Illinois Tool Works 10-Q 2023-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
			SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended			June 30, 2023
			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)

Delaware															36-1258310
(State or other jurisdiction of incorporation or organization)															(I.R.S. Employer Identification Number)
			155 Harlem Avenue			Glenview			IL						60025
(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 Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock			ITW			New York Stock Exchange
0.250% Euro Notes due 2024			ITW24A			New York Stock Exchange
0.625% Euro Notes due 2027			ITW27			New York Stock Exchange
2.125% Euro Notes due 2030			ITW30			New York Stock Exchange
1.00% Euro Notes due 2031			ITW31			New York Stock Exchange
3.00% Euro Notes due 2034			ITW34			New York Stock Exchange

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 x No o

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 and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

Large accelerated filer			x			Accelerated filer			o
Non-accelerated filer			o			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. o

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

Yes ☐ No ☒

The number of shares of registrant's common stock, $0.01 par value, outstanding at June 30, 2023: 302,390,322

			Table of Contents
			PART I - Financial Information
Item 1.			Financial Statements			3
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			14
Item 4.			Controls and Procedures			32
			PART II - Other Information
Item 1.			Legal Proceedings			34
Item 1A.			Risk Factors			34
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			34
Item 6.			Exhibits			35
Signatures						36

PART I – FINANCIAL INFORMATION

Illinois Tool Works Inc. and Subsidiaries

Statement of Income (Unaudited)

			Three Months Ended												Six Months Ended
			June 30,												June 30,
In millions except per share amounts			2023						2022						2023						2022
Operating Revenue			$	4,074					$	4,011					$	8,093					$	7,950
Cost of revenue			2,344						2,392						4,685						4,749
Selling, administrative, and research and development expenses			690						659						1,365						1,311
Amortization and impairment of intangible assets			30						34						61						69
Operating Income			1,010						926						1,982						1,821
Interest expense			(69)						(47)						(129)						(95)
Other income (expense)			20						24						30						38
Income Before Taxes			961						903						1,883						1,764
Income Taxes			207						165						415						364
Net Income			$	754					$	738					$	1,468					$	1,400
Net Income Per Share:
Basic			$	2.49					$	2.37					$	4.83					$	4.49
Diluted			$	2.48					$	2.37					$	4.81					$	4.48
Shares of Common Stock Outstanding During the Period:
Average			303.3						310.6						304.1						311.5
Average assuming dilution			304.2						311.5						305.2						312.6

The Notes to Financial Statements are an integral part of this statement.

Illinois Tool Works Inc. and Subsidiaries

Statement of Comprehensive Income (Unaudited)

			Three Months Ended												Six Months Ended
			June 30,												June 30,
In millions			2023						2022						2023						2022
Net Income			$	754					$	738					$	1,468					$	1,400
Foreign currency translation adjustments, net of tax			(16)						(210)						21						(184)
Pension and other postretirement benefit adjustments, net of tax			—						4						—						9
Other comprehensive income (loss)			(16)						(206)						21						(175)
Comprehensive Income			$	738					$	532					$	1,489					$	1,225

The Notes to Financial Statements are an integral part of this statement.

Illinois Tool Works Inc. and Subsidiaries

Statement of Financial Position (Unaudited)

In millions except per share amounts			June 30, 2023						December 31, 2022
Assets
Current Assets:
Cash and equivalents			$	922					$	708
Trade receivables			3,216						3,171
Inventories			1,921						2,054
Prepaid expenses and other current assets			345						329
Assets held for sale			—						8
Total current assets			6,404						6,270
Net plant and equipment			1,901						1,848
Goodwill			4,887						4,864
Intangible assets			708						768
Deferred income taxes			500						494
Other assets			1,252						1,178
			$	15,652					$	15,422
Liabilities and Stockholders' Equity
Current Liabilities:
Short-term debt			$	1,275					$	1,590
Accounts payable			590						594
Accrued expenses			1,625						1,728
Cash dividends payable			396						400
Income taxes payable			154						147
Liabilities held for sale			—						1
Total current liabilities			4,040						4,460
Noncurrent Liabilities:
Long-term debt			6,947						6,173
Deferred income taxes			451						484
Noncurrent income taxes payable			151						273
Other liabilities			969						943
Total noncurrent liabilities			8,518						7,873
Stockholders' Equity:
Common stock (par value of $0.01 per share):
Issued- 550.0 shares in 2023 and 2022 Outstanding- 302.4 shares in 2023 and 305.0 shares in 2022			6						6
Additional paid-in-capital			1,550						1,501
Retained earnings			26,473						25,799
Common stock held in treasury			(23,116)						(22,377)
Accumulated other comprehensive income (loss)			(1,820)						(1,841)
Noncontrolling interest			1						1
Total stockholders' equity			3,094						3,089
			$	15,652					$	15,422

The Notes to Financial Statements are an integral part of this statement.

