Companies: 10,651     total market cap: โ‚น12824.362 T
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W. W. Grainger
GWW
#460
Rank
โ‚น4.733 T
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
โ‚น98,967
Share price
-0.21%
Change (1 day)
2.10%
Change (1 year)
W. W. Grainger, Inc. is an American industrial supply distribution company with offerings such as motors, lighting, material handling, fasteners, plumbing, tools, and safety supplies.
  1. W. W. Grainger
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2025 Q3

W. W. Grainger - 10-Q quarterly report FY2025 Q3


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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 September 30, 2025
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 47,549,337 shares of the Company’s Common Stock outstanding as of October 24, 2025.
1

TABLE OF CONTENTS
 Page
PART I - FINANCIAL INFORMATION 
   
Item 1:Financial Statements (Unaudited) 
 
Condensed Consolidated Statements of Earnings 
    for the Three and Nine Months Ended September 30, 2025 and 2024
3
 
Condensed Consolidated Statements of Comprehensive Earnings 
    for the Three and Nine Months Ended September 30, 2025 and 2024
4
 
Condensed Consolidated Balance Sheets
    as of September 30, 2025 and December 31, 2024
5
 
Condensed Consolidated Statements of Cash Flows
    for the Nine Months Ended September 30, 2025 and 2024
6
Condensed Consolidated Statements of Shareholders' Equity
    for the Three and Nine Months Ended September 30, 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
18
Item 3:Quantitative and Qualitative Disclosures About Market Risk
33
Item 4:Controls and Procedures
33
PART II - OTHER INFORMATION

   
Item 1:Legal Proceedings
34
Item 1A:Risk Factors
34
Item 2:Unregistered Sales of Equity Securities and Use of Proceeds
34
Item 5:Other Information
34
Item 6:Exhibits
36
Signatures 
37
  

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 EndedNine Months Ended
 September 30,September 30,
 2025202420252024
Net sales$4,657 $4,388 $13,517 $12,935 
Cost of goods sold2,859 2,668 8,254 7,853 
Gross profit1,798 1,720 5,263 5,082 
Selling, general and administrative expenses1,287 1,034 3,402 3,078 
Operating earnings511 686 1,861 2,004 
Other expense (income):  
Interest expense – net20 19 61 60 
Other – net(1)(4)(10)(18)
Total other expense – net19 15 51 42 
Earnings before income taxes
492 671 1,810 1,962 
Income tax provision171 166 481 470 
Net earnings321 505 1,329 1,492 
Less net earnings attributable to noncontrolling interest27 19 74 58 
Net earnings attributable to W.W. Grainger, Inc.$294 $486 $1,255 $1,434 
Earnings per share:  
Basic$6.13 $9.90 $26.02 $29.10 
Diluted$6.12 $9.87 $25.97 $29.00 
Weighted average number of shares outstanding:    
Basic47.8 48.8 48.0 49.0 
Diluted47.9 48.9 48.1 49.2 
 
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 EndedNine Months Ended
September 30,September 30,
 2025202420252024
Net earnings$321 $505 $1,329 1,492 
Other comprehensive earnings (losses):  
Foreign currency translation adjustments (28)79 85 (32)
Postretirement benefit plan losses – net of tax expense of $1, $1, $3, and $3, respectively
(3)(3)(9)(10)
Total other comprehensive earnings (losses)(31)76 76 (42)
Comprehensive earnings – net of tax290 581 1,405 1,450 
Less comprehensive earnings (losses) attributable to noncontrolling interest
Net earnings27 19 74 58 
Foreign currency translation adjustments(11)38 21 (4)
Total comprehensive earnings (losses) attributable to noncontrolling interest16 57 95 54 
Comprehensive earnings attributable to W.W. Grainger, Inc.
$274 $524 $1,310 $1,396 

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) September 30, 2025
December 31, 2024
Current assets  
Cash and cash equivalents$535 $1,036 
Accounts receivable (less allowance for credit losses of $36 and $32, respectively)
2,408 2,232 
Inventories – net2,275 2,306 
Prepaid expenses and other current assets206 163 
Assets held for sale50 — 
Total current assets5,474 5,737 
Property, buildings and equipment – net2,237 1,927 
Goodwill361 355 
Intangibles – net264 243 
Operating lease right-of-use320 371 
Other assets192 196 
Total assets$8,848 $8,829 
Liabilities and shareholders' equity
Current liabilities  
Current maturities$2 $499 
Trade accounts payable1,123 952 
Accrued compensation and benefits297 324 
Operating lease liability76 78 
Accrued expenses410 407 
Income taxes payable25 45 
Liabilities held for sale82 — 
Total current liabilities2,015 2,305 
Long-term debt2,367 2,279 
Long-term operating lease liability275 327 
Deferred income taxes and tax uncertainties135 101 
Other non-current liabilities95 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 capital1,428 1,399 
Retained earnings14,615 13,677 
Accumulated other comprehensive losses(219)(274)
Treasury stock, at cost – 62,034,184 and 61,326,349
shares, respectively
(12,318)(11,499)
Total W.W. Grainger, Inc. shareholders’ equity3,561 3,358 
Noncontrolling interest400 345 
Total shareholders' equity3,961 3,703 
Total liabilities and shareholders' equity$8,848 $8,829 
  
