Illinois Tool Works Inc 10-Q for FY2025 Q3
Illinois Tool Works Inc (ITW)
10-Q
2025-10-24
For: 2025-09-30
View Original
Added on
April 06, 2026
About this 10-Q
Illinois Tool Works Inc filed this 10-Q on October 24, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.06B
- up 2.3% from $3.97B a year earlier
- Net income
- $821M
- down 29.2% from net income of $1.16B a year earlier
- Diluted EPS
- $2.81
- down 28.1% from $3.91 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | ||||||||
| SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the quarterly period ended | ||||||||
| OR | ||||||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE | ||||||||
| SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the transition period from _______________ to _______________ | ||||||||
Commission File Number: 1-4797
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(Registrant's telephone number, including area code) 847 -724-7500
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | o | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares of registrant's common stock, $0.01 par value, outstanding at September 30, 2025: 290.1 million
2
PART I – FINANCIAL INFORMATION
ITEM 1. Financial Statements
Illinois Tool Works Inc. and Subsidiaries
Statement of Income (Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions except per share amounts | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Operating Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Selling, administrative, and research and development expenses | |||||||||||||||||||||||
| Amortization and impairment of intangible assets | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Income Before Taxes | |||||||||||||||||||||||
| Income Taxes | |||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Net Income Per Share: | |||||||||||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Shares of Common Stock Outstanding During the Period: | |||||||||||||||||||||||
| Average | |||||||||||||||||||||||
Average assuming dilution | |||||||||||||||||||||||
The Notes to Financial Statements are an integral part of this statement.
3
Illinois Tool Works Inc. and Subsidiaries
Statement of Comprehensive Income (Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation adjustments, net of tax | ( | ( | |||||||||||||||||||||
| Pension and other postretirement benefit adjustments, net of tax | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive Income | $ | $ | $ | $ | |||||||||||||||||||
The Notes to Financial Statements are an integral part of this statement.
4
Illinois Tool Works Inc. and Subsidiaries
Statement of Financial Position (Unaudited)
| In millions except per share amounts | September 30, 2025 | December 31, 2024 | |||||||||
| Assets | |||||||||||
| Current Assets: | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
| Trade receivables | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Net plant and equipment | |||||||||||
| Goodwill | |||||||||||
| Intangible assets | |||||||||||
| Deferred income taxes | |||||||||||
| Other assets | |||||||||||
| $ | $ | ||||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current Liabilities: | |||||||||||
| Short-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Cash dividends payable | |||||||||||
| Income taxes payable | |||||||||||
| Total current liabilities | |||||||||||
| Noncurrent Liabilities: | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Other liabilities | |||||||||||
| Total noncurrent liabilities | |||||||||||
| Stockholders' Equity: | |||||||||||
Common stock (Authorized- | |||||||||||
Issued- Outstanding- | |||||||||||
| Additional paid-in-capital | |||||||||||
| Retained earnings | |||||||||||
| Common stock held in treasury | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Noncontrolling interest | |||||||||||
| Total stockholders' equity | |||||||||||
| $ | $ | ||||||||||
The Notes to Financial Statements are an integral part of this statement.
5
Illinois Tool Works Inc. and Subsidiaries
Statement of Changes in Stockholders' Equity (Unaudited)
| In millions except per share amounts | Common Stock | Additional Paid-in Capital | Retained Earnings | Common Stock Held in Treasury | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total | ||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Common stock issued for stock-based compensation | — | — | — | — | |||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | — | ( | ||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | — | ( | ||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Common stock issued for stock-based compensation | — | — | — | — | |||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | — | ( | ||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Common stock issued for stock-based compensation | — | — | — | — | |||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | — | ( | ||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Common stock issued for stock-based compensation | — | — | — | — | |||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | — | ( | ||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | — | ( | ||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
The Notes to Financial Statements are an integral part of this statement.
6
Illinois Tool Works Inc. and Subsidiaries
Statement of Cash Flows (Unaudited)
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| In millions | 2025 | 2024 | |||||||||
| Cash Provided by (Used for) Operating Activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization and impairment of intangible assets | |||||||||||
| Change in deferred income taxes | ( | ( | |||||||||
| Net provision for (recoveries of) uncollectible accounts | ( | ||||||||||
| (Income) loss from investments | ( | ||||||||||
| (Gain) loss on sale of plant and equipment | ( | ||||||||||
| Gain on sale of noncontrolling interest in Wilsonart International Holdings LLC | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Cumulative effect of change in inventory accounting method | ( | ||||||||||
| Other non-cash items, net | |||||||||||
| Change in assets and liabilities, net of acquisitions and divestitures: | |||||||||||
| (Increase) decrease in- | |||||||||||
| Trade receivables | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Increase (decrease) in- | |||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Income taxes | ( | ( | |||||||||
| Other, net | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Provided by (Used for) Investing Activities: | |||||||||||
| Acquisition of businesses (excluding cash and equivalents) | ( | ||||||||||
| Additions to plant and equipment | ( | ( | |||||||||
| Proceeds from investments | |||||||||||
| Proceeds from sale of plant and equipment | |||||||||||
| Proceeds from sale of operations and affiliates | |||||||||||
| Proceeds from sale of noncontrolling interest in Wilsonart International Holdings LLC | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by (used for) investing activities | ( | ( | |||||||||
| Cash Provided by (Used for) Financing Activities: | |||||||||||
| Cash dividends paid | ( | ( | |||||||||
| Issuance of common stock | |||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Net proceeds from (repayments of) debt with original maturities of three months or less | ( | ||||||||||
| Proceeds from debt with original maturities of more than three months | |||||||||||
| Repayments of debt with original maturities of more than three months | ( | ||||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by (used for) financing activities | ( | ( | |||||||||
| Effect of Exchange Rate Changes on Cash and Equivalents | ( | ||||||||||
| Cash and Equivalents: | |||||||||||
| Increase (decrease) during the period | ( | ( | |||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| Supplementary Cash Flow Information: | |||||||||||
| Cash Paid During the Period for Interest | $ | $ | |||||||||
| Cash Paid During the Period for Income Taxes, Net of Refunds | $ | $ | |||||||||
The Notes to Financial Statements are an integral part of this statement.
7
Illinois Tool Works Inc. and Subsidiaries
Notes to Financial Statements (Unaudited)
(1) Significant Accounting Policies
Financial Statements— The unaudited financial statements included herein have been prepared by Illinois Tool Works Inc. and Subsidiaries (the "Company"). In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for interim periods. Interim results are not necessarily indicative of results for the full year. It is suggested that these financial statements be read in conjunction with the financial statements and notes to financial statements included in the Company's 2024 Annual Report on Form 10-K. Certain reclassifications of prior year data have been made to conform with current year reporting.
Inventories— Inventories are stated at the lower of cost or net realizable value and include material, labor and factory overhead. As of December 31, 2023, the last-in, first-out ("LIFO") method was used to determine the cost of inventories at certain U.S. businesses representing approximately 23 % of total inventories, and the first-in, first-out ("FIFO") method, which approximates current cost, was used for all other inventories.
During the first quarter of 2024, the Company changed the method used to determine the cost of inventory at certain U.S. businesses from LIFO to the FIFO method, as the Company believes the FIFO method is preferable because it provides a more consistent method for valuing inventory across the Company’s operations, improves comparability with peers, and better reflects the current value of inventories at the balance sheet date.
The LIFO provision for the year ended December 31, 2023 was $6 million of expense and was not material to the Company’s results of operations, financial position or cash flows. Therefore, the Company recorded the pre-tax cumulative effect of this change in accounting method of $117 million as a reduction of Cost of revenue in the first quarter of 2024. Refer to Note 7. Inventories for additional information regarding the Company’s inventory balances.
New Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance which expands annual and interim disclosure requirements for reportable segments. The more significant provisions of this new guidance include the requirement to disclose significant segment expenses and certain disclosures made annually under existing guidance are required for interim periods. The Company adopted this new guidance beginning with its annual reporting for the year ended December 31, 2024 and applied the new disclosure requirements retrospectively to all periods presented. The new guidance did not have an impact on the Company’s results of operations, financial position or cash flows for any period. Refer to Note 12. Segment Information for additional information.
In December 2023, the FASB issued authoritative guidance that expands the disclosure requirements for income taxes. The new guidance will require consistent categories and greater disaggregation of information presented in the effective tax rate reconciliation as well as disaggregation of income taxes paid by jurisdiction. The guidance is effective for the Company beginning with its annual reporting for the year ending December 31, 2025 and is required to be applied prospectively, with retrospective application to prior periods allowed. The Company is currently assessing the impact the guidance will have on its disclosures.
In November 2024, the FASB issued authoritative guidance which expands annual and interim disclosure requirements related to certain costs and expenses recorded in the income statement. The primary provisions of this new guidance require companies to provide additional footnote disclosures disaggregating income statement line items that include purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance will be effective for the Company beginning with its annual reporting for the year ending December 31, 2027 and is required to be applied prospectively, with retrospective application to prior periods allowed. The Company is currently assessing the impact the guidance will have on its disclosures.
8
(2) Acquisitions
On January 2, 2024, the Company completed the acquisition of one business in the Test & Measurement and Electronics segment for $57 million, net of cash acquired. On April 1, 2024, the Company completed the acquisition of one business in the Test & Measurement and Electronics segment for $59 million, net of cash acquired. The Company has completed the allocation of purchase price for both of these acquisitions. These acquisitions were not material, individually or in the aggregate, to the Company’s results of operations, financial position or cash flows.
(3) Sale of Noncontrolling Interest in Wilsonart International Holdings LLC
In the fourth quarter of 2012, the Company divested a 51 % majority interest in its former Decorative Surfaces segment to certain funds managed by Clayton, Dubilier & Rice, LLC ("CD&R"). As a result of the transaction, the Company owned common units (the "Common Units") of Wilsonart International Holdings LLC ("Wilsonart") initially representing approximately 49 % (on an as-converted basis) of the total outstanding equity and CD&R owned cumulative convertible participating preferred units (the "Preferred Units") of Wilsonart representing approximately 51 % (on an as-converted basis) of the total outstanding equity. The ownership interest in Wilsonart was reported using the equity method of accounting. The Company's proportionate share in the income (loss) of Wilsonart was reported in Other income (expense) in the Statement of Income. As the Company's investment in Wilsonart was structured as a partnership for U.S. tax purposes, U.S. taxes were recorded separately from the equity investment. In 2016, the Company received a $167 million dividend distribution from Wilsonart which exceeded the Company's equity investment balance and resulted in a $54 million pre-tax gain in 2016. As a result of the dividend distribution, the equity investment balance in Wilsonart was reduced to zero and subsequent equity investment income was suspended and no longer recognized.
On August 5, 2024, the Company entered into a purchase agreement with affiliates of CD&R for the sale of the Company’s noncontrolling equity interest in Wilsonart for $398 million. The transaction closed immediately after the execution of the purchase agreement. Proceeds from the transaction, net of transaction costs, were $395 million, resulting in a pre-tax gain of $363 million which was included in Other income (expense) in the Statement of Income. Income taxes on the gain were more than offset by a discrete tax benefit of $107 million in the third quarter of 2024 related to the utilization of capital loss carryforwards upon the sale of Wilsonart. Refer to Note 5. Income Taxes for further information.
(4) Operating Revenue
The Company's 86 diversified operating divisions 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. Operating revenue by product category, which is consistent with the Company's segment presentation, for the three and nine months ended September 30, 2025 and 2024 was as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Automotive OEM | $ | $ | $ | $ | |||||||||||||||||||
| Food Equipment | |||||||||||||||||||||||
| Test & Measurement and Electronics | |||||||||||||||||||||||
| Welding | |||||||||||||||||||||||
| Polymers & Fluids | |||||||||||||||||||||||
| Construction Products | |||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||
Total segments | |||||||||||||||||||||||
| Intersegment revenue | ( | ( | ( | ( | |||||||||||||||||||
| Total operating revenue | $ | $ | $ | $ | |||||||||||||||||||
9
The following is a description of the product offerings, end markets and typical revenue transactions for each of the Company's seven segments:
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.
Products sold in this segment are primarily manufactured to the customer's specifications and are sold under long-term supply agreements with OEM auto manufacturers and other top tier auto parts suppliers. The Company typically recognizes revenue for products in this segment at the time of shipment. Certain products may be produced utilizing tooling that is owned by the customer that the Company developed and is reimbursed by the customer for the associated cost. In these arrangements, the Company typically retains a contractual right to use the customer-owned tooling for the purpose of fulfilling its obligations under the supply agreement. The Company records reimbursements for the cost of customer-owned tooling as a cost offset rather than operating revenue as tooling is not considered a product offering central to the Company's operations.
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.
Revenue for equipment sold in this segment is typically recognized at the time of product shipment. In limited circumstances involving installation of equipment and customer acceptance, the Company may recognize revenue upon completion of installation and acceptance by the customer. Annual service contracts are typically sold separate from equipment and the related revenue is recognized on a straight-line basis over the annual service period. Operating revenue for on-demand service repairs and parts is recorded upon completion and customer acceptance of the work performed.
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, automotive original equipment manufacturers and tiers, energy, industrial capital goods 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.
Revenue for products sold in this segment is typically recognized at the time of shipment. In limited circumstances where significant obligations to the customer are unfulfilled at the time of shipment, typically involving installation of equipment and customer acceptance, revenue recognition is deferred until such obligations have been completed. In other limited arrangements involving the sale of highly specialized systems that include a high degree of customization and installation at the customer site, revenue is recognized over time if the product does not have an alternative use and the Company has an enforceable right to payment for work performed to date. Revenue for transactions meeting these criteria is recognized over time as work is performed based on the costs incurred to date relative to the total estimated costs at completion.
10
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 construction, energy, MRO, industrial capital goods and automotive original equipment manufacturers and tiers markets. Products in this segment include:
•arc welding equipment; and
•metal arc welding consumables and related accessories.
Products in this segment are primarily manufactured to meet anticipated customer demand. The Company typically recognizes revenue for these products at the time of product shipment.
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 and MRO markets. Products in this segment include:
•adhesives for industrial, construction and consumer purposes;
•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.
Products in this segment are primarily manufactured to meet anticipated customer demand. The Company typically recognizes revenue for these products at the time of product shipment.
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.
Products in this segment are primarily manufactured to meet anticipated customer demand. The Company typically recognizes revenue for these products at the time of product shipment.
