<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, 1997                     Commission File No. 1-4368



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



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

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


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



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



                                                                Yes  X   No
                                                                   ----    ----


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



                                              104,523,992 shares of common stock
                                                         (as of April 21, 1997)

<PAGE>   2

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

                                                           Three Months Ended
                                                                March 31,
                                                         ------------------------
                                                             1997          1996
                                                         -----------    ---------
<S>                                                       <C>             <C>      
SALES                                                     $ 1,071.9       $ 993.1

Costs and expenses:
    Cost of products sold                                     931.2         879.7
    Depreciation and amortization                              67.6          67.1
    Selling, general and administrative                        37.1          34.1
    Net interest and other income                              (8.7)         (9.0)
                                                          ---------       -------
       Total                                                1,027.2         971.9
                                                          ---------       -------

INCOME BEFORE INCOME TAXES                                     44.7          21.2

Income tax provision:
    Taxes payable                                               1.8           0.4
    Taxes not payable in cash                                  16.1           7.5
                                                          ---------       -------
       Total                                                   17.9           7.9
                                                          ---------       -------

NET INCOME                                                $    26.8       $  13.3
                                                          =========       =======

EARNINGS PER SHARE

    Primary                                               $    0.25       $  0.12

    Fully diluted                                         $    0.25       $  0.12


CASH DIVIDENDS PER COMMON SHARE                           $    0.03       $  --
</TABLE>







--------------
See notes to consolidated financial statements.

                                      I-1
<PAGE>   3

<TABLE>
<CAPTION>

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

                                                             March 31,  December 31,
                                                               1997        1996
                                                             --------   ----------
<S>                                                           <C>         <C>     
ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                 $  172.1    $  107.4
    Marketable securities                                        480.9       566.4
                                                              --------    --------
          Total cash and marketable securities                   653.0       673.8
    Receivables, less allowance for doubtful accounts            427.3       400.3
    Inventories:
       Products                                                  593.0       570.6
       Materials, purchased parts and supplies                   194.7       231.7
                                                              --------    --------
          Total inventories                                      787.7       802.3
    Prepaid expenses, deposits and other                          18.0        11.9
                                                              --------    --------
          Total current assets                                 1,886.0     1,888.3
                                                              --------    --------
INVESTMENTS IN AFFILIATES                                        263.6       256.3
OTHER NONCURRENT ASSETS                                          146.7       149.1
PROPERTY, PLANT AND EQUIPMENT                                  3,924.9     3,871.3
    Allowance for depreciation                                  (816.8)     (754.5)
                                                              --------    --------
          Total property, plant and equipment                  3,108.1     3,116.8
                                                              --------    --------
                                                              $5,404.4    $5,410.5
                                                              ========    ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable                                          $  301.7    $  351.1
    Accrued employee compensation and benefits                   375.8       372.9
    Other accrued liabilities                                    184.4       175.0
                                                              --------    --------
          Total current liabilities                              861.9       899.0
                                                              --------    --------
NONCURRENT LIABILITIES
    Long-term debt                                               153.7       152.6
    Postemployment health care and other insurance benefits    1,596.3     1,596.0
    Pension benefits                                             650.5       647.9
    Other                                                        403.9       404.3
                                                              --------    --------
          Total noncurrent liabilities                         2,804.4     2,800.8
                                                              --------    --------
SHAREHOLDERS' EQUITY
    Convertible preferred stock (stated value $50.0)               0.5         0.5
    Common stock (par value $0.50 per share)                      52.8        52.8
    Additional paid-in capital                                 1,037.3     1,021.1
    Retained earnings                                            669.8       646.7
    Treasury stock (828,781 shares at cost)                      (10.4)       --
    Minimum pension liability adjustment and other               (11.9)      (10.4)
                                                              --------    --------
          Total shareholders' equity                           1,738.1     1,710.7
                                                              --------    --------
                                                              $5,404.4    $5,410.5
                                                              ========    ========
</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,
                                                                -------------------
                                                                   1997      1996
                                                                ---------  --------
<S>                                                             <C>       <C>     
OPERATING ACTIVITIES
    Net income                                                  $   26.8  $   13.3
    Adjustments to reconcile net income to net cash provided
       by operating activities:
       Depreciation and amortization                                67.6      67.1
       Income tax provision not payable in cash                     16.1       7.5
       Defined benefit pension expense                              11.0      18.2
       Postemployment benefit payments
          less (more) than related expense                           0.3      (0.3)
       Changes in assets, liabilities and other                    (60.5)     31.2
                                                                --------  --------
          Net cash provided by operating activities                 61.3     137.0
                                                                --------  --------
INVESTING ACTIVITIES
    Capital expenditures                                           (58.9)    (43.2)
    Investment in steel-related businesses                         (10.5)    (43.6)
    Net sales (purchases) of marketable securities                  85.5     (71.8)
    Proceeds from dispositions of discontinued
       operations, businesses and properties                         0.3       5.9
    Other                                                            1.8      (3.5)
                                                                --------  --------
          Net cash provided by (used in) investing activities       18.2    (156.2)
                                                                --------  --------
FINANCING ACTIVITIES
    Pension funding to restored plans                               (0.5)    (43.2)
    Preferred dividends paid                                        (0.6)     (0.6)
    Common dividends paid                                           (3.2)     --
    Purchase of treasury shares                                    (10.4)     --
    Other                                                           (0.1)     --
                                                                --------  --------
          Net cash used in financing activities                    (14.8)    (43.8)
                                                                --------  --------
Net increase (decrease) in cash and cash equivalents                64.7     (63.0)
Cash and cash equivalents at beginning of period                   107.4     265.9
                                                                --------  --------
Cash and cash equivalents at end of period                      $  172.1  $  202.9
                                                                ========  ========

