Code of
Conduct

INTEGRITY. RESPECT. TRUST. SIMPLICITY. SHARED RISK.

Table of Contents

Introduction to the ITW Code of Conduct...................................... 3

INTEGRITY............................................................... 4
We Conduct Business with Integrity............................................. 5
We Conduct Business Fairly...................................................... 6

RESPECT.................................................................... 7
We Respect Our Colleagues...................................................... 8
We Respect Our Environment.................................................... 9
We Respect Human Rights........................................................ 10

TRUST......................................................................... 11
We Work in ITW’s Best Interests................................................. 12
We Safeguard ITW’s Assets....................................................... 14
We Protect Confidential Information........................................... 15

Speaking Up................................................................... 17
Certification.................................................................. 18© 2024 ITW Code of Conduct / 1

A Message fromChristopher
A. O’Herlihy

Dear ITW Colleague:
Throughout our history, our company’s unique culture has served as a cornerstone ofour business model and competitive advantage. Central to our culture is our unwaveringcommitment to integrity and high ethical standards. No matter our role, division, or location,
we must uphold these standards in all interactions and dealings with ITW team members,customers, suppliers, and stakeholders.
I ask that you familiarize yourself with the contents of the Code of Conduct. You are encouraged
to ask any questions, express any concerns, or immediately report any suspected violations toyour supervisor or directly via the ITW Helpline (itwhelpline.ethicspoint.com).
Thank you for your dedication to upholding our core values of Integrity, Respect, Trust, Shared
Risk, and Simplicity, and for all that you do to help ITW achieve its full potential each and everyday.
Sincerely,

Christopher A. O’Herlihy
President and Chief Executive Officer© 2024 ITW Code of Conduct / 2

INTRODUCTION TO THE
A message from E. Scott Santi
ITW CODEOF CONDUCT
Since 1912, ITW has built a reputation of honesty, integrity andfairness. Supported by unwavering management commitment
and engaged Board oversight, we operate our business witha demonstrated commitment to the highest level of ethicalconduct, everywhere in the company and every day. This
commitment is reinforced by strong policies and practices
related to fair, ethical and honest business dealings, robust
governance, and compliance with applicable laws, while
demonstrating respect for human rights at ITW and throughout
our supply chain. ITW’s core values of Integrity, Respect,
Trust, Simplicity and Shared Risk are the foundation for
our Code of Conduct. The Code is fundamental to how we
conduct business and describes the expected standardof behavior governing all ITW colleagues, directors,
businesses and subsidiaries around the world.
Our Supplier Code of Conduct applies all relevant
aspects of ITW’s Code of Conduct to our suppliers.

© 2024 ITW Code of Conduct / 3

INTEGRITYRESPECT
TRUST© 2024 ITW Code of Conduct / 4

We Conduct Businesswith Integrity

We Do Not Tolerate Bribery or Corruption
Operating with integrity means we never gain or retain business through unethical means, such asbribes, kickbacks or other corrupt payments. It is illegal to offer, promise, give or accept anythingof value to improperly influence a business decision. Bribes come in many forms, and they are notalways obvious. A gift or a favor, offer to hire or of a trip, charitable or political contribution — all
could be considered bribes if offered to influence behavior. Anti-Corruption Policy

We Do Not Make Improper Payments or Gifts
It is important that the valuable relationships we have built with our colleagues, customers,
suppliers and other stakeholders remain ethical and are not influenced by making improper
payments. Payments, which could include gifts, meals and entertainment, must be of minimalvalue, infrequent, not lavish or extravagant and support a legitimate business purpose. If they areintended or even reasonably interpreted as a reward or encouragement for a favor or preferential
treatment, they are never acceptable. Anti-Corruption Policy

We Maintain Accurate Books and Records
Accurate recordkeeping and reporting help us meet our legal requirements and are essential
to our business operations. Maintaining financial integrity also reflects well on our reputationand credibility. Be sure to follow internal controls and procedures so that we are creating andmaintaining accurate financial books and records. Controls Policies and Resources