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, airlines, industrial capital goods and printing and publishing markets. Products in this segment include:
•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.
Products in this segment are primarily manufactured to meet anticipated customer demand. The Company typically recognizes revenue for these products at the time of product shipment. In limited circumstances where significant obligations to the customer are unfulfilled at the time of shipment, typically involving installation of equipment and customer acceptance, revenue is recognized when such obligations have been completed.
11
(5) Income Taxes
The Company's effective tax rate for the three months ended September 30, 2025 and 2024 was 21.8 % and 14.9 %, respectively, and 22.7 % and 20.4 % for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rates for the three and nine months ended September 30, 2025 benefited from a discrete tax benefit of $43 16 21 million in the first quarter of 2025 related to the reversal of a valuation allowance on net operating loss carryforwards. The effective tax rates for the three and nine months ended September 30, 2024 benefited from discrete income tax benefits in the third quarter of 2024 of $107 million related to the utilization of capital loss carryforwards upon the sale of Wilsonart and $87 million related to a reorganization of the Company's intellectual property, partially offset by a $73 million discrete tax expense related to the remeasurement of unrecognized tax benefits associated with various intercompany transactions. Refer to Note 3. Sale of Noncontrolling Interest in Wilsonart International Holdings LLC for more information regarding the Wilsonart transaction. The effective tax rates for 2025 and 2024 also included discrete tax benefits related to excess tax benefits from stock-based compensation of $2 million and $1 million for the three months ended September 30, 2025 and 2024, respectively, and $7 million and $11 million for the nine months ended September 30, 2025 and 2024, respectively.
The Company and its subsidiaries file tax returns in the U.S. and various state, local and foreign jurisdictions. These tax returns are routinely audited by the tax authorities in these jurisdictions, including the Internal Revenue Service, His Majesty's Revenue and Customs, German Fiscal Authority, French Fiscal Authority, and Australian Tax Office, and a number of these audits are currently ongoing, which may increase the amount of the unrecognized tax benefits in future periods. The Company believes it is reasonably possible that within the next twelve months the amount of the Company's unrecognized tax benefits may be decreased by approximately $67 million related predominantly to the potential resolution of federal, state and foreign examinations. The Company has recorded its best estimate of the potential exposure for these issues.
On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was enacted in the United States. The provisions of the Act extend and modify certain provisions of the 2017 Tax Cuts and Jobs Act. While the provisions of the Act are not expected to have a material impact on the Company's operating results, financial position or cash flows for the twelve months ending December 31, 2025, the Company is assessing the potential impact of the Act on future periods.
(6) Net Income Per Share
Net income per basic share is computed by dividing net income by the weighted-average number of shares outstanding for the period. Net income per diluted share is computed by dividing net income by the weighted-average number of shares assuming dilution for stock options and restricted stock units. Dilutive shares reflect the potential additional shares that would be outstanding if the dilutive stock options outstanding were exercised and the unvested restricted stock units vested during the period. The computation of net income per share for the three and nine months ended September 30, 2025 and 2024 was as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions except per share amounts | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share—Basic: | |||||||||||||||||||||||
| Weighted-average common shares | |||||||||||||||||||||||
| Net income per share—Basic | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share—Diluted: | |||||||||||||||||||||||
| Weighted-average common shares | |||||||||||||||||||||||
| Effect of dilutive stock options and restricted stock units | |||||||||||||||||||||||
| Weighted-average common shares assuming dilution | |||||||||||||||||||||||
| Net income per share—Diluted | $ | $ | $ | $ | |||||||||||||||||||
Options that were considered antidilutive were not included in the computation of diluted net income per share. There were 0.4 million and 0.2 million antidilutive options outstanding for the three months ended September 30, 2025 and 2024, respectively, and 0.4 million and 0.2 million antidilutive options outstanding for the nine months ended September 30, 2025 and 2024, respectively.
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(7) Inventories
Inventories as of September 30, 2025 and December 31, 2024 were as follows:
| In millions | September 30, 2025 | December 31, 2024 | |||||||||
| Raw material | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
(8) Goodwill and Intangible Assets
The Company performed its annual impairment assessment of goodwill and indefinite-lived intangible assets in the third quarters of 2025 and 2024. The assessments resulted in no
(9) Pension and Other Postretirement Benefits
Pension and other postretirement benefit costs for the three and nine months ended September 30, 2025 and 2024 were as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Pension | Other Postretirement Benefits | Pension | Other Postretirement Benefits | ||||||||||||||||||||||||||||||||||||||||||||
| In millions | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||
| Components of net periodic benefit cost: | |||||||||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Amortization of actuarial loss (gain) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Amortization of prior service cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Settlements | |||||||||||||||||||||||||||||||||||||||||||||||
| Total net periodic benefit cost (income) | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||
The service cost component of net periodic benefit cost is presented within Cost of revenue and Selling, administrative, and research and development expenses in the Statement of Income while the other components of net periodic benefit cost are presented within Other income (expense).
The Company expects to contribute approximately $22 million to its pension plans and $31 million to its other postretirement benefit plans in 2025. As of September 30, 2025, contributions of $20 million to pension plans and $21 million to other postretirement benefit plans have been made.
(10) Debt
Total debt as of September 30, 2025 and December 31, 2024 was as follows:
| In millions | September 30, 2025 | December 31, 2024 | |||||||||
| Short-term debt | $ | $ | |||||||||
| Long-term debt | |||||||||||
| Total debt | $ | $ | |||||||||
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Short-term debt included commercial paper of $1.3 billion and $778 million as of September 30, 2025 and December 31, 2024, respectively. The weighted-average interest rate on commercial paper as of September 30, 2025 and December 31, 2024 was 4.17 % and 4.56 %, respectively.
As of December 31, 2024, Short-term debt also included $777 million related to the Euro-denominated credit agreement entered into on May 5, 2023 (the "Euro Credit Agreement"). On February 24, 2025, the Company entered into an amendment to the Euro Credit Agreement to extend the termination date from April 30, 2025 to February 28, 2027, with an option to further extend the termination date to September 15, 2027. The amendment also decreased the interest rate spread applicable to the loans from 0.75 % to 0.70 % and removed the option for a one-month interest period. As of September 30, 2025, the Company had $880 million outstanding under the Euro Credit Agreement with an interest rate of 2.73 %, which was included in Long-term debt.
On May 17, 2024, the Company issued €650 million of 3.25 % Euro notes due May 17, 2028 at 99.525 % of face value and €850 million of 3.375 % Euro notes due May 17, 2032 at 99.072 % of face value. Proceeds from the issuance were used for general corporate purposes, including the repayment of a portion of the indebtedness under the commercial paper program and repayment of €550 million of the term loans under the Euro Credit Agreement.
The Company also has a $3.0 billion revolving credit facility with a termination date of October 21, 2027, which is available to provide additional liquidity, including to support the potential issuances of commercial paper. No
The approximate fair value and related carrying value of the Company's total long-term debt, including current maturities of long-term debt presented as short-term debt, as of September 30, 2025 and December 31, 2024 were as follows:
| In millions | September 30, 2025 | December 31, 2024 | |||||||||
| Fair value | $ | $ | |||||||||
| Carrying value | |||||||||||
The approximate fair values of the Company's long-term debt, including current maturities, were based on a valuation model using Level 2 observable inputs which included market rates for comparable instruments for the respective periods.
(11) Accumulated Other Comprehensive Income (Loss)
The following table summarizes changes in Accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Foreign currency translation adjustments during the period | ( | ( | ( | ( | |||||||||||||||||||
Foreign currency translation adjustments reclassified to income | |||||||||||||||||||||||
| Income taxes | ( | ||||||||||||||||||||||
| Total foreign currency translation adjustments, net of tax | ( | ( | |||||||||||||||||||||
Pension and other postretirement benefit adjustments reclassified to income | ( | ( | |||||||||||||||||||||
| Income taxes | ( | ||||||||||||||||||||||
Total pension and other postretirement benefit adjustments, net of tax | ( | ||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
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Foreign currency translation adjustments reclassified to income related primarily to the sale of the noncontrolling interest in Wilsonart in the third quarter of 2024. Pension and other postretirement benefit adjustments reclassified to income related primarily to the amortization of actuarial gains and losses and the sale of the noncontrolling interest in Wilsonart. Refer to Note 3. Sale of Noncontrolling Interest in Wilsonart International Holdings LLC and Note 9. Pension and Other Postretirement Benefits for additional information.
The outstanding balances of the Euro notes issued in May 2014, May 2015, June 2019 and May 2024, and the term loan under the Euro Credit Agreement are designated as hedges of a portion of the Company’s net investment in Euro-denominated foreign operations to reduce foreign currency risk associated with the investment in these operations. Changes in the value of this debt resulting from fluctuations in the Euro to U.S. Dollar exchange rate have been recorded as foreign currency translation adjustments within Accumulated other comprehensive income (loss). The amount of pre-tax gain (loss) related to this debt recorded in Other comprehensive income (loss) was a gain of $23 million and a loss of $204 million for the three months ended September 30, 2025 and 2024, respectively, and a loss of $584 million and $65 million for the nine months ended September 30, 2025 and 2024, respectively. The carrying value of the outstanding balance of Euro-denominated debt that was designated as a net investment hedge as of September 30, 2025 and December 31, 2024 was $5.0 billion and $4.4 billion, respectively. Refer to Note 10. Debt for additional information regarding the Company’s outstanding Euro debt.
As of September 30, 2025 and 2024, the ending balance of Accumulated other comprehensive income (loss) consisted of after-tax cumulative translation adjustment losses of $1.6 billion and $1.5 billion, respectively, and after-tax unrecognized pension and other postretirement benefit costs of $267 million and $322 million, respectively.
(12) Segment Information
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. The following is a description of the Company's seven segments:
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.
Food Equipment— This segment is a highly focused and branded industry leader in commercial food equipment differentiated by innovation and integrated service offerings.
Test & Measurement and Electronics— This segment is a branded and innovative producer of test and measurement and electronic manufacturing and 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.
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.
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.
Construction Products— This segment is a branded supplier of innovative engineered fastening systems and solutions.
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.
The Company’s chief operating decision maker (“CODM”) is the President & Chief Executive Officer. The CODM primarily uses operating income and related operating margins in assessing the current and expected long-term performance of the Company’s segments, including the application of the Company’s enterprise strategies which focus on profitable growth and continuous improvement to margins and returns through the application of the Company’s business model. Operating income and margins are also used by the CODM when evaluating segment investments in capital projects and restructuring initiatives.
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The CODM regularly reviews summarized financial information related to segment operating revenue, variable margins, overhead expenses, operating income and operating margins as compared to forecasted results.
Intersegment sales transactions are accounted for at prices consistent with sales to third parties and are not considered material. Segments are allocated a fixed overhead charge for general corporate administrative expenses based on a percentage of the segment's operating revenue. Expenses not allocated 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.
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Segment operating revenue, significant expenses and operating income for the three and nine months ended September 30, 2025 and 2024 were as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Operating revenue: | |||||||||||||||||||||||
| Automotive OEM | $ | $ | $ | $ | |||||||||||||||||||
| Food Equipment | |||||||||||||||||||||||
| Test & Measurement and Electronics | |||||||||||||||||||||||
| Welding | |||||||||||||||||||||||
| Polymers & Fluids | |||||||||||||||||||||||
| Construction Products | |||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||
| Total segments | |||||||||||||||||||||||
| Intersegment revenue | ( | ( | ( | ( | |||||||||||||||||||
| Operating Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Variable cost of revenue: | |||||||||||||||||||||||
| Automotive OEM | $ | $ | $ | $ | |||||||||||||||||||
| Food Equipment | |||||||||||||||||||||||
| Test & Measurement and Electronics | |||||||||||||||||||||||
| Welding | |||||||||||||||||||||||
| Polymers & Fluids | |||||||||||||||||||||||
| Construction Products | |||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||
| Total segments | $ | $ | $ | $ | |||||||||||||||||||
| Overhead expenses: | |||||||||||||||||||||||
| Automotive OEM | $ | $ | $ | $ | |||||||||||||||||||
| Food Equipment | |||||||||||||||||||||||
| Test & Measurement and Electronics | |||||||||||||||||||||||
| Welding | |||||||||||||||||||||||
| Polymers & Fluids | |||||||||||||||||||||||
| Construction Products | |||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||
| Total segments | $ | $ | $ | $ | |||||||||||||||||||
| Operating income: | |||||||||||||||||||||||
| Automotive OEM | $ | $ | $ | $ | |||||||||||||||||||
| Food Equipment | |||||||||||||||||||||||
| Test & Measurement and Electronics | |||||||||||||||||||||||
| Welding | |||||||||||||||||||||||
| Polymers & Fluids | |||||||||||||||||||||||
| Construction Products | |||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||
| Total segments | |||||||||||||||||||||||
| Unallocated | ( | ( | ( | ||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Income Before Taxes | $ | $ | $ | $ | |||||||||||||||||||
Unallocated for the nine months ended September 30, 2025 included higher health and welfare expenses as compared to the prior year. Unallocated for the nine months ended September 30, 2024 included the favorable pre-tax cumulative effect of the LIFO accounting method change of $117 million. Refer to Note 1. Significant Accounting Policies for additional information regarding this change in accounting method.
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Segment depreciation and amortization and impairment of intangible assets for the three and nine months ended September 30, 2025 and 2024 was as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Automotive OEM | $ | $ | $ | $ | |||||||||||||||||||
| Food Equipment | |||||||||||||||||||||||
| Test & Measurement and Electronics | |||||||||||||||||||||||
| Welding | |||||||||||||||||||||||
| Polymers & Fluids | |||||||||||||||||||||||
| Construction Products | |||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Asset and capital expenditure information by segment is not regularly provided to or reviewed by the CODM and is therefore not disclosed.
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
Illinois Tool Works Inc. (the "Company" or "ITW") is a global manufacturer of a diversified range of industrial products and equipment. As of December 31, 2024, the Company had 86 divisions with approximately 44,000 people in 51 countries.
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, variable cost of revenue, overhead expenses, 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. It is the Company's competitive advantage and defines how ITW creates value for its shareholders. The ITW Business Model 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 20,900 granted and pending patents;
•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: 2012 - 2023
In late 2012, ITW began its strategic framework transitioning the Company to fully leverage the unique and powerful set of capabilities and operating practices 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.
Key initiatives in the Company's enterprise strategy included portfolio management, business structure simplification, strategic sourcing and the diligent re-application of ITW's proprietary 80/20 Front-to-Back process.
