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ITWIllinois Tool Works

Industrials · Industrial Machinery · NYSE

Illinois Tool Works Inc. (the "Company" or "ITW") was founded in 1912 and incorporated in 1915. 10-K, Item 1

Employees
43,000
Headquarters
Glenview, IL
Next results
around Feb 2, 2027
Compare with peers → Embed

10-K 0000049826-26-000008 (2026-02-13) vs 10-K 0000049826-25-000007 (2025-02-14)

SectionCompared textWords nowChanged
Risk FactorsItem 1A3,522 0.6%
MD&AItem 712,697 18.0%
Legal ProceedingsItem 322 not compared
Accounting PoliciesItem 8 (note not found)0 not compared

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 158 words changed in this paragraph; it is 53% similar to last year's version.
Cost of revenue was $8.9 $8.97 billion in 2024, $9.3 2025, $8.86 billion in 2023 2024 and $9.4 $9.32 billion in 2022. 2023. Cost of revenue increased 1.2% in 2025 compared to 2024. Excluding the first quarter 2024 LIFO accounting method change of $117 million, Cost of revenue decreased 0.1% in 2025 compared to 2024 primarily due to benefits from the Company's enterprise initiatives, partially offset by higher employee-related expenses. Cost of revenue, excluding the first quarter 2024 LIFO accounting method change, as a percent of operating revenue improved in 2025 compared to 2024 primarily due to benefits from the Company's enterprise initiatives, partially offset by higher employee-related expenses. Cost of revenue was 4.9% lower in 2024 compared to 2023 primarily due to lower revenue and the first quarter 2024 LIFO accounting method change, which reduced cost of revenue by 3.1% and 1.3%, respectively. Cost of revenue as a percent of operating revenue improved in 2024 compared to 2023 primarily due to the LIFO accounting method change and benefits from the Company's enterprise initiatives, partially offset by higher employee-related expenses. Cost of revenue was 1.2% lower in 2023 compared to 2022 primarily due to the impact of divestiture activity in the second quarter of 2023 and the fourth quarter of 2022, which reduced cost of revenue by 1.0%. Cost of revenue as a percent of operating revenue improved in 2023 compared to 2022 primarily due to benefits from the Company's enterprise initiatives and positive operating leverage, partially offset by higher employee-related expenses.

Source: Item 7, 10-K 0000049826-26-000008 vs Item 7, 10-K 0000049826-25-000007

Risk Factors 35 words changed in this paragraph; it is 95% similar to last year's version.
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "believe," "expect," "plans," "intend," "may," "strategy," "prospects," "estimate," "will," "should," "could," "project," "target," "anticipate," "guidance," "forecast," and other similar words, and may include, without limitation, statements regarding the duration and potential effects of global supply chain challenges, the current and expected impact of U.S. trade policy, including tariffs and related government actions and retaliatory countermeasures, the Company's strategy in response thereto on expected impact of the Company's business, One Big Beautiful Bill Act, future financial and operating performance, free cash flow, economic and regulatory conditions in various geographic regions, the impact of foreign currency fluctuations, the timing and amount of benefits from the Company's enterprise strategy initiatives, the timing and amount of dividends and share repurchases, the protection of the Company's intellectual property, the likelihood of future goodwill or intangible asset impairment charges, the impact of adopting new accounting pronouncements, the adequacy of internally generated funds and credit facilities to service debt and finance the Company's capital allocation priorities, the sufficiency of U.S. generated cash to fund cash requirements in the U.S., the cost and availability of additional financing, the availability of raw materials and energy and the impact of raw material cost inflation, the Company's enterprise initiatives, the Company's portion of future benefit payments related to pension and postretirement benefits, the Company's information technology infrastructure, potential acquisitions and divestitures and the expected performance of acquired businesses and impact of divested businesses, the impact of U.S. and global tax legislation and the estimated timing and amount related to the resolution of tax matters, the cost of compliance with environmental regulations, the impact of interest rate changes, the impact of failure of the Company's employees to comply with applicable laws and regulations, and the outcome of outstanding legal proceedings. These statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated. Important risks that may influence future results include those risks described above. These risks are not all inclusive and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Source: Item 1A, 10-K 0000049826-26-000008 vs Item 1A, 10-K 0000049826-25-000007

