<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 MARCH 31, 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.
99,959,677 shares of common stock
(as of March 31, 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
March 31,
---------------------------------
2000 1999
-------------- --------------
<S> <C> <C>
SALES $ 1,325 $ 988
Costs and expenses:
Cost of products sold 1,182 895
Depreciation and amortization 80 65
Selling, general and administrative 58 45
Results of affiliates' operations (3) 13
Net interest and other (income) expense 21 (3)
-------------- --------------
Total 1,338 1,015
-------------- --------------
INCOME (LOSS) BEFORE INCOME TAXES (13) (27)
Income tax provision:
Taxes payable 3 2
Taxes not payable in cash - -
-------------- --------------
Total 3 2
-------------- --------------
NET INCOME (LOSS) $ (16) $ (29)
============== ==============
Earnings (loss) per share:
Basic $ (0.18) $ (0.30)
============== ==============
Diluted $ (0.18) $ (0.30)
============== ==============
Cash dividends per common share $ 0.03 $ 0.03
============== ==============
</TABLE>
- -------
See notes to consolidated financial statements.
1
<PAGE> 3
THE LTV CORPORATION
CONSOLIDATED BALANCE SHEET
(in millions, except per share data)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------------- -----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 25 $ 72
Receivables, less allowance for doubtful accounts 634 538
Inventories:
Products 723 728
Materials, purchased parts and supplies 266 293
----------------- -----------------
Total inventories 989 1,021
Prepaid expenses, deposits and other 26 20
----------------- -----------------
Total current assets 1,674 1,651
----------------- -----------------
INVESTMENTS IN AND ADVANCES TO AFFILIATES 360 358
GOODWILL AND OTHER INTANGIBLES, NET OF ACCUMULATED AMORTIZATION 343 313
OTHER NONCURRENT ASSETS 135 147
PROPERTY, PLANT AND EQUIPMENT 4,853 4,870
Allowance for depreciation (1,311) (1,238)
----------------- -----------------
Total property, plant and equipment 3,542 3,632
----------------- -----------------
$ 6,054 $ 6,101
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 425 $ 416
Accrued employee compensation and benefits 324 305
Other accrued liabilities 226 225
Current maturities of debt 27 29
----------------- -----------------
Total current liabilities 1,002 975
----------------- -----------------
NONCURRENT LIABILITIES
Long-term debt 1,052 1,093
Postemployment health care and other insurance benefits 1,540 1,546
Pension benefits 572 563
Other 420 435
----------------- -----------------
Total noncurrent liabilities 3,584 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 374 393
Treasury stock (5 million shares at cost) (66) (66)
Other comprehensive loss and other (3) (1)
----------------- -----------------
Total shareholders' equity 1,468 1,489
----------------- -----------------
$ 6,054 $ 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>
Three Months Ended
March 31,
---------------------------------------
2000 1999
----------------- -----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (16) $ (29)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Noncash (income) losses of affiliates (3) 13
Depreciation and amortization 80 65
Pension funding less (more) than related expense 10 (10)
Postemployment benefit payments (more) than related expense (6) (5)
Changes in assets, liabilities and other (39) (28)
---- ----
Net cash provided by operating activities 26 6
---- ----
INVESTING ACTIVITIES
Capital expenditures (49) (37)
Investments in and advances to steel-related businesses (13) (13)
Net sales of marketable securities - 47
Proceeds from sale / leaseback and other 37 (6)
--- ---
Net cash used in investing activities (25) (9)
---- ---
FINANCING ACTIVITIES
Net borrowings (repayments) (43) -
Dividends paid and other (5) (4)
--- ---
Net cash used in financing activities (48) (4)
---- ---
Net (decrease) increase in cash and cash equivalents (47) (7)
Cash and cash equivalents at beginning of period 72 101
--- ---
Cash and cash equivalents at end of period $ 25 $ 94
====== =====
Supplemental cash flow information is presented as follows:
Interest payments $ 26 $ 13
Income tax payments 6 1
Capitalized interest 3 7
Borrowings under credit facilities 1,100 -
Paydowns on borrowings under credit facilities 1,143 -
Purchases of marketable securities - 64
Sales and maturities of marketable securities - 111
</TABLE>
- -------
See notes to consolidated financial statements.
