Objective



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 included in Part II, Item 8: Financial Statements and Supplementary Data
of this Form 10-K.

Percentage figures included in this section have not in all cases 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 Consolidated Financial Statements or in the associated
text.

Overview

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.). 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.

The Company's continued strategic priority for 2022 is to relentlessly expand
Grainger's leadership position in the MRO space by being the go-to partner for
people who build and run safe and productive operations. To achieve this, each
Grainger business has a set of strategic objectives. The high-touch solutions
businesses are focused on key initiatives that drive top-line revenue and MRO
market outgrowth. Additionally, the high-touch solutions businesses are focused
on growing through differentiated sales and services (e.g., direct customer
relationships and onsite services), advantaged MRO solutions (e.g., get
customers the exact products and services they need to solve a problem quickly)
and unparalleled customer service (e.g., deliver flawlessly on every customer
transaction). The endless assortment businesses are focused on product
assortment expansion and innovative customer acquisition and retention.
Additionally, all Grainger businesses are focused on continuously improving
customer experience, optimizing and scaling cost structures and investing in
digital marketing, technology and supply chain infrastructure to ultimately
deliver long-term returns for shareholders.

Strategic Priorities and Impact of the COVID-19 Pandemic



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. However, the Company's business
plans to achieve these strategic priorities continue to be affected by the
impact of the COVID-19 pandemic.

The COVID-19 pandemic caused significant disruptions in the U.S. and global
markets, and the full extent of the impacts will depend on several uncertain and
unpredictable developments including any continued spread of the virus and its
variants, the availability and effectiveness of treatments and vaccines,
imposition of protective public safety measures and the overall impact of
government measures to combat the spread of the virus.

While the ongoing recovery from the COVID-19 pandemic has fluctuated throughout
the year, it has been accompanied by a resurgence in demand as industries return
to regular operations, which 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 inventory
availability and remains committed to serving customers and supporting team
members.

As the pandemic continues to impact global markets and the needs of customers,
team members, suppliers and communities continue to change, the Company's
efforts and business plan will evolve accordingly. 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 team members, customers, suppliers and shareholders.

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The Company qualified for certain government assistance programs that partially
offset related expenses in Canada and the U.K. The amounts received were not
material to the Consolidated Financial Statements for the year ended December
31, 2021.

The Company cannot reasonably estimate the full extent to which the COVID-19
pandemic will continue to impact its business and financial results. 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 team members 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, see Part I, Item 1A: Risk Factors of this Form 10-K.

Matters Affecting Comparability

There were 254 sales days in the full year 2021 versus 256 and 255 sales days in the full year of 2020 and 2019, respectively.



Effective January 1, 2021, Grainger's two reportable segments are High-Touch
Solutions N.A. and Endless Assortment. On March 8, 2021, Grainger provided
investors with segment summary historical financial information and segment
historical data that is consistent with its new reportable segment structure and
reflective of its updated intersegment accounting policies. For further segment
information, see Note 14 of the Notes to Consolidated Financial Statements in
Part II, Item 8: Financial Statements and Supplementary Data of this Form 10-K.

In November 2020, consistent with the Company's strategic focus on broad line
MRO distribution in key markets, Grainger commenced the liquidation of Zoro
Tools Europe (ZTE) in Germany. In August 2020, Grainger divested the China
high-touch solutions business (China) and in June 2020, divested the Fabory
high-touch solutions business. Accordingly, the Company's operating results
include Fabory, China and ZTE through the respective dates of divestiture or
liquidation. For further business divestitures and liquidation information, see
Note 2 of the Notes to Consolidated Financial Statements in Part II, Item 8:
Financial Data and Supplementary Data of this Form 10-K.

In mid-February 2020, the Company began experiencing elevated levels of COVID-19
pandemic-related product sales (e.g., 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
through 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.


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Results of Operations
The following table is included as an aid to understanding changes in Grainger's
Consolidated Statements of Earnings (in millions of dollars).

