8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 20, 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.)	(I.R.S. 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 2.02    Results of Operations and Financial Condition

On April 20, 2016, Illinois Tool Works Inc. (the “Company”) announced its 2016first quarter results of operations in the press release furnished as Exhibit 99.1. The Company’s presentation from the first quarter conference call held on April 20, 2016 is furnished as Exhibit 99.2.

Non-GAAP Financial Measures

The Company uses free cash flow to measure cash flow generated by operations that is available for dividends, share repurchases, acquisitions and debt repayment. The Company believes this non-GAAP financial measure is useful to investors in evaluating the Company's financial performance and measures the Company's ability to generate cash internally to fund Company initiatives. Free cash flow represents net cash provided by operating activities less additions to plant and equipment. Free cash flow is a measurement that is not the same as net cash flow from operating activities per the statement of cash flows and may not be consistent with similarly titled measures used by other companies. A reconciliation of free cash flow to net cash provided by operating activities is included in the press release furnished as Exhibit 99.1.

The Company uses adjusted after-tax return on average invested capital ("ROIC") to measure the effectiveness of its operations’ use of invested capital to generate profits. ROIC is a non-GAAP financial measure that the Company believes is a meaningful metric to investors in evaluating the Company’s financial performance and may be different than the method used by other companies to calculate ROIC. Adjusted average invested capital represents the net assets of the Company, excluding cash and equivalents and outstanding debt, which are excluded as they do not represent capital investment in the Company's operations, as well as the Company's equity investment in the Wilsonart business (formerly the Decorative Surfaces segment). Average invested capital is calculated using balances at the start of the period and at the end of each quarter. A calculation of ROIC is included in the press release furnished as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits

(d)	Exhibits
	Exhibit Number	Exhibit Description
	99.1	Press Release issued by Illinois Tool Works Inc. dated April 20, 2016 (furnished pursuant to Item 2.02).
	99.2	Presentation from Illinois Tool Works Inc. first quarter conference call held on April 20, 2016 (furnished pursuant to Item 2.02).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ILLINOIS TOOL WORKS INC.
Dated: April 20, 2016	By: /s/ Michael M. Larsen
	Michael M. Larsen
	Senior Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

ITW Reports First Quarter 2016 Financial Results

• GAAP EPS of $1.29 up 7 percent, up 10 percent excluding currency

• Operating margin of 22.1 percent, up 120 basis points driven by ITW’s Enterprise Initiatives

• Organic revenue grew 1 percent, 2 percent excluding Product Line Simplification

• Raising full-year 2016 guidance by $0.05 at the mid-point

GLENVIEW, Ill., April 20, 2016 (GLOBE NEWSWIRE) -- Illinois Tool Works Inc. (NYSE: ITW) today reported first quarter 2016 diluted earnings per share (EPS) of $1.29, a 7 percent increase compared to the year-ago period. Operating margin increased 120 basis points to 22.1 percent and organic revenue increased 1 percent. The company’s ongoing Product Line Simplification (PLS) activities reduced organic revenue growth by 1 percentage-point.

"We are pleased with ITW’s strong start to 2016,” said E. Scott Santi, Chairman and Chief Executive Officer. "In a challenging environment, the company continued to deliver meaningful improvement in all of our key performance metrics: organic growth, EPS, operating margin, return on invested capital, and free cash flow. Consistent with our strategy, we continue to execute the steps necessary to position the company to deliver solid above-market organic growth with best-in-class margins and returns. In the current economic environment and over the long-term, ITW’s unique business model and our proven track record of operational execution position us very well for continued differentiated performance.”

First Quarter Highlights

• GAAP EPS increased 7 percent to $1.29. Excluding $(0.04) impact from foreign currency translation, EPS would have been up 10 percent.

• Operating margin increased 120 basis points to a first quarter record of 22.1 percent as Enterprise Initiatives contributed 130 basis points.

• Organic revenue grew 1 percent as North America grew 2 percent and International declined 1 percent. Consumer-facing businesses grew 3 percent and Industrial-facing businesses declined 3 percent. Total revenue was $3.3 billion, a decline of 2 percent due to the impact of foreign currency.

• After-tax return on invested capital improved 180 basis points to a first quarter record of 21.2 percent.

• Free cash flow conversion was 90 percent.

• Five of seven segments achieved positive organic revenue growth as Construction Products grew 5 percent, Automotive OEM, Food Equipment, and Specialty Products all grew 3 percent, and Polymers and Fluids 1 percent. Welding and Test & Measurement Electronics declined by 9 and 2 percent, respectively.

