GWW 10-K Annual Report Dec. 31, 2019 | Alphaminr
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GWW 10-K Fiscal year ended Dec. 31, 2019

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W.W. GRAINGER, INC.
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TABLE OF CONTENTS
Part IItem 1: BusinessItem 1A: Risk FactorsItem 1B: Unresolved Staff CommentsItem 2: PropertiesItem 3: Legal ProceedingsItem 4: Mine Safety DisclosuresPart IIItem 5: Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6: Selected Financial DataItem 7: Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A: Quantitative and Qualitative Disclosures About Market RiskItem 8: Financial Statements and Supplementary DataItem 9: Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A: Controls and ProceduresItem 9B: Other InformationPart IIIItem 10: Directors, Executive Officers and Corporate GovernanceItem 11: Executive CompensationItem 12: Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13: Certain Relationships and Related Transactions, and Director IndependenceItem 14: Principal Accountant Fees and ServicesPart IVItem 15: Exhibits and Financial Statements SchedulesItem 16: Form 10-k SummaryNote 1 - Summary Of Significant Accounting PoliciesNote 2 - RevenueNote 3 - Property, Buildings and EquipmentNote 4 - Goodwill and Other Intangible AssetsNote 5 - RestructuringNote 6 - Short-term DebtNote 7 - Long-term DebtNote 8 - Employee BenefitsNote 9 - LeasesNote 10 - Stock Incentive PlansNote 11 - Capital StockNote 12 - Accumulated Other Comprehensive Earnings (losses) (aoce)Note 13 - Income TaxesNote 14 - Segment InformationNote 15 - Contingencies and Legal MattersNote 16 - Selected Quarterly Financial Data (unaudited)Note 17 - Subsequent Event

