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Dynamic quotes 
OFFON

ILLINOIS TOOL WORKS INC.

(ITW)
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ILLINOIS TOOL WORKS : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q/A)

08/06/2021 | 05:20pm EDT

INTRODUCTION


Illinois Tool Works Inc. (the "Company" or "ITW") is a global manufacturer of a
diversified range of industrial products and equipment with 83 divisions in 52
countries. As of December 31, 2020, the Company employed approximately 43,000
people.

The Company's operations are organized and managed based on similar product
offerings and end markets, and are reported to senior management as the
following seven segments: Automotive OEM; Food Equipment; Test & Measurement and
Electronics; Welding; Polymers & Fluids; Construction Products; and Specialty
Products.

Due to the large number of diverse businesses and the Company's decentralized
operating structure, the Company does not require its businesses to provide
detailed information on operating results. Instead, the Company's corporate
management collects data on several key measurements: operating revenue,
operating income, operating margin, overhead costs, number of months on hand in
inventory, days sales outstanding in accounts receivable, past due receivables
and return on invested capital. These key measures are monitored by management
and significant changes in operating results versus current trends in end
markets and variances from forecasts are discussed with operating unit
management.

THE ITW BUSINESS MODEL


The powerful and highly differentiated ITW Business Model is the Company's core
source of value creation. The ITW Business Model is the Company's competitive
advantage and defines how ITW creates value for its shareholders. It is
comprised of three unique elements:

•ITW's 80/20 Front-to-Back process is the operating system that is applied in
every ITW business. Initially introduced as a manufacturing efficiency tool in
the 1980s, ITW has continually refined, improved and expanded 80/20 into a
proprietary, holistic business management process that generates significant
value for the Company and its customers. Through the application of data driven
insights generated by 80/20 practice, ITW focuses on its largest and best
opportunities (the "80") and eliminates cost, complexity and distractions
associated with the less profitable opportunities (the "20"). 80/20 enables ITW
businesses to consistently achieve world-class operational excellence in product
availability, quality, and innovation, while generating superior financial
performance;

•Customer-Back Innovation has fueled decades of profitable growth at ITW. The
Company's unique innovation approach is built on insight gathered from the 80/20
Front-to-Back process. Working from the customer back, ITW businesses position
themselves as the go-to problem solver for their "80" customers. ITW's
innovation efforts are focused on understanding customer needs, particularly
those in "80" markets with solid long-term growth fundamentals, and creating
unique solutions to address those needs. These customer insights and learnings
drive innovation at ITW and have contributed to a portfolio of approximately
18,500 granted and pending patents;
                                       13
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•ITW's Decentralized, Entrepreneurial Culture enables ITW businesses to be fast,
focused, and responsive. ITW businesses have significant flexibility within the
framework of the ITW Business Model to customize their approach in order to best
serve their specific customers' needs. ITW colleagues recognize their unique
responsibilities to execute the Company's strategy and values. As a result, the
Company maintains a focused and simple organizational structure that, combined
with outstanding execution, delivers best-in-class services and solutions
adapted to each business' customers and end markets.

ENTERPRISE STRATEGY


In late 2012, ITW began its strategic framework transitioning the Company on its
current path to fully leverage the compelling performance potential of the ITW
Business Model. The Company undertook a complete review of its performance,
focusing on its businesses delivering consistent above-market growth with
best-in-class margins and returns, and developing a strategy to replicate that
performance across its operations.

ITW determined that solid and consistent above-market organic growth is the core
growth engine to deliver world-class financial performance and compelling
long-term returns for its shareholders. To shift its primary growth engine to
organic, the Company began executing a multi-step approach.

•The first step was to narrow the focus and improve the quality of ITW's
business portfolio. As part of the Portfolio Management initiative, ITW exited
businesses that were operating in commoditized market spaces and prioritized
sustainable differentiation as a must-have requirement for all ITW businesses.
This process included both divesting entire businesses and exiting commoditized
product lines and customers inside otherwise highly differentiated ITW
divisions.

As a result of this work, ITW's business portfolio now has significantly higher
organic growth potential. ITW segments and divisions now possess attractive and
differentiated product lines and end markets as they continue to improve
operating margins and generate price/cost increases. The Company achieved this
through product line simplification, or eliminating the complexity and overhead
costs associated with smaller product lines and customers, while supporting and
growing the businesses' largest / most profitable customers and product lines.

•Step two, Business Structure Simplification, was implemented to simplify and
scale up ITW's operating structure to support increased engineering, marketing,
and sales resources, and improve global reach and competitiveness, all of which
were critical to driving accelerated organic growth. ITW now has 83 scaled-up
divisions with significantly enhanced focus on growth investments, core
customers and products, and customer-back innovation.

•The Strategic Sourcing initiative established sourcing as a core strategic and
operational capability at ITW, delivering an average of one percent reduction in
spend each year from 2013 through 2020 and continues to be a key contributor to
the Company's ongoing enterprise strategy.

•With the initial portfolio realignment and scale-up work largely complete, the
Company shifted its focus to preparing for and accelerating organic growth,
reapplying the 80/20 Front-to-Back process to optimize its newly scaled-up
divisions for growth, first, to build a foundation of operational excellence,
and second, to identify the best opportunities to drive organic growth.

ITW has clearly demonstrated superior 80/20 management, resulting in meaningful
incremental improvement in margins and returns as evidenced by the Company's
operating margin and after-tax return on invested capital. At the same time,
these 80/20 initiatives can also result in restructuring initiatives that reduce
costs and improve profitability and returns.

PATH TO FULL POTENTIAL


Since the launch of the enterprise strategy, the Company has made considerable
progress to position itself to reach full potential. The ITW Business Model and
unique set of capabilities are a source of strong and enduring competitive
advantage, but for the Company to truly reach its full potential, every one of
its divisions must also be operating at its full potential. To do so, the
Company remains focused on its core principles to position ITW to perform to its
full potential:

•Portfolio discipline
•80/20 Front-to-Back practice excellence
•Full-potential organic growth

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Portfolio Discipline


The Company only operates in industries where it can generate significant,
long-term competitive advantage from the ITW Business Model. ITW businesses have
the right "raw material" in terms of market and business attributes that best
fit the ITW Business Model and have significant potential to drive above-market
organic growth over the long-term.

The Company focuses on high-quality businesses, ensuring it operates in markets
with positive long-term macro fundamentals and with customers that have critical
needs and value ITW's differentiated products, services and solutions. ITW's
portfolio operates in highly diverse end markets and geographies which makes the
Company more resilient in the face of uncertain or volatile market environments.

The Company routinely evaluates its portfolio to ensure it delivers sustainable
differentiation and drives consistent long-term performance. This includes both
implementing portfolio refinements and assessing selective high-quality
acquisitions to supplement ITW's long-term growth potential.

The Company previously communicated its intent to explore options, including
potential divestitures, for certain businesses with revenues totaling up to $1
billion. The Company expects any earnings per share dilution from divestitures
would be offset by incremental share repurchases. In the fourth quarter of 2019,
the Company completed the divestitures of three businesses and continues to
evaluate options for certain other businesses. However, due to the COVID-19
pandemic, the Company has deferred any further significant divestiture activity
until market conditions normalize.

80/20 Front-to-Back Practice Excellence


The 80/20 Front-to-Back process is a rigorous, iterative and highly data-driven
approach to identify where the Company has true differentiation and the ability
to drive sustainable, high-quality organic growth. The Company simplifies and
eliminates complexity and redesigns every aspect of its business to ensure
focused execution on key opportunities, markets, customers, and products.

