transportation segment, products and services include:

•  metal and plastic components, fasteners and assemblies for automobiles and light trucks;

•  fluids and polymers for auto aftermarket maintenance and appearance;

•  fillers and putties for auto body repair;

•  polyester coatings and patch and repair products for the marine industry; and

•  truck remanufacturing and related parts and service.

Industrial Packaging:  Businesses in this segment produce steel, plastic and paper products and equipment used for bundling, shipping and protecting goods in transit.

In the Industrial Packaging segment, products include:

•  steel and plastic strapping and related tools and equipment;

•  plastic stretch film and related equipment;

•  paper and plastic products that protect goods in transit; and

•  metal jacketing and other insulation products.

Food Equipment:  Businesses in this segment produce commercial food equipment and related service.

In the Food Equipment segment, products and services include:

•  warewashing equipment;

•  cooking equipment, including ovens, ranges and broilers;

•  refrigeration equipment, including refrigerators, freezers and prep tables;

•  food processing equipment, including slicers, mixers and scales;

•  kitchen exhaust, ventilation and pollution control systems; and

•  food equipment service, maintenance and repair.

Power Systems & Electronics:  Businesses in this segment produce equipment and consumables associated with specialty power conversion, metallurgy and electronics.

In the Power Systems & Electronics segment, products include:

•  arc welding equipment;

•  metal arc welding consumables and related accessories;

•  metal solder materials for PC board fabrication;

•  equipment and services for microelectronics assembly;

•  electronic components and component packaging; and

•  airport ground support equipment.

Construction Products:  Businesses in this segment produce tools, fasteners and other products for construction applications.

In the Construction Products segment, products include:

•  fasteners and related fastening tools for wood and metal applications;

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•  anchors, fasteners and related tools for concrete applications;

•  metal plate truss components and related equipment and software; and

•  packaged hardware, fasteners, anchors and other products for retail.

Polymers & Fluids:  Businesses in this segment produce adhesives, sealants, lubrication and cutting fluid, and hygiene products.

In the Polymers & Fluids segment, products include:

•  adhesives for industrial, construction and consumer purposes;

•  chemical fluids that clean or add lubrication to machines;

•  epoxy and resin-based coating products for industrial applications;

•  hand wipes and cleaners for industrial applications; and

•  pressure-sensitive adhesives and components for telecommunications, electronics, medical and transportation applications.

Decorative Surfaces:  Businesses in this segment produce decorative surfacing materials for furniture, office and retail space, countertops, flooring and other applications.

In the Decorative Surfaces segment, products include:

•  decorative high-pressure laminate for furniture, office and retail space, and countertops;

•  high-pressure laminate flooring; and

•  high-pressure laminate worktops.

All Other:  This segment includes all other operating segments.

In the All Other segment, products include:

•  equipment and related software for testing and measuring of materials and structures;

•  plastic reclosable packaging for consumer food storage;

•  plastic reclosable bags for storage of clothes and home goods;

•  plastic consumables that multi-pack cans and bottles and related equipment;

•  plastic fasteners and components for appliances, furniture and industrial uses;

•  metal fasteners and components for appliances and industrial applications;

•  swabs, wipes and mats for clean room usage;

•  foil, film and related equipment used to decorate consumer products;

•  product coding and marking equipment and related consumables;

•  paint spray and adhesive dispensing equipment;

•  static and contamination control equipment; and

•  line integration, conveyor systems and line automation for the food and beverage industries.

80/20 Business Process

A key element of the Company’s 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 Company’s 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 Company’s 840 operations utilize the 80/20 process in various aspects of their business. Common applications of the 80/20 business process include:

•  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.

•  Segmenting the customer base by focusing on the 80/20 customers separately and finding alternative ways to serve the 20/80 customers.

•  Simplifying the supplier base by partnering with 80/20 suppliers and reducing the number of 20/80 suppliers.

•  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 over time improved its long-term 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 businesses that have operating results below expectations to help those businesses better apply this 80/20 business process and improve their results.

Discontinued Operations

In August 2008, the Company’s Board of Directors authorized the divestiture of the Click Commerce industrial software business which was previously reported in the All Other segment. In the second quarter of 2009, the Company completed the sale of the Click Commerce business.

In 2006, the Company divested a construction business. In 2007, the Company divested an automotive machinery business and a consumer packaging business. In the fourth quarter of 2007, the Company classified an automotive components business and a second consumer packaging business as held for sale. The second consumer packaging business was sold in 2008. The Company completed the divestiture of the automotive components business in 2009.

Additionally, in August 2008, the Company’s Board of Directors authorized the divestiture of the Decorative Surfaces segment which was subsequently classified as a discontinued operation. In May 2009, the Company’s Board of Directors rescinded its earlier resolution to divest the Decorative Surfaces segment and, accordingly, all periods presented have been restated to present the Decorative Surfaces segment as a continuing operation.

Current Year Developments

Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Financial Information about Segments and Markets

Segment and operating results of the segments are included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Segment Information note in Item 8. Financial Statements and Supplementary Data.

The principal end markets served by the Company’s eight segments by percentage of revenue are as follows:

										Power
	Transpor-			Industrial			Food			Systems &			Construction			Polymers			Decorative			All			Total
End Markets Served	tation			Packaging			Equipment			Electronics			Products			& Fluids			Surfaces			Other			Company
Commercial Construction		1	%		8	%		—	%		6	%		26	%		11	%		55	%		1	%		10	%
Residential Construction		—			2			—			1			47			2			15			—			7
Renovation Construction		—			—			—			—			24			1			28			—			5
General Industrial		3			29			1			46			1			31			1			25			18
Automotive OEM/Tiers		56			—			—			2			—			4			—			4			10
Automotive Aftermarket		28			—			—			1			—			7			—			1			5
Food Institutional/Restaurant		—			—			47			—			—			1			—			—			6
Food Service		—			—			32			—			—			2			—			2			5
Food Retail		—			1			15			—			—			—			—			3			3
Consumer Durables		1			2			—			1			—			3			—			14			3
Food & Beverage		—			12			1			—			—			3			—			16			5
Electronics		—			1			—			16			—			5			—			5			4
Primary Metals		—			20			—			1			1			2			—			1			3
Other		11			25			4			26			1			28			1			28			16
		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

The Company’s businesses primarily distribute their products directly to industrial manufacturers and through independent distributors.

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Backlog

Backlog generally is not considered a significant factor in the Company’s businesses as relatively short delivery periods and rapid inventory turnover are characteristic of most of its products. Backlog by segment as of December 31, 2009 and 2008 is summarized as follows:

In Thousands	2009		2008
Transportation	$	231,000	$	237,000
Industrial Packaging		123,000		158,000
Food Equipment		179,000		220,000
Power Systems & Electronics		129,000		124,000
Construction Products		24,000		32,000
Polymers & Fluids		73,000		81,000
Decorative Surfaces		19,000		28,000
All Other		341,000		351,000
Total	$	1,119,000	$	1,231,000

Backlog orders scheduled for shipment beyond calendar year 2010 were not material as of December 31, 2009.

The information set forth below is applicable to all industry segments of the Company unless otherwise noted:

Competition

With approximately 840 business units operating in 57 countries, the Company has a wide diversity of products in a myriad of markets, many of which are fragmented, and we encounter a wide variety of competitors that vary by product line, end market and geographic area. Our competitors include many regional or specialized companies, as well as large U.S. and non-U.S. companies or divisions of large companies. Each of our segments generally has several main competitors and numerous smaller ones in most of their end markets and geographic areas. In addition, our Decorative Surfaces and Power Systems & Electronics segments each has one global competitor and numerous smaller regional competitors.

In virtually all segments, we compete on the basis of product innovation, product quality, brand preference, delivery service and price. Technical capability is also a competitive factor in most of our segments. We believe that for each of our segments, our primary competitive advantages derive from our decentralized operating structure, which creates a strong focus on end markets and customers at the local level, enabling our businesses to respond rapidly to market dynamics. This structure enables our business units to drive operational excellence utilizing our 80/20 business process and leverages our product innovation capabilities. We also believe that our global footprint is a competitive advantage in many of our markets, especially in our Transportation and Decorative Surfaces segments.

Raw Materials

The Company uses raw materials of various types, primarily steel, resins, chemicals and paper, 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, and no such problems are currently anticipated.

Research and Development

The Company’s growth has resulted from developing new and improved products, broadening the application of established products, continuing efforts to improve and develop new methods, processes and equipment, and from acquisitions. Many new products are designed to reduce customers’ costs by eliminating steps in their manufacturing processes, reducing the number of parts in an assembly, or by

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improving the quality of customers’ assembled products. Typically, the development of such products is accomplished by working closely with customers on specific applications. Research and development expenses were $198,536,000 in 2009, $212,658,000 in 2008 and $197,595,000 in 2007.

The Company owns approximately 3,800 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 1,700 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 Company’s patents would not have a material effect on the Company’s results of operations or financial position.

Trademarks

Many of the Company’s products are sold under various owned or licensed trademarks, which are important to the Company. Among the most significant are: ITW, Acme, Alpine, Anaerobicos, Angleboard, Apex, Arborite, Ark-Les, Avery Berkel, Avery Weigh-Tronix, Bernard, Betaprint, Binks, Buehler, Buildex, Bycotest, Chemtronics, Covid, Cullen, Deltar, Densit, Devcon, DeVilbiss, Dymon, Dynatec, Dynatruss, Electrocal, Euromere, Evercoat, E-Z Anchor, Fastex, Filtertek, Foilmark, Forte, Foster, Franklynn, Futura Coatings, Gamko, Gema, GSE, Gymcol, Hartness, Hi-Cone, Hobart, Instron, Intellibuild, Keps, Kester, Krafft, Lachenmeier, Lebo, Loma, LPS, Luvex, Magna, Magnaflux, Meyercord, Miller, Mima, Minigrip, Nexus, NorDen, Nylex, Orbitalum, Orgapack, Pacific Polymers, Paktron, Paslode, Peerless, Permatex, Plexus, Polymark, Polyrey, Pro/Mark, Pryda, QMI, QSA, Quipp, Racor, Ramset, Ransburg, Red Head, Resopal, Reyflex, Riderite, Rippey, Rockwell, Rocol, Sentinel, Shakeproof, Shore, Signode, Simco, Solplas, Sonotech, Space Bag, Spectrum, Speedline, Spiroid, SPIT, Spray Nine, Stero, Stokvis, Strapex, Tapcon, Teks, Tempil, Tenax, Texwipe, Traulsen, Tregaskiss, Truswal Systems, Trymer, Valeron, Versachem, Vitronics Soltec, Vulcan, Wachs, WERCS, Wilsonart, Wynn’s 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 Company’s capital expenditures, competitive position, financial position or results of operations.

Various legislative and administrative regulations concerning environmental issues have become effective or are under consideration in many parts of the world relating to manufacturing processes and the sale or use of certain products. To date, such developments have not had a substantial adverse impact on the Company’s revenues or earnings. The Company has made considerable efforts to develop and sell environmentally compatible products.

Employees

The Company employed approximately 59,000 persons as of December 31, 2009 and considers its employee relations to be excellent.

International

The Company’s international operations include subsidiaries and joint ventures in 56 foreign countries on six continents. These operations serve such end markets as construction, general industrial, automotive, food institutional/restaurant and service, food and beverage, electronics, consumer durables, primary metals, and others on a worldwide basis. The Company’s revenues from sales to customers outside the United States were approximately 57% of revenues in 2009, 58% of revenues in 2008 and 55% of revenues in 2007.

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Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Segment Information note in Item 8. Financial Statements and Supplementary Data 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. Additional risks of our international operations are described under “Item 1A. Risk Factors.”

Executive Officers

Executive Officers of the Company as of February 26, 2010 were as follows:

Name	Office	Age
Sharon M. Brady	Senior Vice President, Human Resources		59
Robert E. Brunner	Executive Vice President		52
Timothy J. Gardner	Executive Vice President		54
Philip M. Gresh, Jr.	Executive Vice President		61
Thomas J. Hansen	Vice Chairman		61
Craig A. Hindman	Executive Vice President		55
Ronald D. Kropp	Senior Vice President & Chief Financial Officer		44
Roland M. Martel	Executive Vice President		55
Steven L. Martindale	Executive Vice President		53
David C. Parry	Executive Vice President		56
E. Scott Santi	Vice Chairman		48
Randall J. Scheuneman	Vice President & Chief Accounting Officer		42
David B. Speer	Chairman & Chief Executive Officer		58
Allan C. Sutherland	Senior Vice President, Taxes & Investments		46
Juan Valls	Executive Vice President		48
Jane L. Warner	Executive Vice President		63
James H. Wooten, Jr.	Senior Vice President, General Counsel & Corporate Secretary		61

The executive officers of the Company serve at the pleasure of the Board of Directors. Except for Mses. Brady and Warner and Messrs. Brunner, Gardner, Kropp, Martel, Martindale, Parry, Scheuneman, Valls 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. From 1998 to 2006, she was Vice President and Chief Human Resource Officer of Snap-On Inc. Ms. Warner was elected Executive Vice President in 2007. Prior to joining the Company in 2005 as President of worldwide finishing, she was President of Plexus Systems and a Vice President of EDS. 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. Gardner was elected Executive Vice President in 2009. He joined the Company in 1997 and has held various sales and management positions in the consumer packaging businesses. Most recently, he served as Group President of the consumer packaging businesses. Mr. Kropp was elected Senior Vice President & 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 from 2005 to 2009. 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. Martindale was elected Executive Vice President in 2008. Prior to joining the Company in 2005 as President of test and measurement, he was Chief Financial Officer and Chief Operating Officer of Instron. 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. Scheuneman was

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appointed Vice President and Chief Accounting Officer in 2009. Prior to joining the Company in 2009, he held several financial leadership positions at W.W. Grainger, Inc., including Vice President, Finance, for the Lab Safety Supply business from 2006 to 2009, and Vice President, Internal Audit, from 2002 to 2006. He was appointed Principal Accounting Officer in 2009. Mr. Valls was elected Executive Vice President in 2007. Prior to this, he was Vice President and General Manager of ITW Delfast International. He joined the Company in 1989 and has held various management positions in the European automotive businesses. Mr. Wooten was elected Senior Vice President, General Counsel & Corporate Secretary in 2006. He joined the Company in 1988 and has held positions of increasing responsibility in the legal department.

Available Information

The Company electronically files reports with the Securities and Exchange Commission (SEC). The public may read and copy any materials the Company has filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Copies of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are also available free of charge through the Company’s website (www.itw.com), as soon as reasonably practicable after electronically filing with or otherwise furnishing such information to the SEC, and are available in print to any shareholder who requests it. Also posted on the Company’s website are the following:

•  Statement of Principles of Conduct;

•  Code of Ethics for CEO and key financial and accounting personnel;

•  Charters of the Audit, Corporate Governance and Nominating and Compensation Committees of the Board of Directors; and

•  Corporate Governance Guidelines.

ITEM 1A.  Risk Factors

The Company’s 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.

A downturn or further downturn in the markets served by the Company could materially adversely affect results.

Substantially all of the Company’s businesses directly or indirectly serve markets that were adversely impacted by the recent global economic crisis. Although improvement is expected, the timing of any economic recovery in the markets we serve remains uncertain. A further downturn in one or more of our significant markets could have a material adverse effect on the Company’s business, results of operations or financial condition.

The global nature of our operations subjects the Company to political and economic risks that could adversely affect our business, results of operations or financial condition.

The Company currently operates in 57 countries. In 2009, approximately 57% of the Company’s revenues were generated from sales to customers outside of the United States. As the Company continues to expand its global footprint, these sales may represent an increasing portion of the Company’s revenues. The risks inherent in our global operations include:

•  fluctuation in currency exchange rates;

•  limitations on ownership and on repatriation of earnings;

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•  transportation delays and interruptions;

•  political, social and economic instability and disruptions;

•  government embargoes or foreign trade restrictions;

•  the imposition of duties and tariffs and other trade barriers;

•  import and export controls;

•  labor unrest and current and changing regulatory environments;

•  the potential for nationalization of enterprises;

•  difficulties in staffing and managing multi-national operations;

•  limitations on its ability to enforce legal rights and remedies; and

•  potentially adverse tax consequences.

If the Company is unable to successfully manage these and other risks associated with managing and expanding its international businesses, the risks could have a material adverse effect on the Company’s business, results of operations or financial condition.

Our acquisition of businesses could negatively impact our profitability and return on invested capital.

As part of our business strategy, we acquire businesses in the ordinary course. Our acquisitions involve a number of risks and financial, accounting, managerial and operational challenges, including the following, any of which could adversely affect our growth and profitability:

•  Any acquired business, technology, service or product could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with our anticipated timetable.

•  Acquisitions could cause our financial results to differ from our expectations in any given fiscal period, or over the long term.

•  Acquisition-related earnings charges could adversely impact operating results, particularly in light of the adoption of the new accounting guidance related to business combinations, which applies to any acquisition completed in 2009 or later. Under the new accounting guidance, we are required to expense a number of acquisition-related items that under previous accounting rules did not impact our income statement.

•  Acquisitions could place unanticipated demands on our management, operational resources and financial and internal control systems.

•  We may assume by acquisition unknown liabilities, known contingent liabilities that become realized or known liabilities that prove greater than anticipated. The realization of any of these liabilities may increase our expenses or adversely affect our financial position.

•  As a result of our acquisitions, we have recorded significant goodwill and other identifiable intangible assets on our balance sheet. If we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets.

Our defined benefit pension plans are subject to financial market risks that could adversely affect our results of operations and cash flows.

The performance of the financial markets and interest rates impact our funding obligations under our defined benefit pension plans. Significant changes in market interest rates, decreases in the fair value of plan assets and investment losses on plan assets may increase our funding obligations and adversely impact our results of operations and cash flows.

A significant fluctuation between the U.S. dollar and other currencies could adversely impact our operating income.

Although the Company’s financial results are reported in U.S. dollars, a significant portion of our sales and operating costs are realized in other currencies, with the largest concentration of foreign sales occurring in Europe. The Company’s profitability is affected by movements of the U.S. dollar against the euro and other foreign currencies in which we generate revenues and incur expenses. Significant long-term fluctuations in

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relative currency values, in particular an increase in the value of the U.S. dollar against foreign currencies, could have an adverse effect on our profitability and financial condition.

Further diminished credit availability could adversely impact our ability to readily obtain financing.

A further deterioration in world financial markets and decreases in credit availability could make it more difficult for us to obtain financing when desired or cause the cost of financing to increase.

Raw material price increases and supply shortages could adversely affect results.

The supply of raw materials to the Company and to its component parts suppliers 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 Company’s results of operations and profit margins. Due to pricing pressure or other factors, the Company may not be able to pass along increased raw material and components parts prices to its customers in the form of price increases or its ability to do so could be delayed. Consequently, its results of operations and financial condition may be adversely affected.

If the Company is unable to successfully introduce new products or adequately protect its intellectual property, its future growth may be impaired.

The Company’s 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 reduce future revenues and adversely affect the Company’s competitive position.

Protecting the Company’s 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 Company’s intellectual property may be challenged or infringed upon by third parties, particularly in countries where property rights are not highly developed or protected, 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 Company’s intellectual property rights or inability to preserve existing intellectual property rights could adversely impact the Company’s competitive position and results of operations.

An unfavorable environment for making acquisitions may adversely affect the Company’s growth rate.

The Company has historically followed a strategy of identifying and acquiring businesses with complementary products and services as well as larger acquisitions that represent potential new platforms. 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 growth rate 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 Company’s effective tax rate could be adversely affected by changes in the mix of earnings among countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets or tax laws. The amount of income taxes and other taxes are 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 recorded, future financial results may include unfavorable tax adjustments.

10

Potential adverse outcome in legal proceedings may adversely affect results.

The Company’s 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. The Company currently maintains insurance programs consisting of self insurance up to certain limits and excess insurance coverage for claims over established limits. There can be no assurance that the Company will be able to obtain insurance on acceptable terms or that its insurance programs will provide adequate protection against actual losses. In addition, the Company is subject to the risk that one or more of its insurers may become insolvent and become unable to pay claims that may be made in the future. Even if it maintains adequate insurance programs, successful claims could have a material adverse effect on the Company’s financial condition, liquidity and results of operations and on the ability to obtain suitable or adequate insurance in the future.

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, that may be identified by the use of words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “guidance,” and other similar words, including, without limitation, statements regarding the availability of raw materials and energy, the expiration of any one of the Company’s patents, the cost of compliance with environmental regulations, the anticipated improvement of worldwide end markets in 2010, the adequacy of internally generated funds and credit facilities, the meeting of dividend payout objectives, the ability to fund debt service obligations, payments under guarantees, the Company’s portion of future benefit payments related to pension and postretirement benefits, expected contributions to defined benefit plans, the availability of additional financing, the outcome of outstanding legal proceedings, the impact of adopting new accounting pronouncements and the estimated timing and amount related to the resolution of tax matters. 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 includes those risks described above. These risks 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 ITW’s 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.

ITEM 1B.  Unresolved Staff Comments

Not applicable.

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ITEM 2.  Properties

As of December 31, 2009, the Company operated the following plants and office facilities, excluding regional sales offices and warehouse facilities:

	Number
	Of		Floor Space
	Properties		Owned		Leased		Total
			(In millions of square feet)
Transportation		105		4.5		2.7		7.2
Industrial Packaging		117		8.1		3.7		11.8
Food Equipment		41		3.6		0.6		4.2
Power Systems & Electronics		83		5.2		1.3		6.5
Construction Products		86		2.9		1.6		4.5
Polymers & Fluids		90		1.6		1.5		3.1
Decorative Surfaces		12		4.1		—		4.1
All Other		183		6.7		3.1		9.8
Corporate		38		3.0		0.3		3.3
Total		755		39.7		14.8		54.5

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 Company’s properties are primarily of steel, brick or concrete construction and are maintained in good operating condition. Productive capacity, in general, currently exceeds operating levels. Capacity levels are somewhat flexible based on the number of shifts operated and on the number of overtime hours worked. The Company adds productive capacity from time to time as required by increased demand. Additions to capacity can be made within a reasonable period of time due to the nature of the businesses.

ITEM 3.  Legal Proceedings

Not applicable.

ITEM 4.  Submission of Matters to a Vote of Security Holders

Not applicable.

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PART II

ITEM 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock Price and Dividend Data — The common stock of Illinois Tool Works Inc. was listed on the New York Stock Exchange for 2009 and 2008. Quarterly market price and dividend data for 2009 and 2008 were as shown below:

	Market Price				Dividends
	Per Share				Declared
	High		Low		Per Share
2009:
Fourth quarter	$	51.16	$	40.77	$	.31
Third quarter		44.91		34.47		.31
Second quarter		38.97		29.69		.31
First quarter		37.47		25.60		.31
2008:
Fourth quarter	$	43.90	$	28.50	$	.31
Third quarter		51.00		41.95		.31
Second quarter		55.59		46.22		.28
First quarter		53.98		45.02		.28

The approximate number of holders of record of common stock as of January 29, 2010 was 10,431. This number does not include beneficial owners of the Company’s securities held in the name of nominees.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

* $100 Invested on 12/31/04 in stock or index funds, including reinvestment of dividends. Fiscal year ending December 31.

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ITEM 6.  Selected Financial Data

In Thousands except per share amounts	2009		2008		2007		2006		2005
Operating revenues	$	13,877,068	$	17,100,341	$	16,110,267	$	13,788,346	$	12,540,360
Income from continuing operations		969,490		1,691,093		1,827,691		1,680,551		1,480,435
Income from continuing operations per common share:
Basic		1.94		3.26		3.31		2.97		2.59
Diluted		1.93		3.24		3.29		2.95		2.57
Total assets at year-end		16,081,984		15,203,551		15,525,862		13,880,439		11,445,643
Long-term debt at year-end		2,914,874		1,247,883		1,888,839		955,610		958,321
Cash dividends declared per common share		1.24		1.18		.98		.75		.61

Certain reclassifications of prior years’ data have been made to conform with current year reporting.

On January 1, 2009, the Company adopted new accounting guidance related to business combinations. The new accounting guidance requires an entity to recognize assets acquired, liabilities assumed, contractual contingencies and contingent consideration at their fair value on the acquisition date. This new guidance also requires prospectively that (1) acquisition-related costs be expensed as incurred; (2) restructuring costs generally be recognized as post-acquisition expenses; and (3) changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period impact income tax expense. Refer to the Acquisitions note in Item 8. Financial Statements and Supplementary Data for discussion of the change in accounting principle.

On January 1, 2009, the Company adopted new accounting guidance on fair value measurements for all nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value on a nonrecurring basis. The new accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants and provides guidance for measuring fair values and the necessary disclosures. Refer to the Goodwill and Intangible Assets note in Item 8. Financial Statements and Supplementary Data for discussion of the change in accounting principle.

On January 1, 2008, the Company adopted new accounting guidance related to defined benefit plans which required the Company to change its measurement date to correspond with the Company’s fiscal year-end. The Company previously used a September 30 measurement date. Refer to the Pension and Other Postretirement Benefits note in Item 8. Financial Statements and Supplementary Data for discussion of the effect of the change in accounting principle.

On January 1, 2007, the Company adopted new accounting guidance that addresses how a change or projected change in the timing of cash flows relating to income taxes generated by a leveraged lease transaction affects the accounting by a lessor for that lease. Refer to the Investments note in Item 8. Financial Statements and Supplementary Data for discussion of the change in accounting principle.

On December 31, 2006, the Company adopted new accounting guidance that requires employers to recognize the overfunded or underfunded status of defined benefit pension and other 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.

Information on the comparability of results is included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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ITEM 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

Illinois Tool Works Inc. (the “Company” or “ITW”) is a multinational manufacturer of a diversified range of industrial products and equipment with approximately 840 operations in 57 countries. These 840 businesses are internally reported as 60 operating segments to senior management. The Company’s 60 operating segments have been aggregated into the following eight external reportable segments: Transportation; Industrial Packaging; Food Equipment; Power Systems & Electronics; Construction Products; Polymers & Fluids; Decorative Surfaces; and All Other.

In August 2008, the Company’s Board of Directors authorized the divestiture of the Decorative Surfaces segment which was subsequently classified as a discontinued operation. In May 2009, the Company’s Board of Directors rescinded its earlier resolution to divest the Decorative Surfaces segment and, accordingly, all periods presented have been restated to present the Decorative Surfaces segment as a continuing operation.

Due to the large number of diverse businesses and the Company’s highly decentralized operating style, the Company does not require its businesses to provide detailed information on operating results. Instead, the Company’s corporate management collects data on several key measurements: operating revenues, operating income, operating margins, overhead costs, number of months on hand in inventory, days sales outstanding in accounts receivable, past due receivables and return on invested capital. These key measures are monitored by management and significant changes in operating results versus current trends in end markets and variances from forecasts are discussed with operating unit management.

The results of each segment are analyzed by identifying the effects of changes in the results of the base businesses, newly acquired companies, restructuring costs, goodwill and intangible impairment charges, and currency translation on the operating revenues and operating income of each segment. Base businesses are those businesses that have been included in the Company’s results of operations for more than 12 months. The changes to base business operating income include the estimated effects of both operating leverage and changes in variable margins and overhead costs. Operating leverage is the estimated effect of the base business revenue changes on operating income, assuming variable margins remain the same as the prior period. As manufacturing and administrative overhead costs usually do not significantly change as a result of revenues increasing or decreasing, the percentage change in operating income due to operating leverage is usually more than the percentage change in the base business revenues.

A key element of the Company’s 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 Company’s 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 Company’s 840 operations utilize the 80/20 process in various aspects of their business. Common applications of the 80/20 business process include:

•  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.

•  Segmenting the customer base by focusing on the 80/20 customers separately and finding alternative ways to serve the 20/80 customers.

•  Simplifying the supplier base by partnering with 80/20 suppliers and reducing the number of 20/80 suppliers.

•  Designing business processes, systems and measurements around the 80/20 activities.

The result of the application of this 80/20 business process is that the Company has over time improved its long-term 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 businesses that have operating results below expectations to help those businesses better apply this 80/20 business process and improve their results.

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CONSOLIDATED RESULTS OF OPERATIONS

The Company’s consolidated results of operations for 2009, 2008 and 2007 are summarized as follows:

Dollars in thousands	2009			2008			2007
Operating revenues	$	13,877,068		$	17,100,341		$	16,110,267
Operating income		1,385,979			2,501,286			2,627,766
Margin %		10.0	%		14.6	%		16.3	%

In 2009 and 2008, the changes in revenues, operating income and operating margins over the prior year were primarily due to the following factors:

	2009 Compared to 2008									2008 Compared to 2007
							% Point Increase									% Point Increase
	% Increase (Decrease)						(Decrease)			% Increase (Decrease)						(Decrease)
	Operating			Operating			Operating			Operating			Operating			Operating
	Revenues			Income			Margins			Revenues			Income			Margins
Base business:
Revenue change/Operating leverage		(18.4	)%		(51.8	)%		(6.0	)%		(2.6	)%		(6.0	)%		(0.6	)%
Changes in variable margins and overhead costs		—			21.2			3.8			—			(1.7	)		(0.3	)
		(18.4	)		(30.6	)		(2.2	)		(2.6	)		(7.7	)		(0.9	)
Acquisitions and divestitures		4.2			—			(0.6	)		6.0			1.4			(0.7	)
Restructuring costs		—			(4.1	)		(0.7	)		—			(1.0	)		(0.2	)
Impairment of goodwill and intangibles		—			(4.1	)		(0.7	)		—			—			—
Translation		(4.8	)		(5.8	)		(0.4	)		2.8			2.5			—
Other		0.2			—			—			(0.1	)		—			0.1
		(18.8	)%		(44.6	)%		(4.6	)%		6.1	%		(4.8	)%		(1.7	)%

Operating Revenues

Revenues decreased 18.8% in 2009 versus 2008 primarily due to lower base revenues and the unfavorable effect of currency translation, mainly due to the strengthening of the dollar, partially offset by revenues from acquisitions. Total base revenues declined 18.4% in 2009 versus 2008. Base revenues declined 21.6% and 14.9% for North American and international businesses, respectively, as both were adversely affected by the global recession and weak industrial production in related end markets throughout 2009. The Company anticipates modest expansion in a variety of worldwide end markets in 2010.

