UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20192020
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
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) |
| | 847 | 535-1000 | | |
(Registrant’s telephone number, including area code) |
|
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 |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐No☒
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 139)13(a) of the Exchange Act. ☐
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The aggregate market value of the voting common equity held by nonaffiliates of the registrant was $13,765,366,450$15,084,028,289 as of the close of trading as reported on the New York Stock Exchange on June 30, 2019.2020. The Company does not have nonvoting common equity.
The registrant had 53,656,30652,375,717 shares of the Company’s Common Stock outstanding as of January 31, 2020.2021.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be filed in connection with the annual meeting of shareholders to be held on April 29, 2020,28, 2021, are incorporated by reference into Part III hereof of this Form 10-K where indicated. The registrant's definitive 20192020 proxy statement will be filed on or about March 19, 2020.18, 2021.
|
| | | | | | | | | | | | | | | | | | | |
| TABLE OF CONTENTS | Page |
|
| PART I | |
Item 1: | BUSINESS | |
Item 1A: | RISK FACTORS | |
Item 1B: | UNRESOLVED STAFF COMMENTS | |
Item 2: | PROPERTIES | |
Item 3: | LEGAL PROCEEDINGS | |
Item 4: | MINE SAFETY DISCLOSURES | |
| PART II | |
Item 5: | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER | |
| | MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | |
Item 6: | SELECTED FINANCIAL DATA | |
Item 7: | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL | |
| | CONDITION AND RESULTS OF OPERATIONS | |
Item 7A: | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | |
Item 8: | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | |
Item 9: | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS | |
| | ON ACCOUNTING AND FINANCIAL DISCLOSURE | |
Item 9A: | CONTROLS AND PROCEDURES | |
Item 9B: | OTHER INFORMATION | |
| PART III | |
Item 10: | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | |
Item 11: | EXECUTIVE COMPENSATION | |
Item 12: | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | |
Item 13: | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | |
Item 14: | PRINCIPAL ACCOUNTANT FEES AND SERVICES | |
| PART IV | |
Item 15: | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | |
Item 16: | FORM 10-K SUMMARY | |
Signatures | | | | | |
| | | | | |
PART I
Item 1: Business
The Company
W.W. Grainger, Inc., incorporated in the State of Illinois in 1928, 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 Europe. 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.
StrategyThe Grainger Edge (Purpose, Aspiration, Strategy)
InGrainger's framework, “The Grainger Edge”, uniquely defines the largeCompany by describing why it exists, how it serves its customers and fragmented MRO industry,how its team members work together to achieve its objectives. Grainger’s purpose is to keep the world working. Whether that means helping a hospital focus on patient care, a manufacturing plant focus on building great products or a school focus on educating, Grainger and its team members help keep facilities running so customers can focus on what they do best.
The framework also outlines a set of principles that define the behaviors expected from Grainger’s team members in working with each other and their customers, supplier partners and communities. It is a basis for holding team members accountable to these principles and helps the company execute its strategy and create value for shareholders.
Business Model
Grainger's strategy is defined by its customers’ needs and the Company uses a combination of its high-touch and endless assortment businesses to relentlessly expand its leadership position (i.e., supply chain infrastructure, broad in-stock product offering and deep customer relationships) by beingserve the go-to partnervarying needs for customers who build and run safe, sustainable, and productive operations. To execute this strategy, the Company competes with two business models:of all sizes.
The high-touch solutions and endless assortment. Grainger’s high-touch solutions businesses servemodel serves customers with complex buying needs, primarily in North AmericaAmerica. This model helps Grainger deliver a great customer experience and Europe. develop deep customer relationships—whether onsite, at a branch, over the phone or online. Grainger creates value for customers through its sales and service representatives, technical product support, fulfillment capabilities, inventory management solutions and other services.
The endless assortment businesses are focused onmodel is designed for customers with less-complexless complex needs and includes the Zoro Tools, Inc. (Zoro)brand in the United States (U.S.) and United Kingdom (U.K.) and MonotaRO Co., Ltd. (MonotaRO) in Japan. Customers buying through the endless assortment platforms have access to an expansive product assortment and can quickly find the products they need with an easy and streamlined online search experience. The assortment contains millions of Stock Keeping Units (SKUs), including products outside of traditional industrial MRO categories.
Competing with these two business models allows Grainger to leverage its scale and advantaged supply chain to meet the changing needs of its customers. The following provides a high-level view of each model:
Accelerated Growth
Grainger’s high-touch and endless assortment businesses are supported by Grainger's strong competencies to help drive accelerated growth across the MRO Industryindustry.
TheGeographic Overview
In the large and fragmented MRO industry, Grainger holds an advantaged position with its supply chain infrastructure, broad in-stock product offering, robust eCommerce platform and deep customer relationships.
While the global MRO market is vastly large, Grainger's estimated addressable market is more than $200 billion. Grainger is most successful in markets where Graingerit has operationsscale positions in purchasing, supply chain and information technology (IT), and where a developed infrastructure exists. Those markets include North America, Europe and Japan. Each of these core markets has similar characteristics: the market is large, with an estimated size of more than $290 billion and is concentrated in North America, Japan and Europe. These large core markets have high gross domestic product per capita, advanced infrastructures andthe competition is highly fragmented. In total, Grainger estimates to have 4%it has approximately 6% share within these markets with ample opportunity and a track record for growth.
Grainger’s two reportable segments are the U.S. and Canada through December 31, 2020, and are further described below. Other businesses include the endless assortment businesses, Zoro in the U.S. and the U.K. and MonotaRO in Japan, and smaller international businesses primarily in Europethe U.K. and Mexico. Effective January 1, 2021, Grainger’s two reportable segments are High Touch – North America and Endless Assortment to align with Grainger's two distinct business models. For further segment and financial information, see “ItemPart II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations (MD&A) and Note 141 to the Consolidated Financial Statements (Financial Statements)., included in Part II, Item 8: Financial Statements and Supplementary Data of this report, which is incorporated herein by reference.
The table below shows Grainger's estimated share of the MRO market and the summary of its operations by reportingreportable segments and other businesses as of December 31, 2019:2020:
|
| | | | | | | |
| Approximate Market Share | | Distribution Centers (DCs)1 | | Branches1 | | Approximate Number of Customers Served (thousands)2 |
United States | 7% | | 17 | | 282 | | 1,000 |
Canada | 4% | | 5 | | 53 | | 50 |
Other businesses | | | | | | | |
Endless assortment businesses | 2% | | 4 | | — | | 2,600 |
International high-touch solutions businesses | 1% | | 6 | | 119 | | 150 |
TOTAL | 4% | | 32 | | 454 |
| 3,800 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Approximate Market Share | | Distribution Centers (DCs)(1) | | Branches(1) | | Approximate Number of Customers Served (thousands)(2) |
United States - high touch business | 7% | | 17 | | 287 | | 1,100 |
Canada - high-touch business | 4% | | 5 | | 49 | | 50 |
Other businesses: | | | | | | | |
Endless assortment businesses | 3% | | 4 | | — | | 3,800 |
International high-touch businesses | 2% | | 3 | | 71 | | 50 |
Total | 6% | | 29 | | 407 | | 5,000 |
1(1) See Item 2, "Properties"2: Properties for more information.
2(2) Customers served in the U.S. may include overlap with Zoro within the endless assortment businesses.
Customers and Products
Approximately 5,0005 million customers worldwide rely on Grainger for MRO products and services representing a broad collection of industries, including, but not limited to commercial, government, healthcare and manufacturing.
Grainger's high-touch and endless assortment businesses appeal to varying customer needs and complexities as follows:
Products
More than 4,500 suppliers worldwide provide Grainger businesses with about 1.61.5 million products stocked in DCs and branches. Additionally, Grainger’s endless assortment businesses offer millions moreapproximately 26 million products through itsthe Company's expanding drop-ship assortment. No single supplier comprised more than 5% of Grainger's total purchases and no significant barriers exist with respect to sources of supply.
Grainger’s MRO product offering is grouped under several broad categories, including material-handling equipment, safety and security supplies, lighting and electrical products, power and hand tools, pumps and plumbing supplies, cleaning and maintenance supplies and metalworking tools. Products are regularly added and removed from Grainger's product lines on the basis of customer demand, market research, suppliers' recommendations, sales volumes and other factors. No single product category comprises more than 17%19% of global sales.
Coronavirus (COVID-19) Pandemic Response
In response to the COVID-19 pandemic, the Company built and executed a pandemic-response focused on serving customers, supporting team members, and ensuring the Company remains financially strong. Grainger is an essential business, allowing the Company to serve its customers with needed supplies and services throughout the pandemic and recovery. As the pandemic evolved throughout 2020, the Company has continually shifted accordingly to ensure the Company is well positioned to continue executing its priorities. See Part II: Item 7: MD&A and refer to the Impact of the COVID-19 Pandemic on Grainger Businesses for further details.
United States
- High-Touch
The U.S. business offers a broad selection of MRO products and services through its eCommerce platforms, catalogs, branches and sales and service representatives. A combination of product breadth, local availability, speed of delivery, detailed product information and competitively priced products and services is provided by this business.
Sales in 20192020 were made to approximately 1 million customers and no single end customer accounted for more than 2%3% of total sales. U.S. business customers range from mid-sized businesses to large corporations, government entities and other institutions within many industries. Macro trends and technology drive the way U.S. business customers behave. CustomersHigh-touch customers desire highly tailored solutions with real-time access to
information and efficient delivery of products and services. These trends are reflected in how customers do business as demonstrated in the following tables for the 20192020 line mix:
| | | | | | | | | | | | | | |
Order Origination | | Order Fulfillment |
Digital channels: | | | Direct-to-customer: | |
Website | 32 | % | | Ship to Customer | 73 | % |
EDI/ePro | 28 | % | | KeepStock® | 15 | % |
KeepStock® | 15 | % | | Subtotal | 88 | % |
Subtotal | 75 | % | | Branch Pick-up | 12 | % |
Non-digital channels: | | | Total | 100 | % |
Branch | 6 | % | | | |
Phone | 19 | % | | | |
Subtotal | 25 | % | | | |
Total | 100 | % | | | |
|
| | | | | | |
Order Origination | | Order Fulfillment |
Digital channels: | | | Direct-to-customer: | |
Website | 30 | % | | Ship to Customer | 70 | % |
EDI/ePro | 25 | % | | KeepStock® | 17 | % |
KeepStock® | 16 | % | | Subtotal | 87 | % |
Subtotal | 71 | % | | Branch Pick-up | 13 | % |
Non-digital channels: | | | Total | 100 | % |
Branch | 10 | % | | | |
Phone | 19 | % | | | |
Subtotal | 29 | % | | | |
Total | 100 | % | | | |
Customers have access to more than 41.5 million products through Grainger.com and other branded websites. Grainger.com provides real-time price and product availability, detailed product information and features such as product search and compare capabilities. For customers with sophisticated electronic purchasing platforms, the U.S. high-touch business utilizes technology that allows these systems to communicate directly with Grainger.com. The majority of products sold by the U.S. business are third-party owned products. In addition, approximately 21%20% of 20192020 U.S. business sales were private label MRO items bearing Grainger’s registered trademarks, including DAYTON®, SPEEDAIRE®, AIR HANDLER®, TOUGH GUY®, WESTWARD®, CONDOR® and LUMAPRO®. Grainger has taken steps to protect these trademarks against infringement and believes that they will remain available for future use in its business.
Sales and service representatives in the U.S. high-touch business drive relationships with customers by helping select the right products for their needs and reducing costs by utilizing Grainger as a consistent source of supply. Additionally, inventory management through KeepStock® allows the U.S. high-touch business to help customers be more productive. KeepStock® is a comprehensive program that includes vendor-managed inventory, customer-managed inventory and onsite vending machines.
DCs are the primary order fulfillment channel with approximately 70%73% of direct shipments. Automation in the DCs allows the majority of orders to ship complete with next-day delivery and replenish branches that provide same-day availability to customers. The U.S. business DC network is also a primary component of Grainger’s North American distribution network and it supplies inventory, product management, supply chain and related support services to all Grainger subsidiaries in the North American region including Zoro, the Canada business, Mexico business and Zoro, which are part of other businesses.U.S. endless assortment business. Approximately 18%32%, 62%59%, and 99%92% of inventory purchases in 20192020 for the Canadian business, Mexican business and Zoro, respectively, were sourced from the U.S. business.
Branches in the U.S. high-touch business serve the immediate needs of customers by allowing them to directly pick up items and leverage branch staff for their technical product expertise and search-and-select support. Branches also fulfill local KeepStock® operations in their local markets.
The U.S. business houses the North American Customer Service Centers which support the needs of customers in the U.S. and Canada. The centers handle more than 73,00062,000 daily customer interactions for the region via phone, email, eCommerce portals and online chat.
Canada
- High-Touch
The Canada business provides a combination of product breadth, local availability, speed of delivery, detailed product information and competitively priced products and services. The Canada business primarily serves Canadian customers through its integrated DC and branch network as well as sales and service representatives.
Other businesses
Other Businesses
Other businesses is comprised of the endless assortment businesses, Zoro and MonotaRO, and smaller international high-touch solutions businesses primarily in Europethe U.K. and Mexico.
Zoro - Endless Assortment in the U.S.
Zoro is an online MRO distributor, primarily serving U.S. customers through its website, Zoro.com. With sales of more than $625$700 million in 2019,2020, Zoro offers a broadan expansive selection of more than 3.5approximately 6 million products to its customers. Zoro has no branches or sales representatives, and customer orders are fulfilled through the U.S. business supply chain and third parties.
MonotaRO - Endless Assortment in Japan
MonotaRO
Grainger operates in Japan primarily through its majority interest in MonotaRO. MonotaRO had more than $1$1.4 billion in revenue in 20192020 and provides customers with access to approximately 20 million MRO products primarily through its websites and catalogs. A majority of orders are conducted through MonotaRO.com and fulfilled from its DCs and third parties. MonotaRO also operates small operations in other Asian countries, which represent less than 5% of their sales.
Seasonality
Grainger sells products that may have seasonal demand fluctuations during the winter or summer seasons or during periods of natural disasters. However, historical seasonality impacts have not been material to Grainger’s operating results.
Competition
In the large and fragmented MRO industry, Grainger faces competition from a variety of competitors, including manufacturers (including some of its own suppliers) that sell directly to certain segments of the market, wholesale distributors, retailers and internet-based businesses. Also, competitors vary by size, from large broad-linebroad line distributors and eCommerce retailers to small local and regional competitors.competitors, with a high degree of overlap for both business models. Grainger differentiates itself by providing local product availability, a broad product line, sales and service representatives, catalogs (which include product descriptions and, in certain cases, extensive technical and application data) and advanced electronic and eCommerce technology. Grainger also offers other services, such as inventory management and technical support.
EmployeesGovernment Regulations
Grainger’s business is subject to a wide array of laws, regulations and standards in each domestic and foreign jurisdiction where Grainger operates. In addition to Grainger’s U.S. operations, which in 2020 generated approximately 78% of its consolidated net sales, Grainger operates its business principally through wholly-owned subsidiaries in Canada, China, Mexico and the U.K., and through its majority-owned subsidiary in Japan. Compliance with these laws, regulations and standards requires the dedication of time and effort of employees as well as financial resources. In 2020, compliance with the applicable laws, regulations and standards did not have a material effect on capital expenditures, earnings or competitive position. For a discussion of the risks associated with government regulations that may materially impact Grainger, please see Item 1A: Risk Factors.
Human Capital Resources
As of December 31, 2019,2020, Grainger had approximately 25,30023,100 employees worldwide, of whom approximately 23,80021,800 were full-time and 1,5001,300 were part-time or temporary. Approximately 86% of these employees resided in North America, 8% in Asia and 6% in Europe. Grainger has never had anot experienced any major work stoppagestoppages and considers employee relations to be good.
Website AccessThe Company strongly believes that its corporate culture must be aligned with its business strategy and aspiration to Company Reports
create value. To that end, Grainger's Board of Directors and senior management are actively involved in cultivating Grainger’s culture. Grainger believes that a purpose-driven culture is an asset that creates a sustainable, competitive advantage for the Company. Building on its strong foundation while evolving a framework to address future challenges is critical to Grainger’s continued success.