ITW will continue to drive 80/20 Front-to-Back practice excellence in every
division in the Company, every day. Driving strong operational excellence in the
quality of 80/20 Front-to-Back practice across the Company, division by
division, will produce further customer-facing performance improvement in a
number of the Company's divisions and additional structural margin expansion at
the enterprise level.

Near-term Priorities

While it was the challenges brought about by the COVID-19 pandemic that
dominated the Company's attention starting in 2020, it was the collection of
capabilities and competitive advantages that have been built and honed over the
past eight years through the execution of ITW's enterprise strategy that
provided the Company with the options to respond. This, coupled with the
proprietary and powerful ITW Business Model, diversified high-quality business
portfolio and diligent execution put the Company in a position of strength in
dealing with the global pandemic.

From the early days of the pandemic, the Company focused its efforts on the
following priorities: (1) protect the health and support the well-being of ITW's
colleagues; (2) continue to serve the Company's customers with excellence to the
best of its ability; (3) maintain financial strength, liquidity and strategic
optionality; and (4) leverage the Company's strengths to position it to fully
participate in the recovery.

"Win the Recovery" is an execution component of the Company's enterprise
strategy, not a separate initiative, with every one of the Company's divisions
identifying specific opportunities presented by the pandemic to capture
sustainable share gains that are aligned with the ITW long-term enterprise
strategy. The Company expects these efforts to contribute meaningfully to
accelerate its progress toward full-potential organic growth. The Company
continues to focus on delivering strong results in any environment while
executing its long-term strategy to achieve and sustain ITW's full potential
performance.

                                       15
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Full-Potential Organic Growth


Reaching full potential means that every division is positioned for sustainable,
high-quality organic growth. The Company has clearly defined action plans aimed
at leveraging the performance power of the ITW Business Model to achieve
full-potential organic growth in every division, with specific focus on:

•"80" focused Market Penetration - fully leveraging the considerable growth
potential that resides in the Company's largest and most differentiated product
offerings and customer relationships
•Customer-back Innovation - strengthening the Company's commitment to serial
innovation and delivering a continuous flow of differentiated new products to
its key customers
•Strategic Sales Excellence - deploying a high-performance sales function in
every division

As the Company continues to make progress toward its full potential, the Company
will explore opportunities to reinforce or further expand the long-term organic
growth potential of ITW through the addition of selective high-quality
acquisitions, such as the recently announced agreement with Amphenol Corporation
("Amphenol"), whereby the Company intends to acquire the Test & Simulation
business of MTS Systems Corporation ("MTS") from Amphenol, which is expected to
close following the receipt of all required regulatory approvals and the
satisfaction of other customary closing conditions. Upon completion of this
acquisition, the Test & Simulation business of MTS will be reported within the
Company's Test & Measurement and Electronics segment.

TERMS USED BY ITW

Management uses the following terms to describe the financial results of operations of the Company:


•Organic business - acquired businesses that have been included in the Company's
results of operations for more than 12 months on a constant currency basis.
•Operating leverage - the estimated effect of the organic revenue volume changes
on organic operating income, assuming variable margins remain the same as the
prior period.
•Price/cost - represents the estimated net impact of increases or decreases in
the cost of materials used in the Company's products versus changes in the
selling price to the Company's customers.
•Product line simplification (PLS) - focuses businesses on eliminating the
complexity and overhead costs associated with smaller product lines and
customers, and focuses businesses on supporting and growing their largest
customers and product lines. In the short-term, PLS may result in a decrease in
revenue and overhead costs while improving operating margin. In the long-term,
PLS is expected to result in growth in revenue, profitability, and returns.

Unless otherwise stated, the changes in financial results in the consolidated
results of operations and the results of operations by segment represent the
current year period versus the comparable period in the prior year. The
following discussion of operating results should be read in conjunction with
Item 7 - Management's Discussion and Analysis of Financial Condition and Results
of Operations in the Company's 2020 Annual Report on Form 10-K.

CONSOLIDATED RESULTS OF OPERATIONS


In early 2020, an outbreak of a novel strain of coronavirus (COVID-19) occurred
in China and other jurisdictions. The COVID-19 outbreak was subsequently
declared a global pandemic by the World Health Organization on March 11, 2020.
In response to the outbreak, governments around the globe have taken various
actions to reduce its spread, including travel restrictions, shutdowns of
businesses deemed nonessential, and stay-at-home or similar orders. The COVID-19
pandemic and the measures taken globally to reduce its spread have negatively
impacted the global economy, causing significant disruptions in the Company's
global operations starting primarily in the latter part of the first quarter of
2020 as COVID-19 continued to spread and impact the countries in which the
Company operates and the markets the Company serves.

For the duration of the COVID-19 pandemic, the Company is focusing on the
following priorities: (1) protect the health and support the well-being of ITW's
colleagues; (2) continue to serve the Company's customers with excellence to the
best of its ability; (3) maintain financial strength, liquidity and strategic
optionality; and (4) leverage the Company's strengths to position it to fully
participate in the recovery phase. To support ITW's colleagues, among its many
actions and initiatives, the Company redesigned production processes to ensure
proper social distancing practices, adjusted shift schedules and assignments to
help colleagues who have child and elder care needs, and implemented aggressive
new workplace sanitation practices and a coordinated response to ensure access
to personal protective equipment to minimize infection risk. To support its
customers, the Company has worked diligently to keep its facilities open and
operating safely. The Company has adapted customer service systems and practices
to seamlessly serve its customers under "work from home" requirements in many
parts of the world.
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In areas around the world where governments issued stay-at-home or similar
orders, the vast majority of ITW's businesses were designated as critical or
essential businesses and, as such, they remained open and operational. In some
cases, this is because the Company's products directly impact the COVID-19
response effort. In other cases, the Company's businesses are designated as
critical because they play a vital role in serving and supporting industries
that are deemed essential to the physical and economic health of our
communities.

While the vast majority of the Company's facilities have remained open and
operational during the pandemic, many of these facilities were operating at a
reduced capacity. The full extent of the COVID-19 outbreak and its impact on the
markets served by the Company and on the Company's operations and financial
position continues to be highly uncertain as conditions continue to fluctuate
around the world, with vaccine administration rising in certain regions and
spikes in infections (including the spread of variants) also being experienced.
A prolonged outbreak could continue to interrupt the operations of the Company
and its customers and suppliers. A description of the risks relating to the
impact of the COVID-19 outbreak on the Company's business, operations and
financial condition is contained in Part I - Item 1A - Risk Factors in the
Company's 2020 Annual Report on Form 10-K.

Separately, the Company does not believe that tariffs imposed in recent years
have had a material impact on its operating results. The Company will continue
to evaluate the impact of enacted and proposed tariffs on its businesses, as
well as pricing actions to mitigate the impact of any raw material cost
increases resulting from these tariffs.

The Company delivered strong financial results in the second quarter and
year-to-date periods of 2021 primarily due to the continued successful execution
of enterprise initiatives, including the "Win the Recovery" actions initiated
over the course of the past year, and continued focus on the highly
differentiated ITW Business Model. Despite rising raw material costs and a
challenging global supply chain environment, the Company generated operating
revenue growth of 43.4 percent in the second quarter and 24.7 percent in the
year-to-date period as all segments and major geographic regions achieved
double-digit organic revenue growth. Operating income grew 99 percent and 48.5
percent in the second quarter and year-to-date periods, respectively. Operating
margin was 24.3 percent in the second quarter and 24.9 percent in the
year-to-date period as all segments achieved margin expansion compared to the
respective prior year period. After-tax return on average invested capital was
30.8 percent and 31.3 percent in the second quarter and year-to-date periods of
2021, respectively. Refer to the After-tax Return on Average Invested Capital
section of Liquidity and Capital Resources for a reconciliation of this non-GAAP
measure.

