<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO_________
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
Cleveland, Ohio 44114-2308
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 622-5000
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X| No |_|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
100,136,780 shares of common stock
(as of June 30, 2000)
<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 Six Months Ended
June 30, June 30,
------------------------ ------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
SALES $ 1,279 $ 1,014 $ 2,604 $ 2,002
Costs and expenses:
Cost of products sold 1,144 909 2,326 1,804
Depreciation and amortization 84 66 164 131
Selling, general and administrative 58 46 116 91
Results of affiliates' operations 3 9 -- 22
Loss on write down of equity affiliate 84 -- 84 --
Net interest and other (income) expense (32) 1 (11) (2)
Special charges 207 39 207 39
---------- ---------- ---------- ----------
Total 1,548 1,070 2,886 2,085
---------- ---------- ---------- ----------
LOSS BEFORE INCOME TAXES (269) (56) (282) (83)
Income tax provision:
Taxes payable 3 2 6 4
Taxes not payable in cash -- -- -- --
---------- ---------- ---------- ----------
Total 3 2 6 4
---------- ---------- ---------- ----------
NET LOSS $ (272) $ (58) $ (288) $ (87)
========== ========== ========== ==========
Earnings per share:
Basic and Diluted $ (2.74) $ (0.58) $ (2.92) $ (0.88)
========== ========== ========== ==========
Cash dividends per common share $ 0.03 $ 0.03 $ 0.06 $ 0.06
========== ========== ========== ==========
</TABLE>
--------
See notes to consolidated financial statements.
1
<PAGE> 3
THE LTV CORPORATION
CONSOLIDATED BALANCE SHEET
(in millions, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 15 $ 72
Receivables, less allowance for doubtful accounts 666 538
Inventories:
Products 746 728
Materials, purchased parts and supplies 258 270
---------- ----------
Total inventories 1,004 998
Prepaid expenses, deposits and other 36 43
---------- ----------
Total current assets 1,721 1,651
---------- ----------
INVESTMENTS IN AND ADVANCES TO AFFILIATES 265 358
GOODWILL AND OTHER INTANGIBLES, NET OF ACCUMULATED AMORTIZATION 346 313
OTHER NONCURRENT ASSETS 113 147
PROPERTY, PLANT AND EQUIPMENT 4,715 4,870
Allowance for depreciation (1,303) (1,238)
---------- ----------
Total property, plant and equipment 3,412 3,632
---------- ----------
$ 5,857 $ 6,101
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 431 $ 416
Accrued employee compensation and benefits 316 305
Other accrued liabilities 228 225
Current maturities of debt 27 29
---------- ----------
Total current liabilities 1,002 975
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 1,057 1,093
Postemployment health care and other insurance benefits 1,525 1,546
Pension benefits 621 563
Other 464 435
---------- ----------
Total noncurrent liabilities 3,667 3,637
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock
Series A Cumulative convertible (aggregate liquidation value $80) 2 2
Series B Convertible (aggregate liquidation value $50) 1 1
Common stock (par value $0.50 per share) 53 53
Additional paid-in capital 1,107 1,107
Retained earnings 96 393
Treasury stock (5 million shares at cost) (66) (66)
Other comprehensive loss and other (5) (1)
---------- ----------
Total shareholders' equity 1,188 1,489
---------- ----------
$ 5,857 $ 6,101
========== ==========
</TABLE>
--------
See notes to consolidated financial statements.
2
<PAGE> 4
THE LTV CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------
2000 1999
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (288) $ (87)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Gain on sale of business (26) --
Noncash special charges and write down of equity affiliate 291 39
Noncash loss of affiliates -- 22
Depreciation and amortization 164 131
Pension funding less (more) than related expense 19 (10)
Postemployment benefit payments (more) than related expense (12) (10)
VEBA funding (10) (10)
Changes in assets, liabilities and other (83) (57)
---------- ----------
Net cash provided by operating activities 55 18
---------- ----------
INVESTING ACTIVITIES
Capital expenditures (107) (84)
Investments in steel-related businesses (18) (29)
Proceeds from sale of business 29 --
Net sales of marketable securities -- 46
Proceeds from sale/leaseback and other 33 27
---------- ----------
Net cash used in investing activities (63) (40)
---------- ----------
FINANCING ACTIVITIES
Net borrowings (repayments) (39) --
Dividends paid and other (10) (7)
---------- ----------
Net cash used in financing activities (49) (7)
---------- ----------
Net decrease in cash and cash equivalents (57) (29)
Cash and cash equivalents at beginning of period 72 101
---------- ----------
Cash and cash equivalents at end of period $ 15 $ 72
========== ==========
Supplemental cash flow information is presented as follows:
Interest payments $ 54 $ 14
Income tax payments 10 1
Capitalized interest 7 9
Borrowings under credit facilities 2,407 --
Paydowns on borrowings under credit facilities 2,446 --
Purchases of marketable securities -- 102
Sales and maturities of marketable securities -- 148
</TABLE>
---------
See notes to consolidated financial statements.
3
<PAGE> 5
THE LTV CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
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 accounting principles generally accepted in the
United States 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 to 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, 1999 included in the 1999 Annual Report
on Form 10-K filed with the Securities and Exchange Commission.
NOTE (2) - Total comprehensive loss for the three months and six months ended
June 30, 2000 totaled $275 million and $291 million, respectively. Total
comprehensive loss for the three months and six months ended June 30, 1999
totaled $59 million and $90 million, respectively. Other comprehensive loss
included in the balance sheet amounted to $3 million at June 30, 2000, with no
material changes since December 31, 1999. The other comprehensive loss at June
30, 1999 was $13 million, with no significant changes since December 31, 1998.
