UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2022~~2023


	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: 000-00255



GRAYBAR ELECTRIC COMPANY, INC.
(Exact name of registrant as specified in its charter)

New York	13-0794380
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

34 North Meramec Avenue, St. Louis, Missouri	63105
(Address of principal executive offices)	(Zip Code)

(314) 573 - 9200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES  NO 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit such files).

YES  NO 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer 		Accelerated filer 
Non-accelerated filer 		Smaller reporting company 
		Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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 

Common Stock Outstanding at ~~October~~July 15, ~~2022: 23,079,844~~2023: 26,783,481

(Number of Shares)

Graybar Electric Company, Inc. and Subsidiaries

Quarterly Report on Form 10-Q

For the Period Ended ~~September~~June 30, ~~2022~~2023

(Unaudited)

Table of Contents


PART I.	FINANCIAL INFORMATION			Page

	Item 1.	Financial Statements
			Condensed Consolidated Statements of Income	3
			Condensed Consolidated Statements of Comprehensive Income	4
			Condensed Consolidated Balance Sheets	5
			Condensed Consolidated Statements of Cash Flows	6
			Condensed Consolidated Statements of Changes in Shareholders’ Equity	7
			Notes to Condensed Consolidated Financial Statements	98

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1916

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2421

	Item 4.	Controls and Procedures		2421

PART II.	OTHER INFORMATION

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2522

	Item 5.	Other Information		22

	Item 6.	Exhibits		2623

	Signatures			2724

‎

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF INCOME



	(Unaudited)								(Unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(Stated in millions, except per share data)	2022		2021		2022		2021		2023		2022		2023		2022
Net Sales	$	2,789.7	$	2,313.4	$	7,844.1	$	6,446.3	$	2,792.1	$	2,672.6	$	5,464.7	$	5,054.4
Cost of merchandise sold		(2,215.5)		(1,877.0)		(6,250.8)		(5,226.2)		(2,231.2)		(2,132.8)		(4,356.9)		(4,035.3)
Gross Margin		574.2		436.4		1,593.3		1,220.1		560.9		539.8		1,107.8		1,019.1
Selling, general and administrative expenses		(369.7)		(309.0)		(1,044.4)		(884.2)		(375.6)		(350.7)		(737.3)		(674.7)
Depreciation and amortization		(13.4)		(12.3)		(39.6)		(36.7)		(15.3)		(13.2)		(29.6)		(26.2)
Other income, net		0.2		8.3		2.6		10.7		1.1		1.5		1.9		2.4
Income from Operations		191.3		123.4		511.9		309.9		171.1		177.4		342.8		320.6
Non-operating expenses		(21.3)		(24.5)		(32.3)		(39.6)		(3.1)		(5.5)		(5.9)		(11.0)
Income before Provision for Income Taxes		170.0		98.9		479.6		270.3		168.0		171.9		336.9		309.6
Provision for income taxes		(43.7)		(24.4)		(123.1)		(68.2)		(43.6)		(44.1)		(87.5)		(79.4)
Net Income		126.3		74.5		356.5		202.1		124.4		127.8		249.4		230.2
Net income attributable to noncontrolling interests		(0.2)		(0.2)		(0.6)		(0.5)		(0.2)		(0.2)		(0.4)		(0.4)
Net Income attributable to Graybar Electric Company, Inc.	$	126.1	$	74.3	$	355.9	$	201.6	$	124.2	$	127.6	$	249.0	$	229.8
Net Income attributable to Graybar Electric Company, Inc. per share of Common Stock	$	5.46	$	3.27	$	15.41	$	8.85
Net Income attributable to Graybar Electric Company, Inc. per share of Common Stock^(A)									$	4.64	$	4.80	$	9.28	$	8.65
Cash Dividends per share of Common Stock	$	0.30	$	0.30	$	0.90	$	0.90	$	0.30	$	0.30	$	0.60	$	0.60
Average Common Shares Outstanding(A)		23.1		22.8		23.1		22.8		26.8		26.6		26.8		26.6

^(A)Adjusted for the declaration of a 15% stock dividend in 2022, shares related to which were issued in February 2023. Prior to the adjustment, the average common shares outstanding were 23.1 million for the three and six months ended June 30, 2022.

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.

‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	(Unaudited)								(Unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(Stated in millions)	2022		2021		2022		2021		2023		2022		2023		2022
Net Income	$	126.3	$	74.5	$	356.5	$	202.1	$	124.4	$	127.8	$	249.4	$	230.2
Other Comprehensive Income
Foreign currency translation		(9.7)		(3.4)		(12.0)		0.1		3.6		(4.5)		3.7		(2.3)
Pension and postretirement benefits liability adjustments (net of tax of $(5.5), $(11.6), $(8.5) and $(16.1), respectively)		15.7		33.7		24.4		46.5
Total Other Comprehensive Income		6.0		30.3		12.4		46.6
Pension and postretirement benefits liability adjustments (net of ‎ tax of $(0.1), $(1.6), $(0.2) and $(3.0), respectively)										0.2		4.3		0.4		8.7
Total Other Comprehensive Income (Loss)										3.8		(0.2)		4.1		6.4
Comprehensive Income	$	132.3	$	104.8	$	368.9	$	248.7	$	128.2	$	127.6	$	253.5	$	236.6
Less: Comprehensive (loss) income attributable to noncontrolling interests, net of tax		(0.1)		0.1		0.3		0.5
Less: Comprehensive income attributable to noncontrolling ‎ interests, net of tax										0.3		0.1		0.5		0.4
Comprehensive Income attributable to Graybar Electric Company, Inc.	$	132.4	$	104.7	$	368.6	$	248.2	$	127.9	$	127.5	$	253.0	$	236.2

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.

‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS



			September 30,		December 31,				June 30,		December 31,
(Stated in millions, except share and per share data)			2022		2021				2023		2022
ASSETS				(Unaudited)						(Unaudited)
Current Assets
Cash and cash equivalents			$	55.4	$	48.5			$	58.0	$	69.4
Trade receivables (less allowances of $9.5 and $9.1, respectively)				1,675.7		1,407.6
Trade receivables (less allowances of $12.6 and $13.4, respectively)							Trade receivables (less allowances of $12.6 and $13.4, respectively)			1,655.0		1,673.0
Merchandise inventory				994.9		808.4				923.3		1,026.3
Other current assets				75.5		54.8				78.3		83.7
Total Current Assets				2,801.5		2,319.3				2,714.6		2,852.4
Property, at cost
Land				97.3		97.6				97.4		97.3
Buildings				551.5		534.1				580.5		562.1
Furniture and fixtures				275.1		261.7				298.0		282.9
Software				153.1		151.4				150.6		148.0
Finance leases				14.8		14.0				12.8		12.8
Total Property, at cost				1,091.8		1,058.8				1,139.3		1,103.1
Accumulated depreciation and amortization	Accumulated depreciation and amortization			(646.4)		(622.1)	Accumulated depreciation and amortization			(661.5)		(641.9)
Net Property				445.4		436.7				477.8		461.2
Operating Lease Right-of-use Assets				159.3		133.1				176.3		175.3
Goodwill										155.5		83.1
Intangible Assets (less accumulated amortization of $28.5 and $23.0, respectively)							Intangible Assets (less accumulated amortization of $28.5 and $23.0, respectively)			148.3		91.3
Other Non-current Assets				191.6		179.9				107.5		85.8
Total Assets			$	3,597.8	$	3,069.0			$	3,780.0	$	3,749.1
LIABILITIES
Current Liabilities
Short-term borrowings			$	41.2	$	124.2			$	13.0	$	31.6
Current portion of long-term debt				1.6		1.9				1.7		1.6
Trade accounts payable				1,294.9		1,055.4				1,215.5		1,276.8
Accrued payroll and benefit costs				165.5		187.8				112.4		219.2
Other accrued taxes				47.6		42.8				28.9		34.3
Current operating lease liabilities				38.3		34.0				47.4		43.9
Other current liabilities				173.7		142.9				201.7		213.5
Total Current Liabilities				1,762.8		1,589.0				1,620.6		1,820.9
Postretirement Benefits Liability				68.1		68.5				55.5		55.5
Pension Liability				131.0		159.1				130.6		140.8
Long-term Debt				4.1		4.2				3.3		3.9
Non-current Operating Lease Liabilities				135.0		107.5				146.0		147.1
Other Non-current Liabilities				10.9		8.8				55.8		55.3
Total Liabilities				2,111.9		1,937.1				2,011.8		2,223.5
SHAREHOLDERS’ EQUITY

	Shares at						Shares at
Capital Stock	September 30, 2022	December 31, 2021					June 30, 2023	December 31, 2022
Common, stated value $20.00 per share
Authorized	50,000,000	50,000,000					50,000,000	50,000,000
Issued to voting trustees	19,672,303	18,956,496					22,759,481	22,085,481
Issued to shareholders	4,067,108	3,929,845					4,682,129	4,568,288
In treasury, at cost	(634,207)	(53,108)					(640,550)	(63,563)
Outstanding Common Stock	23,105,204	22,833,233		462.1		456.7	26,801,060	26,590,206		536.0		531.8
Advance Payments on Subscriptions to Common Stock	Advance Payments on Subscriptions to Common Stock			1.0		—	Advance Payments on Subscriptions to Common Stock			1.2		—
Retained Earnings				1,185.3		850.3				1,373.9		1,141.0
Accumulated Other Comprehensive Loss				(167.8)		(180.5)				(148.8)		(152.8)
Total Graybar Electric Company, Inc. Shareholders’ Equity	Total Graybar Electric Company, Inc. Shareholders’ Equity			1,480.6		1,126.5	Total Graybar Electric Company, Inc. Shareholders’ Equity			1,762.3		1,520.0
Noncontrolling Interests				5.3		5.4				5.9		5.6
Total Shareholders’ Equity				1,485.9		1,131.9				1,768.2		1,525.6
Total Liabilities and Shareholders’ Equity	Total Liabilities and Shareholders’ Equity		$	3,597.8	$	3,069.0	Total Liabilities and Shareholders’ Equity		$	3,780.0	$	3,749.1

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.
‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



