<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, 1999                  Commission File No. 1-4368




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

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

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

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

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

                                                    Yes   |X|        No | |

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

                                               99,960,745 shares of common stock
                                                        (as of October 31, 1999)


<PAGE>   2
                          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,
                                                   ----------------------   ----------------------
                                                     1999         1998         1999        1998
                                                   ---------     --------   ---------    ---------
<S>                                               <C>          <C>          <C>          <C>
SALES                                              $   983      $ 1,064      $ 2,985      $ 3,284

Costs and expenses:
       Cost of products sold                           918          927        2,722        2,889
       Depreciation and amortization                    66           67          197          193
       Selling, general and administrative              46           45          137          136
       Results of affiliates' operations                 6           14           28           32
       Net interest and other (income) expense           3           (4)           1          (19)
       Special charges                                   -            -           39            -
                                                   -------      -------      -------      -------
          Total                                      1,039        1,049        3,124        3,231
                                                   -------      -------      -------      -------

INCOME (LOSS) BEFORE INCOME TAXES                      (56)          15         (139)          53

Income tax provision:
       Taxes payable                                     2            2            6            4
       Taxes not payable in cash                         -            2            -           15
                                                   -------      -------      -------      -------
          Total                                          2            4            6           19
                                                   -------      -------      -------      -------


NET INCOME (LOSS)                                  $   (58)     $    11      $  (145)     $    34
                                                   =======      =======      =======      =======

Earnings (loss) per share:
       Basic and Diluted                           $ (0.58)     $  0.11      $ (1.46)     $  0.33
                                                   =======      =======      =======      =======

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

</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,
                                                                          1999             1998
                                                                      -------------    ------------
<S>                                                                   <C>              <C>
ASSETS
CURRENT ASSETS
      Cash and cash equivalents                                         $   167          $   101
      Marketable securities                                                   -              210
                                                                        -------          -------
             Total cash and marketable securities                           167              311
      Receivables, less allowance for doubtful accounts                     484              375
      Inventories:
             Products                                                       591              571
             Materials, purchased parts and supplies                        260              283
                                                                        -------          -------
                   Total inventories                                        851              854
      Prepaid expenses, deposits and other                                   19               15
                                                                        -------          -------
                   Total current assets                                   1,521            1,555
                                                                        -------          -------
INVESTMENTS IN AFFILIATES                                                   382              314
OTHER NONCURRENT ASSETS                                                     233              190
PROPERTY, PLANT AND EQUIPMENT                                             4,285            4,325
      Allowance for depreciation                                         (1,186)          (1,060)
                                                                        -------          -------
                   Total property, plant and equipment                    3,099            3,265
                                                                        -------          -------
                                                                        $ 5,235          $ 5,324
                                                                        =======          =======

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
      Accounts payable                                                  $   354          $   321
      Accrued employee compensation and benefits                            312              328
      Other accrued liabilities                                             205              190
                                                                        -------          -------
                   Total current liabilities                                871              839
                                                                        -------          -------
NONCURRENT LIABILITIES
      Long-term debt                                                        402              302
      Postemployment health care and other insurance benefits             1,523            1,552
      Pension benefits                                                      561              565
      Other                                                                 407              438
                                                                        -------          -------
                   Total noncurrent liabilities                           2,893            2,857
                                                                        -------          -------
SHAREHOLDERS' EQUITY
      Convertible preferred stock (aggregate liquidation value $50)           1                1
      Common stock (par value $0.50 per share)                               53               53
      Additional paid-in capital                                          1,031            1,032
      Retained earnings                                                     466              621
      Treasury stock (5 million shares at cost)                             (67)             (68)
      Accumulated other comprehensive loss and other                        (13)             (11)
                                                                        -------          -------
                   Total shareholders' equity                             1,471            1,628
                                                                        -------          -------
                                                                        $ 5,235          $ 5,324
                                                                        =======          =======

</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,
                                                                         ---------------------
                                                                           1999         1998
                                                                         --------     --------
<S>                                                                     <C>         <C>
OPERATING ACTIVITIES
      Net income (loss)                                                  $  (145)     $    34
      Adjustments to reconcile income (loss) to net cash
           (used in) provided by operating activities:
           Special charges                                                    39            -
           Noncash losses of affiliates                                       28           32
           Depreciation and amortization                                     197          193
           Income tax provision not payable in cash                            -           15
           Defined benefit pension expense                                     2            3
           Postemployment benefit payments more than related expense         (18)         (21)
           Changes in assets, liabilities and other                         (118)         (70)
                                                                         -------      -------
               Net cash (used in) provided by operating activities           (15)         186
                                                                         -------      -------

INVESTING ACTIVITIES
      Capital expenditures                                                  (156)        (290)
      Investments in steel-related businesses                                (91)         (57)
      Net sales of marketable securities                                     210          102
      Proceeds from sale/leaseback and other dispositions                     35            4
      Other                                                                   (4)          (5)
                                                                         -------      -------
               Net cash used in investing activities                          (6)        (246)
                                                                         -------      -------

FINANCING ACTIVITIES
      Borrowings                                                             100            3
      Dividends paid and other                                               (13)         (12)
                                                                         -------      -------
               Net cash provided by (used in) financing activities            87           (9)
                                                                         -------      -------

Net increase (decrease) in cash and cash equivalents                          66          (69)
Cash and cash equivalents at beginning of period                             101          160
                                                                         -------      -------

Cash and cash equivalents at end of period                               $   167      $    91
                                                                         =======      =======


Supplemental cash flow information is presented as follows:
      Interest payments                                                  $    27      $     2
      Income tax payments                                                      2            6
      Capitalized interest                                                    12           24
      Purchases of marketable securities                                     134        2,209
      Sales and maturities of marketable securities                          344        2,311

</TABLE>

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

                                       I-3


<PAGE>   5


                               THE LTV CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1999

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, 1998 included in the LTV Annual Report to Shareholders incorporated
by reference in the 1998 Annual Report on Form 10-K filed with the Securities
and Exchange Commission.


NOTE (2) - At September 30, 1999, accumulated other comprehensive loss included
in the balance sheet amounted to $12 million with no material changes since
December 31, 1998. The accumulated other comprehensive loss at September 30,
1998 was $1 million, with no material changes since December 31, 1997.


NOTE (3) - The Company leases certain manufacturing facilities and equipment,
office space and computer equipment under cancelable and noncancelable leases
that expire at various dates. Minimum future operating lease obligations in
effect at September 30, 1999 are as follows (in millions):


               2000                            $  38
               2001                               32
               2002                               25
               2003                               23
               2004                               22
               Later years                       120
                                               -----
               Total obligations               $ 260
                                               =====


NOTE (4) - On October 1, 1999, LTV completed the acquisition of Welded Tube
Company of America ("Welded Tube") for $113.5 million subject to working capital
adjustments. Welded Tube is believed to be the second largest structural tube
manufacturer in North America and produces the broadest range of structural
tubing, used primarily for construction and for the industrial, transportation
and agricultural equipment markets.

On November 10, 1999, LTV acquired Copperweld Corporation and Copperweld Canada,
Inc., ("Copperweld") for an aggregate cash purchase price of approximately $650
million, subject to shareholder equity adjustments. Based on 1998 shipments,
Copperweld is believed to be the largest


                                       I-4

<PAGE>   6

North American manufacturer of mechanical and structural steel tubing and the
world's largest producer of bimetallic wire products. Both transactions will be
accounted for under the purchase method of accounting; and, accordingly, the
results of operations of the acquired companies will be included in the
consolidated financial statements from the respective dates of acquisition.

The following unaudited pro forma financial information for the Company gives
effect to the Welded Tube and Copperweld acquisitions (together the
"Acquisitions") as if they had occurred on January 1, 1999, with comparable pro
forma information for 1998. 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 Acquisitions occurred at the
beginning of the year or that may result in the future.


