8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  July 26, 2011

_________________________

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-4797	36-1258310
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
3600 West Lake Avenue, Glenview, IL		60026-1215
(Address of principal executive offices)		(Zip Code)

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:

[    ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[    ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[    ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[    ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02    Results of Operations and Financial Condition

On July 26, 2011, Illinois Tool Works Inc. (the “Company”) announced its 2011 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 26, 2011 is furnished as Exhibit 99.2.

The Company uses free operating cash flow to measure cash flow generated by operations that is available for dividends, acquisitions, share repurchases and debt repayment. The Company believes this measure is useful to investors in evaluating our financial performance and measures our ability to generate cash internally to fund Company initiatives. Free operating 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 operating cash flows to net cash provided by operating activities is included in the press release furnished as Exhibit 99.1.

The Company uses return on average invested capital (“ROIC”) to measure the effectiveness of its operations’ use of invested capital to generate profits. The Company believes that ROIC 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. Invested capital represents the net assets of the Company, excluding cash and cash 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 year and at the end of each quarter.

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 26, 2011 (furnished pursuant to Item 2.02).
	99.2	Presentation from Illinois Tool Works Inc. second quarter conference call on July 26, 2011 (furnished pursuant to Item 2.02).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ILLINOIS TOOL WORKS INC.
Dated: July 26, 2011	By: /s/ Ronald D. Kropp
	Ronald D. Kropp
	Senior Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

ITW NEWS RELEASE

ITW Reports Diluted Income Per Share from Continuing Operations of $0.96 in 2011 Second Quarter,

a 22 Percent Increase; Total Revenues Grow 17.5 Percent and Organic Revenues Increase 6.3 Percent;

Company Executes $550 Million of Share Repurchases in the Quarter

     GLENVIEW, ILLINOIS—(July 26, 2011)—Illinois Tool Works Inc. (NYSE: ITW) today reported second quarter 2011 diluted income per share from continuing operations of $0.96, a 22 percent increase compared to the 2010 second quarter. Excluding the impact of discontinued operations, second quarter 2011 diluted net income per share would have been $0.99.  Total revenues of $4.615 billion increased 17.5 percent versus the year-ago period.  The Company’s financial results and forecast reflect the reclassification of certain businesses to discontinued operations as announced on June 28, 2011.

     Second quarter 2011 financial highlights versus the prior-year period included:

- Organic or base revenues grew 6.3 percent, with North American organic revenues increasing 7.4 percent and international organic revenues growing 5.1 percent.

- Acquisitions net of divestitures added 4.8 percent and currency translation contributed 6.3 percent to total revenues.

- Operating income of $711.1 million increased 14 percent and income from continuing operations of $483.5 million grew 21 percent. Net income of $498.4 million increased a similar 21 percent.

- While total operating margins of 15.4 percent decreased 50 basis points, base operating margins increased 30 basis points. Acquisitions and restructuring negatively impacted operating margins by 90 basis points.

 - The Company also executed share repurchases of $550 million or 9.7 million shares in the second quarter.

     Operating highlights for the 2011 second quarter compared to the year-ago period included:

      - Total revenues for the Power Systems and Electronics segment increased 18.8 percent. Segment organic revenues grew 11.9 percent largely based on ongoing strength from the welding businesses. The welding group’s worldwide organic revenues grew 18.2 percent in the second quarter, with both North American and international organic revenues increasing by double digits.  Both geographies were helped by solid demand from heavy equipment manufacturers.  Organic revenues for the electronics businesses increased 4.1 percent largely due to the PC Board fabrication businesses.  Segment operating margins of 20.6 percent were 50 basis points higher than the year-ago period, with base margins improving 150 basis points.

     - Total revenues for the Industrial Packaging segment grew 20.9 percent. Organic revenues for the segment increased 9.6 percent due to contributions from all major business groups. The North American and international businesses grew organic revenues 11.2 percent and 7.6 percent, respectively. North American strapping’s organic revenues grew 12.9 percent while international strapping’s organic revenues increased 6.2 percent.  The equipment portion of the strapping business helped drive sales in the quarter. Segment operating margins of 10.9 percent were 20 basis points higher than the year-earlier period.

