2016 Annual Report
For more information:
The Grainger Fact Book contains information about the company’s strategy, operations and business
units. The Fact Book can be found on the Grainger Investor Relations website at grainger.com/investor.
Grainger’s Corporate Social Responsibility commitments include operating responsibly, valuing its people,
sustaining the environment and serving its communities. To learn more about Grainger’s CSR efforts,
please visit graingercsr.com.
To Our Shareholders:
In 2016, the industrial economy continued to be hampered by a challenging demand environment complicated
by a lack of inflation, which put pressure on revenue and gross margins. Yet amidst these challenges, Grainger
made progress by executing our strategy and staying ahead of customer needs. We strengthened the value
we deliver to our customers and effectively managed expenses while identifying opportunities to improve our
long-term competitiveness.
Our 2016 financial highlights were:
• Company sales of $10.1 billion, up 2 percent from 2015.
• Reported earnings per share of $9.87, down 15 percent from 2015. On an adjusted basis, earnings per share
were $11.58, down 3 percent versus 2015.
• Cash generated from operations of $1.0 billion with free cash flow of $774 million, up 23 percent from 2015.
• Cash returned to shareholders of $1.1 billion in the form of approximately 3.6 million of shares repurchased
for $790 million and $303 million in dividends paid.
While the broad line industrial maintenance, repair and operating (MRO) distribution market remains extremely
attractive, it continues to evolve with customer behavior shifting to digital channels. The ease of finding products
and prices online enables greater comparison shopping, requiring industrial distributors to balance higher
customer expectations – all of which increase pressure on pricing and margins.
Grainger is addressing these opportunities and challenges from a position of strength. Our eCommerce
capabilities, advantaged supply chain network, robust IT systems and comprehensive customer service
provide a solid starting point for extending our leadership in the market.
Grainger’s value proposition resonates in economies with high gross domestic product per capita and a
developed infrastructure. As a result, we have refocused our efforts in North America, Japan and Western
Europe. While the MRO markets in these geographies have contracted in the past several years, industry
fragmentation provides Grainger with long-term growth potential. Our size, scale and service capabilities
position us well to gain share going forward.
As a company and in each of our core markets, we have five priorities:
1. Create unique value for customers,
2. Ensure an effortless customer experience,
3. Reduce our cost base,
4. Create a great team member experience and
5. Be responsible stewards of the business.
Based on these priorities, we made significant changes in 2016 to our U.S. business, which represents
74 percent of total revenue. To better serve customers of all sizes, we further aligned our large-customer
sales team to industry-specific verticals, created an inside sales force focused on medium-sized customers,
opened our new Northeast Distribution Center and invested in digital capabilities. Grainger now has
eCommerce solutions for customers of all sizes and types. Today, more than 65 percent of orders originate
digitally and this number will continue to grow. Ensuring a competitively advantaged digital capability and
i
leveraging our existing online solutions will be critical for future success. Also in 2016, we were diligent in
reducing our cost structure in the United States, including optimizing our branch network and announcing
a consolidated contact center network.
Given the changing nature of competition in the MRO space, we are introducing a more competitive pricing
structure in the United States starting in early 2017. The new structure will better enable customer acquisition
with the Grainger brand and increase penetration with existing customers.
The past year presented significant challenges for our Canadian business, Acklands–Grainger. The
combination of weaker oil and gas prices and the implementation of a new enterprise resource planning
(ERP) system put pressure on Acklands–Grainger’s performance. The ERP system is now stable, the team
has adapted to the new systems and processes and we are focused on improving our service and cost
structure to return to profitability.
In 2016 we continued to focus our international activities on the highest-return geographies by investing
where we know the greatest growth and profit potential exists, including Western Europe, through the launch
of Cromwell Direct; Japan, through MonotaRO; and Mexico, where we continue to see strong growth after the
ERP implementation there. In non-core markets, we have narrowed our scope looking to sustain profitability.
In 2017, Grainger will focus on the following initiatives:
• Execute the pricing changes in the United States to attract and acquire new customers to Grainger and
capture a higher share of wallet with existing customers.
• Accelerate share gain with large customers in the United States, leveraging changes made to the sales
organization in 2016.
• Regain share with medium-sized customers in the United States through our inside sales team and
innovative digital solutions.
• Accelerate the rapid growth in revenue and earnings through our single channel online businesses
MonotaRO, Zoro and Cromwell Direct.
• Reverse the decline in our Canadian business by improving service, adjusting the cost structure and
continuing to diversify our customer base.
• Reduce our cost base everywhere throughout the company.
• Improve our team member experience through focused development and improved processes.
As a result, we expect to generate attractive returns for our shareholders.
We remain committed to fulfilling our purpose of helping professionals keep their operations running and their
people safe. We take great pride in serving the hardworking people that power economies in our core markets.
To succeed, we develop strong relationships with our customers. Whether those relationships are built on the
phone, online, in a customer’s business or at a branch, our team members are at the heart of Grainger. As we
start our 90th year, people will continue to be what makes the difference. We know our legacy is shaped both
by what we do and how we do it.
ii
As we move ahead, we would like to thank Gary Rogers for his service to Grainger. Gary has been a Grainger
director for over 12 years and is retiring from the Board. We appreciate the strategic insight, innovative thinking
and judgment Gary has brought to Grainger.
While Grainger is well-positioned to meet the current and future needs of our customers, we know that
we must earn our customers’ respect. What we do now and going forward will make the difference in our
success with our customers. If we execute well and focus on our priorities, we will gain share by acquiring
new customers and growing with existing customers. We are committed to growing in any economic cycle
and continuing to make responsible decisions for our customers, team members and shareholders and the
communities we serve. That’s our legacy and our future.
James T. Ryan
Chairman of the Board
February 28, 2017
D.G. Macpherson
Chief Executive Officer
2016 CEO Transition
October 1, 2016, marked an important transition in company leadership as D.G. Macpherson was named
Chief Executive Officer (CEO) and was also appointed to the Board of Directors, with Jim Ryan continuing
to serve as Chairman of the Board.
Only the fourth CEO in the company’s 90-year history, Ryan’s transition brings to a close his remarkable
career of nearly eight years as CEO and nearly 36 years of continuous service. Under Ryan’s leadership,
Grainger transitioned from a largely bricks-and-mortar industrial supplier to a leading-edge digital company
with multiple channels to meet the changing needs of businesses and institutions.
Prior steps in this succession plan included promoting Macpherson to COO in August 2015. In that role,
Macpherson was responsible for Grainger’s day-to-day operations and reported to Ryan. Macpherson
had served the company since 2008 in various roles as Senior Vice President and Group President.
Macpherson’s transition to CEO has been a seamless one, as he leads with values that are the hallmark
of Grainger: relentlessly focusing on customers, consciously operating with high ethics, persistently
developing talent at all levels and continually evolving the business.
iii
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission file number 1-5684
W.W. Grainger, Inc.
(Exact name of registrant as specified in its charter)
Illinois
(State or other jurisdiction of incorporation or
organization)
100 Grainger Parkway, Lake Forest, Illinois
(Address of principal executive offices)
36-1150280
(I.R.S. Employer Identification No.)
60045-5201
(Zip Code)
(847) 535-1000
(Registrant’s telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock $0.50 par value
Name of each exchange on which registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes [X] No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
1
Large accelerated filer [X] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ]
No [X]
The aggregate market value of the voting common equity held by nonaffiliates of the registrant was $12,999,003,606
as of the close of trading as reported on the New York Stock Exchange on June 30, 2016. The Company does not
have nonvoting common equity.
The registrant had 58,837,353 shares of the Company’s Common Stock outstanding as of January 31, 2017.
Portions of the proxy statement relating to the annual meeting of shareholders of the registrant to be held on April 26,
2017, are incorporated by reference into Part III hereof.
DOCUMENTS INCORPORATED BY REFERENCE
2
TABLE OF CONTENTS
Page(s)
Item 1:
Item 1A:
Item 1B:
Item 2:
Item 3:
Item 4:
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
PART I
PART II
Item 5:
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Item 6:
Item 7:
SELECTED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Item 7A:
Item 8:
Item 9:
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Item 9A:
Item 9B:
CONTROLS AND PROCEDURES
INFORMATION REQUIRED TO BE DISCLOSED IN A FORM 8-K
PART III
Item 10:
Item 11:
Item 12:
Item 13:
Item 14:
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
DIRECTORS AND EXECUTIVE OFFICERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
Item 15:
Signatures
4
8
11
12
12
12
13
15
17
34
35
35
35
35
36
37
37
37
37
37
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3
Item 1: Business
The Company
PART I
W.W. Grainger, Inc., incorporated in the State of Illinois in 1928, is a broad line distributor of maintenance, repair and
operating (MRO) supplies and other related products and services used by businesses and institutions primarily in the
United States (U.S.) and Canada, with a presence also in Europe, Asia and Latin America. In this report, the words
“Grainger” or “Company” mean W.W. Grainger, Inc. and its subsidiaries.
Grainger uses a combination of multichannel and single channel online business models to provide customers with a
range of options for finding and purchasing MRO products, utilizing sales representatives, contact centers, direct
marketing materials, catalogs and eCommerce technology. Grainger serves approximately 3 million customers
worldwide through a network of highly integrated distribution centers, websites and branches.
Products are regularly added to and deleted from Grainger's product lines on the basis of customer demand, market
research, recommendations of suppliers, sales volumes and other factors.
Grainger's centralized business support functions provide coordination and guidance in the areas of accounting and
finance, strategy and business development, communications and investor relations, compensation and benefits,
information systems, health and safety, global supply chain functions, human resources, risk management, internal
audit, legal, real estate, security, tax and treasury. These services are provided in varying degrees to all business units.
Grainger’s two reportable segments are the U.S. and Canada, and they are described further below. Other businesses
include Zoro Tools, Inc. (Zoro), the single channel online business in the U.S., MonotaRO Co. (MonotaRO) in Japan
and operations in Europe, Asia and Latin America. These businesses generate revenue through the distribution of
MRO supplies and products and provide related services. For segment and geographical information and consolidated
net sales and operating earnings, see “Item 7: Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and Note 16 to the Consolidated Financial Statements.
United States
The U.S. business offers a broad selection of MRO supplies and other related products and services through sales
representatives, catalogs, eCommerce and local branches. A combination of product breadth, local availability, speed
of delivery, detailed product information and competitively priced products and services is provided by this business.
Products offered include material handling equipment, safety and security supplies, lighting and electrical products,
power and hand tools, pumps and plumbing supplies, cleaning and maintenance supplies, building and home inspection
supplies, vehicle and fleet components and many other items primarily focused on the facilities maintenance market.
Services offered primarily relate to inventory management solutions. In 2016, service fee revenue represented less
than 1% of sales.
The majority of products sold by the U.S. business are nationally branded products. In addition, 22% of 2016 sales
were private label items bearing Grainger’s registered trademarks, such as DAYTON® motors, power transmission,
HVAC and material handling equipment, SPEEDAIRE® air compressors, AIR HANDLER® air filtration equipment,
TOUGH GUY® cleaning products, WESTWARD® tools, CONDOR® safety products and LUMAPRO® lighting
products. Grainger has taken steps to protect these trademarks against infringement and believes that they will remain
available for future use in its business. The U.S. business purchases products for sale from more than 2,600 suppliers,
most of which are manufacturers. Through a global sourcing operation, the business procures competitively priced,
high-quality products produced outside the U.S. from approximately 400 suppliers. Grainger sells these items primarily
under the private label brands listed above. No single supplier comprised more than 5% of total purchases and no
significant difficulty has been encountered with respect to sources of supply.
4
The U.S. business operates and fulfills orders in all 50 states through a network of distribution centers (DCs), branches
and contact centers. Customers range from small and medium-sized businesses to large corporations, government
entities and other institutions. They are primarily represented by purchasing managers or workers in facilities
maintenance departments and service shops across a wide range of industries such as manufacturing, hospitality,
transportation, government, retail, healthcare and education. Sales in 2016 were made to approximately 1.1 million
customers averaging 111,000 daily transactions. Approximately 79% of sales are concentrated with large customers
and no single customer accounted for more than 3% of total sales.
Macro trends are changing the way Grainger's customers behave. Customers want highly tailored solutions with real-
time access to information and just-in-time delivery of products and services. Demands for transparency are also
increasing as access to information expands. These changes in behaviors are reflected in how customers do business
with Grainger as demonstrated in the following chart:
Customers continue to migrate to online and electronic purchasing platforms such as EDI and eProcurement. Through
Grainger.com and other branded websites, which serve as prominent channels in the U.S. business, customers have
access to approximately 1.9 million products. Grainger.com provides real-time price and product availability and detailed
product information and offers advanced features such as product search and compare capabilities. For customers
with sophisticated electronic purchasing platforms, the U.S. business utilizes technology that allows these systems to
communicate directly with Grainger.com. eCommerce revenues in the U.S. were $3.7 billion in 2016, an increase of
12% versus 2015, and represented 46% of total revenues.
Inventory management services is another area where the U.S. business helps customers be more productive.
KeepStock® inventory solutions is a comprehensive program that includes vendor-managed inventory, customer-
managed inventory and on-site vending machines. Grainger's KeepStock program currently provides services to almost
23,000 customers and completed approximately 11,000 installations in 2016. As of December 31, 2016, there were
approximately 59,500 total installations. If the Company included KeepStock®, the electronic inventory management
offering, total eCommerce and KeepStock® revenue for the U.S. business would represent 57% of total sales.
Due to the customer migration to online and electronic purchasing, Grainger initiated a restructuring that resulted in
the closing of 49 branches in 2015 and 55 branches in 2016. As of December 31, 2016, the U.S. business had 284
branches (254 stand alone, 28 on-site and 2 will-call express locations), 18 DCs, 3 national contact centers and 39
regional contact centers, which are located within branches.
5
DCs range in size from 45,000 square feet to 1.3 million square feet, the largest of which can stock up to 500,000
products. Automated equipment and processes allow larger DCs to handle the majority of the customer shipping for
next-day product availability and replenish the branches that provide same-day availability. The DC network increasingly
fulfills a larger portion of customer orders, especially as customers migrate to online and electronic purchasing. Grainger
completed the construction of a new 1.3 million square-foot DC in New Jersey and began operations in 2016.
Branches serve the immediate needs of customers in their local markets by allowing them to pick up items directly. In
addition, branches support local KeepStock® operations. The branch network has approximately 1,800 employees
who primarily fulfill counter and will-call product purchases and provide customer service. Grainger's contact center
network consists of approximately 2,000 employees who handle about 74,000 orders per day via phone, e-mail and
fax. The contact centers will be consolidating to 3 national contact centers with expanded work-from-home
arrangements over the next 18 months, which will enable improved customer service, better team member engagement
and efficiencies.
The U.S. business has a sales force of approximately 3,600 professionals who help businesses and institutions select
the right products to find immediate solutions to maintenance problems and reduce operating expenses by utilizing
Grainger as a consistent source of supply across multiple locations. In 2016, Grainger continued to focus its outside
sales force on facilitating growth with large customers who typically have more complex purchasing requirements than
small and medium-sized customers. To meet the needs of the medium-sized customers, Grainger added approximately
260 inside sellers during 2016 with a plan to add 115 in the second half of 2017.
The Grainger catalog, most recently issued in February 2017, offers approximately 383,000 MRO products and is used
by customers to assist in product selection. The 2017 catalog includes almost 21,000 new items and approximately
1.1 million copies of the catalog were produced.
Grainger estimates the U.S. market for MRO products to be approximately $125 billion in 2016, of which Grainger’s
share is approximately 6%.
Canada
Acklands – Grainger Inc. (Acklands – Grainger) is Canada’s leading broad line distributor of industrial and safety
supplies. This business provides a combination of product breadth, local availability, speed of delivery, detailed product
information and competitively priced products and services.
The Canadian business serves customers through branches, sales and service representatives and DCs across
Canada. The business initiated a restructuring in 2015 in response to the decline in oil prices and the resultant weak
economy and low MRO market growth. The restructuring resulted in the closure of 16 branches in 2015 and an additional
14 branches in 2016. As of December 31, 2016, Acklands – Grainger had 151 branches and 5 DCs. Approximately
12,000 sales transactions are completed daily. Customers have access to more than 152,000 stocked products through
a comprehensive catalog. The most recent catalog, printed in both English and French, was issued in February 2017.
In addition, customers can purchase products through Acklandsgrainger.com, a fully bilingual website. Grainger
estimates the 2016 Canadian market for MRO products to be approximately $11 billion, of which Acklands – Grainger’s
share is approximately 7%.
Other Businesses
Included in Other Businesses is Zoro in the U.S., MonotaRO in Japan and other operations in Europe, Asia and Latin
America. The more significant businesses in this group, those with revenues of more than $100 million in 2016, are
described below.
Zoro
Zoro is an online distributor of MRO products serving U.S. businesses and consumers through its website, Zoro.com.
Zoro serves Canadian customers through ZoroCanada.com via export from the U.S. Zoro offers a broad selection of
more than one million products at single, competitive prices. Zoro has no branches or sales force, and customer orders
are fulfilled through the U.S. business supply chain.
MonotaRO
Grainger operates in Japan and other Asian countries primarily through its 51% interest in MonotaRO Co (MonotaRO).
MonotaRO provides small and mid-sized Japanese businesses with products that help them operate and maintain
their facilities. MonotaRO is a catalog and web-based direct marketer with approximately 91% of orders being conducted
through Monotaro.com, through which customers have access to approximately 10 million products. MonotaRO
predominantly fulfills all orders from three DCs, the largest of which is a 425,000 square-foot DC in the Osaka area.
MonotaRO is currently building a 590,000 square-foot DC in the Tokyo area, which it plans to put into operation in April
6
2017. Grainger estimates the 2016 Japanese market for MRO products to be approximately $41 billion, of which
MonotaRO’s share is approximately 2%.
Cromwell
Cromwell is a broad line industrial distributor of MRO products in the United Kingdom (U.K.) serving approximately
70,000 industrial and manufacturing customers. Headquartered in Leicester, England, Cromwell has 52 U.K. branches
and 10 international branches. Customers have access to almost 80,000 MRO products through a catalog and through
cromwell.co.uk. Grainger estimates the U.K. market for MRO products to be approximately $16 billion, of which
Cromwell's share is approximately 2%.
Fabory
The Fabory Group (Fabory) is a European specialty distributor of fasteners, tools and industrial supplies. Fabory is
headquartered in Tilburg, the Netherlands. As of December 31, 2016, Fabory has 70 branches in 13 countries.
Customers have access to more than 100,000 products through a catalog and Fabory.com. Grainger estimates the
2016 European market (in which Fabory has its primary operations) for MRO products, including fasteners, to be
approximately $34 billion, of which Fabory’s share is approximately 1%.
Grainger Mexico
Grainger’s operations in Mexico provide local businesses with MRO supplies and other related products primarily from
Mexico and the U.S. The business in Mexico distributes products through a network of branches and two DCs where
customers have access to approximately 310,000 products through a Spanish-language catalog and through
Grainger.com.mx. Grainger estimates the 2016 Mexican market for MRO products to be approximately $10 billion, of
which Grainger Mexico’s share is approximately 1%.
Seasonality
Grainger’s business in general is not seasonal, however, there are some products that typically sell more often during
the winter or summer season. In any given month, unusual weather patterns, i.e., unusually hot or cold weather, could
impact the sales volumes of these products, either positively or negatively.
Competition
Grainger faces competition in all the markets it serves, from manufacturers (including some of its own suppliers) that
sell directly to certain segments of the market, wholesale distributors, catalog houses, retail enterprises and Internet-
based businesses. Grainger provides local product availability, a broad product line, sales representatives, competitive
pricing, catalogs (which include product descriptions and, in certain cases, extensive technical and application data)
and electronic and eCommerce technology. Other services, such as inventory management, are also offered. Grainger
believes that it can effectively compete with manufacturers on small orders, but manufacturers may have an advantage
in filling large orders. There are several large competitors, although the majority of the market is served by small local
and regional competitors.
Employees
As of December 31, 2016, Grainger had approximately 25,600 employees, of whom approximately 24,400 were full-
time and 1,200 were part-time or temporary. Grainger has never had a major work stoppage and considers employee
relations to be adequate.
Website Access to Company Reports
Grainger makes available, through its website, free of charge, its Annual Report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports, as soon as reasonably
practicable after these materials are electronically filed with or furnished to the Securities and Exchange Commission.
This material may be accessed by visiting www.grainger.com/investor.
7
Item 1A: Risk Factors
The following is a discussion of significant risk factors relevant to Grainger’s business that could adversely affect its
financial condition, results of operations and cash flows. The risk factors discussed in this section should be considered
together with information included elsewhere in this Annual Report on Form 10-K and should not be considered the
only risks to which the Company is exposed.
Weakness in the economy, market trends and other conditions affecting the profitability and financial stability
of Grainger’s customers could negatively impact Grainger’s sales growth and results of operations.
Economic and industry trends affect Grainger’s business environments. Grainger serves several industries in which
the demand for its products and services is sensitive to the production activity, capital spending and demand for
products and services of Grainger’s customers. Many of these customers operate in markets that are subject to cyclical
fluctuations resulting from market uncertainty, costs of goods sold, currency exchange rates, foreign competition,
offshoring of production, oil and natural gas prices, geopolitical developments and a variety of other factors beyond
Grainger’s control. Any of these factors could cause customers to idle or close facilities, delay purchases, reduce
production levels or experience reductions in the demand for their own products or services.
Any of these events could impair the ability of Grainger’s customers to make full and timely payments or reduce the
volume of products and services these customers purchase from Grainger and could cause increased pressure on
Grainger’s selling prices and terms of sale. Accordingly, a significant or prolonged slowdown in activity in the United
States (U.S.), Canada or any other major world economy, or a segment of any such economy, could negatively impact
Grainger’s sales growth and results of operations.
The facilities maintenance industry is highly fragmented, and changes in competition could result in decreased
demand for Grainger’s products and services.
There are several large competitors in the industry, although most of the market is served by small local and regional
competitors. Grainger faces competition in all markets it serves, from manufacturers (including some of its own
suppliers) that sell directly to certain segments of the market, wholesale distributors, catalog houses, retail enterprises
and Internet-based businesses that compete with price transparency. The industry is also consolidating as customers
are increasingly aware of the total costs of fulfillment and of the need to have consistent sources of supply at multiple
locations. This consolidation could cause the industry to become more competitive as greater economies of scale are
achieved by competitors, or as competitors with new lower cost business models are able to operate with lower prices
and gross profit on products. These competitive pressures could adversely affect Grainger’s sales and profitability.
Changes in inflation may adversely affect gross margins.
Inflation impacts the costs at which Grainger can procure product and the ability to increase prices to customers over
time. Prolonged periods of deflation could adversely affect the degree to which Grainger is able to increase sales
through price increases.
Volatility in commodity prices may adversely affect gross margins.
Some of Grainger’s products contain significant amounts of commodity-priced materials, such as steel, copper,
petroleum derivatives or rare earth minerals, and are subject to price changes based upon fluctuations in the
commodities market. Fluctuations in the price of fuel could affect transportation costs. Grainger’s ability to pass on
such increases in costs in a timely manner depends on market conditions. The inability to pass along cost increases
could result in lower gross margins. In addition, higher prices could impact demand for these products, resulting in
lower sales volumes.
Unexpected product shortages could negatively impact customer relationships, resulting in an adverse impact
on results of operations.
Grainger’s competitive strengths include product selection and availability. Products are purchased from more than
5,100 suppliers located in various countries around the world, no one of which accounted for more than 5% of total
purchases. Historically, no significant difficulty has been encountered with respect to sources of supply; however,
disruptions could occur due to factors beyond Grainger’s control, including economic downturns, political unrest, port
slowdowns, trade issues and other factors, any of which could adversely affect a supplier’s ability to manufacture or
8
deliver products. As Grainger continues to source lower cost products from Asia and other areas of the world, the risk
for disruptions has increased due to the additional lead time required and distances involved. If Grainger was to
experience difficulty in obtaining products, there could be a short-term adverse effect on results of operations and a
longer-term adverse effect on customer relationships and Grainger’s reputation. In addition, Grainger has strategic
relationships with a number of vendors. In the event Grainger was unable to maintain those relations, there might be
a loss of competitive pricing advantages which could, in turn, adversely affect results of operations.
Changes in customer or product mix could cause the gross margin percentage to decline.
From time to time, Grainger experiences changes in customer and product mix that affect gross margin. Changes in
customer and product mix result primarily from business acquisitions, changes in customer demand, customer
acquisitions, selling and marketing activities and competition. If rapid growth with lower margin customers continues,
Grainger will face pressure to maintain current gross margins, as these customers receive more discounted pricing
due to their higher sales volume. There can be no assurance that Grainger will be able to maintain historical gross
margins in the future.
Disruptions in Grainger’s supply chain could result in an adverse impact on results of operations.
A disruption within Grainger’s logistics or supply chain network, including damage, destruction, extreme weather and
other events, which could cause one or more of Grainger’s distribution centers to become non-operational, could
adversely affect Grainger’s ability to obtain or deliver inventory in a timely manner, impair Grainger’s ability to meet
customer demand for products and result in lost sales or damage to Grainger’s reputation. Grainger’s ability to provide
same-day shipping and next-day delivery is an integral component of Grainger’s business strategy and any such
disruption could adversely impact results of operations.
Interruptions in the proper functioning of information systems could disrupt operations and cause
unanticipated increases in costs and/or decreases in revenues.
The proper functioning of Grainger’s information systems is critical to the successful operation of its business. Grainger
continues to invest in software, hardware and network infrastructures in order to effectively manage its information
systems. Although Grainger’s information systems are protected with robust backup and security systems, including
physical and software safeguards and remote processing capabilities, information systems are still vulnerable to natural
disasters, power losses, computer viruses, telecommunication failures and other problems. If critical information
systems fail or otherwise become unavailable, among other things, Grainger’s ability to process orders, maintain proper
levels of inventories, collect accounts receivable and disburse funds could be adversely affected. Any such interruption
of Grainger’s information systems could also subject Grainger to additional costs.
