<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended June 30, 1999 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.
99,948,572 shares of common stock
(as of July 15, 1999)
<PAGE> 2
ITEM 1. FINANCIAL STATEMENTS
THE LTV CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
SALES $ 1,014 $ 1,093 $ 2,002 $ 2,220
Costs and expenses:
Cost of products sold 909 977 1,804 1,962
Depreciation and amortization 66 61 131 126
Selling, general and administrative 46 46 91 91
Results of affiliates' operations 9 9 22 18
Net interest and other income (expense) 1 (6) (2) (15)
Special charges 39 -- 39 --
---------- ---------- ---------- ----------
Total 1,070 1,087 2,085 2,182
---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES (56) 6 (83) 38
Income tax provision:
Taxes payable 2 -- 4 2
Taxes not payable in cash -- 2 -- 13
---------- ---------- ---------- ----------
Total 2 2 4 15
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (58) $ 4 $ (87) $ 23
========== ========== ========== ==========
Earnings per share:
Basic and Diluted $ (0.58) $ 0.03 $ (0.88) $ 0.22
========== ========== ========== ==========
Cash dividends per common share $ 0.03 $ 0.03 $ 0.06 $ 0.06
========== ========== ========== ==========
</TABLE>
- --------
See notes to consolidated financial statements.
I-1
<PAGE> 3
THE LTV CORPORATION
CONSOLIDATED BALANCE SHEET
(in millions, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 72 $ 101
Marketable securities 164 210
------------ ------------
Total cash and marketable securities 236 311
Receivables, less allowance for doubtful accounts 466 375
Inventories:
Products 566 571
Materials, purchased parts and supplies 257 283
------------ ------------
Total inventories 823 854
Prepaid expenses, deposits and other 17 15
------------ ------------
Total current assets 1,542 1,555
------------ ------------
INVESTMENTS IN AFFILIATES 324 314
OTHER NONCURRENT ASSETS 236 190
PROPERTY, PLANT AND EQUIPMENT 4,273 4,325
Allowance for depreciation (1,181) (1,060)
------------ ------------
Total property, plant and equipment 3,092 3,265
------------ ------------
$ 5,194 $ 5,324
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 332 $ 321
Accrued employee compensation and benefits 317 328
Other accrued liabilities 211 190
------------ ------------
Total current liabilities 860 839
------------ ------------
NONCURRENT LIABILITIES
Long-term debt 302 302
Postemployment health care and other insurance benefits 1,531 1,552
Pension benefits 551 565
Other 418 438
------------ ------------
Total noncurrent liabilities 2,802 2,857
------------ ------------
SHAREHOLDERS' EQUITY
Convertible preferred stock (aggregate liquidation value $50) 1 1
Common stock (par value $0.50 per share) 53 53
Additional paid-in capital 1,032 1,032
Retained earnings 527 621
Treasury stock (5 million shares at cost) (68) (68)
Accumulated other comprehensive loss and other (13) (11)
------------ ------------
Total shareholders' equity 1,532 1,628
------------ ------------
$ 5,194 $ 5,324
============ ============
</TABLE>
- ---------
See notes to consolidated financial statements.
I-2
<PAGE> 4
THE LTV CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (87) $ 23
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Special charges 39 --
Noncash losses of affiliates 22 18
Depreciation and amortization 131 126
Income tax provision not payable in cash -- 13
Defined benefit pension expense (10) 2
Postemployment benefit payments more than related expense (10) (10)
Changes in assets, liabilities and other (67) (15)
------------ ------------
Net cash provided by operating activities 18 157
------------ ------------
INVESTING ACTIVITIES
Capital expenditures (84) (211)
Investments in steel-related businesses (29) (45)
Net sales of marketable securities 46 69
Proceeds from sale/leaseback and other dispositions 34 4
Other (7) (4)
------------ ------------
Net cash used in investing activities (40) (187)
------------ ------------
FINANCING ACTIVITIES
Borrowings -- 4
Dividends paid and other (7) (8)
------------ ------------
Net cash used in financing activities (7) (4)
------------ ------------
Net decrease in cash and cash equivalents (29) (34)
Cash and cash equivalents at beginning of period 101 160
------------ ------------
Cash and cash equivalents at end of period $ 72 $ 126
============ ============
Supplemental cash flow information is presented as follows:
Interest payments $ 14 $ 1
Income tax payments 1 5
Capitalized interest 9 16
Purchases of marketable securities 102 1,941
Sales and maturities of marketable securities 148 2,011
</TABLE>
- ---------
See notes to consolidated financial statements.
I-3
<PAGE> 5
THE LTV CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
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, 1998 included in the LTV Annual Report to Shareholders incorporated
by reference in the 1998 Annual Report on Form 10-K filed with the Securities
and Exchange Commission.
NOTE (2) - At June 30, 1999, accumulated other comprehensive loss included in
the balance sheet amounted to $13 million with no material changes since
December 31, 1998. The accumulated other comprehensive loss at June 30, 1998 was
$3 million, with no material changes since December 31, 1997.
NOTE (3) - The Company has a 50% interest, accounted for under the equity
method, in an unconsolidated joint venture, Trico Steel Company, L.L.C. ("Trico
Steel"), which began commercial operations in April 1997. Included in LTV's
consolidated results are pretax losses of $8 million and $10 million for the
three months ended June 30, 1999 and 1998, respectively, and pretax losses of
$21 million and $19 million for the six months ended June 30, 1999 and 1998,
respectively, representing the Company's share of Trico Steel operating results.
The following is a summary of the financial information related to Trico Steel
(in millions):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
-------------------- -------------------
Results of operations: 1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 70 $ 73 $ 117 $ 153
Costs and expenses 85 93 158 191
-------- -------- -------- --------
Pretax loss $ (15) $ (20) $ (41) $ (38)
======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Financial Position June 30, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Current assets $ 74 $ 54
Noncurrent assets 515 531
Current liabilities (44) (27)
Noncurrent liabilities (324) (296)
----- -----
Net assets $ 221 $ 262
===== =====
</TABLE>
I-4
<PAGE> 6
NOTE (4) - The Company operates in three reportable segments consisting of
Integrated Steel, Metal Fabrication and Corporate and Other. Integrated Steel
manufactures and sells a diversified line of carbon steel products consisting of
hot rolled and cold rolled sheet, galvanized and tin mill products for the
domestic transportation, appliance, container and electrical equipment markets.
Metal Fabrication produces pipe, conduit and tubular products for use in
transportation, agriculture, oil and gas and construction industries. The
segment also engineers and manufactures pre-engineered, low-rise steel building
systems for manufacturing, warehousing and commercial applications. Corporate
and Other consists of steel-related joint ventures, primarily Trico Steel and
Cliffs and Associates Limited ("CAL"), which are accounted for using the equity
method, and corporate investments and related income and expense.
