10-Q 1 gww201206301210q.htm FORM 10Q Q2 2012 GWW.2012.06.30.12.10Q


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2012
OR
 
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to _______
 
Commission file number 1-5684

W.W. Grainger, Inc.
(Exact name of registrant as specified in its charter)

Illinois
 
36-1150280
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
100 Grainger Parkway, Lake Forest, Illinois
 
60045-5201
(Address of principal executive offices)
 
(Zip Code)
(847) 535-1000
(Registrant’s telephone number including area code)
 
Not Applicable
(Former name, former address and former fiscal year; if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [  ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X]  No [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer [X]  Accelerated filer [  ]   Non-accelerated filer [  ]   Smaller reporting company [  ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [  ]  No [X]
 
There were 69,693,286 shares of the Company’s Common Stock outstanding as of June 30, 2012.

1




 
TABLE OF CONTENTS
 
 
 
Page No.
PART I
FINANCIAL INFORMATION
 
 
 
 
Item 1.
Financial Statements (Unaudited)
 
 
 
 
 
Condensed Consolidated Statements of Earnings 
    for the Three and Six Months Ended June 30, 2012 and 2011   
 
 
 
 
Condensed Consolidated Statements of Comprehensive
    Earnings for the Three and Six Months Ended June 30, 2012 and 2011
 
 
 
 
Condensed Consolidated Balance Sheets
    as of June 30, 2012 and December 31, 2011
 
 
 
 
Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2012 and 2011
 
 
 
 
Notes to Condensed Consolidated Financial Statements
 
 
 
Item 2.
Management's Discussion and Analysis of Financial
    Condition and Results of Operations
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Item 4.
Controls and Procedures
 
 
 
PART II
OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 6.
Exhibits
 
 
 
Signatures
 
 
 
 
EXHIBITS
 
 


2



PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

W.W. Grainger, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands of dollars, except for share and per share amounts)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
Net sales
$
2,249,275

 
$
2,003,022

 
$
4,442,720

 
$
3,886,634

Cost of merchandise sold
1,270,932

 
1,140,628

 
2,490,045

 
2,194,626

Gross profit
978,343

 
862,394

 
1,952,675

 
1,692,008

Warehousing, marketing and administrative expenses
664,343

 
597,112

 
1,334,314

 
1,164,112

Operating earnings
314,000

 
265,282

 
618,361

 
527,896

Other income and (expense):
 

 
 

 
 
 
 
Interest income
602

 
527

 
1,197

 
1,007

Interest expense
(2,910
)
 
(1,980
)
 
(5,967
)
 
(3,858
)
Other non-operating income
156

 
415

 
868

 
662

Other non-operating expense
(1,119
)
 
(418
)
 
(1,217
)
 
(717
)
Total other expense
(3,271
)
 
(1,456
)
 
(5,119
)
 
(2,906
)
Earnings before income taxes
310,729

 
263,826

 
613,242

 
524,990

Income taxes
117,628

 
92,257

 
230,683

 
194,333

Net earnings
193,101

 
171,569

 
382,559

 
330,657

Less: Net earnings attributable to noncontrolling interest
2,397

 
1,684

 
4,339

 
2,839

Net earnings attributable to W.W. Grainger, Inc.
$
190,704

 
$
169,885

 
$
378,220

 
$
327,818

Earnings per share:
 

 
 

 
 
 
 
Basic
$
2.68

 
$
2.39

 
$
5.30

 
$
4.62

Diluted
$
2.63

 
$
2.34

 
$
5.20

 
$
4.52

Weighted average number of shares outstanding:
 

 
 

 
 

 
 

Basic
69,937,085

 
69,608,563

 
70,034,142

 
69,507,657

Diluted
71,307,640

 
71,122,909

 
71,480,677

 
71,016,638

Cash dividends paid per share
$
0.80

 
$
0.66

 
$
1.46

 
$
1.20

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

3



W.W. Grainger, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands of dollars)
(Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
Net earnings
$
193,101

 
$
171,569

 
$
382,559

 
$
330,657

Other comprehensive earnings (losses):
 

 
 

 
 

 
 

Foreign currency translation adjustments, net of tax benefit (expense) of $1,146, $(412), $(166) and $(2,209), respectively
(20,714
)
 
12,236

 
(3,884
)
 
27,226

Derivative instruments, net of tax (expense) benefit of $(816), $492, $(216) and $1,895, respectively
386

 
(776
)
 
(1,334
)
 
(2,989
)
Comprehensive earnings, net of tax
172,773

 
183,029

 
377,341

 
354,894

Comprehensive earnings attributable to noncontrolling interest
8,307

 
4,472

 
5,201

 
4,213

Comprehensive earnings attributable to W.W. Grainger, Inc.
$
164,466

 
$
178,557

 
$
372,140

 
$
350,681

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

4



W.W. Grainger, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars, except for share and per share amounts)
 
 
(Unaudited)
 
 
ASSETS
June 30, 2012
 
Dec 31, 2011
CURRENT ASSETS
 
 
 
Cash and cash equivalents
$
249,746

 
$
335,491

Accounts receivable (less allowances for doubtful
 

 
 

accounts of $18,814 and $18,801, respectively)
1,015,159

 
888,697

Inventories – net
1,265,830

 
1,268,647

Prepaid expenses and other assets
98,042

 
100,081

Deferred income taxes
48,392

 
47,410

Prepaid income taxes
21,562

 
54,574

Total current assets
2,698,731

 
2,694,900

PROPERTY, BUILDINGS AND EQUIPMENT
2,632,527

 
2,565,322

Less: Accumulated depreciation and amortization
1,555,009

 
1,505,027

Property, buildings and equipment – net
1,077,518

 
1,060,295

DEFERRED INCOME TAXES
109,619

 
100,830

GOODWILL
523,391

 
509,183

OTHER ASSETS AND INTANGIBLES – NET
352,049

 
350,854

TOTAL ASSETS
$
4,761,308

 
$
4,716,062


5




W.W. Grainger, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(In thousands of dollars, except for share and per share amounts)
 