NOTE (3) - On November 10, 1999, LTV acquired Copperweld Corporation and
Copperweld Canada Inc. ("Copperweld") and on October 1, 1999, acquired Welded
Tube Co. of America ("Welded Tube"). Both transactions (the "Acquisitions") were
accounted for under the purchase method of accounting; and, accordingly, the
results of operations of the acquired companies are included in the consolidated
financial statements from the respective dates of acquisition. Assets acquired
and liabilities assumed have been recorded at their estimated fair values and
are subject to adjustment as asset and liability valuations are completed and
analyzed. Adjustments are not expected to be significant.
The following unaudited pro forma financial information for the Company gives
effect to the Acquisitions as if they had occurred at the beginning of 1999.
These pro forma results have been prepared for comparative purposes only and are
not necessarily representative of the results of operations that would have
resulted if the Acquisitions occurred either at the beginning of the year or
that may result in the future.
Six months ended
June 30, 1999
----------------
Net Sales $ 2,423
Net loss $ (104)
Basic and diluted loss per share $ (1.08)
4
<PAGE> 6
NOTE (4) - The Company has a 50% interest in an unconsolidated joint venture,
Trico Steel Company, L.L.C. ("Trico Steel") which is accounted for under the
equity method. Included in LTV's consolidated results are pretax losses of $2
million and $8 million for the three months ended June 30, 2000 and 1999,
respectively, and a pretax profit of $3 million and a pretax loss of $21 million
for the six months ended June 30, 2000 and 1999, 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):
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
Results of operations:
Net sales $ 114 $ 70 $ 239 $ 117
Costs and expenses 117 85 233 158
-------- -------- -------- --------
Pretax income (loss) $ (3) $ (15) $ 6 $ (41)
======== ======== ======== ========
Financial Position at: June 30, 2000 December 31, 1999
----------------- -----------------
Current assets $ 122 $ 97
Noncurrent assets 513 520
Current liabilities (69) (60)
Noncurrent liabilities (350) (347)
-------- --------
Members' equity $ 216 $ 210
======== ========
NOTE (5) - In the second quarter, LTV announced its intention to close
permanently the operation of LTV Steel Mining Company, a producer of taconite
(iron ore) pellets. Stripping operations were suspended May 28, 2000 and other
operations are expected to continue for about one year. Upon closure, pellets
will be obtained from alternate North American sources primarily through
long-term contracts. Cleveland-Cliffs Inc has an option to purchase the mine and
expressed an interest in examining alternative uses for the mine. The $205
million special charge could increase by approximately $75 million to $85
million for environmental and other closure matters should Cleveland-Cliffs Inc
not purchase the mine. Approximately one-half of the special charge is a
non-cash asset write-down with the balance to be paid over a period of
approximately 10 years. Anticipated savings from purchasing pellets compared to
continued operation are expected to total approximately $60 million annually.
In the second quarter, an additional special charge of $2 million was recorded
for the closure of a Cleveland tubing facility.
In the second quarter, LTV determined that its investment in Cliffs and
Associates Limited ("CAL") was no longer a strategic asset and would require
significant additional investment with no certainty that acceptable financial
returns would be realized. As a result, LTV has advised the other CAL partners
of its intent to provide no further funding and is working with the other
partners to achieve an orderly exit. The CAL investment, which contributed over
$7 million to LTV's losses for the first six months, has been written down by
$84 million to its fair value.
5
<PAGE> 7
NOTE (6) - LTV operates in three reportable segments: Integrated Steel, Metal
Fabrication and Corporate and Other. Integrated Steel manufactures and sells a
diversified line of carbon flat rolled steel products consisting of hot rolled
and cold rolled sheet, galvanized and tin mill products. Sales are made
primarily to the domestic transportation, appliance, container, electrical
equipment and converter markets. The product lines of the Metal Fabrication
segment include pipe, conduit, mechanical and structural tubular products for
use in transportation, agriculture, oil and gas, and construction industries;
bimetallic wire for the telecommunications and utilities industries;
manufactured pre-engineered, low-rise steel buildings systems for manufacturing,
warehousing and commercial applications. Corporate and Other consists of
steel-related joint ventures, primarily Trico Steel and CAL, which are accounted
for using the equity method, and corporate investments and related income and
expenses.
LTV's reportable segments are strategic business units grouped by similar
products, technologies and manufacturing processes. Segments are managed
separately because each serves a different market and group of customers.
Segment performance is measured on profit or loss before special items, income
taxes and interest. Integrated Steel accounts for intersegment sales at current
market prices as if transactions had taken place with third parties.
