UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March 31,~~September 30, 2023

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

For the transition period from ______ to _______

Commission file number 1-5684

W.W. Grainger, Inc.

(Exact name of registrant as specified in its charter)

Illinois

36-1150280

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

100 Grainger Parkway

Lake Forest,

Illinois

60045-5201

(Address of principal executive offices)

(Zip Code)

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

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


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

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

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

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

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐ No ☒

There ~~were~~ we~~50,166,964~~re 49,634,150 shares of the Company’s Common Stock outstanding as of ~~April 20, 2023.~~October 19, 2023.


	TABLE OF CONTENTS
		Page
	PART I - FINANCIAL INFORMATION

Item 1:	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Earnings for the Three and Nine Months Ended ~~March 31,~~September 30, 2023 and 2022	3
	Condensed Consolidated Statements of Comprehensive Earnings for the Three and Nine Months Ended ~~March 31,~~September 30, 2023 and 2022	4
	Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2023 and December 31, 2022	5
	Condensed Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2023 and 2022	6
	Condensed Consolidated Statements of Shareholders' Equity for the Three and Nine Months Ended ~~March 31,~~September 30, 2023 and 2022	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	2326
Item 4:	Controls and Procedures	2326

	PART II - OTHER INFORMATION

Item 1:	Legal Proceedings	2427
Item 1A:	Risk Factors	2427
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	2427
Item 5:	Other Information	27
Item 6:	Exhibits	2528
Signatures		2629

PART I – FINANCIAL INFORMATION

Item 1: Financial Statements

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

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

(Unaudited)


		Three Months Ended				Three Months Ended				Nine Months Ended
		March 31,				September 30,				September 30,
		2023		2022				2023		2022		2023		2022
Net sales	Net sales	$	4,091	$	3,647		Net sales	$	4,208	$	3,942	$	12,481	$	11,426
Cost of goods sold	Cost of goods sold	2,457		2,264			Cost of goods sold	2,553		2,423		7,548		7,083
Gross profit	Gross profit	1,634		1,383			Gross profit	1,655		1,519		4,933		4,343
Selling, general and administrative expenses	Selling, general and administrative expenses	954		849			Selling, general and administrative expenses	988		916		2,925		2,672
Operating earnings	Operating earnings	680		534			Operating earnings	667		603		2,008		1,671
Other (income) expense:	Other (income) expense:						Other (income) expense:
Interest expense – net	Interest expense – net	24		23			Interest expense – net	22		25		70		70
Other – net	Other – net	(6)		(6)			Other – net	(7)		(9)		(21)		(20)
Total other expense – net	Total other expense – net	18		17			Total other expense – net	15		16		49		50
Earnings before income taxes	Earnings before income taxes	662		517			Earnings before income taxes	652		587		1,959		1,621
Income tax provision	Income tax provision	154		132			Income tax provision	159		145		468		405
Net earnings	Net earnings	508		385			Net earnings	493		442		1,491		1,216
Less net earnings attributable to noncontrolling interest	Less net earnings attributable to noncontrolling interest	20		19			Less net earnings attributable to noncontrolling interest	17		16		57		53
Net earnings attributable to W.W. Grainger, Inc.	Net earnings attributable to W.W. Grainger, Inc.	$	488	$	366		Net earnings attributable to W.W. Grainger, Inc.	$	476	$	426	$	1,434	$	1,163
Earnings per share:	Earnings per share:						Earnings per share:
Basic	Basic	$	9.66	$	7.11		Basic	$	9.47	$	8.31	$	28.45	$	22.64
Diluted	Diluted	$	9.61	$	7.07		Diluted	$	9.43	$	8.27	$	28.32	$	22.52
Weighted average number of shares outstanding:	Weighted average number of shares outstanding:						Weighted average number of shares outstanding:
Basic	Basic	50.2		51.1			Basic	49.9		50.8		50.1		51.0
Diluted	Diluted	50.5		51.4			Diluted	50.1		51.1		50.3		51.3

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

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In millions of dollars)

(Unaudited)


		Three Months Ended				Three Months Ended		Nine Months Ended
		March 31,				September 30,		September 30,
		2023		2022				2023		2022		2023		2022
Net earnings	Net earnings	$	508	$	385		Net earnings	$	493	$	442	$	1,491	1,216
Other comprehensive earnings (losses):	Other comprehensive earnings (losses):						Other comprehensive earnings (losses):
Foreign currency translation adjustments – net of reclassification to earnings	Foreign currency translation adjustments – net of reclassification to earnings	2		(26)			Foreign currency translation adjustments – net of reclassification to earnings	(39)		(71)		(69)		(180)

Postretirement benefit plan losses and other – net of tax benefit of $1,and $1, respectively		(3)		(3)
Postretirement benefit plan losses and other – net of tax benefit of $1, $2, $3 and $4, respectively							Postretirement benefit plan losses and other – net of tax benefit of $1, $2, $3 and $4, respectively	(3)		(3)		(9)		(10)

Total other comprehensive earnings (losses)	Total other comprehensive earnings (losses)	(1)		(29)			Total other comprehensive earnings (losses)	(42)		(74)		(78)		(190)
Comprehensive earnings – net of tax	Comprehensive earnings – net of tax	507		356			Comprehensive earnings – net of tax	451		368		1,413		1,026
Less comprehensive earnings (losses) attributable to noncontrolling interest	Less comprehensive earnings (losses) attributable to noncontrolling interest						Less comprehensive earnings (losses) attributable to noncontrolling interest
Net earnings	Net earnings	20		19			Net earnings	17		16		57		53
Foreign currency translation adjustments	Foreign currency translation adjustments	(5)		(16)			Foreign currency translation adjustments	(7)		(14)		(39)		(61)
Total comprehensive earnings (losses) attributable to noncontrolling interest	Total comprehensive earnings (losses) attributable to noncontrolling interest	15		3			Total comprehensive earnings (losses) attributable to noncontrolling interest	10		2		18		(8)
Comprehensive earnings attributable to W.W. Grainger, Inc.	Comprehensive earnings attributable to W.W. Grainger, Inc.	$	492	$	353		Comprehensive earnings attributable to W.W. Grainger, Inc.	$	441	$	366	$	1,395	$	1,034

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

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

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


		As of					As of
Assets	Assets	(Unaudited) March 31, 2023		December 31, 2022		Assets	(Unaudited) September 30, 2023		December 31, 2022
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	461	$	325	Cash and cash equivalents	$	601	$	325
Accounts receivable (less allowances for credit losses of $38 and $36, respectively)		2,294		2,133
Accounts receivable (less allowances for credit losses of $38 and $36, respectively)						Accounts receivable (less allowances for credit losses of $38 and $36, respectively)	2,444		2,133
Inventories – net	Inventories – net	2,252		2,253		Inventories – net	2,196		2,253
Prepaid expenses and other current assets	Prepaid expenses and other current assets	183		266		Prepaid expenses and other current assets	171		266

Total current assets	Total current assets	5,190		4,977		Total current assets	5,412		4,977
Property, buildings and equipment – net	Property, buildings and equipment – net	1,468		1,461		Property, buildings and equipment – net	1,543		1,461

Goodwill	Goodwill	370		371		Goodwill	364		371
Intangibles – net	Intangibles – net	234		232		Intangibles – net	238		232
Operating lease right-of-use	Operating lease right-of-use	386		367		Operating lease right-of-use	413		367
Other assets	Other assets	177		180		Other assets	170		180
Total assets	Total assets	$	7,825	$	7,588	Total assets	$	8,140	$	7,588

Liabilities and shareholders' equity	Liabilities and shareholders' equity					Liabilities and shareholders' equity
Current liabilities	Current liabilities					Current liabilities

Current maturities	Current maturities	$	37	$	35	Current maturities	$	34	$	35
Trade accounts payable	Trade accounts payable	1,074		1,047		Trade accounts payable	1,067		1,047
Accrued compensation and benefits	Accrued compensation and benefits	230		334		Accrued compensation and benefits	297		334

