TRW INC
S-4/A, 1999-11-12
MOTOR VEHICLE PARTS & ACCESSORIES
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<PAGE>   1


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 12, 1999


                                            REGISTRATION STATEMENT NO. 333-83227

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 AMENDMENT NO. 3
                                 ---------------

                                       TO
                                       --
                                    FORM S-4
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                    TRW INC.
             (Exact name of registrant as specified in its charter)

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<CAPTION>
                    OHIO                                    3714                               34-0575430
                    ----                                    ----                               ----------
<S>                                             <C>                                         <C>
               (State or other                  (Primary Standard Industrial                (I.R.S. Employer
               jurisdiction of                   Classification Code Number)             Identification Number)
              incorporation or
                organization)
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                                    TRW INC.
                               1900 RICHMOND ROAD
                              CLEVELAND, OHIO 44124
                                 (216) 291-7000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                               WILLIAM B. LAWRENCE
                            EXECUTIVE VICE PRESIDENT,
                          GENERAL COUNSEL AND SECRETARY
                                    TRW INC.
                               1900 RICHMOND ROAD
                              CLEVELAND, OHIO 44124
                                 (216) 291-7000
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.

If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]




THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>   2



                 SUBJECT TO COMPLETION, DATED NOVEMBER 12, 1999


                                    TRW INC.

                                OFFER TO EXCHANGE

                  ANY AND ALL OUTSTANDING 6.45% NOTES DUE 2001
 ($425,000,000 TOTAL PRINCIPAL AMOUNT OUTSTANDING) FOR 6.45% EXCHANGE NOTES DUE
                                     2001,

                 ANY AND ALL OUTSTANDING 6 1/2% NOTES DUE 2002
($400,000,000 TOTAL PRINCIPAL AMOUNT OUTSTANDING) FOR 6 1/2% EXCHANGE NOTES DUE
                                     2002,

                 ANY AND ALL OUTSTANDING 6 5/8% NOTES DUE 2004
($700,000,000 TOTAL PRINCIPAL AMOUNT OUTSTANDING) FOR 6 5/8% EXCHANGE NOTES DUE
                                     2004,

                  ANY AND ALL OUTSTANDING 7 1/8% NOTES DUE 2009
($750,000,000 TOTAL PRINCIPAL AMOUNT OUTSTANDING) FOR 7 1/8% EXCHANGE NOTES DUE
                                   2009, AND

              ANY AND ALL OUTSTANDING 7 3/4% DEBENTURES  DUE 2029
($550,000,000 TOTAL PRINCIPAL AMOUNT OUTSTANDING) FOR 7 3/4% EXCHANGE DEBENTURES
                                    DUE 2029

         We are making this exchange offer on the terms and conditions set forth
in this prospectus and the accompanying letter of transmittal. We have
registered the debt that we will issue in this exchange offer (the "registered
debt") under the Securities Act of 1933 but we have not registered the debt
referred to above that you may exchange for the registered debt (the
"outstanding debt").


         The exchange offer expires at 5:00 p.m., New York City time on
December 14, 1999, unless we extend.


                                -----------------

         YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 11 OF
THIS PROSPECTUS BEFORE PARTICIPATING IN THE EXCHANGE OFFER.


                                -----------------

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF OUR OFFER OR THE NOTES AND DEBENTURES
TO BE ISSUED IN THE EXCHANGE OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



         The information in this prospectus is not complete and may be changed.
We may not sell or exchange these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell or exchange these securities and it is not soliciting an
offer to buy or exchange these securities in any state where the offer, sale or
exchange is not permitted.


               The date of this prospectus is November 16, 1999.

<PAGE>   3


                                TABLE OF CONTENTS

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                                                                                                                PAGE
                                                                                                                ----

<S>                                                                                                             <C>
Available Information.............................................................................................i
Incorporation of Certain Documents by Reference...................................................................i
Summary...........................................................................................................1
Risk Factors.....................................................................................................11
Disclosure Regarding Forward-Looking Statements..................................................................11
TRW..............................................................................................................13
Use of Proceeds..................................................................................................14
Capitalization...................................................................................................15
Ratio of Earnings to Fixed Charges...............................................................................16
Unaudited Pro Forma Statements of Operations.....................................................................17
Unaudited Balance Sheet of TRW as of September 30, 1999..........................................................24
The Exchange Offer...............................................................................................26
Description of the Registered Debt...............................................................................33
Registration Rights..............................................................................................46
Book Entry; Delivery and Form....................................................................................48
United States Federal Income Tax Consequences....................................................................51
Plan of Distribution.............................................................................................55
Validity of Securities...........................................................................................56
Experts..........................................................................................................56
Independent Appraisal............................................................................................56
Listing and General Information..................................................................................57
</TABLE>



                              AVAILABLE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Our SEC filings
are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any materials we file with the
SEC at the SEC's public reference rooms in Washington, DC, New York, New York
and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. Our common stock is listed on the
New York, Chicago, Philadelphia, Pacific, Frankfurt and London Stock Exchanges.
You may inspect information about TRW at the offices of the NYSE located at 20
Broad Street, New York, New York 10005. As long as any of the outstanding debt
or registered debt is listed on the Luxembourg Stock Exchange and the rules of
that exchange require, our SEC filings that are incorporated by reference into
this prospectus and our future SEC filings will also be available for inspection
during normal business hours on any business day at the registered office of
Bankers Trust Luxembourg, 14, Boulevard F.D. Roosevelt, L-2450 Luxembourg.

         You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different or additional information. We are not making an offer of the
registered debt in any state or country where the offer is not permitted. You
should not assume that the information in this prospectus is accurate as of any
date other than the date on the front cover of this document or the documents
incorporated by reference in this prospectus.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         The SEC allows TRW to "incorporate by reference" into this prospectus
some of the information that TRW files with the SEC, which means that TRW can
disclose important information to you by referring you to information in those
documents. The information incorporated by reference is an important part of
this prospectus. The following documents, which TRW has filed with the SEC, are
incorporated into and specifically made a part of this prospectus by this
reference:





                                      i
<PAGE>   4




         -        Annual Report on Form 10-K for the year ended December 31,
                  1998, as amended by Amendment No. 1 to that report, filed
                  November 10, 1999;

         -        Quarterly Reports on Form 10-Q for the quarter ended March 31,
                  1999, the quarter ended June 30, 1999 and the quarter ended
                  September 30, 1999; and

         -        The Current Reports on Form 8-K filed on January 28, 1999;
                  February 5, 1999; March 26, 1999, as amended on May 17, 1999;
                  May 27, 1999 and June 21, 1999 and the three Current Reports
                  on Form 8-K filed on November 12, 1999.

         In addition, all documents filed by us with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this prospectus and prior to

         -  the date we issue registered debt in exchange for the outstanding
            debt tendered in the exchange offer, or

         -  to extent this prospectus is used by one or more broker-dealers in
            connection with the resale of registered debt received by that
            broker-dealer for its own account in exchange for outstanding debt
            acquired as a result of market-making or other trading activities,
            the date those resales are completed

shall be deemed to be incorporated by reference into this prospectus and to be a
part of this prospectus from the date of filing of those documents with the SEC.


         Any statement contained in this prospectus or in a document
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.

         We have filed with the SEC a registration statement on Form S-4 under
the Securities Act of 1933 with respect to the registered debt being offered by
this prospectus. This prospectus, which forms a part of the registration
statement, does not contain all of the information set forth in the registration
statement. You should refer to the registration statement for more information.

         Statements contained in or incorporated by reference in this prospectus
regarding the contents of any contract or other document referred to in this
prospectus or in any incorporated document are presented in summary form. In
each case, we refer you to the contract or other document filed as an exhibit to
this prospectus or the documents incorporated by reference for complete terms of
that document. The actual contract or document, not the statements in this
prospectus, govern the matters set forth in those contracts and documents.

         This prospectus incorporates documents by reference that contain
important business and financial information about TRW that is not included in
or delivered with this document. Copies of those documents, other than exhibits
to those documents that are not specifically incorporated by reference into the
documents, are available without charge to any person to whom this prospectus is
delivered, upon written or oral request to:

                                    TRW Inc.
                               1900 Richmond Road
                           Cleveland, Ohio 44124-2760
                          Attention: Financial Services
                                 (216) 291-7654


         IN ORDER TO RECEIVE THESE DOCUMENTS BEFORE THE EXPIRATION DATE OF THE
EXCHANGE OFFER, YOU MUST MAKE YOUR REQUEST NO LATER THAN DECEMBER 7, 1999,
WHICH IS FIVE BUSINESS DAYS BEFORE THE EXPIRATION DATE OF THE EXCHANGE OFFER.







                                       ii
<PAGE>   5

         As long as any of the registered debt is listed on the Luxembourg Stock
Exchange and the rules of that exchange require, the documents incorporated by
reference in this prospectus, other than exhibits to the documents unless the
exhibits are specifically incorporated by reference into the documents, will be
available at no cost to you during normal business hours on any business day at
the registered office of Bankers Trust Luxembourg.


                                      iii
<PAGE>   6



                                     SUMMARY

         The following summary highlights selected information from this
prospectus and may not contain all of the information that is important to you.
We encourage you to read this prospectus in its entirety. The terms "TRW," "we,"
"our" or "us" as used in this prospectus refer to TRW Inc., the issuer of the
outstanding debt and of the registered debt to be issued in the exchange offer,
and its subsidiaries as a combined entity, except where it is made clear that
the term means only TRW Inc., the parent company.

THE COMPANY


         TRW is an international company that provides advanced technology
products and services. The principal businesses of TRW and its subsidiaries are
the design, manufacture and sale of products and the performance of systems
engineering, research and technical services for private industry and the United
States Government in the automotive and aerospace and information systems
markets.


         TRW was incorporated in 1916 under the laws of Ohio. TRW's principal
executive offices are located at 1900 Richmond Road, Cleveland, Ohio 44124-2760.
The telephone number of our executive offices is (216) 291-7000.

PURPOSE OF THE EXCHANGE OFFER

         On May 26, 1999, TRW sold, through a private placement exempt from the
registration requirements of the Securities Act,

         -     $400 million of its 6 1/2% Notes Due 2002,
         -     $700 million of its 6 5/8% Notes Due 2004,
         -     $750 million of its 7 1/8% Notes Due 2009 and
         -     $550 million of its 7 3/4% Debentures Due 2029.

On June 18, 1999, TRW sold, through a private placement exempt from the
registration requirements of the Securities Act, $425 million of its 6.45% Notes
due 2001. We refer to these five series of outstanding notes and debentures as
"outstanding debt" in this prospectus.

         Simultaneously with the sale of the outstanding debt, TRW entered into
a registration rights agreement with the respective initial purchasers of the
outstanding debt. We refer to the exchange notes and exchange debentures we are
registering under this exchange offer registration statement as "registered
debt" in this prospectus. If TRW does not consummate the exchange offer within a
specified time period, TRW must pay additional interest to the holders of
outstanding debt until the earlier of

         -    the consummation of the exchange offer, or

         -    the date TRW causes a shelf registration statement covering
              resales of the outstanding debt to become effective.

         The purpose of this exchange offer is to fulfill TRW's obligations
under the registration rights agreements.

                                       1
<PAGE>   7



SUMMARY OF THE EXCHANGE OFFER


Registration Rights   TRW sold the Notes Due 2002, the Notes Due 2004, the
                      Notes Due 2009 and the Debentures Due 2029 on May 26, 1999
                      to several initial purchasers. TRW sold the Notes due 2001
                      on June 18, 1999, in an unrelated transaction, to a
                      different set of initial purchasers. The initial
                      purchasers in each offering sold the outstanding debt to
                      qualified institutional buyers and, in the case of the
                      offering of the 6 1/2% Notes Due 2002, 6 5/8% Notes Due
                      2004, 7 1/8% Notes Due 2009 and 7 3/4% Debentures Due
                      2029, non-U.S. persons. In connection with the sale of the
                      outstanding debt to the respective sets of initial
                      purchasers, TRW entered into a registration rights
                      agreement with each set of initial purchasers. Each of the
                      registration rights agreements provide for the exchange
                      offer.

                      You may exchange your outstanding debt for registered
                      debt, which has substantially identical terms. The
                      exchange offer satisfies TRW's obligations under each of
                      the registration rights agreements. After the exchange
                      offer is over, you will not be entitled to any exchange or
                      registration rights with respect to your outstanding debt.
                      Therefore, if you do not exchange your outstanding debt,
                      you will not be able to reoffer, resell or otherwise
                      dispose of your outstanding debt unless (1) you comply
                      with the registration and prospectus delivery requirements
                      of the Securities Act, or (2) the transaction is exempt
                      from those Securities Act requirements.

                      Each broker-dealer that receives registered debt for its
                      own account in exchange for outstanding debt, where that
                      outstanding debt was acquired by that broker-dealer as a
                      result of market-making activities or other trading
                      activities, must acknowledge that it will deliver a
                      prospectus in connection with any resale of that
                      registered debt. A broker-dealer may use this prospectus
                      for an offer to resell, a resale or other retransfer of
                      the registered debt.


The Exchange Offer    TRW is offering to exchange its

                      -    6.45% Exchange Notes due 2001,
                      -    6 1/2% Exchange Notes Due 2002,
                      -    6 5/8% Exchange Notes Due 2004,
                      -    7 1/8% Exchange Notes Due 2009 and
                      -    7 3/4% Exchange Debentures Due 2029

                      which have been registered under the Securities Act, for,
                      respectively, its outstanding

                      -    6.45% Notes due 2001,
                      -    6 1/2% Notes Due 2002,
                      -    6 5/8% Notes Due 2004,
                      -    7 1/8% Notes Due 2009 and
                      -    7 3/4% Debentures Due 2029.

                      To exchange your outstanding debt, you must properly
                      tender it, and TRW must accept it. TRW will exchange
                      registered debt for all outstanding debt that you validly
                      tender and do not validly withdraw. TRW will issue
                      registered debt promptly after the completion of the
                      exchange offer.

                                       2
<PAGE>   8



Resales               Based on interpretations by the staff of the SEC set
                      forth in no-action letters issued to third parties, TRW
                      believes that you can offer for resale, resell or
                      otherwise transfer the registered debt without complying
                      with the registration and prospectus delivery requirements
                      of the Securities Act as long as:

                      (1) you are not an affiliate of TRW;

                      (2) you acquire the registered debt in the ordinary course
                          of your business;

                      (3) you have no arrangement or understanding with any
                          person to participate in a distribution of the
                          registered debt; and

                      (4) if you are not a broker-dealer, you are not engaged
                          in, and do not intend to engage in, a distribution
                          of the registered debt.

                      If any of these conditions is not satisfied and you
                      transfer any registered debt without delivering a proper
                      prospectus or without qualifying for a registration
                      exemption, you may have liability under the Securities
                      Act. TRW will not assume or indemnify you against that
                      liability.

                      Each broker-dealer that receives registered debt for its
                      own account in exchange for outstanding debt, where that
                      outstanding debt was acquired by that broker-dealer as a
                      result of market-making activities or other trading
                      activities, must acknowledge that it will deliver a
                      prospectus in connection with any resale of that
                      registered debt. A broker-dealer may use this prospectus
                      for an offer to resell, a resale or other retransfer of
                      the registered debt.



Expiration Date       The exchange offer expires at 5:00 p.m., New York City
                      time, on December 14, 1999, unless TRW extends the
                      exchange offer to allow additional tenders of outstanding
                      debt.


Conditions to the     The exchange offer is subject to conditions which are
Exchange Offer        described later in this prospectus under "The Exchange
                      Offer--Conditions to the Exchange Offer."

Procedures for        TRW issued the outstanding debt as global securities,
Tendering             which are securities held  by a depository and which
Outstanding Debt      represent the beneficial interests of all the holders
                      of the outstanding securities. The global securities are
                      registered in the name of Cede & Co., as nominee of The
                      Depository Trust Company. Beneficial interests in the
                      outstanding debt, which are held by direct or indirect
                      participants in The Depository Trust Company, are shown on
                      records maintained in book-entry form by The Depository
                      Trust Company.

                      You may tender your outstanding debt through book-entry
                      transfer in accordance with The Depository Trust Company's
                      Automated Tender Offer Program. To tender your outstanding
                      debt by a means other than this program, a letter of
                      transmittal must be completed and signed according to the
                      instructions contained in the letter. The letter of
                      transmittal and any other documents required by the letter
                      of transmittal must be delivered to the exchange agent by
                      mail, facsimile, hand delivery or overnight courier. In
                      addition, before the expiration date of the exchange
                      offer, you must deliver your outstanding debt to the
                      exchange agent or comply with the procedures for
                      guaranteed delivery.

                      Do not send letters of transmittal or certificates
                      representing outstanding debt, if any, to TRW. Send these
                      documents only to the exchange agent.

                                       3
<PAGE>   9


Special Procedures    If you are a beneficial owner whose outstanding debt is
for Beneficial Owners registered in the name of a broker, dealer, commercial
                      bank, trust company or other nominee, and you wish to
                      tender your outstanding debt in the exchange offer, please
                      contact the registered holder as soon as possible and
                      instruct them to tender on your behalf and comply with the
                      instructions set forth elsewhere in this prospectus.

Withdrawal Rights     Tenders may be withdrawn at any time before the expiration
                      date.


Appraisal or          Holders of outstanding debt do not have any appraisal or
Dissenters' Rights    dissenters' rights in the exchange offer. If you do not
                      tender your outstanding debt before the expiration date of
                      the exchange offer, or TRW does not accept your tender
                      because, among other things, you invalidly tendered it,
                      you will not be entitled to any further exchange or
                      registration rights under the registration rights
                      agreement, except under limited circumstances. However,
                      the outstanding debt you hold will remain outstanding and
                      entitled to the benefits of the indenture.

Federal Income Tax    The exchange of outstanding debt for registered debt will
Considerations        not be a taxable exchange for United States Federal income
                      tax purposes. You should not recognize any taxable gain or
                      loss or any interest income as a result of the exchange.

Use of Proceeds       TRW will not receive any proceeds from the issuance of the
                      registered debt, and TRW will pay the expenses of the
                      exchange offer.

Exchange Agent        The Chase Manhattan Bank is serving as exchange agent in
                      the exchange offer. The mailing address of the exchange
                      agent is 55 Water Street, Room 234, North Building, New
                      York, New York 10041. For information about the exchange
                      offer, call or fax the exchange agent at telephone number
                      (212) 638-0828 or facsimile number (212) 638-7375.


Effect on Holders of  By making and consummating the exchange offer, TRW will
Outstanding Debt      have fulfilled a covenant contained in the registration
                      rights agreement. Accordingly, there will be no increase
                      in the interest rate on the outstanding debt under the
                      circumstances described in the registration rights
                      agreements.


Consequences of       All untendered outstanding debt will continue to be
Failure to Exchange   subject to the restrictions on transfer provided for in
                      the outstanding debt and in the indenture. In general, the
                      outstanding debt may not be offered or sold, unless
                      registered under the Securities Act, except pursuant to an
                      exemption from, or in a transaction not subject to, the
                      Securities Act and applicable state securities laws. Other
                      than in connection with the exchange offer, TRW does not
                      intend to register the outstanding debt under the
                      Securities Act.


SUMMARY OF TERMS OF THE REGISTERED DEBT

         The form and terms of the registered debt are the same as the form and
terms of the outstanding debt, except that the registered debt

         (1)      will be registered under the Securities Act,

         (2)      will not bear legends restricting its transfer, and

         (3)      will not contain the registration rights and related
                  additional interest provisions contained in the outstanding
                  debt.

                                       4
<PAGE>   10

The registered debt represents the same debt as the outstanding debt. Both the
outstanding debt and the registered debt are governed by the indenture.

Total Amount          $425,000,000 principal amount of 6.45% Exchange Notes due
                      2001,
                      $400,000,000 principal amount of 6 1/2% Exchange Notes
                      Due 2002,
                      $700,000,000 principal amount of 6 5/8% Exchange Notes Due
                      2004,
                      $750,000,000 principal amount of 7 1/8% Exchange Notes
                      Due 2009 and
                      $550,000,000 principal amount of 7 3/4% Exchange
                      Debentures Due 2029

Interest              Exchange Notes due 2001: Interest will accrue from the
                      date of initial issuance and will be payable on June 15
                      and December 15 of each year, beginning December 15, 1999.
                      Holders of the Exchange Notes due 2001 will receive
                      interest on December 15, 1999 from the date of initial
                      issuance of the registered Notes due 2001, plus an amount
                      equal to the accrued, but unpaid, interest on the
                      outstanding debt.

                      Exchange Notes Due 2002, Exchange Notes Due 2004, Exchange
                      Notes Due 2009 and Exchange Debentures Due 2029: Interest
                      will accrue from the date of initial issuance and will be
                      payable on June 1 and December 1 of each year, beginning
                      December 1, 1999. Holders of these series of registered
                      debt will receive interest on December 1, 1999 from the
                      date of initial issuance of the registered debt, plus an
                      amount equal to the accrued, but unpaid, interest on the
                      outstanding debt.


Ranking               The registered debt will be senior unsecured obligations
                      of TRW Inc. and will rank equally with all other existing
                      and future senior unsecured and unsubordinated
                      indebtedness of TRW Inc. Each series of registered debt
                      ranks equally with each other series of registered debt.
                      TRW Inc. had $8.1 billion of indebtedness for borrowed
                      money outstanding as of September 30, 1999, including the
                      outstanding debt for which this exchange offer is being
                      made. As of September 30, 1999, subsidiaries of TRW Inc.
                      had $0.2 billion of indebtedness for borrowed money
                      outstanding that was guaranteed by TRW Inc. All of TRW
                      Inc.'s debt and all of TRW Inc.'s obligations under the
                      guarantees of subsidiary debt rank equally with the
                      registered debt. No debt of TRW Inc. will rank senior to
                      the registered debt upon our completion of the exchange
                      offer. TRW Inc. has no subordinated debt outstanding.
                      There are no restrictions on the incurrence of debt that
                      ranks equally with the registered debt. TRW Inc. cannot
                      issue debt that ranks senior to any series of registered
                      debt without the consent of the holders of not less than
                      66 2/3% in total principal amount of that series of
                      registered debt. This consent requirement is the only
                      limitation in the indenture on the amount of indebtedness
                      that TRW Inc. could issue that ranks senior to the
                      registered debt.


Optional Redemption   The Exchange Notes due 2001 are not redeemable prior to
                      maturity.

                      The Exchange Notes Due 2002 are not redeemable prior to
                      maturity except for tax reasons described later in this
                      prospectus.

                      Each other series of registered debt will be redeemable as
                      a whole or in part, at TRW's option, at any time at a
                      redemption price equal to the greater of:

                      (1)   100% of the principal amount of the registered debt
                            to be redeemed; and

                      (2)   the sum of the present values of the remaining
                            scheduled principal and interest payments, exclusive
                            of any accrued interest, discounted, on a semiannual
                            basis, at a rate equal to the sum of the applicable
                            Treasury Rate, as defined later in this prospectus,
                            plus 0.15% for the Exchange Notes Due




                                       5
<PAGE>   11


                            2004, 0.20% for the Exchange Notes Due 2009, and
                            0.25% for the Exchange Debentures Due 2029,

                      plus, in each case, interest accrued but not paid to the
                      date of redemption.

Form of the           The registered debt will be represented by one or more
Registered Debt       permanent global  securities registered in the name of a
                      nominee of The Depository Trust Company. You will not
                      receive notes or debentures in registered form unless one
                      of the events set forth under the heading "Book-Entry;
                      Delivery and Form -- Definitive Registered Securities"
                      occurs. Instead, beneficial interests in the registered
                      debt will be shown on, and transfers of these interests
                      will be effected only through, records maintained in
                      book-entry form by The Depository Trust Company with
                      respect to its participants.





                                       6
<PAGE>   12

SELECTED FINANCIAL DATA

                                    TRW INC.


         The following summary historical consolidated financial information for
each of the five years in the period ended December 31, 1998, is derived from
TRW's consolidated financial statements. The consolidated financial statements
for each of the five years in the period ended December 31, 1998, have been
audited by Ernst & Young LLP, independent auditors. The summary historical
consolidated financial information for the nine-month periods ended September
30, 1998 and 1999, is derived from unaudited consolidated condensed financial
statements which include all adjustments, consisting of normal recurring
accruals, that management considers necessary for a fair presentation of the
financial position and results of operations for these periods. The results of
operations for the nine months ended September 30, 1999, are not necessarily
indicative of the results that may be expected for the entire year ending
December 31, 1999. The table should be read in conjunction with the consolidated
financial statements and notes thereto included in TRW's Annual Report on Form
10-K for the fiscal year ended December 31, 1998, as amended, and the
consolidated condensed financial statements and notes thereto included in TRW's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1999,
incorporated into this prospectus by reference.

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                                                                                                           NINE MONTHS
                                                                                                       ENDED SEPTEMBER 30,
                                                            YEAR ENDED DECEMBER 31,                       (UNAUDITED)
                                                 -------------------------------------------------       -------------
                                                 1994       1995        1996       1997       1998       1998       1999
                                                 ----       ----        ----       ----       ----       ----       ----
                                                                 (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S>                                             <C>        <C>         <C>       <C>        <C>         <C>      <C>
INCOME STATEMENT DATA:
  Sales ....................................    $8,491     $9,568      $9,857    $10,831    $11,886     $8,959   $12,344
  Gross profit..............................     1,555      1,711       1,481      2,005      2,171      1,589     2,248
  Interest expense..........................       105         95          84         75        114        100       334
  Earnings from continuing operations
    before income taxes.....................       436        625         302        240        746        566       435
  Earnings (loss) from
    continuing operations...................       277        395         182        (49)       477        359       245
  Discontinued operations:
    Earnings from operations................        56         51          38         --         --        --         --
    Gain on disposal........................        --         --         260         --         --        --         --
  Net earnings (loss).......................       333        446         480        (49)       477        359       245
  Diluted earnings (loss) per share--
    continuing operations...................      2.09       2.94        1.37      (0.40)      3.83       2.88      1.99
  Basic earnings (loss) per share--
    continuing operations...................      2.14       3.02        1.41      (0.40)      3.93       2.95      2.03

BALANCE SHEET DATA:
  Total assets..............................     5,435      5,670       5,899      6,410      7,169      7,202    17,270
  Short-term debt...........................       122        133          52        411        839        875     2,828
  Long-term debt............................       693        539         458      1,117      1,353      1,443     5,530
  Long-term liabilities.....................       796        779         767        788        826        817     1,614
  Retained earnings.........................     1,384      1,693       1,980      1,778      2,021      1,989     2,174
CASH FLOW DATA:  PROVIDED BY (USED IN)
  Operating Activities......................       866        748         711        954        661        316     1,150
  Investing Activities......................      (507)      (453)        247     (1,817)      (857)      (665)   (6,635)
  Financing Activities......................      (365)      (343)       (625)       576        210        367     5,785
  Increase (Decrease) in cash and cash
     equivalents............................        46        (50)        327       (316)        13          9       211
OTHER DATA:
  Depreciation and amortization
    of property, plant and equipment........       382        415         443        476        520        383       499
  EBITDA(a).................................       932      1,144         838        805      1,426      1,080     1,354
  Capital expenditures--property,
    plant and equipment ....................       488        466         500        549        544        361       497
  Cash dividends declared per share
    of common stock.........................     0.985       1.05        1.17       1.24       1.28       0.62      0.66
  Shares used in computing per
    share amounts:
    Diluted.................................     132.9      134.4       132.8      123.7      124.4      124.9     123.4
    Basic...................................     129.2      130.6       128.7      123.7      121.3      121.7     120.7
</TABLE>


                                       7
<PAGE>   13


(a)      EBITDA is defined as earnings from continuing operations before income
         taxes plus interest expense, depreciation, and amortization including
         other intangibles. EBITDA is not intended to represent an alternative
         to net earnings or net cash provided by operating activities as
         determined by generally accepted accounting principles. We believe that
         EBITDA is a meaningful measure because it is commonly used in our
         industry to analyze operating performance, leverage and liquidity.
         EBITDA as presented for TRW is not necessarily comparable with other
         companies' definition of the measure.

