X0306 4 2012-08-03 0 0000049826 ILLINOIS TOOL WORKS INC ITW 0001177270 DAVIS DON H JR ROCKWELL AUTOMATION, INC. 777 EAST WISCONSIN AVENUE, SUITE 3015 MILWAUKEE WI 53202 1 0 0 0 Common Stock 2012-08-03 4 A 0 606 55.62 A 45714 D Phantom Stock Units Common Stock 2538 2538 D Represents shares of common stock acquired pursuant to the Illinois Tool Works Inc. 2011 Long-Term Incentive Plan representing quarterly director fees. Includes 31,054 shares of deferred stock under the ITW Directors' Deferred Fee Plan and 79 shares acquired under a dividend reinvestment plan as of August 3, 2012. Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of August 3, 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. Don H. Davis, Jr. by Maria C. Green, Senior Vice President, General Counsel & Secretary, Attorney-In-Fact POA on File 2012-08-07