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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 June 30, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
 Commission file number 1-5684

W.W. Grainger, Inc.
(Exact name of registrant as specified in its charter)
Illinois 36-1150280
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
100 Grainger Parkway
 
Lake Forest,Illinois 60045-5201
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (847) 535-1000             
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common StockGWWNew 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 48,825,703 shares of the Company’s Common Stock outstanding as of July 25, 2024.
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TABLE OF CONTENTS
 Page
PART I - FINANCIAL INFORMATION 
   
Item 1:Financial Statements (Unaudited) 
 
Condensed Consolidated Statements of Earnings 
    for the Three and Six Months Ended June 30, 2024 and 2023
 
Condensed Consolidated Statements of Comprehensive Earnings 
    for the Three and Six Months Ended June 30, 2024 and 2023
 
Condensed Consolidated Balance Sheets
    as of June 30, 2024 and December 31, 2023
 
Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2024 and 2023
Condensed Consolidated Statements of Shareholders' Equity
    for the Three and Six Months Ended June 30, 2024 and 2023
 Notes to Condensed Consolidated Financial Statements
Item 2:Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3:Quantitative and Qualitative Disclosures About Market Risk
Item 4:Controls and Procedures
PART II - OTHER INFORMATION

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























2


PART I – FINANCIAL INFORMATION

Item 1: Financial Statements

W.W. Grainger, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In millions of dollars and shares, except for per share amounts)
(Unaudited)
Three Months EndedSix Months Ended
 June 30,June 30,
 2024202320242023
Net sales$4,312 $4,182 $8,547 $8,273 
Cost of goods sold2,618 2,538 5,185 4,995 
Gross profit1,694 1,644 3,362 3,278 
Selling, general and administrative expenses1,045 983 2,044 1,937 
Operating earnings649 661 1,318 1,341 
Other expense (income):  
Interest expense – net20 24 41 48 
Other – net(7)(8)(14)(14)
Total other expense – net13 16 27 34 
Earnings before income taxes
636 645 1,291 1,307 
Income tax provision146 155 304 309 
Net earnings490 490 987 998 
Less net earnings attributable to noncontrolling interest20 20 39 40 
Net earnings attributable to W.W. Grainger, Inc.$470 $470 $948 $958 
Earnings per share:  
Basic$9.54 $9.32 $19.20 $18.98 
Diluted$9.51 $9.28 $19.13 $18.89 
Weighted average number of shares outstanding:    
Basic49.0 50.1 49.1 50.2 
Diluted49.2 50.3 49.3 50.4 
 
The accompanying notes are an integral part of these financial statements.
3


W.W. Grainger, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In millions of dollars)
(Unaudited)
 Three Months EndedSix Months Ended
June 30,June 30,
 2024202320242023
Net earnings$490 $490 $987 998 
Other comprehensive earnings (losses):  
Foreign currency translation adjustments – net of reclassification to earnings(57)(32)(111)(30)
Postretirement benefit plan losses and other – net of tax benefits of $1, $1, $2, and $2, respectively
(4)(3)(7)(6)
Total other comprehensive earnings (losses)(61)(35)(118)(36)
Comprehensive earnings – net of tax429 455 869 962 
Less comprehensive earnings (losses) attributable to noncontrolling interest
Net earnings20 20 39 40 
Foreign currency translation adjustments(20)(27)(42)(32)
Total comprehensive earnings (losses) attributable to noncontrolling interest (7)(3)8 
Comprehensive earnings attributable to W.W. Grainger, Inc.
$429 $462 $872 $954 

The accompanying notes are an integral part of these financial statements.
4


W.W. Grainger, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions of dollars, except for share and per share amounts)
As of
Assets
(Unaudited) June 30, 2024
December 31, 2023
Current assets  
Cash and cash equivalents$769 $660 
Accounts receivable (less allowances for credit losses of $37 and $35, respectively)
2,344 2,192 
Inventories – net2,169 2,266 
Prepaid expenses and other current assets239 156 
Total current assets5,521 5,274 
Property, buildings and equipment – net1,667 1,658 
Goodwill360 370 
Intangibles – net237 234 
Operating lease right-of-use396 429 
Other assets171 182 
Total assets$8,352 $8,147 
Liabilities and shareholders' equity
Current liabilities  
Current maturities$505 $34 
Trade accounts payable1,106 954 
Accrued compensation and benefits254 327 
Operating lease liability72 71 
Accrued expenses424 397 
Income taxes payable36 48 
Total current liabilities2,397 1,831 
Long-term debt1,783 2,266 
Long-term operating lease liability352 381 
Deferred income taxes and tax uncertainties117 104 
Other non-current liabilities116 124 
Shareholders' equity 
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
55 55 
Additional contributed capital1,371 1,355 
Retained earnings12,917 12,162 
Accumulated other comprehensive losses(248)(172)
Treasury stock, at cost – 60,777,600 and 60,341,817
shares, respectively
(10,818)(10,285)
Total W.W. Grainger, Inc. shareholders’ equity3,277 3,115 
Noncontrolling interest310 326 
Total shareholders' equity3,587 3,441 
Total liabilities and shareholders' equity$8,352 $8,147 
  
The accompanying notes are an integral part of these financial statements.
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W.W. Grainger, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of dollars)
(Unaudited)
Six Months Ended
 June 30,
 20242023
Cash flows from operating activities: 
Net earnings$987 $998 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for credit losses12 9 
Deferred income taxes and tax uncertainties 15 17 
Depreciation and amortization116 102 
Non-cash lease expense41 38 
Stock-based compensation34 31 
Change in operating assets and liabilities: 
Accounts receivable(205)(303)
Inventories71 28 
Prepaid expenses and other assets(42)93 
Trade accounts payable184 147 
Operating lease liabilities(47)(42)
Accrued liabilities(18)(169)
Income taxes – net(62)(28)
Other non-current liabilities(14)(17)
Net cash provided by operating activities1,072 904 
Cash flows from investing activities: 
Capital expenditures(195)(193)
Proceeds from sale of assets1 2 
Other – net17  
Net cash used in investing activities(177)(191)
Cash flows from financing activities: 
Proceeds from debt3 6 
Payments of debt(17)(18)
Proceeds from stock options exercised10 28 
Payments for employee taxes withheld from stock awards(40)(29)
Purchases of treasury stock(512)(313)
Cash dividends paid(206)(194)
Other – net(1)(1)
Net cash used in financing activities(763)(521)
Exchange rate effect on cash and cash equivalents(23)(2)
Net change in cash and cash equivalents109 190 
Cash and cash equivalents at beginning of year660 325 
Cash and cash equivalents at end of period$769 $515 
The accompanying notes are an integral part of these financial statements.
6


W.W. Grainger, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In millions of dollars, except for per share amounts)
(Unaudited)

Common StockAdditional Contributed CapitalRetained EarningsAccumulated Other Comprehensive Earnings (Losses)Treasury StockNoncontrolling
Interest
Total
Balance at January 1, 2023$55 $1,310 $10,700 $(180)$(9,445)$295 $2,735 
Stock-based compensation— 14 — — 18 — 32 
Purchases of treasury stock— — — — (142)— (142)
Net earnings— — 488 — — 20 508 
Other comprehensive earnings (losses)— — — 4 — (5)(1)
Cash dividends paid ($1.72 per share)
— — (87)— — — (87)
Balance at March 31, 2023$55 $1,324 $11,101 $(176)$(9,569)$310 $3,045 
Stock-based compensation— 7 — — (7)2 2 
Purchases of treasury stock— — — — (168)— (168)
Net earnings— — 470 — — 20 490 
Other comprehensive earnings (losses)— — — (8)— (27)(35)
Cash dividends paid ($1.86 per share)
— — (94)— — (13)(107)
Balance at June 30, 2023$55 $1,331 $11,477 $(184)$(9,744)$292 $3,227 

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

7


W.W. Grainger, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In millions of dollars, except for per share amounts)
(Unaudited)


Common StockAdditional Contributed CapitalRetained EarningsAccumulated Other Comprehensive Earnings (Losses)Treasury StockNoncontrolling
Interest
Total
Balance at January 1, 2024$55 $1,355 $12,162 $(172)$(10,285)$326 $3,441 
Stock-based compensation— 8 — — 2 — 10 
Purchases of treasury stock— — — — (277)— (277)
Net earnings— — 478 — — 19 497 
Other comprehensive earnings (losses)— — — (35)— (22)(57)
Cash dividends paid ($1.86 per share)
— — (92)— — (13)(105)
Balance at March 31, 2024$55 $1,363 $12,548 $(207)$(10,560)$310 $3,509 
Stock-based compensation— 8 — — (15)1 (6)
Purchases of treasury stock— — — — (243)(1)(244)
Net earnings— — 470 — — 20 490 
Other comprehensive earnings (losses)— — — (41)— (20)(61)
Cash dividends paid ($2.05 per share)
— — (101)— — — (101)
Balance at June 30, 2024$55 $1,371 $12,917 $(248)$(10,818)$310 $3,587 

The accompanying notes are an integral part of these financial statements.
8

W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
W.W. Grainger, Inc. is a broad line, business-to-business distributor of maintenance, repair and operating (MRO) products and services with operations primarily in North America (N.A.), Japan and the United Kingdom (U.K.). In this report, the words “Grainger” or “Company” mean W.W. Grainger, Inc. and its subsidiaries, except where the context makes it clear that the reference is only to W.W. Grainger, Inc. itself and not its subsidiaries.

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

The Condensed Consolidated Balance Sheet at December 31, 2023, 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, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2024 (2023 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 2023 Form 10-K.
9

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 reportable segment and customer 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. The majority of Company revenue originates from contracts with a single performance obligation to deliver products, whereby performance obligations are satisfied when control of the product is transferred to the customer per the arranged shipping terms.

The following tables present the Company's percentage of revenue by reportable segment and by customer industry:
Three Months Ended June 30,
2024
2023
Customer Industry(1)
High-Touch Solutions N.A.Endless Assortment
Total Company(2)
High-Touch Solutions N.A.Endless Assortment
Total Company(2)
Manufacturing31 %30 %31 %29 %30 %30 %
Government19 %3 %16 %21 %3 %18 %
Wholesale7 %18 %9 %7 %16 %8 %
Commercial Services7 %12 %8 %7 %12 %8 %
Contractors5 %12 %6 %5 %12 %6 %
Healthcare7 %2 %6 %7 %2 %6 %
Retail4 %4 %4 %4 %4 %4 %
Transportation4 %2 %4 %4 %2 %4 %
Utilities3 %2 %3 %3 %2 %2 %
Warehousing3 % %2 %4 %1 %3 %
Other(3)
10 %15 %11 %9 %16 %11 %
Total net sales100 %100 %100 %100 %100 %100 %
Percent of total company revenue80 %18 %100 %80 %18 %100 %
(1) Customer industry results for the three months ended June 30, 2024 and 2023 primarily use the North American Industry Classification System (NAICS). As customers' businesses evolve, industry classifications may change. When these changes occur, Grainger does not recast the customer classification for prior periods as the industry used in the prior period was appropriate at the point-in-time. As a result, year-over-year changes may be impacted.
(2) Total Company includes other businesses, which includes the Cromwell business. Other businesses account for approximately 2% of Total Company revenue for both the three months ended June 30, 2024 and 2023.
(3) Other primarily includes revenue from industries and customers that are not material individually, including hospitality, restaurants, property management and natural resources.