The accompanying notes are an integral part of these financial statements.
5

W.W. Grainger, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of dollars)
(Unaudited)
Nine Months Ended
 September 30,
 20252024
Cash flows from operating activities: 
Net earnings$1,329 $1,492 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for credit losses20 18 
Deferred income taxes and tax uncertainties 37 24 
Depreciation and amortization190 175 
Non-cash lease expense62 61 
Impairment loss and net losses from business divestitures196 — 
Stock-based compensation49 48 
Change in operating assets and liabilities: 
Accounts receivable(252)(183)
Inventories(27)86 
Prepaid expenses and other assets(32)(26)
Trade accounts payable185 99 
Operating lease liabilities(79)(73)
Accrued liabilities4 36 
Income taxes – net(42)(64)
Other non-current liabilities(20)(10)
Net cash provided by operating activities1,620 1,683 
Cash flows from investing activities: 
Capital expenditures(558)(283)
Proceeds from sale of assets4 2 
Other – net11 19 
Net cash used in investing activities(543)(262)
Cash flows from financing activities: 
Proceeds from debt90 503 
Payments of debt(503)(38)
Proceeds from stock options exercised2 26 
Payments for employee taxes withheld from stock awards(31)(44)
Purchases of treasury stock(798)(739)
Cash dividends paid(358)(321)
Other – net(1)(2)
Net cash used in financing activities(1,599)(615)
Exchange rate effect on cash and cash equivalents21 (18)
Net change in cash and cash equivalents(501)788 
Cash and cash equivalents at beginning of year1,036 660 
Cash and cash equivalents at end of period$535 $1,448 
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, 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 
Stock-based compensation— 18 — — 9 — 27 
Purchases of treasury stock— — — — (223)— (223)
Net earnings— — 486 — — 19 505 
Other comprehensive earnings (losses)— — — 38 — 38 76 
Capital contribution— (1)— — — 1 — 
Cash dividends paid ($2.05 per share)
— — (101)— — (15)(116)
Balance at September 30, 2024$55 $1,388 $13,302 $(210)$(11,032)$353 $3,856 

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, 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 
Stock-based compensation— 6 — — (11)1 (4)
Purchases of treasury stock— — — — (228)— (228)
Net earnings— — 482 — — 26 508 
Other comprehensive earnings (losses)— — — 56 — 15 71 
Capital contribution— (1)— — — — (1)
Cash dividends paid ($2.26 per share)
— — (110)— — — (110)
Balance at June 30, 2025$55 $1,414 $14,429 $(199)$(12,025)$409 $4,083 
Stock-based compensation— 14 — — — (1)13 
Purchases of treasury stock— — — — (293)— (293)
Net earnings— — 294 — — 27 321 
Other comprehensive earnings (losses)— — — (20)— (11)(31)
Capital contribution— — — — — 1 1 
Cash dividends paid ($2.26 per share)
— — (108)— — (25)(133)
Balance at September 30, 2025$55 $1,428 $14,615 $(219)$(12,318)$400 $3,961 

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, 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.
9
W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 2 - ASSETS AND LIABILITIES HELD FOR SALE
In September 2025, Grainger committed to a plan to sell its Cromwell business in the United Kingdom (U.K.), part of Other, which is not a reportable segment, and entered into a definitive agreement on October 6, 2025. Completion of the sale is expected in the fourth quarter of 2025, subject to satisfaction of customary closing conditions and regulatory approval. The Company determined the associated assets and liabilities met the held for sale accounting criteria as of September 30, 2025. As a result, the Company recorded an asset impairment loss of $186 million in selling, general and administrative expenses in the third quarter of 2025 to adjust the net book value of this business (including cumulative translation losses related to the Cromwell business in accumulated other comprehensive losses) to its fair value less cost to sell. There was no tax benefit as a result of this impairment loss. The planned divestiture is not considered a strategic shift that will have a material effect on the Company's operations and financial results, and therefore it does not qualify for reporting as discontinued operations.

The assets and liabilities classified as held for sale on the Condensed Consolidated Balance Sheet as of September 30, 2025 were as follows (in millions of dollars):

As of
(Unaudited) September 30, 2025
Accounts receivable$85 
Inventories – net82 
Prepaid expenses and other current assets8 
Property, buildings and equipment – net40 
Intangibles – net4 
Operating lease right-of-use17 
Impairment of carrying value(186)
Total assets held for sale$50 
Trade accounts payable$33 
Accrued compensation and benefits5 
Operating lease liability5 
Accrued expenses22 
Long-term operating lease liability12 
Other non-current liabilities5 
Total liabilities held for sale$82 


NOTE 3 - 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.

10
W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following tables present the Company's percentage of revenue by reportable segment and by customer industry:

Three Months Ended September 30,
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)
Manufacturing30 %30 %30 %30 %30 %30 %
Government20 %3 %16 %20 %3 %17 %
Wholesale7 %18 %9 %7 %18 %9 %
Commercial Services7 %12 %8 %7 %12 %8 %
Contractors6 %12 %7 %5 %12 %6 %
Healthcare7 %1 %6 %7 %1 %6 %
Retail4 %4 %4 %4 %4 %4 %
Transportation4 %2 %4 %4 %2 %4 %
Utilities3 %2 %3 %3 %2 %3 %
Warehousing2 %— %2 %3 %— %2 %
Other(3)
10 %16 %11 %10 %16 %11 %
Total net sales100 %100 %100 %100 %100 %100 %
Percent of total company revenue78 %20 %100 %80 %18 %100 %
(1)Customer industry results for the three months ended September 30, 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 accounted for approximately 2% of Total Company revenue for both the three months ended September 30, 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.

