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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 |
| | | |
| | | |
| 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 |
Exhibit 99.1
ITW Reports Third Quarter 2025 Results
•Revenue of $4.1 billion, an increase of 2% with organic growth of 1%
•Record operating margin of 27.4%, an expansion of 90 bps as enterprise initiatives contributed 140 bps
•GAAP EPS of $2.81, an increase of 6% excluding prior year divestiture gain
•Operating cash flow of $1 billion; free cash flow of $0.9 billion, an increase of 15%
•Narrowing full year GAAP EPS guidance range to $10.40 to $10.50 per share
GLENVIEW, IL., October 24, 2025 - Illinois Tool Works Inc. (NYSE: ITW) today reported its third quarter 2025 results.
"The ITW team concluded the third quarter with solid operational and financial execution, delivering EPS of $2.81, which grew six percent year-over-year excluding the divestiture gain, alongside record operating margin of 27.4 percent, and a 15 percent increase in free cash flow. This outcome underscores the fundamental strength of the ITW Business Model, the inherent resilience of our diversified portfolio, and the high-quality execution demonstrated by our colleagues worldwide," said Christopher A. O’Herlihy, President and Chief Executive Officer.
"We are very pleased with the significant strategic progress made throughout the year, especially how our focus on excellence in Customer-Back Innovation is enabling consistent above-market organic growth. As we head into the final quarter, we are narrowing our full year EPS guidance range, and remain committed to delivering high-quality, differentiated performance in any economic environment."
Third Quarter 2025 Results
Third quarter revenue of $4.1 billion increased by two percent as organic revenue grew one percent. Foreign currency translation impact increased revenue by two percent and product line simplification reduced revenue by one percent.
GAAP EPS of $2.81 increased six percent excluding a divestiture gain of $1.26 in the prior year quarter. Operating income of $1.1 billion increased six percent. Operating margin improved 90 basis points to 27.4 percent as enterprise initiatives contributed 140 basis points, and six of seven segments expanded margins. Operating cash flow was $1.0 billion, and free cash flow increased 15 percent to $904 million with a conversion rate of 110 percent to net income. During the quarter, the company repurchased $375 million of its own shares and raised its dividend seven percent, bringing the annualized payout to $6.44 per share. This increase marks the 62nd consecutive year of dividend increases. The effective tax rate for the quarter was 21.8 percent.
2025 Guidance
ITW is narrowing its full year 2025 GAAP EPS guidance range to $10.40 to $10.50. The company is projecting overall revenue growth of one to three percent, which incorporates organic growth of flat to two percent. This outlook accounts for the current demand environment, adjusted for ongoing pricing and supply chain actions intended to effectively offset tariff cost impacts and for current foreign exchange rates. Operating margin is projected to be in the range of 26 to 27 percent with a projected contribution of 125 basis points or more from enterprise initiatives. Free cash flow is expected to be approximately 100 percent of net income, and the company plans to repurchase approximately $1.5 billion of its own shares. The projected effective tax rate is approximately 23 percent.
Non-GAAP Measures This earnings release contains certain non-GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP measures is included in the attached supplemental reconciliation schedule. The estimated guidance of free cash flow to net income conversion rate is based on assumptions that are difficult to predict, and estimated guidance for the most directly comparable GAAP measure and a reconciliation of this forward-looking estimate to its most directly comparable GAAP estimate have been omitted due to the unreasonable efforts required in connection with such a reconciliation and the lack of reliable forward-looking cash flow information. For the same reasons, the company is unable to address the potential significance of the unavailable information, which could be material to future results.
Forward-looking Statements
This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, without limitation, statements regarding the potential impact of tariffs, the Company’s projected pricing actions, the impact of enterprise initiatives, future financial and operating performance, free cash flow and free cash flow to net income conversion rate, organic and total revenue, operating and incremental margin, price/cost impact, statements regarding diluted earnings per share, after-tax return on invested capital, effective tax rates, exchange rates, expected
timing and amount of share repurchases, end market economic and regulatory conditions, and the Company’s 2025 guidance. These statements are subject to certain risks, uncertainties, assumptions, and other factors, which could cause actual results to differ materially from those anticipated. Important risks that could cause actual results to differ materially from the Company’s expectations include those that are detailed in ITW’s Form 10-K for 2024 and subsequent reports filed with the SEC.