Illinois Tool Works Inc. and Subsidiaries

Statement of Changes in Stockholders' Equity (Unaudited)

In millions except per share amounts			Common Stock			Additional Paid-in Capital			Retained Earnings			Common Stock Held in Treasury			Accumulated Other Comprehensive Income (Loss)			Non-controlling Interest			Total
Three Months ended June 30, 2023
Balance at March 31, 2023			$	6		$	1,526		$	26,115		$	(22,743)		$	(1,804)		$	1		$	3,101
Net income			—			—			754			—			—			—			754
Common stock issued for stock-based compensation			—			6			—			6			—			—			12
Stock-based compensation expense			—			18			—			—			—			—			18
Repurchases of common stock			—			—			—			(375)			—			—			(375)
Excise tax on repurchases of common stock			—			—			—			(4)			—			—			(4)
Dividends declared ($1.31 per share)			—			—			(396)			—			—			—			(396)
Other comprehensive income (loss)			—			—			—			—			(16)			—			(16)
Balance at June 30, 2023			$	6		$	1,550		$	26,473		$	(23,116)		$	(1,820)		$	1		$	3,094
Three Months Ended June 30, 2022
Balance at March 31, 2022			$	6		$	1,447		$	24,607		$	(21,008)		$	(1,471)		$	1		$	3,582
Net income			—			—			738			—			—			—			738
Common stock issued for stock-based compensation			—			—			—			1			—			—			1
Stock-based compensation expense			—			17			—			—			—			—			17
Repurchases of common stock			—			—			—			(375)			—			—			(375)
Dividends declared ($1.22 per share)			—			—			(378)			—			—			—			(378)
Other comprehensive income (loss)			—			—			—			—			(206)			—			(206)
Balance at June 30, 2022			$	6		$	1,464		$	24,967		$	(21,382)		$	(1,677)		$	1		$	3,379
Six Months Ended June 30, 2023
Balance at December 31, 2022			$	6		$	1,501		$	25,799		$	(22,377)		$	(1,841)		$	1		$	3,089
Net income			—			—			1,468			—			—			—			1,468
Common stock issued for stock-based compensation			—			14			—			17			—			—			31
Stock-based compensation expense			—			35			—			—			—			—			35
Repurchases of common stock			—			—			—			(750)			—			—			(750)
Excise tax on repurchases of common stock			—			—			—			(6)			—			—			(6)
Dividends declared ($2.62 per share)			—			—			(794)			—			—			—			(794)
Other comprehensive income (loss)			—			—			—			—			21			—			21
Balance at June 30, 2023			$	6		$	1,550		$	26,473		$	(23,116)		$	(1,820)		$	1		$	3,094
Six Months Ended June 30, 2022
Balance at December 31, 2021			$	6		$	1,432		$	24,325		$	(20,636)		$	(1,502)		$	1		$	3,626
Net income			—			—			1,400			—			—			—			1,400
Common stock issued for stock-based compensation			—			(1)			—			4			—			—			3
Stock-based compensation expense			—			33			—			—			—			—			33
Repurchases of common stock			—			—			—			(750)			—			—			(750)
Dividends declared ($2.44 per share)			—			—			(758)			—			—			—			(758)
Other comprehensive income (loss)			—			—			—			—			(175)			—			(175)
Balance at June 30, 2022			$	6		$	1,464		$	24,967		$	(21,382)		$	(1,677)		$	1		$	3,379

The Notes to Financial Statements are an integral part of this statement.

Illinois Tool Works Inc. and Subsidiaries

Statement of Cash Flows (Unaudited)