The Company's consolidated results of operations for the second quarter and year-to-date periods of 2021 and 2020 were as follows:


                                      Three Months Ended
Dollars in millions                        June 30,                                           Components of Increase (Decrease)
                                                                                                              Acquisition/                                     Foreign
                                2021              2020                  Inc (Dec)             Organic          Divestiture           Restructuring            Currency         Total
Operating revenue           $   3,676$ 2,564                       43.4  %              37.2  %                  -  %                    -  %             6.2  %        43.4  %
Operating income            $     893$   449                       99.0  %              90.5  %                0.1  %                 (0.5) %             8.9  %        99.0  %
Operating margin %               24.3  %          17.5  %                    680 bps              680 bps                  -                       -                  -           680 bps



                                      Six Months Ended
Dollars in millions                       June 30,                                          Components of Increase (Decrease)
                                                                                                            Acquisition/                                     Foreign
                               2021             2020                  Inc (Dec)             Organic          Divestiture           Restructuring            Currency         Total
Operating revenue           $ 7,220$ 5,792                       24.7  %              19.9  %                  -  %                    -  %             4.8  %        24.7  %
Operating income            $ 1,798$ 1,210                       48.5  %              42.8  %                  -  %                 (0.2) %             5.9  %        48.5  %
Operating margin %             24.9  %          20.9  %                    400 bps              400 bps                  -                       -                  -           400 bps



•Operating revenue increased 43.4% in the second quarter and 24.7% in the year
to date period due to higher organic revenue and the favorable effect of foreign
currency translation.
•Organic revenue grew 37.2% and 19.9% in the second quarter and year-to-date
periods, respectively, due to growth in all segments, as the Company saw
continued improvement in both the breadth and pace of the recovery.
Additionally, product line simplification activities reduced organic revenue by
20 basis points in the second quarter and year-to-date periods.
                                       17
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•North American organic revenue grew 36.3% and 18.5% in the second quarter and
year-to-date periods, respectively, due to growth in all segments primarily
driven by the Automotive OEM, Test & Measurement and Electronics, Welding and
Food Equipment segments.
•Europe, Middle East and Africa organic revenue increased 49.6% in the second
quarter and 20.3% in the year-to-date period due to growth in all segments
primarily driven by Automotive OEM, Food Equipment, Construction Products and
Specialty Products segments.
•Asia Pacific organic revenue increased 20.0% and 23.4% in the second quarter
and year-to-date periods, respectively, due to growth in all segments. China
organic revenue grew 14.3% and 34.5% in the second quarter and year-to-date
periods, respectively, due to growth in six segments, partially offset by a
decline in the Construction Products segment.
•Operating income of $893 million and $1.8 billion in the second quarter and
year-to-date periods, respectively, increased 99.0% and 48.5% in the respective
periods.
•Operating margin was 24.3% in the second quarter. The increase of 680 basis
points was primarily driven by positive operating leverage of 700 basis points
and benefits from the Company's enterprise initiatives of 150 basis points,
partially offset by unfavorable price/cost of 120 basis points and higher
overhead expenses, including employee-related expenses.
•In the year-to-date period, operating margin of 24.9% increased 400 basis
points primarily due to positive operating leverage of 390 basis points and
benefits from the Company's enterprise initiatives of 130 basis points,
partially offset by unfavorable price/cost of 90 basis points and higher
overhead expenses, including employee-related expenses.
•The effective tax rate for the second quarter of 2021 and 2020 was 10.1% and
21.3%, respectively, and 16.3% and 22.4% for the respective year-to-date periods
of 2021 and 2020. The effective tax rate for the second quarter of 2021 included
a discrete income tax benefit of $112 million related to the remeasurement of
net deferred tax assets due to the enactment of the U.K. Finance Bill 2021,
which increases the U.K. income tax rate from 19% to 25% effective April 1,
2023. Additionally, the effective tax rate included discrete income tax benefits
related to excess tax benefits from stock-based compensation of $4 million and
$5 million for the second quarter of 2021 and 2020, respectively, and
$13 million and $12 million for the respective year-to-date periods of 2021 and
2020.
•Diluted earnings per share (EPS) of $2.45 for the second quarter and $4.56 for
the year-to-date period increased 142.6% and 64.0%, respectively. Excluding the
favorable impact of the discrete income tax benefit of $0.35 related to the
remeasurement of the U.K. net deferred tax assets, EPS increased 107.9% and
51.4% in the respective periods.
•Free cash flow was $477 million and $1.0 billion for the second quarter and
year-to-date periods of 2021, respectively. Refer to the Cash Flow section of
Liquidity and Capital Resources for a reconciliation of this non-GAAP measure.
•The Company repurchased approximately 1.1 million and 2.3 million shares of its
common stock in the second quarter and year-to-date periods of 2021,
respectively, for approximately $250 million and $500 million, respectively.
•After-tax return on average invested capital was 30.8% for the second quarter
and 31.3% for the year-to-date period of 2021. Refer to the After-tax Return on
Average Invested Capital section of Liquidity and Capital Resources for a
reconciliation of this non-GAAP measure.

RESULTS OF OPERATIONS BY SEGMENT

Total operating revenue and operating income for the second quarter and year-to-date periods of 2021 and 2020 were as follows:

                                                    Three Months ended June 30,                                                 Six Months Ended June 30,
Dollars in millions                   Operating Revenue                      Operating Income                     Operating Revenue                    Operating Income
                                    2021               2020                2021                2020             2021               2020              2021              2020
Automotive OEM                 $     707$   361$     133$ (28)$    1,490$ 1,057$     322$   117
Food Equipment                       514                336                113                  31                 965              819                209              148
Test & Measurement and
Electronics                          606                455                170                 117               1,158              940                327              238
Welding                              402                298                115                  64                 803              670                236              173
Polymers & Fluids                    466                354                127                  82                 901              747                239              175
Construction Products                518                376                143                  90                 987              766                273              181
Specialty Products                   471                387                128                  98                 928              801                254              207
Intersegment revenue                  (8)                (3)                 -                   -                 (12)              (8)                 -                -
Unallocated                            -                  -                (36)                 (5)                  -                -                (62)             (29)
Total                          $   3,676$ 2,564$     893$ 449$    7,220$ 5,792$   1,798$ 1,210



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Segments are allocated a fixed overhead charge based on the segment's revenue.
Expenses not charged to the segments are reported separately as Unallocated.
Because the Unallocated category includes a variety of items, it is subject to
fluctuations on a quarterly and annual basis.

AUTOMOTIVE OEM

This segment is a global, niche supplier to top tier OEMs, providing unique innovation to address pain points for sophisticated customers with complex problems. Businesses in this segment produce components and fasteners for automotive-related applications. This segment primarily serves the automotive original equipment manufacturers and tiers market. Products in this segment include:

•plastic and metal components, fasteners and assemblies for automobiles, light trucks and other industrial uses.

