W.W. Grainger (GWW)

(b)

On February 21, 2007, David W. Grainger notified the Board of Directors of W.W. Grainger, Inc. (the "Company") that he has decided not to stand for re-election as a director at the Company's annual meeting of shareholders to be held on April 25, 2007. Mr. Grainger will continue to serve as an officer of the Company, in the position of Senior Chairman. A copy of the Company’s press release announcing these developments is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(c)

On February 21, 2007, the Company’s Board of Directors elected James T. Ryan, age 48, as President and Chief Operating Officer of the Company, effective on that date. Mr. Ryan had been President of the Company since April 2006, prior to which he had been Group President since April 2004. Before assuming the Group President position, he was the Company’s Executive Vice President, Marketing, Sales and Service, a position to which he was first elected in April 2002, and Executive Vice President, Marketing and Sales, a position to which he was first elected in June 2001.

(d)

On February 21, 2007, the Company’s Board of Directors appointed James T. Ryan, the Company's newly-appointed President and Chief Operating Officer, as a director of the Company, after increasing the number of directors from thirteen to fourteen. There is no arrangement or understanding between Mr. Ryan and any other person pursuant to which he was selected as a director, and there are no related party transactions between Mr. Ryan and the Company. Mr. Ryan is a Company employee and accordingly is not considered "independent," and he will therefore not serve on any committees of the Board of Directors. A copy of the Company’s press release announcing (among other things) Mr. Ryan's appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.