8-K

ILLINOIS TOOL WORKS INC (ITW)

8-K 2022-02-03 For: 2022-02-03
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 3, 2022

_________________________

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware 1-4797 36-1258310
(State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
155 Harlem Avenue Glenview IL 60025
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 847-724-7500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Emerging growth company  ☐

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

Item 2.02    Results of Operations and Financial Condition

On February 3, 2022, Illinois Tool Works Inc. (the "Company") announced its 2021 fourth quarter results of operations in the press release furnished as Exhibit 99.1.

Non-GAAP Financial Measures

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

The Company uses after-tax return on average invested capital ("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 discrete tax benefit of $21 million in the third quarter of 2021 and the discrete tax benefit of $112 million in the second quarter of 2021 from net income and the effective tax rate for the year ended December 31, 2021. 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. Calculations of net income to average invested capital and After-tax ROIC are included in the press release furnished as Exhibit 99.1.

The Company presented diluted net income per share for the twelve months ended December 31, 2021 excluding the impact of the discrete tax benefits of $21 million in the third quarter of 2021 and $112 million in the second quarter of 2021. The Company believes this non-GAAP measure enhances investors' understanding of the Company's underlying financial performance and improves comparability with other annual periods. A reconciliation of this non-GAAP measure to diluted net income per share is included in the press release furnished as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits
Exhibit Number Exhibit Description
99.1 Press Release issued by Illinois Tool Works Inc. dated February 3, 2022 (furnished pursuant to Item 2.02).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

ILLINOIS TOOL WORKS INC.
Dated: February 3, 2022 By: /s/ Michael M. Larsen
Michael M. Larsen
Senior Vice President & Chief Financial Officer

Document

Exhibit 99.1

ITW Reports Fourth Quarter and Full Year 2021 Results

Fourth Quarter 2021 Highlights

•Total revenue of $3.7 billion, an increase of 6% with organic growth of 5%

•Operating margin of 22.7% as enterprise initiatives contributed 110 bps

•GAAP EPS of $1.93 including $(0.02) of MTS acquisition impact

Full Year 2021 Highlights

•Total revenue of $14.5 billion, an increase of 15% with organic growth of 12%

•Operating income of $3.5 billion, an increase of 21%

•Operating margin of 24.1%, an increase of 120 bps as enterprise initiatives contributed 110 bps

•Record GAAP EPS of $8.51, an increase of 28%

Full Year 2022 Guidance (including MTS)

•Total revenue growth of 7.5 to 10.5% with organic growth of 6 to 9%

•Operating margin of 24 to 25% with enterprise initiatives contributing 100 bps

•GAAP EPS of $8.90 to $9.30, an increase of 5 to 9% or 10 to 15% excluding 2021 one-time tax items

GLENVIEW, IL., February 3, 2022 - Illinois Tool Works Inc. (NYSE: ITW) today reported its fourth quarter and full year 2021 results and initiated guidance for full year 2022.

“In the fourth quarter, we saw continued strong growth momentum as six of our seven segments delivered combined organic growth of 12 percent, while our Automotive OEM segment continued to be impacted by limitations on auto production due to component supply shortages,” said E. Scott Santi, Chairman and Chief Executive Officer. “In what remains a very challenging and volatile operating environment, our teams around the world continue to do an exceptional job of delivering for our customers, responding decisively to rapidly rising input costs, and executing our ‘Win the Recovery’ strategy to accelerate profitable market penetration and organic growth across our portfolio.”

“I want to again thank all of my ITW colleagues for their exceptional dedication and commitment to serving our customers and executing our strategy with excellence. Their performance throughout 2021 provides another compelling proof point that ITW is a company that has the enduring competitive advantages, agility, and resilience necessary to consistently deliver top-tier performance in any environment,” Santi concluded.