Breaches of information systems security could damage Grainger’s reputation, disrupt operations, increase
costs and/or decrease revenues.
Through Grainger’s sales and eCommerce channels, Grainger collects and stores personally identifiable, confidential,
proprietary and other information from customers so that they may, among other things, purchase products or services,
enroll in promotional programs, register on Grainger’s websites or otherwise communicate or interact with the Company.
Moreover, Grainger’s operations routinely involve receiving, storing, processing and transmitting sensitive information
pertaining to its business, customers, suppliers and employees, and other sensitive matters.
While Grainger has instituted safeguards for the protection of such information, during the normal course of business,
Grainger has experienced and expects to continue to experience attempts to breach the Company’s information
systems, and Grainger may be unable to protect sensitive data and/or the integrity of the Company’s information
systems. A cybersecurity incident could be caused by malicious outsiders using sophisticated methods to circumvent
firewalls, encryption and other security defenses. Because techniques used to obtain unauthorized access or to
sabotage systems change frequently and generally are not recognized until they are launched against a target, Grainger
may be unable to anticipate these techniques or implement adequate preventative measures.
Moreover, from time to time, Grainger may share information with vendors and other third parties that assist with certain
aspects of the business. While Grainger requires assurances that these vendors and other parties will protect
confidential information, there is a risk that the confidentiality of data held or accessed by them may be compromised.
If successful, those attempting to penetrate Grainger’s or its vendors’ information systems may misappropriate
9
personally identifiable, credit card, confidential, proprietary or other sensitive customer, supplier, employee or business
information.
In addition, a Grainger employee, contractor or other third party with whom Grainger does business may attempt to
circumvent security measures in order to obtain such information or inadvertently cause a breach involving such
information. Further, Grainger’s systems are integrated with customer systems in certain cases, and a breach of the
Company’s information systems could be used to gain illicit access to customer systems and information.
Loss of customer, supplier, employee or other business information could disrupt operations, damage Grainger’s
reputation and expose Grainger to claims from customers, suppliers, financial institutions, regulators, payment card
associations, employees and others, any of which could have a material adverse effect on Grainger, its financial
condition and results of operations.
Fluctuations in foreign currency have an effect on reported results of operations.
Grainger’s exposure to fluctuations in foreign currency rates results primarily from the translation exposure associated
with the preparation of the Consolidated Financial Statements, as well as from transaction exposure associated with
transactions in currencies other than an entity’s functional currency. While the Consolidated Financial Statements are
reported in U.S. dollars, the financial statements of Grainger’s subsidiaries outside the U.S. are prepared using the
local currency as the functional currency and translated into U.S. dollars. In addition, Grainger is exposed to foreign
currency exchange rate risk with respect to the U.S. dollar relative to the local currencies of Grainger’s international
subsidiaries, primarily the Canadian dollar, euro, pound sterling, Mexican peso, renminbi and yen, arising from
transactions in the normal course of business, such as sales and loans to wholly owned subsidiaries, sales to third-
party customers, purchases from suppliers and bank loans and lines of credit denominated in foreign currencies.
Grainger also has foreign currency exposure to the extent receipts and expenditures are not denominated in the
subsidiary’s functional currency and that could have an impact on sales, costs and cash flows. These fluctuations in
foreign currency exchange rates could affect Grainger’s results of operations and impact reported net sales and net
earnings.
Changes in Grainger’s credit ratings and outlook may reduce access to capital and increase borrowing costs.
Grainger’s credit ratings are based on a number of factors, including Grainger’s financial strength and factors outside
of Grainger’s control, such as conditions affecting Grainger’s industry generally or the introduction of new rating
practices and methodologies. Grainger cannot provide assurances that Grainger’s current credit ratings will remain in
effect or that the ratings will not be lowered, suspended or withdrawn entirely by the rating agencies. If rating agencies
lower, suspend or withdraw the ratings, the market price or marketability of Grainger’s securities may be adversely
affected. In addition, any change in ratings could make it more difficult for the Grainger to raise capital on acceptable
terms, impact the ability to obtain adequate financing and result in higher interest costs for Grainger’s existing credit
facilities or on future financings.
Acquisitions, partnerships, joint ventures and other business combination transactions involve a number of
inherent risks, any of which could result in the benefits anticipated not being realized and could have an
adverse effect on results of operations.
Acquisitions, partnerships, joint ventures and other business combination transactions, both foreign and domestic,
involve various inherent risks, such as uncertainties in assessing value, strengths, weaknesses, liabilities and potential
profitability. There is also risk relating to Grainger’s ability to achieve identified operating and financial synergies
anticipated to result from the transactions. Additionally, problems could arise from the integration of acquired
businesses, including unanticipated changes in the business or industry or general economic conditions that affect
the assumptions underlying the acquisition. Any one or more of these factors could cause Grainger to not realize the
benefits anticipated or have a negative impact on the fair value of the reporting units. Accordingly, goodwill and intangible
assets recorded as a result of acquisitions could become impaired.
In order to compete, Grainger must attract, retain and motivate key employees, and the failure to do so could
have an adverse effect on results of operations.
In order to compete and have continued growth, Grainger must attract, retain and motivate executives and other key
employees, including those in managerial, technical, sales, marketing and support positions. Grainger competes to
hire employees and then must train them and develop their skills and competencies. Grainger’s results of operations
10
could be adversely affected by increased costs due to increased competition for employees, higher employee turnover
or increased employee benefit costs.
Grainger’s continued success is substantially dependent on positive perceptions of Grainger’s reputation.
One of the reasons why customers choose to do business with Grainger and why employees choose Grainger as a
place of employment is the reputation that Grainger has built over many years. To be successful in the future, Grainger
must continue to preserve, grow and leverage the value of Grainger’s brand. Reputational value is based in large part
on perceptions of subjective qualities. Even an isolated incident, or the aggregate effect of individually insignificant
incidents, can erode trust and confidence, particularly if they result in adverse publicity, governmental investigations
or litigation, and as a result, could tarnish Grainger’s brand and lead to adverse effects on Grainger’s business.
Grainger is subject to various domestic and foreign laws, regulations and standards. Failure to comply or
unforeseen developments in related contingencies such as litigation could adversely affect Grainger’s
financial condition, results of operations and cash flows.
Grainger’s business is subject to a wide array of laws, regulations and standards in every domestic and foreign
jurisdiction where it operates, including advertising and marketing regulations, anti-bribery and corruption laws, anti-
competition regulations, data protection (including payment card industry data security standards), data privacy
(including in the U.S. and the European Union, which has traditionally imposed strict obligations under data privacy
laws and regulations that vary from country to country) and cybersecurity requirements (including as to protection of
information and incident responses), environmental protection laws, foreign exchange controls and cash repatriation
restrictions, government business regulations applicable to Grainger as a government contractor selling to federal,
state and local government entities, health and safety laws, import and export requirements, intellectual property laws,
labor laws, product compliance laws, supplier regulations regarding the sources of supplies or products, tax laws
(including as to U.S. taxes on foreign subsidiaries), unclaimed property laws and laws, regulations and standards
applicable to other commercial matters. Moreover, Grainger is also subject to audits and inquiries in the normal course
of business.
Failure to comply with any of these laws, regulations and standards could result in civil, criminal, monetary and non-
monetary penalties as well as potential damage to the Company’s reputation. Changes in these laws, regulations and
standards, or in their interpretation, could increase the cost of doing business, including, among other factors, as a
result of increased investments in technology and the development of new operational processes. Furthermore, while
Grainger has implemented policies and procedures designed to facilitate compliance with these laws, regulations and
standards, there can be no assurance that employees, contractors or agents will not violate such laws, regulations
and standards or Grainger’s policies. Any such failure to comply or violation could individually or in the aggregate
materially adversely affect Grainger’s financial condition, results of operations and cash flows.
Grainger also is, and from time to time may become, party to a number of legal proceedings incidental to Grainger’s
business involving alleged damages or injuries arising out of the use of Grainger’s products and services or violations
of these laws, regulations or standards. The defense of these proceedings may require significant expenses and divert
management’s time and attention, and Grainger may be required to pay damages that could individually or in the
aggregate materially adversely affect its financial condition, results of operations and cash flows. In addition, any
insurance or indemnification rights that Grainger may have with respect to such matters may be insufficient or
unavailable to protect the Company against potential loss exposures.
Tax changes could affect Grainger’s effective tax rate and future profitability.
Grainger’s future results could be adversely affected by changes in the effective tax rate as a result of changes in
Grainger’s overall profitability and changes in the mix of earnings in countries with differing statutory tax rates, changes
in tax legislation, the results of the examination of previously filed tax returns and continuing assessment of the
Company’s tax exposures.
Item 1B: Unresolved Staff Comments
None.
11
Item 2: Properties
As of December 31, 2016, Grainger’s owned and leased facilities totaled approximately 29.3 million square feet. The
U.S. and Canada businesses accounted for the majority of the total square footage. Grainger believes that its properties
are generally in excellent condition, well maintained and suitable for the conduct of business.
A brief description of significant facilities follows:
Location
U.S. (1)
U.S. (2)
U.S. (3)
Canada (4)
Other Businesses (5)
Chicago Area (2)
Facility and Use (6)
284 U.S. branch locations
18 Distribution Centers
Other facilities
159 Acklands – Grainger facilities
Other facilities
Headquarters and General Offices
Total Square Feet
Size in Square
Feet (in 000's)
6,477
8,721
4,846
3,284
4,771
1,226
29,325
(1) Consists of 211 owned and 73 leased properties located throughout the U.S. ranging in size from approximately
(2)
(3)
1,000 to 109,000 square feet.
These facilities are primarily owned and they range in size from approximately 45,000 square feet to 1.3
million square feet.
These facilities include both owned and leased locations, consisting of storage facilities, office space, call
centers and idle properties.
(4) Consists of general offices, distribution centers and branches located throughout Canada, of which 66 are
owned and 93 leased.
(5)
These facilities include owned and leased locations in Europe, Asia, Latin America and other U.S. operations.
(6) Owned facilities are not subject to any mortgages.
Item 3: Legal Proceedings
Environmental Matters
As previously disclosed, on August 5, 2015, Environment Canada initiated a proceeding against the Company’s
Canadian subsidiary, Acklands-Grainger, in the Provincial Court of Alberta seeking monetary sanctions based on
allegations that Acklands-Grainger sold certain products containing an ozone-depleting substance in violation of the
Canadian Environmental Protection Act, 1999 and prohibited by the Ozone-Depleting Substances Regulations, 1998.
On December 12, 2016, as part of a negotiated plea agreement, Acklands-Grainger pleaded guilty in the Provincial
Court of Alberta to two counts of violating the Ozone-Depleting Substances Regulations and agreed to pay a fine of
C$500,000. Acklands-Grainger intends to seek indemnification from the suppliers that sold Acklands-Grainger the
products in question.
Other Matters
For a description of other legal proceedings, see Note 17 to the Consolidated Financial Statements included under
Item 8.
Item 4: Mine Safety Disclosures
Not applicable.
12
PART II
Item 5: Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
Market Information and Dividends
Grainger's common stock is listed on the New York Stock Exchange, with the ticker symbol GWW. Effective January
1, 2015, Grainger voluntarily delisted its common stock from the Chicago Stock Exchange to eliminate duplicative
administrative requirements. The high and low sales prices for the common stock and the dividends declared and paid
per share for each calendar quarter during 2016 and 2015 are shown below.
2016
2015
Quarters
First
Second
Third
Fourth
Year
First
Second
Third
Fourth
Year
Prices
High
Low
Dividends
$
$
$
$
234.77
239.95
235.53
240.74
240.74
256.97
252.87
240.00
233.00
256.97
$
$
$
$
176.85
212.64
212.54
201.94
176.85
228.15
228.05
194.42
189.60
189.60
$
$
$
$
1.17
1.22
1.22
1.22
4.83
1.08
1.17
1.17
1.17
4.59
Grainger expects that its practice of paying quarterly dividends on its common stock will continue, although the payment
of future dividends is at the discretion of Grainger’s Board of Directors and will depend upon Grainger’s earnings,
capital requirements, financial condition and other factors.
Holders
The approximate number of shareholders of record of Grainger’s common stock as of January 31, 2017, was 720 with
approximately 218,500 additional shareholders holding stock through nominees.
Issuer Purchases of Equity Securities - Fourth Quarter
Total Number of
Shares
Purchased (A)
306,313
239,007
270,264
815,584
Average Price
Paid Per Share
(B)
$212.89
$216.57
$236.75
$221.87
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (C)
306,313
239,007
270,264
815,584
Maximum Number of
Shares That May Yet be
Purchased Under the
Plans or Programs
6,367,978 shares
6,128,971 shares
5,858,707 shares
Period
Oct. 1 – Oct. 31
Nov. 1 – Nov. 30
Dec. 1 – Dec. 31
Total
(A) There were no shares withheld to satisfy tax withholding obligations in connection with the vesting of
employee restricted stock awards.
(B) Average price paid per share includes any commissions paid and includes only those amounts related to
purchases as part of publicly announced plans or programs.
(C) Purchases were made pursuant to a share repurchase program approved by Grainger's Board of Directors.
Activity is reported on a trade date basis.
13
Company Performance
The following stock price performance graph compares the cumulative total return on an investment in Grainger
common stock with the cumulative total return of an investment in each of the Dow Jones US Industrial Suppliers Total
Stock Market Index and the S&P 500 Stock Index. It covers the period commencing December 31, 2011, and ending
December 31, 2016. The graph assumes that the value for the investment in Grainger common stock and in each
index was $100 on December 31, 2011, and that all dividends were reinvested.
W.W. Grainger, Inc.
Dow Jones US Industrial Suppliers Total Stock Market Index
S&P 500 Stock Index
December 31,
2011
2012
2013
2014
2015
2016
$ 100 $ 110 $ 141 $ 143 $ 116 $ 136
100
100
113
116
135
154
132
175
107
177
134
198
14
Item 6: Selected Financial Data
2016
2014
(In thousands of dollars, except for per share amounts)
2015
2013
2012
Net sales
Net earnings attributable to W.W.
Grainger, Inc.
Net earnings per basic share
Net earnings per diluted share
Total assets
Long-term debt (less current maturities)
and other long-term liabilities
$ 10,137,204
$ 9,973,384 $ 9,964,953 $ 9,437,758 $ 8,950,045
605,928
768,996
801,729
797,036
689,881
9.94
11.69
11.59
11.31
9.71
9.87
5,694,307
11.58
5,857,755
11.45
5,283,049
11.13
5,266,328
9.52
5,014,598
2,159,602
1,716,507
737,232
743,702
817,229
Cash dividends paid per share
$
4.83
$
4.59 $
4.17 $
3.59 $
3.06
Net earnings for 2016 included a net expense of $105 million, or $1.71 per share, consisting of the following:
•
Restructuring: A net charge of $26 million, or $0.43 after-tax earnings per share expense related to restructuring
actions. These actions primarily included branch closures, net of gains on sale of branch real estate in the United
States (U.S.) and Canadian businesses.
• Goodwill and intangible impairments: A non-cash impairment charge of $52 million, or $0.85 after-tax earning per
•
share, related to goodwill and intangible impairments in Other Businesses.
Unclaimed property contingency: A charge of $23 million, or $0.37 after-tax earnings per share, related to an
adjustment for unclaimed property in the U.S. business primarily related to activity from 2008 through 2012.
• General Services Administration (GSA) contingency: An expense of $6 million, or $0.09 after-tax earnings per
share, to increase the U.S. business reserve for certain tax, freight and miscellaneous billing issues in connection
with the audit of government contracts with the GSA first entered in 1999.
Inventory adjustment: A charge of $7 million, or $0.12 after-tax earnings per share, related to an inventory
adjustment in the Canadian business to reflect on updated reserve methodology and better visibility to inventory
performance provided by the conversion to the U.S. ERP system.
Discrete tax items: A benefit of $9 million, or $0.15 earnings per share, related to the conclusion of the federal
income tax audit for the years 2009 through 2012 in the U.S. business and other discrete tax items.
•
•
Net earnings for 2015 included a $0.33 per share expense related to reorganization in the U.S. business and at the
corporate office, a $0.05 per share expense related to reorganization in the Canadian business and a $0.07 per share
expense for restructuring in Other Businesses. Results also included a $0.09 per share benefit primarily related to
revaluation of deferred tax liabilities resulting from tax law changes in the United Kingdom. When combined, these
items had a net expense effect of $0.36 per share.
Net earnings for 2014 included a $0.40 per share expense related to closing of the business in Brazil, a $0.15 per
share non-cash charge due to the retirement plan transition in Europe and a $0.15 per share expense related to
restructuring the business in Europe. Results also included a $0.11 per share expense related to a non-cash goodwill
impairment charge in Other Businesses. When combined, these items had a net expense effect of $0.81 per share.
Net earnings for 2013 included a $0.29 per share expense related to non-cash impairment charges in Other Businesses,
primarily for goodwill. Results also included a $0.10 per share expense related to restructuring the businesses in
Europe and China. When combined, these items had a net expense effect of $0.39 per share.
15
Net earnings for 2012 included a $0.66 per share expense related to the settlement of disputes involving the GSA and
United States Postal Service (USPS) contracts in the U.S. business. Results also included a $0.18 per share expense
related to restructuring the businesses in Europe, India and China; a $0.04 per share expense due to a non-cash
impairment charge in the U.S. business and a $0.03 per share expense related to U.S. branch closures. When combined,
these items had a net expense effect of $0.91 per share.
Grainger completed several acquisitions for the years presented above, all of which were immaterial individually and
in the aggregate. Operating results have included the results of each business acquired since the respective acquisition
dates.
For further information see “Item 7: Management's Discussion and Analysis of Financial Condition and Results of
Operations.”
16
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
General. Grainger is a broad line distributor of maintenance, repair and operating (MRO) supplies and other related
products and services used by businesses and institutions. Grainger’s operations are primarily in the United States
(U.S.) and Canada, with a presence in Europe, Asia and Latin America. Grainger uses a combination of multichannel
and single channel business models to provide customers with a range of options for finding and purchasing products
utilizing sales representatives, catalogs, direct marketing materials and eCommerce. Grainger serves approximately
3 million customers worldwide through a network of highly integrated branches, distribution centers and websites.
Grainger’s two reportable segments are the U.S. and Canada. The U.S. operating segment reflects the results of
Grainger’s U.S. business. The Canada operating segment reflects the results for Acklands – Grainger Inc., Grainger’s
Canadian business. Other Businesses include single channel online businesses such as MonotaRO in Japan and
Zoro in the U.S., and business units in Europe, Asia and Latin America.
Business Environment. Given Grainger's large number of customers and the diverse industries it serves, several
economic factors and industry trends tend to shape Grainger’s business environment. The overall economy and leading
economic indicators provide general insight into projecting Grainger's growth. Grainger’s sales in the U.S. and Canada
tend to positively correlate with Business Investment, Business Inventory, Exports and Industrial Production. In the
U.S., sales tend to positively correlate with Gross Domestic Product (GDP). In Canada, sales tend to positively correlate
with oil prices. The table below provides these estimated indicators for 2016 and 2017:
Business Investment
Business Inventory
Exports
Industrial Production
GDP
Oil Prices
Source: Global Insight (February 2017)
U.S.
Canada
Estimated
2016
Forecasted
2017
Estimated
2016
Forecasted
2017
(2.8)%
1.0 %
0.4 %
(1.0)%
1.6 %
—
3.4%
0.6%
1.9%
1.4%
2.3%
—
(2.8)%
—
1.0 %
(0.5)%
1.3 %
$43/barrel
0.7%
—
1.9%
1.9%
2.1%
$57/barrel
In the U.S., Business Investment and Exports are two major indicators of MRO spending. Per the Global Insight
February 2017 forecast, Business Investment is forecast to improve in 2017 through equipment related spendings as
the influence from slow growth abroad and in the United States fades. Export growth is expected to improve in 2017
as the global economy stabilizes and attracts more capital to the United States.
Per the Global Insight February 2017 forecast, Canada economic growth in 2016 is forecast to continue to remain low
but improve in 2017. For the year, the Canadian economy, as measured by GDP, is forecast to grow to 2.1% in 2017
compared to the 2016 estimate of 1.3%. The 2017 forecast assumes that oil prices will continue a slow but steady rise
and that business nonresidental investment (a component of Business Investment) will begin to increase. The latest
forecast for the Canadian dollar includes further downward adjustments and weakness over the next two years
compared to the U.S. dollar.
Outlook. Grainger plans to continue to make investments in its supply chain, eCommerce capabilities, information
systems, sales force productivity tools and inventory management services. These investments will support the
Company’s revenue growth objectives of (i) continuing to grow its share of business with large, complex customers;
(ii) creating a unique value proposition to further penetrate the medium customer segment and (iii) further leveraging
its eCommerce capabilities to serve smaller customers. Through the execution of continuous improvement initiatives,
the U.S. business will reduce its cost base while ensuring that it continues to deliver an effortless customer experience.
In Canada, the Company took aggressive actions in 2016 that will position the business for long-term sustainable
growth and profitability. These actions, which included business and personnel reorganization, branch closures, ERP
and eCommerce investments, should position the Canadian business for growth in 2017 and restore the business to
break even by the end of 2017.
On January 25, 2017, Grainger reiterated its 2017 sales and earnings per share guidance issued on November 11,
2016, and continues to expect 2 to 6 percent sales growth and earnings per share of $11.30 to $12.40 for 2017.
17
Matters Affecting Comparability. There were 255 sales days in the full year 2016 and 2015. Grainger completed one
acquisition in 2015 and one in 2014, both of which were immaterial individually and in the aggregate. Grainger’s
operating results have included the results of each business acquired since the respective acquisition dates.
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
2016 (A)
$ 10,137
2015
(A)
$ 9,973
2014 (A)
2016
2015
2016
2015
2014
$
9,965
2 %
— % 100.0% 100.0% 100.0%
6,023
4,115
2,995
1,119
100
386
27
5,742
4,231
2,931
1,300
50
466
16
5,651
4,314
2,967
1,347
13
522
5 %
(3)%
2 %
(14)%
2 %
(2)%
(1)%
(4)%
102 % 290 %
(17)%
(11)%
11
66 %
53 %
59.4
40.6
29.6
11.0
1.0
3.8
0.3
57.6
42.4
29.4
13.0
0.5
4.7
0.2
56.7
43.3
29.8
13.5
0.1
5.2
0.1
606
$
769
$
801
(21)%
(4)%
6.0%
7.7%
8.1%
Net sales
Cost of merchandise
sold
Gross profit
Operating expenses
Operating earnings
Other expense
Income taxes
Noncontrolling interest
Net earnings
attributable to W.W.
Grainger, Inc.
$
(A) May not sum due to rounding
2016 Compared to 2015
Grainger's net sales of $10,137 million for 2016 were an increase of 2% when compared with net sales of $9,973
million for the comparable 2015 period. The 2% increase for the year consisted of the following:
Cromwell acquisition
Volume
Price
Total
Percent Increase/
(Decrease)
3
1
(2)
2%
Sales growth to government, retail and light manufacturing customers were offset by a decline in sales to natural
resource customers, resellers, contractors and heavy manufacturing customers. In 2016, eCommerce sales for
Grainger were $4,757 million, an increase of 15% over the prior year and represented 47% of total sales. The increase
was primarily driven by an increase in sales via EDI and electronic purchasing platforms in the U.S. and Japan
businesses. If the Company included KeepStock®, the electronic inventory management offering, total eCommerce
and KeepStock® sales would represent 56% of total sales. Refer to the Segment Analysis below for further details.
Gross profit of $4,115 million for 2016 decreased 3%. The gross profit margin for 2016 was 40.6%, down 1.8 percentage
points versus 2015, primarily due to price deflation exceeding cost deflation and unfavorable customer mix.
18
Operating expenses of $2,995 million for 2016 increased 2% from $2,931 million for 2015. The increase was primarily
due to the following:
•
•
•
•
$35 million of restructuring charges primarily in the U.S. and Canadian businesses.
$52 million of impairment charges for goodwill and intangible assets in Other Businesses.
$36 million adjustment for unclaimed property in the U.S. business, primarily for the five years 2008 through 2012.
$9 million increase in the U.S. business reserve related to certain tax, freight and miscellaneous billing issues in
connection with the audit of government contracts with the General Services Administration first entered in 1999.
In 2015, operating expenses included $42 million related to restructuring and other charges primarily in the U.S. and
Canadian business. Excluding the charges from both years, operating expenses were down 1%.
Operating earnings of $1,119 million for 2016 decreased 14% from $1,300 million for 2015. The decrease in operating
earnings was driven by lower gross profit margin and higher restructuring costs and other charges. Operating earnings
included the charges noted above. Excluding these charges from both years, operating earnings decreased 6%.
Net earnings attributable to Grainger for 2016 decreased by 21% to $606 million from $769 million in 2015. The
decrease in net earnings primarily resulted from lower operating earnings, partially offset by lower income taxes.
Excluding the charges from both years mentioned above and discrete tax items, net earnings decreased 10%.
Diluted earnings per share of $9.87 in 2016 were 15% lower than $11.58 for 2015, due to lower earnings, partially
offset by lower average shares outstanding as a result of share repurchases. Excluding the charges mentioned above
diluted earnings per share would have been $11.58 compared to $11.94 in 2015, a decrease of 3%.
The table below reconciles reported diluted earnings per share determined in accordance with generally accepted
accounting principles (GAAP) in the U.S. to adjusted diluted earnings per share, a non-GAAP measure. Management
believes adjusted diluted earnings per share is an important indicator of operations because it excludes 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 this financial measure with other companies' non-GAAP financial measures having the
same or similar names.
