<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001


                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO_________

                           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
               Cleveland, Ohio                               44114-2308
   (Address of principal executive offices)                  (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 period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                                    Yes   [X]        No [ ]


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

                                         104,681,331 shares of common stock
                                               (as of June 30, 2001)



<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           Six Months Ended
                                                               June 30,                     June 30,
                                                        ---------------------       ---------------------
                                                          2001          2000          2001          2000
                                                        -------       -------       -------       -------
<S>                                                     <C>           <C>           <C>           <C>
SALES                                                   $   959       $ 1,310       $ 1,948       $ 2,665

Costs and expenses:
       Cost of products sold                                962         1,175         1,977         2,387
       Depreciation and amortization                         74            84           147           164
       Selling, general and administrative                   51            58           104           116
       Results of affiliates' operations                      2             3             2             -
       Loss on writedown of equity affiliate                  -            84             -            84
       Net interest expense                                  17            25            31            49
       Other (income) expense                                (2)          (57)          (10)          (60)
       Special charges                                        -           207             -           207
       Reorganization and restructuring items                79             -           137             -
                                                        -------       -------       -------       -------
            Total                                         1,183         1,579         2,388         2,947
                                                        -------       -------       -------       -------

LOSS BEFORE INCOME TAXES                                   (224)         (269)         (440)         (282)

Income tax provision                                         (3)           (3)           (6)           (6)
                                                        -------       -------       -------       -------
Income (loss) before extraordinary loss                    (227)         (272)         (446)         (288)
Extraordinary loss on early extinguishment of debt           (2)            -            (2)            -
                                                        -------       -------       -------       -------
NET INCOME (LOSS)                                       $  (229)      $  (272)      $  (448)      $  (288)
                                                        =======       =======       =======       =======
Dividends on preferred stock                                 (2)           (2)           (4)           (4)
                                                        -------       -------       -------       -------
NET LOSS TO COMMON SHAREHOLDERS                         $  (231)      $  (274)      $  (452)      $  (292)
                                                        =======       =======       =======       =======

Loss per share:
       Basic and diluted
            Loss before extraordinary loss              $ (2.18)      $ (2.74)      $ (4.31)      $ (2.92)
            Extraordinary loss                            (0.02)            -         (0.02)            -
                                                        -------       -------       -------       -------
            Net income (loss)                           $ (2.20)      $ (2.74)      $ (4.33)      $ (2.92)
                                                        =======       =======       =======       =======

Average shares outstanding
       Basic and diluted                                    105           100           104           100
                                                        =======       =======       =======       =======

Cash dividends per common share                         $     -       $  0.03       $     -       $  0.06
                                                        =======       =======       =======       =======
</TABLE>

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


                                       1
<PAGE>   3


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

<TABLE>
<CAPTION>
                                                                                June 30,     December 31,
                                                                                  2001          2000
                                                                               -----------   ------------
                                                                               (Unaudited)
<S>                                                                              <C>           <C>
ASSETS
CURRENT ASSETS
      Cash and cash equivalents                                                  $    49       $    68
      Receivables, less allowance for doubtful accounts                              502           495
      Inventories:
           Products                                                                  582           690
           Materials, purchased parts and supplies                                   166           281
                                                                                 -------       -------
                 Total inventories                                                   748           971
      Prepaid expenses, deposits and other                                            33            25
                                                                                 -------       -------
                 Total current assets                                              1,332         1,559
                                                                                 -------       -------
INVESTMENTS IN AND ADVANCES TO AFFILIATES                                            116           106
GOODWILL AND OTHER INTANGIBLES, NET OF ACCUMULATED AMORTIZATION                      331           338
OTHER NONCURRENT ASSETS                                                               91           106
PROPERTY, PLANT AND EQUIPMENT                                                      4,548         4,554
      Allowance for depreciation                                                  (1,430)       (1,305)
                                                                                 -------       -------
                 Total property, plant and equipment                               3,118         3,249
                                                                                 -------       -------
                                                                                 $ 4,988       $ 5,358
                                                                                 =======       =======

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable                                                           $   121       $    45
      Accrued employee compensation and benefits                                      84            56
      Other accrued liabilities                                                       94            53
      Secured debt in default                                                        659           667
                                                                                 -------       -------
                 Total current liabilities                                           958           821
                                                                                 -------       -------
NONCURRENT LIABILITIES
      Postemployment health care and other insurance benefits                         46            46
      Pension benefits                                                                 4             4
      Other                                                                           36            52
                                                                                 -------       -------
                 Total noncurrent liabilities                                         86           102
                                                                                 -------       -------

LIABILITIES SUBJECT TO COMPROMISE                                                  3,785         3,858

SHAREHOLDERS' EQUITY
      Preferred stock
           Series A Cumulative Convertible (aggregate liquidation value $62            1             2
                 in 2001 and $80 in 2000)
           Series B Convertible (aggregate liquidation value $50)                      1             1
      Common stock (par value $0.50 per share)                                        55            53
      Additional paid-in capital                                                   1,098         1,101
      Retained earnings (deficit)                                                   (957)         (509)
      Treasury stock (5 million shares at cost)                                      (64)          (65)
      Other comprehensive income (loss) and other                                     25            (6)
                                                                                 -------       -------
                 Total shareholders' equity                                          159           577
                                                                                 -------       -------
                                                                                 $ 4,988       $ 5,358
                                                                                 =======       =======
</TABLE>

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


                                       2
<PAGE>   4

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

<TABLE>
<CAPTION>
                                                                          Six Months Ended June 30,
                                                                          -------------------------
                                                                             2001          2000
                                                                           --------      ---------
<S>                                                                        <C>           <C>
OPERATING ACTIVITIES
      Net loss                                                             $  (448)      $  (288)
      Adjustments to reconcile net loss to net cash
           provided by operating activities:
           Extraordinary loss                                                    2             -
           Gain on sale of business                                              -           (26)
           Noncash special charges and write down of equity affiliate            -           291
           Depreciation and amortization                                       147           164
           Pension funding less than related expense                            25            19
           Postemployment benefit payments more than related expense           (11)          (12)
           VEBA recoveries (funding)                                             4           (10)
           Reorganization and restructuring items                              137             -
           Less: payments on reorganization and restructuring items            (21)            -
           Changes in assets, liabilities and other                            215           (83)
                                                                           -------       -------
               Net cash provided by operating activities                        50            55
                                                                           -------       -------

INVESTING ACTIVITIES
      Capital expenditures                                                     (42)         (107)
      Investments in and advances to steel-related businesses                   (9)          (18)
      Proceeds from sale of business                                             -            29
      Proceeds from sale / leaseback and other                                  (2)           33
                                                                           -------       -------
               Net cash used in investing activities                           (53)          (63)
                                                                           -------       -------

FINANCING ACTIVITIES
      Net borrowings (repayments)                                               (8)          (39)
      Deferred financing fees                                                   (8)            -
      Dividends paid and other                                                   -           (10)
                                                                           -------       -------
               Net cash used in financing activities                           (16)          (49)
                                                                           -------       -------

Net decrease in cash and cash equivalents                                      (19)          (57)
Cash and cash equivalents at beginning of period                                68            72
                                                                           -------       -------

Cash and cash equivalents at end of period                                 $    49       $    15
                                                                           =======       =======


Supplemental cash flow information is presented as follows:
      Interest payments                                                    $    33       $    54
      Income tax payments                                                        1            10
      Capitalized interest                                                       3             7
      Borrowings under credit facilities                                     2,983         2,407
      Payments on borrowings under credit facilities                         2,991         2,446
</TABLE>

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

                                       3
<PAGE>   5


THE LTV CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001


NOTE (1) - On December 29, 2000, The LTV Corporation ("LTV" or the "Company")
and forty-eight of its wholly owned subsidiaries (collectively, the "Debtors"),
which include its principal operating subsidiaries, LTV Steel Company, Inc.
("LTV Steel"), Copperweld Corporation ("Copperweld") and VP Buildings, Inc. ("VP
Buildings") filed voluntary petitions for reorganization under Chapter 11
("Chapter 11") of the Federal Bankruptcy Code ("Bankruptcy Code") in the United
States Bankruptcy Court in the Northern District of Ohio, Eastern Division
("Court"). The Company is managing its business as debtor-in-possession subject
to Court approval.

