<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For quarter ended September 30, 1997                  Commission File No. 1-4368




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


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

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

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



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

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



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

                                              102,742,683 shares of common stock
                                                      (as of September 30, 1997)





<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                       Nine Months Ended
                                                             September 30,                            September 30,
                                                    -------------------------------         -------------------------------
                                                        1997                1996                1997               1996
                                                    -----------         -----------         -----------         -----------

<S>                                                 <C>                 <C>                 <C>                 <C>        
SALES                                               $   1,135.0         $   1,048.9         $   3,299.1         $   3,117.1

Costs and expenses:
    Cost of products sold                                 957.7               912.0             2,827.7             2,720.9
    Depreciation and amortization                          62.3                66.2               198.1               201.2
    Selling, general and administrative                    43.3                36.0               119.6               106.4
    Results of affiliates operations                       14.8                -                   26.3                 -
    Net interest and other income                          (7.1)              (10.0)              (26.4)              (27.9)
    Special charge                                        150.0                -                  150.0                 -
                                                    ------------        ------------        ------------        ------------
       Total                                            1,221.0             1,004.2             3,295.3             3,000.6
                                                    ------------        ------------        ------------        ------------

INCOME (LOSS) BEFORE INCOME TAXES                         (86.0)               44.7                 3.8               116.5

Income tax provision (credit):
    Taxes payable                                          (2.9)               (1.3)                0.6                 0.2
    Taxes not payable in cash                             (31.5)               16.6                 0.9                41.6
                                                    ------------        ------------        ------------        ------------
       Total                                              (34.4)               15.3                 1.5                41.8
                                                    ------------        ------------        ------------        ------------

INCOME (LOSS) BEFORE EXTRAORDINARY LOSS                   (51.6)               29.4                 2.3                74.7

Extraordinary loss on early extinguishment
    of debt (net of income taxes of $2.6)                  (3.8)               -                   (3.8)                -
                                                    -----------         -----------         -----------         -----------

NET INCOME (LOSS)                                   $     (55.4)        $      29.4         $      (1.5)        $      74.7
                                                    ===========         ===========         ===========         ===========


Earnings (loss) per share:
    Primary                                         $     (0.50)        $      0.27         $      0.01         $      0.69
    Extraordinary loss                                    (0.04)               -                  (0.04)                -
                                                    -----------         -----------         -----------         -----------
       Total                                        $     (0.54)        $      0.27         $     (0.03)        $      0.69
                                                    ===========         ===========         ===========         ===========

    Fully diluted                                   $     (0.50)        $      0.27         $      0.01         $      0.69
    Extraordinary loss                                    (0.04)               -                  (0.04)                -
                                                    -----------         -----------         -----------         -----------
       Total                                        $     (0.54)        $      0.27         $     (0.03)        $      0.69
                                                    ===========         ===========         ===========         ===========

Cash dividends per common share                     $      0.03         $      0.03         $      0.09         $      0.06

</TABLE>



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


                                     I-1

<PAGE>   3


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

<TABLE>
<CAPTION>

                                                                            September 30,         December 31,
                                                                                1997                  1996
                                                                            -----------           -----------
<S>                                                                         <C>                   <C>        
ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                               $     256.9           $     107.4
    Marketable securities                                                         401.0                 566.4
                                                                            -----------           -----------
          Total cash and marketable securities                                    657.9                 673.8
    Receivables, less allowance for doubtful accounts                             497.1                 400.3
    Inventories:
       Products                                                                   613.1                 570.6
       Materials, purchased parts and supplies                                    248.4                 231.7
                                                                            -----------           -----------
          Total inventories                                                       861.5                 802.3
    Prepaid expenses, deposits and other                                           21.0                  11.9
                                                                            -----------           -----------
          Total current assets                                                  2,037.5               1,888.3
                                                                            -----------           -----------
INVESTMENTS IN AFFILIATES                                                         310.0                 256.3
OTHER NONCURRENT ASSETS                                                           257.2                 149.1
PROPERTY, PLANT AND EQUIPMENT                                                   4,107.4               3,871.3
    Allowance for depreciation                                                   (940.2)               (754.5)
                                                                            -----------           -----------
          Total property, plant and equipment                                   3,167.2               3,116.8
                                                                            -----------           -----------
                                                                            $   5,771.9           $   5,410.5
                                                                            ===========           ===========


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable                                                        $     346.7           $     351.1
    Accrued employee compensation and benefits                                    376.8                 372.9
    Other accrued liabilities                                                     327.8                 175.0
                                                                            -----------           -----------
          Total current liabilities                                             1,051.3                 899.0
                                                                            -----------           -----------
NONCURRENT LIABILITIES
    Long-term debt                                                                354.2                 152.6
    Postemployment health care and other insurance benefits                     1,564.0               1,596.0
    Pension benefits                                                              608.4                 647.9
    Other                                                                         531.6                 404.3
                                                                            -----------           -----------
          Total noncurrent liabilities                                          3,058.2               2,800.8
                                                                            -----------           -----------
SHAREHOLDERS' EQUITY
    Convertible preferred stock (stated value $50.0)                                0.5                   0.5
    Common stock (par value $0.50 per share)                                       52.8                  52.8
    Additional paid-in capital                                                  1,019.5               1,021.1
    Retained earnings                                                             634.1                 646.7
    Treasury stock (2,618,700 shares at cost)                                     (34.7)                  -
    Minimum pension liability adjustment and other                                 (9.8)                (10.4)
                                                                            -----------           -----------
          Total shareholders' equity                                            1,662.4               1,710.7
                                                                            -----------           -----------
                                                                            $   5,771.9           $   5,410.5
                                                                            ===========           ===========
</TABLE>