Revenues increased 6.1% in 2008 over 2007 primarily due to revenues from acquisitions and the favorable effect of currency translation in the first three quarters of 2008, due to a weakened dollar, partially offset by a decrease in base revenues. During 2008, 50 businesses were acquired worldwide with international businesses representing approximately 39% of the annualized acquired revenues. Base revenues decreased in 2008 versus 2007 due to a 4.8% decline in North American base revenues and flat international base revenues. North American base businesses were adversely affected by steep declines in macro economic trends and related weak industrial production, and a continued decline in the construction and automotive markets. In addition, there was a significant decrease in international industrial production in the fourth quarter of 2008.

Operating Income

Operating income declined 44.6% in 2009 versus 2008 due to the decline in base revenues, the negative effect of currency translation, increased restructuring charges and increased goodwill and intangible

16

impairment charges. In 2009, the Company recorded impairment charges of $90.0 million and $15.6 million against goodwill and intangibles, respectively. The goodwill and intangible impairments were primarily related to new reporting units which were acquired over the last few years before the recent economic downturn. These charges were driven primarily by lower current forecasts compared to the expected forecasts at the time the reporting units were acquired. The higher restructuring charges reflect the Company’s efforts to reduce costs in response to weak economic conditions. Improvements in base variable margins and lower overhead costs increased base margins 3.8% in 2009, as the cumulative benefits of restructuring projects began to be realized and selling price versus material cost comparisons were favorable. Total margins declined by 4.6% in 2009 primarily due to the declines in base revenues, restructuring charges and the goodwill and intangible impairment charges.

Operating income in 2008 declined 4.8% versus 2007 due to the decline in base revenues and increased restructuring charges, partially offset by the positive effect of currency translation and income from acquisitions. Total margins declined 1.7% primarily due to the declines in base revenues and the lower margins of acquired companies including acquisition-related expenses, which reduced overall margins. Restructuring projects and other cost control measures were implemented in 2008 to better align operating businesses with declining economic conditions, which helped keep overhead expenses favorable to 2007 and partially offset declines in variable margins.

TRANSPORTATION

Businesses in this segment produce components, fasteners, fluids and polymers, as well as truck remanufacturing and related parts and service.

In the Transportation segment, products and services include:

•  metal and plastic components, fasteners and assemblies for automobiles and light trucks;

•  fluids and polymers for auto aftermarket maintenance and appearance;

•  fillers and putties for auto body repair;

•  polyester coatings and patch and repair products for the marine industry; and

•  truck remanufacturing and related parts and service.

In 2009, this segment primarily served the automotive original equipment manufacturers and tiers (56%) and automotive aftermarket (28%) markets.

The results of operations for the Transportation segment for 2009, 2008 and 2007 were as follows:

Dollars in thousands	2009			2008			2007
Operating revenues	$	2,070,938		$	2,347,366		$	2,214,413
Operating income		153,674			276,900			372,567
Margin %		7.4	%		11.8	%		16.8	%

17

In 2009 and 2008, the changes in revenues, operating income and operating margins over the prior year were primarily due to the following factors:

	2009 Compared to 2008									2008 Compared to 2007
							% Point Increase									% Point Increase
	% Increase (Decrease)						(Decrease)			% Increase (Decrease)						(Decrease)
	Operating			Operating			Operating			Operating			Operating			Operating
	Revenues			Income			Margins			Revenues			Income			Margins
Base business:
Revenue change/Operating leverage		(15.8	)%		(49.2	)%		(4.7	)%		(8.5	)%		(19.6	)%		(2.0	)%
Changes in variable margins and overhead costs		—			23.1			3.3			—			(7.8	)		(1.4	)
		(15.8	)		(26.1	)		(1.4	)		(8.5	)		(27.4	)		(3.4	)
Acquisitions and divestitures		9.1			(0.5	)		(1.0	)		10.9			0.2			(1.4	)
Restructuring costs		—			(4.0	)		(0.6	)		—			(1.9	)		(0.4	)
Impairment of goodwill and intangibles		—			(5.2	)		(0.7	)		—			—			—
Translation		(5.1	)		(8.6	)		(0.7	)		3.6			3.5			0.2
Other		—			(0.1	)		—			—			(0.1	)		—
		(11.8	)%		(44.5	)%		(4.4	)%		6.0	%		(25.7	)%		(5.0	)%

Operating Revenues

Revenues declined 11.8% in 2009 versus 2008 due to declines in base revenues and the unfavorable effect of currency translation. Acquisition revenues partially mitigated the base revenue decrease and was primarily related to the purchase of a North American truck remanufacturing and related parts and service business in the third quarter of 2008. Worldwide automotive base revenues declined 19.4% for the full year. North American automotive base revenues declined 24.0% in 2009 due to a decline in car builds of 32%. International automotive base revenues declined 14.6% in 2009 due to a 24% decline in European car builds. The automotive aftermarket businesses, which were less impacted by the economic downturn, declined 7.8%.

Revenues increased 6.0% in 2008 over 2007 due to acquisitions and the favorable effect of currency translation partially offset by an 8.5% decline in base revenues. Acquisition revenue was primarily related to the purchase of a North American truck remanufacturing and related parts and service business and a worldwide components business. Base revenues for the North American automotive businesses declined 15.2% primarily due to a 16% decline in automotive production by the North American automotive manufacturers. The decline in automotive builds was driven by low consumer demand and existing high inventory levels. International base automotive revenues declined 6.3% due to unfavorable customer mix and a 3% decline in European vehicle production. Base revenues for the automotive aftermarket businesses in this segment increased 2.3% mainly due to strong sales of automotive additives from North American businesses to Chinese end markets.

Operating Income

Operating income decreased 44.5% in 2009 versus 2008 primarily due to the decline in base revenues described above, the unfavorable effect of currency translation and higher restructuring charges. In addition, a $12.0 million goodwill impairment charge was recorded in the third quarter of 2009 related to the North American truck remanufacturing and related parts and service business. The increase in restructuring charges is primarily due to continued efforts to reduce costs in response to the decline in worldwide automotive production. Total operating margins declined by 4.4% primarily due to the decline in base revenues described above, partially offset by reductions in overhead expenses, favorable selling price versus material cost comparisons and benefits of restructuring projects.

18

Operating income decreased 25.7% in 2008 versus 2007 primarily due to the negative leverage effect of the decline in base revenues described above, lower base margins and higher restructuring charges partially offset by the favorable impact of currency translation. The increase in operating expenses is primarily due to unrecovered raw material price increases and competitive pricing pressure. Base margins declined 3.4% primarily due to the reduction in base revenues, start up costs to support production at foreign-owned manufacturers operating in North America and additional accounts receivable bad debt reserves.

INDUSTRIAL PACKAGING

Businesses in this segment produce steel, plastic and paper products and equipment used for bundling, shipping and protecting goods in transit.

In the Industrial Packaging segment, products include:

•  steel and plastic strapping and related tools and equipment;

•  plastic stretch film and related equipment;

•  paper and plastic products that protect goods in transit; and

•  metal jacketing and other insulation products.

In 2009, this segment primarily served the general industrial (29%), primary metals (20%), food and beverage (12%) and construction (10%) markets.

The results of operations for the Industrial Packaging segment for 2009, 2008 and 2007 were as follows:

Dollars in thousands	2009			2008			2007
Operating revenues	$	1,895,704		$	2,618,922		$	2,414,860
Operating income		88,755			281,134			301,251
Margin %		4.7	%		10.7	%		12.5	%

In 2009 and 2008, the changes in revenues, operating income and operating margins over the prior year were primarily due to the following factors:

	2009 Compared to 2008									2008 Compared to 2007
							% Point Increase									% Point Increase
	% Increase (Decrease)						(Decrease)			% Increase (Decrease)						(Decrease)
	Operating			Operating			Operating			Operating			Operating			Operating
	Revenues			Income			Margins			Revenues			Income			Margins
Base business:
Revenue change/Operating leverage		(22.8	)%		(86.4	)%		(8.9	)%		0.2	%		0.2	%		—	%
Changes in variable margins and overhead costs		—			30.7			4.3			—			(9.1	)		(1.1	)
		(22.8	)		(55.7	)		(4.6	)		0.2			(8.9	)		(1.1	)
Acquisitions		1.2			(0.2	)		(0.1	)		4.8			2.9			(0.2	)
Restructuring costs		—			(4.4	)		(0.6	)		—			(3.7	)		(0.5	)
Impairment of goodwill and intangibles		—			—			—			—			0.1			—
Translation		(6.0	)		(8.1	)		(0.8	)		3.5			2.8			—
Other		—			—			0.1			—			0.1			—
		(27.6	)%		(68.4	)%		(6.0	)%		8.5	%		(6.7	)%		(1.8	)%

Operating Revenues

Revenues decreased 27.6% in 2009 versus 2008 primarily due to lower base revenues and the unfavorable impact of currency translation. Base revenues declined 34.6% for the North American strapping businesses largely due to declines in consumable and equipment volume in key end markets such as primary metals,

19

construction and general industrial. The international strapping businesses declined 25.4% which were adversely affected by the continued global decline in the industrial production and construction end markets. Worldwide stretch and protective packaging declined 20.0% and 4.7%, respectively.

Revenues increased 8.5% in 2008 over 2007 primarily due to revenues from acquired companies and the favorable effect of currency translation. The increase in acquisition revenue was primarily due to the purchase of a European industrial packaging business, a European stretch packaging business, a U.S. protective packaging business and a U.S. equipment business. Total base revenues were virtually flat as a 1.2% and 30.9% increase related to international strapping and worldwide insulation systems, respectively, were offset by a 6.0% and 2.7% decrease related to North American strapping and worldwide protective packaging, respectively. These businesses were especially affected by weakness in the North American primary metals and construction end markets.

Operating Income

Operating income decreased 68.4% in 2009 versus 2008 primarily due to the negative leverage effect of the decline in base revenues described above, the negative effect of currency translation and higher restructuring charges. Base margins declined 4.6% primarily due to the decline in base revenues discussed above, partially offset by favorable selling price versus material cost comparisons and reduced overhead costs as the benefits of restructuring projects began to be realized.

Operating income declined 6.7% in 2008 versus 2007 primarily due to a decrease in base variable margins and increased restructuring charges partially offset by income from acquisitions and the favorable effect of currency translation. The decrease in base variable margins is primarily due to unfavorable selling price versus material cost comparisons and unfavorable product mix.

FOOD EQUIPMENT

Businesses in this segment produce commercial food equipment and related service.

In the Food Equipment segment, products and services include:

•  warewashing equipment;

•  cooking equipment, including ovens, ranges and broilers;

•  refrigeration equipment, including refrigerators, freezers and prep tables;

•  food processing equipment, including slicers, mixers and scales;

•  kitchen exhaust, ventilation and pollution control systems; and

•  food equipment service, maintenance and repair.

In 2009, this segment primarily served the food institutional/restaurant (47%), service (32%) and food retail (15%) markets.

The results of operations for the Food Equipment segment for 2009, 2008 and 2007 were as follows:

Dollars in thousands	2009			2008			2007
Operating revenues	$	1,859,277		$	2,133,186		$	1,930,281
Operating income		255,094			320,867			303,349
Margin %		13.7	%		15.0	%		15.7	%

20

In 2009 and 2008, the changes in revenues, operating income and operating margins over the prior year were primarily due to the following factors:

	2009 Compared to 2008									2008 Compared to 2007
							% Point Increase									% Point Increase
	% Increase (Decrease)						(Decrease)			% Increase (Decrease)						(Decrease)
	Operating			Operating			Operating			Operating			Operating			Operating
	Revenues			Income			Margins			Revenues			Income			Margins
Base business:
Revenue change/Operating leverage		(9.1	)%		(25.4	)%		(2.7	)%		1.8	%		4.9	%		0.5	%
Changes in variable margins and overhead costs		—			13.8			2.3			—			—			—
		(9.1	)		(11.6	)		(0.4	)		1.8			4.9			0.5
Acquisitions		1.3			—			(0.2	)		6.3			1.9			(0.6	)
Restructuring costs		—			(3.5	)		(0.6	)		—			(3.1	)		(0.5	)
Translation		(5.0	)		(5.4	)		(0.1	)		2.4			2.1			—
Other		—			—			—			—			—			(0.1	)
		(12.8	)%		(20.5	)%		(1.3	)%		10.5	%		5.8	%		(0.7	)%

Operating Revenues

Revenues decreased 12.8% in 2009 versus 2008 due to the decline in base business and the unfavorable effect of currency translation, partially offset by revenues from acquisitions. The acquired revenues were attributable to the acquisition of a European food equipment business. North American food equipment base revenues declined 11.2% while international food equipment base revenues declined 7.9% in 2009 as a result of weak demand across all worldwide markets. Base revenues for the North American institutional/restaurant businesses declined 14.7% as customers delayed equipment purchases. Base service revenues declined a moderate 1.2% as customers continued to maintain existing equipment.

Revenues increased 10.5% in 2008 over 2007 due to revenues from acquisitions, the favorable effect of currency translation and base revenue growth. The acquired revenues were primarily attributable to the acquisition of two food processing businesses and two European food equipment businesses. Internationally, base revenues increased 3.2% primarily due to strong institutional and service revenue growth in Asia-Pacific and Europe. North American base revenues were flat over 2007 as increased service revenues and retail sales were offset by lower demand for equipment in areas such as casual dining restaurants, hotels and airports.

Operating Income

Operating income declined 20.5% in 2009 versus 2008 due to the decrease in base revenues described above and the unfavorable effect of currency translation and restructuring charges. Base margins decreased 0.4% primarily due to the decline in base revenues, partially offset by margin gains from favorable selling price versus material cost comparisons, benefits from restructuring projects and favorable product mix.

Operating income increased 5.8% in 2008 over 2007 due to the positive effect of leverage from the revenue increase described above, the favorable effect of currency translation and income from acquisitions, partially offset by higher restructuring charges. Operating margins decreased 0.7% due to lower margins of acquired businesses and higher restructuring charges partially offset by margin gains from growth in base revenues.

POWER SYSTEMS & ELECTRONICS

Businesses in this segment produce equipment and consumables associated with specialty power conversion, metallurgy and electronics.

21

In the Power Systems & Electronics segment, products include:

•  arc welding equipment;

•  metal arc welding consumables and related accessories;

•  metal solder materials for PC board fabrication;

•  equipment and services for microelectronics assembly;

•  electronic components and component packaging; and

•  airport ground support equipment.

In 2009, this segment primarily served the general industrial (46%), electronics (16%) and construction (7%) markets.

The results of operations for the Power Systems & Electronics segment for 2009, 2008 and 2007 were as follows:

Dollars in thousands	2009			2008			2007
Operating revenues	$	1,614,472		$	2,356,853		$	2,245,514
Operating income		216,840			464,328			451,714
Margin %		13.4	%		19.7	%		20.1	%

In 2009 and 2008, the changes in revenues, operating income and operating margins over the prior year were primarily due to the following factors:

	2009 Compared to 2008									2008 Compared to 2007
							% Point Increase									% Point Increase
	% Increase (Decrease)						(Decrease)			% Increase (Decrease)						(Decrease)
	Operating			Operating			Operating			Operating			Operating			Operating
	Revenues			Income			Margins			Revenues			Income			Margins
Base business:
Revenue change/Operating leverage		(31.6	)%		(60.7	)%		(8.4	)%		0.2	%		0.5	%		—	%
Changes in variable margins and overhead costs		—			20.0			5.7			—			1.9			0.4
		(31.6	)		(40.7	)		(2.7	)		0.2			2.4			0.4
Acquisitions		2.4			(0.9	)		(0.7	)		3.2			(0.5	)		(0.7	)
Restructuring costs		—			(3.5	)		(1.0	)		—			(0.2	)		—
Impairment of goodwill and intangibles		—			(5.9	)		(1.7	)		—			(0.2	)		—
Translation		(2.4	)		(2.3	)		(0.2	)		1.5			1.3			—
Other		0.1			—			—			0.1			—			(0.1	)
		(31.5	)%		(53.3	)%		(6.3	)%		5.0	%		2.8	%		(0.4	)%

Operating Revenues

Revenues declined 31.5% in 2009 versus 2008 mainly due to declines in base revenues and the negative effect of currency translation. Revenues fell as end market demand continued to decline across the broad spectrum of industries that this segment serves, including key end markets such as commercial construction and general industrial. The revenue decrease was partially offset by 2008 acquisitions, including a welding equipment business and a PC board fabrication business. Worldwide base welding revenues declined 32.7% in 2009. North American welding base businesses declined 36.3% while international welding base businesses declined 23.5%. Base revenues for the electronics businesses fell 30.0% while base revenues in the PC board fabrication businesses fell 44.7%, both largely due to the decline in consumer demand for electronics during 2009.

22

Revenues increased 5.0% in 2008 over 2007 primarily due to revenues from acquisitions and the favorable effect of currency translation. Acquisitions included a worldwide PC board fabrication business and a welding accessories business. Overall base revenues grew a modest 0.2% mainly due to a 19.7% growth in international welding base businesses driven by strong demand in the energy, heavy fabrications and ship building end markets. North American welding base business declined 3.6% primarily due to weak North American industrial production and falling end market demand in key areas such as fabrication, construction, automotive and general industrial. Base revenues for the ground support businesses grew 4.4% related to higher worldwide demand for both military and commercial airport products. Base revenues for the PC board fabrication and electronics related businesses declined 9.4% and 2.4%, respectively, due to lower worldwide market demand, especially in consumer electronics.

Operating Income

Operating income decreased 53.3% in 2009 versus 2008 primarily due to the declines in base revenues described above, 2009 impairment charges, higher restructuring charges and the negative effect of currency translation. Goodwill and intangible asset impairment charges of $18.0 million and $6.7 million, respectively, were incurred in the PC board fabrication and welding accessories businesses in the first quarter of 2009. Base margins decreased 2.7% primarily due to the declines in base revenues, partially offset by favorable selling price versus material cost comparisons, benefits of restructuring projects and lower overhead costs.

Operating income increased 2.8% in 2008 over 2007 primarily due to lower operating expenses and reduced overhead spending within the PC board fabrication businesses as a result of 2007 and 2008 restructuring projects, and the favorable effect of currency translation. Total operating margins decreased 0.4% primarily due to lower margins from acquisitions after acquisition-related expenses.

CONSTRUCTION PRODUCTS

Businesses in this segment produce tools, fasteners and other products for construction applications.

In the Construction Products segment, products include:

•  fasteners and related fastening tools for wood and metal applications;

•  anchors, fasteners and related tools for concrete applications;

•  metal plate truss components and related equipment and software; and

•  packaged hardware, fasteners, anchors and other products for retail.

In 2009, this segment primarily served the residential construction (47%), commercial construction (26%) and renovation construction (24%) markets.

The results of operations for the Construction Products segment for 2009, 2008 and 2007 were as follows:

Dollars in thousands	2009			2008			2007
Operating revenues	$	1,529,510		$	1,990,683		$	2,064,477
Operating income		97,864			244,822			289,064
Margin %		6.4	%		12.3	%		14.0	%

23

In 2009 and 2008, the changes in revenues, operating income and operating margins over the prior year were primarily due to the following factors:

	2009 Compared to 2008									2008 Compared to 2007
							% Point Increase									% Point Increase
	% Increase (Decrease)						(Decrease)			% Increase (Decrease)						(Decrease)
	Operating			Operating			Operating			Operating			Operating			Operating
	Revenues			Income			Margins			Revenues			Income			Margins
Base business:
Revenue change/Operating leverage		(16.9	)%		(59.2	)%		(6.3	)%		(7.3	)%		(21.8	)%		(2.2	)%
Changes in variable margins and overhead costs		—			13.3			2.0			—			1.7			0.3
		(16.9	)		(45.9	)		(4.3	)		(7.3	)		(20.1	)		(1.9	)
Acquisitions		0.7			(1.0	)		(0.2	)		0.5			(0.9	)		(0.2	)
Restructuring costs		—			(1.9	)		(0.3	)		—			2.2			0.3
Impairment of goodwill and intangibles		—			—			—			—			—			—
Translation		(7.0	)		(11.2	)		(1.1	)		3.3			3.5			0.1
Other		—			—			—			(0.1	)		—			—
		(23.2	)%		(60.0	)%		(5.9	)%		(3.6	)%		(15.3	)%		(1.7	)%

Operating Revenues

Revenues declined 23.2% in 2009 versus 2008 primarily as a result of the decline in base revenues and the unfavorable effect of currency translation. Base revenues for the North American, European and Asia-Pacific regions decreased 26.7%, 22.9% and 1.1%, respectively, primarily due to ongoing weakness in the residential and commercial construction markets in North America and Europe. U.S. housing starts declined 14% on an annualized basis in 2009. In addition, U.S. commercial construction square footage activity fell 46% for the year versus 2008. The Asia-Pacific region outperformed other regions largely due to better customer activity in Australia and New Zealand.

Revenues declined 3.6% in 2008 versus 2007 largely as a result of a 7.3% decline in base business partially offset by the favorable effect of currency translation. Base revenues for the North American and European businesses declined 14.6% and 7.0%, respectively, in 2008 while revenues for the Asia-Pacific region increased 4.4% on strong first half 2008 market demand and new product introductions. This decline in base revenues was a result of weakness in the residential and commercial construction markets in North America and Europe as indicated by a 31% and 19% decline in U.S. housing starts and commercial construction square footage activity, respectively, in 2008. European construction activity slowed substantially in the fourth quarter of 2008.

Operating Income

Operating income decreased 60.0% in 2009 versus 2008 primarily due to the base revenue decline described above. In addition, the unfavorable effect of currency translation and higher restructuring charges contributed to the lower income and margins. Base margins declined 4.3% as reduced operating expenses, including favorable selling price versus material cost comparisons and benefits from restructuring projects were more than offset by the effect of lower base revenues.

Operating income and margins decreased 15.3% and 1.7%, respectively, in 2008 versus 2007 primarily due to the revenue decline described above partially offset by the favorable effect of currency translation, lower restructuring charges and lower operating costs resulting from prior year restructuring projects and tight cost controls.

24

POLYMERS & FLUIDS

Businesses in this segment produce adhesives, sealants, lubrication and cutting fluids and hygiene products.

In the Polymers & Fluids segment, products include:

•  adhesives for industrial, construction and consumer purposes;

•  chemical fluids that clean or add lubrication to machines;

•  epoxy and resin-based coating products for industrial applications;

•  hand wipes and cleaners for industrial applications; and

•  pressure-sensitive adhesives and components for telecommunications, electronics, medical and transportation applications.

In 2009, this segment primarily served the general industrial (31%), construction (14%), maintenance, repair and operations “MRO” (12%) and automotive aftermarket (7%) markets.

The results of operations for the Polymers & Fluids segment for 2009, 2008 and 2007 were as follows:

Dollars in thousands	2009			2008			2007
Operating revenues	$	1,155,838		$	1,249,653		$	944,851
Operating income		70,396			180,040			158,813
Margin %		6.1	%		14.4	%		16.8	%

In 2009 and 2008, the changes in revenues, operating income and operating margins over the prior year were primarily due to the following factors:

	2009 Compared to 2008									2008 Compared to 2007
							% Point Increase									% Point Increase
	% Increase (Decrease)						(Decrease)			% Increase (Decrease)						(Decrease)
	Operating			Operating			Operating			Operating			Operating			Operating
	Revenues			Income			Margins			Revenues			Income			Margins
Base business:
Revenue change/Operating leverage		(12.4	)%		(36.3	)%		(3.9	)%		(0.5	)%		0.6	%		0.2	%
Changes in variable margins and overhead costs		—			22.4			3.7			—			(0.5	)		(0.1	)
		(12.4	)		(13.9	)		(0.2	)		(0.5	)		0.1			0.1
Acquisitions		11.0			(1.9	)		(1.2	)		28.9			9.8			(2.6	)
Restructuring costs		—			(4.4	)		(0.7	)		—			—			—
Impairment of goodwill and intangibles		—			(33.4	)		(5.5	)		—			0.5			0.1
Translation		(6.1	)		(7.3	)		(0.7	)		3.6			3.0			—
Other		—			—			—			0.3			—			—
		(7.5	)%		(60.9	)%		(8.3	)%		32.3	%		13.4	%		(2.4	)%

Operating Revenues

Revenues decreased 7.5% in 2009 versus 2008 due to lower base revenues and the unfavorable effect of currency translation partially offset by revenues from acquisitions. Acquisition revenue was primarily the result of the purchase of a pressure sensitive adhesives business and two construction adhesives businesses in 2008. Total base revenues declined 12.4% primarily due to continued weakness in worldwide industrial production and construction end markets. Worldwide base revenues for the fluids businesses declined 10.1% while base revenues for the polymers businesses declined 15.0% in 2009.

Revenues increased 32.3% in 2008 over 2007 primarily due to revenues from acquisitions and the favorable effect of currency translation. Acquisition revenue was primarily the result of the purchase of two pressure

25

sensitive adhesives businesses, an international fluid products business, two polymers businesses, two North American construction adhesives businesses and a South American sealant business. Total base revenues were essentially flat as a 2.2% increase in worldwide polymers revenues was offset by a 3.6% decline in worldwide fluids revenues. Strong growth in North American polymers and industrial adhesives businesses, as well as increased demand in Brazil, India and China, was offset by substantially weaker demand for fluid products in North American and European industrial based end markets.

Operating Income

Operating income decreased 60.9% in 2009 versus 2008 primarily due to the decline in base revenues and a $60.0 million goodwill impairment charge against the pressure sensitive adhesives business in the first quarter of 2009. Base margins decreased 0.2% as favorable selling price versus material cost comparisons and the benefits of restructuring projects were more than offset by the effect of lower base revenues. The first quarter 2009 goodwill impairment charge reduced margins by 5.5%. Additionally, acquisitions diluted margins 1.2% for the year.

Operating income increased 13.4% in 2008 over 2007 primarily due to income from acquisitions and the favorable effect of currency translation. Total operating margins declined 2.4% primarily due to the dilutive effect of the lower margins of acquired businesses. Variable margins decreased slightly due to higher material costs and unfavorable product mix, offset by overhead cost reductions.

DECORATIVE SURFACES

Businesses in this segment produce decorative surfacing materials for furniture, office and retail space, countertops, flooring and other applications.

In the Decorative Surfaces segment, products include:

•  decorative high-pressure laminate for furniture, office and retail space, and countertops;

•  high-pressure laminate flooring; and

•  high-pressure laminate worktops.

In 2009, this segment served the commercial construction (55%), renovation construction (28%) and residential construction (15%) markets.

The results of operations for the Decorative Surfaces segment for 2009, 2008 and 2007 were as follows:

Dollars in thousands	2009			2008			2007
Operating revenues	$	998,191		$	1,230,995		$	1,239,190
Operating income		113,727			142,582			160,973
Margin %		11.4	%		11.6	%		13.0	%

26

In 2009 and 2008, the changes in revenues, operating income and operating margins over the prior year were primarily due to the following factors:

	2009 Compared to 2008									2008 Compared to 2007
							% Point Increase									% Point Increase
	% Increase (Decrease)						(Decrease)			% Increase (Decrease)						(Decrease)
	Operating			Operating			Operating			Operating			Operating			Operating
	Revenues			Income			Margins			Revenues			Income			Margins
Base business:
Revenue change/Operating leverage		(14.9	)%		(51.4	)%		(5.0	)%		(3.1	)%		(9.4	)%		(0.8	)%
Changes in variable margins and overhead costs		—			39.3			5.4			—			(2.7	)		(0.4	)
		(14.9	)		(12.1	)		0.4			(3.1	)		(12.1	)		(1.2	)
Acquisitions		—			—			—			—			—			—
Restructuring costs		—			(5.3	)		(0.7	)		—			(0.5	)		(0.1	)
Translation		(4.0	)		(2.9	)		0.2			2.5			1.2			(0.1	)
Other		—			0.1			(0.1	)		(0.1	)		—			—
		(18.9	)%		(20.2	)%		(0.2	)%		(0.7	)%		(11.4	)%		(1.4	)%

Operating Revenues

Revenues decreased 18.9% in 2009 versus 2008 due to lower base revenues and the unfavorable effect of currency translation. North American laminate base revenues declined 18.9% as a result of the continued downturn in North American commercial and residential construction. These declines were partially offset by product penetration in the premium high-definition laminate product market. International base revenues declined 9.7% due to European volume declines.

Revenues declined 0.7% in 2008 versus 2007 due to the decline in base revenues partially offset by the favorable effect of currency translation. North American laminate revenues decreased 3.4% as a result of laminate volume drop off in the second half of 2008 partially offset by a customer shift to higher priced premium products. Flooring revenues decreased 28.3% on steep volume declines. International laminate revenues decreased 2.0% over the prior year as new product introductions partially offset lower volumes.

Operating Income

Operating income decreased 20.2% in 2009 versus 2008 primarily due to the decline in base revenues, increased restructuring charges and the unfavorable effect of currency translation. Base margins increased 0.4% primarily due to favorable selling price versus material cost comparisons, benefits from restructuring projects and higher margins on the high-definition laminate product, partially offset by the effect of lower base revenues.

Operating income decreased 11.4% in 2008 versus 2007 primarily due to the negative leverage effect of the decline in base revenues described above. Lower selling expenses in 2008 versus 2007 were more than offset by significant raw material increases which contributed to an overall reduction in variable margins. Base margins declined 1.2% due to both the revenue decline and cost increases.

ALL OTHER

This segment includes all other operating segments.

