<PAGE>   1




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For quarter ended March 31, 1998               Commission File No. 1-4368




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


                 Delaware                                   75-1070950
      (State or other jurisdiction of                      (IRS Employer
      incorporation or organization)                    Identification No.)

             200 Public Square                              44114-2308
              Cleveland, Ohio                               (Zip Code)

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



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                  Yes   X      No
                                                      -----       -----


Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

                                             99,834,447 shares of common stock
                                                    (as of March 31, 1998)


<PAGE>   2


                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                               THE LTV CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      (in millions, except per share data)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                              Three Months Ended
                                                   March 31,
                                             ---------------------
                                               1998          1997
                                             -------       -------
<S>                                          <C>           <C>    
SALES                                        $ 1,127       $ 1,072

Costs and expenses:
    Cost of products sold                        985           931
    Depreciation and amortization                 65            68
    Selling, general and administrative           45            37
    Results of affiliates' operations              9             -
    Net interest and other income                 (9)           (9)
                                             -------       -------
       Total                                   1,095         1,027
                                             -------       -------

INCOME BEFORE INCOME TAXES                        32            45

Income tax provision:
    Taxes payable                                  2             2
    Taxes not payable in cash                     11            16
                                             -------       -------
       Total                                      13            18
                                             -------       -------

NET INCOME                                   $    19       $    27
                                             =======       =======


Earnings per share:
    Basic                                    $  0.19       $  0.25
                                             =======       =======
    Dilutive                                 $  0.19       $  0.25
                                             =======       =======


Cash dividends per common share              $  0.03       $  0.03
                                             =======       =======
</TABLE>

See notes to consolidated financial statements.


                                      I-1
<PAGE>   3


                               THE LTV CORPORATION
                           CONSOLIDATED BALANCE SHEET
                      (in millions, except per share data)


<TABLE>
<CAPTION>
                                                                         March 31,   December 31,
                                                                           1998         1997
                                                                        -----------  ------------
<S>                                                                      <C>           <C>    
ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                            $   161       $   160
    Marketable securities                                                    346           360
                                                                         -------       -------
          Total cash and marketable securities                               507           520
    Receivables, less allowance for doubtful accounts                        479           470
    Inventories:
       Products                                                              656           656
       Materials, purchased parts and supplies                               219           246
                                                                         -------       -------
          Total inventories                                                  875           902
    Prepaid expenses, deposits and other                                      17            12
                                                                         -------       -------
          Total current assets                                             1,878         1,904
                                                                         -------       -------
INVESTMENTS IN AFFILIATES                                                    323           312
OTHER NONCURRENT ASSETS                                                      190           169
PROPERTY, PLANT AND EQUIPMENT                                              4,162         4,096
    Allowance for depreciation                                              (992)         (935)
                                                                         -------       -------
          Total property, plant and equipment                              3,170         3,161
                                                                         -------       -------
                                                                         $ 5,561       $ 5,546
                                                                         =======       =======


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable                                                     $   344       $   354
    Accrued employee compensation and benefits                               368           365
    Other accrued liabilities                                                227           219
                                                                         -------       -------
          Total current liabilities                                          939           938
                                                                         -------       -------
NONCURRENT LIABILITIES
    Long-term debt                                                           360           355
    Postemployment health care and other insurance benefits                1,565         1,570
    Pension benefits                                                         548           548
    Other                                                                    446           459
                                                                         -------       -------
          Total noncurrent liabilities                                     2,919         2,932
                                                                         -------       -------
SHAREHOLDERS' EQUITY
    Convertible preferred stock (aggregate liquidation value $50.0)            1             1
    Common stock (par value $0.50 per share)                                  53            53
    Additional paid-in capital                                             1,043         1,032
    Retained earnings                                                        677           661
    Treasury stock (5 million shares at cost)                                (68)          (68)
    Accumulated other comprehensive loss and other                            (3)           (3)
                                                                         -------       -------
          Total shareholders' equity                                       1,703         1,676
                                                                         -------       -------
                                                                         $ 5,561       $ 5,546
                                                                         =======       =======
</TABLE>



See notes to consolidated financial statements.


                                      I-2
<PAGE>   4


                               THE LTV CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (in millions)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         March 31,
                                                                             -------------------------------
                                                                                1998                  1997
                                                                             ---------             ---------
<S>                                                                          <C>                   <C>      
OPERATING ACTIVITIES
    Net income                                                               $      19             $      27
    Adjustments to reconcile net income to net cash
       provided by operating activities:
       Noncash losses of affiliates                                                  9                     -
       Depreciation and amortization                                                65                    68
       Income tax provision not payable in cash                                     11                    16
       Defined benefit pension expense                                               1                    11
       Postemployment benefit payments more than related expense                    (5)                    -
       Changes in assets, liabilities and other                                    (13)                  (60)
                                                                             ---------             ---------
          Net cash provided by operating activities                                 87                    62
                                                                             ---------             ---------

