<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended June 30, 1995 Commission File No. 1-4368
THE LTV CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-1070950
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
25 West Prospect Avenue
Cleveland, Ohio 44115
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 216/622-5000
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
104,939,635 shares of common stock
----------------------------------
(as of July 21, 1995)
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<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE LTV CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(in millions, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
SALES $ 1,113.2 $ 1,056.1 $ 2,198.1 $ 2,051.2
Costs and expenses:
Cost of products sold 919.5 897.1 1,832.3 1,779.6
Depreciation and amortization 62.1 62.9 126.8 124.2
Selling, general and administrative 35.6 34.9 69.2 67.5
Net interest income (9.2) (1.7) (17.5) (1.4)
----------- ----------- ----------- -----------
Total 1,008.0 993.2 2,010.8 1,969.9
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES AND
DISCONTINUED OPERATIONS 105.2 62.9 187.3 81.3
Income tax provision:
Taxes payable (refundable) 0.9 1.5 1.1 (2.8)
Taxes not payable in cash 39.7 22.7 70.7 29.3
----------- ----------- ----------- -----------
Total 40.6 24.2 71.8 26.5
----------- ----------- ----------- -----------
INCOME FROM CONTINUING OPERATIONS 64.6 38.7 115.5 54.8
Net loss from discontinued operations (9.0) (1.2) (8.7) (2.0)
----------- ----------- ----------- -----------
NET INCOME $ 55.6 $ 37.5 $ 106.8 $ 52.8
=========== =========== =========== ===========
EARNINGS (LOSS) PER SHARE:
Primary:
Continuing operations $ 0.59 $ 0.41 $ 1.07 $ 0.58
Discontinued operations (0.08) (0.01) (0.08) (0.02)
----------- ----------- ----------- -----------
Net income $ 0.51 $ 0.40 $ 0.99 $ 0.56
=========== =========== =========== ===========
Fully diluted:
Continuing operations $ 0.58 $ 0.40 $ 1.04 $ 0.58
Discontinued operations (0.08) (0.01) (0.08) (0.02)
----------- ----------- ----------- -----------
Net income $ 0.50 $ 0.39 $ 0.96 $ 0.56
=========== =========== =========== ===========
<FN>
_____________
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
THE LTV CORPORATION
CONSOLIDATED BALANCE SHEET
(in millions, except share data)
<CAPTION>
June 30, December 31,
1995 1994
--------------- ---------------
<S> <C> <C>
ASSETS (Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 285.0 $ 335.4
Marketable securities 480.4 357.5
---------- -----------
765.4 692.9
Receivables, less allowance for doubtful accounts 414.3 464.5
Inventories:
Products 562.6 512.6
Materials, purchased parts and supplies 242.0 239.0
---------- -----------
Total inventories 804.6 751.6
Prepaid expenses, deposits and other 89.5 118.5
---------- -----------
Total current assets 2,073.8 2,027.5
---------- -----------
INVESTMENTS AND OTHER NONCURRENT ASSETS 293.4 308.6
PROPERTY, PLANT AND EQUIPMENT 3,556.5 3,485.0
Allowance for depreciation (411.2) (296.0)
---------- -----------
Total property, plant and equipment 3,145.3 3,189.0
---------- -----------
$ 5,512.5 $ 5,525.1
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 255.1 $ 267.2
Accrued employee compensation and benefits 442.2 394.0
Other accrued liabilities 180.5 175.9
---------- -----------
Total current liabilities 877.8 837.1
---------- -----------
NONCURRENT LIABILITIES
Long-term debt 186.7 183.1
Postemployment health care and other insurance benefits 1,648.0 1,633.4
Pension benefits 951.8 1,138.7
Other 419.1 450.0
---------- -----------
Total noncurrent liabilities 3,205.6 3,405.2
---------- -----------
SHAREHOLDERS' EQUITY
Convertible preferred stock (stated value $50.0 million) 0.5 0.5
Common stock (par value $0.50 per share) 53.0 53.0
Additional paid-in capital 911.2 872.8
Retained earnings 472.2 366.7
Minimum pension liability adjustment (5.8) (5.8)
Other (2.0) (4.4)
---------- -----------
Total shareholders' equity 1,429.1 1,282.8
---------- -----------
$ 5,512.5 $ 5,525.1
========== ===========
<FN>
_____________
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
THE LTV CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
------------------------------------
1995 1994
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Income from continuing operations $ 115.5 $ 54.8
Adjustments to reconcile income from continuing operations
to net cash provided by operating activities:
Proceeds from antitrust litigation - 171.0
Depreciation and amortization 126.8 124.2
Income tax provision not payable in cash 70.7 29.3
Defined benefit pension expense 58.1 58.0
Postemployment benefit payments less than expense 14.6 2.9
Changes in assets and liabilities (18.4) (2.1)
Other (0.2) (8.3)
------------ -------------
Net cash provided by operating activities 367.1 429.8
------------ -------------
INVESTING ACTIVITIES
Property additions (84.1) (77.5)
Investment in Trico Steel (24.9) -
Proceeds from dispositions of businesses and property 10.2 6.7
Net purchases of marketable securities (122.9) (353.4)
Other (2.9) (6.3)
------------ -------------
Net cash used in investing activities (224.6) (430.5)
------------ -------------
FINANCING ACTIVITIES
Pension funding to restored plans (191.0) (221.6)
Preferred dividends paid (1.1) (1.1)
Other (0.8) (0.9)
------------ -------------
Net cash used in financing activities (192.9) (223.6)
------------ -------------
Net decrease in cash and cash equivalents (50.4) (224.3)
Cash and cash equivalents at beginning of period 335.4 406.3
------------ -------------
Cash and cash equivalents at end of period $ 285.0 $ 182.0
============ =============
<FN>
__________
See notes to consolidated financial statements.