In the All Other segment, products include:

•  equipment and related software for testing and measuring of materials and structures;

•  plastic reclosable packaging for consumer food storage;

27

•  plastic reclosable bags for storage of clothes and home goods;

•  plastic consumables that multi-pack cans and bottles and related equipment;

•  plastic fasteners and components for appliances, furniture and industrial uses;

•  metal fasteners and components for appliances and industrial applications;

•  swabs, wipes and mats for clean room usage;

•  foil, film and related equipment used to decorate consumer products;

•  product coding and marking equipment and related consumables;

•  paint spray and adhesive dispensing equipment;

•  static and contamination control equipment; and

•  line integration, conveyor systems and line automation for the food and beverage industries.

In 2009, this segment primarily served the general industrial (25%), food and beverage (16%), consumer durables (14%), electronics (5%) and food institutional/restaurants (5%) markets.

The results of operations for the All Other segment for 2009, 2008 and 2007 were as follows:

Dollars in thousands	2009			2008			2007
Operating revenues	$	2,786,695		$	3,226,927		$	3,103,337
Operating income		389,629			590,613			590,035
Margin %		14.0	%		18.3	%		19.0	%

In 2009 and 2008, the changes in revenues, operating income and operating margins over the prior year were primarily due to the following factors:

	2009 Compared to 2008									2008 Compared to 2007
							% Point Increase									% Point Increase
	% Increase (Decrease)						(Decrease)			% Increase (Decrease)						(Decrease)
	Operating			Operating			Operating			Operating			Operating			Operating
	Revenues			Income			Margins			Revenues			Income			Margins
Base business:
Revenue change/Operating leverage		(17.5	)%		(43.8	)%		(5.8	)%		(2.6	)%		(6.7	)%		(0.8	)%
Changes in variable margins and overhead costs		—			17.6			3.9			—			3.3			0.6
		(17.5	)		(26.2	)		(1.9	)		(2.6	)		(3.4	)		(0.2	)
Acquisitions and divestitures		7.4			2.0			(0.8	)		4.3			1.6			(0.5	)
Restructuring costs		—			(5.3	)		(1.2	)		—			(0.5	)		(0.1	)
Impairment of goodwill and intangibles		—			(0.3	)		(0.1	)		—			—			—
Translation		(3.6	)		(4.2	)		(0.3	)		2.2			2.4			0.1
Other		0.1			—			—			0.1			—			—
		(13.6	)%		(34.0	)%		(4.3	)%		4.0	%		0.1	%		(0.7	)%

Operating Revenues

Revenues decreased 13.6% in 2009 versus 2008 primarily due to the decline in base business revenues and the unfavorable effect of currency translation, partially offset by an increase in revenues from acquired companies. The acquisition revenue was primarily related to the purchase of two test and measurement businesses in 2008. Base revenues declined 15.7%, 12.1%, 19.6% and 32.0%, for the test and measurement, consumer packaging, industrial plastics and metals and finishing businesses, respectively, due to negative industrial production trends and the related impact of weak end market and capital equipment demand across the broad spectrum of industries this segment serves.

28

Revenues increased 4.0% in 2008 versus 2007 primarily due to revenues from acquired companies and the favorable effect of currency translation partially offset by a decline in base revenues. The increase in acquisition revenue was primarily due to the purchase of three test and measurement businesses and a label business. Base revenues declined 7.8%, 3.2% and 3.0% for the industrial plastics and metals, consumer packaging and finishing businesses, respectively, due to a notable decrease in end market demand in the second half of the year. These decreases were partially offset by an 8.0% base business increase in test and measurement due to strong sales of equipment used in the materials and structural testing markets, particularly in Asia.

Operating Income

Operating income declined 34.0% in 2009 versus 2008 primarily due to the decline in base revenues described above, higher restructuring charges and the unfavorable effect of currency translation, partially offset by increased income from acquisitions. Base margins decreased 1.9% as favorable selling price versus material cost comparisons and benefits from restructuring projects were more than offset by the effect of lower base revenues. Additionally, acquisitions diluted total margins by 0.8%.

Operating income was essentially flat in 2008 over 2007 primarily due to the negative leverage effect of the decrease in revenues described above, partially offset by the favorable effect of currency translation and income from acquired companies. Total operating margins declined 0.7% primarily due to lower margins for both base business and acquired businesses. Base operating margins decreased 0.2% as the gains from tight cost controls and the benefits of prior year restructuring projects were offset by the impact of lower revenues.

AMORTIZATION OF INTANGIBLE ASSETS

Amortization expense increased to $203.2 million in 2009 and $184.4 million in 2008, versus $145.7 million in 2007, due to intangible amortization related to newly acquired businesses.

IMPAIRMENT OF GOODWILL AND OTHER INTANGIBLE ASSETS

Total goodwill and intangible asset impairment charges by segment for the years ended December 31, 2009, 2008 and 2007 were as follows:

In Thousands	2009		2008		2007
Transportation	$	14,414	$	13	$	258
Industrial Packaging		386		—		—
Food Equipment		46		—		—
Power Systems & Electronics		28,337		824		—
Construction Products		—		—		394
Polymers & Fluids		60,416		251		884
All Other		1,969		487		618
	$	105,568	$	1,575	$	2,154

Impairment of goodwill and other intangible assets increased to $105.6 million in 2009 versus $1.6 million in 2008, primarily due to goodwill impairment charges related to the pressure sensitive adhesives reporting unit of $60.0 million, the PC board fabrication reporting unit of $18.0 million and the truck remanufacturing and related parts and service reporting unit of $12.0 million. Impairment of goodwill and other intangible assets was $1.6 million in 2008 versus $2.2 million in 2007. See the Goodwill and Intangible Assets note in Item 8. Financial Statements and Supplementary Data for further details of the impairment charges.

29

INTEREST EXPENSE

Interest expense increased to $164.8 million in 2009 versus $154.5 million in 2008 primarily due to interest on the 6.25% and 5.15% notes which were issued in March 2009, partially offset by lower interest related to the 5.75% notes and 6.875% notes repaid at maturity in March 2009 and November 2008, respectively, and lower commercial paper rates and borrowings. Interest expense increased to $154.5 million in 2008 versus $102.1 million in 2007 primarily as a result of interest expense on the 5.25% Euro notes issued in October 2007 and higher average borrowings of short-term commercial paper, partially offset by lower market rates in 2008. The weighted-average interest rate on commercial paper was 0.3% in 2009, 2.4% in 2008 and 5.2% in 2007.

OTHER INCOME (EXPENSE)

Other income (expense) was expense of $7.4 million in 2009 versus income of $4.7 million in 2008. The decrease was primarily due to 2009 losses on foreign currency transactions of $24.9 million, lower income from investments of $4.9 million (versus $17.0 million in 2008) and lower interest income of $17.6 million (versus $29.4 million in 2008), partially offset by the impact of the German transfer tax charge of $44.0 million in 2008.

Other income decreased to $4.7 million in 2008 from $58.3 million in 2007, primarily due to a German transfer tax charge of $44.0 million in 2008. Additionally, income from a venture capital limited partnership was $0.2 million in 2008 versus income of $25.3 million in 2007 related to mark-to-market adjustments; and the Company incurred a charge of $18.8 million related to the timing of tax deductions of leveraged leases in 2008. This was partially offset by higher income of $10.7 million related to a mortgage-backed security and a $9.4 million increase in interest income.

INCOME TAXES

The effective tax rate was 20.1% in 2009, 28.1% in 2008 and 29.3% in 2007. The effective tax rate for 2009 was favorably impacted by discrete tax adjustments in the fourth quarter of $85.5 million related to a global legal structure reorganization and $77.5 million related to a favorable settlement reached with the German tax authorities. In the above mentioned reorganization, the Company reorganized its ownership structure in certain U.S. and foreign subsidiaries in the fourth quarter of 2009 and made an election regarding the U.S. tax treatment of a foreign subsidiary. The Company recorded a reduction in tax expense primarily for the effect of the resulting foreign tax credits. Also during the fourth quarter of 2009, the Company finalized a settlement with the German tax authorities primarily regarding the treatment of an intercompany financing transaction which resulted in the reversal of previously established tax reserves as a reduction of tax expense.

See the Income Taxes note in Item 8. Financial Statements and Supplementary Data for a reconciliation of the U.S. Federal statutory rate to the effective tax rate.

INCOME FROM CONTINUING OPERATIONS

Income from continuing operations in 2009 of $969.5 million ($1.93 per diluted share) was 42.7% lower than 2008 income of $1.7 billion ($3.24 per diluted share). Income from continuing operations in 2008 was 7.5% lower than 2007 income of $1.8 billion ($3.29 per diluted share).

FOREIGN CURRENCY

The strengthening of the U.S. dollar against foreign currencies decreased operating revenues by approximately $653 million in 2009 and decreased income from continuing operations by approximately 10 cents per diluted share. The weakening of the U.S. dollar against foreign currencies increased operating revenues by approximately $425 million in 2008 and increased income from continuing operations by approximately 8 cents per diluted share.

DISCONTINUED OPERATIONS

Loss from discontinued operations was $22.5 million in 2009 versus $172.1 million in 2008, primarily due to 2008 impairment on goodwill of $132.6 million, loss reserve on assets held for sale of $64.0 million partially offset by gains on sales of discontinued operations in 2008 versus losses in 2009. The results from discontinued

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operations was a loss of $172.1 million in 2008 versus income of $42.2 million in 2007. See the Discontinued Operations note in Item 8. Financial Statements and Supplementary Data for further information.

NEW ACCOUNTING PRONOUNCEMENTS

In October 2009, new accounting guidance was issued on multiple-deliverable revenue arrangements. The new accounting guidance amends the accounting for multiple-deliverable arrangements to enable the vendor to account for products or services separately rather than as a combined unit. The guidance establishes a hierarchy for determining the selling price of a deliverable, which is based on: (1) vendor-specific objective evidence, (2) third-party evidence or (3) estimates. The Company will adopt the new accounting guidance on January 1, 2011 and does not anticipate the change will materially affect the Company’s financial position or results of operations.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sources of liquidity are free operating cash flows and short-term credit facilities. Management continues to believe that internally generated cash flows will be adequate to service debt, continue to pay dividends, to finance internal growth and to fund small to medium-sized acquisitions.

The primary uses of liquidity are:

•  dividend payments — the Company’s dividend payout guidelines are 25% to 35% of the last two years’ average income from continuing operations;

•  acquisitions; and

•  any excess liquidity may be used for share repurchases. The Company’s open-ended share repurchase program allows it flexibility in achieving the targeted debt-to-capital ratio.

Cash Flow

The Company uses free operating cash flow to measure cash flow generated by operations that is available for dividends, acquisitions, share repurchases and debt repayment. Free operating cash flow is a measurement that is not the same as net cash flow from operating activities per the statement of cash flows and may not be consistent with similarly titled measures used by other companies.

Summarized cash flow information for the three years ended December 31, 2009, 2008 and 2007 was as follows:

In Thousands	2009			2008			2007
Net cash provided by operating activities	$	2,146,589		$	2,222,224		$	2,484,297
Additions to plant and equipment		(247,102	)		(362,312	)		(353,355	)
Free operating cash flow	$	1,899,487		$	1,859,912		$	2,130,942
Cash dividends paid	$	(619,681	)	$	(598,690	)	$	(502,430	)
Acquisitions		(281,674	)		(1,546,982	)		(812,757	)
Repurchases of common stock		—			(1,390,594	)		(1,757,761	)
Purchases of investments		(17,586	)		(19,583	)		(28,734	)
Proceeds from investments		20,215			26,932			91,184
Net proceeds (repayments) of debt		(736,470	)		1,467,613			777,386
Effect of exchange rate changes on cash and equivalents		183,722			(82,002	)		66,996
Other		127,809			198,820			272,491
Net increase (decrease) in cash and equivalents	$	575,822		$	(84,574	)	$	237,317

On August 20, 2007, the Company’s Board of Directors authorized a stock repurchase program, which provides for the buyback of up to $3.0 billion of the Company’s common stock over an open-ended period

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of time. Through December 31, 2009, the Company repurchased 39.8 million shares of its common stock under this program at an average price of $44.72 per share. There are approximately $1.2 billion of authorized repurchases remaining under this program.

On August 4, 2006, the Company’s Board of Directors authorized a stock repurchase program which provided for the buyback of up to 35.0 million shares. This stock repurchase program was completed in November 2007.

Return on Average Invested Capital

The Company uses return on average invested capital (“ROIC”) to measure the effectiveness of its operations’ use of invested capital to generate profits. We believe that ROIC is a meaningful metric to investors and may be different than the method used by other companies to calculate ROIC. ROIC for the three years ended December 31, 2009, 2008 and 2007 was as follows:

Dollars in thousands	2009			2008			2007
Operating income	$	1,385,979		$	2,501,286		$	2,627,766
Taxes (20.1%, 28.1% and 29.3%, respectively)		(278,998	)		(702,611	)		(769,147	)
Operating income after taxes	$	1,106,981		$	1,798,675		$	1,858,619
Invested Capital:
Trade receivables	$	2,491,492		$	2,571,987		$	2,915,546
Inventories		1,356,233			1,774,697			1,625,820
Net plant and equipment		2,136,527			2,109,432			2,194,010
Investments		451,293			465,894			507,567
Goodwill and intangible assets		6,584,149			6,297,219			5,683,341
Accounts payable and accrued expenses		(2,048,966	)		(1,999,097	)		(2,190,121	)
Net assets held for sale		—			61,525			137,685
Other, net		(343,069	)		(667,660	)		(43,790	)
Total invested capital	$	10,627,659		$	10,613,997		$	10,830,058
Average invested capital	$	10,390,424		$	11,235,625		$	10,331,512
Return on average invested capital		10.7	%		16.0	%		18.0	%

The 530 basis point decrease in ROIC in 2009 versus 2008 was the result of after-tax operating income decreasing 38.5%, resulting from the economic downturn, while average invested capital decreased 7.5%.

The 200 basis point decrease in ROIC in 2008 versus 2007 was the result of average invested capital increasing 8.8%, primarily due to acquisitions, while after-tax operating income decreased 3.2%, primarily due to a decrease in base business operating income.

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Working Capital

Net working capital at December 31, 2009 and 2008 is summarized as follows:

					Increase
Dollars in thousands	2009		2008		(Decrease)
Current Assets:
Cash and equivalents	$	1,318,772	$	742,950	$	575,822
Trade receivables		2,491,492		2,571,987		(80,495	)
Inventories		1,356,233		1,774,697		(418,464	)
Other		508,098		582,274		(74,176	)
Assets held for sale		—		82,071		(82,071	)
		5,674,595		5,753,979		(79,384	)
Current Liabilities:
Short-term debt		213,681		2,433,973		(2,220,292	)
Accounts payable and accrued expenses		2,048,966		1,999,097		49,869
Other		572,991		371,477		201,514
Liabilities held for sale		—		20,546		(20,546	)
		2,835,638		4,825,093		(1,989,455	)
Net Working Capital	$	2,838,957	$	928,886	$	1,910,071
Current Ratio		2.00		1.19

Net working capital increased primarily due to the pay down of commercial paper and repayment of the 5.75% notes.

Debt

Total debt at December 31, 2009 and 2008 was as follows:

							Increase
Dollars in thousands	2009			2008			(Decrease)
Short-term debt	$	213,681		$	2,433,973		$	(2,220,292	)
Long-term debt		2,914,874			1,247,883			1,666,991
Total debt	$	3,128,555		$	3,681,856		$	(553,301	)
Total debt to total capitalization		26.2	%		32.4	%

The Company issues commercial paper to fund general corporate needs and to fund small and medium-sized acquisitions. As of December 31, 2009, the Company had approximately $135.5 million outstanding under its commercial paper program. The Company also has committed lines of credit of $2.5 billion in the U.S. to support the issuances of commercial paper. Of this amount, $2.0 billion is provided under a line of credit agreement with a termination date of June 11, 2010 and the remaining $500.0 million is under a revolving credit facility that terminates on June 15, 2012. No amounts are outstanding under these two facilities. The Company’s foreign operations also have unused capacity on uncommitted facilities of approximately $370 million.

The Company had $500.0 million of 5.75% redeemable notes due March 1, 2009, which were outstanding at December 31, 2008, that were repaid at maturity.

In 2009, the Company issued $800.0 million of 5.15% redeemable notes due April 1, 2014 at 99.92% of face value and $700.0 million of 6.25% redeemable notes due April 1, 2019 at 99.98% of face value. The net proceeds from the offering were used to pay down the Company’s commercial paper balance.

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The Company believes that based on its current free operating cash flow, debt-to-capitalization ratios and credit ratings, it could readily obtain additional financing if necessary. The Company’s targeted debt-to-capital ratio is 20% to 30%, excluding the impact of any larger acquisitions.

Stockholders’ Equity

The changes to stockholders’ equity during 2009 and 2008 were as follows:

In Thousands	2009			2008
Beginning balance	$	7,675,091		$	9,358,231
Net income		947,009			1,519,003
Cash dividends declared		(620,679	)		(604,988	)
Repurchases of common stock		—			(1,390,594	)
Stock option and restricted stock activity		168,111			105,514
Pension and other postretirement benefit adjustments, net of tax		(62,271	)		(432,618	)
Noncontrolling interest		(4,538	)		4,710
Currency translation adjustments		716,208			(874,952	)
Cumulative effect of adopting new accounting guidance, net of tax		(1,055	)		(9,215	)
Ending balance	$	8,817,876		$	7,675,091

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The Company’s significant contractual obligations as of December 31, 2009 were as follows:

											2015 and
In Thousands	2010		2011		2012		2013		2014		Future Years
Total debt	$	8,120	$	258,475	$	7,076	$	6,193	$	1,929,012	$	714,118
Interest payments on notes and preferred debt securities		161,805		161,526		144,890		144,651		113,986		197,988
Minimum lease payments		150,881		106,430		75,920		56,747		43,864		68,249
	$	320,806	$	526,431	$	227,886	$	207,591	$	2,086,862	$	980,355

The Company has recorded current income taxes payable of $417.3 million and non-current tax liabilities of $198.0 million including liabilities for unrecognized tax benefits. The Company is not able to reasonably estimate the timing of payments related to the non-current tax obligations.

The Company has provided guarantees related to the debt of certain unconsolidated affiliates of $24.0 million at December 31, 2009. In the event one of these affiliates defaults on its debt, the Company would be liable for the debt repayment. The Company has recorded liabilities related to these guarantees of $17.0 million at December 31, 2009. At December 31, 2009, the Company had open stand-by letters of credit of $173.0 million, substantially all of which expire in 2010. The Company had no other significant off-balance sheet commitments at December 31, 2009.

CRITICAL ACCOUNTING POLICIES

The Company has six accounting policies which it believes are most important to the Company’s financial condition and results of operations, and which require the Company to make estimates about matters that are inherently uncertain. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

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These critical accounting policies are as follows:

Realizability of Inventories — Inventories are stated at the lower of cost or market. Generally, the Company’s businesses perform an analysis of the historical sales usage of the individual inventory items on hand and a reserve is recorded to adjust inventory cost to market value based on the following usage criteria:

Usage Classification	Criteria	Reserve %
Active	Quantity on hand is less than prior 6 months’ usage		0	%
Slow-moving	Some usage in last 12 months, but quantity on hand exceeds prior 6 months’ usage		50	%
Obsolete	No usage in the last 12 months		90	%

In addition, for approximately half of the U.S. operations, the Company has elected to use the last-in, first-out (“LIFO”) method of inventory costing. Generally, this method results in a lower inventory value than the first-in, first-out (“FIFO”) method due to the effects of inflation.

Collectibility of Accounts Receivable — The Company estimates the allowance for uncollectible accounts based on the greater of a specific reserve or a reserve calculated based on the historical write-off percentage over the last two years. In addition, the allowance for uncollectible accounts includes reserves for customer credits and cash discounts, which are also estimated based on past experience.

Depreciation of Plant and Equipment — The Company’s U.S. businesses compute depreciation on an accelerated basis, as follows:

Buildings and improvements	150% declining balance
Machinery and equipment	200% declining balance

The majority of the international businesses compute depreciation on a straight-line basis to conform to their local statutory accounting and tax regulations.

Income Taxes — The Company provides deferred income tax assets and liabilities based on the estimated future tax effects of differences between the financial and tax bases of assets and liabilities based on currently enacted tax laws. The Company’s deferred and other tax balances are based on management’s interpretation of the tax regulations and rulings in numerous taxing jurisdictions. Income tax expense and liabilities recognized by the Company also reflect its best estimates and assumptions regarding, among other things, the level of future taxable income and effect of the Company’s various tax planning strategies. Future tax authority rulings and changes in tax laws, changes in projected levels of taxable income and future tax planning strategies could affect the actual effective tax rate and tax balances recorded by the Company.

Goodwill and Intangible Assets — The Company’s business acquisitions typically result in recording goodwill and other intangible assets, which affect the amount of amortization expense and possibly impairment expense that the Company will incur in future periods. The Company follows the guidance prescribed in the accounting standards to test goodwill and intangible assets for impairment. On an annual basis, or more frequently if triggering events occur, the Company compares the estimated fair value of its 60 reporting units to the carrying value of each reporting unit to determine if a goodwill impairment exists. If the fair value of a reporting unit is less than its carrying value, an impairment loss, if any, is recorded for the difference between the implied fair value and the carrying value of the reporting unit’s goodwill. In calculating the fair value of the reporting units, management relies on a number of factors, including operating results, business plans, economic projections, anticipated future cash flows, comparable transactions and other market data. There are inherent uncertainties related to these factors and management’s judgment in applying them in the impairment tests of goodwill and other intangible assets.

In the third quarter of 2009, the Company changed the date of its annual goodwill impairment assessment from the first quarter to the third quarter. This constitutes a change in method of applying an accounting principle that the Company believes is preferable. The change was made to better align the timing of the

35

Company’s goodwill impairment assessment with the Company’s annual business planning and forecasting process.

As of December 31, 2009, the Company had goodwill and intangible assets of $6.6 billion allocated to its 60 reporting units. The Company’s risk of significant impairment charges is mitigated by the number of diversified businesses and end markets represented by its 60 reporting units. In addition, the individual businesses in most of its reporting units have been acquired over a long period of time, and therefore have been able to improve their performance, primarily as a result of the application of the Company’s 80/20 business simplification process. The amount of goodwill and intangibles allocated to individual reporting units range from approximately $5 million to $700 million, with the average amount equal to $110 million.

Goodwill and intangible asset impairment charges related to continuing operations were $105.6 million in 2009, $1.6 million in 2008 and $2.2 million in 2007. The impairment charges during 2009 were primarily related to new reporting units which were acquired over the last few years before the recent economic downturn. These charges were driven primarily by lower current forecasts compared to the expected forecasts at the time the reporting units were acquired. See the Goodwill and Intangible Assets note in Item 8. Financial Statements and Supplementary Data for further discussion of the relative carrying values and fair values of the reporting units related to these impairment charges.

Fair value determinations require considerable judgment and are sensitive to changes in the factors described above. Due to the inherent uncertainties associated with these factors and economic conditions in the Company’s global end markets, impairment charges related to one or more reporting units could occur in future periods.

Pension and Other Postretirement Benefits — The Company has various company-sponsored defined benefit retirement plans covering a substantial portion of U.S. employees and many employees outside the United States. Pension and other postretirement expense and obligations are determined based on actuarial valuations. Pension benefit obligations are generally based on each participant’s years of service, future compensation, and age at retirement or termination. Important assumptions in determining pension and postretirement expense and obligations are the discount rate, the expected long-term return on plan assets and healthcare cost trend rates. See the Pension and Other Postretirement Benefits note in Item 8. Financial Statements and Supplementary Data for additional discussion of actuarial assumptions used in determining pension and postretirement health care liabilities and expenses.

The Company determines the discount rate used to measure plan liabilities as of the December 31 measurement date for the U.S. pension and postretirement benefit plans. The discount rate reflects the current rate at which the associated liabilities could theoretically be effectively settled at the end of the year. In estimating this rate, the Company looks at rates of return on high-quality fixed income investments, with similar duration to the liabilities in the plan. A 25 basis point decrease in the discount rate would increase the present value of the U.S. primary pension plan obligation by approximately $30 million.

The expected long-term return on plan assets is based on historical and expected long-term returns for similar investment allocations among asset classes. For the U.S. primary pension plan, the Company’s assumption for the expected return on plan assets was 8.5% for 2009 and will be 8.0% for 2010. A 25 basis point decrease in the expected return on plan assets would increase the annual pension expense by approximately $3 million. See the Pension and Other Postretirement Benefits note in Item 8. Financial Statements and Supplementary Data for information on how this rate is determined.

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ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk

MARKET RISK

Interest Rate Risk

The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s debt.

The Company had commercial paper outstanding of $135.5 million and $1.8 billion as of December 31, 2009 and 2008, respectively. The weighted average interest rate on commercial paper was 0.1% at December 31, 2009 and 1.4% at December 31, 2008.

The following table presents the Company’s debt for which fair value is subject to changing market interest rates:

							6.55%
	5.25%		5.15%		6.25%		Preferred Debt		4.88%
	Euro Notes Due		Notes Due		Notes Due		Securities Due		Notes Due thru
In Thousands	Oct 1, 2014		April 1, 2014		April 1, 2019		Dec 31, 2011		Dec 31, 2020
As of December 31, 2009:
Estimated cash outflow by year of principal maturity
2010	$	—	$	—	$	—	$	—	$	5,713
2011		—		—		—		250,000		5,351
2012		—		—		—		—		4,882
2013		—		—		—		—		4,312
2014		1,126,275		800,000		—		—		2,664
2015 and thereafter		—		—		700,000		—		4,745
Estimated fair value		1,192,860		870,176		781,158		267,500		28,815
Carrying value		1,125,241		799,447		699,894		249,902		27,667
As of December 31, 2008:
Total estimated cash outflow	$	952,575	$	—	$	—	$	250,000	$	33,346
Estimated fair value		856,355		—		—		269,598		31,555
Carrying value		951,545		—		—		249,857		33,346

Foreign Currency Risk

The Company operates in the United States and 56 other countries. In general, the Company’s products are primarily manufactured and sold within the same country. The initial funding for the foreign manufacturing operations was provided primarily through the permanent investment of equity capital from the U.S. parent company. Therefore, the Company and its subsidiaries do not have significant assets or liabilities denominated in currencies other than their functional currencies. As such, the Company does not have any significant derivatives or other financial instruments that are subject to foreign currency risk at December 31, 2009 or 2008.

In October 2007, the Company issued €750.0 million of 5.25% Euro notes due October 1, 2014. The Company has significant operations with the Euro as their functional currency. The Company believes that the Euro cash flows from these businesses will be adequate to fund the debt obligations under these notes.

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ITEM 8.  Financial Statements and Supplementary Data

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Illinois Tool Works Inc. (the “Company” or “ITW”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). ITW’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

ITW management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on our assessment we believe that, as of December 31, 2009, the Company’s internal control over financial reporting is effective based on those criteria.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2009 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report herein.

/s/  David B. Speer	/s/  Ronald D. Kropp
David B. Speer	Ronald D. Kropp
Chairman & Chief Executive Officer February 26, 2010	Senior Vice President & Chief Financial Officer February 26, 2010

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Illinois Tool Works Inc.:

We have audited the accompanying statement of financial position of Illinois Tool Works Inc. and Subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related statements of income, income reinvested in the business, comprehensive income and cash flows for each of the three years in the period ended December 31, 2009. We also have audited the Company’s internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management report on internal control over financial reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Illinois Tool Works Inc. and Subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/  Deloitte & Touche LLP

Deloitte & Touche LLP

Chicago, Illinois

February 26, 2010

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Statement of Income
Illinois Tool Works Inc. and Subsidiaries

	For the Years Ended December 31
	2009			2008			2007
In Thousands except for per share amounts
Operating Revenues	$	13,877,068		$	17,100,341		$	16,110,267
Cost of revenues		9,144,852			11,186,871			10,430,965
Selling, administrative, and research and development expenses		3,037,439			3,226,199			2,903,680
Amortization of intangible assets		203,230			184,410			145,702
Impairment of goodwill and other intangible assets		105,568			1,575			2,154
Operating Income		1,385,979			2,501,286			2,627,766
Interest expense		(164,839	)		(154,458	)		(102,095	)
Other income (expense)		(7,350	)		4,710			58,269
Income from Continuing Operations Before Income Taxes		1,213,790			2,351,538			2,583,940
Income taxes		244,300			660,445			756,249
Income from Continuing Operations		969,490			1,691,093			1,827,691
Income (Loss) from Discontinued Operations		(22,481	)		(172,090	)		42,171
Net Income	$	947,009		$	1,519,003		$	1,869,862
Income Per Share from Continuing Operations:
Basic	$	1.94		$	3.26		$	3.31
Diluted	$	1.93		$	3.24		$	3.29
Income (Loss) Per Share from Discontinued Operations:
Basic	$	(0.04	)	$	(0.33	)	$	0.08
Diluted	$	(0.04	)	$	(0.33	)	$	0.08
Net Income Per Share:
Basic	$	1.89		$	2.93		$	3.39
Diluted	$	1.89		$	2.91		$	3.36

The Notes to Financial Statements are an integral part of this statement.

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Statement of Income Reinvested in the Business
Illinois Tool Works Inc. and Subsidiaries

	For the Years Ended December 31
	2009			2008			2007
In Thousands
Beginning Balance	$	9,196,465		$	9,879,065		$	10,406,511
Net income		947,009			1,519,003			1,869,862
Cash dividends declared		(620,679	)		(604,988	)		(533,519	)
Retirement of treasury shares		—			(1,583,827	)		(1,841,230	)
Cumulative effect of adopting new accounting guidance, net of tax		(1,055	)		(12,788	)		(22,559	)
Ending Balance	$	9,521,740		$	9,196,465		$	9,879,065

Statement of Comprehensive Income
Illinois Tool Works Inc. and Subsidiaries

	For the Years Ended December 31
	2009			2008			2007
In Thousands
Net Income	$	947,009		$	1,519,003		$	1,869,862
Other Comprehensive Income:
Foreign currency translation adjustments		716,208			(874,952	)		424,037
Pension and other postretirement benefit adjustments, net of tax		(62,271	)		(432,618	)		180,110
Comprehensive Income	$	1,600,946		$	211,433		$	2,474,009

The Notes to Financial Statements are an integral part of these statements.

