<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, 1996 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 44115
Cleveland, Ohio (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
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
105,279,052 shares of common stock
(as of July 22, 1996)
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE LTV CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(in millions, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- ----------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
SALES $ 1,075.1 $ 1,113.2 $ 2,068.2 $ 2,198.1
COSTS AND EXPENSES
Cost of products sold 928.4 919.5 1,807.1 1,832.3
Depreciation and amortization 67.9 62.1 135.0 126.8
Selling, general and administrative 37.1 35.6 72.2 69.2
Net interest and other income (8.9) (9.2) (17.9) (17.5)
----------- ----------- ---------- -----------
Total 1,024.5 1,008.0 1,996.4 2,010.8
----------- ----------- ---------- -----------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 50.6 105.2 71.8 187.3
Income tax provision:
Taxes payable 1.1 0.9 1.5 1.1
Taxes not payable in cash 17.5 39.7 25.0 70.7
----------- ----------- ---------- -----------
Total 18.6 40.6 26.5 71.8
----------- ----------- ---------- -----------
INCOME FROM CONTINUING OPERATIONS 32.0 64.6 45.3 115.5
Discontinued operations - (9.0) - (8.7)
----------- ----------- ----------- -----------
NET INCOME $ 32.0 $ 55.6 $ 45.3 $ 106.8
=========== =========== ========== ===========
EARNINGS PER SHARE
Primary $ 0.30 $ 0.51 $ 0.42 $ 0.99
=========== ========== ========== ===========
Fully diluted $ 0.29 $ 0.50 $ 0.42 $ 0.96
=========== ========== ========== ===========
CASH DIVIDENDS PER COMMON SHARE $ 0.03 - $ 0.03 -
=========== ==========
</TABLE>
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See notes to consolidated financial statements.
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THE LTV CORPORATION
CONSOLIDATED BALANCE SHEET
(in millions, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
----------- -----------
ASSETS (Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 180.0 $ 265.9
Marketable securities 595.3 457.2
----------- -----------
775.3 723.1
Receivables, less allowance for doubtful accounts 418.0 396.1
Inventories:
Products 512.1 512.6
Materials, purchased parts and supplies 224.5 229.9
----------- -----------
Total inventories 736.6 742.5
Prepaid expenses, deposits and other 13.1 8.7
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Total current assets 1,943.0 1,870.4
----------- -----------
INVESTMENTS AND OTHER NONCURRENT ASSETS 440.4 369.5
PROPERTY, PLANT AND EQUIPMENT 3,729.5 3,658.2
Allowance for depreciation (642.2) (518.0)
----------- -----------
Total property, plant and equipment 3,087.3 3,140.2
----------- -----------
$ 5,470.7 $ 5,380.1
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 332.8 $ 255.0
Accrued employee compensation and benefits 426.6 408.4
Other accrued liabilities 195.3 183.3
----------- -----------
Total current liabilities 954.7 846.7
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NONCURRENT LIABILITIES
Long-term debt 150.4 150.4
Postemployment health care and other insurance benefits 1,586.5 1,598.4
Pension benefits 934.7 988.7
Other 406.0 420.7
----------- -----------
Total noncurrent liabilities 3,077.6 3,158.2
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SHAREHOLDERS' EQUITY
Convertible preferred stock (stated value $50.0) 0.5 0.5
Common stock (par value $0.50 per share) 52.8 52.8
Additional paid-in capital 983.0 958.0
Retained earnings 590.3 549.3
Minimum pension liability adjustment (184.8) (184.8)
Other (3.4) (0.6)
----------- -----------
Total shareholders' equity 1,438.4 1,375.2
----------- -----------
$ 5,470.7 $ 5,380.1
=========== ===========
</TABLE>
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See notes to consolidated financial statements.
