Cover and table of contents

8K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-4797

ILLINOIS TOOL WORKS INC**.**

(Exact Name of Registrant as Specified in its Charter)

Delaware36-1258310
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
155 Harlem AvenueGlenviewIllinois60025
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (847) 724-7500

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2019 was approximately $45.6 billion based on the New York Stock Exchange closing sales price as of June 30, 2019.

Shares of Common Stock outstanding at January 31, 2020: 318,864,237.

Documents Incorporated by Reference

Portions of the 2020 Proxy Statement for Annual Meeting of Stockholders to be held on May 8, 2020.Part III
Table of Contents
PART I
Item 1.Business3
Item 1A.Risk Factors9
Item 1B.Unresolved Staff Comments14
Item 2.Properties14
Item 3.Legal Proceedings14
Item 4.Mine Safety Disclosures14
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities15
Item 6.Selected Financial Data16
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations17
Item 7A.Quantitative and Qualitative Disclosures About Market Risk38
Item 8.Financial Statements and Supplementary Data39
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure76
Item 9A.Controls and Procedures76
Item 9B.Other Information76
PART III
Item 10.Directors, Executive Officers and Corporate Governance77
Item 11.Executive Compensation77
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters77
Item 13.Certain Relationships and Related Transactions, and Director Independence77
Item 14.Principal Accounting Fees and Services77
PART IV
Item 15.Exhibits and Financial Statement Schedules78
Item 16.Form 10-K Summary81
Signatures82

PART I

Next: Item 1. Business