Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
W.W. Grainger, Inc. (Grainger or Company) is a broad line, business-to-business
distributor of maintenance, repair and operating (MRO) products and services
with operations primarily in North America (N.A.), Japan and the United Kingdom
(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 MRO products and services that enable them to run safe, sustainable and
productive operations.

Effective January 1, 2021, Grainger's two reportable segments are High-Touch
Solutions N.A. and Endless Assortment. These reportable segments align with
Grainger's go-to-market strategies and bifurcated business models (high-touch
solutions and endless assortment). The High-Touch Solutions N.A. segment
includes the Grainger-branded businesses in the United States of America (U.S.),
Canada, Mexico and Puerto Rico. The Endless Assortment segment includes the
Company's Zoro Tools, Inc. (Zoro) and MonotaRO Co., Ltd. (MonotaRO) online
channels which operate predominately in the U.S., U.K. and Japan.

Strategic Priorities and Impact of the COVID-19 Pandemic
The Company's longstanding strategic priorities are to "Keep the World Working"
and relentlessly expand Grainger's leadership position in the MRO space by being
the go-to-partner for people who build and run safe, sustainable and productive
operations. However, the Company's business and plans to achieve these strategic
priorities continue to be impacted by the Coronavirus (COVID-19 pandemic). In
response, Grainger instituted and has continued to enforce safety precautions to
protect the health and well-being of all of its employees, with a particular
focus on those serving customers and operating its distribution centers and
branches.

The COVID-19 pandemic continues to cause significant disruptions in the U.S. and
global markets, and the full extent of the impacts will depend on a number of
developments, including any continued spread of the virus and its variants, the
availability and effectiveness of treatments and vaccines, the imposition of
protective public safety measures, and the potential impact of governmental
measures to combat the spread of the virus, such as vaccine mandates for certain
federal contractors and anticipated Occupational Health and Safety
Administration safety directives. The Company continues to leverage a dedicated
cross-functional task force to understand and implement guidance from government
agencies and health officials to meet requirements from federal, state and local
authorities and may take further actions in the best interests of its employees,
customers, suppliers and shareholders.

The ongoing recovery from the COVID-19 pandemic has been accompanied by
increased demand as industries have begun to return to regular operations.
However, the pandemic continues to disrupt supply chains, transportation
efficiency, raw materials and labor availability. Grainger's businesses and its
major facilities have remained operational as customers rely on Grainger's
products and services to keep their businesses up and running. The Company
continues to monitor and refine its product assortment and actions to support
customers' return to regular operations.

The Company cannot reasonably estimate the full extent to which the COVID-19
pandemic will continue to impact its business and financial results. As the
pandemic continues to impact global markets and the needs of employees,
customers, suppliers and other stakeholders continue to change, the Company's
efforts and business plans will evolve accordingly. Grainger is focused on
servicing customers and communities in addressing the pandemic and providing
products to assist in the ongoing recovery, supporting the needs and safety of
employees and ensuring the Company continues to operate with a strong financial
position.

Further discussion of the risks and uncertainties posed by the COVID-19 pandemic is disclosed in Risk Factors under Part II, Item 1A of this report.


                                       18
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                      W.W. Grainger, Inc. and Subsidiaries
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
Matters Affecting Comparability
There were 64 sales days in both the three months ended September 30, 2021 and
September 30, 2020. There were 191 and 192 sales days in the nine months ended
September 30, 2021 and September 30, 2020.

Consistent with the Company's strategic focus on broad line MRO distribution in
key markets, in June 2020, Grainger divested the Fabory high-touch solutions
business, in August 2020, divested the China high-touch solutions business
(China) and in November 2020, commenced the liquidation of Zoro Tools Europe
(ZTE) in Germany. Accordingly, the Company's operating results include Fabory,
China and ZTE results through the respective dates of divestiture or
liquidation.

