<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997        Commission File Number 1-4368
                              
                                ----------------

                               THE LTV CORPORATION
             (Exact name of registrant as specified in its charter)

                Delaware                                     75-1070950
(State or other jurisdiction of incorporation)            (I.R.S. Employer 
            200 Public Square                          Identification Number)
            Cleveland, Ohio                                  44114-2308
(Address of principal executive office)                      (Zip Code)

        Registrant's telephone number, including area code (216) 622-5000

                           ---------------------------

           Securities registered pursuant to Section 12(b) of the Act:

                                                        NAME OF EACH EXCHANGE
   TITLE OF EACH CLASS                                   ON WHICH REGISTERED
   -------------------                                  ---------------------

Common Stock, par value $0.50                          New York Stock Exchange
Series A Warrants                                      New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

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 period 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 by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
                                                       Yes x   No 
                                                          ---     ---
                   

State the aggregate market value of the voting stock held by non-affiliates of
the registrant.
                                                    Approximately $ 1.15 Billion
                                                       (As of February 11, 1998)

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
                                               99,814,787 shares of Common Stock
                                                       (As of February 11, 1998)

Documents Incorporated by Reference: Annual Report to Shareholders for fiscal
year 1997 (Part II); Annual Proxy Statement for 1998 Annual Meeting (Part III)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

<PAGE>   2


                                     PART I

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 and its subsidiaries
are collectively referred to herein as "LTV" or the "Company" unless the context
otherwise requires.

         LTV is a leading integrated steel producer that manufactures and sells
coated sheet and cold rolled and hot rolled sheet and strip, as well as tubular
and tin mill products and, beginning in July 1997, metal building systems. LTV
is engaged in the steel industry principally through its subsidiary, LTV Steel
Company, Inc. ("LTV Steel"). Based on 1997 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 domestic
transportation, appliance and electrical equipment industries in the United
States. LTV operates two domestic integrated steel mills (Cleveland Works and
Indiana Harbor Works) and various finishing, galvanizing and processing
facilities, as well as tubular, tin mill and metal buildings operations.

         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

Acquisition of Metal Buildings Business

         On July 2, 1997, a wholly-owned subsidiary of the Company, acquired the
Varco-Pruden metal buildings division ("VP Buildings") of United Dominion
Industries, Inc. for approximately $188 million. VP Buildings, the second
largest domestic participant in the growing metal buildings industry, engineers
and manufactures non-residential, low-rise steel building systems for
manufacturing, warehousing, school and commercial applications. In 1997, VP
Buildings had revenues of $321 million ($177 million under LTV ownership). 

New Tubular Facility

         In August 1997, the Company announced its intention to build a new
tubing manufacturing facility in Marion, Ohio at an initial project cost of
approximately $66 million. The facility will manufacture high-quality tubing for
the automotive mechanical tubing market, including for the manufacture of
hydroformed parts. The automotive mechanical tubing market is expected to grow
as automobile manufacturers increase their use of tubular products in order to
reduce the weight of vehicles and the cost of vehicle construction. The
facility, which is scheduled to begin operations in late 1998, is expected to
have a processing capacity of 146,000 tons of steel annually.


                                      -1-
<PAGE>   3

Shutdown of Pittsburgh Coke Plant

         In July 1997, the Company announced its intention to close permanently
its Pittsburgh coke and by-product plant. The Company's plan regarding closure
of the plant resulted in a special charge recorded against income in the third
quarter of 1997 of $150 million.

         In August 1997, the United Steelworkers of America ("USWA") filed a
grievance that resulted in binding arbitration under its labor agreement with
the Company, alleging that the Company's actions relating to the Pittsburgh
coke plant violated a local agreement. The arbitrator's decision on January 12,
1998 upheld the Company's positions in the arbitration proceedings that it is
not required to spend "major construction or rehabilitation" funds to keep the
plant operating and that the Company has in the past properly maintained the
plant to the extent required by the local agreement. The Company continues to
believe that only a complete $400 to $500 million pad-up rebuild would restore
the plant's operational capabilities, and the arbitrator has clearly ruled that
such action is not required under the labor agreement. The arbitrator did find,
however, that the local agreement required the Company to submit an
environmental remediation proposal to the United States Environmental
Protection Agency ("EPA") proposing maintenance type actions which would at
least attempt to address a Notice of Violation ("NOV") issued by the EPA in
March 1997, and which, if accepted by the EPA, would allow the continued
operation of the plant. In requiring the Company to make such a proposal to the
EPA, the arbitrator conceded that, "Such a proposal would not be a 'compliance
plan' in the formal sense because it cannot reasonably be projected that such
maintenance actions can lead to full compliance." 

         The Company submitted a proposal to the EPA based on the arbitrator's
decision in January. The submission was later amended in February pursuant to a
subsequent decision by the arbitrator. On February 13, 1998 the EPA stated that
the operating and maintenance proposal submitted by the Company "would not
result in sustainable compliance with Allegheny County State Implementation
Plan at the facility and, therefore, is inadequate." The  Company announced on
February 13, 1998 that it will curtail production and  begin the plant closure
process.

         Also, in January 1998, LTV Steel received a notice that the Group
Against Smog and Pollution intends to commence a civil action against LTV Steel
alleging various past and on-going violations of applicable air emission
standards in connection with the operation of the Pittsburgh coke and by-product
plant.

FORWARD LOOKING STATEMENTS

         Item 1. Business, Item 2. Properties and Item 3. Legal Proceedings of
this report include forward-looking statements. The use of the words "outlook,"
"anticipates," "believes," "estimate," 


                                      -2-
<PAGE>   4

"expect" and similar words are intended to identify these statements as forward
looking. These statements represent the Company's current judgment on what the
future holds. While the Company believes them to be reasonable, a number of
important factors could cause actual results to differ materially from those
projected. These factors include relatively small changes in market price or
market demand; changes in domestic capacity; changes in raw material costs;
increased operating costs; loss of business from major customers, especially for
high value-added product; unanticipated expenses; substantial changes in
financial markets; labor unrest; unfair foreign competition; major equipment
failure; unanticipated results in pending legal proceedings or difficulties in
implementing information technology, including Year 2000 compliant systems.

INDUSTRY SEGMENTS

         In 1997, the Company operated in a single industry segment--steel.
Financial Accounting Standard's Board Statement No. 131, which becomes effective
for year-end 1998, revises the requirements for segment reporting. LTV is
currently evaluating the effect of this pronouncement on its financial statement
disclosure.

                                STEEL OPERATIONS

STEEL MILL PRODUCTS

         During the years 1997, 1996 and 1995, LTV's operations accounted for
7.8%, 8.0% and 8.2%, respectively, of total domestic industry shipments of steel
mill products, based on American Iron and Steel Institute ("AISI") reports. The
net tons of steel mill products shipped by LTV's steel operations during these
periods were: 1997-8,173,000; 1996-8,080,000 and 1995-7,961,000.

