UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 20172019
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 36-1150280
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
100 Grainger Parkway,Lake Forest,Illinois 60045-5201
(Address of principal executive offices) (Zip Code)
(847)847  535-1000
(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classEach ClassTrading SymbolName of each exchangeEach Exchange on which registeredWhich Registered
Common Stock $0.50 par valueGWWNew York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X]  No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X]  No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer  Accelerated Filer    Non-accelerated Filer    Smaller Reporting Company
Large accelerated filer [X]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 [X]
The aggregate market value of the voting common equity held by nonaffiliates of the registrant was $9,747,864,843$13,765,366,450 as of the close of trading as reported on the New York Stock Exchange on June 30, 20172019. The Company does not have nonvoting common equity.
The registrant had 56,105,41153,656,306 shares of the Company’s Common Stock outstanding as of January 31, 2018.2020.


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 25, 2018,29, 2020, are incorporated by reference into Part III hereof of this Form 10-K where indicated theindicated. The registrant's definitive 20182019 proxy statement will be filed on or about March 15, 2018.19, 2020.














 TABLE OF CONTENTSPage(s)Page
 
 PART I 
Item 1:BUSINESS
Item 1A:RISK FACTORS
Item 1B:UNRESOLVED STAFF COMMENTS
Item 2:PROPERTIES
Item 3:LEGAL PROCEEDINGS
Item 4:MINE SAFETY DISCLOSURES
Item 4A:EXECUTIVE OFFICERS OF THE REGISTRANT
 PART II 
Item 5:MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER
  MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 
Item 6:SELECTED FINANCIAL DATA
Item 7:MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND RESULTS OF OPERATIONS 
Item 7A:QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 8:FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 9:CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
  ON ACCOUNTING AND FINANCIAL DISCLOSURE 
Item 9A:CONTROLS AND PROCEDURES
Item 9B:OTHER INFORMATION REQUIRED TO BE DISCLOSED IN A FORM 8-K
 PART III 
Item 10:DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Item 11:EXECUTIVE COMPENSATION
Item 12:DIRECTORSSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND EXECUTIVE OFFICERSMANAGEMENT AND RELATED STOCKHOLDER MATTERS
Item 13:CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Item 14:PRINCIPAL ACCOUNTANT FEES AND SERVICES
 PART IV 
Item 15:EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Item 16:FORM 10-K SUMMARY
Signatures    
      








PART I
Item 1: Business
The Company
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) supplies and other related products and services. W.W. Grainger, Inc.'sservices with operations are primarily in the United States (U.S.)North America, Japan and Canada, with a presence in Europe, Asia and Latin America.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 usesto leverage its scale and advantaged supply chain to meet the changing needs of its customers. The following provides a combinationhigh-level view of multichanneleach model:



strategyar10k4c_rgb.jpg
MRO Industry
The estimated market where Grainger has operations is large with an estimated size of more than $290 billion and single channel online business modelsis 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).



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 States7% 17 282 1,000
Canada4% 5 53 50
Other businesses       
Endless assortment businesses2% 4  2,600
International high-touch solutions businesses1% 6 119 150
TOTAL4% 32 454
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 customers, primarilyGrainger businesses with a range of options for findingabout 1.6 million products stocked in DCs and purchasing MRObranches. Additionally, Grainger’s endless assortment businesses offer millions more products utilizing sales representatives, contact centers, catalogs, inventory management solutions and eCommerce technology. Grainger servesthrough its expanding drop-ship assortment. No single supplier comprised more than 3 million customers worldwide through a network5% of highly integrated distribution centers, websites, branchestotal purchases and inventory management solutions.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 to 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.
Grainger's centralized business support functions provide coordination and guidance in the areas of supply chain, product management, accounting and finance, strategy, communications and investor relations, human resources, compensation and benefits, information systems, health and safety, procurement, risk management, internal audit, legal, real estate, security, tax and treasury. These services are provided in varying degrees to all business units.
Grainger’s two reportable segments are the U.S. and Canada, and they are described further below. Other businesses include the single channel online businesses Zoro Tools, Inc. (Zoro) in the U.S. and MonotaRO Co., Ltd. (MonotaRO) in Japan and operations in Europe, Asia and Latin America. These businesses generate revenue through the distribution of MRO supplies and products and related services. For segment and geographical information and consolidated net sales and operating earnings, see “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 16 to the Consolidated Financial Statements.
United States

The U.S. business offers a broad selection of MRO supplies and other related products and services through its eCommerce platforms, catalogs, branches and sales representatives, catalogs, eCommerce and local branches.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. Products offered include material handling equipment, safety

Sales in 2019 were made to approximately 1 million customers and security supplies, lightingno 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 electricalother 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 power and hand tools, pumpsservices. These trends are reflected in how customers do business as demonstrated in the following tables for the 2019 line mix:


Order Origination Order Fulfillment
Digital channels:  Direct-to-customer: 
   Website30% Ship to Customer70%
   EDI/ePro25% KeepStock®17%
   KeepStock®16% Subtotal87%
Subtotal71% Branch Pick-up13%
Non-digital channels:  Total100%
   Branch10%   
   Phone19%   
Subtotal29%   
Total100%   

Customers have access to more than 4 million products through Grainger.com and plumbing supplies, cleaningother branded websites. Grainger.com provides real-time price and maintenance suppliesproduct availability, detailed product information and metalworking tools. Services offered primarily relatefeatures 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 inventory management solutions.
communicate directly with Grainger.com. The majority of products sold by the U.S. business are nationally brandedthird-party owned products. In addition, 22%approximately 21% of 20172019 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. The U.S. business purchases products for sale from more than 2,600 suppliers, most of which are manufacturers. Through a global sourcing operation, the business procures competitively priced, high-quality products produced outside the U.S. from approximately 400 suppliers. No single supplier comprised more than 5% of total purchases and no significant barriers thus far exist with respect to sources of supply.



The U.S. business operates and fulfills orders in all 50 states and exports to a select number of countries through a network of distribution centers (DCs), branches and contact centers. Customers range from small and mid-sized businesses to large corporations, government entities and other institutions. They are primarily represented by purchasing managers or employees in facilities maintenance departmentsSales and service shops across a wide range of industries such as manufacturing, hospitality, transportation, government, retail, healthcare and natural resources. Sales in 2017 were made to approximately 1 million customers averaging 113,000 daily transactions. No single customer accounted for more than 4% of total sales.
Macro trends are changing the way Grainger's customers behave. Customers want highly tailored solutions with real-time access to information and just-in-time delivery of products and services. Demands for transparency are also increasing as access to information expands. These changes in behaviors are reflected in how customers do business with the U.S. business as demonstrated in the following chart:
*CAGR is defined as compound annual growth rate.

Customers continue to migrate to web platforms and electronic purchasing platforms such as EDI, eProcurement and KeepStock®, the electronic inventory management offering. Through Grainger.com and other branded websites, which serve as prominent channelsrepresentatives in the U.S. business drive relationships with customers have access to approximately 2.4 million products. Grainger.com provides real-time priceby helping select the right products for their needs and product availability and detailed product information and offers features suchreducing costs by utilizing Grainger as product search and compare capabilities. For customers with sophisticated electronic purchasing platforms,a consistent source of supply. Additionally, inventory management through KeepStock® allows the U.S. business utilizes technology that allows these systems to communicate directly with Grainger.com.
Inventory management services is another area where the U.S. business helpshelp customers be more productive. KeepStock® inventory solutions is a comprehensive program that includes vendor-managed inventory, customer-managed inventory and onsite vending machines. The U.S. business KeepStock® program currently provides services to nearly 20,000 customers and, in 2017, facilitated

DCs are the primary order fulfillment channel with approximately 9,000 installations. As70% of December 31, 2017, there were approximately 65,000 total installations.
As of December 31, 2017, the U.S. business had 284 branches (251 stand alone, 31 onsite and 2 will-call express locations), 16 DCs, 3 national contact centers and 37 regional contact centers, which are located within branches. DCsdirect shipments. Automation in the U.S. business range in size from approximately 45,000 square feet to 1.3 million square feet, the largest of which can accommodate more than 500,000 in-stock products. Automated equipment and processes allow DCs to handleallows the majority of the customer shipping fororders to ship complete with next-day product availabilitydelivery and replenish branches that provide


same-day availability.availability to customers. The U.S. business DC network fulfillsis also a large portionprimary component of customer orders, especially as customers migrateGrainger’s North American distribution network and it supplies inventory, product management, supply chain and related support services to websiteall Grainger subsidiaries in the North American region, including the Canada business, Mexico business and electronic purchasing.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 in their local markets by allowing them to directly pick up items. In addition, branches supportitems and leverage branch staff for their technical product expertise and search-and-select support. Branches also fulfill local KeepStock® operations. operations in their local markets.

The branch network has approximately 1,700 employees who primarily fulfill counter and will-call product purchases and provide customer service. Branch network sales volume has continued to grow throughout 2017.
Grainger's contact center networkU.S. business houses the North American Customer Service Centers which support the needs of customers in the U.S. business consists of approximately 1,900 employees whoand Canada. The centers handle about 70,000more than 73,000 daily customer interactions per day including approximately 20,000 ordersfor the region via phone, e-mailemail, eCommerce portals and fax. To enable improved customer service, team member engagement and efficiencies, the 37 regional contact centers are currently being consolidated to 3 national contact centers with expanded work-from-home arrangements.online chat.  

Canada

The U.S. business has a sales force of approximately 3,500 professionals who help customers select the right products to find immediate solutions to their needs and reduce costs by utilizing Grainger as a consistent source of supply. In 2017, the U.S. business continued to focus its outside sales force on facilitating growth with large customers who typically have more complex purchasing requirements than small and mid-sized customers. The U.S. business primarily utilizes a network of inside sellers and digital channels to meet the needs of small and mid-sized customers.
The Grainger catalog, most recently issued in February 2018, offers approximately 365,000 MRO products and is used by customers to assist in product selection. The 2018 catalog includes almost 24,000 new items and approximately 1 million copies of the catalog were produced.
Grainger estimates the U.S. market for MRO products to be approximately $127 billion in 2017, of which the U.S. business share is approximately 6%.
Canada
Acklands – Grainger Inc. and its subsidiaries (the Canada business) is Canada’s leading broad line MRO distributor. This 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 branches,its integrated DC and branch network as well as sales and service representatives and DCs across Canada. As of December 31, 2017, the Canada business had 91 branches and 6 DCs. Approximately 13,000 sales transactions are completed daily. Customers have access to more than 131,000 stocked products through a comprehensive catalog. In addition, customers can purchase products through various fully bilingual websites. Grainger estimates the 2017 Canada market for MRO products was approximately $11 billion, of which the Canada business share is approximately 7%.representatives.

Other businesses

Other businesses includeis comprised of the endless assortment businesses, Zoro in the U.S.,and MonotaRO, in Japan and operationssmaller international high-touch solutions businesses primarily in Europe Asia and Latin America. The businesses in this group with revenues of more than $100 million in 2017 are described below.Mexico.



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 13.5 million products.products to its customers. Zoro has no branches or sales force,representatives, and customer orders are primarily fulfilled through the U.S. business supply chain.chain and third parties.


MonotaRO
Grainger operates in Japan and other Asian countries 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 catalogswebsites and websites.catalogs. A majority of orders are conducted through Monotaro.com, through which customers have access to approximately 13 million products.MonotaRO.com and fulfilled from its DCs and third parties. MonotaRO fulfills the majority of orders from three DCs. Grainger estimates the Japanese market for MRO products was approximately $42 billion in 2017, of which MonotaRO’s share is approximately 2%.

Cromwell
Cromwell is a broad line MRO distributor in the United Kingdom (U.K.) serving approximately 130,000 customers. Headquartered in Leicester, England, as of December 31, 2017, Cromwell had 45 U.K. branches, 10 international branches in 10 countries and one DC. Customers have access to approximately 170,000 MRO products through a catalog and through Cromwell.co.uk. Grainger estimates the U.K. market for MRO products was approximately $15 billion in 2017, of which Cromwell's share is approximately 2%. In November 2017, Cromwell launched a new brand and website Zoro.co.uk and its customer orders are primarily fulfilled through the Cromwell business supply chain.



Fabory
Fabory is a European specialty distributor of fasteners and MRO products. Fabory is headquartered in Tilburg, the Netherlands. As of December 31, 2017, Fabory had 44 branches in 13 countries and two DCs. Customers have access to more than 250,000 products through a catalog and Fabory.com. Grainger estimates the European market (in which Fabory has its primary operations) for MRO products, including fasteners, was approximately $37 billion in 2017, of which Fabory’s share is approximately 1%.

Grainger Mexico
Grainger’salso operates small operations in Mexico provide local businesses with MRO supplies and other related products primarily from Mexico and the U.S. AsAsian countries, which represent less than 5% of December 31, 2017, the business in Mexico distributes products through a network of 19 branches and two DCs. Customers have access to approximately 330,000 products through a Spanish-language catalog and through Grainger.com.mx. Grainger estimates the Mexican market for MRO products was approximately $10 billion in 2017, of which Grainger Mexico’s share is approximately 1%.their sales.


Seasonality
Grainger’s business in general is not seasonal, however, there are some
Grainger sells products that typically sell more oftenmay have seasonal fluctuations during the winter or summer seasons. In any given month, unusual weather patterns, that is, unusually hotseasons or cold weather, could positively or negatively impact the sales volumesduring periods of these products.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 in each market from a variety of competitors, including manufacturers (including some of its own suppliers) that sell directly to certain segments of the market, to wholesale distributors, catalog houses, retail enterprisesretailers and Internet-basedinternet-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, competitive pricing, 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. Grainger has several large competitorsmanagement and continues to be highly competitive against the predominant number of small local and regional competitors.technical support.


Employees

As of December 31, 2017,2019, Grainger had approximately 25,70025,300 employees, of whom approximately 24,40023,800 were full-time and 1,3001,500 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.Grainger.com/investor,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).
In addition, the public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. 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.www.sec.gov.




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 AgePositions and Offices Held and Principal Occupation and Employment During the Past Five Years
Kathleen S. Carroll (51)
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.

John L. Howard (62)
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.

D.G. Macpherson (52)
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.

Deidra C. Merriwether (51)
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.

Thomas B. Okray (57)
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.

Paige K. Robbins (51)
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.

Eric R. Tapia (43)

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.



Item 1A: Risk Factors


The following is a discussion of significant risk factors relevant to Grainger’sGrainger'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’sGrainger's customers could negatively impact Grainger’sGrainger's sales growth and results of operations.

Economic, political, and industry trends affect Grainger’sGrainger'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’sGrainger'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’sGrainger's control. Any of these factors could cause customers to idle or close facilities, delay purchases, reduce production levels, or experience reductions in the demand for their own products or services.

Any of these events could impair the ability of Grainger’s customers to make full and timely payments oralso 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’sGrainger'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’sGrainger'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’sGrainger'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, including pricing, whether widely available or negotiated under a contract, delivery and services. These pressures, andpressures. Downward pressure on sales prices, changes in the implementation, timing and resultsvolume of our strategic pricingorders, and other responses,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'sGrainger’s sales and profitability. If the Company is unable to grow sales or reduce costs, among other actions, to wholly or partially offset the effect on profitability of our pricing actions, the Company'sCompany’s results of operations and financial condition may be adversely affected.

The industry is also consolidating as customers are increasingly awareMoreover, Grainger expects technological advancements and the increased use of the total costs of fulfillment and of the need to have consistent sources of supply at multiple locations. This consolidation could causeeCommerce solutions within the industry to become more competitive as greater economies of scale are achieved by competitors, or as competitors withcontinue to evolve at a new lower cost business models are able to operate with lower prices.

Changes in inflation may adversely affect gross margins.

Inflation impacts the costs at which Grainger can procure product and therapid pace. As a result, Grainger's ability to increase priceseffectively compete requires Grainger to customers over time. Prolonged periods of deflation could adversely affect the degreerespond and adapt to which Grainger is ablenew industry trends and developments. Implementing new technology and innovations may result in unexpected costs and interruptions to increase sales through price increases.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’sGrainger'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 uponon fluctuations in the commodities market. Fluctuations in the price of fuel could affect transportation costs. Grainger’sGrainger'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 impactreduce demand for these products, resulting in lower sales volumes.




Unexpected product shortages, tariffs, and risks associated with Grainger's suppliers could negatively impact customer relationships resultingor result in an adverse impact on results of operations.

Grainger’sGrainger's competitive strengths include product selection and availability. Products are purchased from approximately 5,2005,000 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’sGrainger's control, including economic downturns, geopolitical unrest, port slowdowns,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’ssupplier's ability to manufacture or deliver products. Asproducts or could result in an increase in Grainger's product costs.
Further, Grainger continues to source lower costsources products from Asia and other areas of the world,world. This increases the risk for disruptions has increasedof 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’sGrainger'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 thechanges in Grainger's gross margin percentage to decline. 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 competition. If rapid growth with larger, lower margin customers continues,the increased use of eCommerce by Grainger will face pressure to maintain current gross margins, as these customers receive more discounted pricing due to their higher sales volume.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’sGrainger's supply chain could result in an adverse impact on results of operations.

AThe 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 within Grainger’sof Grainger's logistics or supply chain network, including damage, destruction, extreme weathernetwork. 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 events, whichcatastrophic event could cause one or more of Grainger’sGrainger's distribution centers or branches to become non-operational, could adversely affect Grainger’sGrainger's ability to obtain or deliver inventory in a timely manner, impair Grainger’sGrainger's ability to meet customer demand for products, and result in lost sales, additional costs, or penalties, or damage to Grainger’sGrainger's reputation. Grainger’sGrainger's ability to provide same-day shipping and next-day delivery is an integral component of Grainger’sGrainger's business strategy and any such disruption could adversely impact results of operations.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’sGrainger'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’sGrainger'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, computer viruses, telecommunication failures, user error, third party actions


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, among other things, Grainger’sGrainger's ability to operate its eCommerce platforms, process orders, maintain proper levels of inventories, collect accounts receivable, and 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’sGrainger's information systems could also subject Grainger to additional costs.have a material adverse effect on its business or results of operations.


BreachesCybersecurity incidents, including breaches of information systems security, could damage Grainger’sGrainger's reputation, disrupt operations, increase costs and/or decrease revenues.
 
Through Grainger’sGrainger'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’sGrainger's websites or otherwise communicate or interact with the Company. Moreover, Grainger’sGrainger's operations routinely involve receiving, storing, processing and transmitting sensitive information pertaining to its business, customers, suppliers and employees, and other sensitive matters.

While Grainger has instituted safeguardsCyber threats are rapidly evolving and those threats and the means for the protection of suchobtaining access to information during the normal course of business, Grainger has experiencedin digital and expects to continue to experienceother storage media are becoming increasingly sophisticated. Each year, cyber-attackers make numerous attempts to breachaccess the Company’s information systems, and Grainger may be unable to protect sensitive data and/orstored in the integrity of the Company’sCompany's information systems. A cybersecurity incident could be caused by malicious outsiders using sophisticated methods to circumvent firewalls, encryption and other security defenses. Because techniques used to obtain unauthorized access or to


sabotage systems change frequently and generally are not recognized until they are launched against a target, Grainger may be unable to anticipate these techniques or implement adequate preventative measures.

Moreover, from time to time, Grainger may share information with vendors and other third parties that assist with certain aspects of the business. While Grainger requires assurances that these vendors and other parties will protect confidential information, there is a risk that the confidentiality of data held or accessed by them may be compromised. If successful, those attempting to penetrate Grainger’sGrainger's or its vendors’vendors' information systems may misappropriate intellectual property or personally identifiable, credit card, confidential, proprietary or other sensitive customer, supplier, employee or business information.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’sGrainger's systems are integrated with customer systems in certain cases, and a breach of the Company’sCompany'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’sGrainger'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


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.operations.

Grainger’sGrainger'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’sentity's functional currency. While the Consolidated Financial Statements are reported in U.S. dollars, the financial statements of Grainger’sGrainger'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’sGrainger's international subsidiaries, primarily the Canadian dollar, euro, pound sterling, Mexican peso, renminbi and yen, arising from transactions in the normal course of business, such as sales and loans to wholly owned subsidiaries, sales to third-party customers, purchases from suppliers, and bank loans and lines of credit denominated in foreign currencies. Grainger also has foreign currency exposure to the extent receipts and expenditures are not denominated in the subsidiary’sa 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’sGrainger's results of operations and impact reported net sales and net earnings.

Changes inAn inability to successfully implement Grainger’s credit ratings and outlook may reduce accessstrategy or to capital and increase borrowing costs.
Grainger’s credit ratings are based on a number of factors, including Grainger’s financial strength and factors outside of Grainger’s control, such as conditions affecting Grainger’s industry generally or the introduction of new rating practices and methodologies. Grainger cannot provide assurances that Grainger’s current credit ratings will remain in effect or that the ratings will not be lowered, suspended or withdrawn entirely by the rating agencies. If rating agencies lower, suspend or withdraw the ratings, the market price or marketability of Grainger’s securities may be adversely affected. In addition, any change in ratings could make it more difficult for Grainger to raise capital on acceptable terms, impact the ability to obtain adequate financing and result in higher interest costs for Grainger’s existing credit facilities or on future financings.
Acquisitions,integrate acquisitions, partnerships, joint ventures and other business combination transactions involve a number of inherent risks, any of which could result in the benefits anticipated not being realized and could have an adverse effect on results of operations.

Acquisitions,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’sGrainger'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’sGrainger'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’sGrainger'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’sGrainger's brand and lead to adverse effects on Grainger’sGrainger's business.



Grainger is subject to various domestic and foreign laws, regulations and standards. Failure to comply or unforeseen developments in related contingencies such as litigation could adversely affect Grainger’sGrainger's financial condition, results of operations and cash flows.

Grainger’sGrainger's business is subject to alegislative, 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 everyeach domestic and foreign jurisdiction where itGrainger operates, includinginclude, but are not limited to: advertising and marketing regulations, anti-bribery and corruption laws, anti-competition regulations, data protection (including, payment card industry data security standards)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, which has traditionally imposed strict obligations under data privacy lawsthe General Data Protection Regulation 2016, with interpretations varying from state to state and regulations that vary from country to country) and cybersecurity requirements (including protection of information and incident responses), environmental protection laws, foreign exchange controls and cash repatriation restrictions, government business regulations applicable to Grainger as a government contractor selling to federal, state and local government entities, health and safety laws, import and export requirements, intellectual property laws, labor laws (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’sCompany'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 agentsother third parties will not violate such laws, regulations and standards or Grainger’sGrainger's policies. Any such failure to comply or violation could individually or in the aggregate materially adversely affect Grainger’sGrainger'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 alsois 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 Grainger’sits business, involving alleged damagesincluding product-related claims for personal injury or injuries arising out ofillness, death, or environmental or property damage, including the use of Grainger’sproceedings discussed in Part I, Item 3. Legal Proceedings. Grainger also may be requested or required to recall products and services or violations of these laws, regulations or standards.take other actions. The defense of these proceedings may require significant expenses and divert management’smanagement'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


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’sGrainger's effective tax rate and future profitability.

Grainger’sGrainger's future results could be adversely affected by changes in the effective tax rate as a result of changes in Grainger’sGrainger'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’sCompany'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



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, 20172019, 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 Facility and Use (6)(7) Size in Square Feet (in 000s)thousands)
U.S. (1) 284 U.S.282 branch locations 6,3676,348

U.S. (2) 16 distribution centers17 DCs 8,1699,660

U.S. (3) Other facilities 3,6853,970

Canada (4) 139 facilities53 branch locations 3,147686

Other businessesCanada (5)5 DCs968
Canada Other facilities 5,624578

Other businesses (6)Other facilities5,034
Chicago area (2) Headquarters and general offices 1,188947

  Total Square Feet 28,18028,191

(1)Consists of 204246 stand-alone, 34 onsite and 2 will-call express locations, of which 202 are owned and 80 leased properties located throughout the U.S. rangingare leased. These branches range in size from approximately 500 to 109,000 square feet.
(2)These facilities are primarily owned and range in size from approximately 45,000 square feet to 1.31.5 million square feet.
(3)These facilities include both owned and leased locations and primarily consistingconsist of storage facilities, office space and call centers and other properties.centers.
(4)Consists of general offices, distribution centers34 stand-alone and branches located throughout Canada,19 onsite locations, of which 5818 are owned and 8135 are leased. These branches range in size from approximately 500 to 70,000 square feet.
(5)These facilities are primarily owned and range in size from approximately 40,000 to 540,000 square feet.
(6)These facilities include owned and leased locations in Europe, Asia, LatinNorth America, Japan and other U.S. operations.Europe.
(6)(7)Owned facilities are not subject to any mortgages.