<TABLE>
<CAPTION>
                                                              Nine Months Ended
                                                          ------------------------
                                                                September 30,
                                                          ------------------------
                                                             1999           1998
                                                             ----           ----
<S>                                                      <C>            <C>
Sales                                                     $   3,609      $   3,921

Income (loss) before income taxes and special charges     $    (118)     $      54

Income (loss) before income taxes                         $    (157)     $      54

Net income (loss)                                         $    (170)     $      29

Earnings (loss) per share
         Basic and diluted                                $   (1.77)     $    0.22
         Average shares outstanding
              Basic                                         100,016         99,840
              Diluted                                       100,016        100,015

</TABLE>


NOTE (5) - In November 1999, the Company issued $275 million of 11.750% Senior
Notes ("Notes") maturing on November 15, 2009 with interest payable
semi-annually. These notes will be senior unsecured obligations of The LTV
Corporation. The Notes are fully and unconditionally guaranteed on a senior
basis by all existing and future domestic wholly owned subsidiaries of LTV
(other than certain unrestricted subsidiaries and special purpose subsidiaries
established to facilitate working capital facilities), and on a subordinated
basis by the Acquisitions. The Notes are redeemable at the option of the Company
in whole or in part, at any time after November 15, 2004 at a price of 105.875%
declining to 100% on or after November 15, 2007. At any time prior to November
15, 2002, the Company may redeem in the aggregate up to 35% of the original
principal amount at a price of 111.750% with proceeds from any public equity
offerings. There are no sinking fund requirements. Upon any change of control,
the Note holders have the right to require the Company to repurchase all or any
part of the Notes at a purchase price equal to 101% of the principal amount plus
accrued and unpaid interest. The terms of the Notes will contain various
covenants similar to the existing 8.20% Senior Notes due 2007, which limit LTV's
ability to incur additional debt; make dividend or other

                                       I-5

<PAGE>   7

distributions of capital stock; purchase, redeem or retire capital stock of the
Company; create liens; consolidate, merge or transfer assets among subsidiaries;
sell assets; and transact business with our subsidiaries. Certain of these
covenants will be eliminated if LTV achieves investment grade rating, as
defined, on these Notes.

LTV has entered into a five-year secured credit facility of $225 million
("Secured Facility") with banks that will be fully and unconditionally
guaranteed on a senior basis by the same guarantors as the Notes. Substantially
all of the assets of the Acquisitions, other than accounts receivable and the
real property and associated fixtures at Welded Tube's Portland, Oregon tubing
plant, including a secured intercompany note between Copperweld Corporation and
Copperweld Canada, Inc., will also secure the new credit facility. Interest will
be reset periodically and is based on LIBOR plus a margin of 3.375% to 4.125%
depending on the ratings that Standard & Poor's and Moody's assign the loans. At
LTV's option, it may borrow at an alternate base rate plus a margin ranging from
2.375% to 3.125% based on similar ratings. The base rate is the higher of the
prime rate or the Federal Funds effective rate plus 1/2 of 1%. Principal
payments in the first four years after issuance will be de minimus, with equal
scheduled payments of $54 million during 2004 at the end of February, May,
August and October 31, 2004. Prepayments are required for proceeds of certain
asset sales, insurance awards, excess cash flow and net cash proceeds of certain
debt or equity issuances if certain financial ratios are not met. The Secured
Facility will contain certain covenants that will limit LTV's ability to incur
additional debt and liens; make dividend payments; enter into agreements to
restrict a subsidiaries' ability to make distributions to the Company; make new
investments, capital expenditures or enter into sale leaseback transactions;
enter into mergers or sell assets; and comply with certain financial ratios.

LTV also issued $80 million aggregate liquidation preference of 8.25% Series A
Cumulative Convertible Preferred Stock (1,600,000 shares), $1.00 par value per
share ("Series A Preferred"). Holders of the Series A Preferred will be entitled
to receive cumulative cash dividends at an annual rate of 8.25% of the
liquidation preference, payable quarterly in arrears on each February 15, May
15, August 15 and November 15 commencing on February 15, 2000. LTV may redeem
all shares of the Series A Preferred, in whole or in part, at any time after
November 18, 2004, at a price equal to 104.13% of the aggregate liquidation
preference of the Series A Preferred declining to 100% in 2009. Upon any such
provisional redemption, LTV will also pay holders of the Series A Preferred an
amount equal to all of the accrued and unpaid dividends to the date of
redemption. The Series A Preferred may be converted at any time in whole or in
part into the number of shares of LTV common stock equal to $50.00 divided by
the conversion price then applicable. The initial conversion price is $3.675 per
share and is subject to adjustment upon the occurrence of certain events. The
Series A Preferred will have no voting rights, except as required by law. Upon
accumulation of accrued and unpaid dividends in an amount equal to six quarterly
dividends (whether or not consecutive), holders of a majority of the outstanding
shares of Series A Preferred will be entitled to appoint at least one but not
more than two members to the Board of Directors.


NOTE (6) - The Company has a 50% interest, accounted for under the equity
method, in an unconsolidated joint venture, Trico Steel Company, L.L.C. ("Trico
Steel"). Included in LTV's consolidated results are pretax losses of $5 million
and $14 million for the three months ended September 30, 1999 and 1998,
respectively, and pretax losses of $25 million and $33 million for the nine
months ended September 30, 1999 and 1998, respectively, representing the
Company's share of

                                       I-6

<PAGE>   8

Trico Steel operating results. The following is a summary of the financial
information related to Trico Steel (in millions):

<TABLE>
<CAPTION>

                                         Three Months Ended             Nine Months Ended
                                            September 30                   September 30
                                      --------------------------      -----------------------
Results of operations:                   1999          1998             1999         1998
                                         ----          ----             ----         ----
<S>                                      <C>           <C>              <C>          <C>
           Net sales                     $ 86          $ 61             $203         $214
           Costs and expenses              96            89              254          280
                                         ----          ----             ----         ----
                Pretax loss              $(10)         $(28)            $(51)        $(66)
                                         ====          ====             ====         ====

Financial Position:                      September 30, 1999             December 31, 1998
                                      --------------------------      -----------------------
           Current assets                              $ 91                          $ 54
           Noncurrent assets                            514                           531
           Current liabilities                          (58)                          (27)
           Noncurrent liabilities                      (336)                         (296)
                                                       ----                          ----
                Net assets                             $211                          $262
                                                       ====                          ====
</TABLE>

NOTE (7) - The Company operates in three reportable segments consisting of
Integrated Steel, Metal Fabrication and Corporate and Other. Integrated Steel
manufactures and sells a diversified line of carbon steel products consisting of
hot rolled and cold rolled sheet, galvanized and tin mill products for the
domestic transportation, appliance, container and electrical equipment markets.
Metal Fabrication produces pipe, conduit and tubular products for use in
transportation, agriculture, oil and gas and construction industries. The
segment also engineers and manufactures pre-engineered, low-rise steel building
systems for manufacturing, warehousing and commercial applications. Corporate
and Other consists of steel-related joint ventures, primarily Trico Steel and
Cliffs and Associates Limited ("CAL"), which are accounted for using the equity
method, and corporate investments and related income and expense.

LTV's reportable segments are strategic business units grouped by similar
products, technologies and manufacturing processes. They are managed separately
because each segment serves a different market and group of customers. Segment
performance is measured on pretax profit or loss from operations before special
items. Intersegment sales are accounted for at current market prices as if
transactions had taken place with third parties.