Twelve Months Ended
December 31,
2016
2015
Diluted earnings per share reported
$
9.87 $
Adjustments, pretax (1)
Tax effect (1)(2)
Discrete tax items
Subtotal
2.41
(0.55)
(0.15)
1.71
Diluted earnings per share adjusted
$
11.58 $
11.58
0.69
(0.24)
(0.09)
0.36
11.94
%
(15)%
(3)%
(1) Adjustments discussed in detail in Item 6.
(2) The tax impact of adjustments is calculated based on the income tax rate in each applicable jurisdiction.
19
Segment Analysis
Grainger’s two reportable segments are the U.S. and Canada. The U.S. operating segment reflects the results of
Grainger’s U.S. business. The Canada operating segment reflects the results for Acklands – Grainger Inc., Grainger’s
Canadian business. Other businesses include single channel online businesses such as MonotaRO in Japan and
Zoro in the U.S., and business units in Europe, Asia and Latin America.
The following comments at the reportable segment and other business unit level include external and intersegment
net sales and operating earnings. See Note 16 to the Consolidated Financial Statements.
United States
Net sales were $7,870 million for 2016, a decrease of $93 million, or 1% when compared with net sales of $7,963
million for 2015. The 1% decrease for the year consisted of the following contributors:
Intercompany sales to Zoro
Volume
Price
Total
Percent Increase/
(Decrease)
1
(1)
(1)
(1)%
Mid-single-digit sales growth to government and retail customers and low single-digit growth to light manufacturing
was offset by mid-teen declines in sales to natural resource and reseller customers and mid-single-digit declines to
heavy manufacturing customers and contractors.
In 2016, eCommerce sales for the U.S. business were $3,660 million, an increase of 12% over the prior year and
represented 46% of total sales. The increase was primarily driven by an increase in sales via EDI and electronic
purchasing platforms. If the Company included KeepStock®, the electronic inventory management offering, total
eCommerce and KeepStock® sales would represent 57% of total sales.
The segment gross profit margin decreased 1.3 percentage points in 2016 compared to 2015, driven by price deflation
exceeding cost deflation and stronger sales growth to lower margin customers.
Operating expenses were down 2% for 2016 versus 2015. The decrease in operating expenses was driven by lower
employees benefit costs, partially offset by higher restructuring costs and other charges discussed above. Excluding
the restructuring and other charges in both periods, operating expenses would have been down 4%.
For the segment, operating earnings of $1,275 million for 2016 decreased 7% versus $1,372 million in 2015. The
decline in operating earnings for 2016 was primarily driven by lower sales and gross profit margin, partially offset by
lower operating expenses. Excluding the restructuring costs and other charges in both periods, operating earnings
decreased 5%.
Canada
Net sales were $734 million for 2016, a decrease of $157 million, or 18%, when compared with $891 million for 2015.
In local currency, sales decreased 15% for 2015. The 18% decrease for the year consisted of the following contributors:
Volume
Foreign exchange
Price
ERP implementation
Wildfire impact
Total
Percent Decrease
(10)
(3)
(2)
(2)
(1)
(18)%
Sales performance in Canada was primarily driven by declines within the oil and gas sector in Alberta, combined with
declines in all other end markets across the country. The Alberta region, which represents about one-third of the sales
in the Canadian business, decreased 23% versus prior year, as it was negatively impacted by oil prices. Sales growth
20
for the remaining regions in aggregate was down 10% in local currency. In addition, the Canadian business implemented
the U.S. ERP system in February 2016, which negatively impacted sales as employees transitioned to operating with
the new system.
In 2016, eCommerce sales for the Canada business were $98 million, a decrease of 8% over the prior year and
represented 13% of total sales. The decrease was primarily driven by lower sales volume. If the Company included
KeepStock®, the electronic inventory management offering, total eCommerce and KeepStock® sales would represent
26% of total sales.
The segment gross profit margin decreased 7.8 percentage points in 2016 versus 2015, due to an inventory adjustment
of $10 million in the second quarter of 2016, along with price deflation versus cost inflation and higher freight costs
from an increase in shipping directly to customers. As a result of service issues due to the ERP system implementation,
the Company did not increase prices to customers during 2016.
Operating expenses decreased 8% in 2016 versus 2015. The decrease was due to the benefit of a $7 million gain
from the sale of the former Toronto DC in the first quarter of 2016 and lower ERP system project costs, partially offset
by higher restructuring costs. Excluding the restructuring costs from both periods, operating expenses decreased 11%.
Operating losses of $65 million for 2016 versus operating earnings of $27 million in 2015, a decrease of $92 million.
Excluding the restructuring costs mentioned above, the operating losses would have been $41 million due to lower
sales and gross profit margin and operating expenses declining at a slower rate than sales when compared to the
prior period.
Other Businesses
Net sales for other businesses, which include MonotaRO in Japan, Zoro in the U.S. and operations in Europe, Asia,
Latin America and Cromwell in the United Kingdom (U.K.) (acquired September 1, 2015) were $1,885 million for 2016,
an increase of $479 million, or 34%, when compared to $1,406 million for 2015. The net sales increase was primarily
due to the Cromwell acquisition and incremental sales at Zoro and MonotaRO. The 34% increase for the year consisted
of the following contributors:
Cromwell acquisition
Volume
Foreign exchange
Total
Percent Increase
18
15
1
34%
Operating earnings for other businesses were $41 million for 2016 compared to $48 million for 2015. Excluding goodwill
and intangible impairment charges of $52 million in the Fabory and Colombia businesses and other restructuring
charges in the prior year, operating earnings for other business increased by $39 million driven by strong performance
from MonotaRO, Zoro and the earnings contribution from Cromwell.
Other Income and Expense
Other expense was $100 million in 2016 compared to $50 million of expense in 2015. The following table summarizes
the components of other income and expense (in thousands of dollars):
Interest income (expense) - net
Loss from equity method investment
Other non-operating income
Other non-operating expense
Total
For the Years Ended December 31,
2016
2015
$
$
$
(65,615)
(31,193)
1,300
(4,931)
(100,439)
$
(32,405)
(11,740)
1,102
(6,572)
(49,615)
The increase in expense was driven by higher interest expense from the $1 billion in long-term debt issued in June
2015 and $400 million in long-term debt issued in May 2016, as well as higher operating losses from the Company's
clean energy investments.
21
Income Taxes
Income taxes of $386 million in 2016 decreased 17% compared with $466 million in 2015. Grainger's effective tax
rates were 37.9% and 37.2% in 2016 and 2015, respectively. The year-over-year increase in the tax rate was primarily
due to a larger proportion of earnings from higher tax rate jurisdictions, partially offset by a higher benefit from the
Company’s clean energy investments. The twelve months ended December 31, 2016, included a benefit from the
conclusion of the federal income tax audit for the years 2009 through 2012 and other discrete items. Excluding the
discrete tax benefits and non-deductible intangible write-downs, the Company’s effective tax rate was 37.1%. The
Company's clean energy investment generated $0.15 per share of earnings for the year ended December 31, 2016.
2015 Compared to 2014
Grainger's net sales of $9,973 million for 2015 were flat when compared with net sales of $9,965 million for 2014.
Contributors to the sales performance for 2015 were as follows:
Volume
Business acquisition
Price
Foreign exchange
Total
Percent Increase/
(Decrease)
2
2
(1)
(3)
—%
Sales growth to light manufacturing and government customers were offset by a decline in sales to natural resource
customers, contractors, resellers and heavy manufacturing customers. In 2015, eCommerce sales for Grainger were
$4,133 million, an increase of 16% over the prior year and represented 41% of total sales. The increase was primarily
driven by an increase in sales via EDI and electronic purchasing platforms in the U.S. If the Company included
KeepStock®, the electronic inventory management offering, total eCommerce and KeepStock® sales would represent
50% of total sales. Refer to the Segment Analysis below for further details.
Gross profit of $4,231 million for 2015 decreased 2%. The gross profit margin for 2015 was 42.4%, down 0.9 percentage
point versus 2014, primarily driven by higher sales to lower margin customers and price deflation exceeding cost
deflation.
Operating expenses of $2,931 million for 2015 decreased 1% from $2,967 million for 2014. The decrease was primarily
driven by lower employee benefits, partially offset by higher severance and contract services costs. Operating expenses
included new sales representatives, supply chain and inventory management solutions, as well as $42 million of
charges primarily related to reorganizing the businesses in the U.S. and Canada. In 2014, operating expenses included
$51 million related to the closing of the business in Brazil, restructuring costs, the transition of the retirement plan in
Europe and an impairment charge for the business in Colombia. Excluding the reorganization and restructuring costs
from both years, operating expenses were down 1%.
Operating earnings of $1,300 million for 2015 decreased 3% from $1,347 million for 2014. Operating earnings declined
due to a lower gross profit margin, partially offset by operating expense leverage. Operating earnings included the
charges noted above. Excluding these charges from both years, operating earnings decreased 5%.
Net earnings attributable to Grainger for 2015 decreased by 4% to $769 million from $802 million in 2014. The decrease
in net earnings primarily resulted from lower operating earnings, partially offset by lower income taxes. Diluted earnings
per share of $11.58 in 2015 were 1% higher than $11.45 for 2014, due to lower average shares outstanding.
The following table reconciles reported diluted earnings per share determined in accordance with generally accepted
accounting principles (GAAP) in the U.S. to adjusted diluted earnings per share, a non-GAAP measure. Management
believes adjusted diluted earnings per share is an important indicator of operations because it excludes 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 this financial measure with other companies' non-GAAP financial measures having the
same or similar names.
22
Twelve Months Ended
December 31,
2015
2014
Diluted earnings per share reported
$
11.58 $
Adjustments, pretax
Tax effect (1)
Discrete tax items
Total, net of tax
0.69
(0.24)
(0.09)
0.36
11.45
0.94
(0.13)
—
0.81
%
1 %
Diluted earnings per share adjusted
$
11.94 $
12.26 (3)%
(1) The tax impact of adjustments is calculated on the income tax rate in each applicable jurisdiction.
Segment Analysis
The following comments at the reportable segment and other business unit level include external and intersegment
net sales and operating earnings. See Note 16 to the Consolidated Financial Statements.
United States
Net sales were $7,963 million for 2015, an increase of $37 million, or flat when compared with net sales of $7,926
million for 2014. Contributors to the sales performance for 2015 were as follows:
Volume
Intercompany sales to Zoro
Price
Total
Percent Increase/
(Decrease)
—
1
(1)
—%
Mid-single-digit sales growth to light manufacturing and government customers and low single-digit growth to
commercial services were offset by a mid-teen decline in sales to natural resource customers and low-single-digit
declines to heavy manufacturing customers and contractors. In 2015, eCommerce sales for the U.S. business were
$3,275 million, an increase of 16% over the prior year, and represented 41% of total sales. The increase was primarily
driven by an increase in sales via EDI and electronic purchasing platforms. If the Company included KeepStock®, the
electronic inventory management offering, total eCommerce and KeepStock® sales would represent 51% of total
sales.
The segment gross profit margin decreased 1.0 percentage point in 2015 compared to 2014, primarily driven by price
decreases exceeding product cost decreases and higher sales to lower margin customers.
Operating expenses were up 1% for 2015 versus 2014. Operating expenses included an incremental $96 million in
growth-related spending on eCommerce, new sales representatives, supply chain and inventory management
solutions, as well as $32 million of charges related to reorganizing the business, including branch closures. Excluding
the reorganization costs, operating expenses decreased 1% primarily due to lower employee benefit costs.
For the segment, operating earnings of $1,372 million for 2015 decreased 5% versus $1,444 million in 2014. Excluding
the reorganization expenses mentioned above, operating earnings were down 3%. The decline in operating earnings
for 2015 was due to a lower gross profit margin, partially offset by positive operating expense leverage.
23
Canada
Net sales were $891 million for 2015, a decrease of $185 million, or 17%, when compared with $1,076 million for 2014.
In local currency, sales increased 5% for 2015. The 17% decrease for the year consisted of the following contributors:
Volume
Foreign exchange
Acquisition
Price
Total
Percent Increase/
(Decrease)
(14)
(12)
5
4
(17)%
Sales performance in Canada was driven by mid-teen declines in the oil and gas, contractor, commercial services,
heavy manufacturing, resellers and retail markets. Net sales in the agriculture and mining and utilities end markets
were up in the mid-single digits. In 2015, eCommerce sales for Canada were $107 million, a decrease of 13% versus
the prior year and represented 12% of total sales. If the Company included KeepStock®, the electronic inventory
management offering, total eCommerce and KeepStock® sales would represent 23% of total sales.
The segment gross profit margin decreased 0.4 percentage point in 2015 versus 2014, primarily driven by product
cost inflation exceeding price inflation driven by unfavorable foreign exchange, partially offset by higher supplier rebates.
Operating expenses decreased 4% in 2015. In local currency, operating expenses increased 11%, primarily due to
higher severance costs related to reorganizing the business, higher depreciation driven primarily by a new DC and
incremental costs from the WFS Enterprises Inc. (WFS) acquisition as 2014 included a partial year. Excluding the
reorganization costs, operating expenses increased 9%.
Operating earnings of $27 million for 2015 decreased $61 million, or 69%, versus 2014. In local currency, operating
earnings decreased 64%. The decrease in earnings was due to lower sales, lower gross profit margins and negative
operating expense leverage.
Other Businesses
Net sales for Other Businesses, which include Zoro in the U.S. and operations in Europe, Asia and Latin America and
Cromwell in the U.K. (acquired September 1, 2015), were $1,406 million for 2015, an increase of $224 million, or 19%,
when compared with $1,182 million for 2014. The net sales increase was primarily due to incremental sales from
Cromwell, Zoro and MonotaRO. The 19% increase for the year consisted of the following contributors:
Volume/Price
Acquisition
Foreign exchange
Total
Percent Increase/
(Decrease)
21
12
(14)
19%
Operating earnings for other businesses were $48 million for 2015 compared to a loss of $38 million for 2014. The
year 2015 included $6 million of charges for the continuing restructuring of the business in Europe and additional costs
to shut down the business in Brazil. The year 2014 included a $29 million charge related to closing the business in
Brazil, a $14 million charge related to the transition of the employee retirement plan in Europe, a $12 million impairment
charge for the business in Colombia and $10 million in restructuring costs for the business in Europe. Excluding these
charges in both years, operating earnings increased $27 million, primarily driven by improved operating performance
by MonotaRO and Zoro, partially offset by incremental expenses associated with the single channel online business
model in Europe.
24
Other Income and Expense
Other income and expense was $50 million of expense in 2015 compared with $13 million of expense in 2014. The
following table summarizes the components of other income and expense (in thousands of dollars):
For the Years Ended December 31,
2015
2014
Interest income (expense) - net
Loss from equity method investment
Other non-operating income
Other non-operating expense
Total
$
$
(32,405)
(11,740)
1,102
(6,572)
(49,615)
$
$
(8,025)
—
483
(5,189)
(12,731)
The increase in expense was driven by higher interest expense from the $1 billion in long-term debt issued in June
2015, as well as operating losses from the Company's clean energy investments. As discussed below, the operating
losses in this investment were more than offset by energy tax credits that lowered Grainger's tax rate, which provided
Grainger with positive net earnings and cash flow. The clean energy investment generated $0.09 per share of earnings
for 2015.
Income Taxes
Income taxes of $466 million in 2015 decreased 11% compared with $522 million in 2014. Grainger's effective tax
rates were 37.2% and 39.1% in 2015 and 2014, respectively. Excluding the effect of restructuring and non-operating
items reported in both 2015 and 2014, Grainger's adjusted tax rate was 37.6% and 38.2% in 2015 and 2014, respectively.
The decrease in the tax rate in 2015 was primarily due to the Company's clean energy investments, partially offset by
a higher proportion of earnings in the U.S. versus geographies with lower tax rates.
25
Financial Condition
Grainger expects its strong working capital position, cash flows from operations and borrowing capacity to continue,
allowing it to fund its operations, including growth initiatives, capital expenditures, acquisitions and repurchase of
shares, as well as to pay cash dividends.
Cash Flow
2016 Compared to 2015
Net cash provided by operating activities was $1,003 million and $990 million for the twelve months ended December
31, 2016 and 2015, respectively. The increase was primarily the result of lower employee related costs.
Net cash used in investing activities was $262 million and $843 million for the twelve months ended December 31,
2016 and 2015, respectively. The higher use of cash in 2015 was driven by the Cromwell acquisition in September
2015. In 2016, lower additions to property, buildings and equipment compared to the prior year and higher proceeds
from the sale of branch real estate assets contributed to the reduction in cash used in investing activities.
Net cash used in financing activities was $755 million and $63 million in the twelve months ended December 31, 2016
and 2015, respectively. The change in financing activities was primarily driven by the issuance of $400 million in Senior
Notes in 2016 compared to the issuance of $1 billion in Senior Notes in 2015 and significantly lower stock repurchases
in 2016 compared to 2015.
2015 Compared to 2014
Net cash provided by operating activities in 2015 were $990 million versus $960 million in 2014. This positive cash
flow was due to relatively flat receivable balances, partially offset by a decrease in employee benefit liabilities.
Net cash used in investing activities was $843 million and $384 million in 2015 and 2014, respectively. The higher use
of cash was primarily driven by $464 million of net cash paid for a business acquisition in 2015 versus $31 million in
2014.
Net cash used in financing activities of $63 million in 2015 decreased $695 million from $758 million in 2014. The
decrease was primarily due to proceeds from the issuance of $1 billion in Senior Notes, a £160 million term loan and
issuance of commercial paper to support the acquisition of Cromwell, as well as ¥6 billion term loans to support the
construction of a new distribution center in MonotaRO. These proceeds were partially offset by an increase in share
repurchases and dividends paid.
Working Capital
Internally generated funds are the primary source of working capital and funds used in business expansion,
supplemented by debt. In addition, funds are expended to support growth initiatives, as well as for business and
systems development and other infrastructure improvements.
Working capital consists of current assets (less non-operating cash) and current liabilities (less short-term debt and
current maturities of long-term debt). Working capital was $1,722 million at December 31, 2016, compared with $1,794
million at December 31, 2015. At these dates, the ratio of current assets to current liabilities was 2.4 and 2.5, respectively.
The decrease in working capital was primarily related to increases in accounts payable.
26
Capital Expenditures
In each of the past three years, a portion of operating cash has been used for additions to property, buildings, equipment
and capitalized software as summarized in the following table (in thousands of dollars):
Land, buildings, structures and improvements
Furniture, fixtures, machinery and equipment
Subtotal
Capitalized software
Total
For the Years Ended December 31,
2016
2015
2014
$
$
70,942
139,474
210,416
73,833
284,249
$
$
86,082
$
202,137
288,219
85,649
373,868
$
159,793
140,358
300,151
87,239
387,390
In 2016, the Company continued to invest in the North America distribution network, as well as the distribution network
in other segments, and sales productivity initiatives. Other significant investments in 2016 included the eCommerce
platform, sustaining capital investments in branches and distribution centers and other technology infrastructure.
In 2015, Grainger invested in the North America distribution center network and the completion of the common ERP
platform for North America and made investments in support of sales initiatives. Other significant investments in 2015
included the eCommerce platform, sustaining capital investments for Grainger's branches and distribution centers and
other technology infrastructure.
In 2014, Grainger made significant capital investments to build new distribution centers in the United States and
Canada. In the U.S., Grainger began the replacement of its existing New Jersey distribution center with construction
of a new 1.3 million square-foot distribution center, completed in 2016. In Canada, Grainger continued construction of
the new distribution center in the Toronto area, completed in 2015. Grainger also invested in technology infrastructure,
vending machines for the KeepStock® program and normal recurring replacement of equipment.
In 2017, capital expenditures are expected to range from $250 million to $275 million. Projected spending includes
continued investments in the supply chain, eCommerce and inventory management solutions. Grainger expects to
fund 2017 capital spending primarily from operating cash.
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 (current plus
long-term) as a percent of total capitalization was 54.1% and 45.8%, as of December 31, 2016 and 2015, respectively.
On April 16, 2015, Grainger announced plans to issue $1.8 billion in long-term debt over the next three years, to partially
fund the repurchase of $3 billion in shares. The remaining amount is expected to be funded from internally generated
cash. In June 2015, Grainger issued $1 billion in long-term debt, which was the first of three expected debt issuances.
The debt is payable in 30 years and carries a 4.60% interest rate, payable semiannually. In May 2016, Grainger issued
$400 million in long-term debt, which was the second of three expected debt issuances. The new debt is payable in
30 years and carries a 3.75% interest rate, payable semiannually. With the new long-term debt, Grainger expects to
maintain a debt to EBITDA ratio in the 1.0–1.5x range. EBITDA, which is defined as Earnings before Interest, Taxes,
Depreciation and Amortization, is a non-GAAP measure and may not be defined and calculated by other companies
in the same manner. Refer to Note 7 and Note 8 to the Consolidated Financial Statements included in Item 8. The
Company ended 2016 with a Debt/EBITDA ratio of 1.7x, slightly beyond its targeted range of 1.0-1.5x. During 2017,
the Company plans to reduce its share repurchase target to $600 million from the $800 million planned repurchases
originally announced in 2015 to reduce short-term debt. This action, along with the performance indicated by the
Company’s 2017 guidance announced on January 25, 2017, should help the Company improve its Debt/EBITDA ratio.
27
Commitments and Other Contractual Obligations
At December 31, 2016, Grainger's contractual obligations, including estimated payments due by period, are as follows
(in thousands of dollars):
Payments Due by Period
Total
Amounts
Committed
Less than 1
Year
1 - 3 Years
4 - 5 Years
More than 5
Years
Debt obligations
Interest on debt
$ 2,266,176
1,768,974
$
Operating lease obligations
178,325
406,106
66,323
59,045
$
158,009
$
295,065
$
1,406,996
131,439
78,120
123,878
25,691
1,447,334
15,469
Purchase obligations:
Uncompleted additions to
property, buildings and
equipment
Commitments to purchase
inventory
Other purchase obligations
Other liabilities
Total
71,350
69,171
1,871
308
469,215
216,917
200,504
$ 5,171,461
469,215
121,297
65,757
—
78,461
29,365
—
17,159
31,478
$ 1,256,914
$
477,265
$
493,579
$
2,943,703
—
—
—
73,904
Purchase obligations for inventory 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 cancelable without penalty, certain
vendor agreements provide for cancellation fees or penalties depending on the terms of the contract.
Other liabilities represent future payments for profit sharing and employee benefits plans as determined by actuarial
projections and other employee benefit plans. Other employment-related benefits costs of $60 million have not been
included in this table as the timing of benefit payments is not predictable. See Note 9 to the Consolidated Financial
Statements.
See also Note 8 and Note 10 to the Consolidated Financial Statements for further detail related to interest on long-
term debt and operating lease obligations, respectively.
Grainger has recorded a noncurrent liability of approximately $63 million for tax uncertainties and interest at
December 31, 2016. This amount is excluded from the table above, as Grainger cannot make reliable estimates of
these cash flows by period. See Note 14 to the Consolidated Financial Statements.
Off-Balance Sheet Arrangements
Grainger does not have any material exposures to off-balance sheet arrangements. All significant contractual
obligations are recorded on the Company's Consolidated Balance Sheet or fully disclosed in the notes to Grainger's
Consolidated Financial Statements.
28
Critical Accounting Estimates
The preparation of financial statements, in conformity with Generally Accepted Accounting Principles (GAAP) in the
United States of America, requires management to make judgments, estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses in the financial statements. Management bases its estimates
on historical experience and other assumptions, which it believes are reasonable. If actual amounts are ultimately
different from these estimates, the revisions are included in Grainger's results of operations for the period in which the
actual amounts become known.
Accounting estimates are considered critical when they require management to make assumptions about matters that
are highly uncertain at the time the estimates are made and when there are different estimates that management
reasonably could have made, which would have a material impact on the presentation of Grainger's financial condition,
changes in financial condition or results of operations.
Note 1 to the Consolidated Financial Statements describes the significant accounting policies used in the preparation
of the Consolidated Financial Statements. The most significant areas involving management judgments and estimates
follow. Actual results in these areas could differ materially from management's estimates under different assumptions
or conditions.
Allowance for Doubtful Accounts. Grainger considers several factors to estimate the allowance for uncollectible
accounts receivable including the age of the receivables, the percent past due and the historical ratio of actual write-
offs to the age of the receivables. The analyses performed also take into consideration economic conditions that may
have an impact on a specific industry, group of customers or a specific customer. Based on analysis of actual historical
write-offs of uncollectible accounts receivable, Grainger's estimates and assumptions have been materially accurate
in regards to the valuation of its allowance for doubtful accounts. However, write-offs could be materially different than
the reserves established if business or economic conditions change or actual results deviate from historical trends,
and Grainger's estimates and assumptions may be revised as appropriate to reflect these changes. For fiscal years
2016, 2015 and 2014, actual results did not vary materially from estimated amounts.
Inventory Reserves. Grainger establishes inventory reserves for excess and obsolete inventory. Grainger regularly
reviews inventory to evaluate continued demand and identify any obsolete or excess quantities. Grainger records
provisions for the difference between excess and obsolete inventory cost and its estimated realizable value. Estimated
realizable value is based on anticipated future product demand, market conditions and liquidation values. As Grainger's
inventory consists of approximately 1.6 million stocked products, it is not practical to quantify the actual disposition of
excess and obsolete inventory against estimated amounts at a stock keeping unit (SKU) level and no individual SKU
is material. There were no material differences noted between reserve levels compared to the level of write-offs
historically. Grainger's methodology for estimating reserves is continually evaluated based on current experience and
the methodology provides for a materially accurate level of reserves at any reporting date. Actual results could differ
materially from projections and require changes to reserves that could have a material effect on Grainger's results of
operations, based on significant changes in product demand, market conditions or liquidation value. If business or
economic conditions change, Grainger's estimates and assumptions may be revised as appropriate. For fiscal years
2016, 2015 and 2014, actual results did not vary materially from estimated amounts.
