2019 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 invest.grainger.com.
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
Grainger Shareholders:
At Grainger, our purpose is to keep the world working. Whether helping a hospital focus on
patient care, a manufacturing plant focus on building great products, or a school focus on
teaching, the work Grainger’s 25,000 team members do in the background helps keep facilities
running so our more than three and half million customers can focus on what they do best.
D.G. Macpherson
Chairman of the Board and
Chief Executive Officer
In 2019, we introduced the Grainger Edge, our new strategic framework that defines who we are,
why we exist, and how we’ll work together to achieve our objectives. Our new framework includes
a set of principles that define the behaviors we expect from our team members as they work with
each other, our customers and our supplier partners. They support our commitment to having an
inclusive culture where we operate with the highest ethics in and outside of our industry. Holding
ourselves accountable to these principles will help us execute our strategy and create value for our shareholders. The Grainger
Edge also is the foundational structure for our strategy as we work to consistently gain share through our two distinct business
models that allow us to leverage our scale and supply chain to support customers with different needs.
Our high-touch solutions model serves customers that have complex needs and are looking for more tailored service. In this
model, we develop powerful customer solutions, deliver a great customer experience and develop deep customer relationships.
Our Grainger U.S., Canada, and Mexico operations, as well as our Cromwell and Fabory businesses, execute this model.
In our endless assortment model, we provide less complex customers with an expansive product assortment and easy-to-use
website. This model is based on acquiring customers and leveraging our simple and efficient customer experience to develop
and maintain strong customer relationships. Our MonotaRO and Zoro businesses excel within this model.
When we execute against these two models, we consistently gain share, grow profitably and deliver strong shareholder value.
Over the last few years we’ve taken actions to strengthen both models and position the Company for success, including:
• Reset pricing of our U.S. business;
• Verticalized our sales force and added an inside sales group;
• Centralized our call centers;
• Restructured our KeepStock inventory management program;
• Improved search on Grainger.com;
• Added capacity to our U.S. supply chain;
• Reset our Canadian business; and
• Divested non-core international businesses.
And we’ve done all this while also realizing significant leverage on our cost structure.
Our market was certainly challenging in 2019, with market growth declining as the year progressed. In the face of a slow
and variable market, we delivered solid results. The Grainger business in the United States outgrew the MRO market by
150 to 200 basis points, maintaining share-gaining momentum throughout the year and posting 300 basis points of growth
in the fourth quarter. In the U.S. business we remerchandised $1.2 billion of products, more than double any time in our history.
In our endless assortment model, we grew revenue 19 percent driven by strong growth at both MonotaRO and Zoro. We
invested to enhance our Zoro U.S. offering, including adding roughly 1.5 million SKUs, which pushed Zoro’s assortment
to nearly 3.5 million products. Other full-year 2019 highlights include:
• Company sales of $11.5 billion, up three percent from 2018 on a constant currency basis*;
• Adjusted earnings per share were $17.29, up four percent versus 2018*;
• Cash generated from operations of $1.04 billion; and
• Cash returned to shareholders of over $1 billion in the form of approximately 2.4 million shares repurchased for
$700 million and $328 million in dividends paid.
* Please refer to pages 72 and 21 of this report for the GAAP to non-GAAP reconciliations of net sales growth on a constant currency
basis and adjusted earnings per share, respectively.
i
Going forward, with our strategy and alignment, we expect to consistently outgrow the market by 300 to 400 basis points
in our core high-touch solutions business in the U.S. In our endless assortment businesses, we expect about 20 percent
annual revenue growth. In 2020, we are focused on several initiatives to support this growth:
• Remerchandising $1.6 billion of product, including selective SKU additions, to enhance our assortment;
• Reaching more customers through both incremental marketing investments and from more effective marketing;
• Bolstering our expertise in digital and technology solutions in order to serve a more sophisticated and tech-enabled
customer base;
• Investing in network capacity and utilization to enhance our customer experience and strengthen our world-class
customer service backbone;
• Adding sellers to be more relevant in certain segments and geographies and equipping our sales organization with
the right toolset to serve our customers most effectively;
• Embedding our solutions with our more complex customers through our inventory management offerings;
• Returning our Canadian business to growth and turning around our business in the United Kingdom;
• Expanding Zoro’s U.S. assortment to tap into new markets and customer groups not served by other
Grainger channels; and
• Leveraging the Cromwell supply chain and executing our strategy to profitably grow the Zoro U.K. business.
We expect to accomplish these priorities while generating attractive long-term returns for our shareholders, providing a great
experience for customers, offering meaningful work for team members, and continuing to be a good citizen to our neighbors.
On that front, I am pleased with the progress we continue to make with our sustainability efforts. As a reminder, in 2014,
we set a greenhouse gas (GHG) emissions intensity target to reduce our emissions per revenue 33 percent by 2020. In 2018
we exceeded our target and continued that progress in 2019 with a 44 percent reduction overall. Last year we were recognized
for the second time with a top-10 placement in Barron’s “List of 100 Most Sustainable U.S. Companies.” We are not resting on
these accomplishments and this year we intend to set a new, science-based target that will push our sustainability commitment
even further. In addition, we plan to enhance our sustainability disclosure efforts in 2020. Currently, we are aligned to GRI and
participate in CDP. By the end of the year, we also will begin to report through SASB and TCFD, which will give investors a
better understanding of our sustainability initiatives.
After serving on Grainger’s Board of Directors for more than three decades, Jim Slavik has elected not to stand for reelection
to the Board in 2020. Jim, Chairman of Mark IV Capital, Inc., has been a trusted advisor and will be missed. I want to thank
Jim for his dedication and service over the past 33 years.
As I look forward to 2020 and beyond, I am excited about the opportunities in front of us and I want to thank all Grainger team
members for their continued hard work and dedication to our customers, our communities and each other. I am confident in
our ability to drive long-term value for all stakeholders and expect to continue leading this industry for years to come.
D.G. Macpherson
Chairman of the Board and Chief Executive Officer
February 20, 2020
ii
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
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)
36-1150280
(I.R.S. Employer Identification No.)
100 Grainger Parkway, Lake Forest,
Illinois
(Address of principal executive offices)
60045-5201
(Zip Code)
(Registrant’s telephone number including area code)
847 535-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock
GWW
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
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
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required
to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit such files). Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange
Act.
1
Large Accelerated Filer
Accelerated Filer
Non-accelerated Filer
Smaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 139) of the
Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
No
The aggregate market value of the voting common equity held by nonaffiliates of the registrant was $13,765,366,450
as of the close of trading as reported on the New York Stock Exchange on June 30, 2019. The Company does not
have nonvoting common equity.
The registrant had 53,656,306 shares of the Company’s Common Stock outstanding as of January 31, 2020.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be filed in connection with the annual meeting of shareholders
to be held on April 29, 2020, are incorporated by reference into Part III hereof of this Form 10-K where indicated. The
registrant's definitive 2019 proxy statement will be filed on or about March 19, 2020.
2
TABLE OF CONTENTS
Page
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
OTHER INFORMATION
PART III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FORM 10-K SUMMARY
PART IV
Item 10:
Item 11:
Item 12:
Item 13:
Item 14:
Item 15:
Item 16:
Signatures
4
10
16
16
16
16
17
19
20
27
28
28
28
28
29
29
29
29
29
30
30
64
3
Item 1: Business
The Company
PART I
W.W. Grainger, Inc., incorporated in the State of Illinois in 1928, is a broad line, business-to-business distributor of
maintenance, repair and operating (MRO) products and services with operations primarily in North America, Japan
and Europe. In this report, the words “Grainger” or “Company” mean W.W. Grainger, Inc. and its subsidiaries, except
where the context makes it clear that the reference is only to W.W. Grainger, Inc. itself and not its subsidiaries.
Strategy
In the large and fragmented MRO industry, Grainger’s strategy is to relentlessly expand its leadership position (i.e.,
supply chain infrastructure, broad in-stock product offering and deep customer relationships) by being the go-to partner
for customers who build and run safe, sustainable, and productive operations. To execute this strategy, the Company
competes with two business models: high-touch solutions and endless assortment. Grainger’s high-touch solutions
businesses serve customers with complex needs primarily in North America and Europe. The endless assortment
businesses are focused on customers with less-complex needs and includes Zoro Tools, Inc. (Zoro) in the United
States (U.S.) and MonotaRO Co., Ltd. (MonotaRO) in Japan. Competing with these two models allows Grainger to
leverage its scale and advantaged supply chain to meet the changing needs of its customers. The following provides
a high-level view of each model:
4
MRO Industry
The estimated market where Grainger has operations is large with an estimated size of more than $290 billion and is
concentrated in North America, Japan and Europe. These large core markets have high gross domestic product per
capita, advanced infrastructures and competition is highly fragmented. Grainger estimates to have 4% share within
these markets with opportunity and a track record for growth.
Grainger’s two reportable segments are the U.S. and Canada, and are further described below. Other businesses
include the endless assortment businesses, Zoro and MonotaRO, and smaller international businesses primarily in
Europe and Mexico. For further segment and financial information, see “Item 7: Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and Note 14 to the Consolidated Financial Statements (Financial
Statements).
5
The table below shows Grainger's estimated share of the MRO market and the summary of its operations by reporting
segments and other businesses as of December 31, 2019:
Approximate
Market Share
Distribution
Centers (DCs)1
Branches1
Approximate
Number of
Customers Served
(thousands)2
United States
Canada
Other businesses
Endless assortment businesses
International high-touch solutions
businesses
TOTAL
7%
4%
2%
1%
4%
17
5
4
6
32
282
53
—
119
454
1,000
50
2,600
150
3,800
1 See Item 2, "Properties" for more information.
2 Customers served in the U.S. may include overlap with Zoro within the endless assortment businesses.
Customers and Products
Approximately 5,000 suppliers provide Grainger businesses with about 1.6 million products stocked in DCs and
branches. Additionally, Grainger’s endless assortment businesses offer millions more products through its expanding
drop-ship assortment. No single supplier comprised more than 5% of total purchases and no significant barriers exist
with respect to sources of supply.
Grainger’s MRO product offering is grouped under several broad categories, including material-handling equipment,
safety and security supplies, lighting and electrical products, power and hand tools, pumps and plumbing supplies,
cleaning and maintenance supplies and metalworking tools. Products are regularly added and removed from Grainger's
product lines on the basis of customer demand, market research, suppliers' recommendations, sales volumes and
other factors. No single product category comprises more than 17% of global sales.
United States
The U.S. business offers a broad selection of MRO products and services through its eCommerce platforms, catalogs,
branches and sales and service representatives. A combination of product breadth, local availability, speed of delivery,
detailed product information and competitively priced products and services is provided by this business.
Sales in 2019 were made to approximately 1 million customers and no single end customer accounted for more than
2% of total sales. U.S. business customers range from mid-sized businesses to large corporations, government entities
and other institutions within many industries. Macro trends and technology drive the way U.S. business customers
behave. Customers desire highly tailored solutions with real-time access to information and efficient delivery of products
and services. These trends are reflected in how customers do business as demonstrated in the following tables for
the 2019 line mix:
6
Order Origination
Order Fulfillment
Digital channels:
Website
EDI/ePro
KeepStock®
Subtotal
Non-digital channels:
Branch
Phone
Subtotal
Total
30%
25%
16%
71%
10%
19%
29%
100%
Direct-to-customer:
Ship to Customer
KeepStock®
Subtotal
Branch Pick-up
Total
70%
17%
87%
13%
100%
Customers have access to more than 4 million products through Grainger.com and other branded websites.
Grainger.com provides real-time price and product availability, detailed product information and 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. The majority of
products sold by the U.S. business are third-party owned products. In addition, approximately 21% of 2019 U.S.
business sales were private label MRO items bearing Grainger’s registered trademarks, including DAYTON®,
SPEEDAIRE®, AIR HANDLER®, TOUGH GUY®, WESTWARD®, CONDOR® and LUMAPRO®. Grainger has taken
steps to protect these trademarks against infringement and believes that they will remain available for future use in
its business.
Sales and service representatives in the U.S. business drive relationships with customers by helping select the right
products for their needs and reducing costs by utilizing Grainger as a consistent source of supply. Additionally, inventory
management through KeepStock® allows the U.S. business to help customers be more productive. KeepStock® is a
comprehensive program that includes vendor-managed inventory, customer-managed inventory and onsite vending
machines.
DCs are the primary order fulfillment channel with approximately 70% of direct shipments. Automation in the DCs
allows the majority of orders to ship complete with next-day delivery and replenish branches that provide same-day
availability to customers. The U.S. business DC network is also a primary component of Grainger’s North American
distribution network and it supplies inventory, product management, supply chain and related support services to all
Grainger subsidiaries in the North American region, including the Canada business, Mexico business and Zoro, which
are part of other businesses. Approximately 18%, 62%, and 99% of inventory purchases in 2019 for the Canadian
business, Mexican business and Zoro, respectively, were sourced from the U.S. business.
Branches in the U.S. business serve the immediate needs of customers by allowing them to directly pick up items and
leverage branch staff for their technical product expertise and search-and-select support. Branches also fulfill local
KeepStock® operations in their local markets.
The U.S. business houses the North American Customer Service Centers which support the needs of customers in
the U.S. and Canada. The centers handle more than 73,000 daily customer interactions for the region via phone, email,
eCommerce portals and online chat.
Canada
The Canada business provides a combination of product breadth, local availability, speed of delivery, detailed product
information and competitively priced products and services. The Canada business primarily serves Canadian customers
through its integrated DC and branch network as well as sales and service representatives.
Other businesses
Other businesses is comprised of the endless assortment businesses, Zoro and MonotaRO, and smaller international
high-touch solutions businesses primarily in Europe and Mexico.
7
Zoro
Zoro is an online MRO distributor, primarily serving U.S. customers through its website, Zoro.com. With sales of more
than $625 million in 2019, Zoro offers a broad selection of more than 3.5 million products to its customers. Zoro has
no branches or sales representatives, and customer orders are fulfilled through the U.S. business supply chain and
third parties.
MonotaRO
Grainger operates in Japan primarily through its majority interest in MonotaRO. MonotaRO had more than $1 billion
in revenue in 2019 and provides customers with access to approximately 20 million MRO products primarily through
its websites and catalogs. A majority of orders are conducted through MonotaRO.com and fulfilled from its DCs and
third parties. MonotaRO also operates small operations in other Asian countries, which represent less than 5% of their
sales.
Seasonality
Grainger sells products that may have seasonal fluctuations during the winter or summer seasons or during periods
of natural disasters. However, historical seasonality impacts have not been material to Grainger’s operating results.
Competition
In the large and fragmented MRO industry, Grainger faces competition from a variety of competitors, including
manufacturers (including some of its own suppliers) that sell directly to certain segments of the market, wholesale
distributors, retailers and internet-based businesses. Also, competitors vary by size, from large broad-line distributors
to small local and regional competitors. Grainger differentiates itself by providing local product availability, a broad
product line, sales and service representatives, catalogs (which include product descriptions and, in certain cases,
extensive technical and application data) and advanced electronic and eCommerce technology. Grainger also offers
other services, such as inventory management and technical support.
Employees
As of December 31, 2019, Grainger had approximately 25,300 employees, of whom approximately 23,800 were full-
time and 1,500 were part-time or temporary. Grainger has never had a major work stoppage and considers employee
relations to be good.
Website Access to Company Reports
Grainger makes available free of charge, through its website, www.invest.grainger.com, 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
if any, as soon as reasonably practicable after these materials are electronically filed with, or furnished to, the U.S.
Securities and Exchange Commission (SEC).
The SEC maintains a website that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC and the address of that site is http://www.sec.gov.
8
Information about our Executive Officers
Following is information about the executive officers of Grainger including age as of January 31, 2020. Executive
officers of Grainger generally serve until the next annual appointment of officers, or until earlier resignation or removal.