     “While our second quarter performance reflected solid demand from a number of worldwide end markets, our 17.5 percent total revenue growth was slightly below our original expectations,” said David B. Speer, chairman and chief executive officer. “Both our total revenue and organic revenue growth rates in the second quarter were approximately 100 basis points lower than forecasted in April.  We also anticipate similar moderating demand levels in the second half of 2011. As a result, we have modestly adjusted our third quarter revenue assumptions as well as our full-year earnings forecast. Nonetheless, we still believe overall end markets continue to be in a long-term recovery mode.”

     The Company is forecasting 2011 third quarter diluted income per share from continuing operations to be in a range of $0.95 to $1.03.  The midpoint of this earnings range represents 24 percent growth versus the third quarter of 2010.  The third quarter forecast assumes a total revenue growth range of 15 percent to 18 percent. For the 2011 full year, the Company is forecasting diluted income per share from continuing operations to be in a range of $4.05 to $4.21 and assumes a total revenue growth range of 16 percent to 18 percent. The full-year forecast includes the $0.33 per share one-time tax benefit recorded in the 2011 first quarter. Excluding the one-time tax gain, the midpoint of the full-year earnings would be $3.80 and would represent a 32 percent increase compared to the year-ago period.

     This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding diluted net income per share, end markets, market penetration, total revenue growth, organic or base revenue growth, and future growth prospects. The statements are subject to certain risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated. Such factors are contained in ITW’s Form 10-K for 2010.

     With nearly 100 years of history, ITW is a Fortune 200 global diversified industrial manufacturer. The Company’s value-added consumables, equipment and service businesses serve customers in developed as well as emerging markets around the globe. ITW’s key business platforms, including welding, automotive OEM, industrial packaging, food equipment, construction, polymers and fluids, test and measurement, electronics, decorative surfaces and automotive aftermarket, employ more than 60,000 people worldwide. ITW’s revenues totaled $15.4 billion in 2010, with more than half of these revenues generated outside of the United States.

Contact: John Brooklier, 847-657-4104 or jbrooklier@itw.com

Illinois Tool Works Inc. and Subsidiaries
(In thousands except per share amounts)	Three Months Ended						Six Months Ended
	June 30,						June 30,
Statement of Income (Unaudited)	2011			2010			2011			2010
Operating Revenues	$	4,614,914		$	3,928,056		$	8,886,759		$	7,560,820
Cost of revenues		2,996,014			2,514,222			5,758,023			4,842,085
Selling, administrative, and research     and development expenses		845,145			735,847			1,641,145			1,463,491
Amortization of intangible assets		62,705			51,952			117,949			103,534
Operating Income		711,050			626,035			1,369,642			1,151,710
Interest expense		(45,396	)		(43,269	)		(89,378	)		(87,564	)
Other income (expense)		15,357			2,207			21,252			6,085
Income from Continuing Operations Before Income Taxes		681,011			584,973			1,301,516			1,070,231
Income taxes		197,482			185,181			211,750			349,143
Income from Continuing Operations	$	483,529		$	399,792		$	1,089,766		$	721,088
Income from Discontinued Operations		14,901			11,664			31,804			24,173
Net Income	$	498,430		$	411,456		$	1,121,570		$	745,261
Income Per Share from Continuing Operations:
Basic	$	0.97		$	0.79		$	2.19		$	1.43
Diluted	$	0.96		$	0.79		$	2.17		$	1.43
Income Per Share from Discontinued Operations:
Basic	$	0.03		$	0.02		$	0.06		$	0.05
Diluted	$	0.03		$	0.02		$	0.06		$	0.05
Net Income Per Share:
Basic	$	1.00		$	0.82		$	2.25		$	1.48
Diluted	$	0.99		$	0.81		$	2.23		$	1.47
Shares outstanding during the period:
Average		497,798			503,265			498,178			502,847
Average assuming dilution		501,861			506,297			502,300			501,479

Estimated Free Operating Cash Flow	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Net cash provided by operating activities	$	312,570		$	333,351		$	457,169		$	608,171
Less:  Additions to plant & equipment		(87,601	)		(64,100	)		(175,954	)		(123,281	)
Free operating cash flow	$	224,969		$	269,251		$	281,215		$	484,890