</TABLE>
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<PAGE> 5
THE LTV CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1995
NOTE (1) - The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and disclosures required by generally accepted accounting
principles for complete financial statements. All adjustments which are, in
the opinion of management, necessary for a fair presentation have been made and
are of a recurring nature unless otherwise disclosed herein. Certain prior
period amounts have been reclassified to conform with the current period
presentation. The results of operations for the interim periods are not
necessarily indicative of results of operations for a full year. For further
information, refer to the consolidated financial statements and the notes
thereto for the year ended December 31, 1994 included in the LTV Annual Report
to Shareholders incorporated by reference into the 1994 Annual Report on Form
10-K filed with the Securities and Exchange Commission.
NOTE (2) - In July 1995, the Company entered into an agreement to sell its
energy products segment, Continental Emsco Company ("Continental Emsco"), for
$74.3 million, subject to certain working capital adjustments at closing.
Closing of the sale is expected to take place in August 1995. A portion of the
proceeds will be used to reduce LTV's long-term debt. Continental Emsco is
reflected as a discontinued operation in LTV's financial statements for all
periods presented. The applicable net assets held for sale are included in
current prepaid expenses, deposits and other assets, and the results of
operations of Continental Emsco are included in net loss from discontinued
operations. Net assets held for sale, which consist principally of
receivables, inventories and property, plant and equipment, less current
liabilities, postemployment health care liabilities and other liabilities,
totaled $64.2 million (which is also net of a reserve related to the sale) at
June 30, 1995 and $85.2 million at December 31, 1994.
The results from discontinued operations for the second quarter and first
six months of 1995 included income from the energy products segment operations
of $1.0 million and $1.3 million, respectively, which is net of income tax
expense of $0.8 million in the second quarter and $1.1 million in the first six
months. Also, the results from discontinued operations for the 1995 periods
included the loss on the sale of the business of $10.0 million, which is net of
income tax benefits of $6.0 million. The results from discontinued operations
for the second quarter and first six months of 1994 included losses from the
energy products segment operations of $1.2 million and $2.0 million,
respectively, which is net of income tax benefits of $1.0 million in the second
quarter and $1.4 million in the first six months. Sales of the energy products
segment were $153.9 million and $143.9 million for the six months ended June
30, 1995 and 1994, respectively, and $77.1 million and $73.1 million for the
second quarter ended June 30, 1995 and 1994, respectively.
NOTE (3) - The Company's income tax provision from continuing operations was
$71.8 million in the first six months of 1995 compared with $26.5 million in
1994. The effective tax rate of 33% in the first six months of 1994 reflects
the Company reaching a settlement on certain state income tax issues and
recording a benefit of $5.0 million. Included in the 1995 and 1994 first six
months income tax provisions are federal and state income tax expense amounts
of $70.7 million and $29.3 million, respectively, which do not result in cash
payments. Such amounts were reflected as reductions to the Company's
intangible asset, which was reduced to zero in the first quarter of 1995, and
subsequent amounts totaling $38.2 million were reported as increases to the
additional paid-in capital account of shareholders' equity. As benefits of the
Company's pre-reorganization net deferred tax assets are realized, the
Company's actual income tax cash payments will continue to be less than the
financial statement income tax expense amount.
NOTE (4) - The primary earnings per share calculations for the second quarter
and first six months of 1995 were both based on average common and common
equivalent shares outstanding of 108.2 million. Common equivalent shares
primarily included Common Stock that is issuable in exchange for the Series B
Preferred Stock. The fully diluted earnings per share calculations for the
second quarter and first six months of 1995 were both based on average fully
diluted shares outstanding of 113.4 million. Fully diluted shares were
determined by increasing the primary shares outstanding to reflect the Common
Stock issuable upon conversion of the convertible notes.
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<PAGE> 6
The primary earnings per share calculations for the second quarter and first
six months of 1994 were based on average common and common equivalent shares
outstanding of 94.5 million and 94.6 million, respectively. The fully diluted
earnings per share calculations for the second quarter and first six months of
1994 were both based on fully diluted shares outstanding of 99.7 million.
NOTE (5) - Supplemental cash flow information is presented as follows (in
millions):
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------------------
1995 1994
------------ -------------
<S> <C> <C>
Interest payments $ 5.6 $ 8.1
Income tax payments 1.3 0.4
Capitalized interest 4.1 2.5
Marketable securities:
Purchases 2,430.7 660.8
Unrealized gains 2.0 -
Sales and maturities 2,309.8 307.4
</TABLE>
I-5
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS - COMPARISON OF SECOND QUARTER AND FIRST SIX MONTHS 1995
AND 1994.
Sales
- -----
Sales of $1.11 billion in the second quarter of 1995 increased by $57
million (5%) from the second quarter of 1994. Second quarter 1995 steel
shipments of 2.01 million tons increased by 35,000 tons (2%) from the second
quarter of 1994. Sales of $2.20 billion in the first six months of 1995
increased by $147 million (7%) from the first six months of 1994. Steel
shipments of 3.98 million tons in the first six months increased by 66,000 tons
(2%) from the first six months of 1994. The sales increases in 1995 reflects
higher selling prices and increased demand from the Company's major markets.
Hot and cold flat rolled product sales of $559.2 million were 9% higher in
the second quarter of 1995 versus the second quarter of 1994, reflecting a 6%
increase in shipments and an increase in average selling prices. Galvanized
product sales of $320.4 million were 5% higher in the second quarter of 1995
versus the second quarter of 1994, reflecting a 3% decrease in shipments offset
by an increase in average selling prices. Tin mill product sales of $112.8
million were 6% lower in the second quarter of 1995, reflecting a 10% decrease
in shipments offset by an increase in average selling prices. Tubular product
sales of $83.3 million, consisting primarily of electrical conduit, electric
weld pipe and welded tubing, were 12% higher in the second quarter of 1995,
reflecting a 7% increase in shipments and an increase in average selling
prices.