The Company has in place a strategic framework, The Grainger Edge, which defines who Grainger is, why Grainger exists, and how team members work together to achieve Grainger’s objectives.
The Grainger Edge outlines Grainger's purpose, aspiration, strategy and principles, which are foundational to its culture. The Grainger Edge principles are:
| | | | | |
•Start with the Customer | •Win as One Team |
•Embrace Curiosity | •Invest in our Success |
•Act with Intent | •Do the Right Thing |
•Compete with Urgency | |
Grainger’s culture and principles help the Company attract, retain, motivate and develop its workforce and help drive employee engagement. The Company believes an engaged workforce leads to a more innovative, productive and profitable company and measures employee engagement on an ongoing basis. The results from engagement surveys are used to implement programs and processes designed to enhance Grainger’s inclusive culture.
The Grainger Edge principles also guide the Company’s actions supporting health and safety, diversity, equity and inclusion, and team member experience.
Health and Safety
Grainger is committed to providing a safe work environment and ensuring team members are properly prepared to perform the many tasks required to support customers. The Company’s Environmental, Health and Safety (EHS) program is designed to integrate EHS initiatives into Grainger’s business operations and comply with applicable regulations. To that end, the Company requires each of its locations to perform regular safety audits to confirm proper safety policies, programs, procedures and training are in place.
The Company promotes a culture of safety and education. Operational team members must complete routine training to fully understand the expectation of behaviors defined by the Company’s global EHS policy. Grainger also leverages external partnerships to support its EHS professionals and is a member of the Campbell Institute of the National Safety Council, whose mission is to use research, education and advocacy to eliminate preventable injuries and deaths. Managing and reducing risks at DCs and other facilities remain a core focus, and injury rates continue to be low. In 2020, the Company’s Occupational Safety and Health Administration (OSHA) North American Total Recordable Incident Rate was 1.2 and the Company’s OSHA Lost Time Incident Rate was 0.3 based upon the number of incidents per 100 employees (or per 200,000 work hours).
At the onset of the COVID-19 pandemic, Grainger established a task force to help ensure the Company’s actions around team members and facilities meet the rigorous guidelines from the Centers for Disease Control and the World Health Organization and to work with state and local health officials to help ensure its team members and facilities were safe and compliant. To minimize exposure and slow down the rate of infection, Grainger established a mandatory work remote policy for all team members who are able to do so. For team members who must be on-site, whether to ship products or serve customers, Grainger instituted temperature checks and social distancing practices, provided essential personal protective equipment (PPE) to employees, increased cleaning procedures and offered premium pay as well as pandemic absence pay to cover lost wages.
Diversity, Equity and Inclusion
Grainger has a diverse talent pipeline to live its principles, foster innovation, build high performing teams and drive business results. The Company understands that future business success requires a mix of current and new skill sets, multiple experiences, and a diversity of backgrounds and perspectives, hence the Company's hiring, retention and promotion practices reflect this priority. The Company aspires to and promotes a welcoming, inclusive culture that values all people – regardless of sex, gender, race, color, religion, national origin, age, disability, veteran status, sexual orientation, gender expression or experiences – through recruiting outreach, internal networking, business resource groups and mentoring programs.
Grainger's commitment to diversity, equity and inclusion starts at the top. The Company’s Board of Directors is comprised of 25% female and approximately 33% racially and ethnically diverse directors. Grainger also maintains this strong commitment at its senior management level and throughout the organization. Of Grainger's six executive officers, 50% are women and approximately 33% are racially and ethnically diverse. As of December 31, 2020, within Grainger’s U.S. workforce, approximately 38% of team members were women and approximately 35% team members were racially and ethnically diverse.
The Company is a signatory to The Chicago Network Equity Pledge and has committed to striving to achieving 50% representation of women in leadership positions by 2030. In 2020, the Company earned the top score of 100% on the 2020 Corporate Equality Index. Additionally, the Company attained a 90% rating in the Disability Equality Index for the second consecutive year, and was designated as one of the "Best Places to Work for Disability Inclusion" for the fourth consecutive year.
Team Member Experience
Grainger believes that a great customer experience starts with a great team member experience. The Company is committed to providing its team members with resources designed to help them succeed. Grainger focuses on creating opportunities for employee growth, development and training education, offering a comprehensive talent program that continues throughout a team member’s career. This talent program is comprised of performance management, career management, professional development learning opportunities and milestone leadership development programs.
Grainger believes that its future success is highly dependent upon the Company’s continued ability to attract, retain and motivate employees. As part of its efforts in these areas, the Company offers competitive compensation and benefits to meet the diverse needs of team members and support their health and well-being, financial future and work-life balance. Team members are given access to health plan resources which include 24-hour virtual health services, disease management, tobacco cessation, parental support, stress management and weight loss programs with access to online support communities. In addition, Grainger provides retirement savings, paid holidays and time off, educational assistance and income protection benefits as well as a variety of other programs to U.S. team members.
Available Information
Grainger makes available free of charge, through its website, http://www.invest.grainger.com,, its Annual Reportannual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and all amendments to those reports if any, as soon as reasonably practicable after these materials are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC).
The content of Grainger’s website is not incorporated by reference into this Form 10-K or in any other report or document filed with the SEC, and any references to Grainger’s website are intended to be inactive textual references only. The SEC also maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC and the address of that site is SEC.
http://www.sec.gov.
Information about our Executive Officers
Following is information about the executive officers of Grainger including age as of January 31, 2020.2021. Executive officers of Grainger generally serve until the next annual appointment of officers, or until earlier resignation or removal.
|
| | | | |
Name and Age | Positions and Offices Held and Principal Occupation and Employment During the Past Five Years |
Kathleen S. Carroll (51)(52) | Senior Vice President and Chief Human Resources Officer, a position assumed in December 2018. Previously, Ms. Carroll served as Executive Vice President, Chief Human Resources Officer of First Midwest Bancorp, Inc., a diversified financial services company, from 2017 to 2018. Prior to that role, Ms. Carroll was employed at Aon Corporation,, a global insurance brokerage and consulting company,, between 2006 and 2017, in various human resourcesHuman Resources roles, culminating in her position as Vice President, Global Head of Talent Acquisition.
|
John L. Howard (62)(63) | Senior Vice President and General Counsel, a position assumed in January 2000. Previously, Mr. Howard served in several roles of increasing responsibility at Tenneco, Inc., a global conglomerate.conglomerate including Vice President – Law. Prior to those roles,that role, Mr. Howard held a variety of legal positions in the federal government, including Associate Deputy Attorney General in the U.S. Department of Justice and in The White House as Counsel to the Vice President.
President. |
D.G. Macpherson (52)(53) | Chairman of the Board, a position assumed in October 2017, and Chief Executive Officer, a position assumed in October 2016 at which time he was also appointed to the Board of Directors. Previously, Mr. Macpherson served as Chief Operating Officer, a position assumed in 2015,2015; Senior Vice President and Group President, Global Supply Chain and International, a position assumed in 2013,2013; Senior Vice President and President, Global Supply Chain and Corporate Strategy, a position assumed in 2012, and Senior Vice President, Global Supply Chain, a position assumed in 2008.
|
Deidra C. Merriwether (51)(52) | Senior Vice President and Chief Financial Officer, a position assumed in January 2021. Previously, Ms. Merriwether served as Senior Vice President and President, North American Sales & Service,Services of the Company, a position assumed in November 2019. Previously, Ms. Merriwether served asJanuary 2020, Senior Vice President, U.S. Direct Sales and Strategic Initiatives, a position assumed in September 2017, Vice President, Pricing and Indirect Procurement, a position assumed in 2016, and as a Vice President, Finance, Americas, a position assumed in Finance from 2013 to 2016.September 2013. Prior to joining Grainger, in September 2013, Ms. Merriwether held various positions as a Vice President, including positions of increasing responsibilityacross finance, procurement and operations at Sears Holdings Corporation, a broadline retailer, including as Chief Operating Officer, Retail Formats, PriceWaterhouseCoopers, a global professional services firm, and Eli Lilly & Company,, a global pharmaceutical company, across Finance, Procurement and Operations, lastly serving as Chief Operating Officer, Retail Formats, at Sears Holdings Corporation.
company. |
Thomas B. Okray (57)Paige K. Robbins (52) | Senior Vice President and President, Grainger Business Unit, a position assumed in January 2021. Previously, Ms. Robbins served as Senior Vice President and Chief FinancialTechnology, Merchandising, Marketing and Strategy Officer, a position assumed in May 2018. Prior to joining Grainger, Mr. Okray served as Executive Vice President, Chief Financial Officer of Advance Auto Parts, Inc., a leading automotive aftermarket parts provider in North America, a position assumed in 2016. Previously, Mr. Okray served as Vice President, Finance, Global Customer Fulfillment, of Amazon.com, Inc., an online retailer, from January 2016 to October 2016, as Vice President, Finance, North American Operations of Amazon, from June 2015 to January 2016, and was employed by General Motors Company, a global automotive company, from July 1989 to June 2015, in a variety of finance and supply chain related roles, culminating in his position as CFO, Global Product Development, Purchasing & Supply Chain, from January 2010 to June 2015.
|
Paige K. Robbins (51) | Senior Vice President, Grainger Technology, Merchandising, Marketing, and Strategy, a position assumed in November 2019. Previously, Ms. Robbins served as2019, Senior Vice President and Chief Merchandising, Marketing, Digital, Strategy Officer, a position assumed in May 2019, as Senior Vice President and Chief Digital Officer, a position assumed in September 2017, and as Senior Vice President, Global Supply Chain, Branch Network, Contact Centers and Corporate Strategy, a position assumed in 2016. Since joining Grainger in September 2010, Ms. Robbins has held various positions as a Vice President, including in the areas of Global Supply Chainglobal supply chain and Logistics.
logistics. |
Eric R. Tapia (43) (44)
| Vice President and Controller, a position assumed in October 2016. Previously, Mr. Tapia served as Vice President, Internal Audit from 2010 to 2016. Mr. Tapia is a Certified Public Accountant (CPA) and before joining Grainger in 2010 was an audit partner with KPMG.
KPMG, a global professional services firm. |
Item 1A: Risk Factors
The following is a discussion of significant risk factors relevant to Grainger'sGrainger’s business that could adversely affect its financial condition, results of operations and cash flows. The risk factors discussed in this section should be considered together with information included elsewhere in this Annual Report on Form 10-K and should not be considered the only risks to which the Company is exposed.
Grainger’s business and operations have been and may continue to be adversely affected by the global outbreak of the Coronavirus (COVID-19) pandemic and may be adversely affected by other global outbreaks of pandemic disease.
Any global outbreaks of pandemic disease, such as the COVID-19 pandemic, could have a material adverse effect on Grainger’s business, results of operations and financial condition, including liquidity, capital and financing resources.
The COVID-19 pandemic has disrupted and adversely affected Grainger’s business, including its business with customers and suppliers. Grainger has experienced customer disruptions to their ability or willingness to purchase Grainger products, customer delays in making purchasing decisions, shifts in the types and quantities of products purchased and, in some cases, diminished customer loyalty and retention rates. These may continue to persist during and beyond the COVID-19 pandemic. Grainger has also experienced and may continue to experience supplier disruptions to their supply chains, supplier inability to manufacture or sell products to Grainger or meet the unprecedented demand for pandemic-related products, rapid shifts in the type, quantity or quality of products sold, and higher product costs. Additional effects on Grainger's business include disruptions or closures of customer and supplier facilities, and their ability to continue as a going concern. Furthermore, Grainger's ability to collect its accounts receivable or receive product ordered from suppliers, as customers and suppliers face higher liquidity and solvency risks and seek terms that are less favorable to Grainger, may adversely affect the Company’s business. These developments, alone or in combination, could materially adversely affect Grainger’s future sales and results of operations.
The effects of the COVID-19 pandemic on Grainger also include restrictions on Grainger’s employees’ ability to visit customers and many of Grainger’s employees’ ability to work in offices or at facilities, as well as disruptions or temporary closures of the Company’s facilities, including distribution centers, branches, and support buildings. Some actions that Grainger has taken in response to the COVID-19 pandemic, including enabling remote working arrangements, may create increased 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. In addition, Grainger’s remote working arrangements have required the Company to make adaptions to its controls and procedures, including to its financial reporting processes, that could impact the design or operating effectiveness of such controls or procedures.
Furthermore, as result of surges in demand and disruptions in supply chains, including in China and other locations, the COVID-19 pandemic has resulted in shortages of certain PPE, cleaning supplies and other products, which may materially impact Grainger's ability to obtain or deliver inventory to customers on a timely basis or at all. While Grainger attempts to maintain sufficient inventory levels to meet quickly shifting customer demand patterns and supplier lead time requirements, which may become extended due to the pandemic demand increase, the Company cannot be certain it will be able to accurately predict demand or lead times, which might cause it to be unable to service customer demand or expose it to risks of product shortages, or acquire excess inventory, which could lead to additional inventory carrying costs and inventory obsolescence.
Pandemic product shortages may also require the Company to attempt to procure products from new suppliers or through brokers with whom it has a limited or no prior relationship. Despite due diligence and product compliance protocols, the products from these sources may not be delivered on a timely basis or at all, or their quality may not be as represented, all of which could cause Grainger to incur costs, including the expense of procuring alternate products or recalling or replacing products in addition to other adverse impacts to Grainger’s business.
Moreover, global outbreaks such as the COVID-19 pandemic have resulted in a widespread health crisis that has adversely affected and could continue to adversely affect the economies of many countries, resulting in a global or regional economic downturn or recession. Any such recession could result in a significant decline in demand for the
Company’s products or limit Grainger’s ability to access capital markets on terms that are attractive or at all, any of which could materially adversely affect the Company’s business, results of operations and financial condition.
The duration and ultimate impact of the COVID-19 pandemic on the Company’s business, results of operations and financial condition, including liquidity, capital and financing resources, will depend on numerous evolving factors and future developments, which are highly uncertain and cannot be predicted at this time. Such factors and developments may include the geographic spread, severity and duration of the COVID-19 pandemic, including whether there are periods of increased COVID-19 cases, disruption to Grainger’s operations resulting from employee illnesses, the development, availability and administration of effective treatment or vaccines, the extent and duration of the impact on the U.S. or global economy, including the pace and extent of recovery when the pandemic subsides, and the actions that have been or may be taken by various governmental authorities in response to the outbreak, including current and future health and safety measures, such as mandatory facility closures of non-essential businesses, stay in shelter health orders or similar restrictions, social distancing mandates and travel bans, import and export restrictions, pricing mandates, including disaster or emergency declaration pricing statutes, and mandatory directives that certain products be allocated or provided to certain customers, which could disrupt the Company’s relationship with customers, among other actions. If the Company is unable to respond to and manage the impact of these events, the Company’s business and results of operations may continue to be adversely affected.
Weakness in the economy, market trends and other conditions affecting the profitability and financial stability of Grainger'sGrainger’s customers could negatively impact Grainger'sGrainger’s sales growth and results of operations.
Economic, political and industry trends affect Grainger'sGrainger’s business environments. Grainger serves several industries and markets in which the demand for its products and services is sensitive to the production activity, capital spending and demand for products and services of Grainger'sGrainger’s customers. Many of these customers operate in markets that are subject to cyclical fluctuations resulting from market uncertainty, trade and tariff policies, costs of goods sold, currency exchange rates, central bank interest rate changes, foreign competition, offshoring of production, oil and natural gas prices, geopolitical developments, labor shortages, inflation, natural or human induced disasters, extreme weather, outbreaks of pandemic disease such as the COVID-19 pandemic, deflation, and a variety of other factors beyond Grainger'sGrainger’s control. Any of these factors could cause customers to idle or close facilities, delay purchases, reduce production levels, or experience reductions in the demand for their own products or services.
Any of these events could also reduce the volume of products and services these customers purchase from Grainger or impair the ability of Grainger'sGrainger’s customers to make full and timely payments and could cause increased pressure on Grainger'sGrainger’s selling prices and terms of sale. Accordingly, a significant or prolonged slowdown in economic activity in Canada, China, Japan, Mexico, the U.K., the U.S., Canada or any other major world economy, or a segment of any such economy, could negatively impact Grainger'sGrainger’s sales growth and results of operations.
The facilities maintenance industry is highly competitive, and changes in competition could result in decreased demand for Grainger'sGrainger’s products and services.