      The Company's consolidated financial statements have been prepared in
conformity with the AICPA's Statement of Position 90-7, "Financial Reporting by
Entities In Reorganization Under the Bankruptcy Code" ("SOP 90-7"). The
consolidated financial statements are prepared on a going concern basis, which
contemplates continuity of operations, realization of assets and liquidation of
liabilities in the ordinary course of business and do not reflect adjustments
that might result if the Debtors are unable to continue as a going concern. As a
result of the Chapter 11 filings, such matters are subject to significant
uncertainty.

      Under Chapter 11 proceedings, actions by creditors to collect claims in
existence at the filing date ("prepetition") are stayed ("deferred"), absent
specific Court authorization to pay such claims, while the Company continues to
manage the business as debtor-in-possession. LTV received approval from the
Court to pay or otherwise honor certain of its prepetition obligations,
including employee wages and certain employee benefits. The Company believes
provisions have been made in the accompanying consolidated financial statements
for the potential claims that could be estimated at the date of these financial
statements. The amount of the claims to be filed by the creditors could be
significantly different than the amount of the liabilities recorded by the
Company. The Company has many executory contracts that could be rejected during
the Chapter 11 proceedings.

      As a result of the Chapter 11 filings, Events of Default, as defined in
the related debt agreements, have occurred with respect to all of LTV's secured
and undersecured debt. The secured debt has been classified as a current
liability and the undersecured debt has been classified as liabilities subject
to compromise.

      Under Chapter 11, the rights of and ultimate payments by the Company to
prepetition creditors and to LTV's stockholders may be substantially altered.
This could result in claims being liquidated in the Chapter 11 proceedings at
less (and possibly substantially less) than 100% of their face value and the
equity of LTV's common and preferred stockholders being diluted or cancelled.
Certain claims in Chapter 11 may be asserted as having higher priorities in the
plan of reorganization. The Company's prepetition creditors and its stockholders
will each have votes in the plan of reorganization. The Company has not yet
proposed a plan of reorganization. Due to material uncertainties, it is not
possible to determine the additional amount of claims that may arise or
ultimately be filed, or to predict the length of time LTV will operate under the
protection of Chapter 11, the outcome of the Chapter 11 proceedings in general,
whether the Company will continue to operate under its current organizational
structure, or the effect of the proceedings on the business of LTV or its
subsidiaries or on the interests of the various creditors and security holders.

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the



                                       4
<PAGE>   6


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 accounting
principles generally accepted in the United States 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 to the current period presentation. The results of operations for the
interim periods are not necessarily indicative of results of operations for a
full year. These financial statements supercede all previously issued financial
statements. For further information, refer to the consolidated financial
statements and the notes thereto for the year ended December 31, 2000 included
in the 2000 Annual Report on Form 10-K and 10-K/A filed with the Securities and
Exchange Commission.

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" and No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141
addresses financial accounting and reporting for business combinations and
supercedes APB No. 16 "Business Combinations" and SFAS No. 38 "Accounting for
Preacquisition Contingencies of Purchased Enterprises." SFAS No. 142 provides
that goodwill and indefinite lived intangible assets are no longer amortized but
are reviewed annually (or more frequently if impairment indicators arise) for
impairment. Separable intangible assets that are not deemed to have an
indefinite life will continue to be amortized over their useful lives (but with
no maximum life). The Company is required to adopt these statements effective
January 1, 2002. The effects of adopting these statements have not yet been
determined. Amortization of goodwill totaled $10 million in 2000.


NOTE (2) - Total comprehensive loss for the three months ended June 30, 2001 and
2000 totaled $221 million and $275 million, respectively. Total comprehensive
loss for the six months ended June 30, 2001 and 2000 totaled $432 million and
$291 million, respectively. On January 1, 2001, the Company adopted SFAS No.
133, as amended, which resulted in a transitional cumulative adjustment of $50
million of other comprehensive income for futures contracts that were sold in
2000. A total of $18 million of the transitional adjustment was reclassified to
the Consolidated Statement of Operations as a reduction of cost of products sold
in the six months ended June 30, 2001. Approximately $14 million is anticipated
to be reclassified to the statement of operations during the next twelve months.
The other comprehensive loss included in the balance sheet at June 30, 2000 was
$3 million, with no material changes since December 31, 1999.

NOTE (3) - Liabilities of the Company that existed at the time of the filing of
the petition under Chapter 11 on December 29, 2000 are classified as liabilities
subject to compromise. With the exception of the Company's secured debt and
liabilities of non-filing subsidiaries, all liabilities as of the filing date
were classified as liabilities subject to compromise and have been deferred. The
Court authorized payments of wages and certain employee benefits and limited
other prepetition obligations. Payments of prepetition obligations in 2001 of
$184 million were primarily for wages, active and retiree healthcare, other
employee related costs (including withholdings) and certain other limited
obligations (including environmental and plant shutdown). Liabilities subject to
compromise at June 30, 2001 and December 31, 2000 were as follows (in millions):


                                       5
<PAGE>   7


<TABLE>
<CAPTION>
                                                                                          June 30,          December 31,
                                                                                            2001                2000
                                                                                          -------------       -------------
<S>                                                                                           <C>                 <C>
      Postemployment health care and other insurance benefits                                 $1,556              $1,593
      Pension benefits                                                                           684                 642
      Undersecured debt                                                                          572                 572
      Accounts payable                                                                           335                 363
      Accrued employee compensation and benefits                                                 176                 213
      Environmental and plant rationalization                                                    138                 161
      Benefits under the Coal Industry Retiree Health Benefit Act of 1992                        132                 130
      Accrued taxes other than income                                                             85                  85
      Accrued income taxes                                                                        25                  27
      Other                                                                                       82                  72
                                                                                             -------             -------
                                                                                              $3,785              $3,858
                                                                                             =======             =======
</TABLE>



NOTE (4) - The following unaudited condensed combined financial statements of
the Debtors were prepared on the same basis as the consolidated financial
statements and are presented below in accordance with SOP 90-7 (in millions):

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS                                    Three months ended  Six months ended
                                                               June 30, 2001    June 30, 2001
                                                               -------------    -------------
<S>                                                               <C>              <C>
Sales                                                             $   831          $ 1,730
Costs and expenses:
       Cost of products sold                                          851            1,788
       Depreciation and amortization                                   71              139
       Selling, general and administrative                             46               96
       Net interest expense                                            14               23
       Other (income) expense                                           1               (6)
       Reorganization and restructuring items                          79              137
                                                                  -------          -------
            Total                                                   1,062            2,177
                                                                  -------          -------
Loss before income taxes                                             (231)            (447)
Income tax provision                                                   (2)              (5)
                                                                  -------          -------
       Income (loss) before extraordinary loss                       (233)            (452)
       Extraordinary loss on early extinguishment of debt              (2)              (2)
                                                                  -------          -------
Net loss                                                          $  (235)         $  (454)
                                                                  =======          =======
</TABLE>


                                       6
<PAGE>   8

<TABLE>
<CAPTION>
BALANCE SHEET                                   June 30,      December 31,
                                                  2001           2000
                                              ----------      ------------
<S>                                              <C>            <C>
Cash                                             $   34         $   55
Accounts receivable, net                            450             72
Intercompany receivable, net                         36            941
Inventories                                         717            124
Prepaid expenses                                     23             22
                                                 ------         ------
       Total current assets                       1,260          1,214
                                                 ------         ------

Goodwill and other intangibles                      334            334
Investments in non-Debtor subsidiaries              199            192
Other noncurrent assets                              75             94
Property, plant and equipment, net                2,996          3,124
                                                 ------         ------
                                                 $4,864         $4,958
                                                 ======         ======

Accounts payable and accrued liabilities         $  259         $   96
Secured debt in default                             659            402
                                                 ------         ------
       Total current liabilities                    918            498
                                                 ------         ------

Other noncurrent liabilities                          8             25
Liabilities subject to compromise                 3,785          3,858
Shareholders' equity                                153            577
                                                 ------         ------
                                                 $4,864         $4,958
                                                 ======         ======
</TABLE>