 
(Unaudited)
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, 2012
 
Dec 31, 2011
CURRENT LIABILITIES
 
 
 
Short-term debt
$
72,486

 
$
119,970

Current maturities of long-term debt
2,556

 
221,539

Trade accounts payable
473,036

 
477,648

Accrued compensation and benefits
154,275

 
207,010

Accrued contributions to employees’ profit sharing plans
86,206

 
159,950

Accrued expenses
162,874

 
178,652

Income taxes payable
11,479

 
23,156

Total current liabilities
962,912

 
1,387,925

LONG-TERM DEBT (less current maturities)
473,502

 
175,055

DEFERRED INCOME TAXES AND TAX UNCERTAINTIES
103,029

 
100,218

EMPLOYMENT-RELATED AND OTHER NON-CURRENT LIABILITIES
327,713

 
328,585

SHAREHOLDERS' EQUITY
 

 
 

Cumulative Preferred Stock – $5 par value – 12,000,000 shares authorized; none issued nor outstanding

 

Common Stock – $0.50 par value – 300,000,000 shares authorized;
issued 109,659,219 shares
54,830

 
54,830

Additional contributed capital
768,961

 
700,826

Retained earnings
5,080,295

 
4,806,110

Accumulated other comprehensive losses
(34,818
)
 
(28,738
)
Treasury stock, at cost – 39,695,933 and 39,696,367 shares, respectively
(3,074,581
)
 
(2,904,243
)
Total W.W. Grainger, Inc. shareholders’ equity
2,794,687

 
2,628,785

Noncontrolling interest
99,465

 
95,494

Total shareholders' equity
2,894,152

 
2,724,279

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
4,761,308

 
$
4,716,062

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

6



W.W. Grainger, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(Unaudited)
 
Six Months Ended
 
June 30,
 
2012
 
2011
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net earnings
$
382,559

 
$
330,657

Provision for losses on accounts receivable
4,428

 
3,030

Deferred income taxes and tax uncertainties
(3,874
)
 
(9,979
)
Depreciation and amortization
73,442

 
66,044

Stock-based compensation
30,573

 
29,413

Change in operating assets and liabilities – net of business 
  acquisitions:
 

 
 

Accounts receivable
(128,648
)
 
(107,281
)
Inventories
4,918

 
2,493

Prepaid expenses and other assets
39,907

 
683

Trade accounts payable
(6,751
)
 
49,476

Other current liabilities
(145,965
)
 
(79,208
)
Current income taxes payable
(11,407
)
 
7,280

Employment-related and other non-current liabilities
1,886

 
18,219

Other – net
(2,848
)
 
(1,358
)
Net cash provided by operating activities
238,220

 
309,469

CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Additions to property, buildings and equipment
(96,378
)
 
(84,843
)
Proceeds from sale of property, buildings and equipment
3,950

 
5,043

Net cash paid for business acquisitions
(24,336
)
 
(591
)
Other – net
63

 
579

Net cash used in investing activities
(116,701
)
 
(79,812
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Borrowings under lines of credit
72,903

 
140,505

Payments against lines of credit
(68,893
)
 
(134,786
)
Proceeds from issuance of long-term debt
300,000

 

Payments of long-term debt and commercial paper
(270,583
)
 
(14,499
)
Proceeds from stock options exercised
39,060

 
37,926

Excess tax benefits from stock-based compensation
35,502

 
21,954

Purchase of treasury stock
(210,981
)
 
(50,769
)
Cash dividends paid
(105,361
)
 
(85,783
)
Net cash used in financing activities
(208,353
)
 
(85,452
)
Exchange rate effect on cash and cash equivalents
1,089

 
8,046

NET CHANGE IN CASH AND CASH EQUIVALENTS
(85,745
)
 
152,251

Cash and cash equivalents at beginning of year
335,491

 
313,454

Cash and cash equivalents at end of period
$
249,746

 
$
465,705

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

7



W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.
BACKGROUND AND BASIS OF PRESENTATION
 
W.W. Grainger, Inc. is a broad-line distributor of maintenance, repair and operating supplies (MRO), and other related products and services used by businesses and institutions.  W.W. Grainger, Inc.’s operations are primarily in the United States and Canada, with an expanding presence in Europe, Asia and Latin America.  In this report, the words “Company” or “Grainger” mean W.W. Grainger, Inc. and its subsidiaries.
 
The Condensed Consolidated Financial Statements of the Company and the related notes are unaudited and should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2011 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC).
 
The Condensed Consolidated Balance Sheet as of December 31, 2011 has been derived from the audited consolidated financial statements at that date, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements.
 
The unaudited financial information reflects all adjustments (primarily consisting of normal recurring adjustments) which, in the opinion of management, are necessary for a fair presentation of the statements contained herein.

2.
DIVIDEND
 
On July 25, 2012, the Company’s Board of Directors declared a quarterly dividend of 80 cents per share, payable September 1, 2012, to shareholders of record on August 13, 2012.


