GWW 10-K Annual Report Dec. 31, 2023 | Alphaminr
ALPHAMINR

GWW 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
W.W. GRAINGER, INC.
10-Ks and 10-Qs
10-Q
 		Quarter ended Sept. 30, 2024
10-Q
 		Quarter ended June 30, 2024
10-Q
 		Quarter ended March 31, 2024
10-K
 		Fiscal year ended Dec. 31, 2023
10-Q
 		Quarter ended Sept. 30, 2023
10-Q
 		Quarter ended June 30, 2023
10-Q
 		Quarter ended March 31, 2023
10-K
 		Fiscal year ended Dec. 31, 2022
10-Q
 		Quarter ended Sept. 30, 2022
10-Q
 		Quarter ended June 30, 2022
10-Q
 		Quarter ended March 31, 2022
10-K
 		Fiscal year ended Dec. 31, 2021
10-Q
 		Quarter ended Sept. 30, 2021
10-Q
 		Quarter ended June 30, 2021
10-Q
 		Quarter ended March 31, 2021
10-K
 		Fiscal year ended Dec. 31, 2020
10-Q
 		Quarter ended Sept. 30, 2020
10-Q
 		Quarter ended June 30, 2020
10-Q
 		Quarter ended March 31, 2020
10-K
 		Fiscal year ended Dec. 31, 2019
10-Q
 		Quarter ended Sept. 30, 2019
10-Q
 		Quarter ended June 30, 2019
10-Q
 		Quarter ended March 31, 2019
10-K
 		Fiscal year ended Dec. 31, 2018
10-Q
 		Quarter ended Sept. 30, 2018
10-Q
 		Quarter ended June 30, 2018
10-Q
 		Quarter ended March 31, 2018
10-K
 		Fiscal year ended Dec. 31, 2017
10-Q
 		Quarter ended Sept. 30, 2017
10-Q
 		Quarter ended June 30, 2017
10-Q
 		Quarter ended March 31, 2017
10-K
 		Fiscal year ended Dec. 31, 2016
10-Q
 		Quarter ended Sept. 30, 2016
10-Q
 		Quarter ended June 30, 2016
10-Q
 		Quarter ended March 31, 2016
10-K
 		Fiscal year ended Dec. 31, 2015
10-Q
 		Quarter ended Sept. 30, 2015
10-Q
 		Quarter ended June 30, 2015
10-Q
 		Quarter ended March 31, 2015
10-K
 		Fiscal year ended Dec. 31, 2014
10-Q
 		Quarter ended Sept. 30, 2014
10-Q
 		Quarter ended June 30, 2014
10-Q
 		Quarter ended March 31, 2014
10-K
 		Fiscal year ended Dec. 31, 2013
10-Q
 		Quarter ended Sept. 30, 2013
10-Q
 		Quarter ended June 30, 2013
10-Q
 		Quarter ended March 31, 2013
10-K
 		Fiscal year ended Dec. 31, 2012
10-Q
 		Quarter ended Sept. 30, 2012
10-Q
 		Quarter ended June 30, 2012
10-Q
 		Quarter ended March 31, 2012
10-K
 		Fiscal year ended Dec. 31, 2011
10-Q
 		Quarter ended Sept. 30, 2011
10-Q
 		Quarter ended June 30, 2011
10-Q
 		Quarter ended March 31, 2011
10-K
 		Fiscal year ended Dec. 31, 2010
10-Q
 		Quarter ended Sept. 30, 2010
10-Q
 		Quarter ended June 30, 2010
10-Q
 		Quarter ended March 31, 2010
10-K
 		Fiscal year ended Dec. 31, 2009
PROXIES
DEF 14A
 		Filed on March 14, 2024
DEF 14A
 		Filed on March 16, 2023
DEF 14A
 		Filed on March 17, 2022
DEF 14A
 		Filed on March 18, 2021
DEF 14A
 		Filed on March 19, 2020
DEF 14A
 		Filed on March 14, 2019
DEF 14A
 		Filed on March 15, 2018
DEF 14A
 		Filed on March 16, 2017
DEF 14A
 		Filed on March 17, 2016
DEF 14A
 		Filed on March 13, 2015
DEF 14A
 		Filed on March 14, 2014
DEF 14A
 		Filed on March 15, 2013
DEF 14A
 		Filed on March 16, 2012
DEF 14A
 		Filed on March 18, 2011
DEF 14A
 		Filed on March 12, 2010
TABLE OF CONTENTS
Part IItem 1: BusinessItem 1A: Risk FactorsItem 1B: Unresolved Staff CommentsItem 1C: CybersecurityItem 2: PropertiesItem 3: Legal ProceedingsItem 4: Mine Safety DisclosuresPart IIItem 5: Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6: [reserved]Item 7: Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A: Quantitative and Qualitative Disclosures About Market RiskItem 8: Financial Statements and Supplementary DataNote 1 - Summary Of Significant Accounting PoliciesNote 2 - RevenueNote 3 - Property, Buildings and EquipmentNote 4 - Goodwill and Other Intangible AssetsNote 5 - DebtNote 6 - Employee BenefitsNote 7 - LeasesNote 8 - Stock Incentive PlansNote 9 - Capital StockNote 10 - Accumulated Other Comprehensive Earnings (losses) (aoce)Note 11 - Derivative InstrumentsNote 12 - Income TaxesNote 13 - Segment InformationNote 14 - Contingencies and Legal MattersNote 15 - Subsequent EventsItem 9: Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A: Controls and ProceduresItem 9B: Other InformationItem 9C: Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10: Directors, Executive Officers and Corporate GovernanceItem 11: Executive CompensationItem 12: Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13: Certain Relationships and Related Transactions and Director IndependenceItem 14: Principal Accountant Fees and ServicesPart IVItem 15: Exhibits and Financial Statements SchedulesItem 16: Form 10-k Summary