Name and Age
Kathleen S. Carroll (51)
John L. Howard (62)
D.G. Macpherson (52)
Deidra C. Merriwether (51)
Thomas B. Okray (57)
Paige K. Robbins (51)
Eric R. Tapia (43)
Positions and Offices Held and Principal Occupation and Employment During
the Past Five Years
Senior Vice President and Chief Human Resources Officer, a position assumed in
December 2018. Previously, Ms. Carroll served as Executive Vice President, Chief
Human Resources Officer of First Midwest Bancorp, Inc., a diversified financial
services company, from 2017 to 2018. Prior to that role, Ms. Carroll was employed
at Aon Corporation, a global insurance brokerage and consulting company, between
2006 and 2017, in various human resources roles, culminating in her position as
Vice President, Global Head of Talent Acquisition.
Senior Vice President and General Counsel, a position assumed in January 2000.
Previously, Mr. Howard served in several roles of increasing responsibility at
Tenneco, Inc., a global conglomerate. Prior to those roles, Mr. Howard held a variety
of legal positions in the federal government, including Associate Deputy Attorney
General in the U.S. Department of Justice and in The White House as Counsel to
the Vice President.
Chairman of the Board, a position assumed in October 2017, and Chief Executive
Officer, a position assumed in October 2016 at which time he was also appointed to
the Board of Directors. 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 and President, North American Sales & Service, a position
assumed in November 2019. Previously, Ms. Merriwether served as Senior Vice
President, U.S. Direct Sales and Strategic Initiatives, a position assumed in
September 2017, Vice President, Pricing and Indirect Procurement, a position
assumed in 2016, and as a Vice President in Finance from 2013 to 2016. Prior to
joining Grainger in September 2013, Ms. Merriwether held various positions as a
Vice President, including positions of increasing responsibility at Sears Holdings
Corporation, a broadline retailer, PriceWaterhouseCoopers, a global professional
services firm, and Eli Lilly & Company, a global pharmaceutical company, across
Finance, Procurement and Operations, lastly serving as Chief Operating Officer,
Retail Formats, at Sears Holdings Corporation.
Senior Vice President and Chief Financial Officer, a position assumed in May 2018.
Prior to joining Grainger, Mr. Okray served as Executive Vice President, Chief
Financial Officer of Advance Auto Parts, Inc., a leading automotive aftermarket parts
provider in North America, a position assumed in 2016. Previously, Mr. Okray
served as Vice President, Finance, Global Customer Fulfillment, of Amazon.com,
Inc., an online retailer, from January 2016 to October 2016, as Vice President,
Finance, North American Operations of Amazon, from June 2015 to January 2016,
and was employed by General Motors Company, a global automotive company, from
July 1989 to June 2015, in a variety of finance and supply chain related roles,
culminating in his position as CFO, Global Product Development, Purchasing &
Supply Chain, from January 2010 to June 2015.
Senior Vice President, Grainger Technology, Merchandising, Marketing, and
Strategy, a position assumed in November 2019. Previously, Ms. Robbins served as
Senior Vice President and Chief Merchandising, Marketing, Digital, Strategy Officer,
a position assumed in May 2019, as Senior Vice President and Chief Digital Officer,
a position assumed in September 2017, and as 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.
Vice President and Controller, a position assumed in October 2016. 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.
9
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, political, and industry trends affect Grainger's business environments. Grainger serves several industries
and markets 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, trade and tariff policies, costs of goods sold, currency
exchange rates, central bank interest rate changes, foreign competition, offshoring of production, oil and natural gas
prices, geopolitical developments, labor shortages, inflation, deflation, 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 also reduce the volume of products and services these customers purchase from Grainger
or impair the ability of Grainger's customers to make full and timely payments, and could cause increased pressure
on Grainger's selling prices and terms of sale. Accordingly, a significant or prolonged slowdown in economic activity
in the 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 competitive, and changes in competition could result in decreased
demand for Grainger's products and services.
Grainger competes in a variety of ways, including product assortment and availability, services offered to customers,
pricing, purchasing convenience, and the overall experience Grainger offers. This includes the ease of use of Grainger's
high-touch high-service operations (branches and digital platforms) and delivery of products.
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 online
businesses that compete with price transparency.
To remain competitive, the Company must be willing and able to respond to market pressures. Downward pressure
on sales prices, changes in the volume of our orders, and an inability to pass higher product costs on to customers
could cause our gross profit percentage to fluctuate or decline. We may not be able to pass rising product costs to
customers if those customers have ready product or supplier alternatives in the marketplace. These pressures could
have a material effect on Grainger’s sales and profitability. If the Company is unable to grow sales or reduce costs,
among other actions, the Company’s results of operations and financial condition may be adversely affected.
Moreover, Grainger expects technological advancements and the increased use of eCommerce solutions within the
industry to continue to evolve at a rapid pace. As a result, Grainger's ability to effectively compete requires Grainger
to respond and adapt to new industry trends and developments. Implementing new technology and innovations may
result in unexpected costs and interruptions to operations, may take longer than expected, and may not provide all
anticipated benefits.
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 on 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 reduce demand for these products, resulting in lower sales
volumes.
10
Unexpected product shortages, tariffs, and risks associated with Grainger's suppliers could negatively impact
customer relationships or result in an adverse impact on results of operations.
Grainger's competitive strengths include product selection and availability. Products are purchased from approximately
5,000 suppliers located in various countries around the world, not 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, geopolitical unrest, tariffs, new tariffs
or tariff increases, trade issues and policies, labor problems experienced by Grainger's suppliers, transportation
availability and cost, shortage of raw materials, inflation and other factors, any of which could adversely affect a
supplier's ability to manufacture or deliver products or could result in an increase in Grainger's product costs.
Further, Grainger sources products from Asia and other areas of the world. This increases the risk of supply disruption
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 base or product mix could cause changes in Grainger's gross margin or affect Grainger's
competitive position.
From time to time, Grainger experiences changes in customer base and product mix that affect gross margin. Changes
in customer base and product mix result primarily from business acquisitions, changes in customer demand, customer
acquisitions, selling and marketing activities, competition and the increased use of eCommerce by Grainger and its
competitors. There can be no assurance that Grainger will be able to maintain historical gross margins in the future.
Additionally, as customer base and product mix change over time, Grainger must identify new products, product lines
and services that respond to industry trends and customer needs. The inability to introduce new products and effectively
integrate them into Grainger's existing product mix could have a negative impact on future sales growth and Grainger's
competitive position.
Disruptions in Grainger's supply chain could result in an adverse impact on results of operations.
The occurrence of one or more natural disasters such as earthquakes, storms, hurricanes, floods, fires, droughts,
tornados and other extreme weather; pandemic diseases or viral contagions such as the coronavirus outbreak;
geopolitical events, such as war, civil unrest or terrorist attacks in a country in which Grainger operates or in which its
suppliers are located; and the imposition of measures that create barriers to or increase the costs associated with
international trade could result in disruption of Grainger's logistics or supply chain network. For example, should the
coronavirus outbreak persist or spread, it could disrupt the operations of the Company and its suppliers and customers.
Any such disruption or other catastrophic event could cause one or more of Grainger's distribution centers or branches
to become non-operational, adversely affect Grainger's ability to obtain or deliver inventory in a timely manner, impair
Grainger's ability to meet customer demand for products, result in lost sales, additional costs, or penalties, or damage
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 and financial
performance.
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
damage or interruption from natural disasters, power losses, telecommunication failures, user error, third party actions
11
such as malicious computer programs, denial-of-service attacks and cybersecurity breaches, and other problems. In
addition, from time to time Grainger relies on the IT systems of third parties to assist in conducting its business.
If Grainger's systems or those of third parties on which Grainger depends are damaged, breached or cease to function
properly Grainger may have to make a significant investment to repair or replace them and may suffer interruptions
in its business operations in the interim. If critical information systems fail or otherwise become unavailable, Grainger's
ability to operate its eCommerce platforms, process orders, maintain proper levels of inventories, collect accounts
receivable, disburse funds, manage its supply chain, monitor results of operations, and process and store employee
or customer data, among other functions, could be adversely affected. Any such interruption of Grainger's information
systems could have a material adverse effect on its business or results of operations.
Cybersecurity incidents, including 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.
Cyber threats are rapidly evolving and those threats and the means for obtaining access to information in digital and
other storage media are becoming increasingly sophisticated. Each year, cyber-attackers make numerous attempts
to access the information stored in the Company's information systems.
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
intellectual property or personally identifiable, credit card, confidential, proprietary or other sensitive customer, supplier,
employee or business information, or cause systems disruption.
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.
While Grainger has instituted safeguards for the protection of such information, 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.
Any breach of Grainger's security measures or any breach, error or malfeasance of those of its third party service
providers could cause Grainger to incur significant costs to protect any customers, suppliers, employees, and other
parties whose personal data is compromised and to make changes to its information systems and administrative
processes to address security issues.
Loss of customer, supplier, employee or intellectual property or other business information or failure to comply with
data privacy and security laws 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. In the past,
Grainger has experienced certain cybersecurity incidents. In each instance, Grainger provided notifications and adopted
remedial measures. While these incidents have not been deemed to be material to Grainger, there can be no assurance
that a future breach or incident would not be material to Grainger's operations and financial condition.
Grainger's ability to adequately protect its intellectual property or successfully defend against infringement
claims by others may have an adverse impact on operations.
Grainger's business relies on the use, validity and continued protection of certain proprietary information and intellectual
property, which includes current and future patents, trade secrets, trademarks, service marks, copyrights and
confidentiality agreements as well as license and sublicense agreements to use intellectual property owned by affiliated
entities or third parties. Unauthorized use of Grainger's intellectual property by others could result in harm to various
12
aspects of the business and may result in costly and protracted litigation in order to protect Grainger’s rights. In addition,
Grainger may be subject to claims that it has infringed on the intellectual property rights of others, which could subject
Grainger to liability, require Grainger to obtain licenses to use those rights at significant cost or otherwise cause Grainger
to modify its operations.
Fluctuations in foreign currency could 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 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 a 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.
An inability to successfully implement Grainger’s strategy or to integrate acquisitions, partnerships, joint
ventures and other business combination transactions could result in the benefits anticipated not being
realized and could have an adverse effect on results of operations.
Grainger has implemented and is implementing several initiatives to increase sales and earnings. If Grainger is unable
to successfully implement these initiatives, Grainger’s business, financial condition and results of operations could be
materially adversely affected. In addition, 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 or political 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, and have in the past,
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
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.
13
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 legislative, legal, and regulatory risks and conditions specific to the countries in which
it operates. In addition to Grainger's U.S. operations, which in 2019 generated approximately 72% of its consolidated
net sales, Grainger operates its business principally through wholly-owned subsidiaries in Canada, China, Germany,
Mexico, the Netherlands, and the United Kingdom, and its majority-owned subsidiary in Japan.
The wide array of laws, regulations and standards in each domestic and foreign jurisdiction where Grainger operates,
include, but are not limited to: advertising and marketing regulations, anti-bribery and corruption laws, anti-competition
regulations, data protection (including, because Grainger accepts credit cards, the Payment Card Industry Data Security
Standard), data privacy (including in the U.S., the California Consumer Privacy Act, and in the European Union, the
General Data Protection Regulation 2016, with interpretations varying from state to state and country to country) and
cybersecurity requirements (including protection of information and incident responses), environmental protection laws,
foreign exchange controls and cash repatriation restrictions, health and safety laws, import and export requirements,
intellectual property laws, labor laws (including federal and state wage and hour laws), product compliance or safety
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 fines, penalties and/or, remediation costs 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, suppliers, vendors,
or other third parties 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.
In addition, Grainger's business and results of operations in the UK may be negatively affected by changes in trade
policies, or changes in labor, immigration, tax or other laws, resulting from the UK's anticipated exit from the European
Union.
Grainger is subject to a number of rules and regulations related to its government contracts, which may result
in increased compliance costs and potential liabilities.
Grainger's contracts with U.S. federal, state and local government entities are subject to various regulations related
to procurement, formation and performance. In addition, the Company's government contracts may provide for
termination, reduction or modification by the government at any time, with or without cause. From time to time, Grainger
is subject to governmental or regulatory investigations or audits related to its compliance with these rules and
regulations. Violations of these regulations could result in fines, criminal sanctions, the inability to participate in existing
or future government contracting and other administrative sanctions. Any such penalties could result in damage to the
Company's reputation, increased costs of compliance and/or remediation and could adversely affect the Company's
financial condition and results of operations.
In conducting its business Grainger may become subject to legal proceedings or governmental investigations,
including in connection with product liability or product compliance claims if people, property or the
environment are harmed by Grainger’s products or services.
Grainger is, and from time to time may become, party to a number of legal proceedings or governmental investigations
for alleged violations of laws, rules or regulations. Grainger also may be subject to disputes and proceedings incidental
to its business, including product-related claims for personal injury or illness, death, or environmental or property
damage, including the proceedings discussed in Part I, Item 3. Legal Proceedings. Grainger also may be requested
or required to recall products or take other actions. 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. The Company’s
14
reputation could also be adversely affected by any resulting negative publicity. 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.
In December 2017, the U.S. government enacted comprehensive tax legislation that included significant changes to
the taxation of business entities. The Company's accounting for the tax effects of such legislation may be subject to
change due to subsequent clarification or amendment of the tax law which could adversely affect the Company's
operating results or financial condition.
Grainger's common stock may be subject to volatility or price declines.
The trading price of Grainger's common stock is subject to broad and unpredictable fluctuation due to changes in
economic, political and market conditions, the operating results of Grainger and its competitors, changes in expectations
as to Grainger's future financial or operating performance, including estimates by securities analysts and investors,
the Company’s failure to meet the financial performance guidance or other forward-looking statements provided to the
public, changes in capital structure, share repurchase programs or dividend policies, and a number of other factors,
including those discussed in this Item 1A. These factors, many which are outside of Grainger's control, could cause
stock price volatility or Grainger's stock price to decline.
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 the Company’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 its 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 Company to raise capital on favorable
terms, impact the Company’s ability to obtain adequate financing, and result in higher interest costs for the Company’s
existing credit facilities or on future financings.
Grainger has incurred substantial indebtedness and may incur substantial additional indebtedness, which
could adversely affect cash flow, decrease business flexibility, or prevent Grainger from fulfilling its
obligations.
As of December 31, 2019, Grainger’s consolidated indebtedness was approximately $2.4 billion. The Company’s
indebtedness could, among other things, limit Grainger’s ability to respond to rapidly changing business and economic
conditions, require the Company to dedicate a substantial portion of its cash flows to the payment of principal and
interest on its indebtedness, reducing the funds available for other business purposes, and make it more difficult to
satisfy the Company’s financial obligations as they come due during periods of adverse economic and industry
conditions.
The agreements governing Grainger’s debt agreements and instruments contain representations, warranties,
affirmative, negative and financial covenants, and default provisions. Grainger’s failure to comply with these restrictions
and obligations could result in a default under such agreements, which may allow Grainger’s creditors to accelerate
the related indebtedness. Any such acceleration could have a material adverse effect on Grainger’s business, financial
condition, results of operations, cash flows, and its ability to obtain financing on favorable terms in the future.
In addition, Grainger may in the future seek to raise additional financing for working capital, capital expenditures,
refinancing of indebtedness, share repurchases or other general corporate purposes. Grainger’s ability to obtain
additional financing will be dependent on, among other things, the Company’s financial condition, prevailing market
conditions and numerous other factors beyond the Company’s control. Such additional financing may not be available
15
on commercially reasonable terms or at all. Any inability to obtain financing when needed could materially adversely
affect the Company’s business, financial condition or results of operations.
Item 1B: Unresolved Staff Comments
None.
Item 2: Properties
As of December 31, 2019, Grainger’s owned and leased facilities totaled approximately 28.2 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)
Canada (5)
Canada
Other businesses (6)
Chicago area (2)
Facility and Use (7)
282 branch locations
17 DCs
Other facilities
53 branch locations
5 DCs
Other facilities
Other facilities
Headquarters and general offices
Total Square Feet
Size in Square Feet
(in thousands)
6,348
9,660
3,970
686
968
578
5,034
947
28,191
(1) Consists of 246 stand-alone, 34 onsite and 2 will-call express locations, of which 202 are owned and 80 are
(2)
(3)
leased. These branches range in size from approximately 500 to 109,000 square feet.