The results of operations for the Automotive OEM segment for the second quarter and year-to-date periods of 2021 and 2020 were as follows:


                                        Three Months Ended
Dollars in millions                          June 30,                                             Components of Increase (Decrease)
                                                                                                                   Acquisition/                                  Foreign
                                2021                  2020                  Inc (Dec)              Organic          Divestiture           Restructuring         Currency          Total
Operating revenue           $    707$  361                       95.3  %               83.5  %                  -  %                    -  %         11.8  %          95.3  %
Operating income            $    133$  (28)                     573.8  %              547.8  %                  -  %                 (3.1) %         29.1  %         573.8  %
Operating margin %              18.8   %              (7.8) %                   2660 bps              2670 bps                  -                   (10) bps            -            2660 bps



                                      Six Months Ended
Dollars in millions                       June 30,                         
                Components of Increase (Decrease)
                                                                                                             Acquisition/                                  Foreign
                               2021             2020                  Inc (Dec)              Organic          Divestiture           Restructuring         Currency          Total
Operating revenue           $ 1,490$ 1,057                       40.9  %               33.6  %                  -  %                    -  %          7.3  %          40.9  %
Operating income            $   322$   117                      175.0  %              159.9  %                  -  %                  0.6  %         14.5  %         175.0  %
Operating margin %             21.6  %          11.1  %                   1050 bps              1050 bps                  -                       -               -            1050 bps



•Operating revenue grew in the second quarter and year-to-date periods due to
higher organic revenue and the favorable effect of foreign currency translation.
•Organic revenue increased 83.5% and 33.6% in the second quarter and
year-to-date periods, respectively, primarily due to demand recovery versus the
prior year. Worldwide auto builds grew 49% in the second quarter and 29% in the
year-to-date period. Product line simplification activities reduced organic
revenue by 20 basis points in the second quarter and 30 basis points in the
year-to-date period. Additionally, the impact of Automotive OEM customers
adjusting production schedules to account for the shortage of several components
negatively impacted organic revenue in the second quarter and year-to-date
periods of 2021.
•North American organic revenue increased 102.1% and 29.1% in the second quarter
and year-to-date periods, respectively, compared to North American auto builds
which grew 132% in the second quarter and 32% in the year-to-date period. Auto
builds for the Detroit 3, where the Company has higher content, increased 92%
and 19% in the second quarter and year-to-date periods, respectively.
•European organic revenue increased 106.2% and 34.7% in the second quarter and
year-to-date periods, respectively, compared to European auto builds which
increased 86% in the second quarter and 28% in the year-to-date period.
•Asia Pacific organic revenue increased 36.9% and 39.8% in the second quarter
and year-to-date periods, respectively. China organic revenue grew 19.9% and
36.8% in the second quarter and year-to-date periods, respectively, versus China
auto builds which declined 4% in the second quarter and increased 25% in the
year-to-date period. Auto builds of foreign automotive manufacturers in China,
where the Company has higher content, declined 19% in the second quarter and
increased 11% in the year-to-date period.
•Operating margin of 18.8% in the second quarter increased 2,660 basis points
primarily driven by positive operating leverage of 1,700 basis points and the
net benefits from the Company's enterprise initiatives and cost management,
partially offset by unfavorable price/cost of 240 basis points.
                                       19
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•In the year-to-date period, operating margin was 21.6%. The increase of 1,050
basis points was primarily driven by positive operating leverage of 630 basis
points and the net benefits from the Company's enterprise initiatives and cost
management, partially offset by unfavorable price/cost of 170 basis points.

FOOD EQUIPMENT


This segment is a highly focused and branded industry leader in commercial food
equipment differentiated by innovation and integrated service offerings. This
segment primarily serves the food service, food retail and food
institutional/restaurant markets. Products in this segment include:

•warewashing equipment;
•cooking equipment, including ovens, ranges and broilers;
•refrigeration equipment, including refrigerators, freezers and prep tables;
•food processing equipment, including slicers, mixers and scales;
•kitchen exhaust, ventilation and pollution control systems; and
•food equipment service, maintenance and repair.

The results of operations for the Food Equipment segment for the second quarter and year-to-date periods of 2021 and 2020 were as follows:


                                        Three Months Ended
Dollars in millions                          June 30,                                             Components of Increase (Decrease)
                                                                                                                   Acquisition/                                  Foreign
                                2021                  2020                  Inc (Dec)              Organic          Divestiture           Restructuring         Currency          Total
Operating revenue           $    514$  336                       52.9  %               46.0  %                  -  %                    -  %          6.9  %          52.9  %
Operating income            $    113$   31                      265.6  %              250.4  %                  -  %                 (1.2) %         16.4  %         265.6  %
Operating margin %              22.0   %               9.2  %                   1280 bps              1290 bps                  -                   (10) bps            -            1280 bps



                                      Six Months Ended
Dollars in millions                       June 30,                                           Components of Increase (Decrease)
                                                                                                             Acquisition/                                  Foreign
                                2021             2020                  Inc (Dec)             Organic          Divestiture           Restructuring         Currency          Total
Operating revenue           $    965$  819                       17.9  %              13.2  %                  -  %                    -  %          4.7  %         17.9  %
Operating income            $    209$  148                       41.2  %              35.9  %                  -  %                 (0.1) %          5.4  %         41.2  %
Operating margin %              21.6   %         18.1  %                    350 bps              360 bps                  -                   (10) bps            -            350 bps



•Operating revenue grew in the second quarter and year-to-date periods due to
higher organic revenue and the favorable effect of foreign currency translation.
•Organic revenue increased 46.0% in the second quarter as equipment and service
organic revenue grew 51.7% and 35.4%, respectively. In the year-to-date period,
organic revenue grew 13.2% as equipment and service organic revenue grew 19.6%
and 2.6%, respectively.
•North American organic revenue increased 38.6% and 12.7% in the second quarter
and year-to-date periods, respectively. Equipment organic revenue grew 41.6% in
the second quarter and 17.2% in the year-to-date period primarily due to growth
in the restaurant, institutional and food retail end markets. Service organic
revenue increased 33.4% in the second quarter and 5.9% in the year-to-date
period.
•International organic revenue increased 57.9% in the second quarter and 13.9%
in the year-to-date period. Equipment organic revenue grew 65.5% and 22.7% in
the second quarter and year-to-date periods, respectively, primarily due to
higher demand in the European warewash, refrigeration and cooking end markets.
Service organic revenue increased 39.2% in the second quarter and declined 3.0%
in the year-to-date period.
•Operating margin of 22.0% in the second quarter increased 1,280 basis points
primarily due to positive operating leverage of 1,010 basis points and the net
benefits from the Company's enterprise initiatives and cost management,
partially offset by unfavorable price/cost of 60 basis points.
•In the year-to-date period, operating margin was 21.6%. The increase of 350
basis points was primarily driven by positive operating leverage of 320 basis
points and the net benefits from the Company's enterprise initiatives and cost
management, partially offset by unfavorable price/cost of 40 basis points.

                                       20
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TEST & MEASUREMENT AND ELECTRONICS


This segment is a branded and innovative producer of test and measurement and
electronic manufacturing and maintenance, repair, and operations, or "MRO"
solutions that improve efficiency and quality for customers in diverse end
markets. Businesses in this segment produce equipment, consumables, and related
software for testing and measuring of materials and structures, as well as
equipment and consumables used in the production of electronic subassemblies and
microelectronics. This segment primarily serves the electronics, general
industrial, industrial capital goods, automotive original equipment
manufacturers and tiers, energy and consumer durables markets. Products in this
segment include:

•equipment, consumables, and related software for testing and measuring of
materials, structures, gases and fluids;
•electronic assembly equipment;
•electronic components and component packaging;
•static control equipment and consumables used for contamination control in
clean room environments; and
•pressure sensitive adhesives and components for electronics, medical,
transportation and telecommunications applications.

The results of operations for the Test & Measurement and Electronics segment for
the second quarter and year-to-date periods of 2021 and 2020 were as follows:

                                        Three Months Ended
Dollars in millions                          June 30,                                             Components of Increase (Decrease)
                                                                                                                  Acquisition/                                     Foreign
                                2021                  2020                  Inc (Dec)             Organic          Divestiture           Restructuring            Currency         Total
Operating revenue           $    606$  455                       33.0  %              28.7  %                  -  %                    -  %             4.3  %        33.0  %
Operating income            $    170$  117                       45.4  %              40.2  %                  -  %                  0.7  %             4.5  %        45.4  %
Operating margin %              28.1   %              25.7  %                    240 bps              230 bps                  -                     10 bps               -           240 bps



                                      Six Months Ended
Dollars in millions                       June 30,                                           Components of Increase (Decrease)
                                                                                                             Acquisition/                                  Foreign
                                2021             2020                  Inc (Dec)             Organic          Divestiture           Restructuring         Currency          Total
Operating revenue           $   1,158$  940                       23.2  %              19.4  %                  -  %                    -  %          3.8  %         23.2  %
Operating income            $     327$  238                       37.1  %              32.8  %                  -  %                  0.3  %          4.0  %         37.1  %
Operating margin %               28.2  %         25.4  %                    280 bps              280 bps                  -                       -               -            280 bps



•Operating revenue grew in the second quarter and year-to-date periods due to
higher organic revenue and the favorable effect of foreign currency translation.
•Organic revenue increased 28.7% in the second quarter and 19.4% in the
year-to-date period.
•Organic revenue for the test and measurement businesses increased 20.2% and
13.1% in the second quarter and year-to-date periods, respectively, primarily
driven by higher semi-conductor demand in North America, the impact of a
stronger capital spending environment, and higher demand in the aerospace and
oil and gas end markets in North America. Instron, where demand is more closely
tied to the capital spending environment, had organic revenue growth of 10.8% in
the second quarter and 11.3% in the year-to-date period.
•Electronics organic revenue increased 37.9% and 26.9% in the second quarter and
year-to-date periods, respectively, driven by higher demand in consumer
electronics and automotive applications. The electronics assembly businesses
grew 82.3% in the second quarter and 53.4% in the year-to-date period primarily
due to higher demand in North America and Asia Pacific. The other electronics
businesses, which include the contamination control, static control and pressure
sensitive adhesives businesses, increased 17.4% and 14.8% in the second quarter
and year-to-date periods, respectively, with growth in all major regions.
•Operating margin of 28.1% in the second quarter increased 240 basis points
primarily due to positive operating leverage of 560 basis points and benefits
from the Company's enterprise initiatives, partially offset by higher overhead
expenses and product mix.
•In the year-to-date period, operating margin was 28.2%. The increase of 280
basis points was primarily driven by positive operating leverage of 420 basis
points and benefits from the Company's enterprise initiatives, partially offset
by higher overhead expenses and product mix.

                                       21
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WELDING


This segment is a branded value-added equipment and specialty consumable
manufacturer with innovative and leading technology. Businesses in this segment
produce arc welding equipment, consumables and accessories for a wide array of
industrial and commercial applications. This segment primarily serves the
general industrial market, which includes fabrication, shipbuilding and other
general industrial markets, and energy, construction, MRO, automotive original
equipment manufacturers and tiers, and industrial capital goods markets.
Products in this segment include:

•arc welding equipment; and
•metal arc welding consumables and related accessories.

The results of operations for the Welding segment for the second quarter and year-to-date periods of 2021 and 2020 were as follows:


                                        Three Months Ended
Dollars in millions                          June 30,                                             Components of Increase (Decrease)
                                                                                                                  Acquisition/                                     Foreign
                                2021                  2020                  Inc (Dec)             Organic          Divestiture           Restructuring            Currency         Total
Operating revenue           $    402$  298                       35.2  %              32.6  %                  -  %                    -  %             2.6  %        35.2  %
Operating income            $    115$   64                       78.3  %              75.5  %                  -  %                  0.4  %             2.4  %        78.3  %
Operating margin %              28.5   %              21.6  %                    690 bps              700 bps                  -                     10 bps           (20) bps        690 bps



                                      Six Months Ended
Dollars in millions                       June 30,                                           Components of Increase (Decrease)
                                                                                                             Acquisition/                                     Foreign
                                2021             2020                  Inc (Dec)             Organic          Divestiture           Restructuring            Currency         Total
Operating revenue           $    803$  670                       19.8  %              17.9  %                  -  %                    -  %             1.9  %        19.8  %
Operating income            $    236$  173                       36.6  %              34.8  %                  -  %                  0.5  %             1.3  %        36.6  %
Operating margin %              29.4   %         25.8  %                    360 bps              370 bps                  -                     10 bps           (20) bps        360 bps



•Operating revenue grew in the second quarter and year-to-date periods due to
higher organic revenue and the favorable effect of foreign currency translation.
•Organic revenue grew 32.6% in the second quarter driven by growth in equipment
of 37.8% and consumables of 24.9%. In the year-to-date period, organic revenue
grew 17.9% as equipment increased 22.3% and consumables increased 11.3%. In both
periods, organic revenue growth was primarily due to higher demand in the
industrial end markets related to heavy equipment for agriculture,
infrastructure and mining and in the commercial end markets related to
construction, light fabrication and farm and ranch customers.
•North American organic revenue increased 37.6% in the second quarter primarily
due to 51.7% and 25.9% growth in the industrial and commercial ends markets,
respectively. In the year-to-date period, organic revenue grew 20.0% primarily
driven by 20.4% and 21.3% growth in the industrial and commercial end markets,
respectively.
•International organic revenue grew 13.0% and 8.4% in the second quarter and
year-to-date periods, respectively, primarily due to higher equipment demand in
the oil and gas end markets in Europe and Asia.
•Operating margin of 28.5% in the second quarter increased 690 basis points
primarily driven by positive operating leverage of 480 basis points and the net
benefits from the Company's enterprise initiatives and cost management.
•In the year-to-date period, operating margin was 29.4%. The increase of 360
basis points was primarily driven by positive operating leverage of 280 basis
points and the net benefits from the Company's enterprise initiatives and cost
management.

POLYMERS & FLUIDS

This segment is a branded supplier to niche markets that require value-added,
differentiated products. Businesses in this segment produce engineered
adhesives, sealants, lubrication and cutting fluids, and fluids and polymers for
auto aftermarket maintenance and appearance. This segment primarily serves the
automotive aftermarket, general industrial, MRO and construction markets.
Products in this segment include:

•adhesives for industrial, construction and consumer purposes;

                                       22
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•chemical fluids which clean or add lubrication to machines;
•epoxy and resin-based coating products for industrial applications;
•hand wipes and cleaners for industrial applications;
•fluids, polymers and other supplies for auto aftermarket maintenance and
appearance;
•fillers and putties for auto body repair; and
•polyester coatings and patch and repair products for the marine industry.

