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GWW » Topics » Issuer Purchases of Equity Securities - Third Quarter

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

Issuer Purchases of Equity Securities – Fourth Quarter

 

Period

Total Number

of Shares

Purchased (A)

Average Price

Paid per

Share (B)

Total Number of Shares

Purchased as Part of

Publicly Announced Plans

or Programs (C)

Maximum Number of

Shares that May Yet Be

Purchased Under the

Plans or Programs

Oct. 1 – Oct. 31

-

-

-

4,683,993 

shares

 

 

 

 

 

 

Nov. 1 – Nov. 30

-

-

-

4,683,993 

shares

 

 

 

 

 

 

Dec. 1 – Dec. 31

-

-

-

4,683,993 

shares

Total

-

-

-

 

 

 

(A)

There were no shares withheld to satisfy tax withholding obligations in connection with the vesting of employee restricted stock awards.

 

(B)

Average price paid per share includes any commissions paid and includes only those amounts related to purchases as part of publicly announced plans or programs. Activity is reported on a trade date basis.

 

(C)

During the first six months of 2007, purchases were made pursuant to a share repurchase program approved by Grainger’s Board of Directors on October 16, 2006. A total of 4,010,200 shares were acquired under this authorization. Effective August 17, 2007, the Board of Directors granted authority to restore the repurchase program to 10 million shares.

 

On August 20, 2007, Grainger entered into an accelerated share repurchase agreement (ASR) with Goldman, Sachs & Co. (Goldman) to purchase $500 million of its outstanding common stock. Grainger 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, Grainger 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.

 

Issuer Purchases of Equity Securities – Fourth Quarter



 























































Period

Total Number


of Shares


Purchased (A)

Average Price


Paid per


Share (B)

Total Number of Shares


Purchased as Part of


Publicly Announced Plans


or Programs (C)

Maximum Number of


Shares that May Yet Be


Purchased Under the


Plans or Programs

Oct. 1 – Oct. 31

-

-

-

4,683,993 

shares

 

 

 

 

 

 

Nov. 1 – Nov. 30

-

-

-

4,683,993 

shares

 

 

 

 

 

 

Dec. 1 – Dec. 31

-

-

-

4,683,993 

shares

Total

-

-

-

 

 



 










(A)

There were no shares withheld to satisfy tax withholding obligations in connection with the vesting of employee restricted stock awards.




 










(B)

Average price paid per share includes any commissions paid and includes only those amounts related to purchases as part of publicly announced plans or programs. Activity is reported on a trade date basis.




 










(C)

During the first six months of 2007, purchases were made pursuant to a share repurchase program approved by Grainger’s Board of Directors on October 16, 2006. A total of 4,010,200 shares were acquired under this authorization. Effective August 17, 2007, the Board of Directors granted authority to restore the repurchase program to 10 million shares.





 



On August 20, 2007, Grainger entered into an accelerated share repurchase agreement (ASR) with Goldman, Sachs & Co. (Goldman) to purchase $500 million of its outstanding common stock. Grainger 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, Grainger 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.



 



This excerpt taken from the GWW 10-K filed Feb 27, 2007.

Issuer Purchases of Equity Securities – Fourth Quarter

 

Period

Total Number

of Shares Purchased (A)

Average Price

Paid per

Share (B)

Total Number of Shares

Purchased as Part of

Publicly Announced Plans

or Programs (C)

Maximum Number of

Shares that May Yet Be

Purchased Under the

Plans or Programs (D)

Oct. 1 – Oct. 31

304,300

$  72.48

304,300

9,695,700

shares

 

 

 

 

 

 

Nov. 1 – Nov. 30

1,106,852

$  71.54

1,052,400

8,643,300

shares

 

 

 

 

 

 

Dec. 1 – Dec. 31

917,900

$  71.39

917,900

7,725,400

shares

Total

2,329,052

$  71.61

2,274,600

 

 

 

(A)

The total number of shares purchased includes Grainger’s retention of 54,452 shares to satisfy tax withholding obligations in connection with the vesting of employee restricted stock awards.

 

(B)

Average price paid per share includes any commissions paid and includes only those amounts related to purchases as part of publicly announced plans or programs. Activity is reported on a trade date basis.

