Item 8.01. Other Events.

On February 26, 2020, W.W. Grainger, Inc. (the "Company") issued $500 million of its 1.85% Senior Notes due 2025 (the "Notes") upon completion of a public offering. The Notes were issued pursuant to an indenture, dated as of June 11, 2015, as supplemented by a fourth supplemental indenture, dated as of February 26, 2020, between the Company and U.S. Bank National Association, as trustee.

The Notes are senior unsecured obligations of the Company and will mature on February 15, 2025. Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020.

Prior to January 15, 2025, the Company may redeem the Notes in whole or in part at any time and from time to time at a "make-whole" redemption price calculated by reference to the then current yield on a US treasury security with a maturity comparable to the remaining term of the Notes plus 10 basis points, together with accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after January 15, 2025, the Company may redeem the Notes in whole or in part at any time and from time to time at 100% of their principal amount, together with accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. Additionally, if the Company experiences specific kinds of changes of control, it will be required to make an offer to purchase the Notes at 101% of their principal amount plus accrued and unpaid interest thereon, if any, to, but excluding, the date of purchase.

In connection with the offering of the Notes, the Company entered into an Underwriting Agreement, dated February 21, 2020 (the "Underwriting Agreement"), among the Company and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (together, the "Underwriters"). Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Company intends to use the net proceeds of approximately $494.7 million (after deducting the underwriting discount and estimated offering expenses) from the offering of the Notes to repay certain indebtedness of its subsidiaries and the remainder for general corporate purposes, including the repurchase of shares of the Company's common stock pursuant to its share repurchase program.

Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (Registration No. 333-236530), filed with the Securities and Exchange Commission on February 20, 2020, relating to the Notes offered pursuant to the Prospectus Supplement, dated February 21, 2020.

Item 9.01. Financial Statements and Exhibits.





(d)           Exhibits



Exhibit No.                             Description of Exhibit

  1.1              Underwriting Agreement, dated as of February 21, 2020, among W.W.
                 Grainger, Inc. and BofA Securities, Inc. and J.P. Morgan Securities
                 LLC, as representatives of the underwriters named therein.

  4.1              Fourth Supplemental Indenture, dated as of February 26, 2020,
                 between W.W. Grainger, Inc., and U.S. Bank National Association, as
                 trustee.

  4.2              Form of 1.85% Senior Notes due 2025 (included in Exhibit 4.1).

  5.1              Opinion of Baker & McKenzie LLP, counsel for W.W. Grainger, Inc.,
                 as to the validity of the Notes.

  23.1             Consent of Baker & McKenzie LLP (included in Exhibit 5.1).

104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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