INVESTING ACTIVITIES
    Capital expenditures                                                           (73)                  (59)
    Investment in steel-related businesses                                         (33)                  (10)
    Net sales of marketable securities                                              14                    85
    Other                                                                            -                     2
                                                                             ---------             ---------
          Net cash (used in) provided by investing activities                      (92)                   18
                                                                             ---------             ---------

FINANCING ACTIVITIES
    Borrowings                                                                      11                     -
    Dividends paid                                                                  (4)                   (5)
    Share repurchases and other                                                     (1)                  (10)
                                                                             ---------             ---------
          Net cash provided by (used in) financing activities                        6                   (15)
                                                                             ---------             ---------
Net increase in cash and cash equivalents                                            1                    65
Cash and cash equivalents at beginning of period                                   160                   107
                                                                             ---------             ---------
Cash and cash equivalents at end of period                                   $     161             $     172
                                                                             =========             =========


Supplemental cash flow information is presented as follows:
    Interest payments                                                        $       1             $       1
    Income tax payments                                                              2                     1
    Capitalized interest                                                             8                     4
    Purchases of marketable securities                                           1,057                   749
    Sales and maturities of marketable securities                                1,071                   837
</TABLE>




See notes to consolidated financial statements.


                                      I-3
<PAGE>   5


                               THE LTV CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1998



NOTE (1) - The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. All adjustments that are, in the opinion of
management, necessary for a fair presentation have been made and are of a
recurring nature unless otherwise disclosed herein. Certain prior period amounts
have been reclassified to conform with the current period presentation. The
results of operations for the interim periods are not necessarily indicative of
results of operations for a full year. For further information, refer to the
consolidated financial statements and the notes thereto for the year ended
December 31, 1997 included in the LTV Annual Report to Shareholders incorporated
by reference into the 1997 Annual Report on Form 10-K filed with the Securities
and Exchange Commission.

NOTE (2) - On February 28, 1998, the Company ceased operations at the Pittsburgh
coke plant and began the closure process. LTV established reserves for the cost
of the closure and clean-up in the third quarter of 1997.

NOTE (3) - LTV Steel entered into a new $250 million five-year credit facility
("Inventory Facility"), replacing the existing $150 million Letter of Credit
Facility effective as of March 1, 1998. The Inventory Facility, secured by
essentially all of the Company's inventory through a special purpose entity,
permits borrowings of up to $250 million for working capital and general
corporate purposes, $150 million of which may be used to issue letters of
credit. Interest will accrue at the Company's option of either the Chase
Manhattan Bank's base rate or 1% above LIBOR rates. At March 31, 1998, there
were no outstanding borrowings against the Inventory Facility, and letters of
credit totaling $69 million were outstanding under this facility. The borrower
under the Inventory Facility is LTV Steel Products, L.L.C., a consolidated
structured finance special purpose entity wholly owned by LTV Steel, which
purchases and pledges essentially all of the inventory generated by LTV Steel.
The creditors of LTV Steel Products, L.L.C. have a claim on the assets of that
Company prior to those assets becoming available to other creditors of LTV or
its affiliates.

NOTE (4) - At March 31, 1998, accumulated other comprehensive loss included in
the balance sheet amounted to $3 million with no material changes since December
31, 1997. The accumulated other comprehensive loss at March 31, 1997 was $12
million, with no material changes since December 31, 1996.

NOTE (5) - VP Buildings has secured a $3 million, ten-year, 7.25% mortgage on
its headquarters building located in Memphis, Tennessee, effective April 1, 1998
with principal and interest payments due monthly. Additionally, VP Buildings
borrowed $8 million on a short-term basis under its $20 million demand facility
at a rate of 6.4%.


                                      I-4
<PAGE>   6



NOTE (6) - The following is a summary of the financial information related to VP
Buildings, which was acquired on July 2, 1997, for the first quarter 1998 (in
millions):

<TABLE>
<CAPTION>
Results of operations                                    1998
                                                      ---------

<S>                                                   <C>      
     Net sales                                        $      72
     Costs and expenses                                      71
                                                      ---------
     Pretax income                                    $       1
                                                      =========

     Total assets                                     $     254
     Capital expenditures                                     3
</TABLE>

NOTE (7) - The Company has a 50% interest, accounted for under the equity
method, in an unconsolidated joint venture, Trico Steel Company, L.L.C. ("Trico
Steel"), which began commercial operations in April 1997. Included in LTV's
consolidated results is a pretax loss of $9 million representing the Company's
share of Trico Steel operating results. The following is a summary of the
financial information related to Trico Steel (in millions):

<TABLE>
<CAPTION>
Results of operations                                    1998
                                                      ---------

<S>                                                   <C>      
     Net sales                                        $      80
     Costs and expenses                                      98
                                                      ---------
         Pretax loss                                  $     (18)
                                                      =========