•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
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included both divesting entire businesses and exiting commoditized product lines and customers inside otherwise highly differentiated ITW divisions.
•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 86 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 since 2013 and continues to be a key contributor to the Company's ongoing enterprise strategy.
•With the initial portfolio realignment and scale-up work largely completed, the Company shifted its focus to preparing for and accelerating organic growth, reapplying the 80/20 Front-to-Back process to optimize its scaled-up divisions for growth, first, to build a foundation of operational excellence, and second, to identify the best opportunities to drive organic growth.
Since implementing the Company's enterprise strategy in 2012, the Company has demonstrated the compelling performance potential of the ITW Business Model and 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 may also result in restructuring initiatives that reduce costs and improve profitability and returns.
OUR NEXT PHASE: 2024 - 2030
In the Next Phase of the Company’s evolution, the ITW Business Model and the Enterprise Strategy framework will be as formidable of a competitive advantage and performance differentiator as it has been over the last decade, if not more so. Volatility, risk and the pace of change in the global operating environment will continue to increase, and a decentralized entrepreneurial culture allows the Company to be a fast adaptor – to read, react, respond and evolve. The Company’s ability to consistently execute and invest through the ups and downs of the business cycle is now a defining competitive advantage.
Throughout the Next Phase, the Company's focus is to build organic growth into a core ITW strength on par with the Company’s world-class financial performance and operational capabilities. Throughout this phase, the Company will sustain its foundational strengths built over the past decade, including the high-quality ITW Business Model practice. Customer-back Innovation ("CBI") is the most impactful driver to achieve high-quality organic growth through the cycle by establishing trusted problem solver relationships with key customers to effectively invent solutions that address customers' most critical pain points or tackle the biggest growth opportunities. CBI successes, coupled with underlying market growth and share gains, are how the Company intends to achieve its high-quality organic growth.
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 divisions and additional structural margin expansion at the enterprise level.
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.
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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 2024 Annual Report on Form 10-K.
CONSOLIDATED RESULTS OF OPERATIONS
During the first quarter of 2022, Russian military forces invaded Ukraine. In response, the United States and several other countries imposed economic and other sanctions on Russia. The Company has four immaterial Russian subsidiaries with total assets of approximately $36 million as of September 30, 2025. The revenue for these four subsidiaries for the three and nine months ended September 30, 2025 was approximately $5 million and $17 million, respectively. These subsidiaries are not material to the Company’s results of operations or financial position.
On January 2, 2024, the Company completed the acquisition of one business in the Test & Measurement and Electronics segment for $57 million, net of cash acquired. On April 1, 2024, the Company completed the acquisition of one business in the Test & Measurement and Electronics segment for $59 million, net of cash acquired. The Company has completed the allocation of purchase price for both of these acquisitions. These acquisitions were not material, individually or in the aggregate, to the Company’s results of operations, financial position or cash flows. Refer to Note 2. Acquisitions in Item 1. Financial Statements for further information regarding these acquisitions.
During the first quarter of 2024, the Company changed the method used to determine the cost of inventory at certain U.S. businesses from LIFO to the FIFO method, as the Company believes the FIFO method is preferable because it provides a more consistent method for valuing inventory across the Company’s operations, improves comparability with peers, and better reflects the current value of inventories at the balance sheet date. The LIFO provision for the year ended December 31, 2023 was $6 million of expense, and was not material to the Company’s results of operations, financial position or cash flows. Therefore, the Company recorded the pre-tax cumulative effect of this change in accounting method of $117 million as a reduction of Cost of revenue in the first quarter of 2024. Refer to Note 1. Significant Accounting Policies in Item 1. Financial Statements for additional information regarding this change in accounting method.
On April 2, 2025, the United States government announced additional tariffs on goods imported to the U.S. from numerous countries. In response, certain countries retaliated with additional counter-tariffs or are working to negotiate with the U.S government regarding tariffs. Tariffs on goods from many countries became effective on August 1, 2025. The Company believes it is well positioned to minimize the impact of these tariffs because its businesses generally manufacture products in the markets where they are sold and the Company expects to recover the increased cost of tariffs through price increases. However, current tariff policies have introduced additional uncertainty and may negatively impact overall demand from the Company's customers. The Company continues to assess the impact of the tariffs and actions that can be taken to moderate and/or minimize their effects on the Company.
On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was enacted in the United States. The provisions of the Act extend and modify certain provisions of the 2017 Tax Cuts and Jobs Act. While the provisions of the Act are not expected to have a material impact on the Company's operating results, financial position or cash flows for the twelve months ending December 31, 2025, the Company is assessing the potential impact of the Act on future periods.
21
In an uncertain external environment, the Company delivered solid financial results in the third quarter and year-to-date periods of 2025 primarily due to the continued successful execution of enterprise initiatives and continued focus on the highly differentiated ITW Business Model.
Operating Revenue
Refer to the "Results of Operations for Total Company" and the "Results of Operations by Segment" sections for discussion of changes in operating revenue for the third quarter and year-to-date periods of 2025 compared to 2024.
Operating Expenses
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| Dollars in millions | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Operating Revenue | $ | 4,059 | $ | 3,966 | $ | 11,951 | $ | 11,966 | |||||||||||||||
| Cost of revenue | $ | 2,253 | $ | 2,230 | $ | 6,685 | $ | 6,637 | |||||||||||||||
| Percent of operating revenue | 55.5 | % | 56.2 | % | 55.9 | % | 55.5 | % | |||||||||||||||
| Selling, administrative, and research and development expenses | $ | 676 | $ | 658 | $ | 2,075 | $ | 2,020 | |||||||||||||||
| Percent of operating revenue | 16.6 | % | 16.6 | % | 17.4 | % | 16.9 | % | |||||||||||||||
| Amortization and impairment of intangible assets | $ | 18 | $ | 26 | $ | 60 | $ | 76 | |||||||||||||||
| Percent of operating revenue | 0.5 | % | 0.6 | % | 0.5 | % | 0.6 | % | |||||||||||||||
Cost of revenue was $2.25 billion and $2.23 billion in the third quarter of 2025 and 2024, respectively, an increase of 1.0%, primarily due to higher revenue. Cost of revenue as a percent of operating revenue was lower in the third quarter of 2025 compared to 2024 primarily due to benefits from the Company's enterprise initiatives, partially offset by higher employee-related expenses. In the year-to-date period, Cost of revenue was $6.69 billion and $6.64 billion in 2025 and 2024, respectively, an increase of 0.7%. Excluding the first quarter 2024 LIFO accounting method change of $117 million, Cost of revenue decreased 1.0% in 2025 compared to 2024 primarily due to lower revenue and the effect of foreign currency translation. Cost of revenue, excluding the first quarter 2024 LIFO accounting method change, as a percent of operating revenue was lower in the year-to-date period of 2025 compared to 2024 primarily due to benefits from the Company's enterprise initiatives, partially offset by higher employee-related expenses.
Selling, administrative, and research and development expenses were $676 million and $658 million in the third quarter of 2025 and 2024, respectively, and $2.08 billion and $2.02 billion in the year-to-date period of 2025 and 2024, respectively. Selling, administrative, and research and development expenses as a percent of operating revenue were flat in the third quarter as benefits from the Company's enterprise initiatives were offset by higher employee-related expenses. Selling, administrative, and research and development expenses as a percent of operating revenue were higher in the year-to-date period of 2025 compared to 2024 primarily due to higher employee-related expenses, partially offset by benefits from the Company's enterprise initiatives.
Amortization and impairment of intangible assets was lower in the third quarter and year-to-date periods of 2025 compared to 2024 primarily due to fully amortized intangible assets.
Refer to the "Results of Operations for Total Company" and the "Results of Operation by Segment" sections for additional discussion of operating results for the third quarter and year-to-date periods of 2025 compared to 2024.
22
RESULTS OF OPERATIONS FOR TOTAL COMPANY
The Company's consolidated results of operations for the third quarter and year-to-date periods of 2025 and 2024 were as follows:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 4,059 | $ | 3,966 | 2.3 | % | 0.7 | % | — | % | — | % | 1.6 | % | 2.3 | % | ||||||||||||||||||||||||||||
| Operating income | $ | 1,112 | $ | 1,052 | 5.7 | % | 4.6 | % | — | % | (0.4) | % | 1.5 | % | 5.7 | % | ||||||||||||||||||||||||||||
| Operating margin % | 27.4 | % | 26.5 | % | 90 bps | 100 bps | — | (10) bps | — | 90 bps | ||||||||||||||||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 11,951 | $ | 11,966 | (0.1) | % | (0.4) | % | — | % | — | % | 0.3 | % | (0.1) | % | ||||||||||||||||||||||||||||
| Operating income | $ | 3,131 | $ | 3,233 | (3.2) | % | (3.3) | % | (0.1) | % | — | % | 0.2 | % | (3.2) | % | ||||||||||||||||||||||||||||
| Operating margin % | 26.2 | % | 27.0 | % | (80) bps | (70) bps | — | — | (10) bps | (80) bps | ||||||||||||||||||||||||||||||||||
•Operating revenue increased in the third quarter due to the favorable effect of foreign currency translation and higher organic revenue. In the year-to-date period, operating revenue declined due to lower organic revenue, partially offset by the favorable effect of foreign currency translation.
•Organic revenue increased 0.7% in the third quarter as growth in the Automotive OEM, Welding, Specialty Products and Food Equipment segments was partially offset by a decline in the Polymers & Fluids, Construction Products and Test & Measurement and Electronics segments. In the year-to-date period, organic revenue declined 0.4% as a decrease in the Construction Products, Test & Measurement and Electronics and Polymers & Fluids segments was partially offset by growth in the Automotive OEM, Welding, Food Equipment and Specialty Products segments. Product line simplification activities reduced organic revenue by 70 basis points and 60 basis points in the third quarter and year-to-date periods, respectively.
◦North American organic revenue was flat in the third quarter as an increase in the Welding, Automotive OEM and Food Equipment segments was offset by a decline in the Polymers & Fluids, Test & Measurement and Electronics, Construction Products and Specialty Products segments. In the year-to-date period, organic revenue declined 1.7% as a decrease in the Test & Measurement and Electronics, Construction Products, Automotive OEM and Polymers & Fluids segments was partially offset by growth in the Food Equipment, Specialty Products and Welding segments.
◦Europe, Middle East and Africa organic revenue declined 1.2% in the third quarter as a decrease in Test & Measurement and Electronics, Polymers & Fluids, Construction Products and Food Equipment segments was partially offset by an increase in the Specialty Products, Automotive OEM and Welding segments. In the year-to-date period, organic revenue decreased 2.3% as a decline in five segments was partially offset by an increase in the Welding and Specialty Products segments.
◦Asia Pacific organic revenue increased 6.7% in the third quarter and 7.5% in the year-to-date period primarily due to growth in the Automotive OEM segment. Organic revenue in China grew 10.1% in the third quarter and 12.2% in the year-to-date period as growth in the Automotive OEM, Test & Measurement and Electronics, Welding and Polymers and Fluids segments was partially offset by a decrease in the Food Equipment and Construction Products segments. Organic revenue for the Specialty Products segment decreased 1.8% in the third quarter and grew 4.5% in the year-to-date period.
•Operating income of $1.1 billion increased 5.7% in the third quarter compared to the prior year. In the year-to-date period, operating income of $3.1 billion declined 3.2%, or increased 0.5% excluding the $117 million favorable impact of the first quarter 2024 LIFO accounting method change.
•Operating margin was 27.4% in the third quarter. The increase of 90 basis points was primarily due to benefits from the Company's enterprise initiatives of 140 basis points, partially offset by higher employee-related expenses, including higher health and welfare expenses.
•In the year-to-date period, operating margin of 26.2% decreased 80 basis points. Excluding the 100 basis points of favorable impact from the first quarter 2024 LIFO accounting method change, operating margin increased 20 basis points compared to the prior year primarily driven by benefits from the Company's enterprise initiatives of 130 basis points, partially offset by higher employee-related expenses, including higher health and welfare expenses.
23
•The Company's effective tax rate for the third quarter of 2025 and 2024 was 21.8% and 14.9%, respectively, and 22.7% and 20.4% for the year-to-date periods of 2025 and 2024, respectively. The effective tax rates for the third quarter and year-to-date periods of 2025 benefited from a discrete tax benefit of $43 million related to the estimated U.S. federal tax liability for 2024, partially offset by a $16 million discrete tax expense related primarily to the resolution of a foreign tax audit. Additionally, the effective tax rate for the year-to-date period of 2025 included a discrete tax benefit of $21 million in the first quarter of 2025 related to the reversal of a valuation allowance on net operating loss carryforwards. The effective tax rates for the third quarter and year-to-date periods of 2024 benefited from discrete income tax benefits in the third quarter of 2024 of $107 million related to the utilization of capital loss carryforwards upon the sale of Wilsonart and $87 million related to a reorganization of the Company's intellectual property, partially offset by a $73 million discrete tax expense related to the remeasurement of unrecognized tax benefits associated with various intercompany transactions. Refer to Note 3. Sale of Noncontrolling Interest in Wilsonart International Holdings LLC in Item 1. Financial Statements for more information regarding the Wilsonart transaction. Additionally, the effective tax rates for 2025 and 2024 included discrete tax benefits related to excess tax benefits from stock-based compensation of $2 million and $1 million for the third quarter of 2025 and 2024, respectively, and $7 million and $11 million for the year-to-date periods of 2025 and 2024, respectively.
•Diluted earnings per share (EPS) of $2.81 for the third quarter of 2025 decreased 28.1%, or increased 6.0% excluding the favorable impact of $1.26 from the third quarter 2024 sale of the Company's noncontrolling interest in Wilsonart. In the year-to-date period, EPS of $7.77 decreased 15.3%, or increased 2.0% excluding the favorable effect of the first quarter 2024 LIFO accounting method change of $0.30 and the favorable impact of $1.25 from the third quarter 2024 Wilsonart transaction. Additionally, the third quarter and year-to-date periods of 2025 included $0.09 from the third quarter discrete tax benefit previously discussed.
•The Company repurchased approximately 1.5 million and 4.5 million shares of its common stock in the third quarter and year-to-date periods of 2025, respectively, for approximately $375 million and $1.1 billion, respectively.
