Item 8.01 Other Events.
On November 2, 2021, Northrop Grumman Corporation (the "Company") issued a press
release announcing that it has entered into an accelerated share repurchase
("ASR") agreement with Goldman Sachs & Co. LLC ("Goldman Sachs") to repurchase
$500 million of the Company's common stock. The ASR is in addition to previously
planned repurchases, including open market share repurchases, and, as a result,
the company is now targeting greater than $3.5 billion of repurchases in 2021.
The ASR agreement was entered into pursuant to the Company's current share
repurchase authorizations.
Approximately 1.2 million shares of the Company's common stock to be repurchased
under the transaction will be received by the Company on November 3, 2021. The
final number of shares to be repurchased will be based on the volume-weighted
average price of the Company's common stock during the term of the transaction,
less a discount and subject to adjustments pursuant to the terms of the ASR
agreement, and is expected to be completed in the first quarter of 2022. At
settlement, Goldman Sachs may be required to deliver additional shares of common
stock to the Company, or, under certain circumstances, the Company may be
required to deliver shares of its common stock or may elect to make a cash
payment to Goldman Sachs.
A copy of the Company's press release entitled "Northrop Grumman Announces New
$500 Million Accelerated Share Repurchase Agreement" is filed as an exhibit to
this Form 8-K and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.
(d)          Exhibits

             Exhibit No.       Description
                                 Press Release ("    Northrop Grumman 

Announces New $500 Million Accelerated


             99.1              Share Repurchase Agreement")
             104               Cover Page Interactive Data File (embedded 

within the Inline XBRL document)

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