Exhibits

2.1 Share Purchase Agreement, dated as of July 30, 2015, by and among Grainger, GWW UK Holdings Limited, Gregory Family Office Limited and Michael Gregory, incorporated by reference to Exhibit 2.1 to W.W.Grainger,Inc.s Current Report on Form 8-K dated July 31, 2015. 3.2 By-laws, as amended on March 9, 2017, incorporated by reference to Exhibit 3.1.1 to W.W.Grainger,Inc.s Current Report on Form 8-K dated March 9, 2017. 4.1 Indenture, dated as of June 11, 2015, between W.W.Grainger,Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to W.W.Grainger,Inc.s Current Report on Form 8-K dated June 11, 2015. 4.2 First Supplemental Indenture, dated as of June 11, 2015, between W.W.Grainger,Inc. and U.S. Bank National Association, as trustee, and Form of 4.60% Senior Notes due 2045, incorporated by reference to Exhibit 4.2 to W.W.Grainger,Inc.s Current Report on Form 8-K dated June 11, 2015. 4.3 Second Supplemental Indenture, dated as of May16, 2016, between W.W.Grainger,Inc., and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to W.W.Grainger,Inc.s Current Report on Form 8-K dated May 16, 2016. 4.4 Third Supplemental Indenture, dated as of May22, 2017, between W.W.Grainger,Inc., and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to W.W.Grainger,Inc.s Current Report on Form 8-K dated May 22, 2017. 4.5 Formof 3.75% Senior Notes due 2046 (included in Exhibit4.3), incorporated by reference to Exhibit 4.1 to W.W.Grainger,Inc.s Current Report on Form 8-K dated May 16, 2016. 4.6 Formof 4.20% Senior Notes due 2047 (included in Exhibit4.4), incorporated by reference to Exhibit 4.1 to W.W.Grainger,Inc.s Current Report on Form 8-K dated May 22, 2017. 4.7 Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934. 4.8 Fourth Supplemental Indenture, dated as of February 26, 2020, between W.W. Grainger, Inc., and U.S. Bank National Association, as trustee incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.'s Current Report on Form 8-K dated February 21, 2020. 4.9 Form of 1.85% Senior Notes due 2025 (included in Exhibit 4.8), incorporated by reference to Exhibit 4.1 to W.W. Grainger, Inc.'s Current Report on Form 8-K dated February 21, 2020. 10.1 Form of Indemnification Agreement between W.W.Grainger,Inc. and each of its directors and certain of its executive officers, incorporated by reference to Exhibit 10(b)(i) to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.* 10.2 Frozen Executive Death Benefit Plan, as amended, incorporated by reference to Exhibit 10(b)(v) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2007.* 10.3 First amendment to the Frozen Executive Death Benefit Plan, incorporated by reference to Exhibit 10(b)(v)(1) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2008.* 10.4 Second amendment to the Frozen Executive Death Benefit Plan, incorporated by reference to Exhibit 10(b)(iv)(2) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2009.* 10.5 Supplemental Profit Sharing Plan, as amended, incorporated by reference to Exhibit 10(viii) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2003.* 10.6 Supplemental Profit Sharing Plan II, as amended, incorporated by reference to Exhibit 10(b)(ix) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2007.* 10.7 Voluntary Salary and Incentive Deferral Plan, as amended, incorporated by reference to Exhibit 10(b)(xi) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2007.* 10.8 Summary Description of the Directors Compensation Program.* 10.10 Summary Description of the Company Management Incentive Program.* 10.11 Incentive Program Recoupment Agreement, incorporated by reference to Exhibit 10(b)(xxv) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2009.* 10.12 Form of Change in Control Employment Agreement between W.W.Grainger,Inc. and certain of its executive officers, incorporated by reference to Exhibit 10(b)(xxvii) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2010.* 10.14 First Amendment to the W.W.Grainger,Inc. 2015 Incentive Plan, incorporated by reference to 10.1 of W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* 10.15 W.W. Grainger, Inc. 2015 Incentive Plan as Amended and Restated Effective October 31, 2018, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.