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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission
File Number 000-50300

WHEELING-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)



|                         |  |                                     
|------------------------ |  | ------------------------------------
|DELAWARE                 |  | 55-0309927                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|1134 Market Street, Wheeling, WV         |  | 26003     
|(Address of principal executive offices) |  | (Zip code)

Registrants telephone number, including area code: (304) 234-2400

Securities registered pursuant to Section 12(b) of the Act:



|                                        |  |                    
|--------------------------------------- |  | -------------------
|Common Stock, $0.01 par value per share |  | Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes ̈No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes ̈No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No ̈



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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. ̈

Indicate by check
mark if the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer  þ                Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes ̈No  þ

The aggregate market value of the outstanding common stock held by non-affiliates as of June 30, 2006 (the last business day of the registrants most recently
completed second fiscal quarter) was approximately $236 million. Shares of common stock held by the Wheeling-Pittsburgh Steel Corporation Retiree Benefits Plan Trust and by executive officers and directors of the registrant are not included in the
computation. However, the registrant has made no determination that such persons are affiliates within the meaning of Rule 405 under the Securities Act of 1933.

Applicable only to registrants involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.    Yes  þ    No ̈

The registrant had 15,351,164 shares of its common stock, par value $0.01 per share, issued and outstanding as of July 31, 2007.

Documents Incorporated by Reference: None



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TABLE OF CONTENTS



|                 |  |                                             |  |     
|---------------- |  | ------------------------------------------- |  | ----
|                 |  |                                             |  | PAGE
|EXPLANATORY NOTE |  | 1                                          
|                 |  |                                            
|PART II          |  |                                             |  |     
|Item 8.          |  | Financial Statements and Supplementary Data |  | 2   
|                 |  |                                            
|PART IV          |  |                                             |  |     
|Item 15.         |  | Exhibits, Financial Statement Schedules     |  | 42  
|                 | 
|Signatures       |  | 43                                         



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EXPLANTORY NOTE

During the six months ended June 30, 2007, Wheeling-Pittsburgh Corporation (the Company) incurred
unexpected substantial net losses and used an unexpected substantial amount of cash for capital investments and working capital, principally as a result of increased scrap market prices and changes in vendor contracts and decreased selling prices
and volumes. In addition, restrictions in its revolving credit agreement prevent the Company from making full use of its available inventory and receivables as eligible collateral. Management anticipates that the Company may require additional
financing in the foreseeable future. Further, based on managements current projected results of operations, it is more likely than not that the Company will not be able to comply with the fixed charge coverage ratio covenant under its term
loan agreement, as amended, which will become effective again as of April 1, 2008. In the past, the Company has been able to obtain relief from such covenants. At of the date of this filing, however, management cannot assure that the Company
will be able to obtain such covenant relief or that the Company will be able to improve our results of operations or obtain additional financing.

Management expects to resolve these issues through the proposed business combination with Esmark Incorporated (Esmark) or through other actions. The Esmark combination would provide, as a result of a planned purchase rights feature,
additional liquidity of between $50 and $200 million, depending on the exercise of the planned put rights feature. Additional liquidity may also be available as a result of a new revolving credit facility which is expected to be entered into by the
combined company (New Esmark). In addition, if the Companys operating results improve through higher sales volume and/or pricing, including the sale of products processed from slabs purchased at competitive costs, or through operating cost or
productivity improvements, the Companys need for additional financing could be mitigated. Also, management believes additional financing could be obtained which might include, but not be limited to, (i.) amending the Companys revolving
credit facility to allow for access to additional availability, (ii.) refinancing of the Companys term loan agreement to eliminate or modify the existing financial covenant, (iii.) an equity or rights offering under the Companys existing
$125 million shelf registration statement, (iv.) raising additional capital through a private placement offering, or (v.) the sale of assets. Management cannot, at this time, give any assurance that the proposed combination with Esmark will be
approved, that operating results will improve or that the Company will be able to obtain additional financing.

