<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For quarter ended September 30, 1998                 Commission File No. 1-4368




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


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

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

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



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

                                                     Yes __x__        No _____



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

                                               99,836,227 shares of common stock
                                                      (as of September 30, 1998)

<PAGE>   2
                            PART I. FINANCIAL INFORMATION
                             ITEM 1. FINANCIAL STATEMENTS
                                  THE LTV CORPORATION
                        CONSOLIDATED STATEMENT OF OPERATIONS
                        (in millions, except per share data)
                                    (Unaudited)

<TABLE>
<CAPTION>

                                                             Three Months Ended                  Nine Months Ended
                                                                September 30,                      September 30,
                                                          ------------------------           ------------------------
                                                            1998           1997                1998           1997
                                                          --------       ---------           --------       ---------
<S>                                                       <C>            <C>                 <C>            <C>
SALES                                                     $  1,064       $   1,135           $  3,284       $   3,299

Costs and expenses:
     Cost of products sold                                     927             958              2,889           2,828
     Depreciation and amortization                              67              62                193             198
     Selling, general and administrative                        45              43                136             120
     Results of affiliates' operations                          14              15                 32              26
     Net interest and other income                              (4)             (7)               (19)            (27)
     Special charge                                              -             150                  -             150
                                                          --------       ---------           --------       ---------
         Total                                               1,049           1,221              3,231           3,295
                                                          --------       ---------           --------       ---------

INCOME (LOSS) BEFORE INCOME TAXES                               15             (86)                53               4

Income tax provision (credit):
     Taxes payable                                               2              (3)                 4               1
     Taxes not payable in cash                                   2             (31)                15               1
                                                          --------       ---------           --------       ---------
         Total                                                   4             (34)                19               2
                                                          --------       ---------           --------       ---------

Income (loss) before extraordinary loss                         11             (52)                34               2

Extraordinary loss on early extinguishment of
     debt (net of income taxes of $3)                            -              (4)                 -              (4)
                                                          --------       ---------           --------       ---------
NET INCOME (LOSS)                                         $     11       $     (56)          $     34       $      (2)
                                                          ========       =========           ========       =========


Earnings (loss) per share:
     Basic                                                $   0.11       $   (0.50)          $   0.33       $    0.01
     Extraordinary loss                                          -           (0.04)                 -           (0.04)
                                                          --------       ---------           --------       ---------
         Total                                            $   0.11       $   (0.54)          $   0.33       $   (0.03)
                                                          ========       =========           ========       =========

     Dilutive                                             $   0.11       $   (0.50)          $   0.33       $    0.01
     Extraordinary loss                                          -           (0.04)                 -           (0.04)
                                                          --------       ---------           --------       ---------
         Total                                            $   0.11       $   (0.54)          $   0.33       $   (0.03)
                                                          ========       =========           ========       =========

Cash dividends per common share                           $   0.03       $    0.03           $   0.09       $    0.09
                                                          ========       =========           ========       =========
</TABLE>


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



                                      I-1
<PAGE>   3

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

<TABLE>
<CAPTION>

                                                                                      September 30,      December 31,
                                                                                          1998               1997
                                                                                      -------------      ------------
<S>                                                                                   <C>                <C> 
ASSETS
CURRENT ASSETS
     Cash and cash equivalents                                                        $        91         $       160
     Marketable securities                                                                    258                 360
                                                                                      -----------         -----------
              Total cash and marketable securities                                            349                 520
     Receivables, less allowance for doubtful accounts                                        477                 470
     Inventories:
         Products                                                                             586                 656
         Materials, purchased parts and supplies                                              269                 246
                                                                                      -----------         -----------
              Total inventories                                                               855                 902
     Prepaid expenses, deposits and other                                                      17                  12
                                                                                      -----------         -----------
              Total current assets                                                          1,698               1,904
                                                                                      -----------         -----------
INVESTMENTS IN AFFILIATES                                                                     324                 312
OTHER NONCURRENT ASSETS                                                                       189                 169
PROPERTY, PLANT AND EQUIPMENT                                                               4,314               4,096
     Allowance for depreciation                                                            (1,056)               (935)
                                                                                      ------------        -----------
              Total property, plant and equipment                                           3,258               3,161
                                                                                      -----------         -----------
                                                                                      $     5,469         $     5,546
                                                                                      ===========         ===========


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable                                                                 $       348         $       354
     Accrued employee compensation and benefits                                               337                 365
     Other accrued liabilities                                                                201                 219
                                                                                      -----------         -----------
              Total current liabilities                                                       886                 938
                                                                                      -----------         -----------
NONCURRENT LIABILITIES
     Long-term debt                                                                           363                 355
     Postemployment health care and other insurance benefits                                1,539               1,570
     Pension benefits                                                                         543                 548
     Other                                                                                    422                 459
                                                                                      -----------         -----------
              Total noncurrent liabilities                                                  2,867               2,932
                                                                                      -----------         -----------
SHAREHOLDERS' EQUITY
     Convertible preferred stock (aggregate liquidation value $50.0)                            1                   1
     Common stock (par value $0.50 per share)                                                  53                  53
     Additional paid-in capital                                                             1,046               1,032
     Retained earnings                                                                        686                 661
     Treasury stock (5 million shares at cost)                                                (68)                (68)
     Accumulated other comprehensive loss and other                                            (2)                 (3)
                                                                                      ------------        -----------
              Total shareholders' equity                                                    1,716               1,676
                                                                                      -----------         -----------
                                                                                      $     5,469         $     5,546
                                                                                      ===========         ===========
</TABLE>