41

Statement of Financial Position
Illinois Tool Works Inc. and Subsidiaries

	December 31
In Thousands except shares	2009			2008
Assets
Current Assets:
Cash and equivalents	$	1,318,772		$	742,950
Trade receivables		2,491,492			2,571,987
Inventories		1,356,233			1,774,697
Deferred income taxes		231,858			206,496
Prepaid expenses and other current assets		276,240			375,778
Assets held for sale		—			82,071
Total current assets		5,674,595			5,753,979
Plant and Equipment:
Land		247,911			227,167
Buildings and improvements		1,589,534			1,457,732
Machinery and equipment		3,945,692			3,714,456
Equipment leased to others		182,485			164,504
Construction in progress		90,908			98,876
		6,056,530			5,662,735
Accumulated depreciation		(3,920,003	)		(3,553,303	)
Net plant and equipment		2,136,527			2,109,432
Investments		451,293			465,894
Goodwill		4,860,732			4,517,550
Intangible Assets		1,723,417			1,779,669
Deferred Income Taxes		673,044			75,999
Other Assets		562,376			501,028
	$	16,081,984		$	15,203,551
Liabilities and Stockholders’ Equity
Current Liabilities:
Short-term debt	$	213,681		$	2,433,973
Accounts payable		689,572			683,991
Accrued expenses		1,359,394			1,315,106
Cash dividends payable		155,724			154,726
Income taxes payable		417,267			216,751
Liabilities held for sale		—			20,546
Total current liabilities		2,835,638			4,825,093
Noncurrent Liabilities:
Long-term debt		2,914,874			1,247,883
Deferred income taxes		207,677			125,089
Other		1,305,919			1,330,395
Total noncurrent liabilities		4,428,470			2,703,367
Stockholders’ Equity:
Common stock:
Issued — 535,010,960 shares in 2009 and 531,789,730 shares in 2008		5,350			5,318
Additional paid-in-capital		270,985			105,497
Income reinvested in the business		9,521,740			9,196,465
Common stock held in treasury		(1,390,594	)		(1,390,594	)
Accumulated other comprehensive income		400,726			(253,211	)
Noncontrolling interest		9,669			11,616
Total stockholders’ equity		8,817,876			7,675,091
	$	16,081,984		$	15,203,551

The Notes to Financial Statements are an integral part of this statement.

42

Statement of Cash Flows

Illinois Tool Works Inc. and Subsidiaries

	For the Years Ended December 31
	2009			2008			2007
In Thousands
Cash Provided by (Used for) Operating Activities:
Net income	$	947,009		$	1,519,003		$	1,869,862
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		366,127			367,615			363,701
Amortization and impairment of goodwill and other intangible assets		308,798			324,292			161,043
Change in deferred income taxes		(477,582	)		(97,807	)		(5,522	)
Provision for uncollectible accounts		16,191			15,405			5,998
Loss on sale of plant and equipment		1,856			4,245			743
Income from investments		(4,944	)		(17,017	)		(47,880	)
(Gain) loss on sale of operations and affiliates		34,315			43,522			(34,807	)
Stock compensation expense		51,858			41,686			30,471
Other non-cash items, net		(1,548	)		2,731			(3,141	)
Change in assets and liabilities:
(Increase) decrease in —
Trade receivables		336,873			263,478			(56,971	)
Inventories		572,679			(97,319	)		(4,543	)
Prepaid expenses and other assets		8,939			(76,146	)		(15,676	)
Increase (decrease) in —
Accounts payable		(84,526	)		(191,856	)		(37,823	)
Accrued expenses and other liabilities		(256,171	)		(21,141	)		(2,301	)
Income taxes receivable and payable		324,231			147,660			260,427
Other, net		2,484			(6,127	)		716
Net cash provided by operating activities		2,146,589			2,222,224			2,484,297
Cash Provided by (Used for) Investing Activities:
Acquisition of businesses (excluding cash and equivalents) and additional interest in affiliates		(281,674	)		(1,546,982	)		(812,757	)
Additions to plant and equipment		(247,102	)		(362,312	)		(353,355	)
Purchases of investments		(17,586	)		(19,583	)		(28,734	)
Proceeds from investments		20,215			26,932			91,184
Proceeds from sale of plant and equipment		28,590			23,393			21,821
Proceeds from sale of operations and affiliates		17,259			106,053			160,457
Other, net		(23,824	)		9,182			(2,664	)
Net cash used for investing activities		(504,122	)		(1,763,317	)		(924,048	)
Cash Provided by (Used for) Financing Activities:
Cash dividends paid		(619,681	)		(598,690	)		(502,430	)
Issuance of common stock		101,733			56,189			116,665
Repurchases of common stock		—			(1,390,594	)		(1,757,761	)
Net proceeds (repayments) of debt with original maturities of three months or less		(1,610,262	)		1,510,374			(266,968	)
Proceeds from debt with original maturities of more than three months		2,159,140			118,662			1,062,108
Repayments of debt with original maturities of more than three months		(1,285,348	)		(161,423	)		(17,754	)
Excess tax benefits from share-based compensation		4,051			4,003			16,212
Repayment of preferred stock of subsidiary		—			—			(40,000	)
Net cash used for financing activities		(1,250,367	)		(461,479	)		(1,389,928	)
Effect of Exchange Rate Changes on Cash and Equivalents		183,722			(82,002	)		66,996
Cash and Equivalents:
Increase (decrease) during the year		575,822			(84,574	)		237,317
Beginning of year		742,950			827,524			590,207
End of year	$	1,318,772		$	742,950		$	827,524
Cash Paid During the Year for Interest	$	153,971		$	157,175		$	132,757
Cash Paid During the Year for Income Taxes, Net of Refunds	$	364,383		$	619,885		$	448,102
Liabilities Assumed from Acquisitions	$	57,863		$	577,035		$	465,303

The Notes to Financial Statements are an integral part of this statement.

43

Notes to Financial Statements

The Notes to Financial Statements furnish additional information on items in the financial statements. The notes have been arranged in the same order as the related items appear in the statements.

Illinois Tool Works Inc. (the “Company” or “ITW”) is a multinational manufacturer of a diversified range of industrial products and equipment with approximately 840 operations in 57 countries. The Company primarily serves the construction, general industrial, automotive and food institutional/restaurant markets.

Significant accounting principles and policies of the Company are in italics. Certain reclassifications of prior years’ data have been made to conform to current year reporting.

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the notes to financial statements. Actual results could differ from those estimates. The significant estimates included in the preparation of the financial statements are related to inventories, trade receivables, plant and equipment, income taxes, goodwill and intangible assets, product liability matters, litigation, product warranties, pensions, other postretirement benefits, environmental matters and stock options.

Consolidation and Translation — The financial statements include the Company and substantially all of its majority-owned subsidiaries. All significant intercompany transactions are eliminated from the financial statements. Substantially all of the Company’s foreign subsidiaries outside North America have November 30 fiscal year-ends to facilitate inclusion of their financial statements in the December 31 consolidated financial statements.

Foreign subsidiaries’ assets and liabilities are translated to U.S. dollars at end-of-period exchange rates. Revenues and expenses are translated at average rates for the period. Translation adjustments are reported as a component of accumulated other comprehensive income in stockholders’ equity.

Discontinued Operations — The Company periodically reviews its 840 operations for businesses which may no longer be aligned with its long-term objectives. In August 2008, the Company’s Board of Directors authorized the divestiture of the Click Commerce industrial software business which was previously reported in the All Other segment. In the second quarter of 2009, the Company completed the sale of the Click Commerce business.

In 2007, the Company divested an automotive machinery business and a consumer packaging business. In the fourth quarter of 2007, the Company classified an automotive components business and a second consumer packaging business as held for sale. The consumer packaging business was sold in 2008. The Company completed the sale of the automotive components business in the third quarter of 2009.

In May 2009, the Company’s Board of Directors rescinded a resolution from August 2008 to divest the Decorative Surfaces segment. The consolidated financial statements and related notes for all periods have been restated to present the results related to the Decorative Surfaces segment as continuing operations.

Results of the discontinued operations for the years ended December 31, 2009, 2008 and 2007 were as follows:

In Thousands	2009			2008			2007
Operating revenues	$	26,498		$	117,553		$	168,597
Income (loss) before taxes	$	(33,678	)	$	(171,629	)	$	35,928
Income tax (expense) benefit		11,197			(461	)		6,243
Income (loss) from discontinued operations	$	(22,481	)	$	(172,090	)	$	42,171

In 2009, income (loss) before taxes includes losses on disposals of $27,665,000 on the Click Commerce and automotive components businesses.

44

Notes to Financial Statements — (Continued)

In 2008, income (loss) before taxes includes goodwill impairment charges of $132,563,000 related to the Click Commerce business and losses on anticipated sale of $64,000,000 related to the Click Commerce and the automotive components businesses. Also included are gains on disposals of $19,942,000, primarily related to the completed divestiture of a consumer packaging business.

In 2007, income (loss) before taxes includes gains on disposals of $33,168,000 related to the completed divestitures of an automotive machinery business and a consumer packaging business.

As of December 31, 2008, the assets and liabilities of the Click Commerce business and a certain automotive components business were included in assets and liabilities held for sale. The total assets and liabilities held for sale as of December 31, 2008 were as follows:

In Thousands	2008
Trade receivables	$	18,122
Inventories		2,369
Net plant and equipment		11,308
Net goodwill and intangible assets		108,405
Other		5,867
Loss reserve on assets held for sale		(64,000	)
Total assets held for sale	$	82,071
Accounts payable	$	1,119
Accrued expenses		19,427
Total liabilities held for sale	$	20,546

Acquisitions — The Company accounts for acquisitions under the acquisition method, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired companies are included in the Company’s consolidated financial statements from the date of acquisition. Acquisitions, individually and in the aggregate, did not materially affect the Company’s results of operations or financial position for all periods presented. Summarized information related to acquisitions is as follows:

In Thousands except number of acquisitions	2009		2008		2007
Number of acquisitions		20		50		52
Net cash paid during the year	$	281,674	$	1,546,982	$	812,757

The premium over tangible net assets recorded for acquisitions based on purchase price allocations during 2009, 2008 and 2007 were as follows:

	2009				2008				2007
	Weighted-				Weighted-				Weighted-
	Average		Premium		Average		Premium		Average		Premium
In Thousands except for weighted-average lives (years)	Life		Recorded		Life		Recorded		Life		Recorded
Goodwill			$	94,694			$	675,356			$	396,704
Amortizable intangible assets:
Customer lists and relationships		10.6		44,416		12.6		416,904		10.6		182,942
Patents and proprietary technology		12.2		33,812		12.7		111,593		8.7		64,033
Trademarks and brands		13.3		21,385		16.0		140,158		16.8		52,771
Noncompete agreements		6.8		7,021		3.2		25,637		3.9		12,362
Other		4.4		6,909		2.3		15,326		4.3		16,997
Total amortizable intangible assets		10.9		113,543		12.7		709,618		10.6		329,105
Indefinite-lived intangible assets:
Trademarks and brands				13,218				39,488				28,426
Total premium recorded			$	221,455			$	1,424,462			$	754,235

45

Notes to Financial Statements — (Continued)

Of the total goodwill recorded for acquisitions, the Company expects goodwill of $71,529,000 in 2009, $83,694,000 in 2008, and $104,276,000 in 2007 will be tax deductible.

On January 1, 2009, the Company adopted new accounting guidance related to business combinations. The new accounting guidance requires an entity to recognize assets acquired, liabilities assumed, contractual contingencies and contingent consideration at their fair value on the acquisition date. The new guidance also requires prospectively that (1) acquisition-related costs be expensed as incurred; (2) restructuring costs generally be recognized as a post-acquisition expense; and (3) changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period impact income tax expense. Upon adoption of the new guidance, the Company recorded an after-tax charge to equity of $1,055,000.

Operating Revenues are recognized when the risks and rewards of ownership are transferred to the customer, which is generally at the time of product shipment. No single customer accounted for more than 5% of consolidated revenues in 2009, 2008 or 2007.

Research and Development Expenses are recorded as expense in the year incurred. These costs were $198,536,000 in 2009, $212,658,000 in 2008 and $197,595,000 in 2007.

Rental Expense was $175,092,000 in 2009, $161,810,000 in 2008 and $145,353,000 in 2007. Future minimum lease payments for the years ending December 31 are as follows:

In Thousands
2010	$	150,881
2011		106,430
2012		75,920
2013		56,747
2014		43,864
2015 and future years		68,249
	$	502,091

Advertising Expenses are recorded as expense in the year incurred. These costs were $79,259,000 in 2009, $107,395,000 in 2008 and $113,026,000 in 2007.

Other Income (Expense) consisted of the following:

In Thousands	2009			2008			2007
Interest income	$	17,551		$	29,392		$	19,975
Investment income		4,944			17,017			47,880
Losses on foreign currency transactions		(24,948	)		(1,407	)		(14,180	)
German transfer tax settlement		—			(44,002	)		—
Other, net		(4,897	)		3,710			4,594
	$	(7,350	)	$	4,710		$	58,269

46

Notes to Financial Statements — (Continued)

Income Taxes — The Company utilizes the asset and liability method of accounting for income taxes. Deferred income taxes are determined based on the estimated future tax effects of differences between the financial and tax bases of assets and liabilities given the provisions of the enacted tax laws. The components of the provision for income taxes were as shown below:

In Thousands	2009			2008			2007
U.S. Federal income taxes:
Current	$	229,929		$	329,200		$	435,013
Deferred		(13,861	)		(8,866	)		57,397
Benefit of net operating loss and foreign tax credits carryforwards		(86,022	)		—			(2,212	)
	$	130,046		$	320,334		$	490,198
Foreign income taxes:
Current	$	369,766		$	285,476		$	262,163
Deferred		(235,341	)		6,189			(22,487	)
Benefit of net operating loss carryforwards		(32,910	)		(1,532	)		(22,128	)
	$	101,515		$	290,133		$	217,548
State income taxes:
Current	$	42,182		$	78,285		$	46,210
Deferred		(25,500	)		(28,307	)		2,293
Benefit of net operating loss carryforwards		(3,943	)		—			—
	$	12,739		$	49,978		$	48,503
	$	244,300		$	660,445		$	756,249

Income from continuing operations before income taxes for domestic and foreign operations was as follows:

In Thousands	2009		2008		2007
Domestic	$	499,654	$	1,198,006	$	1,646,964
Foreign		714,136		1,153,532		936,976
	$	1,213,790	$	2,351,538	$	2,583,940

The reconciliation between the U.S. Federal statutory tax rate and the effective tax rate was as follows:

	2009			2008			2007
U.S. Federal statutory tax rate		35.0	%		35.0	%		35.0	%
State income taxes, net of U.S. Federal tax benefit		0.8			1.6			1.5
Nondeductible goodwill impairment		2.5			—			—
Differences between U.S. Federal statutory and foreign tax rates		(3.3	)		(3.2	)		(1.7	)
Nontaxable foreign interest income		(4.6	)		(3.1	)		(2.7	)
Foreign tax credit related to a global legal structure reorganization		(7.0	)		—			—
German tax audit settlement		(4.7	)		—			—
Tax effect of foreign dividends		1.3			0.2			0.3
Tax relief for U.S. manufacturers		(0.8	)		(1.0	)		(0.9	)
Other, net		0.9			(1.4	)		(2.2	)
Effective tax rate		20.1	%		28.1	%		29.3	%

Deferred U.S. Federal income taxes and foreign withholding taxes have not been provided on the remaining undistributed earnings of certain international subsidiaries of approximately $5,700,000,000 and

47

Notes to Financial Statements — (Continued)

$4,500,000,000 as of December 31, 2009 and 2008, respectively, as these earnings are considered permanently invested. Upon repatriation of these earnings to the U.S. in the form of dividends or otherwise, the Company may be subject to U.S. income taxes and foreign withholding taxes. The actual U.S. tax cost would depend on income tax laws and circumstances at the time of distribution. Determination of the related tax liability is not practicable because of the complexities associated with the hypothetical calculation.

The components of deferred income tax assets and liabilities at December 31, 2009 and 2008 were as follows:

	2009						2008
In Thousands	Asset			Liability			Asset			Liability
Goodwill and intangible assets	$	524,899		$	(792,361	)	$	211,838		$	(750,830	)
Inventory reserves, capitalized tax cost and LIFO inventory		65,598			(15,745	)		57,365			(16,808	)
Investments		33,133			(59,324	)		13,940			(118,047	)
Plant and equipment		36,879			(91,672	)		30,408			(91,872	)
Accrued expenses and reserves		114,242			—			116,220			—
Employee benefit accruals		327,991			—			306,803			—
Foreign tax credit carryforwards		211,301			—			94,653			—
Net operating loss carryforwards		511,576			—			365,473			—
Capital loss carryforwards		31,055			—			52,626			—
Allowances for uncollectible accounts		17,992			—			18,716			—
Pension liabilities		131,647			—			148,576			—
Other		119,128			(34,388	)		101,886			(33,261	)
Gross deferred income tax assets (liabilities)		2,125,441			(993,490	)		1,518,504			(1,010,818	)
Valuation allowances		(434,726	)		—			(350,280	)		—
Total deferred income tax assets (liabilities)	$	1,690,715		$	(993,490	)	$	1,168,224		$	(1,010,818	)

Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of the deferred tax asset will not be realized. The valuation allowances recorded at December 31, 2009 and 2008 relate primarily to certain net operating loss carryforwards and capital loss carryforwards.

48

Notes to Financial Statements — (Continued)

At December 31, 2009, the Company had net operating loss carryforwards available to offset future taxable income in the U.S. and certain foreign jurisdictions, which expire as follows:

	Gross Net
	Operating Loss
In Thousands	Carryforwards
2010	$	3,374
2011		6,484
2012		11,919
2013		14,907
2014		11,143
2015		3,308
2016		10,421
2017		5,155
2018		21,854
2019		59,891
2020		69,430
2021		73,808
2022		23,110
2023		19,626
2024		18,031
2025		8,306
2026		650
2027		2,163
2028		3,718
2029		2,096
Do not expire		1,241,324
	$	1,610,718

The Company has foreign tax credit carryovers of $211,301,000 as of December 31, 2009 and $94,653,000 as of December 31, 2008 that are available for use by the Company between 2010 and 2019.

The changes in the amount of unrecognized tax benefits during 2009, 2008 and 2007 were as follows:

In Thousands	2009			2008			2007
Beginning balance	$	800,000		$	773,000		$	688,000
Additions based on tax positions related to the current year		123,000			67,000			55,000
Additions for tax positions of prior years		122,000			107,000			116,000
Reductions for tax positions of prior years		(18,000	)		(66,000	)		(86,000	)
Settlements		(383,000	)		—			(26,000	)
Foreign currency translation		81,000			(81,000	)		26,000
Ending balance	$	725,000		$	800,000		$	773,000

Included in the balance at December 31, 2009, are approximately $546,000,000 of tax positions that, if recognized, would impact the Company’s effective tax rate.

The Company settled several items during 2009 related to its German and U.S. tax audits. The most significant of which related to a financing transaction, leveraged leases and mortgage-backed securities.

The Company is litigating its dispute with the Australian Tax Office over the treatment of an intercompany financing transaction between the U.S. and Australia. The Company has recorded its best estimate of the exposure for this audit; however, it is reasonably possible that the Company will resolve the Australian

49

Notes to Financial Statements — (Continued)

financing issue within the next 12 months and that the amount of the Company’s unrecognized tax benefits may decrease by approximately $159,000,000.

The Company files numerous consolidated and separate tax returns in the U.S. Federal jurisdiction and in many state and foreign jurisdictions. The following table summarizes the open tax years for the Company’s major jurisdictions:

	Open
Jurisdiction	Tax Years
United States — Federal		2001-2009
United Kingdom		2000-2009
Germany		2002-2009
France		2000-2009
Australia		2002-2009

The Company recognizes interest and penalties related to income tax matters in income tax expense.  The accrual for interest and penalties as of December 31, 2009 and 2008 was $45,000,000 and $7,000,000, respectively.

Income from Continuing Operations Per Share is computed by dividing income from continuing operations by the weighted-average number of shares outstanding for the period. Income from continuing operations per diluted share is computed by dividing income from continuing operations by the weighted-average number of shares assuming dilution for stock options and restricted stock. Dilutive shares reflect the potential additional shares that would be outstanding if the dilutive stock options outstanding were exercised and the unvested restricted stock vested during the period. The computation of income from continuing operations per share was as follows:

In Thousands except per share amounts	2009		2008		2007
Income from continuing operations	$	969,490	$	1,691,093	$	1,827,691
Income from continuing operations per share — Basic:
Weighted-average common shares		500,177		518,609		551,549
Income from continuing operations per share — Basic	$	1.94	$	3.26	$	3.31
Income from continuing operations per share — Diluted:
Weighted-average common shares		500,177		518,609		551,549
Effect of dilutive stock options and restricted stock		1,744		2,604		4,481
Weighted-average common shares assuming dilution		501,921		521,213		556,030
Income from continuing operations per share — Diluted	$	1.93	$	3.24	$	3.29

Options that were considered antidilutive were not included in the computation of diluted income from continuing operations per share. The antidilutive options outstanding as of December 31, 2009, 2008 and 2007 were 14,581,559, 11,729,898 and 3,658,862, respectively.

Cash and Equivalents included interest-bearing instruments of $791,010,000 at December 31, 2009 and $339,901,000 at December 31, 2008. Interest-bearing instruments have maturities of 90 days or less and are stated at cost, which approximates market.

50

Notes to Financial Statements — (Continued)

Trade Receivables were net of allowances for uncollectible accounts. The changes in the allowances for uncollectible accounts during 2009, 2008 and 2007 were as follows:

In Thousands	2009			2008			2007
Beginning balance	$	(75,965	)	$	(74,816	)	$	(61,649	)
Provision charged to expense		(16,191	)		(15,405	)		(5,998	)
Write-offs, net of recoveries		25,250			11,526			10,156
Acquisitions and divestitures		(2,327	)		(9,898	)		(12,886	)
Foreign currency translation		(8,602	)		9,599			(4,929	)
Transfer to assets held for sale		—			699			381
Other		(31	)		2,330			109
Ending balance	$	(77,866	)	$	(75,965	)	$	(74,816	)

Inventories at December 31, 2009 and 2008 were as follows:

In Thousands	2009		2008
Raw material	$	417,314	$	612,190
Work-in-process		137,463		174,607
Finished goods		801,456		987,900
	$	1,356,233	$	1,774,697

Inventories are stated at the lower of cost or market and include material, labor and factory overhead. The last-in, first-out (“LIFO”) method is used to determine the cost of the inventories of approximately half of the U.S. operations. Inventories priced at LIFO were 22% and 25% of total inventories as of December 31, 2009 and 2008, respectively. The first-in, first-out (“FIFO”) method, which approximates current cost, is used for all other inventories. If the FIFO method was used for all inventories, total inventories would have been approximately $115,090,000 and $159,721,000 higher than reported at December 31, 2009 and 2008, respectively.

Prepaid Expenses and Other Current Assets as of December 31, 2009 and 2008 were as follows:

In Thousands	2009		2008
Value-added-tax receivables	$	47,568	$	45,598
Insurance		31,052		30,215
Vendor advances		30,712		25,485
Income tax refunds receivable		16,222		142,179
Other		150,686		132,301
	$	276,240	$	375,778

Plant and Equipment are stated at cost less accumulated depreciation. Renewals and improvements that increase the useful life of plant and equipment are capitalized. Maintenance and repairs are charged to expense as incurred.

Depreciation was $365,372,000 in 2009, $366,711,000 in 2008 and $359,076,000 in 2007, and was reflected primarily in cost of revenues. Discontinued operations depreciation was $755,000 in 2009, $904,000 in 2008 and $4,625,000 in 2007 and was reflected in income (loss) from discontinued operations. Depreciation of plant and equipment for financial reporting purposes is computed on an accelerated basis for U.S. businesses and on a straight-line basis for a majority of the international businesses.

51

Notes to Financial Statements — (Continued)

The range of useful lives used to depreciate plant and equipment is as follows:

Buildings and improvements	10 — 50 years
Machinery and equipment	3 — 20 years
Equipment leased to others	Term of lease

Investments as of December 31, 2009 and 2008 consisted of the following:

In Thousands	2009		2008
Leases of equipment	$	271,725	$	265,278
Affordable housing limited partnerships		59,986		79,161
Venture capital limited partnership		59,046		69,053
Properties held for sale		35,908		28,876
Property developments		24,628		23,526
	$	451,293	$	465,894

Leases of Equipment

The components of the investment in leases of equipment at December 31, 2009 and 2008 were as shown below:

In Thousands	2009			2008
Leveraged, direct financing and sales-type leases:
Gross lease contracts receivable, net of nonrecourse debt service	$	145,738		$	145,842
Estimated residual value of leased assets		247,512			247,512
Unearned income		(131,385	)		(139,020	)
		261,865			254,334
Equipment under operating leases		9,860			10,944
	$	271,725		$	265,278

Deferred tax liabilities related to leveraged and direct financing leases were $54,707,000 and $110,079,000 at December 31, 2009 and 2008, respectively.

The investment in leases of equipment at December 31, 2009 and 2008 relates to the following types of equipment:

In Thousands	2009		2008
Telecommunications	$	172,011	$	168,252
Air traffic control		62,856		58,997
Aircraft		36,520		37,603
Manufacturing		338		426
	$	271,725	$	265,278

In 2003, the Company entered into a leveraged lease transaction related to air traffic control equipment in Australia with a cash investment of $48,763,000. In 2002, the Company entered into leveraged leasing transactions related to mobile telecommunications equipment with two major European telecommunications companies with a cash investment of $144,676,000. Under the terms of the telecommunications and air traffic control lease transactions, the lessees have made upfront payments to third-party financial institutions that are acting as payment undertakers. These payment undertakers are obligated to make the required scheduled payments directly to the nonrecourse debt holders and to the lessors, including the Company. In the event of default by the lessees, the Company has the right to recover its net investment from the

52

Notes to Financial Statements — (Continued)

payment undertakers. In addition, the lessees are required to purchase residual value insurance from a creditworthy third party at a date near the end of the lease term.

Income from leveraged, direct financing and sales-type leases was $7,636,000 for the year ended December 31, 2009. Expense from leveraged, direct financing and sales-type leases was $10,158,000 for the year ended December 31, 2008. Income from leveraged, direct financing and sales-type leases was $8,280,000 for the year ended December 31, 2007. Unearned income related to leveraged leases is recognized as lease income over the life of the lease based on the effective yield of the lease. The Company adjusts recognition of lease income on its leveraged leases when there is a change in the assumptions affecting total income or the timing of cash flows associated with the lease. The residual values of leased assets are estimated at the inception of the lease based on market appraisals and reviewed for impairment at least annually.

On January 1, 2007, the Company adopted new accounting guidance that addresses how a change or projected change in the timing of cash flows relating to income taxes generated by a leveraged lease transaction affects the accounting by a lessor for that lease. Upon adoption of this guidance, the Company recorded an after-tax charge to equity of $22,559,000, resulting from a change in the timing of expected cash flows related to income tax benefits of the Company’s leveraged lease transactions.

Other Investments

The Company has entered into several affordable housing limited partnerships primarily to receive tax benefits in the form of tax credits and tax deductions from operating losses. These affordable housing investments are accounted for using the effective yield method, in which the investment is amortized to income tax expense as the tax benefits are received. The tax credits are credited to income tax expense as they are allocated to the Company.

The Company entered into a venture capital limited partnership in 2001 that invests primarily in late-stage venture capital opportunities. The Company has a 25% limited partnership interest and accounts for this investment using the equity method, whereby the Company recognizes its proportionate share of the partnership’s income or loss. The partnership’s financial statements are prepared on a mark-to-market basis.

The Company has invested in property developments with a residential construction developer through partnerships in which the Company has a 50% interest. These partnership investments are accounted for using the equity method, whereby the Company recognizes its proportionate share of the partnerships’ income or loss.

The Company neither bears the majority of the risk of loss nor enjoys the majority of any residual returns relative to the property development investments and affordable housing investments, therefore it does not consolidate those entities. The Company’s maximum exposure to loss related to the property development investments and affordable housing investments is $32,253,000 and $59,986,000, respectively, as of December 31, 2009.

53

Notes to Financial Statements — (Continued)

Cash Flows

Cash flows related to investments during 2009, 2008 and 2007 were as follows:

In Thousands	2009			2008			2007
Cash used to purchase investments:
Affordable housing limited partnerships	$	(15,679	)	$	(16,078	)	$	(16,789	)
Property developments		(1,166	)		(1,739	)		(3,414	)
Venture capital limited partnership		(741	)		(1,566	)		(8,252	)
Other		—			(200	)		(279	)
	$	(17,586	)	$	(19,583	)	$	(28,734	)
Cash proceeds from investments:
Affordable housing limited partnerships	$	8,025		$	2,552		$	—
Properties held for sale		5,207			4,933			5,149
Leases of equipment		3,985			5,746			7,085
Venture capital limited partnership		2,407			12,723			44,792
Property developments		575			972			2,506
Prepaid forward contract		—			—			31,629
Other		16			6			23
	$	20,215		$	26,932		$	91,184

Goodwill and Intangible Assets — Goodwill represents the excess cost over fair value of the net assets of purchased businesses. The Company does not amortize goodwill and intangible assets that have indefinite lives. The Company performs an annual impairment assessment of goodwill and intangible assets with indefinite lives based on the estimated fair value of the related reporting unit or intangible asset.