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

                                      I-2
<PAGE>   4


                               THE LTV CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (in millions)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                                         
                                                                                                         
                                                                                      Nine Months Ended 
                                                                                         September 30,   
                                                                               -------------------------------        
                                                                                   1997                1996
                                                                               -----------         -----------
<S>                                                                          <C>                   <C>        
OPERATING ACTIVITIES
    Net income (loss)                                                        $      (1.5)          $      74.7
    Adjustments to reconcile net income (loss) to net cash
       provided by operating activities:
       Extraordinary loss                                                            3.8                   -
       Special charge                                                              150.0                   -
       Depreciation and amortization                                               198.1                 201.2
       Income tax provision not payable in cash                                      0.9                  41.6
       Defined benefit pension expense                                              21.3                  51.3
       Postemployment benefit payments
          less (more) than related expense                                         (22.0)                 (0.3)
       VEBA Trust contributions                                                    (10.0)                (11.3)
       Changes in assets, liabilities and other                                    (82.6)                (29.1)
                                                                             -----------           -----------
          Net cash provided by operating activities                                258.0                 328.1
                                                                             -----------           -----------

INVESTING ACTIVITIES
    Capital expenditures                                                          (215.4)               (139.1)
    VP Buildings acquisition                                                      (187.5)                  -
    Investment in affiliates                                                       (69.5)                (69.1)
    Net sales (purchases) of marketable securities                                 165.4                 (76.2)
    Other                                                                           14.6                  (1.8)
                                                                             -----------           -----------
          Net cash used in investing activities                                   (292.4)               (286.2)
                                                                             -----------           -----------

FINANCING ACTIVITIES
    Proceeds from debt offering                                                    289.8                   -
    Pension funding to restored plans                                              (60.2)               (144.2)
    Preferred dividends paid                                                        (1.7)                 (1.7)
    Common dividends paid                                                           (9.3)                 (6.3)
    Share repurchases                                                              (34.7)                  -
                                                                             -----------           -----------
          Net cash provided by (used in) financing activities                      183.9                (152.2)
                                                                             -----------           -----------
Net increase (decrease) in cash and cash equivalents                               149.5                (110.3)
Cash and cash equivalents at beginning of period                                   107.4                 265.9
                                                                             -----------           -----------
Cash and cash equivalents at end of period                                   $     256.9           $     155.6
                                                                             ===========           ===========


Supplemental cash flow information is presented as follows:
    Interest payments                                                        $       6.1           $       8.4
    Income tax payments                                                              5.5                   1.9
    Capitalized interest                                                            11.9                   7.2
    Purchases of marketable securities                                           5,591.2               3,279.4
    Sales and maturities of marketable securities                                5,756.6               3,205.9
</TABLE>




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

                                        I-3

<PAGE>   5


                               THE LTV CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1997



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

NOTE (2) - In February 1997, the Financial Accounting Standards Board ("FASB")
issued Statement No. 128, "Earnings per Share," which requires changes to the
method currently used to compute earnings per share and becomes effective at
December 31, 1997. The impact of Statement No. 128 on the calculation of primary
and fully diluted earnings per share is not expected to be material.

NOTE (3) - On July 2, 1997, the Company, through its new wholly-owned subsidiary
VP Buildings, Inc., purchased substantially all of the assets and certain
liabilities of Varco-Pruden Building Products Division of United Dominion
Industries, Inc., for cash of approximately $187.5 million, subject to final
closing adjustments and expenses. Varco-Pruden engineers and manufactures
pre-engineered, non-residential, low-rise steel building systems for
manufacturing, warehousing, school and commercial applications. This transaction
was accounted for under the purchase method of accounting and, accordingly, the
results of operations of the acquired company are included in the consolidated
financial statements from the date of acquisition.


                                      I-4
<PAGE>   6


The following unaudited pro forma financial information for the Company gives
effect to the VP Buildings acquisition as if it had occurred on January 1, 1997,
with comparable pro forma information for 1996. These pro forma results have
been prepared for comparative purposes only and are not necessarily
representative of the results of operations that would have resulted if the
acquisition occurred at the beginning of the year or that may result in the
future. The pro forma results for the Company are as follows:

<TABLE>
<CAPTION>

                                                 Nine Months Ended
                                                   September 30,
                                            ----------------------------
                                               1997              1996
                                            ----------        ----------

<S>                                         <C>               <C>       
Net sales                                   $  3,443.6        $  3,345.0

Income before extraordinary loss                   5.5              84.7

Net income                                         1.7              84.7

Earnings per share:

  Primary                                   $     0.00        $     0.78

  Fully diluted                             $     0.00        $     0.78
</TABLE>

NOTE (4) - In July 1997, LTV announced its intention to close permanently its
Pittsburgh coke and by-product plant by the end of 1997. Closure of the plant,
which has been in operation for over a century and has reached the end of its
useful life, resulted in a special charge in the third quarter of 1997 of $150
million for employee costs, demolition, environmental matters and facilities
write-down. Approximately two-thirds is payable in cash over a period of several
years. The Company has engaged a consultant to study the environmental clean-up
of the facility.

