8-K

ILLINOIS TOOL WORKS INC (ITW)

8-K 2025-04-30 For: 2025-04-30
View Original
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): April 30, 2025

_________________________

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
0.625% Euro Notes due 2027 ITW27 New York Stock Exchange
3.250% Euro Notes due 2028 ITW28 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
3.375% Euro Notes due 2032 ITW32 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, 2025, Illinois Tool Works Inc. (the "Company") announced its 2025 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, 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 first quarter of 2025 from net income and the effective tax rate for the three months ended March 31, 2025.

Additionally, for comparability, the Company also excluded the cumulative effect of a change in inventory accounting method from net income in the first quarter of 2024. 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 twelve months ended December 31, 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. 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 three months ended March 31, 2024 excluding the cumulative effect of a change in inventory accounting method. Additionally, the Company presented diluted net income per share for the twelve months ended December 31, 2024 excluding the cumulative effect of a change in inventory accounting method and the impact of the sale of the Company's noncontrolling interest in Wilsonart International Holdings LLC. The Company believes these non-GAAP measures enhance investors' understanding of the Company's underlying financial performance and improves comparability with other 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 April 30, 2025 (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, 2025 By: /s/ Michael M. Larsen
Michael M. Larsen
Senior Vice President & Chief Financial Officer

Document

Exhibit 99.1

ITW Reports First Quarter 2025 Results

•Revenue of $3.8 billion, down 3.4%; organic growth down 1.6%, flat on an equal days’ basis

•Operating margin of 24.8%; Enterprise Initiatives contribute 120 bps

•GAAP EPS of $2.38, ahead of plan expectations

•Maintaining full year 2025 guidance; ongoing pricing actions offset tariff cost impacts

GLENVIEW, IL., April 30, 2025 - Illinois Tool Works Inc. (NYSE: ITW) today reported its first quarter 2025 results and maintained guidance for full year 2025.

“ITW commenced 2025 with solid execution, achieving financial results ahead of plan expectations as we continued to outperform underlying end markets,” said Christopher A. O’Herlihy, President and Chief Executive Officer. “Acknowledging the uncertain external environment, we are maintaining our full year 2025 guidance as we expect our ongoing pricing actions to offset tariff cost impacts. ITW is built to outperform in today's volatile environment. Our largely “produce where we sell” manufacturing strategy, decentralized operating culture which enables rapid “read and react” response, and diversified high-quality business portfolio all provide resilience during times of volatility and uncertainty. Our strong financial profile allows us to maintain our strategic investments and focus on driving continued progress on our long-term strategy to make above-market organic growth, fueled by Customer-back Innovation, into a core ITW strength,” O’Herlihy concluded.

First Quarter 2025 Results

First quarter revenue of $3.8 billion declined by 3.4 percent as organic revenue declined by 1.6 percent. On an equal days’ basis, organic revenue was essentially flat. Foreign currency translation impact reduced revenue by 1.8 percent.

First quarter 2024 GAAP EPS of $2.73 and operating margin of 28.4 percent included a one-time inventory accounting change which benefited EPS by $0.29 and operating margin by 300 basis points. For comparison purposes, the following year-over-year references exclude this one-time item.

GAAP EPS for the first quarter of 2025 of $2.38 declined two percent and included approximately $0.10 of headwind from higher restructuring expenses and unfavorable foreign currency translation impact. Operating margin of 24.8 percent declined 60 basis points as enterprise initiatives contributed 120 basis points, offset by higher restructuring expenses related to 80/20 Front-to-Back projects and other one-time items. Operating cash flow was $592 million, and free cash flow was $496 million with a conversion of 71 percent to net income. During the quarter, the company repurchased $375 million of its own shares. The effective tax rate was 21.7 percent which included a discrete tax benefit of $21 million related to the reversal of valuation allowances on net operating loss carryforwards.

2025 Guidance

ITW is maintaining its full year 2025 GAAP EPS guidance range of $10.15 to $10.55 per share which includes on-going pricing actions that are projected to offset tariff cost impacts. The Company is projecting revenue and organic growth of zero to two percent based on current levels of demand adjusted for incremental pricing associated with tariffs and current foreign exchange rates. Operating margin is projected to be in the range of 26.5 to 27.5 percent, with enterprise initiatives contributing 100 basis points or more. Free cash flow is expected to exceed 100 percent of net income, and the company plans to repurchase approximately $1.5 billion of its own shares. The projected effective tax rate is approximately 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. The estimated guidance of free cash flow to net income conversion rate is based on assumptions that are difficult to predict, and estimated guidance for the most directly comparable GAAP measure and a reconciliation of this forward-looking estimate to its most directly comparable GAAP estimate have been omitted due to the unreasonable efforts required in connection with such a reconciliation and the lack of reliable forward-looking cash flow information. For the same reasons, the company is unable to address the potential significance of the unavailable information, which could be material to future results.

