ITEM 1. BUSINESS.
INTRODUCTION
The LTV Corporation ("LTV") was organized as a Delaware corporation in November 1958 as a successor to a California corporation organized in 1953. LTV's principal office is located at 200 Public Square, Cleveland, Ohio 44114-2308 and its telephone number is (216) 622-5000. LTV is engaged in the steel industry through its subsidiaries, LTV Steel Company, Inc. ("LTV Steel") and LTV Steel Tubular Products Company. LTV and its subsidiaries are collectively referred to herein as "LTV" or the "Company" unless the context otherwise requires.
LTV is a fully integrated steel producer that manufactures coated sheet and cold rolled and hot rolled sheet and strip, as well as tubular and tin mill products. Based on 1996 shipments (as compiled by LTV based primarily on publicly filed data), LTV believes it is the third largest domestic integrated steel producer, the second largest producer of flat rolled steel and a leading supplier of quality-critical, flat rolled steel to the transportation, appliance and electrical equipment industries in the United States. LTV operates two integrated steel mills (Cleveland Works and Indiana Harbor Works) and various finishing and processing facilities, as well as tubular and tin mill operations. The Company's energy products group (Continental Emsco Company and Continental Emsco Company Limited) was sold in August 1995 and is treated herein as a discontinued operation for all periods presented.
Coated sheet and cold rolled and hot rolled sheet and strip are used to make products such as automobile bodies, appliances and other consumer durable goods, farm equipment, industrial machinery, office equipment, machine parts and tubular products. Tin mill products are used by the container industry in the manufacture of cans and closures. Tubular products are used primarily in the electrical, automotive, construction and oil and gas industries.
SIGNIFICANT DEVELOPMENTS
Trico Steel Company, L.L.C. ("Trico Steel"), a joint venture involving international partners, is nearing completion of the construction phase of its new mini-mill in Decatur, Alabama. The mini-mill, which is expected to commence start-up operations later in the first quarter of 1997 and become fully operational in 1998, is owned 50% by a subsidiary of LTV and 25% each by subsidiaries of Sumitomo Metal Industries, Ltd. ("Sumitomo") and British Steel plc ("British Steel"). When fully operational, the mini-mill will have an estimated annual capacity of 2.2 million tons. Trico Steel's high quality steel products will compete in the hot rolled product and a portion of the cold rolled product segments of the southeastern region of the United States.
In May 1996, LTV Steel entered into an international joint venture agreement with Cleveland-Cliffs Inc and Lurgi AG ("Lurgi") to construct and operate a facility in Trinidad and Tobago to produce direct reduced iron ("DRI") briquettes (a substitute for steel scrap) for use in electric furnace steelmaking operations. The joint venture is owned 46.5% by a subsidiary of LTV with the remainder owned by subsidiaries of Cleveland-Cliffs Inc (46.5%) and Lurgi (7%). The project, which will use the new Circored(R) process, will have an estimated annual capacity of 500,000 metric tons and is expected to cost an aggregate $150 million. Site preparation work began in late 1996 and production is scheduled to begin in the second half of 1998. The facility will be operated by a subsidiary of Cleveland-Cliffs Inc.
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FORWARD LOOKING STATEMENTS
Item 1. Business, Item 2.
ITEM 2. PROPERTIES.
CORPORATE HEADQUARTERS
In December 1996, LTV moved its corporate headquarters to a new location in Cleveland, Ohio and currently occupies 238,000 square feet under a new lease expiring in 2011. The lease provides LTV three consecutive five-year renewal options to extend the lease term through 2026.
STEEL PRODUCING FACILITIES
The Company has two integrated steel mills, Cleveland Works and Indiana Harbor Works, and various finishing, galvanizing and processing facilities as well as stand alone tin mill and tubular operations. During the last five years, the Company has spent approximately $1.3 billion to modernize and upgrade these core facilities.
