8-K

ILLINOIS TOOL WORKS INC (ITW)

8-K 2020-01-31 For: 2020-01-31
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Added on April 06, 2026

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): January 31, 2020

_________________________

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.)
155 Harlem Avenue Glenview IL 60025
(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))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock ITW New York Stock Exchange
1.75% Euro Notes due 2022 ITW22 New York Stock Exchange
1.25% Euro Notes due 2023 ITW23 New York Stock Exchange
0.250% Euro Notes due 2024 ITW24A New York Stock Exchange
0.625% Euro Notes due 2027 ITW27 New York Stock Exchange
2.125% Euro Notes due 2030 ITW30 New York Stock Exchange
1.00% Euro Notes due 2031 ITW31 New York Stock Exchange
3.00% Euro Notes due 2034 ITW34 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02    Results of Operations and Financial Condition

On January 31, 2020, Illinois Tool Works Inc. (the “Company”) announced its 2019 fourth quarter results of operations in the press release furnished as Exhibit 99.1.

Non-GAAP Financial Measures

The Company uses free cash flow to measure cash flow generated by operations that is available for dividends, share repurchases, acquisitions and debt repayment. The Company believes this non-GAAP financial measure is useful to investors in evaluating the Company’s financial performance and measures the Company's ability to generate cash internally to fund Company initiatives. Free cash flow represents net cash provided by operating activities less additions to plant and equipment. Free cash flow is a measurement that is not the same as net cash flow from operating activities per the statement of cash flows and may not be consistent with similarly titled measures used by other companies. A reconciliation of free cash flow to net cash provided by operating activities is included in the press release furnished as Exhibit 99.1.

The Company uses adjusted after-tax return on average invested capital ("ROIC") to measure the effectiveness of its operations’ use of invested capital to generate profits. ROIC is a non-GAAP financial measure that the Company believes is a meaningful metric to investors in evaluating the Company’s financial performance and may be different than the method used by other companies to calculate ROIC. For comparability, the Company excluded the third quarter discrete tax benefit of $21 million from the effective tax rate for the year ended December 31, 2019. Additionally, the Company excluded the third quarter net discrete tax benefit of $15 million from the effective tax rate for the year ended December 31, 2018. Average invested capital represents the net assets of the Company, excluding cash and equivalents and outstanding debt, which are excluded as they do not represent capital investment in the Company's operations. Average invested capital is calculated using balances at the start of the period and at the end of each quarter. A calculation of ROIC is included in the press release furnished as Exhibit 99.1.


Item 9.01    Financial Statements and Exhibits

(d) Exhibits
Exhibit Number Exhibit Description
99.1 Press Release issued by Illinois Tool Works Inc. dated January 31, 2020 (furnished pursuant to Item 2.02).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 31, 2020 By: /s/ Michael M. Larsen
Michael M. Larsen
Senior Vice President & Chief Financial Officer
		Exhibit

Exhibit 99.1

ITW Reports Fourth Quarter and Full Year Results

Fourth-Quarter 2019 Highlights

GAAP EPS $1.99, an increase of 9%, including $0.11 of divestiture gains
Total revenue declined 3.1%; organic revenue down 1.6%
--- ---
Operating margin of 23.7%; 24.1% excluding 40 basis points of higher restructuring expenses
--- ---
After-tax ROIC of 28.9%, an increase of 120 basis points
--- ---
Free cash flow was 114% of net income
--- ---
---

Full-Year 2019 Highlights

GAAP EPS $7.74, an increase of 2%
Total revenue declined 4.5%; organic revenue down 1.9%
--- ---
Operating margin of 24.1%; 24.4% excluding 30 basis points of higher restructuring expenses
--- ---
After-tax ROIC of 28.7%, an increase of 50 basis points
--- ---
Free cash flow increased 9% and was 106% of net income
--- ---

GLENVIEW, IL., January 31, 2020 - Illinois Tool Works Inc. (NYSE: ITW) today reported its fourth-quarter and full-year 2019 results.