10

W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Six Months Ended June 30,
2024
2023
Customer Industry(1)
High-Touch Solutions N.A.Endless Assortment
Total Company(2)
High-Touch Solutions N.A.Endless Assortment
Total Company(2)
Manufacturing31 %29 %31 %30 %30 %30 %
Government19 %3 %16 %20 %3 %16 %
Wholesale7 %18 %9 %7 %16 %9 %
Commercial Services7 %12 %8 %7 %12 %8 %
Contractors5 %11 %6 %5 %12 %6 %
Healthcare7 %1 %6 %7 %2 %6 %
Retail4 %4 %4 %4 %4 %4 %
Transportation4 %2 %4 %4 %2 %4 %
Utilities3 %2 %3 %3 %2 %3 %
Warehousing3 %1 %2 %4 %1 %3 %
Other(3)
10 %17 %11 %9 %16 %11 %
Total net sales100 %100 %100 %100 %100 %100 %
Percent of total company revenue80 %18 %100 %80 %18 %100 %
(1) Customer industry results for the six months ended June 30, 2024 and 2023 primarily use the North American Industry Classification System (NAICS). As customers' businesses evolve, industry classifications may change. When these changes occur, Grainger does not recast the customer classification for prior periods as the industry used in the prior period was appropriate at the point-in-time. As a result, year-over-year changes may be impacted.
(2) Total Company includes other businesses, which includes the Cromwell business. Other businesses account for approximately 2% of Total Company revenue for both the six months ended June 30, 2024 and 2023.
(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 $109 million and $114 million as of June 30, 2024 and December 31, 2023, respectively.

The Company had no material unsatisfied performance obligations, contract assets or liabilities as of June 30, 2024 and December 31, 2023.


NOTE 3 - PROPERTY, BUILDINGS AND EQUIPMENT
Property, buildings and equipment consisted of the following (in millions of dollars):
As of
June 30, 2024December 31, 2023
Land and land improvements$397 $397 
Building, structures and improvements1,524 1,469 
Furniture, fixtures, machinery and equipment1,859 1,852 
Property, buildings and equipment$3,780 $3,718 
Less accumulated depreciation2,113 2,060 
Property, buildings and equipment – net$1,667 $1,658 

11

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 six months ended June 30, 2024. 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 AssortmentTotal
Balance at January 1, 2023$313 $58 $371 
Translation2 (3)(1)
Balance at December 31, 2023315 55 370 
Translation(4)(6)(10)
Balance at June 30, 2024
$311 $49 $360 
The Company's cumulative goodwill impairments as of June 30, 2024 were $137 million. No goodwill impairments were recorded for the three and six months ended June 30, 2024 and 2023.
The balances and changes in intangible assets net are as follows (in millions of dollars):
As of
June 30, 2024December 31, 2023
Weighted average lifeGross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Customer lists and relationships10.6 years$164 $153 $11 $166 $153 $13 
Trademarks, trade names and other14.9 years31 24 7 31 23 8 
Non-amortized trade names and otherIndefinite18  18 20  20 
Capitalized software4.3 years690 489 201 659 466 193 
Total intangible assets6.1 years$903 $666 $237 $876 $642 $234 

12

W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 5 - DEBT
Total debt, including long-term and current maturities, consisted of the following (in millions of dollars):
As of
June 30, 2024
December 31, 2023
Carrying ValueFair Value Carrying ValueFair Value
4.60% senior notes due 2045
$1,000 $897 $1,000 $967 
1.85% senior notes due 2025
  500 483 
3.75% senior notes due 2046
400 312 400 336 
4.20% senior notes due 2047
400 333 400 361 
Debt issuance costs – net of amortization and other(17)(17)(34)(34)
Long-term debt1,783 1,525 2,266 2,113 
1.85% senior notes due 2025
500 489   
Japanese yen term loan14 14 32 32 
Other(9)(9)2 2 
Current maturities505 494 34 34 
Total debt$2,288 $2,019 $2,300 $2,147 

Senior Notes
Between 2015 and 2020, Grainger issued $2.3 billion in unsecured 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, representing underwriting fees and other expenses. These costs were recorded as a contra-liability in Long-term debt and are being amortized over the term of the Senior Notes using the straight-line method to Interest expense – net. As of June 30, 2024 and December 31, 2023, the unamortized costs were $18 million and $19 million, respectively.

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 are presented in Other in Current maturities as of June 30, 2024 and Other in Long-term debt as of December 31, 2023 in the table above. For further discussion on the Company's hedge accounting policies, see Note 6.

MonotaRO Term Loan
In August 2020, MonotaRO Co., Ltd (MonotaRO) entered into a ¥9 billion term loan agreement to fund technology investments and the expansion of its distribution center (DC) network. As of June 30, 2024 and December 31, 2023, the carrying amount of the term loan in Current maturities was $14 million and $32 million, respectively. The term loan matures in August 2024 and bears an average interest rate 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.
13

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 and interest rates. Grainger currently enters into certain derivatives or other financial instruments to hedge against these risks.

Fair Value Hedges
The Company uses interest rate swaps to hedge a portion of its fixed-rate 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 Condensed Consolidated Statements of Earnings in Interest expense – net. The notional amount of the Company’s outstanding fair value hedges as of June 30, 2024 and December 31, 2023 was $450 million.

Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, no recognition of ineffectiveness was recorded for the three and six months ended June 30, 2024 and 2023.

The liability hedged by the interest rate swaps is recorded in Current maturities as of June 30, 2024 and Long-term debt as of December 31, 2023 on the Condensed Consolidated Balance Sheets. The carrying amount of the hedged item, including the cumulative amount of fair value hedging adjustments was $438 million as of June 30, 2024 and $432 million as of December 31, 2023.

The interest rate swaps are reported on the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 as shown in the following table (in millions of dollars):
As of
June 30, 2024December 31, 2023
Accrued expenses$11 $ 
Other non-current liabilities$ $16 

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.

14

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 intersegment sales are included in each reportable segment's Selling, general and administrative expenses (SG&A) and are also eliminated in the Company's Condensed Consolidated Financial Statements.

Following is a summary of segment results (in millions of dollars):
 Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
 Net salesOperating earnings (losses)Net salesOperating earnings (losses)Net salesOperating earnings (losses)Net salesOperating earnings (losses)
High-Touch Solutions N.A.$3,458 $591 $3,355 $600 $6,863 $1,201 $6,649 $1,221 
Endless Assortment776 61 751 65 1,527 120 1,475 123 
Other78 (3)76 (4)157 (3)149 (3)
Total Company$4,312 $649 $4,182 $661 $8,547 $1,318 $8,273 $1,341 

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 team members, consumers, competitors, suppliers, customers, governmental entities and other third parties.

The Company has been engaged in litigation involving KMCO, LLC (KMCO) as described in previous quarterly and annual reports. The Company has since settled several of the personal injury lawsuits. Those settlements had, and continue to have, no effect on net earnings or cash flows. The Company continues to contest the remaining KMCO-related lawsuits and cannot predict the timing, outcome or any estimate of possible loss or range of losses on the remaining KMCO lawsuits.

NOTE 9 - SUBSEQUENT EVENTS
On July 31, 2024, the Company’s Board of Directors declared a quarterly dividend of $2.05 per share, payable September 1, 2024, to shareholders of record on August 12, 2024.
15

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, 2023 included in the Company's 2023 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.

Overview
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 2024, 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 2023 Form 10-K.

Recent Events
Macroeconomic Conditions
The global economy continues to experience volatility and uncertainty including to the commodity, labor and transportation markets, arising from a combination of geopolitical conditions and events, and various economic and financial factors. These conditions have affected the Company's operations and may continue to affect 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 changes in interest rates, currency exchange fluctuations, changing inflationary environment, and a potential recession on the Company’s business, customers, suppliers and other third parties. The Company has implemented strategies designed to mitigate certain adverse effects from the impact of the changing inflationary environment while 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 from the effects of recessionary periods in the industrial MRO 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 2023 Form 10-K.
16

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations –Three Months Ended June 30, 2024
In this section, Grainger utilizes non-GAAP measures where it believes it will assist users of its financial statements in understanding its business. For further information regarding the Company's non-GAAP measures including reconciliations to the most directly comparable GAAP measure, see below "Non-GAAP Measures."

The following table is included as an aid to understanding the changes in Grainger’s Condensed Consolidated Statements of Earnings for three months ended June 30, 2024 and 2023 (in millions of dollars except per share amounts):
Three Months Ended June 30,
% Change% of Net Sales
2024202320242023
Net sales(1)
$4,312 $4,182 3.1 %100.0 %100.0 %
Cost of goods sold2,618 2,538 3.2 60.7 60.7 
Gross profit1,694 1,644 3.0 39.3 39.3 
Selling, general and administrative expenses1,045 983 6.3 24.2 23.5 
Operating earnings649 661 (1.8)15.1 15.8 
Other expense – net13 16 (18.8)0.3 0.4 
Income tax provision146 155 (5.8)3.4 3.7 
Net earnings490 490 — 11.4 11.7 
Noncontrolling interest20 20 — 0.5 0.5 
Net earnings attributable to W.W. Grainger, Inc.$470 $470 — 10.9 %11.2 %
Diluted earnings per share$9.51 $9.28 2.5 %
(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 of Grainger's total net sales, daily net sales and daily, organic constant currency net sales from the prior period for the three months ended June 30, 2024 and 2023 (in millions of dollars):

Three Months Ended June 30,
2024
% Change(1)
2023
% Change(1)
Net sales $4,312 3.1 %$4,182 9.0 %
Daily net sales(2)
$67.4 3.1 %$65.3 9.0 %
Daily, organic constant currency net sales(2)
$68.7 5.1 %$66.0 10.1 %
(1) Calculated on the basis of prior year net sales for the three months ended June 30, 2024 and 2023.
(2) Daily net sales are adjusted for the difference in U.S. selling days relative to the prior year period. Daily, organic constant currency net sales are also adjusted to exclude the impact on net sales due to year-over-year foreign currency exchange rate fluctuations and the prior year period results of E & R Industrial Sales, Inc. (E&R) divested in the fourth quarter of 2023. There were 64 sales days in the three months ended June 30, 2024 and 2023. For further information regarding the Company's non-GAAP measures, including reconciliations to the most directly comparable GAAP measure, see below "Non-GAAP Measures."

Net sales of $4,312 million for the three months ended June 30, 2024 increased $130 million, or 3%, and on a daily, organic constant currency basis net sales increased 5% compared to the same period in 2023. Both High-Touch Solutions N.A. and the Endless Assortment segments contributed to sales growth in the second quarter of 2024. For further discussion on the Company's net sales, see the Segment Analysis section below.

17

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Gross profit of $1,694 million for the three months ended June 30, 2024 increased $50 million, or 3%. Gross profit margin was 39.3% for both the second quarter of 2024 and 2023. For further discussion on the Company's gross profit, see the Segment Analysis section below.

