<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, 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
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.
105,248,492 shares of common stock
(as of April 25, 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
March 31,
------------------
1996 1995
---- ----
<S> <C>
SALES $993.1 $1,084.9
COSTS AND EXPENSES
Cost of products sold 878.7 912.8
Depreciation and amortization 67.1 64.7
Selling, general and administrative 35.1 33.6
Net interest and other income (9.0) (8.3)
------ --------
Total 971.9 1,002.8
------ --------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 21.2 82.1
Income tax provision
Taxes payable 0.4 0.2
Taxes not payable in cash 7.5 31.0
------ --------
Total 7.9 31.2
------ --------
INCOME FROM CONTINUING OPERATIONS 13.3 50.9
Discontinued operations -- 0.3
------ --------
NET INCOME $ 13.3 $ 51.2
====== ========
EARNINGS PER SHARE
Primary $ 0.12 $ 0.47
====== ========
Fully diluted $ 0.12 $ 0.46
====== ========
</TABLE>
- ----------
See notes to consolidated financial statements.
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THE LTV CORPORATION
CONSOLIDATED BALANCE SHEET
(in millions, except per share data)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- ------------
ASSETS (Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 202.9 $ 265.9
Marketable securities 529.0 457.2
----------- -----------
731.9 723.1
Receivables, less allowance for doubtful accounts 400.8 396.1
Inventories:
Products 540.4 512.6
Materials, purchased parts and supplies 205.1 229.9
----------- -----------
Total inventories 745.5 742.5
Prepaid expenses, deposits and other 11.2 8.7
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Total current assets 1,889.4 1,870.4
----------- -----------
INVESTMENTS AND OTHER NONCURRENT ASSETS 411.7 369.5
PROPERTY, PLANT AND EQUIPMENT 3,696.0 3,658.2
Allowance for depreciation (579.7) (518.0)
----------- -----------
Total property, plant and equipment 3,116.3 3,140.2
----------- -----------
$ 5,417.4 $ 5,380.1
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 308.8 $ 255.0
Accrued employee compensation and benefits 418.1 408.4
Other accrued liabilities 184.8 183.3
----------- -----------
Total current liabilities 911.7 846.7
----------- -----------
NONCURRENT LIABILITIES
Long-term debt 150.4 150.4
Postemployment health care and other insurance benefits 1,598.1 1,598.4
Pension benefits 945.0 988.7
Other 419.3 420.7
----------- -----------
Total noncurrent liabilities 3,112.8 3,158.2
----------- -----------
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 965.5 958.0
Retained earnings 562.0 549.3
Minimum pension liability adjustment (184.8) (184.8)
Other (3.1) (0.6)
----------- -----------
Total shareholders' equity 1,392.9 1,375.2
----------- -----------
$ 5,417.4 $ 5,380.1
=========== ===========
</TABLE>
- ----------
See notes to consolidated financial statements.
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THE LTV CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1996 1995
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Income from continuing operations $ 13.3 $ 50.9
Adjustments to reconcile income to net cash provided
by operating activities:
Depreciation and amortization 67.1 64.7
Income tax provision not payable in cash 7.5 31.0
Defined benefit pension expense 18.2 29.0
Postemployment benefit payments (more) less than related expense (0.3) 8.1
Changes in assets and liabilities 35.9 (19.1)
Other (4.7) 2.2
------- -------
Net cash provided by operating activities 137.0 166.8
------- -------
INVESTING ACTIVITIES
Capital expenditures (43.2) (36.8)
Investment in Trico Steel Company (43.6) (0.8)
Net purchases of marketable securities (71.8) (5.1)
Proceeds from dispositions of discontinued operations,
businesses and properties 5.9 3.2
Other (3.5) (3.2)
------- -------
Net cash used in investing activities (156.2) (42.7)
------- -------
FINANCING ACTIVITIES
Pension funding to restored plans (43.2) (184.4)
Preferred dividends paid (0.6) (0.6)
Other - (0.4)
------- -------
Net cash used in financing activities (43.8) (185.4)
------- -------
Net decrease in cash and cash equivalents (63.0) (61.3)
Cash and cash equivalents at beginning of period 265.9 335.4
------- -------
Cash and cash equivalents at end of period $ 202.9 $ 274.1
======= =======
</TABLE>
- ----------
See notes to consolidated financial statements.
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<PAGE> 5
THE LTV CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 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
$7.9 million in the first quarter of 1996 compared with $31.2 million in 1995.
Included in the 1996 and 1995 first quarter income tax provisions are federal
and state income tax expense amounts of $7.5 million and $31.0 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
first 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 $7.5 million and $4.1 million were reported as
increases to the additional paid-in capital account of shareholders' equity in
the first quarter ended 1996 and 1995, respectively.