Forward-looking Statements

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 global supply chain challenges, expected impact of inflation including raw material inflation and rising interest rates, the potential impact of tariffs, the Company’s projected

pricing actions, the impact of enterprise initiatives, future financial and operating performance, free cash flow and free cash flow to net income conversion rate, organic and total revenue, operating and incremental margin, price/cost impact, statements regarding diluted income per share, expected dividend payments, after-tax return on invested capital, effective tax rates, exchange rates, expected timing and amount of share repurchases, end market economic and regulatory conditions, the impact of recent or potential acquisitions and/or divestitures, and the Company’s 2025 guidance. These statements are subject to certain risks, uncertainties, assumptions, and other factors, which could cause actual results to differ materially from those anticipated. Important risks that could cause actual results to differ materially from the Company’s expectations include those that are detailed in ITW’s Form 10-K for 2024 and subsequent reports filed with the SEC.

About Illinois Tool Works

ITW (NYSE: ITW) is a Fortune 300 global multi-industrial manufacturing leader with revenue of $15.9 billion in 2024. 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 44,000 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 2025 2024
Operating Revenue $ 3,839 $ 3,973
Cost of revenue 2,161 2,145
Selling, administrative, and research and development expenses 706 676
Amortization and impairment of intangible assets 21 25
Operating Income 951 1,127
Interest expense (68) (71)
Other income (expense) 12 16
Income Before Taxes 895 1,072
Income Taxes 195 253
Net Income $ 700 $ 819
Net Income Per Share:
Basic $ 2.39 $ 2.74
Diluted $ 2.38 $ 2.73
Cash Dividends Per Share:
Paid $ 1.50 $ 1.40
Declared $ 1.50 $ 1.40
Shares of Common Stock Outstanding During the Period:
Average 293.6 298.9
Average assuming dilution 294.5 300.0

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

STATEMENT OF FINANCIAL POSITION (UNAUDITED)

In millions March 31, 2025 December 31, 2024
Assets
Current Assets:
Cash and equivalents $ 873 $ 948
Trade receivables 3,153 2,991
Inventories 1,663 1,605
Prepaid expenses and other current assets 348 312
Total current assets 6,037 5,856
Net plant and equipment 2,085 2,036
Goodwill 4,903 4,839
Intangible assets 572 592
Deferred income taxes 440 369
Other assets 1,431 1,375
$ 15,468 $ 15,067
Liabilities and Stockholders' Equity
Current Liabilities:
Short-term debt $ 981 $ 1,555
Accounts payable 594 519
Accrued expenses 1,477 1,576
Cash dividends payable 439 441
Income taxes payable 289 217
Total current liabilities 3,780 4,308
Noncurrent Liabilities:
Long-term debt 7,282 6,308
Deferred income taxes 127 119
Other liabilities 1,037 1,015
Total noncurrent liabilities 8,446 7,442
Stockholders' Equity:
Common stock 6 6
Additional paid-in-capital 1,705 1,669
Retained earnings 29,154 28,893
Common stock held in treasury (25,746) (25,375)
Accumulated other comprehensive income (loss) (1,878) (1,877)
Noncontrolling interest 1 1
Total stockholders' equity 3,242 3,317
$ 15,468 $ 15,067

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)

Three Months Ended March 31, 2025
Dollars in millions Total Revenue Operating Income Operating Margin
Automotive OEM $ 786 $ 151 19.3 %
Food Equipment 627 166 26.5 %
Test & Measurement and Electronics 652 139 21.4 %
Welding 472 153 32.5 %
Polymers & Fluids 429 114 26.5 %
Construction Products 443 130 29.2 %
Specialty Products 435 135 30.9 %
Intersegment (5) %
Total Segments 3,839 988 25.7 %
Unallocated (37) %
Total Company $ 3,839 $ 951 24.8 %

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)

Q1 2025 vs. Q1 2024 Favorable/(Unfavorable)
Operating Revenue Automotive OEM Food Equipment Test & Measurement and Electronics Welding Polymers & Fluids Construction Products Specialty Products Total ITW
Organic (1.2) % 1.2 % (5.4) % 0.1 % 1.7 % (7.4) % 0.9 % (1.6) %
Acquisitions/<br>Divestitures % % 0.1 % % % % % %
Translation (2.5) % (1.9) % (1.0) % (1.0) % (2.5) % (1.8) % (1.9) % (1.8) %
Operating Revenue (3.7) % (0.7) % (6.3) % (0.9) % (0.8) % (9.2) % (1.0) % (3.4) %
Q1 2025 vs. Q1 2024 Favorable/(Unfavorable)
--- --- --- --- --- --- --- ---
Change in Operating Margin Food Equipment Test & Measurement and Electronics Welding Polymers & Fluids Construction Products Specialty Products Total ITW
Operating Leverage 20 bps (150) bps 30 bps (140) bps 20 bps (30) bps
Changes in Variable Margin & OH Costs 20 bps 40 bps (50) bps 50 bps 120 bps 140 bps (290) bps
Total Organic 40 bps (110) bps (50) bps 80 bps (20) bps 160 bps (320) bps
Acquisitions/Divestitures (30) bps (10) bps
Restructuring/Other 10 bps (60) bps 30 bps (10) bps (40) bps (30) bps
Total Operating Margin Change 50 bps (200) bps (20) bps 70 bps (20) bps 120 bps (360) bps
Total Operating Margin % * 26.5% 21.4% 32.5% 26.5% 29.2% 30.9% 24.8%
* Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets 30 bps 150 bps 10 bps 150 bps 10 bps 20 bps 60 bps **
** Amortization expense from acquisition-related intangible assets had an unfavorable impact of (0.05) on GAAP earnings per share for the first quarter of 2025.