Grainger continues to evaluate its physical footprint and announced throughout 2017 the intention to close 113 branches in the Canada business.
Item 3: Legal Proceedings
For a description of legal proceedings, see the disclosure contained in Note 1715 to the Consolidated 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.



Item 4A: Executive Officers of the Registrant

Following is information about the Executive Officers of Grainger including age as of February 26, 2018. Executive Officers of Grainger generally serve until the next annual election of officers, or until earlier resignation or removal.


Name and AgePositions and Offices Held and Principal Occupation and Employment During the Past Five Years
Laura D. Brown (54)Senior Vice President, Communications and Investor Relations, a position assumed in 2010 after serving as Vice President, Global Business Communications, a position assumed in 2009 and Vice President, Investor Relations, a position assumed in 2008.
Joseph C. High (63)Senior Vice President and Chief People Officer, a position assumed in June 2011. Prior to joining Grainger, Mr. High was the Senior Vice President of Human Resources at Owens Corning in Toledo, Ohio, a position assumed in 2004.
John L. Howard (60)Senior Vice President and General Counsel, a position assumed in 2000.
Ronald L. Jadin (57)Senior Vice President and Chief Financial Officer, a position assumed in 2008. Previously, Mr. Jadin served as Vice President and Controller, a position assumed in 2006 after serving as Vice President, Finance. On July 19, 2017, Mr. Jadin announced that he planned to retire from the Company at the end of 2017. Mr. Jadin has agreed to continue serving the Company in his current position as Senior Vice President and Chief Financial Officer until the transition to his successor is completed later in 2018.
D.G. Macpherson (50)
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.

Paige K. Robbins (49)Senior Vice President, Grainger Chief Digital Officer, a position assumed in September 2017. Previously, Ms. Robbins served 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.
Eric R. Tapia (41)Vice President and Controller, a position assumed in 2016. Previously, Mr. Tapia served as Vice President, Internal Audit from 2010 to 2016. Mr. Tapia is a Certified Public Accountant (CPA) and before joining Grainger in 2010 was an audit partner with KPMG.





PART II
Item 5: Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities


Market Information and Dividends

Grainger's common stock is listed and traded on the New York Stock Exchange, under the symbol GWW. The high and low sales prices for the common stock and the dividends declared and paid per share for each calendar quarter during 2017 and 2016 are shown below.
  Market Price Per Share  
 QuartersHigh Low Dividends
2017First$262.72

$229.05
 $1.22

Second234.66

168.58
 1.28

Third185.82

155.00
 1.28

Fourth240.49

166.46
 1.28

Year$262.72

$155.00
 $5.06
2016First$234.77

$176.85
 $1.17

Second239.95

212.64
 1.22

Third235.53

212.54
 1.22

Fourth240.74

201.94
 1.22

Year$240.74

$176.85
 $4.83

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 February 7, 2018,January 31, 2020, was 688604 with approximately 150,934206,588 additional shareholders holding stock through nominees.

Issuer Purchases of Equity Securities - Fourth Quarter
PeriodTotal Number of Shares Purchased (A)Average Price Paid Per Share (B)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (C)Maximum Number of
Shares That May Yet be Purchased Under the
Plans or Programs
Total Number of Shares Purchased (A)Average Price Paid Per Share (B)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (C)Maximum Number of
Shares That May Yet be Purchased Under the
Plans or Programs
Oct. 1 – Oct. 31206,586$185.37206,5863,506,481
shares112,700$301.83112,7003,284,920
shares
Nov. 1 – Nov. 30237,397$199.91237,3973,269,084
shares126,183$320.04126,1833,158,737
shares
Dec. 1 – Dec. 31410,679$227.94410,6792,858,405
shares81,184$319.3280,1443,078,593
shares
Total854,662$209.86854,662  320,067 (D)
319,027  
(A)85There were no shares were withheld to satisfy tax withholding obligations in connection with the vesting of employee restricted stock awards.obligations.
(B)Average price paid per share includes any commissions paid and includes only those amounts related to purchases as part of publicly announced plans or programs.paid.
(C)Purchases were made pursuant to a share repurchase program approved by Grainger's Board of Directors. This plan wasDirectors and announced on April 16, 2015, for 1524, 2019 (2019 Program). The 2019 Program authorizes the repurchase of up to 5 million shares with no expiration date. Activity is reported on a trade date basis.
(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.




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, 20122014, and ending December 31, 20172019. The graph assumes that the value for the investment in Grainger common stock and in each index was $100 on December 31, 20122014, and that all dividends were reinvested.
performancegrapha02.jpg
December 31,December 31,
201220132014201520162017201420152016201720182019
W.W. Grainger, Inc.$100
$128
$130
$105
$124
$129
$100
$81
$95
$99
$121
$148
Dow Jones US Industrial Suppliers Total Stock Market Index100
119
117
95
119
133
100
81
102
114
105
139
S&P 500 Stock Index100
132
151
153
171
208
100
101
114
138
132
174




Item 6: Selected Financial Data
2017 2016 2015 2014 20132019 2018 2017 2016 2015
(In thousands of dollars, except for per share amounts)(In millions of dollars, except for per share amounts)
Net sales$10,424,858

$10,137,204
 $9,973,384
 $9,964,953
 $9,437,758
$11,486
 $11,221
 $10,425
 $10,137
 $9,973
Gross profit4,397
 4,348
 4,098
 4,115
 4,231
Operating earnings1,262
 1,158
 1,035
 1,113
 1,294
Net earnings attributable to W.W. Grainger, Inc. (herein referred to as Net earnings)585,730

605,928
 768,996
 801,729
 797,036
849
 782
 586
 606
 769
Net earnings per basic share10.07

9.94
 11.69
 11.59
 11.31
15.39
 13.82
 10.07
 9.94
 11.69
Net earnings per diluted share10.02

9.87
 11.58
 11.45
 11.13
15.32
 13.73
 10.02
 9.87
 11.58
Total assets5,804,254

5,694,307
 5,857,755
 5,283,049
 5,266,328
Long-term debt (less current maturities) and other long-term liabilities2,469,860
 2,159,602
 1,716,507
 737,232
 743,702
Total current assets3,555
 3,557
 3,206
 3,020
 3,049
Property, building and equipment, net1,400
 1,352
 1,392
 1,421
 1,431
Long-term debt (less current maturities)1,914
 2,090
 2,248
 1,841
 1,388
Total shareholders' equity$1,827,733
 $1,905,768
 $2,352,714
 $3,284,101
 $3,326,836
2,060
 2,093
 1,828
 1,906
 2,353
Operating cash flow1,042
 1,057
 1,057
 1,024
 1,036
Cash dividends paid per share$5.06

$4.83
 $4.59
 $4.17
 $3.59
$5.68
 $5.36
 $5.06
 $4.83
 $4.59

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 branch 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 iswas 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 and a net benefit of $3 million related to General Services Administrative (GSA) and unclaimed property reserves.items.


Net earnings for 2016 included a net expense of $105 million primarily consisting of the following:
Restructuring: A net charge of $26 million related to restructuring actions. These actions primarily included branch closures, net of gains on sale of branch real estate in the U.S. and Canada, businesses.
Goodwill and intangible impairments: An impairment charge of $52 million related to goodwill and intangible impairments in other businesses.
Unclaimed property contingency: A charge of $23 million related to an adjustment for unclaimed property in the U.S. business primarily related to activity from 2008 through 2012.
GSA contingency: A charge of $6 million to increase the U.S. business reserve for certainEurope and Latin America operations, contingencies and a net tax freight and miscellaneous billing issues in connection with the audit of government contracts with the GSA first entered in 1999.
Inventory adjustment: A charge of $7 million related to an inventory adjustment in the Canada business to reflect an updated reserve methodology and better visibility to inventory performance provided by the conversion to the U.S. ERP system.
Discrete tax items: A net benefit of $9 million related to the conclusion of the federal income tax audit for the years 2009 through 2012 in the U.S. business and other discrete tax items.benefit.
 
Net earnings for 2015 included a net charge of $30 million primarily composed of a $25 million net charge related to the reorganization in the U.S. and Canada businesses and a $5 million charge for restructuring in other businesses.

Net earnings for 2014 included a net charge of $56 million primarily composed of a $28 million charge related to closing of the business in Brazil, a $10 million charge due to the retirement plan transition in Europe, a $10 million charge related to restructuring of the business in Europe and a $8 million charge related to a goodwill impairment charge in other businesses.



Net earnings for 2013 included a net charge of $28 million primarily composed of $21 million in impairment charges in other businesses primarily for goodwill and a $7 million charge related to restructuring the businesses in Europe and China.

Grainger completed several acquisitions in the years 2013 through 2015, all of which were immaterial individually and in the aggregate. Operating results have included the results of each business acquired since the respective acquisition dates.


Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
W.W. Grainger, Inc. (Grainger)(Grainger or Company) is a broad line, business-to-business distributor of maintenance, repair and operating (MRO) supplies and other related products and services with operations primarily in the U.S.North America, Japan and Canada, with a presence in Europe, Asia and Latin America.Europe. More than 33.5 million customers worldwide rely on Grainger for products such as safety, gloves, ladders, motors and janitorial supplies, along with services likesuch as inventory management and technical support. These customers represent a broad collection of industries including commercial, government, healthcare and manufacturing.(see Note 2 to the Consolidated Financial Statements (Financial Statements)). They place orders online, on mobile devices, through sales representatives,digital channels, over the phone and at local branches. Approximately 5,2005,000 suppliers provide Grainger with approximately 1.7about 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. The U.S. operating segment reflects the results of Grainger’s U.S. businesses. The Canada operating segment reflects the results for Acklands –(Acklands - Grainger, Inc. and its subsidiaries.subsidiaries). These reportable segments reflect the results of the Company's high-touch solutions businesses in those geographies. Other businesses include the single channel onlineendless assortment businesses, (Zoro in the U.S. and MonotaRO in Japan), and operationssmaller international high-touch solutions businesses in Europe Asia and Latin America.Mexico.


Business EnvironmentOutlook
Given Grainger's large number
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 diverse industries it serves, several economic factorsendless assortment businesses through product assortment expansion and industry trends tend to shape Grainger’s business environment. The overall economy and leading economic indicators provide general insight into projecting Grainger's growth. Grainger’s sales in the U.S. and Canada tend to positively correlate with Business Investment, Business Inventory, Exports and Industrial Production. In the U.S., sales tend to positively correlate with Gross Domestic Product (GDP). In Canada, sales tend to positively correlate with oil prices. The table below provides these estimated indicators for 2017 and 2018:
 U.S. Canada
 Estimated 2017 Forecasted 2018 Estimated 2017 Forecasted 2018
        
Business Investment5.1% 7.9% 2.3% 3.5%
Business Inventory0.8% 2.1% 
 
Exports3.4% 5.3% 1.1% 1.8%
Industrial Production1.9% 3.3% 5.2% 0.1%
GDP2.2% 2.7% 3.0% 2.4%
Oil Prices
 
 $51/barrel
 $54/barrel
Source: Global Insight (January 2018)       
In the U.S., Business Investment and Exports are two major indicators of MRO spending. Per the Global Insight January 2018 forecast, Business Investment is likely to remain on a strong growth path during 2018, supported by expanding global markets, lower capital costs and an improving regulatory climate. Additionally on December 22, 2017, the Tax Cuts and Jobs Act was signed into law, which significantly lowered U.S. corporate income tax rates and introduced accelerated expensing of qualified capital investments, among other changes. These changes to U.S. tax laws may increase capital spending in the U.S. and attract incremental foreign capital to the U.S., which is expected to support export growth.
Per the Global Insight January 2018 forecast, Canada's GDP and industrial production are forecast slow in 2018, while exports and business nonresidental investment (a component of Business Investment) are expected to improve.

Outlook
Grainger’s portfolio consists of its U.S. business, its Canada business and other businesses. Grainger’s imperative to create unique value is focused on: (i) continuing to grow its share of business with large and mid-size customers in the U.S. by executing its high-value sales and service model, building an advantaged digital capability and completing its pricing strategy; (ii) executing a complete business model reset in Canada; (iii) driving profitable growth in its international portfolio and (iv) continuing the strong growth of its single channel businesses by expanding its assortment and innovation aroundinnovative customer acquisition. Additionally, all Grainger is alsobusinesses are focused on continuously improving the end-to-end customer experience by making investmentscost structures, investing in its eCommercedigital marketing, technology and digital capabilities and executing continuous improvement initiatives within its supply chain such that customers have a positive experience with Grainger from orderinfrastructure to delivery. Grainger intends to continue to reduce its cost base while ensuring that it delivers an effortless customer experience.ultimately deliver long-term returns for shareholders.


On January 24, 2018, Grainger updated its 2018 earnings per share guidance to reflect the 2017 actual results, lower corporate tax rate, lower tax benefit from clean energy, incremental investment in digital and higher share repurchases. The prior earnings per share guidance issued on November 10, 2017 for 2018 was $10.60 to $11.80. The Company still expects 3 to 7 percent sales growth and now expects earnings per share of $12.95 to $14.15 for 2018.

Matters Affecting Comparability
There were 254 sales days in the full year 2017 and 255 sales days in the full years 2016 and 2015. Grainger completed one divestiture in 2017 and one acquisition in 2015, which were immaterial individually and in the aggregate. Grainger’s operating results have included the results of each business acquired since the respective acquisition dates.


Results of Operations

The following table is included as an aid to understanding changes in Grainger's Consolidated Statements of Earnings (in millions of dollars):
For the Years Ended December 31,For the Years Ended December 31,
    Percent Increase/(Decrease) from Prior YearAs a Percent of Net Sales    Percent Increase/(Decrease) from Prior YearAs a Percent of Net Sales
2017 (A) 2016 (A) 2017 2017 2016 2019 2018 2019 2019 2018
Net sales$10,425
 $10,137
 3 % 100.0% 100.0% $11,486
 $11,221
 2 % 100.0% 100.0%
Cost of merchandise sold6,327
 6,023
 5 % 60.7
 59.4
 
Cost of goods sold7,089
 6,873
 3 % 61.7% 61.3%
Gross profit4,098
 4,115
  % 39.3
 40.6
 4,397
 4,348
 1 % 38.3% 38.7%
Warehousing, marketing and administrative expenses3,049
 2,995
 2 % 29.3
 29.6
 
Selling, general and administrative expenses3,135
 3,190
 (2)% 27.3% 28.4%
Operating earnings1,049
 1,119
 (6)% 10.1
 11.0
 1,262
 1,158
 9 % 11.0% 10.3%
Other expense, net113
 100
 13 % 1.1
 1.0
 53
 77
 (31)% 0.5% 0.7%
Income taxes313
 386
 (19)% 3.0
 3.8
 314
 258
 22 % 2.7% 2.3%
Net earnings622
 633
 (2)% 6.0

6.2
 895
 823
 9 % 7.8%
7.3%
Noncontrolling interest37
 27
 36 % 0.4
 0.3
 46
 41
 12 % 0.4% 0.4%
Net earnings attributable to W.W. Grainger, Inc.$586
 $606
 (3)% 5.6% 6.0% $849
 $782
 8 % 7.4% 7.0%
(A) May not sum due to rounding

2017
2019 Compared to 20162018
Grainger's net sales were $10,425 million for 2017, an increase of 3%, when compared with net sales of $10,137$11,486 million for the comparable 2016 period. On a daily basis,year ended 2019 increased $265 million, or 2.5%, compared to the 3% increase for the year consisted of the following:
Percent Increase/ (Decrease)
Volume8
Divestiture(1)
Price(4)
Total3%

same period in 2018. The increase in net sales was primarily driven by the single channel online businesses in the U.S. and Japan, as well as volume increases in the U.S. business as a result of the pricing actions. The U.S. business pricing actions were primarily implementedfrom market share gain and continued double-digit growth in the firstendless assortments businesses, partially offset by lower sales in the Canada business and third quarters of 2017 and included adjusting list price and introducing new lower web prices on the entire business assortment, which drove faster growth in 2017 through share gains with existing customers and acquisition of new customers. Referother businesses. See Note 14 to the Financial Statements and refer to the Segment Analysis below for further details.


In 2017, eCommerce sales for Grainger were $5,283 million, an increase of 11% over the prior year. Total eCommerce sales represented 51% and 47% of total sales for 2017 and 2016, respectively. The increase was primarily driven by Grainger.com and other electronic purchasing platforms in the U.S. and across all single channel online businesses.


If the Company included KeepStock®, total eCommerce and KeepStock® sales would represent 56% and 53% of total sales for 2017 and 2016, respectively. Refer to the Segment Analysis below for further details.

Gross profit of $4,098 million for 2017 was down $17 million compared with $4,115 million for 2016. The gross profit margin for 2017 was 39.3%, down 1.3 percentage points versus 2016, driven primarily by the pricing actions in the U.S. business.

Operating expenses of $3,049 million for 2017 increased 2% from $2,995 million for 2016. Excluding restructuring costs, gains on the sale of assets and other charges in both periods as noted below, operating expenses increased 3%, driven primarily by higher employee related costs.

Operating earnings of $1,049 million for 2017 decreased 6% from $1,119 million for 2016. Excluding restructuring costs, gains on the sale of assets and other charges in both periods as noted below, operating earnings decreased 8% or $107 million, driven primarily by lower gross profit and higher operating expenses.

Other expense, net was $113 million in 2017 compared to $100 million of expense in 2016. The increase in expense was primarily due to incremental interest expense on $400 million in long-term debt issued in May 2016 and $400 million in long-term debt issued in May 2017, as well as higher operating losses from the Company's clean energy investments.

Income taxes of $313 million in 2017 decreased 19% compared with $386 million in 2016. Grainger's effective tax rates were 33.5% and 37.9% in 2017 and 2016, respectively. The lower rate versus the prior year is due to discrete tax items and U.S. tax legislation.

On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was signed into law, which significantly revised the U.S. corporate income tax system by lowering corporate income tax rates from 35% to 21% effective January 1, 2018, allowing accelerated expensing of qualified capital investments for a specific period, limiting net interest expense deductions and transitioning U.S. international taxation from a worldwide to a territorial tax system, among other changes. Grainger recognized a net provisional tax benefit of $3.2$4,397 million for the year ended December 31, 2017, related2019 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 estimated impactsame period in 2018, primarily driven by the lower margin endless assortment businesses which are growing at a faster rate than the rest of the Tax Act. See Note 14 toCompany. Elsewhere, lower gross profit margins in the Consolidated Financial Statements for additional information.U.S. were offset by supply chain favorability in Canada.

Grainger projects a tax rate of 23% to 26% for 2018, which includes the impact of the Tax Act.


The tabletables below reconcilesreconcile 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 U.S. generally accepted accounting principlesGenerally 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 non-GAAP measure. Management believes adjusted net earnings is an important indicatorbetter baseline for analyzing the ongoing performance of operations because it excludesits 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 this financial measurethese measures with other companies' non-GAAP financial measures having the same or similar names. (In thousandsThese 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 dollars):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:
 Twelve Months Ended 
 December 31, 
 2019 2018%
SG&A reported$3,135
 $3,190
(2)%
Restructuring, net of branch gains (U.S.)5
 9
 
Restructuring, net of branch gains (Canada)
 35
 
Restructuring (Other businesses)2
 5
 
Impairment charges (Other businesses)120
 139
 
Restructuring (Unallocated expense)(1) (2) 
Subtotal126
 186
 
SG&A adjusted$3,009
 $3,004
 %
     
 2019 2018%
Operating earnings reported$1,262
 $1,158
9 %
Total restructuring, net and impairment charges126
 186
 
Operating earnings adjusted$1,388
 $1,344
3 %
     
 2019 2018%
Net earnings attributable to W.W. Grainger, Inc. reported$849
 $782
8 %
Total restructuring, net and impairment charges126
 186
 
Tax effect (1)(17) (16) 
Total restructuring and impairment charges, net of branch gains and tax109
 170
 
Net earnings attributable to W.W. Grainger, Inc. adjusted$958
 $952
1 %
 
(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.




 Twelve Months Ended 
 December 31, 
 2017 2016%
Net earnings reported$585,730
 $605,928
(3)%
Restructuring (U.S.)30,352
 21,234
 
Branch gains (U.S.)(20,620) (11,421) 
Other (gains) charges (U.S.)(2,830) 28,531
 
Restructuring (Canada)30,390
 11,085
 
Inventory reserve adjustment (Canada)
 7,278
 
Restructuring (Other businesses)55,324
 
 
Other charges (Other businesses)
 52,318
 
Restructuring (Unallocated expense)6,647
 5,603
 
U.S. tax legislation(3,250) 
 
Discrete tax items(12,123) (9,378) 
Subtotal83,890
 105,250
 
Net earnings adjusted$669,620
 $711,178
(6)%
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 2017 decreased by 3%the year ended 2019 increased $67 million, or 8% to $586$849 million from $606$782 million in 2016the 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 decreaseincrease in net earnings primarily resulted from lower operating earnings, partially offset by lower income taxes. Excluding the net charges from both years mentioned aboveSG&A and discrete tax items, net earnings decreased 6%.other expense, net.


Diluted earnings per share of $10.02was $15.32 for the year ended 2019 and increased 12% compared to $13.73 for the same period in 2017 were 2%2018, due to higher than $9.87 for 2016, due tonet earnings and lower average shares outstanding partially offset by lower earnings.outstanding. Excluding restructuring, net and impairment charges and income taxes from both periods as noted in the charges mentionedtable above, diluted earnings per share would have been $11.46$17.29 compared to $11.58$16.70 in 2016, a decrease of 1%.

2016 Compared to 2015
The following table is included as an aid to understanding changes in Grainger's Consolidated Statements of Earnings (in millions of dollars):
 For the Years Ended December 31,
     Percent Increase/(Decrease) from Prior Year As a Percent of Net Sales
 2016 (A) 2015 (A) 2016  2016 2015
Net sales$10,137
 $9,973
 2 %  100.0% 100.0%
Cost of merchandise sold6,023
 5,742
 5 %  59.4
 57.6
Gross profit4,115
 4,231
 (3)%  40.6
 42.4
Warehousing, marketing and administrative expenses2,995
 2,931
 2 %  29.6
 29.4
Operating earnings1,119
 1,300
 (14)%  11.0
 13.0
Other expense, net100
 50
 102 %  1.0
 0.5
Income taxes386
 466
 (17)%  3.8
 4.7
Net earnings633
 785
 (19)%  6.2
 7.9
Noncontrolling interest27
 16
 66 %  0.3
 0.2
Net earnings attributable to W.W. Grainger, Inc.$606
 $769
 (21)%  6.0% 7.7%
(A) May not sum due to rounding



Grainger's net sales were $10,137 million for 2016,2018, an increase of 2% when compared with net sales4%.

2018 Compared to 2017
For the full year 2017 to 2018 comparative discussion, see Item 7: Management’s Discussion and Analysis of $9,973 millionFinancial Condition and Results of Operations - Results of Operations in Grainger’s Annual Report on Form 10-K for the comparable 2015 period. The 2% increase for the year consisted of the following:
Percent Increase/ (Decrease)
Cromwell acquisition3
Volume1
Price(2)
Total2%

In the U.S. business, sales growth to government, retail and light manufacturing customers were offset by a decline in sales to natural resource customers, resellers, contractors and heavy manufacturing customers. The increase in sales in 2016 was also due to the acquisition of Cromwell on September 1, 2015.

In 2016, eCommerce sales for Grainger were $4,757 million, an increase of 15% over the prior year and represented 47% of total sales. The increase was primarily driven by an increase in sales via EDI and electronic purchasing platforms in the U.S. and Japan businesses. If the Company included KeepStock®, total eCommerce and KeepStock® sales would represent 53% of total sales. Refer to the Segment Analysis below for further details.

Gross profit of $4,115 million for 2016 decreased 3%. The gross profit margin for 2016 was 40.6%, down 1.8 percentage points versus 2015, primarily due to price deflation exceeding cost deflation and unfavorable customer mix.

