Cover and table of contents

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Cover and table of contents

10-K 1 itw-20161231x10k.htm 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-4797

ILLINOIS TOOL WORKS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware36-1258310
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
155 Harlem Avenue, Glenview, Illinois60025
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (847) 724-7500

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassName of Each Exchange on Which Registered
Common StockNew York Stock Exchange
1.75% Euro Notes due 2022New York Stock Exchange
1.25% Euro Notes due 2023New York Stock Exchange
2.125% Euro Notes due 2030New York Stock Exchange
3.00% Euro Notes due 2034New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerxAccelerated filero
Non-accelerated filero (Do not check if a smaller reporting company)Smaller reporting companyo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2016 was approximately $30.4 billion based on the New York Stock Exchange closing sales price as of June 30, 2016.

Shares of Common Stock outstanding at January 31, 2017: 346,550,685.

Documents Incorporated by Reference

Portions of the 2017 Proxy Statement for Annual Meeting of Stockholders to be held on May 5, 2017.Part III
Table of Contents
PART I
Item 1.Business3
Item 1A.Risk Factors10
Item 1B.Unresolved Staff Comments14
Item 2.Properties15
Item 3.Legal Proceedings15
Item 4.Mine Safety Disclosures15
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities16
Item 6.Selected Financial Data17
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations19
Item 7A.Quantitative and Qualitative Disclosures About Market Risk40
Item 8.Financial Statements and Supplementary Data42
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure73
Item 9A.Controls and Procedures73
Item 9B.Other Information73
PART III
Item 10.Directors, Executive Officers and Corporate Governance74
Item 11.Executive Compensation74
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters74
Item 13.Certain Relationships and Related Transactions, and Director Independence74
Item 14.Principal Accounting Fees and Services74
PART IV
Item 15.Exhibits and Financial Statement Schedules75
Signatures76
Exhibit Index77

PART I

Next: Item 1. Business