X0304 4 2012-02-10 0 0000049826 ILLINOIS TOOL WORKS INC ITW 0001303170 Williams Anre D AMERICAN EXPRESS COMPANY 200 VESEY STREET, 40TH FLOOR NEW YORK NY 10285 1 0 0 0 Common Stock 2012-02-10 4 A 0 2130 55.71 A 7045 D Phantom Stock Units Common Stock 1041 1041 D Represents shares of common stock acquired pursuant to the Illinois Tool Works Inc. 2011 Long-Term Incentive Plan of the issuer for quarterly director fees and annual stock grant. Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of February 10, 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. Anre D. Williams by James H. Wooten, Jr., Senior Vice President, General Counsel & Secretary, Attorney-in-Fact POA on File 2012-02-14