A Dark Vector Cognition product

Item 1. Financial Statements

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Item 1. Financial Statements

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W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In millions of dollars and shares, except for per share amounts)

(Unaudited)

Three Months Ended
March 31,
20262025
Net sales$4,742$4,306
Cost of goods sold2,8462,596
Gross profit1,8961,710
Selling, general and administrative expenses1,1031,038
Operating earnings793672
Other expense (income):
Interest expense – net2121
Other – net(3)(6)
Total other expense – net1815
Earnings before income taxes775657
Income tax provision194157
Net earnings581500
Less net earnings attributable to noncontrolling interest2621
Net earnings attributable to W.W. Grainger, Inc.$555$479
Earnings per share:
Basic$11.67$9.88
Diluted$11.65$9.86
Weighted average number of shares outstanding:
Basic47.348.2
Diluted47.448.3

The accompanying notes are an integral part of these financial statements.

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In millions of dollars)

(Unaudited)

Three Months Ended
March 31,
20262025
Net earnings$581$500
Other comprehensive earnings (losses):
Foreign currency translation adjustments(19)38
Postretirement benefit plan losses – net of tax benefit of $1 and $1(2)(2)
Total other comprehensive earnings (losses)(21)36
Comprehensive earnings – net of tax560536
Less comprehensive earnings (losses) attributable to noncontrolling interest
Net earnings2621
Foreign currency translation adjustments(5)17
Total comprehensive earnings (losses) attributable to noncontrolling interest2138
Comprehensive earnings attributable to W.W. Grainger, Inc.$539$498

The accompanying notes are an integral part of these financial statements.

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions of dollars, except for share and per share amounts)

As of
Assets(Unaudited) March 31, 2026December 31, 2025
Current assets
Cash and cash equivalents$695$585
Accounts receivable (less allowance for credit losses of $32 and $32)2,6272,329
Inventories – net2,3852,394
Prepaid expenses and other current assets200176
Total current assets5,9075,484
Property, buildings and equipment – net2,3592,268
Goodwill358360
Intangibles – net268265
Operating lease right-of-use342345
Other assets239240
Total assets$9,473$8,962
Liabilities and shareholders' equity
Current liabilities
Current maturities$2$126
Trade accounts payable1,220963
Accrued compensation and benefits285343
Operating lease liability7173
Accrued expenses423386
Income taxes payable19849
Total current liabilities2,1991,940
Long-term debt2,4092,362
Long-term operating lease liability299301
Deferred income taxes and tax uncertainties128121
Other non-current liabilities9597
Shareholders' equity
Cumulative preferred stock – $5 par value – 12,000,000 shares authorized; none issued or outstanding——
Common Stock – $0.50 par value – 300,000,000 shares authorized; 109,659,219 shares issued5555
Additional contributed capital1,4481,446
Retained earnings15,40514,958
Accumulated other comprehensive losses(181)(165)
Treasury stock, at cost – 62,432,376 and 62,240,438 shares, respectively(12,797)(12,558)
Total W.W. Grainger, Inc. shareholders’ equity3,9303,736
Noncontrolling interest413405
Total shareholders' equity4,3434,141
Total liabilities and shareholders' equity$9,473$8,962

The accompanying notes are an integral part of these financial statements.

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of dollars)

(Unaudited)

Three Months Ended
March 31,
20262025
Cash flows from operating activities:
Net earnings$581$500
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for credit losses67
Deferred income taxes and tax uncertainties8(4)
Depreciation and amortization6261
Non-cash lease expense2020
Stock-based compensation1412
Change in operating assets and liabilities:
Accounts receivable(303)(128)
Inventories56
Prepaid expenses and other assets(50)(19)
Trade accounts payable253154
Operating lease liabilities(24)(25)
Accrued liabilities(5)(42)
Income taxes – net173106
Other non-current liabilities(1)(2)
Net cash provided by operating activities739646
Cash flows from investing activities:
Capital expenditures(170)(125)
Other – net(8)—
Net cash used in investing activities(178)(125)
Cash flows from financing activities:
Short-term borrowings (repayments), original maturities of 90 days or less, net(125)—
Proceeds from debt501
Payments of debt(1)(502)
Proceeds from stock options exercised62
Payments for employee taxes withheld from stock awards(5)(3)
Purchases of treasury stock(237)(281)
Purchases of noncontrolling interests(25)—
Cash dividends paid(108)(115)
Other – net(1)—
Net cash used in financing activities(446)(898)
Exchange rate effect on cash and cash equivalents(5)7
Net change in cash and cash equivalents110(370)
Cash and cash equivalents at beginning of year5851,036
Cash and cash equivalents at end of period$695$666

The accompanying notes are an integral part of these financial statements.