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 2025 2024
Numerator:
Net Income $ 700 $ 819
Discrete tax benefit related to the first quarter 2025 (21)
Cumulative effect of change in inventory accounting method, net of tax (1) (88)
Interest expense, net of tax (2) 52 54
Other (income) expense, net of tax (2) (9) (12)
Operating income after taxes $ 722 $ 773
Denominator:
Invested capital:
Cash and equivalents $ 873 $ 959
Trade receivables 3,153 3,238
Inventories 1,663 1,825
Net plant and equipment 2,085 1,973
Goodwill and intangible assets 5,475 5,557
Accounts payable and accrued expenses (2,071) (2,109)
Debt (8,263) (8,325)
Other, net 327 (97)
Total net assets (stockholders' equity) 3,242 3,021
Cash and equivalents (873) (959)
Debt 8,263 8,325
Total invested capital $ 10,632 $ 10,387
Average invested capital (3) $ 10,432 $ 10,249
Net income to average invested capital (4) 26.9 % 32.0 %
After-tax return on average invested capital (4) 27.7 % 30.1 %

(1)    Represents the cumulative effect of the change from the LIFO method of accounting to the FIFO method for certain U.S. businesses in the first quarter of 2024 ($117 million pre-tax, or $88 million after-tax).

(2)    Effective tax rate used for interest expense and other (income) expense for the three months ended March 31, 2025 and 2024 was 24.0% and 23.6%, respectively.

(3)    Average invested capital is calculated using the total invested capital balances at the start of the period and at the end of the periods presented.

(4)    Returns for the three months ended March 31, 2025 and 2024 were converted to an annual rate by multiplying the calculated return by 4.

A reconciliation of the tax rate for the three month period ended March 31, 2025, 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
March 31, 2025
Dollars in millions Income Taxes Tax Rate
As reported $ 195 21.7 %
Discrete tax benefit related to the first quarter 2025 21 2.3 %
As adjusted $ 216 24.0 %

AFTER-TAX RETURN ON AVERAGE INVESTED CAPITAL (UNAUDITED)

Twelve Months Ended
Dollars in millions December 31, 2024
Numerator:
Net income $ 3,488
Net discrete tax benefit related to the third quarter 2024 (121)
Interest expense, net of tax (1) 215
Other (income) expense, net of tax (1) (336)
Operating income after taxes $ 3,246
Denominator:
Invested capital:
Cash and equivalents $ 948
Trade receivables 2,991
Inventories 1,605
Net plant and equipment 2,036
Goodwill and intangible assets 5,431
Accounts payable and accrued expenses (2,095)
Debt (7,863)
Other, net 264
Total net assets (stockholders' equity) 3,317
Cash and equivalents (948)
Debt 7,863
Total invested capital $ 10,232
Average invested capital (2) $ 10,419
Net income to average invested capital 33.5 %
After-tax return on average invested capital 31.2 %

(1)    Effective tax rate used for interest expense and other (income) expense for the year ended December 31, 2024 was 23.8%.

(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 the period presented.

A reconciliation of the 2024 effective tax rate 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:

Twelve Months Ended
December 31, 2024
Dollars in millions Income Taxes Tax Rate
As reported $ 934 21.1 %
Net discrete tax benefit related to the third quarter 2024 121 2.7 %
As adjusted $ 1,055 23.8 %

FREE CASH FLOW (UNAUDITED)

Three Months Ended
March 31,
Dollars in millions 2025 2024
Net cash provided by operating activities $ 592 $ 589
Less: Additions to plant and equipment (96) (95)
Free cash flow $ 496 $ 494
Net income $ 700 $ 819
Net cash provided by operating activities to net income conversion rate 85 % 72 %
Free cash flow to net income conversion rate(1) 71 % 60 %

(1)    Excluding the impact of the cumulative effect of the change from the LIFO method of accounting to the FIFO method for certain U.S. businesses in the first quarter of 2024 ($117 million pre-tax, or $88 million after-tax), the free cash flow to net income conversion rate for the three months ended March 31, 2024 would have been 68%.

ADJUSTED NET INCOME PER SHARE - DILUTED (UNAUDITED)

Three Months Ended Twelve Months Ended
March 31, 2024 December 31, 2024
As reported $ 2.73 $ 11.71
Cumulative effect of change in inventory accounting method, net of tax (1) (0.29) (0.30)
Impact of sale of noncontrolling interest in Wilsonart (2) (1.26)
As adjusted $ 2.44 $ 10.15

(1)    Represents the cumulative effect of the change from the LIFO method of accounting to the FIFO method for certain U.S. businesses in the first quarter of 2024 ($117 million pre-tax, or $88 million after-tax).

(2)    Includes the $363 million pre-tax gain on the sale of noncontrolling interest in Wilsonart and related taxes in the third quarter of 2024.