LTV's reportable segments are strategic business units grouped by similar
products, technologies and manufacturing processes. They are managed separately
because each segment serves a different market and group of customers. Segment
performance is measured on pretax profit or loss from operations before special
items. Integrated Steel accounts for intersegment sales at current market prices
as if transactions had taken place with third parties.
<TABLE>
<CAPTION>
1999
---------------------------------------------------------------
Integrated Metal Corporate
For the three months ended June 30: Steel Fabrication & Other Total
----- ----------- ------- -----
<S> <C> <C> <C> <C>
Trade sales $ 847 $ 167 $ -- $ 1,014
Intersegment sales 15 -- -- 15
Segment income (loss) before
special charges and income taxes (14) 12 (15) (17)
Special charges (39) -- -- (39)
</TABLE>
<TABLE>
<CAPTION>
1998
---------------------------------------------------------------
Integrated Metal Corporate
For the three months ended June 30: Steel Fabrication & Other Total
----- ----------- ------- -----
<S> <C> <C> <C> <C>
Trade sales $ 920 $ 173 $ -- $ 1,093
Intersegment sales 17 -- -- 17
Segment income (loss) before
special charges and income taxes (2) 16 (8) 6
Special charges -- -- -- --
</TABLE>
<TABLE>
<CAPTION>
1999
---------------------------------------------------------------
Integrated Metal Corporate
For the six months ended June 30: Steel Fabrication & Other Total
----- ----------- ------- -----
<S> <C> <C> <C> <C>
Trade sales $ 1,687 $ 315 $ -- $ 2,002
Intersegment sales 44 -- -- 44
Segment income (loss) before
special charges and income taxes (37) 21 (28) (44)
Special charges (39) -- -- (39)
</TABLE>
<TABLE>
<CAPTION>
1998
---------------------------------------------------------------
Integrated Metal Corporate
For the six months ended June 30: Steel Fabrication & Other Total
----- ----------- ------- -----
<S> <C> <C> <C> <C>
Trade sales $ 1,884 $ 336 $ -- $ 2,220
Intersegment sales 41 -- -- 41
Segment income (loss) before
special charges and income taxes 21 30 (13) 38
Special charges -- -- -- --
</TABLE>
I-5
<PAGE> 7
NOTE (5) - LTV's wholly owned subsidiary, LTV Steel Company, Inc., has fully and
unconditionally guaranteed the Company's obligation to pay principal, premium,
if any, and interest with respect to the Senior Notes due September 2007. The
following supplemental condensed consolidating financial statements of The LTV
Corporation present: the balance sheets as of June 30, 1999 and December 31,
1998; statements of operations for the three months and six months ended June
30, 1999 and 1998; and statements of cash flows for the six months ended June
30, 1999 and 1998. The LTV Corporation (Parent), LTV Steel Company, Inc.
(Guarantor) and the combined Non-Guarantor Subsidiaries' investments in
subsidiaries are accounted for using the equity method. Necessary elimination
entries have been made to consolidate the Parent and all of its subsidiaries.
Condensed Consolidating Balance Sheet
(in millions)
<TABLE>
<CAPTION>
June 30, 1999
----------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash, cash equivalents and marketable securities $ 212 $ (23) $ 47 $ -- $ 236
Receivables 2 -- 464 -- 466
Notes receivable/(payable) -- 893 (893) -- --
Inventories -- -- 823 -- 823
Other current assets 2 8 7 -- 17
------- ------- ------- ------- -------
Total current assets 216 878 448 -- 1,542
Intercompany, net 338 124 (462) -- --
Investments and other noncurrent assets 1,315 257 453 (1,465) 560
Property, plant and equipment, net -- 2,872 220 -- 3,092
------- ------- ------- ------- -------
Total assets $ 1,869 $ 4,131 $ 659 $(1,465) $ 5,194
======= ======= ======= ======= =======
Total current liabilities $ 22 $ 740 $ 98 $ -- $ 860
Long-term debt 299 -- 3 -- 302
Postemployment health care and other insurance benefits -- 1,408 123 -- 1,531
Pension benefits -- 546 5 -- 551
Other 16 378 24 -- 418
Shareholders' equity 1,532 1,059 406 (1,465) 1,532
------- ------- ------- ------- -------
Total liabilities and shareholders' equity $ 1,869 $ 4,131 $ 659 $(1,465) $ 5,194
======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
----------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash, cash equivalents and marketable securities $ 276 $ (22) $ 57 $ -- $ 311
Receivables 3 -- 372 -- 375
Notes receivable/(payable) -- 891 (891) -- --
Inventories -- -- 854 -- 854
Other current assets 3 8 4 -- 15
------- ------- ------- ------- -------
Total current assets 282 877 396 -- 1,555
Intercompany, net 282 125 (407) -- --
Investments and other noncurrent assets 1,405 189 447 (1,537) 504
Property, plant and equipment, net -- 3,039 226 -- 3,265
------- ------- ------- ------- -------
Total assets $ 1,969 $ 4,230 $ 662 $(1,537) $ 5,324
======= ======= ======= ======= =======
Total current liabilities $ 25 $ 700 $ 114 $ -- $ 839
Long-term debt 298 -- 4 -- 302
Postemployment health care and other insurance benefits -- 1,432 120 -- 1,552
Pension benefits -- 560 5 -- 565
Other 18 400 20 -- 438
Shareholders' equity 1,628 1,138 399 (1,537) 1,628
------- ------- ------- ------- -------
Total liabilities and shareholders' equity $ 1,969 $ 4,230 $ 662 $(1,537) $ 5,324
======= ======= ======= ======= =======
</TABLE>
I-6
<PAGE> 8
Condensed Consolidating Statement of Operations
(in millions)
<TABLE>
<CAPTION>
Three Months Ended June 30, 1999
------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- $ 891 $ 1,120 $ (997) $ 1,014
Costs and expenses:
Cost of products sold -- 807 1,099 (997) 909
Depreciation and amortization -- 59 7 -- 66
Selling, general and administrative 4 31 11 -- 46
Results of affiliates' operations 51 26 9 (77) 9
Net interest and other 1 (17) 17 -- 1
Special charges -- 39 -- -- 39
------- ------- ------- ------- -------
Total 56 945 1,143 (1,074) 1,070
------- ------- ------- ------- -------
Income (loss) before income taxes (56) (54) (23) 77 (56)
Income tax provision (2) -- -- -- (2)
------- ------- ------- ------- -------
Net income (loss) $ (58) $ (54) $ (23) $ 77 $ (58)
======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended June 30, 1998
------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- $ 965 $ 1,249 $(1,121) $ 1,093
Costs and expenses:
Cost of products sold -- 892 1,206 (1,121) 977
Depreciation and amortization -- 55 6 -- 61