Supplemental cash flow information is presented as follows:
    Interest payments                                           $    0.6  $    2.8
    Income tax payments                                              1.2       0.3
    Capitalized interest                                             3.9       1.8
    Purchases of marketable securities                             748.8   1,557.6
    Sales and maturities of marketable securities                  836.6   1,489.4
</TABLE>

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

See notes to consolidated financial statements.

                                      I-3
<PAGE>   5


                               THE LTV CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1997

NOTE (1) - The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. All adjustments that are, in the opinion of
management, necessary for a fair presentation have been made and are of a
recurring nature unless otherwise disclosed herein. Certain prior period amounts
have been reclassified to conform with the current period presentation. The
results of operations for the interim periods are not necessarily indicative of
results of operations for a full year. For further information, refer to the
consolidated financial statements and the notes thereto for the year ended
December 31, 1996 included in the LTV Annual Report to Shareholders incorporated
by reference into the 1996 Annual Report on Form 10-K filed with the Securities
and Exchange Commission.

NOTE (2) - The Company's income tax provision was $17.9 million in the first
three months of 1997 compared with $7.9 million in 1996. Included in the 1997
and 1996 first three months' income tax provisions are federal and state income
tax expense amounts of $16.1 million and $7.5 million, respectively, which do
not result in cash payments and were reported as increases to the additional
paid-in capital account of shareholders' equity. The Company's tax rate for the
first quarter of 1997 is higher than the prior year primarily due to higher
federal and state cash taxes.

NOTE (3) - In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share," which requires changes to the method
currently used to compute earnings per share. The impact of Statement No. 128 on
the calculation of primary and fully diluted earnings per share is not expected
to be material.


                                      I-4
<PAGE>   6


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

RESULTS OF OPERATIONS - COMPARISON OF FIRST QUARTER 1997 AND 1996

Sales
-----
         Sales of $1.072 billion in the first quarter of 1997 increased by $79
million (8%) from the first quarter of 1996. First quarter 1997 steel shipments
of 2.1 million tons increased by 85,000 tons (4%) from the first quarter of
1996. The overall sales increase in the first quarter of 1997 also included
higher average selling prices of 4%.

         Nonsteel sales in the first quarter of 1997 of $28.1 million were $2 
million higher than the first quarter of 1996.

Production and Costs
--------------------
         Raw steel production of 2.2 million tons in the first quarter of 1997
increased by 33,000 tons compared with the first quarter of 1996. The average
operating rate (of AISI defined capacity) at the Company's steelmaking
facilities during the first quarter of 1997 was 108% compared with 105% in 1996.

