Filed Pursuant to Rule 433
Registration Statement No. 333-183449
Dated August 21, 2012
ILLINOIS TOOL WORKS INC.
Final Term Sheet
August 21, 2012
| Issuer: | Illinois Tool Works Inc. | |
| Size: | $1,100,000,000 | |
| Maturity: | September 1, 2042 | |
| Coupon (Interest Rate): | 3.900% | |
| Yield to Maturity: | 3.955% | |
| Spread to Benchmark Treasury: | 105 basis points | |
| Benchmark Treasury: | 3.000% UST due May 15, 2042 | |
| Benchmark Treasury Price and Yield: | 101-28; 2.905% | |
| Interest Payment Dates: | Semi-annually on March 1 and September 1, commencing March 1, 2013 | |
| Redemption Provision: | At any time prior to March 1, 2042, at a discount rate of Treasury plus 15 basis points; and on or after March 1, 2042, at 100% of the principal, plus accrued interest to the redemption date | |
| Price to Public: | 99.038% | |
| Settlement Date: | August 28, 2012 (T+5) | |
| Ratings: | A1 (Moody’s); A+ (S&P) | |
| CUSIP; ISIN: | 452308 AR0; US452308AR01 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| Co-Managers: | Goldman, Sachs & Co. HSBC Securities (USA) Inc. Mizuho Securities USA Inc. SG Americas Securities, LLC Wells Fargo Securities, LLC | |
| Banca IMI S.p.A. Commerz Markets LLC ING Financial Markets LLC | ||
| BMO Capital Markets Corp. Danske Bank A/S Loop Capital Markets LLC nabSecurities, LLC UBS Securities LLC U.S. Bancorp Investments, Inc. | ||
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated can arrange to send you the prospectus if you request it by calling or e-mailing Citigroup Global Markets Inc. at 1-877- 858-5407, J.P. Morgan Securities LLC at 1-212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322 or dg.prospectus_requests@baml.com.