<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, 1996      Commission File Number 1-4368

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


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

          Delaware                                      75-1070950
(State or other jurisdiction           (I.R.S. Employer Identification Number)
     of incorporation)
          200 Public Square
          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 $1.26 Billion
                                                       (As of February 20, 1997)

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
                                              104,884,818 shares of Common Stock
                                                       (As of February 20, 1997)

Documents Incorporated by Reference: Annual Report to Shareholders for fiscal
year 1996 (Part II); Annual Proxy Statement for 1996 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 is engaged in the
steel industry through its subsidiaries, LTV Steel Company, Inc. ("LTV Steel")
and LTV Steel Tubular Products Company. LTV and its subsidiaries are
collectively referred to herein as "LTV" or the "Company" unless the context
otherwise requires.

         LTV is a fully integrated steel producer that manufactures coated sheet
and cold rolled and hot rolled sheet and strip, as well as tubular and tin mill
products. Based on 1996 shipments (as compiled by LTV based primarily on
publicly filed data), LTV believes it is the third largest domestic integrated
steel producer, the second largest producer of flat rolled steel and a leading
supplier of quality-critical, flat rolled steel to the transportation, appliance
and electrical equipment industries in the United States. LTV operates two
integrated steel mills (Cleveland Works and Indiana Harbor Works) and various
finishing and processing facilities, as well as tubular and tin mill operations.
The Company's energy products group (Continental Emsco Company and Continental
Emsco Company Limited) was sold in August 1995 and is treated herein as a
discontinued operation for all periods presented.

         Coated sheet and cold rolled and hot rolled sheet and strip are used to
make products such as automobile bodies, appliances and other consumer durable
goods, farm equipment, industrial machinery, office equipment, machine parts and
tubular products. Tin mill products are used by the container industry in the
manufacture of cans and closures. Tubular products are used primarily in the
electrical, automotive, construction and oil and gas industries.

SIGNIFICANT DEVELOPMENTS

         Trico Steel Company, L.L.C. ("Trico Steel"), a joint venture involving
international partners, is nearing completion of the construction phase of its
new mini-mill in Decatur, Alabama. The mini-mill, which is expected to commence
start-up operations later in the first quarter of 1997 and become fully
operational in 1998, is owned 50% by a subsidiary of LTV and 25% each by
subsidiaries of Sumitomo Metal Industries, Ltd. ("Sumitomo") and British Steel
plc ("British Steel"). When fully operational, the mini-mill will have an
estimated annual capacity of 2.2 million tons. Trico Steel's high quality steel
products will compete in the hot rolled product and a portion of the cold rolled
product segments of the southeastern region of the United States.

         In May 1996, LTV Steel entered into an international joint venture
agreement with Cleveland-Cliffs Inc and Lurgi AG ("Lurgi") to construct and
operate a facility in Trinidad and Tobago to produce direct reduced iron ("DRI")
briquettes (a substitute for steel scrap) for use in electric furnace
steelmaking operations. The joint venture is owned 46.5% by a subsidiary of LTV
with the remainder owned by subsidiaries of Cleveland-Cliffs Inc (46.5%) and
Lurgi (7%). The project, which will use the new Circored(R) process, will have 
an estimated annual capacity of 500,000 metric tons and is expected to cost an
aggregate $150 million. Site preparation work began in late 1996 and production
is scheduled to begin in the second half of 1998. The facility will be operated
by a subsidiary of Cleveland-Cliffs Inc.



                                      - 1 -


<PAGE>   3


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,"
"believes," "estimate," "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 raw material costs; increased
operating costs; loss of business from major customers, especially for high
value-added product; unanticipated expenses; substantial changes in financial
markets; labor unrest; unfair foreign competition; major equipment failure or
unanticipated results in pending legal proceedings.

INDUSTRY SEGMENTS

         The Company operates in a single industry segment - steel.


                                STEEL OPERATIONS

STEEL MILL PRODUCTS

         During the years 1996, 1995 and 1994, LTV's operations accounted for
8.1%, 8.2% and 8.4%, 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: 1996-8,080,000; 1995-7,961,000 and 1994-7,969,000.

         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)

                                                                 1996                  1995               1994
                                                                REVENUE              REVENUE            REVENUE
                                                                -------              -------            -------

<S>                                                              <C>                  <C>                <C>   
         Hot and cold flat rolled products                       $2,017               $2,146             $2,100
         Galvanized products                                      1,203                1,221              1,212
         Tin mill products                                          453                  449                474
         Tubular products                                           319                  314                293
         All other                                                  143                  153                154
                                                                 ------               ------             ------
                  Total                                          $4,135               $4,283             $4,233
</TABLE>

         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 and
continuing strong demand for steel products. 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, recovering only partially during the
latter half of 1996. The increase in tin mill revenue in 1996 from 1995 was due
to stronger demand from the packing industry, offset partially by lower prices.
The decrease in tin mill revenue in 1995 was due primarily to lower shipment
levels, lower demand primarily from the packing industry, offset partially by
higher prices. Shipments of electrical conduit tubular product continued strong
during the three years due to strength in the construction market; shipments of
mechanical tubing declined in 1996 due to weaker demand from 



                                      -2-
<PAGE>   4



the market segments served by the Company's tubular operations; shipments of
electric weld pipe products recovered in 1996 from the depressed levels in the
prior two years.

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,
                                                                          -----------------------
                                                                   1996             1995              1994
                                                                   ----             ----              ----

<S>                                                             <C>              <C>               <C>  
         Capability (net tons in thousands)
                  LTV                                             8,400            8,300             8,300
                  Industry(b)                                   116,100          112,500           108,200
                  Percent of industry                              7.2%             7.4%              7.7%
         Production (net tons in thousands)
                  LTV                                             8,780            8,460             8,250
                  Industry(b)                                   104,400          104,900           100,600
                  Percent of industry                              8.4%             8.1%              8.2%
         Production as a percentage of capability
                  LTV(a)                                         105.0%           102.0%             99.4%
                  Industry(b)                                     89.9%            93.3%             93.0%

<FN>
(a)      The Company follows industry standards in calculating its operating
         rate which is based on 95% of blast furnace capacity. The 5% adjustment
         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
         1996. A net ton is 2,000 pounds.
</TABLE>

         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 1996, 1995 and 1994, LTV purchased approximately 168,000
tons, 279,000 tons and 514,000 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.




                                      -3-
<PAGE>   5


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,
                                                                       -----------------------
                                                                  1996              1995              1994
                                                                  ----              ----              ----

<S>                                                                <C>              <C>               <C>
         Steel service centers                                     32%               29%               28%
         Transportation                                            22                25                26
         Converters and processors                                 16                14                13
         Electrical, agricultural and other machinery              10                 9                 9
         Household appliances and office equipment                  6                 6                 7
         Containers and packaging                                   7                 6                 8
         Construction                                               5                 5                 6
         Exports                                                    2                 5                 2
         All other                                                  -                 1                 1
                                                                 ----              ----              ----
                  Total                                           100%              100%              100%
</TABLE>

         Sales to LTV's largest unaffiliated customer, General Motors
Corporation, represented approximately 11%, 12% and 11%, respectively, of LTV's
sales dollars during 1996, 1995 and 1994.