Selling, general and administrative (SG&A) expenses of $1,045 million for the three months ended June 30, 2024 increased $62 million, or 6%, compared to the same period in 2023. Adjusted SG&A of $1,029 million increased $46 million, or 5% driven by higher marketing and payroll and benefit expenses in the second quarter of 2024. Adjusted SG&A leverage decreased 40 basis points compared to the same period in 2023.

Operating earnings of $649 million for the three months ended June 30, 2024 decreased $12 million, or 2%, compared to the same period in 2023. Adjusted operating earnings of $665 million increased $4 million, or 1%, due to higher gross profit dollars, partially offset by increased SG&A expenses in the second quarter of 2024.

Income tax expense of $146 million and $155 million represents effective tax rates of 22.9% and 24.0% for the three months ended June 30, 2024 and 2023, respectively. Adjusted income tax expense of $150 million represents an adjusted effective tax rate of 22.9%. The decrease in the effective tax rate was primarily due to increased benefits from tax credits compared to the same period in 2023.

Diluted earnings per share was $9.51 and adjusted diluted earnings per share was $9.76 for the three months ended June 30, 2024. On an adjusted basis, this was an increase of 5.2% compared to $9.28 for the same period in 2023.

Segment Analysis
In this section, Grainger utilizes non-GAAP measures where it believes it will assist users of its financial statements in understanding its business. For further information regarding the Company's non-GAAP measures including reconciliations to the most directly comparable GAAP measure, see below "Non-GAAP Measures." 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 June 30,
20242023% Change
Net sales$3,458 $3,355 3.1 %
Gross profit$1,443 $1,398 3.2 %
Selling, general and administrative expenses$852 $798 6.8 %
Operating earnings$591 $600 (1.5)%

Net sales of $3,458 million for the three months ended June 30, 2024 increased $103 million, or 3%, and on a daily, organic constant currency basis increased 4% compared to the same period in 2023. The increase was primarily due to volume.

Gross profit of $1,443 million for the three months ended June 30, 2024 increased $45 million, or 3%. Gross profit margin was 41.7% for both the second quarter of 2024 and 2023.

SG&A of $852 million for the three months ended June 30, 2024 increased $54 million, or 7%, compared to the same period in 2023. Adjusted SG&A of $837 million increased $39 million, or 5%, primarily due to higher marketing and occupancy expenses in the second quarter of 2024. Adjusted SG&A leverage decreased 40 basis points compared to the same period in 2023.

Operating earnings of $591 million for the three months ended June 30, 2024 decreased $9 million, or 2%, compared to the same period in 2023. Adjusted operating earnings of $606 million increased $6 million, or 1%.
18

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 June 30,
20242023% Change
Net sales$776 $751 3.3 %
Gross profit$229 $224 2.2 %
Selling, general and administrative expenses$168 $159 5.7 %
Operating earnings$61 $65 (6.2)%

Net sales of $776 million for the three months ended June 30, 2024 increased $25 million, or 3%, and on a daily constant currency basis increased 12% compared to the same period in 2023. The increase was due to sales growth of 12%, driven by customer acquisition for the segment and enterprise growth at MonotaRO, partially offset by declining non-core, consumer-like customers at Zoro. Sales growth was offset by unfavorable currency exchange of 9% due to changes in the exchange rate between the U.S. dollar and the Japanese yen.

Gross profit of $229 million for the three months ended June 30, 2024 increased $5 million, or 2%, and gross profit margin of 29.5% decreased 20 basis points compared to the same period in 2023. The decrease was primarily driven by unfavorable product and customer mix.

SG&A of $168 million for the three months ended June 30, 2024 increased $9 million, or 6%, compared to the same period in 2023. The increase was due to higher marketing expenses in the second quarter of 2024. SG&A leverage decreased 50 basis points compared to the same period in 2023.

Operating earnings of $61 million for the three months ended June 30, 2024 decreased $4 million, or 6%, compared to the same period in 2023.
19

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Results of Operations – Six Months Ended June 30, 2024
In this section, Grainger utilizes non-GAAP measures where it believes it will assist users of its financial statements in understanding its business. For further information regarding the Company's non-GAAP measures including reconciliations to the most directly comparable GAAP measure, see below "Non-GAAP Measures."

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):

Six Months Ended June 30,
Percent Increase/(Decrease) from Prior Year
As a Percent of Net Sales
2024202320242023
Net sales(1)
$8,547 $8,273 3.3 %100.0 %100.0 %
Cost of goods sold5,185 4,995 3.8 60.7 60.4 
Gross profit3,362 3,278 2.6 39.3 39.6 
Selling, general and administrative expenses2,044 1,937 5.5 23.9 23.4 
Operating earnings1,318 1,341 (1.7)15.4 16.2 
Other expense – net27 34 (20.6)0.2 0.4 
Income tax provision304 309 (1.6)3.6 3.7 
Net earnings987 998 (1.1)11.6 12.1 
Noncontrolling interest39 40 (2.5)0.5 0.5 
Net earnings attributable to W.W. Grainger, Inc.$948 $958 (1.0)11.1 %11.6 %
Diluted earnings per share$19.13 $18.89 1.3 %
(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 of Grainger's total net sales, daily net sales and daily, organic constant currency net sales compared from the prior period for the six months ended June 30, 2024 and 2023 (in millions of dollars):
Six Months Ended June 30,
2024
% Change(1)
2023
% Change(1)
Net sales $8,547 3.3 %$8,273 10.6 %
Daily net sales(2)
$66.8 3.3 %$64.6 10.6 %
Daily, organic constant currency net sales(2)
$67.9 5.0 %$65.6 12.3 %
(1) Calculated on the basis of prior year net sales for the six months ended June 30, 2024 and 2023.
(2) Daily net sales are adjusted for the difference in U.S. selling days relative to the prior year period. Daily, organic constant currency net sales are also adjusted to exclude the impact on net sales due to year-over-year foreign currency exchange rate fluctuations and the prior year period results of E&R divested in the fourth quarter of 2023. There were 128 sales days in the six months ended June 30, 2024 and 2023. For further information regarding the Company's non-GAAP measures, including reconciliations to the most directly comparable GAAP measure, see below "Non-GAAP Measures."
Net sales of $8,547 million for the six months ended June 30, 2024 increased $274 million, or 3%, and on a daily, organic constant currency basis increased 5% compared to the same period in 2023. Both High-Touch Solutions N.A. and the Endless Assortment segments contributed to sales growth in the first half of 2024. For further discussion on the Company's net sales, see the Segment Analysis section below.
20

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Gross profit of $3,362 million for the six months ended June 30, 2024 increased $84 million, or 3%, and gross profit margin of 39.3% decreased 30 basis points compared to the same period in 2023. For further discussion on the Company's gross profit, see the Segment Analysis section below.

SG&A of $2,044 million for the six months ended June 30, 2024 increased $107 million, or 6%, compared to the same period in 2023. Adjusted SG&A of $2,028 million increased $91 million, or 5%, driven by higher marketing and payroll and benefit expenses in 2024. Adjusted SG&A leverage decreased 30 basis points compared to the same period in 2023.

Operating earnings of $1,318 million for the six months ended June 30, 2024 decreased $23 million, or 2%, compared to the same period in 2023. Adjusted operating earnings of $1,334 million decreased $7 million, or 1%.

Income taxes of $304 million for the six months ended June 30, 2024 decreased $5 million or 2%, compared to the same period in 2023. Adjusted income taxes of $308 million decreased $1 million. Grainger's effective tax rates were 23.5% and 23.6% for the six months ended June 30, 2024 and 2023, respectively. The adjusted effective tax rate for the six months ended June 30, 2024 was 23.5%.

Diluted earnings per share was $19.13 and adjusted diluted earnings per share was $19.37 for the six months ended June 30, 2024. On an adjusted basis, this was an increase of 3% compared to $18.89 for the same period in 2023.

Segment Analysis
In this section, Grainger utilizes non-GAAP measures where it believes it will assist users of its financial statements in understanding its business. For further information regarding the Company's non-GAAP measures including reconciliations to the most directly comparable GAAP measure, see "Non-GAAP Measures." 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):
Six Months Ended June 30,
20242023% Change
Net sales$6,863 $6,649 3.2 %
Gross profit$2,866 $2,795 2.5 %
Selling, general and administrative expenses$1,665 $1,574 5.8 %
Operating earnings$1,201 $1,221 (1.6)%

Net sales of $6,863 million for the six months ended June 30, 2024 increased $214 million, or 3%, and on a daily, organic constant currency basis increased 4% compared to the same period in 2023. The increase was primarily due to volume.

Gross profit of $2,866 million for the six months ended June 30, 2024 increased $71 million, or 3%, and gross profit margin of 41.8% decreased 20 basis points compared to the same period in 2023. The decrease was primarily driven by negative price cost spread due to timing.

SG&A of $1,665 million for the six months ended June 30, 2024 increased $91 million, or 6%, compared to the same period in 2023. Adjusted SG&A of $1,650 million increased $76 million, or 5%. The increase was primarily due to higher marketing expenses in 2024. Adjusted SG&A leverage decreased 50 basis points compared to the same period in 2023.

21

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Operating earnings of $1,201 million for the six months ended June 30, 2024 decreased $20 million, or 2%, compared to the same period in 2023. Adjusted operating earnings of $1,216 million decreased $5 million.

Endless Assortment
The following table shows reported segment results (in millions of dollars):
Six Months Ended June 30,
20242023% Change
Net sales$1,527 $1,475 3.5 %
Gross profit$449 $438 2.5 %
Selling, general and administrative expenses$329 $315 4.4 %
Operating earnings$120 $123 (2.4)%

Net sales of $1,527 million for the six months ended June 30, 2024 increased $52 million, or 4% and on a daily constant currency basis increased 11% compared to the same period in 2023. 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 7% due to changes in the exchange rate between the U.S. dollar and the Japanese yen.

Gross profit of $449 million for the six months ended June 30, 2024 increased $11 million, or 3%, and gross profit margin of 29.4% decreased 30 basis points compared to the same period in 2023. The decrease was driven by unfavorable product mix, partially offset by freight efficiencies.

SG&A of $329 million for the six months ended June 30, 2024 increased $14 million, or 4%, compared to the same period in 2023. The increase was primarily due to higher marketing expenses in 2024. SG&A leverage decreased 20 basis points compared to the same period in 2023.

Operating earnings of $120 million for the six months ended June 30, 2024 decreased $3 million, or 2% compared to the same period in 2023.

Non-GAAP Measures
Grainger utilizes non-GAAP measures where it believes it will assist users of its financial statements in understanding its business. Non-GAAP measures exclude certain items affecting comparability that can affect the year-over-year assessment of operating results and other one-time items that do not directly reflect ongoing operating results. The Company adjusts its reported net sales when there are differences in the number of U.S. selling days relative to the prior year period and also excludes the impact on reported net sales due to changes in foreign currency exchange rate fluctuations and results of certain divested businesses. This includes the net sales results of E&R divested in the fourth quarter of 2023 previously reported in the High-Touch Solutions N.A. segment. Adjusted results including adjusted SG&A, adjusted operating earnings, adjusted net earnings and adjusted diluted EPS exclude certain non-recurring items, including restructuring charges, asset impairments, gains and losses associated with business divestitures and other non-recurring, infrequent or unusual gains and losses from the Company’s most directly comparable reported U.S. generally accepted accounting principles (GAAP) results. The Company believes its non-GAAP measures provide meaningful information to assist investors in understanding financial results and assessing prospects for future performance as they provide a better baseline for analyzing the ongoing performance of its businesses by excluding items that may not be indicative of core operating results. Grainger’s non-GAAP financial measures should be considered in addition to, and not as a replacement for or as a superior measure to its most directly comparable GAAP measures and may not be comparable to similarly titled measures reported by other companies.