<TABLE>
<CAPTION>
For the three months ended June 30: 2000 1999
----------------------------------------- -------------------------------------------
Integrated Metal Corporate Integrated Metal Corporate
Steel Fabrication & Other Total Steel Fabrication & Other Total
----- ----------- ------- ----- ----- ------------------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Trade sales $ 838 $ 441 $ -- $ 1,279 $ 847 $ 167 $ -- $ 1,014
Intersegment sales 35 -- -- 35 15 -- -- 15
Segment income (loss) before
special charges and income taxes 24 27 (113) (62) (14) 12 (15) (17)
Special charges (205) (2) -- (207) (39) -- -- (39)
</TABLE>
<TABLE>
For the six months ended June 30: 2000 1999
----------------------------------------- -------------------------------------------
Integrated Metal Corporate Integrated Metal Corporate
Steel Fabrication & Other Total Steel Fabrication & Other Total
----- ----------- ------- ----- ----- ------------ ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Trade sales $ 1,737 $ 867 $ -- $ 2,604 $ 1,687 $ 315 $ -- $ 2,002
Intersegment sales 69 -- -- 69 44 -- -- 44
Segment income (loss) before
special charges and income taxes 13 49 (137) (75) (37) 21 (28) (44)
Special charges (205) (2) -- (207) (39) -- -- (39)
</TABLE>
NOTE (7) - All of LTV's existing subsidiaries, including Copperweld and Welded
Tube, and future domestic wholly owned subsidiaries of LTV (other than certain
unrestricted subsidiaries and special purpose subsidiaries established for
working capital facilities) fully and unconditionally, jointly and severally
guarantee LTV's obligation to pay principal, premium, if any, and interest with
respect to the 11.75% Senior Notes due October 2009, the 8.2% Senior Notes due
September 2007 and the Secured Facility.
The following supplemental condensed consolidating financial statements of The
LTV Corporation present (in millions): balance sheets as of June 30, 2000 and
December 31, 1999; statements of operations for the three months and six months
ended June 30, 2000 and 1999, and statements of cash flows for the six months
ended June 30, 2000 and 1999. The LTV Corporation (Parent), the Guarantors and
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.
6
<PAGE> 8
Condensed Consolidating Balance Sheet
(in millions)
<TABLE>
<CAPTION>
June 30, 2000
-------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 4 $ (4) $ 15 $ -- $ 15
Receivables -- 120 546 -- 666
Inventories -- 157 847 -- 1,004
Other current assets -- 35 1 -- 36
---------- ---------- ---------- ---------- ----------
Total current assets 4 308 1,409 -- 1,721
Intercompany, net 265 722 (987) -- --
Goodwill and other intangibles -- 342 4 -- 346
Investments and other noncurrent assets 970 456 10 (1,058) 378
Property, plant and equipment, net -- 3,309 103 -- 3,412
---------- ---------- ---------- ---------- ----------
Total assets $ 1,239 $ 5,137 $ 539 $ (1,058) $ 5,857
========== ========== ========== ========== ==========
Total current liabilities $ 34 $ 892 $ 76 $ -- $ 1,002
Long-term debt -- 797 260 -- 1,057
Postemployment health care and other insurance benefits -- 1,514 11 -- 1,525
Pension benefits -- 619 2 -- 621
Other 17 425 22 -- 464
Shareholders' equity 1,188 890 168 (1,058) 1,188
---------- ---------- ---------- ---------- ----------
Total liabilities and shareholders' equity $ 1,239 $ 5,137 $ 539 $ (1,058) $ 5,857
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1999
-------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 9 $ 40 $ 23 $ -- $ 72
Receivables -- 122 416 -- 538
Inventories -- 139 859 -- 998
Other current assets 1 42 -- -- 43
---------- ---------- ---------- ---------- ----------
Total current assets 10 343 1,298 -- 1,651
Intercompany, net 205 650 (855) -- --
Goodwill and other intangibles -- 310 3 -- 313
Investments and other noncurrent assets 1,251 488 20 (1,254) 505
Property, plant and equipment, net -- 3,522 110 -- 3,632
---------- ---------- ---------- ---------- ----------
Total assets $ 1,466 $ 5,313 $ 576 $ (1,254) $ 6,101
========== ========== ========== ========== ==========
Total current liabilities $ 41 $ 852 $ 82 $ -- $ 975
Long-term debt -- 798 295 -- 1,093
Postemployment health care and other insurance benefits -- 1,524 22 -- 1,546
Pension benefits -- 560 3 -- 563
Other (64) 466 33 -- 435
Shareholders' equity 1,489 1,113 141 (1,254) 1,489
---------- ---------- ---------- ---------- ----------
Total liabilities and shareholders' equity $ 1,466 $ 5,313 $ 576 $ (1,254) $ 6,101
========== ========== ========== ========== ==========
</TABLE>
7
<PAGE> 9
Condensed Consolidating Statement of Operations
(in millions)
<TABLE>
<CAPTION>
Three Months Ended June 30, 2000
--------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- $ 1,176 $ 1,036 $ (933) $ 1,279
Costs and expenses:
Cost of products sold -- 1,080 997 (933) 1,144
Depreciation and amortization -- 82 2 -- 84
Selling, general and administrative 2 53 3 -- 58
Results of affiliates' operations 271 (14) -- (254) 3
Loss on write down of equity affiliate -- 84 -- -- 84
Net interest and other (income) expense -- (43) 11 -- (32)
Special charges -- 207 -- -- 207
---------- ---------- ---------- ---------- ----------
Total 273 1,449 1,013 (1,187) 1,548
---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes (273) (273) 23 254 (269)
Income tax provision 1 -- (4) -- (3)
---------- ---------- ---------- ---------- ----------
Net income (loss) $ (272) $ (273) $ 19 $ 254 $ (272)
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended June 30, 1999
--------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- $ 1,005 $ 933 $ (924) $ 1,014
Costs and expenses:
Cost of products sold -- 888 945 (924) 909
Depreciation and amortization -- 66 -- -- 66
Selling, general and administrative 3 43 -- -- 46
Results of affiliates' operations 52 38 -- (81) 9
Net interest and other (income) expense 1 (17) 17 -- 1
Special charges -- 39 -- -- 39
---------- ---------- ---------- ---------- ----------
Total 56 1,057 962 (1,005) 1,070
---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes (56) (52) (29) 81 (56)
Income tax provision (2) -- -- -- (2)
---------- ---------- ---------- ---------- ----------
