8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2020

W.W. GRAINGER, INC.

(Exact name of Registrant as Specified in Charter)

Illinois	1-5684	36-1150280
(State or other Jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Grainger Parkway, Lake Forest, Illinois	60045-5201
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 535-1000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock	GWW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2020
	W.W. GRAINGER, INC.
	By:	/s/ Hugo Dubovoy, Jr.
		Hugo Dubovoy, Jr.
		Vice President, Corporate Secretary

EX-99.1

Exhibit 99.1

 

W.W. Grainger, Inc.
100 Grainger Parkway
Lake Forest, IL 60045-5201
invest.grainger.com    

Grainger Elects to Draw Down on Revolving Credit Facility to Supplement Strong
Cash Position

CHICAGO, Mar. 31, 2020 -- Grainger (NYSE: GWW), the leading broad line supplier of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced that it elected to draw down $1 billion from its unsecured revolving credit facility. This is a proactive measure to increase the company’s cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic. The funds will supplement the company’s strong cash position.

“Our priority remains the health and safety of our team members and customers as we continue to navigate this uncertain period,” said DG Macpherson, Grainger Chairman and CEO. “Grainger’s financial position is strong. However, in an abundance of caution and as a proactive measure, we are taking prudent actions to increase our liquidity and financial flexibility. We remain committed to providing superior customer service and maintaining high-levels of inventory and to support our customers through this pandemic and beyond.”

After the draw down, Grainger expects to have approximately $1.5 billion of cash on hand and approximately $250 million of available committed capacity remaining under the revolving credit facility. The principal balance of borrowings under the revolving credit facility is due on February 14, 2025, and the Company does not have any material debt maturities prior to that date. With the actions taken today, the company believes it will have sufficient liquidity to navigate through this period of heightened uncertainty.

About Grainger

W.W. Grainger, Inc., with 2019 sales of $11.5 billion, is North America’s leading broad line supplier of maintenance, repair and operating (MRO) products, with operations also in Europe, Asia and Latin America.

Safe Harbor Statement

All statements in this communication, other than those relating to historical facts, are “forward-looking statements.” Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project” “will” or “would” and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. Forward-looking statements include, but are not limited to, statements about cash on hand, liquidity, financial position and financial flexibility. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others: business, supply chain, health of employees and economic effects of the COVID-19 pandemic; higher product costs or other expenses; a major loss of customers; loss or disruption of source of supply; increased competitive pricing pressures; failure to develop or implement new technology initiatives; the implementation, timing and results of our strategic pricing initiatives; the outcome of pending and future litigation or governmental or regulatory proceedings, including with respect to wage and hour, anti-bribery and corruption, environmental, advertising, privacy and cybersecurity matters; investigations, inquiries, audits and changes in laws and regulations; failure to comply with laws, regulations and standards; disruption of information technology or data security systems involving us or third parties on which we depend; general industry, economic, market or political conditions; general global economic conditions, including tariffs and trade issues and policies; currency exchange rate fluctuations; market volatility; commodity price volatility; labor shortages; facilities disruptions or shutdowns; higher fuel costs or disruptions in transportation services; pandemic diseases and natural and other catastrophes; unanticipated and/or extreme weather conditions; loss of key members of management; our ability to operate, integrate and leverage acquired businesses; changes in effective tax rates; our common stock, including volatility in our stock price; and other factors which can be found in our filings with the Securities and Exchange Commission, including our most recent periodic reports filed on Form 10-K and Form 10- Q, which are available on our Investor Relations website. Forward-looking statements are given only as of the date of this communication and we disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Media:	Investors:
Joseph Micucci	Irene Holman
Senior Director, External Affairs	Vice President, Investor Relations
O: 847-535-0879	O: 847-535-0809
M: 847-830-5328	M: 847-217-8679
Grainger Media Relations Hotline	Abby Sullivan
847-535-5678	Senior Manager, Investor Relations
	O: 847-535-0939
	M: 847-271-6357

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XML

Cover	Mar. 26, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 26, 2020
Entity File Number	1-5684
Entity Registrant Name	W.W. GRAINGER, INC.
Entity Central Index Key	0000277135
Entity Tax Identification Number	36-1150280
Entity Incorporation, State or Country Code	IL
Entity Address, Address Line One	100 Grainger Parkway
Entity Address, City or Town	Lake Forest
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60045-5201
City Area Code	847
Local Phone Number	535-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	GWW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false