Forward-Looking Statements and Risk Factors.

This report contains forward-looking statements within the meaning of that term
in the Private Securities Litigation Reform Act of 1995 (Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).
Additional written or oral forward-looking statements may be made by the Company
from time to time in filings with the Securities and Exchange Commission or
otherwise. Any such statements that are not historical facts are forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and are based on management's estimates,
assumptions and projections and are not guarantees of future performance.
Forward-looking statements may include, but are not limited to statements
regarding: i) projections or estimates of revenue, income or loss, exit costs,
cash flow needs and capital expenditures; ii) fluctuations in general economic
conditions, including effects of rising inflation; iii) future operations, such
as risks regarding strategic business initiatives, plans relating to new
distribution facilities, plans for utilizing alternative sources of supply in
response to government tariff and trade actions and/or due to supply chain
disruptions arising from the Coronavirus pandemic, war, geopolitical conflicts
and plans for new products or services; iv) plans for acquisition or sale of
businesses, including expansion or restructuring plans; v) financing needs, and
compliance with financial covenants in loan agreements; vi) assessments of
materiality; vii) predictions of future events and the effects of pending and
possible litigation; and viii) assumptions relating to the foregoing. In
addition, when used in this report, the words "anticipates," "believes,"
"estimates," "expects," "intends," and "plans" and variations thereof and
similar expressions are intended to identify forward-looking statements.

Forward-looking statements in this report are based on the Company's beliefs and
expectations as of the date of this report and are subject to risks and
uncertainties which may have a significant impact on the Company's business,
operating results or financial condition. Investors are cautioned that these
forward-looking statements are inherently uncertain and undue reliance should
not be placed on them. We undertake no obligation to publicly release the result
of any revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unexpected events.

Other factors that may affect our future results of operations and financial
condition include, but are not limited to, unanticipated developments in any one
or more of the following areas, as well as other factors which may be detailed
from time to time in our Securities and Exchange Commission filings:

•general economic conditions, such as customer inventory levels, consumer prices
and inflation, interest rates, borrowing ability and economic conditions in the
manufacturing and/or distribution industries generally, as well as government
spending levels will continue to impact our business;
•delays in the timely availability of products from our suppliers has in the
past and could in the future delay receipt of needed product, resulting in
delayed or lost sales;
•global supply chains and the timely availability of products, particularly
products, or product components used in domestic manufacturing, imported from
China and other Asian nations as well as from other countries, have been, and in
the future could continue to be adversely affected by allocation restrictions of
difficult to source products by our vendors;
•quarantines, factory slowdowns or shutdowns, border closings and travel
restrictions resulting from the Coronavirus pandemic have in the past and could
in the future adversely affect the timely availability of products, resulting in
delayed or lost sales;
•the imposition of tariffs and other trade barriers, as well as retaliatory
trade measures, have caused us to raise the prices on certain of our products
and seek alternate sources of supply, which could negatively impact our sales or
disrupt our operations if we are not able to mitigate these measures;
•our use of alternate sources of supply, such as utilizing new vendors in
additional countries, entails various risks, such as identifying, vetting and
managing new business relationships, reliance on new vendors and maintaining
quality control over their products, and protecting our intellectual property
rights;
•increases in freight and shipping costs, including fuel costs, could affect our
margins to the extent the increases cannot be passed along to customers, as has
occurred in the past;
•extreme weather conditions have delayed or disrupted global product supply
chains and have affected our ability to timely receive and ship products, which
have and could adversely impact sales;