In connection with the incorporation by
reference of the Companys consolidated financial statements for the year ended December 31, 2006 into the Registration Statement on Form S-4 relating to the business combination transaction between the Company and Esmark, the Company is
amending its annual report on Form 10-K to include disclosure relative to this uncertainty in its consolidated financial statements. Additionally, the Companys independent registered public accounting firm has included an explanatory paragraph
in its report on the consolidated financial statements included in this annual report on Form 10-K/A for the year ended December 31, 2006 that indicates that there is substantial doubt about the Companys ability to continue as a going
concern.



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PART II



|Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

Managements
Report on Internal Control Over Financial Reporting.

Management of Wheeling-Pittsburgh Corporation (the Company) is responsible for establishing and
maintaining adequate internal control over financial reporting. The Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. The Companys internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2006. In making these assessments, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control - Integrated Framework. Based on the assessment and those criteria, management has concluded that the Company maintained effective internal control over financial reporting as of
December 31, 2006.

The Companys independent registered public accounting firm has audited and issued their report on managements
assessment of the Companys internal control over financial reporting, and the report is set forth in the Report of Independent Registered Public Accounting Firm which is included below.



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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Wheeling-Pittsburgh
Corporation:

We have completed integrated audits of Wheeling-Pittsburgh Corporations consolidated financial statements and of its internal control
over financial reporting as of December 31, 2006 in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the accompanying
consolidated balance sheets and the related consolidated statements of operations, changes in stockholders equity and cash flows present fairly, in all material respects, the financial position of Wheeling-Pittsburgh Corporation and its
subsidiaries (Wheeling-Pittsburgh Corporation) at December 31, 2006 and 2005 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting
principles generally accepted in the United States of America. These financial statements are the responsibility of the Wheeling-Pittsburgh Corporations management. Our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the consolidated financial statements, Wheeling-Pittsburgh Corporation changed its method of accounting for defined benefit and postretirement
plans in 2006.

The accompanying consolidated financial statements have been prepared assuming that Wheeling-Pittsburgh Corporation will continue as a
going concern. As discussed in Note 27 to the consolidated financial statements, Wheeling-Pittsburgh Corporation has suffered losses from operations and had negative operating cash flows in the first half of 2007. As a result of these developments,
there is substantial doubt about Wheeling-Pittsburgh Corporations ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 27. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Internal control over financial reporting

Also, in our opinion, managements assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that
Wheeling-Pittsburgh Corporation maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, Wheeling-Pittsburgh Corporation maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2006, based on criteria established in Internal Control - Integrated Framework issued by the COSO. Wheeling-Pittsburgh Corporations management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on managements assessment and on the effectiveness of Wheeling-Pittsburgh
Corporations internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial
reporting includes obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of



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internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.

A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



|                                     
|-------------------------------------
|/s/ PricewaterhouseCoopers LLP       
|                                     
|Pittsburgh, Pennsylvania             
|March 16, 2007, except as to Note 27,
|which is as of August 9, 2007.       



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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

---

(Dollars in thousands,
except per share amounts)