In August 1997, the United Steelworkers of America ("USWA") filed a grievance
contesting the intended plant closing. The arbitration proceeding began October
13, 1997, and the arbitrator's decision is expected sometime after November
1997. (See Part II, Item 1, "Legal Proceedings.")

NOTE (5) - In September 1997, LTV issued $298.2 million Senior Notes ($300
million face amount) due September 2007 at 8.20% interest payable semiannually
and guaranteed by LTV's wholly-owned subsidiary, LTV Steel Company, Inc. The
unamortized original issue discount results in an effective interest rate of
8.25%. Proceeds of the offering were used to finance the acquisition of VP
Buildings and to redeem $100 million principal amount of Senior Secured
Convertible Notes due June 2003. At September 30, 1997, the $100 million Senior
Secured Convertible Notes were reclassified as current other accrued liabilities
and were redeemed, pursuant to a binding contract, in October 1997. The premium
associated with the early redemption resulted in an extraordinary loss of $3.8
million net of tax.

                                      I-5
<PAGE>   7

NOTE (6)

LTV's wholly-owned subsidiary, LTV Steel Company, Inc., has fully and
unconditionally guaranteed the Company's obligation to pay principal, premium,
if any, and interest with respect to the Senior Notes due September 2007.

The following supplemental consolidating condensed financial statements of The
LTV Corporation present: the balance sheets as of September 30, 1997 and
December 31, 1996; statements of operations for the three months ended and nine
months ended September 30, 1997 and 1996; and statements of cash flows for the
nine months ended September 30, 1997 and 1996. The LTV Corporation (Parent),
LTV Steel Company, Inc. (Guarantor) and the combined Non-Guarantor
Subsidiaries' investments in subsidiaries are accounted for using the equity
method. Necessary elimination entries have been made to consolidate the Parent
and all of its subsidiaries.

Consolidating Condensed Balance Sheet
(in millions)

<TABLE>
<CAPTION>

                                                                                  September 30, 1997
                                                         -----------------------------------------------------------------------
                                                                                     Non-Guarantor
                                                         Parent        Guarantor     Subsidiaries   Eliminations    Consolidated
                                                         ------        ---------     ------------   ------------    ------------
<S>                                                     <C>            <C>             <C>            <C>            <C>      
Cash, cash equivalents and marketable securities        $  617.2       $   (29.6)      $   70.3       $     -        $   657.9
Receivables                                                  3.5           (15.2)         508.8             -            497.1
Inventories:                                           
   Finished goods                                            -             570.4           42.7             -            613.1
   Raw materials and supplies                                -             215.0           33.4             -            248.4
Other current assets                                         4.3            12.3            4.4             -             21.0 
                                                        --------       ---------       --------       ---------      ---------
     Total current assets                                  625.0           752.9          659.6             -          2,037.5
Intercompany, net                                          111.9           446.9         (558.8)            -              -
Investments and other noncurrent assets                  1,385.9           249.9          431.8        (1,500.4)         567.2
Property, plant and equipment, net                           -           2,947.3          219.9             -          3,167.2
                                                        --------       ---------       --------       --------       ---------
       Total assets                                     $2,122.8       $ 4,397.0       $  752.5       $(1,500.4)     $ 5,771.9
                                                        ========       =========       ========       =========      =========
                                                       
Total current liabilities                               $  135.5       $   773.6       $  142.2       $     -        $ 1,051.3
Long-term debt                                             298.2            56.0            -               -            354.2
Postemployment health care and other insurance benefits      -           1,392.3          171.7             -          1,564.0
Pension benefits                                             -             576.7           31.7             -            608.4
Other                                                       26.7           479.5           25.4             -            531.6
Shareholders' equity                                     1,662.4         1,118.9          381.5        (1,500.4)       1,662.4
                                                        --------       ---------       --------       ---------      ---------
       Total liabilities and shareholders' equity       $2,122.8       $ 4,397.0       $  752.5       $(1,500.4)     $ 5,771.9
                                                        ========       =========       ========       =========      =========
</TABLE>


                                      I-6
<PAGE>   8

<TABLE>
<CAPTION>

                                                       
                                                       
                                                                                   December 31, 1996
                                                        -------------------------------------------------------------------------
                                                                                     Non-Guarantor
                                                         Parent         Guarantor     Subsidiaries    Eliminations   Consolidated
                                                         ------         ---------     ------------    ------------   ------------
                                                       
