Item 1.01. Entry into a Material Definitive Agreement.

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, and JPMorgan Chase Bank, N.A. ("JPMorgan"), as administrative agent. Pursuant to the Credit Facility, the Company and certain of its subsidiaries (collectively, the " Borrowers ") 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 Credit Facility replaces the Company's former $750,000,000 unsecured revolving credit facility, dated as of October 6, 2017, (the "2017 Credit Facility"), among the Company, the lenders party thereto, and U.S. Bank National Association, as administrative agent, which was scheduled to mature on October 6, 2022. The termination date for the 2017 Credit Facility was February 14, 2020.

The Credit Facility is unsecured and repayable at maturity on February 14, 2025, subject to two, one-year extensions if sufficient lenders agree. Borrowings under the Credit Facility will bear interest, at the Company's option, either at (a) the Eurocurrency rate for specified interest periods plus a margin determined with reference to the rating on the Company's non-credit-enhanced, senior unsecured long-term debt or (b) the base rate, which is the highest of (i) 1%, (ii) the Wall Street Journal prime rate, (iii) the higher of (A) the federal funds rate and (B) the Federal Reserve Bank of New York overnight rate, in each case plus 0.50% per annum or (iv) the Eurocurrency rate for a one month interest period plus 1.00% per annum, plus, in each case, a margin determined with reference to the rating on the Company's non-credit-enhanced, senior unsecured long-term debt. The facility fees are also determined with reference to the rating on the Company's non-credit-enhanced, senior unsecured long-term debt.

The Credit Facility contains customary representations and warranties and covenants for a transaction of this type, including covenants applicable to the Company and its subsidiaries limiting liens, substantial asset sales and mergers. Most of these restrictions are subject to certain minimum thresholds and exceptions. In addition, the Credit Facility contains customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of any representation or warranty, bankruptcy or insolvency proceedings, change of control, ERISA matters and cross-acceleration to other debt agreements. The Company has unconditionally guaranteed the obligations of each other Borrower under the Credit Facility.

The above summary of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Facility, a copy of which has been filed as Exhibit 10.1 hereto.

Certain of the lenders and their affiliates have from time to time performed, and/or may in the future perform, for the Company and its subsidiaries, various banking, underwriting, and other financial services, for which they receive customary fees and expenses.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth above under Item 1.01 is hereby incorporated by reference in this Item 1.02.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under


            Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits




Exhibit No.                                 Description

  10.1          Credit Agreement, dated as of February 14, 2020, by and among W.W.
              Grainger, Inc., the lenders party thereto and JPMorgan Chase, as
              Administrative Agent.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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