TABLE OF CONTENTS




|                                      |                                                                                               |  |  |  |  |  |  | 
|------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION        
|                                      | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                      | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
|Part II                              
|                                      | Item 1. Legal Proceedings                                                                    
|                                      | Item 5. Other Information                                                                    
|                                      | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                           
|Exhibit 11 -- Financials             
|Exhibit 27 -- Financial Data Schedule



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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

|    |  |                                                                                                                                          
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

OR

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

Commission File No. 1-4368

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

|                                                                           |  |                                             
|-------------------------------------------------------------------------- |  | --------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization)    |  | 75-1070950
(IRS Employer
Identification No.)
|                                                                          
|                                                                          
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|                                                                          
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|200 Public Square
Cleveland, Ohio
(Address of principal executive offices) |  | 44114-2308
(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.

99,802,765 shares of common stock
(as of October 31, 2000)





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##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS

THE LTV CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share data)
(Unaudited)

|                                  |                                        |       |       |                    |       |                   |      |       |       |      |       |       |       |   |       |       |       | 
|--------------------------------- | -------------------------------------- | ----- | ----- | ------------------ | ----- | ----------------- | ---- | ----- | ----- | ---- | ----- | ----- | ----- | - | ----- | ----- | ----- | 
|                                  |                                        |       |       | Three Months Ended |       | Nine Months Ended
|                                  |                                        |       |       | September 30,      |       | September 30,    
|                                  |                                        |       |       |                    |       |                  
|                                  |                                        |       |       | 2000               |       | 1999              |      | 2000  |       | 1999
|                                  |                                        |       |       |                    |       |                   |      |       |       |     
|Sales                             |                                        | $     | 1,169 |                    |       | $                 | 983  |       |       | $    | 3,773 |       |       | $ | 2,985 |      
|                                 
|                                 
|                                 
|                                 
|Costs and expenses:              
|                                 
|                                 
|                                 
|                                 
|                                  | Cost of products sold                  |       |       | 1,075              |       |                   |      | 918   |       |      |       | 3,401 |       |   |       | 2,722 |      
|                                 
|                                 
|                                 
|                                 
|                                  | Depreciation and amortization          |       |       | 81                 |       |                   |      | 66    |       |      |       | 245   |       |   |       | 197   |      
|                                 
|                                 
|                                 
|                                 
|                                  | Selling, general and administrative    |       |       | 61                 |       |                   |      | 46    |       |      |       | 177   |       |   |       | 137   |      
|                                 
|                                 
|                                 
|                                 
|                                  | Results of affiliates operations      |       |       | 9                  |       |                   |      | 6     |       |      |       | 9     |       |   |       | 28    |      
|                                 
|                                 
|                                 
|                                 
|                                  | Loss on write down of equity affiliate |       |       |                   |       |                   |      |      |       |      |       | 84    |       |   |       |      |      
|                                 
|                                 
|                                 
|                                 
|                                  | Net interest expense                   |       |       | 24                 |       |                   |      | 5     |       |      |       | 73    |       |   |       | 10    |      
|                                 
|                                 
|                                 
|                                 
|                                  | Other (income) expense                 |       |       | (4                 | )     |                   |      | (2    | )     |      |       | (64   | )     |   |       | (9    | )    
|                                 
|                                 
|                                 
|                                 
|                                  | Special charges                        |       |       |                   |       |                   |      |      |       |      |       | 207   |       |   |       | 39    |      
|                                  |                                        |       |       |                    |       |                   |      |       |       |      |       |       |       |   |       |      
|                                  |                                        | Total |       |                    | 1,246 |                   |      |       | 1,039 |      |       |       | 4,132 |   |       |       | 3,124 | 
|                                  |                                        |       |       |                    |       |                   |      |       |       |      |       |       |       |   |       |      
|Income (loss) before income taxes |                                        |       | (77   | )                  |       |                   | (56  | )     |       |      | (359  | )     |       |   | (139  | )    
|                                 
|                                 
|                                 
|                                 
|Income tax provision              |                                        |       | 3     |                    |       |                   | 2    |       |       |      | 9     |       |       |   | 6     |      
|                                  |                                        |       |       |                    |       |                   |      |       |       |      |       |       |       |   |       |      
|Net income (loss)                 |                                        | $     | (80   | )                  |       | $                 | (58  | )     |       | $    | (368  | )     |       | $ | (145  | )    
|                                  |                                        |       |       |                    |       |                   |      |       |       |      |       |       |       |   |       |      
|Earnings (loss) per share:       
|                                 
|                                 
|                                 
|                                 
|                                  | Basic and diluted                      |       | $     | (0.82              | )     |                   | $    | (0.58 | )     |      | $     | (3.75 | )     |   | $     | (1.46 | )    
|                                  |                                        |       |       |                    |       |                   |      |       |       |      |       |       |       |   |       |      
|Cash dividends per common share   |                                        | $     | 0.03  |                    |       | $                 | 0.03 |       |       | $    | 0.09  |       |       | $ | 0.09  |      
|                                  |                                        |       |       |                    |       |                   |      |       |       |      |       |       |       |   |       |      



---

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

1



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##### Table of Contents



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

|                                                                |                                                         |                                                                   |                                     |        |               |       |              |        |     |       | 
|--------------------------------------------------------------- | ------------------------------------------------------- | ----------------------------------------------------------------- | ----------------------------------- | ------ | ------------- | ----- | ------------ | ------ | --- | ----- | 
|                                                                |                                                         |                                                                   |                                     |        | September 30, |       | December 31,
|ASSETS                                                          |                                                         | 2000                                                              |                                     | 1999  
|                                                                |                                                         |                                                                   |                                     |        |               |       |             
|Current Assets                                                  |                                                         | (unaudited)                                                      
|                                                                | Cash and cash equivalents                               |                                                                   | $                                   | 45     |               |       | $            | 72     |    
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Receivables, less allowance for doubtful accounts       |                                                                   |                                     | 584    |               |       |              | 538    |    
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Inventories:                                           
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                         | Products                                                          |                                     |        | 725           |       |              |        | 728 |      
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                         | Materials, purchased parts and supplies                           |                                     |        | 282           |       |              |        | 248 |      
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|                                                                |                                                         |                                                                   | Total inventories                   |        |               | 1,007 |              |        |     | 976   | 
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|                                                                | Prepaid expenses, deposits and other                    |                                                                   |                                     | 43     |               |       |              | 43     |    
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|                                                                |                                                         |                                                                   | Total current assets                |        |               | 1,679 |              |        |     | 1,629 | 
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|Investments and advances to affiliates                          |                                                         |                                                                   | 257                                 |        |               |       | 358          |       
|                                                               
|                                                               
|                                                               
|                                                               
|Goodwill and other intangibles, net of accumulated amortization |                                                         |                                                                   | 344                                 |        |               |       | 313          |       
|                                                               
|                                                               
|                                                               
|                                                               
|Other noncurrent assets                                         |                                                         |                                                                   | 114                                 |        |               |       | 147          |       
|                                                               
|                                                               
|                                                               
|                                                               
|Property, plant and equipment                                   |                                                         |                                                                   | 4,788                               |        |               |       | 4,870        |       
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Allowance for depreciation                              |                                                                   |                                     | (1,372 | )             |       |              | (1,238 | )  
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|                                                                |                                                         |                                                                   | Total property, plant and equipment |        |               | 3,416 |              |        |     | 3,632 | 
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|                                                                |                                                         | $                                                                 | 5,810                               |        |               | $     | 6,079        |       
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|LIABILITIES AND SHAREHOLDERS EQUITY                           
|                                                               
|                                                               
|                                                               
|                                                               
|Current Liabilities                                            
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Accounts payable                                        |                                                                   | $                                   | 402    |               |       | $            | 416    |    
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Accrued employee compensation benefits                  |                                                                   |                                     | 324    |               |       |              | 305    |    
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Other accrued liabilities                               |                                                                   |                                     | 229    |               |       |              | 225    |    
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Current maturities of debt                              |                                                                   |                                     | 27     |               |       |              | 29     |    
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|                                                                |                                                         |                                                                   | Total current liabilities           |        |               | 982   |              |        |     | 975   | 
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|Noncurrent liabilities                                         
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Long-term debt                                          |                                                                   |                                     | 1,157  |               |       |              | 1,093  |    
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Postemployment health care and other insurance benefits |                                                                   |                                     | 1,515  |               |       |              | 1,546  |    
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Pension benefits                                        |                                                                   |                                     | 621    |               |       |              | 563    |    
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Other                                                   |                                                                   |                                     | 455    |               |       |              | 435    |    
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|                                                                |                                                         |                                                                   | 3,748                               |        |               |       | 3,637        |       
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|Shareholders equity                                           
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Preferred stock                                         |                                                                   |                                     |        |               |       |              |        |    
|                                                                |                                                         | Series A Cumulative convertible (aggregate liquidation value $80) |                                     |        | 2             |       |              |        | 2   |      
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                |                                                         | Series B Convertible (aggregate liquidation value $50)            |                                     |        | 1             |       |              |        | 1   |      
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Common stock (par value $0.50 per share)                |                                                                   |                                     | 53     |               |       |              | 53     |    
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Additional paid-in-capital                              |                                                                   |                                     | 1,101  |               |       |              | 1,103  |    
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Retained earnings (deficit)                             |                                                                   |                                     | (6     | )             |       |              | 375    |    
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Treasury stock (5 million shares at cost)               |                                                                   |                                     | (65    | )             |       |              | (66    | )  
|                                                               
|                                                               
|                                                               
|                                                               
|                                                                | Other comprehensive loss and other                      |                                                                   |                                     | (6     | )             |       |              | (1     | )  
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|                                                                |                                                         |                                                                   | Total shareholders equity          |        |               | 1,080 |              |        |     | 1,467 | 
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       
|                                                                |                                                         | $                                                                 | 5,810                               |        |               | $     | 6,079        |       
|                                                                |                                                         |                                                                   |                                     |        |               |       |              |       