Fourth Quarter 2021 Results

Fourth quarter revenue grew six percent to $3.7 billion with 5.3 percent organic growth. The MTS acquisition, which closed on December 1, 2021 as previously announced, contributed 1.3 percent, partially offset by unfavorable foreign currency translation impact of 0.7 percent. Operating margin was 22.7 percent, 23.1 percent excluding 40 basis points of margin dilution impact from MTS. Enterprise initiatives contributed 110 basis points. The margin dilution impact from price/cost was 200 basis points, while pricing actions more than offset raw material cost increases on a dollar-for-dollar basis in the quarter. GAAP EPS was $1.93, including $(0.02) of MTS acquisition impact. Operating cash flow was $774 million, and free cash flow was $695 million with a conversion of 114 percent of net income. The effective tax rate for the quarter was 23.1 percent.

Full Year 2021 Results

Revenue grew 15 percent to $14.5 billion with organic growth of 12.3 percent. All seven segments delivered strong organic growth, led by Welding up 18 percent, Food Equipment up 17 percent, Test & Measurement and Electronics up 15 percent, Construction Products up 14 percent, Specialty Products and Polymers & Fluids both up 10 percent and Automotive OEM up 6 percent. The MTS acquisition contributed 0.4 percent, and foreign currency translation impact was favorable 2.3 percent.

Operating margin was 24.1 percent, an increase of 120 basis points with enterprise initiatives contributing 110 basis points. The margin dilution impact from price/cost was 150 basis points, while pricing actions more than offset raw material cost increases on a dollar-for-dollar basis for the full year. GAAP EPS was $8.51, $8.09 excluding $0.42 of favorable one-time tax items, an increase of 22 percent versus the prior year excluding these tax items. Operating cash flow was $2.6 billion, and free cash flow was $2.3 billion with a conversion of 84 percent of net income, which was below the Company’s 100 percent+ long-term target primarily due to higher working capital investments to support 15 percent revenue growth and the Company’s decision to increase inventory levels on select key raw materials, components, and finished goods to help mitigate supply chain

risk and sustain customer service levels. The company repurchased $1.0 billion of its own shares, and the effective tax rate for the full year was 19.0 percent.

Full Year 2022 Guidance

The company is initiating full-year GAAP EPS guidance in the range of $8.90 to $9.30 per share, an increase of 10 to 15 percent, excluding the impact of the favorable one-time tax items in 2021. Total revenue growth is expected to be in the range of 7.5 to 10.5 percent with organic growth of six to nine percent. The acquisition of MTS is expected to add approximately three percent to revenue and be neutral to EPS. Foreign currency translation impact is expected to be unfavorable 1.5 percent at current exchange rates. Operating margin is expected to be in the range of 24 to 25 percent, with 100 basis points contribution from enterprise initiatives, partially offset by approximately 50 basis points each of margin dilution from MTS and price/cost. The company plans to repurchase approximately $1.5 billion of its own shares. The expected effective tax rate is in the range of 23 to 24 percent.

Non-GAAP Measures

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

Forward-looking Statement

This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, without limitation, statements regarding the duration and potential effects of the COVID-19 pandemic and global supply chain challenges, related government actions and the company’s strategy in response thereto on the company’s business, expected impact of raw material inflation, enterprise initiatives, future financial and operating performance, free cash flow and free cash flow conversion rate, organic and total revenue, operating and incremental margin, price/cost impact, diluted income per share, restructuring expenses and related benefits, expected dividend payments, expected repatriation, after-tax return on invested capital, effective tax rates, exchange rates, expected access to liquidity sources, expected capital allocation, expected timing and amount of share repurchases, end market economic and regulatory conditions, potential acquisitions and dispositions and related impact on financial results, including statements with respect to the impact of the 2021 acquisition of the MTS Test & Simulation business, and the company’s 2022 guidance. These statements are subject to certain risks, uncertainties, assumptions, and other factors that could cause actual results to differ materially from those anticipated. Such factors include those contained in ITW's Form 10-K for 2020 and subsequent reports filed with the SEC.