“The ITW team closed out 2019 with another quarter of strong execution and resilient financial performance,” said E. Scott Santi, chairman and chief executive officer. “Despite near-term macro challenges, we grew earnings per share nine percent, delivered 24.1 percent operating margin excluding higher restructuring expenses and improved after-tax return on invested capital 120 basis points to 28.9 percent.”

“For the year, in a contracting industrial demand environment including a six percent decline in global auto builds, ITW grew earnings per share five percent excluding the impact of foreign currency headwinds, higher restructuring expenses and divestiture gains. We expanded operating margin to 24.4 percent excluding higher restructuring expenses, improved after-tax return on invested capital to 28.7 percent, increased free cash flow nine percent and returned $2.8 billion to shareholders in the form of dividends and share repurchases. Throughout 2019, we executed very well on the things within our control and continued to make meaningful progress on our path to full-potential performance through the implementation of our ‘Finish the Job’ enterprise strategy agenda. ITW’s proprietary and powerful business model, diversified high-quality business portfolio and dedicated team of highly skilled ITW colleagues around the world position us well to continue to deliver differentiated performance in 2020 and beyond,” Santi concluded.

2019 Results

Fourth-quarter revenue of $3.5 billion declined 3.1 percent with organic revenue down 1.6 percent. Foreign currency translation and divestitures reduced revenues by 1.0 percent and 0.5 percent, respectively. Product Line Simplification (PLS) activities reduced organic revenue by 60 basis points. GAAP EPS increased nine percent to $1.99 including $0.11 divestiture gains from the sale of three businesses. Operating margin was 23.7 percent. Excluding 40 basis points impact from higher restructuring expenses, operating margin improved 10 basis points to 24.1 percent. Enterprise initiatives contributed 130 basis points and price/cost was positive 30 basis points. Free cash flow was $692 million with a 114 percent conversion rate. The effective tax rate for the fourth quarter was 22.8 percent.

Full year revenue of $14.1 billion declined 4.5 percent with organic revenue down 1.9 percent and unfavorable foreign currency translation impact of 2.3 percent. PLS reduced organic revenue by 60 basis points versus 70 basis points in 2018. 2019 GAAP EPS increased two percent to $7.74 including $0.09 of net gains from divestitures. Operating margin was 24.1 percent. Excluding 30 basis points impact from higher restructuring expenses, operating margin improved 10 bps to 24.4 percent. Enterprise initiatives contributed 120 basis points and price/cost was positive 10 basis points. After-tax return on invested capital was 28.7 percent. Free cash flow increased nine percent to $2.7 billion. The company repurchased $1.5 billion of its own shares and raised its dividend seven percent in August 2019 to an annualized $4.28 per share. The effective tax rate for the full year was 23.3 percent.

2020 Guidance

The company initiated full-year EPS guidance in a range of $7.65 to $8.05 per share. At current levels of demand, organic growth is forecast to be in the range of zero to two percent. Foreign currency translation and divestitures are projected to reduce revenues


by one percentage point each. PLS impact is forecast to moderate to approximately 50 basis points. Operating margin is expected to improve and be in a range of 24.5 to 25 percent, with enterprise initiatives contributing approximately 100 basis points. Free cash flow is expected to be greater than 100 percent of net income. The Company expects an effective tax rate in the range of 23.5 to 24.5 percent and plans to repurchase approximately $2 billion of its shares in 2020.

Non-GAAP Measures

This earnings release contains certain non-GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP measures is included in the attached supplemental reconciliation schedule.

Forward-looking Statement

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 earnings per share, foreign exchange rates, total and organic revenue growth, operating margin, economic and regulatory conditions in various geographic regions, price/cost impact, restructuring expenses, free cash flow, effective tax rate, after-tax return on invested capital, and timing and amount of share repurchases. These statements are subject to certain risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated. Such factors include those contained in ITW's Form 10-K for 2018.