Financial Position at March 31, 1998
     Current assets                                   $      96
     Noncurrent assets                                      530
     Current liabilities                                    (43)
     Noncurrent liabilities                                (273)
                                                      ---------
         Net assets                                   $     310
                                                      =========
</TABLE>


                                      I-5
<PAGE>   7



NOTE (8) - LTV's wholly-owned subsidiary, LTV Steel Company, Inc., has fully and
unconditionally guaranteed the Company's obligation to pay principal, premium,
if any, and interest with respect to the Senior Notes due September 2007. The
following supplemental consolidating condensed financial statements of The LTV
Corporation present: the balance sheets as of March 31, 1998 and December 31,
1997; statements of operations for the three months ended March 31, 1998 and
1997; and statements of cash flows for the three months ended March 31, 1998 and
1997. The LTV Corporation (Parent), LTV Steel Company, Inc. (Guarantor) and the
combined Non-Guarantor Subsidiaries' investments in subsidiaries are accounted
for using the equity method. Necessary elimination entries have been made to
consolidate the Parent and all of its subsidiaries.

Consolidating Condensed Balance Sheet
(in millions)

<TABLE>
<CAPTION>
                                                                                    March 31, 1998
                                                             ----------------------------------------------------------------
                                                                                    Non-Guarantor
                                                             Parent      Guarantor   Subsidiaries  Eliminations  Consolidated
                                                             ------      ---------   ------------  ------------  ------------

<S>                                                          <C>          <C>           <C>           <C>           <C>    
Cash, cash equivalents and marketable securities             $   465      $   (19)      $    61       $     -       $   507
Receivables                                                        3          (21)          497             -           479
Inventories:
   Finished goods                                                  -            -           656             -           656
   Raw materials and supplies                                      -            -           219             -           219
Other current assets                                               3            8             6             -            17
                                                             -------      -------       -------       -------       -------
     Total current assets                                        471          (32)        1,439             -         1,878
Intercompany, net                                                 87        1,312        (1,399)            -             -
Investments and other noncurrent assets                        1,487          229           463        (1,666)          513
Property, plant and equipment, net                                 -        2,949           221             -         3,170
                                                             -------      -------       -------       -------       -------
       Total assets                                          $ 2,045      $ 4,458       $   724       $(1,666)      $ 5,561
                                                             =======      =======       =======       =======       =======

Total current liabilities                                    $    30      $   793       $   116       $     -       $   939
Long-term debt                                                   298           58             4             -           360
Postemployment health care and other insurance benefits            -        1,450           115             -         1,565
Pension benefits                                                   -          537            11             -           548
Other                                                             14          411            21             -           446
Shareholders' equity                                           1,703        1,209           457        (1,666)        1,703
                                                             -------      -------       -------       -------       -------
       Total liabilities and shareholders' equity            $ 2,045      $ 4,458       $   724       $(1,666)      $ 5,561
                                                             =======      =======       =======       =======       =======
</TABLE>

<TABLE>
<CAPTION>
                                                                                  December 31, 1997
                                                             ----------------------------------------------------------------
                                                                                    Non-Guarantor
                                                             Parent      Guarantor   Subsidiaries  Eliminations  Consolidated
                                                             ------      ---------   ------------  ------------  ------------


<S>                                                          <C>          <C>           <C>           <C>           <C>    
Cash, cash equivalents and marketable securities             $   467      $   (15)      $    68       $     -       $   520
Receivables                                                        4          (23)          489             -           470
Inventories:
   Finished goods                                                  -          650             6             -           656
   Raw materials and supplies                                      -          209            37             -           246
Other current assets                                               4            7             1             -            12
                                                             -------      -------       -------       -------       -------
     Total current assets                                        475          828           601             -         1,904
Intercompany, net                                                 83          475          (558)            -             -
Investments and other noncurrent assets                        1,470          186           432        (1,607)          481
Property, plant and equipment, net                                 -        2,939           222             -         3,161
                                                             -------      -------       -------       -------       -------
       Total assets                                          $ 2,028      $ 4,428       $   697       $(1,607)      $ 5,546
                                                             =======      =======       =======       =======       =======

Total current liabilities                                    $    37      $   776       $   125       $     -       $   938
Long-term debt                                                   298           57             -             -           355
Postemployment health care and other insurance benefits            -        1,458           112             -         1,570
Pension benefits                                                   -          538            10             -           548
Other                                                             17          419            23             -           459
Shareholders' equity                                           1,676        1,180           427        (1,607)        1,676
                                                             -------      -------       -------       -------       -------
       Total liabilities and shareholders' equity            $ 2,028      $ 4,428       $   697       $(1,607)      $ 5,546
                                                             =======      =======       =======       =======       =======
</TABLE>


                                      I-6
<PAGE>   8


Consolidating Condensed Statement of Operations
(in millions)

