10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

                          FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

 Commission file number 1-5684

W.W. Grainger, Inc.

(Exact name of registrant as specified in its charter)

Illinois			36-1150280
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
100 Grainger Parkway
	Lake Forest,	Illinois	60045-5201
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (847) 535-1000             

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock	GWW	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒  Accelerated Filer ☐   Non-accelerated Filer ☐   Smaller Reporting Company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐  No ☒ 

There were 51,101,666 shares of the Company’s Common Stock outstanding as of April 21, 2022.

1

	TABLE OF CONTENTS
		Page
	PART I - FINANCIAL INFORMATION
Item 1:	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Earnings      for the Three Months Ended March 31, 2022 and 2021	3
	Condensed Consolidated Statements of Comprehensive Earnings      for the Three Months Ended March 31, 2022 and 2021	4
	Condensed Consolidated Balance Sheets     as of March 31, 2022 and December 31, 2021	5
	Condensed Consolidated Statements of Cash Flows     for the Three Months Ended March 31, 2022 and 2021	6
	Condensed Consolidated Statements of Shareholders' Equity     for the Three Months Ended March 31, 2022 and 2021	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4:	Controls and Procedures	24
	PART II - OTHER INFORMATION
Item 1:	Legal Proceedings	25
Item 1A:	Risk Factors	25
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 6:	Exhibits	29
Signatures		30

2

PART I – FINANCIAL INFORMATION

Item 1: Financial Statements

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In millions of dollars and shares, except for per share amounts)

(Unaudited)

	Three Months Ended
	March 31,
	2022		2021
Net sales	$	3,647	$	3,084
Cost of goods sold	2,264		1,991
Gross profit	1,383		1,093
Selling, general and administrative expenses	849		735
Operating earnings	534		358
Other (income) expense:
Interest expense – net	23		21
Other – net	(6)		(6)
Total other expense – net	17		15
Earnings before income taxes	517		343
Income tax provision	132		88
Net earnings	385		255
Less net earnings attributable to noncontrolling interest	19		17
Net earnings attributable to W.W. Grainger, Inc.	$	366	$	238
Earnings per share:
Basic	$	7.11	$	4.51
Diluted	$	7.07	$	4.48
Weighted average number of shares outstanding:
Basic	51.1		52.3
Diluted	51.4		52.6

The accompanying notes are an integral part of these financial statements.

3

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In millions of dollars)

(Unaudited)

	Three Months Ended
	March 31,
	2022		2021
Net earnings	$	385	$	255
Other comprehensive earnings (losses):
Foreign currency translation adjustments – net of reclassification to earnings	(26)		(35)
Postretirement benefit plan gain (losses) and other – net of tax benefit of $1 in both periods	(3)		(3)
Total other comprehensive earnings (losses)	(29)		(38)
Comprehensive earnings – net of tax	356		217
Less comprehensive earnings (losses) attributable to noncontrolling interest
Net earnings	19		17
Foreign currency translation adjustments	(16)		(18)
Total comprehensive earnings (losses) attributable to noncontrolling interest	3		(1)
Comprehensive earnings attributable to W.W. Grainger, Inc.	$	353	$	218

The accompanying notes are an integral part of these financial statements.

4

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions of dollars, except for share and per share amounts)

	As of
Assets	(Unaudited) March 31, 2022		December 31, 2021
Current assets
Cash and cash equivalents	$	364	$	241
Accounts receivable (less allowances for credit losses of $32 and $30, respectively)	2,001		1,754
Inventories – net	1,929		1,870
Prepaid expenses and other current assets	145		146
Total current assets	4,439		4,011
Property, buildings and equipment – net	1,434		1,424
Goodwill	384		384
Intangibles – net	229		238
Operating lease right-of-use	361		393
Other assets	146		142
Total assets	$	6,993	$	6,592
Liabilities and shareholders' equity
Current liabilities
Trade accounts payable	$	1,038	$	816
Accrued compensation and benefits	222		319
Operating lease liability	67		66
Accrued expenses	324		290
Income taxes payable	91		37
Total current liabilities	1,742		1,528
Long-term debt	2,338		2,362
Long-term operating lease liability	303		334
Deferred income taxes and tax uncertainties	126		121
Other non-current liabilities	114		87
Shareholders' equity
Cumulative preferred stock – $5 par value – 12,000,000 shares authorized; none issued nor outstanding	—		—
Common Stock – $0.50 par value – 300,000,000 shares authorized; 109,659,219 shares issued	55		55
Additional contributed capital	1,280		1,270
Retained earnings	9,782		9,500
Accumulated other comprehensive losses	(109)		(96)
Treasury stock, at cost – 58,557,553 and 58,439,014 shares, respectively	(8,927)		(8,855)
Total W.W. Grainger, Inc. shareholders’ equity	2,081		1,874
Noncontrolling interest	289		286
Total shareholders' equity	2,370		2,160
Total liabilities and shareholders' equity	$	6,993	$	6,592

 The accompanying notes are an integral part of these financial statements.

5

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of dollars)

(Unaudited)

	Three Months Ended
	March 31,
	2022		2021
Cash flows from operating activities:
Net earnings	$	385	$	255
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for credit losses	4		4
Deferred income taxes and tax uncertainties	7		(11)
Depreciation and amortization	52		43
Net gains from sale or redemption of assets	—		(5)
Stock-based compensation	9		8
Change in operating assets and liabilities:
Accounts receivable	(263)		(121)
Inventories	(65)		52
Prepaid expenses and other assets	(39)		(5)
Trade accounts payable	228		85
Accrued liabilities	(53)		(61)
Income taxes – net	86		55
Other non-current liabilities	(8)		(5)
Net cash provided by operating activities	343		294
Cash flows from investing activities:
Additions to property, buildings, equipment and intangibles	(57)		(73)
Proceeds from sale or redemption of assets	—		15
Net cash used in investing activities	(57)		(58)
Cash flows from financing activities:
Proceeds from stock options exercised	6		8
Payments for employee taxes withheld from stock awards	(2)		(2)
Purchases of treasury stock	(79)		(175)
Cash dividends paid	(84)		(81)
Net cash used in financing activities	(159)		(250)
Exchange rate effect on cash and cash equivalents	(4)		(9)
Net change in cash and cash equivalents	123		(23)
Cash and cash equivalents at beginning of year	241		585
Cash and cash equivalents at end of period	$	364	$	562

The accompanying notes are an integral part of these financial statements.

6

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In millions of dollars, except for per share amounts)

(Unaudited)

	Common Stock		Additional Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Earnings (Losses)		Treasury Stock		Noncontrolling Interest		Total
Balance at January 1, 2021	$	55	$	1,239	$	8,779	$	(61)	$	(8,184)	$	265	$	2,093
Stock-based compensation	—		9		—		—		5		—		14
Purchases of treasury stock	—		—		—		—		(175)		—		(175)
Net earnings	—		—		238		—		—		17		255
Other comprehensive earnings (losses)	—		—		—		(20)		—		(18)		(38)
Reclassification due to the adoption of ASU 2019-12	—		—		12		—		—		—		12
Cash dividends paid ($1.53 per share)	—		—		(81)		—		—		—		(81)
Balance at March 31, 2021	$	55	$	1,248	$	8,948	$	(81)	$	(8,354)	$	264	$	2,080

The accompanying notes are an integral part of these financial statements.

7

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In millions of dollars, except for per share amounts)

(Unaudited)

	Common Stock		Additional Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Earnings (Losses)		Treasury Stock		Noncontrolling Interest		Total
Balance at January 1, 2022	$	55	$	1,270	$	9,500	$	(96)	$	(8,855)	$	286	$	2,160
Stock-based compensation	—		10		—		—		3		—		13
Purchases of treasury stock	—		—		—		—		(75)		—		(75)
Net earnings	—		—		366		—		—		19		385
Other comprehensive earnings (losses)	—		—		—		(13)		—		(16)		(29)
Cash dividends paid ($1.62 per share)	—		—		(84)		—		—		—		(84)
Balance at March 31, 2022	$	55	$	1,280	$	9,782	$	(109)	$	(8,927)	$	289	$	2,370

The accompanying notes are an integral part of these financial statements.

8

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

W.W. Grainger, Inc. is a broad line, business-to-business distributor of maintenance, repair and operating (MRO) products and services with operations primarily in North America (N.A.), Japan and the United Kingdom (U.K.). In this report, the words “Grainger” or “Company” mean W.W. Grainger, Inc. and its subsidiaries, except where the context makes it clear that the reference is only to W.W. Grainger, Inc. itself and not its subsidiaries.

Basis of Presentation

The Company's Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting and the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and therefore do not include all information and disclosures normally included in the annual Consolidated Financial Statements. The preparation of these Condensed Consolidated Financial Statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from these estimated amounts. In the opinion of the Company’s management, the Condensed Consolidated Financial Statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

The Condensed Consolidated Balance Sheet at December 31, 2021, has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2022 (2021 Form 10-K).

There were no material changes to the Company’s significant accounting policies from those disclosed in Note 1 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Company's 2021 Form 10-K.

New Accounting Standards

Accounting Pronouncements Recently Adopted

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update provides increased transparency of government assistance, including the disclosure of the types of assistance an entity receives, an entity's method of accounting for government assistance and the effect of the assistance on an entity's financial statements. The guidance is effective for annual periods beginning after December 15, 2021 and should be applied prospectively or retrospectively. Early adoption is permitted. The Company adopted this ASU on January 1, 2022 on a prospective basis and it did not have a material impact on the Consolidated Financial Statements and related disclosures.

Accounting Pronouncements Recently Issued

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting as modified by subsequently issued ASU 2021-01. This update provides optional expedients and exceptions for applying GAAP to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. The guidance is effective upon issuance and generally can be applied prospectively to contract modifications made and hedging relationships entered or evaluated on or before December 31, 2022. The Company evaluated the impact of this ASU and it does not expect a material impact on the Consolidated Financial Statements.

9

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 2 - REVENUE

Company revenue is primarily comprised of MRO product sales and related activities, such as freight and services. Total service revenue accounted for approximately 1% of the Company's revenue for the three months ended March 31, 2022 and 2021, respectively.

Grainger serves a large number of customers in diverse industries, which are subject to different economic and market-specific factors. The Company's presentation of revenue by segment and industry most reasonably depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic and market-specific factors. In addition, the segments have unique underlying risks associated with customer purchasing behaviors. In the High-Touch Solutions N.A. segment, more than two-thirds of revenue is derived from customer contracts whereas in the Endless Assortment segment, a majority of revenue is derived from customer spot buys.

The following table presents the Company's percentage of revenue by reportable segment and by major customer industry:

	Three Months Ended March 31,
	2022						2021
	High-Touch Solutions N.A.		Endless Assortment		Total Company (2)		High-Touch Solutions N.A.		Endless Assortment		Total Company (2)
Contractors	9	%	15	%	10	%	9	%	15	%	10	%
Commercial	9	%	15	%	10	%	9	%	15	%	10	%
Government	17	%	3	%	14	%	19	%	3	%	16	%
Healthcare	7	%	2	%	6	%	7	%	2	%	6	%
Manufacturing	31	%	29	%	31	%	30	%	29	%	30	%
Retail/Wholesale	9	%	15	%	10	%	9	%	10	%	9	%
Transportation	6	%	3	%	6	%	5	%	3	%	5	%
Other (1)	12	%	18	%	13	%	12	%	23	%	14	%
Total net sales	100	%	100	%	100	%	100	%	100	%	100	%
Percent of Total Company Revenue	79	%	19	%	100	%	78	%	20	%	100	%
(1) Other primarily includes revenue from industries and customers that are not material individually, including agriculture, mining, natural resources and resellers not aligned to a major industry segment.
(2) Total Company includes other businesses, which includes the Cromwell business. Other businesses account for approximately 2% of revenue for the three months ended March 31, 2022 and March 31, 2021.

Total accrued sales incentives were approximately $72 million and $73 million as of March 31, 2022 and December 31, 2021, respectively, and are reported as part of Accrued expenses.