Every change, by type

Sentences and paragraphs of ITW's Risk Factors and MD&A, 10-K 2026-02-13 against 10-K 2025-02-14. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

RewordedRisk Factors
Forward-looking statements may be identified by the use of words such as "believe," "expect," "plans," "intend," "may," "strategy," "prospects," "estimate," "will," "should," "could," "project," "target," "anticipate," "guidance," "forecast," and other similar words, and may include, without limitation, statements regarding the duration and potential effects of global supply chain challenges, the current and expected impact of U.S. trade policy, including tariffs and related government actions and retaliatory countermeasures, the Company's strategy in response thereto on expected impact of the Company's business, One Big Beautiful Bill Act, future financial and operating performance, free cash flow, economic and regulatory conditions in various geographic regions, the impact of foreign currency fluctuations, the timing and amount of benefits from the Company's enterprise strategy initiatives, the timing and amount of dividends and share repurchases, the protection of the Company's intellectual property, the likelihood of future goodwill or intangible asset impairment charges, the impact of adopting new accounting pronouncements, the adequacy of internally generated funds and credit facilities to service debt and finance the Company's capital allocation priorities, the sufficiency of U.S. generated cash to fund cash requirements in the U.S., the cost and availability of additional financing, the availability of raw materials and energy and the impact of raw material cost inflation, the Company's enterprise initiatives, the Company's portion of future benefit payments related to pension and postretirement benefits, the Company's information technology infrastructure, potential acquisitions and divestitures and the expected performance of acquired businesses and impact of divested businesses, the impact of U.S. and global tax legislation and the estimated timing and amount related to the resolution of tax matters, the cost of compliance with environmental regulations, the impact of interest rate changes, the impact of failure of the Company's employees to comply with applicable laws and regulations, and the outcome of outstanding legal proceedings.

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedRisk Factors
The Company has had significant divestiture activity in the past in accordance with its portfolio management initiative, and it divested one business in the first quarter of 2023 as it continues portfolio refinements to maintain portfolio discipline. initiative.

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedRisk Factors
The Company has had significant divestiture activity in the past in accordance with its portfolio management initiative, and it It divested one business in the first quarter of 2023 as it continues portfolio refinements to maintain portfolio discipline.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
On April 2, 2025, the United States government announced additional tariffs on goods imported to the U.S. from numerous countries. In response, certain countries retaliated with additional counter-tariffs or are working to negotiate with the U.S government regarding tariffs. Tariffs on goods from many countries became effective on August 1, 2025. The Company believes it is well positioned to minimize the impact of these tariffs because its businesses generally manufacture products in the markets where they are sold and the Company expects to recover the increased cost of tariffs through price increases. However, current tariff policies have introduced additional uncertainty and may negatively impact overall demand from the Company's customers. The Company continues to assess the impact of the tariffs and actions that can be taken to moderate and/or minimize their effects on the Company.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted in the United States, which extended and modified certain provisions of the 2017 Tax Cuts and Jobs Act (the "TCJA"). The provisions of the OBBBA did not have any impact on the Company's operating results, financial position or cash flows for the twelve months ended December 31, 2025, and is not expected to have a material impact on future periods.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
In millions 2025 2024 Increase (Decrease) Current Assets: Cash and equivalents $ 851 $ 948 $ (97) Trade receivables 3,227 2,991 236 Inventories 1,659 1,605 54 Prepaid expenses and other current assets 463 312 151 Total current assets 6,200 5,856 344 Current Liabilities: Short-term debt 2,286 1,555 731 Accounts payable and accrued expenses 2,158 2,095 63 Other 682 658 24 Total current liabilities 5,126 4,308 818 Net Working Capital $ 1,074 $ 1,548 $ (474)

Read it in 10-K 2026-02-13 at sec.gov ↗

RemovedMD&A
Net cash provided by operating activities improved in 2023 compared to 2022 as supply chains began to normalize in 2023 and the Company reduced its investment in working capital.