Operating lease liability	Operating lease liability	65		68		Operating lease liability	73		68
Accrued expenses	Accrued expenses	372		474		Accrued expenses	403		474
Income taxes payable	Income taxes payable	146		52		Income taxes payable	24		52
Total current liabilities	Total current liabilities	1,924		2,010		Total current liabilities	1,898		2,010
Long-term debt	Long-term debt	2,278		2,284		Long-term debt	2,260		2,284
Long-term operating lease liability	Long-term operating lease liability	340		318		Long-term operating lease liability	361		318
Deferred income taxes and tax uncertainties	Deferred income taxes and tax uncertainties	129		121		Deferred income taxes and tax uncertainties	135		121
Other non-current liabilities	Other non-current liabilities	109		120		Other non-current liabilities	104		120
Shareholders' equity	Shareholders' equity					Shareholders' equity
Cumulative preferred stock – $5 par value – 12,000,000 shares authorized; none issued or outstanding	Cumulative preferred stock – $5 par value – 12,000,000 shares authorized; none issued or outstanding	—		—		Cumulative preferred stock – $5 par value – 12,000,000 shares authorized; none issued or outstanding	—		—
Common Stock – $0.50 par value – 300,000,000 shares authorized; 109,659,219 shares issued	Common Stock – $0.50 par value – 300,000,000 shares authorized; 109,659,219 shares issued	55		55		Common Stock – $0.50 par value – 300,000,000 shares authorized; 109,659,219 shares issued	55		55
Additional contributed capital	Additional contributed capital	1,324		1,310		Additional contributed capital	1,343		1,310
Retained earnings	Retained earnings	11,101		10,700		Retained earnings	11,859		10,700
Accumulated other comprehensive losses	Accumulated other comprehensive losses	(176)		(180)		Accumulated other comprehensive losses	(219)		(180)
Treasury stock, at cost – 59,502,483 and 59,402,896 shares, respectively		(9,569)		(9,445)
Treasury stock, at cost – 59,937,912 and 59,402,896 shares, respectively						Treasury stock, at cost – 59,937,912 and 59,402,896 shares, respectively	(9,948)		(9,445)
Total W.W. Grainger, Inc. shareholders’ equity	Total W.W. Grainger, Inc. shareholders’ equity	2,735		2,440		Total W.W. Grainger, Inc. shareholders’ equity	3,090		2,440
Noncontrolling interest	Noncontrolling interest	310		295		Noncontrolling interest	292		295
Total shareholders' equity	Total shareholders' equity	3,045		2,735		Total shareholders' equity	3,382		2,735
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	7,825	$	7,588	Total liabilities and shareholders' equity	$	8,140	$	7,588

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

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of dollars)

(Unaudited)


		Three Months Ended					Nine Months Ended
		March 31,					September 30,
		2023		2022			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net earnings	Net earnings	$	508	$	385	Net earnings	$	1,491	$	1,216
Adjustments to reconcile net earnings to net cash provided by operating activities:	Adjustments to reconcile net earnings to net cash provided by operating activities:					Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for credit losses	Provision for credit losses	4		4		Provision for credit losses	15		13
Deferred income taxes and tax uncertainties	Deferred income taxes and tax uncertainties	10		7		Deferred income taxes and tax uncertainties	20		20
Depreciation and amortization	Depreciation and amortization	51		52		Depreciation and amortization	162		159

Net (gains) losses from sale of assets						Net (gains) losses from sale of assets	(4)		1
Stock-based compensation	Stock-based compensation	12		9		Stock-based compensation	49		38

Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Accounts receivable	Accounts receivable	(162)		(263)		Accounts receivable	(351)		(487)
Inventories	Inventories	4		(65)		Inventories	42		(253)
Prepaid expenses and other assets	Prepaid expenses and other assets	74		(39)		Prepaid expenses and other assets	104		(39)
Trade accounts payable	Trade accounts payable	53		228		Trade accounts payable	55		261
Accrued liabilities	Accrued liabilities	(198)		(53)		Accrued liabilities	(106)		51
Income taxes – net	Income taxes – net	102		86		Income taxes – net	(34)		8
Other non-current liabilities	Other non-current liabilities	(4)		(8)		Other non-current liabilities	(16)		(15)

Net cash provided by operating activities	Net cash provided by operating activities	454		343		Net cash provided by operating activities	1,427		973
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures	Capital expenditures	(98)		(57)		Capital expenditures	(318)		(208)
Proceeds from sale of assets	Proceeds from sale of assets	2		—		Proceeds from sale of assets	11		7

Other – net						Other – net	—		(11)

Net cash used in investing activities	Net cash used in investing activities	(96)		(57)		Net cash used in investing activities	(307)		(212)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Proceeds from debt	Proceeds from debt	6		—		Proceeds from debt	7		1
Payments of debt	Payments of debt	(18)		—		Payments of debt	(37)		—
Proceeds from stock options exercised	Proceeds from stock options exercised	23		6		Proceeds from stock options exercised	29		21
Payments for employee taxes withheld from stock awards	Payments for employee taxes withheld from stock awards	(3)		(2)		Payments for employee taxes withheld from stock awards	(32)		(22)
Purchases of treasury stock	Purchases of treasury stock	(142)		(79)		Purchases of treasury stock	(506)		(383)
Cash dividends paid	Cash dividends paid	(87)		(84)		Cash dividends paid	(300)		(285)
Other – net		(3)		—

Net cash used in financing activities	Net cash used in financing activities	(224)		(159)		Net cash used in financing activities	(839)		(668)
Exchange rate effect on cash and cash equivalents	Exchange rate effect on cash and cash equivalents	2		(4)		Exchange rate effect on cash and cash equivalents	(5)		(19)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	136		123		Net change in cash and cash equivalents	276		74
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	325		241		Cash and cash equivalents at beginning of year	325		241
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	461	$	364	Cash and cash equivalents at end of period	$	601	$	315

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

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

(Unaudited)


		Common Stock		Additional Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Earnings (Losses)		Treasury Stock		Noncontrolling Interest		Total			Common Stock		Additional Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Earnings (Losses)		Treasury Stock		Noncontrolling Interest		Total
Balance at January 1, 2022	Balance at January 1, 2022	$	55	$	1,270	$	9,500	$	(96)	$	(8,855)	$	286	$	2,160	Balance at January 1, 2022	$	55	$	1,270	$	9,500	$	(96)	$	(8,855)	$	286	$	2,160
Stock-based compensation	Stock-based compensation	—		10		—		—		3		—		13		Stock-based compensation	—		10		—		—		3		—		13
Purchases of treasury stock	Purchases of treasury stock	—		—		—		—		(75)		—		(75)		Purchases of treasury stock	—		—		—		—		(75)		—		(75)
Net earnings	Net earnings	—		—		366		—		—		19		385		Net earnings	—		—		366		—		—		19		385
Other comprehensive earnings (losses)	Other comprehensive earnings (losses)	—		—		—		(13)		—		(16)		(29)		Other comprehensive earnings (losses)	—		—		—		(13)		—		(16)		(29)

Cash dividends paid ($1.62 per share)	Cash dividends paid ($1.62 per share)	—		—		(84)		—		—		—		(84)		Cash dividends paid ($1.62 per share)	—		—		(84)		—		—		—		(84)
Balance at March 31, 2022	Balance at March 31, 2022	$	55	$	1,280	$	9,782	$	(109)	$	(8,927)	$	289	$	2,370	Balance at March 31, 2022	$	55	$	1,280	$	9,782	$	(109)	$	(8,927)	$	289	$	2,370
Stock-based compensation																Stock-based compensation	—		7		—		—		2		1		10
Purchases of treasury stock																Purchases of treasury stock	—		—		—		—		(117)		(1)		(118)
Net earnings																Net earnings	—		—		371		—		—		18		389
Other comprehensive earnings (losses)																Other comprehensive earnings (losses)	—		—		—		(56)		—		(31)		(87)

Cash dividends paid ($1.72 per share)																Cash dividends paid ($1.72 per share)	—		—		(87)		—		—		(12)		(99)
Balance at June 30, 2022																Balance at June 30, 2022	$	55	$	1,287	$	10,066	$	(165)	$	(9,042)	$	264	$	2,465
Stock-based compensation																Stock-based compensation	$	—	$	12	$	—	$	—	$	3	$	—	$	15
Purchases of treasury stock																Purchases of treasury stock	—		—		—		—		(184)		—		(184)
Net earnings																Net earnings	—		—		426		—		—		16		442
Other comprehensive earnings (losses)																Other comprehensive earnings (losses)	—		—		—		(60)		—		(14)		(74)
Cash dividends paid ($1.72 per share)																Cash dividends paid ($1.72 per share)	—		—		(90)		—		—		(12)		(102)
Balance at September 30, 2022																Balance at September 30, 2022	$	55	$	1,299	$	10,402	$	(225)	$	(9,223)	$	254	$	2,562

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

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

(Unaudited)