SALES AND MARKET DISTRIBUTION

        Approximately 60% of LTV's steel products are sold under long-term
contracts, 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 contracts. These contracts generally provide for set prices for
the products ordered during the period that the contract is in effect. As a
result, LTV may experience a delay in realizing price changes related to its
contract steel products 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.

         During 1996, the Company reorganized its flat rolled sales 
organization, including all sales processing functions previously handled in the
field, consolidating such functions at LTV's headquarters. As part of that
reorganization, employees performing commercial, marketing and customer service
functions were combined and reorganized along market lines. LTV will continue to
maintain regional offices for flat rolled sales functions.

         Tubular and tin mill products are sold primarily through separate sales
organizations divided into four regions.

         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 service 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 various Japanese companies.

         LTV's export sales of steel product were 2.1% of total dollar sales in
1996, 4.2% in 1995 and 2.0% in 1994.




                                      -4-
<PAGE>   6


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 sometimes can be substituted for flat
rolled carbon steel in manufactured products. The primary factors which 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 and tonnage sold by domestic producers. The
domestic intensity of foreign competition is affected by, among other things,
capacity in the global marketplace, worldwide steel demand and fluctuations in
the value of the U.S. dollar against foreign currencies. Steel imports may
increase should worldwide demand decline, the value of the dollar rise in
relation to foreign currencies or U.S. trade laws not be strictly enforced. Many
foreign steel producers are owned, controlled or subsidized by their
governments. Accordingly, decisions by these 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. Further,
the U.S. has enacted legislation which implements the GATT Uruguay Round
agreement, which weakens prior U.S. trade laws in some respects. This
legislation over time could also result in increased steel imports from foreign
producers.

         Based on AISI reports, imports of flat rolled products increased
significantly during the second half of 1996, totaling 6.5 million net tons
(over five months) and averaging 26% of domestic steel consumption for the
period. Based on AISI reports, during the three years 1996, 1995 and 1994,
imports of steel mill products totaled approximately 26.6 million (eleven
months), 24.4 million and 30.1 million net tons, respectively, or approximately
23% of total domestic steel consumption in 1996 (eleven months), approximately
21% in 1995 and 25% in 1994. Of this amount, 6.9 million net tons (eleven
months) or 26% of the imports in 1996 compared with 5.2 million net tons in 1995
and 7.9 million tons in 1994 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 35% of the market in 1996 (eleven months), 35% in 1995 and 40% in 1994. Flat
rolled imports (including tin mill products) comprised 16% of the flat rolled
market in 1996 (eleven months), 16% in 1995 and 19% in 1994. 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 and also
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.



                                      -5-
<PAGE>   7



         Industry experts estimate that current domestic raw steel production
capacity will be increased by more than 8% during the next two years as new
mini-mills, now under construction, engaged in start-up operations or otherwise
proposed, begin operation. See "Significant Developments" regarding LTV's 50%
participation in Trico Steel with international partners, a new mini-mill joint
venture, which is scheduled to commence operations later in the first quarter of
1997. When fully operational, the mini-mill will have an estimated annual
capacity of 2.2 million tons.

TRADE CASES

U.S.-Certain ITC Determinations

         In June 1992, certain members of the U.S. steel industry filed 84 cases
against 21 foreign countries alleging that steel imports from these countries
were being dumped and/or subsidized in the United States' steel market and
causing or threatening to cause material injury to U.S. steel producers. The
products involved included cut-to-length plates, hot rolled sheet, cold rolled
sheet and corrosion resistant products. In July 1993, the International Trade
Commission (the "ITC") made final determinations that material injury had
occurred in approximately 83% of the total import tonnage in 1992 of corrosion
resistant products, 36% of the total import tonnage in 1992 of cold rolled
products and none of the hot rolled products. In January 1995, these findings
were affirmed by the Court of International Trade (or, in the case of Canada, a
bi-national panel), and in 1996 those issues in the cases which were appealed
were affirmed by the U.S. Court of Appeals for the Federal Circuit. The time
period in which the parties could seek a further review by the U.S. Supreme
Court has expired. These decisions remain, however, subject to review annually
at an administrative level with respect to the amount of the margins and also
subject to review by the ITC with regard to the existence of material injury
(although only upon a finding of "changed circumstances"). Cash deposits equal
to estimated antidumping and/or countervailing duty margins continue to be
required from importers to pay additional duties on those steel imports where
there was a final affirmative injury decision.

         Since the ITC decisions, imports of hot and cold rolled product have
increased significantly while corrosion resistant imports have increased to a
lesser extent. During 1996, 29% of the Company's steel-related revenues were
derived from the shipment of corrosion resistant steel, 27% from the shipment of
cold rolled steel and 22% from the shipment of hot rolled steel.

Canada and Mexico

         In Canada and Mexico, administrative orders imposing dumping duties are
in effect covering various steel product produced by LTV. Administrative
reviews on certain steel products are pending in both Mexico and Canada. 
During 1996, LTV exported less than 120,000 tons of such steel products into 
Canada and Mexico that are subject to dumping duties.

EMPLOYEES AND LABOR MATTERS

         As of December 31, 1996, LTV had approximately 14,000 active employees.
Approximately 10,900 active employees, primarily hourly workers, are represented
by unions. Of these employees, approximately 10,500 are represented by the
United Steelworkers of America ("USWA").

         In June 1994, the Company and the USWA entered into a labor agreement
which expires on August 1, 1999 (the "Labor Agreement"). The Labor Agreement
provided for a reopener with respect to wage provisions in mid-1996, subject to
binding, baseball-type arbitration (a procedure whereunder the arbitrator
selects either the final Company or the final union offer). After final offers
were presented by each party, in November 1996 the arbitrator chose the
Company's final offer. The new wage package for USWA-represented LTV employees,
which is comparable to the packages awarded recently at other 




                                      -6-
<PAGE>   8




domestic integrated steel producers, provides for aggregate wage increases
totaling $1.00 an hour and lump sum payments totaling $1,000 per employee (plus
up to an additional $1,000 if certain corporate financial results are met) over
the remainder of the term of the Labor Agreement as well as continuing one
additional holiday in each of the last two years of the agreement.

         In the latter half of 1997, other labor agreements covering
approximately 230 USWA-represented employees expire at the two electro-
galvanizing lines in which LTV has a partnership interest and at one of the 
Company's tubular plants. Labor agreements covering certain railroad employees 
are in various stages of negotiation.