Grainger competes in a variety of ways, including product assortment and availability, services offered to customers, pricing, purchasing convenience, and the overall experience Grainger offers. This includes the ease of use of Grainger'sGrainger’s high-touch high-service operations (branches and digital platforms) and delivery of products.
There are several large competitors in the industry, although most of the market is served by small local and regional competitors. Grainger faces competition in all markets it serves from manufacturers (including some of its own suppliers) that sell directly to certain segments of the market, wholesale distributors, catalog houses, retail enterprises and online businesses that compete with price transparency.
To remain competitive, the Company must be willing and able to respond to market pressures. Downward pressure on sales prices, changes in the volume of our orders, and an inability to pass higher product costs on to customers could cause ourGrainger’s gross profit percentage to fluctuate or decline. WeGrainger may not be able to pass rising product costs to customers if those customers have ready product or supplier alternatives in the marketplace. These pressures could have a material effect on Grainger’s sales and profitability. If the Company is unable to grow sales or reduce costs, among other actions, the Company’s results of operations and financial condition may be adversely affected.
Moreover, Grainger expects technological advancements and the increased use of eCommerce solutions within the industry to continue to evolve at a rapid pace. As a result, Grainger'sGrainger’s ability to effectively compete requires Grainger to respond and adapt to new industry trends and developments. Implementing new technology and innovations may result in unexpected costs and interruptions to operations, may take longer than expected, and may not provide all anticipated benefits.
Volatility in commodity prices may adversely affect gross margins.
Some of Grainger'sGrainger’s products contain significant amounts of commodity-priced materials, such as steel, copper, petroleum derivatives, or rare earth minerals, or other materials or inputs required to manufacture PPE and other pandemic-related products and are subject to price changes based on fluctuations in the commodities market. The price of commodities has historically been subject to substantial volatility, which among other things, could be driven by economic, monetary, political or weather-related factors. Fluctuations in the price of fuel or increased demand for freight services, including as a result of outbreaks of pandemic disease such as the COVID-19 pandemic, could affect transportation costs. Grainger'sGrainger’s ability to pass on such increases in costs in a timely manner depends on market conditions. The inability to pass along cost increases could result in lower gross margins. In addition, higher prices could reduce demand for these products, resulting in lower sales volumes.
Unexpected product shortages, tariffs, product cost increases and risks associated with Grainger'sGrainger’s suppliers could negatively impact customer relationships or result in an adverse impact on results of operations.
Grainger'sGrainger’s competitive strengths include product selection and availability. Products are purchased from approximately 5,000more than 4,500 suppliers located in various countries around the world, not one of which accounted for more than 5% of total purchases.
Historically, noWhile Grainger has not generally encountered significant difficulty has been encountered with respect toin procuring sources of supply; however,supply, disruptions could occur due to factors beyond Grainger's control, includingGrainger’s control. These factors could include economic downturns, outbreaks of pandemic disease such as the COVID-19 pandemic (which from time to time has resulted in some shortages of PPE, cleaning supplies and other products), natural or human induced disasters, extreme weather, geopolitical unrest, tariffs, new tariffs or tariff increases, trade issues and policies, detention orders or withhold release orders on imported products, labor problems experienced by Grainger'sGrainger’s suppliers, transportation availability and cost, shortage of raw materials, unilateral product cost increases by suppliers of products in short supply, inflation and other factors, any of which could adversely affect a supplier'ssupplier’s ability to manufacture or deliver products or could result in an increase in Grainger'sGrainger’s product costs.
Further, Grainger sources products from Asia and other areas of the world. This increases the risk of supply disruption due to the additional lead time required and distances involved.
If Grainger was to experience difficulty in obtaining products, there could be a short-term adverse effect on results of operations and a longer-term adverse effect on customer relationships and Grainger'sGrainger’s reputation. In addition, Grainger has strategic relationships with a number of vendors. In the event Grainger was unable to maintain those relations, there might be a loss of competitive pricing advantages which could, in turn, adversely affect results of operations.
Changes in customer base or product mix could cause changes in Grainger'sGrainger’s revenue or gross margin, or affect Grainger'sGrainger’s competitive position.
From time to time, Grainger experiences changes in customer base and product mix that affect gross margin. Changes in customer base and product mix result primarily from business acquisitions, changes in customer demand, customer acquisitions, selling and marketing activities, competition and the increased use of eCommerce by Grainger and its competitors. There can be no assurance thatFor example, as a result of the COVID-19 pandemic, the Company has sold higher volumes of lower-margin pandemic-related products to larger, lower-margin customers, while non-pandemic sales have decreased.
In addition, Grainger will be able to maintain historical gross marginshas entered, and may in the future.future continue to enter, into contracts with group purchasing organizations (“GPOs”) that aggregate the buying power of their member customers in negotiating selling prices. If the Company is unable to enter into, or sustain, contractual arrangements on a satisfactory commercial basis with GPOs, Grainger's results of operations could be adversely affected.
As customer base and product mix change over time, Grainger must identify new products, product lines and services that respond to industry trends and customer needs. The inability to introduce new products and services and effectively integrate them into Grainger'sGrainger’s existing product mix could have a negative impact on future sales growth and Grainger'sGrainger’s competitive position.
Disruptions in Grainger'sGrainger’s supply chain could result in an adverse impact on results of operations.
The occurrence of one or more natural or human induced disasters, such asincluding earthquakes, storms, hurricanes, floods, fires, droughts, tornados and other extreme weather; pandemic diseases or viral contagions such as the coronavirus outbreak;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'sGrainger’s logistics or supply chain network. For example, should the coronavirus outbreak persist or spread, it couldof the COVID-19 pandemic has disrupted and may continue to disrupt the operations of the Company and its suppliers and customers. Any such disruption or other catastrophic event could cause one or more of Grainger'sGrainger’s distribution centers or branches to become non-operational, adversely affect Grainger'sGrainger’s ability to obtain or deliver inventory in a timely manner, impair Grainger'sGrainger’s ability to meet customer demand for products, result in lost sales, additional costs, or penalties, or damage Grainger'sGrainger’s reputation. Grainger'sGrainger’s ability to provide same-day shipping and next-day delivery is an integral component of Grainger'sGrainger’s business strategy and any such disruption could adversely impact results of operations and financial performance.
Interruptions in the proper functioning of information systems could disrupt operations and cause unanticipated increases in costs and/or decreases in revenues.
The proper functioning of Grainger'sGrainger’s information systems is critical to the successful operation of its business. Grainger continues to invest in software, hardware and network infrastructures in order to effectively manage its information systems. Although Grainger'sGrainger’s information systems are protected with robust backup and security systems, including physical and software safeguards and remote processing capabilities, information systems are still vulnerable to damage or interruption from natural or human induced disasters, extreme weather, power losses, telecommunication failures, user error, third party actions
such as malicious computer programs, denial-of-service attacks and cybersecurity breaches, and other problems. In addition, from time to time Grainger relies on the ITinformation technology (IT) systems of third parties to assist in conducting its business.
If Grainger'sGrainger’s systems or those of third parties on which Grainger depends are damaged, breached or cease to function properly, Grainger may have to make a significant investment to repair or replace them and may suffer interruptions in its business operations in the interim. If critical information systems fail or otherwise become unavailable, Grainger'sGrainger’s ability to operate its eCommerce platforms, process orders, maintain proper levels of inventories, collect accounts receivable, disburse funds, manage its supply chain, monitor results of operations, and process and store employee or customer data, among other functions, could be adversely affected. Any such interruption of Grainger'sGrainger’s information systems could have a material adverse effect on its business or results of operations.
Cybersecurity incidents, including breaches of information systems security, could damage Grainger'sGrainger’s reputation, disrupt operations, increase costs and/or decrease revenues.
Through Grainger'sGrainger’s sales and eCommerce channels, Grainger 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'sGrainger’s websites or otherwise communicate or interact with the Company. Moreover, Grainger'sGrainger’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'sCompany’s information systems. If successful, these attacks may expose Grainger to risk of loss or misuse of proprietary or confidential information or disruptions of business operations.
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 vendors and otherthese third parties that assistin connection with certain aspects ofthe products and services they provide to the business. While Grainger requires assurances that these vendors and otherthird 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'sGrainger’s or
its vendors'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 in order to obtain such information or inadvertently cause a breach involving such information. Further, Grainger'sGrainger’s systems are integrated with customer systems in certain cases, and a breach of the Company'sCompany’s information systems could be used to gain illicit access to customera customer’s systems and information.
Grainger maintains information security staff, policies and procedures for managing risk to its information security systems, conducts employee awareness training of cybersecurity threats and routinely utilizes consultants to assist in evaluating the effectiveness of the security of its IT systems. While Grainger has instituted these and other safeguards for the protection of such information, 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'sGrainger’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. In addition, 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'sGrainger’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, its financial condition and results of operations. In the past, Grainger has experienced certain cybersecurity incidents. In each instance, Grainger provided notifications and adopted remedial measures. While these incidents have not been deemed to be material to Grainger, there can be no assurance that a future breach or incident would not be material to Grainger'sGrainger’s operations and financial condition.
Grainger'sGrainger’s ability to adequately protect its intellectual property or successfully defend against infringement claims by others may have an adverse impact on operations.
Grainger'sGrainger’s business relies on the use, validity and continued protection of certain proprietary information and intellectual property, which includes current and future patents, trade secrets, trademarks, service marks, copyrights and confidentiality agreements as well as license and sublicense agreements to use intellectual property owned by affiliated entities or third parties. Unauthorized use of Grainger'sGrainger’s intellectual property by others could result in harm to various
aspects of the business and may result in costly and protracted litigation in order to protect Grainger’s rights. In addition, Grainger may be subject to claims that it has infringed on the intellectual property rights of others, which could subject Grainger to liability, require Grainger to obtain licenses to use those rights at significant cost or otherwise cause Grainger to modify its operations.
Fluctuations in foreign currency could have an effect on reported results of operations.
Grainger'sGrainger’s exposure to fluctuations in foreign currency rates results primarily from the translation exposure associated with the preparation of the Consolidated Financial Statements (Financial Statements), as well as from transaction exposure associated with transactions in currencies other than an entity'sentity’s functional currency. While the Consolidated Financial Statements are reported in U.S. dollars, the financial statements of Grainger'sGrainger’s subsidiaries outside the U.S. are prepared using the local currency as the functional currency and translated into U.S. dollars. In addition, Grainger is exposed to foreign currency exchange rate risk with respect to the U.S. dollar relative to the local currencies of Grainger'sGrainger’s international subsidiaries, primarily the Canadian dollar, euro, pound sterling, Mexican peso, renminbi and yen, arising from transactions in the normal course of business, such as sales and loans to wholly owned subsidiaries, sales to customers, purchases from suppliers, and bank loans and lines of credit denominated in foreign currencies. Grainger also has foreign currency exposure to the extent receipts and expenditures are not denominated in a subsidiary'ssubsidiary’s functional currency and that could have an impact on sales, costs and cash flows. These fluctuations in foreign currency exchange rates could affect Grainger'sGrainger’s results of operations and impact reported net sales and net earnings.
An inability to successfully implement Grainger’s strategy or to integrate acquisitions, partnerships, joint ventures and other business combination transactions could result in the benefits anticipated not being realized and could have an adverse effect on results of operations.
Grainger has implemented and is implementing several initiatives to increase sales and earnings. If Grainger is unable to successfully implement these initiatives, Grainger’s business, financial condition and results of operations could be materially adversely affected. In addition, acquisitions, partnerships, joint ventures and other business combination transactions, both foreign and domestic, involve various inherent risks, such as uncertainties in assessing value, strengths, weaknesses, liabilities and potential profitability. There is also risk relating to Grainger's ability to achieve identified operating and financial synergies anticipated to result from the transactions. Additionally, problems could arise from the integration of acquired businesses, including unanticipated changes in the business or industry or general economic or political conditions that affect the assumptions underlying the acquisition. Any one or more of these factors could cause Grainger to not realize the benefits anticipated or have a negative impact on the fair value of the reporting units. Accordingly, goodwill and intangible assets recorded as a result of acquisitions could, and have in the past, become impaired.
In order to compete, Grainger must attract, retain, train, motivate, develop and motivatetransition key employees, and the failure to do so could have an adverse effect on results of operations.
In order to compete and have continued growth, Grainger must attract, retain, train, motivate, develop and motivatetransition executives and other key employees, including those in managerial, technical, sales, marketing and IT support positions. Grainger competes to hire employees and then must train them and develop their skills and competencies. Grainger'sThe Company's employee hiring and retention also depend on its ability to build and maintain a diverse and inclusive workplace culture that enables its employees to thrive.
Grainger’s results of operations could be adversely affected by increased costs due to increased competition for employees,diverse talent, higher employee turnover, or increased employee benefit costs.costs, failure to successfully hire executives and key employees or the loss of executives and key employees. Further, changes in the Company's management team may be disruptive to its business, and any failure to successfully transition and assimilate key new hires or promoted employees could adversely affect its business and results of operations.
Grainger’s continued success is substantially dependent on positive perceptions of Grainger’s reputation.
One of the reasons why customers choose to do business with Grainger and why employees choose Grainger as a place of employment is the reputation that Grainger has built over many years. Grainger devotes time and resources to environmental, social and governance (ESG) efforts that are consistent with its corporate values and are designed to strengthen its business and protect and preserve its reputation, including programs driving ethics and corporate responsibility, strongcommunities, diversity, equity and inclusion, gender equality and environmental sustainability. Grainger’s failure to execute its ESG programs as planned could adversely affect the Company’s reputation, business and financial performance. To be successful in the future, Grainger must continue to preserve, grow and leverage the value of Grainger'sGrainger’s brand. Reputational value is based in large part on perceptions of subjective qualities. Even an isolated incident, or the aggregate effect of individually insignificant incidents, can erode trust and confidence, particularly if they result in adverse publicity, governmental investigations or litigation, and as a result, could tarnish Grainger'sGrainger’s brand and lead to adverse effects on Grainger'sGrainger’s business.
Grainger is subject to various domestic and foreign laws, regulations and standards. Failure to comply or unforeseen developments in related contingencies such as litigation could adversely affect Grainger'sGrainger’s financial condition, results of operations and cash flows.
Grainger'sGrainger’s business is subject to legislative, legal, and regulatory risks and conditions specific to the countries in which it operates. In addition to Grainger'sGrainger’s U.S. operations, which in 20192020 generated approximately 72%78% of its consolidated net sales, Grainger operates its business principally through wholly-owned subsidiaries in Canada, China, Germany, Mexico, the Netherlands, and the United Kingdom,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, with interpretations varying from state to state and country to country)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 requirements, 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 and/or, remediation costs as well as potential damage to the Company'sCompany’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 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'sGrainger’s policies. Any such failure to comply or violation could individually or in the aggregate materially adversely affect Grainger'sGrainger’s financial condition, results of operations and cash flows.
In addition, Grainger'sGrainger’s business and results of operations in the UKU.K. may be negatively affected by changes in trade policies, or changes in labor, immigration, tax or other laws, resulting from the UK's anticipatedU.K.’s exit from the European Union.
Grainger is subject to a number of rules and regulations related to its government contracts, which may result in increased compliance costs and potential liabilities.
Grainger'sGrainger’s contracts with U.S. federal, state and local government entities are subject to various and changing regulations related to procurement, formation and performance. In addition, the Company'sCompany’s government contracts may provide for termination, reduction or modification by the government at any time, with or without cause. From time to time, Grainger is subject to governmental or regulatory investigations or audits related to its compliance with these rules and regulations. Violations of these regulations could result in fines, criminal sanctions, the inability to participate in existing or future government contracting and other administrative sanctions. Any such penalties could result in damage to the Company'sCompany’s reputation, increased costs of compliance and/or remediation and could adversely affect the Company'sCompany’s financial condition and results of operations.
In conducting its business Grainger may become subject to legal proceedings or governmental investigations, including in connection with product liability or product compliance claims if people, property or the environment are harmed by Grainger’s products or services.