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•other critical factors affecting the shipping and distribution of products
imported to the United States by us or our domestic vendors, such as a global
shortage in availability of shipping containers, shipping port congestion, and
pandemic related labor shortages, have in the past and could in the future
adversely affect the timely availability of products, resulting in delayed or
lost sales, as well as adversely affecting our margins;
•our reliance on common carrier delivery services for shipping inventoried
merchandise to customers;
•our reliance on drop ship deliveries directly to customers by our product
vendors for products we do not hold in inventory;
•our ability to maintain available capacity in our distribution operations for
stocked inventory and to enable on time shipment and deliveries, such as by
timely implementing additional temporary or permanent distribution resources,
whether in the form of additional facilities we operate or by outsourcing
certain functions to third-party distribution and logistics partners;
•we compete with other companies for recruiting, training, integrating and
retaining talented and experienced employees, particularly in markets where we
and they have central distribution facilities; and this aspect of competition is
aggravated by the current tight labor market in the U.S. for such jobs and at a
time this market is undergoing competitive changes due to the Coronavirus
pandemic;
•we expect to pursue acquisitions and other strategic transactions that we
believe will either expand or complement our business in new or existing markets
or further enhance the value and offerings we are able to provide to our
existing or future potential customers;
•the maintenance, repair and operation ("MRO") and industrial equipment industry
are consolidating as customers are increasingly aware of the total costs of
fulfillment and the need to have consistent sources of supply at multiple
locations. This consolidation has and will continue to cause the industry to
become more competitive as greater economies of scale are achieved by
competitors, or as competitors with new lower cost business models are able to
operate with lower prices;
•risks involved with e-commerce, including possible loss of business and
customer dissatisfaction if outages or other computer-related problems should
preclude customer access to our products and services;
•our information systems and other technology platforms supporting our sales,
procurement and other operations are critical to our operations and disruptions
or delays have occurred and could occur in the future, and if not timely
addressed could have a material adverse effect on us;
•a data security breach due to our e-commerce, data storage or other information
systems being hacked by those seeking to steal Company, vendor, employee or
customer information, or due to employee error, resulting in disruption to our
operations, litigation and/or loss of reputation or business;
•managing various inventory risks, such as being unable to profitably resell
excess or obsolete inventory and/or the loss of product return rights from our
vendors;
•meeting credit card industry compliance standards in order to maintain our
ability to accept credit cards;
•rising interest rates, increased borrowing costs or limited credit
availability, could impact both our and our customers' ability to fund purchases
and conduct operations in the ordinary course;
•pending or threatened litigation and investigations, and other government
actions, such as anti-dumping, unclaimed property, or trade and customs actions
by U.S. or foreign governmental authorities, have occurred in the past and
although had no material impact to our business, there can be no assurance that
such events would not have such impact on our business and results of operation.

Should one or more of the risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results or outcomes may vary
materially from those described herein.  Statements in this report, particularly
in "Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the Notes to Condensed Consolidated Financial
Statements, as well as information under the heading "Risk Factors" in our
Annual Report on Form 10-K for fiscal year 2021, describe certain factors, among
others, that could contribute to or cause such differences.

Insight

Global Industrial Company, through its subsidiaries, is a value-added industrial
distributor of more than a million industrial and MRO products in North America
going to market through a system of branded e-commerce websites and relationship
marketers.

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Continuing Operations

The Company sells a wide array of industrial and MRO products, which are
marketed in North America.  These industrial and MRO products are manufactured
by other companies. Some products are manufactured for us and sold as a white
label product, and some are manufactured to our own design and marketed as
private brand products under the trademarks: GlobalTM, GlobalIndustrial.comTM,
NexelTM, ParamountTM and InterionTM..

See Note 2 to the condensed consolidated financial statements for additional financial information about our business geographic operations.

Discontinued operations

As noted above, the operating results of discontinued operations in the accompanying financial statements are from the NATG business sold in 2015.

Operating conditions

The North American industrial products market is highly fragmented and we
compete against multiple distribution channels.  Industrial products
distribution is working capital intensive, requiring us to incur significant
costs associated with the warehousing of many products, including the costs of
maintaining inventory, leasing warehouse space, inventory management systems and
employing personnel to perform the associated tasks. We supplement our on-hand
product availability by maintaining relationships with major distributors and
manufacturers, utilizing a combination of stock and drop-shipment fulfillment.