About Illinois Tool Works

ITW (NYSE: ITW) is a Fortune 200 global multi-industrial manufacturing leader with revenues totaling $14.1 billion in 2019. The company’s seven industry-leading segments leverage the unique ITW Business Model to drive solid growth with best-in-class margins and returns in markets where highly innovative, customer-focused solutions are required. ITW’s approximately 45,000 dedicated colleagues around the world thrive in the company’s decentralized and entrepreneurial culture. www.itw.com


ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

STATEMENT OF INCOME (UNAUDITED)

Three Months Ended Twelve Months Ended
December 31, December 31,
In millions except per share amounts 2019 2018 2019 2018
Operating Revenue $ 3,469 $ 3,580 $ 14,109 $ 14,768
Cost of revenue 2,022 2,096 8,187 8,604
Selling, administrative, and research and development expenses 586 578 2,361 2,391
Amortization and impairment of intangible assets 37 46 159 189
Operating Income 824 860 3,402 3,584
Interest expense (51 ) (63 ) (221 ) (257 )
Other income (expense) 58 19 107 67
Income Before Taxes 831 816 3,288 3,394
Income taxes 190 209 767 831
Net Income $ 641 $ 607 $ 2,521 $ 2,563
Net Income Per Share:
Basic $ 2.00 $ 1.84 $ 7.78 $ 7.65
Diluted $ 1.99 $ 1.83 $ 7.74 $ 7.60
Cash Dividends Per Share:
Paid $ 1.07 $ 1.00 $ 4.07 $ 3.34
Declared $ 1.07 $ 1.00 $ 4.14 $ 3.56
Shares of Common Stock Outstanding During the Period:
Average 321.2 329.8 323.9 335.0
Average assuming dilution 322.9 331.6 325.6 337.1

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

STATEMENT OF FINANCIAL POSITION (UNAUDITED)

In millions December 31, 2019 December 31, 2018
Assets
Current Assets:
Cash and equivalents $ 1,981 $ 1,504
Trade receivables 2,461 2,622
Inventories 1,164 1,318
Prepaid expenses and other current assets 296 334
Assets held for sale 351
Total current assets 6,253 5,778
Net plant and equipment 1,729 1,791
Goodwill 4,492 4,633
Intangible assets 851 1,084
Deferred income taxes 516 554
Other assets 1,227 1,030
$ 15,068 $ 14,870
Liabilities and Stockholders’ Equity
Current Liabilities:
Short-term debt $ 4 $ 1,351
Accounts payable 472 524
Accrued expenses 1,217 1,271
Cash dividends payable 342 328
Income taxes payable 48 68
Liabilities held for sale 71
Total current liabilities 2,154 3,542
Noncurrent Liabilities:
Long-term debt 7,754 6,029
Deferred income taxes 668 707
Noncurrent income taxes payable 462 495
Other liabilities 1,000 839
Total noncurrent liabilities 9,884 8,070
Stockholders’ Equity:
Common stock 6 6
Additional paid-in-capital 1,304 1,253
Retained earnings 22,403 21,217
Common stock held in treasury (18,982 ) (17,545 )
Accumulated other comprehensive income (loss) (1,705 ) (1,677 )
Noncontrolling interest 4 4
Total stockholders’ equity 3,030 3,258
$ 15,068 $ 14,870

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)

Three Months Ended December 31, 2019
Dollars in millions Total Revenue Operating Income Operating Margin
Automotive OEM $ 725 $ 154 21.2 %
Food Equipment 571 157 27.5 %
Test & Measurement and Electronics 552 155 28.1 %
Welding 387 98 25.4 %
Polymers & Fluids 408 94 23.0 %
Construction Products 384 85 22.2 %
Specialty Products 446 109 24.5 %
Intersegment (4 ) %
Total Segments 3,469 852 24.6 %
Unallocated (28 ) %
Total Company $ 3,469 $ 824 23.7 %
Twelve Months Ended December 31, 2019
--- --- --- --- --- --- --- --- ---
Dollars in millions Total Revenue Operating Income Operating Margin
Automotive OEM $ 3,063 $ 659 21.5 %
Food Equipment 2,188 578 26.4 %
Test & Measurement and Electronics 2,121 542 25.6 %
Welding 1,638 453 27.7 %
Polymers & Fluids 1,669 381 22.8 %
Construction Products 1,625 383 23.6 %
Specialty Products 1,825 472 25.9 %
Intersegment (20 ) %
Total Segments 14,109 3,468 24.6 %
Unallocated (66 ) %
Total Company $ 14,109 $ 3,402 24.1 %