<TABLE>
<CAPTION>
                                                                 Three Months Ended March 31, 1998
                                                   ---------------------------------------------------------------------
                                                                            Non-Guarantor
                                                   Parent       Guarantor    Subsidiaries   Eliminations    Consolidated
                                                   ------       ---------    ------------   ------------    ------------

<S>                                               <C>            <C>             <C>            <C>            <C>    
Net sales                                         $    -         $   681         $  601         $  (155)       $ 1,127
Costs and expenses:
   Cost of products sold                               -             572            568            (155)           985
   Depreciation and amortization                       -              58              7               -             65
   Selling, general and administrative                 4              32              9               -             45
   Results of affiliates operations                  (29)             (4)             9              33              9
   Net interest and other                             (7)             (8)             6               -             (9)
                                                  ------         -------         ------         -------        -------
     Total                                           (32)            650            599            (122)         1,095
                                                  ------         -------         ------         -------        -------
Income before income taxes                            32              31              2             (33)            32
Income tax provision                                 (13)            (13)             -              13            (13)
                                                  ------         -------         ------         -------        -------
       Net income                                 $   19         $    18         $    2         $   (20)       $    19
                                                  ======         =======         ======         =======        =======
</TABLE>


<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31, 1997
                                                   ---------------------------------------------------------------------
                                                                            Non-Guarantor
                                                   Parent       Guarantor    Subsidiaries   Eliminations    Consolidated
                                                   ------       ---------    ------------   ------------    ------------

<S>                                               <C>            <C>             <C>            <C>            <C>    
Net sales                                         $    -         $ 1,010         $  236         $  (174)       $ 1,072
Costs and expenses:
   Cost of products sold                               -             886            219            (174)           931
   Depreciation and amortization                       -              64              4               -             68
   Selling, general and administrative                 3              30              4               -             37
   Results of affiliates operations                  (38)             (2)             -              40              -
   Net interest and other                            (10)              2             (1)              -             (9)
                                                  ------         -------         ------         -------        -------
     Total                                           (45)            980            226            (134)         1,027
                                                  ------         -------         ------         -------        -------
Income before income taxes                            45              30             10             (40)            45
Income tax provision                                 (18)            (12)            (4)             16            (18)
                                                  ------         -------         ------         -------        -------
       Net income                                 $   27         $    18         $    6         $   (24)       $    27
                                                  ======         =======         ======         =======        =======
</TABLE>


Consolidating Condensed Cash Flows Statement
(in millions)

<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31, 1998
                                                   ---------------------------------------------------------------------
                                                                            Non-Guarantor
                                                   Parent       Guarantor    Subsidiaries   Eliminations    Consolidated
                                                   ------       ---------    ------------   ------------    ------------

<S>                                               <C>            <C>             <C>            <C>            <C>    
Cash provided by operating activities             $    1         $    67         $   19         $     -        $    87
                                                  ------         -------         ------         -------        -------
Investing activities:
   Capital expenditures                                -             (70)            (3)              -            (73)
   Investment in affiliates                            -               -            (33)              -            (33)
   Net sales of marketable securities                 14               -              -               -             14
   Other                                               -               -              -               -              -
                                                  ------         -------         ------         -------        -------
     Net cash provided by (used in) investing 
       activities                                     14             (70)           (36)              -            (92)
                                                  ------         -------         ------         -------        -------

Financing activities:
   Proceeds from offering                              -               -             11               -             11
   Pension funding to restored plans                   -               -              -               -              -
   Dividends paid                                     (4)              -              -               -             (4)
   Share repurchases and other                        (1)              -              -               -             (1)
                                                  ------         -------         ------         -------        -------
     Net cash (used in) provided by 
       financing activities                           (5)              -             11               -              6
                                                  ------         -------         ------         -------        -------

Net increase (decrease) in cash and  cash 
  equivalents                                         10              (3)            (6)              -              1
Cash and cash equivalents at beginning of period     108             (16)            68               -            160
                                                  ------         -------         ------         -------        -------
Cash and cash equivalents at end of period        $  118         $   (19)        $   62         $     -        $   161
                                                  ======         =======         ======         =======        =======
</TABLE>



                                      I-7
<PAGE>   9


<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31, 1997
                                                  ----------------------------------------------------------------------
                                                                            Non-Guarantor
                                                  Parent        Guarantor    Subsidiaries    Eliminations   Consolidated
                                                  ------        ---------    ------------    ------------   ------------

<S>                                               <C>            <C>             <C>            <C>            <C>    
Cash provided by (used in) operating activities   $  (10)        $    51         $   21         $     -        $    62
                                                  ------         -------         ------         -------        -------
Investing activities:
   Capital expenditures                                -             (59)             -               -            (59)
   Investment in affiliates                            -               -            (10)              -            (10)
   Net sales of marketable securities                 85               -              -               -             85
   Other                                               -               1              1               -              2
                                                  ------         -------         ------         -------        -------
     Net cash provided by (used in) investing 
       activities                                     85             (58)            (9)              -             18
                                                  ------         -------         ------         -------        -------

