<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended March 31, 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.
99,797,484 shares of common stock
(as of April 16, 1999)
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE LTV CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1999 1998
------- -------
<S> <C> <C>
SALES $ 988 $ 1,127
Costs and expenses:
Cost of products sold 895 985
Depreciation and amortization 65 65
Selling, general and administrative 45 45
Results of affiliates' operations 13 9
Net interest and other income (3) (9)
------- -------
Total 1,015 1,095
------- -------
INCOME (LOSS) BEFORE INCOME TAXES (27) 32
Income tax provision:
Taxes payable 2 2
Taxes not payable in cash - 11
------- -------
Total 2 13
------- -------
NET INCOME (LOSS) $ (29) $ 19
======= =======
Earnings (loss) per share:
Basic $ (0.30) $ 0.19
======= =======
Diluted $ (0.30) $ 0.19
======= =======
Cash dividends per common share $ 0.03 $ 0.03
======= =======
</TABLE>
- ------------
See notes to consolidated financial statements.
<PAGE> 3
THE LTV CORPORATION
CONSOLIDATED BALANCE SHEET
(in millions, except per share data)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 94 $ 101
Marketable securities 163 210
---------- ----------
Total cash and marketable securities 257 311
Receivables, less allowance for doubtful accounts 442 375
Inventories:
Products 563 571
Materials, purchased parts and supplies 245 283
---------- ----------
Total inventories 808 854
Prepaid expenses, deposits and other 18 15
---------- ----------
Total current assets 1,525 1,555
---------- ----------
INVESTMENTS IN AFFILIATES 313 314
OTHER NONCURRENT ASSETS 189 190
PROPERTY, PLANT AND EQUIPMENT 4,353 4,325
Allowance for depreciation (1,118) (1,060)
---------- ----------
Total property, plant and equipment 3,235 3,265
---------- ----------
$ 5,262 $ 5,324
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 316 $ 321
Accrued employee compensation and benefits 322 328
Other accrued liabilities 197 190
---------- ----------
Total current liabilities 835 839
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 302 302
Postemployment health care and other insurance benefits 1,547 1,552
Pension benefits 558 565
Other 427 438
---------- ----------
Total noncurrent liabilities 2,834 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 1,033 1,032
Retained earnings 588 621
Treasury stock (5 million shares at cost) (68) (68)
Accumulated other comprehensive loss and other (14) (11)
---------- ----------
Total shareholders' equity 1,593 1,628
---------- ----------
$ 5,262 $ 5,324
========== ==========
</TABLE>
- ---------
See notes to consolidated financial statements.
<PAGE> 4
THE LTV CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1999 1998
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (29) $ 19
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Noncash losses of affiliates 13 9
Depreciation and amortization 65 65
Income tax provision not payable in cash - 11
Defined benefit pension expense (5) 1
Postemployment benefit payments (more) than related expense (5) (5)
Changes in assets, liabilities and other (33) (13)
---------- ----------
Net cash provided by operating activities 6 87
---------- ----------
INVESTING ACTIVITIES
Capital expenditures (37) (73)
Investments in steel-related businesses (13) (33)
Net sales of marketable securities 47 14
Other (6) -
---------- ----------
Net cash used in investing activities (9) (92)
---------- ----------
FINANCING ACTIVITIES
Borrowings - 11
Dividends paid and other (4) (5)
---------- ----------
Net cash (used in) provided by financing activities (4) 6
---------- ----------
Net (decrease) increase in cash and cash equivalents (7) 1
Cash and cash equivalents at beginning of period 101 160
---------- ----------
Cash and cash equivalents at end of period $ 94 $ 161
========== ==========
Supplemental cash flow information is presented as follows:
Interest payments $ 13 $ 1
Income tax payments 1 2
Capitalized interest 7 8
Purchases of marketable securities 64 1,057
Sales and maturities of marketable securities 111 1,071
</TABLE>
- ---------
See notes to consolidated financial statements.