About Illinois Tool Works
ITW (NYSE: ITW) is a Fortune 300 global multi-industrial manufacturing leader with revenue of $15.9 billion in 2024. The company’s seven industry-leading segments leverage the unique ITW Business Model to drive solid growth with best-in-class margins and returns in markets where highly innovative, customer-focused solutions are required. ITW’s approximately 44,000 dedicated colleagues around the world thrive in the company’s decentralized and entrepreneurial culture. www.itw.com.
ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
STATEMENT OF INCOME (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| In millions except per share amounts | 2025 | | 2024 | | 2025 | | 2024 |
| Operating Revenue | $ | 4,059 | | | $ | 3,966 | | | $ | 11,951 | | | $ | 11,966 | |
| Cost of revenue | 2,253 | | | 2,230 | | | 6,685 | | | 6,637 | |
| Selling, administrative, and research and development expenses | 676 | | | 658 | | | 2,075 | | | 2,020 | |
| Amortization and impairment of intangible assets | 18 | | | 26 | | | 60 | | | 76 | |
| Operating Income | 1,112 | | | 1,052 | | | 3,131 | | | 3,233 | |
| Interest expense | (75) | | | (69) | | | (217) | | | (215) | |
| Other income (expense) | 12 | | | 379 | | | 28 | | | 421 | |
| Income Before Taxes | 1,049 | | | 1,362 | | | 2,942 | | | 3,439 | |
| Income Taxes | 228 | | | 202 | | | 666 | | | 701 | |
| Net Income | $ | 821 | | | $ | 1,160 | | | $ | 2,276 | | | $ | 2,738 | |
| | | | | | | |
| Net Income Per Share: | | | | | | | |
Basic | $ | 2.82 | | | $ | 3.92 | | | $ | 7.79 | | | $ | 9.20 | |
Diluted | $ | 2.81 | | | $ | 3.91 | | | $ | 7.77 | | | $ | 9.17 | |
| | | | | | | |
| Cash Dividends Per Share: | | | | | | | |
Paid | $ | 1.50 | | | $ | 1.40 | | | $ | 4.50 | | | $ | 4.20 | |
Declared | $ | 1.61 | | | $ | 1.50 | | | $ | 4.61 | | | $ | 4.30 | |
| | | | | | | |
| Shares of Common Stock Outstanding During the Period: | | | | | | | |
Average | 290.8 | | | 296.1 | | | 292.2 | | | 297.6 | |
Average assuming dilution | 291.7 | | | 297.0 | | | 293.0 | | | 298.5 | |
ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
STATEMENT OF FINANCIAL POSITION (UNAUDITED)
| | | | | | | | | | | |
| In millions | September 30, 2025 | | December 31, 2024 |
| Assets | | | |
| Current Assets: | | | |
| Cash and equivalents | $ | 924 | | | $ | 948 | |
| Trade receivables | 3,255 | | | 2,991 | |
| Inventories | 1,725 | | | 1,605 | |
| Prepaid expenses and other current assets | 416 | | | 312 | |
| Total current assets | 6,320 | | | 5,856 | |
| | | |
| Net plant and equipment | 2,203 | | | 2,036 | |
| Goodwill | 5,028 | | | 4,839 | |
| Intangible assets | 540 | | | 592 | |
| Deferred income taxes | 573 | | | 369 | |
| Other assets | 1,471 | | | 1,375 | |
| | $ | 16,135 | | | $ | 15,067 | |
| | | |
| Liabilities and Stockholders' Equity | | | |
| Current Liabilities: | | | |
| Short-term debt | $ | 1,267 | | | $ | 1,555 | |
| Accounts payable | 608 | | | 519 | |
| Accrued expenses | 1,567 | | | 1,576 | |
| Cash dividends payable | 467 | | | 441 | |
| Income taxes payable | 223 | | | 217 | |
| Total current liabilities | 4,132 | | | 4,308 | |
| | | |
| Noncurrent Liabilities: | | | |
| Long-term debt | 7,675 | | | 6,308 | |
| Deferred income taxes | 149 | | | 119 | |
| Other liabilities | 970 | | | 1,015 | |
| Total noncurrent liabilities | 8,794 | | | 7,442 | |
| | | |
| Stockholders' Equity: | | | |
| Common stock | 6 | | | 6 | |
| Additional paid-in-capital | 1,751 | | | 1,669 | |
| Retained earnings | 29,825 | | | 28,893 | |
| Common stock held in treasury | (26,498) | | | (25,375) | |
| Accumulated other comprehensive income (loss) | (1,876) | | | (1,877) | |
| Noncontrolling interest | 1 | | | 1 | |
| Total stockholders' equity | 3,209 | | | 3,317 | |
| $ | 16,135 | | | $ | 15,067 | |
ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
SEGMENT DATA (UNAUDITED)
| | | | | | | | | | | |
Three Months Ended September 30, 2025 |