3
<PAGE> 5
THE LTV CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 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 ended March 31, 2000
and 1999 totaled $16 million and $31 million, respectively. Other comprehensive
loss included in the balance sheet amounted to $1 million with no material
changes since December 31, 1999. The other comprehensive loss at March 31, 1999
was $14 million, with no material 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.
4
<PAGE> 6
<TABLE>
<CAPTION>
Three months ended
March 31, 1999
-------------------------
<S> <C>
Net Sales $ 1,193
Net income (loss) (41)
Earnings per share:
Basic $ (0.44)
Diluted $ (0.44)
</TABLE>
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 profits of $5
million for the quarter ended March 31, 2000 and pretax losses of $13 million
for the quarter ended March 31, 1999, 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, 2000 1999
---- ----
<S> <C> <C>
Net sales $125 $ 47
Costs and expenses 116 73
---- ---
Pretax income (loss) $ 9 $(26)
==== =====
Financial position at March 31, 2000 1999
---- ----
Current assets $142 $ 50
Noncurrent assets 515 525
Current liabilities (81) (30)
Noncurrent liabilities (357) (309)
----- -----
Net assets $219 $236
===== ====
</TABLE>
NOTE (5) - 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 and electrical
equipment 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 Cliffs and Associates
Limited ("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
5
<PAGE> 7
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>
Three Months Ended March 31, 2000
-------------------------------------------
Integrated Metal Corporate
Steel Fabrication & Other Total
----- ----------- ------- -----
<S> <C> <C> <C> <C>
Trade sales $899 $426 $ - $1,325
Intersegment sales 34 - - 34
Segment income (loss) before income taxes (11) 22 (24) (13)
Three Months Ended March 31, 1999
-------------------------------------------
Integrated Metal Corporate
Steel Fabrication & Other Total
----- ----------- ------- -----
Trade sales $840 $148 $ - $988
Intersegment sales 29 - - 29
Segment income (loss) before income taxes (23) 9 (13) (27)
</TABLE>
NOTE (6) - 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 March 31, 2000 and
December 31, 1999; statements of operations and cash flows for the quarters
ended March 31, 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>
March 31, 2000
-------------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 31 $ (19) $ 13 $ - $ 25
Receivables - 76 558 - 634
Inventories - 154 835 - 989
Other current assets - 24 2 - 26
----------- ----------- ------------ ------------ ------------
Total current assets 31 235 1,408 - 1,674
----------- ----------- ------------ ------------ ------------
Intercompany, net 254 732 (986) - -
Goodwill and other intangibles - 340 3 - 343
Investments and other noncurrent assets 1,242 562 20 (1,329) 495
Property, plant and equipment, net - 3,432 110 - 3,542
----------- ----------- ------------ ------------ ------------
Total assets $ 1,527 $ 5,301 $ 555 $ (1,329) $ 6,054
=========== =========== ============ ============ ============
Total current liabilities $ 43 $ 883 $ 76 $ - $ 1,002
Long-term debt - 797 255 - 1,052
Postemployment health care and other insurance benefits - 1,518 22 - 1,540
Pension benefits - 569 3 - 572
Other 16 374 30 - 420
Shareholders' equity 1,468 1,160 169 (1,329) 1,468
----------- ----------- ------------ ------------ ------------
Total liabilities and shareholders' equity $ 1,527 $ 5,301 $ 555 $ (1,329) $ 6,054
=========== =========== ============ ============ ============
</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 - 162 859 - 1,021
Other current assets 1 19 - - 20
----------- ----------- ------------ ------------ ------------
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 March 31, 2000
-----------------------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------------ ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ - $ 1,226 $ 1,091 $ (992) $ 1,325
Costs and expenses:
Cost of products sold - 1,101 1,073 (992) 1,182