         Cost of products sold as a percentage of sales decreased to 87% in the
first quarter of 1997 from 89% in the first quarter of 1996, primarily due to
the higher average selling prices in the 1997 period, partially offset by
increased ore production costs and higher steel production costs. The higher
steel production costs were principally due to labor, and outside processing and
warehousing.

Income Taxes
------------

         For information regarding income taxes, see Note (2) to the
consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

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

         During the first three months of 1997, cash provided by operating
activities amounted to $61.3 million. In the first three months of 1997, total
cash and cash equivalents increased by $64.7 million, primarily due to the net
sales of marketable securities of $85.5 million. Major uses of cash during the
first three months of 1997 included capital expenditures of $58.9 million,

                                       I-5
<PAGE>   7


investments in steel-related businesses of $10.5 million, and $10.4 million for
the repurchase of Company stock. Since December 31, 1996, total cash, cash
equivalents and marketable securities have decreased by $20.8 million to $653.0
million at March 31, 1997.

         The Company's receivables credit facility permits borrowings of up to
$320 million for working capital requirements and general corporate purposes,
$100 million of which may be used to issue letters of credit. At March 31, 1997,
$307.2 million was permitted to be borrowed; however, no borrowings were
outstanding and letters of credit outstanding amounted to $23.3 million under
this facility. The Company also has a separate letter of credit facility that
provides for the issuance of up to $150 million in letters of credit. At 
March 31, 1997, letters of credit totaling $75.6 million were outstanding under
this facility.

         The Company's long-term debt and credit facilities' agreements contain
various covenants that require the Company to maintain certain financial ratios
and amounts. These agreements, as well as the Company's agreement with the
Pension Benefit Guaranty Corporation (the "PBGC Agreement"), place certain
restrictions on payments of dividends, share repurchases, capital expenditures,
investments in subsidiaries and borrowings. Under the terms of the most
restrictive debt covenant, approximately $165.7 million of retained earnings are
available for common stock dividend payments at March 31, 1997. Substantially
all of the Company's receivables and inventories are pledged as collateral under
these debt agreements. The Company does not believe that the restrictions
contained in these financial and operating covenants will cause significant
limitations on its financial flexibility.

         LTV competes directly with domestic and foreign integrated flat rolled
carbon steel producers and minimills, and indirectly with producers of plastics,
aluminum and other materials such as ceramics and wood, which sometimes can be
substituted for flat rolled carbon steel in manufacturing and construction.
Certain companies have announced plans or begun construction of additional
minimills to produce flat rolled products. Minimills are relatively efficient,
low-cost producers that generally produce steel from scrap in electric furnaces,
have lower employment and environmental costs, and generally target regional
markets. Thin slab casting technologies have allowed some minimills to enter
certain flat rolled markets that have traditionally been supplied by integrated
producers. The primary factors that affect competition include price, quality,
delivery and customer service. LTV targets quality-critical, value-added
applications and believes it is able to differentiate some of its products from
those of competitors on the basis of product quality, on-time delivery
performance, and product and technical support to customers. LTV will continue
to require substantial funds in future years to maintain and improve its steel
operations in order to compete with steel substitutes, minimills and other fully
integrated steelmakers. Capital expenditures for the full year are estimated to
total approximately $320 million. In the first quarter of 1997, the Company
invested $10.0 million in Cliffs and Associates, Ltd, a joint venture to produce
direct reduced iron (DRI) briquettes in the Republic of Trinidad and Tobago.

                                      I-6
<PAGE>   8

ENVIRONMENTAL LIABILITIES AND RELATED COSTS

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

         The Company spent $2.7 million during the first three months of 1997
for environmental clean-up and related matters at operating and idled
facilities, and at March 31, 1997, has a recorded liability of $82.3 million for
known and identifiable environmental and related matters. As the Company becomes
aware of additional matters or obtains more information, it may be required to
record additional liabilities for environmental remediation. The Company also
spent $6.8 million in the first three months of 1997 for environmental
compliance-related capital expenditures and expects it will be required to spend
an average of approximately $35 million annually in capital expenditures during
the next five years to meet environmental standards.