Selling, general and administrative 3 33 10 -- 46
Results of affiliates' operations (3) 4 9 (1) 9
Net interest and other (6) (20) 20 -- (6)
------- ------- ------- ------- -------
Total (6) 964 1,251 (1,122) 1,087
------- ------- ------- ------- -------
Income (loss) before income taxes 6 1 (2) 1 6
Income tax provision (2) -- -- -- (2)
------- ------- ------- ------- -------
Net income (loss) $ 4 $ 1 $ (2) $ 1 $ 4
======= ======= ======= ======= =======
</TABLE>
I-7
<PAGE> 9
Condensed Consolidating Statement of Operations (Continued)
(in millions)
<TABLE>
<CAPTION>
Six Months Ended June 30, 1999
------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- $ 1,793 $ 2,262 $(2,053) $ 2,002
Costs and expenses:
Cost of products sold -- 1,644 2,213 (2,053) 1,804
Depreciation and amortization -- 117 14 -- 131
Selling, general and administrative 6 64 21 -- 91
Results of affiliates' operations 80 41 22 (121) 22
Net interest and other (3) (34) 35 -- (2)
Special charges -- 39 -- -- 39
------- ------- ------- ------- ------
Total 83 1,871 2,305 (2,174) 2,085
------- ------- ------- ------- ------
Income (loss) before income taxes (83) (78) (43) 121 (83)
Income tax provision (4) -- -- -- (4)
------- ------- ------- ------- ------
Net income (loss) $ (87) $ (78) $ (43) $ 121 $ (87)
======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 1998
------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- $ 1,990 $ 1,850 $(1,620) $ 2,220
Costs and expenses:
Cost of products sold -- 1,810 1,772 (1,620) 1,962
Depreciation and amortization -- 113 13 -- 126
Selling, general and administrative 7 65 19 -- 91
Results of affiliates' operations (32) -- 18 32 18
Net interest and other (13) (29) 27 -- (15)
------- ------- ------- ------- ------
Total (38) 1,959 1,849 (1,588) 2,182
------- ------- ------- ------- ------
Income before income taxes 38 31 1 (32) 38
Income tax provision (15) (12) (1) 13 (15)
------- ------- ------- ------- ------
Net income $ 23 $ 19 $ -- $ (19) $ 23
======= ======= ======= ======= =======
</TABLE>
I-8
<PAGE> 10
Condensed Consolidating Cash Flows Statement
(in millions)
<TABLE>
<CAPTION>
Six Months Ended June 30, 1999
------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash (used in) provided by operating activities $ (55) $ 79 $ (6) $ -- $ 18
Investing activities:
Capital expenditures -- (73) (11) -- (84)
Investments in steel-related businesses -- -- (29) -- (29)
Net sales of marketable securities 46 -- -- -- 46
Proceeds from sale/leaseback and other (2) (7) 36 -- 27
------- ------- ------- ------- -------
Net cash provided by (used in) investing activities 44 (80) (4) -- (40)
------- ------- ------- ------- -------
Financing activities:
Dividends paid and other (7) -- -- -- (7)
------- ------- ------- ------- -------
Net cash (used in) provided by financing activities (7) -- -- -- (7)
------- ------- ------- ------- -------
Net increase (decrease) in cash and cash equivalents (18) (1) (10) -- (29)
Cash and cash equivalents at beginning of year 66 (22) 57 -- 101
------- ------- ------- ------- -------
Cash and cash equivalents at end of period $ 48 $ (23) $ 47 $ -- $ 72
======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 1998
------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash (used in) provided by operating activities $ (85) $ 174 $ 68 $ -- $ 157
Investing activities:
Capital expenditures -- (185) (26) -- (211)
Investments in steel-related businesses -- -- (45) -- (45)
Net sales of marketable securities 69 -- -- -- 69
------- ------- ------- ------- -------
Net cash provided by (used in) investing activities 69 (185) (71) -- (187)
------- ------- ------- ------- -------
Financing activities:
Borrowings -- -- 4 -- 4
Dividends paid and other (7) (1) -- -- (8)
------- ------- ------- ------- -------
Net cash (used in) provided by financing activities (7) (1) 4 -- (4)
------- ------- ------- ------- -------
Net increase (decrease) in cash and cash equivalents (23) (12) 1 -- (34)
Cash and cash equivalents at beginning of year 108 (16) 68 -- 160
------- ------- ------- ------- -------
Cash and cash equivalents at end of period $ 85 $ (28) $ 69 $ -- $ 126
======= ======= ======= ======= =======
</TABLE>
I-9
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Summary results for the three months and six months ended June 30, 1999 and 1998
for each segment are listed below ($ in millions):
<TABLE>
<CAPTION>
Three Months Ended June 30,
----------------------------------------------------------------------
Integrated Steel Metal Fabrication Corporate and Other
---------------------- --------------------- --------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Sales -Trade $ 847 $ 920 $ 167 $ 173 $ -- $ --
Intersegment 15 17 -- -- -- --
Cost of products sold 785 852 139 142 -- --
Selling, general and administrative 29 29 14 13 3 4
Results of affiliates' operations -- -- (1) (2) 10 11
Net interest and other income (expense) (1) (1) -- -- 2 (5)
Special charges 39 -- -- -- -- --
Income (loss) before income taxes (53) (2) 12 16 (15) (8)
Tons in thousands
Steel shipments
Trade 1,819 1,819 111 121
Intersegment 38 47 -- --
Raw steel production 2,136 1,773 -- --
Operating rate 99% 83%
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended June 30,
----------------------------------------------------------------------
Integrated Steel Metal Fabrication Corporate and Other
---------------------- --------------------- --------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Sales -Trade $ 1,687 $ 1,884 $ 315 $ 336 $ -- $ --
Intersegment 44 41 -- -- -- --
Cost of products sold 1,586 1,726 262 277 -- --
Selling, general and administrative 58 59 27 25 6 7
Results of affiliates' operations -- -- (1) (2) 23 20
Net interest and other income (expense) (1) (1) -- -- (1) (14)
Special charges 39 -- -- -- -- --
Income (loss) before income taxes (76) 21 21 30 (28) (13)
Tons in thousands
Steel shipments
Trade 3,629 3,776 220 248
Intersegment 155 118
Raw steel production 4,289 3,997
Operating rate 100% 94%
</TABLE>
I-10
<PAGE> 12
Integrated Steel
- ----------------
Sales in 1999 decreased due to lower average steel selling prices as a result of
the continuing impact of high imports that flooded the market in the last half
of 1998 and lower shipments for the first quarter of the year. Shipments in the
second quarter were equal to the prior year quarter.