Operating expenses of $2,995 million for 2016 increased 2% from $2,931 million for 2015. Excluding the charges from both years mentioned above, operating expenses decreased 1% primarily due to lower employee benefit costs.

Operating earnings of $1,119 million for 2016 decreased 14% from $1,300 million for 2015. The decrease in operating earnings was driven by lower gross profit margin and higher restructuring costs and other charges. Operating earnings included the charges noted above. Excluding these charges from both years, operating earnings decreased 6%.

Other expense, net was $100 million in 2016 compared to $50 million of expense in 2015. The following table summarizes the components of other income and expense (in thousands of dollars):
 For the Years Ended December 31,
 2016 2015
Interest income (expense) - net$(65,615) $(32,405)
Loss from equity method investment(31,193) (11,740)
Other non-operating income1,300
 1,102
Other non-operating expense(4,931) (6,572)
Total$(100,439) $(49,615)

The increase in expense was driven by higher interest expense from the $1 billion in long-term debt issued in June 2015 and $400 million in long-term debt issued in May 2016, as well as higher operating losses from the Company's clean energy investments.

Income taxes of $386 million in 2016 decreased 17% compared with $466 million in 2015. Grainger's effective tax rates were 37.9% and 37.2% in 2016 and 2015, respectively. The year-over-year increase in the tax rate was primarily due to a larger proportion of earnings from higher tax rate jurisdictions, partially offset by a higher benefit from the Company’s clean energy investments. The twelve months ended December 31, 2016, included a benefit from the conclusion of the federal income tax audit for the years 2009 through 2012 and other discrete items. Excluding the discrete tax benefits and nondeductible intangible write-downs, the Company’s effective tax rate was 37.1%. The Company's clean energy investment generated $0.15 per share of earnings for thefiscal year ended December 31, 2016.2018.


The table below reconciles reported net earnings determined in accordance with U.S. generally accepted accounting principles (GAAP) to adjusted net earnings, a non-GAAP measure. Management believes adjusted net earnings is an important indicator of operations because it excludes items that may not be indicative of core operating results. Because


non-GAAP financial measures are not standardized, it may not be possible to compare this financial measure with other companies' non-GAAP financial measures having the same or similar names. (In thousands of dollars):
 Twelve Months Ended 
 December 31, 
 2016 2015%
Net earnings reported$605,928
 $768,996
(21)%
Restructuring (U.S.)21,234
 22,231
 
Branch gains (U.S.)(11,421) 
 
Other charges (U.S.)28,531
 
 
Restructuring (Canada)11,085
 3,090
 
Inventory reserve adjustment (Canada)7,278
 
 
Restructuring (Other businesses)
 4,814
 
Other charges (Other businesses)52,318
 
 
Restructuring (Unallocated expense)5,603
 (24) 
Discrete tax items(9,378) (5,984) 
Subtotal105,250
 24,127
 
Net earnings adjusted$711,178
 $793,123
(10)%

Net earnings attributable to W.W. Grainger, Inc. for 2016 decreased by 21% to $606 million from $769 million in 2015. The decrease in net earnings primarily resulted from lower operating earnings, partially offset by lower income taxes. Excluding the charges from both years mentioned above and discrete tax items, net earnings decreased 10%.

Diluted earnings per share of $9.87 in 2016 were 15% lower than $11.58 for 2015, due to lower earnings, partially offset by lower average shares outstanding as a result of share repurchases. Excluding the charges mentioned above, diluted earnings per share would have been $11.58, compared to $11.94 in 2015, a decrease of 3%.

Segment Analysis - 20172019 Compared to 20162018


The following comments at the reportable segment and other business unit level include external and intersegment net sales and operating earnings. See Note 1614 to the Consolidated Financial Statements.


United States
Net sales were $7,960$8,815 million for 2017the year ended 2019, an increase of $90$227 million,, or 1% when2.5% compared with net sales of $7,870$8,588 million for 2016. On a daily basis, the 2% increase2018 and consisted of the following:
Percent Increase (Decrease)
Volume2.0%
Price0.5
Intersegment sales to Zoro (included in other businesses)0.5
Other(0.5)
Total2.5%

Overall, revenue increases were primarily driven by market share gains. See Note 2 to the Financial Statements for information related to disaggregated revenue.



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:
Percent (Decrease)/Increase
Volume(19.0)%
Price2.0
Foreign Exchange(2.0)
Total(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:
 Percent Increase/(Decrease)
Volume79.5%
Intercompany sales to ZoroForeign exchange1
Divestiture(1)
Price(5)(1.0)
Total2%8.5%


Sales to customers in natural resources, resellers and retail end markets increased mid-single digits, while heavy manufacturing and government increased low single digits. The sales growth was partially offset by declines in contractors and commercial services. Volume increased year over year, primarily driven by the pricing actions.

In 2017, eCommerce sales for the U.S. business were $3,909 million, an increase of 7% over the prior year. Total eCommerce sales represented 49% and 46% of total sales for 2017 and 2016, respectively. The increase was primarily driven by Grainger.com and other electronic purchasing platforms. If the U.S. business included KeepStock®, total eCommerce and KeepStock® sales would represent 55% and 53% of total sales for 2017 and 2016, respectively.



Gross profit margin decreased 1.7 percentage points in 2017 compared to 2016, primarily driven by price deflation exceeding higher volume in response to pricing actions.

Operating expenses of $1,994 were down 2% for 2017 versus 2016. Excluding restructuring costs, net gains on the sale of assets and other charges in both periods mentioned above, operating expenses increased 1% or $19 million, driven by higher employee related costs. See Note 6 to the Consolidated Financial Statements.

Operating earnings of $1,213 million for 2017 decreased 5% versus $1,275 million in 2016. Excluding restructuring costs, gains on the sale of assets and other charges in both periods mentioned above, operating earnings decreased 9% or $116 million, driven primarily by price deflation. See Note 6 to the Consolidated Financial Statements.

Canada
Net sales were $753 million for 2017, an increase of $19 million, or 3%, when compared with $734 million for 2016. On a daily basis, the 3% increase consisted of volume across all end segments.

In 2017, eCommerce sales for the Canada business were $135 million, an increase of 38% over the prior year. Total eCommerce sales represented 18% and 13% of total sales for 2017 and 2016, respectively. If the Canada business included KeepStock®, total eCommerce and KeepStock® sales would represent 32% and 26% of total sales for 2017 and 2016, respectively.

Gross profit margin increased 1.0 percentage point in 2017 versus 2016, primarily due to a favorable comparison to an inventory adjustment in the second quarter of 2016 that did not repeat in 2017, partially offset by price deflation, cost inflation and higher freight costs from an increase in shipping directly to customers in 2017.
Operating expenses decreased 9% in 2017 versus 2016. Excluding restructuring costs in both periods, operating expenses would have increased 3%, primarily related to higher professional service fees related to the business transformation.

Operating losses of $77 million for 2017 increased versus operating losses of $65 million in 2016. Excluding the restructuring costs and the inventory adjustment, operating losses would have been $37 million compared to $41 million in the prior year.
Other businesses
Net sales for other businesses were $2,120 million for 2017, an increase of $235 million, or 12%, when compared to $1,885 million for 2016. The net sales increase was primarily due to incremental sales at Zorocustomer acquisition growth from the endless assortment businesses,
partially offset by foreign exchange headwinds from the euro and MonotaRO. On a daily basis, the 13% increase consisted of the following:pound sterling.

Percent Increase/(Decrease)
Volume15
Foreign exchange(2)
Total13%

Operating earningslosses for other businesses were $56 million for 2017 compared to $41 million for 2016. Excluding restructuring charges in 2017 and the goodwill and intangible impairment charges of $52 million in the Fabory and Colombia businesses in the prior year, operating earnings increased $18 million or 19%, due to strong performance from the single channel online businesses.

Segment Analysis - 2016 Compared to 2015

United States
Net sales were $7,870$9 million for 2016,the year ended 2019, a decrease of $93$17 million, or 1% when216% compared with net salesto operating earnings of $7,963$8 million for 2015. The 1% decrease consisted of the following:


Percent Increase/(Decrease)
Intercompany sales to Zoro1
Volume(1)
Price(1)
Total(1)%

Mid-single-digit sales growth to government and retail customers and low single-digit growth to light manufacturing were offset by mid-teen declines in sales to natural resource and reseller customers and mid-single-digit declines to heavy manufacturing customers and contractors.

In 2016, eCommerce sales for the U.S. business were $3,660 million, an increase of 12% over the prior year and represented 46% of total sales. The increase was primarily driven by an increase in sales via EDI and electronic purchasing platforms. If the U.S. business2018. Other businesses included KeepStock®, the electronic inventory management offering, total eCommerce and KeepStock® sales would represent 53% of total sales.

Gross profit margin decreased 1.3 percentage points in 2016 compared to 2015, driven by price deflation exceeding cost deflation and stronger sales growth to lower margin customers.

Operating expenses were down 2% for 2016 versus 2015. The decrease in operating expenses was driven by lower employees benefit costs, partially offset by higher restructuring costs and other charges discussed above. Excluding the restructuring and otherimpairment charges in both periods, operating expenses would have been down 4%.

Operating earnings of $1,275 million for 2016 decreased 7% versus $1,372 million2019 and 2018 relating to the Cromwell business in 2015. The decline in operating earnings for 2016 was primarily driven by lower salesthe U.K. See Note 4 and gross profit margin, partially offset by lower operating expenses.Note 5 to the Financial Statements. Excluding the restructuring, costsnet and otherimpairment charges in both periods, operating earnings decreased 5%.

Canada
Net sales were $734 million for 2016, a decrease of $157$40 million, or 18%, when compared with $891 million for 2015. In local currency, sales decreased 15% for 2015. The 18%27%. This decrease consisted of the following:
Percent Decrease
Volume(10)
Foreign exchange(3)
Price(2)
ERP implementation(2)
Wildfire impact(1)
Total(18)%

Sales performance in the Canada business was primarily driven by declines within the oil and gas sector in Alberta, combined with declines in all other end markets across the country. The Alberta region, which represents about one-third of the sales in the Canada business, decreased 23% versus prior year, as it was negatively impacted by oil prices. Sales growth for the remaining regions in aggregate was down 10% in local currency. In addition, the Canada business implemented the U.S. ERP system in February 2016, which negatively impacted sales as employees transitioned to operating with the new system.

In 2016, eCommerce sales for the Canada business were $98 million, a decrease of 8% over the prior year and represented 13% of total sales. The decrease was primarily driven by lower sales volume. If the Canada business included KeepStock®, total eCommerce and KeepStock® sales would represent 26% of total sales.

Gross profit margin decreased 7.8 percentage points in 2016 versus 2015, due to an inventory adjustment of $10 million in the second quarter of 2016, along with price deflation versus cost inflation and higher freight costs from an increase in shipping directly to customers. As a result of service issues due to the ERP system implementation, the business did not increase prices to customers during 2016.


Operating expenses decreased 8% in 2016 versus 2015. The decrease was due to the benefit of a $7 million gain from the sale of the former Toronto DC in the first quarter of 2016 and lower ERP system project costs, partially offset by higher restructuring costs. Excluding the restructuring costs from both periods, operating expenses decreased 11%.

Operating losses were $65 million for 2016 versus operating earnings of $27 million in 2015, a decrease of $92 million. Excluding the restructuring costs mentioned above, the operating losses would have been $41 million due to lower sales and gross profit margin and operating expenses declining at a slower rate than sales when compared to the prior period.

Other businesses
Net sales for other businesses were $1,885 million for 2016, an increase of $479 million, or 34%, when compared to $1,406 million for 2015. The net sales increase wasis primarily due to the September 1, 2015 Cromwell acquisitionendless assortment businesses' investments to drive long-term growth and incremental sales at Zoro and MonotaRO. The 34% increase consisted ofperformance in the following:high-touch solutions businesses.
Percent Increase
Cromwell acquisition18
Volume15
Foreign exchange1
Total34%


Operating earnings
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 other businesses were $41 million for 2016 compared to $48 million for 2015. Excluding goodwill and intangible impairment charges of $52 million in the Fabory and Colombia businesses and other restructuring charges in the priorfiscal year operating earnings for other business increased by $39 million driven by strong performance from MonotaRO, Zoro and the earnings contribution from Cromwell.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 strong working capital position,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 operationsoperations. Grainger also maintains access to capital markets and borrowing capacitymay issue debt or equity securities from time to continue, allowing it to fund its operations, growth initiatives and capital expenditures as well as pay cash dividends, repurchase shares and repay its long-term debt obligations while maintainingtime, which may provide an adequate credit rating.additional source of liquidity.


Cash and Cash Equivalents
At December 31, 2017, 20162019 and 2015,2018, Grainger had cash and cash equivalents of $327 million, $274$360 million and $290$538 million, respectively. Approximately 64%, 72%69% and 76%49% were outside the U.S. business as of December 31, 2017, 20162019 and 2015,2018, respectively. Grainger has no material limits or restrictions on its ability to use or access these foreign liquid assets.


Cash FlowFlows


20172019 Compared to 20162018
Net cash provided by operating activities was $1,057$1,042 million and $1,024$1,057 million for the twelve monthsyears ended December 31, 20172019 and 2016,2018, respectively. The increasedecrease in cash provided by operating activities iswas primarily the result of lower payments related to employee benefits,variable compensation payments, partially offset by lower earningsfavorable net income and higherchanges in working capital.


Net cash used in investing activities was $146$202 million and $262$166 million for the twelve monthsyears ended December 31, 20172019 and 2016,2018, respectively. The decreaseThis increase in net cash used in investing activities was primarily driven by lower additions to property, buildings and equipment compared to the prior year and higher proceeds primarily from the sales of branch real estate assets in the U.S. and a U.S. business divestiture when compared to the prior year.


Net cash used in financing activities was $867$1,023 million and $776$670 million in the twelve monthsyears ended December 31, 20172019 and 2016,2018, respectively. The increase in net cash used in financing activities was primarily driven by lower proceeds of long-term debt and higher net payments of commercial paper, offset by lowertreasury stock repurchases in 20172019 compared to 20162018 and lower payments of long-term debt.

2016 Compared to 2015
Net cash provided by operating activities was $1,024 million and $1,036 million for the twelve months ended December 31, 2016 and 2015, respectively. Net cash provided had been reported as $1,003 million and $990 million in 2016 and 2015, respectively. The $1,024 million and $1,036 million reflects the adoption of ASU 2016-09, Stock Based Compensation: Improvement to Employee Shared-Based Payment Accounting, which required retrospective


reclassification of $21 million and $46 million from operating activities to financing activities for 2016 and 2015, respectively. The reclassification relates to employee taxes paid as part of the exercise of stock options.

Net cash used in investing activities was $262 million and $843 million for the twelve months ended December 31, 2016 and 2015, respectively. The higher use of cash in 2015 was driven by the Cromwell acquisition in September 2015. In 2016, lower additions to property, buildings and equipment compared to the prior year and higher proceeds from the sale of branch real estate assets contributed to the reduction in cash used in investing activities.stock options exercised.

Net cash used in financing activities was $776 million and $109 million in the twelve months ended December 31, 2016 and 2015, respectively. The change in financing activities was primarily driven by the issuance of $400 million in Senior Notes in 2016 compared to the issuance of $1 billion in Senior Notes in 2015 and significantly lower stock repurchases in 2016 compared to 2015.


Working Capital
Internally generated funds are the primary source of working capital and funds used for growth initiatives andincluding 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, and current maturities of long-term debt)debt and lease liabilities). Working capital was $1,669$2,092 million at December 31, 2017,2019, compared with $1,722$1,898 million at December 31, 2016,2018, primarily due to an increase in accounts receivable and inventory and decreases in accrued compensation and benefits partially offset by increases in current liabilities.accounts payable. At these dates, the ratio of current assets to current liabilities was 2.22.6 and 2.4, respectively.



Capital Expenditures
In each of the past threetwo 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 thousandsmillions of dollars):
For the Years Ended December 31,For the Years Ended December 31,
2017 2016 20152019 2018
Land, buildings, structures and improvements$108,753
 $70,942
 $86,082
$47
 $69
Furniture, fixtures, machinery and equipment65,996
 139,474
 202,137
131
 137
Subtotal174,749
 210,416
 288,219
178
 206
Capitalized software62,534
 73,833
 85,649
43
 33
Total$237,283
 $284,249
 $373,868
$221
 $239


In 2017,2019, the Company continued to invest in its worldwideNorth 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), digital platforms (e.g. eCommerce websites. Other investments include the consolidation of facility and inventory management solutions), capital maintenanceoffice locations and development of its existing branch networks across the enterprise and other supporting information technology assets.software solutions.


In 2016, the Company continued to invest in the North America distribution network, as well as the distribution network in other businesses and sales productivity initiatives. Other significant investments in 2016 included the eCommerce platform, sustaining capital investments in branches and distribution centers and other technology infrastructure.

In 2015, the Company invested in the North America distribution center network and the completion of the common ERP platformProjected spending for North America and made investments in support of sales initiatives. Other significant investments included the eCommerce platform, sustaining capital investments for Grainger's branches and distribution centers and other technology infrastructure.

In 2018, capital expenditures are2020 is expected to range from $290be approximately $250 million to $330 million. Projected spendingwhich includes continued investments in theits supply chain, eCommerce/digitalsoftware development, office space maintenance and inventory management solutions. Grainger expects to fund 20182020 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 56.2%54.3% and 54.1%51.5%, as of December 31, 20172019 and 2016,2018, 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:
CorporateSenior UnsecuredShort-term
Moody'sA3A3P2
S&PA+A+A1




Over the last three years, Grainger issued $1.8 billion in long-term debt to partially fund the repurchase of $2.8 billion in shares of the total $3 billion previously announced. The remaining amount was funded from internally generated cash. Debt was issued as follows:
In June 2015, $1.0 billion payable in 30 years and carries a 4.60% interest rate, payable semiannually.
In May 2016, $400 million payable in 30 years and carries a 3.75% interest rate, payable semiannually.
In May 2017, $400 million payable in 30 years and carries a 4.20% interest rate, payable semiannually.
Refer to Note 7 and Note 8 to the Consolidated Financial Statements included in Item 8.

The Company ended 2017 with a Debt/EBITDA ratio of 1.8x EBITDA, which is defined as Earnings before Interest, Taxes, Depreciation and Amortization, is a non-GAAP measure and may not be defined and calculated by other companies in the same manner.


Commitments and Other Contractual Obligations
At December 31, 2017,2019 Grainger's contractual obligations, including estimated payments due by period, are as follows (in thousandsmillions of dollars):
Payments Due by PeriodPayments Due by Period


Total Amounts Committed Less than 1 Year 1 - 3 Years 4 - 5 Years More than 5 YearsTotal Amounts Committed Less than 1 Year 1 - 3 Years 3 - 5 Years More than 5 Years
Debt obligations$2,365,795
 $94,312
 $334,930
 $136,553
 $1,800,000
$2,181
 $246
 $129
 $6
 $1,800
Interest on debt2,197,909
 83,002
 161,853
 156,604
 1,796,450
2,035
 81
 157
 156
 1,641
Operating lease obligations196,544
 63,625
 82,594
 34,446
 15,879
239
 63
 100
 46
 30
Purchase obligations:                  
Uncompleted additions to
property, buildings and equipment
68,806
 68,287
 346
 173
 
88
 88
 
 
 
Commitments to purchase
inventory
541,834
 541,834
 
 
 
498
 498
 
 
 
Other goods and services141,883
 98,843
 36,481
 6,474
 85
317
 177
 112
 28
 
Other liabilities130,256
 91,879
 9,703
 6,569
 22,105
103
 81
 5
 4
 13
Total$5,643,027
 $1,041,782
 $625,907
 $340,819
 $3,634,519
$5,461
 $1,234
 $503
 $240
 $3,484


See Notes 6, 7 8 and 109 to the Consolidated 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’sCompany's net obligation for the postretirement healthcare benefits plan of approximately $2 million, is not included in the table above as determined by actuarial projections, is $208 million atno additional amounts are required to be funded as of December 31, 2017.2019. The CompanyCompany's historical practice regarding this plan has established a Group Benefit Trust (Trust)been to fund the plan obligations. The Trust assets available for benefits payments are $189 million at December 31, 2017. The Company has nocontribute amounts necessary to satisfy minimum pension funding requirements, and the timing andplus periodic discretionary amounts of the Company’s additional contributions into the Trust have not been determined. Other employment-related benefits obligations of $65 million have also not been included in this table as the timing of benefit payments is not predictable. See Note 9determined to the Consolidated Financial Statements for further detail.be appropriate.


Grainger has recorded a noncurrent liability of approximately $45$32 million for tax uncertainties and interest at December 31, 2017.2019. This amount is excluded from the table above, as Grainger cannot predict the timing of these cash payments by period. See Note 1413 to the Consolidated Financial Statements.





Off-Balance Sheet Arrangements
Grainger does not have any material exposures to off-balance sheet arrangements. All significant contractual obligations are recorded on the Company's Consolidated Balance Sheet or disclosed in the notes to Grainger's Consolidated Financial Statements.


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 Consolidated Financial Statements describesfor further information on the significant accounting policies used in the preparation of the Consolidated Financial Statements. As discussed in Note 1, the preparation of financial statements, in conformity with Generally Accepted Accounting Principles (GAAP) in the United States of America, requires management to make judgments, estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes.

Accounting policies and estimates are considered critical when they require management to make subjective and complex judgments, estimates and assumptions about matters that have a material impact on Grainger's financial statements and accompanying notes.

The Company believes that the following discussion addresses Grainger’s mostCompany’s critical accounting policies and estimates.estimates, which are as follows:


Allowance for Doubtful Accounts
Grainger considers several factors to estimateInventory: Inventory reflected at the allowance for uncollectible accounts receivable including the agelower of the receivables, the percent past due and the historical ratio of actual write-offs to the age of the receivables. The analyses performed also take into consideration economic conditions that may have an impact on a specific industry, group of customerscost or a specific customer.

Based on analysis of actual historical write-offs of uncollectible accounts receivable, Grainger's estimates and assumptions have been materially accurate in regards to the valuation of its allowance for doubtful accounts. However, write-offs could be materially different than the reserves established if business or economic conditions change or actual results deviate from historical trends, and Grainger's estimates and assumptions may be revised as appropriate to reflect these changes. For fiscal years 2017, 2016 and 2015, actual results did not vary materially from estimated amounts.

Inventory Reserves
Grainger establishes inventory reserves for excess and obsolete inventory. Grainger regularly reviews inventory to evaluate continued demand and identify any obsolete or excess quantities.  Grainger records provisions for the difference between excess and obsolete inventory cost and its estimated realizable value.  Estimatednet realizable value is based on anticipatedconsidering future product demand, market conditions and liquidation values.  As Grainger's inventory consists of approximately 1.7 million stocked products, it is not practical to quantify the actual disposition of excess and obsolete inventory against estimated amounts at a stock keeping unit (SKU) level and no individual SKU is material. There were no material differences noted between reserve levels compared to the level of write-offs historically. values;


Grainger's methodology for estimating reserves is continually evaluated based on current experience
Goodwill and Intangible Assets Impairment:  the methodology provides for a materially accurate level of reserves at any reporting date. Actual results could differ materially from projections and require changes to reserves that could have a material effect on Grainger's results of operations, based on significant changes in product demand, market conditions or liquidation value. If business or economic conditions change, Grainger's estimatesvaluation methods and assumptions may be revised as appropriate. For fiscal years 2017, 2016 and 2015, actual results did not vary materially from estimated amounts.

Goodwill and Indefinite Lived Intangible Assets
Business acquisitions resultused in assessing the recording of goodwill and identified intangible assets that affect the amount of amortization expense and possible impairment write-downs that may occur in future periods. Grainger tests reporting units’ goodwill and intangible assets for impairment annually during the fourth quarter and more frequently if impairment indicators exist. Grainger periodically 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 assets 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.



The fair value of reporting units is calculated primarily using the discounted cash flow (DCF) method and utilizing value indicators from a market approach to evaluate the reasonableness of the resulting fair values. The DCF method incorporates various assumptions including the amount and timing of future expected cash flows, including revenues, gross margins, operating expenses, capital expenditures and working capital based on operational budgets, long-range strategic plans and other estimates. The terminal value growth rate is used to calculate the value of cash flows beyond the last projected period and reflects management’s best estimates for perpetual growth for the reporting units. Estimates of market-participant risk-adjusted weighted average cost of capital are used as a basis for determining the discount rates to apply to the reporting units’ future expected cash flows and terminal value.