---

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

2



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##### Table of Contents



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

|                                                            |                                                                                                |                                                             |                                                     |        |                   |      |      |      |      |     |  
|----------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | --------------------------------------------------- | ------ | ----------------- | ---- | ---- | ---- | ---- | --- | -
|                                                            |                                                                                                |                                                             |                                                     |        | Nine Months Ended
|                                                            |                                                                                                |                                                             |                                                     |        | September 30,    
|                                                            |                                                                                                |                                                             |                                                     |        |                  
|                                                            |                                                                                                |                                                             |                                                     |        | 2000              |      | 1999
|                                                            |                                                                                                |                                                             |                                                     |        |                   |      |     
|Operating activities                                       
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Net income (loss)                                                                              |                                                             | $                                                   | (368   | )                 |      | $    | (145 | )   
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Adjustments to reconcile income (loss) to net cash
(used in) provided by operating activities:
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                | Gain on sale of business                                    |                                                     |        | (26               | )    |      |      |     |    
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                | Special charges and writedown of equity affiliate           |                                                     |        | 291               |      |      |      | 39   |    
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                | Noncash losses of affiliates                                |                                                     |        | 9                 |      |      |      | 28   |    
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                | Depreciation and amortization                               |                                                     |        | 245               |      |      |      | 197  |    
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                | Pension funding less (more) than related expense            |                                                     |        | 17                |      |      |      | 1    |    
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                | Postemployment benefit payments (more) than related expense |                                                     |        | (22               | )    |      |      | (18  | )  
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                | VEBA funding                                                |                                                     |        | (10               | )    |      |      | (10  | )  
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                | Changes in assets, liabilities and other                    |                                                     |        | (56               | )    |      |      | (108 | )  
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                |                                                             |                                                     |        |                   |      |      |     
|                                                            |                                                                                                |                                                             | Net cash provided by (used in) operating activities |        |                   | 80   |      |      |      | (16 | )
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                |                                                             |                                                     |        |                   |      |      |     
|Investing activities                                       
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Capital expenditures                                                                           |                                                             |                                                     | (188   | )                 |      |      | (156 | )   
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Investments in steel-related businesses                                                        |                                                             |                                                     | (23    | )                 |      |      | (91  | )   
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Proceeds from sale of business                                                                 |                                                             |                                                     | 31     |                   |      |      |     |     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Net sales of marketable securities                                                             |                                                             |                                                     |       |                   |      |      | 210  |     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Proceeds from sale/leaseback and other                                                         |                                                             |                                                     | 27     |                   |      |      | 31   |     
|                                                            |                                                                                                |                                                             |                                                     |        |                   |      |      |     
|                                                            |                                                                                                |                                                             | Net cash used in investing activities               |        |                   | (153 | )    |      |      | (6  | )
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                |                                                             |                                                     |        |                   |      |      |     
|Financing activities                                       
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Net borrowings (repayments)                                                                    |                                                             |                                                     | 61     |                   |      |      | 100  |     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Dividends paid and other                                                                       |                                                             |                                                     | (15    | )                 |      |      | (12  | )   
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                |                                                             |                                                     |        |                   |      |      |     
|                                                            |                                                                                                |                                                             | Net cash provided by (used in) financing activities |        |                   | 46   |      |      |      | 88  |  
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                |                                                             |                                                     |        |                   |      |      |     
|Net increase (decrease) in cash and cash equivalents        |                                                                                                |                                                             | (27                                                 | )      |                   |      | 66   |     
|                                                           
|                                                           
|                                                           
|                                                           
|Cash and cash equivalents at beginning of period            |                                                                                                |                                                             | 72                                                  |        |                   |      | 101  |     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                |                                                             |                                                     |        |                   |      |      |     
|Cash and cash equivalents at end of period                  |                                                                                                | $                                                           | 45                                                  |        |                   | $    | 167  |     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            |                                                                                                |                                                             |                                                     |        |                   |      |      |     
|Supplemental cash flow information is presented as follows:
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Interest payments                                                                              |                                                             | $                                                   | 78     |                   |      | $    | 27   |     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Income tax payments                                                                            |                                                             |                                                     | 11     |                   |      |      | 2    |     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Capitalized interest                                                                           |                                                             |                                                     | 11     |                   |      |      | 12   |     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Borrowings under credit facilities                                                             |                                                             |                                                     | 3,544  |                   |      |      | 100  |     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Paydowns on borrowing under credit facilities                                                  |                                                             |                                                     | (3,483 | )                 |      |      |     |     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Purchases of marketable securities                                                             |                                                             |                                                     |       |                   |      |      | 134  |     
|                                                           
|                                                           
|                                                           
|                                                           
|                                                            | Sales and maturities of marketable securities                                                  |                                                             |                                                     |       |                   |      |      | 344  |     



---

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

3



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##### Table of Contents



THE LTV CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000

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 accounting principles generally
accepted in the United States for complete financial statements. All
adjustments that are, in the opinion of management, necessary for a fair
presentation have been made and are of a recurring nature unless otherwise
disclosed herein. Certain prior period amounts have been reclassified to
conform to the current period presentation. The results of operations for the
interim periods are not necessarily indicative of results of operations for a
full year. For further information, refer to the consolidated financial
statements and the notes thereto for the year ended December 31, 1999 included
in the 1999 Annual Report on Form 10-K filed with the Securities and Exchange
Commission.

NOTE(2)  Total comprehensive loss for the three months and nine months ended
September 30, 2000 totaled $82 million and $373 million, respectively. Total
comprehensive loss for the three months and nine months ended September 30,
1999 totaled $57 million and $147 million, respectively. Other comprehensive
loss included in the balance sheet amounted to $5 million at September 30,
2000, with no material change since December 31, 1999. The other comprehensive
loss included in the balance sheet at September 30, 1999 was $12 million, with
no significant changes since December 31, 1998.

NOTE(3)  During the third quarter of 2000, the Company changed its method of
valuing inventory from the last-in, first-out (LIFO) method to the average cost
method. The use of the LIFO method has not had a significant effect on annual
operating results as compared to the average cost method. The Company expects
the current environment of low inflation to continue for the foreseeable
future. The Company believes the new method is preferable because it will
improve the reporting of interim results by eliminating the need to estimate
whether liquidations that occur in interim periods will be replaced by
year-end. As permitted by generally accepted accounting principles, the
accounting change has been applied retroactively. Retained earnings at January
1, 1999 have been reduced by $18 million. The effect of the difference between
the LIFO method and the average cost method on previously reported results for
1999 and 2000 is insignificant. Accordingly, reported results have not been
restated.

NOTE(4)  The Financial Accounting Standards Board (FASB) issued Statement
No. 133 Accounting for Derivative Instruments and Hedging Activities, which
requires all derivatives to be recognized as either assets or liabilities in
the balance sheet and be measured at fair value. Changes in the fair value of
derivatives will be recognized in net income unless specific hedge accounting
criteria are met. Subsequently, in June 1999, the FASB issued Statement No.
137 Accounting for Derivative Instruments and Hedging Activities  Deferral of
the Effective Date of FASB Statement No. 133, which deferred the effective
date of FASB Statement No. 133 to fiscal years beginning after June 15, 2000.
In June 2000, FASB issued Statement No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities  an amendment of FASB Statement No.
133, which amended certain accounting and reporting standards that were
causing implementation difficulties for numerous entities

4



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##### Table of Contents



in applying Statement
No. 133. LTV intends to adopt these statements in 2001, and adoption is not
expected to have a material impact on the Companys financial statements.

NOTE(5)  On November 10, 1999, LTV acquired Copperweld Corporation and
Copperweld Canada Inc. (Copperweld) and on October 1, 1999, acquired Welded
Tube Co. of America (Welded Tube). Both transactions (the Acquisitions)
were accounted for under the purchase method of accounting; and, accordingly,
the results of operations of the acquired companies are included in the
consolidated financial statements from the respective dates of acquisition.
Assets acquired and liabilities assumed have been recorded at their estimated
fair values.

The following unaudited pro forma financial information for the Company gives
effect to the Acquisitions as if they had occurred at the beginning of 1999.
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 either at the beginning of the year or
that may result in the future (dollars in millions, except per share amounts).

|                                 |  |                    |       |  
|-------------------------------- |  | ------------------ | ----- | -
|                                 |  | Nine months ended 
|                                 |  | September 30, 1999
|                                 |  |                   
|Net sales                        |  | $                  | 3,609 |  
|                                
|                                
|                                
|                                
|Net loss                         |  | $                  | (181  | )
|                                
|                                
|                                
|                                
|Basic and diluted loss per share |  | $                  | (1.88 | )

NOTE(6)  The Company has a 50% interest in an unconsolidated joint venture,
Trico Steel Company, L.L.C. (Trico Steel) which is accounted for under the
equity method. Included in LTVs consolidated results are pretax losses of $11
million and $5 million for the three months ended September 30, 2000 and 1999,
respectively, and pretax losses of $8 million and $25 million for the nine
months ended September 30, 2000 and 1999, respectively, representing the
Companys share of Trico Steel operating results. The following is a summary
of the financial information related to Trico Steel (in millions):

5



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|                       |                                |                      |   |                    |     |                   |   |      |     |      |   |     |     |   |   |     |     |  
|---------------------- | ------------------------------ | -------------------- | - | ------------------ | --- | ----------------- | - | ---- | --- | ---- | - | --- | --- | - | - | --- | --- | -
|                       |                                |                      |   | Three Months Ended |     | Nine Months Ended
|                       |                                |                      |   | September 30,      |     | September 30,    
|                       |                                |                      |   |                    |     |                  
|                       |                                |                      |   | 2000               |     | 1999              |   | 2000 |     | 1999
|                       |                                |                      |   |                    |     |                   |   |      |     |     
|Results of operations:
|                      
|                      
|                      
|                      
|                       | Net sales                      |                      | $ | 74                 |     |                   | $ | 86   |     |      | $ | 313 |     |   | $ | 203 |    
|                      
|                      
|                      
|                      
|                       | Costs and expenses             |                      |   | 88                 |     |                   |   | 91   |     |      |   | 309 |     |   |   | 239 |    
|                      
|                      
|                      
|                      
|                       | Net interest and other expense |                      |   | 7                  |     |                   |   | 5    |     |      |   | 19  |     |   |   | 15  |    
|                       |                                |                      |   |                    |     |                   |   |      |     |      |   |     |     |   |   |    
|                       |                                | Pretax income (loss) |   | $                  | (21 | )                 |   | $    | (10 | )    |   | $   | (15 | ) |   | $   | (51 | )
|                       |                                |                      |   |                    |     |                   |   |      |     |      |   |     |     |   |   |    

|                       |                 |                    |      |                   |  |   |      |     | 
|---------------------- | --------------- | ------------------ | ---- | ----------------- |  | - | ---- | --- | 
|Financial Position at: |                 | September 30, 2000 |      | December 31, 1999
|                       |                 |                    |      |                   | 
|Current assets         |                 | $                  | 98   |                   |  | $ | 97   |    
|                      
|                      
|                      
|                      
|Noncurrent assets      |                 |                    | 508  |                   |  |   | 520  |    
|                      
|                      
|                      
|                      
|Current liabilities    |                 |                    | (61  | )                 |  |   | (60  | )  
|                      
|                      
|                      
|                      
|Noncurrent liabilities |                 |                    | (350 | )                 |  |   | (347 | )  
|                       |                 |                    |      |                   |  |   |      |    
|                       | Members equity |                    | $    | 195               |  |   | $    | 210 | 
|                       |                 |                    |      |                   |  |   |      |    

NOTE(7)  In the second quarter, LTV announced its intention to close
permanently the operation of LTV Steel Mining Company, a producer of taconite
(iron ore) pellets. Stripping operations were suspended May 28, 2000 and other
operations are expected to continue until mid 2001. Upon closure, pellets will
be obtained from alternate North American sources, primarily through long-term
contracts. Cleveland-Cliffs Inc has an option to purchase the mine and
expressed an interest in examining alternative uses for the mine. The $205
million special charge could increase by approximately $75 million to $85
million for environmental and other closure matters should Cleveland-Cliffs Inc
not purchase the mine. Approximately one-half of the special charge is a
non-cash asset write-down with the balance to be paid over a period of
approximately 10 years. Anticipated savings from purchasing pellets compared
to continued operation are expected to total approximately $60 million
annually.

