The Board of Directors and Shareholders
W.W. Grainger, Inc.
We have audited the accompanying consolidated balance sheet of W.W Grainger, Inc. and Subsidiaries as of
December 31, 2005, and the related consolidated statements of earnings, comprehensive earnings, shareholders’
equity, and cash flows for the year ended December 31, 2005. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these financial statements based on our
audits. The financial statements of W.W. Grainger, Inc. for the year ended December 31, 2004 and 2003, were audited
by other auditors whose report dated February 11, 2005, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 2005 financial statements referred to above present fairly, in all material respects, the consolidated
financial position of W.W. Grainger, Inc. and Subsidiaries at December 31, 2005, and the consolidated results of its
operations and its cash flows for the year ended December 31, 2005, in conformity with U.S. generally accepted
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of W.W. Grainger, Inc.’s internal control over financial reporting as of
December 31, 2005, based on criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2006,
expressed an unqualified opinion thereon.
Ernst & Young LLP
February 21, 2006
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM