X0305 4 2012-06-14 0 0000049826 ILLINOIS TOOL WORKS INC ITW 0001478669 SMITH DAVID BYRON JR ILLINOIS TOOL WORKS INC. 3600 WEST LAKE AVENUE GLENVIEW IL 60026 1 0 0 0 Common Stock 7714 D Common Stock 102901 D Common Stock 2012-06-14 4 S 0 66667 54.15 D 2650002 I By partnership Common Stock 6404842 I Trusts Common Stock 14986 I Trusts Phantom Stock Units Common Stock 1069 1069 D Shares owned directly by reporting person with his spouse. This transaction was executed in multiple trades at prices ranging from $53.61 to $54.67. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, Illinois Tool Works Inc. or a shareholder of Illinois Tool Works Inc. full information regarding the number of shares and prices at which the transaction was effected. Shares are held by 2009 Smith Family LP of which the reporting person has a partial direct beneficial interest. Shares held in various trusts of which reporting person has a partial direct beneficial interest. Shares held in various trusts of which the reporting person has a pecuniary interest and his father is a co-trustee. The reporting person disclaims beneficial ownership of these shares. Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of June 12, 2012. Each unit is equal in value to one share of common stock. The units are not transferable and have no voting rights. Additional units are credited in amounts equivalent to cash dividends paid on the common stock. David Byron Smith, Jr. by Maria C. Green, Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File 2012-06-15