         EBITDA includes the following one-time charges as follows:

         -    The 1996 earnings from continuing operations before income taxes
              of $302 million includes a charge of $385 million as a result of
              actions taken in the automotive and space and defense businesses.

         -    The 1997 earnings from continuing operations before income taxes
              of $240 million includes a $548 million earnings charge for
              purchased in-process research and development related to the
              acquisition of BDM International, Inc.


         -    The earnings from continuing operations before income taxes of
              $435 million for the nine months ended September 30, 1999
              includes an $85 million earnings charge for purchased
              in-process research and development related to the acquisition of
              LucasVarity plc.


                                       8

<PAGE>   14


                                 LUCASVARITY PLC

         The following summary historical consolidated financial information for
the following periods: the years ended January 31, 1999 and 1998, and the six
months ended January 31, 1997, which includes the results for LucasVarity and
Lucas Industries for six months and Varity for five months, and the year ended
July 31, 1996, which includes the results for LucasVarity for the two months
ended July 31, 1996, and Lucas Industries for the year ended July 31, 1996, is
reported in accordance with U.S. generally accepted accounting principles. The
table should be read in conjunction with the consolidated financial statements
and notes thereto included in TRW's Current Report on Form 8-K filed on March
26, 1999, as amended on May 17, 1999, incorporated into this prospectus by
reference. The consolidated financial statements for each of the two years in
the period ended January 31, 1999, have been audited by KPMG Audit Plc. The
consolidated financial statements of LucasVarity for the six month period ended
January 31, 1997, have been audited jointly by KPMG Audit Plc and Ernst & Young.
The consolidated financial statements of LucasVarity as of July 31, 1996, and
the year ended July 31, 1996, have been audited by Ernst & Young. The
consolidated balance sheet data has been translated using the noon buying rate
certified for customs purposes by the Federal Reserve Bank of New York as of
January 31, 1999. The consolidated income statement data has been translated at
the average rate for the year.



<TABLE>
<CAPTION>
                                                             SIX MONTHS
                                                YEAR ENDED      ENDED
                                                 JULY 31,     JANUARY 31,              YEAR ENDED JANUARY 31,
                                                   1996         1997              1998                  1999
                                               ----------- ------------       -----------     ------------------------
                                                             (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
                                               (POUND)      (POUND)           (POUND)       (POUND)               $
                                                                                                             (UNAUDITED)

<S>                                               <C>         <C>              <C>             <C>              <C>
INCOME STATEMENT DATA:
Sales ....................................        2,989       1,841            4,018           4,270            7,088
Gross profit(a)...........................          675         381              885             931            1,546
Interest expense..........................           58          32               64              57               95
Income (loss) before income taxes, earnings
   of associated companies, minority
   interests and discontinued operations..          220         (31)             243             536              890
Income (loss) before discontinued
   operations.............................          110         (66)             148             333              553
Net income (loss).........................          110         (51)             180             374              621
Diluted earnings (loss) per share--
   Continuing operations..................         12.3        (4.9)            10.3            23.3             0.38
   Discontinued operations................           --         1.1              2.2             2.9             0.05
                                                 ------      ------           ------           -----           ------
   Total .................................         12.3        (3.8)            12.5            26.2             0.43
BALANCE SHEET DATA:
Cash and cash equivalents.................          241         192              116             606              994
Total assets..............................        2,620       4,430            4,509           4,545            7,453
Long-term debt............................          392         322              315             334              548
Long-term liabilities.....................          n/a         623              576             553              907
Total shareholders' equity................          910       2,139            2,099           2,431            3,987
OTHER DATA:
Depreciation and amortization.............          102         104              177             192              319
EBITDA(b).................................          380         105              484             785            1,304
Capital expenditures......................          131         112              232             274              455
Cash dividends declared per
   share of common stock (pence)..........         11.9p         --              4.5p           4.75p
Ratio of earnings to fixed
   charges(c).............................          4.2x         --              4.1x            9.1x
</TABLE>

n/a -- Financial data not available

(a)      Gross profit is calculated as sales less cost of goods sold. It does
         not include engineering and product development costs or restructuring
         charges.

(b)      EBITDA is defined as income before income taxes, earnings of associated
         companies, minority interests and discontinued operations plus interest
         expense, depreciation, and amortization. EBITDA is not intended to
         represent an alternative to net income or net cash provided by
         operating activities as determined by generally

                                       9
<PAGE>   15

         accepted accounting principles. EBITDA as presented is not necessarily
         comparable with other companies' definition of the measure.

(c)      For purposes of this ratio, "earnings" is income before income taxes,
         earnings of associated companies, minority interests, discontinued
         operations and fixed charges. "Fixed charges" consist of interest
         expense and one-third of hire of plant and equipment plus property
         rentals which is representative of the interest factor. Earnings were
         insufficient to cover fixed charges by (pound) 31 million for the six
         months ended January 31, 1997.






                                       10

<PAGE>   16

                                  RISK FACTORS

         You should carefully consider the following risk factors, together with
the other information in this prospectus, before deciding to participate in the
exchange offer.

LACK OF PUBLIC MARKET FOR THE REGISTERED DEBT -- YOU MAY NOT BE ABLE TO SELL THE
REGISTERED DEBT.

         There is no existing market for the registered debt, and there can be
no assurance as to the liquidity of any markets that may develop for the
registered debt, your ability to sell your registered debt or the prices at
which you would be able to sell your registered debt. Future trading prices of
the registered debt will depend on many factors, including, among other things,
prevailing interest rates, our operating results and the market for similar
securities. We understand that the representatives of the initial purchasers of
the outstanding debt currently intend to make a market in the registered debt.
However, they are not obligated to do so and any market making may be
discontinued at any time without notice. Each series of the outstanding debt,
other than the Notes due 2001, is listed on the Luxembourg Stock Exchange. We
have applied for listing of each series of the registered debt other than the
Exchange Notes due 2001, on the Luxembourg Stock Exchange.

FAILURE TO EXCHANGE -- IF YOU CHOOSE NOT TO EXCHANGE THE OUTSTANDING DEBT YOU
HOLD, THE PRESENT TRANSFER RESTRICTIONS WILL REMAIN IN FORCE AND THE MARKET
PRICE OF YOUR OUTSTANDING DEBT COULD DECLINE.

         If you do not exchange the outstanding debt for registered debt under
the exchange offer, then you will continue to be subject to the transfer
restrictions on the outstanding debt as set forth in the offering document
distributed in connection with the offering of the outstanding debt. In general,
the outstanding debt may not be offered or sold unless it is registered or
exempt from registration under the Securities Act and applicable state
securities laws. Except as required by the registration rights agreements, we do
not intend to register resales of the outstanding debt under the Securities Act.

         The tender of outstanding debt under the exchange offer will reduce the
outstanding principal amount of the outstanding debt, which may have an adverse
effect upon, and increase the volatility of, the market price of the outstanding
debt due to a reduction in liquidity.

         However, if you do not participate in the exchange offer, you will be
entitled to the same principal and interest payments on the same terms as
holders of the registered debt and your rights under the outstanding debt will
not be affected, except that you will no longer have registration rights or
rights to additional interest provided by the registration rights agreements.

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         Statements made or incorporated by reference in this prospectus that
are not statements of historical fact may be forward-looking statements. In
addition, from time to time, TRW and its representatives make statements that
may be forward-looking. All forward-looking statements involve  risks and
uncertainties. This section provides readers with cautionary statements
identifying, for purposes of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, important factors that could cause
TRW's actual results to differ materially from those contained in
forward-looking statements made in this prospectus or otherwise made by, or on
behalf of, TRW.

         The following are some of the factors that could cause actual results
to differ materially from estimates contained in TRW's forward-looking
statements:

         Our consolidated results could be affected by:




                                       11
<PAGE>   17

         -  unanticipated events and circumstances that may occur and render
            TRW's acquisition of LucasVarity less beneficial to TRW than
            anticipated;

         -  intense competition in our markets that make it impossible to
            guarantee that we will achieve the expected financial and operating
            results and synergies from the acquisition of LucasVarity;

         -  the ability of TRW to integrate LucasVarity into its operations and
            thereby achieve the anticipated cost savings and be in a position to
            take advantage of potential growth opportunities;

         -  the ability to continue technical innovation and the development of
            and demand for new products and contract awards;

         -  pricing pressures from customers;

         -  the ability to reduce the level of outstanding indebtedness from
            cash flow from operations and proceeds from the dispositions planned
            in our automotive business;

         -  the ability to effectively implement the company-wide Y2K compliance
            program in accordance with TRW's estimated timetable and costs and
            the preparedness of our critical suppliers;

         -  the introduction of competing products or technology by competitors;

         -  availability of funding for research and development;

         -  the ability to meet performance and delivery requirements on systems
            for customers;

         -  the economic, regulatory and political instability of Brazil, Asia
            and certain emerging countries; and

         -  the ability to attract and retain skilled employees with high-level
            technical competencies.

         Our automotive business also could be affected by:

         -  the ability to effectively implement our automotive restructuring
            program and improve automotive margins;

         -  changes in consumer debt levels and interest rates;

         -  the cyclical nature of the automotive industry;

         -  moderation or decline in the automobile build rate;

         -  work stoppages;


         -  customer recall and warranty claims;

         -  product liability issues; and


         -  changes to the regulatory environment regarding automotive safety.

         Our aerospace and information systems business also could be affected
by:

         -  the level of defense funding by the government;

         -  the termination of existing government contracts; and

         -  the ability to develop and market products and services for
            customers outside of the traditional aerospace and information
            systems markets.


         The above list of important factors is not exclusive. We caution you
that any forward-looking statement reflects only the beliefs of TRW or its
management at the time the statement is made. TRW undertakes no obligation to
update any forward-looking statement to reflect events or circumstances after
the date on which the statement was made.





                                       12
<PAGE>   18

                                       TRW

         TRW is an international company that provides advanced technology
products and services. The principal businesses of TRW and its subsidiaries are
the design, manufacture and sale of products and the performance of systems
engineering, research and technical services for private industry and the United
States Government in the automotive and aerospace and information systems
markets. TRW's principal products and services include:

         -     automotive chassis systems;

         -     automotive occupant safety systems;

         -     automotive electronics and engineered fasteners;

         -     automotive engine components and diesel systems;

         -     spacecraft;

         -     electronic systems, equipment and services;

         -     software and systems engineering support services;

         -     information technology; and

         -     aeronautical systems, products and services.

         TRW was incorporated under the laws of Ohio on June 17, 1916. TRW
conducts its business directly and through a number of direct and indirect
subsidiaries. TRW had approximately 124,000 employees as of September 30, 1999.


ACQUISITION OF LUCASVARITY

         On May 10, 1999, TRW closed the acquisition of LucasVarity for an
aggregate cash purchase price of approximately $6.8 billion. LucasVarity
designs, manufactures and supplies advanced technology systems, products and
services in the world's automotive and aerospace industries. LucasVarity had
sales of approximately $7.088 billion for the year ended January 31, 1999, and
total assets of approximately $7.453 billion as of January 31, 1999. TRW
unconditionally committed to purchase all LucasVarity shares tendered on or
prior to March 25, 1999, and LucasVarity is included in TRW's financial
statements subsequent to that date.

         The automotive components industry is in a stage of consolidation and
TRW believes that the leading participants in the industry will be those capable
of delivering superior technology and systems on a global basis to customers who
increasingly require total systems solutions. TRW believes that the combination
of TRW and LucasVarity creates one of the world's leading automotive
organizations, capable of providing its customers globally with advanced
engineering and manufacturing capabilities. In TRW's view, the combination of
TRW and LucasVarity offers a leading presence in a broad range of vehicle
control and safety systems, including steering, brakes, occupant restraints and
related electronics. TRW also believes that LucasVarity's position in aerospace
systems in Europe and North America complements TRW's position in aerospace and
information systems and offers substantial cross-selling opportunities. TRW
expects to achieve in excess of $200 million in annual cost saving synergies by
the end of 2001 in the combined businesses.




                                       13
<PAGE>   19



                                 USE OF PROCEEDS

         TRW will not receive any proceeds from the exchange offer. In
consideration for issuing the registered debt, TRW will receive in exchange
outstanding debt of like principal amount, the terms of which are identical in
all material respects to the registered debt. The outstanding debt surrendered
in exchange for registered debt will be retired and canceled and cannot be
reissued. Accordingly, issuance of  the registered debt will not result in any
increase in TRW's indebtedness. TRW has agreed to bear the expenses of the
exchange offer. No underwriter is being used in connection with the exchange
offer.

         The net proceeds from the sale of 6 1/2% Notes Due 2002, 6 5/8% Notes
Due 2004, 7 1/8% Notes Due 2009 and 7 3/4% Debentures Due 2029, after deducting
offering expenses and the initial purchasers' discounts, were approximately
$2,370 million. TRW used those proceeds for the repayment of a portion of TRW's
commercial paper borrowings related to its acquisition of LucasVarity. The
effective interest on the borrowings was between 4.83% and 5.22% per annum with
a maturity of 63 days or less.

         The net proceeds from the sale of the 6.45% Notes due 2001, after
deduction of offering expenses and the initial purchasers' discount were
approximately $424.7 million. TRW used those proceeds for the repayment of a
portion of TRW's commercial paper borrowings related to its acquisition of
LucasVarity. The weighted average interest rate on the outstanding commercial
paper was 5.22% with due dates that ranged from overnight to 244 days.





                                       14

<PAGE>   20



                                 CAPITALIZATION


         The following table sets forth the consolidated capitalization of TRW
at September 30, 1999. This table should be read in conjunction with TRW's
financial statements, the notes to the financial statements and other financial
and statistical information included or incorporated by reference in this
prospectus.

<TABLE>
<CAPTION>
                                                                                           SEPTEMBER 30, 1999 (a)
                                                                                                (UNAUDITED)
                                                                                               -------------
                                                                                               (IN MILLIONS)
<S>                                                                                               <C>
Short-term debt:
   Short-term debt (including current portion
      of long-term debt)............................................................              $  3,561
                                                                                                  ========
Long-term debt:
   U.S. borrowings..................................................................              $  1,000
   Non-U.S. borrowings..............................................................                   587
   Medium-term notes:
      6.05% Notes due 2005..........................................................                   200
      6.25% Notes due 2010..........................................................                   150
      6.65% Notes due 2028..........................................................                   150
      6.30% Notes due 2008..........................................................                   100
      9.35% Notes due 2020 (due 2000 at option of note holder)......................                   100
      9.375% Notes due 2021.........................................................                   100
      Other medium-term notes.......................................................                   294
   Outstanding Debt:
      6.45% Notes due 2001..........................................................                   425
      6 1/2% Notes Due 2002.........................................................                   400
      6 5/8% Notes Due 2004.........................................................                   700
      7 1/8% Notes Due 2009.........................................................                   750
      7 3/4% Debentures Due 2029....................................................                   550
   Other ...........................................................................                    24
                                                                                                  --------
         Total long-term debt.......................................................              $  5,530
                                                                                                  ========
Minority interests in subsidiaries..................................................              $    110
                                                                                                  ========
Shareholders' investment:
   Serial Preference Stock II (5,000,000 shares, without par value,
      authorized; 99,634 issued and outstanding)....................................              $     --
   Common Stock (500,000,000 shares, par value $0.625 per share,
      authorized; 121,520,390 issued and outstanding)...............................                    76
   Other capital....................................................................                   464
   Retained earnings................................................................                 2,174
   Treasury shares--cost in excess of par value.....................................                 (567)
   Accumulated other comprehensive income (loss)....................................                 (164)
                                                                                                  --------
         Total shareholders' investment.............................................              $  1,983
                                                                                                  ========
         Total capitalization.......................................................              $ 11,184
                                                                                                  ========


(a)      There has been no material change in the capitalization of TRW since
         September 30, 1999, other than as set forth in this prospectus.

</TABLE>

                                       15

<PAGE>   21



                       RATIO OF EARNINGS TO FIXED CHARGES
                                   (UNAUDITED)

         The following table shows the ratio of earnings to fixed charges of TRW
and its subsidiaries. For purposes of this ratio, "earnings" consist of earnings
from continuing operations before income taxes adjusted for minority interests
in earnings of consolidated subsidiaries, plus fixed charges, less undistributed
earnings of affiliates which are less than fifty percent owned by TRW. "Fixed
charges" consist of interest on borrowed funds, amortization of debt discount
and expense and one-third of rental expense which is representative of the
interest factor.


<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,                   NINE MONTHS
                                                 ------------------------------------------------           ENDED
                                                 1994       1995       1996       1997       1998     SEPTEMBER 30, 1999
                                                 ----       ----       ----       ----       ----     ------------------
<S>                                              <C>        <C>       <C>        <C>         <C>           <C>
Ratio of earnings to fixed charges.............  3.9x       5.4x      3.4x(a)    2.9x(b)     5.2x           2.1x(c)
</TABLE>


(a)      The 1996 earnings from continuing operations before income taxes of
         $302 million includes a charge of $385 million as a result of actions
         taken in the automotive and space and defense businesses.

(b)      The 1997 earnings from continuing operations before income taxes of
         $240 million includes a $548 million earnings charge for purchased
         in-process research and development related to the acquisition of BDM
         International, Inc.


(c)      The earnings from continuing operations before income taxes of $435
         million for the nine months ended September 30, 1999 includes an
         $85 million earnings charge for purchased in-process research and
         development related to the acquisition of LucasVarity.

                                       16

<PAGE>   22



                  UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS

         The unaudited pro forma statements of operations for the year ended
December 31, 1998 and for the nine months ended September 30, 1999 have been
prepared to illustrate the effect of the acquisition of LucasVarity as if the
acquisition had occurred on January 1, 1998 and January 1, 1999, respectively.
Synergies and expected cost savings from the integration of LucasVarity with
TRW's previously existing businesses have not been included in the pro forma
statements of operations.

         The unaudited pro forma statement of operations presented for the year
ended December 31, 1998 includes the historical financial results for the year
ended December 31, 1998 for TRW and the year ended January 31, 1999 for
LucasVarity. The unaudited pro forma statement of operations for the nine months
ended September 30, 1999 includes the statement of operations for the nine
months ended September 30, 1999 for TRW, which includes LucasVarity operations
from the date of acquisition and the fourth quarter ended January 31, 1999 for
LucasVarity. Unusual and/or one-time items recorded for LucasVarity subsequent
to LucasVarity's year ended January 31, 1999 audited financial statements
through the date of disposition, March 25, 1999, included primarily the
investment banker fees of $21 million relating to TRW's acquisition of
LucasVarity. The historical statements of operations for LucasVarity have been
presented using U.S. Generally Accepted Accounting Principles, GAAP. The
statements were translated from British pounds to U.S. dollars using an average
exchange rate for the applicable period.


         The unaudited pro forma statements of operations include the
adjustments, with a continuing impact, to reflect the transaction using purchase
accounting. The pro forma adjustments are described in the notes to the
unaudited pro forma statements of operations. The adjustments are based upon
preliminary information and certain management judgments. Certain
reclassifications have been reflected to conform to TRW's presentation. The
purchase accounting adjustments are subject to revisions which will be reflected
in future periods. Revisions, if any, are not expected to have a material effect
on the statement of operations or financial condition of TRW.


         The unaudited pro forma statements of operations are presented for
illustrative purposes only and are not necessarily indicative of the results of
operations which may occur in the future, or that would have occurred if the
acquisition had been consummated on January 1, 1998 and January 1, 1999 for the
statements of operations for the year ended December 31, 1998 and for the nine
months ended September 30, 1999, respectively. The unaudited pro forma
statements of operations should be read in conjunction with the consolidated
financial statements and notes thereto included in TRW's Annual Report on Form
10-K for the year ended December 31, 1998, as amended by Amendment No. 1 to that
report filed November 10, 1999, the consolidated condensed unaudited financial
statements and the notes thereto included in TRW's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999 and the consolidated financial
statements and notes thereto of LucasVarity for the year ended January 31, 1999
included in TRW's Current Report on Form 8-K dated March 26, 1999, as amended on
May 17, 1999, each incorporated into this prospectus by reference.

                                       17

<PAGE>   23



                   UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
                   -------------------------------------------
                      FOR THE YEAR ENDED DECEMBER 31, 1998
                      (IN MILLIONS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                         TRW             LUCASVARITY
                                                    HISTORICAL AS       HISTORICAL AS          PRO FORMA           ADJUSTED
                                                      REPORTED            REPORTED            ADJUSTMENTS             TRW
                                                      --------            --------            -----------             ---

<S>                                                    <C>                  <C>                  <C>                <C>
Sales..........................................        $11,886              $7,088               $  (10) (a)        $18,964
Cost of sales..................................          9,715               5,542                   93  (b)         15,350
                                                      --------             -------               ------             -------
Gross profit...................................          2,171               1,546                 (103)              3,614
Administrative and selling expenses............            826                 495                    -- (c)          1,321
Research and development expenses..............            522                 305                  (62) (d)            765
Interest expense...............................            114                  58                  450  (f)            622
Amortization of goodwill and intangible
   assets .....................................             43                  --                   88  (g)            131
Other expense (income)--net....................            (80)               (180)                 (93) (h)           (353)
                                                      --------             -------               ------             -------
Earnings from continuing operations before
   income taxes................................            746                 868                 (486)              1,128
Income taxes...................................            269                 315                 (182) (i)            402
                                                      --------             -------               ------             -------
Earnings from continuing operations............        $   477              $  553               $ (304)            $   726
                                                      ========             =======               ======             =======

Per share of common stock
   Diluted
     From continuing operations................        $  3.83                                                      $  5.84
   Basic
     From continuing operations................        $  3.93                                                      $  5.98
Shares used in computing per share amounts
   Diluted.....................................          124.4                                                        124.4
   Basic.......................................          121.3                                                        121.3
</TABLE>


          See Notes to the Unaudited Pro Forma Statement of Operations



                                       18

<PAGE>   24

                   UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
                  ---------------------------------------------
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                      (IN MILLIONS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                           TRW             LUCASVARITY
                                                      HISTORICAL AS       HISTORICAL AS          PRO FORMA         ADJUSTED
                                                        REPORTED            REPORTED            ADJUSTMENTS           TRW
                                                        --------            --------            -----------           ---

<S>                                                      <C>                <C>                 <C>                  <C>
Sales .............................................     $12,344             $1,733              $(107) (a)          $13,970
Cost of sales......................................      10,096              1,340                (53) (b)           11,383
                                                        -------             ------              -----               -------
Gross profit.......................................       2,248                393                (54)                2,587
Administrative and selling expenses................         824                123                (14) (c)              933
Research and development expenses..................         502                 81                (21) (d)              562
Purchased in-process research and development......          85                 --                (85) (e)              --
Interest expense...................................         334                 10                106  (f)              450
Amortization of goodwill and intangible
   assets..........................................          81                 --                 22  (g)              103
Other expense (income)--net........................         (13)              (152)               (53) (h)             (218)
                                                        --------            ------              -----               -------
Earnings from continuing operations before
   income taxes....................................         435                331                 (9)                  757
Income taxes.......................................         190                117                (35) (i)              272
                                                        -------             ------              -----               -------
Earnings from continuing operations................     $   245             $  214              $  26               $   485
                                                        =======             ======              =====               =======

Per share of common stock
   Diluted
      From continuing operations...................     $  1.99                                                     $  3.93
   Basic
      From continuing operations...................     $  2.03                                                     $  4.01
Shares used in computing per share amounts
   Diluted.........................................       123.4                                                       123.4
   Basic ..........................................       120.7                                                       120.7
</TABLE>


          See Notes to the Unaudited Pro Forma Statement of Operations


                                       19

<PAGE>   25

            NOTES TO THE UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS


(a)      Sales were adjusted to reflect the elimination of sales between TRW and
         LucasVarity of $10 million for the year ended December 31, 1998, and $1
         million for the nine months ended September 30, 1999. In addition,
         Sales for the nine months ended September 30, 1999, were adjusted to
         eliminate $106 million of LucasVarity sales included in the "TRW
         Historical as Reported" amount for the period subsequent to the date of
         acquisition, March 25, 1999, to March 31, 1999.


(b)      Cost of sales is adjusted to reflect the net amount of the following
         adjustments:


<TABLE>
<CAPTION>
                                                                                       YEAR ENDED         NINE MONTHS ENDED
                                                                                    DECEMBER 31, 1998     SEPTEMBER 30, 1999
                                                                                               (IN MILLIONS)

<S>                                                                                     <C>                      <C>
         Elimination of LucasVarity Cost of sales included in the "TRW
              Historical as Reported" amount for the period subsequent to the
              date of acquisition, March 25, 1999,
              to March 31, 1999.......................................................   $ --                     $(84)
         Reclassification of restructuring cost reported in LucasVarity
              historical accounts from Other expense (income)--net....................     73                       42
         Reclassification of engineering expenses from Research
              and development expenses to conform with TRW's presentation.............     62                       21
         Elimination of goodwill amortization reported in LucasVarity
              historical amounts......................................................    (55)                     (12)
         Additional depreciation resulting from the write-up of fixed assets
              to fair value.  The assets are depreciated over their estimated
              useful lives, primarily from 8 to 20 years.  The adjustment also
              includes the reduction in earnings to reflect the adjustment of
              the fair market value of inventory......................................     32                       --
         Capitalization of entry fees associated with an investment for
              aerospace partnering arrangements.......................................    (17)                      (6)
         Elimination of the cost and profit for sales between LucasVarity
              and TRW.................................................................    (10)                      (1)
         Adjustment for LucasVarity pension and OPEB expense to reflect
              the actuarial valuation as of the acquisition date......................      8                      (13)
                                                                                         ----                     ----
                                                                                         $ 93                     $(53)
                                                                                         ====                     ====
</TABLE>


(c)      Elimination of LucasVarity Administrative and selling expenses of $14
         million included in the "TRW Historical as Reported" amount for the
         period subsequent to the date of acquisition, March 25, 1999, to March
         31, 1999.

(d)      Reclassification of $62 million and $21 million of engineering costs to
         Cost of sales for the year ended December 31, 1998 and the nine months
         ended September 30, 1999, respectively, to conform with TRW's
         presentation.

(e)      Elimination of the charge for Purchased in-process research and
         development of $85 million in the nine months ended September 30, 1999
         reported in connection with the acquisition of LucasVarity. Although
         the charge is part of the purchase price allocation, it has been
         excluded from the pro forma adjusted TRW amounts because it does not
         have a continuing impact on the Statement of Operations.