Goodwill and Indefinite Lived Intangible Assets. Business acquisitions result in the recording of goodwill and identified
intangible assets that affect the amount of amortization expense and possible impairment write-downs that may occur
in future periods. Grainger reviews goodwill and intangible assets with indefinite lives for impairment at least annually
or when events or changes in circumstances indicate the carrying value of these assets might exceed their current
fair values.
Grainger completed the annual impairment testing during the fourth quarter of 2016. For all of the Company’s reporting
units, the estimated fair values substantially exceeded the carrying values, except for the Fabory reporting unit. As of
the 2015 test, the fair value of the Fabory reporting unit exceeded its $106 million carrying value by 15%. During the
current year testing, Grainger considered Fabory’s performance and the revised outlook. Prior branch rationalization
initiatives and structural changes in the business contributed to cost improvements. However, declines in sales, primarily
in the Netherlands and France, and price pressure contributed to lower earnings for the year. The current year business
performance and revised financial projections also reflect market conditions, which continued to be negatively impacted
by the downturn in oil and gas and maritime industries in the Netherlands, Fabory’s largest market. The revised outlook
and uncertainty beyond 2016 were factored into lower earnings, cash flow projections and long-term expectations for
Fabory’s future performance, resulting in the calculated fair value of the reporting unit below its carrying value in step
one of the two-step quantitative test, and step two impairment calculations were required. As a result, a $47 million
29
goodwill impairment charge was recorded with no tax benefit due to the non-deductibility of goodwill in the relevant
taxing jurisdictions.
The risk of potential failure of step one of the quantitative tests in future reporting periods is highly dependent upon
key assumptions included in the determination of the reporting unit's fair value. The fair value of reporting units is
calculated primarily using the discounted cash flow (DCF) method and incorporating value indicators from a market
approach to evaluate the reasonableness of the resulting fair values. The DCF method incorporates various
assumptions regarding the amount and timing of future expected cash flows, including revenues, gross margins,
operating expenses, capital expenditures and working capital based on operational budgets, long-range strategic plans
and other estimates. The terminal value growth rate is used to calculate the value of cash flows beyond the last
projected period and reflects management’s best estimates for perpetual growth for the reporting units. Estimates of
market-participant risk-adjusted weighted average cost of capital are used as a basis for determining the discount
rates to apply to the reporting units’ future expected cash flows and terminal value.
Changes in assumptions regarding future performance and unfavorable economic environment may have a significant
impact on reporting units' cash flows in the future. Grainger performed a sensitivity analysis to determine the
reasonableness of the step one results for the reporting units subject to the two-step quantitative tests and evaluated
the impact of a 100 basis point increase in the discount rate or a 100 basis point decrease in the terminal growth rate.
No indications of impairment resulted from this sensitivity analysis. Given the sensitivity of the calculated fair value to
changes in these key assumptions, Grainger may be required to recognize an impairment for goodwill in the future
due to changes in market conditions or other factors related to these key assumptions.
Stock Incentive Plans. Grainger maintains stock incentive plans under which a variety of incentive grants may be
awarded to employees and directors. Grainger uses a binomial lattice option pricing model to estimate the fair value
of stock option grants. The model requires projections of the risk-free interest rate, expected life, volatility, dividend
yield and forfeiture rate of the stock option grants. The fair value of options granted used the following assumptions:
Risk-free interest rate
Expected life
Expected volatility
Expected dividend yield
For the Years Ended December 31,
2016
1.4%
6 years
24.5%
2.0%
2015
1.5%
6 years
24.9%
1.9%
2014
2.0%
6 years
25.0%
1.7%
The risk-free interest rate is selected based on yields from U.S. Treasury zero-coupon issues with a remaining term
approximately equal to the expected term of the options being valued. The expected life selected for options granted
during each year presented represents the period of time that the options are expected to be outstanding based on
historical data of option holders' exercise and termination behavior. Expected volatility is based upon implied and
historical volatility of the closing price of Grainger's stock over a period equal to the expected life of each option grant.
Historical information is also the primary basis for selection of the expected dividend yield assumptions. Because stock
option compensation expense is based on awards ultimately expected to vest, it has been reduced for estimated
forfeitures, using historical forfeiture experience. The amount of stock option compensation expense is significantly
affected by the valuation model and these assumptions. If different assumptions were used, the stock option
compensation expense could be significantly different from what is recorded in the current period.
Compensation expense for other stock-based awards is based upon the closing market price on the last trading date
preceding the date of the grant. Because the expense for other stock-based awards should reflect the awards ultimately
expected to vest, it has been reduced for estimated forfeitures, using historical forfeiture experience.
For additional information concerning stock incentive plans, see Note 11 to the Consolidated Financial Statements.
30
Postretirement Healthcare Benefits. The postretirement healthcare obligation and net periodic cost are dependent on
assumptions and estimates used in calculating such amounts. The assumptions used include, among others, discount
rates, assumed rates of return on plan assets and healthcare cost trend rates and certain employee-related factors,
such as turnover, retirement age and mortality rates. Changes in these and other assumptions (caused by conditions
in equity markets or plan experience, for example) could have a material effect on Grainger's postretirement benefit
obligation and expense and could affect its results of operations and financial condition. These changes in assumptions
may also affect voluntary decisions to make additional contributions to the trust established for funding the
postretirement benefit obligation.
The discount rate assumptions used by management reflect the rates available on high-quality fixed income debt
instruments as of December 31, the measurement date, of each year. A higher discount rate reduces the present
value of benefit obligations and net periodic benefit costs. As of December 31, 2016, Grainger decreased the discount
rate used in the calculation of the postretirement plan obligation from 4.20% to 4.00% to reflect the decrease in market
interest rates. Grainger estimates that this decrease could decrease 2017 pretax earnings by approximately $0.8
million. However, other changes in assumptions may increase, decrease or eliminate this effect.
A 1 percentage point change in assumed healthcare cost trend rates would have had the following effects on
December 31, 2016 results (in thousands of dollars):
Effect on total of service and interest cost
Effect on postretirement benefit obligation
1 Percentage Point
Increase
(Decrease)
$
1,411
27,542
$
(1,162)
(22,748)
Grainger used Mortality Table RPH-2014 and changed the mortality improvement scale used to project mortality rates
into the future from Mortality Improvement Scale MP-2015 to Mortality Improvement Scale MP-2016 at December 31,
2016. Mortality Table RPH-2014 is a headcount-weighted table that is more appropriate for the measurement of other
postretirement employee benefit plans. Scale MP-2016, published by the Society of Actuaries, reflects the most recent
data for mortality improvement. Grainger estimates this change could increase 2017 pretax earnings by approximately
$0.6 million.
Grainger updated the 2016 census for involuntary terminations that occurred in 2016. Grainger estimates this change
could increase 2017 pretax earnings by approximately $0.5 million.
As of December 31, 2016, Grainger adopted a new healthcare trend rate to include a pre and post age 65 trend rate.
The alternative trend rates allow for a better estimate of expected trends for this plan. Grainger estimates this change
could decrease 2017 pretax earnings by approximately $1.8 million.
Grainger uses the long-term historical return on the plan assets and the historical performance of the S&P 500 and
the Total International Composite Index to develop its expected return on plan assets. In 2016, the Company increased
the after-tax expected long-term rate of return on plan assets from 6.65% to 7.13% based on the historical average
of long-term rates of return due to a change in the estimated tax rate. This change was due to the nature of the taxable
income earned on the investments in the Group Benefit Trust and the applicable tax rates. Grainger estimates this
change could increase 2017 pretax earnings by approximately $0.8 million.
Grainger may terminate or modify the postretirement plan at any time, subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code, as amended. In the event the
postretirement plan is terminated, all assets of the Group Benefit Trust inure to the benefit of the participants. The
foregoing assumptions are based on the presumption that the postretirement plan will continue. Were the postretirement
plan to terminate, different actuarial assumptions and other factors might be applicable.
Grainger has used its best judgment in making assumptions and estimates and believes such assumptions and
estimates used are appropriate. Changes to the assumptions may be required in future years as a result of actual
experience or new trends or plan changes and, therefore, may affect Grainger's retirement plan obligations and future
expense. For additional information concerning postretirement healthcare benefits, see Note 9 to the Consolidated
Financial Statements.
31
Income Taxes. The tax balances and income tax expense recognized by Grainger are based on management's
interpretations of the tax laws of multiple jurisdictions. Income tax expense reflects Grainger's best estimates and
assumptions regarding, among other items, the level of future taxable income, interpretation of tax laws and tax planning
opportunities, plans for reinvestment of cash overseas and uncertain tax positions. Future rulings by tax authorities
and future changes in tax laws and their interpretation, changes in projected levels of taxable income, changes in
planned need for cash overseas and future tax planning strategies could impact the actual effective tax rate and tax
balances recorded by Grainger.
Contingent Liabilities. At any time, Grainger may be subject to investigations, legal proceedings or claims related to
the ongoing operation of its business, including claims both by and against Grainger. Such proceedings typically involve
claims related to product liability, general negligence, contract disputes, environmental issues, unclaimed property,
wage and hour laws, intellectual property, employment practices, regulatory compliance or other matters and actions
brought by employees, consumers, competitors, suppliers or governmental entities. Grainger retains a significant
portion of the risk of certain losses related to workers' compensation, auto liability, general liability and property losses
through the utilization of high deductibles and self-insured retentions. Grainger routinely assesses the likelihood of
any adverse outcomes related to these matters on a case by case basis, as well as the potential ranges of losses and
fees. Grainger establishes accruals for its potential exposures, as appropriate, for claims against Grainger when losses
become probable and the financial impact of an adverse outcome is reasonably estimable. Legal fees are recognized
as incurred and are not included in accruals for contingencies. Where Grainger is able to reasonably estimate a range
of potential losses, Grainger records the amount within that range that constitutes Grainger's best estimate. Grainger
also discloses the nature of and range of loss for claims against Grainger when losses are reasonably possible and
the exposure is considered material to Grainger's Consolidated Financial Statements. These accruals and disclosures
are determined based on the facts and circumstances related to the individual cases and require estimates and
judgments regarding the interpretation of facts and laws, as well as the effectiveness of strategies or other factors
beyond Grainger's control. If the assessment of any of these factors changes, the estimates may change. Predicting
the outcome of claims and litigation, and estimating related costs and exposure, involves substantial uncertainties that
could cause actual costs to vary materially from estimates and accruals.
Other. Other significant accounting policies, not involving the same level of measurement uncertainties as those
discussed above, are nevertheless important to an understanding of the financial statements. Policies such as revenue
recognition, depreciation, intangibles, long-lived assets, fair value measurements and valuations and warranties require
judgments on complex matters that are often subject to multiple external sources of authoritative guidance such as
the Financial Accounting Standards Board and the Securities and Exchange Commission. Possible changes in
estimates or assumptions associated with these policies are not expected to have a material effect on the financial
condition or results of operations of Grainger. More information on these additional accounting policies can be found
in Note 1 to the Consolidated Financial Statements.
32
Effects of Inflation and Changing Prices
Grainger is affected by inflation through increased product and operating costs, and the ability to pass on cost increases
to customers over time is dependent upon market conditions. The ability to achieve sales growth through increased
prices is also subject to inflation and normal competitive conditions. The predominant use of the last-in, first-out (LIFO)
method of accounting for inventories and accelerated depreciation methods for financial reporting and income tax
purposes result in a substantial recognition of the effects of inflation in the financial statements.
Some of Grainger's products contain significant amounts of commodity-priced materials, such as steel, copper,
petroleum derivatives or rare earth minerals, and are subject to price changes based upon fluctuations in the
commodities market.
Grainger believes the most positive means to combat inflation and advance the interests of investors lie in the continued
application of basic business principles, which include improving productivity, maintaining working capital turnover and
offering products and services that can command appropriate prices in the marketplace.
Forward-Looking Statements
From time to time, in this Annual Report on Form 10-K, as well as in other written reports 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. Such forward-looking statements are identified by words such
as “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project” and similar
terms and expressions.
Grainger cannot guarantee that any forward-looking statement will be realized, although Grainger does believe that
its assumptions underlying its forward-looking statements are reasonable. 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 a forward-looking
statement include, without limitation: higher product costs or other expenses; a major loss of customers; loss or
disruption of source of supply; increased competitive pricing pressures; failure to develop or implement new
technologies or business strategies; 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, privacy
and cybersecurity matters; investigations, inquiries, audits and changes in laws and regulations; disruption of
information technology or data security systems; general industry or market conditions; general global economic
conditions; currency exchange rate fluctuations; market volatility; commodity price volatility; labor shortages; facilities
disruptions or shutdowns; higher fuel costs or disruptions in transportation services; natural and other catastrophes;
unanticipated weather conditions; loss of key members of management; the Company's ability to operate, integrate
and leverage acquired businesses; changes in credit ratings; changes in effective tax rates and other factors identified
under 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 publicly update any of its forward-looking statements, whether as a result of new information, future
events or otherwise.
33
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Grainger may use financial instruments to reduce its exposure to adverse fluctuations in foreign currency exchange
rates and interest rates as part of its overall risk management strategy. The derivative positions reduce risk by hedging
certain underlying economic exposures. Because of the high correlation between the hedging instrument and the
underlying exposure, fluctuations in the value of the instruments are generally offset by reciprocal changes in the value
of the underlying exposure. Grainger does not enter into derivative financial instruments for trading or speculative
purposes.
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 international subsidiaries, as stated in their local currencies, are translated
into U.S. dollars. While it is difficult to quantify any particular impact of changes in exchange rates, a uniform 10%
strengthening in the U.S. dollar (whereby all other variables are held constant and unusual expense items described
in "Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations" are excluded)
would have resulted in an increase in net earnings of $2 million for the year ended December 31, 2016, and a decrease
of $1 million for the year ended December 31, 2015. Comparatively, a 10% weakening of the U.S. dollar would have
resulted in a decrease in net earnings of $2 million for the year ended December 31, 2016, and an increase of $1
million for the year ended December 31, 2015 . This sensitivity analysis of the effects of changes in foreign currency
exchange rates does not factor in future potential changes in sales levels or local currency prices or costs.
Interest Rates
Grainger is subject to interest rate risk related to its variable rate debt portfolio. Grainger may enter into interest rate
swap agreements to manage those risks. Based on Grainger's variable rate debt and derivative instruments outstanding,
a 1 percentage point increase in interest rates paid by Grainger would have resulted in a decrease to net earnings of
approximately $5 million for 2016 and $3 million for 2015. A 1 percentage point decrease in interest rates would have
resulted in an increase to net earnings of approximately $5 million for 2016 and $3 million for 2015. This sensitivity
analysis of the effects of changes in interest rates on long-term debt does not factor in future potential changes in long-
term debt levels.
Commodity Price Risk
Grainger has limited primary exposure to commodity price risk on certain products for resale, but does not purchase
commodities directly.
34
Item 8: Financial Statements and Supplementary Data
The financial statements and supplementary data are included on pages 39 to 80. See the Index to Financial Statements
and Supplementary Data on page 38.
Item 9: Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A: Controls and Procedures
Disclosure Controls and Procedures
Grainger carried out an evaluation, under the supervision and with the participation of its management, including the
Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of Grainger's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that Grainger's disclosure controls and procedures were
effective as of the end of the period covered by this report.
Internal Control Over Financial Reporting
(A) Management's Annual Report on Internal Control Over Financial Reporting
Management's report on Grainger's internal control over financial reporting is included on page 39 of this Report
under the heading Management's Annual Report on Internal Control Over Financial Reporting.
(B) Attestation Report of the Registered Public Accounting Firm
The report from Ernst & Young LLP on its audit of the effectiveness of Grainger's internal control over financial
reporting as of December 31, 2016, is included on page 40 of this Report under the heading Report of Independent
Registered Public Accounting Firm.
(C) Changes in Internal Control Over Financial Reporting
There have been no changes in Grainger's internal control over financial reporting during the last fiscal quarter
that have materially affected, or are reasonably likely to materially affect, Grainger's internal control over financial
reporting.
Item 9B: Information required to be disclosed in a Form 8-K
None.
35
Item 10: Directors, Executive Officers and Corporate Governance
PART III
The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual
meeting of shareholders to be held April 26, 2017, under the captions “Directors,” “Board of Directors and Board
Committees” and “Section 16(a) Beneficial Ownership Reporting Compliance.” Information required by this item
regarding executive officers of Grainger is set forth below under the caption “Executive Officers.”
Grainger has adopted a code of ethics that applies to its principal executive officer, principal financial officer and
principal accounting officer and controller. This code of ethics is part of Grainger’s Business Conduct Guidelines for
directors, officers and employees, which is available free of charge through Grainger’s website at www.grainger.com/
investor. A copy of the Business Conduct Guidelines is also available in print without charge to any person upon request
to Grainger's Corporate Secretary. Grainger intends to disclose on its website any amendment to any provision of the
Business Conduct Guidelines that relates to any element of the definition of “code of ethics” enumerated in Item 406
(b) of Regulation S-K under the Exchange Act and any waiver from any such provision granted to Grainger’s principal
executive officer, principal financial officer, principal accounting officer and controller or persons performing similar
functions. Grainger has also adopted Operating Principles for the Board of Directors, which are available on its website
and are available in print to any person who requests them.
Executive Officers
Following is information about the Executive Officers of Grainger including age as of March 1, 2017. Executive Officers
of Grainger generally serve until the next annual election of officers, or until earlier resignation or removal.
Name and Age
Laura D. Brown (53)
Joseph C. High (62)
Positions and Offices Held and Principal Occupation and Employment
During the Past Five Years
Senior Vice President, Communications and Investor Relations, a position
assumed in 2010 after serving as Vice President, Global Business
Communications, a position assumed in 2009 and Vice President, Investor
Relations, a position assumed in 2008.
Senior Vice President and Chief People Officer, a position assumed in June
2011. Prior to joining Grainger, Mr. High was the Senior Vice President of
Human Resources at Owens Corning in Toledo, Ohio, a position assumed in
2004.
John L. Howard (59)
Senior Vice President and General Counsel, a position assumed in 2000.
Ronald L. Jadin (56)
D.G. Macpherson (49)
Paige K. Robbins (48)
James T. Ryan (58)
Eric R. Tapia (40)
Senior Vice President and Chief Financial Officer, a position assumed in 2008.
Previously, Mr. Jadin served as Vice President and Controller, a position
assumed in 2006 after serving as Vice President, Finance.
Chief Executive Officer, a position assumed in October 2016. Previously, Mr.
Macpherson served as Chief Operating Officer, a position assumed in 2015;
Senior Vice President and Group President, Global Supply Chain and
International, a position assumed in 2013; Senior Vice President and
President, Global Supply Chain and Corporate Strategy, a position assumed
in 2012, and Senior Vice President, Global Supply Chain, a position assumed
in 2008.
Senior Vice President, Global Supply Chain, Branch Network, Contact
Centers and Corporate Strategy, a position assumed in 2016. Since joining
Grainger in September 2010, Ms. Robbins has held various positions as a
Vice President, including in the areas of Global Supply Chain and Logistics.
Chairman of the Board, a role held since April 2009. Mr. Ryan also served as
President and Chief Executive Officer of Grainger from June 2008 through
September 2016.
Vice President and Controller, a position assumed in 2016. Previously, Mr.
Tapia served as Vice President, Internal Audit from 2010 to 2016. Mr. Tapia
is a Certified Public Accountant (CPA) and before joining Grainger in 2010
was an audit partner with KPMG.
36
Item 11: Executive Compensation
The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual
meeting of shareholders to be held April 26, 2017, under the captions “Board of Directors and Board Committees,”
“Director Compensation,” “Report of the Compensation Committee of the Board” and “Compensation Discussion and
Analysis.”
Item 12: Directors and Executive Officers
The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual
meeting of shareholders to be held April 26, 2017, under the captions “Ownership of Grainger Stock” and “Equity
Compensation Plans.”
Item 13: Certain Relationships and Related Transactions
The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual
meeting of shareholders to be held April 26, 2017, under the captions "Election of Directors" and "Transactions with
Related Persons."
Item 14: Principal Accountant Fees and Services
The information required by this item is incorporated by reference to Grainger's proxy statement relating to the annual
meeting of shareholders to be held April 26, 2017, under the caption “Audit Fees and Audit Committee Pre-Approval
Policies and Procedures.”
Item 15: Exhibits and Financial Statements Schedules
(a) Documents filed as part of the Form 10-K
PART IV
(1) Financial Statements: see Item 8, “Financial Statements and Supplementary Data,” on page 38 hereof,
for a list of financial statements. Management's Annual Report on Internal Control Over Financial Reporting.
(2) Financial Statement Schedules: the schedules listed in Rule 5-04 of Regulation S-X have been omitted
because they are either not applicable or the required information is shown in the consolidated financial
statements or notes thereto.
(3) Exhibits Required by Item 601 of Regulation S-K: the information required by this Item 15(a)(3) of Form
10-K is set forth on the Exhibit Index that follows the Signatures page of the Form 10-K.
37
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
December 31, 2016, 2015 and 2014
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF EARNINGS
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page(s)
39
40
42
43
44
46
47
49
38
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of W.W. Grainger, Inc. (Grainger) is responsible for establishing and maintaining adequate internal
control over financial reporting. Grainger's internal control system was designed to provide reasonable assurance to
Grainger's management and Board of Directors regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting principles generally accepted in the United
States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements
under all potential conditions. Therefore, effective internal control over financial reporting provides only reasonable,
and not absolute, assurance with respect to the preparation and presentation of financial statements.
Grainger's management assessed the effectiveness of Grainger's internal control over financial reporting as of
December 31, 2016, based on criteria established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Based on its
assessment under that framework and the criteria established therein, Grainger's management concluded that
Grainger's internal control over financial reporting was effective as of December 31, 2016.
Ernst & Young LLP, an independent registered public accounting firm, has audited Grainger's internal control over
financial reporting as of December 31, 2016, as stated in their report, which is included herein.
39
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
W.W. Grainger, Inc. and Subsidiaries
We have audited W.W. Grainger, Inc. and subsidiaries' (the “Company”) internal control over financial reporting as of
December 31, 2016, based on criteria established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). W.W. Grainger,
Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, W.W. Grainger, Inc. and subsidiaries maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of W.W. Grainger, Inc. and subsidiaries as of December 31, 2016 and 2015,
and the related consolidated statements of earnings, comprehensive earnings, shareholders' equity, and cash flows
for each of the three years in the period ended December 31, 2016 of W.W. Grainger, Inc. and subsidiaries and our
report dated February 28, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Chicago, Illinois
February 28, 2017
40
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
W.W. Grainger, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of W.W. Grainger, Inc. and subsidiaries as of
December 31, 2016 and 2015, and the related consolidated statements of earnings, comprehensive earnings,
shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2016. These financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of W.W. Grainger, Inc. and subsidiaries at December 31, 2016 and 2015, and the consolidated results
of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity
with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), W.W. Grainger Inc. and subsidiaries' internal control over financial reporting as of December 31, 2016, based
on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework) and our report dated February 28, 2017 expressed an unqualified
opinion thereon.
/s/ Ernst & Young LLP
Chicago, Illinois
February 28, 2017
41
W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands of dollars, except for share and per share amounts)
For the Years Ended December 31,
Net sales
Cost of merchandise sold
Gross profit
Warehousing, marketing and administrative expenses
Operating earnings
Other income and (expense):
Interest income
Interest expense
Loss from equity method investment
Other non-operating income
Other non-operating expense
Total other expense
Earnings before income taxes
Income taxes
Net earnings
2016
10,137,204 $
$
6,022,647
4,114,557
2,995,060
1,119,497
717
(66,332)
(31,193)
1,300
(4,931)
(100,439)
1,019,058
386,220
632,838
2015
2014
9,973,384 $
5,741,956
4,231,428
2,931,108
1,300,320
1,166
(33,571)
(11,740)
1,102
(6,572)
(49,615)
1,250,705
465,531
785,174
9,964,953
5,650,711
4,314,242
2,967,125
1,347,117
2,068
(10,093)
—
483
(5,189)
(12,731)
1,334,386
522,090
812,296
Less: Net earnings attributable to noncontrolling
interest
Net earnings attributable to W.W. Grainger, Inc.
Earnings per share:
Basic
Diluted
26,910
16,178
605,928 $
768,996 $
10,567
801,729
9.94 $
9.87 $
11.69 $
11.58 $
11.59
11.45
$
$
$
Weighted average number of shares outstanding:
Basic
Diluted
60,430,892
60,839,930
65,156,864
65,765,121
68,334,322
69,205,744
The accompanying notes are an integral part of these consolidated financial statements.
42
W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands of dollars)
Net earnings
$
632,838
$
785,174
$
812,296
For the Years Ended December 31,
2016
2015
2014
Other comprehensive earnings (losses):
Foreign currency translation adjustments:
Foreign currency translation loss, net of
tax benefit of $0, $0 and $2,806, respectively
Reclassification of cumulative currency translation
Other, net of tax expense of $0, $0 and $(2,360),
respectively
Net foreign currency translation loss
Defined postretirement benefit plan:
Defined postretirement benefit plan (loss) gain, net of tax
benefit (expense) of $3,749, $(19,056) and $14,140,
respectively
Reclassification related to amortization, net of tax
expense
Net defined postretirement benefit plans
Other employment-related benefit plans:
(Loss) gain on other employment-related benefit plans,
net of tax benefit of $718, $0 and $440, respectively
Reclassification related to plan amendment and
settlement, net of tax benefit
Net other employment-related benefit plans
(38,729)
(154,096)
(127,847)
—
—
—
—
9,042
3,782
(38,729)
(154,096)
(115,023)
(6,022)
(4,034)
(10,056)
(2,397)
—
(2,397)
30,451
(3,246)
27,205
641
—
641
(22,667)
(4,072)
(26,739)
(1,462)
6,971
5,509
786
Other
885
1,300
Total other comprehensive losses
Comprehensive earnings, net of tax
Less: Comprehensive earnings attributable to
noncontrolling interest:
Net earnings
Foreign currency translation adjustments
(50,297)
582,541
(124,950)
660,224
(135,467)
676,829
26,910
906
16,178
(532)
10,567
(9,880)
Comprehensive earnings attributable to W.W. Grainger, Inc. $
554,725
$
644,578
$
676,142
The accompanying notes are an integral part of these consolidated financial statements.