                                                                                                For the Years Ended December 31,
                                                                                                    Percent Increase/(Decrease) from
                                                                                                               Prior Year                             As a Percent of Net Sales
                                           2021                    2020              2019                      2021                       2021                 2020                  2019
Net sales (1)                     $        13,022               $ 11,797          $ 11,486                              10.4  %            100.0  %              100.0  %              100.0  %
Cost of goods sold                          8,302                  7,559             7,089                               9.8                63.8                  64.1                  61.7
Gross profit                                4,720                  4,238             4,397                              11.4                36.2                  35.9                  38.3
SG&A                                        3,173                  3,219             3,135                              (1.4)               24.4                  27.3                  27.3
Operating earnings                          1,547                  1,019             1,262                              51.8                11.9                   8.6                  11.0
Other expense - net                            62                     72                53                             (12.8)                0.5                   0.6                   0.5
Income tax provision                          371                    192               314                              92.7                 2.8                   1.6                   2.7
Net earnings                                1,114                    755               895                              47.5                 8.6                   6.4                   7.8
Noncontrolling interest                        71                     60                46                              19.0                 0.5                   0.5                   0.4
Net earnings attributable to W.W.
Grainger, Inc.                    $         1,043               $    695          $    849                              50.0                 8.0                   5.9                   7.4
Diluted earnings per share:       $         19.84               $  12.82          $  15.32                              54.8  %

(1) For further information regarding the Company's disaggregated revenue, see Note 3 of the Notes to the Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data of this Form 10-K.





2021 Compared to 2020
Net sales of $13,022 million for the year ended December 31, 2021 increased
$1,225 million, or 10.4%, compared to the same period in 2020. On a daily basis,
net sales increased 11.3%, primarily driven by improved core, non-pandemic
related product sales volume as product mix continued to revert to more
normalized levels in the year ended December 31, 2021. This consisted of
increased volume, which includes product mix, of 10.1%, price, which includes
customer mix, of 2.3% and foreign exchange of 0.3%, partially offset by the
impact of the business divestitures in the prior year of 1.4%.

Gross profit of $4,720 million for the year ended December 31, 2021 increased
$482 million, or 11%, compared to the same period in 2020. Gross profit margin
of 36.2% increased 0.3 percentage point compared to the same period in 2020. The
increase was primarily driven by price realization and favorable product mix,
partially offset by unfavorable pandemic-related inventory adjustments and
product cost inflation in the year ended December 31, 2021.

SG&A of $3,173 million for the year ended December 31, 2021 decreased $46
million, or 1%, compared to the same period in 2020. The decrease was the result
of impairment charges and losses related to the divested Fabory business in the
first half of 2020, partially offset by increased SG&A due to higher wages,
variable compensation and marketing expenses in 2021.

Operating earnings of $1,547 million for the year ended December 31, 2021 increased $528 million, or 52%, compared to the same period in 2020. The increase was driven by higher gross profit dollars and lower SG&A.



Other expense, net of $62 million for the year ended December 31, 2021 decreased
$10 million, or 13%, compared to the same period in 2020. The decrease was
primarily driven by lower interest expense in 2021 due to the increase in
indebtedness as a proactive measure to preserve financial flexibility during
pandemic uncertainty in the first half of 2020.


                                       25
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Income taxes of $371 million for the year ended December 31, 2021 increased $179
million, or 93%, compared to the same period in 2020. The increase was primarily
driven by higher taxable operating earnings in 2021 and the absence of the tax
impacts from the Company's investment in Fabory. In the first quarter of 2020,
the Company impaired and reorganized its holdings in Fabory. In the second
quarter of 2020, the Company divested its interest in Fabory. Grainger's
effective tax rates were 25.0% and 20.3% for the twelve months ended
December 31, 2021 and 2020, respectively.

Net earnings of $1,043 million attributable to W.W. Grainger, Inc. for the year
ended December 31, 2021 increased $348 million, or 50%, compared to the same
period in 2020.

Diluted earnings per share was $19.84 for the year ended December 31, 2021, an
increase of 55% compared to $12.82 for the same period in 2020. The increase was
primarily due to higher net earnings in 2021.