(f)      Interest expense is adjusted to reflect the net amount of the following
         adjustments:

                                       20
<PAGE>   26


<TABLE>
<CAPTION>
                                                                                       YEAR ENDED        NINE MONTHS ENDED
                                                                                    DECEMBER 31, 1998    SEPTEMBER 30, 1999
                                                                                              (IN MILLIONS)
<S>                                                                                      <C>                   <C>
         Increase in interest expense to reflect the cash purchase
              price of LucasVarity..................................................     $418                  $ 93
         Reclassification of LucasVarity's interest income to Other
              expense (income)--net.................................................       32                    13
                                                                                         ----                  ----
                                                                                         $450                  $106
                                                                                         ====                  ====
</TABLE>


         The interest expense increase to reflect the cash purchase price of
         LucasVarity assumes that commercial paper of approximately $3.3 billion
         is outstanding at an interest rate of 5.33% and approximately $3.5
         billion of long-term debt is outstanding with an average interest rate
         of 6.81%. The long-term debt assumes a blend of notes with maturities
         of 5, 10, and 30 years. Interest expense also includes incremental
         financing fees associated with the increase in leverage.

         A 1/4% change in the commercial paper rates changes interest expense by
         $8 million per year. The impact on earnings and earnings per share is
         $5 million and $0.04, respectively.

(g)      Amortization of goodwill and intangible assets is adjusted to reflect
         the net amount of the following adjustments:


<TABLE>
<CAPTION>
                                                                                       YEAR ENDED        NINE MONTHS ENDED
                                                                                    DECEMBER 31, 1998    SEPTEMBER 30, 1999
                                                                                              (IN MILLIONS)

<S>                                                                                      <C>                   <C>
         Amortization over 40 years of goodwill resulting from
              the acquisition.......................................................     $ 73                  $ 17
         Amortization of the fair value of identified intangibles over
              their estimated useful lives from 5 to 30 years.......................       15                     5
                                                                                         ----                  ----
                                                                                         $ 88                  $ 22
                                                                                         ====                  ====
</TABLE>


(h)      Other expense (income)--net is adjusted to reflect the net amount of
         the following adjustments:


<TABLE>
<CAPTION>
                                                                                       YEAR ENDED        NINE MONTHS ENDED
                                                                                    DECEMBER 31, 1998    SEPTEMBER 30, 1999
                                                                                                 (IN MILLIONS)

<S>                                                                                     <C>                     <C>
         Reclassification of restructuring costs reported in LucasVarity's
              historical accounts to Cost of sales..................................    $(73)                   $(42)
         Reclassification of LucasVarity interest income from Interest
              expense...............................................................     (32)                    (13)
         Elimination of the LucasVarity gain on the formation of a joint
              venture with TRW......................................................      12                      --
         Elimination of LucasVarity Other expense (income)--net included
              in the "TRW Historical as reported" amount for the period
              subsequent to the date of acquisition, March 25, 1999,
              to March 31, 1999.....................................................      --                       2
                                                                                        ----                    ----
                                                                                        $(93)                   $(53)
                                                                                        ====                    ====
</TABLE>

(i)      Reduction in income taxes of $182 million and $35 million for the
         applicable tax effect of the before tax pro forma adjustments to the
         statement of operations for the year ended December 31, 1998 and the
         nine months ended September 30, 1999, respectively. For the year ended
         December 31, 1998, the pro forma adjustments do not reflect a tax cost
         of $20 million which would have occurred if TRW had acquired
         LucasVarity as of January 1, 1998. The $20 million tax cost represents
         unused foreign tax credits with the assumption that neither TRW nor
         LucasVarity would have paid certain dividends from their respective
         foreign subsidiaries.

                                       21

<PAGE>   27


         Unusual and/or one-time special items included in the historical
statements of operations for TRW and LucasVarity for the year ended December 31,
1998 are set forth below.

         --    an after-tax gain of $32 million from the settlement of patent
               litigation by ICO Global Communications (Holdings) Limited with
               TRW


         --    an after-tax charge of $28 million for litigation, contract
               reserves, and severance costs relating to the combination of
               TRW's Systems Integration Businesses with BDM International,
               Inc., a company acquired in 1997


         --    an after-tax charge of $18 million for restructuring primarily
               for plant closings and severance costs for TRW's Automotive
               businesses


         --    an after-tax benefit of $20 million for TRW's interest accrual
               adjustment for tax litigation settlement


         --    an after-tax charge for LucasVarity of $21 million for costs
               incurred for its proposed change of domicile

         --    an after-tax loss of $10 million recognized upon the termination
               of LucasVarity's interest rate swap portfolio

         --    net after-tax gains of $206 million relating to the sale of
               businesses during the year, including LucasVarity's heavy vehicle
               braking business

         --    after-tax charges of $36 million for restructuring related to
               LucasVarity's automotive businesses for the closure of two plants
               and severance costs, the loss associated with the termination of
               a product line within the aerospace business and fourth quarter
               restructuring costs relating to the merger of Lucas Industries
               and Varity Corporation.


         Unusual and/or one-time special items included in the historical
statements of operations for TRW and LucasVarity for the nine months ended
September 30, 1999 are set forth below.

         --    after-tax gains of $19 million from the issuance of stock by RF
               Micro Devices, Inc., an affiliate of TRW, and $76 million
               primarily from TRW's sale of stock of the affiliate

         --    an after-tax charge of $51 million to reserve fully for TRW's
               financial exposure to ICO Global Communications (Holdings)
               Limited. ICO filed a voluntary reorganization petition during
               the third quarter of 1999 and is operating its business under
               the regulation of Chapter 11 of the U.S. Bankruptcy Code.

         --    an after-tax charge of $28 million for TRW's losses from a
               commercial fixed price contract and a capped cost reimbursable
               contract for the U.S. Army

         --    a non-recurring after-tax loss of $33 million on foreign currency
               hedges relating to the acquisition of LucasVarity

         --    an after-tax charge of $23 million for the underwriting and
               participation fees incurred to secure committed credit facilities
               and the cost of the unutilized credit line in anticipation of
               TRW's acquisition of LucasVarity

         --    an after-tax charge of $47 million for severance and other costs
               relating to the restructuring of TRW's automotive businesses


                                       22
<PAGE>   28

         --    a cost of $85 million, with no income tax benefit, for the
               valuation of in-process research and development associated with
               TRW's acquisition of LucasVarity. The cost is eliminated as a pro
               forma adjustment


         --    an after-tax charge of $13 million to reflect the adjustment of
               the fair market value of inventory


         --    an after-tax gain of $23 million to reflect the effect of
               discontinuing the depreciation of assets of businesses held for
               sale


         --    an after-tax gain of $129 million principally related to the sale
               of LucasVarity's heavy vehicle braking system business

         --    an after-tax charge of $26 million for restructuring for the
               automotive business of LucasVarity including the closure of two
               plants and severance costs.


         On May 17, 1999, TRW announced that it will divest its engine
businesses, which consist of TRW Engine Components and Lucas Diesel Systems
operations; TRW Nelson Stud Welding; and the LucasVarity Wiring companies. The
estimated net proceeds of $1.2 to $1.5 billion from these divestitures and, if
necessary, sales of non-revenue-producing assets will be applied to reduce debt
incurred to finance the acquisition of LucasVarity. The unaudited pro forma
statements of operations for the year ended December 31, 1998 and the nine
months ended September 30, 1999 included sales of approximately $2.0 billion and
$1.3 billion, respectively, relating to the businesses to be sold. The results
of operations of the businesses to be divested will be reported in Earnings from
continuing operations up to the date of their disposition. TRW believes that
initial proceeds from asset sales will be realized beginning in the fourth
quarter and continuing into early 2000. Pro forma financial information related
to the proposed divestitures is not included as TRW does not yet have a binding
letter of intent or purchase and sale agreement on any of the businesses being
planned for divestiture. Until such definitive documentation exists, the sale of
these businesses is not considered probable.


                                       23

<PAGE>   29



            UNAUDITED BALANCE SHEET OF TRW AS OF SEPTEMBER 30, 1999

         The following unaudited balance sheet of TRW includes the acquisition
of LucasVarity accounted for as a purchase. The September 30, 1999 unaudited
balance sheet of TRW includes the accounts of TRW and LucasVarity. The balance
sheet also reflects a preliminary purchase price allocation based upon the
estimated fair value of assets and liabilities as of the date of acquisition. A
pro forma balance sheet is not included as the unaudited balance sheet of TRW as
of September 30, 1999 includes LucasVarity.



<TABLE>
<CAPTION>
                                                          ASSETS
                                                                                                                TRW AS
                                                                                                               REPORTED
                                                                                                               --------
                                                                                                             (IN MILLIONS)
<S>                                                                                                           <C>
Current assets
   Cash and cash equivalents..............................................................................    $    294
   Accounts receivable....................................................................................       2,487
   Inventories............................................................................................       1,090
   Prepaid expenses.......................................................................................         288
   Net assets of acquired businesses held for sale........................................................         822
   Deferred income taxes..................................................................................         218
                                                                                                              --------
Total current assets......................................................................................       5,199
Property, plant, and equipment--on the basis of cost......................................................       8,014
   Less accumulated depreciation and amortization.........................................................       4,115
                                                                                                              --------
Total property, plant and equipment--net..................................................................       3,899
Intangible Assets
   Intangibles arising from acquisitions..................................................................       3,698
   Other ........................................................................................                  906
                                                                                                              --------
                                                                                                                 4,604
   Less accumulated amortization..........................................................................         222
                                                                                                              --------
Total intangible assets--net..............................................................................       4,382
Investments in affiliated companies.......................................................................         288
Other notes and accounts receivable.......................................................................         283
Prepaid pension cost......................................................................................       2,729
Other assets..............................................................................................         490
                                                                                                              --------
                                                                                                              $ 17,270
                                                                                                              ========
                                         LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities
   Short-term debt........................................................................................    $  2,828
   Accounts payable.......................................................................................       1,530
   Current portion of long-term debt......................................................................         733
   Other current liabilities..............................................................................       2,361
                                                                                                              --------
Total current liabilities.................................................................................       7,452
Long-term liabilities.....................................................................................       1,614
Long-term debt............................................................................................       5,530
Long-term deferred income taxes...........................................................................         581
Minority interests in subsidiaries........................................................................         110
Shareholders' investment
   Capital stock..........................................................................................          76
   Other capital..........................................................................................         464
   Retained earnings......................................................................................       2,174
   Treasury shares--cost in excess of par value...........................................................        (567)
   Accumulated other comprehensive (loss).................................................................        (164)
                                                                                                              --------
Total shareholders' investment............................................................................       1,983
                                                                                                              --------
                                                                                                               $17,270
                                                                                                              ========
</TABLE>



         On May 17, 1999, TRW announced that it will divest its engine
businesses, which consist of TRW Engine Components and Lucas Diesel Systems
operations; TRW Nelson Stud Welding; and the LucasVarity Wiring companies. The
net operating assets of the LucasVarity businesses to be sold of $822 million as
of September 30, 1999 are included in the caption "Net assets of acquired
businesses held for sale." The net assets of the TRW businesses to be sold are
approximately $335 million and are reported in their respective balance sheet
accounts.


                                       24
<PAGE>   30


PURCHASE PRICE ALLOCATION OF LUCASVARITY

         The assets and liabilities of LucasVarity have been consolidated with
TRW based upon the fair value of assets and liabilities. During the second
quarter 1999, the valuation of LucasVarity employee benefit plans was completed
and pre-acquisition contingencies were adjusted along with the deferred tax
impact. A preliminary allocation of the cash purchase price of $6,778 million is
as follows:


<TABLE>
<CAPTION>
                                                                                                       (IN MILLIONS)
<S>                                                                                                    <C>
Cash and cash equivalents..........................................................................   $      774
Accounts receivable................................................................................          887
Inventory..........................................................................................          524
Net assets of businesses held for sale.............................................................          895
Other current assets...............................................................................          247
                                                                                                      ----------
Total current assets...............................................................................        3,327
Property, plant and equipment......................................................................        1,302
Intangible assets..................................................................................          506
Prepaid pension costs..............................................................................        2,470
Other assets.......................................................................................          389
                                                                                                      ----------
Total assets.......................................................................................   $    7,994
                                                                                                      ==========

Accounts payable...................................................................................   $     (686)
Other accruals.....................................................................................         (786)
Debt...............................................................................................         (938)
Long-term liabilities..............................................................................         (823)
Long-term deferred taxes...........................................................................         (753)
                                                                                                      ----------
Total liabilities..................................................................................   $   (3,986)
                                                                                                      ==========

Minority Interests.................................................................................   $      (39)
                                                                                                      ==========

Purchased in-process research and development......................................................   $       85
                                                                                                      ==========

Excess of purchase price over fair value of net assets acquired....................................   $    2,724
                                                                                                      ==========
</TABLE>




         The purchase price allocation is preliminary and is subject to
adjustments for the final appraisal and resolution of preacquisition
contingencies, completion of TRW management's assessment of the recognition of
liabilities in connection with the LucasVarity purchase business combination in
accordance with EITF 95-3, and for the valuation of net assets of businesses
held for sale based upon the actual proceeds received from the sale of these
businesses. The adjustments, if any, are not expected to have a material effect
on TRW's results of operations or financial condition.

                                       25
<PAGE>   31




                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

         TRW entered into a registration rights agreement with Morgan Stanley &
Co. Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as
representatives of the initial purchasers of the 6 1/2% Notes Due 2002, 6 5/8%
Notes Due 2004, 7 1/8% Notes due 2009 and 7 3/4% Debentures Due 2029. At the
closing of the sale of the Notes due 2001, TRW entered into a registration
rights agreement with Goldman, Sachs & Co., as representative of the initial
purchasers of the Notes due 2001. Under these registration rights agreements,
TRW agreed to file a registration statement regarding the exchange of the
outstanding debt for registered debt with terms identical in all material
respects. TRW also agreed to use its reasonable best efforts to cause that
registration statement to become effective with the SEC. A copy of each
registration rights agreement has been filed as an exhibit to the registration
statement of which this prospectus is a part.

         TRW is conducting the exchange offer to satisfy its contractual
obligations under the registration rights agreements. The form and terms of the
registered debt are the same as the form and terms of the outstanding debt,
except that the registered debt will be registered under the Securities Act, and
the registered debt will not contain terms with respect to transfer
restrictions, registration rights or additional interest for failure by TRW to
observe obligations in the registration rights agreement. TRW is not extending
the exchange offer to holders of outstanding debt in any jurisdiction where the
exchange offer does not comply with the securities or blue sky laws of that
jurisdiction.

TERMS OF THE EXCHANGE OFFER

         TRW is offering to exchange up to $2.825 billion total principal amount
of registered debt for a like total principal amount of outstanding debt. To
validly tender your outstanding debt, you must tender it on or before the
expiration date of the exchange offer and not withdraw your tender. In exchange
for outstanding debt properly tendered and accepted, TRW will issue a like total
principal amount of up to $2.825 billion in registered debt.

         TRW is not conditioning the exchange offer upon holders tendering a
minimum principal amount of outstanding debt. As of the date of this prospectus,
$2.825 billion total principal amount of outstanding debt is outstanding.

         Holders of the outstanding debt do not have any appraisal or
dissenters' rights in the exchange offer. If holders do not tender outstanding
debt or tender outstanding debt that TRW does not accept, their outstanding debt
will remain outstanding. Any outstanding debt will be entitled to the benefits
of the indenture, but will not be entitled to any further registration rights
under the registration rights agreement, except under limited circumstances.

         After the expiration date of the exchange offer, TRW will return to the
holder any tendered outstanding debt that TRW did not accept for exchange due
to, among other things, an invalid tender.

         Holders exchanging outstanding debt will not have to pay brokerage
commissions or fees or, subject to the instructions in the letter of
transmittal, transfer taxes. TRW will pay the charges and expenses, other than
applicable taxes in the exchange offer.

         Neither TRW nor TRW's Board of Directors recommends that you tender or
not tender your outstanding debt in the exchange offer. In addition, TRW has not
authorized anyone to make any recommendation about the exchange offer. You must
decide whether to tender your outstanding debt in the exchange offer and, if so,
the aggregate amount of the outstanding debt to tender.

                                       26
<PAGE>   32

EXPIRATION DATES; EXTENSIONS; AMENDMENTS


         As used in this prospectus, the "expiration date" of the exchange offer
is 5:00 p.m., New York City time, on December 14, 1999, unless TRW extends the
exchange offer to allow additional tenders of outstanding debt, in which case
the expiration date will be the latest date to which the exchange offer is
extended.


         TRW has the right, in accordance with applicable law, at any time to:

         -    terminate the exchange offer if TRW determines that any of the
              conditions to the exchange offer have not occurred or have not
              been satisfied;

         -    extend the expiration date of the exchange offer and keep all
              outstanding debt tendered other than outstanding debt properly
              withdrawn; and/or

         -    waive any condition or amend the terms of the exchange offer.

         If TRW exercises any of the rights listed above, it will promptly give
oral or written notice of the action to the exchange agent and will issue a
release to an appropriate news agency. In the case of an extension, an
announcement will be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date.

ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF REGISTERED DEBT

         TRW will issue registered debt to the exchange agent for outstanding
debt tendered and accepted, and not withdrawn, promptly on or after the
expiration date. The exchange agent may not deliver the registered debt to all
tendering holders at the same time. The timing of delivery depends upon when the
exchange agent receives and processes the required documents.

         TRW will be deemed to have exchanged outstanding debt validly tendered
and not withdrawn when TRW gives oral or written notice to the exchange agent of
their acceptance. The exchange agent is an agent for TRW for purposes of
receiving tenders of outstanding debt, letters of transmittal and related
documents. The exchange agent also is an agent for tendering holders for
purposes of receiving outstanding debt, letters of transmittal and related
documents and transmitting registered debt to validly tendering holders. If for
any reason, TRW

         -    delays the acceptance or exchange of any outstanding debt,

         -    extends the exchange offer, or

         -    is unable to accept or exchange outstanding debt,

then any outstanding debt previously tendered will remain subject to the
exchange offer and may be accepted for exchange by TRW. Tendered outstanding
debt may be withdrawn only by following the withdrawal procedures outlined in
the section entitled "--Withdrawal Rights" below.

         In tendering outstanding debt, you must warrant in the letter of
transmittal or in an "agent's message," as described below, that:

         -    you have full power and authority to tender, exchange, sell,
              assign and transfer your outstanding debt;

         -    TRW will acquire good, marketable and unencumbered title to the
              tendered outstanding debt, free and clear of all liens,
              restrictions, charges and encumbrances; and

         -    the outstanding debt tendered for exchange is not subject to any
              adverse claims or proxies.

                                       27
<PAGE>   33

         You also must warrant and agree that you will, upon request, execute
and deliver any additional documents requested by TRW or the exchange agent to
complete the exchange, sale, assignment, and transfer of the outstanding debt
and that you will comply with your obligations under the registration rights
agreement.

PROCEDURES FOR TENDERING OUTSTANDING DEBT

         VALID TENDER

         You may tender your outstanding debt by book-entry transfer or, if you
hold certificated securities, by other means, as described below. For book-entry
transfer, you must deliver to the exchange agent either (1) a completed and
signed letter of transmittal or (2) an "agent's message." An agent's message
means a message transmitted by DTC, received by the exchange agent and forming
part of a confirmation of a book-entry confirmation, that:

         -    DTC has received an express acknowledgment in its Automated
              Tender Offer Program that it is tendering outstanding debt that is
              the subject of the book-entry confirmations;

         -    the tendering participant has received and agrees to be bound by
              the letter of transmittal, or, in the case of an agent's message
              related to guaranteed delivery, that the participant has received
              and agrees to be bound by the applicable notice of guaranteed
              delivery; and

         -    TRW may enforce the letter of transmittal against that
              participant.

         You must deliver your letter of transmittal or the agent's message by
mail, facsimile, hand delivery or overnight courier to the exchange agent on or
before the expiration date. In addition, to complete a book-entry transfer, you
must also either

         -    have DTC transfer the outstanding debt into the exchange agent's
              account at DTC using the ATOP procedures for transfer, and obtain
              a confirmation of the transfer, or

         -    follow the guaranteed delivery procedures described below under
              "--Guaranteed Delivery Procedures."

         If you tender less than all of your outstanding debt, you should fill
in the principal amount of each series of outstanding debt tendered in the
appropriate box on the letter of transmittal. If you do not indicate the amount
tendered in the appropriate box, TRW will assume you are tendering all
outstanding debt that you hold.

         For tendering your outstanding debt other than by book-entry transfer,
you must deliver a completed and signed letter of transmittal to the exchange
agent. You must deliver the letter of transmittal by mail, facsimile, hand
delivery or overnight courier to the exchange agent on or before the expiration
date. In addition, to complete a valid tender you must either

         -    deliver your outstanding debt to the exchange agent on or before
              the expiration date, or

         -    follow the guaranteed delivery procedures set forth below under
              "--Guaranteed Delivery Procedures."

         Delivery of required documents by whatever method you choose is at your
sole risk. Delivery is complete when the exchange agent actually receives the
items to be delivered. Delivery of documents to DTC in accordance with DTC's
procedures does not constitute delivery of the documents to the exchange agent.
If delivery is made by mail, then registered mail, return receipt requested,
properly insured, or an overnight delivery service is recommended. In all cases,
you should allow sufficient time to ensure delivery to the exchange agent before
the expiration date.

                                       28
<PAGE>   34

         SIGNATURE GUARANTEES

         You do not need to endorse certificates for the outstanding debt or
provide signature guarantees on the letter of transmittal, unless

         (1)  someone other than the registered holder tenders the certificate
              or

         (2)  you complete the box entitled "Special Issuance Instructions" or
              "Special Delivery Instructions" in the letter of transmittal.

In the case of (1) or (2) above, you must sign your outstanding debt or provide
a properly executed bond power, with the signature on the bond power and on the
letter of transmittal guaranteed by a firm or other entity identified in Rule
17Ad-15 under the Exchange Act as an "eligible guarantor institution."

         An "eligible guarantor institution" includes:


         -  a bank;

         -  a broker, dealer, municipal securities broker or dealer or
            government securities broker or dealer;

         -  a credit union;


         -  a national securities exchange, registered securities association or
            clearing agency; or

         -  a savings association,

         in each case, that is a participant in a securities transfer
association.

         GUARANTEED DELIVERY PROCEDURES

         If the certificates for the outstanding debt are not immediately
available or all required documents are unlikely to reach the exchange agent on
or before the expiration date, or if a book-entry transfer cannot be completed
in time, you may tender your outstanding debt if you comply with the following
guaranteed delivery procedures:

         -  you tender through an eligible guarantor institution;

         -  you deliver a properly completed and signed notice of guaranteed
            delivery, like the form provided with the letter of transmittal, to
            the exchange agent on or before the expiration date; and

         -  you deliver the certificates or a confirmation of book-entry
            transfer and a properly completed and signed letter of transmittal
            to the exchange agent within three New York Stock Exchange trading
            days after the notice of guaranteed delivery is executed.

         You may deliver the notice of guaranteed delivery by hand, facsimile or
mail to the exchange agent and you must include a guarantee by an eligible
guarantor institution in the form described in the notice.

         TRW's acceptance of properly tendered outstanding debt is a binding
agreement between the tendering holder and TRW. However, TRW is permitted to
terminate the exchange offer if the exchange offer violates applicable law or
any  applicable interpretation of the SEC's staff or if an injunction is issued
related to the exchange offer. See "--Conditions to the Exchange Offer."

                                       29
<PAGE>   35

DETERMINATION OF VALIDITY

         TRW will resolve all questions regarding the form of documents,
validity, eligibility, including time of receipt, and acceptance for exchange of
any tendered outstanding debt. TRW's resolution of these questions and TRW's
interpretation of the terms and conditions of the exchange offer, including the
letter of transmittal, are final and binding on all parties. A tender of
outstanding debt is invalid until all irregularities have been cured or waived.
TRW, its affiliates or assigns, and the exchange agent are not under any
obligation to give notice of any irregularities in tenders and none of them will
be liable for failing to give any such notice. TRW reserves the absolute right,
in its sole and absolute discretion, to reject any tenders determined to be in
improper form or unlawful. TRW also reserves the absolute right to waive any of
the conditions of the exchange offer or any condition or irregularity in the
tender of outstanding debt by any holder. TRW need not waive similar conditions
or irregularities in the case of other holders.

         If any letter of transmittal, endorsement, bond power, power of
attorney, or any other document required by the letter of transmittal is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
that person must indicate that capacity when signing. In addition, unless waived
by TRW, the person must submit proper evidence satisfactory to TRW, in its sole
discretion, of his or her authority to so act.

         A beneficial owner of outstanding debt that is held by or registered in
the name of a broker, dealer, commercial bank, trust company or other nominee or
custodian should contact that entity promptly if the holder wants to participate
in the exchange offer.

RESALE OF REGISTERED DEBT

         TRW is exchanging the registered debt for outstanding debt based upon
the position of the SEC's staff, set forth in interpretive letters to Exxon
Capital Holdings Corporation, which became available on April 13, 1989, and
Morgan Stanley & Co. Incorporated, which became available June 5, 1991. TRW will
not seek its own interpretive letter. As a result, TRW cannot assure you that
the SEC's staff will take the same position on this exchange offer as it did in
those prior interpretive letters. Based on these prior interpretations of the
SEC's staff, TRW believes that holders of registered debt, other than
broker-dealers, can offer the registered debt for resale, resell and otherwise
transfer the registered debt without delivering a prospectus to prospective
purchasers, other than as described below.

         Any holder of outstanding debt who is an "affiliate" of TRW or who
intends to distribute registered debt, or any broker-dealer who purchased
outstanding debt from TRW for resale pursuant to Rule 144A or any other
available exemption under the Securities Act:

         -  cannot rely on the SEC staff's interpretations in the
            above-mentioned interpretive letters;

         -  cannot tender outstanding debt in the exchange offer; and

         -  must comply with the registration and prospectus delivery
            requirements of the Securities Act to transfer the outstanding debt,
            unless the sale is exempt from those requirements.

         If any broker-dealer acquired outstanding debt for its own account as a
result of market-making or other trading activities and exchanges the
outstanding debt for registered debt, the broker-dealer must deliver a
prospectus with any resales of the registered debt.

         If you want to exchange your outstanding debt for registered debt, you
will be required to affirm that:

         -  you are not an "affiliate" of TRW, as defined in Rule 405 of the
            Securities Act;

         -  you are acquiring the registered debt in the ordinary course of your
            business;


                                       30
<PAGE>   36


         -  you have no arrangement or understanding with any person to
            participate in a "distribution," within the meaning of the
            Securities Act, of the registered debt; and

         -  if you are not a broker-dealer, you are not engaged in, and do not
            intend to engage in, a "distribution," within the meaning of the
            Securities Act, of the registered debt.

         In addition, TRW may require you to provide information regarding the
number of "beneficial owners," within the meaning of Rule 13d-3 under the
Exchange Act, of the outstanding debt. Each broker-dealer that receives
registered debt for its own account must acknowledge that it acquired its
outstanding debt for its own account as the result of market-making activities
or other trading activities and must agree that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
the registered debt. By making this acknowledgment and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" under the Securities Act.

