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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 23, 2018
_________________________

ILLINOIS TOOL WORKS INC.
(Exact name of registrant as specified in its charter)

Delaware
 
1-4797
 
36-1258310
(State or other jurisdiction of incorporation)
 
(Commission File No.)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
155 Harlem Avenue, Glenview, IL
 
 
 
60025
(Address of principal executive offices)
 
 
 
(Zip Code)

Registrant's telephone number, including area code: 847-724-7500

Not Applicable
(Former name or former address, if changed since last report.)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02    Results of Operations and Financial Condition

On July 23, 2018, Illinois Tool Works Inc. (the “Company”) announced its 2018 second quarter results of operations in the press release furnished as Exhibit 99.1.

Non-GAAP Financial Measures

The Company presents certain financial measures for 2017 excluding the impact of the "Tax Cuts and Jobs Act" and the benefit of a legal settlement in fiscal year 2017. These non-GAAP measures are consistent with the way management analyzes and assesses the Company’s operating performance. The Company believes these non-GAAP measures enhance investors’ understanding of the Company’s underlying financial performance, as well as their ability to compare the Company’s financial results and overall performance to that of its peers. A reconciliation of the impact of the "Tax Cuts and Jobs Act" and legal settlement is included in the press release furnished as Exhibit 99.1.

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. A reconciliation of free cash flow to net cash provided by operating activities is included in the press release furnished as Exhibit 99.1.

The Company uses adjusted after-tax return on average invested capital ("ROIC") to measure the effectiveness of its operations’ use of invested capital to generate profits. ROIC is a non-GAAP financial measure that the Company believes is a meaningful metric to investors in evaluating the Company’s financial performance and may be different than the method used by other companies to calculate ROIC. For comparability, the Company excluded the confidential legal settlement from the calculation of ROIC for the year ended December 31, 2017 and the three and six months ended June 30, 2017. Average invested capital represents the net assets of the Company, excluding cash and equivalents and outstanding debt, which are excluded as they do not represent capital investment in the Company's operations. Average invested capital is calculated using balances at the start of the period and at the end of each quarter. A calculation of ROIC is included in the press release furnished as Exhibit 99.1.



Item 9.01    Financial Statements and Exhibits

(d)
Exhibits
 
 
 
 
 
 
 
Exhibit Number
 
Exhibit Description
 
 
 
 
 
 




SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
 
 
 
ILLINOIS TOOL WORKS INC.
 
 
 
 
 
 
Dated: July 23, 2018
 
By: /s/ Michael M. Larsen
 
 
Michael M. Larsen
 
 
Senior Vice President & Chief Financial Officer


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1

ITW Delivers $1.97 Earnings per Share, up 17%

Total revenue was $3.8 billion, an increase of 7%; organic growth was 4%
Operating margin was 24.3%, an increase of 10 bps, 50 bps excluding 2017 legal settlement
Operating income was up 7% to $932 million, up 9% excluding the legal settlement
Full year guidance adjusted to reflect impact of currency translation in the second half 2018 based on current exchange rates. Expect EPS in the range of $7.50 to $7.70 per share, up 15% versus prior year at the midpoint

GLENVIEW, Ill., July 23, 2018 - Illinois Tool Works Inc. (NYSE: ITW) today reported second quarter 2018 GAAP earnings of $1.97 per share, a 17 percent increase compared to the year ago period. As previously disclosed, the company recorded an EPS benefit of $0.03 per share related to a legal settlement in the second quarter of 2017. Excluding this item, earnings per share increased 19 percent. In addition, currency had a $0.03 negative impact to earnings per share versus guidance provided for the second quarter.

“ITW delivered another strong quarter with good growth momentum and excellent operational execution,” said E. Scott Santi, Chairman and Chief Executive Officer. “The company’s ability to overcome near-term inflationary and currency challenges and generate four percent organic revenue growth, core operating earnings growth of nine percent, core EPS growth of 19 percent, and continue to expand margins is a direct result of the strength and resilience of the ITW Business Model and the dedicated team of ITW professionals around the world who leverage it to serve our customers and execute our strategy with excellence each and every day.”

Revenue was up seven percent with four percent organic growth. Operating income was $932 million in the quarter, an increase of seven percent, and operating margin was 24.3 percent, an increase of 10 basis points. Excluding the second quarter 2017 legal settlement, operating income was up nine percent and operating margin increased 50 basis points. Enterprise Initiatives contributed 110 basis points of margin improvement, more than offsetting 70 basis points of unfavorable price/cost impact. Year-to-date on a dollar-for-dollar basis, pricing actions essentially offset the impact of raw material cost inflation.