The primary component of our operating expenses historically has been
employee-related costs, which includes items such as wages, commissions,
bonuses, employee benefits and equity-based compensation, as well as marketing
expenses, primarily comprised of digital marketing spend, and occupancy related
charges associated with our leased distribution and call center facilities. We
continually assess our operations to ensure that they are efficient, aligned
with market conditions and responsive to customer needs.

The discussion of our results of operations and financial condition that follows
will provide information that will assist in understanding our financial
statements, the factors that we believe may affect our future results and
financial condition as well as information about how certain accounting policies
and estimates affect the consolidated financial statements.  This discussion
should be read in conjunction with the condensed consolidated financial
statements included herein and in conjunction with the audited financial
statements as of December 31, 2021 and the other information provided in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The Company's net sales accelerated in the second quarter with revenue
increasing 16.8% to over $318 million. Sales performance included strong results
led by sales in the United States, and included growth across nearly all product
categories in the quarter. Customer demand was strong across each month in the
quarter, and performance was highlighted by leading growth in our managed sales
channels. Results reflected a continuation of our strategy to realign our
strategic account managers, and ongoing efforts to drive new business customer
acquisition in key end market verticals inclusive of commercial enterprise,
public sector and healthcare. Gross margins in the quarter pulled back from
record levels in the first quarter as the company continued to evaluate price
positions in light of changing inventory availability, impacts of record fuel
surcharges in domestic transportation, as well as the flow through of some
higher cost inventory that had been acquired in early 2022 to assure product
availability for our customers. These negative margin pressures were partially
offset by a continued shift in product sales to our private brands, which
traditionally carry higher margin profiles than competing national brands.
Selling, distribution and administrative ("SD&A") management remained
disciplined and delivered operating leverage in key expense categories within
our distribution and logistics costs, compensation costs, and marketing costs,
resulting in operating income of $30.5 million and operating margin nearing 10%.

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Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 1 to the Consolidated
Financial Statements included in Item 15 of the Company's 2021 Annual Report on
Form 10-K. Certain accounting policies require the application of significant
judgment by management in selecting the appropriate assumptions for calculating
financial estimates. By their nature, these judgments are subject to an inherent
degree of uncertainty, and as a result, actual results could differ materially
from those estimates. These judgments are based on historical experience,
observation of trends in the industry, information provided by customers,
forecasts of future economic conditions and information available from other
outside sources, as appropriate. Management has identified revenue recognition,
allowances for credit losses, inventory valuation and income taxes as policies
that entail significant judgments or estimates. Management believes that full
consideration has been given to all relevant circumstances that we may be
subject to, and the consolidated financial statements of the Company accurately
reflect management's best estimate of the consolidated results of operations,
financial position and cash flows of the Company for the years presented.

There were no material changes in the Company’s significant accounting policies during the second quarter and the six-month period ended June 30, 2022.


Public companies in the United States are subject to the accounting and
reporting requirements of various authorities, including the Financial
Accounting Standards Board ("FASB") and the Securities and Exchange Commission
("SEC").  These authorities issue numerous pronouncements, most of which are not
applicable to the Company's current or reasonably foreseeable operating
structure. See Note 1 of Notes to Condensed Consolidated Financial Statements,
Recent Accounting Pronouncements.

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Highlights from Q2 2022 and Year to Date Q2 2022

The discussion of our results of operations and financial conditions that
follows will provide information that will assist in understanding our financial
statements and information about how certain accounting principles and estimates
affect the condensed consolidated financial statements included herein.

Summary of the second quarter of 2022:

•Consolidated sales increased 16.8% to $318.5 million for the second quarter of
2022 compared to $272.6 million last year. Sales increased 16.9% on an average
daily sales basis for the second quarter ended June 30, 2022. Average daily
sales is calculated based upon the number of selling days in each period, with
Canadian sales converted to U.S. dollars using the current year's average
exchange rate. There were 64 selling days in the U.S. in each of the second
quarters of 2022 and 2021, respectively, and, in Canada, there were 62 selling
days in the second quarter of 2022 as compared to 63 selling days in the second
quarter of 2021.
•Consolidated gross margin declined to 35.5% for the second quarter of 2022
compared to 36.0% last year.
•Consolidated operating income from continuing operations increased 23.5% to
$30.5 million for the second quarter of 2022 compared to $24.7 million last
year.
•Net income per diluted share from continuing operations increased 7.3% to $0.59
for the second quarter of 2022 compared to $0.55 last year.