OUTLOOK

         Through the end of the first quarter of 1997, the Company has 
continued to experience a high demand for its products and a strong rate of
incoming orders, although this may not continue in the future due to rising
import levels and a strengthening dollar. These factors, along with industry
capacity additions, could negatively affect future market prices for the
Company's products.

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


                                      I-7
<PAGE>   9
                                    PART II

ITEM 1. LEGAL PROCEEDINGS.

     EPA - Pittsburgh Coke Battery. LTV Steel Company, Inc. ("LTV Steel")
received a Notice of Violation ("NOV") issued by the U.S. EPA alleging
"continuous and substantial exceedances" of certain emission standards at LTV
Steel's Pittsburgh coke battery during the period May 1 through December 31,
1996. LTV Steel is subject to a maximum penalty of $25,000 per day for each
violation.

     Thomson Litigation. The time for petitioning for a rehearing of the
decision of the U.S. Court of Appeals for the Second Circuit, which affirmed the
decisions of the lower federal courts in the "Thomson Litigation" referred to in
Item 3 of LTV's Report on 10-K for the year ended December 31, 1996, has
expired. LTV and Thomson have had discussions regarding the appropriate method
of calculation of interest on the judgment in LTV's favor. However, the time
period in which Thomson could petition for a writ of certiori to the U.S.
Supreme Court does not expire until June 23, 1997.

ITEM 5. OTHER INFORMATION

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

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

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

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

     For the purpose of preserving LTV's ability to utilize certain favorable
tax attributes, Article Ninth of LTV's Restated Certificate of Incorporation
prohibits, with certain limited exceptions, any unapproved acquisition of Common
Stock or Series A Warrants that would cause the ownership interest percentage of
the acquirer or any other person to increase to 4.5% or above. A person's
ownership interest percentage for purposes of Article Ninth is determined by
reference to specified federal income tax principles, including attribution of
shares from certain related parties, deemed exercise of rights to acquire stock
(such as the Company's Series A Warrants) and aggregation of shares purchased
by persons acting in concert. PURCHASES OF COMMON STOCK OR SERIES A WARRANTS


                                      II-1
<PAGE>   10


FROM ANY PERSON OTHER THAN THE COMPANY ARE SUBJECT TO THE LIMITATIONS IMPOSED BY
ARTICLE NINTH, AND ANY UNAPPROVED PURCHASE IN EXCESS OF THE AMOUNTS PERMITTED BY
ARTICLE NINTH WILL BE VOID AB INITIO. A PROSPECTIVE PURCHASER OF COMMON STOCK OR
SERIES A WARRANTS WHO BELIEVES THAT IT MAY BE SUBJECT TO THE LIMITATIONS IMPOSED
BY ARTICLE NINTH SHOULD CONSULT WITH THEIR ADVISORS OR LTV IN ADVANCE OF
ACQUIRING SUCH SECURITIES TO DETERMINE IF ADVANCE APPROVAL MUST BE OBTAINED FROM
LTV'S BOARD OF DIRECTORS.

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



                                      II-2
<PAGE>   11
 ITEM 6. EXHIBITS AND REPORTS ON 8-K

     (a) Exhibits

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

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

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

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

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

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

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

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

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

                                      II-3

<PAGE>   12



(10)-(4)                   -  Settlement Agreement dated as of June 28, 1993
                              between LTV, the PBGC, the Initial LTV Group (as
                              defined in the Settlement Agreement) and LTV, as
                              Administrator of the Restored Plans (incorporated
                              herein by reference to Exhibit 10.10 to LTV's
                              Report on Form 10-Q for the quarter ended June
                              30, 1993)

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

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

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

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

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

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

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

                                      II-4
<PAGE>   13



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

(10)-(13)                  -  Inventory Security Agreement dated as of June 28,
                              1993 and amended and restated as of October 12,
                              1994 among LTV, LTV Steel Company, Inc., LTV Steel
                              Mining Company, Continental Emsco Company, LTV
                              Steel Tubular Products Company and BT Commercial
                              Corporation as agent (incorporated herein by
                              reference to Exhibit (10)-(15) to LTV's Report on
                              Form 10-Q for the quarter ended September 30,
                              1994)