			Six Months Ended
			June 30,
In millions			2023						2022
Cash Provided by (Used for) Operating Activities:
Net income			$	1,468					$	1,400
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation			138						140
Amortization and impairment of intangible assets			61						69
Change in deferred income taxes			(5)						(60)
Provision for uncollectible accounts			4						3
(Income) loss from investments			(7)						(5)
(Gain) loss on sale of plant and equipment			(2)						(1)
(Gain) loss on sale of operations and affiliates			—						—
Stock-based compensation expense			35						33
Other non-cash items, net			(5)						1
Change in assets and liabilities, net of acquisitions and divestitures:
(Increase) decrease in-
Trade receivables			(42)						(396)
Inventories			140						(374)
Prepaid expenses and other assets			(26)						(1)
Increase (decrease) in-
Accounts payable			(4)						124
Accrued expenses and other liabilities			(105)						(27)
Income taxes			(131)						(81)
Other, net			(1)						(1)
Net cash provided by operating activities			1,518						824
Cash Provided by (Used for) Investing Activities:
Acquisition of businesses (excluding cash and equivalents)			—						(2)
Additions to plant and equipment			(198)						(155)
Proceeds from investments			7						7
Proceeds from sale of plant and equipment			5						5
Proceeds from sales of operations and affiliates			7						—
Other, net			(1)						(1)
Net cash provided by (used for) investing activities			(180)						(146)
Cash Provided by (Used for) Financing Activities:
Cash dividends paid			(798)						(762)
Issuance of common stock			40						17
Repurchases of common stock			(750)						(750)
Net proceeds from (repayments of) debt with original maturities of three months or less			(342)						635
Proceeds from debt with original maturities of more than three months			1,425						454
Repayments of debt with original maturities of more than three months			(678)						(863)
Other, net			(14)						(15)
Net cash provided by (used for) financing activities			(1,117)						(1,284)
Effect of Exchange Rate Changes on Cash and Equivalents			(7)						(42)
Cash and Equivalents:
Increase (decrease) during the period			214						(648)
Beginning of period			708						1,527
End of period			$	922					$	879
Supplementary Cash Flow Information:
Cash Paid During the Period for Interest			$	141					$	113
Cash Paid During the Period for Income Taxes, Net of Refunds			$	550					$	506

The Notes to Financial Statements are an integral part of this statement.

Illinois Tool Works Inc. and Subsidiaries

Notes to Financial Statements (Unaudited)

(1) Significant Accounting Policies

Financial Statements— The unaudited financial statements included herein have been prepared by Illinois Tool Works Inc. and Subsidiaries (the "Company"). In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for interim periods. Interim results are not necessarily indicative of results for the full year. It is suggested that these financial statements be read in conjunction with the financial statements and notes to financial statements included in the Company's 2022 Annual Report on Form 10-K. Certain reclassifications of prior year data have been made to conform with current year reporting.

(2) Divestitures

The Company routinely reviews its portfolio of businesses relative to its business portfolio criteria and evaluates if further portfolio refinements may be needed. As such, the Company may commit to a plan to exit or dispose of certain businesses and present them as held for sale in periods prior to the sale of the business.

In the second quarter of 2022, plans were approved to divest two businesses, including one business in the Polymers & Fluids segment and one business in the Food Equipment segment. These two businesses were classified as held for sale beginning in the second quarter of 2022. In the fourth quarter of 2022, both of these businesses were divested. On October 3, 2022, the business in the Polymers & Fluids segment was sold for $220 million, subject to certain closing adjustments, resulting in a pre-tax gain of $156 million. On December 1, 2022, the business in the Food Equipment segment was sold for $59 million, subject to certain closing adjustments, resulting in a pre-tax gain of $41 million. Operating revenue related to these divested businesses that was included in the Company's results of operations for the three and six months ended June 30, 2022 was $34 million and $63 million, respectively.

In the fourth quarter of 2022, plans were approved to divest one business in the Specialty Products segment. This business was presented as held for sale beginning in the fourth quarter of 2022. Assets and liabilities held for sale related to this business were $8 million and $1 million, respectively, as of December 31, 2022. This business was sold on April 3, 2023, with no significant gain or loss upon sale. Operating revenue related to this business that was included in the Company's results of operations was $9 million for the six months ended June 30, 2023, and $10 million and $19 million for the three and six months ended June 30, 2022, respectively. There was no operating revenue related to this business included in the Company's results of operations for the three months ended June 30, 2023.

(3) Operating Revenue

The Company's 84 diversified operating divisions are organized and managed based on similar product offerings and end markets, and are reported to senior management as the following seven segments: Automotive OEM; Food Equipment; Test & Measurement and Electronics; Welding; Polymers & Fluids; Construction Products; and Specialty Products. Operating revenue by product category, which is consistent with the Company's segment presentation, for the three and six months ended June 30, 2023 and 2022 was as follows:

			Three Months Ended												Six Months Ended
			June 30,												June 30,
In millions			2023						2022						2023						2022
Automotive OEM			$	826					$	711					$	1,622					$	1,471
Food Equipment			654						614						1,289						1,180
Test & Measurement and Electronics			700						696						1,403						1,381
Welding			490						486						983						936
Polymers & Fluids			459						496						906						977
Construction Products			526						565						1,052						1,116
Specialty Products			423						447						846						899
Intersegment revenue			(4)						(4)						(8)						(10)
Total operating revenue			$	4,074					$	4,011					$	8,093					$	7,950

The following is a description of the product offerings, end markets and typical revenue transactions for each of the Company's seven segments:

Automotive OEM**—** This segment is a global, niche supplier to top tier OEMs, providing unique innovation to address pain points for sophisticated customers with complex problems. Businesses in this segment produce components and fasteners for automotive-related applications. This segment primarily serves the automotive original equipment manufacturers and tiers market. Products in this segment include:

• plastic and metal components, fasteners and assemblies for automobiles, light trucks and other industrial uses.