|                                                                                                                                        |  |                         |           |   |      |   |           |      |  |   |           |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                                                                                                        |  | Year Ended December 31, |          
|                                                                                                                                        |  | 2006                    |           |   | 2005 |   |           | 2004 | 
|Revenues                                                                                                                                |  |                         |           |   |      |   |           |      |  |   |           |  
|Net sales, including sales to affiliates of $333,267, $343,546 and $367,735                                                             |  | $                       | 1,770,765 |   |      | $ | 1,560,513 |      |  | $ | 1,405,794 |  
|                                                                                                                                        |  |                         |           |   |      |   |           |      |  |   |           |  
|Cost and expenses                                                                                                                       |  |                         |           |   |      |   |           |      |  |   |           |  
|Cost of sales, including cost of sales to affiliates of $319,179, $346,057 and $324,813 excluding depreciation and amortization
expense |  |                         | 1,621,799 |   |      |   | 1,479,474 |      |  |   | 1,206,773 |  
|Depreciation and amortization expense                                                                                                   |  |                         | 39,496    |   |      |   | 33,984    |      |  |   | 33,433    |  
|Selling, general and administrative expense                                                                                             |  |                         | 85,530    |   |      |   | 71,552    |      |  |   | 67,620    |  
|                                                                                                                                        |  |                         |           |   |      |   |           |      |  |   |           |  
|Total costs and expenses                                                                                                                |  |                         | 1,746,825 |   |      |   | 1,585,010 |      |  |   | 1,307,826 |  
|                                                                                                                                        |  |                         |           |   |      |   |           |      |  |   |           |  
|Operating income (loss)                                                                                                                 |  |                         | 23,940    |   |      |   | (24,497   | )    |  |   | 97,968    |  
|Interest expense and other financing costs                                                                                              |  |                         | (26,749   | ) |      |   | (21,834   | )    |  |   | (19,778   | )
|Other income                                                                                                                            |  |                         | 13,332    |   |      |   | 11,843    |      |  |   | 17,520    |  
|                                                                                                                                        |  |                         |           |   |      |   |           |      |  |   |           |  
|Income (loss) before income taxes and minority interest                                                                                 |  |                         | 10,523    |   |      |   | (34,488   | )    |  |   | 95,710    |  
|Income tax provision (benefit)                                                                                                          |  |                         | 4,244     |   |      |   | (71       | )    |  |   | 33,479    |  
|                                                                                                                                        |  |                         |           |   |      |   |           |      |  |   |           |  
|Income (loss) before minority interest                                                                                                  |  |                         | 6,279     |   |      |   | (34,417   | )    |  |   | 62,231    |  
|Minority interest                                                                                                                       |  |                         | 202       |   |      |   | 583       |      |  |   |          |  
|                                                                                                                                        |  |                         |           |   |      |   |           |      |  |   |           |  
|Net income (loss)                                                                                                                       |  | $                       | 6,481     |   |      | $ | (33,834   | )    |  | $ | 62,231    |  
|                                                                                                                                        |  |                         |           |   |      |   |           |      |  |   |           |  
|Earnings (loss) per share:                                                                                                              |  |                         |           |   |      |   |           |      |  |   |           |  
|Basic                                                                                                                                   |  | $                       | 0.44      |   |      | $ | (2.37     | )    |  | $ | 5.78      |  
|Diluted                                                                                                                                 |  | $                       | 0.44      |   |      | $ | (2.37     | )    |  | $ | 5.66      |  
|Weighted average shares (in thousands):                                                                                                 |  |                         |           |   |      |   |           |      |  |   |           |  
|Basic                                                                                                                                   |  |                         | 14,725    |   |      |   | 14,302    |      |  |   | 10,759    |  
|Diluted                                                                                                                                 |  |                         | 14,864    |   |      |   | 14,302    |      |  |   | 11,002    |  

The accompanying notes are an integral part of the consolidated financial statements.



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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

---

(Dollars in thousands)