These facilities are primarily owned and range in size from approximately 45,000 to 1.5 million square feet.
These facilities include both owned and leased locations and primarily consist of storage facilities, office space
and call centers.
(4) Consists of 34 stand-alone and 19 onsite locations, of which 18 are owned and 35 are leased. These branches
range in size from approximately 500 to 70,000 square feet.
(5)
(6)
These facilities are primarily owned and range in size from approximately 40,000 to 540,000 square feet.
These facilities include owned and leased locations in North America, Japan and Europe.
(7) Owned facilities are not subject to any mortgages.
Item 3: Legal Proceedings
For a description of legal proceedings, see the disclosure contained in Note 15 to the Financial Statements included
in "Part II, Item 8: Financial Statements and Supplementary Data" of this report, which is incorporated herein by
reference.
Item 4: Mine Safety Disclosures
Not applicable.
16
Item 5: Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
PART II
Market Information and Dividends
Grainger's common stock is listed and traded on the New York Stock Exchange, under the symbol GWW.
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, 2020, was 604 with
approximately 206,588 additional shareholders holding stock through nominees.
Issuer Purchases of Equity Securities - Fourth Quarter
Period
Oct. 1 – Oct. 31
Nov. 1 – Nov. 30
Dec. 1 – Dec. 31
Total
Total Number of
Shares
Purchased (A)
112,700
126,183
81,184
320,067 (D)
Average Price
Paid Per Share
(B)
$301.83
$320.04
$319.32
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (C)
112,700
126,183
80,144
319,027
Maximum Number of
Shares That May Yet be
Purchased Under the
Plans or Programs
3,284,920 shares
3,158,737 shares
3,078,593 shares
(A) There were no shares withheld to satisfy tax withholding obligations.
(B) Average price paid per share includes any commissions paid.
(C) Purchases were made pursuant to a share repurchase program approved by Grainger's Board of Directors
and announced on April 24, 2019 (2019 Program). The 2019 Program authorizes the repurchase of up to
5 million shares with no expiration date.
(D) The difference of 1,040 shares between the Total Number of Shares Purchased and the Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs represents shares purchased by the
administrator and record keeper of the W.W. Grainger, Inc. Employees Profit Sharing Plan for the benefit
of the employees who participate in the plan.
17
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, 2014, and ending
December 31, 2019. The graph assumes that the value for the investment in Grainger common stock and in each
index was $100 on December 31, 2014, 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,
2014
2015
2016
2017
2018
2019
$ 100 $
81 $
95 $
99 $ 121 $ 148
100
100
81
101
102
114
114
138
105
132
139
174
18
Item 6: Selected Financial Data
Net sales
Gross profit
Operating earnings
$
Net earnings attributable to W.W.
Grainger, Inc. (herein referred to as
Net earnings)
Net earnings per basic share
Net earnings per diluted share
Total current assets
Property, building and equipment, net
Long-term debt (less current maturities)
Total shareholders' equity
Operating cash flow
11,486
4,397
1,262
849
15.39
15.32
3,555
1,400
1,914
2,060
1,042
2019
2018
2017
2016
2015
(In millions of dollars, except for per share amounts)
10,137 $
10,425 $
11,221 $
$
4,348
1,158
782
13.82
13.73
3,557
1,352
2,090
2,093
1,057
4,098
1,035
586
10.07
10.02
3,206
1,392
2,248
1,828
1,057
4,115
1,113
606
9.94
9.87
3,020
1,421
1,841
1,906
1,024
9,973
4,231
1,294
769
11.69
11.58
3,049
1,431
1,388
2,353
1,036
4.59
Cash dividends paid per share
$
5.68
$
5.36 $
5.06 $
4.83 $
The items discussed below are considered to materially affect the comparability of the information reflected in the
selected financial data. For further information see “Part II, Item 7: Management's Discussion and Analysis of Financial
Condition and Results of Operations” of this report, which is incorporated herein by reference.
Net earnings for 2019 included a net expense of $109 million primarily consisting of a $104 million net non-cash charge
related to intangible assets impairment at the Cromwell business in the U.K., which is part of other businesses and a
net charge of $5 million related to restructuring primarily in the U.S business.
Net earnings for 2018 included a net expense of $170 million primarily consisting of a $133 million net non-cash charge
related to goodwill and intangible asset impairment at Cromwell, which is part of other businesses and a net charge
of $37 million related to restructuring primarily consisting of asset impairment charges in Canada and other related
charges, net of gains from the sale of real estate in the U.S., Canada and corporate offices.
Net earnings for 2017 included a net expense of $84 million primarily consisting of a net charge of $102 million related
to restructuring and other charges primarily consisting of branch closures in the U.S. and Canada businesses, net of
gains on sale of real estate in the U.S., the consolidation of the contact center network in the U.S. and the wind-down
of operations in Colombia, which was part of other businesses. This was partially offset by the net benefit of $15 million
related to U.S. tax legislation and other discrete tax items.
Net earnings for 2016 included a net expense of $105 million primarily related to restructuring actions in the U.S. and
Canada, goodwill and intangible impairments in Europe and Latin America operations, contingencies and a net tax
benefit.
19
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
W.W. Grainger, Inc. (Grainger or Company) is a broad line, business-to-business distributor of maintenance, repair
and operating (MRO) products and services with operations primarily in North America, Japan and Europe. More than
3.5 million customers worldwide rely on Grainger for products such as safety, gloves, ladders, motors and janitorial
supplies, along with services such as inventory management and technical support. These customers represent a
broad collection of industries (see Note 2 to the Consolidated Financial Statements (Financial Statements)). They
place orders through digital channels, over the phone and at local branches. Approximately 5,000 suppliers provide
Grainger with about 1.6 million products stocked in Grainger's distribution centers (DCs) and branches worldwide.
Grainger’s two reportable segments are the U.S. and Canada (Acklands - Grainger, Inc. and its subsidiaries). These
reportable segments reflect the results of the Company's high-touch solutions businesses in those geographies. Other
businesses include the endless assortment businesses, (Zoro in the U.S. and MonotaRO in Japan), and smaller
international high-touch solutions businesses in Europe and Mexico.
Outlook
The Company’s strategic priority for 2020 is clear: relentlessly expand Grainger’s leadership position in the MRO space
by being the go-to-partner for people who build and run safe, sustainable and productive operations. To achieve this,
each Grainger business has a set of strategic objectives focused on top line growth through market share gain. The
U.S. business is focused on growing through differentiated sales and services (e.g., direct customer relationships and
onsite services), advantaged MRO solutions (e.g., get customers the exact products and services they need to solve
a problem quickly) and unparalleled customer service (e.g., deliver flawlessly on every customer transaction). The
Canada business is focused on growing volume and gaining market share after substantially completing a multi-year
turnaround. The other businesses are primarily focused on profitably growing the international high-touch businesses
in Europe and Mexico and the endless assortment businesses through product assortment expansion and innovative
customer acquisition. Additionally, all Grainger businesses are focused on continuously improving cost structures,
investing in digital marketing, technology and supply chain infrastructure to ultimately deliver long-term returns for
shareholders.
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
2019
2018
2019
2019
2018
$
11,486
$
11,221
2 % 100.0% 100.0%
7,089
4,397
3,135
1,262
53
314
895
46
6,873
4,348
3,190
1,158
77
258
823
41
782
3 %
1 %
(2)%
9 %
(31)%
22 %
9 %
12 %
8 %
61.7%
38.3%
27.3%
11.0%
0.5%
2.7%
7.8%
0.4%
7.4%
61.3%
38.7%
28.4%
10.3%
0.7%
2.3%
7.3%
0.4%
7.0%
Net sales
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Operating earnings
Other expense, net
Income taxes
Net earnings
Noncontrolling interest
Net earnings attributable to W.W. Grainger, Inc.
$
849
$
20
2019 Compared to 2018
Grainger's net sales of $11,486 million for the year ended 2019 increased $265 million, or 2.5%, compared to the same
period in 2018. The increase in net sales was primarily driven by volume increases in the U.S. business from market
share gain and continued double-digit growth in the endless assortments businesses, partially offset by lower sales
in the Canada business and other businesses. See Note 14 to the Financial Statements and refer to the Segment
Analysis below for further details.
Gross profit of $4,397 million for the year ended 2019 increased $49 million, or 1% compared with the same period
in 2018. The gross profit margin of 38.3% decreased 0.5 percentage points when compared to the same period in
2018, primarily driven by the lower margin endless assortment businesses which are growing at a faster rate than the
rest of the Company. Elsewhere, lower gross profit margins in the U.S. were offset by supply chain favorability in
Canada.
The tables below reconcile reported Selling, general and administrative expenses (SG&A), operating earnings, net
earnings attributable to W.W. Grainger, Inc. and diluted earnings per share, determined in accordance with Generally
Accepted Accounting Principles (GAAP) in the United States of America to adjusted SG&A, operating earnings, net
earnings attributable to W.W. Grainger, Inc. and diluted earnings per share, which are all considered non-GAAP
measures. The Company believes that these non-GAAP measures provide meaningful information to assist
shareholders in understanding financial results and assessing prospects for future performance as they provide a
better baseline for analyzing the ongoing performance of its businesses by excluding items that may not be indicative
of core operating results. Because non-GAAP financial measures are not standardized, it may not be possible to
compare these measures with other companies' non-GAAP measures having the same or similar names. These non-
GAAP measures should not be considered in isolation or as a substitute for reported results. These non-GAAP measures
reflect an additional way of viewing aspects of operations that, when viewed with GAAP results, provide a more complete
understanding of the business. All tables below are in millions of dollars:
SG&A reported
Restructuring, net of branch gains (U.S.)
Restructuring, net of branch gains (Canada)
Restructuring (Other businesses)
Impairment charges (Other businesses)
Restructuring (Unallocated expense)
Subtotal
SG&A adjusted
Operating earnings reported
Total restructuring, net and impairment charges
Operating earnings adjusted
Net earnings attributable to W.W. Grainger, Inc. reported
Total restructuring, net and impairment charges
Tax effect (1)
Total restructuring and impairment charges, net of branch
gains and tax
Twelve Months Ended
December 31,
2019
2018
$
3,135 $
3,190
%
(2)%
5
—
2
120
(1)
126
9
35
5
139
(2)
186
$
3,009 $
3,004 — %
2019
2018
%
1,262 $
1,158
9 %
126
186
1,388 $
1,344
3 %
2019
2018
$
$
$
849 $
126
(17)
109
%
8 %
1 %
782
186
(16)
170
952
Net earnings attributable to W.W. Grainger, Inc. adjusted
$
958 $
(1) The tax impact of adjustments and non-cash impairments are calculated based on the income tax
rate in each applicable jurisdiction, subject to deductibility and the Company's ability to realize the
associated tax benefits.
21
SG&A of $3,135 million for the year ended December 31, 2019 decreased $55 million, or 2% compared to $3,190
million in the same period in 2018. In the fourth quarter of 2019, Grainger recorded $120 million of impairment charges
related to intangible assets at the Cromwell business in the U.K., which is in other businesses and in the third quarter
of 2018, the Company recorded $139 million of impairment charges related to goodwill and other intangible assets for
Cromwell. Excluding restructuring, net and impairment charges in both periods as noted in the table above, SG&A
was flat to prior year on net sales growth of 2.5%.
Operating earnings of $1,262 million in 2019 increased $104 million, or 9% compared to $1,158 million in the same
period in 2018. Excluding restructuring, net and impairment charges in both periods as noted in the table above,
operating earnings increased $44 million, or 3%, driven primarily by cost take-out actions in the Canadian business
and improved SG&A leverage in the U.S. business.
Other expense, net of $53 million for the year ended 2019, decreased $24 million, or 31% compared to the same
period in 2018. The decrease in expense was primarily due to lower losses from the conclusion of the Company's
clean energy investments during the second half of 2018.
Income taxes of $314 million for the year ended 2019 increased $56 million, or 22% compared to $258 million for the
same period in 2018. Grainger's effective tax rates were 26.0% and 23.9% in 2019 and 2018, respectively. The increase
was primarily driven by lower tax benefit from stock-based compensation and the absence of the Company's clean
energy tax benefits in 2019 as the Company concluded its investments in 2018.
Net earnings attributable to W.W. Grainger, Inc. for the year ended 2019 increased $67 million, or 8% to $849 million
from $782 million in the same period in 2018. Excluding restructuring, net and impairment charges and income taxes
from both periods as noted in the table above, net earnings increased $6 million, or 1%. The increase in net earnings
primarily resulted from lower SG&A and other expense, net.
Diluted earnings per share was $15.32 for the year ended 2019 and increased 12% compared to $13.73 for the same
period in 2018, due to higher net earnings and lower average shares outstanding. Excluding restructuring, net and
impairment charges and income taxes from both periods as noted in the table above, diluted earnings per share would
have been $17.29 compared to $16.70 in 2018, an increase of 4%.
2018 Compared to 2017
For the full year 2017 to 2018 comparative discussion, see Item 7: Management’s Discussion and Analysis of Financial
Condition and Results of Operations - Results of Operations in Grainger’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2018.
Segment Analysis - 2019 Compared to 2018
The following comments at the reportable segment and other business unit level include external and intersegment
net sales and operating earnings. See Note 14 to the Financial Statements.
United States
Net sales were $8,815 million for the year ended 2019, an increase of $227 million, or 2.5% compared with net sales
of $8,588 million for 2018 and consisted of the following:
Volume
Price
Intersegment sales to Zoro (included in
other businesses)
Other
Total
Percent Increase
(Decrease)
2.0%
0.5
0.5
(0.5)
2.5%
Overall, revenue increases were primarily driven by market share gains. See Note 2 to the Financial Statements for
information related to disaggregated revenue.
22
Gross profit margin decreased 0.4 percentage points compared to the same period in 2018 reflecting the impact of
contract renegotiations and customer mix.
SG&A for the year ended 2019 was flat compared to the same period in 2018 due to strong expense management.
Operating earnings of $1,391 million increased $53 million, or 4% from $1,338 million in the same period of 2018. This
increase was driven primarily by higher sales, higher gross profit dollars and improved SG&A leverage.
Canada
Net sales were $529 million for the year ended 2019, a decrease of $124 million, or 19% when compared with $653
million for 2018 and consisted of the following:
Volume
Price
Foreign Exchange
Total
Percent (Decrease)/
Increase
(19.0)%
2.0
(2.0)
(19.0)%
For the year ended 2019, volume decreased by 19 percentage points compared to the same period in 2018 due to
customer disruption as a result of actions taken to reduce the branch footprint and optimize sales coverage.
Gross profit margin increased 0.7 percentage points in 2019 compared to the same period in 2018 primarily due to
inventory and supply chain efficiencies.
SG&A decreased $89 million, or 34% in 2019 compared to the same period in 2018. Excluding restructuring, net in
both periods as noted in the table above, SG&A would have decreased $54 million, or 24% compared to the prior
period. This decrease was primarily due to cost reduction actions and lower variable expense as a result of lower sales
volume.
Operating earnings were $3 million for the year ended 2019 compared to losses of $49 million in the same period in
2018. Excluding restructuring, net in both periods (as noted in the table above and Note 5 to the Financial Statements),
operating earnings would have been $3 million compared to operating losses of $14 million in the prior period primarily
due to lower SG&A and lower sales volume.
Other businesses
Net sales for other businesses were $2,651 million for the year ended 2019, an increase of $210 million, or 8.5%,
when compared to the same period in 2018. The net sales increase was primarily due to incremental sales at the
endless assortment businesses and consisted of the following:
Volume
Foreign exchange
Total
Percent Increase/
(Decrease)
9.5%
(1.0)
8.5%
The net sales increase was primarily due to customer acquisition growth from the endless assortment businesses,
partially offset by foreign exchange headwinds from the euro and pound sterling.