The Cleveland Works at Cleveland, Ohio produces a variety of flat rolled products. Major facilities include blast furnaces, basic oxygen furnaces, two continuous slab casters, vacuum degassing and ladle metallurgy systems, hot strip mills, cold reducing mills, a continuous annealing line, sheet finishing facilities and an electroplate line.
The Indiana Harbor Works at East Chicago, Indiana produces a variety of flat rolled products. Major facilities include blast furnaces, basic oxygen furnaces, a continuous slab caster, vacuum degassing and ladle reheating systems, a hot strip mill, a cold reducing mill, sheet finishing facilities, hot-dipped galvanizing lines and a tin mill.
LTV also operates a tin mill in Aliquippa, Pennsylvania. The Company's two tin mills (which includes one at Indiana Harbor Works as described above) have a combined operating capacity aggregating 840,000 tons and operated at a combined rate of 99% of capacity during 1996.
LTV also operates finishing operations in Hennepin, Illinois. The Hennepin facilities, which receive semi-finished products from the steel producing facilities, include a cold reducing mill, a sheet finishing mill and a hot-dipped galvanizing line. LTV also operates coke batteries in Chicago, Illinois, Pittsburgh, Pennsylvania and Warren, Ohio.
Tubular products facilities in Ferndale, Michigan; Cleveland, Youngstown and Elyria, Ohio; Counce, Tennessee; and Cedar Springs, Georgia manufacture electric weld pipe and welded tubing (pressure tubing, mechanical tubing, cold drawn tubing and electrical metallic conduit).
Railroads
LTV owns all of the capital stock of the following six terminal switching railroad companies: Aliquippa and Southern Railroad Company, serving the Aliquippa tin mill; The Cuyahoga Valley Railway Company and The River Terminal Railway Company, serving the Cleveland Works; The Mahoning Valley Railway Company, serving the Youngstown electric weld pipe mill; The Monongahela Connecting Railroad Company, serving the Pittsburgh coke plant; and the Chicago Short Line Railway Company, serving the Indiana Harbor Works. All are common carriers subject to regulation by the Interstate Commerce Commission and are used primarily by LTV.
Suitability
LTV's steel-related facilities are well maintained, considered adequate for their intended purposes and being utilized for their intended purposes.
USWA Collateral Arrangement
LTV has agreed with the USWA to grant liens on property with an appraised value of $500 million to secure payment of (i) certain retiree health benefits to salaried and hourly employees and retirees and (ii) certain employer contributions under a defined contribution plan for hourly employees (collectively, the "Secured Obligations"). The maximum amount recoverable to pay the Secured Obligations upon foreclosure of the collateral is $250 million. Pursuant to such agreement, LTV has granted liens on certain plant, property and equipment at its Cleveland Works and a royalty free license or sublicense with respect to intellectual properties used in connection with the manufacture of products at such facilities.
RAW MATERIALS
Iron Ore
LTV owns interests in two iron ore mining operations. LTV's share of production at these mines during 1996 was sufficient to meet 100% of its iron ore requirements. LTV's share of reserves at these mines is sufficient to meet its anticipated iron ore requirements in the near term.
LTV estimates that as of January 1, 1997, the total of its proven crude ore reserves and of its proportionate share of such reserves of the companies in which it has an ownership interest was such that, when mined and beneficiated, there could be produced for use by LTV approximately 466,000,000 gross tons (a gross ton is equivalent to 2,240 pounds) of merchantable ore averaging approximately 64% iron content. These ore reserves at the end of 1996, and 1996 activity, were as follows:
Ore reserves are expected to be exhausted prior to the expiration dates of the various leases associated with LTV's mining properties. LTV is committed to pay its share of the annual cost of the Empire Iron Mining operations either through cash advances or purchases of ore at market prices.
During 1996, the average blast furnace charge consisted of approximately 90% pellets and 10% sinter. During 1996, 92.3% of LTV's pellet and sinter requirements came from affiliated sources.
Metallurgical Coal and Coke
Metallurgical coal is used to make coke which is used in blast furnaces to make iron in the raw steelmaking process. All LTV's metallurgical coal requirements are purchased from unaffiliated third parties under a number of short and intermediate term contracts.