Hot and cold flat rolled product sales of $1,105.7 million were 8% higher in
the first six months of 1995 versus the first six months of 1994, reflecting a
3% increase in shipments and an increase in average selling prices. Galvanized
product sales of $651.0 million were 9% higher in the first six months of 1995
versus the first six months of 1994, reflecting a less than 1% decrease in
shipments offset by an increase in average selling prices. Tin mill product
sales of $209.5 million were 3% lower in the first six months of 1995,
reflecting a 7% decrease in shipments partially offset by an increase in
average selling prices. Tubular product sales of $165.1 million were 17%
higher in the first six months of 1995, reflecting an 11% increase in shipments
and an increase in average selling prices.
Nonsteel sales in the second quarter of 1995 of $37.5 million were $6.1
million less than in the second quarter of 1994. Nonsteel sales in the first
six months of 1995 of $66.8 million were $4.8 million less than the first six
months of 1994. The decreases in both periods were principally due to lower
outside sales of iron ore.
Production and Costs
- --------------------
Raw steel production of 2.02 million tons in the second quarter of 1995
decreased by 81,000 tons (4%) compared with the second quarter of 1994. The
average operating rate at the Company's steelmaking facilities during the
second quarter of 1995 was 98% compared with 102% in 1994. This reduced
production level was due to a four-week production interruption for a blast
furnace repair outage at the Indiana Harbor Works. During the second half of
1995, LTV will complete two previously planned blast furnace repair outages at
the Cleveland Works, which should each take less than 30 days to complete. The
first planned outage began on July 21, and the second planned outage is
expected to begin in October. The remainder of LTV's raw steel facilities are
expected to operate at capacity during 1995.
Raw steel production of 4.22 million tons in the first six months of 1995
increased by 92,000 tons (2%) compared with the first six months of 1994. The
average operating rate at the Company's steelmaking facilities during the first
six months of 1995 was 103% compared with 100% in 1994. Production and costs
in the 1994 first quarter were negatively impacted by the extremely cold
weather conditions at the operating units.
Cost of products sold as a percentage of sales decreased from 85% in the
second quarter of 1994 to 83% in the second quarter of 1995. Cost of products
sold as a percentage of sales decreased from 87% in the first six months of
1994 to 83% in the first six months of 1995. These improvements were primarily
due to higher average selling prices and improved marketing strategies. The
1995 results were also favorably impacted by productivity and operating
performance improvements, including those achieved through the Cleveland Works'
continuous steel casting and rolling complex which became fully operational in
the second quarter of 1994.
I-6
<PAGE> 8
However, these benefits were partially offset by additional costs related to
the June 1994 labor agreement with the United Steelworkers of America ("USWA")
and higher purchased scrap prices.
During the 1995 second quarter, the Company incurred costs of approximately
$8 million related to the blast furnace repair outage at the Indiana Harbor
Works and recognized a $6 million gain from the sale of warrants which the
Company received when it sold its Bar Division in 1989.
Net Interest Income
- -------------------
Net interest income of $9.2 million in the second quarter of 1995 increased
by $7.5 million from the second quarter of 1994 and net interest income of
$17.5 million in the first six months of 1995 increased by $16.1 million from
the first six months of 1994. The increases were primarily due to higher
interest income because of higher invested cash and marketable securities'
balances along with a higher earnings rate on such balances, and lower fees on
credit facilities and higher capitalized interest.
Income Taxes
- ------------
For information regarding income taxes, see Note (3) to the consolidated
financial statements.
DISCONTINUED OPERATIONS - ENERGY PRODUCTS SEGMENT
SECOND QUARTER AND SIX MONTHS 1995 COMPARED WITH SECOND QUARTER AND SIX MONTHS
1994
In July 1995, the Company entered into an agreement to sell its energy
products segment, Continental Emsco Company ("Continental Emsco"), for $74.3
million, subject to certain working capital adjustments at closing. Closing of
the sale is expected to take place in August 1995. A portion of the proceeds
will be used to reduce LTV's long-term debt. Continental Emsco is reflected as
a discontinued operation in LTV's financial statements for all periods
presented. The applicable net assets of $64.2 million (which is net of a
reserve related to the sale) at June 30, 1995 and $85.2 million at December 31,
1994 are included in current "prepaid expenses, deposits and other assets" in
the accompanying financial statements, and the results of operations of
Continental Emsco are included in net loss from discontinued operations.
The results from discontinued operations for the second quarter and first
six months of 1995 included income from the energy products segment operations
of $1.0 million and $1.3 million, respectively, which is net of income tax
expense of $0.8 million in the second quarter and $1.1 million in the first six
months. Also, the results from discontinued operations for the 1995 periods
included the loss on the sale of the business of $10.0 million, which is net of
income tax benefits of $6.0 million. The results from discontinued operations
for the second quarter and first six months of 1994 included losses from the
energy products segment operations of $1.2 million and $2.0 million,
respectively, which is net of income tax benefits of $1.0 million in the second
quarter and $1.4 million in the first six months. The improvement in results
during 1995 (excluding the loss on sale) was due to higher margin sales and
lower selling, general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Company's sources of liquidity include cash and cash equivalents,
marketable securities, cash from operations, amounts available under credit
facilities and other external sources of funds. Management believes that these
sources are sufficient to fund the current requirements of working capital,
capital expenditures, investments in a joint venture, pensions and
postemployment health care.
During the first six months of 1995, cash provided by operating activities
amounted to $367.1 million. Major uses of cash during the first six months of
1995 consisted primarily of contributions to the Company's restored pension
plans of $191.0 million and capital expenditures of $84.1 million. Since
December 31, 1994, total cash, cash equivalents and marketable securities have
increased by $72.5 million to $765.4 million at June 30, 1995.
The Company's receivables credit facility permits borrowings of up to $320
million for working capital requirements and general corporate purposes, $100
million of which may be used to issue letters of credit. At June 30, 1995, no
borrowings were outstanding and letters of credit outstanding amounted to $25.8
million under this facility. The Company's letter of credit facility is a
separate credit facility that provides for the issuance of up to $150 million
in letters of credit. At June 30, 1995, letters of credit totaling $87.3
million were outstanding under this facility.