NOTE (3) - Supplemental cash flow information is presented as follows (in
millions):
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------
1996 1995
---- ----
<S> <C> <C>
Interest payments $ 2.8 $ 0.7
Income tax payments (refunds) 0.3 (0.3)
Capitalized interest 1.8 1.8
</TABLE>
Purchases of marketable securities totaled $1,562.8 million and $838.2
million, and sales and maturities of marketable securities totaled $1,489.4
million and $833.7 million during the three months ended March 31, 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 FIRST QUARTER 1996 AND 1995
Sales
- -----
Sales of $993.1 million in the first quarter of 1996 decreased by $92
million (8%) from the first quarter of 1995. First quarter 1996 steel shipments
of 2.0 million tons, while increasing by 19,000 tons (1%) from the first
quarter of 1995, were impacted by the work stoppage at General Motors
Corporation, a major customer. Hot and cold flat rolled product sales of $497.5
million were 9% lower in the first quarter of 1996 versus the first quarter of
1995, reflecting a decrease in average selling prices and due to the mix of
products sold, partially offset by a 2% increase in shipments. Galvanized
product sales of $285.8 million were 14% lower in the first quarter of 1996
versus the first quarter of 1995, reflecting a 5% decrease in shipments and a
decrease in average selling prices. Tin mill product sales of $106.6 million
were 10% higher in the first quarter of 1996, reflecting a 16% increase in
shipments, partially offset by a decrease in average selling prices. Tubular
product sales of $77.1 million, consisting primarily of electrical conduit,
electric weld pipe and welded tubing, were 6% lower in the first quarter of
1996, reflecting a 1% decrease in shipments and a decrease in average selling
prices.
Nonsteel sales in the first quarter of 1996 of $26.1 million were $3.2
million less than in the first quarter of 1995.
Production and Costs
- --------------------
Raw steel production of 2.2 million tons in the first quarter of 1996
decreased by 8,000 tons compared with the first quarter of 1995. The average
operating rate (of AISI defined capacity) at the Company's steelmaking
facilities during the first quarter of 1996 was 105% compared with 107% in
1995.
Cost of products sold as a percentage of sales increased to 88% in the
first quarter of 1996 from 84% in the first quarter of 1995. This percentage
increase results from the lower average selling prices in the 1996 period.
Productivity and cost improvements in 1996 were partially offset by cold
weather cost penalties primarily at the Company's iron ore and coke plant
operations.
Net Interest and Other Income
- -----------------------------
Net interest and other income of $9.0 million in the first quarter of 1996
increased by $0.7 million from the first quarter of 1995. The improvements were
primarily due to reduced interest expense on the lower average debt outstanding
in the 1996 period.
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 quarter of 1996, cash provided by operating activities
amounted to $137.0 million. Major uses of cash during the first quarter of 1996
included contributions to the Company's restored pension plans of $43.2
million, capital expenditures of $43.2 million, investments in Trico Steel
Company of $43.6 million and net purchases of marketable securities of $71.8
million. In the first quarter of 1996, total cash and cash equivalents
decreased by $63.0 million to $202.9 million at March 31, 1996. Since December
31, 1995, total cash, cash equivalents and marketable securities have increased
by $8.8 million to $731.9 million at March 31, 1996.
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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, 1996,
$276.5 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 March
31, 1996, letters of credit totaling $84.6 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 $113.3 million of retained earnings are available for Common
Stock dividend payments at March 31, 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.
A 1993 agreement with the USWA provided that a portion of the requirements
with respect to certain postemployment benefits would be secured by a junior
lien of $250 million on collateral with an unencumbered fair market value of at
least $500 million. The initial security was provided by the grant of a
mortgage on facilities having a carrying value of approximately $500 million.
LTV competes directly with domestic and foreign integrated flat rolled
carbon steel producers, 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 three months ended March 31, 1996 totaled $43.2 million
and for the full year are estimated to total $277 million. LTV's investment in
Trico for the three months ended March 31, 1996 totaled $43.6 million and for
the full year is estimated to total $60 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 $2.8 million during the first three months of 1996 for
environmental clean-up and related matters at operating and idled facilities,
and at March 31, 1996, has a recorded liability of $96.4 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
$5.1 million in the first three 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.
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<PAGE> 8
OTHER MATTERS
In conjunction with its contract with the United Steelworkers of America,
the Company is currently negotiating certain wage provisions that, in the
absence of an agreement, will be subject to binding arbitration. The new labor
terms become effective August 1, 1996. The current contract prohibits strikes
and other work interruptions during the term of the agreement, which expires
August 1, 1999.
On April 15, 1996, the Company announced its first quarterly dividend
payment since 1984. The dividend of three cents per common share will be
payable on June 7, 1996 to shareholders of record on May 15, 1996.
Also announced on April 15 was LTV's intention to enter into an
international joint venture to produce high purity direct reduced iron ("DRI")
briquettes for use in electric furnace steelmaking operations. Investors will
be subsidiaries of LTV and Cleveland-Cliffs Inc of Cleveland, each with 46.5%
investment in the new company, Cliffs and Associates Limited. Lurgi AG of
Germany will own the remaining 7%. Capital cost of the project, to be located
in Trinidad, is estimated at $150 million. Definitive agreements are expected
to be completed in the near future. Construction of the new plant will begin in
the second quarter of 1996, with production slated for mid-1998. Once fully
operational, Cliffs and Associates will produce about 500,000 metric tons of
DRI briquettes per year.