Summary of the year to date of Q2 2022:

•Consolidated sales increased 15.9% to $607.1 million for the six months ended
June 30, 2022 compared to $523.7 million last year. Sales increased 15.9% on an
average daily sales basis for the six months ended June 30, 2022. There were 129
selling days in the U.S. and 126 selling days in Canada for the six months ended
2022 and 2021, respectively.
•Consolidated gross margin increased to 36.4% for the six months ended June 30,
2022 compared to 33.5% last year.
•Consolidated operating income from continuing operations increased 91.7% to
$60.0 million for the six months ended June 30, 2022 compared to $31.3 million
last year.
•Net income per diluted share from continuing operations increased 65.7% to
$1.16 for the six months ended June 30, 2022 compared to $.70 last year.


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Results of Operations

Three and six months ended June 30, 2022 compared to the three- and six-month periods June 30, 2021(1)

Key Performance Indicators* (in millions except for percentages and per share
amounts):
                                                       Three Months Ended June 30,                                          Six Months Ended June 30,
                                                                                           %                                                                   %
                                           2022                   2021                   Change               2022                   2021                   Change

Net revenue from continuing operations:

Consolidated net sales                    $318.5                 $272.6                  16.8%               $607.1                 $523.7              

15.9%

Consolidated gross profit                 $113.0                  $98.0                  15.3%               $220.8                 $175.3              

26.0%

Consolidated gross margin                  35.5%                  36.0%                  (0.5)%               36.4%                 33.5%               

2.9%

Consolidated SD&A costs                    $82.5                  $73.3                  12.6%               $160.8                 $144.0              

11.7%

Consolidated SD&A costs as a % of net
sales                                      25.9%                  26.9%                  (1.0)%               26.5%                 27.5%               

(1.0)%

Operating income from continuing
operations:

Consolidated operating income              $30.5                  $24.7                  23.5%                $60.0                 $31.3               

91.7%

Consolidated operating margin from
continuing operations                      9.6%                   9.1%                    0.5%                9.9%                   6.0%                    3.9%
Effective income tax rate                  25.2%                  14.2%                  11.0%                25.1%                 14.5%                    10.6%
Net income from continuing operations      $22.6                  $21.1                   7.1%                $44.4                 $26.6               

66.2%

Net income margin from continuing
operations                                 7.1%                   7.7%                   (0.6)%               7.3%                   5.1%               

2.2%

Net income per diluted share from
continuing operations                      $0.59                  $0.55                   7.3%                $1.16                 $0.70                    65.7%
Net income from discontinued
operations                                 $0.2                   $0.9                  (77.8)%               $0.4                   10.6                   (96.2)%
Net income per diluted share from
discontinued operations                    $0.01                  $0.02                 (50.0)%               0.01                   0.28                   (96.4)%


*excluding discontinued operations (see note 4 of the notes to the condensed consolidated financial statements).

* Global Industrial Society manages its activities and reports using a 52-53 week fiscal year

year ending at midnight on the Saturday closest to the 31st of December. To clarify more

presentation, fiscal years and quarters are described as if they ended on the last day

of the respective calendar month. The actual fiscal quarters ended on July 2, 2022 and

July 3, 2021respectively, and the second quarters of 2022 and 2021 each inclusive

13 weeks and the first six months of 2022 and 2021 included 26 weeks.