The Company had no material unsatisfied performance obligations, contract assets or liabilities as of March 31, 2022 and December 31, 2021.

10

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 3 - PROPERTY, BUILDINGS AND EQUIPMENT

Property, buildings and equipment consisted of the following (in millions of dollars):

	As of
	March 31, 2022		December 31, 2021
Land	$	329	$	329
Building, structures and improvements	1,456		1,431
Furniture, fixtures, machinery and equipment	1,580		1,567
Property, buildings and equipment	$	3,365	$	3,327
Less accumulated depreciation and amortization	1,931		1,903
Property, buildings and equipment – net	$	1,434	$	1,424

NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS

The Company did not identify any significant events or changes in circumstances that indicated the existence of impairment indicators during the three months ended March 31, 2022. As such, quantitative assessments were not required.     

The balances and changes in the carrying amount of Goodwill (net of cumulative goodwill impairments) by segment are as follows (in millions of dollars):

	High-Touch Solutions N.A.		Endless Assortment		Other		Total
Balance at January 1, 2021	$	321	$	70	$	—	$	391
Translation	—		(7)		—		(7)
Balance at December 31, 2021	321		63		—		384
Translation	2		(2)		—		—
Balance at March 31, 2022	$	323	$	61	$	—	$	384

    

The cumulative goodwill impairments as of March 31, 2022, were $137 million and consisted of $32 million within High-Touch Solutions N.A. and $105 million in Other.

There were no impairments to goodwill for the three months ended March 31, 2022 and 2021, respectively.

The balances in Intangible assets – net are as follows (in millions of dollars):

		As of
		March 31, 2022						December 31, 2021
	Weighted average life	Gross carrying amount		Accumulated amortization/impairment		Net carrying amount		Gross carrying amount		Accumulated amortization/impairment		Net carrying amount
Customer lists and relationships	11.7 years	$	219	$	177	$	42	$	221	$	176	$	45
Trademarks, trade names and other	14.2 years	36		25		11		36		24		12
Non-amortized trade names and other	Indefinite	24		—		24		25		—		25
Capitalized software	4.2 years	533		381		152		525		369		156
Total intangible assets	7.1 years	$	812	$	583	$	229	$	807	$	569	$	238

11

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 5 - DEBT

Long-term debt, including debt issuance costs and discounts – net, consisted of the following (in millions of dollars):

	As of
	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
4.60% senior notes due 2045	$	1,000	$	1,108	$	1,000	$	1,284
1.85% senior notes due 2025	500		486		500		509
4.20% senior notes due 2047	400		426		400		492
3.75% senior notes due 2046	400		399		400		459
Japanese yen term loan	74		74		78		78
Other	(14)		(14)		7		7
Subtotal	2,360		2,479		2,385		2,829
Debt issuance costs and discounts – net of amortization	(22)		(22)		(23)		(23)
Long-term debt	$	2,338	$	2,457	$	2,362	$	2,806

Senior Notes

In the years 2015-2020, Grainger issued $2.3 billion in unsecured long-term debt (Senior Notes) primarily to provide flexibility in funding general working capital needs and long-term cash requirements. The Senior Notes require no principal payments until maturity and interest is paid semi-annually.

The Company incurred debt issuance costs related to its Senior Notes of approximately $29 million, representing underwriting fees and other expenses, that were recorded as a contra-liability within Long-term debt and are being amortized over the term of the Senior Notes using the straight-line method to Interest expense – net.

The Company uses interest rate swaps to manage the risks associated with its 1.85% Senior Notes. These swaps were designated for hedge accounting treatment as fair value hedges. The resulting carrying value adjustments as of March 31, 2022 and December 31, 2021, are presented within Other in the table above. For further discussion on the Company's hedge accounting policies and derivative instruments, see Note 6.

Term Loan

In August 2020, MonotaRO entered into a ¥9 billion term loan agreement to fund technology investments and the expansion of its distribution center (DC) network. The term loan matures in 2024, payable over four equal semi-annual principal installments in 2023 and 2024 and bears an average interest of 0.05%.

Fair Value

The estimated fair value of the Company’s Senior Notes was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy.

For further information on the Company’s debt instruments, see Note 6 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Company’s 2021 Form 10-K.

NOTE 6 - DERIVATIVE INSTRUMENTS

The Company maintains various agreements with bank counterparties that permit the Company to enter into "over-the-counter" derivative instrument agreements to manage its risk associated with interest rates and foreign currency fluctuations. In February 2020, the Company entered into certain derivative instrument agreements to manage its risk associated with interest rates on its 1.85% Notes and foreign currency fluctuations in connection with its foreign currency-denominated intercompany borrowings. The Company did not enter into these agreements for trading or speculative purposes.

12

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Fair Value Hedges

The Company uses fair value hedges primarily to hedge a portion of its fixed-rate long-term debt via interest rate swaps. Changes in the fair value of the interest rate swaps, along with the gain or loss on the hedged item, is recorded in earnings under the same line item, Interest expense – net. The notional amount of the Company’s outstanding fair value hedges as of March 31, 2022 and December 31, 2021 was $500 million.

Cash Flow Hedges

The Company uses cash flow hedges primarily to hedge the exposure to variability in forecasted cash flows from foreign currency-denominated intercompany borrowings via cross-currency swaps. Gains or losses on the cross-currency swaps are reported as a component of Accumulated other comprehensive earnings (losses) (AOCE) and reclassified into earnings in the same period during which the hedged transaction affects earnings. The notional amount of the Company’s outstanding cash flow hedges as of March 31, 2022 and December 31, 2021 was approximately $34 million. The effect of the Company’s cash flow hedges on the Condensed Consolidated Statement of Earnings (Other – net) and AOCE for the three months ended March 31, 2022 and 2021 was not material.

The effect of the Company's fair value hedges in Interest expense – net on the Condensed Consolidated Statement of Earnings for the three months ended March 31, 2022 and 2021 is as follows (in millions of dollars):

	Three Months Ended March 31,
	2022		2021
	Gains (losses)
Interest rate swaps:
Hedged item	$	19	$	10
Derivatives designated as hedging instrument	$	(19)	$	(10)

The fair value and carrying amounts of outstanding derivative instruments in the Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 were as follows (in millions of dollars):

		As of
		March 31, 2022		December 31, 2021
	Balance Sheet Classification	Fair Value and Carrying Amounts
Cross-currency swap	Accrued expenses	$	3	$	—
	Other non-current liabilities	$	—	$	2
Interest rate swaps	Other assets	$	—	$	1
	Other non-current liabilities	$	18	$	—

The carrying amount of the liability hedged by the interest rate swaps (Long-term debt), including the cumulative amount of fair value hedging adjustments, as of March 31, 2022 and December 31, 2021 amounted to $482 million and $501 million, respectively.

The estimated fair values of the Company's derivative instruments were based on quoted market forward rates, which are classified as Level 2 inputs within the fair value hierarchy and reflect the present value of the amount that the Company would pay for contracts involving the same notional amounts and maturity dates. No adjustments were required during the current period to reflect the counterparty’s credit risk or the Company’s own nonperformance risk.

13

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 7 - DIVIDEND

On April 27, 2022, the Company’s Board of Directors declared a quarterly dividend of $1.72 per share, payable June 1, 2022, to shareholders of record on May 9, 2022.

NOTE 8 - SEGMENT INFORMATION

Grainger's two reportable segments are High-Touch Solutions N.A. and Endless Assortment. The remaining international high-touch solutions businesses, which include the Cromwell business, are classified as Other to reconcile to consolidated results. These businesses individually and in the aggregate do not meet the criteria of a reportable segment.

Corporate costs are allocated to each reportable segment based on benefits received. Additionally, intersegment sales transactions, which are sales between Grainger businesses in separate reportable segments, are eliminated within the segment to present only the impact of sales to external customers. Service fees for intersegment sales from the High-Touch Solutions N.A. segment to the Endless Assortment segment are included in each segment's Selling, general and administrative expenses (SG&A) and are eliminated in consolidation.

Following is a summary of segment results (in millions of dollars):

	Three Months Ended March 31,
	2022				2021
	Net sales		Operating earnings (losses)		Net sales		Operating earnings (losses)
High-Touch Solutions N.A.	$	2,878	$	481	$	2,397	$	306
Endless Assortment	697		55		622		55
Other	72		(2)		65		(3)
Total Company	$	3,647	$	534	$	3,084	$	358

The Company is a broad line distributor of MRO products and services. Products are regularly added and removed from the Company's inventory. Accordingly, it would be impractical to provide sales information by product category due to the way the business is managed, and the dynamic nature of the inventory offered, including the evolving list of products stocked and additional products available online but not stocked.

Assets for reportable segments are not disclosed as such information is not regularly reviewed by the Company's Chief Operating Decision Maker.

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W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 9 - CONTINGENCIES AND LEGAL MATTERS

From time to time the Company is involved in various legal and administrative proceedings, including claims related to: product liability, safety or compliance; privacy and cybersecurity matters; negligence; contract disputes; environmental issues; unclaimed property; wage and hour laws; intellectual property; advertising and marketing; consumer protection; pricing (including disaster or emergency declaration pricing statutes); employment practices; regulatory compliance, including as to trade and export matters; anti-bribery and corruption; and other matters and actions brought by employees, consumers, competitors, suppliers, customers, governmental entities and other third parties.

As previously disclosed, beginning in the fourth quarter of 2019, Grainger, KMCO, LLC (KMCO) and other defendants have been named in several product liability-related lawsuits in the Harris County, Texas District Court relating to an explosion at a KMCO chemical refinery located in Crosby, Harris County, Texas on April 2, 2019. The complaints in which Grainger has been named, which to date encompass approximately 186 plaintiffs, seek recovery of compensatory and other damages and relief in relation to personal injury, including one death and various other alleged injuries. On May 8, 2020, KMCO filed a voluntary petition in the United States Bankruptcy Court for the Southern District of Texas for relief under Chapter 7 of Title 11 of the United States Bankruptcy Court in the case KMCO, LLC, No. 20-60028. As a result of the Chapter 7 proceedings, the claims against KMCO in the Harris County lawsuits were stayed. Effective January 1, 2021, the Bankruptcy Court lifted the stay with respect to KMCO. In the product liability related cases, the Harris County District Court has decided to conduct bellwether trials involving a subset of plaintiffs the Court believes are representative of the parties' claims and defenses, with the first trial expected to be set for late 2022 or early 2023. Any additional trials may follow after the resolution of these initial cases.

On December 16, 2020, KMCO, the trustee of its estate and ORG Chemical Holdings, LLC, KMCO’s parent company (ORG), filed a property damage lawsuit relating to the KMCO chemical refinery incident against Grainger and another defendant in the Harris County, Texas District Court, which seeks unspecified damages (the KMCO Case). On April 1, 2021, 24 individual plaintiffs filed a petition in intervention seeking to be added as plaintiffs in the KMCO Case and seeking unspecified damages. On March 24, 2021, Indian Harbor Insurance Company, together with other insurance companies and underwriters, filed a property damage lawsuit relating to the KMCO chemical refinery incident against Grainger and another defendant in the Harris County, Texas District Court, seeking reimbursement of insurance payments made to or on behalf of KMCO and ORG, the insured parties under their respective policies, and other damages.

Grainger is investigating each of the various claims against the Company relating to the KMCO chemical refinery incident and intends to contest these matters vigorously.

Also, as a government contractor selling to federal, state and local governmental entities, the Company may be subject to governmental or regulatory inquiries or audits or other proceedings, including those related to contract administration, pricing and product compliance.

From time to time, the Company has also been named, along with numerous other nonaffiliated companies, as defendant in litigation in various states involving asbestos and/or silica. These lawsuits typically assert claims of personal injury arising from alleged exposure to asbestos and/or silica as a consequence of products manufactured by third parties purportedly distributed by the Company. While several lawsuits have been dismissed in the past based on the lack of product identification, if a specific product distributed by the Company is identified in any pending or future lawsuits, the Company will seek to exercise indemnification remedies against the product manufacturer to the extent available. In addition, the Company believes that a substantial number of these claims are covered by insurance. The Company has entered into agreements with its major insurance carriers relating to the scope, coverage and the costs of defense, of lawsuits involving claims of exposure to asbestos. The Company believes it has strong legal and factual defenses and intends to continue defending itself vigorously in these lawsuits.