Cost of products sold as a percentage of sales increased in 1999 from 1998
primarily as a result of lower average selling prices. During the second
quarter of 1999, costs were affected by $8 million due to unscheduled equipment
outages at the Company's Cleveland Works and Indiana Harbor Works and railroad
transportation difficulties related to the split-up of Conrail by CSX and
Norfolk Southern. These were partially offset by cost reductions including
lower purchased materials for both the second quarter and first six months of
1999.
Raw steel production at the Company's steelmaking facilities increased in the
1999 periods, primarily due to the reduced operating levels in the 1998 second
quarter during the H-4 blast furnace reline. The Company follows American Iron
and Steel Institute ("AISI") standards in calculating its maximum operating rate
based on 95% of blast furnace capacity, which recognizes the average effect of
blast furnace relines. Steel production may be supplemented with purchases of
semifinished steel when demand for the Company's products exceeds production
capability.
In the second quarter of 1999, a special charge of $37 million was recorded upon
the suspension of a pilot business systems project being installed at the
Hennepin, Illinois plant. The decision to suspend the implementation does not
affect the implementation of LTV's other new business systems that are providing
higher levels of performance in materials management, plant maintenance,
purchasing, human resources and financial management. LTV also recognized a
special charge of $2 million related to a salaried workforce reduction already
implemented.
Selling, general and administrative expenses in 1999 were about equal to the
1998 expenses.
Metal Fabrication
- -----------------
Sales in 1999 decreased primarily due to lower average tubular selling prices
and shipments partially offset by higher metal buildings sales.
Cost of products sold as a percentage of sales increased in 1999 as a result of
lower average tubular product selling prices and the startup costs of the new
tubing facility in Marion, Ohio.
Selling, general and administrative expenses were in line with the prior year.
Corporate and Other
- -------------------
Results of affiliates' operations includes steel-related joint ventures such as
Trico Steel and CAL. The transformer failure that occurred in late January 1999
continued to impact Trico Steel's results into the second quarter, but the
installation of a temporary power line permitted achievement of productivity
improvements. Trico Steel generated its highest monthly hot band production
level in
I-11
<PAGE> 13
May 1999 and achieved record shipments in June 1999. Consequently, second
quarter 1999 results improved over both the first quarter of 1999 and the second
quarter of 1998.
Also included in this segment are the pre start-up costs of CAL, a direct
reduced iron joint venture in which LTV has a 46.5% interest. CAL is progressing
but with typical mechanical delays for a new start-up facility. Global market
conditions for scrap substitute have improved in recent months and will provide
an opportunity to increase production levels as full production capability is
achieved.
Lower interest and other income resulted from decreased interest income on lower
levels of investments and lower capitalized interest.
Income Taxes
- ------------
The 1999 and 1998 cash taxes consist of state and federal taxes including a less
than 80% owned subsidiary. In 1999 the Company recorded a full valuation
allowance to offset the non-cash tax benefit arising from the current year loss.
In the three months and six months ended June 30, 1998, the Company recorded $2
million and $13 million, respectively, of non-cash taxes. Under fresh-start
financial statement reporting rules, tax benefits associated with
pre-reorganization net deductible temporary differences and net operating loss
carryforwards cannot be recognized as a reduction to the tax provision but
increase additional paid-in capital.
The Company's ability to reduce future income tax payments through the use of
net operating loss carryforwards could be significantly limited on an annual
basis if the Company were to undergo an "ownership change" within the meaning of
Section 382 of the Internal Revenue Code of 1986. For the purpose of preserving
LTV's ability to utilize its net operating loss carryforwards, Article Ninth of
LTV's Restated Certificate of Incorporation prohibits, with certain limited
exceptions, any unapproved acquisition of common stock that would cause the
ownership interest percentage of the acquirer or any other person to increase to
4.5% or above.
LIQUIDITY AND FINANCIAL RESOURCES
The Company's sources of liquidity include cash and cash equivalents, marketable
securities, cash from operations, long-term borrowings, amounts available under
credit facilities and other external sources of funds.
In 1999, total cash, cash equivalents and marketable securities decreased by $75
million to $236 million as of June 30, 1999. During 1999, cash provided by
operating activities amounted to $18 million. Major uses of cash during 1999
included $84 million in capital expenditures and $29 million for investments in
steel-related businesses.
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<PAGE> 14
The Company's two credit facilities with banks, a "Receivables Facility" and an
"Inventory Facility," provide the Company with up to $570 million of financing
resources at prevailing market rates. Substantially all of the Company's
receivables and inventories are pledged as collateral under these credit
facilities agreements.
Management believes that cash provided by operations, along with its credit
facilities, are sufficient to fund the current requirements of working capital,
capital expenditures, investments in businesses and joint ventures and other
postemployment benefits. Due to the low production levels experienced by Trico
Steel, LTV and its other two partners entered into credit commitments in 1998 to
lend additional funds to Trico Steel. In the first six months of 1999, LTV
advanced Trico Steel $17 million against these commitments, with an additional
$11 million commitment remaining from LTV.
The Company's Senior Notes contain various covenants that require the Company to
maintain certain financial ratios and amounts. This agreement places
restrictions on payments of dividends, share repurchases, capital expenditures,
investments in subsidiaries and borrowings. At June 30, 1999, amounts available
for future dividends and stock repurchases include $27 million based upon a
percentage of defined earnings; an additional $40 million is available and is
not limited by earnings. The Company does not believe that the restrictions
contained in these covenants will cause significant limitations on its financial
flexibility.
COMPETITION AND PRICES
Domestic steel producers face significant competition from foreign producers
affecting both prices and volume. For the full year 1998, imports of flat
rolled product from all foreign countries totaled approximately 20 million tons
or 25% of domestic steel consumption, an increase of 43% from 1997 levels. A
significant amount of the 1998 increase occurred after July 1998 as the last
half of 1998 had imports totaling 30% of domestic steel consumption. Although
imports the first five months of 1999 were 18% of domestic steel consumption,
based on preliminary reports by the AISI, the effects of the higher 1998 levels
has led to the reduced prices in 1999. The intensity of foreign competition is
substantially affected by the relative strength of foreign economies and
fluctuations in the value of the U.S. dollar against foreign currencies.