| Dollars in millions | Total Revenue | Operating Income | Operating Margin |
| Automotive OEM | $ | 830 | | $ | 182 | | 21.8 | % |
| Food Equipment | 694 | | 202 | | 29.2 | % |
| Test & Measurement and Electronics | 698 | | 177 | | 25.4 | % |
| Welding | 477 | | 156 | | 32.6 | % |
| Polymers & Fluids | 441 | | 126 | | 28.5 | % |
| Construction Products | 473 | | 149 | | 31.6 | % |
| Specialty Products | 452 | | 146 | | 32.3 | % |
| Intersegment | (6) | | — | | — | % |
| Total Segments | 4,059 | | 1,138 | | 28.0 | % |
| Unallocated | — | | (26) | | — | % |
| Total Company | $ | 4,059 | | $ | 1,112 | | 27.4 | % |
| | | | | | | | | | | |
Nine Months Ended September 30, 2025 |
| Dollars in millions | Total Revenue | Operating Income | Operating Margin |
| Automotive OEM | $ | 2,461 | | $ | 513 | | 20.8 | % |
| Food Equipment | 2,001 | | 557 | | 27.8 | % |
| Test & Measurement and Electronics | 2,036 | | 473 | | 23.2 | % |
| Welding | 1,428 | | 468 | | 32.8 | % |
| Polymers & Fluids | 1,308 | | 361 | | 27.6 | % |
| Construction Products | 1,389 | | 424 | | 30.6 | % |
| Specialty Products | 1,342 | | 429 | | 32.0 | % |
| Intersegment | (14) | | — | | — | % |
| Total Segments | 11,951 | | 3,225 | | 27.0 | % |
| Unallocated | — | | (94) | | — | % |
| Total Company | $ | 11,951 | | $ | 3,131 | | 26.2 | % |
ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
SEGMENT DATA (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Q3 2025 vs. Q3 2024 Favorable/(Unfavorable) |
| Operating Revenue | Automotive OEM | Food Equipment | Test & Measurement and Electronics | Welding | Polymers & Fluids | Construction Products | Specialty Products | Total ITW |
| Organic | 5.0 | % | 0.7 | % | (1.4) | % | 2.8 | % | (3.1) | % | (2.3) | % | 1.6 | % | 0.7 | % |
Acquisitions/
Divestitures | — | % | — | % | — | % | — | % | — | % | — | % | — | % | — | % |
| Translation | 2.3 | % | 1.8 | % | 1.7 | % | 0.5 | % | 1.3 | % | 0.9 | % | 1.7 | % | 1.6 | % |
| Operating Revenue | 7.3 | % | 2.5 | % | 0.3 | % | 3.3 | % | (1.8) | % | (1.4) | % | 3.3 | % | 2.3 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Q3 2025 vs. Q3 2024 Favorable/(Unfavorable) |
| Change in Operating Margin | Automotive OEM | Food Equipment | Test & Measurement and Electronics | Welding | Polymers & Fluids | Construction Products | Specialty Products | Total ITW |
| Operating Leverage | 90 bps | 10 bps | (30) bps | 50 bps | (60) bps | (40) bps | 20 bps | 20 bps |
| Changes in Variable Margin & OH Costs | 170 bps | 50 bps | 60 bps | 10 bps | 120 bps | 190 bps | 100 bps | 80 bps |
| Total Organic | 260 bps | 60 bps | 30 bps | 60 bps | 60 bps | 150 bps | 120 bps | 100 bps |
Acquisitions/
Divestitures | — | — | — | — | — | — | — | — |
| Restructuring/Other | (20) bps | 20 bps | (60) bps | (30) bps | — | (10) bps | — | (10) bps |
| Total Operating Margin Change | 240 bps | 80 bps | (30) bps | 30 bps | 60 bps | 140 bps | 120 bps | 90 bps |
| | | | | | | | |
| Total Operating Margin % * | 21.8% | 29.2% | 25.4% | 32.6% | 28.5% | 31.6% | 32.3% | 27.4% |
| | | | | | | | |
| * Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets | 30 bps | — | 130 bps | 10 bps | 140 bps | 10 bps | 20 bps | 50 bps ** |
| ** Amortization expense from acquisition-related intangible assets had an unfavorable impact of ($0.05) on GAAP earnings per share for the third quarter of 2025. |
ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
SEGMENT DATA (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| YTD 2025 vs. YTD 2024 Favorable/(Unfavorable) |
| Operating Revenue | Automotive OEM | Food Equipment | Test & Measurement and Electronics | Welding | Polymers & Fluids | Construction Products | Specialty Products | Total ITW |
| Organic | 2.0 | % | 0.9 | % | (2.5) | % | 1.9 | % | (1.8) | % | (5.6) | % | 0.9 | % | (0.4) | % |
Acquisitions/
Divestitures | — | % | — | % | — | % | — | % | — | % | — | % | — | % | — | % |
| Translation | 0.4 | % | 0.4 | % | 0.9 | % | (0.2) | % | (0.2) | % | — | % | 0.2 | % | 0.3 | % |
