Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on February 14, 2020, W.W. Grainger, Inc. (the "Company") as borrower, entered into a five-year syndicated revolving credit facility agreement (the "Credit Facility") with the financial institutions and other lenders named therein (the "Lenders"), and JPMorgan Chase Bank, N.A., as administrative agent. Pursuant to the Credit Facility, the Company and certain of its subsidiaries may obtain loans in various currencies on a revolving basis in an aggregate amount not exceeding the U.S. Dollar equivalent of $1,250,000,000, which amount may be increased from time to time up to $1,875,000,000 at the request of the Company, subject to obtaining additional commitments and other customary conditions. The material terms of the Credit Facility are described in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 14, 2020, and such description is hereby incorporated by reference.

On March 26, 2020, the Company provided notice to the Lenders to borrow approximately $1 billion under the Credit Facility (the "Drawdown"). The Company borrowed under the Credit Facility as a proactive measure to increase its cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic. The Company intends to use the proceeds borrowed for general corporate purposes.

On March 31, 2020, the Company received the funds from the Drawdown and issued a press release announcing the Drawdown. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.




Item 9.01.     Financial Statements and Exhibits.



(d)     Exhibits



Exhibit No.                                 Description

  99.1           Press release dated March 31, 2020.
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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