Illinois Tool Works Inc. and Subsidiaries
(In thousands)
	June 30,			December 31,
Statement of Financial Position (Unaudited)	2011			2010
Assets
Cash & equivalents	$	1,230,662		$	1,186,367
Trade receivables		3,146,005			2,581,592
Inventories		1,919,679			1,634,856
Deferred income taxes		329,523			301,486
Prepaid expenses and other current assets		507,436			266,187
Assets held for sale		423,774			—
Total current assets		7,557,079			5,970,488
Net plant & equipment		2,132,013			2,066,156
Investments		435,576			440,760
Goodwill		5,101,220			4,971,818
Intangible assets		2,105,649			1,731,016
Deferred income taxes		566,621			615,326
Other assets		628,017			616,747
	$	18,526,175		$	16,412 311
Liabilities and Stockholders’ Equity
Short-term debt	$	1,450,332		$	326,236
Accounts payable		864,955			749,489
Accrued expenses		1,430,842			1,391,396
Cash dividends payable		167,081			169,233
Income taxes payable		43,673			386,498
Deferred income taxes		3,097			—
Liabilities held for sale		102,175			—
Total current liabilities		4,062,155			3,022,852
Noncurrent Liabilities
Long-term debt		2,622,796			2,542,087
Deferred income taxes		114,120			194,590
Other liabilities		1,305,080			1,080,783
Total noncurrent liabilities		4,041,996			3,817,460
Stockholders’ Equity
Common stock		5,418			5,385
Additional paid-in capital		631,621			460,806
Income reinvested in the business		11,192,418			10,407,946
Common stock held in treasury		(2,291,851	)		(1,740,682	)
Accumulated other comprehensive income		870,881			427,155
Noncontrolling interest		13,537			11,389
Total stockholders' equity		10,422,024			9,571,999
	$	18,526,175		$	16,412,311

EX-99.2

Q2 2011 Conference Call

1

ITW Conference Call

Second Quarter

2011

Exhibit 99.2

Q2 2011 Conference Call

2

ITW
Agenda

1.Introduction…………………...….. John Brooklier/David Speer

2.Financial Overview…………..….. Ron Kropp

3.Reporting Segments………....…. John Brooklier

4.2011 Forecasts…..……….….…… Ron Kropp

5.Q & A………………......……...…... John Brooklier/Ron Kropp/David Speer

Q2 2011 Conference Call

3

ITW
Forward - Looking Statements

This conference call contains forward-looking statements
within the meaning of the Private Securities Litigation
Reform Act of 1995 including, without limitation, statements
regarding operating performance, revenue growth, diluted
net income per share, restructuring expenses and related
benefits, tax rates, end market conditions, and the
Company’s related 2011 forecasts.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 could cause actual
results to differ materially from the Company’s
expectations are detailed in ITW’s Form 10-K for 2010.

Q2 2011 Conference Call

4

Conference Call Playback

Replay number: 402-220-9704

No pass code necessary

Telephone replay available through midnight of
August 9, 2011

Webcast / PowerPoint replay available at
www.itw.com

Q2 2011 Conference Call

ITW
Quarterly Highlights

Q2 2011 Conference Call

6

ITW
Quarterly Operating Analysis

Q2 2011 Conference Call

7

ITW
Non Operating & Taxes

Q2 2011 Conference Call

8

ITW
Invested Capital

Q2 2011 Conference Call

9

ITW
Debt & Equity

Q2 2011 Conference Call

10

ITW
Cash Flow

Q2 2011 Conference Call

11

ITW
Acquisitions

Q2 2011 Conference Call

12

Transportation
Quarterly Analysis
Q2 2011

Key Points (Q2’11 vs Q2’10)

•Segment organic revenues: +7.4%

•Auto OEM/Tiers: Worldwide base
revenue growth of 7.5%; impacted
modestly by Japan disaster

–North American base revenues:
+6.6% vs. 1% growth in North
America auto builds

–International base revenues: +8.2%
vs. 4% growth in European auto
builds

–2011 full year auto build forecast:

•North America: 12.9 - 13.1 million units

•Europe: 19.8 - 20.0 million units

•Auto aftermarket worldwide base
revenues: modest 1.3% growth due
to rise in gas prices and lower miles
driven

Q2 2011 Conference Call

13

Industrial Packaging
Quarterly AnalysisQ2 2011

Key Points (Q2’11 vs. Q2’10)

•Segment organic revenues:+9.6%
reflected solid industrial production
activity worldwide

–Total North American industrial
packaging base revenues: +11.2%

–Total international industrial
packaging base revenues: +7.6%

•Worldwide strapping and related
equipment base revenues: +8.8%

–North America: +12.9%

–International: +6.2%

•Protective packaging base revenues:
+11.3%

Q2 2011 Conference Call

14

Power Systems and Electronics
Quarterly Analysis
Q2 2011

Key Points (Q2’11 vs. Q2’10)

•Segment organic revenues: +11.9%
due to strong contributions from
welding and PC board fabrication
businesses

•Worldwide welding base revenues:
+18.2%

–North America welding base
revenues: +19.9% due to heavy
equipment OEMs and manufacturers

–International welding base revenues:
+14.1% as Europe and Asia Pacific
both contributed to organic growth

•Electronics: +4.1% largely due to
contribution from PC board
fabrication businesses

Q2 2011 Conference Call

15

Food Equipment
Quarterly Analysis
Q2 2011

Key Points (Q2’11 vs. Q2’10)

•Segment organic revenues: +1.9%
as equipment sales moderated
internationally

•Total North America base revenues:
+4.2%

–Equipment base revenues: +6.2%

–Service base revenues:+3.0%

•International base revenues:
-0.4%

–Equipment base revenues:-2.8%

–Service base revenues:+2.1%

Q2 2011 Conference Call

16

Construction Products
Quarterly Analysis
Q2 2011

Key Points (Q2’11 vs. Q2’10)

•Segment organic revenues: -2.2%
as European growth moderates
and North America remains weak

•International construction base
revenues: +2.1%

–Europe base revenues: +6.1%

–Asia Pacific base revenues: -2.8%

•North America construction base
revenues: -10.7%

–Residential base revenues: -8.1%

–Commercial base revenues: -24.0%
but -5.3% excluding one-time
revenue gain in Q2’10

–Renovation base revenues: -3.1%

Q2 2011 Conference Call

17

Polymers and Fluids
Quarterly Analysis
Q2 2011

Key Points (Q2’11 vs Q2’10)

•Segment organic revenues:
+1.5% reflected moderated
industrial demand for polymer
products in North American and
international end markets; fluid
demand stronger

•Worldwide polymers: Flat

•Worldwide fluids: +5.6%

Q2 2011 Conference Call

18

Decorative Surfaces
Quarterly Analysis
Q2 2011

Key Points (Q2’11 vs. Q2’10)

•Segment organic revenues: +6.5%

•North America laminate base
revenues: +4.9% due to ongoing
product innovation and
penetration in commercial
construction

•International base revenues:
+8.3% due to increased activity in
Asia Pacific (China) and Europe

Q2 2011 Conference Call

19

All Other
Quarterly Analysis
Q2 2011

Key Points (Q2’11 vs. Q2’10)

•Segment organic revenues:
+8.1%

•Worldwide test and
measurement base revenues:
+17.0% as equipment orders
improved in Asia Pacific
(China) and Europe

•Worldwide consumer
packaging base revenues:
+5.7% due to strength in the
decorating and consumer
packaging businesses

•Worldwide industrial/appliance
base revenues: -0.5% due to
weakness in appliance sector

Q2 2011 Conference Call

20

ITW
2011 Forecast

Q2 2011 Conference Call

21

ITW 2011 Forecast
Key Assumptions

•Exchange rates hold at current levels

•Acquired revenues in the $800 million to $1 billion range
for the year

•Restructuring costs of $40 to $50 million for the full year

•Tax rate range of 28.5% to 29.5% for Q3 and full year
(excludes the impact of the Q1 Australian tax case)

Q2 2011 Conference Call

22

ITW Conference Call
Q & A

Second Quarter

2011