ILLINOIS TOOL WORKS INC
For the period ended May 8, 2026. Filed Mar 27, 2026.
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May 8, 2026 · Filed Mar 27, 2026
Contents
Appendix A
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., Ralliant 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 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 net discrete tax benefit of $27 million in the third quarter of 2025 and the discrete tax benefit of $21 million in the first quarter of 2025 from net income and the effective tax rate for the year ended December 31, 2025. Additionally, for comparability, the Company also excluded the net discrete tax benefit of $121 million in the third quarter of 2024 from net income and the effective tax rate for the year ended December 31, 2024. Also, 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, 2025, 2024, 2023, 2022 and 2021 were as follows:
A-1
Appendix A
| Dollars in millions | 2025 | 2024 | 2023 | 2022 | 2021 |
|---|---|---|---|---|---|
| Numerator: | |||||
| Net income | $3,066 | $3,488 | $2,957 | $3,034 | $2,694 |
| Net discrete tax benefit related to the third quarter 2025 | (27) | — | — | — | — |
| Discrete tax benefit related to the first quarter 2025 | (21) | — | — | — | — |
| Net discrete tax benefit related to the third quarter 2024 | — | (121) | — | — | — |
| Discrete tax benefit related to the second quarter 2023 | — | — | (20) | — | — |
| Discrete tax benefit related to the fourth quarter 2022 | — | — | — | (32) | — |
| Discrete tax benefit related to the second quarter 2022 | — | — | — | (51) | — |
| 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) | 222 | 215 | 204 | 156 | 157 |
| Other (income) expense, net of tax(1) | (32) | (336) | (38) | (196) | (40) |
| Operating income after taxes | $3,208 | $3,246 | $3,103 | $2,911 | $2,678 |
| Denominator: | |||||
|---|---|---|---|---|---|
| Invested capital: | |||||
| Cash and equivalents | $851 | $948 | $1,065 | $708 | $1,527 |
| Trade receivables | 3,227 | 2,991 | 3,123 | 3,171 | 2,840 |
| Inventories | 1,659 | 1,605 | 1,707 | 2,054 | 1,694 |
| Net assets held for sale | — | — | — | 7 | — |
| Net plant and equipment | 2,230 | 2,036 | 1,976 | 1,848 | 1,809 |
| Goodwill and intangible assets | 5,689 | 5,431 | 5,566 | 5,632 | 5,937 |
| Accounts payable and accrued expenses | (2,158) | (2,095) | (2,244) | (2,322) | (2,233) |
| Debt | (8,969) | (7,863) | (8,164) | (7,763) | (7,687) |
| Other, net | 697 | 264 | (16) | (246) | (261) |
| Total net assets (stockholders' equity) | 3,226 | 3,317 | 3,013 | 3,089 | 3,626 |
| Cash and equivalents | (851) | (948) | (1,065) | (708) | (1,527) |
| Debt | 8,969 | 7,863 | 8,164 | 7,763 | 7,687 |
| Total invested capital | $11,344 | $10,232 | $10,112 | $10,144 | $9,786 |
| Average invested capital(2) | $10,959 | $10,419 | $10,214 | $10,017 | $9,087 |
| Net income to average invested capital | 28.0% | 33.5% | 29.0% | 30.3% | 29.6% |
| After-tax return on average invested capital | 29.3% | 31.2% | 30.4% | 29.1% | 29.5% |
| (1) | Effective tax rate used for interest expense and other (income) expense for the years ended December 31, 2025, 2024, 2023, 2022 and 2021 was 23.9%, 23.8%, 23.2%, 23.2% and 23.0%, 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 2025 effective tax rate, 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
| 2026 PROXY STATEMENT | A-2 |
|---|
Appendix A
discrete tax benefit of $21 million related to the reversal of a valuation allowance on net operating loss carryforwards, is as follows:
| Dollars in millions | Income Taxes | Tax Rate |
|---|---|---|
| As reported | $900 | 22.7% |
| Net discrete tax benefit related to the third quarter 2025 | 27 | 0.7% |
| Discrete tax benefit related to the first quarter 2025 | 21 | 0.5% |
| As adjusted | $948 | 23.9% |
After-tax ROIC for the year ended December 31, 2024 included 90 basis points of favorable impact related to the cumulative effect of the change from the LIFO method of accounting to the FIFO method for certain U.S. businesses ($117 million pre-tax, or $88 million after-tax) in the first quarter of 2024.