Financing activities:
   Pension funding to restored plans                   -               -              -               -              -
   Share repurchases and other                       (10)              -              -               -            (10)
   Dividends paid                                     (5)              -              -               -             (5)
                                                  ------         -------         ------         -------        -------
     Net cash used in financing activities           (15)              -              -               -            (15)
                                                  ------         -------         ------         -------        -------
Net increase (decrease) in cash and cash 
  equivalents                                         60              (7)            12               -             65
Cash and cash equivalents at beginning of period      62             (15)            60               -            107
                                                  ------         -------         ------         -------        -------
Cash and cash equivalents at end of period        $  122         $   (22)        $   72         $     -        $   172
                                                  ======         =======         ======         =======        =======
</TABLE>



                                      I-8
<PAGE>   10


                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


RESULTS OF OPERATIONS - COMPARISON OF FIRST QUARTER 1998 AND 1997

Sales
-----

         Sales of $1,127 million in the first quarter of 1998 increased by $55
million (5%) from the first quarter of 1997. First quarter 1998 steel shipments
of 2.1 million tons increased by 15,000 tons (1%) from the first quarter of
1997. The overall sales increase in the first quarter of 1998 resulted from the
VP Buildings sales of $72 million included since its acquisition on July 2,
1997, partially offset by lower average steel selling prices of 2%.

Production and Costs
--------------------

         Raw steel production of 2.2 million tons in the first quarter of 1998
remained the same as the first quarter of 1997. The average operating rate (of
AISI defined capacity) at the Company's steelmaking facilities during the first
quarter of 1998 was 105% compared with 108% in 1997 due to an increase in the
AISI defined rated capacity of LTV steelmaking facilities.

         Cost of products sold as a percentage of sales increased 1% in the
first quarter of 1998 compared to the 1997 period. The increase is primarily due
to the lower average selling prices in the 1998 period, partially offset by
lower steel production costs.

Results of Affiliates Operations
--------------------------------

         Results of affiliates operations consist principally of LTV's share of
start-up operating losses from its 50% interest in Trico Steel Company, L.L.C.
("Trico"), which commenced commercial operations in the second quarter of 1997.
Trico continues to incur expenses in excess of revenues as part of its start-up
process.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's sources of liquidity include cash and cash equivalents,
marketable securities, cash from operations, amounts available under credit
facilities and other external sources of funds. Management believes that these
sources are sufficient to fund the current requirements of working capital,
capital expenditures, investments in steel-related businesses, pensions and
postemployment health care.

         During the first three months of 1998, cash provided by operating
activities amounted to $87 million. Major uses of cash during the first three
months of 1998 included capital expenditures of $73 million and $33 million
invested in steel-related businesses. Since December 31, 1997, total cash, cash
equivalents and marketable securities have decreased by $13 million to $507
million at March 31, 1998.


                                      I-9
<PAGE>   11


         LTV Steel entered into a new $250 million five-year credit facility
("Inventory Facility") replacing the existing $150 million Letter of Credit
Facility effective as of March 1, 1998. The new Inventory Facility, secured by
essentially all of the Company's inventory through a special purpose entity,
permits borrowings of up to $250 million for working capital and general
corporate purposes, $150 million of which may be used to issue letters of
credit. Interest will accrue at the Company's option of either the Chase
Manhattan Bank's base rate or 1% above LIBOR rates. At March 31, 1998 there were
no outstanding borrowings against the Inventory Facility, and letters of credit
totaling $69 million were outstanding under this facility.

         The Company's receivables credit facility permits borrowings of up to
$320 million for working capital requirements and general corporate purposes,
$100 million of which may be used to issue letters of credit. At March 31, 1998,
$320 million was permitted to be borrowed; however, no borrowings were
outstanding and letters of credit outstanding amounted to $36 million under this
facility.

         The Company's wholly owned subsidiary, VP Buildings, has a Secured
Demand Facility that expires August 1998 and is secured by the accounts
receivable of VP Buildings. The facility permits borrowings of up to $20 million
for working capital and general corporate purposes and for letters of credit. At
March 31, 1998, $20 million was permitted to be borrowed, with borrowings of $8
million outstanding under this facility at an interest rate of 6.4%.

         The Company's Senior Notes, long-term debt and credit facilities'
agreements contain various covenants that require the Company to maintain
certain financial ratios and amounts. These agreements, as well as the Company's
agreement with the Pension Benefit Guaranty Corporation (the "PBGC Agreement"),
place certain restrictions on payments of dividends, share repurchases, capital
expenditures, investments in subsidiaries and borrowings. Under the terms of the
most restrictive debt covenant, approximately $109 million of retained earnings
are available for common stock dividend payments at March, 1998. Substantially
all of the Company's receivables and inventories are pledged as collateral under
these debt agreements. The Company does not believe that the restrictions
contained in these financial and operating covenants will cause significant
limitations on its financial flexibility.

