Explanation of Responses: |
(1) | Shares held in trusts for which Ms. Slavik Williams serves as trustee and is the sole beneficiary. |
(2) | Shares held in trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest in such shares. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.03 to $347.00, inclusive. The reporting person undertakes to provide W.W. Grainger, Inc., any security holder of W.W. Grainger, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 3, 5, 6, 7, 8, and 9. |
(4) | Shares held in trust for which Ms. Slavik Williams' husband serves as trustee and her immediate family are beneficiaries. Ms. Slavik Williams disclaims beneficial ownership of such shares. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.04 to $347.9785, inclusive. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.05 to $348.97, inclusive. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $349.05 to $349.52, inclusive. |
(8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.28 to $351.26, inclusive. |
(9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.28 to $351.48, inclusive. |
(10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.83 to $351.78, inclusive. The reporting person undertakes to provide W.W. Grainger, Inc., any security holder of W.W. Grainger, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 10, 11, 12, and 13. |
(11) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.83 to $352.80, inclusive. |
(12) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.87 to $353.73, inclusive. |
(13) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $353.89 to $354.83, inclusive. |
(14) | Shares held by corporation of which Ms. Slavik Williams is a director. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein. |
(15) | Shares held by limited liability company of which Ms. Slavik Williams is the sole manager. Ms. Williams disclaims beneficial ownership of such shares except to the extent of her actual pecuniary interest therein. |
(16) | Shares held in trust for which Ms. Slavik Williams serves as trustee and she and her immediate family are beneficiaries. She disclaims beneficial ownership of such shares except to the extent of her actual
pecuniary interest in such shares. |
(17) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.00 to $346.99, inclusive. The reporting person undertakes to provide W.W. Grainger, Inc., any security holder of W.W. Grainger, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 17, 18, 19, 20, 21, 22, and 23. |
(18) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.00 to $347.999, inclusive. |
(19) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.08 to $348.98, inclusive. |
(20) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $349.04 to $349.22, inclusive. |
(21) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.07 to $350.98, inclusive. |
(22) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $351.19 to $351.99, inclusive. |
(23) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $352.14 to $353.09, inclusive. |
(24) | 1-for-1 |
(25) | The stock units are expected to settle in shares of common stock on a one-for-one basis following end of service as a director. |