GWW » Topics » NOTE 13- CAPITAL STOCK

These excerpts taken from the GWW 10-K filed Feb 27, 2008.

NOTE 13– CAPITAL STOCK

 

The Company had no shares of preferred stock outstanding as of December 31, 2007, 2006 and 2005. The activity of outstanding common stock and common stock held in treasury was as follows:

 

 

2007

2006

2005

 

Outstanding Common Stock

Treasury Stock

Outstanding Common Stock

Treasury Stock

Outstanding Common Stock

Treasury Stock

Balance at beginning of period

84,067,627 

25,590,311 

89,715,641 

19,952,297 

90,597,427 

19,075,511 

Exercise of stock options,

net of 3,318, 0 and

47,057 shares swapped

in stock-for-stock exchange

2,427,205 

(2,427,205)

1,390,461 

(1,390,461)

1,503,259 

(1,503,259)

Cancellation of shares related

to tax withholdings on restricted

stock vesting

(14,867)

14,867 

(59,297)

59,297 

(15,493)

15,493 

Settlement of restricted

stock units, net of 16,739, 6,228

and 3,017 shares retained,

respectively

31,057 

(29,776)

13,822 

(13,822)

7,748 

(7,748)

Cancellation of restricted shares

– 

– 

(10,000)

– 

(5,000)

– 

Purchase of treasury shares

(7,051,607)

7,051,607 

(6,983,000)

6,983,000 

(2,372,300)

2,372,300 

Balance at end of period

79,459,415 

30,199,804 

84,067,627 

25,590,311 

89,715,641 

19,952,297 

 

On August 17, 2007, the Company’s Board of Directors authorized the restoration of the share repurchase program to 10 million shares. The program, which has no stated expiration date, replaced the existing 10 million share program that was authorized in October 2006. A total of 4,010,200 shares had been acquired under the prior program.

 

On August 20, 2007, the Company entered into an accelerated share repurchase agreement (ASR) with Goldman, Sachs & Co. (Goldman) to purchase $500 million of its outstanding common stock. The Company paid Goldman $500 million on August 23, 2007, in exchange for an initial delivery of 5,316,007 shares. The ASR was treated as an equity transaction. At settlement, the Company was to receive or pay additional shares of its common stock or cash (at Grainger’s option), based upon the volume weighted average price during the term of the agreement. The ASR was completed on January 4, 2008. See Note 22 to the Consolidated Financial Statements for further discussion related to the ASR.

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NOTE 13– CAPITAL STOCK



 



The Company had no shares of preferred stock outstanding as of December 31, 2007, 2006 and 2005. The activity of outstanding common stock and common stock held in treasury was as follows:



 












































































 


2007


2006


2005


 


Outstanding Common Stock


Treasury Stock


Outstanding Common Stock


Treasury Stock


Outstanding Common Stock


Treasury Stock


Balance at beginning of period


84,067,627 


25,590,311 


89,715,641 


19,952,297 


90,597,427 


19,075,511 


Exercise of stock options,


net of 3,318, 0 and


47,057 shares swapped


in stock-for-stock exchange


2,427,205 


(2,427,205)


1,390,461 


(1,390,461)


1,503,259 


(1,503,259)


Cancellation of shares related


to tax withholdings on restricted


stock vesting


(14,867)


14,867 


(59,297)


59,297 


(15,493)


15,493 


Settlement of restricted


stock units, net of 16,739, 6,228


and 3,017 shares retained,


respectively


31,057 


(29,776)


13,822 


(13,822)


7,748 


(7,748)


Cancellation of restricted shares


– 


– 


(10,000)


– 


(5,000)


– 


Purchase of treasury shares


(7,051,607)


7,051,607 


(6,983,000)


6,983,000 


(2,372,300)


2,372,300 


Balance at end of period


79,459,415 


30,199,804 


84,067,627 


25,590,311 


89,715,641 


19,952,297 




 



On August 17, 2007, the Company’s Board of Directors authorized the restoration of the share repurchase program to 10 million shares. The program, which has no stated expiration date, replaced the existing 10 million share program that was authorized in October 2006. A total of 4,010,200 shares had been acquired under the prior program.



 



On August 20, 2007, the Company entered into an accelerated share repurchase agreement (ASR) with Goldman, Sachs & Co. (Goldman) to purchase $500 million of its outstanding common stock. The Company paid Goldman $500 million on August 23, 2007, in exchange for an initial delivery of 5,316,007 shares. The ASR was treated as an equity transaction. At settlement, the Company was to receive or pay additional shares of its common stock or cash (at Grainger’s option), based upon the volume weighted average price during the term of the agreement. The ASR was completed on January 4, 2008. See Note 22 to the Consolidated Financial Statements for further discussion related to the ASR.






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EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2008

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"NOTE 13- CAPITAL STOCK" elsewhere:

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