In the second quarter, an additional special charge of $2 million was recorded
for the closure of a Cleveland tubing facility.

In the second quarter, LTV determined that its investment in Cliffs and
Associates Limited (CAL) was no longer a strategic asset and would require
significant additional investment with no certainty that acceptable financial
returns would be realized. As a result, LTV has advised the other CAL partners
of its intent to provide no further funding. In August 2000, LTV entered into
a letter of intent to sell its interest in the joint venture to the other CAL
partners for $2 million. Additionally, if the CAL operation proves successful,
LTV could receive future payments beginning in 2001 through 2020. The CAL investment, which contributed over $7
million to LTVs losses for the first nine months, has been written down by $84
million to its fair value.

NOTE(8)  LTV operates in three reportable segments: Integrated Steel, Metal
Fabrication and Corporate and Other. Integrated Steel manufactures and sells a
diversified line of carbon flat rolled steel products consisting of hot rolled
and cold rolled sheet, galvanized and tin mill products. Sales are made
primarily to the domestic transportation, appliance, container, electrical
equipment and converter markets. The product lines of the Metal Fabrication
segment include pipe, conduit, mechanical and structural tubular products for
use in transportation, agriculture, oil and gas, and construction industries;

6



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##### Table of Contents



bimetallic wire for the telecommunications and utilities industries;
manufactured pre-engineered, low-rise steel buildings systems for
manufacturing, warehousing and commercial applications. Corporate and Other
consists of steel-related joint ventures, primarily Trico Steel and CAL, which
are accounted for using the equity method, and corporate investments and
related income and expenses.

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

|                                                              |  |            |       |             |  |           |       |       |  |       |      |             |  |         |       |           |  |   |       |   |  |   |     |  |  |   |     |   |  |   |       |  
|------------------------------------------------------------- |  | ---------- | ----- | ----------- |  | --------- | ----- | ----- |  | ----- | ---- | ----------- |  | ------- | ----- | --------- |  | - | ----- | - |  | - | --- |  |  | - | --- | - |  | - | ----- | -
|For the three months ended September 30:                      |  | 2000       |       | 1999       
|                                                              |  |            |       |            
|                                                              |  | Integrated |       | Metal       |  | Corporate |       |       |  |       |      | Integrated  |  | Metal   |       | Corporate
|                                                              |  | Steel      |       | Fabrication |  | & Other   |       | Total |  | Steel |      | Fabrication |  | & Other |       | Total    
|                                                              |  |            |       |             |  |           |       |       |  |       |      |             |  |         |       |          
|Trade sales                                                   |  | $          | 753   |             |  | $         | 416   |       |  | $     |     |             |  | $       | 1,169 |           |  | $ | 803   |   |  | $ | 180 |  |  | $ |    |   |  | $ | 983   |  
|                                                             
|                                                             
|                                                             
|                                                             
|Intersegment sales                                            |  |            | 36    |             |  |           |      |       |  |       |     |             |  |         | 36    |           |  |   | 20    |   |  |   |    |  |  |   |    |   |  |   | 20    |  
|                                                             
|                                                             
|                                                             
|                                                             
|Segment income (loss) before income taxes                     |  |            | (53   | )           |  |           | 12    |       |  |       | (36  | )           |  |         | (77   | )         |  |   | (57   | ) |  |   | 14  |  |  |   | (13 | ) |  |   | (56   | )
|                                                             
|For the nine months ended September 30:                       |  | 2000       |       | 1999       
|                                                              |  |            |       |            
|                                                              |  | Integrated |       | Metal       |  | Corporate |       |       |  |       |      | Integrated  |  | Metal   |       | Corporate
|                                                              |  | Steel      |       | Fabrication |  | & Other   |       | Total |  | Steel |      | Fabrication |  | & Other |       | Total    
|                                                              |  |            |       |             |  |           |       |       |  |       |      |             |  |         |       |          
|Trade sales                                                   |  | $          | 2,490 |             |  | $         | 1,283 |       |  | $     |     |             |  | $       | 3,773 |           |  | $ | 2,490 |   |  | $ | 495 |  |  | $ |    |   |  | $ | 2,985 |  
|                                                             
|                                                             
|                                                             
|                                                             
|Intersegment sales                                            |  |            | 105   |             |  |           |      |       |  |       |     |             |  |         | 105   |           |  |   | 64    |   |  |   |    |  |  |   |    |   |  |   | 64    |  
|                                                             
|                                                             
|                                                             
|                                                             
|Segment income (loss) before special
charges and income taxes |  |            | (40   | )           |  |           | 61    |       |  |       | (173 | )           |  |         | (152  | )         |  |   | (94   | ) |  |   | 35  |  |  |   | (41 | ) |  |   | (100  | )
|                                                             
|                                                             
|                                                             
|                                                             
|Special charges                                               |  |            | (205  | )           |  |           | (2    | )     |  |       |     |             |  |         | (207  | )         |  |   | (39   | ) |  |   |    |  |  |   |    |   |  |   | (39   | )

NOTE(9)  All of LTVs existing subsidiaries, including Copperweld and Welded
Tube, and future domestic wholly owned subsidiaries of LTV (other than certain
unrestricted subsidiaries and special purpose subsidiaries established for
working capital facilities) fully and unconditionally, jointly and severally
guarantee LTVs obligation to pay principal, premium, if any, and interest with
respect to the 11.75% Senior Notes due October 2009, the 8.2% Senior Notes due
September 2007 and the Secured Facility.

The following supplemental condensed consolidating financial statements of The
LTV Corporation present (in millions): balance sheets as of September 30, 2000
and December 31, 1999; statements of operations for the three months and nine
months ended September 30, 2000 and 1999, and statements of cash flows for the
nine months ended September 30, 2000 and 1999. The LTV Corporation (the Parent),
the Guarantors and Non-Guarantor Subsidiaries investments in subsidiaries are
accounted for using the equity method. Necessary elimination entries have been
made to consolidate the Parent and all of its subsidiaries.

7



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##### Table of Contents



Condensed Consolidating Balance Sheet
(in millions):

|                                                        |                      |                                            |       |                    |       |           |       |              |       |              |      |               |     |   |        |   |        |   |       |       |       | 
|------------------------------------------------------- | -------------------- | ------------------------------------------ | ----- | ------------------ | ----- | --------- | ----- | ------------ | ----- | ------------ | ---- | ------------- | --- | - | ------ | - | ------ | - | ----- | ----- | ----- | 
|                                                        |                      |                                            |       | September 30, 2000
|                                                        |                      |                                            |       |                   
|                                                        |                      |                                            |       |                    |       |           |       |              |       |              |      | Non-Guarantor
|                                                        |                      |                                            |       | Parent             |       | Guarantor |       | Subsidiaries |       | Eliminations |      | Consolidated 
|                                                        |                      |                                            |       |                    |       |           |       |              |       |              |      |              
|Cash, cash equivalents and marketable securities        |                      | $                                          | 19    |                    |       | $         | 7     |              |       | $            | 19   |               |     | $ |       |   |        | $ | 45    |      
|                                                       
|                                                       
|                                                       
|                                                       
|Receivables                                             |                      |                                            |      |                    |       |           | 90    |              |       |              | 494  |               |     |   |       |   |        |   | 584   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Inventories                                             |                      |                                            |      |                    |       |           | 145   |              |       |              | 862  |               |     |   |       |   |        |   | 1,007 |      
|                                                       
|                                                       
|                                                       
|                                                       
|Other current assets                                    |                      |                                            | 1     |                    |       |           | 42    |              |       |              |     |               |     |   |       |   |        |   | 43    |      
|                                                        |                      |                                            |       |                    |       |           |       |              |       |              |      |               |     |   |        |   |        |   |       |      
|                                                        | Total current assets |                                            |       | 20                 |       |           |       | 284          |       |              |      | 1,375         |     |   |        |  |        |   |       | 1,679 |      
|                                                       
|                                                       
|                                                       
|                                                       
|Intercompany, net                                       |                      |                                            | 141   |                    |       |           | 699   |              |       |              | (840 | )             |     |   |       |   |        |   |      |      
|                                                       
|                                                       
|                                                       
|                                                       
|Goodwill and other intangibles                          |                      |                                            |      |                    |       |           | 339   |              |       |              | 5    |               |     |   |       |   |        |   | 344   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Investments and other noncurrent assets                 |                      |                                            | 970   |                    |       |           | 442   |              |       |              | 10   |               |     |   | (1,051 | ) |        |   | 371   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Property, plant and equipment, net                      |                      |                                            |      |                    |       |           | 3,314 |              |       |              | 102  |               |     |   |       |   |        |   | 3,416 |      
|                                                        |                      |                                            |       |                    |       |           |       |              |       |              |      |               |     |   |        |   |        |   |       |      
|                                                        |                      | Total assets                               |       | $                  | 1,131 |           |       | $            | 5,078 |              |      | $             | 652 |   |        | $ | (1,051 | ) |       | $     | 5,810 | 
|                                                        |                      |                                            |       |                    |       |           |       |              |       |              |      |               |     |   |        |   |        |   |       |      
|Total current liabilities                               |                      | $                                          | 36    |                    |       | $         | 880   |              |       | $            | 66   |               |     | $ |       |   |        | $ | 982   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Long-term debt                                          |                      |                                            |      |                    |       |           | 767   |              |       |              | 390  |               |     |   |       |   |        |   | 1,157 |      
|                                                       
|                                                       
|                                                       
|                                                       
|Postemployment health care and other insurance benefits |                      |                                            |      |                    |       |           | 1,504 |              |       |              | 11   |               |     |   |       |   |        |   | 1,515 |      
|                                                       
|                                                       
|                                                       
|                                                       
|Pension benefits                                        |                      |                                            |      |                    |       |           | 618   |              |       |              | 3    |               |     |   |       |   |        |   | 621   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Other                                                   |                      |                                            | 15    |                    |       |           | 417   |              |       |              | 23   |               |     |   |       |   |        |   | 455   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Shareholders equity                                    |                      |                                            | 1,080 |                    |       |           | 892   |              |       |              | 159  |               |     |   | (1,051 | ) |        |   | 1,080 |      
|                                                        |                      |                                            |       |                    |       |           |       |              |       |              |      |               |     |   |        |   |        |   |       |      
|                                                        |                      | Total liabilities and shareholders equity |       | $                  | 1,131 |           |       | $            | 5,078 |              |      | $             | 652 |   |        | $ | (1,051 | ) |       | $     | 5,810 | 
|                                                        |                      |                                            |       |                    |       |           |       |              |       |              |      |               |     |   |        |   |        |   |       |      