In addition, beginning in mid-February 2020, the Company experienced elevated
levels of COVID-19 pandemic-related product sales (e.g., personal protective
equipment (PPE) and safety products) due to higher customer demand in response
to the COVID-19 pandemic, while non-pandemic sales decreased. Conversely, as the
COVID-19 pandemic progressed throughout 2020 and into 2021, the Company has seen
pandemic-related sales soften and non-pandemic sales grow, as mix returns to
more normalized levels. This shift between pandemic and core, non-pandemic
product mix impacted gross margin as pandemic-related product sales are
generally lower-margin.

Results of Operations - Three Months Ended September 30, 2021 The following table is included as an aid to understand the changes in Grainger's Condensed Consolidated Statements of Earnings (in millions of dollars):

Three Months Ended September 30,


                                                                                                              As a Percent of Net Sales
                                        2021              2020     Percent Increase/(Decrease)              2021                     2020
Net sales                            $  3,372          $ 3,018                          11.7  %                100.0  %                 100.0  %
Cost of goods sold                      2,122            1,944                           9.2  %                 62.9  %                  64.4  %
Gross profit                            1,250            1,074                          16.3  %                 37.1  %                  35.6  %
Selling, general and administrative
expenses (SG&A)                           812              694                          16.7  %                 24.1  %                  23.0  %
Operating earnings                        438              380                          15.6  %                 13.0  %                  12.6  %
Other expense - net                        16               18                          (8.2) %                  0.5  %                   0.6  %
Income tax provision                      107              106                           1.4  %                  3.2  %                   3.5  %
Net earnings                              315              256                          23.0  %                  9.3  %                   8.5  %
Noncontrolling interest                    18               16                          13.3  %                  0.5  %                   0.5  %
Net earnings attributable to W.W.
Grainger, Inc.                       $    297          $   240                          23.7  %                  8.8  %                   8.0  %



Grainger's net sales of $3,372 million for the third quarter of 2021 increased
$354 million, or 11.7%, compared to the same quarter in 2020. The increase in
net sales was primarily driven by volume increases in the High-Touch Solutions
N.A. and Endless Assortment segments. Also, core, non-pandemic product sales
grew significantly as the economy improved, while demand for pandemic-related
products continued to taper off with mix reverting to near pre-pandemic levels.
See Note 3 to the Financial Statements for information related to disaggregated
revenue. See the Segment Analysis below for further details related to segment
revenue.

Gross profit of $1,250 million for the third quarter of 2021 increased $176
million, or 16%, compared to the same quarter in 2020. The gross profit margin
of 37.1% during the third quarter of 2021 increased 1.5 percentage points when
compared to the same quarter in 2020. This increase was primarily driven by the
result of price realization and higher sales volume for core, non-pandemic
products as mix continued to revert to more normalized levels. See Segment
Analysis below for further details related to segment gross profit.

                                       19
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                      W.W. Grainger, Inc. and Subsidiaries
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
SG&A of $812 million for the third quarter of 2021 increased $118 million, or
17%, compared to the third quarter of 2020. This increase was primarily driven
by higher wages, variable compensation, healthcare costs and marketing expenses.

The following tables (in millions of dollars, except percentages) reconcile
reported SG&A, operating earnings and net earnings attributable to W.W.
Grainger, Inc. determined in accordance with U.S. generally accepted accounting
principles (GAAP) to non-GAAP measures including SG&A adjusted, operating
earnings adjusted and net earnings attributable to W.W. Grainger, Inc. adjusted.
The Company believes that these 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. Because non-GAAP financial measures are
not standardized, it may not be possible to compare these measures with other
companies' non-GAAP measures having the same or similar names.

                                                Three Months Ended September 30,
                                                         2021                  2020         %
 SG&A reported                              $           812                   $ 694        17  %

Restructuring - net (High-Touch Solutions


 N.A.)                                                    -                 

(1)

Grainger China divestiture (Other)                       -                 

(5)

Total restructuring - net and business


 divestiture                                              -                      (6)
 SG&A adjusted                              $           812                   $ 700        16  %


                                                              2021       2020         %

       Operating earnings reported                           $ 438      $

380 16 %

Total restructuring - net and business divestiture - (6)


       Operating earnings adjusted                           $ 438      $

374        17  %


                                                                  2021       2020         %

Net earnings attributable to W.W. Grainger, Inc. reported $ 297 $ 240 24 %

Total restructuring - net, business divestiture and tax¹ -

6

Net earnings attributable to W.W. Grainger, Inc. adjusted $ 297 $ 246 21 %




¹ The tax impact of adjustments and non-cash impairments are calculated based on
the income tax rate in each applicable jurisdiction, subject to deductibility
and the Company's ability to realize the associated tax benefits.