2020 Compared to 2019



Net sales of $11,797 million for the year ended December 31, 2020 increased $311
million, or 2.7%, compared to the same period in 2019. On a daily basis, net
sales increased 2.3%, primarily due to strong pandemic-related sales volume
mainly to large government and healthcare customers, partially offset by volume
declines of non-pandemic related products across most industries. This consisted
of increased volume, which includes product mix, of 3.7% and foreign exchange of
0.1%, partially offset by the impact of the business divestitures and price,
including customer mix, of 1.3% and 0.2%, respectively.

Gross profit of $4,238 million for the year ended December 31, 2020 decreased
$159 million, or 4%, compared to the same period in 2019. Gross profit margin of
35.9% decreased 2.4 percentage points compared to the same period in 2019. The
decrease was primarily driven by lower margins from COVID-19 pandemic-related
product sales in the high-touch solutions businesses and business unit mix due
to growth in the lower margin endless assortment businesses.

SG&A of $3,219 million for the year ended December 31, 2020 increased $84
million, or 3%, compared to the same period in 2019. The increase was primarily
due to a $177 million write-down of goodwill, intangibles and long-lived assets
for the Fabory business and a $109 million pretax loss from the sale of the
Fabory business in the first and second quarters of 2020, respectively. These
charges were partially offset by reduced travel and entertainment expenses in
2020 and an aggregate intangible asset impairment charge of $120 million for the
Cromwell business in the fourth quarter of 2019.

Operating earnings of $1,019 million for the year ended December 31, 2020
decreased $243 million, or 19%, compared to $1,262 million for the same period
in 2019. The decrease was primarily a result of impairment charges and losses
for the divested Fabory business in the first half of 2020.

Other expense, net of $72 million for the year ended December 31, 2020 increased
$19 million, or 35%, compared to the same period in 2019. The increase was
primarily from costs related to an increase in indebtedness as a proactive
measure to preserve financial flexibility during pandemic uncertainty during
2020.

Income taxes of $192 million for the year ended December 31, 2020 decreased $122
million, or 39%, compared to the same period in 2019. The decrease was driven by
lower taxable operating earnings for the year, tax losses from the Company's
investment in Fabory due to the impairment and internal reorganization of the
Company's holdings in Fabory in the first quarter of 2020 and tax impacts of the
Fabory divestiture.

Net earnings of $695 million attributable to W.W. Grainger, Inc. for the year
ended December 31, 2020 decreased $154 million, or 18%, compared to the same
period in 2019.

Diluted earnings per share of $12.82 for the year ended December 31, 2020, decreased 16% compared to $15.32 for the same period in 2019. The decrease was due to lower net earnings.


                                       26
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Non-GAAP Measures



The following tables reconcile reported SG&A expenses, operating earnings, net
earnings attributable to W.W. Grainger, Inc. and diluted earnings per share
determined in accordance with U.S. generally accepted accounting principles
(GAAP) to non-GAAP measures including adjusted SG&A, adjusted operating
earnings, adjusted net earnings attributable to W.W. Grainger, Inc. and adjusted
diluted earnings per share. 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.

The following tables provide a reconciliation of GAAP to non-GAAP measures
(dollars in millions):
                                                              For the Years Ended December 31,
                                                        2021               2020             2019                 %
SG&A reported                                       $    3,173          $ 3,219          $ 3,135                  (1) %
Restructuring - net (High-Touch Solutions N.A.)              -               18                4
Restructuring - net (Endless Assortment)                     -                9                -
Restructuring - net (Other)                                  -                -                2
Fabory impairment charges (Other)                            -              177                -
Cromwell impairment charges (Other)                          -                -              120
Fabory divestiture (Other)                                   -              109                -
Grainger China divestiture (Other)                           -               (5)               -
SG&A adjusted                                       $    3,173          $ 2,911          $ 3,009                   9  %

Operating earnings reported                         $    1,547          $ 1,019          $ 1,262                  52  %
Total restructuring - net, impairment charges and
business divestiture                                         -              308              126
Operating earnings adjusted                         $    1,547          $ 1,327          $ 1,388                  17  %

Net earnings attributable to W.W. Grainger, Inc.
reported                                            $    1,043          $   695          $   849                  50  %