RESULTS OF OPERATIONS BY SEGMENT
Total operating revenue and operating income for the third quarter and year-to-date periods of 2025 and 2024 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | Operating Revenue | Operating Income | Operating Revenue | Operating Income | |||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| Automotive OEM | $ | 830 | $ | 772 | $ | 182 | $ | 150 | $ | 2,461 | $ | 2,403 | $ | 513 | $ | 469 | |||||||||||||||||||||||||||||||
| Food Equipment | 694 | 677 | 202 | 193 | 2,001 | 1,975 | 557 | 537 | |||||||||||||||||||||||||||||||||||||||
| Test & Measurement and Electronics | 698 | 697 | 177 | 179 | 2,036 | 2,071 | 473 | 501 | |||||||||||||||||||||||||||||||||||||||
| Welding | 477 | 462 | 156 | 149 | 1,428 | 1,404 | 468 | 458 | |||||||||||||||||||||||||||||||||||||||
| Polymers & Fluids | 441 | 448 | 126 | 125 | 1,308 | 1,334 | 361 | 364 | |||||||||||||||||||||||||||||||||||||||
| Construction Products | 473 | 479 | 149 | 145 | 1,389 | 1,471 | 424 | 436 | |||||||||||||||||||||||||||||||||||||||
| Specialty Products | 452 | 438 | 146 | 136 | 1,342 | 1,327 | 429 | 410 | |||||||||||||||||||||||||||||||||||||||
Total segments | 4,065 | 3,973 | 1,138 | 1,077 | 11,965 | 11,985 | 3,225 | 3,175 | |||||||||||||||||||||||||||||||||||||||
| Intersegment revenue | (6) | (7) | — | — | (14) | (19) | — | — | |||||||||||||||||||||||||||||||||||||||
| Unallocated | — | — | (26) | (25) | — | — | (94) | 58 | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 4,059 | $ | 3,966 | $ | 1,112 | $ | 1,052 | $ | 11,951 | $ | 11,966 | $ | 3,131 | $ | 3,233 | |||||||||||||||||||||||||||||||
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. Unallocated in the nine months ended September 30, 2025 included higher employee-related expenses, including higher health and welfare expenses, as compared to the prior year. Unallocated in the nine months ended September 30, 2024 included the favorable pre-tax cumulative effect of the LIFO accounting method change of $117 million in the first quarter of 2024. Refer to Note 1. Significant Accounting Policies in Item 1. Financial Statements for additional information regarding this change in accounting method.
24
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 third quarter and year-to-date periods of 2025 and 2024 were as follows:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 830 | $ | 772 | 7.3 | % | 5.0 | % | — | % | — | % | 2.3 | % | 7.3 | % | |||||||||||||||||||||||||
| Operating income | $ | 182 | $ | 150 | 21.0 | % | 19.0 | % | — | % | (0.5) | % | 2.5 | % | 21.0 | % | |||||||||||||||||||||||||
| Operating margin % | 21.8 | % | 19.4 | % | 240 bps | 260 bps | — | (20) bps | — | 240 bps | |||||||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 2,461 | $ | 2,403 | 2.4 | % | 2.0 | % | — | % | — | % | 0.4 | % | 2.4 | % | |||||||||||||||||||||||||
| Operating income | $ | 513 | $ | 469 | 9.2 | % | 9.6 | % | — | % | (0.9) | % | 0.5 | % | 9.2 | % | |||||||||||||||||||||||||
| Operating margin % | 20.8 | % | 19.5 | % | 130 bps | 150 bps | — | (20) bps | — | 130 bps | |||||||||||||||||||||||||||||||
•Operating revenue increased in the third quarter and year-to-date periods due to higher organic revenue and the favorable effect of foreign currency translation.
•Organic revenue increased 5.0% in the third quarter and 2.0% in the year-to-date period compared to worldwide auto builds which grew 4% in the third quarter and year-to-date periods. Product line simplification activities reduced organic revenue by 140 basis points in the third quarter and 130 basis points in the year-to-date period.
◦North American organic revenue increased 3.1% and declined 3.2% in the third quarter and year-to-date periods, respectively, compared to North American auto builds which increased 5% in the third quarter and declined 1% in the year-to-date period, primarily due to product line simplification activities.
◦European organic revenue grew 2.0% in the third quarter and decreased 1.4% in the year-to-date period compared to European auto builds which increased 1% in the third quarter and declined 2% in the year-to-date period. The business outperformed the market primarily due to market penetration gains.
◦Asia Pacific organic revenue increased 10.7% and 13.2% in the third quarter and year-to-date periods, respectively. China organic revenue grew 10.1% and 15.1% in the third quarter and year-to-date periods, respectively, including growth in the electric vehicles market, versus China auto builds which grew 10% in the third quarter and increased 12% in the year-to-date period. Auto builds of foreign automotive manufacturers in China decreased 2% and 4% in the third quarter and year-to-date periods, respectively. The business outperformed the market primarily due to market penetration gains.
•Operating margin was 21.8% in the third quarter. The increase of 240 basis points was primarily due to benefits from the Company's enterprise initiatives and favorable operating leverage of 90 basis points, partially offset by higher employee-related expenses, continued investment in the business and higher restructuring expenses of 20 basis points.
•In the year-to-date period, operating margin of 20.8% increased 130 basis points primarily driven by benefits from the Company's enterprise initiatives and favorable operating leverage of 40 basis points, partially offset by higher employee-related expenses, continued investment in the business and higher restructuring expenses of 20 basis points.
25
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 third quarter and year-to-date periods of 2025 and 2024 were as follows:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 694 | $ | 677 | 2.5 | % | 0.7 | % | — | % | — | % | 1.8 | % | 2.5 | % | |||||||||||||||||||||||||
| Operating income | $ | 202 | $ | 193 | 5.1 | % | 2.7 | % | — | % | 0.7 | % | 1.7 | % | 5.1 | % | |||||||||||||||||||||||||
| Operating margin % | 29.2 | % | 28.4 | % | 80 bps | 60 bps | — | 20 bps | — | 80 bps | |||||||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 2,001 | $ | 1,975 | 1.3 | % | 0.9 | % | — | % | — | % | 0.4 | % | 1.3 | % | |||||||||||||||||||||||||
| Operating income | $ | 557 | $ | 537 | 3.8 | % | 2.9 | % | — | % | 0.5 | % | 0.4 | % | 3.8 | % | |||||||||||||||||||||||||
| Operating margin % | 27.8 | % | 27.2 | % | 60 bps | 50 bps | — | 10 bps | — | 60 bps | |||||||||||||||||||||||||||||||
•Operating revenue increased in the third quarter due to the favorable effect of foreign currency translation and higher organic revenue. In the year-to-date period, operating revenue grew due to higher organic revenue and the favorable effect of foreign currency translation.
•Organic revenue increased 0.7% in the third quarter as equipment organic revenue decreased 0.5% and service organic revenue grew 2.7%. In the year-to-date period, organic revenue grew 0.9% as equipment organic revenue declined 0.2% and service organic revenue increased 2.8%.
◦North American organic revenue increased 1.9% in the third quarter. Equipment organic revenue increased 0.8% primarily due to higher demand in the institutional, independent restaurant and quick serve restaurant end markets, partially offset by lower demand in the food retail end market. Service organic revenue grew 3.5%. In the year-to-date period, North American organic revenue grew 2.4%. Equipment organic revenue grew 1.2% primarily due to higher demand in the institutional end market, partially offset by a decline in the full service and food retail end markets. Service organic revenue increased 4.3%.
◦International organic revenue declined 1.2% in the third quarter. Equipment organic revenue decreased 2.3% primarily due to lower demand in the European cooking and refrigeration end markets and lower demand in Asia, partially offset by growth in the European warewash end market. Service organic revenue grew 1.2%. In the year-to-date period, international organic revenue decreased 1.5%. Equipment organic revenue declined 2.3% primarily driven by lower demand in the European cooking and refrigeration end markets and lower demand in Asia, partially offset by higher demand in the European warewash end market. Service organic revenue increased 0.2%.
•Operating margin was 29.2% in the third quarter. The increase of 80 basis points was primarily due to benefits from the Company's enterprise initiatives and favorable operating leverage of 10 basis points, partially offset by higher employee-related expenses and additional investment in the business.
•In the year-to-date period, operating margin of 27.8% increased 60 basis points primarily driven by benefits from the Company's enterprise initiatives and favorable operating leverage of 20 basis points, partially offset by higher employee-related expenses and additional investment in the business.
26
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, automotive original equipment manufacturers and tiers, energy, industrial capital goods 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 third quarter and year-to-date periods of 2025 and 2024 were as follows:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 698 | $ | 697 | 0.3 | % | (1.4) | % | — | % | — | % | 1.7 | % | 0.3 | % | ||||||||||||||||||||||||||||
| Operating income | $ | 177 | $ | 179 | (0.7) | % | (0.1) | % | — | % | (1.9) | % | 1.3 | % | (0.7) | % | ||||||||||||||||||||||||||||
| Operating margin % | 25.4 | % | 25.7 | % | (30) bps | 30 bps | — | (50) bps | (10) bps | (30) bps | ||||||||||||||||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 2,036 | $ | 2,071 | (1.6) | % | (2.5) | % | — | % | — | % | 0.9 | % | (1.6) | % | ||||||||||||||||||||||||||||
| Operating income | $ | 473 | $ | 501 | (5.6) | % | (4.4) | % | (0.4) | % | (1.3) | % | 0.5 | % | (5.6) | % | ||||||||||||||||||||||||||||
| Operating margin % | 23.2 | % | 24.2 | % | (100) bps | (50) bps | (10) bps | (30) bps | (10) bps | (100) bps | ||||||||||||||||||||||||||||||||||
•Operating revenue increased in the third quarter due to the favorable effect of foreign currency translation, partially offset by lower organic revenue. In the year-to-date period, operating revenue declined due to lower organic revenue, partially offset by the favorable effect of foreign currency translation.
•On April 1, 2024, the Company completed the acquisition of one business in the Test & Measurement and Electronics segment for $59 million, net of cash acquired. Refer to Note 2. Acquisitions in Item 1. Financial Statements for additional information regarding this acquisition.
•Organic revenue decreased 1.4% in the third quarter and 2.5% in the year-to-date period primarily due to lower demand in the MTS Test & Simulation business and in the general industrial end market, partially offset by higher demand in the semiconductor end market.
◦Organic revenue for the test and measurement businesses decreased 0.6% in the third quarter and declined 4.3% in the year-to-date period primarily driven by a decline in the MTS Test & Simulation business and in the general industrial end market, partially offset by higher demand in the semiconductor end market, primarily in Asia Pacific and North America.
◦Electronics organic revenue decreased 1.9% in the third quarter with lower demand across all major regions primarily due to lower demand in the semiconductor end market. In the year-to-date period, organic revenue grew 1.5% primarily due to higher demand in Asia Pacific and Europe, primarily in the semiconductor end market, partially offset by lower demand in North America. The electronics assembly businesses declined 9.2% in the third quarter and decreased 3.7% in the year-to-date period primarily due to lower demand in North America. The other electronics businesses, which include the contamination control, static control and pressure sensitive adhesives businesses, grew 1.0% in the third quarter primarily due to higher demand in North America. In the year-to-date period, organic revenue increased 3.5% with growth across all major regions.
•Operating margin was 25.4% in the third quarter. The decrease of 30 basis points was primarily due to higher restructuring expenses of 50 basis points, unfavorable operating leverage of 30 basis points, higher employee-related
27
expenses and product mix, partially offset by benefits from the Company's enterprise initiatives and lower intangible asset amortization expense.
•In the year-to-date period, operating margin of 23.2% decreased 100 basis points primarily driven by unfavorable operating leverage of 80 basis points, higher employee-related expenses, higher restructuring expenses of 30 basis points and product mix, partially offset by benefits from the Company's enterprise initiatives and lower intangible asset amortization expense.
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 construction, energy, MRO, industrial capital goods and automotive original equipment manufacturers and tiers 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 third quarter and year-to-date periods of 2025 and 2024 were as follows:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 477 | $ | 462 | 3.3 | % | 2.8 | % | — | % | — | % | 0.5 | % | 3.3 | % | ||||||||||||||||||||||||||||
| Operating income | $ | 156 | $ | 149 | 4.5 | % | 4.9 | % | — | % | (0.7) | % | 0.3 | % | 4.5 | % | ||||||||||||||||||||||||||||
| Operating margin % | 32.6 | % | 32.3 | % | 30 bps | 60 bps | — | (20) bps | (10) bps | 30 bps | ||||||||||||||||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 1,428 | $ | 1,404 | 1.7 | % | 1.9 | % | — | % | — | % | (0.2) | % | 1.7 | % | ||||||||||||||||||||||||||||
| Operating income | $ | 468 | $ | 458 | 2.3 | % | 2.3 | % | — | % | 0.1 | % | (0.1) | % | 2.3 | % | ||||||||||||||||||||||||||||
| Operating margin % | 32.8 | % | 32.6 | % | 20 bps | 10 bps | — | 10 bps | — | 20 bps | ||||||||||||||||||||||||||||||||||
•Operating revenue grew in the third quarter due to higher organic revenue and the favorable effect of foreign currency translation. In the year-to-date period, operating revenue grew due to higher organic revenue, partially offset by the unfavorable effect of foreign currency translation.
•Organic revenue increased 2.8% in the third quarter as equipment grew 5.5% and consumables declined 1.7%. In the year-to-date period, organic revenue grew 1.9% as equipment increased 3.6% and consumables decreased 0.9%.
◦North American organic revenue increased 2.5% in the third quarter as the industrial end market grew 3.1%, partially offset by a decline of 2.3% in the commercial end market. In the year-to-date period, organic revenue grew 0.4% as the industrial end market increased 1.3%, partially offset by a decrease of 2.9% in the commercial end market.
◦International organic revenue grew 4.0% in the third quarter and 9.6% in the year-to-date period primarily due to higher demand in Asia Pacific and the Middle East.
•Operating margin was 32.6% in the third quarter. The increase of 30 basis points was primarily due to benefits from the Company's enterprise initiatives, favorable operating leverage of 50 basis points and favorable price/cost of 20 basis points, partially offset by higher employee-related expenses and higher restructuring expenses of 20 basis points.
•In the year-to-date period, operating margin of 32.8% increased 20 basis points compared to the prior year primarily due to benefits from the Company's enterprise initiatives, favorable operating leverage of 30 basis points and favorable price/cost of 20 basis points, partially offset by higher employee-related expenses.