Excluding restructuring, net and business divestiture in the third quarter of 2 020, SG&A increased $112 million, or 16%. This increase is primarily due to higher wages, variable compensation, healthcare costs and marketing expenses.



Operating earnings of $438 million for the third quarter of 2021 increased $58
million, or 16%, compared to the third quarter of 2020. Excluding restructuring,
net and business divestiture in the third quarter of 2020 as noted in the table
above, operating earnings increased $64 million, or 17%, driven primarily by
higher gross profit dollars partially offset by higher SG&A expenses.

Other expense, net was $16 million for the third quarter of 2021, a decrease of
$2 million, or 8%, compared to the third quarter of 2020. The decrease was
primarily related to higher interest expense in the third quarter of 2020 due to
the draw down on the Company's revolving credit facility of $1 billion in March
2020 as a proactive measure to preserve financial flexibility during pandemic
uncertainty.

Income taxes of $107 million for the third quarter of 2021 increased $1 million,
or 1%, compared to $106 million in the third quarter of 2020. Grainger's
effective tax rates were 25.5% and 29.3% for the three months ended
September 30, 2021 and 2020, respectively. Excluding the tax benefit related to
Fabory, as well as the restructuring, net and business divestiture in the third
quarter of 2020 as noted in the table above, the effective tax rates were 25.5%
and 26.5% for the three months ended September 30, 2021 and 2020, respectively.

                                       20
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                      W.W. Grainger, Inc. and Subsidiaries
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
Net earnings attributable to W.W. Grainger, Inc. of $297 million for the third
quarter of 2021 increased $57 million, or 24%, compared to the third quarter of
2020. Excluding restructuring, net, business divestiture and tax in the third
quarter of 2020 per the table above, net earnings increased $51 million or 21%.

Segment Analysis See Note 10 to the Financial Statements for further detail on segment information.

High-Touch Solutions N.A.
Net sales were $2,663 million for the third quarter of 2021, an increase of $286
million, or 12.0% compared to the same period in 2020 and consisted of the
following:
                                                   Percent Increase
                Volume (including product mix)           8.6%
                Price and customer mix                   3.0
                Foreign exchange                         0.4

                Total                                   12.0%


Overall, revenue increases for the high-touch solutions businesses were
primarily driven by volume and product mix. During the third quarter of 2021,
the U.S. business continued to experience elevated sales volume of non-pandemic
products from manufacturing businesses with overall sales up for nearly all
customer segments as industries continued to improve and re-open. See Note 3 to
the Financial Statements for information related to disaggregated revenue. From
a product perspective, mix continued to revert to more normalized levels with
higher demand for core, non-pandemic products as the economy recovered, despite
a slight increase in demand for pandemic-related product in connection with
renewed PPE guidelines.

Gross profit margin for the third quarter of 2021 increased 1.4 percentage points compared to the same period in 2020. The increase was primarily the result of price realization and higher sales volume for core, non-pandemic products as mix continued to revert to more normalized levels.



SG&A of $661 million for the third quarter of 2021 increased $94 million, or
17%, when compared to the third quarter of 2020, which was primarily driven by
higher wages, variable compensation, healthcare costs and marketing expenses.

Operating earnings of $387 million for the third quarter of 2021 increased $53
million, or 16%, from $334 million for the third quarter of 2020. This increase
was driven by higher gross profit dollars, partially offset by higher SG&A
expenses.

Endless Assortment
Net sales were $646 million for the third quarter of 2021, an increase of $74
million, or 12.7%, compared to the same period in 2020 and consisted of the
following:
                                       Percent Increase/ (Decrease)
                Volume/price/mix                  14.9%

                Foreign exchange                  (2.2)
                Total                             12.7%


The increase in net sales was driven by continued strong customer acquisition at both Zoro and MonotaRO.