Total restructuring - net, impairment charges and
business divestiture                                         -              308              126
Tax effect (1)                                               -             (126)             (17)
Total restructuring - net, impairment charges and
business divestiture, net of tax                             -                 182              109
Net earnings attributable to W.W. Grainger, Inc.
adjusted                                            $    1,043          $   877          $   958                  19  %

Diluted earnings per share reported                 $    19.84          $ 12.82          $ 15.32                  55  %
Restructuring - net (High-Touch Solutions N.A.)              -             0.33             0.08
Restructuring - net (Endless Assortment)                     -             0.16                -
Restructuring - net (Other)                                  -                -             0.03
Fabory impairment charges (Other)                            -             3.26                -
Cromwell impairment charges (Other)                          -                -             2.15
Fabory divestiture (Other)                                   -             2.02                -
Grainger China divestiture (Other)                           -            (0.09)               -
Total pretax adjustments                                     -             5.68             2.26
Tax effect (1)                                               -            (2.32)           (0.29)
Total - net of tax                                           -             3.36             1.97
Diluted earnings per share adjusted                 $    19.84          $ 16.18          $ 17.29                  23  %

(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.



                                       27

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2021 Compared to 2020

Noted in the table above for the twelve months ended December 31, 2020, the Company recorded a $177 million Fabory impairment charge and $109 million loss on the divestiture of the Fabory business in SG&A in the first and second quarters, respectively.




Excluding restructuring, net, impairment charges and business divestitures for
the twelve months ended December 31, 2020, adjusted SG&A and operating earnings
for the full year 2021 were $3,173 and $1,547, an increase of $262 million and
$220 million, or 9% and 17%, respectively, compared to the same period in 2020.

Excluding the tax benefit related to Fabory, as well as the restructuring, net,
impairment charges and business divestitures for the twelve months ended
December 31, 2020, Grainger's adjusted effective tax rates were 25.0% and 25.3%
for the twelve months ended December 31, 2021 and 2020, respectively. The
Company's adjusted net earnings attributable to W.W. Grainger Inc. for the full
year 2021 was $1,043 million, an increase of $166 million, or 19%, compared to
the same period in 2020. Adjusted diluted earnings per share of $19.84 increased
23% compared to $16.18 for the twelve months ended December 31, 2020.

2020 Compared to 2019

Noted in the table above for the twelve months ended December 31, 2019, the Company recorded an aggregate intangible asset impairment charge in SG&A of $120 million for the Cromwell business in the fourth quarter of 2019.



Excluding restructuring, net, impairment charges and business divestitures for
the twelve months ended December 31, 2020 and December 31, 2019, adjusted SG&A
and operating earnings for the full year 2020 were $2,911 and $1,327, a decrease
of $98 million and $61 million, or 3% and 4%, respectively, compared to the same
period in 2019.

Excluding restructuring, net, impairment charges, business divestitures and
income taxes for the twelve months ended December 31, 2020, and December 31,
2019, Grainger's adjusted effective tax rates were 25.3% and 24.8% for the
twelve months ended December 31, 2020 and 2019, respectively. The Company's
adjusted net earnings attributable to W.W. Grainger, Inc. for the full year 2020
was $877 million, a decrease of $81 million, or 8%, compared to the same period
in 2019. Adjusted diluted earnings per share of $16.18 decreased 6% compared to
$17.29 for the twelve months ended December 31, 2019.


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Segment Analysis



The following comments at the reportable segment and other business unit levels
include external net sales and operating earnings. For further segment
information, see Note 14 of the Notes to Consolidated Financial Statements in
Part II, Item 8: Financial Statements and Supplementary Data of this Form 10-K.

High-Touch Solutions N.A.

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


                      For the Years Ended December 31,


                                                                                                          Percent Increase/
                                                            Percent Increase                               (Decrease) from
                                            2021             from Prior Year           2020 (1)              Prior Year               2019 (1)
Net sales                              $    10,186                    10.5  %       $     9,221                       2.0  %       $     9,036
Gross profit                           $     3,906                    10.9  %       $     3,524                      (4.4) %       $     3,684
SG&A                                   $     2,572                     9.8  %       $     2,342                      (2.7) %       $     2,406
Operating earnings                     $     1,334                    12.9  %       $     1,182                      (7.6) %       $     1,278

(1) Effective January 1, 2021, segment results for the years ended December 31, 2020 and 2019 were recast to reflect the Company's re-segmentation.