11
W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Nine Months Ended September 30,
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)
Manufacturing30 %30 %30 %31 %29 %31 %
Government19 %3 %16 %19 %3 %16 %
Wholesale7 %18 %9 %7 %18 %9 %
Commercial Services7 %12 %8 %7 %12 %8 %
Contractors6 %12 %7 %5 %12 %6 %
Healthcare7 %1 %6 %7 %1 %6 %
Retail4 %4 %4 %4 %4 %4 %
Transportation4 %2 %4 %4 %2 %4 %
Utilities3 %2 %3 %3 %2 %3 %
Warehousing3 %— %2 %3 %— %2 %
Other(3)
10 %16 %11 %10 %17 %11 %
Total net sales100 %100 %100 %100 %100 %100 %
Percent of total company revenue78 %20 %100 %80 %18 %100 %
(1)Customer industry results for the nine months ended September 30, 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 accounted for approximately 2% of Total Company revenue for both the nine months ended September 30, 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 $113 million and $109 million as of September 30, 2025 and December 31, 2024, respectively.

The Company had no material unsatisfied performance obligations, contract assets or liabilities as of September 30, 2025 and December 31, 2024.

NOTE 4 - PROPERTY, BUILDINGS AND EQUIPMENT
Property, buildings and equipment consisted of the following (in millions of dollars):
As of
September 30, 2025December 31, 2024
Land and land improvements$550 $415 
Building, structures and improvements1,845 1,723 
Furniture, fixtures, machinery and equipment2,052 1,945 
Property, buildings and equipment$4,447 $4,083 
Less accumulated depreciation2,210 2,156 
Property, buildings and equipment – net$2,237 $1,927 

12
W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS
The Company did not identify any significant events or changes in circumstances that indicated the existence of impairment indicators during the three and nine months ended September 30, 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 AssortmentTotal
Balance at January 1, 2024
$315 $55 $370 
Translation(9)(6)(15)
Balance at December 31, 2024
306 49 355 
Translation4 2 6 
Balance at September 30, 2025
$310 $51 $361 
The Company's cumulative goodwill impairments as of September 30, 2025 were $137 million. No goodwill impairments were recorded for the three and nine months ended September 30, 2025 and 2024.
The balances and changes in intangible assets – net are as follows (in millions of dollars):
As of
September 30, 2025December 31, 2024
Weighted average lifeGross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Customer lists and relationships10.7 years$164 $158 $6 $164 $155 $9 
Trademarks, trade names and other16.5 years20 16 4 31 24 7 
Non-amortized trade names and otherIndefinite19 — 19 18 — 18 
Capitalized software4.5 years805 570 235 714 505 209 
Total intangible assets5.8 years$1,008 $744 $264 $927 $684 $243 

13
W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 6 - DEBT
Total debt, including long-term and current maturities, consisted of the following (in millions of dollars):
As of
September 30, 2025
December 31, 2024
Carrying ValueFair Value Carrying ValueFair Value
4.60% senior notes due 2045
$1,000 $911 $1,000 $894 
4.45% senior notes due 2034
500 494 500 477 
3.75% senior notes due 2046
400 337 400 332 
4.20% senior notes due 2047
400 319 400 312 
Japanese Yen term loans88 88 — — 
Debt issuance costs – net of amortization and other(21)(21)(21)(21)
Long-term debt2,367 2,128 2,279 1,994 
1.85% senior notes due 2025(1)
— — 500 498 
Other2 2 (1)(1)
Current maturities2 2 499 497 
Total debt$2,369 $2,130 $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. As of September 30, 2025 and December 31, 2024, the cumulative unamortized costs were $21 million and $22 million, respectively.

Japanese Yen Term Loans
In June 2025, MonotaRO entered into ¥9 billion term loan agreements to fund the expansion of its distribution center (DC) network. The Japanese Yen term loans mature in 2035, payable in equal monthly principal installments from September 2028 through June 2035, and bear a weighted average interest rate of 1.24%.

In September 2025, MonotaRO entered into an additional ¥4 billion term loan agreement to fund the expansion of its DC network. The Japanese Yen term loan matures in 2035, payable in equal monthly principal installments from September 2028 through June 2035, and bears a fixed interest rate of 1.33%.

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.

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. (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.

The following is a summary of segment results (in millions of dollars):
Three Months Ended September 30,
20252024
High-Touch Solutions N.A.Endless AssortmentTotalHigh-Touch Solutions N.A.Endless AssortmentTotal
Net sales(1)
$3,635 $935 $4,570 $3,515 $791 $4,306 
Reconciliation of net sales
Other net sales87 82 
   Total company net sales $4,657 $4,388 
Less:
Cost of goods sold2,140 654 2,053 558 
Other segment items(2)
871 199 845 163 
   Segment operating earnings$624 $82 $706 $617 $70 $687 
Reconciliation of operating earnings
Other operating earnings(195)(1)
   Total company operating earnings$511 $686 
(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.

15
W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Nine Months Ended September 30,
20252024
High-Touch Solutions N.A.Endless AssortmentTotalHigh-Touch Solutions N.A.Endless AssortmentTotal
Net sales(1)
$10,576 $2,692 $13,268 $10,378 $2,318 $12,696 
Reconciliation of net sales
Other net sales249 239 
   Total company net sales $13,517 $12,935 
Less:
Cost of goods sold6,188 1,889 6,050 1,636 
Other segment items(2)
2,575 557 2,510 492 
   Segment operating earnings$1,813 $246 $2,059 $1,818 $190 $2,008 
Reconciliation of operating earnings
Other operating earnings (losses)(198)(4)
   Total company operating earnings$1,861 $2,004 
(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 September 30,Nine Months Ended September 30,
2025202420252024
Depreciation, amortization and non-cash lease expense (in millions of dollars):
High-Touch Solutions N.A.$62 $58 $181 $171 
Endless Assortment20 18 59 53 
Other2 2 7 6 
Total $84 $77 $247 $229 

16
W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following is revenue by geographic location (in millions of dollars):
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenue by geographic location(1):
United States$3,756 $3,585 $10,912 $10,533 
Japan558 471 1,600 1,391 
Canada169 161 506 499 
Other foreign countries174 171 499 512 
$4,657 $4,388 $13,517 $12,935 
(1)Revenue presented above is attributed to the destination country where the customer is located.