<S>                                                     <C>            <C>             <C>            <C>            <C>      
Cash, cash equivalents and marketable securities        $  628.6       $   (15.1)      $   60.3       $     -        $   673.8
Receivables                                                  5.1           (16.0)         411.2             -            400.3
Inventories:                                           
   Finished goods                                            -             531.3           39.3             -            570.6
   Raw materials and supplies                                -             207.9           23.8             -            231.7
Other current assets                                         3.1             7.2            1.6             -             11.9
                                                        --------       ---------       --------       ---------      ---------
     Total current assets                                  636.8           715.3          536.2             -          1,888.3
Intercompany, net                                           15.1           475.5         (490.6)            -              -
Investments and other noncurrent assets                  1,200.3           359.0          281.3        (1,435.2)         405.4
Property, plant and equipment, net                           -           2,933.9          182.9             -          3,116.8
                                                        --------       ---------       --------       ---------      ---------
       Total assets                                     $1,852.2       $ 4,483.7       $  509.8       $(1,435.2)     $ 5,410.5
                                                        ========       =========       ========       =========      =========
                                                       
Total current liabilities                               $   24.4       $   759.1       $  115.5       $     -        $   899.0
Long-term debt                                             100.0            52.6            -               -            152.6
Postemployment health care and other insurance benefits      -           1,430.5          165.5             -          1,596.0 
Pension benefits                                             -             621.3           26.6             -            647.9
Other                                                       17.1           362.2           25.0             -            404.3
Shareholders' equity                                     1,710.7         1,258.0          177.2        (1,435.2)       1,710.7
                                                        --------       ---------       --------       ---------      ---------
       Total liabilities and shareholders' equity       $1,852.2       $ 4,483.7       $  509.8       $(1,435.2)     $ 5,410.5
                                                        ========       =========       ========       =========      =========
                                                       
</TABLE>
                                                 
Consolidating Condensed Statement of Operations
(in millions)

<TABLE>
<CAPTION>

                                                                   Three Months Ended September 30, 1997
                                                  ------------------------------------------------------------------------
                                                                               Non-Guarantor
                                                   Parent        Guarantor     Subsidiaries    Eliminations   Consolidated
                                                  --------       ---------     -------------   ------------   ------------

<S>                                               <C>            <C>             <C>            <C>            <C>      
Net sales                                         $    -         $   974.3       $  336.5       $  (175.8)     $ 1,135.0
Costs and expenses:
   Cost of products sold                               -             842.8          290.7          (175.8)         957.7
   Depreciation and amortization                       -              55.7            6.6             -             62.3
   Selling, general and administrative                 2.9            29.6           10.8             -             43.3
   Results of affiliates operations                   85.1            (7.1)          14.8           (78.0)          14.8
   Net interest and other                             (2.0)           (0.2)          (4.9)            -             (7.1)
   Special charge                                      -             150.0            -               -            150.0
                                                  --------       ---------       --------       ---------      ---------
     Total                                            86.0         1,070.8          318.0          (253.8)       1,221.0
                                                  --------       ---------       --------       ---------      ---------
Income (loss) before income taxes                    (86.0)          (96.5)          18.5            78.0          (86.0)
Income tax provision (credit)                        (34.4)          (38.4)           7.2            31.2          (34.4)
                                                  --------       ---------       --------       ---------      ---------
Income before extraordinary loss                     (51.6)          (58.1)          11.3            46.8          (51.6)
Extraordinary loss                                    (3.8)            -              -               -             (3.8)
                                                  --------       ---------       --------       ---------      ---------
       Net income (loss)                          $  (55.4)      $   (58.1)      $   11.3       $    46.8      $   (55.4)
                                                  ========       =========       ========       =========      =========

<CAPTION>


                                                                   Three Months Ended September 30, 1996
                                                  ------------------------------------------------------------------------
                                                                               Non-Guarantor
                                                   Parent        Guarantor     Subsidiaries   Eliminations    Consolidated
                                                  --------       ---------     ------------   ------------    ------------

<S>                                               <C>            <C>             <C>            <C>            <C>      
Net sales                                         $    -         $   974.4       $  252.1       $  (177.6)     $ 1,048.9
Costs and expenses:
   Cost of products sold                               -             854.6          235.0          (177.6)         912.0
   Depreciation and amortization                       -              62.0            4.2             -             66.2
   Selling, general and administrative                 2.6            29.1            4.3             -             36.0
   Results of affiliates operations                  (39.7)           (3.8)           -              43.5            -
   Net interest and other                             (7.6)            0.9           (3.3)            -            (10.0)
                                                  --------       ---------       --------       ---------      ---------
     Total                                           (44.7)          942.8          240.2          (134.1)       1,004.2
                                                  --------       ---------       --------       ---------      ---------
Income before income taxes                            44.7            31.6           11.9           (43.5)          44.7
Income tax provision                                  15.3            10.9            4.1           (15.0)          15.3
                                                  --------       ---------       --------       ---------      ---------
       Net income (loss)                          $   29.4       $    20.7       $    7.8       $   (28.5)     $    29.4
                                                  ========       =========       ========       =========      =========
</TABLE>




