gww-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2025

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

For the transition period from ______ to _______

Commission file number 1-5684

W.W. Grainger, Inc.

(Exact name of registrant as specified in its charter)

Illinois

36-1150280

(State or other jurisdiction of incorporation or organization)

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

100 Grainger Parkway

Lake Forest,

Illinois

60045-5201

(Address of principal executive offices)

(Zip Code)

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

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


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

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

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

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

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

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

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

Yes ☐ No ☒

There were 48,039,213 shares of the Company’s Common Stock outstanding as of April 24, 2025.


	TABLE OF CONTENTS
		Page
	PART I - FINANCIAL INFORMATION

Item 1:	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Earnings for the Three Months Ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Comprehensive Earnings for the Three Months Ended March 31, 2025 and 2024	4
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	6
	Condensed Consolidated Statements of Shareholders' Equity for the Three Months Ended March 31, 2025 and 2024	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4:	Controls and Procedures	23

	PART II - OTHER INFORMATION

Item 1:	Legal Proceedings	24
Item 1A:	Risk Factors	24
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 5:	Other Information	24
Item 6:	Exhibits	25
Signatures		26

PART I – FINANCIAL INFORMATION

Item 1: Financial Statements

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

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

(Unaudited)


	Three Months Ended
	March 31,
		2025		2024
Net sales		$	4,306	$	4,235
Cost of goods sold		2,596		2,567
Gross profit		1,710		1,668
Selling, general and administrative expenses		1,038		999
Operating earnings		672		669
Other expense (income):
Interest expense – net		21		21
Other – net		(6)		(7)
Total other expense – net		15		14
Earnings before income taxes		657		655
Income tax provision		157		158
Net earnings		500		497
Less net earnings attributable to noncontrolling interest		21		19
Net earnings attributable to W.W. Grainger, Inc.		$	479	$	478
Earnings per share:
Basic		$	9.88	$	9.65
Diluted		$	9.86	$	9.62
Weighted average number of shares outstanding:
Basic		48.2		49.2
Diluted		48.3		49.4

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

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In millions of dollars)

(Unaudited)


	Three Months Ended
	March 31,
		2025		2024
Net earnings		$	500	497
Other comprehensive earnings (losses):
Foreign currency translation adjustments		38		(54)


Postretirement benefit plan losses – net of tax expense of $1 and $1		(2)		(3)

Total other comprehensive earnings (losses)		36		(57)
Comprehensive earnings – net of tax		536		440
Less comprehensive earnings (losses) attributable to noncontrolling interest
Net earnings		21		19
Foreign currency translation adjustments		17		(22)
Total comprehensive earnings (losses) attributable to noncontrolling interest		38		(3)
Comprehensive earnings attributable to W.W. Grainger, Inc.		$	498	$	443

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

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	As of
Assets	(Unaudited) March 31, 2025		December 31, 2024
Current assets
Cash and cash equivalents	$	666	$	1,036
Accounts receivable (less allowance for credit losses of $33 and $32, respectively)	2,369		2,232
Inventories – net	2,309		2,306
Prepaid expenses and other current assets	186		163


Total current assets	5,530		5,737
Property, buildings and equipment – net	1,974		1,927

Goodwill	356		355
Intangibles – net	249		243
Operating lease right-of-use	366		371
Other assets	183		196
Total assets	$	8,658	$	8,829

Liabilities and shareholders' equity
Current liabilities

Current maturities	$	3	$	499
Trade accounts payable	1,114		952
Accrued compensation and benefits	272		324

Operating lease liability	78		78
Accrued expenses	412		407
Income taxes payable	138		45
Total current liabilities	2,017		2,305
Long-term debt	2,278		2,279
Long-term operating lease liability	320		327
Deferred income taxes and tax uncertainties	97		101
Other non-current liabilities	99		114
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 capital	1,409		1,399
Retained earnings	14,057		13,677
Accumulated other comprehensive losses	(255)		(274)
Treasury stock, at cost – 61,584,626 and 61,326,349 shares, respectively	(11,786)		(11,499)
Total W.W. Grainger, Inc. shareholders’ equity	3,480		3,358
Noncontrolling interest	367		345
Total shareholders' equity	3,847		3,703
Total liabilities and shareholders' equity	$	8,658	$	8,829