All seven of the company’s business segments delivered positive year on year organic revenue growth, led by Welding with 13 percent. Organic growth of four percent was driven by five percent growth in North America.

After-tax return on invested capital was 28.7 percent, an improvement of 440 basis points, of which 400 basis points resulted from new U.S tax rules and regulations.

In the second quarter, Free Cash Flow was $533 million, an increase of 38 percent. The company repurchased $500 million of its own shares.

2018 Guidance
Based on current foreign exchange rates, second half earnings per share are projected to have a $0.12 negative currency impact versus prior guidance. ITW adjusted 2018 full-year EPS guidance to reflect this impact, and expects earnings in a range of $7.50 to $7.70 per share, or 15 percent growth at the midpoint. The company also revised its outlook for operating margin to a range of 24 to 25 percent reflecting price/cost related margin dilution. The company continues to expect to recover the impact of raw material cost increases through price actions on a dollar for dollar basis for the full year and as a result, expects the full year price/cost impact on the company’s earnings per share to be neutral (as it was in the first half of 2018). The company continues to expect organic growth of three to four percent, free cash flow at or above 100 percent of net income, and an effective tax rate of approximately 25 percent for the year. The company now expects to repurchase $1.5 billion of its own shares in 2018.

For the third quarter 2018, the company expects earnings to be in the range of $1.80 to $1.90 per share, with revenue up two to three percent and organic growth of three to four percent. As a reminder, prior year third quarter GAAP EPS of $1.85 included a $0.14 benefit from a legal settlement. Excluding this item, adjusted EPS was $1.71 per share.Non-GAAP Measures
This earnings release contains certain non-GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP measures is included in the attached supplemental reconciliation schedule.






Forward-looking Statement
This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding diluted earnings per share, foreign exchange rates, organic revenue growth, operating margin, price/cost impact, free cash flow, effective tax rate, after-tax return on invested capital, and timing and amount of share repurchases. These statements are subject to certain risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated. Such factors include those contained in ITW's Form 10-K for 2017 and subsequently filed Form 10-Qs.

About Illinois Tool Works
ITW (NYSE: ITW) is a Fortune 200 global multi-industrial manufacturing leader with revenues totaling $14.3 billion in 2017. The company’s seven industry-leading segments leverage the unique ITW Business Model to drive solid growth with best-in-class margins and returns in markets where highly innovative, customer-focused solutions are required. ITW has approximately 50,000 dedicated colleagues in operations around the world who thrive in the company’s unique, decentralized and entrepreneurial culture.






ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
STATEMENT OF INCOME (UNAUDITED)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
In millions except per share amounts
2018
 
2017(1)
 
2018
 
2017(1)
Operating Revenue
$
3,831

 
$
3,599

 
$
7,575

 
$
7,070

Cost of revenue
2,231

 
2,087

 
4,412

 
4,090

Selling, administrative, and research and development expenses
620

 
603

 
1,232

 
1,211

Legal settlement (income)

 
(15
)
 

 
(15
)
Amortization and impairment of intangible assets
48

 
52

 
96

 
105

Operating Income
932

 
872

 
1,835

 
1,679

Interest expense
(64
)
 
(65
)
 
(130
)
 
(129
)
Other income (expense)
26

 
12

 
38

 
18

Income Before Taxes
894

 
819

 
1,743

 
1,568

Income Taxes
228

 
232

 
425

 
445

Net Income
$
666

 
$
587

 
$
1,318

 
$
1,123

 
 
 
 
 
 
 
 
Net Income Per Share:
 
 
 
 
 
 
 
Basic
$
1.98

 
$
1.70

 
$
3.90

 
$
3.25

Diluted
$
1.97

 
$
1.69

 
$
3.87

 
$
3.23

 
 
 
 
 
 
 
 
Cash Dividends Per Share:
 
 
 
 
 
 
 
Paid
$
0.78

 
$
0.65

 
$
1.56

 
$
1.30

Declared
$
0.78

 
$
0.65

 
$
1.56

 
$
1.30

 
 
 
 
 
 
 
 
Shares of Common Stock Outstanding During the Period:
 
 
 
 
 
 
 
Average
336.7

 
344.7

 
338.5

 
345.4

Average assuming dilution
338.9

 
347.5

 
340.8

 
348.3


(1) 
The three and six months ended June 30, 2017 have been restated to reflect the adoption of new accounting guidance in 2018 which resulted in the presentation of $2 million and $4 million, respectively, of other net periodic benefit income in Other income (expense) rather than in Operating Income, with no change in Net Income.





ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
STATEMENT OF FINANCIAL POSITION (UNAUDITED)

In millions
June 30, 2018
 
December 31, 2017
Assets
 
 
 
Current Assets:
 
 
 
Cash and equivalents
$
1,628

 
$
3,094

Trade receivables
2,878

 
2,628

Inventories
1,320

 
1,220

Prepaid expenses and other current assets
293

 
336

Total current assets
6,119

 
7,278

 
 
 
 
Net plant and equipment
1,783

 
1,778

Goodwill
4,675

 
4,752

Intangible assets
1,177

 
1,272

Deferred income taxes
595

 
505

Other assets
1,174

 
1,195

 
$
15,523

 
$
16,780

 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
Current Liabilities:
 
 
 
Short-term debt
$
1,350

 
$
850

Accounts payable
623

 
590

Accrued expenses
1,224

 
1,258

Cash dividends payable
262

 
266

Income taxes payable
88

 
89

Total current liabilities
3,547

 
3,053

 
 
 
 
Noncurrent Liabilities:
 
 
 
Long-term debt
6,069

 
7,478

Deferred income taxes
704

 
164

Noncurrent income taxes payable
561

 
614

Other liabilities
854

 
882

Total noncurrent liabilities
8,188

 
9,138

 
 
 
 
Stockholders’ Equity:
 
 
 
Common stock
6

 
6

Additional paid-in-capital
1,231

 
1,218

Retained earnings
20,633

 
20,210

Common stock held in treasury
(16,555
)
 
(15,562
)
Accumulated other comprehensive income (loss)
(1,530
)
 
(1,287
)
Noncontrolling interest
3

 
4

Total stockholders’ equity
3,788

 
4,589

 
$
15,523

 
$
16,780







ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
SEGMENT DATA (UNAUDITED)


Three Months Ended June 30, 2018
Dollars in millions
Total Revenue
Operating Income
Operating Margin
Automotive OEM
$
879

$
198

22.5
%
Food Equipment
553

140

25.4
%
Test & Measurement and Electronics
554

131

23.5
%
Welding
440

129

29.3
%
Polymers & Fluids
445

95

21.2
%
Construction Products
444

109

24.5
%
Specialty Products
522

146

28.1
%
Intersegment
(6
)

%
Total Segments
3,831

948

24.7
%
Unallocated

(16
)
%
Total Company
$
3,831

$
932

24.3
%

Six Months Ended June 30, 2018
Dollars in millions
Total Revenue
Operating Income
Operating Margin
Automotive OEM
$
1,780

$
415

23.3
%
Food Equipment
1,080

270

25.0
%
Test & Measurement and Electronics
1,097

258

23.5
%
Welding
863

246

28.5
%
Polymers & Fluids
887

187

21.1
%
Construction Products
872

204

23.3
%
Specialty Products
1,007

276

27.4
%
Intersegment
(11
)

%
Total Segments
7,575

1,856

24.5
%
Unallocated

(21
)
%
Total Company
$
7,575

$
1,835

24.2
%






ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
SEGMENT DATA (UNAUDITED)


Q2 2018 vs. Q2 2017 Favorable/(Unfavorable)
Operating Revenue
Automotive OEM
Food Equipment
Test & Measurement and Electronics
Welding
Polymers & Fluids
Construction Products
Specialty Products
Total ITW
Organic
2.8
%
1.6
%
3.9
%
13.3
%
0.9
%
1.7
%
4.0
 %
3.7
%
Acquisitions/Divestitures
%
%
%
%
%
%
(0.1
)%
%
Translation
4.4
%
3.2
%
2.8
%
1.0
%
0.8
%
2.7
%
2.6
 %
2.8
%
Operating Revenue
7.2
%
4.8
%
6.7
%
14.3
%
1.7
%
4.4
%
6.5
 %
6.5
%

Q2 2018 vs. Q2 2017 Favorable/(Unfavorable)
Change in Operating Margin
Automotive OEM
Food Equipment
Test & Measurement and Electronics
Welding
Polymers & Fluids
Construction Products
Specialty Products
Total ITW
Operating Leverage
 40 bps
 30 bps
 100 bps
 200 bps
 20 bps
 40 bps
 70 bps
 70 bps
Changes in Variable Margin & OH Costs
 (40) bps
 (90) bps
 120 bps
 (70) bps
 20 bps
 (130) bps
 (60) bps
Total Organic
 (60) bps
 220 bps
 200 bps
 (50) bps
 60 bps
 (60) bps
 10 bps
Acquisitions/Divestitures
Restructuring/Other
 20 bps
 (40) bps
 (60) bps
 10 bps
 30 bps
 (10) bps
 40 bps
Total Operating Margin Change
 20 bps
 (100) bps
 160 bps
 210 bps
 (20) bps
 50 bps
 (20) bps
 10 bps
 