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In millions of dollars, except for per share amounts)

(Unaudited)

Common StockAdditional Contributed CapitalRetained EarningsAccumulated Other Comprehensive Earnings (Losses)Treasury StockNoncontrolling InterestTotal
Balance at January 1, 2025$55$1,399$13,677$(274)$(11,499)$345$3,703
Stock-based compensation—10——1—11
Purchases of treasury stock————(288)—(288)
Net earnings——479——21500
Other comprehensive earnings (losses)———19—1736
Cash dividends paid ($2.05 per share)——(99)——(16)(115)
Balance at March 31, 2025$55$1,409$14,057$(255)$(11,786)$367$3,847

The accompanying notes are an integral part of these financial statements.

W.W. Grainger, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In millions of dollars, except for per share amounts)

(Unaudited)

Common StockAdditional Contributed CapitalRetained EarningsAccumulated Other Comprehensive Earnings (Losses)Treasury StockNoncontrolling InterestTotal
Balance at January 1, 2026$55$1,446$14,958$(165)$(12,558)$405$4,141
Stock-based compensation—14——1—15
Purchases of treasury stock————(240)—(240)
Transactions with noncontrolling interests, net—(12)———(13)(25)
Net earnings——555——26581
Other comprehensive earnings (losses)———(16)—(5)(21)
Cash dividends paid ($2.26 per share)——(108)———(108)
Balance at March 31, 2026$55$1,448$15,405$(181)$(12,797)$413$4,343

The accompanying notes are an integral part of these financial statements.

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

W.W. Grainger, Inc. is a broad line distributor of maintenance, repair and operating (MRO) products and services with operations primarily in North America (N.A.) and Japan. In the fourth quarter of 2025, Grainger exited the United Kingdom (U.K.) market by completing the sale of the Cromwell business and closing the Zoro U.K. business. 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.

Basis of Presentation

The Company's Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting and the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and therefore do not include all information and disclosures normally included in the annual Consolidated Financial Statements. The preparation of these Condensed Consolidated Financial Statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from these estimated amounts. In the opinion of the Company’s management, the Condensed Consolidated Financial Statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

The Condensed Consolidated Balance Sheet at December 31, 2025, has been derived from the audited Consolidated Financial Statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2026 (2025 Form 10-K).

There were no material changes to the Company’s significant accounting policies from those disclosed in Note 1 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Company's 2025 Form 10-K.

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 2 - REVENUE

Grainger serves a large number of customers in diverse industries, which are subject to different economic and market-specific factors. The Company's revenue is primarily comprised of MRO product sales and related activities.

The Company's presentation of revenue by reportable segment and customer industry most reasonably depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic and market-specific factors. 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.

The following table presents the Company's percentage of revenue by reportable segment and customer industry:

Three Months Ended March 31,
20262025
Customer Industry(1)High-Touch Solutions N.A.Endless AssortmentTotal CompanyHigh-Touch Solutions N.A.Endless AssortmentTotal Company(2)
Manufacturing31%29%30%31%30%31%
Government18%3%15%18%3%15%
Wholesale7%18%10%7%19%10%
Commercial Services7%12%8%7%12%8%
Contractors6%12%7%5%12%6%
Healthcare8%2%6%8%1%6%
Retail4%4%4%4%4%4%
Transportation4%2%4%4%2%4%
Utilities3%2%3%3%2%3%
Warehousing2%1%2%3%—%2%
Other(3)10%15%11%10%15%11%
Total net sales100%100%100%100%100%100%
Percent of total company revenue79%21%100%79%19%100%
(1)Customer industry results for the three months ended March 31, 2026 and 2025 primarily use the North American Industry Classification System (NAICS). As customers' businesses evolve, industry classifications may change. When these changes occur, Grainger does not recast the customer classification for prior periods as the industry used in the prior period was appropriate at the point-in-time. As a result, year-over-year changes may be impacted.
(2)Total Company includes other businesses, which included the Cromwell business through the date of divestiture in the fourth quarter of 2025. For further details on the sale, see Note 2 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Company’s 2025 Form 10-K. Other businesses accounted for approximately 2% of total Company revenue for the three months ended March 31, 2025.
(3)Other primarily includes revenue from industries and customers that are not material individually, including hospitality, restaurants, property management and natural resources.