Decisions by some foreign producers with respect to production and sales may be
influenced to a greater degree by political and economic policy considerations
of their governments than by prevailing market conditions. Currency
fluctuations and reduced consumption by Asian markets resulted in a significant
increase in imports in 1998.
In September 1998, LTV Steel, along with other domestic integrated producers,
filed hot rolled trade cases against dumped and subsidized imports from Japan,
Russia and Brazil. In early 1999, the Department of Commerce ("DOC") issued
final dumping determinations against Japan setting margins ranging from 20% to
67%, against Brazil setting margins ranging from 42% to 43% and countervailing
duty margins ranging from 6% to 10%, and against Russia setting margins ranging
from 74% to 185%.
I-13
<PAGE> 15
Despite the DOC's issuance of substantial final dumping determinations against
the three countries and additional countervailing duty determinations against
Brazil, the DOC entered into suspension agreements with Brazil and Russia.
Additionally, the DOC entered into a comprehensive agreement with Russia
covering substantially all imports of Russian steel mill products into the U.S.
Under the terms of the Brazilian suspension agreement, Brazilian producers are
prohibited from exporting any hot rolled steel products into the U.S. until
October 1, 1999. Thereafter such imports are limited to 295,000 metric tons per
twelve-month period. The agreement establishes a reference price of $327 per
metric ton, below which Brazilian producers are prohibited from selling. In
addition, because the reference price is set in U.S. dollars, at the U.S. market
rate, it will not be affected by exchange rate fluctuations.
The Russian suspension agreement includes a moratorium on shipments for the
first year, a quota for four subsequent years and a price provision. Russian
producers are prohibited from exporting any steel to the U.S. covered by the
agreement until January 1, 2000. Thereafter such imports would be limited by
the following quotas: 325,000 metric tons in 2000; 500,000 metric tons in 2001;
675,000 metric tons in 2002; and 725,000 metric tons in 2003. The agreement
establishes minimum prices ranging from $255 to $280 per metric ton FOB, above
which Russian steel must be sold in the U.S.
The Russian comprehensive agreement restricts exports of Russian steel to the
U.S. in major product areas not already covered by other agreements or
antidumping orders. The comprehensive agreement, combined with the hot-rolled
suspension agreement, and the suspension agreement on carbon steel plate signed
in 1997, covers substantially all imports of Russian steel mill products into
the U.S.
On June 21, 1999, LTV Steel, along with other domestic integrated producers,
filed cold rolled trade cases against dumped and subsidized imports from
Argentina, Brazil, China, Indonesia, Japan, Russia, Slovakia, South Africa,
Taiwan, Thailand, Turkey and Venezuela. Antidumping complaints with margins
ranging from 17% to 122% were filed against the twelve countries. Countervailing
duty complaints with margins ranging from 12% to 101% were filed against Brazil,
Indonesia, Thailand and Venezuela. In July 1999, the U. S. International Trade
Commission ("ITC") made preliminary determination that dumped cold rolled steel
imports from Japan, Russia, Brazil, China, Argentina, Indonesia, Taiwan,
Thailand, Slovakia, Turkey, South Africa and Venezuela caused or threatened
material injury to domestic producers. The ITC also made a preliminary
determination that subsidies on imports from all of those countries (except
Indonesia, Thailand and Venezuela) caused or threatened material injury to
domestic producers, allowing the countervailing duty subsidies against those
countries to proceed.
LTV also competes with other domestic integrated producers, some of which have
greater resources than the Company, and with minimills, which are relatively
efficient, low-cost producers that generally produce steel from scrap in
electric furnaces, have lower employment and environmental costs and
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<PAGE> 16
generally target regional markets. Recently developed thin slab casting
technologies have allowed some minimill producers to enter certain sectors of
the flat rolled market that have traditionally been supplied by integrated
producers, and other producers have announced their intention to do the same.
Industry experts estimate that current domestic raw steel production capacity
will be increased by at least 5% by the end of 2000 as new minimills now under
construction engage in start-up operations or begin operation.
Many steel products face substantial competition from manufacturers of other
products, including plastics, aluminum, ceramics, glass, wood and concrete.
Joint ventures have been one of the Company's primary means for expanding its
operations, and the Company expects to continue to make investments in joint
ventures. Many of the joint venture opportunities that the Company is pursuing
are start-up operations and require significant investments before becoming
operational. The development, construction and start-up of such operations are
themselves subject to numerous risks. After start-up, further investments may be
required and significant losses could be incurred before any profits are
realized.
On February 28, 1998, the Company ceased operations at the Pittsburgh coke plant
and began the closure process. LTV established reserves for the cost of the
closure and clean-up in the third quarter of 1997. Spending charged against this
reserve in the first six months of 1999 totaled $10 million. In April 1999, the
Company completed the closure of the cold rolled finishing operations in the
Number 2 finishing department at the Cleveland Works. The expense of this
closure was included as part of the special charges recorded in the fourth
quarter of 1998. There has been $1 million of spending against this reserve in
1999.
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. 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.
If, in the future, the Company were required to implement corrective actions,
the Company could be required to record additional liabilities that cannot be
estimated at this time, but could be substantial.
During the first six months of 1999, the Company spent approximately $10 million
for environmental clean-up and related matters at operating and idled
facilities, and at June 30, 1999 has a recorded liability of $127 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 approximately
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<PAGE> 17
$6 million in 1999 for environmental compliance-related capital expenditures and
expects it will be required to spend an average of approximately $22 million
annually in capital expenditures during the next five years to meet
environmental standards.
YEAR 2000 READINESS
Although LTV does not currently manufacture any products containing embedded
chips or any computerized products, LTV (like most companies) has been faced
with the task of addressing the Year 2000 issue, which is the result of computer
programs being written using two digits rather than four to define the
applicable year. Any of the Company's computer programs or any hardware that
have date-sensitive software or embedded chips may recognize a date using "00"
as the year 1900 rather than the year 2000.
Since the commencement of its Year 2000 readiness effort in late 1996, LTV has
been engaged in a company-wide effort to achieve Year 2000 readiness for both
information technology (IT) and non-information technology (non-IT) systems for
its consolidated operations. LTV has a Steering Committee for Year 2000 issues,
which meets regularly and is comprised of high-level executives and other
management personnel and Year 2000 consultants. The Company is primarily using
its own employees to achieve readiness in most of its manufacturing and
operations systems, augmented by outside expertise related to specific systems.
With the exception of certain outsourced business systems such as payroll and
employee benefits, the Company has contracted with its principal Year 2000
outside contractor (the "Outside Contractor") to achieve Year 2000 readiness
with respect to its steel business and related information technology
infrastructure systems ("Business Systems").
