<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 March 31, 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.
104,774,948 shares of common stock
----------------------------------
(as of April 21, 1995)
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<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE LTV CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(in millions, except per share data)
(Unaudited)
Three Months Ended
March 31,
-------------------------------------
1995 1994
------------- -------------
<S> <C> <C>
NET SALES $ 1,161.5 $ 1,064.9
Operating costs and expenses:
Cost of products sold 974.8 938.1
Depreciation and amortization 65.4 62.1
Selling, general and administrative 46.6 46.3
------------ -----------
Total 1,086.8 1,046.5
------------ -----------
OPERATING INCOME 74.7 18.4
Interest expense (3.3) (5.3)
Interest and other income 11.3 4.1
------------ -----------
Income before income taxes 82.7 17.2
Income tax provision:
Taxes (payable) refundable (0.5) 4.1
Taxes not payable in cash (31.0) (6.0)
------------ -----------
Total (31.5) (1.9)
------------ -----------
NET INCOME $ 51.2 $ 15.3
============ ===========
EARNINGS PER SHARE:
Primary $ 0.47 $ 0.16
============ ===========
Fully diluted $ 0.46 $ 0.16
============ ===========
<FN>
_____________
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>
THE LTV CORPORATION
CONSOLIDATED BALANCE SHEET
(in millions, except share data)
March 31, December 31,
1995 1994
--------------- ---------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 274.1 $ 335.4
Marketable securities 362.6 357.5
---------- -----------
636.7 692.9
Receivables, less allowance for doubtful accounts 487.6 518.4
Inventories:
Products 636.8 573.5
Materials, purchased parts and supplies 215.6 247.2
---------- -----------
Total inventories 852.4 820.7
Prepaid expenses, deposits and other 34.2 35.8
---------- -----------
Total current assets 2,010.9 2,067.8
---------- -----------
INVESTMENTS AND OTHER NONCURRENT ASSETS 278.5 313.4
PROPERTY, PLANT AND EQUIPMENT 3,538.3 3,508.6
Less allowance for depreciation (360.1) (300.6)
---------- -----------
Total property, plant and equipment 3,178.2 3,208.0
---------- -----------
$ 5,467.6 $ 5,589.2
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 268.4 $ 286.9
Accrued employee compensation and benefits 403.5 401.2
Other accrued liabilities 198.3 191.5
---------- -----------
Total current liabilities 870.2 879.6
---------- -----------
NONCURRENT LIABILITIES
Long-term debt 191.9 190.3
Postemployment health care and other insurance benefits 1,654.1 1,646.1
Pension benefits 977.4 1,138.7
Other 435.2 451.7
---------- -----------
Total noncurrent liabilities 3,258.6 3,426.8
---------- -----------
SHAREHOLDERS' EQUITY
Convertible preferred stock (stated value $50.0 million) 0.5 0.5
Common stock (par value of $0.50 per share) 53.0 53.0
Additional paid-in capital 877.0 872.8
Retained earnings 417.4 366.7
Minimum pension liability adjustment (5.8) (5.8)
Other (3.3) (4.4)
---------- -----------
Total shareholders' equity 1,338.8 1,282.8
---------- -----------
$ 5,467.6 $ 5,589.2
========== ===========
<FN>
_____________
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>
THE LTV CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(Unaudited)
Three Months Ended
March 31,
------------------------------------
1995 1994
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 51.2 $ 15.3
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Proceeds from antitrust litigation - 171.0
Depreciation and amortization 65.4 62.1
Income tax provision not payable in cash 31.0 6.0
Defined benefit pension expense 29.0 28.0
Changes in assets and liabilities (19.8) 6.5
Other 10.0 3.1
------------ -------------
Net cash provided by operating activities 166.8 292.0
------------ -------------
INVESTING ACTIVITIES
Property additions, excluding capitalized lease assets (37.5) (41.1)
Proceeds from dispositions of businesses and property 5.1 5.4
Net purchases of marketable securities (5.1) -
Other (5.2) (3.7)
------------ -------------
Net cash used in investing activities (42.7) (39.4)
------------ -------------
FINANCING ACTIVITIES
Pension funding to restored plans (184.4) (221.0)
Principal payments on long-term debt (0.5) (0.4)
Preferred dividends paid (0.6) (0.6)
Other 0.1 -
------------ -------------
Net cash used in financing activities (185.4) (222.0)
------------ -------------
Net increase (decrease) in cash and cash equivalents (61.3) 30.6
Cash and cash equivalents at beginning of period 335.4 406.3
------------ -------------
Cash and cash equivalents at end of period $ 274.1 $ 436.9
============ =============
<FN>
__________
See notes to consolidated financial statements.