Net income (loss) $ (58) $ (52) $ (29) $ 81 $ (58)
========== ========== ========== ========== ==========
</TABLE>
8
<PAGE> 10
Condensed Consolidating Statement of Operations (Continued)
(in millions)
<TABLE>
<CAPTION>
Six Months Ended June 30, 2000
---------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- $ 2,402 $ 2,127 $ (1,925) $ 2,604
Costs and expenses:
Cost of products sold -- 2,181 2,070 (1,925) 2,326
Depreciation and amortization -- 159 5 -- 164
Selling, general and administrative 4 105 7 -- 116
Results of affiliates' operations 282 (5) -- (277) --
Loss on write down of equity affiliate -- 84 -- -- 84
Net interest and other (income) expense -- (28) 17 -- (11)
Special charges -- 207 -- -- 207
---------- ---------- ---------- ---------- ----------
Total 286 2,703 2,099 (2,202) 2,886
---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes (286) (301) 28 277 (282)
Income tax provision (2) -- (4) -- (6)
---------- ---------- ---------- ---------- ----------
Net income (loss) $ (288) $ (301) $ 24 $ 277 $ (288)
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 1999
---------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ -- $ 1,993 $ 1,859 $ (1,850) $ 2,002
Costs and expenses:
Cost of products sold -- 1,784 1,870 (1,850) 1,804
Depreciation and amortization -- 131 -- -- 131
Selling, general and administrative 6 85 -- -- 91
Results of affiliates' operations 80 70 -- (128) 22
Net interest and other (income) expense (3) (33) 34 -- (2)
Special charges -- 39 -- -- 39
---------- ---------- ---------- ---------- ----------
Total 83 2,076 1,904 (1,978) 2,085
---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes (83) (83) (45) 128 (83)
Income tax provision (4) -- -- -- (4)
---------- ---------- ---------- ---------- ----------
Net income $ (87) $ (83) $ (45) $ 128 $ (87)
========== ========== ========== ========== ==========
</TABLE>
9
<PAGE> 11
Condensed Consolidating Cash Flows Statement
(in millions)
<TABLE>
<CAPTION>
Six Months Ended June 30, 2000
-------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash (used in) provided by operating activities $ 5 $ 6 $ 44 $ -- $ 55
Investing activities:
Capital expenditures -- (101) (6) -- (107)
Investments in steel-related businesses -- (18) -- -- (18)
Proceeds from sale of business -- 29 -- -- 29
Proceeds from sale/leaseback and other -- 46 (13) -- 33
---------- ---------- ---------- ---------- ----------
Net cash provided by (used in) investing activities -- (44) (19) -- (63)
---------- ---------- ---------- ---------- ----------
Financing activities:
Net borrowings (payments) -- (4) (35) -- (39)
Dividends paid and other (10) -- -- -- (10)
---------- ---------- ---------- ---------- ----------
Net cash (used in) provided by financing activities (10) (4) (35) -- (49)
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents (5) (42) (10) -- (57)
Cash and cash equivalents at beginning of year 9 40 23 -- 72
---------- ---------- ---------- ---------- ----------
Cash and cash equivalents at end of period $ 4 $ (2) $ 13 $ -- $ 15
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 2000
-------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------ --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash (used in) provided by operating activities $ (56) $ 88 $ (14) $ -- $ 18
Investing activities:
Capital expenditures -- (82) (2) -- (84)
Investments in steel-related businesses -- (29) -- -- (29)
Net sales of marketable securities 46 -- -- -- 46
Proceeds from sale/leaseback and other (1) 47 (19) -- 27
---------- ---------- ---------- ---------- ----------
Net cash provided by (used in) investing activities 45 (64) (21) -- (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) 24 (35) -- (29)
Cash and cash equivalents at beginning of year 66 (22) 57 -- 101
---------- ---------- ---------- ---------- ----------
Cash and cash equivalents at end of period $ 48 $ 2 $ 22 $ -- $ 72
========== ========== ========== ========== ==========
</TABLE>
10
<PAGE> 12
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, 2000 and 1999
for each segment are listed below ($ in millions):
<TABLE>
<CAPTION>
Three Months Ended June 30,
-----------------------------------------------------------------------------------
Integrated Steel Metal Fabrication Corporate and Other
---------------- ----------------- -------------------
2000 1999 2000 1999 2000 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Sales - Trade $ 838 $ 847 $ 441 $ 167 $ -- $ --
Intersegment 35 15 -- -- -- --
Cost of products sold 801 785 378 139 -- --
Selling, general and administrative 30 29 25 14 3 3
Results of affiliates' operations -- -- -- (1) 3 10
Write down of equity affiliate -- -- -- -- 84 --
Net interest and other (income) expense (53) 1 (3) -- 24 (2)
Special charges 205 39 2 -- -- --
Income (loss) before income taxes (181) (53) 25 12 (113) (15)
Tons in thousands
Shipments
Trade 1,771 1,819 502 168
Intersegment 93 38
Raw steel production 2,168 2,136
Operating rate 101% 99%
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------------------------------------------------------------
Integrated Steel Metal Fabrication Corporate and Other
---------------- ----------------- -------------------
2000 1999 2000 1999 2000 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Sales - Trade $ 1,737 $ 1,687 $ 867 $ 315 $ -- $ --
Intersegment 69 44 -- -- -- --
Cost of products sold 1,652 1,586 743 262 -- --
Selling, general and administrative 59 58 52 27 5 6
Results of affiliates' operations -- -- (1) (1) 1 23
Write down of equity affiliate -- -- -- -- 84 --
Net interest and other (income) expense (53) 1 (5) -- 47 1
Special charges 205 39 2 -- -- --
Income (loss) before income taxes (192) (76) 47 21 (137) (30)
Tons in thousands
Shipments
Trade 3,727 3,629 993 324
Intersegment 191 155
Raw steel production 4,415 4,289
Operating rate 102% 100%
</TABLE>
11
<PAGE> 13
Integrated Steel
----------------
Sales in the second quarter 2000 increased due to 2% higher average selling
prices on shipments that were about equal to the prior year quarter. In the
first six months of 2000 sales increased due to 4% higher shipments with average
steel selling prices remaining about equal to the prior year.