22

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Restructuring Actions
In the second quarter of 2024, the Company recorded restructuring charges in SG&A of $15 million in the High-Touch Solutions N.A. segment and $1 million in Grainger's Other businesses. The charges consisted primarily of employee severance and benefit costs. The Company does not expect these actions to have a material effect on its future results of operations.

The following tables provide reconciliations of reported net sales growth from the prior year period in accordance with GAAP to the Company's non-GAAP measures daily net sales and daily, organic constant currency net sales for the three months ended June 30, 2024 and 2023 (in millions of dollars):

Three Months Ended June 30,
High-Touch Solutions N.A.Endless Assortment
Total Company(1)
2024
% Change(2)
2024
% Change(2)
2024
% Change(2)
Reported net sales$3,458 3.1 %$776 3.3 %$4,312 3.1 %
Daily net sales(3)
54.0 3.1 12.1 3.3 67.4 3.1 
   Foreign currency exchange(4)
— — 1.0 8.4 1.0 1.5 
   Business divestiture(5)
0.3 0.6 — — 0.3 0.5 
Daily, organic constant currency net sales$54.3 3.7 %$13.1 11.7 %$68.7 5.1 %
2023
% Change(2)
2023
% Change(2)
2023
% Change(2)
Reported net sales$3,355 9.9 %$751 4.5 %$4,182 9.0 %
Daily net sales(3)
52.4 9.9 11.7 4.5 65.3 9.0 
   Foreign currency exchange(4)
— 0.1 0.6 5.6 0.7 1.1 
Daily, organic constant currency net sales$52.4 10.0 %$12.3 10.1 %66.010.1 %
(1) Total Company includes Other. Grainger's businesses reported in Other do not meet the criteria of a reportable segment.
(2) Compared to net sales in the prior year period.
(3) There were 64 sales days in the three months ended June 30, 2024 and 2023.
(4) Excludes the impact on net sales due to year-over-year foreign currency exchange rate fluctuations on a daily basis.
(5) Excludes the net sales results of the divested E&R business in the prior year period on a daily basis.

The following tables provide reconciliations of reported SG&A expenses, operating earnings, net earnings attributable to W.W. Grainger, Inc. and diluted earnings per share determined in accordance with GAAP to the Company's non-GAAP measures adjusted SG&A, adjusted operating earnings, adjusted net earnings attributable to W.W. Grainger, Inc. and adjusted diluted earnings per share for the three months ended June 30, 2024 and 2023 (in millions of dollars):

23

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three Months Ended June 30, 2024Reported
Adjustment(1)
Adjusted
% Change Reported(2)
% Change Adjusted(2)
Selling, general and administrative expenses
High-Touch Solutions N.A.$852 $(15)$837 
Endless Assortment168 — 168 
Other(3)
25 (1)24 
Selling, general and administrative expenses$1,045 $(16)$1,029 6.3%4.7%
Earnings
High-Touch Solutions N.A.$591 $15 $606 
Endless Assortment61 — 61 
Other(3)
(3)(2)
Operating earnings$649 $16 $665 (1.8)%0.6%
Total other expense – net(13)— (13)
Income tax provision(4)
(146)(4)(150)
Net earnings$490 $12 $502 
Noncontrolling interest(20)— (20)
Net earnings attributable to W.W. Grainger, Inc. $470 $12 $482 — 2.6%
Diluted earnings per share$9.51 $0.25 $9.76 2.5%5.2%
Three Months Ended June 30, 2023Reported
Adjustment(1)
Adjusted
% Change Reported(2)
% Change Adjusted(2)
Selling, general and administrative expenses
High-Touch Solutions N.A.$798 $— $798 
Endless Assortment159 — 159 
Other(3)
26 — 26 
Selling, general and administrative expenses$983 $— $983 8.4%8.4%
Earnings
High-Touch Solutions N.A.$600 $— $600 
Endless Assortment65 — 65 
Other(3)
(4)— (4)
Operating earnings$661 $— $661 23.5%23.5%
Total other expense – net(16)— (16)
Income tax provision(155)— (155)
Net earnings$490 $— $490 
Noncontrolling interest(20)— (20)
Net earnings attributable to W.W. Grainger, Inc.$470 $— $470 26.5%26.5%
Diluted earnings per share$9.28 $— $9.28 29.1%29.1%
(1) Reflects restructuring costs incurred in the second quarter of 2024. There were no non-GAAP adjustments for the three months ended June 30, 2023.
(2) Compared to the reported and adjusted results of the prior year period.
(3) Grainger's businesses reported in Other do not meet the criteria of a reportable segment.
(4) Reflects a tax benefit related to the restructuring costs incurred in the second quarter of 2024. Grainger's reported and adjusted effective tax rates were 22.9% for the three months ended June 30, 2024.

24

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following tables provide reconciliations of reported net sales growth from the prior year period in accordance with GAAP to the Company's non-GAAP measures daily net sales and daily, organic constant currency net sales for the six months ended June 30, 2024 and 2023 (in millions of dollars):

Six months ended June 30,
High-Touch Solutions N.A.Endless Assortment
Total Company(1)
2024
% Change(2)
2024
% Change(2)
2024
% Change(2)
Reported net sales$6,863 3.2 %$1,527 3.5 %$8,547 3.3 %
Daily net sales(3)
53.6 3.2 11.9 3.5 66.8 3.3 
   Foreign currency exchange(4)
— (0.1)0.9 7.4 0.8 1.2 
   Business divestiture(5)
0.3 0.6 — — 0.3 0.5 
Daily, organic constant currency net sales$53.9 3.7 %$12.8 10.9 %$67.9 5.0 %
2023
% Change(2)
2023
% Change(2)
2023
% Change(2)
Reported net sales$6,649 12.1 %$1,475 4.2 %$8,273 10.6 %
Daily net sales(3)
51.9 12.1 11.5 4.2 64.6 10.6 
   Foreign currency exchange(4)
0.1 0.1 0.9 7.8 1.0 1.7 
Daily, organic constant currency net sales$52.0 12.2 %$12.4 12.0 %65.612.3 %
(1) Total Company includes Other. Grainger's businesses reported in Other do not meet the criteria of a reportable segment.
(2) Compared to net sales in the prior year period.
(3) There were 128 sales days in the six months ended June 30, 2024 and 2023.
(4) Excludes the impact on net sales due to year-over-year foreign currency exchange rate fluctuations on a daily basis.
(5) Excludes the net sales results of the divested E&R business in the prior year period on a daily basis.

The following tables provide reconciliations of reported SG&A expenses, operating earnings, net earnings attributable to W.W. Grainger, Inc. and diluted earnings per share determined in accordance with GAAP to the Company's non-GAAP measures adjusted SG&A, adjusted operating earnings, adjusted net earnings attributable to W.W. Grainger, Inc. and adjusted diluted earnings per share for the six months ended June 30, 2024 and 2023 (in millions of dollars):

25

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Six Months Ended June 30, 2024Reported
Adjustment(1)
Adjusted
% Change Reported(2)
% Change Adjusted(2)
Selling, general and administrative expenses
High-Touch Solutions N.A.$1,665 $(15)$1,650 
Endless Assortment329 — 329 
Other(3)
50 (1)49 
Selling, general and administrative expenses$2,044 $(16)$2,028 5.5%4.7%
Earnings
High-Touch Solutions N.A.$1,201 $15 $1,216 
Endless Assortment120 — 120 
Other(3)
(3)(2)
Operating earnings$1,318 $16 $1,334 (1.7)%(0.5)%
Total other expense – net(27)— (27)
Income tax provision(4)
(304)(4)(308)
Net earnings$987 $12 $999 
Noncontrolling interest(39)— (39)
Net earnings attributable to W.W. Grainger, Inc. $948 $12 $960 (1.0)%0.2%
Diluted earnings per share$19.13 $0.24 $19.37 1.3%2.5%
Six Months Ended June 30, 2023Reported
Adjustment(1)
Adjusted
% Change Reported(2)
% Change Adjusted(2)
Selling, general and administrative expenses
High-Touch Solutions N.A.$1,574 $— $1,574 
Endless Assortment315 — 315 
Other(3)
48 — 48 
Selling, general and administrative expenses$1,937 $— $1,937 10.3%10.3%
Earnings
High-Touch Solutions N.A.$1,221 $— $1,221 
Endless Assortment123 — 123 
Other(3)
(3)— (3)
Operating earnings$1,341 $— $1,341 25.5%25.5%
Total other expense – net(34)— (34)
Income tax provision(309)— (309)
Net earnings$998 $— $998 
Noncontrolling interest(40)— (40)
Net earnings attributable to W.W. Grainger, Inc.$958 $— $958 30.0%30.0%
Diluted earnings per share$18.89 $— $18.89 32.6%32.6%
(1) Reflects restructuring costs incurred in the second quarter of 2024. There were no non-GAAP adjustments for the six months ended June 30, 2023.
(2) Compared to the reported and adjusted results of the prior year period.
(3) Grainger's businesses reported in Other do not meet the criteria of a reportable segment.
(4) Reflects a tax benefit related to the restructuring costs incurred in the second quarter of 2024. Grainger's reported and adjusted effective tax rates were 23.5% for the six months ended June 30, 2024.

26

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 June 30, 2024 and December 31, 2023, Grainger had cash and cash equivalents of $769 million and $660 million, respectively. The Company had approximately $2.0 billion in available liquidity as of June 30, 2024.

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

Six Months Ended June 30,
20242023
Total cash provided by (used in):
Operating activities$1,072 $904 
Investing activities(177)(191)
Financing activities(763)(521)
Effect of exchange rate changes on cash and cash equivalents(23)(2)
Increase in cash and cash equivalents$109 $190 

Net cash provided by operating activities was $1,072 million and $904 million for the six months ended June 30, 2024 and 2023, respectively. The increase was driven by favorable changes in working capital and inventory management combined with supply chain efficiencies compared to the prior year period.

Net cash used in investing activities was $177 million and $191 million for the six months ended June 30, 2024 and 2023, respectively.

Net cash used in financing activities was $763 million and $521 million for the six months ended June 30, 2024 and 2023, respectively. The increase was primarily due to higher treasury stock purchases compared to the prior year period.

Working Capital
Working capital as of June 30, 2024 was $3,153 million, an increase of $75 million compared to $3,078 million as of December 31, 2023. The increase was driven by higher operating cash and increased accounts receivable. As of June 30, 2024 and December 31, 2023, the ratio of current assets to current liabilities was 2.7 and 2.8, respectively.

Debt
Grainger maintains a debt ratio and liquidity position that provides flexibility in funding working capital needs and long-term cash requirements. Grainger has various sources of financing available.

Total debt as a percent of total capitalization was 38.9% and 40.1% as of June 30, 2024 and December 31, 2023, respectively.