Operating losses for other businesses were $9 million for the year ended 2019, a decrease of $17 million, or 216%
compared to operating earnings of $8 million for 2018. Other businesses included impairment charges in 2019 and
2018 relating to the Cromwell business in the U.K. See Note 4 and Note 5 to the Financial Statements. Excluding
restructuring, net and impairment charges in both periods, operating earnings decreased $40 million, or 27%. This
decrease is primarily due to the endless assortment businesses' investments to drive long-term growth and performance
in the high-touch solutions businesses.
23
Segment Analysis - 2018 Compared to 2017
For the full year 2017 to 2018 comparative discussion, see Item 7: Management’s Discussion and Analysis of Financial
Condition and Results of Operations - Segment Analysis - 2018 Compared to 2017 in Grainger’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2018.
Financial Condition
For the full year 2017 discussion, see Item 7: Management’s Discussion and Analysis of Financial Condition and
Results of Operations - Financial Condition in Grainger’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2018.
Grainger believes that its current level of cash and cash equivalents, marketable securities and availability under its
revolving credit facilities will be sufficient to meet its liquidity needs. Grainger expects to continue to invest in its business
and return excess cash to shareholders through cash dividends and share repurchases, which it plans to fund through
total available liquidity and cash flows generated from operations. Grainger also maintains access to capital markets
and may issue debt or equity securities from time to time, which may provide an additional source of liquidity.
Cash and Cash Equivalents
At December 31, 2019 and 2018, Grainger had cash and cash equivalents of $360 million and $538 million, respectively.
Approximately 69% and 49% were outside the U.S. as of December 31, 2019 and 2018, respectively. Grainger has
no material limits or restrictions on its ability to use these foreign liquid assets.
Cash Flows
2019 Compared to 2018
Net cash provided by operating activities was $1,042 million and $1,057 million for the years ended December 31,
2019 and 2018, respectively. The decrease in cash provided by operating activities was primarily related to employee
variable compensation payments, partially offset by favorable net income and changes in working capital.
Net cash used in investing activities was $202 million and $166 million for the years ended December 31, 2019 and
2018, respectively. This increase in net cash used in investing activities was primarily driven by lower proceeds from
the sales of assets when compared to the prior year.
Net cash used in financing activities was $1,023 million and $670 million in the years ended December 31, 2019 and
2018, respectively. The increase in net cash used in financing activities was primarily driven by higher treasury stock
repurchases in 2019 compared to 2018 and lower proceeds from stock options exercised.
Working Capital
Internally generated funds are the primary source of working capital and growth initiatives including capital expenditures.
Grainger's working capital is not impacted by significant seasonality trends throughout the year.
Working capital consists of current assets (less non-operating cash) and current liabilities (less short-term debt, current
maturities of long-term debt and lease liabilities). Working capital was $2,092 million at December 31, 2019, compared
with $1,898 million at December 31, 2018, primarily due to an increase in accounts receivable and inventory and
decreases in accrued compensation and benefits partially offset by increases in accounts payable. At these dates, the
ratio of current assets to current liabilities was 2.6 and 2.4, respectively.
24
Capital Expenditures
In each of the past two years, a portion of the Company's net cash flows has been used for additions to property,
buildings, equipment and capitalized software (presented in Intangibles - net on the Consolidated Balance Sheet) as
summarized in the following table (in millions of dollars):
Land, buildings, structures and improvements
Furniture, fixtures, machinery and equipment
Subtotal
Capitalized software
Total
For the Years Ended December 31,
2019
2018
$
$
47
$
131
178
43
221
$
69
137
206
33
239
In 2019, the Company continued to invest in its North American and Japanese distribution networks (e.g. new DCs
and branches as well as machinery and equipment to further automate the distribution process). In addition, the
Company invested in the development of inventory management and software solutions.
In 2018, the Company continued to invest in its North American distribution network (e.g. new or expanding existing
facilities and technology). Other investments include the consolidation of facility and office locations and development
of software solutions.
Projected spending for 2020 is expected to be approximately $250 million which includes continued investments in its
supply chain, software development, office space maintenance and inventory management solutions. Grainger expects
to fund 2020 capital spending primarily from operating cash flows.
Debt
Grainger maintains a debt ratio and liquidity position that provides flexibility in funding working capital needs and long-
term cash requirements. In addition to internally generated funds, Grainger has various sources of financing available,
including bank borrowings under lines of credit. Total debt, which is defined as total interest-bearing debt (short-term
current and long-term) and lease liabilities as a percent of total capitalization, was 54.3% and 51.5%, as of December 31,
2019 and 2018, respectively.
Grainger receives ratings from two independent credit ratings agencies: Moody's Investor Service (Moody's) and
Standard & Poor's (S&P). Both credit rating agencies currently rate our corporate credit at investment grade. The
following table summarizes the Company's credit ratings at December 31, 2019:
Moody's
S&P
Corporate
Senior Unsecured
Short-term
A3
A+
A3
A+
P2
A1
25
Commitments and Other Contractual Obligations
At December 31, 2019 Grainger's contractual obligations, including estimated payments due by period, are as follows
(in millions of dollars):
Payments Due by Period
Total
Amounts
Committed
Less than 1
Year
1 - 3 Years
3 - 5 Years
More than 5
Years
$
246
$
Debt obligations
Interest on debt
Operating lease obligations
Purchase obligations:
Uncompleted additions to
property, buildings and
equipment
Commitments to purchase
inventory
Other goods and services
Other liabilities
Total
$
$
2,181
2,035
239
88
498
317
103
5,461
$
81
63
88
498
177
81
1,234
129
157
100
—
—
112
5
$
6
$
156
46
—
—
28
4
1,800
1,641
30
—
—
—
13
$
503
$
240
$
3,484
See Notes 6, 7 and 9 to the Financial Statements for further detail related to debt, interest on debt and operating lease
obligations.
Purchase obligations are made in the normal course of business to meet operating needs. While purchase orders for
both inventory purchases and non-inventory purchases are generally 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 other employee benefit plans.
The Company's net obligation for postretirement healthcare benefits plan of approximately $2 million, is not included
in the table above as no additional amounts are required to be funded as of December 31, 2019. The Company's
historical practice regarding this plan has been to contribute amounts necessary to satisfy minimum pension funding
requirements, plus periodic discretionary amounts determined to be appropriate.
Grainger has recorded a noncurrent liability of approximately $32 million for tax uncertainties and interest at
December 31, 2019. This amount is excluded from the table above, as Grainger cannot predict the timing of these
cash payments by period. See Note 13 to the Financial Statements.
Off-Balance Sheet Arrangements
Grainger does not have any material off-balance sheet arrangements.
Critical Accounting Estimates
The methods, assumptions, and estimates that used in applying the Company’s accounting policies may require the
application of judgments regarding matters that are inherently uncertain. The Company considers an accounting policy
to be a critical estimate if: (1) it involves assumptions that are uncertain when judgment was applied, and (2) changes
in the estimate assumptions, or selection of a different estimate methodology could have a significant impact on
Grainger’s consolidated financial position and results. While the Company believes that estimates, assumptions, and
judgments used are reasonable, they are based on information available when the estimate was made. See Note 1
to the Financial Statements for further information on the Company’s critical accounting estimates, which are as follows:
Inventory: Inventory reflected at the lower of cost or net realizable value considering future demand, market conditions
and liquidation values;
26
Goodwill and Intangible Assets Impairment: the valuation methods and assumptions used in assessing the impairment
of goodwill and intangible assets; and
Contingencies: the estimation of when a contingent loss is probable and reasonably estimable.
Forward-Looking Statements
From time to time, in this Annual Report on Form 10-K, as well as in other written reports, communications and verbal
statements, Grainger makes forward-looking statements that are not historical in nature but concern forecasts of future
results, business plans, analyses, prospects, strategies, objectives and other matters that may be deemed to be
“forward-looking statements” under the federal securities laws. Forward-looking statements can generally be identified
by their use of terms such as “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,”
“predict,” “project,” “will” or “would” and similar terms and phrases, including references to assumptions.
Grainger cannot guarantee that any forward-looking statement will be realized and achievement of future results is
subject to risks and uncertainties, many of which are beyond the Company's control, which could cause Grainger's
results to differ materially from those that are presented.
Important factors that could cause actual results to differ materially from those presented or implied in the forward-
looking statements include, without limitation: higher product costs or other expenses; a major loss of customers; loss
or disruption of sources of supply; increased competitive pricing pressures; failure to develop or implement new
technology initiatives or business strategies; failure to adequately protect intellectual property or successfully defend
against infringement claims; fluctuations or declines in the Company's gross profit percentage; the Company's
responses to market pressures; the outcome of pending and future litigation or governmental or regulatory proceedings,
including with respect to wage and hour, anti-bribery and corruption, environmental, advertising, product liability, safety
or compliance, or privacy and cybersecurity matters; investigations, inquiries, audits and changes in laws and
regulations; failure to comply with laws, regulations and standards; government contract matters; disruption of
information technology or data security systems involving us or third parties on which we depend; general industry,
economic, market or political conditions; general global economic conditions including tariffs and trade issues and
policies; currency exchange rate fluctuations; market volatility, including volatility or price declines of the Company's
common stock; commodity price volatility; labor shortages; facilities disruptions or shutdowns; higher fuel costs or
disruptions in transportation services; pandemic diseases or viral contagions; natural and other catastrophes;
unanticipated and/or extreme weather conditions; loss of key members of management; the Company's ability to
operate, integrate and leverage acquired businesses; changes in effective tax rates; changes in credit ratings or outlook;
the Company's incurrence of indebtedness 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 update or revise any of its forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Grainger's primary market risk exposures as follows:
Foreign Currency Exchange Rates
Grainger’s financial results, including the value of assets and liabilities, are exposed to foreign currency exchange rate
risk when the financial statements of the business units outside the U.S., as stated in their local currencies, are translated
into U.S. dollars. Grainger's net earnings exposure to foreign currency exchange rates was not material for 2019.
Interest Rate Risks
Grainger is exposed to interest rate risk on its variable-rate debt used to fund international businesses (See Note 7 to
the Financial Statements) and it does not currently use any derivative instruments to manage these exposures. As of
December 31, 2019, the annualized effect of a 0.1 percentage point increase in interest rates on Grainger’s variable-
rate debt obligations would not have a material impact on net earnings.
27
Commodity Price Risk
Grainger’s transportation costs are exposed to fluctuations in the price of fuel and some sourced products contain
commodity-priced materials. The Company regularly monitors commodity trends and, as a broadline supplier, mitigates
any material exposure to commodity price risk by having alternative sourcing plans in place that mitigate the risk of
supplier concentration, passing commodity-related inflation to customers or suppliers, and continuing to scale its
distribution networks, including its transportation infrastructure.
Item 8: Financial Statements and Supplementary Data
The financial statements and supplementary data are included on pages 32 to 63. See the Index to Financial Statements
and Supplementary Data on page 31.
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 Rule 13a-15 of the Securities Exchange Act of 1934, as amended
(Exchange Act). 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 32 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, 2019, is included on page 33 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: Other Information
None.
28
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 29, 2020, under the captions “Nominees and Director Experience and
Qualifications,” "Annual Election of Directors,” “Candidates for Board Membership,” “Board Affairs and Nominating
Committee,” “Audit Committee” and “Delinquent Section 16(a) Reports.” Information required by this item regarding
executive officers of Grainger is set forth in Part I, Item 1, under the caption “Information about our Executive Officers.”
is available
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
through Grainger’s website at
directors, officers and employees, which
www.invest.grainger.com. All Grainger employees are trained and certified yearly on these guidelines. 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.
free of charge
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 29, 2020, under the captions “Director Compensation,” “Compensation
Discussion and Analysis,” “Compensation Committee,” “Report of the Compensation Committee of the Board” and
"Fees for Independent Compensation Consultant."
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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 29, 2020, under the captions “Ownership of Grainger Stock” and “Equity
Compensation Plans.”
Item 13: Certain Relationships and Related Transactions, and Director Independence
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 29, 2020, under the captions “Director Independence,” "Annual 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 29, 2020, under the caption “Audit Fees and Audit Committee Pre-Approval
Policies and Procedures.”
29
Item 15: Exhibits and Financial Statements Schedules
(a) Documents filed as part of this Form 10-K
PART IV
(1) Financial Statements: see "Item 8: Financial Statements and Supplementary Data," on page 31 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 64 of the Form 10-K.
Item 16: Form 10-K Summary
None.
30
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
December 31, 2019, 2018 and 2017
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
32
33
36
37
38
39
40
41
31
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, 2019, 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, 2019.
Ernst & Young LLP, an independent registered public accounting firm, has audited Grainger's internal control over
financial reporting as of December 31, 2019, as stated in their report, which is included herein.
32
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
W.W. Grainger, Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of W.W. Grainger, Inc. and subsidiaries (the Company)
as of December 31, 2019 and 2018, 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, 2019, and the related
notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and
2018, and the consolidated results of its operations and its cash flows for each of the three years in the period ended
December 31, 2019, 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) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, 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 20, 2020 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our
audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or
complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
33
Valuation of Goodwill for the Canadian Reporting Unit
Description of the Matter At December 31, 2019, the Company’s Canadian reporting unit goodwill balance was $126
million. As discussed in Notes 1 and 4 of the financial statements, goodwill is tested at
the reporting unit level annually during the fourth quarter and more frequently if impairment
indicators exist.
How We Addressed the
Matter in Our Audit
Auditing management’s annual goodwill impairment test was complex and highly
judgmental due to the significant estimation required in assessing the fair value of the
Canadian reporting unit. The fair value estimate was sensitive to significant assumptions
such as the revenue growth expectations, future expected cash flows, and operating
earnings, which are affected by expectations about future market or economic conditions.
Our audit procedures included, among others obtaining an understanding, evaluating the
design and testing the operating effectiveness of controls over the Company’s goodwill
impairment review process, including controls over management’s review of the significant
assumptions described above.
To test the estimated fair value of the Company’s Canadian reporting unit, we performed
audit procedures that included, among others, assessing methodologies and involving our
valuation specialists to assist in testing the significant assumptions and testing the
completeness and accuracy of the underlying data used by the Company in its analysis.
We compared the significant assumptions used by management to current industry and
economic trends, changes to the Company’s business model, customer base or product
mix, and other relevant factors. We assessed the historical accuracy of management’s
estimates and performed sensitivity analyses of significant assumptions to evaluate the
changes in the fair value of the reporting units that would result from changes in
the assumptions. In addition, we reviewed the reconciliation of the fair value of the reporting
units to the market capitalization of the Company.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2005.
Chicago, Illinois
February 20, 2020
34
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
W.W. Grainger, Inc. and Subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited W.W. Grainger, Inc. and subsidiaries’ internal control over financial reporting as of December 31,
2019, 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). In our opinion, W.W Grainger,
Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, 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, 2018 and the related notes and our report dated February 20,
2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of effectiveness of the internal control over financial reporting included in the accompanying
Management’s Annual Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ Ernst & Young LLP
Chicago, Illinois
February 20, 2020
35
W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
(In millions, except for per share amounts)
Net sales
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Operating earnings
Other (income) expense:
Interest expense, net
Other, net
Total other expense, net
Earnings before income taxes
Income taxes
Net earnings
Less: Net earnings attributable to noncontrolling
interest
Net earnings attributable to W.W. Grainger, Inc.
Earnings per share:
Basic
Diluted
Weighted average number of shares outstanding:
Basic
Diluted
For the Years Ended December 31,
2019
2018
2017
$
11,486 $
11,221 $
10,425
7,089
4,397
3,135
1,262
79
(26)
53
1,209
314
895
46
6,873
4,348
3,190
1,158
82
(5)
77
1,081
258
823
41
$
$
$
849 $
782 $
15.39 $
15.32 $
13.82 $
13.73 $
54.7
54.9
56.1
56.5
6,327
4,098
3,063
1,035
86
13
99
936
313
623
37
586
10.07
10.02
57.7
58.0
The accompanying notes are an integral part of these financial statements.
