The following Management's Discussion and Analysis of Financial Condition and
Results of Operations (MD&A) 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 the Company. The following discussion should be
read in conjunction with the Consolidated Financial Statements and accompanying
notes for the year ended December 31, 2021 included in the Company's 2021 Form
10-K and the Condensed Consolidated Financial Statements and accompanying notes
included in Part I, Item 1: Financial Statements of this Form 10-Q.

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

General

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, 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 and Recent Events



The Company continues to adhere to its purpose to keep the world working while
using its core principles as the framework for expanding Grainger's leadership
position and ensuring Grainger is the go-to-partner for building and running
safe, sustainable and productive operations.

For a discussion of the Company's strategic priorities for 2022, see Part 1,
Item 1: Business and Part II, Item 7: Management's Discussion and Analysis of
Financial Condition and Results of Operations (Overview) in the Company's 2021
Form 10-K.

Russia's Invasion of Ukraine

In February 2022, Russia invaded Ukraine. In response to the conflict, the
United States (U.S.) and other countries have implemented economic and other
sanctions. While Grainger has limited direct exposure in Russia and Ukraine, the
Company continues to monitor any broader impact on the global economy, including
with respect to inflation, supply chains and fuel prices. The full impact of the
conflict on the Company's business and financial results remains uncertain and
will depend on the severity and duration of the conflict and its impact on
global and regional economic conditions. The Company does not currently expect
significant disruption to its overall business resulting from the conflict.


Inflationary Cost Environment



During fiscal 2021 and continuing into the first half of fiscal 2022, in
combination with the economic recovery of the ongoing COVID-19 pandemic, the
global economy continues to experience disruptions including to the commodity,
labor and transportation markets. These disruptions have contributed to an
inflationary environment which has affected, and may continue to affect, the
price and availability of certain products and services necessary for the
Company's operations. Such disruptions have impacted, and may continue to
impact, the Company's business, financial condition and results of operations.
As a result of continued inflation, the Company has implemented strategies
designed to mitigate certain adverse effects of higher costs during the first
half of fiscal 2022 while also remaining market price competitive.


For further discussion of the Company's risks and uncertainties, see Part II,
Item 1A: Risk Factors of the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2022 and Part I, Item 1A: Risk Factors in the
Company's 2021 Form 10-K.


                                       17

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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 -Three Months Ended June 30, 2022

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



                                                                                Three Months Ended June 30,
                                                                                   Percent Increase
                                                                                    from Prior Year            As a Percent of Net Sales
                                                   2022              2021                                      2022                2021
Net sales (1)                                  $   3,837          $ 3,207                    19.6  %            100.0  %            100.0  %
Cost of goods sold                                 2,396            2,083                    15.0                62.4                65.0
Gross profit                                       1,441            1,124                    28.3                37.6                35.0
SG&A                                                 907              790                    14.9                23.7                24.6
Operating earnings                                   534              334                    60.0                13.9                10.4
Other expense - net                                   17               15                    11.2                 0.4                 0.5
Income tax provision                                 128               76                    70.6                 3.4                 2.3
Net earnings                                         389              243                    59.8                10.1                 7.6
Noncontrolling interest                               18               18                     0.1                 0.4                 0.6
Net earnings attributable to W.W. Grainger,
Inc.                                           $     371          $   225                    64.5                 9.7                 7.0
Diluted earnings per share:                    $    7.19          $  4.27                    68.4  %

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

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

Three Months Ended June 30,


                                                                        2022                      2021
Net sales                                                     $          3,837               $     3,207
 $ Change from prior-year period                                           630                       370
 % Change from prior-year period                                          19.6       %              13.1  %

Daily sales (1)                                               $           60.0               $      50.1
 $ Change from prior-year period                                           9.9                       5.8
 % Change from prior-year period                                          19.6       %              13.1  %

Daily sales impact of currency fluctuations                               (2.4)      %               0.9  %

(1) Daily sales are defined as the total net sales for the period divided by the number of U.S. selling
days in the period. There were 64 sales days in both the three months ended June 30, 2022 and June 30,
2021.



