イリノイツールワークスの適時開示・決算・その他

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): July 30, 2024

_________________________

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

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
0.250% Euro Notes due 2024	ITW24A	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 July 30, 2024, Illinois Tool Works Inc. (the "Company") announced its 2024 second 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 $20 million in the second quarter of 2023 from net income and the effective tax rate for the three and six months ended June 30, 2023. 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 June 30, 2023 excluding the discrete tax benefit of $20 million in the second quarter of 2023. The Company believes this non-GAAP measure enhances 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 July 30, 2024 (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: July 30, 2024						By: /s/ Michael M. Larsen
						Michael M. Larsen
						Senior Vice President & Chief Financial Officer

EX-99.1 2 a20240630-2q24ex991pressre.htm EX-99.1 Document

Exhibit 99.1

ITW Reports Second Quarter 2024 Results

• Revenue of $4.0 billion, a decrease of 1% with flat organic growth

• Operating income of $1.05 billion, an increase of 4.5%

• Operating margin of 26.2%, an increase of 140 bps as enterprise initiatives contributed 140 bps

• GAAP EPS of $2.54, an increase of 2%; Excl. a one-time 2023 tax item, EPS increased 5%

• Narrowing full year GAAP EPS guidance to a range of $10.30 to $10.40 per share

GLENVIEW, IL., July 30, 2024 - Illinois Tool Works Inc. (NYSE: ITW) today reported its second quarter 2024 results and updated guidance for full-year 2024.

“While the demand environment continued to moderate across our portfolio, we delivered a solid quarter with strong operational execution and profitability,” said Christopher A. O’Herlihy, President and Chief Executive Officer. “Our ability to overcome near-term macro challenges and expand our margin and profitability to record levels as evidenced by margin improvement of 140 basis points to 26.2 percent and EPS growth of more than five percent, is a direct result of the focused execution by our team of dedicated ITW professionals around the world.”

“Looking ahead, we are lowering the top-end of our full year GAAP EPS guidance to reflect current levels of demand partially offset by better margin performance. We remain focused on managing and investing for the long-term as we build above-market organic growth, fueled by customer-back innovation, into a core ITW strength,” O’Herlihy concluded.

Second Quarter 2024 Results

Second quarter revenue of $4.0 billion declined by 1.2 percent as organic growth declined 0.1 percent. Foreign currency translation impact reduced revenue by 1.2 percent and acquisitions added 0.1 percent.

GAAP EPS increased 2.4 percent to $2.54 and excluding a one-time tax item in 2023, EPS increased 5.4 percent. Operating income increased 4.5 percent to $1.05 billion, a second quarter record. Operating margin improved 140 basis points to 26.2 percent, a second quarter record, as enterprise initiatives contributed 140 basis points. Operating cash flow was $687 million, and free cash flow was $571 million with a conversion of 75 percent to net income. During the quarter, the company repurchased $375 million of its own shares and the effective tax rate was 24.4 percent.

2024 Guidance

ITW is lowering the top-end of its full year GAAP EPS guidance range of $10.30 to $10.70 per share to a narrower range of $10.30 to $10.40 per share, an increase of six percent compared to the prior year at the midpoint. Based on current levels of demand and foreign currency exchange rates exiting the second quarter, the company is projecting revenue growth and organic growth to be approximately flat for 2024. ITW is raising its operating margin guidance from 26 to 27 percent to a narrower range of 26.5 to 27 percent, an increase of 165 bps at the midpoint with enterprise initiatives projected to contribute more than 100 basis points. 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 remains unchanged in the range of 24 to 24.5 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 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 2024 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 2023 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 $16.1 billion in 2023. 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				Six Months Ended
	June 30,				June 30,
In millions except per share amounts	2024		2023		2024		2023
Operating Revenue	$	4,027	$	4,074	$	8,000	$	8,093
Cost of revenue	2,262		2,344		4,407		4,685
Selling, administrative, and research and development expenses	686		690		1,362		1,365
Amortization and impairment of intangible assets	25		30		50		61
Operating Income	1,054		1,010		2,181		1,982
Interest expense	(75)		(69)		(146)		(129)
Other income (expense)	26		20		42		30
Income Before Taxes	1,005		961		2,077		1,883
Income Taxes	246		207		499		415
Net Income	$	759	$	754	$	1,578	$	1,468