On January 1, 2009, the Company adopted new accounting guidance on fair value measurements for all nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value on a nonrecurring basis. The new accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants and provides guidance for measuring fair value and the necessary disclosures.

When performing its annual impairment assessment, the Company compares the estimated fair value of each of its 60 reporting units to its carrying value. Fair values are determined primarily by discounting estimated future cash flows based either on current operating cash flows or on a detailed cash flow forecast prepared by the relevant reporting unit. The Company also considers additional valuation techniques, such as market multiples from similar transactions and quoted market prices of relevant public companies. If the fair value of a reporting unit is less than its carrying value, an impairment loss, if any, is recorded for the difference between the implied fair value and the carrying value of the reporting unit’s goodwill.

The Company’s indefinite-lived intangibles consist of trademarks and brands. The estimated fair values of these intangibles are determined based on a relief-of-royalty income approach derived from internally forecasted revenues of the related products. If the fair value of the trademark or brand is less than its carrying value, an impairment loss is recorded for the difference between the estimated fair value and carrying value of the intangible asset.

54

Notes to Financial Statements — (Continued)

Amortization and impairment of goodwill and other intangible assets for the years ended December 31, 2009, 2008 and 2007 were as follows:

In Thousands	2009		2008		2007
Goodwill:
Impairment	$	90,000	$	137	$	988
Intangible Assets:
Amortization		203,230		184,410		145,702
Impairment		15,568		1,438		1,166
	$	308,798	$	185,985	$	147,856

Income (loss) from discontinued operations included goodwill impairment charges of $132,563,000 in 2008 and amortization of $5,744,000 in 2008 and $13,187,000 in 2007.

In the first quarter of 2009, the Company performed its annual goodwill impairment assessment which resulted in impairment charges of $60,000,000 related to the pressure sensitive adhesives reporting unit in the Polymers & Fluids segment and $18,000,000 related to the PC board fabrication reporting unit in the Power Systems & Electronics segment.

In the third quarter of 2009, the Company changed the date of its annual goodwill impairment assessment from the first quarter to the third quarter. This constitutes a change in the method of applying an accounting principle that the Company believes is preferable, as it better aligns the timing of the Company’s goodwill impairment assessment with the Company’s annual business planning and forecasting process. In the third quarter of 2009, the Company performed its goodwill impairment assessment which resulted in a charge of $12,000,000 related to the truck remanufacturing and related parts and service reporting unit in the Transportation segment.

Also in 2009, intangible asset impairments of $15,568,000 were recorded to reduce to the estimated fair value the carrying value of certain trademarks, brands and patents. Approximately $5,800,000 of this total charge related to the PC board fabrication reporting unit and the remainder to various trademarks, brands and patents of other reporting units. The annual impairment testing of goodwill and intangible assets during 2008 and 2007 resulted in immaterial impairment charges for continuing operations.

The impairments during 2009 were primarily related to new reporting units which were acquired over the last few years before the recent economic downturn. These charges were driven primarily by lower current forecasts compared to the expected forecasts at the time the reporting units were acquired.

A summary of goodwill and intangible assets that were adjusted to fair value and the related impairment charges included in earnings for 2009 is as follows:

					Total
					Impairment
In Thousands	Book Value		Fair Value		Charges
Goodwill	$	449,000	$	359,000	$	90,000
Intangible assets		98,544		82,976		15,568

55

Notes to Financial Statements — (Continued)

The changes in the carrying amount of goodwill by segment for the years ended December 31, 2009 and 2008 were as follows:

										Power
	Transpor-			Industrial			Food			Systems &			Construction			Polymers			Decorative			All
In Thousands	tation			Packaging			Equipment			Electronics			Products			& Fluids			Surfaces			Other			Total
Balance, December 31, 2007	$	483,617		$	711,444		$	174,366		$	387,923		$	554,366		$	542,924		$	15,778		$	1,516,747		$	4,387,165
2008 activity:
Acquisitions & divestitures		138,162			32,699			39,693			60,399			10,332			269,596			—			202,568			753,449
Impairment charges		—			—			—			—			—			—			—			(132,700	)		(132,700	)
Foreign currency translation		(47,667	)		(72,698	)		(21,004	)		(22,134	)		(60,228	)		(84,490	)		(2,513	)		(103,222	)		(413,956	)
Transfer to assets held for sale		—			—			—			—			—			—			—			(76,408	)		(76,408	)
Intersegment goodwill transfers		(23,083	)		—			—			—			—			23,083			—			—			—
Balance, December 31, 2008		551,029			671,445			193,055			426,188			504,470			751,113			13,265			1,406,985			4,517,550
2009 activity:
Acquisitions & divestitures		(9,354	)		16,200			6,052			(815	)		3,495			(3,845	)		—			69,785			81,518
Impairment charges		(12,000	)		—			—			(18,000	)		—			(60,000	)		—			—			(90,000	)
Foreign currency translation		36,067			76,518			18,794			17,775			65,941			59,426			199			76,944			351,664
Intersegment goodwill transfers		(17,089	)		18,468			(3,005	)		—			—			3,646			—			(2,020	)		—
Balance, December 31, 2009	$	548,653		$	782,631		$	214,896		$	425,148		$	573,906		$	750,340		$	13,464		$	1,551,694		$	4,860,732

As of December 31, 2009 and 2008, accumulated goodwill impairment charges from continuing operations were $127,975,000 and $37,975,000, respectively.

Intangible assets as of December 31, 2009 and 2008 were as follows:

	2009							2008
			Accumulated							Accumulated
In Thousands	Cost		Amortization			Net		Cost		Amortization			Net
Amortizable intangible assets:
Customer lists and relationships	$	1,135,601	$	(302,629	)	$	832,972	$	1,019,411	$	(201,490	)	$	817,921
Patents and proprietary technology		447,210		(171,439	)		275,771		403,058		(137,748	)		265,310
Trademarks and brands		403,364		(89,251	)		314,113		400,944		(60,210	)		340,734
Software		186,955		(134,816	)		52,139		184,688		(115,747	)		68,941
Noncompete agreements		155,822		(120,011	)		35,811		146,740		(100,758	)		45,982
Other		95,490		(85,027	)		10,463		118,036		(78,371	)		39,665
Total amortizable intangible assets		2,424,442		(903,173	)		1,521,269		2,272,877		(694,324	)		1,578,553
Indefinite-lived intangible assets:
Trademarks and brands		202,148		—			202,148		201,116		—			201,116
Total intangible assets	$	2,626,590	$	(903,173	)	$	1,723,417	$	2,473,993	$	(694,324	)	$	1,779,669

Amortizable intangible assets are being amortized primarily on a straight-line basis over their estimated useful lives of 3 to 20 years.

The estimated amortization expense of intangible assets for the future years ending December 31 is as follows:

In Thousands
2010	$	204,000
2011		190,000
2012		180,000
2013		161,000
2014		148,000

56

Notes to Financial Statements — (Continued)

Other Assets as of December 31, 2009 and 2008 consisted of the following:

In Thousands	2009		2008
Cash surrender value of life insurance policies	$	340,294	$	313,028
Customer tooling		69,964		56,331
Noncurrent receivables		40,679		40,048
Prepaid pension assets		15,907		9,909
Other		95,532		81,712
	$	562,376	$	501,028

Pension and Other Postretirement Benefits — The Company has both funded and unfunded defined benefit pension and other postretirement benefit plans, predominately in the U.S. covering a majority of U.S. employees.

The U.S. primary pension plan provides benefits based on years of service and final average salary. In addition to pension benefits, the Company sponsors defined contribution retirement plans covering the majority of its U.S. employees. The Company has various defined benefit pension plans in certain foreign countries, mainly the United Kingdom, Germany, Canada and Australia. The U.S. primary postretirement health care plan is contributory with the participants’ contributions adjusted annually. The U.S. primary postretirement life insurance plan is noncontributory.

Beginning January 1, 2007, the U.S. primary pension and other postretirement benefit plans were closed to new participants. Newly hired employees and employees from acquired businesses that are not participating in these plans are eligible for additional Company contributions under the existing U.S. primary defined contribution retirement plans.

On January 1, 2008, the Company adopted new accounting guidance which required the Company to change the measurement date of its defined benefit plans to correspond with the Company’s fiscal year end. The Company previously used a September 30 measurement date. As allowed under the provisions of this new guidance, the Company elected to remeasure its plan assets and benefit obligation as of the beginning of the fiscal year. Upon adoption, the Company recorded an after-tax charge of $12,788,000 to beginning retained earnings and an after-tax gain to accumulated other comprehensive income of $3,573,000 related to the three months ended December 31, 2007.

The Company’s expense related to defined contribution plans was $66,000,000 in 2009, $66,700,000 in 2008 and $60,100,000 in 2007.

Summarized information regarding the Company’s significant defined benefit pension and other postretirement benefit plans is as follows:

										Other Postretirement
	Pension									Benefits
In Thousands	2009			2008			2007			2009			2008			2007
Components of net periodic benefit cost:
Service cost	$	97,805		$	110,381		$	115,009		$	12,567		$	14,340		$	14,957
Interest cost		119,855			119,436			106,670			30,506			32,615			32,133
Expected return on plan assets		(153,974	)		(167,391	)		(156,058	)		(13,612	)		(15,391	)		(11,594	)
Amortization of actuarial (gain) loss		8,408			2,543			20,146			40			(914	)		1,989
Amortization of prior service (income) cost		(1,587	)		(2,420	)		(2,382	)		6,423			6,261			6,261
Amortization of transition amount		163			92			15			—			—			—
Settlement/curtailment (income) loss		(11,941	)		13,226			5,766			—			(1,929	)		—
Net periodic benefit cost	$	58,729		$	75,867		$	89,166		$	35,924		$	34,982		$	43,746

57

Notes to Financial Statements — (Continued)

							Other Postretirement
	Pension						Benefits
In Thousands	2009			2008			2009			2008
Change in benefit obligation:
Benefit obligation at January 1	$	1,912,662		$	2,077,660		$	486,019		$	514,146
Service cost		97,805			110,381			12,567			14,340
Interest cost		119,855			119,436			30,506			32,615
Plan participants’ contributions		5,497			7,307			16,262			14,945
Amendments		—			949			—			—
Actuarial loss (gain)		202,795			(123,608	)		33,213			(37,259	)
Acquisitions		—			20,601			—			—
Benefits paid		(199,600	)		(148,868	)		(48,309	)		(54,947	)
Medicare subsidy received		—			—			3,822			3,342
Liabilities from other immaterial plans		—			6,026			(246	)		8,119
Adoption of new accounting guidance		—			(16,118	)		—			(10,392	)
Settlement/curtailment (gain) loss		(13,598	)		12,256			—			1,110
Foreign currency translation		68,229			(153,360	)		—			—
Benefit obligation at December 31	$	2,193,645		$	1,912,662		$	533,834		$	486,019
Change in plan assets:
Fair value of plan assets at January 1	$	1,422,478		$	2,261,930		$	194,453		$	194,449
Actual return on plan assets		271,520			(597,295	)		38,600			(57,620	)
Company contributions		217,823			41,627			58,747			78,532
Plan participants’ contributions		5,497			7,307			16,262			14,945
Acquisitions		—			19,893			—			—
Benefits paid		(199,600	)		(148,868	)		(48,309	)		(54,947	)
Assets from other immaterial plans		—			4,222			—			—
Settlement/curtailment loss		(901	)		—			—			—
Adoption of new accounting guidance		—			(26,492	)		—			19,094
Foreign currency translation		43,136			(139,846	)		—			—
Fair value of plan assets at December 31	$	1,759,953		$	1,422,478		$	259,753		$	194,453
Funded status	$	(433,692	)	$	(490,184	)	$	(274,081	)	$	(291,566	)
Other immaterial plans		(19,121	)		(17,385	)		(2,744	)		(4,545	)
Net liability at December 31	$	(452,813	)	$	(507,569	)	$	(276,825	)	$	(296,111	)
The amounts recognized in the statement of financial position as of December 31 consist of:
Other assets	$	15,907		$	9,909		$	—		$	—
Accrued expenses		(17,802	)		(18,209	)		(9,025	)		(10,287	)
Other noncurrent liabilities		(450,918	)		(499,269	)		(267,800	)		(285,824	)
Net liability at end of year	$	(452,813	)	$	(507,569	)	$	(276,825	)	$	(296,111	)
The pre-tax amounts recognized in accumulated other comprehensive income consist of:
Net loss (gain)	$	783,449		$	706,520		$	3,216		$	(5,598	)
Prior service cost		6,782			5,353			17,737			24,160
Net transition obligation		1,895			2,474			—			—
	$	792,126		$	714,347		$	20,953		$	18,562
Accumulated benefit obligation	$	1,936,088		$	1,672,185
Plans with accumulated benefit obligation in excess of plan assets as of December 31:
Projected benefit obligation	$	1,572,100		$	1,521,757
Accumulated benefit obligation	$	1,400,491		$	1,354,777
Fair value of plan assets	$	1,214,826		$	1,035,360

58

Notes to Financial Statements — (Continued)

Assumptions

The weighted-average assumptions used in the valuations of pension and other postretirement benefits were as follows:

	Pension									Other Postretirement Benefits
	2009			2008			2007			2009			2008			2007
Assumptions used to determine benefit obligations at December 31:
Discount rate		5.57	%		6.59	%		6.02	%		5.80	%		6.50	%		6.50	%
Rate of compensation increases		4.18			4.19			4.35			—			—			—
Assumptions used to determine net periodic benefit cost for years ended December 31:
Discount rate		6.59	%		6.18	%		5.50	%		6.50	%		6.75	%		5.95	%
Expected return on plan assets		8.28			8.32			8.35			7.00			7.00			7.00
Rate of compensation increases		4.19			4.35			4.26			—			—			—

The expected long-term rates of return for pension and other postretirement benefit plans were developed using historical returns while factoring in current market conditions such as inflation, interest rates and equity performance.

Assumed health care cost trend rates have an effect on the amounts reported for the postretirement health care benefit plans. The assumed health care cost trend rates used to determine the postretirement benefit obligation at December 31, 2009, 2008 and September 30, 2007 were as follows:

	2009			2008			2007
Health care cost trend rate assumed for the next year		8.21	%		8.71	%		10.40	%
Ultimate trend rate		5.00	%		5.00	%		5.00	%
Year that the rate reaches the ultimate trend rate		2020			2016			2014

A one-percentage-point change in assumed health care cost trend rates would have the following effects:

	1-Percentage-		1-Percentage-
In Thousands	Point Increase		Point Decrease
Effect on total of service and interest cost components for 2009	$	1,029	$	(1,333	)
Effect on postretirement benefit obligation at December 31, 2009	$	14,870	$	(16,619	)

Plan Assets

The Company’s overall investment strategy for the assets in the pension funds is to achieve a balance between the goals of growing plan assets and keeping risk at a reasonable level over a long-term investment horizon. In order to reduce unnecessary risk, the pension funds are diversified across several asset classes, securities and investment managers with a focus on total return. The target allocations for plan assets are 55-70% equity securities, 30-45% debt securities, 0-1% real estate and 0-10% in other types of investments. The Company does not use derivatives for the purpose of speculation, leverage, circumventing investment guidelines or taking risks that are inconsistent with specified guidelines.

The assets in the Company’s postretirement health care plan are primarily invested in life insurance policies. The Company’s overall investment strategy for the assets in the postretirement health care fund is to invest in assets that provide a reasonable tax exempt rate of return while preserving capital.

59

Notes to Financial Statements — (Continued)

The following table presents the fair value of the Company’s pension and other postretirement benefit plan assets at December 31, 2009 by asset category and valuation methodology. Level 1 assets are valued using unadjusted quoted prices for identical assets in active markets. Level 2 assets are valued using quoted prices or other observable inputs for similar assets. Level 3 assets are valued using unobservable inputs, but reflect the assumptions market participants would use in pricing the assets. Each financial instrument’s categorization is based on the lowest level of input that is significant to the fair value measurement.

In Thousands	Level 1		Level 2		Level 3		Total
Pension Plan Assets:
Cash and equivalents	$	65,986	$	—	$	—	$	65,986
Equity securities:
Domestic		118,872		—		—		118,872
Foreign		149,908		—		—		149,908
Fixed income securities:
Government securities		—		105,505		1,285		106,790
Corporate debt securities		—		235,401		2,092		237,493
Mortgage-backed securities		—		26,220		3,372		29,592
Other asset-backed securities		—		3,766		4		3,770
Investment contracts with insurance companies		—		12,560		—		12,560
Commingled funds:
Mutual funds		286,315		—		—		286,315
Collective trust funds		—		673,472		—		673,472
Partnerships/private equity interests		—		—		68,847		68,847
Other		—		4,126		2,222		6,348
	$	621,081	$	1,061,050	$	77,822	$	1,759,953
Other Postretirement Benefit Plan Assets:
Cash and equivalents	$	26,711	$	—	$	—	$	26,711
Life insurance policies		—		—		233,042		233,042
	$	26,711	$	—	$	233,042	$	259,753

Cash and equivalents include cash on hand and investments with maturities of 90 days or less and are valued at cost which approximates fair value. Equity securities primarily include common and preferred equity securities covering a wide range of industries and geographies which are traded in active markets and are valued based on quoted prices. Fixed income securities primarily consist of U.S. and foreign government bills, notes and bonds, corporate debt securities, asset-backed securities, and investment contracts. The majority of the assets in this category are valued using a bid evaluation process with bid data provided by independent pricing sources. For securities where market data is not readily available, unobservable market data is used to value the security. Commingled funds include investments in public and private pooled funds. Mutual funds are traded in active markets and are valued based on quoted prices. The underlying investments include small-cap equity, international equity and long- and short-term fixed income instruments. Collective trust funds are private funds that are valued at the net asset value which is determined based on the fair value of the underlying investments. The underlying investments include both passive and actively managed U.S. and foreign large- and mid-cap equity funds and short-term investment funds. Partnerships/private equity interests are investments in partnerships where the benefit plan is a limited partner. The investments are valued by the investment managers on a periodic basis using pricing models that use market, income and cost valuation methods. Life insurance policies are used to fund other

60

Notes to Financial Statements — (Continued)

postretirement benefits in order to obtain favorable tax treatment. In accordance with accounting guidance related to pension and other postretirement benefit plans, the investments are valued based on the cash surrender value of the underlying policies.

The following table presents a reconciliation of Level 3 assets measured at fair value for pension and other postretirement benefit plans during the year ended December 31, 2009:

	Balance,							Purchases, Sales,			Balance,
	January 1,				Unrealized			Issuances &			December 31,
In Thousands	2009		Realized Gains		Gains/(Losses)			Settlements			2009
Government securities	$	460	$	—	$	266		$	559		$	1,285
Corporate debt securities		729		—		363			1,000			2,092
Mortgage-backed securities		1,373		64		175			1,760			3,372
Other asset-backed securities		3		2		—			(1	)		4
Partnerships/private equity interests		73,168		736		(11,018	)		5,961			68,847
Life insurance policies		159,284		—		43,253			30,505			233,042
Other		1,426		1		1,181			(386	)		2,222
	$	236,443	$	803	$	34,220		$	39,398		$	310,864

Cash Flows

The Company generally funds its pension and other postretirement benefit plans as required by law or to the extent such contributions are tax deductible. The Company expects to contribute approximately $63,100,000 to its pension plans and $37,900,000 to its other postretirement benefit plans in 2010. The Company has not yet determined the extent of voluntary contributions, if any, to be made in 2010.

The Company’s portion of the benefit payments that are expected to be paid during the years ending December 31 is as follows:

			Other
			Postretirement
In Thousands	Pension		Benefits
2010	$	173,786	$	37,900
2011		173,509		39,780
2012		176,865		40,942
2013		185,671		40,623
2014		189,848		41,998
Years 2015-2019		1,008,525		232,166

Short-Term Debt as of December 31, 2009 and 2008 consisted of the following:

In Thousands	2009		2008
Bank overdrafts	$	36,069	$	53,592
Commercial paper		135,498		1,820,423
Current maturities of long-term debt		8,120		509,923
Other borrowings		33,994		50,035
	$	213,681	$	2,433,973

The weighted-average interest rate on commercial paper was 0.1% at December 31, 2009 and 1.4% at December 31, 2008.

61

Notes to Financial Statements — (Continued)

In June 2009, the Company entered into a $2,000,000,000 line of credit agreement with a termination date of June 11, 2010 which replaced the prior line of credit. This amount, along with the revolving credit facility discussed in the Long-Term Debt note, support the issuance of commercial paper. No amount was outstanding under the facility at December 31, 2009.

The weighted-average interest rate on other borrowings was 4.1% at December 31, 2009 and 1.7% at December 31, 2008.

As of December 31, 2009, the Company had unused capacity of approximately $370,000,000 under international debt facilities.

Accrued Expenses as of December 31, 2009 and 2008 consisted of accruals for:

In Thousands	2009		2008
Compensation and employee benefits	$	504,808	$	464,504
Deferred revenue and customer deposits		233,281		231,960
Rebates		115,009		123,782
Warranties		63,028		65,961
Current portion of pension and other postretirement benefit obligations		26,827		28,496
Other		416,441		400,403
	$	1,359,394	$	1,315,106

The Company accrues for product warranties based on historical experience. The changes in accrued warranties during 2009, 2008 and 2007 were as follows:

In Thousands	2009			2008			2007
Beginning balance	$	65,961		$	71,210		$	70,119
Charges		(44,190	)		(50,657	)		(51,443	)
Provision charged to expense		35,596			45,276			47,636
Acquisitions and divestitures		1,711			4,430			2,848
Foreign currency translation		3,950			(4,298	)		2,050
Ending balance	$	63,028		$	65,961		$	71,210

Long-Term Debt at December 31, 2009 and 2008 consisted of the following:

In Thousands	2009			2008
5.75% notes due March 1, 2009	$	—		$	501,812
6.55% preferred debt securities due December 31, 2011		249,902			249,857
5.15% notes due April 1, 2014		799,447			—
5.25% Euro notes due October 1, 2014		1,125,241			951,545
6.25% notes due April 1, 2019		699,894			—
4.88% senior notes due thru December 31, 2020		27,667			33,346
Other borrowings		20,843			21,246
		2,922,994			1,757,806
Current maturities		(8,120	)		(509,923	)
	$	2,914,874		$	1,247,883

In 1999, the Company issued $500,000,000 of 5.75% redeemable notes due March 1, 2009. These notes were repaid at maturity.

62

Notes to Financial Statements — (Continued)

In 2002, a subsidiary of the Company issued $250,000,000 of 6.55% preferred debt securities at 99.849% of face value. The effective interest rate of the preferred debt securities is 6.7%.

In 2005, the Company issued $53,735,000 of 4.88% senior notes at 100% of face value.

In 2007, the Company, through its wholly-owned subsidiary ITW Finance Europe S.A., issued €750,000,000 of 5.25% Euro notes due October 1, 2014, at 99.874% of face value. The effective interest rate of the notes is 5.3%.

In 2009, the Company issued $800,000,000 of 5.15% redeemable notes due April 1, 2014 at 99.92% of face value and $700,000,000 of 6.25% redeemable notes due April 1, 2019 at 99.98% of face value. The effective interest rates of the notes are 5.2% and 6.3%, respectively.

Other debt outstanding at December 31, 2009, bears interest at rates ranging from 0.3% to 13.5%, with maturities through the year 2029.

Based on rates for comparable instruments, the approximate fair value and related carrying value of the Company’s long-term debt, including current maturities as of December 31, 2009 and 2008 were as follows:

	2009				2008
In Thousands	Fair Value		Carrying Value		Fair Value		Carrying Value
5.75% notes due March 1, 2009	$	—	$	—	$	503,550	$	501,812
6.55% preferred debt securities due December 31, 2011		267,500		249,902		269,598		249,857
5.15% notes due April 1, 2014		870,176		799,447		—		—
5.25% Euro notes due October 1, 2014		1,192,860		1,125,241		856,355		951,545
6.25% notes due April 1, 2019		781,158		699,894		—		—
4.88% senior notes due thru December 31, 2020		28,815		27,667		31,555		33,346
Other borrowings		20,843		20,843		21,246		21,246
	$	3,161,352	$	2,922,994	$	1,682,304	$	1,757,806

In 2007, the Company entered into a $500,000,000 revolving credit facility with a termination date of June 15, 2012. No amounts were outstanding under this facility at December 31, 2009.

The Company’s debt agreements’ financial covenants limit total debt, including guarantees, to 50% of total capitalization. The Company’s total debt, including guarantees, was 29% of total capitalization as of December 31, 2009, which was in compliance with these covenants.

Scheduled maturities of long-term debt for the years ending December 31 are as follows:

In Thousands
2011	$	258,475
2012		7,076
2013		6,193
2014		1,929,012
2015 and future years		714,118
	$	2,914,874

In connection with forming joint ventures, the Company has provided debt guarantees of $24,000,000 at December 31, 2009. The Company has recorded liabilities related to these guarantees of $17,000,000 at December 31, 2009.

63

Notes to Financial Statements — (Continued)

At December 31, 2009, the Company had open stand-by letters of credit of $173,000,000, substantially all of which expire in 2010.

Other Noncurrent Liabilities at December 31, 2009 and 2008 consisted of the following:

In Thousands	2009		2008
Pension benefit obligation	$	450,918	$	499,269
Postretirement benefit obligation		267,800		285,824
Noncurrent tax reserves		197,957		193,560
Other		389,244		351,742
	$	1,305,919	$	1,330,395

Commitments and Contingencies — The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, including those involving environmental, product liability (including toxic tort) and general liability claims. The Company accrues for such liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date, the Company’s estimates of the outcomes of these matters and its experience in contesting, litigating and settling other similar matters. The Company believes resolution of these matters, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position, liquidity or future operations.

Among the toxic tort cases in which the Company is a defendant, the Company as well as its subsidiaries Hobart Brothers Company and Miller Electric Mfg. Co., have been named, along with numerous other defendants, in lawsuits alleging injury from exposure to welding consumables. The plaintiffs in these suits claim unspecified damages for injuries resulting from the plaintiffs’ alleged exposure to asbestos, manganese and/or toxic fumes in connection with the welding process. Based upon the Company’s experience in defending these claims, the Company believes that the resolution of these proceedings will not have a material adverse effect on the Company’s financial position, liquidity or future operations. The Company has not recorded any significant reserves related to these cases.

Preferred Stock, without par value, of which 300,000 shares are authorized, is issuable in series. The Board of Directors is authorized to fix by resolution the designation and characteristics of each series of preferred stock. The Company has no present commitment to issue its preferred stock.

64

Notes to Financial Statements — (Continued)

Common Stock, with a par value of $.01, Additional Paid-In-Capital and Common Stock Held in Treasury transactions during 2009, 2008 and 2007 are shown below.

							Additional
	Common Stock						Paid-In-Capital			Common Stock Held in Treasury
In Thousands except shares	Shares			Amount			Amount			Shares			Amount
Balance, December 31, 2006		630,900,742		$	6,309		$	1,378,587			(72,151,184	)	$	(3,220,538	)
During 2007 —
Retirement of treasury shares		(72,151,184	)		(721	)		(1,378,587	)		72,151,184			3,220,538
Shares issued for stock options		3,768,417			37			116,736			—			—
Shares surrendered on exercise of stock options		(1,950	)		—			(108	)		—			—
Shares issued for stock compensation		6,001			—			310			—			—
Stock compensation expense		—			—			30,471			—			—
Tax benefits related to stock options		—			—			16,212			—			—
Tax benefits related to defined contribution plans		—			—			9,989			—			—
Repurchases of common stock		—			—			—			(32,425,297	)		(1,757,761	)
Balance, December 31, 2007		562,522,026			5,625			173,610			(32,425,297	)		(1,757,761	)
During 2008 —
Retirement of treasury shares		(32,425,297	)		(324	)		(173,610	)		32,425,297			1,757,761
Shares issued for stock options		1,669,780			17			54,972			—			—
Shares issued for stock compensation		23,221			—			1,201			—			—
Stock compensation expense		—			—			41,686			—			—
Tax benefits related to stock options		—			—			4,844			—			—
Tax benefits related to defined contribution plans		—			—			2,794			—			—
Repurchases of common stock		—			—			—			(32,674,759	)		(1,390,594	)
Balance, December 31, 2008		531,789,730			5,318			105,497			(32,674,759	)		(1,390,594	)
During 2009 —
Shares issued for stock options		3,204,212			32			101,581			—			—
Shares issued for stock compensation and vesting of
restricted stock		20,996			—			270			—			—
Shares surrendered on vesting of restricted stock		(3,978	)		—			(150	)		—			—
Stock compensation expense		—			—			51,858			—			—
Noncontrolling interest		—			—			(2,591	)		—			—
Tax benefits related to stock options		—			—			11,416			—			—
Tax benefits related to defined contribution plans		—			—			3,104			—			—
Balance, December 31, 2009		535,010,960		$	5,350		$	270,985			(32,674,759	)	$	(1,390,594	)
Authorized, December 31, 2009		700,000,000

On August 20, 2007, the Company’s Board of Directors authorized a stock repurchase program, which provides for the buyback of up to $3,000,000,000 of the Company’s common stock over an open-ended period of time. Through December 31, 2009, the Company had repurchased 39,780,787 shares of its common stock for $1,778,942,000 at an average price of $44.72 per share.

On August 4, 2006, the Company’s Board of Directors authorized a stock repurchase program, which provided for the buyback of up to 35,000,000 shares. This program was completed in November 2007.

Cash Dividends declared were $1.24 per share in 2009, $1.18 per share in 2008 and $0.98 per share in 2007. Cash dividends paid were $1.24 per share in 2009, $1.15 per share in 2008 and $0.91 per share in 2007.