36
W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In millions of dollars)
Net earnings
$
895
$
823
$
623
For the Years Ended December 31,
2019
2018
2017
Other comprehensive earnings (losses):
Foreign currency translation adjustments, net of
reclassification (see Note 5 and Note 12)
Postretirement benefit plan re-measurement, net of tax
expense $29 million (see Note 8 and Note 12)
Postretirement benefit plan reclassification, net of tax
benefit of $2 million, $3 million and $1 million,
respectively
Total other comprehensive earnings (losses)
Comprehensive earnings, net of tax
Less: Comprehensive earnings (losses) attributable to
noncontrolling interest
Net earnings
Foreign currency translation adjustments
Total comprehensive earnings (losses) attributable to
noncontrolling interest
26
—
(6)
20
915
46
3
49
(41)
—
(7)
(48)
775
41
3
44
Comprehensive earnings attributable to W.W. Grainger, Inc. $
866
$
731
$
The accompanying notes are an integral part of these financial statements.
93
47
2
142
765
37
4
41
724
37
W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In millions of dollars, except for share and per share amounts)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Accounts receivable (less allowance for doubtful accounts of $21 million
and $25 million, respectively)
Inventories – net
Prepaid expenses and other assets
Prepaid income taxes
Total current assets
PROPERTY, BUILDINGS AND EQUIPMENT – NET
DEFERRED INCOME TAXES
GOODWILL
INTANGIBLES – NET
OTHER ASSETS
TOTAL ASSETS
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
OTHER NON-CURRENT LIABILITIES
SHAREHOLDERS' EQUITY
Cumulative preferred stock – $5 par value – 12,000,000 shares authorized;
none issued nor 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
Treasury stock, at cost - 55,971,691 and 53,796,859 shares, respectively
Total W.W. Grainger, Inc. shareholders’ equity
Noncontrolling interest
Total shareholders' equity
$
$
As of December 31,
2019
2018
$
360 $
538
1,425
1,655
104
11
3,555
1,400
11
429
304
306
1,385
1,541
83
10
3,557
1,352
12
424
460
68
6,005 $
5,873
55 $
246
719
228
85
318
27
1,678
1,914
106
247
—
55
1,182
8,405
(154)
(7,633)
1,855
205
2,060
49
81
678
262
133
269
29
1,501
2,090
103
86
—
55
1,134
7,869
(171)
(6,966)
1,921
172
2,093
5,873
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
6,005 $
The accompanying notes are an integral part of these financial statements.
38
W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of dollars)
For the Years Ended December 31,
2017
2018
2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings
$
895 $
823
$
Provision for losses on accounts receivable
Deferred income taxes and tax uncertainties
Depreciation and amortization
Impairment of goodwill, intangible and other assets
Net (gains) losses from sales of assets and business divestitures
Stock-based compensation
Subtotal
Change in operating assets and liabilities
Accounts receivable
Inventories
Prepaid expenses and other assets
Trade accounts payable
Accrued liabilities
Income taxes – net
Other non-current liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, buildings, equipment and intangibles
Proceeds from sales of assets
Equity method proceeds (investment)
Other – net
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease 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
Payments for employee taxes withheld from stock awards
Purchases of treasury stock
Cash dividends paid
Other – net
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
12
4
229
123
(6)
40
402
(42)
(106)
(33)
32
(84)
(3)
(19)
1,042
(221)
17
2
—
(202)
—
20
(15)
—
(42)
49
(11)
(700)
(328)
4
(1,023)
5
(178)
538
360 $
84 $
322 $
$
$
$
7
7
257
156
(6)
47
468
(79)
(129)
(2)
(51)
18
36
(27)
1,057
(239)
86
(13)
—
(166)
—
26
(31)
—
(96)
181
(12)
(425)
(316)
3
(670)
(10)
211
327
538
86
229
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
623
16
(5)
264
28
28
33
364
(103)
(5)
(5)
72
113
4
(6)
1,057
(237)
120
(35)
6
(146)
(370)
74
(43)
401
(39)
47
(28)
(605)
(304)
—
(867)
9
53
274
327
78
335
39
W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In millions of dollars, except for per share amounts)
Common
Stock
Additional
Contributed
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Earnings
(Losses)
Treasury
Stock
Noncontrolling
Interest
Total
$
55 $
1,030 $
7,113 $
(273) $
(6,128) $
108 $
1,905
—
—
—
—
—
—
10
—
—
—
—
1
—
—
586
—
—
(294)
—
—
—
138
—
—
60
(608)
—
—
—
—
—
—
37
4
—
70
(608)
623
142
—
(11)
(304)
$
55 $
1,041 $
7,405 $
(135) $
(6,676) $
138 $
1,828
—
—
—
—
—
—
—
92
—
—
—
—
—
1
—
—
782
—
—
(15)
(303)
—
—
—
(51)
—
15
—
122
(412)
—
—
—
—
—
—
—
41
3
4
—
214
(412)
823
(48)
4
—
(14)
(316)
$
55 $
1,134 $
7,869 $
(171) $
(6,966) $
172 $
2,093
—
—
—
—
—
—
46
—
—
—
2
—
—
—
849
—
—
(313)
—
—
—
17
—
—
33
(700)
—
—
—
—
—
—
46
3
—
79
(700)
895
20
2
(16)
(329)
$
55 $
1,182 $
8,405 $
(154) $
(7,633) $
205 $
2,060
Balance at January 1,
2017
Stock based
compensation
Purchases of treasury
stock
Net earnings
Other comprehensive
earnings (losses)
Capital contribution
Cash dividends paid
($5.06 per share)
Balance at December 31,
2017
Stock based
compensation
Purchases of treasury
stock
Net earnings
Other comprehensive
earnings (losses)
Capital contribution
Reclassification due to the
adoption of ASU
2018-02
Cash dividends paid
($5.36 per share)
Balance at December 31,
2018
Stock based
compensation
Purchases of treasury
stock
Net earnings
Other comprehensive
earnings (losses)
Capital contribution
Cash dividends paid
($5.68 per share)
Balance at December 31,
2019
The accompanying notes are an integral part of these financial statements.
40
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
COMPANY BACKGROUND
W.W. Grainger, Inc. is a broad line, business-to-business distributor of maintenance, repair and operating (MRO)
products and services with operations primarily in North America, Japan and Europe. In this report, the words “Company”
or “Grainger” mean W.W. Grainger, Inc. and its subsidiaries.
PRINCIPLES OF CONSOLIDATION
The Consolidated Financial Statements (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 controlling ownership interest in MonotaRO Co., Ltd.
(MonotaRO), the endless assortment business in Japan, with the residual representing the noncontrolling interest.
USE OF ESTIMATES
The preparation of the Company's consolidated financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions affecting reported amounts in the
consolidated financial statements and accompanying notes. Actual results may differ from those estimates.
FOREIGN CURRENCY TRANSLATION
The U.S. dollar is the Company's 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. Translation
gains or losses are recorded as a separate component of other comprehensive earnings (losses).
REVENUE RECOGNITION
The Company recognizes revenue when a sales arrangement with a customer exists (e.g., contract, purchase orders,
others), the transaction price is fixed or determinable and the Company has satisfied its performance obligation per
the sales arrangement.
The majority of Company revenue originates from contracts with a single performance obligation to deliver products,
whereby performance obligations are satisfied when control of the product is transferred to the customer per the
arranged shipping terms. Some Company contracts contain a combination of product sales and services, which are
distinct and accounted for as separate performance obligations, and are satisfied when the services are rendered.
Total service revenue is not material and accounted for approximately 1% of total Company revenue for the twelve
months ended December 31, 2019.
The Company’s revenue is measured at the determinable transaction price, net of any variable considerations granted
to customers and any taxes collected from customers and subsequently remitted to governmental authorities. Variable
considerations include rights to return product and sales incentives, which primarily consist of volume rebates. These
variable considerations are estimated throughout the year based on various factors, including contract terms, historical
experience and performance levels. Total accrued sales returns were approximately $25 million and $29 million as of
December 31, 2019 and 2018, respectively, and are reported as a reduction of Accounts receivable, net. Total accrued
sales incentives were approximately $57 million and $62 million as of December 31, 2019 and 2018, respectively, and
are reported as part of Accrued expenses.
The Company records a contract asset when it has a right to payment from a customer that is conditioned on events
other than the passage of time. The Company also records a contract liability when customers prepay but the Company
has not yet satisfied its performance obligation. The Company did not have any material unsatisfied performance
obligations, contract assets or liabilities as of December 31, 2019 and 2018.
COST OF GOODS SOLD (COGS)
COGS includes the purchase cost of goods sold, net of vendor considerations, in-bound shipping and handling costs
and service costs. The Company receives vendor considerations, such as rebates to promote their products, which
are generally recorded as a reduction to COGS. Rebates earned from vendors that are based on product purchases
are capitalized into inventory and rebates earned based on products sold are credited directly to COGS.
41
ADVERTISING
Advertising costs, which includes online marketing, are generally expensed in the year the related advertisement is
first presented or when incurred. Catalog expense is amortized over the life of the catalog, generally one year, beginning
in the month of its distribution and is included in advertising expense. Total advertising expense was $316 million, $241
million and $187 million for 2019, 2018 and 2017, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A)
Company SG&A is primarily comprised of compensation and benefit costs, indirect purchasing, supply chain and
branch operations, technology, leases, restructuring, impairments, advertising 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 on a straight line basis over the vesting periods, net of estimated forfeitures.
INCOME TAXES
The Company recognizes the provision for income taxes using the asset and liability method, under which deferred
tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between
the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards.
Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in
effect for the years in which those tax assets are expected to be realized or settled. Also, the Company evaluates
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.
The Company recognizes tax benefits from uncertain tax positions only if (based on the technical merits of the position)
it is more likely than not that the tax positions will be sustained on examination by the tax authority. The Company
recognizes interest expense and penalties to its tax uncertainties in the provision for income taxes.
OTHER COMPREHENSIVE EARNINGS (LOSSES)
The Company's Other comprehensive earnings (losses) include foreign currency translation adjustments 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.
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.
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. Also, the Company has a broad customer base representing many diverse
industries across North America, Japan and Europe. 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 allowances for
customer accounts that are potentially uncollectible and these are determined based on several factors, including the
age of the receivables, historical collection trends, and economic conditions that may have an impact on a specific
industry, group of customers or a specific customer.
INVENTORIES
Company inventories primarily consist of merchandise purchased for resale, and they are valued at the lower of cost
or net realizable value. The Company uses the last-in, first-out (LIFO) method to account for approximately 70% of
total inventory and the first-in, first-out (FIFO) method for the remaining inventory. The Company regularly reviews
inventory to evaluate continued demand and records provisions for the difference between excess and obsolete
inventories and net realizable value. Estimated realizable value consider various variables, including product demand,
aging and shelf life, market conditions, and liquidation or disposition history and values.
42
If FIFO had been used for all of the Company’s inventories, they would have been $426 million and $394 million higher
than reported at December 31, 2019 and December 31, 2018, respectively. Concurrently, net earnings would have
increased by $24 million and $8 million, and decreased by $1 million for the years ended December 31, 2019, 2018
and 2017, respectively.
PROPERTY, BUILDINGS AND EQUIPMENT
Company property, buildings and equipment are valued at cost. Depreciation is estimated using the declining-balance,
sum-of-the-years-digits and straight-line depreciation methods over the assets' useful lives as follows:
Buildings, structures and improvements
Furniture, fixtures, machinery and equipment
10 to 30 years
3 to 10 years
Depreciation expense was $150 million, $162 million and $170 million for the years ended December 31, 2019, 2018
and 2017, respectively.
The Company capitalized interest costs of $9 million, $10 million and $2 million for the years ended December 31,
2019, 2018 and 2017, respectively.
LEASES
The Company leases certain properties and buildings (including branches, warehouses, distribution centers and office
space) and equipment under various arrangements which provide the right to use the underlying asset and require
lease payments for the lease term. The Company’s lease portfolio consists mainly of operating leases which expire
at various dates through 2036.
Many of the property and building lease agreements obligate the Company to pay real estate taxes, insurance and
certain maintenance costs (hereinafter referred to as non-lease components). Certain of the Company’s lease
arrangements contain renewal provisions from 1 to 30 years, exercisable at the Company's option. The Company’s
lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company determines if an arrangement is an operating lease at inception. Leases with an initial term of 12 months
or less are not recorded on the balance sheet. All other leases are recorded on the balance sheet with right of use
(ROU) assets representing the right to use the underlying asset for the lease term and lease liabilities representing
the obligation to make lease payments arising from the lease.
ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease
payments over the lease term and include options to extend or terminate the lease when they are reasonably certain
to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate
based on the information available at lease commencement date. Lease agreements with lease and non-lease
components are generally accounted for as a single lease component. The Company’s operating lease expense is
recognized on a straight-line basis over the lease term and is recorded in SG&A.
GOODWILL AND OTHER INTANGIBLE ASSETS
In a business acquisition, the Company recognizes goodwill as the excess purchase price of an acquired reporting
unit over the net amount assigned to assets acquired including intangible assets, and liabilities assumed. Acquired
intangibles include both: assets with indefinite lives and assets that are subject to amortization, which are amortized
straight line over their estimated useful lives.
The Company tests goodwill and indefinite-lived intangibles for impairment annually during the fourth quarter and more
frequently if impairment indicators exist. The Company performs qualitative assessments of significant events and
circumstances, such as reporting units' historical and current results, assumptions regarding future performance,
strategic initiatives and overall economic factors to determine the existence of impairment indicators and assess if it
is more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset is less than its carrying
value and if a quantitative impairment test is necessary. In the quantitative test, Grainger compares the carrying value
of the reporting unit or an indefinite-lived intangible asset with its fair value. Any excess of the carrying value over fair
value is recorded as an impairment charge, presented as part of SG&A.
The fair value of reporting units is calculated primarily using the discounted cash flow method and utilizing value
indicators from a market approach to evaluate the reasonableness of the resulting fair values. Estimates of market-
43
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.
The Company’s indefinite-lived intangibles are primarily trade names. The fair value of trade names is calculated
primarily using the relief-from-royalty method, which estimates the expected royalty savings attributable to the
ownership of the trade name asset. The key assumptions when valuing a trade name are the revenue base, the royalty
rate, and the discount rate.
Additionally, the Company capitalizes certain costs related to the purchase and development of internal-use software,
which are presented as intangible assets. Amortization of capitalized software is on a straight-line basis over three or
five years.
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 group may be
impaired. An impairment loss is recognized when estimated undiscounted future cash flows resulting from use of the
asset group, including disposition, are less than their carrying value. Impairment is measured as the amount by which
the asset group's carrying amount exceeds the fair value.
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 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections - Amendments to SEC Paragraphs
Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and
33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates (SEC Update). This ASU
clarifies or improves the disclosure and presentation requirements of a variety of codification topics by aligning with
the SEC's regulations, thereby eliminating redundancies and making the codification easier to apply. This ASU was
effective immediately upon issuance and did not have a material impact on the Company's Financial Statements and
related disclosures.
On January 1, 2019, the Company adopted ASU 2016-02, Leases as modified subsequently by ASUs 2018-01, 2018-10,
2018-11, 2018-20 and 2019-01(Topic 842). The Company utilized the simplified modified retrospective transition method
that allowed for a cumulative-effect adjustment in the period of adoption, and did not restate prior periods. Additionally,
the Company elected the practical expedients package permitted under the transition guidance. Adoption of the new
standard resulted in the recording of ROU assets and lease liabilities of approximately $208 million and $205 million,
respectively, as of January 1, 2019 related to operating and finance leases.