                                      I-7
<PAGE>   9

<TABLE>
<CAPTION>

                                                                    Nine Months Ended September 30, 1997
                                                  ------------------------------------------------------------------------
                                                                               Non-Guarantor
                                                   Parent        Guarantor      Subsidiaries   Eliminations   Consolidated
                                                  --------       ---------     -------------   ------------   ------------
<S>                                               <C>            <C>             <C>            <C>            <C>      
Net sales                                         $    -         $ 2,990.1       $  834.1       $  (525.1)     $ 3,299.1
Costs and expenses:
   Cost of products sold                               -           2,603.3          749.5          (525.1)       2,827.7
   Depreciation and amortization                       -             182.5           15.6             -            198.1
   Selling, general and administrative                 8.7            91.5           19.4             -            119.6
   Results of affiliates operations                   13.9           (19.6)          26.3             5.7           26.3
   Net interest and other                            (26.4)            5.1           (5.1)            -            (26.4)
   Special charge                                      -             150.0            -               -            150.0
                                                  --------       ---------       --------       ---------      ---------
     Total                                            (3.8)        3,012.8          805.7          (519.4)       3,295.3
                                                  --------       ---------       --------       ---------      ---------
Income (loss) before income taxes                      3.8           (22.7)          28.4            (5.7)           3.8
Income tax provision (credit)                          1.5            (8.9)          11.1            (2.2)           1.5
                                                  --------       ---------       --------       ---------      ---------
Income (loss) before extraordinary loss                2.3           (13.8)          17.3            (3.5)           2.3
Extraordinary loss                                    (3.8)            -              -               -              3.8
                                                  --------       ---------       --------       ---------      ---------
       Net income (loss)                          $   (1.5)      $   (13.8)      $   17.3       $    (3.5)     $    (1.5)
                                                  ========       =========       ========       =========      =========

<CAPTION>

                                                                   Nine Months Ended September 30, 1996
                                                  ------------------------------------------------------------------------
                                                                               Non-Guarantor
                                                    Parent       Guarantor     Subsidiaries   Eliminations    Consolidated
                                                  ---------      ---------     -------------  ------------    ------------

<S>                                               <C>            <C>             <C>            <C>            <C>      
Net sales                                         $    -         $ 2,922.0       $  715.2       $  (520.1)     $ 3,117.1
Costs and expenses:
   Cost of products sold                               -           2,571.9          669.1          (520.1)       2,720.9
   Depreciation and amortization                       -             189.0           12.2             -            201.2
   Selling, general and administrative                 8.3            86.2           11.9             -            106.4
   Results of affiliates operations                  (96.7)           (1.3)           -              98.0            -
   Net interest and other                            (28.1)            5.0           (4.8)            -            (27.9)
                                                  --------       ---------       --------       ---------      ---------
     Total                                          (116.5)        2,850.8          688.4          (422.1)       3,000.6
                                                  --------       ---------       --------       ---------      ---------
Income before income taxes                           116.5            71.2           26.8           (98.0)         116.5
Income tax provision                                  41.8            25.6            9.6           (35.2)          41.8
                                                  --------       ---------       --------       ----------     ---------
       Net income (loss)                          $   74.7       $    45.6       $   17.2       $   (62.8)     $    74.7
                                                  ========       =========       ========       =========      =========
</TABLE>


Consolidating Condensed Cash Flows Statement
(in millions)

<TABLE>
<CAPTION>

                                                                            Nine Months Ended September 30, 1997
                                                             -------------------------------------------------------------------
                                                                                      Non-Guarantor
                                                              Parent     Guarantor     Subsidiaries  Eliminations  Consolidated
                                                             --------    ---------     ------------  ------------  ------------

<S>                                                          <C>         <C>             <C>            <C>          <C>      
Cash provided by (used in) operating activities              $  (61.6)   $  257.2        $   62.4       $   -        $  258.0 
                                                             --------    --------        --------       -------      -------- 
Investing activities:                                                                                                         
   Capital expenditures                                           -        (213.9)           (1.5)          -          (215.4)
   Investment in VP Buildings                                  (187.5)        -               -             -          (187.5)
   Investment in affiliates                                       -           -             (69.5)          -           (69.5)
   Net sales of marketable securities                           165.4         -               -             -           165.4 
   Other                                                         (6.3)        0.3            20.6           -            14.6 
                                                             --------    --------        --------       -------      -------- 
     Net cash used in investing activities                      (28.4)     (213.6)          (50.4)          -          (292.4)
                                                             --------    --------        --------       -------      -------- 
Financing activities:                                                                                                         
   Proceeds from offering                                       289.8         -               -             -           289.8 
   Pension funding to restored plans                              -         (58.1)           (2.1)          -           (60.2)
   Dividends paid:                                                                                                            
     Preferred                                                   (1.7)        -               -             -            (1.7)
     Common                                                      (9.3)        -               -             -            (9.3)
   Shares repurchased                                           (34.7)        -               -             -           (34.7)
                                                             --------    --------        --------       -------      -------- 
     Net cash provided by (used in) financing activities        244.1       (58.1)           (2.1)          -           183.9 
                                                             --------    --------        --------       -------      -------- 
Net increase (decrease) in cash and cash equivalents            154.1       (14.5)            9.9           -           149.5 
Cash and cash equivalents at beginning of period                 62.1       (15.1)           60.4           -           107.4 
                                                             --------    --------        --------       -------      -------- 
Cash and cash equivalents at end of period                   $  216.2    $  (29.6)       $   70.3       $   -        $  256.9 
                                                             ========    ========        ========       =======      ======== 
                                                                                                   