Total accrued sales incentives are recorded in Accrued expenses and were approximately $116 million and $115 million as of March 31, 2026 and December 31, 2025, respectively.

The Company did not have any material unsatisfied performance obligations, contract assets or liabilities as of March 31, 2026 and December 31, 2025.

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 3 - PROPERTY, BUILDINGS AND EQUIPMENT

Property, buildings and equipment consisted of the following (in millions of dollars):

As of
March 31, 2026December 31, 2025
Land and land improvements$551$551
Building, structures and improvements1,9431,883
Furniture, fixtures, machinery and equipment2,1322,066
Property, buildings and equipment4,6264,500
Less accumulated depreciation2,2672,232
Property, buildings and equipment – net$2,359$2,268

NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS

The Company did not identify any significant events or changes in circumstances that indicated the existence of impairment indicators during the three months ended March 31, 2026. As such, quantitative assessments were not required.

The balances and changes in the carrying amount of goodwill by segment are as follows (in millions of dollars):

High-Touch Solutions N.A.Endless AssortmentTotal
Balance at January 1, 2025$306$49$355
Translation5—5
Balance at December 31, 202531149360
Translation(1)(1)(2)
Balance at March 31, 2026$310$48$358

No goodwill impairment was recorded for the three months ended March 31, 2026 and 2025.

The balances and changes in intangible assets – net are as follows (in millions of dollars):

As of
March 31, 2026December 31, 2025
Weighted average lifeGross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Customer lists and relationships10.7 years$163$158$5$163$157$6
Trademarks, trade names and other16.5 years2017320173
Non-amortized trade names and otherIndefinite18—1819—19
Capitalized software4.5 years844602242821584237
Total intangible assets5.7 years$1,045$777$268$1,023$758$265

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 5 - DEBT

Total debt, including long-term and current maturities, consisted of the following (in millions of dollars):

As of
March 31, 2026December 31, 2025
Carrying ValueFair ValueCarrying ValueFair Value
4.60% senior notes due 2045$1,000$890$1,000$904
4.45% senior notes due 2034500493500496
3.75% senior notes due 2046400331400338
4.20% senior notes due 2047400311400317
Japanese Yen term loans1291298383
Debt issuance costs – net of amortization and other(20)(20)(21)(21)
Long-term debt2,4092,1342,3622,117
Commercial paper and other22126126
Current maturities22126126
Total debt$2,411$2,136$2,488$2,243

Senior Notes

Between 2015 and 2024, Grainger issued $2.3 billion in unsecured debt (Senior Notes), net of the $500 million principal repayment for the 1.85% Senior Notes that matured in February 2025, primarily to provide flexibility in funding general working capital needs, share repurchases and long-term cash requirements. The Senior Notes require no principal payments until maturity and interest is paid semi-annually.

The Company incurred debt issuance costs related to its Senior Notes, representing underwriting fees and other expenses. These costs were recorded as a contra-liability in Long-term debt and are being amortized over the term of the Senior Notes using the straight-line method to Interest expense – net. As of March 31, 2026 and December 31, 2025, the cumulative unamortized costs were $20 million and $21 million, respectively.

Japanese Yen Term Loans

In 2026 and 2025, MonotaRO entered into ¥7.5 billion and ¥13 billion, respectively, term loan agreements to fund the expansion of its distribution center (DC) network. The Japanese Yen term loans mature in 2035, payable in equal monthly principal installments from September 2028 through June 2035. The weighted average interest rates on the 2026 and 2025 term loans are 1.74% and 1.27%, respectively.