Net sales of $3,837 million for the three months ended June 30, 2022 increased
$630 million, or 19.6%, compared to the same period in 2021. The increase in net
sales was primarily due to growth in the High-Touch Solutions N.A. and Endless
Assortment segments. For further discussion on the Company's net sales, see the
Segment Analysis section below.


Gross profit of $1,441 million for the three months ended June 30, 2022 increased $317 million, or 28%, compared to the same period in 2021. Gross profit margin of 37.6% increased 2.6 percentage points. The increase was due to


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

lapping pandemic-related inventory adjustments in the second quarter of 2021 and improved product mix in the second quarter of 2022.

SG&A of $907 million for the three months ended June 30, 2022 increased $117 million, or 15%, compared to the same period in 2021. The increase was primarily due to higher marketing, payroll and variable compensation expenses.

Operating earnings of $534 million for the three months ended June 30, 2022 increased $200 million, or 60%, compared to the same period in 2021.



Income taxes of $128 million for the three months ended June 30, 2022 increased
$52 million or 71%, compared to the same period in 2021. The increase was
primarily driven by higher taxable operating earnings in the second quarter of
2022. Grainger's effective tax rates were 24.8% and 23.6% for the three months
ended June 30, 2022 and 2021, respectively.

Net earnings of $371 million attributable to W.W. Grainger, Inc. for the three
months ended June 30, 2022 increased $146 million, or 65%, compared to the same
period in 2021.

Diluted earnings per share was $7.19 for the three months ended June 30, 2022, an increase of 68% compared to $4.27 for the same period in 2021.

Segment Analysis

For further segment information, see Note 8 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1: Financial Statements of this Form 10-Q.

High-Touch Solutions N.A.

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

                                  Three Months Ended June 30,
                                       2022                   2021        Percent Increase
      Net sales            $        3,053                   $ 2,498                 22.2  %
      Gross profit         $        1,211                   $   922                 31.4  %
      SG&A                 $          736                   $   640                 15.0  %
      Operating earnings   $          475                   $   282                 68.3  %



Net sales of $3,053 million for the three months ended June 30, 2022 increased
$555 million, or 22.2%, compared to the same period in 2021. The increase in net
sales was due to growth in all geographies and included increased volume, which
includes product mix, of 11.8% and price, which includes customer mix, of 10.6%,
partially offset by unfavorable foreign exchange of 0.2%.

Gross profit of $1,211 million for the three months ended June 30, 2022
increased $289 million, or 31%, compared to the same period in 2021. Gross
profit margin of 39.7% increased 2.8 percentage points. The increase was due to
lapping pandemic-related inventory adjustments in the second quarter of 2021 and
improved product mix in the second quarter of 2022.

SG&A of $736 million for the three months ended June 30, 2022 increased $96 million, or 15%, compared to the same period in 2021. The increase was primarily due to higher marketing, payroll and variable compensation expenses. SG&A leverage improved by 1.5 percentage points.

Operating earnings of $475 million for the three months ended June 30, 2022 increased $193 million, or 68%, compared to the same period in 2021.


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

Endless Assortment



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

                             Three Months Ended June 30,
                                   2022                    2021       Percent Increase
Net sales            $          719                       $ 645                 11.4  %
Gross profit         $          209                       $ 182                 15.4  %
SG&A                 $          147                       $ 124                 18.9  %
Operating earnings   $           62                       $  58                  8.0  %



Net sales of $719 million for the three months ended June 30, 2022, increased
$74 million, or 11.4%, compared to the same period in 2021. The increase was due
to sales growth of 21.1%, driven by continued customer acquisition and repeat
and enterprise customer growth at MonotaRO, partially offset by unfavorable
foreign exchange of 9.7% due to changes in the exchange rate between the U.S.
dollar and the Japanese yen.