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<PAGE> 9
The Company's long-term debt and credit facilities agreements contain
various covenants which require the Company to maintain certain financial
ratios and amounts. These agreements, as well as the Company's agreement with
the Pension Benefit Guaranty Corporation, place certain restrictions on
payments of dividends, capital expenditures, investments in subsidiaries and
borrowings. Under the terms of the most restrictive covenant, approximately
$70 million of retained earnings are available for Common Stock dividend
payments at June 30, 1995. Substantially all of the Company's receivables and
inventories are pledged as collateral under these debt agreements. The Company
does not believe that the restrictions contained in these financial and
operating covenants will cause significant limitations on the Company's
financial flexibility.
A 1993 agreement with the USWA provided that a portion of the requirements
with respect to certain postemployment benefits would be secured by a junior
lien of $250 million on collateral with an unencumbered fair market value of at
least $500 million. The initial security was provided by the grant of a
mortgage on facilities having a carrying value of approximately $500 million.
LTV competes directly with domestic and foreign integrated flat rolled
carbon steel producers and indirectly with producers of plastics, aluminum and
other materials such as ceramics and wood which sometimes can be substituted
for flat rolled carbon steel in manufacturing and construction. LTV also
competes with minimills which are relatively efficient, low-cost producers that
generally produce steel from scrap in electric furnaces. Their participation
in steel markets has traditionally been limited to structural, plate, bar and
rod products. Recently developed thin slab casting technologies have allowed
minimills to enter certain flat rolled markets which have traditionally been
supplied by integrated producers. Certain companies, including Trico Steel
Company, L.L.C. ("Trico"), a 50% LTV-owned venture with Sumitomo Metal
Industries, Ltd. and British Steel plc, have begun construction of, announced
plans for, or have indicated that they are evaluating whether to construct
additional minimills to produce flat rolled products. LTV will continue to
require substantial funds in future years to maintain and improve its steel
operations in order to compete with steel substitutes, minimills and other
fully integrated steelmakers. Capital expenditures for the six months ended
June 30, 1995 totaled $84.1 million and for the full year are estimated to
total $235 million. LTV's investment in Trico for the six months ended June
30, 1995 totaled $24.9 million and for the full year is estimated to total $105
million.
ENVIRONMENTAL LIABILITIES AND RELATED COSTS
LTV is subject to changing and increasingly stringent environmental
standards and laws concerning air emissions, water discharges and waste
disposal in the normal course of conducting its business. The Company spent
$7.4 million during the first six months of 1995 for environmental clean-up and
related matters at operating and idled facilities, and at June 30, 1995, has a
recorded liability of $97.7 million for known and identifiable environmental
and related matters. The Company also spent $8.8 million in the first six
months of 1995 for environmental compliance-related capital expenditures and
expects it will be required to spend an average of approximately $40 million
annually in capital expenditures during the next five years to meet
environmental standards.
Estimates for future costs required for environmental compliance are
difficult to determine due to numerous uncertainties, including the evolving
nature of the regulations, the possible imposition of more stringent
requirements and the availability of new technologies. If any of the Company's
facilities are unable to meet required environmental standards, those
operations could be temporarily or permanently closed. The effect of the
outcome of these matters on the Company's future results of operations and
liquidity cannot be predicted because any such effect depends on future results
of operations and the amount and timing of the resolution of such matters.
While it is not possible to predict with certainty, management believes that
the ultimate resolution of such matters will not have a material adverse effect
on the consolidated financial position of the Company.
I-8
<PAGE> 10
OTHER MATTERS
The Company is continuing a comprehensive review relating to the redesign of
its business processes to strengthen customer focus and improve productivity.
As part of such effort, LTV recently reached a long-term agreement with a large
technology consulting organization to manage LTV's information systems and data
processing functions, effective mid-September 1995. This long-term agreement
is expected to increase LTV's overall competitiveness by enabling the Company
to concentrate more of its resources on the core business, while reducing
ongoing costs. One-time transitional costs related to the agreement could
approximate $6 million in the third quarter of 1995; however, this amount will
be principally offset by a gain related to unclaimed bankruptcy distributions
which is also expected to be recognized in the third quarter of 1995. LTV
expects that this multi-faceted business processes review will identify other
current processes which can be improved to enhance customer service, and that
the resulting process redesigns will lead to a reduction in the number of
employees and a reduction of future ongoing expense levels. Currently, LTV is
unable to determine the amount and timing of potential future cost savings or
other charges related to the effects of these various efforts.
I-9
<PAGE> 11
PART II
ITEM 1. LEGAL PROCEEDINGS.
The U. S. Department of Justice has indicated to the Company that it is
preparing on behalf of the U.S. EPA to file litigation in federal court against
LTV Steel Company, Inc. ("LTV Steel") alleging violations of the Clean Air Act
in connection with certain prior operations at LTV Steel's Chicago Coke Plant.
The threatened litigation relates to an earlier Notice of Violation issued by
the U.S. EPA in connection with operations at the plant which was described in
the Company's Report on Form 10-K for the year ended December 31, 1994. The
government has offered to settle the matter for $3.5 million in civil penalties
and unspecified injunctive relief. Discussions with the government regarding
settlement are continuing.
