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ITW > SEC Filings for ITW > Form 8-K on 22-May-2014All Recent SEC Filings

Show all filings for ILLINOIS TOOL WORKS INC



Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

On May 20, 2014, Illinois Tool Works Inc. (the "Company") issued and sold (i) 500,000,000 in aggregate principal amount of 1.750% notes due May 20, 2022 (the "2022 Notes") and (ii) 500,000,000 in aggregate principal amount of 3.000% notes due May 19, 2034 (the "2034 Notes" and together with the 2022 Notes, the "Notes"). The Notes were issued 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 May 12, 2014, and filed with the Commission on May 13, 2014. 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.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits
Exhibit No.    Description

4.1            Officers' Certificate dated May 20, 2014, establishing the terms,
               and setting forth the forms, of the 1.750% Notes due 2022 and the
               3.000% Notes due 2034.
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).

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