While the Company is unable to predict the outcome of any of these proceedings and other matters, it believes that their ultimate resolution will not have, either individually or in the aggregate, a material adverse effect on the Company’s consolidated financial condition or results of operations.

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W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand the results of operations and financial condition of W.W. Grainger, Inc. (Grainger or Company) as it is viewed by the Company. The following discussion should be read in conjunction with the Consolidated Financial Statements and accompanying notes for the year ended December 31, 2021 included in the Company's 2021 Form 10-K and the Condensed Consolidated Financial Statements and accompanying notes included in Part I, Item 1: Financial Statements of this Form 10-Q.

Percentage figures included in this section have not been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in the Company's Condensed Consolidated Financial Statements or in the associated text.

General

W.W. Grainger, Inc. is a broad line, business-to-business distributor of maintenance, repair and operating (MRO) products and services with operations primarily in North America, Japan and the U.K. Grainger uses a combination of its high-touch solutions and endless assortment businesses to serve its customers worldwide, which rely on Grainger for products and services that enable them to run safe, sustainable and productive operations.

Strategic Priorities and Recent Events

The Company continues to adhere to its purpose to keep the world working while using its core principles as the framework for expanding Grainger’s leadership position and ensuring Grainger is the go-to-partner for building and running safe, sustainable and productive operations. However, the Company’s business plans to achieve its strategic priorities continue to be affected by current global macroeconomic conditions as more fully described below.

For a discussion of the Company’s strategic priorities for 2022, see Part 1, Item 1: Business and Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations (Overview) in the Company’s 2021 Form 10-K.

Russia’s Invasion of Ukraine

In February 2022, Russia invaded Ukraine. While Grainger has limited direct exposure in Russia and Ukraine, the Company continues to monitor any broader impact in the global economy, including with respect to inflation, supply chains and fuel prices. The full impact of the conflict on the Company’s business and financial results remains uncertain and will depend on the severity and duration of the conflict and its impact on regional and global economic conditions.

Inflationary Cost Environment

During fiscal 2021 and continuing into the current fiscal year, global commodity and labor markets experienced significant inflationary pressures attributable to economic recovery and supply chain issues associated with the ongoing COVID-19 pandemic. These inflationary trends increased the cost of many of the products Grainger purchases. The Company was able to implement strategies designed to mitigate some of the adverse effects of higher costs during the first quarter of fiscal 2022 while also remaining price competitive.

Ongoing COVID-19 Pandemic

The COVID-19 pandemic began in 2020 and continued throughout the first quarter of fiscal 2022, causing significant disruptions in the U.S. and global markets. The full extent of the impacts on the Company’s business and financial results will depend on several uncertain and unpredictable developments including any continued spread of the virus and its variants, the availability and effectiveness of treatments and vaccines, imposition of protective public safety measures and the overall impact of government measures to combat the spread of the virus.

While the ongoing impact from the COVID-19 pandemic is beginning to moderate and business conditions ease, disruptions to supply chains, transportation efficiency, raw materials and labor availability continue to persist.

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W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

For further discussion of the risks and uncertainties posed by the COVID-19 pandemic, see Part II, Item 1A: Risk Factors of this Form 10-Q and Part I, Item 1A: Risk Factors in the Company’s 2021 Form 10-K.

Matters Affecting Comparability

There were 64 sales days in the three months ended March 31, 2022 and 63 sales days in the three months ended March 31, 2021.

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W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Results of Operations – Three Months Ended March 31, 2022

The following table is included as an aid to understanding the changes in Grainger’s Condensed Consolidated Statements of Earnings (in millions of dollars):

	Three Months Ended March 31,
					Percent Increase from Prior Year		As a Percent of Net Sales
	2022		2021		2022		2022		2021
Net sales (1)	$	3,647	$	3,084	18.2	%	100.0	%	100.0	%
Cost of goods sold	2,264		1,991		13.7		62.1		64.5
Gross profit	1,383		1,093		26.5		37.9		35.5
SG&A	849		735		15.4		23.3		23.9
Operating earnings	534		358		49.2		14.6		11.6
Other expense – net	17		15		16.2		0.5		0.5
Income tax provision	132		88		49.1		3.5		2.9
Net earnings	385		255		51.2		10.6		8.3
Noncontrolling interest	19		17		12.5		0.6		0.5
Net earnings attributable to W.W. Grainger, Inc.	$	366	$	238	53.9		10.0		7.7
Diluted earnings per share:	$	7.07	$	4.48	57.8	%
(1) For further information regarding the Company's disaggregated revenue, see Note 2 of the Notes to Condensed Consolidated Financial Statements in Part 1, Item 1: Financial Statements of this Form 10-Q.

Net sales of $3,647 million for the three months ended March 31, 2022 increased $563 million, or 18.2%, compared to the same period in 2021. On a daily basis, net sales increased 16.4%, primarily driven by increased volume (which includes product mix) of 11.5%, combined with price (which includes customer mix) of 6.4%, partially offset by unfavorable changes in foreign exchange of 1.5%.

Gross profit of $1,383 million for the three months ended March 31, 2022 increased $290 million, or 27%, compared to the same period in 2021. Gross profit margin of 37.9% increased 2.5 percentage points. The increase was due to favorable product and customer mix in the first quarter of 2022, combined with lapping pandemic-related inventory adjustments in the first quarter of 2021.

SG&A of $849 million for the three months ended March 31, 2022 increased $114 million, or 15%, compared to the same period in 2021. This increase was primarily due to higher marketing and payroll and benefits expenses.

Operating earnings of $534 million for the three months ended March 31, 2022 increased $176 million, or 49%, compared to the same period in 2021. The increase was driven by higher sales and gross profit dollars, partially offset by higher SG&A.

Income taxes of $132 million for the three months ended March 31, 2022 increased $44 million or 49%, compared to the same period in 2021. The increase was primarily driven by higher taxable operating earnings in the first quarter of 2022. Grainger's effective tax rates were 25.5% and 25.8% for the three months ended March 31, 2022 and 2021, respectively.

Net earnings of $366 million attributable to W.W. Grainger, Inc. for the three months ended March 31, 2022 increased $128 million, or 54%, compared to the same period in 2021.

Diluted earnings per share was $7.07 for the three months ended March 31, 2022, an increase of 58% compared to $4.48 for the same period in 2021. The increase was due to higher net earnings in the first quarter of 2022.

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W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Segment Analysis

The following comments at the reportable segment and other business unit levels include external net sales and operating earnings. For further segment information, see Note 8 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1: Financial Statements of this Form 10-Q.

High-Touch Solutions N.A.

The following table shows reported segment results (dollars in millions):

	Three Months Ended March 31,
	2022		2021		Percent Increase
Net sales	$	2,878	$	2,397	20.1	%
Gross profit	$	1,164	$	895	30.0	%
SG&A	$	683	$	589	16.2	%
Operating earnings	$	481	$	306	57.3	%

Net sales of $2,878 million for the three months ended March 31, 2022 increased $481 million, or 20.1%, compared to the same period in 2021. On a daily basis, net sales increased 18.2% driven by increased volume of 10.0% combined with price of 8.2% due to strong sales growth and favorable price realization.

Gross profit of $1,164 million for the three months ended March 31, 2022 increased $269 million, or 30%, compared to the same period in 2021. Gross profit margin of 40.4% increased 3.1 percentage points. The increase was due to favorable product and customer mix, in the first quarter of 2022, combined with lapping pandemic-related inventory adjustments in the first quarter of 2021. Price realization was largely offset by cost inflation and increased transportation costs.

SG&A of $683 million for the three months ended March 31, 2022 increased $94 million, or 16% compared to the same period in 2021. The increase was primarily due to higher marketing and payroll and benefits expenses. SG&A leverage improved by 0.9 percentage point due to sales growth outpacing SG&A.

Operating earnings of $481 million for the three months ended March 31, 2022 increased $175 million, or 57%, compared to the same period in 2021. The increase was driven by higher sales and gross profit dollars, partially offset by higher SG&A.

Endless Assortment

The following table shows reported segment results (dollars in millions):

	Three Months Ended March 31,
	2022		2021		Percent Increase/ (Decrease)
Net sales	$	697	$	622	12.1	%
Gross profit	$	197	$	175	12.5	%
SG&A	$	142	$	120	18.3	%
Operating earnings	$	55	$	55	(0.1)	%

Net sales of $697 million for the three months ended March 31, 2022, increased $75 million, or 12.1%, compared to the same period in 2021. On a daily basis, net sales increased 10.4%. The increase was due to volume and price of 17.4%, primarily driven by strong customer acquisition across the segment and continued growth with enterprise customers at MonotaRO, partially offset by foreign exchange of 7.0% due to unfavorable changes in the exchange rate between the U.S. dollar and the Japanese yen.

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W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Gross profit of $197 million for the three months ended March 31, 2022 increased $22 million, or 13% compared to the same period in 2021. Gross profit margin of 28.2% increased 0.1 percentage point compared to the same period in 2021. The increase was primarily driven by freight efficiency, partially offset by unfavorable product mix.

SG&A of $142 million for the three months ended March 31, 2022 increased $22 million, or 18%, in the same period in 2021. The increase was primarily driven by higher occupancy expenses at MonotaRO due to the DC placed into service and higher marketing and payroll and benefits expenses in the first quarter of 2022. SG&A leverage decreased by 1.1 percentage points.

Operating earnings were $55 million for both the three months ended March 31, 2022 and 2021, respectively.

Other

Net sales of $72 million for the three months ended March 31, 2022 increased $7 million, or 9.5%, compared to the same period in 2021. On a daily basis, net sales increased 7.8%, due to volume increases of 10.9%, partially offset by foreign exchange of 3.1% due to unfavorable changes in the exchange rate between the U.S. dollar and the British pound sterling.

Gross profit of $22 million for the three months ended March 31, 2022 decreased $1 million, or 5%, compared to the same period in 2021. Gross profit margin of 31.1% decreased 4.6 percentage points. The decrease in gross profit margin was primarily driven by unfavorable customer mix.

SG&A of $24 million for the three months ended March 31, 2022 decreased $2 million, or 8%, compared to the same period in 2021.

Operating losses of $2 million for the three months ended March 31, 2022 improved $1 million, or 30%, compared to the same period in 2021. This improvement was driven by higher sales and lower SG&A.

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W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Financial Condition

Grainger believes its current balances of cash and cash equivalents, marketable securities and availability under its revolving credit facilities will be sufficient to meet its liquidity needs for the next twelve months. The Company expects to continue to invest in its business and return excess cash to shareholders through cash dividends and share repurchases, which it plans to fund through cash flows generated from operations. Grainger also maintains access to capital markets and may issue debt or equity securities from time to time, which may provide an additional source of liquidity.

Cash, Cash Equivalents and Liquidity

As of March 31, 2022 and December 31, 2021, Grainger had cash and cash equivalents of $364 million and $241 million, respectively. The increase in cash was primarily due to higher accounts payable disbursements and federal income tax payments in the fourth quarter of 2021. As of March 31, 2022, the Company had approximately $1.6 billion in available liquidity.

Cash Flows

Net cash provided by operating activities was $343 million and $294 million for the three months ended March 31, 2022 and 2021, respectively. The increase in cash provided by operating activities was due to higher net earnings, partially offset by unfavorable working capital driven by strong sales and inventory purchases, partially offset by timing of accounts payable disbursements.

Net cash used in investing activities was $57 million and $58 million for the three months ended March 31, 2022 and 2021, respectively.

Net cash used in financing activities was $159 million and $250 million for the three months ended March 31, 2022 and 2021. The change in net cash used in financing activities was due to lower volume of treasury stock repurchases in the first quarter of 2022.