         Based on the SEC staff's position in its interpretive letter to
Shearman & Sterling, which became available July 2, 1983, TRW believes that
broker-dealers who acquired outstanding debt for their own accounts as a result
of market-making activities or other trading activities may fulfill their
prospectus delivery requirements with respect to the registered debt with a
prospectus meeting the requirements of the Securities Act. Accordingly, a
broker-dealer may use this prospectus to satisfy the requirements. TRW has
agreed that, for a period of 90 days after the expiration date of the exchange
offer, it will make this prospectus, as amended or supplemented, available to
any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."

         A broker-dealer intending to use this prospectus in the resale of
registered debt must notify TRW, on or prior to the expiration date, that it is
a participating broker-dealer. This notice may be given in the letter of
transmittal or may be delivered to the exchange agent. Any participating
broker-dealer that is an "affiliate" of TRW may not rely on the SEC staff's
interpretive letters referred to above and must comply with the registration and
prospectus delivery requirements of the Securities Act when reselling its
registered debt.

WITHDRAWAL RIGHTS

         You can withdraw tenders of outstanding debt at any time on or before
the expiration date of the exchange offer.

         For a withdrawal to be effective, you must deliver a written or
facsimile transmission of a "notice of withdrawal" to the exchange agent on or
before the expiration date. The notice of withdrawal must specify:

         -  the name of the person tendering the outstanding debt to be
            withdrawn,

         -  the total principal amount of outstanding debt withdrawn, and

         -  the name of the registered holder of the outstanding debt if it is
            different from the name of the person tendering the outstanding
            debt.

         If you delivered outstanding debt to the exchange agent, you must
submit the serial numbers of the outstanding debt to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an eligible
guarantor institution, except in the case of outstanding debt tendered for the
account of an eligible guarantor institution. If you tendered outstanding debt
as a book-entry transfer, the notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawal of outstanding
debt and you must deliver the notice of withdrawal to the exchange agent by
written, telegraphic, telex or facsimile transmission. You may not rescind
withdrawals of tender. Outstanding debt properly withdrawn may again be tendered
at any time on or before the expiration date.

                                       31
<PAGE>   37

         TRW will determine all questions regarding the validity, form and
eligibility of withdrawal notices. TRW's determination will be final and binding
on all parties. None of TRW, any of its affiliates or assigns, the exchange
agent nor any other person is under any obligation to give notice of any
irregularities in any notice of withdrawal, nor will they be liable for failing
to give any such notice. Withdrawn outstanding debt will be returned to the
holder after withdrawal.

CONDITIONS TO THE EXCHANGE OFFER

         If the exchange offer violates applicable law or any applicable
interpretation of the SEC's staff or a court or governmental agency has issued
an injunction, order or decree that would prohibit, prevent or otherwise
materially impair TRW's ability to proceed with the exchange offer, then TRW
may:
         -  terminate the exchange offer, whether or not any outstanding debt
            has been accepted for exchange,

         -  waive any condition to the exchange offer, or

         -  amend the terms of the exchange offer in any respect.

TRW's failure at any time to exercise any of these rights will not waive those
rights, and each right will be deemed an ongoing right which may be asserted at
any time or from time to time.

         If TRW consummates the exchange offer, it must accept all outstanding
debt validly tendered in accordance with the terms of the exchange offer.

EXCHANGE AGENT

         TRW appointed The Chase Manhattan Bank as exchange agent for the
exchange offer. All executed letters of transmittal should be directed to the
exchange agent at the address set forth below. Holders should direct questions
and requests for assistance, requests for additional copies of this prospectus
or of the letter of transmittal and requests for notice of guaranteed delivery
to the exchange agent as follows:

                      Delivery To: The Chase Manhattan Bank

 By Mail, Hand or Overnight Delivery:        By Facsimile Transmission:

 The Chase Manhattan Bank                    (For Eligible Institutions Only)
 55 Water Street                                      (212) 638-7375
 Room 234, North Building
 New York, New York 10041                    Confirm by Telephone:
 Attention: Carlos Esteves                   Carlos Esteves (212) 638-0828

                              For Information Call:

                                 (212) 638-0828

         IF YOU DELIVER LETTERS OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS
TO AN ADDRESS OR FACSIMILE NUMBER OTHER THAN THOSE LISTED ABOVE, YOUR TENDER IS
INVALID.

         The Chase Manhattan Bank also serves as trustee under the indenture.

FEES AND EXPENSES

         TRW will pay the cash expenses incurred in connection with the exchange
offer, including the expenses of soliciting tenders. The expenses include fees
and expenses of the exchange agent and the

                                       32
<PAGE>   38

trustee, accounting and legal fees and printing costs, among others. The
principal solicitation for tenders is being made by mail. Additional
solicitations, however, may be made by TRW's officers and employees in person,
by telegraph or telephone.

         TRW has not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or other persons
soliciting acceptances of the exchange offer. TRW will pay the exchange agent,
however, reasonable and customary fees for its services and will reimburse the
exchange agent for its reasonable out-of-pocket expenses in connection with the
exchange offer.

         TRW will pay the transfer taxes for the exchange of the outstanding
debt in the exchange offer. If, however, certificates for registered debt are
delivered to or issued in the name of a person other than the registered holder
of the tendered outstanding debt, or if a transfer tax is imposed for any reason
other than for the exchange of outstanding debt in the exchange offer, then the
tendering holder will pay the transfer taxes. If a tendering holder does not
submit satisfactory evidence of payment of taxes or exemption from taxes with
the letter of transmittal, the taxes will be billed directly to the tendering
holder.

ACCOUNTING TREATMENT

         The registered debt will be recorded at the same carrying value as the
outstanding debt. Accordingly, TRW will not recognize any gain or loss for
accounting purposes. TRW intends to amortize the expenses of the exchange offer
and issuance of the outstanding debt over the respective terms of each series of
the registered debt.


                       DESCRIPTION OF THE REGISTERED DEBT

         The outstanding debt was, and the registered debt will be, issued as
separate series under an Indenture dated as of May 1, 1986, as supplemented and
amended by the First Supplemental Indenture dated as of August 24, 1989, the
Second Supplemental Indenture dated as of June 2, 1999, the Third Supplemental
Indenture dated as of June 2, 1999, the Fourth Supplemental Indenture dated as
of June 2, 1999, the Fifth Supplemental Indenture dated as of June 2, 1999, and
the Sixth Supplemental Indenture dated as of June 23, 1999, between TRW and The
Chase Manhattan Bank, as successor trustee to Mellon Bank, N.A. Except as set
forth below, the provisions of the indenture apply to all of the outstanding
debt and all of the registered debt.

         The following description is a summary of the material provisions of
the indenture with respect to the registered debt. It does not restate the
indenture in its entirety. A copy of the indenture has been filed as an exhibit
to the registration statement of which this prospectus is a part. The terms of
the registered debt are the same as the terms of the outstanding debt, except
that:

         -  TRW registered the registered debt under the Securities Act, and,
            unlike the outstanding debt, its transfer is not restricted; and

         -  holders of the registered debt are not entitled to rights to
            additional interest for failure to comply with provisions of the
            registration rights agreement.

We urge you to read the indenture because it, and not this description, defines
your rights as holders of the registered debt. In this description, references
to "TRW" mean TRW Inc., alone and not together with any of its subsidiaries.

                                       33
<PAGE>   39

BASIC TERMS

         The registered debt will have the following terms:

<TABLE>
<CAPTION>
                                                 Maximum
                                                 Principal               Interest
                                                 Amount                  Rate                Maturity Date
                                                 ------                  ----                -------------
<S>                                             <C>                     <C>                  <C>
         Exchange Notes due 2001                 $425,000,000            6.45%               June 15, 2001
         Exchange Notes Due 2002                 $400,000,000            6 1/2%              June 1, 2002
         Exchange Notes Due 2004                 $700,000,000            6 5/8%              June 1, 2004
         Exchange Notes Due 2009                 $750,000,000            7 1/8%              June 1, 2009
         Exchange Debentures Due 2029            $550,000,000            7 3/4%              June 1, 2029
</TABLE>

         At maturity, each series of registered debt will be repaid at 100% of
its principal amount.

RANKING


         Each series of the registered debt will be senior unsecured
indebtedness of TRW, ranking equally with all other existing and future
unsecured senior indebtedness of TRW. Each series of registered debt ranks
equally with each other series of registered debt. TRW Inc. had $8.1 billion of
indebtedness for borrowed money outstanding as of September 30, 1999, including
the outstanding debt for which this exchange offer is being made. As of
September 30, 1999, subsidiaries of TRW Inc. had $0.2 billion of indebtedness
for borrowed money outstanding that was guaranteed by TRW Inc. All of TRW Inc.'s
debt and all of TRW Inc.'s obligations under the guarantees of subisdiary debt
rank equally with the registered debt. No debt of TRW Inc. will rank senior to
the registered debt upon our completion of the exchange offer. TRW Inc. has no
subordinated debt outstanding. There are no restrictions on the incurrence of
debt that ranks equally with the registered debt. TRW Inc. cannot issue debt
that ranks senior to any series of registered debt without the consent of the
holders of not less than 66 2/3% in total principal amount of that series of
registered debt. This consent requirement is the only limitation in the
indenture on the amount of indebtedness that TRW Inc. could issue that ranks
senior to the registered debt.


INTEREST PAYMENTS

         The registered debt will bear interest from its date of issuance.
Interest is payable semiannually on June 1 and December 1 of each year
commencing on December 1, 1999, at the rates set forth above, except for the
Exchange Notes due 2001. Interest on the Exchange Notes due 2001 is payable on
June 15 and December 15 of each year, commencing on December 15, 1999, at the
rate of 6.45% per annum. The holders of outstanding debt that TRW accepts for
exchange will receive, in cash, accrued interest on the outstanding debt to, but
not including, the issuance date of the registered debt. That interest will be
paid with the first interest payment on the registered debt. Consequently,
holders who exchange their outstanding debt for registered debt will receive the
same interest payment on December 1, 1999, or December 15, 1999 with respect to
the Exchange Notes due 2001, which is the first interest payment date with
respect to the outstanding debt, that they would have received had they not
accepted the exchange offer. Interest on the outstanding debt accepted for
exchange will cease to accrue upon issuance of the registered debt.

         Interest on the registered debt will be payable in United States
dollars at the office or agency of the trustee in the Borough of Manhattan, the
City of New York, New York, or at TRW's option in the event the registered debt
is not represented by global securities, by check mailed to the address of the
registered holder at the close of business on the May 15 or November 15, or May
31 or November 30 in the case of the Exchange Notes due 2001, preceding the
interest payment date. Interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day months. Payment of the principal on individual
certificated securities in fully registered form, "definitive registered
securities", if any are issued, will be payable against remittance of a
definitive registered security at the office of Bankers Trust Luxembourg, or the
office of such other person located in Luxembourg and reasonably acceptable to
the trustee appointed as additional paying and transfer agent.




                                       34
<PAGE>   40

         Any definitive registered securities will be issued in fully registered
form in denominations of $1,000 principal amount and integral multiples thereof.

         Except for the Notes due 2001, each series of the outstanding debt is
listed on the Luxembourg Stock Exchange. Application has been made to list each
series of the registered debt, other than the Exchange Notes due 2001, on the
Luxembourg Stock Exchange.

OPTIONAL REDEMPTION

         The Exchange Notes due 2001 are not redeemable prior to maturity.

         The Exchange Notes Due 2002 are not redeemable prior to maturity except
for tax reasons as described under "--Redemption for Tax Reasons."

         The Exchange Notes Due 2004, the Exchange Notes Due 2009 and the
Exchange Debentures Due 2029 are redeemable as a whole at any time or in part
from time to time, at the option of TRW, at a redemption price equal to the
greater of

         (1)      100% of the principal amount of the notes to be redeemed and

         (2)      the sum of the present values of the remaining scheduled
                  payments of principal and interest thereon from the redemption
                  date to the applicable maturity date, exclusive of any accrued
                  interest, discounted, in each case, to the redemption date on
                  a semiannual basis, assuming a 360-day year consisting of
                  twelve 30-day months, at the Treasury Rate plus

                  (a)      0.15% in the case of the Exchange Notes Due 2004,

                  (b)      0.20% in the case of the Exchange Notes Due 2009 and

                  (c)      0.25% in the case of the Exchange Debentures Due
                           2029,

plus, in each case, any interest accrued but not paid to the date of redemption.

         "Treasury Rate" means, with respect to any redemption date for the
Exchange Notes Due 2004, the Exchange Notes Due 2009 or the Exchange Debentures
Due 2029, as the case may be:

         (1)      the yield, under the heading which represents the average for
                  the immediately preceding week, appearing in the most recently
                  published statistical release designated "H.15(519)" or any
                  successor publication which is published weekly by the Board
                  of Governors of the Federal Reserve System and which
                  establishes yields on actively traded United States Treasury
                  securities adjusted to constant maturity under the caption
                  "Treasury Constant Maturities," for the maturity corresponding
                  to the Comparable Treasury Issue; or

         (2)      if that release, or any successor release, is not published
                  during the week preceding the calculation date or does not
                  contain such yields, the rate per annum equal to the
                  semi-annual equivalent yield to maturity of the Comparable
                  Treasury Issue, calculated using a price for the Comparable
                  Treasury Issue, expressed as a percentage of its principal
                  amount, equal to the Comparable Treasury Price for that
                  redemption date.

With respect to clause (1) above, if no maturity is within three months before
or after the maturity date for the Exchange Notes Due 2004, the Exchange Notes
Due 2009 or the Exchange Debentures Due 2029, as the case may be, yields for the
two published maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest
month. The Treasury Rate in each case will be calculated on the third business
day preceding the redemption date.


                                       35
<PAGE>   41

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Exchange Notes Due 2004, the Exchange Notes Due 2009
or the Exchange Debentures Due 2029, as the case may be, to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such securities. "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the
trustee after consultation with TRW.

         "Comparable Treasury Price" means with respect to any redemption date
for the Exchange Notes Due 2004, the Exchange Notes Due 2009 or the Exchange
Debentures Due 2029, as the case may be,

         (i)      the average of four Reference Treasury Dealer Quotations for
                  that redemption date, after excluding the highest and lowest
                  such Reference Treasury Dealer Quotations, or

         (ii)     if the trustee obtains fewer than four such Reference Treasury
                  Dealer Quotations, the average of all such quotations.

         "Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, J.P. Morgan & Co. Incorporated, Salomon Smith Barney Inc., and one
other primary U.S. Government securities dealer in New York City, each, a
"Primary Treasury Dealer," appointed by the trustee in consultation with TRW;
provided, however, that if any of the foregoing shall cease to be a Primary
Treasury Dealer, TRW shall substitute therefor another Primary Treasury Dealer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue,
expressed in each case as a percentage of its principal amount, quoted in
writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding that redemption date.

         Notice of any redemption will be mailed at least 30 days but no more
than 60 days before the redemption date to each holder of the registered debt to
be redeemed. In addition, so long as any of outstanding debt or registered debt
is listed on the Luxembourg Stock Exchange and the rules of that exchange
require, notice of any redemption will be published in a newspaper having a
general circulation in Luxembourg, which is expected to be the Luxemburger Wort.

         On and after the redemption date interest will cease to accrue on the
registered debt or portions thereof called for redemption, unless TRW defaults
in payment of the redemption price.

PAYMENT OF ADDITIONAL AMOUNTS

         TRW will pay as additional interest on the registered debt, other than
the Exchange Notes due 2001, such additional amounts as are necessary in order
that the net payment by TRW or a paying agent of the principal of and interest
on the registered debt to a Foreign Holder, as defined in the section "United
States Federal Income Tax Consequences," after deduction or withholding for any
present or future tax, assessment or governmental charge of the United States or
a political subdivision or taxing authority thereof or therein, imposed by
withholding with respect to the payment, will not be less than the amount
provided in the registered debt to be then due and payable.

         The obligation to pay additional amounts shall not apply:

         (1)      to a tax, assessment or governmental charge that is imposed or
                  withheld solely by reason of the Foreign Holder, or a
                  fiduciary, settlor, beneficiary, member or shareholder of the
                  Foreign Holder if the Foreign Holder is an estate, trust,
                  partnership or corporation, or a person holding a power over
                  an estate or trust administered by a fiduciary holder,
                  considered as:



                                       36
<PAGE>   42

                  (a)      being or having been present or engaged in a trade or
                           business in the United States or having or having had
                           a permanent establishment in the United States;

                  (b)      having a current or former relationship with the
                           United States, including a relationship as a citizen
                           or resident thereof;

                  (c)      being or having been a foreign or domestic personal
                           holding company, a passive foreign investment company
                           or a controlled foreign corporation with respect to
                           the United States or a corporation that has
                           accumulated earnings to avoid United States Federal
                           income tax; or

                  (d)      being or having been a "10-percent shareholder" of
                           TRW as defined in Section 871(h)(3) of the United
                           States Internal Revenue Code of 1986, as amended, or
                           any successor provision;

         (2)      to any Foreign Holder that is not the sole beneficial owner of
                  the registered debt, or a portion thereof, or that is a
                  fiduciary or partnership, but only to the extent that a
                  beneficiary or settlor with respect to the fiduciary or a
                  beneficial owner or member of the partnership would not have
                  been entitled to the payment of an additional amount had the
                  beneficiary, settlor, beneficial owner or member received
                  directly its beneficial or distributive share of the payment;

         (3)      to a tax, assessment or governmental charge that is imposed or
                  withheld solely by reason of the failure of the Foreign Holder
                  or any other person to comply with certification,
                  identification or information reporting requirements
                  concerning the nationality, residence, identity or connection
                  with the United States of the Foreign Holder or beneficial
                  owner of such registered debt, if compliance is required by
                  statute, by regulation of the United States Treasury
                  Department or by an applicable income tax treaty to which the
                  United States is a party as a precondition to exemption from,
                  or reduction of, such tax, assessment or other governmental
                  charge;

         (4)      to a tax, assessment or governmental charge that is imposed
                  otherwise than by withholding by TRW or a paying agent from
                  the payment;

         (5)      to a tax, assessment or governmental charge that is imposed or
                  withheld solely by reason of a change in law, regulation, or
                  administrative or judicial interpretation that becomes
                  effective more than 15 days after the payment becomes due or
                  is duly provided for, whichever occurs later;

         (6)      to an estate, inheritance, gift, sales, excise, transfer,
                  wealth or personal property tax or a similar tax, assessment
                  or governmental charge;

         (7)      to any tax, assessment or other governmental charge required
                  to be withheld by any paying agent from any payment of
                  principal of or interest on any registered debt, if such
                  payment can be made without such withholding by any other
                  paying agent; or

         (8)      in the case of any combination of items "(1)" through "(7)."

         The registered debt is subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable to the
registered debt. Except as specifically provided under this heading, "Payment of
Additional Amounts," TRW will not be required to make any payment with respect
to any tax, assessment or governmental charge imposed by any government or a
political subdivision or taxing authority thereof or therein.


                                       37
<PAGE>   43

REDEMPTION FOR TAX REASONS

         If

         (1)      as a result of any change in, or amendment to, the laws, or
                  any regulations or rulings promulgated thereunder, of the
                  United States or any political subdivision or taxing authority
                  thereof or therein, or any change in, or amendments to, the
                  official position regarding the application or interpretation
                  of such laws, regulations or rulings, which change or
                  amendment is announced or becomes effective on or after May
                  26, 1999, TRW becomes or will become obligated to pay
                  additional amounts on the registered debt, other than the
                  Exchange Notes due 2001, as described herein under the heading
                  "--Payment of Additional Amounts" or

         (2)      any act is taken by a taxing authority of the United States on
                  or after May 26, 1999, whether or not such act is taken with
                  respect to TRW or any affiliate, that results in a substantial
                  probability that TRW will or may be required to pay such
                  additional amounts,

then TRW may, at its option, redeem, as a whole, but not in part, the registered
debt, other than the Exchange Notes due 2001, on not less than 30 nor more than
60 days' prior notice, at a redemption price equal to 100% of their principal
amount, together with interest accrued but unpaid thereon to the date fixed for
redemption.

         TRW may exercise this redemption right only if TRW determines, in its
business judgment, that the obligation to pay such additional amounts cannot be
avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the registered debt. No redemption pursuant to
clause (2) in the previous paragraph may be made unless

         (1)      TRW receives an opinion of independent counsel to the effect
                  that an act taken by a taxing authority of the United States
                  results in a substantial probability that it will or may be
                  required to pay the additional amounts described under the
                  heading "--Payment of Additional Amounts," and

         (2)      TRW delivers to the trustee a certificate, signed by a duly
                  authorized officer, stating that based on such opinion, TRW is
                  entitled to redeem the registered debt pursuant to its terms.

DEFINITIONS FROM THE INDENTURE

         The following are some of the terms defined in the indenture:

         "Attributable Debt" means, as to any particular lease under which any
Person is liable at the time and at any date as of which the amount thereof is
to be determined, the lesser of:

         (1)      the fair value of the property subject to that lease, as
                  determined by the Board of Directors of TRW; or


         (2)      the total net amount of rent required to be paid by that
                  Person under that lease during the remaining term thereof,
                  discounted from the respective due dates thereof to that date
                  at the actual interest factor included in that rent.

The net amount of rent required to be paid under any such lease for any such
period shall be the aggregate amount of the rent payable by the lessee with
respect to that period after excluding amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water rates and similar
charges. In the case of any lease which is terminable by the lessee upon the
payment of a penalty, that net amount shall also include the amount of that
penalty, but no rent shall be considered as required to be paid under that lease
subsequent to the first date upon which it may be so terminated.








                                       38
<PAGE>   44

         "Board of Directors" or "Board," when used with reference to TRW, shall
mean the Board of Directors of TRW, or the Executive Committee of the Board or
any other committee of the Board to the extent that the powers of the Board have
lawfully been delegated.

         "Consolidated Funded Debt" means the Funded Debt of TRW and its
Consolidated Subsidiaries consolidated in accordance with generally accepted
accounting principles.

         "Consolidated Net Tangible Assets" means the total of all assets of TRW
and its Consolidated Subsidiaries appearing on a consolidated balance sheet
prepared in accordance with generally accepted accounting principles, including
the equity in and the net amount of advances to other Subsidiaries, after
deducting therefrom, without duplication of deductions, as shown on such balance
sheet, the sum of:

         (1)      intangible assets, including goodwill, cost of acquired
                  businesses in excess of recorded net assets at acquisition
                  dates, patents, licenses, trademarks, trade names, copyrights,
                  unamortized debt discount and expense less unamortized debt
                  premium, and corporate organization expense, but excluding
                  deferred charges and prepaid expense;

         (2)      any write-up of the book value of any assets, other than

                  (a)      equity in Subsidiaries which are not Consolidated
                           Subsidiaries and


                  (b)      as a result of currency revaluations,

                  resulting from the revaluation thereof subsequent to March 31,
                  1986;



         (3)      all liabilities of TRW and its Consolidated Subsidiaries other
                  than:

                  (a)      Funded Debt;

                  (b)      capital stock;

                  (c)      surplus;

                  (d)      surplus reserves;


                  (e)      reserves for deferred Federal income taxes arising
                           from accelerated depreciation, investment and other
                           tax credits, and similar provisions; and

                  (f)      contingency reserves not allocated for any particular
                           purpose;


         (4)      reserves for depreciation and amortization and other reserves,
                  other than the reserves referred to in the preceding clause
                  (3); and

         (5)      any minority interest in the shares of stock and surplus of
                  any Consolidated Subsidiary.

         "Consolidated Subsidiary" means each Subsidiary other than:

         (1)      any Subsidiary the accounts of which

                  (a)      are not required by generally accepted accounting
                           principles to be consolidated with those of TRW for
                           financial reporting purposes and

                  (b)      were not consolidated with those of TRW in TRW's then
                           most recent annual report to shareholders and are not
                           intended by TRW to be consolidated with those of TRW
                           in its next annual report to shareholders; or





                                       39
<PAGE>   45

         (2)      any Subsidiary the primary business of which consists of
                  financing the sale or lease of merchandise, equipment or
                  services by TRW or any Subsidiary or owning, leasing, dealing
                  in or developing real property, or providing services directly
                  related thereto, or which is otherwise primarily engaged in
                  the business of a finance or real estate company.

         "Domestic Subsidiary" means each Consolidated Subsidiary other than:

         (1)      any Consolidated Subsidiary which the Board of Directors
                  reasonably determines not to be material to the business or
                  financial condition of TRW;

         (2)      any Consolidated Subsidiary the major portion of the assets of
                  which are located, or the major portion of the business of
                  which is carried on, outside the United States of America, its
                  territories and possessions;

         (3)      any Consolidated Subsidiary which, during the 12 most recent
                  calendar months, or such shorter period as shall have elapsed
                  since its organization, derived the major portion of its gross
                  revenues from sources outside the United States of America;

         (4)      any Consolidated Subsidiary the major portion of the assets of
                  which consists of securities or obligations, or both, of one
                  or more corporations, whether or not Consolidated
                  Subsidiaries, of the types described in the preceding clauses
                  (2) and (3); and


         (5)      any Consolidated Subsidiary organized after March 31, 1986
                  which TRW intends shall be operated in such manner as to come
                  within one or more of the preceding clauses (2), (3) and (4).


         "Exempted Indebtedness" means, as of any particular time, the sum of:

         (1)      the aggregate principal amount of all then outstanding
                  indebtedness for borrowed money of TRW and its Domestic
                  Subsidiaries incurred after May 1, 1986, and secured by any
                  mortgage, security interest, pledge or lien other than those
                  permitted under any of clauses (1) through (5) under the
                  heading "--Covenants--Limitation on Liens" below; and

         (2)      all Attributable Debt pursuant to Sale and Leaseback
                  Transactions incurred by TRW and its Domestic Subsidiaries
                  after May 1, 1986, at that time outstanding other than that
                  which is not prohibited by or is permitted pursuant to clause
                  (1) or (2) under the heading "--Covenants--Limitation on Sale
                  and Leaseback" below.

         "Funded Debt" means all indebtedness for money borrowed having a
         maturity

         (1)      of more than 12 months from the date that indebtedness was
                  incurred, or

         (2)      of 12 months or less but by its terms being renewable or
                  extendable beyond 12 months from the date that indebtedness
                  was incurred at the option of the borrower.


         "Person" means any individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated organization, joint venture,
government or any agency or political subdivision thereof or other entity.

         "Principal Property" means any single manufacturing plant, engineering
facility or research facility owned or leased by TRW or a Domestic Subsidiary
other than any such plant or facility or portion thereof which the Board of
Directors reasonably determines not to be of material importance to TRW and its
Subsidiaries taken as a whole.






                                      40
<PAGE>   46

         "Securities" means any securities authenticated and delivered under the
indenture, including the outstanding debt and the registered debt.

         "Subsidiary" means each corporation of which TRW, or TRW and one or
more Subsidiaries, or any one or more Subsidiaries, directly or indirectly owns
securities entitling the holders thereof to elect a majority of the directors,
either at all times or so long as there is no default or contingency which
permits the holders of any other class or classes of securities to vote for the
election of one or more directors. As used in this definition, the term
"corporation" includes comparable types of business organizations
authorized under the laws of foreign countries and the term "directors"
includes the members of the governing bodies of those business organizations.

         "Wholly Owned Domestic Subsidiary" means each Domestic Subsidiary all
the outstanding shares of which, other than directors' qualifying shares, shall
at the time be owned by TRW, or by TRW and one or more Wholly Owned Domestic
Subsidiaries, or by one or more Wholly Owned Domestic Subsidiaries.