Grainger is, and from time to time may become, party to a number of legal proceedings or governmental investigations for alleged violations of laws, rules or regulations. Grainger also may be subject to disputes and proceedings incidental to its business, including product-related claims for personal injury or illness, death, or environmental or property damage or other commercial disputes, including the proceedings discussed in Part I, Item 3. Legal Proceedings. Grainger also may be requested or required to recall products or take other actions. The defense of these proceedings may require significant expenses and divert management'smanagement’s time and attention, and Grainger may be required to pay damages that could individually or in the aggregate materially adversely affect its financial condition, results of operations and cash flows. The Company’s
reputation could also be adversely affected by any resulting negative publicity. In addition, any insurance or indemnification rights that Grainger may have with respect to such matters may be insufficient or unavailable to protect the Company against potential loss exposures. Grainger also may be requested or required to recall products or take other actions. The Company’s reputation could also be adversely affected by any resulting negative publicity.
Tax changes could affect Grainger'sGrainger’s effective tax rate and future profitability.
Grainger'sGrainger’s future results could be adversely affected by changes in the effective tax rate as a result of changes in Grainger'sGrainger’s overall profitability and changes in the mix of earnings in countries with differing statutory tax rates, changes in tax legislation, the results of the examination of previously filed tax returns and continuing assessment of the Company'sCompany’s tax exposures.
In December 2017, the U.S. government enacted comprehensive tax legislation that included significant changes to the taxation of business entities. The Company's accounting for the tax effects of such legislation may be subject to change due to subsequent clarification or amendment of the tax law which could adversely affect the Company's operating results or financial condition.
Grainger'sGrainger’s common stock may be subject to volatility or price declines.
The trading priceprices and volumes of Grainger'sGrainger’s common stock ismay be subject to broad and unpredictable fluctuationfluctuations due to changes in economic, political and market conditions, the operatingfinancial results and business strategies of Grainger and its competitors, changes in expectations as to Grainger'sGrainger’s future financial or operating performance, including estimates by securities analysts and investors, the Company’s failure to meet the financial performance guidance or other forward-looking statements provided to the public, speculation, coverage or sentiment in the media or investment community or by groups of individual investors, changes in capital structure, share repurchase programs or dividend policies, outbreak of pandemic disease such as the COVID-19 pandemic, and a number of
other factors, including those discussed in this Item 1A. These factors, many of which are outside of Grainger'sGrainger’s control, could cause stock price and trading volume volatility or Grainger'sGrainger’s stock price to decline.
Volatility in the price of Grainger's securities could result in the filing of securities class action litigation, which could result in substantial costs and the diversion of management time and resources.
Changes in Grainger’s credit ratings and outlook may reduce access to capital and increase borrowing costs.
Grainger’s credit ratings are based on a number of factors, including the Company’s financial strength and factors outside of Grainger’s control, such as conditions affecting Grainger’s industry generally or the introduction of new rating practices and methodologies. Grainger cannot provide assurances that its current credit ratings will remain in effect or that the ratings will not be lowered, suspended or withdrawn entirely by the rating agencies. If rating agencies lower, suspend or withdraw the ratings, the market price or marketability of Grainger’s securities may be adversely affected. In addition, any change in ratings could make it more difficult for the Company to raise capital on favorable terms, impact the Company’s ability to obtain adequate financing, and result in higher interest costs for the Company’s existing credit facilities or on future financings.
Grainger has incurred substantial indebtedness and may incur substantial additional indebtedness, which could adversely affect cash flow, decrease business flexibility, or prevent Grainger from fulfilling its obligations.
As of December 31, 2019,2020, Grainger’s consolidated indebtedness was approximately $2.4$2.6 billion. The Company’s indebtedness could, among other things, limit Grainger’s ability to respond to rapidly changing business and economic conditions, require the Company to dedicate a substantial portion of its cash flows to the payment of principal and interest on its indebtedness, reducing the funds available for other business purposes, and make it more difficult to satisfy the Company’s financial obligations as they come due during periods of adverse economic and industry conditions.
The agreements governing Grainger’s debt agreements and instruments contain representations, warranties, affirmative, negative and financial covenants, and default provisions. Grainger’s failure to comply with these restrictions and obligations could result in a default under such agreements, which may allow Grainger’s creditors to accelerate the related indebtedness. Any such acceleration could have a material adverse effect on Grainger’s business, financial condition, results of operations, cash flows, and its ability to obtain financing on favorable terms in the future.
In addition, Grainger may in the future seek to raise additional financing for working capital, capital expenditures, refinancing of indebtedness, share repurchases or other general corporate purposes. Grainger’s ability to obtain additional financing will be dependent on, among other things, the Company’s financial condition, prevailing market conditions and numerous other factors beyond the Company’s control. Such additional financing may not be available
on commercially reasonable terms or at all. Any inability to obtain financing when needed could materially adversely affect the Company’s business, financial condition or results of operationsoperations.
.
Item 1B: Unresolved Staff Comments
None.
Item 2: Properties
As of December 31, 2019,2020, Grainger’s owned and leased facilities totaled approximately 28.226.8 million square feet. The U.S. and Canada businesses accounted for the majority of the total square footage. Grainger believes that its properties are generally in excellent condition, well maintained and suitable for the conduct of business.
A brief description of significant facilities follows:
|
| | | | | | | | | | | | | |
Location | | Facility and Use (7) | | Size in Square Feet (in thousands) |
U.S. (1) | | 282287 branch locations | | 6,3486,404 |
|
U.S. (2) | | 17 DCs | | 9,6609,178 |
|
U.S. (3) | | Other facilities | | 3,9704,441 |
|
Canada (4) | | 5349 branch locations | | 686 |
|
Canada (5) | | 5 DCs | | 968 |
|
Canada | | Other facilities | | 578440 |
|
Other businesses (6) | | Other facilities | | 5,0343,742 |
|
Chicago area (2) | | Headquarters and general offices | | 947 |
|
| | Total Square Feet | | 28,191 |
|
|
| |
(1)Total Square Footage | Consists of 246 stand-alone, 34 onsite and 2 will-call express locations, of which 202 are owned and 80 are leased. These branches range in size from approximately 500 to 109,000 square feet. |
(2) | These facilities are primarily owned and range in size from approximately 45,000 to 1.5 million square feet. |
(3)26,806 | These facilities include both owned and leased locations and primarily consist of storage facilities, office space and call centers. |
(4) | Consists of 34 stand-alone and 19 onsite locations, of which 18 are owned and 35 are leased. These branches range in size from approximately 500 to 70,000 square feet. |
(5) | These facilities are primarily owned and range in size from approximately 40,000 to 540,000 square feet. |
(6) | These facilities include owned and leased locations in North America, Japan and Europe. |
(7) | Owned facilities are not subject to any mortgages. |
(1) Consists of 246 stand-alone, 39 onsite and 2 will-call express locations, of which 202 are owned and 85 are leased. These branches range in size from approximately 500 to 109,000 square feet. (2) These facilities are primarily owned and range in size from approximately 45,000 to 1.5 million square feet.
(3) These facilities include both owned and leased locations and primarily consist of storage facilities, office space and call centers.
(4) Consists of 34 stand-alone and 15 onsite locations, of which 18 are owned and 31 are leased. These branches range in size from approximately 500 to 70,000 square feet.
(5) These facilities are primarily owned and range in size from approximately 40,000 to 540,000 square feet.
(6) These facilities include owned and leased locations primarily in North America, Japan and the U.K.
(7) Owned facilities are not subject to any mortgages.
Item 3: Legal Proceedings
For a description of legal proceedings, see the disclosure contained in Note 1516 to the Consolidated Financial Statements included in "PartPart II, Item 8: Financial Statements and Supplementary Data"Data of this report, which is incorporated herein by reference.
Item 4: Mine Safety Disclosures
Not applicable.
PART II
Item 5: Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Market Information and Dividends
Grainger's common stock is listed and traded on the New York Stock Exchange, under the symbol GWW.
Grainger expects that its practice of paying quarterly dividends on its common stock will continue, although the payment of future dividends is at the discretion of Grainger’s Board of Directors and will depend upon Grainger’s earnings, capital requirements, financial condition and other factors.
Holders
The approximate number of shareholders of record of Grainger’s common stock as of January 31, 2020,29, 2021, was 604585 with approximately 206,588226,759 additional shareholders holding stock through nominees.
Issuer Purchases of Equity Securities - Fourth Quarter
| | | | | | | | | | | | | | | | | |
Period | Total Number of Shares Purchased (A) (D) | Average Price Paid Per Share (B) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (C) | Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs |
Oct. 1 – Oct. 31 | 102,696 | $353.81 | 102,696 | 2,639,859 | | shares |
Nov. 1 – Nov. 30 | 578,797 | $400.63 | 578,497 | 2,061,362 | | shares |
Dec. 1 – Dec. 31 | 568,214 | $408.53 | 567,619 | 1,493,743 | | shares |
Total | 1,249,707 | | 1,248,812 | | |
(A)There were no shares withheld to satisfy tax withholding obligations.
(B)Average price paid per share excludes commissions of $0.01 per share paid.
(C)Purchases were made pursuant to a share repurchase program approved by Grainger's Board of Directors and announced on April 24, 2019 (2019 Program). The 2019 Program authorizes the repurchase of up to 5 million shares with no expiration date.
(D)The difference of 895 shares between the Total Number of Shares Purchased 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. Employees Profit Sharing Plan (ESPP) for the benefit of the employees who participate in the plan. On January 1, 2021, the ESPP was renamed the Retirement Savings Plan.
|
| | | | | | |
Period | Total Number of Shares Purchased (A) | Average Price Paid Per Share (B) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (C) | Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs |
Oct. 1 – Oct. 31 | 112,700 | $301.83 | 112,700 | 3,284,920 |
| shares |
Nov. 1 – Nov. 30 | 126,183 | $320.04 | 126,183 | 3,158,737 |
| shares |
Dec. 1 – Dec. 31 | 81,184 | $319.32 | 80,144 | 3,078,593 |
| shares |
Total | 320,067 (D) |
| 319,027 | | |
| |
(A) | There were no shares withheld to satisfy tax withholding obligations. |
| |
(B) | Average price paid per share includes any commissions paid. |
| |
(C) | Purchases were made pursuant to a share repurchase program approved by Grainger's Board of Directors and announced on April 24, 2019 (2019 Program). The 2019 Program authorizes the repurchase of up to 5 million shares with no expiration date. |
| |
(D) | The difference of 1,040 shares between the Total Number of Shares Purchased 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. Employees Profit Sharing Plan for the benefit of the employees who participate in the plan.
|
Company Performance
The following stock price performance graph compares the cumulative total return on an investment in Grainger common stock with the cumulative total return of an investment in each of the Dow Jones US Industrial Suppliers Total Stock Market Index and the S&P 500 Stock Index. It covers the period commencing December 31, 2014,2015, and ending December 31, 2019.2020. The graph assumes that the value for the investment in Grainger common stock and in each index was $100 on December 31, 2014,2015, and that all dividends were reinvested.
| | | | | | | | | | | | | | | | | | | | |
| December 31, |
| 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
W.W. Grainger, Inc. | $ | 100 | | $ | 117 | | $ | 122 | | $ | 149 | | $ | 182 | | $ | 223 | |
Dow Jones US Industrial Suppliers Total Stock Market Index | 100 | | 126 | | 140 | | 129 | | 172 | | 214 | |
S&P 500 Stock Index | 100 | | 112 | | 136 | | 130 | | 171 | | 203 | |
|
| | | | | | | | | | | | | | | | | | |
| December 31, |
| 2014 | 2015 | 2016 | 2017 | 2018 | 2019 |
W.W. Grainger, Inc. | $ | 100 |
| $ | 81 |
| $ | 95 |
| $ | 99 |
| $ | 121 |
| $ | 148 |
|
Dow Jones US Industrial Suppliers Total Stock Market Index | 100 |
| 81 |
| 102 |
| 114 |
| 105 |
| 139 |
|
S&P 500 Stock Index | 100 |
| 101 |
| 114 |
| 138 |
| 132 |
| 174 |
|
Item 6: Selected Financial Data
| | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 |
| (In millions of dollars, except for per share amounts) | | (In millions of dollars, except for per share amounts) |
Net sales | $ | 11,486 |
| | $ | 11,221 |
| | $ | 10,425 |
| | $ | 10,137 |
| | $ | 9,973 |
| Net sales | $ | 11,797 | | | $ | 11,486 | | | $ | 11,221 | | | $ | 10,425 | | | $ | 10,137 | |
Gross profit | 4,397 |
| | 4,348 |
| | 4,098 |
| | 4,115 |
| | 4,231 |
| Gross profit | 4,238 | | | 4,397 | | | 4,348 | | | 4,098 | | | 4,115 | |
Operating earnings | 1,262 |
| | 1,158 |
| | 1,035 |
| | 1,113 |
| | 1,294 |
| Operating earnings | 1,019 | | | 1,262 | | | 1,158 | | | 1,035 | | | 1,113 | |
Net earnings attributable to W.W. Grainger, Inc. (herein referred to as Net earnings) | 849 |
| | 782 |
| | 586 |
| | 606 |
| | 769 |
| Net earnings attributable to W.W. Grainger, Inc. (herein referred to as Net earnings) | 695 | | | 849 | | | 782 | | | 586 | | | 606 | |
Net earnings per basic share | 15.39 |
| | 13.82 |
| | 10.07 |
| | 9.94 |
| | 11.69 |
| Net earnings per basic share | 12.88 | | | 15.39 | | | 13.82 | | | 10.07 | | | 9.94 | |
Net earnings per diluted share | 15.32 |
| | 13.73 |
| | 10.02 |
| | 9.87 |
| | 11.58 |
| Net earnings per diluted share | 12.82 | | | 15.32 | | | 13.73 | | | 10.02 | | | 9.87 | |
Total current assets | 3,555 |
| | 3,557 |
| | 3,206 |
| | 3,020 |
| | 3,049 |
| Total current assets | 3,919 | | | 3,555 | | | 3,557 | | | 3,206 | | | 3,020 | |
Property, building and equipment, net | 1,400 |
| | 1,352 |
| | 1,392 |
| | 1,421 |
| | 1,431 |
| Property, building and equipment, net | 1,395 | | | 1,400 | | | 1,352 | | | 1,392 | | | 1,421 | |
| Long-term debt (less current maturities) | 1,914 |
| | 2,090 |
| | 2,248 |
| | 1,841 |
| | 1,388 |
| Long-term debt (less current maturities) | 2,389 | | | 1,914 | | | 2,090 | | | 2,248 | | | 1,841 | |
Total shareholders' equity | 2,060 |
| | 2,093 |
| | 1,828 |
| | 1,906 |
| | 2,353 |
| Total shareholders' equity | 2,093 | | | 2,060 | | | 2,093 | | | 1,828 | | | 1,906 | |
Operating cash flow | 1,042 |
| | 1,057 |
| | 1,057 |
| | 1,024 |
| | 1,036 |
| Operating cash flow | 1,123 | | | 1,042 | | | 1,057 | | | 1,057 | | | 1,024 | |
Cash dividends paid per share | $ | 5.68 |
| | $ | 5.36 |
| | $ | 5.06 |
| | $ | 4.83 |
| | $ | 4.59 |
| Cash dividends paid per share | $ | 5.94 | | | $ | 5.68 | | | $ | 5.36 | | | $ | 5.06 | | | $ | 4.83 | |
The items discussed below are considered to materially affect the comparability of the information reflected in the selected financial data. For further information see “Part II, Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations”Operations of this report, which is incorporated hereinreport.
Net earnings for 2020 included a net expense of $182 million after tax primarily consisting of a $54 million net charge related to intangible asset impairments, a $109 million net charge associated with the sale of the Fabory business, a $9 million net charge for the wind-down of operations of Zoro Tools Europe, and a $14 million net charge related to restructuring in U.S. and Canada. The net expense was partially offset by reference.a $4 million gain related to the sale of the China business.
Net earnings for 2019 included a net expense of $109 million primarily consisting of a $104 million net non-cash charge related to intangible assets impairment at the Cromwell business in the U.K., which is part of other businesses and a net charge of $5 million related to restructuring primarily in the U.S business.
Net earnings for 2018 included a net expense of $170 million primarily consisting of a $133 million net non-cash charge related to goodwill and intangible asset impairment at Cromwell, which is part of other businesses and a net charge of $37 million related to restructuring primarily consisting of asset impairment charges in Canada and other related charges, net of gains from the sale of real estate in the U.S., Canada and corporate offices.