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


27

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 June 30, 2024:

CorporateSenior UnsecuredShort-term
Moody'sA2A2P1
S&PA+A+A1

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 2023 Form 10-K.

Critical Accounting Estimates
The preparation of Grainger’s Condensed Consolidated Financial Statements and accompanying notes are in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make assumptions and estimates that affect the reported amounts. The Company considers an accounting policy to be a critical estimate if: (1) it involves assumptions that are uncertain when judgment was applied, and (2) changes in the estimate assumptions, or selection of a different estimate methodology, could have a significant impact on Grainger’s consolidated financial position and results. While the Company believes 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 Consolidated Financial Statements in Part II, Item 8: Financial Statements of the Company's 2023 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 2023 Form 10-K.
28

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 “estimate,” “believe,” “expect,” “could,” “may,” "continue," “plan,” “predict,” “will,” or “would,” and similar terms and phrases, including references to assumptions.

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

Important factors that could cause actual results to differ materially from those presented or implied in the forward-looking statements include, without limitation: inflation, higher product costs or other expenses, including operational and administrative expenses; the impact of macroeconomic pressures and geopolitical trends, changes and 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 Grainger’s eCommerce platforms; failure to adequately protect intellectual property or successfully defend against infringement claims; fluctuations or declines in Grainger's gross profit margin; Grainger’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 Grainger or third parties on which Grainger 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 Grainger’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; 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 team members; loss of key members of management or key team members; loss of operational flexibility and potential for work stoppages or slowdowns if team members unionize or join a collective bargaining arrangement; changes in effective tax rates; changes in credit ratings or outlook; Grainger’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 and elsewhere in Grainger's latest Form 10-K, as updated from time to time in Grainger's Quarterly Form 10-Q.

The preceding list is not intended to be an exhaustive list of all of the factors that could impact Grainger's forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on Grainger’s forward-looking statements and Grainger undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
29


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 2023 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 June 30, 2024, that have materially affected, or are reasonably likely to materially affect, Grainger’s internal control over financial reporting.

30


PART II – OTHER INFORMATION
 
Item 1: Legal Proceedings
For an update to the description of the Company’s legal proceedings, see Note 8 of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1: Financial Information of this Form 10-Q.

Item 1A: Risk Factors
There have been no material changes from the risk factors previously disclosed in Part 1, Item 1A: Risk Factors in the Company's 2023 Form 10-K.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities – Second Quarter 2024
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
Apr. 1 – Apr. 3090,304$965.7490,3044,982,776
May 1 – May 3187,326$936.6687,3264,895,450
Jun. 1 – Jun. 3080,049$901.2379,6214,815,829
  Total257,679257,251 
A.There were no shares withheld to satisfy tax withholding obligations.
B.The difference of 428 shares between the Total Number of Shares Purchased and the Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs represents shares purchased by the administrator and record keeper of the W.W. Grainger, Inc. Retirement Savings Plan for the benefit of the employees who participate in the plan.
C.Average price paid per share excludes excise tax and commissions of $0.02 per share paid.
D.Prior to April 28, 2024, purchases were made pursuant to a share repurchase program approved by Grainger's Board of Directors and announced on April 28, 2021 (2021 Program). On April 24, 2024, Grainger's Board of Directors authorized a program for the Company to repurchase an aggregate amount of up to five million shares in the open market, through privately negotiated transactions and block transactions, pursuant to a trading plan or otherwise (2024 Program) with no expiration date. In authorizing the 2024 Program, the Board of Directors terminated the 2021 Program.

Item 5: Other Information
On June 6, 2024, Deidra C. Merriwether, Grainger’s Chief Financial Officer, adopted a written plan for the sale of shares received pursuant to the vesting of equity awards on November 1, 2024 and April 1, 2025. The aggregate number of shares subject to the plan is 4,675 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 September 30, 2025, or any earlier date on which all of the shares have been sold.
On June 17, 2024, D.G. Macpherson, Grainger’s Chief Executive Officer, adopted a written plan for the exercise of options and sale of shares received. The aggregate number of options subject to the plan is 46,063 and excludes shares withheld by the financial advisor to satisfy transaction costs and income tax withholding obligations in connection with the net settlement of the options and shares. The plan is a single-trade plan, is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and will expire on December 12, 2024, 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 June 30, 2024.

31






W.W. Grainger, Inc. and Subsidiaries
Item 6: Exhibits
EXHIBIT NO.DESCRIPTION
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
32


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:August 1, 2024
 
 
 
By:
 
 
 
/s/ Deidra C. Merriwether
  Deidra C. Merriwether
Senior Vice President
 and Chief Financial Officer
(Principal Financial Officer)
Date:August 1, 2024
 
 
 
By:
 
 
 
/s/ Laurie R. Thomson
  Laurie R. Thomson
Vice President and Controller
(Principal Accounting Officer)

33

CERTIFICATION
Exhibit 31.1
I, D.G. Macpherson, certify that:
 
1.I have reviewed this Quarterly Report on Form 10-Q of W.W. Grainger, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 1, 2024
 
By: /s/ D.G. Macpherson                          
Name:D.G. Macpherson
Title:Chairman and Chief Executive Officer



CERTIFICATION
Exhibit 31.2
I, Deidra C. Merriwether, certify that:
 
1.I have reviewed this Quarterly Report on Form 10-Q of W.W. Grainger, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 1, 2024
 
By: /s/ Deidra C. Merriwether                                     
Name:Deidra C. Merriwether
Title:Senior Vice President and Chief Financial Officer



Exhibit 32
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with the Quarterly Report on Form 10-Q of W.W. Grainger, Inc. (“Grainger”) for the quarterly period ended June 30, 2024, (the “Report”), D.G. Macpherson, as Chairman and Chief Executive Officer of Grainger, and Deidra C. Merriwether, as Senior Vice President and Chief Financial Officer of Grainger, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Grainger.

 /s/ D.G. Macpherson
D.G. Macpherson
Chairman and Chief Executive Officer
August 1, 2024
 
 
 
 /s/ Deidra C. Merriwether
Deidra C. Merriwether
Senior Vice President and Chief Financial Officer
August 1, 2024


v3.24.2.u1
COVER - shares
6 Months Ended
Jun. 30, 2024
Jul. 25, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 1-5684  
Entity Registrant Name W.W. Grainger, Inc.  
Entity Incorporation, State or Country Code IL  
Entity Tax Identification Number 36-1150280  
Entity Address, Address Line One 100 Grainger Parkway  
Entity Address, City or Town Lake Forest,  
Entity Address, State or Province IL  
Entity Address, Postal Zip Code 60045-5201  
City Area Code 847  
Local Phone Number 535-1000  
Title of 12(b) Security Common Stock  
Trading Symbol GWW  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   48,825,703
Entity Central Index Key 0000277135  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - USD ($)
shares in Millions, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Net sales $ 4,312 $ 4,182 $ 8,547 $ 8,273
Cost of goods sold 2,618 2,538 5,185 4,995
Gross profit 1,694 1,644 3,362 3,278
Selling, general and administrative expenses 1,045 983 2,044 1,937
Operating earnings 649 661 1,318 1,341
Other expense (income):        
Interest expense – net 20 24 41 48
Other – net (7) (8) (14) (14)
Total other expense – net 13 16 27 34
Earnings before income taxes 636 645 1,291 1,307
Income tax provision 146 155 304 309
Net earnings 490 490 987 998
Less net earnings attributable to noncontrolling interest 20 20 39 40
Net earnings attributable to W.W. Grainger, Inc. $ 470 $ 470 $ 948 $ 958
Earnings per share:        
Basic (in dollars per share) $ 9.54 $ 9.32 $ 19.20 $ 18.98
Diluted (in dollars per share) $ 9.51 $ 9.28 $ 19.13 $ 18.89
Weighted average number of shares outstanding:        
Basic (in shares) 49.0 50.1 49.1 50.2
Diluted (in shares) 49.2 50.3 49.3 50.4
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net earnings $ 490 $ 490 $ 987 $ 998
Other comprehensive earnings (losses):        
Foreign currency translation adjustments – net of reclassification to earnings (57) (32) (111) (30)
Postretirement benefit plan losses and other – net of tax benefits of $1, $1, $2, and $2, respectively (4) (3) (7) (6)
Total other comprehensive earnings (losses) (61) (35) (118) (36)
Comprehensive earnings – net of tax 429 455 869 962
Less comprehensive earnings (losses) attributable to noncontrolling interest        
Net earnings 20 20 39 40
Foreign currency translation adjustments (20) (27) (42) (32)
Total comprehensive earnings (losses) attributable to noncontrolling interest 0 (7) (3) 8
Comprehensive earnings attributable to W.W. Grainger, Inc. $ 429 $ 462 $ 872 $ 954
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (PARENTHETICAL) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Postretirement benefit plan reclassification, net of tax benefit $ 1 $ 1 $ 2 $ 2
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 769 $ 660
Accounts receivable (less allowances for credit losses of $37 and $35, respectively) 2,344 2,192
Inventories – net 2,169 2,266
Prepaid expenses and other current assets 239 156
Total current assets 5,521 5,274
Property, buildings and equipment – net 1,667 1,658
Goodwill 360 370
Intangibles – net 237 234
Operating lease right-of-use 396 429
Other assets 171 182
Total assets 8,352 8,147
Current liabilities    
Current maturities 505 34
Trade accounts payable 1,106 954
Accrued compensation and benefits 254 327
Operating lease liability 72 71
Accrued expenses 424 397
Income taxes payable 36 48
Total current liabilities 2,397 1,831
Long-term debt 1,783 2,266
Long-term operating lease liability 352 381
Deferred income taxes and tax uncertainties 117 104
Other non-current liabilities 116 124
Shareholders' equity    
Cumulative preferred stock – $5 par value – 12,000,000 shares authorized; none issued or outstanding 0 0
Common Stock – $0.50 par value – 300,000,000 shares authorized; 109,659,219 shares issued 55 55
Additional contributed capital 1,371 1,355
Retained earnings 12,917 12,162
Accumulated other comprehensive losses (248) (172)
Treasury stock, at cost – 60,777,600 and 60,341,817 shares, respectively (10,818) (10,285)
Total W.W. Grainger, Inc. shareholders’ equity 3,277 3,115
Noncontrolling interest 310 326
Total shareholders' equity 3,587 3,441
Total liabilities and shareholders' equity $ 8,352 $ 8,147
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 37 $ 35
Cumulative preferred stock, par value (in dollars per share) $ 5 $ 5
Cumulative preferred stock, shares authorized (in shares) 12,000,000 12,000,000
Cumulative preferred stock, shares issued (in shares) 0 0
Cumulative preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.50 $ 0.50
Common stock, shares authorized (in shares) 300,000,000 300,000,000
Common stock, shares issued (in shares) 109,659,219 109,659,219
Treasury stock, shares at cost (in shares) 60,777,600 60,341,817
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net earnings $ 987 $ 998
Adjustments to reconcile net earnings to net cash provided by operating activities:    
Provision for credit losses 12 9
Deferred income taxes and tax uncertainties 15 17
Depreciation and amortization 116 102
Non-cash lease expense 41 38
Stock-based compensation 34 31
Change in operating assets and liabilities:    
Accounts receivable (205) (303)
Inventories 71 28
Prepaid expenses and other assets (42) 93
Trade accounts payable 184 147
Operating lease liabilities (47) (42)
Accrued liabilities (18) (169)
Income taxes – net (62) (28)
Other non-current liabilities (14) (17)
Net cash provided by operating activities 1,072 904
Cash flows from investing activities:    
Capital expenditures (195) (193)
Proceeds from sale of assets 1 2
Other – net 17 0
Net cash used in investing activities (177) (191)
Cash flows from financing activities:    
Proceeds from debt 3 6
Payments of debt (17) (18)
Proceeds from stock options exercised 10 28
Payments for employee taxes withheld from stock awards (40) (29)
Purchases of treasury stock (512) (313)
Cash dividends paid (206) (194)
Other – net (1) (1)
Net cash used in financing activities (763) (521)
Exchange rate effect on cash and cash equivalents (23) (2)
Net change in cash and cash equivalents 109 190
Cash and cash equivalents at beginning of year 660 325
Cash and cash equivalents at end of period $ 769 $ 515
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENT OF SHAREDHOLDERS' EQUITY - USD ($)
$ in Millions
Total
Common Stock
Additional Contributed Capital
Retained Earnings
Accumulated Other Comprehensive Earnings (Losses)
Treasury Stock
Noncontrolling Interest
Beginning balance at Dec. 31, 2022 $ 2,735 $ 55 $ 1,310 $ 10,700 $ (180) $ (9,445) $ 295
Increase (Decrease) in Stockholders' Equity              
Stock-based compensation 32   14     18  
Purchases of treasury stock (142)         (142)  
Net earnings 508     488     20
Other comprehensive earnings (losses) (1)       4   (5)
Cash dividends paid (87)     (87)      
Ending balance at Mar. 31, 2023 3,045 55 1,324 11,101 (176) (9,569) 310
Beginning balance at Dec. 31, 2022 2,735 55 1,310 10,700 (180) (9,445) 295
Increase (Decrease) in Stockholders' Equity              
Net earnings 998            
Other comprehensive earnings (losses) (36)            
Ending balance at Jun. 30, 2023 3,227 55 1,331 11,477 (184) (9,744) 292
Beginning balance at Mar. 31, 2023 3,045 55 1,324 11,101 (176) (9,569) 310
Increase (Decrease) in Stockholders' Equity              
Stock-based compensation 2   7     (7) 2
Purchases of treasury stock (168)         (168)  
Net earnings 490     470     20
Other comprehensive earnings (losses) (35)       (8)   (27)
Cash dividends paid (107)     (94)     (13)
Ending balance at Jun. 30, 2023 3,227 55 1,331 11,477 (184) (9,744) 292
Beginning balance at Dec. 31, 2023 3,441 55 1,355 12,162 (172) (10,285) 326
Increase (Decrease) in Stockholders' Equity              
Stock-based compensation 10   8     2  
Purchases of treasury stock (277)         (277)  
Net earnings 497     478     19
Other comprehensive earnings (losses) (57)       (35)   (22)
Cash dividends paid (105)     (92)     (13)
Ending balance at Mar. 31, 2024 3,509 55 1,363 12,548 (207) (10,560) 310
Beginning balance at Dec. 31, 2023 3,441 55 1,355 12,162 (172) (10,285) 326
Increase (Decrease) in Stockholders' Equity              
Net earnings 987            
Other comprehensive earnings (losses) (118)            
Ending balance at Jun. 30, 2024 3,587 55 1,371 12,917 (248) (10,818) 310
Beginning balance at Mar. 31, 2024 3,509 55 1,363 12,548 (207) (10,560) 310
Increase (Decrease) in Stockholders' Equity              
Stock-based compensation (6)   8     (15) 1
Purchases of treasury stock (244)         (243) (1)
Net earnings 490     470     20
Other comprehensive earnings (losses) (61)       (41)   (20)
Cash dividends paid (101)     (101)      
Ending balance at Jun. 30, 2024 $ 3,587 $ 55 $ 1,371 $ 12,917 $ (248) $ (10,818) $ 310
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENT OF SHAREDHOLDERS' EQUITY (PARENTHETICAL) - $ / shares
3 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]        
Cash dividends paid per share (in dollars per share) $ 2.05 $ 1.86 $ 1.86 $ 1.72
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
W.W. Grainger, Inc. is a broad line, business-to-business distributor of maintenance, repair and operating (MRO) products and services with operations primarily in North America (N.A.), Japan and the United Kingdom (U.K.). In this report, the words “Grainger” or “Company” mean W.W. Grainger, Inc. and its subsidiaries, except where the context makes it clear that the reference is only to W.W. Grainger, Inc. itself and not its subsidiaries.