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<PAGE> 9
PART II
ITEM 1. LEGAL PROCEEDINGS.
In March 1996, Kawasaki Steel Corporation ("Kawasaki") filed an action in
the U.S. District Court for the Northern District of Ohio, Eastern Division,
alleging that the continuous annealing line at the Cleveland Works of LTV Steel
Company, Inc. ("LTV Steel"), a wholly owned subsidiary of the Company,
infringes five patents owned by Kawasaki. The action seeks to enjoin LTV Steel
from future infringement of the patents and unspecified damages, interest and
costs for the alleged prior infringement of the patents.
In April 1996, the Georgia Department of Natural Resources and Georgia
Tubing Corporation, a wholly owned subsidiary of the Company, entered into a
consent decree requiring payment by the subsidiary of approximately $420,000 in
penalties in connection with its operation of a paint line without all required
air quality controls. The agreement also requires that the control facilities
be installed on the line at a cost of approximately $320,000.
In April 1996, the Company and the State of Minnesota agreed to settle
with a $3.9 million cash payment by the Company the action relating to the
State of Minnesota's claims in the Company's bankruptcy that was described in
Item 3 of the Company's Report on Form 10-K for the year ended December 31,
1995.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders was held April 15, 1996. 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.
1. All four nominees for director listed in the proxy statement were
elected.
<TABLE>
<CAPTION>
Name Votes For Votes Withheld
---- --------- --------------
<S> <C> <C>
Edgar L. Ball 94,314,115 2,435,901
Edward C. Joullian III 94,027,518 2,722,498
John E. Jacob 94,368,992 2,381,024
Samuel K. Skinner 94,386,209 2,363,807
</TABLE>
2. The proposal to ratify the selection of Ernst & Young LLP as LTV's
outside auditors for 1996 passed. (For - 95,864,912; against -
477,984; abstained 407,120)
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
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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>
<S> <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)
(10)-(2) - Amendment to LTV Executive Benefit Plan adopted November 20, 1987 (incorporated herein by
reference to Exhibit (10)(c)-(3) to LTV's Report on Form 10-K for the year ended
December 31, 1987)
(10)-(3) - LTV Excess Benefit Plan dated as of January 1, 1985 (incorporated herein by reference to
Exhibit (10)(c)-(5) to LTV's Report on Form 10-K for the year ended December 31, 1984)
(10)-(4) - Employment Agreement dated February 1, 1991, between LTV and David H. Hoag
(incorporated herein by reference to Exhibit (10)(c)-(9) to LTV's Report on Form 10-K for
the year ended December 31, 1990)
(10)-(5) - Settlement Agreement dated as of June 28, 1993 between LTV, the PBGC, the Initial LTV
Group (as defined in the Settlement Agreement) and LTV, as Administrator of the Restored Plans
(incorporated herein by reference to Exhibit 10.10 to LTV's Report on Form 10-Q for the quarter
ended June 30, 1993)
</TABLE>
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<TABLE>
<S> <C>
(10)-(6) - Assignment, Pledge and Security Agreement dated as of June 28, 1993 between LTV Steel
Company, Inc. and the PBGC (incorporated herein by reference to Exhibit 10.11 to LTV's Report
on Form 10-Q for the quarter ended June 30, 1993)
(10)-(7) - Securities Purchase Agreement dated as of May 26, 1993 by and among LTV, LTV Steel
Company, Inc. and SMI America, Inc. (incorporated herein by reference to Exhibit 2 to
SMI America, Inc.'s 13D Filing)
(10)-(8) - Common Stock Registration Rights Agreement dated as of June 28, 1993 by and between LTV and
SMI America, Inc. (incorporated herein by reference to Exhibit 5 to SMI America, Inc.'s
13D Filing)
(10)-(9) - Consultation and Management Participation Agreement dated as of June 28, 1993 between LTV and
Sumitomo Metal Industries, Ltd. (incorporated herein by reference to Exhibit 6 to SMI
America, Inc.'s 13D Filing)
(10)-(10) - L-S Exchange Right and Security Agreement dated as of June 28, 1993 by and among LTV/EGL
Holding Company, Sumikin EGL Corp., LTV, SMI America Inc., and Sumitomo Metal USA
Corporation (incorporated herein by reference to Exhibit 7 to SMI America, Inc.'s 13D
Filing)
(10)-(11) - Letter of Credit Agreement dated as of October 12, 1994 among LTV Steel Company, Inc.,
Continental Emsco Company, LTV Steel Mining Company, TV 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)-(12) - Subsidiary Guaranty dated as of October 12, 1994 by Georgia Tubing Corporation,
Youngstown Erie Corporation, Erie B Corporation and Erie I Corporation for the benefit of BT
Commercial Corporation as agent (incorporated herein by reference to Exhibit (10)-(13) to
LTV's Report on Form 10-Q for the quarter ended September 30, 1994)
(10)-(13) - Collateral Account Agreement dated as of October 12, 1994 among LTV Steel Company, Inc.,
Continental Emsco Company, LTV Steel Mining Company, LTV Steel Tubular Products, LTV and BT
Commercial Corporation as collateral agent (incorporated herein by reference to Exhibit
(10)-(14) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994)
</TABLE>
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<PAGE> 12