3.    LONG-TERM DEBT
 
Long-term debt consisted of the following (in thousands of dollars):
 
June 30, 2012
 
Dec 31, 2011
Bank term loan
$
300,000

 
219,932

Euro denominated bank term loan
151,897

 
155,340

Other
24,161

 
21,322

Less current maturities
(2,556
)
 
(221,539
)
 
$
473,502

 
$
175,055


In May 2012, the Company entered into a $300 million, unsecured bank term loan, which matures in November 2016. The proceeds were used to refinance existing debt and for general corporate purposes. The Company may prepay the loan in whole or in part at its option.
At the election of the Company, the term loan shall bear interest at the Base Rate plus the Applicable Margin or the LIBOR Rate plus the Applicable Margin as defined within the contract. At June 30, 2012, the Company has elected a one month LIBOR Interest Period. The weighted average interest rate during the period outstanding was 1.24%.
The scheduled loan principal payments are due as follows:
Date
 
Payment Amount
2013
 
$
7.5
 million
2014
 
$
18.7
 million
2015
 
$
26.3
 million
2016
 
$
247.5
 million



8

W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

4.
DERIVATIVE INSTRUMENTS
 
The fair value of significant derivative instruments included in Employment-related and other non-current liabilities was as follows (in thousands of dollars):
Derivatives Designated as Hedges
 
June 30, 2012
 
Dec 31, 2011
Interest rate swap
 
$
3,176

 
$
1,574

Foreign currency forwards
 
$
4,219

 
$
4,781

The fair values of the these instruments are determined by using quoted market forward rates (level 2 inputs) and reflect the present value of the amount that the Company would pay for contracts involving the same notional amounts and maturity dates.
5.
EMPLOYEE BENEFITS
 
Postretirement Benefits
The Company has a postretirement healthcare benefits plan that provides coverage for a majority of its United States employees and their dependents should they elect to maintain such coverage upon retirement. Covered employees become eligible for participation when they qualify for retirement while working for the Company. Participation in the plan is voluntary and requires participants to make contributions toward the cost of the plan, as determined by the Company.

The net periodic benefit costs charged to operating expenses, which are valued at the measurement date of January 1 and recognized evenly throughout the year, consisted of the following components (in thousands of dollars):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
Service cost
$
5,015

 
$
3,940

 
$
10,029

 
$
7,881

Interest cost
3,203

 
3,338

 
6,405

 
6,676

Expected return on assets
(1,553
)
 
(1,447
)
 
(3,106
)
 
(2,895
)
Amortization of transition asset
(36
)
 
(36
)
 
(71
)
 
(71
)
Amortization of unrecognized losses
1,207

 
818

 
2,414

 
1,635

Amortization of prior service credits
(124
)
 
(124
)
 
(248
)
 
(248
)
Net periodic benefit costs
$
7,712

 
$
6,489

 
$
15,423

 
$
12,978

 

The Company has established a Group Benefit Trust to fund the plan and process benefit payments.  The funding of the trust is an estimated amount which is intended to allow the maximum deductible contribution under the Internal Revenue Code of 1986 (IRC), as amended.  There are no minimum funding requirements and the Company intends to follow its practice of funding the maximum deductible contribution under the IRC.  During the three and six months ended June 30, 2012, the Company contributed $1.4 million and $2.1 million, respectively, to the trust.


9

W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

6.
SEGMENT INFORMATION
 
The Company has two reportable segments:  the United States and Canada.  The United States operating segment reflects the results of the Company's U.S. business.  The Canada operating segment reflects the results for Acklands – Grainger Inc., the Company’s Canadian business.  Other businesses include operations in Asia, Europe and Latin America.  Operating segments generate revenue almost exclusively through the distribution of maintenance, repair and operating supplies, as service revenues account for less than 1% of total revenues for each operating segment.  Following is a summary of segment results (in thousands of dollars):

 
Three Months Ended June 30, 2012
 
United States
 
Canada
 
Other Businesses
 
Total
Total net sales
$
1,742,101

 
$
279,617

 
$
249,131

 
$
2,270,849

Intersegment net sales
(21,205
)
 
(172
)
 
(197
)
 
(21,574
)
Net sales to external customers
$
1,720,896

 
$
279,445

 
$
248,934

 
$
2,249,275

Segment operating earnings
$
310,683

 
$
33,555

 
$
11,244

 
$
355,482

  
 
Three Months Ended June 30, 2011
 
United States
 
Canada
 
Other Businesses
 
Total
Total net sales
$
1,625,776

 
$
256,912

 
$
135,648

 
$
2,018,336

Intersegment net sales
(15,110
)
 
(26
)
 
(178
)
 
(15,314
)
Net sales to external customers
$
1,610,666

 
$
256,886

 
$
135,470

 
$
2,003,022

Segment operating earnings
$
270,592

 
$
29,240

 
$
8,617

 
$
308,449

 
Six Months Ended June 30, 2012
 
United States
 
Canada
 
Other Businesses
 
Total
Total net sales
$
3,442,810

 
$
552,500

 
$
488,087

 
$
4,483,397

Intersegment net sales
(40,130
)
 
(206
)
 
(341
)
 
(40,677
)
Net sales to external customers
$
3,402,680

 
$
552,294

 
$
487,746

 
$
4,442,720

Segment operating earnings
$
609,647

 
$
63,255

 
$
21,959

 
$
694,861

  
 
Six Months Ended June 30, 2011
 
United States
 
Canada
 
Other Businesses
 
Total
Total net sales
$
3,163,462

 
$
499,285

 
$
252,517

 
$
3,915,264

Intersegment net sales
(28,243
)
 
(81
)
 
(306
)
 
(28,630
)
Net sales to external customers
$
3,135,219

 
$
499,204

 
$
252,211

 
$
3,886,634

Segment operating earnings
$
527,008

 
$
53,178

 
$
15,025

 
$
595,211


 
United States
 
Canada
 
Other Businesses
 
Total
Segment assets:
 
 
 
 
 
 
 
June 30, 2012
$
1,918,926

 
$
371,937

 
$
361,642

 
$
2,652,505

December 31, 2011
$
1,845,703

 
$
335,900

 
$
331,896

 
$
2,513,499


10

W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


Following are reconciliations of segment information with the consolidated totals per the financial statements (in thousands of dollars):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
Operating earnings:
 
 
 
 
 
