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as of 06-26-2026 3:44pm EST

$267.45
$3.15
-1.16%
Stocks Industrials Industrial Machinery/Components Nasdaq

Founded in 1912, Illinois Tool Works has become a diversified industrial manufacturer through acquisitions and innovations that follow customer needs. ITW operates through seven business segments, with no segment representing more than one-fifth of revenue. ITW's automotive OEM segment sells vehicle components; its food equipment segment sells commercial kitchen appliances; its test and measurement and electronics segment sells inspection and analysis equipment; its welding segment sells welding equipment and consumables; its polymers and fluids segment sells industrial and consumer adhesives, solvents, and coatings; its construction products segment sells building fasteners and tools; and its specialty products segment sells medical, packaging, HVAC, and airport ground equipment.

Founded: 1912 Country:
United States
United States
Employees: N/A City: GLENVIEW
Market Cap: 76.0B IPO Year: 1994
Target Price: $263.45 AVG Volume (30 days): 1.4M
Analyst Decision: Hold Number of Analysts: 11
Dividend Yield:
2.42%
Dividend Payout Frequency: semi-annual
EPS: 2.66 EPS Growth: -10.42
52 Week Low/High: $238.82 - $303.15 Next Earning Date: 04-30-2026
Revenue: $14,768,000,000 Revenue Growth: 3.17%
Revenue Growth (this year): 4.27% Revenue Growth (next year): 3.44%
P/E Ratio: 101.59 Index:
Free Cash Flow: 2.7B FCF Growth: -4.82%

AI-Powered ITW Daily Prediction

Machine learning model trained on 25+ technical indicators

Updated 2 days ago

AI Recommendation

hold
Model Accuracy: 76.14%
76.14%
Confidence

Disclaimer: This prediction is generated by an AI model and should not be considered as financial advice. Always conduct your own research and consult with financial professionals before making investment decisions.

Stock Insider Trading Activity of Illinois Tool Works Inc. (ITW)

ITW Jun 2, 2026

Avg Cost/Share

$247.99

Shares

806

Total Value

$199,879.78

Owned After

1,652

SEC Form 4

Earnings Transcripts

SEC 8-K filings with transcript text

View All
2025
Q4

Q4 2025 Earnings

8-K SELL

Feb 3, 2026 · 100% conf.

AI Prediction SELL

1D

-0.45%

$277.66

Act: +3.55%

5D

-2.56%

$271.78

Act: +5.50%

20D

-1.84%

$273.79

Act: +2.96%

Price: $278.91 Prob +5D: 0% AUC: 1.000
0000049826-26-000003

itw-202602030000049826false00000498262026-02-032026-02-030000049826us-gaap:CommonStockMemberexch:XNYS2026-02-032026-02-030000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2026-02-032026-02-030000049826itw:A3.250EuroNotesDue2028Memberexch:XNYS2026-02-032026-02-030000049826itw:A2.125EuroNotesdue2030Memberexch:XNYS2026-02-032026-02-030000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2026-02-032026-02-030000049826itw:A3.375EuroNotesDue2032Memberexch:XNYS2026-02-032026-02-030000049826itw:A3.00EuroNotesdue2034Memberexch:XNYS2026-02-032026-02-03

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, 2026


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 3.250% Euro Notes due 2028ITW28New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.375% Euro Notes due 2032ITW32New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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, 2026, Illinois Tool Works Inc. (the "Company") announced its 2025 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, 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 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 o

2025
Q3

Q3 2025 Earnings

8-K

Oct 24, 2025

0000049826-25-000050

itw-202510240000049826false00000498262025-10-242025-10-240000049826us-gaap:CommonStockMemberexch:XNYS2025-10-242025-10-240000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2025-10-242025-10-240000049826itw:A3.250EuroNotesDue2028Memberexch:XNYS2025-10-242025-10-240000049826itw:A2.125EuroNotesdue2030Memberexch:XNYS2025-10-242025-10-240000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2025-10-242025-10-240000049826itw:A3.375EuroNotesDue2032Memberexch:XNYS2025-10-242025-10-240000049826itw:A3.00EuroNotesdue2034Memberexch:XNYS2025-10-242025-10-24

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): October 24, 2025


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 3.250% Euro Notes due 2028ITW28New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.375% Euro Notes due 2032ITW32New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 October 24, 2025, Illinois Tool Works Inc. (the "Company") announced its 2025 third 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 o