Grainger’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.

The Company performed its annual tests of goodwill and indefinite-lived intangible assets for impairment, including qualitative assessments of all of its reporting units’ goodwill and intangible assets with indefinite lives. Quantitative tests of the Company’s reporting unit in Canada and the Cromwell reporting unit in other businesses were also performed due to lower-than-expected operating performance and lowered short-term forecasts. Based on the results of the quantitative tests performed, the fair values of these reporting units exceeded their carrying values by approximately 31 percent for the Canada reporting unit and 15 percent for the Cromwell reporting unit.

The Company performed sensitivity analyses on the reporting units’ fair values utilizing alternate assumptions that reflect reasonably possible changes to future assumptions. Holding all other assumptions constant, the impact of a 100 basis point increase in discount rates or a 100 basis point decrease in terminal growth rates would have not resulted in the reporting units failing the quantitative tests.

While the Company’s impairment test and respective sensitivity analyses supported no impairment of goodwill and intangibles,intangible assets; and

Contingencies: the riskestimation of potential failure of quantitative tests in future reporting periodswhen a contingent loss is highly dependent upon key assumptions included in the determination of reporting unit or intangible fair values. Changes in assumptions regarding future performance and the ability to execute on growth initiatives and productivity improvements may have a significant impact on future cash flows. Likewise, changes in terminal value and discount rate assumptions, unfavorable economic environment or market conditions and other factors may result in future impairments of goodwill and intangible assets. The Company will continue to monitor results and projected cash flows to assess whether goodwill or intangible impairments may be necessary.

Postretirement Healthcare Benefits
The postretirement healthcare obligation and net periodic cost are dependent on assumptions and estimates used in calculating such amounts. The assumptions used include, among others, discount rates, assumed rates of return on plan assets and healthcare cost trend rates and certain employee-related factors, such as turnover, retirement age and mortality rates. Changes in these and other assumptions (caused by conditions in equity markets or plan experience, for example) could have a material effect on Grainger's postretirement benefit obligation and expense and could affect its results of operations and financial condition. These changes in assumptions may also affect voluntary decisions to make additional contributions to the trust established for funding the postretirement benefit obligation.

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 will move all post-65 Medicare eligible retirees to healthcare exchanges and provide them a subsidy to purchase insurance. The amount of the subsidy will be based on years of service. The plan obligation was remeasured as a result of this plan design change. 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. Grainger estimates that this plan change could increase 2018 pretax earnings by approximately $5.3 million. However, other changes in assumptions may increase, decrease or eliminate this effect.

The discount rate assumptions used by management reflect the rates available on high-quality fixed income debt instruments as of December 31, the measurement date, of each year.A higher discount rate reduces the present value of benefit obligations and net periodic benefit costs.As of December 31, 2017, Grainger decreased the discount rate used in the calculation of the postretirement plan obligation from 4.00% to 3.44% to reflect the decrease in market interest rates.Grainger estimates that this decrease could decrease 2018 pretax earnings by approximately $2.0 million.However, other changes in assumptions may increase, decrease or eliminate this effect.



A 1 percentage point change in assumed healthcare cost trend rates would have had the following effects on December 31, 2017 results (in thousands of dollars):
 1 Percentage Point
 Increase  (Decrease)
Effect on total of service and interest cost$1,269
 $(1,053)
Effect on postretirement benefit obligation5,516
 (5,095)

Grainger used Mortality Table RPH-2014 and changed the mortality improvement scale used to project mortality rates into the future from Mortality Improvement Scale MP-2016 to Mortality Improvement Scale MP-2017 at December 31, 2017. Mortality Table RPH-2014 is a headcount-weighted table that is more appropriate for the measurement of other postretirement employee benefit plans. Scale MP-2017, published by the Society of Actuaries, reflects the most recent data for mortality improvement. Grainger estimates this change could increase 2018 pretax earnings by approximately $0.2 million.

Grainger updated the 2017 census for involuntary terminations that occurred in 2017. Grainger estimates this change could increase 2018 pretax earnings by approximately $0.9 million.

When assumptions are selected, expected results can vary from actual results. Grainger's expected results varied from actual results for both expected return on plan assets and benefit payments. Grainger estimates this impact could increase 2018 pretax earnings by approximately $2.9 million.

Grainger may terminate or modify the postretirement plan at any time, subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code, as amended. In the event the postretirement plan is terminated, all assets of the Group Benefit Trust inure to the benefit of the participants. The foregoing assumptions are based on the presumption that the postretirement plan will continue. Were the postretirement plan to terminate, different actuarial assumptions and other factors might be applicable.

Grainger has used its best judgment in making assumptions and estimates and believes such assumptions and estimates used are appropriate. Changes to the assumptions may be required in future years as a result of actual experience or new trends or plan changes and, therefore, may affect Grainger's retirement plan obligations and future expense. For additional information concerning postretirement healthcare benefits, see Note 9 to the Consolidated Financial Statements.

Income Taxes
The tax balances and income tax expense recognized by Grainger are based on management's interpretations of the tax laws of multiple jurisdictions. Income tax expense reflects Grainger's best estimates and assumptions regarding, among other items, the level of future taxable income, interpretation of tax laws and tax planning opportunities, plans for reinvestment of cash overseas and uncertain tax positions. On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, which significantly revised the U.S. corporate income tax system including lowering the corporate income tax rates from 35% to 21% effective January 1, 2018. See Note 14 to the Consolidated Financial Statements for additional information.

Future rulings by tax authorities and future changes in tax laws and their interpretation, changes in projected levels of taxable income, changes in planned need for cash overseas and future tax planning strategies could impact the actual effective tax rate and tax balances recorded by Grainger.

Contingent Liabilities
At any time, Grainger may be subject to investigations, legal proceedings or claims related to the ongoing operation of its business, including claims both by and against Grainger. Such proceedings typically involve claims related to product liability, general negligence, contract disputes, environmental issues, unclaimed property, wage and hour laws, intellectual property, employment practices, regulatory compliance or other matters and actions brought by employees, customers, competitors, suppliers or governmental entities. As a government contractor selling to federal, state and local governmental entities, the Company is also subject to governmental or regulatory inquiries or audits or other proceedings, including those related to contract administration or to pricing compliance. Grainger retains a significant portion of the risk of certain losses related to workers' compensation, auto liability, general liability and property losses through the utilization of high deductibles and self-insured retentions. Grainger routinely assesses the likelihood of


any adverse outcomes related to these matters on a case by case basis, as well as the potential ranges of losses and fees. Grainger establishes accruals for its potential exposures, as appropriate, for claims against Grainger when losses become probable and the financial impact of an adverse outcome is reasonably estimable. Legal fees are recognized as incurred and are not included in accruals for contingencies. Where Grainger is able to reasonably estimate a range of potential losses, Grainger records the amount within that range that constitutes Grainger's best estimate. Grainger also discloses the nature of and range of loss for claims against Grainger when losses are reasonably possible and the exposure is considered material to Grainger's Consolidated Financial Statements. These accruals and disclosures are determined based on the facts and circumstances related to the individual cases and require estimates and judgments regarding the interpretation of facts and laws, as well as the effectiveness of strategies or other factors beyond Grainger's control. If the assessment of any of these factors changes, the estimates may change. Predicting the outcome of claims and litigation, and estimating related costs and exposure, involves substantial uncertainties that could cause actual costs to vary materially from estimates and accruals.

Other
Other significant accounting policies, not involving the same level of measurement uncertainties as those discussed above, are nevertheless important to an understanding of the financial statements. Policies such as revenue recognition, depreciation, intangibles, long-lived assets, fair value measurements and valuations and warranties require judgments on complex matters that are often subject to multiple external sources of authoritative guidance such as the Financial Accounting Standards Board and the Securities and Exchange Commission. Possible changes in estimates or assumptions associated with these policies are not expected to have a material effect on the financial condition or results of operations of Grainger. More information on these additional accounting policies can be found in Note 1 to the Consolidated Financial Statements.

Effects of Inflation and Changing Prices
Grainger is affected by inflation through increased product and operating costs, and the ability to pass on cost increases to customers over time is dependent upon market conditions. The ability to achieve sales growth through increased prices is also subject to inflation and normal competitive conditions. The predominant use of the last-in, first-out (LIFO) method of accounting for inventories and accelerated depreciation methods for financial reporting and income tax purposes result in a substantial recognition of the effects of inflation in the financial statements.

Some of Grainger's products contain significant amounts of commodity-priced materials, such as steel, copper, petroleum derivatives or rare earth minerals, and are subject to price changes based upon fluctuations in the commodities market.

Grainger believes the most positive means to combat inflation and advance the interests of investors lie in the continued application of basic business principles, which include improving productivity, maintaining working capital turnover and offering products and services that can command appropriate prices in the marketplace.


Forward-Looking Statements


From time to time, in this Annual Report on Form 10-K, as well as in other written reports, 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. Such forward-lookingForward-looking statements arecan generally be identified by wordstheir use of terms such as “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project”“project,” “will” or “would” and similar terms and expressions.phrases, including references to assumptions.


Grainger cannot guarantee that any forward-looking statement will be realized although Grainger does believe that its assumptions underlying its forward-looking statements are reasonable. Achievementand 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 athe forward-looking statementstatements include, without limitation: higher product costs or other expenses; a major loss of customers; loss or disruption of sourcesources of supply; increased competitive pricing pressures; failure to develop or implement new technologiestechnology initiatives or business strategies; the implementation, timing and results offailure to adequately protect intellectual property or successfully defend against infringement claims; fluctuations or declines in the Company's strategic pricing initiatives and othergross 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;systems involving us or third parties on which we depend; general industry, economic, market or marketpolitical conditions; general global economic conditions;conditions including tariffs and trade issues and policies; currency exchange rate fluctuations; market volatility;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 credit ratings;effective tax rates; changes in effective tax ratescredit 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 publicly update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise.otherwise, except as required by law.


Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Grainger may use financial instruments to reduce its exposure to adverse fluctuations in foreign currency exchange rates and interest rates
Grainger's primary market risk exposures as part of its overall risk management strategy. The derivative positions reduce risk by hedging certain underlying economic exposures. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of the instruments are generally offset by reciprocal changes in the value of the underlying exposure. Grainger does not enter into derivative financial instruments for trading or speculative purposes.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. While it is difficult to quantify any particular impact of changes in exchange rates, a uniform 10% strengthening in the U.S. dollar (whereby all other variables are held constant and unusual expense items described in "Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations" are excluded) would have resulted in an increase inGrainger's net earnings of $1 million for the year ended December 31, 2017, and an increase in net earnings of $2 million for the year ended December 31, 2016. Comparatively, a 10% weakening of the U.S. dollar would have resulted in a decrease in net earnings of $2 million for the year ended December 31, 2017, and a decrease in net earnings of $2 million for the year ended December 31, 2016. This sensitivity analysis of the effects of changes inexposure 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 factorcurrently use any derivative instruments to manage these exposures. As of December 31, 2019, the annualized effect of a 0.1 percentage point increase in future potential changes in sales levels or local currency prices or costs.interest rates on Grainger’s variable-rate debt obligations would not have a material impact on net earnings.



Commodity Price Risk
Grainger has limited primaryGrainger’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 on certain products for resale, but does not purchase commodities directly.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 3732 to 77.63. See the Index to Financial Statements and Supplementary Data on page 36.31.


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 Rule 13a-15.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 3732 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, 20172019, is included on page 3833 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 Required to Be Disclosed in a Form 8-K


None.






PART III


Item 10: Directors, Executive Officers and Corporate Governance
 
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 25, 2018,29, 2020, under the captions “Directors,“Nominees and Director Experience and Qualifications,” "Annual Election of Directors,” “Candidates for Board Membership,” “Board of DirectorsAffairs and Board Committees”Nominating Committee,” “Audit Committee” and “Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance.Reports.”  Information required by this item regarding executive officers of Grainger is set forth belowin Part I, Item 1, under the caption “Executive“Information about our Executive Officers.”
 
Grainger has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer and controller. This code of ethics is part of Grainger’s Business Conduct Guidelines for directors, officers and employees, which is available free of charge through Grainger’s website at www.grainger.com/investorwww.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.


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 25, 2018,29, 2020, under the captions “Board of Directors“Director Compensation,” “Compensation Discussion and Board Committees,Analysis,“Director Compensation,“Compensation Committee,” “Report of the Compensation Committee of the Board” and “Compensation Discussion and Analysis.”"Fees for Independent Compensation Consultant."


Item 12: DirectorsSecurity Ownership of Certain Beneficial Owners and Executive OfficersManagement 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 25, 2018,29, 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 25, 2018,29, 2020, under the captions "Election“Director Independence,” "Annual Election of Directors" and "Transactions“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 25, 2018,29, 2020, under the caption “Audit Fees and Audit Committee Pre-Approval Policies and Procedures.”






PART IV


Item 15: Exhibits and Financial Statements Schedules


(a) Documents filed as part of thethis Form 10-K


(1)Financial Statements: see "Item 8: Financial Statements and Supplementary Data," on page 3631 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 7764 of the Form 10-K.


Item 16: Form 10-K Summary

None.




















INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
December 31, 2017, 20162019, 2018 and 20152017


Page(s)Page
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




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, 20172019, 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, 20172019.


Ernst & Young LLP, an independent registered public accounting firm, has audited Grainger's internal control over financial reporting as of December 31, 20172019, as stated in their report, which is included herein.





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, 20172019 and 2016,2018, the related consolidated statements of earnings, comprehensive earnings, and shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2017,2019, 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, 20172019 and 2016,2018, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2019, 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, 2017,2019, 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 26, 201820, 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.


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.
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.
How We Addressed the Matter in Our AuditOur 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 26, 201820, 2020












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, 2017,2019, 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, 2017,2019, 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, 20172019 and 2016,2018, and the related consolidated statements of earnings, comprehensive earnings, and shareholders’ equity and cash flows for each of the three years in the period ended December 31, 20172018 and the related notes and our report dated February 26, 201820, 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 26, 201820, 2020




W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands of dollars,millions, except for share and per share amounts)
For the Years Ended December 31,For the Years Ended December 31,
2017 2016 20152019 2018 2017
Net sales$10,424,858
 $10,137,204
 $9,973,384
$11,486
 $11,221
 $10,425
Cost of merchandise sold6,327,301
 6,022,647
 5,741,956
Cost of goods sold7,089
 6,873
 6,327
Gross profit4,097,557
 4,114,557
 4,231,428
4,397
 4,348
 4,098
Warehousing, marketing and administrative expenses3,048,895
 2,995,060
 2,931,108
Selling, general and administrative expenses3,135
 3,190
 3,063
Operating earnings1,048,662
 1,119,497
 1,300,320
1,262
 1,158
 1,035
Other income and (expense): 
  
  
Interest income2,570
 717
 1,166
Interest expense(80,458) (66,332) (33,571)
Loss from equity method investment(37,771) (31,193) (11,740)
Other (income) expense: 
  
  
Interest expense, net79
 82
 86
Other, net2,321
 (3,631) (5,470)(26) (5) 13
Total other expense(113,338) (100,439) (49,615)
Total other expense, net53
 77
 99
Earnings before income taxes935,324
 1,019,058
 1,250,705
1,209
 1,081

936
Income taxes312,881
 386,220
 465,531
314
 258
 313
Net earnings622,443
 632,838
 785,174
895
 823
 623
Less: Net earnings attributable to noncontrolling interest36,713
 26,910
 16,178
46
 41
 37
Net earnings attributable to W.W. Grainger, Inc.$585,730
 $605,928
 $768,996
$849
 $782
 $586
Earnings per share: 
  
   
  
  
Basic$10.07
 $9.94
 $11.69
$15.39
 $13.82
 $10.07
Diluted$10.02
 $9.87
 $11.58
$15.32
 $13.73
 $10.02
Weighted average number of shares outstanding: 
  
  
 
  
  
Basic57,674,977
 60,430,892
 65,156,864
54.7
 56.1
 57.7
Diluted57,983,167
 60,839,930
 65,765,121
54.9
 56.5
 58.0
 
The accompanying notes are an integral part of these consolidated financial statements.




W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousandsmillions of dollars)




 For the Years Ended December 31,
 2017 2016 2015
Net earnings$622,443

$632,838

$785,174
Other comprehensive earnings:







Foreign currency translation adjustments, net of
reclassification (see Note 6 and Note 13)
92,711

(38,729)
(154,096)
Postretirement benefit plan remeasurement, net of tax expense $29,172 (see Note 9 and Note 13)46,543




Postretirement benefit plan reclassification, net of tax (expense) benefit of $(1,017), $6,991 and $(17,013)2,043
 (12,453) 27,846
Other
 885
 1,300
Comprehensive earnings, net of tax763,740
 582,541
 660,224
Less: Comprehensive earnings attributable to noncontrolling interest:

 

 

Net earnings36,713

26,910

16,178
Foreign currency translation adjustments3,677

906

(532)
Comprehensive earnings attributable to W.W. Grainger, Inc.$723,350
 $554,725
 $644,578
 For the Years Ended December 31,
 2019 2018 2017
Net earnings$895
 $823
 $623
Other comprehensive earnings (losses):     
Foreign currency translation adjustments, net of
reclassification (see Note 5 and Note 12)
26
 (41) 93
Postretirement benefit plan re-measurement, net of tax expense $29 million (see Note 8 and Note 12)
 
 47
Postretirement benefit plan reclassification, net of tax benefit of $2 million, $3 million and $1 million, respectively(6) (7) 2
Total other comprehensive earnings (losses)20
 (48) 142
Comprehensive earnings, net of tax915
 775
 765
Less: Comprehensive earnings (losses) attributable to noncontrolling interest

 

 

Net earnings46
 41
 37
Foreign currency translation adjustments3
 3
 4
Total comprehensive earnings (losses) attributable to noncontrolling interest49
 44
 41
Comprehensive earnings attributable to W.W. Grainger, Inc.$866
 $731
 $724


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


W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In millions of dollars, except for share and per share amounts)
 As of December 31,
ASSETS2019 2018
CURRENT ASSETS   
Cash and cash equivalents$360
 $538
Accounts receivable (less allowance for doubtful accounts of $21 million and $25 million, respectively)1,425
 1,385
Inventories – net1,655
 1,541
Prepaid expenses and other assets104
 83
Prepaid income taxes11
 10
Total current assets3,555
 3,557
PROPERTY, BUILDINGS AND EQUIPMENT – NET1,400
 1,352
DEFERRED INCOME TAXES11
 12
GOODWILL429
 424
INTANGIBLES – NET304
 460
OTHER ASSETS306
 68
TOTAL ASSETS$6,005
 $5,873
    
LIABILITIES AND SHAREHOLDERS' EQUITY 
CURRENT LIABILITIES   
Short-term debt$55
 $49
Current maturities of long-term debt246
 81
Trade accounts payable719
 678
Accrued compensation and benefits228
 262
Accrued contributions to employees’ profit-sharing plans85
 133
Accrued expenses318
 269
Income taxes payable27
 29
Total current liabilities1,678
 1,501
LONG-TERM DEBT (less current maturities)1,914
 2,090
DEFERRED INCOME TAXES AND TAX UNCERTAINTIES106
 103
OTHER NON-CURRENT LIABILITIES247
 86
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 shares55
 55
Additional contributed capital1,182
 1,134
Retained earnings8,405
 7,869
Accumulated other comprehensive losses(154) (171)
Treasury stock, at cost - 55,971,691 and 53,796,859 shares, respectively(7,633) (6,966)
Total W.W. Grainger, Inc. shareholders’ equity1,855
 1,921
Noncontrolling interest205
 172
Total shareholders' equity2,060
 2,093
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$6,005
 $5,873

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


W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of dollars)
 For the Years Ended December 31,
 2019 2018 2017
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net earnings$895
 $823
 $623
      
Provision for losses on accounts receivable12
 7
 16
Deferred income taxes and tax uncertainties4
 7
 (5)
Depreciation and amortization229
 257
 264
Impairment of goodwill, intangible and other assets123
 156
 28
Net (gains) losses from sales of assets and business divestitures(6) (6) 28
Stock-based compensation40
 47
 33
Subtotal402
 468
 364
Change in operating assets and liabilities     
Accounts receivable(42) (79) (103)
Inventories(106) (129) (5)
Prepaid expenses and other assets(33) (2) (5)
Trade accounts payable32
 (51) 72
Accrued liabilities(84) 18
 113
Income taxes – net(3) 36
 4
Other non-current liabilities(19) (27) (6)
Net cash provided by operating activities1,042
 1,057
 1,057
CASH FLOWS FROM INVESTING ACTIVITIES: 
  
  
Additions to property, buildings, equipment and intangibles(221) (239) (237)
Proceeds from sales of assets17
 86
 120
Equity method proceeds (investment)2
 (13) (35)
Other – net
 
 6
Net cash used in investing activities(202) (166) (146)
CASH FLOWS FROM FINANCING ACTIVITIES: 
  
  
Net decrease in commercial paper
 
 (370)
Borrowings under lines of credit20
 26
 74
Payments against lines of credit(15) (31) (43)
Proceeds from issuance of long-term debt
 
 401
Payments of long-term debt(42) (96) (39)
Proceeds from stock options exercised49
 181
 47
Payments for employee taxes withheld from stock awards(11) (12) (28)
Purchases of treasury stock(700) (425) (605)
Cash dividends paid(328) (316) (304)
Other – net4
 3
 
Net cash used in financing activities(1,023) (670) (867)
Exchange rate effect on cash and cash equivalents5
 (10) 9
NET CHANGE IN CASH AND CASH EQUIVALENTS:(178) 211
 53
Cash and cash equivalents at beginning of year538
 327
 274
Cash and cash equivalents at end of year$360
 $538
 $327
Supplemental cash flow information:     
Cash payments for interest (net of amounts capitalized)$84
 $86
 $78
Cash payments for income taxes$322
 $229
 $335

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


W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars, except for share and per share amounts)

 As of December 31,
ASSETS2017 2016
CURRENT ASSETS   
Cash and cash equivalents$326,876
 $274,146
Accounts receivable - net1,325,186
 1,223,096
Inventories – net1,429,199
 1,406,470
Prepaid expenses and other assets86,667
 81,766
Prepaid income taxes38,061
 34,751
Total current assets3,205,989
 3,020,229
PROPERTY, BUILDINGS AND EQUIPMENT3,444,660
 3,411,502
Less: Accumulated depreciation and amortization2,052,693
 1,990,611
Property, buildings and equipment – net1,391,967
 1,420,891
DEFERRED INCOME TAXES22,362
 64,775
GOODWILL543,903
 527,150
INTANGIBLES – NET569,115
 586,126
OTHER ASSETS70,918
 75,136
TOTAL ASSETS$5,804,254
 $5,694,307
    
LIABILITIES AND SHAREHOLDERS' EQUITY 
CURRENT LIABILITIES   
Short-term debt$55,603
 $386,140
Current maturities of long-term debt38,709
 19,966
Trade accounts payable731,582
 650,092
Accrued compensation and benefits254,560
 212,525
Accrued contributions to employees’ profit-sharing plans92,682
 54,948
Accrued expenses313,766
 290,207
Income taxes payable19,759
 15,059
Total current liabilities1,506,661
 1,628,937
LONG-TERM DEBT (less current maturities)2,248,036
 1,840,946
DEFERRED INCOME TAXES AND TAX UNCERTAINTIES111,710
 126,101
EMPLOYMENT-RELATED AND OTHER NONCURRENT LIABILITIES110,114
 192,555
SHAREHOLDERS' EQUITY 
  
Cumulative preferred stock – $5 par value – 12,000,000 shares authorized; none issued or outstanding
 
Common stock – $0.50 par value – 300,000,000 shares authorized;
issued 109,659,219 shares
54,830
 54,830
Additional contributed capital1,040,493
 1,030,256
Retained earnings7,405,192
 7,113,559
Accumulated other comprehensive losses(134,674) (272,294)
Treasury stock, at cost – 53,330,356 and 50,854,905 shares, respectively(6,675,709) (6,128,416)
Total W.W. Grainger, Inc. shareholders’ equity1,690,132
 1,797,935
Noncontrolling interest137,601
 107,833
Total shareholders' equity1,827,733
 1,905,768
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$5,804,254
 $5,694,307
The accompanying notes are an integral part of these consolidated financial statements.