<TABLE>
<S> <C>
(10)-(14) - Inventory Security Agreement dated as of June 28, 1993 and amended and restated as of
October 12, 1994 among LTV, LTV Steel Company, Inc., LTV Steel Mining Company, Continental
Emsco Company, LTV Steel Tubular Products Company and BT Commercial Corporation as agent
(incorporated herein by reference to Exhibit (10)-(15) to LTV's Report on Form 10-Q for the
quarter ended September 30, 1994)
(10)-(15) - Inventory Intercreditor Agreement dated as of June 28, 1993 and amended and restated
as of October 12, 1994 among BT Commercial Corporation as agent for the Lenders and SMI
America, Inc. as agent for the Noteholders (incorporated herein by reference to Exhibit
(10)-(16) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994)
(10)-(16) - Intercreditor Collateral Account Agreement dated as of October 12, 1994 by and among LTV
Steel Company, Inc., LTV and BT Commercial Corporation (incorporated herein by reference
to Exhibit (10)-(17) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994)
(10)-(17) - Pledge Agreement dated as of October 12, 1994 between LTV, LTV Steel Company, Inc.,
Continental Emsco Company, LTV Steel Tubular Products Company, eorgia Tubing
Corporation and BT Commercial Corporation (incorporated herein by reference to Exhibit
(10)-(18) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994)
(10)-(18) - Amended and Restated Subordination Agreement dated as of June 28, 1993 and amended and
restated as of October 12, 1994 among the PBGC, BT Commercial Corporation and Chemical Bank
(incorporated herein by reference to Exhibit (10)-(19) to LTV's Report on Form 10-Q for the
quarter ended September 30, 1994)
(10)-(19) - Amendments Nos. 1 and 2 to the Securities Purchase Agreement dated as of May 26, 1993 among
LTV, LTV Steel Company, Inc. and SMI America, Inc. (incorporated herein by reference to
Exhibit (10)-(20) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994)
(10)-(20) - Amendments Nos. 1 through 4 to the Settlement Agreement dated as of June 28, 1993 by and
among the PBGC, LTV, the Initial LTV Group (as defined in the Settlement Agreement) and LTV,
as Administrator of the Restored Plans (incorporated herein by reference to Exhibit
(10)-(21) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994)
</TABLE>
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<TABLE>
<S> <C>
(10)-(21) - Revolving Credit Agreement dated as of October 12, 1994 among LTV Sales Finance Company,
the financial institutions parties thereto as banks, the issuing banks, the facility agent
and collateral agent (incorporated herein by reference to Exhibit (10)-(22) to LTV's
Report on Form 10-Q for the quarter ended September 30, 1994)
(10)-(22) - Receivables Purchase and Sale Agreement dated as of October 12, 1994 among LTV, LTV Steel
Company, Inc., Continental Emsco Company, LTV Steel Tubular Products Company, Georgia Tubing
Corporation and LTV Sales Finance Company (incorporated herein by reference to Exhibit
(10)-(23) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994)
(10)-(23) - Accession Agreement dated as of October 12, 1994 among LTV Sales Finance Company, the
financial institutions listed on the signature pages thereof, the issuing bank named
thereon, and Bankers Trust Company as facility agent and collateral agent
(incorporated herein by reference to Exhibit (10)-(24) to LTV's Report on Form 10-Q for the
quarter ended September 30, 1994)
(10)-(24) - Trust Termination Acknowledgment and Agreement, dated October 12, 1994, between LTV Sales
Finance Company and Wilmington Trust Company (incorporated herein by reference to Exhibit
(10)-(25) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994)
(10)-(25) - Assignment and Transfer Agreement, dated as of October 12, 1994, by and between LTV Master
Receivables Trust and LTV Sales Finance Company (incorporated herein by reference to
Exhibit (10)-(26) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994)
(10)-(26) - Collateral Trust Agreement dated as of May 25, 1993 among LTV, LTV Steel Company, Inc.,
United Steelworkers of America and Bank One Ohio Trust Company, NA, as Collateral Trustee
(incorporated herein by reference to Exhibit 10.33 to LTV's Report on Form 10-Q for the
quarter ended June 30, 1993)
(10)-(27) - Open-2nd Mortgage, Security Agreement and Fixture Filing dated as of June 28, 1993 by LTV
Steel Company, Inc. to Bank One Ohio Trust Company, N.A. (incorporated herein by reference
to Exhibit 10.34 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(28) - License Agreement dated as of June 28, 1993 between LTV Steel Company, Inc. and
Bank One Ohio Trust Company, N.A. (incorporated herein by reference to Exhibit 10.35
to LTV's Report on Form 10-Q for the quarter ended June 30, 1993)
</TABLE>
II-5
<PAGE> 14
<TABLE>
<S> <C>
(10)-(29) - Warrant Agreement dated as of June 28, 1993 between LTV and Society National Bank, as
Warrant Agent (incorporated herein by reference to Exhibit 10.37 to LTV's Report on Form
10-Q for the quarter ended June 30, 1993)
(10)-(30) - Settlement Agreement and Stipulated Order on behalf of the United States of America
on behalf of the United States Environmental Protection Agency approved by the United
States Bankruptcy Court Southern District of New York (the "Court") on April 15, 1993 and