<TABLE>
<CAPTION>

                                                                1999                                         1998
                                           ------------------------------------------  ---------------------------------------------
                                           Integrated     Metal     Corporate          Integrated       Metal     Corporate
For the three months ended September 30:     Steel     Fabrication   & Other    Total     Steel     Fabrication    & Other    Total
                                             -----     -----------   -------    -----     -----     -----------    -------    -----
<S>                                         <C>          <C>          <C>       <C>       <C>          <C>         <C>       <C>
Trade sales                                  $ 803        $180         $  -      $983      $886         $178        $  -      $1,064
Intersegment sales                              20           -            -        20        26            -           -          26
Segment income (loss) before
   special charges and income taxes            (57)         14          (13)      (56)       13           15         (13)         15

</TABLE>


<TABLE>
<CAPTION>

                                                                1999                                         1998
                                           ------------------------------------------  ---------------------------------------------
                                           Integrated     Metal     Corporate          Integrated       Metal     Corporate
For the nine months ended September 30:      Steel     Fabrication   & Other    Total     Steel     Fabrication    & Other    Total
                                             -----     -----------   -------    -----     -----     -----------    -------    -----
<S>                                         <C>          <C>          <C>       <C>       <C>          <C>         <C>       <C>
Trade sales                                  $2,490       $495        $   -     $2,985    $2,770        $514         $  -     $3,284
Intersegment sales                               64          -            -         64        67           -            -         67
Segment income (loss) before
   special charges and income taxes             (94)        35          (41)      (100)       34          45          (26)        53
Special charges                                 (39)         -            -        (39)        -           -            -          -

</TABLE>


                                       I-7
<PAGE>   9

NOTE (8) - LTV's wholly owned subsidiary, LTV Steel Company, Inc., has fully and
unconditionally guaranteed the Company's obligation to pay principal, premium,
if any, and interest with respect to the 8.20% Senior Notes due September 2007.
The following supplemental condensed consolidating financial statements of The
LTV Corporation present the balance sheets as of September 30, 1999 and December
31, 1998; statements of operations for the three months and nine months ended
September 30, 1999 and 1998; and statements of cash flows for the nine months
ended September 30, 1999 and 1998. 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.

Condensed Consolidating Balance Sheet (in millions):

<TABLE>
<CAPTION>

                                                                                September 30, 1999
                                                            -------------------------------------------------------------------
                                                                                   Non-Guarantor
                                                             Parent     Guarantor   Subsidiaries   Eliminations    Consolidated
                                                             ------     ---------   ------------   ------------    ------------
<S>                                                         <C>         <C>          <C>             <C>             <C>
Cash, cash equivalents and marketable securities            $   134     $   (19)     $    52          $     -         $   167
Receivables                                                       -           -          484                -             484
Notes receivable/(payable)                                        -         771         (771)               -               -
Inventories                                                       -           -          851                -             851
Other current assets                                              3          11            5                -              19
                                                            -------     -------      -------          -------         -------
         Total current assets                                   137         763          621                -           1,521

Intercompany, net                                               409         168         (577)               -               -
Investments and other noncurrent assets                       1,256         245          512           (1,398)            615
Property, plant and equipment, net                                -       2,881          218                -           3,099
                                                            -------     -------      -------          -------         -------
             Total assets                                   $ 1,802     $ 4,057      $   774          $(1,398)        $ 5,235
                                                            =======     =======      =======          =======         =======

Total current liabilities                                   $    15     $   744      $   112          $     -         $   871
Long-term debt                                                  299           -          103                -             402
Postemployment health care and other insurance benefits           -       1,399          124                -           1,523
Pension benefits                                                  -         556            5                -             561
Other                                                            17         365           25                -             407
Shareholders' equity                                          1,471         993          405           (1,398)          1,471
                                                            -------     -------      -------          -------         -------
             Total liabilities and shareholders' equity     $ 1,802     $ 4,057      $   774          $(1,398)        $ 5,235
                                                            =======     =======      =======          =======         =======

</TABLE>

<TABLE>
<CAPTION>

                                                                                December 31, 1998
                                                            -------------------------------------------------------------------
                                                                                   Non-Guarantor
                                                             Parent     Guarantor   Subsidiaries   Eliminations    Consolidated
                                                             ------     ---------   ------------   ------------    ------------
<S>                                                         <C>         <C>          <C>             <C>             <C>
Cash, cash equivalents and marketable securities            $   276     $   (22)     $    57          $     -         $   311
Receivables                                                       3           -          372                -             375
Notes receivable/(payable)                                        -         891         (891)               -               -
Inventories                                                       -           -          854                -             854
Other current assets                                              3           8            4                -              15
                                                            -------     -------      -------          -------         -------
         Total current assets                                   282         877          396                -           1,555

Intercompany, net                                               282         125         (407)               -               -
Investments and other noncurrent assets                       1,405         189          447           (1,537)            504
Property, plant and equipment, net                                -       3,039          226                -           3,265
                                                            -------     -------      -------          -------         -------
             Total assets                                   $ 1,969     $ 4,230      $   662          $(1,537)        $ 5,324
                                                            =======     =======      =======          =======         =======

Total current liabilities                                   $    25     $   700      $   114          $     -         $   839
Long-term debt                                                  298           -            4                -             302
Postemployment health care and other insurance benefits           -       1,432          120                -           1,552
Pension benefits                                                  -         560            5                -             565
Other                                                            18         400           20                -             438
Shareholders' equity                                          1,628       1,138          399           (1,537)          1,628
                                                            -------     -------      -------          -------         -------
             Total liabilities and shareholders' equity     $ 1,969     $ 4,230      $   662          $(1,537)        $ 5,324
                                                            =======     =======      =======          =======         =======


</TABLE>


                                       I-8

<PAGE>   10


Condensed Consolidating Statement of Operations (in millions):

<TABLE>
<CAPTION>

                                                            Three Months Ended September 30, 1999
                                                ---------------------------------------------------------------
                                                                       Non-Guarantor
                                                 Parent     Guarantor  Subsidiaries  Eliminations  Consolidated
                                                 ------     ---------  ------------  ------------  ------------
<S>                                            <C>          <C>          <C>          <C>          <C>
Net sales                                       $     -      $   891      $ 1,077      $  (985)       $   983
Costs and expenses:
    Cost of products sold                             -          824        1,079         (985)           918
    Depreciation and amortization                     -           59            7            -             66
    Selling, general and administrative               3           33           10            -             46
    Results of affiliates' operations                52           54            6         (106)             6
    Net interest and other (income) expense           1          (17)          19            -              3
                                                -------      -------      -------      -------        -------
         Total                                       56          953        1,121       (1,091)         1,039
                                                -------      -------      -------      -------        -------
Income (loss) before income taxes                   (56)         (62)         (44)         106            (56)
Income tax provision                                 (2)           -            -            -             (2)
                                                -------      -------      -------      -------        -------
         Net income (loss)                      $   (58)     $   (62)     $   (44)     $   106        $   (58)
                                                =======      =======      =======      =======        =======

</TABLE>

<TABLE>
<CAPTION>

                                                            Three Months Ended September 30, 1999
                                                ---------------------------------------------------------------
                                                                       Non-Guarantor
                                                 Parent     Guarantor  Subsidiaries  Eliminations  Consolidated
                                                 ------     ---------  ------------  ------------  ------------
<S>                                            <C>          <C>          <C>          <C>          <C>
Net sales                                       $     -      $   921      $ 1,210      $(1,067)       $ 1,064
Costs and expenses:
    Cost of products sold                             -          833        1,161       (1,067)           927
    Depreciation and amortization                     -           59            8            -             67
    Selling, general and administrative               2           33           10            -             45
    Results of affiliates' operations               (14)           1           14           13             14
    Net interest and other (income) expense          (3)         (20)          19            -             (4)
                                                -------      -------      -------      -------        -------
         Total                                      (15)         906        1,212       (1,054)         1,049
                                                -------      -------      -------      -------        -------
Income (loss) before income taxes                    15           15           (2)         (13)            15
Income tax provision                                 (4)          (4)           1            3             (4)
                                                -------      -------      -------      -------        -------
Extraordinary loss                                    -            -            -            -              -
         Net income (loss)                      $    11      $    11      $    (1)     $   (10)       $    11
                                                =======      =======      =======      =======        =======

</TABLE>


                                       I-9
<PAGE>   11

Condensed Consolidating Statement of Operations (Continued)
(in millions):



<TABLE>
<CAPTION>

                                                                 Nine Months Ended September 30, 1999
                                                ---------------------------------------------------------------
                                                                       Non-Guarantor
                                                 Parent     Guarantor  Subsidiaries  Eliminations  Consolidated
                                                 ------     ---------  ------------  ------------  ------------
<S>                                            <C>          <C>          <C>          <C>            <C>
Net sales                                       $     -      $ 2,684      $ 3,339      $(3,038)       $ 2,985
Costs and expenses:
    Cost of products sold                             -        2,468        3,292       (3,038)         2,722
    Depreciation and amortization                     -          176           21            -            197
    Selling, general and administrative               9           97           31            -            137
    Results of affiliates' operations               132           95           28         (227)            28
    Net interest and other (income) expense          (2)         (51)          54            -              1
    Special charges                                   -           39            -            -             39
                                                -------      -------      -------      -------        -------
         Total                                      139        2,824        3,426       (3,265)         3,124
                                                -------      -------      -------      -------        -------
Income (loss) before income taxes                  (139)        (140)         (87)         227           (139)
Income tax provision                                 (6)           -            -            -             (6)
                                                -------      -------      -------      -------        -------
         Net income (loss)                      $  (145)     $  (140)     $   (87)     $   227        $  (145)
                                                =======      =======      =======      =======        =======


