8-K
ILLINOIS TOOL WORKS INC (ITW)
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): April 30, 2021
_________________________
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 April 30, 2021, Illinois Tool Works Inc. (the “Company”) announced its 2021 first quarter results of operations in the press release furnished as Exhibit 99.1.
Non-GAAP Financial Measures
The Company uses free cash flow to measure cash flow generated by operations that is available for dividends, share repurchases, acquisitions and debt repayment. The Company believes this non-GAAP financial measure is useful to investors in evaluating the Company’s financial performance and measures the Company's ability to generate cash internally to fund Company initiatives. Free cash flow represents net cash provided by operating activities less additions to plant and equipment. Free cash flow is a measurement that is not the same as net cash flow from operating activities per the statement of cash flows and may not be consistent with similarly titled measures used by other companies. A reconciliation of free cash flow to net cash provided by operating activities is included in the press release furnished as Exhibit 99.1.
The Company uses after-tax return on average invested capital ("After-tax ROIC") to measure the effectiveness of its operations' use of invested capital to generate profits. After-tax ROIC is a non-GAAP financial measure that the Company believes is a meaningful metric to investors in evaluating the Company's financial performance and may be different than the method used by other companies to calculate After-tax ROIC. Average invested capital represents the net assets of the Company, excluding cash and equivalents and outstanding debt, which are excluded as they do not represent capital investment in the Company's operations. Average invested capital is calculated using balances at the start of the period and at the end of each quarter. A calculation of After-tax ROIC is included in the press release furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | |
|---|---|---|
| Exhibit Number | Exhibit Description | |
| 99.1 | Press Release issued by Illinois Tool Works Inc. dated April 30, 2021 (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: April 30, 2021 | By: /s/ Michael M. Larsen |
| Michael M. Larsen | |
| Senior Vice President & Chief Financial Officer |
Document
Exhibit 99.1
ITW Reports Record First Quarter 2021 Results
•Total revenue of $3.5 billion, an increase of 10%
•Organic growth of 6%, 8% on an equal days’ basis
•Record Q1 financial performance:
–Operating income of $905 million, an increase of 19%
–Operating margin of 25.5%, an increase of 190 basis points
–GAAP EPS of $2.11, an increase of 19%
–After-tax ROIC of 32.1%
•Raising full year GAAP EPS guidance by $0.60 to a range of $8.20 to $8.60 per share
GLENVIEW, IL., April 30, 2021 - Illinois Tool Works Inc. (NYSE: ITW) today reported its first quarter 2021 results.
“We saw continued improvement in the demand environment across a broad cross section of our business portfolio in the first quarter and our teams around the world responded,” said E. Scott Santi, Chairman and Chief Executive Officer. “The combination of the ‘Win the Recovery’ actions we initiated over the course of the past year, the foundational strength of ITW’s 80/20 front-to-back business system, and our continuing progress in executing our long-term enterprise strategy allowed us to meet our customers’ increasing needs while delivering excellent profitability leverage, as evidenced by our 19 percent earnings growth, 45 percent incremental margins, and 120 basis points of margin benefit from enterprise initiatives in the quarter. While a number of significant issues and uncertainties remain on the path to recovery from the COVID-19 pandemic globally, I am confident that ITW is well-positioned to both seize the opportunities and deal with the challenges that lie ahead as we move through the balance of 2021.”
First Quarter 2021 Results
First quarter revenue of $3.5 billion increased 10 percent versus the prior year period, as organic revenue grew six percent, or eight percent when equalizing for one less shipping day in 2021 versus 2020, and foreign currency translation impact was favorable by four percent. Product Line Simplification (PLS) activities reduced organic revenue growth by 20 basis points.
GAAP EPS of $2.11 increased 19 percent. Operating income increased 19 percent to $905 million. Operating margin was 25.5 percent, an increase of 190 basis points with enterprise initiatives contributing 120 basis points. Free cash flow was $541 million, 81 percent of net income and in line with typical seasonality. After-tax return on invested capital improved to 32.1 percent compared to 27.0 percent in the prior year period. The effective tax rate for the first quarter was 22.4 percent.
Six of our seven segments delivered strong organic growth in the quarter, led by Construction Products which was up 13 percent. Test & Measurement and Electronics was up 11 percent, Polymers & Fluids up nine percent, Automotive OEM up eight percent, Specialty Products up seven percent, and Welding up six percent. While organic revenue in Food Equipment was down ten percent in Q1, we saw meaningful improvement in demand trends sequentially versus the 19 percent decline the business experienced in the fourth quarter of 2020.