2025
Q2

Q2 2025 Earnings

8-K

Jul 30, 2025

0000049826-25-000034

itw-202507300000049826false00000498262025-07-302025-07-300000049826us-gaap:CommonStockMemberexch:XNYS2025-07-302025-07-300000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2025-07-302025-07-300000049826itw:A3.250EuroNotesDue2028Memberexch:XNYS2025-07-302025-07-300000049826itw:A2.125EuroNotesdue2030Memberexch:XNYS2025-07-302025-07-300000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2025-07-302025-07-300000049826itw:A3.375EuroNotesDue2032Memberexch:XNYS2025-07-302025-07-300000049826itw:A3.00EuroNotesdue2034Memberexch:XNYS2025-07-302025-07-30

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, 2025


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 3.250% Euro Notes due 2028ITW28New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.375% Euro Notes due 2032ITW32New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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, 2025, Illinois Tool Works Inc. (the "Company") announced its 2025 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 operat

2025
Q1

Q1 2025 Earnings

8-K

Apr 30, 2025

0000049826-25-000011

itw-202504300000049826false00000498262025-04-302025-04-300000049826exch:XNYSus-gaap:CommonStockMember2025-04-302025-04-300000049826exch:XNYSitw:A0.625EuroNotesdue2027Member2025-04-302025-04-300000049826exch:XNYSitw:A3.250EuroNotesDue2028Member2025-04-302025-04-300000049826exch:XNYSitw:A2.125EuroNotesdue2030Member2025-04-302025-04-300000049826exch:XNYSitw:A1.00EuroNotesdue2031Member2025-04-302025-04-300000049826exch:XNYSitw:A3.375EuroNotesDue2032Member2025-04-302025-04-300000049826exch:XNYSitw:A3.00EuroNotesdue2034Member2025-04-302025-04-30

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)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 3.250% Euro Notes due 2028ITW28New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.375% Euro Notes due 2032ITW32New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 opera

2024
Q4

Q4 2024 Earnings

8-K

Feb 5, 2025

0000049826-25-000004

itw-202502050000049826false00000498262025-02-052025-02-050000049826us-gaap:CommonStockMemberexch:XNYS2025-02-052025-02-050000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2025-02-052025-02-050000049826itw:A3.250EuroNotesDue2028Memberexch:XNYS2025-02-052025-02-050000049826itw:A2.125EuroNotesdue2030Memberexch:XNYS2025-02-052025-02-050000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2025-02-052025-02-050000049826itw:A3.375EuroNotesDue2032Memberexch:XNYS2025-02-052025-02-050000049826itw:A3.00EuroNotesdue2034Memberexch:XNYS2025-02-052025-02-05

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 5, 2025


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 3.250% Euro Notes due 2028ITW28New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.375% Euro Notes due 2032ITW32New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 5, 2025, Illinois Tool Works Inc. (the "Company") announced its 2024 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 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 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 th

2024
Q3

Q3 2024 Earnings

8-K

Oct 30, 2024

0000049826-24-000045

itw-202410300000049826false00000498262024-10-302024-10-300000049826exch:XNYSus-gaap:CommonStockMember2024-10-302024-10-300000049826exch:XNYSitw:A0.250EuroNotesdue2024Member2024-10-302024-10-300000049826exch:XNYSitw:A0.625EuroNotesdue2027Member2024-10-302024-10-300000049826exch:XNYSitw:A3.250EuroNotesDue2028Member2024-10-302024-10-300000049826exch:XNYSitw:A2.125EuroNotesdue2030Member2024-10-302024-10-300000049826exch:XNYSitw:A1.00EuroNotesdue2031Member2024-10-302024-10-300000049826exch:XNYSitw:A3.375EuroNotesDue2032Member2024-10-302024-10-300000049826exch:XNYSitw:A3.00EuroNotesdue2034Member2024-10-302024-10-30

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): October 30, 2024


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 3.250% Euro Notes due 2028ITW28New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.375% Euro Notes due 2032ITW32New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 October 30, 2024, Illinois Tool Works Inc. (the "Company") announced its 2024 third 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

2024
Q2

Q2 2024 Earnings

8-K

Jul 30, 2024

0000049826-24-000034

itw-202407300000049826false00000498262024-07-302024-07-300000049826exch:XNYSus-gaap:CommonStockMember2024-07-302024-07-300000049826exch:XNYSitw:A0.250EuroNotesdue2024Member2024-07-302024-07-300000049826exch:XNYSitw:A0.625EuroNotesdue2027Member2024-07-302024-07-300000049826exch:XNYSitw:A3.250EuroNotesDue2028Member2024-07-302024-07-300000049826exch:XNYSitw:A2.125EuroNotesdue2030Member2024-07-302024-07-300000049826exch:XNYSitw:A1.00EuroNotesdue2031Member2024-07-302024-07-300000049826exch:XNYSitw:A3.375EuroNotesDue2032Member2024-07-302024-07-300000049826exch:XNYSitw:A3.00EuroNotesdue2034Member2024-07-302024-07-30