	(Unaudited)				(Unaudited)
	Nine Months Ended September 30,				Six Months Ended June 30,
(Stated in millions)	2022		2021		2023		2022
Cash Flows from Operating Activities
Net Income	$	356.5	$	202.1	$	249.4	$	230.2
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		39.6		36.7		29.6		26.2
Non-cash operating lease expense		28.7		25.8		23.8		18.5
Deferred income taxes		(8.9)		(12.4)		2.6		(3.8)
Net gain on disposal of property		(0.2)		(9.6)		(0.3)		(0.2)
Non-cash pension settlement charge		15.9		16.7
Losses on impairment of assets						0.3		—
Earnings on investment in employee deferred compensation trust						(0.2)		—
Net income attributable to noncontrolling interests		(0.6)		(0.5)		(0.4)		(0.4)
Changes in assets and liabilities:
Trade receivables		(260.7)		(273.5)		32.6		(184.7)
Merchandise inventory		(184.5)		(180.1)		124.0		(141.0)
Other current assets		(20.7)		2.4		6.4		(11.3)
Other non-current assets		(1.7)		0.3		(1.2)		(1.3)
Trade accounts payable		238.4		252.7		(72.7)		250.5
Accrued payroll and benefit costs		(22.7)		10.1		(108.3)		(59.8)
Other current liabilities		24.8		35.8		(14.0)		(0.8)
Other non-current liabilities		(38.1)		(14.9)		(33.6)		(18.0)
Total adjustments to net income		(190.7)		(110.5)		(11.4)		(126.1)
Net cash provided by operating activities		165.8		91.6		238.0		104.1
Cash Flows from Investing Activities
Proceeds from disposal of property		0.5		10.0		0.6		0.4
Capital expenditures for property		(41.1)		(33.6)		(37.1)		(22.9)
Acquisitions, net of cash acquired		(18.7)		(3.8)
Acquisition, net of cash acquired						(157.5)		—
Investment in employee deferred compensation trust						(25.0)		—
Net cash used by investing activities		(59.3)		(27.4)		(219.0)		(22.5)
Cash Flows from Financing Activities
Net decrease in short-term borrowings		(83.0)		(44.5)		(18.6)		(42.0)
Principal payments under finance arrangements		(1.7)		(1.8)		(0.9)		(1.1)
Payment of deferred financing fees		—		(2.2)
Sales of common stock		18.0		18.0		16.9		14.6
Purchases of common stock		(11.6)		(12.5)		(11.5)		(8.3)
Sales of noncontrolling interests’ common stock		—		1.1
Purchases of noncontrolling interests’ common stock		(0.4)		(0.5)		(0.2)		(0.4)
Dividends paid		(20.9)		(20.6)		(16.1)		(13.9)
Net cash used by financing activities		(99.6)		(63.0)		(30.4)		(51.1)
Net Increase in Cash		6.9		1.2
Net (Decrease) Increase in Cash						(11.4)		30.5
Cash, Beginning of Year		48.5		131.2		69.4		48.5
Cash, End of Period	$	55.4	$	132.4	$	58.0	$	79.0

Non-cash Investing and Financing Activities
Acquisitions of equipment under finance leases	$	1.3	$	0.3	$	0.4	$	1.2
Acquisitions of assets under operating leases	$	55.3	$	28.5	$	25.0	$	28.9

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.

‎

Graybar Electric Company, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited, stated in millions)
Graybar Electric Company, Inc. Shareholders’ Equity
Common
Accumulated
Stock
Other
Total
Common
Subscribed,
Retained
Comprehensive
Noncontrolling
Shareholders’
Stock
Unissued
Earnings
Loss
Interests
Equity
December 31, 2021
$
456.7
$
—
$
850.3
$
(180.5)
$
5.4
$
1,131.9
Net income
102.2
0.2
102.4
Other comprehensive income
6.5
0.1
6.6
Stock issued
10.4
10.4
Stock purchased
(4.1)
(0.3)
(4.4)
Advance payments
1.1
1.1
Dividends declared
(7.0)
(7.0)
March 31, 2022
$
463.0
$
1.1
$
945.5
$
(174.0)
$
5.4
$
1,241.0
Net income
127.6
0.2
127.8
Other comprehensive loss
(0.1)
(0.1)
(0.2)
Stock issued
3.7
3.7
Stock purchased
(4.2)
(0.1)
(4.3)
Advance payments
(0.6)
(0.6)
Dividends declared
(6.9)
(6.9)
June 30, 2022
$
462.5
$
0.5
$
1,066.2
$
(174.1)
$
5.4
$
1,360.5
Net income
126.1
0.2
126.3
Other comprehensive income (loss)
6.3
(0.3)
6.0
Stock issued
2.9
—
2.9
Stock purchased
(3.3)
—
(3.3)
Advance payments
0.5
0.5
Dividends declared
(7.0)
(7.0)
September 30, 2022
$
462.1
$
1.0
$
1,185.3
$
(167.8)
$
5.3
$
1,485.9

~~The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.~~

‎

~~Graybar Electric Company, Inc. and Subsidiaries~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY~~


	(Unaudited, stated in millions)
													(Unaudited, stated in millions)
	Graybar Electric Company, Inc. Shareholders’ Equity
			Common				Accumulated						Graybar Electric Company, Inc. Shareholders’ Equity
			Stock				Other				Total				Common				Accumulated
	Common		Subscribed,		Retained		Comprehensive		Noncontrolling		Shareholders’				Stock				Other				Total
	Stock		Unissued		Earnings		Loss		Interests		Equity		Common		Subscribed,		Retained		Comprehensive		Noncontrolling		Shareholders’
December 31, 2020	$	452.1	$	—	$	725.1	$	(246.7)	$	4.5	$	935.0
													Stock		Unissued		Earnings		Loss		Interests		Equity
December 31, 2022													$	531.8	$	—	$	1,141.0	$	(152.8)	$	5.6	$	1,525.6
Net income						47.2				0.1		47.3						124.8				0.2		125.0
Other comprehensive income								8.0		0.1		8.1								0.3		—		0.3
Stock issued		10.0										10.0		11.6										11.6
Stock purchased		(4.3)								(0.5)		(4.8)		(5.4)								(0.2)		(5.6)
Advance payments				1.1								1.1				1.2								1.2
Dividends declared						(6.9)						(6.9)						(8.0)						(8.0)
March 31, 2021	$	457.8	$	1.1	$	765.4	$	(238.7)	$	4.2	$	989.8
March 31, 2023													$	538.0	$	1.2	$	1,257.8	$	(152.5)	$	5.6	$	1,650.1
Net income																		124.2				0.2		124.4
Other comprehensive income																				3.7		0.1		3.8
Stock issued														4.1										4.1
Stock purchased														(6.1)								—		(6.1)
Dividends declared																		(8.1)						(8.1)
June 30, 2023													$	536.0	$	1.2	$	1,373.9	$	(148.8)	$	5.9	$	1,768.2

													Graybar Electric Company, Inc. Shareholders’ Equity
															Common				Accumulated
															Stock				Other				Total
													Common		Subscribed,		Retained		Comprehensive		Noncontrolling		Shareholders’
													Stock		Unissued		Earnings		Loss		Interests		Equity
December 31, 2021													$	456.7	$	—	$	850.3	$	(180.5)	$	5.4	$	1,131.9
Net income						80.1				0.2		80.3						102.2				0.2		102.4
Other comprehensive income								8.2		—		8.2								6.5		0.1		6.6
Stock issued		3.8										3.8		10.4										10.4
Stock purchased		(5.3)								—		(5.3)		(4.1)								(0.3)		(4.4)
Advance payments				(0.5)								(0.5)				1.1								1.1
Dividends declared						(6.8)						(6.8)						(7.0)						(7.0)
June 30, 2021	$	456.3	$	0.6	$	838.7	$	(230.5)	$	4.4	$	1,069.5
March 31, 2022													$	463.0	$	1.1	$	945.5	$	(174.0)	$	5.4	$	1,241.0
Net income						74.3				0.2		74.5						127.6				0.2		127.8
Other comprehensive income (loss)								30.4		(0.1)		30.3
Other comprehensive loss																				(0.1)		(0.1)		(0.2)
Stock issued		3.1								1.1		4.2		3.7										3.7
Stock purchased		(2.9)								—		(2.9)		(4.2)								(0.1)		(4.3)
Advance payments				0.5								0.5				(0.6)								(0.6)
Dividends declared						(6.9)						(6.9)						(6.9)						(6.9)
September 30, 2021	$	456.5	$	1.1	$	906.1	$	(200.1)	$	5.6	$	1,169.2
June 30, 2022													$	462.5	$	0.5	$	1,066.2	$	(174.1)	$	5.4	$	1,360.5

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.

‎

Graybar Electric Company, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Stated in millions, except share and per share data)

(Unaudited)

1. DESCRIPTION OF THE BUSINESS

Graybar Electric Company, Inc. (“Graybar”, “Company”, "we", "our", or "us") is a New York corporation, incorporated in 1925. We are engaged in the distribution of electrical and communications and data networking products and are a provider of related supply chain management and logistics services. We primarily serve customers in the construction, commercial, institutional and government ("CIG"), and industrial & utility vertical markets, with products and services that support new construction, infrastructure updates, building renovation, facility maintenance, repair and operations ("MRO"), and original equipment manufacturers ("OEM"). In our primary role as third-party wholesale distributor, we neither manufacture nor contract to manufacture the products that we sell; however, one of our subsidiaries may contract to manufacture some of its private label lighting fixtures. Our business activity is primarily based in the United States (“U.S.”). We also have subsidiary operations with distribution facilities in Canada and Puerto Rico.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our accounting policies conform to generally accepted accounting principles in the U.S. ("GAAP”) and are applied on a consistent basis among all years presented. ~~Significant~~The full summary of our significant accounting policies ~~are described below.~~is included in our latest Annual Report on Form 10-K for the year ended December 31, 2022.

Basis of Presentation

The unaudited condensed consolidated financial statements included herein have been prepared by Graybar pursuant to the rules and regulations of the U.S. Securities and Exchange Commission applicable to interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that our disclosures are adequate to make the information presented not misleading. The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect reported amounts. Our condensed consolidated financial statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, ~~2021,~~2022, included in our latest Annual Report on Form 10-K.

In the opinion of management, this quarterly report includes all adjustments, consisting of normal recurring accruals and adjustments, necessary for the fair presentation of the condensed consolidated financial statements presented. Results for interim periods are not necessarily indicative of results to be expected for the full year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Graybar and our subsidiary companies. All material intercompany balances and transactions have been eliminated. The ownership interests that are held by owners other than the Company are in subsidiaries owned by the Company and are accounted for and reported as noncontrolling interests.

~~Estimates~~Reclassifications

Certain reclassifications have been made to prior year's financial information to conform to the June 30, 2023 presentation. These changes consisted of disaggregating other non-current assets into separate captions within the December 31, 2022 consolidated balance sheet. The ~~preparation~~reclassifications had no effect on total assets or liabilities as of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from these estimates.December 31, 2022.

~~Revenue Recognition~~Subsequent Events

~~Sales revenue is recognized when performance obligations are satisfied, which is typically upon delivery~~On July 14, 2023, we completed the acquisition of Shepherd Electric Supply, an electrical distributor that serves the Washington-Baltimore metropolitan area, by acquiring 100% of its outstanding equity interests. The acquisition was funded with cash on hand and short-term borrowings. We believe acquiring Shepherd will strengthen our competitive position in the Washington-Baltimore metropolitan area and provide a solid foundation for future growth. Initial purchase accounting of the ~~product to the customer. Sometimes product~~transaction is ~~purchased from the manufacturer~~not yet complete as certain financial records and ~~drop-shipped to the customer. We generally take control~~preliminary valuation of the ~~goods when shipped by~~intangible assets acquired are not yet available. As such, information regarding the ~~manufacturer~~assets acquired and ~~then recognize revenue when control of the product transfers to the customer. Revenues recognized are primarily for product sales, but may also include freight~~liabilities assumed, goodwill, and ~~handling charges. Our standard warehouse shipping terms are FOB shipping point, under which control passes to the customer~~intangible assets cannot be determined at ~~the time of shipment. We also earn revenue for professional services, general contracting services, and storage services. Such service revenue represented less than 1% of net sales for the three~~this time.

