-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TCNo43kXW3MuE6fNTx4rRfxJVu+mhITRinQ2yDjwqkGTmaz6ZnZLV4moVYW+kAkm uXMAScUaXKLSk3O+UktAnQ== 0000950152-97-003136.txt : 19970425 0000950152-97-003136.hdr.sgml : 19970425 ACCESSION NUMBER: 0000950152-97-003136 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970424 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LTV CORP CENTRAL INDEX KEY: 0000060731 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 751070950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04368 FILM NUMBER: 97586193 BUSINESS ADDRESS: STREET 1: 200 PUBLIC SQUARE STREET 2: P O BOX 655003 CITY: CLEVELAND STATE: OH ZIP: 44115-1069 BUSINESS PHONE: 2166225000 MAIL ADDRESS: STREET 1: 25 WEST PROSPECT AVENUE CITY: CLEVELAND STATE: OH ZIP: 44115-1069 FORMER COMPANY: FORMER CONFORMED NAME: LING TEMCO ELECTRONICS INC DATE OF NAME CHANGE: 19710317 FORMER COMPANY: FORMER CONFORMED NAME: LING TEMCO VOUGHT INC DATE OF NAME CHANGE: 19660907 FORMER COMPANY: FORMER CONFORMED NAME: LING ALTEC ELECTRONICS INC DATE OF NAME CHANGE: 19660907 10-Q 1 THE LTV CORPORATION 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended March 31, 1997 Commission File No. 1-4368 THE LTV CORPORATION (Exact name of registrant as specified in its charter) Delaware 75-1070950 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 200 Public Square 44114-2308 Cleveland, Ohio (Zip Code) Registrant's telephone number, including area code: (216)622-5000 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. 104,523,992 shares of common stock (as of April 21, 1997) 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS THE LTV CORPORATION CONSOLIDATED STATEMENT OF INCOME (in millions, except per share data) (Unaudited)
Three Months Ended March 31, ------------------------ 1997 1996 ----------- --------- SALES $ 1,071.9 $ 993.1 Costs and expenses: Cost of products sold 931.2 879.7 Depreciation and amortization 67.6 67.1 Selling, general and administrative 37.1 34.1 Net interest and other income (8.7) (9.0) --------- ------- Total 1,027.2 971.9 --------- ------- INCOME BEFORE INCOME TAXES 44.7 21.2 Income tax provision: Taxes payable 1.8 0.4 Taxes not payable in cash 16.1 7.5 --------- ------- Total 17.9 7.9 --------- ------- NET INCOME $ 26.8 $ 13.3 ========= ======= EARNINGS PER SHARE Primary $ 0.25 $ 0.12 Fully diluted $ 0.25 $ 0.12 CASH DIVIDENDS PER COMMON SHARE $ 0.03 $ --
- -------------- See notes to consolidated financial statements. I-1 3
THE LTV CORPORATION CONSOLIDATED BALANCE SHEET (in millions, except per share data) March 31, December 31, 1997 1996 -------- ---------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 172.1 $ 107.4 Marketable securities 480.9 566.4 -------- -------- Total cash and marketable securities 653.0 673.8 Receivables, less allowance for doubtful accounts 427.3 400.3 Inventories: Products 593.0 570.6 Materials, purchased parts and supplies 194.7 231.7 -------- -------- Total inventories 787.7 802.3 Prepaid expenses, deposits and other 18.0 11.9 -------- -------- Total current assets 1,886.0 1,888.3 -------- -------- INVESTMENTS IN AFFILIATES 263.6 256.3 OTHER NONCURRENT ASSETS 146.7 149.1 PROPERTY, PLANT AND EQUIPMENT 3,924.9 3,871.3 Allowance for depreciation (816.8) (754.5) -------- -------- Total property, plant and equipment 3,108.1 3,116.8 -------- -------- $5,404.4 $5,410.5 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 301.7 $ 351.1 Accrued employee compensation and benefits 375.8 372.9 Other accrued liabilities 184.4 175.0 -------- -------- Total current liabilities 861.9 899.0 -------- -------- NONCURRENT LIABILITIES Long-term debt 153.7 152.6 Postemployment health care and other insurance benefits 1,596.3 1,596.0 Pension benefits 650.5 647.9 Other 403.9 404.3 -------- -------- Total noncurrent liabilities 2,804.4 2,800.8 -------- -------- SHAREHOLDERS' EQUITY Convertible preferred stock (stated value $50.0) 0.5 0.5 Common stock (par value $0.50 per share) 52.8 52.8 Additional paid-in capital 1,037.3 1,021.1 Retained earnings 669.8 646.7 Treasury stock (828,781 shares at cost) (10.4) -- Minimum pension liability adjustment and other (11.9) (10.4) -------- -------- Total shareholders' equity 1,738.1 1,710.7 -------- -------- $5,404.4 $5,410.5 ======== ========
- --------------- See notes to consolidated financial statements. I-2 4 THE LTV CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (in millions) (Unaudited)
Three Months Ended March 31, ------------------- 1997 1996 --------- -------- OPERATING ACTIVITIES Net income $ 26.8 $ 13.3 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 67.6 67.1 Income tax provision not payable in cash 16.1 7.5 Defined benefit pension expense 11.0 18.2 Postemployment benefit payments less (more) than related expense 0.3 (0.3) Changes in assets, liabilities and other (60.5) 31.2 -------- -------- Net cash provided by operating activities 61.3 137.0 -------- -------- INVESTING ACTIVITIES Capital expenditures (58.9) (43.2) Investment in steel-related businesses (10.5) (43.6) Net sales (purchases) of marketable securities 85.5 (71.8) Proceeds from dispositions of discontinued operations, businesses and properties 0.3 5.9 Other 1.8 (3.5) -------- -------- Net cash provided by (used in) investing activities 18.2 (156.2) -------- -------- FINANCING ACTIVITIES Pension funding to restored plans (0.5) (43.2) Preferred dividends paid (0.6) (0.6) Common dividends paid (3.2) -- Purchase of treasury shares (10.4) -- Other (0.1) -- -------- -------- Net cash used in financing activities (14.8) (43.8) -------- -------- Net increase (decrease) in cash and cash equivalents 64.7 (63.0) Cash and cash equivalents at beginning of period 107.4 265.9 -------- -------- Cash and cash equivalents at end of period $ 172.1 $ 202.9 ======== ======== Supplemental cash flow information is presented as follows: Interest payments $ 0.6 $ 2.8 Income tax payments 1.2 0.3 Capitalized interest 3.9 1.8 Purchases of marketable securities 748.8 1,557.6 Sales and maturities of marketable securities 836.6 1,489.4