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



                                      I-2
<PAGE>   4

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

<TABLE>
<CAPTION>

                                                                                             Nine Months Ended
                                                                                               September 30,
                                                                                      -------------------------------
                                                                                          1998               1997
                                                                                      -----------         -----------
<S>                                                                                   <C>                 <C>
OPERATING ACTIVITIES
     Net income (loss)                                                                $        34         $        (2)
     Adjustments to reconcile net income (loss) to net cash
         provided by operating activities:
         Extraordinary loss                                                                     -                   4
         Special charge                                                                         -                 150
         Noncash losses of affiliates                                                          32                  26
         Depreciation and amortization                                                        193                 198
         Income tax provision not payable in cash                                              15                   1
         Defined benefit pension expense                                                        3                  21
         Postemployment benefit payments more than related expense                            (21)                (22)
         Changes in assets, liabilities and other                                             (70)               (118)
                                                                                      -----------         -----------
              Net cash provided by operating activities                                       186                 258
                                                                                      -----------         -----------

INVESTING ACTIVITIES
     Capital expenditures                                                                    (290)               (215)
     VP Buildings acquisition                                                                   -                (188)
     Investment in steel-related businesses                                                   (57)                (69)
     Net sales of marketable securities                                                       102                 165
     Other                                                                                     (1)                 15
                                                                                      -----------         -----------
              Net cash used in investing activities                                          (246)               (292)
                                                                                      -----------         -----------

FINANCING ACTIVITIES
     Borrowings                                                                                 3                 290
     Dividends paid and other                                                                 (10)                (11)
     Pension funding                                                                           (2)                (60)
     Share repurchases                                                                          -                 (35)
                                                                                      -----------         -----------
              Net cash (used in) provided by financing activities                              (9)                184
                                                                                      -----------         -----------

Net (decrease) increase in cash and cash equivalents                                          (69)                150
Cash and cash equivalents at beginning of period                                              160                 107
                                                                                      -----------         -----------

Cash and cash equivalents at end of period                                            $        91         $       257
                                                                                      ===========         ===========



Supplemental cash flow information is presented as follows:
     Interest payments                                                                $         2         $         6
     Income tax payments                                                                        6                   5
     Capitalized interest                                                                      24                  12
     Purchases of marketable securities                                                     2,208               5,591
     Sales and maturities of marketable securities                                          2,312               5,757
</TABLE>


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



                                      I-3
<PAGE>   5

                               THE LTV CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1998


NOTE (1) - The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and disclosures required by generally accepted accounting principles
for complete financial statements. All adjustments that are, in the opinion of
management, necessary for a fair presentation have been made and are of a
recurring nature unless otherwise disclosed herein. Certain prior period amounts
have been reclassified to conform with the current period presentation. The
results of operations for the interim periods are not necessarily indicative of
results of operations for a full year. For further information, refer to the
consolidated financial statements and the notes thereto for the year ended
December 31, 1997 included in the LTV Annual Report to Shareholders incorporated
by reference into the 1997 Annual Report on Form 10-K filed with the Securities
and Exchange Commission.


NOTE (2) - LTV Steel Company, Inc. effective as of March 1, 1998, entered into a
$250 million five-year credit facility ("Inventory Facility"), replacing the
existing $150 million Letter of Credit Facility. The Inventory Facility, secured
by essentially all of LTV Steel's inventory through a special purpose entity,
permits borrowings of up to $250 million for working capital and general
corporate purposes, $150 million of which may be used to issue letters of
credit. Interest will accrue at the Company's option of either the lender bank's
base rate or 1% above LIBOR rates. At September 30, 1998, there were no
outstanding borrowings against the Inventory Facility; and letters of credit
totaling $68 million were outstanding under this facility. The borrower under
the Inventory Facility is LTV Steel Products, L.L.C., a consolidated structured
finance special purpose entity wholly owned by LTV Steel, which purchases and
pledges essentially all of the inventory produced by LTV Steel. The creditors of
LTV Steel Products, L.L.C., have a claim on the assets of that Company prior to
those assets becoming available to other creditors of LTV or its affiliates.


NOTE (3) - At September 30, 1998, accumulated other comprehensive loss included
in the balance sheet amounted to $1 million with no material changes since
December 31, 1997. The accumulated other comprehensive loss at September 30,
1997 was $9 million, with no material changes since December 31, 1996.


NOTE (4) - VP Buildings has secured a $4 million, ten-year, 7.25% mortgage on
its headquarters building located in Memphis, Tennessee, effective April 1,
1998, with principal and interest payments due monthly. Additionally, VP
Buildings has a $20 million demand facility that expires on December 31, 1998.
At September 30, 1998, there were no borrowings outstanding under this facility.