|                                                        |                      |                                            |       |                   |       |           |       |              |       |              |      |               |     |   |        |   |        |   |       |       |       | 
|------------------------------------------------------- | -------------------- | ------------------------------------------ | ----- | ----------------- | ----- | --------- | ----- | ------------ | ----- | ------------ | ---- | ------------- | --- | - | ------ | - | ------ | - | ----- | ----- | ----- | 
|                                                        |                      |                                            |       | December 31, 1999
|                                                        |                      |                                            |       |                  
|                                                        |                      |                                            |       |                   |       |           |       |              |       |              |      | Non-Guarantor
|                                                        |                      |                                            |       | Parent            |       | Guarantor |       | Subsidiaries |       | Eliminations |      | Consolidated 
|                                                        |                      |                                            |       |                   |       |           |       |              |       |              |      |              
|Cash, cash equivalents and marketable securities        |                      | $                                          | 9     |                   |       | $         | 40    |              |       | $            | 23   |               |     | $ |       |   |        | $ | 72    |      
|                                                       
|                                                       
|                                                       
|                                                       
|Receivables                                             |                      |                                            |      |                   |       |           | 122   |              |       |              | 416  |               |     |   |       |   |        |   | 538   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Inventories                                             |                      |                                            |      |                   |       |           | 117   |              |       |              | 859  |               |     |   |       |   |        |   | 976   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Other current assets                                    |                      |                                            | 1     |                   |       |           | 42    |              |       |              |     |               |     |   |       |   |        |   | 43    |      
|                                                        |                      |                                            |       |                   |       |           |       |              |       |              |      |               |     |   |        |   |        |   |       |      
|                                                        | Total current assets |                                            |       | 10                |       |           |       | 321          |       |              |      | 1,298         |     |   |        |  |        |   |       | 1,629 |      
|                                                       
|                                                       
|                                                       
|                                                       
|Intercompany, net                                       |                      |                                            | 205   |                   |       |           | 650   |              |       |              | (855 | )             |     |   |       |   |        |   |      |      
|                                                       
|                                                       
|                                                       
|                                                       
|Goodwill and other intangibles                          |                      |                                            |      |                   |       |           | 310   |              |       |              | 3    |               |     |   |       |   |        |   | 313   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Investments and other noncurrent assets                 |                      |                                            | 1,251 |                   |       |           | 488   |              |       |              | 20   |               |     |   | (1,254 | ) |        |   | 505   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Property, plant and equipment, net                      |                      |                                            |      |                   |       |           | 3,522 |              |       |              | 110  |               |     |   |       |   |        |   | 3,632 |      
|                                                        |                      |                                            |       |                   |       |           |       |              |       |              |      |               |     |   |        |   |        |   |       |      
|                                                        |                      | Total assets                               |       | $                 | 1,466 |           |       | $            | 5,291 |              |      | $             | 576 |   |        | $ | (1,254 | ) |       | $     | 6,079 | 
|                                                        |                      |                                            |       |                   |       |           |       |              |       |              |      |               |     |   |        |   |        |   |       |      
|Total current liabilities                               |                      | $                                          | 41    |                   |       | $         | 852   |              |       | $            | 82   |               |     | $ |       |   |        | $ | 975   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Long-term debt                                          |                      |                                            |      |                   |       |           | 798   |              |       |              | 295  |               |     |   |       |   |        |   | 1,093 |      
|                                                       
|                                                       
|                                                       
|                                                       
|Postemployment health care and other insurance benefits |                      |                                            |      |                   |       |           | 1,524 |              |       |              | 22   |               |     |   |       |   |        |   | 1,546 |      
|                                                       
|                                                       
|                                                       
|                                                       
|Pension benefits                                        |                      |                                            |      |                   |       |           | 560   |              |       |              | 3    |               |     |   |       |   |        |   | 563   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Other                                                   |                      |                                            | (64   | )                 |       |           | 466   |              |       |              | 33   |               |     |   |       |   |        |   | 435   |      
|                                                       
|                                                       
|                                                       
|                                                       
|Shareholders equity                                    |                      |                                            | 1,489 |                   |       |           | 1,091 |              |       |              | 141  |               |     |   | (1,254 | ) |        |   | 1,467 |      
|                                                        |                      |                                            |       |                   |       |           |       |              |       |              |      |               |     |   |        |   |        |   |       |      
|                                                        |                      | Total liabilities and shareholders equity |       | $                 | 1,466 |           |       | $            | 5,291 |              |      | $             | 576 |   |        | $ | (1,254 | ) |       | $     | 6,079 | 
|                                                        |                      |                                            |       |                   |       |           |       |              |       |              |      |               |     |   |        |   |        |   |       |      

8



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##### Table of Contents



Condensed Consolidating Statement of Operations
(in millions):

|                                  |                                         |                   |     |                                       |     |           |       |              |       |              |     |               |     |   |      |      |      |   |       |       |       |  
|--------------------------------- | --------------------------------------- | ----------------- | --- | ------------------------------------- | --- | --------- | ----- | ------------ | ----- | ------------ | --- | ------------- | --- | - | ---- | ---- | ---- | - | ----- | ----- | ----- | -
|                                  |                                         |                   |     | Three Months Ended September 30, 2000
|                                  |                                         |                   |     |                                      
|                                  |                                         |                   |     |                                       |     |           |       |              |       |              |     | Non-Guarantor
|                                  |                                         |                   |     | Parent                                |     | Guarantor |       | Subsidiaries |       | Eliminations |     | Consolidated 
|                                  |                                         |                   |     |                                       |     |           |       |              |       |              |     |              
|Net sales                         |                                         | $                 |    |                                       |     | $         | 1,093 |              |       | $            | 923 |               |     | $ | (847 | )    |      | $ | 1,169 |      
|                                 
|                                 
|                                 
|                                 
|Costs and expenses:              
|                                 
|                                 
|                                 
|                                 
|                                  | Cost of products sold                   |                   |     |                                      |     |           |       | 982          |       |              |     | 940           |     |   |      | (847 | )    |   |       | 1,075 |      
|                                 
|                                 
|                                 
|                                 
|                                  | Depreciation and amortization           |                   |     |                                      |     |           |       | 76           |       |              |     | 5             |     |   |      |     |      |   |       | 81    |      
|                                 
|                                 
|                                 
|                                 
|                                  | Selling, general and administrative     |                   |     | 4                                     |     |           |       | 53           |       |              |     | 4             |     |   |      |     |      |   |       | 61    |      
|                                 
|                                 
|                                 
|                                 
|                                  | Results of affiliates operations       |                   |     | 88                                    |     |           |       | 64           |       |              |     |              |     |   |      | (143 | )    |   |       | 9     |      
|                                 
|                                 
|                                 
|                                 
|                                  | Net interest and other (income) expense |                   |     | (16                                   | )   |           |       | 8            |       |              |     | 28            |     |   |      |     |      |   |       | 20    |      
|                                  |                                         |                   |     |                                       |     |           |       |              |       |              |     |               |     |   |      |      |      |   |       |      
|                                  |                                         | Total             |     |                                       | 76  |           |       |              | 1,183 |              |     |               | 977 |   |      |      | (990 | ) |       |       | 1,246 |  
|                                  |                                         |                   |     |                                       |     |           |       |              |       |              |     |               |     |   |      |      |      |   |       |      
|Income (loss) before income taxes |                                         |                   | (76 | )                                     |     |           | (90   | )            |       |              | (54 | )             |     |   | 143  |      |      |   | (77   | )    
|                                 
|                                 
|                                 
|                                 
|Income tax provision              |                                         |                   | (4  | )                                     |     |           |      |              |       |              | 1   |               |     |   |     |      |      |   | (3    | )    
|                                  |                                         |                   |     |                                       |     |           |       |              |       |              |     |               |     |   |      |      |      |   |       |      
|                                  |                                         | Net income (loss) |     | $                                     | (80 | )         |       | $            | (90   | )            |     | $             | (53 | ) |      | $    | 143  |   |       | $     | (80   | )
|                                  |                                         |                   |     |                                       |     |           |       |              |       |              |     |               |     |   |      |      |      |   |       |      

|                                  |                                         |                   |     |                                       |     |           |     |              |       |              |     |               |     |   |      |      |        |   |     |     |       |  
|--------------------------------- | --------------------------------------- | ----------------- | --- | ------------------------------------- | --- | --------- | --- | ------------ | ----- | ------------ | --- | ------------- | --- | - | ---- | ---- | ------ | - | --- | --- | ----- | -
|                                  |                                         |                   |     | Three Months Ended September 30, 1999
|                                  |                                         |                   |     |                                      
|                                  |                                         |                   |     |                                       |     |           |     |              |       |              |     | Non-Guarantor
|                                  |                                         |                   |     | Parent                                |     | Guarantor |     | Subsidiaries |       | Eliminations |     | Consolidated 
|                                  |                                         |                   |     |                                       |     |           |     |              |       |              |     |              
|Net sales                         |                                         | $                 |    |                                       |     | $         | 974 |              |       | $            | 894 |               |     | $ | (885 | )    |        | $ | 983 |    
|                                 
|                                 
|                                 
|                                 
|Costs and expenses:              
|                                 
|                                 
|                                 
|                                 
|                                  | Cost of products sold                   |                   |     |                                      |     |           |     | 878          |       |              |     | 925           |     |   |      | (885 | )      |   |     | 918 |      
|                                 
|                                 
|                                 
|                                 
|                                  | Depreciation and amortization           |                   |     |                                      |     |           |     | 66           |       |              |     |              |     |   |      |     |        |   |     | 66  |      
|                                 
|                                 
|                                 
|                                 
|                                  | Selling, general and administrative     |                   |     | 2                                     |     |           |     | 44           |       |              |     |              |     |   |      |     |        |   |     | 46  |      
|                                 
|                                 
|                                 
|                                 
|                                  | Results of affiliates operations       |                   |     | 71                                    |     |           |     | 57           |       |              |     |              |     |   |      | (122 | )      |   |     | 6   |      
|                                 
|                                 
|                                 
|                                 
|                                  | Net interest and other (income) expense |                   |     | (17                                   | )   |           |     | 2            |       |              |     | 18            |     |   |      |     |        |   |     | 3   |      
|                                  |                                         |                   |     |                                       |     |           |     |              |       |              |     |               |     |   |      |      |        |   |     |    
|                                  |                                         | Total             |     |                                       | 56  |           |     |              | 1,047 |              |     |               | 943 |   |      |      | (1,007 | ) |     |     | 1,039 |  
|                                  |                                         |                   |     |                                       |     |           |     |              |       |              |     |               |     |   |      |      |        |   |     |    
|Income (loss) before income taxes |                                         |                   | (56 | )                                     |     |           | (73 | )            |       |              | (49 | )             |     |   | 122  |      |        |   | (56 | )  
|                                 
|                                 
|                                 
|                                 
|Income tax provision              |                                         |                   | (2  | )                                     |     |           |    |              |       |              |    |               |     |   |     |      |        |   | (2  | )  
|                                  |                                         |                   |     |                                       |     |           |     |              |       |              |     |               |     |   |      |      |        |   |     |    
|                                  |                                         | Net income (loss) |     | $                                     | (58 | )         |     | $            | (73   | )            |     | $             | (49 | ) |      | $    | 122    |   |     | $   | (58   | )
|                                  |                                         |                   |     |                                       |     |           |     |              |       |              |     |               |     |   |      |      |        |   |     |    

