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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, 1997 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.)
200 Public Square 44114-2308
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
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
105,340,865 shares of common stock
(as of July 24, 1997)
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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,
------------------ ------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $1,092.2 $1,075.1 $2,164.1 $2,068.2
Costs and expenses:
Cost of products sold 938.8 929.2 1,870.0 1,808.9
Depreciation and amortization 68.2 67.9 135.8 135.0
Selling, general and administrative 39.2 36.3 76.3 70.4
Results of affiliates operations 11.5 - 11.5 -
Net interest and other income (10.6) (8.9) (19.3) (17.9)
-------- -------- -------- --------
Total 1,047.1 1,024.5 2,074.3 1,996.4
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 45.1 50.6 89.8 71.8
Income tax provision:
Taxes payable 1.7 1.1 3.5 1.5
Taxes not payable in cash 16.3 17.5 32.4 25.0
-------- -------- -------- --------
Total 18.0 18.6 35.9 26.5
-------- -------- -------- --------
NET INCOME $ 27.1 $ 32.0 $ 53.9 $ 45.3
-------- -------- -------- --------
-------- -------- -------- --------
Earnings per share:
Primary $ 0.25 $ 0.30 $ 0.50 $ 0.42
Fully diluted $ 0.25 $ 0.29 $ 0.50 $ 0.42
Cash dividends per common share $ 0.03 $ 0.03 $ 0.06 $ 0.03
</TABLE>
- ------
See notes to consolidated financial statements.
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THE LTV CORPORATION
CONSOLIDATED BALANCE SHEET
(in millions, except per share data)
June 30, December 31,
1997 1996
-------- ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 177.1 $ 107.4
Marketable securities 498.9 566.4
-------- --------
Total cash and marketable securities 676.0 673.8
Receivables, less allowance for doubtful accounts 428.8 400.3
Inventories:
Products 594.4 570.6
Materials, purchased parts and supplies 221.0 231.7
-------- --------
Total inventories 815.4 802.3
Prepaid expenses, deposits and other 14.0 11.9
-------- --------
Total current assets 1,934.2 1,888.3
-------- --------
INVESTMENTS IN AFFILIATES 279.3 256.3
OTHER NONCURRENT ASSETS 144.8 149.1
PROPERTY, PLANT AND EQUIPMENT 3,973.9 3,871.3
Allowance for depreciation (879.3) (754.5)
-------- --------
Total property, plant and equipment 3,094.6 3,116.8
-------- --------
$5,452.9 $5,410.5
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 318.3 $ 351.1
Accrued employee compensation and benefits 417.2 372.9
Other accrued liabilities 183.8 175.0
-------- --------
Total current liabilities 919.3 899.0
-------- --------
NONCURRENT LIABILITIES
Long-term debt 154.8 152.6
Postemployment health care and other insurance
benefits 1,586.6 1,596.0
Pension benefits 617.9 647.9
Other 411.2 404.3
-------- --------
Total noncurrent liabilities 2,770.5 2,800.8
-------- --------
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 1,053.5 1,021.1
Retained earnings 693.3 646.7
Treasury stock (1,995,581 shares at cost) (26.5) -
Minimum pension liability adjustment and other (10.5) (10.4)
-------- --------
Total shareholders' equity 1,763.1 1,710.7
-------- --------
$5,452.9 $5,410.5
-------- --------
-------- --------
- ------
See notes to consolidated financial statements.
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THE LTV CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(Unaudited)
Six Months Ended
June 30,
-------------------
1997 1996
---- ----
OPERATING ACTIVITIES
Net income $ 53.9 $ 45.3
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 135.8 135.0
Income tax provision not payable in cash 32.4 25.0
Defined benefit pension expense 21.9 36.4
Postemployment benefit payments
less (more) than related expense 0.6 (0.6)
VEBA Trust contributions (10.0) (11.3)
Changes in assets, liabilities and other (49.9) 22.0
-------- --------
Net cash provided by operating activities 184.7 251.8
-------- --------
INVESTING ACTIVITIES
Capital expenditures (130.5) (82.1)
Investment in affiliates (37.8) (64.4)
Net sales (purchases) of marketable securities 67.5 (138.1)
Other 20.7 (5.1)
-------- --------
Net cash used in investing activities (80.1) (289.7)
-------- --------
FINANCING ACTIVITIES
Pension funding to restored plans (1.0) (43.7)
Preferred dividends paid (1.1) (1.1)
Common dividends paid (6.3) (3.2)
Share repurchases (26.5) -
-------- --------
Net cash used in financing activities (34.9) (48.0)
-------- --------
Net increase (decrease) in cash and cash equivalents 69.7 (85.9)
Cash and cash equivalents at beginning of period 107.4 265.9
-------- --------
Cash and cash equivalents at end of period $ 177.1 $ 180.0
-------- --------
-------- --------
Supplemental cash flow information is presented
as follows:
Interest payments $ 5.5 $ 7.7
Income tax payments 3.7 1.1
Capitalized interest 7.8 4.1
Purchases of marketable securities 3,341.2 2,550.4
Sales and maturities of marketable securities 3,409.3 2,415.9
- ------
See notes to consolidated financial statements.
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THE LTV CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997
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, 1996 included in the LTV Annual Report to Shareholders incorporated
by reference into the 1996 Annual Report on Form 10-K filed with the Securities
and Exchange Commission.
NOTE (2) - The Company's income tax provision was $35.9 million in the first six
months of 1997 compared with $26.5 million in 1996. Included in the 1997 and
1996 first six months' income tax provisions are federal and state income tax
expense amounts of $32.4 million and $25.0 million, respectively, which do not
result in cash payments and were reported as increases to the additional paid-in
capital account of shareholders' equity. The Company's tax rate for the second
quarter of 1997 is higher than the prior year primarily due to timing
differences of deductions, which resulted in higher taxable income.
NOTE (3) - In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share," which requires changes to the method
currently used to compute earnings per share and becomes effective at
December 31, 1997. The impact of Statement No. 128 on the calculation of primary
and fully diluted earnings per share is not expected to be material.
NOTE (4) - On July 2, 1997, the Company, through its new wholly-owned subsidiary
VP Buildings, Inc., purchased substantially all of the assets and certain
liabilities of Varco-Pruden Building Products Division of United Dominion
Industries, Inc. for cash of approximately $187.5 million. Varco-Pruden
engineers and manufactures pre-engineered, non-residential, low-rise steel
building systems for manufacturing, warehousing, school and commercial
applications. This transaction will be accounted for as a purchase and,
accordingly, the accounts and transactions of the acquired company will be
included in the consolidated financial statements from the date of acquisition.
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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 1997
AND 1996
SALES
Sales of $1.092 billion in the second quarter of 1997 increased by $17
million (2%) from the second quarter of 1996. Second quarter 1997 steel
shipments of 2.1 million tons decreased by 65,000 tons (3%) from the second
quarter of 1996. The overall sales increase in the second quarter of 1997 also
included higher average selling prices of 5%.
Sales of $2.164 billion in the first six months of 1997 increased by $96
million (5%) from the first six months of 1996. Steel shipments in the first
six months of 1997 of 4.1 million tons increased by 19,000 tons from the first
six months of 1996. The overall sales increase in the first six months of 1997
also included higher average selling prices of 4%.
Nonsteel sales in the second quarter of 1997 of $38 million were $2 million
higher than the second quarter of 1996. Nonsteel sales in the first six months
of 1997 of $66 million were $5 million higher than the first six months of 1996.
PRODUCTION AND COSTS
Raw steel production of 2.3 million tons in the second quarter of 1997
increased by 47,000 tons compared with the second quarter of 1996. The average
operating rate (of AISI defined capacity) at the Company's steelmaking
facilities during the second quarter of 1997 was 108% compared with 106% in
1996.
Raw steel production of 4.5 million tons in the first six months of 1997
increased by 80,000 tons compared with the first six months of 1996. The
average operating rate (of AISI defined capacity) at the Company's steelmaking
facilities during the first six months of 1997 was 108% compared with 106% in
1996.
Cost of products sold as a percentage of sales remained at 86% in the second
quarter of 1997 and 1996 and decreased to 86% in the first six months of 1997
from 87% in the first six months of 1996. The decrease in the first half of
1997 is primarily due to the higher average selling prices in the 1997 period,
partially offset by increased ore production costs and higher steel costs
primarily due to a shift in the mix of products sold and a special charge of
$4.0 million related to a fire at the Company's Cleveland Works pickle line
in June 1997. The damaged pickle line affected about 10% of total production
and resumed service in July 1997.
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RESULTS OF AFFILIATES OPERATIONS
Results of affiliates operations consists principally of LTV's share of losses
from its 50% interest in Trico Steel Company, L.L.C., which commenced commercial
operations in the second quarter of 1997.
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 1997, cash provided by operating activities
amounted to $184.7 million. In the first six months of 1997, total cash and
cash equivalents increased by $69.7 million, primarily due to the net sales of
marketable securities of $67.5 million. Major uses of cash during the first six
months of 1997 included capital expenditures of $130.5 million, investments in
steel-related businesses of $37.8 million, and $26.5 million for the repurchase
of Company stock. Since December 31, 1996, total cash, cash equivalents and
marketable securities have increased by $2.2 million to $676.0 million at
June 30, 1997.
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, 1997,
$311.3 million was permitted to be borrowed; however, no borrowings were
outstanding and letters of credit outstanding amounted to $23.4 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, 1997, letters of credit totaling $75.5 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, share repurchases, capital expenditures,
investments in subsidiaries and borrowings. Under the terms of the most
restrictive debt covenant, approximately $183.1 million of retained earnings are
available for common stock dividend payments at June 30, 1997. 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 its financial flexibility.
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LTV competes directly with domestic and foreign integrated flat rolled carbon
steel producers and 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. Minimills are relatively efficient,
low-cost producers that generally produce steel from scrap in electric furnaces,
have lower employment and environmental costs, and generally target regional
markets. 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 full year are estimated to
total approximately $320 million.
On July 14, 1997, the Company announced its intent to close its Pittsburgh
coke facility by the end of the year, which would result in a special charge of
approximately $150 million in the third quarter of 1997. Approximately one-
third of this charge does not require cash outlays with the balance anticipated
to be paid over a period in excess of ten years.
LTV is currently negotiating with the United Steelworkers of America for new
labor agreements covering employees at the Company's two electro-galvanizing
facilities. The current agreements expire on July 31, 1997 and negotiations are
continuing.
ENVIRONMENTAL LIABILITIES AND OTHER
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 $5.7 million during the first six months of 1997 for
environmental clean-up and related matters at operating and idled facilities,
and at June 30, 1997, has a recorded liability of $94.8 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
$12.7 million in the first six months of 1997 for environmental compliance-
related capital expenditures and expects it will be required to spend an average
of approximately $35 million annually in capital expenditures during the next
five years to meet environmental standards.
In the second quarter, various litigation, reorganization and environmental
reserves were reviewed for adequacy. As part of this normal review process, the
impact of the Thomson
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lawsuit ($14.6 million) (see Part II, Item 1, Legal Proceedings for further
discussion) was recognized and the environmental and other reserves were
changed to reflect current requirements. The net effect was not material to
the results of operations.
OUTLOOK
Through the end of the second quarter of 1997, the Company has continued to
experience a high demand for its products and a strong rate of incoming orders,
although this may not continue in the future due to high import levels,
increased capacity and competition and a strengthening dollar. These factors,
along with industry capacity additions, could negatively affect future market
prices for the Company's products. The Company anticipates that its results
during the third quarter will reflect a lower value mix due to customer summer
outages. Also, there are a number of planned equipment outages for maintenance,
repairs and upgrades that will affect earnings.
This report includes forward-looking statements. Our use of the words
"outlook," "believes," "estimate," "expect" and similar words are intended to
identify these statements as forward looking. These statements represent our
current judgment on what the future holds. While we believe them to be
reasonable, a number of important factors could cause actual results to differ
materially from those projected. These factors include relatively small changes
in market price or market demand; changes in raw material costs; increased
operating costs, loss of business from major customers, especially for high
value-added product; unanticipated expenses; substantial changes in financial
markets; labor unrest; unfair foreign competition; major equipment failure; or
unanticipated results in pending legal proceedings. In this regard, we also
direct your attention to factors discussed above in the Management's Discussion
and Analysis.
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PART II
ITEM 1. LEGAL PROCEEDINGS.
In April 1997, Thomson CSF, S.A. paid the Company $29.3 million to satisfy a
judgment in the Company's favor in the action described under "Aerospace-Related
Litigation" in Item 3 of the Company's Report on Form 10-K for the year ended
December 31, 1996 ("10-K"). Also in April 1997, the Company contributed $14.7
million of such amount to an aerospace creditor trust in accordance with the
terms of the Company's Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, as amended.
In 1997, the Company settled the Notice of Violation issued by the Indiana
Department of Environmental Management regarding the release of contaminants
into the ground at the Indiana Harbor Works which is described in Item 3 of the
Company's 10-K under "State of Indiana" with the payment by LTV Steel of a civil
penalty of $426,750, all but $85,380 of which will be satisfied by the
construction of certain environmental projects. In addition, LTV Steel is
required to demonstrate compliance through July 1, 1998 with applicable air
quality standards at the BOF roof monitors or install further controls if
compliance is not demonstrated.
In May 1997, the Bankruptcy Court entered an order approving a settlement and
dismissing the asbestos litigation against a past affiliate of the Company
pending in the U.S. District Court for the Northern District of Ohio which is
described under "Asbestos-Related Litigation" in Item 3 of the Company's 10-K.
The settlement resolves approximately 1,170 claims at a cost to the Company of
approximately $1.3 million.
Also in the other asbestos-related litigation described in Item 3 of the
Company's 10-K, the Company has entered into a stipulation with the plaintiffs'
counsel that limits LTV's liability, if any, to exposure that occurred after
June 28, 1993, which is the date the Company's Plan of Reorganization became
effective. Subsequent thereto, plaintiff dismissed without prejudice LTV Steel
and the other premises defendants from the litigation.
Inland Steel Company has appealed the decision of the U.S. Patent Office to
the Patent Office Board of Appeals in the patent litigation described under
"Patent Litigation" in Item 3 of the 10-K. A decision of the Patent Board of
Appeals is pending.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders was held April 24, 1997. 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.
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1. All four nominees for director listed in the proxy statement were elected.
Name Votes For Votes Withheld
---- --------- --------------
David H. Hoag 96,398,002 526,974
Paul G. Stern 96,385,785 539,191
Stephen B. Timbers 96,392,312 532,664
Farah M. Walters 96,391,307 533,669
2. The proposal to approve the Company's amended and restated Management
Incentive Program passed. (For - 82,318,417; Against - 13,934,492; Abstained -
671,568)
3. The proposal to ratify the selection of Ernst & Young LLP as LTV's outside
auditors for 1997 passed. (For - 95,569,818; Against - 820,580; Abstained -
534,578)
ITEM 5. OTHER INFORMATION
BY-LAW AMENDMENTS:
ADVANCE STOCKHOLDER NOTICE REQUIREMENTS AND OTHER PROVISIONS
In 1996, LTV adopted amendments to its By-Laws intended to promote the
efficient functioning of its annual meetings. The amendments confirm LTV's
right to determine the time, place and conduct of stockholder meetings, require
advance notice by mail or delivery to LTV of stockholder proposals or director
nominations for annual meetings and require persons wishing to conduct a
solicitation of written consents of stockholders or to call a special meeting of
stockholders to apply to the Board of Directors to set a record date for the
consent solicitation or to determine whether the requisite number of
stockholders desire to call a special meeting.