COVENANTS

         TRW is subject to the following covenants under the indenture with
respect to the registered debt.

         LIMITATION ON LIENS

         So long as any of the registered debt remains outstanding, TRW will
not, and will not cause or permit any Domestic Subsidiary to, directly or
indirectly, create or assume any mortgage, encumbrance, lien, pledge, charge or
security interest of any kind upon or in

         (1)      any of its interests in any Principal Property, or

         (2)      any shares of capital stock or indebtedness of any Domestic
                  Subsidiary,

whether that interest, capital stock or indebtedness is now owned or hereafter
acquired, if that mortgage secures or is intended to secure, directly or
indirectly, the payment of any indebtedness for borrowed money evidenced by
notes, bonds, debentures or other similar evidences of indebtedness ("Debt")
without making effective provision, and TRW in that case will make or cause to
be made effective provision, whereby all of the Securities shall be secured by
that mortgage equally and ratably with any other Debt thereby secured.

         This restriction does not apply to:

         (1)      mortgages on any Principal Property acquired, constructed or
                  improved by TRW or any Domestic Subsidiary after the date of
                  the indenture which are created or assumed contemporaneously
                  with, or within 120 days after, that acquisition or completion
                  of that construction or improvement to secure or provide for
                  payment of any part of the purchase price of that Principal
                  Property or the cost of that construction or improvement
                  incurred after May 1, 1986, or, in addition to mortgages
                  contemplated by clauses (2) and (3) below, mortgages on any
                  such Principal Property existing at the time or placed thereon
                  at the time of acquisition or leasing thereof by TRW or any
                  Domestic Subsidiary, or conditional sales agreements or other
                  title retention agreements with respect to any Principal
                  Property now owned or leased or hereafter acquired or leased
                  by TRW or a Domestic Subsidiary;

         (2)      mortgages on property, which includes shares of capital stock
                  or indebtedness of a corporation, of a corporation existing

                  (a)      at the time that corporation becomes a Domestic
                           Subsidiary or is merged or consolidated with TRW or a
                           Domestic Subsidiary, or


                                      41
<PAGE>   47



                  (b)      at the time of a sale, lease or other disposition of
                           the properties of that corporation, or a division
                           thereof, or other Person as an entirety or
                           substantially as an entirety, to TRW or a Domestic
                           Subsidiary,

                  provided that no such mortgage shall extend to any other
                  Principal Property of TRW or any Domestic Subsidiary or to any
                  shares of capital stock or any indebtedness of any Domestic
                  Subsidiary;

         (3)      mortgages created by TRW or a Domestic Subsidiary to secure
                  indebtedness of TRW or a Domestic Subsidiary to TRW or to a
                  Wholly Owned Domestic Subsidiary;


         (4)      mortgages in favor of the United States of America or any
                  state, territory or possession thereof, or any foreign
                  country or any department, agency, instrumentality or
                  political subdivision of any of such domestic or foreign
                  jurisdictions to secure partial, progress, advance or other
                  payments pursuant to any contract or statute or to secure any
                  debt incurred for the purpose of financing all or part of the
                  purchase price of, or the cost of constructing, the property
                  subject to such mortgages; and


         (5)      mortgages for the sole purpose of extending, renewing or
                  replacing, or successively extending, renewing or replacing,
                  in whole or in part any mortgage existing on May 1, 1986 or
                  referred to in the foregoing clauses (1) to (4) inclusive or
                  of any debt secured thereby; provided, however, that the
                  principal amount of indebtedness secured thereby shall not
                  exceed the principal amount of indebtedness so secured at the
                  time of that extension, renewal or replacement, and that
                  extension, renewal or replacement mortgage will be limited to
                  all or a part of the property which secured the mortgage so
                  extended, renewed or replaced, plus improvements on that
                  property.

         Notwithstanding the foregoing provisions, TRW or any Domestic
Subsidiary may, without equally and ratably securing all the Securities of each
series, create or assume mortgages which would otherwise be subject to the
foregoing restrictions if at the time of such creation or assumption, and after
giving effect thereto, Exempted Indebtedness does not exceed 15% of Consolidated
Net Tangible Assets determined as of the date not more than 90 days prior
thereto.


         LIMITATION ON SALE AND LEASEBACK

         TRW will not, and it will not permit any Domestic Subsidiary to, sell,
lease or transfer any Principal Property owned by TRW or a Domestic Subsidiary
as an entirety, or any substantial portion thereof, to anyone other than a
Wholly Owned Domestic Subsidiary, or TRW or a Wholly Owned Domestic Subsidiary
in the case of a Domestic Subsidiary, with the intention of taking back a lease
of that property, a "Sale and Leaseback Transaction," except a lease for a
period of not more than 36 months by the end of which it is intended that the
use of that property by the lessee will be discontinued.

         Notwithstanding the foregoing, TRW or any Domestic Subsidiary may sell
any such property and lease it back if the net proceeds of that sale are at
least equal to the fair value, as determined by resolution adopted by the Board
of Directors of TRW, of that property, and:


         (1)      TRW or such Domestic Subsidiary would be entitled, pursuant to
                  clauses (1) through (5) of the foregoing Limitation on Liens
                  covenant, to create Debt secured by a mortgage on the
                  Principal Property to be leased in an amount equal to the
                  Attributable Debt with respect to that Sale and Leaseback
                  Transaction without equally and ratably securing all the
                  Securities of each series, or

         (2)      if that sale or transfer does not come within the exception
                  provided by the preceding clause, the net proceeds of that
                  sale shall, and in any such case TRW covenants that they will,
                  within 120 days after that sale, be applied, to the greatest
                  extent possible, either



                                      42
<PAGE>   48

                  (a)      to the redemption of Securities subject to and in
                           accordance with the provisions of the indenture and
                           at the then applicable Redemption Price or to the
                           acquisition and delivery to the trustee for
                           cancellation of Securities, that acquisition to be at
                           a price not exceeding the principal amount thereof
                           plus accrued and unpaid interest and brokerage fees,
                           or

                  (b)      to the retirement of other Consolidated Funded Debt
                           of TRW ranking at least on a parity with the
                           Securities of each series, or in part to one or more
                           of such alternatives and in part to another;


                  provided that, in lieu of applying all or any part of that net
                  proceeds to that redemption, TRW may, within 90 days after
                  that sale, deliver to the trustee for cancellation, or receive
                  credit for theretofore delivered and cancelled, Securities
                  previously authenticated and delivered by the trustee and not
                  theretofore tendered for mandatory sinking fund purposes or
                  called for the mandatory sinking fund and with respect to
                  which credit under this Limitation on Sale and Leaseback
                  section had not theretofore been received, and an officers'
                  certificate stating that TRW elects to deliver such Securities
                  in lieu of redeeming Securities as provided above. If TRW
                  shall so deliver Securities to the trustee, or receive credit
                  for Securities so delivered, the amount of cash which TRW
                  shall be required to apply to the redemption of Securities
                  under this Limitation on Sale and Leaseback section shall be
                  reduced by an amount equal to the aggregate principal amount
                  of such Securities.


         Notwithstanding the foregoing provisions, TRW or any Domestic
Subsidiary may enter into Sale and Leaseback Transactions if, at the time of
such entering into, and after giving effect thereto, Exempted Indebtedness does
not exceed 15% of Consolidated Net Tangible Assets determined as of a date not
more than 90 days prior thereto.

LEVERAGED TRANSACTIONS

         Other than the restrictions on liens and sale and leaseback
transactions described above, the indenture does not contain and the registered
debt will not contain any covenants or other provisions designed to afford
holders of the registered debt protection in the event of a highly leveraged
transaction involving TRW.

EVENTS OF DEFAULT

         The indenture defines an event of default with respect to each series
of registered debt as being any one of the following events, unless it is
inapplicable:

         (1)      failure of TRW for 60 days to pay interest on any security of
                  that series;

         (2)      failure of TRW to pay principal or premium, if any, when due
                  with respect to any securities of that series of registered
                  debt;

         (3)      failure of TRW for 10 days to satisfy any sinking fund
                  obligation with respect to any securities of that series of
                  registered debt;

         (4)      failure of TRW for 75 days after appropriate notice to perform
                  any other covenant or agreement in the indenture applicable to
                  that series of registered debt; or

         (5)      events of bankruptcy, insolvency or reorganization specified
                  in the indenture.

         No event of default with respect to a particular series of securities
necessarily constitutes an event of default with respect to any other series of
securities. In case an event of default shall occur and be continuing with
respect to any series of securities, the trustee or the holders of not less than
25% in aggregate principal amount of the securities of that series then
outstanding may declare the principal of



                                      43
<PAGE>   49

that series, or a portion of the principal amount in the case of original issue
discount securities, to be due and payable. Any event of default with respect to
a particular series of registered debt, except in each case a failure to pay
principal, premium, if any, or interest may be waived by the holders of a
majority in aggregate principal amount of the outstanding registered debt of
that series.


         The indenture requires TRW to file annually with the trustee a written
statement of certain of our officers as to the existence of defaults in
performance of any covenants contained in the indenture. The trustee may
withhold notice to the holders of the securities of a particular series of any
default, except in payment of principal, premium, if any, or interest with
respect to that series of securities if the trustee determines in good faith
that the withholding of notice is in the interest of the holders of those
securities.


CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         The indenture provides that TRW may consolidate with, or sell or convey
all or substantially all of its assets to, or merge into, any other entity, if:

         (1)      the corporation formed by that consolidation or into which TRW
                  is merged, or the entity which acquired all or substantially
                  all of TRW's assets shall be organized and existing under the
                  laws of the United States of America or any state thereof;

         (2)      that entity expressly assumes the due and punctual payment of
                  the principal of, and premium, if any, and interest on the
                  Securities according to their tenor and the due and punctual
                  performance and observance of all of the covenants and
                  conditions of the indenture to be performed, observed or
                  satisfied by TRW;

         (3)      immediately after that merger or consolidation, or that sale
                  or conveyance, no Event of Default shall have occurred or be
                  continuing; and

         (4)      that entity shall not immediately thereafter have outstanding
                  any secured indebtedness not permitted by the covenant
                  described under "-Covenants--Limitation on Liens," unless that
                  entity has secured the securities equally and ratably with the
                  debt secured by the mortgage securing that other indebtedness,
                  if that entity could not create such other mortgage without
                  violating that covenant.

DEFEASANCE

         The indenture provides that TRW, at its option, either:

         (1)      will be discharged from any and all obligations with respect
                  to any series of securities, except for certain obligations to
                  register the transfer or exchange of the securities, replace
                  stolen, lost or mutilated securities, maintain paying agencies
                  and hold moneys for payment in trust, or

         (2)      need not comply with the restrictive covenants of the
                  indenture as described under "--Covenants--Limitation on
                  Liens" and "--Limitation on Sale and Leaseback" with respect
                  to any series of securities,

upon the deposit with the trustee or, in the case of a discharge of obligations,
91 days after that deposit, in trust, of money or the equivalent in securities
of the government that issued the currency in which the securities are
denominated or government agencies backed by the full faith and credit of that
government, or a combination thereof, which through the payment of interest
thereon and principal thereof in accordance with their terms will provide money
in an amount sufficient to pay all the principal of, and interest on that series
of securities on the dates such payments are due in accordance with the terms of
the securities.





                                      44
<PAGE>   50

         To exercise any such option, no event of default, or event which with
notice or lapse of time would become an event of default, with respect to such
series of securities shall have occurred and be continuing. TRW is required to
deliver to the trustee an opinion of counsel to the effect that the deposit and
related defeasance would not cause the holders of the securities to recognize
income, gain or loss for United States Federal income tax purposes and, in the
case of a discharge of obligations, accompanied by a ruling to that effect
received from or published by the Internal Revenue Service.

MODIFICATION OF THE INDENTURE

         TRW may, without the consent of any holder of any debt securities
issued under the indenture, enter into one or more supplemental indentures to,
among other things,

         -  cure any ambiguity,

         -  correct or supplement any provision that may be defective or
            inconsistent with any other provision, or

         -  make such other provisions under the indenture as shall not
            adversely affect the interests of the holders of the debt securities
            issued under the indenture.

         In addition, the rights and obligations of TRW and the rights of the
holders of the registered debt may be modified by TRW with the consent of the
holders of not less than 66 2/3% in aggregate principal amount of the
outstanding registered debt of each series to be affected. However, TRW may not,
without the consent of the holders of all outstanding registered debt to be
affected make modifications that would, among other things:

         -  change the maturity of any series of registered debt;

         -  reduce the principal amount of any registered debt security;

         -  reduce the rate or extend the time of payment of interest on any
            series of registered debt; or

         -  reduce the percentage of outstanding debt securities of each series
            where consent is required to modify or alter the indenture.

A supplemental indenture which changes or eliminates any covenant or other
provision of the indenture which has expressly been included solely for the
benefit of one or more particular series of registered debt, or which modifies
the rights of the holders of registered debt of that series with respect to that
covenant or other provision, shall be deemed not to affect the rights under the
indenture of the holders of registered debt of any other series.

THE TRUSTEE

         The Chase Manhattan Bank is the successor trustee to Mellon Bank, N.A.
under the indenture. The trustee is a depository for funds and performs other
services for, and transacts other banking business with, TRW in the normal
course of business. The trustee is also acting as exchange agent for the
exchange offer.

         The holders of a majority in aggregate principal amount of the then
outstanding securities will have the right, subject to limitations, to direct
the time, method and place of conducting any proceeding for any remedy available
to the trustee or exercising any trust or power conferred on the trustee.

         If an event of default occurs and is not cured or waived, the trustee
will be required to exercise such of its rights and powers under the indenture
and to use the degree of care and skill in their exercise that a prudent man
would exercise or use in the conduct of his own affairs. Subject to this
requirement, the trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the


                                       45
<PAGE>   51


request of any of the holders of the securities of any series, unless they shall
have offered to the trustee reasonable security or indemnity.

GOVERNING LAW

         The indenture is governed by and construed in accordance with the laws
of the State of New York.

                               REGISTRATION RIGHTS

         TRW entered into separate registration rights agreements with the
initial purchasers in the two offerings in which the outstanding debt was issued
for the benefit of the holders of the outstanding debt issued in each of those
offerings.

         In the registration rights agreements, TRW agreed, for the benefit of
         the holders of the outstanding debt,

         (1)      to file with the SEC a registration statement, of which this
                  prospectus forms a part, with respect to the registered debt,
                  and

         (2)      to use its reasonable best efforts to cause that exchange
                  offer registration statement to be declared effective under
                  the Securities Act within 180 calendar days after June 2,
                  1999, with respect to the 6 1/2% Notes due 2002, 6 5/8% Notes
                  Due 2004, 7 1/8% Notes Due 2009 and 7 3/4 Debentures Due 2029,
                  or June 23, 1999 with respect to the 6.45% Notes due 2001.

         If

         (1)      because of any change in law or in currently prevailing
                  interpretations of the SEC's staff, TRW is not permitted to
                  effect the exchange offer,

         (2)      the exchange offer is not completed by December 29, 1999 with
                  respect to the 6 1/2% Notes Due 2002, 6 5/8% Notes Due 2004, 7
                  1/8% Notes Due 2009 and 7 3/4% Debentures Due 2029, or January
                  19, 2000 with respect to the Notes due 2001, or


         (3)      at the time of the completion of the exchange offer, any of
                  the initial purchasers shall not have sold to investors who
                  are not affiliates of that initial purchaser all of the
                  outstanding debt initially purchased from TRW, and that
                  initial purchaser requests that TRW file a shelf registration
                  statement,

then TRW will


         (a)      file a shelf registration statement to cover resales of the
                  applicable outstanding debt by holders who satisfy the
                  conditions relating to the provision of information in
                  connection with the shelf registration statement, as described
                  in the registration rights agreement,

         (b)      use its reasonable best efforts to cause the shelf
                  registration statement to be declared effective under the
                  Securities Act, and


         (c)      use its reasonable best efforts to keep effective the shelf
                  registration statement until the earlier of two years after
                  June 2, 1999, with respect to the 6 1/2% Notes due 2002, 6
                  5/8% Notes Due 2004, 7 1/8% Notes Due 2009 and 7 3/4%
                  Debentures Due 2029, or June 23, 1999, with respect to the
                  6.45% Notes due 2001, unless Rule 144(k) is amended to provide
                  a shorter restrictive period, or such time as all of the
                  outstanding debt or registered debt covered by the
                  registration statement, as applicable, has been sold under
                  that registration statement.



                                       46
<PAGE>   52



         TRW will, in the event that a shelf registration statement is filed,
provide to each applicable holder copies of the prospectus that is a part of the
shelf registration statement, notify each of those holders when the shelf
registration statement for the outstanding debt has become effective and take
other actions as are required by the registration rights agreement to permit
unrestricted resales of the outstanding debt. A holder that sells outstanding
debt or registered debt, as applicable, pursuant to the shelf registration
statement will be required to be named as a selling security holder in the
related prospectus and to deliver a current prospectus to purchasers, will be
subject to applicable civil liability provisions under the Securities Act in
connection with those sales and will be bound by the provisions of the
registration rights agreement that are applicable to that holder, including
indemnification rights and obligations.

         If

         (1)      the exchange offer is not completed prior to the earlier of

                  (a)      45 days after effective date of this registration
                           statement and

                  (b)      (i)      December 29, 1999, with respect to the Notes
                                    Due 2002, the Notes Due 2004, the Notes Due
                                    2009 and the Debentures Due 2029, and

                           (ii)     January 19, 2000 with respect to the Notes
                                    due 2001, or,

         (2)      if applicable, a shelf registration statement providing for
                  resales of the outstanding debt has been declared effective
                  but that shelf registration statement ceases to be effective
                  at any time prior to the earlier of

                  (a)      the expiration of the holding period referred to in
                           Rule 144(k) and

                  (b)      the sale of all the outstanding debt pursuant to the
                           shelf registration statement,


TRW will be obligated to pay additional interest on the outstanding debt at a
rate of .25% per year commencing on the day after the date on which TRW was
obligated to complete the exchange offer, in the case of (1) above or the day
the shelf registration statement ceases to be effective, in the case of (2)
above. The aggregate amount of additional interest payable pursuant to the above
provision will in no event exceed .25% per year. Upon the completion of the
exchange offer or the effectiveness of the applicable shelf registration
statement, as the case may be, additional interest will cease to accrue.
Outstanding debt not tendered in the exchange offer will bear interest at the
same rates in effect at the time of issuance of the outstanding debt.

         In the event that TRW declares the prospectus included in a shelf
registration statement unusable in accordance with the registration rights
agreements, TRW will notify each holder of outstanding debt covered by that
shelf registration statement to suspend use of the prospectus included in that
registration statement. TRW may give that notice only twice during any 365 day
period. If the aggregate number of days in any consecutive 365 day period for
which all notices to suspend use of a prospectus are issued and effective
exceeds 60 days, additional interest on the outstanding debt covered by that
registration statement will begin to accrue on the 61st day in an amount equal
to .25% per year and will stop accruing when TRW declares that the shelf
registration statement is usable.

         For each series of outstanding debt other than the Notes due 2001, any
additional interest due pursuant to the foregoing paragraph will be payable in
cash on June 1 and December 1 of each year to the holders of record on the
preceding May 15 and November 15, respectively. For the Notes due 2001, any
additional interest due pursuant to the foregoing paragraph will be payable in
cash on June 15 and December 15 of each year to the holders of record on the
preceding May 31 and November 30, respectively.

         The registration rights agreements are governed by, and construed in
accordance with, the laws of the State of New York. This summary describes the
material provisions of the registration rights agreements, but does not restate
the registration rights agreements in their entirety. The registration



                                       47
<PAGE>   53

rights agreements, and not this summary, defines your rights under those
agreements. In addition, the information set forth above concerning the
interpretations of and positions taken by the SEC's staff is not intended to
constitute legal advice, and holders of outstanding debt should consult their
own legal advisors with respect to those matters.

                          BOOK-ENTRY; DELIVERY AND FORM

GENERAL

         The outstanding debt is, and the registered debt will initially be,
represented by one or more global securities in fully registered form.

         The global securities will be deposited with, or on behalf of, DTC and
registered in the name of its nominee, Cede & Co. Beneficial interests in the
global securities will be shown on, and transfers thereof will be effected only
through, records maintained in book-entry form by DTC, with respect to its
participants, and those participants. DTC's participants include Cedel Bank,
societe anonyme, or Morgan Guaranty Trust Company of New York, Brussels Office,
as operator of the Euroclear Clearance System, as participants in DTC.

         All interests in the global securities, including those held through
Euroclear or Cedel, may be subject to the procedures and requirements of DTC.
Those interests held through Euroclear and Cedel may also be subject to the
procedures and requirements of those systems.

DESCRIPTION OF BOOK-ENTRY SYSTEM

         Ownership of interests in the global securities will be limited to
persons who have accounts with DTC, including Euroclear and Cedel, or with
Euroclear or Cedel, or persons who have accounts through  participants,
"indirect participants," in DTC, Euroclear or Cedel. Ownership of beneficial
interests in the global securities will be shown on, and the transfer of that
ownership will be effected only through, records maintained by DTC with respect
to interests of participants, and the records of participants with respect to
interests of indirect participants.

         The laws of some countries and some states in the United States may
require that some types of purchasers of any securities take physical delivery
of those securities in definitive form. Those limits and those laws may impair
the ability to own, transfer or pledge the book-entry interests in the global
securities.

         So long as DTC or its nominee is the holder of the global securities,
DTC or its nominee, as the case may be, will be considered the sole holder of
the global securities for all purposes under the indenture and the securities.
Except as described under "--Definitive Registered Securities" below,
participants or indirect participants will not be entitled to have the
securities registered in their names, will not receive or be entitled to receive
physical delivery of securities in definitive form and will not be considered
the owners or holders thereof under the indenture. Accordingly, each direct or
indirect participant must rely on the procedures of the DTC and, if that person
is an indirect participant in DTC, on the procedures of the participant in DTC,
including Euroclear or Cedel, through which that person owns its interest, to
exercise any rights and remedies of a holder under the indenture.

DEFINITIVE REGISTERED SECURITIES

         Owners of book-entry interests in the global securities will receive
definitive registered securities if:

         (1)      DTC


                  (a)      notifies TRW that it is unwilling or unable to
                           continue to act as a depository for the global
                           securities and we fail to appoint a successor
                           depositary, or



                                      48
<PAGE>   54



                  (b)      is no longer eligible or in good standing to act as a
                           clearing agency under the Exchange Act,

                  and TRW does not appoint a successor depositary within 90
                  days; or


         (2)      TRW determines that the global securities for any series of
                  securities, in whole but not in part, should be exchanged for
                  definitive registered securities.

         In addition to the foregoing, during the continuance of an Event of
Default, holders of book-entry interests will be entitled to request and receive
definitive registered securities. Definitive registered securities will be
issued to and registered in the name of, or as directed by, that person only
upon the request in writing made through a DTC participant.

         Any definitive registered securities will be issued in fully registered
form in denominations of $1,000 principal amount and integral multiples thereof.
To the extent permitted by law, TRW, the trustee and any paying agent shall be
entitled to treat the person in whose name any definitive registered security is
registered as the absolute owner thereof. While any global security is
outstanding, holders of definitive registered securities may exchange their
definitive registered securities for a corresponding book-entry interest in that
global security by surrendering their definitive registered securities to the
trustee and providing the certificates and opinions required by the indenture.
The trustee will make the appropriate adjustments to the global security
underlying that book-entry interest to reflect any issue or surrender of
definitive registered securities.

         The indenture contains provisions relating to the maintenance by a
registrar of registers reflecting ownership of definitive registered securities,
if any, and other provisions customary for a debt security listed on the
register maintained by the registrar. Payment of principal and interest on each
definitive registered security will be made to the holder appearing on the
applicable register at the close of business on the record date at his address
shown on the applicable register on the record date.

ADDITIONAL PAYING AND TRANSFER AGENT

         If definitive registered securities are issued, other than for the
Exchange Notes due 2001, TRW will appoint Bankers Trust Luxembourg, or such
other person located in Luxembourg and reasonably acceptable to the trustee, as
an additional paying and transfer agent. Upon the issuance of definitive
registered securities, other than for the Exchange Notes due 2001, holders will
be able to transfer and exchange definitive registered securities at the
Luxembourg office of the paying and transfer agent, provided that all transfers
and exchanges must be effected in accordance with the terms of the indenture
and, among other things, be recorded in the register maintained by the
registrar. Transfer and/or exchange of the definitive registered securities may
be made at the office of the paying and transfer agent in Luxembourg upon
presentation of the definitive registered security. When the new definitive
registered security is issued it will be available at the same transfer and
paying agent in Luxembourg. TRW may terminate the appointment of a transfer
agent at any time and appoint additional or other transfer agents. Notice of
termination, appointment or any change in the specified office of any transfer
agent will be published in accordance with the indenture and, so long as any of
the outstanding debt or registered debt is listed on the Luxembourg Stock
Exchange and the rules of that stock exchange require, in a newspaper having a
general circulation in Luxembourg, which is expected to be the Luxemburger Wort.

PAYMENTS ON THE SECURITIES

         Payments of any amounts owing in respect of the global securities will
be made through one or more paying agents appointed under the indenture to DTC
as the holder of the global securities. Initially, the paying agent for the
securities will be The Chase Manhattan Bank, as trustee.

         TRW expects that DTC or its nominee, upon receipt of any payment made
in respect of the global securities, will credit its participants' accounts with
those payments in amounts proportionate to their




                                      49

<PAGE>   55

respective interest in the principal amount of the global security as shown on
the records of DTC or its nominee. Payments by participants to owners of
interests held through those participants will be governed by standing customer
instructions and customary practices of the participants. Payments on interest
held through Euroclear or Cedel will be credited to the cash accounts of
Euroclear participants or Cedel participants in accordance with the relevant
system's rules and procedures.

         None of TRW or any paying agent, will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of book-entry interests or for maintaining, supervising or reviewing all records
relating to the book-entry interests or beneficial ownership interests.

INFORMATION CONCERNING DTC, EUROCLEAR AND CEDEL

         DTC, Euroclear and Cedel, as the case may be, have advised TRW that:

         DTC is a limited purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities of its participants and to facilitate the
clearance and settlement of transactions among its participants in those
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC participants include securities brokers and dealers, including
the initial purchasers, banks, trust companies, clearing  corporations and other
organizations, some of whom, and/or their representatives, own DTC. Access
to the DTC book-entry system is also available to indirect participants, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.

         Euroclear and Cedel hold securities for participating organizations and
facilitate the clearance and settlement of securities transactions between their
respective participants through electronic book-entry changes in accounts of
those participants. Euroclear and Cedel provide to their participants, among
other things, services for safekeeping, administration, clearance and settlement
of internationally traded securities and securities lending and borrowing.
Euroclear and Cedel interface with domestic securities markets. Euroclear and
Cedel participants are financial institutions such as underwriters, securities
brokers and dealers, banks, trust companies and other organizations. Indirect
access to Euroclear or Cedel is also available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodian
relationship with a Euroclear or Cedel participant, either directly or
indirectly.