|                                                                                                                                                   |  |              |           |   |      |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- | - | ---- | - | --------- | -
|                                                                                                                                                   |  | December 31, |          
|                                                                                                                                                   |  | 2006         |           |   | 2005 |  
|Assets                                                                                                                                             |  |              |           |   |      |   |           |  
|Current assets:                                                                                                                                    |  |              |           |   |      |   |           |  
|Cash and cash equivalents                                                                                                                          |  | $            | 21,842    |   |      | $ | 8,863     |  
|Accounts receivables, less allowance for doubtful accounts of $2,882 and $2,594                                                                    |  |              | 138,513   |   |      |   | 132,643   |  
|Inventories                                                                                                                                        |  |              | 212,221   |   |      |   | 166,566   |  
|Prepaid expenses and other current assets                                                                                                          |  |              | 27,911    |   |      |   | 21,732    |  
|                                                                                                                                                   |  |              |           |   |      |   |           |  
|Total current assets                                                                                                                               |  |              | 400,487   |   |      |   | 329,804   |  
|Investment in and advances to affiliates                                                                                                           |  |              | 53,585    |   |      |   | 55,100    |  
|Property, plant and equipment, less accumulated depreciation of $114,813 and $75,977                                                               |  |              | 626,210   |   |      |   | 557,500   |  
|Deferred income tax benefits                                                                                                                       |  |              | 30,537    |   |      |   | 26,264    |  
|Restricted cash                                                                                                                                    |  |              | 2,163     |   |      |   | 13,691    |  
|Intangible assets, less accumulated amortization of $2,136 and $1,795                                                                              |  |              | 255       |   |      |   | 4,725     |  
|Other assets                                                                                                                                       |  |              | 9,308     |   |      |   | 33,164    |  
|                                                                                                                                                   |  |              |           |   |      |   |           |  
|Total assets                                                                                                                                       |  | $            | 1,122,545 |   |      | $ | 1,020,248 |  
|                                                                                                                                                   |  |              |           |   |      |   |           |  
|Liabilities                                                                                                                                        |  |              |           |   |      |   |           |  
|Current liabilities:                                                                                                                               |  |              |           |   |      |   |           |  
|Accounts payable, including book overdrafts of $13,842 and $21,020                                                                                 |  | $            | 99,536    |   |      | $ | 117,821   |  
|Short-term debt                                                                                                                                    |  |              | 110,000   |   |      |   | 17,300    |  
|Payroll and employee benefits payable                                                                                                              |  |              | 34,766    |   |      |   | 41,125    |  
|Accrued income and other taxes                                                                                                                     |  |              | 10,333    |   |      |   | 11,735    |  
|Deferred income taxes payable                                                                                                                      |  |              | 30,537    |   |      |   | 26,264    |  
|Accrued interest and other current liabilities                                                                                                     |  |              | 8,970     |   |      |   | 5,757     |  
|Deferred revenue                                                                                                                                   |  |              | 1,287     |   |      |   | 8,523     |  
|Long-term debt due in one year                                                                                                                     |  |              | 32,119    |   |      |   | 31,357    |  
|                                                                                                                                                   |  |              |           |   |      |   |           |  
|Total current liabilities                                                                                                                          |  |              | 327,548   |   |      |   | 259,882   |  
|Long-term debt, less amount due in one year                                                                                                        |  |              | 254,961   |   |      |   | 284,100   |  
|Employee benefits                                                                                                                                  |  |              | 121,953   |   |      |   | 123,498   |  
|Other liabilities                                                                                                                                  |  |              | 25,600    |   |      |   | 13,030    |  
|                                                                                                                                                   |  |              |           |   |      |   |           |  
|Total liabilities                                                                                                                                  |  |              | 730,062   |   |      |   | 680,510   |  
|                                                                                                                                                   |  |              |           |   |      |   |           |  
|Minority interest                                                                                                                                  |  |              | 106,290   |   |      |   | 74,234    |  
|                                                                                                                                                   |  |              |           |   |      |   |           |  
|Stockholders equity                                                                                                                               |  |              |           |   |      |   |           |  
|Preferred stock - $.001 par value; 20,000,000 shares authorized; no shares issued or outstanding                                                   |  |              |          |   |      |   |          |  
|Common stock - $.01 par value; 80,000,000 shares authorized; 15,274,796 and 14,686,354 shares issued; 15,268,130 and 14,679,688 shares
outstanding |  |              | 153       |   |      |   | 147       |  
|Additional paid-in capital                                                                                                                         |  |              | 289,903   |   |      |   | 276,097   |  
|Accumulated deficit                                                                                                                                |  |              | (4,159    | ) |      |   | (10,640   | )
|Treasury stock, 6,666 shares, at cost                                                                                                              |  |              | (100      | ) |      |   | (100      | )
|Accumulated other comprehensive income                                                                                                             |  |              | 396       |   |      |   |          |  
|                                                                                                                                                   |  |              |           |   |      |   |           |  
|Total stockholders equity                                                                                                                         |  |              | 286,193   |   |      |   | 265,504   |  
|                                                                                                                                                   |  |              |           |   |      |   |           |  
|Total liabilities and stockholders equity                                                                                                         |  | $            | 1,122,545 |   |      | $ | 1,020,248 |  
|                                                                                                                                                   |  |              |           |   |      |   |           |  