Gross profit margin increased 1.2 percentage points in the third quarter of 2021 compared to the third quarter of 2020. The increase was driven primarily by pricing actions and freight efficiency at Zoro.

SG&A of $124 million for the third quarter of 2021 increased $16 million or 15% when compared to the third quarter of 2020. SG&A leverage improved 0.3 percentage point compared with the same period in 2020 due to sales revenue outpacing SG&A expenses.


                                       21
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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 $59 million for the third quarter of 2021 increased $11
million, or 24% from $48 million for the third quarter of 2020. The increase was
primarily driven by higher sales volume due to continued strong customer
acquisitions, partially offset by higher SG&A expenses.

Other


Net sales were $63 million for the third quarter of 2021, a decrease of $6
million, or 6.1%, when compared to the same quarter in 2020 and consisted of the
following:

                                         Percent (Decrease)/Increase
                Business divestiture               (11.9)%

                Foreign exchange                     5.8
                Total                              (6.1)%



The decrease in net sales was driven by the net impact of the China business
divestiture, partially offset by favorable foreign exchange for the Cromwell
business in the U.K.

Gross profit margin increased 3.8 percentage points in the third quarter of 2021
compared to the third quarter of 2020 primarily due to improved customer and
product mix at the Cromwell business in the U.K.

SG&A increased $8 million, or 32%, in the third quarter of 2021 from $19 million
for the third quarter of 2020. This increase is primarily due to higher wages
and marketing expenses.

Operating losses of $8 million for the third quarter of 2021 increased $6 million compared to operating losses of $2 million for the third quarter of 2020. The increase is primarily due to higher SG&A expenses, partially offset by higher gross profit dollars.


                                       22
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                      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, 2021 The following table is included as an aid to understanding the changes in Grainger's Condensed Consolidated Statements of Earnings (in millions of dollars):

Nine Months Ended September 30,


                                                                                                                   As a Percent of Net Sales
                                           2021                2020     Percent Increase/(Decrease)              2021                     2020
Net sales                            $       9,663          $ 8,856                           9.1  %                100.0  %                 100.0  %
Cost of goods sold                           6,196            5,645                           9.8  %                 64.1  %                  63.7  %
Gross profit                                 3,467            3,211                           8.0  %                 35.9  %                  36.3  %
Selling, general and administrative
expenses (SG&A)                              2,337            2,467                          (5.3) %                 24.2  %                  27.9  %
Operating earnings                           1,130              744                          52.0  %                 11.7  %                   8.4  %
Other expense - net                             46               56                         (17.3) %                  0.5  %                   0.6  %
Income tax provision                           271              118                         129.5  %                  2.8  %                   1.3  %
Net earnings                                   813              570                          42.7  %                  8.4  %                   6.4  %
Noncontrolling interest                         53               43                          23.4  %                  0.5  %                   0.5  %
Net earnings attributable to W.W.
Grainger, Inc.                       $         760          $   527                          44.3  %                  7.9  %                   6.0  %



Grainger's net sales of $9,663 million for the nine months ended September 30,
2021 increased $807 million, or 9.1%, compared to the same period in 2020. On a
daily basis, net sales increased 9.7%. The increase in net sales was primarily
driven by volume and product mix, partially offset by the impact of the business
divestitures in the prior year. Also, core, non-pandemic related product sales
volume continued to improve as product mix continued to revert to more
normalized levels, while demand for pandemic-related products continued to taper
throughout 2021. See Note 3 to the Financial Statements for information related
to disaggregated revenue. See Segment Analysis below for further details related
to segment revenue.

Gross profit of $3,467 million for the nine months ended September 30, 2021
increased $256 million, or 8%, compared to the same period in 2020. The gross
profit margin of 35.9% decreased 0.4 percentage point when compared to the same
period in 2020. This decrease was primarily driven by certain pandemic-related
inventory adjustments in the first half of the year in the U.S. business (part
of High-Touch Solutions N.A.) partially offset by price realization during the
third quarter of 2021. See Segment Analysis below for further details related to
segment gross profit.