- ------------- See notes to consolidated financial statements. I-3 5 THE LTV CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 1997 NOTE (1) - The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments that are, in the opinion of management, necessary for a fair presentation have been made and are of a recurring nature unless otherwise disclosed herein. Certain prior period amounts have been reclassified to conform with the current period presentation. The results of operations for the interim periods are not necessarily indicative of results of operations for a full year. For further information, refer to the consolidated financial statements and the notes thereto for the year ended December 31, 1996 included in the LTV Annual Report to Shareholders incorporated by reference into the 1996 Annual Report on Form 10-K filed with the Securities and Exchange Commission. NOTE (2) - The Company's income tax provision was $17.9 million in the first three months of 1997 compared with $7.9 million in 1996. Included in the 1997 and 1996 first three months' income tax provisions are federal and state income tax expense amounts of $16.1 million and $7.5 million, respectively, which do not result in cash payments and were reported as increases to the additional paid-in capital account of shareholders' equity. The Company's tax rate for the first quarter of 1997 is higher than the prior year primarily due to higher federal and state cash taxes. NOTE (3) - In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings per Share," which requires changes to the method currently used to compute earnings per share. The impact of Statement No. 128 on the calculation of primary and fully diluted earnings per share is not expected to be material. I-4 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS - COMPARISON OF FIRST QUARTER 1997 AND 1996 Sales - ----- Sales of $1.072 billion in the first quarter of 1997 increased by $79 million (8%) from the first quarter of 1996. First quarter 1997 steel shipments of 2.1 million tons increased by 85,000 tons (4%) from the first quarter of 1996. The overall sales increase in the first quarter of 1997 also included higher average selling prices of 4%. Nonsteel sales in the first quarter of 1997 of $28.1 million were $2 million higher than the first quarter of 1996. Production and Costs - -------------------- Raw steel production of 2.2 million tons in the first quarter of 1997 increased by 33,000 tons compared with the first quarter of 1996. The average operating rate (of AISI defined capacity) at the Company's steelmaking facilities during the first quarter of 1997 was 108% compared with 105% in 1996. Cost of products sold as a percentage of sales decreased to 87% in the first quarter of 1997 from 89% in the first quarter of 1996, primarily due to the higher average selling prices in the 1997 period, partially offset by increased ore production costs and higher steel production costs. The higher steel production costs were principally due to labor, and outside processing and warehousing. Income Taxes - ------------ For information regarding income taxes, see Note (2) to the consolidated financial statements. LIQUIDITY AND CAPITAL RESOURCES The Company's sources of liquidity include cash and cash equivalents, marketable securities, cash from operations, amounts available under credit facilities and other external sources of funds. Management believes that these sources are sufficient to fund the current requirements of working capital, capital expenditures, investments in joint ventures, pensions and postemployment health care. During the first three months of 1997, cash provided by operating activities amounted to $61.3 million. In the first three months of 1997, total cash and cash equivalents increased by $64.7 million, primarily due to the net sales of marketable securities of $85.5 million. Major uses of cash during the first three months of 1997 included capital expenditures of $58.9 million, I-5 7 investments in steel-related businesses of $10.5 million, and $10.4 million for the repurchase of Company stock. Since December 31, 1996, total cash, cash equivalents and marketable securities have decreased by $20.8 million to $653.0 million at March 31, 1997. The Company's receivables credit facility permits borrowings of up to $320 million for working capital requirements and general corporate purposes, $100 million of which may be used to issue letters of credit. At March 31, 1997, $307.2 million was permitted to be borrowed; however, no borrowings were outstanding and letters of credit outstanding amounted to $23.3 million under this facility. The Company also has a separate letter of credit facility that provides for the issuance of up to $150 million in letters of credit. At March 31, 1997, letters of credit totaling $75.6 million were outstanding under this facility. The Company's long-term debt and credit facilities' agreements contain various covenants that require the Company to maintain certain financial ratios and amounts. These agreements, as well as the Company's agreement with the Pension Benefit Guaranty Corporation (the "PBGC Agreement"), place certain restrictions on payments of dividends, share repurchases, capital expenditures, investments in subsidiaries and borrowings. Under the terms of the most restrictive debt covenant, approximately $165.7 million of retained earnings are available for common stock dividend payments at March 31, 1997. Substantially all of the Company's receivables