Depreciation and amortization - 77 3 - 80
Selling, general and administrative 2 52 4 - 58
Results of affiliates' operations 11 9 - (23) (3)
Net interest and other (income) expense - 15 6 - 21
--------- ----------- ----------- ------------ ------------
Total 13 1,254 1,086 (1,015) 1,338
--------- ----------- ----------- ------------ ------------
Income (loss) before income taxes (13) (28) 5 23 (13)
Income tax provision 3 - - - 3
--------- ----------- ----------- ------------ ------------
Net income (loss) $ (16) $ (28) $ 5 $ 23 $ (16)
========= =========== =========== ============ ============
Three Months Ended March 31, 1999
----------------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
------------- ----------- ------------- --------------- -----------------
Net sales $ - $ 988 $ 926 $ (926) $ 988
Costs and expenses:
Cost of products sold - 896 925 (926) 895
Depreciation and amortization - 65 - - 65
Selling, general and administrative 3 42 - - 45
Results of affiliates' operations 28 32 - (47) 13
Net interest and other (income) expense (4) (16) 17 - (3)
---------- --------- ------------ ----------- -----------
Total 27 1,019 942 (973) 1,015
---------- --------- ------------ ----------- -----------
Income (loss) before income taxes (27) (31) (16) 47 (27)
Income tax provision 2 - - - 2
---------- --------- ------------ ----------- -----------
Net income (loss) $ (29) $ (31) $ (16) $ 47 $ (29)
========== ========= ============ =========== ===========
</TABLE>
8
<PAGE> 10
Condensed Consolidating Cash Flows Statement
(in millions)
<TABLE>
<CAPTION>
Three Months Ended March 31, 2000
-----------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
-------------- ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash provided by (used in) operating activities $ 27 $ (39) $ 38 $ - $ 26
Investing activities:
Capital expenditures - (49) - - (49)
Investments in affiliates - (13) - - (13)
Other - 45 (8) - 37
-------------- ---------- ----------- --------- ----------
Net cash provided by (used in) investing activities - (17) (8) - (25)
-------------- ---------- ----------- --------- ----------
Financing activities:
Net borrowings - (3) (40) - (43)
Dividends paid and other (5) - - - (5)
-------------- ---------- ----------- --------- ----------
Net cash provided by (used in) financing activities (5) (3) (40) - (48)
-------------- ---------- ----------- --------- ----------
Net increase (decrease) in cash and cash equivalents 22 (59) (10) - (47)
Cash and cash equivalents at beginning of period 9 40 23 - 72
-------------- ---------- ----------- --------- ----------
Cash and cash equivalents at end of period $ 31 $ (19) $ 13 $ - $ 25
============== ========== =========== ========= ==========
Three Months Ended March 31, 1999
----------------------------------------------------------------------
Non-Guarantor
Parent Guarantor Subsidiaries Eliminations Consolidated
-------------------------- ------------ ------------ ------------
Cash provided by (used in) operating activities $ (40) $ 72 $ (26) $ - $ 6
Investing activities:
Capital expenditures - (36) (1) - (37)
Investments in affiliates - (13) - - (13)
Net sales of marketable securities 47 - - - 47
Other - 13 (19) - (6)
----------- ---------- ------------ --------- -----------
Net cash provided by (used in) investing activities 47 (36) (20) - (9)
----------- ---------- ------------ --------- -----------
Financing activities:
Dividends paid and other (4) - - - (4)
----------- ---------- ------------ --------- -----------
Net cash provided by (used in) financing activities (4) - - - (4)
----------- ---------- ------------ --------- -----------
Net increase (decrease) in cash and cash equivalents 3 36 (46) - (7)
Cash and cash equivalents at beginning of period 66 (22) 57 - 101
----------- ---------- ------------ --------- -----------
Cash and cash equivalents at end of period $ 69 $ 14 $ 11 $ - $ 94
=========== ========== ============ ========= ===========
</TABLE>
9
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Summary results for the three months ended March 31, 2000 and 1999 for each