Working Capital

Internally generated funds are the primary source of working capital and funds used for growth initiatives and capital expenditures. Working capital as of March 31, 2022, was $2,550 million, an increase of $95 million when compared to $2,455 million as of December 31, 2021. The increase was primarily driven by increased accounts receivable and inventory due to strong sales growth, partially offset by increased accounts payable due to timing of disbursements and higher inventory purchases. At these dates, the ratio of current assets to current liabilities was 2.5 and 2.7, respectively.

Debt

Grainger maintains a debt ratio and liquidity position that provides flexibility in funding working capital needs and long-term cash requirements. In addition to internally generated funds, Grainger has various sources of financing available, including bank borrowings under lines of credit.

Total debt, which is defined as total interest-bearing debt and lease liabilities as a percent of total capitalization, was 53.6% and 55.4% as of March 31, 2022 and December 31, 2021, respectively.

Grainger receives ratings from two independent credit rating agencies: Moody's Investor Service (Moody's) and Standard & Poor's (S&P). Both credit rating agencies currently rate the Company's corporate credit at investment grade.

The following table summarizes the Company's credit ratings at March 31, 2022:

	Corporate	Senior Unsecured	Short-term
Moody's	A3	A3	P2
S&P	A+	A+	A1

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W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Commitments and Other Contractual Obligations

There were no material changes to the Company’s commitments and other contractual obligations from those disclosed in Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s 2021 Form 10-K.

Critical Accounting Estimates

The preparation of Grainger’s Condensed Consolidated Financial Statements and accompanying notes are in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make assumptions and estimates that affect the reported amounts. The Company considers an accounting policy to be a critical estimate if: (i) it involves assumptions that are uncertain when judgment was applied, and (ii) changes in the estimate assumptions, or selection of a different estimate methodology, could have a significant impact on Grainger’s consolidated financial position and results. While the Company believes the assumptions and estimates used are reasonable, the Company’s management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances.

Note 1 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1: Financial Statements of this Form 10-Q and in Note 1 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements of the Company's 2021 Form 10-K describes the significant accounting policies and methods used in the preparation of the Company’s Condensed Consolidated Financial Statements.

There were no material changes to the Company's critical accounting estimates from those disclosed in Part II, Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 2021 Form 10-K.

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W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

From time to time in this Quarterly Report on Form 10-Q as well as in other written reports, communications and verbal statements, Grainger makes forward-looking statements that are not historical in nature but concern forecasts of future results, business plans, analyses, prospects, strategies, objectives and other matters that may be deemed to be “forward-looking statements” under the federal securities laws. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project,” “will” or “would” and similar terms and phrases, including references to assumptions.

Grainger cannot guarantee that any forward-looking statement will be realized and achievement of future results is subject to risks and uncertainties, many of which are beyond the Company’s control, which could cause Grainger’s results to differ materially from those that are presented.

Important factors that could cause actual results to differ materially from those presented or implied in the forward-looking statements include, without limitation: the unknown duration and health, economic, operational and financial impacts of the global outbreak of the coronavirus disease 2019 and its variants (COVID-19), as well as the impact of actions taken or contemplated by government authorities to mitigate the spread of COVID-19 (such as vaccine mandates for certain federal contractors, mask mandates, social distancing or other requirements) and to promote economic stability and recovery, on the Company’s businesses, its employees, customers and suppliers, including disruption to Grainger’s operations resulting from employee illnesses, the development, availability and usage of effective treatment or vaccines, changes in customers’ product needs, the acquisition of excess inventory leading to additional inventory carrying costs and inventory obsolescence, raw material, inventory and labor shortages, continued strain on global supply chains, and diminished transportation availability and efficiency, disruption caused by business responses to the COVID-19 pandemic, including remote working arrangements, which may create increased vulnerability to cybersecurity incidents, including breaches of information systems security, adaptions to the Company’s controls and procedures required by remote working arrangements, which could impact the design or operating effectiveness of such controls or procedures, and global or regional economic downturns or recessions, which could result in a decline in demand for the Company’s products; inflation, higher product costs or other expenses, including operational expenses; the impact of Russia's invasion of Ukraine on the global economy; a major loss of customers; loss or disruption of sources of supply; changes in customer or product mix; increased competitive pricing pressures; failure to enter into or sustain contractual arrangements on a satisfactory basis with group purchasing organizations; failure to develop, manage or implement new technology initiatives or business strategies; failure to adequately protect intellectual property or successfully defend against infringement claims; fluctuations or declines in the Company’s gross profit margin; the Company’s responses to market pressures; the outcome of pending and future litigation or governmental or regulatory proceedings, including with respect to wage and hour, anti-bribery and corruption, environmental, advertising and marketing, consumer protection, pricing (including disaster or emergency declaration pricing statutes), product liability, compliance or safety, trade and export compliance, general commercial disputes, or privacy and cybersecurity matters; investigations, inquiries, audits and changes in laws and regulations; failure to comply with laws, regulations and standards, including new or stricter environmental laws or regulations; government contract matters; disruption or breaches of information technology or data security systems involving the Company or third parties on which the Company depends; general industry, economic, market or political conditions; general global economic conditions including tariffs and trade issues and policies; currency exchange rate fluctuations; market volatility, including price and trading volume volatility or price declines of the Company’s common stock; commodity price volatility; facilities disruptions or shutdowns; higher fuel costs or disruptions in transportation services; geopolitical events, including war or acts of terrorism; other pandemic diseases or viral contagions; natural or human induced disasters, extreme weather and other catastrophes or conditions; effects of climate change; competition for, or failure to attract, retain, train, motivate and develop key employees; loss of key members of management or key employees; changes in effective tax rates; changes in credit ratings or outlook; the Company’s incurrence of indebtedness and other factors identified under Part I, Item 1A: Risk Factors in the Company's 2021 Form 10-K, as updated from time to time in the Company’s Quarterly Reports on Form 10-Q.

Caution should be taken not to place undue reliance on Grainger’s forward-looking statements and Grainger undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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W.W. Grainger, Inc. and Subsidiaries

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Grainger’s primary market risk exposures include changes in foreign currency exchange and interest rates.

There were no material changes to the Company’s market risk from those described in Part II, Item 7A: Quantitative and Qualitative Disclosures About Market Risk in the Company's 2021 Form 10-K.

Item 4: Controls and Procedures

Disclosure Controls and Procedures

The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of Grainger's disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934, as amended (the Exchange Act) as of the end of the period covered by this quarterly report. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that Grainger’s disclosure controls and procedures were effective as of the end of the period covered by this report in (i) ensuring that information required to be disclosed by Grainger in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in Grainger's internal control over financial reporting for the quarter ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, Grainger’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1: Legal Proceedings

For a description of the Company’s legal proceedings, see Note 9 of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1: Financial Information of this Form 10-Q.

Item 1A: Risk Factors

The Company’s business, results of operations, and financial condition are subject to various risks and uncertainties, including those described in Part I, Item 1A: Risk Factors in the Company’s 2021 Form 10-K. The following risk factors are being provided to supplement and update the risk factors set forth in the 2021 Form 10-K.

Industry and Market Risks

Inflation could cause Grainger's operating and administrative expenses to grow more rapidly than net sales, which could result in lower gross margins and lower net earnings.

Market variables, such as inflation of product costs, labor rates and fuel, freight and energy costs, as well as geopolitical events could potentially cause the Company to be unable to manage its operating and administrative expenses in a way that would enable it to leverage its revenue growth into higher net earnings. For example, Russia’s invasion of Ukraine and other geopolitical conflicts, as well as the related international response, has and may continue to exacerbate inflationary pressures, including causing increases in fuel and other energy costs. In addition, Grainger's inability to pass on such increases in costs to customers in a timely manner, or at all, could cause Grainger's operating and administrative expenses to grow, which could result in lower gross profit margins and lower net earnings.

Disruptions in Grainger’s supply chain could result in an adverse impact on results of operations.

The occurrence of one or more natural or human induced disasters, including earthquakes, storms, hurricanes, floods, fires, droughts, tornados and other extreme weather; pandemic diseases or viral contagions such as the COVID-19 pandemic; geopolitical events, such as war, civil unrest or terrorist attacks in a country in which Grainger operates or in which its suppliers are located; and the imposition of measures that create barriers to or increase the costs associated with international trade could result in disruption of Grainger’s logistics or supply chain network. For example, the outbreak of the COVID-19 pandemic has disrupted and may continue to disrupt the operations of the Company and its suppliers and customers, including as a result of disruption of supply chains or closures of suppliers' facilities in China. Customer demand for certain products has also fluctuated as the pandemic has progressed, which has challenged Grainger's ability to anticipate and/or procure product to maintain inventory levels to meet that demand. These factors have resulted in higher out-of-stock inventory positions in certain products as well as delays in delivering those products to the Company's distribution centers, branches or customers, and similar results may occur in the future. Even when Grainger is able to find alternate sources for certain products, they may cost more or require the Company to incur higher transportation costs, which could adversely impact the Company's profitability and financial condition. Any of these circumstances could impair Grainger's ability to meet customer demand for products and result in lost sales, increased supply chain costs, penalties or damage to Grainger's reputation. Grainger’s ability to provide same-day shipping and next-day delivery is an integral component of Grainger’s business strategy and any such disruption could adversely impact results of operations and financial performance.

Furthermore, in connection with Russia’s invasion of Ukraine, the U.S. and other countries have responded by imposing major, and potentially prolonged, economic sanctions and other responses. Although Grainger's business has limited direct exposure in Russia and Ukraine, further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which could adversely affect its business and/or its supply chain, customers or suppliers in the broader region. It is not possible to predict the broader consequences of this conflict, which could include further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on the global economy.

Operational Risks

Cybersecurity incidents, including breaches of information systems security, could damage Grainger’s reputation, disrupt operations, increase costs and/or decrease revenues.

Through Grainger’s sales and eCommerce channels, the Company collects and stores personally identifiable, confidential, proprietary and other information from customers so that they may, among other things, purchase products or services, enroll in promotional programs, register on Grainger’s websites or otherwise communicate or

25

interact with the Company. Moreover, Grainger’s operations routinely involve receiving, storing, processing and transmitting sensitive information pertaining to its business, customers, suppliers and employees, and other sensitive matters.

Cyber threats are rapidly evolving and those threats and the means for obtaining access to information in digital and other storage media are becoming increasingly sophisticated. Each year, cyber-attackers make numerous attempts to access the information stored in the Company’s information systems. In addition, the risk of retaliatory cyber-attacks has increased in connection with Russia’s invasion of Ukraine and the resulting geopolitical conflict. If successful, these attacks may expose Grainger to risk of loss or misuse of proprietary or confidential information or disruptions of business operations. Some actions that Grainger has taken in response to the COVID-19 pandemic, including enabling remote working arrangements, may increase Grainger’s vulnerability to cybersecurity incidents, including breaches of information systems security, which could damage Grainger’s reputation and commercial relationships, disrupt operations, increase costs and/or decrease revenues, and expose Grainger to claims from customers, suppliers, financial institutions, regulators, payment card association, employees and others.

Grainger's IT infrastructure also includes products and services provided by suppliers, vendors and other third parties, and these providers can experience breaches of their systems and products that impact the security of systems and proprietary or confidential information. Moreover, from time to time, Grainger may share information with these third parties in connection with the products and services they provide to the business. While Grainger requires assurances that these third parties will protect confidential information, there is a risk that the confidentiality of data held or accessed by them may be compromised. If successful, those attempting to penetrate Grainger’s or its vendors’ information systems may misappropriate intellectual property or personally identifiable, credit card, confidential, proprietary or other sensitive customer, supplier, employee or business information, or cause systems disruption. While many of Grainger's agreements with these third parties include indemnification provisions, the Company may not be able to recover sufficiently, or at all, under such provisions to adequately offset any losses it may incur.

Moreover, the Company may face the threat to its computer systems of unauthorized access, computer hackers, computer viruses, malicious code, ransomware, phishing, organized cyber-attacks and other security problems and system disruptions. Such tactics may also seek to cause payments due to or from the Company to be misdirected to fraudulent accounts, which may not be recoverable by the Company.

