0001181431-12-061744.txt : 20121203 0001181431-12-061744.hdr.sgml : 20121203 20121203154550 ACCESSION NUMBER: 0001181431-12-061744 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121201 FILED AS OF DATE: 20121203 DATE AS OF CHANGE: 20121203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROBERTS MICHAEL JAMES CENTRAL INDEX KEY: 0001269959 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05684 FILM NUMBER: 121237472 MAIL ADDRESS: STREET 1: ONE MCDONALD'S PLAZA CITY: OAK BROOK STATE: IL ZIP: 60523 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRAINGER W W INC CENTRAL INDEX KEY: 0000277135 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] IRS NUMBER: 361150280 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 GRAINGER PARKWAY CITY: LAKE FOREST STATE: IL ZIP: 60045-5201 BUSINESS PHONE: 847-535-1000 MAIL ADDRESS: STREET 1: 100 GRAINGER PARKWAY CITY: LAKE FOREST STATE: IL ZIP: 60045 4 1 rrd362027.xml FORM 4 X0306 4 2012-12-01 0 0000277135 GRAINGER W W INC GWW 0001269959 ROBERTS MICHAEL JAMES 100 GRAINGER PARKWAY LAKE FOREST IL 60045-5201 1 0 0 0 Common Stock 1000 D Stock Units 2012-12-01 4 A 0 53 194.02 A Common Stock 53 13062 D 1-for-1 The stock units are expected to settle in shares of common stock on a one-for-one basis following termination of service as a director. Exhibit List: Exhibit 24 - Power of Attorney David L. Rawlinson, as attorney-in-fact 2012-12-03 EX-24. 2 rrd324941_367263.htm EXHIBIT 24 - POWER OF ATTORNEY rrd324941_367263.html 
                                                                   EXHIBIT 24

                      POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of John L. Howard, David L. Rawlinson and Aimee M. Nolan, signing singly, the
undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned Forms 3, 4, 5, and 144 relating
to equity securities of W.W. Grainger, Inc. (the "Company") in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder and Rule 144 under the Securities Act of 1933;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete any such Form 3, 4, 5, or 144 and
timely file the same with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of the attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by the attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain
such terms and conditions as the attorney-in-fact may approve in his or her
discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do
and perform any and every act and thing whatsoever requisite, necessary or proper to
be done in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the attorney-in-fact might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming all that the
attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934 or Rule 144 under the Securities Act of 1933.

This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, 5, and 144 with respect to the undersigned's
holdings of and transactions in equity securities of the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the 30th day of October, 2012.



		/s/Michael J. Roberts