segment are listed below ($ in millions):
<TABLE>
<CAPTION>
Integrated Steel Metal Fabrication Corporate and Other
-------------------------- --------------------------- ----------------------
2000 1999 2000 1999 2000 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Sales
Trade $ 899 $ 840 $ 426 $ 148 $ - $ -
Intersegment 34 29 - - - -
Cost of products sold 851 801 365 123 - -
Selling, general and administrative 29 29 27 13 2 3
Results of affiliates' operations - - (1) - (2) 13
Net interest and other (income) expense - - (2) - 23 (3)
Income (loss) before income taxes (11) (23) 22 9 (24) (13)
Tons in thousands
Steel shipments
Trade 1,956 1,810 493 155
Intersegment 98 103
Raw steel production 2,247 2,153
Operating rate 104% 101%
</TABLE>
Integrated Steel
- ----------------
Sales in 2000 increased due to higher average steel selling prices of 1% and
higher trade steel shipments of 8%.
Cost of products sold as a percentage of sales decreased in 2000 from 1999
primarily as a result of higher average selling prices.
Raw steel production at the Company's steelmaking facilities increased in 2000,
primarily due to reduced operating levels in the 1999 quarter. The average
operating rate was 104% in 2000 compared to 101% 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 2000 were equal to the 1999
expenses.
10
<PAGE> 12
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"). Higher shipments of 317,000 tons and higher
average selling prices in the tubular products markets were complemented by
higher metal buildings sales of 19%.
Cost of products sold as a percentage of sales increased in 2000 as a result of
the inclusion of the Acquisitions in the 2000 quarter.
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 Cliffs and Associates Limited (CAL). Trico Steel is a flat
rolled minimill in which LTV has a 50% interest. Improved operating results in
2000 at Trico Steel are due to the resolution of mechanical problems that
occurred in 1999. Included in the 2000 quarter results is a gain from insurance
proceeds of $5.2 million (LTV share $2.6 million). At Trico, higher production
and shipment levels coupled with higher average selling prices have led to the
improved results in the 2000 quarter compared to the same quarter last year.
Also included in this segment are the start-up costs of CAL, a direct reduced
iron joint venture in which LTV has a 46.5% interest. LTV's share of the CAL
start-up costs was $3 million in the first quarter of 2000. The joint venture
has generated trial material but continued mechanical equipment issues have
prevented achieving commercial quantities.
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. In 2000 and 1999 the Company
recorded full valuation allowances to offset the non-cash tax benefit arising
from the current year 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 common stock that would cause the
ownership interest percentage of the acquirer or any other person to increase to
4.5% or above.
11
<PAGE> 13
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 $47 million to $25 million
as of March 31, 2000. During 2000, cash provided by operating activities
amounted to $26 million. Major uses of cash during 2000 included $43 million of
debt repayment, $49 million in capital expenditures and $13 million for
investments in steel-related businesses.
To fund the 1999 Acquisitions, LTV issued $275 million of 11.75% Senior Notes, a
$225 million secured term loan and $80 million of cumulative convertible
preferred stock. The balance was financed through increased borrowings under
LTV's existing credit facilities.
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 March 31, 2000, $280
million was borrowed against these facilities and $88 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% Notes, the 11.75% Notes and the secured term loan 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, $42 million of retained earnings was
available for stock dividend payments and stock repurchases at March 31, 2000.