</TABLE>



                                      I-8
<PAGE>   10

<TABLE>
<CAPTION>

                                                                       Nine Months Ended September 30, 1996
                                                         --------------------------------------------------------------------
                                                                                  Non-Guarantor
                                                           Parent    Guarantor    Subsidiaries    Eliminations   Consolidated
                                                         --------    ---------    ------------    ------------   ------------

<S>                                                      <C>         <C>            <C>             <C>           <C>
Cash provided by (used in) operating activities          $  (69.2)   $  339.9       $   57.4        $     -       $  328.1
                                                         --------    --------       --------        --------      --------
Investing activities:
   Capital expenditures                                       -        (138.4)          (0.7)             -         (139.1)
   Investment in affiliates                                   -           -            (69.1)             -          (69.1)
   Net sales (purchases) of marketable securities           (76.2)        -              -                -          (76.2)
   Other                                                      3.3         4.5           (9.6)             -           (1.8)
                                                         --------    --------       --------        --------      --------
     Net cash used in investing activities                  (72.9)     (133.9)         (79.4)             -         (286.2)
                                                         --------    --------       --------        --------      --------
Financing activities:
   Pension funding to restored plans                          -        (140.8)          (3.4)             -         (144.2)
   Dividends paid                                            (8.0)        -              -                -           (8.0)
                                                         --------    --------       --------        --------      --------
     Net cash used in financing activities                   (8.0)     (140.8)          (3.4)             -         (152.2)
                                                         --------    --------       --------        --------      --------
Net increase (decrease) in cash and cash equivalents       (150.1)       65.2          (25.4)             -         (110.3)   
                                                                                                                   
Cash and cash equivalents at beginning of period            276.8       (89.9)          79.0              -          265.9
                                                         --------    --------       --------        --------      --------
Cash and cash equivalents at end of period               $  126.7    $  (24.7)      $   53.6        $     -       $  155.6
                                                         ========    ========       ========        ========      ========

</TABLE>


                                      I-9


<PAGE>   11


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


RESULTS OF  OPERATIONS - COMPARISON  OF THIRD QUARTER AND FIRST NINE MONTHS 1997
AND 1996

Sales
-----

         Sales of $1.135 billion in the third quarter of 1997 increased by $86.1
million (8%) from the third quarter of 1996. Third quarter 1997 steel shipments
of 2.0 million tons decreased by 20,000 tons (1%) from the third quarter of
1996. The overall sales increase in the third quarter of 1997 resulted from the 
VP Buildings sales of $84.7 million included since its acquisition on July 2,
1997 and also included higher average steel selling prices of 1%.

         Sales of $3.299 billion in the first nine months of 1997 increased by
$182.0 million (6%) from the first nine months of 1996. Steel shipments in the
first nine months of 1997 of 6.1 million tons were equal to the first nine
months of 1996. The overall sales increase in the first nine months of 1997 
included higher average steel selling prices of 3% and the inclusion of VP
Buildings sales.

         Nonsteel sales in the third quarter of 1997 of $122 million and $188
million in the first nine months of 1997 were higher than the comparable 1996
periods, primarily due to VP Buildings sales.

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

         Raw steel production of 2.1 million tons in the third quarter of 1997
decreased by 37,000 tons compared with the third quarter of 1996. The average
operating rate (of AISI defined capacity) at the Company's steelmaking
facilities during the third quarter of 1997 was 101% compared with 103% in 1996.

         Raw steel production of 6.6 million tons in the first nine months of
1997 increased by 43,000 tons compared with the first nine months of 1996. The
average operating rate (of AISI defined capacity) at the Company's steelmaking
facilities during the first nine months of 1997 was 106% compared with 105% in
1996.

         Cost of products sold as a percentage of sales decreased to 84% in the
third quarter of 1997 and decreased to 86% in the first nine months of 1997 from
87% in the comparable 1996 periods. The decrease in the first nine months of
1997 is primarily due to the higher average selling prices in the 1997 period,
partially offset by increased ore production costs and higher steel costs
primarily due to a shift in the mix of products sold. In the third quarter of
1997, the Company completed a required periodic actuarial valuation and
recognized the effect of favorable experience in part from the Company's
continuing efforts to contain medical cost escalation and the benefit of pension
plan funding and earnings. This resulted in an after-tax reduction of $14
million in retiree costs related to the first half of the year.


                                      I-10
<PAGE>   12


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

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


LIQUIDITY AND CAPITAL RESOURCES

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

         During the first nine months of 1997, cash provided by operating
activities amounted to $258.0 million. In the first nine months of 1997, total
cash and cash equivalents increased by $149.5 million. Major uses of cash during
the first nine months of 1997 included the VP Buildings acquisition of $187.5
million subject to final closing adjustments and expenses; capital expenditures
of $215.4 million; pension plan contributions of $60.2 million, which prefunds a
portion of the 1998 required contributions; investments in steel-related
businesses of $69.5 million; and $34.7 million for the repurchase of Company
stock. With the pension plan contributions made this year, LTV's restored plans
are more than 100% funded at September 30, 1997, on an economic basis using an
8.5% discount rate. Since December 31, 1996, total cash, cash equivalents and
marketable securities have decreased by $15.9 million to $657.9 million at
September 30, 1997.