</TABLE>
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<PAGE> 5
THE LTV CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 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) - The Company's income tax provision was $31.5 million in the first
quarter of 1995 compared with $1.9 million in 1994. The effective tax rate
of 11% in the first quarter 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 quarter income tax provisions are federal
and state income tax expense amounts of $31.0 million and $6.0 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 are being 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 (3) - The primary earnings per share calculation for the first quarter of
1995 was based on average common and common equivalent shares outstanding of
108.7 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 calculation for the first quarter of 1995 was based on
average fully diluted shares outstanding of 113.9 million. Fully diluted
shares were determined by increasing the primary shares outstanding to reflect
the Common Stock issuable upon conversion of the convertible notes.
Primary and fully diluted earnings per share calculations for the quarter
ended March 31, 1994 were based on average shares outstanding of 91.8 million
during the period. Potentially dilutive securities were not included in the
primary and fully diluted shares used for the earnings per share calculations
because they would have been antidilutive.
<TABLE>
NOTE (4) - Supplemental cash flow information is presented as follows (in
millions):
<CAPTION>
Three Months Ended
March 31,
--------------------------------------
1995 1994
------------ -------------
<S> <C> <C>
Interest payments $ 0.9 $ 2.2
Income tax payments 0.4 0.5
Capitalized interest 1.8 1.1
Capitalized lease obligations incurred 0.3 0.6
Marketable securities:
Purchases 837.8 -
Unrealized gains 1.0 -
Sales and maturities 833.7 -
</TABLE>
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<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------------------------
1995 1994
------------ ------------
(in millions)
<S> <C> <C>
Sales:
Steel $ 1,084.9 $ 995.1
Energy products 76.8 70.8
Sales between segments (0.2) (1.0)
------------ ------------
Total $ 1,161.5 $ 1,064.9
============ ============
Operating income (loss):
Steel $ 76.9 $ 21.0
Energy products 0.9 (0.3)
Corporate (3.1) (2.3)
------------ ------------
Operating income 74.7 18.4
Interest expense (3.3) (5.3)
Interest and other income 11.3 4.1
Income tax provision (31.5) (1.9)
------------ ------------
Net income $ 51.2 $ 15.3
============ ============
</TABLE>
RESULTS OF OPERATIONS - FIRST QUARTER 1995 COMPARED WITH FIRST QUARTER 1994
Steel
- -----
Steel sales of $1.08 billion in the first quarter of 1995 increased by $90
million (9%) from the first quarter of 1994. First quarter 1995 steel
shipments of 1.97 million tons increased by 31,000 tons (2%) from the first
quarter of 1994. The improvements reflected a more favorable pricing
environment and increased demand from the Company's major markets.
Hot and cold flat rolled product sales of $546.5 million were approximately
7% higher in the first quarter of 1995 over 1994, reflecting a 1% increase in
shipments and an increase in average selling prices. Galvanized product sales
of $330.5 million were 13% higher in the first quarter of 1995, reflecting a 3%
increase in shipments and an increase in average selling prices. Tin mill
product sales of $96.8 million were 1% higher in the first quarter of 1995,
reflecting a 3% decrease in shipments offset by an increase in average selling
prices. Tubular product sales of $81.8 million, consisting primarily of
electrical conduit, electric weld pipe and welded tubing, were 22% higher in
the first quarter of 1995, reflecting a 16% increase in shipments and an
increase in average selling prices. Nonsteel sales in the first quarter of
1995 of $29.3 million were $1.3 million higher than the first quarter of 1994.