 

(C)

Purchases were made pursuant to a share repurchase program approved by Grainger’s Board of Directors.

 

(D)

On October 16, 2006, Grainger announced that its Board of Directors granted authority to repurchase up to 10 million shares. This program has no specified expiration date.

 

This excerpt taken from the GWW 10-Q filed Nov 2, 2006.

Issuer Purchases of Equity Securities – Third Quarter

Period

Total Number of Shares Purchased

Average Price Paid per Share

(A)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (B)

Maximum Number of Shares that

May Yet be Purchased Under

the Plans or Programs (C)

 

 

 

 

 

 

July 1 – July 31

846,700

$          62.10

846,700

1,784,700

shares

 

 

 

 

 

 

Aug. 1 – Aug. 31

563,000

$          62.47

563,000

1,221,700

shares

 

 

 

 

 

 

Sept. 1 – Sept. 30

1,221,700

$          66.48

1,221,700

0

shares (C)

 

 

 

 

 

 

Total

2,631,400

$          64.21

2,631,400

 

 

 

 

(A)

Average price paid per share includes any commissions paid. Activity is reported on a trade date basis.

 

(B)

Purchases were made pursuant to a share repurchase program approved by Grainger’s Board of Directors. As reported in Grainger’s Form 10-Q for the quarter ended September 30, 2002, which was filed on November 11, 2002, authority under the program was restored to 10 million shares on October 30, 2002. The program had no specified expiration date, but as a result of the 2.6 million share repurchases during the quarter ended September 30, 2006, the repurchase program was completed.

 

(C)

On October 16, 2006, Grainger announced that its Board of Directors granted authority to repurchase up to 10 million shares. This program has no specified expiration date.
This excerpt taken from the GWW 10-Q filed Nov 2, 2005.

Issuer Purchases of Equity Securities – Third Quarter

 

Period

    Total Number of
Shares
Purchased (A)
    Average Price
Paid per Share
(B)
    Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (C) *
    Maximum Number of
Shares that May Yet be
Purchased Under the
Plans or Programs

July 1 – July 31

    —        —      —      5,240,300 shares

Aug. 1 – Aug. 31

    5,944    $ 62.14    85,700    5,154,600 shares

Sept. 1 – Sept. 30

    32,093    $ 62.91    208,400    4,946,200 shares
    
  
  
  

Total

    38,037    $ 62.69    294,100    4,946,200 shares
 * Includes 48,500 shares acquired pursuant to purchase contracts which were entered into prior to the end of the quarter and closed immediately thereafter.
(A) The total number of shares purchased includes Grainger’s retention of 38,037 shares to satisfy tax withholding obligations in connection with the vesting of employee restricted stock awards and shares exchanged for the exercise of options.
(B) Average price paid per share includes any commissions paid and includes only those amounts related to purchases as part of publicly announced plans or programs. Activity is reported on a settlement date basis.
(C) Purchases were made pursuant to a share repurchase program approved by Grainger’s Board of Directors. As reported in Grainger’s Form 10-Q for the quarter ended September 30, 2002, which was filed on November 11, 2002, authority under the program was restored to 10 million shares on October 30, 2002. The program has no specified expiration date. No share repurchase plan or program expired, or was terminated, during the period covered by this report.

 

29

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

Issuer Purchases of Equity Securities – Second Quarter

Period
 Total Number of
Shares
Purchased (A)
 Average Price
Paid per Share
(B)
 Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (C)
 Maximum Number of
Shares that May Yet be
Purchased Under the
Plans or Programs
April 1 — April 30      1,113   $ 54.29        516,400    6,324,900 shares  

May 1 — May 31		    176   $ 54.82        757,600    5,567,300 shares  

June 1 — June 30		    413   $ 54.73        327,000    5,240,300 shares  
Total    1,702   $ 54.63        1,601,000    5,240,300 shares  

  (A)   The total number of shares purchased includes Grainger’s retention of 1,702 shares to satisfy tax withholding obligations in connection with the vesting of employee restricted stock awards and shares exchanged for the exercise of options.

  (B)   Average price paid per share includes any commissions paid and includes only those amounts related to purchases as part of publicly announced plans or programs. Activity is reported on a settlement date basis.

