Illinois Tool Works Inc 10-Q for FY2026 Q3
Illinois Tool Works Inc (ITW)
10-Q
2026-10-28
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
Illinois Tool Works Inc filed this 10-Q on October 28, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Illinois Tool Works Inc. reported third-quarter operating revenue of $4,236 million and operating income of $1,177 million, up 4.4% and 5.9%; nine-month operating revenue was $12,553 million, operating income was $3,344 million, and diluted EPS was $8.49. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.24B
- up 4.4% from $4.06B a year earlier
- Net income
- $855M
- up 4.1% from net income of $821M a year earlier
- Diluted EPS
- $3.00
- up 6.8% from $2.81 a year earlier
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 | ||||||||
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||||||||||||||
| (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 | ||||||
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.
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).
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.
| 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 September 30, 2026: 284.2 million
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PART I – FINANCIAL INFORMATION
ITEM 1. Financial Statements
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 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Operating Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Selling, administrative, and research and development expenses | |||||||||||||||||||||||
| Amortization and impairment of intangible assets | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Income Before Taxes | |||||||||||||||||||||||
| Income Taxes | |||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Net Income Per Share: | |||||||||||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Shares of Common Stock Outstanding During the Period: | |||||||||||||||||||||||
| Average | |||||||||||||||||||||||
Average assuming dilution | |||||||||||||||||||||||
The Notes to Financial Statements are an integral part of this statement.
3
Illinois Tool Works Inc. and Subsidiaries
Statement of Comprehensive Income (Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation adjustments, net of tax | ( | ||||||||||||||||||||||
| Pension and other postretirement benefit adjustments, net of tax | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive Income | $ | $ | $ | $ | |||||||||||||||||||
The Notes to Financial Statements are an integral part of this statement.
4
Illinois Tool Works Inc. and Subsidiaries
Statement of Financial Position (Unaudited)
| In millions except per share amounts | September 30, 2026 | December 31, 2025 | |||||||||
| Assets | |||||||||||
| Current Assets: | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
| Trade receivables | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Net plant and equipment | |||||||||||
| Goodwill | |||||||||||
| Intangible assets | |||||||||||
| Deferred income taxes | |||||||||||
| Other assets | |||||||||||
| $ | $ | ||||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current Liabilities: | |||||||||||
| Short-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Cash dividends payable | |||||||||||
| Income taxes payable | |||||||||||
| Total current liabilities | |||||||||||
| Noncurrent Liabilities: | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Other liabilities | |||||||||||
| Total noncurrent liabilities | |||||||||||
| Stockholders' Equity: | |||||||||||
Common stock (Authorized- | |||||||||||
Issued- Outstanding- | |||||||||||
| Additional paid-in-capital | |||||||||||
| Retained earnings | |||||||||||
| Common stock held in treasury | ( | ( | |||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Noncontrolling interest | |||||||||||
| Total stockholders' equity | |||||||||||
| $ | $ | ||||||||||
The Notes to Financial Statements are an integral part of this statement.
5
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 September 30, 2026 | |||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Common stock issued for stock-based compensation | — | — | — | — | |||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | — | ( | ||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Common stock issued for stock-based compensation | — | — | — | — | |||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | — | ( | ||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | — | ( | ||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Common stock issued for stock-based compensation | — | — | — | — | |||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | — | ( | ||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Common stock issued for stock-based compensation | — | — | — | — | |||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | ||||||||||||||||||
| Repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
| Excise tax on repurchases of common stock | — | — | — | ( | — | — | ( | ||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | — | ( | ||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | ||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||
The Notes to Financial Statements are an integral part of this statement.
6
Illinois Tool Works Inc. and Subsidiaries
Statement of Cash Flows (Unaudited)
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| In millions | 2026 | 2025 | |||||||||
| Cash Provided by (Used for) Operating Activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization and impairment of intangible assets | |||||||||||
| Change in deferred income taxes | ( | ||||||||||
| Net provision for (recoveries of) uncollectible accounts | |||||||||||
| Stock-based compensation expense | |||||||||||
| Other non-cash items, net | ( | ||||||||||
| Change in assets and liabilities, net of acquisitions and divestitures: | |||||||||||
| (Increase) decrease in- | |||||||||||
| Trade receivables | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Increase (decrease) in- | |||||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Income taxes | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash Provided by (Used for) Investing Activities: | |||||||||||
| Acquisition of businesses (excluding cash and equivalents) | |||||||||||
| Additions to plant and equipment | ( | ( | |||||||||
| Proceeds from sale of operations and affiliates | |||||||||||
| Other, net | |||||||||||
| Net cash provided by (used for) investing activities | ( | ( | |||||||||
| Cash Provided by (Used for) Financing Activities: | |||||||||||
| Cash dividends paid | ( | ( | |||||||||
| Issuance of common stock | |||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Net proceeds from (repayments of) debt with original maturities of three months or less | ( | ||||||||||
| Proceeds from debt with original maturities of more than three months | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by (used for) financing activities | ( | ( | |||||||||
| Effect of Exchange Rate Changes on Cash and Equivalents | |||||||||||
| Cash and Equivalents: | |||||||||||
| Increase (decrease) during the period | ( | ( | |||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| Supplementary Cash Flow Information: | |||||||||||
| Cash Paid During the Period for Interest | $ | $ | |||||||||
| Cash Paid During the Period for Income Taxes, Net of Refunds | $ | $ | |||||||||
The Notes to Financial Statements are an integral part of this statement.
7
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 2025 Annual Report on Form 10-K. Certain reclassifications of prior year data have been made to conform with current year reporting.
New Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance which expands annual and interim disclosure requirements related to certain costs and expenses recorded in the income statement. The primary provisions of this new guidance require companies to provide additional footnote disclosures disaggregating income statement line items that include purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance will be effective for the Company beginning with its annual reporting for the year ending December 31, 2027 and is required to be applied prospectively, with retrospective application to prior periods allowed. The Company is currently assessing the impact the guidance will have on its disclosures.
(2) Acquisitions
On October 1, 2025, the Company completed the acquisition of one business in the Test & Measurement and Electronics segment for $120 million, net of cash acquired, and subject to certain closing adjustments. In the third quarter of 2026, the Company completed the allocation of purchase price to the acquired assets and liabilities as of the acquisition date. This acquisition was not material to the Company's results of operations, financial position or cash flows.
(3) Operating Revenue
The Company's 88 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 Operating revenue by product category, which is consistent with the Company's segment presentation, for the three and nine months ended September 30, 2026 and 2025 was as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Automotive OEM | $ | $ | $ | $ | |||||||||||||||||||
| Food Equipment | |||||||||||||||||||||||
| Test & Measurement and Electronics | |||||||||||||||||||||||
| Welding | |||||||||||||||||||||||
| Polymers & Fluids | |||||||||||||||||||||||
| Construction Products | |||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||
Total segments | |||||||||||||||||||||||
| Intersegment revenue | ( | ( | ( | ( | |||||||||||||||||||
| Total operating revenue | $ | $ | $ | $ | |||||||||||||||||||
8
The following is a description of the product offerings, end markets and typical revenue transactions for each of the Company's seven
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 OEMs 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 OEMs and tiers, energy, industrial capital goods and consumer durables 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
9
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 OEMs 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, airlines, 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.
10
(4) Income Taxes
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 a material impact on the Company's operating results, financial position or cash flows for the three and nine months ended September 30, 2026.
The Company's effective tax rate for the three months ended September 30, 2026 and 2025 was 24.4 % and 21.8 %, respectively, and 23.3 % and 22.7 % for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rate for the nine months ended September 30, 2026 included a discrete tax benefit of $34 million in the first quarter of 2026 primarily related to the resolution of a U.S. tax audit. The effective tax rates for the three and nine months ended September 30, 2025 benefited from a discrete tax benefit in the third quarter of 2025 of $43 16 21 million in the first quarter of 2025 related to the reversal of a valuation allowance on net operating loss carryforwards. The effective tax rates for 2026 and 2025 also included excess tax benefits from stock-based compensation of $1 million and $2 million for the three months ended September 30, 2026 and 2025, respectively, and $5 million and $7 million for the nine months ended September 30, 2026 and 2025, 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 U.S. Internal Revenue Service (the "IRS"), 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 change the amount of the unrecognized tax benefits in future periods. The Company has recorded its best estimate of the potential exposure for these issues.
In September 2026, the Company received a Notice of Deficiency ("NOD") from the IRS related to the 2018 through 2021 tax years. The NOD assessed $23 million of additional income taxes, plus interest and penalties, in connection with a 2021 capital loss resulting from the liquidation of a legal entity. The NOD also disallowed $47 million of income tax refund claims related to the capital loss and certain amended tax returns. For tax years subsequent to 2021, additional income taxes associated with these matters total $148 million. The Company intends to petition the United States Tax Court to challenge the NOD. Although the outcome of this matter cannot be predicted with certainty, the Company believes it will be successful in defending its position.
(5) Net Income Per Share
Net income per basic share is computed by dividing net income by the weighted-average number of shares outstanding for the period. Net income per diluted share is computed by dividing net income by the weighted-average number of shares assuming dilution for stock options and restricted stock units. Dilutive shares reflect the potential additional shares that would be outstanding if the dilutive stock options outstanding were exercised and the unvested restricted stock units vested during the period. The computation of net income per share for the three and nine months ended September 30, 2026 and 2025 is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions except per share amounts | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net Income | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share—Basic: | |||||||||||||||||||||||
| Weighted-average common shares | |||||||||||||||||||||||
| Net income per share—Basic | $ | $ | $ | $ | |||||||||||||||||||
| Net income per share—Diluted: | |||||||||||||||||||||||
| Weighted-average common shares | |||||||||||||||||||||||
| Effect of dilutive stock options and restricted stock units | |||||||||||||||||||||||
| Weighted-average common shares assuming dilution | |||||||||||||||||||||||
| Net income per share—Diluted | $ | $ | $ | $ | |||||||||||||||||||
Options that were considered antidilutive were not included in the computation of diluted net income per share. There were 0.2 million and 0.4 million antidilutive options outstanding for the three months ended September 30, 2026 and 2025,
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respectively, and 0.5 million and 0.4 million antidilutive options outstanding for the nine months ended September 30, 2026 and 2025, respectively.