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)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 3.250% Euro Notes due 2028ITW28New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.375% Euro Notes due 2032ITW32New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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

2024
Q1

Q1 2024 Earnings

8-K

Apr 30, 2024

0000049826-24-000017

itw-202404300000049826false00000498262024-04-302024-04-300000049826us-gaap:CommonStockMemberexch:XNYS2024-04-302024-04-300000049826exch:XNYSitw:A0.250EuroNotesdue2024Member2024-04-302024-04-300000049826exch:XNYSitw:A0.625EuroNotesdue2027Member2024-04-302024-04-300000049826exch:XNYSitw:A2.125EuroNotesdue2030Member2024-04-302024-04-300000049826exch:XNYSitw:A1.00EuroNotesdue2031Member2024-04-302024-04-300000049826exch:XNYSitw:A3.00EuroNotesdue2034Member2024-04-302024-04-30

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, 2024


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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, 2024, Illinois Tool Works Inc. (the "Company") announced its 2024 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 cumulative effect of a change in inventory accounting method from net

2023
Q4

Q4 2023 Earnings

8-K

Feb 1, 2024

0000049826-24-000005

itw-202402010000049826false00000498262024-02-012024-02-010000049826us-gaap:CommonStockMemberexch:XNYS2024-02-012024-02-010000049826itw:A0.250EuroNotesdue2024Memberexch:XNYS2024-02-012024-02-010000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2024-02-012024-02-010000049826itw:A2.125EuroNotesdue2030Memberexch:XNYS2024-02-012024-02-010000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2024-02-012024-02-010000049826itw:A3.00EuroNotesdue2034Memberexch:XNYS2024-02-012024-02-01

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 1, 2024


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 1, 2024, Illinois Tool Works Inc. (the "Company") announced its 2023 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 $20 million in the second quarter of 202

2023
Q3

Q3 2023 Earnings

8-K

Oct 24, 2023

0000049826-23-000050

itw-202310240000049826false00000498262023-10-242023-10-240000049826exch:XNYSus-gaap:CommonStockMember2023-10-242023-10-240000049826exch:XNYSitw:A0.250EuroNotesdue2024Member2023-10-242023-10-240000049826exch:XNYSitw:A0.625EuroNotesdue2027Member2023-10-242023-10-240000049826exch:XNYSitw:A2.125EuroNotesdue2030Member2023-10-242023-10-240000049826exch:XNYSitw:A1.00EuroNotesdue2031Member2023-10-242023-10-240000049826exch:XNYSitw:A3.00EuroNotesdue2034Member2023-10-242023-10-24

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): October 24, 2023


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 October 24, 2023, Illinois Tool Works Inc. (the "Company") announced its 2023 third 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

2023
Q2

Q2 2023 Earnings

8-K

Aug 1, 2023

0000049826-23-000039

itw-202308010000049826false00000498262023-08-012023-08-010000049826us-gaap:CommonStockMemberexch:XNYS2023-08-012023-08-010000049826itw:A0.250EuroNotesdue2024Memberexch:XNYS2023-08-012023-08-010000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2023-08-012023-08-010000049826exch:XNYSitw:A2.125EuroNotesdue2030Member2023-08-012023-08-010000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2023-08-012023-08-010000049826exch:XNYSitw:A3.00EuroNotesdue2034Member2023-08-012023-08-01

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): August 1, 2023


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 August 1, 2023, Illinois Tool Works Inc. (the "Company") announced its 2023 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 fr

2023
Q1

Q1 2023 Earnings

8-K

May 2, 2023

0000049826-23-000022

itw-202305020000049826false00000498262023-05-022023-05-020000049826us-gaap:CommonStockMemberexch:XNYS2023-05-022023-05-020000049826itw:A1.25EuroNotesdue2023Memberexch:XNYS2023-05-022023-05-020000049826exch:XNYSitw:A0.250EuroNotesdue2024Member2023-05-022023-05-020000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2023-05-022023-05-020000049826exch:XNYSitw:A2.125EuroNotesdue2030Member2023-05-022023-05-020000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2023-05-022023-05-020000049826exch:XNYSitw:A3.00EuroNotesdue2034Member2023-05-022023-05-02

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): May 2, 2023


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 1.25% Euro Notes due 2023ITW23New York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 May 2, 2023, Illinois Tool Works Inc. (the "Company") announced its 2023 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.