• Six of seven segments increased operating margin with Automotive OEM up 140 basis points to 26.4 percent, Food Equipment up 190 basis points to 24.5 percent, Test & Measurement Electronics up 80 basis points to 15.5 percent, Polymers & Fluids up 20 basis points to 20.2 percent, Construction Products up 440 basis points to 21.0 percent, and Specialty Products up 350 basis points to 26.1 percent. Welding declined 300 basis points to 23.9 percent.

2016 Guidance

The company is raising its 2016 full-year GAAP EPS guidance range by $0.05 to $5.40 to $5.60, which represents a 7 percent increase at the mid-point. The organic revenue growth forecast is unchanged at 1 to 3 percent and includes approximately 1 percentage-point of PLS impact. Operating margin is now projected to exceed 22.5 percent, an increase of more than 100 basis points. Enterprise Initiatives are expected to improve operating margin by more than 100 basis points.

For the second quarter 2016, the company expects GAAP EPS to be in a range of $1.34 to $1.44, an increase of 7 percent at the mid-point, and operating margin to be approximately 22.5 percent. Organic revenue is forecast to be flat to up 2 percent.

Forward-looking Statement

This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding diluted earnings per share, organic revenue growth, the impact of product line simplification activities and enterprise initiatives, operating margin and after-tax return on invested capital. These statements are subject to certain risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated. Such factors include those contained in ITW's Form 10-K for 2015.

About ITW

ITW (NYSE:ITW) is a Fortune 200 global multi-industrial manufacturing leader with revenues totaling $13.4 billion in 2015. The company’s seven industry-leading segments leverage the unique ITW Business Model to drive solid growth with best-in-class margins and returns in markets where highly innovative, customer-focused solutions are required. ITW has nearly 50,000 dedicated colleagues in operations around the world who thrive in the company’s unique decentralized and entrepreneurial culture. To learn more about the company and the ITW Business Model, visit www.itw.com.

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

STATEMENT OF INCOME (UNAUDITED)

	Three Months Ended
	March 31,
In millions except per share amounts	2016			2015
Operating Revenue	$	3,274		$	3,342
Cost of revenue	1,896			1,970
Selling, administrative, and research and development expenses	597			616
Amortization and impairment of intangible assets	59			59
Operating Income	722			697
Interest expense	(58		)	(54		)
Other income (expense)	4			21
Income Before Taxes	668			664
Income Taxes	200			206
Net Income	$	468		$	458
Net Income Per Share:
Basic	$	1.29		$	1.22
Diluted	$	1.29		$	1.21
Shares of Common Stock Outstanding During the Period:
Average	362.0			376.6
Average assuming dilution	363.9			379.2

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

STATEMENT OF FINANCIAL POSITION (UNAUDITED)

In millions	March 31, 2016			December 31, 2015
Assets
Current Assets:
Cash and equivalents	$	2,448		$	3,090
Trade receivables	2,394			2,203
Inventories	1,134			1,086
Prepaid expenses and other current assets	265			341
Total current assets	6,241			6,720
Net plant and equipment	1,598			1,577
Goodwill	4,504			4,439
Intangible assets	1,501			1,560
Deferred income taxes	505			346
Other assets	1,088			1,087
	$	15,437		$	15,729
Liabilities and Stockholders' Equity
Current Liabilities:
Short-term debt	$	650		$	526
Accounts payable	525			449
Accrued expenses	1,086			1,136
Cash dividends payable	198			200
Income taxes payable	257			57
Total current liabilities	2,716			2,368
Noncurrent Liabilities:
Long-term debt	6,353			6,896
Deferred income taxes	151			256
Other liabilities	995			981
Total noncurrent liabilities	7,499			8,133
Stockholders’ Equity:
Common stock	6			6
Additional paid-in-capital	1,141			1,135
Income reinvested in the business	18,586			18,316
Common stock held in treasury	(13,183		)	(12,729		)
Accumulated other comprehensive income (loss)	(1,332		)	(1,504		)
Noncontrolling interest	4			4
Total stockholders’ equity	5,222			5,228
	$	15,437		$	15,729

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

GAAP to NON-GAAP RECONCILIATIONS (UNAUDITED)

ADJUSTED AFTER-TAX RETURN ON AVERAGE INVESTED CAPITAL (UNAUDITED)