(6) Inventories
Inventories as of September 30, 2026 and December 31, 2025 were as follows:
| In millions | September 30, 2026 | December 31, 2025 | |||||||||
| Raw material | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
(7) Goodwill and Intangible Assets
The Company performed its annual impairment assessment of goodwill and indefinite-lived intangible assets in the third quarters of 2026 and 2025. The assessments resulted in no
(8) Pension and Other Postretirement Benefits
Pension and other postretirement benefit costs for the three and nine months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Pension | Other Postretirement Benefits | Pension | Other Postretirement Benefits | ||||||||||||||||||||||||||||||||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||
| Components of net periodic benefit cost: | |||||||||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Amortization of actuarial loss (gain) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Amortization of prior service cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Settlements | |||||||||||||||||||||||||||||||||||||||||||||||
| Total net periodic benefit cost (income) | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||
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 $24 million to its pension plans and $31 million to its other postretirement benefit plans in 2026. As of September 30, 2026, contributions of $18 million to pension plans and $20 million to other postretirement benefit plans have been made.
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(9) Debt
Total debt as of September 30, 2026 and December 31, 2025 was as follows:
| In millions | September 30, 2026 | December 31, 2025 | |||||||||
| Short-term debt | $ | $ | |||||||||
| Long-term debt | |||||||||||
| Total debt | $ | $ | |||||||||
Short-term debt included commercial paper of $369 million and $1.3 billion as of September 30, 2026 and December 31, 2025, respectively. The weighted-average interest rate on commercial paper as of September 30, 2026 and December 31, 2025 was 3.99 % and 3.84 %, respectively. Short-term debt also included $1.0 billion and $999 million as of September 30, 2026 and December 31, 2025, respectively, related to the 2.65 850 million outstanding under the Company's Euro-denominated credit agreement entered into on May 5, 2023 (the "Euro Credit Agreement") with an interest rate of 3.25 %. The Euro Credit Agreement was reclassified from Long-term debt to Short-term debt in the third quarter of 2026.
On February 24, 2025, the Company entered into an amendment to the Euro Credit Agreement to extend the termination date from April 30, 2025 to February 28, 2027, with an option to further extend the termination date to September 15, 2027. The amendment also decreased the interest rate spread applicable to the loans from 0.75 % to 0.70 % and removed the option for a one-month interest period. As of December 31, 2025, the Company had $881 million outstanding under the Euro Credit Agreement with an interest rate of 2.77 %, which was included in Long-term debt. The Company intends to exercise its option to extend the termination date to September 15, 2027.
On February 20, 2026, the Company entered into a $3.0 billion, five-year revolving credit facility with a termination date of February 20, 2031, which is available to provide additional liquidity, including to support the potential issuances of commercial paper. This agreement replaced the existing $3.0 billion, five-year revolving credit facility with a termination date of October 21, 2027. No
On August 13, 2026, the Company issued $1.5 billion of 4.65 % notes due August 13, 2029 at 99.748 % of face value. Proceeds from the issuance were used to repay a portion of the indebtedness under the Company's commercial paper program.
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 September 30, 2026 and December 31, 2025 were as follows:
| In millions | September 30, 2026 | December 31, 2025 | |||||||||
| Fair value | $ | $ | |||||||||
| Carrying value | |||||||||||
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.
13
(10) Accumulated Other Comprehensive Income (Loss)
The following table summarizes changes in Accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Foreign currency translation adjustments during the period | ( | ( | |||||||||||||||||||||
| Income taxes | ( | ( | ( | ||||||||||||||||||||
| Total foreign currency translation adjustments, net of tax | ( | ||||||||||||||||||||||
Pension and other postretirement benefit adjustments reclassified to income | ( | ( | |||||||||||||||||||||
| Income taxes | ( | ||||||||||||||||||||||
Total pension and other postretirement benefit adjustments, net of tax | ( | ||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Refer to Note 8. Pension and Other Postretirement Benefits for additional information regarding pension and other postretirement benefit adjustments reclassified to income.
The outstanding balances of the Euro notes issued in May 2014, May 2015, June 2019 and May 2024, and the Euro term loan under the Euro Credit Agreement are designated as hedges of a portion of the Company’s 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). The amount of pre-tax gain (loss) related to this debt recorded in Other comprehensive income (loss) was a gain of $39 million and a gain of $23 million for the three months ended September 30, 2026 and 2025, respectively, and a gain of $176 million and a loss of $584 million for the nine months ended September 30, 2026 and 2025, respectively. The carrying value of the outstanding balance of Euro-denominated debt that was designated as a net investment hedge as of September 30, 2026 and December 31, 2025 was $4.8 billion and $5.0 billion, respectively. Refer to Note 9. Debt for additional information regarding the Company’s outstanding Euro debt.
As of September 30, 2026 and 2025, the ending balance of Accumulated other comprehensive income (loss) consisted of after-tax cumulative translation adjustment losses of $1.5 billion and $1.6 billion, respectively, and after-tax unrecognized pension and other postretirement benefit costs of $234 million and $267 million, respectively.
(11) 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 seven
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.
Food Equipment— This segment is a highly focused and branded industry leader in commercial food equipment differentiated by innovation and integrated service offerings.
Test & Measurement and Electronics— This segment is a branded and innovative producer of test and measurement and electronic manufacturing and MRO solutions that improve efficiency and quality for customers in diverse end markets.
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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.
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.
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.
Construction Products— This segment is a branded supplier of innovative engineered fastening systems and solutions.
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.
The Company's chief operating decision maker ("CODM") is the President & Chief Executive Officer. The CODM primarily uses operating revenue, operating income and related operating margins in assessing the current and expected long-term performance of the Company's segments, including the application of the Company's enterprise strategies which focus on profitable growth and continuous improvement to margins and returns through the application of the Company's business model. Operating income and margins are also used by the CODM when evaluating segment investments in capital projects and restructuring initiatives. The CODM regularly reviews summarized financial information related to segment operating revenue, variable margins, overhead expenses, operating income and operating margins as compared to forecasted results.
Intersegment sales transactions are accounted for at prices consistent with sales to third parties and are not considered material. Segments are allocated a fixed overhead charge for general corporate administrative expenses based on a percentage of the segment's operating revenue. Expenses not allocated to the segments are reported separately as Unallocated. Because the Unallocated category includes a variety of items, it is subject to fluctuations on a quarterly and annual basis.
15
Segment operating revenue, significant expenses and operating income for the three and nine months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Operating revenue: | |||||||||||||||||||||||
| Automotive OEM | $ | $ | $ | $ | |||||||||||||||||||
| Food Equipment | |||||||||||||||||||||||
| Test & Measurement and Electronics | |||||||||||||||||||||||
| Welding | |||||||||||||||||||||||
| Polymers & Fluids | |||||||||||||||||||||||
| Construction Products | |||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||
| Total segments | |||||||||||||||||||||||
| Intersegment revenue | ( | ( | ( | ( | |||||||||||||||||||
| Operating Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Variable cost of revenue: | |||||||||||||||||||||||
| Automotive OEM | $ | $ | $ | $ | |||||||||||||||||||
| Food Equipment | |||||||||||||||||||||||
| Test & Measurement and Electronics | |||||||||||||||||||||||
| Welding | |||||||||||||||||||||||
| Polymers & Fluids | |||||||||||||||||||||||
| Construction Products | |||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||
| Total segments | $ | $ | $ | $ | |||||||||||||||||||
| Overhead expenses: | |||||||||||||||||||||||
| Automotive OEM | $ | $ | $ | $ | |||||||||||||||||||
| Food Equipment | |||||||||||||||||||||||
| Test & Measurement and Electronics | |||||||||||||||||||||||
| Welding | |||||||||||||||||||||||
| Polymers & Fluids | |||||||||||||||||||||||
| Construction Products | |||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||
| Total segments | $ | $ | $ | $ | |||||||||||||||||||
| Operating income: | |||||||||||||||||||||||
| Automotive OEM | $ | $ | $ | $ | |||||||||||||||||||
| Food Equipment | |||||||||||||||||||||||
| Test & Measurement and Electronics | |||||||||||||||||||||||
| Welding | |||||||||||||||||||||||
| Polymers & Fluids | |||||||||||||||||||||||
| Construction Products | |||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||
| Total segments | |||||||||||||||||||||||
| Unallocated | ( | ( | ( | ( | |||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Income Before Taxes | $ | $ | $ | $ | |||||||||||||||||||
16
Segment depreciation and amortization and impairment of intangible assets for the three and nine months ended September 30, 2026 and 2025 was as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Automotive OEM | $ | $ | $ | $ | |||||||||||||||||||
| Food Equipment | |||||||||||||||||||||||
| Test & Measurement and Electronics | |||||||||||||||||||||||
| Welding | |||||||||||||||||||||||
| Polymers & Fluids | |||||||||||||||||||||||
| Construction Products | |||||||||||||||||||||||
| Specialty Products | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Asset and capital expenditure information by segment is not regularly provided to or reviewed by the CODM and is therefore not disclosed.
17
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
Illinois Tool Works Inc. (the "Company" or "ITW") is a global manufacturer of a diversified range of industrial products and equipment. As of December 31, 2025, the Company had 88 divisions with approximately 43,000 people in 49 countries.