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 3.

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. As of September 30, 2025, the Company has settled or resolved all remaining lawsuits pending against the Company. These settlements had no effect on net earnings or cash flows.

NOTE 9 - SUBSEQUENT EVENTS
On October 29, 2025, the Company’s Board of Directors declared a quarterly dividend of $2.26 per share, payable December 1, 2025, to shareholders of record on November 10, 2025.
17
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 fluctuating 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 to the extent possible.

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, unprecedented tariff-related developments and shifting government budget policies and priorities at the municipal, state, and national levels, remains uncertain and cannot be predicted at this time, but may impact the Company’s operations, financial condition, and results of operations.

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.
18
W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations –Three Months Ended September 30, 2025
In this section, Grainger utilizes non-GAAP measures where it believes it will assist users of its financial statements in understanding its business. As discussed in the "Non-GAAP Measures" section, we have adjusted the current year results to exclude one-time losses recorded in SG&A expenses of $186 million within Other and $10 million within Endless Assortment, related to the intention to exit the U.K. market. 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 September 30, 2025 and 2024 (in millions of dollars except per share amounts):
Three Months Ended September 30,
% Change% of Net Sales
2025202420252024
Net sales(1)
$4,657 $4,388 6.1 %100.0 %100.0 %
Cost of goods sold2,859 2,668 7.2 61.4 60.8 
Gross profit1,798 1,720 4.5 38.6 39.2 
Selling, general and administrative expenses1,287 1,034 24.5 27.6 23.6 
Operating earnings511 686 (25.5)11.0 15.6 
Other expense – net19 15 26.7 0.4 0.3 
Income tax provision171 166 3.0 3.7 3.8 
Net earnings321 505 (36.4)6.9 11.5 
Noncontrolling interest27 19 42.1 0.6 0.4 
Net earnings attributable to W.W. Grainger, Inc.$294 $486 (39.5)6.3 %11.1 %
Diluted earnings per share$6.12 $9.87 (38.0)%
(1)For further information regarding the Company's disaggregated revenue, see Note 3 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, constant currency net sales from the prior period for the three months ended September 30, 2025 and 2024 (in millions of dollars):

Three Months Ended September 30,
2025
% Change(1)
2024
% Change(1)
Net sales $4,657 6.1 %$4,388 4.3 %
Daily net sales(2)
$72.8 6.1 %$67.5 2.6 %
Daily, constant currency net sales(2)
$72.3 5.4 %$68.2 3.6 %
(1)Calculated on the basis of prior year net sales for the three months ended September 30, 2025 and 2024.
(2)Daily net sales are adjusted for the difference in U.S. selling days relative to the prior year period. Daily, constant currency net sales are also adjusted to exclude the impact on net sales due to year-over-year foreign currency exchange rate fluctuations. There were 64 sales days in the three months ended September 30, 2025 and 2024. For further information regarding the Company's non-GAAP measures, including reconciliations to the most directly comparable GAAP measures, see below "Non-GAAP Measures."

19
W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Net sales of $4,657 million for the three months ended September 30, 2025 increased $269 million, or 6%, and on a daily, constant currency basis, net sales increased 5% compared to the same period in 2024. Both High-Touch Solutions N.A. and the Endless Assortment segment contributed to sales growth in the third quarter of 2025. For further discussion on the Company's net sales, see the Segment Analysis section below.

Gross profit of $1,798 million for the three months ended September 30, 2025 increased $78 million, or 5%, and gross profit margin of 38.6% decreased 60 basis points compared to the same period in 2024. For further discussion on the Company's gross profit, see the Segment Analysis section below.

Selling, general and administrative (SG&A) expenses of $1,287 million for the three months ended September 30, 2025 increased $253 million, or 25%, compared to the same period in 2024. Adjusted SG&A expenses of $1,091 million increased $57 million, or 6%, compared to the same period in 2024. The increase was primarily due to higher marketing expenses in the third quarter of 2025.

Operating earnings of $511 million for the three months ended September 30, 2025 decreased $175 million, or 26%, compared to the same period in 2024. Adjusted operating earnings of $707 million increased $21 million, or 3%, compared to the same period in 2024. The increase was due to higher gross profit dollars, partially offset by increased SG&A expenses in the third quarter of 2025.

Income tax expense of $171 million for the three months ended September 30, 2025 increased $5 million compared to the same period in 2024 on a reported and adjusted basis. Grainger's effective tax rates were 34.7% and 24.8% for the three months ended September 30, 2025 and 2024, respectively. The adjusted effective tax rate was 24.8% for the three months ended September 30, 2025.

Diluted earnings per share was $6.12 for the three months ended September 30, 2025, a decrease of 38% compared to $9.87 for the same period in 2024. Adjusted diluted earnings per share increased 3% for the same period in 2024.

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 September 30,
20252024% Change
Net sales$3,635 $3,515 3.4 %
Gross profit$1,495 $1,462 2.3 %
Selling, general and administrative expenses871 845 3.1 %
Operating earnings$624 $617 1.1 %

Net sales of $3,635 million for the three months ended September 30, 2025 increased $120 million, which represents a 3% increase on a reported and daily, constant currency basis, compared to the same period in 2024. The increase was primarily due to volume.

Gross profit of $1,495 million for the three months ended September 30, 2025 increased $33 million, or 2%, and gross profit margin of 41.1% decreased 50 basis points compared to the same period in 2024. The decrease was primarily driven by negative price cost spread due to timing and last-in, first-out (LIFO) inventory valuation impacts.