About Illinois Tool Works

ITW (NYSE: ITW) is a Fortune 200 global multi-industrial manufacturing leader with revenues totaling $14.5 billion in 2021. The company’s seven industry-leading segments leverage the unique ITW Business Model to drive solid growth with best-in-class margins and returns in markets where highly innovative, customer-focused solutions are required. ITW’s approximately 45,000 dedicated colleagues around the world thrive in the company’s decentralized and entrepreneurial culture. www.itw.com

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

STATEMENT OF INCOME (UNAUDITED)

Three Months Ended Twelve Months Ended
December 31, December 31,
In millions except per share amounts 2021 2020 2021 2020
Operating Revenue $ 3,679 $ 3,475 $ 14,455 $ 12,574
Cost of revenue 2,191 2,000 8,489 7,375
Selling, administrative, and research and development expenses 621 557 2,356 2,163
Amortization and impairment of intangible assets 33 35 133 154
Operating Income 834 883 3,477 2,882
Interest expense (49) (52) (202) (206)
Other income (expense) 7 (7) 51 28
Income Before Taxes 792 824 3,326 2,704
Income taxes 183 182 632 595
Net Income $ 609 $ 642 $ 2,694 $ 2,109
Net Income Per Share:
Basic $ 1.94 $ 2.03 $ 8.55 $ 6.66
Diluted $ 1.93 $ 2.02 $ 8.51 $ 6.63
Cash Dividends Per Share:
Paid $ 1.22 $ 1.14 $ 4.64 $ 4.35
Declared $ 1.22 $ 1.14 $ 4.72 $ 4.42
Shares of Common Stock Outstanding During the Period:
Average 313.6 316.7 315.1 316.9
Average assuming dilution 315.0 318.1 316.4 318.3

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

STATEMENT OF FINANCIAL POSITION (UNAUDITED)

In millions December 31, 2021 December 31, 2020
Assets
Current Assets:
Cash and equivalents $ 1,527 $ 2,564
Trade receivables 2,840 2,506
Inventories 1,694 1,189
Prepaid expenses and other current assets 313 264
Total current assets 6,374 6,523
Net plant and equipment 1,809 1,777
Goodwill 4,965 4,690
Intangible assets 972 781
Deferred income taxes 552 533
Other assets 1,405 1,308
$ 16,077 $ 15,612
Liabilities and Stockholders' Equity
Current Liabilities:
Short-term debt $ 778 $ 350
Accounts payable 585 534
Accrued expenses 1,648 1,284
Cash dividends payable 382 361
Income taxes payable 77 60
Total current liabilities 3,470 2,589
Noncurrent Liabilities:
Long-term debt 6,909 7,772
Deferred income taxes 654 588
Noncurrent income taxes payable 365 413
Other liabilities 1,053 1,068
Total noncurrent liabilities 8,981 9,841
Stockholders' Equity:
Common stock 6 6
Additional paid-in-capital 1,432 1,362
Retained earnings 24,325 23,114
Common stock held in treasury (20,636) (19,659)
Accumulated other comprehensive income (loss) (1,502) (1,642)
Noncontrolling interest 1 1
Total stockholders' equity 3,626 3,182
$ 16,077 $ 15,612

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)

Three Months Ended December 31, 2021
Dollars in millions Total Revenue Operating Income Operating Margin
Automotive OEM $ 663 $ 111 16.8 %
Food Equipment 569 130 22.9 %
Test & Measurement and Electronics 636 168 26.4 %
Welding 422 126 30.0 %
Polymers & Fluids 447 107 24.1 %
Construction Products 480 124 25.8 %
Specialty Products 467 124 26.5 %
Intersegment (5) %
Total Segments 3,679 890 24.2 %
Unallocated (56) %
Total Company $ 3,679 $ 834 22.7 % Twelve Months Ended December 31, 2021
--- --- --- --- --- --- ---
Dollars in millions Total Revenue Operating Income Operating Margin
Automotive OEM $ 2,800 $ 545 19.5 %
Food Equipment 2,078 469 22.6 %
Test & Measurement and Electronics 2,346 643 27.4 %
Welding 1,650 490 29.7 %
Polymers & Fluids 1,804 457 25.4 %
Construction Products 1,945 530 27.2 %
Specialty Products 1,854 504 27.2 %
Intersegment (22) %
Total Segments 14,455 3,638 25.2 %
Unallocated (161) %
Total Company $ 14,455 $ 3,477 24.1 %