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, variable cost of revenue, overhead expenses, 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 serves as the Company's primary competitive advantage and defines the framework through which ITW generates sustainable value for its shareholders. The ITW Business Model is comprised of three unique elements:
•80/20 Front-to-Back defines how the Company operates. It is a unique set of proprietary tools and methodologies that ITW divisions utilize to structure and operate their businesses to (a) maximize the performance, execution, and value-add provided to their largest and most profitable customers (the "80"), and (b) minimize the costs, complexity, and distractions associated with serving less profitable accounts (the "20"). Through the application of the 80/20 Front-to-Back process, ITW divisions deliver best-in-class customer-facing execution, high-quality organic growth, and superior profitability and return on capital performance.
•Customer-Back Innovation ("CBI") drives the Company's approach to innovation and development. ITW innovates from the customer back, rather than from a centralized research and development center out. ITW divisions partner with their key customers to create unique solutions that solve difficult technical challenges and improve business performance. This disciplined, repeatable process directs innovation efforts toward high-growth markets with solid long-term fundamentals.
•ITW's Decentralized, Entrepreneurial Culture is the key to the Company's execution. Divisions are clear on the expectations of the ITW Business Model, strategy, and values. Within this framework, business teams are empowered to make decisions and customize their approach to maximize the relevance and impact of the ITW Business Model for their specific customers and end markets. This "flexibility within the framework" culture encourages an ownership mindset and accountability, enabling the Company to consistently deliver differentiated results.
ENTERPRISE STRATEGY: LEVERAGING THE ITW BUSINESS MODEL TO ITS FULL POTENTIAL
Since the initiation of the Enterprise Strategy in 2012, the entire organization has focused on utilizing the ITW Business Model to its full potential to deliver solid growth with best-in-class margins and returns. To execute the strategy, the Company undertook a complete review of its performance, focusing on its businesses that delivered consistent above-market growth with best-in-class margins and returns, and developed a framework to replicate that performance across its operations. ITW determined that high-quality 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.
18
•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 88 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 since 2013 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.
NEXT PHASE: 2024 - 2030
In the Next Phase of the Company's Enterprise Strategy, the ITW Business Model remains the Company's core competitive advantage and a powerful performance differentiator, uniquely positioning the Company to navigate a global operating environment characterized by increasing volatility and a rapid pace of change. The 80/20 Front-to-Back process provides the strategic clarity to deliver high-quality organic growth and superior customer service, profitability and returns on capital. Through Customer-Back Innovation, the Company innovates technical solutions to solve critical customer challenges with higher effectiveness and lower risk. The Company's decentralized entrepreneurial culture allows it to be a "fast adaptor," capable of reading and reacting to market shifts with agility. Furthermore, the Company's ability to execute and invest consistently through all phases of the business cycle has become a defining strength.
As the Company advances through this Next Phase, it is continuing to improve the quality of practice in its proprietary business model while pivoting decisively to build above-market organic growth, fueled by Customer-Back Innovation execution, into a core ITW strength. Achieving high-quality organic growth of four percent or more through the cycle is the Company's highest priority in the Next Phase. CBI successes, coupled with underlying market growth and share gains, are how the Company intends to achieve its high-quality organic growth.
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 it delivers sustainable differentiation and drives consistent long-term performance. This includes both implementing portfolio refinements and assessing selective high-quality acquisitions to supplement ITW's long-term growth potential.
19
TERMS USED BY ITW
Management uses the following terms to describe the financial results of operations of the Company:
•Organic business - acquired businesses that have been included in the Company's results of operations for more than 12 months on a constant currency basis.
•Operating leverage - the estimated effect of the organic revenue volume changes on organic operating income, assuming variable margins remain the same as the prior period.
•Price/cost - represents the estimated net impact of increases or decreases in the cost of materials used in the Company's products versus changes in the selling price to the Company's customers.
•Product line simplification ("PLS") - focuses businesses on eliminating the complexity and overhead costs associated with smaller product lines and customers, and focuses businesses on supporting and growing their largest customers and product lines. In the short-term, PLS may result in a decrease in revenue and overhead costs while improving operating margin. In the long-term, PLS is expected to result in growth in revenue, profitability and returns.
Unless otherwise stated, the changes in financial results in the consolidated results of operations and the results of operations by segment represent the current year period versus the comparable period in the prior year. The following discussion of operating results should be read in conjunction with Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 2025 Annual Report on Form 10-K.
CONSOLIDATED RESULTS OF OPERATIONS
During the first quarter of 2022, Russian military forces invaded Ukraine. In response, the United States and several other countries imposed economic and other sanctions on Russia. The Company has four immaterial Russian subsidiaries with net assets of approximately $41 million as of September 30, 2026. The revenue for these four subsidiaries for the three and nine months ended September 30, 2026 was approximately $6 million and $20 million, respectively. These subsidiaries are not material to the Company's results of operations or financial position.
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 negotiated with the U.S. government regarding tariffs. Tariffs on goods from many countries became effective on August 1, 2025. On February 20, 2026, the U.S. Supreme Court invalidated many of the tariffs imposed under the International Emergency Economic Powers Act (the "IEEPA"), resulting in the termination of many tariffs imposed in 2025. Following this decision, a new temporary 10 percent global tariff was imposed under the Trade Act, which expired in July 2026, and was effectively replaced by similar tariffs imposed on numerous countries under different provisions of the Trade Act. The Company believes that it continues to be 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 any increased cost due to 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.
On October 1, 2025, the Company completed the acquisition of one business in the Test & Measurement and Electronics segment for $120 million, net of cash acquired, and subject to certain closing adjustments. This acquisition was not material to the Company's results of operations, financial position or cash flows. Refer to Note 2. Acquisitions in Item 1. Financial Statements for further information regarding this acquisition.
The Company delivered strong financial results in the third quarter and year-to-date periods of 2026 primarily due to the continued successful execution of enterprise initiatives and continued focus on the highly differentiated ITW Business Model.
Operating Revenue
Refer to the "Results of Operations for Total Company" and the "Results of Operations by Segment" sections for discussion of changes in operating revenue for the third quarter and year-to-date periods of 2026 compared to 2025.
20
Operating Expenses
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| Dollars in millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Operating Revenue | $ | 4,236 | $ | 4,059 | $ | 12,553 | $ | 11,951 | |||||||||||||||
| Cost of revenue | $ | 2,326 | $ | 2,253 | $ | 6,985 | $ | 6,685 | |||||||||||||||
| Percent of operating revenue | 54.9 | % | 55.5 | % | 55.6 | % | 55.9 | % | |||||||||||||||
| Selling, administrative, and research and development expenses | $ | 717 | $ | 676 | $ | 2,174 | $ | 2,075 | |||||||||||||||
| Percent of operating revenue | 16.9 | % | 16.6 | % | 17.3 | % | 17.4 | % | |||||||||||||||
| Amortization and impairment of intangible assets | $ | 16 | $ | 18 | $ | 50 | $ | 60 | |||||||||||||||
| Percent of operating revenue | 0.4 | % | 0.5 | % | 0.4 | % | 0.5 | % | |||||||||||||||
Cost of revenue increased 3.2% and 4.5% in the third quarter and year-to-date periods of 2026, respectively, primarily due to higher revenue and higher employee-related expenses. Cost of revenue as a percent of operating revenue was lower in the third quarter and year-to-date periods of 2026 as benefits from the Company's enterprise initiatives were partially offset by higher employee-related expenses.
Selling, administrative, and research and development expenses increased 6.1% and 4.8% in the third quarter and year-to-date periods of 2026, respectively. In the third quarter, Selling, administrative, and research and development expenses as a percent of operating revenue was higher in 2026 primarily due to higher employee-related expenses and selling and advertising expenses, partially offset by benefits from the Company's enterprise initiatives. In the year-to-date period, Selling, administrative, and research and development expenses as a percent of operating revenue were lower in 2026 primarily due to benefits from the Company's enterprise initiatives, partially offset by higher selling, advertising and employee-related expenses as well as higher research and development expenses.
Amortization and impairment of intangible assets was lower in the third quarter and year-to-date periods of 2026 primarily due to fully amortized intangible assets.
Refer to the "Results of Operations for Total Company" and the "Results of Operations by Segment" sections for additional discussion of operating results for the third quarter and year-to-date periods of 2026 compared to 2025.
RESULTS OF OPERATIONS FOR TOTAL COMPANY
The Company's consolidated results of operations for the third quarter and year-to-date periods of 2026 and 2025 were as follows:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 4,236 | $ | 4,059 | 4.4 | % | 3.8 | % | 0.3 | % | — | % | 0.3 | % | 4.4 | % | ||||||||||||||||||||||||||||
| Operating income | $ | 1,177 | $ | 1,112 | 5.9 | % | 4.6 | % | (0.1) | % | 1.0 | % | 0.4 | % | 5.9 | % | ||||||||||||||||||||||||||||
| Operating margin % | 27.8 | % | 27.4 | % | 40 bps | 20 bps | (10) bps | 30 bps | — | 40 bps | ||||||||||||||||||||||||||||||||||
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| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 12,553 | $ | 11,951 | 5.0 | % | 2.9 | % | 0.3 | % | — | % | 1.8 | % | 5.0 | % | ||||||||||||||||||||||||||||
| Operating income | $ | 3,344 | $ | 3,131 | 6.8 | % | 4.3 | % | (0.1) | % | 0.8 | % | 1.8 | % | 6.8 | % | ||||||||||||||||||||||||||||
| Operating margin % | 26.6 | % | 26.2 | % | 40 bps | 30 bps | (10) bps | 20 bps | — | 40 bps | ||||||||||||||||||||||||||||||||||
•Operating revenue grew in the third quarter and year-to-date periods due to higher organic and acquisition revenues and the favorable effect of foreign currency translation.