20
W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SG&A expenses of $871 million for the three months ended September 30, 2025 increased $26 million, or 3%, compared to the same period in 2024. The increase was primarily due to higher marketing expenses.

Operating earnings of $624 million for the three months ended September 30, 2025 increased $7 million, or 1%, compared to the same period in 2024.

Endless Assortment
The following table shows reported segment results (in millions of dollars):
Three Months Ended September 30,
20252024% Change
Net sales$935 $791 18.2 %
Gross profit$281 $233 20.6 %
Selling, general and administrative expenses199 163 22.1 %
Operating earnings$82 $70 17.1 %

Net sales of $935 million for the three months ended September 30, 2025 increased $144 million, or 18%, and on a daily, constant currency basis increased 15% compared to the same period in 2024. The increase was due to repeat business for the segment and enterprise customer growth at MonotaRO.

Gross profit of $281 million for the three months ended September 30, 2025 increased $48 million, or 21%, and gross profit margin of 30.1% increased 60 basis points compared to the same period in 2024. The increase was primarily driven by pricing updates at Zoro and favorable product mix at MonotaRO.

SG&A expenses of $199 million for the three months ended September 30, 2025 increased $36 million, or 22%, compared to the same period in 2024. Adjusted SG&A expenses increased $26 million, or 16%, compared to the same period in 2024. The increase was primarily due to higher marketing expenses.

Operating earnings of $82 million for the three months ended September 30, 2025 increased $12 million, or 17%, compared to the same period in 2024. Adjusted operating earnings of $92 million increased $22 million, or 31%, compared to the same period in 2024.
21
W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Results of Operations – Nine Months Ended September 30, 2025
In this section, Grainger utilizes non-GAAP measures where it believes it will assist users of its financial statements in understanding its business. As discussed in the "Non-GAAP Measures" section, we have adjusted the current year results to exclude one-time losses recorded in SG&A expenses of $186 million within Other and $10 million within Endless Assortment, related to the intention to exit the U.K. market. 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):

Nine Months Ended September 30,
% Change% of Net Sales
2025202420252024
Net sales(1)
$13,517 $12,935 4.5 %100.0 %100.0 %
Cost of goods sold8,254 7,853 5.1 61.1 60.7 
Gross profit5,263 5,082 3.6 38.9 39.3 
Selling, general and administrative expenses3,402 3,078 10.5 25.1 23.8 
Operating earnings1,861 2,004 (7.1)13.8 15.5 
Other expense – net51 42 21.4 0.4 0.4 
Income tax provision481 470 2.3 3.6 3.6 
Net earnings1,329 1,492 (10.9)9.8 11.5 
Noncontrolling interest74 58 27.6 0.5 0.4 
Net earnings attributable to W.W. Grainger, Inc.$1,255 $1,434 (12.5)9.3 %11.1 %
Diluted earnings per share$25.97 $29.00 (10.4)%
(1)For further information regarding the Company's disaggregated revenue, see Note 3 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, constant currency net sales compared from the prior period for the nine months ended September 30, 2025 and 2024 (in millions of dollars):
Nine Months Ended September 30,
2025
% Change(1)
2024
% Change(1)
Net sales $13,517 4.5 %$12,935 3.6 %
Daily net sales(2)
$71.2 5.0 %$67.0 3.1 %
Daily, constant currency net sales(2)
$71.2 4.9 %$67.8 4.3 %
(1)Calculated on the basis of prior year net sales for the nine months ended September 30, 2025 and 2024.
(2)Daily net sales are adjusted for the difference in U.S. selling days relative to the prior year period. Daily, constant currency net sales are also adjusted to exclude the impact on net sales due to year-over-year foreign currency exchange rate fluctuations. There were 191 and 192 sales days in the nine months ended September 30, 2025 and 2024, respectively. For further information regarding the Company's non-GAAP measures, including reconciliations to the most directly comparable GAAP measure, see below "Non-GAAP Measures."

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W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Net sales of $13,517 million for the nine months ended September 30, 2025 increased $582 million, or 5%, and on a daily, constant currency basis increased 5% compared to the same period in 2024. Both High-Touch Solutions N.A. and the Endless Assortment segments contributed to sales growth in the nine months ended September 30, 2025. For further discussion on the Company's net sales, see the Segment Analysis section below.

Gross profit of $5,263 million for the nine months ended September 30, 2025 increased $181 million, or 4%, and gross profit margin of 38.9% decreased 40 basis points compared to the same period in 2024. For further discussion on the Company's gross profit, see the Segment Analysis section below.

SG&A expenses of $3,402 million for the nine months ended September 30, 2025 increased $324 million, or 11%, compared to the same period in 2024. Adjusted SG&A expenses of $3,206 million increased $144 million, or 5%, due to higher marketing expenses in 2025.

Operating earnings of $1,861 million for the nine months ended September 30, 2025 decreased $143 million, or 7%, compared to the same period in 2024. Adjusted operating earnings of $2,057 million increased $37 million, or 2% compared to the same period in 2024.

Income taxes of $481 million for the nine months ended September 30, 2025 increased $11 million, compared to the same period in 2024. Adjusted income taxes increased $7 million, compared to the same period in 2024. Grainger's effective tax rates were 26.6% and 24.0% for the nine months ended September 30, 2025 and 2024, respectively. The adjusted effective tax rate was 24.0% for the nine months ended September 30, 2025 and 2024.

Diluted earnings per share was $25.97 for the nine months ended September 30, 2025, a decrease of 10% compared to $29.00 for the same period in 2024. Adjusted diluted earnings per share increased 3% compared to $29.25 for the same period in 2024.