9



---



##### Table of Contents



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

|                                  |                                         |                   |      |                                      |      |           |       |              |       |              |       |               |       |   |        |        |        |   |       |       |       |  
|--------------------------------- | --------------------------------------- | ----------------- | ---- | ------------------------------------ | ---- | --------- | ----- | ------------ | ----- | ------------ | ----- | ------------- | ----- | - | ------ | ------ | ------ | - | ----- | ----- | ----- | -
|                                  |                                         |                   |      | Nine Months Ended September 30, 2000
|                                  |                                         |                   |      |                                     
|                                  |                                         |                   |      |                                      |      |           |       |              |       |              |       | Non-Guarantor
|                                  |                                         |                   |      | Parent                               |      | Guarantor |       | Subsidiaries |       | Eliminations |       | Consolidated 
|                                  |                                         |                   |      |                                      |      |           |       |              |       |              |       |              
|Net sales                         |                                         | $                 |     |                                      |      | $         | 3,495 |              |       | $            | 3,050 |               |       | $ | (2,772 | )      |        | $ | 3,773 |      
|                                 
|                                 
|                                 
|                                 
|Costs and expenses:              
|                                 
|                                 
|                                 
|                                 
|                                  | Cost of products sold                   |                   |      |                                     |      |           |       | 3,163        |       |              |       | 3,010         |       |   |        | (2,772 | )      |   |       | 3,401 |      
|                                 
|                                 
|                                 
|                                 
|                                  | Depreciation and amortization           |                   |      |                                     |      |           |       | 235          |       |              |       | 10            |       |   |        |       |        |   |       | 245   |      
|                                 
|                                 
|                                 
|                                 
|                                  | Selling, general and administrative     |                   |      | 8                                    |      |           |       | 158          |       |              |       | 11            |       |   |        |       |        |   |       | 177   |      
|                                 
|                                 
|                                 
|                                 
|                                  | Results of affiliates operations       |                   |      | 400                                  |      |           |       | 161          |       |              |       |              |       |   |        | (468   | )      |   |       | 93    |      
|                                 
|                                 
|                                 
|                                 
|                                  | Net interest and other (income) expense |                   |      | (46                                  | )    |           |       | (23          | )     |              |       | 78            |       |   |        |       |        |   |       | 9     |      
|                                 
|                                 
|                                 
|                                 
|                                  | Special charges                         |                   |      |                                     |      |           |       | 207          |       |              |       |              |       |   |        |       |        |   |       | 207   |      
|                                  |                                         |                   |      |                                      |      |           |       |              |       |              |       |               |       |   |        |        |        |   |       |      
|                                  |                                         | Total             |      |                                      | 362  |           |       |              | 3,901 |              |       |               | 3,109 |   |        |        | (3,240 | ) |       |       | 4,132 |  
|                                  |                                         |                   |      |                                      |      |           |       |              |       |              |       |               |       |   |        |        |        |   |       |      
|Income (loss) before income taxes |                                         |                   | (362 | )                                    |      |           | (406  | )            |       |              | (59   | )             |       |   | 468    |        |        |   | (359  | )    
|                                 
|                                 
|                                 
|                                 
|Income tax provision              |                                         |                   | (6   | )                                    |      |           |      |              |       |              | (3    | )             |       |   |       |        |        |   | (9    | )    
|                                  |                                         |                   |      |                                      |      |           |       |              |       |              |       |               |       |   |        |        |        |   |       |      
|                                  |                                         | Net income (loss) |      | $                                    | (368 | )         |       | $            | (406  | )            |       | $             | (62   | ) |        | $      | 468    |   |       | $     | (368  | )
|                                  |                                         |                   |      |                                      |      |           |       |              |       |              |       |               |       |   |        |        |        |   |       |      

|                           |                                         |                   |      |                                      |      |           |       |              |       |              |       |               |       |   |        |        |        |   |       |       |       |  
|-------------------------- | --------------------------------------- | ----------------- | ---- | ------------------------------------ | ---- | --------- | ----- | ------------ | ----- | ------------ | ----- | ------------- | ----- | - | ------ | ------ | ------ | - | ----- | ----- | ----- | -
|                           |                                         |                   |      | Nine Months Ended September 30, 1999
|                           |                                         |                   |      |                                     
|                           |                                         |                   |      |                                      |      |           |       |              |       |              |       | Non-Guarantor
|                           |                                         |                   |      | Parent                               |      | Guarantor |       | Subsidiaries |       | Eliminations |       | Consolidated 
|                           |                                         |                   |      |                                      |      |           |       |              |       |              |       |              
|Net sales                  |                                         | $                 |     |                                      |      | $         | 2,967 |              |       | $            | 2,753 |               |       | $ | (2,735 | )      |        | $ | 2,985 |      
|                          
|                          
|                          
|                          
|Costs and expenses:       
|                          
|                          
|                          
|                          
|                           | Cost of products sold                   |                   |      |                                     |      |           |       | 2,662        |       |              |       | 2,795         |       |   |        | (2,735 | )      |   |       | 2,722 |      
|                          
|                          
|                          
|                          
|                           | Depreciation and amortization           |                   |      |                                     |      |           |       | 197          |       |              |       |              |       |   |        |       |        |   |       | 197   |      
|                          
|                          
|                          
|                          
|                           | Selling, general and administrative     |                   |      | 8                                    |      |           |       | 129          |       |              |       |              |       |   |        |       |        |   |       | 137   |      
|                          
|                          
|                          
|                          
|                           | Results of affiliates operations       |                   |      | 151                                  |      |           |       | 127          |       |              |       |              |       |   |        | (250   | )      |   |       | 28    |      
|                          
|                          
|                          
|                          
|                           | Net interest and other (income) expense |                   |      | (20                                  | )    |           |       | (31          | )     |              |       | 52            |       |   |        |       |        |   |       | 1     |      
|                          
|                          
|                          
|                          
|                           | Special Charge                          |                   |      |                                     |      |           |       | 39           |       |              |       |              |       |   |        |       |        |   |       | 39    |      
|                          
|                          
|                          
|                          
|                           |                                         |                   |      |                                      |      |           |       |              |       |              |       |               |       |   |        |        |        |   |       |      
|                           |                                         | Total             |      |                                      | 139  |           |       |              | 3,123 |              |       |               | 2,847 |   |        |        | (2,985 | ) |       |       | 3,124 |  
|                           |                                         |                   |      |                                      |      |           |       |              |       |              |       |               |       |   |        |        |        |   |       |      
|Income before income taxes |                                         |                   | (139 | )                                    |      |           | (156  | )            |       |              | (94   | )             |       |   | 250    |        |        |   | (139  | )    
|                          
|                          
|                          
|                          
|Income tax provision       |                                         |                   | (6   | )                                    |      |           |      |              |       |              |      |               |       |   |       |        |        |   | (6    | )    
|                           |                                         |                   |      |                                      |      |           |       |              |       |              |       |               |       |   |        |        |        |   |       |      
|                           |                                         | Net income (loss) |      | $                                    | (145 | )         |       | $            | (156  | )            |       | $             | (94   | ) |        | $      | 250    |   |       | $     | (145  | )
|                           |                                         |                   |      |                                      |      |           |       |              |       |              |       |               |       |   |        |        |        |   |       |      

10



---



##### Table of Contents



Condensed Consolidating Cash Flows Statement (in millions):

|                                                     |                                         |                                                     |    |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |      |      |  
|---------------------------------------------------- | --------------------------------------- | --------------------------------------------------- | -- | ------------------------------------ | --- | --------- | --- | ------------ | ---- | ------------ | --- | ------------- | --- | - | - | - | - | - | --- | ---- | ---- | -
|                                                     |                                         |                                                     |    | Nine Months Ended September 30, 2000
|                                                     |                                         |                                                     |    |                                     
|                                                     |                                         |                                                     |    |                                      |     |           |     |              |      |              |     | Non-Guarantor
|                                                     |                                         |                                                     |    | Parent                               |     | Guarantor |     | Subsidiaries |      | Eliminations |     | Consolidated 
|                                                     |                                         |                                                     |    |                                      |     |           |     |              |      |              |     |              
|Net cash (used in) provided by operating activities  |                                         | $                                                   | 25 |                                      |     | $         | 123 |              |      | $            | (68 | )             |     | $ |  |   |   | $ | 80  |     
|                                                    
|                                                    
|                                                    
|                                                    
|Investing activities:                               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Capital expenditures                    |                                                     |    |                                     |     |           |     | (179         | )    |              |     | (9            | )   |   |   |  |   |   |     | (188 | )   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Investments in steel-related businesses |                                                     |    |                                     |     |           |     | (23          | )    |              |     |              |     |   |   |  |   |   |     | (23  | )   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from sale of business          |                                                     |    |                                     |     |           |     | 31           |      |              |     |              |     |   |   |  |   |   |     | 31   |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from sale/leaseback and other  |                                                     |    |                                     |     |           |     | 49           |      |              |     | (22           | )   |   |   |  |   |   |     | 27   |     
|                                                     |                                         |                                                     |    |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |     
|                                                     |                                         | Net cash provided by (used in) investing activities |    |                                      |    |           |     |              | (122 | )            |     |               | (31 | ) |   |   |  |   |     |      | (153 | )
|                                                     |                                         |                                                     |    |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |     
|Financing activities:                               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Net borrowings (repayments)             |                                                     |    |                                     |     |           |     | (34          | )    |              |     | 95            |     |   |   |  |   |   |     | 61   |     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Dividends paid and other                |                                                     |    | (15                                  | )   |           |     |             |      |              |     |              |     |   |   |  |   |   |     | (15  | )   
|                                                     |                                         |                                                     |    |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |     
|                                                     |                                         | Net cash (used in) provided by financing activities |    |                                      | (15 | )         |     |              | (34  | )            |     |               | 95  |   |   |   |  |   |     |      | 46   |  
|                                                     |                                         |                                                     |    |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |     
|Net increase (decrease) in cash and cash equivalents |                                         |                                                     | 10 |                                      |     |           | (33 | )            |      |              | (4  | )             |     |   |  |   |   |   | (27 | )   
|                                                    
|                                                    
|                                                    
|                                                    
|Cash and cash equivalents at beginning of year       |                                         |                                                     | 9  |                                      |     |           | 40  |              |      |              | 23  |               |     |   |  |   |   |   | 72  |     
|                                                     |                                         |                                                     |    |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |     
|Cash and cash equivalents at end of period           |                                         | $                                                   | 19 |                                      |     | $         | 7   |              |      | $            | 19  |               |     | $ |  |   |   | $ | 45  |     
|                                                     |                                         |                                                     |    |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |     

