8-K

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): January 27, 2015

_________________________

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.)
3600 West Lake Avenue, Glenview, IL		60026-1215
(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.)

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 January 27, 2015, Illinois Tool Works Inc. (the “Company”) announced its 2014fourth quarter results of operations in the press release furnished as Exhibit 99.1. The Company’s presentation from the fourth quarter conference call held on January 27, 2015 is furnished as Exhibit 99.2.

Non-GAAP Financial Measures

The Company uses adjusted free operating 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. Adjusted free operating cash flow represents net cash provided by operating activities less additions to plant and equipment. Adjusted free operating cash flow is also adjusted for cash paid for income taxes related to the sale of the former Industrial Packaging segment. Adjusted free operating 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 adjusted free operating cash flow to net cash provided by operating activities is included in the press release furnished as Exhibit 99.1.

The Company uses adjusted return on average invested capital (“adjusted ROIC”) to measure the effectiveness of its operations' use of invested capital to generate profits. Adjusted 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. Adjusted average invested capital represents the net assets of the Company, excluding cash and equivalents and outstanding debt, as they do not represent capital investment in the Company's operations. Adjusted average invested capital also excludes the Company's net investment in the former Industrial Packaging segment and the equity investment in the Wilsonart business (formerly the Decorative Surfaces segment). Average invested capital is calculated using balances at the start of the period and at the end of each quarter. A calculation of adjusted 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
	99.1	Press Release issued by Illinois Tool Works Inc. dated January 27, 2015 (furnished pursuant to Item 2.02).
	99.2	Presentation from Illinois Tool Works Inc. fourth quarter conference call on January 27, 2015 (furnished pursuant to Item 2.02).

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: January 27, 2015	By: /s/ Michael M. Larsen
	Michael M. Larsen
	Senior Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

ITW Reports Fourth Quarter and Full-Year 2014 Financial Results

• 4Q diluted EPS from continuing operations of $1.18, up 28 percent

• 4Q operating margin of 19.6 percent up 190 basis points; Enterprise initiatives contributed 120 basis points

• 4Q organic revenue grew 2.3 percent

• Full-year 2015 EPS guidance unchanged; $5.25 at midpoint, up 12 percent

GLENVIEW, Ill., January 27, 2015 (GLOBE NEWSWIRE) -- Illinois Tool Works Inc. (NYSE:ITW) today reported fourth quarter 2014 earnings per share (EPS) from continuing operations of $1.18, 28 percent higher than the year-ago period. Operating margin increased 190 basis points to 19.6 percent and organic revenue grew 2.3 percent.

"We were pleased with ITW’s strong performance in the quarter and for the year," said E. Scott Santi, president and chief executive officer. "In the quarter, the Company continued to deliver meaningful improvement in our earnings per share, operating margin and return on invested capital metrics.”

“For full-year 2014, ITW grew earnings per share 29 percent, expanded operating margin by 210 basis points to 19.9 percent, improved after-tax return on invested capital by 260 basis points to 18.9 percent, and returned $5 billion to shareholders in the form of dividends and share repurchases. As a result of the strength of the ITW business model and the continued execution of our enterprise strategy, the Company is well positioned to deliver another year of solid progress in 2015,” Santi concluded.

Fourth quarter 2014 financial highlights (versus year-ago):

• Organic revenue was up 2.3 percent, with North American and international growth of 3 percent and 2 percent, respectively. In North America, organic revenue growth was driven by continued strength in welding, food equipment, and automotive OEM. Internationally, European organic revenues increased 1 percent and Asia Pacific grew 2 percent. As expected, ongoing product line simplification activities associated with the portfolio management component of ITW's enterprise strategy reduced organic revenue growth by approximately 1 percentage point in the quarter. Total revenues of $3.5 billion were down 1.4 percent due to negative foreign currency translation impact.

• Operating margins of 19.6 percent increased 190 basis points, with enterprise initiatives contributing 120 basis points. Six of the Company’s seven segments delivered operating margin improvement in excess of 100 basis points. Operating income increased 9.2 percent to $686 million.

•After-tax Return on Invested Capital (ROIC) of 18.6 percent increased 220 basis points.