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)

Q4 2019 vs. Q4 2018 Favorable/(Unfavorable)
Operating Revenue Automotive OEM Food Equipment Test & Measurement and Electronics Welding Polymers & Fluids Construction Products Specialty Products Total ITW
Organic (5.4 )% 1.7 % 4.0 % (3.7 )% (2.0 )% (1.2 )% (3.4 )% (1.6 )%
Acquisitions/ Divestitures % % (0.7 )% (2.5 )% % % (0.8 )% (0.5 )%
Translation (1.4 )% (1.1 )% (0.7 )% (0.2 )% (1.4 )% (1.9 )% (0.8 )% (1.0 )%
Operating Revenue (6.8 )% 0.6 % 2.6 % (6.4 )% (3.4 )% (3.1 )% (5.0 )% (3.1 )%
Q4 2019 vs. Q4 2018 Favorable/(Unfavorable)
--- --- --- --- --- --- --- ---
Change in Operating Margin Food Equipment Test & Measurement and Electronics Welding Polymers & Fluids Construction Products Specialty Products Total ITW
Operating Leverage 20 bps 90 bps (60) bps (40) bps (20) bps (70) bps (30) bps
Changes in Variable Margin & OH Costs 130 bps 230 bps (20) bps 270 bps (210) bps (20) bps 40 bps
Total Organic 150 bps 320 bps (80) bps 230 bps (230) bps (90) bps 10 bps
Acquisitions/ Divestitures 20 bps 20 bps 20 bps 10 bps
Restructuring/Other (60) bps (10) bps (90) bps (80) bps (40) bps (20) bps (50) bps
Total Operating Margin Change 90 bps 330 bps (150) bps 150 bps (270) bps (90) bps (30) bps
Total Operating Margin % * 27.5% 28.1% 25.4% 23.0% 22.2% 24.5% 23.7%
* Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets 60 bps 150 bps 30 bps 360 bps 30 bps 90 bps 110 bps **
** Amortization expense from acquisition-related intangible assets had an unfavorable impact of (0.09) on GAAP earnings per share for the fourth quarter of 2019.

All values are in US Dollars.


ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)

Full Year 2019 vs Full Year 2018 Favorable/(Unfavorable)
Operating Revenue Automotive OEM Food Equipment Test & Measurement and Electronics Welding Polymers & Fluids Construction Products Specialty Products Total ITW
Organic (5.4 )% 1.1 % (0.3 )% (1.2 )% % (1.0 )% (4.1 )% (1.9 )%
Acquisitions/ Divestitures % % (0.2 )% (1.1 )% (0.4 )% % (0.6 )% (0.3 )%
Translation (2.8 )% (2.3 )% (1.8 )% (0.8 )% (2.8 )% (3.4 )% (1.8 )% (2.3 )%
Operating Revenue (8.2 )% (1.2 )% (2.3 )% (3.1 )% (3.2 )% (4.4 )% (6.5 )% (4.5 )%
Full Year 2019 vs Full Year 2018 Favorable/(Unfavorable)
--- --- --- --- --- --- --- ---
Change in Operating Margin Food Equipment Test & Measurement and Electronics Welding Polymers & Fluids Construction Products Specialty Products Total ITW
Operating Leverage 30 bps (10) bps (20) bps (10) bps (90) bps (50) bps
Changes in Variable Margin & OH Costs 60 bps 150 bps 170 bps (40) bps (10) bps 60 bps
Total Organic 90 bps 140 bps (20) bps 170 bps (50) bps (100) bps 10 bps
Acquisitions/ Divestitures 10 bps 20 bps 20 bps
Restructuring/Other (30) bps (30) bps (30) bps (20) bps (10) bps (30) bps
Total Operating Margin Change 60 bps 150 bps (30) bps 140 bps (70) bps (90) bps (20) bps
Total Operating Margin % * 26.4% 25.6% 27.7% 22.8% 23.6% 25.9% 24.1%
* Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets 70 bps 200 bps 20 bps 360 bps 30 bps 90 bps 120 bps **
** Amortization expense from acquisition-related intangible assets had an unfavorable impact of (0.37) on GAAP earnings per share for 2019.