                                       7
<PAGE>   9
<Table>
<Caption>

STATEMENT OF CASH FLOWS                                                                 Six months ended
                                                                                          June 30, 2001
                                                                                        ----------------
<S>                                                                                           <C>
Operating activities
      Net loss                                                                                $(454)
      Adjustments to reconcile net loss to net cash provided by operating activities:
           Extraordinary loss                                                                     2
           Depreciation and amortization                                                        139
           Pension funding less than related expense                                             24
           Postemployment benefit payments more than related expense                            (11)
           VEBA trust recoveries                                                                  4
           Reorganization and restructure items                                                 137
           Less: payments against reorganization and restructuring items                        (21)
           Changes in assets, liabilities and other                                             (47)
                                                                                              -----
               Net cash provided by operating activities                                       (227)
                                                                                              -----

Investing activities
      Capital expenditures                                                                      (35)
      Investments in steel related businesses                                                    (9)
                                                                                              -----
           Net cash used by investing activities                                                (44)
                                                                                              -----

Financing activities
      Net borrowings under credit facilities                                                    258
      Deferred financing fees                                                                    (8)
                                                                                              -----
           Net cash provided by investing activities                                            250
                                                                                              -----

Net decrease in cash and cash equivalents                                                       (21)
Cash and cash equivalents at beginning of period                                                 55
                                                                                              -----
Cash and cash equivalents at end of period                                                    $  34
                                                                                              =====
</TABLE>



NOTE (5) - LTV operates in three reportable segments: Integrated Steel, Metal
Fabrication and Corporate and Other. Integrated Steel manufactures and sells a
diversified line of carbon flat rolled steel products consisting of hot rolled
and cold rolled sheet and galvanized products. The tin mill facilities were sold
on March 1, 2001 to the U. S. Steel Group of the USX Corporation pursuant to an
agreement made with USX Corporation in October 2000 and subsequently approved by
the Court in February 2001. Sales are made primarily to the domestic
transportation, appliance, and electrical equipment markets. The product lines
of the Metal Fabrication segment include pipe, conduit, mechanical and
structural tubular products for use in transportation, agriculture, oil and gas,
and construction industries; bimetallic wire for the telecommunications and
utilities industries; manufactured pre-engineered, low-rise steel buildings
systems for manufacturing, warehousing and commercial applications. LTV is in
the process of selling VP Buildings, a metal buildings systems manufacturer, and
expects to complete the sale prior to the end of 2001. Corporate and Other
consists of corporate investments and related income and expenses and in 2000
included the results of two steel technology joint ventures, Trico Steel Company
L.L.C. ("Trico Steel") and Cliffs and Associates Limited ("CAL"). The Trico
Steel investment was written off effective in the fourth quarter of 2000



                                       8
<PAGE>   10

because Trico Steel ceased operations and filed for protection under Chapter 11
of the Bankruptcy Code. As a result, the Company determined that any recovery of
its investment in Trico Steel would be remote. The CAL investment was sold on
June 30, 2000. The results of the ventures are included in the prior year
through those dates, respectively.

      LTV's reportable segments are strategic business units grouped by similar
products, technologies and manufacturing processes. Segments are managed
separately because each serves a different market and group of customers.
Segment performance is measured on profit or loss before special items, income
taxes and interest. Integrated Steel accounts for intersegment sales at current
market prices as if transactions had taken place with third parties.

<TABLE>
<CAPTION>
For the three months ended June 30,                         2001                                            2000
                                          -------------------------------------------    -------------------------------------------
(dollars in millions)                     Integrated       Metal    Corporate            Integrated    Metal      Corporate
                                             Steel      Fabrication  & Other   Total        Steel    Fabrication   & Other   Total
                                          ----------    -----------  -------   ------    ----------  -----------   -------  --------
<S>                                        <C>         <C>            <C>     <C>         <C>         <C>           <C>     <C>
Trade sales                                $   605     $   354        $ -     $   959     $   862     $   448       $ -     $ 1,310
Intersegment sales                              45           -          -          45          35           -         -          35
Segment income (loss) before income taxes
    and special items                         (129)          7        (23)       (145)         28          27      (117)        (62)
Special charges                                  -           -          -           -        (205)         (2)        -        (207)
Reorganization and restructuring items         (69)          -        (10)        (79)          -           -         -           -
</TABLE>


<TABLE>
<CAPTION>
For the six months ended June 30,                              2001                                          2000
                                         -------------------------------------------     -------------------------------------------
(dollars in millions)                     Integrated       Metal    Corporate            Integrated    Metal      Corporate
                                             Steel      Fabrication  & Other   Total        Steel    Fabrication   & Other   Total
                                          ----------    -----------  -------   ------    ----------  -----------   -------  --------

<S>                                        <C>         <C>            <C>     <C>         <C>         <C>           <C>     <C>
Trade sales                                $ 1,232     $   716        $ -     $ 1,948     $ 1,785     $   880       $ -     $ 2,665
Intersegment sales                              85           -          -          85          69           -         -          69
Segment income (loss) before income taxes
    and special items                         (274)          8        (37)       (303)         22          49      (146)        (75)
Special charges                                  -           -          -           -        (205)         (2)        -        (207)
Reorganization and restructuring items        (110)         (1)       (26)       (137)          -           -         -           -
</TABLE>


NOTE (6) - On March 20, 2001, the Court approved two new debtor-in-possession
financing facilities that were closed on April 9, 2001. The first facility is a
Secured Revolving Credit Facility ("Revolving Credit Facility") which replaces
the Company's receivables and inventory facilities. The obligation is guaranteed
by the direct and indirect subsidiaries of LTV that have filed for bankruptcy.
The commitment under the Revolving Credit Facility is $582 million and may be
further limited by amounts of receivables and inventories. Of the total
commitment, $103 million may be used for standby letters of credit; an
additional $20 million may be used for letters of credit when the Working
Capital Facility (described below) is terminated. Borrowings under the Revolving
Credit Facility will be required to be repaid in full and the commitment will
terminate on the earlier of June 30, 2002 or the substantial consummation of a
plan of reorganization that is confirmed by the Court or any other court having
jurisdiction over the Chapter 11 proceedings. The commitment amount under the
Revolving Credit Facility will be reduced by $100 million on September 30, 2001,
by $100 million on December 31, 2001 and by an additional $200 million on March
31, 2002. Substantially all of LTV Steel's and Georgia Tubing Corporation's (a
wholly owned subsidiary of LTV) receivables and inventories and the receivables
of Welded Tube and Copperweld's domestic subsidiaries are pledged as collateral.
In addition, the lenders have a first priority lien on the Company's integrated
steel plant in Hennepin, Illinois (the "Hennepin Plant") equal to $28 million
and a junior lien on all other assets of the debtors pledged under the Company's
five-year secured term loan of $225 million (the "Secured Facility") and the
Working Capital Facility. Additionally, the commitment will be reduced by 50% of
net cash proceeds received from the sale of VP Buildings in excess of the amount
required to paydown



                                       9
<PAGE>   11


the $100 million Working Capital Facility. Upon a sale of the Hennepin Plant,
100% of the net cash proceeds up to $28 million shall be applied to permanently
reduce the then current commitment, if any, under the Working Capital Facility,
and 50% of the remainder shall be used to permanently reduce the commitment
under the Revolving Credit Facility. Upon the sale of any integrated steel asset
other than the Hennepin Plant, 100% of the net cash proceeds shall be applied to
permanently reduce the then current commitment, if any, under the Working
Capital Facility, and 50% of the remainder shall be applied to permanently
reduce the commitment under the Revolving Credit Facility.

      Interest is, at the Company's option, the Alternate Base Rate (which is
the greater of the prime rate, a base CD rate (as defined) plus 1.0% or the
Federal Funds Effective Rate plus 0.5%) plus 1.5% or LIBOR plus 2.5%. Interest
is payable monthly. The Company is required to meet certain covenants relating
to cumulative EBITDA and capital expenditures, minimum liquidity and is
prohibited from paying dividends.