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):
Nine Months Ended September 30,
20252024% Change
Net sales$10,576 $10,378 1.9 %
Gross profit$4,388 $4,328 1.4 %
Selling, general and administrative expenses2,575 2,510 2.6 %
Operating earnings$1,813 $1,818 (0.3)%

Net sales of $10,576 million for the nine months ended September 30, 2025 increased $198 million, or 2%, and on a daily, constant currency basis increased 3% compared to the same period in 2024. The increase was primarily due to volume.

Gross profit of $4,388 million for the nine months ended September 30, 2025 increased $60 million, or 1%, and gross profit margin of 41.5% decreased 20 basis points compared to the same period in 2024.

SG&A expenses of $2,575 million for the nine months ended September 30, 2025 increased $65 million, or 3%, compared to the same period in 2024. Adjusted SG&A expenses increased $80 million, or 3%. The increase was primarily due to higher marketing and payroll and benefit expenses in 2025.

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W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Operating earnings of $1,813 million for the nine months ended September 30, 2025 were flat compared to the same period in 2024. Adjusted operating earnings deceased $20 million, or 1%, compared to the same period in 2024.

Endless Assortment
The following table shows reported segment results (in millions of dollars):
Nine Months Ended September 30,
20252024% Change
Net sales$2,692 $2,318 16.1 %
Gross profit$803 $682 17.7 %
Selling, general and administrative expenses557 492 13.2 %
Operating earnings$246 $190 29.5 %

Net sales of $2,692 million for the nine months ended September 30, 2025 increased $374 million, or 16%, and on a daily, constant currency basis increased 15% compared to the same period in 2024. The increase was due to repeat business for the segment and enterprise customer growth at MonotaRO.

Gross profit of $803 million for the nine months ended September 30, 2025 increased $121 million, or 18%, and gross profit margin of 29.8% increased 40 basis points compared to the same period in 2024.

SG&A expenses of $557 million for the nine months ended September 30, 2025 increased $65 million, or 13%, compared to the same period in 2024. Adjusted SG&A expenses of $547 million increased $55 million, or 11%, compared to the same period in 2024. The increase was primarily due to higher marketing expenses in 2025.

Operating earnings of $246 million for the nine months ended September 30, 2025 increased $56 million, or 30% compared to the same period in 2024. Adjusted operating earnings of $256 million increased $66 million, or 35%, compared to the same period in 2024.

24
W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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. 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 and comparability. 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.

Exiting Market in the United Kingdom
In 2025, Grainger performed an assessment of its businesses in the United Kingdom (U.K.) and made the decision to exit the U.K. market in order to concentrate efforts where it can deliver the greatest long-term impact. In September 2025, the Company committed to a plan to sell its Cromwell business in the U.K. and entered into a definitive agreement on October 6, 2025. The Company concluded that the business met the criteria as held for sale as of September 30, 2025 and recorded a pre-tax asset impairment loss of $186 million in SG&A expenses. There was no tax benefit as a result of this impairment loss. Additionally, the Company made the decision to propose the closure of Zoro U.K. in its Endless Assortment segment, subject to the outcome of the required legal, regulatory and employment consultation processes in the U.K. Expenses related to the proposed closure of $10 million were also recorded in SG&A expenses. There was no tax benefit as a result of the recognition of these expenses. The Company does not expect the exit from the U.K. market to have a material effect on its future results of operations. See Note 2, "Assets and Liabilities Held for Sale," to the Condensed Consolidated Financial Statements in Item 1 for more information on the planned sale of the Cromwell business.

25
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, constant currency net sales for the three months ended September 30, 2025 and 2024 (in millions of dollars):

Three Months Ended September 30,
High-Touch Solutions N.A.Endless Assortment
Total Company(1)
2025
% Change(2)
2025
% Change(2)
2025
% Change(2)
Reported net sales$3,635 3.4 %$935 18.2 %$4,657 6.1 %
   Daily impact(3)
— — — — — — 
Daily net sales56.8 3.4 14.6 18.2 72.8 6.1 
   Foreign currency exchange(4)
— — (0.4)(3.6)(0.5)(0.7)
Daily, constant currency net sales$56.8 3.4 %$14.2 14.6 %$72.3 5.4 %
2024
% Change(2)
2024
% Change(2)
2024
% Change(2)
Reported net sales$3,515 3.3 %$791 8.1 %$4,388 4.3 %
   Daily impact(3)
(0.9)(1.6)(0.2)(1.7)(1.1)(1.7)
Daily net sales54.1 1.7 12.2 6.4 67.5 2.6 
   Foreign currency exchange(4)
0.1 0.3 0.6 5.1 0.7 1.0 
Daily, constant currency net sales$54.2 2.0 %$12.8 11.5 %$68.2 3.6 %
(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)Excludes the impact on net sales due to the difference in U.S. selling days relative to the prior year period on a daily basis. There were 64 sales days in the three months ended September 30, 2025 and 2024.
(4)Excludes the impact on net sales due to year-over-year foreign currency exchange rate fluctuations on a daily basis.