Gross profit of $209 million for the three months ended June 30, 2022 increased
$27 million, or 15%, compared to the same period in 2021. Gross profit margin of
29.2% increased 1.0 percentage point compared to the same period in 2021. The
increase was driven by freight efficiencies at Zoro and MonotaRO.

SG&A of $147 million for the three months ended June 30, 2022 increased $23
million, or 19%, compared to the same period in 2021. The increase was primarily
driven by higher marketing, occupancy and payroll and benefits expenses in the
second quarter of 2022. SG&A leverage decreased by 1.3 percentage points.

Operating earnings of $62 million for the three months ended June 30, 2022 increased $4 million, or 8%, compared to the same period in 2021.

Other



Net sales of $65 million for the three months ended June 30, 2022, increased $1
million, or 2.7%, compared to the same period in 2021. The increase was due to
sales growth of 14.4%, partially offset by unfavorable foreign exchange of 11.7%
due to changes in the exchange rate between the U.S. dollar and the British
pound sterling.

Operating losses of $3 million for the three months ended June 30, 2022 improved $3 million, or 47.2%, compared to the same period in 2021.


                                       20
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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 - Six Months Ended June 30, 2022

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




                                                                                 Six Months Ended June 30,
                                                                                   Percent Increase
                                                                                    from Prior Year            As a Percent of Net Sales
                                                   2022              2021                                      2022                2021
Net sales (1)                                  $   7,484          $ 6,291                    19.0  %            100.0  %            100.0  %
Cost of goods sold                                 4,660            4,074                    14.4                62.3                64.8
Gross profit                                       2,824            2,217                    27.4                37.7                35.2
SG&A                                               1,756            1,525                    15.1                23.4                24.2
Operating earnings                                 1,068              692                    54.4                14.3                11.0
Other expense - net                                   34               30                    13.7                 0.5                 0.5
Income tax provision                                 260              164                    59.0                 3.5                 2.6
Net earnings                                         774              498                    55.4                10.3                 7.9
Noncontrolling interest                               37               35                     6.1                 0.4                 0.5
Net earnings attributable to W.W. Grainger,
Inc.                                           $     737          $   463                    59.1                 9.9                 7.4
Diluted earnings per share:                    $   14.26          $  8.76                    62.8  %

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

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



                                                                        Six Months Ended June 30,
                                                                        2022                      2021
Net sales                                                     $          7,484               $     6,291
 $ Change from prior-year period                                         1,193                       453
 % Change from prior-year period                                          19.0       %               7.8  %

Daily sales (1)                                               $           58.5               $      49.5
 $ Change from prior-year period                                           9.0                       3.9
 % Change from prior-year period                                          18.0       %               8.6  %

Daily sales impact of currency fluctuations                               (2.0)      %               1.0  %

(1) Daily sales are defined as the total net sales for the period divided by the number U.S. selling days
in the period. There were 128 and 127 sales days in the six months ended June 30, 2022 and June 30, 2021,
respectively.



Net sales of $7,484 million for the six months ended June 30, 2022 increased
$1,193 million, or 19.0%, and on a daily basis, net sales increased 18.0%
compared to the same period in 2021. The increase in net sales was primarily due
to sales growth in the High-Touch Solutions N.A. and Endless Assortment
segments. For further discussion on the Company's net sales, see the Segment
Analysis section below.

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                      W.W. Grainger, Inc. and Subsidiaries
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
Gross profit of $2,824 million for the six months ended June 30, 2022 increased
$607 million, or 27%, compared to the same period in 2021. Gross profit margin
of 37.7% increased 2.5 percentage points. The increase was due to lapping
pandemic-related inventory adjustments in the first half of 2021 and improved
product mix in the first half of 2022.

SG&A of $1,756 million for the six months ended June 30, 2022 increased $231
million, or 15%, compared to the same period in 2021. The increase was primarily
due to higher marketing, payroll and variable compensation expenses.