Raw steel production of 2.20 million tons in the first quarter of 1995
increased by 173,000 tons (9%) compared with the first quarter of 1994. The
average operating rate at the Company's steelmaking facilities during the first
quarter of 1995 was 107% compared with 99% in 1994. Production in the 1994
first quarter was impacted by the extremely cold weather conditions experienced
at the operating units.
The operating income in the first quarter of 1995 was $76.9 million, an
improvement of $55.9 million from the 1994 first quarter. The improvement in
operating income was primarily due to higher average selling prices, improved
marketing strategies, increased shipments and the impact of productivity
initiatives. The 1995 results were favorably impacted by operating performance
improvements achieved through the Cleveland Works' continuous steel casting and
rolling complex which became fully operational in the second quarter of 1994,
partially offset by additional costs related to the June 1994 labor agreement
with the United Steelworkers of America ("USWA"). The 1994 results were
favorably impacted by gains related to various tax settlements and
divestitures, partially offset by additional costs related to extremely cold
weather conditions.
I-5
<PAGE> 7
Energy Products
- ---------------
Sales of $77 million for the first quarter of 1995 were $6 million higher
than sales in the first quarter of 1994. The group reported operating income
of $0.9 million for the first quarter of 1995 versus an operating loss of $0.3
million for the first quarter of 1994. The improvement in operating income was
due to higher sales and lower selling, general and administrative expenses.
Corporate
- ---------
Corporate expenses in the first quarter of 1995 of $3.1 million were $0.8
million more than in the first quarter of 1994, primarily due to the receipt of
a Texas franchise tax refund of $0.6 million in the first quarter of 1994.
RESULTS OF OPERATIONS - OTHER ITEMS
Interest Expense
- ----------------
Interest expense of $3.3 million in the first quarter of 1995 decreased by
$2.0 million from the first quarter of 1994. The decrease in interest expense
resulted primarily from a reduction in fees on credit facilities and an
increase in the amount of interest capitalized in the first quarter of 1995
versus the first quarter of 1994.
Interest and Other Income
- -------------------------
Interest and other income of $11.3 million in the first quarter of 1995
increased by $7.2 million from the first quarter of 1994 primarily due to
higher interest income because of higher invested cash and marketable
securities' balances and higher interest rates.
Income Taxes
- ------------
For information regarding income taxes, see Note (2) to the consolidated
financial statements.
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 three months of 1995, cash provided by operating activities
amounted to $166.8 million. Major uses of cash during the first three months
of 1995 consisted primarily of contributions to the Company's restored pension
plans of $184.4 million and capital expenditures of $37.5 million. The
Company's pension plan contributions increased funding levels to approximately
65%. Since December 31, 1994, total cash, cash equivalents and marketable
securities have decreased by $56.2 million to $636.7 million at March 31, 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 March 31, 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 March 31, 1995, letters of credit totaling $88.2
million were outstanding under this facility.
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, $40.7 million of
retained earnings are available for Common Stock dividend payments at March 31,
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.
I-6
<PAGE> 8
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 ($200 million at March 31, 1995 and increasing to $250 million on June 28,
1995) 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 three months ended
March 31, 1995 totaled $37.5 million and for the full year are estimated to
total $235 million. LTV's investment in Trico for the three months ended March
31, 1995 totaled $0.9 million and for the full year is estimated to total $120
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
approximately $1.9 million during the first three months of 1995 for
environmental clean-up and related matters at operating and idled facilities,
and at March 31, 1995, has a recorded liability of $104.3 million for known and
identifiable environmental and related matters. The Company also spent
approximately $3.5 million in the first three 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.