26
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, constant currency net sales for the nine months ended September 30, 2025 and 2024 (in millions of dollars):

Nine Months Ended September 30,
High-Touch Solutions N.A.Endless Assortment
Total Company(1)
2025
% Change(2)
2025
% Change(2)
2025
% Change(2)
Reported net sales$10,576 1.9 %$2,692 16.1 %$13,517 4.5 %
   Daily impact(3)
0.3 0.5 0.1 0.6 0.4 0.5 
Daily net sales55.7 2.4 14.2 16.7 71.2 5.0 
   Foreign currency exchange(4)
0.2 0.3 (0.2)(1.3)— (0.1)
Daily, constant currency net sales$55.9 2.7 %$14.0 15.4 %$71.2 4.9 %
2024
% Change(2)
2024
% Change(2)
2024
% Change(2)
Reported net sales$10,378 3.2 %$2,318 5.0 %$12,935 3.6 %
   Daily impact(3)
(0.3)(0.5)(0.1)(0.5)(0.4)(0.5)
Daily net sales53.8 2.7 12.0 4.5 67.0 3.1 
   Foreign currency exchange(4)
— — 0.8 6.6 0.8 1.2 
Daily, constant currency net sales$53.8 2.7 %$12.8 11.1 %$67.8 4.3 %
(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)Excludes the impact on net sales due to the difference in U.S. selling days relative to the prior year period on a daily basis. There were 191 and 192 sales days in the nine months ended September 30, 2025 and 2024, respectively.
(4)Excludes the impact on net sales due to year-over-year foreign currency exchange rate fluctuations 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 expenses, adjusted operating earnings, adjusted net earnings attributable to W.W. Grainger, Inc. and adjusted diluted earnings per share for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars):

27
W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three months ended September 30, 2025Reported
Adjustment(1)
Adjusted
% Change Reported(2)
% Change Adjusted(2)
Selling, general and administrative expenses
High-Touch Solutions N.A.$871 $— $871 
Endless Assortment199 (10)189 
Other(3)
217 (186)31 
Selling, general and administrative expenses$1,287 $(196)$1,091 24.5%5.5%
Earnings
High-Touch Solutions N.A.$624 $— $624 
Endless Assortment82 10 92 
Other(3)
(195)186 (9)
Operating earnings$511 $196 $707 (25.5)%3.1%
Total other expense – net(19)— (19)
Income tax provision(4)
(171)— (171)
Net earnings$321 $196 $517 
Noncontrolling interest(27)— (27)
Net earnings attributable to W.W. Grainger, Inc. $294 $196 $490 (39.5)%0.8%
Diluted earnings per share$6.12 $4.09 $10.21 (38.0)%3.4%
Three months ended September 30, 2024Reported
Adjustment(1)
Adjusted
% Change Reported(2)
% Change Adjusted(2)
Selling, general and administrative expenses
High-Touch Solutions N.A.$845 $— $845 
Endless Assortment163 — 163 
Other(3)
26 — 26 
Selling, general and administrative expenses$1,034 $— $1,034 4.7%4.7%
Earnings
High-Touch Solutions N.A.$617 $— $617 
Endless Assortment70 — 70 
Other(3)
(1)— (1)
Operating earnings$686 $— $686 2.8%2.8%
Total other expense – net(15)— (15)
Income tax provision(166)— (166)
Net earnings$505 $— $505 
Noncontrolling interest(19)— (19)
Net earnings attributable to W.W. Grainger, Inc.$486 $— $486 2.1%2.1%
Diluted earnings per share$9.87 $— $9.87 4.7%4.7%
(1)Reflects the asset impairment loss and other expenses recorded in the third quarter of 2025 related to the Company's intention to exit the U.K. market, including the planned divestiture of the Cromwell business, which was held for sale as of September 30, 2025. There were no non-GAAP adjustments for the three months ended September 30, 2024.
(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)Grainger's reported and adjusted effective tax rates were 34.7% and 24.8% for the three months ended September 30, 2025, respectively.

28
W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Nine Months Ended September 30, 2025Reported
Adjustment(1)
Adjusted
% Change Reported(2)
% Change Adjusted(2)
Selling, general and administrative expenses
High-Touch Solutions N.A.$2,575 $— $2,575 
Endless Assortment557 (10)547 
Other(3)
270 (186)84 
Selling, general and administrative expenses$3,402 $(196)$3,206 10.5%4.7%
Earnings
High-Touch Solutions N.A.$1,813 $— $1,813 
Endless Assortment246 10 256 
Other(3)
(198)186 (12)
Operating earnings$1,861 $196 $2,057 (7.1)%1.8%
Total other expense – net(51)— (51)
Income tax provision(4)
(481)— (481)
Net earnings$1,329 $196 $1,525 
Noncontrolling interest(74)— (74)
Net earnings attributable to W.W. Grainger, Inc. $1,255 $196 $1,451 (12.5)%0.3%
Diluted earnings per share$25.97 $4.06 $30.03 (10.4)%2.7%
Nine Months Ended September 30, 2024Reported
Adjustment(1)
Adjusted
% Change Reported(2)
% Change Adjusted(2)
Selling, general and administrative expenses
High-Touch Solutions N.A.$2,510 $(15)$2,495 
Endless Assortment492 — 492 
Other(3)
76 (1)75 
Selling, general and administrative expenses$3,078 $(16)$3,062 5.2%4.7%
Earnings
High-Touch Solutions N.A.$1,818 $15 $1,833 
Endless Assortment190 — 190 
Other(3)
(4)1 (3)
Operating earnings$2,004 $16 $2,020 (0.2)%0.6%
Total other expense – net(42)— (42)
Income tax provision(4)
(470)(4)(474)
Net earnings$1,492 $12 $1,504 
Noncontrolling interest(58)— (58)
Net earnings attributable to W.W. Grainger, Inc.$1,434 $12 $1,446 —%0.8%
Diluted earnings per share$29.00 $0.25 $29.25 2.4%3.3%
(1)Reflects the asset impairment loss and other expenses recorded in the third quarter of 2025 related to the Company's intention to exit the U.K. market, including the planned divestiture of the Cromwell business, which was held for sale as of September 30, 2025, and restructuring costs incurred in the second quarter of 2024.
(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)Grainger's reported and adjusted effective tax rates were 26.6% and 24.0% for the nine months ended September 30, 2025, respectively. The nine months ended September 30, 2024 reflect a tax benefit related to the restructuring costs incurred in the second quarter.