                                      I-4
<PAGE>   6

NOTE (5) - The following is a summary of the financial information related to VP
Buildings, which was acquired on July 2, 1997, for the nine months ended 1998
and 1997 (in millions):

<TABLE>
<CAPTION>
Results of operations                               1998                 1997
                                                    ----                 ----
<S>                                               <C>                  <C>

         Net sales                                $    258             $    85
         Costs and expenses                            242                  77
                                                  --------             -------
              Pretax income                       $     16             $     8
                                                  ========             =======
         Total assets                             $    269                 248
         Capital expenditures                           10                   1
</TABLE>


NOTE (6) - The Company has a 50% interest, accounted for under the equity
method, in an unconsolidated joint venture, Trico Steel Company, L.L.C., ("Trico
Steel"), which began commercial operations in April 1997. Included in LTV's
consolidated results is a pretax loss of $33 million 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):

<TABLE>
<CAPTION>
Results of operations                               1998                 1997
                                                    ----                 ----
<S>                                               <C>                  <C>

         Net sales                                $    214             $    43
         Costs and expenses                            280                  98
                                                  --------             -------
              Pretax loss                         $    (66)            $   (55)
                                                  ========             =======

<CAPTION>
Financial Position                              Sept. 30, 1998     Dec. 31, 1997
                                                --------------     -------------
<S>                                             <C>                <C>

         Current assets                           $     67             $   76
         Noncurrent assets                             532                526
         Current liabilities                           (30)               (38)
         Noncurrent liabilities                       (273)              (273)
                                                  --------             ------
              Net assets                          $    296             $  291
                                                  ========             ======
</TABLE>


NOTE (7) - LTV's wholly owned subsidiary, LTV Steel Company, Inc., has fully and
unconditionally guaranteed the Company's obligation to pay principal, premium,
if any, and interest with respect to the Senior Notes due September 2007. The
following supplemental consolidating condensed financial statements of The LTV
Corporation present: the balance sheets as of September 30, 1998 and December
31, 1997; statements of operations for the three months and nine months ended
September 30, 1998 and 1997; and statements of cash flows for the nine months
ended September 30, 1998 and 1997. The LTV Corporation (Parent), LTV Steel
Company, Inc. (Guarantor) and the combined Non-Guarantor Subsidiaries'
investments in subsidiaries are accounted for using the equity method. Necessary
elimination entries have been made to consolidate the Parent and all of its
subsidiaries.



                                      I-5
<PAGE>   7

Consolidating Condensed Balance Sheet
(in millions)

<TABLE>
<CAPTION>

                                                                                 September 30, 1998
                                                           ---------------------------------------------------------------------
                                                                                   Non-Guarantor
                                                           Parent     Guarantor    Subsidiaries     Eliminations    Consolidated
                                                           -------    ---------    ------------     ------------    ------------
<S>                                                        <C>        <C>          <C>              <C>             <C> 
Cash, cash equivalents and marketable securities           $   320    $   (25)       $    54          $     -         $   349
Receivables                                                      3          -            474                -             477
Notes receivable/(payable)                                       -      1,005         (1,005)               -               -
Inventories                                                      -          -            855                -             855
Other current assets                                             3         10              4                -              17
                                                           -------    -------        -------          -------         -------
     Total current assets                                      326        990            382                -           1,698
Intercompany, net                                              226        133           (359)               -               -
Investments and other noncurrent assets                      1,500        229            456           (1,672)            513
Property, plant and equipment                                    -      3,035            223                -           3,258
                                                           -------    -------        -------          -------         -------
       Total assets                                        $ 2,052    $ 4,387        $   702          $(1,672)        $ 5,469
                                                           =======    =======        =======          =======         =======

Total current liabilities                                  $    26    $   759        $   101          $     -         $   886
Long-term debt                                                 298         61              4                -             363
Postemployment health care and other insurance benefits          -      1,421            118                -           1,539
Pension benefits                                                 -        534              9                -             543
Other                                                           12        387             23                -             422
Shareholders' equity                                         1,716      1,225            447           (1,672)          1,716
                                                            ------    -------        -------          -------         -------
       Total liabilities and shareholders' equity          $ 2,052    $ 4,387        $   702          $(1,672)        $ 5,469
                                                           =======    =======        =======          =======         =======

<CAPTION>
                                                                                    December 31, 1997
                                                           ---------------------------------------------------------------------
                                                                                   Non-Guarantor
                                                           Parent     Guarantor    Subsidiaries     Eliminations    Consolidated
                                                           -------    ---------    -------------    ------------    ------------
<S>                                                        <C>        <C>          <C>              <C>             <C>
Cash, cash equivalents and marketable securities           $   467    $   (15)       $     68         $     -         $   520
Receivables                                                      4          -             466               -             470
Notes receivable/(payable)                                       -        303            (303)              -               -
Inventories                                                      -        859              43               -             902
Other current assets                                             4          7               1               -              12
                                                            ------    -------        --------         -------         -------
     Total current assets                                      475      1,154             275               -           1,904
Intercompany, net                                               83        172            (255)              -               -
Investments and other noncurrent assets                      1,470        186             432          (1,607)            481
Property, plant and equipment                                    -      2,939             222               -           3,161
                                                            ------    -------        --------         -------         -------
       Total assets                                        $ 2,028    $ 4,451        $    674         $(1,607)        $ 5,546
                                                            ======    =======        ========         =======         =======