OTHER MATTERS
The Company is continuing a comprehensive review relating to the redesign of
its business processes to strengthen customer focus and improve productivity.
LTV expects that this review will identify many current processes which can be
improved to enhance customer value, and that the resulting process redesigns
will lead to a reduction in the number of employees and future ongoing expense
levels. Until such study is complete, LTV is unable to determine the amount
and timing of potential future cost savings or charges related to the effects
of this effort.
As announced in January 1995, LTV has been working with an outside
advisor to examine strategic alternatives for its energy products segment,
Continental Emsco Company. These alternatives could include the possible sale
or merger of the business with other entities. Several entities have submitted
proposals for the purchase of Continental Emsco Company, and discussions are
underway with principals of these firms which will allow LTV to evaluate which
options are in the long-term best interest of its shareholders.
I-7
<PAGE> 9
PART II
ITEM 1. LEGAL PROCEEDINGS.
IDEM - Indiana Harbor Works
In April 1995, LTV Steel Company, Inc., a wholly owned subsidiary of the
Company, received a Notice of Violation ("NOV") issued by the Indiana
Department of Environmental Management ("IDEM") which alleges that releases of
contaminants onto and beneath the ground have occurred at the Indiana Harbor
Works in violation of applicable environmental regulations. IDEM is seeking to
have the subsidiary undertake a comprehensive remediation program to clean up
the alleged on-ground and below ground contamination at the facility. The NOV
is broad-based and, depending upon the nature of the remediation program that
might be imposed upon the subsidiary and IDEM's authority to require a
comprehensive clean-up, the cost of such work could be substantial.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The annual meeting of stockholders was held April 28, 1995. In connection
with the meeting, proxies were solicited pursuant to the Securities Exchange
Act. The following are the voting results on proposals considered and voted
upon at the meeting, all of which were described in the proxy statement.
<TABLE>
1. All five nominees for director listed in the proxy statement were elected.
Name Votes For Votes Withheld
- ---- --------- --------------
<S> <C> <C>
Colin C. Blaydon 88,351,256 786,873
William H. Bricker 88,306,955 831,174
M. Thomas Moore 88,340,240 797,889
Harold A. Poling 88,319,447 818,682
Vincent A. Sarni 88,313,499 824,630
</TABLE>
2. The proposal to approve The LTV Corporation Non-Employee Directors' Equity
Compensation Plan passed. (For 85,660,336; against 2,966,566; abstained
511,227)
3. The proposal to approve The LTV Corporation Non-Employee Directors'
Deferred Compensation Plan passed. (For 85,112,620; against 3,453,120;
abstained 572,389)
4. The proposal to approve The LTV Corporation Executive Deferred Compensation
Plan passed. (For 85,416,793; against 3,181,584; abstained 539,752)
5. The proposal to ratify the selection of Ernst & Young as LTV's outside
auditors for 1995 passed. (For 88,173,344; against 654,033; abstained
310,752)
6. The stockholder proposal to make revisions in the Company's confidential
voting policy did not pass (For 25,950,674; against 50,251,404; broker
non-vote 11,395,439; abstained 1,540,612)
II-1
<PAGE> 10
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)
(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) - LTV Key Employee Retention Plan adopted
February 5, 1988 (incorporated herein by
reference to Exhibit (10)(c)-(9) to LTV's
Report on Form 10-K for the year ended
December 31, 1987)
(10)-(5) - 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)-(6) - 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)
II-2
<PAGE> 11
(10)-(7) - 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)-(8) - 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)-(9) - 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)-(10) - 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)-(11) - 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)-(12) - 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)
(10)-(13) - 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)-(14) - 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)-(15) - 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)
II-3
<PAGE> 12
(10)-(16) - 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)-(17) - 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)-(18) - 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)-(19) - 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)
(10)-(20) - 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)-(21) - 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)-(22) - 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)-(23) - 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)-(24) - 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)