We Comply with International Trade Laws
We are committed to conducting business in compliance with all trade laws and restrictions
imposed by the countries in which we do business. We expect our colleagues involved in sales orpurchase transactions that cross international borders, including intercompany transfers, to follow
applicable laws that regulate imports and customs activities, exports and exports controls, tradeembargoes and economic sanctions, and boycotts. Trade Compliance Policy/Resources© 2024 ITW Code of Conduct / 5

We Conduct
Business Fairly

We Compete Fairly
We are committed to fair and honest business competition. We comply fully with allapplicable antitrust and competition laws, which promote fair competition and protectfrom unfair business practices, including price fixing, agreeing with a competitor toallocate customers or territories or manipulate a bidding process. Our competitive
advantage is driven by ITW’s proprietary business model, not by engaging in unfair
or anticompetitive practices. Contact the Legal Department if you need guidance on
antitrust or fair competition laws that apply to your business. Competition Resources

We Act with Integrity in Dealing with Our Customers, Suppliersand Other Business Partners
We believe in fair, ethical and honest business practices. We are expected to act withintegrity, and our values require us to deal fairly with our suppliers, customers andother business partners and competitors. We treat others fairly by refusing to engage inmanipulation, concealment, misrepresentation of material facts or other actions that takeunfair advantage of others, compromise our integrity, hurt our reputation and may expose
us to legal liability.

© 2024 ITW Code of Conduct / 6

INTEGRITYRESPECT
TRUST© 2024 ITW Code of Conduct / 7

We Respect Our
Colleagues

We Prohibit Discrimination, Harassment and Retaliation
We respect people of all backgrounds and recognize the power of a diverse
and inclusive workforce. We are committed to equal opportunity and fairtreatment for all our colleagues and applicants. We do not discriminate or
harass colleagues, applicants or business partners because of race, color, sex,
religion, national origin, age, disability, sexual orientation, gender identity,
genetic information, veteran status or any other basis prohibited by applicablelaw. We never retaliate against anyone for making a good-faith complaint of
discrimination or harassment, reporting a violation or suspected violation of ourCode of Conduct or our values, or for good-faith participation in an investigation.

We Protect Safety and Well-Being in the Workplace
We are committed to maintaining a safe and healthy workplace for ourcolleagues, business partners and visitors to our business locations. We nevertolerate violence, threats or physical intimidation in our facilities. We strive
to foster a proactive safety culture, which is based on a philosophy that every
accident is preventable, with a shared goal of zero accidents. Safety Policy

We Comply with Employment Laws
We are expected to comply with all applicable employment laws, including thosethat govern the payment of wages and compensation for hours worked, such as
minimum wage laws and overtime laws. We are committed to providing market
competitive wage structures for all employees across the globe, and we maintain
fair labor practices. We recognize that our colleagues have the right to freedomof association and the right to decide whether to bargain collectively. Further,
we should not do business with suppliers who we believe may be violating thelaws that apply to them.

© 2024 ITW Code of Conduct / 8

We Respect Our
Environment

We Comply with Environmental Laws
We are committed to operating our businesses in a way that demonstrates ourcompliance with environmental laws and our dedication to global environmental
sustainability, including the sourcing of raw materials and the treatment and disposal of
toxic materials. We continually measure, manage and work to reduce our environmental
footprint and partner with key suppliers to use resources responsibly. We all must do
our part to respect environmental laws, be familiar with applicable laws and internal
procedures and report suspected violations. Environmental & Sustainability Policy© 2024 ITW Code of Conduct / 9

We Respect
Human Rights

We Respect Human Rights
We are committed to compliance with human rights laws, including those against slavery,
human trafficking and child labor. This commitment applies throughout our supply chain,
to all ITW colleagues and locations worldwide and to others who may act on our behalf.
Human Rights Policy© 2024 ITW Code of Conduct / 10