Net Income Per Share:
Basic	$	2.55	$	2.49	$	5.29	$	4.83
Diluted	$	2.54	$	2.48	$	5.27	$	4.81

Cash Dividends Per Share:
Paid	$	1.40	$	1.31	$	2.80	$	2.62
Declared	$	1.40	$	1.31	$	2.80	$	2.62

Shares of Common Stock Outstanding During the Period:
Average	297.6		303.3		298.3		304.1
Average assuming dilution	298.5		304.2		299.3		305.2

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

STATEMENT OF FINANCIAL POSITION (UNAUDITED)


In millions	June 30, 2024		December 31, 2023
Assets
Current Assets:
Cash and equivalents	$	862	$	1,065
Trade receivables	3,250		3,123
Inventories	1,819		1,707
Prepaid expenses and other current assets	325		340
Total current assets	6,256		6,235

Net plant and equipment	2,011		1,976
Goodwill	4,910		4,909
Intangible assets	641		657
Deferred income taxes	448		479
Other assets	1,311		1,262
	$	15,577	$	15,518

Liabilities and Stockholders' Equity
Current Liabilities:
Short-term debt	$	2,044	$	1,825
Accounts payable	576		581
Accrued expenses	1,615		1,663
Cash dividends payable	416		419
Income taxes payable	153		187
Total current liabilities	4,804		4,675

Noncurrent Liabilities:
Long-term debt	6,429		6,339
Deferred income taxes	381		326
Noncurrent income taxes payable	—		151
Other liabilities	1,001		1,014
Total noncurrent liabilities	7,811		7,830

Stockholders' Equity:
Common stock	6		6
Additional paid-in-capital	1,636		1,588
Retained earnings	27,866		27,122
Common stock held in treasury	(24,622)		(23,870)
Accumulated other comprehensive income (loss)	(1,925)		(1,834)
Noncontrolling interest	1		1
Total stockholders' equity	2,962		3,013
	$	15,577	$	15,518

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)


Three Months Ended June 30, 2024
Dollars in millions	Total Revenue		Operating Income		Operating Margin
Automotive OEM	$	815	$	157	19.4	%
Food Equipment	667		180		27.1	%
Test & Measurement and Electronics	678		159		23.5	%
Welding	466		153		32.9	%
Polymers & Fluids	454		128		28.2	%
Construction Products	504		148		29.4	%
Specialty Products	449		144		31.9	%
Intersegment	(6)		—		—	%
Total Segments	4,027		1,069		26.6	%
Unallocated	—		(15)		—	%
Total Company	$	4,027	$	1,054	26.2	%


Six Months Ended June 30, 2024
Dollars in millions	Total Revenue		Operating Income		Operating Margin
Automotive OEM	$	1,631	$	319	19.6	%
Food Equipment	1,298		344		26.5	%
Test & Measurement and Electronics	1,374		322		23.4	%
Welding	942		309		32.8	%
Polymers & Fluids	886		239		27.0	%
Construction Products	992		291		29.4	%
Specialty Products	889		274		30.8	%
Intersegment	(12)		—		—	%
Total Segments	8,000		2,098		26.2	%
Unallocated	—		83		—	%
Total Company	$	8,000	$	2,181	27.3	%

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)


Q2 2024 vs. Q2 2023 Favorable/(Unfavorable)
Operating Revenue	Automotive OEM		Food Equipment		Test & Measurement and Electronics		Welding		Polymers & Fluids		Construction Products		Specialty Products		Total ITW
Organic	0.4	%	2.5	%	(3.1)	%	(4.7)	%	2.6	%	(3.8)	%	6.7	%	(0.1)	%
Acquisitions/ Divestitures	—	%	—	%	0.8	%	—	%	—	%	—	%	—	%	0.1	%
Translation	(1.7)	%	(0.4)	%	(0.9)	%	(0.3)	%	(3.9)	%	(0.5)	%	(0.5)	%	(1.2)	%
Operating Revenue	(1.3)	%	2.1	%	(3.2)	%	(5.0)	%	(1.3)	%	(4.3)	%	6.2	%	(1.2)	%

Q2 2024 vs. Q2 2023 Favorable/(Unfavorable)