~~and nine months ended September 30, 2022 and 2021. Revenue is reported net of all taxes, primarily sales tax, assessed by governmental authorities as a result of revenue-producing transactions.~~

~~Outgoing Freight Expenses~~

~~We record 95% of outgoing freight expenses as a component of selling, general and administrative expenses.~~

~~Cash and Cash Equivalents~~

~~We account for cash on hand, deposits in banks, and other short-term, highly liquid investments with an original maturity of three months or less as cash and cash equivalents.~~

~~Allowance for Credit Losses~~

We perform ongoing credit evaluations of our customers, and a significant portion of our trade receivables is secured by mechanic’s lien or payment bond rights. We maintain allowances to reflect the expected uncollectability of trade receivables based on past collection history pooled on the aging of the receivables, specific risks identified in the receivables portfolio based on current conditions, and expected future economic conditions when necessary. Although actual credit losses have historically been within management’s expectations, additional allowances may be required if the financial condition of our customers were to deteriorate.

~~Merchandise Inventory~~

Our inventory, comprised entirely of finished goods, is stated at the lower of cost (generally determined using the last-in, first-out (“LIFO”) cost method) or market. Inventories valued using the LIFO method comprised 87% of the total inventories at September 30, 2022 and 90% at September 30, 2021. LIFO accounting is a method of accounting that, compared with other inventory accounting methods, generally provides better matching of current costs with current sales.

~~We make provisions for obsolete or excess inventories as necessary to reflect reductions in inventory value.~~

~~Vendor Allowances~~

Our agreements with many of our suppliers provide for us to earn volume incentives based on purchases during the agreement period. Based on the provisions of our vendor agreements, we develop vendor accrual rates by estimating our performance under the agreements and the amounts that will be earned. We perform analyses and review historical trends to ensure the deferred amounts earned are appropriately recorded. Certain vendor agreements contain purchase volume incentives that provide for increased funding when graduated purchase volumes are met. Amounts accrued throughout the year are based on estimates of future activity levels, and could be materially impacted if actual purchase volumes differ. Changes in the estimated amount of incentives are treated as changes in estimate and are recognized in income from operations in the period in which the change in estimate occurs. In the event that the operating performance of our suppliers were to decline, however, there can be no assurance that amounts earned would be paid or that the volume incentives would continue to be included in future agreements.

~~Property and Depreciation~~

Property is recorded at cost. Depreciation is expensed on a straight-line basis over the estimated useful lives of the related assets. Interest costs incurred to finance expenditures for major long-term construction projects are capitalized as part of the asset's historical cost and included in property, then depreciated over the useful life of the asset. Leasehold improvements are amortized over the term of the lease or the estimated useful life of the improvement, whichever is shorter. Expenditures for maintenance and repairs are charged to expense when incurred, while the costs of significant improvements, which extend the useful life of the underlying asset, are capitalized.

~~Fair Value~~

We endeavor to utilize the best available information in measuring fair value. GAAP has established a fair value hierarchy, which prioritizes the inputs used in measuring fair value. The tiers in the hierarchy include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own data inputs and assumptions. We have used fair value measurements to value our pension plan assets.

~~Foreign Currency Exchange Rate~~

The functional currency for our Canadian subsidiary is the Canadian dollar. Accordingly, its balance sheet amounts are translated at the exchange rates in effect at the end of each reporting period and its statements of income amounts are translated at the average rates of exchange prevailing during the current period. Currency translation adjustments are included in accumulated other comprehensive loss.

~~Goodwill~~

Our goodwill is not amortized, but rather tested annually for impairment. Goodwill is reviewed annually in the fourth quarter and when circumstances or other events might indicate that impairment may have occurred. We first perform a qualitative assessment of goodwill impairment. The qualitative assessment considers several factors including the excess fair value over carrying value as of the last quantitative impairment test, the length of time since the last fair value measurement, the current carrying value, market conditions, actual performance compared to forecasted performance, and the current business outlook. If the qualitative assessment indicates that it is more likely than not that goodwill is impaired, the reporting unit would then be quantitatively tested for impairment. If a quantitative assessment would be required, the fair value would be determined using a variety of assumptions including estimated future cash flows of the reporting unit and applicable discount rates.

~~Definite Lived Intangible Assets~~

The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Customer relationships, trade names and other non-contractual intangible assets with determinable lives are amortized over periods generally ranging from 3 to 20 years. Intangible assets are tested for impairment if events or circumstances occur indicating that the respective asset might be impaired.

~~Income Taxes~~

Our income tax provision is recorded in accordance with a full-year forecasted rate methodology, including discrete items in the periods in which they occur. We recognize deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in the financial statements or tax returns. A deferred tax asset or liability results from the temporary difference between an item’s carrying value as reflected in the financial statements and its tax basis, and is calculated using enacted applicable tax rates. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance, when recorded, are included in the provision for income taxes in the condensed consolidated financial statements. We classify interest expense and penalties as part of our provision for income taxes based upon applicable federal and state interest/underpayment percentages. We assess uncertainty regarding tax positions taken in previously filed returns and record reserves in accordance with the guidance under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740-10, "Accounting for Uncertainty in Income Taxes".

~~Other Postretirement Benefits~~

We account for postretirement benefits other than pensions by accruing the costs of benefits to be provided over the eligible employees’ periods of active service. These costs are determined on an actuarial basis. Our condensed consolidated balance sheets reflect the funded status of postretirement benefits.

~~Pension Plan~~

We sponsor a noncontributory defined benefit pension plan accounted for by accruing the cost to provide the benefits over the eligible employees’ periods of active service. These costs are determined on an actuarial basis. Our condensed consolidated balance sheets reflect the funded status of the defined benefit pension plan.

~~Leases~~

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities, and non-current operating lease liabilities on our condensed consolidated balance sheets. Amounts related to finance leases are included in property, current portion of long-term debt, and long-term debt on our condensed consolidated balance sheets. ROU assets and lease liabilities are recognized and measured on the date the underlying asset is made available to us.

118

~~Operating lease ROU assets~~

We also amended the Prudential Shelf Agreement on July 20, 2023, as defined in Note 5, “Debt”. The amendment, among other things, increased availability under the Prudential Shelf Agreement from $100.0 million to $200.0 million and ~~operating lease liabilities are recognized based on~~extended the ~~present value~~issuance period to August 2026. The other material terms of the future minimum lease payments over the lease term at commencement date. We use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

For certain leases, such as real estate and information technology (“IT”) equipment, we account for the lease and non-lease components as a single lease component. For all other leases, we account for the lease and non-lease components separately. Leases with a term of twelve months or less are not recorded on the condensed consolidated balance sheets. Lease expenses associated with short-term leases are immaterial and are recorded in the condensed consolidated statements of income in selling, general and administrative expenses. Additionally, for certain vehicle leases, we apply a portfolio approach to account for the operating lease ROU assets and liabilities.

~~Non-operating Expenses~~

Non-operating expenses are comprised of interest expense, net and non-service cost components of the net periodic benefit cost for the pension and other postretirement benefit plans. The non-service cost components include interest cost, expected return on plan assets, amortization of net actuarial gains/losses, amortization of prior service costs/gains, and charges due to settlement of certain plan liabilities.Prudential Shelf Agreement remain unchanged.

New Accounting Standards

In ~~March 2020,~~September 2022, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU” or “Update”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” that provides temporary relief to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative rates. This Update is effective for all entities as of March 12, 2020 through December 31, 2022. The guidance on contract modifications, which is applicable to Graybar, can be applied prospectively from any date beginning March 12, 2020 and may also be applied to modifications of existing contracts made earlier in the interim period that includes March 12, 2020. We have evaluated the impact of the adoption of the Update on our contracts and our consolidated financial statements. We do not engage in hedging transactions and we have the option under our Amended Credit Agreement, as defined in Note 5, “Debt”, to continue to use LIBOR until June 30, 2023. As such, this Update does not have a material impact on our contracts and our consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires companies to apply ASC 606, “Revenue from Contracts with Customers” to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. This creates an exception to the general recognition and measurement principle in ASC 805, which uses fair value. The guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted and the guidance should be applied prospectively. We are currently evaluating the impact of adopting the Update on our consolidated financial statements, and the adoption would be dependent upon whether we pursue any acquisitions in the future.

~~In September 2022, the FASB issued ASU~~ 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires entities to disclose the key terms of supplier finance programs used in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. This Update does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The Update is effective for all entities for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, except for the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023. ~~Early adoption is permitted, and~~The guidance ~~shall~~would be applied retrospectively, other than the rollforward requirement, which ~~shall~~would be applied prospectively. WeWhile we do not have a supplier finance program currently in place, we are ~~currently~~considering introducing a supplier finance program in 2023 and, therefore, are simultaneously evaluating the impact of adopting the Update on our consolidated financial statements.

In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” which provides final guidance that defers the sunset date for applying the reference rate reform relief in ASC 848 to December 31, 2024, from December 31, 2022. The guidance is effective upon issuance. We have transitioned to the Secured Overnight Financing Rate (“SOFR”) as our reference rate effective March 29, 2023, as described in Note 5, “Debt”. The adoption of this Update did not have a material impact on our consolidated financial statements.

3. REVENUE

The following table summarizes the percentages of our net sales attributable to each of our vertical markets for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Construction	56.1	%	59.1	%	56.9	%	58.7	%	57.5	%	56.9	%	56.9	%	57.2	%
CIG	26.2		25.5		25.7		25.7		24.6		26.0		24.8		25.6
Industrial & Utility	17.7		15.4		17.4		15.6		17.9		17.1		18.3		17.2
Total net sales	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

Certain reclassifications have been made to the vertical market assigned to customers in the prior year’s information to conform to the June 30, 2023 presentation.

We had no material contract assets, contract liabilities, or deferred contract costs recorded on the condensed consolidated balance sheet as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. In addition, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period iswas not material.

4. INCOME TAXES

Our total provision for income taxes was ~~$43.7~~$43.6 million and ~~$123.1~~$87.5 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively. We record our income tax provision using a full-year forecasted methodology, including discrete items in the period in which they occur. Our year-to-date effective tax rate was ~~25.7%~~26.0% for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~25.2%~~25.6% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Our federal income tax returns for the tax years 2019 and forward are available for examination by the U.S. Internal Revenue Service (“IRS”). The statute of limitations for the ~~2018~~2019 federal return ~~expired~~will expire on October 15, ~~2022.~~2023, unless extended by consent. Our state income tax returns for ~~2017~~2018 through ~~2021~~2022 remain subject to examination by various state authorities with the latest period closing on December 31, ~~2026.~~2027. We have not extended the statutes of limitations in any state jurisdictions with respect to years prior to ~~2017.~~ 2018.

On August 16, 2022, President Biden signed H.R. 5376, the Inflation Reduction Act of 2022 (“IRA”). This legislation includes a 15% corporate alternative minimum tax, a 1% excise tax on stock buybacks and a two-year extension of the excess business loss limitation rules among its key tax provisions effective for years beginning after December 31, 2022. We are continuing to evaluate the existing guidance but do not anticipate a material impact to the Company, as historical earnings do not exceed applicable thresholds and we are not a “covered corporation” as defined under IRA. We will continue to monitor other IRA provisions relating to energy production investment incentives and Medicare cost reduction, as authoritative guidance becomes available.