ITEM 5. OTHER INFORMATION
REQUIRED APPROVAL FOR CERTAIN PURCHASES OF
COMMON STOCK AND SERIES A WARRANTS
For the purpose of preserving LTV's ability to utilize certain
favorable tax attributes, Article Ninth of LTV's Restated Certificate of
Incorporation prohibits, with certain limited exceptions, any unapproved
acquisition of Common Stock or Series A Warrants that would cause the ownership
interest percentage of the acquirer or any other person to increase to 4.5% or
above. A person's ownership interest percentage for purposes of Article Ninth
is determined by reference to specified federal income tax principles,
including attribution of shares from certain related parties, deemed exercise
of rights to acquire stock (such as the Company's Series A Warrants) and
aggregation of shares purchased by persons acting in concert. PURCHASES OF
COMMON STOCK OR SERIES A WARRANTS FROM ANY PERSON OTHER THAN THE COMPANY ARE
SUBJECT TO THE LIMITATIONS IMPOSED BY ARTICLE NINTH, AND ANY UNAPPROVED
PURCHASE IN EXCESS OF THE AMOUNTS PERMITTED BY ARTICLE NINTH WILL BE VOID AB
INITIO. A PROSPECTIVE PURCHASER OF COMMON STOCK OR SERIES A WARRANTS WHO
BELIEVES THAT IT MAY BE SUBJECT TO THE LIMITATIONS IMPOSED BY ARTICLE NINTH
SHOULD CONSULT WITH THEIR ADVISORS OR LTV IN ADVANCE OF ACQUIRING SUCH
SECURITIES TO DETERMINE IF ADVANCE APPROVAL MUST BE OBTAINED FROM LTV'S BOARD
OF DIRECTORS.
ITEM 6. EXHIBITS AND REPORTS ON 8-K
(a) Exhibits
Certain of the exhibits to this Report are hereby incorporated by
reference, as specified below, to other documents filed with the Commission by
LTV. Exhibit designations below correspond to the numbers assigned to exhibit
classifications in Regulation S-K.
(10)-(1) - LTV Executive Benefit Plan as amended and restated
effective January 1, 1985 (incorporated herein by
reference to Exhibit (10)(c)-(2) to LTV's Report on
Form 10-K for the year ended December 31, 1985)
II-1
<PAGE> 12
(10)-(2) - Amendment to LTV Executive Benefit Plan adopted
November 20, 1987 (incorporated herein by reference to
Exhibit (10)(c)-(3) to LTV's Report on Form 10-K for
the year ended December 31, 1987)
(10)-(3) - LTV Excess Benefit Plan dated as of January 1, 1985
(incorporated herein by reference to Exhibit
(10)(c)-(5) to LTV's Report on Form 10-K for the year
ended December 31, 1984)
(10)-(4) - Employment Agreement dated February 1, 1991, between
LTV and David H. Hoag (incorporated herein by
reference to Exhibit (10)(c)-(9) to LTV's Report on
Form 10-K for the year ended December 31, 1990)
(10)-(5) - Settlement Agreement dated as of June 28, 1993 between
LTV, the PBGC, the Initial LTV Group (as defined in the
Settlement Agreement) and LTV, as Administrator of the
Restored Plans (incorporated herein by reference to
Exhibit 10.10 to LTV's Report on Form 10-Q for the
quarter ended June 30, 1993)
(10)-(6) - Assignment, Pledge and Security Agreement dated as of
June 28, 1993 between LTV Steel Company, Inc. and the
PBGC (incorporated herein by reference to Exhibit 10.11
to LTV's Report on Form 10-Q for the quarter ended June
30, 1993)
(10)-(7) - Securities Purchase Agreement dated as of May 26, 1993
by and among LTV, LTV Steel Company, Inc. and SMI
America, Inc. (incorporated herein by reference to
Exhibit 2 to SMI America, Inc.'s 13D Filing)
(10)-(8) - Common Stock Registration Rights Agreement dated as of
June 28, 1993 by and between LTV and SMI America, Inc.
(incorporated herein by reference to Exhibit 5 to SMI
America, Inc.'s 13D Filing)
(10)-(9) - Consultation and Management Participation Agreement
dated as of June 28, 1993 between LTV and Sumitomo Metal
Industries, Ltd. (incorporated herein by reference to
Exhibit 6 to SMI America, Inc.'s 13D Filing)
(10)-(10) - L-S Exchange Right and Security Agreement dated as of
June 28, 1993 by and among LTV/EGL Holding Company,
Sumikin EGL Corp., LTV, SMI America Inc., and Sumitomo
Metal USA Corporation (incorporated herein by reference
to Exhibit 7 to SMI America, Inc.'s 13D Filing)
(10)-(11) - Letter of Credit Agreement dated as of October 12,
1994 among LTV Steel Company, Inc., Continental Emsco
Company, LTV Steel Mining Company, LTV Steel Tubular
Products Company, LTV, various financial institutions
and BT Commercial Corporation (incorporated herein by
reference to Exhibit (10)-(12) to LTV's Report on Form
10-Q for the quarter ended September 30, 1994)
II-2
<PAGE> 13
(10)-(12) - Subsidiary Guaranty dated as of October 12, 1994 by
Georgia Tubing Corporation, Youngstown Erie
Corporation, Erie B Corporation and Erie I Corporation
for the benefit of BT Commercial Corporation as agent
(incorporated herein by reference to Exhibit (10)-(13)
to LTV's Report on Form 10-Q for the quarter ended
September 30, 1994)
(10)-(13) - Collateral Account Agreement dated as of October 12,
1994 among LTV Steel Company, Inc., Continental Emsco
Company, LTV Steel Mining Company, LTV Steel Tubular
Products, LTV and BT Commercial Corporation as
collateral agent (incorporated herein by reference to
Exhibit (10)-(14) to LTV's Report on Form 10-Q for the
quarter ended September 30, 1994)