Fourth quarter 2014 segment highlights (versus year-ago):

• Automotive OEM organic revenue growth of 7 percent outpaced fourth quarter worldwide auto builds of 1 percent. Organic revenues grew 12 percent in Europe, 4 percent in North America and 7 percent in Asia Pacific. Operating margins of 22.3 percent increased 190 basis points.

• Food Equipment's organic revenues increased 5 percent due to solid growth in equipment and service worldwide. Operating margins of 21.7 percent increased 220 basis points.

• Welding's organic revenues grew 4 percent, with North America increasing 10 percent due to strength in equipment sales to industrial and commercial customers. Operating margins of 25.4 percent increased 230 basis points.

Outlook

ITW is confirming its 2015 full-year EPS guidance range of $5.15 to $5.35, which is $5.25 at the midpoint, a 12 percent increase. Organic revenue growth for the year is expected to be 2.5 to 3.5 percent. Total revenue for the year is projected to decline 1 to 2 percent due to the impact of foreign currency translation. For the first quarter 2015, the Company is forecasting EPS to be in a range of $1.13 to $1.21, which is $1.17 at the midpoint, a 16 percent increase. In the first quarter, the Company expects 2 to 3 percent organic revenue growth and total revenue to decline 2 to 3 percent due to the impact of currency translation. The Company’s outlook is based on current foreign exchange rates.

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 organic and total revenue growth, operating margins and diluted income per share from continuing operations. 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-Q from the second quarter of 2014. The attached tables include a calculation of ROIC, a non-GAAP measure.

About ITW

ITW is a Fortune 200 global diversified industrial manufacturer of value added consumables and specialty equipment with related service businesses. The Company focuses on solid growth, improving profitability and strong returns across its worldwide platforms and divisions. These divisions serve customers and markets around the globe, with a significant presence in developed as well as emerging markets. ITW's revenues totaled $14.5 billion in 2014.

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

STATEMENT OF INCOME (UNAUDITED)

	Three Months Ended						Twelve Months Ended
(In millions except per share amounts)	December 31,						December 31,
	2014			2013			2014			2013
Operating Revenues	$	3,504		$	3,554		$	14,484		$	14,135
Cost of revenues	2,114			2,173			8,673			8,554
Selling, administrative, and research and development expenses	644			689			2,678			2,815
Amortization of intangible assets	60			64			242			250
Impairment of goodwill and other intangible assets	—			—			3			2
Operating Income	686			628			2,888			2,514
Interest expense	(54		)	(60		)	(250		)	(239		)
Other income (expense)	25			5			61			72
Income from Continuing Operations Before Income Taxes	657			573			2,699			2,347
Income Taxes	196			166			809			717
Income from Continuing Operations	461			407			1,890			1,630
Income (Loss) from Discontinued Operations	(11		)	1			1,056			49
Net Income	$	450		$	408		$	2,946		$	1,679
Income Per Share from Continuing Operations:
Basic	$	1.19		$	0.93		$	4.70		$	3.65
Diluted	$	1.18		$	0.92		$	4.67		$	3.63
Income (Loss) Per Share from Discontinued Operations:
Basic	$	(0.02	)	$	—		$	2.63		$	0.11
Diluted	$	(0.02	)	$	—		$	2.61		$	0.11
Net Income Per Share:
Basic	$	1.17		$	0.93		$	7.33		$	3.76
Diluted	$	1.16		$	0.93		$	7.28		$	3.74
Shares of Common Stock Outstanding During the Period:
Average	386.4			437.7			401.7			446.2
Average assuming dilution	389.2			440.9			404.6			449.3

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

STATEMENT OF FINANCIAL POSITION (UNAUDITED)