In addition, a Grainger employee, contractor or other third party with whom Grainger does business may attempt to circumvent security measures or otherwise access Grainger’s information systems in order to obtain such information or inadvertently cause a breach involving such information. Further, Grainger’s systems are integrated with customer systems in certain cases, and a breach of the Company’s information systems could be used to gain illicit access to a customer’s systems and information.

Grainger has been subject to unauthorized accesses of certain supplier and customer information, including in the last three years, which it deemed immaterial to its business and operations individually and in the aggregate, and may be subject to other unauthorized accesses of its systems in the future. There can be no assurance that any future unauthorized access to or breach of Grainger’s information systems will not be material to Grainger’s business, operations or financial condition.

Grainger maintains information security staff, policies and procedures for managing risk to its information security systems, conducts annual employee awareness training of cybersecurity threats and routinely utilizes consultants to assist in evaluating the effectiveness of the security of its IT systems. Moreover, senior leadership, including Grainger's Chief Technology Officer and Chief Information Security Officer, present a cybersecurity briefing at every Audit Committee meeting, provide "cyber dashboard" reports for the Board material at each meeting, and at least annually brief the full Board of Directors. While Grainger has instituted these and other safeguards for the protection of information and governance and oversight of its information security posture, because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, Grainger may be unable to anticipate these techniques or implement adequate preventative measures. Any breach of Grainger’s security measures or any breach, error or malfeasance of those of its third-party service providers could cause Grainger to incur significant costs to protect any customers, suppliers, employees, and other parties whose personal data is compromised and to make changes to its information systems and administrative processes to address security issues. Grainger works with third party information security consultants to assess and enhance its policies and incident responses and to respond to breaches. In addition,

26

although Grainger maintains insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber and information security risks, such insurance coverage may be insufficient to cover all losses.

Grainger continuously evaluates the need to upgrade and/or replace its systems and network infrastructure to protect its computing environment, to stay current on vendor supported products and to improve the efficiency of its systems and for other business reasons. The implementation of new systems and IT could adversely impact its operations by imposing substantial capital expenditures, demands on management time and risks of delays or difficulties in transitioning to new systems. In addition, the Company's systems implementations may not result in productivity improvements at the levels anticipated. Systems implementation disruption and any other IT disruption, if not anticipated and appropriately mitigated, could have an adverse effect on its business.

Loss of customer, supplier, employee or intellectual property or other business information or failure to comply with data privacy and security laws could disrupt operations, damage Grainger’s reputation and expose Grainger to claims from customers, suppliers, financial institutions, regulators, payment card associations, employees and others, any of which could have a material adverse effect on Grainger, and financial condition and results of operations. Grainger has experienced certain of these cybersecurity incidents in each instance, Grainger provided notifications and adopted remedial measures. None of these incidents have been deemed to be material to Grainger and Grainger has neither incurred any material net expenses nor been penalized or paid any settlement amounts with respect to any cybersecurity breach in the last three years. However there can be no assurance that a future breach or incident would not be material to Grainger’s operations and financial condition.

Legal and Regulatory Risks

Grainger is subject to various domestic foreign laws, regulations and standards. Failure to comply or unforeseen developments in related contingencies such as litigation could adversely affect Grainger's financial condition, profitability and cash flows.

Grainger’s business is subject to legislative, legal, and regulatory risks and conditions specific to the countries in which it operates. In addition to Grainger’s U.S. operations, which in 2021 generated approximately 79% of its consolidated net sales, Grainger operates its business principally through wholly owned subsidiaries in Canada, China, Mexico, and the U.K., and its majority-owned subsidiary in Japan.

The wide array of laws, regulations and standards in each domestic and foreign jurisdiction where Grainger operates, include, but are not limited to, advertising and marketing regulations, anti-bribery and corruption laws, anti-competition regulations, data protection (including, because Grainger accepts credit cards, the Payment Card Industry Data Security Standard), data privacy (including in the U.S., the California Consumer Privacy Act, and in the European Union, the General Data Protection Regulation 2016) and cybersecurity requirements (including protection of information and incident responses), environmental protection laws, foreign exchange controls and cash repatriation restrictions, health and safety laws, import and export compliance (including the U.S. Commerce Department’s Export Administration Regulations, trade sanctions promulgated by the Office of Foreign Asset Control and anti-money laundering regulations), intellectual property laws, labor laws (including federal and state wage and hour laws), product compliance or safety laws, supplier regulations regarding the sources of supplies or products, tax laws (including as to U.S. taxes on foreign subsidiaries), unclaimed property laws and laws, regulations and standards applicable to other commercial matters. Moreover, Grainger is also subject to audits and inquiries in the normal course of business.

Failure to comply with any of these laws, regulations and standards could result in civil, criminal, monetary and non-monetary fines, penalties, remediation costs and/or significant legal fees as well as potential damage to the Company’s reputation. Changes in these laws, regulations and standards, or in their interpretation, could increase the cost of doing business, including, among other factors, as a result of increased investments in technology and the development of new operational processes. Furthermore, while Grainger has implemented policies and procedures and provides training designed to facilitate compliance with these laws, regulations and standards, there can be no assurance that employees, contractors, suppliers, vendors, or other third parties will not violate such laws, regulations and standards or Grainger’s policies. Any such failure to comply or violation could individually or in the aggregate materially adversely affect Grainger’s financial condition, results of operations and cash flows.

In addition, Grainger’s business and results of operations in the U.K. may be negatively affected by changes in trade policies, or changes in labor, immigration, tax or other laws, resulting from the U.K.’s exit from the European Union.

27

W.W. Grainger, Inc. and Subsidiaries

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities – First Quarter 2022

Period	Total Number of Shares Purchased (A) (B)	Average Price Paid per Share (C)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (D)	Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
Jan 1 – Jan 31	101,805	$499.46	101,718	3,784,471
Feb 1 – Feb 28	37,743	$490.72	37,328	3,747,143
Mar 1 – Mar 31	12,444	$491.71	11,851	3,735,292
Total	151,992		150,897

(A)There were no shares withheld to satisfy tax withholding obligations.

(B)The difference of 1,095 shares between the Total Number of Shares Purchases and the Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs represents shares purchased by the administrator and record keeper of the W.W. Grainger, Inc. Retirement Savings Plan for the benefit of the employees who participate in the plan.

(C)Average price paid per share excludes commissions of $0.01 per share paid.

(D)Purchases were made pursuant to a share repurchase program approved by Grainger's Board of Directors and announced April 28, 2021 (2021 Program). The 2021 Program authorized the repurchase of up to 5 million shares with no expiration date.

28

W.W. Grainger, Inc. and Subsidiaries

Item 6: Exhibits

EXHIBIT NO.	DESCRIPTION
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

29

SIGNATURES

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

			W.W. GRAINGER, INC.
Date:	April 28, 2022	By:	/s/ Deidra C. Merriwether
			Deidra C. Merriwether
			Senior Vice President
			and Chief Financial Officer
			(Principal Financial Officer)
Date:	April 28, 2022	By:	/s/ Laurie R. Thomson
			Laurie R. Thomson
			Vice President and Controller
			(Principal Accounting Officer)

30

EX-31.1

CERTIFICATION

Exhibit 31.1

I, D.G. Macpherson, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of W.W. Grainger, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 28, 2022

By:	/s/ D.G. Macpherson
Name:	D.G. Macpherson
Title:	Chairman and Chief Executive Officer

EX-31.2

CERTIFICATION

Exhibit 31.2

I, Deidra C. Merriwether, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of W.W. Grainger, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 28, 2022

By:	/s/ Deidra C. Merriwether
Name:	Deidra C. Merriwether
Title:	Senior Vice President and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of W.W. Grainger, Inc. (“Grainger”) for the quarterly period ended March 31, 2022, (the “Report”), D.G. Macpherson, as Chairman and Chief Executive Officer of Grainger, and Deidra C. Merriwether, as Senior Vice President and Chief Financial Officer of Grainger, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Grainger.

/s/ D.G. Macpherson

D.G. Macpherson

Chairman and Chief Executive Officer

April 28, 2022

/s/ Deidra C. Merriwether

Deidra C. Merriwether

Senior Vice President and Chief Financial Officer

April 28, 2022

XML

COVER - shares	3 Months Ended
	Mar. 31, 2022	Apr. 21, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	1-5684
Entity Registrant Name	W.W. Grainger, Inc.
Entity Incorporation, State or Country Code	IL
Entity Tax Identification Number	36-1150280
Entity Address, Address Line One	100 Grainger Parkway
Entity Address, City or Town	Lake Forest,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60045-5201
City Area Code	847
Local Phone Number	535-1000
Title of 12(b) Security	Common Stock
Trading Symbol	GWW
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		51,101,666
Entity Central Index Key	0000277135
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net sales	$ 3,647	$ 3,084
Cost of goods sold	2,264	1,991
Gross profit	1,383	1,093
Selling, general and administrative expenses	849	735
Operating earnings	534	358
Other (income) expense:
Interest expense – net	23	21
Other – net	(6)	(6)
Total other expense – net	17	15
Earnings before income taxes	517	343
Income tax provision	132	88
Net earnings	385	255
Less net earnings attributable to noncontrolling interest	19	17
Net earnings attributable to W.W. Grainger, Inc.	$ 366	$ 238
Earnings per share:
Basic (in dollars per share)	$ 7.11	$ 4.51
Diluted (in dollars per share)	$ 7.07	$ 4.48
Weighted average number of shares outstanding:
Basic (in shares)	51.1	52.3
Diluted (in shares)	51.4	52.6

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net earnings	$ 385	$ 255
Other comprehensive earnings (losses):
Foreign currency translation adjustments – net of reclassification to earnings	(26)	(35)
Postretirement benefit plan gain (losses) and other – net of tax benefit of $1 in both periods	(3)	(3)
Total other comprehensive earnings (losses)	(29)	(38)
Comprehensive earnings – net of tax	356	217
Less comprehensive earnings (losses) attributable to noncontrolling interest
Net earnings	19	17
Foreign currency translation adjustments	(16)	(18)
Total comprehensive earnings (losses) attributable to noncontrolling interest	3	(1)
Comprehensive earnings attributable to W.W. Grainger, Inc.	$ 353	$ 218

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (PARENTHETICAL) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Postretirement benefit plan reclassification, net of tax benefit	$ 1	$ 1

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 364	$ 241
Accounts receivable (less allowances for credit losses of $32 and $30, respectively)	2,001	1,754
Inventories – net	1,929	1,870
Prepaid expenses and other current assets	145	146
Total current assets	4,439	4,011
Property, buildings and equipment – net	1,434	1,424
Goodwill	384	384
Intangibles – net	229	238
Operating lease right-of-use	361	393
Other assets	146	142
Total assets	6,993	6,592
Current liabilities
Trade accounts payable	1,038	816
Accrued compensation and benefits	222	319
Operating lease liability	67	66
Accrued expenses	324	290
Income taxes payable	91	37
Total current liabilities	1,742	1,528
Long-term debt	2,338	2,362
Long-term operating lease liability	303	334
Deferred income taxes and tax uncertainties	126	121
Other non-current liabilities	114	87
Shareholders' equity
Cumulative preferred stock – $5 par value – 12,000,000 shares authorized; none issued nor outstanding	0	0
Common Stock – $0.50 par value – 300,000,000 shares authorized; 109,659,219 shares issued	55	55
Additional contributed capital	1,280	1,270
Retained earnings	9,782	9,500
Accumulated other comprehensive losses	(109)	(96)
Treasury stock, at cost – 58,557,553 and 58,439,014 shares, respectively	(8,927)	(8,855)
Total W.W. Grainger, Inc. shareholders’ equity	2,081	1,874
Noncontrolling interest	289	286
Total shareholders' equity	2,370	2,160
Total liabilities and shareholders' equity	$ 6,993	$ 6,592