</TABLE>


<TABLE>
<CAPTION>

                                                                 Nine Months Ended September 30, 1998
                                                ---------------------------------------------------------------
                                                                       Non-Guarantor
                                                 Parent     Guarantor  Subsidiaries  Eliminations  Consolidated
                                                 ------     ---------  ------------  ------------  ------------
<S>                                            <C>          <C>          <C>          <C>            <C>
Net sales                                       $     -      $ 2,911      $ 3,060      $(2,687)       $ 3,284
Costs and expenses:
    Cost of products sold                             -        2,643        2,933       (2,687)         2,889
    Depreciation and amortization                     -          172           21            -            193
    Selling, general and administrative               9           98           29            -            136
    Results of affiliates' operations               (46)           1           32           45             32
    Net interest and other (income) expense         (16)         (49)          46            -            (19)
                                                -------      -------      -------      -------        -------
         Total                                      (53)       2,865        3,061       (2,642)         3,231
                                                -------      -------      -------      -------        -------
Income before income taxes                           53           46           (1)         (45)            53
Income tax provision                                (19)         (16)           -           16            (19)
                                                -------      -------      -------      -------        -------
         Net income (loss)                      $    34      $    30      $    (1)     $   (29)       $    34
                                                =======      =======      =======      =======        =======


</TABLE>

                                      I-10

<PAGE>   12

Condensed Consolidating Cash Flows Statement (in millions):


<TABLE>
<CAPTION>

                                                                              Nine Months Ended September 30, 1999
                                                                 ---------------------------------------------------------------
                                                                                        Non-Guarantor
                                                                 Parent      Guarantor  Subsidiaries  Eliminations  Consolidated
                                                                 ------      ---------  ------------  ------------  ------------
<S>                                                              <C>          <C>          <C>          <C>        <C>
Net cash (used in) provided by operating activities              $(131)        $ 113         $   3         $ -         $ (15)
Investing activities:
    Capital expenditures                                             -          (143)          (13)          -          (156)
    Investments in steel-related businesses                          -             -           (91)          -           (91)
    Net sales of marketable securities                             210             -             -           -           210
    Proceeds from sale/leaseback and other                           1            34            (4)          -            31
                                                                 -----         -----         -----         ---         -----
         Net cash provided by (used in) investing activities       211          (109)         (108)          -            (6)
                                                                 -----         -----         -----         ---         -----
Financing activities:
    Borrowings                                                       -             -           100           -           100
    Dividends paid and other                                       (12)           (1)            -           -           (13)
                                                                 -----         -----         -----         ---         -----
         Net cash (used in) provided by financing activities       (12)           (1)          100           -            87
                                                                 -----         -----         -----         ---         -----
Net increase (decrease) in cash and cash equivalents                68             3            (5)          -            66
Cash and cash equivalents at beginning of year                      66           (22)           57           -           101
                                                                 =====         =====         =====         ===         =====
Cash and cash equivalents at end of period                       $ 134         $ (19)        $  52         $ -         $ 167
                                                                 =====         =====         =====         ===         =====


</TABLE>


<TABLE>
<CAPTION>
                                                                              Nine Months Ended September 30, 1999
                                                                 ---------------------------------------------------------------
                                                                                        Non-Guarantor
                                                                 Parent      Guarantor  Subsidiaries  Eliminations  Consolidated
                                                                 ------      ---------  ------------  ------------  ------------
<S>                                                              <C>          <C>          <C>          <C>        <C>
Net cash (used in) provided by operating activities              $(140)        $ 259         $  67         $ -         $ 186
Investing activities:
    Capital expenditures                                             -          (270)          (20)          -          (290)
    Investments in steel-related businesses                          -             -           (57)          -           (57)
    Net sales of marketable securities                             102             -             -           -           102
    Other                                                            2             4            (7)          -            (1)
                                                                 -----         -----         -----         ---         -----
         Net cash provided by (used in) investing activities       104          (266)          (84)          -          (246)
                                                                 -----         -----         -----         ---         -----
Financing activities:
    Borrowings                                                       -             -             3           -             3
    Dividends paid and other                                       (10)           (2)            -           -           (12)
                                                                 -----         -----         -----         ---         -----
         Net cash (used in) provided by financing activities       (10)           (2)            3           -            (9)
                                                                 -----         -----         -----         ---         -----
Net increase (decrease) in cash and cash equivalents               (46)           (9)          (14)          -           (69)
Cash and cash equivalents at beginning of year                     108           (16)           68           -           160
                                                                 -----         -----         -----         ---         -----
Cash and cash equivalents at end of period                       $  62         $ (25)        $  54         $ -         $  91
                                                                 =====         =====         =====         ===         =====

</TABLE>


                                      I-11


<PAGE>   13


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

RESULTS OF OPERATIONS
Summary results for the three months and nine months ended September 30, 1999
and 1998 for each segment are listed below ($ in millions):


<TABLE>
<CAPTION>

                                                                  Three Months Ended September 30,
                                             -----------------------------------------------------------------------------
                                                Integrated Steel          Metal Fabrication          Corporate and Other
                                             ----------------------    ------------------------   ------------------------
                                               1999          1998         1999         1998            1999        1998
                                               ----          ----         ----         ----            ----        ----
<S>                                         <C>           <C>          <C>          <C>              <C>          <C>
 Sales - Trade                               $   803       $   886      $   180      $   178          $ -          $ -
         Intersegment                             20            26            -            -            -            -

 Cost of products sold                           788           805          150          148            -            -
 Selling, general and administrative              30            30           13           13            3            2
 Results of affiliates' operations                 -             -           (1)          (2)           7           16
 Net interest and other (income) expense           -             -            -            -            3           (4)
 Income (loss) before income taxes               (57)           13           14           15          (13)         (13)

 Tons in thousands
         Steel shipments
             Trade                             1,771         1,811          114          112
             Intersegment                         62            78            -            -
         Raw steel production                  2,076         2,203            -            -
Operating rate                                    95%          102%

</TABLE>

<TABLE>
<CAPTION>

                                                                  Three Months Ended September 30,
                                             -----------------------------------------------------------------------------
                                                Integrated Steel          Metal Fabrication          Corporate and Other
                                             ----------------------    ------------------------   ------------------------
                                               1999          1998         1999         1998            1999        1998
                                               ----          ----         ----         ----            ----        ----
<S>                                         <C>           <C>          <C>          <C>              <C>          <C>
 Sales - Trade                               $ 2,490       $ 2,770       $   495      $   514          $ -          $ -
         Intersegment                             64            67             -            -            -            -

 Cost of products sold                         2,374         2,531           412          425            -            -
 Selling, general and administrative              88            89            40           38            9            9
 Results of affiliates' operations                 -             -            (2)          (4)          30           36
 Net interest and other (income) expense          (1)           (1)            -            -            2          (18)
 Special charges                                  39             -             -            -            -            -
 Income (loss) before income taxes              (133)           34            35           45          (41)         (26)

 Tons in thousands
         Steel shipments
             Trade                             5,400         5,587           334          360
             Intersegment                        217           196
         Raw steel production                  6,365         6,200
Operating rate                                    98%           97%

</TABLE>

                                      I-12

<PAGE>   14


Integrated Steel
----------------

Sales in 1999 decreased due to lower average steel selling prices as a result of
the continuing impact of high imports that flooded the market in the last half
of 1998 and lower shipments in the first and third quarters of 1999. Shipments
in the second quarter were equal to the prior year quarter.

Cost of products sold as a percentage of sales increased in 1999 from 1998
primarily as a result of lower average selling prices. During the third quarter
of 1999, costs were impacted by $15 million incurred since August 1, 1999 for
the new USWA labor agreement, $8 million due to the blast furnace reline at the
Cleveland Works that began in September 1999 and $4 million for unplanned power
curtailments and the resulting higher energy costs during the summer months.
These were partially offset by cost reductions including lower purchased
materials for both the third quarter and first nine months of 1999.