         Domestic steel producers face 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
intensity of foreign competition is substantially affected by the relative
strength of foreign economies and fluctuations in the value of the United States
dollar against foreign currencies.

         LTV also competes with other domestic integrated producers, some of
which have greater resources than the Company, and with minimills, 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 minimill producers to enter certain sectors of
the flat rolled market that have traditionally been supplied by integrated
producers, and other producers have announced their intention to do the same.
Industry experts estimate that current domestic raw steel production capacity
will be increased by more than 5% by the end of 2000 as new minimills, now under
construction, engage in start-up operations or begin operation.


                                      I-10
<PAGE>   12



         Many steel products face substantial competition from manufacturers of
other products, including plastics, aluminum, ceramics, glass, wood and
concrete.

         Joint ventures have in the past been one of the Company's primary means
for expanding its operations, and the Company expects to continue to make
investments in joint ventures. Many of the joint venture opportunities that the
Company is pursuing are start-up operations and require significant investments
before becoming operational. The development, construction and start-up of such
operations are themselves subject to numerous risks. After start-up, further
investments may be required and significant losses could be incurred before any
profits are realized.

                  On February 28, 1998, the Company ceased operations at the
Pittsburgh coke plant and began the closure process. LTV established reserves
for the cost of the closure and clean-up in the third quarter of 1997.


ENVIRONMENTAL LIABILITIES AND OTHER

         LTV is subject to changing and increasingly stringent environmental
laws and regulations concerning air emissions, water discharges and waste
disposal, as well as remediation activities that involve the clean-up of
environmental media such as soils and groundwater ("remediation liabilities").
As a consequence, the Company has incurred, and will continue to incur,
substantial capital expenditures and operating and maintenance expenses in order
to comply with such requirements. Additionally, if any of the Company's
facilities are unable to meet required environmental standards or laws, those
operations could be temporarily or permanently closed.

         The Company spent $3 million during the first three months of 1998 for
environmental clean-up and related matters at operating and idled facilities,
and at March 31, 1998, has a recorded liability of $153 million for known and
identifiable environmental and related matters, including costs related to the
closure and demolition of the Pittsburgh coke plant. As the Company becomes
aware of additional matters or obtains more information, it may be required to
record additional liabilities for environmental remediation. The Company also
spent $3 million in the first three months of 1998 for environmental
compliance-related capital expenditures and expects it will be required to spend
an average of approximately $30 million annually in capital expenditures during
the next five years to meet environmental standards.

         As is the case with most other companies using computers in their
operations, the Company is faced with the task of addressing the Year 2000. The
Company is currently engaged in a comprehensive project to upgrade its computer
software in its information technology, manufacturing and facilities systems to
programs that will be Year 2000 compliant. Failure by the Company and/or vendors
working on this project to complete the Year 2000 compliance work in a timely
manner could have a material adverse effect on the Company's operations. LTV
expects to spend approximately $47 million in 1998 to be Year 2000 compliant in
early 1999.



                                      I-11
<PAGE>   13


OUTLOOK

         Through the end of the first quarter of 1998, the Company has continued
to experience a high demand for its product and a strong rate of incoming
orders. Foreign competition may increase further with the rise in the value of
the U.S. dollar against certain foreign currencies. Recent economic volatility
and currency devaluations in Asia may also result in further increases in the
levels of imports of steel product into the U.S. These factors could affect
future market prices and domestic shipments. LTV began its planned 85-day outage
of a blast furnace at the Indiana Harbor Works on April 4, 1998, which will
reduce the Company's steelmaking capacity. Customer shipments will be maintained
during this outage and careful planning by the maintenance departments should
minimize the impact on shipments. The blast furnace reline will result in
increased operating costs of approximately $40 million.

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



                                      I-12
<PAGE>   14




                                     PART II


ITEM 1.  LEGAL PROCEEDINGS.

     In March 1998, the U.S. Department of Justice filed a civil action on
behalf of the U.S. EPA in the United States District Court for the Western
District of Pennsylvania alleging LTV Steel violated applicable pushing and
combustion stack opacity emission standards in connection with the operation of
its Pittsburgh coke plant in and after October 1996. The complaint seeks civil
penalties not to exceed $25,000 per day per violation for alleged violations
occurring on or before January 30, 1997 and $27,500 per day per violation for
alleged violations that occurred after January 30, 1997. In April 1998, the
Allegheny County Health Department filed a motion to intervene and a separate
complaint in the case. The complaint seeks penalties for alleged violations in
the amount of $25,000 per day. The Group Against Smog and Pollution has also
filed a motion to intervene and a separate complaint in the action. Operations
at the coke plant ceased February 28, 1998.