2021 Compared to 2020
Net sales of $10,186 million for the year ended December 31, 2021 increased $965
million, or 10.5%, compared to the same period in 2020. On a daily basis, net
sales increased 11.3%, primarily driven by improved core, non-pandemic related
product sales volume as product mix continued to revert to more normalized
levels in the year ended December 31, 2021. This consisted of increased volume,
price and foreign exchange of 7.8%, 3.0% and 0.5%, respectively.

Gross profit of $3,906 million for the year ended December 31, 2021 increased
$382 million, or 11%, compared to the same period in 2020. Gross profit margin
of 38.3% increased 0.1 percentage point compared to the same period in 2020. The
increase was primarily the result of price realization and product mix in the
second half of 2021, partially offset by unfavorable pandemic-related inventory
adjustments and product cost inflation in the year ended December 31, 2021.

SG&A of $2,572 million for the year ended December 31, 2021 increased $230 million, or 10%, compared to the same period in 2020. The increase was primarily driven by higher wages, variable compensation and marketing expenses.

Operating earnings of $1,334 million for the year ended December 31, 2021 increased $152 million, or 13%, compared to the same period in 2020. The increase was driven by higher gross profit dollars, partially offset by higher SG&A.



2020 Compared to 2019

Net sales of $9,221 million for the year ended December 31, 2020 increased $185
million, or 2.0%, compared to the same period in 2019. On a daily basis, net
sales increased 1.7%, primarily driven by COVID-19 pandemic-related sales,
partially offset by volume declines of non-pandemic related products. This
consisted of increased volume of 2.2%, partially offset by price and foreign
exchange of 0.3% and 0.2%, respectively.

Gross profit of $3,524 million for the year ended December 31, 2020 decreased
$160 million, or 4%, compared to the same period in 2019. Gross profit margin of
38.2% decreased 2.6 percentage points compared to the same period in 2019. The
decrease was primarily the result of COVID-19 pandemic-related headwinds,
including product, customer mix and inventory write-downs in 2020.

SG&A of $2,342 million for the year ended December 31, 2020 decreased $64
million, or 3%, compared to the same period in 2019. The decrease was primarily
driven by reduced travel and depreciation expense, partially offset by
incremental operating costs to support the response to the COVID-19 pandemic and
related activities.

                                       29
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Operating earnings of $1,182 million for the year ended December 31, 2020 decreased $96 million, or 8%, compared to the same period of 2019. The decrease was primarily driven by lower gross profit dollars.

Endless Assortment

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



                      For the Years Ended December 31,


                                                  Percent Increase                             Percent Increase
                                  2021             from Prior Year           2020 (1)           from Prior Year           2019 (1)
Net sales                    $     2,576                    18.3  %       $     2,178                    18.7  %       $     1,836
Gross profit                 $       729                    21.3  %       $       601                    18.2  %       $       509
SG&A                         $       497                    14.4  %       $       435                    12.2  %       $       387
Operating earnings           $       232                    39.3  %       $       166                    37.2  %       $       122

(1) Effective January 1, 2021, segment results for the years ended December 31, 2020 and 2019 were recast to reflect the Company's re-segmentation.





2021 Compared to 2020
Net sales of $2,576 million for the year ended December 31, 2021 increased $398
million, or 18.3%, compared to the same period in 2020. On a daily basis, net
sales increased 19.2%, primarily driven by strong customer acquisition and
continued growth with enterprise customers at MonotaRO. This consisted of
increased volume of 20.5%, partially offset by decreased foreign exchange of
1.3%.

Gross profit of $729 million for the year ended December 31, 2021 increased $128
million, or 21%, compared to the same period in 2020. Gross profit margin of
28.3% increased 0.7 percentage point compared to the same period in 2020. The
increase in gross profit margin was primarily driven by pricing actions at Zoro
and freight efficiencies at Zoro and MonotaRO, partially offset by unfavorable
product mix at MonotaRO.