		Common Stock		Additional Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Earnings (Losses)		Treasury Stock		Noncontrolling Interest		Total			Common Stock		Additional Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Earnings (Losses)		Treasury Stock		Noncontrolling Interest		Total
Balance at January 1, 2023	Balance at January 1, 2023	$	55	$	1,310	$	10,700	$	(180)	$	(9,445)	$	295	$	2,735	Balance at January 1, 2023	$	55	$	1,310	$	10,700	$	(180)	$	(9,445)	$	295	$	2,735
Stock-based compensation	Stock-based compensation	—		14		—		—		18		—		32		Stock-based compensation	—		14		—		—		18		—		32
Purchases of treasury stock	Purchases of treasury stock	—		—		—		—		(142)		—		(142)		Purchases of treasury stock	—		—		—		—		(142)		—		(142)
Net earnings	Net earnings	—		—		488		—		—		20		508		Net earnings	—		—		488		—		—		20		508
Other comprehensive earnings (losses)	Other comprehensive earnings (losses)	—		—		—		4		—		(5)		(1)		Other comprehensive earnings (losses)	—		—		—		4		—		(5)		(1)

Cash dividends paid ($1.72 per share)	Cash dividends paid ($1.72 per share)	—		—		(87)		—		—		—		(87)		Cash dividends paid ($1.72 per share)	—		—		(87)		—		—		—		(87)
Balance at March 31, 2023	Balance at March 31, 2023	$	55	$	1,324	$	11,101	$	(176)	$	(9,569)	$	310	$	3,045	Balance at March 31, 2023	$	55	$	1,324	$	11,101	$	(176)	$	(9,569)	$	310	$	3,045
Stock-based compensation																Stock-based compensation	—		7		—		—		(7)		2		2
Purchases of treasury stock																Purchases of treasury stock	—		—		—		—		(168)		—		(168)
Net earnings																Net earnings	—		—		470		—		—		20		490
Other comprehensive earnings (losses)																Other comprehensive earnings (losses)	—		—		—		(8)		—		(27)		(35)

Cash dividends paid ($1.86 per share)																Cash dividends paid ($1.86 per share)	—		—		(94)		—		—		(13)		(107)
Balance at June 30, 2023																Balance at June 30, 2023	$	55	$	1,331	$	11,477	$	(184)	$	(9,744)	$	292	$	3,227
Stock-based compensation																Stock-based compensation	—		13		—		—		(1)		—		12
Purchases of treasury stock																Purchases of treasury stock	—		—		—		—		(203)		(1)		(204)
Net earnings																Net earnings	—		—		476		—		—		17		493
Other comprehensive earnings (losses)																Other comprehensive earnings (losses)	—		—		—		(35)		—		(7)		(42)
Capital contribution																Capital contribution	—		(1)		—		—		—		3		2
Cash dividends paid ($1.86 per share)																Cash dividends paid ($1.86 per share)	—		—		(94)		—		—		(12)		(106)
Balance at September 30, 2023																Balance at September 30, 2023	$	55	$	1,343	$	11,859	$	(219)	$	(9,948)	$	292	$	3,382

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

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation

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

The Condensed Consolidated Balance Sheet at December 31, 2022, has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 21, 2023 (2022 Form 10-K).

There were no material changes to the Company’s significant accounting policies from those disclosed in Note 1 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Company's 2022 Form 10-K.

~~W.W. Grainger, Inc. and Subsidiaries~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

NOTE 2 - REVENUE

Grainger serves a large number of customers in diverse industries, which are subject to different economic and market-specific factors. The Company's revenue is primarily comprised of MRO product sales and related activities.

The Company's presentation of revenue by segment and industry most reasonably depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic and market-specific factors. In addition, the segments have unique underlying risks associated with customer purchasing behaviors. In the High-Touch Solutions N.A. segment, more than two-thirds of revenue is derived from customer contracts whereas in the Endless Assortment segment, a majority of revenue is derived f~~rom~~from non-contractual purchases.

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

Three Months Ended March 31,
2023
2022(1)
High-Touch Solutions N.A. Endless Assortment
Total Company(2)
High-Touch Solutions N.A. Endless Assortment
Total Company(2)
Commercial Services 7 % 12 % 8 % 7 % 13 % 8 %
Contractors 5 % 12 % 6 % 5 % 12 % 6 %
Government 18 % 3 % 15 % 17 % 4 % 14 %
Healthcare 7 % 2 % 6 % 8 % 2 % 6 %
Manufacturing 31 % 30 % 31 % 31 % 30 % 31 %
Retail 4 % 4 % 4 % 4 % 4 % 4 %
Transportation 4 % 2 % 4 % 4 % 2 % 4 %
Utilities 3 % 2 % 3 % 3 % 2 % 3 %
Warehousing 4 % — % 3 % 5 % — % 4 %
Wholesale 7 % 17 % 9 % 7 % 15 % 9 %
Other(3)
10 % 16 % 11 % 9 % 16 % 11 %
Total net sales 100 % 100 % 100 % 100 % 100 % 100 %
Percent of total company revenue 81 % 18 % 100 % 79 % 19 % 100 %
(1) Customer industry results for March 31, 2022 were reclassified to reflect the Company's current year classifications, which primarily uses the North American Industry Classification System (NAICS) beginning January 1, 2023.
(2) Total Company includes other businesses, which includes the Cromwell business. Other businesses account for approximately 1% and 2% of revenue for the three months ended March 31, 2023 and 2022, respectively.
(3) Other primarily includes revenue from industries and customers that are not material individually, including hospitality, restaurants, property management and natural resources.

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~Total accrued sales incentives are recorded in Accrued expenses and were approximately $92 million~~ ~~and $102 million as of March 31, 2023 and December 31, 2022, respectively.~~(Unaudited)

~~The Company had no material~~ ~~unsatisfied performance obligations, contract assets or liabilities as of March 31, 2023 and December 31, 2022.~~


	Three Months Ended September 30,
	2023						2022(1)
	High-Touch Solutions N.A.		Endless Assortment		Total Company(2)		High-Touch Solutions N.A.		Endless Assortment		Total Company(2)
Commercial Services	7	%	12	%	8	%	7	%	13	%	8	%
Contractors	5	%	12	%	6	%	5	%	12	%	6	%
Government	19	%	3	%	16	%	18	%	3	%	15	%
Healthcare	7	%	2	%	6	%	7	%	2	%	6	%
Manufacturing	30	%	30	%	30	%	31	%	30	%	30	%
Retail	4	%	4	%	4	%	4	%	4	%	4	%
Transportation	5	%	2	%	4	%	4	%	2	%	4	%
Utilities	3	%	2	%	2	%	3	%	2	%	3	%
Warehousing	4	%	—	%	4	%	5	%	—	%	4	%
Wholesale	7	%	17	%	9	%	7	%	16	%	9	%
Other(3)	9	%	16	%	11	%	9	%	16	%	11	%
Total net sales	100	%	100	%	100	%	100	%	100	%	100	%
Percent of total company revenue	81	%	17	%	100	%	81	%	18	%	100	%

(1) Customer industry results for the three months ended September 30, 2022 were reclassified to reflect the Company's current year classifications, which primarily uses the North American Industry Classification System (NAICS) beginning January 1, 2023.
(2) Total Company includes other businesses, which includes the Cromwell business. Other businesses account for approximately 2% and 1% of total Company revenue for the three months ended September 30, 2023 and 2022, respectively.
(3) Other primarily includes revenue from industries and customers that are not material individually, including hospitality, restaurants, property management and natural resources.

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Nine Months Ended September 30,
	2023						2022(1)
	High-Touch Solutions N.A.		Endless Assortment		Total Company(2)		High-Touch Solutions N.A.		Endless Assortment		Total Company(2)
Commercial Services	7	%	12	%	8	%	7	%	13	%	8	%
Contractors	5	%	12	%	6	%	5	%	12	%	6	%
Government	20	%	3	%	16	%	18	%	3	%	15	%
Healthcare	7	%	2	%	6	%	7	%	2	%	6	%
Manufacturing	30	%	30	%	30	%	31	%	30	%	31	%
Retail	4	%	4	%	4	%	4	%	4	%	4	%
Transportation	4	%	2	%	4	%	4	%	2	%	4	%
Utilities	3	%	2	%	3	%	3	%	2	%	3	%
Warehousing	4	%	1	%	3	%	5	%	—	%	4	%
Wholesale	7	%	16	%	9	%	7	%	16	%	8	%
Other(3)	9	%	16	%	11	%	9	%	16	%	11	%
Total net sales	100	%	100	%	100	%	100	%	100	%	100	%
Percent of total company revenue	81	%	18	%	100	%	80	%	18	%	100	%

(1) Customer industry results for the nine months ended September 30, 2022 were reclassified to reflect the Company's current year classifications, which primarily uses the North American Industry Classification System (NAICS) beginning January 1, 2023.
(2) Total Company includes other businesses, which includes the Cromwell business. Other businesses account for approximately 1% and 2% of total Company revenue for the nine months ended September 30, 2023 and 2022.
(3) Other primarily includes revenue from industries and customers that are not material individually, including hospitality, restaurants, property management and natural resources.