•Organic revenue increased 3.8% in the third quarter and 2.9% in the year-to-date period primarily due to growth in the Test & Measurement and Electronics, Polymers & Fluids and Welding segments, partially offset by a decline in the Automotive OEM and Specialty Products segments. Organic revenue for the Food Equipment segment increased in the third quarter and declined in the year-to-date period. Organic revenue for the Construction Products segment declined in the third quarter and was flat in the year-to-date period. Product line simplification activities reduced organic revenue by 40 basis points in the third quarter and 60 basis points in the year-to-date period.
◦North American organic revenue grew 6.0% in the third quarter and 4.6% in the year-to-date period as growth in the Test & Measurement and Electronics, Welding and Polymers & Fluids segments was partially offset by a decrease in the Food Equipment and Automotive OEM segments. Organic revenue for the Specialty Products segment increased in the third quarter and declined in the year-to-date period. Organic revenue for the Construction Products segment declined in the third quarter and grew in the year-to-date period.
◦Europe, Middle East and Africa organic revenue decreased 0.4% in the third quarter as a decline in the Automotive OEM, Specialty Products and Construction Products segments was partially offset by growth in the Food Equipment, Polymers & Fluids, Test & Measurement and Electronics and Welding segments. In the year-to-date period, organic revenue declined 0.8% as a decrease in the Automotive OEM, Test & Measurement and Electronics, Specialty Products, Construction Products and Welding segments was partially offset by growth in the Food Equipment and Polymers & Fluids segments.
◦Asia Pacific organic revenue grew 3.4% in the third quarter and 3.8% in the year-to-date period primarily due to growth in the Test & Measurement and Electronics segment. Organic revenue in China decreased 2.3% in the third quarter, which had a challenging comparison in the prior year third quarter of 10.1% growth, as a decline in the Test & Measurement and Electronics, Automotive OEM, Specialty Products, Polymers & Fluids and Construction Products segments was partially offset by growth in the Food Equipment and Welding segments. In the year-to-date period, organic revenue in China declined 0.2%, which had a challenging comparison in the prior year of 12.2%, as a decrease in the Automotive OEM, Specialty Products, Polymers & Fluids and Construction Products segments was partially offset by growth in the Test & Measurement and Electronics, Food Equipment and Welding segments.
•Operating income of $1.2 billion and $3.3 billion in the third quarter and year-to-date periods, respectively, increased 5.9% and 6.8%, respectively, compared to the prior year primarily due to higher organic revenue, lower restructuring expenses and the favorable effect of foreign currency translation.
•Operating margin was 27.8% in the third quarter. The increase of 40 basis points was primarily due to benefits from the Company's enterprise initiatives of 130 basis points, positive operating leverage of 80 basis points and favorable price/cost of 40 basis points, partially offset by higher overhead costs, including higher employee-related expenses.
•In the year-to-date period, operating margin of 26.6% increased 40 basis points primarily due to benefits from the Company's enterprise initiatives of 120 basis points and positive operating leverage of 60 basis points, partially offset by higher overhead costs, including higher employee-related expenses.
•The Company's effective tax rate for the third quarter of 2026 and 2025 was 24.4% and 21.8%, respectively, and 23.3% and 22.7% for the year-to-date periods of 2026 and 2025, respectively. The effective tax rate for the year-to-date period of 2026 included a discrete tax benefit of $34 million in the first quarter of 2026 primarily related to the resolution of a U.S. tax audit. The effective tax rates for the third quarter and year-to-date periods of 2025 benefited from a 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. Additionally, the effective tax rate for the year-to-date period of 2025 included a discrete tax benefit of $21 million in the first quarter of 2025 related to the reversal of a valuation allowance on net operating loss carryforwards. The effective tax rates for 2026 and 2025 also included excess tax benefits from stock-based compensation of $1 million and $2 million for the third quarter of 2026 and 2025, respectively, and $5 million and $7 million for the year-to-date periods of 2026 and 2025, respectively.
22
•Diluted earnings per share ("EPS") of $3.00 for the third quarter and $8.49 for the year-to-date period of 2026 increased 6.8% and 9.3%, respectively.
•The Company repurchased approximately 0.7 million and 5.0 million shares of its common stock in the third quarter and year-to-date periods of 2026, respectively, for approximately $187 million and $1.3 billion, respectively.
RESULTS OF OPERATIONS BY SEGMENT
Total operating revenue and operating income for the third quarter and year-to-date periods of 2026 and 2025 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | Operating Revenue | Operating Income | Operating Revenue | Operating Income | |||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||
| Automotive OEM | $ | 814 | $ | 830 | $ | 163 | $ | 182 | $ | 2,491 | $ | 2,461 | $ | 521 | $ | 513 | |||||||||||||||||||||||||||||||
| Food Equipment | 698 | 694 | 208 | 202 | 2,027 | 2,001 | 553 | 557 | |||||||||||||||||||||||||||||||||||||||
| Test & Measurement and Electronics | 819 | 698 | 235 | 177 | 2,303 | 2,036 | 592 | 473 | |||||||||||||||||||||||||||||||||||||||
| Welding | 513 | 477 | 186 | 156 | 1,569 | 1,428 | 527 | 468 | |||||||||||||||||||||||||||||||||||||||
| Polymers & Fluids | 477 | 441 | 149 | 126 | 1,405 | 1,308 | 415 | 361 | |||||||||||||||||||||||||||||||||||||||
| Construction Products | 472 | 473 | 141 | 149 | 1,424 | 1,389 | 427 | 424 | |||||||||||||||||||||||||||||||||||||||
| Specialty Products | 447 | 452 | 140 | 146 | 1,346 | 1,342 | 423 | 429 | |||||||||||||||||||||||||||||||||||||||
Total segments | 4,240 | 4,065 | 1,222 | 1,138 | 12,565 | 11,965 | 3,458 | 3,225 | |||||||||||||||||||||||||||||||||||||||
| Intersegment revenue | (4) | (6) | — | — | (12) | (14) | — | — | |||||||||||||||||||||||||||||||||||||||
| Unallocated | — | — | (45) | (26) | — | — | (114) | (94) | |||||||||||||||||||||||||||||||||||||||
| Total | $ | 4,236 | $ | 4,059 | $ | 1,177 | $ | 1,112 | $ | 12,553 | $ | 11,951 | $ | 3,344 | $ | 3,131 | |||||||||||||||||||||||||||||||
Segments are allocated a fixed overhead charge based on the segment's revenue. Expenses not charged to the segments are reported separately as Unallocated. Because the Unallocated category includes a variety of items, it is subject to fluctuations on a quarterly and annual basis. Unallocated in the three and nine months ended September 30, 2026 included higher employee-related expenses as compared to the prior year.
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 OEMs and tiers market. Products in this segment include:
•plastic and metal components, fasteners and assemblies for automobiles, light trucks and other industrial uses.
The results of operations for the Automotive OEM segment for the third quarter and year-to-date periods of 2026 and 2025 were as follows:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 814 | $ | 830 | (1.8) | % | (2.1) | % | — | % | — | % | 0.3 | % | (1.8) | % | |||||||||||||||||||||||||
| Operating income | $ | 163 | $ | 182 | (9.8) | % | (10.9) | % | — | % | 1.0 | % | 0.1 | % | (9.8) | % | |||||||||||||||||||||||||
| Operating margin % | 20.1 | % | 21.8 | % | (170) bps | (190) bps | — | 20 bps | — | (170) bps | |||||||||||||||||||||||||||||||
23
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 2,491 | $ | 2,461 | 1.2 | % | (1.1) | % | — | % | — | % | 2.3 | % | 1.2 | % | |||||||||||||||||||||||||
| Operating income | $ | 521 | $ | 513 | 1.7 | % | (2.5) | % | — | % | 1.7 | % | 2.5 | % | 1.7 | % | |||||||||||||||||||||||||
| Operating margin % | 20.9 | % | 20.8 | % | 10 bps | (30) bps | — | 40 bps | — | 10 bps | |||||||||||||||||||||||||||||||
•Operating revenue declined in the third quarter due to lower organic revenue, partially offset by the favorable effect of foreign currency translation. In the year-to-date period, operating revenue increased due to the favorable effect of foreign currency translation, partially offset by lower organic revenue.
•Organic revenue decreased 2.1% in the third quarter and 1.1% in the year-to-date period compared to worldwide auto builds which declined 2% in the third quarter and 1% in the year-to-date period. Product line simplification activities reduced organic revenue by 60 basis points in the third quarter and 80 basis points in the year-to-date period.
◦North American organic revenue declined 1.1% and 1.6% in the third quarter and year-to-date periods, respectively, compared to North American auto builds which decreased 5% in the third quarter and 2% in the year-to-date period. Auto builds for the Detroit 3, where the Company has higher content, declined 7% in the third quarter and 2% in the year-to-date period. The business outperformed the market due to share gains and customer mix.
◦European organic revenue decreased 6.9% in the third quarter and 4.1% in the year-to-date period compared to European auto builds which grew 1% in the third quarter and year-to-date periods, primarily due to customer mix and product line simplification activities.
◦Asia Pacific organic revenue grew 1.6% and 2.5% in the third quarter and year-to-date periods, respectively, primarily due to market growth and penetration gains in India. Organic revenue in China decreased 1.4% and 1.3% in the third quarter and year-to-date periods, respectively, compared to China auto builds which declined 6% in the third quarter and 6% in the year-to-date period. Auto builds of foreign automotive manufacturers in China decreased 39% in the third quarter and 28% in the year-to-date period. The business outperformed the market primarily due to customer mix including continued growth in the electric vehicle end market.
•Operating margin was 20.1% in the third quarter. The decrease of 170 basis points was primarily due to unfavorable price/cost of 100 basis points, higher overhead costs, including higher employee-related expenses, and unfavorable operating leverage of 40 basis points, partially offset by benefits from the Company's enterprise initiatives.