and inventories are pledged as collateral under these debt agreements. The Company does not believe that the restrictions contained in these financial and operating covenants will cause significant limitations on its financial flexibility. LTV competes directly with domestic and foreign integrated flat rolled carbon steel producers and minimills, and indirectly with producers of plastics, aluminum and other materials such as ceramics and wood, which sometimes can be substituted for flat rolled carbon steel in manufacturing and construction. Certain companies have announced plans or begun construction of additional minimills to produce flat rolled products. Minimills are relatively efficient, low-cost producers that generally produce steel from scrap in electric furnaces, have lower employment and environmental costs, and generally target regional markets. Thin slab casting technologies have allowed some minimills to enter certain flat rolled markets that have traditionally been supplied by integrated producers. The primary factors that affect competition include price, quality, delivery and customer service. LTV targets quality-critical, value-added applications and believes it is able to differentiate some of its products from those of competitors on the basis of product quality, on-time delivery performance, and product and technical support to customers. LTV will continue to require substantial funds in future years to maintain and improve its steel operations in order to compete with steel substitutes, minimills and other fully integrated steelmakers. Capital expenditures for the full year are estimated to total approximately $320 million. In the first quarter of 1997, the Company invested $10.0 million in Cliffs and Associates, Ltd, a joint venture to produce direct reduced iron (DRI) briquettes in the Republic of Trinidad and Tobago. I-6 8 ENVIRONMENTAL LIABILITIES AND RELATED COSTS LTV is subject to changing and increasingly stringent environmental laws and regulations concerning air emissions, water discharges and waste disposal, as well as remediation activities that involve the clean-up of environmental media such as soils and groundwater ("remediation liabilities"). As a consequence, the Company has incurred, and will continue to incur, substantial capital expenditures and operating and maintenance expenses in order to comply with such requirements. Additionally, if any of the Company's facilities are unable to meet required environmental standards or laws, those operations could be temporarily or permanently closed. The Company spent $2.7 million during the first three months of 1997 for environmental clean-up and related matters at operating and idled facilities, and at March 31, 1997, has a recorded liability of $82.3 million for known and identifiable environmental and related matters. As the Company becomes aware of additional matters or obtains more information, it may be required to record additional liabilities for environmental remediation. The Company also spent $6.8 million in the first three months of 1997 for environmental compliance-related capital expenditures and expects it will be required to spend an average of approximately $35 million annually in capital expenditures during the next five years to meet environmental standards. OUTLOOK Through the end of the first quarter of 1997, the Company has continued to experience a high demand for its products and a strong rate of incoming orders, although this may not continue in the future due to rising import levels and a strengthening dollar. These factors, along with industry capacity additions, could negatively affect future market prices for the Company's products. This report includes forward-looking statements. Our use of the words "outlook," "believes," "estimate," "expect" and similar words are intended to identify these statements as forward looking. These statements represent our current judgment on what the future holds. While we believe them to be reasonable, a number of important factors could cause actual results to differ materially from those projected. These factors include relatively small changes in market price or market demand; changes in raw material costs; increased operating costs; loss of business from major customers, especially for high value-added product; unanticipated expenses; substantial changes in financial markets; labor unrest; unfair foreign competition; major equipment failure; or unanticipated results in pending legal proceedings. In this regard, we also direct your attention to factors discussed above in the Management's Discussion and Analysis. I-7 9 PART II ITEM 1. LEGAL PROCEEDINGS. EPA - Pittsburgh Coke Battery. LTV Steel Company, Inc. ("LTV Steel") received a Notice of Violation ("NOV") issued by the U.S. EPA alleging "continuous and substantial exceedances" of certain emission standards at LTV Steel's Pittsburgh coke battery during the period May 1 through December 31, 1996. LTV Steel is subject to a maximum penalty of $25,000 per day for each violation. Thomson Litigation. The time for petitioning for a rehearing of the decision of the U.S. Court of Appeals for the Second Circuit, which affirmed the decisions of the lower federal courts in the "Thomson Litigation" referred to in Item 3 of LTV's Report on 10-K for the year ended December 31, 1996, has expired. LTV and Thomson have had discussions regarding the appropriate method of calculation of interest on the judgment in LTV's favor. However, the time period in which Thomson could petition for a writ of certiori to the U.S. Supreme Court does not expire until June 23, 1997. ITEM 5. OTHER INFORMATION BY-LAW AMENDMENTS: ADVANCE STOCKHOLDER NOTICE REQUIREMENTS AND OTHER PROVISIONS In 1996, LTV adopted amendments to its By-Laws