W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
 For the Years Ended December 31,
 2017 2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net earnings$622,443
 $632,838
 $785,174
Provision for losses on accounts receivable16,376
 16,216
 10,181
Deferred income taxes and tax uncertainties(5,048) (5,884) 4,076
Depreciation and amortization264,064
 248,857
 227,967
Impairment of goodwill, intangible and other assets28,186
 52,318
 
Net (gains) losses from sales of assets and business divestitures(8,795) (18,521) 2,765
Stock-based compensation32,661
 35,735
 46,861
Losses from equity method investment37,771
 31,193
 11,740
Change in assets and liabilities – net of business acquisitions and divestitures:

 

 

Accounts receivable(103,126) (45,600) (3,085)
Inventories(4,915) (4,403) (37,737)
Prepaid expenses and other assets(5,024) 18,641
 15,788
Trade accounts payable72,332
 72,882
 23,130
Other current liabilities112,445
 (3,937) (24,101)
Current income taxes payable3,967
 (3,513) 6,943
Accrued employment-related benefits cost(6,380) 7,542
 (27,721)
Other – net(400) (10,281) (5,872)
Net cash provided by operating activities1,056,557
 1,024,083
 1,036,109
CASH FLOWS FROM INVESTING ACTIVITIES: 
  
  
Additions to property, buildings and equipment and intangibles(237,283) (284,249) (373,868)
Proceeds from sales of assets and business divestitures120,228
 55,023
 14,857
Equity method investment(34,754) (34,103) (20,382)
Cash paid for business acquisitions
 (159) (464,431)
Other – net5,726
 1,224
 466
Net cash used in investing activities(146,083) (262,264) (843,358)
CASH FLOWS FROM FINANCING ACTIVITIES: 
  
  
Net (decrease) increase in commercial paper(369,766) 39,748
 325,000
Borrowings under lines of credit73,781
 36,055
 54,770
Payments against lines of credit(43,256) (37,358) (78,559)
Proceeds from issuance of long-term debt401,764
 515,985
 1,307,183
Payments of long-term debt(39,301) (262,248) (52,838)
Proceeds from stock options exercised47,418
 34,125
 60,885
Payments for employee taxes withheld from stock awards(27,884) (21,107) (46,205)
Excess tax benefits from stock-based compensation
 11,905
 27,553
Purchase of treasury stock(605,431) (789,773) (1,400,071)
Cash dividends paid(304,473) (302,971) (306,474)
Net cash used in financing activities(867,148) (775,639) (108,756)
Exchange rate effect on cash and cash equivalents9,404
 (2,170) (20,503)
NET CHANGE IN CASH AND CASH EQUIVALENTS:52,730
 (15,990) 63,492
Cash and cash equivalents at beginning of year274,146
 290,136
 226,644
Cash and cash equivalents at end of year$326,876
 $274,146
 $290,136
Supplemental cash flow information:     
Cash payments for interest (net of amounts capitalized)$78,043
 $63,143
 $31,591
Cash payments for income taxes$334,647
 $359,506
 $442,486
The accompanying notes are an integral part of these consolidated financial statements.



W.W. Grainger, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousandsmillions of dollars, except for per share amounts)
 Common StockAdditional Contributed CapitalRetained EarningsAccumulated Other Comprehensive Earnings (Losses)Treasury Stock 
Noncontrolling
Interest
Balance at January 1, 2015$54,830
$948,340
$6,335,990
$(96,673)$(4,032,615) $74,229
Exercise, settlement and vesting of stock based compensation awards
(22,781)

62,835
 460
Stock based compensation expense
42,643



 163
Tax benefits on stock-based compensation awards
31,614



 
Purchase of treasury stock



(1,399,931) (140)
Net earnings

768,996


 16,178
Other comprehensive losses


(124,418)
 (532)
Cash dividends paid ($4.59 per share)
660
(302,856)

 (4,278)
Balance at December 31, 2015$54,830
$1,000,476
$6,802,130
$(221,091)$(5,369,711) $86,080
Exercise, settlement and vesting of stock based compensation awards
(18,137)

41,307
 58
Stock based compensation expense
34,915



 441
Tax benefits on stock-based compensation awards
12,284



 
Purchase of treasury stock



(800,012) (130)
Net earnings

605,928


 26,910
Other comprehensive (losses) earnings


(51,203)
 3,664
Cash dividends paid ($4.83 per share)
718
(294,499)

 (9,190)
Balance at December 31, 2016$54,830
$1,030,256
$7,113,559
$(272,294)$(6,128,416) $107,833
Exercise, settlement and vesting of stock based compensation awards
(22,906)

60,273
 206
Stock based compensation expense
32,514



 137
Purchase of treasury stock



(607,566) (114)
Net earnings

585,730


 36,713
Other comprehensive (losses) earnings


137,620

 3,831
Cash dividends paid ($5.06 per share)
629
(294,097)

 (11,005)
Balance at December 31, 2017$54,830
$1,040,493
$7,405,192
$(134,674)$(6,675,709) $137,601
 Common StockAdditional Contributed CapitalRetained EarningsAccumulated Other Comprehensive Earnings (Losses)Treasury Stock
Noncontrolling
Interest
Total
Balance at January 1, 2017$55
$1,030
$7,113
$(273)$(6,128)$108
$1,905
Stock based compensation
10


60

70
Purchases of treasury stock



(608)
(608)
Net earnings

586


37
623
Other comprehensive earnings (losses)


138

4
142
Capital contribution






Cash dividends paid ($5.06 per share)
1
(294)

(11)(304)
Balance at December 31, 2017$55
$1,041
$7,405
$(135)$(6,676)$138
$1,828
Stock based compensation
92


122

214
Purchases of treasury stock



(412)
(412)
Net earnings

782


41
823
Other comprehensive earnings (losses)


(51)
3
(48)
Capital contribution




4
4
Reclassification due to the adoption of ASU 2018-02

(15)15



Cash dividends paid ($5.36 per share)
1
(303)

(14)(316)
Balance at December 31, 2018$55
$1,134
$7,869
$(171)$(6,966)$172
$2,093
Stock based compensation
46


33

79
Purchases of treasury stock



(700)
(700)
Net earnings

849


46
895
Other comprehensive earnings (losses)


17

3
20
Capital contribution
2




2
Cash dividends paid ($5.68 per share)

(313)

(16)(329)
Balance at December 31, 2019$55
$1,182
$8,405
$(154)$(7,633)$205
$2,060


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






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) supplies and other related products and services. W.W. Grainger, Inc.'sservices with operations are primarily in the United States (U.S.)North America, Japan and Canada, with a presence in Europe, Asia and Latin America.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 single channel onlineendless 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 accounting principlesU.S. generally accepted in the United States of Americaaccounting principles requires management to make estimates and assumptions that affect theaffecting reported amounts of assetsin the consolidated financial statements and liabilities, revenues and expenses, and the disclosure of contingent liabilities.accompanying notes. Actual results couldmay 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. Net exchangeTranslation gains or losses resulting from the translation of financial statements of foreign operations and related long-term debt are recorded as a separate component of other comprehensive earnings. See Note 13 to the Consolidated Financial Statements. Foreign currency transaction gains and losses are included in the Consolidated Statement of Earnings.earnings (losses).

RECLASSIFICATIONS
Certain amounts in the 2016 and 2015 financial statements, as previously reported, have been reclassified to conform to the 2017 presentation. In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Stock Based Compensation: Improvements to Employee Share-Based Payment Accounting, which became effective January 1, 2017. As a result, the Company reclassified $21 million in 2016 and $46 million in 2015 of employee taxes paid from cash flows from operating activities to cash flows from financing activities in the Consolidated Statements of Cash Flows. These changes did not have a material impact on the Consolidated Financial Statements.


REVENUE RECOGNITION
Revenues recognized include product sales, billings for freight and handling charges and fees earned for services provided. The Company recognizes 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 billings for freightservices, which are distinct and handling charges primarily on the date products are shipped to, or picked up by, the customer. In cases where the product is shipped directly to the customer, the Company recognizes revenue at the time of shipment primarily on a gross basis. The Company's standard shipping terms are FOB shipping point. On occasion, the Company will negotiate FOB destination terms. These sales are recognized upon delivery to the customer. eCommerce revenues, which accounted for 51% of total 2017 revenues,as separate performance obligations, and are recognized onsatisfied when the same terms as revenues through other channels. Service revenues, whichservices are rendered. Total service revenue is not material and accounted for approximately 1% of total 2017 revenues, are recognized after services are completed, including related service costs. TaxesCompany 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 are presented on a net basisauthorities. Variable considerations include rights to return product and are not included in revenue.

Grainger offers sales incentives, to customerswhich primarily consistingconsist of volume rebates. Volume rebatesThese variable considerations are generally based on annual targets and accruals are establishedestimated throughout the year based on various factors, including contract terms, Grainger’s historical payout experience and estimations of customer participation and performance levels. Sales incentivesTotal accrued sales returns were approximately $25 million and $29 million as of December 31, 2019 and 2018, respectively, and are primarily accounted forreported as a reduction of revenue. Contract terms for most of Grainger’s incentive arrangements do not exceed a year.Accounts receivable, net. Total accrued sales incentives were $45approximately $57 million and $36$62 million as of December 31, 20172019 and 2016,2018, respectively, and are reflected inreported as part of Accrued expenses inexpenses.

The Company records a contract asset when it has a right to payment from a customer that is conditioned on events other than the Consolidated Balance Sheet.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 MERCHANDISEGOODS SOLD (COGS)
CostCOGS includes the purchase cost of merchandisegoods sold, includes product and product-related costs,net of vendor consideration, freightconsiderations, in-bound shipping and handling costs and service costs. The Company defines handling costsreceives vendor considerations, such as those costs incurred to fulfill a shipped sales order.

VENDOR CONSIDERATION
The Company receives rebates and allowances from its vendors to promote their products. The Company utilizes numerous advertising programs to promote its vendors' products, including catalogs and other printed media, Internet, radio and other marketing programs. Most of these programs relate to multiple vendors, which makes supporting the specific, identifiable and incremental criteria difficult, and would require numerous assumptions and judgments. Based on the inexact nature of trying to track reimbursements to the advertising expenditure for each vendor, the Company treats most vendor advertising allowancesare generally recorded as a reduction to product purchase price and is reflected in Cost of merchandise sold rather than a reduction of operating (advertising) expenses.

Vendor funds that are determined to be reimbursement of specific, incremental and identifiable costs incurred to promote vendors' products are recorded as an offset to the related expenses in Warehouse, marketing and administrative expenses.

COGS. Rebates earned from vendors that are based on product purchases are capitalized into inventory as part of product purchase price. Theseand rebates are credited to Cost of merchandise sold based on sales. Vendor rebates that are earned based on products sold are credited directly to Cost of merchandise sold.COGS.



ADVERTISING
Advertising costs, which includes online marketing, are generally expensed in the year the related advertisement is first presented. Advertising expense was $187 million, $180 million and $180 million for 2017, 2016 and 2015, respectively. Most vendor-provided allowances are classified as a reduction to product purchase price and are reflected in Cost of merchandise sold. For additional information see VENDOR CONSIDERATION above.

presented or when incurred. Catalog expense is amortized equally over the life of the catalog, generally one year, beginning in the month of its distribution. Advertising costs for catalogs that have not been distributed by year-end are capitalized as Prepaid expenses. Amountsdistribution and is included in Prepaid expenses at December 31,advertising expense. Total advertising expense was $316 million, $241 million and $187 million for 2019, 2018 and 2017, and 2016, were $10 millionand $12 million, respectively.


WAREHOUSING, MARKETINGSELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A)
Included in this category areCompany SG&A is primarily comprised of compensation and benefit costs, indirect purchasing, supply chain and branch operations, information services and marketingtechnology, 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 related to these paymentson a straight line basis over the vesting period. See Note 11 to the Consolidated Financial Statements.periods, net of estimated forfeitures.


INCOME TAXES
IncomeThe Company recognizes the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized duringfor the year in which transactions enter into the determinationexpected future tax consequences of financial statement income, with deferred taxes being provided for temporary differences between the financial reporting and tax reporting. The Company recognizesbasis 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 financial statements a provision foryears in which those tax uncertainties, resulting from application of complex tax regulations in multiple tax jurisdictions. Theassets 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. On December 22, 2017, matters.

The Tax CutsCompany 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 Jobs Act of 2017 was enacted. See Note 14penalties to its tax uncertainties in the Consolidated Financial Statements.provision for income taxes.


OTHER COMPREHENSIVE EARNINGS (LOSSES)
The Company's Other comprehensive earnings (losses) include foreign currency translation adjustments changes in fair value of derivatives designated as hedges and unrecognized gains (losses) on postretirement and other employment-related benefit plans. Accumulated other comprehensive earnings (losses) (AOCE) are presented separately as part of shareholders' equity. See Note 13 to the Consolidated Financial Statements.


CASH AND CASH EQUIVALENTS
The Company considers investments in highly liquid debt instruments, purchased with an original maturity of 90 days or less, to be cash equivalents.




CONCENTRATION OF CREDIT RISK
The Company places temporary cash investments with institutions of high credit quality and, by policy, limits the amount of credit exposure to any one institution.

The Also, the Company has a broad customer base representing many diverse industries doing business in all regions of the United States, Canada, Europe, Asiaacross North America, Japan and Latin America.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 reservesallowances for customer accounts that are potentially uncollectible. The method used to estimate the allowances isuncollectible and these are determined based on several factors, including the age of the receivables, and the historical ratio of actual write-offs to the age of the receivables. These analyses also take into considerationcollection trends, and economic conditions that may have an impact on a specific industry, group of customers or a specific customer. See Note 4 to the Consolidated Financial Statements.


INVENTORIES
InventoriesCompany inventories primarily consist of merchandise purchased for resale, and they are valued at the lower of cost or net realizable value. Cost is determined primarily byThe Company uses the last-in, first-out (LIFO) method which accountsto account for approximately 64%70% of total inventory. Grainger uses LIFO method to better match inventory cost and revenue. For the remaining inventory, cost is determined by the first-in, first-out (FIFO) method.

Graingermethod for the remaining inventory. The Company regularly reviews inventory to evaluate continued demand and identify any obsolete or excess quantities. Grainger records provisions for the difference between excess and obsolete inventory costinventories and its estimatednet realizable value. See Note 5Estimated realizable value consider various variables, including product demand, aging and shelf life, market conditions, and liquidation or disposition history and values.



If FIFO had been used for all of the Consolidated Financial Statements.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
Property,Company property, buildings and equipment are valued at cost. For financial statement purposes, depreciation and amortization are recorded in amounts sufficient to relate the cost of depreciable assets to operations over theirDepreciation is estimated service lives, principally onusing the declining-balance, sum-of-the-years-digits and sum-of-the-years-digitsstraight-line depreciation methods. The Company's international businesses record depreciation expense primarily on a straight-line basis. The principal estimatedmethods over the assets' useful lives for determining depreciation are as follows:
Buildings, structures and improvements10 to 30 years
Furniture, fixtures, machinery and equipment3 to 10 years



Depreciation expense was $170$150 million, $166$162 million and $162$170 million for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively.

Improvements to leased property are amortized over the initial terms of the respective leases or the estimated service lives of the improvements, whichever is shorter.


The Company capitalized interest costs of $2$9 million, $2$10 million and $4$2 million for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, 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-


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 thetheir carrying value of the asset.value. Impairment is measured as the amount by which the asset'sasset group's carrying amount exceeds the fair value.

GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the carrying value of a reporting unit exceeds its fair value. See Note 3 to the Consolidated Financial Statements.



The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives (approximately 7 to 22 years) unless the estimated useful life is determined to be indefinite. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the asset. The Company also maintains intangible assets with indefinite lives that are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. An impairment loss is recognized whenever the estimated fair value of the asset is less than its carrying value. See Note 3 to the Consolidated Financial Statements.

The Company capitalizes certain costs related to the purchase and development of internal-use software. Amortization of capitalized software is on a straight-line basis over three or five years.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term nature of these financial instruments. See Note 8 to the Consolidated Financial Statements for fair value of long-term debt.

WARRANTY RESERVES
The Company generally warrants the products it sells against defects for one year. For a significant portion of warranty claims, the manufacturer of the product is responsible for expenses. For warranty expenses not covered by the manufacturer, the Company provides a reserve for future costs based primarily on historical experience. Warranty reserves were $2 million and $3 million at December 31, 2017 and 2016, respectively.


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 January 2016,July 2019, the FASB issued ASU 2016-01, 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 Instruments: RecognitionStatements 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 AssetsInstruments as modified by subsequently issued ASUs 2018-19, 2019-04, 2019-05 and Financial Liabilities.2019-11. This change toASU requires estimating all expected credit losses for certain types of financial instruments, including trade receivables, held at the financial instrument model primarily affectsreporting date based on historical experience, current conditions and reasonable and supportable forecasts. Per the accounting for equity investments, financial liabilities underpermitted effective dates, the fair value options andCompany will adopt this ASU effective January 1, 2020. The Company does not expect the presentation and disclosure requirements for financial instruments. The effective dateadoption of this ASU is for fiscal years and interim periods beginning after December 15, 2017. This ASU is not expected to have a material impact on the Company's Consolidated Financial Statements.

In February 2016,December 2019, the FASB issued ASU 2016-02, Leases. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU improves transparencyclarifies and comparability related tosimplifies accounting for income taxes by eliminating certain exceptions for intraperiod tax allocation principles, the accountingmethodology for calculating income tax rates in an interim period, and reportingrecognition of leasing arrangements. The guidancedeferred taxes for outside basis differences in an investment, among other updates. Per the permitted effective dates, the Company will require balance sheet recognition for assets and liabilities associated with rights and obligations created by leases with terms greater than twelve months. The effective date ofadopt this ASU is for fiscal years and interim periods beginning after December 15, 2018 and early adoption is permitted.effective January 1, 2021. The Company is evaluating the impact of this ASU.



In August 2016, the FASB issued ASU 2016-15, Statement
NOTE 2 - REVENUE

Company revenue is primarily comprised of Cash Flows - ClassificationMRO product sales and related activities, such as freight and services.

Grainger serves a large number of Certain Cash Receiptscustomers in diverse industries, which are subject to different economic and Cash Payments. This ASU addresses eightmarket specific cash flow issues with the objective of reducing the existing diversity in practice.factors. The effective date of this ASU is for fiscal years and interim periods beginning after December 15, 2017. This ASU is not expected to have a material impact on the Company's Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The effective date of this ASU is for fiscal years and interim periods beginning after December 15, 2017. This ASU should be applied prospectively on or after the effective date. No disclosures are required at transition. This ASU is not expected to have a material impact on the Company's Consolidated Financial Statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating the Step 2 procedure from the goodwill impairment test. Under ASU 2017-04, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an


impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments of this ASU are effective for annual or any interim goodwill impairment tests beginning after December 15, 2019, and early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The Company early adopted this ASU during the third quarter of 2017 and there was no impact to the financial statements.

In March 2017, the FASB issued ASU 2017-07, Compensation Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. The amendments in this ASU are effective for public entities for fiscal years and interim periods beginning after December 15, 2017. The amendments in this ASU should be applied retrospectively for the presentation of the net periodic postretirement cost components in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. The Company is evaluating the impact of this ASU.

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this ASU are effective for public entities for fiscal years and interim periods beginning after December 15, 2017. The ASU should be applied prospectively on and after the effective date. This ASU is not expected to have a material impact on the Company's Consolidated Financial Statements.

REVENUE RECOGNITION STANDARDS

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) as modifiedrevenue by subsequently issued ASUs 2015-14, 2016-08, 2016-10, 2016-12 and 2016-20 (collectively “new revenue standard”). The core principle of the ASU, among other changes, is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company has elected the modified retrospective method and will adopt the new revenue guidance effective January 1, 2018, with an immaterial impact to the opening retained earnings.

The analysis of contracts with customers under the new revenue recognition standard was consistent with the Company’s current revenue recognition model, whereby revenue is recognized primarily on the date products are shipped to, or picked up by, the customer.

Adoption of the new standard will primarily result in reclassification of certain service related costs from Warehousing, marketing and administrative expenses to Cost of merchandise sold. The ASU also requires expanded qualitative and quantitative disclosures aboutindustry most reasonably depicts how the nature, amount, timing and uncertainty of Company revenue and cash flows arising from contracts with customers, significant judgmentsare affected by economic and accounting policy.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
 U.S. Canada Total Company (2)
Government18% 6% 14%
Heavy Manufacturing19% 20% 17%
Light Manufacturing12% 6% 10%
Transportation6% 8% 5%
Healthcare7% % 6%
Commercial10% 9% 8%
Retail/Wholesale9% 4% 7%
Contractors10% 10% 8%
Natural Resources3% 33% 4%
Other (1)6% 4% 21%
Total net sales100% 100% 100%
Percent of Total Company Revenue72% 5% 100%
 
(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
 U.S. Canada Total Company (2)
Government18% 6% 14%
Heavy Manufacturing19% 20% 18%
Light Manufacturing13% 6% 11%
Transportation6% 7% 5%
Healthcare7% % 5%
Commercial9% 10% 8%
Retail/Wholesale8% 4% 7%
Contractors10% 11% 8%
Natural Resources3% 32% 4%
Other (1)7% 4% 20%
Total net sales100% 100% 100%
Percent of Total Company Revenue72% 6% 100%
 
(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.




Adoption
NOTE 3 - PROPERTY, BUILDINGS AND EQUIPMENT

Property, buildings and equipment consisted of the new standard will not have an ongoing material impact on the Company's Consolidated Financial Statements.following (in millions of dollars):

 As of
 December 31, 2019   December 31, 2018  
Land$332
  $318
 
Building, structures and improvements1,329   1,338  
Furniture, fixtures, machinery and equipment1,832   1,785  
Property, buildings and equipment$3,493
  $3,441
 
Less: Accumulated depreciation and amortization2,093   2,089  
Property, buildings and equipment, net$1,400
  $1,352
 





NOTE 2 - BUSINESS ACQUISITIONS

On September 1, 2015, the Company acquired all of the issued share capital of Cromwell Group (Holdings) Limited (Cromwell). With sales of £285 million ($437 million) for fiscal year ending August 31, 2015, prior to the acquisition, Cromwell was the largest independent MRO distributor in the United Kingdom. This acquisition brought together Cromwell's product strength and customer relationships with Grainger's expertise in supply chain and eCommerce to accelerate growth in the core and online Cromwell business. The Company paid £310 million ($464 million), subject to customary adjustments, for the Cromwell acquisition. The acquisition was partially funded with newly issued debt in the United Kingdom. The goodwill recorded in the acquisition totaled approximately $123 million. The goodwill is not deductible for tax purposes. The intangibles recorded in the acquisition consisted primarily of trade name (approximately $84 million) and customer relationships (approximately $132 million). The trade name is deemed to have an indefinite life and the customer relationship are amortized over 15 years. The purchase price allocation was finalized in 2016 and the impact to the consolidated financial statements was not material. Disclosure of pro forma results was not required.


NOTE 34 - GOODWILL AND OTHER INTANGIBLE ASSETS
Grainger had approximately $1.1 billion of goodwill and intangible assets as of December 31, 2017 and 2016, or 19% and 20% of total assets, respectively. Grainger tests reporting units’ goodwill and intangible assets for impairment annually during the fourth quarter and more frequently if impairment indicators exist. Grainger periodically 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 assets 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.

The fair value of reporting units is calculated primarily using the discounted cash flow (DCF) method and utilizing value indicators from a market approach to evaluate the reasonableness of the resulting fair values. The DCF method incorporates various assumptions including the amount and timing of future expected cash flows, including revenues, gross margins, operating expenses, capital expenditures and working capital based on operational budgets, long-range strategic plans and other estimates. The terminal value growth rate is used to calculate the value of cash flows beyond the last projected period and reflects management’s best estimates for perpetual growth for the reporting units. Estimates of market-participant risk-adjusted weighted average cost of capital are used as a basis for determining the discount rates to apply to the reporting units’ future expected cash flows and terminal value.