	Three Months Ended						Twelve Months Ended
	March 31,						December 31,
Dollars in millions	2016			2015			2015
Operating income	$	722		$	697		$	2,867
Tax rate	30.0		%	31.0		%	30.1		%
Income taxes	(216		)	(216		)	(864		)
Operating income after taxes	$	506		$	481		$	2,003
Invested capital:
Trade receivables	$	2,394		$	2,367		$	2,203
Inventories	1,134			1,187			1,086
Net plant and equipment	1,598			1,624			1,577
Goodwill and intangible assets	6,005			6,231			5,999
Accounts payable and accrued expenses	(1,611		)	(1,752		)	(1,585		)
Other, net	257			169			280
Total invested capital	$	9,777		$	9,826		$	9,560
Average invested capital	$	9,668		$	10,039		$	9,943
Adjustment for Wilsonart (formerly the Decorative Surfaces segment)	(111		)	(130		)	(123		)
Adjusted average invested capital	$	9,557		$	9,909		$	9,820
Adjusted return on average invested capital	21.2		%	19.4		%	20.4		%

FREE CASH FLOW (UNAUDITED)

	Three Months Ended
	March 31,
Dollars in millions	2016			2015
Net cash provided by operating activities	$	479		$	442
Less: Additions to plant and equipment	(57		)	(83		)
Free cash flow	$	422		$	359
Net income	$	468		$	458
Free cash flow to net income conversion rate	90		%	78		%

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)

Three Months Ended March 31, 2016
Dollars in millions	Total Revenue			Operating Income			Operating Margin
Automotive OEM	$	656		$	173		26.4	%
Food Equipment	499			122			24.5	%
Test & Measurement and Electronics	464			72			15.5	%
Welding	389			93			23.9	%
Polymers & Fluids	418			84			20.2	%
Construction Products	384			81			21.0	%
Specialty Products	468			122			26.1	%
Intersegment	(4		)	—			—	%
Total Segments	3,274			747			22.8	%
Unallocated	—			(25		)	—	%
Total Company	$	3,274		$	722		22.1	%

Q1 2016 vs. Q1 2015 Favorable/(Unfavorable)
Operating Revenue	Automotive OEM		Food Equipment		Test & Measurement and Electronics		Welding		Polymers & Fluids		Construction Products		Specialty Products		Total ITW
Organic	2.7	%	3.2	%	(1.9	)%	(8.5	)%	0.6	%	4.9	%	3.3	%	0.7	%
Divestitures	—	%	—	%	—	%	—	%	(0.9	)%	(0.1	)%	—	%	(0.1	)%
Translation	(2.3	)%	(2.4	)%	(2.0	)%	(1.5	)%	(4.8	)%	(4.0	)%	(1.9	)%	(2.6	)%
Operating Revenue	0.4	%	0.8	%	(3.9	)%	(10.0	)%	(5.1	)%	0.8	%	1.4	%	(2.0	)%

Q1 2016 vs. Q1 2015 Favorable/(Unfavorable)
Change in Operating Margin	Automotive OEM	Food Equipment	Test & Measurement and Electronics	Welding	Polymers & Fluids	Construction Products	Specialty Products	Total ITW
Operating Leverage	30 bps	70 bps	(60) bps	(150) bps	20 bps	130 bps	80 bps	20 bps
Changes in Variable Margin & OH Costs	100 bps	110 bps	140 bps	(20) bps	(40) bps	190 bps	210 bps	90 bps
Total Organic	130 bps	180 bps	80 bps	(170) bps	(20) bps	320 bps	290 bps	110 bps
Restructuring/Other	10 bps	10 bps	—	(130) bps	40 bps	120 bps	60 bps	10 bps
Total Operating Margin Change	140 bps	190 bps	80 bps	(300) bps	20 bps	440 bps	350 bps	120 bps
Total Operating Margin % *	26.4%	24.5%	15.5%	23.9%	20.2%	21.0%	26.1%	22.1%
*Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets	10 bps	90 bps	420 bps	150 bps	440 bps	70 bps	170 bps	180 bps

EX-99.2

First Quarter 2016 Conference Call April 20, 2016 E. Scott Santi, Chairman & CEO Michael M. Larsen, Senior Vice President & CFO Aaron H. Hoffman, Vice President, Investor Relations