intended to promote the efficient functioning of its annual meetings. The amendments confirm LTV's right to determine the time, place and conduct of stockholder meetings, require advance notice by mail or delivery to LTV of stockholder proposals or director nominations for annual meetings and require persons wishing to conduct a solicitation of written consents of stockholders or to call a special meeting of stockholders to apply to the Board of Directors to set a record date for the consent solicitation or to determine whether the requisite number of stockholders desire to call a special meeting. Under the amended By-Laws, stockholders must provide LTV with at least 60 days, but no more than 90 days, notice prior to the announced Tentative Meeting Date of (i) business the stockholder is proposing for consideration at that meeting and (ii) persons the stockholder intends to nominate for election as directors at that meeting. REQUIRED APPROVAL FOR CERTAIN PURCHASES OF COMMON STOCK AND SERIES A WARRANTS For the purpose of preserving LTV's ability to utilize certain favorable tax attributes, Article Ninth of LTV's Restated Certificate of Incorporation prohibits, with certain limited exceptions, any unapproved acquisition of Common Stock or Series A Warrants that would cause the ownership interest percentage of the acquirer or any other person to increase to 4.5% or above. A person's ownership interest percentage for purposes of Article Ninth is determined by reference to specified federal income tax principles, including attribution of shares from certain related parties, deemed exercise of rights to acquire stock (such as the Company's Series A Warrants) and aggregation of shares purchased by persons acting in concert. PURCHASES OF COMMON STOCK OR SERIES A WARRANTS II-1 10 FROM ANY PERSON OTHER THAN THE COMPANY ARE SUBJECT TO THE LIMITATIONS IMPOSED BY ARTICLE NINTH, AND ANY UNAPPROVED PURCHASE IN EXCESS OF THE AMOUNTS PERMITTED BY ARTICLE NINTH WILL BE VOID AB INITIO. A PROSPECTIVE PURCHASER OF COMMON STOCK OR SERIES A WARRANTS WHO BELIEVES THAT IT MAY BE SUBJECT TO THE LIMITATIONS IMPOSED BY ARTICLE NINTH SHOULD CONSULT WITH THEIR ADVISORS OR LTV IN ADVANCE OF ACQUIRING SUCH SECURITIES TO DETERMINE IF ADVANCE APPROVAL MUST BE OBTAINED FROM LTV'S BOARD OF DIRECTORS. LTV's Board of Directors was required by Article Ninth of LTV's Restated Certificate of Incorporation to consider during 1996 whether to waive the transfer restrictions in Article Ninth with respect to all future transfers of securities. At its October 1996 meeting, the Board of Directors, after considering all relevant factors, determined not to waive Article Ninth at this time. II-2 11 ITEM 6. EXHIBITS AND REPORTS ON 8-K (a) Exhibits Certain of the exhibits to this Report are hereby incorporated by reference, as specified below, to other documents filed with the Commission by LTV. Exhibit designations below correspond to the numbers assigned to exhibit classifications in Regulation S-K. (2)-(1) - The LTV Second Modified Joint Plan of Reorganization (incorporated herein by reference to Exhibit (28)(a)-(3) to LTV's Annual Report on Form 10-K for the Fiscal Year ended December 31, 1992, filed with the Commission (File No. 1-4368) on March 31, 1993) (2)-(2) - Confirmation Order of the United States Bankruptcy Court for the Southern District of New York entered on May 27, 1993, confirming the LTV Second Modified Joint Plan of Reorganization (which includes, as Exhibit C to the Confirmation Order, amendments to the LTV Second Modified Joint Plan of Reorganization) (incorporated herein by reference to Exhibit 2(2) to LTV's Current Report on Form 8-K, filed with the Commission (File No. 1-4368) on June 7, 1993) (3)-(1) - Restated Certificate of Incorporation of LTV dated June 28, 1993 (incorporated herein by reference to Exhibit 3.1 to LTV's Registration Statement on Form S-1 [Registration No. 33-50217]) (3)-(2) - Certificate of Designations for Series B Preferred Stock (incorporated herein by reference to Exhibit 4 to SMI America, Inc.'s 13D Filing) (3)-(3) - Amendments to LTV's By-Laws adopted on October 25, 1996 (incorporated herein by reference to Exhibit (3)-(1) to LTV's Report on Form 10-Q for the quarter ended September 30, 1996) (10)-(1) - LTV Executive Benefit Plan as amended and restated effective January 1, 1985 (incorporated herein by reference to Exhibit (10)(c)-(2) to LTV's Report on Form 10-K for the year ended December 31, 1985) (10)-(2) - Amendment to LTV Executive Benefit Plan adopted November 20, 1987 (incorporated herein by reference to Exhibit (10)(c)-(3) to LTV's Report on Form 10-K for the year ended December 31, 1987) (10)-(3) - LTV Excess Benefit Plan dated as of January 1, 1985 (incorporated herein by reference to Exhibit (10)(c)-(5) to LTV's Report on Form 10-K for the year ended December 31, 1984) II-3 12 (10)-(4) - Settlement Agreement dated as of June 28, 1993 between LTV, the PBGC, the Initial LTV Group (as defined in the Settlement Agreement) and LTV, as Administrator of the Restored Plans (incorporated herein by reference to Exhibit 10.10 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(5) - Assignment, Pledge and Security Agreement dated as of June 28, 1993 between LTV Steel Company, Inc. and the PBGC (incorporated herein by reference to Exhibit 10.11 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(6) - Securities Purchase Agreement dated as of May 26, 1993 by and among LTV, LTV Steel Company, Inc. and SMI America, Inc. (incorporated herein by reference to Exhibit 2 to SMI America, Inc.'s 13D Filing) (10)-(7) - Common Stock Registration Rights Agreement dated as of June 28, 1993 by and between LTV and SMI America, Inc. (incorporated herein by reference to Exhibit 5 to SMI America, Inc.'s 13D