                              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 $15.1 million in
1996, $14.8 million in 1995 and $15.1 million in 1994. These expenditures do not
include the efforts of sales and manufacturing employees in working to meet
customer technical demands.

ENVIRONMENTAL MATTERS

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

         The Company spent approximately $27 million in 1996 and $19 million in
1995 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 $18 million during 1996 and $17
million during 1995 for environmental clean-up and related matters at operating
and idled facilities and had a recorded liability of $84 million at December 31,
1996 and $98 million at December 31, 1995 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 



                                      -7-
<PAGE>   9





period. Other requirements for environmental matters, which could increase these
costs, may arise in the future. See the discussion of "Environmental Liabilities
and Related Costs" included in Management's Discussion and Analysis included in
the Company's 1996 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 U.S. Environmental
Protection Agency ("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.

                      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             57        Chairman of the Board, President and Chief Executive Officer
J. Peter Kelly            55        Group Vice President-Steel
James F. Haeck            50        Senior Vice President-Commercial
Richard J. Hipple         44        Senior Vice President-Purchasing, Engineering and Strategic Planning
Arthur W. Huge            51        Senior Vice President and Chief Financial Officer
Glenn J. Moran            49        Senior Vice President, General Counsel and Secretary
Richard A. Veitch         56        Senior Vice President-Flat Rolled Operations
George T. Henning         55        Vice President and Controller
John C. Skurek            52        Vice President and Treasurer

<FN>
*  As of December 31, 1996.
</TABLE>

OFFICERS

         The only employee of LTV and its subsidiaries who is also a director of
LTV is Mr. Hoag, Chairman of the Board, President and Chief Executive Officer of
LTV.

         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
President and Chief Executive Officer of LTV since February 1991. 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). He also is Chairman of the
Board of Trustees of Allegheny College.



                                      -8-
<PAGE>   10


         Mr. Kelly became a Group Vice President of LTV in February 1991. He has
been President and a director of LTV Steel since February 1991 and Chief
Operating Officer of LTV Steel since January 1993. Prior thereto, since
September 1987, Mr. Kelly was Executive Vice President of LTV Steel. He also
serves as a director of National City Bank and is Chairman of the Board of
Trustees of Notre Dame College in South Euclid, Ohio.

         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 and as Vice President-Public Affairs of LTV Steel from July
1991 to September 1992. Prior thereto, he was the Assistant Treasurer of LTV
Steel.


ITEM 2.  PROPERTIES.

CORPORATE HEADQUARTERS

         In December 1996, LTV moved its corporate headquarters to a new
location in Cleveland, Ohio and currently occupies 238,000 square feet under a
new lease expiring in 2011. The lease provides LTV three consecutive five-year
renewal options to extend the lease term through 2026.

STEEL PRODUCING FACILITIES

         The Company has two integrated steel mills, Cleveland Works and Indiana
Harbor Works, and various finishing, galvanizing and processing facilities as
well as stand alone tin mill and tubular operations. During the last five years,
the Company has spent approximately $1.3 billion to modernize and upgrade these
core facilities.



                                      -9-
<PAGE>   11



         The Cleveland Works at Cleveland, Ohio produces a variety of flat
rolled products. Major facilities include blast furnaces, basic oxygen furnaces,
two continuous slab casters, vacuum degassing and ladle metallurgy systems, hot
strip mills, cold reducing mills, a continuous annealing line, sheet finishing
facilities and an electroplate line.

         The Indiana Harbor Works at East Chicago, Indiana produces a variety of
flat rolled products. Major facilities include blast furnaces, basic oxygen
furnaces, a continuous slab caster, vacuum degassing and ladle reheating
systems, a hot strip mill, a cold reducing mill, sheet finishing facilities,
hot-dipped galvanizing lines and a tin mill.

         LTV also operates a tin mill in Aliquippa, Pennsylvania. The Company's
two tin mills (which includes one at Indiana Harbor Works as described above)
have a combined operating capacity aggregating 840,000 tons and operated at a
combined rate of 99% of capacity during 1996.

         LTV also operates finishing operations in Hennepin, Illinois. The
Hennepin facilities, which receive semi-finished products from the steel
producing facilities, include a cold reducing mill, a sheet finishing mill and a
hot-dipped galvanizing line. LTV also operates coke batteries in Chicago,
Illinois, Pittsburgh, Pennsylvania and Warren, Ohio.

         Tubular products facilities in Ferndale, Michigan; Cleveland,
Youngstown and Elyria, Ohio; Counce, Tennessee; and Cedar Springs, Georgia
manufacture electric weld pipe and welded tubing (pressure tubing, mechanical
tubing, cold drawn tubing and electrical metallic conduit).

Railroads

         LTV owns all of the capital stock of the following six terminal
switching railroad companies: Aliquippa and Southern Railroad Company, serving
the Aliquippa tin mill; The Cuyahoga Valley Railway Company and The River
Terminal Railway Company, serving the Cleveland Works; The Mahoning Valley
Railway Company, serving the Youngstown electric weld pipe mill; The Monongahela
Connecting Railroad Company, serving the Pittsburgh coke plant; and the Chicago
Short Line Railway Company, serving the Indiana Harbor Works. All are common
carriers subject to regulation by the Interstate Commerce Commission and are
used primarily by LTV.

Suitability

         LTV's steel-related facilities are well maintained, considered adequate
for their intended purposes and being utilized for their intended purposes.

USWA Collateral Arrangement

         LTV has agreed with the USWA to grant liens on property with an
appraised value of $500 million to secure payment of (i) certain retiree health
benefits to salaried and hourly employees and retirees and (ii) certain employer
contributions under a defined contribution plan for hourly employees
(collectively, the "Secured Obligations"). The maximum amount recoverable to pay
the Secured Obligations upon foreclosure of the collateral is $250 million.
Pursuant to such agreement, LTV has granted liens on certain plant, property and
equipment at its Cleveland Works and a royalty free license or sublicense with
respect to intellectual properties used in connection with the manufacture of
products at such facilities.




                                      -10-
<PAGE>   12


RAW MATERIALS

Iron Ore

         LTV owns interests in two iron ore mining operations. LTV's share of
production at these mines during 1996 was sufficient to meet 100% of its iron
ore requirements. LTV's share of reserves at these mines is sufficient to meet
its anticipated iron ore requirements in the near term.