2 Safe Harbor Statement This conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding the expected impact of product line simplification activities and enterprise initiatives, future financial performance, operating performance, growth in free cash flow, organic and total revenue growth, operating margin growth, growth in diluted income per share, restructuring expenses and related benefits, tax rates, exchange rates, timing and amount of share repurchases, after-tax return on invested capital, end market economic conditions, and the company’s related 2016 guidance. These statements are subject to certain risks, uncertainties, and other factors which could cause actual results to differ materially from those anticipated. Important risks that could cause actual results to differ materially from the company’s expectations include those that are detailed in ITW’s Form 10-K for 2015. Non-GAAP Measures The company uses certain non-GAAP measures in discussing the company’s performance. The reconciliation of those measures to the most comparable GAAP measures is detailed in ITW’s press release for the first quarter of 2016, which is available at www.itw.com, together with this presentation. First Quarter 2016 Forward Looking Statement

3 ITW’s unique business model and strong execution position the company for continued differentiated performance in the current environment and over the long term * See ITW’s First Quarter 2016 press release for the reconciliation from GAAP to non-GAAP measurements. ● Strong start to 2016 despite a challenging environment … meaningful improvement on all performance metrics – GAAP EPS of $1.29 up 7% … up 10% excluding the impact of foreign currency translation – 22.1% operating margin increased 120 basis points … 130 basis points of margin improvement from Enterprise Initiatives – 1% organic growth … 2% excluding Product Line Simplification impact – After-tax ROIC* of 21.2% – Strong Free Cash Flow 90% conversion* ● Raising GAAP EPS guidance by $0.05 to $5.40 to $5.60 … 7% earnings growth at $5.50 mid-point ● Continued progress toward our long-term target of “solid growth with best-in-class margins and returns” and solidly on track to deliver on our end of 2017 performance goals – Organic growth at 200 bps or more above the market – 23%+ operating margin – 20%+ after-tax ROIC First Quarter 2016 Highlights

$3.3B $3.3B Q1'15 Q1'16 Total Revenue $1.29 $1.21 GAAP EPS Operating Margin EPS +7% Solid execution of Enterprise Initiatives drove strong Q1 performance 22.1% 20.9% +120 bps After-tax ROIC* 21.2% 19.4% +180 bps * See ITW’s First Quarter 2016 press release for the reconciliation from GAAP to non-GAAP measurements. Q1 2016 Results ● $1.29 GAAP EPS up 7%, up 10% excluding $(0.04) currency – $0.04 above guidance mid-point on strong operational performance ● 1% organic growth in line with guidance – North America +2%, International (1)% ● First quarter records for key performance metrics – 22.1% operating margin … 130 bps from Enterprise Initiatives – $722M operating income, prior Q1 record (’12) had $1.3B higher revenues – 21.2% after-tax ROIC* … +180 bps – $422M Free Cash Flow … 90% conversion* ● $500M share repurchase 4 Highlights First Quarter 2016 Financial Performance

5 Consumer Facing ~60% +3% +1% Industrial Facing ~40% (3)% (5)% Total Revenue 100% +1% (1)% % of Revenues Year-over-Year Q1’16 vs. Q1’15 Sequential Q1’16 vs. Q4’15* *Adjusted for normal seasonality. First Quarter 2016 Balanced Portfolio

Growth by Geography ● North America +2% organic growth – Consumer +5% e.g. Food Equipment +5%, Automotive +4%, Construction Products Renovation/Remodeling +22% – Industrial (3)% e.g. Welding (7)%, Test & Measurement and Electronics (1)% ● International (1)% organic growth – Consumer +1% e.g. Automotive and Food Equipment +1% – Industrial (4)% e.g. Welding (15)%, Test & Measurement and Electronics (3)% (1)% 1% (2)% 2% North America Inter- national Asia Pacific EMEA 6 Highlights *Ongoing product line simplification reduced organic growth by (1) percentage-point. First Quarter 2016 Organic Revenue Growth 1% Organic* 1% organic revenue growth … 2% excluding the impact of Product Line Simplification

Q1'16 Enterprise Initiatives +130 bps Price/Cost +20 Volume +20 Other (50) Margin Expansion +120 bps Q1'16 22.1% Q1'15 20.9% Key Drivers OM% V bps Automotive OEM 26.4% +140 bps Food Equipment 24.5 +190 T&M and Electronics 15.5 +80 Welding 23.9 (300) Polymers & Fluids 20.2 +20 Construction Products 21.0 +440 Specialty Products 26.1% +350 bps 7 Strong execution on Enterprise Initiatives First Quarter 2016 Operating Margin +120 bps