Filing) (10)-(8) - Consultation and Management Participation Agreement dated as of June 28, 1993 between LTV and Sumitomo Metal Industries, Ltd. (incorporated herein by reference to Exhibit 6 to SMI America, Inc.'s 13D Filing) (10)-(9) - L-S Exchange Right and Security Agreement dated as of June 28, 1993 by and among LTV/EGL Holding Company, Sumikin EGL Corp., LTV, SMI America Inc., and Sumitomo Metal USA Corporation (incorporated herein by reference to Exhibit 7 to SMI America, Inc.'s 13D Filing) (10)-(10) - Letter of Credit Agreement dated as of October 12, 1994 among LTV Steel Company, Inc., Continental Emsco Company, LTV Steel Mining Company, LTV Steel Tubular Products Company, LTV, various financial institutions and BT Commercial Corporation (incorporated herein by reference to Exhibit (10)-(12) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(11) - Subsidiary Guaranty dated as of October 12, 1994 by Georgia Tubing Corporation, Youngstown Erie Corporation, Erie B Corporation and Erie I Corporation for the benefit of BT Commercial Corporation as agent (incorporated herein by reference to Exhibit (10)-(13) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) II-4 13 (10)-(12) - Collateral Account Agreement dated as of October 12, 1994 among LTV Steel Company, Inc., Continental Emsco Company, LTV Steel Mining Company, LTV Steel Tubular Products, LTV and BT Commercial Corporation as collateral agent (incorporated herein by reference to Exhibit (10)-(14) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(13) - Inventory Security Agreement dated as of June 28, 1993 and amended and restated as of October 12, 1994 among LTV, LTV Steel Company, Inc., LTV Steel Mining Company, Continental Emsco Company, LTV Steel Tubular Products Company and BT Commercial Corporation as agent (incorporated herein by reference to Exhibit (10)-(15) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(14) - Inventory Intercreditor Agreement dated as of June 28, 1993 and amended and restated as of October 12, 1994 among BT Commercial Corporation as agent for the Lenders and SMI America, lnc. as agent for the Noteholders (incorporated herein by reference to Exhibit (10)-(16) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(15) - Intercreditor Collateral Account Agreement dated as of October 12, 1994 by and among LTV Steel Company, Inc., LTV and BT Commercial Corporation (incorporated herein by reference to Exhibit (10)-(17) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(16) - Pledge Agreement dated as of October 12, 1994 between LTV, LTV Steel Company, Inc., Continental Emsco Company, LTV Steel Tubular Products Company, Georgia Tubing Corporation and BT Commercial Corporation (incorporated herein by reference to Exhibit (10)-(18) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(17) - Amended and Restated Subordination Agreement dated as of June 28, 1993 and amended and restated as of October 12, 1994 among the PBGC, BT Commercial Corporation and Chemical Bank (incorporated herein by reference to Exhibit (10)-(19) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(18) - Amendments Nos. 1 and 2 to the Securities Purchase Agreement dated as of May 26, 1993 among LTV, LTV Steel Company, Inc. and SMI America, Inc. (incorporated herein by reference to Exhibit (10)-(20) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) II-5 14 (10)-(19) - Amendments Nos. 1 through 4 to the Settlement Agreement dated as of June 28, 1993 by and among the PBGC, LTV, the Initial LTV Group (as defined in the Settlement Agreement) and LTV, as Administrator of the Restored Plans (incorporated herein by reference to Exhibit (10)-(21) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(20) - Revolving Credit Agreement dated as of October 12, 1994 among LTV Sales Finance Company, the financial institutions parties thereto as banks, the issuing banks, the facility agent and collateral agent (incorporated herein by reference to Exhibit (10)-(22) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(21) - Receivables Purchase and Sale Agreement dated as of October 12, 1994 among LTV, LTV Steel Company, Inc., Continental Emsco Company, LTV Steel Tubular Products Company, Georgia Tubing Corporation and LTV Sales Finance Company (incorporated herein by reference to Exhibit (10)-(23) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(22) - Accession Agreement dated as of October 12, 1994 among LTV Sales Finance Company, the financial institutions listed on the signature pages thereof, the issuing bank named thereon, and Bankers Trust Company as facility agent and collateral agent (incorporated herein by reference to Exhibit (10)-(24) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(23) - Trust Termination Acknowledgment and Agreement, dated October 12, 1994, between LTV Sales Finance Company and Wilmington Trust Company (incorporated herein by reference to Exhibit (10)-(25) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(24) - Assignment and Transfer Agreement, dated as of October 12, 1994, by and between LTV Master Receivables Trust and LTV Sales Finance Company (incorporated herein by reference to Exhibit (10)- (26) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(25) - Collateral Trust Agreement dated as of May 25, 1993 among LTV, LTV Steel Company, Inc., United Steelworkers of America and Bank One Ohio Trust Company, NA, as Collateral Trustee (incorporated herein by reference to Exhibit 10.33 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) II-6 15 (10)-(26) - Open-2nd Mortgage, Security Agreement and Fixture Filing dated as of June 28, 1993 by LTV Steel Company, Inc. to Bank One Ohio Trust Company, N.A. (incorporated herein by reference to Exhibit 10.34 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(27) - License