29
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 September 30, 2025 and December 31, 2024, Grainger had cash and cash equivalents of $535 million and $1,036 million, respectively. The Company had approximately $1.8 billion in available liquidity as of September 30, 2025.

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

Nine Months Ended September 30,
20252024
Total cash provided by (used in):
Operating activities$1,620 $1,683 
Investing activities(543)(262)
Financing activities(1,599)(615)
Effect of exchange rate changes on cash and cash equivalents21(18)
Increase (decrease) in cash and cash equivalents$(501)$788 

Net cash provided by operating activities was $1,620 million and $1,683 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease was driven by unfavorable changes in working capital primarily due to inventory inflation partially offset by timing of cash payments compared to the prior year period.

Net cash used in investing activities was $543 million and $262 million for the nine months ended September 30, 2025 and 2024, respectively. The increase was due to capital expenditures driven by continued U.S. and MonotaRO supply chain investments in the first nine months of 2025.

Net cash used in financing activities was $1,599 million and $615 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in cash used in financing activities was primarily due to the repayment of the 1.85% Senior Notes in the amount of $500 million.

Working Capital
Working capital as of September 30, 2025 was $3,347 million, an increase of $65 million compared to $3,282 million as of December 31, 2024. As of September 30, 2025 and December 31, 2024, the ratio of current assets to current liabilities was 2.8 and 2.9, 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 37.4% and 42.9% as of September 30, 2025 and December 31, 2024, 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.
30
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 September 30, 2025:

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 2024 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 2024 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 2024 Form 10-K.
31
W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
From time to time in this Quarterly Report on Form 10-Q as well as in other written reports, communications and verbal statements, Grainger makes forward-looking statements that are not historical in nature but concern forecasts of future results, business plans, analyses, prospects, strategies, objectives and other matters that may be deemed to be “forward-looking statements” under the federal securities laws. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project,” “will,” or “would,” and similar terms and phrases, including references to assumptions.

Grainger cannot guarantee that any forward-looking statement will be realized and achievement of future results is subject to risks and uncertainties, many of which are beyond 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; 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 and artificial intelligence; 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 existing, new, or increased tariffs, trade issues and changes in trade policies, inflation, and interest rates; 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; effects of outbreaks of pandemic disease or viral contagions, global conflicts, 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.
32

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 2024 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 September 30, 2025, that have materially affected, or are reasonably likely to materially affect, Grainger’s internal control over financial reporting.

33

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 2024 Form 10-K.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities – Third Quarter 2025
Period
Total Number of Shares Purchased(1)(2)
Average Price Paid per Share(3)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(4)
Maximum Number of
Shares That May Yet be Purchased Under the
Plans or Programs
Jul. 1 – Jul. 3196,280$1,043.7096,1613,587,343
Aug. 1 – Aug. 3193,310$966.3293,3103,494,033
Sep. 1 – Sep. 3099,954$987.2599,9543,394,079
  Total289,544289,425 
(1)There were no shares withheld to satisfy tax withholding obligations.
(2)The difference of 119 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.
(3)Average price paid per share excludes excise tax and commissions of $0.02 per share paid.
(4)Purchases were made pursuant to a share repurchase program approved by Grainger's Board of Directors and announced April 24, 2024 (2024 Program). The 2024 Program authorized 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 with no expiration date.
Item 5: Other Information
On September 4, 2025, 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 30,663 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 multi-trade plan, is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and will expire on September 1, 2026, or any earlier date on which all of the shares have been sold.

None of the Company's other directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's quarter ended September 30, 2025.

On October 29, 2025, the Board of Directors of W.W. Grainger, Inc. (the “Company”), upon the recommendation of its compensation committee, approved the Executive Severance Plan (the “Severance Plan”) and the Executive Change in Control Severance Plan (the “CIC Plan”, and together with the Severance Plan, the “Plans”), in which certain senior executives of the Company will participate, including its named executive officers. The Plans become effective as of December 31, 2025 and will replace the existing severance policy and change in control employment agreements for such executives, subject to any applicable notice period unless waived by the participant.

34



Upon a participant’s qualifying termination of employment, the Severance Plan provides for severance payments equal to 2x or 1.5x base salary plus target annual incentive, pro-rata annual incentive award(s) for the year of termination, pro rata vesting treatment of outstanding equity awards, a portion of the participant’s COBRA costs, and outplacement benefits. Upon a participant’s qualifying termination of employment following a change in control of the Company, the CIC Plan applies in lieu of the Severance Plan and provides for a severance payment equal to 2x base salary plus target annual incentive, pro-rata annual incentive award(s), double-trigger vesting treatment of outstanding equity awards, and COBRA costs.

The descriptions of the Severance Plan and CIC Plan are qualified in their entirety by reference to the full texts of such plans, which are filed as Exhibits 10.1and 10.2, respectively, to this Report, and which are incorporated herein by reference thereto.
35




W.W. Grainger, Inc. and Subsidiaries
Item 6: Exhibits
EXHIBIT NO.DESCRIPTION
10.1
W.W. Grainger, Inc. Executive Severance Plan (effective December 31, 2025).*
10.2
W.W. Grainger, Inc. Executive Change in Control Severance Plan (effective December 31, 2025).*
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
101.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).**
(*) Management contract or compensatory plan or arrangement.
(**) Filed herewith.
(***) Furnished herewith.
36

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:October 31, 2025
 
 
 
By:
 
 
 
/s/ Deidra C. Merriwether
  Deidra C. Merriwether
Senior Vice President
 and Chief Financial Officer
(Principal Financial Officer)
Date:October 31, 2025
 
 
 
By:
 
 
 
/s/ Laurie R. Thomson
  Laurie R. Thomson
Vice President and Controller
(Principal Accounting Officer)

37

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