Under the amended By-Laws, stockholders must provide LTV with at least 60
days, but no more than 90 days, notice prior to the announced Tentative Meeting
Date of (i) business the stockholder is proposing for consideration at that
meeting and (ii) persons the stockholder intends to nominate for election as
directors at that meeting.
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
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THEIR ADVISORS OR LTV IN ADVANCE OF ACQUIRING SUCH SECURITIES TO DETERMINE IF
ADVANCE APPROVAL MUST BE OBTAINED FROM LTV'S BOARD OF DIRECTORS.
LTV's Board of Directors was required by Article Ninth of LTV's Restated
Certificate of Incorporation to consider during 1996 whether to waive the
transfer restrictions in Article Ninth with respect to all future transfers of
securities. At its October 1996 meeting, the Board of Directors, after
considering all relevant factors, determined not to waive Article Ninth at this
time.
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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.
(2)-(1) - The LTV Second Modified Joint Plan of
Reorganization (incorporated herein by reference
to Exhibit (28)(a)-(3) to LTV's Annual Report on
Form 10-K for the Fiscal Year ended December 31,
1992, filed with the Commission (File No. 1-4368)
on March 31, 1993)
(2)-(2) - Confirmation Order of the United States Bankruptcy
Court for the Southern District of New York
entered on May 27, 1993, confirming the LTV Second
Modified Joint Plan of Reorganization (which
includes, as Exhibit C to the Confirmation Order,
amendments to the LTV Second Modified Joint Plan
of Reorganization) (incorporated herein by
reference to Exhibit 2(2) to LTV's Current Report
on Form 8-K, filed with the Commission (File No.
1-4368) on June 7, 1993)
(3)-(1) - Restated Certificate of Incorporation of LTV dated
June 28, 1993 (incorporated herein by reference to
Exhibit 3.1 to LTV's Registration Statement on
Form S-1 [Registration No. 33-50217])
(3)-(2) - Certificate of Designations for Series B Preferred
Stock (incorporated herein by reference to Exhibit
4 to SMI America, Inc.'s 13D Filing)
(3)-(3) - Amendments to LTV's By-Laws adopted on October 25,
1996 (incorporated herein by reference to Exhibit
(3)-(1) to LTV's Report on Form 10-Q for the
quarter ended September 30, 1996)
(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)
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(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)
(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)
II-5
<PAGE>
(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)
(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)
II-6
<PAGE>
(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)
II-7
<PAGE>
(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)
II-8
<PAGE>
(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])
II-9
<PAGE>
(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 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)-(49) - 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)-(50) - 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)-(51) - 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)-(52) - 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)
II-10
<PAGE>
(10)-(53) - 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)-(54) - 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)-(55) - 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)-(56) - 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)
(10)-(57) - 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 (incorporated herein by reference to
Exhibit (10)-(61) to LTV's Report on Form 10-Q for
the quarter ended June 30, 1996)
(10)-(58) - The LTV Corporation Amended and Restated Non-
Employee Directors' Equity Compensation Plan
adopted on November 22, 1996 (incorporated herein
by reference to Exhibit (10)-(58) to LTV's Report
on Form 10-K for the year ended December 31, 1996)
(10)-(59) - The LTV Corporation Amended and Restated Non-
Employee Directors' Deferred Compensation Plan
adopted on November 22, 1996 (incorporated herein
by reference to Exhibit (10)-(59) to LTV's Report
on Form 10-K for the year ended December 31, 1996)
II-11
<PAGE>
(10)-(60) - The LTV Corporation Amended and Restated Executive
Deferred Compensation Plan adopted on October 25,
1996 (incorporated herein by reference to Exhibit
(10)-(60) to LTV's Report on Form 10-K for the
year ended December 31, 1996)
(10)-(61) - Amendment No. 9 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)-(61) to LTV's Report on
Form 10-K for the year ended December 31, 1996)
(10)-(62) - Amendment No. 10 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)-(62) to LTV's Report on
Form 10-Q for the quarter ended March 31, 1997)
(11) - Statement re Computation of Per Share Earnings
(filed herewith)
(27) - Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K
No report on Form 8-K was filed by the registrant for the
relevant period.