43
W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars, except for share and per share amounts)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Accounts receivable - net
Inventories – net
Prepaid expenses and other assets
Prepaid income taxes
Total current assets
PROPERTY, BUILDINGS AND EQUIPMENT
Land
Buildings, structures and improvements
Furniture, fixtures, machinery and equipment
Less: Accumulated depreciation and amortization
Property, buildings and equipment – net
DEFERRED INCOME TAXES
GOODWILL
INTANGIBLES – NET
OTHER ASSETS
TOTAL ASSETS
As of December 31,
2016
2015
$
274,146 $
290,136
1,223,096
1,406,470
81,766
34,751
1,209,641
1,414,177
85,670
49,018
3,020,229
3,048,642
355,976
1,313,233
1,742,293
3,411,502
1,990,611
1,420,891
64,775
527,150
586,126
75,136
323,765
1,352,498
1,694,050
3,370,313
1,939,072
1,431,241
83,996
582,336
648,010
63,530
$
5,694,307 $
5,857,755
44
W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS - CONTINUED
(In thousands of dollars, except for share and per share amounts)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt
Current maturities of long-term debt
Trade accounts payable
Accrued compensation and benefits
Accrued contributions to employees’ profit-sharing plans
Accrued expenses
Income taxes payable
Total current liabilities
LONG-TERM DEBT (less current maturities)
DEFERRED INCOME TAXES AND TAX UNCERTAINTIES
EMPLOYMENT-RELATED AND OTHER NONCURRENT LIABILITIES
SHAREHOLDERS' EQUITY
Cumulative Preferred Stock – $5 par value – 12,000,000 shares authorized;
none issued or outstanding
Common Stock – $0.50 par value – 300,000,000 shares authorized;
issued 109,659,219 shares
Additional contributed capital
Retained earnings
Accumulated other comprehensive losses
As of December 31,
2016
2015
$
386,140 $
19,966
650,092
212,525
54,948
290,207
15,059
1,628,937
1,840,946
126,101
192,555
353,072
247,346
583,474
196,667
124,587
266,702
16,686
1,788,534
1,388,414
154,352
173,741
—
—
54,830
1,030,256
7,113,559
54,830
1,000,476
6,802,130
(272,294)
(221,091)
Treasury stock, at cost – 50,854,905 and 47,630,511 shares, respectively
(6,128,416)
(5,369,711)
Total W.W. Grainger, Inc. shareholders’ equity
Noncontrolling interest
Total shareholders' equity
1,797,935
2,266,634
107,833
86,080
1,905,768
2,352,714
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
5,694,307 $
5,857,755
The accompanying notes are an integral part of these consolidated financial statements.
45
W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
For the Years Ended December 31,
2014
2015
2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings
Provision for losses on accounts receivable
Deferred income taxes and tax uncertainties
Depreciation and amortization
Impairment of goodwill and other intangible assets
(Gains) losses from non-cash charges and sales of assets
Stock-based compensation
Losses from equity method investment
Change in assets and liabilities – net of acquisitions and divestitures:
$ 632,838 $
16,216
(5,884)
248,857
52,318
(18,521)
35,735
31,193
785,174
10,181
4,076
227,967
—
2,765
46,861
11,740
(3,085)
(37,737)
15,788
23,130
(70,306)
6,943
(27,721)
(5,872)
989,904
(373,868)
14,857
(20,382)
(464,431)
466
(843,358)
$ 812,296
12,945
(13,732)
208,326
16,652
41,037
49,032
—
(122,580)
(92,443)
(24,550)
32,019
8,693
(1,487)
35,027
(1,421)
959,814
(387,390)
26,755
—
(30,713)
7,290
(384,058)
(45,600)
(4,403)
18,641
72,882
(25,044)
(3,513)
7,542
(10,281)
1,002,976
(284,249)
55,023
(34,103)
(159)
1,224
(262,264)
39,748
36,055
(37,358)
515,985
(262,248)
34,125
11,905
(789,773)
(302,971)
(754,532)
(2,170)
(15,990)
290,136
$ 274,146 $
325,000
54,770
(78,559)
1,307,183
(52,838)
60,885
27,553
(1,400,071)
(306,474)
(62,551)
(20,503)
63,492
226,644
290,136
5,000
108,721
(117,277)
150,504
(170,907)
48,579
33,772
(525,120)
(291,395)
(758,123)
(21,633)
(204,000)
430,644
$ 226,644
Accounts receivable
Inventories
Prepaid expenses and other assets
Trade accounts payable
Other current liabilities
Income taxes payable
Accrued employment-related benefits cost
Other – net
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, buildings and equipment and intangibles
Proceeds from sales of assets
Equity method investment
Cash paid for business acquisitions
Other – net
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in commercial paper
Borrowings under lines of credit
Payments against lines of credit
Proceeds from issuance of long-term debt
Payments of long-term debt
Proceeds from stock options exercised
Excess tax benefits from stock-based compensation
Purchase of treasury stock
Cash dividends paid
Net cash used in financing activities
Exchange rate effect on cash and cash equivalents
NET CHANGE IN CASH AND CASH EQUIVALENTS:
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental cash flow information:
Cash payments for interest (net of amounts capitalized)
Cash payments for income taxes
$
63,143 $
$ 359,506 $
31,591
442,486
$
10,172
$ 509,378
The accompanying notes are an integral part of these consolidated financial statements.
46
W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands of dollars, except for per share amounts)
Common
Stock
Additional
Contributed
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Earnings
(Losses)
Treasury
Stock
Noncontrolling
Interest
$ 54,830 $ 893,055 $5,822,612 $
4,709
—
—
28,914 $ (3,548,973) $
76,398
—
(125,587)
642
(288,351)
—
$ 54,830 $ 948,340 $6,335,990 $
1,454
—
—
(96,673) $ (4,032,615) $
74,229
—
—
—
—
—
801,729
—
—
—
—
—
768,996
36,618
14,547
31,480
(32,711)
—
—
—
31,614
14,311
28,332
(24,235)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
42,920
—
—
—
(1,636)
(524,926)
—
—
—
872
—
152
—
—
(194)
10,567
(9,880)
(3,686)
58,713
—
—
—
4,122
(1,399,931)
—
—
—
460
—
163
—
—
(140)
16,178
(532)
(4,278)
—
(124,418)
660
(302,856)
—
$ 54,830 $ 1,000,476 $6,802,130 $
(2,216)
—
—
—
—
—
12,284
11,508
23,407
—
—
—
47
(221,091) $ (5,369,711) $
86,080
—
—
—
—
36,131
—
—
—
58
—
441
—
Balance at January 1, 2014
Exercise of stock options
Tax benefits on stock-based
compensation awards
Stock option expense
Amortization of other stock-
based compensation
awards
Settlement and vesting of
other stock-based
compensation awards
Purchase of treasury stock
Net earnings
Other comprehensive losses
Cash dividends paid ($4.17
per share)
Balance at December 31,
2014
Exercise of stock options
Tax benefits on stock-based
compensation awards
Stock option expense
Amortization of other stock-
based compensation
awards
Settlement and vesting of
other stock-based
compensation awards
Purchase of treasury stock
Net earnings
Other comprehensive losses
Cash dividends paid ($4.59
per share)
Balance at December 31,
2015
Exercise of stock options
Tax benefits on stock-based
compensation awards
Stock option expense
Amortization of other stock-
based compensation
awards
Settlement and vesting of
other stock-based
compensation awards
Purchase of treasury stock
Net earnings
Other comprehensive
(losses) earnings
Cash dividends paid ($4.83
per share)
Balance at December 31,
2016
—
—
—
—
(15,921)
—
—
—
—
—
605,928
—
—
—
(51,203)
718
(294,499)
—
5,176
(800,012)
—
—
—
—
(130)
26,910
3,664
(9,190)
$ 54,830 $ 1,030,256 $7,113,559 $
(272,294) $ (6,128,416) $
107,833
The accompanying notes are an integral part of these consolidated financial statements.
48
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INDUSTRY INFORMATION
W.W. Grainger, Inc. is a broad line distributor of maintenance, repair and operating supplies, and other related products
and services used by businesses and institutions. In this report, the words “Company” or “Grainger” mean
W.W. Grainger, Inc. and its subsidiaries.
PRINCIPLES OF CONSOLIDATION
The Consolidated Financial Statements include the accounts of the Company and its subsidiaries over which the
Company exercises control. All significant intercompany transactions are eliminated from the consolidated financial
statements. The Company has a 51% ownership in MonotaRO Co., with the residual representing the noncontrolling
interest.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, revenues and expenses, and the disclosure of contingent liabilities. Actual results could differ from those
estimates.
FOREIGN CURRENCY TRANSLATION
The U.S. dollar is the reporting currency for all periods presented. The financial statements of the Company’s foreign
operating subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of the
Company’s foreign operating subsidiaries are translated into U.S. dollars at the exchange rate in effect at the balance
sheet date. Revenues and expenses are translated at average rates in effect during the period. Net exchange gains
or losses resulting from the translation of financial statements of foreign operations and related long-term debt are
recorded as a separate component of other comprehensive earnings. See Note 13 to the Consolidated Financial
Statements. Foreign currency transaction gains and losses are included in the Consolidated Statement of Earnings.
RECLASSIFICATIONS
Certain amounts in the 2015 and 2014 financial statements, as previously reported, have been reclassified to conform
to the 2016 presentation. See Note 3 to the Consolidated Financial Statements. These changes did not have a material
impact on the Consolidated Financial Statements.
REVENUE RECOGNITION
Revenues recognized include product sales, billings for freight and handling charges and fees earned for services
provided. The Company recognizes product sales and billings for freight and handling charges primarily on the date
products are shipped to, or picked up by, the customer. In cases where the product is shipped directly to the customer,
the Company recognizes revenue at the time of shipment primarily on a gross basis. The Company's standard shipping
terms are FOB shipping point. On occasion, the Company will negotiate FOB destination terms. These sales are
recognized upon delivery to the customer. eCommerce revenues, which accounted for 47% of total 2016 revenues,
are recognized on the same terms as revenues through other channels. Fee revenues, which accounted for less than
1% of total 2016 revenues, are recognized after services are completed including related service costs. Taxes collected
from customers and remitted to governmental authorities are presented on a net basis and are not included in revenue.
COST OF MERCHANDISE SOLD
Cost of merchandise sold includes product and product-related costs, vendor consideration, freight-out and handling
costs. The Company defines handling costs as those costs incurred to fulfill a shipped sales order.
VENDOR CONSIDERATION
The Company receives rebates and allowances from its vendors to promote their products. The Company utilizes
numerous advertising programs to promote its vendors' products, including catalogs and other printed media, Internet,
radio and other marketing programs. Most of these programs relate to multiple vendors, which makes supporting the
specific, identifiable and incremental criteria difficult, and would require numerous assumptions and judgments. Based
on the inexact nature of trying to track reimbursements to the advertising expenditure for each vendor, the Company
treats most vendor advertising allowances as a reduction to product purchase price and is reflected in Cost of
merchandise sold rather than a reduction of operating (advertising) expenses.
49
Vendor funds that are determined to be reimbursement of specific, incremental and identifiable costs incurred to
promote vendors' products are recorded as an offset to the related expenses in Warehouse, marketing and
administrative expenses.
Rebates earned from vendors that are based on product purchases are capitalized into inventory as part of product
purchase price. These rebates are credited to Cost of merchandise sold based on sales. Vendor rebates that are
earned based on products sold are credited directly to Cost of merchandise sold.
ADVERTISING
Advertising costs are expensed in the year the related advertisement is first presented. Advertising expense was $180
million, $180 million and $169 million for 2016, 2015 and 2014, respectively. Most vendor-provided allowances are
classified as a reduction to product purchase price and is reflected in Cost of merchandise sold. For additional
information see VENDOR CONSIDERATION above.
Catalog expense is amortized equally over the life of the catalog, beginning in the month of its distribution. Advertising
costs for catalogs that have not been distributed by year-end are capitalized as Prepaid expenses. Amounts included
in Prepaid expenses at December 31, 2016 and 2015, were $12 million and $19 million, respectively.
WAREHOUSING, MARKETING AND ADMINISTRATIVE EXPENSES
Included in this category are purchasing, branch operations, information services and marketing and selling expenses,
as well as other types of general and administrative costs.
STOCK INCENTIVE PLANS
The Company measures all share-based payments using fair-value-based methods and records compensation
expense related to these payments over the vesting period. See Note 11 to the Consolidated Financial Statements.
INCOME TAXES
Income taxes are recognized during the year in which transactions enter into the determination of financial statement
income, with deferred taxes being provided for temporary differences between financial and tax reporting. The Company
recognizes in the financial statements a provision for tax uncertainties, resulting from application of complex tax
regulations in multiple tax jurisdictions. The Company evaluates our deferred income taxes to determine if valuation
allowances are required using a “more likely than not” standard. This assessment considers the nature, frequency and
amount of book and taxable income and losses, the duration of statutory carryback and forward periods, future reversals
of existing taxable temporary differences and tax planning strategies, among other matters. See Note 14 to the
Consolidated Financial Statements.
OTHER COMPREHENSIVE EARNINGS (LOSSES)
The Company's Other comprehensive earnings (losses) include foreign currency translation adjustments, changes in
fair value of derivatives designated as hedges and unrecognized gains (losses) on postretirement and other
employment-related benefit plans. Accumulated other comprehensive earnings (losses) (AOCE) are presented
separately as part of shareholders' equity. See Note 13 to the Consolidated Financial Statements.
CASH AND CASH EQUIVALENTS
The Company considers investments in highly liquid debt instruments, purchased with an original maturity of 90 days
or less, to be cash equivalents.
50
CONCENTRATION OF CREDIT RISK
The Company places temporary cash investments with institutions of high credit quality and, by policy, limits the amount
of credit exposure to any one institution.
The Company has a broad customer base representing many diverse industries doing business in all regions of the
United States, Canada, Europe, Asia and Latin America. Consequently, no significant concentration of credit risk is
considered to exist.
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
Accounts receivable are stated at their estimated net realizable value. The Company establishes reserves for customer
accounts that are potentially uncollectible. The method used to estimate the allowances is based on several factors,
including the age of the receivables and the historical ratio of actual write-offs to the age of the receivables. These
analyses also take into consideration economic conditions that may have an impact on a specific industry, group of
customers or a specific customer. See Note 4 to the Consolidated Financial Statements.
INVENTORIES
Inventories are valued at the lower of cost or market. Cost is determined primarily by the last-in, first-out (LIFO) method,
which accounts for approximately 64% of total inventory. For the remaining inventory, cost is determined by the first-
in, first-out (FIFO) method.
Grainger establishes inventory reserves for obsolete inventory. Grainger regularly reviews inventory to evaluate
continued demand and identify any obsolete or excess quantities. Grainger records provisions for the difference
between excess and obsolete inventory cost and its estimated realizable value.
PROPERTY, BUILDINGS AND EQUIPMENT
Property, buildings and equipment are valued at cost. For financial statement purposes, depreciation and amortization
are recorded in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service
lives, principally on the declining-balance and sum-of-the-years-digits depreciation methods. The Company's
international businesses record depreciation expense primarily on a straight-line basis. The principal estimated useful
lives for determining depreciation are as follows:
Buildings, structures and improvements
Furniture, fixtures, machinery and equipment
10 to 30 years
3 to 10 years
Depreciation expense was $166 million, $162 million and $154 million for the years ended December 31, 2016, 2015
and 2014, respectively.
Improvements to leased property are amortized over the initial terms of the respective leases or the estimated service
lives of the improvements, whichever is shorter.
The Company capitalized interest costs of $2 million, $4 million and $2 million for the years ended December 31, 2016,
2015 and 2014, respectively.
LONG-LIVED ASSETS
The carrying value of long-lived assets, primarily property, buildings and equipment and amortizable intangibles, is
evaluated whenever events or changes in circumstances indicate that the carrying value of the asset may be impaired.
An impairment loss is recognized when estimated undiscounted future cash flows resulting from use of the asset,
including disposition, are less than the carrying value of the asset. Impairment is measured as the amount by which
the asset's carrying amount exceeds the fair value.
GOODWILL AND OTHER INTANGIBLES
Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and
liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if
circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its
carrying value.
51
The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual
or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed,
rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles
are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. The
straight-line method of amortization is used as it has been determined to approximate the use pattern of the asset.
The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are
tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized
whenever the estimated fair value of these assets is less than their carrying value. See Note 3 to the Consolidated
Financial Statements.
The Company capitalizes certain costs related to the purchase and development of internal-use software. Amortization
of capitalized software is on a straight-line basis over three or five years.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and cash equivalents, receivables and accounts payable approximate fair value due to
the short-term nature of these financial instruments. See Note 8 to the Consolidated Financial Statements for fair value
of long-term debt.
WARRANTY RESERVES
The Company generally warrants the products it sells against defects for one year. For a significant portion of warranty
claims, the manufacturer of the product is responsible for expenses. For warranty expenses not covered by the
manufacturer, the Company provides a reserve for future costs based primarily on historical experience. Warranty
reserves were $3 million at December 31, 2016 and 2015.
CONTINGENCIES
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.
NEW ACCOUNTING STANDARDS
In July 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Board (ASU) 2015-11,
Simplifying the Measurement of Inventory, which simplifies the subsequent measurement of inventory by replacing
the lower of cost or market test with a lower of cost or net realizable value (NRV) test. NRV is calculated as the estimated
selling price less reasonably predictable costs of completion, disposal and transportation. This ASU is effective for
fiscal years and for interim periods within those fiscal years beginning after December 15, 2016, and prospective
adoption is required. This ASU is not expected to have a material impact on the Company's Consolidated Financial
Statements.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments: Recognition and Measurement of Financial
Assets and Financial Liabilities. This change to the financial instrument model primarily affects the accounting for equity
investments, financial liabilities under fair value options and the presentation and disclosure requirements for financial
instruments. The effective date for the standard is for fiscal years and interim periods within those years beginning
after December 15, 2017. Certain provisions of the new guidance can be adopted early. The Company is evaluating
the impact of this ASU.
In February 2016, the FASB issued ASU 2016-02, Leases. This ASU improves transparency and comparability related
to the accounting and reporting of leasing arrangements. The guidance will require balance sheet recognition for assets
and liabilities associated with rights and obligations created by leases with terms greater than twelve months. The
effective date for the standard is for fiscal years and interim periods within those years beginning after December 15,
2018. Early adoption is permitted. The Company is evaluating the impact of this ASU.
In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures: Simplifying the
Transition to the Equity Method of Accounting.This ASU eliminates the requirement to retroactively adjust the
investment, results of operations and retained earnings when an investment qualifies for use of the equity method as
a result of an increase in the level of ownership interest or degree of influence. The amendment requires that the
investor add the cost of acquiring the additional interest to the current basis of the investor's previously held interest
and adopt the equity method of accounting as of the date the investment becomes qualified for equity method
accounting. The effective date for the standard is for fiscal years and interim periods within those years beginning after
52
December 15, 2016. The amendment should be applied prospectively and early application is permitted. This ASU is
not expected to have a material impact on the Company's Consolidated Financial Statements.
In March 2016, the FASB issued ASU 2016-09, Stock Based Compensation: Improvements to Employee Share-Based
Payment Accounting. This ASU simplifies several aspects of the accounting for employee share-based payment
transactions, including accounting for income taxes, forfeitures and statutory tax withholdings requirements, as well
as classification in the statement of cash flows. The effective date for the standard is for fiscal years and interim periods
within those years beginning after December 15, 2016. Early adoption is permitted. If early adoption is elected, all
amendments in the ASU that apply must be adopted in the same period. The Company has elected not to early adopt
this ASU. The Company expects the new guidance to impact its tax expense and dilutive shares outstanding calculation,
with a potentially dilutive impact on future earnings per share and increased period-to-period variability of net earnings.
The impact cannot be quantified due to the timing and exercise activity that will occur in future periods.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses
on Financial Instruments. This ASU affects an entity to varying degrees depending on the credit quality of the assets
held by the entity, their duration and how the entity applies current GAAP. The effective date of the amendment to the
standard is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The
Company is evaluating the impact of this ASU.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts
and Cash Payments. This ASU addresses eight specific cash flow issues with the objective of reducing the existing
diversity in practice. The effective date of the amendment to the standard is for fiscal years beginning after December
15, 2017, including interim periods within those fiscal years. This ASU is not expected to have a material impact on
the Company's Consolidated Financial Statements.
In October 2016, the FASB issued ASU 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory.
This ASU eliminates the existing exception in U.S. GAAP that prohibits the recognition of income tax consequences
for most intra-entity asset transfers. The effective date of this ASU is fiscal years beginning after December 15, 2017,
including interim periods within those fiscal years. This ASU is not expected to have a material impact on the Company's
Consolidated Financial Statements.
In October 2016, the FASB issued ASU 2016-17, Consolidation - Interests Held Through Related Parties That Are
Under Common Control. This ASU amends the consolidation guidance on how a reporting entity that is the single
decision maker of a variable interest entity (VIE) should treat indirect interests in the entity held through related parties
that are under common control with the reporting entity when determining whether it is the primary beneficiary of that
VIE. The effective date of the amendment to the standard is for fiscal years beginning after December 15, 2016,
including interim periods within those fiscal years. This ASU is not expected to have a material impact on the Company's
Consolidated Financial Statements.
In December 2016, the FASB issued ASU 2016-19, Technical Corrections and Improvements. This ASU represents
changes to clarify, correct errors or make minor improvements to the Accounting Standards Codification. The
amendments make the Accounting Standards Codification easier to understand and easier to apply by eliminating
inconsistencies and providing clarifications. Most of the amendments in this Update do not require transition guidance
and are effective upon issuance of this Update. Six amendments in this Update clarify guidance or correct references
in the Accounting Standards Codification that could potentially result in changes in current practice because of either
misapplication or misunderstanding of current guidance. Early adoption is permitted for the amendments that require
transition guidance. This ASU is not expected to have a material impact on the Company's Consolidated Financial
Statements.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a
Business. This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with
evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The
definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation.
The effective date of this ASU is for fiscal years beginning after December 15, 2017, including interim periods within
those fiscal years. The Company is evaluating the impact of this ASU.
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for
Goodwill Impairment. This ASU is to simplify how an entity is required to test goodwill for impairment. The effective
date of the amendment to the standard is for fiscal years beginning after December 15, 2017, including interim periods
53
within those fiscal years. The Company's goodwill impairment testing for the fiscal period beginning January 1, 2018,
will follow the provisions of this ASU.
REVENUE RECOGNITION STANDARDS
In July 2015, FASB announced a one-year delay in the effective date of ASU 2014-09, Revenue from Contracts with
Customers. This ASU will now be effective for interim and annual periods beginning after December 15, 2017. The
standard will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of the
ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount
that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The
ASU also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows
arising from contracts with customers. The standard permits adoption as early as the original effective date, which
was for interim and annual periods beginning after December 15, 2016.
In March 2016, the FASB issued ASU 2016-08, Revenue from Contract with Customers: Principal versus Agent
Considerations (Reporting Revenue Gross versus Net). This ASU is meant to reduce the potential for diversity in
practice arising from inconsistent application of the principal versus agent guidance as well as reduce the cost and
complexity during the transition and on an ongoing basis.
In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance
Obligations and Licensing. This ASU is meant to clarify the identification of performance obligations and the licensing
implementation guidelines, while retaining the related principles of those areas.
In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue
from Contracts with Customers. This ASU includes technical corrections and improvements to Topic 606 and other
Topics amended by Update 2014-09 to increase stakeholders’ awareness of the proposals and to expedite
improvements to ASU 2014-09.
The effective dates of ASU 2016-08, ASU 2016-10 and ASU 2016-20 are consistent with ASU 2014-09. The Company
has elected not to early adopt these ASUs. The standard permits the use of either the full retrospective or the modified
retrospective adoption method. The Company is planning to elect the modified retrospective method and recognize
the cumulative effect of initially applying the new standard as an adjustment to the opening balance of equity as of
January 1, 2018. These ASUs require expanded qualitative and quantitative disclosures of revenue and cash flows
emerging from Contracts with Customers.
The Company has evaluated the provisions of the new standard and is in the process of assessing its impact on
financial statements, information systems, business processes and financial statement disclosures. Based on initial
reviews, the standard is not expected to have a material impact on the Company's Consolidated Financial Statements.
54
NOTE 2 - BUSINESS ACQUISITIONS AND DIVESTITURES
On September 1, 2015, the Company acquired all of the issued share capital of Cromwell Group (Holdings) Limited
(Cromwell). With sales of £285 million ($437 million) for fiscal year ending August 31, 2015, prior to the acquisition,
Cromwell was the largest independent MRO distributor in the United Kingdom. This acquisition brings together
Cromwell's product strength and customer relationships with Grainger's expertise in supply chain and eCommerce to
accelerate growth in the core and online Cromwell business. The Company paid £310 million ($464 million), subject
to customary adjustments, for the Cromwell acquisition. The acquisition was partially funded with newly issued debt
in the United Kingdom. The goodwill recorded in the acquisition totaled approximately $123 million. The goodwill is
not deductible for tax purposes. The intangibles recorded in the acquisition consisted primarily of tradename
(approximately $84 million) and customer relationships (approximately $132 million) intangibles. The tradename is
deemed to have an indefinite life and the customer relationship will be amortized over 15 years. The purchase price
allocation has been finalized during 2016 and the impact to the consolidated financial statements was not material.
Disclosure of pro forma results was not required.