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

     The annual meeting of stockholders was held April 24, 1998. In connection
with the meeting, proxies were solicited pursuant to the Securities Exchange
Act. The following are the voting results on proposals considered and voted upon
at the meeting, all of which were described in the proxy statement relating to
such meeting.

1. All four nominees for director listed in the proxy statement were elected.

<TABLE>
<CAPTION>
                Name                                   Votes For                          Votes Withheld
                ----                                   ---------                          --------------

<S>                                                     <C>                                      <C>      
         Colin C. Blaydon                               91,914,810                               1,229,668
         William H. Bricker                             91,884,885                               1,259,593
         M. Thomas Moore                                91,910,044                               1,234,434
         Vincent A. Sarni                               91,909,225                               1,235,253
</TABLE>

2.       The proposal to ratify the selection of Ernst &Young LLP as LTV's
         outside auditors for 1998 passed. (For - 91,835,341; against - 881,980;
         abstained - 427,157)

3.       The stockholders' proposal to terminate LTV's Amended Management
         Incentive Program did not pass. (For - 5,263,996; against - 73,709,047;
         abstained - 2,432,651; broker non-votes - 11,738,784)


ITEM 5.  OTHER INFORMATION

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

     LTV has provisions in its By-Laws intended to promote the efficient
functioning of its annual meetings. The provisions describe LTV's right to
determine the time, place and conduct of stockholder meetings, require advance
notice by mail or delivery to LTV of stockholder proposals or 



                                      II-1
<PAGE>   15



director nominations for annual meetings and require persons wishing to conduct
a solicitation of written consents of stockholders or to call a special meeting
of stockholders to apply to the Board of Directors to set a record date for the
consent solicitation or to determine whether the requisite number of
stockholders desire to call a special meeting.

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

     The LTV Board of Directors has selected April 23, 1999 as the Tentative
Meeting Date for the next Annual Meeting of Stockholders. Accordingly,
stockholders who intend to propose business for consideration, or to nominate
persons for election as directors at the 1999 Annual Meeting, must provide
notice and the required information to the Company no earlier than January 23,
1999 and no later than February 22, 1999.

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

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

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


ITEM 6.  EXHIBITS AND REPORTS ON  8-K

     (a) Exhibits

     Certain of the exhibits to this Report are hereby incorporated by
reference, as specified below, to other documents filed with the Commission by
LTV. Exhibit designations below correspond to the numbers assigned to exhibit
classifications in Regulation S-K.



                                      II-2
<PAGE>   16


         (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)



                                      II-3
<PAGE>   17


         (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)              -   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)-(11)              -   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)-(12)              -   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)



                                      II-4
<PAGE>   18


         (10)-(13)              -   Receivables Purchase and Sale Agreement 
                                    dated as of October 12, 1994 among LTV, LTV
                                    Steel Company, Inc., Continental Emsco
                                    Company, LTV Steel Tubular Products Company,
                                    Georgia Tubing Corporation and LTV Sales
                                    Finance Company (incorporated herein by
                                    reference to Exhibit (10)-(23) to LTV's
                                    Report on Form 10-Q for the quarter ended
                                    September 30, 1994)

         (10)-(14)              -   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)-(15)              -   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)-(16)              -   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)-(17)              -   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)-(18)              -   Open-End 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)-(19)              -   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)-(20)              -   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)


                                      II-5
<PAGE>   19



         (10)-(21)              -   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)-(22)              -   Second Settlement Agreement and Stipulated 
                                    Order supplementing 10.36 above and approved
                                    by the Court on May 19, 1993 (incorporated
                                    by reference to Exhibit 10.39 to LTV's
                                    Registration Statement on Form S-1
                                    [Registration No. 33-50217])

         (10)-(23)              -   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)-(24)              -   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)-(25)              -   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)-(26)              -   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)-(27)              -   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)-(28)              -   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)-(29)              -   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)


                                      II-6
<PAGE>   20



         (10)-(30)              -   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)-(31)              -   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)-(32)              -   Amendment to LTV Executive Benefit Plan 
                                    adopted October 22, 1993 (incorporated
                                    herein by reference to Exhibit 10.50 to
                                    Amendment No. 2 to LTV's Registration
                                    Statement on Form S-1 [Registration No.
                                    33-50217])

         (10)-(33)              -   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)-(34)              -   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)-(35)              -   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)-(36)              -   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)-(37)              -   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)-(38)              -   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)


                                      II-7
<PAGE>   21


         (10)-(39)              -   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)-(40)              -   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)-(41)              -   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)-(42)              -   The Hourly Employee Stock Payment 
                                    Alternative Plan (incorporated herein by
                                    reference to Exhibit 4.3 to LTV's
                                    Registration Statement on Form S-8
                                    [Registration No. 33-56861])

