Item 2.02 Results of Operations and Financial Condition



On July 31, 2020, Illinois Tool Works Inc. (the "Company") announced its 2020
second quarter results of operations in the press release furnished as Exhibit
99.1.

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 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.
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. 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 July 31, 2020


                                  (furnished pursuant to Item 2.02).
      104                         Cover Page Interactive Data File

(embedded within the Inline XBRL


                                  document).

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