         Subject to compliance with the transfer restrictions applicable to the
securities, cross-market transfers between the participants in DTC, on the one
hand, and Euroclear or Cedel participants, on the other hand, will be effected
through DTC in accordance with DTC's rules on behalf of Euroclear or Cedel, as
the case may be, by its respective depositary; however, cross-market
transactions will require delivery of instructions to Euroclear or Cedel, as the
case may be, by the counterparty in that system in accordance with the rules and
procedures and within the established deadlines, Brussels time, of that system.
Euroclear or Cedel, as the case may be, will, if the transaction meets its
settlement requirements, deliver instructions to its respective depositary to
take action to effect final settlement on its behalf by delivering or receiving
interests in the relevant global securities in DTC, and making or receiving
payment in accordance with normal procedures for same-day funds settlement
applicable to DTC. Euroclear participants and Cedel participants may not deliver
instructions directly to the depositaries for Euroclear or Cedel.

         Because of time zone differences, the securities account of a Euroclear
or Cedel participant purchasing an interest in a global security from a
participant in DTC will be credited, and that crediting will be reported to the
relevant Euroclear or Cedel participant, during the securities settlement
processing day, which must be a business day for Euroclear and Cedel,
immediately following the settlement date of DTC. Cash received in Euroclear or
Cedel as a result of sales of interests in a global security by or through a
Euroclear or Cedel participant to a participant in DTC will be received with
value on the settlement date of DTC but will be available in the relevant
Euroclear or Cedel cash account only as of the business day for Euroclear or
Cedel following DTC's settlement date.



                                      50
<PAGE>   56


         Although DTC, Euroclear and Cedel have agreed to the foregoing
procedures to facilitate transfers of interests in the global securities among
participants in DTC, Euroclear and Cedel, they are under no obligation to
perform or to continue to perform those procedures, and those procedures may be
discontinued at any time. Neither TRW nor the trustee will have any
responsibility for the performance by DTC, Euroclear or Cedel or their
respective participants or indirect participants of their respective obligations
under the rules and procedures governing their operations.

YEAR 2000

         DTC management is aware that some computer applications, systems, and
the like for processing data that are dependent upon calendar dates, including
dates before, on and after January 1, 2000, may encounter "year 2000 problems."
DTC has informed its participants and other members of the financial community
that it has developed and is implementing a program so that its Systems, as they
relate to the timely payment of distributions, including principal and income
payments, to securityholders, book-entry deliveries, and settlement of trades
within DTC, continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which is expected to be
completed within appropriate time frames.

         However, DTC's ability to perform properly its services is also
dependent upon other parties, including but not limited to issuers and their
agents, as well as third party vendors from whom DTC licenses software and
hardware, and third party vendors on whom DTC relies for information or the
provision of services, including telecommunication and electrical utility
service providers, among others. DTC has informed its participants and other
members of the financial community that it is contacting and will continue to
contact third party vendors from whom DTC acquires services to:

         (1)      impress upon them the importance of those services being year
                  2000 compliant; and

         (2)      determine the extent of their efforts for year 2000
                  remediation, and, as appropriate, testing, of their services.

In addition, DTC is in the process of developing the contingency plans it deems
appropriate.

                  UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

         The following discussion summarizes the material United States Federal
income and estate tax consequences of an exchange of the outstanding debt for
registered debt and the ownership and disposition of the registered debt. This
discussion is limited in the following ways:

           -  The discussion only covers holders of registered debt that bought
              the outstanding debt for cash in the initial offering.

           -  The discussion only covers holders that hold the outstanding debt
              and will hold the registered debt as capital assets, that is, for
              investment purposes, and that do not have a special tax status.

           -  The discussion covers the general tax consequences to holders of
              the registered debt. It does not cover tax consequences that
              depend upon a holder's individual tax circumstances.

           -  The discussion is based on current law. Changes in the law may
              change the tax treatment of the registered debt on a prospective
              or retroactive basis.

           -  The discussion does not cover state, local or foreign law.



                                      51
<PAGE>   57

           -  The discussion does not apply to holders owning 10% or more of
              the voting stock of TRW, or corporate holders that are controlled
              foreign corporations with respect to TRW.

         YOU SHOULD CONSULT YOUR OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF
THE EXCHANGE OF THE OUTSTANDING DEBT FOR REGISTERED DEBT AND THE OWNERSHIP AND
DISPOSITION OF THE REGISTERED DEBT IN YOUR SITUATION.

INCOME TAX EFFECTS OF THE EXCHANGE OFFER

         Your exchange of outstanding debt for registered debt will not be a
taxable event for you, and you will not recognize any taxable gain or loss as a
result of this exchange. Accordingly, you would have the same adjusted basis and
holding period in the registered debt as you had in the outstanding debt
immediately before the exchange. Further, the tax consequences of ownership and
disposition of any registered debt by you will be the same as the tax
consequences of ownership and disposition of outstanding debt.

GENERAL

         As used in this prospectus, the term "United States Holder" means a
holder of registered debt that is, for United States Federal income tax
purposes,

           -  a citizen or resident of the United States;

           -  a corporation or other entity taxable as a corporation created or
              organized under United States federal or state law; or

           -  an estate or trust whose world-wide income is subject to United
              States Federal income tax.

         If a partnership holds registered debt, the tax treatment of a partner
will generally depend upon the status of the partner and upon the activities of
the partnership. Partners of partnerships holding registered debt should consult
their tax advisors.

TAX CONSEQUENCES TO UNITED STATES HOLDERS

         INTEREST

           -  If you are a cash method taxpayer, you must report the interest
              in your income when you receive it.

           -  If you are an accrual method taxpayer, you must report the
              interest in your income as it accrues.

         SALE, REDEMPTION OR DISPOSITION OF SECURITIES

         On a sale, redemption, retirement at maturity or other disposition of
registered debt:

           -  You will have taxable gain or loss equal to the difference
              between the tax basis of registered debt and the amount received
              on the sale, exchange, redemption, retirement at maturity or other
              disposition.

           -  Any gain or loss will generally be capital gain or loss, and will
              be long term capital gain or loss if the registered debt was held
              for more than one year.

           -  If you sell the registered debt between interest payment dates, a
              portion of the amount you receive will reflect interest that has
              accrued on the registered debt but has not yet been paid by the
              sale date. That amount is treated as ordinary interest income and
              not as sale proceeds.




                                      52
<PAGE>   58

         INFORMATION REPORTING AND BACKUP WITHHOLDING

         Under the tax rules concerning information reporting to the Internal
Revenue Service:

           -  Assuming you hold your registered debt through a broker or other
              securities intermediary, the intermediary is required to provide
              information to the IRS concerning interest and redemption proceeds
              we pay on registered debt you own, unless an exemption applies.

           -  Similarly, unless an exemption applies, you are required to
              provide the intermediary with a correct Taxpayer Identification
              Number for its use in reporting information to the IRS. If you are
              an individual, this is your social security number. You are also
              required to comply with other IRS requirements concerning
              information reporting.

           -  If you are subject to these requirements but do not comply, the
              intermediary is required to withhold 31% of all amounts payable to
              you on the registered debt, including principal payments. If it
              does withhold payments, you may use the withheld amount as a
              credit against your United States Federal income tax liability.

           -  All United States Holders that are individuals are subject to
              these requirements. Certain United States Holders, including all
              corporations, tax exempt organizations and individual retirement
              accounts, are exempt from these requirements.

TAX CONSEQUENCES TO FOREIGN HOLDERS

         As used in this prospectus, the term Foreign Holder means a holder of
registered debt that is, for United States Federal income tax purposes:

           -  a non-resident alien individual;

           -  a foreign corporation; or

           -  an estate or trust that is not a United States Holder.

         WITHHOLDING TAXES

         If you are a Foreign Holder, payments of principal and interest on the
registered debt generally will not be subject to United States withholding
taxes. However, in order for the exemption from withholding taxes to apply, you
must meet the following requirements:

           -  As the beneficial owner of registered debt, you must provide a
              statement to the effect that you are not a United States Holder.
              This statement is generally made on Internal Revenue Service Form
              W-8.

              You should consult your own tax advisor about the specific method
              to satisfy this requirement. The procedures for satisfying this
              requirement will change on January 1, 2001.

           -  You must not be a bank that is making a loan in the ordinary
              course of its business.

Foreign Holders that do not qualify for exemption from withholding generally
will be subject to United States withholding tax at a rate of 30%, or lower, if
a treaty applies.

         SALE OR REDEMPTION OF REGISTERED DEBT

         If you sell registered debt or if it is redeemed, you will not be
subject to United States Federal income tax on any gain unless either of the
following applies:



                                      53
<PAGE>   59

           -  The gain is connected with a trade or business that you conduct
              in the United States.

           -  You are an individual and are present in the United States for at
              least 183 days during the year in which you dispose of the
              registered debt, and other applicable conditions are satisfied.

         UNITED STATES TRADE OR BUSINESS

         If you hold registered debt in connection with a trade or business that
you are conducting in the United States:

           -  Any interest on the registered debt, and any gain from disposing
              of the registered debt, generally will be subject to income tax as
              if you were a United States Holder.

           -  Any interest and gain will be exempt from United States
              withholding tax as discussed above as long as you submit to us a
              proper form, generally Internal Revenue Service Form 4224, that
              includes the required information. You should consult your own tax
              advisor about how to satisfy this requirement. The procedures
              for satisfying this requirement will change on January 1, 2001.

           -  If you are a corporation, you may be subject to a branch profits
              tax on your earnings that are connected with your United States
              trade or business, including earnings from the registered debt.
              This tax is 30%, but may be reduced or eliminated by an applicable
              income tax treaty.

         ESTATE TAXES

         If you are an individual Foreign Holder, the registered debt will not
be subject to United States estate tax when you die. However, this rule only
applies if, at the time of your death, payments on the registered debt would not
have been connected to a trade or business that you were conducting in the
United States.

         INFORMATION REPORTING AND BACKUP WITHHOLDING

         United States rules concerning information reporting and backup
withholding are described above. Under these rules:

           -  Principal and interest payments received by you automatically
              will be exempt from the usual information reporting and backup
              withholding rules if you provide the tax certifications needed to
              avoid withholding tax on interest, as described above, unless the
              recipient of the applicable form knows that the form is false.
              However, interest payments made to you will be reported to the IRS
              on Form 1042-S.

           -  Sale proceeds you receive on a sale of your registered debt
              through a broker may be subject to these rules if you are not
              eligible for an exemption. In particular, information reporting
              and backup withholding may apply if you use the United States
              office of a broker, and information reporting, but not backup
              withholding, may apply if you use the foreign office of a broker
              if the broker has the types of connections to the United States
              that would require information reporting. You should consult your
              tax advisor concerning information reporting and backup
              withholding on a sale.



                                      54
<PAGE>   60


                              PLAN OF DISTRIBUTION

         Based on existing interpretations of the Securities Act by the SEC's
staff as set forth in several no-action letters to third parties, and subject to
the immediately following sentence, TRW believes that the registered debt issued
in the exchange offer may be offered for resale, resold and otherwise
transferred by the holders thereof, other than holders who are broker-dealers,
without further compliance with the registration and prospectus delivery
provisions of the Securities Act. However, any purchaser of outstanding debt who
is an affiliate of TRW or who intends to participate in the exchange offer for
the purpose of distributing the registered debt, or any broker-dealer who
purchased the outstanding debt from TRW to resell pursuant to Rule 144A or any
other available exemption under the Securities Act,


           -  will not be able to rely on the interpretations of the SEC's staff
              set forth in the above-mentioned no-action letters,

           -  will not be entitled to tender its outstanding debt in the
              exchange offer, and

           -  must comply with the registration and prospectus delivery
              requirements of the Securities Act in connection with any sale or
              transfer of the outstanding debt,

unless the sale or transfer is made pursuant to an exemption from those
requirements. TRW does not intend to seek its own no-action letter, and there
can be no assurance that the SEC's staff would make a no-action letters to
third parties.

         Each holder of the outstanding debt who wishes to exchange the
outstanding debt for registered debt in the exchange offer is required to
represent that:

           -  it is not an affiliate of TRW;

           -  the registered debt to be received by it is being acquired in the
              ordinary course of its business;

           -  at the time of the exchange offer, it has no arrangement or
              understanding with any person to participate in a "distribution,"
              within the meaning of the Securities Act, of the registered debt;
              and

           -  if the holder is not a broker-dealer, it is not engaged in, and
              does not intend to engage in, a "distribution," within the meaning
              of the Securities Act, of the registered debt.

         Each broker-dealer that receives registered debt for its own account in
exchange for outstanding debt acquired as a result of market-making or other
trading activities must acknowledge that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of that
registered debt. For a period of 90 days after the expiration date of the
exchange offer, this prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of that
registered debt. During that 90-day period, we have agreed that we will make
this prospectus available to any broker-dealer for use in connection with those
resales, provided that the broker-dealer indicates in the letter of transmittal
that it is a broker-dealer. Each broker-dealer agrees that it will suspend use
of this prospectus upon notice from TRW of the occurrence of an event which
makes any statement in this prospectus untrue in any material respect or which
requires the making of any changes in this prospectus in order to make the
statements in this prospectus not misleading until TRW has amended or
supplemented the prospectus so that it does not contain any untrue statements or
omissions of material facts. If TRW gives that notice to broker-dealers, TRW
will extend the 90-day period referred to above by the number of days during the
period from and including the date TRW gives the notice to and including the
date when broker-dealers will receive copies of the supplement or amended
prospectus.




                                      55
<PAGE>   61


         We will not receive any proceeds from any sale of registered debt by
broker-dealers. Registered debt received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the registered debt or a combination of those methods
of resale, at market prices prevailing at the time of resale, at prices related
to prevailing market prices or negotiated prices. Those resales may be made
directly to purchasers or to or through broker-dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of the registered debt. Any broker-dealer
that resells registered debt that was received by it for its own account
pursuant to the exchange offer and any person that participates in the
distribution of that registered debt may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any resale of registered
debt and any commissions or concessions received by those persons may be deemed
to be underwriting compensation under the Securities Act. The letter of
transmittal states that a broker-dealer, by acknowledging that it will deliver
and by delivering a prospectus, will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.


         TRW will indemnify the holders of the outstanding debt, including any
broker-dealers, against certain liabilities, including liabilities under the
Securities Act.


                             VALIDITY OF SECURITIES


         William B. Lawrence, Executive Vice President, General Counsel and
Secretary of TRW, will issue an opinion about the validity of the registered
debt.



                                     EXPERTS

         Ernst & Young LLP, independent auditors, have audited TRW's
consolidated financial statements included in Amendment No. 1 to TRW's Annual
Report on Form 10-K for the year ended December 31, 1998, as set forth in their
report, which is incorporated by reference in this prospectus. TRW's
consolidated financial statements are incorporated into this prospectus by
reference in reliance on Ernst & Young LLP's report, given upon their authority
as experts in accounting and auditing.


         The consolidated financial statements of LucasVarity as of January 31,
1999 and 1998, and for each of the years in the two-year period ended January
31, 1999, have been incorporated by reference into this prospectus in reliance
upon the report of KPMG Audit Plc, independent auditors, upon the authority of
said firm as experts in accounting and auditing.

         The consolidated financial statements of LucasVarity for the six month
period ended January 31, 1997 have been incorporated by reference into this
prospectus in reliance upon the joint report of KPMG Audit Plc and Ernst &
Young, independent auditors, upon the authority of such firms as experts in
accounting and auditing.

         Ernst & Young, independent auditors, have audited LucasVarity's
consolidated financial statements for the year ended July 31, 1996 appearing in
TRW's Current Report (Form 8-K/A) dated May 17, 1999, as set forth in their
report which is incorporated by reference in this prospectus. Those consolidated
financial statements are incorporated into this prospectus by reference in
reliance on Ernst & Young's report, given upon their authority as experts in
accounting and auditing.


                              INDEPENDENT APPRAISAL

         Certain LucasVarity assets were appraised by American Appraisal
Associates, Inc. These assets included inventories, fixed assets, identifiable
intangibles and in-process research and development projects and have been
included in TRW's unaudited consolidated balance sheet based on their
preliminary appraised values.




                                      56
<PAGE>   62


                         LISTING AND GENERAL INFORMATION

         Except for the Notes due 2001, the outstanding debt is listed on the
Luxembourg Stock Exchange. We have applied to list the registered debt, except
for the Exchange Notes due 2001, on the Luxembourg Stock Exchange in accordance
with the rules and regulations of that exchange. Our Articles of Incorporation
and Regulations, and a legal notice, Notice Legale, relating to the issuance of
the outstanding debt was deposited with the Chief Registrar of the District
Court of Luxembourg, Greffier en Chef du Tribunal d'Arrondissement de et a
Luxembourg, where you may examine these documents and obtain copies upon
request.


         All notices relating to the exchange offer will be published in
accordance with the notice provisions of the indenture. So long as any of the
outstanding debt is listed on the Luxembourg Stock Exchange and the rules of
that stock exchange require, prior to the commencement of the exchange offer,
notice of the exchange offer will be given to the Luxembourg Stock Exchange and
will be published in a newspaper having a general circulation in Luxembourg,
which is expected to be the Luxemburger Wort. That notice will, among other
things, provide details of the conditions to the exchange offer and the
commencement and expected completion dates of the exchange offer. So long as any
of the outstanding debt is listed on the Luxembourg Stock Exchange and the rules
of that stock exchange require, notice of the results of the exchange offer will
be given to the Luxembourg Stock Exchange and will be published in a newspaper
having a general circulation in Luxembourg, which is expected to be the
Luxemburger Wort, in each case, as promptly as practicable following the
completion of the exchange offer. Similar notice will also be provided in
connection with the payment of additional interest and the declaration of the
effective date of interest rates.

         All documents prepared in connection with the exchange offer will be
available at the office of the special agent in Luxembourg and all necessary
actions and services in respect of the exchange offer may be done at the office
of the special agent in Luxembourg. The special agent appointed for these
purposes is Bankers Trust Luxembourg, 14, Boulevard F.D. Roosevelt, L-2450
Luxembourg.

         Copies of the indenture, our Articles of Incorporation and our annual,
quarterly and current reports will be available for inspection at the office of
Bankers Trust Luxembourg in Luxembourg as long as any of the Notes Due 2002,
Exchange Notes Due 2002, Notes Due 2004, Exchange Notes Due 2004, Notes Due
2009, Exchange Notes Due 2009, Debentures Due 2029 or Exchange Debentures Due
2029 are outstanding. Our annual reports will contain audited consolidated
financial statements, and our quarterly reports will contain unaudited
consolidated financial statements. Bankers Trust Luxembourg will act as
intermediary between us and holders of the listed securities. In addition, you
may obtain free copies of these reports at Bankers Trust Luxembourg's office at
the above address.

         The registered debt, other than the Exchange Notes due 2001, have been
accepted for clearance through Euroclear and Cedel. The CUSIP numbers, the
International Security Identification Number, or ISIN, and the Euroclear common
code number assigned to each series of the listed registered debt is as follows:
<TABLE>
<CAPTION>
                                          EXCHANGE            EXCHANGE                 EXCHANGE                EXCHANGE
                                            NOTES               NOTES                    NOTES                DEBENTURES
                                          DUE 2002            DUE 2004                 DUE 2009                DUE 2029
                                          --------            --------                 --------                --------
<S>                                   <C>                 <C>                      <C>                     <C>
CUSIP number                            872649 BE 7          872649 BF 4                872649 BG 2           872649 BH 0
ISIN                                    US82649BE77         US872649BF43               US872649BG26          US872649BH09
Common Code                               010236070            010236126                  010236142             010236169
</TABLE>

         The CUSIP number for the Exchange Notes due 2001 issued in the exchange
offer is 872649 BD 9. The ISIN for the Exchange Notes due 2001 issued in the
exchange offer is US872649BD94.
                                       57
<PAGE>   63


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Generally, a director of an Ohio corporation will not be found to have
violated his fiduciary duties unless there is proof by clear and convincing
evidence that the director has not acted in good faith, in a manner he
reasonably believes to be in or not opposed to the best interests of the
corporation, or with the care that an ordinarily prudent person in a like
position would use under similar circumstances. In general, a director is liable
for monetary damages for any action or omission as a director only if it is
proved by clear and convincing evidence that such act or omission was undertaken
either with deliberate intent to cause injury to the corporation or with
reckless disregard for the best interests of the corporation.

         Under Ohio law, a corporation must indemnify its directors, as well as
its officers, employees and agents, against expenses where any such person is
successful on the merits or otherwise in defense of an action, suit or
proceeding. A corporation may indemnify such persons in actions, suits and
proceedings (including derivative suits) if the individual has acted in good
faith and in a manner that he believes to be in or not opposed to the best
interests of the corporation. In the case of a criminal proceeding, the
individual must also have no reasonable cause to believe that his conduct was
unlawful. Indemnification may be made only if ordered by a court or if
authorized in a specific case upon a determination that the applicable standard
of conduct has been met. Such a determination may be made by a majority of
disinterested directors, by independent legal counsel or by the shareholders. In
order to obtain reimbursement for expenses in advance of the final disposition
of any action, the individual must provide an undertaking to repay the amount if
it is ultimately determined that he is not entitled to be indemnified.

         In general, Ohio law requires that all expenses, including attorneys
fees, incurred by a director in defending any action, suit or proceeding be paid
by the corporation as they are incurred in advance of final disposition if the
director agrees to repay such amounts if it is proved by clear and convincing
evidence that his action or omission was undertaken with deliberate intent to
cause injury to the corporation or with reckless disregard for the best
interests of the corporation and if the director reasonably cooperates with the
corporation concerning the action, suit or proceeding. TRW's Regulations provide
for indemnification that is coextensive with that permitted under Ohio law.

         In addition, TRW maintains insurance indemnifying Directors and
officers in certain cases and with certain deductible limitations. Reference is
also made to the forms of Registration Rights Agreements incorporated herein by
reference as Exhibits 4(m) and 4(n) to the Registration Statement for provisions
regarding indemnification of TRW, officers, directors and controlling persons
against certain liabilities.

ITEM 21. EXHIBITS.

EXHIBIT
NUMBER                                   DESCRIPTION
- ------                                   -----------

4(a)*             Indenture between TRW and The Chase Manhattan Bank (National
                  Association), as successor Trustee, dated as of May 1, 1986
                  (incorporated by reference to Exhibit 2 to TRW Inc.'s Form 8-A
                  Registration Statement dated July 3, 1986, File No. 1-2384)

4(b)*             First Supplemental Indenture between TRW and The Chase
                  Manhattan Bank (National Association), as successor Trustee,
                  dated as of August 24, 1989 (incorporated by reference to
                  Exhibit 4(b) to TRW Inc.'s Form S-3 Registration Statement,
                  File No. 33-30350)

4(c)*             Second Supplemental Indenture between TRW and The Chase
                  Manhattan Bank, as successor Trustee, dated as of June 2, 1999

4(d)*             Third Supplemental Indenture between TRW and The Chase
                  Manhattan Bank, as successor Trustee, dated as of June 2, 1999

                                      II-1
<PAGE>   64

4(e)*             Fourth Supplemental Indenture between TRW and The Chase
                  Manhattan Bank, as successor Trustee, dated as of June 2, 1999

4(f)*             Fifth Supplemental Indenture between TRW and The Chase
                  Manhattan Bank, as successor Trustee, dated as of June 2, 1999

4(g)*             Sixth Supplemental Indenture between TRW and The Chase
                  Manhattan Bank, as successor Trustee, dated as of June 23,
                  1999

4(h)*             Form of Exchange Note due 2001 (included in Exhibit 4(g))

4(i)*             Form of Exchange Note Due 2002 (included in Exhibit 4(c))

4(j)*             Form of Exchange Note Due 2004 (included in Exhibit 4(d))

4(k)*             Form of Exchange Note Due 2009 (included in Exhibit 4(e))

4(l)*             Form of Exchange Debenture Due 2029 (included in Exhibit 4(f))

4(m)*             Registration Rights Agreement, dated May 26, 1999, among TRW
                  and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities
                  Inc. and Salomon Smith Barney Inc., as representatives of the
                  initial purchasers

4(n)*             Registration Rights Agreement, dated June 23, 1999, between
                  TRW and Goldman, Sachs & Co., as representative of the initial
                  purchasers

5*                Opinion of William B. Lawrence, Esq. as to the validity of the
                  securities being registered


12                Statement Regarding Computation of Ratio of Earnings to Fixed
                  Charges (incorporated by reference to Exhibit 99 to TRW Inc.'s
                  Quarterly Report on Form 10-Q for the Quarter Ended September
                  30, 1999, File No. 1-2384)

23(a)             Consent of Ernst & Young LLP

23(b)             Consent of KPMG Audit Plc

23(c)             Consent of Ernst & Young and KPMG Audit Plc

23(d)             Consent of Ernst & Young


23(e)*            Consent of William B. Lawrence, Esq. (included in his opinion
                  filed as Exhibit 5)

23(f)             Consent of American Appraisal Associates, Inc.


24*               Powers of Attorney of certain Directors and officers of TRW
                  Inc.

25*               Statement of Eligibility and Qualification on Form T-1 of The
                  Chase Manhattan Bank to act as Trustee under the Indenture, as
                  supplemented


99(a)             Form of Letter of Transmittal

99(b)             Form of Notice of Guaranteed Delivery

99(c)             Form of Tender Instructions

99(d)             Guidelines for Certification of Taxpayer Identification Number
                  on Substitute Form W-9.



- ------------------
* previously filed

                                      II-2

<PAGE>   65

ITEM 22. UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in the volume of securities offered (if the total
                  dollar value of securities offered would not exceed that which
                  was registered) and any deviation from the low or high end of
                  the estimated maximum offering range may be reflected in the
                  form of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement; provided, however,
                  that paragraphs (1)(i) and (1)(ii) do not apply if the
                  information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed by the registrant pursuant to Section 13 or Section
                  15(d) of the Securities Exchange Act of 1934 that are
                  incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.


         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the


                                      II-3

<PAGE>   66

question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

         (d) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

         (e) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                      II-4
<PAGE>   67


                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 3 to the Registration Statement on
Form S-4 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lyndhurst, State of Ohio, on the 12th day of
November, 1999.


                                    TRW INC.

                                    By:      /s/ WILLIAM B. LAWRENCE
                                             William B. Lawrence
                                             Executive Vice President,
                                             General Counsel and Secretary


         Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 3 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:



<TABLE>
<CAPTION>
       SIGNATURE                                      TITLE                                             DATE
       ---------                                      -----                                             ----

<S>                                 <C>                                                          <C>
              *                     Chairman of the Board,                                       November 12, 1999
- ------------------------------
        J. T. Gorman                Chief Executive Officer and
                                    Director

              *                     Executive Vice President                                     November 12, 1999
- ------------------------------
        C. G. Miller                and Chief Financial Officer

              *                     Vice President and Controller                                November 12, 1999
- ------------------------------
       T. A. Connell

              *                     Director                                                     November 12, 1999
- ------------------------------
       M. H. Armacost

              *                     Director                                                     November 12, 1999
- ------------------------------
        M. Feldstein

              *                     Director                                                     November 12, 1999
- ------------------------------
         R. M. Gates

              *                     Director                                                     November 12, 1999
- ------------------------------
       G. H. Heilmeier

              *                     Director                                                     November 12, 1999
- ------------------------------
         K. N. Horn

              *                     Director                                                     November 12, 1999
- ------------------------------
         E. B. Jones

              *                     Director                                                     November 12, 1999
- ------------------------------
        W. S. Kiser

              *                     Director                                                     November 12, 1999
- ------------------------------
         D. B. Lewis

              *                     Director                                                     November 12, 1999
- ------------------------------
        L. M. Martin
</TABLE>


                                      II-5

<PAGE>   68


<TABLE>
<S>                                 <C>                                                          <C>

              *                     Director                                                     November 12, 1999
- ------------------------------
         R. W. Pogue
</TABLE>

         William B. Lawrence, by signing his name hereto, does hereby sign and
execute this Amendment No. 3 to the Registration Statement on behalf of those
officers and Directors of TRW Inc. indicated above by asterisks pursuant to
powers of attorney executed by such officers and Directors and filed with the
Securities and Exchange Commission as an exhibit to this Registration Statement.