Total operating earnings for operating segments
$
355,482

 
$
308,449

 
$
694,861

 
$
595,211

Unallocated expenses and eliminations
(41,482
)
 
(43,167
)
 
(76,500
)
 
(67,315
)
Total consolidated operating earnings
$
314,000

 
$
265,282

 
$
618,361

 
$
527,896

 
 
June 30, 2012
 
Dec 31, 2011
Assets:
 
Total assets for operating segments
$
2,652,505

 
$
2,513,499

Other current and non-current assets
1,807,487

 
1,749,029

Unallocated assets
301,316

 
453,534

Total consolidated assets
$
4,761,308

 
$
4,716,062

 
Unallocated expenses and unallocated assets primarily relate to the Company headquarters' support services, which are not part of any business segment, as well as intercompany eliminations. Unallocated expenses include payroll and benefits, depreciation and other costs associated with headquarters-related support services. Unallocated expenses increased $9.2 million for the six months of 2012 compared to the six months of 2011, primarily due to higher stock-based compensation and other corporate support services spending. Unallocated assets decreased $152.2 million primarily related to a decrease in cash and cash equivalents.

Assets for reportable segments include net accounts receivable and first-in, first-out inventory which are provided to the Company's Chief Operating Decision Maker. Unallocated assets include non-operating cash and cash equivalents, certain prepaid expenses and property, buildings and equipment-net.


11

W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

7.
EARNINGS PER SHARE
 
The following table sets forth the computation of basic and diluted earnings per share under the two-class method (in thousands of dollars, except for share and per share amounts):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
Net earnings attributable to W.W. Grainger, Inc. as reported
$
190,704

 
$
169,885

 
$
378,220

 
$
327,818

Distributed earnings available to participating securities
(996
)
 
(831
)
 
(1,706
)
 
(1,641
)
Undistributed earnings available to participating securities
(2,503
)
 
(2,447
)
 
(5,143
)
 
(5,118
)
Numerator for basic earnings per share – Undistributed and distributed earnings available to common shareholders
187,205

 
166,607

 
371,371

 
321,059

Undistributed earnings allocated to participating securities
2,503

 
2,447

 
5,143

 
5,118

Undistributed earnings reallocated to participating securities
(2,455
)
 
(2,397
)
 
(5,041
)
 
(5,012
)
Numerator for diluted earnings per share – Undistributed and distributed earnings available to common shareholders
$
187,253

 
$
166,657

 
$
371,473

 
$
321,165

Denominator for basic earnings per share – weighted average shares
69,937,085

 
69,608,563

 
70,034,142

 
69,507,657

Effect of dilutive securities
1,370,555

 
1,514,346

 
1,446,535

 
1,508,981

Denominator for diluted earnings per share – weighted average shares adjusted for dilutive securities
71,307,640

 
71,122,909

 
71,480,677

 
71,016,638

Earnings per share two-class method
 

 
 

 
 
 
 
Basic
$
2.68

 
$
2.39

 
$
5.30

 
$
4.62

Diluted
$
2.63

 
$
2.34

 
$
5.20

 
$
4.52



12

W.W. Grainger, Inc. and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

8.
CONTINGENCIES AND LEGAL MATTERS
 
As previously reported, in December 2007, the Company received a letter from the Commercial Litigation Branch of the Civil Division of the Department of Justice (DOJ) regarding the Company's contract with the General Services Administration (GSA).  The letter suggested that the Company had not complied with its disclosure obligations and the contract's pricing provisions, and had potentially overcharged government customers under the contract.

Discussions with the DOJ relating to the Company's compliance with its disclosure obligations and the contract's pricing provisions are ongoing. The timing and outcome of these discussions are uncertain and could include settlement or civil litigation by the DOJ to recover, among other amounts, treble damages and penalties under the False Claims Act.  Representatives of the Company and the DOJ are scheduled to engage in non-binding mediation in the 2012 third quarter to explore the potential for reaching a negotiated settlement of this matter. Due to the uncertainties surrounding this matter, an estimate of possible loss cannot be determined.  While this matter is not expected to have a material adverse effect on the Company's financial position, an unfavorable resolution could result in significant payments by the Company.  The Company continues to believe that it has complied with the GSA contract in all material respects.

As previously reported, the Company received a subpoena dated August 29, 2008, from the United States Postal Service (USPS) Office of Inspector General seeking information about the Company's pricing compliance under the Company's contract with the USPS to provide Maintenance, Repair and Operating supplies (MRO Contract).  The Company has provided responsive information to the USPS and to the DOJ. 

As previously reported, the Company received a subpoena dated June 30, 2009, from the USPS Office of Inspector General seeking information about the Company's pricing practices and compliance under the Company's contract with the USPS covering the sale of certain janitorial and custodial items (Custodial Contract).  The Company has provided responsive information to the USPS and to the DOJ.

Discussions with the USPS and DOJ relating to the Company's pricing practices and compliance with the pricing provisions of the MRO Contract and the Custodial Contract are ongoing. The timing and outcome of these discussions are uncertain and could include settlement or civil litigation by the USPS and DOJ to recover, among other amounts, treble damages and penalties under the False Claims Act. Representatives of the Company and the DOJ are scheduled to engage in non-binding mediation in the 2012 third quarter to explore the potential for reaching a negotiated settlement of these matters. Due to the uncertainties surrounding these matters, an estimate of possible loss cannot be determined.  While these matters are not expected to have a material adverse effect on the Company's financial position, an unfavorable resolution could result in significant payments by the Company. The Company continues to believe that it has complied with each of the MRO Contract and the Custodial Contract in all material respects.