All values are in US Dollars.


ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

GAAP to NON-GAAP RECONCILIATIONS (UNAUDITED)

ADJUSTED AFTER-TAX RETURN ON AVERAGE INVESTED CAPITAL (UNAUDITED)

Three Months Ended Twelve Months Ended
December 31, December 31,
Dollars in millions 2019 2018 2019 2018
Operating income $ 824 $ 860 $ 3,402 $ 3,584
Adjusted tax rate 22.8 % 25.5 % 24.0 % 24.9 %
Income taxes (188 ) (219 ) (815 ) (893 )
Operating income after taxes $ 636 $ 641 $ 2,587 $ 2,691
Invested capital:
Trade receivables $ 2,461 $ 2,622 $ 2,461 $ 2,622
Inventories 1,164 1,318 1,164 1,318
Net assets held for sale 280 280
Net plant and equipment 1,729 1,791 1,729 1,791
Goodwill and intangible assets 5,343 5,717 5,343 5,717
Accounts payable and accrued expenses (1,689 ) (1,795 ) (1,689 ) (1,795 )
Other, net (481 ) (519 ) (481 ) (519 )
Total invested capital $ 8,807 $ 9,134 $ 8,807 $ 9,134
Average invested capital $ 8,797 $ 9,247 $ 9,028 $ 9,533
Adjusted after-tax return on average invested capital 28.9 % 27.7 % 28.7 % 28.2 %

A reconciliation of the 2019 effective tax rate excluding the third quarter discrete tax benefit of $21 million is as follows:

Twelve Months Ended
December 31, 2019
Income Taxes Tax Rate
As reported $ 767 23.3 %
Discrete tax benefit related to third quarter 21 0.7 %
As adjusted $ 788 24.0 %

A reconciliation of the 2018 effective tax rate excluding the third quarter net discrete tax benefit of $15 million is as follows:

Twelve Months Ended
December 31, 2018
Income Taxes Tax Rate
As reported $ 831 24.5 %
Net discrete tax benefit related to third quarter 15 0.4 %
As adjusted $ 846 24.9 %

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

GAAP to NON-GAAP RECONCILIATIONS (UNAUDITED)

FREE CASH FLOW (UNAUDITED)

Three Months Ended Twelve Months Ended
December 31, December 31,
Dollars in millions 2019 2018 2019 2018
Net cash provided by operating activities $ 774 $ 809 $ 2,995 $ 2,811
Less: Additions to plant and equipment (82 ) (82 ) (326 ) (364 )
Free cash flow $ 692 $ 727 $ 2,669 $ 2,447
Net income $ 641 $ 607 $ 2,521 $ 2,563
Free cash flow to net income conversion rate 108 % * 120 % 106 % 95 %

* Excluding the impact of the fourth quarter net after-tax gains on disposal of businesses of $35 million, net income would have been $606 million and the free cash flow to net income conversion rate for the three months ended December 31, 2019 would have been 114%.

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

NET INCOME PER SHARE - DILUTED, AS REPORTED (UNAUDITED)

Twelve Months Ended
December 31,
2019 2018
Net income per share - diluted, as reported $ 7.74 * $ 7.60

* Diluted EPS for the twelve months ended December 31, 2019 includes the impact of $0.09 of divestiture gains, $(0.20) of foreign currency translation headwinds and $(0.12) of higher restructuring expenses.