Illinois Tool Works (ITW)

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

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:

Item 8.01.          Other Events

Illinois Tool Works Inc. (the “Company” or “ITW”) has filed this Current Report on Form 8-K in order to revise the historical financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2008 (the “2008 10-K”) and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (“2009 First Quarter 10-Q”) to reflect the reclassification of results of operations from discontinued operations to continuing operations in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”).

In August 2008, the Company’s Board of Directors authorized the divestiture of the Decorative Surfaces segment. Beginning with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, consistent with the provisions of SFAS 144, the assets and liabilities of the Decorative Surfaces segment were classified as held for sale and the segment’s operating results were presented as discontinued operations. In May 2009, the Company’s Board of Directors rescinded its earlier resolution to divest the Decorative Surfaces segment. Beginning with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, the Decorative Surfaces segment was reclassified as a continuing operation. Exhibit 99.1 and 99.2 to this Form 8-K update Part II, Items 6, 7 and 8 of ITW’s 2008 10-K, and Part I, Items 1 and 2 of ITW’s 2009 First Quarter 10-Q, respectively, to present the Decorative Surfaces segment as a continuing operation. Additionally, certain reclassifications of previously reported amounts have been made to conform to current year segment reporting and to reclassify noncontrolling interest from other noncurrent liabilities to noncontrolling interest in stockholders’ equity in accordance with Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.

By virtue of this Current Report, the Company will be able to incorporate the updated information by reference in future registration statements. The information included in this Form 8-K does not in any way restate or revise the Company’s net income in previously reported financial statements. This Form 8-K does not reflect events occurring after the filing of the 2008 10-K or the 2009 First Quarter 10-Q and, except as described above, does not modify or update any other disclosures therein.

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

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:

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

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:

Item 2.02.          Results of Operations and Financial Condition

On July 22, 2008, Illinois Tool Works Inc. (the “Company”) announced its 2009 second quarter results of operations in the press release furnished as Exhibit 99.1. The Company’s presentation from the second quarter conference call held on July 22, 2009 is furnished as Exhibit 99.2.

Disclosure regarding why the Company’s management believes the presentation of “free operating cash flow” provides useful information to investors is included in the Company’s 2008 Annual Report on Form 10-K. A reconciliation of free operating cash flows to net cash provided by operating activities is included in the press release furnished as Exhibit 99.1.

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

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:

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

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:

Item 2.02.          Results of Operations and Financial Condition

As previously announced, Illinois Tool Works Inc. (the “Company”) approved a plan to retain its Decorative Surfaces segment. Accordingly, on June 15, 2009, the Company released its results with the reclassification of this segment as continuing operations.

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

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:

Item 5.03.          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 8, 2009, the Board of Directors approved amendments to the Company’s By-Laws and the Board’s Corporate Governance Guidelines. The amendments to the governance guidelines included the creation of the position of Lead Director, who is to: (i) preside at meetings of the Board when the Chairman is not present, including meetings of independent directors, (ii) act as a key liaison between the Chairman & CEO and the independent directors, (iii) call meetings of the independent directors when necessary, (iv) communicate Board member feedback to the Chairman & CEO after Board meetings, and (v) perform such other duties as requested by the Board. Article IV (Officers), Section 6 (Vice Chairman) of the By-laws was amended to provide that a Vice Chairman would preside at meetings of the stockholders and directors in the absence of the Chairman and the Lead Director. Article IV, Section 7 (President) of the By-Laws was amended to delete the provision stating that the President would preside at meetings of the stockholders and directors in the absence of the Chairman and the Vice Chairman.

The Board’s Corporate Governance Guidelines were also amended to clarify the process for our ongoing self-evaluations of the Audit, Compensation and Corporate Governance and Nominating Committees, and to provide for an annual evaluation of the performance of the Board and individual directors, to be coordinated by the Corporate Governance and Nominating Committee.

On May 8, 2009, the Company’s Board of Directors rescinded an earlier resolution to divest its Decorative Surfaces segment. Given the continued weak acquisition market conditions and the premium value of these businesses, the Company decided to discontinue the sales process and return the businesses to continuing operations. The press release announcing the board’s decision is furnished as Exhibit 99.1.

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

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:

Item 2.02.          Results of Operations and Financial Condition

On April 16, 2009, Illinois Tool Works Inc. (the “Company”) announced its 2009 first 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 16, 2009 is furnished as Exhibit 99.2.

Disclosure regarding why the Company’s management believes the presentation of “free operating cash flow” provides useful information to investors is included in the Company’s 2008 Annual Report on Form 10-K. A reconciliation of free operating cash flows to net cash provided by operating activities is included in the press release furnished as Exhibit 99.1.