The results of operations for the Polymers & Fluids segment for the second quarter and year-to-date periods of 2021 and 2020 were as follows:

                                        Three Months Ended
Dollars in millions                          June 30,                                             Components of Increase (Decrease)
                                                                                                                  Acquisition/                                     Foreign
                                2021                  2020                  Inc (Dec)             Organic          Divestiture           Restructuring            Currency         Total
Operating revenue           $    466$  354                       31.7  %              27.6  %                  -  %                    -  %             4.1  %        31.7  %
Operating income            $    127$   82                       56.1  %              52.8  %                  -  %                 (0.8) %             4.1  %        56.1  %
Operating margin %              27.3   %              23.1  %                    420 bps              450 bps                  -                   (30) bps               -           420 bps



                                      Six Months Ended
Dollars in millions                       June 30,                                           Components of Increase (Decrease)
                                                                                                             Acquisition/                                     Foreign
                                2021             2020                  Inc (Dec)             Organic          Divestiture           Restructuring            Currency         Total
Operating revenue           $    901$  747                       20.6  %              17.7  %                  -  %                    -  %             2.9  %        20.6  %
Operating income            $    239$  175                       37.1  %              33.9  %                  -  %                 (0.1) %             3.3  %        37.1  %
Operating margin %              26.6   %         23.4  %                    320 bps              320 bps                  -                       -                  -           320 bps



•Operating revenue grew in the second quarter and year-to-date periods due to
higher organic revenue and the favorable effect of foreign currency translation.
•Organic revenue increased 27.6% in the second quarter and 17.7% in the
year-to-date period driven by higher demand across all major regions.
Additionally, product line simplification activities reduced organic revenue by
70 basis points in the second quarter and 60 basis points in the year-to-date
period.
•Organic revenue for the automotive aftermarket businesses increased 33.1% and
20.2% in the second quarter and year-to-date periods, respectively, primarily
driven by growth in the car care, tire repair, body repair and engine repair
businesses in North America and the European additives businesses.
•Organic revenue for the polymers businesses increased 33.9% in the second
quarter and 24.3% in the year-to-date period with growth across all major
regions.
•Organic revenue for the fluids businesses increased 7.7% and 3.4% in the second
quarter and year-to-date periods, respectively, primarily due to growth in the
industrial maintenance, repair, and operations end markets in North America.
•Operating margin of 27.3% in the second quarter increased 420 basis points
primarily driven by positive operating leverage of 520 basis points, benefits
from the Company's enterprise initiatives, lower intangible asset amortization
expense and a one-time benefit related to a recovery of indirect taxes in
Brazil, partially offset by unfavorable price/cost of 170 basis points and
higher restructuring expenses.
•In the year-to-date period, operating margin was 26.6%. The increase of 320
basis points was primarily due to positive operating leverage of 360 basis
points, benefits from the Company's enterprise initiatives, lower intangible
asset amortization expense and a one-time benefit related to a recovery of
indirect taxes in Brazil, partially offset by unfavorable price/cost of 140
basis points.

CONSTRUCTION PRODUCTS


This segment is a branded supplier of innovative engineered fastening systems
and solutions. This segment primarily serves the residential construction,
renovation/remodel and commercial construction markets. Products in this segment
include:

•fasteners and related fastening tools for wood and metal applications; •anchors, fasteners and related tools for concrete applications; •metal plate truss components and related equipment and software; and •packaged hardware, fasteners, anchors and other products for retail.

                                       23
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The results of operations for the Construction Products segment for the second quarter and year-to-date periods of 2021 and 2020 were as follows:

                                        Three Months Ended
Dollars in millions                          June 30,                                             Components of Increase (Decrease)
                                                                                                                  Acquisition/                                  Foreign
                                2021                  2020                  Inc (Dec)             Organic          Divestiture           Restructuring         Currency         Total
Operating revenue           $    518$  376                       37.7  %              28.2  %               (0.1) %                    -  %          9.6  %        37.7  %
Operating income            $    143$   90                       60.3  %              50.2  %                0.3  %                 (1.2) %         11.0  %        60.3  %
Operating margin %              27.6   %              23.7  %                    390 bps              410 bps                  -                   (20) bps            -           390 bps



                                      Six Months Ended
Dollars in millions                       June 30,                                           Components of Increase (Decrease)
                                                                                                             Acquisition/                                  Foreign
                                2021             2020                  Inc (Dec)             Organic          Divestiture           Restructuring         Currency         Total
Operating revenue           $    987$  766                       28.8  %              20.3  %               (0.1) %                    -  %          8.6  %        28.8  %
Operating income            $    273$  181                       50.9  %              41.7  %                0.1  %                 (0.6) %          9.7  %        50.9  %
Operating margin %              27.6   %         23.6  %                    400 bps              420 bps                  -                   (20) bps            -           400 bps



•Operating revenue grew in the second quarter and year-to-date periods due to
higher organic revenue and the favorable effect of foreign currency translation.
•Organic revenue increased 28.2% and 20.3% in the second quarter and
year-to-date periods, respectively, with growth across all major regions.
Additionally, product line simplification activities reduced organic revenue by
40 basis points in the second quarter and 30 basis points in the year-to-date
period.
•North American organic revenue grew 20.1% in the second quarter driven by
higher demand in the United States residential and commercial end markets of
16.3% and 25.7%, respectively, and growth in Canada. In the year-to-date period,
organic revenue grew 15.9% due to higher demand in the United States residential
and commercial end markets of 14.6% and 13.8%, respectively, and growth in
Canada.
•International organic revenue increased 36.0% and 24.3% in the second quarter
and year-to-date periods, respectively. European organic revenue grew 61.0% in
the second quarter and 37.4% in the year-to-date period primarily driven by
higher demand in the commercial and residential end markets. Asia Pacific
organic revenue increased 12.5% and 9.8% in the second quarter and year-to-date
periods, respectively, primarily due to higher demand in Australia and New
Zealand in the retail and residential end markets.
•Operating margin of 27.6% in the second quarter increased 390 basis points
primarily driven by positive operating leverage of 440 basis points and benefits
from the Company's enterprise initiatives, partially offset by unfavorable
price/cost of 120 basis points.
•In the year-to-date period, operating margin was 27.6%. The increase of 400
basis points was primarily due to positive operating leverage of 350 basis
points and benefits from the Company's enterprise initiatives, partially offset
by unfavorable price/cost of 60 basis points.

SPECIALTY PRODUCTS


This segment is focused on diversified niche market opportunities with
substantial patent protection producing beverage packaging equipment and
consumables, product coding and marking equipment and consumables, and appliance
components and fasteners. This segment primarily serves the food and beverage,
consumer durables, general industrial, industrial capital goods and printing and
publishing markets. Products in this segment include:

•line integration, conveyor systems and line automation for the food and
beverage industries;
•plastic consumables that multi-pack cans and bottles and related equipment;
•foil, film and related equipment used to decorate consumer products;
•product coding and marking equipment and related consumables;
•plastic and metal closures and components for appliances;
•airport ground support equipment; and
•components for medical devices.

                                       24
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The results of operations for the Specialty Products segment for the second quarter and year-to-date periods of 2021 and 2020 were as follows:

                                        Three Months Ended
Dollars in millions                          June 30,                                             Components of Increase (Decrease)
                                                                                                                  Acquisition/                                  Foreign
                                2021                  2020                  Inc (Dec)             Organic          Divestiture           Restructuring         Currency         Total
Operating revenue           $    471$  387                       21.6  %              17.2  %                  -  %                    -  %          4.4  %        21.6  %
Operating income            $    128$   98                       30.4  %              25.9  %                  -  %                 (0.3) %          4.8  %        30.4  %
Operating margin %              27.2   %              25.4  %                    180 bps              190 bps                  -                   (10) bps            -           180 bps



                                      Six Months Ended
Dollars in millions                       June 30,                                           Components of Increase (Decrease)
                                                                                                             Acquisition/                                  Foreign
                                2021             2020                  Inc (Dec)             Organic          Divestiture           Restructuring         Currency         Total
Operating revenue           $    928$  801                       15.8  %              12.1  %                  -  %                    -  %          3.7  %        15.8  %
Operating income            $    254$  207                       22.8  %              20.2  %                  -  %                 (1.4) %          4.0  %        22.8  %
Operating margin %              27.4   %         25.9  %                    150 bps              180 bps                  -                   (30) bps            -           150 bps



•Operating revenue grew in the second quarter and year-to-date periods due to
higher organic revenue and the favorable effect of foreign currency translation.
•Organic revenue increased 17.2% in the second quarter driven by growth in
consumables of 18.6% and equipment of 11.7%. In the year-to-date period, organic
revenue grew 12.1% as consumables increased 12.8% and equipment increased 9.6%.
In both periods, organic revenue increased for consumables and equipment sales
due to higher demand across all major regions.
•North American organic revenue increased 14.5% and 10.0% in the second quarter
and year-to-date periods, respectively, primarily driven by growth in the
consumer packaging, appliance, product coding and marking, and strength film
businesses.
•International organic revenue increased 21.5% in the second quarter and 15.4%
in the year-to-date period primarily due to an increase in the appliance
businesses in Europe and Asia Pacific and the ground support equipment
businesses in Europe.
•Operating margin of 27.2% in the second quarter increased 180 basis points
primarily driven by positive operating leverage of 330 basis points and benefits
from the Company's enterprise initiatives, partially offset by unfavorable
price/cost of 230 basis points.
•In the year-to-date period, operating margin was 27.4%. The increase of 150
basis points was primarily due to positive operating leverage of 230 basis
points and benefits from the Company's enterprise initiatives, partially offset
by unfavorable price/cost of 190 basis points and higher restructuring expenses.