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

The Condensed Consolidated Balance Sheet at December 31, 2023, 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, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2024 (2023 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 2023 Form 10-K.
v3.24.2.u1
REVENUE
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE 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 reportable segment and customer 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. The majority of Company revenue originates from contracts with a single performance obligation to deliver products, whereby performance obligations are satisfied when control of the product is transferred to the customer per the arranged shipping terms.

The following tables present the Company's percentage of revenue by reportable segment and by customer industry:
Three Months Ended June 30,
2024
2023
Customer Industry(1)
High-Touch Solutions N.A.Endless Assortment
Total Company(2)
High-Touch Solutions N.A.Endless Assortment
Total Company(2)
Manufacturing31 %30 %31 %29 %30 %30 %
Government19 %%16 %21 %%18 %
Wholesale%18 %%%16 %%
Commercial Services%12 %%%12 %%
Contractors%12 %%%12 %%
Healthcare%%%%%%
Retail%%%%%%
Transportation%%%%%%
Utilities%%%%%%
Warehousing%— %%%%%
Other(3)
10 %15 %11 %%16 %11 %
Total net sales100 %100 %100 %100 %100 %100 %
Percent of total company revenue80 %18 %100 %80 %18 %100 %
(1) Customer industry results for the three months ended June 30, 2024 and 2023 primarily use the North American Industry Classification System (NAICS). As customers' businesses evolve, industry classifications may change. When these changes occur, Grainger does not recast the customer classification for prior periods as the industry used in the prior period was appropriate at the point-in-time. As a result, year-over-year changes may be impacted.
(2) Total Company includes other businesses, which includes the Cromwell business. Other businesses account for approximately 2% of Total Company revenue for both the three months ended June 30, 2024 and 2023.
(3) Other primarily includes revenue from industries and customers that are not material individually, including hospitality, restaurants, property management and natural resources.
Six Months Ended June 30,
2024
2023
Customer Industry(1)
High-Touch Solutions N.A.Endless Assortment
Total Company(2)
High-Touch Solutions N.A.Endless Assortment
Total Company(2)
Manufacturing31 %29 %31 %30 %30 %30 %
Government19 %%16 %20 %%16 %
Wholesale%18 %%%16 %%
Commercial Services%12 %%%12 %%
Contractors%11 %%%12 %%
Healthcare%%%%%%
Retail%%%%%%
Transportation%%%%%%
Utilities%%%%%%
Warehousing%%%%%%
Other(3)
10 %17 %11 %%16 %11 %
Total net sales100 %100 %100 %100 %100 %100 %
Percent of total company revenue80 %18 %100 %80 %18 %100 %
(1) Customer industry results for the six months ended June 30, 2024 and 2023 primarily use the North American Industry Classification System (NAICS). As customers' businesses evolve, industry classifications may change. When these changes occur, Grainger does not recast the customer classification for prior periods as the industry used in the prior period was appropriate at the point-in-time. As a result, year-over-year changes may be impacted.
(2) Total Company includes other businesses, which includes the Cromwell business. Other businesses account for approximately 2% of Total Company revenue for both the six months ended June 30, 2024 and 2023.
(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 $109 million and $114 million as of June 30, 2024 and December 31, 2023, respectively.

The Company had no material unsatisfied performance obligations, contract assets or liabilities as of June 30, 2024 and December 31, 2023.
v3.24.2.u1
PROPERTY, BUILDINGS AND EQUIPMENT
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, BUILDINGS AND EQUIPMENT PROPERTY, BUILDINGS AND EQUIPMENT
Property, buildings and equipment consisted of the following (in millions of dollars):
As of
June 30, 2024December 31, 2023
Land and land improvements$397 $397 
Building, structures and improvements1,524 1,469 
Furniture, fixtures, machinery and equipment1,859 1,852 
Property, buildings and equipment$3,780 $3,718 
Less accumulated depreciation2,113 2,060 
Property, buildings and equipment – net$1,667 $1,658 
v3.24.2.u1
GOODWILL AND OTHER INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS
The Company did not identify any significant events or changes in circumstances that indicated the existence of impairment indicators during the three and six months ended June 30, 2024. 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 AssortmentTotal
Balance at January 1, 2023$313 $58 $371 
Translation(3)(1)
Balance at December 31, 2023315 55 370 
Translation(4)(6)(10)
Balance at June 30, 2024
$311 $49 $360 
The Company's cumulative goodwill impairments as of June 30, 2024 were $137 million. No goodwill impairments were recorded for the three and six months ended June 30, 2024 and 2023.
The balances and changes in intangible assets net are as follows (in millions of dollars):
As of
June 30, 2024December 31, 2023
Weighted average lifeGross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Customer lists and relationships10.6 years$164 $153 $11 $166 $153 $13 
Trademarks, trade names and other14.9 years31 24 31 23 
Non-amortized trade names and otherIndefinite18 — 18 20 — 20 
Capitalized software4.3 years690 489 201 659 466 193 
Total intangible assets6.1 years$903 $666 $237 $876 $642 $234 
v3.24.2.u1
DEBT
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
DEBT DEBT
Total debt, including long-term and current maturities, consisted of the following (in millions of dollars):
As of
June 30, 2024
December 31, 2023
Carrying ValueFair Value Carrying ValueFair Value
4.60% senior notes due 2045
$1,000 $897 $1,000 $967 
1.85% senior notes due 2025
— — 500 483 
3.75% senior notes due 2046
400 312 400 336 
4.20% senior notes due 2047
400 333 400 361 
Debt issuance costs – net of amortization and other(17)(17)(34)(34)
Long-term debt1,783 1,525 2,266 2,113 
1.85% senior notes due 2025
500 489 — — 
Japanese yen term loan14 14 32 32 
Other(9)(9)
Current maturities505 494 34 34 
Total debt$2,288 $2,019 $2,300 $2,147 

Senior Notes
Between 2015 and 2020, Grainger issued $2.3 billion in unsecured 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, representing underwriting fees and other expenses. These costs were recorded as a contra-liability in Long-term debt and are being amortized over the term of the Senior Notes using the straight-line method to Interest expense – net. As of June 30, 2024 and December 31, 2023, the unamortized costs were $18 million and $19 million, respectively.

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 are presented in Other in Current maturities as of June 30, 2024 and Other in Long-term debt as of December 31, 2023 in the table above. For further discussion on the Company's hedge accounting policies, see Note 6.