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

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of dollars)

(Unaudited)


	Three Months Ended
	March 31,
	2025		2024
Cash flows from operating activities:
Net earnings	$	500	$	497
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for credit losses	7		6
Deferred income taxes and tax uncertainties	(4)		(2)
Depreciation and amortization	61		56
Non-cash lease expense	20		21


Stock-based compensation	12		11


Change in operating assets and liabilities:
Accounts receivable	(128)		(163)
Inventories	6		76
Prepaid expenses and other assets	(19)		(85)
Trade accounts payable	154		202
Operating lease liabilities	(25)		(23)
Accrued liabilities	(42)		(35)
Income taxes – net	106		107
Other non-current liabilities	(2)		(7)

Net cash provided by operating activities	646		661
Cash flows from investing activities:
Capital expenditures	(125)		(119)
Proceeds from sale of assets	—		1



Net cash used in investing activities	(125)		(118)
Cash flows from financing activities:



Proceeds from debt	1		1
Payments of debt	(502)		(17)
Proceeds from stock options exercised	2		9
Payments for employee taxes withheld from stock awards	(3)		(10)
Purchases of treasury stock	(281)		(268)
Cash dividends paid	(115)		(105)
Other – net	—		(1)
Net cash used in financing activities	(898)		(391)
Exchange rate effect on cash and cash equivalents	7		(8)
Net change in cash and cash equivalents	(370)		144
Cash and cash equivalents at beginning of year	1,036		660
Cash and cash equivalents at end of period	$	666	$	804

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

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

(Unaudited)


	Common Stock		Additional Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Earnings (Losses)		Treasury Stock		Noncontrolling Interest		Total
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

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

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

(Unaudited)


	Common Stock		Additional Contributed Capital		Retained Earnings		Accumulated Other Comprehensive Earnings (Losses)		Treasury Stock		Noncontrolling Interest		Total
Balance at January 1, 2025	$	55	$	1,399	$	13,677	$	(274)	$	(11,499)	$	345	$	3,703
Stock-based compensation	—		10		—		—		1		—		11
Purchases of treasury stock	—		—		—		—		(288)		—		(288)
Net earnings	—		—		479		—		—		21		500
Other comprehensive earnings (losses)	—		—		—		19		—		17		36


Cash dividends paid ($2.05 per share)	—		—		(99)		—		—		(16)		(115)
Balance at March 31, 2025	$	55	$	1,409	$	14,057	$	(255)	$	(11,786)	$	367	$	3,847

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

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation

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

The Condensed Consolidated Balance Sheet at December 31, 2024, 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, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2025 (2024 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 2024 Form 10-K.

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 2 - REVENUE

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

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


	Three Months Ended March 31,
	2025						2024
Customer Industry(1)	High-Touch Solutions N.A.		Endless Assortment		Total Company(2)		High-Touch Solutions N.A.		Endless Assortment		Total Company(2)
Manufacturing	31	%	30	%	31	%	32	%	29	%	31	%
Government	18	%	3	%	15	%	18	%	3	%	15	%
Wholesale	7	%	19	%	10	%	8	%	18	%	9	%
Commercial Services	7	%	12	%	8	%	7	%	11	%	8	%
Contractors	5	%	12	%	6	%	5	%	11	%	6	%
Healthcare	8	%	1	%	6	%	7	%	1	%	6	%
Retail	4	%	4	%	4	%	4	%	4	%	4	%
Transportation	4	%	2	%	4	%	4	%	2	%	4	%
Utilities	3	%	2	%	3	%	3	%	2	%	3	%
Warehousing	3	%	—	%	2	%	2	%	—	%	2	%
Other(3)	10	%	15	%	11	%	10	%	19	%	12	%
Total net sales	100	%	100	%	100	%	100	%	100	%	100	%
Percent of total company revenue	79	%	19	%	100	%	80	%	18	%	100	%

(1) Customer industry results for the three months ended March 31, 2025 and 2024 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 March 31, 2025 and 2024.
(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 $106 million and $109 million as of March 31, 2025 and December 31, 2024, respectively.