As previously reported, the Company has been conducting an inquiry into alleged falsification of expense reimbursement forms submitted by employees in certain sales offices of Grainger China LLC, a subsidiary of the Company. In the course of the investigation the Company learned that sales employees may have provided prepaid gift cards to certain customers. The Company's investigation included determining whether there were any violations of laws, including the U.S. Foreign Corrupt Practices Act. The Company retained outside counsel to assist in its investigation of this matter. On January 24, 2012, the Company contacted the U.S. Department of Justice and the Securities and Exchange Commission (SEC) to voluntarily disclose that the Company was conducting an internal investigation, and agreed to fully cooperate and update the DOJ and SEC periodically on further developments. The results of the investigation, which have been submitted to the DOJ and the SEC, did not substantiate initial information suggesting significant use of gift cards for improper purposes. The Company cannot predict at this time whether any regulatory action may be taken or any other potential consequences may result from this matter.


13

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Item 2.

General
Grainger is a broad-line distributor of maintenance, repair and operating supplies, and other related products and services used by businesses and institutions. Grainger’s operations are primarily in the United States and Canada, with an expanding presence in Europe, Asia and Latin America. Grainger uses a multichannel business model to provide customers with a range of options for finding and purchasing products utilizing sales representatives, catalogs and direct marketing materials and eCommerce. Grainger serves approximately 2.0 million customers worldwide through a network of highly integrated branches, distribution centers, multiple websites and export services.

Business Environment
Several economic factors and industry trends tend to shape Grainger’s business environment.  The overall economy and leading economic indicators provide insight into anticipated Company performance for the near term and help in forming the development of projections.  Historically, Grainger’s sales trends have tended to correlate with industrial production and non-farm payrolls.  According to the Federal Reserve, overall industrial production increased 4.7% from June 2011 to June 2012.  This improvement has positively affected Grainger’s sales growth for the six months of 2012.
 
In July 2012, Consensus Forecasts-USA projected 2012 Industrial Production growth of 4.2% and GDP growth of 2.1% for the United States.  In addition, Consensus Forecasts-USA projected 2012 GDP growth of 2.1% for Canada.
 
The light and heavy manufacturing customer end-markets have historically correlated with manufacturing employment levels and manufacturing output.  According to the United States Department of Labor, manufacturing output increased 1.1% from June 2011 to June 2012 while manufacturing employment levels increased 1.9%.  Grainger’s heavy and light manufacturing customer end-markets outperformed these indicators as sales to these customer end-markets increased in the low double digits and high single digits, respectively, for both the second quarter and six months ended June 30, 2012.
 
Outlook
On July 18, 2012, Grainger reiterated the 2012 sales growth guidance of 12 to 14 percent and raised earnings per share guidance to a range of $10.50 to $10.80 from the previous 2012 guidance of $10.40 to $10.80. Sales in the second half of 2012 are expected to grow in the 10 to 13 percent range. Gross profit margins for the remaining two quarters of the year are expected to remain relatively consistent with the 2012 second quarter gross profit margins.

14

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Matters Affecting Comparability
Grainger completed two acquisitions throughout 2011 and 2012, both of which were immaterial individually and in the aggregate. Grainger’s operating results have included the results of each business acquired since the respective acquisition dates.

Results of Operations – Three Months Ended June 30, 2012
The following table is included as an aid to understanding the changes in Grainger’s Condensed Consolidated Statements of Earnings:
 
Three Months Ended June 30,
 
As a Percent of Net Sales
 
Percent Increase
 
2012
 
2011
 
Net sales
100.0
 %
 
100.0
 %
 
12.3
%
Cost of merchandise sold
56.5

 
56.9

 
11.4

Gross profit
43.5

 
43.1

 
13.4

Operating expenses
29.5

 
29.9

 
11.3

Operating earnings
14.0

 
13.2

 
18.4

Other income (expense)
(0.2
)
 
(0.1
)
 
124.7

Income taxes
5.2

 
4.6

 
27.5

Noncontrolling interest
0.1

 
0.0

 
42.3

Net earnings attributable to W.W. Grainger, Inc.
8.5
 %
 
8.5
 %
 
12.3
%

Grainger’s net sales of $2,249.3 million for the second quarter of 2012 increased 12% compared with sales of $2,003.0 million for the comparable 2011 quarter. For the quarter, approximately 6 percentage points of the sales growth came from an increase in volume. Approximately 5 percentage points came from business acquisitions and 3 percentage points from price, partially offset by a 2 percentage point decrease from foreign exchange. Sales to all customer end-markets increased in the second quarter of 2012. The increase in net sales was led by growth in sales to heavy manufacturing customers followed by natural resources, light manufacturing and diversified commercial services customers. Refer to the Segment Analysis below for further details.

Gross profit of $978.3 million for the second quarter of 2012 increased 13%. The gross profit margin during the second quarter of 2012 increased 0.4 percentage point when compared to the same period in 2011, primarily driven by price increases exceeding product cost increases, partially offset by negative customer and product mix.

Operating expenses of $664.3 million for the second quarter of 2012 increased 11%, primarily driven by expenses from the Fabory Group (Fabory) and the Brazilian business (AnFreixo) acquisitions and incremental growth-related spending on new sales representatives, eCommerce and advertising.

Operating earnings for the second quarter of 2012 were $314.0 million, an increase of 18% compared to the second quarter of 2011. The increase in operating earnings was due to higher sales, higher gross profit margins and positive expense leverage.

Net earnings attributed to W.W. Grainger, Inc. for the second quarter of 2012 increased by 12%, to $190.7 million from $169.9 million in the second quarter of 2011. Diluted earnings per share of $2.63 in the second quarter of 2012 were 12% higher than the $2.34 for the second quarter of 2011 due to increased net earnings. The 2011 second quarter included a $0.12 per share benefit from the settlement of tax examinations. Excluding this benefit, earnings per share increased 18 percent versus 2011.

15

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


Segment Analysis
Grainger’s two reportable segments are the United States and Canada. The United States segment reflects the results of Grainger’s U.S. operating segment. The Canada segment reflects the results for Acklands – Grainger Inc., Grainger’s Canadian operating segment. Other Businesses include operations in Asia, Europe and Latin America.