Total current liabilities                                  $    37    $   799        $    102         $     -         $   938
Long-term debt                                                 298         57               -               -             355
Postemployment health care and other insurance benefits          -      1,458             112               -           1,570
Pension benefits                                                 -        538              10               -             548
Other                                                           17        419              23               -             459
Shareholders' equity                                         1,676      1,180             427          (1,607)          1,676
                                                           -------    -------        --------         -------         -------
       Total liabilities and shareholders' equity          $ 2,028    $ 4,451        $    674         $(1,607)        $ 5,546
                                                           =======    =======        ========         =======         =======
</TABLE>



                                      I-6



<PAGE>   8

Consolidating Condensed Statement of Operations
(in millions)

<TABLE>
<CAPTION>

                                                                      Three Months Ended September 30, 1998
                                                           ---------------------------------------------------------------------
                                                                                   Non-Guarantor
                                                           Parent     Guarantor    Subsidiaries     Eliminations    Consolidated
                                                           -------    ---------    -------------    ------------    ------------
<S>                                                        <C>        <C>          <C>              <C>             <C>
Net sales                                                  $     -    $   921        $  1,210         $(1,067)        $ 1,064
Costs and expenses:
   Cost of products sold                                         -        833           1,161          (1,067)            927
   Depreciation and amortization                                 -         59               8               -              67
   Selling, general and administrative                           2         33              10               -              45
   Results of affiliates' operations                           (13)         -              14              13              14
   Net interest and other income                                (4)       (18)             18               -              (4)
                                                           -------    -------        --------         -------         -------
     Total                                                     (15)       907           1,211          (1,054)          1,049
                                                           -------    -------        --------         -------         -------
Income (loss) before income taxes                               15         14              (1)            (13)             15
Income tax provision                                             4          3               -              (3)              4 
                                                           -------    -------        --------         -------         -------
       Net income (loss)                                   $    11    $    11        $     (1)        $   (10)        $    11
                                                           =======    =======        ========         =======         =======

<CAPTION>

                                                                      Three Months Ended September 30, 1997
                                                           ---------------------------------------------------------------------
                                                                                   Non-Guarantor
                                                           Parent     Guarantor    Subsidiaries     Eliminations    Consolidated
                                                           -------    ---------    -------------    ------------    ------------
<S>                                                        <C>        <C>          <C>              <C>             <C>
Net sales                                                  $     -    $   975        $    336         $  (176)        $ 1,135
Costs and expenses:
   Cost of products sold                                         -        843             291            (176)            958
   Depreciation and amortization                                 -         56               6               -              62
   Selling, general and administrative                           3         30              10               -              43
   Results of affiliates' operations                            87         (9)             15             (78)             15
   Net interest and other income                                (4)         1              (4)              -              (7)
   Special charge                                                -        150               -               -             150
                                                           -------    -------        --------         -------         -------
     Total                                                      86      1,071             318            (254)          1,221
                                                           -------    -------        --------         -------         -------
Income (loss) before income taxes                              (86)       (96)             18              78             (86)
Income tax provision (credit)                                  (34)       (39)              7              32             (34)
                                                           -------    -------        --------         -------         -------
Income (loss) before extraordinary loss                        (52)       (57)             11              46             (52)
Extraordinary loss                                              (4)         -               -               -              (4)
                                                           -------    -------        --------         -------         -------
       Net income (loss)                                   $   (56)   $   (57)       $     11         $    46         $   (56)
                                                           =======    =======        ========         =======         =======

<CAPTION>

                                                                        Nine Months Ended September 30, 1998
                                                           ---------------------------------------------------------------------
                                                                                   Non-Guarantor
                                                           Parent     Guarantor    Subsidiaries     Eliminations    Consolidated
                                                           -------    ---------    -------------    ------------    ------------
<S>                                                        <C>        <C>          <C>              <C>             <C>
Net sales                                                  $     -    $ 2,855        $  3,060         $(2,631)        $ 3,284
Costs and expenses:
   Cost of products sold                                         -      2,587           2,933          (2,631)          2,889
   Depreciation and amortization                                 -        172              21               -             193
   Selling, general and administrative                           9         98              29               -             136
   Results of affiliates' operations                           (46)        (1)             32              47              32
   Net interest and other income                               (16)       (46)             43               -             (19)
                                                           -------    -------        --------         -------         -------
     Total                                                     (53)     2,810           3,058          (2,584)          3,231
                                                           -------    -------        --------         -------         -------
Income before income taxes                                      53         45               2             (47)             53
Income tax provision                                            19         16               1             (17)             19 
                                                           -------    -------        --------         -------         -------
       Net income                                          $    34    $    29        $      1         $   (30)        $    34
                                                           =======    =======        ========         =======         =======
</TABLE>