•In the year-to-date period, operating margin of 20.9% increased 10 basis points primarily due to benefits from the Company's enterprise initiatives and lower restructuring expenses of 40 basis points, partially offset by higher overhead costs, including higher employee-related expenses, unfavorable price/cost of 70 basis points and unfavorable operating leverage of 20 basis points.
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.
24
The results of operations for the Food Equipment segment for the third quarter and year-to-date periods of 2026 and 2025 were as follows:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 698 | $ | 694 | 0.7 | % | 0.5 | % | — | % | — | % | 0.2 | % | 0.7 | % | |||||||||||||||||||||||||
| Operating income | $ | 208 | $ | 202 | 2.8 | % | 2.3 | % | — | % | 0.2 | % | 0.3 | % | 2.8 | % | |||||||||||||||||||||||||
| Operating margin % | 29.8 | % | 29.2 | % | 60 bps | 50 bps | — | 10 bps | — | 60 bps | |||||||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 2,027 | $ | 2,001 | 1.3 | % | (0.7) | % | — | % | — | % | 2.0 | % | 1.3 | % | |||||||||||||||||||||||||
| Operating income | $ | 553 | $ | 557 | (0.7) | % | (2.8) | % | — | % | 0.3 | % | 1.8 | % | (0.7) | % | |||||||||||||||||||||||||
| Operating margin % | 27.3 | % | 27.8 | % | (50) bps | (60) bps | — | 10 bps | — | (50) bps | |||||||||||||||||||||||||||||||
•Operating revenue grew in the third quarter due to higher organic revenue and the favorable effect of foreign currency translation. In the year-to-date period, operating revenue increased due to the favorable effect of foreign currency translation, partially offset by lower organic revenue.
•Organic revenue increased 0.5% in the third quarter as equipment organic revenue declined 1.8% and service organic revenue increased 4.6%. In the year-to-date period, organic revenue declined 0.7% as equipment organic revenue decreased 3.3% and service organic revenue grew 4.3%.
◦North American organic revenue decreased 2.8% in the third quarter and 3.6% in the year-to-date period. Equipment organic revenue declined 6.9% and 8.3% in the third quarter and year-to-date periods, respectively, primarily due to lower demand in the institutional end market and independent and quick service restaurants within the noninstitutional end market, partially offset by higher demand in the food retail end market. Service organic revenue increased 4.1% in the third quarter and 4.4% in the year-to-date period.
◦International organic revenue grew 5.4% in the third quarter. Equipment organic revenue increased 5.5% primarily due to higher demand in the European warewash, cooking and refrigeration end markets and higher demand in Asia. Service organic revenue grew 5.5%. In the year-to-date period, international organic revenue increased 3.9%. Equipment organic revenue grew 3.8% primarily driven by higher demand in the European warewash end market and higher demand in Asia, partially offset by lower demand in the European cooking and refrigeration end markets. Service organic revenue increased 4.1%.
•Operating margin was 29.8% in the third quarter. The increase of 60 basis points was primarily due to benefits from the Company's enterprise initiatives and favorable price/cost of 120 basis points, partially offset by higher employee-related expenses and product mix.
•In the year-to-date period, operating margin of 27.3% decreased 50 basis points primarily due to higher employee-related expenses and product mix, partially offset by benefits from the Company's enterprise initiatives and favorable price/cost of 50 basis points.
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 OEMs and tiers, energy, industrial capital goods and consumer durables 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
25
•pressure sensitive adhesives and components for electronics, medical, transportation and telecommunications applications.
The results of operations for the Test & Measurement and Electronics segment for the third quarter and year-to-date periods of 2026 and 2025 were as follows:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 819 | $ | 698 | 17.3 | % | 15.8 | % | 1.8 | % | — | % | (0.3) | % | 17.3 | % | ||||||||||||||||||||||||||||
| Operating income | $ | 235 | $ | 177 | 32.2 | % | 30.3 | % | (0.6) | % | 2.2 | % | 0.3 | % | 32.2 | % | ||||||||||||||||||||||||||||
| Operating margin % | 28.7 | % | 25.4 | % | 330 bps | 320 bps | (60) bps | 50 bps | 20 bps | 330 bps | ||||||||||||||||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 2,303 | $ | 2,036 | 13.1 | % | 10.3 | % | 1.6 | % | — | % | 1.2 | % | 13.1 | % | ||||||||||||||||||||||||||||
| Operating income | $ | 592 | $ | 473 | 25.2 | % | 22.8 | % | (0.4) | % | 1.5 | % | 1.3 | % | 25.2 | % | ||||||||||||||||||||||||||||
| Operating margin % | 25.7 | % | 23.2 | % | 250 bps | 270 bps | (50) bps | 30 bps | — | 250 bps | ||||||||||||||||||||||||||||||||||
•Operating revenue grew in the third quarter due to higher organic and acquisition revenues, partially offset by the unfavorable effect of foreign currency translation. In the year-to-date period, operating revenue increased due to higher organic and acquisition revenues and the favorable effect of foreign currency translation.
•On October 1, 2025, the Company completed the acquisition of one business in the Test & Measurement and Electronics segment for $120 million, net of cash acquired. Refer to Note 2. Acquisitions in Item 1. Financial Statements for further information regarding this acquisition.
•Organic revenue increased 15.8% in the third quarter and 10.3% in the year-to-date period primarily due to higher demand in the semiconductor and electronics end markets.
◦Organic revenue for the test and measurement businesses increased 8.1% in the third quarter and 4.7% in the year-to-date period primarily driven by higher demand in the semiconductor end market, primarily in North America and Asia Pacific, partially offset by a decline in the MTS Test & Simulation business.
◦Electronics organic revenue grew 30.5% in the third quarter and 20.7% in the year-to-date period primarily due to higher demand in the semiconductor end market. The electronics assembly businesses grew 86.0% in the third quarter and 53.5% in the year-to-date period due to higher demand across all major regions. The other electronics businesses, which include contamination control, static control and pressure sensitive adhesives, increased 10.8% in the third quarter and 9.2% in the year-to-date period primarily due to growth in North America and Asia Pacific.
•Operating margin was 28.7% in the third quarter. The increase of 330 basis points was primarily due to positive operating leverage of 370 basis points, favorable price/cost of 110 basis points and benefits from the Company's enterprise initiatives, partially offset by higher overhead costs, including higher employee-related expenses, and the dilutive impact of 60 basis points from an acquisition.
•In the year-to-date period, operating margin of 25.7% increased 250 basis points primarily due to positive operating leverage of 260 basis points, benefits from the Company's enterprise initiatives and favorable price/cost of 40 basis points, partially offset by higher overhead costs, including higher employee-related expenses, and the dilutive impact of 50 basis points from an acquisition.
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,
26
shipbuilding and other general industrial markets, and construction, energy, MRO, industrial capital goods and automotive OEMs and tiers markets. Products in this segment include:
•arc welding equipment; and
•metal arc welding consumables and related accessories.
The results of operations for the Welding segment for the third quarter and year-to-date periods of 2026 and 2025 were as follows:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 513 | $ | 477 | 7.3 | % | 6.9 | % | — | % | — | % | 0.4 | % | 7.3 | % | ||||||||||||||||||||||||||||
| Operating income | $ | 186 | $ | 156 | 19.3 | % | 18.2 | % | — | % | 0.7 | % | 0.4 | % | 19.3 | % | ||||||||||||||||||||||||||||
| Operating margin % | 36.3 | % | 32.6 | % | 370 bps | 350 bps | — | 20 bps | — | 370 bps | ||||||||||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 1,569 | $ | 1,428 | 9.8 | % | 9.0 | % | — | % | — | % | 0.8 | % | 9.8 | % | |||||||||||||||||||||||||
| Operating income | $ | 527 | $ | 468 | 12.5 | % | 12.3 | % | — | % | (0.3) | % | 0.5 | % | 12.5 | % | |||||||||||||||||||||||||
| Operating margin % | 33.6 | % | 32.8 | % | 80 bps | 100 bps | — | (10) bps | (10) bps | 80 bps | |||||||||||||||||||||||||||||||
•Operating revenue grew in the third quarter and year-to-date periods due to higher organic revenue, despite temporary disruptions resulting from a severe weather event in the third quarter, and the favorable effect of foreign currency translation.
•Organic revenue increased 6.9% in the third quarter as equipment and consumables grew 5.2% and 10.0%, respectively. In the year-to-date period, organic revenue grew 9.0% as equipment and consumables increased 10.7% and 6.1%, respectively.
◦North American organic revenue increased 7.7% primarily due to growth in both the industrial and commercial end markets of 5.6% and 3.8%, respectively. In the year-to-date period, organic revenue grew 11.5% primarily due to growth in the industrial and commercial end markets of 9.8% and 7.9%, respectively. The growth in both periods was primarily due to higher demand in the infrastructure, energy, semiconductor, aerospace and defense end markets.
◦International organic revenue grew 3.0% in the third quarter due to growth in Asia Pacific and Europe. In the year-to-date period, international organic revenue decreased 3.3% primarily due to lower demand in Asia Pacific and Europe.
•Operating margin was 36.3% in the third quarter. The increase of 370 basis points was primarily due to an insurance recovery related to the severe weather event, while higher employee-related expenses and unfavorable price/cost of 10 basis points partially offset positive operating leverage of 130 basis points and benefits from the Company's enterprise initiatives.
•In the year-to-date period, operating margin of 33.6% increased 80 basis points primarily due to an insurance recovery related to the severe weather event in the third quarter, while higher employee-related expenses and unfavorable price/cost of 20 basis points partially offset positive operating leverage of 140 basis points and benefits from the Company's enterprise initiatives.
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;
27
•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.