         LTV estimates that as of January 1, 1997, the total of its proven crude
ore reserves and of its proportionate share of such reserves of the companies in
which it has an ownership interest was such that, when mined and beneficiated,
there could be produced for use by LTV approximately 466,000,000 gross tons (a
gross ton is equivalent to 2,240 pounds) of merchantable ore averaging
approximately 64% iron content. These ore reserves at the end of 1996, and 1996
activity, were as follows:

<TABLE>
<CAPTION>
                                              PROVEN                                                    1996
                                                NET                     ANNUAL        SHARE OF       DELIVERIES
                                            INTEREST IN     IRON          ORE           1996          TO STEEL
                                            RESERVES(a)    CONTENT    ENTITLEMENT    PRODUCTION       PLANTS(b)
                                            -----------    -------    -----------    ----------       ---------
                                                               (GROSS TONS IN THOUSANDS)
<S>                                           <C>           <C>         <C>             <C>            <C>  
Properties:
     LTV Steel Mining Company.............    421,000       64%         7,500(c)        7,457          7,410
     Empire Iron Mining Partnership(d)....     45,000       64%         2,000           2,018          1,891
                                              -------                   -----           -----          -----
Total Properties..........................    466,000                   9,500           9,475          9,301

<FN>
(a)      LTV's ownership interest in reserves is stated in gross tons of
         concentrates or pellets.
(b)      "1996 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 1996 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.

         During 1996, the average blast furnace charge consisted of 
approximately 90% pellets and 10% sinter. During 1996, 92.3% of LTV's pellet and
sinter requirements came from affiliated sources.

Metallurgical Coal and Coke

         Metallurgical coal is used to make coke which is used in blast furnaces
to make iron in the raw steelmaking process. All LTV's metallurgical coal
requirements are purchased from unaffiliated third parties under a number of
short and intermediate term contracts.

         LTV produced 78% of its coke requirements during 1996 and expects to
produce 84% of its anticipated requirements for 1997 at its owned coke batteries
located at Warren, Ohio; Chicago, Illinois; and Pittsburgh, Pennsylvania. The
operational life of these batteries could be adversely affected by increasingly
stringent environmental regulations or their inability to continue to meet
existing environmental standards. See Item 3. Legal Proceedings for information
relating to existing and threatened environmental proceedings involving certain
of the Company's coke batteries. LTV anticipates, however, that its internal
coke supply, together with coke purchased from third parties, will meet
substantially all of its near-term coke requirements.




                                      -11-
<PAGE>   13



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 132,668,000 gross tons as of
December 31, 1996. In 1996, LTV used approximately 461,000 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 1996,
approximately 44% of the 325,000 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.

JOINT VENTURES

         LTV also participates in a number of joint ventures, the largest of
which involve international partners and are described below.

         MINI-MILL. The Company through a subsidiary owns a 50% interest in a
new mini-mill in Decatur, Alabama which is scheduled to commence start-up
operations in the first quarter of 1997. The joint venture, which is also owned
25% each by subsidiaries of Sumitomo Metal Industries, Ltd. and British Steel
plc, will produce commercial and higher quality hot rolled steel. When the mill
becomes fully operational (scheduled for 1998), it will have an annual capacity
of 2.2 million tons. The steel produced by Trico Steel will be sold by a sales
force of a wholly-owned subsidiary of LTV which will be dedicated solely to the
sale of Trico Steel product.

          DRI FACILITY. This international joint venture with Cleveland-Cliffs
Inc and Lurgi AG was formed to construct and operate a facility in Trinidad and
Tobago to produce direct reduced iron ("DRI") briquettes (a substitute for
steel scrap) for use in electric furnace steelmaking operations. The joint
venture, 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 process, will
have an estimated annual capacity of 500,000 metric tons and the cost of
construction is expected to aggregate approximately $150 million. Site
preparation activities began in late 1996, and production is scheduled to begin
in the second half of 1998. The facility will be operated by Cliffs Reduced
Iron Management Company, a subsidiary of Cleveland-Cliffs Inc.

         ELECTRO-GALVANIZING LINES. LTV owns joint venture 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, was built at LTV's
Cleveland Works. The line produces one-sided and two-sided zinc-coated flat
rolled steel products, utilizing an electrolytic galvanizing process, and has an
annual capacity of approximately 420,000 tons of coated products. The second
line, involving a joint venture which 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. The
second line is located in Columbus, Ohio. Most of the cold rolled steel that is
coated at these facilities is 




                                      -12-
<PAGE>   14



produced by LTV, and LTV is responsible for all sales and marketing of coated
products processed by the joint ventures. The two electro-galvanizing lines
operated at a combined rate of 87% of capacity during 1996.

         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.

PROPERTY ADDITIONS AND CAPITAL EXPENDITURES

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

<TABLE>
<CAPTION>
                                                              1996                1995                1994
                                                       -----------         -----------           ---------
                                                                         (IN THOUSANDS)

<S>                                                       <C>                 <C>                 <C>     
      Capital Expenditures.......................         $242,865            $204,890            $233,936

      Depreciation and Amortization..............         $265,734            $251,876            $241,764
</TABLE>

      The expenditures during 1996, 1995 and 1994 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. In 1996 and 1995, the Company also made initial 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 the end of 1998 and will require
substantial additional funds in 1998 and 1999 as LTV integrates its information
technology (while resolving its year 2000 software issues) and reengineers the
organization to use new processes. All existing and future information systems
supporting these business processes are being maintained by outside information
systems providers under a long-term contract. Capital expenditures in 1997 are
expected to aggregate approximately $320 million, which includes the cost of a
blast furnace reline at Indiana Harbor. Capital spending for environmental
control projects constructed during 1996, 1995 and 1994 was $26,662,000;
$18,981,000 and $30,187,000, respectively.

         LTV also made investments in affiliates in steel related businesses
totaling $78.5 million in 1996, $89.2 million in 1995 and $0.9 million in 1994,
primarily for construction.


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."




                                      -13-
<PAGE>   15




Environmental Proceedings

         Legal and administrative actions have been taken or are being
threatened against LTV and its subsidiaries, as discussed below, by the EPA and
the States of Indiana and Illinois or their state and local environmental
agencies for alleged violations of various federal, state and local
environmental laws and regulations. The Company has accrued for losses and costs
associated with these actions that are likely to occur and estimable or
otherwise provided for studies which will permit estimation upon completion of
the study.

         EPA - Chicago Coke Battery. LTV Steel and the United States,
represented by the U.S. Department of Justice and U.S. EPA, have reached a
tentative settlement agreement for alleged violations of air quality standards
at the Chicago Coke Battery for the years 1993 through 1995. The settlement
agreement, which has been filed with the U.S. District Court for the Northern
District of Illinois for approval, provides for the assessment of a civil
penalty of $1.6 million. LTV Steel is to receive a credit of $350,000 against
that civil penalty in exchange for carrying out a supplemental environment
project directed to controlling pushing emissions.

        EPA - Cleveland Works.  In February 1997, LTV Steel received a Notice
of Violation ("NOV") issued by the U.S. EPA alleging violations of certain air
emission standards at three of its blast furnaces, the precipitator stacks at a
basic oxygen furnace shop and a boiler located at LTV Steel's Cleveland Works. 
The NOV alleges numerous violations over various periods of time extending in
some cases as far back as 1992.  LTV Steel is subject to a maximum statutory
penalty of $27,500 per day for each violation.

         State of Indiana. In April 1995, LTV Steel received a  NOV issued by
the Indiana Department of Environmental Management ("IDEM") which alleges that
releases of contaminants onto and beneath the ground have occurred at the
Indiana Harbor Works in violation of applicable environmental regulations. IDEM
is seeking to have the Company undertake a comprehensive remediation program to
clean up the alleged on-ground and below-ground contamination at the facility.
The NOV is broad-based and, depending upon the nature of the remediation
program that might be imposed upon the subsidiary and IDEM's authority to
require a comprehensive clean-up, the cost of such work could be substantial.

         IDEM has also issued NOVs to LTV Steel relating to BOF precipitator
stack fugitive emissions from the BOF roof monitors at the Indiana Harbor Works.
LTV Steel is subject to a maximum statutory penalty of $25,000 per day for each
violation.

         In November 1996, IDEM and the U.S. Department of Interior informed the
Company and 15 other companies of their intent to perform a National Resource
Damage Assessment of the Grand Calumet River System. Each of the 16 entities was
asked to contribute an unspecified amount of funding for the study. The
government has not provided any cost estimate or schedule for implementation of
the study. The Company is unable to predict what, if any, action might be
recommended or required as a result of this study or what the potential cost to
the Company of such action might be.

         State of Illinois. After notifying the Illinois EPA ("IEPA") of
hazardous wastes discovered at an area of the ore yard at LTV Steel's Chicago
plant, LTV submitted to IEPA a remedial plan for clean-up. The cost of the plan,
now being reviewed by IEPA, is expected to be immaterial.

Joint Plan

         Remaining Proceedings Relating to Status of Claims. Aetna Casualty and
Surety Company ("Aetna") filed 10 appeals to the U.S. District Court for the
Southern District of New York ("District Court") from various orders of the U.S.
Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"),
including the order confirming the Joint Plan. In some of these appeals, Aetna
sought priority for certain of its claims that were classified as general
unsecured claims under the Joint Plan, and, if Aetna had prevailed on these
appeals, Aetna would have sought cash payments for various claims that (i) were
disallowed by the Bankruptcy Court or (ii) have received distributions of
non-cash consideration (including stock, warrants and contingent value rights)
in accordance with the Joint Plan. In January 1995, the District Court affirmed
the Bankruptcy Court's decision denying administrative or 




                                      -14-
<PAGE>   16



excise tax priority to Aetna's claims based upon certain bonds totaling
approximately $38 million of its aggregate $45 million of claims. Aetna appealed
such decision to the U.S. Court of Appeals for the Second Circuit, which
affirmed the District Court decision in July 1996. The time during which Aetna
could have sought a further review of the decision by the U.S. Supreme Court has
expired. Three matters on appeal are still pending. The U.S. Court of Appeals
for the Second Circuit reversed in September 1996 the prior decisions of two
lower courts and held that Aetna had a right to recover from LTV in the Chapter
11 proceedings amounts that Aetna had paid out for black lung benefits pursuant
to a surety bond. A motion for rehearing on this issue before the Second 
Circuit was denied in February 1997. This claim for recovery is estimated to
aggregate approximately $3 million. The U.S. District Court reversed an order
and remanded to Bankruptcy Court to determine the discount rate to use to
determine the amount of Aetna's claims after discounting to the Bankruptcy
Filing Date. Unless reversed on appeal, Aetna will have to return to LTV the
difference in the amount Aetna has received in distribution on its general
unsecured claims and the discounted amount, which may be approximately $4
million. In addition to what it has already received, if Aetna were ultimately
to prevail in all of the remaining matters still on appeal, Aetna would seek
payments, in addition to what it has already received, of approximately $8
million.

Aerospace-Related Litigation

         Thomson Litigation. In August 1992, the Company filed suit against
Thomson CSF, S.A. ("Thomson"), in the Bankruptcy Court alleging that Thomson
breached its promise to pay the Company $20 million in the event that Thomson
was unable to purchase the missiles division from the Company by July 31, 1992
for reasons relating directly or indirectly to Thomson's failure to obtain
certain U.S. government authorizations to purchase and operate such division.
Thomson denied the allegations and countersued for damages of not less than $250
million plus costs, expenses and attorneys fees, alleging that the Company
breached the contract of sale for the missiles division by failing to use
"reasonable efforts" to assist Thomson in obtaining the necessary government
approvals. Thomson also claimed the Company breached express and implied
warranties under the purchase agreement by failing to disclose accurate
information regarding certain security requirements for missiles division
contracts and thereby fraudulently induced Thomson to enter into such agreement.
The counterclaims also sought an order declaring that Thomson was not obligated
to pay the Company the $20 million reverse break-up fee. In June 1993, the
Bankruptcy Court granted the Company's motion for summary judgment as to
Thomson's claims of breach of express and implied warranties and fraud. In
September 1995, the Bankruptcy Court ruled following a trial that Thomson had
breached its promise to pay the Company $20 million as a result of Thomson's
inability to complete the purchase of the Company's missiles division by July
31, 1992 and that the Company had not breached the contract with Thomson by
failing to use "reasonable efforts" to assist Thomson in obtaining the necessary
government approvals. Thomson appealed the rulings to the U.S. District Court
for the Southern District of New York and provided security for the monetary
judgment, including allowed interest (estimated to aggregate approximately $8
million as of year-end 1996), pending a final resolution of the litigation. In
July 1996, the District Court affirmed the ruling of the Bankruptcy Court, and
this ruling was appealed further by Thomson to the U.S. Court of Appeals for the
Second Circuit. In connection with the Joint Plan, the Company has provided a
guarantee to contribute to an aerospace creditor trust up to $10 million
following a final judgment in this lawsuit. The Company proposes to use the
proceeds from this lawsuit to satisfy this obligation. In the event the proceeds
from this litigation are less than $10 million, the Company will be required to
make a payment to the trust in the amount necessary to make up any difference.
The aerospace creditors trust is also entitled to half of all allowed interest
on any judgment against Thomson in favor of the Company.

Patent Litigation

         In July 1991, Inland Steel Company ("Inland") filed an action against
LTV Steel and another domestic steel producer in the U.S. District Court for the
Northern District of Illinois, Eastern Division, 




                                      -15-
<PAGE>   17



alleging defendants infringed two of Inland's steel-related patents. Inland
seeks monetary damages of up to approximately $600 million and an injunction
against future infringement. LTV Steel in its answer and counterclaim alleges
the patents are invalid and not infringed and seeks a declaratory judgment to
such effect. In May 1993, at a jury trial, LTV Steel was found to have infringed
the patents. The District Court proceeding on the validity of the patents has
been stayed informally pending the conclusion of proceedings in the U.S. Patent
Office described below, and the decision on infringement is not appealable until
the validity issue is tried. In July 1993, the U.S. Patent Office rejected the
claims of the two Inland patents upon a reexamination at the request of LTV
Steel and another domestic steel producer, in essence concluding that the
patents should not have been granted and are invalid. Inland filed a response
which sought to have the U.S. Patent Office reverse its decision; however, in
July 1994, the U.S. Patent Office affirmed its decision. Inland is entitled to a
hearing before the Patent Office Board of Appeals, and any decision by the Board
of Appeals would be subject to a federal judicial appeal.