The accompanying notes are an integral part of the consolidated financial statements.



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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

---

(Dollars in thousands)



|                                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|---------------------------------------------------------------------------------------------- |  | ----------------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                                               |  | Year Ended December 31, |         
|                                                                                               |  | 2006                    |          |   | 2005 |   |          | 2004 | 
|Cash flow from operating activities                                                            |  |                         |          |   |      |   |          |      |  |   |          |  
|Net income (loss)                                                                              |  | $                       | 6,481    |   |      | $ | (33,834  | )    |  | $ | 62,231   |  
|Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities: |  |                         |          |   |      |   |          |      |  |   |          |  
|Depreciation and amortization expense                                                          |  |                         | 39,496   |   |      |   | 33,984   |      |  |   | 33,433   |  
|VEBA, profit sharing and other stock transactions                                              |  |                         | 11,094   |   |      |   | 3,961    |      |  |   | 22,981   |  
|Other postretirement benefits                                                                  |  |                         | (178     | ) |      |   | (786     | )    |  |   | 3,359    |  
|Deferred compensation and stock options                                                        |  |                         | 2,558    |   |      |   | 3,018    |      |  |   | 2,837    |  
|Interest paid-in-kind                                                                          |  |                         | 940      |   |      |   | 1,803    |      |  |   | 2,384    |  
|Equity income of affiliated companies, net of dividends                                        |  |                         | (43      | ) |      |   | (4,109   | )    |  |   | (11,884  | )
|(Gain) loss on disposition of assets                                                           |  |                         | (397     | ) |      |   | 450      |      |  |   | 361      |  
|Deferred income taxes                                                                          |  |                         | 4,129    |   |      |   |         |      |  |   | 32,505   |  
|Minority interest                                                                              |  |                         | (202     | ) |      |   | (583     | )    |  |   |         |  
|Other                                                                                          |  |                         | 54       |   |      |   | 48       |      |  |   |         |  
|Changes in current assets and current liabilities:                                             |  |                         |          |   |      |   |          |      |  |   |          |  
|Accounts receivable                                                                            |  |                         | (5,870   | ) |      |   | 11,866   |      |  |   | (40,484  | )
|Inventories                                                                                    |  |                         | (45,655  | ) |      |   | (9,897   | )    |  |   | (9,774   | )
|Other current assets                                                                           |  |                         | (6,179   | ) |      |   | 8,221    |      |  |   | (18,370  | )
|Accounts payable                                                                               |  |                         | (11,107  | ) |      |   | 13,261   |      |  |   | 14,118   |  
|Other current liabilities                                                                      |  |                         | (11,886  | ) |      |   | 2,367    |      |  |   | (13,505  | )
|Other assets and other liabilities, net                                                        |  |                         | 7,713    |   |      |   | (18,213  | )    |  |   | (8,167   | )
|                                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash (used in) provided by operating activities                                            |  |                         | (9,052   | ) |      |   | 11,557   |      |  |   | 72,025   |  
|                                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash flow from investing activities                                                            |  |                         |          |   |      |   |          |      |  |   |          |  
|Investment in affiliates                                                                       |  |                         | (517     | ) |      |   |         |      |  |   |         |  
|Payments from affiliates                                                                       |  |                         | 2,075    |   |      |   | 2,025    |      |  |   | 1,725    |  
|Capital expenditures                                                                           |  |                         | (108,994 | ) |      |   | (103,710 | )    |  |   | (132,442 | )
|Change in restricted cash used to fund capital expenditures                                    |  |                         | 11,528   |   |      |   | (1,189   | )    |  |   | 74,636   |  
|Proceeds from sale of assets                                                                   |  |                         | 1,526    |   |      |   | 625      |      |  |   | 28       |  
|                                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash used in investing activities                                                          |  |                         | (94,382  | ) |      |   | (102,249 | )    |  |   | (56,053  | )
|                                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash flow from financing activities                                                            |  |                         |          |   |      |   |          |      |  |   |          |  
|Book overdraft                                                                                 |  |                         | (7,178   | ) |      |   | 12,126   |      |  |   | 2,208    |  
|Net change in short-term debt                                                                  |  |                         | 92,700   |   |      |   | 17,300   |      |  |   | (79,251  | )
|Additions to long-term debt                                                                    |  |                         |         |   |      |   |         |      |  |   | 3,000    |  
|Repayment of long-term debt                                                                    |  |                         | (29,371  | ) |      |   | (21,069  | )    |  |   | (15,195  | )
|Minority interest investment in subsidiary                                                     |  |                         | 60,000   |   |      |   | 60,000   |      |  |   |         |  
|Issuance of common stock, net of issuance costs                                                |  |                         | 262      |   |      |   |         |      |  |   | 99,697   |  
|                                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash provided by financing activities                                                      |  |                         | 116,413  |   |      |   | 68,357   |      |  |   | 10,459   |  
|                                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                                           |  |                         | 12,979   |   |      |   | (22,335  | )    |  |   | 26,431   |  
|Cash and cash equivalents, beginning of year                                                   |  |                         | 8,863    |   |      |   | 31,198   |      |  |   | 4,767    |  
|                                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash and cash equivalents, end of year                                                         |  | $                       | 21,842   |   |      | $ | 8,863    |      |  | $ | 31,198   |  
|                                                                                               |  |                         |          |   |      |   |          |      |  |   |          |  