SG&A of $497 million for the year ended December 31, 2021 increased $62 million,
or 14%, compared to the same period in 2020. The increase was primarily driven
by higher marketing and payroll expenses due to an increase in team members to
support the continued growth of the segment. SG&A leverage improved 0.7
percentage point compared to the same period in 2020 due to sales revenue
outpacing SG&A.

Operating earnings of $232 million for the year ended December 31, 2021 increased $66 million, or 39%, compared to the same period in 2020. The increase was primarily driven by higher sales volume, partially offset by higher SG&A.

2020 Compared to 2019



Net sales of $2,178 million for the year ended December 31, 2020 increased $342
million, or 18.7%, compared to the same period in 2019. On a daily basis, net
sales increased 18.2%, primarily driven by higher sales volume due to COVID-19
pandemic-related sales and strong customer acquisitions during the year ended
December 31, 2020. This consisted of increased volume of 16.6% and foreign
exchange of 1.6%.

Gross profit of $601 million for the year ended December 31, 2020 increased $92
million, or 18%, compared to the same period in 2019. Gross profit margin of
27.6% decreased 0.1 percentage point compared to the same period in 2019. The
decrease was primarily driven by unfavorable supply chain costs.

SG&A of $435 million for the year ended December 31, 2020 increased $48 million,
or 12%, compared to the same period in 2019. The increase was primarily driven
by higher payroll and benefits expenses and the liquidation of the ZTE business
in the fourth quarter of 2020. SG&A leverage improved 1.1 percentage points
compared to the same period in 2019 due to sales revenue outpacing SG&A.

Operating earnings of $166 million for the year ended December 31, 2020, increased $44 million, or 37%, compared to the same period in 2019. The increase was primarily driven by higher sales volume, partially offset by higher SG&A.


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Other

2021 Compared to 2020



Net sales of $260 million for the year ended December 31, 2021 decreased $138
million, or 34.7%, compared to the same period in 2020. On a daily basis, net
sales decreased 34.2%, primarily driven by the net impact of the Fabory and
China business divestitures, partially offset by volume increases and favorable
changes in the exchange rate between the U.S. dollar and the British pound
sterling for the Cromwell business. This consisted of a decrease in business
divestitures of 39.9%, partially offset by favorable foreign exchange and volume
of 4.4% and 1.3%, respectively.

Gross profit of $85 million for the year ended December 31, 2021 decreased $28
million, or 25%, compared to the same period in 2020. Gross profit margin of
32.7% increased 4.2 percentage points compared to the same period in 2020. The
increase in gross profit margin was primarily due to the impact of the business
divestitures in the prior year and improved customer mix for the Cromwell
business.

SG&A of $104 million for the year ended December 31, 2021 decreased $338
million, or 77%, compared to the same period in 2020. The decrease was primarily
due to impairment charges and losses related to the divested Fabory business in
the first half of 2020.

Operating losses of $19 million for the year ended December 31, 2021 decreased $310 million, or 94%, compared to the same period in 2020. The decrease was primarily driven by the divested Fabory business in the first half of 2020, partially offset by lower gross profit dollars.

2020 Compared to 2019



Net sales of $398 million for the year ended December 31, 2020 decreased $216
million, or 35.3%, compared to the same period in 2019. On a daily basis, net
sales decreased 35.5%, primarily driven by the net impact of the Fabory and
China business divestitures and lower volume due to COVID-19 pandemic-related
slowdown. This consisted of a decrease in business divestitures of 18.3%, volume
of 16.7% and foreign exchange of 0.5%.

Gross profit of $113 million for the year ended December 30, 2020 decreased $91
million, or 45%, compared to the same period in 2019. Gross profit margin of
28.4% decreased 4.8 percentage points compared to the same period in 2019. The
decrease was primarily driven by the Fabory divestiture and lower margins for
the Cromwell business.

SG&A of $442 million for the year ended December 30, 2020 increased $101
million, or 29%, compared to the same period in 2019 to support the continued
growth of the segment. The increase was primarily driven by impairment charges
and losses related to the divested Fabory business in 2020, partially offset by
an intangible asset impairment charge for the Cromwell business in the year
ended December 31, 2019.