Accumulated Other Comprehensive Income — Comprehensive income is defined as the changes in equity during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by stockholders and

65

Notes to Financial Statements — (Continued)

distributions to stockholders. The changes in accumulated other comprehensive income during 2009, 2008 and 2007 were as follows:

In Thousands	2009			2008			2007
Beginning balance	$	(253,211	)	$	1,050,786		$	446,639
Foreign currency translation adjustments		716,208			(874,952	)		424,037
Adjustment to initially apply new accounting guidance related to defined benefit plans, net of tax of $(3,954) in 2008		—			3,573			—
Pension and other postretirement benefits actuarial gains (losses) net of tax of $23,213 in 2009, $249,724 in 2008 and $(89,207) in 2007		(71,197	)		(433,430	)		167,146
Amortization of unrecognized pension and other postretirement benefits costs, net of tax of $(5,089) in 2009, $(3,034) in 2008 and $(15,562) in 2007		8,357			2,532			10,467
Pension and other postretirement benefits settlements, curtailments and other, net of tax of $(225) in 2009, $1,019 in 2008 and $(3,586) in 2007		569			(1,720	)		2,497
Ending balance	$	400,726		$	(253,211	)	$	1,050,786

As of December 31, 2009 and 2008, the ending balance of accumulated comprehensive income consisted of cumulative translation adjustment income of $912,425,000 and $196,217,000, respectively, and unrecognized pension and other postretirement benefits costs of $511,699,000 and $449,428,000, respectively. The estimated unrecognized benefit cost that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2010 is $28,254,000 for pension and $6,485,000 for other postretirement benefits.

Noncontrolling Interest — On January 1, 2009, the Company adopted new accounting guidance on noncontrolling interests. Upon adoption, the Company reclassified noncontrolling interest from noncurrent liabilities to stockholders’ equity. The financial statements for all periods presented have been restated to reflect noncontrolling interest as a component of equity. The noncontrolling interest balance was $9,669,000 and $11,616,000 at December 31, 2009 and 2008, respectively.

Stock-Based Compensation — Stock options and restricted stock units have been issued to officers and other management employees under ITW’s 2006 Stock Incentive Plan (the “Plan”). The stock options generally vest over a four-year period and have a maturity of ten years from the issuance date. The fair value of restricted stock units is determined by reducing the closing market price on the date of grant by the present value of projected dividends over the vesting period. Restricted stock units generally vest after a three-year period. To cover the exercise of vested options and non-restricted common stock awards, the Company generally issues new shares from its authorized but unissued share pool. At December 31, 2009, 59,671,644 shares of ITW common stock were reserved for issuance under this Plan. Option exercise prices are equal to the common stock fair market value on the date of grant. The Company records compensation expense for the fair value of stock awards over the remaining service periods of those awards.

The following summarizes the Company’s stock-based compensation expense:

In Thousands	2009			2008			2007
Pre-tax compensation expense	$	51,858		$	41,612		$	30,438
Tax benefit		(15,565	)		(12,536	)		(8,674	)
Total stock-based compensation recorded as expense, net of tax	$	36,293		$	29,076		$	21,764

66

Notes to Financial Statements — (Continued)

The following table summarizes activity related to non-vested equity awards during 2009:

				Weighted-
				Average
	Number of			Grant-Date
	Shares			Fair Value
Unvested Restricted Stock Units:
Unvested, January 1, 2009		—		$	—
Granted		1,128,202			31.39
Vested		(14,898	)		31.40
Cancelled		(28,927	)		31.38
Unvested, December 31, 2009		1,084,377			31.39
Unvested Stock Options:
Unvested, January 1, 2009		7,316,227		$	13.55
Granted		2,189,614			10.24
Vested		(2,938,557	)		13.27
Cancelled		(205,185	)		12.69
Unvested, December 31, 2009		6,362,099			12.57

The following table summarizes stock option activity under the Plan as of December 31, 2009, and changes during the year then ended:

						Weighted-
						Average
				Weighted-		Remaining		Aggregate
	Number of			Average		Contractual		Intrinsic
	Shares			Exercise Price		Term		Value
Under option, January 1, 2009		22,708,740		$	41.66
Granted		2,189,614			35.12
Exercised		(3,204,212	)		31.71
Cancelled or expired		(377,960	)		45.55
Under option, December 31, 2009		21,316,182			42.42		5.69 years	$	133,262,180
Exercisable, December 31, 2009		14,954,083			41.37		4.63 years	$	106,353,785

As of February 12, 2010, the Compensation Committee of the Board of Directors approved an annual equity award consisting of stock options, restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”). The form of RSU provides for full “cliff” vesting three years from the date of grant. The form of PRSU provides for full “cliff” vesting after three years if the Compensation Committee certifies that the performance goals set with respect to the PRSU are met. Upon vesting, the holder will receive one share of common stock of the Company for each vested RSU or PRSU. Stock options were granted on 2,287,974 shares at an exercise price of $43.64 per share. Additionally, 711,813 RSUs and PRSUs were issued at the grant date share price of $43.64. The Company uses a binomial option pricing model to estimate the fair value of the stock options granted. The following summarizes the assumptions used in the models:

	2010			2009			2008
Risk-free interest rate		0.4-3.9	%		0.6-3.3	%		1.9-3.9	%
Weighted-average volatility		25.0	%		33.0	%		27.0	%
Dividend yield		2.78	%		2.34	%		1.96	%
Expected years until exercise		7.5-7.8			7.3-7.7			7.3-7.9

67

Notes to Financial Statements — (Continued)

Lattice-based option valuation models, such as the binomial option pricing model, incorporate ranges of assumptions for inputs. The risk-free rate of interest for periods within the contractual life of the option is based on a zero-coupon U.S. government instrument over the contractual term of the equity instrument. Expected volatility is based on implied volatility from traded options on the Company’s stock and historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise timing and employee termination rates within the valuation model. Separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The ranges presented result from separate groups of employees assumed to exhibit different behavior.

The weighted-average grant-date fair value of options granted during 2010, 2009, 2008 and 2007 was $9.59, $10.24, $13.32 and $14.37 per share, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2009, 2008 and 2007, was $38,609,000, $23,502,000, and $86,253,000, respectively. Exercise of options during the years ended December 31, 2009, 2008 and 2007, resulted in cash receipts of $101,613,000, $54,989,000 and $116,665,000, respectively.

As of December 31, 2009 there was $72,575,000 of total unrecognized compensation cost related to non-vested equity awards. That cost is expected to be recognized over a weighted-average period of 2.2 years. The total fair value of vested equity awards during the years ended December 31, 2009, 2008 and 2007 was $39,467,000, $30,185,000 and $20,841,000, respectively.

Segment Information — The Company has approximately 840 operations in 57 countries. These 840 businesses are internally reported as 60 operating segments to senior management. The Company’s 60 operating segments have been aggregated into the following eight external reportable segments: Transportation; Industrial Packaging; Food Equipment; Power Systems & Electronics; Construction Products; Polymers & Fluids; Decorative Surfaces; and All Other.

Transportation — Transportation-related components, fasteners, fluids and polymers, as well as truck remanufacturing and related parts and service.

Industrial Packaging — Steel, plastic and paper products and equipment used for bundling, shipping and protecting goods in transit.

Food Equipment — Commercial food equipment and related service.

Power Systems & Electronics — Equipment and consumables associated with specialty power conversion, metallurgy and electronics.

Construction Products — Tools, fasteners and other products for construction applications.

Polymers & Fluids — Adhesives, sealants, lubrication and cutting fluids, and hygiene products.

Decorative Surfaces — Decorative surfacing materials for furniture, office and retail space, countertops, flooring and other applications.

All Other — All other operating segments.

68

Notes to Financial Statements — (Continued)

Segment information for 2009, 2008 and 2007 was as follows:

In Thousands	2009			2008			2007
Operating revenues:
Transportation	$	2,070,938		$	2,347,366		$	2,214,413
Industrial Packaging		1,895,704			2,618,922			2,414,860
Food Equipment		1,859,277			2,133,186			1,930,281
Power Systems & Electronics		1,614,472			2,356,853			2,245,514
Construction Products		1,529,510			1,990,683			2,064,477
Polymers & Fluids		1,155,838			1,249,653			944,851
Decorative Surfaces		998,191			1,230,995			1,239,190
All Other		2,786,695			3,226,927			3,103,337
Intersegment revenues		(33,557	)		(54,244	)		(46,656	)
	$	13,877,068		$	17,100,341		$	16,110,267
Operating income:
Transportation	$	153,674		$	276,900		$	372,567
Industrial Packaging		88,755			281,134			301,251
Food Equipment		255,094			320,867			303,349
Power Systems & Electronics		216,840			464,328			451,714
Construction Products		97,864			244,822			289,064
Polymers & Fluids		70,396			180,040			158,813
Decorative Surfaces		113,727			142,582			160,973
All Other		389,629			590,613			590,035
	$	1,385,979		$	2,501,286		$	2,627,766
Depreciation and amortization and impairment of goodwill and intangible assets:
Transportation	$	115,307		$	101,303		$	87,406
Industrial Packaging		69,873			67,569			64,454
Food Equipment		40,759			41,493			34,166
Power Systems & Electronics		83,305			55,584			48,604
Construction Products		65,144			80,367			79,636
Polymers & Fluids		119,264			52,348			35,914
Decorative Surfaces		33,725			15,910			26,661
All Other		147,548			138,122			130,091
	$	674,925		$	552,696		$	506,932
Plant and equipment additions:
Transportation	$	49,985		$	83,100		$	76,952
Industrial Packaging		26,139			34,404			60,065
Food Equipment		39,925			49,430			33,875
Power Systems & Electronics		22,833			44,372			38,185
Construction Products		24,528			35,767			40,284
Polymers & Fluids		9,474			22,258			13,696
Decorative Surfaces		12,384			18,116			19,477
All Other		61,834			74,865			70,821
	$	247,102		$	362,312		$	353,355
Identifiable assets:
Transportation	$	1,983,580		$	1,924,711		$	1,739,696
Industrial Packaging		1,884,152			1,849,403			1,909,460
Food Equipment		1,042,140			1,080,487			1,084,595
Power Systems & Electronics		1,260,266			1,331,356			1,279,390
Construction Products		1,440,840			1,357,493			1,584,253
Polymers & Fluids		1,772,070			1,689,404			1,125,652
Decorative Surfaces		364,991			427,172			503,295
All Other		3,534,318			3,159,314			3,214,973
Corporate		2,799,627			2,302,140			2,941,019
Assets held for sale		—			82,071			143,529
	$	16,081,984		$	15,203,551		$	15,525,862

69

Notes to Financial Statements — (Continued)

Identifiable assets by segment are those assets that are specifically used in that segment. Corporate assets are principally cash and equivalents, investments and other general corporate assets.

Enterprise-wide information for 2009, 2008 and 2007 was as follows:

In Thousands	2009		2008		2007
Operating Revenues by Geographic Region:
United States	$	5,901,382	$	7,135,126	$	7,170,218
Europe		4,574,204		5,878,241		5,312,042
Asia		1,366,737		1,645,868		1,419,878
Other North America		827,182		1,026,153		1,017,197
Australia/New Zealand		690,845		769,974		728,062
Other		516,718		644,979		462,870
	$	13,877,068	$	17,100,341	$	16,110,267

Operating revenues by geographic region are based on the customers’ location.

The Company has thousands of product lines within its 840 businesses; therefore, providing operating revenues by product line is not practicable.

Total noncurrent assets excluding deferred tax assets and financial instruments were $9,344,000,000 and $8,960,000,000 at December 31, 2009 and 2008, respectively. Of these amounts, approximately 49% and 52% was attributed to U.S. operations for 2009 and 2008, respectively. The remaining amounts were attributed to the Company’s foreign operations, with no single country accounting for a significant portion.

70

QUARTERLY AND COMMON STOCK DATA (Unaudited)

Quarterly Financial Data

The unaudited quarterly financial data included as supplementary data reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented.

	Three Months Ended
	March 31						June 30						September 30						December 31
In Thousands except per share amounts	2009			2008			2009			2008			2009			2008			2009		2008
Operating revenues	$	3,146,379		$	4,125,810		$	3,392,906		$	4,555,881		$	3,580,354		$	4,464,621		$	3,757,429	$	3,954,029
Cost of revenues		2,152,827			2,692,485			2,248,253			2,941,457			2,315,175			2,936,599			2,428,597		2,616,330
Operating income		91,294			618,631			334,835			757,159			483,595			670,998			476,255		454,498
Income (loss) from continuing operations		(8,016	)		395,338			178,943			528,704			302,964			464,586			495,599		302,465
Income (loss) from discontinued operations		(31,358	)		(91,717	)		(2,378	)		(614	)		(546	)		(11,068	)		11,801		(68,691	)
Net income (loss)		(39,374	)		303,621			176,565			528,090			302,418			453,518			507,400		233,774
Income (loss) per share from continuing operations:
Basic		(0.02	)		0.75			0.36			1.01			0.61			0.90			0.99		0.59
Diluted		(0.02	)		0.75			0.36			1.01			0.60			0.89			0.98		0.59
Net income (loss) per share:
Basic		(0.08	)		0.58			0.35			1.01			0.60			0.88			1.01		0.46
Diluted		(0.08	)		0.57			0.35			1.01			0.60			0.87			1.01		0.46

In the first quarter of 2009, the Company recorded pre-tax impairment charges of $90.0 million related to goodwill and other intangible assets. In the fourth quarter of 2009, the Company recorded favorable discrete tax adjustments of $163.0 million related to a German tax audit settlement and additional foreign tax credits as a result of a global legal structure reorganization.

71

ITEM 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable.

ITEM 9A.  Controls and Procedures

Controls and Procedures

The Company’s management, with the participation of the Company’s Chairman & Chief Executive Officer and Senior Vice President & Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of December 31, 2009. Based on such evaluation, the Company’s Chairman & Chief Executive Officer and Senior Vice President & Chief Financial Officer have concluded that, as of December 31, 2009, the Company’s disclosure controls and procedures were effective.

Management Report on Internal Control over Financial Reporting

The Management Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm are found in Item 8. Financial Statements and Supplementary Data.

In connection with the evaluation by management, including the Company’s Chairman & Chief Executive Officer and Senior Vice President & Chief Financial Officer, no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 31, 2009 were identified that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

ITEM 9A(T).  Controls and Procedures

Not applicable.

ITEM 9B.  Other Information

Not applicable.

72

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 captions “Election of Directors” and “Corporate Governance Policies and Practices” in the Company’s Proxy Statement for the 2010 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 “Audit Committee Report” in the Company’s Proxy Statement for the 2010 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.

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 Company’s Proxy Statement for the 2010 Annual Meeting of Stockholders.

Information regarding the Company’s code of ethics that applies to the Company’s Chairman & Chief Executive Officer, Senior Vice President & 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 Company’s Proxy Statement for the 2010 Annual Meeting of Stockholders.

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 Company’s Proxy Statement for the 2010 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 Company’s Proxy Statement for the 2010 Annual Meeting of Stockholders.

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 Company’s Proxy Statement for the 2010 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 Company’s Proxy Statement for the 2010 Annual Meetings of Stockholders.

ITEM 14.  Principal Accounting Fees and Services

This information is incorporated by reference from the information under the caption “Ratification of the Appointment of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2010 Annual Meeting of Stockholders.

73

PART IV

ITEM 15.  Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The following information is included as part of Item 8. Financial Statements and Supplementary Data:

Management Report on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm

Statement of Income

Statement of Income Reinvested in the Business

Statement of Comprehensive Income

Statement of Financial Position

Statement of Cash Flows

Notes to Financial Statements

(2) Financial Statement Schedules

Not applicable.

(3) Exhibits

(i)  See the Exhibit Index within this Annual Report on 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 is less than 10% of the total assets of the Company and its subsidiaries on a consolidated basis as of December 31, 2009, with the exception of the agreements related to the 5.15% Notes due 2014 and the 6.25% Notes due 2019 which are described as Exhibit numbers 4(a) through (d) in the Exhibit Index. The Company agrees to furnish a copy of the agreement related to the debt instruments which have not been filed with Exhibit 4 to the Securities and Exchange Commission upon request.

74

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 26th day of February 2010.

ILLINOIS TOOL WORKS INC.

By:  /s/  DAVID B. SPEER

David B. Speer

Chairman & 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 26th day of February 2010.

Signatures	Title
/s/  DAVID B. SPEER David B. Speer	Chairman & Chief Executive Officer (Principal Executive Officer)
/s/  RONALD D. KROPP Ronald D. Kropp	Senior Vice President & Chief Financial Officer (Principal Financial Officer)
/s/  RANDALL J. SCHEUNEMAN Randall J. Scheuneman	Vice President & Chief Accounting Officer (Principal Accounting Officer)
WILLIAM F. ALDINGER	Director
MARVIN D. BRAILSFORD	Director
SUSAN CROWN	Director
DON H. DAVIS, JR.	Director
ROBERT C. MCCORMACK	Director
ROBERT S. MORRISON	Director
JAMES A. SKINNER	Director
DAVID B. SMITH	Director
HAROLD B. SMITH	Director
PAMELA B. STROBEL	Director
	By /s/  DAVID B. SPEER (David B. Speer, as Attorney-in-Fact)

Original powers of attorney authorizing David B. Speer to sign the Company’s 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).

75

EXHIBIT INDEX

ANNUAL REPORT on FORM 10-K

2009

Exhibit
Number			Description
	3	(a)	Restated Certificate of Incorporation of Illinois Tool Works Inc., filed as Exhibit 3(a) to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 (Commission File No. 1-4797) and incorporated herein by reference.
	3	(b)	By-laws of Illinois Tool Works Inc., as amended, filed as Exhibit 3 to the Company’s Current Report on Form 8-K filed on February 18, 2010 (Commission File No. 1-4797) and incorporated herein by reference.
	4	(a)	Indenture between Illinois Tool Works Inc. and The First National Bank of Chicago, as Trustee, dated as of November 1, 1986, filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed on January 15, 1999 (Commission File No. 333-70691) and incorporated herein by reference.
	4	(b)	First Supplemental Indenture between Illinois Tool Works Inc. and Harris Trust and Savings Bank, as Trustee, dated as of May 1, 1990, filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-3 filed on January 15, 1999 (Commission File No. 333-70691) and incorporated herein by reference.
	4	(c)	Officers’ Certificate dated March 26, 2009 establishing the terms, and setting forth the forms, of the 5.15% Notes due 2014 and the 6.25% Notes due 2019 filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 27, 2009 (Commission File No. 1-4797) and incorporated herein by reference.
	4	(d)	Registration Rights Agreement dated March 26, 2009, by and among the Company and HSBC Securities (USA) Inc. and Banc of America Securities LLC filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on March 27, 2009 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(a)*	Illinois Tool Works Inc. 1996 Stock Incentive Plan dated February 16, 1996, as amended on December 12, 1997, 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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(b)*	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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(c)*	Amendment to Illinois Tool Works Inc. 2006 Stock Incentive Plan dated February 8, 2008, filed as Exhibit 10(q) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(d)*	Second Amendment to Illinois Tool Works Inc. 2006 Stock Incentive Plan dated February 13, 2009, filed as Exhibit 10(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(e)*	Form of stock option terms filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 16, 2004 and incorporated herein by reference.
	10	(f)*	Form of stock option terms filed as Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (Commission File No. 1-4797) and incorporated herein by reference.

76

Exhibit
Number			Description
	10	(g)*	Form of stock option terms filed as Exhibit 10(o) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(h)*	Form of stock option terms filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 5, 2009 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(i)*	Form of restricted stock unit terms filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on February 5, 2009 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(j)*	Form of qualifying or performance restricted stock unit terms.
	10	(k)*	Illinois Tool Works Inc. Executive Incentive Plan adopted February 16, 1996, filed as Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(l)*	Illinois Tool Works Inc. 1982 Executive Contributory Retirement Income Plan adopted December 13, 1982, filed as Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(m)*	Illinois Tool Works Inc. 1985 Executive Contributory Retirement Income Plan adopted December 1985, filed as Exhibit 10(d) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(n)*	Amendment to the Illinois Tool Works Inc. 1985 Executive Contributory Retirement Income Plan dated May 1, 1996, filed as Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1996 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(o)*	Illinois Tool Works Inc. Executive Contributory Retirement Income Plan as amended and restated, effective January 1, 2010, filed as exhibit 10 to the Company’s Current Report on Form 8-K filed on November 5, 2009 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(p)*	Illinois Tool Works Inc. Nonqualified Pension Plan, effective January 1, 2008, as amended and approved by the Board of Directors on December 22, 2008, filed as Exhibit 10(p) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(q)*	Illinois Tool Works Inc. Directors’ Deferred Fee Plan effective May 5, 2006, as amended and approved by the Board of Directors on February 9, 2007, filed as Exhibit 10(h) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(r)*	Amendment to the Illinois Tool Works Inc. Directors’ Deferred Fee Plan, effective February 8, 2008, filed as Exhibit 10(j) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(s)*	Illinois Tool Works Inc. Phantom Stock Plan for Non-Officer Directors, as approved by the Board of Directors on December 5, 2008, filed as Exhibit 10(s) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (Commission File No. 1-4797) and incorporated herein by reference.
	10	(t)*	Consulting agreement dated January 5, 2009 between Illinois Tool Works Inc. and Hugh J. Zentmyer, filed as Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 (Commission File No. 1-4797) and incorporated herein by reference.

77

Exhibit
Number			Description
	10	(u)*	Severance, Release and Proprietary Interests Protection Agreement between Russell M. Flaum and Illinois Tool Works Inc. filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed on June 19, 2009 (Commission File No. 1-4797) and incorporated herein by reference.
	21		Subsidiaries and Affiliates of the Company.
	23		Consent of Independent Registered Public Accounting Firm.
	24		Powers of Attorney.
	31		Rule 13a-14(a) Certifications.
	32		Section 1350 Certification.
	99	(a)	Description of the capital stock of Illinois Tool Works Inc.
	101	**	The following financial and related information from the Illinois Tool Works Inc. Annual Report on Form 10-K for the year ended December 31, 2009 is formatted in Extensible Business Reporting Language (XBRL) and submitted electronically herewith: (i) Statement of Income, (ii) Statement of Financial Position, (iii) Statement of Cash Flows and (iv) related Notes to Financial Statements tagged as blocks of text.

*	Management contract or compensatory plan or arrangement.
**	As provided in Rule 406T of Regulation S-T, this information is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, and is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and is otherwise not subject to liability under these sections.

78

EX-10.J

Exhibit 10(j)

TERMS OF QUALIFYING RESTRICTED STOCK UNIT (“QRSU”) GRANT
or
PERFORMANCE RESTRICTED STOCK UNIT (“PRSU”) GRANT*
PURSUANT TO THE
ILLINOIS TOOL WORKS 2006 STOCK INCENTIVE PLAN (THE “PLAN “)

(a)	In the event of a stock dividend, stock split, reorganization or recapitalization, appropriate adjustment will be made in the number of shares subject to the QRSU.
(b)	No portion of the QRSU will vest prior to three years from [Date of Grant]. On [End of Three Years from Date of Grant], if the Compensation Committee certifies that the performance goal set with respect to this QRSU has been met, 100% of the QRSUs will become vested. Upon vesting, you will receive one share of Common Stock of the Company for each vested QRSU. Any fractional vested QRSUs will be paid in cash based on the Fair Market Value of the Common Stock on the distribution date.
(c)	You shall have no voting, dividend or subscription rights except with respect to the shares which have been issued to you following the vesting of your QRSUs. Your rights under this QRSU agreement may not be assigned or transferred other than as permitted by the Plan.
(d)	If prior to [End of Three Years from Date of Grant] you terminate employment with the Company by reason of death or disability, as defined by the Company’s benefit plans, your QRSU shall be fully vested, provided that the Compensation Committee certifies that the performance goal set with respect to this QRSU has been met.
(e)	If you retire (defined as termination of employment with the Company after attaining age 62 and 10 years of service or age 65 with 5 years of service under the Company’s retirement plan) prior to [End of Three Years from Date of Grant], and your QRSU was granted within a year prior to your retirement, then 25% of your QRSU may become vested, and if your QRSU was granted more than a year prior to your retirement, then 100% of your QRSU may become vested, provided that the Compensation Committee certifies that the performance goal set with respect to this QRSU has been met.
(f)	If you terminate your employment for any reason other than death, retirement or disability prior to [End of Three Years from Date of Grant], you will forfeit your QRSUs.
(g)	Notwithstanding the foregoing, the Compensation Committee of the Board of Directors may, in its sole discretion, deem this QRSU grant to be immediately forfeited if you are terminated for cause (as defined by the Committee), compete with the Company, or conduct yourself in a manner adversely affecting the Company.
(h)	Solely to the extent the QRSUs are considered deferred compensation within the meaning of Code Section 409A, payments shall be subject to the requirements of Code Section 409A(a)(2)(B)(i). “Corporate Change” and “disability” shall be construed consistent with applicable IRS regulations.
(i)	The QRSU is subject to the terms of the Plan. Any inconsistencies shall be resolved in favor of the Plan.
(j)	These QRSUs and the Plan should be construed in accordance with and governed by the laws of the State of Illinois, United States of America.

The vesting of this QRSU generally results in ordinary income being recognized for tax purposes in an amount equal to the fair market value of the shares issued in payment of the QRSU as of the vesting date.

*If the grant is called Performance Restricted Stock Unit, then “QRSU” would be replaced with “PRSU” wherever it appears in this form of grant.

EX-21

Exhibit 21

Illinois Tool Works Inc.
Subsidiaries and Affiliates
January 2010

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
145 ES (Canada) Limited	Indirect		100	%	Nova Scotia
9055-1599 Quebec Inc.	Indirect		100	%	Quebec
AC Codiergeräte GmbH	Indirect		100	%	Germany
ACCULUBE Manufacturing GmbH- Schmiermittel und-gerate	Direct		50	%	Germany
Alfamacchine 2 s.r.l.	Indirect		100	%	Italy
Allen France SAS	Direct		49	%	France
Alpine Automation Limited	Indirect		100	%	United Kingdom
Alpine Holdings, Inc.	Indirect		100	%	Delaware
Alpine Systems Corporation	Indirect		100	%	Ontario
Ameri-CAD, Inc.	Indirect		100	%	Texas
Anaerobicos do Brasil Adesivos Ltda.	Indirect		100	%	Brazil
Anaerobicos Srl	Indirect		100	%	Argentina
Anahol Srl	Indirect		100	%	Argentina
AOC Hi-Tech Co., Ltd.	Indirect		100	%	South Korea
Appleton Investments II L.L.C.	Indirect		100	%	Delaware
Appleton Investments L.L.C.	Indirect		100	%	Delaware
Applied Australia Pty Ltd	Indirect		100	%	Australia
ApS Strapex Omsnoringsmaskiner	Indirect		100	%	Denmark
Ark-Les Components S.A. de C.V.	Indirect		100	%	Mexico
Auralex du Mont de Magny SCI	Indirect		100	%	France
AV Co 1 Limited	Indirect		100	%	United Kingdom
AV Co 2 Limited	Indirect		100	%	United Kingdom
AV Co 3 Limited	Indirect		100	%	United Kingdom
Avery Berkel France SAS	Indirect		100	%	France
Avery India Limited	Indirect		88	%	India
Avery Malaysia Sdn Bhd	Indirect		100	%	Malaysia
Avery Weigh-Tronix (Suzhou) Co Limited	Indirect		100	%	China
Avery Weigh-Tronix B.V.	Indirect		100	%	Netherlands
Avery Weigh-Tronix Finance Limited	Indirect		100	%	United Kingdom
Avery Weigh-Tronix Holdings Limited	Indirect		100	%	United Kingdom
Avery Weigh-Tronix International Limited	Indirect		100	%	United Kingdom
Avery Weigh-Tronix Limited	Indirect		100	%	United Kingdom
Avery Weigh-Tronix Private Limited	Indirect		100	%	India
Avery Weigh-Tronix Properties Limited	Indirect		100	%	United Kingdom
Avery Weigh-Tronix UK Limited	Indirect		100	%	United Kingdom
Avery Weigh-Tronix, LLC	Indirect		100	%	Delaware
AWT Scales Limited	Indirect		100	%	United Kingdom
AXA Power ApS	Indirect		100	%	Denmark
B.C. Immo S.C.I.	Indirect		100	%	France
Bates Cargo-Pak ApS	Indirect		100	%	Denmark
Bayshore Truck Equipment Company	Indirect		100	%	Delaware
Bei Si Ya (Shanghai) Trade Co., Ltd.	Indirect		100	%	China
Berkel (Ireland) Limited	Indirect		100	%	Ireland
Berrington (UK)	Indirect		100	%	United Kingdom
Betterway Ventures Ltd.	Indirect		100	%	British Virgin Island
Binks	Indirect		100	%	United Kingdom
Bonnet (UK)	Indirect		100	%	United Kingdom
Bonnet Grande Cuisine SAS	Indirect		100	%	France
Bonnet-Thirode Belgium BVBA	Indirect		100	%	Belgium
Buehler GmbH	Indirect		100	%	Germany
Buell Industries, Inc.	Indirect		100	%	Delaware
Burseryds Bruk AB	Indirect		100	%	Sweden
Bycotest AB	Indirect		100	%	Sweden