         LTV's steel mill product mix is reflected in the following table which
shows the revenue dollars for the periods indicated:

<TABLE>
<CAPTION>

                                                  YEAR ENDED DECEMBER 31,
                                                  -----------------------
                                                   (DOLLARS IN MILLIONS)

                                                1997      1996      1995
                                              REVENUE    REVENUE   REVENUE
                                              -------    -------   -------    
<S>                                            <C>       <C>       <C>   
          Hot and cold flat rolled products    $2,036    $2,017    $2,146
          Galvanized products                   1,230     1,203     1,221
          Tin mill products                       502       453       449
          Tubular products                        360       319       314
          VP Buildings and all other              318       143       153
                                               ------    ------    ------
                   Total                       $4,446    $4,135    $4,283
</TABLE>

         Hot and cold rolled and galvanized product are used in the manufacture
of 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.

         Demand for hot and cold flat rolled products and galvanized products
was strong during the three years shown due to strength in the U.S. economy. LTV
realized increases in steel prices in 1994 through the first half of 1995.
During the second half of 1995, however, flat rolled steel prices declined,


                                      -3-
<PAGE>   5

recovering only partially during the latter half of 1996 and in 1997. Shipments
of electrical conduit tubular product continued strong during the three years
due to strength in the construction market. Shipments of tubular and tin mill
products increased in 1997 over the 1996 period due to continued strength in
tubular and tin mill markets and a tin mill product outage at a competitor.
Shipments of electric weld pipe products recovered in 1996 from the depressed
levels in prior years and such recovery continued in 1997.

STEEL PRODUCTION

         The following table sets forth raw steel production and estimated
capability information for both LTV and the domestic steel industry during the
periods indicated:

<TABLE>
<CAPTION>

                                                               YEAR ENDED DECEMBER 31,
                                                               -----------------------
                                                          1997         1996           1995
                                                          ----         ----           ----

<S>                                                     <C>           <C>           <C>    
          Capability (net tons in thousands)
                   LTV                                    8,400         8,400         8,300
                   Industry(b)                          121,400       116,100       112,500
                   Percent of industry                      6.9%          7.2%          7.4%
          Production (net tons in thousands)
                   LTV                                    8,900         8,780         8,460
                   Industry(b)                          107,500       104,400       104,900
                   Percent of industry                      8.3%          8.4%          8.1%
          Production as a percentage of capability
                   LTV(a)                                 106.0%        105.0%        102.0%
                   Industry(b)                             88.5%         89.9%         93.3%
</TABLE>

(a)      The Company follows industry standards in calculating its maximum
         operating rate which is based on 95% of blast furnace capacity, which
         recognizes the average effect of blast furnace relines.

(b)      The information relating to the domestic steel industry is as reported
         by or is derived from data reported by the AISI and is preliminary for
         1997. A net ton is 2,000 pounds.

         LTV produces its steel using the basic oxygen furnace process at its
Cleveland Works and Indiana Harbor Works. With three continuous casters, LTV
continuously casts 100% of its flat rolled steel production. LTV has
supplemented its own steel production in recent years with purchases of
semi-finished steel. In 1997, 1996 and 1995, LTV purchased approximately 322,000
tons, 168,000 tons and 279,000 tons, respectively, of semi-finished slabs from
other domestic and foreign steel producers.

         Individual facilities are operated at rates that best serve LTV's
overall need at the time and can be significantly higher or lower than LTV's
average operating rate. LTV does not believe data regarding the utilization of
individual facilities is necessarily meaningful.



                                      -4-
<PAGE>   6


CUSTOMERS

         The following table sets forth the percentage of shipments by tonnage
distributed among LTV's various markets for the periods indicated:

<TABLE>
<CAPTION>

                                                                           YEAR ENDED DECEMBER 31,
                                                                   --------------------------------------
                                                                   1997            1996              1995
                                                                   ----            ----              ----

<S>                                                                 <C>            <C>               <C> 
         Steel service centers                                       27%            32%               29%
         Transportation                                              24             22                25
         Converters and processors                                   18             16                14
         Electrical, agricultural and other machinery                10             10                 9
         Household appliances and office equipment                    6              6                 6
         Containers and packaging                                     8              7                 6
         Construction                                                 5              5                 5
         Exports                                                      2              2                 5
         All other                                                  ---            ---                 1
                                                                  -----          -----             -----
                  Total                                             100%           100%              100%
</TABLE>

         Direct sales to General Motors, the Company's largest customer,
accounted for approximately 11%, 11% and 12% of the Company's steel-related
sales in 1997, 1996 and 1995, respectively.

SALES AND MARKET DISTRIBUTION

         Approximately 60% of LTV's steel products are sold under long-term
sales arrangements, most of which are negotiated on an annual basis. Almost all
of LTV's flat rolled steel sales to its larger customers in the transportation,
appliance, electrical equipment and food and beverage can markets are made
pursuant to such sales arrangements. LTV's sales arrangements generally provide
for set prices for the products ordered during the period they are in effect. As
a result, LTV may experience a delay in realizing price changes related to its
long-term business. Much of the remainder of LTV's flat rolled product is sold
under contracts covering shorter periods at the then prevailing market prices
for such product.

         The Company's flat rolled sales organization is located at LTV's
headquarters. Employees performing commercial, marketing and customer service
functions are organized along market lines. LTV also maintains regional offices
for flat rolled sales functions. Tubular products are sold through a separate
sales organization divided into four regions and through independent sales
representatives.

         Internationally, LTV has information and technical liaison offices for
flat rolled products in Mexico City and in Tokyo. The Tokyo office assists the
flat rolled and tubular products sales groups to serve their respective Japanese
customers that have operations in the U.S. The Tokyo office has been
particularly effective in enabling LTV to become a qualified supplier to the
U.S.-based manufacturing operations of Japanese companies.

         LTV's export sales of steel product were 2.2% of total dollar steel
sales in 1997, 2.1% in 1996 and 4.2% in 1995.

COMPETITION

         LTV competes directly with domestic and foreign flat rolled carbon
steel producers and indirectly with producers of plastics, aluminum and other
materials such as ceramics and wood which 


                                      -5-
<PAGE>   7

sometimes can be substituted for flat rolled carbon steel in manufactured
products. The primary factors that have affected competition include price,
quality, delivery performance and customer service. LTV targets
quality-critical, value-added applications and believes it is able to
differentiate certain of its products from those of its competitors on the basis
of product quality, technology, modern facilities and customer product and
technical support. In order to further enhance the Company's customer service,
the Company is reengineering its business processes in an effort to shorten
customer response time and is making significant investments in new information
systems to support those reengineered business processes.