Change in Operating Margin

Automotive OEM

Food Equipment

Test & Measurement and Electronics

Welding

Polymers & Fluids

Construction Products

Specialty Products

Total ITW

Operating Leverage

—

50 bps

(90) bps

(70) bps

50 bps

(80) bps

130 bps

—

Changes in Variable Margin & OH Costs

210 bps

(100) bps

190 bps

(50) bps

130 bps

150 bps

390 bps

140 bps

Total Organic

210 bps

(50) bps

100 bps

(120) bps

180 bps

70 bps

520 bps

140 bps

Acquisitions/
Divestitures

—

(50) bps

—

(10) bps

Restructuring/Other

50 bps

(20) bps

20 bps

50 bps

(60) bps

70 bps

10 bps

Total Operating Margin Change

260 bps

(70) bps

30 bps

(100) bps

230 bps

10 bps

590 bps

140 bps

Total Operating Margin % *

19.4%

27.1%

23.5%

32.9%

28.2%

29.4%

31.9%

26.2%

* Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets

20 bps

40 bps

190 bps

—

150 bps

10 bps

20 bps

70 bps **

** Amortization expense from acquisition-related intangible assets had an unfavorable impact of ($0.06) on GAAP earnings per share for the second quarter of 2024.

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)


H1 2024 vs. H1 2023 Favorable/(Unfavorable)
Operating Revenue	Automotive OEM		Food Equipment		Test & Measurement and Electronics		Welding		Polymers & Fluids		Construction Products		Specialty Products		Total ITW
Organic	1.9	%	0.6	%	(2.2)	%	(4.1)	%	0.9	%	(5.4)	%	6.1	%	(0.4)	%
Acquisitions/ Divestitures	—	%	—	%	0.8	%	—	%	—	%	—	%	(1.1)	%	—	%
Translation	(1.3)	%	0.1	%	(0.7)	%	(0.1)	%	(3.2)	%	(0.4)	%	—	%	(0.8)	%
Operating Revenue	0.6	%	0.7	%	(2.1)	%	(4.2)	%	(2.3)	%	(5.8)	%	5.0	%	(1.2)	%

H1 2024 vs. H1 2023 Favorable/(Unfavorable)

Change in Operating Margin

Automotive OEM

Food Equipment

Test & Measurement and Electronics

Welding

Polymers & Fluids

Construction Products

Specialty Products

Total ITW

Operating Leverage

40 bps

20 bps

(60) bps

20 bps

(90) bps

120 bps

(20) bps

Changes in Variable Margin & OH Costs

250 bps

(80) bps

80 bps

40 bps

130 bps

220 bps

300 bps

290 bps

Total Organic

290 bps

(60) bps

20 bps

(20) bps

150 bps

130 bps

420 bps

270 bps

Acquisitions/
Divestitures

—

(50) bps

—

30 bps

—

Restructuring/Other

30 bps

(10) bps

10 bps

30 bps

(30) bps

50 bps

10 bps

Total Operating Margin Change

320 bps

(70) bps

(40) bps

(10) bps

180 bps

100 bps

500 bps

280 bps

Total Operating Margin % *

19.6%

26.5%

23.4%

32.8%

27.0%

29.4%

30.8%

27.3%

* Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets

30 bps

50 bps

190 bps

—

150 bps

10 bps

20 bps

70 bps **

** Amortization expense from acquisition-related intangible assets had an unfavorable impact of ($0.13) on GAAP earnings per share for the first half of 2024.

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

GAAP to NON-GAAP RECONCILIATIONS (UNAUDITED)

AFTER-TAX RETURN ON AVERAGE INVESTED CAPITAL (UNAUDITED)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
Dollars in millions	2024			2023			2024			2023
Numerator:
Net Income	$	759		$	754		$	1,578		$	1,468
Discrete tax benefit related to the second quarter 2023	—			(20)			—			(20)
Interest expense, net of tax (1)	57			53			111			99
Other (income) expense, net of tax (1)	(20)			(15)			(32)			(23)
Operating income after taxes	$	796		$	772		$	1,657		$	1,524

Denominator:
Invested capital:
Cash and equivalents	$	862		$	922		$	862		$	922
Trade receivables	3,250			3,216			3,250			3,216
Inventories	1,819			1,921			1,819			1,921