The following comments at the segment and business unit level include external and intersegment net sales and operating earnings. See Note 6 to the Condensed Consolidated Financial Statements.

United States
Net sales were $1,742.1 million for the second quarter of 2012, an increase of $116.3 million, or 7%, when compared with net sales of $1,625.8 million for the same period in 2011. For the quarter, approximately 4 percentage points of the sales growth came from an increase in volume and approximately 3 percentage points was due to price. Sales to all customer end-markets increased in the second quarter of 2012. The increase in net sales was led by growth in sales to heavy manufacturing customers followed by light manufacturing, natural resources and diversified commercial services customers.

The gross profit margin increased 0.2 percentage point in the second quarter of 2012 over the comparable quarter of 2011, primarily driven by price increases exceeding product cost increases, partially offset by negative customer and product mix.

Operating expenses were up 3% in the second quarter of 2012 versus the second quarter of 2011, primarily driven by incremental growth-related spending on new sales representatives, eCommerce and advertising.

Operating earnings of $310.7 million for the second quarter of 2012 increased 15% from $270.6 million for the second quarter of 2011. The increase in operating earnings for the quarter was due to higher sales, higher gross profit margins and positive expense leverage.

Canada
Net sales were $279.6 million for the second quarter of 2012, an increase of $22.7 million, or 9%, when compared with $256.9 million for the same period in 2011. Net sales were up 14% in local currency for the quarter driven by 12 percentage points from volume and 2 percentage points from price. The increase in net sales was led by growth in commercial services, oil and gas, contractor and utility customer end-markets.

The gross profit margin increased 0.1 percentage point in the second quarter of 2012 versus the second quarter of 2011.

Operating expenses were up 7% in the second quarter of 2012 versus the second quarter of 2011. In local currency, operating expenses increased 11%, primarily due to higher volume-related payroll, partially offset by lower occupancy costs.

Operating earnings of $33.6 million for the second quarter of 2012 were up $4.4 million, or 15%, over the second quarter of 2011. In local currency, operating earnings increased 20% in the second quarter of 2012 over the same period in 2011. The increase in earnings was due to strong sales growth, an improved gross profit margin and positive expense leverage.

Other Businesses
Net sales for other businesses, which include operations in Asia, Europe and Latin America, increased 84% for the second quarter of 2012 when compared to the same period in 2011. The sales increase was due primarily to incremental sales from Fabory, acquired in August 2011, AnFreixo, acquired in April 2012 and strong growth from Japan. Excluding acquisitions, sales for the other businesses increased 21%. Operating earnings were $11.2 million in the second quarter of 2012, compared to $8.6 million in the second quarter of 2011. The increase was primarily driven by strong earnings growth in Japan and Mexico. Operating earnings for Fabory were offset by a comparable loss for the newly-acquired business in Brazil.

16

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


Other Income and Expense
Other income and expense was a net expense of $3.3 million in the second quarter of 2012, an increase of $1.8 million compared to $1.5 million of expense in the second quarter of 2011, primarily attributable to interest expense on the euro denominated bank term loan used to finance part of the Fabory acquisition.

Income Taxes
Grainger’s effective income tax rates were 37.9% and 35.0% for the three months ended June 30, 2012 and 2011, respectively. The 2011 income tax rate adjusted for the 2011 tax benefit was 38.2%. Excluding the 2011 tax benefit, the effective tax rate decreased from 38.2% to 37.9% primarily due to higher earnings in foreign jurisdictions with lower tax rates and a lower blended state tax rate.

17

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


Matters Affecting Comparability
Grainger completed two acquisitions throughout 2011 and 2012, both of which were immaterial individually and in the aggregate. Grainger’s operating results have included the results of each business acquired since the respective acquisition dates.

Results of Operations – Six Months Ended June 30, 2012
The following table is included as an aid to understanding the changes in Grainger’s Condensed Consolidated Statements of Earnings:
 
Six Months Ended June 30, 2012
 
As a Percent of Net Sales
 
Percent Increase
 
2012
 
2011
 
Net sales
100.0
 %
 
100.0
 %
 
14.3
%
Cost of merchandise sold
56.1

 
56.5

 
13.5

Gross profit
43.9

 
43.5

 
15.4

Operating expenses
30.0

 
29.9

 
14.6

Operating earnings
13.9

 
13.6

 
17.1

Other income (expense)
(0.1
)
 
(0.1
)
 
76.2

Income taxes
5.2

 
5.0

 
18.7

Noncontrolling interest
0.1

 
0.1

 
52.8

Net earnings attributable to W.W. Grainger, Inc.
8.5
 %
 
8.4
 %
 
15.4
%

Grainger’s net sales of $4,442.7 million for the six months of 2012 increased 14% compared with sales of $3,886.6 million for the comparable 2011 period. For the six months, approximately 8 percentage points of the sales growth came from an increase in volume. Approximately 5 percentage points came from business acquisitions and 3 percentage points from price, partially offset by a 1 percentage point decrease from lower sales of seasonal products and a 1 percentage point decrease from foreign exchange. Sales to all customer end-markets increased in the first six month of 2012. The increase in net sales was led by growth in sales to heavy manufacturing customers, followed by natural resources, diversified commercial services and light manufacturing customers. Refer to the Segment Analysis below for further details.

Gross profit of $1,952.7 million for the six months of 2012 increased 15%. The gross profit margin during the six months of 2012 increased 0.4 percentage point when compared to the same period in 2011, primarily driven by price increases exceeding product cost increases, partially offset by negative customer and product mix.

Operating expenses of $1,334.3 million for the six months of 2012 increased 15%, primarily driven by expenses from the Fabory and the AnFreixo acquisitions and incremental growth-related spending on new sales representatives, eCommerce and advertising.