Foreign

         Domestic steel producers have faced significant competition from
foreign producers. Foreign competition is intense and has adversely affected
product prices in the United States. The intensity of foreign competition is
affected by the relative strength of foreign economies and fluctuations in the
value of the U.S. dollar against foreign currencies. Steel imports may increase
in the future due to the rise in the value of the dollar in relation to certain
foreign currencies and a weakening of certain economies in Asia and in Pacific
Rim countries. Further, many foreign steel producers are owned, controlled or
subsidized by their governments. Decisions by such foreign producers with
respect to production and sales may be influenced to a greater degree by
political and economic policy considerations than by prevailing market
conditions.

         Based on AISI reports, imports of flat rolled products increased
significantly during each of the last two years. Based on AISI reports, during
the three years 1997, 1996 and 1995, imports of steel mill products totaled
approximately 29 million (eleven months), 29 million and 24 million net tons,
respectively, or approximately 24% of total domestic steel consumption in 1997
(eleven months), approximately 23% in 1996 and 21% in 1995. Of this amount, 6
million net tons (eleven months) or 21% of the imports in 1997 compared with 8
million net tons in 1996 and 5 million tons in 1995 consisted of semi-finished
product purchased by domestic steel producers for further finishing and resale.
The market for tubular products was most affected by imports, where foreign
products accounted for 38% of the market in 1997 (eleven months), 34% in 1996
and 35% in 1995. Flat rolled imports (including tin mill products) comprised 19%
of the flat rolled market in 1997 (eleven months), 17% in 1996 and 16% in 1995.
Recent economic volatility and currency devaluations in Asia may result in
further increases in the levels of imports of steel product into the U.S. For a
description of the final dumping and subsidy decisions relating to foreign
competition issued by the International Trade Commission ("ITC"), some of which
are the subject of pending appeals, see "Trade Cases" below.

Domestic

         LTV also competes with other domestic integrated producers, some of
which have greater resources than the Company, and with mini-mills which are
relatively efficient, low-cost producers that generally produce steel from scrap
in electric furnaces, have lower employment and environmental costs and
generally target regional markets. Recently developed thin slab casting
technologies have allowed some mini-mill producers to enter certain sectors of
the flat rolled market, which have traditionally been supplied by integrated
producers, and others have announced their intention to do the same. Because of
their technology, mini-mills are currently highly dependent upon scrap and
susceptible to fluctuating scrap prices. Industry experts estimate that current
domestic raw steel production capacity will be increased by more than 5% by the
end of 2000 as new mini-mills, now under construction, engaged in start-up
operations or otherwise proposed, begin operation. See "Item 2. Properties-Joint
Ventures" for information regarding LTV's 50% participation in Trico Steel, a
new mini-mill joint venture.



                                      -6-
<PAGE>   8


TRADE CASES

United States Trade Cases

         As a result of the 1992 filing of numerous anti-dumping and
countervailing duty cases by United States steel producers, including LTV Steel,
there are orders imposing dumping and countervailing duties on imports of cold
rolled steel coils from three countries and on coated steel coils from six
countries. For the most part, these additional duties have reduced the volume of
imports of the dutiable products from these countries. The orders under which
these additional duties have been imposed will remain in effect until changed as
a result of a periodic "Administrative Review," which would consider the
appropriateness of the existing duty margin, or by an order following a "Sunset
Review." Sunset Reviews of the orders will begin in 1999. Under the Sunset
Review provisions, dumping and countervailing duties will be eliminated unless
it is determined that revocation of the order is likely to lead to a
continuation or recurrence of dumping or countervailable subsidies and a
continuation or recurrence of injury to United States steel producers. There are
no dumping or countervailing duties on imports of hot rolled steel coils or hot
rolled plate-in-coil products.

         In 1997, anti-dumping cases on imports of cut-to-length carbon steel
plate from four countries were decided in favor of the United States steel
industry. Pursuant to suspension agreements entered into as part of these
proceedings, the volumes and/or prices of imports from these four countries will
be tightly controlled. Such products comprised less than 1% of the revenues of 
the Company in 1997.

Canada and Mexico Trade Cases

         In Canada, dumping duties have been imposed on LTV Steel exports of
cold rolled steel coils and hot dipped galvanized steel coils, except for hot
dipped galvanized steel used for exterior auto bodies, that are sold to Canadian
customers. Canadian administrative reviews have established "normal values" for
the dutiable LTV Steel products exported to Canada. "Normal value" is the price
at which goods can be sold without incurring dumping penalties.

         In Mexico, dumping duties were established for LTV Steel on hot rolled
steel and plate-in-coil exports. However, the Mexican courts have found that
these dumping duties were imposed illegally. The decisions voiding the dumping
duties have been appealed by the Mexican government, and LTV Steel and other
importers of record must continue to post a bond to cover possible dumping
duties in the event these decisions are reversed by an Appellate Court.

         Because the total LTV Steel shipments of these products to Canada and
Mexico are relatively small, these duties should have an insignificant effect on
the Company's results of operations.

EMPLOYEES AND LABOR MATTERS

         As of December 31, 1997, LTV had approximately 15,500 active employees.
Approximately 11,100 active employees, primarily hourly workers, are represented
by unions. Of these employees, approximately 10,200 are represented by the
USWA.

         In June 1994, the Company and the USWA entered into a labor agreement
(the "Labor Agreement") which expires on August 1, 1999. The USWA's labor
agreements with several other domestic integrated steel producers also expire on
August 1, 1999.


                                      -7-
<PAGE>   9

         In September 1997, USWA-represented employees ratified new labor
agreements covering approximately 230 USWA-represented employees at LTV's two
electro-galvanizing joint ventures which expire on August 1, 1999.

         See "Significant Developments--Shutdown of Pittsburgh Coke Plant" for
information regarding the Company's labor dispute with the USWA concerning the
shutdown of the plant.

                              OTHER ASPECTS OF LTV

RESEARCH AND DEVELOPMENT

         LTV's research and development efforts focus on developing new
production processes to improve the quality and reduce the cost of LTV's product
lines, provide product and technical support to customers and create new steel
products.

         LTV operates a research and development facility and customer technical
center in Cleveland to develop new steel products, improve existing steel
products and develop more efficient operating procedures to meet the continually
increasing demands of the transportation, appliance, electrical equipment and
container markets. The employees of LTV's research and development facilities
include chemists, metallurgists and engineers. In addition, LTV offices in Tokyo
and Mexico City provide technical support to Company customers in those
countries and their U.S. manufacturing operations.

         LTV also has a product application office in Detroit that works closely
with customers in identifying optimum steel and manufacturing methods,
evaluating steel product performance and solving customer manufacturing
problems.

         Expenditures for research and development totaled $14 million in 1997
and $15 million in 1996 and 1995. These expenditures do not include the efforts
of sales and manufacturing employees in working to meet customer technical
demands.