Operating losses of $329 million for the year ended December 31, 2020 increased
$191 million, or 140%, compared to the same period in 2019. The increase was
primarily due to the Fabory business divestiture.


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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.

For a full discussion related to the financial condition for the fiscal year
ended December 31, 2019, including a year-to-year comparison between 2020 and
2019, see Part II, Item 7: Management's Discussion and Analysis of Financial
Condition and Results of Operations in Grainger's Annual Report on Form 10-K for
the fiscal year ended December 31, 2020.

Cash, Cash Equivalents and Liquidity



At December 31, 2021 and 2020, Grainger had cash and cash equivalents of $241
million and $585 million, respectively. The decrease in cash was primarily due
to increased investment in capital expenditures and higher inventory purchases
to meet customer demand. As of December 31, 2021, the Company had approximately
$1.5 billion in available liquidity.


Cash Flows



Net cash provided by operating activities was $937 million and $1,123 million
for the years ended December 31, 2021 and 2020, respectively. The decrease in
cash provided by operating activities was driven by working capital, primarily
related to an increase in accounts receivable due to strong sales growth and
inventory purchases to meet customer demand.

Net cash used in investing activities was $226 million and $179 million for the
years ended December 31, 2021 and 2020, respectively. This increase in net cash
used in investing activities was primarily driven by investments in the
Company's supply chain infrastructure.

Net cash used in financing activities was $1,039 million and $726 million for
the years ended December 31, 2021 and 2020, respectively. The increase in net
cash used in financing activities was primarily driven by higher 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 growth
initiatives including capital expenditures. Working capital was $2,455 million
at December 31, 2021, compared to $2,220 million at December 31, 2020. The
increase was primarily driven by an increase in accounts receivable due to
strong sales growth, partially offset by an increase in accounts payable due to
higher inventory purchases to meet customer demand. At these dates, the ratio of
current assets to current liabilities was 2.7 and 2.6, respectively.

Capital Expenditures



For the year ending December 31, 2021 and 2020, capital expenditures were $255
million and $197 million, respectively. The increase was due to the Company's
investment in the North American and Japanese distribution networks. In
addition, the Company invested in the development of inventory management and
technology enhancements.

Project spending for 2022 is expected to be in the range of $275 million and $325 million, which includes DC investments in the U.S. and Japan and IT enhancements. Grainger expects to fund 2022 capital spending primarily from operating cash flows.

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.

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Total debt, which is defined as total interest-bearing debt and lease liabilities as a percent of total capitalization, was 55.4% and 55.6%, as of December 31, 2021 and 2020, respectively.



Grainger receives ratings from two independent credit ratings 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 December 31, 2021:

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


Commitments and Other Contractual Obligations



At December 31, 2021, the Company's material cash requirements for commitments
and other contractual obligations, included outstanding debt obligations (Senior
Notes) with varying maturities for an aggregate principal amount of $2,384
million, with no amount payable within 12 months. Future interest payments
associated with the Senior Notes total $1,921 million, with $87 million payable
within 12 months.

Additionally, as of December 31, 2021, the Company had purchase obligations of
$1,505 million, which includes $1,361 million payable within 12 months.
Grainger's purchase obligations primarily include commitments to purchase
inventory and other goods and services and uncompleted additions to property,
buildings and equipment. Purchase obligations are made in the normal course of
business to meet operating needs. While purchase orders for both inventory
purchases and non-inventory purchases are generally cancellable without penalty,
certain vendor agreements provide for cancellation fees or penalties depending
on the terms of the contract.


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Critical Accounting Estimates



The preparation of Grainger's 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 and Supplementary Data of this Form 10-K
describes the significant accounting policies and methods used in the
preparation of the Company's Consolidated Financial Statements.