SG&A of $2,337 million for the nine months ended September 30, 2021 decreased
$130 million, or 5%, compared to the same period in 2020. This decrease is
primarily a result of the impairment charges and losses for the divested Fabory
business (part of Other) in the first and second quarter of 2020, respectively.

The following tables (in millions of dollars, except percentages) reconciles
reported SG&A, operating earnings and net earnings attributable to W.W.
Grainger, Inc. determined in accordance with U.S. GAAP to non-GAAP measures
including SG&A adjusted, operating earnings adjusted and net earnings
attributable to W.W. Grainger, Inc. adjusted. The Company believes that these
non-GAAP measures provide meaningful information to assist shareholders in
understanding financial results and assessing prospects for future performance
as they provide a better baseline for analyzing the ongoing performance of its
businesses by excluding items that may not be indicative of core operating
results. Because non-GAAP financial measures are not standardized, it may not be
possible to compare these measures with other companies' non-GAAP measures
having the same or similar names.
                                       23
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                      W.W. Grainger, Inc. and Subsidiaries
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

                                                  Nine Months Ended September 30,
                                                         2021                2020          %
 SG&A reported                                 $         2,337            

$ 2,467 (5) %

Restructuring - net (High-Touch Solutions


 N.A.)                                                       -              

7



 Fabory impairment charges (Other)                           -              

177


 Fabory divestiture (Other)                                  -              

109

Grainger China divestiture (Other)                          -              

(5)

Total restructuring - net, impairment charges


 and business divestiture                                    -                 288
 SG&A adjusted                                 $         2,337             $ 2,179         7  %


                                                                  2021         2020          %
Operating earnings reported                                     $ 1,130      $   744        52  %
Total restructuring - net, impairment charges and business
divestiture                                                           -          288
Operating earnings adjusted                                     $ 1,130      $ 1,032        10  %


                                                                    2021       2020         %
Net earnings attributable to W.W. Grainger, Inc. reported          $ 760

$ 527 44 %

Total restructuring - net, impairment charges, business divestiture and tax 1

                                                  -    

153

Net earnings attributable to W.W. Grainger, Inc. adjusted $ 760

$ 680 12 %

¹ The tax impact of adjustments and non-cash impairments are calculated based on

the income tax rate in each applicable jurisdiction, subject to deductibility

and the Company's ability to realize the associated tax benefits.



As noted in the table above, a large portion of the Company's SG&A decrease for
the nine months ended September 30, 2021 is due to the $177 million Fabory
impairment and $109 million loss on the divestiture of the Fabory business in
the first and second quarter of 2020, respectively. Excluding restructuring,
net, impairment charges and business divestiture in the nine months ended
September 30, 2020, as noted in the table above, SG&A increased $158 million, or
7%, primarily due to higher wages, variable compensation, healthcare costs and
marketing expenses.

Operating earnings for the nine months ended September 30, 2021 were $1,130
million, an increase of $386 million, or 52%, compared to the same period in
2020. Excluding restructuring, net, impairment charges and business divestiture
in the nine months ended September 30, 2020 as noted in the table above,
operating earnings increased $98 million, or 10%, driven by higher gross profit
dollars partially offset by higher SG&A expenses.

Other expense, net was $46 million for the nine months ended September 30, 2021,
a decrease of $10 million, or 17%, compared to the nine months ended September
30, 2020. The decrease was primarily related to higher prior year interest
expense on the draw down on the Company's revolving credit facility of $1
billion in March 2020 as a proactive measure to preserve financial flexibility
during pandemic uncertainty.

Income taxes of $271 million for the nine months ended September 30, 2021
increased $153 million, or 130%, compared with $118 million for the comparable
2020 period. This change was primarily driven by lower taxable operating
earnings for the nine months ended September 30, 2020, and the absence of the
prior year tax impact from the Company's divestiture of its investment in
Fabory. Grainger's effective tax rates were 25.0% and 17.3% for the nine months
ended September 30, 2021 and 2020, respectively. Excluding the tax benefit
related to Fabory, as well as the restructuring, net and business divestiture in
the nine months ended September 30, 2020, as noted in the table above, the
effective tax rates were 25.0% and 26.0% for the nine months ended September 30,
2021 and 2020, respectively.