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 32	$ 30
Cumulative preferred stock, par value (in dollars per share)	$ 5	$ 5
Cumulative preferred stock, shares authorized	12,000,000	12,000,000
Cumulative preferred stock, shares issued	0	0
Cumulative preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.50	$ 0.50
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	109,659,219	109,659,219
Treasury stock, shares at cost	58,557,553	58,439,014

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net earnings	$ 385	$ 255
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for credit losses	4	4
Deferred income taxes and tax uncertainties	7	(11)
Depreciation and amortization	52	43
Net gains from sale or redemption of assets	0	(5)
Stock-based compensation	9	8
Change in operating assets and liabilities:
Accounts receivable	(263)	(121)
Inventories	(65)	52
Prepaid expenses and other assets	(39)	(5)
Trade accounts payable	228	85
Accrued liabilities	(53)	(61)
Income taxes – net	86	55
Other non-current liabilities	(8)	(5)
Net cash provided by operating activities	343	294
Cash flows from investing activities:
Additions to property, buildings, equipment and intangibles	(57)	(73)
Proceeds from sale or redemption of assets	0	15
Net cash used in investing activities	(57)	(58)
Cash flows from financing activities:
Proceeds from stock options exercised	6	8
Payments for employee taxes withheld from stock awards	(2)	(2)
Purchases of treasury stock	(79)	(175)
Cash dividends paid	(84)	(81)
Net cash used in financing activities	(159)	(250)
Exchange rate effect on cash and cash equivalents	(4)	(9)
Net change in cash and cash equivalents	123	(23)
Cash and cash equivalents at beginning of year	241	585
Cash and cash equivalents at end of period	$ 364	$ 562

XML

CONDENSED CONSOLIDATED STATEMENT OF SHAREDHOLDERS' EQUITY CONDENSED CONSOLIDATED STATEMENT OF SHAREDHOLDERS' EQUITY - USD ($) $ in Millions	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Contributed Capital	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Earnings (Losses)	Treasury Stock	Noncontrolling Interest
Beginning balance at Dec. 31, 2020	$ 2,093	$ 12	$ 55	$ 1,239	$ 8,779	$ 12	$ (61)	$ (8,184)	$ 265
Increase (Decrease) in Stockholders' Equity
Stock-based compensation	14			9				5
Purchases of treasury stock	(175)							(175)
Net earnings	255				238				17
Other comprehensive (losses) earnings	(38)						(20)		(18)
Cash dividends paid	(81)				(81)
Ending balance at Mar. 31, 2021	2,080		55	1,248	8,948		(81)	(8,354)	264
Beginning balance at Dec. 31, 2021	2,160		55	1,270	9,500		(96)	(8,855)	286
Increase (Decrease) in Stockholders' Equity
Stock-based compensation	13			10				3
Purchases of treasury stock	(75)							(75)
Net earnings	385				366				19
Other comprehensive (losses) earnings	(29)						(13)		(16)
Cash dividends paid	(84)				(84)
Ending balance at Mar. 31, 2022	$ 2,370		$ 55	$ 1,280	$ 9,782		$ (109)	$ (8,927)	$ 289

XML

CONDENSED CONSOLIDATED STATEMENT OF SHAREDHOLDERS' EQUITY CONDENSED CONSOLIDATED STATEMENT OF SHAREDHOLDERS' EQUITY (PARENTHETICAL) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Stockholders' Equity (Parentheticals) [Abstract]
Cash dividends paid per share (in dollars per share)	$ 1.62	$ 1.53

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

W.W. Grainger, Inc. is a broad line, business-to-business distributor of maintenance, repair and operating (MRO) products and services with operations primarily in North America (N.A.), Japan and the United Kingdom (U.K.). In this report, the words “Grainger” or “Company” mean W.W. Grainger, Inc. and its subsidiaries, except where the context makes it clear that the reference is only to W.W. Grainger, Inc. itself and not its subsidiaries.

Basis of Presentation

The Company's Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting and the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and therefore do not include all information and disclosures normally included in the annual Consolidated Financial Statements. The preparation of these Condensed Consolidated Financial Statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from these estimated amounts. In the opinion of the Company’s management, the Condensed Consolidated Financial Statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

The Condensed Consolidated Balance Sheet at December 31, 2021, has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2022 (2021 Form 10-K).

There were no material changes to the Company’s significant accounting policies from those disclosed in Note 1 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Company's 2021 Form 10-K.

New Accounting Standards

Accounting Pronouncements Recently Adopted

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update provides increased transparency of government assistance, including the disclosure of the types of assistance an entity receives, an entity's method of accounting for government assistance and the effect of the assistance on an entity's financial statements. The guidance is effective for annual periods beginning after December 15, 2021 and should be applied prospectively or retrospectively. Early adoption is permitted. The Company adopted this ASU on January 1, 2022 on a prospective basis and it did not have a material impact on the Consolidated Financial Statements and related disclosures.

Accounting Pronouncements Recently Issued

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting as modified by subsequently issued ASU 2021-01. This update provides optional expedients and exceptions for applying GAAP to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. The guidance is effective upon issuance and generally can be applied prospectively to contract modifications made and hedging relationships entered or evaluated on or before December 31, 2022. The Company evaluated the impact of this ASU and it does not expect a material impact on the Consolidated Financial Statements.

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REVENUE

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

REVENUE

REVENUE

Company revenue is primarily comprised of MRO product sales and related activities, such as freight and services. Total service revenue accounted for approximately 1% of the Company's revenue for the three months ended March 31, 2022 and 2021, respectively.

Grainger serves a large number of customers in diverse industries, which are subject to different economic and market-specific factors. The Company's presentation of revenue by segment and industry most reasonably depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic and market-specific factors. In addition, the segments have unique underlying risks associated with customer purchasing behaviors. In the High-Touch Solutions N.A. segment, more than two-thirds of revenue is derived from customer contracts whereas in the Endless Assortment segment, a majority of revenue is derived from customer spot buys.

The following table presents the Company's percentage of revenue by reportable segment and by major customer industry:

	Three Months Ended March 31,
	2022						2021
	High-Touch Solutions N.A.		Endless Assortment		Total Company (2)		High-Touch Solutions N.A.		Endless Assortment		Total Company (2)
Contractors	9	%	15	%	10	%	9	%	15	%	10	%
Commercial	9	%	15	%	10	%	9	%	15	%	10	%
Government	17	%	3	%	14	%	19	%	3	%	16	%
Healthcare	7	%	2	%	6	%	7	%	2	%	6	%
Manufacturing	31	%	29	%	31	%	30	%	29	%	30	%
Retail/Wholesale	9	%	15	%	10	%	9	%	10	%	9	%
Transportation	6	%	3	%	6	%	5	%	3	%	5	%
Other (1)	12	%	18	%	13	%	12	%	23	%	14	%
Total net sales	100	%	100	%	100	%	100	%	100	%	100	%
Percent of Total Company Revenue	79	%	19	%	100	%	78	%	20	%	100	%
(1) Other primarily includes revenue from industries and customers that are not material individually, including agriculture, mining, natural resources and resellers not aligned to a major industry segment.
(2) Total Company includes other businesses, which includes the Cromwell business. Other businesses account for approximately 2% of revenue for the three months ended March 31, 2022 and March 31, 2021.

Total accrued sales incentives were approximately $72 million and $73 million as of March 31, 2022 and December 31, 2021, respectively, and are reported as part of Accrued expenses.

The Company had no material unsatisfied performance obligations, contract assets or liabilities as of March 31, 2022 and December 31, 2021.

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PROPERTY, BUILDINGS AND EQUIPMENT

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY, BUILDINGS AND EQUIPMENT

PROPERTY, BUILDINGS AND EQUIPMENT

Property, buildings and equipment consisted of the following (in millions of dollars):

	As of
	March 31, 2022		December 31, 2021
Land	$	329	$	329
Building, structures and improvements	1,456		1,431
Furniture, fixtures, machinery and equipment	1,580		1,567
Property, buildings and equipment	$	3,365	$	3,327
Less accumulated depreciation and amortization	1,931		1,903
Property, buildings and equipment – net	$	1,434	$	1,424

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GOODWILL AND OTHER INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

The Company did not identify any significant events or changes in circumstances that indicated the existence of impairment indicators during the three months ended March 31, 2022. As such, quantitative assessments were not required.     

The balances and changes in the carrying amount of Goodwill (net of cumulative goodwill impairments) by segment are as follows (in millions of dollars):

	High-Touch Solutions N.A.		Endless Assortment		Other		Total
Balance at January 1, 2021	$	321	$	70	$	—	$	391
Translation	—		(7)		—		(7)
Balance at December 31, 2021	321		63		—		384
Translation	2		(2)		—		—
Balance at March 31, 2022	$	323	$	61	$	—	$	384

    

The cumulative goodwill impairments as of March 31, 2022, were $137 million and consisted of $32 million within High-Touch Solutions N.A. and $105 million in Other.

There were no impairments to goodwill for the three months ended March 31, 2022 and 2021, respectively.

The balances in Intangible assets – net are as follows (in millions of dollars):

		As of
		March 31, 2022						December 31, 2021
	Weighted average life	Gross carrying amount		Accumulated amortization/impairment		Net carrying amount		Gross carrying amount		Accumulated amortization/impairment		Net carrying amount
Customer lists and relationships	11.7 years	$	219	$	177	$	42	$	221	$	176	$	45
Trademarks, trade names and other	14.2 years	36		25		11		36		24		12
Non-amortized trade names and other	Indefinite	24		—		24		25		—		25
Capitalized software	4.2 years	533		381		152		525		369		156
Total intangible assets	7.1 years	$	812	$	583	$	229	$	807	$	569	$	238

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DEBT

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

DEBT

DEBT

Long-term debt, including debt issuance costs and discounts – net, consisted of the following (in millions of dollars):

	As of
	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
4.60% senior notes due 2045	$	1,000	$	1,108	$	1,000	$	1,284
1.85% senior notes due 2025	500		486		500		509
4.20% senior notes due 2047	400		426		400		492
3.75% senior notes due 2046	400		399		400		459
Japanese yen term loan	74		74		78		78
Other	(14)		(14)		7		7
Subtotal	2,360		2,479		2,385		2,829
Debt issuance costs and discounts – net of amortization	(22)		(22)		(23)		(23)
Long-term debt	$	2,338	$	2,457	$	2,362	$	2,806

Senior Notes

In the years 2015-2020, Grainger issued $2.3 billion in unsecured long-term debt (Senior Notes) primarily to provide flexibility in funding general working capital needs and long-term cash requirements. The Senior Notes require no principal payments until maturity and interest is paid semi-annually.

The Company incurred debt issuance costs related to its Senior Notes of approximately $29 million, representing underwriting fees and other expenses, that were recorded as a contra-liability within Long-term debt and are being amortized over the term of the Senior Notes using the straight-line method to Interest expense – net.

The Company uses interest rate swaps to manage the risks associated with its 1.85% Senior Notes. These swaps were designated for hedge accounting treatment as fair value hedges. The resulting carrying value adjustments as of March 31, 2022 and December 31, 2021, are presented within Other in the table above. For further discussion on the Company's hedge accounting policies and derivative instruments, see Note 6.

Term Loan

In August 2020, MonotaRO entered into a ¥9 billion term loan agreement to fund technology investments and the expansion of its distribution center (DC) network. The term loan matures in 2024, payable over four equal semi-annual principal installments in 2023 and 2024 and bears an average interest of 0.05%.

Fair Value

The estimated fair value of the Company’s Senior Notes was based on available external pricing data and current market rates for similar debt instruments, among other factors, which are classified as Level 2 inputs within the fair value hierarchy.

For further information on the Company’s debt instruments, see Note 6 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Company’s 2021 Form 10-K.

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DERIVATIVE INSTRUMENTS

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS

DERIVATIVE INSTRUMENTSThe Company maintains various agreements with bank counterparties that permit the Company to enter into "over-the-counter" derivative instrument agreements to manage its risk associated with interest rates and foreign currency fluctuations. In February 2020, the Company entered into certain derivative instrument agreements to manage its risk associated with interest rates on its 1.85% Notes and foreign currency fluctuations in connection with its foreign currency-denominated intercompany borrowings. The Company did not enter into these agreements for trading or speculative purposes.