supplemented by Exhibit 10.38 below (incorporated herein by reference to Exhibit 10.38 to
LTV's Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(31) - Second Settlement Agreement and Stipulated Order supplementing 10.36 bove and
approved by the Court on May 19, 1993 (incorporated by reference to Exhibit 10.39 to LTV's
Registration Statement on Form S-1 [Registration No. 33-50217])
(10)-(32) - Settlement Agreement and Stipulated Order on behalf of the
State of Minnesota approved by the Court on May 19, 1993 (incorporated herein by
reference to Exhibit 10.39 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(33) - Settlement Agreement and Stipulated Order on behalf of the State of Indiana on
behalf of the Indiana Department of Environmental Management approved by the Court on May
24, 1993 (incorporated herein by reference to Exhibit 10.40 to LTV's Report on Form 10-Q
for the quarter ended June 30, 1993)
(10)-(34) - Settlement Agreement and Stipulated Order on behalf of the State of New York and
approved by the Court on May 24, 1993 (incorporated herein by reference to Exhibit 10.42
to LTV's Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(35) - Settlement Agreement and Stipulated Order on behalf of the State of Connecticut and
approved by the Court on May 19, 1993 (incorporated herein by reference to Exhibit 10.43
to LTV's Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(36) - Settlement Agreement and Stipulated Order on behalf of the Commonwealth of Pennsylvania
and approved by the Court on May 24, 1993 (incorporated herein by reference to Exhibit
10.44 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(37) - Settlement Agreement and Stipulated Order on behalf of the State of Ohio on behalf of the
Ohio Environmental Protection Agency and approved by the Court on May 24, 1993 (incorporated
herein by reference to Exhibit 10.45 to LTV's Report on Form 10-Q for the quarter ended
June 30, 1993)
</TABLE>
II-6
<PAGE> 15
<TABLE>
<S> <C>
(10)-(38) - Settlement Agreement and Stipulated Order on behalf of the State of Georgia and
approved by the Court on May 24, 1993 (incorporated herein by reference to Exhibit 10.46
to LTV's Report on Form 10-Q for the quarter ended June 30, 1993)
(10)-(39) - Closing Agreement Between LTV, its subsidiaries and the Commissioner of Internal
Revenue as filed with the United States Bankruptcy Court for the Southern District of New York
on May 14, 1993 (incorporated herein by reference to Exhibit 10.47 to LTV's Report on Form
10-Q for the quarter ended June 30, 1993)
(10)-(40) - The LTV Corporation Non-Employee Directors Stock Option Plan adopted on October 22, 1993
(incorporated herein by reference to Exhibit 10.49 to Amendment No. 2 to LTV's
Registration Statement on Form S-1 [Registration No. 33-50217])
(10)-(41) - Amendment to LTV Executive Benefit Plan adopted October 22, 1993 (incorporated herein
by reference to Exhibit 10.50 to Amendment No. 2 to LTV's Registration Statement on Form S-1
[Registration No. 33-50217])
(10)-(42) - LTV Executive Benefit Trust Agreement approved on October 22, 1993 (incorporated
herein by reference to Exhibit 10.51 to Amendment No. 2 to LTV's Registration Statement on
Form S-1 [Registration No. 33-50217])
(10)-(43) - The LTV Corporation Supplemental Management Retirement Plan adopted on October 22, 1993
(incorporated herein by reference to Exhibit 10.52 to Amendment No. 2 to LTV's
Registration Statement on Form S-1 [Registration No. 33-50217])
(10)-(44) - The LTV Corporation Supplemental Management Retirement Trust Agreement approved on October
22, 1993 (incorporated herein by reference to Exhibit 10.53 to Amendment No. 2 to LTV's
Registration Statement on Form S-1 [Registration No. 33-50217])
(10)-(45) - The LTV Corporation Management Incentive Program as amended on January 28, 1994
(incorporated by reference to Exhibit (10)-(53) to LTV's Report on Form 10-K for the year
ended December 31, 1993)
(10)-(46) - Amendment to The LTV Corporation Supplemental Management Retirement Plan adopted on
January 28, 1994 (incorporated by reference to Exhibit (10)-(54) to LTV's Report on
Form 10-K for the year ended December 31, 1993)
(10)-(47) - Amendment to LTV Executive Benefit Plan adopted October 28, 1994 (incorporated herein by
reference to Exhibit (10)-(48) to LTV's Report on Form 10-Q for the quarter ended September
30, 1994)
</TABLE>
II-7
<PAGE> 16
<TABLE>
<S> <C>
(10)-(48) - Amendment to The LTV Corporation Management Incentive Program adopted October 28, 1994
(incorporated herein by reference to Exhibit (10)-(49) to LTV's Report on Form 10-Q for
the quarter ended September 30, 1994)
(10)-(49) - Amendment to The LTV Corporation Non-Employee Directors Stock Option Plan adopted October
28, 1994 (incorporated herein by reference to Exhibit (10)-(50) to LTV's Report on Form 10-Q
for the quarter ended September 30, 1994)
(10)-(50) - Amendment to The LTV Corporation Supplemental Management Retirement Plan adopted on
October 28, 1994 (incorporated herein by reference to Exhibit (10)-(51) to LTV's Report on
Form 10-Q for the quarter ended September 30, 1994)
(10)-(51) - The LTV Corporation Non-Employee Directors' Equity Compensation Plan (incorporated herein by
reference to Exhibit 4.3 to LTV's Registration Statement on Form S-8 [Registration No.
