Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ___________________________________________________________ FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): October 31, 2016   ILLINOIS TOOL WORKS INC. (Exact Name of Registrant as Specified in its charter)   Delaware   1-4797   36-1258310 (State or other jurisdiction of incorporation)   (Commission File No.)   (IRS Employer Identification No.) 155 Harlem Avenue, Glenview, IL       60025 (Address of principal executive offices)       (Zip Code)     Registrant’s telephone number, including area code: 847-724-7500   Not Applicable (Former Name or Former Address, if Changed Since Last Report)   Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))       Item 8.01.  Other Events. On October 31, 2016, Illinois Tool Works Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Citigroup Global Markets Inc. as representatives of the several underwriters listed therein (collectively, the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $1,000,000,000 in aggregate principal amount of 2.650% notes due November 15, 2026 (the “Notes”). A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Notes are being sold pursuant to the Company’s Registration Statement on Form S-3 (No. 333-206213) and the Prospectus included therein (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission on August 7, 2015, and the Prospectus Supplement relating thereto dated October 31, 2016 and filed with the Commission on November 1, 2016. The Notes will be issued under an Indenture dated as of November 1, 1986, as amended 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.  Item 9.01. Financial Statements and Exhibits. (d)   Exhibits Exhibit No. Description     1.1 Underwriting Agreement dated as of October 31, 2016, with J.P. Morgan Securities LLC and Citigroup Global Markets Inc. as representatives of the several underwriters listed therein.   SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.           ILLINOIS TOOL WORKS INC.             Dated: November 4, 2016   By: /s/ Michael M. Larsen     Name: Michael M. Larsen     Title: Senior Vice President & Chief Financial Officer       EXHIBIT INDEX   Exhibit No. Description     1.1 Underwriting Agreement dated as of October 31, 2016, with J.P. Morgan Securities LLC and Citigroup Global Markets Inc. as representatives of the several underwriters listed therein.