Fair Value Hedges

The Company uses fair value hedges primarily to hedge a portion of its fixed-rate long-term debt via interest rate swaps. Changes in the fair value of the interest rate swaps, along with the gain or loss on the hedged item, is recorded in earnings under the same line item, Interest expense – net. The notional amount of the Company’s outstanding fair value hedges as of March 31, 2022 and December 31, 2021 was $500 million.

Cash Flow Hedges

The Company uses cash flow hedges primarily to hedge the exposure to variability in forecasted cash flows from foreign currency-denominated intercompany borrowings via cross-currency swaps. Gains or losses on the cross-currency swaps are reported as a component of Accumulated other comprehensive earnings (losses) (AOCE) and reclassified into earnings in the same period during which the hedged transaction affects earnings. The notional amount of the Company’s outstanding cash flow hedges as of March 31, 2022 and December 31, 2021 was approximately $34 million. The effect of the Company’s cash flow hedges on the Condensed Consolidated Statement of Earnings (Other – net) and AOCE for the three months ended March 31, 2022 and 2021 was not material.

The effect of the Company's fair value hedges in Interest expense – net on the Condensed Consolidated Statement of Earnings for the three months ended March 31, 2022 and 2021 is as follows (in millions of dollars):

	Three Months Ended March 31,
	2022		2021
	Gains (losses)
Interest rate swaps:
Hedged item	$	19	$	10
Derivatives designated as hedging instrument	$	(19)	$	(10)

The fair value and carrying amounts of outstanding derivative instruments in the Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 were as follows (in millions of dollars):

		As of
		March 31, 2022		December 31, 2021
	Balance Sheet Classification	Fair Value and Carrying Amounts
Cross-currency swap	Accrued expenses	$	3	$	—
	Other non-current liabilities	$	—	$	2
Interest rate swaps	Other assets	$	—	$	1
	Other non-current liabilities	$	18	$	—

The carrying amount of the liability hedged by the interest rate swaps (Long-term debt), including the cumulative amount of fair value hedging adjustments, as of March 31, 2022 and December 31, 2021 amounted to $482 million and $501 million, respectively.

The estimated fair values of the Company's derivative instruments were based on quoted market forward rates, which are classified as Level 2 inputs within the fair value hierarchy and reflect the present value of the amount that the Company would pay for contracts involving the same notional amounts and maturity dates. No adjustments were required during the current period to reflect the counterparty’s credit risk or the Company’s own nonperformance risk.

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DIVIDEND	3 Months Ended
	Mar. 31, 2022
Dividends [Abstract]
DIVIDEND	DIVIDENDOn April 27, 2022, the Company’s Board of Directors declared a quarterly dividend of $1.72 per share, payable June 1, 2022, to shareholders of record on May 9, 2022.

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SEGMENT INFORMATION

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

Grainger's two reportable segments are High-Touch Solutions N.A. and Endless Assortment. The remaining international high-touch solutions businesses, which include the Cromwell business, are classified as Other to reconcile to consolidated results. These businesses individually and in the aggregate do not meet the criteria of a reportable segment.

Corporate costs are allocated to each reportable segment based on benefits received. Additionally, intersegment sales transactions, which are sales between Grainger businesses in separate reportable segments, are eliminated within the segment to present only the impact of sales to external customers. Service fees for intersegment sales from the High-Touch Solutions N.A. segment to the Endless Assortment segment are included in each segment's Selling, general and administrative expenses (SG&A) and are eliminated in consolidation.

Following is a summary of segment results (in millions of dollars):

	Three Months Ended March 31,
	2022				2021
	Net sales		Operating earnings (losses)		Net sales		Operating earnings (losses)
High-Touch Solutions N.A.	$	2,878	$	481	$	2,397	$	306
Endless Assortment	697		55		622		55
Other	72		(2)		65		(3)
Total Company	$	3,647	$	534	$	3,084	$	358

The Company is a broad line distributor of MRO products and services. Products are regularly added and removed from the Company's inventory. Accordingly, it would be impractical to provide sales information by product category due to the way the business is managed, and the dynamic nature of the inventory offered, including the evolving list of products stocked and additional products available online but not stocked.

Assets for reportable segments are not disclosed as such information is not regularly reviewed by the Company's Chief Operating Decision Maker.

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CONTINGENCIES AND LEGAL MATTERS

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES AND LEGAL MATTERS

CONTINGENCIES AND LEGAL MATTERS

From time to time the Company is involved in various legal and administrative proceedings, including claims related to: product liability, safety or compliance; privacy and cybersecurity matters; negligence; contract disputes; environmental issues; unclaimed property; wage and hour laws; intellectual property; advertising and marketing; consumer protection; pricing (including disaster or emergency declaration pricing statutes); employment practices; regulatory compliance, including as to trade and export matters; anti-bribery and corruption; and other matters and actions brought by employees, consumers, competitors, suppliers, customers, governmental entities and other third parties.

As previously disclosed, beginning in the fourth quarter of 2019, Grainger, KMCO, LLC (KMCO) and other defendants have been named in several product liability-related lawsuits in the Harris County, Texas District Court relating to an explosion at a KMCO chemical refinery located in Crosby, Harris County, Texas on April 2, 2019. The complaints in which Grainger has been named, which to date encompass approximately 186 plaintiffs, seek recovery of compensatory and other damages and relief in relation to personal injury, including one death and various other alleged injuries. On May 8, 2020, KMCO filed a voluntary petition in the United States Bankruptcy Court for the Southern District of Texas for relief under Chapter 7 of Title 11 of the United States Bankruptcy Court in the case KMCO, LLC, No. 20-60028. As a result of the Chapter 7 proceedings, the claims against KMCO in the Harris County lawsuits were stayed. Effective January 1, 2021, the Bankruptcy Court lifted the stay with respect to KMCO. In the product liability related cases, the Harris County District Court has decided to conduct bellwether trials involving a subset of plaintiffs the Court believes are representative of the parties' claims and defenses, with the first trial expected to be set for late 2022 or early 2023. Any additional trials may follow after the resolution of these initial cases.

On December 16, 2020, KMCO, the trustee of its estate and ORG Chemical Holdings, LLC, KMCO’s parent company (ORG), filed a property damage lawsuit relating to the KMCO chemical refinery incident against Grainger and another defendant in the Harris County, Texas District Court, which seeks unspecified damages (the KMCO Case). On April 1, 2021, 24 individual plaintiffs filed a petition in intervention seeking to be added as plaintiffs in the KMCO Case and seeking unspecified damages. On March 24, 2021, Indian Harbor Insurance Company, together with other insurance companies and underwriters, filed a property damage lawsuit relating to the KMCO chemical refinery incident against Grainger and another defendant in the Harris County, Texas District Court, seeking reimbursement of insurance payments made to or on behalf of KMCO and ORG, the insured parties under their respective policies, and other damages.

Grainger is investigating each of the various claims against the Company relating to the KMCO chemical refinery incident and intends to contest these matters vigorously.

Also, as a government contractor selling to federal, state and local governmental entities, the Company may be subject to governmental or regulatory inquiries or audits or other proceedings, including those related to contract administration, pricing and product compliance.

From time to time, the Company has also been named, along with numerous other nonaffiliated companies, as defendant in litigation in various states involving asbestos and/or silica. These lawsuits typically assert claims of personal injury arising from alleged exposure to asbestos and/or silica as a consequence of products manufactured by third parties purportedly distributed by the Company. While several lawsuits have been dismissed in the past based on the lack of product identification, if a specific product distributed by the Company is identified in any pending or future lawsuits, the Company will seek to exercise indemnification remedies against the product manufacturer to the extent available. In addition, the Company believes that a substantial number of these claims are covered by insurance. The Company has entered into agreements with its major insurance carriers relating to the scope, coverage and the costs of defense, of lawsuits involving claims of exposure to asbestos. The Company believes it has strong legal and factual defenses and intends to continue defending itself vigorously in these lawsuits.

While the Company is unable to predict the outcome of any of these proceedings and other matters, it believes that their ultimate resolution will not have, either individually or in the aggregate, a material adverse effect on the Company’s consolidated financial condition or results of operations.

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REVENUE (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenues

The following table presents the Company's percentage of revenue by reportable segment and by major customer industry:

	Three Months Ended March 31,
	2022						2021
	High-Touch Solutions N.A.		Endless Assortment		Total Company (2)		High-Touch Solutions N.A.		Endless Assortment		Total Company (2)
Contractors	9	%	15	%	10	%	9	%	15	%	10	%
Commercial	9	%	15	%	10	%	9	%	15	%	10	%
Government	17	%	3	%	14	%	19	%	3	%	16	%
Healthcare	7	%	2	%	6	%	7	%	2	%	6	%
Manufacturing	31	%	29	%	31	%	30	%	29	%	30	%
Retail/Wholesale	9	%	15	%	10	%	9	%	10	%	9	%
Transportation	6	%	3	%	6	%	5	%	3	%	5	%
Other (1)	12	%	18	%	13	%	12	%	23	%	14	%
Total net sales	100	%	100	%	100	%	100	%	100	%	100	%
Percent of Total Company Revenue	79	%	19	%	100	%	78	%	20	%	100	%
(1) Other primarily includes revenue from industries and customers that are not material individually, including agriculture, mining, natural resources and resellers not aligned to a major industry segment.
(2) Total Company includes other businesses, which includes the Cromwell business. Other businesses account for approximately 2% of revenue for the three months ended March 31, 2022 and March 31, 2021.

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PROPERTY, BUILDINGS AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

PROPERTY, BUILDINGS AND EQUIPMENT

Property, buildings and equipment consisted of the following (in millions of dollars):

	As of
	March 31, 2022		December 31, 2021
Land	$	329	$	329
Building, structures and improvements	1,456		1,431
Furniture, fixtures, machinery and equipment	1,580		1,567
Property, buildings and equipment	$	3,365	$	3,327
Less accumulated depreciation and amortization	1,931		1,903
Property, buildings and equipment – net	$	1,434	$	1,424

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The balances and changes in the carrying amount of Goodwill (net of cumulative goodwill impairments) by segment are as follows (in millions of dollars):

	High-Touch Solutions N.A.		Endless Assortment		Other		Total
Balance at January 1, 2021	$	321	$	70	$	—	$	391
Translation	—		(7)		—		(7)
Balance at December 31, 2021	321		63		—		384
Translation	2		(2)		—		—
Balance at March 31, 2022	$	323	$	61	$	—	$	384

Schedule of Finite-Lived Intangible Assets By Major Class

The balances in Intangible assets – net are as follows (in millions of dollars):

		As of
		March 31, 2022						December 31, 2021
	Weighted average life	Gross carrying amount		Accumulated amortization/impairment		Net carrying amount		Gross carrying amount		Accumulated amortization/impairment		Net carrying amount
Customer lists and relationships	11.7 years	$	219	$	177	$	42	$	221	$	176	$	45
Trademarks, trade names and other	14.2 years	36		25		11		36		24		12
Non-amortized trade names and other	Indefinite	24		—		24		25		—		25
Capitalized software	4.2 years	533		381		152		525		369		156
Total intangible assets	7.1 years	$	812	$	583	$	229	$	807	$	569	$	238

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DEBT (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

Long-term debt, including debt issuance costs and discounts – net, consisted of the following (in millions of dollars):

	As of
	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
4.60% senior notes due 2045	$	1,000	$	1,108	$	1,000	$	1,284
1.85% senior notes due 2025	500		486		500		509
4.20% senior notes due 2047	400		426		400		492
3.75% senior notes due 2046	400		399		400		459
Japanese yen term loan	74		74		78		78
Other	(14)		(14)		7		7
Subtotal	2,360		2,479		2,385		2,829
Debt issuance costs and discounts – net of amortization	(22)		(22)		(23)		(23)
Long-term debt	$	2,338	$	2,457	$	2,362	$	2,806

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DERIVATIVE INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

The effect of the Company's fair value hedges in Interest expense – net on the Condensed Consolidated Statement of Earnings for the three months ended March 31, 2022 and 2021 is as follows (in millions of dollars):

	Three Months Ended March 31,
	2022		2021
	Gains (losses)
Interest rate swaps:
Hedged item	$	19	$	10
Derivatives designated as hedging instrument	$	(19)	$	(10)

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The fair value and carrying amounts of outstanding derivative instruments in the Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 were as follows (in millions of dollars):

		As of
		March 31, 2022		December 31, 2021
	Balance Sheet Classification	Fair Value and Carrying Amounts
Cross-currency swap	Accrued expenses	$	3	$	—
	Other non-current liabilities	$	—	$	2
Interest rate swaps	Other assets	$	—	$	1
	Other non-current liabilities	$	18	$	—

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SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Summary of Segment Results

Following is a summary of segment results (in millions of dollars):

	Three Months Ended March 31,
	2022				2021
	Net sales		Operating earnings (losses)		Net sales		Operating earnings (losses)
High-Touch Solutions N.A.	$	2,878	$	481	$	2,397	$	306
Endless Assortment	697		55		622		55
Other	72		(2)		65		(3)
Total Company	$	3,647	$	534	$	3,084	$	358

The Company is a broad line distributor of MRO products and services. Products are regularly added and removed from the Company's inventory. Accordingly, it would be impractical to provide sales information by product category due to the way the business is managed, and the dynamic nature of the inventory offered, including the evolving list of products stocked and additional products available online but not stocked.