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
Calibra Weighing Systems Limited	Indirect		100	%	United Kingdom
Cal-Sensors, Inc.	Direct		100	%	California
Capital Ventures (Australasia) S.à r.l	Indirect		100	%	Luxembourg
CCC Heavy Duty Truck Parts Company	Indirect		100	%	Delaware
CCC Parts Company	Indirect		100	%	Delaware
CCC Truck Parts Company	Indirect		100	%	Delaware
CCI Corporation	Direct		100	%	Delaware
CCI Realty Company	Indirect		100	%	Delaware
Celcor Ltd.	Indirect		100	%	Ontario
CER Foils SAS	Indirect		100	%	France
CER SAS	Indirect		100	%	France
Cetram Pty. Limited	Indirect		100	%	Australia
CFC Europe (UK) Limited	Direct		100	%	United Kingdom
CFC Europe GmbH	Indirect		100	%	Germany
CFC INTERNATIONAL (Europe) GmbH	Indirect		100	%	Germany
CFC International Corporation	Direct		100	%	Delaware
Chris Kay (UK) Limited	Indirect		100	%	United Kingdom
Chris Kay	Indirect		100	%	Ireland
CKFE Limited	Indirect		100	%	Hong Kong
Cleanman Cleaning Devices Ltd.	Indirect		100	%	Taiwan
Comercial Quimisol, S.A.	Indirect		100	%	Spain
Compagnie de Matériel et d’Equipements Techniques — COMET S.A.S.	Direct & Indirect		100	%	France
Compagnie Hobart S.A.S.	Indirect		100	%	France
Constructions Isothermiques Bontami SAS	Indirect		100	%	France
Constructora De Basculas S.A. de C.V.	Indirect		49	%	Mexico
Corporación Coral S. de R.L. de C.V.	Indirect		100	%	Mexico
Crane Carrier (Canada) Limited	Indirect		100	%	Canada
Crane Carrier Company	Indirect		100	%	Delaware
Crosstronic Polska Sp. z.o.o.	Indirect		100	%	Poland
CS (Australasia) Limited	Indirect		100	%	Bermuda
CS (Australia) Pty Limited	Indirect		100	%	Australia
CS (Europe) Holdings Ltd.	Indirect		100	%	Bermuda
CS (Far East) Holding Company Ltd.	Indirect		100	%	Bermuda
CS (Finance) Europe S.a.r.l.	Indirect		100	%	Luxembourg
CS (Global) Holdings Ltd.	Indirect		100	%	Bermuda
CS (Investments) Ltd.	Indirect		100	%	Bermuda
CS (Ventures) Ltd.	Indirect		100	%	Bermuda
CS Financing I LLC	Indirect		100	%	Delaware
CS Mexico Holding Company S DE RL DE CV	Indirect		100	%	Mexico
CS Packaging Corporation Ltd.	Indirect		100	%	British Virgin Island
CS PMI Holdings Inc.	Indirect		100	%	Delaware
CSMTS INC.	Indirect		100	%	Delaware
CSTS L.L.C.	Direct		100	%	Delaware
Cullen Building Products Limited	Indirect		100	%	Scotland
Cullen Building Products Limited	Indirect		100	%	Ireland
Cullen Building Products, Inc.	Indirect		100	%	Canada
Cumberland Leasing Co.	Indirect		100	%	Illinois
Cyclone Industries Pty Ltd	Indirect		100	%	Australia
D.F. International (Dominican Republic) Inc.	Indirect		100	%	Delaware
Dacro B.V.	Indirect		100	%	Netherlands
DaeLim Placo Company, Ltd.	Indirect		100	%	South Korea
DaeLim Plastic Industrial Company, Ltd.	Indirect		100	%	South Korea
D-Clean profi, s.r.o.	Indirect		100	%	Czech Republic
De Ville Australia Pty Ltd	Indirect		100	%	Australia
Deben Systems Limited	Indirect		100	%	United Kingdom
Densit ApS	Indirect		100	%	Denmark
Densit Asia Pacific Sdn Bhd	Indirect		100	%	Malaysia
Deutsche Capital Solutions GmbH	Indirect		100	%	Germany
Devcon Limited	Indirect		100	%	Ireland

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
Devilbiss Company Limited, The	Indirect		100	%	United Kingdom
DeVilbiss Equipamentos para Pinturas Ltda.	Direct & Indirect		100	%	Brazil
DeVilbiss Europa Unterstuetzungskasse GmbH	Indirect		100	%	Germany
DeVilbiss Ransburg de Mexico S. DE R.L. DE C.V.	Direct & Indirect		100	%	Mexico
DGFC Inc.	Indirect		100	%	Delaware
DHP (Thailand) Limited	Direct & Indirect		100	%	Thailand
DHP Co., Ltd.	Indirect		100	%	South Korea
Diagraph Corporation Sdn. Bhd	Direct		100	%	Malaysia
Diagraph Mexico, S.A. de C.V.	Direct & Indirect		100	%	Mexico
Diagraph ITW Mexico, S. de R.L. De C.V.	Indirect		100	%	Mexico
Distribuidora de Productos Sebring, S. de R.L. de C.V.	Indirect		100	%	Mexico
Dongguan Ark-Les Electric Components Co., Ltd.	Indirect		100	%	China
Dongguan CK Branding Co., Ltd.	Indirect		100	%	China
Dorbyl U.K. (Holdings) Limited	Indirect		100	%	United Kingdom
Duo-Fast Corporation	Direct		100	%	Illinois
Duo-Fast de Espana S.A.	Indirect		100	%	Spain
Duo-Fast Korea Co. Ltd.	Indirect		49	%	South Korea
E.C.S. d.o.o.	Indirect		100	%	Croatia
Eddie Connally & Co Limited	Indirect		100	%	Ireland
EDS Belgium N.V.	Indirect		100	%	Belgium
EH Wachs GmbH	Direct		100	%	Germany
Elance Software Technology Private Ltd.	Indirect		100	%	India
Elastomeric Roofing Systems, Inc.	Direct		100	%	Minnesota
Electric Light Development Ltd.	Indirect		100	%	British Virgin Island
Elga AB	Indirect		100	%	Sweden
Elga Skandinavian AS	Indirect		100	%	Norway
Elisphere Sarl	Indirect		50	%	France
Emballage Diffusion Service	Indirect		80	%	France
Empaques Sultana, S. de R.L. de C.V.	Indirect		100	%	Mexico
Endra B.V.	Indirect		100	%	Netherlands
Envases Multipac, S.A. de C.V.	Direct		49	%	Mexico
Envopak Group	Indirect		100	%	United Kingdom
Epirez Australia Pty Ltd	Indirect		100	%	Australia
Equipamentos Cientificos Instron Ltda.	Indirect		100	%	Brazil
Eserre Corporation	Direct		100	%	California
Euco Densit LLC	Indirect		40	%	Ohio
Eurofoil Limited	Indirect		100	%	United Kingdom
Euromere Spraycore SAS	Indirect		100	%	France
Eurotec Deutschland GmbH	Indirect		100	%	Germany
Eurotec s.r.l.	Indirect		100	%	Italy
Exploitatiemaatschappij Crosstronic B.V.	Indirect		100	%	Netherlands
Falcon Leasing Systems Ltd.	Direct		51	%	Bermuda
Fantapak International Corporation	Direct		100	%	Michigan
Farmadan AS	Indirect		100	%	Norway
FEG Investments L.L.C.	Indirect		100	%	Delaware
Fellowell Holdings Co. Ltd.	Direct & Indirect		100	%	Thailand
Filtertek B.V.	Indirect		100	%	Netherlands
Filtertek De Mexico Holding Inc.	Indirect		100	%	Delaware
Filtertek De Mexico, S.A. de C.V.	Indirect		100	%	Mexico
Filtertek do Brazil Industria E Comercio Ltda.	Indirect		100	%	Brazil
Filtertek GmbH	Indirect		100	%	Germany
Filtertek S.A.	Indirect		100	%	France
Flejes MISA, S. de R.L. de C.V.	Indirect		100	%	Mexico
Flejes Modelo, S. De RL DE CV	Indirect		100	%	Mexico
Forkardt Deutschland GmbH	Indirect		100	%	Germany
Forkardt France SAS	Indirect		100	%	France
Forkardt International Limited	Indirect		100	%	United Kingdom
Forkardt Schweiz GmbH	Indirect		100	%	Switzerland
Forte Lubricants Limited	Indirect		100	%	United Kingdom
Foster Canada Inc.	Indirect		100	%	Canada

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
Foster Refrigerator (U.K.)	Indirect		100	%	United Kingdom
Foster Refrigerator France S.A.S.	Indirect		100	%	France
Gamko Holding B.V.	Indirect		100	%	Netherlands
Gamko Kühltechnik GmbH	Indirect		100	%	Germany
Gamko Réfrigération S.a.r.l.	Indirect		100	%	France
Gamko Refrigeration U.K. Limited	Indirect		100	%	United Kingdom
Gamko Slovakia S.R.O.	Indirect		100	%	Slovakia
Gamko Vyroba S.R.O.	Indirect		100	%	Slovakia
GC Financement SA	Indirect		50	%	France
GloboPlastt s.r.o.	Indirect		100	%	Slovakia
GMB Administracao de Imoveis Ltda.	Indirect		100	%	Brazil
GSE Holdings Inc.	Indirect		100	%	Delaware
GSE IP LLC	Indirect		100	%	Delaware
Gymcol Brasil Adesivos Ltda.	Indirect		100	%	Brazil
H.A. Springer marine + industrie service GmbH	Indirect		100	%	Germany
Hartness Aviation, LLC	Direct		100	%	South Carolina
Hartness International Europe, GmbH	Indirect		100	%	Germany
Haubold Befestigungstechnik GmbH	Indirect		100	%	Germany
Haubold Paslode GmbH	Indirect		100	%	Switzerland
Haubold-Kihlberg bvba	Indirect		100	%	Belgium
Heavy Duty Parts, Inc.	Indirect		100	%	Delaware
Heger Belgium BVBA	Indirect		100	%	Belgium
Heger GmbH European Diamond Tools	Indirect		100	%	Germany
Heger Holland B.V	Indirect		100	%	Netherlands
Heikaus Verpackungssysteme GmbH	Indirect		100	%	Germany
High Mind International Offshore Limited	Indirect		100	%	British Virgin Island
Highland Champ Corporation	Indirect		100	%	British Virgin Island
Higiene Integral Medioambiental, S.L	Indirect		100	%	Spain
HMI Grande Cuisine SA	Indirect		100	%	France
Hobart (Japan) K.K.	Indirect		100	%	Japan
Hobart Andina S.A.	Indirect		100	%	Columbia
Hobart Argentina S.A.	Indirect		100	%	Argentina
Hobart Brothers Company	Indirect		100	%	Ohio
Hobart Brothers International Limitada	Indirect		100	%	Chile
Hobart Canada Corp.	Indirect		100	%	Canada
Hobart Corporation	Indirect		100	%	Delaware
Hobart Dayton Mexicana S.A. de R.L. de C.V.	Indirect		100	%	Mexico
Hobart do Brasil Ltd.	Indirect		100	%	Brazil
Hobart Food Equipment Co. Ltd.	Indirect		100	%	China
Hobart Foster (South Africa) Pty. Ltd.	Indirect		100	%	South Africa
Hobart Foster Belgium B.V.B.A.	Indirect		100	%	Belgium
Hobart Foster Scandinavia ApS	Indirect		100	%	Denmark
Hobart Foster Techniek B.V.	Indirect		100	%	Netherlands
HOBART Gesellschaft mit beschränkter Haftung	Indirect		100	%	Germany
Hobart International (Singapore) Pte. Ltd.	Indirect		100	%	Singapore
Hobart International (South Asia), Inc.	Indirect		100	%	Delaware
Hobart Korea Co. Ltd.	Indirect		100	%	South Korea
Hobart Nederland B.V.	Indirect		100	%	Netherlands
Hôpital Services Systemes S.A.S.	Indirect		100	%	France
Horis SAS	Indirect		100	%	France
Houchin Aerospace	Indirect		100	%	United Kingdom
Hsb SOFT Limited	Indirect		100	%	Ireland
HsbSOFT Cia Ltda	Indirect		100	%	Ecuador
HsbSOFT, BVBA	Indirect		100	%	Belgium
Hwa Meir Packing Daily Commodities Co., Ltd.	Indirect		100	%	China
I.T.W. Inc.	Direct		100	%	Illinois
I.W.D. Strapping Sales Pty. Ltd.	Indirect		100	%	Australia
Illinois Tool Works (Chile) S.A.	Indirect		100	%	Chile
Illinois Tool Works (ITW) Nederland B.V.	Indirect		100	%	Netherlands
Illinois Tool Works Norway AS	Indirect		100	%	Norway

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
Immobiliere — Services — Industries — Isis SNC	Indirect		100	%	France
Indiana Pickling and Processing Company	Direct		44	%	Indiana
Industrias Concepto del Pacifico Guatemala S.A.	Indirect		100	%	Guatemala
Industrias Quimicas Kimsa, S.L.	Indirect		100	%	Spain
Industrie- en Handelsonderneming Crosstronic B.V.	Indirect		100	%	Netherlands
InHold (NZ) Finance Ltd.	Indirect		100	%	Bermuda
InHold (UK) Finance Ltd.	Indirect		100	%	Bermuda
Inmobillaria Cit., S.A. de C.F.	Direct		49	%	Mexico
Innova Temperlite 1200, S.A. de C.V.	Indirect		100	%	Mexico
Innova Temperlite Servicios, S.A. de C.V.	Indirect		100	%	Mexico
Instron	Indirect		100	%	United Kingdom
Instron (Hong Kong) Pte Limited	Direct		100	%	Hong Kong
Instron (Shanghai) Experiment Equipment Trade Co., Ltd.	Indirect		100	%	China
Instron (Thailand) Limited	Indirect		100	%	Thailand
Instron Canada Inc.	Direct		100	%	Canada
Instron Deutschland GmbH	Indirect		100	%	Germany
Instron Foreign Sales Corp. Limited	Direct		100	%	Jamaica
Instron Holdings Limited	Indirect		100	%	United Kingdom
Instron India Private Limited	Indirect		100	%	India
Instron International Limited	Indirect		100	%	United Kingdom
Instron Japan Company, Ltd.	Direct		100	%	Massachusetts
Instron Korea Co., Ltd.	Indirect		100	%	South Korea
Instron Proprietary Limited	Indirect		100	%	Australia
Instron S.A.S.	Indirect		100	%	France
Instron Singapore Pte Limited	Indirect		100	%	Singapore
Instron Structural Testing Systems GmbH	Indirect		100	%	Germany
Instron Structural Testing Systems Limited	Indirect		100	%	United Kingdom
International Leasing Company	Indirect		100	%	Delaware
Interstrap B.V.	Indirect		100	%	Netherlands
IPHC LLC	Indirect		100	%	Delaware
ITW (China) Investment Company Limited	Indirect		100	%	China
ITW (Deutschland) GmbH	Indirect		100	%	Germany
ITW (EU) Holdings Ltd.	Indirect		100	%	Bermuda
ITW (Europe) GmbH	Indirect		100	%	Germany
ITW (Malaysian) Holdings Company Ltd.	Indirect		100	%	Bermuda
ITW Acmor (Shanghai) Company Limited	Indirect		100	%	China
ITW Administration GmbH	Indirect		100	%	Germany
ITW AEP LLC	Direct		100	%	Delaware
ITW AFC Pty Limited	Indirect		100	%	Australia
ITW Air Hammer s.r.o	Indirect		100	%	Czech Republic
ITW Aircraft Investments Inc.	Indirect		100	%	Delaware
ITW Airport Ground Equipment (Beijing) Co. Ltd.	Indirect		100	%	China
ITW Alpha Sárl	Indirect		100	%	Luxembourg
ITW Ampang Industries Philippines, Inc.	Indirect		100	%	Philippines
ITW Angleboard AB	Indirect		100	%	Sweden
ITW Ark-Les Corporation	Direct		100	%	Massachusetts
ITW Australia Pty. Ltd.	Indirect		100	%	Australia
ITW Austria Vertriebs GmbH	Indirect		100	%	Austria
ITW Automotive Components & Fasteners Japan K.K.	Indirect		100	%	Japan
ITW Automotive Fasteners (Shanghai) Co., Ltd.	Indirect		100	%	China
ITW Automotive Italia s.r.l.	Indirect		100	%	Italy
ITW Automotive Products-Verwaltungs GmbH	Indirect		100	%	Germany
ITW Bailly Comte S.A.S.	Indirect		100	%	France
ITW Befestigungssysteme GmbH	Indirect		100	%	Germany
ITW Belgium S.p.r.l.	Indirect		100	%	Belgium
ITW Bevestigingssystemen B.V.	Indirect		100	%	Netherlands
ITW Brazilian Nominee L.L.C.	Indirect		100	%	Delaware
ITW Building Components Group Inc.	Indirect		100	%	Delaware
ITW Bulgaria EOOD	Indirect		100	%	Bulgaria
ITW Canada	Indirect		100	%	Ontario

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
ITW Canada Holdings Company	Indirect		100	%	Nova Scotia
ITW Canada Management Company/Compagnie Gestion	Indirect		100	%	Nova Scotia
ITW Cayman	Indirect		100	%	Cayman Islands
ITW Chemical Products Ltda	Indirect		100	%	Brazil
ITW Chemical Products Scandinavia ApS	Indirect		100	%	Denmark
ITW Chemische Produkte GmbH & Co. KG	Indirect		100	%	Germany
ITW Construction Products (SEA) Pte. Ltd.	Indirect		100	%	Singapore
ITW Construction Products (Suzhou) Co. Ltd.	Indirect		100	%	China
ITW Construction Products AB	Indirect		100	%	Sweden
ITW Construction Products ApS	Indirect		100	%	Denmark
ITW Construction Products AS	Indirect		100	%	Norway
ITW Construction Products CR, s.r.o.	Indirect		100	%	Czech Republic
ITW Construction Products Espana S.A.	Indirect		100	%	Spain
ITW Construction Products Italy s.r.l.	Indirect		100	%	Italy
ITW Construction Systems Australia Pty Ltd	Indirect		100	%	Australia
ITW Contamination Control (Wujiang) Company Limited	Indirect		100	%	China
ITW Covid Security Group Inc.	Direct		100	%	Delaware
ITW CP Distribution Center Holland BV	Indirect		100	%	Netherlands
ITW CPM S.A.S.	Indirect		100	%	France
ITW CS (UK) Ltd.	Indirect		100	%	United Kingdom
ITW Cupids LLC	Indirect		100	%	Delaware
ITW Cupids, L.P.	Indirect		100	%	Delaware
ITW de France S.A.S.	Indirect		100	%	France
ITW de Guatemala Y Compañia, Sociedad en Comandita por Acciones	Indirect		100	%	Guatemala
ITW DelFast do Brasil Ltda.	Direct & Indirect		100	%	Brazil
ITW Delta Sárl	Indirect		100	%	Luxembourg
ITW Denmark ApS	Indirect		100	%	Denmark
ITW Devcon Industrial Products GmbH	Indirect		100	%	Germany
ITW do Brazil Industrial e Comercial Ltda.	Direct & Indirect		100	%	Brazil
ITW Domestic Finance II Inc.	Indirect		100	%	Delaware
ITW Domestic Holdings Inc.	Indirect		100	%	Delaware
ITW Dynatec (Hong Kong) Limited	Direct		50	%	Hong Kong
ITW Dynatec GmbH	Indirect		100	%	Germany
ITW Dynatec Kabushiki Kaisha	Direct		100	%	Japan
ITW Dynatec Singapore Pte. Ltd.	Direct		50	%	Singapore
ITW Electronic Business Asia Co., Limited	Direct		100	%	Taiwan
ITW Electronic Component Manufacturing Company d.o.o.	Indirect		100	%	Slovenia
ITW Electronic Components/Products (Shanghai) Company Limited	Indirect		100	%	China
ITW Electronic Packaging (Malta) Ltd.	Indirect		100	%	Malta
ITW Epsilon Sárl	Indirect		100	%	Luxembourg
ITW Espana S.A.	Indirect		100	%	Spain
ITW European Participations LLC	Indirect		100	%	Delaware
ITW Fastener Products GmbH	Indirect		100	%	Germany
ITW Fastex de Argentina S.A.	Indirect		95	%	Argentina
ITW Fastex France S.A.S.	Indirect		100	%	France
ITW FEG Hong Kong Limited	Indirect		100	%	Hong Kong
ITW Finance Europe SA	Direct		100	%	Luxembourg
ITW Finance II L.L.C.	Direct & Indirect		100	%	Delaware
ITW Finishing Equipment (Shanghai) Co., Ltd.	Indirect		100	%	China
ITW Finishing LLC	Indirect		100	%	Delaware
ITW Fluid Handling Equipment (Suzhou) Co., Ltd.	Indirect		100	%	China
ITW Foils	Indirect		100	%	France
ITW Foils B.V.	Indirect		100	%	Netherlands
ITW Foils, S.L.	Indirect		100	%	Spain
ITW Food Equipment Group LLC	Indirect		100	%	Delaware
ITW Gamma Sárl	Indirect		100	%	Luxembourg
ITW Gema (Shanghai) Co Ltd	Indirect		100	%	China
ITW Gema GmbH	Indirect		100	%	Switzerland

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
ITW Gema s.r.l.	Indirect		100	%	Italy
ITW German Management LLC	Indirect		100	%	Delaware
ITW German Real Estate Management GmbH & Co. KG	Indirect		100	%	Germany
ITW Global Investments Holdings LLC	Indirect		100	%	Delaware
ITW Global Investments Inc.	Indirect		100	%	Delaware
ITW Graphics Asia Limited	Indirect		100	%	Hong Kong
ITW Graphics France Sarl	Indirect		100	%	France
ITW Graphics Italy Srl	Indirect		100	%	Italy
ITW Graphics Tekstil Sanayi Ve Dis Ticaret Limited Sirketi	Indirect		100	%	Turkey
ITW Great Britain Investment & Licensing Holding Company	Indirect		100	%	Delaware
ITW Group European Finance Company Ltd.	Indirect		100	%	Bermuda
ITW Group France (Luxembourg) Sarl	Indirect		100	%	Luxembourg
ITW Guatemala Holdings LLC	Direct		100	%	Delaware
ITW Gunther S.A.S.	Indirect		100	%	France
ITW Heller GmbH	Indirect		100	%	Germany
ITW Henschel GmbH	Indirect		100	%	Germany
ITW Hi-Cone Japan Limited	Direct		100	%	Japan
ITW HLP Thailand Co. Ltd.	Direct & Indirect		100	%	Thailand
ITW Holding Química B.C., S.L.	Indirect		100	%	Spain
ITW Holdings Pty Ltd	Indirect		100	%	Australia
ITW Holdings UK	Indirect		100	%	United Kingdom
ITW Idle Facilities LLC	Indirect		100	%	Delaware
ITW ILC Holdings I Inc.	Indirect		100	%	Delaware
ITW ILC Holdings II Inc.	Indirect		100	%	Delaware
ITW Imaden Industria e Comercio Ltda.	Direct & Indirect		100	%	Brazil
ITW India Limited	Direct		99	%	India
ITW Industrial Components s.r.l.	Indirect		100	%	Italy
ITW Industrial Packaging Australia Pty Ltd	Indirect		100	%	Australia
ITW Industrial Products Trading (Shanghai) Co., Ltd.	Indirect		100	%	China
ITW Industry Co., Ltd.	Indirect		100	%	Japan
ITW Industry SAS	Indirect		100	%	France
ITW International Finance S.A.S.	Indirect		100	%	France
ITW International Holdings LLC	Indirect		100	%	Delaware
ITW Investments Limited	Indirect		100	%	United Kingdom
ITW Ireland	Indirect		100	%	Ireland
ITW Ireland Holdings	Indirect		100	%	Ireland
ITW Ispracontrols Bulgaria EOOD	Indirect		100	%	Bulgaria
ITW Italy Finance Srl	Indirect		100	%	Italy
ITW Italy Holding S.r.l.	Indirect		100	%	Italy
ITW Limited	Indirect		100	%	United Kingdom
ITW Litec France S.A.S.	Indirect		100	%	France
ITW Lombard Holdings Inc.	Indirect		100	%	Delaware
ITW Meritex Sdn. Bhd.	Indirect		100	%	Malaysia
ITW Metal Fasteners, S.L.	Indirect		100	%	Spain
ITW Metalflex, druŽba za proizvodnjo delov za gospodinjske aparate, d.o.o. TOLMIN	Indirect		100	%	Slovenia
ITW Mexico Capital, S. DE R.L. DE C.V.	Indirect		100	%	Mexico
ITW Mexico Holding Company S DE RL DE CV	Indirect		100	%	Mexico
ITW Mexico Holding Inc.	Indirect		100	%	Delaware
ITW Mexico Holdings LLC	Indirect		100	%	Delaware
ITW México, S. de R.L. de C.V.	Direct & Indirect		100	%	Mexico
ITW Mima Films L.L.C.	Indirect		100	%	Delaware
ITW Mima Holdings L.L.C.	Indirect		100	%	Delaware
ITW Mima Systems S.A.S.	Indirect		100	%	France
ITW Minigrip (Thailand) Co., Ltd.	Direct & Indirect		100	%	Thailand
ITW Morlock GmbH	Indirect		100	%	Germany
ITW Mortgage Investments I, Inc.	Indirect		100	%	Delaware
ITW Mortgage Investments II, Inc.	Indirect		100	%	Delaware
ITW Mortgage Investments III, Inc.	Indirect		100	%	Delaware
ITW Mortgage Investments IV, Inc.	Indirect		100	%	Delaware

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
ITW New Zealand Limited	Indirect		100	%	New Zealand
ITW Novadan ApS	Indirect		100	%	Denmark
ITW NZ Holdco	Indirect		100	%	New Zealand
ITW Oberflaechentechnik GmbH	Indirect		100	%	Germany
ITW Operations Australia Pty Ltd	Indirect		100	%	Australia
ITW Packaging (Malaysia) Sdn Bhd	Indirect		100	%	Malaysia
ITW Packaging (Shanghai) Limited	Indirect		100	%	China
ITW Packaging Systems Group GmbH	Indirect		100	%	Germany
ITW Packaging Systems OOO	Indirect		100	%	Russia
ITW Paris E.U.R.L.	Indirect		100	%	France
ITW Participations S.à r.l.	Indirect		100	%	Luxembourg
ITW Pension Funds Trustee Company	Indirect		100	%	United Kingdom
ITW Performance Polymers & Fluids OOO	Indirect		100	%	Russia
ITW Performance Polymers (Wujiang) Co., Ltd.	Indirect		100	%	China
ITW Performance Polymers and Fluids (Hong Kong) Co. Limited	Indirect		100	%	Hong Kong
ITW Performance Polymers and Fluids Pte. Ltd.	Indirect		100	%	Singapore
ITW Performance Polymers and Fluids Trading (Wujiang) Co., Ltd.	Indirect		100	%	China
ITW Philippines Holdings LLC	Indirect		100	%	Delaware
ITW Philippines, Inc.	Indirect		100	%	Philippines
ITW PMI Investments, Inc.	Indirect		100	%	Delaware
ITW Poly Mex, S. de R.L. de C.V.	Direct & Indirect		100	%	Mexico
ITW Poly Recycling GmbH	Indirect		100	%	Switzerland
ITW Pronovia s.r.o.	Indirect		100	%	Czech Republic
ITW Real Estate Management GmbH	Indirect		100	%	Germany
ITW Reid Holdings Pty Ltd	Indirect		100	%	Australia
ITW Residuals III L.L.C.	Indirect		100	%	Delaware
ITW Residuals IV L.L.C.	Indirect		100	%	Delaware
ITW Retail Group Pty Limited	Indirect		100	%	Australia
ITW Reyflex Argentina S.R.L.	Indirect		100	%	Argentina
ITW Reyflex France S.A.S.	Indirect		100	%	France
ITW Rivex S.A.S.	Indirect		100	%	France
ITW Servicios, S. de R.L. de C.V.	Indirect		100	%	Mexico
ITW Shippers S.p.r.l.	Indirect		100	%	Belgium
ITW Signode Australasia Pty Limited	Indirect		100	%	Australia
ITW Signode Holding GmbH	Indirect		100	%	Germany
ITW Signode Polska Sp. z.o.o.	Indirect		100	%	Poland
ITW Singapore (Pte) Ltd.	Indirect		100	%	Singapore
ITW SMPI S.A.S.	Indirect		100	%	France
ITW Spain Holdings, S.L.	Indirect		100	%	Spain
ITW Specialty Film LLC	Indirect		100	%	South Korea
ITW Specialty Films France	Indirect		100	%	France
ITW Specialty Films Italy S.r.l.	Indirect		100	%	Italy
ITW Spraytec	Indirect		100	%	France
ITW Strapping (Shenyang) Company Limited	Indirect		100	%	China
ITW Surfaces & Finitions S.A.S.	Indirect		100	%	France
ITW Sverige AB	Indirect		100	%	Sweden
ITW Sweden Holding AB	Indirect		100	%	Sweden
ITW Syn-Tex México. S.A. de C.V.	Indirect		100	%	Mexico
ITW Tech Spray L.L.C.	Direct		100	%	Delaware
ITW Test & Measurement (Shanghai) Co. Ltd.	Indirect		100	%	China
ITW Test and Measurement Italia Srl	Indirect		100	%	Italy
ITW Texwipe Philippines, Inc.	Indirect		100	%	Philippines
ITW Thermal Films (Shanghai) Co., Ltd.	Indirect		100	%	China
ITW Tiede Non-destructive testing GmbH	Indirect		100	%	Germany
ITW UK	Indirect		100	%	United Kingdom
ITW Universal L.L.C.	Direct		100	%	Delaware
ITW V.A.C. BV	Indirect		100	%	Netherlands
ITW Welding Products B.V.	Indirect		100	%	Netherlands
ITW Welding Products Group FZE	Indirect		100	%	UAE -Dubai