Total accrued sales incentives are recorded in Accrued expenses and were approximately $116 million and $102 million as of September 30, 2023 and December 31, 2022, respectively.

The Company had no material unsatisfied performance obligations, contract assets or liabilities as of September 30, 2023 and December 31, 2022.

NOTE 3 - PROPERTY, BUILDINGS AND EQUIPMENT

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


		As of					As of
		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Land and land improvements	Land and land improvements	$	319	$	318	Land and land improvements	$	362	$	318
Building, structures and improvements	Building, structures and improvements	1,432		1,463		Building, structures and improvements	1,411		1,463
Furniture, fixtures, machinery and equipment	Furniture, fixtures, machinery and equipment	1,708		1,662		Furniture, fixtures, machinery and equipment	1,802		1,662
Property, buildings and equipment	Property, buildings and equipment	$	3,459	$	3,443	Property, buildings and equipment	$	3,575	$	3,443
Less accumulated depreciation and amortization		1,991		1,982
Less accumulated depreciation						Less accumulated depreciation	2,032		1,982
Property, buildings and equipment – net	Property, buildings and equipment – net	$	1,468	$	1,461	Property, buildings and equipment – net	$	1,543	$	1,461

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS

The Company did not identify any significant events or changes in circumstances that indicated the existence of impairment indicators during the three and nine months ended ~~March 31,~~September 30, 2023. As such, quantitative assessments were not required.

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


		High-Touch Solutions N.A.		Endless Assortment		Other		Total			High-Touch Solutions N.A.		Endless Assortment		Total
Balance at January 1, 2022	Balance at January 1, 2022	$	321	$	63	$	—	$	384	Balance at January 1, 2022	$	321	$	63	$	384

Translation	Translation	(8)		(5)		—		(13)		Translation	(8)		(5)		(13)
Balance at December 31, 2022	Balance at December 31, 2022	313		58		—		371		Balance at December 31, 2022	313		58		371

Translation	Translation	—		(1)		—		(1)		Translation	(1)		(6)		(7)
Balance at March 31, 2023		$	313	$	57	$	—	$	370
Balance at September 30, 2023										Balance at September 30, 2023	$	312	$	52	$	364

The ~~aggregate~~Company's cumulative goodwill impairments as of ~~March~~September 30, 2023 were $137 million. No goodwill impairments were recorded for the nine months ended September 30, 2023 or the twelve months ended December 31, ~~2023, was $137 million and consisted of $32 million within High-Touch Solutions N.A. and $105 million in Other.~~2022.

The balances and changes in intangible assets – net are as follows (in millions of dollars):


			As of														As of
			March 31, 2023						December 31, 2022								September 30, 2023						December 31, 2022
		Weighted average life	Gross carrying amount		Accumulated amortization/impairment		Net carrying amount		Gross carrying amount		Accumulated amortization/impairment		Net carrying amount			Weighted average life	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Customer lists and relationships	Customer lists and relationships	11.7 years	$	217	$	183	$	34	$	217	$	181	$	36	Customer lists and relationships	11.7 years	$	214	$	184	$	30	$	217	$	181	$	36
Trademarks, trade names and other	Trademarks, trade names and other	14.4 years	32		23		9		32		22		10		Trademarks, trade names and other	14.4 years	32		24		8		32		22		10
Non-amortized trade names and other	Non-amortized trade names and other	Indefinite	22		—		22		22		—		22		Non-amortized trade names and other	Indefinite	19		—		19		22		—		22
Capitalized software	Capitalized software	4.2 years	597		428		169		580		416		164		Capitalized software	4.2 years	632		451		181		580		416		164
Total intangible assets	Total intangible assets	6.9 years	$	868	$	634	$	234	$	851	$	619	$	232	Total intangible assets	6.7 years	$	897	$	659	$	238	$	851	$	619	$	232

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 5 - DEBT

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


		As of									As of
		March 31, 2023				December 31, 2022					September 30, 2023				December 31, 2022
		Carrying Value		Fair Value		Carrying Value		Fair Value			Carrying Value		Fair Value		Carrying Value		Fair Value
4.60% senior notes due 2045	4.60% senior notes due 2045	$	1,000	$	959	$	1,000	$	916	4.60% senior notes due 2045	$	1,000	$	857	$	1,000	$	916
1.85% senior notes due 2025	1.85% senior notes due 2025	500		476		500		470		1.85% senior notes due 2025	500		475		500		470
4.20% senior notes due 2047	4.20% senior notes due 2047	400		357		400		338		4.20% senior notes due 2047	400		328		400		338
3.75% senior notes due 2046	3.75% senior notes due 2046	400		332		400		317		3.75% senior notes due 2046	400		299		400		317

Japanese yen term loan		56		56		69		69
MonotaRO term loan										MonotaRO term loan	34		34		69		69

Other	Other	(20)		(20)		(29)		(29)		Other	(21)		(21)		(29)		(29)
Subtotal	Subtotal	2,336		2,160		2,340		2,081		Subtotal	2,313		1,972		2,340		2,081
Less current maturities	Less current maturities	(37)		(37)		(35)		(35)		Less current maturities	(34)		(34)		(35)		(35)

Debt issuance costs and discounts – net of amortization	Debt issuance costs and discounts – net of amortization	(21)		(21)		(21)		(21)		Debt issuance costs and discounts – net of amortization	(19)		(19)		(21)		(21)
Long-term debt	Long-term debt	$	2,278	$	2,102	$	2,284	$	2,025	Long-term debt	$	2,260	$	1,919	$	2,284	$	2,025

Senior Notes

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

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

The Company uses interest rate swaps to manage the risks associated with its 1.85% Senior Notes. These swaps were designated for hedge accounting treatment as fair value hedges. The resulting carrying value adjustments as of ~~March 31,~~September 30, 2023 and December 31, 2022, are presented within Other in the table above. For further discussion on the Company's hedge accounting policies, see Note 6.

MonotaRO Term Loan

In August 2020, MonotaRO entered into a ¥9 billion term loan agreement to fund technology investments and the expansion of its distribution center (DC) network. As of ~~March 31,~~September 30, 2023 and December 31, 2022, the carrying amount of the term loan, including current maturities due within one year, was ~~$56~~$34 million and $69 million, respectively. The term loan matures in August 2024, payable over four equal semi-annual principal installments in 2023 and 2024 and bears an average interest of 0.05%.

Fair Value

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

For further information on the Company’s debt instruments, see Note 5 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Company’s 2022 Form 10-K.

1213

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 6 - DERIVATIVE INSTRUMENTS

The Company's earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates and interest rates. Grainger currently ~~and may in the future,~~ enters into certain derivatives or other financial instruments to hedge against these ~~risks.~~risks, and may continue to do so in the future.

Fair Value Hedges

The Company uses interest rate swaps to hedge a portion of its fixed-rate long-term debt. These swaps are treated as fair value hedges and consequently the gain or loss on the derivative as well as the offsetting gain or loss on the hedged item, are recognized in the Consolidated Statements of Earnings in Interest expense – net. The notional amount of the Company’s outstanding fair value hedges as of ~~March 31,~~September 30, 2023 and December 31, 2022 was $450 million and $500 million, respectively.

The liability hedged by the interest rate swaps is recorded on the Condensed Consolidated Balance Sheets in Long-term debt. As of ~~March 31,~~September 30, 2023 and December 31, 2022, the carrying amount of the hedged item, including the cumulative amount of fair value hedging adjustments was $424 million and $466 million,, respectively.

The effect of the Company's fair value hedges on the Condensed Consolidated Statements of Earnings in Interest expense – net ~~is as follows~~for the three and nine months ended September 30, 2023 and 2022, are shown in the following table (in millions of dollars):


		Three Months Ended March 31,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022					2023		2022		2023		2022
Gain or (loss):	Gain or (loss):					Gain or (loss):

Interest rate swaps:	Interest rate swaps:							Interest rate swaps:
Hedged item	Hedged item	$	(8)	$	19			Hedged item	$	(2)	$	11	$	(8)	$	36
Derivatives designated as hedging instrument	Derivatives designated as hedging instrument	$	8	$	(19)			Derivatives designated as hedging instrument	$	2	$	(11)	$	8	$	(36)

The location and fair values of derivative instruments designated as hedging instruments in the Condensed Consolidated Balance Sheets as of ~~March~~September 30, 2023 and December 31, ~~2023,~~2022, are shown in the following table (in millions of dollars):

As of
March 31, 2023 December 31, 2022
Interest rate swaps reported in Other non-current liabilities $ 22 $ 34


	As of
	September 30, 2023		December 31, 2022



Interest rate swaps reported in Other non-current liabilities	$	23	$	34

Fair Value

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

~~W.W. Grainger, Inc. and Subsidiaries~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

NOTE 7 - SEGMENT INFORMATION

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

The Company's corporate costs are allocated to each reportable segment based on benefits received. Additionally, intersegment sales transactions, which are sales between Grainger businesses in separate reportable segments, are eliminated within the segment to present only the impact of sales to external customers. Service fees for

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

intersegment sales are included in each segment's selling, general and administrative expenses and are also eliminated in the Company's Consolidated Financial Statements.