II-4
<PAGE> 13
(10)-(25) - 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)-(26) - 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)-(27) - 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)
(10)-(28) - 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)-(29) - 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)-(30) - 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)-(31) - 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)-(32) - 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)-(33) - 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)-(34) - 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)
II-5
<PAGE> 14
(10)-(35) - 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)-(36) - 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)
(10)-(37) - 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)-(38) - 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)-(39) - 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)-(40) - 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)-(41) - 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)-(42) - 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)-(43) - 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)-(44) - 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)-(45) - 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])
II-6
<PAGE> 15
(10)-(46) - The LTV Corporation Management Incentive
Program as amended on January 28, 1994
(incorporated by reference to Exhibit
(10)-(53) to LTV's Report on Form 10-K for
the year ended December 31, 1993)
(10)-(47) - 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)-(48) - 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)-(49) - 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)-(50) - 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)-(51) - 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)-(52) - 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)-(53) - 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)-(54) - 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)-(55) - 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)-(56) - 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> 16
(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> 17
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: May 3, 1995
-----------------------------
II-9
<PAGE> 1
Page 1 of 2
Exhibit (11)
<TABLE>
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
-------------------------------------------------------------------------
March 31, 1995 March 31, 1994
------------------------------- -------------------------------
Shares Amount EPS Shares Amount EPS
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Income $ 51.2 $ 15.3
Preferred stock dividend requirements (0.6) (0.6)
--------- ---------
50.6 14.7
Share base:
Average Common Stock outstanding 105,788 91,616
Common Stock equivalent shares resulting from
outstanding Series A Warrants, Stock Options
and Restricted Stock 9 217
Common Stock issuable upon conversion of
Series B Preferred Stock 2,926 0.6 (A)
--------- --------- --------- ---------
108,723 $ 51.2 91,833 $ 14.7
========= ========= ========= =========
PRIMARY EARNINGS PER SHARE $ 0.47 $ 0.16
========= =========
<FN>
(A) Addition of these shares would result in antidilution.
</TABLE>
<PAGE> 2
Page 2 of 2
Exhibit (11)
<TABLE>
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
-------------------------------------------------------------------------
March 31, 1995 March 31, 1994
------------------------------- -------------------------------
Shares Amount EPS Shares Amount EPS
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Income $ 51.2 $ 15.3
Preferred stock dividend requirements (0.6) (0.6)
--------- ---------
50.6 14.7
Share base:
Average Common Stock outstanding 105,788 91,616
Common Stock equivalent shares resulting from
outstanding Series A Warrants, Stock Options
and Restricted Stock 9 217
Common Stock issuable upon conversion of
Series B Preferred Stock 2,926 0.6 (A)
Common Stock issuable upon conversion of
Senior Secured Convertible Notes 5,128 1.3 (A)
--------- --------- --------- ---------
113,851 $ 52.5 91,833 $ 14.7
========= ========= ========= =========
FULLY DILUTED EARNINGS PER SHARE $ 0.46 $ 0.16
========= =========
<FN>
(A) Addition of these shares would result in antidilution.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 274
<SECURITIES> 363
<RECEIVABLES> 510
<ALLOWANCES> 22
<INVENTORY> 852
<CURRENT-ASSETS> 2,011
<PP&E> 3,538
<DEPRECIATION> 360
<TOTAL-ASSETS> 5,468
<CURRENT-LIABILITIES> 870
<BONDS> 0
<COMMON> 53
0
1
<OTHER-SE> 1,285
<TOTAL-LIABILITY-AND-EQUITY> 5,468
<SALES> 1,162
<TOTAL-REVENUES> 1,162
<CGS> 975
<TOTAL-COSTS> 1,087
<OTHER-EXPENSES> (11)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3
<INCOME-PRETAX> 83
<INCOME-TAX> 32
<INCOME-CONTINUING> 51
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 51
<EPS-PRIMARY> 0.47
<EPS-DILUTED> 0.46
</TABLE>