2021 Guidance
Projecting full year results based on demand rates exiting the first quarter, the company now expects full year GAAP EPS of $8.20 to $8.60 per share, an increase of 27 percent at the midpoint. Organic growth is expected to be in the range of 10 to 12 percent. Revenue is expected to grow in the range of 12 to 14 percent as foreign currency translation at current exchange rates is projected to increase revenue by approximately two percent. PLS impact is forecasted to be approximately 50 basis points. Operating margin is expected to be in the range of 25 to 26 percent, with enterprise initiatives contributing approximately 100 basis points. Free cash flow is expected to be greater than 100 percent of net income. The company plans to repurchase approximately $1 billion of its shares and expects an effective tax rate of 23 to 24 percent. Guidance excludes any impact from the previously announced acquisition of the MTS Test & Simulation business.
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. The estimated guidance of Free Cash Flow conversion rate is based on assumptions that are difficult to predict, and a reconciliation of estimated Free Cash Flow to the most directly comparable GAAP measure has been omitted due to the unreasonable efforts required in connection with such a reconciliation and the lack of availability of reliable forward-looking cash flow and operating information.
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, related government actions and the company’s strategy in response thereto on the company’s business, expected impact of tariffs and raw material inflation, product line simplification activities and enterprise initiatives, future financial and operating performance, free cash flow, organic and total revenue, operating 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 anticipated acquisition of the MTS Test & Simulation business, and the company’s 2021 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.
About Illinois Tool Works
ITW (NYSE: ITW) is a Fortune 200 global multi-industrial manufacturing leader with revenues totaling $12.6 billion in 2020. 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 43,000 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 | ||||
|---|---|---|---|---|
| March 31, | ||||
| In millions except per share amounts | 2021 | 2020 | ||
| Operating Revenue | $ | 3,544 | $ | 3,228 |
| Cost of revenue | 2,039 | 1,871 | ||
| Selling, administrative, and research and development expenses | 566 | 560 | ||
| Amortization and impairment of intangible assets | 34 | 36 | ||
| Operating Income | 905 | 761 | ||
| Interest expense | (52) | (51) | ||
| Other income (expense) | 12 | 25 | ||
| Income Before Taxes | 865 | 735 | ||
| Income Taxes | 194 | 169 | ||
| Net Income | $ | 671 | $ | 566 |
| Net Income Per Share: | ||||
| Basic | $ | 2.12 | $ | 1.78 |
| Diluted | $ | 2.11 | $ | 1.77 |
| Cash Dividends Per Share: | ||||
| Paid | $ | 1.14 | $ | 1.07 |
| Declared | $ | 1.14 | $ | 1.07 |
| Shares of Common Stock Outstanding During the Period: | ||||
| Average | 316.6 | 318.3 | ||
| Average assuming dilution | 317.9 | 319.7 |
ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
STATEMENT OF FINANCIAL POSITION (UNAUDITED)
| In millions | March 31, 2021 | December 31, 2020 | ||
|---|---|---|---|---|
| Assets | ||||
| Current Assets: | ||||
| Cash and equivalents | $ | 2,484 | $ | 2,564 |
| Trade receivables | 2,662 | 2,506 | ||
| Inventories | 1,292 | 1,189 | ||
| Prepaid expenses and other current assets | 266 | 264 | ||
| Total current assets | 6,704 | 6,523 | ||
| Net plant and equipment | 1,746 | 1,777 | ||
| Goodwill | 4,632 | 4,690 | ||
| Intangible assets | 747 | 781 | ||
| Deferred income taxes | 519 | 533 | ||
| Other assets | 1,315 | 1,308 | ||
| $ | 15,663 | $ | 15,612 | |
| Liabilities and Stockholders' Equity | ||||
| Current Liabilities: | ||||
| Short-term debt | $ | 350 | $ | 350 |
| Accounts payable | 589 | 534 | ||
| Accrued expenses | 1,261 | 1,284 | ||
| Cash dividends payable | 360 | 361 | ||
| Income taxes payable | 120 | 60 | ||
| Total current liabilities | 2,680 | 2,589 | ||
| Noncurrent Liabilities: | ||||
| Long-term debt | 7,599 | 7,772 | ||
| Deferred income taxes | 637 | 588 | ||
| Noncurrent income taxes payable | 413 | 413 | ||
| Other liabilities | 1,058 | 1,068 | ||
| Total noncurrent liabilities | 9,707 | 9,841 | ||
| Stockholders' Equity: | ||||
| Common stock | 6 | 6 | ||
| Additional paid-in-capital | 1,378 | 1,362 | ||