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
Integrated Steel
- ----------------
Domestic steel producers face significant competition from foreign producers
affecting both prices and volume. 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. 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. Based on preliminary AISI reports,
12
<PAGE> 14
imports through February 2000 were 18% of domestic steel consumption, the same
level as the first quarter of 1999 and for the full year 1999. In 1998, import
levels were 25% of domestic steel consumption with a significant percentage of
these imports unfairly traded under U. S. trade laws that resulted in a sharp
decline in domestic steel prices. 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. 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.
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 2% by the end of 2000 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 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
13
<PAGE> 15
(including VP Buildings) account for approximately 70% 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
In the fourth quarter of 1998, a reserve of $55 million was 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 March 31, 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 $3 million against
this reserve in 2000 with a balance remaining of $30 million at March 31, 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
14
<PAGE> 16
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 1,250 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 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 $4 million and $6 million for environmental
clean-up and related demolition costs at operating and idled facilities for the
periods ended March 31, 2000 and 1999, respectively. At March 31, 2000, the
Company has a recorded liability of $117 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 $2 million and $1 million
in the first quarter 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.
YEAR 2000 READINESS
The Company did not experience any significant malfunctions or errors in its
operating or business systems when the date changed from 1999 to 2000. Based on
operations since January 1, 2000, the Company does not expect any significant
impact to its on-going business as a result of the "Year 2000 issue." The
Company currently is not aware of any significant Year 2000 or similar problems
that have arisen for its customers and suppliers.
OUTLOOK
Demand for the Integrated Steel segment's products remains strong and is
expected to result in continued strong shipments and operating levels in the
second quarter of 2000. Despite the strength of the market and the April price
increase, average selling prices are expected to remain below 1998 levels.
<PAGE> 17
The Metal Fabrication segment shows continued strong sales from both tubular
products and metal buildings systems. The Metal Fabrication segment is expected
to report significantly higher sales during 2000 due to the inclusion of the
Acquisitions for the full year.
Corporate and Other is expected to benefit from improved Trico Steel operations,
but higher interest expense related to the debt from acquisitions and the CAL
startup losses are expected to continue to impact results in this segment. Trico
Steel has shown improved financial results in every quarter of 1999 and also in
the first quarter of 2000. CAL is expected to continue to incur start-up costs.
Higher interest expense related to the debt from the acquisitions is expected to
continue to impact results in this segment.
LTV has been notified by Metropolitan Life Insurance Company (MetLife) that it
is entitled to receive approximately 2.5 million shares of MetLife common shares
in that company's demutualization, which became effective April 7, 2000. LTV
elected to receive cash for its shares and expects to receive net proceeds of
approximately $30 million during the second quarter of 2000.
The Company is exploring options that would eliminate some operations that are
no longer considered central to its core operations in its Integrated Steel
segment. Actions may be taken sometime during the balance of the year.
This report includes forward-looking statements. Our use of the words "outlook,"
"anticipate," "believes," "estimate," "expect" and similar words is intended to
identify these statements as forward-looking. These statements represent our
current judgment on what the future holds. While the Company believes them to be
reasonable, a number of important factors could cause actual results to differ
materially from those projected. These factors include relatively small changes
in market price or market demand; changes in domestic capacity; changes in raw
material costs; increased operating costs; loss of business from major
customers, especially for high value-added product; unanticipated expenses;
substantial changes in financial markets; labor unrest; unfair foreign
competition; major equipment failure; unanticipated results in pending legal
proceedings; or difficulties in integrating recent acquisitions or implementing
information technology, including Year 2000 compliant computer systems. In this
regard, we also direct your attention to factors discussed above in the
Management's Discussion and Analysis.
16
<PAGE> 18
PART II
ITEM 1. LEGAL PROCEEDINGS
In March 2000, the International Trade Commission (the "ITC") rendered its
final injury determination on the cold rolled trade cases filed on June 21,
1999 by LTV Steel and other domestic integrated steel producers that are
described in LTV's Annual Report on Form 10-K for the year ended December 31,
1999. The ITC found that cold rolled imports from Argentina, Brazil, Japan,
Russia, South Africa and Thailand did not cause or threaten to cause material
injury to domestic producers.