Average daily sales are calculated based on the number of selling days in each period,

with Canadian sales converted to US dollars using the current year’s average exchange rate

assess. There have been 64 days of sales in the WE in each of the second quarters of 2022 and

2021, respectively, and in Canadathere were 62 selling days in the second quarter of

2022 compared to 63 days of sales in the second quarter of 2021. There were 129

sales days in the WE and 126 days of sale in Canada for the six months ended in 2022

      and 2021, respectively.



                                       16

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Table of Contents The following discussion and management’s analysis will relate to current and discontinued operations.

NET SALES

The Company's net sales increased 16.8% during the quarter ended June 30, 2022
and 15.9% for the six months ended June 30, 2022 as compared to the same periods
in 2021. The Company's sales reflect a continuing strong customer demand
environment and a leading performance by our managed sales group. U.S. sales
increased 18.2% for the quarter and 16.4% for the first six months of 2022
compared to the same periods in 2021. Canada sales, in local currency, were up
2.4% and 11.8%, respectively. In USD, Canada sales declined 1.6% for the second
quarter and increased 9.6% for the first six months of 2022. Consolidated
average daily sales increased 16.9% during the quarter ended June 30, 2022 and
increased 15.9% for the six months ended June 30, 2022.

There were 64 selling days in the U.S. in each of the second quarters of 2022
and 2021, respectively, and in Canada, there were 62 selling days in the second
quarter of 2022 as compared to 63 selling days in the second quarter of 2021.
There were 129 selling days in the U.S. and 126 selling days in Canada for the
six months ended 2022 and 2021, respectively.

GROSS MARGIN

Gross margin is dependent on variables such as product mix including sourcing
and category, competition, pricing strategy, vendor volume rebates, freight
pricing decisions including the use of free or other promotional freight plans,
freight cost inflation including both domestic outbound freight as well as
international inbound ocean freight, inventory valuation and obsolescence and
other variables, any or all of which may result in fluctuations in gross margin.
The Company expects to see continued margin variability due to the current
economic environment, inflationary pressures on both transportation and raw
material costs, and pricing pressures caused by inflated inventory levels.

Gross margin declined by 50 basis points in the second quarter of 2022 compared
to the second quarter of 2021 reflecting the impact of freight fuel surcharges,
certain promotional activities, as well as the flow through of some higher cost
inventory, which were partially offset by the continued increase in private
brand sales mix. Gross margin increased 290 basis points for the six months
ended June 30, 2022, driven by the continued normalization of freight margins as
compared to the transitory costs incurred in the first six months of 2021
related to the transition to a new less-than-truckload ("LTL") freight partner,
partially offset by freight fuel surcharges incurred in the second quarter of
2022. Other contributing factors to our increased gross margin for the six
months ended June 30, 2022 include higher margin private brands capturing a
larger share of our sales mix and a reduction in inventory adjustments as
compared to a write-down of certain personal protection equipment products
occurred in the first quarter last year.

SELLING, DISTRIBUTION AND ADMINISTRATION (“SD&A”) FEES

For the three and six month periods ended June 30, 2022, SD&A costs as a
percentage of sales decreased 100 basis points compared to the same periods in
2021. This improved SD&A leverage primarily reflects targeted SD&A discipline
and fixed cost leverage resulting from the sales growth in the quarter. In the
second quarter of 2022, the significant cost decreases include lower contract
services and consulting and professional fees of approximately $0.2 million.
Offsetting these decreased costs was approximately $4.2 million related to
increased salary and related costs, of which approximately $2.1 million related
to higher variable compensation directly related to the Company's financial
performance, increased temporary help and recruitment costs of approximately
$0.6 million, increased internet advertising spend of approximately $2.3
million, net catalog and trade show costs of approximately $0.1 million related
to our national trade show held in June 2022 and increased insurance costs of
approximately $0.2 million. For the six months ended June 30, 2022, the
significant cost decreases include lower contract services of approximately $0.3
million. Offsetting these decreased costs was approximately $9.3 million related
to increased salary and related costs, of which approximately $4.9 million
related to higher variable compensation directly related to the Company's
financial performance, increased internet advertising spend of approximately
$3.5 million, net catalog and trade show costs of approximately $0.2 million
related to our national trade show held in June 2022 and increased insurance
costs of approximately $0.3 million.