| Retained earnings | 23,425 | 23,114 | ||
| Common stock held in treasury | (19,897) | (19,659) | ||
| Accumulated other comprehensive income (loss) | (1,638) | (1,642) | ||
| Noncontrolling interest | 2 | 1 | ||
| Total stockholders' equity | 3,276 | 3,182 | ||
| $ | 15,663 | $ | 15,612 |
ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
SEGMENT DATA (UNAUDITED)
| Three Months Ended March 31, 2021 | ||||||
|---|---|---|---|---|---|---|
| Dollars in millions | Total Revenue | Operating Income | Operating Margin | |||
| Automotive OEM | $ | 783 | $ | 189 | 24.1 | % |
| Food Equipment | 451 | 96 | 21.2 | % | ||
| Test & Measurement and Electronics | 552 | 157 | 28.4 | % | ||
| Welding | 401 | 121 | 30.3 | % | ||
| Polymers & Fluids | 435 | 112 | 25.7 | % | ||
| Construction Products | 469 | 130 | 27.6 | % | ||
| Specialty Products | 457 | 126 | 27.6 | % | ||
| Intersegment | (4) | — | — | % | ||
| Total Segments | 3,544 | 931 | 26.3 | % | ||
| Unallocated | — | (26) | — | % | ||
| Total Company | $ | 3,544 | $ | 905 | 25.5 | % |
ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
SEGMENT DATA (UNAUDITED)
| Q1 2021 vs. Q1 2020 Favorable/(Unfavorable) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Revenue | Automotive OEM | Food Equipment | Test & Measurement and Electronics | Welding | Polymers & Fluids | Construction Products | Specialty Products | Total ITW | ||||||||
| Organic | 7.6 | % | (9.6) | % | 10.7 | % | 6.2 | % | 8.8 | % | 12.8 | % | 7.3 | % | 6.1 | % |
| Acquisitions/<br>Divestitures | — | % | — | % | — | % | — | % | — | % | (0.2) | % | — | % | — | % |
| Translation | 5.0 | % | 3.1 | % | 3.3 | % | 1.3 | % | 1.9 | % | 7.6 | % | 3.1 | % | 3.7 | % |
| Operating <br>Revenue | 12.6 | % | (6.5) | % | 14.0 | % | 7.5 | % | 10.7 | % | 20.2 | % | 10.4 | % | 9.8 | % |
| Q1 2021 vs. Q1 2020 Favorable/(Unfavorable) | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||||||||
| Change in Operating Margin | Food Equipment | Test & Measurement and Electronics | Welding | Polymers & Fluids | Construction Products | Specialty Products | Total ITW | |||||||||
| Operating Leverage | (260) bps | 260 bps | 100 bps | 200 bps | 260 bps | 140 bps | 120 bps | |||||||||
| Changes in Variable Margin & OH Costs | (50) bps | 70 bps | 20 bps | (10) bps | 170 bps | 50 bps | 70 bps | |||||||||
| Total Organic | (310) bps | 330 bps | 120 bps | 190 bps | 430 bps | 190 bps | 190 bps | |||||||||
| Acquisitions/Divestitures | — | — | — | — | — | — | — | |||||||||
| Restructuring/Other | — | — | — | 20 bps | (10) bps | (60) bps | — | |||||||||
| Total Operating Margin Change | (310) bps | 330 bps | 120 bps | 210 bps | 420 bps | 130 bps | 190 bps | |||||||||
| Total Operating Margin % * | 21.2% | 28.4% | 30.3% | 25.7% | 27.6% | 27.6% | 25.5% | |||||||||
| *Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets | 70 bps | 170 bps | 10 bps | 290 bps | 20 bps | 80 bps | 100 bps ** | |||||||||
| ** Amortization expense from acquisition-related intangible assets had an unfavorable impact of (0.08) on GAAP earnings per share for the first quarter of 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 | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| Dollars in millions | 2021 | 2020 | ||||
| Operating income | $ | 905 | $ | 761 | ||
| Tax rate | 22.4 | % | 23.0 | % | ||
| Income taxes | (203) | (175) | ||||
| Operating income after taxes | $ | 702 | $ | 586 | ||
| Invested capital: | ||||||
| Trade receivables | $ | 2,662 | $ | 2,424 | ||
| Inventories | 1,292 | 1,185 | ||||
| Net assets held for sale | — | 181 | ||||
| Net plant and equipment | 1,746 | 1,704 | ||||
| Goodwill and intangible assets | 5,379 | 5,237 | ||||
| Accounts payable and accrued expenses | (1,850) | (1,593) | ||||
| Other, net | (488) | (590) | ||||
| Total invested capital | $ | 8,741 | $ | 8,548 | ||
| Average invested capital | $ | 8,740 | $ | 8,677 | ||
| After-tax return on average invested capital | 32.1 | % | 27.0 | % |
FREE CASH FLOW (UNAUDITED)
| Three Months Ended | Twelve Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | December 31, | ||||||||
| Dollars in millions | 2021 | 2020 | 2020 | ||||||
| Net cash provided by operating activities | $ | 609 | $ | 614 | $ | 2,807 | |||
| Less: Additions to plant and equipment | (68) | (60) | (236) | ||||||
| Free cash flow | $ | 541 | $ | 554 | $ | 2,571 | |||
| Net income | $ | 671 | $ | 566 | $ | 2,109 | |||
| Free cash flow to net income conversion rate | 81 | % | 98 | % | 122 | % |