Cost of products sold as a percentage of sales increased in the 2000 periods
from 1999 periods primarily from higher employee costs resulting from the August
1, 1999 labor agreement, higher energy costs, an unplanned seven day blast
furnace interruption and computer model problems at the Indiana Harbor Works
tandem mill. These increased costs were partially offset by favorable
settlements of environmental insurance claims recorded in the second quarter of
2000, higher yields and lower outside processing and warehousing costs.
Raw steel production at the Company's steelmaking facilities increased in the
2000 periods, primarily due to reduced operating levels in the 1999 periods. The
average operating rate in the second quarter and first half of 2000 was 101% and
102%, respectively, compared to 99% and 100% in the prior year quarter and first
six months, respectively.
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 2000 were approximately equal to
the 1999 expenses.
Included in other income and expense are gains of $53 million from the
demutualization of Metropolitan Life Insurance Company and the sale of LTV's
investment in Presque Isle Corporation, a limestone quarry facility.
Metal Fabrication
-----------------
Sales in 2000 increased primarily due to the inclusion of the acquisitions of
Welded Tube Co. of America and Copperweld Corporation and Copperweld Canada
Inc. (together, the "Acquisitions"). Shipments increased by 334,000 tons in the
second quarter and 669,000 tons in the first half of 2000 over comparable
periods in the prior year. Higher average selling prices in the tubular products
markets were complemented by higher metal buildings sales of 6% in the second
quarter and 12% for the first half.
Cost of products sold as a percentage of sales increased in 2000 as a result of
the inclusion of the Acquisitions in the 2000 periods.
Selling, general and administrative expenses increased due to the Acquisitions.
Corporate and Other
-------------------
Results of affiliates' operations include steel-related joint ventures such as
Trico Steel and CAL. Trico Steel is a flat rolled minimill in which LTV has a
50% interest.
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<PAGE> 14
Improved operating results in 2000 at Trico Steel are due to the resolution of
mechanical problems that occurred in 1999. Include's in the 2000 results is a
gain from insurance proceeds of $5.2 million (LTV's share $2.6 million). At
Trico Steel, higher production and shipment levels coupled with higher average
selling prices have led to the improved results in the 2000 periods compared to
the same periods in the prior year. LTV's share of Trico Steel results were a
loss of $2 million and a profit of $3 million in the three months and six months
ended June 30, 2000, respectively. This compares to the losses of $8 million and
$21 million for the three months and six months ended June 30, 1999 when Trico
Steel had experienced a transformer failure in early 1999.
In the second quarter, LTV determined that its investment in CAL was no longer a
strategic asset and would require significant additional investment with no
certainty that acceptable financial returns would be realized. As a result, LTV
has advised the other CAL partners of its intent to provide no further funding
and is working with the other partners to achieve an orderly exit. The CAL
investment, which contributed over $7 million to LTV's losses for the first six
months, has been written down by $84 million to its fair value.
Interest expense is higher in 2000 due to the $715 million of increased
borrowings to finance the Acquisitions and lower interest income resulting from
lower levels of investments and lower capitalized interest expense.
Income Taxes
------------
The 2000 and 1999 cash taxes consist of state, foreign and federal taxes
including a less than 80% owned subsidiary, which was sold on June 30, 2000. In
2000 and 1999 the Company recorded full valuation allowances to offset the
non-cash tax benefit arising from the losses. At this time, the Company has
concluded that the realization of deferred tax assets is not deemed to be "more
likely than not" and, consequently, established a valuation reserve for all of
its net deferred tax assets.
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 acquisition of LTV's 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, cash from
operations, long-term borrowings, amounts available under existing credit
facilities and other external sources of funds.
In 2000, total cash and cash equivalents decreased by $57 million to $15 million
as of June 30, 2000. During 2000, cash provided by operating activities amounted
to $55 million. Major uses of cash during 2000 included $39 million of debt
repayment, $107 million in capital expenditures and $18 million for investments
in steel-related businesses. Reported cash flow includes $38 million from a sale
and leaseback of a tubing facility in Portland, Oregon and $29 million from the
sale of LTV's interest in Presque Isle Corporation.
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The Company has credit facilities with banks, a "Receivables Facility" and an
"Inventory Facility." In March 2000, the Company increased the Receivable
Facility by $25 million to $345 million and the Inventory Facility by $55
million to $305 million, providing LTV with up to $650 million of financing
resources at prevailing market rates. Substantially all of the Company's
receivables and primarily all of the Integrated Steel segment's inventories are
pledged as collateral under these credit agreements. At June 30, 2000, $285
million was borrowed against these facilities and $93 million of letters of
credit were outstanding.
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.
The Company's 8.2% Senior Notes due September 2007, the 11.75% Senior Notes due
October 2009 and the Secured Facility contain various covenants that require the
Company to maintain certain financial ratios and amounts, place restrictions on
payments of dividends, stock repurchases, capital expenditures, investments in
subsidiaries and borrowings. Under the terms of the most restrictive covenant,
$54 million of retained earnings was available for stock dividend payments and
stock repurchases at June 30, 2000. The Company does not believe that the
restrictions contained in these covenants will cause significant limitations on
its financial flexibility. Subsequent to the end of the second quarter, LTV used
proceeds realized from the sale of Presque Isle to pay down $30 million of its
Secured Facility.
Since the second quarter of 1996, the Company has paid quarterly common stock
dividends of $0.03 per share.
COMPETITION AND PRICES
Integrated Steel
----------------
Domestic steel producers face significant competition from foreign producers
affecting both prices and volume. Based on preliminary AISI reports, imports of
steel products through May 2000 would be approximately 41 million tons on an
annualized basis. The import level in 2000 is approaching the 42 million tons
imported in 1998 when, due primarily to the 1998 economic difficulties faced by
countries in Asia and Latin America, carbon flat rolled steel products imports
into the U. S. increased to record levels during the fall of 1998. In 1998,
import levels of flat rolled steel products were 25% of domestic steel
consumption. A significant percentage of these imports were unfairly traded
under U. S. trade laws resulting in a sharp decline in domestic steel prices.
The downward pressure on pricing continued in the first half of 1999 as
customers reduced their high inventory levels accumulated during the period of
high imports. Trade action brought by U. S. steel producers resulted in a
reduction in import levels during early 1999, although carbon flat rolled steel
imports continued throughout 1999 at levels that were in excess of recent years.
As a result, imports were reduced to 36 million tons for the year 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.
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<PAGE> 16
LTV also competes with other domestic integrated producers, some of which have
greater resources than the Company, and with minimills, which in many cases have
lower costs than integrated steel mills. Minimills generally produce steel from
scrap in electric furnaces, have lower employment and environmental costs and
generally target regional markets. Thin slab casting technologies have allowed
some minimill producers to enter certain sectors of the flat rolled market that
have traditionally been supplied by integrated producers. Industry experts
estimate that current domestic raw steel production capacity will be increased
by 1% by the end of 2001 as newly constructed minimills engage in start-up
operations or expand operations.
Many steel products face substantial competition from manufacturers of other
products, including plastics, aluminum, ceramics, glass, wood and concrete.
Metal Fabrication
-----------------
Tubular Products
----------------
The mechanical tubing business is highly fragmented with over 100 participants
geographically diversified across North America. Welded mechanical tube
competition is stratified with quality ranging from non-commodity products to
more commodity-like products, which compete primarily on price.
The structural tubing business is characterized by intense competition, limited
product differentiation, a fragmented supplier base, and the emergence of
low-cost capacity in certain regions. The primary factors that affect
competition are service and price. LTV Copperweld is the largest supplier to
this market in North America and is differentiated by its proprietary
Kleenkote(TM) process, large diameter product offerings, and broad geographic
network of production facilities.
The standard and line pipe markets are highly fragmented and heavily affected by
foreign competition.
Metal Buildings
---------------
Metal buildings are an alternative to conventional forms of non-residential
building construction, with competition primarily based on cost, construction
time, appearance, thermal efficiency and other customer requirements. VP
Buildings competes with numerous other metal buildings systems manufacturers as
well as conventional general contractors. The largest five such manufacturers
(including VP Buildings) account for approximately 60% of industry sales,
according to the Metal Building Manufacturers Association. Competition among
metal buildings systems companies is based primarily on price, service, product
design and performance, and marketing capabilities.
OTHER ITEMS
LTV recorded special charges of $207 million in the second quarter of 2000 for
the closure of the LTV Steel Mining Company, a Minnesota mining facility, and a
Cleveland tubing facility. The special charge for the LTV Steel Mining Company
of $205 million includes a facilities write-down of $108 million, termination
costs of $86 million for 1,400 hourly and salaried employees and $11 million of
other closure related costs. A special charge of $2 million was also recorded
for the closure of the Cleveland tubing facility. $108 million was charged
against these reserves in the second quarter of 2000 and there is a balance
remaining of $99 million at June 30, 2000. In the fourth quarter of 1998, a
reserve of $55 million was
15
<PAGE> 17
recorded for the shutdown of cold roll finishing operations in the No. 2
finishing department at the Cleveland Works, recognition of an asset impairment
at an electrogalvanizing joint venture, the shutdown of an electric-weld pipe
line and a salaried workforce reduction. During the first quarter 2000, $8
million was charged to this reserve and there is no balance remaining at June
30, 2000. 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. The Company charged $4
million against this reserve in 2000 with a balance remaining of $28 million at
June 30, 2000.