II-12
<PAGE>
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 29, 1997
II-13
<PAGE>
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, Six Months Ended June 30,
---------------------------------------------- ------------------------------------------------
1997 1996 1997 1996
--------------------- ----------------------- --------------------- -----------------------
Shares Amount EPS Shares Amount EPS Shares Amount EPS Shares Amount EPS
------- ------- ----- ------- ------ ------ ------- ------ ------ ------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net income $ 27.1 $ 32.0 $ 53.9 $ 45.3
Preferred stock dividend
requirements (0.5) (0.5) (1.1) (1.1)
------- ------ ------ -------
26.6 31.5 52.8 44.2
Share base:
Average common
stock outstanding 104,173 105,360 104,598 105,360
Common Stock equivalent shares
resulting from outstanding
Series A Warrants, Stock
Options and Restricted
Stock 180 69 143 59
Common Stock issuable upon
conversion of Series B
Preferred Stock 2,926 0.5 2,926 0.5 2,926 1.1 2,926 1.1
------- ------- ------- ------- -------- ------ ------- ------
107,279 $ 27.1 108,355 $ 32.0 107,667 $ 53.9 108,345 $ 45.3
------- ------- ------- ------- -------- ------ ------- ------
------- ------- ------- ------- -------- ------ ------- ------
PRIMARY EARNINGS PER SHARE $ 0.25 $ 0.30 $ 0.50 $ 0.42
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
<PAGE>
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, Six Months Ended June 30,
---------------------------------------------- ------------------------------------------------
1997 1996 1997 1996
--------------------- ----------------------- --------------------- -----------------------
Shares Amount EPS Shares Amount EPS Shares Amount EPS Shares Amount EPS
------- ------- ----- ------- ------ ------ ------- ------ ------ ------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net income $ 27.1 $ 32.0 $ 53.9 $ 45.3
Preferred stock dividend
requirements (0.5) (0.5) (1.1) (1.1)
------- ------ ------ -------
26.6 31.5 52.8 44.2
Share base:
Average common
stock outstanding 104,173 105,360 104,598 105,360
Common Stock equivalent shares
resulting from outstanding
Series A Warrants, Stock
Options and Restricted
Stock 217 65 209 64
Common Stock issuable upon
conversion of Series B
Preferred Stock 2,926 0.5 2,926 0.5 2,926 1.1 2,926 1.1
Common Stock issuable upon
conversion of Senior
Secured Convertible Notes 5,128 1.3 5,128 1.3 5,128 2.6 (A) -
------- ------- ------- ------- -------- ------ ------- ------
112,444 $ 28.4 113,479 $ 33.3 112,861 $ 56.5 108,350 $ 45.3
------- ------- ------- ------- -------- ------ ------- ------
------- ------- ------- ------- -------- ------ ------- ------
FULLY DILUTED EARNINGS PER SHARE $ 0.25 $ 0.29 $ 0.50 $ 0.42
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
(A) Addition of these shares would result in antidilution.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 177
<SECURITIES> 499
<RECEIVABLES> 447
<ALLOWANCES> 18
<INVENTORY> 815
<CURRENT-ASSETS> 1,934
<PP&E> 3,974
<DEPRECIATION> 879
<TOTAL-ASSETS> 5,453
<CURRENT-LIABILITIES> 919
<BONDS> 155
0
1
<COMMON> 53
<OTHER-SE> 1,709
<TOTAL-LIABILITY-AND-EQUITY> 5,453
<SALES> 1,092
<TOTAL-REVENUES> 1,092
<CGS> 939
<TOTAL-COSTS> 1,058
<OTHER-EXPENSES> (11)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 45
<INCOME-TAX> 18
<INCOME-CONTINUING> 27
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27
<EPS-PRIMARY> 0.25
<EPS-DILUTED> 0.25
</TABLE>
