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W.W. GRAINGER, INC.

For the period ended Jun 30, 2026. Filed Aug 4, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 4, 2026

GWW$1,440.70-0.7%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements (Unaudited)

Condensed Consolidated Statements of Earnings for the Three and Six Months Ended June 30, 2026 and 20253
Condensed Consolidated Statements of Comprehensive Earnings for the Three and Six Months Ended June 30, 2026 and 20254
Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 20255
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 20256
Condensed Consolidated Statements of Shareholders' Equity for the Three and Six Months Ended June 30, 2026 and 20257
Notes to Condensed Consolidated Financial Statements9
Item 2:Management's Discussion and Analysis of Financial Condition and Results of Operations16
Item 3:Quantitative and Qualitative Disclosures About Market Risk29
Item 4:Controls and Procedures29
PART II - OTHER INFORMATION
Item 1:Legal Proceedings30
Item 1A:Risk Factors30
Item 2:Unregistered Sales of Equity Securities and Use of Proceeds30
Item 5:Other Information30
Item 6:Exhibits31
Signatures32

PART I – FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

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

Three Months Ended · Six Months Ended
June 30,June 30,
2026202520262025
Net sales$5,021$4,554$9,763$8,860
Cost of goods sold3,0372,7995,8835,395
Gross profit1,9841,7553,8803,465
Selling, general and administrative expenses1,1771,0772,2802,115
Operating earnings8076781,6001,350
Other expense (income):
Interest expense – net20204141
Other – net(11)(3)(14)(9)
Total other expense – net9172732
Earnings before income taxes7986611,5731,318
Income tax provision198153392310
Net earnings6005081,1811,008
Less net earnings attributable to noncontrolling interest30265647
Net earnings attributable to W.W. Grainger, Inc.$570$482$1,125$961
Earnings per share:
Basic$12.02$9.99$23.69$19.87
Diluted$12.01$9.97$23.66$19.83
Weighted average number of shares outstanding:
Basic47.248.047.348.1
Diluted47.248.147.348.2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In millions of dollars)

Three Months Ended · Six Months Ended
June 30,June 30,
2026202520262025
Net earnings$600$508$1,181$1,008
Other comprehensive earnings (losses):
Foreign currency translation adjustments(23)75(42)113
Postretirement benefit plan losses – net of tax benefit of $1, $1, $2, and $2, respectively(3)(4)(5)(6)
Total other comprehensive earnings (losses)(26)71(47)107
Comprehensive earnings – net of tax5745791,1341,115
Less comprehensive earnings (losses) attributable to noncontrolling interest
Net earnings30265647
Foreign currency translation adjustments(9)15(14)32
Total comprehensive earnings (losses) attributable to noncontrolling interest21414279
Comprehensive earnings attributable to W.W. Grainger, Inc.$553$538$1,092$1,036

CONDENSED CONSOLIDATED BALANCE SHEETS

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

As of
Assets(Unaudited) June 30, 2026December 31, 2025
Current assets
Cash and cash equivalents$589$585
Accounts receivable (less allowance for credit losses of $33 and $32, respectively)2,8252,329
Inventories – net2,3712,394
Prepaid expenses and other current assets213176
Total current assets5,9985,484
Property, buildings and equipment – net2,4012,268
Goodwill354360
Intangibles – net272265
Operating lease right-of-use360345
Other assets233240
Total assets$9,618$8,962
Liabilities and shareholders' equity
Current liabilities
Current maturities$2$126
Trade accounts payable1,280963
Accrued compensation and benefits347343
Operating lease liability7273
Accrued expenses389386
Income taxes payable4849
Total current liabilities2,1381,940
Long-term debt2,4062,362
Long-term operating lease liability317301
Deferred income taxes and tax uncertainties149121
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 earnings15,85814,958
Accumulated other comprehensive losses(198)(165)
Treasury stock, at cost – 62,558,699 and 62,240,438shares, respectively(13,032)(12,558)
Total W.W. Grainger, Inc. shareholders’ equity4,1313,736
Noncontrolling interest382405
Total shareholders' equity4,5134,141
Total liabilities and shareholders' equity$9,618$8,962

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of dollars)