Read it in 10-K 2025-02-14 at sec.gov ↗

RewordedMD&A
A reconciliation of the 2024 2025 effective tax rate rate, excluding the third quarter 2024 2025 net discrete tax benefit of $121 $27 million, which included a favorable discrete tax benefits benefit of $107 $43 million related to the utilization of capital loss carryforwards upon the sale of Wilsonart and $87 million related to a reorganization of the Company's intellectual property, estimated U.S. federal tax liability for 2024, partially offset by a $73 $16 million discrete tax expense related primarily to the remeasurement resolution of unrecognized a foreign tax benefits associated with various intercompany transactions, audit, and excluding the first quarter 2025 discrete tax benefit of $21 million related to the reversal of a valuation allowance on net operating loss carryforwards, is as follows:

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
Net income $ 3,066 $ 3,488 $ 2,957 $ 3,034 Net discrete tax benefit related to the third quarter 2025 (27) — — Discrete tax benefit related to the first quarter 2025 (21) — — Net discrete tax benefit related to the third quarter 2024 — (121) — — Discrete tax benefit related to the second quarter 2023 — — (20) — Discrete tax benefit related to the fourth quarter 2022 — — (32) Discrete tax benefit related to the second quarter 2022 — — (51) Interest expense, net of tax (1) 222 215 204 156 Other (income) expense, net of tax (1) (32) (336) (38) (196) Operating income after taxes $ 3,208 $ 3,246 $ 3,103 $ 2,911 Denominator:

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
For the Years Ended Dollars in millions December 31, Components of Increase (Decrease) 2023 2022 2025 2024 Inc (Dec) Organic Acquisition/Divestiture Restructuring Foreign Currency Total Operating revenue $ 1,804 $1,905 (5.3)% 0.3% (4.0)% 2,825 $2,818 0.2% (1.4)% 0.4% —% (1.6)% (5.3)% 1.2% 0.2% Operating income $ 482 $479 0.6% 7.6% (3.3)% 694 $703 (1.2)% (0.8)% (2.9)% 0.6% (0.5)% (0.8)% 0.9% (1.2)% Operating margin % 26.7 24.6 % 25.2% 150 24.9% (30) bps 180 bps 30 20 bps (20) bps (40) (20) bps 150 (10) bps (30) bps

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
Cash and equivalents $ 851 $ 948 $ 1,065 $ 708 Trade receivables 3,227 2,991 3,123 3,171 Inventories 1,659 1,605 1,707 2,054 Net assets held for sale — — 7 Net plant and equipment 2,230 2,036 1,976 1,848 Goodwill and intangible assets 5,689 5,431 5,566 5,632 Accounts payable and accrued expenses (2,158) (2,095) (2,244) (2,322) Debt (8,969) (7,863) (8,164) (7,763) Other, net 697 264 (16) (246) Total net assets (stockholders' equity) 3,226 3,317 3,013 3,089 Cash and equivalents (851) (948) (1,065) (708) Debt 8,969 7,863 8,164 7,763 Total invested capital $ 11,344 $ 10,232 $ 10,112 $ 10,144 Average invested capital (2) $ 10,959 $ 10,419 $ 10,214 $ 10,017 Net income to average invested capital 28.0 % 33.5 % 29.0 % 30.3 % After-tax return on average invested capital 29.3 % 31.2 % 30.4 % 29.1 %

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
For the Years Ended Dollars in millions December 31, Components of Increase (Decrease) 2025 2024 2023 Inc (Dec) Organic Acquisition/ Restructuring Foreign Currency Total Divestiture Operating revenue $ 15,898 $16,107 (1.3)% (0.7)% 16,044 $15,898 0.9% —% 0.1% —% (0.7)% (1.3)% 0.8% 0.9% Operating income $ 4,264 $4,040 5.5% 6.2% (0.2)% 0.5% (1.0)% 5.5% 4,216 $4,264 (1.1)% (1.8)% (0.1)% —% 0.8% (1.1)% Operating margin % 26.8 26.3 % 25.1% 170 26.8% (50) bps 170 bps (10) bps 10 (50) bps — 170 — — (50) bps

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
For the Years Ended Dollars in millions December 31, Components of Increase (Decrease) 2025 2024 2023 Inc (Dec) Organic Acquisition/ Restructuring Foreign Currency Total Divestiture Operating revenue $ 1,851 $1,902 (2.7)% (2.4)% 1,890 $1,851 2.1% 2.0% —% —% (0.3)% (2.7)% 0.1% 2.1% Operating income $ 597 $605 (1.3)% (1.3)% 621 $597 4.1% 4.1% —% 0.2% (0.2)% (1.3)% —% —% 4.1% Operating margin % 32.3 32.9 % 31.8% 50 32.3% 60 bps 40 60 bps — 10 — — 60 bps — 50 bps