<PAGE> 5
THE LTV CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 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 March 31, 1999, accumulated other comprehensive loss included in
the balance sheet amounted to $14 million with no material changes since
December 31, 1998. The accumulated other comprehensive loss at March 31, 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 $13 million and $9 million for the
quarters ended March 31, 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>
Results of operations, for the three months ended March 31, 1999 1998
----- -----
<S> <C> <C>
Net sales $ 47 $ 80
Costs and expenses 73 98
----- -----
Pretax loss $ (26) $ (18)
===== =====
Financial position at March 31, 1999 1998
----- -----
Current assets $ 50 $ 96
Noncurrent assets 525 530
Current liabilities (30) (43)
Noncurrent liabilities (309) (273)
----- -----
Net assets $ 236 $ 310
===== =====
</TABLE>
<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>
Three Months Ended March 31, 1999
--------------------------------------------------
Integrated Metal Corporate
Steel Fabrication & Other Total
---------- ----------- --------- -----
<S> <C> <C> <C> <C>
Trade sales $ 840 $ 148 $ - $ 988
Intersegment sales 29 - - 29
Segment income (loss) before income taxes (23) 9 (13) (27)
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended March 31, 1999
-------------------------------------------------
Integrated Metal Corporate
Steel Fabrication & Other Total
---------- ----------- --------- -----
<S> <C> <C> <C> <C>
Trade sales $ 964 $ 163 $ - $ 1,127
Intersegment sales 24 - - 24
Segment income (loss) before income taxes 23 14 (5) 32
</TABLE>
<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 March 31, 1999 and December 31,
1998; statements of operations and cash flows for the three months ended March
31, 1999 and 1998. The LTV Corporation (Parent), LTV Steel Company, Inc.
(Guarantor) and the Non-Guarantor Subsidiaries account for their investments in
subsidiaries 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>
March 31, 1999
-----------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash, cash equivalents and marketable securities $ 233 $ (10) $ 34 $ - $ 257
Receivables 2 - 440 - 442
Notes receivable/(payable) - 890 (890) - -
Inventories - - 808 - 808
Other current assets 2 8 8 - 18
----------- ----------- ----------- ----------- -----------
Total current assets 237 888 400 - 1,525
----------- ----------- ----------- ----------- -----------
Intercompany, net 316 120 (436) - -
Investments and other noncurrent assets 1,372 220 445 (1,535) 502
Property, plant and equipment, net - 3,016 219 - 3,235
----------- ----------- ----------- ----------- -----------
Total assets $ 1,925 $ 4,244 $ 628 $ (1,535) $ 5,262
=========== =========== =========== =========== ===========
Total current liabilities $ 16 $ 737 $ 82 $ - $ 835
Long-term debt 299 - 3 - 302
Postemployment health care and other insurance benefits - 1,425 122 - 1,547
Pension benefits - 553 5 - 558
Other 17 390 20 - 427
Shareholders' equity 1,593 1,139 396 (1,535) 1,593
----------- ----------- ----------- ----------- -----------
Total liabilities and shareholders' equity $ 1,925 $ 4,244 $ 628 $ (1,535) $ 5,262
=========== =========== =========== =========== ===========
</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>
<PAGE> 8
Condensed Consolidating Statement of Operations
(in millions)
<TABLE>
<CAPTION>
Three Months Ended March 31, 1999
-----------------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
---------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ - $ 902 $ 1,142 $ (1,056) $ 988
Costs and expenses:
Cost of products sold - 837 1,114 (1,056) 895
Depreciation and amortization - 58 7 - 65
Selling, general and administrative 2 33 10 - 45
Results of affiliates' operations 29 15 13 (44) 13
Net interest and other (4) (17) 18 - (3)
------------ ------------ ------------ ------------ ------------
Total 27 926 1,162 (1,100) 1,015
------------ ------------ ------------ ------------ ------------
Income (loss) before income taxes (27) (24) (20) 44 (27)
Income tax provision 2 - - - 2
------------ ------------ ------------ ------------ ------------
Net income (loss) $ (29) $ (24) $ (20) $ 44 $ (29)
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended March 31, 1998
-----------------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ - $ 1,025 $ 601 $ (499) $ 1,127
Costs and expenses:
Cost of products sold - 918 566 (499) 985
Depreciation and amortization - 58 7 - 65
Selling, general and administrative 4 32 9 - 45
Results of affiliates' operations (29) (4) 9 33 9
Net interest and other (7) (9) 7 - (9)
------------ ------------ ------------ ------------ ------------
Total (32) 995 598 (466) 1,095
------------ ------------ ------------ ------------ ------------
Income (loss) before income taxes 32 30 3 (33) 32
Income tax provision (credit) 13 12 1 (13) 13
------------ ------------ ------------ ------------ ------------
Net income (loss) $ 19 $ 18 $ 2 $ (20) $ 19
============ ============ ============ ============ ============
</TABLE>
<PAGE> 9
Condensed Consolidating Cash Flows Statement
(in millions)
<TABLE>
<CAPTION>
Three Months Ended March 31, 1999
-----------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash (used in) provided by operating activities $ (40) $ 49 $ (3) $ - $ 6
Investing activities:
Capital expenditures - (29) (8) - (37)
Investments in affiliates - - (13) - (13)
Net sales of marketable securities 47 - - - 47
Other - (8) 2 - (6)
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in) investing activities 47 (37) (19) - (9)
------------ ------------ ------------ ------------ ------------
Financing activities:
Dividends paid and other (4) - - - (4)
------------ ------------ ------------ ------------ ------------
Net cash (used in) financing activities (4) - - - (4)
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents 3 12 (22) - (7)
Cash and cash equivalents at beginning of period 66 (22) 57 - 101
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents at end of period $ 69 $ (10) $ 35 $ - $ 94
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended March 31, 1998
-----------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash provided by operating activities $ 1 $ 67 $ 19 $ - $ 87
Investing activities:
Capital expenditures - (70) (3) - (73)
Investments in affiliates - - (33) - (33)
Net sales of marketable securities 14 - - - 14
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in) investing activities 14 (70) (36) - (92)
------------ ------------ ------------ ------------ ------------
Financing activities:
Borrowings - - 11 - 11
Dividends paid and other (5) - - - (5)
------------ ------------ ------------ ------------ ------------
Net cash (used in) provided by financing activities (5) - 11 - 6
------------ ------------ ------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents 10 (3) (6) - 1
Cash and cash equivalents at beginning of period 108 (16) 68 - 160
------------ ------------ ------------ ------------ ------------
Cash and cash equivalents at end of period $ 118 $ (19) $ 62 $ - $ 161
============ ============ ============ ============ ============
</TABLE>
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Summary results for the three months ended March 31, 1999 and 1998 for each
segment are listed below ($ in millions):
<TABLE>
<CAPTION>
Integrated Steel Metal Fabrication Corporate and Other
---------------- ----------------- -------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Sales
Trade $ 840 $ 964 $ 148 $ 163 $ - $ -
Intersegment 29 24
Cost of products sold 801 874 123 135 - -
Selling, general and administrative 29 30 13 12 3 3
Results of affiliates' operations - - - - 13 9
Net interest and other income - - - - (3) (8)
Income (loss) before income taxes (23) 23 9 14 (13) (5)
Tons in thousands
Steel shipments
Trade 1,810 1,957 109 127
Intersegment 117 71
Raw steel production 2,153 2,224
Operating rate 101% 105%
</TABLE>
Integrated Steel
- ----------------
Sales in 1999 decreased due to lower average steel selling prices and 8% lower
trade steel shipments as a result of the continuing impact of high imports that
flooded the market in the last half of 1998.
Cost of products sold as a percentage of sales increased in 1999 from 1998
primarily as a result of lower average selling prices partially offset by cost
reductions including purchased materials and a sales tax refund.
Raw steel production at the Company's steelmaking facilities decreased in 1999,
primarily due to reduced operating levels in the 1999 quarter. The average
operating rate was 101% in 1999 compared to 105% in the prior year.
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.
Selling, general and administrative expenses in 1999 were slightly below the
1998 expenses.
<PAGE> 11
Metal Fabrication
- -----------------
Sales in 1999 decreased primarily due to 14% lower tubular product shipments and
average selling prices that were 9% below a year ago and 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.
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. In April 1997, Trico Steel, a joint venture operating a
flat rolled steel minimill in which LTV has a 50% interest, commenced commercial
operations. Trico Steel has experienced equipment problems that have prevented
achievement of its rated capacity of 2.2 million tons. Trico Steel has been
operating under restricted power due to the transformer failure that occurred in
late January 1999. The installation of a temporary replacement transformer is
nearing completion, and increased production rates are expected to be achieved
later in the second quarter of 1999.
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. Construction has
been completed and commissioning activities are currently in progress. Limited
1999 production is scheduled to begin by the end of April 1999 to demonstrate
process capability and to generate trial material for the market. Full
commercial operations will commence as market conditions warrant.
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 1998, the Company recorded $11 million 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 its 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
<PAGE> 12
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 $54
million to $257 million as of March 31, 1999. During 1999, cash provided by
operating activities amounted to $6 million. Major uses of cash during 1999
included $37 million in capital expenditures and $13 million for investments in
steel-related businesses.
The Company has credit facilities with banks, a "Receivables Facility" and an
"Inventory Facility," which provide the Company with up to $527 million of
financing resources at prevailing market rates. Substantially all of the
Company's receivables and inventories are pledged as collateral under these
credit agreements. The Company's $20 million Secured Demand Facility expired on
March 31, 1999.
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 partners have entered into credit commitments in 1998
to lend additional funds to Trico Steel. In the first quarter of 1999, LTV
advanced Trico Steel $7 million against these commitments, with $21 million
remaining available 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 March 31, 1999, amounts available
for future dividends and stock repurchases include $47 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.