Kawasaki Litigation

      In March 1996, Kawasaki Steel Corporation ("Kawasaki") filed an action in
the U.S. District Court for the Northern District of Ohio, Eastern Division,
alleging that the continuous annealing line at the Cleveland Works of LTV Steel
infringes five patents owned by Kawasaki. The action (currently in the discovery
phase) seeks to enjoin LTV Steel from future infringement of the patents and
unspecified damages (which Kawasaki alleges are substantial in amount), interest
and costs for the alleged prior infringement of the patents.

Asbestos-Related Litigation

         During 1994, individuals filed 54 separate asbestos-related lawsuits in
the U.S. District Court for the Northern District of Ohio against a past
affiliate of LTV and approximately 100 other companies. Each plaintiff claims to
have suffered bodily harm as a result of exposure to asbestos fibers while
sailing on ships owned by such affiliate of LTV and alleges unspecified damages
in excess of $50,000. In November 1994, the Company commenced a proceeding in
the Bankruptcy Court seeking, among other things, a judgment declaring all such
claims to be permanently barred as a result of the Company's bankruptcy
proceedings which were concluded in June 1993.  

     Also, in February 1997, a purported class action was filed in the Court of
Common Pleas, Cuyahoga County, Ohio by four individual representatives against
LTV Steel and more than fifty other companies on behalf of a large class of
individuals who allegedly were exposed to asbestos since 1950. LTV Steel's
liability, if any, allegedly arises as an owner of property where exposure to
asbestos occurred. Plaintiffs seek unspecified monetary damages and a fund to 
pay for the costs of medical monitoring of class members.  A hearing on 
certification of the suit as a class action is scheduled for July 1997.

Other

     Also in 1996, LTV Steel filed an action in the U.S. Court of Federal Claims
seeking recovery of approximately $25 million in Federal Insurance Contribution
Act ("FICA") and Federal Unemployment Tax Act ("FUTA") taxes which were paid by
LTV Steel to the U.S. government during the period 1987 through 1993 in
connection with certain pension make-up payments made to certain hourly and
salaried retirees. The Company's position is that these pension payments are not
subject to FICA and FUTA taxes.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.




                                      -16-
<PAGE>   18


                                     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 56, "Quarterly Financial Information" on page 57 and "Liquidity
and Financial Resources" on page 33 of the 1996 Annual Report to Shareholders
are incorporated herein by reference.

STOCK REPURCHASE PLAN

     In January 1997, the Board of Directors authorized a stock repurchase plan,
whereunder the Company would purchase from time to time in the open market up to
$75 million of the outstanding shares of Common Stock of the Company.

BY-LAW AMENDMENTS:
ADVANCE STOCKHOLDER NOTICE REQUIREMENTS AND OTHER PROVISIONS

     In 1996, LTV adopted amendments to its By-Laws intended to promote the
efficient functioning of its annual meetings. The amendments confirm LTV's right
to determine the time, place and conduct of stockholder meetings, require
advance notice by mail or delivery to LTV of stockholder proposals or director
nominations for annual meetings and require persons wishing to conduct a
solicitation of written consents of stockholders or to call a special meeting of
stockholders to apply to the Board of Directors to set a record date for the
consent solicitation or to determine whether the requisite number of
stockholders desire to call a special meeting.

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

     In December 1996, LTV's Board of Directors selected April 22, 1997 as the
Tentative Meeting Date for the next annual meeting of stockholders. The Company
has now finalized the date of the meeting as April 24, 1997. The change does
not, however, change the previously announced time periods for notice of
stockholder proposals or director nominations. Stockholders who intend to
propose business for consideration or to nominate persons for election as
directors at the 1997 annual meeting must provide notice and the required
information to LTV no earlier than January 22, 1997 and no later than February
21, 1997.

REQUIRED APPROVAL FOR CERTAIN PURCHASES OF
COMMON STOCK AND SERIES A WARRANTS

     For the purpose of preserving LTV's ability to utilize certain favorable
tax attributes, Article Ninth of LTV's Restated Certificate of Incorporation
prohibits, with certain limited exceptions, any unapproved acquisition of Common
Stock or Series A Warrants that would cause the ownership interest percentage of
the acquirer or any other person to increase to 4.5% or above. A person's
ownership interest percentage for purposes of Article Ninth is determined by
reference to specified federal income tax principles, including attribution of
shares from certain related parties, deemed exercise of rights to acquire stock
(such as the Company's Series A Warrants) and aggregation of shares purchased by
persons acting in concert. PURCHASES OF COMMON STOCK OR SERIES A WARRANTS FROM
ANY PERSON OTHER THAN THE COMPANY ARE SUBJECT TO THE LIMITATIONS IMPOSED BY
ARTICLE NINTH, AND ANY UNAPPROVED PURCHASE IN EXCESS OF THE AMOUNTS PERMITTED BY
ARTICLE NINTH WILL BE VOID AB INITIO. A PROSPECTIVE PURCHASER OF COMMON STOCK OR
SERIES A WARRANTS WHO BELIEVES THAT IT MAY BE SUBJECT TO THE LIMITATIONS IMPOSED
BY ARTICLE NINTH SHOULD 




                                      -17-
<PAGE>   19



CONSULT WITH THEIR ADVISORS OR LTV IN ADVANCE OF ACQUIRING SUCH SECURITIES TO
DETERMINE IF ADVANCE APPROVAL MUST BE OBTAINED FROM LTV'S BOARD OF DIRECTORS.

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

ITEM 6. SELECTED FINANCIAL DATA.

      "Five Year Financial Summary" on page 56 of the 1996 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 30 through 37 of the 1996
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 57 of the 1996 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 1997 Annual Meeting of Stockholders, which LTV plans to
file with the Commission in final form in early 1997, is incorporated herein by
reference. Information relating to the executive officers of LTV is included in
"Item 1.
Business-Executive Officers of the Registrant."


ITEM 11. EXECUTIVE COMPENSATION.

     Information relating to management remuneration and transactions included
in LTV's Annual Proxy Statement for the 1997 Annual Meeting of Stockholders,
which LTV plans to file with the Commission in final form in early 1997, is
incorporated herein by reference.