During 2014, the Company announced plans to close the business in Brazil. In 2014, the Company recorded shutdown
costs of $29 million in the Consolidated Statement of Earnings, including $9 million reclassified from Accumulated
other comprehensive earnings (losses) related to foreign currency translation losses from the consolidation of the
business unit.
NOTE 3 - GOODWILL AND OTHER INTANGIBLE ASSETS
The balances and changes in the carrying amount of Goodwill by segment are as follows (in thousands of dollars):
United States
Canada
Other
Businesses
Total
Balance at January 1, 2015
Acquisitions
Translation
Balance at December 31, 2015
Acquisitions and Purchase Price
Adjustments
Impairment
Translation
Balance at December 31, 2016
Cumulative goodwill impairment
charges, January 1, 2016
Goodwill impairment charges
Cumulative goodwill impairment
charges, December 31, 2016
$
$
$
$
$
$
$
202,020
—
—
202,020
—
—
—
202,020
17,038
—
$
$
$
141,189
—
(22,660)
118,529
—
—
3,611
122,140
32,265
—
$
$
$
163,696
114,903
(16,812)
261,787
8,362
(47,244)
(19,915)
202,990
23,055
47,244
506,905
114,903
(39,472)
582,336
8,362
(47,244)
(16,304)
527,150
72,358
47,244
17,038
$
32,265
$
70,299
$
119,602
Business acquisitions result in the recording of goodwill and identified intangible assets that affect the amount of
amortization expense and possible impairment write-downs that may occur in future periods. Grainger annually reviews
goodwill and intangible assets with indefinite lives for impairment in the fourth quarter and when events or changes in
circumstances indicate the carrying value of these assets might exceed their current fair values. Grainger tests for
goodwill impairment at the reporting unit level and performs a qualitative assessment of factors such as a reporting
unit's current performance and overall economic conditions to determine if it is more likely than not that the goodwill
might be impaired and whether it is necessary to perform the two-step quantitative goodwill impairment test. In the
two-step test, Grainger compares the carrying value of assets of the reporting unit to its calculated fair value. If the
carrying value of assets of the reporting unit exceeds its calculated fair value, the second step is performed, where
the implied fair value of goodwill is compared to the carrying value of that goodwill, to determine the amount of
impairment.
The fair value of reporting units is calculated primarily using the discounted cash flow (DCF) method and incorporating
value indicators from a market approach to evaluate the reasonableness of the resulting fair values. The DCF method
incorporates various assumptions including the amount and timing of future expected cash flows, including revenues,
55
gross margins, operating expenses, capital expenditures and working capital based on operational budgets, long-
range strategic plans and other estimates. The terminal value growth rate is used to calculate the value of cash flows
beyond the last projected period and reflects management’s best estimates for perpetual growth for the reporting units.
Estimates of market-participant risk-adjusted weighted average cost of capital are used as a basis for determining the
discount rates to apply to the reporting units’ future expected cash flows and terminal value.
Grainger completed its annual goodwill impairment testing during the fourth quarter. For all of the Company’s reporting
units, the estimated fair values substantially exceeded the carrying values, except for the Fabory reporting unit. As of
the 2015 test, the fair value of the Fabory reporting unit exceeded its $106 million carrying value by 15%. During the
current year testing, Grainger considered Fabory’s performance and the revised outlook. Prior branch rationalization
initiatives and structural changes in the business contributed to cost improvements. However, declines in sales,
primarily in the Netherlands and France, and price pressure contributed to lower earnings for the year. The current
year business performance and revised financial projections also reflect market conditions, which continued to be
negatively impacted by the downturn in oil and gas and maritime industries in the Netherlands, Fabory’s largest market.
The revised outlook and uncertainty beyond 2016 were factored into lower earnings, cash flow projections and long-
term expectations for Fabory’s future performance, resulting in the calculated fair value of the reporting unit below its
carrying value in step one of the two-step quantitative test, and step two impairment calculations were required. As
a result, the Company recorded a $47 million goodwill impairment charge with no tax benefit due to the nondeductibility
of goodwill in the relevant taxing jurisdictions. The risk of potential failure of step one of the impairment test for Fabory’s
remaining goodwill of $55 million as of December 31, 2016, is highly dependent upon a number of assumptions included
in the determination of the reporting unit’s fair value. Changes in assumptions regarding discount rate and future
performance may have a significant impact on the fair value of the reporting unit in the future. If future earnings and
cash flow projections are not achieved or unfavorable economic environment continues in Fabory’s key markets, future
impairment of the remaining goodwill or intangible assets could result.
The balances and changes in Intangible assets - net are as follows (in thousands of dollars):
As of December 31,
2016
2015
Weighted
average
life
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Customer lists
and
relationships
Trademarks,
trade names
and other
Non-amortized
trade names
and other
Capitalized
software
Total
intangible
assets
14.2 years $ 424,405 $
175,112 $ 249,293
$ 452,429
$
148,424 $ 304,005
13.8 years
25,353
14,262
11,091
25,764
13,051
12,713
128,282
— 128,282
146,576
—
146,576
4.2 years
571,978
374,518
197,460
504,283
319,567
184,716
8.5 years $ 1,150,018 $
563,892
$ 586,126
$ 1,129,052
$
481,042 $ 648,010
Capitalized software of $185 million was previously reported in Other Assets as of December 31, 2015. The amount
was reclassified to Intangibles - net to conform to the 2016 presentation.
Amortization expense recognized on intangible assets was $82 million, $65 million and $54 million for the years ended
December 31, 2016, 2015 and 2014, respectively, and is included in Warehousing, marketing and administrative
expenses on the Consolidated Statement of Earnings.
56
Estimated amortization expense for future periods is as follows (in thousands of dollars):
Year
2017
2018
2019
2020
2021
Thereafter
$
Expense
85,791
75,502
58,309
43,488
31,716
163,038
NOTE 4 - ALLOWANCE FOR DOUBTFUL ACCOUNTS
The following table shows the activity in the allowance for doubtful accounts (in thousands of dollars):
Balance at beginning of period
Provision for uncollectible accounts
Write-off of uncollectible accounts, net of recoveries
Business acquisitions, foreign currency and other
Balance at end of period
NOTE 5 - INVENTORIES
For the Years Ended December 31,
2016
2015
$
$
22,288
16,216
(11,248)
(566)
26,690
$
$
22,121
10,181
(10,495)
481
22,288
Inventories primarily consist of merchandise purchased for resale. Inventories would have been $382 million and $388
million higher than reported at December 31, 2016 and 2015, respectively, if the FIFO method of inventory accounting
had been used for all Company inventories. Net earnings would have decreased by $3 million and $1 million, and
increased by $1 million for the years ended December 31, 2016, 2015 and 2014, respectively, using the FIFO method
of accounting. Inventory values using the FIFO method of accounting approximate replacement cost. The Company
provides reserves for excess and obsolete inventory.
The following table shows the activity in the reserves for excess and obsolete inventory (in thousands of dollars):
For the Years Ended December 31,
2016
2015
Balance at beginning of period
Provision for excess and obsolete inventory
Disposal of unsaleable inventory
Business acquisitions, foreign currency and other
Balance at end of period
$
$
(168,105)
(58,485)
30,161
4,915
(191,514)
$
$
(136,748)
(35,165)
24,046
(20,238)
(168,105)
NOTE 6 - RESTRUCTURING RESERVES
The Company recorded employee termination benefits with the majority expected to be paid through 2017 related to
the restructuring. Severance costs of approximately $34 million and $30 million were recorded in the years ended
December 31, 2016 and 2015, respectively, and are included in Warehousing, marketing and administrative expenses.
The reserve balance as of December 31, 2016 and 2015 was approximately $23 million and $24 million, respectively,
and is included in Accrued Compensation and Benefits.
57
NOTE 7 - SHORT-TERM DEBT
Short-term debt consisted of the following (in thousands of dollars):
Lines of Credit
Outstanding at December 31
Maximum month-end balance during the year
Weighted average interest rate during the year
Weighted average interest rate at December 31
Commercial Paper
Outstanding at December 31
Maximum month-end balance during the year
Weighted average interest rate during the year
Weighted average interest rate at December 31
As of December 31,
2016
2015
$
$
$
$
16,392
24,722
4.04%
5.13%
369,748
629,712
0.50%
0.69%
$
$
$
$
23,072
47,802
4.37%
3.16%
330,000
330,000
0.23%
0.47%
Lines of Credit
The Company's U.S. business had a committed line of credit of $900 million in 2016 and 2015 for which the Company
paid a commitment fee of 0.07% in 2016 and 2015. This line of credit supports the issuance of commercial paper. The
current line is due to expire in August 2018.
Foreign subsidiaries also utilize lines of credit to meet business growth and operating needs. The Company had $88
million and $100 million of uncommitted lines of credit at December 31, 2016 and 2015, respectively.
Commercial Paper
The Company issued commercial paper for general working capital needs.
Letters of Credit
The Company's U.S. business had $30 million and $29 million of letters of credit at December 31, 2016 and 2015,
respectively, primarily related to the Company's insurance program. Letters of credit were also issued to facilitate
purchases of products. These issued amounts were $5 million and $3 million at December 31, 2016 and 2015,
respectively. Letters of credit issued by the Company's international businesses were immaterial.
58
NOTE 8 - LONG-TERM DEBT
Long-term debt consisted of the following (in thousands of dollars):
4.60% senior notes due 2045
3.75% senior notes due 2046
U.S. dollar term loan
British pound term loan and revolving credit facility
Euro term loan and revolving credit facility
Canadian dollar revolving credit facility
Other
Less current maturities
Debt issuance costs and discounts
As of December 31,
2016
2015
$
1,000,000
$
1,000,000
400,000
—
187,506
120,900
100,521
71,109
1,880,036
(19,966)
(19,124)
—
114,614
235,808
114,030
108,389
75,866
1,648,707
(247,346)
(12,947)
$
1,840,946
$
1,388,414
Senior Notes
On May 16, 2016, the Company issued $400 million of unsecured 3.75% Senior Notes (3.75% Notes) that mature on
May 15, 2046. The 3.75% Notes require no principal payments until the maturity date and interest is payable semi-
annually on May 15 and November 15, beginning on November 15, 2016. Prior to November 15, 2045, the Company
may redeem the 3.75% Notes in whole at any time or in part from time to time at a “make-whole” redemption price.
This redemption price is calculated by reference to the then-current yield on a U.S. treasury security with a maturity
comparable to the remaining term of the 3.75% Notes plus 20 basis points, together with accrued and unpaid interest,
if any, to the redemption date. Additionally, if the Company experiences specific kinds of changes in control, it will be
required to make an offer to purchase the 3.75% Notes at 101% of their principal amount plus accrued and unpaid
interest, if any, to the date of purchase. On or after November 15, 2045, the Company may redeem the 3.75% Notes
in whole at any time or in part from time to time at 100% of their principal amount, together with accrued and unpaid
interest, if any, to the redemption date. Costs and discounts of approximately $7 million associated with the issuance
of the 3.75% Notes, representing underwriting fees and other expenses, have been recorded as a contra-liability within
Long-term debt and will be amortized to interest expense over the term of the 3.75% Notes. The fair value of the 3.75%
Notes was approximately $371 million as of December 31, 2016.
On June 11, 2015, the Company issued $1 billion of unsecured 4.60% Senior Notes (4.60% Notes) that mature on
June 15, 2045. The 4.60% Notes require no principal payments until the maturity date and interest is payable semi-
annually on June 15 and December 15, beginning on December 31, 2015. Prior to December 15, 2044, the Company
may redeem the 4.60% Notes in whole at any time or in part from time to time at a “make-whole” redemption price.
This redemption price is calculated by reference to the then-current yield on a U.S. treasury security with a maturity
comparable to the remaining term of the 4.60% Notes plus 25 basis points, together with accrued and unpaid interest,
if any, to the redemption date. Additionally, if the Company experiences specific kinds of changes in control, it will be
required to make an offer to purchase the 4.60% Notes at 101% of their principal amount plus accrued and unpaid
interest, if any, to the date of purchase. On or after December 15, 2044, the Company may redeem the 4.60% Notes
in whole at any time or in part from time to time at 100% of their principal amount, together with accrued and unpaid
interest, if any, to the redemption date. Costs and discounts of approximately $11 million associated with the issuance
of the 4.60% Notes, representing underwriting fees and other expenses, have been recorded as a contra-liability within
Long-term debt and will be amortized to interest expense over the term of the 4.60% Notes. The fair value of the 4.60%
Notes was approximately $1.1 billion and $1 billion as of December 31, 2016 and 2015, respectively.
59
The estimated fair value of the Company’s 3.75% Notes and 4.60% Notes was based on available external pricing
data and current market rates for similar debt instruments, among other factors, which are classified as level 2 inputs
within the fair value hierarchy. The carrying value of other long-term debt approximates fair value due to the variable
interest rates.
U.S. Dollar Term Loan
In January 2016, the Company exercised its option to prepay the U.S. dollar loan and paid off the remaining balance
of the loan.
British Pound Term Loan and Revolving Credit Facility
On August 26, 2015, the Company entered into an unsecured credit facilities agreement providing for a five-year term
loan of £160 million and revolving credit facility of £20 million. Proceeds of the term loan were used to partially fund
the acquisition of Cromwell and to pay certain costs related to the acquisition. Under the agreement, the principal
amount of the term loan will be repaid semiannually in installments of £4 million beginning February 2016 through
February 2020 with the remaining outstanding amount due August 2020. At the election of the Company, the term loan
bears interest at the London Interbank Offered Rate (LIBOR) Rate plus the Applicable Margin as defined within the
term loan agreement. At December 31, 2016, the Company had elected a one-month LIBOR Interest Period. The
weighted average interest rate was 1.17% and 1.26% for the years ended December 31, 2016 and 2015, respectively.
The Company has the right to obtain advances under the revolving credit facility, which will be used for general corporate
and working capital purposes. Pursuant to the credit agreement, there is a commitment fee of 0.26% as of December
31, 2016. There is no balance outstanding on the revolving credit facility as of December 31, 2016.
Euro Term Loan and Revolving Credit Facility
On August 31, 2016, the Company entered into an agreement for a five year term loan of €110 million and a revolving
credit facility of up to €20 million. The proceeds from the term loan were used to pay in full €102.5 M of a term loan
that matured in August 2016, which was entered into to partially fund the acquisition of Fabory in 2011. Under the
agreement, no principal amount of the loan will be required to be paid until the loan becomes due on August 31, 2021,
at which time the loan will be required to be paid in full. The Company, at its option, may prepay this term loan in whole
or in part at the end of any interest period without penalty. The loan bears interest at the Euro Interbank Offered Rate
(EURIBOR) plus a margin of 45 basis points. If EURIBOR is less than zero, then EURIBOR will be deemed to be zero.
The interest rate at December 31, 2016, was 0.45%. Costs of approximately €0.5 million associated with the issuance
of the term loan, representing arrangement fees and other expenses, have been recorded as a contra-liability within
Long-term debt and will be amortized to interest expense over the life of the term loan. The revolving credit facility
must generally be paid at the conclusion of each interest period as defined in the facility agreement. This facility will
bear interest at EURIBOR plus a margin of 35 basis points.
The Company has the right to obtain advances under the revolving credit facility, which will be used for general corporate
and working capital purposes. Pursuant to the credit agreement, there is a commitment fee of 0.1225% as of December
31, 2016. There is €5M outstanding on the revolving credit facility as of December 31, 2016. The interest rate on the
outstanding amount at December 31, 2016, was 0.35%.
Canadian Dollar Revolving Credit Facility
In September 2014, the Company entered into an unsecured revolving credit facility with a maximum availability of
C$175 million. Pursuant to the credit agreement, there is a commitment fee of 0.07% as of December 31, 2016, and
the facility matures on September 24, 2019. As of December 31, 2016 and 2015, the Company had drawn C$135
million and C$150 million, respectively, under the facility for the purpose of repaying an intercompany loan and to fund
general working capital needs. The weighted average interest rate during the year on this outstanding amount was
1.59%. No principal payments are required on the credit facility until the maturity date.
60
The scheduled aggregate principal payments related to long-term debt, excluding debt issuance costs, are due as
follows (in thousands of dollars):
Year
2017
2018
2019
2020
2021
Thereafter
Total
Payment Amount
$
$
19,966
29,339
128,670
179,322
115,743
1,406,996
1,880,036
The Company's debt instruments include affirmative and negative covenants that are usual and customary for
companies with similar credit ratings. The Company was in compliance with all debt covenants as December 31, 2016.
NOTE 9 - EMPLOYEE BENEFITS
The Company provides various retirement benefits to eligible employees, including contributions to defined contribution
plans, pension benefits associated with defined benefit plans, postretirement medical benefits and other benefits.
Eligibility requirements and benefit levels vary depending on employee location. Various foreign benefit plans cover
employees in accordance with local legal requirements.
Defined Contribution Plans
A majority of the Company's U.S. employees are covered by a noncontributory profit-sharing plan. Effective January
1, 2016, the plan was amended to better align Company contributions to Company performance and now includes
two components, a variable annual contribution based on a rate of return on invested capital and an automatic
contribution equal to 3% of total eligible compensation to a 401(k) plan. In addition, employees covered by the plan
are also able to make personal contributions to the 401(k) plan. The total Company contribution will be maintained at
a minimum of 8% and a maximum of 18% of total eligible compensation paid to eligible employees. The total profit-
sharing plan expense was $84 million, $121 million and $175 million for 2016, 2015 and 2014, respectively.
The Company sponsors additional defined contribution plans available to certain U.S. and foreign employees for which
contributions are paid by the Company and participating employees. The expense associated with these defined
contribution plans totaled $12 million, $11 million and $15 million for 2016, 2015 and 2014, respectively.
Defined Benefit Plans and Other Retirement Plans
The Company sponsors defined benefit plans available to certain foreign employees. The cost of these programs is
not significant to the Company. In certain countries, pension contributions are made to government-sponsored social
security pension plans in accordance with local legal requirements. For these plans, the Company has no continuing
obligations other than the payment of contributions.
Postretirement Benefits
The Company has a postretirement healthcare benefits plan that provides coverage for a majority of its U.S. employees
hired prior to January 1, 2013, and their dependents should they elect to maintain such coverage upon retirement.
Covered employees become eligible for participation when they qualify for retirement while working for the Company.
Participation in the plan is voluntary and requires participants to make contributions toward the cost of the plan, as
determined by the Company.
61
The net periodic benefits costs charged to operating expenses, which were valued with a measurement date of January
1 for each year, consisted of the following components (in thousands of dollars):
For the Years Ended December 31,
2015
2014
2016
Service cost
Interest cost
Expected return on assets
Amortization of prior service credit
Amortization of transition asset
Amortization of unrecognized losses
Net periodic benefits costs
$
$
8,238
9,855
(10,113)
(6,688)
—
129
1,421
$
$
10,128
9,649
(10,375)
(6,801)
—
1,512
4,113
$
$
9,005
10,549
(8,237)
(7,254)
(143)
779
4,699
Reconciliations of the beginning and ending balances of the postretirement benefit obligation, which is calculated as
of December 31 measurement date, the fair value of plan assets available for benefits and the funded status of the
benefit obligation follow (in thousands of dollars):
Benefit obligation at beginning of year
$
Service cost
Interest cost
Plan participants' contributions
Actuarial losses (gains)
Benefits paid
Prescription drug rebates
Benefit obligation at end of year
Plan assets available for benefits at beginning of year
Actual returns on plan assets
Employer's contributions
Plan participants' contributions
Benefits paid
Prescription drug rebates
Plan assets available for benefits at end of year
2016
2015
$
239,348
8,238
9,855
2,943
13,218
(9,439)
865
265,028
155,611
13,557
—
2,774
(9,262)
865
163,545
282,917
10,128
9,649
2,754
(58,251)
(8,739)
890
239,348
156,015
1,635
2,747
2,754
(8,430)
890
155,611
Noncurrent postretirement benefit obligation
$
101,483
$
83,737
The amounts recognized in AOCE consisted of the following (in thousands of dollars):
Prior service credit
Unrecognized losses
Deferred tax (liability)
Net accumulated gains
As of December 31,
2016
2015
$
$
53,814
(12,656)
(15,861)
25,297
$
$
60,502
(3,015)
(22,134)
35,353
The $10 million increase in unrecognized losses was primarily driven by a decrease in the discount rate and revised
healthcare cost trends, partially offset by a change in the mortality improvement tables used and a change in per capita
costs.
62
The components of AOCE related to the postretirement benefit costs that will be amortized into net periodic
postretirement benefit costs in 2017 are estimated as follows (in thousands of dollars):
Amortization of prior service credit
Amortization of unrecognized losses
Estimated amount to be amortized from AOCE into net periodic
postretirement benefit costs
2017
(6,492)
937
(5,555)
$
$
The Company has elected to amortize the amount of net unrecognized gains (losses) over a period equal to the
average remaining service period for active plan participants expected to retire and receive benefits of approximately
13.5 years for 2016.
The benefit obligation was determined by applying the terms of the plan and actuarial models. These models include
various actuarial assumptions, including discount rates, long-term rates of return on plan assets, healthcare cost trend
rate and cost-sharing between the Company and the retirees. The Company evaluates its actuarial assumptions on
an annual basis and considers changes in these long-term factors based upon market conditions and historical
experience.
The following assumptions were used to determine net periodic benefit costs at January 1:
Discount rate
Long-term rate of return on plan assets, net of tax
Initial healthcare cost trend rate
Ultimate healthcare cost trend rate
Year ultimate healthcare cost trend rate reached
For the Years Ended December 31,
2014
2015
2016
4.20%
6.65%
7.00%
4.50%
2026
3.89%
6.65%
7.25%
4.50%
2026
4.90%
5.70%
7.50%
4.50%
2026
The following assumptions were used to determine benefit obligations at December 31:
Discount rate
Expected long-term rate of return on plan assets, net of tax
Initial healthcare cost trend rate
Ultimate healthcare cost trend rate
Year ultimate healthcare cost trend rate reached
2016
2015
2014
4.00%
7.13%
6.81%
4.50%
2026
4.20%
6.65%
7.00%
4.50%
2026
3.89%
6.65%
7.25%
4.50%
2026
The discount rate assumptions reflect the rates available on high-quality fixed income debt instruments as of December
31, the measurement date of each year. These rates have been selected due to their similarity to the duration of the
projected cash flows of the postretirement healthcare benefit plan. As of December 31, 2016, the Company decreased
the discount rate from 4.20% to 4.00% to reflect the decrease in the market interest rates, which contributed to the
unrealized actuarial loss at December 31, 2016. As of December 31, 2016, the Company changed the mortality
improvement table used to project mortality rates into the future from Mortality Table RP-2014 with Mortality
Improvement Scale MB 2015 to Mortality Table RPH-2014 with Mortality Improvement Scale MP 2016, which was
published by the Society of Actuaries and reflects the most recent updates to life expectancies. RPH-2014 Table is a
headcount weighted table, which is also more appropriate for a postretirement healthcare benefit plan. The Company
reviews external data and its own historical trends for healthcare costs to determine the healthcare cost trend rates.
As of December 31, 2016, Grainger adopted a new healthcare trend rate to include a pre and post age 65 trend rates.
Post age 65, prescription drug costs, primarily specialty drugs, are expected to increase the cost of healthcare more
significantly than medical expenses. The alternative trend rates allow for a better estimate of expected costs for this
plan. As of December 31, 2016, the initial healthcare cost trend rate was 6.81% for pre age 65 and 9.36% for post
63
age 65. The healthcare costs trend rates decline each year until reaching the ultimate trend rate of 4.50%. Assumed
healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plans. A 1 percentage
point change in assumed healthcare cost trend rates would have the following effects on 2016 results (in thousands
of dollars):
Effect on total service and interest cost
Effect on postretirement benefit obligation
1 Percentage Point
Increase
$
1,411
27,542
(Decrease)
$
(1,162)
(22,748)
The Company has established a Group Benefit Trust (Trust) to fund the plan obligations and process benefit payments.
All assets of the Trust are invested in equity funds designed to track to either the Standard & Poor's 500 Index (S&P
500) or the Total International Composite Index. The Total International Composite Index tracks non-U.S. stocks within
developed and emerging market economies. This investment strategy reflects the long-term nature of the plan obligation
and seeks to take advantage of the earnings potential of equity securities in the global markets and intends to reach
a balanced allocation between U.S. and non-U.S. equities. The plan's assets are stated at fair value, which represents
the net asset value of shares held by the plan in the registered investment companies at the quoted market prices
(Level 1 input). The plan assets available for benefits are net of Trust liabilities, primarily related to deferred income
taxes and taxes payable at December 31 (in thousands of dollars):
Registered investment companies:
Fidelity Spartan U.S. Equity Index Fund
Vanguard 500 Index Fund
Vanguard Total International Stock
Plan Assets
Trust liabilities
Plan assets available for benefits
2016
2015
$ 70,950
87,587
24,056
182,593
(19,048)
$ 163,545
$ 70,973
78,254
22,976
172,203
(16,592)
$ 155,611
The Company uses the long-term historical return on the plan assets and the historical performance of the S&P 500
and the Total International Composite Index to develop its expected return on plan assets. The Company increased
the after-tax expected long-term rates of return on plan assets from 6.65% to 7.13% at December 31, 2016, based on
the historical average of long-term rates of return and a lower estimated tax rate. This change was due to the nature
of the taxable income earned on Trust investments. The required use of an expected long-term rate of return on plan
assets may result in recognition of income that is greater or less than the actual return on plan assets in any given
year. Over time, however, the expected long-term returns are designed to approximate the actual long-term returns
and, therefore, result in a pattern of income recognition that more closely matches the pattern of the services provided
by the employees.
The Company's investment policies include periodic reviews by management and trustees at least annually concerning:
(1) the allocation of assets among various asset classes (e.g., domestic stocks, international stocks, short-term bonds,
long-term bonds, etc.); (2) the investment performance of the assets, including performance comparisons with
appropriate benchmarks; (3) investment guidelines and other matters of investment policy and (4) the hiring, dismissal
or retention of investment managers.