Operating earnings of $1,068 million for the six months ended June 30, 2022 increased $376 million, or 54%, compared to the same period in 2021.



Income taxes of $260 million for the six months ended June 30, 2022 increased
$96 million or 59%, compared to the same period in 2021. The increase was
primarily driven by higher taxable operating earnings in the first half of 2022.
Grainger's effective tax rates were 25.2% and 24.7% for the six months ended
June 30, 2022 and June 30, 2021, respectively.

Net earnings of $737 million attributable to W.W. Grainger, Inc. for the six
months ended June 30, 2022 increased $274 million, or 59%, compared to the same
period in 2021.

Diluted earnings per share was $14.26 for the six months ended June 30, 2022, an increase of 63% compared to $8.76 for the same period in 2021.

Segment Analysis

For further segment information, see Note 8 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1: Financial Statements of this Form 10-Q.

High-Touch Solutions N.A.

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


                            Six Months Ended June 30,
                                2022                 2021        Percent Increase
Net sales            $       5,931                 $ 4,895                 21.2  %
Gross profit         $       2,375                 $ 1,817                 30.7  %
SG&A                 $       1,419                 $ 1,229                 15.4  %
Operating earnings   $         956                 $   588                 62.6  %



Net sales of $5,931 million for the six months ended June 30, 2022 increased
$1,036 million, or 21.2%, compared to the same period in 2021. On a daily basis,
net sales increased 20.2% due to increased volume, which includes product mix,
of 10.9% and price, which includes customer mix, of 9.4%, driven by sales growth
in all geographies, partially offset by unfavorable foreign exchange of 0.1%.

Gross profit of $2,375 million for the six months ended June 30, 2022 increased
$558 million, or 31%, compared to the same period in 2021. Gross profit margin
of 40.0% increased 2.9 percentage points. The increase was due to lapping
pandemic-related inventory adjustments in the first half of 2021 and improved
product mix in the first half of 2022.

SG&A of $1,419 million for the six months ended June 30, 2022 increased $190
million, or 15% compared to the same period in 2021. The increase was primarily
due to higher marketing, payroll and variable compensation expenses. SG&A
leverage improved by 1.2% percentage point.

Operating earnings of $956 million for the six months ended June 30, 2022 increased $368 million, or 63%, compared to the same period in 2021.


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

Endless Assortment



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

                                   Six Months Ended June 30,
                                       2022                 2021        Percent Increase
       Net sales            $       1,416                 $ 1,267                 11.7  %
       Gross profit         $         406                 $   357                 14.0  %
       SG&A                 $         289                 $   244                 18.6  %
       Operating earnings   $         117                 $   113                  4.0  %



Net sales of $1,416 million for the six months ended June 30, 2022, increased
$149 million, or 11.7%, compared to the same period in 2021. On a daily basis,
net sales increased 10.9%. The increase was due to sales growth of 19.3%, driven
by continued customer acquisition at Zoro and repeat customer growth at
MonotaRO, partially offset by unfavorable foreign exchange of 8.4% due to
changes in the exchange rate between the U.S. dollar and the Japanese yen.

Gross profit of $406 million for the six months ended June 30, 2022 increased
$49 million, or 14% compared to the same period in 2021. Gross profit margin of
28.7% increased 0.6 percentage point compared to the same period in 2021. The
increase was driven by freight efficiencies at Zoro and MonotaRO.

SG&A of $289 million for the six months ended June 30, 2022 increased $45
million, or 19%, compared to the same period in 2021. The increase was primarily
driven by higher occupancy expenses at MonotaRO due to the DC placed into
service in the first quarter of 2022 and higher marketing and payroll and
benefits expenses compared to the first half of 2021. SG&A leverage decreased by
1.2 percentage points.

Operating earnings of $117 million for the six months ended June 30, 2022 increased $4 million, or 4%, compared to the same period in 2021.