                                       I-7
<PAGE>   9

<TABLE>
<CAPTION>

                                                                        Nine Months Ended September 30, 1997
                                                           ----------------------------------------------------------------------
                                                                                   Non-Guarantor
                                                           Parent     Guarantor    Subsidiaries     Eliminations    Consolidated
                                                           -------    ---------    -------------    ------------    ------------
<S>                                                        <C>        <C>          <C>              <C>             <C>
Net sales                                                  $     -    $ 2,990        $    834         $  (525)        $ 3,299
Costs and expenses:
   Cost of products sold                                         -      2,603             750            (525)          2,828
   Depreciation and amortization                                 -        183              15               -             198
   Selling, general and administrative                           9         91              20               -             120
   Results of affiliates' operations                            14        (20)             26               6              26
   Net interest and other income                               (27)         5              (5)              -             (27)
   Special charge                                                -        150               -               -             150
                                                            ------    -------        --------         -------         -------
     Total                                                      (4)     3,012             806            (519)          3,295
                                                            ------    -------        --------         -------         -------
Income (loss) before income taxes                                4        (22)             28              (6)              4
Income tax provision (credit)                                    2         (9)             11              (2)              2
                                                            ------    -------        --------         --------        -------
Income (loss) before extraordinary loss                          2        (13)             17              (4)              2
Extraordinary loss                                              (4)         -               -               -              (4)
                                                           -------    -------        --------         -------         -------
       Net income (loss)                                   $    (2)   $   (13)       $     17         $    (4)        $    (2)
                                                           =======    =======        ========         =======         =======
</TABLE>


CONSOLIDATING CONDENSED CASH FLOWS STATEMENT
(in millions)

<TABLE>
<CAPTION>

                                                                        Nine Months Ended September 30, 1998
                                                           -----------------------------------------------------------------------
                                                                                   Non-Guarantor
                                                           Parent     Guarantor    Subsidiaries     Eliminations    Consolidated
                                                           -------    ---------    -------------    ------------    ------------
<S>                                                        <C>        <C>          <C>              <C>             <C>
Cash provided by (used in) operating activities            $  (138)   $   274        $     50         $     -         $   186
                                                           -------    -------        --------         -------         -------
Investing activities:
   Capital expenditures                                          -       (280)            (10)              -            (290)
   Investment in steel-related businesses                        -          -             (57)              -             (57)
   Net sales of marketable securities                          102          -               -               -             102
   Other                                                         -         (1)              -               -              (1)
                                                           -------    -------        --------         -------         -------
     Net cash provided by (used in) investing activities       102       (281)            (67)              -            (246)
                                                           -------    -------        --------         -------         -------
Financing activities:
   Borrowings                                                    -          -               3               -               3
   Pension funding                                               -         (2)              -               -              (2)
   Dividends paid and other                                    (10)         -               -               -             (10)
                                                           -------    -------        --------         -------         -------
     Net cash provided by (used in) financing activities       (10)        (2)              3               -              (9)
                                                           -------    -------        --------         -------         -------
Net decrease in cash and cash equivalents                      (46)        (9)            (14)              -             (69)
Cash and cash equivalents at beginning of year                 108        (16)             68               -             160
                                                           -------    -------        --------         -------         -------
Cash and cash equivalents at end of period                 $    62    $   (25)       $     54         $     -         $    91
                                                           =======    =======        ========         =======         =======

<CAPTION>

                                                                        Nine Months Ended September 30, 1997
                                                           -----------------------------------------------------------------------
                                                                                   Non-Guarantor
                                                           Parent     Guarantor    Subsidiaries     Eliminations    Consolidated
                                                           -------    ---------    -------------    ------------    ------------
<S>                                                        <C>        <C>          <C>              <C>             <C>
Cash provided by (used in) operating activities            $   (61)   $   257        $     62         $     -         $   258
                                                           -------    -------        --------         -------         -------
Investing activities:
   Capital expenditures                                          -       (214)             (1)              -            (215)
   Investment in VP Buildings                                 (188)         -               -               -            (188)
   Investment in steel-related businesses                        -          -             (69)              -             (69)
   Net sales of marketable securities                          165          -               -               -             165
   Other                                                        (6)         -              21               -              15
                                                           -------    -------        --------         -------         -------
     Net cash used in investing activities                     (29)      (214)            (49)              -            (292)
                                                           -------    -------        --------         -------         -------
Financing activities:
   Borrowings                                                  290          -               -               -             290
   Pension funding                                               -        (58)             (2)              -             (60)
   Dividends paid and other                                    (11)         -               -               -             (11)
   Shares repurchases                                          (35)         -               -               -             (35)
                                                           -------    -------        --------         -------         -------
     Net cash provided by (used in) financing activities       244        (58)             (2)              -             184
                                                           -------    -------        --------         -------         -------
Net increase (decrease) in cash and cash equivalents           154        (15)             11               -             150
Cash and cash equivalents at beginning of year                  62        (15)             60               -             107
                                                           -------    -------        --------         -------         -------
Cash and cash equivalents at end of period                 $   216    $   (30)       $     71         $     -         $   257
                                                           =======    =======        ========         =======         =======
</TABLE>



                                      I-8
<PAGE>   10

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

RESULTS OF OPERATIONS - COMPARISON OF THIRD QUARTER AND FIRST NINE MONTHS 1998
AND 1997

Sales
-----

       Sales of $1,064 million in the third quarter of 1998 decreased by $71
million (6%) from the third quarter of 1997. Third quarter 1998 steel shipments
of 1.9 million tons decreased by 79,000 tons (4%) from the third quarter of
1997. The overall sales decrease in the third quarter of 1998 resulted from
lower average selling prices of 4% and lower shipments partially offset by the
VP Buildings increased sales of $15 million.

       Sales of $3,284 million in the first nine months of 1998 were $15 million
lower than the first nine months of 1997. Steel shipments in the first nine
months of 1998 of 5.9 million tons decreased by 186,000 tons (3%) from the first
nine months of 1997. The overall sales decrease in the first nine months of 1998
resulted from the lower average selling prices of 3% and lower shipments
partially offset by the VP Buildings increased sales of $173 million in 1998
included since its acquisition on July 2, 1997.