Agreement dated as of June 28, 1993 between LTV Steel Company, Inc. and Bank One Ohio Trust Company, N.A. (incorporated herein by reference to Exhibit 10.35 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(28) - Warrant Agreement dated as of June 28, 1993 between LTV and Society National Bank, as Warrant Agent (incorporated herein by reference to Exhibit 10.37 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(29) - Settlement Agreement and Stipulated Order on behalf of the United States of America on behalf of the United States Environmental Protection Agency approved by the United States Bankruptcy Court Southern District of New York (the "Court") on April 15, 1993 and supplemented by Exhibit 10.38 below (incorporated herein by reference to Exhibit 10.38 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(30) - Second Settlement Agreement and Stipulated Order supplementing 10.36 above and approved by the Court on May 19, 1993 (incorporated by reference to Exhibit 10.39 to LTV's Registration Statement on Form S-1 [Registration No. 33-50217]) (10)-(31) - Settlement Agreement and Stipulated Order on behalf of the State of Minnesota approved by the Court on May 19, 1993 (incorporated herein by reference to Exhibit 10.39 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(32) - Settlement Agreement and Stipulated Order on behalf of the State of Indiana on behalf of the Indiana Department of Environmental Management approved by the Court on May 24, 1993 (incorporated herein by reference to Exhibit 10.40 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(33) - Settlement Agreement and Stipulated Order on behalf of the State of New York and approved by the Court on May 24, 1993 (incorporated herein by reference to Exhibit 10.42 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(34) - Settlement Agreement and Stipulated Order on behalf of the State of Connecticut and approved by the Court on May 19, 1993 (incorporated herein by reference to Exhibit 10.43 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) 11-7 16 (10)-(35) - Settlement Agreement and Stipulated Order on behalf of the Commonwealth of Pennsylvania and approved by the Court on May 24, 1993 (incorporated herein by reference to Exhibit 10.44 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(36) - Settlement Agreement and Stipulated Order on behalf of the State of Ohio on behalf of the Ohio Environmental Protection Agency and approved by the Court on May 24, 1993 (incorporated herein by reference to Exhibit 10.45 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(37) - Settlement Agreement and Stipulated Order on behalf of the State of Georgia and approved by the Court on May 24, 1993 (incorporated herein by reference to Exhibit 10.46 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(38) - Closing Agreement Between LTV, its subsidiaries and the Commissioner of Internal Revenue as filed with the United States Bankruptcy Court for the Southern District of New York on May 14, 1993 (incorporated herein by reference to Exhibit 10.47 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993) (10)-(39) - The LTV Corporation Non-Employee Directors Stock Option Plan adopted on October 22, 1993 (incorporated herein by reference to Exhibit 10.49 to Amendment No. 2 to LTV's Registration Statement on Form S-1 [Registration No. 33-50217]) (10)-(40) - Amendment to LTV Executive Benefit Plan adopted October 22, 1993 (incorporated herein by reference to Exhibit 10.50 to Amendment No. 2 to LTV's Registration Statement on Form S-1 [Registration No. 33-50217]) (10)-(41) - LTV Executive Benefit Trust Agreement approved on October 22, 1993 (incorporated herein by reference to Exhibit 10.51 to Amendment No. 2 to LTV's Registration Statement on Form S-1 [Registration No. 33-50217]) (10)-(42) - The LTV Corporation Supplemental Management Retirement Plan adopted on October 22, 1993 (incorporated herein by reference to Exhibit 10.52 to Amendment No. 2 to LTV's Registration Statement on Form S-1 [Registration No. 33-50217]) (10)-(43) - The LTV Corporation Supplemental Management Retirement Trust Agreement approved on October 22, 1993 (incorporated herein by reference to Exhibit 10.53 to Amendment No. 2 to LTV's Registration Statement on Form S-1 [Registration No. 33-50217]) II-8 17 (10)-(44) - The LTV Corporation Management Incentive Program as amended on January 28, 1994 (incorporated by reference to Exhibit (10)-(53) to LTV's Report on Form 10-K for the year ended December 31, 1993) (10)-(45) - Amendment to The LTV Corporation Supplemental Management Retirement Plan adopted on January 28, 1994 (incorporated by reference to Exhibit (10)-(54) to LTV's Report on Form 10-K for the year ended December 31, 1993) (10)-(46) - Amendment to LTV Executive Benefit Plan adopted October 28, 1994 (incorporated herein by reference to Exhibit (10)-(48) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(47) - Amendment to The LTV Corporation Management Incentive Program adopted October 28, 1994 (incorporated herein by reference to Exhibit (10)-(49) to LTV's Report on Form 10-Q for the quarter ended September 30, 1994) (10)-(48) - Amendment to The LTV Corporation Supplemental Management Retirement Plan adopted on October 28, 1994 (incorporated herein by reference to Exhibit (10)-(51) to LTV's Report on Form 1O-Q for the quarter ended September 30, 1994) (10)-(49) - Amendment No. 5 to the Settlement Agreement dated as of June 28, 1993 by and among the PBGC, LTV, the Initial LTV Group and LTV, as Administrator of the Restored Plans (incorporated herein by reference to Exhibit (10)-(55) to LTV's Report on Form 10-K for the year ended December 31, 1994) (10)-(50) - The Hourly Employee Stock Payment Alternative Plan (incorporated herein by reference