(10)-(14) - Inventory Security Agreement dated as of June 28,
1993 and amended and restated as of October 12, 1994
among LTV, LTV Steel Company, Inc., LTV Steel Mining
Company, Continental Emsco Company, LTV Steel Tubular
Products Company and BT Commercial Corporation as agent
(incorporated herein by reference to Exhibit (10)-(15)
to LTV's Report on Form 10-Q for the quarter ended
September 30, 1994)
(10)-(15) - Inventory Intercreditor Agreement dated as of June 28,
1993 and amended and restated as of October 12, 1994
among BT Commercial Corporation as agent for the
Lenders and SMI America, Inc. as agent for the
Noteholders (incorporated herein by reference to
Exhibit (10)-(16) to LTV's Report on Form 10-Q for the
quarter ended September 30, 1994)
(10)-(16) - Intercreditor Collateral Account Agreement dated as of
October 12, 1994 by and among LTV Steel Company, Inc.,
LTV and BT Commercial Corporation (incorporated herein
by reference to Exhibit (10)-(17) to LTV's Report on
Form 10-Q for the quarter ended September 30, 1994)
(10)-(17) - Pledge Agreement dated as of October 12, 1994 between
LTV, LTV Steel Company, Inc., Continental Emsco
Company, LTV Steel Tubular Products Company, Georgia
Tubing Corporation and BT Commercial Corporation
(incorporated herein by reference to Exhibit (10)-(18)
to LTV's Report on Form 10-Q for the quarter ended
September 30, 1994)
(10)-(18) - Amended and Restated Subordination Agreement
dated as of June 28, 1993 and amended and restated as
of October 12, 1994 among the PBGC, BT Commercial
Corporation and Chemical Bank (incorporated herein by
reference to Exhibit (10)-(19) to LTV's Report on Form
10-Q for the quarter ended September 30, 1994)
II-3
<PAGE> 14
(10)-(19) - Amendments Nos. 1 and 2 to the Securities Purchase
Agreement dated as of May 26, 1993 among LTV, LTV Steel
Company, Inc. and SMI America, Inc. (incorporated
herein by reference to Exhibit (10)-(20) to LTV's
Report on Form 10-Q for the quarter ended September 30,
1994)
(10)-(20) - Amendments Nos. 1 through 4 to the Settlement Agreement
dated as of June 28, 1993 by and among the PBGC, LTV,
the Initial LTV Group (as defined in the Settlement
Agreement) and LTV, as Administrator of the Restored
Plans (incorporated herein by reference to Exhibit
(10)-(21) to LTV's Report on Form 10-Q for the quarter
ended September 30, 1994)
(10)-(21) - Revolving Credit Agreement dated as of October 12, 1994
among LTV Sales Finance Company, the financial
institutions parties thereto as banks, the issuing
banks, the facility agent and collateral agent
(incorporated herein by reference to Exhibit (10)-(22)
to LTV's Report on Form 10-Q for the quarter ended
September 30, 1994)
(10)-(22) - Receivables Purchase and Sale Agreement dated as of
October 12, 1994 among LTV, LTV Steel Company, Inc.,
Continental Emsco Company, LTV Steel Tubular Products
Company, Georgia Tubing Corporation and LTV Sales
Finance Company (incorporated herein by reference to
Exhibit (10)-(23) to LTV's Report on Form 10-Q for the
quarter ended September 30, 1994)
(10)-(23) - Accession Agreement dated as of October 12, 1994 among
LTV Sales Finance Company, the financial institutions
listed on the signature pages thereof, the issuing bank
named thereon, and Bankers Trust Company as facility
agent and collateral agent (incorporated herein by
reference to Exhibit (10)-(24) to LTV's Report on Form
10-Q for the quarter ended September 30, 1994)
(10)-(24) - Trust Termination Acknowledgment and Agreement, dated
October 12, 1994, between LTV Sales Finance Company and
Wilmington Trust Company (incorporated herein by
reference to Exhibit (10)-(25) to LTV's Report on Form
10-Q for the quarter ended September 30, 1994)
(10)-(25) - Assignment and Transfer Agreement, dated as of October
12, 1994, by and between LTV Master Receivables Trust
and LTV Sales Finance Company (incorporated herein by
reference to Exhibit (10)-(26) to LTV's Report on Form
10-Q for the quarter ended September 30, 1994)
(10)-(26) - Collateral Trust Agreement dated as of May 25, 1993
among LTV, LTV Steel Company, Inc., United Steelworkers
of America and Bank One Ohio Trust Company, NA, as
Collateral Trustee (incorporated herein by reference to
Exhibit 10.33 to LTV's Report on Form 10-Q for the
quarter ended June 30, 1993)
II-4
<PAGE> 15
(10)-(27) - Open--2nd Mortgage, Security Agreement and Fixture
Filing dated as of June 28, 1993 by LTV Steel Company,
Inc. to Bank One Ohio Trust Company, N.A. (incorporated
herein by reference to Exhibit 10.34 to LTV's Report on
Form 10-Q for the quarter ended June 30, 1993)
(10)-(28) - License Agreement dated as of June 28, 1993 between LTV
Steel Company, Inc. and Bank One Ohio Trust Company,
N.A. (incorporated herein by reference to Exhibit
10.35 to LTV's Report on Form 10-Q for the quarter
ended June 30, 1993)
(10)-(29) - Warrant Agreement dated as of June 28, 1993 between LTV
and Society National Bank, as Warrant Agent
(incorporated herein by reference to Exhibit 10.37 to
LTV's Report on Form 10-Q for the quarter ended June
30, 1993.