ENVIRONMENTAL LIABILITIES AND OTHER CONTINGENCIES
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 investigate and remediate any
contamination at plant sites where hazardous wastes have been used pursuant to
the Resource Conservation Recovery Act, the Company could be required to record
additional liabilities. The Company is unable to make meaningful estimates of
the cost of these potential liabilities at this time, but they could have a
material adverse effect on our interim or annual operating results and
liquidity. Management does not believe that there would be a material adverse
effect on LTV's financial position. In addition, certain environmental laws such
as Superfund can impose liability for the entire cost of clean-up of
contaminated sites upon any of the current and former site owners or operators
or parties who sent waste to these sites, regardless of fault or the lawfulness
of the original disposal activity. Permits and environmental controls are also
required at LTV's facilities to reduce air and water pollution from certain
operations; and these permits are subject to modification, renewal and
revocation by issuing authorities. Additional permits may be required, or more
onerous conditions may be imposed in our existing permits as a result of
increases in production or modifications to certain of our facilities.
The Company is the subject of various other threatened or pending legal actions,
contingencies and commitments in the normal course of conducting its business.
The Company provides for costs related to these matters when a loss is probable
and the amount is reasonably estimable. The effect of the outcome of these
matters on the Company's future results of operations and liquidity cannot be
predicted because any such effect depends on future results of operations and
the amount and timing of the resolution of such matters. While it is not
possible to predict with certainty, management believes that the ultimate
resolution of such matters will not have a material adverse effect on the
consolidated financial statements of the Company.
The Company is unable to make a meaningful estimate of the amount or range of
possible losses that could result from an unfavorable outcome in the following
environmental and litigation matters: approximately 1,350 asbestosis Ohio worker
compensation claims filed since August 1, 1999; a notice of violation issued in
1995 by the Indiana Department of Environmental Management alleging releases of
contaminants onto and beneath the ground at the Indiana Harbor Works; and
dredging and disposal
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<PAGE> 18
projects proposed in 1999 as part of a proposed settlement involving a National
Resource Damage Assessment of the Grand Calumet River System.
The Company's results of operations in one or more interim or annual periods
could be materially affected by unfavorable results in one or more of these
matters. Based on information known to the Company, management believes the
outcome of these matters should not have a material adverse effect upon the cash
flows or consolidated financial position of the Company.
The Company spent approximately $9 million and $10 million for environmental
cleanup and related demolition costs at operating and idled facilities for the
six months ended June 30, 2000 and 1999, respectively. At June 30, 2000, the
Company has a recorded liability of $118 million for known and identifiable
environmental and related demolition costs. As the Company becomes aware of
additional matters or obtains more information, it may be required to record
additional liabilities for environmental remediation, investigation and clean up
of contamination. The Company also spent approximately $5 million and $6 million
in the first half of 2000 and 1999, respectively, for environmental
compliance-related capital expenditures for environmental projects and expects
it will be required to spend an average of approximately $24 million annually in
capital expenditures during the next five years to meet environmental standards.
OUTLOOK
Although underlying demand for flat rolled steel continues to be strong in North
America, high service center inventories and rising imports are impacting spot
market pricing. Imports, on an annualized basis, are entering the market at a
rate approaching that of the 1998 crisis. The recently released study of the
steel trade crisis by the Clinton Administration confirmed the violations of
U.S. trade laws and the injuries to U.S. companies caused by foreign
competitors. The study is expected to serve as a platform upon which to build a
more effective response to illegal steel trade. An improvement in the pricing
environment later this year is dependent on a correction in the inventory and
import problems. Improvement of LTV's Integrated Steel performance in the second
half of 2000 also will be centered on continued progress in its cost reduction
initiatives. These initiatives include yield improvements, initial benefits from
the planned iron ore mine shutdown and various plant cost reduction programs.
LTV's new joint venture hot dip galvanizing line, Columbus Coatings, is on
schedule for startup later this year.
Continued progress in the Metal Fabrication segment is expected to provide
continued year over year favorable comparisons. An orderly exit from LTV's
investment in CAL will result in an elimination of further losses from this
investment in the Corporate and Other Segment. Trico is impacted by the same
pricing and supply environment as Integrated Steel, but continues to make
operating improvements.
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;
17
<PAGE> 19
substantial changes in financial markets; labor unrest; unfair foreign
competition; major equipment failure; unanticipated results in pending legal
proceedings; or difficulties in integrating recent acquisitions or implementing
information technology. In this regard, we also direct your attention to factors
discussed above in the Management's Discussion and Analysis.
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<PAGE> 20
PART II
ITEM 1. LEGAL PROCEEDINGS
UNITED STATES TRADE CASES
Flat Rolled Steel Cases
On June 21, 1999, LTV Steel and other domestic integrated steel
producers filed cold rolled trade cases that are described in LTV's Annual
Report on Form 10-K for the year ended December 31, 1999 and LTV's Quarterly
Report on Form 10-Q for the period ended March 31, 2000. In January 2000, the
Department of Commerce (the "DOC") made its final countervailing duty
determinations ranging from 7.41% to 10.6% with respect to Brazil and its final
determination of appropriate antidumping margins on cold rolled steel imports
ranging from 16.65% to 80.67% for Argentina, Brazil, Japan, Russia, South Africa
and Thailand. In March, April and May 2000, the DOC made its final determination
of appropriate antidumping margins ranging from 8.67% to 163.89% for China,
Indonesia, Slovakia, Taiwan, Turkey and Venezuela.