      The second debtor-in-possession facility is a $100 million financing
facility for working capital purposes that consists of a $65 million revolving
credit facility and a $35 million term loan facility (together the "Working
Capital Facility"). The borrowers under the facility are the Company, VP
Buildings, Copperweld and its domestic subsidiaries, Georgia Tubing Corporation
and LTV Steel. The $65 million revolving credit facility may be limited by
amounts of VP Buildings' receivables, inventories or EBITDA. The Working Capital
Facility will terminate on the earlier of June 30, 2002, the substantial
consummation of a plan of reorganization that is confirmed by the Court or any
other court having jurisdiction over the Chapter 11 proceedings or the sale of
VP Buildings. This facility is guaranteed by the direct and indirect
subsidiaries of LTV that have filed for bankruptcy. The Working Capital Facility
lenders have a first lien on substantially all the assets of VP Buildings and
the fixed assets of LTV Steel, subject to the $28 million Hennepin Plant lien
described above and subject to the lien on the west side of the Cleveland Works
granted under an United Steel Workers of America ("USWA") Collateral Trust
Agreement securing the payment of retiree medical benefits and pension
obligations. The Working Capital Facility lenders also have a junior lien on
certain other assets pledged under the Secured Facility and the Revolving Credit
Facility.

      Interest on the revolving credit portion of the Working Capital Facility
is at the greater of 11% or the prime rate plus 2% and, for the term loan
portion of the Working Capital Facility the greater of 12.25% or the prime rate
plus 3.25%. Interest is payable monthly. The Company and VP Buildings are
required to meet certain covenants relating to cumulative EBITDA and capital
expenditures, minimum liquidity and the Company is prohibited from paying
dividends.

      On July 31, 2001, LTV negotiated an amendment to the Working Capital
Facility that reduced the $65 million revolving credit facility to $45 million
and revised the EBITDA covenant. All other provisions remain in effect and the
amendment is subject to approval by the Bankruptcy Court.




                                       10
<PAGE>   12




NOTE (7) - Pursuant to SOP 90-7, provisions for gains and losses resulting from
the reorganization and restructuring of the business are reported in the
consolidated Statement of Operations separately as reorganization and
restructuring items. Amounts were recorded as follows (in millions):



<TABLE>
<CAPTION>
                                                                                   June 30, 2001
                                                                      --------------------------------------
                                                                       Three months ended  Six months ended
                                                                      ------------------   -----------------
<S>                                                                                 <C>                <C>
Sale of tin mill facilities                                                         $ -                $ 39
Rejection of executory contracts and abandonment of
      capitalized software                                                           59                  59
LTV Steel Mining shutdown costs                                                       7                   7
Salaried employee termination costs                                                   3                   6
Chapter 11 administrative expenses, including professional fees                      11                  28
Interest income                                                                      (1)                 (2)
                                                                      ------------------   -----------------
                                                                                   $ 79               $ 137
                                                                      ==================   =================
</TABLE>



NOTE (8) - All of LTV's existing subsidiaries, including Copperweld and Welded
Tube, and future domestic wholly owned subsidiaries of LTV (other than certain
unrestricted subsidiaries and special purpose subsidiaries established for
working capital facilities) fully and unconditionally, jointly and severally
guarantee LTV's obligation to pay principal, premium, if any, and interest with
respect to the 11.75% Senior Notes due October 2009, the 8.2% Senior Notes due
September 2007 and the Secured Facility.

      The following supplemental condensed consolidating financial statements of
The LTV Corporation present (in millions): balance sheets as of June 30, 2001
and December 31, 2000; statements of operations for the three months and six
months ended June 30, 2001 and 2000; and statements of cash flows for the six
months ended June 30, 2001 and 2000. The LTV Corporation (Parent), the
Guarantors and 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.


                                       11
<PAGE>   13

<TABLE>
<CAPTION>
Condensed Consolidating Balance Sheet
(in millions)
                                                                                     June 30, 2001
                                                       --------------------------------------------------------------------------
                                                                                 Non-Guarantor
                                                        Parent     Guarantor      Subsidiaries     Eliminations    Consolidated
                                                       ---------   -----------   ---------------   -------------   --------------
<S>                                                      <C>           <C>                <C>          <C>               <C>
Cash and cash equivalents                                  $ 36           $ 5               $ 8             $ -             $ 49
Receivables                                                   -           452                50               -              502
Inventories                                                   -           718                30               -              748
Other current assets                                         12            18                 3               -               33
                                                       ---------   -----------   ---------------   -------------   --------------
    Total current assets                                     48         1,193                91               -            1,332
                                                       ---------   -----------   ---------------   -------------   --------------
                                                                                                              -
Intercompany, net                                         1,260           793               (48)         (2,005)               -
Goodwill and other intangibles                                -           327                 4               -              331
Investments and other noncurrent assets                      73           231                 8            (105)             207
Property, plant and equipment, net                            -         3,015               103               -            3,118
                                                       ---------   -----------   ---------------   -------------   --------------
        Total assets                                     $1,381        $5,559             $ 158        $ (2,110)         $ 4,988
                                                       =========   ===========   ===============   =============   ==============

Accounts payable and accrued liabilities                   $ 10         $ 255              $ 34             $ -            $ 299
Secured debt in default                                       -           659                 -               -              659
                                                       ---------   -----------   ---------------   -------------   --------------
    Total current liabilities                                10           914                34               -              958
                                                       ---------   -----------   ---------------   -------------   --------------
Postemployment health care and other insurance benefits       -            35                11               -               46
Pension benefits                                              -             1                 3               -                4
Other                                                         -            10                26               -               36
Liabilities subject to compromise                            32         3,753                 -               -            3,785
Liabilities subject to compromise - Intercompany          1,180           825                 -          (2,005)               -
Shareholders' equity                                        159            21                84            (105)             159
                                                       ---------   -----------   ---------------   -------------   --------------
        Total liabilities and shareholders' equity       $1,381        $5,559             $ 158        $ (2,110)         $ 4,988
                                                       =========   ===========   ===============   =============   ==============
</TABLE>

<TABLE>
<CAPTION>
                                                                                   December 31, 2000
                                                       --------------------------------------------------------------------------
                                                                                 Non-Guarantor
                                                        Parent     Guarantor      Subsidiaries     Eliminations    Consolidated
                                                       ---------   -----------   ---------------   -------------   --------------
<S>                                                      <C>           <C>                <C>          <C>               <C>
Cash and cash equivalents                                  $ 39          $ 17              $ 12             $ -             $ 68
Receivables                                                   3            72               420               -              495
Inventories                                                   -           125               846               -              971
Other current assets                                          1            21                 3               -               25
                                                       ---------   -----------   ---------------   -------------   --------------
    Total current assets                                     43           235             1,281               -            1,559
                                                       ---------   -----------   ---------------   -------------   --------------
                                                                                                              -
Intercompany, net                                         1,307           900              (754)         (1,453)               -
Goodwill and other intangibles                                -           334                 4               -              338
Investments and other noncurrent assets                     449           221                12            (470)             212
Property, plant and equipment, net                            -         3,145               104               -            3,249
                                                       ---------   -----------   ---------------   -------------   --------------
        Total assets                                     $1,799        $4,835             $ 647        $ (1,923)         $ 5,358
                                                       =========   ===========   ===============   =============   ==============

Accounts payable and accrued liabilities                    $ -         $ 103              $ 51             $ -            $ 154
Long-term secured debt in default                             -           197               470               -              667
                                                       ---------   -----------   ---------------   -------------   --------------
    Total current liabilities                                 -           300               521               -              821
                                                       ---------   -----------   ---------------   -------------   --------------
Postemployment health care and other insurance benefits       -            35                11               -               46
Pension benefits                                              -             1                 3               -                4
Other                                                         -            27                25               -               52
Liabilities subject to compromise                            39         3,819                 -                            3,858
Liabilities subject to compromise - Intercompany          1,183           270                 -          (1,453)               -
Shareholders' equity                                        577           383                87            (470)             577
                                                       ---------   -----------   ---------------   -------------   --------------
        Total liabilities and shareholders' equity       $1,799        $4,835             $ 647        $ (1,923)         $ 5,358
                                                       =========   ===========   ===============   =============   ==============
</TABLE>



                                       12
<PAGE>   14
Condensed Consolidating Statement of Operations
(in millions)
<TABLE>
<CAPTION>
                                                                            Three Months Ended June 30, 2001
                                                      ------------------------------------------------------------------------------
                                                                                  Non-Guarantor
                                                      Parent      Guarantor       Subsidiaries       Eliminations     Consolidated
                                                      --------    -----------    ----------------    -------------    --------------