(10)-(30) - Settlement Agreement and Stipulated Order on behalf of
the United States of America on behalf of the United
States Environmental Protection Agency approved by the
United States Bankruptcy Court Southern District of New
York (the "Court") on April 15, 1993 and supplemented
by Exhibit 10.38 below (incorporated herein by
reference to Exhibit 10.38 to LTV's Report on Form 10-Q
for the quarter ended June 30, 1993)
(10)-(31) - Second Settlement Agreement and Stipulated Order
supplementing 10.36 above and approved by the Court on
May 19, 1993 (incorporated by reference to Exhibit
10.39 to LTV's Registration Statement on Form S-1
(Registration No. 33-50217))
(10)-(32) - Settlement Agreement and Stipulated Order on behalf of
the State of Minnesota approved by the Court on May 19,
1993 (incorporated herein by reference to Exhibit 10.39
to LTV's Report on Form 10-Q for the quarter ended June
30, 1993)
(10)-(33) - Settlement Agreement and Stipulated Order on behalf of
the State of Indiana on behalf of the Indiana
Department of Environmental Management approved by the
Court on May 24, 1993 (incorporated herein by reference
to Exhibit 10.40 to LTV's Report on Form 10-Q for the
quarter ended June 30, 1993)
(10)-(34) - Settlement Agreement and Stipulated Order on behalf of
the State of New York and approved by the Court on May
24, 1993 (incorporated herein by reference to Exhibit
10.42 to LTV's Report on Form 10-Q for the quarter
ended June 30, 1993)
(10)-(35) - Settlement Agreement and Stipulated Order on behalf of
the State of Connecticut and approved by the Court on
May 19, 1993 (incorporated herein by reference to
Exhibit 10.43 to LTV's Report on Form 10-Q for the
quarter ended June 30, 1993)
II-5
<PAGE> 16
(10)-(36) - Settlement Agreement and Stipulated Order on
behalf of the Commonwealth of Pennsylvania and approved
by the Court on May 24, 1993 (incorporated herein by
reference to Exhibit 10.44 to LTV's Report on Form
10-Q for the quarter ended June 30, 1993)
(10)-(37) - Settlement Agreement and Stipulated Order on behalf of
the State of Ohio on behalf of the Ohio Environmental
Protection Agency and approved by the Court on May 24,
1993 (incorporated herein by reference to Exhibit 10.45
to LTV's Report on Form 10-Q for the quarter ended June
30, 1993)
(10)-(38) - Settlement Agreement and Stipulated Order on behalf of
the State of Georgia and approved by the Court on May
24, 1993 (incorporated herein by reference to Exhibit
10.46 to LTV's Report on Form 10-Q for the quarter
ended June 30, 1993)
(10)-(39) - Closing Agreement Between LTV, its subsidiaries
and the Commissioner of Internal Revenue as filed with
the United States Bankruptcy Court for the Southern
District of New York on May 14, 1993 (incorporated
herein by reference to Exhibit 10.47 to LTV's Report on
Form 10-Q for the quarter ended June 30, 1993)
(10)-(40) - The LTV Corporation Non-Employee Directors Stock
Option Plan adopted on October 22, 1993 (incorporated
herein by reference to Exhibit 10.49 to Amendment No.
2 to LTV's Registration Statement on Form S-1
[Registration No. 33-50217])
(10)-(41) - Amendment to LTV Executive Benefit Plan adopted
October 22, 1993 (incorporated herein by reference to
Exhibit 10.50 to Amendment No. 2 to LTV's Registration
Statement on Form S-1 [Registration No. 33-50217])
(10)-(42) - LTV Executive Benefit Trust Agreement approved on
October 22, 1993 (incorporated herein by reference to
Exhibit 10.51 to Amendment No. 2 to LTV's Registration
Statement on Form S-1 [Registration No. 33-50217])
(10)-(43) - The LTV Corporation Supplemental Management Retirement
Plan adopted on October 22, 1993 (incorporated herein by
reference to Exhibit 10.52 to Amendment No. 2 to LTV's
Registration Statement on Form S-1 [Registration No.
33-50217])
(10)-(44) - The LTV Corporation Supplemental Management Retirement
Trust Agreement approved on October 22, 1993
(incorporated herein by reference to Exhibit 10.53 to
Amendment No. 2 to LTV's Registration Statement on
Form S-1 [Registration No. 33-50217])
(10)-(45) - The LTV Corporation Management Incentive Program as
amended on January 28, 1994 (incorporated by reference
to Exhibit (10)-(53)
II-6
<PAGE> 17
to LTV's Report on Form 10-K for the year ended
December 31, 1993)
(10)-(46) - Amendment to The LTV Corporation Supplemental
Management Retirement Plan adopted on January 28, 1994
(incorporated by reference to Exhibit (10)-(54) to
LTV's Report on Form 10-K for the year ended December
31, 1993)
(10)-(47) - Amendment to LTV Executive Benefit Plan adopted
October 28, 1994 (incorporated herein by reference to
Exhibit (10)-(48) to LTV's Report on Form 10-Q for the
quarter ended September 30, 1994)
(10)-(48) - Amendment to The LTV Corporation Management
Incentive Program adopted October 28, 1994
(incorporated herein by reference to Exhibit (10)-(49)
to LTV's Report on Form 10-Q for the quarter ended
September 30, 1994)
(10)-(49) - Amendment to The LTV Corporation Non-Employee
Directors Stock Option Plan adopted October 28, 1994
(incorporated herein by reference to Exhibit (10)-(50)
to LTV's Report on Form 10-Q for the quarter ended
September 30, 1994)
(10)-(50) - Amendment to The LTV Corporation Supplemental
Management Retirement Plan adopted on October 28, 1994
(incorporated herein by reference to Exhibit (10)-(51)
to LTV's Report on Form 10-Q for the quarter ended
September 30, 1994)
(10)-(51) - The LTV Corporation Non-Employee Directors' Equity
Compensation Plan (incorporated herein by reference to
Exhibit 4.3 to LTV's Registration Statement on Form
S-8 [Registration No. 33-56857])
(10)-(52) - The LTV Corporation Non-Employee Directors' Deferred
Compensation Plan (incorporated herein by reference to
Exhibit (10)-(53) to LTV's Report on Form 10-K for the
year ended December 31, 1994)
(10)-(53) - The LTV Corporation Executive Deferred Compensation
Plan (incorporated herein by reference to Exhibit
(10)-(54) to LTV's Report on Form 10-K for the year
ended December 31, 1994)
(10)-(54) - Amendment No. 5 to the Settlement Agreement dated as
of June 28, 1993 by and among the PBGC, LTV, the
Initial LTV Group and LTV, as Administrator of the
Restored Plans (incorporated herein by reference to
Exhibit (10)-(55) to LTV's Report on Form 10-K for the
year ended December 31, 1994)
(10)-(55) - The Hourly Employee Stock Payment Alternative Plan
(incorporated herein by reference to Exhibit 4.3 to
LTV's Registration Statement on Form S-8 [Registration
No. 33-56861])
II-7
<PAGE> 18
(11) - Statement re computation of Per Share Earnings
(filed herewith)
(27) - Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K.