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

       Cost of products sold as a percentage of sales increased 3% and 2% in the
third quarter and nine months of 1998, respectively, compared to the 1997
periods. The increase is primarily due to the lower average selling prices in
the 1998 periods, partially offset by lower steel production costs. Included in
the lower steel production costs in the 1998 third quarter is the favorable
effect of a required periodic actuarial valuation primarily related to pensions
and other postemployment obligations benefits which increased net income by $8
million due to lower retiree costs related to the first half of 1998. A similar
actuarial valuation in the same period last year increased net income
$14 million due to lower retiree costs related to the first half of 1997. Also
in the current quarter, a lower effective tax rate increased net income by $0.02
per share.

       Raw steel production of 2.2 million tons in the third quarter of 1998
increased by 80,000 tons (4%) from the third quarter of 1997. The average
operating rate (of AISI defined capacity) at the Company's steelmaking
facilities during the third quarter of 1998 was 102% compared with 101% in 1997.

       Raw steel production of 6.2 million tons in the first nine months of 1998
was 402,000 tons lower than the first nine months of 1997. The average operating
rate at the Company's steelmaking facilities during the first nine months of
1998 was 97% compared with 106% in 1997. This decrease is primarily due to the
scheduled reline of the H-4 blast furnace at the Company's Indiana Harbor Works
and an increase in the AISI defined rated capacity of LTV steelmaking facilities
in 1998. LTV re-rated its AISI capacity in 1998 which resulted in a 2.3%
increase in ratings capacity.

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

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



                                      I-9
<PAGE>   11

LIQUIDITY AND CAPITAL RESOURCES

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

       During the first nine months of 1998, cash provided by operating
activities amounted to $186 million. Major uses of cash during the first
nine months of 1998 included capital expenditures of $290 million and
$57 million invested in steel-related businesses. Since December 31, 1997, total
cash, cash equivalents and marketable securities have decreased by $171 million
to $349 million at September 30, 1998.

       LTV Steel Company's inventory facility permits borrowings of up to
$250 million for working capital and general corporate purposes, $150 million of
which may be used to issue letters of credit. At September 30, 1998, there were
no outstanding borrowings against the inventory facility; and letters of credit
totaling $68 million were outstanding under this facility.

       The Company's receivables credit facility permits borrowings of up to
$320 million for working capital requirements and general corporate purposes,
$100 million of which may be used to issue letters of credit. At September 30,
1998, $294 million was permitted to be borrowed; however, no borrowings were
outstanding and letters of credit outstanding amounted to $36 million under this
facility.

       The Company's wholly owned subsidiary, VP Buildings, has a Secured Demand
Facility that expires on December 31, 1998, which permits borrowings of up to
$20 million for working capital and general corporate purposes and for letters
of credit. At September 30, 1998, $20 million was permitted to be borrowed, with
no borrowings outstanding under this facility.

       The Company's Senior Notes, long-term debt and credit facilities'
agreements contain various covenants that require the Company to maintain
certain financial ratios and amounts. These agreements, as well as the Company's
agreement with the Pension Benefit Guaranty Corporation (the "PBGC Agreement"),
place certain restrictions on payment of dividends, share repurchases, capital
expenditures, investments in subsidiaries and borrowings. Under the terms of the
most restrictive debt covenant, approximately $108 million of retained earnings
are available for common stock dividend payments at September 30, 1998.
Substantially all of the Company's receivables and inventories are pledged as
collateral under these debt agreements. The Company does not believe that the
restrictions contained in these financial and operating covenants will cause
significant limitations on its financial flexibility.



                                      I-10
<PAGE>   12
       Domestic steel producers face significant competition from foreign
producers. Foreign competition is intense and has adversely affected product
prices in the United States and tonnage sold by domestic producers. The
intensity of foreign competition is substantially affected by the relative
strength of foreign economies and fluctuations in the value of the United States
dollar against foreign currencies. In 1998, there has been a significant rise in
imports, especially from Japan, Russia and Brazil. On September 30, 1998, LTV
joined other steel companies and the United Steelworkers of America in filing
flat rolled trade cases against dumped and subsidized imports from Japan, Russia
and Brazil. In August 1998, these countries shipped nearly 783,000 tons of hot
rolled steel to the United States, accounting for 55% of all hot rolled imports.
Compared to August 1997, hot rolled shipments from these countries increased
nearly 200% this year. Unfairly traded imports will have an even greater impact
on the fourth quarter.

       LTV also competes with other domestic integrated producers, some of which
have greater resources than the Company, and with minimills, which are
relatively efficient, low-cost producers that generally produce steel from scrap
in electric furnaces, have lower employment and environmental costs and
generally target regional markets. Recently developed thin slab casting
technologies have allowed some minimill producers to enter certain sectors of
the flat rolled market that have traditionally been supplied by integrated
producers; and other producers have announced their intention to do the same.
Industry experts estimate that current domestic raw steel production capacity
will be increased by more than 5% by the end of 2000 as new minimills, now under
construction, engage in start-up operations or begin operation.

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

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

       On 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. Year-to-date spending
charged against the reserve totaled $13 million.