                                      -18-
<PAGE>   20


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     Information relating to ownership of LTV stock by the directors and
officers of LTV and owners of more than 5% of any class of LTV stock to be
included in LTV's Annual Proxy Statement for the 1997 Annual Meeting of
Stockholders, which LTV plans to file with the Commission in final form in early
1997, is incorporated herein by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Information relating to certain relationships and related transactions to
be included in LTV's Annual Proxy Statement for the 1997 Annual Meeting of
Stockholders, which LTV plans to file with the Commission in final form in early
1997, is incorporated herein by reference.


                                     PART IV

ITEM 14. 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.



                                      -19-
<PAGE>   21


     (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.

<TABLE>
<S>                             <C>
         (2)-(1)                -   The LTV Second Modified Joint Plan of  Reorganization  (incorporated  herein by
                                    reference to Exhibit  (28)(a)-(3)  to LTV's Annual  Report on Form 10-K for the
                                    Fiscal  Year  ended   December 31,   1992,  filed  with  the  Commission  (File
                                    No. 1-4368) on March 31, 1993)

         (2)-(2)                -   Confirmation  Order of the  United  States  Bankruptcy  Court for the  Southern
                                    District  of New York  entered  on  May 27,  1993,  confirming  the LTV  Second
                                    Modified  Joint Plan of  Reorganization  (which  includes,  as Exhibit C to the
                                    Confirmation  Order,  amendments  to the  LTV  Second  Modified  Joint  Plan of
                                    Reorganization)  (incorporated  herein by  reference to  Exhibit 2(2)  to LTV's
                                    Current  Report on Form 8-K,  filed with the  Commission  (File  No. 1-4368) on
                                    June 7, 1993)

         (3)-(1)                -   Restated Certificate of Incorporation of LTV dated June 28,  1993 (incorporated
                                    herein by reference to Exhibit 3.1 to LTV's Registration  Statement on Form S-1
                                    [Registration No. 33-50217])

         (3)-(2)                -   Certificate of Designations for Series B Preferred Stock  (incorporated  herein
                                    by reference to Exhibit 4 to SMI America, Inc.'s 13D Filing)

         (3)-(3)                -   Amendments to LTV's By-Laws  adopted on October 25, 1996  (incorporated  herein
                                    by  reference  to Exhibit  (3)-(1) to LTV's Report on Form 10-Q for the quarter
                                    ended September 30, 1996)

         (10)-(1)               -   LTV Executive Benefit Plan as amended and restated  effective  January 1,  1985
                                    (incorporated  herein by  reference to  Exhibit (10)(c)-(2)  to LTV's Report on
                                    Form 10-K for the year ended December 31, 1985)

         (10)-(2)               -   Amendment   to  LTV   Executive   Benefit  Plan   adopted   November 20,   1987
                                    (incorporated  herein by  reference to  Exhibit (10)(c)-(3)  to LTV's Report on
                                    Form 10-K for the year ended December 31, 1987)

         (10)-(3)               -   LTV Excess  Benefit Plan dated as of January 1,  1985  (incorporated  herein by
                                    reference  to  Exhibit  (10)(c)-(5)  to LTV's  Report on Form 10-K for the year
                                    ended December 31, 1984)

         (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)
</TABLE>


                                      -20-

<PAGE>   22


<TABLE>
<S>                             <C>
         (10)-(5)               -   Assignment,  Pledge and Security  Agreement  dated as of June 28,  1993 between
                                    LTV Steel  Company,  Inc.  and the PBGC  (incorporated  herein by  reference to
                                    Exhibit 10.11 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993)

         (10)-(6)               -   Securities  Purchase  Agreement dated as of May 26,  1993 by and among LTV, LTV
                                    Steel Company, Inc. and SMI America, Inc.  (incorporated herein by reference to
                                    Exhibit 2 to SMI America, Inc.'s 13D Filing)

         (10)-(7)               -   Common Stock  Registration  Rights  Agreement dated as of June 28,  1993 by and
                                    between  LTV and  SMI  America,  Inc.  (incorporated  herein  by  reference  to
                                    Exhibit 5 to SMI America, Inc.'s 13D Filing)

         (10)-(8)               -   Consultation and Management  Participation  Agreement dated as of June 28, 1993
                                    between  LTV and  Sumitomo  Metal  Industries,  Ltd.  (incorporated  herein  by
                                    reference to Exhibit 6 to SMI America, Inc.'s 13D Filing)

         (10)-(9)               -   L-S Exchange  Right and  Security  Agreement  dated as of June 28,  1993 by and
                                    among LTV/EGL Holding  Company,  Sumikin EGL Corp.,  LTV, SMI America Inc., and
                                    Sumitomo Metal USA Corporation  (incorporated  herein by reference to Exhibit 7
                                    to SMI America, Inc.'s 13D Filing)

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

         (10)-(11)              -   Subsidiary   Guaranty   dated  as  of  October  12,  1994  by  Georgia   Tubing
                                    Corporation,   Youngstown  Erie  Corporation,  Erie B  Corporation  and  Erie I
                                    Corporation   for  the   benefit  of  BT   Commercial   Corporation   as  agent
                                    (incorporated  herein by reference to Exhibit (10)-(13) to LTV's Report on Form
                                    10-Q for the quarter ended September 30, 1994)

         (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)
</TABLE>




                                      -21-
<PAGE>   23




<TABLE>
<S>                             <C>
         (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)

         (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)
</TABLE>




                                      -22-
<PAGE>   24


<TABLE>
<S>                             <C>
         (10)-(22)              -   Accession  Agreement  dated as of  October  12,  1994  among LTV Sales  Finance
                                    Company, the financial  institutions listed on the signature pages thereof, the
                                    issuing bank named  thereon,  and Bankers Trust  Company as facility  agent and
                                    collateral  agent  (incorporated  herein by reference  to Exhibit  (10)-(24) to
                                    LTV's Report on Form 10-Q for the quarter ended September 30, 1994)

         (10)-(23)              -   Trust  Termination  Acknowledgment  and  Agreement,  dated  October  12,  1994,
                                    between LTV Sales Finance  Company and Wilmington  Trust Company  (incorporated
                                    herein by reference  to Exhibit  (10)-(25) to LTV's Report on Form 10-Q for the
                                    quarter ended September 30, 1994)

         (10)-(24)              -   Assignment  and  Transfer  Agreement,  dated as of  October  12,  1994,  by and
                                    between  LTV  Master   Receivables   Trust  and  LTV  Sales   Finance   Company
                                    (incorporated  herein by reference to Exhibit (10)-(26) to LTV's Report on Form
                                    10-Q for the quarter ended September 30, 1994)

         (10)-(25)              -   Collateral  Trust  Agreement  dated as of May 25,  1993  among  LTV,  LTV Steel
                                    Company,  Inc., United Steelworkers of America and Bank One Ohio Trust Company,
                                    NA, as Collateral  Trustee  (incorporated  herein by reference to Exhibit 10.33
                                    to LTV's Report on Form 10-Q for the quarter ended June 30, 1993)