Grainger’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.

During the quarter ended September 30, 2017, the Company performed qualitative assessments of its reporting units’ goodwill and intangible assets. Quantitative tests on two of its reporting units were performed due to lower than expected operating performance and lowered short-term forecasts. Based on the results of the quantitative tests performed, the Company concluded that there was no impairment of goodwill or indefinite-lived intangible assets for the two reporting units as of September 30, 2017. The fair values of the reporting units exceeded their carrying values by approximately 31 percent for the Canada reporting unit and 15 percent for the Cromwell reporting unit included in other businesses.

Grainger completed its annual goodwill impairment testing in the fourth quarter. The testing included qualitative assessment of each reporting units’ goodwill and intangible assets. The Company concluded that for each of its reporting units, including the two reporting units for which quantitative tests were performed during the third quarter, it was not more likely than not that the fair value of the reporting unit or indefinite-lived intangible assets is less than their carrying value.

The risk of potential failure of future impairment tests is highly dependent upon a number of assumptions. Changes in assumptions regarding discount rate and future performance, as well as the ability to execute on growth initiatives and productivity improvements, may have a significant impact on future cash flows. Likewise, unfavorable economic environment and changes in market conditions or other factors may result in future impairments of the goodwill and intangible assets.


The balances and changes in the carrying amount of Goodwill by segment are as follows (in thousandsmillions of dollars):
  United States Canada Other businesses Total
Balance at January 1, 2018
$192

$130

$222

$544
Impairment 
 
 (105) (105)
Translation 
 (10) (5) (15)
Balance at December 31, 2018 192
 120
 112
 424
Translation 
 6
 (1) 5
Balance at December 31, 2019 $192
 $126
 $111
 $429
  United States Canada Other businesses Total
Balance at January 1, 2016
$202,020

$118,529

$261,787

$582,336
Purchase Price Adjustments 
 
 8,362
 8,362
Impairment 
 
 (47,244) (47,244)
Translation 
 3,611
 (19,915) (16,304)
Balance at December 31, 2016 202,020
 122,140
 202,990
 527,150
Divestiture (3,316) 
 
 (3,316)
Impairment (7,169) 
 
 (7,169)
Translation 
 8,282
 18,956
 27,238
Balance at December 31, 2017 $191,535
 $130,422
 $221,946
 $543,903
  United States Canada Other businesses Total
Cumulative goodwill impairment charges, December 31, 2019 (1) $
 $32
 $152
 $184
Cumulative goodwill impairment charges, January 1, 2017 $17,038
 $32,265
 $70,299
 $119,602
Impairment 7,169
 
 
 7,169
Cumulative goodwill impairment charges, December 31, 2017 $24,207
 $32,265
 $70,299
 $126,771

 
(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.



The balances and changes in Intangible assets - net are as follows (in thousandsmillions 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 relationships13.2 years $401
 $301
 $100
 $410
 $204
 $206
Trademarks, trade names and other14.1 years 36
 20
 16
 24
 15
 9
Non-amortized trade names and other 100
 38
 62
 133
 34
 99
Capitalized software4.2 years 626
 500
 126
 657
 511
 146
Total intangible assets8.2 years $1,163
 $859
 $304
 $1,224
 $764
 $460

   As of December 31,
   2017 2016
 Weighted average life Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount
Customer lists and relationships13.8 years $430,026
 $195,842
 $234,184
 $424,405
 $175,112
 $249,293
Trademarks, trade names and other13.5 years 25,886
 16,054
 9,832
 25,353
 14,262
 11,091
Non-amortized trade names and other  137,491
 
 137,491
 128,282
 
 128,282
Capitalized software4.1 years 632,431
 444,823
 187,608
 571,978
 374,518
 197,460
Total intangible assets8.2 years $1,225,834
 $656,719
 $569,115
 $1,150,018
 $563,892
 $586,126

Amortization expense recognized onof intangible assets presented within SG&A, excluding impairment charges was $89$78 million, $8292 million, and $6589 million for the years ended December 31, 20172019, 20162018 and 20152017, respectively, and is included in Warehousing, marketing and administrative expenses on the Consolidated Statement of Earnings.








respectively. Estimated amortization expense for future periods is as follows (in thousandsmillions of dollars):
Year Expense
2020 $72 
2021 55 
2022 38 
2023 13 
2024 12 
Thereafter 52 
Total $242 

Year Expense
2018 $91,178 
2019 73,995 
2020 52,409 
2021 40,315 
2022 28,468 
Thereafter 145,259 

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

NOTE 4 - ALLOWANCE FOR DOUBTFUL ACCOUNTS

The following table showsof Cromwell’s operating performance at the activitytime combined with prolonged softness and uncertainty in the allowance for doubtful accounts (in thousands of dollars):U.K. market due to Brexit and other unfavorable economic conditions.
 For the Years Ended December 31,
 2017 2016
Balance at beginning of period$26,690
 $22,288
 Provision for uncollectible accounts16,376
 16,216
    Write-off of uncollectible accounts, net of recoveries(16,597) (11,248)
Foreign currency and other2,798
 (566)
Balance at end of period$29,267
 $26,690


NOTE 5 - INVENTORIESRESTRUCTURING


Inventories primarily consist of merchandise purchased for resale. Inventories would have been $382 million higher than reported at December 31, 2017 and December 31, 2016, if the FIFO method of inventory accounting had been used for all the Company inventories. Net earnings would have decreased by $1 million, $3 million and $1 millionRestructuring activity for the years ended December 31, 2017, 2016 and 2015, respectively, using the FIFO method of accounting. Inventory values using the FIFO method of accounting approximate replacement cost. The Company records provisions for the difference between excess and obsolete inventory cost and its estimated realizable value.

The following table shows the activity in the reserves for excess and obsolete inventory (in thousands of dollars):
 For the Years Ended December 31,
 2017 2016
Balance at beginning of period$(191,514) $(168,105)
Provision for excess and obsolete inventory(24,829) (58,485)
Disposal of unsaleable inventory29,442
 30,161
Other(6,547) 4,915
Balance at end of period$(193,448) $(191,514)

NOTE 6 - RESTRUCTURING RESERVES

The Company continues to evaluate performance and take restructuring actions such as the consolidation of the contact center network in the U.S. business, branch closures in the U.S. and Canada businesses and disposition of underperforming assets and businesses in the U.S., Canada and other businesses. The purpose of these initiatives is to reduce costs in the U.S. business and at the Company level (unallocated expense) and streamline and focus on profitability in the Canada and other businesses.









Restructuring costs, net of gains, for the yearstwelve months ended December 31, 2019 was not material. In the twelve months ended December 31, 2018 and 2017, 2016the Company recorded restructuring charges of approximately $47 million and 2015 are as follows (in thousands$116 million, respectively. These charges primarily consisted of dollars):
 For the Year Ended December 31, 2017 
 Cost of merchandise sold Warehousing, marketing and administrative expenses Total 
  Involuntary employee termination costs Other charges (gains)  
United States$1,379
 $32,134
 $(22,255) $11,258
 
Canada8,310
 15,001
 15,976
 39,287
 
Other businesses3,861
 11,724
 39,435
 55,020
 
Unallocated expense
 
 10,593
 10,593
 
Total$13,550
 $58,859
 $43,749
 $116,158
 
 For the Year Ended December 31, 2016 
 Cost of merchandise sold Warehousing, marketing and administrative expenses Total 
  Involuntary employee termination costs Other charges (gains)  
United States$3,100
 $21,151
 $(8,583) $15,668
 
Canada1,605
 12,536
 857
 14,998
 
Unallocated expense
 
 8,947
 8,947
 
Total$4,705
 $33,687
 $1,221
 $39,613
 
 For the Year Ended December 31, 2015 
 Cost of merchandise sold Warehousing, marketing and administrative expenses Total 
  Involuntary employee termination costs Other charges (gains)  
United States$1,194
 $21,524
 $12,754
 $35,472
 
Canada
 4,183
 
 4,183
 
Other businesses
 
 5,696
 5,696
 
Total$1,194
 $25,707
 $18,450
 $45,351
 

Other charges (gains) for all three years primarily includeinvoluntary employee termination costs across the business, asset impairments, and write-down losses in the U.S., Canada and at the Company level (unallocated expense) and other exit-related costs.costs and are included in SG&A. The charges in the U.S. and Canada businesses arewere partially offset by gains from the sales of branchesreal 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 those segments. Included in other charges (gains) is also approximately $18 million of accumulated foreign currency translations losses reclassified from Accumulated other comprehensive losses to earnings in other businesses primarily related to the wind-down of Colombia during 2017.


Restructuring reserves are primarily recorded as part of Accrued compensation and benefits and Accrued expenses.benefits. The following summarizes the restructuring reserve activity for the years ended December 31, 2017 and 2016 (in thousands of dollars):remaining reserves are expected to be paid through 2020.
 Current assets write-downs Fixed assets write-downs and disposals Involuntary employee termination costs Lease termination costs Other costs Total
Reserves as of January 1, 2016$
 $
 $29,516
 $5,070
 $
 $34,586
Restructuring costs, net of (gains)4,684
 (9,289) 33,687
 3,432
 7,099
 39,613
Cash (paid) received(2,933) 18,235
 (38,193) (5,377) (5,710) (33,978)
Non-cash, translation and others$(1,584) $(8,946) $(469) $
 $(878) $(11,877)
Reserves as of December 31, 2016$167
 $
 $24,541
 $3,125
 $511
 $28,344
Restructuring costs, net of (gains)13,892
 511
 58,859
 5,572
 37,324
 116,158
Cash (paid) received(898) 23,624
 (34,066) (3,770) (7,639) (22,749)
Non-cash, translation and others(60) (23,394) 955
 (34) (17,432) (39,965)
Reserves as of December 31, 2017$13,101
 $741
 $50,289
 $4,893
 $12,764
 $81,788

The cumulative amounts incurred to date and expected (excluding results of sales of real estate) in connection with the Company's restructuring actions for active programs are as follows (in thousands of dollars):
 Cumulative amount incurred to date Additional amount expected
United States$62,398
 $5,075
Canada58,468
 11,428
Other businesses60,716
 135
Unallocated expense19,540
 
Total$201,122
 $16,638






NOTE 76 - SHORT-TERM DEBT


Short-term debt consisted of the following (in thousandsmillions of dollars):
 As of December 31,
 2019 2018
Lines of Credit   
Outstanding at December 31$55
 $49
Maximum month-end balance during the year$56
 $138
Weighted average interest rate during the year2.32% 2.29%
Weighted average interest rate at December 312.44% 2.35%
    
Commercial Paper   
Outstanding at December 31$
 $
Maximum month-end balance during the year$
 $90
Weighted average interest rate during the year% 1.80%

 As of December 31,
 2017 2016
Lines of Credit   
Outstanding at December 31$55,603
 $16,392
Maximum month-end balance during the year$55,621
 $24,722
Weighted average interest rate during the year2.41% 4.04%
Weighted average interest rate at December 312.01% 5.13%
    
Commercial Paper   
Outstanding at December 31$
 $369,748
Maximum month-end balance during the year$454,696
 $629,712
Weighted average interest rate during the year0.83% 0.50%
Weighted average interest rate at December 31% 0.69%


Lines of Credit
In October 2017, the Company replaced itsThe Company's U.S. $900 million unsecured revolving line of credit withbusiness has a new five-year $750 million unsecured revolving line of credit, withmaturing in 2022. There were 0 borrowings outstanding under the option to extend the line to up to $1.1 billion. The terms of the new line of credit are customary for transactionsas of this typeDecember 31, 2019 and do not contain any financial performance covenants.2018. The primary purpose of this credit facility is to provide support to the Company's commercial paper program and for general corporate purposes. There were no borrowings outstanding under these lines of credit as of December 31, 2017 and 2016. The Company paid a commitment fee of 0.06% and 0.07% in 2017 and 2016, respectively.


Foreign subsidiaries utilize lines of credit for working capital purposes and other operating needs, primarily British Pound (£) and Euro (€) revolvingneeds. These foreign lines of credit facilities with £20in aggregate were $55 million and €12.5$49 million outstanding at December 31, 2017, respectively, and no outstanding balance at December 31, 2016. The British Pound revolving credit facility bears interest at London Interbank Offered Rate (LIBOR) plus a margin of 75 basis points (1.22% at December 31, 2017) and a commitment fee of 0.26% as of December 31, 2017. The Euro revolving credit facility bears interest at Euro Interbank Offered Rate (EURIBOR) plus a margin of 35 basis points (0.35% at December 31, 2017)2019 and a commitment fee of 0.12% as of December 31, 2017.2018, respectively.

Uncommitted Lines of Credit
The Company had $71 million and $88 million of uncommitted lines of credit at December 31, 2017 and 2016, respectively.


Commercial Paper
The Company issuedissues commercial paper from time to time for general working capital needs. A portion of the proceeds from the May 2017 bond issuance (see Note 8 to the Consolidated Financial Statements) was used to pay outstanding commercial paper. At December 31, 2017,2019, there was none0ne outstanding.


Letters of Credit
The Company's U.S. business had $33 millionshort-term debt instruments include affirmative and $30 millionnegative 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 letters of credit at December 31, 2017 and 2016, respectively, primarily related to the Company's insurance program. Letters of credit were also issued to facilitate purchases of products. These issued amounts were $1 million and $5 million at December 31, 2017 and 2016, respectively. Letters of credit issued by the Company's international businesses were immaterial.2019.






NOTE 87 - LONG-TERM DEBT


Long-term debt consisted of the following (in thousandsmillions of dollars):
 As of December 31,
 2019 2018
 Carrying Value Fair Value (1) Carrying Value Fair Value (1)
4.60% senior notes due 2045$1,000
 $1,194
 $1,000
 $1,026
3.75% senior notes due 2046400
 416
 400
 357
4.20% senior notes due 2047400
 449
 400
 383
British pound term loan170
 170
 174
 174
Euro term loan123
 123
 126
 126
Canadian dollar revolving credit facility46
 46
 44
 44
Other42
 42
 49
 49
Subtotal2,181
 2,440
 2,193
 2,159
Less current maturities(246) (246) (81) (81)
Debt issuance costs and discounts, net of amortization(21) (21) (22) (22)
Long-term debt (less current maturities)$1,914
 $2,173
 $2,090
 $2,056

 As of December 31,
 2017 2016
4.60% senior notes due 2045$1,000,000
 $1,000,000
3.75% senior notes due 2046400,000
 400,000
4.20% senior notes due 2047400,000
 
British pound term loan194,574
 187,506
Euro term loan131,956
 120,900
Canadian dollar revolving credit facility99,388
 100,521
Capital lease obligations and other84,274
 71,109
 2,310,192
 1,880,036
Less current maturities(38,709) (19,966)
Debt issuance costs and discounts(23,447) (19,124)
 $2,248,036
 $1,840,946
(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 May 2017, the Companyyears 2015-2017, Grainger issued $400 million$1.8 billion in long-term debt (Senior Notes) to partially fund the repurchase of unsecured 4.20%Senior Notes (4.20% Notes) that mature on May 15, 2047.$2.8 billion in shares of the total $3 billion previously announced. The 4.20% Notes require no principal payments until the maturity date and interest is payable semi-annually on May 15 and November 15, beginning on November 15, 2017. Prior to November 15, 2046, theremaining 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 4.20%Senior Notes in whole at any time or in part from time to time at a “make-whole” redemption price. Thisprice 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 4.20%Senior Notes plus 2020-25 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 4.20%Senior Notes at 101% of their principal amount plus accrued and unpaid interest, if any, at the date of purchase. On or after November 15, 2046,Within one year of the maturity date, the Company may redeem the 4.20%Senior Notes in whole at any time or in part from time to time at 100% of their principal amount, together with accrued and unpaid interest, if any, to the redemption date.

Costs and discounts of approximately $5.8$24 million associated with the issuance of the 4.20%Senior Notes, representing underwriting fees and other expenses, have been recorded as a contra-liability within Long-term debt and isare being amortized to interest expense over the term of the 4.20%Senior Notes. The fair value of the 4.20% Notes was approximately $411 million as of December 31, 2017.

In May 2016, the Company issued $400 million of unsecured 3.75% Senior Notes (3.75% Notes) that mature on May 15, 2046. The 3.75% Notes require no principal payments until the maturity date and interest is payable semi-annually on May 15 and November 15, beginning on November 15, 2016. Prior to November 15, 2045, the Company may redeem the 3.75% Notes in whole at any time or in part from time to time at a “make-whole” redemption price. This redemption price is calculated by reference to the then-current yield on a U.S. treasury security with a maturity comparable to the remaining term of the 3.75% Notes plus 20 basis points, together with accrued and unpaid interest, if any, to the redemption date. Additionally, if the Company experiences specific kinds of changes in control, it will be required to make an offer to purchase the 3.75% Notes at 101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase. On or after November 15, 2045, the Company may redeem the 3.75% Notes in whole at any time or in part from time to time at 100% of their principal amount, together with accrued and unpaid interest, if any, to the redemption date. Costs and discounts of approximately $7 million associated with the issuance of the 3.75% Notes, representing underwriting fees and other expenses, have been recorded as a contra-liability within Long-term debt and is being amortized to interest expense over the term of the 3.75% Notes. The fair value of the 3.75% Notes was approximately $384 million and $371 million as of December 31, 2017 and 2016, respectively.

In June 2015, the Company issued $1 billion of unsecured 4.60% Senior Notes (4.60% Notes) that mature on June 15, 2045. The 4.60% Notes require no principal payments until the maturity date and interest is payable semi-annually on June 15 and December 15, beginning on December 31, 2015. Prior to December 15, 2044, the Company may redeem the 4.60% Notes in whole at any time or in part from time to time at a “make-whole” redemption price. This redemption price is calculated by reference to the then-current yield on a U.S. treasury security with a maturity comparable to the remaining term of the 4.60% Notes plus 25 basis points, together with accrued and unpaid interest, if any, to the


redemption date. Additionally, if the Company experiences specific kinds of changes in control, it will be required to make an offer to purchase the 4.60% Notes at 101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase. On or after December 15, 2044, the Company may redeem the 4.60% Notes in whole at any time or in part from time to time at 100% of their principal amount, together with accrued and unpaid interest, if any, to the redemption date. Costs and discounts of approximately $11 million associated with the issuance of the 4.60% Notes, representing underwriting fees and other expenses, have been recorded as a contra-liability within Long-term debt and is beingamortized to interest expense over the term of the 4.60% Notes. The fair value of the 4.60% Notes was approximately $1.1 billion as of December 31, 2017 and 2016.

The estimated fair values of the Company’s Senior Notes were 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.


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 76 to the Consolidated Financial Statements). Proceeds of the term loan were used to partially fund the acquisition of Cromwell and to pay certain costs related to the acquisition. Under the agreement, the principal amount of the term loan will be repaid semiannually in installments of £4 million beginning February 2016 through February 2020 with the remaining outstanding amount due August 2020.2020 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, 2017,2019 , the Company had elected a one-month LIBOR interest period. The weighted average interest rate was 1.04%1.47% and 1.17%1.34% for the years ended December 31, 20172019 and 2016,2018, respectively. The carrying value of the British Pound term loan approximates fair value due to the variable interest rate.



Euro Term Loan
OnIn August 31, 2016, the Company entered into an agreement for a five-year term loan of €110 million and a revolving credit facility of up to €20 million (see Note 76 to the Consolidated Financial Statements). The proceeds from the term loan were used to pay in full €102.5 million of a term loan that matured in August 2016. 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, 2017,2019 and 2018 was 0.45%. The carrying value of the Euro term loan approximates fair value due to the variable interest rate.


Canadian Dollar Revolving Credit Facility
In September 2014, the Company entered into an unsecured revolving credit facility with a maximum availability of C$175 million. Pursuant to the credit agreement, there is a commitment fee of 0.07% as of December 31, 2017, and the facility matures on September 24, 2019. The amounts outstanding were C$125 million and C$135 million as of December 31, 2017 and 2016, respectively. The loan bears interest at the Canadian Dollar Offered Rate (CDOR) plus a margin of 7080 basis points, as defined within the loan agreement. The weighted average interest rate during the year on this outstanding amount was 1.78%2.82%. No principal payments are required on the credit facility until the maturity date. Accordingly,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, 2017. The carrying value of the Canadian Dollar revolving credit facility approximates fair value due to the variable interest rate.2019.


The scheduled aggregate principal payments related to capital lease obligations and long-term debt, excluding debt issuance costs, are due as follows (in thousandsmillions of dollars):
Year Payment Amount
2020 $246
2021 129
2022 
2023 
2024 6
Thereafter 1,800
Total $2,181

Year Payment Amount
2018 $38,709
2019 144,156
2020 190,774
2021 136,543
2022 10
Thereafter 1,800,000
Total $2,310,192




The Company's long-term debt instruments include affirmative and negative covenants that are usual and customary for companies with similar credit ratings.ratings and do not contain any financial performance covenants.The Company was in compliance with all debt covenants as of December 31, 20172019.


NOTE 98 - EMPLOYEE BENEFITS


The Company provides various retirement benefits to eligible employees, including contributions to defined contribution plans, pension benefits associated with defined benefit plans, postretirement medical benefits and other benefits. Eligibility requirements and benefit levels vary depending on employee location. Various foreign benefit plans cover employees in accordance with local legal requirements.


Defined Contribution Plans
A majority of the Company's U.S. employees are covered by a noncontributory profit-sharing plan. Effective January 1, 2016, theThe plan was amended to better alignaligns Company contributions to Company performance and now includes two components, a variable annual contribution based on athe 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 $84 millionfor 2019, 2018 and $121 million for 2017, 2016 and 2015, respectively.


The Company sponsors additional defined contribution plans available to certain U.S. and foreign employees for which contributions are paidmade by the Company and participating employees. The expense associated with these defined contribution plans totaled $19 million, $13 million, and $18 million $12 millionfor 2019, 2018 and $11 million for 2017, 2016 and 2015, respectively.

Defined Benefit Plans and Other Retirement Plans
The Company sponsors defined benefit plans available to certain foreign employees. The cost of these programs is not significant to the Company. In certain countries, pension contributions are made to government-sponsored social security pension plans in accordance with local legal requirements. For these plans, the Company has no continuing obligations other than the payment of contributions.


Postretirement 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.


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 will movemoved all post-65 Medicare eligible retirees to healthcare exchanges and provideprovided them a subsidy to purchase insurance. The amount of the subsidy will beis based on years of service. As of August 31, 2017, as a result of the plan change, the plan obligation was remeasured.remeasured as of August 31, 2017. The remeasurement resulted in a decrease in the postretirement benefit obligation of $75.7$76 million and a corresponding unrecognized gain recorded in Other comprehensive earnings net of tax of $29.2$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 charged to operating expenses, which 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 thousandsmillions of dollars):
 For the Years Ended December 31,
 2019
2018
2017
SG&A     
Service cost$4
 $6
 $7
Other income (expense)
    
Interest cost7
 7
 8
Expected return on assets(12) (13) (12)
Amortization of prior service credit(10) (10) (7)
Amortization of unrecognized gains(4) (3) (2)
Net periodic (benefits) costs$(15) $(13) $(6)

 For the Years Ended December 31,
 2017
2016
2015
Service cost$7,423
 $8,238
 $10,128
Interest cost8,103
 9,855
 9,649
Expected return on assets(11,826) (10,113) (10,375)
Amortization of prior service credit(7,570) (6,688) (6,801)
Amortization of unrecognized (gains) losses(2,437) 129
 1,512
Net periodic (benefits) costs$(6,307) $1,421
 $4,113




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 thousandsmillions of dollars):
 2019
2018
Benefit obligation at beginning of year$190
 $208
Service cost4
 6
Interest cost7
 7
Plan participants' contributions3
 3
Actuarial (gains)5
 (26)
Benefits paid(9) (9)
Prescription drug rebates
 1
Benefit obligation at end of year$200
 $190
    
Plan assets available for benefits at beginning of year$176
 $189
Actual (losses) returns on plan assets28
 (8)
Plan participants' contributions3
 3
Prescription drug rebates
 1
Benefits paid(9) (9)
Plan assets available for benefits at end of year198
 176
Noncurrent postretirement benefit obligation$2
 $14

 2017
2016
Benefit obligation at beginning of year$265,028
 $239,348
Service cost7,423
 8,238
Interest cost8,103
 9,855
Plan participants' contributions3,346
 2,943
Actuarial (gains) losses(34,236) 13,218
Plan amendment(34,182) 
Benefits paid(8,631) (9,439)
Prescription drug rebates1,499
 865
Benefit obligation at end of year208,350
 265,028
 

 

Plan assets available for benefits at beginning of year163,545
 155,611
Actual returns on plan assets29,477
 13,557
Plan participants' contributions3,266
 2,774
Benefits paid(8,295) (9,262)
Prescription drug rebates1,499
 865
Plan assets available for benefits at end of year189,492
 163,545
Noncurrent postretirement benefit obligation$18,858
 $101,483



The amounts recognized in Accumulated other comprehensive earnings (AOCE)AOCE consisted of the following (in thousandsmillions of dollars):
 As of December 31,
 2019
2018
Prior service credit$61
 $71
Unrecognized gains44
 37
Deferred tax (liability)(26) (26)
Net accumulated gains$79
 $82

 As of December 31,
 2017
2016
Prior service credit$80,426
 $53,814
Unrecognized gains (losses)36,794
 (12,656)
Deferred tax (liability)(43,793) (15,861)
Net accumulated gains$73,427
 $25,297


The $49 million increase in unrecognized gain was primarily driven by the plan amendment and a change in census, claims costs and other actuarial assumptions offset by a decrease in the discount rate.