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THE LTV CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------------------
1996 1995
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OPERATING ACTIVITIES
Income from continuing operations $ 45.3 $ 115.5
Adjustments to reconcile income to net cash provided
by operating activities:
Depreciation and amortization 135.0 126.8
Income tax provision not payable in cash 25.0 70.7
Defined benefit pension expense 36.4 58.1
Postemployment benefit payments (more) less than related expense (0.6) 14.6
VEBA Trust contributions (11.3) -
Changes in assets and liabilities 27.5 (18.4)
Other (5.5) (0.2)
------------- -------------
Net cash provided by operating activities 251.8 367.1
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INVESTING ACTIVITIES
Capital expenditures (82.1) (84.1)
Investment in steel-related businesses (64.4) (24.9)
Net purchases of marketable securities (138.1) (122.9)
Proceeds from dispositions of discontinued operations,
businesses and properties 6.9 10.2
Other (12.0) (2.9)
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Net cash used in investing activities (289.7) (224.6)
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FINANCING ACTIVITIES
Pension funding to restored plans (43.7) (191.0)
Preferred dividends paid (1.1) (1.1)
Common dividends paid (3.2) -
Other - (0.8)
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Net cash used in financing activities (48.0) (192.9)
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Net decrease in cash and cash equivalents (85.9) (50.4)
Cash and cash equivalents at beginning of period 265.9 335.4
------------- -------------
Cash and cash equivalents at end of period $ 180.0 $ 285.0
============= =============
Supplemental cash flow information is presented as follows (in millions):
Interest payments $ 7.7 $ 5.6
Income tax payments 1.1 1.3
Capitalized interest 4.1 4.1
Purchases of marketable securities 2,555.9 2,431.5
Sales and maturities of marketable securities 2,415.9 2,309.8
</TABLE>
See notes to consolidated financial statements.
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THE LTV CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
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 that 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, 1995 included in the LTV Annual Report to Shareholders incorporated
by reference into the 1995 Annual Report on Form 10-K filed with the Securities
and Exchange Commission.
NOTE (2) - The Company's income tax provision from continuing operations was
$26.5 million in the first six months of 1996 compared with $71.8 million in
1995. Included in the 1996 and 1995 first six months' income tax provisions are
federal and state income tax expense amounts of $25.0 million and $70.7 million,
respectively, which do not result in cash payments. As LTV realizes the benefits
of pre-reorganization net deferred tax assets through reduced cash tax payments,
such benefits increase paid-in capital. In prior years, such benefits reduced
the intangible asset resulting from the reorganization until it was eliminated
in 1995. The Company's actual income tax cash payments are, and will continue to
be, significantly less than the total financial statement expense amounts as the
benefits of pre-reorganization net deferred tax assets are realized. Amounts
totaling $25.0 million and $38.2 million were reported as increases to the
additional paid-in capital account of shareholders' equity in the first six
months ended 1996 and 1995, respectively.
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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 1996
AND 1995
Sales
- -----
Sales of $1.075 billion in the second quarter of 1996 decreased by $38
million (3%) from the second quarter of 1995. Second quarter 1996 steel
shipments of 2.1 million tons increased by 112,000 tons (6%) from the second
quarter of 1995. Sales of $2.068 billion in the first six months of 1996
decreased by $130 million (6%) from the first six months of 1995. Steel
shipments of 4.1 million tons in the first six months increased by 132,000 tons
(3%) from the first six months of 1995. The decreased sales reflect the lower
average selling prices in the 1996 periods, partially offset by higher
shipments.
In the second quarter of 1996, hot and cold flat rolled product sales of
$533.4 million were 5% lower versus the second quarter of 1995, reflecting a
decrease in average selling prices, partially offset by a 6% increase in
shipments. Galvanized product sales of $325.8 million were 2% higher in the
second quarter of 1996 versus the second quarter of 1995, reflecting a 10%
increase in shipments and a decrease in average selling prices. Tin mill product
sales of $101.4 million were 10% lower in the second quarter of 1996, reflecting
a 4% decrease in shipments and a decrease in average selling prices. Tubular
product sales of $78.9 million, consisting primarily of electrical conduit,
electric weld pipe and welded tubing, were 5% lower in the second quarter of
1996, reflecting a decrease in average selling prices.