         (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])
</TABLE>



                                      -23-
<PAGE>   25



<TABLE>
<S>                             <C>
         (10)-(31)              -   Settlement  Agreement and Stipulated  Order on behalf of the State of Minnesota
                                    approved by the Court on May 19,  1993  (incorporated  herein by  reference  to
                                    Exhibit 10.39 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993)

         (10)-(32)              -   Settlement  Agreement and Stipulated Order on behalf of the State of Indiana on
                                    behalf of the Indiana  Department of Environmental  Management  approved by the
                                    Court on May 24,  1993  (incorporated  herein by reference to Exhibit  10.40 to
                                    LTV's Report on Form 10-Q for the quarter ended June 30, 1993)

         (10)-(33)              -   Settlement  Agreement and  Stipulated  Order on behalf of the State of New York
                                    and approved by the Court on May 24, 1993 (incorporated  herein by reference to
                                    Exhibit 10.42 to LTV's Report on Form 10-Q for the quarter ended June 30, 1993)

         (10)-(34)              -   Settlement   Agreement  and  Stipulated   Order  on  behalf  of  the  State  of
                                    Connecticut and approved by the Court on May 19,  1993 (incorporated  herein by
                                    reference to Exhibit  10.43 to LTV's Report on Form 10-Q for the quarter  ended
                                    June 30, 1993)

         (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])
</TABLE>



                                      -24-
<PAGE>   26



<TABLE>
<S>                             <C>
         (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])

         (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])
</TABLE>




                                      -25-
<PAGE>   27


<TABLE>
<S>                             <C>
         (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)

         (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)
</TABLE>



                                      -26-
<PAGE>   28



<TABLE>
<S>                             <C>
         (10)-(58)              -   The LTV Corporation Amended and Restated Non-Employee Directors' Equity 
                                    Compensation Plan adopted on November 22, 1996 (filed herewith)

         (10)-(59)              -   The LTV Corporation Amended and Restated Non-Employee Directors' Deferred
                                    Compensation Plan adopted on November 22, 1996 (filed herewith)

         (10)-(60)              -   The LTV Corporation  Amended and Restated Executive Deferred  Compensation Plan
                                    adopted on October 25, 1996 (filed herewith)

         (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 (filed herewith)

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

         (13)                   -   Portions  of the 1996  Annual  Report to  Shareholders  incorporated  into this
                                    Report by reference (filed herewith)

         (21)                   -   List of subsidiaries (filed herewith)

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

         (27)                   -   Financial Data Schedule (filed herewith)
</TABLE>




                                      -27-
<PAGE>   29



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in Palm
Beach, Florida, as of the 28th day of February 1997.

                                              THE LTV CORPORATION


                                              By  /s/   Glenn J. Moran
                                                  ------------------------------
                                                       (Glenn J. Moran)



      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
         Signature                              Title                                       Date
         ---------                              -----                                       ----

<S>                                         <C>                                         <C>
/s/ DAVID H. HOAG                           Chairman of the Board, President            February 28, 1997
------------------------------------        Chief Executive Officer and Director   
    (David H. Hoag)                         (Principal Executive Officer)          



/s/ ARTHUR W. HUGE                          Senior Vice President and Chief             February 28, 1997
------------------------------------            Financial Officer               
    (Arthur W. Huge)                        (Principal Financial Officer and 
                                             Principal Accounting Officer)  
                                            



/s/ GEORGE T. HENNING                       Vice President and Controller               February 28, 1997
------------------------------------
    (George T. Henning)



/s/ EDGAR L. BALL                           Director                                    February 28, 1997
------------------------------------
    (Edgar L. Ball)



/s/ DR. COLIN C. BLAYDON                    Director                                    February 28, 1997
------------------------
    (Dr. Colin C. Blaydon)



/s/ WILLIAM H. BRICKER                      Director                                    February 28, 1997
------------------------------------
    (William H. Bricker)
</TABLE>



                                      -28-
<PAGE>   30


<TABLE>
<CAPTION>
         Signature                  Title                                       Date
         ---------                  -----                                       ----

<S>                                 <C>                                         <C>
/s/ JOHN C. EVANS                   Director                                    February 28, 1997
-----------------------------
    (John C. Evans)



/s/ JOHN E. JACOB                   Director                                    February 28, 1997
-----------------------------
    (John E. Jacob)



/s/ EDWARD C. JOULLIAN III          Director                                    February 28, 1997
-----------------------------
    (Edward C. Joullian III)



/s/ M. THOMAS MOORE                 Director                                    February 28, 1997
-----------------------------
    (M. Thomas Moore)



/s/ HAROLD A. POLING                Director                                    February 28, 1997
-----------------------------
    (Harold A. Poling)



/s/ VINCENT A. SARNI                Director                                    February 28, 1997
-----------------------------
    (Vincent A. Sarni)



/s/ SAMUEL K. SKINNER               Director                                    February 28, 1997
-----------------------------
    (Samuel K. Skinner)



/s/ DR. PAUL G. STERN               Director                                    February 28, 1997
-----------------------------
    (Dr. Paul G. Stern)



/s/ STEPHEN B. TIMBERS              Director                                    February 28, 1997
-----------------------------
    (Stephen B. Timbers)



/s/ FARAH M. WALTERS                Director                                    February 28, 1997
-----------------------------
     (Farah M. Walters)
</TABLE>



<PAGE>   31
                               THE LTV CORPORATION

                       FORM 10-K - ITEM 14 (a)(1) and (2)
                    LIST OF CONSOLIDATED FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULES

         The following is a listing of the consolidated financial statements
which are incorporated herein by reference. The consolidated financial
statements of LTV and subsidiaries and Ernst & Young LLP's report thereon,
included in the 1996 Annual Report to Shareholders, are incorporated herein by
reference in Item 8. With the exception of the pages listed in this index and
the pages listed in Items 5, 6, 7 and 8, the 1996 Annual Report to Shareholders
is not deemed to be filed as part of this Form 10-K.

                                                                 Reference Page
                                                                 --------------
                                                                   1996 Annual
                                                                    Report to
                                                                  Shareholders
                                                                  Incorporated
                                                                  by Reference
                                                                  ------------

Report of Ernst & Young LLP, independent auditors................     55
At December 31, 1996 and 1995:
     Consolidated balance sheet..................................     40
For the years ended December 31, 1996, 1995 and 1994:
     Consolidated statement of income............................     38
     Consolidated statement of cash flows........................     39
For the years ended December 31, 1996, 1995 and 1994:
     Consolidated statement of shareholders' equity..............     42
Notes to consolidated financial statements.......................     43


         All schedules for which provision is made in the applicable regulation
of the Securities and Exchange Commission have been omitted as the schedules are
not required under the related instructions, are inapplicable, or the
information required thereby is set forth in the financial statements or the
notes thereto.


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