Exhibits

2.1 Share Purchase Agreement, dated as of July 30, 2015, by and among Grainger, GWW UK Holdings Limited, Gregory Family Office Limited and Michael Gregory, incorporated by reference to Exhibit 2.1 to W.W.Grainger,Inc.s Current Report on Form 8-K dated July 31, 2015. 3.2 By-laws, as amended on March 9, 2017, incorporated by reference to Exhibit 3.1.1 to W.W.Grainger,Inc.s Current Report on Form 8-K dated March 9, 2017. 4.2 Indenture, dated as of June 11, 2015, between W.W.Grainger,Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to W.W.Grainger,Inc.s Current Report on Form 8-K dated June 11, 2015. 4.3 First Supplemental Indenture, dated as of June 11, 2015, between W.W.Grainger,Inc. and U.S. Bank National Association, as trustee, and Form of 4.60% Senior Notes due 2045, incorporated by reference to Exhibit 4.2 to W.W.Grainger,Inc.s Current Report on Form 8-K dated June 11, 2015. 4.4 Second Supplemental Indenture, dated as of May16, 2016, between W.W.Grainger,Inc., and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to W.W.Grainger,Inc.s Current Report on Form 8-K dated May 16, 2016. 4.5 Third Supplemental Indenture, dated as of May22, 2017, between W.W.Grainger,Inc., and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to W.W.Grainger,Inc.s Current Report on Form 8-K dated May 22, 2017. 4.6 Formof 3.75% Senior Notes due 2046 (included in Exhibit4.4), incorporated by reference to Exhibit 4.2 to W.W.Grainger,Inc.s Current Report on Form 8-K dated May 16, 2016. 4.7 Formof 4.20% Senior Notes due 2047 (included in Exhibit4.5), incorporated by reference to Exhibit 4.2 to W.W.Grainger,Inc.s Current Report on Form 8-K dated May 22, 2017. 4.8 Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934. 10.1 1990 Long-Term Stock Incentive Plan, as amended, incorporated by reference to Exhibit 10(a) to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.* 10.2 Form of Indemnification Agreement between W.W.Grainger,Inc. and each of its directors and certain of its executive officers, incorporated by reference to Exhibit 10(b)(i) to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.* 10.3 Frozen Executive Death Benefit Plan, as amended, incorporated by reference to Exhibit 10(b)(v) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2007.* 10.4 First amendment to the Frozen Executive Death Benefit Plan, incorporated by reference to Exhibit 10(b)(v)(1) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2008.* 10.5 Second amendment to the Frozen Executive Death Benefit Plan, incorporated by reference to Exhibit 10(b)(iv)(2) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2009.* 10.6 Supplemental Profit Sharing Plan, as amended, incorporated by reference to Exhibit 10(viii) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2003.* 10.7 Supplemental Profit Sharing Plan II, as amended, incorporated by reference to Exhibit 10(b)(ix) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2007.* 10.8 Voluntary Salary and Incentive Deferral Plan, as amended, incorporated by reference to Exhibit 10(b)(xi) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2007.* 10.9 Summary Description of the 2019 Directors Compensation Program.* 10.10 2005 Incentive Plan, as amended, incorporated by reference to Exhibit 10(d) to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.* 10.12 Form of Stock Option Award Agreement between W.W.Grainger,Inc. and certain of its executive officers, incorporated by reference to Exhibit 10(b)(xvi) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2009.* 10.13 Form of Stock Option Award and Restricted Stock Unit Agreement between W.W.Grainger,Inc. and certain of its executive officers, incorporated by reference to Exhibit 10(b)(xvii) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2009.* 10.14 Form of Restricted Stock Unit Agreement between W.W.Grainger,Inc. and certain of its executive officers, incorporated by reference to Exhibit 10(b)(xviii) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2010.* 10.15 Form of 2012 Performance Share Award Agreement between W.W.Grainger,Inc. and certain of its executive officers, incorporated by reference to Exhibit 10(b)(xix) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2012.* 10.16 Summary Description of the 2020 Management Incentive Program.* 10.17 Incentive Program Recoupment Agreement, incorporated by reference to Exhibit 10(b)(xxv) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2009.* 10.18 Form of Change in Control Employment Agreement between W.W.Grainger,Inc. and certain of its executive officers, incorporated by reference to Exhibit 10(b)(xxvii) to W.W.Grainger,Inc.s Annual Report on Form 10-K for the year ended December 31, 2010.* 10.19 Form of 2013 Performance Share Award Agreement between Grainger and certain of its executive officers, incorporated by reference to Exhibit 10(b)(xxiii) to Grainger's Annual Report on Form 10-K for the year ended December 31, 2013.* 10.20 Form of 2014 Performance Share Award Agreement between W.W.Grainger,Inc. and certain of its executive officers, incorporated by reference to Exhibit 10(b)(xxiv) to Grainger's Annual Report on Form 10-K for the year ended December 31, 2014.* 10.21 Form of 2015 Performance Share Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.28 to W.W. Grainger, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015.* 10.23 First Amendment to the W.W.Grainger,Inc. 2015 Incentive Plan, incorporated by reference to 10.1 of W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* 10.24 W.W. Grainger, Inc. 2015 Incentive Plan as Amended and Restated Effective October 31, 2018, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.* 10.25 180,000,000 Facilities Agreement, dated as of August 26, 2015, by and among GWW UK Holdings Ltd, W.W. Grainger, Inc., the lender parties thereto, Lloyds Bank PLC and Lloyds Securities Inc., as Arrangers, and Lloyds Bank PLC, as Agent, incorporated by reference to W.W.Grainger,Inc.s Current Report on Form 8-K dated September 1, 2015. 10.26 Form of Stock Option Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.1 to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.* 10.27 Form of Restricted Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.2 to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.* 10.28 Form of 2016 Performance Share Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.3 to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.* 10.29 Form of Stock Option Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.2 to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* 10.30 Form of Restricted Stock Unit Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.3 to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* 10.31 Form of 2017 Performance Share Award Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.4 to W.W.Grainger,Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.* 10.32 Separation Agreement and General Release by and between W.W. Grainger, Inc. and Ronald L. Jadin dated April 2, 2018, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* 10.33 Form of Separation Agreement and General Release by and between W.W. Grainger, Inc. and Joseph C. High, incorporated by reference to Exhibit 10.2 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* 10.34 Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Stock Option Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.3 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* 10.35 Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.4 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* 10.36 Form of 2018 W.W. Grainger, Inc. 2015 Incentive Plan Performance Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.5 to W.W. Grainger, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.* 10.37 Form of 2019 W.W. Grainger, Inc. 2015 Stock Incentive Plan Stock Option Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.* 10.38 Form of 2019 W.W. Grainger, Inc. 2015 Stock Incentive Plan Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.2 to W.W. Grainger, Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.* 10.39 Form of 2019 W.W. Grainger, Inc. 2015 Stock Incentive Plan Performance Restricted Stock Unit Agreement between W.W. Grainger, Inc. and certain of its executive officers, incorporated by reference to Exhibit 10.3 to W.W. Grainger, Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.* 10.40 Credit Agreement dated as of February 14, 2020, by and among W.W. Grainger, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to W.W. Grainger, Inc.'s Current Report on Form 8-K dated February 14, 2020. 21 Subsidiaries of Grainger. 23 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.