Products sold in this segment are primarily manufactured to the customer's specifications and are sold under long-term supply agreements with OEM auto manufacturers and other top tier auto parts suppliers. The Company typically recognizes revenue for products in this segment at the time of shipment. Certain products may be produced utilizing tooling that is owned by the customer that the Company developed and is reimbursed by the customer for the associated cost. In these arrangements, the Company typically retains a contractual right to use the customer-owned tooling for the purpose of fulfilling its obligations under the supply agreement. The Company records reimbursements for the cost of customer-owned tooling as a cost offset rather than operating revenue as tooling is not considered a product offering central to the Company's operations.

Food Equipment**—** This segment is a highly focused and branded industry leader in commercial food equipment differentiated by innovation and integrated service offerings. This segment primarily serves the food service, food retail and food institutional/restaurant markets. Products in this segment include:

• warewashing equipment;

• cooking equipment, including ovens, ranges and broilers;

• refrigeration equipment, including refrigerators, freezers and prep tables;

• food processing equipment, including slicers, mixers and scales;

• kitchen exhaust, ventilation and pollution control systems; and

• food equipment service, maintenance and repair.

Revenue for equipment sold in this segment is typically recognized at the time of product shipment. In limited circumstances involving installation of equipment and customer acceptance, the Company may recognize revenue upon completion of installation and acceptance by the customer. Annual service contracts are typically sold separate from equipment and the related revenue is recognized on a straight-line basis over the annual service period. Operating revenue for on-demand service repairs and parts is recorded upon completion and customer acceptance of the work performed.

Test & Measurement and Electronics**—** This segment is a branded and innovative producer of test and measurement and electronic manufacturing and maintenance, repair, and operations, or "MRO" solutions that improve efficiency and quality for customers in diverse end markets. Businesses in this segment produce equipment, consumables, and related software for testing and measuring of materials and structures, as well as equipment and consumables used in the production of electronic subassemblies and microelectronics. This segment primarily serves the electronics, general industrial, automotive original equipment manufacturers and tiers, energy, consumer durables and industrial capital goods markets. Products in this segment include:

• equipment, consumables, and related software for testing and measuring of materials, structures, gases and fluids;

• electronic assembly equipment;

• electronic components and component packaging;

• static control equipment and consumables used for contamination control in clean room environments; and

• pressure sensitive adhesives and components for electronics, medical, transportation and telecommunications applications.

Revenue for products sold in this segment is typically recognized at the time of shipment. In limited circumstances where significant obligations to the customer are unfulfilled at the time of shipment, typically involving installation of equipment and customer acceptance, revenue recognition is deferred until such obligations have been completed. In other limited arrangements involving the sale of highly specialized systems that include a high degree of customization and installation at the customer site, revenue is recognized over time if the product does not have an alternative use and the Company has an enforceable right to payment for work performed to date. Revenue for transactions meeting these criteria is recognized over time as work is performed based on the costs incurred to date relative to the total estimated costs at completion.

Welding**—** This segment is a branded value-added equipment and specialty consumable manufacturer with innovative and leading technology. Businesses in this segment produce arc welding equipment, consumables and accessories for a wide array of industrial and commercial applications. This segment primarily serves the general industrial market, which includes fabrication, shipbuilding and other general industrial markets, and construction, energy, MRO, industrial capital goods and automotive original equipment manufacturers and tiers markets. Products in this segment include:

• arc welding equipment; and

• metal arc welding consumables and related accessories.

Products in this segment are primarily manufactured to meet anticipated customer demand. The Company typically recognizes revenue for these products at the time of product shipment.

Polymers & Fluids**—** This segment is a branded supplier to niche markets that require value-added, differentiated products. Businesses in this segment produce engineered adhesives, sealants, lubrication and cutting fluids, and fluids and polymers for auto aftermarket maintenance and appearance. This segment primarily serves the automotive aftermarket, general industrial and MRO markets. Products in this segment include:

• adhesives for industrial, construction and consumer purposes;

• chemical fluids which clean or add lubrication to machines;

• epoxy and resin-based coating products for industrial applications;

• hand wipes and cleaners for industrial applications;

• fluids, polymers and other supplies for auto aftermarket maintenance and appearance;

• fillers and putties for auto body repair; and

• polyester coatings and patch and repair products for the marine industry.

Products in this segment are primarily manufactured to meet anticipated customer demand. The Company typically recognizes revenue for these products at the time of product shipment.

Construction Products**—** This segment is a branded supplier of innovative engineered fastening systems and solutions. This segment primarily serves the residential construction, renovation/remodel and commercial construction markets. Products in this segment include:

• fasteners and related fastening tools for wood and metal applications;

• anchors, fasteners and related tools for concrete applications;

• metal plate truss components and related equipment and software; and

• packaged hardware, fasteners, anchors and other products for retail.

