[8-K] ILLINOIS TOOL WORKS INC Reports Material Event

Rhea-AI Filing Summary

Illinois Tool Works (ITW) furnished an update on its business by announcing its third‑quarter 2025 results, disclosed in a press release furnished as Exhibit 99.1.

The company highlighted several non‑GAAP measures used to evaluate performance. Free cash flow is defined as net cash provided by operating activities less additions to plant and equipment. After‑tax ROIC is defined as operating income after taxes divided by average invested capital and is annualized in interim periods; it excludes net discrete tax benefits of $27 million in Q3 2025 and $21 million in Q1 2025, and excludes $121 million of net discrete tax benefits in Q3 2024 for comparability. The company also presented diluted EPS for 2024 periods excluding the sale of its noncontrolling interest in Wilsonart International Holdings LLC and the cumulative effect of a change in inventory accounting method.

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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)

Delaware

1-4797

36-1258310

(State or other jurisdiction of incorporation)

(Commission File No.)

(I.R.S. Employer Identification No.)

155 Harlem Avenue

Glenview

IL

60025

(Address of principal executive offices)

(Zip Code)

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

Not Applicable

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

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

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

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			ITW			New York Stock Exchange
0.625% Euro Notes due 2027			ITW27			New York Stock Exchange
3.250% Euro Notes due 2028			ITW28			New York Stock Exchange
2.125% Euro Notes due 2030			ITW30			New York Stock Exchange
1.00% Euro Notes due 2031			ITW31			New York Stock Exchange
3.375% Euro Notes due 2032			ITW32			New York Stock Exchange
3.00% Euro Notes due 2034			ITW34			New York Stock Exchange

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

Emerging growth company  ☐

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

Item 2.02    Results of Operations and Financial Condition

On 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 operations. For comparability, the Company also excluded the net discrete tax benefit of $27 million in the third quarter of 2025 from net income and the effective tax rate for the three and nine months ended September 30, 2025. Additionally, for comparability, the Company also excluded the discrete tax benefit of $21 million in the first quarter of 2025 from net income and the effective tax rate for the nine months ended September 30, 2025. Also, for comparability, the Company excluded the net discrete tax benefit of $121 million in the third quarter of 2024 from net income and the effective tax rate for the three and nine months ended September 30, 2024, and for the twelve months ended December 31, 2024. Total invested capital represents the net assets of the Company, other than cash and equivalents and outstanding debt which do not represent capital investment in the Company's operations. The most comparable GAAP measure to operating income after taxes is net income. Calculations of net income to average invested capital and After-tax ROIC are included in the press release furnished as Exhibit 99.1.

The Company presented diluted net income per share for the three months ended September 30, 2024 excluding the impact of the sale of the Company's noncontrolling interest in Wilsonart International Holdings LLC. The Company also presented diluted net income per share for the twelve months ended December 31, 2024 excluding the cumulative effect of a change in inventory accounting method and the impact of the sale of the Company's noncontrolling interest in Wilsonart International Holdings LLC. The Company believes these non-GAAP measures enhance investors' understanding of the Company's underlying financial performance and improves comparability with other periods. A reconciliation of this non-GAAP measure to diluted net income per share is included in the press release furnished as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits

(d)			Exhibits
			Exhibit Number						Exhibit Description
			99.1						Press Release issued by Illinois Tool Works Inc. dated October 24, 2025 (furnished pursuant to Item 2.02).
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

						ILLINOIS TOOL WORKS INC.
Dated: October 24, 2025						By: /s/ Michael M. Larsen
						Michael M. Larsen
						Senior Vice President & Chief Financial Officer

FAQ

What did ITW (ITW) announce in this filing?

ITW announced its third‑quarter 2025 results, furnished in Exhibit 99.1.

Which non‑GAAP measures does ITW emphasize?

ITW highlights free cash flow and After‑tax ROIC as key non‑GAAP metrics.

How does ITW define free cash flow?

Free cash flow equals net cash provided by operating activities minus additions to plant and equipment.

How does ITW define After‑tax ROIC?

After‑tax ROIC equals operating income after taxes divided by average invested capital, annualized for interim periods.

What discrete tax items were excluded for comparability?

ITW excluded net discrete tax benefits of $27 million in Q3 2025, $21 million in Q1 2025, and $121 million in Q3 2024.

Did ITW adjust EPS for special items?

Yes. ITW presented 2024 diluted EPS excluding the sale of its noncontrolling interest in Wilsonart International Holdings LLC and the cumulative effect of a change in inventory accounting method.

Where can I find the detailed results?

Details are in Exhibit 99.1, the press release dated October 24, 2025.