W.W. Grainger, Inc. for GRAINGER W W INC (GWW)

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

W.W. GRAINGER, INC.

Subsidiaries as of December 31, 2007

Acklands - Grainger Inc. (Canada)

Dayton Electric Manufacturing Co. (Illinois)

Grainger Caribe, Inc. (Illinois)

Grainger International, Inc. (Illinois)

-

Grainger Global Holdings, Inc. (Delaware)

-

Grainger China LLC (China)

-

Grainger Global Trading (Shanghai) Company Limited (China)

-

Grainger India Private Limited (India)

-

Grainger Panama S.A. (Panama)

-

Grainger Services International Inc. (Illinois)

-

MRO Korea Co., Ltd. (Korea) (49% owned)

-

ProQuest Brands, Inc. (Illinois)

-

MonotaRO Co., Ltd. (Japan) (38.8% owned)

-

WWG de Mexico, S.A. de C.V. (Mexico)

-

Grainger, S.A. de C.V. (Mexico)

-

WWG Servicios, S.A. de C.V. (Mexico)

Lab Safety Supply, Inc. (Wisconsin)

W.W. Grainger, Inc.

(Exact name of registrant as specified in its charter)

Illinois		36-1150280
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Grainger Parkway, Lake Forest, Illinois		60045-5201
(Address of principal executive offices)		(Zip Code)
(847) 535-1000
(Registrant’s telephone number including area code)

W.W. GRAINGER, INC.

Subsidiaries as of December 31, 2007

Acklands - Grainger Inc. (Canada)

Dayton Electric Manufacturing Co. (Illinois)

Grainger Caribe, Inc. (Illinois)

Grainger International, Inc. (Illinois)

-

Grainger Global Holdings, Inc. (Delaware)

-

Grainger China LLC (China)

-

Grainger Global Trading (Shanghai) Company Limited (China)

-

Grainger India Private Limited (India)

-

Grainger Panama S.A. (Panama)

-

Grainger Services International Inc. (Illinois)

-

MRO Korea Co., Ltd. (Korea) (49% owned)

-

ProQuest Brands, Inc. (Illinois)

-

MonotaRO Co., Ltd. (Japan) (38.8% owned)

-

WWG de Mexico, S.A. de C.V. (Mexico)

-

Grainger, S.A. de C.V. (Mexico)

-

WWG Servicios, S.A. de C.V. (Mexico)

Lab Safety Supply, Inc. (Wisconsin)

EX-23
9
exhibit23.htm

Exhibit 23

This excerpt taken from the GWW 10-Q filed Nov 2, 2007.

W.W. GRAINGER, INC.

By: __________________________

Name:

Title:

A-3

ANNEX A

COUNTERPARTY SETTLEMENT PROVISIONS

1. The following Counterparty Settlement Provisions shall apply to the extent indicated under the Master Confirmation:

Settlement Currency:

USD

Settlement Method Election:

Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line thereof and replacing it with the words “Net Share” and (ii) the Electing Party may make a settlement method election only if the Electing Party represents and warrants to GS&Co. in writing on the date it notifies GS&Co. of its election that, as of such date, the Electing Party is not aware of any material non-public information concerning Counterparty or the Shares and is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.

Electing Party:

Counterparty

Settlement Method

Election Date:

The earlier of (i) the Scheduled Termination Date and (ii) the Accelerated Termination Date, as the case may be; provided that if a Friendly Transaction Announcement occurs after the Settlement Date, the Settlement Method Election Date for the Second Settlement shall be the date of the Friendly Transaction Announcement.

Default Settlement Method:

Cash Settlement

Forward Cash Settlement

Amount:

The Number of Shares to be Delivered multiplied by the Settlement Price; provided that in the case of a Second Settlement occurring after an early termination or cancellation of the relevant Transaction pursuant to Section 6 of the Agreement or Article 12 of the Equity Definitions, the Forward Cash Settlement Amount shall equal the lesser of (i) zero and (ii)(x) the Payment Amount that would have been calculated for such early termination or cancellation if clause (x)(b)(ii) in the definition of Number of Shares to be Delivered had been replaced with “(b)(ii) the Prorated Forward Price Adjustment Amount”, as determined by the Calculation Agent minus (y) the actual Payment Amount calculated for such early termination or cancellation (in each case, with an amount that would have been owed by Counterparty expressed as a negative number for purposes of this calculation).

Settlement Price:

The average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, subject to “Valuation Disruption” as specified in the Master Confirmation.