A reconciliation of the 2024 effective tax rate excluding the third quarter 2024 net discrete tax benefit of $121 million, which included favorable discrete tax benefits of $107 million related to the utilization of capital loss carryforwards upon the sale of Wilsonart and $87 million related to a reorganization of the Company’s intellectual property, partially offset by a $73 million discrete tax expense related to the remeasurement of unrecognized tax benefits associated with various intercompany transactions, is as follows:
| Dollars in millions | Income Taxes | Tax Rate |
|---|---|---|
| As reported | $934 | 21.1% |
| Net discrete tax benefit related to the third quarter 2024 | 121 | 2.7% |
| As adjusted | $1,055 | 23.8% |
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:
| Dollars in millions | Income Taxes | Tax Rate |
|---|---|---|
| As reported | $866 | 22.6% |
| Discrete tax benefit related to the second quarter 2023 | 20 | 0.6% |
| As adjusted | $886 | 23.2% |
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:
| Dollars in millions | Income Taxes | Tax Rate |
|---|---|---|
| As reported | $808 | 21.0% |
| Discrete tax benefit related to the fourth quarter 2022 | 32 | 0.8% |
| Discrete tax benefit related to the second quarter 2022 | 51 | 1.4% |
| As adjusted | $891 | 23.2% |
A-3
Appendix A
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:
| Dollars in millions | Income Taxes | Tax Rate |
|---|---|---|
| As reported | $632 | 19.0% |
| Discrete tax benefit related to the third quarter 2021 | 21 | 0.6% |
| Discrete tax benefit related to the second quarter 2021 | 112 | 3.4% |
| As adjusted | $765 | 23.0% |
2024 Adjusted Net Income Per Share - Diluted (Unaudited)
| Impact of sale of noncontrolling interest in Wilsonart in the third quarter 2024 | (1.26) |
|---|---|
| Cumulative effect of change in inventory accounting method, net of tax in the first quarter 2024 | (0.30) |
| As Adjusted | $10.15 |
2012 Adjusted Income Per Share from Continuing Operations - Diluted (Unaudited)
| Decorative Surfaces net gain | 1.34 |
|---|---|
| Decorative Surfaces equity interest | (0.04) |
| Decorative Surfaces operating results | 0.21 |
| As adjusted for the Decorative Surfaces business | $3.21 |
| 2026 PROXY STATEMENT | A-4 |
|---|
(Company logo) ILLINOIS TOOL WORKS INC. ATTN: SHAREHOLDER RELATIONS 155 HARLEM AVENUE GLENVIEW, IL 60025 SCAN TO VIEW MATERIALS & VOTE 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., CT, on May 7, 2026 for shares held directly and for shares held in an ITW retirement plan account, vote by 10:59 p.m., CT, on May 5, 2026. 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 towww.virtualshareholdermeeting.com/ITW2026 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., CT, on May 7, 2026 for shares held directly and for shares held in an ITW retirement plan account, vote by 10:59 p.m., CT, on May 5, 2026. 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. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V82753-Z91660-P41641 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ILLINOIS TOOL WORKS INC. The Board of Directors recommends you vote FOR all nominees: 1. Election of Directors 1a. Daniel J. Brutto 1b. Susan Crown 1c. Darrell L. Ford 1d. Kelly J. Grier 1e. James W. Griffith 1f. Jay L. Henderson 1g. Jaime Irick 1h. Richard H. Lenny 1i. Christopher A. O'Herlihy 1j. E. Scott Santi For Against Abstain 1k. Jennifer F. Scanlon 1l. David B. Smith, Jr. 1m. Pamela B. Strobel The Board of Directors recommends you vote FOR the following proposals: 2. Advisory vote to approve executive compensation of ITW's named executive officers; 3. Ratification of the appointment of Deloitte & Touche LLP as ITW's independent registered public accounting firm for 2026; and The Board of Directors recommends you vote AGAINST the following proposal: 4. A non-binding stockholder proposal, if properly presented at the meeting, for Directors who fail to obtain a majority vote. For Against Abstain For Against Abstain For Against Abstain 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. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
ILLINOIS TOOL WORKS INC. ANNUAL MEETING OF STOCKHOLDERS FRIDAY, MAY 8, 2026 8:30 A.M. CT The Annual Meeting will be held in virtual format at www.virtualshareholdermeeting.com/ITW2026. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of the Annual Meeting, 2026 Proxy Statement and 2025 Form 10-K are available at www.proxyvote.com. V82754-Z91660-P41641 ILLINOIS TOOL WORKS INC. ANNUAL MEETING OF STOCKHOLDERS May 8, 2026 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/ITW2026 on May 8, 2026 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 Proposals 2 and 3; AGAINST Proposal 4; 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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