5. DEBT

Revolving Credit Facility

At ~~September 30, 2022 and~~ December 31, ~~2021,~~2022, we, along with Graybar Canada Limited, our Canadian operating subsidiary ("Graybar Canada"), had an unsecured, five-year, $750.0 million committed revolving credit agreement maturing in August 2026 with Bank of America, N.A. and the other lenders named therein (the ~~"Amended~~"Revolving Credit ~~Agreement")~~Facility "), which ~~includes~~included a combined letter of credit sub-facility of up to $25.0 million, a U.S. swing-line loan facility of up to $75.0 million, and a Canadian swing-line loan facility of up to $20.0 million. The ~~Amended~~Revolving Credit ~~Agreement includes~~Facility included a $100.0 million sublimit (in U.S. or Canadian dollars) available for borrowings by Graybar Canada. Our borrowing availability under the facility is reduced by the amount of borrowings by Graybar Canada, but we may use the sublimit amount to increase our borrowings, to the extent available. If we were to use available borrowings under the ~~Amended~~Revolving Credit ~~Agreement~~Facility that included the sublimit amount, then Graybar Canada’s available capacity would be reduced by our use of such amount. The ~~Amended~~Revolving Credit ~~Agreement contains~~Facility contained an accordion feature, which ~~allows~~allowed us to request increases in the aggregate borrowing commitments of up to $375.0 million.

On March 29, 2023, we, along with Graybar Canada, amended the Revolving Credit Facility, pursuant to the terms and conditions of a Fifth Amendment to Credit Agreement, dated as of March 29, 2023 (the “Amended Credit Agreement”), by and among Graybar, as parent borrower, Graybar Canada Limited, as a borrower, the lenders party thereto, Bank of America, N.A. as Domestic Administrative Agent, Domestic Swing Line Lender and Domestic L/C Issuer and Bank of America, N.A., acting through its Canada Branch, as Canadian Administrative Agent, Canadian Swing Line Lender and Canadian L/C Issuer.

The Amended Credit Agreement replaced the London Interbank Offered Rate (“LIBOR”)-based Eurodollar reference interest rate with a reference interest rate based on Term SOFR and introduced transition language for the Canadian Dealer Offered Rate (“CDOR”), in anticipation of the eventual discontinuation of CDOR, which is expected to be on or before June 28, 2024. Our borrowing availability remains unchanged under the Amended Credit Agreement.

The Amended Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on us and all but certain of our subsidiaries with respect to indebtedness (with specified, limited exceptions), liens, changes in the nature of our business, investments, mergers and acquisitions, issuance of equity securities, dispositions of assets and dissolution of certain subsidiaries, transactions with affiliates, as well as securitizations, factoring transactions, and transactions with sanctioned parties or in violation of certain US or Canadian anti-corruption and anti-money laundering laws. There are also maximum

leverage ratio and minimum interest coverage ratio financial covenants to which we will be subject during the term of the Amended Credit Agreement.

We were in compliance with all covenants under the Amended Credit Agreement and Revolving Credit Facility, respectively, as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

There were ~~$41.2~~$13.0 million in short-term borrowings as of ~~September~~June 30, ~~2022,~~2023, of which ~~$37.0 million~~all were under the Amended Credit Agreement. There were ~~$124.2~~$31.6 million in short-term borrowings as of December 31, ~~2021,~~2022, of which ~~all~~$30.0 million were under the ~~Amended~~Revolving Credit ~~Agreement.~~Facility.

Short-term borrowings outstanding during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 ranged from no short-term borrowings to a maximum of ~~$173.1~~$175.0 million. Short-term borrowings outstanding during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 ranged from ~~no short-term borrowings~~a minimum of $33.1 million to a maximum of ~~$50.0~~$173.1 million.

At ~~September~~June 30, ~~2022,~~2023, we had unused lines of credit under the Amended Credit Agreement amounting to ~~$711.1~~$735.1 million available, compared to ~~$625.4~~$718.1 million at December 31, ~~2021.~~2022 under the Revolving Credit Facility. These lines are available to meet our short-term cash requirements and are subject to annual fees of up to 40 basis points (0.40%).

Interest expense, net was ~~$0.8~~$1.5 million and ~~$0.6~~$0.7 million for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Interest expense, net was ~~$2.3~~$2.4 million and ~~$1.0~~$1.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Private Placement Shelf Agreements

~~We have~~At June 30, 2023, we had an uncommitted, unsecured $100.0 million private placement shelf agreement (the “Prudential Shelf Agreement”) with PGIM, Inc., which iswas expected to allow us to issue senior promissory notes to affiliates of PGIM, Inc. at fixed rate terms to be agreed upon at the time of any issuance during a three-year issuance period ending in August 2023. On July 20, 2023, we amended the Prudential Shelf Agreement. The amendment, among other things, increased availability under the Prudential Shelf

Agreement from $100.0 million to $200.0 million and extended the issuance period to August 2026. The other material terms of the Prudential Shelf Agreement were unchanged.

We also have an uncommitted, unsecured $150.0 million private placement shelf agreement (the "MetLife Shelf Agreement") with MetLife Investment Management, LLC (formerly known as MetLife Investment Advisors, LLC), and MetLife Investment Management Limited (collectively, “MetLife”) and each other MetLife affiliate that becomes a party to the agreement. The MetLife Shelf Agreement is expected to allow us to issue senior promissory notes to MetLife at fixed or floating rate economic terms to be agreed upon at the time of issuance during a three-year issuance period ending in June 2024.

We remain obligated under a most favored lender clause which is designed to ensure that any notes in the future under the Prudential Shelf Agreement and MetLife Shelf Agreement will continue to be of equal ranking with indebtedness under our Amended Credit Agreement.

No notes have been issued under either the Prudential Shelf Agreement or the MetLife Shelf Agreement as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

Each shelf agreement contains representations and warranties of the Company and the applicable lender, events of default and affirmative and negative covenants, customary for agreements of this type. These covenants are substantially similar to those contained in the Amended Credit Agreement, subject to a number of exceptions and qualifications set forth in the applicable shelf agreement. All outstanding obligations of Graybar under one or both of these agreements may be declared immediately due and payable upon the occurrence of an event of default.

We were in compliance with all covenants under the Prudential Shelf Agreement and the MetLife Shelf Agreement as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

Letters of Credit

We had total letters of credit of ~~$7.6~~$7.7 million outstanding at ~~September~~June 30, ~~2022,~~2023, of which $1.9 million were issued under the Amended Credit Agreement. We had total letters of credit of ~~$6.1~~$7.8 million outstanding at December 31, ~~2021,~~2022, of which ~~$0.4~~$1.9 million ~~was~~were issued under the ~~Amended~~Revolving Credit ~~Agreement.~~Facility. The letters of credit are issued primarily to support certain workers' compensation insurance policies and support performance under certain customer contracts.

6. PENSION AND OTHER POSTRETIREMENT BENEFITS

We have a noncontributory defined benefit pension plan (the "Pension Plan") covering substantially all employees first hired prior to July 1, 2015 after the completion of one year of service and 1,000 hours of service. The Pension Plan provides retirement benefits

based on an employee’s final average earnings and years of service. A supplemental benefit plan provides nonqualified pension benefits for compensation in excess of the IRS compensation limits applicable to the Pension Plan and eligible compensation deferred by a participant.

Our funding policy is to make contributions to the Pension Plan, provided that the total annual contributions will not be less than the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Pension Protection Act of 2006 minimums or greater than the maximum tax-deductible amount, to review the contribution and funding strategy on a regular basis, and to allow discretionary contributions to be made by us from time to time. The assets of the Pension Plan are invested primarily in fixed income investments and equity securities. We pay nonqualified pension benefits when they are due according to the terms of the supplemental benefit plan.

We provide certain postretirement healthcare and life insurance benefits to retired employees. Substantially all of our employees hired or rehired prior to 2014 may become eligible for postretirement medical benefits if they reach the age and service requirements of the retiree medical plan and retire on a pension (except a deferred pension) under the Pension Plan. Medical benefits are self-insured and claims are administered through a third party administrator. The cost of coverage is determined based on the annual projected plan costs. The participant's premium or cost is determined based on Company guidelines. Postretirement life insurance benefits are insured through an insurance company. We fund postretirement benefits as incurred, and accordingly, there were no assets held in the postretirement benefits plan at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

The net periodic benefit cost for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 included the following components:



	Pension Benefits				Postretirement Benefits				Pension Benefits				Postretirement Benefits
	Three Months Ended				Three Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				June 30,				June 30,
Components of Net Periodic Benefit Cost	2022		2021		2022		2021		2023		2022		2023		2022
Selling, general and administrative expenses:
Service cost	$	7.0	$	7.7	$	0.5	$	0.5	$	6.3	$	6.9	$	0.4	$	0.5
Total selling, general and administrative expenses	$	7.0	$	7.7	$	0.5	$	0.5	$	6.3	$	6.9	$	0.4	$	0.5
Non-operating expenses:
Interest cost	$	5.9	$	6.0	$	0.5	$	0.4	$	7.9	$	5.9	$	0.8	$	0.5
Expected return on plan assets		(7.6)		(7.8)		—		—		(7.2)		(7.5)		—		—
Amortization of net actuarial loss		5.7		8.4		0.1		0.2		0.3		5.7		—		0.2
Settlement charge		15.9		16.7		—		—
Total non-operating expenses	$	19.9	$	23.3	$	0.6	$	0.6	$	1.0	$	4.1	$	0.8	$	0.7
Net periodic benefit cost	$	26.9	$	31.0	$	1.1	$	1.1	$	7.3	$	11.0	$	1.2	$	1.2



	Pension Benefits				Postretirement Benefits				Pension Benefits				Postretirement Benefits
	Nine Months Ended				Nine Months Ended				Six Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
Components of Net Periodic Benefit Cost	2022		2021		2022		2021		2023		2022		2023		2022
Selling, general and administrative expenses:
Service cost	$	21.0	$	22.9	$	1.5	$	1.6	$	12.2	$	14.0	$	0.7	$	1.0
Total selling, general and administrative expenses	$	21.0	$	22.9	$	1.5	$	1.6	$	12.2	$	14.0	$	0.7	$	1.0
Non-operating expenses:
Interest cost	$	17.9	$	17.9	$	1.5	$	1.3	$	15.9	$	12.0	$	1.7	$	1.0
Expected return on plan assets		(22.8)		(23.2)		—		—		(14.5)		(15.2)		—		—
Amortization of net actuarial loss		17.1		25.3		0.4		0.6		0.6		11.4		—		0.3
Settlement charge		15.9		16.7		—		—
Total non-operating expenses	$	28.1	$	36.7	$	1.9	$	1.9	$	2.0	$	8.2	$	1.7	$	1.3
Net periodic benefit cost	$	49.1	$	59.6	$	3.4	$	3.5	$	14.2	$	22.2	$	2.4	$	2.3

During the nine months ended September 30, 2022 and 2021, we made lump-sum pension benefit distributions exceeding the cumulative amount of service and interest cost components of the net periodic pension cost for the year. Accordingly, we recorded a non-cash pension settlement charge of $15.9 million and $16.7 million in non-operating expenses on our condensed consolidated

statements of income for the nine months ended September 30, 2022 and 2021, respectively. This settlement charge represented the immediate recognition into expense of a portion of the unrecognized loss within accumulated other comprehensive loss in proportion to the share of the projected benefit obligation that was settled by the lump-sum pension benefit distributions.