33-56857])
(10)-(52) - The LTV Corporation Non-Employee Directors' Deferred Compensation Plan (incorporated herein
by reference to Exhibit (10)-(53) to LTV's Report on Form 10-K for the year ended December 31,
1994)
(10)-(53) - The LTV Corporation Executive Deferred Compensation Plan (incorporated herein by
reference to Exhibit (10)-(54) to LTV's Report on Form 10-K for the year ended December 31,
1994)
(10)-(54) - Amendment No. 5 to the Settlement Agreement dated as of June 28, 1993 by and among the
PBGC, LTV, the Initial LTV Group and LTV, as Administrator of the Restored Plans
(incorporated herein by reference to Exhibit (10)-(55) to LTV's Report on Form 10-K for the
year ended December 31, 1994)
(10)-(55) - The Hourly Employee Stock Payment Alternative Plan (incorporated herein by reference to
Exhibit 4.3 to LTV's Registration Statement on Form S-8 [Registration No. 33-56861])
(10)-(56) - 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)
</TABLE>
II-8
<PAGE> 17
<TABLE>
<S> <C>
(10)-(57) - 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)-(58) - 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)-(59) - 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)-(60) - 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 (filed herewith)
(10)-(61) - 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 (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: April 30, 1996
----------------------
II-10
<PAGE> 1
EXHIBIT (1O)-(60)
FIFTH AMENDMENT TO LETTER OF CREDIT AGREEMENT
---------------------------------------------
FIFTH AMENDMENT (the "Amendment"), dated as of November 15, 1995, among
The LTV Corporation, a Delaware corporation ("LTV"), LTV Steel Company, Inc., a
New Jersey corporation, Continental Emsco Company, a Delaware 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.
WITNESSETH:
-----------
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;
NOW, THEREFORE, it is agreed:
1. Section 7.18 of the Credit Agreement is hereby amended by (i)
deleting the proviso appearing therein in its entirety and (ii) inserting the
following new proviso in lieu thereof:
"PROVIDED that LTV and its Subsidiaries may become and remain liable
as lessee, guarantor or other surety with respect to any such lease if
and to the extent that (i) if such sale leaseback constituted
Indebtedness, it would be permitted under Section 7.3(iii) or 7.3(xv),
and (ii) the aggregate amount of the liability (determined as
hereinafter provided) outstanding at any time under all such leases of
property not acquired by LTV or its Subsidiaries after October 12,
1994 does not exceed $10,000,000, it being understood that any
Operating Lease entered into as a sale leaseback under this Section
7.18 shall be treated as a Capital Lease in an amount equal to the
liability that would appear on the balance sheet of LTV and its
Subsidiaries if such
<PAGE> 2
Operating Lease were a Capital Lease) for purposes of compliance with
Sections 7.3(iii) and 7.3(xv) and clause (ii) of this proviso, as
applicable."
2. 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 Fifth
Amendment Effective Date and after giving effect to this Amendment;
(b) On the Fifth 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 Fifth 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.
3. 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.
4. 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.
5. 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.
6. This Amendment shall become effective on the date (the "Fifth
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.
7. From and after the Fifth 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.
-2-
<PAGE> 3
* * *
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 & Treasurer
LTV STEEL COMPANY, INC.
By: /s/ J.C. Skurek
----------------------------------------
Title: Vice President & Treasurer
LTV STEEL MINING CO.,
By: Youngstown Erie Corporation
By: /s/ J.C. Skurek
----------------------------------------
Title: Vice President & Treasurer
-3-
<PAGE> 4
By: Erie B Corporation
By: /s/ J.C. Skurek
----------------------------------------
Title: Vice President & Treasurer
By: Erie I Corporation
By: /s/ J.C. Skurek
----------------------------------------
Title: Vice President & Treasurer
LTV STEEL TUBULAR PRODUCTS
COMPANY
By: /s/ J.C. Skurek
----------------------------------------
Title: Vice President & Treasurer
BT COMMERCIAL CORPORATION,
individually and as Agent
and Collateral Agent
By: /s/ Linda McCormack
----------------------------------------
Title: Vice President
CHEMICAL BANK, as a Lender
By:
----------------------------------------
Title:
-4-
<PAGE> 5
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., as a Lender
By: /s/ ? ? ?