Net earnings for 2017 included a net expense of $84 million primarily consisting of a net charge of $102 million related to restructuring and other charges primarily consisting of branch closures in the U.S. and Canada businesses, net of gains on sale of real estate in the U.S., the consolidation of the contact center network in the U.S. and the wind-down of operations in Colombia, which was part of other businesses. This was partially offset by the net benefit of $15 million related to U.S. tax legislation and other discrete tax items.
Net earnings for 2016 included a net expense of $105 million primarily related to restructuring actions in the U.S. and Canada, goodwill and intangible impairments in Europe and Latin America operations, contingencies and a net tax benefit.
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
W.W. Grainger, Inc. (Grainger or Company) 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 Europe. MoreGrainger uses a combination of its high-touch and endless assortment businesses to serve its more than 3.55 million customers worldwide and which rely on Grainger for MRO products such as safety, gloves, ladders, motors and janitorial supplies, along with services such as inventory managementthat enable them to run safe, sustainable and technical support. These customers represent a broad collection of industries (see Note 2 to the Consolidated Financial Statements (Financial Statements)). They place orders through digital channels, over the phone and at local branches. Approximately 5,000 suppliers provide Grainger with about 1.6 million products stocked in Grainger's distribution centers (DCs) and branches worldwide.productive operations.
Grainger’s two reportable segments are the U.S. and Canada (Acklands - Grainger, Inc. and its subsidiaries).Canada. These reportable segments reflect the results of the Company's high-touch solutions businesses in those geographies. Other businesses include the endless assortment businesses (Zoro in the U.S. and the United Kingdom (U.K.) and MonotaRO in Japan), and smaller international high-touch solutions businesses in Europethe U.K. and Mexico.
Business Re-segmentation – Effective January 1, 2021
In February 2021, the Company announced a change to its reportable segments to align with its go-to-market strategies and bifurcated business models (high-touch and endless assortment). Accordingly, on or about March 8, 2021, the Company plans to publish the required restated financial information for the quarters ended December 31, 2020 and 2019 and for the twelve-month periods ended December 31, 2020, 2019 and 2018. A supplemental investor call is expected to be scheduled on or about March 9, 2021 to discuss the Company's restated Form 8-K results and new segments. All summary financial information on a prospective basis will be presented under the new reportable segments beginning with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021.
Business Divestitures and Liquidations
Consistent with the Company's strategic focus on broad line MRO distribution in key markets, in June 2020 Grainger divested the Fabory high-touch business, in August 2020 divested the China high-touch business (China) and in November 2020 commenced the liquidation of Zoro Tools Europe (ZTE) in Germany. Accordingly, the Company’s operating results include Fabory, China and ZTE results through the respective dates of divestiture or liquidation.
In 2020, Grainger recognized a net loss of approximately $109 million, a gain of approximately $5 million and a loss of approximately $9 million (presented within Selling, general and administrative expenses (SG&A)) as a result of the Fabory, China and ZTE exits, respectively. The go-forward impacts from these business exits are not expected to be material for Company results in an individual or aggregated basis.
Outlook
The Company’s strategic priority for 20202021 is clear: relentlessly expand Grainger’s leadership position in the MRO space by being the go-to-partner for people who build and run safe sustainable and productive operations. To achieve this, each Grainger business has a set of strategic objectives focused on top line growth through market share gain. The U.S. business ishigh-touch businesses are focused on growing through differentiated sales and services (e.g., direct customer relationships and onsite services), advantaged MRO solutions (e.g., get customers the exact products and services they need to solve a problem quickly) and unparalleled customer service (e.g., deliver flawlessly on every customer transaction). The Canada business is focused on growing volume and gaining market share after substantially completing a multi-year turnaround. The other businesses are primarily focused on profitably growing the international high-touch businesses in Europe and Mexico and the endless assortment businesses throughare focused on product assortment expansion and innovative customer acquisition. Additionally, all Grainger businesses are focused on continuously improving customer experience, optimizing and scaling cost structures and investing in digital marketing, technology, and supply chain infrastructure to ultimately deliver long-term returns for shareholders.
In March 2020, the World Health Organization characterized Coronavirus (COVID-19) as a pandemic. The rapid spread of the COVID-19 pandemic has caused significant disruptions in the U.S. and global markets, and economists expect the economic impact will continue to be significant. Grainger is an essential business and its major facilities have been allowed to remain operational during the pandemic as customers have depended on Grainger's products and services to keep their businesses up and running. In 2020, as the COVID-19 pandemic impacted global markets and the needs of customers, employees, suppliers and communities changed, the Company’s efforts and business plans evolved accordingly. Grainger is currently focused on serving customers and communities well through the pandemic and their respective recovery, supporting the needs and safety of employees and ensuring the Company continues to operate with a strong financial position.
Impact of the COVID-19 Pandemic on Grainger Businesses
The COVID-19 pandemic has impacted and is likely to continue impacting Grainger’s businesses and operations as well as the operations of its customers and suppliers.
From a customer perspective, business re-openings and related activity throughout the year varied based on geography, industry and COVID-19 pandemic conditions. For example, in the U.S. and endless assortment businesses, sales to government, healthcare and other essential businesses remained strong, but sales to non-essential and disrupted industries were depressed compared to pre-COVID-19 pandemic levels. The Canada business and other international high-touch businesses were severely impacted by pandemic-related slowdowns with each geography experiencing meaningful year-over-year declines.
The Company's major operational facilities and infrastructure (i.e., DCs, branches, e-commerce sites, and logistic partners) remained operational during 2020 with limited disruptions, while adhering to strict safety and social-distancing protocols. From an inventory management and supply chain perspective, the Company has experienced elevated levels of demand for pandemic-related products, while demand for non-pandemic products has declined.
To date, the Company has been able to absorb the pandemic impact with minimal workforce reductions or furloughs, which positions the Company for accelerated growth once post-pandemic recovery commences. Also, the Company has prioritized maintaining all facilities safe for customers and employees to work and interact.
With respect to the Company’s financial position, the Company plans to maintain its focus on liquidity as pandemic-related uncertainties continue into 2021. During 2020, the Company generated operating cash of $1.1 billion and used the cash generated to invest in the business and return excess capital to shareholders in the form of dividends and share repurchases. As of December 31, 2020, the Company had approximately $1.8 billion in available liquidity, including $585 million in cash. For further detail on cash flows refer to the Financial Condition section below.
Matters Affecting Comparability
There were 256 sales days in the full year 2020 versus 255 sales days in the full years 2019 and 2018. The Company completed two divestitures and commenced one liquidation in 2020. The Company's operating results have included the results of each business until its respective divestiture or liquidation date.
In addition, starting in mid-February 2020, the Company began experiencing elevated levels of COVID-19 pandemic-related product sales (e.g., personal protective equipment (PPE) and safety products) due to higher customer demand in response to the COVID-19 pandemic, while non-pandemic sales have decreased. The incremental demand came primarily from customers on the front-lines of the pandemic, including government, healthcare and other essential businesses, while the demand from non-essential and disrupted industries decreased over the same period due to business activity slowdown or temporary shutdowns. Grainger experienced adverse gross margin impacts from sales of lower-margin COVID-19 pandemic-related products to the Company's largest, lowest margin customers.
Results of Operations
The following table is included as an aid to understanding changes in Grainger's Consolidated Statements of Earnings (in millions of dollars):
|
| | | | | | | | | | | | | | | | |
| For the Years Ended December 31, |
| | | | | Percent Increase/(Decrease) from Prior Year | As a Percent of Net Sales |
| 2019 | | 2018 | | 2019 | | 2019 | | 2018 |
Net sales | $ | 11,486 |
| | $ | 11,221 |
| | 2 | % | | 100.0 | % | | 100.0 | % |
Cost of goods sold | 7,089 |
| | 6,873 |
| | 3 | % | | 61.7 | % | | 61.3 | % |
Gross profit | 4,397 |
| | 4,348 |
| | 1 | % | | 38.3 | % | | 38.7 | % |
Selling, general and administrative expenses | 3,135 |
| | 3,190 |
| | (2 | )% | | 27.3 | % | | 28.4 | % |
Operating earnings | 1,262 |
| | 1,158 |
| | 9 | % | | 11.0 | % | | 10.3 | % |
Other expense, net | 53 |
| | 77 |
| | (31 | )% | | 0.5 | % | | 0.7 | % |
Income taxes | 314 |
| | 258 |
| | 22 | % | | 2.7 | % | | 2.3 | % |
Net earnings | 895 |
| | 823 |
| | 9 | % | | 7.8 | % |
| 7.3 | % |
Noncontrolling interest | 46 |
| | 41 |
| | 12 | % | | 0.4 | % | | 0.4 | % |
Net earnings attributable to W.W. Grainger, Inc. | $ | 849 |
| | $ | 782 |
| | 8 | % | | 7.4 | % | | 7.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Years Ended December 31, |
| | | | | Percent Increase/(Decrease) from Prior Year | As a Percent of Net Sales |
| 2020 | | 2019 | | 2020 | | 2020 | | 2019 |
Net sales | $ | 11,797 | | | $ | 11,486 | | | 2.7 | % | | 100.0 | % | | 100.0 | % |
Cost of goods sold | 7,559 | | | 7,089 | | | 6.6 | % | | 64.1 | % | | 61.7 | % |
Gross profit | 4,238 | | | 4,397 | | | (3.6) | % | | 35.9 | % | | 38.3 | % |
Selling, general and administrative expenses | 3,219 | | | 3,135 | | | 2.7 | % | | 27.3 | % | | 27.3 | % |
Operating earnings | 1,019 | | | 1,262 | | | (19.3) | % | | 8.6 | % | | 11.0 | % |
Other expense, net | 72 | | | 53 | | | 35.0 | % | | 0.6 | % | | 0.5 | % |
Income tax provision | 192 | | | 314 | | | (38.9) | % | | 1.6 | % | | 2.7 | % |
Net earnings | 755 | | | 895 | | | (15.6) | % | | 6.4 | % | | 7.8 | % |
Noncontrolling interest | 60 | | | 46 | | | 30.3 | % | | 0.5 | % | | 0.4 | % |
Net earnings attributable to W.W. Grainger, Inc. | $ | 695 | | | $ | 849 | | | (18.1) | % | | 5.9 | % | | 7.4 | % |
2019
2020 Compared to 20182019
Grainger's net sales of $11,486$11,797 million for the year ended 2019December 31, 2020 increased $265$311 million, or 2.5%2.7%, compared to the same period in 20182019. On a daily basis, net sales increased 2.3%. The increase in net sales was primarily driven by volume/mix, partially offset by price/mix and the impact of business divestitures. During the year ended December 31, 2020, the Company experienced strong pandemic-related sales volume increasesprimarily in the U.S. business from market share gainto large government and continued double-digit growth inhealthcare customers. See Note 3 to the endless assortments businesses,Financial Statements for information related to disaggregated revenue. This pandemic-related elevated volume was partially offset by lowervolume declines of non-pandemic related products across most industries. Also, sales in the Canada business and other businesses.international high-touch businesses are down compared to 2019 due to COVID-19 business slowdowns. Overall, business activity still trails pre-pandemic levels as some customers remain disrupted by COVID-19. See Note 1415 to the Financial Statements and refer to the Segment Analysis below for further details.
Gross profit of $4,397$4,238 million for the year ended 2019 increased $49December 31, 2020 decreased $159 million, or 1%4% compared with the same period in 2018.2019. The gross profit margin of 38.3%35.9% decreased 0.52.4 percentage points when compared to the same period in 2018,2019. This decrease was primarily driven by lower margins from COVID-19 pandemic-related products sales in the U.S. and business unit mix impact from higher growth in the lower margin endless assortment businesses which are growing at a faster rate than the rest of the Company. Elsewhere, lowerbusinesses. See Segment Analysis below for further details related to segment gross profit margins in the U.S. were offset by supply chain favorability in Canada.profit.
The following tables below(in millions of dollars) reconcile reported Selling, general and administrative expenses (SG&A),SG&A, operating earnings and net earnings attributable to W.W. Grainger, Inc. and diluted earnings per share, determined in accordance with Generally Accepted Accounting Principles (GAAP) in the United States of America to adjusted SG&A, operating earnings and net earnings attributable to W.W. Grainger, Inc. and diluted earnings per share,, which are all considered non-GAAP measures. The Company believes that these non-GAAP measures provide meaningful information to assist shareholders in understanding financial results and assessing prospects for future performance as they provide a better baseline for analyzing the ongoing performance of its businesses by excluding items that may not be indicative of core operating results. Because non-GAAP financial measures are not standardized, it may not be possible to compare these measures with other companies' non-GAAP measures having the same or similar names. These non-GAAP measures should not be considered in isolation or as a substitute for reported results. These non-GAAP measures reflect an additional way of viewing aspects of operations that, when viewed with GAAP results, provide a more complete understanding of the business. All tables below are in millions of dollars:
| | | | | | | | | | | | | | | |
| Twelve Months Ended | | |
| December 31, | | |
| 2020 | | 2019 | | % |
SG&A reported | $ | 3,219 | | | $ | 3,135 | | | 3 | % |
Restructuring, net (U.S.) | 6 | | | 5 | | | |
Restructuring, net (Canada) | 12 | | | — | | | |
Restructuring, net (Other businesses) | 9 | | | 2 | | | |
Restructuring (Unallocated) | — | | | (1) | | | |
Impairment charges (Other businesses) | 177 | | | 120 | | | |
Fabory divestiture (Other businesses) | (7) | | | — | | | |
Fabory divestiture (Unallocated) | 116 | | | — | | | |
Grainger China divestiture (Unallocated) | (5) | | | — | | | |
Total restructuring, net, impairment charges and business divestitures | 308 | | | 126 | | | |
SG&A adjusted | $ | 2,911 | | | $ | 3,009 | | | (3) | % |
| | | | | |
| 2020 | | 2019 | | % |
Operating earnings reported | $ | 1,019 | | | $ | 1,262 | | | (19) | % |
Total restructuring, net, impairment charges and business divestitures | 308 | | | 126 | | | |
Operating earnings adjusted | $ | 1,327 | | | $ | 1,388 | | | (4) | % |
| | | | | |
| 2020 | | 2019 | | % |
Net earnings attributable to W.W. Grainger, Inc. reported | $ | 695 | | | $ | 849 | | | (18) | % |
| | | | | |
| | | | | |
Total restructuring, net, impairment charges, business divestitures and tax (1) | 182 | | | 109 | | | |
Net earnings attributable to W.W. Grainger, Inc. adjusted | $ | 877 | | | $ | 958 | | | (8) | % |
|
(1) The tax impact of adjustments and non-cash impairments are calculated based on the income tax rate in each applicable jurisdiction, subject to deductibility and the Company's ability to realize the associated tax benefits. |
|
| | | | | | | | | |
| Twelve Months Ended | |
| December 31, | |
| 2019 | | 2018 | % |
SG&A reported | $ | 3,135 |
| | $ | 3,190 |
| (2 | )% |
Restructuring, net of branch gains (U.S.) | 5 |
| | 9 |
| |
Restructuring, net of branch gains (Canada) | — |
| | 35 |
| |
Restructuring (Other businesses) | 2 |
| | 5 |
| |
Impairment charges (Other businesses) | 120 |
| | 139 |
| |
Restructuring (Unallocated expense) | (1 | ) | | (2 | ) | |
Subtotal | 126 |
| | 186 |
| |
SG&A adjusted | $ | 3,009 |
| | $ | 3,004 |
| — | % |
| | | | |
| 2019 | | 2018 | % |
Operating earnings reported | $ | 1,262 |
| | $ | 1,158 |
| 9 | % |
Total restructuring, net and impairment charges | 126 |
| | 186 |
| |
Operating earnings adjusted | $ | 1,388 |
| | $ | 1,344 |
| 3 | % |
| | | | |
| 2019 | | 2018 | % |
Net earnings attributable to W.W. Grainger, Inc. reported | $ | 849 |
| | $ | 782 |
| 8 | % |
Total restructuring, net and impairment charges | 126 |
| | 186 |
| |
Tax effect (1) | (17 | ) | | (16 | ) | |
Total restructuring and impairment charges, net of branch gains and tax | 109 |
| | 170 |
| |
Net earnings attributable to W.W. Grainger, Inc. adjusted | $ | 958 |
| | $ | 952 |
| 1 | % |
|
(1) The tax impact of adjustments and non-cash impairments are calculated based on the income tax rate in each applicable jurisdiction, subject to deductibility and the Company's ability to realize the associated tax benefits. |
SG&A of $3,135$3,219 million for the year ended December 31, 2019 decreased $552020 increased $84 million, or 2%3% compared to $3,190$3,135 million in the same period in 2018. In2019. During the fourthfirst quarter of 2019, Grainger recorded $120 million of impairment charges related to intangible assets at the Cromwell business in the U.K., which is in other businesses and in the third quarter of 2018,2020, the Company recorded $139a $177 million write-down of impairment charges relatedgoodwill, intangibles and long-lived assets from the Fabory business and during the second quarter of 2020, the Company recorded a $109 million pretax loss from the sale of the Fabory business which was the largest contributor to goodwill and other intangible assets for Cromwell.the decline in reported operating earnings. Excluding restructuring, net, and impairment charges and business divestitures in both periods as noted in the table above, SG&A was flat to prior year on net sales growth of 2.5%decreased $98 million or 3%.