Since the second quarter of 1996, the Company has paid quarterly common stock
dividends of $0.03 per share.
COMPETITION AND PRICES
Domestic steel producers face significant competition from foreign producers
affecting both prices and volume. In the first two months of 1999, based on
preliminary reports by the AISI, imports of flat rolled product from all foreign
countries were 19% of domestic steel consumption compared to 16% in the
comparable period of 1998 and 30% in the fourth quarter of 1998. For the full
year 1998, imports of flat rolled product from all foreign countries increased
43% from 1997 levels to approximately 20
<PAGE> 13
million tons, or 25% of domestic steel consumption. A significant amount of the
1998 increase occurred after July 1998. 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. On September 30, 1998, LTV along with other domestic integrated
producers and the United Steelworkers of America ("USWA") filed flat rolled
trade cases against dumped and subsidized imports from Japan, Russia and Brazil.
In February 1999, the Department of Commerce ("DOC") issued preliminary
determinations setting substantial dumping margins on hot rolled steel products
from the three countries and requiring importers from these countries to file
bonds to cover potential liability for the preliminary dumping margins.
Preliminary countervailing duty margins were also set against Brazil. Under a
"critical circumstances" finding made by the DOC in November 1998, any liability
for dumping margins for products from Japan and Russia is retroactive to
mid-November 1998. Liability will ultimately depend on affirmative final
determination of injury and dumping by the International Trade Commission and
the DOC. Final rulings are anticipated later this year. On February 22, 1999 the
DOC announced tentative agreements between the U.S. Government and the Russian
Federation which, if finalized, would preclude the imposition of dumping duties
in the pending trade cases against Russia, significantly reduce Russian imports
of steel, impose a six-month moratorium on the import of hot rolled steel and
set minimum prices for imported product. The Company is opposed to the
suspension agreement and will likely prosecute to conclusion the trade cases
pending against Russia.
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 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. Other
producers have announced their intention to build additional minimills. 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.
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 quarter of 1999 totaled $7 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 no spending against this reserve in 1999.
<PAGE> 14
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.
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 quarter of 1999, the Company spent approximately $6 million for
environmental clean-up and related matters at operating and idled facilities,
and at March 31, 1999 has a recorded liability of $130 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 $1 million in 1999 for environmental compliance-related capital
expenditures and expects it will be required to spend an average of
approximately $30 million annually in capital expenditures during the next five
years to meet environmental standards.
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. The
Company expects to achieve company-wide Year 2000 readiness mid 1999. LTV has
formed 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. LTV 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.
<PAGE> 15
LTV has contracted with its principal Year 2000 outside contractor (the "Outside
Contractor") to achieve Year 2000 readiness with respect to its business and
related information technology infrastructure systems ("Business Systems"). In
addition to the Company's Year 2000 program described above, LTV is continuing
to implement a business reengineering project, which began in 1994 and which
includes, among other activities, replacing certain information systems with
systems that are Year 2000 ready. As a result, those systems scheduled for
replacement under the business reengineering project have been excluded from the
Year 2000 readiness program and costs which are disclosed below. The Company
passed a major milestone with a company-wide activation of the new purchasing,
accounts payable, spare parts inventory, human resource and maintenance planning
systems completed in April 1999.
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
non-compliance 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.
Management believes that the Company has made, and continues to make,
significant progress toward Year 2000 readiness; such progress and the
appropriateness of the Company's approach have both been confirmed by a major
automotive customer and an outside professional firm.
Currently, the Company's systems are at various stages of readiness. The
inventory stage has been completed for manufacturing and operations systems,
which include Non-IT systems such as smart sensors, logic controllers,
distributed control systems and embedded microprocessors. Remediation, testing
and implementation for these systems is approximately 95% complete with the
remainder scheduled to be completed by the end of the second quarter of 1999.
The Outside Contractor has completed remediation, testing and implementation of
mission critical Business Systems.
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 also is in the process of developing a strategy to address the
additional potential consequences that may result from unresolved Year 2000
issues, which will include the development of one or more contingency plans by
mid 1999. LTV has been querying 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. This plan included telephone interviews and on-site
visits.
<PAGE> 16
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 $5 million in the first quarter 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 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.
OUTLOOK
Demand for the Integrated Steel segment's products remains strong and should
result in increased shipments and operating levels in the second quarter of
1999. Despite the strength of the market and the April 4 and the prospective
July 1 price increases, average selling prices will remain significantly below
1998 levels.
The Company has a labor agreement with the USWA for the 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. A new contract could result in increased labor costs in 1999 and
subsequent years. 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.