2022
Q4

Q4 2022 Earnings

8-K

Feb 2, 2023

0000049826-23-000002

itw-202302020000049826false00000498262023-02-022023-02-020000049826exch:XNYSus-gaap:CommonStockMember2023-02-022023-02-020000049826exch:XNYSitw:A1.25EuroNotesdue2023Member2023-02-022023-02-020000049826exch:XNYSitw:A0.250EuroNotesdue2024Member2023-02-022023-02-020000049826exch:XNYSitw:A0.625EuroNotesdue2027Member2023-02-022023-02-020000049826exch:XNYSitw:A2.125EuroNotesdue2030Member2023-02-022023-02-020000049826exch:XNYSitw:A1.00EuroNotesdue2031Member2023-02-022023-02-020000049826exch:XNYSitw:A3.00EuroNotesdue2034Member2023-02-022023-02-02

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 2, 2023


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 1.25% Euro Notes due 2023ITW23New York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 2, 2023, Illinois Tool Works Inc. (the "Company") announced its 2022 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 o

2022
Q3

Q3 2022 Earnings

8-K

Oct 25, 2022

0000049826-22-000055

itw-202210250000049826false00000498262022-10-252022-10-250000049826us-gaap:CommonStockMemberexch:XNYS2022-10-252022-10-250000049826itw:A1.25EuroNotesdue2023Memberexch:XNYS2022-10-252022-10-250000049826itw:A0.250EuroNotesdue2024Memberexch:XNYS2022-10-252022-10-250000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2022-10-252022-10-250000049826itw:A2.125EuroNotesdue2030Memberexch:XNYS2022-10-252022-10-250000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2022-10-252022-10-250000049826itw:A3.00EuroNotesdue2034Memberexch:XNYS2022-10-252022-10-25

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): October 25, 2022


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 1.25% Euro Notes due 2023ITW23New York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 October 25, 2022, Illinois Tool Works Inc. (the "Company") announced its 2022 third 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 measure 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 oper

2022
Q2

Q2 2022 Earnings

8-K

Aug 2, 2022

0000049826-22-000043

itw-202208020000049826false00000498262022-08-022022-08-020000049826us-gaap:CommonStockMemberexch:XNYS2022-08-022022-08-020000049826itw:A1.25EuroNotesdue2023Memberexch:XNYS2022-08-022022-08-020000049826exch:XNYSitw:A0.250EuroNotesdue2024Member2022-08-022022-08-020000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2022-08-022022-08-020000049826itw:A2.125EuroNotesdue2030Memberexch:XNYS2022-08-022022-08-020000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2022-08-022022-08-020000049826itw:A3.00EuroNotesdue2034Memberexch:XNYS2022-08-022022-08-02

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): August 2, 2022


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 1.25% Euro Notes due 2023ITW23New York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 August 2, 2022, Illinois Tool Works Inc. (the "Company") announced its 2022 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 opera

2022
Q1

Q1 2022 Earnings

8-K

May 3, 2022

0000049826-22-000009

itw-202205030000049826false00000498262022-05-032022-05-030000049826us-gaap:CommonStockMemberexch:XNYS2022-05-032022-05-030000049826itw:A1.25EuroNotesdue2023Memberexch:XNYS2022-05-032022-05-030000049826itw:A0.250EuroNotesdue2024Memberexch:XNYS2022-05-032022-05-030000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2022-05-032022-05-030000049826itw:A2.125EuroNotesdue2030Memberexch:XNYS2022-05-032022-05-030000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2022-05-032022-05-030000049826itw:A3.00EuroNotesdue2034Memberexch:XNYS2022-05-032022-05-03

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): May 3, 2022


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 1.25% Euro Notes due 2023ITW23New York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 May 3, 2022, Illinois Tool Works Inc. (the “Company”) announced its 2022 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.

2021
Q3

Q3 2021 Earnings

8-K

Oct 28, 2021

0000049826-21-000076

itw-202110280000049826false00000498262021-07-302021-07-300000049826exch:XNYSus-gaap:CommonStockMember2021-07-302021-07-300000049826itw:A1.75EuroNotesdue2022Memberexch:XNYS2021-07-302021-07-300000049826exch:XNYSitw:A1.25EuroNotesdue2023Member2021-07-302021-07-300000049826itw:A0.250EuroNotesdue2024Memberexch:XNYS2021-07-302021-07-300000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2021-07-302021-07-300000049826itw:A2.125EuroNotesdue2030Memberexch:XNYS2021-07-302021-07-300000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2021-07-302021-07-300000049826exch:XNYSitw:A3.00EuroNotesdue2034Member2021-07-302021-07-30