Raw steel production at the Company's steelmaking facilities decreased in the
third quarter of 1999 due to the blast furnace reline at the Cleveland Works.
For the nine months ended, raw steel production was lower in 1998 primarily due
to the reduced operating levels in 1998 during the H-4 blast furnace reline at
the Indiana Harbor Works. The Company follows American Iron and Steel Institute
("AISI") standards in calculating its maximum operating rate based on 95% of
blast furnace capacity, which recognizes the average effect of blast furnace
relines. Steel production may be supplemented with purchases of semifinished
steel when demand for the Company's products exceeds production capability.

In the second quarter of 1999, a special charge of $37 million was recorded upon
the suspension of a pilot business systems project being installed at the
Hennepin, Illinois plant. The decision to suspend the implementation does not
affect the implementation of LTV's other new business systems that are providing
higher levels of performance in materials management, plant maintenance,
purchasing, human resources and financial management. LTV also recognized a
special charge of $2 million related to a salaried workforce reduction already
implemented.


Metal Fabrication
-----------------

Sales in the third quarter of 1999 increased over the third quarter of 1998
primarily due to higher metal buildings sales. For the nine months ended, lower
average tubular selling prices and shipments in 1999 were partially offset by
higher metal buildings sales.

Cost of products sold as a percentage of sales increased in 1999 as a result of
lower average tubular product selling prices and the startup costs of the new
tubing facility in Marion, Ohio.

Corporate and Other
-------------------

Results of affiliates' operations includes steel-related joint ventures such as
Trico Steel and CAL. The transformer failure that occurred in late January 1999
continued to impact Trico Steel's results into the

                                      I-13

<PAGE>   15

third quarter. With the installation of a final replacement transformer in
September 1999, Trico Steel had access to full power capability for the first
time since December 1998. This permitted Trico Steel to generate its highest
monthly production level and highest monthly shipments in September. Third
quarter 1999 results improved over both the first and second quarters of 1999
and the third quarter of 1998.

Also included in this segment are the start-up costs of CAL, a direct reduced
iron joint venture located in the Republic of Trinidad and Tobago in which LTV
has a 46.5% interest. CAL is progressing but with typical mechanical delays for
a new start-up facility. Global market conditions for scrap substitute have
improved in recent months and will provide an opportunity to increase production
levels as full production capability is achieved.

Lower interest and other income resulted from decreased interest income on lower
levels of investments and lower capitalized interest.

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

The 1999 and 1998 cash taxes consist of state and federal taxes including a less
than 80% owned subsidiary. The Company continues to maintain a full valuation
allowance to offset the non-cash tax benefit arising from the current year loss.

In the three months and nine months ended September 30, 1998, the Company
recorded $2 million and $15 million, respectively, of non-cash taxes. Under
fresh-start financial statement reporting rules, tax benefits associated with
pre-reorganization net deductible temporary differences and net operating loss
carryforwards cannot be recognized as a reduction to the tax provision but
increase additional paid-in capital.

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


LIQUIDITY AND FINANCIAL RESOURCES

The Company's sources of liquidity include cash and cash equivalents, marketable
securities, cash from operations, long-term borrowings, amounts available under
credit facilities and other external sources of funds. In 1999, total cash, cash
equivalents and marketable securities decreased by $144 million to $167 million
as of September 30, 1999. During 1999, cash used by operating activities
amounted to $15 million. Major uses of cash during 1999 included $156 million in
capital expenditures and $91 million for investments in steel-related
businesses, which includes a 50% owned joint venture with Bethlehem Steel to
convert an existing electrogalvanizing facility in


                                      I-14


<PAGE>   16

Columbus, Ohio to hot-dip galvanizing using state of the art technology. LTV
also acquired 16.5% of an existing electrogalvanizing line in northwestern Ohio.
LTV and Bethlehem Steel also formed a 50% - 50% joint venture to acquire an
automotive steel processing facility.

The Company has two credit facilities with banks, a "Receivables Facility" and
an "Inventory Facility" with substantially all of the Company's receivables and
inventories pledged as collateral under these credit facility agreements. In
September 1999, LTV borrowed $100 million against these credit facility
agreements to finance the October 1, 1999 acquisition of Welded Tube and in
November 1999, borrowed an additional $115 million to complete the Copperweld
acquisition. After giving effect to the borrowings, these facilities provide the
Company with up to an additional $240 million of financing resources at
prevailing market rates. Along with the acquisition of Copperweld, LTV issued
$275 million 11.750% Senior Notes due 2009, entered into a $225 million five-
year secured credit facility and issued $80 million of 8.25% Series A Cumulative
Convertible Preferred Stock. See Note (5) for further discussion of these
issues.

Management believes that cash provided by operations, along with its credit
facilities, are sufficient to fund the current requirements of working capital,
capital expenditures, investments in businesses and joint ventures and other
postemployment benefits. Due to the low production levels experienced by Trico
Steel, LTV and its other two partners entered into credit commitments in 1998 to
lend additional funds to Trico Steel. In the first nine months of 1999, LTV
advanced Trico Steel $23 million against these commitments, with an additional
$5 million commitment remaining from LTV.

The Company's 8.20% Senior Notes due 2007 and the 11.750% Senior Notes due 2009
contain various covenants. These agreements place restrictions on payments of
dividends, share repurchases, capital expenditures, investments in subsidiaries
and borrowings. At September 30, 1999, amounts available for future dividends
and stock repurchases totaled $40 million and is not limited by earnings. The
Company does not believe that the restrictions contained in these covenants will
cause significant limitations on its financial flexibility.



COMPETITION AND PRICES
Domestic steel producers face significant competition from foreign producers
affecting both prices and volume. For the full year 1998, imports of flat rolled
product from all foreign countries totaled approximately 20 million tons or 25%
of domestic steel consumption, an increase of 43% from 1997 levels. A
significant amount of the 1998 increase occurred after July 1998 as the last
half of 1998 had imports totaling 30% of domestic steel consumption. Although
imports for the first nine months of 1999 were 18% of domestic steel consumption
based on preliminary reports by the AISI, the effects of the higher 1998 levels
have led to the reduced prices in 1999. The intensity of foreign competition is
substantially affected by the relative strength of foreign economies and
fluctuations in the value of the U.S. dollar against foreign currencies.
Decisions by some foreign producers with respect to production and sales may be
influenced to a greater degree by political and economic policy considerations
of their governments than by prevailing market conditions. Currency fluctuations
and reduced consumption by Asian markets resulted in a significant increase in
imports in 1998.

                                      I-15


<PAGE>   17

In September 1998, LTV Steel, along with other domestic integrated producers,
filed hot rolled trade cases against dumped and subsidized imports from Japan,
Russia and Brazil. In early 1999, the Department of Commerce ("DOC") issued
final dumping determinations against Japan setting margins ranging from 20% to
67%, against Brazil setting margins ranging from 42% to 43% and countervailing
duty margins ranging from 6% to 10%, and against Russia setting margins ranging
from 74% to 185%.

Despite the DOC's issuance of substantial final dumping determinations against
the three countries and additional countervailing duty determinations against
Brazil, the DOC entered into suspension agreements with Brazil and Russia.
Additionally, the DOC entered into a comprehensive agreement with Russia
covering substantially all imports of Russian steel mill products into the U.S.

Under the terms of the Brazilian suspension agreement, Brazilian producers are
prohibited from exporting any hot rolled steel products into the U.S. until
October 1, 1999. Thereafter such imports are limited to 295,000 metric tons per
twelve-month period. The agreement establishes a reference price of $327 per
metric ton, below which Brazilian producers are prohibited from selling. In
addition, because the reference price is set in U.S. dollars, at the U.S. market
rate, it will not be affected by exchange rate fluctuations.