LTV produced 78% of its coke requirements during 1996 and expects to produce 84% of its anticipated requirements for 1997 at its owned coke batteries located at Warren, Ohio; Chicago, Illinois; and Pittsburgh, Pennsylvania. The operational life of these batteries could be adversely affected by increasingly stringent environmental regulations or their inability to continue to meet existing environmental standards. See Item 3.
ITEM 3. LEGAL PROCEEDINGS.
In addition to matters specifically discussed below, LTV is involved in various legal proceedings occurring in the normal course of its business. LTV cannot predict with certainty the outcome of any legal proceedings to which it is subject. However, in the opinion of LTV's management, adequate provision has been made for losses for which management can make a reasonable estimate of the range of possible outcomes that are likely to result from these actions. To the extent that such reserves prove to be inadequate, LTV would incur a charge to earnings, which could have a material adverse effect on LTV's results of operations for the applicable period. The outcome of these proceedings, however, is not currently expected to have a material adverse effect on the financial position of LTV.
Trade Cases
For information concerning trade cases covering flat rolled steel products and other steel products, see "Business-Trade Cases."
Environmental Proceedings
Legal and administrative actions have been taken or are being threatened against LTV and its subsidiaries, as discussed below, by the EPA and the States of Indiana and Illinois or their state and local environmental agencies for alleged violations of various federal, state and local environmental laws and regulations. The Company has accrued for losses and costs associated with these actions that are likely to occur and estimable or otherwise provided for studies which will permit estimation upon completion of the study.
EPA - Chicago Coke Battery. LTV Steel and the United States, represented by the U.S. Department of Justice and U.S. EPA, have reached a tentative settlement agreement for alleged violations of air quality standards at the Chicago Coke Battery for the years 1993 through 1995. The settlement agreement, which has been filed with the U.S. District Court for the Northern District of Illinois for approval, provides for the assessment of a civil penalty of $1.6 million. LTV Steel is to receive a credit of $350,000 against that civil penalty in exchange for carrying out a supplemental environment project directed to controlling pushing emissions.
EPA - Cleveland Works. In February 1997, LTV Steel received a Notice of Violation ("NOV") issued by the U.S. EPA alleging violations of certain air emission standards at three of its blast furnaces, the precipitator stacks at a basic oxygen furnace shop and a boiler located at LTV Steel's Cleveland Works. The NOV alleges numerous violations over various periods of time extending in some cases as far back as 1992. LTV Steel is subject to a maximum statutory penalty of $27,500 per day for each violation.
State of Indiana. In April 1995, LTV Steel received a NOV issued by the Indiana Department of Environmental Management ("IDEM") which alleges that releases of contaminants onto and beneath the ground have occurred at the Indiana Harbor Works in violation of applicable environmental regulations. IDEM is seeking to have the Company undertake a comprehensive remediation program to clean up the alleged on-ground and below-ground contamination at the facility. The NOV is broad-based and, depending upon the nature of the remediation program that might be imposed upon the subsidiary and IDEM's authority to require a comprehensive clean-up, the cost of such work could be substantial.
IDEM has also issued NOVs to LTV Steel relating to BOF precipitator stack fugitive emissions from the BOF roof monitors at the Indiana Harbor Works. LTV Steel is subject to a maximum statutory penalty of $25,000 per day for each violation.
In November 1996, IDEM and the U.S. Department of Interior informed the Company and 15 other companies of their intent to perform a National Resource Damage Assessment of the Grand Calumet River System. Each of the 16 entities was asked to contribute an unspecified amount of funding for the study. The government has not provided any cost estimate or schedule for implementation of the study. The Company is unable to predict what, if any, action might be recommended or required as a result of this study or what the potential cost to the Company of such action might be.
State of Illinois. After notifying the Illinois EPA ("IEPA") of hazardous wastes discovered at an area of the ore yard at LTV Steel's Chicago plant, LTV submitted to IEPA a remedial plan for clean-up. The cost of the plan, now being reviewed by IEPA, is expected to be immaterial.