| Operating Revenue | 2.4 | % | 1.3 | % | (1.6) | % | 1.7 | % | (2.0) | % | (5.6) | % | 1.1 | % | (0.1) | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| YTD 2025 vs. YTD 2024 Favorable/(Unfavorable) |
| Change in Operating Margin | Automotive OEM | Food Equipment | Test & Measurement and Electronics | Welding | Polymers & Fluids | Construction Products | Specialty Products | Total ITW |
| Operating Leverage | 40 bps | 20 bps | (80) bps | 30 bps | (30) bps | (110) bps | 20 bps | (10) bps |
| Changes in Variable Margin & OH Costs | 110 bps | 30 bps | 30 bps | (20) bps | 60 bps | 160 bps | 90 bps | (60) bps |
| Total Organic | 150 bps | 50 bps | (50) bps | 10 bps | 30 bps | 50 bps | 110 bps | (70) bps |
Acquisitions/
Divestitures | — | — | (10) bps | — | — | — | — | — |
| Restructuring/Other | (20) bps | 10 bps | (40) bps | 10 bps | — | 50 bps | — | (10) bps |
| Total Operating Margin Change | 130 bps | 60 bps | (100) bps | 20 bps | 30 bps | 100 bps | 110 bps | (80) bps |
| | | | | | | | |
| Total Operating Margin % * | 20.8% | 27.8% | 23.2% | 32.8% | 27.6% | 30.6% | 32.0% | 26.2% |
| | | | | | | | |
| * Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets | 30 bps | 20 bps | 140 bps | — | 150 bps | 10 bps | 10 bps | 50 bps ** |
| ** Amortization expense from acquisition-related intangible assets had an unfavorable impact of ($0.16) on GAAP earnings per share for the first nine months of 2025. |
ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
GAAP to NON-GAAP RECONCILIATIONS (UNAUDITED)
AFTER-TAX RETURN ON AVERAGE INVESTED CAPITAL (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| Dollars in millions | 2025 | | 2024 | | 2025 | | 2024 |
| Numerator: | | | | | | | |
| Net Income | $ | 821 | | | $ | 1,160 | | | $ | 2,276 | | | $ | 2,738 | |
| Net discrete tax benefit related to the third quarter 2025 | (27) | | | — | | | (27) | | | — | |
| Discrete tax benefit related to the first quarter 2025 | — | | | — | | | (21) | | | — | |
| Net discrete tax benefit related to the third quarter 2024 | — | | | (121) | | | — | | | (121) | |
Interest expense, net of tax (1) | 57 | | | 53 | | | 165 | | | 164 | |
Other (income) expense, net of tax (1) | (10) | | | (288) | | | (22) | | | (320) | |
| Operating income after taxes | $ | 841 | | | $ | 804 | | | $ | 2,371 | | | $ | 2,461 | |
| | | | | | | |
| Denominator: | | | | | | | |
| Invested capital: | | | | | | | |
| Cash and equivalents | $ | 924 | | | $ | 947 | | | $ | 924 | | | $ | 947 | |
| Trade receivables | 3,255 | | | 3,226 | | | 3,255 | | | 3,226 | |
| Inventories | 1,725 | | | 1,817 | | | 1,725 | | | 1,817 | |
| Net plant and equipment | 2,203 | | | 2,071 | | | 2,203 | | | 2,071 | |
| Goodwill and intangible assets | 5,568 | | | 5,597 | | | 5,568 | | | 5,597 | |
| Accounts payable and accrued expenses | (2,175) | | | (2,211) | | | (2,175) | | | (2,211) | |
| Debt | (8,942) | | | (8,346) | | | (8,942) | | | (8,346) | |
| Other, net | 651 | | | 291 | | | 651 | | | 291 | |
| Total net assets (stockholders' equity) | 3,209 | | | 3,392 | | | 3,209 | | | 3,392 | |
| Cash and equivalents | (924) | | | (947) | | | (924) | | | (947) | |
| Debt | 8,942 | | | 8,346 | | | 8,942 | | | 8,346 | |
| Total invested capital | $ | 11,227 | | | $ | 10,791 | | | $ | 11,227 | | | $ | 10,791 | |
| | | | | | | |
Average invested capital (2) | $ | 11,293 | | | $ | 10,682 | | | $ | 10,863 | | | $ | 10,466 | |
| | | | | | | |
Net income to average invested capital (3) | 29.1 | % | | 43.4 | % | | 27.9 | % | | 34.9 | % |
After-tax return on average invested capital (3) | 29.8 | % | | 30.0 | % | | 29.1 | % | | 31.3 | % |
(1) Effective tax rate used for interest expense and other (income) expense for the three months ended September 30, 2025 and 2024 was 24.3% and 23.7%, respectively. Effective tax rate used for interest expense and other (income) expense for the nine months ended September 30, 2025 and 2024 was 24.3% and 23.9%, respectively.