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13,
Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments as modified by
subsequently issued ASUs 2018-19, 2019-04, 2019-05 and 2019-11. This ASU requires estimating all expected credit
losses for certain types of financial instruments, including trade receivables, held at the reporting date based on
historical experience, current conditions and reasonable and supportable forecasts. Per the permitted effective dates,
the Company will adopt this ASU effective January 1, 2020. The Company does not expect the adoption of this ASU
to have a material impact on the Company's Financial Statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income
Taxes. This ASU clarifies and simplifies accounting for income taxes by eliminating certain exceptions for intraperiod
tax allocation principles, the methodology for calculating income tax rates in an interim period, and recognition of
deferred taxes for outside basis differences in an investment, among other updates. Per the permitted effective dates,
the Company will adopt this ASU effective January 1, 2021. The Company is evaluating the impact of this ASU.
44
NOTE 2 - REVENUE
Company revenue is primarily comprised of MRO product sales and related activities, such as freight and services.
Grainger serves a large number of customers in diverse industries, which are subject to different economic and market
specific factors. The Company's presentation of revenue by industry most reasonably depicts how the nature, amount,
timing and uncertainty of Company revenue and cash flows are affected by economic and market specific factors. The
following table presents the Company's percentage of revenue by reportable segment and by major customer industry:
Twelve Months Ended December 31, 2019
Canada
U.S.
Total Company (2)
14 %
17 %
10 %
5 %
6 %
8 %
7 %
8 %
4 %
21 %
100 %
100 %
Total Company (2)
14 %
18 %
11 %
5 %
5 %
8 %
7 %
8 %
4 %
20 %
100 %
100 %
Government
Heavy Manufacturing
Light Manufacturing
Transportation
Healthcare
Commercial
Retail/Wholesale
Contractors
Natural Resources
Other (1)
Total net sales
Percent of Total Company Revenue
18 %
19 %
12 %
6 %
7 %
10 %
9 %
10 %
3 %
6 %
100 %
72 %
6 %
20 %
6 %
8 %
— %
9 %
4 %
10 %
33 %
4 %
100 %
5 %
(1) Other category primarily includes revenue from individual customers not aligned to major industry
segment, including small businesses and consumers, and intersegment net sales.
(2) Total Company includes other businesses, which include the Company's endless assortment businesses
and operations in Europe and Mexico and account for approximately 23% of revenue for the twelve
months ended December 31, 2019.
Twelve Months Ended December 31, 2018
Canada
U.S.
Government
Heavy Manufacturing
Light Manufacturing
Transportation
Healthcare
Commercial
Retail/Wholesale
Contractors
Natural Resources
Other (1)
Total net sales
Percent of Total Company Revenue
18 %
19 %
13 %
6 %
7 %
9 %
8 %
10 %
3 %
7 %
100 %
72 %
6 %
20 %
6 %
7 %
— %
10 %
4 %
11 %
32 %
4 %
100 %
6 %
(1) Other category primarily includes revenue from individual customers not aligned to major industry
segment, including small businesses and consumers, and intersegment net sales.
(2) Total Company includes other businesses, which include the Company's endless assortment businesses
and operations in Europe and Mexico and account for approximately 22% of revenue for the twelve
months ended December 31, 2018.
45
NOTE 3 - PROPERTY, BUILDINGS AND EQUIPMENT
Property, buildings and equipment consisted of the following (in millions of dollars):
Land
Building, structures and improvements
Furniture, fixtures, machinery and equipment
Property, buildings and equipment
Less: Accumulated depreciation and amortization
Property, buildings and equipment, net
$
$
$
NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS
As of
December 31, 2019
332 $
1,329
1,832
3,493 $
2,093
1,400 $
December 31, 2018
318
1,338
1,785
3,441
2,089
1,352
The balances and changes in the carrying amount of Goodwill by segment are as follows (in millions of dollars):
United States
Canada
Other
businesses
Total
Balance at January 1, 2018
Impairment
Translation
Balance at December 31, 2018
Translation
Balance at December 31, 2019
$
$
192
—
—
192
—
192
$
$
130
—
(10)
120
6
126
$
$
222
(105)
(5)
112
(1)
111
$
$
544
(105)
(15)
424
5
429
Cumulative goodwill impairment
charges, December 31, 2019 (1)
$
— $
32
$
152
$
184
United States
Canada
Other
businesses
Total
(1) Restated to include only impairments related to current businesses in Grainger's portfolio.
There were no impairments to goodwill for the years ended December 31, 2019 and 2017. In 2018, there was a $105
million goodwill impairment recorded in SG&A at the Cromwell business in the U.K.
46
The balances and changes in Intangible assets - net are as follows (in millions of dollars):
As of December 31,
2019
2018
Weighted
average
life
Gross
carrying
amount
Accumulated
amortization/
impairment
Net
carrying
amount
Gross
carrying
amount
Accumulated
amortization/
impairment
Net
carrying
amount
Customer lists
and
relationships
Trademarks,
trade names
and other
Non-amortized
trade names
and other
Capitalized
software
Total
intangible
assets
13.2 years
$
401
$
301 $
100
$
410
$
204 $
206
14.1 years
—
4.2 years
36
100
626
20
38
16
62
500
126
24
133
657
15
34
9
99
511
146
8.2 years
$
1,163
$
859 $
304
$
1,224
$
764 $
460
Amortization expense of intangible assets presented within SG&A, excluding impairment charges was $78 million,
$92 million, and $89 million for the years ended December 31, 2019, 2018 and 2017, respectively. Estimated
amortization expense for future periods is as follows (in millions of dollars):
Year
2020
2021
2022
2023
2024
Thereafter
Total
Expense
72
55
38
13
12
52
242
$
$
Grainger completed its annual impairment testing during the fourth quarter of 2019. Qualitative tests for the quarter
indicated the existence of impairment indicators for the Canada business and Cromwell (included in other businesses).
As such, quantitative tests were performed.
Based on the result of the quantitative tests performed for the Canada business, the Company concluded that there
was no impairment of goodwill. The risk of impairment for the Canada business is dependent upon key assumptions
included in the determination of the reporting unit's fair value, particularly revenue growth expectations, future expected
cash flows and operating earnings performance. Changes in assumptions regarding future performance and
unfavorable economic environment in Canada may have a significant impact on future cash flows expectations and
require the recording of future impairment charges. The carrying value of the Canada businesses goodwill was $126
million as of December 31, 2019.
The quantitative test for Cromwell indicated the existence of impairment of the reporting unit’s intangible assets.
Cromwell’s declining operating performance and accelerated customer attrition resulted in lowered outlook projections.
As a result, the Company concluded that Cromwell’s trade name was fully impaired. Concurrently, as a result of the
circumstances leading to trade name impairment, the Company performed a recoverability and fair value test of
Cromwell’s customer relationships intangible asset and concluded to impair the asset. The aggregate impairment
charge for Cromwell’s intangibles in 2019 amounted to approximately $120 million.
Previously, during the third quarter of 2018 the Company recorded impairment charges totaling $139 million attributable
to all of Cromwell’s goodwill and a portion of its trade name assets. This impairment was driven by the deterioration
47
of Cromwell’s operating performance at the time combined with prolonged softness and uncertainty in the U.K. market
due to Brexit and other unfavorable economic conditions.
NOTE 5 - RESTRUCTURING
Restructuring activity for the twelve months ended December 31, 2019 was not material. In the twelve months ended
December 31, 2018 and 2017, the Company recorded restructuring charges of approximately $47 million and $116
million, respectively. These charges primarily consisted of involuntary employee termination costs across the business,
asset impairments, write-down losses and other exit-related costs and are included in SG&A. The charges in the U.S.
and Canada businesses were partially offset by gains from the sales of real estate. The reserve balance as of December
31, 2019 and December 31, 2018 was approximately $10 million and $47 million, respectively, and is primarily included
in Accrued compensation and benefits. The remaining reserves are expected to be paid through 2020.
NOTE 6 - SHORT-TERM DEBT
Short-term debt consisted of the following (in millions 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
As of December 31,
2019
2018
$
$
$
$
55
56
2.32%
2.44%
—
—
—%
$
$
$
$
49
138
2.29%
2.35%
—
90
1.80%
Lines of Credit
The Company's U.S. business has a five-year $750 million unsecured revolving line of credit, maturing in 2022. There
were no borrowings outstanding under the line of credit as of December 31, 2019 and 2018. The primary purpose of
this credit facility is to support the Company's commercial paper program and for general corporate purposes.
Foreign subsidiaries utilize lines of credit for working capital purposes and other operating needs. These foreign lines
of credit in aggregate were $55 million and $49 million as of December 31, 2019 and 2018, respectively.
Commercial Paper
The Company issues commercial paper from time to time for general working capital needs. At December 31, 2019,
there was none outstanding.
The Company's short-term debt instruments include affirmative and negative covenants that are usual and customary
for companies with similar credit ratings and do not contain any financial performance covenants. The Company was
in compliance with all debt covenants as of December 31, 2019.
48
NOTE 7 - LONG-TERM DEBT
Long-term debt consisted of the following (in millions of dollars):
4.60% senior notes due 2045
3.75% senior notes due 2046
4.20% senior notes due 2047
British pound term loan
Euro term loan
Canadian dollar revolving credit facility
Other
Subtotal
Less current maturities
Debt issuance costs and discounts, net of
amortization
Long-term debt (less current maturities)
$
As of December 31,
2019
2018
Carrying
Value
Fair Value (1)
Carrying
Value
Fair Value (1)
$
1,000
$
1,194
$
1,000
$
1,026
400
400
170
123
46
42
2,181
(246)
(21)
1,914
416
449
170
123
46
42
2,440
(246)
400
400
174
126
44
49
2,193
(81)
(21)
(22)
$
2,173
$
2,090
$
357
383
174
126
44
49
2,159
(81)
(22)
2,056
(1) The estimated fair value of the Company’s Senior Notes was based on available external pricing data and current
market rates for similar debt instruments, among other factors, which are classified as level 2 inputs within the fair
value hierarchy. The carrying value of other long-term debt approximates fair value due to their variable interest rates.
Senior Notes
In the years 2015-2017, Grainger issued $1.8 billion in long-term debt (Senior Notes) to partially fund the
repurchase of $2.8 billion in shares of the total $3 billion previously announced. The remaining share repurchases
were funded from internally generated cash. Debt was issued as follows:
•
•
•
In May 2017, $400 million payable in 30 years and carries a 4.20% interest rate, payable semiannually.
In May 2016, $400 million payable in 30 years and carries a 3.75% interest rate, payable semiannually.
In June 2015, $1 billion payable in 30 years and carries a 4.60% interest rate, payable semiannually.
The Company may redeem the Senior Notes in whole at any time or in part from time to time at a “make-whole”
redemption price prior to their respective maturity dates. The 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 Senior Notes plus
20-25 basis points, together with accrued and unpaid interest, if any, at 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 Senior Notes at
101% of their principal amount plus accrued and unpaid interest, if any, at the date of purchase. Within one year of
the maturity date, the Company may redeem the Senior Notes in whole at any time or in part at 100% of their principal
amount, together with accrued and unpaid interest, if any, to the redemption date.
Costs and discounts of approximately $24 million associated with the issuance of the Senior Notes, representing
underwriting fees and other expenses, have been recorded as a contra-liability within Long-term debt and are being
amortized to interest expense over the term of the Senior Notes.
British Pound Term Loan
In August 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 up to £20 million (see Note 6 to the Financial Statements). 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 and accordingly, the
amount outstanding is included in Current maturities of long-term debt as of December 31, 2019. At the election of the
Company, the term loan bears interest at the LIBOR Rate plus a margin of 75 basis points, as defined within the term
loan agreement. At December 31, 2019 , the Company had elected a one-month LIBOR interest period. The weighted
average interest rate was 1.47% and 1.34% for the years ended December 31, 2019 and 2018, respectively.
49
Euro Term Loan
In August 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 (see Note 6 to the Financial Statements). 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 EURIBOR plus a margin of 45 basis points, as defined within the
term loan agreement. If EURIBOR is less than zero, then EURIBOR will be deemed to be zero. The interest rate at
both December 31, 2019 and 2018 was 0.45%.
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. The loan bears interest at the Canadian Dollar Offered Rate (CDOR) plus a margin of 80 basis points,
as defined within the loan agreement. The weighted average interest rate during the year on this outstanding amount
was 2.82%. No principal payments are required on the credit facility until the maturity date. In July 2019, the facility
was amended to mature in 2020 and accordingly, the amount outstanding is included in Current maturities of long-
term debt as of December 31, 2019.
The scheduled aggregate principal payments related to long-term debt, excluding debt issuance costs, are due as
follows (in millions of dollars):
Year
2020
2021
2022
2023
2024
Thereafter
Total
Payment Amount
$
$
246
129
—
—
6
1,800
2,181
The Company's long-term debt instruments include affirmative and negative covenants that are usual and customary
for companies with similar credit ratings and do not contain any financial performance covenants. The Company was
in compliance with all debt covenants as of December 31, 2019.
NOTE 8 - 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. The plan aligns
Company contributions to Company performance and includes two components, a variable annual contribution based
on the Company's rate of return on invested capital and an automatic contribution equal to 3% of the eligible employee's
total eligible compensation. In addition, employees covered by the plan are also able to make personal contributions.
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 $113 million, $164 million, and
$120 million for 2019, 2018 and 2017, respectively.
The Company sponsors additional defined contribution plans available to certain U.S. and foreign employees for which
contributions are made by the Company and participating employees. The expense associated with these defined
contribution plans totaled $19 million, $13 million, and $18 million for 2019, 2018 and 2017, respectively.
Postretirement Healthcare Benefits Plans
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.
50
Participation in the plan is voluntary and requires participants to make contributions toward the cost of the plan, as
determined by the Company.
During the third quarter of 2017, the Company implemented plan design changes effective January 1, 2018, for the
post-65 age group. This plan change moved all post-65 Medicare eligible retirees to healthcare exchanges and provided
them a subsidy to purchase insurance. The amount of the subsidy is based on years of service. As a result of the plan
change, the plan obligation was remeasured as of August 31, 2017. The remeasurement resulted in a decrease in the
postretirement benefit obligation of $76 million and a corresponding unrecognized gain recorded in Other
comprehensive earnings net of tax of $29 million.
Certain amounts in the 2017 financial statements, as previously reported, have been reclassified to conform to the
2018 presentation. In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standard
Update (ASU) 2017-07, Compensation Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic
Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07), which became effective January 1, 2018.
The net periodic benefits costs were valued with a measurement date of January 1 for each year and August 31, 2017
remeasurement date and consisted of the following components (in millions of dollars):
For the Years Ended December 31,
2018
2019
2017
SG&A
Service cost
Other income (expense)
Interest cost
Expected return on assets
Amortization of prior service credit
Amortization of unrecognized gains
Net periodic (benefits) costs
$
$
4
$
6
$
7
(12)
(10)
(4)
(15)
$
7
(13)
(10)
(3)
(13)
$
7
8
(12)
(7)
(2)
(6)
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 millions of dollars):
Benefit obligation at beginning of year
Service cost
Interest cost
Plan participants' contributions
Actuarial (gains)
Benefits paid
Prescription drug rebates
Benefit obligation at end of year
Plan assets available for benefits at beginning of year
Actual (losses) returns on plan assets
Plan participants' contributions
Prescription drug rebates
Benefits paid
Plan assets available for benefits at end of year
Noncurrent postretirement benefit obligation
51
2019
2018
$
$
$
$
190
4
7
3
5
(9)
—
200
176
28
3
—
(9)
198
2
$
$
$
$
208
6
7
3
(26)
(9)
1
190
189
(8)
3
1
(9)
176
14
The amounts recognized in AOCE consisted of the following (in millions of dollars):
Prior service credit
Unrecognized gains
Deferred tax (liability)
Net accumulated gains
As of December 31,
2019
2018
$
$
61
44
(26)
79
$
$
71
37
(26)
82
The Company has elected to amortize the amount of net unrecognized gains over a period equal to the average
remaining service period for active plan participants expected to retire and receive benefits of approximately 11.1 years
for 2019.