The results of operations for the Polymers & Fluids segment for the third quarter and year-to-date periods of 2026 and 2025 were as follows:
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 477 | $ | 441 | 8.1 | % | 8.2 | % | — | % | — | % | (0.1) | % | 8.1 | % | ||||||||||||||||||||||||||||
| Operating income | $ | 149 | $ | 126 | 18.7 | % | 17.5 | % | — | % | 1.2 | % | — | % | 18.7 | % | ||||||||||||||||||||||||||||
| Operating margin % | 31.3 | % | 28.5 | % | 280 bps | 240 bps | — | 40 bps | — | 280 bps | ||||||||||||||||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 1,405 | $ | 1,308 | 7.4 | % | 5.8 | % | — | % | — | % | 1.6 | % | 7.4 | % | ||||||||||||||||||||||||||||
| Operating income | $ | 415 | $ | 361 | 15.1 | % | 13.2 | % | — | % | 0.3 | % | 1.6 | % | 15.1 | % | ||||||||||||||||||||||||||||
| Operating margin % | 29.6 | % | 27.6 | % | 200 bps | 190 bps | — | 10 bps | — | 200 bps | ||||||||||||||||||||||||||||||||||
•Operating revenue grew in the third quarter primarily due to higher organic revenue. In the year-to-date period, operating revenue increased due to higher organic revenue and the favorable effect of foreign currency translation.
•Organic revenue increased 8.2% in the third quarter and 5.8% in the year-to-date period due to higher demand across all major regions. Product line simplification activities reduced organic revenue by 30 basis points and 40 basis points in the third quarter and year-to-date periods, respectively.
◦Organic revenue for the automotive aftermarket businesses increased 5.9% in the third quarter primarily due to higher demand in the car care, engine and body repair businesses in North America and the tire repair business in Asia Pacific, partially offset by lower demand in the tire repair business in North America and Europe. In the year-to-date period, organic revenue grew 5.4% primarily due to higher demand in the car care and engine repair businesses in North America and the tire repair business in Asia Pacific and Europe, partially offset by lower demand in body and tire repair businesses in North America.
◦Organic revenue for the polymers businesses increased 11.8% in the third quarter and 6.4% in the year-to-date period due to an increase across all major regions.
◦Organic revenue for the fluids businesses grew 9.0% and 5.8% in the third quarter and year-to-date periods, respectively, primarily driven by higher demand in the general industrial end market in North America and the biopharmaceutical end market in Europe.
•Operating margin was 31.3% in the third quarter. The increase of 280 basis points was primarily due to favorable price/cost of 170 basis points, positive operating leverage of 140 basis points and benefits from the Company's enterprise initiatives, partially offset by higher employee-related expenses.
•In the year-to-date period, operating margin of 29.6% increased 200 basis points primarily due to benefits from the Company's enterprise initiatives, positive operating leverage of 110 basis points and favorable price/cost of 50 basis points, partially offset by higher employee-related expenses.
28
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.
The results of operations for the Construction Products segment for the third quarter and year-to-date periods of 2026 and 2025 were as follows:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 472 | $ | 473 | — | % | (0.8) | % | — | % | — | % | 0.8 | % | — | % | |||||||||||||||||||||||||
| Operating income | $ | 141 | $ | 149 | (5.2) | % | (7.4) | % | — | % | 1.6 | % | 0.6 | % | (5.2) | % | |||||||||||||||||||||||||
| Operating margin % | 29.9 | % | 31.6 | % | (170) bps | (210) bps | — | 40 bps | — | (170) bps | |||||||||||||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | |||||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 1,424 | $ | 1,389 | 2.6 | % | — | % | — | % | — | % | 2.6 | % | 2.6 | % | ||||||||||||||||||||||||||||
| Operating income | $ | 427 | $ | 424 | 0.6 | % | (2.2) | % | — | % | 0.9 | % | 1.9 | % | 0.6 | % | ||||||||||||||||||||||||||||
| Operating margin % | 30.0 | % | 30.6 | % | (60) bps | (70) bps | — | 20 bps | (10) bps | (60) bps | ||||||||||||||||||||||||||||||||||
•Operating revenue was flat in the third quarter as the favorable effect of foreign currency translation offset lower organic revenue. In the year-to-date period, operating revenue increased due to the favorable effect of foreign currency translation.
•Organic revenue decreased 0.8% in the third quarter primarily due to lower demand in Europe and North America. In the year-to-date period, organic revenue was flat as higher demand in North America and Asia Pacific offset lower demand in Europe. Product line simplification activities reduced organic revenue by 20 basis points in the third quarter and year-to-date periods.
◦North American organic revenue decreased 0.4% in the third quarter primarily due to a decline in the United States residential end market of 3.1%, partially offset by an increase of 18.7% in the United States commercial end market. In the year-to-date period, organic revenue grew 0.6% primarily due to growth of 10.2% in the commercial end market, partially offset by lower demand in the residential end market and in Canada of 0.6% and 2.1%, respectively.
◦International organic revenue decreased 1.2% in the third quarter and 0.7% in the year-to-date period. European organic revenue declined 2.2% and 1.4% in the third quarter and year-to-date periods, respectively, primarily due to lower demand in the residential end market, partially offset by higher demand in the commercial end market. Asia Pacific organic revenue was flat in the third quarter and grew 0.2% in the year-to-date period with higher demand in the Australia and New Zealand residential end markets in both respective periods.
•Operating margin was 29.9% in the third quarter. The decrease of 170 basis points was primarily due to higher employee-related expenses and unfavorable price/cost of 60 basis points, partially offset by benefits from the Company's enterprise initiatives and lower restructuring expenses of 40 basis points.
•In the year-to-date period, operating margin of 30.0% decreased 60 basis points primarily due to higher employee-related expenses and unfavorable price/cost of 30 basis points, partially offset by benefits from the Company's enterprise initiatives.
29
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, airlines, 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.
The results of operations for the Specialty Products segment for the third quarter and year-to-date periods of 2026 and 2025 were as follows:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 447 | $ | 452 | (1.1) | % | (1.2) | % | — | % | — | % | 0.1 | % | (1.1) | % | |||||||||||||||||||||||||
| Operating income | $ | 140 | $ | 146 | (4.0) | % | (4.6) | % | — | % | 0.4 | % | 0.2 | % | (4.0) | % | |||||||||||||||||||||||||
| Operating margin % | 31.4 | % | 32.3 | % | (90) bps | (110) bps | — | 20 bps | — | (90) bps | |||||||||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||||||||||||||
| Dollars in millions | September 30, | Components of Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Inc (Dec) | Organic | Acquisition/ Divestiture | Restructuring | Foreign Currency | Total | ||||||||||||||||||||||||||||||||||
| Operating revenue | $ | 1,346 | $ | 1,342 | 0.3 | % | (1.4) | % | — | % | — | % | 1.7 | % | 0.3 | % | |||||||||||||||||||||||||
| Operating income | $ | 423 | $ | 429 | (1.3) | % | (3.9) | % | — | % | 0.7 | % | 1.9 | % | (1.3) | % | |||||||||||||||||||||||||
| Operating margin % | 31.4 | % | 32.0 | % | (60) bps | (90) bps | — | 30 bps | — | (60) bps | |||||||||||||||||||||||||||||||
•Operating revenue declined in the third quarter primarily due to lower organic revenue. In the year-to-date period, operating revenue increased due to the favorable effect of foreign currency translation, partially offset by lower organic revenue.
•Organic revenue decreased 1.2% in the third quarter as equipment sales declined 15.1% compared to the prior year period which benefitted from 14.2% growth, partially offset by consumables which increased 3.2%. In the year-to-date period, organic revenue declined 1.4% as equipment sales decreased 8.3%, partially offset by consumables which grew 0.7%. Product line simplification activities reduced organic revenue by 130 basis points and 160 basis points in the third quarter and year-to-date periods, respectively.
◦North American organic revenue increased 2.7% in the third quarter primarily driven by growth in the consumer packaging, specialty films and ground support equipment businesses, partially offset by a decline in the appliance and marking coding businesses. In the year-to-date period, organic revenue declined 0.4% primarily driven by a decrease in the appliance, marking coding, graphics and ground support equipment businesses, partially offset by growth in the filter medical and specialty films businesses.
◦International organic revenue declined 8.1% in the third quarter primarily due to a decline in the European ground support equipment and graphics businesses and lower demand in Asia Pacific, partially offset by higher demand in the specialty films business. In the year-to-date period, organic revenue decreased 3.1% primarily due to lower demand in the graphics and appliance businesses in Europe and Asia, partially offset by growth in the European specialty films and filter medical businesses.
•Operating margin was 31.4% in the third quarter. The decrease of 90 basis points was primarily due to higher employee-related expenses and unfavorable operating leverage of 20 basis points, partially offset by benefits from the Company's enterprise initiatives and favorable price/cost of 60 basis points.
30
•In the year-to-date period, operating margin of 31.4% decreased 60 basis points primarily due to higher employee-related expenses, unfavorable price/cost of 40 basis points and unfavorable operating leverage of 30 basis points, partially offset by benefits from the Company's enterprise initiatives and lower restructuring expenses of 30 basis points.
OTHER FINANCIAL HIGHLIGHTS
•Interest expense was $83 million and $235 million in the third quarter and year-to-date periods of 2026, respectively, versus $75 million and $217 million in the third quarter and year-to-date periods of 2025, respectively. Refer to Note 9. Debt in Item 1. Financial Statements for further information regarding the Company's outstanding debt.
•Other income (expense) was income of $37 million in the third quarter of 2026 versus $12 million in the prior year period and $69 million in the year-to-date period of 2026 versus $28 million in the prior year period. The increase in both respective periods was primarily due to gains on disposal of assets and lower foreign currency transaction losses in 2026 compared to 2025.
NEW ACCOUNTING PRONOUNCEMENTS
Information regarding new accounting pronouncements is included in Note 1. Significant Accounting Policies in Item 1. Financial Statements.