<S>                                                    <C>            <C>                    <C>            <C>              <C>
Net sales                                              $    -          $ 876                $ 98            $ (15)            $ 959
Costs and expenses:
    Cost of products sold                                   -            893                  84              (15)              962
    Depreciation and amortization                           -             70                   4                -                74
    Selling, general and administrative                     8             39                   4                -                51
    Results of affiliates' operations                     206              -                   -             (204)                2
    Net interest and other (income) expense                 1             12                   2                -                15
    Reorganization and restructuring items                 11             68                   -                -                79
                                                      --------    -----------    ----------------    -------------    --------------
         Total                                            226          1,082                  94             (219)            1,183
                                                      --------    -----------    ----------------    -------------    --------------
Income (loss) before income taxes                        (226)          (206)                  4              204              (224)
Income tax provision                                       (3)             -                   -                -                (3)
                                                      --------    -----------    ----------------    -------------    --------------
Income loss before extraordinary loss                    (229)          (206)                  4              204              (227)
    Extraordinary loss on early extinguishment of debt      -              -                  (2)               -                (2)
                                                      --------    -----------    ----------------    -------------    --------------
         Net income (loss)                             $ (229)        $ (206)                $ 2            $ 204            $ (229)
                                                      ========    ===========    ================    =============    ==============
</TABLE>

<TABLE>
<CAPTION>
                                                                            Three Months Ended June 30, 2000
                                                      ------------------------------------------------------------------------------
                                                                                  Non-Guarantor
                                                      Parent      Guarantor       Subsidiaries       Eliminations     Consolidated
                                                      --------    -----------    ----------------    -------------    --------------
<S>                                                    <C>           <C>                 <C>               <C>              <C>
Net sales                                              $    -        $ 1,204             $ 1,039           $ (933)          $ 1,310
Costs and expenses:
    Cost of products sold                                   -          1,108               1,000             (933)            1,175
    Depreciation and amortization                           -             82                   2                -                84
    Selling, general and administrative                     6             49                   3                -                58
    Results of affiliates' operations                     267            (14)                  -             (250)                3
    Loss on write down of equity affiliate                  -             84                   -                -                84
    Net interest and other (income) expense                 -            (43)                 11                -               (32)
    Special charges                                         -            207                   -                -               207
                                                      --------    -----------    ----------------    -------------    --------------
         Total                                            273          1,473               1,016           (1,183)            1,579
                                                      --------    -----------    ----------------    -------------    --------------
Income (loss) before income taxes                        (273)          (269)                 23              250              (269)
Income tax provision                                        1              -                  (4)               -                (3)
                                                      --------    -----------    ----------------    -------------    --------------
         Net income (loss)                             $ (272)        $ (269)               $ 19            $ 250            $ (272)
                                                      ========    ===========    ================    =============    ==============
</TABLE>

                                       13
<PAGE>   15

Condensed Consolidating Statement of Operations
(in millions)



<TABLE>
<CAPTION>
                                                                             Six Months Ended June 30, 2001
                                                      ------------------------------------------------------------------------------
                                                                                  Non-Guarantor
                                                      Parent      Guarantor       Subsidiaries       Eliminations     Consolidated
                                                      --------    -----------    ----------------    -------------    --------------

<S>                                                    <C>           <C>                   <C>              <C>             <C>
Net sales                                              $    -        $ 1,777               $ 196            $ (25)          $ 1,948
Costs and expenses:
    Cost of products sold                                   -          1,830                 172              (25)            1,977
    Depreciation and amortization                           -            140                   7                -               147
    Selling, general and administrative                    14             82                   8                -               104
    Results of affiliates' operations                     407              4                   -             (409)                2
    Net interest and other (income) expense                (6)            15                  12                -                21
    Reorganization and restructuring items                 27            110                   -                -               137
                                                      --------    -----------    ----------------    -------------    --------------
         Total                                            442          2,181                 199             (434)            2,388
                                                      --------    -----------    ----------------    -------------    --------------
Income (loss) before income taxes                        (442)          (404)                 (3)             409              (440)
Income tax provision                                       (6)             -                   -                -                (6)
                                                      --------    -----------    ----------------    -------------    --------------
Income (loss) before extraordinary loss                  (448)          (404)                 (3)             409              (446)
    Extraordinary loss on early extinguishment of debt      -              -                  (2)               -                (2)
                                                      --------    -----------    ----------------    -------------    --------------
         Net income (loss)                             $ (448)        $ (404)               $ (5)           $ 409            $ (448)
                                                      ========    ===========    ================    =============    ==============
</TABLE>

<TABLE>
<CAPTION>
                                                                             Six Months Ended June 30, 2000
                                                      ------------------------------------------------------------------------------
                                                                                  Non-Guarantor
                                                      Parent      Guarantor       Subsidiaries       Eliminations     Consolidated
                                                      --------    -----------    ----------------    -------------    --------------

<S>                                                    <C>           <C>                 <C>             <C>              <C>
Net sales                                              $    -        $ 2,458             $ 2,132         $ (1,925)          $ 2,665
Costs and expenses:
    Cost of products sold                                   -          2,237               2,075           (1,925)            2,387
    Depreciation and amortization                           -            159                   5                -               164
    Selling, general and administrative                    13             96                   7                -               116
    Results of affiliates' operations                     273             (5)                  -             (268)                -
    Loss on write down of equity affiliate                  -             84                   -                -                84
    Net interest and other (income) expense                 -            (28)                 17                -               (11)
    Special charges                                         -            207                   -                -               207
                                                      --------    -----------    ----------------    -------------    --------------
         Total                                            286          2,750               2,104           (2,193)            2,947
                                                      --------    -----------    ----------------    -------------    --------------
Income (loss) before income taxes                        (286)          (292)                 28              268              (282)
Income tax provision                                       (2)             -                  (4)               -                (6)
                                                      --------    -----------    ----------------    -------------    --------------
         Net income (loss)                             $ (288)        $ (292)               $ 24            $ 268            $ (288)
                                                      ========    ===========    ================    =============    ==============
</TABLE>


                                       14
<PAGE>   16

Condensed Consolidating Cash Flows Statement
(in millions)


<TABLE>
<CAPTION>

                                                                             Six Months Ended June 30, 2001
                                                      ---------------------------------------------------------------------------
                                                                                  Non-Guarantor
                                                      Parent      Guarantor       Subsidiaries       Eliminations   Consolidated
                                                      --------    -----------    ----------------    -------------  -------------
<S>                                                       <C>         <C>                  <C>                <C>           <C>
Cash provided by (used in) operating activities           $ 5         $ (428)              $ 473              $ -           $ 50
Investing activities:
    Capital expenditures                                    -            (35)                 (7)               -            (42)
    Investments in steel related businesses                 -             (9)                  -                -             (9)
    Other                                                   -             (2)                  -                -             (2)
                                                      --------    -----------    ----------------    -------------  -------------
         Net cash provided by (used in) investing
          activities                                        -            (46)                 (7)               -            (53)
                                                      --------    -----------    ----------------    -------------  -------------
Financing activities:
    Net borrowings/(repayments)                             -            462                (470)               -             (8)
    Deferred financing fees                                (8)             -                   -                -             (8)
                                                      --------    -----------    ----------------    -------------  -------------
         Net cash provided by (used in) financing
          activities                                       (8)           462                (470)               -            (16)
                                                      --------    -----------    ----------------    -------------  -------------
Net increase (decrease) in cash and cash equivalents       (3)           (12)                 (4)               -            (19)
Cash and cash equivalents at beginning of period           39             17                  12                -             68
                                                      --------    -----------    ----------------    -------------  -------------
Cash and cash equivalents at end of period               $ 36            $ 5                 $ 8              $ -           $ 49
                                                      ========    ===========    ================    =============  =============
</TABLE>
<TABLE>
<CAPTION>