The postretirement 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 of each year (excluding the
August 31, 2017 remeasurement date):
For the Years Ended December 31,
2019
2018
2017
Discount rate
Long-term rate of return on plan assets, net of tax
Initial healthcare cost trend rate
Pre age 65
Post age 65
Catastrophic drug benefit
Ultimate healthcare cost trend rate
Year ultimate healthcare cost trend rate reached
HRA credit inflation index for grandfathered retirees
4.08%
7.13%
6.31%
NA
NA
4.50%
2026
2.50%
3.44%
7.13%
6.56%
NA
12.50%
4.50%
2026
2.50%
4.00%
7.13%
6.81%
9.36%
NA
4.50%
2026
NA
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
Pre age 65
Post age 65
Catastrophic drug benefit
Ultimate healthcare cost trend rate
Year ultimate healthcare cost trend rate reached
HRA credit inflation index for grandfathered retirees
2019
2018
2017
3.01%
4.00%
6.06%
NA
NA
4.50%
2026
2.50%
4.08%
7.13%
6.31%
NA
11.50%
4.50%
2026
2.50%
3.44%
7.13%
6.56%
NA
12.50%
4.50%
2026
2.50%
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, 2019, the Company decreased
the discount rate from 4.08% to 3.01% to reflect the decrease in the market interest rates at December 31, 2019.
The Company reviews external data and its own historical trends for healthcare costs to determine the healthcare
cost trend rates. As of December 31, 2019, the initial healthcare cost trend rate was 6.06% for pre age 65. The
52
healthcare costs trend rates decline each year until reaching the ultimate trend rate of 2.50%. The plan amendment
adopted in 2017 moves all post age 65 Medicare eligible retirees to an exchange and provides a subsidy to those
retirees to purchase insurance. The amount of the subsidy is based on years of service and is indexed at 2.50% for
grandfathered employees.
The Company has established a Group Benefit Trust (Trust) to fund the plan obligations and process benefit payments.
In 2019, the Company liquidated previously held index funds and has temporarily invested all assets of the Trust in
money market funds. The Company is in the process of transitioning the Trust assets from money market funds into
a liability driven investment solution composed of growth assets and fixed income. 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 millions of dollars):
Registered investment companies:
Vanguard Federal Money Market Fund
Fidelity Government Money Market Fund
Fidelity Spartan U.S. Equity Index Fund
Vanguard 500 Index Fund
Vanguard Total International Stock
Plan Assets
Less: trust liabilities
Plan assets available for benefits
2019
2018
$
$
109
95
—
—
—
204
(6)
198
$
$
—
—
80
93
26
199
(23)
176
Consistent with the new investment strategy, the after-tax expected long-term rates of return on plan assets of 4.00%
at December 31, 2019 is based on the historical average of long-term rates of return and an estimated tax rate. The
required use of an expected long-term rate of return on plan assets may result in recognition of income that is greater
or lower 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 no minimum funding requirements and the Company
intends to follow its practice of funding the maximum deductible contribution under the IRC.
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 millions of dollars):
Year
2020
2021
2022
2023
2024
2025-2029
Total
Estimated Gross
Benefit
Payments
9
10
11
12
12
62
116
$
$
53
NOTE 9 - LEASES
The Company leases certain properties and buildings (including branches, warehouses, distribution centers and office
space) and equipment under various arrangements which provide the right to use the underlying asset and require
lease payments for the lease term. The Company’s lease portfolio consists mainly of operating leases which expire
at various dates through 2036. Finance leases and service contracts with lease arrangements are not material and
the following disclosures pertain to the Company’s operating leases.
Information related to operating leases is as follows (in millions of dollars):
As of December 31,
2019
ROU Assets
Other assets
Operating lease liabilities
Accrued expenses
Other non-current liabilities
Total operating lease liabilities
$
$
223
58
171
229
Weighted average remaining lease term
Weighted average incremental borrowing rate
Cash paid for operating leases
ROU assets obtained in exchange for operating lease obligations
Twelve Months
Ended December
31, 2019
5 years
2.3%
67
88
$
$
Rent expense was $76 million for 2019, 2018 and 2017. These amounts are net of sublease income of $3 million, $3
million and $2 million for 2019, 2018 and 2017.
Maturities of operating lease liabilities as of December 31, 2019 (in millions of dollars) are as follows:
Maturity of operating
lease liabilities
$
2020
2021
2022
2023
2024
Thereafter
Total lease payments
Less interest
Present value of lease liabilities
$
63
55
45
30
16
30
239
(10)
229
Capital leases as of December 31, 2019 and 2018 were not considered material. Capital lease obligations are reported
in Long-term debt.
As of December 31, 2019, the Company's future lease obligations that have not yet commenced are immaterial.
54
NOTE 10 - STOCK INCENTIVE PLANS
The Company maintains stock incentive plans under which the Company may grant a variety of incentive awards to
employees and executives, which include restricted stock units (RSUs), non-qualified stock options, performance
shares and deferred stock units. As of December 31, 2019, there were 2.3 million shares available for grant under the
plans. When awards are exercised or settled, shares of the Company’s treasury stock are issued.
Pretax stock-based compensation expense included in SG&A was $40 million, $47 million, and $33 million in 2019,
2018 and 2017, respectively, and was primarily comprised of RSUs. Related income tax benefits recognized in earnings
were $15 million, $26 million, and $26 million in 2019, 2018 and 2017, respectively.
Restricted Stock Units
The Company awards RSUs to certain employees and executives. RSUs vest generally over periods from one to
seven years from issuance. RSU expense for the years ended December 31, 2019, 2018 and 2017 was approximately
$27 million, $23 million and $17 million, respectively. The following table summarizes RSU activity (in millions, except
for share and per share amounts):
2019
2018
2017
Weighted
Average
Price Per
Share
Weighted
Average
Price Per
Share
Weighted
Average
Price Per
Share
Shares
Shares
Shares
343,814 $
96,823 $
245.38
299.25
352,919 $
226.31
373,403 $
221.77
141,775 $
284.98
129,378 $
222.53
(36,224) $
253.22
(56,393) $
245.08
(47,488) $
229.36
(78,289) $
326,124 $
247.96
259.88
(94,487) $
233.75
(102,374) $
203.51
343,814 $
245.38
352,919 $
226.31
Beginning nonvested units
Issued
Canceled
Vested
Ending nonvested units
Fair value of shares vested
$
19
$
22
$
21
At December 31, 2019 there was $45 million of total unrecognized compensation expense related to nonvested RSUs
that the Company expects to recognize over a weighted average period of 2.1 years.
Stock Options
The Company issues stock options to certain employees and executives. Stock options are granted with an exercise
price equal to the closing market price of the Company's stock on the day of the grant. The options generally expire
10 years from the grant date. Stock option expense for the years ended December 31, 2019, 2018 and 2017 was
approximately $8 million, $9 million and $13 million, respectively. At December 31, 2019 there was $10.5 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.
55
NOTE 11 - CAPITAL STOCK
The Company had no shares of preferred stock outstanding as of December 31, 2019 and 2018. The activity related
to outstanding common stock and common stock held in treasury was as follows:
2019
2018
2017
Outstanding
Common
Stock
Treasury
Stock
Outstanding
Common
Stock
Treasury
Stock
Outstanding
Common
Stock
Treasury
Stock
55,862,360 53,796,859
56,328,863 53,330,356
58,804,314 50,854,905
232,052
(232,052)
930,258
(930,258)
407,542
(407,542)
52,182
(52,182)
80,988
(80,988)
103,331
(103,331)
14,027
(14,027)
1,911
(1,911)
13,978
(13,978)
Balance at beginning of
period
Exercise of stock options
Settlement of restricted stock
units, net of 26,107,
39,075 and 36,585 shares
retained, respectively
Settlement of performance
share units, net of 6,737,
1,027 and 9,334 shares
retained, respectively
Purchase of treasury shares
(2,473,093)
2,473,093
(1,479,660)
1,479,660
(3,000,302)
3,000,302
Balance at end of period
53,687,528 55,971,691
55,862,360 53,796,859
56,328,863 53,330,356
56
NOTE 12 - ACCUMULATED OTHER COMPREHENSIVE EARNINGS (LOSSES) (AOCE)
The components of AOCE consisted of the following (in millions of dollars):
Foreign
Currency
Translation
and Other
Defined
Postretirement
Benefit Plan
Other
Employment-
related
Benefit Plans
Total
Foreign
Currency
Translation
Attributable to
Noncontrolling
Interests
AOCE
Attributable
to W.W.
Grainger,
Inc.
$
(316) $
25 $
(5) $
(296) $
(23) $
(273)
Balance at January 1,
2017, net of tax
Other comprehensive
earnings (loss) before
reclassifications, net of
tax
Amounts reclassified to
Net earnings
Net current period activity $
Balance at December 31,
$
2017, net of tax
Other comprehensive
earnings (loss) before
reclassifications, net of
tax
Amounts reclassified to
Net earnings
Amounts reclassified to
Retained earnings
75
18
93 $
(223) $
(43)
2
—
Net current period activity $
(41) $
Balance at December 31,
2018, net of tax
$
(264) $
Other comprehensive
earnings (loss) before
reclassifications, net of
tax
Amounts reclassified to
Net earnings
Net current period activity
Balance at December 31,
25
1
26
86
(38)
48 $
73 $
4
(10)
15
9 $
82 $
8
(11)
(3)
1
—
162
(20)
4
—
1 $
142 $
4 $
158
(20)
138
(4) $
(154) $
(19) $
(135)
(1)
(40)
—
—
(8)
15
3
—
—
(1) $
(33) $
3 $
(43)
(8)
15
(36)
(5) $
(187) $
(16) $
(171)
(3)
—
(3)
30
(10)
20
3
—
3
27
(10)
17
2019, net of tax
$
(238) $
79 $
(8) $
(167) $
(13) $
(154)
57
NOTE 13 - INCOME TAXES
Earnings (losses) before income taxes by geographical area consisted of the following (in millions of dollars):
U.S.
Foreign
Total
For the Years Ended December 31,
2019
2018
2017
$
$
1,226
(17)
1,209
$
$
1,163
(82)
1,081
$
$
971
(35)
936
Income tax expense consisted of the following (in millions of dollars):
For the Years Ended December 31,
2018
2017
2019
Current income tax expense:
U.S. Federal
U.S. State
Foreign
Total current
Deferred income tax expense
Total income tax expense
$
$
199
44
58
301
13
314
$
$
166
32
47
245
13
258
$
$
248
29
22
299
14
313
The income tax effects of temporary differences that gave rise to the net deferred tax asset (liability) as of December
31, 2019 and 2018 were as follows (in millions of dollars):
Deferred tax assets:
Accrued expenses
Foreign operating loss carryforwards
Accrued employment-related benefits
Tax credit carryforward
Other
Deferred tax assets
Less valuation allowance
Deferred tax assets, net of valuation allowance
Deferred tax liabilities:
Property, buildings and equipment
Intangibles
Prepaids
Other
Deferred tax liabilities
Net deferred tax liability
The net deferred tax asset (liability) is classified as follows:
Noncurrent assets
Noncurrent liabilities
Net deferred tax liability
As of December 31,
2019
2018
$
$
86
67
49
22
12
236
(72)
164
(134)
(83)
(6)
(6)
(229)
(65)
$
11
(76)
(65)
$
$
35
64
49
22
11
181
(72)
109
(44)
(105)
(6)
(8)
(163)
(54)
12
(66)
(54)
$
$
$
$
$
At December 31, 2019 the Company had $286 million of net operating loss (NOLs) carryforwards related primarily to
foreign operations. Some of the operating loss carryforwards may expire at various dates through 2039. The Company
58
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 millions of dollars):
For the Years Ended December 31,
2019
2018
Balance at beginning of period
Increases primarily related to foreign NOLs
Releases related to foreign NOLs
Increase related to U.S. foreign tax credits
Balance at end of period
$
$
(72)
$
(9)
10
(1)
(72)
$
(84)
(3)
16
(1)
(72)
A reconciliation of income tax expense with federal income taxes at the statutory rate follows (in millions of dollars):
Federal income tax
State income taxes, net of federal income tax benefit
Clean energy credit
Foreign rate difference
Goodwill impairment
U.S. tax legislation impact
Excess tax benefits from stock-based compensation
Other - net
Income tax expense
Effective tax rate
Foreign Undistributed Earnings
For the Years Ended December 31,
2018
2017
2019
$
$
254
36
—
25
—
—
(2)
1
314
26.0%
$
$
227
32
(20)
20
20
—
(15)
(6)
258
23.9%
$
$
327
20
(38)
10
—
(3)
(14)
11
313
33.5%
Estimated gross undistributed earnings of foreign subsidiaries at December 31, 2019, amounted to $402 million. The
Company considers these undistributed earnings permanently reinvested in its foreign operations and is not recording
a deferred tax liability for any foreign withholding taxes on such amounts. The Company's permanent reinvestment
assertion has not changed following the enactment of the 2017 Tax Cuts and Jobs Act. If at some future date the
Company ceases to be permanently reinvested in its foreign subsidiaries, the Company may be subject to foreign
withholding and other taxes on these undistributed earnings and may need to record a deferred tax liability for any
outside basis difference in its investments in its foreign subsidiaries.
Tax Uncertainties
The Company recognizes in the financial statements a provision for tax uncertainties, resulting from application of
complex tax regulations in multiple tax jurisdictions. The changes in the liability for tax uncertainties, excluding interest,
are as follows (in millions 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
$
$
59
For the Years Ended December 31,
2019
2018
2017
37
3
1
(1)
(10)
(2)
28
$
$
45
4
3
(5)
(9)
(1)
37
$
$
59
4
5
(13)
(5)
(5)
45
The Company classifies the liability for tax uncertainties in deferred income taxes and tax uncertainties. Included in
this amount are $8 million and $13 million at December 31, 2019 and 2018, 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. Excluding the timing items, the remaining amounts
would affect the annual tax rate. In 2019, the changes to tax positions related generally to the impact of expiring
statutes, conclusion of audits and audit settlements. Estimated interest and penalties were not material.
The Company regularly undergoes examination of its federal income tax returns by the Internal Revenue Service. The
statute of limitations expired for the Company's 2015 federal tax return while tax years 2016 through 2019 are open.
The Company is also subject to audit by state, local and foreign taxing authorities. Tax years 2012-2019 remain subject
to state and local audits and 2007-2019 remain subject to foreign audits. The amount of liability associated with the
Company's tax uncertainties 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.
NOTE 14 - SEGMENT INFORMATION
Grainger’s two reportable segments are the U.S. and Canada. These reportable segments reflect the results of the
Company's high-touch solutions businesses in those geographies. Other businesses include the endless assortment
businesses, Zoro Tools, Inc. (Zoro) and MonotaRO Co. (MonotaRO), and smaller high-tough solutions businesses in
Europe and Mexico. 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 millions of dollars):
United States
Canada
2019
Total
Reportable
Segments
Other
businesses
Total
Total net sales
$
Intersegment net sales
Net sales to external customers $
8,815 $
(505)
8,310 $
529 $
9,344 $
2,651 $
11,995
—
(505)
(4)
529 $
8,839 $
2,647
(509)
11,486
Segment operating earnings
$
1,391 $
3 $
1,394 $
(9) $
1,385
United States
Canada
2018
Total
Reportable
Segments
Other
businesses
Total
Total net sales
$
Intersegment net sales
Net sales to external customers $
8,588 $
(457)
8,131 $
653 $
9,241 $
2,441 $
11,682
—
(457)
(4)
(461)
653 $
8,784 $
2,437 $
11,221
Segment operating earnings
$
1,338 $
(49) $
1,289 $
8 $
1,297
60
United States
Canada
2017
Total
Reportable
Segments
Other
businesses
Total
Total net sales
$
Intersegment net sales
Net sales to external customers $
7,960 $
(404)
7,556 $
753 $
8,713 $
2,120 $
10,833
—
(404)
(4)
(408)
753 $
8,309 $
2,116 $
10,425
Segment operating earnings
$
1,200 $
(77) $
1,123 $
56 $
1,179
Following are reconciliations of the segment information with the consolidated totals per the Financial Statements
(in millions of dollars):
2019
2018
2017
1,394
(9)
(123)
1,262
2,668
173
2,841
3,003
161
6,005
148
17
165
45
210
168
9
177
72
249
$
$
$
$
$
$
$
$
$
$
$
1,289
8
(139)
1,158
2,496
188
2,684
2,879
310
5,873
166
19
185
49
234
200
7
207
39
246
$
$
$
$
$
$
$
$
$
$
$
1,123
56
(144)
1,035
2,310
279
2,589
3,033
182
5,804
169
19
188
53
241
187
8
195
67
262
Operating earnings:
Total operating earnings for reportable segments
Other businesses
Unallocated expenses
Total consolidated operating earnings
Assets:
United States
Canada
Assets for reportable segments
Other current and noncurrent assets
Unallocated assets
Total consolidated assets
Depreciation and amortization:
United States
Canada
$
$
$
$
$
$
Depreciation and amortization for reportable segments $
Other businesses and unallocated
Total consolidated depreciation and amortization
Additions to long-lived assets
United States
Canada
Additions to long-lived assets for reportable segments
Other businesses and unallocated
Total consolidated additions to long-lived assets
$
$
$
$
61
Following are revenue and long-lived assets by geographic location (in millions of dollars):
Revenue by geographic location:
United States
Canada
Other foreign countries
Long-lived segment assets by geographic location:
United States
Canada
Other foreign countries
2019
2018
2017
$
$
$
$
8,865
539
2,082
11,486
1,268
152
327
1,747
$
$
$
$
8,613
658
1,950
11,221
1,140
136
202
1,478
$
$
$
$
7,948
761
1,716
10,425
1,098
199
247
1,544
The Company is a broad-line distributor of MRO products and services. Products are regularly added and deleted
from the Company's inventory. Accordingly, it would be impractical to provide sales information by product category
due to the way the business is managed.
