[8-K] Illinois Tool Works Inc. Reports Material Event

Rhea-AI Filing Summary

Form 8-K (dated 30 Jul 2025) reports that Illinois Tool Works (ITW) released its Q2 2025 results via the press release furnished as Exhibit 99.1. The filing itself does not repeat revenue, EPS or cash-flow figures, directing investors to the exhibit for full detail.

Management reiterates two principal non-GAAP metrics: Free Cash Flow—defined as operating cash flow minus capex—to evaluate capacity for dividends, buybacks, acquisitions and debt pay-downs; and After-tax ROIC—operating income after taxes divided by average invested capital—to measure capital efficiency. Reconciliations to the nearest GAAP measures are provided in the press release.

The company also discloses adjustments that exclude discrete tax benefits of $21 million (Q1-25) and $121 million (Q3-24), plus effects from an inventory accounting change and the Wilsonart stake sale, to enhance comparability of trailing twelve-month diluted EPS.

Insights

Financial Analyst

TL;DR Neutral 8-K: ITW announces Q2 results, emphasises FCF and ROIC metrics; no numbers included in filing.

The 8-K is routine and primarily serves as a delivery vehicle for the Q2 2025 press release. While earnings and cash-flow figures are withheld from the body of the filing, management highlights Free Cash Flow and After-tax ROIC as core performance gauges and details their reconciliations. Adjustments for discrete tax benefits and one-time items aim to improve period-over-period comparability. Absent hard data, the filing is informational rather than market-moving, leaving investors to evaluate the actual exhibit for quantitative insight.

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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): July 30, 2025

_________________________

ILLINOIS TOOL WORKS INC.

(Exact name of registrant as specified in its charter)

Delaware

1-4797

36-1258310

(State or other jurisdiction of incorporation)

(Commission File No.)

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

155 Harlem Avenue

Glenview

IL

60025

(Address of principal executive offices)

(Zip Code)

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

Not Applicable

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

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

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

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

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

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

Emerging growth company  ☐

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

Item 2.02    Results of Operations and Financial Condition

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

The Company presented diluted net income per share for the 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 July 30, 2025 (furnished pursuant to Item 2.02).
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

						ILLINOIS TOOL WORKS INC.
Dated: July 30, 2025						By: /s/ Michael M. Larsen
						Michael M. Larsen
						Senior Vice President & Chief Financial Officer

FAQ

What did Illinois Tool Works (ITW) file on July 30, 2025?

ITW filed a Form 8-K announcing its Q2 2025 results and furnishing the related press release as Exhibit 99.1.

Why did ITW use non-GAAP metrics in its 8-K?

The company says Free Cash Flow and After-tax ROIC better illustrate cash generation and capital efficiency for investors.

Where can investors find ITW's Q2 2025 revenue and EPS figures?

Detailed numbers are included only in Exhibit 99.1, the press release attached to the 8-K.

Which discrete tax items were excluded from ITW's comparability analysis?

ITW excluded a $21 million benefit from Q1-25 and a $121 million benefit from Q3-24 when presenting adjusted metrics.

Does the 8-K mention any changes to inventory accounting?

Yes, it notes removal of the cumulative effect from a change in inventory accounting method when showing trailing EPS.