Northrop Grumman 2012 Annual Report Download - page 32

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NORTHROP GRUMMAN CORPORATION
-22-
(e) Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
The table below summarizes our repurchases of common stock during the three months ended December 31,
2012:
Period
Number
of Shares
Purchased(1)
Average
Price
Paid per
Share(2)
Numbers
of Shares
Purchased
as Part
of Publicly
Announced
Plans or
Programs
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs
($ in millions)
October 1 through October 31, 2012 824,990 $68.80 824,990 $1,907
November 1 through November 30, 2012 2,697,026 66.11 2,697,026 1,728
December 1 through December 31, 2012 3,745,800 67.24 3,745,800 1,476
Ending balance 7,267,816 $66.99 7,267,816 $1,476
(1) In June 2010, our board of directors authorized a share repurchase program of up to $2.0 billion of the
company’s common stock. Following this initial authorization, our board of directors increased the
remaining repurchase authorization to $4.0 billion in April 2011. After further repurchases reduced the
remaining authorization to less than $1 billion, the board of directors again increased the remaining
authorization to $2.0 billion in September 2012. As of December 31, 2012, repurchases under the program
totaled $3.9 billion and $1.5 billion remained under this share repurchase authorization. The repurchase
program will expire when we have used all authorized funds for repurchase.
(2) Includes commissions paid.
Share repurchases take place under pre-established programs, depending on market conditions, in the open
market, or in privately negotiated transactions. The company retires its common stock upon repurchase and has
not made any purchases of common stock other than in connection with these publicly announced repurchase
program authorizations.
In connection with the spin-off of the former shipbuilding business (see Note 3 in Part II, Item 8), we obtained a
Private Letter Ruling from the Internal Revenue Service that generally limits our share repurchases to
approximately 88 million shares within two years of the spin-off. The limitation expires on March 31, 2013.
Since the spin-off we have repurchased approximately 61 million shares of our common stock, and as of
December 31, 2012, the company may repurchase approximately 27 million shares under the Private Letter
Ruling limitation. Cash available from unusual transactions, such as the disposition of significant assets, should
they arise, can be used to repurchase additional shares.
(f) Securities Authorized for Issuance Under Equity Compensation Plans.
For a description of securities authorized under our equity compensation plans, see Note 14 to our consolidated
financial statements in Part II, Item 8.