Despite the DOC's issuance of substantial final antidumping margins, in
March, April and June 2000, the International Trade Commission ("ITC") made a
final determination that cold rolled steel imports from Argentina, Brazil,
Japan, Russia, South Africa, Thailand, Turkey, Venezuela, China, Indonesia,
Slovakia and Taiwan did not cause or threaten to cause material injury to
domestic producers. In April 2000, the domestic producers filed an appeal of the
ITC's decision with respect to Argentina, Brazil, Japan, Russia, South Africa
and Thailand. In June 2000, the domestic producers appealed the ITC's decision
with respect to Turkey and Venezuela. The domestic producers have until August
2000 to appeal the ITC's negative injury determination with respect to China,
Indonesia, Slovakia and Taiwan.
ENVIRONMENTAL PROCEEDINGS
In December 1999, the U.S. Environmental Protection Agency ("EPA") and
the U.S. Department of Justice ("DOJ") orally notified LTV that the agencies
were considering the filing of an enforcement action under the Resource
Conservation and Recovery Act with respect to LTV's Indiana Harbor Works
("IHW"). In June and July 2000, the EPA and the Indiana Department of
Environmental Management ("IDEM") conducted a multi-media environmental
inspection of the IHW, including the collection of waste samples and subsurface
samples from a former coke plant facility. LTV does not yet know the conclusion
of the EPA and IDEM with respect to the inspection.
City of Buffalo. In May, 2000, the EPA began conducting a sampling
program, pursuant to its authority under the Comprehensive Environmental
Response, Compensation and Liability Act, in the neighborhood across the street
from the LTV/Hanna Furnace Corporation property in Buffalo, New York (the
"Hickory Woods subdivision"). The sampling program encompasses approximately 5
city blocks and includes properties sold by LTV and Hanna Furnace Corporation in
1992 to the Buffalo Urban Renewal Authority ("BURA") and upon which BURA
provided for the construction of new homes. Separately, LTV, Hanna Furnace
Corporation and BURA signed an agreement with EPA, effective June 2, 2000, which
requires LTV and Hannah Furnace Corporation and BURA to remediate soil
contaminated in 5 vacant lots in the Hickory Woods subdivision. These 5 vacant
lots were included in the properties sold to BURA in 1992. LTV's share of the
remediation cost is approximately $300,000.
19
<PAGE> 21
OTHER
In 1996, LTV Steel filed an action in the U.S. Court of Federal Claims
seeking recovery of approximately $25 million in Federal Insurance Contribution
Act ("FICA") and Federal Unemployment Tax Act ("FUTA") taxes that were paid by
LTV Steel to the U.S. government during the period 1987 through 1993 in
connection with certain pension make-up payments made to certain hourly and
salaried retirees. LTV Steel's position is that these pension payments are not
subject to FICA or FUTA taxes. On October 19, 1998, the U.S. Court of Federal
Claims granted LTV Steel summary judgment. The parties stipulated the amount of
the judgment to be approximately $24.6 million plus statutory interest, which
LTV Steel estimated to be approximately $25 million as of 1999. Approximately
one-third of the total amount recovered by LTV Steel would have been refunded to
eligible retirees. On April 14, 1999, the government filed a notice of appeal of
the summary judgment to the U.S. Court of Appeals for the Federal Circuit. On
June 12, 2000, the Court of Appeals reversed the decision of the Court of
Federal Claims and ruled in favor of the government. The case has been remanded
to the Court of Federal Claims for decision on two issue not previously ruled
upon by the lower court.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of shareholders was held on April 28, 2000.
(b) Peter Kelly, Stephen B. Timbers and Farah M. Walters were elected
to the Board of Directors at the annual meeting. The term of office of each of
John E. Jacob, Edward C. Joullian III, Samuel K. Skinner, Dr. Colin C. Blaydon,
William H. Bricker, M. Thomas Moore and Vincent A. Sarni continued after the
meeting.
(c)(i) The shareholders elected three directors to the three-year class
whose term of office will expire in 2003, as follows:
Votes for Votes Withheld
--------- --------------
Peter Kelly 89,253,681 4,873,450
Stephen B. Timbers 84,477,864 9,649,267
Farah M. Walters 84,438,024 9,689,107
(ii) The shareholders ratified the appointment of Ernst & Young LLP as
auditors of LTV for the fiscal year ending December 31, 2000.
Votes For: 93,208,840
Votes Against: 642,376
Abstentions: 275,915
Broker Non-Votes: None
(iii) The shareholders rejected a shareholder's proposal to recommend
compensating directors in all cash.
Votes For: 5,854,102
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<PAGE> 22
Votes Against: 55,945,575
Abstentions: 1,760,241
Broker Non-Votes: 30,567,213
(iv) The shareholders rejected a shareholder's proposal to recommend
modifying the stock option incentive program for management.
Votes For: 8,515,268
Votes Against: 53,220,444
Abstentions: 1,824,205
Broker Non-Votes: 30,567,214
ITEM 5. OTHER INFORMATION
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 LTV's 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 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 1999 whether to waive
the transfer restrictions in Article Ninth with respect to all future transfers
of securities. At its December 1999 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.
* (10) - (49) - Pellet Sale and Purchase Agreement dated as of
May 15, 2000, by and among The Cleveland-Cliffs Iron Company, an Ohio
21
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corporation, Cliffs Mining Company, a Delaware corporation, Northshore Mining
Company, a Delaware corporation, and LTV Steel Company, Inc., a New Jersey
corporation.
(11) - Statement re Computation of Per Share Earnings (filed
herewith)
(27) - Financial Data Schedule (filed herewith)
* Confidential treatment requested as to certain portions, which
portions have been omitted and filed separately with the Securities
and Exchange Commission.
(b) Reports on Form 8-K
None.
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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: August 1, 2000
--------------
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