Net plant and equipment	2,011			1,901			2,011			1,901
Goodwill and intangible assets	5,551			5,595			5,551			5,595
Accounts payable and accrued expenses	(2,191)			(2,215)			(2,191)			(2,215)
Debt	(8,473)			(8,222)			(8,473)			(8,222)
Other, net	133			(24)			133			(24)
Total net assets (stockholders' equity)	2,962			3,094			2,962			3,094
Cash and equivalents	(862)			(922)			(862)			(922)
Debt	8,473			8,222			8,473			8,222
Total invested capital	$	10,573		$	10,394		$	10,573		$	10,394

Average invested capital (2)	$	10,480		$	10,366		$	10,357		$	10,292

Net income to average invested capital (3)	29.0		%	29.1		%	30.5		%	28.5		%
After-tax return on average invested capital (3)	30.4		%	29.8		%	32.0		%	29.6		%

(1) Effective tax rate used for interest expense and other (income) expense for the three months ended June 30, 2024 and 2023 was 24.4% and 23.6%, respectively. Effective tax rate used for interest expense and other (income) expense for the six months ended June 30, 2024 and 2023 was 24.0% and 23.1%, 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 June 30, 2024 and 2023 were converted to an annual rate by multiplying the calculated return by 4. Returns for the six months ended June 30, 2024 and 2023 were converted to an annual rate by multiplying the calculated return by 2.

After-tax ROIC for the six months ended June 30, 2024 included 170 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.

A reconciliation of the tax rate for the three and six months ended June 30, 2023, excluding the second quarter 2023 discrete tax benefit of $20 million related to amended 2021 U.S. taxes, is as follows:


	Three Months Ended				Six Months Ended
	June 30, 2023				June 30, 2023
Dollars in millions	Income Taxes		Tax Rate		Income Taxes		Tax Rate
As reported	$	207	21.4	%	$	415	22.0	%
Discrete tax benefit related to the second quarter 2023	20		2.2	%	20		1.1	%
As adjusted	$	227	23.6	%	$	435	23.1	%

AFTER-TAX RETURN ON AVERAGE INVESTED CAPITAL (UNAUDITED)


	Twelve Months Ended
Dollars in millions	December 31, 2023
Numerator:
Net income	$	2,957
Discrete tax benefit related to the second quarter 2023	(20)
Interest expense, net of tax (1)	204
Other (income) expense, net of tax (1)	(38)
Operating income after taxes	$	3,103

Denominator:
Invested capital:
Cash and equivalents	$	1,065
Trade receivables	3,123
Inventories	1,707
Net plant and equipment	1,976
Goodwill and intangible assets	5,566
Accounts payable and accrued expenses	(2,244)
Debt	(8,164)
Other, net	(16)
Total net assets (stockholders' equity)	3,013
Cash and equivalents	(1,065)
Debt	8,164
Total invested capital	$	10,112

Average invested capital (2)	$	10,214

Net income to average invested capital	29.0		%
After-tax return on average invested capital	30.4		%

(1) Effective tax rate used for interest expense and other (income) expense for the year ended December 31, 2023 was 23.2%.

(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 2023 effective tax rate excluding the second quarter 2023 discrete tax benefit of $20 million related to amended 2021 U.S. taxes is as follows:


	Twelve Months Ended
	December 31, 2023
Dollars in millions	Income Taxes		Tax Rate
As reported	$	866	22.6	%
Discrete tax benefit related to the second quarter 2023	20		0.6	%
As adjusted	$	886	23.2	%

FREE CASH FLOW (UNAUDITED)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
Dollars in millions	2024			2023			2024			2023
Net cash provided by operating activities	$	687		$	790		$	1,276		$	1,518
Less: Additions to plant and equipment	(116)			(85)			(211)			(198)
Free cash flow	$	571		$	705		$	1,065		$	1,320

Net income	$	759		$	754		$	1,578		$	1,468

Net cash provided by operating activities to net income conversion rate	91		%	105		%	81		%	103		%
Free cash flow to net income conversion rate	75		%	94		%	67		%	90		%

ADJUSTED NET INCOME PER SHARE - DILUTED (UNAUDITED)


	Three Months Ended
	June 30, 2023
As reported	$	2.48
Discrete tax benefit related to the second quarter 2023	(0.07)
As adjusted	$	2.41