                                                                             Six Months Ended June 30, 2000
                                                      ---------------------------------------------------------------------------
                                                                                 Non-Guarantor
                                                      Parent      Guarantor       Subsidiaries       Eliminations   Consolidated
                                                      --------    -----------    ----------------    -------------  -------------
<S>                                                       <C>            <C>                <C>               <C>           <C>
Cash provided by (used in) operating activities           $ 5            $ 6                $ 44              $ -           $ 55
Investing activities:
    Capital expenditures                                    -           (101)                 (6)               -           (107)
    Investments in affiliates                               -            (18)                  -                -            (18)
    Proceeds from sale of business                          -             29                   -                -             29
    Proceeds from sale / leaseback and other                -             46                 (13)               -             33
                                                      --------    -----------    ----------------    -------------  -------------
         Net cash provided by (used in)
          investing activities                              -            (44)                (19)               -            (63)
                                                      --------    -----------    ----------------    -------------  -------------
Financing activities:
    Net repayments                                          -             (4)                (35)               -            (39)
    Dividends paid and other                              (10)             -                   -                -            (10)
                                                      --------    -----------    ----------------    -------------  -------------
         Net cash provided by (used in) financing
          activities                                      (10)            (4)                (35)               -            (49)
                                                      --------    -----------    ----------------    -------------  -------------
Net increase (decrease) in cash and cash equivalents       (5)           (42)                (10)               -            (57)
Cash and cash equivalents at beginning of period            9             40                  23                -             72
                                                      --------    -----------    ----------------    -------------  -------------
Cash and cash equivalents at end of period                $ 4           $ (2)               $ 13              $ -           $ 15
                                                      ========    ===========    ================    =============  =============
</TABLE>










                                       15
<PAGE>   17


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

RESULTS OF OPERATIONS

Summary results for the three months and six months ended June 30, 2001 and 2000
for each segment are listed below ($ in millions):

<TABLE>
<CAPTION>
                                                                       Three Months Ended June 30,
                                            --------------------------------------------------------------------------------------
                                                Integrated Steel              Metal Fabrication            Corporate and Other
                                            --------------------------    --------------------------    --------------------------
                                                   2001         2000             2001         2000              2001         2000
                                                   ----         ----             ----         ----              ----         ----
<S>                                                <C>          <C>              <C>          <C>                <C>          <C>
 Sales - Trade                                     $ 605        $ 862            $ 354        $ 448              $ -          $ -
         Intersegment                                 45           35                -            -                -            -
 Cost of products sold                               701          825              306          385                -            -
 Selling, general and administrative                  18           26               25           25                8            7
 Results of affiliates' operations                     2            -                -            -                -            3
 Write down of equity affiliate                        -            -                -            -                -           84
 Net interest expense                                  -            -                -            1               17           24
 Other (income) expense                               (1)         (53)               -           (4)              (1)           -
 Income (loss) before income taxes
      and items below                               (129)          28                7           27              (23)        (117)
 Special charges                                       -         (205)               -           (2)               -            -
 Reorganization and restructuring items              (69)           -                -            -              (10)           -
 Tons in thousands:
 Steel shipments - Trade                           1,526        1,771              419          502
                   Intersegment                      183           93
      Raw steel production                         1,939        2,168
Operating rate                                       86%         101%
</TABLE>
<TABLE>
<CAPTION>
                                                                           Six Months Ended June 30,
                                            --------------------------------------------------------------------------------------
                                                Integrated Steel              Metal Fabrication            Corporate and Other
                                            --------------------------    --------------------------    --------------------------
                                                   2001         2000             2001         2000             2001         2000
                                                   ----         ----             ----         ----             ----         ----
<S>                                              <C>          <C>                <C>          <C>                <C>          <C>
 Sales - Trade                                   $ 1,232      $ 1,785            $ 716        $ 880              $ -          $ -
         Intersegment                                 85           69                             -                -            -
 Cost of products sold                             1,434        1,700              628          756                -            -
 Selling, general and administrative                  39           50               51           52               14           14
 Results of affiliates' operations                     2            -                -           (1)               -            1
 Write down of equity affiliate                        -            -                -            -                -           84
 Net interest expense                                  -            -                -            1               31           48
 Other (income) expense                               (1)         (53)              (1)          (6)              (8)          (1)
 Income (loss) before income taxes
      and items below                               (274)          22                8           49              (37)        (146)
 Special charges                                       -         (205)               -           (2)               -            -
 Reorganization and restructuring items             (110)           -               (1)           -              (26)           -
 Tons in thousands:
 Steel shipments - Trade                           3,037        3,727              840          993
                   Intersegment                      344          191
      Raw steel production                         3,769        4,415
Operating rate                                       88%         102%

</TABLE>



                                       16
<PAGE>   18

INTEGRATED STEEL

      Sales in the second quarter 2001 decreased due to 11% lower average
selling prices on shipments that were 8% lower than the prior year quarter. In
the first six months of 2001 sales decreased due to 14% lower shipments and 10%
lower average steel selling prices compared to the prior year period.

      Cost of products sold as a percentage of sales increased in the 2001
periods primarily as a result of lower production volume and lower selling
prices in the 2001 periods and the favorable settlement of an environmental
insurance claim recorded in the second quarter of 2000.

      Raw steel production at the Company's steelmaking facilities decreased in
the 2001 periods, primarily due to reduced operating levels as a result of lower
demand.

      The Company follows American Iron and Steel Institute ("AISI") standards
in calculating its maximum operating rate based on 95% of blast furnace
capacity, which recognizes the average effect of blast furnace relines. Steel
production may be supplemented with purchases of semifinished steel when demand
for the Company's products exceeds production capability.

      Selling, general and administrative expenses in the 2001 periods were
lower than the comparable 2000 periods' expenses primarily due to lower spending
on professional fees and employment costs. Results of affiliates' operations in
the 2001 periods reflects the write off of the Company's investment in MetalSite
L. P.

      Included in other income and expense in the second quarter of 2000 are
gains of $53 million from the demutualization of Metropolitan Life Insurance
Company and the sale of LTV's investment in Presque Isle Corporation, a
limestone quarry facility.


METAL FABRICATION

      Sales in the 2001 periods decreased primarily due to lower shipments in
the tubular products and metal buildings markets. Shipments decreased by 83,000
tons in the second quarter and 153,000 tons in the first half of 2001 over the
same periods in the prior year. The sales decline was also due to lower average
selling prices in the tubular products markets. Additionally, metal buildings
sales were 22% lower and 21% lower for the three months and six months ended
June 30, 2001, respectively, compared to the prior year periods.

      Cost of products sold as a percentage of sales increased in the 2001
periods primarily due to lower average selling prices and lower shipments.

      Selling, general and administrative expenses were about equal to the prior
year periods.

CORPORATE AND OTHER

      Interest expense was lower in the 2001 periods due to the suspension of
interest expense on the Company's undersecured debt during the bankruptcy
proceedings of $15 million and $29 million for the second quarter and six months
ended June 30, 2001, respectively.


                                       17
<PAGE>   19

      Results of the Trico Steel and CAL joint ventures were included in the
results of affiliates' operations in the 2000 periods. Trico Steel was written
off effective in the fourth quarter of 2000 because the Company determined that
any recovery of its investment would be remote. The CAL investment was written
down by $84 million to its fair value and sold in June 2000.

INCOME TAXES

      The cash taxes consist of state and foreign taxes and federal taxes
including a less than 80% owned subsidiary that was sold on June 30, 2000. In
all periods presented, the Company has recorded full valuation allowances to
offset the non-cash tax benefit arising from the losses. At this time, the
Company has concluded that the realization of deferred tax assets is not deemed
to be "more likely than not" and, consequently, established a valuation reserve
for all of its net deferred tax assets.

      The Company's ability to reduce its future income tax payments through the
use of net operating loss carryforwards could be significantly limited on an
annual basis if the Company were to undergo an "ownership change" within the
meaning of Section 382 of the Internal Revenue Code of 1986. For the purpose of
preserving LTV's ability to utilize its net operating loss carryforwards,
Article Ninth of LTV's Restated Certificate of Incorporation prohibits, with
certain limited exceptions, any unapproved acquisition of common stock that
would cause the ownership interest percentage of the acquirer or any other
person to increase to 4.5% or above. However, an "ownership change" may occur
when the Company emerges from Chapter 11 and would limit the annual use of net
operating loss carryforwards after emergence from bankruptcy.


LIQUIDITY AND FINANCIAL RESOURCES

     The Company's sources of liquidity include cash and cash equivalents, cash
from operations, and amounts available under its debtor-in-possession
facilities. Interest expense for the first six months of 2001 was $31 million.
The accrual and payment of interest on the undersecured debt has been suspended.
The contractual amount of interest not accrued at June 30, 2001 was $29 million.
Availability under LTV's existing credit facilities at June 30, 2001 was $119
million.