Operating earnings of $1,262$1,019 million in 2019 increased $1042020 decreased $243 million, or 9%19% compared to $1,158$1,262 million in the same period in 2018.2019. Excluding restructuring, net, and impairment charges and business divestitures in both periods as noted in the table above, operating earnings increased $44decreased $61 million, or 3%4%, driven primarily by cost take-out actions in the Canadian business and improvedlower gross profit dollars partially offset by lower SG&A leverage in the U.S. business.&A.
Other expense, net of $53$72 million for the year ended 2019, decreased $24December 31, 2020, increased $19 million, or 31%35% compared to the same period in 2018.2019. The decrease in expenseincrease was primarily due to lower losses from the conclusion of the Company's clean energy investmentscosts related to an increase in indebtedness during the second half of 2018.year.
Income taxes of $314$192 million for the year ended 2019 increased $56December 31, 2020 decreased $122 million, or 22%39% compared to $258$314 million for the same period in 2018.2019. This decrease was primarily driven by lower taxable operating earnings for the year, tax losses from the Company's investment in Fabory due to the impairment and internal reorganization of the Company's holdings in Fabory in the first quarter of 2020 and tax impacts of the Fabory divestiture. Grainger's effective tax rates were 20.3% and 26.0% for the twelve months ended December 31, 2020 and 23.9% in 2019, respectively, and 2018, respectively. The increase wasthis decrease is primarily driven by lowerdue to the Fabory tax benefit from stock-based compensation and the absence of the Company's clean energy tax benefits in 2019 as the Company concluded its investments in 2018.impacts.
Net earnings attributable to W.W. Grainger, Inc. for the year ended 2019 increased $67December 31, 2020 decreased $154 million, or 8%18% to $849$695 million from $782$849 million in the same period in 2018.2019. Excluding restructuring, net, and impairment charges and business divestitures and income taxes from both periods as noted in the table above, net earnings increased $6decreased $81 million, or 1%8%. The increasedecrease in net earnings primarily resulted from lower gross profit dollars partially offset by lower SG&A and other expense, net.&A.
Diluted earnings per share was $15.32$12.82 for the year ended 2019December 31, 2020 and increased 12%decreased 16% compared to $13.73$15.32 for the same period in 2018,2019, due to higherlower net earnings and lower average shares outstanding.earnings. Excluding restructuring, net, and impairment charges and business divestitures and income taxes from both periods as noted in the table above, diluted earnings per share would have been $17.29$16.18 compared to $16.70$17.29 in 2018,2019, an increasedecrease of 4%6%.
20182019 Compared to 20172018
For the full year 20172018 to 20182019 comparative discussion, see Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations in Grainger’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Segment Analysis - 20192020 Compared to 2018
2019
The following comments at the reportable segment and other business unit level include external and intersegment net sales and operating earnings. See Note 1415 to the Financial Statements.
United States
Net sales were $8,815$9,070 million for the year ended 2019,December 31, 2020, an increase of $227$255 million, or 2.5%2.9%, compared with net sales of $8,588$8,815 million for 20182019. On a daily basis, net sales increased 2.5% and consisted of the following:
| | | | | |
| Percent Increase/(Decrease) |
Volume (including product mix) | 2.8% |
Price and customer mix | (0.3) |
| |
| |
Total | Percent Increase (Decrease) |
Volume | 2.0% |
Price | 0.5 |
Intersegment sales to Zoro (included in other businesses) | 0.5 |
Other | (0.5) |
Total | 2.5% |
Overall, revenue increases for the U.S. business were primarily driven by market share gains.COVID-19 pandemic-related sales, which accounted for the majority of the sales growth beginning in mid-February 2020. As a result of the COVID-19 pandemic, the U.S. business experienced strong sales volume of pandemic-related products primarily from large government and healthcare customers; however, sales to non-essential and disrupted industries are down compared to 2019. See Note 23 to the Financial Statements for information related to disaggregated revenue.
From a product perspective, the U.S. business experienced strong demand for COVID-19 pandemic-related products; however, this elevated demand was partially offset by lower demand of non-pandemic products.
Gross profit margin decreased 0.42.5 percentage points compared to the same period in 2018 reflecting2019. The decrease was the impactresult of contract renegotiationspandemic related headwinds, including product, customer mix and customer mix.inventory write-downs to reflect current
market dynamics. The Company expects these pandemic related decreases to subdue as the economy recovers and shifts back towards non-pandemic products, which should normalize product mix and margins back to pre-COVID-19 levels.
SG&A for the year ended 2019 was flatDecember 31, 2020 decreased 2% compared to the same period in 2018 due2019, which is primarily driven by reduced travel and depreciation expenses partially offset by incremental operating costs to strong expense management.support the U.S. business response to the COVID-19 pandemic and related activities.
Operating earnings of $1,391$1,299 million increased $53decreased $92 million, or 4%7% from $1,338$1,391 million in the same period of 2018.2019. This increasedecrease was driven primarily by higher sales, higherlower gross profit dollars and improved SG&A leverage.dollars.
Canada
Net sales were $529$476 million for the year ended 2019,December 31, 2020, a decrease of $124$53 million, or 19%9.9% when compared with $653$529 million for 20182019. On a daily basis, net sales decreased 10.3% and consisted of the following:
| | | | | |
| Percent Decrease |
Volume (including product mix) | Percent (Decrease)/Increase(8.4)% |
VolumePrice and customer mix | (19.0)%(1.0) |
PriceForeign exchange | 2.0 |
Foreign Exchange | (2.0)(0.9) |
Total | (19.0)(10.3)% |
For the year ended 2019,December 31, 2020, volume decreased by 198.4 percentage points compared to the same period in 20182019 primarily due to customer disruptionmarket declines partially offset by COVID-19 pandemic-related product sales. During the first half of 2020, global oil prices declined sharply as a result of actions taken tomarket forces. More than a fifth of sales for the Canada business are derived from the oil industry or ancillary segments. This current low oil price environment could further reduce demand for the branch footprint and optimize sales coverage.
business, which is already negatively impacted by the COVID-19 pandemic.
Gross profit margin increased 0.7decreased 2.9 percentage points in 20192020 compared to the same period in 20182019 primarily due to inventorynegative price cost spread and supply chain efficiencies.COVID-19 pandemic-related mix impact.
SG&A decreased $89$13 million, or 34%7% in 20192020 compared to the same period in 2018.2019. Excluding restructuring, net in both periods as noted in the table above, SG&A would have decreased $54$25 million, or 24%14% compared to the prior period. This decrease was primarily due to cost reduction actions and lower variable expense as a result ofcosts from lower sales volume.and cost management actions to improve SG&A leverage.
Operating earningslosses were $3$16 million for the year ended 2019December 31, 2020 compared to lossesearnings of $49$3 million in the same period in 2018.2019. Excluding restructuring, net in both periods (asas noted in the table above, and Note 5 to the Financial Statements), operating earningslosses would have been $3$4 million compared to operating lossesearnings of $14$3 million in the prior period primarily due to lower SG&A and lower sales volume.
Other businessesBusinesses
Net sales for other businesses were $2,651$2,762 million for the year ended 2019,December 31, 2020, an increase of $210$111 million, or 8.5%4.2%, when compared to the same period in 2018.2019. The net sales increase was primarily due to incremental sales atwithin the endless assortment businesses. On a daily basis, net sales increased 3.8% and consisted of the following:
| | | | | |
| Percent Increase/(Decrease) |
Price/volume | 9.0% |
Foreign exchange | 0.4 |
Business divestitures | (5.6) |
Total | 3.8% |
The increase in net sales was driven by the endless assortment businesses, and consisted of the following:
|
| |
| Percent Increase/ (Decrease) |
Volume | 9.5% |
Foreign exchange | (1.0) |
Total | 8.5% |
The net sales increase was primarily due to customer acquisition growth from the endless assortment businesses,
partially offset by foreign exchange headwindslower performance in other international high-touch businesses, which were heavily impacted by pandemic-related slowdowns and the net
impact of Fabory and China business divestitures. The endless assortment businesses benefited from COVID-19 pandemic-related sales and continued to see strong new customer acquisition during the euro and pound sterling.
year.
Operating losses for other businesses were $9 million for the year ended
2019, a decrease of $17 million, or 216%
Gross profit margin decreased 1.4 percentage points compared to operating earnings of $8 million for 2018. Other businesses included impairment chargesthe same period in 2019, and 2018 relatingdriven by business unit mix due to the Fabory divestiture, lower margins in the Cromwell business and unfavorable mix from the faster growing endless assortment businesses.
SG&A increased $9 million, or 1% in 2020 compared with the U.K. See Note 4 and Note 5 to the Financial Statements.same period in 2019. Excluding restructuring, net, and impairment charges and business divestitures in both periods operating earningsas noted in the table above, SG&A would have decreased $40$48 million or 27%7%. This decrease is primarily due to significant SG&A leverage in the Company's endless assortment businesses and lower expenses as a result of the Fabory divestiture.
Operating losses for other businesses were $24 million for the year ended December 31, 2020, a decrease of $15 million, or 166% compared to operating losses of $9 million for 2019. Excluding restructuring, net, impairment charges and business divestitures in both periods as noted in the table above, operating earnings would have increased $42 million, or 38%. This increase is primarily due to higher earnings in the endless assortment businesses' investments to drive long-termbusinesses resulting from strong revenue growth and performance in the high-touch solutions businesses.SG&A leverage.
Segment Analysis - 20182019 Compared to 20172018
For the full year 20172018 to 20182019 comparative discussion, see Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations - Segment Analysis - 20182019 Compared to 20172018 in Grainger’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019.
Financial Condition
For the full year 2017 discussion, see Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition in Grainger’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
Grainger believes that, assuming its operations are not significantly impacted by the COVID-19 pandemic for a prolonged period, its current level of cash and cash equivalents, marketable securities and availability under its revolving credit facilities will be sufficient to meet its liquidity needs. Grainger 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 total available liquidity and 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.
For the full year 2018 discussion, see Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition in Grainger’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Cash and Cash Equivalents
At December 31, 20192020 and 2018,2019, Grainger had cash and cash equivalents of $585 million and $360 million, respectively. This increase in cash is primarily due to cash flows from operations, delayed capital investments and $538 million, respectively.temporarily reduced share repurchase program. Approximately 54% and 69% of cash and 49%cash equivalents were outside the U.S. as of December 31, 20192020 and 2018,2019, respectively. Grainger has no material limits or restrictions on its ability to use these foreign liquid assets.
Cash Flows
20192020 Compared to 20182019
Net cash provided by operating activities was $1,042$1,123 million and $1,057$1,042 million for the years ended December 31, 20192020 and 2018,2019, respectively. The decreaseincrease in cash provided by operating activities wasis primarily the result of lower net payments related to employee variable compensation and benefits paid under annual incentive plans and lower tax payments, partially offset by favorable net income and changesinvestments in working capital.
Net cash used in investing activities was $202$179 million and $166$202 million for the years ended December 31, 20192020 and 2018,2019, respectively. This increasedecrease in net cash used in investing activities was primarily driven by lower proceeds from the sales of assets when comparedadditions to the prior year.property, buildings and equipment and intangibles.
Net cash used in financing activities was $1,023$726 million and $670$1,023 million in the years ended December 31, 20192020 and 2018,2019, respectively. The increasedecrease in net cash used in financing activities was primarily driven by higherincreased borrowings of long term debt and lower treasury stock repurchases in 2019 compared to 2018 and lower proceeds from stock options exercised.repurchases.
Working Capital
Internally generated funds are the primary source of working capital and growth initiatives including capital expenditures. Grainger's working capital is not impacted by significant seasonality trends throughout the year.
Working capital consists of current assets (less non-operating cash) and current liabilities (less short-term debt, current maturities of long-term debt and lease liabilities). Working capital was $2,220 million at December 31, 2020, compared with $2,092 million at December 31, 2019 compared with $1,898 million at December 31, 2018, primarily due to an increase in operating cash, accounts receivable and inventory, and decreases in accrued compensation and benefits partially offset by increases in trade accounts payable. At these dates, the ratio of current assets to current liabilities was 2.6 and 2.4, respectively.for both years.
Capital Expenditures
In each of the past two years, a portion of the Company's net cash flows has been used for additions to property, buildings, equipment and capitalized software (presented in Intangibles - net on the Consolidated Balance Sheet) as summarized in the following table (in millions of dollars):
|
| | | | | | | |
| For the Years Ended December 31, |
| 2019 | | 2018 |
Land, buildings, structures and improvements | $ | 47 |
| | $ | 69 |
|
Furniture, fixtures, machinery and equipment | 131 |
| | 137 |
|
Subtotal | 178 |
| | 206 |
|
Capitalized software | 43 |
| | 33 |
|
Total | $ | 221 |
| | $ | 239 |
|
| | | | | | | | | | | | | |
| For the Years Ended December 31, |
| 2020 | | 2019 | | |
Land, buildings, structures and improvements | $ | 19 | | | $ | 47 | | | |
Furniture, fixtures, machinery and equipment | 120 | | | 131 | | | |
Subtotal | 139 | | | 178 | | | |
Capitalized software (presented in Intangibles - net on the Consolidated Balance Sheet) | 58 | | | 43 | | | |
Total | $ | 197 | | | $ | 221 | | | |
In both 2020 and 2019,, the Company continued to investinvested in its North American and Japanese distribution networks (e.g.(construction of new DCs and branches as well as machinery and equipment to further automate the distribution process). In addition, the Company invested in the development of inventory management and software solutions.
In
2018, the Company continued to invest in its North American distribution network (e.g. new or expanding existing facilities and technology). Other investments include the consolidation of facility and office locations and development of software solutions.
Projected spending for 20202021 is expected to be approximately $250 million which includes continued investments in its supply chain, software development office space maintenance and inventory management solutions. Grainger expects to fund 20202021 capital spending primarily from operating cash flows.
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 (short-term current and long-term) and lease liabilities as a percent of total capitalization, was 54.3%55.6% and 51.5%54.3%, as of December 31, 2020 and 2019, and 2018, respectively.