to Exhibit 4.3 to LTV's Registration Statement on Form S-8 [Registration No. 33-56861]) (10)-(51) - Amendments Nos. 1 through 4 to the Letter of Credit Agreement dated as of October 12, 1994 among LTV Steel Company, Inc., Continental Emsco Company, LTV Steel Mining Company, LTV Steel Tubular Products Company, LTV, various financial institutions and BT Commercial Corporation (incorporated herein by reference to Exhibit (10)-(56) to LTV's Report on Form 10-Q for the quarter ended September 30, 1995) (10)-(52) - Amendment No. 1 to the Receivables Purchase and Sale Agreement dated as of October 12, 1994 among LTV, LTV Steel Company, Inc., Continental Emsco Company, LTV Steel Tubular Products Company, Georgia Tubing Corporation and LTV Sales Finance Company (incorporated herein by reference to Exhibit (10)-(57) to LTV's Report on Form 10-Q for the quarter ended September 30, 1995) II-9 18 (10)-(53) - Amendments Nos. 6 and 7 to the Settlement Agreement dated as of June 28, 1993 by and among the PBGC, LTV, the Initial LTV Group (as defined in the Settlement Agreement) and LTV, as Administrator of the Restored Plans (incorporated herein by reference to Exhibit (10)-(58) to LTV's Report on Form 10-Q for the quarter ended September 30, 1995) (10)-(54) - Amendment No. 8 to the Settlement Agreement dated as of June 28, 1993 by and among the PBGC, LTV, the Initial LTV Group (as defined in the Settlement Agreement) and LTV as Administrator of the Restated Plans (incorporated herein by reference to Exhibit (10)-(59) to LTV's Report on Form 10-K for the year ended December 31, 1995) (10)-(55) - Amendment No. 5 dated as of November 15, 1995 to the Letter of Credit Agreement dated as of October 12, 1994 among LTV, LTV Steel Company, Inc., Continental Emsco Company, LTV Steel Mining Company, LTV Steel Tubular Products Company, various financial institutions and BT Commercial Corporation (incorporated herein by reference to Exhibit (10)-(60) to LTV's Report on Form 10-Q for the quarter ended March 31, 1996) (10)-(56) - Amendment No. 6 dated as of February 14, 1996 to the Letter of Credit Agreement dated as of October 12, 1994 among LTV, LTV Steel Company, Inc., Continental Emsco Company, LTV Steel Mining Company, LTV Steel Tubular Products Company, various financial institutions and BT Commercial Corporation (incorporated herein by reference to Exhibit (10)-(61) to LTV's Report on Form 10-Q for the quarter ended March 31, 1996) (10)-(57) - Amendment No. 7 dated as of June 30, 1996 to the Letter of Credit Agreement dated as of October 12, 1994 among LTV, LTV Steel Company, Inc., Continental Emsco Company, LTV Steel Mining Company, LTV Steel Tubular Products Company, various financial institutions and BT Commercial Corporation (incorporated herein by reference to Exhibit (10)-(61) to LTV's Report on Form 10-Q for the quarter ended June 30, 1996) (10)-(58) - The LTV Corporation Amended and Restated Non-Employee Directors' Equity Compensation Plan adopted on November 22, 1996 (incorporated herein by reference to Exhibit (10)-(58) to LTV's Report on Form 10-K for the year ended December 31, 1996) (10)-(59) - The LTV Corporation Amended and Restated Non-Employee Directors' Deferred Compensation Plan adopted on November 22, 1996 (incorporated herein by reference to Exhibit (10)-(59) to LTV's Report on Form 10-K for the year ended December 31, 1996) 11-10 19 (10)-(60) - The LTV Corporation Amended and Restated Executive Deferred Compensation Plan adopted on October 25, 1996 (incorporated herein by reference to Exhibit (10)-(60) to LTV's Report on Form 10-K for the year ended December 31, 1996) (10)-(61) - Amendment No. 9 to the Settlement Agreement dated as of June 28, 1993 by and among the PBGC, LTV, the Initial LTV Group (as defined in the Settlement Agreement) and LTV as Administrator of the Restated Plans (incorporated herein by reference to Exhibit (10)-(61) to LTV's Report on Form 10-K for the year ended December 31, 1996) (10)-(62) - Amendment No. 10 to the Settlement Agreement dated as of June 28, 1993 by and among the PBGC, LTV, the Initial LTV Group (as defined in the Settlement Agreement) and LTV as Administrator of the Restated Plans (filed herewith) (11) - Statement re Computation of Per Share Earnings (filed herewith) (27) - Financial Data Schedule (filed herewith) (b) Reports on Form 8-K No report on Form 8-K was filed by the registrant for the relevant period. II-11 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/ Arthur W. Huge ------------------------ Arthur W. Huge Senior Vice President Chief Financial Officer (Principal Financial and Accounting Officer) Date: April 24, 1997 -------------------- II-12 EX-10.62 2 EXHIBIT 10(62) 1 TENTH AMENDMENT TO PBGC-LTV SETTLEMENT AGREEMENT This Tenth Amendment to the PBGC-LTV Settlement Agreement (this "AMENDMENT") is made as of February 25, 1997, by and among (1) Pension Benefit Guaranty Corporation ("PBGC") and (2) The LTV Corporation, a corporation organized under the laws of Delaware (in such capacity, "LTV"), and each other member of the LTV Controlled Group (as defined in the Settlement Agreement). Capitalized terms used without definition herein shall have the same meanings as set forth in the Settlement Agreement. RECITALS WHEREAS, on June 28, 1993, the PBGC, LTV, each other member of the Initial LTV Group, and the Administrator entered into the Settlement Agreement (the "SETTLEMENT AGREEMENT"); WHEREAS, LTV has requested certain amendments to the Settlement Agreement and the PBGC is amenable thereto; and WHEREAS, the Settlement Agreement authorizes the amendment of that Agreement pursuant to an agreement entered into by the PBGC and LTV evidenced by written instrument signed by their authorized representatives. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. AMENDMENT TO DEFINITION OF "LIEN" --------------------------------- The definition of "Lien" in Section 1.1 (gg) is hereby amended by inserting, immediately after the word "asset" in clause (a) thereof, the parenthetical phrase "(other than a lease which is not a Capital Lease)." 2 SECTION 2. AMENDMENT TO ARTICLE VIII ------------------------- Section 8.1 (a) is hereby amended by deleting the word "and" before clause (v) and the period after clause (v) and inserting the following clause immediately following clause (v) thereof: "; and (vi) this Section 8.1(a) shall not apply to the sale or lease of assets forming a part of a sale and leaseback transaction otherwise permitted by this Agreement." SECTION 3. AMENDMENTS TO SECTION 12.3 -------------------------- (i) The proviso in Section 12.3(b) is hereby amended to read in its entirety as follows: "provided, that this provision shall not prohibit the sale and leaseback of property (i) under circumstances where a direct Lien on such property could have been created without violating the provisions of Section 12.3(a) or (ii) acquired by any member of The LTV Group on or prior to June 28, 1993, provided that the aggregate amount of the liability (determined as hereinafter provided) outstanding at any time under all such leases of property acquired on or prior to June 28, 1993 shall not exceed $10,000,000, it being understood that such liability shall be determined as if the lease portion of each such sale and leaseback was accounted for as a Capital Lease." (ii) Clause (iv)(b) of the definition of "Permitted Indebtedness" in Section 12.3(c) is hereby amended by changing the phrase "$50 million" to "$150 million." SECTION 4. EFFECTIVENESS AND MISCELLANEOUS PROVISIONS ------------------------------------------ A. EFFECTIVENESS. This Amendment shall become effective as of February 25, 1997 (THE "TENTH AMENDMENT EFFECTIVE DATE") when it, or a counterpart thereof, is executed by a duly authorized officer of each of the PBGC and LTV. B. REFERENCE TO AND EFFECT ON THE SETTLEMENT AGREEMENT. (i) On and after the Tenth Amendment Effective Date, each reference in the Settlement Agreement to "this Agreement," "hereunder," "hereof" "herein" or words of like import referring to the Settlement Agreement shall mean and be a reference to the Settlement Agreement as amended by this Amendment. 2 3 (ii) Except as specifically amended by this Amendment, the Settlement Agreement shall remain in full force and effect. C. APPLICABLE LAW. This Amendment shall be interpreted in accordance with and governed by the law of the State of New York, except to the extent preempted by federal law. D. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties to this Amendment have caused this Amendment to be duly executed and delivered by their respective duly authorized officers or representatives as of the day and year first written above. PENSION BENEFIT GUARANTY CORPORATION By: Inelegible ------------------------------------ Title:Deputy Executive Director and Chief Negotiator --------------------------------- Date: 2/28/97 ---------------------------------- THE LTV CORPORATION, on behalf of itself and the other members of the LTV Controlled Group By: Inelegible ------------------------------------ Title: Senior VP & CFO --------------------------------- Date: 2/24/97 ---------------------------------- 3 EX-11 3 EXHIBIT 11 1 Page 1 of 2 Exhibit (11) THE LTV CORPORATION Calculation of Primary Earnings Per Share (EPS) (Dollar amounts in millions except for EPS) (Share data in thousands)
Three Months Ended March 31, -------------------------------------------------------------------- 1997 1996 ------------------------------- ------------------------------- Shares Amount EPS Shares Amount EPS --------- --------- --------- --------- --------- -------- Net income $ 26.8 $ 13.3 Preferred stock dividend requirements (0.6) (0.6) --------- --------- 26.2 12.7 Share base: Average common stock outstanding 105,028 105,360 Common Stock equivalent shares resulting from outstanding Series A Warrants, Stock Options and Restricted Stock 102 55 Common Stock issuable upon conversion of Series B Preferred Stock 2,926 0.6 (A) -------- --------- ------- --------- 108,056 $ 26.8 105,415 $ 12.7 ======== ========= ======= ========= PRIMARY EARNINGS PER SHARE $ 0.25 $ 0.12 ========= ========
(A) Addition of these shares would result in antidilution. 2 Page 2 of 2 Exhibit (11) THE LTV CORPORATION Calculation of Fully Diluted Earnings Per Share (EPS) (Dollar amounts in millions except for EPS) (Share data in thousands)
Three Months Ended March 31, --------------------------------------------------------------------- 1997 1996 ------------------------------- ------------------------------- Shares Amount EPS Shares Amount EPS --------- --------- -------- --------- --------- --------- Net income $ 26.8 $ 13.3 Preferred stock dividend requirements (0.6) (0.6) --------- -------- 26.2 12.7 Share base: Average common stock outstanding 105,028 105,360 Common Stock equivalent shares resulting from outstanding Series A Warrants, Stock Options and Restricted Stock 108 58 Common Stock issuable upon conversion of Series B Preferred Stock 2,926 0.6 (A) Common Stock issuable upon conversion of Senior Secured Convertible Notes (A) (A) --------- --------- --------- --------- 108,062 $ 26.8 105,418 $ 12.7 ========= ========= ========= ========= FULLY DILUTED EARNINGS PER SHARE $ 0.25 $ 0.12 ======== =========
(A) Addition of these shares would result in antidilution. EX-27 4 EXHIBIT 27
5 1,000,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 172 481 445 18 788 1,886 3,925 817 5,404 862 154 53 0 1 1,684 5,404 1,072 1,072 931 1,036 (9) 0 0 45 18 27 0 0 0 27 0.25 0.25
-----END PRIVACY-ENHANCED MESSAGE-----