(10)-(14)                 -   Inventory Intercreditor Agreement dated as of June
                              28, 1993 and amended and restated as of October
                              12, 1994 among BT Commercial Corporation as agent
                              for the Lenders and SMI America, lnc. as agent for
                              the Noteholders (incorporated herein by reference
                              to Exhibit (10)-(16) to LTV's Report on Form 10-Q
                              for the quarter ended September 30, 1994)

(10)-(15)                 -   Intercreditor Collateral Account Agreement dated
                              as of October 12, 1994 by and among LTV Steel
                              Company, Inc., LTV and BT Commercial Corporation
                              (incorporated herein by reference to Exhibit
                              (10)-(17) to LTV's Report on Form 10-Q for the
                              quarter ended September 30, 1994)

(10)-(16)                 -   Pledge Agreement dated as of October 12, 1994
                              between LTV, LTV Steel Company, Inc., Continental
                              Emsco Company, LTV Steel Tubular Products Company,
                              Georgia Tubing Corporation and BT Commercial
                              Corporation (incorporated herein by reference to
                              Exhibit (10)-(18) to LTV's Report on Form 10-Q for
                              the quarter ended September 30, 1994)

(10)-(17)                 -   Amended and Restated Subordination Agreement dated
                              as of June 28, 1993 and amended and restated as of
                              October 12, 1994 among the PBGC, BT Commercial
                              Corporation and Chemical Bank (incorporated herein
                              by reference to Exhibit (10)-(19) to LTV's Report
                              on Form 10-Q for the quarter ended September 30,
                              1994)

(10)-(18)                 -   Amendments Nos. 1 and 2 to the Securities Purchase
                              Agreement dated as of May 26, 1993 among LTV, LTV
                              Steel Company, Inc. and SMI America, Inc.
                              (incorporated herein by reference to Exhibit
                              (10)-(20) to LTV's Report on Form 10-Q for the
                              quarter ended September 30, 1994)

                                      II-5
<PAGE>   14


(10)-(19)                 -   Amendments Nos. 1 through 4 to the Settlement
                              Agreement dated as of June 28, 1993 by and among
                              the PBGC, LTV, the Initial LTV Group (as defined
                              in the Settlement Agreement) and LTV, as
                              Administrator of the Restored Plans (incorporated
                              herein by reference to Exhibit (10)-(21) to LTV's
                              Report on Form 10-Q for the quarter ended
                              September 30, 1994)

(10)-(20)                 -   Revolving Credit Agreement dated as of October 12,
                              1994 among LTV Sales Finance Company, the
                              financial institutions parties thereto as banks,
                              the issuing banks, the facility agent and
                              collateral agent (incorporated herein by reference
                              to Exhibit (10)-(22) to LTV's Report on Form 10-Q
                              for the quarter ended September 30, 1994)

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

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

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

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

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

                                      II-6

<PAGE>   15


 (10)-(26)                -   Open-2nd Mortgage, Security Agreement and Fixture
                              Filing dated as of June 28, 1993 by LTV Steel
                              Company, Inc. to Bank One Ohio Trust Company, N.A.
                              (incorporated herein by reference to Exhibit 10.34
                              to LTV's Report on Form 10-Q for the quarter ended
                              June 30, 1993)

 (10)-(27)                -   License Agreement dated as of June 28, 1993
                              between LTV Steel Company, Inc. and Bank One Ohio
                              Trust Company, N.A. (incorporated herein by
                              reference to Exhibit 10.35 to LTV's Report on Form
                              10-Q for the quarter ended June 30, 1993)

 (10)-(28)                -   Warrant Agreement dated as of June 28, 1993
                              between LTV and Society National Bank, as Warrant
                              Agent (incorporated herein by reference to Exhibit
                              10.37 to LTV's Report on Form 10-Q for the quarter
                              ended June 30, 1993)

 (10)-(29)                -   Settlement Agreement and Stipulated Order on
                              behalf of the United States of America on behalf
                              of the United States Environmental Protection
                              Agency approved by the United States Bankruptcy
                              Court Southern District of New York (the "Court")
                              on April 15, 1993 and supplemented by Exhibit
                              10.38 below (incorporated herein by reference to
                              Exhibit 10.38 to LTV's Report on Form 10-Q for the
                              quarter ended June 30, 1993)