*By      /s/ WILLIAM B. LAWRENCE            November 12, 1999
         William B. Lawrence
         Attorney-in-Fact


                                      II-6
<PAGE>   69


                                  EXHIBIT INDEX

EXHIBIT
NUMBER                                  DESCRIPTION
- ------                                  -----------

4(a)*             Indenture between TRW and The Chase Manhattan Bank (National
                  Association), as successor Trustee, dated as of May 1, 1986
                  (incorporated by reference to Exhibit 2 to TRW Inc.'s Form 8-A
                  Registration Statement dated July 3, 1986, File No. 1-2384)

4(b)*             First Supplemental Indenture between TRW and The Chase
                  Manhattan Bank (National Association), as successor Trustee,
                  dated as of August 24, 1989 (incorporated by reference to
                  Exhibit 4(b) to TRW Inc.'s Form S-3 Registration Statement,
                  File No. 33-30350)

4(c)*             Second Supplemental Indenture between TRW and The Chase
                  Manhattan Bank, as successor Trustee, dated as of June 2, 1999

4(d)*             Third Supplemental Indenture between TRW and The Chase
                  Manhattan Bank, as successor Trustee, dated as of June 2, 1999

4(e)*             Fourth Supplemental Indenture between TRW and The Chase
                  Manhattan Bank, as successor Trustee, dated as of June 2, 1999

4(f)*             Fifth Supplemental Indenture between TRW and The Chase
                  Manhattan Bank, as successor Trustee, dated as of June 2, 1999

4(g)*             Sixth Supplemental Indenture between TRW and The Chase
                  Manhattan Bank, as successor Trustee, dated as of June 23,
                  1999

4(h)*             Form of Exchange Note due 2001 (included in Exhibit 4(g))

4(i)*             Form of Exchange Note Due 2002 (included in Exhibit 4(c))

4(j)*             Form of Exchange Note Due 2004 (included in Exhibit 4(d))

4(k)*             Form of Exchange Note Due 2009 (included in Exhibit 4(e))

4(l)*             Form of Exchange Debenture Due 2029 (included in Exhibit 4(f))

4(m)*             Registration Rights Agreement, dated May 26, 1999, among TRW
                  and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities
                  Inc. and Salomon Smith Barney Inc., as representatives of the
                  initial purchasers

4(n)*             Registration Rights Agreement, dated June 23, 1999, between
                  TRW and Goldman, Sachs & Co., as representative of the initial
                  purchasers


5*                Opinion of William B. Lawrence, Esq. as to the validity of the
                  securities being registered

12                Statement Regarding Computation of Ratio of Earnings to Fixed
                  Charges (incorporated by reference to Exhibit 99 to TRW Inc.'s
                  Quarterly Report on Form 10-Q for the Quarter Ended September
                  30, 1999, File No. 1-2384)

23(a)             Consent of Ernst & Young LLP

23(b)             Consent of KPMG Audit Plc

23(c)             Consent of Ernst & Young and KPMG Audit Plc

23(d)             Consent of Ernst & Young


                                      II-7
<PAGE>   70


23(e)*            Consent of William B. Lawrence, Esq. (included in his opinion
                  filed as Exhibit 5)

23(f)             Consent of American Appraisal Associates, Inc.


24*               Powers of Attorney of certain Directors and officers of TRW
                  Inc.

25*               Statement of Eligibility and Qualification on Form T-1 of The
                  Chase Manhattan Bank to act as Trustee under the Indenture, as
                  supplemented


99(a)             Form of Letter of Transmittal

99(b)             Form of Notice of Guaranteed Delivery

99(c)             Form of Tender Instructions

99(d)             Guidelines for Certification of Taxpayer Identification
                  Number on Substitute Form W-9



- ----------------
*  previously filed


                                      II-8


<PAGE>   1
                                                                   EXHIBIT 23(a)



                        CONSENT OF INDEPENDENT AUDITORS


     We consent to the reference to our firm under the captions "Experts" and
"Summary -- Selected Financial Data -- TRW Inc." in the Registration Statement
on Form S-4 and related Prospectus of TRW Inc. for the registration of
$425,000,000 aggregate principal amount of its 6.45% Exchange Notes due 2001,
$400,000,000 aggregate principal amount of its 6 1/2% Exchange Notes Due 2002,
$700,000,000 aggregate principal amount of its 6 5/8% Exchange Notes Due 2004,
$750,000,000 aggregate principal amount of its 7 1/8% Exchange Notes Due 2009
and $550,000,000 aggregate principal amount of its 7 3/4% Exchange Debentures
Due 2029, and to the incorporation by reference therein of our report dated
January 19, 1999 (except for the Operating Segments Note, as to which the date
is November 10, 1999) with respect to the consolidated financial statements of
TRW Inc. included in Amendment No. 1 to its Annual Report on Form 10-K for the
year ended December 31, 1998, filed with the Securities and Exchange Commission.



                                                   /s/ ERNST & YOUNG LLP
                                                   ERNST & YOUNG LLP



Cleveland, Ohio
November 12, 1999


<PAGE>   1
                                                                   EXHIBIT 23(b)



                        CONSENT OF INDEPENDENT AUDITORS



     We consent to the reference to our Firm under the caption "Experts" in the
Registration Statement on Form S-4 and related Prospectus of TRW Inc. for the
registration of $425,000,000 aggregate principal amount of 6.45% Exchange Notes
due 2001, $400,000,000 aggregate principal amount of 6 1/2% Exchange Notes Due
2002, $700,000,000 aggregate principal amount of 6 5/8% Exchange Notes Due 2004,
$750,000,000 aggregate principal amount of 7 1/8% Exchange Notes Due 2009 and
$550,000,000 aggregate principal amount of 7 3/4% Exchange Debentures Due 2029,
and to the incorporation by reference therein of our report dated 24 March 1999,
with respect to the consolidated balance sheets of LucasVarity plc and its
subsidiaries as of January 31, 1999 and 1998, and related consolidated
statements of income, total recognised gains and losses, changes in
shareholders' equity and cash flows for each of the years in the two-year period
ended January 31, 1999 and related schedule, which report appears in the Form
8-K/A of TRW Inc. dated May 17, 1999.

                                                         /s/ KPMG AUDIT PLC
                                                         KPMG AUDIT PLC



London, England
12 November 1999



<PAGE>   1

                                                                   EXHIBIT 23(c)




                         CONSENT OF INDEPENDENT AUDITORS




         We consent to the reference to our firms under the captions "Experts"
and "Summary -- Selected Financial Data--Lucas Varity plc." in Amendment No. 3
to the Registration Statement on Form S-4 and related Prospectus of TRW Inc. for
the registration of $425,000,000 aggregate principal amount of its 6.45%
Exchange Notes due 2001, $400,000,000 aggregate principal amount of its 6 1/2%
Exchange Notes Due 2002, $700,000,000 aggregate principal amount of its 6 5/8%
Exchange Notes Due 2004, $750,000,000 aggregate principal amount of its 7 1/8%
Exchange Notes Due 2009 and $550,000,000 aggregate principal amount of its 7
3/4% Exchange Debentures Due 2029, and to the incorporation by reference therein
of our report dated April 15, 1997, except for Note 2--Accounting Policies,
Prior period financial information, as to which the date is May 14, 1999, with
respect to the consolidated statements of income, total recognised gains and
losses, changes in shareholders' equity and cash flows and related schedule of
LucasVarity plc and its subsidiaries for the six months ended January 31, 1997,
which report appears in the Form 8-K/A of TRW Inc. dated May 17, 1999.


         /s/ ERNST & YOUNG                             /s/  KPMG AUDIT PLC
         ERNST & YOUNG                                 KPMG AUDIT PLC



London, England
12 November 1999

<PAGE>   1
                                                                   EXHIBIT 23(d)



                         CONSENT OF INDEPENDENT AUDITORS


         We consent to the reference to our firm under the captions "Experts"
and "Summary -- Selected Financial Data -- LucasVarity plc" in Amendment No. 3
to the Registration Statement (Form S-4) and the related Prospectus of TRW Inc.
for the registration of $425,000,000 aggregate principal amount of its 6.45%
Exchange Notes due 2001, $400,000,000 aggregate principal amount of its 6 1/2%
Exchange Notes Due 2002, $700,000,000 aggregate principal amount of its 6 5/8%
Exchange Notes Due 2004, $750,000,000 aggregate principal amount of its 7 1/8%
Exchange Notes Due 2009 and $550,000,000 aggregate principal amount of its 7
3/4% Exchange Debentures Due 2029, and to the incorporation by reference therein
of our report dated October 8, 1996, except for Note 2--Accounting Policies,
Prior period financial information, as to which the date is May 14, 1999, with
respect to the consolidated financial statements and schedule of LucasVarity plc
for the year ended July 31, 1996, included in the current report on Form 8-K/A
of TRW Inc. dated May 17, 1999.



                                                 /s/ ERNST & YOUNG
                                                 ERNST & YOUNG



London, England
12 November 1999




<PAGE>   1
                                                                   EXHIBIT 23(f)



                        CONSENT OF INDEPENDENT APPRAISER



         We consent to the references made to us and/or our appraisal under the
caption "Independent Appraiser" in the Registration Statement on Form S-4 and
related Prospectus of TRW Inc. for the registration of $425,000,000 aggregate
principal amount of 6.45% Exchange Notes due 2001, $400,000,000 aggregate
principal amount of 6 1/2% Exchange Notes Due 2002, $700,000,000 aggregate
principal amount of 6 5/8% Exchange Notes Due 2004, $750,000,000 aggregate
principal amount of 7 1/8% Exchange Notes Due 2009 and $550,000,000 aggregate
principal amount of 7 3/4% Exchange Debentures Due 2029. In giving this consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission.




                                            AMERICAN APPRAISAL ASSOCIATES, INC.



                                            By  /s/ Ronald M. Goergen
                                               --------------------------------
                                               Ronald M. Goergen
                                               President


Milwaukee, Wisconsin
November 12, 1999





<PAGE>   1

                                                                   EXHIBIT 99(a)
                              LETTER OF TRANSMITTAL

                                    TRW INC.

                              OFFER TO EXCHANGE ITS
                         6.45% EXCHANGE NOTES DUE 2001,
                         6 1/2% EXCHANGE NOTES DUE 2002,
                         6 5/8% EXCHANGE NOTES DUE 2004,
                       7 1/8% EXCHANGE NOTES DUE 2009 AND
                           7 3/4% DEBENTURES DUE 2029
               WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT

                                       FOR

                         ANY AND ALL OF ITS OUTSTANDING
                              6.45% NOTES DUE 2001,
                             6 1/2% NOTES DUE 2002,
                             6 5/8% NOTES DUE 2004,
                            7 1/8% NOTES DUE 2009 AND
                           7 3/4% DEBENTURES DUE 2029
             THAT WERE ISSUED AND SOLD IN A TRANSACTION EXEMPT FROM
            REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED



               PURSUANT TO THE PROSPECTUS DATED NOVEMBER 16, 1999

- --------------------------------------------------------------------------------
          THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON, DECEMBER 14, 1999, UNLESS THE OFFER IS EXTENDED. TENDERS
MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------







                  THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

                            THE CHASE MANHATTAN BANK


<TABLE>
<CAPTION>

<S>                                      <C>                                    <C>
   By Registered or Certified Mail:           Facsimile Transmissions:             By Hand or Overnight Delivery:

       The Chase Manhattan Bank           (For Eligible Institutions Only)           The Chase Manhattan Bank
           55 Water Street                         (212) 638-7375                         55 Water Street
       Room 234, North Building                                                      Room 234, North Building
       New York, New York 10041                 Confirm by Telephone:                New York, New York 10041
      Attention: Carlos Esteves             Carlos Esteves (212) 638-0828            Attention: Carlos Esteves
</TABLE>


         DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

         THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.

         Capitalized terms used but not defined herein shall have the same
meaning given them in the Prospectus (as defined below).

         This Letter of Transmittal is to be completed either if (a)
certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth under "The
Exchange Offer--Procedures for Tendering Outstanding Debt" in the Prospectus and
an Agent's Message (as defined below) is not delivered. Certificates, or
book-entry confirmation of a book-entry
<PAGE>   2

transfer of such Outstanding Debt into the Exchange Agent's account at The
Depository Trust Company ("DTC"), as well as this Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth
herein on or prior to the Expiration Date. Tenders by book-entry transfer also
may be made by delivering an Agent's Message in lieu of this Letter of
Transmittal. The term "book-entry confirmation" means a confirmation of a
book-entry transfer of Outstanding Debt into the Exchange Agent's account at
DTC. The term "Agent's Message" means a message, transmitted by DTC to and
received by the Exchange Agent and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgment from the tendering
participant, which acknowledgment states that such participant has received and
agrees to be bound by this Letter of Transmittal and that TRW Inc., an Ohio
corporation (the "Company") may enforce this Letter of Transmittal against such
participant.

         Holders (as defined below) of Outstanding Debt whose certificates (the
"Certificates") for such Outstanding Debt are not immediately available or who
cannot deliver their Certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date (as defined in the Prospectus)
or who cannot complete the procedures for book-entry transfer on a timely basis,
must tender their Outstanding Debt according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Procedures for Tendering
Outstanding Debt" in the Prospectus.

         DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

                     NOTE: SIGNATURES MUST BE PROVIDED BELOW
               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

ALL TENDERING HOLDERS COMPLETE THIS BOX:

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------
                                         DESCRIPTION OF THE OUTSTANDING DEBT
- -------------------------------------------------------------------------------------------------------------------
                                                                                                        PRINCIPAL
                                                                                                        AMOUNT OF
                                                                                        AGGREGATE      OUTSTANDING
    IF BLANK, PLEASE PRINT NAME AND                                                     PRINCIPAL         DEBT
    ADDRESS OF REGISTERED HOLDER(S)                                   CERTIFICATE      OUTSTANDING    (IF LESS THAN
 (ATTACH ADDITIONAL LIST IF NECESSARY)              SERIES             NUMBER(S)*          DEBT           ALL)**
- -------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                   <C>               <C>             <C>
                                             6.45% NOTES DUE 2001
                                             ----------------------------------------------------------------------
                                             6 1/2% NOTES DUE 2002
                                             ----------------------------------------------------------------------
                                             6 5/8% NOTES DUE 2004
                                             ----------------------------------------------------------------------
                                             7 1/8% NOTES DUE 2009
                                             ----------------------------------------------------------------------
                                             7 3/4% DEBENTURES DUE
                                                     2029


- -------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry Holders.
** Outstanding Debt may be tendered in whole or in part in multiples of $1,000.  All Outstanding Debt held
shall be deemed tendered unless a lesser number is specified in this column. See Instruction 4.
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       2














<PAGE>   3
- --------------------------------------------------------------------------------
            (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

[ ] CHECK HERE IF TENDERED OUTSTANDING DEBT IS BEING DELIVERED BY BOOK-ENTRY
    TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
    COMPLETE THE FOLLOWING:

    Name of Tendering Institution_____________________________________________

    DTC Account Number ________________  Transaction Code Number _____________


[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
    TENDERED OUTSTANDING DEBT IS BEING DELIVERED PURSUANT TO A NOTICE OF
    GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
    FOLLOWING (SEE INSTRUCTION 1):

    Name(s) of Registered Holder(s)___________________________________________

    Window Ticket Number (if any)_____________________________________________

    Date of Execution of Notice of Guaranteed Delivery________________________

    Name of Institution which Guaranteed Delivery_____________________________

    If Guaranteed Delivery is to be made by Book-Entry Transfer:

    Name of Tendering Institution_____________________________________________

    DTC Account Number _______________ Transaction Code Number________________

[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING
    DEBT IS TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED THE OUTSTANDING DEBT FOR
    ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND
    WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
    AMENDMENTS OR SUPPLEMENTS THERETO.

    Name:_____________________________________________________________________

    Address:__________________________________________________________________

- --------------------------------------------------------------------------------

                                       3
<PAGE>   4


Ladies and Gentlemen:


     The undersigned hereby tenders to TRW Inc., an Ohio corporation (the
"Company"), the above described principal amount of the Company's 6.45% Notes
due 2001, 6 1/2% Notes Due 2002, 6 5/8% Notes Due 2004, 7 1/8% Notes Due 2009
and/or 7 3/4% Debentures Due 2029 (the "Outstanding Debt") in exchange for an
equivalent amount of the Company's 6.45% Exchange Notes due 2001, 6 1/2%
Exchange Notes Due 2002, 6 5/8% Exchange Notes Due 2004, 7 1/8% Exchange Notes
Due 2009 and 7 3/4% Exchange Debentures Due 2029 (the "Registered Debt"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), upon the terms and subject to the conditions set forth in the
Prospectus dated, November 16, 1999 (as the same may be amended or supplemented
from time to time, the "Prospectus"), receipt of which is hereby acknowledged,
and in this Letter of Transmittal (which, together with the Prospectus,
constitute the "Exchange Offer").


     Subject to and effective upon the acceptance for exchange of all or any
portion of the Outstanding Debt tendered herewith in accordance with the terms
and conditions of the Exchange Offer (including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to such Outstanding
Debt as is being tendered herewith. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent is also acting as agent of the
Company in connection with the Exchange Offer) with respect to the tendered
Outstanding Debt, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) subject only to the
right of withdrawal described in the Prospectus, to (i) deliver Certificates for
Outstanding Debt to the Company together with all accompanying evidences of
transfer and authenticity to, or upon the order of, the Company, upon receipt by
the Exchange Agent, as the undersigned's agent, of the Registered Debt to be
issued in exchange for such Outstanding Debt, (ii) present Certificates for such
Outstanding Debt for transfer, and to transfer the Outstanding Debt on the books
of the Company, and (iii) receive for the account of the Company all benefits
and otherwise exercise all rights of beneficial ownership of such Outstanding
Debt, all in accordance with the terms and conditions of the Exchange Offer.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, sell, assign and transfer the
Outstanding Debt tendered hereby and that, when the same is accepted for
exchange, the Company will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances,
and that the Outstanding Debt tendered hereby is not subject to any adverse
claims or proxies. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company or the Exchange Agent to be necessary
or desirable to complete the exchange, assignment and transfer of the
Outstanding Debt tendered hereby, and the undersigned will comply with its
obligations under the Registration Rights Agreement. The undersigned has read
and agrees to all of the terms of the Exchange Offer.

     The name(s) and address(es) of the registered Holder(s) of the Outstanding
Debt tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Outstanding Debt.
The Certificate number(s) and the Outstanding Debt that the undersigned wishes
to tender should be indicated in the appropriate boxes above.

     If any tendered Outstanding Debt is not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more Outstanding Debt
than are tendered or accepted for exchange, Certificates for such nonexchanged
or nontendered Outstanding Debt will be returned (or, in the case of Outstanding
Debt tendered by book-entry transfer, such Outstanding Debt will be credited to
an account maintained at DTC), without expense to the tendering Holder, promptly
following the expiration or termination of the Exchange Offer.

     The undersigned understands that tenders of Outstanding Debt pursuant to
any one of the procedures described in "The Exchange Offer--Procedures for
Tendering Outstanding Debt" in the Prospectus and in the instructions attached
hereto will, upon the Company's acceptance for exchange of such tendered
Outstanding Debt, constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Exchange Offer. The
undersigned

                                       4
<PAGE>   5
recognizes that, under certain circumstances set forth in the Prospectus, the
Company may not be required to accept for exchange any of the Outstanding Debt
tendered hereby.

     Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Registered Debt be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Outstanding Debt, that such Registered Debt be credited to the
account indicated above maintained at DTC. If applicable, substitute
Certificates representing Outstanding Debt not exchanged or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of Outstanding Debt, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please deliver Registered Debt to the undersigned at the address
shown below the undersigned's signature.

     By tendering Outstanding Debt and executing this Letter of Transmittal or
effecting delivery of an Agent's Message in lieu thereof, the undersigned hereby
represents and agrees that (i) the undersigned is not an "affiliate" of the
Company, (ii) any Registered Debt to be received by the undersigned is being
acquired in the ordinary course of its business, (iii) the undersigned has no
arrangement or understanding with any person to participate in a distribution
(within the meaning of the Securities Act) of Registered Debt to be received in
the Exchange Offer, and (iv) if the undersigned is not a broker-dealer, the
undersigned is not engaged in, and does not intend to engage in, a distribution
(within the meaning of the Securities Act) of such Registered Debt. The Company
may require the undersigned, as a condition to the undersigned's eligibility to
participate in the Exchange Offer, to furnish to the Company (or an agent
thereof) in writing information as to the number of "beneficial owners" within
the meaning of Rule 13d-3 under the Exchange Act on behalf of whom the
undersigned holds the Outstanding Debt to be exchanged in the Exchange Offer. If
the undersigned is a broker-dealer that will receive Registered Debt for its own
account in exchange for Outstanding Debt, it represents that the Outstanding
Debt to be exchanged for Registered Debt was acquired by it as a result of
market-making activities or other trading activities and acknowledges that it
will deliver a Prospectus in connection with any resale of such Registered Debt;
however, by so acknowledging and by delivering a Prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.

     The Company has agreed that, subject to the provisions of the Registration
Rights Agreement, the Prospectus, as it may be amended or supplemented from time
to time, may be used by a Participating Broker-Dealer (as defined below) in
connection with resales of Registered Debt received in exchange for Outstanding
Debt, where such Outstanding Debt was acquired by such Participating
Broker-Dealer for its own account as a result of market-making activities or
other trading activities, for a period ending 90 days after the expiration of
the Exchange Offer (the "Expiration Date") (subject to extension under certain
limited circumstances described in the Prospectus) or, if earlier, when all such
Registered Debt has been disposed of by such Participating Broker-Dealer. In
that regard, each broker-dealer who acquired Outstanding Debt for its own
account as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), by tendering such Outstanding Debt and executing
this Letter of Transmittal or effecting delivery of an Agent's Message in lieu
thereof, agrees that, upon receipt of notice from the Company of the occurrence
of any event which makes any statement in the Prospectus untrue in any material
respect or which requires the making of any changes in the Prospectus in order
to make the statements therein not misleading, such Participating Broker-Dealer
will suspend use of the Prospectus until the Company has amended or supplemented
the Prospectus to correct such misstatement or omission and has furnished copies
of the amended or supplemented Prospectus to the Participating Broker-Dealer or
the Company has given notice that the sale of the Registered Debt may be
resumed, as the case may be. If the Company gives such notice to suspend the
sale of the Registered Debt, it shall extend the 90-day period referred to above
during which Participating Broker-Dealers are entitled to use the Prospectus in
connection with the resale of Registered Debt by the number of days during the
period from and including the date of the giving of such notice to and including
the date when Participating Broker-Dealers shall have received copies of the
supplemented or amended Prospectus necessary to permit resales of the Registered
Debt or to and including the date on which the Company has given notice that the
sale of Registered Debt may be resumed, as the case may be. As a result, a
Participating Broker-Dealer who intends to use the Prospectus in connection with
resales of Registered Debt received in exchange for Outstanding Debt pursuant to
the Exchange Offer must notify the Company, or cause the Company to be notified,
on or prior to the Expiration Date, that it is a Participating Broker-Dealer.
Such

                                       5
<PAGE>   6
notice may be given in the space provided above or may be delivered to the
Exchange Agent at the address set forth in the Prospectus under "The Exchange
Offer--Exchange Agent."

     The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Outstanding Debt tendered hereby. All
authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.

     The undersigned, by completing the box entitled "Description of Outstanding
Debt" above and signing this letter, will be deemed to have tendered the
Outstanding Debt as set forth in such box.

                                       6
<PAGE>   7


- --------------------------------------------------------------------------------
                                    IMPORTANT
                               HOLDERS: SIGN HERE
                  (PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN)



(SIGNATURE(S) OF HOLDER(S):___________________________________________________

Date: _______________________________

         (Must be signed by the registered holder(s) exactly as name(s)
appear(s) on Certificate(s) for the Outstanding Debt hereby tendered or on a
security position listing or by person(s) authorized to become registered
holder(s) by certificates and documents transmitted herewith. If signature is by
trustee, executor, administrator, guardian, attorney-in-fact, officer of
corporation or other person acting in a fiduciary or representative capacity,
please provide the following information and see Instruction 2 below.)


Name(s):______________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

                                 (PLEASE PRINT)

Capacity (full title):________________________________________________________

Address:______________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
                               (INCLUDE ZIP CODE)

Area Code and Telephone No.:__________________________________________________

Tax Identification or Social Security Number:_________________________________
                        (SEE SUBSTITUTE FORM W-9 HEREIN)

                            GUARANTEE OF SIGNATURE(S)
                            (SEE INSTRUCTION 2 BELOW)

- ------------------------------------------------------------------------------
                             (AUTHORIZED SIGNATURE)

Name__________________________________________________________________________
                             (PLEASE TYPE OR PRINT)

Title:________________________________________________________________________

Name of Firm:_________________________________________________________________

Address:______________________________________________________________________
______________________________________________________________________________
                               (INCLUDE ZIP CODE)

Area Code and Telephone No.:__________________________________________________

Date: _______________________________

- --------------------------------------------------------------------------------

                                       7
<PAGE>   8
                 ----------------------------------------------
                          SPECIAL ISSUANCE INSTRUCTIONS
                          (SIGNATURE GUARANTEE REQUIRED
                               SEE INSTRUCTION 2)

                          To be completed ONLY if Registered
                   Debt or Outstanding Debt not tendered is
                   to be issued in the name of someone other
                   than the registered Holder of the
                   Outstanding Debt whose name(s) appear(s)
                   above.

               ISSUE
               [ ] Outstanding Debt not tendered to:
               [ ] Registered Debt to:

                   Name(s) _____________________________
                                 (PLEASE PRINT)

                   Address ______________________________

                   ______________________________________
                               (INCLUDE ZIP CODE)
                   ______________________________________

               (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
                 ----------------------------------------------

                 ----------------------------------------------
                          SPECIAL DELIVERY INSTRUCTIONS
                          (SIGNATURE GUARANTEE REQUIRED
                               SEE INSTRUCTION 2)

                          To be completed ONLY if Registered
                    Debt or Outstanding Debt not tendered is
                    to be sent to someone other than the
                    registered Holder of the Outstanding Debt
                    whose name(s) appear(s) above, or such
                    registered Holder at an address other than
                    that shown above.