(2) Average invested capital is calculated using the total invested capital balances at the start of the period and at the end of each quarter within each of the periods presented.
(3) Returns for the three months ended September 30, 2025 and 2024 were converted to an annual rate by multiplying the calculated return by 4. Returns for the nine months ended September 30, 2025 and 2024 were converted to an annual rate by dividing the calculated return by 3 and multiplying it by 4.
A reconciliation of the tax rate for the three and nine month periods ended September 30, 2025, excluding the third quarter 2025 net discrete tax benefit of $27 million, which included a favorable discrete tax benefit of $43 million related to the estimated U.S. federal tax liability for 2024, partially offset by a $16 million discrete tax expense related primarily to the resolution of a foreign tax 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:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, 2025 | | September 30, 2025 |
| Dollars in millions | Income Taxes | | Tax Rate | | Income Taxes | | Tax Rate |
| As reported | $ | 228 | | | 21.8 | % | | $ | 666 | | | 22.7 | % |
| Net Discrete tax benefit related to the third quarter 2025 | 27 | | | 2.5 | % | | 27 | | | 0.9 | % |
| Discrete tax benefit related to the first quarter 2025 | — | | | — | % | | 21 | | | 0.7 | % |
| As adjusted | $ | 255 | | | 24.3 | % | | $ | 714 | | | 24.3 | % |
After-tax ROIC for the nine months ended September 30, 2024 included 110 basis points of favorable impact related to the cumulative effect of the change from the LIFO method of accounting to the FIFO method for certain U.S. businesses ($117 million pre-tax, or $88 million after-tax) in the first quarter of 2024.
A reconciliation of the tax rate for the three and nine month periods ended September 30, 2024, excluding the third quarter 2024 net discrete tax benefit of $121 million, which included favorable discrete tax benefits of $107 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, partially offset by a $73 million discrete tax expense related to the remeasurement of unrecognized tax benefits associated with various intercompany transactions, is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, 2024 | | September 30, 2024 |
| Dollars in millions | Income Taxes | | Tax Rate | | Income Taxes | | Tax Rate |
| As reported | $ | 202 | | | 14.9 | % | | $ | 701 | | | 20.4 | % |
| Net discrete tax benefit related to the third quarter 2024 | 121 | | | 8.8 | % | | 121 | | | 3.5 | % |
| As adjusted | $ | 323 | | | 23.7 | % | | $ | 822 | | | 23.9 | % |
AFTER-TAX RETURN ON AVERAGE INVESTED CAPITAL (UNAUDITED)
| | | | | |
| Twelve Months Ended |
| Dollars in millions | December 31, 2024 |
| Numerator: | |
| Net income | $ | 3,488 | |
| Net discrete tax benefit related to the third quarter 2024 | (121) | |
Interest expense, net of tax (1) | 215 | |
Other (income) expense, net of tax (1) | (336) | |
| Operating income after taxes | $ | 3,246 | |
| |
| Denominator: | |
| Invested capital: | |
| Cash and equivalents | $ | 948 | |
| Trade receivables | 2,991 | |
| Inventories | 1,605 | |
| Net plant and equipment | 2,036 | |
| Goodwill and intangible assets | 5,431 | |
| Accounts payable and accrued expenses | (2,095) | |
| Debt | (7,863) | |
| Other, net | 264 | |
| Total net assets (stockholders' equity) | 3,317 | |
| Cash and equivalents | (948) | |
| Debt | 7,863 | |
| Total invested capital | $ | 10,232 | |
| |
Average invested capital (2) | $ | 10,419 | |
| |
| Net income to average invested capital | 33.5 | % |
| After-tax return on average invested capital | 31.2 | % |
(1) Effective tax rate used for interest expense and other (income) expense for the year ended December 31, 2024 was 23.8%.