ENVIRONMENTAL LIABILITIES

         LTV is subject to changing and increasingly stringent environmental
laws and regulations concerning air emissions, water discharges and waste
disposal.

         The Company spent approximately $32 million in 1997 and $27 million in
1996 for compliance-related capital expenditures and expects to spend an average
of approximately $35 million annually in capital expenditures for the next
five-year period to meet environmental standards (including requirements of the
1990 Clean Air Act Amendments). Estimates for future capital expenditures and
operating costs required for environmental compliance are difficult to
determine, however, due to numerous uncertainties, including the evolving nature
of the regulations, the possible imposition of more stringent requirements and
the availability of new technologies.

         Also, the Company spent approximately $16 million in 1997 and $18
million during 1996 for environmental clean-up and related matters at operating
and idled facilities and had a recorded liability of $154 million at December
31, 1997 (including costs related to the planned closure of the Pittsburgh coke
and by product plant) and $84 million at December 31, 1996 for known and
identifiable environmental clean-up and related matters that are probable to
occur, based on current law and existing technology. Most of these expenditures
are expected to be incurred over the next five-year period. Other requirements
for environmental matters, which could increase these costs, may arise in the
future. See 

                                      -8-
<PAGE>   10

the discussion of "Environmental Liabilities and Related Costs" included in
Management's Discussion and Analysis included in the Company's 1997 Annual
Report to Shareholders which is incorporated herein by reference.

EPA AND STATE ENVIRONMENTAL SETTLEMENT AGREEMENTS

         At the time of the Company's reorganization, the EPA, several states   
and the Company entered into settlement agreements which resolved, or provided
a mechanism for resolving, environmental claims arising from prior activities
at previously owned Company properties and superfund sites. However,
environmental claims relating to property owned by the Company on or after the
date of reorganization were not affected, and the Company is in a business that
has incurred and will continue to incur substantial expense as a result of
environmental laws and regulations. The Company does not believe, however, that
these future costs will have a material adverse effect on its financial
position, liquidity and competitive position.

YEAR 2000 ISSUES

         As is the case with most other companies using computers in their
operations, the Company is faced with the task of addressing the Year 2000
problem during the next two years. The Company is currently engaged in a
comprehensive project to upgrade its computer software in its information
technology, manufacturing and facilities systems to programs that will be Year
2000 compliant. In addition, over a two-year period, the Company currently
estimates that it will expense approximately $55 million related to Year 2000
compliant work. Approximately $8 million was expensed in 1997. LTV expects to
be Year 2000 compliant in early 1999. Failure by the Company and/or vendors
working on this project to complete the Year 2000 compliance work in a timely
manner could have a material adverse effect on the Company's operations.

                      EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth certain information with respect to the
executive officers of LTV.

<TABLE>
<CAPTION>

NAME                      AGE*      OFFICE
<S>                       <C>       <C>                                                 
David H. Hoag             58        Chairman of the Board and Chief Executive Officer
J. Peter Kelly            56        President and Chief Operating Officer
James F. Haeck            51        Senior Vice President-Commercial
Richard J. Hipple         45        Senior Vice President-Purchasing, Engineering and Strategic Planning
Arthur W. Huge            52        Senior Vice President and Chief Financial Officer
Glenn J. Moran            50        Senior Vice President, General Counsel and Secretary
Richard A. Veitch         57        Senior Vice President-Flat Rolled Operations
George T. Henning         56        Vice President and Controller
John C. Skurek            53        Vice President and Treasurer
</TABLE>

*  As of December 31, 1997.

OFFICERS

         The only employees of LTV and its subsidiaries who are also directors
of LTV are Mr. Hoag, Chairman of the Board and Chief Executive Officer of LTV
and Mr. Kelly, President and Chief Operating Officer of LTV.

                                      -9-
<PAGE>   11

         All officers, except Mr. Henning, have been employed by LTV or its
subsidiaries for more than the last five years.

         Mr. Hoag has been Chairman of the Board of LTV since June 1991 and
Chief Executive Officer of LTV since February 1991. He was also President of LTV
from February 1991 until July 1997. He has also been a director of LTV since
June 1986. He also is the Chairman of the Board and Chief Executive Officer and
a director of LTV Steel Company, Inc. He also is a director of The Lubrizol
Corporation (chemical manufacturing), Karrington Health, Inc. and The Chubb
Corporation (insurance).

         Mr. Kelly became President and Chief Operating Officer and a director
of LTV in July 1997. Prior thereto, since February 1991, he was a Group Vice
President of LTV. He has been President and a director of LTV Steel since
February 1991 and Chief Operating Officer of LTV Steel since January 1993. He
also serves as a director of National City Bank.

         Mr. Haeck was elected Senior Vice President-Commercial of LTV in
January 1996. During the last five years, Mr. Haeck has also served as Senior
Vice President-Commercial and Senior Vice President-Flat Rolled Operations at
LTV Steel, Vice President and General Manager of Cleveland Works and Vice
President and General Manager of Tubular Products at LTV Steel.

         Mr. Hipple was elected Senior Vice President-Purchasing, Engineering
and Strategic Planning of LTV in February 1997. Prior thereto, from January
1996, he served as Vice President-Purchasing, Engineering and Strategic Planning
of LTV. During the last five years, Mr. Hipple has served in a variety of
officer positions at LTV Steel with responsibilities in the purchasing,
engineering, environmental and strategic planning areas.

         Mr. Huge became Senior Vice President and Chief Financial Officer of
LTV in June 1993. Mr. Huge has also served as Vice President and Chief Financial
Officer of LTV Steel for more than the past five years.

         Mr. Moran has been Senior Vice President and General Counsel of LTV
since September 1992 and Secretary since July 1993. He has also served for the
last five years as Vice President and Group Counsel of LTV Steel.

         Mr. Veitch was elected Senior Vice President-Flat Rolled Operations of
LTV in January 1996. During the past five years, Mr. Veitch has also served as
Senior Vice President-Flat Rolled Operations at LTV Steel and Vice President and
General Manager of Indiana Harbor Works and Hennepin.

         Mr. Henning was elected Vice President and Controller of LTV in
September 1995. Prior thereto, Mr. Henning was Vice President and Chief
Financial Officer of Pioneer Companies, Inc., a manufacturer of chlorine,
caustic soda and related products.

         Mr. Skurek has been Vice President and Treasurer of LTV since February
1993. Mr. Skurek has also served as Vice President and Treasurer of LTV Steel
since September 1992.

ITEM 2.  PROPERTIES.

CORPORATE HEADQUARTERS

         LTV's corporate headquarters is in Cleveland, Ohio and occupies 238,000
square feet under a 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.