INTEGRITYRESPECT
TRUST© 2024 ITW Code of Conduct / 11

We Work in ITW’s
Best Interests

We Work in ITW’s Best Interests
Employees and directors must avoid any activity that might create an actual or perceived conflict of interest.
A conflict of interest occurs when an individual’s personal interest interferes in any way — or even appears tointerfere — with the interests of ITW. A conflict situation can arise when an employee or director takes actionsor has interests that may make it difficult to perform their work objectively or effectively. Conflicts of interest
also arise when an employee or director, or a family member, receives personal benefits because of theirposition at ITW. Providing loans to such persons or guaranteeing their obligations if they fail to fulfill their own
responsibilities is of special concern. We should strive to avoid situations where a decision could be or appear
to be influenced by one’s personal interests. Many potential conflicts can be addressed if they are disclosed andmanaged appropriately. Ask your manager or the Legal Department if you need guidance.

Receiving Gifts
A conflict of interest, or the perception of a conflict, can arise when you or a family member receives apayment or gift of more than a minimal value from a supplier, customer, competitor or a government official.
Examples of improper payments can include bribes, payoffs, kickbacks, and gifts and payments for goods
or services that either are not received or are at a greater price than is reasonably necessary.
Anti-Corruption Policy

Corporate Opportunities
We are not allowed to take business opportunities for ourselves that properly belong to ITW or are discoveredin the course of our work, to use Company property, information, funds, equipment or our positions for
improper personal gain, and to compete with ITW. We owe a duty to ITW to advance ITW’s businessinterests when the opportunity to do so arises.

Investments
A conflict of interest exists when financial investments or other personal interests are at risk ofinterfering with our ability to make an unbiased decision on ITW’s behalf. A conflict of interest
could include an employee or director having a financial or other interest in a supplier, customer
or competitor either directly or indirectly through a family member. (Investments under 1% of
the outstanding securities of a public company are not considered conflicts.) Ask your manager
or the Legal Department if you need guidance.

© 2024 ITW Code of Conduct / 12

Outside Employment
We all should give our best efforts every day, not allowing outside jobs or business interests to interfere with
our performance or responsibilities at ITW. We do not take outside positions or pursue opportunities thatcompete with ITW, and we avoid conduct that risks damage to ITW’s business or reputation. We are expected to
avoid working on Company time or using Company resources for outside interests.

Political Contributions
Contributions to candidates for public office and causes are governed by differing legal restrictions around theworld. In the United States and some other countries, employees and directors may make personal politicalcontributions only.

Family Members and Close Personal Relationships
Conflicts of interest can arise when our close personal relationships interfere — or appear to interfere — with
our ability to make decisions on behalf of ITW. We are expected to avoid romantic and family relationshipsthat may affect our objectivity as supervisors and managers, and could influence, or appear to influence,
employment decisions (such as hiring and promotion). We should also ensure there is transparency andindependence when considering friends or relatives as potential service providers to ITW. Ask your manager or
HR representative if you need guidance.

© 2024 ITW Code of Conduct / 13

We Safeguard
ITW’s Assets

We Safeguard ITW’s Assets
Over our long history, ITW has developed various assets, such as financial assets, physical assets(facilities, equipment, computers and other property), intangible assets (reputation, inventions,
intellectual property) and information assets (data relating to business). We all share a responsibility to
be a good steward of these assets, ensure their efficient use and safeguard them from loss, disclosureor misuse. All such assets should be used only for legitimate business purposes.

© 2024 ITW Code of Conduct / 14

We Protect Confidential
Information

We Safeguard ITW’s Confidential Information
We must protect Confidential Information learned at ITW or entrusted to us by ITW, our customers,
suppliers and business partners. Confidential Information may only be used and disclosed as authorized
by ITW. Confidential Information includes any proprietary business information of ITW or entrusted to
ITW by its customers, suppliers and other business partners that is not generally known to the public,
and it can be in hard copy, electronic or verbal form. Examples include but are not limited to:• Customer and supplier lists, pricing, margins, business and marketing plans and strategy,
technical know-how, formulae, processes, designs, leadership and talent development;• ITW’s 80/20 Front-to-Back Process and other trade secrets information, including 80/20
Front-to-Back playbooks, tools, case studies, divisional coaching materials, segment-specificmaterials, classroom training materials, and work product;• Information generated or used in your work or in the operations of ITW relating to actual or
anticipated business of ITW, including actual or prospective suppliers or customers; and• Other proprietary business information that might provide an economic or competitive
advantage to ITW, its customers or suppliers, or an economic or competitive disadvantage tothem if disclosed.
These obligations to protect Confidential Information continue after your employment with ITW ends.
In addition, when you leave ITW, you must return or destroy all Confidential Information in yourpossession, custody or control.