Six Months Ended
June 30,
20262025
Cash flows from operating activities:
Net earnings$1,181$1,008
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for credit losses1313
Deferred income taxes and tax uncertainties311
Depreciation and amortization128125
Non-cash lease expense4041
Stock-based compensation3935
Change in operating assets and liabilities:
Accounts receivable(510)(212)
Inventories14(19)
Prepaid expenses and other assets(32)(33)
Trade accounts payable312231
Operating lease liabilities(48)(53)
Accrued liabilities21(60)
Income taxes – net(4)(37)
Other non-current liabilities(2)(17)
Net cash provided by operating activities1,1831,023
Cash flows from investing activities:
Capital expenditures(281)(300)
Proceeds from sale of assets—4
Other – net(13)13
Net cash used in investing activities(294)(283)
Cash flows from financing activities:
Short-term borrowings (repayments), original maturities of 90 days or less, net(125)—
Proceeds from debt5263
Payments of debt(4)(503)
Proceeds from stock options exercised82
Payments for employee taxes withheld from stock awards(30)(30)
Purchases of treasury stock(461)(507)
Purchases of noncontrolling interests(70)—
Cash dividends paid(253)(225)
Other – net9(1)
Net cash used in financing activities(874)(1,201)
Exchange rate effect on cash and cash equivalents(11)22
Net change in cash and cash equivalents4(439)
Cash and cash equivalents at beginning of year5851,036
Cash and cash equivalents at end of period$589$597

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

Common StockAdditional Contributed CapitalRetained EarningsAccumulated Other Comprehensive Earnings (Losses)Treasury StockNoncontrollingInterestTotal
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
Stock-based compensation—6——(11)1(4)
Purchases of treasury stock————(228)—(228)
Net earnings——482——26508
Other comprehensive earnings (losses)———56—1571
Capital contribution—(1)————(1)
Cash dividends paid ($2.26 per share)——(110)———(110)
Balance at June 30, 2025$55$1,414$14,429$(199)$(12,025)$409$4,083

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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

Common StockAdditional Contributed CapitalRetained EarningsAccumulated Other Comprehensive Earnings (Losses)Treasury StockNoncontrollingInterestTotal
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
Stock-based compensation—11——(9)—2
Purchases of treasury stock————(226)—(226)
Transactions with noncontrolling interests, net—(11)———(24)(35)
Net earnings——570——30600
Other comprehensive earnings (losses)———(17)—(9)(26)
Cash dividends paid ($2.49 per share)——(117)——(28)(145)
Balance at June 30, 2026$55$1,448$15,858$(198)$(13,032)$382$4,513

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 ofthe Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Company's 2025 Form 10-K.

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 tables present the Company's percentage of revenue by reportable segment and customer industry:

Three Months Ended June 30,
2026 · 2025
Customer Industry(1)High-Touch Solutions N.A.Endless AssortmentTotal CompanyHigh-Touch Solutions N.A.Endless AssortmentTotal Company(2)
Manufacturing30%30%30%30%30%30%
Government19%3%16%19%3%16%
Wholesale7%17%9%7%18%9%
Commercial Services7%13%8%7%12%8%
Contractors6%12%7%6%12%7%
Healthcare7%2%6%7%1%6%
Retail4%4%4%4%4%4%
Transportation4%2%4%4%2%4%
Utilities3%2%3%3%2%3%
Warehousing2%—%2%3%—%2%
Other(3)11%15%11%10%16%11%
Total net sales100%100%100%100%100%100%
Percent of total company revenue79%21%100%78%20%100%
(1)Customer industry results for the three months ended June 30, 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 June 30, 2025.
(3)Other primarily includes revenue from industries and customers that are not material individually, including hospitality, restaurants, property management and natural resources.
Six Months Ended June 30,
2026 · 2025
Customer Industry(1)High-Touch Solutions N.A.Endless AssortmentTotal CompanyHigh-Touch Solutions N.A.Endless AssortmentTotal Company(2)
Manufacturing30%30%30%30%30%30%
Government19%3%15%19%3%15%
Wholesale7%18%9%7%18%9%
Commercial Services7%12%8%7%12%8%
Contractors6%12%7%5%12%7%
Healthcare8%2%7%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%1%2%
Other(3)10%14%11%10%15%12%
Total net sales100%100%100%100%100%100%
Percent of total company revenue79%21%100%78%20%100%
(1)Customer industry results for the six months ended June 30, 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 six months ended June 30, 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 $121 million and $115 million as of June 30, 2026 and December 31, 2025, respectively.