         In September 1997, LTV issued $298.2 million Senior Notes ($300
million face value) due September 2007 at 8.20% interest payable semiannually
and guaranteed by LTV's wholly-owned subsidiary, LTV Steel Company, Inc.
Proceeds of the offering were used to finance the acquisition of VP Buildings
and to redeem $100 million principal amount of Senior Secured Convertible Notes
due June 2003. At September 30, 1997, pursuant to a binding contract, the $100
million Senior Secured Convertible Notes were reclassified as current other     
accrued liabilities with the actual redemption occurring in October 1997. The
premium associated with the early redemption resulted in an extraordinary loss
of $3.8 million net of tax.

         The Company's receivables credit facility permits borrowings of up to
$320 million for working capital requirements and general corporate purposes,
$100 million of which may be used to issue letters of credit. At September 30,
1997, $320 million was permitted to be borrowed; however, no borrowings were
outstanding and letters of credit outstanding amounted to $24.1 million under
this facility. The Company also has a separate letter of credit facility that
provides for the issuance of up to $150 million in letters of credit. At
September 30, 1997, letters of credit totaling $75.5 million were outstanding
under this facility.

         The Company's Senior Notes, long-term debt and credit facilities'
agreements contain various covenants that require the Company to maintain
certain financial ratios and amounts. These agreements, as well as the Company's
agreement with the Pension Benefit Guaranty Corporation (the "PBGC Agreement"),
place certain restrictions on payments of dividends, share repurchases, capital
expenditures,


                                      I-11
<PAGE>   13


investments in subsidiaries and borrowings. Under the terms of the most
restrictive debt covenant, approximately $73 million of retained earnings are
available for common stock dividend payments at September 30, 1997.
Substantially all of the Company's receivables and inventories are pledged as
collateral under these debt agreements. The Company does not believe that the
restrictions contained in these financial and operating covenants will cause
significant limitations on its financial flexibility.

         Domestic steel producers face significant competition from foreign
producers. Foreign competition is intense and has adversely affected product
prices in the United States and tonnage sold by domestic producers. The
intensity of foreign competition is substantially affected by the relative
strength of foreign economics and fluctuations in the value of the United States
dollar against foreign currencies. Steel imports have increased as the value of
the dollar has risen in relation to foreign currencies. Further, some foreign
steel producers are owned, controlled or subsidized by their governments.
Decisions by some foreign producers with respect to production and sales may be
influenced to a greater degree by political and economic policy considerations
than by prevailing market conditions. Based on reports by the American Iron and
Steel Institute ("AISI"), imports of flat rolled product increased approximately
41% in the first eight months of 1997 from the comparable period in 1996 to
approximately 9.8 million tons, or 20% of domestic steel consumption.

        LTV also competes with other domestic integrated producers, some of
which have greater resources than the Company, and with minimills, which are
relatively efficient, low-cost producers that generally produce steel from scrap
in electric furnaces, have lower employment and environmental costs and
generally target regional markets. Recently developed thin slab casting
technologies have allowed some minimill producers to enter certain sectors of
the flat rolled market that have traditionally been supplied by integrated
producers, and other producers have announced their intention to do the same.
Industry experts estimate that current domestic raw steel production capacity
will be increased by more than 8% during the next two years as new minimills,
now under construction, engaged in start-up operations or otherwise proposed,
begin operation.

         In the case of many steel products, there is substantial competition
from manufacturers of other products, including plastics, aluminum, ceramics,
glass, wood and concrete.

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

         On July 14, 1997, the Company announced its intent to close its
Pittsburgh coke facility by the end of the year, which resulted in a special
charge of $150 million in the third quarter of 1997. Approximately two-thirds of
this charge is payable in cash over a period of several years. The Company has
entered into long-term supply contracts, which when combined with the Company's
own coke production capability, will fulfill all the Company's coke
requirements. In August 1997, the USWA filed a grievance contesting the intended
plant closing. The grievance, subject to binding arbitration, began in October
1997, and a decision is expected sometime after November 1997.

         The Company's two electro-galvanizing facilities negotiated new labor
agreements with the United Steelworkers of America that expire on August 1,
1999.

ENVIRONMENTAL LIABILITIES AND OTHER

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

         The Company spent $8.4 million during the first nine months of 1997 for
environmental clean-up and related matters at operating and idled facilities,
and at September 30, 1997, has a recorded 


                                      I-12
<PAGE>   14

liability of $96.6 million for known and identifiable environmental and related
matters. As the Company becomes aware of additional matters or obtains more
information, it may be required to record additional liabilities for
environmental remediation. The Company also spent $22.9 million in the first
nine months of 1997 for environmental compliance-related capital expenditures
and expects it will be required to spend an average of approximately $35 million
annually in capital expenditures during the next five years to meet
environmental standards.