|                                                     |                                         |                                                     |      |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |      |    |  
|---------------------------------------------------- | --------------------------------------- | --------------------------------------------------- | ---- | ------------------------------------ | --- | --------- | --- | ------------ | ---- | ------------ | --- | ------------- | --- | - | - | - | - | - | --- | ---- | -- | -
|                                                     |                                         |                                                     |      | Nine Months Ended September 30, 1999
|                                                     |                                         |                                                     |      |                                     
|                                                     |                                         |                                                     |      |                                      |     |           |     |              |      |              |     | Non-Guarantor
|                                                     |                                         |                                                     |      | Parent                               |     | Guarantor |     | Subsidiaries |      | Eliminations |     | Consolidated 
|                                                     |                                         |                                                     |      |                                      |     |           |     |              |      |              |     |              
|Net cash (used in) provided by operating activities  |                                         | $                                                   | (130 | )                                    |     | $         | 124 |              |      | $            | (10 | )             |     | $ |  |   |   | $ | (16 | )   
|                                                    
|                                                    
|                                                    
|                                                    
|Investing activities:                               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Capital expenditures                    |                                                     |      |                                     |     |           |     | (153         | )    |              |     | (3            | )   |   |   |  |   |   |     | (156 | ) 
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Investments in steel-related businesses |                                                     |      |                                     |     |           |     | (91          | )    |              |     |              |     |   |   |  |   |   |     | (91  | ) 
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Net sales of marketable securities      |                                                     |      | 210                                  |     |           |     |             |      |              |     |              |     |   |   |  |   |   |     | 210  |   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Other                                   |                                                     |      |                                     |     |           |     | 50           |      |              |     | (19           | )   |   |   |  |   |   |     | 31   |   
|                                                     |                                         |                                                     |      |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |     
|                                                     |                                         | Net cash provided by (used in) investing activities |      |                                      | 210 |           |     |              | (194 | )            |     |               | (22 | ) |   |   |  |   |     |      | (6 | )
|                                                     |                                         |                                                     |      |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |     
|Financing activities:                               
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Borrowings                              |                                                     |      |                                     |     |           |     | 100          |      |              |     |              |     |   |   |  |   |   |     | 100  |   
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Dividends paid and other                |                                                     |      | (12                                  | )   |           |     |             |      |              |     |              |     |   |   |  |   |   |     | (12  | ) 
|                                                     |                                         |                                                     |      |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |     
|                                                     |                                         | Net cash (used in) provided by financing activities |      |                                      | (12 | )         |     |              | 100  |              |     |               |    |   |   |   |  |   |     |      | 88 |  
|                                                     |                                         |                                                     |      |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |     
|Net increase (decrease) in cash and cash equivalents |                                         |                                                     | 68   |                                      |     |           | 30  |              |      |              | (32 | )             |     |   |  |   |   |   | 66  |     
|                                                    
|                                                    
|                                                    
|                                                    
|Cash and cash equivalents at beginning of year       |                                         |                                                     | 66   |                                      |     |           | (22 | )            |      |              | 57  |               |     |   |  |   |   |   | 101 |     
|                                                     |                                         |                                                     |      |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |     
|Cash and cash equivalents at end of period           |                                         | $                                                   | 134  |                                      |     | $         | 8   |              |      | $            | 25  |               |     | $ |  |   |   | $ | 167 |     
|                                                     |                                         |                                                     |      |                                      |     |           |     |              |      |              |     |               |     |   |   |   |   |   |     |     

11



---



##### Table of Contents






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, 2000
and 1999 for each segment are listed below ($ in millions):

|               |                                         |                      |              |  |                                  |  |                   |     |                     |       |      |     |       |       |  |  |  |  |  |  |      |  |      |     |   |     |   |     |   |     |  |  |      |  |      |  |  |  |   |     |   |  |   |     |   |  |  |  |  |  | 
|-------------- | --------------------------------------- | -------------------- | ------------ |  | -------------------------------- |  | ----------------- | --- | ------------------- | ----- | ---- | --- | ----- | ----- |  |  |  |  |  |  | ---- |  | ---- | --- | - | --- | - | --- | - | --- |  |  | ---- |  | ---- |  |  |  | - | --- | - |  | - | --- | - |  |  |  |  |  | 
|               |                                         |                      |              |  | Three Months Ended September 30,
|               |                                         |                      |              |  |                                 
|               |                                         |                      |              |  | Integrated Steel                 |  | Metal Fabrication |     | Corporate and Other
|               |                                         |                      |              |  |                                  |  |                   |     |                    
|               |                                         |                      |              |  |                                  |  |                   |     | 2000                |       | 1999 |     |       |       |  |  |  |  |  |  | 2000 |  | 1999 |     |   |     |   |     |   |     |  |  | 2000 |  | 1999
|               |                                         |                      |              |  |                                  |  |                   |     |                     |       |      |     |       |       |  |  |  |  |  |  |      |  |      |     |   |     |   |     |   |     |  |  |      |  |     
|               | Sales   Trade                          |                      |              |  |                                  |  | $                 | 753 |                     |       | $    | 803 |       |       |  |  |  |  |  |  |      |  | $    | 416 |   |     | $ | 180 |   |     |  |  |      |  |      |  |  |  | $ |    |   |  | $ |    |  
|              
|              
|              
|              
|               |                                         | Intersegment         |              |  |                                  |  |                   |     | 36                  |       |      |     | 20    |       |  |  |  |  |  |  |      |  |      |     |  |     |   |     |  |     |  |  |      |  |      |  |  |  |   |     |  |  |   |     |  | 
|              
|              
|              
|              
|               | Cost of products sold                   |                      |              |  |                                  |  |                   | 749 |                     |       |      | 788 |       |       |  |  |  |  |  |  |      |  |      | 362 |   |     |   | 150 |   |     |  |  |      |  |      |  |  |  |   |    |   |  |   |    |  
|              
|              
|              
|              
|               | Selling, general and administrative     |                      |              |  |                                  |  |                   | 31  |                     |       |      | 30  |       |       |  |  |  |  |  |  |      |  |      | 27  |   |     |   | 13  |   |     |  |  |      |  |      |  |  |  |   | 3   |   |  |   | 3   |  
|              
|              
|              
|              
|               | Results of affiliates operations       |                      |              |  |                                  |  |                   |    |                     |       |      |    |       |       |  |  |  |  |  |  |      |  |      | (1  | ) |     |   | (1  | ) |     |  |  |      |  |      |  |  |  |   | 10  |   |  |   | 7   |  
|              
|              
|              
|              
|               | Net interest and other (income) expense |                      |              |  |                                  |  |                   | (3  | )                   |       |      |    |       |       |  |  |  |  |  |  |      |  |      |    |   |     |   |    |   |     |  |  |      |  |      |  |  |  |   | 23  |   |  |   | 3   |  
|              
|              
|              
|              
|               | Income (loss) before income taxes       |                      |              |  |                                  |  |                   | (53 | )                   |       |      | (57 | )     |       |  |  |  |  |  |  |      |  |      | 12  |   |     |   | 14  |   |     |  |  |      |  |      |  |  |  |   | (36 | ) |  |   | (13 | )
|              
|              
|              
|              
|               | Tons in thousands                       |                      |              |  |                                  |  |                   |     |                     |       |      |     |       |       |  |  |  |  |  |  |      |  |      |     |   |     |   |     |  
|               |                                         | Steel shipments      |              |  |                                  |  |                   |     |                     |       |      |     |       |       |  |  |  |  |  |  |      |  |      |     |   |     |   |     |   |    
|               |                                         |                      | Trade        |  |                                  |  |                   |     |                     | 1,688 |      |     |       | 1,771 |  |  |  |  |  |  |      |  |      |     |   | 448 |   |     |   | 178 | 
|              
|              
|              
|              
|               |                                         |                      | Intersegment |  |                                  |  |                   |     |                     | 111   |      |     |       | 62    |  |  |  |  |  |  |      |  |      |     |   |    |   |     |   |    | 
|              
|              
|              
|              
|               |                                         | Raw steel production |              |  |                                  |  |                   |     | 2,053               |       |      |     | 2,076 |       |  |  |  |  |  |  |      |  |      |     |  |     |   |     |  |    
|              
|              
|              
|              
|Operating rate |                                         |                      |              |  |                                  |  | 94                | %   |                     |       | 95   | %  

|               |                                         |                      |              |  |                                 |  |                   |       |                     |       |      |       |       |       |  |  |  |  |  |  |      |  |      |       |   |       |   |     |   |     |  |  |      |  |      |  |  |  |   |      |   |  |   |     |   |  | 
|-------------- | --------------------------------------- | -------------------- | ------------ |  | ------------------------------- |  | ----------------- | ----- | ------------------- | ----- | ---- | ----- | ----- | ----- |  |  |  |  |  |  | ---- |  | ---- | ----- | - | ----- | - | --- | - | --- |  |  | ---- |  | ---- |  |  |  | - | ---- | - |  | - | --- | - |  | 
|               |                                         |                      |              |  | Nine Months Ended September 30,
|               |                                         |                      |              |  |                                
|               |                                         |                      |              |  | Integrated Steel                |  | Metal Fabrication |       | Corporate and Other
|               |                                         |                      |              |  |                                 |  |                   |       |                    
|               |                                         |                      |              |  |                                 |  |                   |       | 2000                |       | 1999 |       |       |       |  |  |  |  |  |  | 2000 |  | 1999 |       |   |       |   |     |   |     |  |  | 2000 |  | 1999
|               |                                         |                      |              |  |                                 |  |                   |       |                     |       |      |       |       |       |  |  |  |  |  |  |      |  |      |       |   |       |   |     |   |     |  |  |      |  |     
|               | Sales   Trade                          |                      |              |  |                                 |  | $                 | 2,490 |                     |       | $    | 2,490 |       |       |  |  |  |  |  |  |      |  | $    | 1,283 |   |       | $ | 495 |   |     |  |  |      |  |      |  |  |  | $ |     |   |  | $ |    |  
|              
|              
|              
|              
|               |                                         | Intersegment         |              |  |                                 |  |                   |       | 105                 |       |      |       | 64    |       |  |  |  |  |  |  |      |  |      |       |  |       |   |     |  |     |  |  |      |  |      |  |  |  |   |      |  |  |   |     |  | 
|              
|              
|              
|              
|               | Cost of products sold                   |                      |              |  |                                 |  |                   | 2,401 |                     |       |      | 2,374 |       |       |  |  |  |  |  |  |      |  |      | 1,105 |   |       |   | 412 |   |     |  |  |      |  |      |  |  |  |   |     |   |  |   |    |  
|              
|              
|              
|              
|               | Selling, general and administrative     |                      |              |  |                                 |  |                   | 90    |                     |       |      | 88    |       |       |  |  |  |  |  |  |      |  |      | 79    |   |       |   | 40  |   |     |  |  |      |  |      |  |  |  |   | 8    |   |  |   | 9   |  
|              
|              
|              
|              
|               | Results of affiliates operations       |                      |              |  |                                 |  |                   |      |                     |       |      |      |       |       |  |  |  |  |  |  |      |  |      | (2    | ) |       |   | (2  | ) |     |  |  |      |  |      |  |  |  |   | 11   |   |  |   | 30  |  
|              
|              
|              
|              
|               | Loss on write down of equity affiliate  |                      |              |  |                                 |  |                   |      |                     |       |      |      |       |       |  |  |  |  |  |  |      |  |      |      |   |       |   |    |   |     |  |  |      |  |      |  |  |  |   | 84   |   |  |   |    |  
|              
|              
|              
|              
|               | Net interest and other (income) expense |                      |              |  |                                 |  |                   | (56   | )                   |       |      | (1    | )     |       |  |  |  |  |  |  |      |  |      | (5    | ) |       |   |    |   |     |  |  |      |  |      |  |  |  |   | 70   |   |  |   | 2   |  
|              
|              
|              
|              
|               | Special charges                         |                      |              |  |                                 |  |                   | 205   |                     |       |      | 39    |       |       |  |  |  |  |  |  |      |  |      | 2     |   |       |   |    |   |     |  |  |      |  |      |  |  |  |   |     |   |  |   |    |  
|              
|              
|              
|              
|               | Income (loss) before income taxes       |                      |              |  |                                 |  |                   | (245  | )                   |       |      | (133  | )     |       |  |  |  |  |  |  |      |  |      | 59    |   |       |   | 35  |   |     |  |  |      |  |      |  |  |  |   | (173 | ) |  |   | (41 | )
|              
|              
|              
|              
|               | Tons in thousands                       |                      |              |  |                                 |  |                   |       |                     |       |      |       |       |       |  |  |  |  |  |  |      |  |      |       |   |       |   |     |  
|               |                                         | Steel shipments      |              |  |                                 |  |                   |       |                     |       |      |       |       |       |  |  |  |  |  |  |      |  |      |       |   |       |   |     |   |    
|               |                                         |                      | Trade        |  |                                 |  |                   |       |                     | 5,415 |      |       |       | 5,400 |  |  |  |  |  |  |      |  |      |       |   | 1,441 |   |     |   | 502 | 
|              
|              
|              
|              
|               |                                         |                      | Intersegment |  |                                 |  |                   |       |                     | 302   |      |       |       | 217   |  |  |  |  |  |  |      |  |      |       |   |       |   |     |   |     | 
|               |                                         | Raw steel production |              |  |                                 |  |                   |       | 6,468               |       |      |       | 6,365 |      
|              
|              
|              
|              
|Operating rate |                                         |                      |              |  |                                 |  | 100               | %     |                     |       | 98   | %    