The Company did not have any material unsatisfied performance obligations, contract assets or liabilities as of June 30, 2026 and December 31, 2025.

NOTE 3 -PROPERTY, BUILDINGS AND EQUIPMENT

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

As of
June 30, 2026December 31, 2025
Land and land improvements$551$551
Building, structures and improvements1,9611,883
Furniture, fixtures, machinery and equipment2,1722,066
Property, buildings and equipment4,6844,500
Less accumulated depreciation2,2832,232
Property, buildings and equipment – net$2,401$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 impa irment indicators during the three and six months ended June 30, 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(4)(2)(6)
Balance at June 30, 2026$307$47$354

No goodwill impairment was recorded for the three and six months ended June 30, 2026 and 2025.

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

As of
June 30, 2026 · December 31, 2025
Weighted average lifeGross carrying amountAccumulated amortizationNet carrying amountGross carrying amountAccumulated amortizationNet carrying amount
Customer lists and relationships10.7 years$162$158$4$163$157$6
Trademarks, trade names and other16.5 years1916320173
Non-amortized trade names and otherIndefinite18—1819—19
Capitalized software4.5 years868621247821584237
Total intangible assets5.7 years$1,067$795$272$1,023$758$265

NOTE 5 -DEBT

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

As of
June 30, 2026December 31, 2025
Carrying ValueFair ValueCarrying ValueFair Value
4.60% senior notes due 2045$1,000$894$1,000$904
4.45% senior notes due 2034500486500496
3.75% senior notes due 2046400314400338
4.20% senior notes due 2047400333400317
Japanese Yen term loans1261268383
Debt issuance costs – net of amortization and other(20)(20)(21)(21)
Long-term debt2,4062,1332,3622,117
Commercial paper and other22126126
Current maturities22126126
Total debt$2,408$2,135$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 June 30, 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.

NOTE 6 -SEGMENT INFORMATION

Grainger'stwo 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. Theremaining 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 June 30,
2026 · 2025
High-Touch Solutions N.A. · Endless Assortment · Total · High-Touch Solutions N.A. · Endless Assortment · Total
Net sales(1)$3,967$1,054$5,021$3,544$929$4,473
Reconciliation of net sales
Other net sales—81
Total company net sales$5,021$4,554
Less:
Cost of goods sold2,3077302,090652
Other segment items(2)974203865185
Segment operating earnings$686$121$807$589$92$681
Reconciliation of operating earnings
Other operating earnings—(3)
Total company operating earnings$807$678
Six Months Ended June 30,
2026 · 2025
High-Touch Solutions N.A. · Endless Assortment · Total · High-Touch Solutions N.A. · Endless Assortment · Total
Net sales(1)$7,719$2,044$9,763$6,941$1,757$8,698
Reconciliation of net sales
Other net sales—162
Total company net sales$9,763$8,860
Less:
Cost of goods sold4,4601,4234,0481,235
Other segment items(2)1,8853951,704358
Segment operating earnings$1,374$226$1,600$1,189$164$1,353
Reconciliation of operating earnings
Other operating earnings (losses)—(3)
Total company operating earnings$1,600$1,350
(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.

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

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Depreciation, amortization and non-cash lease expense(1):
High-Touch Solutions N.A.$67$61$132$119
Endless Assortment18203339
Other—3—5
Total$85$84$165$163
(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 June 30,Six Months Ended June 30,
2026202520262025
Revenue by geographic location(1):
United States$4,110$3,652$7,992$7,156
Japan6305621,2191,042
Canada201175395337
Other foreign countries80165157325
$5,021$4,554$9,763$8,860
(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 July 29, 2026, the Company’s Board of Directors declared a quarterly dividend of $2.49 per share, payable September 1, 2026, to shareholders of record on August 10, 2026.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.