8-KMaterial Agreements

ILLINOIS TOOL WORKS INC 8-K Report, Material Agreement (Feb 18, 2005)

Filed February 18, 2005For Securities:ITW

Summary

This 8-K filing by Illinois Tool Works Inc. (ITW) on February 18, 2005, reports on a material change to its employee benefit plans. Specifically, the Employee Benefits Committee has approved alterations to the ITW Retirement Accumulation Plan (Qualified Plan). These changes involve shifting a portion of pension benefits previously payable under the ITW Nonqualified Pension Plan to the Qualified Plan. The Nonqualified Plan was originally designed to supplement benefits for key employees by accounting for deferred compensation and circumventing Internal Revenue Code limits on compensation and benefit amounts. The primary impact for investors is that while the overall pension benefit for affected executives and key employees remains the same in aggregate, a greater portion of this benefit will now be recognized and potentially paid through the Qualified Plan. This shift is subject to Internal Revenue Code nondiscrimination rules and the Section 415 limit. The filing does not indicate an increase in the total pension liability, but rather a reallocation of how it is managed and recognized within the company's benefit structures.

Key Highlights

  • 1ITW's Employee Benefits Committee approved changes to the ITW Retirement Accumulation Plan (Qualified Plan) on February 17, 2005.
  • 2The changes involve shifting pension benefits from the Nonqualified Plan to the Qualified Plan for certain executive officers and key employees.
  • 3The Nonqualified Plan was designed to compensate for benefits lost due to Internal Revenue Code limits on compensation and maximum benefit amounts.
  • 4The changes effectively move a portion of the benefit liability from the Nonqualified Plan to the Qualified Plan.
  • 5There is no change in the aggregate amount of total pension benefits payable when considering both plans together.
  • 6The shift is subject to Internal Revenue Code nondiscrimination rules and the Section 415 limit.
  • 7The filing is categorized under Item 1.01 (Entry into a Material Definitive Agreement).

Frequently Asked Questions

The main purpose is to reallocate how certain pension benefits are paid to executive officers and key employees. A portion of the benefits previously paid from the Nonqualified Plan will now be paid from the Qualified Plan, while the total aggregate benefit remains unchanged.

According to the filing, there will be no change to the overall level of pension benefits payable in the aggregate. The changes represent a shift in how these existing benefits are recognized and managed between two plans.

The changes primarily affect certain executive officers and other key employees whose pension benefits were previously supplemented by the Nonqualified Plan to overcome Internal Revenue Code limitations.

The Nonqualified Plan is designed to provide additional pension benefits to key employees that they would have received under the Qualified Plan if not for Internal Revenue Code limits on compensation used for benefit calculations and the maximum benefit amounts allowed for an individual.