  (C)   Purchases were made pursuant to a share repurchase program approved by Grainger’s Board of Directors. As reported in Grainger’s Form 10-Q for the quarter ended September 30, 2002, which was filed on November 11, 2002, authority under the program was restored to 10 million shares on October 30, 2002. The program has no specified expiration date. No share repurchase plan or program expired, or was terminated, during the period covered by this report.

 

28

Item 6.   Exhibits

  (a)  Exhibits (numbered in accordance with Item 601 of Regulation S-K)

  (11)  Computations of Earnings per Share.

  (31)  Rule 13a — 14(a)/15d — 14(a) Certifications

     (a)   Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     (b)   Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  (32)  Section 1350 Certifications

     (a)   Chief Executive Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (b)   Chief Financial Officer certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

29

This excerpt taken from the GWW 10-Q filed May 3, 2005.

Issuer Purchases of Equity Securities – First Quarter

Period
 Total Number of
Shares
Purchased (A)
 Average Price
Paid per Share
(B)
 Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs (C)
 Maximum Number of
Shares that May Yet be
Purchased Under the
Plans or Programs
Jan. 1 — Jan. 31      673   $ --        --    7,080,700 shares  

Feb. 1 — Feb. 28		    18,504   $ 62.13        17,000    7,063,700 shares  

Mar. 1 — Mar. 31		    222,400   $ 63.70        222,400    6,841,300 shares  
Total    241,577   $ 63.58        239,400    6,841,300 shares  

  (A)   The total number of shares purchased includes Grainger’s retention of 2,177 shares to satisfy tax withholding obligations in connection with the vesting of employee restricted stock awards.

  (B)   Average price paid per share includes any commissions paid and includes only those amounts related to purchases as part of publicly announced plans or programs. Activity is reported on a settlement date basis.

  (C)   Purchases were made pursuant to a share repurchase program approved by Grainger’s Board of Directors. As reported in Grainger’s Form 10-Q for the quarter ended September 30, 2002, which was filed on November 11, 2002, authority under the program was restored to 10 million shares on October 30, 2002. The program has no specified expiration date. No share repurchase plan or program expired or was terminated during the period covered by this report.
This excerpt taken from the GWW 10-K filed Feb 28, 2005.

Issuer Purchases of Equity Securities – Fourth Quarter

Period
    Total Number
    of Shares
   Purchased (A)
       Average
      Price
       Paid per
       Share (B)
       Total Number
       of Shares
      Purchased as
      Part of Publicly
      Announced Plans
      or Programs (C)
       Maximum Number
      of Shares that May
      Yet be Purchased
      Under the Plans
      or Programs
Oct. 1 — Oct. 31      2,601   $ --    --    7,197,700 shares  
Nov. 1 — Nov. 30    60,545   $ 58.93    52,000    7,145,700 shares  
Dec. 1 — Dec. 31    66,285   $ 60.93    65,000    7,080,700 shares  
Total    129,431   $ 60.04    117,000    7,080,700 shares  

  (A)   The total number of shares purchased includes Grainger’s retention of 12,431 shares to satisfy tax withholding obligations in connection with the vesting of employee restricted stock awards.

  (B)   Average price paid per share includes any commissions paid and includes only those amounts related to purchases as part of publicly announced plans or programs. Activity is reported on a settlement date basis.

  (C)   Purchases were made pursuant to a share repurchase program approved by Grainger’s Board of Directors. As reported in Grainger’s Form 10-Q for the quarter ended September 30, 2002, which was filed on November 11, 2002, authority under the program was restored to 10 million shares on October 30, 2002. The program has no specified expiration date. No share repurchase plan or program expired, or was terminated, during the period covered by this report.

Other
On May 21, 2004, Grainger timely submitted to the New York Stock Exchange (NYSE) a 2004 Annual CEO Certification, in which Grainger’s Chief Executive Officer certified that he was not aware of any violation by Grainger of the NYSE’s corporate governance listing standards as of the date of the certification.

EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2008
10-K
Feb 27, 2007
10-Q
Nov 2, 2006
10-Q
Nov 2, 2005
10-Q
Aug 2, 2005
10-Q
May 3, 2005
10-K
Feb 28, 2005

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