© 2024 ITW Code of Conduct / 15

We Protect ITW’s Trade Secrets, Including ITW’s 80/20 Front-to-Back Process
ITW’s intellectual property, particularly ITW’s 80/20 Front-to-Back Process and other trade secrets, are vital to our
success and help maintain our competitive advantage. We must never share this information outside ITW, and wemust take reasonable measures to protect it from unauthorized disclosure or misuse. In addition to protecting ourown assets and information, we respect the intellectual property rights of others, including their valid patents,
trademarks and copyrights.

We Do Not Share Inside Information or Engage in Insider Trading
The law prohibits us from improperly disclosing material information that is not known to the public about ITWor any other public company. We can never use or share inside information about ITW or any other company forthe purpose of trading on the stock market, and we can never tip others to trade on inside information. All such
nonpublic information must be kept strictly confidential.

We Protect Personal Information
We comply with all applicable data protection and privacy laws, including protecting information of colleagues,
customers and business partners. We only disclose personal information when there is a legitimate purpose andwhen legally allowed to disclose it. Everyone has a responsibility to ensure the security of personal information,
including knowing how long we retain it and disposing of it when no longer needed. Data Privacy Policy andResources.

© 2024 ITW Code of Conduct / 16

Speaking Up

We encourage you to ask any questions, express your concerns, orreport any violations or suspected violations of our Code of Conduct
or applicable laws.
You can speak with your supervisor, your HR representative or a member of yourlocal management team. If you are not comfortable speaking with them, you cancontact ITW’s Compliance Team at compliance@ITW.com. You can also access the ITW
Confidential Helpline (itwhelpline.ethicspoint.com) to make a report or access tollfree numbers to speak to a third-party representative by phone. While you can makean anonymous report in those countries that permit it, we encourage you to identify
yourself. With more information we are better able to thoroughly investigate andreach the most appropriate resolution. We will keep your identity confidential to theextent practicable.
No Retaliation for Reporting: ITW will not tolerate retaliation against anyone
who expresses a concern or reports a suspected violation in good faith. Retaliation
is a serious misconduct that will result in disciplinary action up to and including
termination of employment.
Waivers: Waivers of ITW’s Code of Conduct for executive officers or directors may
only be made by ITW’s Board of Directors or by a Board Committee.

© 2024 ITW Code of Conduct / 17

CERTIFICATION
I have received, read, and agree to comply with the Illinois Tool Works Inc. Code of
Conduct. I acknowledge that ITW encourages me to ask any questions and express myconcerns, or to promptly report (unless prohibited by local law) any violations or suspectedviolations of the Code of Conduct or applicable laws.
I agree to avoid any activity that might create an actual or perceived conflict with thebest interests of ITW. I agree to disclose any such potential conflict of interest, including
any personal interest or interest of any family member that may interfere or appear tointerfere with the interests of ITW.
I am not aware of any possible violation of the Code of Conduct (either by me or any other
employee or director of ITW, its operating units or subsidiaries) that has not already beenreported by me in a prior certification.

Date__________________________________________________________________________
Signature: ____________________________________________________________________Name (Please print):____________________________________________________________
Business:______________________________________________________________________
Location: _____________________________________________________________________

Explain possible conflict of interest or other violations of the Code of Conduct:______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________© 2024 ITW Code of Conduct / 18

Illinois Tool Works Inc.
155 Harlem Avenue
Glenview, Illinois 60025
www.itw.com