                MAIL
                [ ] Outstanding Debt not tendered to:
                [ ] Registered Debt to:

                   Name(s) ______________________________
                                 (PLEASE PRINT)

                   Address ______________________________

                   ______________________________________
                               (INCLUDE ZIP CODE)

                   ______________________________________
               (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))

                 ----------------------------------------------

                                  INSTRUCTIONS
         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

         1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in "The Exchange
Offer--Procedures for Tendering Outstanding Debt" in the Prospectus and an
Agent's Message is not delivered. Certificates, or timely confirmation of a
book-entry transfer of such Outstanding Debt into the Exchange Agent's account
at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees, and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein on or prior to the Expiration
Date. Tenders by book-entry transfer may also be made by delivering an Agent's
Message in lieu thereof. Outstanding Debt may be tendered in whole or in part in
integral multiples of $1,000. Holders who wish to tender their Outstanding Debt
and (i) whose Outstanding Debt is not immediately available or (ii) who cannot
deliver their Outstanding Debt, this Letter of Transmittal and all other
required documents to the Exchange Agent on or prior to the Expiration Date or
(iii) who cannot complete the procedures for delivery by book-entry transfer on
a timely basis, may tender their Outstanding Debt by properly completing and
duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed
delivery procedures set forth in "The Exchange Offer--Procedures for Tendering
Outstanding Debt" in the Prospectus. Pursuant to such procedures: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Company, must be received by the
Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates
(or a book-entry confirmation) representing all tendered Outstanding Debt, in
proper form for transfer, together with a Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees and any other documents required by this Letter of Transmittal, must
be received by the Exchange Agent within three New York Stock Exchange trading
days after the date of execution of such

                                       8
<PAGE>   9
Notice of Guaranteed Delivery, all as provided in "The Exchange
Offer--Procedures for Tendering Outstanding Debt" in the Prospectus.

         The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile or mail to the Exchange Agent, and must include a
guarantee by an Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery. For Outstanding Debt to be properly tendered pursuant to
the guaranteed delivery procedure, the Exchange Agent must receive a Notice of
Guaranteed Delivery on or prior to the Expiration Date. As used herein and in
the Prospectus, "Eligible Institution" means a firm or other entity identified
in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution,"
including (as such terms are defined therein) (i) a bank; (ii) a broker, dealer,
municipal securities broker or dealer or government securities broker or dealer;
(iii) a credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association.

         The method of delivery of Certificates, this Letter of Transmittal and
all other required documents is at the option and sole risk of the tendering
Holder, and the delivery will be deemed made only when actually received by the
Exchange Agent. If delivery is by mail, then registered mail with return receipt
requested, properly insured, or overnight delivery service is recommended. In
all cases, sufficient time should be allowed to ensure timely delivery.

         The Company will not accept any alternative, conditional or contingent
tenders. Each tendering Holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.

         2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:

                  (i) this Letter of Transmittal is signed by the registered
         Holder (which includes any participant in DTC whose name appears on a
         security position listing as the owner of the Outstanding Debt (the
         "Holder")) of Outstanding Debt tendered, unless such Holder(s) has
         completed either the box entitled "Special Issuance Instructions" or
         the box entitled "Special Delivery Instructions" above, or

                  (ii) such Outstanding Debt is tendered for the account of a
         firm that is an Eligible Institution.

         In all other cases, an Eligible Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.

         3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Outstanding Debt" is inadequate, the Certificate number(s)
and/or the principal amount of Outstanding Debt and any other required
information should be listed on a separate signed schedule which is attached to
this Letter of Transmittal.

         4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Outstanding Debt
will be accepted only in integral multiples of $1,000. If less than all the
Outstanding Debt evidenced by any Certificate submitted is to be tendered, fill
in the principal amount of Outstanding Debt which is to be tendered in the box
entitled "Principal Amount of Outstanding Debt Tendered." In such case, new
Certificate(s) for the remainder of the Outstanding Debt that was evidenced by
your old Certificate(s) will only be sent to the Holder of the Outstanding Debt,
promptly after the Expiration Date. All Outstanding Debt represented by
Certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.

         Except as otherwise provided herein, tenders of Outstanding Debt may be
withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective on or prior to that time, a written or facsimile
transmission of such notice of withdrawal must be timely received by the
Exchange Agent at one of its addresses set forth above or in the Prospectus on
or prior to the Expiration Date. Any such notice of withdrawal must specify the
name of the person who tendered the Outstanding Debt to be

                                       9

<PAGE>   10

withdrawn, the aggregate principal amount of Outstanding Debt to be withdrawn,
and (if Certificates for Outstanding Debt have been tendered) the name of the
registered Holder of the Outstanding Debt as set forth on the Certificate for
the Outstanding Debt, if different from that of the person who tendered such
Outstanding Debt. If Certificates for the Outstanding Debt have been delivered
or otherwise identified to the Exchange Agent, then prior to the physical
release of such Certificates for the Outstanding Debt, the tendering Holder must
submit the serial numbers shown on the particular Certificates for the
Outstanding Debt to be withdrawn and the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution, except in the case of Outstanding
Debt tendered for the account of an Eligible Institution. If Outstanding Debt
has been tendered pursuant to the procedures for book-entry transfer set forth
in the Prospectus under "The Exchange Offer--Procedures for Tendering
Outstanding Debt," the notice of withdrawal must specify the name and number of
the account at DTC to be credited with the withdrawal of Outstanding Debt, in
which case a notice of withdrawal will be effective if delivered to the Exchange
Agent by written, telegraphic, telex or facsimile transmission. Withdrawals of
tenders of Outstanding Debt may not be rescinded. Outstanding Debt properly
withdrawn will not be deemed validly tendered for purposes of the Exchange
Offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following any of the procedures described in the Prospectus
under "The Exchange Offer--Procedures for Tendering Outstanding Debt."

         All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all parties.
The Company, any affiliates or assigns of the Company, the Exchange Agent or any
other person shall not be under any duty to give any notification of any
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification. Any Outstanding Debt which has been tendered but
which is withdrawn will be returned to the Holder thereof without cost to such
Holder promptly after withdrawal.

         5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered Holder(s) of the
Outstanding Debt tendered hereby, the signature(s) must correspond exactly with
the name(s) as written on the face of the Certificate(s) without alteration,
enlargement or any change whatsoever. If any Outstanding Debt tendered hereby is
owned of record by two or more joint owners, all such owners must sign this
Letter of Transmittal.

         If any tendered Outstanding Debt is registered in different name(s) on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.

         If this Letter of Transmittal or any Certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by the
Company, must submit proper evidence satisfactory to the Company, in its sole
discretion, of each such person's authority to so act.

         When this Letter of Transmittal is signed by the registered owner(s) of
the Outstanding Debt listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) is required unless Registered Debt is
to be issued in the name of a person other than the registered Holder(s).
Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an
Eligible Institution.

         If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Outstanding Debt listed, the Certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered owner(s) appear(s) on the Certificates, and also must
be accompanied by such opinions of counsel, certifications and other information
as the Company or the Trustee for the Outstanding Debt may require in accordance
with the restrictions on transfer applicable to the Outstanding Debt. Signatures
on such Certificates or bond powers must be guaranteed by an Eligible
Institution.

         6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Registered Debt is to
be issued in the name of a person other than the signer of this Letter of
Transmittal, or if Registered Debt is to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above,

                                       10
<PAGE>   11

the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Outstanding Debt not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.

         7. IRREGULARITIES. The Company will determine, in its sole discretion,
all questions as to the form of documents, validity, eligibility (including time
of receipt) and acceptance for exchange of any tender of Outstanding Debt, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any and all tenders determined by it not to be in
proper form or the acceptance of which, or exchange for which, may, in the view
of counsel to the Company be unlawful. The Company also reserves the absolute
right, subject to applicable law, to waive any of the conditions of the Exchange
Offer set forth in the Prospectus under "The Exchange Offer--Conditions to the
Exchange Offer" or any conditions or irregularities in any tender of Outstanding
Debt of any particular Holder whether or not similar conditions or
irregularities are waived in the case of other Holders. The Company's
interpretation of the terms and conditions of the Exchange Offer (including this
Letter of Transmittal and the instructions hereto) will be final and binding. No
tender of Outstanding Debt will be deemed to have been validly made until all
irregularities with respect to such tender have been cured or waived. The
Company, any affiliates or assigns of the Company, the Exchange Agent, or any
other person shall not be under any duty to give notification of any
irregularities in tenders or incur any liability for failure to give such
notification.

         8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.

         9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under the U.S. Federal
income tax law, a Holder whose tendered Outstanding Debt is accepted for
exchange is required to provide the Exchange Agent with such Holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 below. If the
Exchange Agent is not provided with the correct TIN, the Internal Revenue
Service (the "IRS") may subject the Holder or other payee to penalties. In
addition, payments to such Holders or other payees with respect to Outstanding
Debt exchanged pursuant to the Exchange Offer may be subject to 31% backup
withholding.

         The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering Holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
Holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60-day period following the date of the Substitute Form W-9.
If the Holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60-day period
will be remitted to the Holder and no further amounts shall be retained or
withheld from payments made to the Holder thereafter. If, however, the Holder
has not provided the Exchange Agent with its TIN within such 60-day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.

         The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Outstanding Debt or of the last transferee appearing on the transfers
attached to, or endorsed on, the Outstanding Debt. If the Outstanding Debt is
registered in more than one name or is not in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.

         Certain Holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to the backup
withholding and reporting requirements. Those Holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face

                                       11
<PAGE>   12
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that Holder's exempt status.
Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
Holders are exempt from backup withholding.

         Backup withholding is not an additional U.S. Federal income tax.
Rather, the U.S. Federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.

         10. WAIVER OF CONDITIONS. The Company reserves the absolute right to
waive satisfaction of any or all conditions enumerated in the Prospectus.

         11. NO CONDITIONAL TENDERS. No alternative, conditional or contingent
tenders will be accepted. All tendering Holders of Outstanding Debt, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of Outstanding Debt for exchange.

         Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Outstanding Debt nor shall any of them incur any liability for failure
to give any such notice.

         12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Outstanding Debt have been lost, destroyed or stolen, the Holder
should promptly notify the Exchange Agent. The Holder will then be instructed as
to the steps that must be taken in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen Certificate(s) have been
followed.

         13. SECURITY TRANSFER TAXES. Holders who tender their Outstanding Debt
for exchange will not be obligated to pay any transfer taxes in connection
therewith. If, however, Registered Debt is to be delivered to, or is to be
issued in the name of, any person other than the registered Holder of the
Outstanding Debt tendered, or if a transfer tax is imposed for any reason other
than the exchange of Outstanding Debt in connection with the Exchange Offer,
then the amount of any such transfer tax (whether imposed on the registered
Holder or any other persons) will be payable by the tendering Holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendering Holder.

                                       12

<PAGE>   13

                     PAYOR'S NAME: THE CHASE MANHATTAN BANK

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>
                                        PART 1 - PLEASE PROVIDE YOUR TIN ON    TIN:
SUBSTITUTE                              THE LINE AT RIGHT AND CERTIFY BY
                                        SIGNING AND DATING BELOW               __________________________
FORM W-9                                                                         Social security number
                                                                                           OR
                                                                             Employer identification number
                                        -----------------------------------------------------------------------------
                                                                  PART 2 -- TIN APPLIED FOR
                                        -----------------------------------------------------------------------------
DEPARTMENT OF THE                        CERTIFICATION-UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
TREASURY                                 (1) the number shown on this form is my correct taxpayer identification
INTERNAL REVENUE SERVICE                     number (or I am waiting for a number to be issued to me).

PAYER'S REQUEST FOR TAXPAYER             (2) I am not subject to backup withholding either because: (a) I have
IDENTIFICATION NUMBER (TIN)                  not been notified by the Internal Revenue Service (the "IRS") that I
                                             am subject to backup withholding as a result of a failure to report
                                             all interest or dividends, or (b) the IRS has notified me that I am
                                             no longer subject to backup withholding.

                                         (3) any other information provided on this form is true and correct.

                                        Signature: ________________________ Date: ___________________
                                        -----------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


         CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your
tax return. However, if after being notified by the IRS that you were subject to
backup withholding, you received another notification from the IRS that you were
no longer subject to backup withholding, do not cross out item (2). (Also see
instructions in the enclosed Guidelines.)

Signature ______________________________           Date ________________________

         NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU IN CONNECTION WITH THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

         YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING (OR
WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER

- --------------------------------------------------------------------------------
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

         I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of the
exchange, thirty-one (31%) percent of all reportable payments made to me
thereafter will be withheld until I provide a number.


Signature __________________________________  Date _________________

- --------------------------------------------------------------------------------

                                       13

<PAGE>   1

                                                                   EXHIBIT 99(b)
                          NOTICE OF GUARANTEED DELIVERY

                                    TRW INC.

                              OFFER TO EXCHANGE ITS
                         6.45% EXCHANGE NOTES DUE 2001,
                         6 1/2% EXCHANGE NOTES DUE 2002,
                         6 5/8% EXCHANGE NOTES DUE 2004,
                       7 1/8% EXCHANGE NOTES DUE 2009 AND
                       7 3/4% EXCHANGE DEBENTURES DUE 2029
               WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT

                       FOR ANY AND ALL OF ITS OUTSTANDING
                              6.45% NOTES DUE 2001,
                             6 1/2% NOTES DUE 2002,
                             6 5/8% NOTES DUE 2004,
                            7 1/8% NOTES DUE 2009 AND
                           7 3/4% DEBENTURES DUE 2029
             THAT WERE ISSUED AND SOLD IN A TRANSACTION EXEMPT FROM
            REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED


               Pursuant to the Prospectus dated November 16, 1999


         This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the above-referenced exchange offer if

         (1)      certificates for the Company's 6.45% Notes due 2001, 6 1/2%
                  Notes Due 2002, 6 5/8% Notes Due 2004, 7 1/8% Notes Due 2009
                  and 7 3/4% Debentures Due 2029 (the "Outstanding Debt") are
                  not immediately available,

         (2)      Outstanding Debt, the Letter of Transmittal and all other
                  required documents cannot be delivered to The Chase Manhattan
                  Bank (the "Exchange Agent") on or prior to the Expiration
                  Date, or

         (3)      the procedures for delivery by book-entry transfer cannot be
                  completed on a timely basis.

         This Notice of Guaranteed Delivery may be delivered by hand, overnight
courier or mail, or transmitted by facsimile transmission, to the Exchange
Agent. In addition, in order to utilize the guaranteed delivery procedure to
tender Outstanding Debt pursuant to the Exchange Offer, a completed, signed and
dated Letter of Transmittal relating to the Outstanding Debt (or facsimile
thereof) must also be received by the Exchange Agent on or prior to the
Expiration Date.

                  THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

                            THE CHASE MANHATTAN BANK

<TABLE>
<CAPTION>

<S>                                             <C>                                     <C>
     By Registered or Certified Mail:                Facsimile Transmissions:              By Hand or Overnight Delivery:

         The Chase Manhattan Bank                (For Eligible Institutions Only)              The Chase Manhattan Bank
              55 Water Street                             (212) 638-7375                           55 Water Street
         Room 234, North Building                                                              Room 234, North Building
         New York, New York 10041                     Confirm by Telephone:                    New York, New York 10041
         Attention: Carlos Esteves                Carlos Esteves (212) 638-0828               Attention: Carlos Esteves
</TABLE>

         THE DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR
FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.

         THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF THE LETTER OF TRANSMITTAL INSTRUCTIONS REQUIRE A SIGNATURE TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION," SUCH SIGNATURE GUARANTEE MUST APPEAR IN
THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.


<PAGE>   2

Ladies and Gentlemen:


         The undersigned hereby tenders to TRW Inc., an Ohio corporation
("TRW"), upon the terms and subject to the conditions set forth in the
Prospectus dated November 16, 1999 (as the same may be amended or supplemented
from time to time, the "Prospectus"), and the related Letter of Transmittal
(which together constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, the aggregate principal amount of Outstanding Debt set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange Offer--Procedures for Tendering Outstanding Debt."


                               Name(s) of Registered Holder(s): _______________

                               ________________________________________________

Aggregate Principal Amount
- --------------------------
6.45% Notes due 2001:               $_______________
6 1/8% Notes Due 2002:              $_______________
6 5/8% Notes Due 2004:              $_______________
7 1/8% Notes Due 2009:              $_______________
7 3/4% Debentures Due 2029:         $_______________

Certificate No(s)
(if available): __________________


               If Outstanding Debt will be tendered by book-entry transfer,
provide the following information:

DTC Account Number: ____________________

Date: __________________________________

________________________________________
Must be in integral multiples of $1,000.

         All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.

                                PLEASE SIGN HERE

X___________________________________      _________________________________

X___________________________________      _________________________________
    SIGNATURE(S) OF OWNER(S) OR                           DATE
       AUTHORIZED SIGNATORY

Area Code and Telephone Number: _______________________________

                                       2
<PAGE>   3
         Must be signed by the holder(s) of the Outstanding Debt as their
name(s) appear(s) on certificates for Outstanding Debt or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
and, unless waived by TRW, provide proper evidence satisfactory to TRW of such
person's authority to so act.

                      PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):  ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
Capacity: ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
Address(es):____________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

                                       3
<PAGE>   4
                              GUARANTEE OF DELIVERY

                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

         The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
instruction," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, government securities broker or
government securities dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a savings
association that is a participant in a Securities Transfer Association, hereby
guarantees to deliver to the Exchange Agent, at one of its addresses set forth
above, either the Outstanding Debt tendered hereby in proper form for transfer,
or confirmation of the book-entry transfer of such Outstanding Debt to the
Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to
the procedures for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other required documents within three
New York Stock Exchange trading days after the date of execution of this Notice
of Guaranteed Delivery.

         The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal (or facsimile thereof) and the Outstanding Debt tendered hereby to
the Exchange Agent within the time period set forth above and that failure to do
so could result in a financial loss to the undersigned.

         ______________________________        ________________________________
         NAME OF FIRM                          AUTHORIZED SIGNATURE

         ______________________________        ________________________________
         ADDRESS                               TITLE

         ______________________________        ________________________________
         ZIP CODE                              NAME (PLEASE TYPE OR PRINT)

         ______________________________        ________________________________
         AREA CODE AND TELEPHONE NUMBER        DATE


NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING DEBT WITH THIS FORM. CERTIFICATES
FOR OUTSTANDING DEBT SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

                                       4

<PAGE>   1

                                                                   EXHIBIT 99(c)

            INSTRUCTION TO REGISTERED HOLDER AND/OR DEPOSITORY TRUST
                    COMPANY PARTICIPANT FROM BENEFICIAL OWNER

                                    TRW INC.

                              OFFER TO EXCHANGE ITS
                         6.45% EXCHANGE NOTES DUE 2001,
                         6 1/2% EXCHANGE NOTES DUE 2002,
                         6 5/8% EXCHANGE NOTES DUE 2004,
                       7 1/8% EXCHANGE NOTES DUE 2009 AND
                       7 3/4% EXCHANGE DEBENTURES DUE 2029
               WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT

                       FOR ANY AND ALL OF ITS OUTSTANDING
                              6.45% NOTES DUE 2001,
                             6 1/2% NOTES DUE 2002,
                             6 5/8% NOTES DUE 2004,
                           7 1/8% NOTES DUE 2009 AND
                           7 3/4% DEBENTURES DUE 2029
             THAT WERE ISSUED AND SOLD IN A TRANSACTION EXEMPT FROM
            REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED



         THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON DECEMBER 14, 1999, UNLESS THE OFFER IS EXTENDED. TENDERS
MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.


To Registered Holder and/or Depository Trust Company Participant:


         The undersigned hereby acknowledges receipt of the Prospectus dated
November 16, 1999 (the "Prospectus") of TRW Inc., an Ohio corporation ("TRW"),
and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that
together constitute the Company's offer (the "Exchange Offer") to exchange its
6.45% Exchange Notes due 2001, 6 1/2% Exchange Notes Due 2002, 6 5/8% Exchange
Notes Due 2004, 7 1/8% Exchange Notes Due 2009 and 7 3/4% Exchange Debentures
Due 2029 (the "Registered Debt"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for any and all of
its outstanding 6.45% Notes due 2001, 6 1/2% Notes Due 2002, 6 5/8% Notes Due
2004, 7 1/8% Notes Due 2009 and 7 3/4% Debentures Due 2029 (the "Outstanding
Debt").


         This will instruct you, the registered holder and/or Depository Trust
Company Participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Outstanding Debt held by you for the account
of the undersigned.

         The aggregate face amount of the Outstanding Debt held by you for the
account of the undersigned is (FILL IN AMOUNT):

         $______________ of the 6.45% Notes due 2001
         $______________ of the 6 1/2% Notes Due 2002
         $______________ of the 6 5/8% Notes Due 2004
         $______________ of the 7 1/8% Notes Due 2009
         $______________ of the 7 3/4% Debentures Due 2029

With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK
APPROPRIATE BOX):

[ ]      To TENDER ALL of the Outstanding Debt held by you for the account of
         the undersigned.

[ ]      To TENDER some, but not all Outstanding Debt held by you for the
         account of the undersigned (INSERT PRINCIPAL AMOUNT OF OUTSTANDING DEBT
         TO BE TENDERED):

         $______________ of the 6.45% Notes due 2001
         $______________ of the 6 1/2% Notes Due 2002
         $______________ of the 6 5/8% Notes Due 2004
         $______________ of the 7 1/8% Notes Due 2009
         $______________ of the 7 3/4% Debentures Due 2029

[ ]      NOT to TENDER any Outstanding Debt held by you for the account of the
         undersigned.

<PAGE>   2

         If the undersigned instructs you to tender the Outstanding Debt held by
you for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the undersigned (and the undersigned, by its signature
below, makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that

         (1)      the undersigned is not an "affiliate" of TRW,

         (2)      any Registered Debt to be received by the undersigned is being
                  acquired in the ordinary course of its business,

         (3)      the undersigned has no arrangement or understanding with any
                  person to participate in a distribution (within the meaning of
                  the Securities Act) of Registered Debt to be received in the
                  Exchange Offer, and

         (4)      if the undersigned is not a broker-dealer, the undersigned is
                  not engaged in, and does not intend to engage in, a
                  distribution (within the meaning of the Securities Act) of
                  such Registered Debt.

TRW may require the undersigned, as a condition to the undersigned's eligibility
to participate in the Exchange Offer, to furnish to TRW (or its agent) in
writing information as to the number of "beneficial owners" within the meaning
of Rule 13d-3 under the Exchange Act on behalf of whom the undersigned holds the
Outstanding Debt to be exchanged in the Exchange Offer. If the undersigned is a
broker-dealer that will receive Registered Debt for its own account in exchange
for Outstanding Debt, it represents that the Outstanding Debt to be exchanged
for Registered Debt was acquired by it as a result of market-making activities
or other trading activities and acknowledges that it will deliver a prospectus
in connection with any resale of such Registered Debt; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

                                    SIGN HERE

NAME OF BENEFICIAL OWNER(S):        ______________________________________

                                    ______________________________________

____________________________________          __________________________________
SIGNATURE                                     SIGNATURE

____________________________________          __________________________________
NAME(S) (PLEASE PRINT)                        AREA CODE AND TELEPHONE NUMBER

____________________________________

____________________________________          __________________________________
ADDRESS                                       TAXPAYER IDENTIFICATION OR
                                              SOCIAL SECURITY NUMBER
____________________________________
DATE




<PAGE>   1
                                                                   EXHIBIT 99(d)

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

     GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GUIDE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.

<TABLE>
<S>   <C>                                                 <C>   <C>
- ------------------------------------------------------    ------------------------------------------------------
 FOR THIS TYPE OF ACCOUNT:                                GIVE THE SOCIAL SECURITY NUMBER OF--
- ------------------------------------------------------    ------------------------------------------------------
  1.  An individual's account                                   The individual
  2.  Two or more individuals (joint account)                   The actual owner of the account or, if combined
                                                                funds, any one of the individuals(1)
  3.  Husband and wife (joint account)                          The actual owner of the account or, if joint
                                                                funds, either person(1)
  4.  Custodian account of a minor (Uniform Gift to             The minor(2)
      Minors Act)
  5.  Adult and minor (joint account)                           The adult or, if the minor is the only
                                                                contributor, the minor(1)
  6.  Account in the name of guardian or committee for          The ward, minor or incompetent person(3)
      a designated ward, minor or incompetent person
  7.  (a) The usual revocable savings trust account             The grantor-trustee(1)
         (grantor is also trustee)
      (b) So-called trust account that is not a legal           The actual owner(1)
      or valid trust under State law
  8.  Sole proprietorship account                               The owner(4)

- ------------------------------------------------------    ------------------------------------------------------
 FOR THIS TYPE OF ACCOUNT:                                GIVE THE EMPLOYER IDENTIFICATION NUMBER OF--
- ------------------------------------------------------    ------------------------------------------------------
  9.  A valid trust, estate or pension trust                    The legal entity (do not furnish the identifying
                                                                number of the personal representative or trustee
                                                                unless the legal entity itself is not designated
                                                                in the account title)(5)
 10.  Corporate account                                         The corporation
 11.  Religious, charitable or educational                      The organization
      organization account
 12.  Partnership                                               The partnership
 13.  Association, club or other tax-exempt                     The organization
      organization
 14.  A broker or registered nominee                            The broker or nominee
 15.  Account with the Department of Agriculture in             The public entity
      the name of a public entity (such as a State or
      local government, school district or prison)
      that receives agricultural program payments
</TABLE>

- ---------------
(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Circle the ward's, minor's or incompetent person's name and furnish such
    person's social security number.

(4) Show the name of the owner. You may also enter your business name. You may
    use your Social Security Number or Employer Identification Number.

(5) List first and circle the name of the legal trust, estate, or pension trust.

NOTE:If no name is circled when there is more than one name, the number will be
     considered to be that of the first name listed.
<PAGE>   2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on broker transactions
include the following:

     - A corporation.
     - A financial institution.
     - An organization exempt from tax under section 501(a), or an individual
       retirement plan.
     - The United States or any agency or instrumentality thereof.
     - A State, the District of Columbia, a possession of the United States, or
       any subdivision or instrumentality thereof.
     - A foreign government, a political subdivision of a foreign government, or
       any agency or instrumentality thereof.
     - An international organization or any agency or instrumentality thereof.
     - A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
     - A real estate investment trust.
     - A common trust fund operated by a bank under section 584(a).
     - An entity registered at all times under the Investment Company Act of
1940.
     - A foreign central bank of issue.

Payments of dividends not generally subject to backup withholding include the
following:

     - Payments to nonresident aliens subject to withholding under section 1441.
     - Payments to partnerships not engaged in a trade or business in the U.S.
       and which have at least one nonresident partner.
     - Payments of patronage dividends where the amount received is not paid in
money.
     - Payments made by certain foreign organizations.

Exempt payees described above should file Substitute Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND
DATE THE FORM AND RETURN IT TO THE PAYER.

PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest or other payments to give taxpayer identification numbers to payers who
must report the payments to the IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you fail
    to furnish your taxpayer identification number to a payer, you are subject
    to a penalty of $50 for each such failure unless your failure is due to
    reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you
    make a false statement with no reasonable basis which results in no
    imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Falsifying certifications or
    affirmations may subject you to criminal penalties including fines and/or
    imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
    INTERNAL REVENUE SERVICE.


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