(In millions)	December 31, 2014			December 31, 2013
ASSETS
Current Assets:
Cash and equivalents	$	3,990		$	3,618
Trade receivables	2,293			2,365
Inventories	1,180			1,247
Deferred income taxes	212			384
Prepaid expenses and other current assets	401			366
Assets held for sale	—			1,836
Total current assets	8,076			9,816
Net plant and equipment	1,686			1,709
Goodwill	4,667			4,886
Intangible assets	1,799			1,999
Deferred income taxes	301			359
Other assets	1,149			1,197
	$	17,678		$	19,966
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-term debt	$	1,476		$	3,551
Accounts payable	512			634
Accrued expenses	1,287			1,272
Cash dividends payable	186			181
Income taxes payable	64			69
Deferred income taxes	8			10
Liabilities held for sale	—			317
Total current liabilities	3,533			6,034
Noncurrent Liabilities:
Long-term debt	5,981			2,793
Deferred income taxes	338			507
Other liabilities	1,002			923
Total noncurrent liabilities	7,321			4,223
Stockholders’ Equity:
Common stock	6			6
Additional paid-in-capital	1,096			1,046
Income reinvested in the business	17,173			14,943
Common stock held in treasury	(10,798		)	(6,676		)
Accumulated other comprehensive income	(658		)	384
Noncontrolling interest	5			6
Total stockholders’ equity	6,824			9,709
	$	17,678		$	19,966

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

GAAP to NON-GAAP RECONCILIATIONS

ADJUSTED RETURN ON AVERAGE INVESTED CAPITAL (UNAUDITED)

	Three Months Ended						Twelve Months Ended
(Dollars in millions)	December 31,						December 31,
	2014			2013			2014			2013
Operating income	$	686		$	628		$	2,888		$	2,514
Tax rate (as adjusted for discrete tax charge in 2013)	30.0		%	29.0		%	30.0		%	28.8		%
Income taxes	(206		)	(182		)	(866		)	(724		)
Operating income after taxes	$	480		$	446		$	2,022		$	1,790
Invested capital:
Trade receivables	$	2,293		$	2,365		$	2,293		$	2,365
Inventories	1,180			1,247			1,180			1,247
Net assets held for sale	—			1,519			—			1,519
Net plant and equipment	1,686			1,709			1,686			1,709
Goodwill and intangible assets	6,466			6,885			6,466			6,885
Accounts payable and accrued expenses	(1,799		)	(1,906		)	(1,799		)	(1,906		)
Other, net	465			616			465			616
Total invested capital	$	10,291		$	12,435		$	10,291		$	12,435
Average invested capital	$	10,401		$	12,511		$	11,249		$	12,605
Adjustment for Wilsonart (formerly Decorative Surfaces)	(147		)	(165		)	(154		)	(169		)
Adjustment for Industrial Packaging	95			(1,469		)	(424		)	(1,477		)
Adjusted average invested capital	$	10,349		$	10,877		$	10,671		$	10,959
Annualized adjusted return on average invested capital	18.6		%	16.4		%	18.9		%	16.3		%
							Twelve Months Ended
							December 31, 2013
Income Taxes - As reported							$	717
Discrete tax charge related to foreign earnings							(40					)
Income Taxes - As adjusted							677
Income from Continuing Operations Before Income Taxes							2,347
Tax rate (as adjusted for discrete tax charge in 2013)							28.8					%

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

GAAP to NON-GAAP RECONCILIATIONS

ADJUSTED FREE OPERATING CASH FLOW (UNAUDITED)

	Three Months Ended						Twelve Months Ended
(In millions)	December 31,						December 31,
	2014			2013			2014			2013
Net cash provided by operating activities	$	458		$	708		$	1,616		$	2,528
Less: Additions to plant and equipment	(89		)	(111		)	(361		)	(368		)
Free operating cash flow	369			597			1,255			2,160
Plus: Taxes paid related to sale of Industrial Packaging	191			—			724			—
Adjusted free operating cash flow	$	560		$	597		$	1,979		$	2,160

ADJUSTED FREE OPERATING CASH FLOW CONVERSION RATE (UNAUDITED)

(Dollars in millions)	Three Months Ended			Twelve Months Ended
	December 31, 2014			December 31, 2014
Adjusted free operating cash flow	$	560		$	1,979
Net Income - As reported	$	450		$	2,946
Less: Industrial Packaging gain on sale, after taxes	—			(1,148		)
Adjusted net income	$	450		$	1,798
Adjusted free operating cash flow to adjusted net income conversion rate	124		%	110		%

ILLINOIS TOOL WORKS INC. and SUBSIDIARIES

SEGMENT DATA (UNAUDITED)