The components of AOCE related to unrecognized gains that will be amortized into net periodic postretirement benefit costs in 2018 are estimated as follows (in thousands of dollars):
 2018
Amortization of prior service credit$(9,696)
Amortization of unrecognized gains(2,787)
Estimated amount to be amortized from AOCE into net periodic postretirement benefit costs$(12,483)

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 13.211.1 years for 20172019.


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,For the Years Ended December 31,
2017
2016
20152019
2018
2017
Discount rate4.00% 4.20% 3.89%4.08% 3.44% 4.00%
Long-term rate of return on plan assets, net of tax7.13% 6.65% 6.65%7.13% 7.13% 7.13%
Initial healthcare cost trend rate - pre age 656.81% 7.00% 7.25%
Initial healthcare cost trend rate - post age 659.36% 7.00% 7.25%
Initial healthcare cost trend rate     
Pre age 656.31% 6.56% 6.81%
Post age 65NA
 NA
 9.36%
Catastrophic drug benefitNA
 12.50% NA
Ultimate healthcare cost trend rate4.50% 4.50% 4.50%4.50% 4.50% 4.50%
Year ultimate healthcare cost trend rate reached2026
 2026
 2026
2026
 2026
 2026
HRA credit inflation index for grandfathered retirees2.50% 2.50% NA


The following assumptions were used to determine benefit obligations at December 31:
 2019
2018
2017
Discount rate3.01% 4.08% 3.44%
Expected long-term rate of return on plan assets, net of tax4.00% 7.13% 7.13%
Initial healthcare cost trend rate     
Pre age 656.06% 6.31% 6.56%
Post age 65NA
 NA
 NA
Catastrophic drug benefitNA
 11.50% 12.50%
Ultimate healthcare cost trend rate4.50% 4.50% 4.50%
Year ultimate healthcare cost trend rate reached2026
 2026
 2026
HRA credit inflation index for grandfathered retirees2.50% 2.50% 2.50%

 2017
2016
2015
Discount rate3.44% 4.00% 4.20%
Expected long-term rate of return on plan assets, net of tax7.13% 7.13% 6.65%
Initial healthcare cost trend rate - pre age 656.56% 6.81% 7.00%
Initial healthcare cost trend rate - post age 65N/A
 9.36% 7.00%
Catastrophic drug benefit12.50% N/A
 N/A
Ultimate healthcare cost trend rate4.50% 4.50% 4.50%
Year ultimate healthcare cost trend rate reached2026
 2026
 2026
HRA credit inflation index for grandfathered retirees2.50% N/A
 N/A


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, 2017,2019, the Company decreased the discount rate from 4.00%4.08% to 3.44%3.01% to reflect the decrease in the market interest rates which offset the unrealized actuarial gain at December 31, 2017.  As of December 31, 2017, the Company changed the mortality improvement table used to project mortality rates into the future from Mortality Table RPH-2014 with Mortality Improvement Scale MP 2016 to Mortality Table RPH-2014 with Mortality Improvement Scale MP 2017, which was published by the Society of Actuaries and reflects the most recent updates to life expectancies. RPH-2014 Table is a headcount weighted table, which is also more appropriate for a postretirement healthcare benefit plan. 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, 2016, Grainger adopted a new healthcare trend rate to include a pre and post age 65 trend rates. Post age 65, prescription drug costs, primarily specialty drugs, are expected to increase the cost of healthcare more significantly than medical expenses. The alternative trend rates allow for a better estimate of expected costs for this plan. As of December 31, 2017,2019, the initial healthcare cost trend rate was 6.56%6.06% for pre age 65. The


healthcare costs trend rates decline each year until reaching the ultimate trend rate of 4.50%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. Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plans. A 1 percentage point change in assumed healthcare cost trend rates would have the following effects on 2017 results (in thousands of dollars):
 1 Percentage Point
 Increase  (Decrease)
Effect on total service and interest cost$1,269
 $(1,053)
Effect on postretirement benefit obligation5,516
 (5,095)


The Company has established a Group Benefit Trust (Trust) to fund the plan obligations and process benefit payments. AllIn 2019, the Company liquidated previously held index funds and has temporarily invested all assets of the Trust are invested in equity funds designed to track to either the Standard & Poor's 500 Index (S&P 500) or the Total International Composite Index.money market funds. The Total International Composite Index tracks non-U.S. stocks within developed and emerging market economies. This investment strategy reflects the long-term nature of the plan obligation and seeks to take advantage of the earnings potential of equity securitiesCompany is in the global marketsprocess of transitioning the Trust assets from money market funds into a liability driven investment solution composed of growth assets and intends to reach a balanced allocation between U.S. and non-U.S. equities.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 thousandsmillions of dollars):
 2019
2018
Registered investment companies:   
Vanguard Federal Money Market Fund$109
 $
Fidelity Government Money Market Fund95
 
    Fidelity Spartan U.S. Equity Index Fund
 80
    Vanguard 500 Index Fund
 93
    Vanguard Total International Stock
 26
Plan Assets204
 199
Less: trust liabilities(6) (23)
Plan assets available for benefits$198
 $176

 2017
2016
  Registered investment companies:   
    Fidelity Spartan U.S. Equity Index Fund$83,238
 $70,950
    Vanguard 500 Index Fund103,706
 87,587
    Vanguard Total International Stock30,684
 24,056
Plan Assets217,628
 182,593
Trust liabilities(28,136) (19,048)
Plan assets available for benefits$189,492
 $163,545


The Company usesConsistent with the long-term historical return onnew investment strategy, the plan assets and the historical performance of the S&P 500 and the Total International Composite Index to develop its expected return on plan assets. The after-tax expected long-term rates of return on plan assets of 7.13%4.00% at December 31, 20172019 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 lesslower 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 thousandsmillions of dollars):

Year Estimated Gross Benefit Payments
2020 $9
2021 10
2022 11
2023 12
2024 12
2025-2029 62
Total $116
Year Estimated Gross Benefit Payments
2018 $7,365
2019 8,956
2020 10,029
2021 11,025
2022 12,077
2023-2027 67,760






NOTE 109 - LEASES


The Company leases certain land,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 vehicles under noncancelablerequire lease payments for the lease term. The Company’s lease portfolio consists mainly of operating leases thatwhich expire at various dates through 2036. Many ofFinance leases and service contracts with lease arrangements are not material and the building leases obligatefollowing disclosures pertain to the CompanyCompany’s operating leases.

Information related to pay real estate taxes, insurance and certain maintenance costs and contain multiple renewal provisions, exercisable at the Company's option. Leases that contain predetermined fixed escalations of the minimum rentals are recognized in rental expense on a straight-line basis over the lease term. Cash or rent abatements received upon entering into certain operating leases are also recognized on a straight-line basis over the lease term.

At December 31, 2017, the approximate future minimum lease payments for operating leases wereis as follows (in thousandsmillions of dollars):
  As of December 31, 2019
ROU Assets  
Other assets $223
   
Operating lease liabilities  
Accrued expenses 58
Other non-current liabilities 171
Total operating lease liabilities $229

Year Future Minimum Lease Payments
2018 $63,625
2019 50,610
2020 31,984
2021 20,891
2022 13,555
Thereafter 15,879
Total minimum payments required 196,544
Less amounts representing sublease income (4,125)
  $192,419
  Twelve Months Ended December 31, 2019
Weighted average remaining lease term 5 years
Weighted average incremental borrowing rate 2.3%
Cash paid for operating leases $67
ROU assets obtained in exchange for operating lease obligations $88



The expected reduction of future minimum lease payments is the result of the decreasing branch network across the U.S. and Canada business.

Rent expense was $76 million $81 millionfor 2019, 2018 and $77 million for 2017, 2016 and 2015, respectively.. These amounts are net of sublease income of $3 million, $3 million and $2 million for each 2017, 20162019, 2018 and 2015.2017.


Maturities of operating lease liabilities as of December 31, 2019 (in millions of dollars) are as follows:
  Maturity of operating lease liabilities
2020 $63
2021 55
2022 45
2023 30
2024 16
Thereafter 30
Total lease payments 239
Less interest (10)
Present value of lease liabilities $229


Capital leases as of December 31, 2017 are2019 and 2018 were not considered material. Capital lease obligations are reported in long-termLong-term debt.


As of December 31, 2019, the Company's future lease obligations that have not yet commenced are immaterial.







NOTE 1110 - STOCK INCENTIVE PLANS


The Company maintains stock incentive plans under which the Company may grant a variety of incentive awards to employees and directors. Non-qualifiedexecutives, which include restricted stock units (RSUs), non-qualified stock options, performance shares restricted stock units and deferred stock units have been granted and are outstanding under these plans. In 2015, the Company approved the 2015 Incentive Plan, which replaced all prior active plans. units. As of December 31, 20172019, there were 2.72.3 million shares available for grant under the plans. When optionsawards are exercised or settled, shares of the Company’s treasury stock are issued.


Pretax stock-based compensation expense included in SG&A was $31$40 million, $35$47 million, and $4333 million in 2017, 20162019, 2018 and 20152017, respectively, and is included in Warehousing, marketing and administrative expenses.was primarily comprised of RSUs. Related income tax benefits recognized in earnings were $25$15 million, $11$26 million, and $13$26 million in 2019, 2018 and 2017, 2016respectively.

Restricted Stock Units
The Company awards RSUs to certain employees and 2015,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
 Shares
Weighted
Average Price Per Share
 Shares
Weighted
Average Price Per Share
 Shares
Weighted
Average Price Per Share
Beginning nonvested units343,814
$245.38
 352,919
$226.31
 373,403
$221.77
    Issued96,823
$299.25
 141,775
$284.98
 129,378
$222.53
    Canceled(36,224)$253.22
 (56,393)$245.08
 (47,488)$229.36
    Vested(78,289)$247.96
 (94,487)$233.75
 (102,374)$203.51
Ending nonvested units326,124
$259.88
 343,814
$245.38
 352,919
$226.31
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 option grantsoptions to certain employees as part of their incentive compensation. Option awardsand 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 vest over three years, although accelerated vesting is provided in certain circumstances. Awards generally expire 10 years from the grant date. Transactions involving stock options are summarized as follows:
 Shares Subject to Option Weighted Average Price Per Share Options Exercisable
Outstanding at January 1, 20152,582,804
 $149.01
 1,647,903
Granted294,522
 $232.20
 

Exercised(587,441) $105.08
 

Canceled or expired(63,599) $216.76
 

Outstanding at December 31, 20152,226,286
 $169.96
 1,411,460
Granted294,874
 $234.25
 

Exercised(317,110) $108.28
 

Canceled or expired(80,014) $210.01
 

Outstanding at December 31, 20162,124,036
 $186.59
 1,346,707
Granted306,206
 $230.97
 

Exercised(409,269) $115.35
 

Canceled or expired(87,260) $222.00
 

Outstanding at December 31, 20171,933,713
 $207.10
 1,375,844

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, 2017,2019 there was $8.9$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.

The following table summarizes information about stock options (in thousands of dollars):
  For the years ended December 31,
  2017 2016 2015
Fair value of options exercised $10,816
 $8,086
 $14,423
Total intrinsic value of options exercised 47,332
 35,800
 73,671
Fair value of options vested 23,503
 14,535
 16,047
Settlements of options exercised 47,181
 34,573
 61,863


Information about stock options outstanding and exercisable as of December 31, 2017, is as follows:
  Options Outstanding Options Exercisable
    Weighted Average    Weighted Average 
Range of
Exercise
Prices
 Number 
Remaining
Contractual
Life
 
Exercise
Price
 
Intrinsic
Value
(000s)
 Number 
Remaining
Contractual
Life
 
Exercise
Price
 
Intrinsic
Value
(000s)
$72.14 - $85.82 84,831
 0.87 years $80.11
 $13,246
 84,831
 0.87 years $80.11
 $13,246
$102.26 - $196.31 363,820
 2.96 years $133.79
 37,275
 362,677
 2.94 years $133.68
 37,199
$204.01 - $262.14 1,485,062
 6.96 years $232.31
 5,853
 928,336
 6.16 years $232.16
 3,797
  1,933,713
 5.94 years $207.10
 $56,374
 1,375,844
 4.98 years $196.83
 $54,242

The Company uses a binomial lattice option pricing model for the valuation of stock options. The weighted average fair value of options granted in 2017, 2016 and 2015 was $45.09, $44.94 and $46.67, respectively. The fair value of options granted in 2017, 2016 and 2015 used the following assumptions:
  For the years ended December 31,
  2017 2016 2015
Risk-free interest rate 2.0% 1.4% 1.5%
Expected life 6 years 6 years 6 years
Expected volatility 23.9% 24.5% 24.9%
Expected dividend yield 2.1% 2.0% 1.9%

The risk-free interest rate is selected based on yields from U.S. Treasury zero-coupon issues with a remaining term approximately equal to the expected term of the options being valued. The expected life selected for options granted during each year presented represents the period of time that the options are expected to be outstanding based on historical data of option holder exercise and termination behavior. Expected volatility is based upon implied and historical volatility of the Company's closing stock price over a period equal to the expected life of each option grant. Historical Company information is the primary basis for selection of expected dividend yield assumptions.

Performance Shares
The Company awards performance-based shares to certain executives. Receipt of Company stock is contingent upon the Company meeting sales growth and/or return on invested capital (ROIC) goals. Each participant is granted a target number of shares; however the number of shares actually awarded at the end of the performance period can fluctuate from the target award, based upon achievement of the sales or ROIC goals.

Performance share value is based upon closing market prices on the last trading day preceding the date of award and is charged to earnings on a ratable basis over the vesting period, primarily three, and up to seven years for certain awards, based on the number of shares expected to vest. Holders of performance share awards are not entitled to receive cash payments equivalent to cash dividends. If the performance shares vest, they will be settled by the Company's issuance of common stock in exchange for the performance shares on a one-for-one basis.



The following table summarizes the transactions involving performance-based share awards:
 2017 2016 2015
 Shares Weighted Average Price Per Share Shares Weighted Average Price Per Share Shares Weighted Average Price Per Share
Beginning nonvested
shares outstanding
98,340
 $203.91
 73,160
 $232.72
 57,236
 $220.00
    Issued52,371
 $216.99
 60,414
 $191.38
 47,264
 $227.26
    Canceled(66,579) $201.84
 (11,724) $241.41
 (13,108) $215.01
    Vested
 $
 (23,510) $242.65
 (18,232) $191.36
Ending nonvested shares 
outstanding 
84,132
 $213.69
 98,340
 $203.91
 73,160
 $232.72

At December 31, 2017, there was $11.4 million of total unrecognized compensation expense related to performance-based share awards that the Company expects to recognize over a weighted average period of 2.7 years.

Restricted Stock Units (RSUs)
The Company awards restricted stock units (RSUs) to certain employees and executives. RSUs granted vest over periods from three to seven years from issuance, although accelerated vesting is provided in certain instances. Holders of RSUs are entitled to receive nonforfeitable cash payments equivalent to cash dividends and other distributions paid with respect to common stock. RSUs are settled by the issuance of the Company's common stock on a one-for-one basis. Compensation expense related to RSUs is based upon the closing market price on the last trading day preceding the date of award and is charged to earnings on a straight-line basis over the vesting period. The following table summarizes RSU activity:
 2017 2016 2015
 Shares
Weighted
Average Price Per Share
 Shares
Weighted
Average Price Per Share
 Shares
Weighted
Average Price Per Share
Beginning nonvested units373,403
$221.77
 432,783
$213.45
 560,351
$182.40
    Issued129,378
$222.53
 113,909
$230.36
 104,220
$234.21
    Canceled(47,488)$229.36
 (62,869)$229.70
 (38,124)$219.74
    Vested(102,374)$203.51
 (110,420)$193.51
 (193,664)$133.56
Ending nonvested units352,919
$226.31
 373,403
$221.77
 432,783
$213.45
Fair value of shares vested$20,834  $21,367  $25,865 
         

At December 31, 2017, 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 3.0 years.






NOTE 1211 - CAPITAL STOCK


The Company had no shares of preferred stock outstanding as of December 31, 20172019 and 20162018. The activity related to outstanding common stock and common stock held in treasury was as follows:
 2019 2018 2017
 Outstanding Common StockTreasury Stock Outstanding Common StockTreasury Stock Outstanding Common StockTreasury Stock
Balance at beginning of period55,862,360
53,796,859
 56,328,863
53,330,356
 58,804,314
50,854,905
Exercise of stock options232,052
(232,052) 930,258
(930,258) 407,542
(407,542)
Settlement of restricted stock units, net of 26,107, 39,075 and 36,585 shares retained, respectively52,182
(52,182) 80,988
(80,988) 103,331
(103,331)
Settlement of performance share units, net of 6,737, 1,027 and 9,334 shares retained, respectively14,027
(14,027) 1,911
(1,911) 13,978
(13,978)
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 period53,687,528
55,971,691
 55,862,360
53,796,859
 56,328,863
53,330,356




 2017 2016 2015
 Outstanding Common StockTreasury Stock Outstanding Common StockTreasury Stock Outstanding Common StockTreasury Stock
Balance at beginning of period58,804,314
50,854,905
 62,028,708
47,630,511
 67,432,041
42,227,178
Exercise of stock options407,542
(407,542) 315,171
(315,171) 580,947
(580,947)
Settlement of restricted stock units, net of 36,585, 41,128 and 73,496 shares retained, respectively103,331
(103,331) 78,310
(78,310) 145,757
(145,757)
Settlement of performance share units, net of 9,334, 6,765 and 9,971 shares retained, respectively13,978
(13,978) 11,806
(11,806) 15,956
(15,956)
Purchase of treasury shares(3,000,302)3,000,302
 (3,629,681)3,629,681
 (6,145,993)6,145,993
Balance at end of period56,328,863
53,330,356
 58,804,314
50,854,905
 62,028,708
47,630,511




NOTE 1312 - ACCUMULATED OTHER COMPREHENSIVE EARNINGS (LOSSES) (AOCE)


The components of AOCE consisted of the following (in thousandsmillions of dollars):


 Foreign Currency Translation and OtherDefined Postretirement Benefit PlanOther Employment-related Benefit PlansTotalForeign Currency Translation Attributable to Noncontrolling InterestsAOCE Attributable to W.W. Grainger, Inc.
Balance at January 1, 2017, net of tax$(316)$25
$(5)$(296)$(23)$(273)
Other comprehensive earnings (loss) before reclassifications, net of tax75
86
1
162
4
158
Amounts reclassified to Net earnings18
(38)
(20)
(20)
Net current period activity$93
$48
$1
$142
$4
$138
Balance at December 31, 2017, net of tax$(223)$73
$(4)$(154)$(19)$(135)
Other comprehensive earnings (loss) before reclassifications, net of tax(43)4
(1)(40)3
(43)
Amounts reclassified to Net earnings2
(10)
(8)
(8)
Amounts reclassified to Retained earnings
15

15

15
Net current period activity$(41)$9
$(1)$(33)$3
$(36)
Balance at December 31, 2018, net of tax$(264)$82
$(5)$(187)$(16)$(171)
Other comprehensive earnings (loss) before reclassifications, net of tax25
8
(3)30
3
27
Amounts reclassified to Net earnings1
(11)
(10)
(10)
Net current period activity26
(3)(3)20
3
17
Balance at December 31, 2019, net of tax$(238)$79
$(8)$(167)$(13)$(154)



 Foreign Currency TranslationDefined Postretirement Benefit PlanOther Employment-related Benefit PlansOtherTotalForeign Currency Translation Attributable to Noncontrolling InterestsAOCE Attributable to W.W. Grainger, Inc.
Balance at January 1, 2015, net of tax$(122,320)$8,148
$(3,302)$(2,185)$(119,659)$(22,986)$(96,673)
Other comprehensive earnings (loss) before reclassifications, net of tax(154,096)30,451
641
1,300
(121,704)(532)(121,172)
Amounts reclassified to Warehousing, marketing and administrative expenses
(5,289)

(5,289)
(5,289)
Amounts reclassified to Income Taxes
2,043


2,043

2,043
Net current period activity$(154,096)$27,205
$641
$1,300
$(124,950)$(532)$(124,418)
Balance at December 31, 2015, net of tax$(276,416)$35,353
$(2,661)$(885)$(244,609)$(23,518)$(221,091)
Other comprehensive earnings (loss) before reclassifications, net of tax(38,729)(6,022)(2,397)885
(46,263)906
(47,169)
Amounts reclassified to Warehousing, marketing and administrative expenses
(6,559)

(6,559)
(6,559)
Amounts reclassified to Income Taxes
2,525


2,525

2,525
Net current period activity$(38,729)$(10,056)$(2,397)$885
$(50,297)$906
$(51,203)
Balance at December 31, 2016, net of tax$(315,145)$25,297
$(5,058)$
$(294,906)$(22,612)$(272,294)
Other comprehensive earnings (loss) before reclassifications, net of tax75,193
86,069
456

161,718
3,677
158,041
Amounts reclassified to Warehousing, marketing and administrative expenses17,518
(10,007)

7,511

7,511
Amounts reclassified to Income Taxes
(27,932)

(27,932)
(27,932)
Net current period activity92,711
48,130
456

141,297
3,677
137,620
Balance at December 31, 2017, net of tax$(222,434)$73,427
$(4,602)$
$(153,609)$(18,935)$(134,674)




NOTE 1413 - INCOME TAXES

Income tax expense (benefit) consisted of the following (in thousands of dollars):
 For the Years Ended December 31,
 2017 2016 2015
Current provision:     
U.S. Federal$248,090

$310,582

$412,545
U.S. State28,693

38,249

49,894
Foreign22,057

25,076

24,087
Total current298,840
 373,907
 486,526
Deferred tax provision (benefit)14,041
 12,313
 (20,995)
Total provision$312,881
 $386,220
 $465,531


Earnings (losses) before income taxes by geographical area consisted of the following (in thousandsmillions of dollars):
 For the Years Ended December 31,
 2019 2018 2017
U.S.$1,226
 $1,163
 $971
Foreign(17) (82) (35)
Total$1,209
 $1,081
 $936

 For the Years Ended December 31,
 2017 2016 2015
U.S.$970,892

$1,073,879

$1,203,880
Foreign(35,568)
(54,821)
46,825
 $935,324
 $1,019,058
 $1,250,705


Income tax expense consisted of the following (in millions of dollars):

 For the Years Ended December 31,
 2019 2018 2017
Current income tax expense:     
U.S. Federal$199
 $166
 $248
U.S. State44
 32
 29
Foreign58
 47
 22
Total current301
 245
 299
Deferred income tax expense13
 13
 14
Total income tax expense$314
 $258
 $313