No report on Form 8-K was filed by the registrant for the relevant
period.
II-8
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE LTV CORPORATION
-----------------------------
(Registrant)
By Arthur W. Huge
-----------------------------
Arthur W. Huge
Senior Vice President
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: July 28, 1995
----------------------------
II-9
<PAGE> 1
<TABLE>
Page 1 of 2
Exhibit (11)
THE LTV CORPORATION
Calculation of Primary Earnings Per Share (EPS)
(Dollar amounts in millions except for EPS)
(Share data in thousands)
<CAPTION>
Three Months Ended June 30,
---------------------------------------------------------------------------
1995 1994
---------------------------------- ----------------------------------
Shares Amount EPS Shares Amount EPS
-------- ---------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 64.6 $ 38.7
Preferred stock dividend requirements (0.5) (0.5)
---------- -------
64.1 38.2
Share base:
Average Common Stock outstanding 105,308 91,614
Common Stock equivalent shares
resulting from outstanding Series A
Warrants, Stock Options,
Restricted Stock and other 11 4
Common Stock issuable upon
conversion of Series B
Preferred Stock 2,926 0.5 2,926 0.5
-------- ---------- ------- -------
108,245 $ 64.6 94,544 $ 38.7
======== ========== ======= =======
PRIMARY EARNINGS (LOSS) PER SHARE:
Continuing operations $ 0.59 $ 0.41
Discontinued operations (0.08) (0.01)
-------- --------
Net income $ 0.51 $ 0.40
======== ========
<CAPTION>
Six Months Ended June 30,
---------------------------------------------------------------------------
1995 1994
---------------------------------- ----------------------------------
Shares Amount EPS Shares Amount EPS
-------- ---------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 115.5 $ 54.8
Preferred stock dividend requirements (1.1) (1.1)
---------- -------
114.4 53.7
Share base:
Average Common Stock outstanding 105,307 91,605
Common Stock equivalent shares
resulting from outstanding Series A
Warrants, Stock Options,
Restricted Stock and other 9 51
Common Stock issuable upon
conversion of Series B
Preferred Stock 2,926 1.1 2,926 1.1
-------- ---------- ------- -------
108,242 $ 115.5 94,582 $ 54.8
======== ========== ======= =======
PRIMARY EARNINGS (LOSS) PER SHARE:
Continuing operations $ 1.07 $ 0.58
Discontinued operations (0.08) (0.02)
-------- --------
Net income $ 0.99 $ 0.56
======== ========
</TABLE>
<PAGE> 2
<TABLE>
Page 2 of 2
Exhibit (11)
THE LTV CORPORATION
Calculation of Fully Diluted Earnings Per Share (EPS)
(Dollar amounts in millions except for EPS)
(Share data in thousands)
<CAPTION>
Three Months Ended June 30,
---------------------------------------------------------------------------
1995 1994
---------------------------------- ----------------------------------
Shares Amount EPS Shares Amount EPS
-------- ---------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 64.6 $ 38.7
Preferred stock dividend requirements (0.5) (0.5)
---------- -------
64.1 38.2
Share base:
Average Common Stock outstanding 105,308 91,614
Common Stock equivalent shares
resulting from outstanding Series A
Warrants, Stock Options,
Restricted Stock and other 13 5
Common Stock issuable upon
conversion of Series B
Preferred Stock 2,926 0.5 2,926 0.5
Common Stock issuable upon
conversion of Senior Secured
Convertible Notes 5,128 1.3 5,128 1.3
-------- ---------- ------- -------
113,375 $ 65.9 99,673 $ 40.0
======== ========== ======= =======
FULLY DILUTED EARNINGS (LOSS) PER SHARE:
Continuing operations $ 0.58 $ 0.40
Discontinued operations (0.08) (0.01)
-------- --------
Net income $ 0.50 $ 0.39
======== ========
<CAPTION>
Six Months Ended June 30,
---------------------------------------------------------------------------
1995 1994
---------------------------------- ----------------------------------
Shares Amount EPS Shares Amount EPS
-------- ---------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 115.5 $ 54.8
Preferred stock dividend requirements (1.1) (1.1)
---------- -------
114.4 53.7
Share base:
Average Common Stock outstanding 105,307 91,605
Common Stock equivalent shares
resulting from outstanding Series A
Warrants, Stock Options,
Restricted Stock and other 12 52
Common Stock issuable upon
conversion of Series B
Preferred Stock 2,926 1.1 2,926 1.1
Common Stock issuable upon
conversion of Senior Secured
Convertible Notes 5,128 2.6 5,128 2.6
-------- ---------- ------- -------
113,373 $ 118.1 99,711 $ 57.4
======== ========== ======= =======
FULLY DILUTED EARNINGS (LOSS) PER SHARE:
Continuing operations $ 1.04 $ 0.58
Discontinued operations (0.08) (0.02)
-------- --------
Net income $ 0.96 $ 0.56
======== ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 285
<SECURITIES> 480
<RECEIVABLES> 434
<ALLOWANCES> 20
<INVENTORY> 805
<CURRENT-ASSETS> 2,074
<PP&E> 3,556
<DEPRECIATION> 411
<TOTAL-ASSETS> 5,512
<CURRENT-LIABILITIES> 878
<BONDS> 0
<COMMON> 53
0
1
<OTHER-SE> 1,375
<TOTAL-LIABILITY-AND-EQUITY> 5,512
<SALES> 2,198
<TOTAL-REVENUES> 2,198
<CGS> 1,832
<TOTAL-COSTS> 2,028
<OTHER-EXPENSES> (23)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6
<INCOME-PRETAX> 187
<INCOME-TAX> 72
<INCOME-CONTINUING> 116
<DISCONTINUED> (9)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 107
<EPS-PRIMARY> 0.99
<EPS-DILUTED> 0.96
</TABLE>