Fair Value

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.

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 6 - SEGMENT INFORMATION

Grainger's two reportable segments are High-Touch Solutions N.A. (HTSNA) and Endless Assortment (EA). These reportable segments align with Grainger's go-to-market strategies and bifurcated business models of high-touch solutions and endless assortment that generate sales primarily through the distribution of MRO products. The remaining businesses are classified as Other to reconcile to consolidated results. These businesses individually and in the aggregate do not meet the criteria of a reportable segment.

The operating and reportable segments reflect the way the chief operating decision maker (CODM) evaluates the business. All expenses directly attributable to each reportable segment are included in the operating results for each segment. The CODM is not regularly provided and does not evaluate the segments using total asset or capital expenditure information and it is therefore not disclosed. For further discussion on the CODM, see Note 13 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Company’s 2025 Form 10-K.

The following is a summary of segment results (in millions of dollars):

Three Months Ended March 31,
20262025
High-Touch Solutions N.A.Endless AssortmentTotalHigh-Touch Solutions N.A.Endless AssortmentTotal
Net sales(1)$3,752$990$4,742$3,397$828$4,225
Reconciliation of net sales
Other net sales—81
Total company net sales$4,742$4,306
Less:
Cost of goods sold2,1536931,958583
Other segment items(2)911192839173
Segment operating earnings$688$105$793$600$72$672
Reconciliation of operating earnings
Other operating earnings——
Total company operating earnings$793$672
(1)Intersegment sales are recorded at values based on market prices, which creates intercompany profit sales that are eliminated within each segment to present only the impact of net sales to external customers.
(2)Other segment items for HTSNA and EA consist of selling, general and administrative expenses primarily comprised of payroll and benefits, marketing expense, depreciation, amortization and non-cash lease expense, corporate overhead expenses allocated to each segment based upon benefits received, occupancy and other miscellaneous expenses. Intersegment expenses including fees and certain incurred costs for shared services are also included within the amounts shown above.

W.W. Grainger, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following is depreciation, amortization and non-cash lease expense (in millions of dollars):

Three Months Ended March 31,
20262025
Depreciation, amortization and non-cash lease expense*(1)**:*
High-Touch Solutions N.A.$65$58
Endless Assortment1519
Other—2
Total$80$79
(1)Depreciation, amortization and non-cash lease expense presented above is related to long-lived assets, capitalized software and right-of-use assets. Long-lived assets consist of property, buildings and equipment.

The following is revenue by geographic location (in millions of dollars):

Three Months Ended March 31,
20262025
Revenue by geographic location*(1)**:*
United States$3,882$3,504
Japan589480
Canada194162
Other foreign countries77160
$4,742$4,306
(1)Revenue presented above is attributed to the destination country where the customer is located.

The Company is a broad line distributor of MRO products. Products are regularly added and removed from the Company's inventory assortment. Accordingly, it would be impractical to provide sales information by product category due to the way the business is managed, and the dynamic nature of the inventory offered, including the evolving list of products stocked and additional products available online but not stocked. For further information regarding the Company's sales by segment and customer industry, see Note 2 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1: Financial Statements of this Form 10-Q.

NOTE 7 - CONTINGENCIES AND LEGAL MATTERS

From time to time, the Company is involved in various legal and administrative proceedings, including claims related to: product liability, safety or compliance; privacy and cybersecurity matters; negligence; contract disputes; environmental issues; unclaimed property; wage and hour laws; intellectual property; advertising and marketing; consumer protection; pricing (including disaster or emergency declaration pricing statutes); employment practices; regulatory compliance, including trade and export matters; anti-bribery and corruption; and other matters and actions brought by team members, consumers, competitors, suppliers, customers, governmental entities and other third parties. 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.

NOTE 8 - SUBSEQUENT EVENTS

On April 29, 2026, the Company’s Board of Directors declared a quarterly dividend of $2.49 per share, payable June 1, 2026, to shareholders of record on May 11, 2026.

W.W. Grainger, Inc. and Subsidiaries

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

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