We made qualified and nonqualified pension contributions totaling ~~$22.8 million during the three-month period ended September 30, 2022 and contributions totaling~~ $10.0 million during the three-month ~~period~~periods ended ~~September~~June 30, ~~2021.~~2023 and 2022. Contributions made during the ~~nine-month~~six-month periods ended ~~September~~June 30, 2023 and 2022 ~~and 2021~~ totaled ~~$44.8~~$23.9 million and ~~$31.6~~$22.0 million, respectively. ~~No additional~~Additional contributions of $20.0 million are expected to be paid during the remainder of ~~2022,~~2023, but may change at our discretion.

7. CAPITAL STOCK

Our common stock is 100% owned by active and retired employees, and there is no public trading market for our common stock. Since 1928, substantially all of the issued and outstanding shares of common stock have been held of record by voting trustees under successive voting trust agreements. A new Voting Trust Agreement was established effective March 3, 2017, which expires by its terms on March 1, 2027 because under applicable New York law, a voting trust may not have a term greater than ten years. At ~~September~~June 30, ~~2022,~~2023, approximately 83% of our outstanding common stock was held in the voting trust. The participation of shareholders in the voting trust is voluntary at the time the voting trust is created, but is irrevocable during its term. Shareholders who elect not to participate in the voting trust hold their common stock as shareholders of record. Shareholders may elect to participate in the voting trust at any time during the term of the voting trust.

No holder of our common stock or voting trust interests representing our common stock ("common stock", "common shares", or "shares") may sell, transfer or otherwise dispose of any shares without first offering us the option to purchase those shares at the price at which they were issued. We also have the option to purchase at the issue price the common shares of any shareholder who ceases to be an employee for any reason other than death or "retirement" (as defined in our amended restated certificate of incorporation), and on the first anniversary of any holder's death. In the past, we have always exercised these purchase options, and we expect to continue to do so in the foreseeable future. However, we can make no assurance that we will continue to exercise our purchase option in the future. All outstanding shares have been issued at $20.00 per share.

Cash dividends paid were ~~$7.0~~$8.1 million and $6.9 million for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Cash dividends paid were ~~$20.9~~$16.1 million and ~~$20.6~~$13.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

We also have authorized 10,000,000 shares of Delegated Authority Preferred Stock (“preferred stock”), par value one cent ($0.01). The preferred stock may be issued in one or more series, with the designations, relative rights, preferences, and limitations of shares of each such series being fixed by a resolution of our Board of Directors. There were no shares of preferred stock outstanding at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022.

8. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table represents amounts reclassified from accumulated other comprehensive loss for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:



	Three Months Ended September 30, 2022		Three Months Ended ‎September 30, 2021		Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
	Amortization of Pension ‎and Other ‎Postretirement Benefits Items		Amortization of Pension ‎and Other ‎Postretirement Benefits Items		Amortization of Pension ‎and Other ‎Postretirement Benefits Items		Amortization of Pension ‎and Other ‎Postretirement Benefits Items
	Actuarial ‎Losses ‎Recognized		Actuarial ‎Losses ‎Recognized		Actuarial ‎Losses ‎Recognized		Actuarial ‎Losses ‎Recognized
Affected Line in Condensed Consolidated Statement of Income:
Non-operating expenses^(A)	$	21.7	$	25.3	$	0.3	$	5.9
Tax benefit		(5.6)		(6.5)		(0.1)		(1.6)
Total reclassifications for the period, net of tax	$	16.1	$	18.8	$	0.2	$	4.3

^(A) ~~A settlement charge of $15.9 million and $16.7 million is included in 2022 and 2021 non-operating expenses, respectively.~~

The following table represents amounts reclassified from accumulated other comprehensive loss for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:



	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
	Amortization of Pension ‎and Other ‎Postretirement Benefits Items		Amortization of Pension ‎and Other ‎Postretirement Benefits Items		Amortization of Pension ‎and Other ‎Postretirement Benefits Items		Amortization of Pension ‎and Other ‎Postretirement Benefits Items
	Actuarial ‎Losses ‎Recognized		Actuarial ‎Losses ‎Recognized		Actuarial ‎Losses ‎Recognized		Actuarial ‎Losses ‎Recognized
Affected Line in Condensed Consolidated Statement of Income:
Non-operating expenses^(B)	$	33.4	$	42.6	$	0.6	$	11.7
Tax benefit		(8.6)		(11.0)		(0.2)		(3.0)
Total reclassifications for the period, net of tax	$	24.8	$	31.6	$	0.4	$	8.7

^(B) ~~A settlement charge of $15.9 million and $16.7 million is included in 2022 and 2021 non-operating expenses, respectively.~~13

The following table represents the activity included in accumulated other comprehensive loss for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:

Three Months Ended
September 30, 2022
Three Months Ended
September 30, 2021
Foreign
‎Currency
Pension and Other Postretirement
‎Benefits
Total
Foreign
‎Currency
Pension and Other Postretirement
‎Benefits
Total
Beginning balance July 1,
$
(7.3)
$
(166.8)
$
(174.1)
$
(1.7)
$
(228.8)
$
(230.5)
Other comprehensive loss before reclassifications
(9.4)
—
(9.4)
(3.3)
—
(3.3)
Amounts reclassified from accumulated other comprehensive income (net of tax $(5.6) and $(6.5))
—
16.1
16.1
—
18.8
18.8
Actuarial (loss) gain (net of tax of $0.1 and $(5.1))
—
(0.4)
(0.4)
—
14.9
14.9
Net current-period other comprehensive (loss) income
(9.4)
15.7
6.3
(3.3)
33.7
30.4
Ending balance September 30,
$
(16.7)
$
(151.1)
$
(167.8)
$
(5.0)
$
(195.1)
$
(200.1)



	Three Months Ended ‎June 30, 2023						Three Months Ended ‎June 30, 2022
	Foreign ‎Currency		Pension and Other Postretirement ‎Benefits		Total		Foreign ‎Currency		Pension and Other Postretirement ‎Benefits		Total
Beginning balance April 1,	$	(14.5)	$	(138.0)	$	(152.5)	$	(2.9)	$	(171.1)	$	(174.0)
Other comprehensive income (loss) before reclassifications		3.5		—		3.5		(4.4)		—		(4.4)
Amounts reclassified from accumulated other comprehensive income (net of tax $(0.1) and $(1.6))		—		0.2		0.2		—		4.3		4.3
Net current-period other comprehensive income (loss)		3.5		0.2		3.7		(4.4)		4.3		(0.1)
Ending balance June 30,	$	(11.0)	$	(137.8)	$	(148.8)	$	(7.3)	$	(166.8)	$	(174.1)

The following table represents the activity included in accumulated other comprehensive loss for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:

Nine Months Ended
September 30, 2022
Nine Months Ended
September 30, 2021
Foreign
‎Currency
Pension and Other Postretirement
‎Benefits
Total
Foreign
‎Currency
Pension and Other Postretirement
‎Benefits
Total
Beginning balance January 1,
$
(5.0)
$
(175.5)
$
(180.5)
$
(5.1)
$
(241.6)
$
(246.7)
Other comprehensive (loss) income before reclassifications
(11.7)
—
(11.7)
0.1
—
0.1
Amounts reclassified from accumulated other comprehensive income (net of tax $(8.6) and $(11.0))
—
24.8
24.8
—
31.6
31.6
Actuarial (loss) gain (net of tax of $0.1 and $(5.1))
—
(0.4)
(0.4)
—
14.9
14.9
Net current-period other comprehensive (loss) income
(11.7)
24.4
12.7
0.1
46.5
46.6
Ending balance September 30,
$
(16.7)
$
(151.1)
$
(167.8)
$
(5.0)
$
(195.1)
$
(200.1)



	Six Months Ended ‎June 30, 2023						Six Months Ended ‎June 30, 2022
	Foreign ‎Currency		Pension and Other Postretirement ‎Benefits		Total		Foreign ‎Currency		Pension and Other Postretirement ‎Benefits		Total
Beginning balance January 1,	$	(14.6)	$	(138.2)	$	(152.8)	$	(5.0)	$	(175.5)	$	(180.5)
Other comprehensive income (loss) before reclassifications		3.6		—		3.6		(2.3)		—		(2.3)
Amounts reclassified from accumulated other comprehensive income (net of tax $(0.2) and $(3.0))		—		0.4		0.4		—		8.7		8.7
Net current-period other comprehensive income (loss)		3.6		0.4		4.0		(2.3)		8.7		6.4
Ending balance June 30,	$	(11.0)	$	(137.8)	$	(148.8)	$	(7.3)	$	(166.8)	$	(174.1)

9. COMMITMENTS AND CONTINGENCIES

We are subject to various claims, disputes, and administrative and legal matters incidental to our past and current business activities. As a result, contingencies arise resulting from an existing condition, situation, or set of circumstances involving an uncertainty as to the realization of a possible loss.

We have in place insurance coverage for litigation defense and claim settlement costs incurred in connection with our asbestos claims. We estimate the value of probable insurance recoveries associated with our asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage. We estimate the future payments for litigation defense and claim settlement costs based on our historical liabilities and current and projected caseloads. At June 30, 2023 and December 31, 2022, we had $2.5 million and $41.5 million of insurance receivables recorded in other current assets and other non-current assets, respectively, and $2.5 million and $41.5 million recorded in other current liabilities and other non-current liabilities, respectively, related to our asbestos litigation defense and claims settlement reserve.

Estimated loss contingencies are accrued only if the loss is probable and the amount of the loss can be reasonably estimated. With respect to a particular loss contingency, it may be probable that a loss has occurred but the estimate of the loss is a wide range. If we deem an amount within the range to be a better estimate than any other amount within the range, that amount will be accrued. However, if no amount within the range is a better estimate than any other amount, the minimum amount of the range is accrued. While we believe that none of these claims, disputes, administrative, and legal matters will have a material adverse effect on our financial position, these matters are uncertain and we cannot at this time determine whether the financial impact, if any, of these matters will be material to our results of operations in the period in which such matters are resolved or a better estimate becomes available.

10. ACQUISITION

On May 1, 2023, we completed an acquisition for a preliminary purchase price of $157.5 million in cash, net of cash acquired. Since the date of acquisition, the acquired subsidiary results are reflected in our condensed consolidated financial statements. Pro forma results of the acquisition were not material; therefore, they are not presented.

1815

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our accompanying unaudited condensed consolidated financial statements and notes thereto, and our audited consolidated financial statements, notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended December 31, ~~2021,~~2022, included in our Annual Report on Form 10-K for such period as filed with the United States Securities and Exchange Commission (the “Commission”). The results shown herein are not necessarily indicative of the results to be expected in any future periods.

