Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2020, Northrop Grumman Corporation ("Northrop Grumman" or the "Corporation") announced that on February 3, 2020, the Board of Directors elected David F. Keffer as Corporate Vice President and Chief Financial Officer, effective February 17, 2020. Mr. Keffer has been a General Partner at Blue Delta Capital Partners, LLC, a growth equity firm focused on government services investments, since October 2018. Prior to that, Mr. Keffer served as Executive Vice President, Chief Financial Officer at CSRA, Inc. (or its predecessor SRA International) from June 2014 to April 2018.

Northrop Grumman also announced that Kenneth L. Bedingfield will be leaving the Corporation. He will step down as Corporate Vice President and Chief Financial Officer effective February 17, 2020 but will remain an employee of the Corporation through February 21, 2020 to help facilitate an orderly transition.

The Compensation Committee of the Board of Directors approved a base salary for Mr. Keffer of $750,000, as well as an annual incentive, long-term incentive and other benefits commensurate with his position. The Compensation Committee also approved a sign-on grant comprised 70% of Restricted Performance Stock Rights and 30% of Restricted Stock Rights, in accordance with the terms and conditions approved by the Compensation Committee, with a value of $1,000,000.

Mr. Bedingfield will receive benefits consistent with those provided under the Corporation's Severance Plan for Elected and Appointed Officers.

A copy of the press release announcing the election of Mr. Keffer and the departure of Mr. Bedingfield and the Separation Agreement and General Release with Mr. Bedingfield, dated February 5, 2020, are filed as Exhibits 99.1 and 10.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

Consistent with recent practice, the Corporation also entered into a Stock Purchase Plan on February 5, 2020, to continue to execute the Corporation's previously announced share repurchase program.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.     Description
                  Press Release ("Northrop Grumman Announces CFO Transition") dated
99.1            February 5, 2020
10.1              Separation Agreement and General Release dated February 5, 2020
                Cover Page Interactive Data File (embedded within the Inline XBRL
104             document)

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