In the first six months of 1996, hot and cold flat rolled product sales of
$1.031 billion were 7% lower versus the first six months of 1995, reflecting a
decrease in average selling prices, partially offset by a 4% increase in
shipments. Galvanized product sales of $611.6 million were 6% lower in the first
six months of 1996 versus the first six months of 1995, reflecting a 2% increase
in shipments and a decrease in average selling prices. Tin mill product sales of
$208.0 million were 1% lower in the first six months of 1996, reflecting a 5%
increase in shipments, offset by a decrease in average selling prices. Tubular
product sales of $155.9 million were 6% lower in the first six months of 1996,
reflecting a decrease in average selling prices on shipments approximating the
prior year.
Nonsteel sales in the second quarter of 1996 of $35.6 million were $1.9
million less than in the second quarter of 1995. Nonsteel sales in the first six
months of 1996 of $61.7 million were $5.1 million less than the first six months
of 1995.
Production and Costs
- --------------------
Raw steel production of 2.2 million tons in the second quarter of 1996
increased by 185,000 tons compared with the second quarter of 1995. The average
operating rate (of AISI defined capacity) at the Company's steelmaking
facilities during the second quarter of 1996 was 106% compared with 98% in 1995.
The reduced production level in 1995 was due to a four-week production
interruption for a blast furnace repair outage at the Indiana Harbor Works.
Raw steel production of 4.4 million tons in the first six months of 1996
increased by 177,000 tons compared with the first six months of 1995. The
average operating rate at the Company's steelmaking facilities during the first
six months of 1996 was 106% compared with 103% in 1995.
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<PAGE> 7
Cost of products sold as a percentage of sales increased to 86% in the
second quarter of 1996 from 83% in the second quarter of 1995 and increased to
87% in the first six months of 1996 from 83% in the first six months of 1995.
The percentage increases result from the lower average selling prices in the
1996 periods. Productivity and cost improvements in the first half of 1996 were
partially offset by adverse weather cost penalties primarily at the Company's
iron ore and coke plant operations.
Net Interest and Other Income
- -----------------------------
Net interest and other income totaled $8.9 million and $17.9 million in the
second quarter and first six months of 1996, respectively, approximating the
prior period amounts.
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 joint ventures, pensions and postemployment
health care.
During the first six months of 1996, cash provided by operating activities
amounted to $251.8 million. Major uses of cash during the first six months of
1996 included contributions to the Company's restored pension plans of $43.7
million, capital expenditures of $82.1 million, investments in steel-related
businesses of $64.4 million and net purchases of marketable securities of $138.1
million. In the first six months of 1996, total cash and cash equivalents
decreased by $85.9 million to $180.0 million at June 30, 1996. Since December
31, 1995, total cash, cash equivalents and marketable securities have increased
by $52.2 million to $775.3 million at June 30, 1996.
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, 1996,
$295.3 million was permitted to be borrowed; however, no borrowings were
outstanding and letters of credit outstanding amounted to $25.8 million under
this facility. The Company also has a separate letter of credit facility that
provides for the issuance of up to $150 million in letters of credit. At June
30, 1996, letters of credit totaling $84.7 million were outstanding under this
facility.
The Company's long-term debt and credit facilities' agreements contain
various covenants that 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 (the "PBGC Agreement"), place certain
restrictions on payments of dividends, capital expenditures, investments in
subsidiaries and borrowings. The PBGC Agreement also requires that a significant
portion of the Company's annual cash flow be contributed to the Company's
pension plans. Under the terms of the most restrictive debt covenant,
approximately $128.5 million of retained earnings are available for Common Stock
dividend payments at June 30, 1996. 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.