Unallocated amounts include corporate-level support and administrative expenses, corporate-level assets
consisting primarily of cash, property, buildings and equipment and intersegment eliminations and other adjustments.
Unallocated expenses and assets are not included in any reportable segment.
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, capitalized
software and ROU assets of $223 million as of December 31, 2019.
Depreciation and amortization presented above includes depreciation of long-lived assets and amortization of
capitalized software.
NOTE 15 - CONTINGENCIES AND LEGAL MATTERS
From time to time the Company is involved in various legal and administrative proceedings that are incidental to its
business, including 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, customers, governmental entities and
other third parties. For example, beginning in the fourth quarter of 2019, Grainger has been named in several product
liability-related lawsuits in the Harris County, Texas District Court relating to an explosion at a KMCO, LLC chemical
refinery located in Harris County. The complaints seek recovery of compensatory and other damages and relief.
Grainger is investigating the claims, which are at an early stage, and intends to contest these matters vigorously. Also,
as a government contractor selling to federal, state and local governmental entities, the Company may be subject to
governmental or regulatory inquiries or audits or other proceedings, including those related to contract administration
or to pricing compliance. While the Company is unable to predict the outcome of any of these matters, 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.
From time to time, the Company has also 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 manufactured
by third parties purportedly distributed by the Company. While several lawsuits have been dismissed in the past based
on the lack of product identification, if a specific product distributed by the Company is identified in any pending or
future lawsuits, the Company will seek to exercise indemnification remedies against the product manufacturer to the
extent available. 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 and coverage and
the costs of defense, of lawsuits involving claims of exposure to asbestos. The Company believes it has strong legal
and factual defenses and intends to continue defending itself vigorously in these lawsuits. While the Company is unable
62
to predict the outcome of these proceedings, 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.
NOTE 16 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
A summary of selected quarterly information for 2019 and 2018 is as follows (in millions of dollars, except for per share
amounts):
Net sales
COGS
Gross profit
SG&A
Operating earnings
Net earnings attributable to
W.W. Grainger, Inc.
Earnings per share - basic
Earnings per share - diluted
Net sales
COGS
Gross profit
SG&A
Operating earnings
Net earnings attributable to
W.W. Grainger, Inc.
Earnings per share - basic
Earnings per share - diluted
March 31
June 30
September 30
December 31
Total
2019 Quarter Ended
$
$
$
$
$
$
$
$
2,799
1,704
1,095
732
363
253
4.50
4.48
March 31
2,766
1,674
1,092
757
335
232
4.09
4.07
$
$
$
$
$
$
$
$
2,893
1,772
1,121
741
380
260
4.69
4.67
$
$
$
$
2,947
1,848
1,099
761
338
233
4.27
4.25
$
$
$
$
2,847
1,765
1,082
901
181
103
1.89
1.88
2018 Quarter Ended
June 30
September 30
December 31
2,861
1,750
1,111
767
344
237
4.19
4.16
$
$
$
$
2,831
1,752
1,079
890
189
104
1.84
1.82
$
$
$
$
2,763
1,697
1,066
776
290
209
3.71
3.68
$
11,486
7,089
4,397
3,135
1,262
849
15.39
15.32
Total
11,221
6,873
4,348
3,190
1,158
782
13.82
13.73
$
$
$
$
$
$
$
NOTE 17 - SUBSEQUENT EVENT
In February 2020, the Company entered into a five-year syndicated $1.25 billion revolving credit facility (2020 Credit
Facility). The 2020 Credit Facility is unsecured and repayable at maturity in February 2025, subject to two one-year
extensions if sufficient lenders agree. This revolving credit facility replaced the Company's 2017 Credit Facility.
63
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 20, 2020
W.W. GRAINGER, INC.
By:
/s/ D.G. Macpherson
D.G. Macpherson
Chairman and 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 20, 2020, in the capacities indicated.
/s/ D.G. Macpherson
D.G. Macpherson
Chairman and Chief Executive Officer,
Director
(Principal Executive Officer)
/s/ Thomas B. Okray
Thomas B. Okray
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/ 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
/s/ Lucas E. Watson
Lucas E. Watson
Director
64
EXHIBIT NO.
2.1
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
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.
By-laws, as amended on March 9, 2017, incorporated by reference to Exhibit 3.1.1 to
W.W. Grainger, Inc.’s Current Report on Form 8-K dated March 9, 2017.
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 SEC,
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.
Third Supplemental Indenture, dated as of May 22, 2017, 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 22, 2017.
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.
Form of 4.20% Senior Notes due 2047 (included in Exhibit 4.5), incorporated by reference to
Exhibit 4.2 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated May 22, 2017.
Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of
1934.
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.*
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 2019 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.*
65
10.11
10.12
10.13
10.14
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
2010 Incentive Plan, incorporated by reference to Exhibit B of W.W. Grainger, Inc.’s Proxy
Statement dated March 12, 2010.*
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 Award 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.*
Summary Description of the 2020 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.*
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, incorporated by reference to Exhibit 10.28 to W.W. Grainger, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 2015.*
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.*
First Amendment to the W.W. Grainger, Inc. 2015 Incentive Plan, incorporated by reference to
10.1 of W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2017.*
W.W. Grainger, Inc. 2015 Incentive Plan as Amended and Restated Effective October 31, 2018,
incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-
Q for the quarter ended September 30, 2018.*
£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.
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.*
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.*
Form of Stock Option 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 March 31, 2017.*
Form of Restricted Stock Unit 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 March 31, 2017.*
Form of 2017 Performance Share Award Agreement between W.W. Grainger, Inc. and certain
of its executive officers, incorporated by reference to Exhibit 10.4 to W.W. Grainger, Inc.’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.*
Separation Agreement and General Release by and between W.W. Grainger, Inc. and Ronald
L. Jadin dated April 2, 2018, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.*
66
10.33
10.34
10.35
10.36
10.37
10.38
10.39
10.40
21
23
31.1
31.2
32
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
Form of Separation Agreement and General Release by and between W.W. Grainger, Inc. and
Joseph C. High, incorporated by reference to Exhibit 10.2 to W.W. Grainger, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2018.*
Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Stock Option 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 March 31, 2018.*
Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Restricted Stock Unit Agreement
between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to
Exhibit 10.4 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2018.*
Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Performance Restricted Stock Unit
Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by
reference to Exhibit 10.5 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2018.*
Form of 2019 W.W. Grainger, Inc. 2015 Stock Incentive Plan Stock Option 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 March 31,
2019.*
Form of 2019 W.W. Grainger, Inc. 2015 Stock Incentive Plan Restricted Stock Unit 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
March 31, 2019.*
Form of 2019 W.W. Grainger, Inc. 2015 Stock Incentive Plan Performance Restricted Stock Unit
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 March 31, 2019.*
Credit Agreement dated as of February 14, 2020, by and among W.W. Grainger, Inc., the
lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated
by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s Current Report on Form 8-K dated
February 14, 2020.
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 - the instance document does not appear in the interactive data file
because its XBRL tags are embedded within the inline XBRL 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.
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
(*)
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.
67
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-3 No. 333-203444) of W. W. Grainger, Inc.
(2) Registration Statement (Form S-4 No. 33-32091 and Post-Effective Amendment No.1) of W. W.
Grainger, Inc.
(3) Registration Statement (Form S-8 No. 33-43902) pertaining to the 1990 Long Term Stock Incentive
Plan of W. W. Grainger, Inc.
(4) Registration Statement (Form S-8 No. 333-166345) pertaining to the 2010 Incentive Plan of W. W.
Grainger Inc.
(5) Registration Statement (Form S-8 No. 333-203715) pertaining to the 2015 Incentive Plan of W. W.
Grainger, Inc.
of our reports dated February 20, 2020, 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 on Form 10-K of W. W. Grainger, Inc. for the year ended December 31,
2019.
/s/ Ernst & Young LLP
Chicago, Illinois
February 20, 2020
68
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 20, 2020
By:
Name:
Title:
/s/ D.G. Macpherson
D.G. Macpherson
Chairman and Chief Executive Officer
69
I, Thomas B. Okray, 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 20, 2020
By:
Name:
Title:
/s/ Thomas B. Okray
Thomas B. Okray
Senior Vice President and Chief Financial Officer
70
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, 2019, (the “Report”), D.G. Macpherson, as Chairman and Chief Executive Officer of Grainger, and
Thomas B. Okray, as Senior Vice President and 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
Chairman and Chief Executive
Officer
February 20, 2020
/s/ Thomas B. Okray
Thomas B. Okray
Senior Vice President and
Chief Financial Officer
February 20, 2020
71
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (Unaudited)
(in millions of dollars)
The reconciliation provided below reconciles the non-GAAP financial measure of net sales growth constant currency with
GAAP financial measures:
Net Sales Growth Reported
Foreign Exchange Impact
Net Sales Growth Constant Currency
Twelve Months Ended December 31, 2019
2.5%
0.5
3.0%
72
BOARD OF DIRECTORS
Rodney C. Adkins
Former Senior Vice President of
International Business Machines
Corporation; President of 3RAM Group LLC
D.G. Macpherson
Chairman of the Board and
Chief Executive Officer of
W.W. Grainger, Inc.
E. Scott Santi
Chairman and Chief Executive Officer
of Illinois Tool Works Inc.
(1, 2)
(2, 3)
Brian P. Anderson
Former Chief Financial Officer of
OfficeMax Incorporated and
Baxter International, Inc.
Neil S. Novich
Former Chairman of the Board,
President and Chief Executive Officer
of Ryerson Inc.
James D. Slavik
Chairman of Mark IV Capital, Inc.;
Chief Executive Officer and President
of Emerald Bay Ventures II, LLC
(1, 2)
(1, 2)
(2, 3)
V. Ann Hailey
Former Executive Vice President and
Chief Financial Officer of L Brands, Inc.
(formerly Limited Brands, Inc.)
(1, 2)
Stuart L. Levenick
Former Group President of
Caterpillar Inc.
(2, 3, †)
Beatriz R. Perez
Senior Vice President and Chief
Communications, Public Affairs,
Sustainability and Marketing Assets
Officer of The Coca-Cola Company
(2, 3)
Michael J. Roberts
Former Global President and Chief
Operating Officer of McDonald’s
Corporation; Chief Executive Officer and
founder of Westside Holdings LLC
(2, 3)
Lucas E. Watson
Chief Marketing Officer and Rideshare
General Manager at GM Cruise LLC
(1, 2)
(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
Chairman of the Board and
Chief Executive Officer
Kathleen S. Carroll
Senior Vice President and
Chief Human Resources Officer
Barry I. Greenhouse
Senior Vice President and
President, Global Supply Chain
and Customer Experience
John L. Howard
Senior Vice President and
General Counsel
Deidra C. Merriwether
Senior Vice President and
President, North American Sales
and Services
Thomas B. Okray
Senior Vice President and
Chief Financial Officer
Paige K. Robbins
Senior Vice President,
Grainger Technology, Merchandising,
Marketing and Strategy
Masaya Suzuki
Managing Director,
Endless Assortment Business
73
Investor Relations Contacts
Irene Holman
Vice President, Investor Relations
847.535.0809
Abby Sullivan
Senior Manager, Investor Relations
847.535.0939
Grainger’s Annual Report, Form 10-K, Forms 10-Q, Forms
8-K, proxy statement and other reports filed with the Securities
and Exchange Commission, as well as its Fact Book and news
releases, including quarterly earnings, may be accessed free
of charge at the Investor Relations section of the company’s
website at invest.grainger.com. 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
Senior Director, External Affairs & Stakeholder Management
847.535.0879
SHAREHOLDER AND MEDIA INFORMATION
Company Headquarters
W.W. Grainger, Inc.
100 Grainger Parkway
Lake Forest, Illinois 60045-5201
847.535.1000
Annual Meeting
The 2020 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 29, 2020.
Auditor
Ernst & Young LLP
155 North Wacker Drive
Chicago, Illinois 60606-1787
Common stock
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:
First Class/Registered/Certified Mail:
Computershare Investor Services
PO BOX 505000
Louisville, KY 40233-5000
800.446.2617
Courier Services:
Computershare Investor Services
462 South 4th Street Suite 1600
Louisville, KY 40202
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.
74
FORWARD-LOOKING STATEMENTS
From time to time, in this Annual Report on Form 10-K, as well as in other written reports, communications and verbal statements,
Grainger makes forward-looking statements that are not historical in nature but concern forecasts of future results, business plans,
analyses, prospects, strategies, objectives and other matters that may be deemed to be “forward-looking statements” under the
federal securities laws. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “estimate,”
“believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project,” “will” or “would” and similar terms and phrases,
including references to assumptions.
Grainger cannot guarantee that any forward-looking statement will be realized and achievement of future results is subject to risks
and uncertainties, many of which are beyond the Company’s control, which could cause Grainger’s results to differ materially from
those that are presented.
Important factors that could cause actual results to differ materially from those presented or implied in the forward-looking statements
include, without limitation: higher product costs or other expenses; a major loss of customers; loss or disruption of sources of supply;
increased competitive pricing pressures; failure to develop or implement new technology initiatives or business strategies; failure to
adequately protect intellectual property or successfully defend against infringement claims; fluctuations or declines in the Company’s
gross profit percentage; the Company’s responses to market pressures; the outcome of pending and future litigation or governmental or
regulatory proceedings, including with respect to wage and hour, anti-bribery and corruption, environmental, advertising, product liability,
safety or compliance, or privacy and cybersecurity matters; investigations, inquiries, audits and changes in laws and regulations; failure to
comply with laws, regulations and standards; government contract matters; disruption of information technology or data security systems
involving us or third parties on which we depend; general industry, economic, market or political conditions; general global economic
conditions including tariffs and trade issues and policies; currency exchange rate fluctuations; market volatility, including volatility or price
declines of the Company’s common stock; commodity price volatility; labor shortages; facilities disruptions or shutdowns; higher fuel
costs or disruptions in transportation services; pandemic diseases or viral contagions; natural and other catastrophes; unanticipated and/
or extreme weather conditions; loss of key members of management; the Company’s ability to operate, integrate and leverage acquired
businesses; changes in effective tax rates; changes in credit ratings or outlook; the Company’s incurrence of indebtedness 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 update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise, except as
required by law.
Recyclable. Please recycle.
© 2020 W.W. Grainger, Inc.