The Russian suspension agreement includes a moratorium on shipments for the
first year, a quota for four subsequent years and a price provision. Russian
producers are prohibited from exporting any steel to the U. S. covered by the
agreement until January 1, 2000. Thereafter such imports would be limited by the
following quotas: 325,000 metric tons in 2000; 500,000 metric tons in 2001;
675,000 metric tons in 2002; and 725,000 metric tons in 2003. The agreement
establishes minimum prices ranging from $255 to $280 per metric ton FOB, above
which Russian steel must be sold in the U.S.

The Russian comprehensive agreement restricts exports of Russian steel to the
U.S. in major product areas not already covered by other agreements or
antidumping orders. The comprehensive agreement, combined with the hot-rolled
suspension agreement, and the suspension agreement on carbon steel plate signed
in 1997, covers substantially all imports of Russian steel mill products into
the U.S.

On June 21, 1999, LTV Steel, along with other domestic integrated producers,
filed cold rolled trade cases against dumped and subsidized imports from
Argentina, Brazil, China, Indonesia, Japan, Russia, Slovakia, South Africa,
Taiwan, Thailand, Turkey and Venezuela. Antidumping complaints with margins
ranging from 17% to 122% were filed against the twelve countries. Countervailing
duty complaints with margins ranging from 12% to 101% were filed against Brazil,
Indonesia, Thailand and Venezuela. In July 1999, the U. S. International Trade
Commission ("ITC") made preliminary determination that dumped cold rolled steel
imports from Japan, Russia, Brazil, China, Argentina, Indonesia, Taiwan,
Thailand, Slovakia, Turkey, South Africa and Venezuela caused or threatened



                                      I -16
<PAGE>   18

material injury to domestic producers. The ITC also made a preliminary
determination that subsidies on imports from Brazil only caused or threatened
material injury to domestic producers, allowing the countervailing duty
subsidies against Brazil to proceed. Subsequently, the DOC set preliminary
countervailing duties of 7% to 12% against Brazil.

On November 2, 1999, the DOC issued its preliminary determination of appropriate
antidumping margins, setting preliminary margins ranging from 16% to 177% for
the countries of Argentina, Brazil, Japan, Russia, South Africa, Thailand and
Venezuela. On December 8, 1999 the DOC is scheduled to make its preliminary
determination regarding appropriate antidumping margins for Turkey, Indonesia,
China, Taiwan and Slovakia. If the investigations proceed normally, the DOC is
scheduled to make its final antidumping duty determinations no later than 75
days after the date of its preliminary determinations. In December 1999, the DOC
is scheduled to hold countervailing duty hearings and make its final
countervailing duty determinations. In January 2000, the ITC is scheduled to
make its final countervailing injury determinations. Sometime before February
17, 2000, the ITC is scheduled to make its final antidumping injury
determination.

In September 1999, we joined several other petitioners before the ITC seeking
relief on line pipe product imports pursuant to Section 201 of the Trade Act of
1974, as amended. In November 1999, the ITC found that serious injury has
occurred to the domestic industry because of unfairly traded imports.
Petitioners are seeking a quota on import of line pipe of approximately 16% of
domestic consumption. Furthermore, within that general quota petitioners are
seeking specific-country quotas for Korea, Japan and other countries and have
asked the ITC to recommend to the President of the United States that he
initiate negotiations with the exporting countries to secure their agreement to
such quotas.

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 2% by the end of 2000 as new minimills now under construction engage in
start-up operations or begin operation.

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


                                      I -17

<PAGE>   19


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

On February 28, 1998, the Company ceased operations at the Pittsburgh coke plant
and began the closure process. LTV established reserves for the cost of the
closure and clean-up in the third quarter of 1997. Spending charged against this
reserve in the first nine months of 1999 totaled $14 million. In April 1999, the
Company completed the closure of the cold rolled finishing operations in the
Number 2 finishing department at the Cleveland Works. The expense of this
closure was included as part of the special charges recorded in the fourth
quarter of 1998. There has been $2 million of spending against this reserve in
1999.


ENVIRONMENTAL LIABILITIES AND RELATED COSTS

LTV is subject to changing and increasingly stringent environmental laws and
regulations concerning air emissions, water discharges and waste disposal, as
well as remediation activities that involve the clean-up of environmental media
such as soils and groundwater. As a consequence, the Company has incurred, and
will continue to incur, substantial capital expenditures and operating and
maintenance expenses in order to comply with such requirements. Additionally, if
any of the Company's facilities are unable to meet required environmental
standards or laws, those operations could be temporarily or permanently closed.
If, in the future, the Company were required to investigate and remediate any
contamination at plant sites where hazardous wastes have been used pursuant to
the Resource Conservation Recovery Act, the Company could be required to record
additional liabilities. The Company cannot estimate the cost of these potential
liabilities at this time, but they could be substantial. In addition, certain
environmental laws such as Superfund, can impose liability for the entire cost
of cleanup of contaminated sites upon any of the current and former site owners
or operators or parties who sent waste to these sites, regardless of fault or
the lawfulness of the original disposal activity. Permits and environmental
controls are also required at LTV's facilities to reduce air and water pollution
from certain operations, and these permits are subject to modification, renewal
and revocation by issuing authorities. Additional permits may be required, or
more onerous conditions may be imposed in our existing permits as a result of
increases in production or modifications to certain of our facilities.

During the first nine months of 1999, the Company spent approximately $15
million for environmental clean-up and related matter demolition costs at
operating and idled facilities, and at September 30, 1999 has a recorded
liability of $123 million for known and identifiable environmental and related
matter demolition costs. As the Company becomes aware of additional matters or
obtains more information, it may be required to record additional liabilities
for environmental remediation


                                      I-18

<PAGE>   20

investigation and clean-up of contamination. The Company also spent
approximately $11 million in 1999 for environmental compliance-related capital
expenditures for environmental projects and expects it will be required to spend
an average of approximately $23 million annually in capital expenditures during
the next five years to meet environmental standards.

YEAR 2000 READINESS

Although LTV does not currently manufacture any products containing embedded
chips or any computerized products, LTV (like most companies) has been faced
with the task of addressing the Year 2000 issue, which is the result of computer
programs being written using two digits rather than four to define the
applicable year. Any of the Company's computer programs or any hardware that
have date-sensitive software or embedded chips may recognize a date using "00"
as the year 1900 rather than the year 2000.

Since the commencement of its Year 2000 readiness effort in late 1996, LTV has
been engaged in a company-wide effort to achieve Year 2000 readiness for both
information technology ("IT") and non-information technology ("non-IT") systems
for its consolidated operations. LTV has a Steering Committee for Year 2000
issues, which meets regularly and is comprised of high-level executives and
other management personnel and Year 2000 consultants. The Company is primarily
using its own employees to achieve readiness in most of its manufacturing and
operations systems, augmented by outside expertise related to specific systems.
The Company has contracted with its principal Year 2000 outside contractor (the
"Outside Contractor") to achieve Year 2000 readiness with respect to its steel
business and related information technology infrastructure systems ("Business
Systems").

LTV's Year 2000 readiness program involves several stages, including (1) an
inventory stage to locate programs and devices that may have date sensitivities,
(2) a risk assessment and prioritization stage to determine the degree of
noncompliance and the potential impact on LTV's business, (3) a remediation
stage for affected systems and devices, (4) a test stage to determine if the
repaired program or device is ready, and (5) an implementation stage to return
the program or device back into operation.

The following table shows the Company's estimates of the stages of readiness of
the Business Systems within its consolidated operations as well as its
manufacturing and operations systems which include non-IT systems such as smart
sensors, logic controllers, distributed control systems and embedded
microprocessors.



                                      I-19

<PAGE>   21

                            As of September 30, 1999
                            ------------------------

                                                           Y2K
                                                        Readiness
                                Y2K       Y2K Impact    of Overall
                             Inventory    Assessment    Inventory(1)   Completed
                             ---------    ----------    ------------   ---------

Business Systems(2)
-        Integrated Steel      100%          100%           90%
-        Metal Fabrication     100%          100%          100%

Manufacturing Systems(2)
-        Integrated Steel      100%          100%          100%
-        Metal Fabrication     100%          100%          100%

Infrastructure(2)
-        Integrated Steel      100%          100%          100%
-        Metal Fabrication     100%          100%          100%

Supply Chain(2)
-        Integrated Steel       NA            NA            NA            100%
-        Metal Fabrication      NA            NA            NA            100%

Contingency Plans(2)
-        Integrated Steel       NA            NA            NA            100%
-        Metal Fabrication      NA            NA            NA            100%


(1)  LTV considers inventory "Y2K ready" only after testing to confirm that
     remediation, replacement and/or work around has resolved any material Y2K
     problem and such inventory is returned to production. All Integrated Steel
     systems are scheduled for completion by the end of 1999.