MonotaRO Term Loan
In August 2020, MonotaRO Co., Ltd (MonotaRO) entered into a ¥9 billion term loan agreement to fund technology investments and the expansion of its distribution center (DC) network. As of June 30, 2024 and December 31, 2023, the carrying amount of the term loan in Current maturities was $14 million and $32 million, respectively. The term loan matures in August 2024 and bears an average interest rate 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.
v3.24.2.u1
DERIVATIVE INSTRUMENTS
6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE INSTRUMENTS DERIVATIVE INSTRUMENTS
The Company's earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange and interest rates. Grainger currently enters into certain derivatives or other financial instruments to hedge against these risks.

Fair Value Hedges
The Company uses interest rate swaps to hedge a portion of its fixed-rate 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 Condensed Consolidated Statements of Earnings in Interest expense – net. The notional amount of the Company’s outstanding fair value hedges as of June 30, 2024 and December 31, 2023 was $450 million.

Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, no recognition of ineffectiveness was recorded for the three and six months ended June 30, 2024 and 2023.

The liability hedged by the interest rate swaps is recorded in Current maturities as of June 30, 2024 and Long-term debt as of December 31, 2023 on the Condensed Consolidated Balance Sheets. The carrying amount of the hedged item, including the cumulative amount of fair value hedging adjustments was $438 million as of June 30, 2024 and $432 million as of December 31, 2023.

The interest rate swaps are reported on the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 as shown in the following table (in millions of dollars):
As of
June 30, 2024December 31, 2023
Accrued expenses$11 $— 
Other non-current liabilities$— $16 

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.
v3.24.2.u1
SEGMENT INFORMATION
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION 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 intersegment sales are included in each reportable segment's Selling, general and administrative expenses (SG&A) and are also eliminated in the Company's Condensed Consolidated Financial Statements.

Following is a summary of segment results (in millions of dollars):
 Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
 Net salesOperating earnings (losses)Net salesOperating earnings (losses)Net salesOperating earnings (losses)Net salesOperating earnings (losses)
High-Touch Solutions N.A.$3,458 $591 $3,355 $600 $6,863 $1,201 $6,649 $1,221 
Endless Assortment776 61 751 65 1,527 120 1,475 123 
Other78 (3)76 (4)157 (3)149 (3)
Total Company$4,312 $649 $4,182 $661 $8,547 $1,318 $8,273 $1,341 

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.
v3.24.2.u1
CONTINGENCIES AND LEGAL MATTERS
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
CONTINGENCIES AND LEGAL MATTERS CONTINGENCIES AND LEGAL MATTERS
From time to time the Company is involved in various legal and administrative proceedings, including claims related to: product liability, safety or compliance; privacy and cybersecurity matters; negligence; contract disputes; environmental issues; unclaimed property; wage and hour laws; intellectual property; advertising and marketing; consumer protection; pricing (including disaster or emergency declaration pricing statutes); employment practices; regulatory compliance, including trade and export matters; anti-bribery and corruption; and other matters and actions brought by team members, consumers, competitors, suppliers, customers, governmental entities and other third parties.