The funding of the Trust is an estimated amount that is intended to allow the maximum deductible contribution under
the Internal Revenue Code of 1986 (IRC), as amended. There are zero minimum funding requirements and the
Company intends to follow its practice of funding the maximum deductible contribution under the IRC.
64
The Company forecasts the following benefit payments related to postretirement (which include a projection for
expected future employee service) for the next ten years (in thousands of dollars):
Year
2017
2018
2019
2020
2021
2022-2026
Estimated Gross
Benefit
Payments
$
8,211
9,236
10,212
11,428
12,692
78,216
NOTE 10 - LEASES
The Company leases certain land, buildings and equipment under noncancellable operating leases that expire at
various dates through 2036. Capital leases as of December 31, 2016, are not considered material. Many of the building
leases obligate the Company to pay real estate taxes, insurance and certain maintenance costs, and contain multiple
renewal provisions, exercisable at the Company's option. Leases that contain predetermined fixed escalations of the
minimum rentals are recognized in rental expense on a straight-line basis over the lease term. Cash or rent abatements
received upon entering into certain operating leases are also recognized on a straight-line basis over the lease term.
At December 31, 2016, the approximate future minimum lease payments for all operating leases were as follows (in
thousands of dollars):
Year
2017
2018
2019
2020
2021
Thereafter
Total minimum payments required
Less amounts representing sublease income
Future Minimum
Lease Payments
59,045
$
45,504
32,616
15,358
10,333
15,469
178,325
(4,063)
174,262
$
Rent expense was $81 million for 2016 and $77 million for 2015 and 2014, respectively. These amounts are net of
sublease income of $2 million for each 2016, 2015 and 2014.
65
NOTE 11 - STOCK INCENTIVE PLANS
The Company maintains stock incentive plans under which the Company may grant a variety of incentive awards to
employees and directors. Non-qualified stock options, performance shares, restricted stock units and deferred stock
units have been granted and are outstanding under these plans. In 2015, the Company approved the 2015 Incentive
Plan (Plan), which replaced all prior active plans. The Plan authorizes the granting of options to purchase shares at a
price equal to the closing market price on the date of the grant. As of December 31, 2016, there were 2.9 million shares
available for grant under the plans. When options are exercised, shares of the Company’s treasury stock are issued.
Pretax stock-based compensation expense was $35 million, $43 million and $46 million in 2016, 2015 and 2014,
respectively, and is included in Warehousing, marketing and administrative expenses. Related income tax benefits
recognized in earnings were $11 million, $13 million and $15 million in 2016, 2015 and 2014, respectively.
Options
The Company issues stock option grants to certain employees as part of their incentive compensation. Option awards
are granted with an exercise price equal to the closing market price of the Company's stock on the last trading day
preceding the date of grant. The options generally vest over three years, although accelerated vesting is provided in
certain circumstances. Awards generally expire 10 years from the grant date. Transactions involving stock options are
summarized as follows:
Outstanding at January 1, 2014
Granted
Exercised
Canceled or expired
Outstanding at December 31, 2014
Granted
Exercised
Canceled or expired
Outstanding at December 31, 2015
Granted
Exercised
Canceled or expired
Outstanding at December 31, 2016
Shares Subject
to Option
Weighted
Average
Price Per
Share
2,850,455
257,693
(479,452)
(45,892)
2,582,804
294,522
(587,441)
(63,599)
2,226,286
294,874
(317,110)
(80,014)
2,124,036
$
$
$
$
$
$
$
$
$
$
$
$
$
132.67
248.21
100.33
199.80
149.01
232.20
105.08
216.76
169.96
234.25
108.28
210.01
186.59
Options
Exercisable
1,652,417
1,647,903
1,411,460
1,346,707
At December 31, 2016, there was $8.6 million of total unrecognized compensation expense related to nonvested option
awards, which the Company expects to recognize over a weighted average period of 1.8 years.
The following table summarizes information about stock options (in thousands of dollars):
Fair value of options exercised
$
8,086
$
Total intrinsic value of options exercised
Fair value of options vested
Settlements of options exercised
35,800
14,535
34,573
14,423
73,671
16,047
61,863
$
11,167
71,924
16,115
47,974
For the years ended December 31,
2016
2015
2014
66
Information about stock options outstanding and exercisable as of December 31, 2016, is as follows:
Range of
Exercise
Prices
$72.14 -
$85.82
$102.26 -
$196.31
$204.01 -
$262.14
Options Outstanding
Weighted Average
Options Exercisable
Weighted Average
Remaining
Contractual
Life
Exercise
Price
Intrinsic
Value
(000's)
Number
Remaining
Contractual
Life
Exercise
Price
Intrinsic
Value
(000's)
Number
261,307
1.85 years
$ 80.95
$ 39,536
261,307
1.85 years
$ 80.95
$ 39,536
549,608
3.75 years
$ 125.86
58,471
549,608
3.75 years
$ 125.86
58,471
1,313,121
7.34 years
$ 233.03
(1,020)
535,792
5.86 years
$ 226.51
(22)
2,124,036
5.73 years
$ 186.59
$ 96,987
1,346,707
4.22 years
$ 157.19
$ 97,985
The Company uses a binomial lattice option pricing model for the valuation of stock options. The weighted average
fair value of options granted in 2016, 2015 and 2014 was $44.94, $46.67 and $53.43, respectively. The fair value of
each option granted in 2016, 2015 and 2014 used the following assumptions:
Risk-free interest rate
Expected life
Expected volatility
Expected dividend yield
For the years ended December 31,
2016
1.4%
6 years
24.5%
2.0%
2015
1.5%
6 years
24.9%
1.9%
2014
2.0%
6 years
25.0%
1.7%
The risk-free interest rate is selected based on yields from U.S. Treasury zero-coupon issues with a remaining term
approximately equal to the expected term of the options being valued. The expected life selected for options granted
during each year presented represents the period of time that the options are expected to be outstanding based on
historical data of option holder exercise and termination behavior. Expected volatility is based upon implied and historical
volatility of the Company's closing stock price over a period equal to the expected life of each option grant. Historical
Company information is also the primary basis for selection of expected dividend yield assumptions.
Performance Shares
The Company awards performance-based shares to certain executives. Receipt of Company stock is contingent
upon the Company meeting sales growth and/or return on invested capital (ROIC) goals. Each participant is
granted a target number of shares; however the number of shares actually awarded at the end of the performance
period can fluctuate from the target award, based upon achievement of the sales or ROIC goals.
67
Performance share value is based upon closing market prices on the last trading day preceding the date of award and
is charged to earnings on a ratable basis over the vesting period, primarily three, and up to seven years for certain
awards, based on the number of shares expected to vest. Holders of performance share awards are not entitled to
receive cash payments equivalent to cash dividends. If the performance shares vest, they will be settled by the
Company's issuance of common stock in exchange for the performance shares on a one-for-one basis.
The following table summarizes the transactions involving performance-based share awards:
2016
2015
2014
Beginning nonvested
shares outstanding
Issued
Canceled
Vested
Ending nonvested shares
outstanding
Shares
73,160
60,414
(11,724)
(23,510)
98,340
$
$
$
$
$
Weighted
Average
Price Per
Share
232.72
191.38
241.41
242.65
Shares
57,236
47,264
(13,108)
(18,232)
Weighted
Average
Price Per
Share
220.00
227.26
215.01
191.36
$
$
$
$
$
Shares
57,533
32,194
(6,835)
(25,656)
Weighted
Average
Price Per
Share
$
$
$
$
$
185.02
242.65
190.90
177.75
220.00
203.91
73,160
232.72
57,236
At December 31, 2016, there was $11.5 million of total unrecognized compensation expense related to performance-
based share awards that the Company expects to recognize over a weighted average period of 3.2 years.
Restricted Stock Units (RSUs)
The Company awards restricted stock units (RSUs) to certain employees and executives. RSUs granted vest over
periods from three to seven years from issuance, although accelerated vesting is provided in certain instances. Holders
of RSUs are entitled to receive non-forfeitable cash payments equivalent to cash dividends and other distributions
paid with respect to common stock. RSUs are settled by the issuance of the Company's common stock on a one-for-
one basis. Compensation expense related to RSUs is based upon the closing market price on the last trading day
preceding the date of award and is charged to earnings on a straight-line basis over the vesting period. The following
table summarizes RSU activity:
2016
2015
2014
Weighted
Average
Price Per
Share
Weighted
Average
Price Per
Share
Shares
Weighted
Average
Price Per
Share
Shares
Shares
432,783 $
113,909 $
(62,869) $
(110,420) $
373,403 $
213.45
230.36
229.70
193.51
221.77
560,351 $ 182.40
739,717 $
154.09
104,220 $ 234.21
103,427 $
248.12
(38,124) $ 219.74
(51,410) $
170.98
(193,664) $ 133.56
(231,383) $
123.82
432,783 $ 213.45
560,351 $
182.40
Beginning nonvested units
Issued
Canceled
Vested
Ending nonvested units
Fair value of shares vested
$21,367
$25,865
$28,650
At December 31, 2016, there was $43 million of total unrecognized compensation expense related to nonvested RSUs
that the Company expects to recognize over a weighted average period of 3.0 years.
68
NOTE 12 - CAPITAL STOCK
The Company had no shares of preferred stock outstanding as of December 31, 2016 and 2015. The activity related
to outstanding common stock and common stock held in treasury was as follows:
Balance at beginning of period
Exercise of stock options
Settlement of restricted stock units, net of 41,128 and
73,496 shares retained, respectively
Settlement of performance share units, net of 6,765
and 9,971 shares retained, respectively
Purchase of treasury shares
Balance at end of period
2016
2015
Outstanding
Common
Stock
Treasury
Stock
Outstanding
Common
Stock
Treasury
Stock
62,028,708
47,630,511
67,432,041
42,227,178
315,171
(315,171)
580,947
(580,947)
78,310
(78,310)
145,757
(145,757)
11,806
(3,629,681)
58,804,314
(11,806)
15,956
(15,956)
3,629,681
(6,145,993)
6,145,993
50,854,905
62,028,708
47,630,511
69
NOTE 13 - ACCUMULATED OTHER COMPREHENSIVE EARNINGS (LOSSES) (AOCE)
The components of AOCE consisted of the following (in thousands of dollars):
Foreign
Currency
Translation
Defined
Postretirement
Benefit Plan
Other
Employment-
related
Benefit Plans
Other
Total
Foreign
Currency
Translation
Attributable to
Noncontrolling
Interests
AOCE
Attributable
to W.W.
Grainger,
Inc.
$
(7,297) $
34,887 $
(8,811) $
(2,971) $
15,808 $
(13,106) $
28,914
(124,065)
(22,667)
(1,462)
786
(147,408)
(9,880)
(137,528)
9,042
(6,617)
9,295
—
2,545
(2,324)
—
—
11,720
221
—
—
11,720
221
$
(115,023) $
(26,739) $
5,509 $
786 $ (135,467) $
(9,880) $ (125,587)
Balance at January
1, 2014, net of tax
Other comprehensive
earnings (loss)
before
reclassifications,
net of tax
Amounts reclassified
to Warehousing,
marketing and
administrative
expenses
Amounts reclassified
to Income Taxes
Net current period
activity
Balance at December
31, 2014, net of tax $
(122,320) $
8,148 $
(3,302) $
(2,185) $ (119,659) $
(22,986) $
(96,673)
Other comprehensive
earnings (loss)
before
reclassifications,
net of tax
Amounts reclassified
to Warehousing,
marketing and
administrative
expenses
Amounts reclassified
to Income Taxes
Net current period
activity
Balance at December
(154,096)
30,451
641
1,300
(121,704)
(532)
(121,172)
—
—
(5,289)
2,043
—
—
—
—
(5,289)
2,043
—
—
(5,289)
2,043
$
(154,096) $
27,205 $
641 $
1,300 $ (124,950) $
(532) $ (124,418)
31, 2015, net of tax $
(276,416) $
35,353 $
(2,661) $
(885) $ (244,609) $
(23,518) $ (221,091)
Other comprehensive
earnings (loss)
before
reclassifications,
net of tax
Amounts reclassified
to Warehousing,
marketing and
administrative
expenses
Amounts reclassified
to Income Taxes
Net current period
activity
Balance at December
(38,729)
(6,022)
(2,397)
885
(46,263)
906
(47,169)
—
—
(6,559)
2,525
—
—
—
(6,559)
2,525
—
—
(6,559)
2,525
(38,729)
(10,056)
(2,397)
885
(50,297)
906
(51,203)
31, 2016, net of tax $
(315,145) $
25,297 $
(5,058) $
— $ (294,906) $
(22,612) $ (272,294)
70
NOTE 14 - INCOME TAXES
Income tax expense (benefit) consisted of the following (in thousands of dollars):
For the Years Ended December 31,
2015
2014
2016
Current provision:
Federal
State
Foreign
Total current
Deferred tax (benefit) provision
Total provision
$
$
310,582
38,249
25,076
373,907
12,313
386,220
$
$
412,545
49,894
24,087
486,526
(20,995)
465,531
$
$
437,648
47,199
43,088
527,935
(5,845)
522,090
Earnings (losses) before income taxes by geographical area consisted of the following (in thousands of dollars):
United States
Foreign
For the Years Ended December 31,
2016
1,073,879
(54,821)
1,019,058
$
$
$
$
2015
1,203,880
46,825
1,250,705
$
$
2014
1,299,523
34,863
1,334,386
71
The income tax effects of temporary differences that gave rise to the net deferred tax asset (liability) were (in thousands
of dollars):
Deferred tax assets:
Inventory
Accrued expenses
Accrued employment-related benefits
Foreign operating loss carryforwards
Other
Deferred tax assets
Less valuation allowance
As of December 31,
2016
2015
$
$
30,030
70,021
124,556
67,350
22,256
314,213
(72,705)
32,390
56,127
116,423
70,881
12,962
288,783
(62,333)
Deferred tax assets, net of valuation allowance
$
241,508
$
226,450
Deferred tax liabilities:
Property, buildings and equipment
Intangibles
Software
Prepaids
Other
Deferred tax liabilities
Net deferred tax asset (liability)
The net deferred tax asset (liability) is classified as follows:
Noncurrent assets
Noncurrent liabilities (foreign)
Net deferred tax asset (liability)
(75,690)
(127,292)
(25,431)
(11,959)
(1,067)
(42,249)
(134,784)
(20,744)
(17,901)
(17,277)
(241,439)
(232,955)
69
$
(6,505)
64,775
(64,706)
69
$
$
83,996
(90,501)
(6,505)
$
$
$
At December 31, 2016, the Company had $256 million of net operating loss (NOLs) carryforwards related primarily to
foreign operations. Some of the operating loss carryforwards may expire at various dates through 2036. The Company
has recorded a valuation allowance, which represents a provision for uncertainty as to the realization of the tax benefits
of these carryforwards and deferred tax assets that may not be realized. The Company's valuation allowance changed
as follows (in thousands of dollars):
Balance at beginning of period
Valuation allowance increases primarily related to
foreign NOLs
Valuation allowance releases related to foreign
NOLs
Other valuation allowance changes, net
Balance at end of period
$
$
For the Years Ended December 31,
2016
2015
62,333
$
56,876
12,174
(3,870)
2,068
72,705
$
7,045
(437)
(1,151)
62,333
72
A reconciliation of income tax expense with federal income taxes at the statutory rate follows (in thousands of dollars):
Federal income tax at the 35% statutory rate
State income taxes, net of federal income tax benefit
Clean energy credit
Foreign rate difference
Other - net
Income tax expense
Effective tax rate
$
$
$
For the Years Ended December 31,
2015
437,746
29,507
(13,358)
12,041
(405)
465,531
2016
356,670
25,993
(28,670)
21,077
11,150
386,220
$
$
$
2014
467,035
31,263
—
20,318
3,474
522,090
37.9%
37.2%
39.1%
In the second quarter of 2015, the Company acquired a non-controlling interest in a limited liability company established
to produce refined coal. Additionally, in the first quarter of 2016 the Company acquired a non-controlling interest in a
second limited liabilty company established to produce refined coal. The production and sale of refined coal that results
in required emission reductions is eligible for renewable energy tax credits under Section 45 of the Internal Revenue
Code. The Company receives tax credits in proportion to its equity interest. The income tax credits from the investment
resulted in a 2.8 and a 1.0 percentage point reduction to the overall effective tax rate for 2016 and 2015, respectively.
Undistributed earnings of foreign subsidiaries at December 31, 2016, amounted to $629 million. No provision for
deferred U.S. income taxes has been made for these subsidiaries because the Company intends to permanently
reinvest such earnings in its foreign operations. If at some future date these earnings cease to be permanently invested,
the Company may be subject to U.S. income taxes, foreign withholding and other taxes on such amounts, which cannot
be reasonably estimated at this time.
The balance and changes in the liability for tax uncertainties, excluding interest, are as follows (in thousands of dollars):
Balance at beginning of year
Additions for tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Reductions due to statute lapse
Settlements, audit payments, refunds - net
Balance at end of year
For the Years Ended December 31,
2016
2015
2014
$
$
60,576
14,119
13,215
(14,774)
(1,527)
(12,928)
58,681
$
$
45,126
14,916
2,653
(1,616)
(402)
(101)
60,576
$
$
40,317
11,545
5,318
(4,109)
(1,271)
(6,674)
45,126
The Company classifies the liability for tax uncertainties in deferred income taxes and tax uncertainties. Included in
this amount are $22 million and $17 million at December 31, 2016 and 2015, respectively, of tax positions for which
the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Any
changes in the timing of deductibility of these items would not affect the annual effective tax rate but would accelerate
the payment of cash to the taxing authorities to an earlier period. The changes to tax positions of prior years in 2016
related generally to the impact of conclusion of audits and audit settlements.
The Company regularly undergoes examination of its federal income tax returns by the Internal Revenue Service
(IRS). In 2016, the Company settled the 2009 and 2010 federal audits with the IRS Appeals Office. The Company's
federal tax returns for 2011 and 2012 are currently under audit by the IRS, and the tax years 2013 through 2016 are
open. The Company is also subject to audit by state, local and foreign taxing authorities. Tax years 2002 - 2016 remain
subject to state and local audits and 2006 - 2016 remain subject to foreign audits. The amount of liability associated
with the Company's uncertain tax positions may change within the next 12 months due to the pending audit activity,
expiring statutes or tax payments. A reasonable estimate of such change cannot be made.
73
The Company recognizes interest expense related to tax uncertainties in the provision for income taxes. During 2016,
2015 and 2014, the Company recognized tax uncertainties' interest expense of $1 million, $1 million and $2 million,
respectively. As of December 31, 2016, 2015 and 2014, the Company accrued approximately $4 million, $5 million
and $4 million for tax uncertainties' interest, respectively.
NOTE 15 - EARNINGS PER SHARE
Certain of the Company’s stock incentive plans grant stock awards that contain nonforfeitable rights to dividends meet
the criteria of a participating security. Under the two-class method, earnings are allocated between common stock and
participating securities. The presentation of basic and diluted earnings per share is required only for each class of
common stock and not for participating securities. As such, the Company presents basic and diluted earnings per
share for its one class of common stock.
The two-class method includes an earnings allocation formula that determines earnings per share for each class of
common stock according to dividends declared and undistributed earnings for the period. The Company’s reported
net earnings are reduced by the amount allocated to participating securities to arrive at the earnings allocated to
common stock shareholders for purposes of calculating earnings per share.
The dilutive effect of participating securities is calculated using the more dilutive of the treasury stock or the two-class
method. The Company has determined the two-class method to be the more dilutive. As such, the earnings allocated
to common stock shareholders in the basic earnings per share calculation is adjusted for the reallocation of undistributed
earnings to participating securities to arrive at the earnings allocated to common stock shareholders for calculating
the diluted earnings per share.
The following table sets forth the computation of basic and diluted earnings per share under the two-class method (in
thousands of dollars, except for share and per share amounts):
For the Years Ended December 31,
2016
2015
2014
Net earnings attributable to W.W. Grainger, Inc. as reported
$
605,928
$
768,996
$ 801,729
Distributed earnings available to participating securities
Undistributed earnings available to participating securities
(2,383)
(3,044)
(2,823)
(4,735)
(3,154)
(6,370)
Numerator for basic earnings per share - Undistributed and distributed
earnings available to common shareholders
Undistributed earnings allocated to participating securities
Undistributed earnings reallocated to participating securities
Numerator for diluted earnings per share - Undistributed and
distributed earnings available to common shareholders
600,501
761,438
792,205
3,044
(3,023)
4,735
(4,692)
6,370
(6,290)
$
600,522
$
761,481
$ 792,285
Denominator for basic earnings per share – weighted average shares
60,430,892
65,156,864
68,334,322
Effect of dilutive securities
409,038
608,257
871,422
Denominator for diluted earnings per share – weighted average shares
adjusted for dilutive securities
Earnings per share two-class method
Basic
Diluted
60,839,930
65,765,121
69,205,744
$
$
9.94
9.87
$
$
11.69
11.58
$
$
11.59
11.45
74
NOTE 16 - SEGMENT INFORMATION
The Company has two reportable segments: the United States and Canada. The United States operating segment
reflects the results of the Company’s U.S. business. The Canada operating segment reflects the results for Acklands
– Grainger, the Company’s Canadian business. Other businesses include MonotaRO in Japan, Zoro in the United
States and operations in Europe, Asia and Latin America. These businesses individually do not meet the criteria of a
reportable segment. Operating segments generate revenue almost exclusively through the distribution of MRO
supplies, as service revenues account for approximately 1% of total revenues for each operating segment.
The accounting policies of the segments are the same as those described in the summary of significant accounting
policies. Intersegment transfer prices are established at external selling prices, less costs not incurred due to a related
party sale. The segment results include certain centrally incurred costs for shared services that are charged to the
segments based upon the relative level of service used by each operating segment.
Following is a summary of segment results (in thousands of dollars):
2016
United States
Canada
Other Businesses
Total
Total net sales
Intersegment net sales
Net sales to external customers
$
7,870,105 $
(347,468)
7,522,637
733,829 $
(110)
733,719
1,884,963 $
10,488,897
(4,115)
(351,693)
1,880,848
10,137,204
Segment operating earnings
1,274,851
(65,362)
40,684
1,250,173
Segment assets
Depreciation and amortization
2,275,009
159,334
Additions to long-lived assets
$
153,556 $
286,035
18,050
12,275 $
494,067
23,792
95,288 $
3,055,111
201,176
261,119
2015
United States
Canada
Other Businesses
Total
Total net sales
Intersegment net sales
Net sales to external customers
Segment operating earnings
Segment assets
Depreciation and amortization
$
7,963,416 $
(282,305)
7,681,111
1,371,626
2,191,045
150,654
Additions to long-lived assets
$
302,316 $
890,530 $
(105)
890,425
1,405,750 $
10,259,696
(3,902)
1,401,848
(286,312)
9,973,384
27,368
48,051
1,447,045
317,504
17,334
20,464 $
507,116
19,999
21,135 $
3,015,665
187,987
343,915
United States
Canada
Other Businesses
Total
$
7,926,075 $
1,075,754 $
1,182,186 $
10,184,015
2014
Total net sales
Intersegment net sales
Net sales to external customers
Segment operating earnings
Segment assets
Depreciation and amortization
(211,399)
7,714,676
1,444,288
2,181,521
136,081
(304)
1,075,450
87,583
394,342
15,305
(7,359)
1,174,827
(219,062)
9,964,953
(37,806)
1,494,065
345,987
20,444
2,921,850
171,830
381,306
Additions to long-lived assets
$
243,251 $
106,918 $
31,137 $
75
Following are reconciliations of the segment information with the consolidated totals per the financial statements (in
thousands of dollars):
Operating earnings:
Total operating earnings for reportable segments
Unallocated expenses
Total consolidated operating earnings
Assets:
Assets for reportable segments
Other current and noncurrent assets
Unallocated assets
Total consolidated assets
2016
2015
2014
$
$
$
$
1,250,173
(130,676)
1,119,497
3,055,111
2,464,656
174,540
5,694,307
$
$
$
$
1,447,045
(146,725)
1,300,320
3,015,665
2,624,966
217,124
5,857,755
$
$
$
$
1,494,065
(146,948)
1,347,117
2,921,850
2,113,900
247,299
5,283,049
Other significant items:
Depreciation and amortization
Additions to long-lived assets
Geographic information:
United States
Canada
Other foreign countries
Other significant items:
Depreciation and amortization
Additions to long-lived assets
Geographic information:
United States
Canada
Other foreign countries
Segment
Totals
$
$
201,176
261,119
Segment
Totals
$
$
187,987
343,915
2016
Unallocated
21,469
10,542
Revenues
7,834,361
739,687
1,563,156
10,137,204
2015
Unallocated
18,854
16,912
Revenues
7,866,300
897,431
1,209,653
9,973,384
$
$
$
$
$
$
$
$
Consolidated
Total
222,645
271,661
Long-Lived
Assets
1,134,817
210,931
210,605
1,556,353
Consolidated
Total
206,841
360,827
Long-Lived
Assets
1,231,083
215,202
153,508
1,599,793
$
$
$
$
$
$
$
$
76
Other significant items:
Depreciation and amortization
Additions to long-lived assets
Geographic information:
United States
Canada
Other foreign countries
Segment
Totals
$
$
171,830
381,306
2014
Unallocated
$
$
$
$
18,341
22,498
Revenues
7,780,382
1,074,660
1,109,911
9,964,953
Consolidated
Total
190,171
403,804
Long-Lived
Assets
1,109,175
253,466
110,083
1,472,724
$
$
$
$
Revenues are attributed to countries based on the ship-to location of the customer.