31
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are free cash flow and short-term credit facilities. As of September 30, 2026, the Company had $809 million of cash and equivalents on hand and no outstanding borrowings under its $3.0 billion revolving credit facility. The Company also has maintained strong access to public debt markets. Management believes that these sources are sufficient to service debt and to finance the Company's capital allocation priorities, which include:
•internal investments to support organic growth and sustain core businesses;
•payment of an attractive dividend to shareholders; and
•external investments in selective strategic acquisitions that support the Company's organic growth focus and an active share repurchase program.
The Company believes that, based on its operating revenue, operating margin, free cash flow, and credit ratings, it could readily obtain additional financing, if necessary.
Cash Flow
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 is 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. Summarized cash flow information for the third quarter and year-to-date periods of 2026 and 2025 is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| In millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net cash provided by operating activities | $ | 953 | $ | 1,021 | $ | 2,299 | $ | 2,163 | |||||||||||||||
| Additions to plant and equipment | (102) | (117) | (289) | (314) | |||||||||||||||||||
| Free cash flow | $ | 851 | $ | 904 | $ | 2,010 | $ | 1,849 | |||||||||||||||
| Cash dividends paid | $ | (458) | $ | (438) | $ | (1,386) | $ | (1,318) | |||||||||||||||
| Repurchases of common stock | (187) | (375) | (1,312) | (1,125) | |||||||||||||||||||
| Acquisition of businesses (excluding cash and equivalents) | — | — | — | 1 | |||||||||||||||||||
| Net proceeds from (repayments of) debt | (274) | 25 | 581 | 489 | |||||||||||||||||||
| Other, net | 31 | 14 | 53 | 41 | |||||||||||||||||||
| Effect of exchange rate changes on cash and equivalents | 7 | 6 | 12 | 39 | |||||||||||||||||||
| Net increase (decrease) in cash and equivalents | $ | (30) | $ | 136 | $ | (42) | $ | (24) | |||||||||||||||
Stock Repurchase Programs
On August 4, 2023, the Company announced that its Board of Directors approved a new authorization for the Company to repurchase up to $5.0 billion of the Company's common stock over an open-ended period of time (the "2023 Program"). The Company repurchased 0.7 million shares of its common stock at an average price of $278.04 and 1.5 million shares of its common stock at an average price of $260.58 during the three months ended September 30, 2026 and 2025, respectively. The Company repurchased 5.0 million shares of its common stock at an average price of $262.89 and 4.5 million shares of its common stock at an average price of $252.68 during the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, there were $678 million of authorized repurchases remaining under the 2023 Program.
On August 7, 2026, the Company announced that its Board of Directors approved a new authorization for the Company to repurchase up to an additional $6.0 billion of the Company's common stock over an open-ended period of time (the "2026 Program"). As of September 30, 2026, there were $6.0 billion of authorized repurchases remaining under the 2026 Program.
32
After-tax Return on Average Invested Capital
The Company uses after-tax return on average invested capital ("After-tax ROIC") to measure the effectiveness of its operations' use of invested capital to generate profits. After-tax ROIC is not defined under U.S. generally accepted accounting principles ("GAAP"). After-tax ROIC is a non-GAAP financial measure that the Company believes is a meaningful metric to investors in evaluating the Company's ability to generate returns from cash invested in its operations and may be different than the method used by other companies to calculate After-tax ROIC. The Company defines After-tax ROIC as operating income after taxes divided by average invested capital, which is annualized when presented in interim periods. Operating income after taxes is a non-GAAP measure consisting of net income before interest expense and other income (expense), on an after-tax basis, which are excluded as they do not represent returns generated by the Company's operations. For comparability, the Company also excluded the discrete tax benefit of $34 million in the first quarter of 2026 from net income and the effective tax rate for the nine months ended September 30, 2026. Additionally, 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. Also, for comparability, the Company 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. 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. Net income to average invested capital and After-tax ROIC for the third quarter and year-to-date periods of 2026 and 2025 were as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| Dollars in millions | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net Income | $ | 855 | $ | 821 | $ | 2,438 | $ | 2,276 | |||||||||||||||
| Discrete tax benefit related to the first quarter 2026 | — | — | (34) | — | |||||||||||||||||||
| Net discrete tax benefit related to the third quarter 2025 | — | (27) | — | (27) | |||||||||||||||||||
| Discrete tax benefit related to the first quarter 2025 | — | — | — | (21) | |||||||||||||||||||
Interest expense, net of tax (1) | 63 | 57 | 178 | 165 | |||||||||||||||||||
Other (income) expense, net of tax (1) | (28) | (10) | (52) | (22) | |||||||||||||||||||
| Operating income after taxes | $ | 890 | $ | 841 | $ | 2,530 | $ | 2,371 | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Invested capital: | |||||||||||||||||||||||
| Cash and equivalents | $ | 809 | $ | 924 | $ | 809 | $ | 924 | |||||||||||||||
| Trade receivables | 3,516 | 3,255 | 3,516 | 3,255 | |||||||||||||||||||
| Inventories | 1,823 | 1,725 | 1,823 | 1,725 | |||||||||||||||||||
| Net plant and equipment | 2,254 | 2,203 | 2,254 | 2,203 | |||||||||||||||||||
| Goodwill and intangible assets | 5,616 | 5,568 | 5,616 | 5,568 | |||||||||||||||||||
| Accounts payable and accrued expenses | (2,258) | (2,175) | (2,258) | (2,175) | |||||||||||||||||||
| Debt | (9,372) | (8,942) | (9,372) | (8,942) | |||||||||||||||||||
| Other, net | 754 | 651 | 754 | 651 | |||||||||||||||||||
| Total net assets (stockholders' equity) | 3,142 | 3,209 | 3,142 | 3,209 | |||||||||||||||||||
| Cash and equivalents | (809) | (924) | (809) | (924) | |||||||||||||||||||
| Debt | 9,372 | 8,942 | 9,372 | 8,942 | |||||||||||||||||||
| Total invested capital | $ | 11,705 | $ | 11,227 | $ | 11,705 | $ | 11,227 | |||||||||||||||
Average invested capital (2) | $ | 11,728 | $ | 11,293 | $ | 11,587 | $ | 10,863 | |||||||||||||||
Net income to average invested capital (3) | 29.1 | % | 29.1 | % | 28.1 | % | 27.9 | % | |||||||||||||||
After-tax return on average invested capital (3) | 30.3 | % | 29.8 | % | 29.1 | % | 29.1 | % | |||||||||||||||
33
(1) Effective tax rate used for interest expense and other (income) expense for the three months ended September 30, 2026 and 2025 was 24.4% and 24.3%, respectively. Effective tax rate used for interest expense and other (income) expense for the nine months ended September 30, 2026 and 2025 was 24.3% in both periods.
(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, 2026 and 2025 were converted to an annual rate by multiplying the calculated return by 4. Returns for the nine months ended September 30, 2026 and 2025 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 nine month period ended September 30, 2026, excluding the first quarter 2026 discrete tax benefit of $34 million primarily related to the resolution of a U.S. tax audit, is as follows:
| Nine Months Ended | |||||||||||
| September 30, 2026 | |||||||||||
| Dollars in millions | Income Taxes | Tax Rate | |||||||||
| As reported | $ | 740 | 23.3 | % | |||||||
| Discrete tax benefit related to the first quarter 2026 | 34 | 1.0 | % | ||||||||
| As adjusted | $ | 774 | 24.3 | % | |||||||
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 | % | |||||||||||||||
Refer to Note 4. Income Taxes in Item 1. Financial Statements for additional information regarding the discrete tax items noted above.
34
Working Capital
Management uses working capital as a measurement of the short-term liquidity of the Company. Net working capital as of September 30, 2026 and December 31, 2025 is summarized as follows:
| In millions | September 30, 2026 | December 31, 2025 | Increase/ (Decrease) | ||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and equivalents | $ | 809 | $ | 851 | $ | (42) | |||||||||||
| Trade receivables | 3,516 | 3,227 | 289 | ||||||||||||||
| Inventories | 1,823 | 1,659 | 164 | ||||||||||||||
| Prepaid expenses and other current assets | 450 | 463 | (13) | ||||||||||||||
| Total current assets | 6,598 | 6,200 | 398 | ||||||||||||||
| Current liabilities: | |||||||||||||||||
| Short-term debt | 2,219 | 2,286 | (67) | ||||||||||||||
| Accounts payable and accrued expenses | 2,258 | 2,158 | 100 | ||||||||||||||
| Other | 623 | 682 | (59) | ||||||||||||||
| Total current liabilities | 5,100 | 5,126 | (26) | ||||||||||||||
| Net working capital | $ | 1,498 | $ | 1,074 | $ | 424 | |||||||||||
As of September 30, 2026, a significant portion of the Company's cash and equivalents was held by international subsidiaries. Cash and equivalents held internationally are typically used for international operating needs or reinvested to fund expansion of existing international businesses. International funds may also be used to fund international acquisitions or, if not considered permanently invested, may be repatriated to the U.S. and subject to foreign withholding taxes. The Company has accrued for foreign withholding taxes related to foreign held cash and equivalents that are not permanently invested.
In the U.S., the Company utilizes cash flows from operations to fund domestic cash needs and the Company's capital allocation priorities. This includes operating needs of the U.S. businesses, dividend payments, share repurchases, acquisitions, servicing of domestic debt obligations, reinvesting to fund expansion of existing U.S. businesses and general corporate needs. The Company may also use its commercial paper program, which is supported by a long-term credit facility, for short-term liquidity needs. The Company believes cash generated by operations and liquidity provided by the Company's commercial paper program will continue to be sufficient to fund cash requirements in the U.S.