Operating earnings for the six months of 2012 were $618.4 million, an increase of 17% compared to the six months of 2011. The increase in operating earnings was due to higher sales and gross profit margins, partially offset by operating expenses increasing at a slightly faster rate than sales.

Net earnings attributed to W.W. Grainger, Inc. for the six months of 2012 increased by 15%, to $378.2 million from $327.8 million in the six months of 2011. Diluted earnings per share of $5.20 in the six months of 2012 were 15% higher than the $4.52 for the six months of 2011 due to increased net earnings. The first six months of 2011 included a $0.12 per share benefit from the settlement of tax examinations. Excluding this benefit, earnings per share for the first six months of 2012 increased 18 percent versus 2011.

18

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


Segment Analysis
Grainger’s two reportable segments are the United States and Canada. The United States segment reflects the results of Grainger’s U.S. operating segment. The Canada segment reflects the results for Acklands – Grainger Inc., Grainger’s Canadian operating segment. Other Businesses include operations in Asia, Europe and Latin America.

The following comments at the segment and business unit level include external and intersegment net sales and operating earnings. See Note 6 to the Condensed Consolidated Financial Statements.

United States
Net sales were $3,442.8 million for the six months of 2012, an increase of $279.3 million, or 9%, when compared with net sales of $3,163.5 million for the same period in 2011. For the six months, approximately 6 percentage points of the sales growth came from an increase in volume and approximately 3 percentage points was due to price. Sales to all customer end-markets increased in the first six month of 2012. The increase in net sales was led by growth in sales to heavy manufacturing customers, followed by natural resources, diversified commercial services and light manufacturing customers.

The gross profit margin increased 0.2 percentage point in the six months of 2012 over the comparable period of 2011, primarily driven by price increases exceeding product cost increases, partially offset by negative customer and product mix.

Operating expenses were up 5% in the six months of 2012 versus the six months of 2011, primarily driven by incremental growth-related spending on new sales representatives, eCommerce and advertising.

Operating earnings of $609.6 million for the six months of 2012 increased 16% from $527.0 million for the six months of 2011. The increase in operating earnings for the six months was due to higher sales, higher gross profit margins and positive expense leverage.

Canada
Net sales were $552.5 million for the six months of 2012, an increase of $53.2 million, or 11%, when compared with $499.3 million for the same period in 2011. Net sales were up 14% in local currency for the six months driven by 13 percentage points from volume and 1 percentage point from price. The increase in net sales was led by growth in commercial services, oil and gas, contractor and utility customer end-markets.

The gross profit margin increased 0.3 percentage point in the six months of 2012 versus the six months of 2011, primarily driven by price increases and favorable mix exceeding product cost increases.

Operating expenses were up 9% in the six months of 2012 versus the six months of 2011. In local currency, operating expenses increased 12%, primarily due to higher volume-related payroll and increased sales related travel costs, partially offset by lower professional services and occupancy costs.

Operating earnings of $63.3 million for the six months of 2012 were up $10.1 million, or 19%, over the six months of 2011. In local currency, operating earnings increased 23% in the six months of 2012 over the same period in 2011. The increase in earnings was due to strong sales growth, an improved gross profit margin and positive expense leverage.

Other Businesses
Net sales for other businesses, which include operations in Asia, Europe and Latin America, increased 93% for the six months of 2012 when compared to the same period in 2011. The sales increase was due primarily to incremental sales from Fabory, acquired in August 2011, AnFreixo, acquired in April 2012, and strong growth from Japan and Mexico. Excluding acquisitions, sales for the other businesses increased 26%. Operating earnings were $22.0 million in the six months of 2012, compared to $15.0 million in the six months of 2011. The increase was primarily driven by strong earnings growth in Japan and Mexico.

19

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


Other Income and Expense
Other income and expense was a net expense of $5.1 million in the six months of 2012, an increase of $2.2 million compared to $2.9 million of expense in the six months of 2011, primarily attributable to interest expense on the euro denominated bank term loan used to finance part of the Fabory acquisition.

Income Taxes
Grainger’s effective income tax rates were 37.6% and 37.0% for the six months of 2012 and 2011, respectively. The 2011 effective tax rate benefited from the tax adjustment recorded in the second quarter of 2011.

Financial Condition

Cash Flow
Cash from operating activities continues to serve as Grainger’s primary source of liquidity. Net cash provided by operating activities was $238.2 million and $309.5 million for the six months ended June 30, 2012 and 2011, respectively. The primary contribution to cash flows from operating activities was net earnings in the six months ended June 30, 2012 of $382.6 million compared to $330.7 million in 2011. Offsetting these amounts were changes in operating assets and liabilities, which resulted in a net use of cash of $246.1 million in the six months of 2012 compared to $108.3 million in the six months of 2011. The net use of cash in 2012 was primarily attributable to higher accounts receivable tied to sales growth. In addition, other current liabilities decreased due to higher annual cash payments for bonuses and profit sharing paid in 2012.

Net cash used in investing activities was $116.7 million and $79.8 million for the six months ended June 30, 2012 and 2011, respectively. The increase in net cash used in investing activities was due to the business acquisition in Brazil and higher cash expended for additions to property, buildings, equipment and capitalized software in the six months ended June 30, 2012.

Net cash used in financing activities was $208.4 million and $85.5 million for the six months ended June 30, 2012 and 2011, respectively. The $122.9 million increase in cash used in financing activities for the six months ended June 30, 2012 was due primarily to higher treasury stock purchases and dividend payments for the six months ended June 30, 2012 versus 2011.

Working Capital
Working capital consists of current assets (less non-operating cash) and current liabilities (less short-term debt and current maturities of long-term debt).