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
ITW Welding Products Group S. DE R.L. DE C.V.	Indirect		100	%	Mexico
ITW Welding Products Italy Srl	Indirect		100	%	Italy
ITW Welding S.A.S.	Indirect		100	%	France
ITW Welding Singapore Pte. Ltd.	Indirect		100	%	Singapore
ITW Welding Torches Europe D-Tech GmbH	Indirect		100	%	Germany
James Briggs Limited	Indirect		100	%	United Kingdom
James Briggs Holdings Limited	Indirect		100	%	United Kingdom
Japan Polymark Co. Ltd.	Indirect		40	%	Japan
Josef Kihlberg AB	Indirect		100	%	Sweden
Josef Kihlberg AS	Indirect		100	%	Norway
Kartro Balti OU	Indirect		100	%	Estonia
KB Sektionen 1	Indirect		100	%	Sweden
KCPL Holdings Private Limited	Indirect		100	%	Singapore
KCPL Mauritius Holdings	Indirect		100	%	Mauritius
Kester Asia Holdings, Inc.	Indirect		100	%	Delaware
Kester Canada Inc.	Indirect		100	%	Quebec
Kester Components (M) Sdn. Bhd.	Indirect		100	%	Malaysia
Kester Components Private Limited	Indirect		100	%	Singapore
Kester Electronic Materials (Suzhou) Co., Ltd.	Indirect		100	%	China
Kester GmbH	Indirect		100	%	Germany
Kester Metais do Brasil-Participacoes Ltda.	Indirect		100	%	Brazil
Kester, Inc.	Indirect		100	%	Delaware
Kiwiplan Europe Limited	Indirect		100	%	United Kingdom
Kiwiplan GmbH	Indirect		100	%	Germany
Kiwiplan Inc.	Direct		100	%	Ohio
Kiwiplan NZ	Indirect		100	%	New Zealand
Kleinmann GmbH	Indirect		100	%	Germany
KP Comércio e Indústria de Productos Para Automóveis e Lubrificantes, S.A.	Indirect		100	%	Portugal
Krafft Argentina, S.A.	Indirect		80	%	Argentina
Krafft, S.L.	Indirect		100	%	Spain
Lachenmeier ApS	Indirect		100	%	Denmark
Lachenmeier UK Limited	Indirect		100	%	United Kingdom
Lajota Srl	Indirect		100	%	Argentina
Lebo, S.L.	Indirect		100	%	Spain
Liljendals Bruk AB	Indirect		100	%	Finland
Loma Systems (Canada) Inc.	Indirect		100	%	Canada
Loma Systems sro	Indirect		100	%	Czech Republic
Lombard Pressings Limited	Indirect		100	%	United Kingdom
Loveshaw Corporation, The	Direct		100	%	Delaware
LSPS Inc.	Indirect		100	%	Delaware
Lumex, Inc.	Direct		100	%	Illinois
Luvex Industria De Equipamentos De Protecao Ltda.	Indirect		100	%	Brazil
Lys Fusion Poland Sp. z.o.o.	Indirect		100	%	Poland
M & C Specialties (Ireland) Limited	Indirect		100	%	Ireland
M&C Specialties (Shenzhen) Co. Ltd.	Indirect		100	%	China
M&C Specialties (Tianjin) Co. Ltd.	Indirect		100	%	China
M&C Specialties Company HK Limited	Indirect		100	%	Hong Kong
M.P.S. Metal Plastik Sanayi Cember ve Paketleme Sistemleri Imalat ve Ticaret A.S.	Indirect		50	%	Turkey
Magna Industrial Co. Limited	Indirect		100	%	Hong Kong
Magnaflux Limited	Indirect		100	%	United Kingdom
Manhattan Lynch Limited	Indirect		100	%	United Kingdom
Manufacturing Avancee S.A.	Indirect		100	%	Morocco
Maquilas y Componentes Industriales, I S.A. de C.V.	Indirect		100	%	Mexico
Marescol SA	Indirect		48	%	France
Mbelish.com Limited	Indirect		100	%	United Kingdom
MBM France S.A.S.	Indirect		100	%	France
Meritex Technology (Suzhou) Co. Ltd.	Indirect		100	%	China
Metro Sport International Limited	Indirect		100	%	United Kingdom

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
Metro Sport Limited	Indirect		100	%	United Kingdom
Metropolitan Oils (Proprietary) Limited	Indirect		100	%	South Africa
Meyercord Revenue Inc.	Direct		100	%	Delaware
Mezger Heftsysteme GmbH	Indirect		100	%	Germany
Miller Beijing Electric Manufacturing Co. Ltd.	Indirect		100	%	China
Miller Electric Mfg. Co.	Indirect		100	%	Wisconsin
Miller Insurance Ltd.	Indirect		100	%	Bermuda
Mima Films L.L.C.	Indirect		100	%	Delaware
Mima Films S.a.r.l.	Indirect		100	%	Luxembourg
Mima Films Sprl	Indirect		100	%	Belgium
Minigrip Limited	Indirect		100	%	United Kingdom
Modern Maintenance Products International	Indirect		100	%	United Kingdom
Monroe Packaging LLC	Direct		100	%	Louisiana
Monroe Packaging of South Carolina, Inc.	Direct		100	%	South Carolina
Moon 2000 Limited	Indirect		100	%	United Kingdom
National Fleet Supply Corporation	Indirect		100	%	Delaware
National Truck Parts of Florida, Inc.	Indirect		100	%	Delaware
National Truck Parts of Georgia, Inc.	Indirect		100	%	Delaware
National Truck Parts of the Midwest, Inc.	Indirect		100	%	Delaware
National Truck Parts, Inc.	Indirect		100	%	Delaware
NDT Holding LLC	Indirect		100	%	Delaware
Norden Czech s.r.o.	Indirect		100	%	Czech Republic
NorDen Holding Hadsund A/S	Indirect		100	%	Denmark
Norden Olje AS	Indirect		100	%	Norway
Norden Sp. Z.o.o. Polen	Indirect		100	%	Poland
Nordic SAS	Indirect		100	%	France
Norsk Signode AS	Indirect		100	%	Norway
Norvita Oy	Indirect		100	%	Finland
Novadan AS	Indirect		100	%	Norway
Novadan Sp. Z.o.o.	Indirect		100	%	Poland
Noza Holdings Pty Ltd	Indirect		100	%	Australia
NSC Europe Limited	Direct		100	%	United Kingdom
NuTrus LLC	Direct		50	%	Delaware
NYCO-KRAFFT, S.A.	Indirect		50	%	Spain
Odesign, Inc.	Direct		100	%	Illinois
Opto Diode Corporation	Direct		100	%	California
Orama Fabrications	Indirect		100	%	United Kingdom
Orbitalum Tools GmbH	Indirect		100	%	Germany
Orgapack GmbH	Indirect		100	%	Switzerland
OY Josef Kihlberg AB	Indirect		100	%	Finland
Oy Kartro AB	Indirect		100	%	Finland
Oy M. Haloila AB	Indirect		100	%	Finland
Pacific Concept Industries (USA) LLC	Direct		100	%	Delaware
Pacific Concept Industries Limited (Enping)	Indirect		100	%	China
Pacific Concept Korea Co., Ltd.	Indirect		100	%	South Korea
Pacific Concepts Industries B.V.	Indirect		100	%	Netherlands
Packaging Leasing Systems Inc.	Direct		51	%	Delaware
Packaging Solutions Tanzania Limited	Indirect		100	%	Tanzania
PanCon GmbH Gesellschaft fuer elektromechanische Bauelemente	Indirect		100	%	Germany
Paradym Investments Ltd.	Indirect		100	%	Bermuda
Paslode Duo-Fast Industry Benelux BV	Indirect		100	%	Netherlands
Paslode Fasteners (Shanghai) Co. Ltd.	Indirect		100	%	China
Paul Forkardt Inc.	Indirect		100	%	Delaware
Perlite Products Sdn. Bhd	Indirect		100	%	Malaysia
Perron SAS	Indirect		34	%	France
Pistora Oy	Indirect		100	%	Finland
Plásticos Iberotec SL	Indirect		100	%	Spain
PMI Food Equipment Group (Malaysia), Inc.	Indirect		100	%	Delaware
PMI Food Equipment Group Canada Inc.	Indirect		100	%	Ontario

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
Polymark Export Limited	Direct		100	%	United Kingdom
Polyrey Benelux BVBA	Indirect		100	%	Belgium
Polyrey Iberica SL	Indirect		100	%	Spain
Polyrey S.A.S.	Indirect		100	%	France
PolySpec (TX), LLC	Indirect		100	%	Texas
PolySpec L.P.	Indirect		100	%	Texas
PolySpec NV, Inc.	Direct		100	%	Nevada
PR.A.I. Srl	Indirect		100	%	Italy
Prairie Technologies, LLC	Direct		100	%	Minnesota
Precision Brake & Clutch, Inc.	Indirect		100	%	Delaware
Premark FEG L.L.C.	Indirect		100	%	Delaware
Premark HII Holdings, Inc.	Indirect		100	%	Ohio
Premark International Holdings B.V.	Indirect		100	%	Netherlands
Premark International, LLC	Indirect		100	%	Delaware
Premark N.V.	Indirect		100	%	Netherland Antilles
Premark RWP Holdings, Inc.	Indirect		100	%	Delaware
Prodex Selbstklebeprodukte GmbH	Indirect		100	%	Germany
Prokem, S.A.	Indirect		100	%	Spain
Prolex, Sociedad Anónima	Indirect		100	%	Costa Rica
Pryda (Malaysia) Sdn Bhd	Indirect		100	%	Malaysia
Pryda (Thailand) Co., Ltd.	Indirect		100	%	Thailand
PT Pryda Indonesia	Indirect		100	%	Indonesia
PT2 Holdings Inc.	Indirect		100	%	Delaware
PTO Sales Corporation	Indirect		100	%	Delaware
PTX de Mexico, S. de R.L. de C.V.	Direct & Indirect		100	%	Mexico
QSA Global, Inc.	Indirect		100	%	Delaware
Quandel Verpackungs- und Foerdertechnik GmbH	Indirect		100	%	Germany
Quimica Industrial Mediterranea, S.A.	Indirect		100	%	Spain
Quimica Tecnica, S.A.	Indirect		100	%	Spain
Quimica TF, S.A. de C.V.	Direct & Indirect		100	%	Mexico
Ramset Fasteners (Hong Kong) Ltd.	Indirect		100	%	Hong Kong
Ransburg Industrial Finishing K.K.	Indirect		100	%	Japan
Ransburg Manufacturing Corporation	Direct		100	%	Indiana
Ransburg-Gema UK Limited	Indirect		100	%	United Kingdom
Rapid Cook LLC	Indirect		100	%	Delaware
Reid Construction Systems Pty. Ltd.	Indirect		100	%	Australia
Requisite Technology Canada Inc.	Indirect		100	%	New Brunswick
Requisite Technology Inc.	Indirect		100	%	Delaware
Resopal GmbH	Indirect		100	%	Germany
Resopal-Unterstuetzungseinrichtung GmbH in Gross-Umstadt	Indirect		100	%	Germany
Reydet Plastique Inc.	Indirect		100	%	Canada
Rippey Technology Private Limited	Indirect		100	%	Singapore
Rocol	Indirect		100	%	United Kingdom
Rocol Korea Limited	Indirect		100	%	South Korea
Rocol Site Safety Systems	Indirect		100	%	United Kingdom
Salter India Private Limited	Indirect		88	%	India
Sarsfield Corporation N.V.	Indirect		100	%	Netherland Antilles
SCANTECH Suomi Oy AB	Indirect		100	%	Finland
Schember GmbH	Indirect		100	%	Austria
Schnee-Morehead, Inc.	Direct		100	%	Texas
Scybele S.A.S.	Indirect		100	%	France
SG Invest Holding GmbH	Indirect		100	%	Germany
Shanghai ITW Plastic & Metal Company Limited	Indirect		93	%	China
Siddons Ramset Holdings Pty Limited	Indirect		100	%	Australia
Signode (Thailand) Limited	Direct		100	%	Thailand
Signode AB	Indirect		100	%	Sweden
Signode Brasileria Ltda.	Direct & Indirect		100	%	Brazil
Signode BVBA	Indirect		100	%	Belgium
Signode ErÇem Çemberleme Sanayi ve Ticaret Anonim Şirketi	Indirect		100	%	Turkey
Signode Hong Kong Limited	Indirect		100	%	Hong Kong

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
Signode Ireland	Indirect		100	%	United Kingdom
Signode Kabushiki Kaisha	Indirect		100	%	Japan
Signode Korea Inc.	Indirect		100	%	South Korea
Signode Limited	Indirect		100	%	United Kingdom
Signode México, S. de R.L. de C.V.	Direct & Indirect		100	%	Mexico
Signode Packaging Systems Limited	Indirect		100	%	Kenya
Signode Pickling Holding LLC	Direct		100	%	Delaware
Signode Service GmbH	Indirect		100	%	Germany
Signode Singapore Investments Pte. Ltd.	Indirect		100	%	Singapore
Signode System GmbH	Indirect		100	%	Germany
Simco (Nederland) B.V.	Indirect		100	%	Netherlands
Simco Japan, Inc.	Indirect		100	%	Japan
Sisvend Soluciones de Seguridad, S.L.	Indirect		40	%	Spain
Six States Distributors, Inc.	Indirect		100	%	Utah
Smart Home Products Pty Ltd	Indirect		100	%	Australia
Sn Investors, Inc.	Direct		100	%	Delaware
Société Civile Immobilière des Baquets	Indirect		100	%	France
Société Civile Immobilière Rousseau Ivry	Indirect		100	%	France
Societe de Constructions Elbeuvienne de Materiels our L’Alimentation SAS	Indirect		100	%	France
Solplas Industria de Plasticos Ltda	Indirect		100	%	Brazil
Solutions Group Transaction Subsidiary Inc.	Indirect		100	%	Delaware
Spacebag de Mexico, S. De R.L. De C.V	Indirect		100	%	Mexico
Specialty Equipment International B.V.	Indirect		100	%	Netherlands
Speedline Holdings I, Inc.	Indirect		100	%	Delaware
Speedline Holdings I, LLC	Direct		100	%	Delaware
Speedline Technologies Asia Pte. Ltd.	Indirect		100	%	Singapore
Speedline Technologies GmbH	Indirect		100	%	Germany
Speedline Technologies Mexico Services, S. de R.L. de C.V.	Indirect		100	%	Mexico
Speedline Technologies Mexico, S. de R.L. de C.V.	Indirect		100	%	Mexico
Speedline Technologies, Inc.	Indirect		100	%	Delaware
SPIT S.A.S. (Societe de Prospection et d’Inventions Techniques S.A.S.)	Indirect		100	%	France
Sraennik Pty Ltd	Indirect		100	%	Australia
SRB Manufacturing Pty Ltd	Indirect		100	%	Australia
Standard Parts Corporation	Indirect		100	%	Delaware
Steelfast Asia Sdn Bhd	Indirect		100	%	Malaysia
Stokvis Celix Espana Unipersonal SL	Indirect		100	%	Spain
Stokvis Celix Portugal LDA	Indirect		100	%	Spain
Stokvis Denmark AS	Indirect		100	%	Denmark
Stokvis Promi Czech s.r.o.	Indirect		100	%	Czech Republic
Stokvis Promi Slovakia s.r.o.	Indirect		100	%	Slovakia
Stokvis Prostick Pvt. Ltd.	Indirect		100	%	India
Stokvis Spain Holding SL	Indirect		100	%	Spain
Stokvis Tape Group B.V.	Indirect		100	%	Netherlands
Stokvis Tapes (Beijing) Co. Ltd.	Indirect		100	%	China
Stokvis Tapes (Hong Kong) Co. Ltd.	Indirect		100	%	Hong Kong
Stokvis Tapes (Shanghai) Co. Ltd.	Indirect		100	%	China
Stokvis Tapes (Shenzhen) Co. Ltd.	Indirect		100	%	China
Stokvis Tapes (Taiwan) Co. Ltd.	Indirect		100	%	Taiwan
Stokvis Tapes (UK) Holding Ltd.	Indirect		100	%	United Kingdom
Stokvis Tapes (UK) Limited	Indirect		100	%	United Kingdom
Stokvis Tapes BVBA	Indirect		100	%	Belgium
Stokvis Tapes Deutschland GmbH	Indirect		100	%	Germany
Stokvis Tapes Deutschland Holding GmbH	Indirect		100	%	Germany
Stokvis Tapes Estonia OÜ	Indirect		100	%	Estonia
Stokvis Tapes Finland Oy	Indirect		100	%	Finland
Stokvis Tapes France SAS	Indirect		100	%	France
Stokvis Tapes Holding B.V.	Indirect		100	%	Netherlands
Stokvis Tapes India Pvt. Ltd.	Indirect		93	%	India

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
Stokvis Tapes Italy Srl	Indirect		100	%	Italy
Stokvis Tapes Magyarorszag Kft	Indirect		100	%	Hungary
Stokvis Tapes Nederland B.V.	Indirect		100	%	Netherlands
Stokvis Tapes Norge AS	Indirect		100	%	Norway
Stokvis Tapes Polska Spzoo	Indirect		100	%	Poland
Stokvis Tapes Singapore Pte. Ltd.	Indirect		100	%	Singapore
Stokvis Tapes Sverige AB	Indirect		100	%	Sweden
Strapex Embalagem L.d.a.	Indirect		100	%	Portugal
Strapex GmbH	Indirect		100	%	Switzerland
Strapex GmbH	Indirect		100	%	Switzerland
Strapex GmbH	Indirect		100	%	Switzerland
Strapex Holding GmbH	Indirect		100	%	Switzerland
Strapex Holdings Limited	Indirect		100	%	United Kingdom
Strapex India Limited	Indirect		100	%	India
Strapex Nederland B.V.	Indirect		100	%	Netherlands
Strapex S.A.S.	Indirect		100	%	France
Strapex S.p.r.l.	Indirect		100	%	Belgium
Strapex s.r.l.	Indirect		100	%	Italy
Strapex U.K.	Indirect		100	%	United Kingdom
Strategic Holdings L.L.C.	Indirect		100	%	Delaware
Sunrise Arkansas, Inc.	Direct		100	%	Arkansas
Superior Spring Company	Indirect		100	%	Delaware
Supreme Plastics	Indirect		100	%	United Kingdom
Supreme Plastics Holdings	Indirect		100	%	United Kingdom
Svenska Allen Coding AB	Indirect		33	%	Sweden
SWT Holdings B.V.	Indirect		100	%	Netherlands
SysPack do Brasil Participações Ltda.	Indirect		100	%	Brazil
SysPack Indústria e Comércio de Sistemas de Embalagens Industriais Ltda.	Indirect		100	%	Brazil
Systemcare Marketing Limited	Indirect		100	%	United Kingdom
Systemcare Products Limited	Indirect		100	%	United Kingdom
TAG Fasteners Sdn Bhd	Indirect		100	%	Malaysia
Tarutin Kester Co., Ltd.	Indirect		100	%	Japan
Technographics UK	Indirect		100	%	United Kingdom
Tecnoquimica Integral, S.L.	Indirect		100	%	Spain
Ten Plus S.A.S.	Indirect		100	%	France
The Three Russells, Sociedad Anónima	Indirect		100	%	Costa Rica
The Weighing Company Holdings Limited	Indirect		100	%	United Kingdom
Thirode Grandes Cuisines Poligny SAS	Indirect		100	%	France
Tien Tai Electrode (Kun Shan) Co., Ltd.	Indirect		100	%	China
Tien Tai Electrode Co., Ltd.	Direct		100	%	Taiwan
Tribol Limited	Indirect		100	%	United Kingdom
Troy Investments I LLC	Indirect		100	%	Delaware
Truck Part Specialists, Inc.	Indirect		100	%	Delaware
Truswal Systems Limited	Indirect		100	%	United Kingdom
Twinaplate Limited	Indirect		100	%	United Kingdom
U-Joints, Inc.	Indirect		100	%	Delaware
United Lubricant Co. of Australia Pty Ltd	Indirect		100	%	Australia
Valeron Strength Films B.V.B.A.	Indirect		100	%	Belgium
Varybond Chemie AG	Indirect		100	%	Switzerland
Veneta Decalcogomme s.r.l.	Indirect		100	%	Italy
Versachem Chile S.A.	Indirect		100	%	Chile
Versachem UK	Indirect		100	%	United Kingdom
Vitronics Soltec B.V.	Indirect		100	%	Netherlands
Vitronics Soltec Corporation	Indirect		100	%	Delaware
Vitronics Soltec GmbH	Indirect		100	%	Germany
Vitronics Soltec Pte. Ltd.	Indirect		100	%	Singapore
Vitronics Soltec Technologies (Suzhou) Co., Ltd.	Indirect		100	%	China
VS Acquisition Holding Co.	Direct		100	%	Delaware
VS European Holdco BV	Indirect		100	%	Netherlands

Company Name	Ownership Type (a)	Percentage			Primary Jurisdiction
VS Holding Co.	Indirect		100	%	Delaware
Vulcan-Hart Canada Corp.	Indirect		100	%	Canada
W & T Avery (Malawi) Limited	Indirect		100	%	Malawi
WAB Truck Parts, Inc.	Indirect		100	%	Delaware
Wachs Canada Ltd.	Direct		100	%	Nova Scotia
Wachs Limited	Direct		100	%	United Kingdom
Wachs Subsea LLC	Direct		100	%	Illinois
Weigh-Tronix Canada, ULC	Indirect		100	%	Nova Scotia
Weigh-Tronix UK Limited	Indirect		100	%	United Kingdom
Welding Industries Pty Limited	Indirect		100	%	Australia
Wilsonart (Shanghai) Co. Ltd.	Indirect		100	%	China
Wilsonart (Thailand) Co. Ltd.	Direct & Indirect		100	%	Thailand
Wilsonart International, Inc.	Indirect		100	%	Delaware
Wilsonart Limited	Indirect		100	%	United Kingdom
Wynn Oil (South Africa) (Pty) Ltd.	Indirect		100	%	South Africa
Wynn Oil (U.K.)	Indirect		100	%	United Kingdom
Wynn’s Australia Pty Ltd	Indirect		100	%	Australia
Wynn’s Belgium BVBA	Indirect		100	%	Belgium
Wynn’s France Automotive SAS	Indirect		100	%	France
Wynn’s Italia Srl	Indirect		100	%	Italy
Wynn’s Mekuba India Pvt Ltd	Indirect		51	%	India
Wynn’s Oil Holdings B.V.	Indirect		100	%	Netherlands
Xelus, Ltd	Indirect		100	%	United Kingdom
Zip-Pak International B.V.	Indirect		100	%	Netherlands
Zip-Pak Japan Company Limited	Direct		100	%	Japan

(a) Ownership type indicates whether each subsidiary or affiliate is directly owned by Illinois Tool Works Inc., indirectly owned by a subsidiary of Illinois Tool Works, Inc., or a combination thereof.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the previously filed Registration Statements of Illinois Tool Works Inc. on Form S-8 (File Nos. 333-105731, 333-108088, 333-69542, 333-142627 and 333-145392) and Form S-4 (File No. 333-163547) of our report dated February 26, 2010, relating to the financial statements of Illinois Tool Works Inc. and Subsidiaries and the effectiveness of Illinois Tool Works Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Illinois Tool Works Inc. for the year ended December 31, 2009.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

February 26, 2010

EX-24

Exhibit 24

ILLINOIS TOOL WORKS INC.

Form 10-K Annual Report

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints David B. Speer and James H. Wooten, Jr., and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for her or him and in his or her name, place and stead, in any and all capacities, to sign the Company’s Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of February, 2010.

/s/ William F. Aldinger  

William F. Aldinger 

ILLINOIS TOOL WORKS INC.

Form 10-K Annual Report

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints David B. Speer and James H. Wooten, Jr., and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for her or him and in his or her name, place and stead, in any and all capacities, to sign the Company’s Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of February, 2010.

/s/ Marvin D. Brailsford  

Marvin D. Brailsford 

ILLINOIS TOOL WORKS INC.

Form 10-K Annual Report

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints David B. Speer and James H. Wooten, Jr., and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for her or him and in his or her name, place and stead, in any and all capacities, to sign the Company’s Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of February, 2010.

/s/ Susan Crown  

Susan Crown 

ILLINOIS TOOL WORKS INC.

Form 10-K Annual Report

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints David B. Speer and James H. Wooten, Jr., and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for her or him and in his or her name, place and stead, in any and all capacities, to sign the Company’s Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of February, 2010.

/s/ Don H. Davis, Jr.  

Don H. Davis, Jr. 

ILLINOIS TOOL WORKS INC.

Form 10-K Annual Report

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints David B. Speer and James H. Wooten, Jr., and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for her or him and in his or her name, place and stead, in any and all capacities, to sign the Company’s Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of February, 2010.

/s/ Robert C. McCormack  

Robert C. McCormack 

ILLINOIS TOOL WORKS INC.

Form 10-K Annual Report

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints David B. Speer and James H. Wooten, Jr., and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for her or him and in his or her name, place and stead, in any and all capacities, to sign the Company’s Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of February, 2010.

/s/ Robert S. Morrison  

Robert S. Morrison 

ILLINOIS TOOL WORKS INC.

Form 10-K Annual Report

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints David B. Speer and James H. Wooten, Jr., and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for her or him and in his or her name, place and stead, in any and all capacities, to sign the Company’s Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 10th day of February, 2010.

/s/ James A. Skinner  

James A. Skinner 

ILLINOIS TOOL WORKS INC.

Form 10-K Annual Report

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints David B. Speer and James H. Wooten, Jr., and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for her or him and in his or her name, place and stead, in any and all capacities, to sign the Company’s Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of February, 2010.

/s/ David B. Smith, Jr.  

David B. Smith, Jr. 

ILLINOIS TOOL WORKS INC.

Form 10-K Annual Report

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints David B. Speer and James H. Wooten, Jr., and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for her or him and in his or her name, place and stead, in any and all capacities, to sign the Company’s Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of February, 2010.

/s/ Harold B. Smith  

Harold B. Smith 

ILLINOIS TOOL WORKS INC.

Form 10-K Annual Report

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints David B. Speer and James H. Wooten, Jr., and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for her or him and in his or her name, place and stead, in any and all capacities, to sign the Company’s Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 12th day of February, 2010.

/s/ Pamela B. Strobel  

Pamela B. Strobel 

EX-31

Exhibit 31

Rule 13a-14(a) Certification

I, David B. Speer, certify that:

1.	I have reviewed this report on Form 10-K 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;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 26, 2010	/s/ David B. Speer
	David B. Speer
	Chairman & 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 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;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 26, 2010	/s/ Ronald D. Kropp
	Ronald D. Kropp
	Senior Vice President & Chief Financial Officer

EX-32

Exhibit 32

Section 1350 Certification

The following statement is being made to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.

Each of the undersigned hereby certifies that the Annual Report on Form 10-K for the period ended December 31, 2009 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Dated: February 26, 2010	/s/ David B. Speer
	David B. Speer
	Chairman & Chief Executive Officer
Dated: February 26, 2010	/s/ Ronald D. Kropp
	Ronald D. Kropp
	Senior Vice President & Chief Financial Officer

EX-99.A

Exhibit 99a

DESCRIPTION OF CAPITAL STOCK
OF ILLINOIS TOOL WORKS INC.

Common Stock

     Holders of common stock are entitled to one vote for each share held of record, in person or by proxy, at all meetings of the stockholders and on all propositions presented to such meetings (other than the election of any directors who may be elected by vote of the preferred stock voting as a class). The common stock does not entitle holders to cumulative voting rights in the election of directors. Holders of common stock do not have preemptive rights.

     All outstanding shares of common stock are fully paid and nonassessable. Dividends may be paid on the common stock when and if declared by the Board of Directors out of funds legally available therefor. Upon liquidation, dissolution, or winding up of the affairs of ITW, its assets remaining, after provision for payment of creditors and holders of any preferred stock, are distributable pro rata among holders of its common stock.

Preferred Stock

     ITW’s preferred stock is issuable in series. The preferred stock is senior to the common stock, both as to payment of dividends and distribution of assets. The designation, preferences and rights of each series may be established by the Board of Directors, including voting rights, dividends, redemption features, payments on liquidation and sinking fund provisions, if any. The preferred stock may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital or to finance acquisitions. The preferred stock also could be issued to persons friendly to current management with terms that could render more difficult or discourage attempts to gain control of ITW by means of a merger, tender offer, proxy contest or otherwise and thereby protect the continuity of current management. The preferred stock also could be used to dilute the stock ownership of persons seeking to obtain control of ITW.

Special Charter and Bylaw Provisions

     ITW’s Restated Certificate of Incorporation, as amended, and its By-Laws, as amended and restated, contain provisions that could render more difficult a merger, tender offer, proxy contest or attempt to gain control of the Board of Directors, or that could dilute the voting control of a holder of a large block of stock. The Restated Certificate of Incorporation, as amended, provides that an affirmative vote of the holders of not less than two-thirds of the outstanding shares of capital stock entitled to vote for directors is required to approve mergers or consolidations between ITW (or its subsidiaries) and a Substantial Stockholder, transfers of a substantial amount of assets or stock from ITW to a Substantial Stockholder or vice versa, adoption of a Substantial Stockholder’s proposal to dissolve ITW, or any transaction relating to ITW’s stock that results in a Substantial Stockholder’s proportionate share being increased.

     The Restated Certificate of Incorporation, as amended, also requires the approval of the foregoing transactions by the holders of at least a majority of the outstanding shares of capital stock entitled to vote for directors, excluding those shares owned by a Substantial Stockholder. The special voting requirements do not apply to (i) transactions approved by not less than two-thirds of ITW’s Board of Directors who are not affiliates or associates of a Substantial Stockholder, (ii) transactions approved by the Board of Directors prior to such time as the Substantial Stockholder became a Substantial Stockholder, (iii) transactions between ITW and its majority-owned subsidiaries, or (iv) transactions in which a minimum price is received by ITW stockholders. A Substantial Stockholder is defined in the Restated Certificate of Incorporation, as amended, as a beneficial owner of more than 10% of the capital stock of ITW entitled to vote for directors, excluding shares owned on March 2, 1984.

     The Restated Certificate of Incorporation, as amended, also prohibits stockholder action by written consent, permits only the Board of Directors to fill vacancies on the Board, whether created by an increase in the number of directors or otherwise, and permits special meetings of stockholders to be called only by the chairman, the president or a majority of the board of directors. The affirmative vote of at least two-thirds of the voting power of ITW, and if there is a Substantial Stockholder, the holders of a majority of the voting power (other than that of the Substantial Stockholder), is required to approve any amendment to, or repeal of, any of the foregoing provisions.