Net earnings attributable to W.W. Grainger, Inc. for the nine months ended
September 30, 2021 increased $233 million or 44% to $760 million from $527
million for the nine months ended September 30, 2020. Excluding restructuring,
net, impairment charges, business divestiture and tax in the nine months ended
September 30, 2020,
                                       24
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                      W.W. Grainger, Inc. and Subsidiaries
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
as noted in the table above, net earnings increased $80 million, or 12%. The
increase in net earnings primarily resulted from higher gross profit dollars
partially offset by higher SG&A expenses.

Segment Analysis See Note 10 to the Financial Statements for further detail on segment information.

High-Touch Solutions N.A.
Net sales were $7,558 million for the nine months ended September 30, 2021, an
increase of $629 million, or 9.1%, compared to the same period in 2020. On a
daily basis, net sales increased 9.6% and consisted of the following:
                                                   Percent Increase
                Volume (including product mix)           6.7%
                Price and customer mix                   2.3
                Foreign exchange                         0.6

                Total                                    9.6%



Overall, revenue increases for the high-touch solutions businesses were
primarily driven by volume and product mix. See Note 3 to the Financial
Statements for information related to disaggregated revenue. From a product
perspective, the high-touch solutions businesses experienced higher demand for
core, non-pandemic product as mix continued to revert to more normalized levels,
while demand for pandemic-related products continued to taper.

Gross profit margin decreased 0.7 percentage point compared to the same period
in 2020. The decrease was primarily the result of U.S. business inventory
adjustments on certain pandemic-related products in the first half of 2021
partially offset by price realization and product mix during the third quarter
of 2021.

SG&A for the nine months ended September 30, 2021 increased $150 million compared to the same period in 2020, which is primarily driven by higher wages, variable compensation, healthcare costs and marketing expenses.



Operating earnings of $975 million for the nine months ended September 30, 2021
increased $42 million, or 5%, from $933 million for the nine months ended
September 30, 2020. This increase was driven by higher gross profit dollars
partially offset by higher SG&A expenses.
Endless Assortment
Net sales were $1,913 million for the nine months ended September 30, 2021, an
increase of $320 million, or 20.0%, compared to the same period in 2020. On a
daily basis, net sales increased 20.7% and consisted of the following:
                                             Percent Increase
                      Volume/price/mix            20.5%
                      Foreign exchange             0.2

                      Total                       20.7%


The increase in net sales was driven by continued strong customer acquisition at both Zoro and MonotaRO.

Gross profit margin increased 0.8 percentage point in the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. The increase was primarily driven by pricing actions and freight efficiency at Zoro.



SG&A increased $55 million, or 18%, in the nine months ended September 30, 2021
compared to the nine months ended September 30, 2020. SG&A leverage improved 0.4
percentage point compared to the same period in 2020 due to sales revenue
outpacing SG&A expenses.

Operating earnings of $172 million for the nine months ended September 30, 2021
increased $47 million, or 38%, from $125 million for the nine months ended
September 30, 2020. The increase was primarily driven by higher sales due to
continued strong customer acquisitions, partially offset by higher SG&A
expenses.

                                       25
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                      W.W. Grainger, Inc. and Subsidiaries
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Other


Net sales for other businesses were $192 million for the nine months ended
September 30, 2021 a decrease of $142 million, or 42.0%, compared to the same
period in 2020. On a daily basis, net sales decreased 42.0% and consisted of the
following:
                                         Percent (Decrease)/Increase
                Business divestiture               (47.6)%
                Foreign exchange                     4.8
                Volume/price/mix                     0.8
                Total                              (42.0)%


The decrease in net sales was driven by the net impact of the Fabory and China business divestitures, partially offset by volume increases and favorable foreign exchange at the Cromwell business in the U.K.

Gross profit margin increased 2.0 percentage points for the nine months ended September 30, 2021 compared to the same period in 2020, primarily due to improved margins at the Cromwell business in the U.K.



SG&A decreased $335 million, or 81%, in the nine months ended September 30, 2021
from $414 million for the same period in 2020 primarily due to the impairment
and losses related to the divested Fabory business in the first half of 2020.
Excluding restructuring, net, impairment charges and business divestiture in
both periods, SG&A would have decreased $54 million, or 41%. See table above for
reconciliation of non-GAAP measures.

Operating losses of $17 million for the nine months ended September 30, 2021
improved $297 million from operating losses of $314 million in the comparable
period from the prior year. Excluding restructuring, net, impairment charges and
business divestiture in both periods, operating losses would have improved
$16 million or 48%. See table above for reconciliation of non-GAAP measures.

                                       26
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                      W.W. Grainger, Inc. and Subsidiaries
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
Financial Condition
Grainger believes that its current level of cash and cash equivalents,
marketable securities and availability under its revolving credit facilities
will be sufficient to meet its liquidity needs for the next twelve months.
Grainger expects to continue to invest in its business and return excess cash to
shareholders through cash dividends and share repurchases, which it plans to
fund through total available liquidity and cash flows generated from operations.
Grainger also maintains access to capital markets and may issue debt or equity
securities from time to time, which may provide an additional source of
liquidity.

Cash, Cash Equivalents and Liquidity
As of September 30, 2021 and December 31, 2020, Grainger had cash and cash
equivalents of $328 million and $585 million, respectively. This decrease in
cash is primarily due to resuming capital investments and the share repurchase
program, which were paused in 2020 due to the COVID-19 pandemic. As of September
30, 2021, the Company had approximately $1.8 billion in available liquidity.

Cash Flows
Net cash provided by operating activities was $724 million and $787 million for
the nine months ended September 30, 2021 and 2020, respectively. The decrease in
cash provided by operating activities is primarily the result of the net impacts
from the now divested Fabory business partially offset by higher net earnings
and favorable working capital.

Net cash used in investing activities was $180 million and $132 million for the
nine months ended September 30, 2021 and 2020, respectively. This increase in
net cash used in investing activities was primarily driven by higher additions
to the Company's supply chain infrastructure combined with lower proceeds from
sales and redemptions of assets.

Net cash used in financing activities was $790 million in the nine months ended
September 30, 2021 compared to $147 million in the nine months ended September
30, 2020. The change in net cash used in financing activities was primarily
driven by higher treasury stock repurchases in the current year and prior year
borrowings of long-term debt.

Working Capital
Internally generated funds are the primary source of working capital and funds
used for growth initiatives and capital expenditures.

Working capital consists of current assets (less non-operating cash) and current
liabilities (less short-term debt, current maturities of long-term debt and
lease liabilities). Working capital as of September 30, 2021, was $2,350
million, an increase of $130 million when compared to $2,220 million as of
December 31, 2020. The increase was primarily driven by an increase in accounts
receivable partially offset by an increase in accounts payable. At these dates,
the ratio of current assets to current liabilities was 2.6 for both
September 30, 2021 and December 31, 2020.

Debt


Grainger maintains a debt ratio and liquidity position that provides flexibility
in funding working capital needs and long-term cash requirements. In addition to
internally generated funds, Grainger has various sources of financing available,
including revolving credit facilities. Total debt, which is defined as total
interest-bearing debt (short-term, current maturities and long-term) and lease
liabilities as a percent of total capitalization was 55.1% at September 30,
2021, and 55.6% at December 31, 2020.

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. The
following table summarizes the Company's credit ratings at September 30, 2021:

                             Corporate       Senior Unsecured        Short-term
                Moody's         A3                  A3                   P2
                S&P             A+                  A+                   A1



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

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 2020 Form 10-K.

