ILLINOIS TOOL WORKS INC — Director's Dealing 2014

May 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2014-05-02

Reporting Person: Warren Kevin M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-02	Common Stock	A	1601	$85.43	Acquired	10162	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (1098.0)	1098	Direct

Footnotes

F1: Shares of common stock acquired pursuant to the Illinois Tool Works Inc. 2011 Long Term Incentive Plan representing quarterly director fees and stock grant.

F2: Shares of common stock held in spouse's IRA.

F3: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of May 2, 2014. 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.