28
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 and MRO markets. Products in this segment include:
•adhesives for industrial, construction and consumer purposes;
•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 third quarter and year-to-date periods of 2025 and 2024 were as follows:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 441 | $ | 448 | (1.8) | % | (3.1) | % | — | % | — | % | 1.3 | % | (1.8) | % | ||||||||||||||||||||||||||||
| Operating income | $ | 126 | $ | 125 | 0.3 | % | (1.0) | % | — | % | — | % | 1.3 | % | 0.3 | % | ||||||||||||||||||||||||||||
| Operating margin % | 28.5 | % | 27.9 | % | 60 bps | 60 bps | — | — | — | 60 bps | ||||||||||||||||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 1,308 | $ | 1,334 | (2.0) | % | (1.8) | % | — | % | — | % | (0.2) | % | (2.0) | % | ||||||||||||||||||||||||||||
| Operating income | $ | 361 | $ | 364 | (1.0) | % | (0.7) | % | — | % | 0.2 | % | (0.5) | % | (1.0) | % | ||||||||||||||||||||||||||||
| Operating margin % | 27.6 | % | 27.3 | % | 30 bps | 30 bps | — | — | — | 30 bps | ||||||||||||||||||||||||||||||||||
•Operating revenue decreased in the third quarter due to lower organic revenue, partially offset by the favorable effect of foreign currency translation. In the year-to-date period, operating revenue declined due to lower organic revenue and the unfavorable effect of foreign currency translation.
•Organic revenue decreased 3.1% in the third quarter and 1.8% in the year-to-date period. Product line simplification activities reduced organic revenue by 70 basis points and 60 basis points in the third quarter and year-to-date periods, respectively.
◦Organic revenue for the polymers businesses decreased 4.9% in the third quarter due to lower demand in Europe and North America, partially offset by an increase in Asia Pacific. In the year-to-date period, organic revenue declined 1.7% as a decrease in North America and Europe was partially offset by an increase in South America and Asia Pacific.
◦Organic revenue for the fluids businesses declined 0.4% in the third quarter primarily driven by lower demand in North America, partially offset by growth in Europe, primarily due to higher demand in the hygiene end market. In the year-to-date period, organic revenue decreased 1.0% primarily due to lower demand in North America, partially offset by growth in Europe, primarily due to higher demand in the hygiene end market.
◦Organic revenue for the automotive aftermarket businesses decreased 3.3% in the third quarter and declined 2.1% in the year-to-date period primarily due to lower demand in the North American body, tire and engine repair businesses, partially offset by higher demand in the car care business in North America and the tire repair business in Europe.
•Operating margin was 28.5% in the third quarter. The increase of 60 basis points was primarily due to benefits from the Company's enterprise initiatives, favorable price/cost of 50 basis points and product mix, partially offset by unfavorable operating leverage of 60 basis points and higher employee-related expenses.
29
•In the year-to-date period, operating margin of 27.6% increased 30 basis points primarily driven by benefits from the Company's enterprise initiatives and product mix, partially offset by higher employee-related expenses and unfavorable operating leverage of 30 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.
The results of operations for the Construction Products segment for the third quarter and year-to-date periods of 2025 and 2024 were as follows:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 473 | $ | 479 | (1.4) | % | (2.3) | % | — | % | — | % | 0.9 | % | (1.4) | % | |||||||||||||||||||||||||
| Operating income | $ | 149 | $ | 145 | 3.1 | % | 2.5 | % | — | % | (0.1) | % | 0.7 | % | 3.1 | % | |||||||||||||||||||||||||
| Operating margin % | 31.6 | % | 30.2 | % | 140 bps | 150 bps | — | — | (10) bps | 140 bps | |||||||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 1,389 | $ | 1,471 | (5.6) | % | (5.6) | % | — | % | — | % | — | % | (5.6) | % | |||||||||||||||||||||||||
| Operating income | $ | 424 | $ | 436 | (2.7) | % | (4.0) | % | — | % | 1.3 | % | — | % | (2.7) | % | |||||||||||||||||||||||||
| Operating margin % | 30.6 | % | 29.6 | % | 100 bps | 50 bps | — | 50 bps | — | 100 bps | |||||||||||||||||||||||||||||||
•Operating revenue decreased in the third quarter due to lower organic revenue, partially offset by the favorable effect of foreign currency translation. In the year-to-date period, operating revenue declined due to lower organic revenue.
•Organic revenue decreased 2.3% in the third quarter and 5.6% in the year-to-date period due to lower demand across all major regions. Product line simplification activities reduced organic revenue by 130 basis points in the third quarter and 100 basis points in the year-to-date period.
◦North American organic revenue decreased 1.1% in the third quarter and 5.8% in the year-to-date period primarily due to lower demand in the residential and commercial end markets. Organic revenue in the United States residential end market declined 0.2% and 6.8% in the third quarter and year-to-date periods, respectively. The commercial end market decreased 3.9% in the third quarter and 1.4% in the year-to-date period. Organic revenue in Canada declined 7.3% in the third quarter and 1.1% in the year-to-date period.
◦International organic revenue decreased 3.6% in the third quarter and 5.3% in the year-to-date period. European organic revenue declined 3.4% in the third quarter and 3.5% in the year-to-date period primarily due to lower demand in the commercial and residential end markets. Asia Pacific organic revenue decreased 3.9% in the third quarter and 7.5% in the year-to-date period primarily due to lower demand in the Australia and New Zealand residential end markets.
•Operating margin was 31.6% in the third quarter. The increase of 140 basis points was primarily due to benefits from the Company's enterprise initiatives, partially offset by unfavorable price/cost of 50 basis points, unfavorable operating leverage of 40 basis points and higher employee-related expenses.
•In the year-to-date period, operating margin of 30.6% increased 100 basis points primarily driven by benefits from the Company's enterprise initiatives and lower restructuring expenses of 50 basis points, partially offset by unfavorable operating leverage of 110 basis points, unfavorable price/cost of 40 basis points and higher employee-related expenses.
30
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, airlines, industrial capital goods and printing and publishing markets. Products in this segment include:
•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.
The results of operations for the Specialty Products segment for the third quarter and year-to-date periods of 2025 and 2024 were as follows:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 452 | $ | 438 | 3.3 | % | 1.6 | % | — | % | — | % | 1.7 | % | 3.3 | % | |||||||||||||||||||||||||
| Operating income | $ | 146 | $ | 136 | 7.3 | % | 5.5 | % | — | % | 0.2 | % | 1.6 | % | 7.3 | % | |||||||||||||||||||||||||
| Operating margin % | 32.3 | % | 31.1 | % | 120 bps | 120 bps | — | 10 bps | (10) bps | 120 bps | |||||||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 1,342 | $ | 1,327 | 1.1 | % | 0.9 | % | — | % | — | % | 0.2 | % | 1.1 | % | |||||||||||||||||||||||||
| Operating income | $ | 429 | $ | 410 | 4.6 | % | 4.4 | % | — | % | 0.1 | % | 0.1 | % | 4.6 | % | |||||||||||||||||||||||||
| Operating margin % | 32.0 | % | 30.9 | % | 110 bps | 110 bps | — | — | — | 110 bps | |||||||||||||||||||||||||||||||
•Operating revenue increased in the third quarter and year-to-date periods due to higher organic revenue and the favorable effect of foreign currency translation.
•Organic revenue increased 1.6% in the third quarter as equipment sales grew 14.2% and consumables decreased 1.8%. In the year-to-date period, organic revenue grew 0.9% as equipment sales increased 5.8% and consumables declined 0.5%. Product line simplification activities reduced organic revenue by 90 basis points in the third quarter and 110 basis points in the year-to-date period.
◦North American organic revenue decreased 0.9% in the third quarter primarily driven by a decline in the consumer packaging, strength films and appliance businesses, partially offset by growth in the filter medical and specialty films businesses. In the year-to-date period, organic revenue grew 0.8% primarily due to growth in the specialty films and ground support equipment businesses, partially offset by a decline in the graphics and strength films businesses.
◦International organic revenue grew 6.5% in the third quarter primarily due to growth in the European ground support equipment, graphics, consumer packaging equipment and filter medical businesses, partially offset by a decline in the appliance business. In the year-to-date period, organic revenue increased 1.3% primarily driven by growth in the European ground support equipment and filter medical businesses and growth in Asia Pacific, partially offset by a decline in the European appliance business.
•Operating margin was 32.3% in the third quarter. The increase of 120 basis points was primarily due to benefits from the Company's enterprise initiatives, favorable price/cost of 40 basis points and favorable operating leverage of 20 basis points, partially offset by higher employee-related expenses and product mix.
•In the year-to-date period, operating margin of 32.0% increased 110 basis points primarily driven by benefits from the Company's enterprise initiatives, favorable price/cost of 30 basis points and favorable operating leverage of 20 basis points, partially offset by higher employee-related expenses and product mix.
31
OTHER FINANCIAL HIGHLIGHTS
•Interest expense was $75 million and $217 million in the third quarter and year-to-date periods of 2025, respectively, versus $69 million and $215 million in the third quarter and year-to-date periods of 2024, respectively. Refer to Note 10. Debt in Item 1. Financial Statements for further information regarding the Company's outstanding debt.
•Other income (expense) was income of $12 million in the third quarter of 2025 versus $379 million in the prior year period, and $28 million in the year-to-date period of 2025 versus $421 million in the prior year period. On August 5, 2024, the Company entered into a purchase agreement with affiliates of CD&R for the sale of the Company's noncontrolling equity interest in Wilsonart. The transaction closed immediately after the execution of the purchase agreement. Proceeds from the transaction, net of transaction costs, were $395 million, resulting in a pre-tax gain of $363 million. Refer to Note 3. Sale of Noncontrolling Interest in Wilsonart International Holdings LLC in Item 1. Financial Statements for additional information regarding this transaction. Excluding the Wilsonart pre-tax gain, other income (expense) in the third quarter of 2025 decreased $4 million compared to the third quarter of 2024 and decreased $30 million in the year-to-date period primarily due to higher foreign currency transaction losses in 2025.
NEW ACCOUNTING PRONOUNCEMENTS
Information regarding new accounting pronouncements is included in Note 1. Significant Accounting Policies in Item 1. Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are free cash flow and short-term credit facilities. As of September 30, 2025, the Company had $924 million of cash and equivalents on hand and no outstanding borrowings under its $3.0 billion revolving credit facility. 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.
32
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 third quarter and year-to-date periods of 2025 and 2024 was as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net cash provided by operating activities | $ | 1,021 | $ | 891 | $ | 2,163 | $ | 2,167 | |||||||||||||||
| Additions to plant and equipment | (117) | (108) | (314) | (319) | |||||||||||||||||||
| Free cash flow | $ | 904 | $ | 783 | $ | 1,849 | $ | 1,848 | |||||||||||||||
| Cash dividends paid | $ | (438) | $ | (415) | $ | (1,318) | $ | (1,252) | |||||||||||||||
| Repurchases of common stock | (375) | (375) | (1,125) | (1,125) | |||||||||||||||||||
| Acquisition of businesses (excluding cash and equivalents) | — | — | 1 | (115) | |||||||||||||||||||
| Proceeds from sale of noncontrolling interest in Wilsonart International Holdings LLC | — | 395 | — | 395 | |||||||||||||||||||
| Net proceeds from (repayments of) debt with original maturities of three months or less | 25 | (333) | 489 | (199) | |||||||||||||||||||
| Proceeds from debt with original maturities of more than three months | — | — | — | 1,606 | |||||||||||||||||||
| Repayments of debt with original maturities of more than three months | — | — | — | (1,295) | |||||||||||||||||||
| Other, net | 14 | 9 | 41 | 31 | |||||||||||||||||||
| Effect of exchange rate changes on cash and equivalents | 6 | 21 | 39 | (12) | |||||||||||||||||||
| Net increase (decrease) in cash and equivalents | $ | 136 | $ | 85 | $ | (24) | $ | (118) | |||||||||||||||
Stock Repurchase Programs
On August 4, 2023, the Company announced a new stock repurchase program which provides for the repurchase of up to $5.0 billion of the Company's common stock over an open-ended period of time (the "2023 Program"). Under the 2023 Program, the Company repurchased approximately 38,000 shares of its common stock at an average price of $263.44 per share in the fourth quarter of 2023, approximately 1.4 million shares of its common stock at an average price of $259.07 per share in the first quarter of 2024, approximately 1.6 million shares of its common stock at an average price of $247.42 in the second quarter of 2024, approximately 1.5 million shares of its common stock at an average price of $244.88 in the third quarter of 2024, approximately 1.4 million shares of its common stock at an average price of $265.95 in the fourth quarter of 2024, approximately 1.5 million shares of its common stock at an average price of $257.14 in the first quarter of 2025, approximately 1.5 million shares of its common stock at an average price of $241.19 in the second quarter of 2025, and approximately 1.5 million shares of its common stock at an average price of $260.58 in the third quarter of 2025. As of September 30, 2025, there were approximately $2.4 billion of authorized repurchases remaining under the 2023 Program.