INTERRUPTED OPERATIONS

For the three and six month periods ended June 30, 2022, the Company's
discontinued operations recorded net income of approximately $0.2 million and
$0.4 million, respectively, primarily related to the resolution of certain
liabilities. The Company expects that total additional exit charges related to
discontinued operations after this quarter may aggregate up to $0.5 million.

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In the second quarter ended June 30, 2021, the Company's discontinued operations
recorded a de minimis amount of special charges and recorded approximately $1.8
million in benefit related to the resolution of certain liabilities offset by
operating expenses of approximately $0.4 million and approximately $0.5 million
for provision for income taxes. For the six months ended June 30, 2021, the
Company's discontinued operations received approximately $15.0 million in
restitution receipts offset by approximately $3.0 million of related
professional fees, recorded approximately $0.1 million in vendor settlements and
recorded approximately $2.3 million in benefit related to the resolution of
certain liabilities. Discontinued operations also recorded approximately $0.4
million of operating expenses and approximately $3.4 million for provision for
income taxes.

OPERATING MARGIN

Operating margin for the three and six month periods ended June 30, 2022
improved by 50 basis points and 390 basis points, respectively, compared to the
same periods in 2021. As discussed above, the three and six month increase was
driven by continued normalization of freight margins offset by freight fuel
surcharges, certain promotional activities, flow through of some higher cost
inventory, favorable product margins as our higher margin private brands
captured a larger share of our sales mix, and SD&A leverage.

INTEREST AND OTHER EXPENSES, NET

Interest and other expense, net from continuing operations was $0.3 million in
the second quarter of 2022 compared to $0.1 million in the second quarter of
2021 and for the six months ended June 30, 2022 and 2021, interest and other
expense, net from continuing operations was $0.7 million and $0.2 million,
respectively, which primarily related to interest and foreign exchange losses.

INCOME TAXES

For the three and six month periods ended June 30, 2022, the Company reported
income taxes in continuing operations of approximately $7.6 million and $14.9
million, respectively, related to its U.S., Canada and India operations
including tax expense for certain U.S. states.

In the three month period ended June 30, 2021, the Company reported income taxes
in continuing operations of approximately $3.5 million. The second quarter 2021
tax rate was benefited by the reversal of valuation allowances against the
Company's Canadian net operating losses and other deferred tax assets of
approximately $3.4 million, or $0.09 per diluted share, as well as excess
benefits from stock option exercises of approximately $0.1 million. The Company
reversed these valuation allowances as it believed it was more likely than not
that the net operating losses and deferred tax assets of its Canadian subsidiary
would be realized. In the six month period ended June 30, 2021, the Company
reported income taxes in continuing operations of approximately $4.5 million.
The six month 2021 tax rate was benefited by the above mentioned reversal of
valuation allowances of approximately $3.4 million, or $0.09 per diluted share,
as well as excess benefits from stock option exercises of approximately $0.5
million.


Financial position, liquidity and capital resources

The following tables present selected liquidity data and historical cash flows
(in millions):

Selected liquidity data

                                                  June 30,      December 31,
                                                    2022            2021           $ Change
Cash and cash equivalents                        $   23.5      $        15.4      $     8.1
Accounts receivable, net                         $  135.1      $       106.8      $    28.3
Inventories                                      $  205.7      $       172.8      $    32.9
Prepaid expenses and other current assets        $    7.8      $         6.4      $     1.4
Accounts payable                                 $  128.7      $       

114.4 $14.3

Accrued expenses and other current liabilities   $   48.8      $        50.5      $    (1.7)
Short-term debt                                  $   30.0      $         4.5      $    25.5
Operating lease liabilities                      $   11.9      $        10.5      $     1.4
Working capital                                  $  152.7      $       121.5      $    31.2


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