Critical Accounting Estimates
The methods, assumptions and estimates used in applying the Company's accounting
policies may require the application of judgments regarding matters that are
inherently uncertain. The Company considers an accounting policy to be a
critical estimate if: (1) it involves assumptions that are uncertain when
judgment was applied, and (2) changes in the estimate assumptions, or selection
of a different estimate methodology could have a significant impact on
Grainger's consolidated financial position and results. While the Company
believes that estimates, assumptions and judgments used are reasonable, they are
based on information available when the estimate was made.

A description of the Company's critical accounting estimates is described in
Part II, Item 7: Management's Discussion and Analysis of Financial Condition and
Results of Operations in the Company's 2020 Form 10-K. There have been no
material changes to the Company's critical accounting estimates from those
described in the Company's 2020 Form 10-K.

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 the Company's control, which could cause Grainger's results to
differ materially from those that are presented.

Important factors that could cause actual results to differ materially from
those presented or implied in the forward-looking statements include, without
limitation: the unknown duration and health, economic, operational and financial
impacts of the global outbreak of the coronavirus disease 2019 and its variants,
including the Delta variant and any other variants that may emerge (COVID-19),
as well as the impact of actions taken or contemplated by government authorities
to mitigate the spread of COVID-19 (such as vaccine mandates for certain federal
contractors and anticipated Occupational Health and Safety Administration safety
directives, mask mandates, social distancing or other requirements) and to
promote economic stability and recovery, on the Company's businesses, its
employees, customers and suppliers, including disruption to Grainger's
operations resulting from employee illnesses, the development, availability and
usage of effective treatment or vaccines, changes in customers' product needs,
the acquisition of excess inventory leading to additional inventory carrying
costs and inventory obsolescence, raw material, inventory and labor shortages,
continued strain on global supply chains, and diminished transportation
availability and efficiency, disruption caused by business responses to the
COVID-19 pandemic, including working remote arrangements, which may create
increased vulnerability to cybersecurity incidents, including breaches of
information systems security, adaptions to the Company's controls and procedures
required by working remote arrangements, including financial reporting
processes, which could impact the design or operating effectiveness of such
controls or procedures, and global or regional economic downturns or recessions,
which could result in a decline in demand for the Company's products; higher
product costs or other expenses; a major loss of customers; loss or disruption
of sources of supply; changes in customer or product mix; increased competitive
pricing pressures; failure to enter into or sustain contractual arrangements on
a satisfactory basis with group purchasing organizations; failure to develop or
implement new technology initiatives or business strategies; failure to
adequately protect intellectual property or successfully defend against
infringement claims; fluctuations or declines in the Company's gross profit
margin; the Company's responses to market pressures; the outcome of pending and
future litigation or governmental or regulatory proceedings, including with
respect to wage and hour, anti-bribery and corruption, environmental,
advertising and marketing, consumer protection, pricing (including disaster or
emergency declaration pricing statutes), product liability, compliance or
safety, trade and export compliance, general
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                      W.W. Grainger, Inc. and Subsidiaries
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
commercial disputes, or privacy and cybersecurity matters; investigations,
inquiries, audits and changes in laws and regulations; failure to comply with
laws, regulations and standards; government contract matters; disruption of
information technology or data security systems involving the Company or third
parties on which the Company depends; general industry, economic, market or
political conditions; general global economic conditions including tariffs and
trade issues and policies; currency exchange rate fluctuations; market
volatility, including price and trading volume volatility or price declines of
the Company's common stock; commodity price volatility; facilities disruptions
or shutdowns; higher fuel costs or disruptions in transportation services; other
pandemic diseases or viral contagions; natural or human induced disasters,
extreme weather and other catastrophes or conditions; failure to attract,
retain, train, motivate, develop and transition key employees; loss of key
members of management or key employees; changes in effective tax rates; changes
in credit ratings or outlook; the Company's incurrence of indebtedness and other
factors identified under Part I, Item 1A: "Risk Factors" in the Company's 2020
Form 10-K, as updated from time to time in the Company's Quarterly Reports on
Form 10-Q.

Caution should be taken not to place undue reliance on Grainger's forward-looking statements and Grainger undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


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                      W.W. Grainger, Inc. and Subsidiaries

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