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<PAGE> 8
A 1993 agreement with the United Steelworkers of America ("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, minimills 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.
Certain companies have announced plans or begun construction of additional
minimills to produce flat rolled products. Thin slab casting technologies have
allowed some minimills to enter certain flat rolled markets that have
traditionally been supplied by integrated producers. The primary factors that
affect competition include price, quality, delivery and customer service. LTV
targets quality-critical, value-added applications and believes it is able to
differentiate some of its products from those of competitors on the basis of
product quality, on-time delivery performance, and product and technical support
to customers. 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, 1996 totaled $82.1 million and
for the full year are estimated to total approximately $250 million. LTV's
investment in Trico Steel Company joint venture for the six months ended June
30, 1996 totaled $59.9 million and completed the Company's expected investment
of $150 million.
ENVIRONMENTAL LIABILITIES AND RELATED COSTS
LTV is subject to changing and increasingly stringent environmental laws
and regulations concerning air emissions, water discharges and waste disposal,
as well as remediation activities that involve the clean-up of environmental
media such as soils and groundwater ("remediation liabilities"). As a
consequence, the Company has incurred, and will continue to incur, substantial
capital expenditures and operating and maintenance expenses in order to comply
with such requirements. Additionally, if any of the Company's facilities are
unable to meet required environmental standards or laws, those operations could
be temporarily or permanently closed.
The Company spent $6.6 million during the first six months of 1996 for
environmental clean-up and related matters at operating and idled facilities,
and at June 30, 1996, has a recorded liability of $93.5 million for known and
identifiable environmental and related matters. As the Company becomes aware of
additional matters or obtains more information, it may be required to record
additional liabilities for environmental remediation. The Company also spent
$10.8 million in the first six months of 1996 for environmental
compliance-related capital expenditures and expects it will be required to spend
an average of approximately $30 million annually in capital expenditures during
the next five years to meet environmental standards.
OTHER MATTERS
In conjunction with its contract with the USWA, the Company is currently
negotiating certain wage provisions that, in the absence of an agreement, will
be subject to binding arbitration. Each party submitted their final offer to the
arbitrator on May 7, 1996 and the arbitration hearing is expected to take place
in October 1996 with the new labor terms effective August 1, 1996. The current
contract prohibits strikes and other work interruptions during the term of the
agreement, which expires August 1, 1999.
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<PAGE> 9
PART II
ITEM 1. LEGAL PROCEEDINGS.
LTV Steel Company, Inc. ("LTV Steel") is submitting to the Illinois EPA a
remedial plan for the clean up of deposited waste at its Chicago Plant in
connection with the environmental proceeding entitled "State of Illinois"
described in LTV's Report on Form 10-K for the year ended December 31, 1995
("LTV 10-K"). The cost of the clean up, if the plan is accepted by the Illinois
EPA, is expected to be immaterial.
Additionally, LTV Steel settled the U.S. Coast Guard proceeding involving
an oil spill at the Indiana Harbor Works which was described in LTV's Report
on Form 10-K for the year ended December 31, 1995 with a payment of $96,000 to
reimburse the U.S. Coast Guard for the clean up. The U.S. Coast Guard dropped
its demand for a $10,000 civil penalty.
In July 1996, the U.S. Court of Appeals for the Second Circuit affirmed
the lower court's decision that denied priority status to those bankruptcy
claims filed by Aetna Casualty and Surety Company ("Aetna") in the Aetna
litigation which is described in the LTV 10-K under the headings "Joint Plan"
and "Remaining Proceedings Relating to Status of Claims". Aetna has indicated
it will seek a review of the appellate court decision by the U.S. Supreme Court.
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.