OTHER FINANCIAL HIGHLIGHTS


•Interest expense was $52 million and $104 million in the second quarter and
year-to-date periods of 2021, respectively, versus $51 million and $102 million
in the respective periods of 2020.
•Other income (expense) was income of $22 million in the second quarter of 2021
versus $8 million in the prior year period primarily driven by higher investment
income, partially offset by higher foreign currency translation losses. Other
income (expense) was income of $34 million in the year-to-date period of 2021
versus $33 million in the prior year period as higher investment income in 2021
was partially offset by foreign currency translation losses in 2021 versus gains
in 2020.

                                       25
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LIQUIDITY AND CAPITAL RESOURCES


The Company's primary sources of liquidity are free cash flow and short-term
credit facilities. As of June 30, 2021, the Company had $2.1 billion of cash and
equivalents on hand, no outstanding borrowings under its $2.5 billion revolving
credit facility, and no commercial paper outstanding. The Company also has
maintained strong access to public debt markets. Management believes that these
sources are sufficient to service debt and to finance the Company's capital
allocation priorities, which include:

•internal investments to support organic growth and sustain core businesses;
•payment of an attractive dividend to shareholders; and
•external investments in selective strategic acquisitions that support the
Company's organic growth focus, and an active share repurchase program.

The Company believes that, based on its operating revenue, operating margin, free cash flow, and credit ratings, it could readily obtain additional financing, if necessary.

Cash Flow


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. Summarized
cash flow information for the second quarter and year-to-date periods of 2021
and 2020 was as follows:

                                                            Three Months Ended                     Six Months Ended
                                                                 June 30,                              June 30,
In millions                                                2021                2020              2021              2020
Net cash provided by operating activities           $      555$  737$   1,164$ 1,351
Additions to plant and equipment                           (78)                 (56)              (146)            (116)
Free cash flow                                      $      477$  681$   1,018$ 1,235

Cash dividends paid                                 $     (360)$ (338)$    (721)$  (680)
Repurchases of common stock                               (250)                   -               (500)            (706)

Repayments of debt with original maturities of more than three months

                                         (350)                   -               (350)               -
Other, net                                                  44                   16                 64               24
Effect of exchange rate changes on cash and
equivalents                                                 13                   23                (17)             (42)
Net increase (decrease) in cash and equivalents     $     (426)

$ 382$ (506)$ (169)

In the second quarter of 2020, the Company elected to defer payment of U.S. income taxes of $158 million to the third quarter of 2020 in accordance with the Coronavirus Aid, Relief and Economic Security (CARES) Act.

Stock Repurchase Program


On August 3, 2018, the Company's Board of Directors authorized a stock
repurchase program which provides for the repurchase of up to $3.0 billion of
the Company's common stock over an open-ended period of time (the "2018
Program"). Under the 2018 Program, the Company repurchased approximately 2.0
million shares of its common stock at an average price of $149.04 in the second
quarter of 2019, approximately 2.4 million shares of its common stock at an
average price of $150.97 in the third quarter of 2019, approximately 2.2 million
shares of its common stock at an average price of $175.02 in the fourth quarter
of 2019, and approximately 4.2 million shares of its common stock at an average
price of $167.69 in the first quarter of 2020. Due to the COVID-19 pandemic, the
Company temporarily suspended its share repurchase program starting in March
2020. In February 2021, the Company resumed its share repurchase program and
repurchased approximately 1.2 million shares of its common stock at an average
price of $211.50 in the first quarter of 2021, and approximately 1.1 million
shares of its
                                       26
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common stock at an average price of $233.29 in the second quarter of 2021. As of
June 30, 2021, there were $740 million of authorized repurchases remaining under
the 2018 Program.

On May 7, 2021, the Company's Board of Directors authorized a new stock
repurchase program which provides for the repurchase of up to an additional
$3.0 billion of the Company's common stock over an open-ended period of time
(the "2021 Program"). As of June 30, 2021, there were $3.0 billion of authorized
repurchases remaining under the 2021 Program.

After-tax Return on Average Invested Capital


The Company uses after-tax return on average invested capital ("After-tax ROIC")
to measure the effectiveness of its operations' use of invested capital to
generate profits. After-tax 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 After-tax 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. After-tax ROIC for the second
quarter and year-to-date periods of 2021 and 2020 was as follows:

                                                    Three Months Ended            Six Months Ended
                                                         June 30,                     June 30,
Dollars in millions                                 2021           2020          2021          2020
Operating income                                $     893$   449$ 1,798$ 1,210
Tax rate                                             23.0  %       21.3  %       22.7  %       22.4  %
Income taxes                                         (206)          (96)         (409)         (271)
Operating income after taxes                    $     687$   353$ 1,389$   939

Invested capital:
Trade receivables                               $   2,786$ 2,156$ 2,786$ 2,156
Inventories                                         1,400         1,167         1,400         1,167
Net assets held for sale                                -           181             -           181
Net plant and equipment                             1,767         1,711         1,767         1,711
Goodwill and intangible assets                      5,374         5,244         5,374         5,244
Accounts payable and accrued expenses              (1,933)       (1,508)       (1,933)       (1,508)
Other, net                                           (283)         (636)         (283)         (636)
Total invested capital                          $   9,111$ 8,315$ 9,111$ 8,315

Average invested capital                        $   8,926$ 8,431$ 8,864$ 8,557
After-tax return on average invested capital         30.8  %       16.8  %  

31.3 % 22.0 %




A reconciliation of the tax rate for the three and six month periods ended June
30, 2021, excluding the second quarter 2021 discrete tax benefit of $112 million
related to a change in the U.K. income tax rate, is as follows:

                                                              Three Months Ended                            Six Months Ended
                                                                 June 30, 2021                               June 30, 2021
Dollars in millions                                   Income Taxes           Tax Rate             Income Taxes              Tax Rate
As reported                                           $      88                   10.1  %       $          282                   16.3  %
Discrete tax benefit                                        112                   12.9  %                  112                    6.4  %
As adjusted                                           $     200                   23.0  %       $          394                   22.7  %


Refer to Note 4. Income Taxes in Item 1. Financial Statements for further information regarding the second quarter 2021 discrete tax benefit.