For the Three Months Ended December 31, 2014									% F(U) vs. prior year
(Dollars in millions)	Total Revenue			Operating Income			Operating Margin		Total Revenue		Organic Revenue		Operating Margin
Automotive OEM	$	620		$	138		22.3	%	2.7	%	7.3	%	190 bps
Test & Measurement and Electronics	541			82			15.1	%	(3.3	)%	(0.5	)%	(60) bps
Food Equipment	554			120			21.7	%	1.4	%	4.7	%	220 bps
Polymers & Fluids	452			79			17.5	%	(4.2	)%	0.7	%	150 bps
Welding	458			116			25.4	%	2.3	%	4.2	%	230 bps
Construction Products	402			63			15.7	%	(4.7	)%	1.6	%	190 bps
Specialty Products	482			92			19.0	%	(5.4	)%	(2.6	)%	110 bps
Intersegment	(5		)	—			—	%	—	%	—	%	—
Total Segments	3,504			690			19.7	%	(1.4	)%	2.3	%	150 bps
Unallocated	—			(4		)	—	%	—	%	—	%	—
Total Company	$	3,504		$	686		19.6	%	(1.4	)%	2.3	%	190 bps

For the Twelve Months Ended December 31, 2014									% F(U) vs. prior year
(Dollars in millions)	Total Revenue			Operating Income			Operating Margin		Total Revenue		Organic Revenue		Operating Margin
Automotive OEM	$	2,590		$	600		23.2	%	8.1	%	8.9	%	270 bps
Test & Measurement and Electronics	2,204			340			15.4	%	1.3	%	1.5	%	60 bps
Food Equipment	2,177			453			20.8	%	6.4	%	4.7	%	200 bps
Polymers & Fluids	1,927			357			18.5	%	(3.3	)%	(1.2	)%	170 bps
Welding	1,850			479			25.9	%	0.7	%	1.2	%	60 bps
Construction Products	1,707			289			17.0	%	(0.6	)%	2.2	%	310 bps
Specialty Products	2,055			440			21.4	%	2.4	%	(0.3	)%	110 bps
Intersegment	(26		)	—			—	%	—	%	—	%	—
Total Segments	14,484			2,958			20.4	%	2.5	%	2.6	%	170 bps
Unallocated	—			(70		)	—	%	—	%	—	%	—
Total Company	$	14,484		$	2,888		19.9	%	2.5	%	2.6	%	210 bps

EX-99.2

Fourth Quarter 2014 Conference Call January 27, 2015 E. Scott Santi, President & CEO Michael M. Larsen, Senior Vice President & CFO Aaron H. Hoffman, Vice President, Investor Relations

Forward Looking Statements Safe Harbor Statement This conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding the expected impact and timing of strategic initiatives and related benefits, future financial performance, operating performance, growth in free operating cash flow, organic and total revenue growth, operating margin growth, growth in diluted income per share from continuing operations, restructuring expenses and related benefits, tax rates, exchange rates, timing and amount of share repurchases, end market economic conditions, and the Company’s related 2015 guidance. 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 could cause actual results to differ materially from the Company’s expectations include those that are detailed in ITW’s Form 10-Q for the second quarter of 2014. Non-GAAP Measures The Company uses certain non-GAAP measures in discussing the Company’s performance. The reconciliation of those measures to the most comparable GAAP measures are detailed in ITW’s press release for the fourth quarter of 2014, which is available at www.itw.com, together with this presentation. 2

2014 Highlights ● 2014 results driven by solid execution on enterprise strategy – $4.67 EPS +29%, 19.9% Operating Margin +210 bps, 18.9% ROIC* +260 bps ● Returned $5 billion to shareholders through share repurchases and dividends ● Significant progress on Portfolio Management, Business Structure Simplification, and Sourcing ● Increased focus on organic growth beginning in 2015 ● Well positioned to deliver continued progress toward our 2017 enterprise performance goals: – Operating Margin ~23% – ROIC 20%+ – Organic Growth 200 bps above global GDP 3 Solid progress as we enter year 3 of a 5 year plan to position ITW for solid growth with world class margins and returns on a sustainable basis * See ITW’s fourth quarter 2014 press release for the reconciliation from GAAP to non-GAAP measurements.