Automotive OEM Organic +3% Total Flat +140 bps $653 $656 Q1'15 Q1'16 Total Revenue 25.0% Operating Margin Highlights ● Organic revenue +3% vs. +1% builds …slightly lower penetration gains due to last year’s significant new program launches in Europe ● Organic growth by region – North America +4% … builds +5%, “D3” builds +4% – Europe +3% (Q1’15 +13%) … builds +2% – China +6% … builds +4%, EU & NA OEM (1)% 26.4% Q1'15 Q1'16 8 First Quarter 2016 Segment Results Q1'16 22.1% Q1'13 16.9% Q1’13 Q1‘16 V bps Automotive OEM 19.8% 26.4% +660 bps Food Equipment 16.7 24.5 +780 T&M and Electronics 13.0 15.5 +250 Welding 26.0 23.9 (210) Polymers & Fluids 14.6 20.2 +560 Construction Products 11.7 21.0 +930 Specialty Products 19.9% 26.1% +620 bps Operating Margin Progression Operating Margin 20.9% 18.7% Q1'15 Q1'14 +520 bps

Highlights ● Organic revenue (2)% … sluggish demand for capital equipment ● Test & Measurement (3)% ● Electronics (1)% Highlights ● Organic revenue +3% … North America +5% despite challenging comparison (Q1’15 +7%), International +1% ● North America Equipment +5%, Service +4% ● International Equipment +3%, Service flat 9 Food Equipment $495 Organic +3% Total +1% +190 bps Total Revenue Operating Margin Q1'15 22.6% Q1'15 Q1'16 24.5% Q1'16 Test & Measurement/Electronics $464 $483 15.5%* 14.7% Organic (2)% Total (4)% +80 bps Q1'15 Total Revenue Operating Margin Q1'15 Q1'16 Q1'16 $499 First Quarter 2016 Segment Results *Includes 420 bps of unfavorable non-cash operating margin impact of amortization from acquisition-related intangible assets.

Highlights ● Organic revenue +1% … Automotive Aftermarket +2% ● North America +1% ● International +1% Highlights ● Organic revenue (9)% … equipment (11)%, consumables (5)% ● North America (7)% ● International (15)% … Oil & Gas $433 $389 23.9% 26.9% Organic (9)% Total (10)% (300) bps Welding Total Revenue Operating Margin Q1'15 Q1'15 Q1'16 Q1'16 Polymers & Fluids $441 20.2%* Organic +1% Total (5)% +20 bps $418 Total Revenue Operating Margin Q1'16 Q1'16 Q1'15 Q1'15 10 First Quarter 2016 Segment Results 20.0% *Includes 440 bps of unfavorable non-cash operating margin impact of amortization from acquisition-related intangible assets.

Highlights ● Organic revenue +5% ● North America +11% … Renovation/Remodeling +22%, Commercial +8%, Residential +2% ● Asia Pacific +2%, Europe flat Highlights ● Organic revenue +3% driven by solid growth in consumer packaging – North America +5% – International flat $384 $381 16.6% 21.0% Organic +5% Total +1% +440 bps Construction Products $468 $462 22.6% 26.1% Organic +3% Total +1% +350 bps Specialty Products Total Revenue Operating Margin Total Revenue Operating Margin Q1'15 Q1'15 Q1'16 Q1'16 Q1'16 Q1'16 Q1'15 Q1'15 11 First Quarter 2016 Segment Results

GAAP EPS $5.13 $13.4B 2015 2016 $5.40 - $5.60 Total Revenue Organic 1 to 3% Total (2)% to flat 12 ● Raising guidance by $0.05 to GAAP EPS $5.40 to $5.60 – 7% earnings growth at $5.50 mid-point ● 1 to 3% organic growth in line with prior guidance ● 22.5%+ operating margin with more than 100 bps of operating margin improvement from Enterprise Initiatives ● Free Cash Flow 100%+ conversion ● ~$2 billion share repurchase ● Second quarter 2016 guidance – 0 to 2% organic growth – GAAP EPS $1.34 to $1.44, up 7% at $1.39 mid-point – ~22.5% operating margin First Quarter 2016 2016 Financial Outlook 2016 Guidance Highlights Operating Margin 22.5%+ 21.4% After-tax ROIC* 20%+ 20.4% Delivering solid earnings growth in a challenging environment * See ITW’s First Quarter 2016 press release for the reconciliation from GAAP to non-GAAP measurements. EPS +7%

Q&A