The Company had no material unsatisfied performance obligations, contract assets or liabilities as of March 31, 2025 and December 31, 2024.

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 3 - PROPERTY, BUILDINGS AND EQUIPMENT

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


	As of
	March 31, 2025		December 31, 2024
Land and land improvements	$	417	$	415
Building, structures and improvements	1,763		1,723
Furniture, fixtures, machinery and equipment	1,993		1,945
Property, buildings and equipment	$	4,173	$	4,083
Less accumulated depreciation	2,199		2,156
Property, buildings and equipment – net	$	1,974	$	1,927

NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS

The Company did not identify any significant events or changes in circumstances that indicated the existence of impairment indicators during the three months ended March 31, 2025. As such, quantitative assessments were not required.

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


	High-Touch Solutions N.A.		Endless Assortment		Total
Balance at January 1, 2024	$	315	$	55	$	370


Translation	(9)		(6)		(15)
Balance at December 31, 2024	306		49		355


Translation	—		1		1
Balance at March 31, 2025	$	306	$	50	$	356

The Company's cumulative goodwill impairments as of March 31, 2025 were $137 million. No goodwill impairments were recorded for the three months ended March 31, 2025 and 2024.

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


		As of
		March 31, 2025						December 31, 2024
	Weighted average life	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Customer lists and relationships	10.7 years	$	165	$	156	$	9	$	164	$	155	$	9
Trademarks, trade names and other	14.9 years	31		25		6		31		24		7
Non-amortized trade names and other	Indefinite	18		—		18		18		—		18
Capitalized software	4.4 years	742		526		216		714		505		209
Total intangible assets	5.9 years	$	956	$	707	$	249	$	927	$	684	$	243

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
	March 31, 2025				December 31, 2024
	Carrying Value		Fair Value		Carrying Value		Fair Value
4.60% senior notes due 2045	$	1,000	$	893	$	1,000	$	894
4.45% senior notes due 2034	500		480		500		477
3.75% senior notes due 2046	400		332		400		332
4.20% senior notes due 2047	400		316		400		312






Debt issuance costs – net of amortization and other	(22)		(22)		(21)		(21)
Long-term debt	2,278		1,999		2,279		1,994


1.85% senior notes due 2025(1)	—		—		500		498
Other	3		3		(1)		(1)
Current maturities	3		3		499		497
Total debt	$	2,281	$	2,002	$	2,778	$	2,491

(1) On February 18, 2025, Grainger repaid in full the principal amount of $500 million for the 1.85% Senior Notes that matured in February 2025. The related interest rate swaps with a notional value of $450 million that hedged a portion of the interest rate risk related to this debt expired on February 15, 2025.

Senior Notes

Between 2015 and 2024, Grainger issued $2.8 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. The cumulative unamortized costs were $22 million as of March 31, 2025 and December 31, 2024.

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.

NOTE 6 - SEGMENT INFORMATION

Grainger's two reportable segments are High-Touch Solutions N.A. (HTSNA) and Endless Assortment (EA). These reportable segments align with Grainger's go-to-market strategies and bifurcated business models of high-touch solutions and endless assortment that generate sales primarily through the distribution of MRO products. The remaining businesses are classified as Other to reconcile to consolidated results. These businesses individually and in the aggregate do not meet the criteria of a reportable segment.

The operating and reportable segments reflect the way the chief operating decision maker (CODM) evaluates the business. All expenses directly attributable to each reportable segment are included in the operating results for each segment. The CODM is not regularly provided and does not evaluate the segments using total asset or capital expenditure information and it is therefore not disclosed. For further discussion on the CODM, see Note 12 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Company’s 2024 Form 10-K.