         (10)-(43)              -   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)-(44)              -   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)-(45)              -   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)-(46)              -   The LTV Corporation Amended and Restated 
                                    Non-Employee Directors' Equity Compensation
                                    Plan adopted on November 22, 1996
                                    (incorporated herein by reference to Exhibit
                                    (10)-(58) to LTV's Report on Form 10-K for
                                    the year ended December 31, 1996)



                                      II-8
<PAGE>   22


         (10)-(47)              -   The LTV Corporation Amended and Restated  
                                    Non-Employee Directors' Deferred
                                    Compensation Plan adopted on November 22,
                                    1996 (incorporated herein by reference to
                                    Exhibit (10)-(59) to LTV's Report on Form
                                    10-K for the year ended December 31, 1996)

         (10)-(48)              -   The LTV Corporation Amended and Restated 
                                    Executive Deferred Compensation Plan adopted
                                    on October 25, 1996 (incorporated herein by
                                    reference to Exhibit (10)-(60) to LTV's
                                    Report on Form 10-K for the year ended
                                    December 31, 1996)

         (10)-(49)              -   Amendment No. 9 to the Settlement Agreement
                                    dated as of June 28, 1993 by and among the
                                    PBGC, LTV, the Initial LTV Group (as defined
                                    in the Settlement Agreement) and LTV as
                                    Administrator of the Restated Plans
                                    (incorporated herein by reference to Exhibit
                                    (10)-(61) to LTV's Report on Form 10-K for
                                    the year ended December 31, 1996)

         (10)-(50)              -   Amendment No. 10 to the Settlement Agreement
                                    dated as of June 28, 1993 by and among the
                                    PBGC, LTV, the Initial LTV Group (as defined
                                    in the Settlement Agreement) and LTV as
                                    Administrator of the Restated Plans
                                    (incorporated herein by reference to Exhibit
                                    (10)-(62) to LTV's Report on Form 10-Q for
                                    the quarter ended March 31, 1997)

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

         (10)-(52)              -   Note Purchase and Letter of Credit Agreement
                                    dated as of February 26, 1998 among LTV
                                    Steel Company, Inc., various financial
                                    institutions (as defined therein), Chase
                                    Securities, Inc., as placement agent, The
                                    Chase Manhattan Bank, as administrative
                                    agent and The Chase Manhattan Bank, as
                                    collateral agent (filed herewith)

         (10)-(53)              -   Guaranty made as of February 26, 1998 by LTV
                                    Steel Products, LLC given in connection with
                                    the Note Purchase and Letter of Credit
                                    Agreement dated as of February 26, 1998
                                    among LTV Steel Company, Inc., various
                                    financial institutions (as defined therein),
                                    Chase Securities, Inc., as placement agent,
                                    The Chase Manhattan Bank, as administrative
                                    agent and The Chase Manhattan Bank, as
                                    collateral agent (filed herewith)

         (10)-(54)              -   Contribution and Sale Agreement dated as of
                                    February 26, 1998 among LTV Steel Products,
                                    LLC, as purchaser, LTV Steel Company, Inc.,
                                    as servicer, and LTV Steel Company, Inc. and
                                    Georgia Tubing Corporation, as initial
                                    sellers (filed herewith)



                                      II-9
<PAGE>   23


         (10)-(55)              -   Inventory Processing and Servicing Agreement
                                    dated as of February 26, 1998 by and among
                                    LTV Steel Products, LLC, LTV Steel Company,
                                    Inc., as processor and servicer, and The
                                    Chase Manhattan Bank, as collateral agent
                                    (filed herewith)

         (10)-(56)              -   Trust Agreement dated as of February 26, 
                                    1998 among LTV Steel Products, LLC, as
                                    issuer, and The Chase Manhattan Bank as
                                    collateral agent (filed herewith)

         (10)-(57)              -   Amendment No. 2 dated as of March 1, 1998 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 and Amendment No. 1, dated
                                    as of March 1, 1998 to 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 (filed herewith)

         (10)-(58)              -   Amendment No. 11 to the Settlement Agreement
                                    dated as of June 28, 1993 by and among the
                                    PBGC, LTV, the Initial LTV Group (as defined
                                    in the Settlement Agreement) and LTV as
                                    Administrator of the Restated Plans (filed
                                    herewith)

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

         (27)-(1)               -   Financial Data Schedule (filed herewith)

         (27)-(2)               -   Restated Financial Data Schedules for prior 
                                    periods pursuant to Regulation S-K Item 
                                    601(c)(2)(iii)

     (b)        Reports on Form 8-K

                No report on Form 8-K was filed by the registrant for the
relevant period.


                                     II-10
<PAGE>   24




                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                                   THE LTV CORPORATION
                                                --------------------------------
                                                       (Registrant)




                                           By      /s/ Arthur W. Huge
                                                --------------------------------
                                                       Arthur W. Huge
                                                    Senior Vice President
                                                   Chief Financial Officer
                                                  (Principal Financial and
                                                     Accounting Officer)






Date:                   , 1998
      -------------------------------



                                     II-11