<TABLE>
<CAPTION>
<S> <C> <C>
(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)
</TABLE>
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<TABLE>
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(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) - 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)-(5) - 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)-(6) - 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)-(7) - 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)-(8) - 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)-(9) - 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)-(10) - 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)
</TABLE>
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<TABLE>
<S> <C> <C>
(10)-(11) - 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)-(12) - 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)-(13) - 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)-(14) - 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)-(15) - 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)-(16) - 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)-(17) - 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)
</TABLE>
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<TABLE>
<S> <C> <C>
(10)-(18) - 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)-(19) - 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)-(20) - 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)-(21) - 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)-(22) - 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)-(23) - 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)-(24) - 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)-(25) - 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)
</TABLE>
II-4
<PAGE> 13
<TABLE>
<S> <C> <C>
(10)-(26) - 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)-(27) - 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)-(28) - 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)-(29) - 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)-(30) - 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)-(31) - 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)-(32) - 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)-(33) - 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)-(34) - 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)
</TABLE>
II-5
<PAGE> 14
<TABLE>
<S> <C> <C>
(10)-(35) - 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)-(36) - 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)-(37) - 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)-(38) - 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)-(39) - 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)-(40) - 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)-(41) - 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)-(42) - 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)-(43) - 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])
</TABLE>
<PAGE> 15
<TABLE>
<S> <C> <C>
(10)-(44) - 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)-(45) - 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)-(46) - 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)-(47) - 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)-(48) - 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)-(49) - 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)-(50) - 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)-(51) - 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)-(52) - 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)-(53) - 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)
</TABLE>
II-7
<PAGE> 16
<TABLE>
<S> <C> <C>
(10)-(54) - 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])
(10)-(55) - Amendments Nos. 1 through 4 to the 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)-(56) to LTV's Report on Form
10-Q for the quarter ended September 30, 1995)
(10)-(56) - Amendment No. 1 to the 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)-(57) to LTV's Report on Form 10-Q for the quarter ended September
30, 1995)
(10)-(57) - Amendments Nos. 6 and 7 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)-(58)
to LTV's Report on Form 10-Q for the quarter ended September 30, 1995)
(10)-(58) - Amendment No. 8 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 Restated Plans (incorporated herein by reference to Exhibit (10)-(59)
to LTV's Report on Form 10-K for the year ended December 31, 1995)
(10)-(59) - Amendment No. 5 dated as of November 15, 1995 to the Letter of Credit Agreement dated as of
October 12, 1994 among LTV, LTV Steel Company, Inc., Continental Emsco Company, LTV Steel
Mining Company, LTV Steel Tubular Products Company, various financial institutions and BT
Commercial Corporation (incorporated herein by reference to Exhibit (10)-(60) to LTV's
Report on Form 10-Q for the quarter ended March 31, 1996)
(10)-(60) - Amendment No. 6 dated as of February 14, 1996 to the Letter of Credit Agreement dated as of
October 12, 1994 among LTV, LTV Steel Company, Inc., Continental Emsco Company, LTV Steel
Mining Company, LTV Steel Tubular Products Company, various financial institutions and BT
Commercial Corporation (incorporated herein by reference to Exhibit (10)-(61) to LTV's
Report on Form 10-Q for the quarter ended March 31, 1996)
</TABLE>
II-8
<PAGE> 17
<TABLE>
<S> <C> <C>
(10)-(61) - Amendment No. 7 dated as of June 30, 1996 to the Letter of Credit Agreement dated as of
October 12, 1994 among LTV, LTV Steel Company, Inc., Continental Emsco Company, LTV Steel
Mining Company, LTV Steel Tubular Products Company, various financial institutions and BT
Commercial Corporation (filed herewith)
(11) - Statement re Computation of Per Share Earnings (filed herewith)
(27) - Financial Data Schedule (filed herewith)
</TABLE>
(b) Reports on Form 8-K
No report on Form 8-K was filed by the registrant for the
relevant period.