 
 
 
 
 
 
 
 
Total Operating Margin % *
22.5%
25.4%
23.5%
29.3%
21.2%
24.5%
28.1%
24.3%
 
 
 
 
 
 
 
 
 
*Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets
 50 bps
 70 bps
 270 bps
 30 bps
 370 bps
 40 bps
 100 bps
 130 bps
** Amortization expense from acquisition-related intangible assets had an unfavorable impact of ($0.11) on GAAP earnings per share for the second quarter of 2018.

1H 2018 vs 1H 2017 Favorable/(Unfavorable)
Operating Revenue
Automotive OEM
Food Equipment
Test & Measurement and Electronics
Welding
Polymers & Fluids
Construction Products
Specialty Products
Total ITW
Organic
1.9
%
1.1
%
5.7
%
10.4
%
0.6
%
2.3
%
2.3
 %
3.2
%
Acquisitions/Divestitures
%
%
%
%
%
%
(0.2
)%
%
Translation
6.1
%
4.3
%
4.1
%
1.4
%
2.1
%
4.0
%
3.6
 %
3.9
%
Operating Revenue
8.0
%
5.4
%
9.8
%
11.8
%
2.7
%
6.3
%
5.7
 %
7.1
%






1H 2018 vs. 1H 2017 Favorable/(Unfavorable)
Change in Operating Margin
Automotive OEM
Food Equipment
Test & Measurement and Electronics
Welding
Polymers & Fluids
Construction Products
Specialty Products
Total ITW
Operating Leverage
 30 bps
 20 bps
 150 bps
 160 bps
 20 bps
 60 bps
 50 bps
 70 bps
Changes in Variable Margin & OH Costs
 (60) bps
 (90) bps
 110 bps
 (50) bps
 (50) bps
 (40) bps
 (90) bps
 (30) bps
Total Organic
 (30) bps
 (70) bps
 260 bps
 110 bps
 (30) bps
 20 bps
 (40) bps
 40 bps
Acquisitions/Divestitures
Restructuring/Other
 30 bps
 (10) bps
 (10) bps
 40 bps
 (20) bps
 20 bps
 10 bps
Total Operating Margin Change
 (80) bps
 250 bps
 110 bps
 10 bps
 (20) bps
 50 bps
 
 
 
 
 
 
 
 
 
Total Operating Margin % *
23.3%
25.0%
23.5%
28.5%
21.1%
23.3%
27.4%
24.2%
 
 
 
 
 
 
 
 
 
*Includes unfavorable operating margin impact of amortization expense from acquisition-related intangible assets
 50 bps
 70 bps
 270 bps
 30 bps
 370 bps
 50 bps
 110 bps
 130 bps
** Amortization expense from acquisition-related intangible assets had an unfavorable impact of ($0.21) on GAAP earnings per share for the first half of 2018.







ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
GAAP to NON-GAAP RECONCILIATIONS (UNAUDITED)


ADJUSTED AFTER-TAX RETURN ON AVERAGE INVESTED CAPITAL (UNAUDITED)

 
Three Months Ended
 
Six Months Ended
 
Twelve Months Ended

June 30,
 
June 30,
 
December 31,
Dollars in millions
2018
 
2017
 
2018
 
2017
 
2017
Operating income(1)
$
932

 
$
872

 
$
1,835

 
$
1,679

 
$
3,485

Less: Legal settlement income

 
(15
)
 

 
(15
)
 
(95
)
Adjusted operating income
932

 
857

 
1,835

 
1,664

 
3,390

Tax rate(2)
25.5
%
 
28.4
%
 
25.0
%
 
28.4
%
 
28.3
%
Income taxes
(238
)
 
(243
)
 
(459
)
 
(472
)
 
(958
)
Operating income after taxes
$
694

 
$
614

 
$
1,376

 
$
1,192

 
$
2,432

 
 
 
 
 
 
 
 
 
 
Invested capital:
 
 
 

 
 
 
 
 
 