$3.5B $3.6B Q4’13 Q4’14 Total Revenue $1.18 $0.92 EPS Operating Margin EPS +28% Q4 2014 Financial Summary Strong financial results and positive momentum going into 2015 19.6% 17.7% +190 bps ROIC* 18.6% 16.4% +220 bps * See ITW’s fourth quarter 2014 press release for the reconciliation from GAAP to non-GAAP measurements. Q4 2014 Actuals ● Enterprise initiatives contribute 120 bps of margin expansion ● Organic revenue up 2.3% … -1 percentage point drag from ongoing product line simplification ● Total revenue down 1.4% … -3.5% impact from foreign currency translation ● 124% Free Operating Cash Flow conversion* ● Repurchased ~$800 million shares 4 Highlights

3% 1% 2% 2% 2% North America Inter- national South America Asia Pacific EMEA Q4 2014 Organic Revenue Growth Organic revenue growth across all major geographies Organic revenue +2.3% Growth by Geography ● North America up 3% – Welding +10%, Food Equipment +5%, Automotive OEM +4% ● International up 2% – Europe up 1% • Automotive OEM +12% and Food Equipment +5% – Asia Pacific up 2% • China +4%: Automotive OEM +10%, Food Equipment +10% and Test & Measurement and Electronics +10% 5 Highlights

Q4 Enterprise Initiatives +120 bps Volume +60 Price/Cost +5 Other +5 Margin Expansion +190 bps Operating Margin Q4‘14 19.6% Q4‘13 17.7% Key Drivers OM% V bps Automotive OEM 22.3% +190 T&M and Electronics 15.1 (60) Food Equipment 21.7 +220 Polymers & Fluids 17.5 +150 Welding 25.4 +230 Construction Products 15.7 +190 Specialty Products 19.0 +110 Q4 2014 Operating Margin 120 basis points of margin improvement from enterprise initiatives 6

$14.5B $14.1B 2013 2014 Total Revenue $4.67 $3.63 EPS Operating Margin EPS +29% 2014 Financial Summary Strong progress in year 2 of ITW’s 5-year Enterprise Strategy 19.9% 17.8% +210 bps ROIC* 18.9% 16.3% +260 bps * See ITW’s fourth quarter 2014 press release for the reconciliation from GAAP to non-GAAP measurements. 7 2014 Actuals Highlights ● Record operating margin of 19.9% … enterprise initiatives contribute 120 bps ● Organic revenue up 2.6% … -1 percentage point drag from ongoing product line simplification … total revenue up 2.5% ● 110% Free Operating Cash Flow conversion* ● Returned $5 billion to shareholders – $4.3B share repurchases – $0.7B dividends

Organic Revenue Growth Operating Margin OM% V bps Automotive OEM +9% 23.2% +270 T&M and Electronics +2 15.4 +60 Food Equipment +5 20.8 +200 Polymers & Fluids (1) 18.5 +170 Welding +1 25.9 +60 Construction Products +2 17.0 +310 Specialty Products - 21.4 +110 Total Company +2.6%* 19.9% +210 Full Year 2014 Actuals Automotive OEM Organic +7% Total +3% +190 bps $604 $620 Q4‘13 Q4‘14 Total Revenue 22.3% Operating Margin 2014 Segment Results Highlights ● Organic revenue growth of 7% outperforming auto builds of 1% due to ongoing innovation efforts and product penetration ● Organic revenue growth vs. geographic auto builds: – Europe +12% vs. +0% – N.A. +4% vs. +4% – China +10% vs. +6% 20.4% ($’s in millions) Q4‘13 Q4‘14 8 *Product Line Simplification reduced organic revenue growth by ~1 percentage point.

Food Equipment Q4 2014 Segment Results Highlights ● Test & Measurement organic revenue down 4% due to challenging year-over-year comparisons – Continued positive momentum at Instron ● Total Electronics organic revenue up 5% – +11% growth in electronic assembly combined with modest organic growth in other electronics Highlights ● Organic revenue growth up 5% driven by continued strength in warewash and refrigeration ● North America: +5% – Equipment: +6% – Service: +3% ● International: +5% – Equipment: +6% – Service: +2% Test & Measurement and Electronics $541 $559 15.1% 15.7% Organic -1% Total -3% -60 bps $547 $554 19.5% 21.7% Organic +5% Total +1% +220 bps Total Revenue Operating Margin Q4‘13 Total Revenue Operating Margin Q4‘13 Q4‘13 Q4‘13 Q4‘14 Q4‘14 Q4‘14 9 ($’s in millions) Q4‘14