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)

Q4 2021 vs. Q4 2020 Favorable/(Unfavorable)
Operating Revenue Automotive OEM Food Equipment Test & Measurement and Electronics Welding Polymers & Fluids Construction Products Specialty Products Total ITW
Organic (16.2) % 20.9 % 11.2 % 14.7 % 3.5 % 12.5 % 7.1 % 5.3 %
Acquisitions/ Divestitures % % 8.6 % % % (0.2) % % 1.3 %
Translation (0.9) % (0.3) % (0.6) % % (1.3) % (0.7) % (0.8) % (0.7) %
Operating Revenue (17.1) % 20.6 % 19.2 % 14.7 % 2.2 % 11.6 % 6.3 % 5.9 %
Q4 2021 vs. Q4 2020 Favorable/(Unfavorable)
--- --- --- --- --- --- --- ---
Change in Operating Margin Food Equipment Test & Measurement and Electronics Welding Polymers & Fluids Construction Products Specialty Products Total ITW
Operating Leverage 410 bps 230 bps 210 bps 70 bps 210 bps 120 bps 100 bps
Changes in Variable Margin & OH Costs (370) bps (350) bps (100) bps (200) bps (260) bps (150) bps (350) bps
Total Organic 40 bps (120) bps 110 bps (130) bps (50) bps (30) bps (250) bps
Acquisitions/ Divestitures (130) bps 10 bps (20) bps
Restructuring/Other 20 bps 30 bps (20) bps
Total Operating Margin Change 60 bps (220) bps 110 bps (130) bps (40) bps (50) bps (270) bps
Total Operating Margin % * 22.9% 26.4% 30.0% 24.1% 25.8% 26.5% 22.7%
* Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets 60 bps 160 bps 10 bps 240 bps 20 bps 70 bps 90 bps**
** Amortization expense from acquisition-related intangible assets had an unfavorable impact of (0.08) on GAAP earnings per share for the fourth quarter of 2021.

All values are in US Dollars.

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)

Full Year 2021 vs Full Year 2020 Favorable/(Unfavorable)
Operating Revenue Automotive OEM Food Equipment Test & Measurement and Electronics Welding Polymers & Fluids Construction Products Specialty Products Total ITW
Organic 5.8 % 16.7 % 15.3 % 18.1 % 10.0 % 13.6 % 9.8 % 12.3 %
Acquisitions/ Divestitures % % 2.3 % % % (0.1) % % 0.4 %
Translation 3.1 % 2.8 % 1.9 % 1.1 % 1.2 % 4.2 % 1.9 % 2.3 %
Operating Revenue 8.9 % 19.5 % 19.5 % 19.2 % 11.2 % 17.7 % 11.7 % 15.0 %
Full Year 2021 vs Full Year 2020 Favorable/(Unfavorable)
--- --- --- --- --- --- --- ---
Change in Operating Margin Food Equipment Test & Measurement and Electronics Welding Polymers & Fluids Construction Products Specialty Products Total ITW
Operating Leverage 370 bps 340 bps 260 bps 200 bps 240 bps 190 bps 250 bps
Changes in Variable Margin & OH Costs (110) bps (160) bps 10 bps (150) bps (80) bps (50) bps (150) bps
Total Organic 260 bps 180 bps 270 bps 50 bps 160 bps 140 bps 100 bps
Acquisitions/ Divestitures (40) bps
Restructuring/Other 40 bps 20 bps (10) bps 10 bps 10 bps (20) bps 20 bps
Total Operating Margin Change 300 bps 160 bps 260 bps 60 bps 170 bps 120 bps 120 bps
Total Operating Margin % * 22.6% 27.4% 29.7% 25.4% 27.2% 27.2% 24.1%
* Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets 60 bps 170 bps 10 bps 250 bps 20 bps 70 bps 90 bps**
** Amortization expense from acquisition-related intangible assets had an unfavorable impact of (0.32) on GAAP earnings per share for 2021.