1

Settlement Valuation Period:

A number of Scheduled Trading Days selected by GS&Co. in its reasonable discretion, beginning on the Scheduled Trading Day immediately following the Termination Date or, in the case of a Second Settlement, the date of the Friendly Transaction Announcement.

Cash Settlement:

If Cash Settlement is applicable, then Buyer shall pay to Seller the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment Date.

Cash Settlement

Payment Date:

The date one Settlement Cycle following the last day of the Settlement Valuation Period.

Net Share Settlement

Procedures:

If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs 2 through 7 below.

2. Net Share Settlement shall be made by delivery on the Cash Settlement Payment Date of a number of Shares satisfying the conditions set forth in paragraph 3 below (the “

These excerpts taken from the GWW 10-K filed Feb 27, 2007.

W.W. GRAINGER, INC.

Subsidiaries as of January 1, 2007

Acklands - Grainger Inc. (Canada)

Dayton Electric Manufacturing Co. (Illinois)

Grainger Caribe, Inc. (Illinois)

Grainger International, Inc. (Illinois)

-

Grainger Global Holdings, Inc. (Delaware)

-

Grainger China LLC (China)

-

Grainger Global Trading (Shanghai) Company Limited (China)

-

Grainger Services International Inc. (Illinois)

-

MRO Korea Co., Ltd. (Korea) (49% owned)

-

ProQuest Brands, Inc. (Illinois)

-

MonotaRO Co., Ltd. (Japan) (38.3% owned)

-

WWG de Mexico, S.A. de C.V. (Mexico)

-

Grainger, S.A. de C.V. (Mexico)

-

WWG Servicios, S.A. de C.V. (Mexico)

Lab Safety Supply, Inc. (Wisconsin)

-

AW Direct, Inc. (Wisconsin)

-

Professional Equipment, Inc. (Wisconsin)

W.W. Grainger, Inc.

(Exact name of registrant as specified in its charter)

Illinois		36-1150280
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Grainger Parkway, Lake Forest, Illinois		60045-5201
(Address of principal executive offices)		(Zip Code)
(847) 535-1000
(Registrant’s telephone number including area code)

This excerpt taken from the GWW 10-K filed Mar 6, 2006.

W.W. Grainger, Inc.

(Exact name of registrant as specified in its charter)

Illinois		36-1150280
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Grainger Parkway, Lake Forest, Illinois		60045-5201
(Address of principal executive offices)		(Zip Code)
(847) 535-1000
(Registrant’s telephone number including area code)

This excerpt taken from the GWW 10-Q filed Aug 2, 2005.

W.W. Grainger, Inc.
(Exact name of registrant as specified in its charter)

Illinois
(State or other jurisdiction of incorporation or organization)

36-1150280
(I.R.S. Employer Identification No.)

100 Grainger Parkway, Lake Forest, Illinois
(Address of principal executive offices)

60045-5201
(Zip Code)

(847) 535-1000
(Registrant’s telephone number including area code)

Not Applicable
(Former name, former address and former fiscal year; if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ___X____ No _______

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ___X____ No _______


APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 89,105,942 shares of the Company’s Common Stock were outstanding as of June 30, 2005.

1

	TABLE OF CONTENTS	Page No.

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Earnings for the Three Months and Six Months Ended June 30, 2005 and June 30, 2004	3

	Condensed Consolidated Statements of Comprehensive Earnings for the Three Months and Six Months Ended June 30, 2005 and June 30, 2004	4

	Condensed Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004	5 - 6

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and June 30, 2004	7 - 8

	Notes to Condensed Consolidated Financial Statements	9 - 16

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17 - 26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 6.	Exhibits	29

Signatures		30

EXHIBITS

Exhibit 11	Computations of Earnings Per Share

Exhibits 31 & 32	Certifications

2

GWW » Topics » W.W. Grainger, Inc. This excerpt taken from the GWW 10-Q filed May 4, 2009. W.W. GRAINGER, INC.

/s/ Larry J. Loizzo	By:	/s/ Kim Cysewski
Larry J. Loizzo

10-Q	May 4, 2009

10-K (3 sections)	Feb 27, 2008

10-Q	Nov 2, 2007

10-K (2 sections)	Feb 27, 2007

10-K	Mar 6, 2006

10-Q	Aug 2, 2005

W.W. Grainger (GWW)

GWW » Topics » W.W. Grainger, Inc.

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