Products in this segment are primarily manufactured to meet anticipated customer demand. The Company typically recognizes revenue for these products at the time of product shipment.

Specialty Products**—** This segment is focused on diversified niche market opportunities with substantial patent protection producing beverage packaging equipment and consumables, product coding and marking equipment and consumables, and appliance components and fasteners. This segment primarily serves the food and beverage, consumer durables, general industrial, industrial capital goods and printing and publishing markets. Products in this segment include:

• conveyor systems and line automation for the food and beverage industries;

• plastic consumables that multi-pack cans and bottles and related equipment;

• foil, film and related equipment used to decorate consumer products;

• product coding and marking equipment and related consumables;

• plastic and metal closures and components for appliances;

• airport ground support equipment; and

• components for medical devices.

Products in this segment are primarily manufactured to meet anticipated customer demand. The Company typically recognizes revenue for these products at the time of product shipment. In limited circumstances where significant obligations to the customer are unfulfilled at the time of shipment, typically involving installation of equipment and customer acceptance, revenue is recognized when such obligations have been completed.

(4) Income Taxes

The Company's effective tax rate for the three months ended June 30, 2023 and 2022 was 21.4% and 18.3%, respectively, and 22.0% and 20.7% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate for the three and six months ended June 30, 2023 included a discrete income tax benefit of $20 million related to amended 2021 U.S. taxes. The effective tax rate for the three and six months ended June 30, 2022 included a discrete income tax benefit of $51 million related to a decrease in unrecognized tax benefits resulting from the resolution of a U.S. tax audit. Additionally, the effective tax rates for 2023 and 2022 included discrete income tax benefits related to excess tax benefits from stock-based compensation of $4 million and $1 million for the three months ended June 30, 2023 and 2022, respectively, and $17 million and $8 million for the six months ended June 30, 2023 and 2022, respectively.

The Company and its subsidiaries file tax returns in the U.S. and various state, local and foreign jurisdictions. These tax returns are routinely audited by the tax authorities in these jurisdictions, including the Internal Revenue Service, His Majesty's Revenue and Customs, German Fiscal Authority, French Fiscal Authority, and Australian Tax Office, and a number of these audits are currently ongoing, which may increase the amount of the unrecognized tax benefits in future periods. The Company believes it is reasonably possible that within the next twelve months the amount of the Company's unrecognized tax benefits may be decreased by approximately $45 million related predominantly to the potential resolution of income tax examinations. The Company has recorded its best estimate of the potential exposure for these issues.

(5) Inventories

Inventories as of June 30, 2023 and December 31, 2022 were as follows:

In millions			June 30, 2023						December 31, 2022
Raw material			$	808					$	887
Work-in-process			248						228
Finished goods			976						1,050
LIFO reserve			(111)						(111)
Total inventories			$	1,921					$	2,054

(6) Pension and Other Postretirement Benefits

Pension and other postretirement benefit costs for the three and six months ended June 30, 2023 and 2022 were as follows:

			Three Months Ended																								Six Months Ended
			June 30,																								June 30,
			Pension												Other Postretirement Benefits												Pension												Other Postretirement Benefits
In millions			2023						2022						2023						2022						2023						2022						2023						2022
Components of net periodic benefit cost:
Service cost			$	9					$	12					$	1					$	1					$	18					$	24					$	2					$	3
Interest cost			23						12						6						4						46						25						12						7
Expected return on plan assets			(32)						(25)						(6)						(7)						(64)						(52)						(11)						(13)
Amortization of actuarial loss (gain)			1						6						(1)						(1)						2						13						(2)						(2)
Total net periodic benefit cost (income)			$	1					$	5					$	—					$	(3)					$	2					$	10					$	1					$	(5)

The service cost component of net periodic benefit cost is presented within Cost of revenue and Selling, administrative, and research and development expenses in the Statement of Income while the other components of net periodic benefit cost are presented within Other income (expense).

The Company expects to contribute approximately $14 million to its pension plans and $4 million to its other postretirement benefit plans in 2023. As of June 30, 2023, contributions of $5 million to pension plans and $2 million to other postretirement benefit plans have been made.

(7) Debt

Total debt as of June 30, 2023 and December 31, 2022 was as follows:

In millions			June 30, 2023						December 31, 2022
Short-term debt			$	1,275					$	1,590
Long-term debt			6,947						6,173
Total debt			$	8,222					$	7,763

Short-term debt included commercial paper of $575 million and $1.1 billion as of June 30, 2023 and December 31, 2022, respectively. The weighted-average interest rate on commercial paper as of June 30, 2023 and December 31, 2022 was 5.27% and 4.35%, respectively. Short-term debt as of June 30, 2023 also included $699 million related to the 3.50% notes due March 1, 2024, which were reclassified from Long-term debt to Short-term debt in the first quarter of 2023. Additionally, Short-term debt as of December 31, 2022 included $535 million related to the 1.25% Euro notes due May 22, 2023, which were repaid on the due date.