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

Three Months Ended March 31,
2023 2022
Net sales Operating earnings (losses) Net sales Operating earnings (losses)
High-Touch Solutions N.A. $ 3,294 $ 621 $ 2,878 $ 481
Endless Assortment 724 58 697 55
Other 73 1 72 (2)
Total Company $ 4,091 $ 680 $ 3,647 $ 534


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2022				2023				2022
	Net sales		Operating earnings (losses)		Net sales		Operating earnings (losses)		Net sales		Operating earnings (losses)		Net sales		Operating earnings (losses)
High-Touch Solutions N.A.	$	3,403	$	612	$	3,180	$	550	$	10,052	$	1,833	$	9,111	$	1,506
Endless Assortment	732		55		701		58		2,207		178		2,117		175
Other	73		—		61		(5)		222		(3)		198		(10)
Total Company	$	4,208	$	667	$	3,942	$	603	$	12,481	$	2,008	$	11,426	$	1,671

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

NOTE 8 - CONTINGENCIES AND LEGAL MATTERS

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

~~As previously disclosed, since the fourth quarter of 2019, Grainger, KMCO, LLC (KMCO) and other defendants~~There have been ~~named~~no material changes to the contingencies and legal matters from those disclosed in ~~several product liability-related lawsuits~~Note 15 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Harris County, Texas District Court relating to an explosion at a KMCO chemical refinery located in Crosby, Harris County, Texas on April 2, 2019. The complaints in which Grainger has been named, which to date encompass approximately 186 plaintiffs, seek recovery of compensatoryCompany's 2022 Form 10-K and ~~other damages and relief in relation to personal injury, including one death and various other alleged injuries. On May 8, 2020, KMCO filed a voluntary petition in~~ the ~~United States Bankruptcy Court~~Company's Form 10-Q for the Southern District of Texas for relief under Chapter 7 of Title 11 of the United States Bankruptcy Court in the case KMCO, LLC, No. 20-60028. As a result of the Chapter 7 proceedings, the claims against KMCO in the Harris County lawsuits were stayed. Effective January 1, 2021, the Bankruptcy Court lifted the stay with respect to KMCO.

In the product liability cases, the Harris County District Court decided to schedule bellwether trials involving a subset of plaintiffs the Court believes are representative of the parties' claims and defenses, and the first of such trials involving six pl~~aintiffs (the First Scheduled Trial) was scheduled to commence in mid-January 2023 and later postponed until May 2023. To date, the Company and 32 plaintiffs have executed settlement agreements with~~

~~W.W. Grainger, Inc. and Subsidiaries~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

respect to such plaintiffs' claims against the Company. Those 32 plaintiffs include the plaintiffs who alleged the most serious injuries, as well as all six plaintiffs from the First Scheduled Trial. The contingent liability and corresponding recoverable asset recorded on the Consolidated Balance Sheet as of December 31, 2022 related to settlements previously disclosed were relieved in full upon payment by insurance. This resulted in no effect on net earnings or cash flows for the quarterquarterly period ended March 31, 2023.

~~Whether trials involving any or all~~ Although the Company is unable to determine the probability of the ~~remaining plaintiffs will proceed is uncertain and the timing or~~ outcome of ~~any such trials cannot currently be predicted, nor is it currently possible to make any additional~~these matters or the estimate of potential loss or range of ~~loss.~~

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

~~Grainger continues to investigate each of the various remaining claims against~~ the Company ~~relating~~anticipates that any potential liability, which may arise of or with respect to ~~the KMCO chemical refinery incident and intends to contest~~ these matters, ~~vigorously.~~

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

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

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

NOTE 9 - SUBSEQUENT EVENTS

Revolving Credit Facility

On ~~April 26,~~October 11, 2023, the Company entered into a five-year syndicated $1.25 billion revolving credit facility (the 2023 Credit Facility). The 2023 Credit Facility is unsecured and subject to two one-year extensions if sufficient lenders agree. The 2023 Credit Facility replaced the Company's previous revolving credit facility entered into in February 2020.

Dividend

On October 25, 2023, the Company’s Board of Directors declared a quarterly dividend of $1.86 per share, payable ~~June~~December 1, 2023, to shareholders of record on ~~May 8,~~November 13, 2023.

W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

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

The following Management’s Discussion and Analysis (MD&A) of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of W.W. Grainger, Inc. (Grainger or Company) as it is viewed by management of the Company. The following discussion should be read in conjunction with the Consolidated Financial Statements and accompanying notes for the year ended December 31, 2022 included in the Company's 2022 Form 10-K and the Condensed Consolidated Financial Statements and accompanying notes included in Part I, Item 1: Financial Statements of this Form 10-Q.

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

General

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

Strategic Priorities

For a discussion of the Company’s strategic priorities for 2023, see Part 1, Item 1: Business and Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s 2022 Form 10-K.

Recent Events

Inflationary Cost Environment and Macroeconomic Pressures

~~In combination with the economic recovery from the pandemic and repercussions from geopolitical events, including the war in Ukraine, the~~The global economy continues to experience volatile disruptions including to the commodity, labor and transportation ~~markets.~~markets, arising from a combination of geopolitical events and various economic and financial factors. These disruptions have contributed to an inflationary environment which has affected, and may continue to affect, the price and availability of certain products and services necessary for the Company's operations. Such disruptions have impacted, and may continue to impact, the Company's business, financial condition and results of operations.

The Company continues to monitor economic conditions in the U.S. and globally, and the impact of macroeconomic pressures, including repercussions from ~~the recent banking crisis,~~ rising interest rates, fluctuating currency exchange rates, inflation and a potential recession ~~fears,~~ on the Company’s business, customers, suppliers and other third parties. As a result of continued inflation, the Company has implemented strategies designed to mitigate certain adverse effects of higher costs while also remaining market price competitive. Historically, the Company’s broad and diverse customer base and the nondiscretionary nature of the Company’s products to its customers has helped to insulate it ~~perform well~~from the effects of recessionary periods in the industrial MRO ~~market in recessionary periods.~~market. The full extent and impact of these conditions are uncertain and cannot be predicted at this time.

For further discussion of the Company's risks and uncertainties, see Part I, Item 1A: Risk Factors in the Company’s 2022 Form 10-K.

W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Results of Operations –Three Months Ended ~~March 31,~~September 30, 2023

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


		Three Months Ended March 31,														Three Months Ended September 30,
						Percent Increase from Prior Year				As a Percent of Net Sales														Percent Increase/(Decrease) from Prior Year				As a Percent of Net Sales
		2023		2022				2023			2022			2023				2022								2023			2022
Net sales(1)	Net sales(1)	$	4,091	$	3,647			12.2	%		100.0	%			100.0	%	Net sales(1)	$	4,208			$	3,942			6.7	%		100.0	%		100.0	%
Cost of goods sold	Cost of goods sold	2,457		2,264		8.6				60.1			62.1		Cost of goods sold	2,553				2,423				5.3				60.7			61.5
Gross profit	Gross profit	1,634		1,383		18.1				39.9			37.9		Gross profit	1,655				1,519				9.1				39.3			38.5
Selling, general and administrative expenses	Selling, general and administrative expenses	954		849		12.3				23.3			23.3		Selling, general and administrative expenses	988				916				7.9				23.4			23.2
Operating earnings	Operating earnings	680		534		27.4				16.6			14.6		Operating earnings	667				603				10.7				15.9			15.3
Other expense – net	Other expense – net	18		17		4.3				0.4			0.5		Other expense – net	15				16				(4.1)				0.4			0.4
Income tax provision	Income tax provision	154		132		17.3				3.8			3.5		Income tax provision	159				145				9.6				3.8			3.7
Net earnings	Net earnings	508		385		32.0				12.4			10.6		Net earnings	493				442				11.7				11.7			11.2
Noncontrolling interest	Noncontrolling interest	20		19		4.1				0.5			0.6		Noncontrolling interest	17				16				6.4				0.4			0.4
Net earnings attributable to W.W. Grainger, Inc.	Net earnings attributable to W.W. Grainger, Inc.	$	488	$	366	33.4				11.9			10.0		Net earnings attributable to W.W. Grainger, Inc.	$	476			$	426			11.9				11.3			10.8
Diluted earnings per share:	Diluted earnings per share:	$	9.61	$	7.07	36.0	%								Diluted earnings per share:	$	9.43			$	8.27			14.1	%

(1) For further information regarding the Company's disaggregated revenue, see Note 2 of the Notes to Condensed Consolidated Financial Statements in Part 1, Item 1: Financial Statements of this Form 10-Q.	(1) For further information regarding the Company's disaggregated revenue, see Note 2 of the Notes to Condensed Consolidated Financial Statements in Part 1, Item 1: Financial Statements of this Form 10-Q.														(1) For further information regarding the Company's disaggregated revenue, see Note 2 of the Notes to Condensed Consolidated Financial Statements in Part 1, Item 1: Financial Statements of this Form 10-Q.