         As is the case with most other companies using computers in their
operations, the Company is faced with the task of addressing the Year 2000
problem during the next two years. The Company is currently engaged in a
comprehensive project to upgrade its computer software in its information
technology, manufacturing and facilities systems to programs that will be Year
2000 compliant. In addition, over a three-year period, the Company currently 
estimates that it will expense approximately $50 million related to Year 2000
compliant work. Approximately $10 million will be expensed in 1997. Failure by
the Company and/or vendors working on this project to complete the Year 2000
compliance work in a timely manner could have a material adverse effect on the
Company's operations.

OUTLOOK

         Through the end of the third quarter of 1997, the Company has continued
to experience a high demand for its products and a strong rate of incoming
orders, although this may not continue in the future due to high import levels
and increased domestic capacity and competition. These could negatively affect
future market prices for the Company's products.

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



                                      I-13
<PAGE>   15
                                     PART II


ITEM 1.  LEGAL PROCEEDINGS.

     In August 1997, the United Steelworkers of America ("USWA") filed a
grievance, which is subject to binding arbitration, alleging that the Company's
actions in connection with its recently announced intention to close    
permanently its Pittsburgh Coke Plant violated the terms of the Company's labor
agreement with the USWA. The USWA seeks a ruling which would require the
Company to rescind the shutdown notice and prohibit it from contracting out the
production of the Pittsburgh Coke Plant. The USWA also seeks compensation for
any damages that the employees at the plant may have suffered.

     In September 1997, the Company and Kawasaki Steel Corporation reached a
settlement in the patent litigation described under the heading "Kawasaki
Litigation" in Item 3, Legal Proceedings, in the Company's Report on Form 10-K
for the year ended December 31, 1996. The agreement provides for a payment of   
$2 million by the Company and a royalty-free license of certain patents owned
by Kawasaki.

     In October 1997, the Company was notified that the U.S. Environmental
Protection Agency ("EPA") had recommended that a lawsuit be filed by the U.S.
Department of Justice in federal court against LTV Steel Company, Inc. alleging
past violations at the Company's Pittsburgh Coke Plant of particulate matter
emission limits under the Clean Air Act.  The EPA indicated that the government
would seek both injunctive relief to prevent future violations and substantial
civil penalties and that it would be willing to enter into settlement
negotiations with the Company prior to filing the suit.  The EPA also suggested
that a complete rebuild of the coke oven batteries "may not be necessary or
appropriate"......"for some time to come."  However, the EPA acknowledged that
it had only limited information in its possession and had not had the
opportunity to review the results of recent evaluations by the Company's
consultants which indicated that a complete rebuild of the batteries would be
necessary. For information relating to the pending arbitration proceeding with
the USWA concerning the Company's recently announced intention to close
permanently the Pittsburgh Coke Plant, see above.


ITEM 5.  OTHER INFORMATION

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

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

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

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

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

     For the purpose of preserving LTV's ability to utilize certain favorable
tax attributes, Article Ninth of LTV's Restated Certificate of Incorporation
prohibits, with certain limited exceptions, any unapproved acquisition of Common
Stock or Series A Warrants that would cause the ownership 


                                      II-1
<PAGE>   16

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

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


ITEM 6.  EXHIBITS AND REPORTS ON  8-K

     (a) Exhibits

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

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

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

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

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


                                      II-2
<PAGE>   17

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

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

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

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

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

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

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

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

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

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

                                      II-3
<PAGE>   18

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

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

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

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

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

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

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


                                      II-4
<PAGE>   19


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

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

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

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

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

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

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

     (10)-(24)  - Assignment and Transfer Agreement, dated as of October 12,
                  1994, by and between LTV Master Receivables Trust and LTV
                  Sales Finance Company (incorporated herein by reference to
                  Exhibit (10)-


                                      II-5
<PAGE>   20

                  (26) to LTV's Report on Form 10-Q for the quarter ended
                  September 30, 1994)

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

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

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

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

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

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

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


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


                                      II-6
<PAGE>   21

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

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

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

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

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

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

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

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

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

     (10)-(42)  - The LTV Corporation Supplemental Management Retirement Plan
                  adopted on October 22, 1993 (incorporated herein by reference
                  to 

                                      II-7
<PAGE>   22


                  Exhibit 10.52 to Amendment No. 2 to LTV's Registration
                  Statement on Form S-1 [Registration No. 33-50217])

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

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

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

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

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

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

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

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

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


                                      II-8
<PAGE>   23

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

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

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

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

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

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

     (10)-(58)  - The LTV Corporation Amended and Restated Non-Employee
                  Directors' Equity Compensation Plan adopted on November 22,


                                     II-9
<PAGE>   24


                  1996 (incorporated herein by reference to Exhibit (10)-(58) to
                  LTV's Report on Form 10-K for the year ended December 31,
                  1996)


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

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

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

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

     (10)-(63)  - Amendments Nos. 8, 9 and 10 to the Letter of Credit
                  Agreement dated as of October 12, 1994 among LTV, LTV Steel
                  Company, Inc., LTV Steel Mining Company, LTV Steel Tubular
                  Products Company, various financial institutions and BT
                  Commercial Corporation (filed herewith)

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

     (27)       - Financial Data Schedule (filed herewith)


  (b)    Reports on Form 8-K

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



                                     II-10
<PAGE>   25








                                   SIGNATURES



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




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




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






Date:    November   , 1997
         --------------------------