LTV's Year 2000 readiness program involves several stages, including (l) an
inventory stage to locate programs and devices that may have date sensitivities,
(2) a risk assessment and prioritization stage to determine the degree of
noncompliance and the potential impact on LTV's business, (3) a remediation
stage for affected systems and devices, (4) a test stage to determine if the
repaired program or device is ready, and (5) an implementation stage to return
the program or device back into operation.
The following table shows the Company's estimates of the stages of readiness of
the business systems within its consolidated operations as well as its
manufacturing and operations systems which include non-IT systems such as smart
sensors, logic controllers, distributed control systems and embedded
microprocessors.
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<PAGE> 18
<TABLE>
<CAPTION>
As of June 30, 1999
-------------------
Y2K
Readiness
Y2K Y2K Impact of Overall
Inventory Assessment Inventory* Completed
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Business Systems**
o Integrated Steel 100% 100% 90%
o Metal Fabrication 100% 100% 100%
Manufacturing Systems**
o Integrated Steel 100% 100% 99%
o Metal Fabrication 100% 100% 100%
Infrastructure**
o Integrated Steel 100% 100% 99%
o Metal Fabrication 100% 100% 100%
Supply Chain**
o Integrated Steel NA NA NA 100%
o Metal Fabrication NA NA NA 100%
Contingency Plans**
o Integrated Steel NA NA NA 100%
o Metal Fabrication NA NA NA 58%
</TABLE>
*The Company considers inventory "Y2K ready" only after testing to confirm that
remediation, replacement and/or work around has resolved any material Y2K
problem and such inventory is returned to production. All Integrated Steel
systems are scheduled for completion by the end of 1999 including the outsourced
payroll and benefits systems within Business Systems.
**Excluded from the table are unconsolidated operations accounted for by the
equity method such as Trico Steel and various foreign joint ventures.
Because the Company's IT and non-IT systems are subject to continuous updating,
the Company will continue to monitor any new or modified systems placed in
service prior to the Year 2000 rollover date.
In addition to the Company's Year 2000 program described above, LTV has
implemented a business systems project, which includes new purchasing, accounts
payable, spare parts inventory, human resource and maintenance planning systems
throughout its steel operations. Outsourced payroll and benefits systems for its
steel operations are scheduled for completion by the end of 1999. All of the
above systems are excluded from the Year 2000 readiness program costs which are
disclosed below.
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<PAGE> 19
The Company continues to address the additional potential consequences that may
result from unresolved Year 2000 issues and continues to query material third
parties, including suppliers, utility and other resource providers and customers
to assess their Year 2000 readiness efforts. Positive statements of readiness
have been received from 70% of the Company's suppliers. The Company has assumed
that any nonresponsive third party will be noncompliant for the purpose of risk
assessment. The Company has implemented a supply chain plan for most sole source
and mission critical suppliers and customers. The Company has also developed
contingency plans for its steel and steel-related plants, which assumes the loss
of electricity, gas and water. These plans include provisions for alternate
sources of power and plans to manage LTV's steel and steel-related plants to a
safe condition followed by a staged recovery to help ensure employee safety and
continued environmental compliance on the Year 2000 rollover date. The Company
is taking action to prepare for the implementation of its contingency plans such
as securing generators or otherwise providing for alternative sources of power
and the establishment of command centers for communication and coordination on
the Year 2000 rollover date.
In the event the Company and material third parties such as critical suppliers
and/or customers fail to become Year 2000 compliant, a most reasonably likely
worst case scenario could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, production
difficulties, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities which could result in a material
adverse effect on the Company's business and results of operations.
The Company has budgeted approximately $55 million for its Year 2000 readiness
efforts, with $8 million designated for remediation of manufacturing and
operations systems and $47 million allocated for Business Systems. These
expenses include replacing some outdated, noncompliant hardware and noncompliant
software as well as identifying and remediating known Year 2000 problems. LTV
expensed $8 million and $35 million of these costs in the years 1997 and 1998,
respectively, and $10 million in the first six months of 1999. The funds
expensed for Year 2000 are outside of the normal information technology budget.
Because LTV's readiness program is not yet fully implemented and is subject to
certain risks and uncertainties, including the readiness efforts of material
third parties, there can be no assurance that LTV will not incur material costs
beyond the anticipated costs described above.
The cost of the Year 2000 project and the dates by which LTV believes it will be
Year 2000 ready are based on management's current best estimates, which were
derived based on numerous assumptions of future events, including the timely
completion of the outsourced payroll and benefits systems, the continued
availability of certain resources, third party modification plans and other
factors. There can be no guarantee, however, that these estimates will be
achieved; and actual results could differ materially from those anticipated.
Specific factors that might cause such differences include, but are not limited
to, the availability and cost of personnel trained in this area, the ability to
locate and correct all relevant computer codes and imbedded computer technology
in a timely manner and the ability of LTV's suppliers and customers to become
Year 2000 compliant in a timely manner.
I-18
<PAGE> 20
OUTLOOK
Although demand for the Integrated Steel segment's products remains strong and
efforts to increase prices to appropriate levels continue, the recent price
increases will not be sufficient to increase average selling prices to 1998
levels. In addition to the impact of lower selling prices, the Company will also
be affected by the reline of the C-6 blast furnace at the Cleveland Works
scheduled to begin in the third quarter.
The Metal Fabrication segment shows continued strong sales of metal buildings
systems and tubular products in a robust construction market, while some pipe
products are being negatively affected by reduced demand in the energy market
and by imports. The Metal Fabrication segment results will continue to reflect
the start-up operating losses from its new Marion, Ohio tubing facility in the
third quarter of 1999.
The Corporate and Other segment will be affected by the startup losses of CAL
and reduced interest income on lower cash balances compared to prior years.
Trico Steel should return to full power when permanent transformer replacements
are completed later in the third quarter. The depressed prices for direct
reduced iron produced by CAL are expected to limit the prospects for achieving
profitable production levels.
The Company has a labor agreement with the United Steelworkers of America
("USWA") for approximately 9,500 active employees, primarily hourly workers, on
terms consistent with those negotiated with other major integrated steel
producers. The agreement expires August 1, 1999. LTV Steel began contract
negotiations with the USWA during June 1999. The Company is confident that the
continuing negotiations will result in an equitable agreement that addresses
the needs of its employees and the competitive marketplace. Also, the
possibility of a work stoppage exists prior to reaching a contract settlement,
which could have a material adverse effect on the results of operations.