Debt
Total debt as of September 30, 2026 and December 31, 2025 was as follows:
| In millions | September 30, 2026 | December 31, 2025 | |||||||||
| Short-term debt | $ | 2,219 | $ | 2,286 | |||||||
| Long-term debt | 7,153 | 6,683 | |||||||||
| Total debt | $ | 9,372 | $ | 8,969 | |||||||
Short-term debt included commercial paper of $369 million and $1.3 billion as of September 30, 2026 and December 31, 2025, respectively. The weighted-average interest rate on commercial paper as of September 30, 2026 and December 31, 2025 was 3.99% and 3.84%, respectively. Short-term debt also included $1.0 billion and $999 million as of September 30, 2026 and December 31, 2025, respectively, related to the 2.65% notes due November 15, 2026, which were reclassified from Long-term debt to Short-term debt in the fourth quarter of 2025. Additionally, Short-term debt as of September 30, 2026 included $850 million outstanding under the Company's Euro-denominated credit agreement entered into on May 5, 2023 (the "Euro Credit Agreement") with an interest rate of 3.25%. The Euro Credit Agreement was reclassified from Long-term debt to Short-term debt in the third quarter of 2026.
On February 24, 2025, the Company entered into an amendment to the Euro Credit Agreement to extend the termination date from April 30, 2025 to February 28, 2027, with an option to further extend the termination date to September 15, 2027. The amendment also decreased the interest rate spread applicable to the loans from 0.75% to 0.70% and removed the option for a one-month interest period. As of December 31, 2025, the Company had $881 million outstanding under the Euro Credit
35
Agreement with an interest rate of 2.77%, which was included in Long-term debt. The Company intends to exercise its option to extend the termination date to September 15, 2027.
On February 20, 2026, the Company entered into a $3.0 billion, five-year revolving credit facility with a termination date of February 20, 2031, which is available to provide additional liquidity, including to support the potential issuances of commercial paper. This agreement replaced the existing $3.0 billion, five-year revolving credit facility with a termination date of October 21, 2027. No amounts were outstanding under the revolving credit facility as of September 30, 2026 or December 31, 2025.
On August 13, 2026, the Company issued $1.5 billion of 4.65% notes due August 13, 2029 at 99.748% of face value. Proceeds from the issuance were used to repay a portion of the indebtedness under the Company's commercial paper program.
Total Debt to EBITDA
The Company uses the ratio of total debt to EBITDA as a measure of its ability to repay its outstanding debt obligations. EBITDA and the ratio of total debt to EBITDA are non-GAAP financial measures. The Company believes that total debt to EBITDA is a meaningful metric to investors in evaluating the Company's long term financial liquidity and may be different than the method used by other companies to calculate total debt to EBITDA. The ratio of total debt to EBITDA represents total debt divided by net income before interest expense, other income (expense), income taxes, depreciation, and amortization and impairment of intangible assets on a trailing twelve month basis. Total debt to EBITDA for the trailing twelve month periods ended September 30, 2026 and December 31, 2025 was as follows:
| Dollars in millions | September 30, 2026 | December 31, 2025 | |||||||||
| Total debt | $ | 9,372 | $ | 8,969 | |||||||
| Net income | $ | 3,228 | $ | 3,066 | |||||||
| Add: | |||||||||||
| Interest expense | 310 | 292 | |||||||||
| Other (income) expense | (83) | (42) | |||||||||
| Income taxes | 974 | 900 | |||||||||
| Depreciation | 330 | 317 | |||||||||
Amortization and impairment of intangible assets | 70 | 80 | |||||||||
| EBITDA | $ | 4,829 | $ | 4,613 | |||||||
| Total debt to EBITDA ratio | 1.9 | 1.9 | |||||||||
Stockholders' Equity
The changes to stockholders' equity during the year-to-date period ended September 30, 2026 were as follows:
| In millions | |||||
Total stockholders' equity, December 31, 2025 | $ | 3,226 | |||
| Net income | 2,438 | ||||
| Repurchases of common stock | (1,312) | ||||
| Dividends declared | (1,411) | ||||
| Other comprehensive income (loss) | 109 | ||||
| Other, net | 92 | ||||
Total stockholders' equity, September 30, 2026 | $ | 3,142 | |||
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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 retaliatory countermeasures, 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 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 the 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 (1) weaknesses or downturns in the markets served by the Company, (2) changes or deterioration in international and domestic political and economic conditions, such as the Russia and Ukraine conflict, the conflict in Iran, or U.S.-China trade relations and the impact of related economic and other sanctions, (3) the unfavorable impact of foreign currency fluctuations, (4) the Company's enterprise strategy initiatives may not have the desired impact on organic revenue growth, (5) market conditions and cost and availability of financing to fund the Company's share repurchases, (6) a delay or decrease in the introduction of new products into the Company's product lines, (7) any failure to protect the Company's intellectual property, (8) potential negative impact of impairments to goodwill and other intangible assets on the Company's return on invested capital, financial condition or results of operations, (9) raw material price increases and supply shortages or delays, (10) financial market risks to the Company's obligations under its defined benefit pension plans, (11) negative effects of service interruptions, data corruption, cyber-based attacks, security breaches of our technology networks and systems or those of our vendors and third-party service providers, or violations of data privacy laws, (12) the potential negative impact of acquisitions on the Company's profitability and returns, (13) potential negative effects of divestitures, including retained liabilities and unknown contingent liabilities, (14) impact of tax legislation and regulatory action and changing tax rates, (15) potential adverse outcomes in legal proceedings or enforcement actions, (16) uncertainties related to environmental regulation and the physical risks of climate change, (17) potential failure of the Company's employees, agents or business partners to comply with anti-bribery, competition, import/export, trade sanctions, data privacy, human rights and other laws, (18) public health crises and related government actions, and (19) increases in inflation or interest rates and the possibility of economic recession. A more detailed description of these risks is contained under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. 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.
Any forward-looking statements made by ITW speak only as of the date on which they are made. ITW is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.
ITW practices fair disclosure for all interested parties. Investors should be aware that while ITW regularly communicates with securities analysts and other investment professionals, it is against ITW's policy to disclose to them any material non-public information or other confidential commercial information. Investors should not assume that ITW agrees with any statement or report issued by any analyst irrespective of the content of the statement or report.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
For a discussion of the Company's quantitative and qualitative disclosures about market risk, see Part I - Item 7A - Quantitative and Qualitative Disclosures About Market Risk in the Company's 2025 Annual Report on Form 10-K. Additionally, refer to Note 9. Debt and Note 10. Accumulated Other Comprehensive Income (Loss) in Item 1. Financial Statements for further information regarding the Company's outstanding debt and net investment hedge.
37
ITEM 4. Controls and Procedures
The Company's management, with the participation of the Company's President & 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 September 30, 2026. Based on such evaluation, the Company's President & Chief Executive Officer and Senior Vice President & Chief Financial Officer have concluded that, as of September 30, 2026, the Company's disclosure controls and procedures were effective.
In connection with the evaluation by management, including the Company's President & 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 September 30, 2026 were identified that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
38
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.
ITEM 1A. Risk Factors
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 2025 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 4, 2023, the Company announced that its Board of Directors approved a new authorization for the Company to repurchase up to $5.0 billion of the Company's common stock over an open-ended period of time (the "2023 Program"). As of September 30, 2026, there were $678 million of authorized repurchases remaining under the 2023 Program.
On August 7, 2026, the Company announced that its Board of Directors approved a new authorization for the Company to repurchase up to an additional $6.0 billion of the Company's common stock over an open-ended period of time (the "2026 Program"). As of September 30, 2026, there were $6.0 billion of authorized repurchases remaining under the 2026 Program.
Stock repurchase activity for the third quarter of 2026 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 | ||||||||||||||||||||||
| July 2026 | 0.3 | $ | 276.32 | 0.3 | $ | 796 | ||||||||||||||||||||
| August 2026 | 0.2 | $ | 287.89 | 0.2 | $ | 6,731 | ||||||||||||||||||||
| September 2026 | 0.2 | $ | 268.85 | 0.2 | $ | 6,678 | ||||||||||||||||||||
| Total | 0.7 | 0.7 | ||||||||||||||||||||||||
39
ITEM 6. Exhibits | ||||||||||||||
| Exhibit Index | ||||||||||||||
| Exhibit Number | Exhibit Description | |||||||
| 101 | The following financial and related information from the Illinois Tool Works Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 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). | |||||||
40
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: | October 28, 2026 | By: | /s/ Matteo C. Pigozzo | ||||||||
| Matteo C. Pigozzo | |||||||||||
| Vice President & Chief Accounting Officer | |||||||||||
| (Principal Accounting Officer and Duly Authorized Officer) | |||||||||||
41
Exhibit 31
Rule 13a-14(a) Certification
I, Christopher A. O'Herlihy, certify that:
1.I have reviewed this report on Form 10-Q of Illinois Tool Works Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | October 28, 2026 | /s/ Christopher A. O'Herlihy | |||||||||
| Christopher A. O'Herlihy | |||||||||||
| President & Chief Executive Officer | |||||||||||
Exhibit 31
Rule 13a-14(a) Certification
I, Michael M. Larsen, certify that:
1.I have reviewed this report on Form 10-Q of Illinois Tool Works Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | October 28, 2026 | /s/ Michael M. Larsen | |||||||||
| Michael M. Larsen | |||||||||||
| Senior Vice President & Chief Financial Officer | |||||||||||
Exhibit 32
Section 1350 Certification
The following statement is being made to the Securities and Exchange Commission solely for purposes of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), which carries with it certain criminal penalties in the event of a knowing or willful misrepresentation.
Each of the undersigned hereby certifies that the Quarterly Report on Form 10-Q for the period ended September 30, 2026 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
| Dated: | October 28, 2026 | /s/ Christopher A. O'Herlihy | |||||||||
| Christopher A. O'Herlihy | |||||||||||
| President & Chief Executive Officer | |||||||||||
| Dated: | October 28, 2026 | /s/ Michael M. Larsen | |||||||||
| Michael M. Larsen | |||||||||||
| Senior Vice President & Chief Financial Officer | |||||||||||