Joint Plan
Remaining Proceedings Relating to Status of Claims. Aetna Casualty and Surety Company ("Aetna") filed 10 appeals to the U.S. District Court for the Southern District of New York ("District Court") from various orders of the U.S. Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"), including the order confirming the Joint Plan. In some of these appeals, Aetna sought priority for certain of its claims that were classified as general unsecured claims under the Joint Plan, and, if Aetna had prevailed on these appeals, Aetna would have sought cash payments for various claims that (i) were disallowed by the Bankruptcy Court or (ii) have received distributions of non-cash consideration (including stock, warrants and contingent value rights) in accordance with the Joint Plan. In January 1995, the District Court affirmed the Bankruptcy Court's decision denying administrative or
excise tax priority to Aetna's claims based upon certain bonds totaling approximately $38 million of its aggregate $45 million of claims. Aetna appealed such decision to the U.S. Court of Appeals for the Second Circuit, which affirmed the District Court decision in July 1996. The time during which Aetna could have sought a further review of the decision by the U.S. Supreme Court has expired. Three matters on appeal are still pending. The U.S. Court of Appeals for the Second Circuit reversed in September 1996 the prior decisions of two lower courts and held that Aetna had a right to recover from LTV in the Chapter 11 proceedings amounts that Aetna had paid out for black lung benefits pursuant to a surety bond. A motion for rehearing on this issue before the Second Circuit was denied in February 1997. This claim for recovery is estimated to aggregate approximately $3 million. The U.S. District Court reversed an order and remanded to Bankruptcy Court to determine the discount rate to use to determine the amount of Aetna's claims after discounting to the Bankruptcy Filing Date. Unless reversed on appeal, Aetna will have to return to LTV the difference in the amount Aetna has received in distribution on its general unsecured claims and the discounted amount, which may be approximately $4 million. In addition to what it has already received, if Aetna were ultimately to prevail in all of the remaining matters still on appeal, Aetna would seek payments, in addition to what it has already received, of approximately $8 million.
Aerospace-Related Litigation
Thomson Litigation. In August 1992, the Company filed suit against Thomson CSF, S.A. ("Thomson"), in the Bankruptcy Court alleging that Thomson breached its promise to pay the Company $20 million in the event that Thomson was unable to purchase the missiles division from the Company by July 31, 1992 for reasons relating directly or indirectly to Thomson's failure to obtain certain U.S. government authorizations to purchase and operate such division. Thomson denied the allegations and countersued for damages of not less than $250 million plus costs, expenses and attorneys fees, alleging that the Company breached the contract of sale for the missiles division by failing to use "reasonable efforts" to assist Thomson in obtaining the necessary government approvals. Thomson also claimed the Company breached express and implied warranties under the purchase agreement by failing to disclose accurate information regarding certain security requirements for missiles division contracts and thereby fraudulently induced Thomson to enter into such agreement. The counterclaims also sought an order declaring that Thomson was not obligated to pay the Company the $20 million reverse break-up fee. In June 1993, the Bankruptcy Court granted the Company's motion for summary judgment as to Thomson's claims of breach of express and implied warranties and fraud. In September 1995, the Bankruptcy Court ruled following a trial that Thomson had breached its promise to pay the Company $20 million as a result of Thomson's inability to complete the purchase of the Company's missiles division by July 31, 1992 and that the Company had not breached the contract with Thomson by failing to use "reasonable efforts" to assist Thomson in obtaining the necessary government approvals. Thomson appealed the rulings to the U.S. District Court for the Southern District of New York and provided security for the monetary judgment, including allowed interest (estimated to aggregate approximately $8 million as of year-end 1996), pending a final resolution of the litigation. In July 1996, the District Court affirmed the ruling of the Bankruptcy Court, and this ruling was appealed further by Thomson to the U.S. Court of Appeals for the Second Circuit. In connection with the Joint Plan, the Company has provided a guarantee to contribute to an aerospace creditor trust up to $10 million following a final judgment in this lawsuit. The Company proposes to use the proceeds from this lawsuit to satisfy this obligation. In the event the proceeds from this litigation are less than $10 million, the Company will be required to make a payment to the trust in the amount necessary to make up any difference. The aerospace creditors trust is also entitled to half of all allowed interest on any judgment against Thomson in favor of the Company.
Patent Litigation
In July 1991, Inland Steel Company ("Inland") filed an action against LTV Steel and another domestic steel producer in the U.S. District Court for the Northern District of Illinois, Eastern Division,
alleging defendants infringed two of Inland's steel-related patents. Inland seeks monetary damages of up to approximately $600 million and an injunction against future infringement. LTV Steel in its answer and counterclaim alleges the patents are invalid and not infringed and seeks a declaratory judgment to such effect. In May 1993, at a jury trial, LTV Steel was found to have infringed the patents. The District Court proceeding on the validity of the patents has been stayed informally pending the conclusion of proceedings in the U.S. Patent Office described below, and the decision on infringement is not appealable until the validity issue is tried. In July 1993, the U.S. Patent Office rejected the claims of the two Inland patents upon a reexamination at the request of LTV Steel and another domestic steel producer, in essence concluding that the patents should not have been granted and are invalid. Inland filed a response which sought to have the U.S. Patent Office reverse its decision; however, in July 1994, the U.S. Patent Office affirmed its decision. Inland is entitled to a hearing before the Patent Office Board of Appeals, and any decision by the Board of Appeals would be subject to a federal judicial appeal.
Kawasaki Litigation
In March 1996, Kawasaki Steel Corporation ("Kawasaki") filed an action in the U.S. District Court for the Northern District of Ohio, Eastern Division, alleging that the continuous annealing line at the Cleveland Works of LTV Steel infringes five patents owned by Kawasaki. The action (currently in the discovery phase) seeks to enjoin LTV Steel from future infringement of the patents and unspecified damages (which Kawasaki alleges are substantial in amount), interest and costs for the alleged prior infringement of the patents.
Asbestos-Related Litigation
During 1994, individuals filed 54 separate asbestos-related lawsuits in the U.S. District Court for the Northern District of Ohio against a past affiliate of LTV and approximately 100 other companies. Each plaintiff claims to have suffered bodily harm as a result of exposure to asbestos fibers while sailing on ships owned by such affiliate of LTV and alleges unspecified damages in excess of $50,000. In November 1994, the Company commenced a proceeding in the Bankruptcy Court seeking, among other things, a judgment declaring all such claims to be permanently barred as a result of the Company's bankruptcy proceedings which were concluded in June 1993.
Also, in February 1997, a purported class action was filed in the Court of Common Pleas, Cuyahoga County, Ohio by four individual representatives against LTV Steel and more than fifty other companies on behalf of a large class of individuals who allegedly were exposed to asbestos since 1950. LTV Steel's liability, if any, allegedly arises as an owner of property where exposure to asbestos occurred. Plaintiffs seek unspecified monetary damages and a fund to pay for the costs of medical monitoring of class members. A hearing on certification of the suit as a class action is scheduled for July 1997.
Other
Also in 1996, LTV Steel filed an action in the U.S. Court of Federal Claims seeking recovery of approximately $25 million in Federal Insurance Contribution Act ("FICA") and Federal Unemployment Tax Act ("FUTA") taxes which were paid by LTV Steel to the U.S. government during the period 1987 through 1993 in connection with certain pension make-up payments made to certain hourly and salaried retirees. The Company's position is that these pension payments are not subject to FICA and FUTA taxes.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
"Shareholders' Information" on the inside back cover, "Five Year Financial Summary" on page 56, "Quarterly Financial Information" on page 57 and "Liquidity and Financial Resources" on page 33 of the 1996 Annual Report to Shareholders are incorporated herein by reference.
STOCK REPURCHASE PLAN
In January 1997, the Board of Directors authorized a stock repurchase plan, whereunder the Company would purchase from time to time in the open market up to $75 million of the outstanding shares of Common Stock of the Company.
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.
In December 1996, LTV's Board of Directors selected April 22, 1997 as the Tentative Meeting Date for the next annual meeting of stockholders. The Company has now finalized the date of the meeting as April 24, 1997. The change does not, however, change the previously announced time periods for notice of stockholder proposals or director nominations. Stockholders who intend to propose business for consideration or to nominate persons for election as directors at the 1997 annual meeting must provide notice and the required information to LTV no earlier than January 22, 1997 and no later than February 21, 1997.
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 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 such time.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
"Five Year Financial Summary" on page 56 of the 1996 Annual Report to Shareholders is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
"Management's Discussion and Analysis" on pages 30 through 37 of the 1996 Annual Report to Shareholders is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The listing on page lists all financial statements which are filed as a part of this Report and which are incorporated herein by reference.
"Quarterly Financial Information" on page 57 of the 1996 Annual Report to Shareholders is incorporated herein by reference.
ITEM 9.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information relating to the directors of LTV to be included in LTV's Annual Proxy Statement for the 1997 Annual Meeting of Stockholders, which LTV plans to file with the Commission in final form in early 1997, is incorporated herein by reference. Information relating to the executive officers of LTV is included in "Item 1. Business-Executive Officers of the Registrant."
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Information relating to management remuneration and transactions included in LTV's Annual Proxy Statement for the 1997 Annual Meeting of Stockholders, which LTV plans to file with the Commission in final form in early 1997, is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information relating to ownership of LTV stock by the directors and officers of LTV and owners of more than 5% of any class of LTV stock to be included in LTV's Annual Proxy Statement for the 1997 Annual Meeting of Stockholders, which LTV plans to file with the Commission in final form in early 1997, is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information relating to certain relationships and related transactions to be included in LTV's Annual Proxy Statement for the 1997 Annual Meeting of Stockholders, which LTV plans to file with the Commission in final form in early 1997, is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) and (2) List of Consolidated Financial Statements and Financial Statement Schedules.
Reference is made to the listing preceding the financial statements and financial statement schedules attached hereto on page for a list of all financial statements and financial statement schedules filed as exhibits and part of this Report.
(a)(3) List of Exhibits.
Reference is made to the listing in (c) below for a list of all other exhibits filed as part of this Report.
(b) Reports on Form 8-K.
None to report.
(c) 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.
(d) Financial Statement Schedules.
The response to this portion of Item 14 is submitted as a separate section of this Report on page.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Palm Beach, Florida, as of the 28th day of February 1997.
THE LTV CORPORATION
By /s/ Glenn J. Moran ------------------------------ (Glenn J. Moran)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
THE LTV CORPORATION
FORM 10-K - ITEM 14 (a)(1) and (2) LIST OF CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following is a listing of the consolidated financial statements which are incorporated herein by reference. The consolidated financial statements of LTV and subsidiaries and Ernst & Young LLP's report thereon, included in the 1996 Annual Report to Shareholders, are incorporated herein by reference in Item 8. With the exception of the pages listed in this index and the pages listed in Items 5, 6, 7 and 8, the 1996 Annual Report to Shareholders is not deemed to be filed as part of this Form 10-K.
Reference Page -------------- 1996 Annual Report to Shareholders Incorporated by Reference ------------
Report of Ernst & Young LLP, independent auditors................ 55 At December 31, 1996 and 1995: Consolidated balance sheet.................................. 40 For the years ended December 31, 1996, 1995 and 1994: Consolidated statement of income............................ 38 Consolidated statement of cash flows........................ 39 For the years ended December 31, 1996, 1995 and 1994: Consolidated statement of shareholders' equity.............. 42 Notes to consolidated financial statements....................... 43
All schedules for which provision is made in the applicable regulation of the Securities and Exchange Commission have been omitted as the schedules are not required under the related instructions, are inapplicable, or the information required thereby is set forth in the financial statements or the notes thereto.