In April 2000, Mexico's Secretariat of Commerce and Industrial Development
concluded the anti-dumping administrative review of LTV Steel's hot rolled
steel exports to Mexico that is described in LTV's Annual Report on Form 10-K
for the year ended December 31, 1999. As a result, the 28.73% anti-dumping duty
rate previously applied to LTV Steel's hot rolled exports to Mexico has been
revoked, leaving LTV Steel with a 0% anti-dumping duty rate on hot rolled steel
exports to Mexico. At present, no duties exist on any LTV Steel product exports
to Mexico.
Approximately 1,250 asbestosis Ohio workers' compensation claims have been
filed with LTV Steel, the majority of which were filed on behalf of retired
employees who worked at facilities that were closed in the early 1980s. Most of
the asbestosis workers' compensation claims were filed by the same Cleveland
law firm. LTV anticipates that additional claims may be filed.
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
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.
<PAGE> 19
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 FORM 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.
(11) - Statement re Computation of Per Share Earnings (filed herewith)
(27) - Financial Data Schedule (filed herewith)
(b) Reports on Form 8-K
Current Report on Form 8-K, filed with the Commission (File No. 1-4368) on
November 22, 1999 as amended by Current Report on Form 8-K/A, filed with
the Commission (File No. 1-4368) on January 25, 2000.
<PAGE> 20
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: May 2, 2000
------------------------
<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,
--------------------------------------------------------------
2000 1999
---------------------------- ----------------------------
Shares Amount EPS Shares Amount EPS
-------- -------- ----- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) $ (16) $ (29)
Preferred stock dividend
requirements (2) (1)
--- ---
$ (18) $ (30)
====== ======
---------- ----------
Weighted average shares outstanding: 100,034 99,976
========== ==========
BASIC EARNINGS (LOSS) PER SHARE $ (0.18) $(0.30)
========= =========
</TABLE>
<PAGE> 2
Page 2 of 2
Exhibit (11)
THE LTV CORPORATION
Calculation of Diluted Earnings Per Share (EPS)
(Dollar amounts in millions except for EPS)
(Share data in thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------------------------------------
2000 1999
---------------------------- ----------------------------
Shares Amount EPS Shares Amount EPS
-------- -------- ----- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) $ (16) $ (29)
Preferred stock dividend
requirements (2) (1)
--- ---
$ (18) $ (30)
====== ======
---------- ----------
Weighted average shares outstanding: 100,034 99,976
========== ==========
Common Stock equivalent shares
resulting from Stock
Options and Restricted Stock (A) (A)
Common Stock issuable upon
conversion of Series A and B
Preferred Stock (A) (A)
-------- ------ ------- ------
100,034 $ (18) 99,976 $ (30)
======== ====== ======= ======
DILUTED EARNINGS (LOSS) PER SHARE $ (0.18) $ (0.30)
========= =========
</TABLE>
(A) Addition of these shares would result in antidilution.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 25
<SECURITIES> 0
<RECEIVABLES> 653
<ALLOWANCES> 19
<INVENTORY> 989
<CURRENT-ASSETS> 1,674
<PP&E> 4,853
<DEPRECIATION> 1,311
<TOTAL-ASSETS> 6,054
<CURRENT-LIABILITIES> 1,002
<BONDS> 1,052
0
3
<COMMON> 53
<OTHER-SE> 1,412
<TOTAL-LIABILITY-AND-EQUITY> 6,054
<SALES> 1,325
<TOTAL-REVENUES> 1,325
<CGS> 1,182
<TOTAL-COSTS> 1,320
<OTHER-EXPENSES> (6)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24
<INCOME-PRETAX> (13)
<INCOME-TAX> 3
<INCOME-CONTINUING> (16)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16)
<EPS-BASIC> (0.18)
<EPS-DILUTED> (0.18)
</TABLE>