The income tax effects of temporary differences that gave rise to the net deferred tax asset (liability) asset as of December 31, 20172019 and 20162018 were as follows (in thousandsmillions of dollars):
 As of December 31,
 2019 2018
Deferred tax assets:   
Accrued expenses$86
 $35
Foreign operating loss carryforwards67
 64
Accrued employment-related benefits49
 49
Tax credit carryforward22
 22
Other12
 11
Deferred tax assets236
 181
Less valuation allowance(72) (72)
Deferred tax assets, net of valuation allowance$164
 $109
Deferred tax liabilities:   
Property, buildings and equipment(134) (44)
Intangibles(83) (105)
Prepaids(6) (6)
Other(6) (8)
Deferred tax liabilities(229) (163)
Net deferred tax liability$(65) $(54)
    
The net deferred tax asset (liability) is classified as follows:   
Noncurrent assets$11
 $12
Noncurrent liabilities(76) (66)
Net deferred tax liability$(65) $(54)

 As of December 31,
 2017 2016
Deferred tax assets:   
Inventory$13,641
 $30,030
Accrued expenses43,889
 70,021
Accrued employment-related benefits63,029
 124,556
Foreign operating loss carryforwards72,197
 67,350
Tax credit carryforward20,201
 8,625
Other8,350
 13,631
Deferred tax assets221,307
 314,213
Less valuation allowance(83,847) (72,705)
Deferred tax assets, net of valuation allowance$137,460
 $241,508
Deferred tax liabilities:   
Property, buildings and equipment(33,342) (75,690)
Intangibles(119,302) (127,292)
Software(19,903) (25,431)
Prepaids(6,109) (11,959)
Other(3,521) (1,067)
Deferred tax liabilities(182,177) (241,439)
Net deferred tax (liability) asset$(44,717) $69
    
The net deferred tax (liability) asset is classified as follows:   
Noncurrent assets$22,362
 $64,775
Noncurrent liabilities (foreign)(67,079) (64,706)
Net deferred tax (liability) asset$(44,717) $69


At December 31, 2017,2019 the Company had $285$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 2037.2039. The Company


has recorded a valuation allowance, which represents a provision for uncertainty as to the realization of the tax benefits of these carryforwards and deferred tax assets that may not be realized. The Company's valuation allowance changed as follows (in thousandsmillions of dollars):
 For the Years Ended December 31,
 2019 2018
Balance at beginning of period$(72) $(84)
Increases primarily related to foreign NOLs(9) (3)
Releases related to foreign NOLs10
 16
Increase related to U.S. foreign tax credits(1) (1)
Balance at end of period$(72) $(72)

 For the Years Ended December 31,
 2017 2016
Balance at beginning of period$72,705
 $62,333
Increases primarily related to foreign NOLs12,861
 12,174
Releases related to foreign NOLs(8,035) (3,870)
Other changes, net(4,703) (6,557)
Increase related to U.S. foreign tax credits11,019
 8,625
Balance at end of period$83,847
 $72,705




A reconciliation of income tax expense with federal income taxes at the statutory rate follows (in thousandsmillions of dollars):
 For the Years Ended December 31,
 2019 2018 2017
Federal income tax$254
 $227
 $327
State income taxes, net of federal income tax benefit36
 32
 20
Clean energy credit
 (20) (38)
Foreign rate difference25
 20
 10
Goodwill impairment
 20
 
U.S. tax legislation impact
 
 (3)
Excess tax benefits from stock-based compensation(2) (15) (14)
Other - net1
 (6) 11
Income tax expense$314
 $258
 $313
Effective tax rate26.0% 23.9% 33.5%

 For the Years Ended December 31,
 2017 2016 2015
Federal income tax$327,363

$356,670

$437,746
State income taxes, net of federal income tax benefit19,850

25,993

29,507
Clean energy credit(37,138) (28,670) (13,358)
Foreign rate difference9,371
 21,077
 12,041
U.S. tax legislation impact (see note below)(3,164) 
 
Other - net(3,401)
11,150

(405)
Income tax expense$312,881
 $386,220
 $465,531
Effective tax rate33.5%
37.9%
37.2%


Clean Energy Credit

In 2015 and 2016, the Company acquired noncontrolling interests in limited liability companies established to produce refined coal. The production and sale of refined coal that results in required emission reductions is eligible for tax credits under Section 45 of the Internal Revenue Code. The Company receives tax credits in proportion to its equity interest. The income tax credits from the investment resulted in a 4.0, 2.8 and a 1.0 percentage point reduction to the overall effective tax rate for 2017, 2016 and 2015, respectively.

U.S. Tax Legislation

On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was signed into law, which significantly revised the U.S. corporate income tax system by lowering corporate income tax rates from 35% to 21% effective January 1, 2018, allowing accelerated expensing of qualified capital investments for a specific period, limiting net interest expense deductions and transitioning the U.S. international taxation from a worldwide to a territorial tax system that requires a one-time transition tax on unremitted earnings of certain foreign subsidiaries that were previously tax deferred, among other changes.

As of December 31, 2017, the Company has not fully completed the accounting for the impact from the Tax Act. However, the Company determined a reasonable estimate of such impact per the guidance in Staff Accounting Bulletin (SAB) 118 issued by the Securities and Exchange Commission (SEC) on December 22, 2017 and recognized a net provisional benefit amount of $3.2 million included as a component of income tax expense for the year ended December 31, 2017 and primarily related to deferred tax balances revaluations and one-time transition tax.

The Company remeasured deferred assets and liabilities based on the rates at which they are expected to reverse in the future in consideration of the reduced income tax rates and recognized a net provisional benefit of $5.2 million for the year ended December 31, 2017. Certain aspects of the Tax Act cannot be fully completed at this time, mainly the full determination of assets placed in service in September 2017 or after for tax expensing purposes, the comprehensive evaluation of executive compensation contracts for tax deductibility purposes and the understanding of state tax implications. The Company expects to complete this analysis in 2018, which may potentially affect the remeasurement of the related deferred tax amounts.

The Company estimated the one-time transition tax and recognized a net provisional expense of $2 million for the year ended December 31, 2017. The one-time transition tax calculation includes a $47 million estimated tax obligation related to the Company’s estimated total gross post-1986 earnings and profits (E&P) of $472 million that were previously deferred from U.S. income taxes, net of estimated foreign tax credits of $45 million. As of December 31, 2017, the Company has not completed its final calculation of the total post-1986 E&P for all foreign subsidiaries and any state tax impact. The amounts may change when the Company finalizes these calculations in 2018.

Foreign Undistributed Earnings


Estimated gross undistributed earnings of foreign subsidiaries at December 31, 2017,2019, amounted to $472$402 million. These gross earnings are included in the U.S. one-time transition tax calculation in 2017 as aforementioned. 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 thousandsmillions of dollars):
 For the Years Ended December 31,
 2019 2018 2017
Balance at beginning of year$37
 $45
 $59
Additions for tax positions related to the current year3
 4
 4
Additions for tax positions of prior years1
 3
 5
Reductions for tax positions of prior years(1) (5) (13)
Reductions due to statute lapse(10) (9) (5)
Settlements, audit payments, refunds - net(2) (1) (5)
Balance at end of year$28
 $37
 $45

 For the Years Ended December 31,
 2017 2016 2015
Balance at beginning of year$58,681
 $60,576
 $45,126
Additions for tax positions related to the current year3,930
 14,119
 14,916
Additions for tax positions of prior years4,786
 13,215
 2,653
Reductions for tax positions of prior years(12,417) (14,774) (1,616)
Reductions due to statute lapse(5,098) (1,527) (402)
Settlements, audit payments, refunds - net(5,215) (12,928) (101)
Balance at end of year$44,667
 $58,681
 $60,576



The Company classifies the liability for tax uncertainties in deferred income taxes and tax uncertainties. Included in
this amount are $21$8 million and $22$13 million at December 31, 20172019 and 2016,2018, 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. TheIn 2019, the changes to tax positions of prior years in 2017 related generally to the impact of expiring statutes, conclusion of audits and audit settlements. The changes to tax positions of prior years in 2016 related generally to the impact of conclusion of auditsEstimated interest and audit settlements.penalties were not material.


The Company regularly undergoes examination of its federal income tax returns by the Internal Revenue Service (IRS). In 2017, the Company settled the 2011 and 2012 federal audits with the IRS Appeals Office.Service. The statute of limitations expired for the Company's 20132015 federal tax return. Thereturn while tax years 20142016 through 20172019 are open. The Company is also subject to audit by state, local and foreign taxing authorities.Tax years 2002-20172012-2019 remain subject to state and local audits and 2006-20172007-2019 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.

The Company recognizes interest expense and penalties related to its tax uncertainties in the provision for income taxes. For the years ended December 31, 2017, 2016 and 2015, the Company recognized an expense of approximately $1 million for each year. Total accrued interest and penalties related to tax uncertainties as of December 31, 2017, 2016 and 2015, were approximately $5 million, $4 million and $5 million, respectively.





NOTE 15 - EARNINGS PER SHARE
Certain of the Company’s stock incentive plans grant stock awards that contain nonforfeitable rights to dividends meet the criteria of a participating security. Under the two-class method, earnings are allocated between common stock and participating securities. The presentation of basic and diluted earnings per share is required only for each class of common stock and not for participating securities. As such, the Company presents basic and diluted earnings per share for its one class of common stock.
The two-class method includes an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and undistributed earnings for the period. The Company’s reported net earnings are reduced by the amount allocated to participating securities to arrive at the earnings allocated to common stock shareholders for purposes of calculating earnings per share.
The dilutive effect of participating securities is calculated using the more dilutive of the treasury stock or the two-class method. The Company has determined the two-class method to be the more dilutive. As such, the earnings allocated to common stock shareholders in the basic earnings per share calculation is adjusted for the reallocation of undistributed earnings to participating securities to arrive at the earnings allocated to common stock shareholders for calculating the diluted earnings per share.
The following table sets forth the computation of basic and diluted earnings per share under the two-class method (in thousands of dollars, except for share and per share amounts):
 For the Years Ended December 31,
 2017 2016 2015
      
Net earnings attributable to W.W. Grainger, Inc. as reported$585,730
 $605,928
 $768,996
   Distributed earnings available to participating securities(2,005) (2,383) (2,823)
   Undistributed earnings available to participating securities(2,678) (3,044) (4,735)
Numerator for basic earnings per share - Undistributed and distributed earnings available to common shareholders581,047
 600,501
 761,438
   Undistributed earnings allocated to participating securities2,678
 3,044
 4,735
   Undistributed earnings reallocated to participating securities(2,663) (3,023) (4,692)
Numerator for diluted earnings per share - Undistributed and distributed earnings available to common shareholders$581,062
 $600,522
 $761,481
      
Denominator for basic earnings per share – weighted average shares57,674,977
 60,430,892
 65,156,864
Effect of dilutive securities308,190
 409,038
 608,257
Denominator for diluted earnings per share – weighted average shares adjusted for dilutive securities57,983,167
 60,839,930
 65,765,121
Earnings per share two-class method 
  
  
Basic$10.07
 $9.94
 $11.69
Diluted$10.02
 $9.87
 $11.58


NOTE 1614 - SEGMENT INFORMATION


Grainger’s two2 reportable segments are the U.S. and Canada. The U.S. operating segment reflectsThese reportable segments reflect the results of Grainger's U.S. businesses. The Canada operating segment reflects the results for Acklands-Grainger, Inc. and its subsidiaries.Company's high-touch solutions businesses in those geographies. Other businesses include the endless assortment businesses, Zoro Tools, Inc. (Zoro), the single channel online business in the U.S., and MonotaRO Co. (MonotaRO) in Japan, and operationssmaller high-tough solutions businesses in Europe Asia and Latin America.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 thousandsmillions of dollars):
20172019
United States Canada Other businesses TotalUnited States Canada Total Reportable Segments Other businesses Total
Total net sales$7,960,075

$752,900

$2,120,303
 $10,833,278
$8,815
 $529
 $9,344
 $2,651
 $11,995
Intersegment net sales(403,824)
(35)
(4,561) (408,420)(505) 
 (505) (4) (509)
Net sales to external customers7,556,251
 752,865
 2,115,742
 10,424,858
$8,310
 $529
 $8,839
 $2,647
 11,486
                
Segment operating earnings1,213,138

(76,538)
55,633
 1,192,233
$1,391
 $3
 $1,394
 $(9) $1,385








  
Segment assets2,309,734

278,633

605,452
 3,193,819
Depreciation and amortization168,862

18,965

31,016
 218,843
Additions to long-lived assets$187,384

$7,594

$61,735
 $256,713
20162018
United States Canada Other businesses TotalUnited States Canada Total Reportable Segments Other businesses Total
Total net sales$7,870,105

$733,829

$1,884,963

$10,488,897
$8,588
 $653
 $9,241
 $2,441
 $11,682
Intersegment net sales(347,468)
(110)
(4,115)
(351,693)(457) 
 (457) (4) (461)
Net sales to external customers7,522,637

733,719

1,880,848

10,137,204
$8,131
 $653
 $8,784
 $2,437
 $11,221











         
Segment operating earnings1,274,851

(65,362)
40,684

1,250,173
$1,338
 $(49) $1,289
 $8
 $1,297











Segment assets2,275,009

286,035

494,067

3,055,111
Depreciation and amortization159,334

18,050

23,792

201,176
Additions to long-lived assets$153,556

$12,275

$95,288

$261,119


20152017
United States Canada Other businesses TotalUnited States Canada Total Reportable Segments Other businesses Total
Total net sales$7,963,416

$890,530

$1,405,750

$10,259,696
$7,960
 $753
 $8,713
 $2,120
 $10,833
Intersegment net sales(282,305)
(105)
(3,902)
(286,312)(404) 
 (404) (4) (408)
Net sales to external customers7,681,111

890,425

1,401,848

9,973,384
$7,556
 $753
 $8,309
 $2,116
 $10,425











         
Segment operating earnings1,371,626

27,368

48,051

1,447,045
$1,200
 $(77) $1,123
 $56
 $1,179











Segment assets2,191,045

317,504

507,116

3,015,665
Depreciation and amortization150,654

17,334

19,999

187,987
Additions to long-lived assets$302,316

$20,464

$21,135

$343,915




Following are reconciliations of the segment information with the consolidated totals per the financial statementsFinancial Statements (in thousandsmillions of dollars):
 2019 2018 2017
Operating earnings:     
Total operating earnings for reportable segments$1,394
 $1,289
 $1,123
Other businesses(9) 8
 56
Unallocated expenses(123) (139) (144)
Total consolidated operating earnings$1,262
 $1,158
 $1,035
      
Assets:     
United States$2,668
 $2,496
 $2,310
Canada173
 188
 279
Assets for reportable segments$2,841
 $2,684
 $2,589
Other current and noncurrent assets3,003
 2,879
 3,033
Unallocated assets161
 310
 182
Total consolidated assets$6,005
 $5,873
 $5,804
      
Depreciation and amortization:     
United States$148
 $166
 $169
Canada17
 19
 19
Depreciation and amortization for reportable segments$165
 $185
 $188
Other businesses and unallocated45
 49
 53
Total consolidated depreciation and amortization$210
 $234
 $241
      
Additions to long-lived assets     
United States$168
 $200
 $187
Canada9
 7
 8
Additions to long-lived assets for reportable segments$177
 $207
 $195
Other businesses and unallocated72
 39
 67
Total consolidated additions to long-lived assets$249
 $246
 $262



Following are revenue and long-lived assets by geographic location (in millions of dollars):
 2019 2018 2017
Revenue by geographic location:     
United States$8,865
 $8,613
 $7,948
Canada539
 658
 761
Other foreign countries2,082
 1,950
 1,716
 $11,486
 $11,221
 $10,425
      
Long-lived segment assets by geographic location:     
United States$1,268
 $1,140
 $1,098
Canada152
 136
 199
Other foreign countries327
 202
 247
 $1,747
 $1,478
 $1,544

 2017 2016 2015
Operating earnings:     
Total operating earnings for reportable segments$1,192,233

$1,250,173

$1,447,045
Unallocated expenses(143,571)
(130,676)
(146,725)
Total consolidated operating earnings$1,048,662

$1,119,497

$1,300,320
Assets:







Assets for reportable segments$3,193,819

$3,055,111

$3,015,665
Other current and noncurrent assets2,428,074

2,464,656

2,624,966
Unallocated assets182,361

174,540

217,124
Total consolidated assets$5,804,254

$5,694,307

$5,857,755


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.

 2017
 
Segment
Totals
 Unallocated Consolidated Total
Other significant items:     
Depreciation and amortization$218,843

$21,819

$240,662
Additions to long-lived assets$256,713

$5,283

$261,996
      
   Revenues Long-Lived Assets
Geographic information:     
United States  $7,948,291

$1,097,543
Canada  761,065

199,660
Other foreign countries  1,715,502

246,700
   $10,424,858

$1,543,903

 2016
 
Segment
Totals
 Unallocated Consolidated Total
Other significant items:     
Depreciation and amortization$201,176

$21,469

$222,645
Additions to long-lived assets$261,119

$10,542

$271,661
      
   Revenues Long-Lived Assets
Geographic information:     
United States  $7,834,361

$1,134,817
Canada  739,687

210,931
Other foreign countries  1,563,156

210,605
   $10,137,204

$1,556,353



 2015
 
Segment
Totals
 Unallocated Consolidated Total
Other significant items:     
Depreciation and amortization$187,987

$18,854

$206,841
Additions to long-lived assets$343,915

$16,912

$360,827
      
   Revenues Long-Lived Assets
Geographic information:     
United States  $7,866,300

$1,231,083
Canada  897,431

215,202
Other foreign countries  1,209,653

153,508
   $9,973,384

$1,599,793

Revenues are attributed to countries based on the ship-to locationUnallocated amounts include corporate-level support and administrative expenses, corporate-level assets consisting primarily of the customer.

cash, property, buildings and equipment and intersegment eliminations and other adjustments. Unallocated expenses and unallocated assets primarily relate to the Company headquarters' support services, which are not part ofincluded in any business segment, as well as intercompany eliminations. Unallocated expenses include payroll and benefits, depreciation and other costs associated with headquarters-related support services. Unallocated assets include non-operating cash and cash equivalents, certain prepaid expenses and property, buildings and equipment-net.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 capitalized software.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 1715 - 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, orcustomers, governmental entities. Asentities 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 is alsomay be subject to governmental or regulatory inquiries or audits or other proceedings, including those related to contract administration or to pricing compliance. ItWhile 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


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 1816 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)


A summary of selected quarterly information for 20172019 and 20162018 is as follows (in thousandsmillions of dollars, except for per share amounts):
  2019 Quarter Ended
  March 31 June 30 September 30
December 31
Total
Net sales $2,799
 $2,893
 $2,947
 $2,847
 $11,486
COGS 1,704
 1,772
 1,848
 1,765
 7,089
Gross profit 1,095
 1,121
 1,099
 1,082
 4,397
SG&A 732
 741
 761
 901
 3,135
Operating earnings 363
 380
 338
 181
 1,262
Net earnings attributable to W.W. Grainger, Inc. $253
 $260
 $233
 $103
 $849
Earnings per share - basic $4.50
 $4.69
 $4.27
 $1.89
 $15.39
Earnings per share - diluted $4.48
 $4.67
 $4.25
 $1.88
 $15.32
  2018 Quarter Ended
  March 31 June 30 September 30 December 31 Total
Net sales $2,766
 $2,861
 $2,831
 $2,763
 $11,221
COGS 1,674
 1,750
 1,752
 1,697
 6,873
Gross profit 1,092
 1,111
 1,079
 1,066
 4,348
SG&A 757
 767
 890
 776
 3,190
Operating earnings 335
 344
 189
 290
 1,158
Net earnings attributable to W.W. Grainger, Inc. $232
 $237
 $104
 $209
 $782
Earnings per share - basic $4.09
 $4.19
 $1.84
 $3.71
 $13.82
Earnings per share - diluted $4.07
 $4.16
 $1.82
 $3.68
 $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 2 one-year extensions if sufficient lenders agree. This revolving credit facility replaced the Company's 2017 Credit Facility.


  2017 Quarter Ended
  March 31 June 30 September 30
December 31
Total
Net sales $2,541,129
 $2,615,269
 $2,635,999
 $2,632,461
 $10,424,858
Cost of merchandise sold 1,521,937
 1,575,313
 1,618,819
 1,611,232
 6,327,301
Gross profit 1,019,192
 1,039,956
 1,017,180
 1,021,229
 4,097,557
Warehousing, marketing and
administrative expenses
 723,704
 807,891
 736,010
 781,290
 3,048,895
Operating earnings 295,488
 232,065
 281,170
 239,939
 1,048,662
Net earnings attributable to W.W. Grainger, Inc. 174,744
 97,921
 162,006
 151,059
 585,730
Earnings per share - basic 2.95
 1.68
 2.80
 2.64
 10.07
Earnings per share - diluted $2.93
 $1.67
 $2.79
 $2.63
 $10.02


SIGNATURES
  2016 Quarter Ended
  March 31 June 30 September 30 December 31 Total
Net sales $2,506,538
 $2,563,668
 $2,596,288
 $2,470,710
 $10,137,204
Cost of merchandise sold 1,461,485
 1,523,609
 1,556,536
 1,481,017
 6,022,647
Gross profit 1,045,053
 1,040,059
 1,039,752
 989,693
 4,114,557
Warehousing, marketing and
administrative expenses
 727,961
 734,470
 717,165
 815,464
 2,995,060
Operating earnings 317,092
 305,589
 322,587
 174,229
 1,119,497
Net earnings attributable to W.W. Grainger, Inc. 186,713
 172,676
 185,873
 60,666
 605,928
Earnings per share - basic 3.00
 2.81
 3.07
 1.02
 9.94
Earnings per share - diluted $2.98
 $2.79
 $3.05
 $1.01
 $9.87


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 26, 201820, 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 26, 2018,20, 2020, in the capacities indicated.
   
/s/ D.G. Macpherson /s/ Brian P. Anderson
D.G. Macpherson Brian P. Anderson
Chairman and Chief Executive Officer, Director Director
(Principal Executive Officer)  
  /s/ V. Ann Hailey
/s/ Ronald L. JadinThomas B. Okray V. Ann Hailey
Ronald L. JadinThomas B. Okray Director
Senior Vice President  
and Chief Financial Officer /s/ Neil S. Novich
(Principal Financial Officer) Neil S. Novich
  Director
/s/ Eric R. Tapia  
Eric R. Tapia /s/ E. Scott Santi
Vice President and Controller E. Scott Santi
(Principal Accounting Officer) Director
   
  /s/ Lucas E. Watson
  Lucas E. Watson
  Director
   
   




EXHIBIT INDEX (1)
EXHIBIT NO. DESCRIPTION
Underwriting Agreement, dated as of May 15, 2017, among W.W. Grainger, Inc. and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the underwriters named therein, incorporated by reference to Exhibit 1.1 to W.W. Grainger, Inc.’s Current Report on Form 8-K dated May 22, 2017.
 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.


4.1 No instruments which define the rights of holders of W.W. Grainger, Inc.’s Industrial Development Revenue Bonds are filed herewith, pursuant to the exemption contained in Regulation S-K, Item 601(b)(4)(iii). W.W. Grainger, Inc. hereby agrees to furnish to the Securities and Exchange Commission,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 20162019 Directors Compensation Program incorporated by reference to Exhibit 10.12 to W.W. Grainger, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2016.Program.*


 2005 Incentive Plan, as amended, incorporated by reference to Exhibit 10(d) to W.W. Grainger, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.*


 2010 Incentive Plan, incorporated by reference to Exhibit B of W.W. Grainger, Inc.’s Proxy Statement dated March 12, 2010.*
Form of Stock Option Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10(xiv) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005.*
Form of Stock Option Award and Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10(xv) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005.*
 Form of Stock Option Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10(b)(xvi) to W.W. Grainger, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009.*
 Form of Stock Option 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 20182020 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.*
 Separation Agreement and General Release by and between W.W. Grainger, Inc. 2015 Incentive Plan as Amended and Court Carruthers dated July 22, 2015,Restated Effective October 31, 2018, incorporated by reference to Exhibit 10(b)(i)10.1 to W.W. Grainger, Inc.’s's Quarterly Report on Form 10-Q for the quarter ended JuneSeptember 30, 2015.2018.*
 £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.*


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 October 6, 2017,February 14, 2020, by and among W.W. Grainger, Inc., the lenders partiesparty thereto, and U.S.JPMorgan Chase Bank, National Association,N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.’s's Current Report on Form 8-K dated October 6, 2017.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.


101.INS XBRL Instance Document.Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover 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.



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