Unallocated expenses and unallocated assets primarily relate to the Company headquarters' support services, which
are not part of any business segment, as well as intercompany eliminations. Unallocated expenses include payroll
and benefits, depreciation and other costs associated with headquarters-related support services. Unallocated assets
include non-operating cash and cash equivalents, certain prepaid expenses and property, buildings and equipment-
net.
Assets for reportable segments include net accounts receivable and first-in, first-out inventory, which are reported to
the Company's Chief Operating Decision Maker. Long-lived assets consist of property, buildings, equipment and
capitalized software.
Depreciation and amortization presented above includes depreciation of long-lived assets and amortization of
capitalized software.
NOTE 17 - CONTINGENCIES AND LEGAL MATTERS
The Company has been named, along with numerous other nonaffiliated companies, as a defendant in litigation in
various states involving asbestos and/or silica. These lawsuits typically assert claims of personal injury arising from
alleged exposure to asbestos and/or silica as a consequence of products purportedly distributed by the Company. In
2016, the Company was named in new lawsuits relating to asbestos involving approximately 70 new plaintiffs, while
lawsuits relating to asbestos and/or silica involving approximately 80 plaintiffs were dismissed with respect to the
Company, typically based on the lack of product identification.
At December 31, 2016, the Company is named in cases filed on behalf of approximately 480 plaintiffs in which there
is an allegation of exposure to asbestos and/or silica. The Company has denied, or intends to deny, the allegations in
all of the above-described lawsuits. If a specific product distributed by the Company is identified in any of these lawsuits,
the Company would attempt to exercise indemnification remedies against the product manufacturer. In addition, the
Company believes that a substantial number of these claims are covered by insurance. The Company has entered
into agreements with its major insurance carriers relating to the scope, coverage and costs of defense of lawsuits
involving claims of exposure to asbestos. While the Company is unable to predict the outcome of these lawsuits, it
believes that the ultimate resolution will not have, either individually or in the aggregate, a material adverse effect on
the Company’s consolidated financial position or results of operations.
From time to time the Company is involved in various other legal and administrative proceedings that are incidental
to its business, including claims related to product liability, general negligence, contract disputes, environmental issues,
wage and hour laws, intellectual property, employment practices, regulatory compliance or other matters and actions
brought by employees, consumers, competitors, suppliers or governmental entities. As a government contractor selling
to federal, state and local governmental entities, the Company is also subject to governmental or regulatory inquiries
or audits or other proceedings, including those related to contract administration or to pricing compliance. It is not
expected that the ultimate resolution of any of these matters will have, either individually or in the aggregate, a material
adverse effect on the Company's consolidated financial position or results of operations.
77
TCPA Matter
As previously disclosed, on April 5, 2013, David Davies filed a putative class action lawsuit in the Circuit Court of Cook
County, Illinois and sought certification of a class of persons who may have received one or more of approximately
400,000 faxes Grainger sent in connection with a 2009 marketing campaign. The complaint alleges, among other
things, that the Company violated the Telephone Consumer Protection Act of 1991, as amended by the Junk Fax
Prevention Act of 2005 (the “TCPA”), by sending fax advertisements that either were unsolicited and/or did not contain
a valid opt-out notice. The TCPA provides for penalties of $500 to $1,500 for each noncompliant individual fax.
On May 13, 2013, the Company removed the case to the Federal District Court for the Northern District of Illinois (the
“District Court”). On June 27, 2014, the District Court found that Davies was not an adequate class representative.
The United States Court of Appeals for the Seventh Circuit denied Davies’ petition for immediate review of the ruling.
Davies subsequently moved the District Court for reconsideration of its ruling and his motion was denied on September
28, 2016. Davies may seek to pursue an appeal of the June 27, 2014, ruling at the conclusion of the District Court
proceeding.
On April 4, 2016, the District Court denied the Company’s motion to dismiss Davies’ individual claims and subsequently
the parties filed cross-motions for summary judgment. On November 21, 2016, the District Court denied Plaintiff’s
motion and granted, in part, Grainger’s motion for summary judgment. The District Court entered judgment for Grainger
on Davies’ common law claim for conversion while granting partial summary judgment for Grainger on Davies’ TCPA
claim, finding that Grainger had an established business relationship with Davies and that Grainger properly obtained
Davies’ fax number from public directories. The District Court denied Grainger’s motion for summary judgment on the
ground that Davies lacks standing to bring his TCPA claim. The District Court further held that the issue of whether
the opt-out notice Grainger used on the faxes is clear and conspicuous, as required by the TCPA, is a contested issue
of fact to be resolved by a jury at trial. Trial is currently set for February 5, 2018.
The Company believes it has strong legal and factual defenses and intends to continue defending itself vigorously in
the pending lawsuit. While the Company is unable to predict the outcome of this proceeding, the Company believes
that the ultimate outcome of this matter will not have a material adverse effect on the Company’s consolidated financial
position or results of operations.
Unclaimed Property
Grainger regularly performs unclaimed property assessments pursuant to U.S. multi-state escheat laws, which
generally require entities to report and remit abandoned and unclaimed property. Failure to timely report and remit the
property can result in assessments that include substantial interest and penalties, in addition to the payment of the
escheat liability itself. During the fourth quarter of 2016, Grainger identified an obligation associated with unclaimed
property for escheatable items for years 2008 through 2012 and estimated statutory interest costs. The aggregate
balance of these unrecorded liabilities amounted to approximately $36 million ($23 million, net of tax). Operating
expenses for the twelve months ended December 31, 2016, included a pre-tax charge of approximately $36 million
related to this event.
The Company evaluated the materiality of these unrecorded obligations quantitatively and qualitatively and concluded
they were not material to any of the prior periods impacted and that correction of operating expenses as an out-of-
period adjustment in the quarter ended December 31, 2016, would not be material to the Consolidated Financial
Statements for the year ending December 31, 2016. Accordingly, Grainger determined not to revise previously issued
financial statements.
78
NOTE 18 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
A summary of selected quarterly information for 2016 and 2015 is as follows (in thousands of dollars, except for per
share amounts):
Net sales
Cost of merchandise sold
Gross profit
Warehousing, marketing and
administrative expenses
Operating earnings
Net earnings attributable to
W.W. Grainger, Inc.
Earnings per share - basic
Earnings per share - diluted
Net sales
Cost of merchandise sold
Gross profit
Warehousing, marketing and
administrative expenses
Operating earnings
Net earnings attributable to
W.W. Grainger, Inc.
Earnings per share - basic
Earnings per share - diluted
$
March 31
$ 2,506,538
1,461,485
1,045,053
2016 Quarter Ended
June 30
September 30
December 31
Total
$ 2,563,668
$
2,596,288
$
2,470,710
$ 10,137,204
1,523,609
1,040,059
1,556,536
1,039,752
1,481,017
989,693
727,961
317,092
734,470
305,589
717,165
322,587
815,464
174,229
186,713
172,676
185,873
60,666
605,928
3.00
2.98
$
2.81
2.79
$
$
3.07
3.05
$
1.02
1.01
$
9.94
9.87
March 31
June 30
September 30
December 31
Total
2015 Quarter Ended
$ 2,522,565
$
2,532,900
$
2,478,258
$
9,973,384
$ 2,439,661
1,345,918
1,093,743
1,449,133
1,073,432
1,471,021
1,061,879
1,475,884
1,002,374
6,022,647
4,114,557
2,995,060
1,119,497
5,741,956
4,231,428
2,931,108
1,300,320
742,496
351,247
716,715
356,717
721,150
340,729
750,747
251,627
211,015
220,548
192,201
145,232
768,996
3.11
3.07
$
3.28
3.25
$
2.94
2.92
$
2.32
2.30
$
11.69
11.58
79
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DATE: February 28, 2017
W.W. GRAINGER, INC.
By:
/s/ D. G. Macpherson
D. G. Macpherson
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of Grainger on February 28, 2017, in the capacities indicated.
/s/ D. G. Macpherson
D. G. Macpherson
Chief Executive Officer, Director
(Principal Executive Officer)
/s/ Ronald L. Jadin
Ronald L. Jadin
Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)
/s/ Eric R. Tapia
Eric R. Tapia
Vice President and Controller
(Principal Accounting Officer)
/s/ James T. Ryan
James T. Ryan
Chairman of the Board
/s/ Brian P. Anderson
Brian P. Anderson
Director
/s/ V. Ann Hailey
V. Ann Hailey
Director
/s/ Neil S. Novich
Neil S. Novich
Director
/s/ E. Scott Santi
E. Scott Santi
Director
80
EXHIBIT NO.
2.1
3.1
3.2
4.1
4.2
4.3
4.4
4.5
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
EXHIBIT INDEX (1)
DESCRIPTION
Share Purchase Agreement, dated as of July 30, 2015, by and among Grainger, GWW UK
Holdings Limited, Gregory Family Office Limited and Michael Gregory, incorporated by
reference to Exhibit 2.1 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated July 31,
2015.
Restated Articles of Incorporation, incorporated by reference to Exhibit 3(i) to
W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
Bylaws, as amended on October 1, 2016, incorporated by reference to Exhibit 3.1 to
W.W. Grainger, Inc.’s Current Report on Form 8-K dated August 8, 2016.
No instruments which define the rights of holders of W.W. Grainger, Inc.’s Industrial
Development Revenue Bonds are filed herewith, pursuant to the exemption contained in
Regulation S-K, Item 601(b)(4)(iii). W.W. Grainger, Inc. hereby agrees to furnish to the
Securities and Exchange Commission, upon request, a copy of any such instrument.
Indenture, dated as of June 11, 2015, between W.W. Grainger, Inc. and U.S. Bank National
Association, as trustee, incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.’s
Current Report on Form 8-K dated June 11, 2015.
First Supplemental Indenture, dated as of June 11, 2015, between W.W. Grainger, Inc. and U.S.
Bank National Association, as trustee, and Form of 4.60% Senior Notes due 2045, incorporated
by reference to Exhibit 4.2 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated June 11,
2015.
Second Supplemental Indenture, dated as of May 16, 2016, between W.W. Grainger, Inc., and
U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to
W.W. Grainger, Inc.’s Current Report on Form 8-K dated May 16, 2016.
Form of 3.75% Senior Notes due 2046 (included in Exhibit 4.4), incorporated by reference to
Exhibit 4.2 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated May 16, 2016.
Credit Agreement dated as of May 8, 2012, by and among W.W. Grainger, Inc., the lenders
parties thereto, and U.S. Bank National Association, as Administrative Agent, incorporated by
reference to Exhibit 10.1 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated May 8,
2012.
Director Stock Plan, as amended, incorporated by reference to Exhibit 10(c) to
W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.*
1990 Long-Term Stock Incentive Plan, as amended, incorporated by reference to Exhibit 10(a)
to W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.*
2001 Long-Term Stock Incentive Plan, as amended, incorporated by reference to Exhibit 10(b)
to W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.*
Form of Indemnification Agreement between W.W. Grainger, Inc. and each of its directors and
certain of its executive officers, incorporated by reference to Exhibit 10(b)(i) to
W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.*
Frozen Executive Death Benefit Plan, as amended, incorporated by reference to Exhibit 10(b)(v)
to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007.*
First amendment to the Frozen Executive Death Benefit Plan, incorporated by reference to
Exhibit 10(b)(v)(1) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2008.*
Second amendment to the Frozen Executive Death Benefit Plan, incorporated by reference to
Exhibit 10(b)(iv)(2) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended
December 31, 2009.*
Supplemental Profit Sharing Plan, as amended, incorporated by reference to Exhibit 10(viii) to
W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003.*
Supplemental Profit Sharing Plan II, as amended, incorporated by reference to Exhibit 10(b)(ix)
to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007.*
Voluntary Salary and Incentive Deferral Plan, as amended, incorporated by reference to Exhibit
10(b)(xi) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December
31, 2007.*
Summary Description of the 2016 Directors Compensation Program.*
2005 Incentive Plan, as amended, incorporated by reference to Exhibit 10(d) to
W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.*
2010 Incentive Plan, incorporated by reference to Exhibit B of W.W. Grainger, Inc.’s Proxy
Statement dated March 12, 2010.*
81
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
Form of Stock Option Award Agreement between W.W. Grainger, Inc. and certain of its
executive officers, incorporated by reference to Exhibit 10(xiv) to W.W. Grainger, Inc.’s Annual
Report on Form 10-K for the year ended December 31, 2005.*
Form of Stock Option Award and Restricted Stock Unit Agreement between W.W. Grainger, Inc.
and certain of its executive officers, incorporated by reference to Exhibit 10(xv) to
W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005.*
Form of Stock Option Award Agreement between W.W. Grainger, Inc. and certain of its
executive officers, incorporated by reference to Exhibit 10(b)(xvi) to W.W. Grainger, Inc.’s
Annual Report on Form 10-K for the year ended December 31, 2009.*
Form of Stock Option and Restricted Stock Unit Agreement between W.W. Grainger, Inc. and
certain of its executive officers, incorporated by reference to Exhibit 10(b)(xvii) to
W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009.*
Form of Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its
executive officers, incorporated by reference to Exhibit 10(b)(xviii) to W.W. Grainger, Inc.’s
Annual Report on Form 10-K for the year ended December 31, 2010.*
Form of 2012 Performance Share Award Agreement between W.W. Grainger, Inc. and certain
of its executive officers, incorporated by reference to Exhibit 10(b)(xix) to W.W. Grainger, Inc.’s
Annual Report on Form 10-K for the year ended December 31, 2012.*
Letter of Agreement - Long-Term International Assignment to Mr. Court D. Carruthers dated
December 22, 2011, incorporated by reference to Exhibit 10(b)(xxi) to W.W. Grainger, Inc.’s
Annual Report on Form 10-K for the year ended December 31, 2011.*
Summary Description of the 2017 Management Incentive Program.*
Incentive Program Recoupment Agreement, incorporated by reference to Exhibit 10(b)(xxv) to
W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009.*
Form of Change in Control Employment Agreement between W.W. Grainger, Inc. and certain of
its executive officers, incorporated by reference to Exhibit 10(b)(xxvii) to W.W. Grainger, Inc.’s
Annual Report on Form 10-K for the year ended December 31, 2010.*
Form of 2013 Performance Share Award Agreement between Grainger and certain of its
executive officers, incorporated by reference to Exhibit 10(b)(xxiii) to Grainger's Annual Report
on Form 10-K for the year ended December 31, 2013.*
Separation Agreement and General Release by and between W.W. Grainger, Inc. and Michael
A. Pulick dated October 4, 2013, incorporated by reference to Exhibit 10(b)(xxiv) to
W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013.*
Form of 2014 Performance Share Award Agreement between W.W. Grainger, Inc. and certain
of its executive officers, incorporated by reference to Exhibit 10(b)(xxiv) to Grainger's Annual
Report on Form 10-K for the year ended December 31, 2014.*
Form of 2015 Performance Share Award Agreement between W.W. Grainger, Inc. and certain
of its executive officers.*
W.W. Grainger, Inc. 2015 Incentive Plan, incorporated by reference to Exhibit B of
W.W. Grainger, Inc.’s Proxy Statement dated March 13, 2015.*
Separation Agreement and General Release by and between W.W. Grainger, Inc. and Court
Carruthers dated July 22, 2015, incorporated by reference to Exhibit 10(b)(i) to
W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.*
£180,000,000 Facilities Agreement, dated as of August 26, 2015, by and among GWW UK
Holdings Ltd, W.W. Grainger, Inc., the lender parties thereto, Lloyds Bank PLC and Lloyds
Securities Inc., as Arrangers, and Lloyds Bank PLC, as Agent, incorporated by reference to
W.W. Grainger, Inc.’s Current Report on Form 8-K dated September 1, 2015.
Credit Agreement, dated as of August 22, 2013, by and among W.W. Grainger, Inc., the borrowing
subsidiaries parties thereto, the lenders parties thereto, and U.S. Bank National Association, as
Administrative Agent, incorporated by reference to Exhibit 10(a)(i) to W.W. Grainger, Inc.’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
Amendment No. 1, dated as of April 7, 2015, to Credit Agreement, dated as of August 22, 2013,
by and among W.W. Grainger, Inc., the borrowing subsidiaries parties thereto, the lenders
parties thereto, and U.S. Bank National Association, as Administrative Agent, incorporated by
reference to Exhibit 10(a)(i) to W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2015.
Form of Stock Option Award Agreement between W.W. Grainger, Inc. and certain of its
executive officers, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2016.*
Form of Restricted Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its
executive officers, incorporated by reference to Exhibit 10.2 to W.W. Grainger, Inc.’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2016.*
82
10.36
21
23
31.1
31.2
32
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Form of 2016 Performance Share Award Agreement between W.W. Grainger, Inc. and certain
of its executive officers, incorporated by reference to Exhibit 10.3 to W.W. Grainger, Inc.’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.*
Subsidiaries of Grainger.
Consent of Independent Registered Public Accounting Firm.
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
XBRL Instance Document.
XBRL Taxonomy Extension Schema Document.
XBRL Taxonomy Extension Calculation Linkbase Document.
XBRL Taxonomy Extension Definition Linkbase Document.
XBRL Taxonomy Extension Label Linkbase Document.
XBRL Taxonomy Extension Presentation Linkbase Document.
(*)
Management contract or compensatory plan or arrangement.
(1) Certain instruments defining the rights of holders of long-term debt securities of the Registrant are omitted
pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the
SEC, upon request, copies of any such instruments.
83
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements (Form S-8 No.'s 33-43902,
333-24215, 333-61980, 333-105185, 333-124356, 333-166345, 333-203715, Form S-4 No. 33-32091 and
Form S-3 No. 333-203444) for W.W. Grainger, Inc. and in the related prospectuses of our reports dated
February 28, 2017, with respect to the consolidated financial statements of W.W. Grainger, Inc. and the
effectiveness of internal control over financial reporting of W.W. Grainger, Inc., included in this Annual Report
(Form 10-K) for the year ended December 31, 2016.
/s/ Ernst & Young LLP
Chicago, Illinois
February 28, 2017
84
I, D.G. Macpherson, certify that:
CERTIFICATION
Exhibit 31.1
I have reviewed this Annual Report on Form 10-K of W.W. Grainger, Inc.;
1.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize
and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
Date: February 28, 2017
By:
Name:
Title:
/s/ D.G. Macpherson
D.G. Macpherson
Chief Executive Officer
85
I, R. L. Jadin, certify that:
CERTIFICATION
Exhibit 31.2
I have reviewed this Annual Report on Form 10-K of W.W. Grainger, Inc.;
1.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize
and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
Date: February 28, 2017
By:
Name:
Title:
/s/ R. L. Jadin
R. L. Jadin
Senior Vice President and Chief Financial Officer
86
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32
In connection with the Annual Report on Form 10-K of W.W. Grainger, Inc. (“Grainger”) for the annual period ended
December 31, 2016, (the “Report”), D.G. Macpherson, as Chief Executive Officer of Grainger, and R. L. Jadin, as Chief
Financial Officer of Grainger, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of Grainger.
/s/ D.G. Macpherson
D.G. Macpherson
Chief Executive Officer
February 28, 2017
/s/ R. L. Jadin
R. L. Jadin
Senior Vice President and
Chief Financial Officer
February 28, 2017
87
Board of Directors
Rodney C. Adkins
Former Senior Vice President of International
Business Machines Corporation, President of
3RAM Group LLC, Miami Beach, Fla.
D.G. Macpherson
Chief Executive Officer,
W.W. Grainger, Inc.
(2, 3)
James T. Ryan
Chairman of the Board,
W.W. Grainger, Inc.
Brian P. Anderson
Former Executive Vice President and
Chief Financial Officer, OfficeMax
Incorporated, Itasca, Ill.
Neil S. Novich
Former Chairman, President and
Chief Executive Officer, Ryerson Inc.,
Chicago, Ill.
E. Scott Santi
Chairman and Chief Executive Officer,
Illinois Tool Works Inc., Glenview, Ill.
(1, 2)
(1, 2)
(1, 2)
V. Ann Hailey
Former Executive Vice President and
Chief Financial Officer, L Brands (formerly
Limited Brands, Inc.), Columbus, Ohio
(1, 2)
Stuart L. Levenick
Retired Group President, Caterpillar Inc.,
Peoria, Ill.
(2, 3, †)
Michael J. Roberts
Former Global President and COO of
McDonalds Corporation, Chicago, Ill.
James D. Slavik
Chairman, Mark IV Capital, Inc.,
Newport Beach, Calif.
(2, 3)
(2, 3)
Gary L. Rogers
Former Vice Chairman,
General Electric Company,
Fairfield, Conn.
(2, 3)
(1) Member of Audit Committee
(2) Member of Board Affairs and
Nominating Committee
(3) Member of Compensation Committee
† Lead Director
Grainger Leadership Team
D.G. Macpherson
Chief Executive Officer
Joseph C. High
Senior Vice President and
Chief People Officer
Laura D. Brown
Senior Vice President,
Communications and Investor Relations
John L. Howard
Senior Vice President and
General Counsel
Fred Costello
Vice President and President,
Grainger International
Ronald L. Jadin
Senior Vice President and
Chief Financial Officer
Matthew E. Fortin
Vice President and President, Global
Product Management
John B. Kaul
Vice President and President,
Acklands–Grainger Inc.
Gregory J. Harman
Vice President, Chief Information Officer
Deidra C. Merriwether
Vice President, Pricing and
Indirect Procurement
88
Debra S. Oler
Vice President and President,
Large Customer and Direct Sales
David L. Rawlinson II
President, Online Business
Paige K. Robbins
Senior Vice President, Global Supply
Chain, Branch Network, Contact
Centers, and Corporate Strategy
Elizabeth B. Ubell
Vice President and President,
Medium Customers, Marketing
and eCommerce
Shareholder and Media Information
Company Headquarters
W.W. Grainger, Inc.
100 Grainger Parkway
Lake Forest, Illinois 60045-5201
847.535.1000
Annual Meeting
The 2017 Annual Meeting of Shareholders will be held at the
company’s headquarters in Lake Forest, Illinois, at 10:00 a.m. CDT
on Wednesday, April 26, 2017.
Auditors
Ernst & Young LLP
155 North Wacker Drive
Chicago, Illinois 60606-1787
Common Stock Listing
The company’s common stock is listed on the New York Stock
Exchange under the trading symbol GWW.
Transfer Agent, Registrar and Dividend Disbursing Agent
Instructions and inquiries regarding transfers, certificates,
changes of title or address, lost or missing dividend checks,
consolidation of accounts and elimination of multiple mailings
should be directed to:
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
800.446.2617
Dividend Direct Deposit
Shareholders of record have the opportunity to have their quarterly
dividends electronically deposited directly into their checking,
money market or savings accounts at financial institutions that
participate in the automated clearinghouse system.
Shareholders who are interested in taking advantage of this
service or would like more information on the program should
contact Computershare.
Investor Relations Contacts
Laura D. Brown
Senior Vice President, Communications and Investor Relations
847.535.0409
William D. Chapman (retiring 4/30/17)
Senior Director, Investor Relations
847.535.0881
Irene Holman
Senior Director, Investor Relations
847.535.0809
Michael P. Ferreter
Senior Manager, Investor Relations
847.535.1439
Upon written request to Investor Relations, we will provide, free
of charge, a copy of our Form 10-K for the fiscal year ended
December 31, 2016.
Grainger’s Annual Report, Form 10-K, Form 10-Q, proxy statement
and other filings with the Securities and Exchange Commission,
as well as the Fact Book and news releases including quarterly
earnings and monthly sales, can be accessed free of charge
at the Investor Relations section of the company’s website at
www.grainger.com/investor. For more information, contact
Investor Relations at 847.535.1000.
Requests for other company-related information should be made
to Hugo Dubovoy, Jr., Vice President, Corporate Secretary, at the
company’s headquarters.
Media Relations Contact
Joseph Micucci
Director, External Relations
847.535.0879
Trademarks
The registered and unregistered trademarks contained in this
document are the property of their respective owners and the use
of such trademarks shall inure to the benefit of the trademark owner.
Forward-Looking Statements
From time to time, in this Annual Report and Form 10-K, as well as in other written reports 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. Such forward-looking statements are identified by words
such as “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project,” and similar terms and expressions.
Grainger cannot guarantee that any forward-looking statement will be realized, although Grainger does believe that its assumptions underlying its
forward-looking statements are reasonable. 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 which are presented.
Important factors that could cause actual results to differ materially from those presented or implied in a forward-looking statement include, without
limitation: higher product costs or other expenses; a major loss of customers; loss or disruption of source of supply; increased competitive pricing
pressures; failure to develop or implement new technologies or business strategies; 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, privacy and cybersecurity
matters; investigations, inquiries, audits and changes in laws and regulations; disruption of information technology or data security systems; general
industry or market conditions; general global economic conditions; currency exchange rate fluctuations; market volatility; commodity price volatility;
labor shortages; facilities disruptions or shutdowns; higher fuel costs or disruptions in transportation services; natural and other catastrophes;
unanticipated weather conditions; loss of key members of management; the Company’s ability to operate, integrate and leverage acquired businesses;
changes in credit ratings; changes in effective tax rates; and the factors identified under Item 1A: Risk Factors and elsewhere in the Form 10-K.
Caution should be taken not to place undue reliance on Grainger’s forward-looking statements and Grainger undertakes no obligation to publicly update
the forward-looking statements, whether as a result of new information, future events or otherwise.
Recyclable. Please recycle.
For 90 years, Grainger has remained committed to helping professionals
keep their operations running and their people safe by staying ahead of
customer needs. As North America’s leading broad line maintenance,
repair and operating (MRO) products distributor, with operations also
in Europe, Asia and Latin America, Grainger has built an advantaged
supply chain network to support its multichannel offering which
includes branches, eCommerce channels and comprehensive inventory
management capabilities. With customers as a central focus and a
continued commitment to innovation, Grainger is well-positioned for
the long term. Grainger will uphold its legacy of making responsible
decisions for its customers, team members, shareholders and the
communities it serves now and in the future.
2016 Annual Report
© 2017 W.W. Grainger, Inc.