Working capital at June 30, 2012, was $1,672.0 million, an increase of $233.6 million when compared to $1,438.4 million at December 31, 2011. The working capital assets to working capital liabilities ratio increased to 2.9 at June 30, 2012 from 2.4 at December 31, 2011. The increase primarily related to higher accounts receivable and lower compensation and benefits and profit sharing accruals due to the timing of annual payments.

Debt
Grainger maintains a debt ratio and liquidity position that provides flexibility in funding working capital needs and long-term cash requirements. In addition to internally generated funds, Grainger has various sources of financing available, including bank borrowings under lines of credit and commercial paper. Total debt as a percent of total capitalization was 15.9% at June 30, 2012, flat compared to December 31, 2011. In May 2012, the Company entered into a $300 million, unsecured bank term loan. The proceeds were used to refinance existing debt and for general corporate purposes.


20

W.W. Grainger, Inc. and Subsidiaries
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies and Estimates
The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses in the financial statements. Management bases its estimates on historical experience and other assumptions, which it believes are reasonable. If actual amounts are ultimately different from these estimates, the revisions are included in Grainger’s results of operations for the period in which the actual amounts become known.

Accounting policies are considered critical when they require management to make assumptions about matters that are highly uncertain at the time the estimates are made and when there are different estimates that management reasonably could have made, which would have a material impact on the presentation of Grainger’s financial condition, changes in financial condition or results of operations. For a description of Grainger’s critical accounting policies see Grainger's Annual Report on Form 10-K for the year ended December 31, 2011.

Forward-Looking Statements
This Form 10-Q contains statements that are not historical in nature but concern future results and business plans, strategies and objectives and other matters that may be deemed to be “forward-looking statements” under the federal securities laws. Grainger has generally identified such forward-looking statements by using words such as “anticipated, believes, continues, could, earnings per share guidance, estimate, estimated, expected, guidance, had potentially, intended, intends, help in forming, historically correlated, may, not expected to have a material adverse effect, possible, projected, projections, provide insight, range, reasonably likely, sales growth guidance, scheduled, should, tended, tended to correlate, tend to shape, trends, unanticipated, uncertainties, and will" or similar expressions.

Grainger cannot guarantee that any forward-looking statement will be realized although Grainger does believe that its assumptions underlying its forward-looking statements are reasonable. Achievement of future results is subject to risks and uncertainties which could cause Grainger’s results to differ materially from those which are presented.

Factors that could cause actual results to differ materially from those presented or implied in a forward-looking statement include, without limitation: higher product costs or other expenses; a major loss of customers; loss or disruption of source of supply; increased competitive pricing pressures; failure to develop or implement new technologies or business strategies; the outcome of pending and future litigation or governmental or regulatory proceedings; investigations, inquiries, audits and changes in laws and regulations; disruption of information technology or data security systems; general industry or market conditions; general global economic conditions; currency exchange rate fluctuations; market volatility; commodity price volatility; labor shortages; facilities disruptions or shutdowns; higher fuel costs or disruptions in transportation services; natural and other catastrophes and unanticipated weather conditions.

Caution should be taken not to place undue reliance on Grainger’s forward-looking statements and Grainger undertakes no obligation to publicly update the forward-looking statements, whether as a result of new information, future events or otherwise.


21


W.W. Grainger, Inc. and Subsidiaries


Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
For quantitative and qualitative disclosures about market risk, see “Item 7A: Quantitative and Qualitative Disclosures About Market Risk” in Grainger's Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Item 4.
Controls and Procedures
 
Disclosure Controls and Procedures
Grainger carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of Grainger’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.  Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that Grainger’s disclosure controls and procedures were effective as of the end of the period covered by this report.
 
Changes in Internal Control Over Financial Reporting
There were no changes in Grainger’s internal control over financial reporting that occurred during the second quarter that have materially affected, or are reasonably likely to materially affect, Grainger’s internal control over financial reporting.

PART II – OTHER INFORMATION
 
Items 1A, 3, 4 and 5 not applicable.

Item 1.
Legal Proceedings
 
Information on specific and significant legal proceedings is set forth in Note 8 to the Condensed Consolidated Financial Statements included under Item 1.


22


W.W. Grainger, Inc. and Subsidiaries


Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
Issuer Purchases of Equity Securities – Second Quarter
 
Period
Total Number of Shares Purchased (A)
Average Price Paid per Share (B)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (C)
Maximum Number of
Shares That May Yet be Purchased Under the
Plans or Programs
Apr. 1 – Apr. 30
321,591
$207.32
321,591
6,449,237
shares
May 1 – May 31
201,022
$197.90
201,022
6,248,215
shares
June 1 – June 30
235,706
$181.34
235,706
6,012,509
shares
Total
758,319
$196.75
758,319
 
 
 
(A)
There were no shares withheld to satisfy tax withholding obligations in connection with the vesting of employee restricted stock awards.
(B)
Average price paid per share includes any commissions paid and includes only those amounts related to purchases as part of publicly announced plans or programs.
(C)
Purchases were made pursuant to a share repurchase program approved by Grainger’s Board of Directors on July 28, 2010.  The program has no specified expiration date.  Activity is reported on a trade date basis.


Item 6.
Exhibits

(a)
Exhibits (numbered in accordance with Item 601 of Regulation S-K)
 
(31
)
Rule 13a – 14(a)/15d – 14(a) Certifications
 
 
(a)  Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
(b)  Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
(32
)
Section 1350 Certifications
 
 
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

23



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.
 
 
 
 
W.W. Grainger, Inc.
 
 
 
(Registrant)
Date:
July 26, 2012
 
 
 
By:
 
 
 
/s/ R. L. Jadin
 
 
 
R. L. Jadin, Senior Vice President
and Chief Financial Officer
Date:
July 26, 2012
 
 
 
By:
 
 
 
/s/ G. S. Irving
 
 
 
G. S. Irving, Vice President
and Controller


24