Highlights ● Organic revenue growth of +1% driven by Auto Aftermarket, partially offset by impact of ongoing product line simplification ● Auto Aftermarket organic revenue +2% ● Polymers organic revenue ~Flat ● Fluids & Hygiene organic revenue -2% Highlights ● Organic revenue +4% driven by North America ● North America +10% due to continued strength in equipment sales to industrial and commercial customers ● International -10% driven by challenging comparisons and ongoing product line simplification $458 $447 23.1% 25.4% Organic +4% Total +2% +230 bps Welding Total Revenue Operating Margin Q4‘13 Q4‘13 Q4‘14 Q4‘14 Polymers & Fluids $472 16.0% 17.5% Organic +1% Total -4% +150 bps $452 Total Revenue Operating Margin Q4‘14 Q4‘14 Q4‘13 Q4‘13 Q4 2014 Segment Results 10 ($’s in millions)

Highlights ● Organic revenue growth of 2% ● North America +8% … growth in renovation and commercial offset by decline in residential ● Asia Pacific +1% ... year-end destocking in Australia ● Europe down 4% due to product line simplification … partially offset by continued strength in United Kingdom Highlights ● Consumer Packaging organic revenue down 5% on challenging year-over-year comparisons ● Appliance up 2% ● Ground Support Equipment up 9% $402 $422 13.8% 15.7% Organic +2% Total -5% +190 bps Construction Products $482 $510 17.9% 19.0% Organic -3% Total -5% +110 bps Specialty Products Total Revenue Operating Margin Total Revenue Operating Margin Q4‘13 Q4‘13 Q4‘14 Q4‘14 Q4‘14 Q4’14 Q4‘13 Q4‘13 Q4 2014 Segment Results 11 ($’s in millions)

2015 Financial Guidance ● ~20% operating margin; enterprise initiatives contribute ~100 bps ● Foreign currency headwinds impact EPS by ~$0.07 versus prior year ● $500+ million share repurchase Q1 2015 Guidance $3.6B Total Revenue $1.13 - $1.21 $1.01 EPS EPS +16% at mid-point Q1’15F Q1’14 Organic +2 - 3% Total -2 to -3% 2015 Guidance EPS +12% at mid-point EPS $4.67 $14.5B 2014 2015F $5.15 - $5.35 Total Revenue Organic +2.5 - 3.5% Total -1 to -2% 12 Well positioned to deliver strong progress toward our goals in 2015 ● ~21% operating margin; enterprise initiatives contribute ~100 bps ● Foreign currency headwinds impact EPS by ~$0.25 versus prior year ● Strong cash flows with FCF conversion > 100% ● ~$1.5 billion share repurchase

Questions

Appendix

Total Revenue Automotive OEM T&M and Electronics Food Equipment Polymers & Fluids Welding Construction Products Specialty Products Organic 7.3% (0.5)% 4.7% 0.7% 4.2% 1.6% (2.6)% Divestitures (0.4) - - - - (1.3) - Translation (4.2) (2.8) (3.3) (4.9) (1.9) (5.0) (2.8) Total Revenue 2.7% (3.3)% 1.4% (4.2)% 2.3% (4.7)% (5.4)% Change in Operating Margin Automotive OEM T&M and Electronics Food Equipment Polymers & Fluids Welding Construction Products Specialty Products Operating Leverage 120 bps (20) bps 110 bps 20 bps 70 bps 50 bps (60) bps Changes in Variable Margin & OH Costs (10) 30 90 70 140 190 180 Total Organic 110 bps 10 bps 200 bps 90 bps 210 bps 240 bps 120 bps Divestitures 10 - - - - 10 - Restructuring 80 (70) 20 70 10 (40) 10 Translation (10) - - (10) 10 (20) (20) Total Operating Margin Change 190 bps (60) bps 220 bps 150 bps 230 bps 190 bps 110 bps Total Operating Margin % 22.3% 15.1% 21.7% 17.5% 25.4% 15.7% 19.0% Additional Segment Detail Q4 2014 vs. Q4 2013 Favorable / (Unfavorable) 15