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes”, “projects”, “expects”, “anticipates”, “estimates”, “intends”, “strategy”, “plan”, “may”, “will”, “would”,

“will be”, “will continue”, “will likely result”, and other similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the PSLRA. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse impact on our operations and future prospects on a consolidated basis include, but are not limited to: general economic conditions, particularly in the residential, commercial, and industrial building construction industries; a sustained interruption in the operation of our information systems; ~~the ongoing impact of the coronavirus (COVID-19) pandemic;~~ volatility in the prices of industrial commodities; cyber-attacks; increased funding requirements and expenses related to our pension plan; disruptions in our sources of supply; a pandemic, epidemic, or other public health emergency similar to the recent COVID-19 pandemic; the inability, or limitations on our ability, to borrow under our existing credit facilities or any replacements thereof; adverse legal proceedings or other claims; compliance with changing governmental regulations; and the inability, or limitations on our ability, to raise debt or equity capital. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless otherwise required by applicable securities law. Further information concerning our business, including additional factors that could materially impact our financial results, is included herein and in our other filings with the Commission. Actual results and the timing of events could differ materially from the forward-looking statements as a result of certain factors, a number of which are outlined in Item 1A., “Risk Factors”, of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

All dollar amounts, except per share data, are stated in millions in the following discussion and accompanying tables.

Background

Graybar Electric Company, Inc. (“Graybar”, “Company”, "we", "our", or "us") is a New York corporation, incorporated in 1925. We are engaged in the distribution of electrical and communications and data networking products and are a provider of related supply chain management and logistics services. We primarily serve customers in the construction, commercial, institutional and government ("CIG"), and industrial & utility vertical markets, with products and services that support new construction, infrastructure updates, building renovation, facility maintenance, repair and operations ("MRO"), and original equipment manufacturers ("OEM"). In our primary role as third-party wholesale distributor, we neither manufacture nor contract to manufacture the products that we sell; however, one of our subsidiaries may contract to manufacture some of its private label lighting fixtures. Our business activity is primarily based in the United States ("U.S."). We also have subsidiary operations with distribution facilities in Canada and Puerto Rico.

Our common stock is 100% owned by active and retired employees, and there is no public trading market for our common stock. No holder of our common stock or voting trust interests representing our common stock (“common stock”, “common shares”, or “shares”) may sell, transfer, or otherwise dispose of any shares without first offering us the option to purchase those shares at the price at which they were issued. We also have the option to purchase at the issue price the common shares of any shareholder who ceases to be an employee for any reason other than death or "retirement" (as defined in our amended restated certificate of incorporation), and on the first anniversary of any holder's death. In the past, we have always exercised these purchase options, and we expect to continue to do so in the foreseeable future. However, we can make no assurance that we will continue to exercise our purchase option in the future. All outstanding shares have been issued at $20.00 per share.

Business Overview

We set a new quarterly sales record in the second quarter of 2023. Our net sales for the ~~third~~second quarter of 2023 totaled $2,792.1 million, compared to $2,672.6 million for the second quarter of 2022, ~~totaled $2,789.7 million,~~ an increase of ~~$476.3~~$119.5 million, or ~~20.6%, from net sales of $2,313.4 million for the third quarter of 2021, a new quarterly net sales record.~~4.5%. Gross margin for the ~~third quarter of 2022 increased~~

1916

~~$137.8~~second quarter of 2023 increased $21.1 million, or ~~31.6%~~3.9%, to ~~$574.2~~$560.9 million, compared to gross margin of ~~$436.4~~$539.8 million for the same three-month period ended ~~September~~June 30, 2021. Several factors contributed to the increase in net sales and gross margin, including price inflation, favorable sales mix, favorable vendor allowances, and a sustained focus on sales and gross margin initiatives. As a result, our2022. Our gross margin rate ~~increased~~decreased slightly to ~~20.6%~~20.1% for the ~~third~~second quarter of ~~2022,~~2023, compared to ~~18.9%~~20.2% for the ~~third~~second quarter of ~~2021.~~2022.

Selling, general and administrative (“SG&A”) expenses increased ~~$60.7~~$24.9 million, or ~~19.6%~~7.1%, to ~~$369.7~~$375.6 million for the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$309.0~~$350.7 million for the three months ended ~~September~~June 30, ~~2021,~~2022, primarily due to higher compensation, rent, and ~~benefit-related expenses and higher outgoing freight expenses.~~maintenance costs. SG&A as a percentage of net sales ~~decreased~~increased to ~~13.2%~~13.5% for the ~~third~~second quarter of ~~2022,~~2023, compared to ~~13.4%~~13.1% for the same three-month period in ~~2021.~~2022.

Income from operations ~~increased $67.9~~decreased $6.3 million, or ~~55.0%~~3.6%, to ~~$191.3~~$171.1 million for the three months ended ~~September~~June 30, ~~2022,~~2023, from ~~$123.4~~$177.4 million for the same three-month period last year. ~~Our~~Since the increase in gross margin ~~partially offset by~~was less than the increase in SG&A expenses, contributed to this improvement. As a result, the total provision for income taxes increased $19.3 million, or 79.1%, to $43.7 million for the three months ended September 30, 2022, from $24.4 million for the same three-month period last year.

For the three months ended September 30, 2022, we recorded a non-cash pension settlement charge of $15.9 million compared to a non-cash pension settlement charge of $16.7 million that was recognized in the third quarter of 2021. A pension settlement charge is required when the cost of all settlements during the year is greater than the sum of the service and interest cost components of the annual net ~~periodic pension cost.~~

~~Net~~ income attributable to Graybar for the three months ended ~~September~~June 30, ~~2022 was $126.1 million, an increase of $51.8~~2023 decreased by $3.4 million, or ~~69.7%~~2.7%, to $124.2 million for the three months ended June 30, 2023, compared to ~~$74.3~~$127.6 million for the same three-month period last year.

Net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 were ~~$7,844.1~~$5,464.7 million, an increase of ~~$1,397.8~~$410.3 million, or ~~21.7%~~8.1%, from net sales of ~~$6,446.3~~$5,054.4 million for the same ~~nine-month~~six-month period last year. Gross margin for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was ~~$1,593.3~~$1,107.8 million, an increase of ~~$373.2~~$88.7 million, or ~~30.6%~~8.7%, compared to gross margin of ~~$1,220.1~~$1,019.1 million for the same ~~nine-month~~six-month period last year. Gross margin rate was 20.3% for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022,~~2023, compared to ~~18.9%~~20.2% for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2021.~~

2022. Net income attributable to Graybar for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was ~~$355.9~~$249.0 million, an increase of ~~$154.3~~$19.2 million, or ~~76.5%~~8.4%, from net income attributable to Graybar of ~~$201.6~~$229.8 million for the same ~~nine-month~~six-month period last year.

~~While~~We continue to see demand for our products and services, ~~remains steady,~~even as the markets we serve ~~continue to be~~are affected by ~~variables such as supply chain constraints, raw material shortages, price inflation,~~ rising interest rates, ~~geopolitical tensions,~~skilled laborshortages and ~~labor issues.~~economic uncertainty. Overall supply chain conditions are improving, although ongoing challenges persist for some product categories. As we ~~monitor and adapt to changing economic conditions,~~move forward, we remain focused on providing exceptional service to our customers, minimizing potential risks, and managing our business wisely. We are also ~~continue to invest~~preparing for the future by investing in people, process improvement, and technology to ~~support~~transform our ~~growth and profitability,~~business, while we pursue ~~new~~ opportunities to broadenour reach, expand our capabilities, and strengthen our long-term position as ~~a leader in supply chain innovation.~~an industry leader.

Consolidated Results of Operations

Three Months Ended ~~September~~June 30, ~~2022~~2023 Compared to Three Months Ended ~~September~~June 30, ~~2021~~2022

The following table sets forth certain information relating to our operations stated in millions of dollars and as a percentage of net sales for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:



	Three Months Ended ‎September 30, 2022				Three Months Ended ‎September 30, 2021				Three Months Ended ‎June 30, 2023				Three Months Ended ‎June 30, 2022
	Dollars		Percent		Dollars		Percent		Dollars		Percent		Dollars		Percent
Net Sales	$	2,789.7	100.0	%	$	2,313.4	100.0	%	$	2,792.1	100.0	%	$	2,672.6	100.0	%
Cost of merchandise sold		(2,215.5)	(79.4)			(1,877.0)	(81.1)			(2,231.2)	(79.9)			(2,132.8)	(79.8)
Gross Margin		574.2	20.6			436.4	18.9			560.9	20.1			539.8	20.2
Selling, general and administrative expenses		(369.7)	(13.2)			(309.0)	(13.4)			(375.6)	(13.5)			(350.7)	(13.1)
Depreciation and amortization		(13.4)	(0.5)			(12.3)	(0.5)			(15.3)	(0.5)			(13.2)	(0.5)
Other income, net		0.2	—			8.3	0.4			1.1	—			1.5	—
Income from Operations		191.3	6.9			123.4	5.4			171.1	6.1			177.4	6.6
Non-operating expenses		(21.3)	(0.8)			(24.5)	(1.1)			(3.1)	(0.1)			(5.5)	(0.2)
Income before Provision for Income Taxes		170.0	6.1			98.9	4.3			168.0	6.0			171.9	6.4
Provision for income taxes		(43.7)	(1.6)			(24.4)	(1.1)			(43.6)	(1.6)			(44.1)	(1.6)
Net Income		126.3	4.5			74.5	3.2			124.4	4.4			127.8	4.8
Net income attributable to noncontrolling interests		(0.2)	—			(0.2)	—			(0.2)	—			(0.2)	—
Net Income attributable to Graybar Electric Company, Inc.	$	126.1	4.5	%	$	74.3	3.2	%	$	124.2	4.4	%	$	127.6	4.8	%

Net sales increased to ~~$2,789.7~~$2,792.1 million for the quarter ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$2,313.4~~$2,672.6 million for the quarter ended ~~September~~June 30, ~~2021,~~2022, an increase of ~~$476.3~~$119.5 million, or ~~20.6%~~4.5%. For the three months ended ~~September~~June 30, ~~2022,~~2023, net sales in our construction ~~CIG,~~ and industrial & utility vertical markets increased by ~~14.3%, 23.9%,~~5.7% and ~~39.1%~~9.1%, respectively, when compared to the same three-month period of ~~2021.~~2022. Net sales in our CIG vertical market decreased by 1.3% when compared to the same three-month period of 2022.

Gross margin increased ~~$137.8~~$21.1 million, or ~~31.6%~~3.9%, to ~~$574.2~~$560.9 million from ~~$436.4~~$539.8 million for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to the same period of ~~2021.~~2022. Our gross margin as a percentage of net sales was ~~20.6%~~20.1% for the three months ended ~~September~~June 30, ~~2022 compared to 18.9%~~2023, down from 20.2% for the same three-month period in 2021. The increases in gross margin and gross margin rate were primarily due to a favorable sales mix, favorable vendor allowances as a result of higher inventory purchases to meet our sales demand, and gross margin initiatives.2022.