The following table is included as an aid to understanding the changes in Grainger's total net sales and daily sales from the ~~prior~~prior-year period to the most recent period (in millions of dollars):


		Three Months Ended March 31,							Three Months Ended September 30,
		2023			2022				2023			2022
Net sales	Net sales	$	4,091		$	3,647		Net sales	$	4,208		$	3,942
$ Change from prior-year period	$ Change from prior-year period	444			563			$ Change from prior-year period	266			570
% Change from prior-year period	% Change from prior-year period	12.2		%	18.2		%	% Change from prior-year period	6.7		%	16.9		%

Daily sales(1)	Daily sales(1)	$	63.9		$	57.0		Daily sales(1)	$	66.8		$	61.6
$ Change from prior-year period	$ Change from prior-year period	6.9			8.0			$ Change from prior-year period	5.2			8.9
% Change from prior-year period	% Change from prior-year period	12.2		%	16.4		%	% Change from prior-year period	8.4		%	16.9		%

Daily sales impact of currency fluctuations	Daily sales impact of currency fluctuations	(2.3)		%	(1.5)		%	Daily sales impact of currency fluctuations	(0.3)		%	(3.4)		%

(1) Daily sales are defined as the total net sales for the period divided by the number of U.S. selling days in the period. There were 64 sales days in both the three months ended March 31, 2023 and 2022.
(1) Daily sales are defined as the total net sales for the period divided by the number of U.S. selling days in the period. There were 63 and 64 sales days in the three months ended September 30, 2023 and 2022, respectively.								(1) Daily sales are defined as the total net sales for the period divided by the number of U.S. selling days in the period. There were 63 and 64 sales days in the three months ended September 30, 2023 and 2022, respectively.

Net sales of ~~$4,091~~$4,208 million for the three months ended ~~March 31,~~September 30, 2023 increased ~~$444~~$266 million, or ~~12%~~7%, and on a daily basis, net sales increased 8% compared to the same period in 2022. For further discussion on the Company's net sales, see the Segment Analysis section below.

Gross profit of ~~$1,634~~$1,655 million for the three months ended ~~March 31,~~September 30, 2023 increased ~~$251~~$136 million, or ~~18%~~9%, compared to the same period in 2022. Gross profit margin of ~~39.9% for the three months ended March 31, 2023~~39.3% increased ~~200~~80 basis points compared to the same period in 2022. For further discussion on the Company's gross profit, see the Segment Analysis section below.

W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

SG&A of ~~$954~~$988 million for the three months ended ~~March 31,~~September 30, 2023 increased ~~$105~~$72 million, or ~~12%~~8%, compared to the same period in 2022. The increase was primarily due to higher ~~payroll and~~ marketing expenses.

Operating earnings of ~~$680~~$667 million for the three months ended ~~March 31,~~September 30, 2023 increased ~~$146~~$64 million, or ~~27%~~11%, compared to the same period in 2022.

Income taxes of ~~$154~~$159 million for the three months ended ~~March 31,~~September 30, 2023 increased ~~$22~~$14 million, or ~~17%~~10%, compared to the same period in 2022. The increase in tax expense was ~~primarily~~ driven by higher taxable operating earnings for the ~~first~~third quarter of 2023. Grainger's effective tax rates were ~~23.3%~~24.4% and ~~25.5%~~24.7% for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively. The decrease in the effective tax rate was primarily due to ~~increased stock compensation~~favorable tax ~~benefit.~~impacts related to mix of foreign earnings.

Net earnings of ~~$488~~$476 million attributable to W.W. Grainger, Inc. for the three months ended ~~March 31,~~September 30, 2023 increased ~~$122~~$50 million, or ~~33%~~12%, compared to the same period in 2022.

Diluted earnings per share was ~~$9.61~~$9.43 for the three months ended ~~March 31,~~September 30, 2023, an increase of ~~36%~~14% compared to ~~$7.07~~$8.27 for the same period in 2022.

Segment Analysis

For further segment information, see Note 7 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1: Financial Statements of this Form 10-Q.

High-Touch Solutions N.A.

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


		Three Months Ended March 31,							Three Months Ended September 30,
		2023		2022		Percent Increase			2023		2022		Percent Increase
Net sales	Net sales	$	3,294	$	2,878	14.5	%	Net sales	$	3,403	$	3,180	7.0	%

Gross profit	Gross profit	$	1,397	$	1,164	20.0	%	Gross profit	$	1,418	$	1,291	9.8	%
Selling, general and administrative expenses	Selling, general and administrative expenses	$	775	$	683	13.5	%	Selling, general and administrative expenses	$	806	$	741	8.6	%
Operating earnings	Operating earnings	$	621	$	481	29.3	%	Operating earnings	$	612	$	550	11.4	%

Net sales of ~~$3,294~~$3,403 million for the three months ended ~~March 31,~~September 30, 2023 increased ~~$416~~$223 million, or ~~15%~~7%, and on a daily basis, increased 9% compared to the same period in 2022. The increase was due to price, which includes customer mix, of 8%3% and volume, which includes product mix of 7%6%.

Gross profit of ~~$1,397~~$1,418 million for the three months ended ~~March 31,~~September 30, 2023 increased ~~$233~~$127 million, or ~~20%~~10%, compared to the same period in ~~2022~~.2022. Gross profit margin of ~~42.4% for the three months ended March 31, 2023~~41.7% increased ~~195~~110 basis points compared to the same period in 2022. The increase was driven by freight and supply chain efficiencies as well as improved product mix ~~and freight efficiencies.~~in the third quarter of 2023.

SG&A of ~~$775~~$806 million for the three months ended ~~March 31,~~September 30, 2023 increased ~~$92~~$65 million, or ~~14%~~9%, compared to the same period in 2022. The increase was primarily due to higher ~~payroll and~~ marketing expenses. SG&A leverage ~~improved by 20~~decreased 40 basis points ~~for the three months ended March 31, 2023~~ compared to the same period in 2022.

Operating earnings of ~~$621~~$612 million for the three months ended ~~March 31,~~September 30, 2023 increased ~~$140~~$62 million, or ~~29%~~11%, compared to the same period in 2022.

W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Endless Assortment

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


		Three Months Ended March 31,							Three Months Ended September 30,
		2023		2022		Percent Increase			2023		2022		Percent Increase/(Decrease)
Net sales	Net sales	$	724	$	697	3.8	%	Net sales	$	732	$	701	4.3	%

Gross profit	Gross profit	$	214	$	197	9.0	%	Gross profit	$	216	$	209	3.5	%
Selling, general and administrative expenses	Selling, general and administrative expenses	$	156	$	142	10.2	%	Selling, general and administrative expenses	$	161	$	152	6.4	%
Operating earnings	Operating earnings	$	58	$	55	6.0	%	Operating earnings	$	55	$	58	(4.3)	%

Net sales of ~~$724~~$732 million for the three months ended ~~March 31,~~September 30, 2023 increased ~~$27~~$31 million, or 4%, and on a daily basis, increased 6% compared to the same period in 2022. The increase was due to sales growth of ~~14%,~~9% driven by ~~new and repeat customers at Zoro, as well as new~~ customer acquisition ~~repeat business~~for the segment and enterprise growth at MonotaRO, partially offset by declining sales to non-core, consumer-like customers and slower overall market demand at Zoro. Sales growth was offset by unfavorable foreign exchange of ~~10%~~3% due to changes in the exchange rate between the U.S. dollar and the Japanese yen.

Gross profit of ~~$214~~$216 million for the three months ended ~~March 31,~~September 30, 2023 increased ~~$17~~$7 million, or 9%4%, compared to the same period in 2022. Gross profit margin of 29.6% ~~increased 140~~decreased 20 basis points compared to the same period in ~~2022~~2022. The decrease was driven by unfavorable Zoro product mix partially offset by price realization and freight efficiencies at MonotaRO in the third quarter of 2023.