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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


	Three Months Ended March 31,
	2025						2024
	High-Touch Solutions N.A.		Endless Assortment		Total		High-Touch Solutions N.A.		Endless Assortment		Total
Net sales(1)	$	3,397	$	828	$	4,225	$	3,405	$	751	$	4,156

Reconciliation of net sales
Other net sales					81						79
Total company net sales					$	4,306					$	4,235

Less:
Cost of goods sold	1,958		583				1,982		531
Other segment items(2)	839		173				813		161
Segment operating earnings	$	600	$	72	$	672	$	610	$	59	$	669

Reconciliation of operating earnings
Other operating earnings					—						—
Total company operating earnings					$	672					$	669

(1) Intersegment sales are recorded at values based on market prices, which creates intercompany profit sales that are eliminated within each segment to present only the impact of net sales to external customers.

(2) Other segment items for HTSNA and EA consist of selling, general and administrative expenses primarily comprised of payroll and benefits, marketing expense, depreciation, amortization and non-cash lease expense, corporate overhead expenses allocated to each segment based upon benefits received, occupancy and other miscellaneous expenses. Intersegment expenses including fees and certain incurred costs for shared services are also included within the amounts shown above.

Depreciation, amortization and non-cash lease expense presented below is related to long-lived assets, capitalized software and right-of-use assets. Long-lived assets consist of property, buildings and equipment.


	Three Months Ended March 31,
	2025		2024
Depreciation, amortization and non-cash lease expense:
High-Touch Solutions N.A.	$	58	$	54
Endless Assortment	19		18
Other	2		2
Total	$	79	$	74

Following is revenue by geographic location (in millions of dollars):


	Three Months Ended March 31,
	2025		2024
Revenue by geographic location(1):
United States	$	3,504	$	3,446
Japan	480		451
Canada	162		168
Other foreign countries	160		170
	$	4,306	$	4,235

(1) Revenue presented above is attributed to the destination country where the customer is located.

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The Company is a broad line distributor of MRO products. 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. For further information regarding the Company's sales by segment and customer industry, see Note 2.

NOTE 7 - 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 remains in litigation involving KMCO, LLC (KMCO) as previously disclosed. The Company continues to contest the remaining KMCO-related lawsuits and cannot reasonably predict the timing, outcome or any estimate of possible loss or range of losses on the remaining KMCO lawsuits.

NOTE 8 - SUBSEQUENT EVENTS

On April 30, 2025, the Company’s Board of Directors declared a quarterly dividend of $2.26 per share, payable June 1, 2025, to shareholders of record on May 12, 2025.

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, 2024 included in the Company's 2024 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 2025, 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 2024 Form 10-K.

Recent Events

Macroeconomic Conditions

The global economy continues to experience elevated levels of volatility and uncertainty, including within the commodity, labor, and transportation markets, driven by a combination of geopolitical developments and macroeconomic factors. Recent imposition of new and expanded tariffs have further contributed to disruptions in global capital markets and global supply chains. These developments may impact the Company’s operations, financial condition, and results of operations.

The Company is actively monitoring economic conditions in the U.S. and internationally, including the potential ramifications of evolving trade policies, changes in interest rates, foreign currency exchange rate fluctuations, inflationary pressures, and the risk of a global or regional economic recession. In response to these factors, the Company has implemented various strategies designed to mitigate certain adverse effects of changing inflationary conditions and supply chain challenges, while continuing to maintain market price competitiveness.

Historically, the Company's broad and diverse customer base and the generally nondiscretionary nature of its products have provided a degree of resilience during periods of economic contraction in the industrial MRO market. However, the ultimate impact of ongoing macroeconomic conditions, including recent tariff-related developments, remains 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 2024 Form 10-K.

W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Results of Operations –Three Months Ended March 31, 2025

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 measures, 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 the three months ended March 31, 2025 and 2024 (in millions of dollars except per share amounts):


	Three Months Ended March 31,
					% Change		% of Net Sales
	2025		2024				2025		2024
Net sales(1)	$	4,306	$	4,235	1.7	%	100.0	%	100.0	%
Cost of goods sold	2,596		2,567		1.1		60.3		60.6
Gross profit	1,710		1,668		2.5		39.7		39.4
Selling, general and administrative expenses	1,038		999		3.9		24.1		23.6
Operating earnings	672		669		0.4		15.6		15.8
Other expense – net	15		14		7.1		0.4		0.4
Income tax provision

SEC Form 10-Q filed by W.W. Grainger Inc.