The Company has been engaged in litigation involving KMCO, LLC (KMCO) as described in previous quarterly and annual reports. The Company has since settled several of the personal injury lawsuits. Those settlements had, and continue to have, no effect on net earnings or cash flows. The Company continues to contest the remaining KMCO-related lawsuits and cannot predict the timing, outcome or any estimate of possible loss or range of losses on the remaining KMCO lawsuits.
v3.24.2.u1
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
On July 31, 2024, the Company’s Board of Directors declared a quarterly dividend of $2.05 per share, payable September 1, 2024, to shareholders of record on August 12, 2024.
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) Attributable to Parent $ 470 $ 470 $ 948 $ 958
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended 6 Months Ended
Jun. 30, 2024
shares
Jun. 30, 2024
shares
Trading Arrangements, by Individual    
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Deidra C. Merriwether [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
On June 6, 2024, Deidra C. Merriwether, Grainger’s Chief Financial Officer, adopted a written plan for the sale of shares received pursuant to the vesting of equity awards on November 1, 2024 and April 1, 2025. The aggregate number of shares subject to the plan is 4,675 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 September 30, 2025, or any earlier date on which all of the shares have been sold.
Name Deidra C. Merriwether  
Title Chief Financial Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date June 6, 2024  
Expiration Date September 30, 2025  
Arrangement Duration 481 days  
Aggregate Available 4,675 4,675
D.G. Macpherson [Member]    
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement   On June 17, 2024, D.G. Macpherson, Grainger’s Chief Executive Officer, adopted a written plan for the exercise of options and sale of shares received. The aggregate number of options subject to the plan is 46,063 and excludes shares withheld by the financial advisor to satisfy transaction costs and income tax withholding obligations in connection with the net settlement of the options and shares. The plan is a single-trade plan, is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and will expire on December 12, 2024, or any earlier date on which all of the shares have been sold
Name D.G. Macpherson  
Title Chief Executive Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date June 17, 2024  
Expiration Date December 12, 2024  
Arrangement Duration 178 days  
Aggregate Available 46,063 46,063
v3.24.2.u1
REVENUE (Tables)
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenues
The following tables present the Company's percentage of revenue by reportable segment and by customer industry:
Three Months Ended June 30,
2024
2023
Customer Industry(1)
High-Touch Solutions N.A.Endless Assortment
Total Company(2)
High-Touch Solutions N.A.Endless Assortment
Total Company(2)
Manufacturing31 %30 %31 %29 %30 %30 %
Government19 %%16 %21 %%18 %
Wholesale%18 %%%16 %%
Commercial Services%12 %%%12 %%
Contractors%12 %%%12 %%
Healthcare%%%%%%
Retail%%%%%%
Transportation%%%%%%
Utilities%%%%%%
Warehousing%— %%%%%
Other(3)
10 %15 %11 %%16 %11 %
Total net sales100 %100 %100 %100 %100 %100 %
Percent of total company revenue80 %18 %100 %80 %18 %100 %
(1) Customer industry results for the three months ended June 30, 2024 and 2023 primarily use the North American Industry Classification System (NAICS). As customers' businesses evolve, industry classifications may change. When these changes occur, Grainger does not recast the customer classification for prior periods as the industry used in the prior period was appropriate at the point-in-time. As a result, year-over-year changes may be impacted.
(2) Total Company includes other businesses, which includes the Cromwell business. Other businesses account for approximately 2% of Total Company revenue for both the three months ended June 30, 2024 and 2023.
(3) Other primarily includes revenue from industries and customers that are not material individually, including hospitality, restaurants, property management and natural resources.
Six Months Ended June 30,
2024
2023
Customer Industry(1)
High-Touch Solutions N.A.Endless Assortment
Total Company(2)
High-Touch Solutions N.A.Endless Assortment
Total Company(2)
Manufacturing31 %29 %31 %30 %30 %30 %
Government19 %%16 %20 %%16 %
Wholesale%18 %%%16 %%
Commercial Services%12 %%%12 %%
Contractors%11 %%%12 %%
Healthcare%%%%%%
Retail%%%%%%
Transportation%%%%%%
Utilities%%%%%%
Warehousing%%%%%%
Other(3)
10 %17 %11 %%16 %11 %
Total net sales100 %100 %100 %100 %100 %100 %
Percent of total company revenue80 %18 %100 %80 %18 %100 %
(1) Customer industry results for the six months ended June 30, 2024 and 2023 primarily use the North American Industry Classification System (NAICS). As customers' businesses evolve, industry classifications may change. When these changes occur, Grainger does not recast the customer classification for prior periods as the industry used in the prior period was appropriate at the point-in-time. As a result, year-over-year changes may be impacted.
(2) Total Company includes other businesses, which includes the Cromwell business. Other businesses account for approximately 2% of Total Company revenue for both the six months ended June 30, 2024 and 2023.
(3) Other primarily includes revenue from industries and customers that are not material individually, including hospitality, restaurants, property management and natural resources.
v3.24.2.u1
PROPERTY, BUILDINGS AND EQUIPMENT (Tables)
6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Buildings and Equipment
Property, buildings and equipment consisted of the following (in millions of dollars):
As of
June 30, 2024December 31, 2023
Land and land improvements$397 $397 
Building, structures and improvements1,524 1,469 
Furniture, fixtures, machinery and equipment1,859 1,852 
Property, buildings and equipment$3,780 $3,718 
Less accumulated depreciation2,113 2,060 
Property, buildings and equipment – net$1,667 $1,658 
v3.24.2.u1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)
6 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Balances and Changes in Carrying Amounts of Goodwill
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 AssortmentTotal
Balance at January 1, 2023$313 $58 $371 
Translation(3)(1)
Balance at December 31, 2023315 55 370 
Translation(4)(6)(10)
Balance at June 30, 2024
$311 $49 $360 
Schedule of Balance in Intangible Assets, Net
The balances and changes in intangible assets net are as follows (in millions of dollars):
As of
June 30, 2024December 31, 2023
Weighted average lifeGross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Customer lists and relationships10.6 years$164 $153 $11 $166 $153 $13 
Trademarks, trade names and other14.9 years31 24 31 23 
Non-amortized trade names and otherIndefinite18 — 18 20 — 20 
Capitalized software4.3 years690 489 201 659 466 193 
Total intangible assets6.1 years$903 $666 $237 $876 $642 $234 
v3.24.2.u1
DEBT (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt Instruments
Total debt, including long-term and current maturities, consisted of the following (in millions of dollars):
As of
June 30, 2024
December 31, 2023
Carrying ValueFair Value Carrying ValueFair Value
4.60% senior notes due 2045
$1,000 $897 $1,000 $967 
1.85% senior notes due 2025
— — 500 483 
3.75% senior notes due 2046
400 312 400 336 
4.20% senior notes due 2047
400 333 400 361 
Debt issuance costs – net of amortization and other(17)(17)(34)(34)
Long-term debt1,783 1,525 2,266 2,113 
1.85% senior notes due 2025
500 489 — — 
Japanese yen term loan14 14 32 32 
Other(9)(9)
Current maturities505 494 34 34 
Total debt$2,288 $2,019 $2,300 $2,147 
v3.24.2.u1
DERIVATIVE INSTRUMENTS (Tables)
6 Months Ended
Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Fair Value and Carrying Amounts of Outstanding Derivative Instruments
The interest rate swaps are reported on the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 as shown in the following table (in millions of dollars):
As of
June 30, 2024December 31, 2023
Accrued expenses$11 $— 
Other non-current liabilities$— $16 
v3.24.2.u1
SEGMENT INFORMATION (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Summary of Segment Results
Following is a summary of segment results (in millions of dollars):
 Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
 Net salesOperating earnings (losses)Net salesOperating earnings (losses)Net salesOperating earnings (losses)Net salesOperating earnings (losses)
High-Touch Solutions N.A.$3,458 $591 $3,355 $600 $6,863 $1,201 $6,649 $1,221 
Endless Assortment776 61 751 65 1,527 120 1,475 123 
Other78 (3)76 (4)157 (3)149 (3)
Total Company$4,312 $649 $4,182 $661 $8,547 $1,318 $8,273 $1,341 
v3.24.2.u1
REVENUE - Disaggregation of Revenues (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 100.00% 100.00% 100.00% 100.00%
Percent of total company revenue 100.00% 100.00% 100.00% 100.00%
Operating earnings (losses)        
Disaggregation of Revenue [Line Items]        
Total company revenue (as a percent) 2.00% 2.00% 2.00% 2.00%
Manufacturing        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 31.00% 30.00% 31.00% 30.00%
Government        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 16.00% 18.00% 16.00% 16.00%
Wholesale        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 9.00% 8.00% 9.00% 9.00%
Commercial Services        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 8.00% 8.00% 8.00% 8.00%
Contractors        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 6.00% 6.00% 6.00% 6.00%
Healthcare        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 6.00% 6.00% 6.00% 6.00%
Retail        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 4.00% 4.00% 4.00% 4.00%
Transportation        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 4.00% 4.00% 4.00% 4.00%
Utilities        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 3.00% 2.00% 3.00% 3.00%
Warehousing        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 2.00% 3.00% 2.00% 3.00%
Other        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 11.00% 11.00% 11.00% 11.00%
High-Touch Solutions N.A.        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 100.00% 100.00% 100.00% 100.00%
Percent of total company revenue 80.00% 80.00% 80.00% 80.00%
High-Touch Solutions N.A. | Manufacturing        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 31.00% 29.00% 31.00% 30.00%
High-Touch Solutions N.A. | Government        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 19.00% 21.00% 19.00% 20.00%
High-Touch Solutions N.A. | Wholesale        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 7.00% 7.00% 7.00% 7.00%
High-Touch Solutions N.A. | Commercial Services        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 7.00% 7.00% 7.00% 7.00%
High-Touch Solutions N.A. | Contractors        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 5.00% 5.00% 5.00% 5.00%
High-Touch Solutions N.A. | Healthcare        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 7.00% 7.00% 7.00% 7.00%
High-Touch Solutions N.A. | Retail        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 4.00% 4.00% 4.00% 4.00%
High-Touch Solutions N.A. | Transportation        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 4.00% 4.00% 4.00% 4.00%
High-Touch Solutions N.A. | Utilities        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 3.00% 3.00% 3.00% 3.00%
High-Touch Solutions N.A. | Warehousing        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 3.00% 4.00% 3.00% 4.00%
High-Touch Solutions N.A. | Other        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 10.00% 9.00% 10.00% 9.00%
Endless Assortment        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 100.00% 100.00% 100.00% 100.00%
Percent of total company revenue 18.00% 18.00% 18.00% 18.00%
Endless Assortment | Manufacturing        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 30.00% 30.00% 29.00% 30.00%
Endless Assortment | Government        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 3.00% 3.00% 3.00% 3.00%
Endless Assortment | Wholesale        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 18.00% 16.00% 18.00% 16.00%
Endless Assortment | Commercial Services        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 12.00% 12.00% 12.00% 12.00%
Endless Assortment | Contractors        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 12.00% 12.00% 11.00% 12.00%
Endless Assortment | Healthcare        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 2.00% 2.00% 1.00% 2.00%
Endless Assortment | Retail        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 4.00% 4.00% 4.00% 4.00%
Endless Assortment | Transportation        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 2.00% 2.00% 2.00% 2.00%
Endless Assortment | Utilities        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 2.00% 2.00% 2.00% 2.00%
Endless Assortment | Warehousing        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 0.00% 1.00% 1.00% 1.00%
Endless Assortment | Other        
Disaggregation of Revenue [Line Items]        
Total net sales (as a percent) 15.00% 16.00% 17.00% 16.00%
v3.24.2.u1
REVENUE - Narrative (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Accrued sales incentives $ 109 $ 114
v3.24.2.u1
PROPERTY, BUILDINGS AND EQUIPMENT (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment $ 3,780 $ 3,718
Less accumulated depreciation 2,113 2,060
Property, buildings and equipment – net 1,667 1,658
Land    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment 397 397
Building, Structures and Improvements    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment 1,524 1,469
Furniture, Fixtures, Machinery and Equipment    
Property, Plant and Equipment [Line Items]    
Property, buildings and equipment $ 1,859 $ 1,852
v3.24.2.u1
GOODWILL AND OTHER INTANGIBLE ASSETS - Balances and Changes in Carrying Amounts of Goodwill (Details) - USD ($)
$ in Millions
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Goodwill [Roll Forward]    
Goodwill, beginning balance $ 370 $ 371
Translation (10) (1)
Goodwill, ending balance 360 370
High-Touch Solutions N.A. | Segment Balances Before Intersegment Eliminations and Consolidation Reconciling Items    
Goodwill [Roll Forward]    
Goodwill, beginning balance 315 313
Translation (4) 2
Goodwill, ending balance 311 315
Endless Assortment | Segment Balances Before Intersegment Eliminations and Consolidation Reconciling Items    
Goodwill [Roll Forward]    
Goodwill, beginning balance 55 58
Translation (6) (3)
Goodwill, ending balance $ 49 $ 55
v3.24.2.u1
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details)
$ in Millions
6 Months Ended
Jun. 30, 2024
USD ($)
Segment Balances Before Intersegment Eliminations and Consolidation Reconciling Items  
Segment Reporting Information [Line Items]  
Cumulative goodwill impairments $ 137
v3.24.2.u1
GOODWILL AND OTHER INTANGIBLE ASSETS - Balance in Intangible Assets, Net (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Intangible Assets, Gross (Excluding Goodwill), Total $ 903 $ 876  
Accumulated amortization 666 642  
Total intangible assets, net 237 $ 234  
Weighted average life      
Weighted average life   6 years 1 month 6 days 6 years 1 month 6 days
Customer lists and relationships      
Gross carrying amount 164 $ 166  
Accumulated amortization 153 153  
Net carrying amount $ 11 $ 13  
Customer lists and relationships | Weighted average life      
Weighted average life 10 years 7 months 6 days 10 years 7 months 6 days  
Trademarks, trade names and other      
Gross carrying amount $ 31 $ 31  
Accumulated amortization 24 23  
Net carrying amount $ 7 $ 8  
Trademarks, trade names and other | Weighted average life      
Weighted average life 14 years 10 months 24 days 14 years 10 months 24 days  
Non-amortized trade names and other      
Gross carrying amount $ 18 $ 20  
Accumulated amortization 0 0  
Non-amortized trade names and other 18 20  
Capitalized software      
Gross carrying amount 690 659  
Accumulated amortization 489 466  
Net carrying amount $ 201 $ 193  
Capitalized software | Weighted average life      
Weighted average life 4 years 3 months 18 days 4 years 3 months 18 days  
v3.24.2.u1
DEBT - Long-Term Debt Instruments (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Feb. 29, 2020
Debt Instrument [Line Items]      
Debt issuance costs – net of amortization and other $ (17) $ (34)  
Long-term debt 1,783 2,266  
Current maturities 505 34  
Long-term debt 2,288 2,300  
Long-term debt, fair value 1,525 2,113  
Debt issuance costs – net of amortization and other, fair value (17) (34)  
Current maturities, fair value 494 34  
Long-term debt, excluding current maturities, , fair value 2,019 2,147  
Japanese yen term loan      
Debt Instrument [Line Items]      
Short-term debt 14 32  
Short-term debt, fair value 14 32  
Other      
Debt Instrument [Line Items]      
Other (9) 2  
Other, fair value (9) 2  
Senior Notes      
Debt Instrument [Line Items]      
Debt issuance costs – net of amortization and other (18) (19)  
4.60% senior notes due 2045 | Senior Notes      
Debt Instrument [Line Items]      
Long-term debt, gross 1,000 1,000  
Long-term debt, fair value $ 897 967  
Interest rate 4.60%    
1.85% senior notes due 2025 | Senior Notes      
Debt Instrument [Line Items]      
Short-term debt $ 500 0  
Short-term debt, fair value 489 0  
1.85% senior notes due 2025 | Senior Notes      
Debt Instrument [Line Items]      
Long-term debt, gross 0 500  
Long-term debt, fair value $ 0 483  
Interest rate 1.85%   1.85%
3.75% senior notes due 2046 | Senior Notes      
Debt Instrument [Line Items]      
Long-term debt, gross $ 400 400  
Long-term debt, fair value $ 312 336  
Interest rate 3.75%    
4.20% senior notes due 2047 | Senior Notes      
Debt Instrument [Line Items]      
Long-term debt, gross $ 400 400  
Long-term debt, fair value $ 333 $ 361  
Interest rate 4.20%    
v3.24.2.u1
DEBT - Narrative (Details)
1 Months Ended
Aug. 31, 2020
JPY (¥)
Jun. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2020
USD ($)
Feb. 29, 2020
Dec. 31, 2015
USD ($)
Debt Instrument [Line Items]            
Debt issuance costs – net of amortization and other   $ 17,000,000 $ 34,000,000      
Senior Notes            
Debt Instrument [Line Items]            
Debt principal amount       $ 2,300,000,000   $ 2,300,000,000
Debt issuance costs – net of amortization and other   $ 18,000,000 19,000,000      
1.85% senior notes due 2025 | Senior Notes            
Debt Instrument [Line Items]            
Interest rate   1.85%     1.85%  
Long-term debt, gross   $ 0 500,000,000      
Term Loan Agreement, 0.05% | Japanese yen term loan            
Debt Instrument [Line Items]            
Debt principal amount | ¥ ¥ 9,000,000,000          
Long-term debt, gross   $ 14,000,000 $ 32,000,000      
Average interest rate 0.05%          
v3.24.2.u1
DERIVATIVE INSTRUMENTS - Narrative (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Derivative [Line Items]    
Derivative instruments and hedges, liabilities $ 438 $ 432
Fair Value Hedging | Designated as Hedging Instrument    
Derivative [Line Items]    
Derivative, notional amount $ 450 $ 450
v3.24.2.u1
DERIVATIVE INSTRUMENTS - Fair Value and Carrying Amounts of Outstanding Derivative Instruments (Details) - Interest rate swaps - Designated as Hedging Instrument - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Accrued Liabilities    
Derivative [Line Items]    
Other non-current liabilities $ 11 $ 0
Other Noncurrent Liabilities    
Derivative [Line Items]    
Other non-current liabilities $ 0 $ 16
v3.24.2.u1
SEGMENT INFORMATION - Narrative (Details)
6 Months Ended
Jun. 30, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.24.2.u1
SEGMENT INFORMATION - Summary of Segment Results (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information [Line Items]        
Total net sales $ 4,312 $ 4,182 $ 8,547 $ 8,273
Segment operating earnings 649 661 1,318 1,341
Other        
Segment Reporting Information [Line Items]        
Total net sales 78 76 157 149
Segment operating earnings (3) (4) (3) (3)
High-Touch Solutions N.A. | Segment Balances Before Intersegment Eliminations and Consolidation Reconciling Items        
Segment Reporting Information [Line Items]        
Total net sales 3,458 3,355 6,863 6,649
Segment operating earnings 591 600 1,201 1,221
Endless Assortment | Segment Balances Before Intersegment Eliminations and Consolidation Reconciling Items        
Segment Reporting Information [Line Items]        
Total net sales 776 751 1,527 1,475
Segment operating earnings $ 61 $ 65 $ 120 $ 123
v3.24.2.u1
SUBSEQUENT EVENTS (Details)
Jul. 30, 2024
$ / shares
Subsequent event  
Subsequent Event [Line Items]  
Dividend declared (in dollars per share) $ 2.05

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