On November 8, 2009, Northrop Grumman Corporation (the "Company") issued a press release announcing that it has signed an agreement to sell TASC, Inc., the Company's advisory services business, for $1.65 billion in cash to an investor group led by General Atlantic LLC and affiliates of Kohlberg Kravis Roberts & Co. L.P. The transaction is expected to generate net cash proceeds, after taxes, of approximately $1.1 billion. Completion of the transaction is subject to customary regulatory conditions, including Hart-Scott-Rodino approval. The transaction is expected to close by the end of 2009. The Company also announced in the press release that its Board of Directors has separately approved an increase of $1.1 billion to the Company's prior $2.5 billion share repurchase authorization, on which approximately $280 million remained at the end of the third quarter of 2009. The Company expects to use the net proceeds from the sale of TASC, Inc. to repurchase shares of the Company's common stock. The press release dated November 8, 2009 announcing the agreement to sell TASC, Inc. and the increase in the Company's share repurchase program is furnished as Exhibit 99.
ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Furnished
Exhibit 99 Press release dated November 8, 2009

Signature(s) Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 10, 2009 By: /s/ Joseph F. Coyne, Jr.

                                 Exhibit Index

          Exhibit No.              Description of Exhibit
          Exhibit 99 - Furnished   Press release dated November 8, 2009