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##### Table of Contents



The following tables show Integrated Steel sales by product line and shipments
by market type.

|                                     |                                              |                   |   |       |       |      |   |       |       | 
|------------------------------------ | -------------------------------------------- | ----------------- | - | ----- | ----- | ---- | - | ----- | ----- | 
|Integrated Steel - Other Information
|                                     |                                              | Nine months ended
|                                     |                                              |                   |   |      
|                                     |                                              |                   |   | 2000  |       | 1999
|                                     |                                              |                   |   |       |       |     
|Integrated Steel Sales By Product   
|                                    
|                                    
|                                    
|                                    
|Revenue in millions:                
|                                    
|                                    
|                                    
|                                    
|                                     | Hot and cold flat rolled products            |                   | $ | 1,428 |       |      | $ | 1,308 |      
|                                    
|                                    
|                                    
|                                    
|                                     | Galvanized products                          |                   |   | 846   |       |      |   | 911   |      
|                                    
|                                    
|                                    
|                                    
|                                     | Tin mill products                            |                   |   | 250   |       |      |   | 262   |      
|                                    
|                                    
|                                    
|                                    
|                                     | Non-steel products                           |                   |   | 70    |       |      |   | 73    |      
|                                     |                                              |                   |   |       |       |      |   |       |      
|                                     |                                              | Total             |   | $     | 2,594 |      |   | $     | 2,554 | 
|                                     |                                              |                   |   |       |       |      |   |       |      
|Integrated Steel Shipments by Market
|                                    
|                                    
|                                    
|                                    
|Tons shipped in thousands:          
|                                    
|                                    
|                                    
|                                    
|                                     | Transportation                               |                   |   | 1,513 |       |      |   | 1,689 |      
|                                    
|                                    
|                                    
|                                    
|                                     | Steel service centers                        |                   |   | 1,399 |       |      |   | 1,249 |      
|                                    
|                                    
|                                    
|                                    
|                                     | Converters and processors                    |                   |   | 1,411 |       |      |   | 1,217 |      
|                                    
|                                    
|                                    
|                                    
|                                     | Electrical, agricultural and other machinery |                   |   | 287   |       |      |   | 434   |      
|                                    
|                                    
|                                    
|                                    
|                                     | Containers and packaging                     |                   |   | 321   |       |      |   | 316   |      
|                                    
|                                    
|                                    
|                                    
|                                     | Household appliances and office equipment    |                   |   | 308   |       |      |   | 322   |      
|                                    
|                                    
|                                    
|                                    
|                                     | Construction                                 |                   |   | 273   |       |      |   | 251   |      
|                                    
|                                    
|                                    
|                                    
|                                     | Export                                       |                   |   | 205   |       |      |   | 139   |      
|                                     |                                              |                   |   |       |       |      |   |       |      
|                                     |                                              | Total             |   |       | 5,717 |      |   |       | 5,617 | 
|                                     |                                              |                   |   |       |       |      |   |       |      

Integrated Steel

Sales in the third quarter 2000 decreased 4% due to lower shipments, selling prices
and changes in mix.  In the first nine months of 2000, sales increased 2% due
to 2% higher shipments with average steel selling prices about 1% higher than the prior year.

Cost of products sold in the current year quarter was impacted by the
recognition of an insurance recovery of $10 million for fire damages incurred
at the Companys Aliquippa tin mill related to a fire earlier this year. Higher
energy costs were partially offset by higher yields and lower steel production
costs. Cost of products sold in the nine months ended 2000 increased over the
prior year primarily due to higher energy costs and higher employee costs
resulting from the 1999 labor agreement partially offset by higher yields and
lower steel production costs.

Raw steel production at the Companys steelmaking facilities in the current
year quarter was about equal to the prior year quarter. The 2000 year to date
raw steel production rate was higher than the prior year primarily due to
reduced operating levels in the 1999 periods.

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

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##### Table of Contents



furnace relines. Steel production
may be supplemented with purchases of semifinished steel when demand for the
Companys products exceeds production capability.

Selling, general and administrative expenses in 2000 were approximately equal
to the 1999 expenses.

Included in other income and expense for the nine months ended September 30,
2000, are gains of $53 million from the demutualization of Metropolitan Life
Insurance Company and the sale of LTVs investment in Presque Isle Corporation,
a limestone quarry facility.

Metal Fabrication

Sales in 2000 increased primarily due to the inclusion of the acquisitions of
Welded Tube Co. of America and Copperweld Corporation and Copperweld Canada
Inc. (together the Acquisitions). Shipments increased by 270,000 tons in the
third quarter and 939,000 tons in the first nine months of 2000 over comparable
periods in the prior year. Higher average selling prices in the tubular
products markets were complemented by higher metal buildings sales of 11% in
the third quarter and 12% for the first nine months.

Cost of products sold as a percentage of sales and selling, general and
administrative expenses increased in 2000 as a result of the inclusion of the
Acquisitions in the 2000 periods.

Corporate and Other

Results of affiliates operations include steel-related joint ventures such as
Trico Steel and CAL. Trico Steel is a flat rolled minimill in which LTV has a
50% interest. Trico Steel had increased losses in the current year quarter
compared to the prior year quarter due to lower production and shipment levels,
partially offset by higher average selling prices. The improved operating
results for the nine months ended 2000 were due to the higher production and
shipment levels coupled with higher average selling prices compared to the
prior year period. LTVs share of Trico Steel results were losses of $11
million and $8 million in the three months and nine months ended September 30,
2000, respectively. This compares to losses of $5 million and $25 million for
the three months and nine months ended September 30, 1999 when Trico Steel had
experienced a transformer failure in early 1999.

In the second quarter, LTV determined that its investment in CAL was no longer
a strategic asset and would require significant additional investment with no
certainty that acceptable financial returns would be realized. As a result, LTV
has advised the other CAL partners of its intent to provide no further funding.
In August 2000, LTV entered into a letter of intent to sell its interest in
the joint venture to the other CAL partners for $2 million. Additionally, if
the CAL operation proves successful, LTV could receive future
payments beginning in 2001 through 2020. The CAL
investment, which contributed over $7 million to LTVs losses for the first
nine months, has been written down by $84 million to its fair value.

Interest expense is higher in 2000 due to the $715 million of increased
borrowings to finance the Acquisitions and lower interest income resulting from
lower levels of investments and lower capitalized interest expense.

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Income Taxes

The 2000 and 1999 cash taxes consist of state, foreign and federal taxes
including a less than 80% owned subsidiary, which was sold on June 30, 2000.
In 2000 and 1999 the Company recorded full valuation allowances to offset the
non-cash tax benefit arising from the losses. At this time, the Company has
concluded that the realization of deferred tax assets is not deemed to be more
likely than not and, consequently, established a valuation reserve for all of
its net deferred tax assets.

The Companys ability to reduce its future income tax payments through the use
of net operating loss carryforwards could be significantly limited on an annual
basis if the Company were to undergo an ownership change within the meaning
of Section 382 of the Internal Revenue Code of 1986. For the purpose of
preserving LTVs ability to utilize its net operating loss carryforwards,
Article Ninth of LTVs Restated Certificate of Incorporation prohibits, with
certain limited exceptions, any unapproved acquisition of LTVs 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, cash from
operations, long-term borrowings, amounts available under existing credit
facilities and other external sources of funds.

In 2000, total cash and cash equivalents decreased by $27 million to $45
million as of September 30, 2000. During 2000, cash provided by operating
activities amounted to $80 million. Major uses of cash during the first nine months
of 2000 included
$34 million of debt repayment, $188 million in capital expenditures and $23
million for investments in steel-related businesses. Reported cash flow
includes $38 million from a sale and leaseback of a tubing facility in
Portland, Oregon and $31 million from the sale of LTVs 53.5% interest in
Presque Isle Corporation.

The Company has credit facilities with banks, a Receivables Facility and an
Inventory Facility. In March 2000, the Company increased the Receivables
Facility by $25 million to $345 million and the Inventory Facility by $55
million to $305 million, providing LTV with up to $650 million of financing
resources at prevailing market rates. Substantially all of the Companys
receivables and primarily all of the Integrated Steel segments inventories are
pledged as collateral under these credit agreements. At September 30, 2000,
$415 million was borrowed against these facilities, $98 million of letters of
credit were outstanding and an additional $97 million was available. An
existing debt covenant limits availability under these facilities during the
fourth quarter to $65 million. The Company is in the final stages of
completing additional divestitures of non-core holdings. It is anticipated that
proceeds from divestitures and settlements will be approximately $70 million in
the fourth quarter.

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.

The Companys 8.2% Senior Notes due September 2007, the 11.75% Senior Notes due
October 2009 and the Secured Facility contain various covenants that require
the Company to maintain certain financial ratios and amounts, place
restrictions on payments of dividends, stock repurchases, capital expenditures,
investments in subsidiaries and borrowings. Under the terms of the most
restrictive covenant, $32 million of retained earnings was available for stock
dividend payments and stock

15



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##### Table of Contents



repurchases at September 30, 2000. The Company
does not believe that the restrictions contained in these covenants will cause
significant limitations on its financial flexibility.

Since the second quarter of 1996, the Company has paid quarterly common stock
dividends of $0.03 per share. In October 2000, the Company announced that the
Board of Directors voted to suspend future payments of the common stock
dividend and established a program to repurchase LTV common shares, 8.25%
Cumulative Convertible Preferred shares, Senior Notes and otherwise deleverage
the Company. LTV expects to repurchase the equivalent of approximately 10
million common shares in the open market from time to time.