Grainger receives ratings from two independent credit ratings agencies: Moody's Investor Service (Moody's) and Standard & Poor's (S&P). Both credit rating agencies currently rate ourthe Company's corporate credit at investment grade. The following table summarizes the Company's credit ratings at December 31, 2019:
|
| | | | | | | | | | | | | | | | |
| Corporate | | Senior Unsecured | | Short-term |
Moody's | A3 | | A3 | | P2 |
S&P | A+ | | A+ | | A1 |
Commitments and Other Contractual Obligations
At December 31, 20192020 Grainger's contractual obligations, including estimated payments due by period, are as follows (in millions of dollars):
|
| | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
| Total Amounts Committed | | Less than 1 Year | | 1 - 3 Years | | 3 - 5 Years | | More than 5 Years |
Debt obligations | $ | 2,181 |
| | $ | 246 |
| | $ | 129 |
| | $ | 6 |
| | $ | 1,800 |
|
Interest on debt | 2,035 |
| | 81 |
| | 157 |
| | 156 |
| | 1,641 |
|
Operating lease obligations | 239 |
| | 63 |
| | 100 |
| | 46 |
| | 30 |
|
Purchase obligations: | | | | | | | | | |
Uncompleted additions to property, buildings and equipment | 88 |
| | 88 |
| | — |
| | — |
| | — |
|
Commitments to purchase inventory | 498 |
| | 498 |
| | — |
| | — |
| | — |
|
Other goods and services | 317 |
| | 177 |
| | 112 |
| | 28 |
| | — |
|
Other liabilities | 103 |
| | 81 |
| | 5 |
| | 4 |
| | 13 |
|
Total | $ | 5,461 |
| | $ | 1,234 |
| | $ | 503 |
| | $ | 240 |
| | $ | 3,484 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
| Total Amounts Committed | | Less than 1 Year | | 1 - 3 Years | | 3 - 5 Years | | More than 5 Years |
Debt obligations | $ | 2,400 | | | $ | 8 | | | $ | 43 | | | $ | 544 | | | $ | 1,805 | |
Interest on debt | 1,998 | | | 87 | | | 174 | | | 174 | | | 1,563 | |
Operating lease obligations | 230 | | | 59 | | | 92 | | | 41 | | | 38 | |
Purchase obligations: | | | | | | | | | |
Uncompleted additions to property, buildings and equipment | 147 | | | 147 | | | — | | | — | | | — | |
Commitments to purchase inventory | 666 | | | 666 | | | — | | | — | | | — | |
Other goods and services | 300 | | | 173 | | | 113 | | | 14 | | | — | |
Other liabilities | 83 | | | 65 | | | 3 | | | 2 | | | 13 | |
Total | $ | 5,824 | | | $ | 1,205 | | | $ | 425 | | | $ | 775 | | | $ | 3,419 | |
See Notes 6, 7 and 9 to the Financial Statements for further detail related to debt, interest on debt and operating lease obligations.
Purchase obligations are made in the normal course of business to meet operating needs. While purchase orders for both inventory purchases and non-inventory purchases are generally cancelablecancellable without penalty, certain vendor agreements provide for cancellation fees or penalties depending on the terms of the contract.
Other liabilities represent future payments for profit sharing and other employee benefit plans.
The Company's net obligation for postretirement healthcare benefits plan of approximately $2 million, is not included in the table above as no additional amounts are required to be funded as of December 31, 2019. The Company's historical practice regarding this plan has been to contribute amounts necessary to satisfy minimum pension funding requirements, plus periodic discretionary amounts determined to be appropriate.
Grainger has recorded a noncurrent liability of approximately $32$42 million for tax uncertainties and interest at December 31, 2019.2020. This amount is excluded from the table above, as Grainger cannot predictis unable to reasonably estimate the timingperiod of these cash payments by period.settlement with the respective taxing authorities on such items. See Note 1314 to the Financial Statements.
Off-Balance Sheet Arrangements
Grainger does not have any material off-balance sheet arrangements.
Critical Accounting Estimates
The methods, assumptions, and estimates that used in applying the Company’s accounting policies may require the application of judgments regarding matters that are inherently uncertain. The Company considers an accounting policy to be a critical estimate if: (1) it involves assumptions that are uncertain when judgment was applied, and (2) 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 that estimates, assumptions, and judgments used are reasonable, they are based on information available when the estimate was made. See Note 1 to the Financial Statements for further information on the Company’s critical accounting estimates, which are as follows:
InventoryContingencies:: Inventory the estimation of when a contingent loss is probable and reasonably estimable;
Goodwill and Intangible Assets Impairment: the valuation methods and assumptions used in assessing the
impairment of goodwill and intangible assets; and
Inventory: inventory reflected at the lower of cost or net realizable value considering future demand, market
conditions and liquidation values;values.
Goodwill and Intangible Assets Impairment: the valuation methods and assumptions used in assessing the impairment of goodwill and intangible assets; and
Contingencies: the estimation of when a contingent loss is probable and reasonably estimable.
Forward-Looking Statements
From time to time, in this Annual Report on Form 10-K, 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 (COVID-19) as well as the duration, extent and impact of the actions taken or contemplated by governmental authorities or others in connection with the COVID-19 pandemic on the Company’s businesses, its employees, customers and suppliers, including disruption to Grainger's operations resulting from employee illnesses, the development and availability of effective treatment or vaccines, any mandated facility closures of non-essential businesses, stay in shelter health orders or other similar restrictions for customers and suppliers, changes in customers' product needs, suppliers' inability to meet unprecedented demand for COVID-19 related products, inventory shortages, the potential for government action to allocate or direct products to certain customers which may cause disruption in relationships with other customers, disruption caused by business responses to the COVID-19 pandemic, including working remote 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 working remote arrangements, including financial reporting processes, 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 or limit the Company's ability to access capital markets on terms that are attractive or at all; higher product costs or other expenses; a major loss of customers; loss or disruption of sources of supply; changes in customer or product mix; increased competitive pricing pressures; failure to develop 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 percentage; 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, consumer protection, pricing (including disaster or emergency declaration pricing statutes), product liability, general commercial disputes, safety or compliance, or privacy and cybersecurity matters; investigations, inquiries, audits and changes in laws and regulations; failure to comply with laws, regulations and standards; government contract matters; disruption of information technology or data security systems involving usthe Company or third parties on which we depend;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; labor shortages; facilities disruptions or shutdowns; higher fuel costs or disruptions in transportation services; other pandemic diseases or viral contagions; natural or human induced disasters, extreme weather and other catastrophes; unanticipated and/catastrophes or extreme weather conditions; failure to attract, retain, train, motivate, develop and transition key employees; loss of key members of management; the Company's ability to operate, integrate and leverage acquired businesses;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 II, Item 1A: Risk Factors“Risk Factors” and elsewhere in this Form 10-K.
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.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Grainger's primary market risk exposures as follows:
Foreign Currency Exchange Rates
Grainger’s financial results, including the value of assets and liabilities, are exposed to foreign currency exchange rate risk when the financial statements of the business units outside the U.S., as stated in their local currencies, are translated into U.S. dollars. In February 2020, Grainger entered into certain derivative instrument agreements to manage this risk. See Note 13 to the Financial Statements. Grainger's net earnings exposure to foreign currency exchange rates was not material for 2019.2020.
Interest Rate Risks
Grainger is exposed to interest rate risk on its variable-rate debt used to fund international businesses (Seelong-term debt. See Note 7 to the Financial Statements) and it does not currently use anyStatements. In February 2020, Grainger entered into certain derivative instrumentsinstrument agreements to hedge a portion of its fixed-rate long-term debt to manage these exposures.this risk. See Note 13 to the Financial Statements. As of December 31, 2019,2020, the annualized effect of a 0.1 percentage point increase in interest rates on Grainger’s variable-rate debt obligations would not have a material impact on net earnings.
Commodity Price Risk
Grainger’s transportation costs are exposed to fluctuations in the price of fuel and some sourced products contain commodity-priced materials. The Company regularly monitors commodity trends and, as a broadlinebroad line supplier, mitigates any material exposure to commodity price risk by having alternative sourcing plans in place that mitigate the risk of supplier concentration, passing commodity-related inflation to customers or suppliers, and continuing to scale its distribution networks, including its transportation infrastructure.
Item 8: Financial Statements and Supplementary Data
The financial statements and supplementary data are included on pages 3239 to 63.73. See the Index to Financial Statements and Supplementary Data on page 31.38.
Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A: Controls and Procedures
Disclosure Controls and Procedures
Grainger carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of Grainger's disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended (Exchange Act). 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.
Internal Control Over Financial Reporting
| |
(A) | Management's Annual Report on Internal Control Over Financial Reporting |
(A)Management's Annual Report on Internal Control Over Financial Reporting
Management's report on Grainger's internal control over financial reporting is included on page 3239 of this Report under the heading Management's Annual Report on Internal Control Over Financial Reporting.
| |
(B) | Attestation Report of the Registered Public Accounting Firm |
(B)Attestation Report of the Registered Public Accounting Firm
The report from Ernst & Young LLP on its audit of the effectiveness of Grainger's internal control over financial reporting as of December 31, 2019,2020, is included on page 3340 of this Report under the heading Report of Independent Registered Public Accounting Firm.
| |
(C) | Changes in Internal Control Over Financial Reporting |
(C)Changes in Internal Control Over Financial Reporting
There have been no changes in Grainger's internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Grainger's internal control over financial reporting.
Item 9B: Other Information
None.
PART III
Item 10: Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual meeting of shareholders to be held April 29, 2020,28, 2021, under the captions “Nominees“Board Qualifications, Attributes, Skills and Director Experience and Qualifications,Background,” "Annual“Annual Election of Directors,” “Candidates for Board Membership,” “Director Nominees’ Experience and Qualifications,” "Delinquent Section 16(a) Reports," “Audit Committee,” and “Board Affairs and Nominating Committee,” “Audit Committee” and “Delinquent Section 16(a) Reports.Committee.” Information required by this item regarding executive officers of Grainger is set forth in Part I, Item 1, under the caption “Information about our Executive Officers.“Executive Officers of the Registrant.”
Grainger has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer and controller. This code of ethics is part of Grainger’s Business Conduct Guidelines for directors, officers and employees, which is available free of charge through Grainger’s website at www.invest.grainger.com. All Grainger employees are trained and certified yearly on these guidelines.invest.grainger.com. A copy of the Business Conduct Guidelines is also available in print without charge to any person upon request to Grainger's Corporate Secretary. Grainger intends to disclose on its website any amendment to any provision of the Business Conduct Guidelines that relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the Exchange Act and any waiver from any such provision granted to Grainger’s principal executive officer, principal financial officer, principal accounting officer and controller or persons performing similar functions. Grainger has also adopted Operating Principles for the Board of Directors, which are available on its website and are available in print to any person who requests them.them.
Item 11: Executive Compensation
The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual meeting of shareholders to be held April 29, 2020,28, 2021, under the captions “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee,” “Report of the Compensation Committee of the Board” and "Fees for Independent"Independent Compensation Consultant.Consultant; Fees."
Item 12: Security Ownership of Certain Beneficial OwnersDirectors and Management and Related Stockholder Matters
Executive Officers
The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual meeting of shareholders to be held April 29, 2020,28, 2021, under the captions “Ownership of Grainger Stock” and “Equity Compensation Plans.”
Item 13: Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual meeting of shareholders to be held April 29, 2020,28, 2021, under the captions “Director Independence,” "Annual Election of Directors" and “Transactions with Related Persons.”
Item 14: Principal Accountant Fees and Services
The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual meeting of shareholders to be held April 29, 2020,28, 2021, under the caption “Audit Fees and Audit Committee Pre-Approval Policies and Procedures.”
PART IV
Item 15: Exhibits and Financial Statements Schedules
(a) Documents filed as part of this Form 10-K
| |
(1) | Financial Statements: see "Item 8: Financial Statements and Supplementary Data," on page 31(1) Financial Statements: see Item 8: Financial Statements and Supplementary Data, on pages 38 hereof, for a list of financial statements. Management's Annual Report on Internal Control Over Financial Reporting. |
| |
(2) | Financial Statement Schedules: the schedules listed in Rule 5-04 of Regulation S-X have been omitted because they are either not applicable or the required information is shown in the consolidated financial statements or notes thereto. |
| |
(3) | Exhibits Required by Item 601 of Regulation S-K: the information required by this Item 15(a)(3) of Form 10-K is set forth on the Exhibit Index that follows the Signatures page 64 of the Form 10-K. |
(2) Financial Statement Schedules: the schedules listed in Rule 5-04 of Regulation S-X have been omitted because they are either not applicable or the required information is shown in the consolidated financial statements or notes thereto.
(3) Exhibits Required by Item 601 of Regulation S-K: the information required by this Item 15(a)(3) of Form 10-K is set forth on the Exhibit Index that follows the Signatures page 74 of the Form 10-K.
Item 16: Form 10-K Summary
None.
None.
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
December 31, 2020, 2019 2018 and 2017
|
| | | | |
Page |
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING | |
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
FINANCIAL STATEMENTS | |
CONSOLIDATED STATEMENTS OF EARNINGS | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS | |
CONSOLIDATED BALANCE SHEETS | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of W.W. Grainger, Inc. (Grainger) is responsible for establishing and maintaining adequate internal control over financial reporting. Grainger's internal control system was designed to provide reasonable assurance to Grainger's management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements under all potential conditions. Therefore, effective internal control over financial reporting provides only reasonable, and not absolute, assurance with respect to the preparation and presentation of financial statements.
Grainger's management assessed the effectiveness of Grainger's internal control over financial reporting as of December 31, 2019,2020, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Based on its assessment under that framework and the criteria established therein, Grainger's management concluded that Grainger's internal control over financial reporting was effective as of December 31, 20192020.
.
Ernst & Young LLP, an independent registered public accounting firm, has audited Grainger's internal control over financial reporting as of December 31, 2019,2020, as stated in their report, which is included herein.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
W.W. Grainger, Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of W.W. Grainger, Inc. and subsidiariesSubsidiaries (the Company) as of December 31, 20192020 and 2018,2019, the related consolidated statements of earnings, comprehensive earnings, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2019,2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20192020 and 2018,2019, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019,2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 20, 202024, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
|
| | | | |
| Valuation of Goodwill for the Canadian Reporting Unit |
Description of the Matter | At December 31, 2019,2020, the Company’s CanadianGrainger Canada reporting unitunit’s goodwill balance was $126$129 million. As discussed in Notes 1 and 45 of the financial statements, goodwill is tested at the reporting unit level annually during the fourth quarter and more frequently if impairment indicators exist. Auditing management’s annualinterim quantitative goodwill impairment test performed during the second quarter was complex and highly judgmental due to the significant estimation required in assessing the fair value of the Canadian reporting unit. The fair value estimate was sensitive to significant assumptions such as the revenue growth expectations, future expected cash flows, and operating earnings, and discount rate, which are affected by expectations about future market or economic conditions. Management performed a qualitative analysis in the fourth quarter. |
How We Addressed the Matter in Our Audit | Our audit procedures included, among others obtaining an understanding, evaluating the design and testing the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. |
| To test the estimated fair value of the Company’s Canadian reporting unit, we performed audit procedures that included, among others, assessing methodologies and involving our valuation specialists to assist in testing the significant assumptions and testing the completeness and accuracy of the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends, changes to the Company’s business model, customer base or product mix, and other relevant factors. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. In addition, we reviewed the reconciliation of the fair value of the reporting units to the market capitalization of the Company. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2005.
Chicago, Illinois
February 20, 202024, 2021
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
W.W. Grainger, Inc. and Subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited W.W. Grainger, Inc. and subsidiaries’Subsidiaries’ internal control over financial reporting as of December 31, 2019,2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO Criteria). In our opinion, W.W Grainger, Inc. and subsidiariesSubsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 20192020 and 2018,2019, and the related consolidated statements of earnings, comprehensive earnings, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 20182020, and the related notes and our report dated February 20, 202024, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of effectiveness of the internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Chicago, Illinois
February 20, 2020
W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
(In millions, except for per share amounts)
| | | For the Years Ended December 31, | | For the Years Ended December 31, |
| 2019 | | 2018 | | 2017 | | 2020 | | 2019 | | 2018 |
Net sales | $ | 11,486 |
| | $ | 11,221 |
| | $ | 10,425 |
| Net sales | $ | 11,797 | | | $ | 11,486 | | | $ | 11,221 | |
Cost of goods sold | 7,089 |
| | 6,873 |
| | 6,327 |
| Cost of goods sold | 7,559 | | | 7,089 | | | 6,873 | |
Gross profit | 4,397 |
| | 4,348 |
| | 4,098 |
| Gross profit | 4,238 | | | 4,397 | | | 4,348 | |
Selling, general and administrative expenses | 3,135 |
| | 3,190 |
| | 3,063 |
| Selling, general and administrative expenses | 3,219 | | | 3,135 | | | 3,190 | |
Operating earnings | 1,262 |
| | 1,158 |
| | 1,035 |
| Operating earnings | 1,019 | | | 1,262 | | | 1,158 | |
Other (income) expense: | |
| | |
| | | Other (income) expense: | | | | |
| Interest expense, net | 79 |
| | 82 |
| | 86 |
| Interest expense, net | 93 | | | 79 | | | 82 | |
| Other, net | (26 | ) | | (5 | ) | | 13 |
| Other, net | (21) | | | (26) | | | (5) | |
Total other expense, net | 53 |
| | 77 |
| | 99 |
| Total other expense, net | 72 | | | 53 | | | 77 | |
Earnings before income taxes | 1,209 |
| | 1,081 |
|
| 936 |
| Earnings before income taxes | 947 | | | 1,209 | | | 1,081 | |
Income taxes | 314 |
| | 258 |
| | 313 |
| |
Income tax provision | | Income tax provision | 192 | | | 314 | | | 258 | |
Net earnings | 895 |
| | 823 |
| | 623 |
| Net earnings | 755 | | | 895 | | | 823 | |
Less: Net earnings attributable to noncontrolling interest | 46 |
| | 41 |
| | 37 |
| Less: Net earnings attributable to noncontrolling interest | 60 | | | 46 | | | 41 | |
Net earnings attributable to W.W. Grainger, Inc. | $ | 849 |
| | $ | 782 |
| | $ | 586 |
| Net earnings attributable to W.W. Grainger, Inc. | $ | 695 | | | $ | 849 | | | $ | 782 | |
Earnings per share: | |
| | |
| | | Earnings per share: | | | | | |
Basic | $ | 15.39 |
| | $ | 13.82 |
| | $ | 10.07 |
| Basic | $ | 12.88 | | | $ | 15.39 | | | $ | 13.82 | |
Diluted | $ | 15.32 |
| | $ | 13.73 |
| | $ | 10.02 |
| Diluted | $ | 12.82 | | | $ | 15.32 | | | $ | 13.73 | |
Weighted average number of shares outstanding: | |
| | |
| | |
| Weighted average number of shares outstanding: | | | | | |
Basic | 54.7 |
| | 56.1 |
| | 57.7 |
| Basic | 53.5 | | | 54.7 | | | 56.1 | |
Diluted | 54.9 |
| | 56.5 |
| | 58.0 |
| Diluted | 53.7 | | | 54.9 | | | 56.5 | |
The accompanying notes are an integral part of these financial statements.