Inventories



Company inventories primarily consist of merchandise purchased for resale and
are valued at the lower of cost or net realizable value. The majority of the
Company's inventory is accounted for using the last-in, first-out (LIFO) method.
Net realizable value is based on an analysis of inventory trends including, but
not limited to, reviews of inventory levels, sales and cost information and
on-hand quantities relative to the sales history for the product and shelf-life.
The Company's methodology for estimating whether adjustments are necessary is
continually evaluated for factors including significant changes in product
demand, liquidation or disposition history values and market conditions such as
inflation and other acquisition costs, including freight and duties. If business
or economic conditions change, estimates and assumptions may be adjusted as
deemed appropriate.


Goodwill and Other Intangible Assets



The Company evaluates goodwill and indefinite-lived intangible assets for
impairment annually during the fourth quarter and more frequently if impairment
indicators exist. The fair value of reporting units is calculated primarily
using the discounted cash flow method and utilizing value indicators from a
market approach to evaluate the reasonableness of the resulting fair values. The
Company's indefinite-lived intangible assets are primarily trade names. The fair
value of trade names is calculated primarily using the relief-from-royalty
method, which estimates the expected royalty savings attributable to the
ownership of the trade name asset.

The estimates used to calculate the fair values of reporting units and
indefinite-lived intangible assets involve the use of significant assumptions,
estimates and judgments and changes from year to year based on operating
results, market conditions, macroeconomic developments and other factors.
Changes in these estimates and assumptions could materially affect the
determination of fair value and impairment for each reporting unit and
indefinite-lived intangible asset. For further information on the Company's
goodwill and other intangible assets, see Note 5 of the Notes to Consolidated
Financial Statements in Part II, Item 8: Financial Statements and Supplementary
Data of this Form 10-K.

Contingencies and Legal Matters



The Company is subject to various claims and legal proceedings that arise in the
ordinary course of business, the outcomes of which are inherently uncertain. The
Company accrues for costs relating to litigation claims and other contingent
matters when it is probable that a liability has been incurred and the amount of
the assessment can be reasonably estimated. A detailed summary of the Company's
contingencies and legal matters is included in Note 15 of the Notes to
Consolidated Financial Statements in Part II, Item 8: Financial Statements and
Supplementary Data of this Form 10-K.


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Forward-Looking Statements



From time to time in this Annual Report on Form 10-K 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
(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
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, 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; 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 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; 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 and elsewhere
in this Form 10-K.

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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Item 7A: Quantitative and Qualitative Disclosures About Market Risk

Grainger's primary market risk exposures is as follows:

Foreign Currency Exchange Rates



Grainger's financial results, including the value of assets and liabilities, are
exposed to foreign currency exchange rate risk when the financial statements of
the business units outside the U.S., as stated in their local currencies, are
translated into U.S. dollars. For the fiscal year ended December 31, 2021,
approximately 21% of the Company's net sales were denominated in a currency
other than the Company's functional U.S. dollar currency. Consequently, the
Company is exposed to the impact of exchange rate volatility primarily between
the U.S. dollar and the Japanese yen, Canadian dollar and the British pound
sterling. In February 2020, Grainger entered into certain derivative instrument
agreements to manage this risk. A hypothetical 10% change in the relative value
of the U.S. dollar would not materially impact the Company's net earnings for
2021.

For derivative instrument information, see Note 12 of the Notes to Consolidated
Financial Statements in Part II, Item 8: Financial Statements and Supplementary
Data of this Form 10-K.

Interest Rate Risks

Grainger is exposed to interest rate risk on its long-term debt. In February
2020, Grainger entered into certain derivative instrument agreements to hedge a
portion of its fixed-rate long-term debt to manage this risk. The annualized
effect of a 0.1 percentage point increase in interest rates on Grainger's
variable-rate debt obligations did not have a material impact on the Company's
net earnings for 2021.

For long-term debt and derivative instrument information, see Note 6 and Note 12
of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial
Statements and Supplementary Data of this Form 10-K.


Commodity Price Risk



Grainger's transportation costs are exposed to fluctuations in the price of fuel
and some sourced products contain commodity-priced materials. The Company
regularly monitors commodity trends and, as a broad line supplier, mitigates any
material exposure to commodity price risk by having alternative sourcing plans
in place that mitigate the risk of supplier concentration, passing
commodity-related inflation to customers or suppliers and continuing to scale
its distribution networks, including its transportation infrastructure.

























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