     In 2001, cash provided by operating activities amounted to $50 million.
Major uses of cash during 2001 were $42 million in capital expenditures.

     Since filing under Chapter 11, no dividends have been paid, no shares have
been repurchased and the new debtor-in-possession facilities prohibit the
payment of dividends on all preferred and common stock.

     Under the Company's debtor-in-possession credit facilities, liquidity will
be impacted by the uncertainty of the bankruptcy proceedings, including
restructuring and settlement of prepetition obligations, the terms of the
debtor-in-possession credit facilities and the ability to obtain other
financing. See Note 6 in the Notes to Consolidated Financial Statements for a
complete description of the debtor-in-possession credit facilities and the
related commitment reductions throughout the term of the credit facilities. As a
result of these uncertainties, there can be no assurance existing or future
sources of liquidity will be adequate.


                                       18
<PAGE>   20

     The Company expects that it will not meet the consolidated EBITDA covenant
under its debtor-in -possession credit facilities as of July 31, 2001 and is
currently negotiating a waiver or amendment with the lenders. If a waiver or
amendment is not obtained, the Company's liquidity may be reduced.


     The Company expects to negotiate with its Revolving Credit Facility lenders
a deferral of the scheduled September 30, 2001 commitment reduction of $100
million if it has not obtained additional funding under the Emergency
Steel Loan Guarantee Program by September 30, 2001.


OTHER ITEMS

      On July 9, 2001 the Company negotiated a modified labor agreement with the
United Steelworkers of America ("USWA") effective as of August 1, 2001 and
expiring on February 1, 2006. The agreement is expected to provide significant
cost reductions through deferral of wage increases, flexible work rules, cost
savings in active and retiree health care, and reduced employment levels. The
agreement also permits LTV to borrow from the Voluntary Employee Beneficiary
Association trust fund to pay health and life insurance benefits of USWA
retirees from July 1, 2001 through the expiration of the modified labor
agreement. The modified labor agreement becomes effective only if it is approved
by the USWA, LTV's Board of Directors and the Bankruptcy Court. Additionally,
the following conditions must be met prior to October 31, 2001 for the agreement
to become effective: receipt by the Company of unrestricted availability of $250
million in addition to the current lending arrangements with final maturity no
earlier than December 31, 2005 under the Emergency Steel Loan Guarantee Program;
approval by the Pension Benefit Guaranty Corporation of new pension funding
arrangements to allow the Company to reduce its annual pension funding
obligations between 2001 and 2007 to levels that can be supported by the
Company's cash flows based on reasonable forecasts; and an agreement by the
Company and USWA on a program concerning the Company's Cleveland Works West Side
facility. LTV's Board of Directors and the Bankruptcy Court approved the
agreement in July 2001 and ratification is expected by USWA employees in August
2001.

      In April 2001, the Company announced its intention to permanently close
the Direct Hot Charge Complex ("DHCC") and C-1 blast furnace of the West Side of
the Cleveland Works. The DHCC, which has an annual raw steel capacity of about 2
million tons, consists of a basic oxygen furnace steelmaking shop, a continuous
slab caster and hot strip mill. The facilities employ about 800 hourly and 100
salaried people. Approximately half of the affected employees will be eligible
to retire. Under the modified labor agreement, the DHCC will remain on hot idle
until October 31, 2001 while studies are conducted for possible future reuse of
the facility. No shutdown costs have been accrued at June 30, 2001.

      In July 2001, LTV's largest customer, General Motors, announced its
intention not to renew its supply agreement with the Company after expiration of
the current agreement at the end of 2001. General Motors represented 9% of the
total revenues of LTV in 2000. The Company anticipates replacing the potential
loss of General Motors business with increased shipments to existing customers
and selling to new customers.

      In April 2001, the Company announced the signing of a non-binding letter
of intent to sell all of the assets of VP Buildings and certain related
subsidiaries. The parties were unable to reach a final agreement. The Company
subsequently announced that VP Buildings would be sold through a


                                       19
<PAGE>   21

bankruptcy-process auction to be held on August 21, 2001. A number of parties
have submitted initial bids in order to become qualified to participate in the
auction. A sale is anticipated to be completed prior to the end of the year and
any sale is subject to the approval of the Court.

      LTV recorded special charges of $409 million in 2000 for the closure of
the LTV Steel Mining iron ore operation and a Cleveland tubing facility, and the
impairment and write-down of an electroplating line and tin mill facilities.
Spending against the reserve was $16 million in the first six months of 2001
with a balance remaining of $21 million at June 30, 2001. An additional $7
million provision was recorded as part of the reorganization and restructuring
items in June 2001. On April 1, 2001, the Cleveland Cliffs Inc prepetition
option agreement to purchase the LTV Steel Mining assets expired by its terms.
LTV is currently negotiating a potential sale of the LTV Steel Mining assets.

         In the fourth quarter of 1998, a reserve of $55 million was recorded
for the shutdown of cold roll finishing operations in the No. 2 finishing
department at the Cleveland Works, recognition of an asset impairment at an
electrogalvanizing joint venture, the shutdown of an electric-weld pipe line and
a salaried workforce reduction. During the first six months of 2001, $1 million
was charged to this reserve with a balance remaining at June 30, 2001 of $1
million.

      LTV established reserves for the cost of the closure and clean-up at the
Pittsburgh coke plant in the third quarter of 1997. The Company charged $2
million against this reserve in 2001 with a balance remaining of $21 million at
June 30, 2001.


ENVIRONMENTAL LIABILITIES AND OTHER CONTINGENCIES

      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. 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.
If, in the future, the Company were required to investigate and remediate any
contamination at plant sites where hazardous wastes have been used pursuant to
the Resource Conservation Recovery Act, the Company could be required to record
additional liabilities. The Company is unable to make meaningful estimates of
the cost of these potential liabilities at this time, but they could have a
material adverse effect on LTV's interim or annual operating results and
liquidity. Management does not believe that there would be a material adverse
effect on LTV's financial position. In addition, certain environmental laws such
as Superfund can impose liability for the entire cost of clean-up of
contaminated sites upon any of the current and former site owners or operators
or parties who sent waste to these sites, regardless of fault or the lawfulness
of the original disposal activity. Permits and environmental controls are also
required at LTV's facilities to reduce air and water pollution from certain
operations; and these permits are subject to modification, renewal and
revocation by issuing authorities. Additional permits may be required, or more
onerous conditions may be imposed in our existing permits as a result of
increases in production or modifications to certain of our facilities.


                                       20
<PAGE>   22

      The Company is unable to make a meaningful estimate of the amount or range
of possible losses that could result from an unfavorable outcome in the
following environmental and litigation matters: approximately 1,750 asbestosis
Ohio worker compensation claims filed since August 1, 1999 and a notice of
violation issued in 1995 by the Indiana Department of Environmental Management
alleging releases of contaminants onto and beneath the ground at the Indiana
Harbor Works.

      The Company's results of operations in one or more interim or annual
periods could be materially affected by unfavorable results in one or both of
these matters. Based on information known to the Company, management believes
the outcome of these matters should not have a material adverse effect upon the
consolidated cash flows or financial position of the Company.

      The Company is the subject of various other threatened or pending legal
actions, contingencies and commitments in the normal course of conducting its
business. The Company provides for costs related to these matters when a loss is
probable and the amount is reasonably estimable. The effect of the outcome of
these matters on the Company's future results of operations and liquidity cannot
be predicted because any such effect depends on future results of operations and
the amount and timing of the resolution of such matters. While it is not
possible to predict with certainty, management believes that the ultimate
resolution of such matters will not have a material adverse effect on the
consolidated financial statements of the Company. Due to the Chapter 11 filings,
litigation relating to prepetition claims against the Debtors is stayed;
however, certain claims by the government or governmental agencies seeking
equitable or other non-equitable relief against the Debtors are not subject to
the automatic stay.

      The Company spent approximately $3 million and $9 million for
environmental clean-up and related demolition costs at operating and idled
facilities for the six months ended June 30, 2001 and 2000, respectively. At
June 30, 2001, the Company has a recorded liability of $119 million for known
and identifiable environmental and related demolition costs. As the Company
becomes aware of additional matters or obtains more information, it may be
required to record additional liabilities for environmental remediation,
investigation and clean-up of contamination. The Company also spent
approximately $2 million and $5 million in the first six months of 2001 and 2000
for environmental compliance-related capital projects and expects it will be
required to spend an average of approximately $12 million annually in capital
expenditures during the next five years to meet environmental standards.