W.W. Grainger, Inc. and Subsidiaries
The accompanying notes are an integral part of these financial statements.
W.W. Grainger, Inc. and Subsidiaries
W.W. Grainger, Inc. and Subsidiaries
The accompanying notes are an integral part of these consolidated financial statements.
W.W. Grainger, Inc. and Subsidiaries
The accompanying notes are an integral part of these financial statements.
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 Europe. In this report, the words “Company” or “Grainger” mean W.W. Grainger, Inc. and its subsidiaries.
The Consolidated Financial Statements (Financial Statements) include the accounts of the Company and its subsidiaries over which the Company exercises control. All significant intercompany transactions are eliminated from the consolidated financial statements. The Company has a controlling ownership interest in MonotaRO, Co., Ltd. (MonotaRO), the endless assortment business in Japan, with the residual representing the noncontrolling interest.
The preparation of the Company's consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions affecting reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates.
The U.S. dollar is the Company's reporting currency for all periods presented. The financial statements of the Company’s foreign operating subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of the Company’s foreign operating subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at average rates in effect during the period. Translation gains or losses are recorded as a separate component of other comprehensive earnings (losses).
The Company recognizes revenue when a sales arrangement with a customer exists (e.g., contract, purchase orders, others), the transaction price is fixed or determinable and the Company has satisfied its performance obligation per the sales arrangement.
The majority of Company revenue originates from contracts with a single performance obligation to deliver products, whereby performance obligations are satisfied when control of the product is transferred to the customer per the arranged shipping terms. Some Company contracts contain a combination of product sales and services, which are distinct and accounted for as separate performance obligations, and are satisfied when the services are rendered. Total service revenue is not material and accounted for approximately 1% of total Company revenue for the twelve months ended December 31, 2019.2020.
The Company’s revenue is measured at the determinable transaction price, net of any variable considerations granted to customers and any taxes collected from customers and subsequently remitted to governmental authorities. Variable considerations include rights to return product and sales incentives, which primarily consist of volume rebates. These variable considerations are estimated throughout the year based on various factors, including contract terms, historical experience and performance levels. Total accrued sales returns were approximately $25$31 million and $29$25 million as of December 31, 20192020 and 2018,2019, respectively, and are reported as a reduction of Accounts receivable, net. Total accrued sales incentives were approximately $57$58 million and $62$57 million as of December 31, 20192020 and 2018,2019, respectively, and are reported as part of Accrued expenses.
COGS includes the purchase cost of goods sold, net of vendor considerations, in-bound shipping and handling costs and service costs. The Company receives vendor considerations, such as rebates to promote their products, which are generally recorded as a reduction to COGS. Rebates earned from vendors that are based on product purchases are capitalized into inventory and rebates earned based on products sold are credited directly to COGS.
The Company measures all share-based payments using fair-value-based methods and records compensation expense on a straight line basis over the vesting periods, net of estimated forfeitures.
The Company recognizes tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. The Company recognizes interest expense and penalties to its tax uncertainties in the provision for income taxes.
The Company's Other comprehensive earnings (losses) include foreign currency translation adjustments and unrecognized gains (losses) on postretirement and other employment-related benefit plans. Accumulated other comprehensive earnings (losses) (AOCE) are presented separately as part of shareholders' equity.
The Company considers investments in highly liquid debt instruments, purchased with an original maturity of 90 days or less, to be cash equivalents.
The Company places temporary cash investments with institutions of high credit quality and, by policy, limits the amount of credit exposure to any one institution. Also, the Company has a broad customer base representing many diverse industries across North America, Japan and Europe. Consequently, no significant concentration of credit risk is considered to exist.
Company inventories primarily consist of merchandise purchased for resale, and they are valued at the lower of cost or net realizable value. The Company uses the last-in, first-out (LIFO) method to account for approximately 70%71% of total inventory and the first-in, first-out (FIFO) method for the remaining inventory. The Company regularly reviews inventory to evaluate continued demand and records provisions for the difference between excess and obsolete inventories and net realizable value. Estimated realizable value consider various variables, including product demand, aging and shelf life, market conditions, and liquidation or disposition history and values.
If FIFO had been used for all of the Company’s inventories, they would have been $426$446 million and $394$426 million higher than reported at December 31, 20192020 and December 31, 2018,2019, respectively. Concurrently, net earnings would have increased by $15 million and $24 million and $8 million, and decreased by $1 million for the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively.
Company property, buildings and equipment are valued at cost. Depreciation is estimated using the declining-balance, sum-of-the-years-digits and straight-line depreciation methodsmethod over the assets' useful lives as follows:
Property, buildings and equipment consisted of the following (in millions of dollars):
The balances and changes in Intangible assets - net are as follows (in millions of dollars):
The Company issues commercial paper from time to time for general working capital needs. At December 31, 2019,2020, there was 0ne outstanding.
The Company may redeem the Senior Notes in whole at any time or in part from time to time at a “make-whole” redemption price prior to their respective maturity dates. The redemption price is calculated by reference to the then-current yield on a U.S. treasury security with a maturity comparable to the remaining term of the Senior Notes plus 20-25 basis points, together with accrued and unpaid interest, if any, at the redemption date. Additionally, if the Company experiences specific kinds of changes in control, it will be required to make an offer to purchase the Senior Notes at 101% of their principal amount plus accrued and unpaid interest, if any, at the date of purchase. Within one year of the maturity date, the Company may redeem the Senior Notes in whole at any time or in part at 100% of their principal amount, together with accrued and unpaid interest, if any, to the redemption date.
Costs and discounts of approximately $24 million associated with the issuance of the Senior Notes, representing underwriting fees and other expenses, have been recorded as a contra-liability within Long-term debt and are being amortized to interest expense over the term of the Senior Notes.
The scheduled aggregate principal payments related to long-term debt, excluding debt issuance costs and the impact of derivatives, are due as follows (in millions of dollars):
The Company provides various retirement benefits to eligible employees, including contributions to defined contribution plans, pension benefits associated with defined benefit plans, postretirement medical benefits and other benefits. Eligibility requirements and benefit levels vary depending on employee location. Various foreign benefit plans cover employees in accordance with local legal requirements.
A majority of the Company's U.S. employees are covered by a noncontributory profit-sharing plan. The plan aligns Company contributions to Company performance and includes two components, a variable annual contribution based on the Company's rate of return on invested capital and an automatic contribution equal to 3% of the eligible employee's total eligible compensation. In addition, employees covered by the plan are also able to make personal contributions. The total Company contribution will be maintained at a minimum of 8% and a maximum of 18% of total eligible compensation paid to eligible employees. The total profit-sharing plan expense was $99 million, $113 million, and $164 million for 2020, 2019 and $120 million for 2019, 2018, and 2017, respectively.
The Company sponsors additional defined contribution plans available to certain U.S. and foreign employees for which contributions are made by the Company and participating employees. The expense associated with these defined contribution plans totaled $16 million, $19 million, and $13 million for 2020, 2019 and $18 million for 2019, 2018, and 2017, respectively.
The Company has a postretirement healthcare benefits plan that provides coverage for a majority of its U.S. employees hired prior to January 1, 2013, and their dependents should they elect to maintain such coverage upon retirement. Covered employees become eligible for participation when they qualify for retirement while working for the Company.
Participation in the plan is voluntary and requires participants to make contributions toward the cost of the plan, as determined by the Company.
The net periodic benefits costs were valued with a measurement date of January 1 for each year and August 31, 2017 remeasurement date and consisted of the following components (in millions of dollars):
Reconciliations of the beginning and ending balances of the postretirement benefit obligation,asset (obligation), which is calculated as of December 31 measurement date, the fair value of plan assets available for benefits and the funded status of the benefit obligationasset (obligation) follow (in millions of dollars):
The amounts recognized in AOCE consisted of the following (in millions of dollars):
The postretirement benefit obligation was determined by applying the terms of the plan and actuarial models. These models include various actuarial assumptions, including discount rates, long-term rates of return on plan assets, healthcare cost trend rate and cost-sharing between the Company and the retirees. The Company evaluates its actuarial assumptions on an annual basis and considers changes in these long-term factors based upon market conditions and historical experience. The actuarial gains recognized during the plan year are primarily related to changes in assumptions related to certain retiree coverage elections and health reimbursement arrangement (HRA) subsidy.
The following assumptions were used to determine net periodic benefit costs at January 1 of each year (excluding the August 31, 2017 remeasurement date):year:
The following assumptions were used to determine benefit obligations at December 31:
The discount rate assumptions reflect the rates available on high-quality fixed income debt instruments as of December 31, the measurement date of each year. These rates have been selected due to their similarity to the duration of the projected cash flows of the postretirement healthcare benefit plan. As of December 31, 2019,2020, the Company decreased the discount rate from 4.08%3.01% to 3.01%2.17% to reflect the decrease in the market interest rates at December 31, 2019.2020.
The Company reviews external data and its own historical trends for healthcare costs to determine the healthcare cost trend rates. As of December 31, 2019,2020, the initial healthcare cost trend rate was 6.06%5.81% for pre age 65. The
healthcare costs trend rates decline each year until reaching the ultimate trend rate of 2.50%4.50%. The plan amendment adopted in 2017 moves all post age 65 Medicare eligible retirees to an exchange and provides a subsidy to those retirees to purchase insurance. The amount of the subsidy is based on years of service and is indexed at 2.50% for grandfathered employees.
The Company has established a Group Benefit Trust (Trust) to fund the plan obligations and process benefit payments. In 2019, the Company liquidated previously held index funds and has temporarily invested all assets of the Trust in money market funds. TheIn 2020, the Company is in the process of transitioningtransitioned the Trust assets from money market funds into a liability driven investment solution composedwhich enhances the Trust's after-tax returns and de-risks the Company's exposure by more closely match-funding the underlying liability. This investment strategy reflects the long-term nature of growth assetsthe plan obligation and fixed income.seeks to reach a balanced allocation between Fixed Income securities and Equities of 65% and 35%, respectively. The plan's assets are stated at fair value, which represents the net asset value of shares held by the plan in the registered investment companies at the quoted market prices (Level 1 input) or at significant other observable inputs (Level 2 input). The plan assets available for benefits are net of Trust liabilities, primarily related to deferred income taxes and taxes payable at December 31 (in millions of dollars):
Consistent with the new investment strategy, the after-tax expected long-term rates of return on plan assets of 4.00% at December 31, 20192020 is based on the historical average of long-term rates of return and an estimated tax rate. The required use of an expected long-term rate of return on plan assets may result in recognition of income that is greater or lower than the actual return on plan assets in any given year. Over time, however, the expected long-term returns are designed to approximate the actual long-term returns and, therefore, result in a pattern of income recognition that more closely matches the pattern of the services provided by the employees.
The Company's investment policies include periodic reviews by management and trustees at least annually concerning: (1) the allocation of assets among various asset classes (e.g., domestic stocks, international stocks, short-term bonds, long-term bonds, etc.); (2) the investment performance of the assets, including performance comparisons with appropriate benchmarks; (3) investment guidelines and other matters of investment policy and (4) the hiring, dismissal or retention of investment managers.
The Company forecasts the following benefit payments related to postretirement (which include a projection for expected future employee service) for the next ten years (in millions of dollars):
Earnings (losses) before income taxes by geographical area consisted of the following (in millions of dollars):
The income tax effects of temporary differences that gave rise to the net deferred tax asset (liability) as of December 31, 20192020 and 20182019 were as follows (in millions of dollars):
has recorded a valuation allowance, which represents a provision for uncertainty as to the realization of the tax benefits of these carryforwards and deferred tax assets that may not be realized. The Company's valuation allowance changed as follows (in millions of dollars):
A reconciliation of income tax expense with federal income taxes at the statutory rate follows (in millions of dollars):
The Company recognizes in the financial statements a provision for tax uncertainties, resulting from application of complex tax regulations in multiple tax jurisdictions. The changes in the liability for tax uncertainties, excluding interest, are as follows (in millions of dollars):
The Company classifies the liability for tax uncertainties in deferred income taxes and tax uncertainties. Included in
changes in the timing of deductibility of these items would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authorities to an earlier period. Excluding the timing items, the remaining amounts would affect the annual tax rate. In 2019,2020, the changes to tax positions related generally to the tax losses on the Company’s investment in Fabory along with impact of expiring statutes, conclusion of audits and audit settlements. Estimated interest and penalties were not material.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Intersegment transfer prices are established at external selling prices, less costs not incurred due to a related party sale. The segment results include certain centrally incurred costs for shared services that are charged to the segments based upon the relative level of service used by each operating segment.
Unallocated amounts include corporate-level support and administrative expenses, corporate-level assets consisting primarily of cash, property, buildings and equipment and intersegment eliminations and other adjustments. Unallocated expenses and assets are not included in any reportable segment.
Assets for reportable segments include net accounts receivable and first-in, first-out inventory, which are reported to the Company's Chief Operating Decision Maker. Long-lived assets consist of property, buildings, equipment, capitalized software and ROU assets of $223 million as of December 31, 2019.assets.
Depreciation and amortization presented above includes depreciation of long-lived assets and amortization of capitalized software.
From time to time the Company is involved in various legal and administrative proceedings that are incidental to its business, including claims related to product liability, general negligence, contract disputes, environmental issues, unclaimed property, wage and hour laws, intellectual property, employment practices, regulatory compliance or other matters and actions brought by employees, consumers, competitors, suppliers, customers, governmental entities and other third parties. For example, as previously disclosed, beginning in the fourth quarter of 2019, Grainger, hasKMCO, 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 LLC chemical refinery located in Crosby, Harris County.County, Texas on April 2, 2019. The complaints seek recovery of compensatory and other damages and relief. 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. 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. On December 16, 2020, KMCO filed a product liability-related lawsuit relating to the KMCO chemical refinery incident against Grainger and another defendant in the Harris County, Texas District Court, which seeks unspecified damages. Grainger is investigating each of the various claims, which are at an early stage, 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 or to pricing compliance. While the Company is unable to predict the outcome of any of these matters, it is not expected that the ultimate resolution of any of these matters will have, either individually or in the aggregate, a material adverse effect on the Company's consolidated financial position or results of operations.
From time to time, the Company has also been named, along with numerous other nonaffiliated companies, as a 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, and 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 these proceedings, it believes that the ultimate resolution will not have, either individually or in the aggregate, a material adverse effect on the Company’s consolidated financial positioncondition or results of operations.