All values are in US Dollars.

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

GAAP to NON-GAAP RECONCILIATIONS (UNAUDITED)

AFTER-TAX RETURN ON AVERAGE INVESTED CAPITAL (UNAUDITED)

Three Months Ended Twelve Months Ended
December 31, December 31,
Dollars in millions 2021 2020 2021 2020
Numerator:
Net income $ 609 $ 642 $ 2,694 $ 2,109
Discrete tax benefit related to the third quarter 2021 (21)
Discrete tax benefit related to the second quarter 2021 (112)
Interest expense, net of tax (1) 38 42 157 162
Other (income) expense, net of tax (1) (5) 5 (40) (22)
Operating income after taxes $ 642 $ 689 $ 2,678 $ 2,249
Denominator:
Invested capital:
Cash and equivalents $ 1,527 $ 2,564 $ 1,527 $ 2,564
Trade receivables 2,840 2,506 2,840 2,506
Inventories 1,694 1,189 1,694 1,189
Net plant and equipment 1,809 1,777 1,809 1,777
Goodwill and intangible assets 5,937 5,471 5,937 5,471
Accounts payable and accrued expenses (2,233) (1,818) (2,233) (1,818)
Debt (7,687) (8,122) (7,687) (8,122)
Other, net (261) (385) (261) (385)
Total net assets (stockholders' equity) 3,626 3,182 3,626 3,182
Cash and equivalents (1,527) (2,564) (1,527) (2,564)
Debt 7,687 8,122 7,687 8,122
Total invested capital $ 9,786 $ 8,740 $ 9,786 $ 8,740
Average invested capital (2) $ 9,421 $ 8,606 $ 9,087 $ 8,576
Net income to average invested capital (3) 25.8 % 29.9 % 29.6 % 24.6 %
After-tax return on average invested capital (3) 27.2 % 32.0 % 29.5 % 26.2 %

(1)    Effective tax rate used for interest expense and other (income) expense for the three months ended December 31, 2021 and 2020 was 23.1% and 22.1%, respectively, and 23.0% and 22.0% for the twelve months ended December 31, 2021 and 2020, 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 December 31, 2021 and 2020 were converted to an annual rate by multiplying the calculated return by 4.

A reconciliation of the 2021 effective tax rate excluding the third quarter 2021 discrete tax benefit of $21 million related to the utilization of capital losses and the second quarter 2021 discrete tax benefit of $112 million related to a change in the U.K. income tax rate is as follows:

Twelve Months Ended
December 31, 2021
Dollars in millions Income Taxes Tax Rate
As reported $ 632 19.0 %
Discrete tax benefit related to the third quarter 2021 21 0.6 %
Discrete tax benefit related to the second quarter 2021 112 3.4 %
As adjusted $ 765 23.0 %

FREE CASH FLOW (UNAUDITED)

Three Months Ended Twelve Months Ended
December 31, December 31,
Dollars in millions 2021 2020 2021 2020
Net cash provided by operating activities $ 774 $ 773 $ 2,557 $ 2,807
Less: Additions to plant and equipment (79) (68) (296) (236)
Free cash flow $ 695 $ 705 $ 2,261 $ 2,571
Net income $ 609 $ 642 $ 2,694 $ 2,109
Net cash provided by operating activities to net income conversion rate 127 % 120 % 95 % 133 %
Free cash flow to net income conversion rate 114 % 110 % 84 % 122 %

ADJUSTED NET INCOME PER SHARE - DILUTED (UNAUDITED)

Twelve Months Ended
December 31,
2021 2020
As reported $ 8.51 $ 6.63
Discrete tax benefit related to the third quarter 2021 (0.07)
Discrete tax benefit related to the second quarter 2021 (0.35)
As adjusted $ 8.09 $ 6.63
Percentage increase in adjusted net income per share - diluted 22 %