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): October 28, 2021


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 1.75% Euro Notes due 2022ITW22New York Stock Exchange 1.25% Euro Notes due 2023ITW23New York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 October 28, 2021, Illinois Tool Works Inc. (the “Company”) announced its 2021 third 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 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. Operating income and each of the invested capital balances are the GAAP amounts reported in the Company's financial statements. Operating income after taxes is a non-GAAP measure consisting of operating income as reported in the Company's financial statements less income taxes calculated based on the Company's effective tax rate for the period. For comparability, the Company excluded the discrete ta

2021
Q2

Q2 2021 Earnings

8-K

Jul 30, 2021

0000049826-21-000056

itw-202107300000049826false00000498262021-07-302021-07-300000049826us-gaap:CommonStockMemberexch:XNYS2021-07-302021-07-300000049826itw:A1.75EuroNotesdue2022Memberexch:XNYS2021-07-302021-07-300000049826itw:A1.25EuroNotesdue2023Memberexch:XNYS2021-07-302021-07-300000049826itw:A0.250EuroNotesdue2024Memberexch:XNYS2021-07-302021-07-300000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2021-07-302021-07-300000049826itw:A2.125EuroNotesdue2030Memberexch:XNYS2021-07-302021-07-300000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2021-07-302021-07-300000049826itw:A3.00EuroNotesdue2034Memberexch:XNYS2021-07-302021-07-30

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, 2021


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 1.75% Euro Notes due 2022ITW22New York Stock Exchange 1.25% Euro Notes due 2023ITW23New York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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, 2021, Illinois Tool Works Inc. (the “Company”) announced its 2021 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 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

2021
Q1

Q1 2021 Earnings

8-K

Apr 30, 2021

0000049826-21-000016

itw-202104300000049826false00000498262021-04-302021-04-300000049826exch:XNYSus-gaap:CommonStockMember2021-04-302021-04-300000049826itw:A1.75EuroNotesdue2022Memberexch:XNYS2021-04-302021-04-300000049826exch:XNYSitw:A1.25EuroNotesdue2023Member2021-04-302021-04-300000049826itw:A0.250EuroNotesdue2024Memberexch:XNYS2021-04-302021-04-300000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2021-04-302021-04-300000049826exch:XNYSitw:A2.125EuroNotesdue2030Member2021-04-302021-04-300000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2021-04-302021-04-300000049826itw:A3.00EuroNotesdue2034Memberexch:XNYS2021-04-302021-04-30

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)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 1.75% Euro Notes due 2022ITW22New York Stock Exchange 1.25% Euro Notes due 2023ITW23New York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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

2020
Q4

Q4 2020 Earnings

8-K

Feb 5, 2021

0000049826-21-000004

itw-202102050000049826false00000498262021-02-052021-02-050000049826us-gaap:CommonStockMemberexch:XNYS2021-02-052021-02-050000049826itw:A1.75EuroNotesdue2022Memberexch:XNYS2021-02-052021-02-050000049826itw:A1.25EuroNotesdue2023Memberexch:XNYS2021-02-052021-02-050000049826itw:A0.250EuroNotesdue2024Memberexch:XNYS2021-02-052021-02-050000049826itw:A0.625EuroNotesdue2027Memberexch:XNYS2021-02-052021-02-050000049826itw:A2.125EuroNotesdue2030Memberexch:XNYS2021-02-052021-02-050000049826itw:A1.00EuroNotesdue2031Memberexch:XNYS2021-02-052021-02-050000049826itw:A3.00EuroNotesdue2034Memberexch:XNYS2021-02-052021-02-05

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 5, 2021


ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware1-479736-1258310 (State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)

155 Harlem AvenueGlenviewIL60025 (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 classTrading Symbol(s)Name of each exchange on which registered Common StockITWNew York Stock Exchange 1.75% Euro Notes due 2022ITW22New York Stock Exchange 1.25% Euro Notes due 2023ITW23New York Stock Exchange 0.250% Euro Notes due 2024ITW24ANew York Stock Exchange 0.625% Euro Notes due 2027ITW27New York Stock Exchange 2.125% Euro Notes due 2030ITW30New York Stock Exchange 1.00% Euro Notes due 2031ITW31New York Stock Exchange 3.00% Euro Notes due 2034ITW34New 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 5, 2021, Illinois Tool Works Inc. (the “Company”) announced its 2020 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 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. For comparability, the Company excluded the third quarter 2019 discrete tax benefit of $21 million from the effective tax rate for the year ended December 31, 2019. 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 an

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