                                      -10-
<PAGE>   12

         The Cleveland Works at Cleveland, Ohio produces a variety of flat
rolled products. Major facilities include three blast furnaces, two basic oxygen
furnaces, two continuous slab casters, one vacuum degassing and two ladle
metallurgy systems, two hot strip mills, two cold reducing mills, a continuous
anneal line, three 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 two blast furnaces, a basic
oxygen furnace, two continuous slab casters, a vacuum degassing and ladle
reheating system, a hot strip mill, a cold reducing mill, two sheet finishing
facilities, two 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 113% of capacity during 1997.

         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 currently operates coke batteries in
Chicago, Illinois 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).

Electro-Galvanizing Lines

         LTV owns interests in two electro-galvanizing lines. The first,
involving a joint venture owned 60% by a subsidiary of LTV and 40% by a
subsidiary of Sumitomo, is located at LTV's Cleveland Works. The line produces
one-sided and two-sided zinc-coated flat rolled steel products and has an annual
capacity of approximately 420,000 tons of coated products. The second line,
located in Columbus, Ohio and involving a joint venture that is owned equally by
subsidiaries of LTV and Sumitomo, produces zinc, nickel/zinc and
nickel/zinc/organic coated products and has an annual capacity of approximately
360,000 tons of coated product. Substantially all of the cold rolled steel that
is coated at these facilities is produced by LTV, and LTV is responsible for all
sales and marketing of coated products processed by the joint venture. The two
electro-galvanizing lines operated at a combined rate of 84% of capacity during
1997.

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, connected to the Pittsburgh coke plant
(which is being shut down); 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
except for the Pittsburgh coke and by-product plant which is being shut down. 
See Item 1. 


                                      -11-
<PAGE>   13

Business-Significant Developments - Shutdown of Pittsburgh Coke Plant for
information regarding the Company's labor dispute with the USWA concerning its
previously announced shutdown of the plant.

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 1997 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, 1998, 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 455 million 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 1997, and 1997
activity, were as follows:

<TABLE>
<CAPTION>

                                                     PROVEN                                              1997
                                                       NET                     ANNUAL      SHARE OF   DELIVERIES
                                                   INTEREST IN    IRON          ORE          1997      TO STEEL
                                                   RESERVES(a)   CONTENT    ENTITLEMENT   PRODUCTION   PLANTS(b)
                                                   -----------   -------    -----------   ----------   ---------
                                                                        (GROSS TONS IN THOUSANDS)
<S>                                                 <C>              <C>      <C>           <C>        <C>  
Properties:
     LTV Steel Mining Company(c) ...............    413,000          64%      7,500(c)      7,709      7,231
     Empire Iron Mining Partnership(d)..........     42,250          64%      2,000         2,071      2,042
                                                    -------                 -------       -------    -------
Total Properties ...............................    455,250                   9,500         9,780      9,273

<FN>

(a)      LTV's ownership interest in reserves is stated in gross tons of
         concentrates or pellets.
(b)      "1997 Deliveries to Steel Plants" does not include the sale of ore
         products to third parties.
(c)      LTV owns 100% of LTV Steel Mining Company located in Minnesota. The
         entitlement is based on normal annual plant capacity, and the
         production level can be reduced at LTV's discretion.
(d)      LTV holds a 25% interest in Empire Iron Mining Partnership which
         operates an iron ore mine and pellet facility in Michigan. LTV can
         reduce its annual ore purchase requirements. Minimum ore purchase
         requirements in 1997 totaled 1,333,333 gross tons.
</TABLE>

         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.


                                      -12-
<PAGE>   14

         During 1997, the average blast furnace charge consisted of
approximately 89% pellets and 11% sinter. During 1997, 92.8% 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 75% of its coke requirements during 1997 and expects to
produce 38% of its anticipated requirements for 1998 at its owned coke
batteries. The operational life of LTV's batteries located at Warren, Ohio and
Chicago, Illinois could be adversely affected by increasingly stringent
environmental regulations or their inability to continue to meet existing
environmental standards. LTV currently is in the process of shutting down 
its coke plant in Pittsburgh, Pennsylvania. LTV anticipates, however, that its
internal coke supply, together with coke purchased from third parties
(approximately 65%), will meet substantially all of its near-term coke
requirements. See Item 1. Business--Significant Developments-- Shutdown of
Pittsburgh Coke Plant for information regarding the Company's labor dispute
with the USWA concerning the Company's shutdown of the plant. Also see Item 1.
Business -- Significant Developments and Item 3. Legal Proceedings for
information relating to existing and threatened environmental proceedings
involving the Company's coke batteries. 



Energy

         The Company uses substantial amounts of electricity, natural gas, fuel
oil and coal, particularly in its steelmaking operations, all of which are
purchased at competitive or prevailing market prices. Adequate sources of supply
exist for all the Company's requirements.

Other Raw Materials

         LTV has a 53.5% interest in Presque Isle Corporation which operates a
limestone quarry located in Michigan. LTV's share of Presque Isle Corporation's
proven limestone reserves was approximately 128,196,000 gross tons as of
December 31, 1997. In 1997, LTV used approximately 485,000 gross tons of
limestone from Presque Isle and other sources in its steelmaking operations. LTV
owns a burnt lime processing plant at Grand River, Ohio, which processes
limestone from Presque Isle and other sources into burnt lime. In 1997,
approximately 41% of the 333,000 net tons of high calcite burnt lime consumed by
LTV came from these sources.

         Substantially all other raw materials are purchased in the open market
from domestic and foreign sources. Most of such raw materials, including scrap,
nickel, tin, zinc and ferroalloys, are expected to continue to be in sufficient
supply, although market prices have historically been subject to wide
fluctuations.

         During the past three years, the Company has purchased a significant
amount of semi-finished slabs from other steel producers to supplement its own
production. The availability of such slabs, and the prices at which they can be
purchased, may vary, especially during periods of peak production in the steel
industry. See "Steel Production" above.



                                      -13-
<PAGE>   15
                           METAL BUILDING OPERATIONS


         On July 2, the Company acquired the Varco-Pruden metal buildings
division ("VP Buildings") of United Dominion Industries, Inc. See "Item 1
Business-Significant Developments." VP Buildings is a leading United States
manufacturer of metal building systems. It designs and manufactures metal
building systems at eight domestic locations and markets them through
approximately 1,000 builders and distributors in the United States and Canada,
and directly to large national and international accounts. VP Buildings competes
generally in the low-rise, commercial, industrial and warehouse construction
market.

         The operation has a national presence, with 1997 sales of approximately
$321 million ($177 million under LTV ownership), representing approximately 13%
of total domestic sales by members of the Metal Building Manufacturers
Association ("MBMA"). LTV believes, based on MBMA data, that VP Buildings has
the second largest market share in the domestic industry. VP Buildings also has
metal building systems production joint ventures or licensing arrangements in
China, Brazil, Argentina, South Korea, Japan, Spain and Egypt.

         Metal buildings are typically custom designed or pre-engineered, one to
two story metal buildings for commercial, community, industrial and agricultural
uses, such as office buildings, aircraft hangars, manufacturing facilities,
warehouses, schools, shopping centers, churches and farm buildings. Principal
metal building systems components are primary structural members, secondary
structural components and a variety of wall and roof components. The components
are fabricated according to specifications and shipped to building sites for
assembly by independent builders.

         Generally, metal building systems offer a cost advantage over
conventional construction methods (e.g., structural steel, wood structures,
concrete/masonry, etc.) in the low-rise, non-residential segment of the market.
Steel building systems can be erected faster and, in some instances, are more
versatile than conventionally constructed buildings. In addition, they have low
maintenance requirements and high thermal efficiency when compared to concrete,
wood and conventional steel methods of construction. The current desire for a
replicated building approach (e.g., warehouse stores, fast food outlets and
service stations) also favors metal building systems.

         Metal buildings compete with conventional forms of non-residential
building construction, with competition primarily based on cost, construction
time, appearance, thermal efficiency and other customer requirements. VP
Buildings also competes with numerous other metal building systems
manufacturers. The largest five such manufacturers (including VP Buildings)
account for approximately 70% of industry sales, according to MBMA. Competition
among metal building systems companies is based primarily on price, service,
product design and performance, and marketing capabilities.

         Metal building systems components are manufactured by VP Buildings at
plants located in Alabama, Arkansas, California, Missouri, North Carolina, Ohio,
Texas and Wisconsin. VP Buildings is a major user of flat rolled steel, but is
not currently a customer of LTV Steel. VP Buildings has developed a proprietary
software system intended to significantly improve the ability of customers to
develop engineering designs, obtain immediate pricing and order various building
design configurations.

         As of December 31, 1997, VP Buildings had approximately 1,800 active
employees. Approximately 480 active employees are represented by the teamsters
union or by the sheet metal workers union. The Company's labor agreement with
the teamsters union is scheduled to expire at year-end 1999, and the Company's
two labor agreements with the sheet metal workers union are scheduled to expire
in April 1998 and January 2000, respectively. The USWA has been engaged in an
organizing effort to represent non-management employees at certain plants of VP
Buildings. The USWA has recently secured representation rights for
non-management hourly plant employees at the Evansville, Wisconsin plant.



                                      -14-
<PAGE>   16


JOINT VENTURES

         LTV also participates in a number of joint ventures (in addition to
Presque Isle, Empire Iron Mining Partnership and the two joint ventures
involving two electro-galvanizing lines described above), the largest of which
involve international partners and are described below.

         Minimill. The Company through a subsidiary owns a 50% interest in a new
minimill, Trico, in Decatur, Alabama, which began commercial operations in the
second quarter of 1997. The joint venture, which is also owned 25% each by
subsidiaries of Sumitomo and British Steel, produces commercial and higher
quality hot rolled steel. While the melt shop has experienced some problems that
have negatively affected throughput during the start up curve, the minimill is
still expected to be fully operational in 1998. When fully operational, the
minimill, which will include a pickle line currently under construction, is
expected to have an annual capacity of 2.2 million tons. The steel produced by
Trico is sold by a sales force of a wholly-owned subsidiary of LTV which is
dedicated solely to the sale of Trico product. The Trico investment is expected
to provide LTV and its partners with a low cost, modern facility and improved
market access to the southeastern portion of the United States.

         Reduced Iron Facility. This international joint venture with
Cleveland-Cliffs Inc and Lurgi AG was formed to construct and operate a facility
in the Republic of Trinidad and Tobago to produce reduced iron briquettes (a
substitute for steel scrap) for use in electric furnace steelmaking operations.
The joint venture, Cliffs and Associates Limited, is 46.5% owned by a subsidiary
of LTV with the remainder owned by subsidiaries of Cleveland-Cliffs Inc (46.5%)
and Lurgi AG (7%). The project, which will utilize the new CIRCORED(R) process,
is expected to have an annual capacity of 500,000 metric tons. The cost of
construction is expected to aggregate approximately $160 million. Site
preparation activities began in late 1996, and production is scheduled to begin
in the fourth quarter of 1998. The facility will be operated by Cliffs Reduced
Iron Management Company, a subsidiary of Cleveland-Cliffs Inc.

         Tailor Welded Blanking Venture. In 1997, the Company also acquired an
approximate 11% interest in a tailor welded blanking operation in Monroe,
Michigan which adds value to product sold to domestic automotive customers. The
operation uses new technology to weld together two or more steel blanks which
may be of different grade or thickness. Other partners in the venture are
Worthington Industries, Inc., Thyssen Krupp A.G. and two domestic steel 
producers.

         Mexican Steel Processing Venture. In 1997, LTV acquired a 25% interest
in Lagermex, a joint venture to construct and operate an automotive steel
processing and blanking operation in Puebla, Mexico. Thyssen Krupp A.G. has a
65% interest in the venture, with the remaining 10% owned by management. The
venture is intended to supply to Volkswagen de Mexico and its parts suppliers
in Puebla inventory, management, slitting and blanking products and services
required to produce the plant's steel stampings.

         LTV continues to study opportunities to invest in domestic and
international growth opportunities with attractive profit potential, including
opportunities designed to support and enhance its core business. A number of the
joint venture opportunities that the Company has pursued, however, are start-up
operations and require significant investments before becoming operational. The
development, construction and start-up of such operations are themselves subject
to numerous risks. After start-up, further investments may be required and
significant losses could be incurred before any profits are realized.


                                      -15-
<PAGE>   17


PROPERTY ADDITIONS AND CAPITAL EXPENDITURES

         Capital expenditures and depreciation and amortization for the periods
indicated are as follows:

<TABLE>
<CAPTION>

                                                              1997         1996                1995
                                                              ----         ----                ----
                                                                        (IN MILLIONS)

<S>                                                           <C>           <C>                <C> 
      Capital Expenditures.......................             $326          $243               $205

      Depreciation and Amortization..............             $263          $266               $252
</TABLE>

         The expenditures during 1997, 1996 and 1995 were mainly to refurbish
blast furnaces and for equipment and facilities which are designed to reduce
cost, increase production efficiency and improve quality and for environmental
control projects. During this three year period, the Company also made
substantial expenditures for the development of a new information systems
project to support the Company's business processes. LTV is currently engaged in
the implementation phase of the project which is expected to extend through
April 1999 and will require substantial additional funds in 1998 and 1999 as LTV
integrates its information technology. All existing and future information
systems supporting these business processes are being maintained by outside
information systems providers under a long-term contract. LTV also made
investments in affiliates in steel related businesses totaling $101 million in
1997, $79 million in 1996 and $89 million in 1995 primarily for construction.
Capital spending for environmental control projects constructed during 1997,
1996 and 1995 was $32 million, $27 million and $19 million, respectively.

         Capital expenditures in 1998 are expected to aggregate approximately
$400 million, which include the cost of a blast furnace reline at Indiana Harbor
and the construction of the new tubular mill in Marion, Ohio.

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 probable and estimable or
otherwise provided for studies which will provide a basis for estimation.


                                      -16-
<PAGE>   18

         EPA - Cleveland Works. In February 1997, LTV Steel received a Notice of
Violation ("NOV") issued by the 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.

         EPA - Pittsburgh Coke Plant. In October 1997, the Company was notified
that the EPA had recommended that a lawsuit be filed by the U.S. Department of
Justice in federal court against LTV Steel alleging past violations at the
Company's Pittsburgh Coke Plant of particulate matter emission limits under the
Clean Air Act. The EPA indicated that the government would seek both injunctive
relief to prevent future violations and substantial civil penalties and that it
would be willing to enter into settlement negotiations with the Company. LTV
Steel is subject to a maximum statutory penalty of $27,500 per day for each
violation. The Company currently is in the process of shutting down the
Pittsburgh Coke Plant. See Item 1. Business-Significant Developments-Shutdown
of Pittsburgh Coke Plant for information regarding the Company's labor dispute
with the USWA concerning its shutdown of the plant as well as a civil action
under the Clean Air Act that might be brought against LTV Steel by a local
environmental group alleging violations of applicable emission standards in
connection with the operation of the plant. 

         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 basic oxygen furnace
("BOF") precipitator stack emissions and fugitive emissions from the BOF roof
monitors at the Indiana Harbor Works. The NOVs have been resolved pursuant to an
Agreed Order entered into between LTV Steel and IDEM. The Order provides for a
civil penalty of $426,750, all but $85,350 of which will be satisfied by the
construction of certain environmental projects. In addition, LTV Steel is
required to demonstrate compliance through July 1, 1998 with applicable air
quality standards at the BOF roof monitors or install further controls if
compliance is not demonstrated.

         In November 1996, IDEM and the United States Department of Interior
informed the Company and 15 other companies of their intent to perform a
National Resource Damage Assessment ("NRDA") of the Grand Calumet River System.
Each of the 16 entities was asked to contribute an unspecified amount of funding
for the study, which will cover a significant area that has been used for
industrial purposes for over a century. No cost estimate or schedule for
implementation of the study has been provided. IDEM also indicated that the
Company has been identified as a potentially responsible party in connection
with the release of hazardous substances and oil and the subsequent damages
resulting from natural resource injury. Because of the preliminary nature of
this matter, the Company is unable to predict whether any action might be
recommended or required as a result of this study or the potential cost to the
Company of any such action. In addition, the Army Corps of Engineers is planning
to dredge sections of the Grand Calumet River and may seek permission to dispose
of contaminated river sediments from the area that is the subject of the NRDA
study. Preliminary estimates of the cost of the dredging are approximately
$90-$160 million. The Company has not been asked to contribute to the cost of
the project.

         State of Illinois. After notifying the Illinois EPA ("IEPA") of two
separate deposits of hazardous wastes discovered at LTV Steel's Chicago plant,
LTV submitted to IEPA remediation plans for clean-up at both sites. The Company
and the IEPA have reached an agreement on one of the 


                                      -17-
<PAGE>   19

remediation plans, which is expected to cost less than $3 million, and clean-up
work is nearing completion. The cost of the other 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 United States District Court
for the Southern District of New York ("District Court") from various orders of
the United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court"), including the order confirming the Joint Plan of
Reorganization (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 of Reorganization, 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. As of October 1997, all but three of these
matters had been resolved. In November 1997, after a series of meetings with a
court-appointed mediator, Aetna and the Company settled the three remaining
matters with a payment by LTV to Aetna of $2 million.

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's appeal to the Patent Office Board of
Appeals has been heard, and a decision by the Board of Appeals is pending.

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.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                                 Not applicable.


                                      -18-
<PAGE>   20


                                     PART II

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 45, "Quarterly Financial Information" on page 46 and
"Liquidity and Financial Resources" on page 19 of the 1997 Annual Report to
Shareholders are incorporated herein by reference.

BY-LAW AMENDMENTS:

ADVANCE STOCKHOLDER NOTICE REQUIREMENTS AND OTHER PROVISIONS

         LTV has provisions in its By-Laws intended to promote the efficient
functioning of its annual meetings. The provisions describe LTV's right to
determine the time, place and conduct of stockholder meetings, require advance
notice by mail or delivery to LTV of stockholder proposals or director
nominations for annual meetings and require persons wishing to conduct a
solicitation of written consents of stockholders or to call a special meeting of
stockholders to apply to the Board of Directors to set a record date for the
consent solicitation or to determine whether the requisite number of
stockholders desire to call a special meeting.

         Under the By-Laws, stockholders must provide LTV with at least 60 days,
but no more than 90 days, notice prior to the announced Tentative Meeting Date
of (i) business the stockholder is proposing for consideration at that meeting
and (ii) persons the stockholder intends to nominate for election as directors
at that meeting.

         The LTV Board of Directors has selected April 24, 1998 as the Tentative
Meeting Date for the next Annual Meeting of Stockholders. Accordingly,
stockholders who intend to propose business for consideration, or to nominate
persons for election as directors at the 1998 Annual Meeting, were required to
provide notice and the required information to the Company no earlier than
January 24, 1998 and no later than February 23, 1998.


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.


                                      -19-
<PAGE>   21

         LTV's Board of Directors was required by Article Ninth of LTV's
Restated Certificate of Incorporation to consider during 1996 whether to waive
the transfer restrictions in Article Ninth with respect to all future transfers
of securities. At its October 1996 meeting, the Board of Directors, after
considering all relevant factors, determined not to waive Article Ninth at that
time.

ITEM 6.  SELECTED FINANCIAL DATA.

         "Five Year Financial Summary" on page 45 of the 1997 Annual Report to
Shareholders is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

         "Management's Discussion and Analysis" on pages 18 through 23 of the
1997 Annual Report to Shareholders is incorporated herein by reference.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The listing on page F-1 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 46 of the 1997 Annual Report
to Shareholders is incorporated herein by reference.

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

         Not applicable.

                                    PART III

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 1998 Annual Meeting of Stockholders, which LTV
plans to file with the Commission in final form in early 1998, 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. EXECUTIVE COMPENSATION.

         Information relating to management remuneration and transactions
included in LTV's Annual Proxy Statement for the 1998 Annual Meeting of
Stockholders, which LTV plans to file with the Commission in final form in early
1998, is incorporated herein by reference.


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 1998 


                                      -20-
<PAGE>   22

Annual Meeting of Stockholders, which LTV plans to file with the Commission in
final form in early 1998, is incorporated herein by reference.


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 1998 Annual Meeting of
Stockholders, which LTV plans to file with the Commission in final form in early
1998, is incorporated herein by reference.


                                     PART IV

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 F-1 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 F-1.

         (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


                                      -21-
<PAGE>   23

                       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)

         (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)


                                      -22-
<PAGE>   24

         (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)

         (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, Inc. 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)


                                      -23-
<PAGE>   25

         (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)

         (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)








                                      -24-
<PAGE>   26


         (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)

         (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)

                                      -25-
<PAGE>   27

         (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)

         (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])

                                      -26-
<PAGE>   28


         (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 10-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)




                                      -27-
<PAGE>   29


         (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)

         (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)



                                      -28-
<PAGE>   30

         (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 (incorporated
                       herein by reference to Exhibit (10)-(62) to LTV's Report
                       on Form 10-Q for the quarter ended March 31, 1997)

         (10)-(63) -   Amendments Nos. 8, 9 and 10 to the Letter of Credit
                       Agreement dated as of October 12, 1994 among LTV, LTV
                       Steel Company, Inc., LTV Steel Mining Company, LTV Steel
                       Tubular Products Company, various financial institutions
                       and BT Commercial Corporation (incorporated herein by
                       reference to Exhibit (10)-(63) to LTV's Report on Form
                       10-Q for the quarter ended September 30, 1997

         (10)-(64) -   The LTV Change in Control and Severance Pay Plan I
                       (filed as Exhibit 10.1 to Amendment No. 1 to LTV's
                       Registration Statement on Form S-4 [Registration No.
                       333-40425])

         (11)      -   Statement re Computation of Per Share Earnings (filed
                       herewith)

         (13)      -   Portions of the 1997 Annual Report to Shareholders
                       incorporated into this Report by reference (filed
                       herewith)

         (18)      -   Letter regarding change in accounting principles (filed
                       herewith)

         (21)      -   List of subsidiaries (filed herewith)

         (23)      -   Consent of Ernst & Young LLP (filed herewith)

         (27)      -   Financial Data Schedule (filed herewith)




                                      -29-
<PAGE>   31


                                   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, as of the
17th day of February 1998.

                                         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.

<TABLE>
<CAPTION>

   Signature                                 Title                                Date
   ---------                                 -----                                ----


<S>                               <C>                                           <C> 
/s/ DAVID H. HOAG                 Chairman of the Board,                        February 17, 1998
--------------------------        Chief Executive Officer and a Director
    (David H. Hoag)               (Principal Executive Officer)          
                                  



/s/ ARTHUR W. HUGE                Senior Vice President and Chief               February 17, 1998
--------------------------              Financial Officer
    (Arthur W. Huge)              (Principal Financial Officer and  
                                    Principal Accounting Officer)   
                                  



/s/ GEORGE T. HENNING             Vice President and Controller                 February 17, 1998
--------------------------                                                                     
    (George T. Henning)



/s/ J. PETER KELLY                President, Chief Operating Officer            February 17, 1998
--------------------              and a Director                                   
(J. Peter Kelly)       



/s/ EDGAR L. BALL                 Director                                      February 17, 1998
--------------------------
    (Edgar L. Ball)



/s/ COLIN C. BLAYDON              Director                                      February 17, 1998
--------------------                                                                          
    (Colin C. Blaydon)
</TABLE>

                                      -30-
<PAGE>   32

<TABLE>


<S>                               <C>                                           <C> 
/s/ WILLIAM H. BRICKER            Director                                      February 17, 1998
--------------------------                                                                    
    (William H. Bricker)



/s/ JOHN E. JACOB                 Director                                      February 17, 1998
--------------------                                                                  
    (John E. Jacob)



/s/ EDWARD C. JOULLIAN III        Director                                      February 17, 1998
--------------------------                                                                       
    (Edward C. Joullian III)



/s/ M. THOMAS MOORE               Director                                      February 17, 1998
--------------------------                                                                               
    (M. Thomas Moore)



/s/ HAROLD A. POLING              Director                                      February 17, 1998
---------------------------                                                                              
    (Harold A. Poling)



/s/ VINCENT A. SARNI              Director                                      February 17, 1998
---------------------------                                                                    
    (Vincent A. Sarni)


  
/s/ SAMUEL K. SKINNER             Director                                      February 17, 1998
---------------------------                                                                    
    (Samuel K. Skinner)



/s/ PAUL G. STERN                 Director                                      February 17, 1998
---------------------------                                                                    
    (Paul G. Stern)



/s/ STEPHEN B. TIMBERS            Director                                      February 17, 1998
---------------------------                                                                    
    (Stephen B. Timbers)



/s/ FARAH M. WALTERS              Director                                      February 17, 1998
---------------------------                                                                    
     (Farah M. Walters)
</TABLE>


                                      -31-
<PAGE>   33






                                   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, as of the
17th day of February 1998.

                                       THE LTV CORPORATION


                                       By
                                          ----------------------
                                           (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.

<TABLE>
<CAPTION>

       Signature                       Title                                      Date
       ---------                       -----                                      ----

<S>                               <C>                                         <C> 
                                  Chairman of the Board,                      February 17, 1998
----------------------------      Chief Executive Officer and a Director      
    (David H. Hoag)               (Principal Executive Officer)          
                                  



                                  Senior Vice President and Chief             February 17, 1998
----------------------------             Financial Officer                    
    (Arthur W. Huge)              (Principal Financial Officer and
                                   Principal Accounting Officer) 
                                  



                                  Vice President and Controller               February 17, 1998
----------------------------                                                              
    (George T. Henning)



                                  President, Chief Operating Officer          February 17, 1998
----------------------------      and a Director                              
    (J. Peter Kelly)              



                                  Director                                    February 17, 1998
----------------------------                                                              
    (Edgar L. Ball)



                                  Director                                    February 17, 1998
----------------------------                                                              
    (Colin C. Blaydon)
</TABLE>


<PAGE>   34

<TABLE>

<S>                               <C>                                         <C> 
                                  Director                                    February 17, 1998
----------------------------                                                              
    (William H. Bricker)



                                  Director                                    February 17, 1998
----------------------------                                                              
    (John E. Jacob)



                                  Director                                    February 17, 1998
----------------------------                                                              
    (Edward C. Joullian III)



                                  Director                                    February 17, 1998
----------------------------                                                              
    (M. Thomas Moore)



                                  Director                                    February 17, 1998
----------------------------                                                              
    (Harold A. Poling)



                                  Director                                    February 17, 1998
----------------------------                                                              
    (Vincent A. Sarni)



                                  Director                                    February 17, 1998
----------------------------                                                              
    (Samuel K. Skinner)



                                  Director                                    February 17, 1998
----------------------------                                                              
    (Paul G. Stern)



                                  Director                                    February 17, 1998
----------------------------                                                              
    (Stephen B. Timbers)



                                  Director                                    February 17, 1998
----------------------------                                                              
     (Farah M. Walters)
</TABLE>