SG&A expenses increased ~~$60.7~~$24.9 million, or ~~19.6%~~7.1%, to ~~$369.7~~$375.6 million in the ~~third~~second quarter of ~~2022~~2023 from ~~$309.0~~$350.7 million in the ~~third~~second quarter of ~~2021,~~2022, primarily due to higher compensation, rent, and ~~benefit-related expenses and higher outgoing freight expenses for the three months ended September 30, 2022.~~maintenance costs. SG&A expenses as a percentage of net sales were ~~13.2%~~13.5% for the three months ended ~~September~~June 30, ~~2022, down~~2023, up from ~~13.4%~~13.1% for the three months ended ~~September~~June 30, ~~2021.~~2022.

Depreciation and amortization for the three months ended ~~September~~June 30, ~~2022~~2023 increased ~~$1.1~~$2.1 million, or ~~8.9%~~15.9%, to ~~$13.4~~$15.3 million from ~~$12.3~~$13.2 million, compared to the same period in ~~2021~~2022 primarily due to higher amortization expense of intangible assets and an increase in property, at cost. Total property, at cost, at ~~September~~June 30, ~~2022~~2023 was ~~$1,091.8~~$1,139.3 million, an increase of ~~$71.2~~$60.1 million, or ~~7.0%~~5.6%, when compared to total property, at cost, at ~~September~~June 30, ~~2021~~2022 of ~~$1,020.6~~$1,079.2 million. Depreciation and amortization as a percentage of net sales remained constant at 0.5% for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.

Non-operating expenses for the three months ended ~~September~~June 30, ~~2022~~2023 decreased ~~$3.2~~$2.4 million, or ~~13.1%~~43.6%, to ~~$21.3~~$3.1 million from ~~$24.5~~$5.5 million for the three months ended ~~September~~June 30, ~~2021.~~2022. This was primarily due to decreases in non-service cost components of pension net periodic benefit costs of ~~$3.4~~$3.1 million, partially offset by an increase in interest expense, net of ~~$0.2~~$0.8 million for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to the same three-month period in 2021. We also recognized a non-cash pension settlement charge of $15.9 million in the third quarter of 2022, compared to a non-cash pension settlement charge of $16.7 million in the third quarter of 2021.2022.

Income before provision for income taxes totaled ~~$170.0~~$168.0 million for the three months ended ~~September~~June 30, ~~2022, an increase~~2023, a decrease of ~~$71.1~~$3.9 million, or ~~71.9%~~2.3%, from ~~$98.9~~$171.9 million for the three months ended ~~September~~June 30, ~~2021. The increase was~~2022 primarily due to our increase in gross margin ~~partially offset by increases~~being less than our increase in SG&A expenses.

Our total provision for income taxes ~~increased $19.3~~decreased $0.5 million, or ~~79.1%~~1.1%, to ~~$43.7~~$43.6 million for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$24.4~~$44.1 million for the same period of ~~2021.~~2022. This ~~increase~~decrease in our provision for income taxes was due to ~~increased~~slightly lower pretax income. Our effective tax rate was ~~25.7%~~26.0% for the three months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~24.6%~~25.6% for the same period of ~~2021.~~2022. The effective tax rate for the three months ended ~~September~~June 30, ~~2022~~2023 was higher than the 21.0% U.S. federal statutory rate primarily due to state, local and foreign income taxes.

Net income attributable to Graybar Electric Company, Inc. for the three months ended ~~September~~June 30, ~~2022 increased $51.8~~2023 decreased $3.4 million, or ~~69.7%~~2.7%, to ~~$126.1~~$124.2 million from ~~$74.3~~$127.6 million for the three months ended ~~September~~June 30, ~~2021.~~2022.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

The following table sets forth certain information relating to our operations stated in millions of dollars and as a percentage of net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021:~~2022:



	Nine Months Ended ‎September 30, 2022				Nine Months Ended ‎September 30, 2021				Six Months Ended ‎June 30, 2023				Six Months Ended ‎June 30, 2022
	Dollars		Percent		Dollars		Percent		Dollars		Percent		Dollars		Percent
Net Sales	$	7,844.1	100.0	%	$	6,446.3	100.0	%	$	5,464.7	100.0	%	$	5,054.4	100.0	%
Cost of merchandise sold		(6,250.8)	(79.7)			(5,226.2)	(81.1)			(4,356.9)	(79.7)			(4,035.3)	(79.8)
Gross Margin		1,593.3	20.3			1,220.1	18.9			1,107.8	20.3			1,019.1	20.2
Selling, general and administrative expenses		(1,044.4)	(13.3)			(884.2)	(13.7)			(737.3)	(13.5)			(674.7)	(13.4)
Depreciation and amortization		(39.6)	(0.5)			(36.7)	(0.6)			(29.6)	(0.5)			(26.2)	(0.5)
Other income, net		2.6	—			10.7	0.2			1.9	—			2.4	—
Income from Operations		511.9	6.5			309.9	4.8			342.8	6.3			320.6	6.3
Non-operating expenses		(32.3)	(0.4)			(39.6)	(0.6)			(5.9)	(0.1)			(11.0)	(0.2)
Income before Provision for Income Taxes		479.6	6.1			270.3	4.2			336.9	6.2			309.6	6.1
Provision for income taxes		(123.1)	(1.6)			(68.2)	(1.1)			(87.5)	(1.6)			(79.4)	(1.6)
Net Income		356.5	4.5			202.1	3.1			249.4	4.6			230.2	4.5
Net income attributable to noncontrolling interests		(0.6)	—			(0.5)	—			(0.4)	—			(0.4)	—
Net Income attributable to Graybar Electric Company, Inc.	$	355.9	4.5	%	$	201.6	3.1	%	$	249.0	4.6	%	$	229.8	4.5	%

Net sales increased to ~~$7,844.1~~$5,464.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$6,446.3~~$5,054.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, an increase of ~~$1,397.8~~$410.3 million, or ~~21.7%~~8.1%. Net sales in our construction, CIG, and industrial & utility vertical

markets increased by ~~18.0%~~7.5%, ~~21.9%~~5.0%, and ~~35.2%~~14.9%, respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the same ~~nine-month~~six-month period of ~~2021.~~2022.

Gross margin increased ~~$373.2~~$88.7 million, or ~~30.6%~~8.7%, to ~~$1,593.3~~$1,107.8 million from ~~$1,220.1~~$1,019.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the same period of ~~2021.~~2022. Our gross margin as a percentage of net sales was 20.3% for the ~~nine~~six months ended ~~September~~June 30, ~~2022 compared to 18.9%~~2023, up from 20.2% for the same ~~nine-month~~six-month period in 2021. The increases in gross margin and gross margin rate were primarily due to a favorable sales mix, favorable vendor allowances as a result of higher inventory purchases to meet our sales demand, and gross margin initiatives.2022.

SG&A expenses increased ~~$160.2~~$62.6 million, or ~~18.1%~~9.3%, to ~~$1,044.4~~$737.3 million, for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$884.2~~$674.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, mainly due to higher compensation, rent, and ~~benefit-related expenses and higher outgoing freight expenses for the nine months ended September 30, 2022.~~maintenance costs. SG&A expenses as a percentage of net sales were ~~13.3%~~13.5% for the ~~nine~~six months ended ~~September~~June 30, ~~2022, down~~2023, up from ~~13.7%~~13.4% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Depreciation and amortization for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 increased ~~$2.9~~$3.4 million, or ~~7.9%~~13.0%, to ~~$39.6~~$29.6 million from ~~$36.7~~$26.2 million for the same ~~nine-month~~six-month period in ~~2021~~2022 primarily due to higher amortization expense of intangible assets and an increase in property, at cost. Total property, at cost, at ~~September~~June 30, ~~2022~~2023 was ~~$1,091.8~~$1,139.3 million, an increase of ~~$71.2~~$60.1 million, or ~~7.0%~~5.6%, when compared to total property, at cost, at ~~September~~June 30, ~~2021~~2022 of ~~$1,020.6~~$1,079.2 million. Depreciation and amortization as a percentage of net sales ~~totaled~~remained constant at 0.5% for the ~~nine~~six months ended ~~September~~June 30, ~~2022, down from 0.6% for the nine months ended September 30, 2021.~~2023 and 2022.

Non-operating expenses decreased ~~$7.3~~$5.1 million, or ~~18.4%~~46.4%, to ~~$32.3~~$5.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$39.6~~$11.0 million for the same period of ~~2021.~~2022. This was primarily due to decreases in non-service cost components of pension net periodic benefit costs of ~~$8.6~~$6.2 million, partially offset by an increase in interest expense, net of ~~$1.3~~$0.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the same ~~nine-month~~six-month period in ~~2021. We also recognized a non-cash pension settlement charge of~~

~~$15.9 million in the third quarter of 2022, compared to a non-cash pension settlement charge of $16.7 million in the third quarter of 2021.~~2022.

Income before provision for income taxes totaled ~~$479.6~~$336.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, an increase of ~~$209.3~~$27.3 million, or ~~77.4%~~8.8%, from ~~$270.3~~$309.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The increase was primarily due to our increase in gross margin partially offset by increases in SG&A expenses.

Our total provision for income taxes increased ~~$54.9~~$8.1 million, or ~~80.5%~~10.2%, to ~~$123.1~~$87.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to ~~$68.2~~$79.4 million for the same period in ~~2021.~~2022. The increase in our provision for income taxes year over year resulted from increased pretax income. Our year-to-date effective tax rate was ~~25.7%~~26.0% for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~25.2%~~25.6% for ~~2021.~~2022. The effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was higher than the 21.0% U.S. federal statutory rate primarily due to state, local, and foreign income taxes.

Net income attributable to Graybar Electric Company, Inc. for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 increased ~~$154.3~~$19.2 million, or ~~76.5%~~8.4%, to ~~$355.9~~$249.0 million from ~~$201.6~~$229.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Financial Condition and Liquidity

We manage our liquidity and capital levels so that we have the capability to invest in the growth of our business, meet debt service obligations, finance anticipated capital expenditures, pay dividends, make benefit payments, finance information technology needs, fund acquisitions and finance other miscellaneous cash outlays. We believe that maintaining a strong company financial condition enables us to competitively access multiple financing channels, maintain an optimal cost of capital and invest in strategic long-term growth plans.

We have historically funded our working capital requirements using cash flows generated from the collection of trade receivables and trade accounts payable terms with our suppliers, supplemented by short-term bank lines of credit, if necessary. Capital expenditures have been financed primarily with cash from working capital management and short-term bank lines of credit.

Our cash and cash equivalents at ~~September~~June 30, ~~2022~~2023 were ~~$55.4~~$58.0 million, compared to ~~$48.5~~$69.4 million at December 31, ~~2021, an increase~~2022, a decrease of ~~$6.9~~$11.4 million, or ~~14.2%~~16.4%. Cash on hand and levels of short-term borrowings at ~~September~~June 30, ~~2022~~2023 are reflective of strong cash flows from operating activities as a result of increased net income and effective working capital management. As a result, short-term borrowings decreased by ~~$83.0~~$18.6 million, or ~~66.8%~~58.9%, to ~~$41.2~~$13.0 million at ~~September~~June 30, ~~2022,~~2023, from ~~$124.2~~$31.6 million at December 31, ~~2021.~~2022. Current assets exceeded current liabilities by ~~$1,038.7~~$1,094.0 million at ~~September~~June 30, ~~2022,~~2023, an increase of ~~$308.4~~$62.5 million, or ~~42.2%~~6.1%, from ~~$730.3~~$1,031.5 million at December 31, ~~2021.~~2022.