(2)  Excluded from the table are unconsolidated operations accounted for by the
     equity method such as Trico Steel and various foreign joint ventures.

Because LTV's IT and non-IT systems are subject to continuous updating, the
Company will continue to monitor any new or modified systems placed in service
prior to the Year 2000 rollover date.

In addition to the Company's Year 2000 program described above, LTV has
implemented a business systems project, which includes new purchasing, accounts
payable, spare parts inventory, human resource and maintenance planning systems
throughout its steel operations. All of the above systems are excluded from the
Year 2000 readiness program costs, which are disclosed below.

New outsourced benefit and payroll systems originally scheduled for
implementation during 1999 will not be completed as expected. As a consequence,
the existing benefit and payroll and related systems

                                      I-20

<PAGE>   22

will be remediated for Year 2000 issues prior to the end of 1999. The
remediation of the existing benefit and payroll and related systems is reflected
in the "Y2K Readiness of Overall Inventory" reported above.

LTV continues to address the additional potential consequences that may result
from unresolved Year 2000 issues and has queried material third parties,
including suppliers, utility and other resource providers and customers to
assess their Year 2000 readiness efforts. The Company has implemented a supply
chain plan for most sole source and mission critical suppliers and customers.
LTV has also developed contingency plans for its steel and steel-related plants,
which assume the loss of electricity, gas and water. These plans include
provisions for alternate sources of power and plans to manage the steel and
steel-related plants to a safe condition followed by a staged recovery to help
ensure employee safety and continued environmental compliance on the Year 2000
rollover date. The Company is taking action to prepare for the implementation of
our contingency plans such as securing generators or otherwise providing for
alternative sources of power and the establishment of command centers for
communication and coordination on the Year 2000 rollover date.

In the event LTV and material third parties such as critical suppliers and/or
customers fail to become Year 2000 compliant, a most reasonably likely worst
case scenario could result in a system failure or miscalculation causing
disruptions of operations, including, among other things, production
difficulties, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities which could result in a material
adverse effect on the Company's business and results of operations.

LTV expects to spend approximately $63 million for its Year 2000 readiness
efforts, with $8 million designated for remediation of manufacturing and
operations systems and $55 million allocated for Business Systems. These
expenses include replacing some outdated, noncompliant hardware and noncompliant
software as well as identifying and remediating known Year 2000 problems. The
Company expensed $14 million in the first nine months of 1999, $35 million and
$8 million of these costs in the years 1998 and 1997, respectively. The funds
expensed for Year 2000 are outside of the normal information technology budget.
Because the readiness program is not yet fully implemented and is subject to
certain risks and uncertainties, including the readiness efforts of material
third parties, there can be no assurance that LTV will not incur material costs
beyond the anticipated costs described above.

The cost of the Year 2000 project and the dates by which the Company believes it
will be Year 2000 ready are based on its current best estimates, which were
derived based on numerous assumptions of future events, including the timely
remediation of the existing benefit, payroll and related systems, the continued
availability of certain resources, third party modification plans and other
factors. There can be no guarantee; however, that these estimates will be
achieved; and actual results could differ materially from those anticipated.
Specific factors that might cause such differences include, but are not limited
to, the availability and cost of personnel trained in this area, the ability to
locate and correct all relevant computer codes and imbedded computer technology
in a timely manner and the ability of the Company's suppliers and customers to
become Year 2000 compliant in a timely manner.

                                      I-21

<PAGE>   23

OTHER MATTERS

On September 2, 1999, United Steelworkers of America ("USWA") represented LTV
employees ratified a five-year labor agreement with LTV covering approximately
9,500 active employees. LTV believes this agreement is competitive with other
USWA integrated steel labor agreements. It provides for, among other things an
aggregate of $2.00 in hourly wage increases, substantial pension improvements,
increased sickness and accident benefits and a revised "neutrality" provision
making it easier for the USWA to organize employees at LTV's non-union plants in
any steel-related operation. This five-year labor agreement includes a "no
strike" clause and puts in place a mechanism for resolving a long-standing
dispute with the USWA relating to the Company's Trico Steel minimill.

As a result of the new labor agreement with the USWA, projected pension benefit
obligations as of January 1, 1999 would have increased by approximately $300
million assuming the discount rate utilized at January 1, 1999. Pension
expenses, on an annualized basis, would increase by approximately $65 million.
No significant funding requirements for the pension liability are anticipated
before the year 2002.


OUTLOOK

Although demand for the Integrated Steel segment's products remains strong and
efforts to increase prices to appropriate levels continue, the recent price
increases will not be sufficient to increase average selling prices to 1998
levels. In addition to the impact of lower selling prices, the Company will also
be affected by the reline of the C-6 blast furnace at the Cleveland Works, which
began in the third quarter and will extend into the fourth quarter.

The Metal Fabrication segment shows continued strong sales of metal buildings
systems and tubular products in a robust construction market, while some pipe
products are being negatively affected by reduced demand in the energy market
and by imports. The Metal Fabrication segment results will continue to reflect
the start-up operating losses from its new Marion, Ohio tubing facility in the
fourth quarter of 1999. Results of Welded Tube and Copperweld and the related
interest expense on the new debt will be reflected in the fourth quarter since
the date of acquisition.

The Corporate and Other segment will be affected by the startup losses of CAL
until sustainable production levels are achieved. Trico Steel has experienced
substantial equipment problems, including but not limited to transformer outages
that have prevented it from reaching satisfactory levels of performance.
Although permanent transformer replacements were completed in the third quarter
of 1999, it is not certain that this will result in Trico Steel becoming
profitable. In addition, interest income will be reduced as compared to prior
periods due to lower cash balances.

This report includes forward-looking statements. Our use of the words "outlook,"
"anticipate," "believes," "estimate," "expect" and similar words is intended to
identify these statements as forward-looking. These statements represent our
current judgment on what the future holds. While the Company believes them to be
reasonable, a number of important factors could cause actual results to

                                      I-22

<PAGE>   24

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-23

<PAGE>   25

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

     In September 1999, LTV filed an action in the U.S. Bankruptcy Court for the
Southern District of New York seeking a declaratory judgment that the claims
that the City of Buffalo has asserted against LTV Steel in connection with the
proposed clean up of certain property sold in 1992 by LTV Steel and Hanna
Furnace Corporation, a joint venture partner, to the Buffalo Renewal Authority,
an agency of the City of Buffalo, have been discharged or otherwise dealt with
by LTV's Chapter 11 reorganization. Also, LTV and Hanna Furnace have filed an
action in the U.S. District Court for the Western District of New York claiming
unspecified damages and seeking injunctive relief in connection with the City
of Buffalo's placement of more than 100,000 cubic yards of contaminated soil on
property owned by LTV Steel and property owned jointly by LTV Steel and Hanna
Furnace.

     In July 1999, the U.S. EPA issued two violations to Copperweld Corporation
concerning air emissions at its Shelby, Ohio facility. Copperweld received a
"Finding of Violation" alleging that it (i) failed to conduct a timely initial
performance test with respect to air emissions from its chrome plating operation
and (ii) failed to notify the EPA of such test. Copperweld also received a NOV
from the U.S. EPA alleging that emissions from the Shelby facility's rotary
hearth furnace exceeded permit limits. The purchase agreement governing LTV's
acquisition of Copperweld provides for full indemnification by the seller
for these NOVs.

     Since August 1, 1999, more than 775 asbestosis Ohio workers' compensation
claims have been filed with LTV Steel, the majority of which were filed on
behalf of retired employees who worked at facilities that were closed in the
early 1980s. All of the asbestosis workers' compensation claims were filed by
the same Cleveland law firm.

     In September 1999, the Patent Office Board of Appeals affirmed the findings
of the U.S. Patent Office in the Inland Steel Company patent litigation against
LTV Steel described in LTV's Report on 10-K for the year ended December 31,
1998. (The U.S. Patent Office had found Inland's patents to be invalid.)