----------------------------------------
Title: Vice President & Deputy
General Manager
MELLON BANK, N.A., as a Lender
By: /s/ Roger N. Stanier
----------------------------------------
Title: Vice President
THE SUMITOMO BANK, LTD.,
CHICAGO BRANCH, as a Lender
By: /s/ James W. Semonchik
----------------------------------------
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: ? ? ?
----------------------------------------
Title: Vice President
CREDIT LYONNAIS, CHICAGO
BRANCH, as a Lender
By: /s/ Mary Ann Klemm
----------------------------------------
Title: Vice President and Group Head
-5-
<PAGE> 6
CAISSE NATIONALE DE CREDIT
AGRICOLE, as a Lender
By:
----------------------------------------
Title:
NATIONAL CITY BANK, as a Lender
By: /s/ Davis R. Bonner
----------------------------------------
Title: Vice President
SOCIETY NATIONAL BANK, as a Lender
By: /s/ Ruth C. Rob
----------------------------------------
Title:
-6-
<PAGE> 1
EXHIBIT (1O)-(61)
SIXTH AMENDMENT TO LETTER OF CREDIT AGREEMENT
---------------------------------------------
SIXTH AMENDMENT (the "Amendment"), dated as of February 14,
1996, among The LTV Corporation, a Delaware corporation ("LTV"), LTV Steel
Company, Inc., a New Jersey corporation, Continental Emsco Company, a Delaware
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.
WITNESSETH:
-----------
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;
NOW, THEREFORE, it is agreed:
1. Section 1.1 of the Credit Agreement is hereby amended by
deleting the word "two" in clauses (i) and (ix) of the definition of Surplus
Cash Equivalents and inserting in lieu thereof the word "three".
2. Section 1.1 of the Credit Agreement is hereby further amended
by deleting the word "one" in clause (x) of the definition of Surplus Cash
Equivalents and inserting in lieu thereof the word "seven".
3. Section 1.1 of the Credit Agreement is hereby further amended
by deleting the phrase "one (1) year" in the definition of Surplus Cash Pool and
inserting in lieu thereof the phrase "one and one-half (1 1/2) years".
4. Section 1.1 of the Credit Agreement is hereby further
amended by inserting at the end of the text opposite the Investment labeled
"(x)" in the table in the
<PAGE> 2
definition of Surplus Cash Pool the proviso "(not more than 10% having an
average life in excess of one year)".
5. Section 7.6(i) of the Credit Agreement is hereby amended by deleting
the amount "$150,000,000" appearing therein and inserting in lieu thereof the
amount "$75,000,000".
6. Section 7.6(vi) of the Credit Agreement is hereby amended by deleting
the amount "$50,000,000" appearing therein and inserting in lieu thereof the
amount "$100,000,000".
7. Section 7.6(vii) of the Credit Agreement is hereby amended by
deleting the amount "$200,000,000" appearing therein and inserting in lieu
thereof the amount "$275,000,000".
8. Section 7.7(a)(ii) of the Credit Agreement is hereby amended by (i)
inserting after the phrase "LTV Common Stock" and before the phrase "in an
aggregate amount" the heading "(A)" and (ii) inserting immediately prior to the
semicolon at the end thereof the following new phrase:
"and (B) in an aggregate cumulative amount (exclusive of amounts
purchased pursuant to clause (A) of this Section 7.7(a)(ii)) not at
any time to exceed the lesser of (x) $175,000,000 or (y) 11,300,000
shares of LTV Common Stock (adjusted for stock splits, stock dividends
and additional issuances which do not decrease the percentage
ownership of holders of LTV Common Stock in LTV); provided that at the
time of any purchase of LTV Common Stock pursuant to this clause (B),
both immediately before and after giving effect thereto, the following
statements shall be true to the satisfaction of the Agent (and each
purchase of LTV Common Stock shall constitute a representation and
warranty by LTV to each of the Lenders that on the date of such
purchase of LTV Common Stock immediately before and after giving
effect thereto, such statements are true):
(1) The representations and warranties contained in this
Agreement and in each other Credit Document are true and correct
in all material respects on and as of the date of purchase of LTV
Common Stock as though made on and as of such date, except to the
extent that such representations and warranties expressly relate
solely to an earlier date (in which case such representations and
warranties shall have been true and correct on and as of such
earlier date);
(2) No event has occurred and is continuing, or would result
from such purchase of LTV Common Stock, which would constitute a
Default or an Event of Default;
-2-
<PAGE> 3
(3) No change or development shall have occurred since the
Closing Date which, in any such case, has had or is reasonably
expected to have a Material Adverse Effect, and shall be
continuing; and
(4) There is a total of $250,000,000 in Daily Operating Cash
Equivalents and Surplus Cash Equivalents on the consolidated
balance sheet of LTV.