II-9
<PAGE> 18
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 /s/ Arthur W. Huge
----------------------------
Arthur W. Huge
Senior Vice President
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: July 24, 1996
-------------------
II-10
<PAGE> 1
EXHIBIT (10)-(61)
SEVENTH AMENDMENT TO LETTER OF CREDIT AGREEMENT
-----------------------------------------------
SEVENTH AMENDMENT (the "Amendment"), dated as of June 30,1996, among
The LTV Corporation, a Delaware corporation ("LTV"), LTV Steel Company, Inc.,
a New Jersey corporation, LTV Steel Mining Company, a Minnesota limited
partnership, LTV Steel Tubular Products Company, a Delaware corporation (the
"Borrowers"), the financial institutions party to the Credit Agreement referred
to below (the "Lenders") and BT Commercial Corporation, acting as Agent (the
"Agent") in the manner and to the extent described in Article 9 of the Credit
Agreement referred to below. All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit
Agreement.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, LTV, the Borrowers, the Lenders and the Agent are parties to
a Credit Agreement, dated as of October 12, 1994 (as amended, modified or
supplemented to the date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
1. Section 1.1 of the Credit Agreement is hereby amended by inserting
therein in the appropriate alphabetical order the following new definition:
"KEYBANK LETTER OF CREDIT" shall have the meaning provided in Section
2.1(b) of this Agreement.
2. Section 2.1 of the Credit Agreement is hereby amended by (x)
relettering subsection "(b)" thereof as "(c)" and (y) inserting between
subsection (a) and the relettered subsection (c) thereof the following new
subsection:
(b) ASSUMED KEYBANK LETTER OF CREDIT. The irrevocable standby letter
of credit numbered SB 50637 issued by KeyBank National Association in favor
of the Minnesota Pollution Control Agency for the account of LTV Mining
dated February 21, 1992 (the "KeyBank Letter of Credit") shall be deemed to
be a Letter of Credit issued hereunder for the account of LTV Mining and
shall be subject to all of the terms and provisions of this Agreement.
3. Section 2.2 of the Credit Agreement is hereby amended by inserting
therein after the phrase "Any Letter of Credit containing an automatic renewal
provision" and before the phrase "shall also contain a provision" the following
new parenthetical:
(other than the KeyBank Letter of Credit)
<PAGE> 2
4. Section 6.1(xiii) is hereby deleted in its entirety and the
following new Section 6.1(xiii) inserted in lieu thereof:
(Xiii) FINANCIAL PLANS: (a) by March 31 of each year, a forecasted
consolidated balance sheet and forecasted consolidated statements of income
and cash flows of LTV and its Subsidiaries (and, with respect to each
Reporting Entity or, if a Reporting Event has occurred, each Borrower, a
separate balance sheet and income statement) for each month of the then
current Fiscal Year, together with a PRO FORMA Compliance Certificate for
such Fiscal Year, an explanation of the assumptions on which such forecasts
are based and such other information and projections as the Agent or any
Lender may reasonably request and (b) by August 31 of each year, a
financial forecast for the next five Fiscal Years, including the then
current and next succeeding Fiscal Years, except that, if the only
financial forecast prepared for the directors of any Credit Party is for a
period of less than five years, that financial forecast shall suffice,
PROVIDED, HOWEVER, that such forecast is for not less than the succeeding
three Fiscal Years, each of such forecasts to include, without limitation,
a forecasted consolidated balance sheet and forecasted consolidated
statements of income and cash flows of LTV and its Subsidiaries (and, with
respect to each Reporting Entity or, if a Reporting Event has occurred,
each Borrower, a separate balance sheet and income statement) for each such
Fiscal Year, together with a PRO FORMA Compliance Certificate for each such
Fiscal Year, an explanation of the assumptions on which such forecasts are
based and such other information and projections as the Agent or any Lender
may reasonably request;
5. In order to induce the undersigned Lenders to enter into this
Amendment, LTV and the Borrowers hereby represent and warrant that:
(a) No Default or Event of Default exists as of the Seventh Amendment
Effective Date and after giving effect to this Amendment;
(b) On the Seventh Amendment Effective Date after giving effect to
this Amendment, all representations and warranties contained in the Credit
Agreement and the other Credit Documents are true and correct in all
material respects; and
(c) On and after the Seventh Amendment Effective Date, this Amendment,
and the transactions permitted hereby, shall be permitted by, and shall not
violate any material term of or cause a breach of, any of the Related
Agreements.
6. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
7. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with LTV, the Borrowers and the Agent.
-2-
<PAGE> 3
8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
9. This Amendment shall become effective on the date (the "Seventh
Amendment Effective Date") on which LTV, the Borrowers and the Required Lenders
shall have signed a copy hereof (whether the same or different copies) and shall
have delivered (including by way of facsimile device) the same to the Agent.
10. From and after the Seventh Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to such Credit Agreement as
amended hereby.
-3-
<PAGE> 4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their proper and duly authorized officers as of the
date set forth above.
THE LTV CORPORATION
By: /s/ J.C. Skurek
--------------------------
Title: Vice President
LTV STEEL COMPANY, INC.
By: /s/ J.C. Skurek
--------------------------
Title: Vice President
LTV STEEL MINING CO.,
By: Youngstown Erie Corporation
By: /s/ J.C. Skurek
--------------------------
Title: Vice President
-4-
<PAGE> 5
By: Erie B Corporation
By: /s/ J.C. Skurek
--------------------------
Title: Vice President
By: Erie I Corporation
By: /s/ J.C. Skurek
--------------------------
Title: Vice President
LTV STEEL TUBULAR PRODUCTS
COMPANY
By: /s/ J.C. Skurek
--------------------------
Title: Vice President
BT COMMERCIAL CORPORATION,
individually and as Agent
and Collateral Agent
By: /s/ Linda McCormack
--------------------------
Title: Vice President
CHEMICAL BANK, as a Lender
By: /s/ James H. Ramage
--------------------------
James H. Ramage
Title: Vice President
-5-
<PAGE> 6
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., as a Lender
By: /s/ Armund J. Schoen, Jr.
--------------------------
Title: Vice President and
Deputy General Manager
MELLON BANK, N.A., as a Lender
By: /s/ Roger N. Stanier
--------------------------
Roger N. Stanier
Title: Vice President
THE SUMITOMO BANK, LTD.,
CHICAGO BRANCH, as a Lender
By: /s/ Hiroyuki Iwami
--------------------------
Hiroyuki Iwami
Title: Joint General Manager
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ Sean Sebastian
--------------------------
Title: Assistant Vice President
CREDIT LYONNAIS, CHICAGO
BRANCH, as a Lender
By: /s/ Sandra E. Horwitz
--------------------------
Sandra E. Horwitz
Title: First Vice President
Branch Manager
-6-
<PAGE> 7
CAISSE NATIONALE DE CREDIT
AGRICOLE, as a Lender
By: /s/ Dean Balice
--------------------------
Dean Balice
Title: Senior Vice President
Branch Manager
NATIONAL CITY BANK, as a Lender
By: /s/ Davis R. Bonner
--------------------------
Davis R. Bonner
Title: Vice President
KEYBANK NATIONAL ASSOCIATION, as a
Lender
By: /s/ W.J. Kysela
--------------------------
Title: Vice President
-7-
<PAGE> 1
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)
<TABLE>
<CAPTION>
Three Months Ended June 30,
----------------------------------------------------------------------
1996 1995
--------------------------------- ---------------------------------
Shares Amount EPS Shares Amount EPS
--------- --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 32.0 $ 64.6
Preferred stock dividend requirements (0.5) (0.5)
--------- ---------
31.5 64.1
Share base:
Average Common
Stock outstanding 105,360 105,308
Common Stock equivalent
shares resulting from
outstanding Series A
Warrants, Stock Options,
Restricted Stock and other 69 11
Common Stock issuable upon
conversion of Series B
Preferred Stock 2,926 0.5 2,926 0.5
--------- --------- --------- ---------
108,355 $ 32.0 108,245 $ 64.6
========= ========= ========= =========