     In October 1999, the partial settlement with the U.S. EPA in the
environmental proceeding involving the Cleveland Works and the Warren coke plant
described in LTV's 10-K Report was entered with the U.S. District Court for the
Northern District of Ohio. In accordance with the terms of the settlement, LTV
Steel paid a civil penalty of $85,000 and all the counts in the complaint
relating to the Warren coke plant were dismissed.


                                      II-1
<PAGE>   26



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.

     LTV has selected April 28, 2000 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 2000 Annual Meeting, are required to provide notice and the required
information to the Company no earlier than January 29, 2000 and no later than
February 28, 2000.

REQUIRED APPROVAL FOR CERTAIN PURCHASES OF
COMMON STOCK

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

     LTV's Board of Directors was required by Article Ninth of LTV's Restated
Certificate of Incorporation to consider during 1996 whether to waive the
transfer restrictions in Article

                                      II-2
<PAGE>   27

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)

     (3)-(3) - LTV's Restated By-Laws adopted on September 1, 1998 (incorporated
               herein by reference to Exhibit (3)-(3) to LTV's Report on Form
               10-Q for the quarter ended September 30, 1998)

                                      II-3

<PAGE>   28



     (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) - 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)-(5) - 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)-(6) - 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)-(7) - L-S Exchange Right and Security Agreement dated as of June 28,
                1993 by and among LTV/EGL Holding Company, Sumikin EGL Corp.,
                LTV, SMI America Inc., and Sumitomo Metal USA Corporation
                (incorporated herein by reference to Exhibit 7 to SMI America,
                Inc.'s 13D Filing)

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


                                      II-4
<PAGE>   29



      (10)-(9) - 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)-(10) - 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)-(11) - 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)-(12) - 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)-(13) - Assignment and Transfer Agreement, dated as of October 12,
                 1994, by and between LTV Master Receivables Trust and LTV Sales
                 Finance Company (incorporated herein by reference to Exhibit
                 (10)-(26) to LTV's Report on Form 10-Q for the quarter ended
                 September 30, 1994)

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


                                      II-5
<PAGE>   30



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

     (10)-(16) - 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)-(17) - 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 for the 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)-(18) - 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)-(19) - 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)-(20) - Settlement Agreement and Stipulated Order on behalf of the
                 State of Indiana on behalf of the Indiana Department of
                 Environmental Management approved by the Court on May 24, 1993
                 (incorporated herein by reference to Exhibit 10.40 to LTV's
                 Report on Form 10-Q for the quarter ended June 30, 1993)

     (10)-(21) - 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)


                                      II-6
<PAGE>   31



     (10)-(22) - 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)-(23) - 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)-(24) - 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)-(25) - 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)-(26) - 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)-(27) - 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)-(28) - 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)-(29) - 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])

                                      II-7
<PAGE>   32

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

     (10)-(31) - 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)-(32) - 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)-(33) - 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)-(34) - 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-K for the quarter ended September 30,
                 1994)

     (10)-(35) - 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)-(36) - 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)-(37) - 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])

                                      II-8
<PAGE>   33

     (10)-(38) - 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)-(39) - The LTV Corporation Amended and Restated Non-Employee
                 Directors' Equity Compensation Plan adopted on November 22,
                 1996 (incorporated herein by reference to Exhibit (10)-(58) to
                 LTV's Report on Form 10-K for the year ended December 31, 1996)

     (10)-(40) - 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)-(41) - 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)-(42) - Indenture between LTV and The Chase Manhattan Bank, as Trustee,
                 (incorporated by reference to Exhibit 4.1 to LTV's Registration
                 Statement on Form S-4 [Registration No. 333-40425])

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

     (10)-(44) - Note Purchase and Letter of Credit Agreement dated as of
                 February 26, 1998 among LTV Steel Company, Inc., various
                 financial institutions (as defined therein), Chase Securities,
                 Inc., as placement agent, The Chase Manhattan Bank, as
                 administrative agent and The Chase Manhattan Bank, as
                 collateral agent (incorporated by reference to Exhibit
                 (10)-(52) to LTV's Report on Form 10-Q for the quarter ended
                 June 30, 1998)

                                      II-9

<PAGE>   34



     (10)-(45) - Guaranty made as of February 26, 1998 by LTV Steel Products,
                 LLC given in connection with the Note Purchase and Letter of
                 Credit Agreement dated as of February 26, 1998 among LTV Steel
                 Company, Inc., various financial institutions (as defined
                 therein), Chase Securities, Inc., as placement agent, The Chase
                 Manhattan Bank, as administrative agent and The Chase Manhattan
                 Bank, as collateral agent (incorporated by reference to Exhibit
                 (10)-(53) to LTV's Report on Form 10-Q for the quarter ended
                 June 30, 1998)

     (10)-(46) - Contribution and Sale Agreement dated as of February 26, 1998
                 among LTV Steel Products, LLC, as purchaser, LTV Steel Company,
                 Inc., as servicer, and LTV Steel Company, Inc. and Georgia
                 Tubing Corporation, as initial sellers (incorporated by
                 reference to Exhibit (10)-(54) to LTV's Report on Form 10-Q for
                 the quarter ended June 30, 1998)

     (10)-(47) - Inventory Processing and Servicing Agreement dated as of
                 February 26, 1998 by and among LTV Steel Products, LLC, LTV
                 Steel Company, Inc., as processor and servicer, and The Chase
                 Manhattan Bank, as collateral agent (incorporated by reference
                 to Exhibit (10)-(55) to LTV's Report on Form 10-Q for the
                 quarter ended June 30, 1998)

     (10)-(48) - Trust Agreement dated as of February 26, 1998 among LTV Steel
                 Products, LLC, as issuer, and The Chase Manhattan Bank as
                 collateral agent (incorporated by reference to Exhibit
                 (10)-(56) to LTV's Report on Form 10-Q for the quarter ended
                 June 30, 1998)

     (10)-(49) - Amendment No. 2 dated as of March 1, 1998 to the Receivables
                 Purchase and Sale Agreement dated as of October 12, 1994 among
                 LTV, LTV Steel Company, Inc., Continental Emsco Company, LTV
                 Steel Tubular Products Company, Georgia Tubing Corporation and
                 LTV Sales Finance Company and Amendment No. 1 to Revolving
                 Credit Agreement dated as of October 12, 1994 among LTV Sales
                 Finance Company, the financial institutions parties thereto as
                 banks, the issuing banks, the facility agent and collateral
                 agent, both dated as of March 1, 1998 (incorporated by
                 reference to Exhibit (10)-(57) to LTV's Report on Form 10-Q for
                 the quarter ended June 30, 1998)


                                     II-10
<PAGE>   35



     (10)-(50) - Agreement dated as of December 2, 1998 between LTV, the PBGC,
                 the Initial LTV Group (as defined in the Agreement) and LTV, as
                 Administrator of the Restored Plans (incorporated by reference
                 to Exhibit (10)-(50) to LTV's Report on Form 10-K for the year
                 ended December 31, 1998)

     (10)-(51) - Employment, Retirement and Non-Competition Agreement dated as
                 of December 28, 1998 between LTV and David H. Hoag
                 (incorporated by reference to Exhibit (10)-(51) to LTV's Report
                 on Form 10-K for the year ended December 31, 1998)

     (10)-(52) - Indenture dated as of November 5, 1999 among LTV, certain
                 guarantors named therein, and U.S. Bank Trust, N.A., as Trustee
                 (filed herewith)

     (10)-(53) - Certificate of Designations for Series A Convertible Preferred
                 Stock (filed herewith)

     (10)-(54) - Credit Agreement dated as of November 10, 1999 among LTV, the
                 lenders named therein, Morgan Stanley Senior Funding, Inc.,
                 syndication agent and Credit Suisse First Boston, as
                 Administrative Agent, together with certain exhibits thereto
                 (Security Agreement, Guarantee Agreement and Indemnity,
                 Subrogation and Contribution Agreement) (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.

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<PAGE>   36

                                   SIGNATURES

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

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

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

Date: November 12, 1999
-----------------------


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