On August 28, 2012, Illinois Tool Works Inc. (the "Company") issued and sold $1,100,000,000 aggregate principal amount of 3.900% notes due September 1, 2042 (the "Notes") pursuant to the Company's Registration Statement on Form S-3 (No. 333-183449) and the Prospectus included therein (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission (the "Commission") on August 21, 2012, and the Prospectus Supplement relating thereto dated August 21, 2012, and filed with the Commission on August 22, 2012. The Notes were issued under an Indenture dated as of November 1, 1986, as supplemented by a First Supplemental Indenture dated as of May 1, 1990, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (together, the "Indenture"), and an Officers' Certificate containing the terms of the Notes. The Indenture, together with the Officers' Certificate, sets forth the terms of the Notes and the obligations of the Company thereunder. A copy of the Officers' Certificate is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

A copy of the opinion of Janet O. Love, Deputy General Counsel and Assistant Secretary of the Company, relating to the legality of the Notes, is filed as Exhibit 5.1 to this Current Report on Form 8-K.

(d) Exhibits

Exhibit No.   Description

4.1           Officers' Certificate dated August 28, 2012,
              establishing the terms, and setting forth the forms, of
              the 3.900% Notes due 2042.

5.1           Opinion of Janet O. Love, Deputy General Counsel and
              Assistant Secretary of the Company

23.1          Consent of Janet O. Love (included in Exhibit 5.1).