In 2022, the $568 million of 1.75% Euro notes due May 20, 2022 were redeemed in full at face value on February 22, 2022.

On May 5, 2023, the Company entered into a Euro-denominated credit agreement (the “Euro Credit Agreement”) with a termination date of May 3, 2024; provided, however, that the Company may extend the termination date by six months on up to two occasions. Under the Euro Credit Agreement, the Company may borrow up to €1.3 billion. Any loan under the Euro Credit Agreement may not be re-borrowed once repaid, in full or in part, and will bear interest at a per annum rate equal to the applicable EURIBOR (adjusted for any statutory reserves) plus 0.75% for the interest period selected by the Company of one, three or six months.

On May 12, 2023, the Company borrowed €1.3 billion under the Euro Credit Agreement. Proceeds from the borrowing were used for general corporate purposes, including the repayment of outstanding debt. As of June 30, 2023, the Company had $1.4 billion outstanding under the Euro Credit Agreement with an interest rate of 4.01%, which was included in Long-term debt as the Company intends to exercise its options to extend the termination date.

The Company also has a $3.0 billion revolving credit facility with a termination date of October 21, 2027, which is available to provide additional liquidity, including to support the potential issuances of commercial paper. No amounts were outstanding under the revolving credit facility as of June 30, 2023 or December 31, 2022.

The approximate fair value and related carrying value of the Company's total long-term debt, including current maturities of long-term debt presented as short-term debt, as of June 30, 2023 and December 31, 2022 were as follows:

In millions			June 30, 2023						December 31, 2022
Fair value			$	7,231					$	6,228
Carrying value			7,647						6,708

The approximate fair values of the Company's long-term debt, including current maturities, were based on a valuation model using Level 2 observable inputs which included market rates for comparable instruments for the respective periods.

(8) Accumulated Other Comprehensive Income (Loss)

The following table summarizes changes in Accumulated other comprehensive income (loss) for the three and six months ended June 30, 2023 and 2022:

			Three Months Ended												Six Months Ended
			June 30,												June 30,
In millions			2023						2022						2023						2022
Beginning balance			$	(1,804)					$	(1,471)					$	(1,841)					$	(1,502)
Foreign currency translation adjustments during the period			(20)						(167)						7						(118)
Income taxes			4						(43)						14						(66)
Total foreign currency translation adjustments, net of tax			(16)						(210)						21						(184)
Pension and other postretirement benefit adjustments reclassified to income			—						5						—						11
Income taxes			—						(1)						—						(2)
Total pension and other postretirement benefit adjustments, net of tax			—						4						—						9
Ending balance			$	(1,820)					$	(1,677)					$	(1,820)					$	(1,677)

Pension and other postretirement benefit adjustments reclassified to income related to the amortization of actuarial gains and losses. Refer to Note 6. Pension and Other Postretirement Benefits for additional information.

The Company designated the €1.0 billion of Euro notes issued in May 2014, the €1.0 billion of Euro notes issued in May 2015, the €1.6 billion of Euro notes issued in June 2019 and the €1.3 billion 2023 term loan under the Euro Credit Agreement as hedges of a portion of its net investment in Euro-denominated foreign operations to reduce foreign currency risk associated with the investment in these operations. Changes in the value of this debt resulting from fluctuations in the Euro to U.S. Dollar exchange rate have been recorded as foreign currency translation adjustments within Accumulated other comprehensive income (loss). On February 22, 2022, €500 million of the Euro notes issued in May 2014 were redeemed in full and on May 22, 2023, €500 million of the Euro notes issued in May 2015 were repaid on the due date. Refer to Note 7. Debt for additional information regarding the redemption and repayment of these notes. The carrying values of the outstanding 2019, 2015 and 2014 Euro notes and 2023 Euro term loan as of June 30, 2023 were $1.7 billion, $542 million, $536 million, and $1.4 billion, respectively. The amount of pre-tax gain (loss) related to this debt recorded in Other comprehensive income (loss) was a loss of $17 million for the three months ended June 30, 2023, a gain of $179 million for the three months ended June 30, 2022, a loss of $58 million for the six months ended June 30, 2023 and a gain of $273 million for the six months ended June 30, 2022.

As of June 30, 2023 and 2022, the ending balance of Accumulated other comprehensive income (loss) consisted of after-tax cumulative translation adjustment losses of $1.5 billion in both periods, and after-tax unrecognized pension and other postretirement benefit costs of $293 million and $187 million, respectively.