(2) Average invested capital is calculated using the total invested capital balances at the start of the period and at the end of each quarter within the period presented.
A reconciliation of the 2024 effective tax rate excluding the third quarter 2024 net discrete tax benefit of $121 million, which included favorable discrete tax benefits of $107 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, partially offset by a $73 million discrete tax expense related to the remeasurement of unrecognized tax benefits associated with various intercompany transactions, is as follows:
| | | | | | | | | | | |
| Twelve Months Ended |
| December 31, 2024 |
| Dollars in millions | Income Taxes | | Tax Rate |
| As reported | $ | 934 | | | 21.1 | % |
| Net discrete tax benefit related to the third quarter 2024 | 121 | | | 2.7 | % |
| As adjusted | $ | 1,055 | | | 23.8 | % |
FREE CASH FLOW (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended | | Twelve Months Ended | | |
| September 30, | | September 30, | | December 31, | | |
| Dollars in millions | 2025 | | 2024 | | 2025 | | 2024 | | 2024 | | |
| Net cash provided by operating activities | $ | 1,021 | | | $ | 891 | | | $ | 2,163 | | | $ | 2,167 | | | $ | 3,281 | | | |
| Less: Additions to plant and equipment | (117) | | | (108) | | | (314) | | | (319) | | | (437) | | | |
| Free cash flow | $ | 904 | | | $ | 783 | | | $ | 1,849 | | | $ | 1,848 | | | $ | 2,844 | | | |
| | | | | | | | | | | |
| Net income | $ | 821 | | | $ | 1,160 | | | $ | 2,276 | | | $ | 2,738 | | | $ | 3,488 | | | |
| | | | | | | | | | | |
| Net cash provided by operating activities to net income conversion rate | 124 | % | | 77 | % | | 95 | % | | 79 | % | | 94 | % | | |
| Free cash flow to net income conversion rate | 110 | % | | 68 | % | (1) | 81 | % | | 67 | % | | 82 | % | (2) | |
(1) Excluding the $363 million pre-tax gain on the sale of noncontrolling interest in Wilsonart and related taxes, and a discrete tax benefit of $87 million related to a reorganization of the Company's intellectual property, partially offset by a $73 million discrete tax expense related to the remeasurement of unrecognized tax benefits associated with various intercompany transactions, the free cash flow to net income conversion rate would have been 102% for the three months ended September 30, 2024.
(2) Excluding the impact of the cumulative effect of the change from the LIFO method of accounting to the FIFO method for certain U.S. businesses ($117 million pre-tax, or $88 million after-tax), the $363 million pre-tax gain on the sale of noncontrolling interest in Wilsonart and related taxes, and a discrete tax benefit of $87 million related to a reorganization of the Company's intellectual property, partially offset by a $73 million discrete tax expense related to the remeasurement of unrecognized tax benefits associated with various intercompany transactions, the free cash flow to net income conversion rate would have been 94% for the twelve months ended December 31, 2024.
ADJUSTED NET INCOME PER SHARE - DILUTED (UNAUDITED)
| | | | | | | | | | | |
| Three Months Ended | | Twelve Months Ended |
| September 30, 2024 | | December 31, 2024 |
| As reported | $ | 3.91 | | | $ | 11.71 | |
Cumulative effect of change in inventory accounting method, net of tax (1) | — | | | (0.30) | |
Impact of sale of noncontrolling interest in Wilsonart (2) | (1.26) | | | (1.26) | |
| As adjusted | $ | 2.65 | | | $ | 10.15 | |
(1) Represents the cumulative effect of the change from the LIFO method of accounting to the FIFO method for certain U.S. businesses in the first quarter of 2024 ($117 million pre-tax, or $88 million after-tax).
(2) Includes the $363 million pre-tax gain on the sale of noncontrolling interest in Wilsonart and related taxes in the third quarter of 2024.