OUTLOOK

      As was evidenced by all domestic integrated steel producers reporting
losses for the six months ended June 30, 2001, demand across the steel industry
and for LTV's Integrated Steel segment's products has softened and average
selling prices continue to be weak. The Integrated Steel segment is pursuing
aggressive cost reduction measures to be able to return to profitability. The
Company has negotiated a tentative modified labor agreement with the USWA to
permit the Company to restructure with significantly reduced costs in the
future. The potential loss of General Motors as a customer could have a
significant impact on the Company's business, however, the Company anticipates
replacing the potential lost tonnage through increased shipments with existing
customers and selling to new customers. The Metal Fabrication segment is
experiencing lower shipment levels and softened demand due to the slower
overall economic conditions in 2001.


                                       21
<PAGE>   23

      This report includes forward-looking statements. Our use of words such as
"outlook," "anticipate," "believe," "estimate," "expect" and similar words is
intended to identify these statements as forward-looking. These statements
represent our current judgment on what the future holds. While the Company
believes them to be reasonable, a number of important factors could cause actual
results to differ materially from those projected. These factors include
relatively small changes in market price or market demand; changes in domestic
capacity; changes in raw material costs; increased operating costs; loss of
business from major customers, especially for high value-added product;
availability of post petition financing; negative market and credit impact from
the Chapter 11 filings; unanticipated expenses; substantial changes in financial
markets; labor unrest; unfair foreign competition; major equipment failure;
unanticipated results in pending legal proceedings; or the timing and cost of
completion of divestitures or shutdown of facilities. Due to material
uncertainties, it is not possible to predict the length of time LTV will operate
under the protection of Chapter 11, the outcome of the Chapter 11 proceedings in
general, whether the Company will continue to operate under its current
organizational structure, or the effect of the proceedings on the business of
LTV or its subsidiaries.



                                       22
<PAGE>   24


                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

BANKRUPTCY FILINGS

         On December 29, 2000, LTV and 48 of its direct and indirect
subsidiaries filed voluntary petitions under Chapter 11 of the Bankruptcy Code
in the United States Bankruptcy Court for the Northern District of Ohio, Eastern
Division, as described in LTV's periodic reports previously filed with the
Securities and Exchange Commission.

UNITED STATES TRADE CASES

         2001 CASES

         Section 201 Investigation

         On June 22, 2001, President Bush requested the International Trade
Commission ("ITC") to initiate an investigation under section 201 of the Trade
Act of 1974 to determine whether certain steel products are being imported into
the United States in such increased quantities as to be a substantial cause of
serious injury, or the threat thereof, to the domestic industries producing like
or directly competitive products. Upon completion of its investigation, the ITC
will make a recommendation to President Bush regarding necessary relief, if any.

         1998 CASES

         Hot Rolled Steel Cases

         In September 1998, LTV Steel joined with eleven other domestic steel
producers, the United Steel Workers of America and the Independent Steel Workers
Union in filing antidumping and/or countervailing duty petitions against several
countries, including Russia and Brazil, that are described in LTV's periodic
reports previously filed with the SEC. Despite the U. S. Department of
Commerce's ("DOC") issuance of substantial final dumping determinations against
imports from Russia and Brazil, the DOC entered into a suspension agreement with
both countries. LTV Steel, along with other domestic integrated producers, filed
suit in the Court of International Trade ("CIT") to nullify these agreements.

         With respect to Russia, the CIT held that the DOC failed to articulate
legal standards for determining when a suspension agreement is in the public
interest and whether the suspension agreement prevents price suppression or
undercutting. In July 2001, the parties once again presented oral
arguments to the CIT regarding the proper legal standards and are now awaiting a
ruling by the CIT.


                                       23
<PAGE>   25

         With respect to Brazil, the CIT held that the DOC failed to give
appropriate consideration to the domestic industry's comments opposing the
Brazilian suspension agreement and will remand to the DOC for further
determinations. The parties are awaiting those determinations.

         LTV Steel is continuing to monitor the surge in unfairly traded imports
and its effect on our operations, and anticipates that additional unfair trade
cases may be filed or other relief requested.

ENVIRONMENTAL PROCEEDINGS

         Indiana Harbor Works. As a result of a multi-media environmental
inspection of the Indiana Harbor works in June and July 2000 by the
Environmental Protection Agency ("EPA") and the Indiana Department of
Environmental Management ("IDEM") described in LTV's periodic reports previously
filed with the SEC, the EPA recently advised LTV Steel that it has identified
alleged violations of the Clean Water Act, the Clean Air Act, The Toxic
Substances Control Act and the Resource Conservation and Recovery Act ("RCRA")
at the Indiana Harbor Works. At the same time, the EPA notified LTV Steel that
it will pursue having LTV Steel undertake at the Indiana Harbor Works corrective
action under RCRA. LTV has disputed many of the EPA's findings, including the
justification offered for the corrective action demand. The EPA and LTV Steel
have agreed to exchange information and continue to meet in an effort to settle
the issues which have been raised.

         In July 2001, IDEM notified LTV Steel of alleged violations of air
quality standards at the Indiana Harbor Works sinter plant, the H-3 and H-4
blast furnaces and the basic oxygen furnace shop. IDEM proposed an Agreed Order
to deal with the alleged violations, which contemplates that certain air quality
control equipment would be installed and a civil penalty of $305,000 paid. LTV
Steel is of the view that IDEM's proposals for dealing with the alleged
violations and the proposed civil penalty are not justified and expects to meet
with IDEM to discuss alternative solutions to the problems IDEM has identified.

         State of Ohio. As a result of changes in operations at LTV Steel's
Cleveland Works, it has been determined that certain of the planned
modifications to the Cleveland Works water quality control facilities, at an
estimated cost of $1.6 million, are not required. LTV Steel is in discussions
with the Ohio Attorney General's Office and the Ohio EPA for the purpose of
modifying those provisions of the consent agreement described in LTV's periodic
reports previously filed with the SEC pursuant to which the modifications were
to be implemented, so as to take into account the changed circumstances.

OTHER

         Since August 1, 1999, approximately 1,750 asbestosis Ohio workers'
compensation claims have been filed against LTV Steel, the majority of which
were filed on behalf of retired employees who worked at facilities that were
closed in the early 1980's. LTV anticipates that additional claims may be filed.


                                       24
<PAGE>   26


ITEM 5.   OTHER INFORMATION.

REQUIRED APPROVAL FOR CERTAIN PURCHASES OF COMMON STOCK

         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 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
and aggregation of shares purchased by persons acting in concert. PURCHASES OF
COMMON STOCK 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 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 1999 whether to waive
the transfer restrictions in Article Ninth with respect to all future transfers
of securities. At its December 1999 meeting, the Board of Directors, after
considering all relevant factors, determined not to waive Article Ninth at that
time.




                                       25
<PAGE>   27


ITEM 6. EXHIBITS AND REPORTS ON 8-K.

(a)      Exhibits

         None


(b)      Reports on Form 8-K

         Current Report on Form 8-K, filed with the Commission (File No. 1-4368)
         on May 22, 2001, filing the summary financial information of The LTV
         Corporation and 48 of its direct and indirect subsidiaries for the
         month and year-to-date ended April 30, 2001.

         Current Report on Form 8-K, filed with the Commission (File No. 1-4368)
         on June 21, 2001, filing the summary financial information of The LTV
         Corporation and 48 of its direct and indirect subsidiaries for the
         month and year-to-date ended May 31, 2001.

         Current Report on Form 8-K, filed with the Commission (File No. 1-4368)
         on July 31, 2001, filing the summary financial information of The LTV
         Corporation and 48 of its direct and indirect subsidiaries for the
         month and year-to-date ended June 30, 2001.


                                       26
<PAGE>   28



                                   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/ George T. Henning
                                    -----------------------------------------
                                                George T. Henning
                                               Vice President and
                                             Chief Financial Officer
                                            (Principal Financial and
                                               Accounting Officer)






Date:               August 14, 2001
         -----------------------------------




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