       As previously announced on October 20, 1998, LTV and more than 10,000 of
its retirees were granted a summary judgment for the recovery of approximately
$25 million plus statutory interest estimated in excess of $25 million for
taxes collected by the Internal Revenue Service on certain pension payments for
tax years 1987 through 1993. Approximately one-third of the total recovered
amount will be refunded to eligible retirees. The judgment will be reflected in
results of operations when all appeals have been exhausted.



                                      I-11
<PAGE>   13

ENVIRONMENTAL LIABILITIES AND OTHER

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

       The Company spent $15 million during the first nine months of 1998 for
environmental clean-up and related matters at operating and idled facilities,
which included $8 million related to the Pittsburgh coke plant and, at
September 30, 1998, has a recorded liability of $143 million for known and      
identifiable environmental and related matters, including costs related to the
closure and demolition of the Pittsburgh coke plant. As the Company becomes
aware of additional matters or obtains more information, it may be required to
record additional liabilities for environmental remediation. The Company also
spent $12 million in the first nine months of 1998 for environmental
compliance-related capital expenditures and expects it will be required to
spend an average of approximately $30 million annually in capital expenditures
during the next five years to meet environmental standards.rr


YEAR 2000 READINESS

       Although LTV does not currently manufacture any products containing
embedded chips or any computerized products, LTV (like most companies) has been
faced with the task of addressing the Year 2000. The Year 2000 issue is the
result of computer programs being written using two digits rather than four to
define the applicable year. Any of the Company's computer programs or any
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruptions of operations,
including, among other things, production difficulties, a temporary inability to
process transactions, send invoices, or engage in similar normal business
activities. Failure by LTV and/or material third parties, such as power utility
providers and other critical suppliers and major customers to complete Year 2000
readiness activities in a timely manner could have a material adverse effect on
the Company's business and results of operations.

       Since the commencement of its Year 2000 readiness effort in late 1996,
LTV has been engaged in a company-wide effort to achieve Year 2000 readiness for
both information technology (IT) and non-information technology (Non-IT)
systems. The Company expects to achieve company-wide Year 2000 readiness by mid
1999. LTV has formed a Steering Committee for Year 2000 issues, which meets
regularly and is comprised of high level executives and other management
personnel and Year 2000 consultants. LTV is primarily using its own employees to
achieve readiness in most of its manufacturing and operations systems, augmented
by outside expertise related to specific systems. LTV has contracted with its
principal Year 2000 outside contractor (the "Outside Contractor") to achieve
Year 2000 readiness with respect to its business and related information
technology infrastructure systems ("Business Systems"). In addition to the
Company's Year 2000 program described above, LTV is continuing to implement a
business reengineering project, which began in 1994 and which



                                      I-12
<PAGE>   14

includes, among other activities, replacing certain information systems with
systems that are Year 2000 ready. As a result, those systems scheduled for
replacement under the business reengineering project have been excluded from the
Year 2000 readiness program and costs which are disclosed below.

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

       Management believes that the Company has made, and continues to make,
significant progress toward Year 2000 readiness; such progress and the
appropriateness of the Company's approach have both been confirmed by a major
automotive customer and an outside professional firm.

       Currently, the Company's systems are at various stages of readiness. The
inventory stage has been completed for manufacturing and operations systems,
which include Non-IT systems such as smart sensors, logic controllers,
distributed control systems and embedded microprocessors. Remediation, testing
and implementation for these systems is approximately 70% complete with the
remainder scheduled to be completed by the end of the first quarter of 1999. The
Outside Contractor has completed its inventory of mission critical Business
Systems and is proceeding with remediation, testing and implementation which is
approximately 80% complete; the remaining systems are expected to be Year 2000
ready by the end of the first quarter of 1999. Activities in the second quarter
of 1999 will include completion of new information systems, outside supplier
compliance audits and completion of the Company's contingency plans.

       The Company is in the process of developing a strategy to address the
additional potential consequences that may result from unresolved Year 2000
issues, which will include the development of one or more contingency plans by
mid 1999. LTV has been querying material third parties, including suppliers,
utility and other resource providers and customers to assess their Year 2000
readiness efforts. As of September 30, 1998, positive statements of readiness
have been received from 67% of the Company's suppliers. Efforts are ongoing to
follow up with nonresponsive third parties; however, the Company has assumed
that any such third party will be noncompliant for the purpose of risk
assessment. The Company is implementing a supply chain plan for most sole source
and mission critical suppliers and customers. This plan includes telephone
interviews and on-site visits. 

       The Company has budgeted approximately $55 million for its Year 2000
readiness efforts, with $8 million designated for remediation of manufacturing
and operation systems and $47 million allocated for Business Systems. These
costs include replacing outdated, non-compliant hardware and software as well as
identifying and remediating known Year 2000 problems. LTV expensed $8 million of
Year 2000 costs in 1997, and $29 million has been expensed through the end of
the third quarter of 1998. The funds expensed for Year 2000 are outside of the
normal information technology budget. Because LTV's readiness program is not yet
fully implemented, and is subject to certain risks and uncertainties, including
the readiness efforts of material third parties, there can be no assurance that
LTV will not incur material costs beyond the anticipated costs described above.