This report includes forward-looking statements. Our use of the words "outlook,"
"anticipate," "believes," "estimate," "expect" and similar words is intended to
identify these statements as forward- looking. These statements represent our
current judgment on what the future holds. While the Company believes 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 domestic capacity; 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; unanticipated results in pending legal
proceedings; or difficulties in implementing information technology, including
Year 2000 compliant systems. In this regard, we also direct your attention to
factors discussed above in the Management's Discussion and Analysis.
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<PAGE> 21
PART II
ITEM 1. LEGAL PROCEEDINGS
In June 1999, a partial tentative settlement was reached with the U.S. EPA
in the environmental proceeding filed in the U.S. District Court for the
Northern District of Ohio described in the Company's Report on Form 10-K for the
year ended December 31, 1998 ("10-K Report"). The settlement, if finalized,
would require the Company to pay a civil penalty of $85,000; in return, the U.S.
EPA would cause all the counts in the complaint relating to the Company's Warren
Coke Plant to be dismissed.
As reported in the 10-K Report, the U.S. Army Corps of Engineers (the
"Corps") is proposing to dredge the federal channel within the Indiana Harbor
and Indiana Harbor Ship Canal and has estimated the cost to be in excess of
$135 million, most of which will be federally funded. Based on estimates by the
Corps, removal and disposal of sediments adjacent to LTV Steel would cost
approximately $2.1 million (non-federally funded). The East Chicago Waterway
Management District, an entity created by the State of Indiana, will ultimately
have the responsibility to secure the non-federally funded portion, including
the $2.1 million allocated to LTV Steel.
Also in June 1999, the Natural Resource Trustees performing the National
Resource Damage Assessment of the Grand Calumet River System described in the
10-K Report proposed a settlement to LTV and 17 other entities operating in the
industrial area adjacent to the river system. The settlement contemplates the
dredging and disposal of all contaminated sediment in the river and canal
upstream of the federal channel and the management of additional contaminated
sediment adjacent to the federal channel but not covered by the Corps project
referred to above. The settlement also would require habitat restoration and
public use access projects.
The Company is presently unable to predict whether it would be held liable
for any portion of these dredging and disposal projects, and, while the cost of
such projects could be significant, is unable to predict the cost of such
projects or its share of such costs.
Also in June 1999, a tentative settlement was reached with the Indiana
Department of Environmental Management with regard to the Notice of Violation at
the Company's H-3 blast furnace described in the 10-K Report. The settlement, if
finalized, would require the Company to pay a civil penalty of $84,500.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders was held April 23, 1999. 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 relating to
such meeting.
1. All three nominees for director listed in the proxy statement were
elected.
II-1
<PAGE> 22
Name Votes For Votes Withheld
---- --------- --------------
John E. Jacob 93,533,238 1,572,994
Edward C. Joullian, III 93,523,850 1,582,382
Samuel K. Skinner 93,494,999 1,611,233
2. The proposal to ratify the selection of Ernst & Young LLP as LTV's
outside auditors for 1999 passed. (For - 93,749,706; against - 837,986;
abstained - 518,541)
ITEM 5. OTHER INFORMATION
BY-LAW AMENDMENTS:
ADVANCE STOCKHOLDER NOTICE REQUIREMENTS AND OTHER PROVISIONS
LTV has provisions in its By-Laws intended to promote the efficient
functioning of its annual meetings. The provisions describe 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 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.
LTV has selected April 28, 2000 as the Tentative Meeting Date for the next
Annual Meeting of Stockholders. Accordingly, stockholders who intend to propose
business for consideration, or to nominate persons for election as directors at
the 2000 Annual Meeting, are required to provide notice and the required
information to the Company no earlier than January 29, 2000 and no later than
February 28, 2000.
REQUIRED APPROVAL FOR CERTAIN PURCHASES OF
COMMON STOCK
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 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 and aggregation of
shares
II-2
<PAGE> 23
purchased by persons acting in concert. PURCHASES OF COMMON STOCK 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
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.
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 that
time.
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])
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<PAGE> 24
(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) - LTV's Restated By-Laws adopted on September 1,
1998 (incorporated herein by reference to
Exhibit (3)-(3) to LTV's Report on Form 10-Q for
the quarter ended September 30, 1998)
(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) - 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)-(5) - 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)-(6) - 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)-(7) - 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)
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<PAGE> 25
(10)-(8) - 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)-(9) - 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)-(10) - 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)-(11) - 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)-(12) - 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)-(13) - 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)
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<PAGE> 26
(10)-(14) - 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)-(15) - Open-End 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)-(16) - 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)-(17) - 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)-(18) - 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)-(19) - 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)-(20) - Settlement Agreement and Stipulated Order on
behalf of the State of Indiana on behalf of the
Indiana Department of Environmental Management
approved by the Court on May 24, 1993
(incorporated herein by reference to Exhibit
10.40 to LTV's Report on Form 10-Q for the
quarter ended June 30, 1993)
II-6
<PAGE> 27
(10)-(21) - 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)-(22) - 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)-(23) - 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)-(24) - 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)-(25) - 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)-(26) - 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)-(27) - 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)-(28) - 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])
II-7
<PAGE> 28
(10)-(29) - 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)-(30) - 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)-(31) - 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)-(32) - 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)-(33) - 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)-(34) - 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-K for the quarter ended September 30,
1994)
(10)-(35) - 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)-(36) - 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)