PRIMARY EARNINGS (LOSS) PER SHARE
Continuing operations $ 0.30 $ 0.59
Discontinued operations -- (0.08)
---------- ----------
Net income $ 0.30 $ 0.51
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
------------------------------------------------------------------------
1996 1995
--------------------------------- -----------------------------------
Shares Amount EPS Shares Amount EPS
-------- --------- ---------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 45.3 $ 115.5
Preferred stock dividend requirements (1.1) (1.1)
--------- -----------
44.2 114.4
Share base:
Average Common
Stock outstanding 105,360 105,307
Common Stock equivalent
shares resulting from
outstanding Series A
Warrants, Stock Options,
Restricted Stock and other 59 9
Common Stock issuable upon
conversion of Series B
Preferred Stock 2,926 1.1 2,926 1.1
-------- --------- -------- -----------
108,345 $ 45.3 108,242 $ 115.5
======== ========= ======== ===========
PRIMARY EARNINGS (LOSS) PER SHARE
Continuing operations $ 0.42 $ 1.07
Discontinued operations -- (0.08)
---------- -----------
Net income $ 0.42 $ 0.99
========== ===========
</TABLE>
<PAGE> 2
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)
<TABLE>
<CAPTION>
Three Months Ended June 30,
-----------------------------------------------------
1996 1995
------------------------- -------------------------
Shares Amount EPS Shares Amount EPS
------- ------- ------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 32.0 $ 64.6
Preferred stock dividend requirements (0.5) (0.5)
------ ------
31.5 64.1
Share base:
Average Common
Stock outstanding 105,360 105,308
Common Stock equivalent
shares resulting from
outstanding Series A
Warrants, Stock Options,
Restricted Stock and other 65 13
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
------- ------ ------- ------
113,479 $ 33.3 113,375 $ 65.9
======= ====== ======= ======
FULLY DILUTED EARNINGS (LOSS) PER SHARE
Continuing operations $ 0.29 $ 0.58
Discontinued operations - (0.08)
------ ------
Net income $ 0.29 $ 0.50
====== ======
<CAPTION>
Six Months Ended June 30,
-----------------------------------------------------
1996 1995
------------------------- -------------------------
Shares Amount EPS Shares Amount EPS
------- ------- ------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 45.3 $115.5
Preferred stock dividend requirements (1.1) (1.1)
------ ------
44.2 114.4
Share base:
Average Common
Stock outstanding 105,360 105,307
Common Stock equivalent
shares resulting from
outstanding Series A
Warrants, Stock Options,
Restricted Stock and other 64 12
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 (A) 5,128 2.5
------- ------ ------- ------
108,350 $ 45.3 113,373 $118.0
======= ====== ======= ======
FULLY DILUTED EARNINGS (LOSS) PER SHARE
Continuing operations $ 0.42 $ 1.04
Discontinued operations - (0.08)
------ ------
Net income $ 0.42 $ 0.96
====== ======
<FN>
(A) Addition of these shares would result in antidilution.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 180
<SECURITIES> 595
<RECEIVABLES> 435
<ALLOWANCES> 17
<INVENTORY> 737
<CURRENT-ASSETS> 1,943
<PP&E> 3,087
<DEPRECIATION> 642
<TOTAL-ASSETS> 5,471
<CURRENT-LIABILITIES> 955
<BONDS> 0
<COMMON> 53
0
1
<OTHER-SE> 1,384
<TOTAL-LIABILITY-AND-EQUITY> 5,471
<SALES> 2,068
<TOTAL-REVENUES> 2,068
<CGS> 1,807
<TOTAL-COSTS> 1,942
<OTHER-EXPENSES> (22)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4
<INCOME-PRETAX> 72
<INCOME-TAX> 27
<INCOME-CONTINUING> 45
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 45
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.42
</TABLE>