       The cost of the Year 2000 project and the dates by which LTV believes it
will be Year 2000 ready are based on management's current best estimates, which
were derived based on numerous assumptions of future events, including the
continued availability of certain resources, third party modification plans and
other factors. There can be no guarantee, however, that these estimates will be
achieved, and actual results could differ materially from those anticipated.



                                      I-13
<PAGE>   15


OUTLOOK

       Demand for flat rolled steel products in the Company's markets remains
steady. However, increased unfairly traded imports have weakened the Company's
order entry and shipping rates and have caused a reduction in selling prices in
recent months. LTV has recently announced a cutback in pellet production at LTV
Steel Mining. The Company has reduced its planned steelmake at its Cleveland and
Indiana Harbor Works between now and year end by approximately 375,000 tons.
Also, the Trico Steel venture is currently operating on a reduced work schedule
as a result of lower order entry rates. Consequently, the Company expects
operating losses in its integrated steel business and at its Trico Steel joint
venture in the fourth quarter.


       This report includes forward-looking statements. Our use of the words
"outlook," "anticipates," "believes," "estimates," "expect" and similar words
are intended to identify these statements as forward-looking. These statements
represent our current judgment on what the future holds. While we believe them
to be reasonable, a number of important factors could cause actual results to
differ materially from those projected. These factors include relatively small
changes in market price or market demand; changes in domestic capacity or the
level of importing resulting from currency fluctuations and other economic
factors; devaluation or other economic conditions; 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 by the Company or its critical suppliers and customers in
implementing information technology, including Year 2000 ready systems. In this
regard, we also direct your attention to factors discussed above in the
Management's Discussion and Analysis.



                                      I-14
<PAGE>   16
                                     PART II


ITEM 1.  LEGAL PROCEEDINGS.

     On July 8, 1998, the Ohio Attorney General filed a complaint in the
Cuyahoga County Court of Common Pleas alleging various instances of
noncompliance with LTV Steel's NPDES permit at its Cleveland Works over an
approximate five year period. Concurrent with this filing, LTV Steel filed a
consent agreement with such court resolving the allegations in the complaint.
The agreement requires a payment of $419,000 in civil penalties and the
implementation of a number of water pollution control studies at the plant. LTV
Steel may or may not be required to install modifications to its water pollution
control facilities depending upon the results of these studies.

     On September 30, 1998, LTV Steel, together with eleven other domestic steel
producers and the United Steelworkers of America, filed antidumping and/or
countervailing duty petitions against Japan, Russia and Brazil alleging injury
resulting from subsidies and dumping in the importation of hot-rolled carbon
steel products. On October 15, 1998, the U.S. Department of Commerce announced
the initiation of investigations relating to these petitions.

     On October 19, 1998, the U.S. Court of Federal Claims granted LTV Steel
summary judgment in the Federal Insurance Contribution Act (FICA) and Federal
Unemployment Tax Act (FUTA) tax reimbursement case described in the Company's
Report on 10-K for the year ended December 31, 1997. The judgment, which is
subject to an appeal by the government, provides for the recovery of
approximately $25 million, plus statutory interest estimated in excess of $25
million, of taxes collected by the U.S. Internal Revenue Service on certain
pension payments for the tax years 1987 through 1993. Approximately one-third of
the total amount recovered by LTV will be refunded to eligible retirees.


ITEM 5.  OTHER INFORMATION

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

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

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

     The LTV Board of Directors has selected April 23, 1999 as the Tentative
Meeting Date for the next Annual Meeting of Stockholders. Accordingly,
stockholders who intend to propose business for 

                                      II-1
<PAGE>   17

consideration, or to nominate persons for election as directors at the 1999
Annual Meeting, must provide notice and the required information to the Company
no earlier than January 23, 1999 and no later than February 22, 1999.

REQUIRED APPROVAL FOR CERTAIN PURCHASES OF
COMMON STOCK

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

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


ITEM 6.  EXHIBITS AND REPORTS ON  8-K

     (a) Exhibits

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

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

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


                                      II-2

<PAGE>   18

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

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

              (3)-(3)     - LTV's Restated By-Laws adopted on September 1,
                            1998 (filed herewith)

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

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

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

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

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

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

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

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


                                  II-3
<PAGE>   19

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

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

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

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

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

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

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




                                      II-4

<PAGE>   20


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

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

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

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

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

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

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

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



                                  II-5

<PAGE>   21


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

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

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

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

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

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

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

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

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


                                  II-6
<PAGE>   22


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

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

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

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

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

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

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

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

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


                                      II-7
<PAGE>   23


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

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

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

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

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

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

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

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



                                      II-8
<PAGE>   24

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

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

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

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

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

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

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


                                      II-9
<PAGE>   25




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

               (10)-(58)    - Amendment No. 11 to the Settlement Agreement
                              dated as of June 28, 1993 by and among the PBGC,
                              LTV, the Initial LTV Group (as defined in the
                              Settlement Agreement) and LTV as Administrator of
                              the Restated Plans (incorporated by reference to
                              Exhibit (10)-(58) to LTV's Report on Form 10-Q for
                              the quarter ended June 30, 1998)

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

               (27)         - Financial Data Schedule (filed herewith)

     (b)        Reports on Form 8-K

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




                                      II-10
<PAGE>   26








                                   SIGNATURES



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




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




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






Date:       October 26, 1998
       --------------------------




                                      II-11