(9) Segment Information

The Company's operations are organized and managed based on similar product offerings and end markets, and are reported to senior management as the following seven segments: Automotive OEM; Food Equipment; Test & Measurement and Electronics; Welding; Polymers & Fluids; Construction Products; and Specialty Products. Refer to Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations for information regarding operating revenue and operating income for the Company's segments.

INTRODUCTION

Illinois Tool Works Inc. (the "Company" or "ITW") is a global manufacturer of a diversified range of industrial products and equipment with 84 divisions in 51 countries. As of December 31, 2022, the Company employed approximately 46,000 people.

The Company's operations are organized and managed based on similar product offerings and end markets, and are reported to senior management as the following seven segments: Automotive OEM; Food Equipment; Test & Measurement and Electronics; Welding; Polymers & Fluids; Construction Products; and Specialty Products.

Due to the large number of diverse businesses and the Company's decentralized operating structure, the Company does not require its businesses to provide detailed information on operating results. Instead, the Company's corporate management collects data on several key measurements: operating revenue, operating income, operating margin, overhead costs, number of months on hand in inventory, days sales outstanding in accounts receivable, past due receivables and return on invested capital. These key measures are monitored by management and significant changes in operating results versus current trends in end markets and variances from forecasts are discussed with operating unit management.

THE ITW BUSINESS MODEL

The powerful and highly differentiated ITW Business Model is the Company's core source of value creation. It is the Company's competitive advantage and defines how ITW creates value for its shareholders. The ITW Business Model is comprised of three unique elements:

• ITW's 80/20 Front-to-Back process is the operating system that is applied in every ITW business. Initially introduced as a manufacturing efficiency tool in the 1980s, ITW has continually refined, improved and expanded 80/20 into a proprietary, holistic business management process that generates significant value for the Company and its customers. Through the application of data driven insights generated by 80/20 practice, ITW focuses on its largest and best opportunities (the "80") and eliminates cost, complexity and distractions associated with the less profitable opportunities (the "20"). 80/20 enables ITW businesses to consistently achieve world-class operational excellence in product availability, quality, and innovation, while generating superior financial performance;

• Customer-back Innovation** has fueled decades of profitable growth at ITW. The Company's unique innovation approach is built on insight gathered from the 80/20 Front-to-Back process. Working from the customer back, ITW businesses position themselves as the go-to problem solver for their "80" customers. ITW's innovation efforts are focused on understanding customer needs, particularly those in "80" markets with solid long-term growth fundamentals, and creating unique solutions to address those needs. These customer insights and learnings drive innovation at ITW and have contributed to a portfolio of approximately 19,200 granted and pending patents;

• ITW's Decentralized, Entrepreneurial Culture enables ITW businesses to be fast, focused, and responsive. ITW businesses have significant flexibility within the framework of the ITW Business Model to customize their approach in order to best serve their specific customers' needs. ITW colleagues recognize their unique responsibilities to execute the Company's strategy and values. As a result, the Company maintains a focused and simple organizational structure that, combined with outstanding execution, delivers best-in-class services and solutions adapted to each business' customers and end markets.

ENTERPRISE STRATEGY: 2012-2022

In late 2012, ITW began its strategic framework transitioning the Company to fully leverage the unique and powerful set of capabilities and operating practices of the ITW Business Model. The Company undertook a complete review of its performance, focusing on its businesses delivering consistent above-market growth with best-in-class margins and returns, and developing a strategy to replicate that performance across its operations. ITW determined that solid and consistent above-market organic growth is the core growth engine to deliver world-class financial performance and compelling long-term returns for its shareholders.

Key initiatives in the Company’s enterprise strategy included portfolio management, business structure simplification, strategic sourcing and the diligent re-application of ITW’s proprietary 80/20 Front-to-Back process.

• As part of the Portfolio Management initiative, ITW exited businesses that were operating in commoditized market spaces and prioritized sustainable differentiation as a must-have requirement for all ITW businesses. This process

included both divesting entire businesses and exiting commoditized product lines and customers inside otherwise highly differentiated ITW divisions.

• Business Structure Simplification was implemented to simplify and scale up ITW's operating structure to support increased engineering, marketing, and sales resources, and improve global reach and competitiveness, all of which were critical to driving accelerated organic growth. ITW now has 84 scaled-up divisions with significantly enhanced focus on growth investments, core customers and products, and customer-back innovation.

• The Strategic Sourcing initiative established sourcing as a core strategic and operational capability at ITW, delivering an average of one percent reduction in spend each year from 2013 through 2022 and continues to be a key contributor to the Company's ongoing enterprise strategy.