* 10.16 Form of Stock Option Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.1 to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.* 10.17 Form of Stock Option Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.2 to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* 10.18 Form of Restricted Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.3 to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* 10.19 Form of 2017 Performance Share Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.4 to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* 10.20 Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Stock Option Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.3 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* 10.21 Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.4 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* 10.22 Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Performance Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.5 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* 10.23 Form of 2019 W.W. Grainger, Inc. 2015 Stock Incentive Plan Stock Option Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.* 10.24 Form of 2019 W.W. Grainger, Inc. 2015 Stock Incentive Plan Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.2 to W.W. Grainger, Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.* 10.25 Form of 2019 W.W. Grainger, Inc. 2015 Stock Incentive Plan Performance Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.3 to W.W. Grainger, Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.* 10.26 Credit Agreement dated as of February 14, 2020, by and among W.W. Grainger, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s Current Report on Form 8-K dated February 14, 2020. 10.27 First Amendment to Credit Agreement, dated as of August 29, 2022, by and among W.W. Grainger, Inc., the lenders party thereto and JPMorgan Chase, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.s Current Report on Form 8 K dated August 30, 2022. 10.28 Form of 2020 W.W. Grainger, Inc. 2015 Incentive Plan Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.* 10.29 Form of 2020 W.W. Grainger, Inc. 2015 Incentive Plan Performance Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.2 to W.W. Grainger, Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.* 10.30 2022 Form of W.W. Grainger, Inc. 2015 Incentive Plan Performance Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers incorporated by reference to Exhibit 10.35 to W.W. Grainger, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021.* 10.31 2022 Form of W.W. Grainger, Inc. 2022 Incentive Plan Restricted Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.* 10.32 2022 Form of W.W. Grainger, Inc. 2022 Incentive Plan Performance Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.2 to W.W. Grainger, Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.* 10.34 Compensation Continuation - Severance Policy Guidance, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.* 10.35 2023 Form of W.W. Grainger, Inc. 2022 Incentive Plan Restricted Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.41 to W.W. Grainger, Inc.'s Annual Report on Form 10-K for the year ended December 31,2022.* 10.36 2023 Form of W.W. Grainger, Inc. 2022 Incentive Plan Performance Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.42 to W.W. Grainger, Inc.'s Annual Report on Form 10-K for the year ended December 31,2022.* 10.37 Shareholder Agreement, Dated as of February 17, 2023, by and among W.W. Grainger, Inc. and MonotaRO Co., Ltd., incorporated by reference to Exhibit 10.43 to W.W. Grainger, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022.* 10.38 Transition Agreement and General Release, dated July 6, 2023, by and between John L. Howard and W.W. Grainger, Inc., incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.* 10.39 Credit Agreement dated as of October 11, 2023, by and among W.W. Grainger, Inc. the lenders party thereto, and JP Morgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s Current Report on Form 8-K filed on October 12, 2023. 21 Subsidiaries of Grainger. 23 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 W.W. Grainger, Inc. Financial Statement Executive Compensation Recoupment Policy