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

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

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

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

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

                                      11-7


<PAGE>   16


 (10)-(35)                 -  Settlement Agreement and Stipulated Order on
                              behalf of the Commonwealth of Pennsylvania and
                              approved by the Court on May 24, 1993
                              (incorporated herein by reference to Exhibit 10.44
                              to LTV's Report on Form 10-Q for the quarter
                              ended June 30, 1993)

 (10)-(36)                -   Settlement Agreement and Stipulated Order on
                              behalf of the State of Ohio on behalf of the Ohio
                              Environmental Protection Agency and approved by
                              the Court on May 24, 1993 (incorporated herein by
                              reference to Exhibit 10.45 to LTV's Report on Form
                              10-Q for the quarter ended June 30, 1993)

 (10)-(37)                -   Settlement Agreement and Stipulated Order on
                              behalf of the State of Georgia and approved by the
                              Court on May 24, 1993 (incorporated herein by
                              reference to Exhibit 10.46 to LTV's Report on Form
                              10-Q for the quarter ended June 30, 1993)

 (10)-(38)                -   Closing Agreement Between LTV, its subsidiaries
                              and the Commissioner of Internal Revenue as filed
                              with the United States Bankruptcy Court for the
                              Southern District of New York on May 14, 1993
                              (incorporated herein by reference to Exhibit 10.47
                              to LTV's Report on Form 10-Q for the quarter ended
                              June 30, 1993)

 (10)-(39)                -   The LTV Corporation Non-Employee Directors Stock
                              Option Plan adopted on October 22, 1993
                              (incorporated herein by reference to Exhibit 10.49
                              to Amendment No. 2 to LTV's Registration Statement
                              on Form S-1 [Registration No. 33-50217])

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

 (10)-(41)                -   LTV Executive Benefit Trust Agreement approved on
                              October 22, 1993 (incorporated herein by reference
                              to Exhibit 10.51 to Amendment No. 2 to LTV's
                              Registration Statement on Form S-1 [Registration
                              No. 33-50217])

 (10)-(42)                -   The LTV Corporation Supplemental Management
                              Retirement Plan adopted on October 22, 1993
                              (incorporated herein by reference to Exhibit 10.52
                              to Amendment No. 2 to LTV's Registration Statement
                              on Form S-1 [Registration No. 33-50217])

 (10)-(43)                -   The LTV Corporation Supplemental Management
                              Retirement Trust Agreement approved on October 22,
                              1993 (incorporated herein by reference to Exhibit
                              10.53 to Amendment No. 2 to LTV's Registration
                              Statement on Form S-1 [Registration No. 33-50217])

                                      II-8

<PAGE>   17

 (10)-(44)                -   The LTV Corporation Management Incentive Program
                              as amended on January 28, 1994 (incorporated by
                              reference to Exhibit (10)-(53) to LTV's Report on
                              Form 10-K for the year ended December 31, 1993)

 (10)-(45)                -   Amendment to The LTV Corporation Supplemental
                              Management Retirement Plan adopted on January 28,
                              1994 (incorporated by reference to Exhibit
                              (10)-(54) to LTV's Report on Form 10-K for the
                              year ended December 31, 1993)

 (10)-(46)                -   Amendment to LTV Executive Benefit Plan adopted
                              October 28, 1994 (incorporated herein by reference
                              to Exhibit (10)-(48) to LTV's Report on Form 10-Q
                              for the quarter ended September 30, 1994)

 (10)-(47)                -   Amendment to The LTV Corporation Management
                              Incentive Program adopted October 28, 1994
                              (incorporated herein by reference to Exhibit 
                              (10)-(49) to LTV's Report on Form 10-Q for the
                              quarter ended September 30, 1994)

 (10)-(48)                -   Amendment to The LTV Corporation Supplemental
                              Management Retirement Plan adopted on October 28,
                              1994 (incorporated herein by reference to Exhibit
                              (10)-(51) to LTV's Report on Form 1O-Q for the
                              quarter ended September 30, 1994)