Operating Activities

Net cash flows provided by operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was ~~$165.8~~$238.0 million, compared to cash provided by operating activities of ~~$91.6~~$104.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, an increase of ~~$74.2~~$133.9 million, or ~~81.0%~~128.6%. Net cash provided by operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was primarily attributable to net income of ~~$356.5~~ $249.4

million adjusted for non-cash depreciation and amortization expenses of ~~$39.6~~$29.6 million, and ~~an increase in trade accounts payable of $238.4 million during the nine months ended September 30, 2022, partially offset by an increase in trade receivables of $260.7 million and an increase~~a decrease in merchandise inventory levels of ~~$184.5~~$124.0 million during the six months ended June 30, 2023, partially offset by decreases in accrued payroll and benefit costs of $108.3 million and trade accounts payable of $72.7 million from December 31, ~~2021~~2022 to ~~September~~June 30, ~~2022.~~2023.

The average number of days of sales in trade receivables for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022 increased modestly~~2023 improved moderately compared to the same ~~nine-month~~six-month period ended ~~September~~June 30, ~~2021.~~2022. The days in inventory ~~increased~~improved significantly for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Investing Activities

Net cash used by investing activities totaled ~~$59.3~~$219.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to net cash used by investing activities of ~~$27.4~~$22.5 million for the same ~~nine-month~~six-month period in ~~2021,~~2022, an increase of ~~$31.9~~$196.5 million. Cash used by investing activities for the ~~nine~~six months ended ~~September~~June 30, 2023 was primarily the result of an acquisition, net of cash acquired of $157.5 million, capital expenditures of $37.1 million, and an investment in an employee deferred compensation trust of $25.0 million. Cash used by investing activities for the six months ended June 30, 2022 was primarily the result of capital expenditures of ~~$41.1 million and third quarter acquisitions, net of cash acquired of $18.7~~$22.9 million. Cash used by investing activities for the nine months ended September 30, 2021 was the result of capital expenditures of $33.6 million and an acquisition of a business, net of cash acquired of $3.8 million, partially offset by proceeds from disposal of property of $10.0 million.

Financing Activities

Net cash used by financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 totaled ~~$99.6~~$30.4 million, compared to net cash used by financing activities of ~~$63.0~~$51.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021, an increase~~2022, a decrease of ~~$36.6~~$20.7 million. The ~~increase~~decrease in net cash used by financing activities was primarily due to net payments on short-term borrowings of ~~$83.0~~$18.6 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to net payments on short-term borrowings of ~~$44.5~~$42.0 million in the same ~~nine-month~~six-month period in ~~2021.~~2022.

Liquidity

Our cash and cash equivalents at ~~September~~June 30, ~~2022~~2023 were ~~$55.4~~$58.0 million, compared to ~~$48.5~~$69.4 million at December 31, ~~2021.~~2022. We also had a $750.0 million amended unsecured, committed revolving credit facility (“Amended Credit Agreement”) with ~~$711.1~~$735.1 million in available capacity at ~~September~~June 30, ~~2022,~~2023, compared to available capacity of ~~$625.4~~$718.1 million at December 31, ~~2021.~~2022, under the Revolving Credit Facility. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we also had two uncommitted, unsecured private placement shelf agreements ("Shelf Agreements"). One of the Shelf Agreements iswas expected to allow us to issue senior promissory notes up to $100.0 million to PGIM, Inc. at fixed rate terms to be agreed upon at the time of any issuance during a three-year issuance period ending in August 2023. On July 20, 2023, we amended the Prudential Shelf Agreement, as defined in Note 5, “Debt”, of the notes to the condensed consolidated financial statements located in Item 1., “Financial Statements”, of this Quarterly Report on Form 10-Q. The amendment, among other things, increased availability under the Prudential Shelf Agreement from $100.0 million to $200.0 million and extended the issuance period to August 2026. The other material terms of the Prudential Shelf Agreement were unchanged.

Our other Shelf Agreement is expected to allow us to issue senior promissory notes up to $150.0 million to MetLife Investment Management, LLC (formerly known as MetLife Investment Advisors, LLC), and MetLife Investment Management Limited (collectively, “MetLife”) and each other MetLife affiliate that becomes party to the agreement at fixed or floating rate economic terms to be agreed upon at the time of any issuance during a three-year issuance period ending in June 2024.

We have not issued any notes under the Shelf Agreements as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021.~~2022. For further discussion related to our Amended Credit Agreement and our Shelf Agreements, refer to Note 5, "Debt", of the notes to the condensed consolidated financial statements located in Item 1., “Financial Statements”, of this Quarterly Report on Form 10-Q.

We had total letters of credit of ~~$7.6~~$7.7 million outstanding at ~~September~~June 30, ~~2022,~~2023, of which $1.9 million were issued under the Amended Credit Agreement. We had total letters of credit of ~~$6.1~~$7.8 million outstanding at December 31, ~~2021,~~2022, of which ~~$0.4~~$1.9 million were issued under the ~~Amended~~Revolving Credit ~~Agreement.~~Facility. The letters of credit are issued primarily to support certain workers' compensation insurance policies and support performance under certain customer contracts.

New Accounting Standards Updates

Our adoption of new accounting standards is discussed in Note 2, "Summary of Significant Accounting Policies", of the notes to the condensed consolidated financial statements located in Item 1., "Financial Statements", of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in the policies, procedures, controls, or risk profile from those provided in Item 7A., “Quantitative and Qualitative Disclosures About Market Risk”, of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of ~~September~~June 30, ~~2022,~~2023, was performed under the supervision and with the participation of management. Based on that evaluation, our management, including the Principal Executive Officer and Principal Financial Officer, concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are likely to materially affect, our internal control over financial reporting.
‎

2421

PART II – OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Our common stock is 100% owned by active and retired employees, and there is no public trading market for our common stock. Since 1928, substantially all of the issued and outstanding shares of common stock have been held of record by voting trustees under successive voting trust agreements. A new Voting Trust Agreement was established effective March 3, 2017, which expires by its terms on March 1, 2027, because under applicable New York law, a voting trust may not have a term greater than ten years. At ~~September~~June 30, ~~2022,~~2023, approximately 83% of our outstanding common stock was held in the voting trust. The participation of shareholders in the voting trust is voluntary at the time the voting trust is created, but is irrevocable during its term. Shareholders who elect not to participate in the voting trust hold their common stock as shareholders of record. Shareholders may elect to participate in the voting trust at any time during the term of the voting trust.

No holder of our common stock or voting trust interests representing our common stock ("common stock", "common shares", or "shares") may sell, transfer, or otherwise dispose of any shares without first offering us the option to purchase those shares at the price at which they were issued. We also have the option to purchase at the issue price the common shares of any shareholder who ceases to be an employee for any cause other than death or "retirement" (as defined in our amended restated certificate of incorporation), and on the first anniversary of any holder's death. In the past, we have always exercised these purchase options, and we expect to continue to do so in the foreseeable future. However, we can make no assurance that we will continue to exercise our purchase option in the future. All outstanding shares have been issued at $20.00 per share.

The following table sets forth information regarding purchases of common stock by the Company, all of which were made pursuant to the foregoing provisions:

Issuer Purchases of Equity Securities

Period
Total Number of
‎Shares Purchased
Average
‎Price Paid
‎Per Share
Total Number of Shares
‎Purchased as Part of Publicly
‎Announced Plans or Programs
July 1 - July 31, 2022
26,229
$20.00
N/A
August 1 - August 31, 2022
72,772
$20.00
N/A
September 1 - September 30, 2022
67,494
$20.00
N/A
Total
166,495
$20.00
N/A



Period	Total Number of ‎Shares Purchased	Average ‎Price Paid ‎Per Share	Total Number of Shares ‎Purchased as Part of Publicly ‎Announced Plans or Programs
April 1 - April 30, 2023	171,476	$20.00	N/A
May 1 - May 31, 2023	71,921	$20.00	N/A
June 1 - June 30, 2023	61,453	$20.00	N/A
Total	304,850	$20.00	N/A

Item 5. Other Information.

(c)None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2023. Such arrangements would not apply to the Company because no holder of our shares may sell, transfer or otherwise dispose of our shares without first offering the Company the option to purchase those shares at the price at which they were issued.

‎

2522

Item 6. Exhibits.



3.1		Restated Certificate of Incorporation, as amended, filed as Exhibit 3.1 to the Company's Current Report on Form 8-K dated June 8, 2017 (Commission File No. 000-00255) and incorporated herein by reference.

3.2		By-laws as amended through March ~~9, 2017,~~8, 2023, filed as Exhibit ~~3(ii)~~3.2 to the Company's ~~Current~~Annual Report on Form ~~8-K~~10-K dated March ~~9, 2017~~8, 2023 (Commission File No. 000-00255) and incorporated herein by reference.

4		Voting Trust Agreement, dated as of March 3, 2017, a form of which is attached as Exhibit A to the Prospectus dated January 6, 2017, constituting a part of the Company's Registration Statement on Form S-1/A (Registration No. 333-214560), and incorporated herein by reference.

9		Voting Trust Agreement dated as of March 3, 2017, included at Exhibit 4 above.

31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Executive Officer

31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Financial Officer

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Principal Executive Officer

32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Principal Financial Officer

101.INS		XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

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

104		Cover Page Interactive Data File (formatted in Inline XBRL contained in Exhibit 101)

‎

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SIGNATURES

Pursuant to the requirements 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.



			GRAYBAR ELECTRIC COMPANY, INC.


	~~October 24, 2022~~July 31, 2023		/s/ Kathleen M. Mazzarella
	Date		Kathleen M. Mazzarella
			President and Chief Executive Officer (Principal Executive Officer)

	~~October 24, 2022~~July 31, 2023		/s/ David M. Meyer
	Date		David M. Meyer
			Senior Vice President and Chief Financial Officer (Principal Financial Officer)

2724



	Three Months Ended September 30, 2022						Three Months Ended September 30, 2021
	Foreign ‎Currency		Pension and Other Postretirement ‎Benefits		Total		Foreign ‎Currency		Pension and Other Postretirement ‎Benefits		Total
Beginning balance July 1,	$	(7.3)	$	(166.8)	$	(174.1)	$	(1.7)	$	(228.8)	$	(230.5)
Other comprehensive loss before reclassifications		(9.4)		—		(9.4)		(3.3)		—		(3.3)
Amounts reclassified from accumulated other comprehensive income (net of tax $(5.6) and $(6.5))		—		16.1		16.1		—		18.8		18.8
Actuarial (loss) gain (net of tax of $0.1 and $(5.1))		—		(0.4)		(0.4)		—		14.9		14.9
Net current-period other comprehensive (loss) income		(9.4)		15.7		6.3		(3.3)		33.7		30.4
Ending balance September 30,	$	(16.7)	$	(151.1)	$	(167.8)	$	(5.0)	$	(195.1)	$	(200.1)