Other


Net sales of $137 million for the six months ended June 30, 2022 increased $8
million, or 6.2%, compared to the same period in 2021. On a daily basis, net
sales increased 5.3%. The increase was due to sales growth of 12.6%, partially
offset by unfavorable foreign exchange of 7.3% due to changes in the exchange
rate between the U.S. dollar and the British pound sterling.

Operating losses of $5 million for the six months ended June 30, 2022 improved $4 million, or 42%, compared to the same period in 2021.


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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 its current balances 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. 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, Cash Equivalents and Liquidity

As of June 30, 2022 and December 31, 2021, Grainger's cash and cash equivalents were $262 million and $241 million, respectively. As of June 30, 2022, the Company had approximately $1.5 billion in available liquidity.

Cash Flows



Net cash provided by operating activities was $593 million and $563 million for
the six months ended June 30, 2022 and 2021, respectively. The increase in cash
provided by operating activities was primarily due to higher net earnings,
partially offset by unfavorable working capital and increased tax payments
compared to the same period in 2021.

Net cash used in investing activities was $172 million and $130 million for the
six months ended June 30, 2022 and 2021, respectively. The change in net cash
used in investing activities was primarily due to timing of Japanese supply
chain investments.

Net cash used in financing activities was $388 million and $463 million for the
six months ended June 30, 2022 and 2021, respectively. The decrease in net cash
used in financing activities was due to lower volume of treasury stock
repurchases in the first half of 2022.

Working Capital



Internally generated funds are the primary source of working capital and funds
used for growth initiatives and capital expenditures. Working capital as of
June 30, 2022, was $2,664 million, an increase of $209 million when compared to
$2,455 million as of December 31, 2021. The increase was primarily driven by
increased accounts receivable and inventory due to continued sales growth,
partially offset by higher accounts payable. As of June 30, 2022 and December
31, 2021, the ratio of current assets to current liabilities was 2.6 and 2.7,
respectively.

Debt

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

Total debt, which is defined as total interest-bearing debt and lease liabilities as a percent of total capitalization, was 52.3% and 56.2% as of June 30, 2022 and December 31, 2021, 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.



The following table summarizes the Company's credit ratings at June 30, 2022:

                             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 2021 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: (i) it
involves assumptions that are uncertain when judgment was applied, and (ii)
changes in the estimate assumptions, or selection of a different estimate
methodology, could have a significant impact on Grainger's consolidated
financial position and results. While the Company believes the assumptions and
estimates used are reasonable, the Company's management bases its estimates on
historical experience and on various other assumptions it believes to be
reasonable under the circumstances.

Note 1 of the Notes to Condensed Consolidated Financial Statements in Part I,
Item 1: Financial Statements of this Form 10-Q and in Note 1 of the Notes to
Consolidated Financial Statements in Part II, Item 8: Financial Statements of
the Company's 2021 Form 10-K describes 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 2021 Form 10-K.























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

Forward-Looking Statements



From time to time in this Quarterly Report on Form 10-Q as well as in other
written reports, communications and verbal statements, the Company 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.

The Company 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 the Company'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
(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, 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 the
Company'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 remote working 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 remote working arrangements, 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; inflation, higher product costs or other
expenses, including operational expenses; the impact of Russia's invasion of
Ukraine on the global economy; 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,
manage 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 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;
disruption or breaches of information technology or data security systems
involving the Company or third parties on which the Company depends; general
industry, economic, market or political conditions; general global economic
conditions including tariffs and trade issues and policies; currency exchange
rate fluctuations; market volatility, including price and trading volume
volatility or price declines of the Company's common stock; commodity price
volatility; facilities disruptions or shutdowns; higher fuel costs or
disruptions in transportation services; geopolitical events, including war or
acts of terrorism; other pandemic diseases or viral contagions; natural or human
induced disasters, extreme weather and other catastrophes or conditions; effects
of climate change; competition for, or failure to attract, retain, train,
motivate and develop 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 2021 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 the Company's forward-looking statements and the Company undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


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                      W.W. Grainger, Inc. and Subsidiaries

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