SG&A of $161 million for the three months ended September 30, 2023 increased $9 million, or 6%, compared to the same period in 2022. The increase was primarily driven by higher marketing expenses. SG&A leverage decreased 50 basis points compared to the same period in 2022.

Operating earnings of $55 million for the three months ended September 30, 2023 decreased $3 million, or 4%, compared to the same period in 2022.

W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Results of Operations – Nine Months Ended September 30, 2023

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


	Nine Months Ended September 30,
					Percent Increase/(Decrease) from Prior Year		As a Percent of Net Sales
	2023		2022				2023		2022
Net sales(1)	$	12,481	$	11,426	9.2	%	100.0	%	100.0	%
Cost of goods sold	7,548		7,083		6.6		60.5		62.0
Gross profit	4,933		4,343		13.6		39.5		38.0
Selling, general and administrative expenses	2,925		2,672		9.5		23.4		23.4
Operating earnings	2,008		1,671		20.2		16.1		14.6
Other expense – net	49		50		(1.6)		0.4		0.4
Income tax provision	468		405		15.4		3.7		3.5
Net earnings	1,491		1,216		22.6		11.9		10.7
Noncontrolling interest	57		53		7.5		0.5		0.5
Net earnings attributable to W.W. Grainger, Inc.	$	1,434	$	1,163	23.3		11.5		10.2
Diluted earnings per share:	$	28.32	$	22.52	25.7	%

(1) For further information regarding the Company's disaggregated revenue, see Note 2 of the Notes to Condensed Consolidated Financial Statements in Part 1, Item 1: Financial Statements of this Form 10-Q.

The following table is included as an aid to understanding the changes in Grainger's total net sales and daily sales from the prior period to the most recent period (in millions of dollars):


	Nine Months Ended September 30,
	2023			2022
Net sales	$	12,481		$	11,426
$ Change from prior-year period	1,055			1,763
% Change from prior-year period	9.2		%	18.2		%

Daily sales(1)	$	65.3		$	59.5
$ Change from prior-year period	5.8			8.9
% Change from prior-year period	9.8		%	17.6		%

Daily sales impact of currency fluctuations	(1.3)		%	(2.5)		%

(1) Daily sales are defined as the total net sales for the period divided by the number U.S. selling days in the period. There were 191 and 192 sales days in the nine months ended September 30, 2023 and 2022, respectively.

Net sales of $12,481 million for the nine months ended September 30, 2023 increased $1,055 million, or 9%, and on a daily basis, increased 10% compared to the same period in 2022. For further discussion on the Company's net sales, see the Segment Analysis section below.

Gross profit of $4,933 million for the nine months ended September 30, 2023 increased $590 million, or 14%, compared to the same period in 2022. Gross profit margin of 39.5% increased 150 basis points compared to the

W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

same period in 2022. For further discussion on the Company's gross profit, see the Segment Analysis section below.

SG&A of $2,925 million for the nine months ended September 30, 2023 increased $253 million, or 9%, compared to the same period in 2022. The increase was primarily due to higher marketing and payroll expenses.

Operating earnings of $2,008 million for the nine months ended September 30, 2023 increased $337 million, or 20%, compared to the same period in 2022.

Income taxes of $468 million for the nine months ended September 30, 2023 increased $63 million or 15%, compared to the same period in 2022. The increase in tax expense was driven by higher taxable operating earnings for the nine months ended September 30, 2023. Grainger's effective tax rates were 23.9% and 25.0% for the nine months ended September 30, 2023 and 2022, respectively. The decrease in the effective tax rate was primarily due to increased stock compensation tax benefit compared to the same period in 2022.

Net earnings of $1,434 million attributable to W.W. Grainger, Inc. for the nine months ended September 30, 2023 increased $271 million, or 23%, compared to the same period in 2022.

Diluted earnings per share was $28.32 for the nine months ended September 30, 2023, an increase of 26% compared to $22.52 for the same period in 2022.

Segment Analysis

For further segment information, see Note 7 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1: Financial Statements of this Form 10-Q.

High-Touch Solutions N.A.

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


	Nine Months Ended September 30,
	2023		2022		Percent Increase
Net sales	$	10,052	$	9,111	10.3	%

Gross profit	$	4,213	$	3,666	14.9	%
Selling, general and administrative expenses	$	2,380	$	2,160	10.2	%
Operating earnings	$	1,833	$	1,506	21.7	%

Net sales of $10,052 million for the nine months ended September 30, 2023 increased $941 million, or 10%, and on a daily basis, increased 11% compared to the same period in 2022. The increase was due to price, which includes customer mix, of 5% and volume, which includes product mix, of 6%.

Gross profit of $4,213 million for the nine months ended September 30, 2023 increased $547 million, or 15%, compared to the same period in 2022. Gross profit margin of 41.9% increased 170 basis points compared to the same period in 2022. The increase was driven by freight efficiencies and ~~business unit mix.~~improved product mix in 2023.

SG&A of ~~$156~~$2,380 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 increased ~~$14~~$220 million, or 10%, compared to the same period in 2022. The increase was primarily ~~driven by~~due to higher ~~payroll~~marketing and ~~benefits and marketing~~payroll expenses. SG&A leverage ~~decreased by 125 basis points as higher expenses outpaced revenue growth for the three months ended March 31, 2023~~remained consistent compared to the same period in 2022.

Operating earnings of $1,833 million for the nine months ended September 30, 2023 increased $327 million, or 22%, compared to the same period in 2022.

W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Endless Assortment

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


	Nine Months Ended September 30,
	2023		2022		Percent Increase
Net sales	$	2,207	$	2,117	4.2	%

Gross profit	$	654	$	615	6.3	%
Selling, general and administrative expenses	$	476	$	441	8.1	%
Operating earnings	$	178	$	175	1.9	%

Net sales of $2,207 million for the nine months ended September 30, 2023 increased $90 million, or 4%, and on a daily basis, increased 5% compared to the same period in 2022. The increase was due to sales growth of 11% driven by customer acquisition for the segment and enterprise growth at MonotaRO, partially offset by unfavorable foreign exchange of 6% due to changes in the exchange rate between the U.S. dollar and the Japanese yen.

Gross profit of $654 million for the nine months ended September 30, 2023 increased $39 million, or 6%, compared to the same period in 2022. Gross profit margin of 29.6% increased 50 basis points compared to the same period in 2022. The increase was driven by freight efficiencies at MonotaRO in 2023.

SG&A of $476 million for the nine months ended September 30, 2023 increased $35 million, or 8%, compared to the same period in 2022. The increase was primarily due to higher marketing and payroll and benefit expenses. SG&A leverage decreased 80 basis points compared to the same period in 2022.

Operating earnings of ~~$58~~$178 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 increased $3 million, or 6%2%, compared to the same period in 2022.

1922

W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

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

Cash and Cash Equivalents

As of ~~March 31,~~September 30, 2023 and December 31, 2022, Grainger had cash and cash equivalents of ~~$461~~$601 million and $325 million, respectively. The Company had approximately ~~$1.7~~$1.9 billion in available liquidity as of ~~March 31,~~September 30, 2023.

Cash Flows

The following table shows the Company's cash flow activity for the periods presented (in millions of dollars):


		Three Months Ended March 31,					Nine Months Ended September 30,
		2023		2022			2023		2022
Total cash provided by (used in):	Total cash provided by (used in):					Total cash provided by (used in):
Operating activities	Operating activities	$	454	$	343	Operating activities	$	1,427	$	973
Investing activities	Investing activities	(96)		(57)		Investing activities	(307)		(212)
Financing activities	Financing activities	(224)		(159)		Financing activities	(839)		(668)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	2		(4)		Effect of exchange rate changes on cash and cash equivalents	(5)		(19)
Increase in cash and cash equivalents	Increase in cash and cash equivalents	$	136	$	123	Increase in cash and cash equivalents	$	276	$	74

Net cash provided by operating activities was ~~$454~~$1,427 million and ~~$343~~$973 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, respectively. The increase was ~~primarily due to~~driven by higher net earnings ~~partially offset by changes in~~and favorable year-over-year working capital ~~requirements~~ primarily due to sales growth and inflation.

Net cash used in investing activities was ~~$96~~$307 million and ~~$57~~$212 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, respectively. The change was driven by increased U.S. supply chain ~~investment compared to the prior year period in 2022.~~investments.

Net cash used in financing activities was ~~$224~~$839 million and ~~$159~~$668 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, respectively. The increase was primarily due to higher treasury stock ~~repurchases compared to the prior year period.~~repurchases.