 (10)-(49)                -   Amendment No. 5 to the Settlement Agreement dated
                              as of June 28, 1993 by and among the PBGC, LTV,
                              the Initial LTV Group and LTV, as Administrator of
                              the Restored Plans (incorporated herein by
                              reference to Exhibit (10)-(55) to LTV's Report on
                              Form 10-K for the year ended December 31, 1994)

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

 (10)-(51)                -   Amendments Nos. 1 through 4 to the Letter of
                              Credit Agreement dated as of October 12, 1994
                              among LTV Steel Company, Inc., Continental Emsco
                              Company, LTV Steel Mining Company, LTV Steel
                              Tubular Products Company, LTV, various financial
                              institutions and BT Commercial Corporation
                              (incorporated herein by reference to Exhibit 
                              (10)-(56) to LTV's Report on Form 10-Q for the
                              quarter ended September 30, 1995)

 (10)-(52)                -   Amendment No. 1 to the Receivables Purchase and
                              Sale Agreement dated as of October 12, 1994 among
                              LTV, LTV Steel Company, Inc., Continental Emsco
                              Company, LTV Steel Tubular Products Company,
                              Georgia Tubing Corporation and LTV Sales Finance
                              Company (incorporated herein by reference to
                              Exhibit (10)-(57) to LTV's Report on Form 10-Q for
                              the quarter ended September 30, 1995)

                                      II-9

<PAGE>   18


 (10)-(53)             -      Amendments Nos. 6 and 7 to the Settlement
                              Agreement dated as of June 28, 1993 by and among
                              the PBGC, LTV, the Initial LTV Group (as defined
                              in the Settlement Agreement) and LTV, as
                              Administrator of the Restored Plans (incorporated
                              herein by reference to Exhibit (10)-(58) to LTV's
                              Report on Form 10-Q for the quarter ended
                              September 30, 1995)

 (10)-(54)             -      Amendment No. 8 to the Settlement Agreement dated
                              as of June 28, 1993 by and among the PBGC, LTV,
                              the Initial LTV Group (as defined in the
                              Settlement Agreement) and LTV as Administrator of
                              the Restated Plans (incorporated herein by
                              reference to Exhibit (10)-(59) to LTV's Report on
                              Form 10-K for the year ended December 31, 1995)

 (10)-(55)             -      Amendment No. 5 dated as of November 15, 1995 to
                              the Letter of Credit Agreement dated as of October
                              12, 1994 among LTV, LTV Steel Company, Inc.,
                              Continental Emsco Company, LTV Steel Mining
                              Company, LTV Steel Tubular Products Company,
                              various financial institutions and BT Commercial
                              Corporation (incorporated herein by reference to
                              Exhibit (10)-(60) to LTV's Report on Form 10-Q
                              for the quarter ended March 31, 1996)

  (10)-(56)            -      Amendment No. 6 dated as of February 14, 1996 to
                              the Letter of Credit Agreement dated as of October
                              12, 1994 among LTV, LTV Steel Company, Inc.,
                              Continental Emsco Company, LTV Steel Mining
                              Company, LTV Steel Tubular Products Company,
                              various financial institutions and BT Commercial
                              Corporation (incorporated herein by reference to
                              Exhibit (10)-(61) to LTV's Report on Form 10-Q
                              for the quarter ended March 31, 1996)

  (10)-(57)            -      Amendment No. 7 dated as of June 30, 1996 to the
                              Letter of Credit Agreement dated as of October 12,
                              1994 among LTV, LTV Steel Company, Inc.,
                              Continental Emsco Company, LTV Steel Mining
                              Company, LTV Steel Tubular Products Company,
                              various financial institutions and BT Commercial
                              Corporation (incorporated herein by reference to
                              Exhibit (10)-(61) to LTV's Report on Form 10-Q
                              for the quarter ended June 30, 1996)

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

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



                                      11-10



<PAGE>   19








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

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

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

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

(27)                   -      Financial Data Schedule (filed herewith)

 (b)       Reports on Form 8-K

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

                                     II-11

<PAGE>   20


                                  SIGNATURES

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

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


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

Date: April 24, 1997
     --------------------


                                    II-12