Trade receivables
$
2,878

 
$
2,629

 
$
2,878

 
$
2,629

 
$
2,628

Inventories
1,320

 
1,199

 
1,320

 
1,199

 
1,220

Net plant and equipment
1,783

 
1,726

 
1,783

 
1,726

 
1,778

Goodwill and intangible assets
5,852

 
6,041

 
5,852

 
6,041

 
6,024

Accounts payable and accrued expenses
(1,847
)
 
(1,754
)
 
(1,847
)
 
(1,754
)
 
(1,848
)
Other, net
(407
)
 
488

 
(407
)
 
488

 
21

Total invested capital
$
9,579

 
$
10,329

 
$
9,579

 
$
10,329

 
$
9,823

 
 
 
 
 
 
 
 
 
 
Average invested capital
$
9,675

 
$
10,105

 
$
9,724

 
$
9,942

 
$
10,005

Annualized return on average invested capital
28.7
%
 
24.3
%
 
28.3
%
 
24.0
%
 
24.3
%

(1) 
The 2017 results have been restated to reflect the adoption of new accounting guidance in 2018 related to the presentation of net periodic benefit costs. The adoption of this guidance resulted in the presentation of $9 million, $4 million and $2 million of other net periodic benefit income in Other income (expense) rather than in Operating Income for the full year 2017, first half 2017 and second quarter 2017, respectively, with no change in Net Income.

(2) 
The tax rate for the six months ended June 30, 2018 represents the estimated effective tax rate for the full year of 2018. The tax rate for the twelve months ended December 31, 2017 excludes the impact of the $658 million discrete tax charge related to the 2017 U.S. tax legislation.

ROIC for the three months ended June 30, 2018 was 28.7%, an improvement of 440 basis points, of which 400 basis points related to the new U.S. tax rules and regulations. ROIC for the six months ended June 30, 2018 was 28.3%, an improvement of 430 basis points, of which 380 basis points related to the new U.S. tax rules and regulations.


FREE CASH FLOW (UNAUDITED)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
Dollars in millions
2018
 
2017
 
2018
 
2017
Net cash provided by operating activities
$
620

 
$
464

 
$
1,158

 
$
927

Less: Additions to plant and equipment
(87
)
 
(77
)
 
(181
)
 
(141
)
Free cash flow
$
533

 
$
387

 
$
977

 
$
786






ILLINOIS TOOL WORKS INC. and SUBSIDIARIES
GAAP to NON-GAAP RECONCILIATIONS (UNAUDITED)


IMPACT OF THE "TAX CUTS AND JOBS ACT" AND LEGAL SETTLEMENT ON 2017 RESULTS

Following the passing of the “Tax Cuts and Jobs Act” in the U.S., ITW recorded a one-time tax charge of $658 million in the fourth quarter of 2017. Additionally, as previously disclosed, ITW entered into a confidential legal settlement, resulting in a favorable one-time benefit of $95 million, of which $15 million was recognized in the second quarter of 2017 and $80 million was recognized in the third quarter of 2017. The following schedules illustrate the impact of these items on the Company’s full year, first half and second quarter 2017 financial results:

 
 
Full Year 2017
Dollars in millions
 
As
Reported(1)
Legal
Item
Tax
Charge
Ex. Items
Total Revenue
 
$14,314
$14,314
Operating Income
 
3,485
+$95
3,390
Operating Margin
 
24.3%
+60 bps
23.7%
Tax Rate
 
48.4%
+20.1%-pts
28.3%
Net Income
 
$1,687
+$59
($658)
$2,286
EPS
 
$4.86
+$0.17
($1.90)
$6.59

 
 
First Half 2017
 
Second Quarter 2017
Dollars in millions
 
As
Reported(1)
Legal
Item
Ex. Legal Item
 
As
Reported(1)
Legal
Item
Ex. Legal Item
Total Revenue
 
$7,070
$7,070
 
$3,599
$3,599
Operating Income
 
1,679
+$15
1,664
 
872
+$15
857
Operating Margin
 
23.7%
+20 bps
23.5%
 
24.2%
+40 bps
23.8%
EPS
 
$3.23
+$0.03
$3.20
 
$1.69
+$0.03
$1.66

(1) 
The 2017 results have been restated to reflect the adoption of new accounting guidance in 2018 related to the presentation of net periodic benefit costs. The adoption of this guidance resulted in the presentation of $9 million, $4 million and $2 million of other net periodic benefit income in Other income (expense) rather than in Operating Income for the full year 2017, first half 2017 and second quarter 2017, respectively, with no change in Net Income.


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