33
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 not defined under U.S. generally accepted accounting principles ("GAAP"). After-tax ROIC is a non-GAAP financial measure that the Company believes is a meaningful metric to investors in evaluating the Company's ability to generate returns from cash invested in its operations and may be different than the method used by other companies to calculate After-tax ROIC. The Company defines After-tax ROIC as operating income after taxes divided by average invested capital, which is annualized when presented in interim periods. Operating income after taxes is a non-GAAP measure consisting of net income before interest expense and other income (expense), on an after-tax basis, which are excluded as they do not represent returns generated by the Company's operations. For comparability, the Company also excluded the net discrete tax benefit of $27 million in the third quarter of 2025 from net income and the effective tax rate for the three and nine months ended September 30, 2025. Additionally, for comparability, the Company also excluded the discrete tax benefit of $21 million in the first quarter of 2025 from net income and the effective tax rate for the nine months ended September 30, 2025. Also, for comparability, the Company excluded the net discrete tax benefit of $121 million in the third quarter of 2024 from net income and the effective tax rate for the three and nine months ended September 30, 2024. Total invested capital represents the net assets of the Company, other than cash and equivalents and outstanding debt which do not represent capital investment in the Company's operations. The most comparable GAAP measure to operating income after taxes is net income. Net income to average invested capital and After-tax ROIC for the third quarter and year-to-date periods of 2025 and 2024 were as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| Dollars in millions | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net Income | $ | 821 | $ | 1,160 | $ | 2,276 | $ | 2,738 | |||||||||||||||
| Net discrete tax benefit related to the third quarter 2025 | (27) | — | (27) | — | |||||||||||||||||||
| Discrete tax benefit related to the first quarter 2025 | — | — | (21) | — | |||||||||||||||||||
| Net discrete tax benefit related to the third quarter 2024 | — | (121) | — | (121) | |||||||||||||||||||
Interest expense, net of tax (1) | 57 | 53 | 165 | 164 | |||||||||||||||||||
Other (income) expense, net of tax (1) | (10) | (288) | (22) | (320) | |||||||||||||||||||
| Operating income after taxes | $ | 841 | $ | 804 | $ | 2,371 | $ | 2,461 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Invested capital: | |||||||||||||||||||||||
| Cash and equivalents | $ | 924 | $ | 947 | $ | 924 | $ | 947 | |||||||||||||||
| Trade receivables | 3,255 | 3,226 | 3,255 | 3,226 | |||||||||||||||||||
| Inventories | 1,725 | 1,817 | 1,725 | 1,817 | |||||||||||||||||||
| Net plant and equipment | 2,203 | 2,071 | 2,203 | 2,071 | |||||||||||||||||||
| Goodwill and intangible assets | 5,568 | 5,597 | 5,568 | 5,597 | |||||||||||||||||||
| Accounts payable and accrued expenses | (2,175) | (2,211) | (2,175) | (2,211) | |||||||||||||||||||
| Debt | (8,942) | (8,346) | (8,942) | (8,346) | |||||||||||||||||||
| Other, net | 651 | 291 | 651 | 291 | |||||||||||||||||||
| Total net assets (stockholders' equity) | 3,209 | 3,392 | 3,209 | 3,392 | |||||||||||||||||||
| Cash and equivalents | (924) | (947) | (924) | (947) | |||||||||||||||||||
| Debt | 8,942 | 8,346 | 8,942 | 8,346 | |||||||||||||||||||
| Total invested capital | $ | 11,227 | $ | 10,791 | $ | 11,227 | $ | 10,791 | |||||||||||||||
Average invested capital (2) | $ | 11,293 | $ | 10,682 | $ | 10,863 | $ | 10,466 | |||||||||||||||
Net income to average invested capital (3) | 29.1 | % | 43.4 | % | 27.9 | % | 34.9 | % | |||||||||||||||
After-tax return on average invested capital (3) | 29.8 | % | 30.0 | % | 29.1 | % | 31.3 | % | |||||||||||||||
34
(1) Effective tax rate used for interest expense and other (income) expense for the three months ended September 30, 2025 and 2024 was 24.3% and 23.7%, respectively. Effective tax rate used for interest expense and other (income) expense for the nine months ended September 30, 2025 and 2024 was 24.3% and 23.9%, respectively.
(2) Average invested capital is calculated using the total invested capital balances at the start of the period and at the end of each quarter within each of the periods presented.
(3) Returns for the three months ended September 30, 2025 and 2024 were converted to an annual rate by multiplying the calculated return by 4. Returns for the nine months ended September 30, 2025 and 2024 were converted to an annual rate by dividing the calculated return by 3 and multiplying it by 4.
A reconciliation of the tax rate for the three and nine month periods ended September 30, 2025, excluding the third quarter 2025 net discrete tax benefit of $27 million, which included a favorable discrete tax benefit of $43 million related to the estimated U.S. federal tax liability for 2024, partially offset by a $16 million discrete tax expense related primarily to the resolution of a foreign tax audit, and excluding the first quarter 2025 discrete tax benefit of $21 million related to the reversal of a valuation allowance on net operating loss carryforwards, is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2025 | September 30, 2025 | ||||||||||||||||||||||
| Dollars in millions | Income Taxes | Tax Rate | Income Taxes | Tax Rate | |||||||||||||||||||
| As reported | $ | 228 | 21.8 | % | $ | 666 | 22.7 | % | |||||||||||||||
| Net Discrete tax benefit related to the third quarter 2025 | 27 | 2.5 | % | 27 | 0.9 | % | |||||||||||||||||
| Discrete tax benefit related to the first quarter 2025 | — | — | % | 21 | 0.7 | % | |||||||||||||||||
| As adjusted | $ | 255 | 24.3 | % | $ | 714 | 24.3 | % | |||||||||||||||
After-tax ROIC for the nine months ended September 30, 2024 included 110 basis points of favorable impact related to the cumulative effect of the change from the LIFO method of accounting to the FIFO method for certain U.S. businesses ($117 million pre-tax, or $88 million after-tax) in the first quarter of 2024. Refer to Note 1. Significant Accounting Policies in Item 1. Financial Statements for additional information regarding this change in accounting method.
A reconciliation of the tax rate for the three and nine month periods ended September 30, 2024, excluding the third quarter 2024 net discrete tax benefit of $121 million, which included favorable discrete tax benefits of $107 million related to the utilization of capital loss carryforwards upon the sale of Wilsonart and $87 million related to a reorganization of the Company's intellectual property, partially offset by a $73 million discrete tax expense related to the remeasurement of unrecognized tax benefits associated with various intercompany transactions, is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2024 | September 30, 2024 | ||||||||||||||||||||||
| Dollars in millions | Income Taxes | Tax Rate | Income Taxes | Tax Rate | |||||||||||||||||||
| As reported | $ | 202 | 14.9 | % | $ | 701 | 20.4 | % | |||||||||||||||
| Net discrete tax benefit related to the third quarter 2024 | 121 | 8.8 | % | 121 | 3.5 | % | |||||||||||||||||
| As adjusted | $ | 323 | 23.7 | % | $ | 822 | 23.9 | % | |||||||||||||||
Refer to Note 5. Income Taxes in Item 1. Financial Statements for additional information regarding the discrete tax benefit related to the first and third quarter 2025 and the third quarter 2024.
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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 September 30, 2025 and December 31, 2024 is summarized as follows:
| In millions | September 30, 2025 | December 31, 2024 | Increase/ (Decrease) | ||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and equivalents | $ | 924 | $ | 948 | $ | (24) | |||||||||||
| Trade receivables | 3,255 | 2,991 | 264 | ||||||||||||||
| Inventories | 1,725 | 1,605 | 120 | ||||||||||||||
| Prepaid expenses and other current assets | 416 | 312 | 104 | ||||||||||||||
| Total current assets | 6,320 | 5,856 | 464 | ||||||||||||||
| Current liabilities: | |||||||||||||||||
| Short-term debt | 1,267 | 1,555 | (288) | ||||||||||||||
| Accounts payable and accrued expenses | 2,175 | 2,095 | 80 | ||||||||||||||
| Other | 690 | 658 | 32 | ||||||||||||||
| Total current liabilities | 4,132 | 4,308 | (176) | ||||||||||||||
| Net working capital | $ | 2,188 | $ | 1,548 | $ | 640 | |||||||||||
As of September 30, 2025, 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 supported by a long-term credit facility, 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 September 30, 2025 and December 31, 2024 was as follows:
| In millions | September 30, 2025 | December 31, 2024 | |||||||||
| Short-term debt | $ | 1,267 | $ | 1,555 | |||||||
| Long-term debt | 7,675 | 6,308 | |||||||||
| Total debt | $ | 8,942 | $ | 7,863 | |||||||
Short-term debt included commercial paper of $1.3 billion and $778 million as of September 30, 2025 and December 31, 2024, respectively. The weighted-average interest rate on commercial paper as of September 30, 2025 and December 31, 2024 was 4.17% and 4.56%, respectively.
As of December 31, 2024, Short-term debt also included $777 million related to the Euro-denominated credit agreement entered into on May 5, 2023 (the "Euro Credit Agreement"). On February 24, 2025, the Company entered into an amendment to the Euro Credit Agreement to extend the termination date from April 30, 2025 to February 28, 2027, with an option to further extend the termination date to September 15, 2027. The amendment also decreased the interest rate spread applicable to the loans from 0.75% to 0.70% and removed the option for a one-month interest period. As of September 30, 2025, the Company had $880 million outstanding under the Euro Credit Agreement with an interest rate of 2.73%, which was included in Long-term debt.
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On May 17, 2024, the Company issued €650 million of 3.25% Euro notes due May 17, 2028 at 99.525% of face value and €850 million of 3.375% Euro notes due May 17, 2032 at 99.072% of face value. Proceeds from the issuance were used for general corporate purposes, including the repayment of a portion of the indebtedness under the commercial paper program and repayment of €550 million of the term loans under the Euro Credit Agreement.
The Company also has a $3.0 billion revolving credit facility with a termination date of October 21, 2027, which is available to provide additional liquidity, including to support the potential issuances of commercial paper. No amounts were outstanding under the revolving credit facility as of September 30, 2025 or December 31, 2024.
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 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 September 30, 2025 and December 31, 2024 was as follows:
| Dollars in millions | September 30, 2025 | December 31, 2024 | |||||||||
| Total debt | $ | 8,942 | $ | 7,863 | |||||||
| Net income | $ | 3,026 | $ | 3,488 | |||||||
| Add: | |||||||||||
| Interest expense | 285 | 283 | |||||||||
| Other (income) expense | (48) | (441) | |||||||||
| Income taxes | 899 | 934 | |||||||||
| Depreciation | 311 | 301 | |||||||||
Amortization and impairment of intangible assets | 85 | 101 | |||||||||
| EBITDA | $ | 4,558 | $ | 4,666 | |||||||
| Total debt to EBITDA ratio | 2.0 | 1.7 | |||||||||
Stockholders' Equity
The changes to stockholders' equity during the nine months ended 2025 were as follows:
| In millions | |||||
Total stockholders' equity, December 31, 2024 | $ | 3,317 | |||
| Net income | 2,276 | ||||
| Repurchases of common stock | (1,125) | ||||
| Dividends declared | (1,344) | ||||
| Other comprehensive income (loss) | 1 | ||||
| Other, net | 84 | ||||
Total stockholders' equity, September 30, 2025 | $ | 3,209 | |||
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 global supply chain challenges, the current and expected impact of U.S. trade policy, including tariffs and related retaliatory countermeasures, the expected impact of the One Big Beautiful Bill Act, future financial and operating performance, free cash flow, economic and regulatory conditions in various geographic regions, the impact of foreign currency
37
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 raw material cost inflation, the Company's 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 interest rate changes, 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 include (1) weaknesses or downturns in the markets served by the Company, (2) changes or deterioration in international and domestic political and economic conditions, such as the Russia and Ukraine conflict or U.S.-China trade relations and the impact of related economic and other sanctions, (3) the unfavorable impact of foreign currency fluctuations, (4) the Company's enterprise strategy initiatives may not have the desired impact on organic revenue growth, (5) market conditions and cost and availability of financing to fund the Company's share repurchases, (6) a delay or decrease in the introduction of new products into the Company's product lines, (7) any failure to protect the Company's intellectual property, (8) 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, (9) raw material price increases and supply shortages or delays, (10) financial market risks to the Company's obligations under its defined benefit pension plans, (11) negative effects of service interruptions, data corruption, cyber-based attacks, security breaches of our technology networks and systems or those of our vendors and third-party service providers, or violations of data privacy laws, (12) the potential negative impact of acquisitions on the Company's profitability and returns, (13) potential negative effects of divestitures, including retained liabilities and unknown contingent liabilities, (14) impact of tax legislation and regulatory action and changing tax rates, (15) potential adverse outcomes in legal proceedings or enforcement actions, (16) uncertainties related to environmental regulation and the physical risks of climate change, (17) potential failure of the Company's employees, agents or business partners to comply with anti-bribery, competition, import/export, trade sanctions, data privacy, human rights and other laws, (18) public health crises and related government actions, and (19) increases in inflation or interest rates and the possibility of economic recession. 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, 2024. 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, except as required by law.
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.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to exposures to market risk as reported in the Company's 2024 Annual Report on Form 10-K.
ITEM 4. Controls and Procedures
The Company's management, with the participation of the Company's President & Chief Executive Officer and Senior Vice President & Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a–15(e)) as of September 30, 2025. Based on such evaluation, the Company's President & Chief Executive Officer and Senior Vice President & Chief Financial Officer have concluded that, as of September 30, 2025, the Company's disclosure controls and procedures were effective.
In connection with the evaluation by management, including the Company's President & Chief Executive Officer and Senior Vice President & Chief Financial Officer, no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended September 30, 2025 were identified that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. Legal Proceedings
None. The Company's threshold for disclosing environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.
ITEM 1A. Risk Factors
The Company's business, financial condition, results of operations and cash flows are subject to various risks which could cause actual results to vary materially from recent results or from anticipated future results. Refer to the description of the Company's risk factors previously disclosed in Part I - Item 1A - Risk Factors in the Company's 2024 Annual Report on Form 10-K. There have been no material changes to the risk factors described therein.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 4, 2023, the Company announced a new stock repurchase program which provides for the repurchase of up to an additional $5.0 billion of the Company's common stock over an open-ended period of time (the "2023 Program"). As of September 30, 2025, there were approximately $2.4 billion of authorized repurchases remaining under the 2023 Program.
Share repurchase activity for the third quarter of 2025 was as follows:
| In millions except per share amounts | ||||||||||||||||||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Maximum Value of Shares That May Yet Be Purchased Under Programs | ||||||||||||||||||||||
| July 2025 | 0.6 | $ | 258.00 | 0.6 | $ | 2,602 | ||||||||||||||||||||
| August 2025 | 0.5 | $ | 261.27 | 0.5 | $ | 2,471 | ||||||||||||||||||||
| September 2025 | 0.4 | $ | 263.12 | 0.4 | $ | 2,365 | ||||||||||||||||||||
| Total | 1.5 | 1.5 | ||||||||||||||||||||||||
ITEM 5. Other Information
The information set forth below is included for the purpose of providing disclosure under “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of Form 8-K.