II-8
<PAGE> 29
(10)-(37) - 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)-(38) - 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)-(39) - 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)-(40) - 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)
(10)-(41) - 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)-(42) - Indenture between LTV and The Chase Manhattan
Bank, as Trustee, (incorporated by reference to
Exhibit 4.1 to LTV's Registration Statement on
Form S-4 [Registration No. 333-40425])
(10)-(43) - The LTV Change in Control and Severance Pay Plan
I (filed as Exhibit 10.1 to Amendment No. 1 to
LTV's Registration Statement on Form S-4
[Registration No. 333-40425])
II-9
<PAGE> 30
(10)-(44) - Note Purchase and Letter of Credit Agreement
dated as of February 26, 1998 among LTV Steel
Company, Inc., various financial institutions
(as defined therein), Chase Securities, Inc., as
placement agent, The Chase Manhattan Bank, as
administrative agent and The Chase Manhattan
Bank, as collateral agent (incorporated by
reference to Exhibit (10)-(52) to LTV's Report
on Form 10-Q for the quarter ended June 30,
1998)
(10)-(45) - Guaranty made as of February 26, 1998 by LTV
Steel Products, LLC given in connection with the
Note Purchase and Letter of Credit Agreement
dated as of February 26, 1998 among LTV Steel
Company, Inc., various financial institutions
(as defined therein), Chase Securities, Inc., as
placement agent, The Chase Manhattan Bank, as
administrative agent and The Chase Manhattan
Bank, as collateral agent (incorporated by
reference to Exhibit (10)-(53) to LTV's Report
on Form 10-Q for the quarter ended June 30,
1998)
(10)-(46) - Contribution and Sale Agreement dated as of
February 26, 1998 among LTV Steel Products, LLC,
as purchaser, LTV Steel Company, Inc., as
servicer, and LTV Steel Company, Inc. and
Georgia Tubing Corporation, as initial sellers
(incorporated by reference to Exhibit (10)-(54)
to LTV's Report on Form 10-Q for the quarter
ended June 30, 1998)
(10)-(47) - Inventory Processing and Servicing Agreement
dated as of February 26, 1998 by and among LTV
Steel Products, LLC, LTV Steel Company, Inc., as
processor and servicer, and The Chase Manhattan
Bank, as collateral agent (incorporated by
reference to Exhibit (10)-(55) to LTV's Report
on Form 10-Q for the quarter ended June 30,
1998)
(10)-(48) - Trust Agreement dated as of February 26, 1998
among LTV Steel Products, LLC, as issuer, and
The Chase Manhattan Bank as collateral agent
(incorporated by reference to Exhibit (10)-(56)
to LTV's Report on Form 10-Q for the quarter
ended June 30, 1998)
II-10
<PAGE> 31
(10)-(49) - Amendment No. 2 dated as of March 1, 1998 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 and
Amendment No. 1 to 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, both dated
as of March 1, 1998 (incorporated by reference
to Exhibit (10)-(57) to LTV's Report on Form
10-Q for the quarter ended June 30, 1998)
(10)-(50) - Agreement dated as of December 2, 1998 between
LTV, the PBGC, the Initial LTV Group (as defined
in the Agreement) and LTV, as Administrator of
the Restored Plans (incorporated by reference to
Exhibit (10)-(50) to LTV's Report on Form 10-K
for the year ended December 31, 1998)
(10)-(51) - Employment, Retirement and Non-Competition
Agreement dated as of December 28, 1998 between
LTV and David H. Hoag (incorporated by reference
to Exhibit (10)-(51) to LTV's Report on Form
10-K for the year ended December 31, 1998)
(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-11
<PAGE> 32
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/ George T. Henning
--------------------------
George T. Henning
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: July 26, 1999
------------------
II-12
<PAGE> 1
Page 1 of 2
Exhibit (11)
THE LTV CORPORATION
Calculation of Basic Earnings Per Share (EPS)
(Dollar amounts in millions except for EPS)
(Share data in thousands)
<TABLE>
<CAPTION>
Three Months Ended June 30,
-----------------------------------------------
1999 1998
------------------------ ----------------------
Shares Amount EPS Shares Amount EPS
-------- ------ -------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) $ (58) $ 4
Preferred stock dividend
requirements - -
----- ---
$ (58) $ 4
===== ===
Weighted average share base:
Shares issued 105,546 105,358
Shares repurchased pursuant to share
repurchase program (5,512) (5,512)
------- -------
100,034 99,846
======= =======
BASIC EARNINGS PER SHARE $ (0.58) $ 0.03
======= ======
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
--------------------------------------------------
1999 1998
-------------------------- -----------------------
Shares Amount EPS Shares Amount EPS
--------- ------- -------- -------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) $ (87) $ 23
Preferred stock dividend
requirements (1) (1)
----- ---
$ (88) $ 22
===== ====
Weighted average share base:
Shares issued 105,518 105,339
Shares repurchased pursuant to share
repurchase program (5,512) (5,512)
------- -------
100,006 99,827
======= =======
BASIC EARNINGS PER SHARE $ (0.88) $ 0.22
======= ======
</TABLE>
<PAGE> 2
Page 2 of 2
Exhibit (11)
THE LTV CORPORATION
Calculation of Diluted Earnings Per Share (EPS)
(Dollar amounts in millions except for EPS)
(Share data in thousands)
<TABLE>
<CAPTION>
Three Months Ended June 30,
-------------------------------------------------------------------
1999 1998
-------------------------------- --------------------------------
Shares Amount EPS Shares Amount EPS
----------- -------- --------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) $ (58) $ 4
Preferred stock dividend
requirements - -
----- ---
(58) 4
Weighted average share base:
Shares issued 105,546 105,358
Shares repurchased pursuant to share
repurchase program (5,512) (5,512)
------- -------
100,034 99,846
======= =======
Common Stock equivalent shares
resulting from outstanding
Series A Warrants, Stock
Options and Restricted Stock (A) - 167 -
Common Stock issuable upon
conversion of Series B
Preferred Stock (A) - (A) -
------- ----- ------- ---
100,034 $ (58) 100,013 $ 4
======= ===== ======= ===
DILUTED EARNINGS PER SHARE $ (0.58) $ 0.03
======= ======
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
------------------------------------------------------------------
1999 1998
------------------------------- --------------------------------
Shares Amount EPS Shares Amount EPS
---------- --------- --------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) $ (87) $ 23
Preferred stock dividend
requirements (1) (1)
----- ----
(88) 22
Weighted average share base:
Shares issued 105,518 105,339
Shares repurchased pursuant to share
repurchase program (5,512) (5,512)
------- -------
100,006 99,827
======= =======
Common Stock equivalent shares
resulting from outstanding
Series A Warrants, Stock
Options and Restricted Stock (A) - 160 -
Common Stock issuable upon
conversion of Series B
Preferred Stock (A) - (A) -
------- ----- ------- ----
100,006 $ (88) 99,987 $ 22
======= ===== ======= ====
DILUTED EARNINGS PER SHARE $ (0.88) $ 0.22
======= ======
</TABLE>
(A) Addition of these shares would result in antidilution.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 72
<SECURITIES> 164
<RECEIVABLES> 483
<ALLOWANCES> 17
<INVENTORY> 823
<CURRENT-ASSETS> 1,542
<PP&E> 4,273
<DEPRECIATION> 1,181
<TOTAL-ASSETS> 5,194
<CURRENT-LIABILITIES> 860
<BONDS> 302
0
1
<COMMON> 53
<OTHER-SE> 1,478
<TOTAL-LIABILITY-AND-EQUITY> 5,194
<SALES> 2,002
<TOTAL-REVENUES> 2,002
<CGS> 1,804
<TOTAL-COSTS> 2,026
<OTHER-EXPENSES> 53
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6
<INCOME-PRETAX> (83)
<INCOME-TAX> 4
<INCOME-CONTINUING> (87)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (87)
<EPS-BASIC> (0.88)
<EPS-DILUTED> (0.88)
</TABLE>