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
For the Years Ended Dollars in millions December 31, Components of Increase (Decrease) 2025 2024 2023 Inc (Dec) Organic Acquisition/Divestiture Restructuring Foreign Currency Total Operating revenue $ 3,188 $3,235 (1.5)% (0.4)% 2,699 $2,647 1.9% 0.8% —% —% (1.1)% (1.5)% 1.1% 1.9% Operating income $ 625 $561 11.4% 9.6% 753 $719 4.6% 3.0% —% 3.0% (1.2)% 11.4% 0.4% 1.2% 4.6% Operating margin % 19.6 27.9 % 17.3% 230 27.2% 70 bps 180 60 bps — 50 10 bps — 230 70 bps

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
For the Years Ended Dollars in millions December 31, Components of Increase (Decrease) 2024 2023 Inc (Dec) Organic Acquisition/Divestiture Restructuring Foreign Currency Total Operating revenue $ 3,188 $3,235 (1.5)% (0.4)% 1,851 $1,902 (2.7)% (2.4)% —% —% (1.1)% (1.5)% (0.3)% (2.7)% Operating income $ 625 $561 11.4% 9.6% 597 $605 (1.3)% (1.3)% —% 3.0% (1.2)% 11.4% 0.2% (0.2)% (1.3)% Operating margin % 19.6 32.3 % 17.3% 230 31.8% 50 bps 180 40 bps — 10 bps — 50 bps — 230 bps

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
For the Years Ended Dollars in millions December 31, Components of Increase (Decrease) 2025 2024 2023 Inc (Dec) Organic Acquisition/Divestiture Restructuring Foreign Currency Total Operating revenue $ 3,188 $3,235 (1.5)% (0.4)% 1,820 $1,909 (4.6)% (5.1)% —% —% (1.1)% (1.5)% 0.5% (4.6)% Operating income $ 625 $561 11.4% 9.6% 550 $559 (1.6)% (3.1)% —% 3.0% (1.2)% 11.4% 1.1% 0.4% (1.6)% Operating margin % 19.6 30.2 % 17.3% 230 29.3% 90 bps 180 60 bps — 50 30 bps — 230 90 bps

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
For the Years Ended Dollars in millions December 31, Components of Increase (Decrease) 2023 2022 2025 2024 Inc (Dec) Organic Acquisition/Divestiture Restructuring Foreign Currency Total Operating revenue $ 3,235 $2,969 9.0% 8.8% 1,765 $1,764 0.1% (0.2)% —% —% 0.2% 9.0% 0.3% 0.1% Operating income $ 561 $499 12.4% 11.7% 493 $484 1.9% 1.9% —% 1.1% (0.4)% 12.4% —% —% 1.9% Operating margin % 17.3 27.9 % 16.8% 27.4% 50 bps 40 60 bps — 20 bps — (10) bps 50 bps

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
In millions 2025 2024 2023 2022 Net cash provided by operating activities $ 3,126 $ 3,281 $ 3,539 $ 2,348 Additions to plant and equipment (419) (437) (455) (412) Free cash flow $ 2,707 $ 2,844 $ 3,084 $ 1,936 Cash dividends paid $ (1,785) $ (1,695) $ (1,615) $ (1,542) Repurchases of common stock (1,500) (1,500) (1,750) (1,500) Acquisition of businesses (excluding cash and equivalents) (119) (115) — (2) Proceeds from sale of operations and affiliates 1 — 7 278 Proceeds from sale of noncontrolling interest in Wilsonart International Holdings LLC — 395 — — Net proceeds from (repayments of) debt 508 (8) 294 276 Other 49 27 84 42 Effect of exchange rate changes on cash and equivalents 42 (65) 3 (57) Net increase (decrease) in cash and equivalents $ (97) $ (117) $ 357 $ (819)

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
As of December 31, 2023, 2025, the Company had €1.3 billion $881 million outstanding under the Euro Credit Agreement with an interest rate of 4.59%, 2.77%, which was included in reclassified from Short-term debt to Long-term debt as in the Company intended to exercise its options to extend the termination date. first quarter of 2025.

Read it in 10-K 2026-02-13 at sec.gov ↗

Work on ITW in a spreadsheet: Excel workbook (a sheet per section, ten years by column, charts, links to the filings) · CSV. For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/ITW/export.csv") into a cell.