(e) At its October 24, 2025 meeting, the Compensation Committee of the Board of Directors of the Company approved the Illinois Tool Works Inc. 2026 Executive Contributory Retirement Income Plan (the "2026 Plan") which will replace the Illinois Tools Works Inc. Executive Contributory Retirement Income Plan (the "Existing Plan"), as restated and amended, as of January 1, 2026. The terms of the 2026 Plan are substantially the same as the Existing Plan but include certain administrative changes. Under the 2026 Plan, similar to the Existing Plan, certain executives may elect to defer a portion of their salary and/or executive cash incentive payments and receive matching contributions they would otherwise receive if such deferrals had been made under the Company's tax-qualified Savings and Investment Plan, without regard to IRS imposed limits. Amounts deferred and related Company contributions will be adjusted for deemed investment results based on an interest rate or deemed investment index or vehicle established by the Compensation Committee. The foregoing summary of the 2026 Plan is qualified by reference to the full text of the 2026 Plan, which is filed as Exhibit 10 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
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ITEM 6. Exhibits | ||||||||||||||
| Exhibit Index | ||||||||||||||
| Exhibit Number | Exhibit Description | |||||||
| 101 | The following financial and related information from the Illinois Tool Works Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 is formatted in Inline Extensible Business Reporting Language (iXBRL) and submitted electronically herewith: (i) Statement of Income, (ii) Statement of Comprehensive Income, (iii) Statement of Financial Position, (iv) Statement of Changes in Stockholders' Equity, (v) Statement of Cash Flows, and (vi) related Notes to Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities 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: | October 24, 2025 | By: | /s/ Randall J. Scheuneman | ||||||||
| Randall J. Scheuneman | |||||||||||
| Vice President & Chief Accounting Officer | |||||||||||
| (Principal Accounting Officer and Duly Authorized Officer) | |||||||||||
41
Exhibit 10
ILLINOIS TOOL WORKS INC.
2026 EXECUTIVE CONTRIBUTORY RETIREMENT INCOME PLAN
Effective January 1, 2026
ILLINOIS TOOL WORKS INC.2026
EXECUTIVE CONTRIBUTORY RETIREMENT INCOME PLAN
Illinois Tool Works Inc. hereby adopts, effective as of January 1, 2026, the Illinois Tool Works Inc. 2026 Executive Contributory Retirement Income Plan. This Plan provides Eligible Executives with an opportunity to defer certain eligible compensation and be credited with certain Company contributions with respect to services provided from and after January 1, 2026. Any compensation deferrals and Company contributions with respect to compensation earned for services before 2026 are administered in accordance with the terms and conditions of the Prior Plan which continues to be the sole governing document for such compensation deferrals and Company contributions, except as otherwise provided herein.
ARTICLE I
DEFINITIONS
1.1 “Account” means the account(s) maintained on the books of the Company for each Participant or Beneficiary pursuant to Article II. Each Account shall be comprised of separate Sub-Accounts with respect to amounts credited under the Plan for each Deferral Year.
1.2 “Annual Payment Date” means May 1 of a calendar year.
1.3 “Base Pay” means, for the applicable Deferral Year, any pay that could be deferred as “Compensation” under the SIP, assuming “Compensation” under the SIP was determined without regard to the Code Limitations and included any deferrals made under this Plan, but excluding pay otherwise defined as Incentive under this Plan.
1.4 “Beneficiary” means the person or persons so designated by a Participant pursuant to Section 3.6, which may include a trust if properly designated by a Participant.
1.5 “Board” means the Board of Directors of the Company.
1.6 “CEO” means the Chief Executive Officer of the Company.
1.7 “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.
1.8 “Code Limitations” means any one or more of the limitations and restrictions that Sections 401(a)(17), 401(k)(3), 401(m), 402(g) and 415 of the Code place on the pre-tax employee contributions and matching contributions for a Participant under the SIP.
1.9 “Committee” means the Employee Benefits Steering Committee of the Company.
1.10 “Company” means Illinois Tool Works Inc., a Delaware corporation, and any successor thereto, and any corporation or other entity that together with Illinois Tool Works Inc. is a member of a controlled group of corporations under Code Section 414(b) or a group of trades or businesses under common control pursuant to Code Section 414(c).
1.11 “Company Basic Contribution” means the contribution made by the Company to a Participant’s Account pursuant to Section 2.5.
1.12 “Company Matching Contribution” means the contribution made by the Company to a Participant’s Account pursuant to Section 2.4.
1.13 “Corporate Change” shall mean either a “Change in Ownership,” “Change in Effective Control” or a “Change of Ownership of a Substantial Portion of Assets” as defined in Section 409A and summarized herein. A “Change in Ownership” occurs on the date that any one person, or more than one person acting as a group (as defined in Section 409A), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. A “Change in Effective Control” occurs on the date that either (i) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35% or more of the total voting power of the stock of the Company; or (ii) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. A “Change of Ownership of a Substantial Portion of Assets” occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.
1.14 “Deferral Year” means any calendar year, beginning with calendar year 2026.
1.15 “Disability” means the Participant’s Separation from Service because the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under a Company-sponsored accident and health plan.
1.16 “Effective Date” means the effective date of this Plan, January 1, 2026.
1.17 “Eligible Executive” means the CEO and each other U.S.-based executive officer of the Company. In addition, the CEO may designate any other U.S.-based employees who are not executive officers of the Company as Eligible Executives for a Deferral Year, provided that an employee may be designated an Eligible Executive only if the employee is part of a “select group of management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). An executive designated as an Eligible Executive with respect to one Deferral Year need not be designated as an Eligible Executive for any subsequent Deferral Year.
1.18 “Incentive” means any performance-based bonus or other amount(s) earned by the Participant under any incentive plan sponsored by the Company that the Committee determines is eligible for deferral under the Plan.
1.19 “Participant” means an Eligible Executive who has commenced Base Pay and/or Incentive deferrals or has been credited with Company Matching Contributions and/or Company Basic Contributions under the Plan, and any other individual (other than a Beneficiary) who has an Account.
1.20 “Plan” means the Illinois Tool Works Inc. 2026 Executive Contributory Retirement Income Plan, as the same may be amended from time to time.
1.21 “Prior Plan” means the Illinois Tool Works Inc. Executive Contributory Retirement Income Plan, effective as of January 1, 2010, as amended and restated.
1.22 “Section 409A” means Section 409A of the Code.
1.23 “Separation from Service” means a Participant’s separation from service with the Company and its affiliates within the meaning of Section 409A and any related administrative policies of the Company.
1.24 “SIP” means the ITW Savings and Investment Plan.
1.25 “Sub-Account” means the portion of a Participant’s Account representing any Base Salary and Incentive deferrals, Company Matching Contributions, and Company Basic Contributions, as applicable, credited under the Plan with respect to a Deferral Year as provided herein, as adjusted thereafter in accordance with Section 2.6.
1.26 “Interest Yield” means 100 percent of the average of the monthly Moody’s Long-Term Corporate Bond Yield for the preceding calendar quarter as determined from the Moody’s Bond Record published by Moody’s Investor’s Services, Inc. (or any successor thereto), with the maximum Interest Yield pursuant to this Plan not to exceed 12 percent.
1.27 “Unforeseeable Emergency” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant, or the Participant’s spouse, Beneficiary, or dependent (as defined in Code Section 152 without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster) or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
1.28 “Vesting Service” has the meaning set forth in the SIP.
ARTICLE II
DEFERRAL ELECTIONS AND COMPANY MATCH
2.1 Deferral Elections.
(a) General. In order to participate in the Plan, an Eligible Executive must submit (according to the method prescribed by the Company) a deferral election as to Base Pay and/or Incentive prior to the first day of the Deferral Year in which the Eligible Executive will perform services related to the amount to be deferred. Such election shall be effective with respect to Base Pay and/or Incentive related to services to be performed during the Deferral Year to which the deferral election relates. Deferral elections may be amended or revoked at any time prior to the first day of the Deferral Year to which the election relates.
(b) Performance-Based Compensation. Notwithstanding the provisions of Section 2.1(a), the Committee may permit any deferral election with respect to an Incentive that qualifies as “performance-based” compensation under Section 409A to be made with respect to such Incentive on or before the date that is six months before the end of the performance period, provided that (i) the Participant provides services continuously from the later of the beginning of the performance period or the date the Incentive criteria are established through the date of the deferral election, and (ii) that in no event may an election to defer Incentive be made after such Incentive has become readily ascertainable.
(c) New Participants. An individual who first becomes an Eligible Executive during a Deferral Year and who desires to become a Participant prior to the commencement of the next Deferral Year must submit a deferral election no later than 30 days after the date that such individual becomes an Eligible Executive and/or receives notice of designation as an Eligible Executive, to the extent permitted by the Committee. Any such election shall be effective with respect to Base Pay and/or Incentive related to services to be performed subsequent to the date of the election.
2.2 Minimum and Maximum Deferral. A Participant may elect to defer between 6% and 50% of the Participant’s Base Pay in 1% increments during a Deferral Year. In addition, a Participant may elect to defer between 6% and 85% of the Participant’s Incentive in 1% increments. The Company may reduce a Participant’s Incentive deferral if, and to the extent, the Participant elects to defer an amount that would not allow for payment by the Company of all FICA, federal, state and/or local income tax withholdings. The Committee may change these minimum and maximum deferral percentages for any Deferral Year as communicated in the applicable deferral election communications.
2.3 Timing of Deferral Credits. The amount of Base Pay and Incentive that a Participant elects to defer shall cause an equivalent reduction in the payment of the Participant’s Base Pay and Incentive. Base Pay and Incentive deferrals shall be credited to a Participant’s Sub-Account as of the date the deferred Base Pay or Incentive would have otherwise been paid to the Participant or as soon as reasonably practicable thereafter.
2.4 Company Matching Contributions. Each Participant who elects to defer Base Pay or Incentives for a Deferral Year shall be eligible to receive a Company Matching Contribution for each payroll period equal to the difference between (i) the Company Matching Contribution credited to the Participant under the SIP for such payroll period and (ii) the Company Matching Contribution that would have been credited under the SIP for such payroll period based on the Participant’s aggregate matchable deferrals under the SIP and this Plan (and solely with respect to the Incentive paid in 2026 with respect to services provided in 2025 or earlier, any deferrals under the Prior Plan) for the applicable payroll period assuming “Compensation” under the SIP was determined without regard to the Code Limitations and included any deferrals made under this Plan. Company Matching Contributions for a Participant shall be credited to the Participant’s Sub-Account for the applicable Deferral Year to which the related deferral of compensation relates. For example, a Company Matching Contribution calculated with respect to an Incentive payable in 2027 with respect to services provided in 2026 will be credited to the Sub-Account for the 2026 Deferral Year. Consistent with that requirement, as a transitional matter, any Company Matching Contribution calculated hereunder for an Incentive paid in 2026 with respect to services provided in 2025 or earlier shall be credited to the appropriate payment sub-account under the Prior Plan. Each Participant shall be fully and immediately vested in the Participant’s Company Matching Contributions.
2.5 Company Basic Contributions. Each Participant who is a “Group II Participant” under the SIP, including any such Group II Participants who do not elect to defer Base Pay or Incentive under Section 2.1, shall be eligible to receive a Company Basic Contribution for each payroll period during a Deferral Year equal to the difference between (i) the Company Basic Contribution credited to the Group II Participant under the SIP for such payroll period and (ii) the Company Basic Contribution that would have been credited under the SIP for such payroll period assuming “Compensation” under the SIP was determined without regard to the Code Limitations and included any deferrals made under this Plan. Company Basic Contributions shall be credited to the Participant’s Sub-Account for the applicable Deferral Year to which the related deferral of compensation relates. A Participant who receives a Company
Basic Contribution shall be fully vested in such Company Basic Contribution upon completion of three years of Vesting Service.
2.6 Account Adjustments. The Committee shall establish from time to time an interest rate or deemed investment index or vehicle pursuant to which a Participant’s Account shall be adjusted for deemed investment results until such Account is fully paid. The Committee may change such interest rate or deemed investment index or vehicle from time to time on a prospective basis. The adjustments to any Accounts as provided in this Section 2.6 shall be made from time to time at such intervals as determined by the Committee. The Committee shall communicate to Participants the method for adjustments under this Section 2.6 in effect from time to time. As of the Effective Date and unless and until the Committee determines otherwise, a Participant’s Account shall be adjusted for deemed investment results using the Interest Yield applied in the same manner as under the Prior Plan.
ARTICLE III
PAYMENT OF BENEFITS
3.1 Payment Events. A Participant’s Account, to the extent vested, shall become payable on the first to occur of the Participant’s death, Disability, or Separation from Service, with each applicable Sub-Account payable at the time and in the form elected by the Participant in accordance with Section 3.2 and subject to the other terms and conditions of this Article III.
3.2 Payment Elections. A Participant shall elect the time and form of payment that shall apply to the Sub-Account for a Deferral Year coincident with the deferral elections under Section 2.1 above for the Deferral Year, as follows:
3.2.1 Separation from Service: In case of a payment due to the Participant’s Separation from Service, the election shall specify:
(a) the form of payment in which that Sub-Account shall be paid, which may be either a lump sum or annual installments over two to 10 years, and
(b) a payment commencement date, which shall be (i) the first Annual Payment Date that follows the Participant’s Separation from Service or (ii) the Annual Payment Date of the year elected by the Participant, provided that such year (A) commences after the Participant’s Separation from Service and (B) is no later than 25 years following the Deferral Year. For the avoidance of doubt, if the Participant elects to commence payments in a specified year and the Participant has not had a Separation from Service before the Annual Payment Date for that specified year, the payment commencement date shall be the first Annual Payment Date that follows the Participant’s Separation from Service (and the form of payment shall be as elected under Section 3.2.1(a)).
If the Participant fails to properly make an election as to the time and form of payment with respect to payments following a Separation from Service, payment shall be in the form of a lump sum. If the Participant fails to properly make an election as to the payment commencement date, the payment commencement date shall be the first Annual Payment Date that follows the Participant’s Separation from Service.
3.2.2 Death or Disability.
(a) In the event of a Participant’s Disability or death prior to the payment commencement date in Section 3.2.1(b) above, or in the case of a Participant’s Disability or death prior to the complete distribution of one or more Sub-Accounts, each of the Participant’s Sub-Accounts shall be distributed in the form of a lump sum on the first Annual Payment Date that follows the Participant’s Disability or death, as applicable.
(b) Notwithstanding the terms of Section 3.2.2(a), a Participant may elect at the time that such Participant is first eligible to make an initial deferral election under the Plan, that in the event of the Participant’s Disability or death, each Sub-Account will be paid to the Participant or the Participant’s Beneficiary, as applicable, in the same form and upon same payment schedule as elected by the Participant in the event of Participant’s Separation from Service pursuant to section 3.2.1 above.