9. 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 Sixth
Amendment Effective Date and after giving effect to this Amendment;
(b) On the Sixth 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 Sixth 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.
10. 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.
11. 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.
12. 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.
13. This Amendment shall become effective on the date (the "Sixth
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.
14. From and after the Sixth 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 and Treasurer
LTV STEEL COMPANY, INC.
By: /s/ J.C. Skurek
----------------------------------------
Title:
LTV STEEL MINING CO.,
By: Youngstown Erie Corporation
By: /s/ J.C. Skurek
----------------------------------------
Title:
-4-
<PAGE> 5
By: Erie B Corporation
By: /s/ J.C. Skurek
----------------------------------------
Title:
By: Erie I Corporation
By: /s/ J.C. Skurek
----------------------------------------
Title:
LTV STEEL TUBULAR PRODUCTS
COMPANY
By: /s/ J.C. Skurek
----------------------------------------
Title:
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
----------------------------------------
Title: Vice President
-5-
<PAGE> 6
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., as a Lender
By: /s/ ? ? ?
----------------------------------------
Title: Vice President and Deputy
General Manager
MELLON BANK, N.A., as a Lender
By: /s/ Roger N. Stanier
----------------------------------------
Title: Vice President
THE SUMITOMO BANK, LTD.,
CHICAGO BRANCH, as a Lender
By: /s/ Hiroyuki Iwami
----------------------------------------
Title: Joint General Manager
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: ? ? ?
----------------------------------------
Title: Vice President
CREDIT LYONNAIS, CHICAGO
BRANCH, as a Lender
By: /s/ Mary Ann Klemm
----------------------------------------
Title: Vice President and Group Head
-6-
<PAGE> 7
CAISSE NATIONALE DE CREDIT
AGRICOLE, as a Lender
By: /s/ David Bouhl, F.V.P.
----------------------------------------
Title: Head of Corporate Banking Chicago
NATIONAL CITY BANK, as a Lender
By: /s/ Davis R. Bonner
----------------------------------------
Title: Vice President
SOCIETY NATIONAL BANK, as a Lender
By: /s/ Ruth C. Rob
----------------------------------------
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 March 31,
---------------------------------------------------------
1996 1995
---------------------- --------------------------
Shares Amount EPS Shares Amount EPS
------ ------ --- ------ ------ ---
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $ 13.3 $ 50.9
Preferred stock dividend requirements (0.6) (0.6)
------ --------
12.7 50.3
Share base:
Average Common Stock outstanding 105,360 105,788
Common Stock equivalent shares
resulting from outstanding
Series A Warrants,
Stock Options, Restricted
Stock and other 55 9
Common Stock issuable upon
conversion of Series B
Preferred Stock (A) 2,926 0.6
------- ------ ------- --------
105,415 $ 12.7 108,723 $ 50.9
======= ====== ======= ========
Primary earnings per share
Continuing operations $0.12 $ 0.47
Discontinued operations - -
----- ------
Net income $0.12 $ 0.47
===== ======
</TABLE>
(A) Addition of these shares would result in antidilution.
<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 March 31,
--------------------------------------------------------
1996 1995
--------------------- -----------------------
Shares Amount EPS Shares Amount EPS
------ ------ --- ------ ------ ---
<S> <C> <C> <C> <C> <C> <C>
Income from continuing operations $13.3 $ 50.9
Preferred stock dividend requirements (0.6) (0.6)
----- --------
12.7 50.3
Share base:
Average Common Stock outstanding 105,360 105,788
Common Stock equivalent shares
resulting from outstanding
Series A Warrants,
Stock Options, Restricted
Stock and other 58 9
Common Stock issuable upon
conversion of Series B
Preferred Stock (A) 2,926 0.6
Common Stock issuable upon
conversion of Senior Secured
Convertible Notes (A) 5,128 1.3
------- ----- ------- ------
105,418 $12.7 113,851 $ 52.2
======= ===== ======= ======
Fully diluted earnings per share
Continuing operations $0.12 $0.46
Discontinued operations - -
----- -----
Net income $0.12 $0.46
===== =====
</TABLE>
(A) Addition of these shares would result in antidilution.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 203
<SECURITIES> 529
<RECEIVABLES> 418
<ALLOWANCES> 17
<INVENTORY> 745
<CURRENT-ASSETS> 1,889
<PP&E> 3,116
<DEPRECIATION> 580
<TOTAL-ASSETS> 5,417
<CURRENT-LIABILITIES> 912
<BONDS> 0
<COMMON> 53
0
1
<OTHER-SE> 1,339
<TOTAL-LIABILITY-AND-EQUITY> 5,417
<SALES> 993
<TOTAL-REVENUES> 993
<CGS> 879
<TOTAL-COSTS> 946
<OTHER-EXPENSES> (11)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2
<INCOME-PRETAX> 21
<INCOME-TAX> 8
<INCOME-CONTINUING> 13
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.12
</TABLE>