Working Capital

Working capital as of ~~March 31,~~September 30, 2023 was ~~$3,032~~$3,129 million, an increase of ~~$168~~$265 million ~~when~~ compared to $2,864 million as of December 31, 2022. The increase was ~~primarily~~ driven by increased accounts receivable due to continued sales growth and lower accrued current liabilities. As of ~~March 31,~~September 30, 2023 and December 31, 2022, the ratio of current assets to current liabilities was 2.7 and 2.5, respectively.

Debt

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

Total debt, which is defined as total interest-bearing debt and lease liabilities, as a percent of total capitalization was ~~47.4%~~44.9% and 49.9% as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

~~W.W. Grainger, Inc. and Subsidiaries~~

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL~~

~~CONDITION AND RESULTS OF OPERATIONS~~

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

W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following table summarizes the Company's credit ratings as of ~~March 31,~~September 30, 2023:

Corporate

Senior Unsecured

Short-term

Moody's

S&P

A+

Commitments and Other Contractual Obligations

There were no material changes to the Company’s commitments and other contractual obligations from those disclosed in Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s 2022 Form 10-K.

Critical Accounting Estimates

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

Note 1 of the Notes to ~~Condensed Consolidated Financial Statements in Part I, Item 1: Financial Statements of this Form 10-Q and Note 1 of the Notes to~~ Consolidated Financial Statements in Part II, Item 8: Financial Statements of the Company's 2022 Form 10-K describe the significant accounting policies and methods used in the preparation of the Company’s Condensed Consolidated Financial Statements.

There were no material changes to the Company's critical accounting estimates from those disclosed in Part II, Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 2022 Form 10-K.

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W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

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

The Company cannot guarantee that any forward-looking statement will be realized and achievement of future results is subject to assumptions, risks and uncertainties, many of which are beyond the Company’s control, which could cause the Company’s actual 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: inflation, higher product costs or other expenses, including operational and administrative expenses; the impact of macroeconomic pressures and geopolitical trends, changes and ~~events, including the impact of Russia’s invasion of Ukraine on the global economy, tensions across the Taiwan Straits and in overall relations with China, and the ramifications of these and other~~ events; a major loss of customers; loss or disruption of sources of supply; changes in customer or product mix; increased competitive pricing pressures; changes in third party practices regarding digital advertising; failure to enter into or sustain contractual arrangements on a satisfactory basis with group purchasing organizations; failure to develop, manage or implement new technology initiatives or business strategies, including with respect to the Company’s eCommerce platforms; failure to adequately protect intellectual property or successfully defend against infringement claims; fluctuations or declines in the Company's gross profit margin; the Company’s responses to market pressures; the outcome of pending and future litigation or governmental or regulatory proceedings, including with respect to wage and hour, anti-bribery and corruption, environmental, regulations related to advertising, marketing and the Internet, consumer protection, pricing (including disaster or emergency declaration pricing statutes), product liability, compliance or safety, trade and export compliance, general commercial disputes, or privacy and cybersecurity matters; investigations, inquiries, audits and changes in laws and regulations; failure to comply with laws, regulations and standards, including new or stricter environmental laws or regulations; government contract matters; the impact of any government shutdown; disruption or breaches of information technology or data security systems involving the Company or third parties on which the Company depends; general industry, economic, market or political conditions; general global economic conditions including tariffs and trade issues and policies; currency exchange rate fluctuations; market volatility, including price and trading volume volatility or price declines of the Company’s common stock; commodity price volatility; facilities disruptions or shutdowns; higher fuel costs or disruptions in transportation services; outbreaks of pandemic disease or viral contagions such as the COVID-19 pandemic; natural or human induced disasters, extreme weather and other catastrophes or conditions; effects of climate change; failure to execute on our efforts and programs related to environmental, social and governance matters; competition for, or failure to attract, retain, train, motivate and develop executives and key employees; loss of key members of management or key employees; changes in effective tax rates; changes in credit ratings or outlook; the Company’s incurrence of indebtedness or failure to comply with restrictions and obligations under its debt agreements and instruments; and other factors identified under Part I, Item 1A: Risk Factors in the Company's latest Form 10-K, as updated from time to time in the Company's Quarterly Form 10-Q.

The preceding list is not intended to be an exhaustive list of all of the factors that could impact the Company's forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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W.W. Grainger, Inc. and Subsidiaries

Item 3: Quantitative and Qualitative Disclosures About Market Risk

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

There were no material changes to the Company’s market risk from those described in Part II, Item 7A: Quantitative and Qualitative Disclosures About Market Risk in the Company's 2022 Form 10-K.

Item 4: Controls and Procedures

Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There were no changes in Grainger's internal control over financial reporting for the quarter ended ~~March 31,~~September 30, 2023, that have materially affected, or are reasonably likely to materially affect, Grainger’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1: Legal Proceedings

For a description of the Company’s legal proceedings, see Note 815 of the Notes to ~~Condensed~~ Consolidated Financial Statements ~~included~~ in Part I,II, Item 1:8: Financial ~~Information of this~~Statements and Supplementary Data in the Company's 2022 Form ~~10-Q.~~10-K and the Company's Form 10-Q for the quarterly period ended March 31, 2023.

Item 1A: Risk Factors

There have been no material changes from the risk factors previously disclosed in Part 1, Item 1A: Risk Factors in the Company's 2022 Form 10-K.

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

Issuer Purchases of Equity Securities – ~~First~~Third Quarter 2023

Period
Total Number of Shares Purchased (A) (B)
Average Price Paid per Share (C)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (D)
Maximum Number of
Shares That May Yet be Purchased Under the
Plans or Programs
Jan. 1 – Jan. 31 92,528 $563.74 92,521 2,649,445
Feb. 1 – Feb. 28 57,903 $661.23 57,815 2,591,630
Mar. 1 – Mar. 31 74,630 $675.01 74,246 2,517,384
Total 225,061 224,582


Period	Total Number of Shares Purchased (A)(B)	Average Price Paid per Share (C)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (D)	Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
Jul. 1 – Jul. 31	15,915	$732.26	15,915	2,257,170
Aug. 1 – Aug. 31	143,643	$714.07	143,643	2,113,527
Sep. 1 – Sep. 30	126,007	$693.55	125,583	1,987,944
Total	285,565		285,141

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

~~(B)~~B.The difference of ~~479~~424 shares between the Total Number of Shares Purchased and the Total Number of Shares Purchased as Part of Publicly Announced Plans orof Programs represents shares purchased by the administrator and record keeper of the W.W. Grainger, Inc. Retirement ~~Savings~~Saving Plan for the benefit of the employees who participate in the plan.

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

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

Item 5: Other Information

On August 29, 2023, D.G. Macpherson, Grainger’s Chairman of the Board and Chief Executive Officer, adopted a written plan for the sale of shares received pursuant to the vesting of an equity award on October 1, 2023. The aggregate number of shares subject to the plan is 4,995 and excludes shares withheld by the Company to satisfy income tax withholding obligations in connection with the net settlement of such equity award. The plan is a multi-trade plan, is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and will expire on December 31, 2023, or any earlier date on which all of the shares have been sold. None of the Company's other directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's quarter ended September 30, 2023.

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W.W. Grainger, Inc. and Subsidiaries

Item 6: Exhibits


EXHIBIT NO.						DESCRIPTION

10.1						Transition Agreement and General Release by and between W.W. Grainger, Inc. and John L. Howard, dated July 6, 2023.*
10.2						Credit Agreement dated as of October 11, 2023, by and among W.W. Grainger, Inc., the lenders party thereto, and JP Morgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s Current Report on Form 8-K filed on October 12, 2023.
31.1						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32						Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						XBRL Taxonomy Extension Schema Document.
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


(*) Management contract or compensatory plan or arrangement.

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SIGNATURES

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


			W.W. GRAINGER, INC.
Date:	~~April 27,~~October 26, 2023	By:	/s/ Deidra C. Merriwether
			Deidra C. Merriwether
			Senior Vice President
			and Chief Financial Officer
			(Principal Financial Officer)
Date:	~~April 27,~~October 26, 2023	By:	/s/ Laurie R. Thomson
			Laurie R. Thomson
			Vice President and Controller
			(Principal Accounting Officer)

2629


Period	Total Number of Shares Purchased (A) (B)	Average Price Paid per Share (C)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (D)	Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
Jan. 1 – Jan. 31	92,528	$563.74	92,521	2,649,445
Feb. 1 – Feb. 28	57,903	$661.23	57,815	2,591,630
Mar. 1 – Mar. 31	74,630	$675.01	74,246	2,517,384
Total	225,061		224,582