3.3 Annual Payments. For a lump sum payment payable due to a Participant’s death, Disability, Separation from Service, or a later elected commencement date, the lump sum payment shall be made as of the first Annual Payment Date after the applicable payment event in an amount equal to the balance of the Sub-Account as of the applicable Annual Payment Date. For installment payments payable upon a Participant’s Separation from Service or later elected commencement date (or payable upon death or Disability based on any such elections), the first installment payment shall be made as of the first Annual Payment Date after the applicable payment event, and each subsequent installment shall be made as of each subsequent Annual Payment Date during the applicable installment payment period. The amount of each installment payment shall equal the balance of the Sub-Account as of the applicable Annual Payment Date divided by the number of remaining installments (including the installment then payable). Payments shall be made on or as soon as administratively practicable after the applicable Annual Payment Date, provided that payments will be delayed for certain key employees to the extent necessary to comply with Section 409A as provided by Section 3.4(c) below.
3.4 Additional Payment Rules.
(a) Change to Prior Election. A Participant may elect to change a form of payment previously elected with respect to any of the Participant’s Sub-Accounts, or to elect another payment commencement date that is subsequent to Separation from Service, provided (i) such new election does not take effect until at least 12 months after the date the election is made, (ii) if commencement of payment is not related to the Participant’s Separation from Service on account of Disability or death, the first payment with respect to which such new election is effective is deferred for a period of five years from the date such payment would otherwise have commenced, and (iii) if a Participant previously elected a payment commencement date that is subsequent to Separation from Service, a change to that date may not be made within the 12-month period prior to such date. The Committee may, in its discretion, prohibit or otherwise limit any such elections that would have the effect of delaying payments beyond the 25th year following the applicable Deferral Year or more than 10 years beyond the first Annual Payment Date following a Participant’s Separation from Service.
(b) Company Basic Contribution Participants. In the event that an Eligible Executive elects not to defer Base Pay and/or Incentive under Section 2.1(a) but is a Group II Participant under the SIP and eligible to receive Company Basic Contributions pursuant to Section 2.5, such Eligible Executive shall be considered a Participant for purposes of this Plan and shall have the opportunity to make a form and commencement of payment election with respect to such Eligible Executive’s Sub-Accounts in accordance with the timing rules for deferral elections set forth in Section 2.1.
(c) Key Employees. Notwithstanding any provision herein to the contrary and to the extent necessary to comply with Section 409A, for a Participant who is a key employee (as defined in Section 409A), any amount payable due to the Participant’s Separation from Service shall be paid at the later of the applicable Annual Payment Date or the first day of the seventh month following the date of the Participant’s Separation from Service (or the date of the Participant’s death, if earlier). The Participant’s Sub-Account shall continue to be adjusted in accordance with Section 2.6 during any such period of delayed payment required by Section 409A.
3.5 Emergency Benefit. In the event that the Company, upon a request by a Participant according to the method prescribed by the Company, determines in its sole discretion, that the Participant has suffered an Unforeseeable Emergency, the Company may pay to the Participant, as soon as practicable following such determination, an amount, not in excess of the Participant’s Account, necessary to satisfy the emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the payment, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship), or by cessation of deferrals under the Plan.
3.6 Payment to Beneficiary. If a Participant dies prior to the commencement or completion of payments, then the Participant’s Account shall be paid (or continue to be paid in the case of installment payments that had previously commenced) to the Participant’s Beneficiary based on the time and form of payment elected under Section 3.2.2 applicable in case of the Participant’s death. The Participant may designate (or change) a Beneficiary according to the method prescribed by the Company. If no designation is in effect or if an existing designation is determined to be invalid or ineffective at the time any payments under this Plan become due, the Beneficiary shall be the spouse of the Participant, or if no spouse is then living, the Participant’s estate.
3.7 Small Benefits. Notwithstanding anything in this Article III to the contrary, if the vested balance of a Participant’s Account in this Plan is $50,000 or less on the Participant’s Separation from Service, the Participant’s entire vested Account in this Plan shall be paid in a lump sum to the Participant or the Participant’s Beneficiary on the next occurring Annual Payment Date following the Participant’s Separation from Service in full settlement of the Participant’s benefits under this Plan.
3.8 Forfeiture of Benefits. If, prior to a Corporate Change, a Participant shall be discharged for gross misconduct or a Participant or Beneficiary shall at any time, regardless of whether before or after the Participant’s Separation from Service, divulge confidential Company information to other persons or otherwise act against the business interests of the Company, the portion of the Participant’s or Beneficiary’s Account attributable to Company Basic Contributions and Company Matching Contributions may be forfeited by the Committee or the CEO.
3.9 Payment on Specified Date. For purposes of this Article III, a payment shall be treated as made (or commencing) on the applicable Annual Payment Date (or later payment date if required by Section 409A), if the payment is made (or commences) on (i) such date, (ii) a later date within the same taxable year of the Participant, or (iii) if later, by the fifteenth day of the third calendar month following such date, provided that the Participant is not permitted, directly or indirectly, to designate the taxable year of the payment.
ARTICLE IV
CLAIMS PROCEDURE
All claims for benefits under this Plan shall be made in accordance with the claims procedure set forth in the SIP, which shall be separately furnished to each Participant; provided, however, that (1) such claims procedure shall be adjusted for timing, notification and other applicable requirements in the event of a claim for Disability-related benefits in accordance with the provisions of Section 503 of ERISA and (2) all references in the SIP’s claims procedure to the “Plan Administration” or the “Appeals Committee” shall instead be deemed to refer to the Committee, whose decisions on all claims for benefits under this Plan shall be binding and final. Benefits under the Plan shall be paid only if the Committee, in its discretion, determines that a claimant is entitled to them. If a judicial proceeding is undertaken to appeal the denial of a claim or bring any other action under ERISA other than a breach of fiduciary duty claim, the evidence presented will be strictly limited to the evidence timely presented to the Committee. Consistent with the SIP, if a claimant follows the claims procedure, but his or her final appeal is denied, he or she will have one year to file a lawsuit with respect to that claim, and failure to meet the one-year deadline will extinguish his or her right to file a lawsuit with respect to that claim.
ARTICLE V
ADMINISTRATION
The Committee, which shall administer the Plan, shall have the power and duty to adopt such rules and regulations consistent with Plan terms; to maintain records concerning the Plan; to construe and interpret the Plan and resolve all questions arising under the Plan; to direct the payment of Plan benefits; and to comply with the requirements of any applicable federal or state law. The Committee may appoint any agents that it deems necessary for the effective performance of its duties and may delegate to those agents those powers and duties that the Committee deems expedient or appropriate that are not inconsistent with the intent of the Plan (such agent or agents, a “Delegate”). All decisions of the Committee or a Delegate upon all matters within the scope of their authority shall be made in the Committee’s or Delegate’s sole discretion and shall be final and conclusive on all persons, except to the extent otherwise provided by law. None of the Company, any Delegate, any employee or Board or Committee member shall be liable to any Eligible Executive, active or former Participant, Beneficiary or any other person for any claim, loss, liability or expense incurred in connection with the Plan.
ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Amendment. The Board may amend the Plan in whole or in part at any time, including without limitation an amendment to discontinue future deferrals. Any amendment shall comply with Section 409A. Specifically, no
amendment may decrease the balance of a Participant’s or Beneficiary’s Account (except as required by Section 409A).
6.2 Termination. The Board may terminate the Plan at any time, subject to the termination restrictions of Code Section 409A. Upon termination, a Participant’s or Beneficiary’s Sub-Accounts shall be paid to the Participant or Beneficiary in a lump sum upon Plan termination, provided that (i) the termination and liquidation of the Plan does not occur proximate to a downturn in the financial health of the Company; (ii) the Company terminates all non-qualified deferred compensation arrangements of the same type at the same time that this Plan is terminated; (iii) the Company makes no payments to Participants and Beneficiaries for 12 months following the Plan termination but makes all payments within 24 months of the Plan termination; and (iv) the Company adopts no new non-qualified deferred compensation arrangement of the same type for three years.
6.3 Corporate Change. The Board may terminate the Plan in conjunction with a Corporate Change, provided that (i) the Company terminates the Plan within the 30 days preceding or the 12 months following a Corporate Change; and (ii) the Company terminates all non-qualified deferred compensation arrangements of the same type at the same time that this Plan is terminated with respect to each Participant that experienced Corporate Change. Following such termination, each current Participant, former Participant and Beneficiary shall receive a lump-sum payment of such individual’s Account within the 12 months following the termination of the Plan. Account balances shall be determined as of the applicable payment date.
ARTICLE VII
MISCELLANEOUS
7.1 Corporate Successor. The Plan shall not terminate, but shall continue, upon a transfer or sale of assets of the Company or upon the reorganization, merger or consolidation of the Company into or with any other corporation or other entity; provided that it is not terminated pursuant to Section 6.3 and the transferee, purchaser or successor agrees to continue the Plan. In the event that the transferee, purchaser or successor does not continue the Plan, then the Plan shall terminate to the extent permitted under Section 6.2 and the applicable restrictions under Section 409A.
7.2 No Implied Rights. Neither the establishment of the Plan nor any amendment thereof shall be construed as giving any Participant, Beneficiary or any other person any legal or equitable right unless such right shall be specifically provided for in the Plan or conferred by specific action of the Committee in accordance with the terms and provisions of the Plan. Except as expressly provided in this Plan, the Company shall not be required or be liable to make any payment under this Plan. The provisions of this Plan document supersede and preempt any prior understandings, agreements or representations by or between the Company and any Participant or Beneficiary, written or oral, which may have related in any manner to the subject matter hereof.
7.3 No Right to Company Assets. Neither the Participant nor any other person shall acquire by reason of the Plan any right in or title to any assets, funds or property of the Company including, without limitation, any specific funds, assets or other property that the Company, in its sole discretion, may set aside in anticipation of a liability hereunder. Any benefits which become payable hereunder shall be paid from the general assets of the Company. The Participant shall have only a contractual right to the amounts, if any, payable hereunder unsecured by any asset of the Company. In order to provide for the payments hereunder, the Company has established an irrevocable trust, the assets of which are part of the Company’s general assets and therefore subject to the claims of the Company’s general creditors in the event of insolvency. To the extent any Plan-required payments are made from the trust, the Company shall have no further obligations to pay such amounts directly to the Participant or Beneficiary.
7.4 Section 409A. This Plan is intended to be administered in compliance with Section 409A and each provision of the Plan shall be interpreted consistent with Section 409A. Neither the Company, its affiliates nor any of their directors, officers or employees shall have any liability to a current or former Participant or Beneficiary in the event Section 409A applies to any benefit paid or provided pursuant to the Plan in a manner that results in adverse tax consequences for the Participant or any Beneficiary. The Administrator may unilaterally amend, modify or terminate any benefit provided under the Plan if it determines, in its sole discretion, that such amendment, modification or termination is necessary or advisable to comply with applicable U.S. law as a result of changes in law or regulation or to avoid the imposition of an additional tax, interest or penalty under Section 409A.
7.5 No Employment Rights. Nothing herein shall constitute a contract of employment or of continuing service or in any manner obligate the Company to continue the services of the Participant or obligate the Participant to continue in the service of the Company, or as a limitation of the right of the Company to discharge any of its employees, with or without cause.
7.6 Offset. If, at the time payments are to be made hereunder, a Participant or Beneficiary or both are indebted or obligated to the Company, then such payments may at the discretion of the Committee be reduced by the amount of
such indebtedness or obligation in a manner and to the extent permitted by Section 409A; provided, however, that an election by the Committee not to reduce any such payments shall not constitute a waiver of its claim for such indebtedness or obligation. In the event of an overpayment of benefits under this Plan, the SIP, or any other Company-sponsored plan, the Committee may determine that all or part of the amount of the overpayment may be recovered by an offset to any payment to be made pursuant to this Plan.
7.7 Non-Assignability. Neither the Participant nor any other person shall have any voluntary or involuntary right to commute, sell, assign, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are expressly declared to be unassignable and nontransferable. No part of the amounts payable shall be, prior to actual payment, subject to the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, or be transferable by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency.
7.8 Incapacity of Recipient. If a current or former Participant or a Beneficiary is deemed by the Committee to be incapable of personally receiving any payment under the Plan, then, unless and until claim therefor shall have been made by a duly appointed guardian or other legal representative of such person, the Committee may provide for such payment or any part thereof to be made to any other person or institution providing for the care and maintenance of such person. Any such payment shall be for the account of such person and shall be a complete discharge of any liability of the Company and the Plan therefor.
7.9 Withholding of Taxes. The Company shall withhold any federal, state or local taxes applicable to any payments pursuant to the Plan. Notwithstanding any other Plan provision to the contrary, the payment of any Participant’s benefit may be accelerated by the Company to the extent of any required FICA withholdings applicable to such benefit (plus any other withholdings applicable to the withheld FICA amount).
7.10 Governing Laws. Except to the extent not pre-empted by ERISA or other federal law, the Plan shall be construed and administered according to the laws of the State of Illinois.
7.11 Severability. Whenever possible, each provision of this Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Plan or the validity, legality or enforceability of such provision in any other jurisdiction, but this Plan shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
ILLINOIS TOOL WORKS INC.
As evidence of the adoption of the Plan, the Compensation Committee, as authorized by the Board of Directors of the Company, has caused this document to be executed by a duly authorized officer as of: October 24, 2025
By: /s/ Mary K. Lawler, Senior Vice President, Chief Human Resources Officer
Exhibit 31
Rule 13a-14(a) Certification
I, Christopher A. O'Herlihy, certify that:
1.I have reviewed this report on Form 10-Q of Illinois Tool Works Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | October 24, 2025 | /s/ Christopher A. O'Herlihy | |||||||||
| Christopher A. O'Herlihy | |||||||||||
| President & Chief Executive Officer | |||||||||||
Exhibit 31
Rule 13a-14(a) Certification
I, Michael M. Larsen, certify that:
1.I have reviewed this report on Form 10-Q of Illinois Tool Works Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | October 24, 2025 | /s/ Michael M. Larsen | |||||||||
| Michael M. Larsen | |||||||||||
| Senior Vice President & Chief Financial Officer | |||||||||||
Exhibit 32
Section 1350 Certification
The following statement is being made to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.
Each of the undersigned hereby certifies that the Quarterly Report on Form 10-Q for the period ended September 30, 2025 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
| Dated: | October 24, 2025 | /s/ Christopher A. O'Herlihy | |||||||||
| Christopher A. O'Herlihy | |||||||||||
| President & Chief Executive Officer | |||||||||||
| Dated: | October 24, 2025 | /s/ Michael M. Larsen | |||||||||
| Michael M. Larsen | |||||||||||
| Senior Vice President & Chief Financial Officer | |||||||||||