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ILLINOIS TOOL WORKS INC

For the period ended Dec 31, 2023. Filed Mar 22, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Mar 22, 2024

ITW$280.95-1.6%Stored close · as of Nov 6, 2026
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Contents

Appendix B B-

Appendix B

SEGMENT PEER GROUP

Automotive OEM:Lear Corporation, Aptiv PLC, Autoliv, Inc. and BorgWarner Inc.
Food Equipment:Middleby Corporation and Electrolux Professional AB
Test & Measurement and Electronics:Ametek, Inc., Fortive Corporation, Mettler-Toledo International Inc., Spectris PLC, MKS Instruments, Inc. and Moog Inc.
Welding:Kennametal Inc., Lincoln Electric Holdings, Inc. and ESAB Corporation
Polymers & Fluids:3M Company, DuPont de Nemours, Inc., Huntsman Corporation and Dow Inc.
Construction Products:Carlisle Companies Incorporated, Masco Corporation, Stanley Black & Decker, Inc. and Simpson Manufacturing Co., Inc.
Specialty Products:Ball Corporation, Berry Global Group, Inc. and Amcor plc

GAAP TO NON-GAAP RECONCILIATIONS

After-tax Return on Average Invested Capital (Unaudited)

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 $20 million in the second quarter of 2023 from net income and the effective tax rate for the year ended December 31, 2023. Additionally, for comparability, the Company also excluded the discrete tax benefits of $32 million in the fourth quarter of 2022 and $51 million in the second quarter of 2022 from net income and the effective tax rate for the year ended December 31, 2022. Also, for comparability, the Company excluded the discrete tax benefits of $21 million in the third quarter of 2021 and $112 million in the second quarter of 2021 from net income and the effective tax rate for the year ended December 31, 2021. 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 years ended December 31, 2023, 2022, 2021 and 2020 were as follows:

Dollars in millions2023202220212020
Numerator:
Net income$2,957$3,034$2,694$2,109
Discrete tax benefit related to the second quarter 2023(20)———
Discrete tax benefit related to the fourth quarter 2022—(32)——
Discrete tax benefit related to the second quarter 2022—(51)——
Discrete tax benefit related to the third quarter 2021——(21)—
Discrete tax benefit related to the second quarter 2021——(112)—
Interest expense, net of tax(1)204156157162
Other (income) expense, net of tax(1)(38)(196)(40)(22)
Operating income after taxes$3,103$2,911$2,678$2,249

B-1

Appendix B

Dollars in millions2023202220212020
Denominator:
Invested capital:
Cash and equivalents$1,065$708$1,527$2,564
Trade receivables3,1233,1712,8402,506
Inventories1,7072,0541,6941,189
Net assets held for sale—7——
Net plant and equipment1,9761,8481,8091,777
Goodwill and intangible assets5,5665,6325,9375,471
Accounts payable and accrued expenses(2,244)(2,322)(2,233)(1,818)
Debt(8,164)(7,763)(7,687)(8,122)
Other, net(16)(246)(261)(385)
Total net assets (stockholders' equity)3,0133,0893,6263,182
Cash and equivalents(1,065)(708)(1,527)(2,564)
Debt8,1647,7637,6878,122
Total invested capital$10,112$10,144$9,786$8,740
Average invested capital(2)$10,214$10,017$9,087$8,576
Net income to average invested capital29.0%30.3%29.6%24.6%
After-tax return on average invested capital30.4%29.1%29.5%26.2%

(1)Effective tax rate used for interest expense and other (income) expense for the years ended December 31, 2023, 2022, 2021 and 2020 was 23.2%, 23.2%, 23.0% and 22.0%, respectively.

(2)Average invested capital is calculated using the total invested capital balances at the start of the period and at the end of each quarter within each of the periods presented.

A reconciliation of the 2023 effective tax rate excluding the second quarter 2023 discrete tax benefit of $20 million related to amended 2021 U.S. taxes is as follows:

Twelve Months EndedDecember 31, 2023
Dollars in millionsIncome TaxesTax Rate
As reported$86622.6%
Discrete tax benefit related to the second quarter 2023200.6%
As adjusted$88623.2%
2024 PROXY STATEMENTB-2

Appendix B

A reconciliation of the 2022 effective tax rate excluding the fourth quarter 2022 discrete tax benefit of $32 million related to the utilization of capital loss carryforwards and the second quarter 2022 discrete tax benefit of $51 million related to the resolution of a U.S. tax audit is as follows:

Twelve Months EndedDecember 31, 2022
Dollars in millionsIncome TaxesTax Rate
As reported$80821.0%
Discrete tax benefit related to the fourth quarter 2022320.8%
Discrete tax benefit related to the second quarter 2022511.4%
As adjusted$89123.2%

A reconciliation of the 2021 effective tax rate excluding the third quarter 2021 discrete tax benefit of $21 million related to the utilization of capital loss carryforwards and the second quarter 2021 discrete tax benefit of $112 million related to a change in the U.K. income tax rate is as follows:

Twelve Months EndedDecember 31, 2021
Dollars in millionsIncome TaxesTax Rate
As reported$63219.0%
Discrete tax benefit related to the third quarter 2021210.6%
Discrete tax benefit related to the second quarter 20211123.4%
As adjusted$76523.0%

2022 Adjusted Income Per Share from Continuing Operations - Diluted (Unaudited)

Twelve Months EndedDecember 31, 2022
Net impact of gains from two divestitures in the fourth quarter 2022(0.60)
As adjusted$9.17

2012 Adjusted Income Per Share from Continuing Operations - Diluted (Unaudited)

Twelve Months EndedDecember 31, 2012
Decorative Surfaces net gain1.34
Decorative Surfaces equity interest(0.04)
Decorative Surfaces operating results0.21
As adjusted for the Decorative Surfaces business$3.21

B-3

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D96488-Z83988-P83289 For Against Abstain For Against Abstain For Against Abstain For Against Abstain ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ILLINOIS TOOL WORKS INC. 1a. Daniel J. Brutto 1e. James W. Griffith 1d. Kelly J. Grier 1c. Darrell L. Ford 1f. Jay L. Henderson 1g. Richard H. Lenny 1h. E. Scott Santi 1i. David B. Smith, Jr. 1b. Susan Crown 1. Election of Directors The Board of Directors recommends you vote FOR all nominees: 1j. Pamela B. Strobel Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign by authorized officer and give full title. 4. Ratification of the appointment of Deloitte & Touche LLP as ITW's independent registered public accounting firm for 2023; and 2. Advisory vote to approve compensation of ITW's named executive officers; 3. Advisory vote on the frequency of the advisory vote on compensation of named executive officers; The Board of Directors recommends you vote FOR the following proposal: The Board of Directors recommends you vote FOR the following proposal: The Board of Directors recommends you vote AGAINST the following proposal: 5. A non-binding stockholder proposal, if properly presented at the meeting, for an Independent Board Chairman. The Board of Directors recommends you vote 1 YEAR on the following proposal: 3 Years1 Year 2 Years Abstain ! !!! ! !! ! !! VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:59 p.m., Central Time, on May 4, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/ITW2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 10:59 p.m., Central Time, on May 4, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw ILLINOIS TOOL WORKS INC. ATTN: SHAREHOLDER RELATIONS 155 HARLEM AVENUE GLENVIEW, IL 60025

D96489-Z83988-P83289 ILLINOIS TOOL WORKS INC. ANNUAL MEETING OF STOCKHOLDERS FRIDAY, MAY 5, 2023 8:30 A.M. CT Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice, Proxy Statement and Form 10-K are available at www.proxyvote.com. The Annual Meeting will be held in virtual format at www.virtualshareholdermeeting.com/ITW2023. ILLINOIS TOOL WORKS INC. ANNUAL MEETING OF STOCKHOLDERS May 5, 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned stockholder of Illinois Tool Works Inc. ("ITW") hereby appoints Susan Crown, Richard H. Lenny, and Pamela B. Strobel, or any of them, with full power of substitution, to act as proxies at the Annual Meeting of Stockholders of ITW to be held virtually at www.virtualshareholdermeeting.com/ITW2023 on May 5, 2023 with authority to vote as directed by this Proxy Card at the meeting, and any adjournments of the meeting, all shares of common stock of ITW registered in the name of the undersigned. If no direction is made, this proxy will be voted FOR the election of each director nominee under Proposal 1; FOR Proposal 2; For “1 YEAR” on Proposal 3; FOR Proposal 4; AGAINST Proposal 5; and FOR or AGAINST any other properly raised matter at the discretion of the proxies. If the undersigned is a participant in the ITW Savings and Investment Plan or the ITW Bargaining Savings and Investment Plan, the undersigned is also instructing the trustee of those plans to vote the shares of ITW common stock attributable to the undersigned in such plans as instructed on the reverse side and, in the discretion of the trustee, upon such other business as may come before the meeting, and if no instructions are given, the trustee will vote the shares in the same proportion as the shares for which voting instructions have been received. IMPORTANT – THIS PROXY CARD MUST BE SIGNED AND DATED ON THE REVERSE SIDE.

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