                                       27
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Working Capital


Management uses working capital as a measurement of the short-term liquidity of
the Company. Net working capital as of June 30, 2021 and December 31, 2020 is
summarized as follows:

                                                                                                    Increase/
In millions                                    June 30, 2021           December 31, 2020            (Decrease)
Current assets:
Cash and equivalents                         $        2,058          $            2,564          $        (506)
Trade receivables                                     2,786                       2,506                    280
Inventories                                           1,400                       1,189                    211
Other                                                   265                         264                      1
Total current assets                                  6,509                       6,523                    (14)
Current liabilities:
Short-term debt                                         592                         350                    242
Accounts payable and accrued expenses                 1,933                       1,818                    115
Other                                                   435                         421                     14
Total current liabilities                             2,960                       2,589                    371
Net working capital                          $        3,549          $            3,934          $        (385)



As of June 30, 2021, a significant portion of the Company's cash and equivalents
was held by international subsidiaries. Cash and equivalents held
internationally may be subject to foreign withholding taxes if repatriated to
the U.S. Cash and equivalents held internationally are typically used for
international operating needs or reinvested to fund expansion of existing
international businesses. International funds may also be used to fund
international acquisitions or, if not considered permanently invested, may be
repatriated to the U.S.The Company has accrued for foreign withholding taxes
related to foreign held cash and equivalents that are not permanently invested.

In the U.S., the Company utilizes cash flows from operations to fund domestic
cash needs and the Company's capital allocation priorities. This includes
operating needs of the U.S. businesses, dividend payments, share repurchases,
acquisitions, servicing of domestic debt obligations, reinvesting to fund
expansion of existing U.S. businesses and general corporate needs. The Company
may also use its commercial paper program, which is backed by long-term credit
facilities, for short-term liquidity needs. The Company believes cash generated
by operations and liquidity provided by the Company's commercial paper program
will continue to be sufficient to fund cash requirements in the U.S.

Debt

Total debt as of June 30, 2021 and December 31, 2020 was as follows:


In millions        June 30, 2021       December 31, 2020
Short-term debt   $          592      $              350
Long-term debt             7,056                   7,772
Total debt        $        7,648      $            8,122



There was no commercial paper outstanding as of June 30, 2021 and December 31,
2020. Short-term debt as of June 30, 2021 included $592 million related to the
1.75% Euro notes due May 20, 2022, which were reclassified from Long-term debt
to Short-term debt in the second quarter of 2021. Short-term debt as of
December 31, 2020 included $350 million related to the 3.375% notes due
September 15, 2021, which were redeemed in full on June 15, 2021. The Company
has a $2.5 billion revolving credit facility with a termination date of
September 27, 2024, which is available to provide additional liquidity,
including to support the potential issuances of commercial paper. No amounts
were outstanding under the $2.5 billion revolving credit facility as of June 30,
2021 or December 31, 2020.

Total Debt to EBITDA

The Company uses the ratio of total debt to EBITDA as a measure of its ability
to repay its outstanding debt obligations. EBITDA and the ratio of total debt to
EBITDA are non-GAAP financial measures. The Company believes that total debt to
                                       28
--------------------------------------------------------------------------------

EBITDA is a meaningful metric to investors in evaluating the Company's long term
financial liquidity and may be different than the method used by other companies
to calculate total debt to EBITDA. The ratio of total debt to EBITDA represents
total debt divided by net income before interest expense, other income
(expense), income taxes, depreciation, and amortization and impairment of
intangible assets on a trailing twelve month basis. Total debt to EBITDA for the
trailing twelve month periods ended June 30, 2021 and December 31, 2020 was as
follows:

Dollars in millions                                         June 30, 2021           December 31, 2020
Total debt                                                $        7,648          $            8,122

Net income                                                $        2,670          $            2,109
Add:
Interest expense                                                     208                         206
Other income                                                         (29)                        (28)
Income taxes                                                         621                         595
Depreciation                                                         276                         273
Amortization and impairment of intangible assets                     149                         154
EBITDA                                                    $        3,895          $            3,309
Total debt to EBITDA ratio                                           2.0                         2.5



Stockholders' Equity

The changes to stockholders' equity during the six months ended June 30, 2021 were as follows:


In millions
Total stockholders' equity, December 31, 2020$ 3,182
Net income                                                 1,446
Repurchases of common stock                                 (500)
Dividends declared                                          (718)

Foreign currency translation adjustments, net of tax 30 Other, net

                                                    81
Total stockholders' equity, June 30, 2021$ 3,521

FORWARD-LOOKING STATEMENTS


This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as
"believe," "expect," "plans," "intend," "may," "strategy," "prospects,"
"estimate," "will," "should," "could," "project," "target," "anticipate,"
"guidance," "forecast," and other similar words, and may include, without
limitation, statements regarding the duration and potential effects of the
COVID-19 pandemic, related government actions and the Company's strategy in
response thereto on the Company's business, future financial and operating
performance, free cash flow, economic and regulatory conditions in various
geographic regions, the impact of foreign currency fluctuations, the timing and
amount of benefits from the Company's enterprise strategy initiatives, the
timing and amount of dividends and share repurchases, the protection of the
Company's intellectual property, the likelihood of future goodwill or intangible
asset impairment charges, the impact of adopting new accounting pronouncements,
the adequacy of internally generated funds and credit facilities to service debt
and finance the Company's capital allocation priorities, the sufficiency of U.S.
generated cash to fund cash requirements in the U.S., the cost and availability
of additional financing, the availability of raw materials and energy and the
impact of tariffs and raw material cost inflation, product line simplification
activities and enterprise initiatives, the Company's portion of future benefit
payments related to pension and postretirement benefits, the Company's
information technology infrastructure, potential acquisitions and divestitures
and the expected performance of acquired businesses and impact of divested
businesses, the impact of U.S. and global tax legislation and the estimated
timing and amount related to the resolution of tax matters, the cost of
compliance with environmental regulations, the impact of failure of the
Company's employees to comply with applicable laws and regulations, and the
outcome of outstanding legal proceedings. 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 may
influence future results
                                       29
--------------------------------------------------------------------------------

include (1) the COVID-19 pandemic, related government actions and the Company's
strategy in response thereto, (2) weaknesses or downturns in the markets served
by the Company, (3) changes or deterioration in international and domestic
political and economic conditions, (4) the unfavorable impact of foreign
currency fluctuations, (5) the timing and amount of benefits from the Company's
enterprise strategy initiatives and their impact on organic revenue growth, (6)
market conditions and availability of financing to fund the Company's share
repurchases, (7) a delay or decrease in the introduction of new products into
the Company's product lines, (8) any failure to protect the Company's
intellectual property, (9) potential negative impact of impairments to goodwill
and other intangible assets on the Company's return on invested capital,
financial condition or results of operations, (10) raw material price increases
and supply shortages, (11) financial market risks to the Company's obligations
under its defined benefit pension plans, (12) negative effects of service
interruptions, data corruption, cyber-based attacks, network security breaches,
or violations of data privacy laws, (13) the potential negative impact of
acquisitions on the Company's profitability and returns, (14) potential negative
effects of divestitures, including retained liabilities and unknown contingent
liabilities, (15) impact of tax legislation and regulatory action and changing
tax rates, (16) potential adverse outcomes in legal proceedings, (17)
uncertainties related to environmental regulation and the physical risks of
climate change, and (18) potential failure of the Company's employees, agents or
business partners to comply with anti-corruption, import/export, human rights
and other laws. A more detailed description of these risks is contained under
the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the
year ended December 31, 2020. These risks are not all inclusive and given these
and other possible risks and uncertainties, investors should not place undue
reliance on forward-looking statements as a prediction of actual results.

Any forward-looking statements made by ITW speak only as of the date on which they are made. ITW is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise.


ITW practices fair disclosure for all interested parties. Investors should be
aware that while ITW regularly communicates with securities analysts and other
investment professionals, it is against ITW's policy to disclose to them any
material non-public information or other confidential commercial information.
Investors should not assume that ITW agrees with any statement or report issued
by any analyst irrespective of the content of the statement or report.

© Edgar Online, source Glimpses

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