Assets for reportable segments are not disclosed as such information is not regularly reviewed by the Company's Chief Operating Decision Maker.

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REVENUE - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Contract With Customer, Sales Incentive Liability	$ 72		$ 73
Service Revenue [Member]
Disaggregation of Revenue [Line Items]
Percent of Total Company Revenue	1.00%	1.00%

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REVENUE - Disaggregation of Revenues (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	100.00%	100.00%
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage Of Company-Wide Revenue	100.00%	100.00%
Operating earnings
Disaggregation of Revenue [Line Items]
Percent of Total Company Revenue	2.00%	2.00%
Contractors [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	10.00%	10.00%
Commercial [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	10.00%	10.00%
Government Customer [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	14.00%	16.00%
Healthcare Customer [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	6.00%	6.00%
Manufacturing [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	31.00%	30.00%
Retail/Wholesale [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	10.00%	9.00%
Transportation [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	6.00%	5.00%
Others [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	13.00%	14.00%
High-Touch Solutions N.A.
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	100.00%	100.00%
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage Of Company-Wide Revenue	79.00%	78.00%
High-Touch Solutions N.A. | Contractors [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	9.00%	9.00%
High-Touch Solutions N.A. | Commercial [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	9.00%	9.00%
High-Touch Solutions N.A. | Government Customer [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	17.00%	19.00%
High-Touch Solutions N.A. | Healthcare Customer [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	7.00%	7.00%
High-Touch Solutions N.A. | Manufacturing [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	31.00%	30.00%
High-Touch Solutions N.A. | Retail/Wholesale [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	9.00%	9.00%
High-Touch Solutions N.A. | Transportation [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	6.00%	5.00%
High-Touch Solutions N.A. | Others [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	12.00%	12.00%
Endless Assortment
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	100.00%	100.00%
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage Of Company-Wide Revenue	19.00%	20.00%
Endless Assortment | Contractors [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	15.00%	15.00%
Endless Assortment | Commercial [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	15.00%	15.00%
Endless Assortment | Government Customer [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	3.00%	3.00%
Endless Assortment | Healthcare Customer [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	2.00%	2.00%
Endless Assortment | Manufacturing [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	29.00%	29.00%
Endless Assortment | Retail/Wholesale [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	15.00%	10.00%
Endless Assortment | Transportation [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	3.00%	3.00%
Endless Assortment | Others [Member]
Disaggregation of Revenue [Line Items]
Revenue From Contract With Customer, Excluding Assessed Tax, Percentage	18.00%	23.00%

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PROPERTY, BUILDINGS AND EQUIPMENT (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, buildings and equipment	$ 3,365	$ 3,327
Less accumulated depreciation and amortization	1,931	1,903
Property, buildings and equipment – net	1,434	1,424
Land [Member]
Property, Plant and Equipment [Line Items]
Property, buildings and equipment	329	329
Building, Structures and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, buildings and equipment	1,456	1,431
Furniture, Fixtures, Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, buildings and equipment	$ 1,580	$ 1,567

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GOODWILL AND OTHER INTANGIBLE ASSETS Balances and Changes in Carrying Amounts of Goodwill (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 384	$ 391
Translation	0	(7)
Goodwill, ending balance	384	384
Other
Goodwill [Roll Forward]
Goodwill, beginning balance	0	0
Translation	0	0
Goodwill, ending balance	0	0
High-Touch Solutions N.A. | Segment Balances Before Intersegment Eliminations and Consolidation Reconciling Items
Goodwill [Roll Forward]
Goodwill, beginning balance	321	321
Translation	2	0
Goodwill, ending balance	323	321
Endless Assortment | Segment Balances Before Intersegment Eliminations and Consolidation Reconciling Items
Goodwill [Roll Forward]
Goodwill, beginning balance	63	70
Translation	(2)	(7)
Goodwill, ending balance	$ 61	$ 63

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GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Impairments	$ 0	$ 0
Segment Balances Before Intersegment Eliminations and Consolidation Reconciling Items
Segment Reporting Information [Line Items]
Cumulative goodwill impairments	137
Other
Segment Reporting Information [Line Items]
Cumulative goodwill impairments	105
High-Touch Solutions N.A. | Segment Balances Before Intersegment Eliminations and Consolidation Reconciling Items
Segment Reporting Information [Line Items]
Cumulative goodwill impairments	$ 32

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GOODWILL AND OTHER INTANGIBLE ASSETS Intangible assets included in Other assets and intangibles (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-lived intangible assets, useful life	7 years 1 month 6 days
Total intangible assets, gross	$ 812	$ 807
Finite-lived intangible assets, accumulated amortization	583	569
Total intangible assets, net	$ 229	238
Customer lists and relationships
Finite-lived intangible assets, useful life	11 years 8 months 12 days
Finite-lived intangible assets, gross	$ 219	221
Finite-lived intangible assets, accumulated amortization	177	176
Finite-lived intangible assets, net	$ 42	45
Trademarks, trade names and other
Finite-lived intangible assets, useful life	14 years 2 months 12 days
Finite-lived intangible assets, gross	$ 36	36
Finite-lived intangible assets, accumulated amortization	25	24
Finite-lived intangible assets, net	11	12
Non-amortized trade names and other
Finite-lived intangible assets, gross	24	25
Finite-lived intangible assets, accumulated amortization	0	0
Indefinite-lived intangible assets, carrying amount	$ 24	25
Capitalized software
Finite-lived intangible assets, useful life	4 years 2 months 12 days
Finite-lived intangible assets, gross	$ 533	525
Finite-lived intangible assets, accumulated amortization	381	369
Finite-lived intangible assets, net	$ 152	$ 156

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DEBT - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Feb. 29, 2020
Debt Instrument [Line Items]
Long-term debt, gross	$ 2,360	$ 2,385
Other	(14)	(7)
Debt issuance costs and discounts – net of amortization	(22)	(23)
Long-term debt	2,338	2,362
Other, fair value	(14)	(7)
Long-term debt, gross, fair value	2,479	2,829
Debt issuance costs and discounts, fair value	(22)	(23)
Long-term debt, excluding current maturities, , fair value	2,457	2,806
Yen Denominated Bank Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	74	78
Long-term debt, fair value	74	78
Senior Notes, 4.60% due 2045 [Member] | Senior notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,000	1,000
Long-term debt, fair value	$ 1,108	1,284
Interest rate	4.60%
Unsecured Senior Notes, 1.85% | Senior notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 500	500
Long-term debt, fair value	$ 486	509
Interest rate	1.85%		1.85%
Senior Notes, 4.20% due 2047 [Member] | Senior notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 400	400
Long-term debt, fair value	$ 426	492
Interest rate	4.20%
Senior Notes, 3.75% due 2046 [Member] | Senior notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 400	400
Long-term debt, fair value	$ 399	$ 459
Interest rate	3.75%

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DEBT - Narrative (Details) $ in Millions	1 Months Ended
	Aug. 31, 2020 JPY (¥) payment	Mar. 31, 2022	Dec. 31, 2020 USD ($)	Feb. 29, 2020
Senior Notes [Member]
Debt Instrument [Line Items]
Debt principal amount			$ 2,300
Debt Issuance Costs, Gross			$ 29
Unsecured Senior Notes, 1.85% | Senior Notes [Member]
Debt Instrument [Line Items]
Interest rate		1.85%		1.85%
Term Loan Agreement, 0.05% [Member] | Yen Denominated Bank Term Loan
Debt Instrument [Line Items]
Debt principal amount | ¥	¥ 9,000,000,000
Number of semi-annual principal payments | payment	4
Average interest rate	0.05%

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DERIVATIVE INSTRUMENTS - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021	Feb. 29, 2020
Derivative [Line Items]
Derivative instruments and hedges, liabilities	$ 482	$ 501
Unsecured Senior Notes, 1.85% | Senior notes [Member]
Derivative [Line Items]
Interest rate	1.85%		1.85%
Designated as Hedging Instrument [Member] | Fair Value Hedging [Member]
Derivative [Line Items]
Derivative, notional amount	$ 500	500
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member]
Derivative [Line Items]
Derivative, notional amount	$ 34	$ 34

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DERIVATIVE INSTRUMENTS - Schedule of Derivative Instruments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Derivative Instruments, Gain (Loss) [Line Items]
Interest Income (Expense), Net	$ (23)	$ (21)
Other Contract [Member] | Fair Value Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Interest Income (Expense), Net	19	10
Interest rate swaps | Fair Value Hedging [Member] | Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Interest Income (Expense), Net	$ (19)	$ (10)

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DERIVATIVE INSTRUMENTS - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - Designated as Hedging Instrument [Member] - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Cross-currency swap | Accrued expenses
Derivative [Line Items]
Fair Value and Carrying Value of Derivative Liabilities	$ 3	$ 0
Cross-currency swap | Other non-current liabilities
Derivative [Line Items]
Fair Value and Carrying Value of Derivative Liabilities	0	2
Interest rate swaps | Other non-current liabilities
Derivative [Line Items]
Fair Value and Carrying Value of Derivative Liabilities	18	0
Interest rate swaps | Other assets
Derivative [Line Items]
Fair Value and Carrying Value of Derivative Assets	$ 0	$ 1

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DIVIDEND - Narrative (Details)	Apr. 27, 2022 $ / shares
Subsequent event
Subsequent Event [Line Items]
Dividend declared (in dollars per share)	$ 1.72

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SEGMENT INFORMATION - Narrative (Details)	3 Months Ended
	Mar. 31, 2022 segment
Segment Reporting [Abstract]
Number of reportable segments	2

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SEGMENT INFORMATION - Summary of Segment Results (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Total net sales	$ 3,647	$ 3,084
Segment operating earnings	534	358
Other
Segment Reporting Information [Line Items]
Total net sales	72	65
Segment operating earnings	(2)	(3)
High-Touch Solutions N.A. | Segment Balances Before Intersegment Eliminations and Consolidation Reconciling Items
Segment Reporting Information [Line Items]
Total net sales	2,878	2,397
Segment operating earnings	481	306
Endless Assortment | Segment Balances Before Intersegment Eliminations and Consolidation Reconciling Items
Segment Reporting Information [Line Items]
Total net sales	697	622
Segment operating earnings	$ 55	$ 55

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CONTINGENCIES AND LEGAL MATTERS (Details)		3 Months Ended
	Apr. 01, 2021 plantiff	Dec. 31, 2019 plantiff death
Commitments and Contingencies Disclosure [Abstract]
Number of plaintiffs | plantiff	24	186
Number of deaths | death		1