The Metal Fabrication segment shows continued strong sales of metal buildings
systems and electrical conduit in a robust construction market, while some pipe
products are being negatively impacted by reduced demand in the energy market
and by imports. The Metal Fabrication segment will continue to absorb the
start-up operating losses from its new Marion, Ohio tubing facility in the
second quarter of 1999.
The Corporate and Other segment will be affected by the reduced power supply at
Trico Steel, the startup losses of CAL and reduced interest income on lower cash
balances compared to prior years. Trico Steel is operating at reduced levels due
to the electric transformer failure that occurred in late January 1999 and is
expected to operate at these reduced levels into the second quarter. The
depressed
<PAGE> 17
prices for direct reduced iron produced by CAL are expected to limit the
prospects for achieving profitable production levels.
This report includes forward-looking statements. Our use of the words "outlook,"
"anticipate," "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 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.
<PAGE> 18
PART II
ITEM 1. LEGAL PROCEEDINGS.
On April 14, 1999, the government filed a notice of appeal of the summary
judgment granted in favor of LTV in the Federal Insurance Contribution Act and
Federal Unemployment Tax Act tax reimbursement case described in the Company's
Report on 10-K for the year ended December 31, 1998. The summary judgment, if
affirmed on appeal, would provide for the recovery of approximately $25 million,
plus statutory interest estimated in excess of $25 million, of taxes collected
by the U.S. Internal Revenue Service on certain pension payments for the tax
years 1987 through 1993. Approximately one-third of the total amount recovered
by LTV will be refunded to eligible retirees.
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 intended 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 purchased by persons acting in concert. PURCHASES OF COMMON STOCK
II-I
<PAGE> 19
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])
(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)
II-2
<PAGE> 20
(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)
(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)
II-3
<PAGE> 21
(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)
(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)
II-4
<PAGE> 22
(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)
(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)
II-5
<PAGE> 23
(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])
(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)
II-6
<PAGE> 24
(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)
(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-7
<PAGE> 25
(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)
(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)
II-8
<PAGE> 26
(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-9
<PAGE> 27
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
Executive Vice President
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: April 23, 1999
--------------
II-10
<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 March 31,
----------------------------------------------------------------
1999 1998
------------------------------- ------------------------------
Shares Amount EPS Shares Amount EPS
---------- --------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) $ (29) $ 19
Preferred stock dividend
requirements (1) (1)
------ -----
$ (30) $ 18
====== =====
Weighted average share base:
Shares issued 105,488 105,319
Shares repurchased pursuant to share
repurchase program (5,512) (5,512)
---------- ----------
99,976 99,807
========== ==========
BASIC EARNINGS PER SHARE $ (0.30) $ 0.19
======= =======
</TABLE>
<PAGE> 2
Page 2 of 2
Exhibit (11)
THE LTV CORPORATION
Calculation of Dilutive Earnings Per Share (EPS)
(Dollar amounts in millions except for EPS)
(Share data in thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------------------------------------------
1999 1998
------------------------------ -------------------------------
Shares Amount EPS Shares Amount EPS
---------- --------- -------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net income $ (29) $ 19
Preferred stock dividend
requirements (1) (1)
----- -----
(30) 18
Weighted average share base:
Shares issued 105,488 105,319
Shares repurchased pursuant to share
repurchase program (5,512) (5,512)
Common Stock equivalent shares resulting from
outstanding Series A Warrants, Stock Options
and Restricted Stock (A) 155
Common Stock issuable upon
conversion of Series B
Preferred Stock (A) - (A) -
------ ----- ------ -----
99,976 $ (30) 99,962 $ 18
====== ===== ====== ====
DILUTED EARNINGS PER SHARE $ (0.30) $ 0.19
======== =======
</TABLE>
(A) Addition of these shares would result in antidilution.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 94
<SECURITIES> 163
<RECEIVABLES> 459
<ALLOWANCES> 17
<INVENTORY> 808
<CURRENT-ASSETS> 1,525
<PP&E> 4,353
<DEPRECIATION> 1,118
<TOTAL-ASSETS> 5,262
<CURRENT-LIABILITIES> 835
<BONDS> 302
0
1
<COMMON> 53
<OTHER-SE> 1,539
<TOTAL-LIABILITY-AND-EQUITY> 5,262
<SALES> 988
<TOTAL-REVENUES> 988
<CGS> 895
<TOTAL-COSTS> 1,005
<OTHER-EXPENSES> 10
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1
<INCOME-PRETAX> (27)
<INCOME-TAX> 2
<INCOME-CONTINUING> (29)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (29)
<EPS-PRIMARY> (0.30)
<EPS-DILUTED> (0.30)
</TABLE>