• With the initial portfolio realignment and scale-up work largely completed, the Company shifted its focus to preparing for and accelerating organic growth, reapplying the 80/20 Front-to-Back process to optimize its scaled-up divisions for growth, first, to build a foundation of operational excellence, and second, to identify the best opportunities to drive organic growth.

Since implementing the Company’s enterprise strategy in 2012, the Company has demonstrated the compelling performance potential of the ITW Business Model and superior 80/20 management, resulting in meaningful incremental improvement in margins and returns as evidenced by the Company’s operating margin and after-tax return on invested capital. At the same time, these 80/20 initiatives can also result in restructuring initiatives that reduce costs and improve profitability and returns.

OUR NEXT PHASE: 2023-2030

ITW’s enterprise strategy framework has evolved every year since it was launched in late 2012 and it will continue to evolve. With the “heavy lifting” essentially completed in the last decade, the Company is focused on two key priorities:

1.Execute on ITW's growth agenda, with consistent high-quality organic growth at the enterprise level, and high-quality acquisitions that extend ITW's long-term organic growth potential.

2.Sustain foundational strengths the Company has built over the past decade, including high-quality ITW Business Model practice throughout the Company, and the quality/depth of ITW’s leadership bench and pipeline.

Portfolio Discipline

The Company only operates in industries where it can generate significant, long-term competitive advantage from the ITW Business Model. ITW businesses have the right "raw material" in terms of market and business attributes that best fit the ITW Business Model and have significant potential to drive above-market organic growth over the long-term.

The Company focuses on high-quality businesses, ensuring it operates in markets with positive long-term macro fundamentals and with customers that have critical needs and value ITW's differentiated products, services and solutions. ITW's portfolio operates in highly diverse end markets and geographies which makes the Company more resilient in the face of uncertain or volatile market environments.

The Company routinely evaluates its portfolio to ensure

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The Company's management, with the participation of the Company's Chairman & Chief Executive Officer and Senior Vice President & Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a–15(e)) as of June 30, 2023. Based on such evaluation, the Company's Chairman & Chief Executive Officer and Senior Vice President & Chief Financial Officer have concluded that, as of June 30, 2023, the Company's disclosure controls and procedures were effective.

In connection with the evaluation by management, including the Company's Chairman & Chief Executive Officer and Senior Vice President & Chief Financial Officer, no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended June 30, 2023 were identified that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

None. The Company's threshold for disclosing environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.

The Company's business, financial condition, results of operations and cash flows are subject to various risks which could cause actual results to vary materially from recent results or from anticipated future results. Refer to the description of the Company's risk factors previously disclosed in Part I - Item 1A - Risk Factors in the Company's 2022 Annual Report on Form 10-K. There have been no material changes to the risk factors described therein.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

On August 3, 2018, the Company's Board of Directors authorized a stock repurchase program which provided for the repurchase of up to $3.0 billion of the Company's common stock over an open-ended period of time (the "2018 Program"). The 2018 Program was completed in the first quarter of 2022.

On May 7, 2021, the Company's Board of Directors authorized a new stock repurchase program which provides for the repurchase of up to an additional $3.0 billion of the Company's common stock over an open-ended period of time (the "2021 Program"). As of June 30, 2023, there were approximately $740 million of authorized repurchases remaining under the 2021 Program.

Share repurchase activity for the second quarter of 2023 was as follows:

In millions except per share amounts
Period						Total Number of Shares Purchased						Average Price Paid Per Share						Total Number of Shares Purchased as Part of Publicly Announced Programs						Maximum Value of Shares That May Yet Be Purchased Under Programs
April 2023						—						$	—					—						$	1,115
May 2023						1.2						$	227.41					1.2						$	825
June 2023						0.4						$	235.96					0.4						$	740
Total						1.6												1.6

ITEM 6. Exhibits

Exhibit Index

Exhibit Number						Exhibit Description
10						Euro Credit Agreement dated as of May 5, 2023 among Illinois Tool Works Inc., the lender(s) party thereto and ING Bank, N.V., London Branch, as Agent. Filed as Exhibit 10(a) to the Company’s Current Report on Form 8-K filed May 10, 2023 (Commission File No. 001-04797) and incorporated herein by reference.
31						Rule 13a-14(a) Certifications.
32						Section 1350 Certification.
101						The following financial and related information from the Illinois Tool Works Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 is formatted in Inline Extensible Business Reporting Language (iXBRL) and submitted electronically herewith: (i) Statement of Income, (ii) Statement of Comprehensive Income, (iii) Statement of Financial Position, (iv) Statement of Changes in Stockholders' Equity, (v) Statement of Cash Flows, and (vi) related Notes to Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities 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:			August 3, 2023			By:			/s/ Randall J. Scheuneman
									Randall J. Scheuneman
									Vice President & Chief Accounting Officer
									(Principal Accounting Officer and Duly Authorized Officer)