COMPETITION AND PRICES

Integrated Steel

Domestic steel producers face significant competition from foreign producers
affecting both prices and volume. Based on preliminary AISI reports, imports
of steel products through September 2000 would be approximately 41 million
tons on an annualized basis. The import level in 2000 is approaching the 42
million tons imported in 1998 when, due primarily to the 1998 economic
difficulties faced by countries in Asia and Latin America, carbon flat rolled
steel products imports into the U. S. increased to record levels during the
fall of 1998. In 1998, import levels of flat rolled steel products were 25% of
domestic steel consumption. A significant percentage of these imports were
unfairly traded under U. S. trade laws resulting in a sharp decline in domestic
steel prices. The downward pressure on pricing continued in the first half of
1999 as customers reduced their high inventory levels accumulated during the
period of high imports. Trade action brought by U. S. steel producers resulted
in a reduction in import levels during early 1999, although carbon flat rolled
steel imports continued throughout 1999 at levels that were in excess of recent
years. As a result, imports were reduced to 36 million tons for the year 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.

LTV also competes with other domestic integrated producers, some of which have
greater resources than the Company, and with minimills, which in many cases
have lower costs than integrated steel mills. Minimills generally produce
steel from scrap in electric furnaces, have lower employment and environmental
costs and generally target regional markets. Thin slab casting technologies
have allowed some minimill producers to enter certain sectors of the flat
rolled market that have traditionally been supplied by integrated producers.
Industry experts estimate that current domestic raw steel production capacity
will be increased by 1% by the end of 2001 as newly constructed minimills
engage in start-up operations or expand operations.

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

Metal Fabrication

Tubular Products

16



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##### Table of Contents



The mechanical tubing business is highly fragmented with over 100 participants
geographically diversified across North America. Welded mechanical tube
competition is stratified with quality ranging from non-commodity products to
more commodity-like products, which compete primarily on price.

The structural tubing business is characterized by intense competition, limited
product differentiation, a fragmented supplier base, and the emergence of
low-cost capacity in certain regions. The primary factors that affect
competition are service and price. LTV Copperweld is the largest supplier to
this market in North America and is differentiated by its proprietary
Kleenkote process, large diameter product offerings, and broad
geographic network of production facilities.

The standard and line pipe markets are highly fragmented and heavily affected
by foreign competition.

Metal Buildings

Metal buildings are an alternative to conventional forms of non-residential
building construction, with competition primarily based on cost, construction
time, appearance, thermal efficiency and other customer requirements. VP
Buildings competes with numerous other metal buildings systems manufacturers as
well as conventional general contractors. The largest five such manufacturers
(including VP Buildings) account for approximately 60% of industry sales,
according to the Metal Building Manufacturers Association. Competition among
metal buildings systems companies is based primarily on price, service, product
design and performance, and marketing capabilities.

OTHER ITEMS

LTV recorded special charges of $207 million in the second quarter of 2000 for
the closure of the LTV Steel Mining Company, a Minnesota ore mining facility,
and a Cleveland tubing facility. The special charge for the LTV Steel Mining
Company of $205 million includes a facilities write-down of $108 million,
termination costs of $86 million for 1,400 hourly and salaried employees and
$11 million of other closure related costs. A special charge of $2 million was
also recorded for the closure of the Cleveland tubing facility. $109 million
was charged against these reserves in the first nine months of 2000 and there
is a balance remaining of $98 million at September 30, 2000. In the fourth
quarter of 1998, a reserve of $55 million was recorded for the shutdown of cold
roll finishing operations in the No. 2 finishing department at the Cleveland
Works, recognition of an asset impairment at an electrogalvanizing joint
venture, the shutdown of an electric-weld pipe line and a salaried workforce
reduction. During the first quarter 2000, $8 million was charged to this
reserve and there is no balance remaining at September 30, 2000. 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. The Company charged $8 million against
this reserve in 2000 with a balance remaining of $25 million at September 30,
2000.

On October 5, 2000, LTV entered into an agreement to sell its tin mill business
to the U. S. Steel group of USX Corporation. LTV expects to recognize a
non-cash special charge of approximately $180 million in the fourth quarter of
2000 related to this transaction.

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##### Table of Contents



ENVIRONMENTAL LIABILITIES AND OTHER CONTINGENCIES

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

The Company is the subject of various other threatened or pending legal
actions, contingencies and commitments in the normal course of conducting its
business. The Company provides for costs related to these matters when a loss
is probable and the amount is reasonably estimable. The effect of the outcome
of these matters on the Companys future results of operations and liquidity
cannot be predicted because any such effect depends on future results of
operations and the amount and timing of the resolution of such matters. While
it is not possible to predict with certainty, management believes that the
ultimate resolution of such matters will not have a material adverse effect on
the consolidated financial statements of the Company.

The Company is unable to make a meaningful estimate of the amount or range of
possible losses that could result from an unfavorable outcome in the following
environmental and litigation matters: approximately 1,350 asbestosis Ohio
worker compensation claims filed since August 1, 1999; a notice of violation
issued in 1995 by the Indiana Department of Environmental Management alleging
releases of contaminants onto and beneath the ground at the Indiana Harbor
Works; and dredging and disposal projects proposed in 1999 as part of a
proposed settlement involving a National Resource Damage Assessment of the
Grand Calumet River System.

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

The Company spent approximately $13 million and $15 million for environmental
cleanup and related demolition costs at operating and idled facilities for the
nine months ended September 30, 2000 and 1999, respectively. At September 30,
2000, the Company has a recorded liability of $112 million for

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known and
identifiable environmental and related demolition costs. As the Company
becomes aware of additional matters or obtains more information, it may be
required to record additional liabilities for environmental remediation,
investigation and clean up of contamination. The Company also spent
approximately $10 million and $11 million in the first nine months of 2000 and
1999, respectively, for environmental compliance-related capital expenditures
for environmental projects and expects it will be required to spend an average
of approximately $20 million annually in capital expenditures during the next
five years to meet environmental standards.

OUTLOOK

Although underlying demand for flat rolled steel continues to be strong in
North America, rising steel imports and high service center inventories are
impacting spot market volume and pricing. Imports on an annualized basis are
entering the market at a rate approaching that of the 1998 crisis. LTV is
working closely with the leadership of the United Steelworkers of America and
other domestic steel producers and suppliers to urge the Clinton Administration
and the U.S. Congress to take immediate action to stem the flood of unfairly
traded imported steel. LTV also will take legal action if appropriate to
secure the enforcement of U.S. trade laws against dumping and other illegal
trading practices. Efforts to improve LTVs Integrated Steel cost performance
in the fourth quarter of 2000 will center on increasing yields and
productivity, continuing to realize the initial benefits from the planned iron
ore mine shutdown; completing the sale of the tin mill products business and
executing additional plant cost reduction programs.

Continued progress in the Metal Fabrication segment is expected to provide
continued year-over-year favorable comparisons. Trico Steel, which is impacted
by the same pricing and supply environment as Integrated Steel, is implementing
aggressive cost reduction and operating improvement programs.

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 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 integrating recent acquisitions;
or timely completion of divestitures or shutdown of facilities. In this regard,
we also direct your attention to factors discussed above in the Managements
Discussion and Analysis.

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Part II




Item 1. Legal Proceedings

United States Trade Cases

Flat Rolled Steel Cases

On June 21, 1999, LTV Steel and other domestic integrated steel producers filed
cold rolled trade cases that are described in LTVs periodic reports previously
filed with the Securities and Exchange Commission. In January 2000, the
Department of Commerce (the DOC) made its final countervailing duty
determinations ranging from 7.41% to 10.6% with respect to Brazil and its final
determination of appropriate antidumping margins on cold rolled steel imports
ranging from 16.65% to 80.67% for Argentina, Brazil, Japan, Russia, South
Africa and Thailand. In March, April and May 2000, the DOC made its final
determination of appropriate antidumping margins ranging from 8.67% to 163.89%
for China, Indonesia, Slovakia, Taiwan, Turkey and Venezuela.

Despite the DOCs issuance of substantial final antidumping margins, in March,
April and June 2000, the International Trade Commission (ITC) made a final
determination that cold rolled steel imports from Argentina, Brazil, Japan,
Russia, South Africa, Thailand, Turkey, Venezuela, China, Indonesia, Slovakia
and Taiwan did not cause or threaten to cause material injury to domestic
producers. The domestic producers have filed an appeal of the ITCs negative
injury determination with respect to those countries.

In September 2000, the ITC conducted sunset review hearings of orders that
were over five years old related to cold rolled and corrosion-resistant steel products.
In the sunset review process, the ITC must determine whether injury is likely
to continue or recur if the orders are revoked.

On November 2, 2000, the ITC voted to continue the existing antidumping and countervailing duty
orders on corrosion-resistant steel products from Australia, Canada, France,
Germany, Japan and Korea. The final five-year antidumping
margins against these countries range from 10.02% to 36.41% and the countervailing duty rates range
from 0.55% to 15.13%. On the same date, the ITC voted to revoke the existing orders on cold-rolled steel
products from Germany, Korea, Netherlands and Sweden.

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

Environmental Proceedings

City of Buffalo. In May 2000, the U. S. Environmental Protection Agency
(EPA) began conducting a sampling program, pursuant to its authority under
the Comprehensive Environmental Response, Compensation and Liability Act, in
the neighborhood across the street from the LTV/Hanna Furnace Corporation
property in Buffalo, New York (the Hickory Woods subdivision), as described
in LTVs Quarterly Report on Form 10-Q for the period ended June 30, 2000. The
sampling program encompasses approximately five city blocks and includes
properties sold by LTV and Hanna Furnace Corporation in 1992 to the Buffalo
Urban Renewal Authority (BURA) and upon which BURA provided for the
construction of new homes. Separately, as described in LTVs Quarterly Report
on Form 10-Q for the period ended June 30, 2000, LTV, Hanna Furnace Corporation
and BURA signed an

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agreement with the EPA, effective June 2, 2000, which
requires LTV and Hannah Furnace Corporation and BURA to remediate contaminated
soil in five vacant lots in the Hickory Woods subdivision. These five vacant
lots were included in the properties sold to BURA in 1992. LTVs share of the
remediation cost is approximately $300,000. The remediation of the five lots
has been delayed at the governments request pending release of the EPAs
sampling data for the Hickory Woods subdivision. The sampling has been
completed but the EPA has not released any analytical data resulting from the
sampling.




Item 5. Other Information

Change in Directors and Officers

On November 9, 2000, Peter Kelly resigned as chairman, president
and chief executive officer of The LTV Corporation and the board of
directors elected William H. Bricker, a current board member, to
succeed Mr. Kelly. Mr. Bricker will have a one-year renewable contract.

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

LTVs Board of Directors was required by Article Ninth of LTVs Restated
Certificate of Incorporation to consider during 1999 whether to waive the
transfer restrictions in Article Ninth with respect to all future transfers of
securities. At its December 1999 meeting, the Board of Directors, after
considering all relevant factors, determined not to waive Article Ninth at that
time.

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Item 6. Exhibits and Reports on Form 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.



| |                                                                       
| | ----------------------------------------------------------------------
| | (11)  Statement re Computation of Per Share Earnings (filed herewith)
|
| | (27)  Financial Data Schedule (filed herewith)                       

(b) Reports on Form 8-K

None.

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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 9,
2000

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