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Rule 424(b)(2) and Rule 424(c)
Registration No. 333-89133
PRICING SUPPLEMENT NO. 1 Dated: March 21, 2000
(To Prospectus dated November 16, 1999 and Prospectus Supplement
dated November 17, 1999)
$300,000,000
TRW INC.
MEDIUM-TERM NOTES, SERIES E
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
We will not redeem these Medium-Term Notes, Series E prior to the
Stated Maturity Date. We describe the basic features of this type of note in the
section called "Description of the Notes - Floating Rate Notes" in the
accompanying prospectus supplement, as modified by the provisions described
below.
Issue Price: 100% of principal amount
Aggregate Principal Amount: $300,000,000
Settlement Date
(Original Issue Date): March 24, 2000
Stated Maturity Date: March 25, 2002
Type of Note: Floating Rate
Form of Note: Book-Entry
Initial Interest Rate: 6.67625%
Base Rate: LIBOR
Reporting Service: Telerate page 3750
Index Maturity: 3 Months
Spread (plus or minus): Plus 0.43% per annum
Interest Payment Dates: June 25, September 25, December 25
and March 25 (commencing June 25, 2000)
Interest Reset Period: Quarterly
PS-1
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Interest Reset Dates: Same as Interest Payment Dates
Calculation Agent: The Chase Manhattan Bank
Use of Proceeds: TRW will use the net proceeds primarily
for the repayment of a portion of the
Company's commercial paper borrowings.
As of March 21, 2000, TRW had $2,153
million of commercial paper outstanding
bearing interest at a weighted average
rate per annum of 6.14% and having due
dates that range from overnight to 195
days.
Selling Agents and Goldman, Sachs & Co.
Agents' Capacity: Principal ($252,500,000)
J.P. Morgan Securities Inc.
Agent ($26,500,000)
Salomon Smith Barney Inc.
Principal ($21,000,000)
Selling Agents' Discount and
Commission: 0
Plan of Distribution: The Selling Agents that acted as
principal purchased the Floating Rate
Notes as principal in this transaction
for resale to one or more investors or
other purchasers at varying prices
related to prevailing market conditions
at the time or times of resale as
determined by the Selling Agents.
PS-2