See Note 21 for supplemental cash flow information

The accompanying notes are an integral part of the consolidated financial statements.



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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders Equity

---

(Dollars in thousands)



|                                                                                       |  |                |   |             |   |                          |  |                              |         |  |               |         |   |                                     |   |       |   |  |   |     |  |   |         |  
|-------------------------------------------------------------------------------------- |  | -------------- | - | ----------- | - | ------------------------ |  | ---------------------------- | ------- |  | ------------- | ------- | - | ----------------------------------- | - | ----- | - |  | - | --- |  | - | ------- | -
|                                                                                       |  | PreferredStock |   | CommonStock |   | AdditionalPaid-inCapital |  | AccumulatedEarnings(Deficit) |         |  | TreasuryStock |         |   | AccumulatedOtherComprehensiveIncome |   | Total |  
|Balance, December 31, 2003                                                             |  | $              |  |             | $ | 100                      |  | $                            | 143,550 |  | $             | (39,037 | ) |                                     | $ |      |   |  | $ |    |  | $ | 104,613 |  
|Net income                                                                             |  |                |  |             |   |                         |  |                              |        |  |               | 62,231  |   |                                     |   |      |   |  |   |    |  |   | 62,231  |  
|Shares issued:                                                                         |  |                |   |             |   |                          |  |                              |         |  |               |         |   |                                     |   |       |   |  |   |     |  |   |         |  
|Public stock offering                                                                  |  |                |  |             |   | 37                       |  |                              | 99,660  |  |               |        |   |                                     |   |      |   |  |   |    |  |   | 99,697  |  
|Employee benefit plans                                                                 |  |                |  |             |   | 7                        |  |                              | 21,220  |  |               |        |   |                                     |   |      |   |  |   |    |  |   | 21,227  |  
|Restricted stock forfeiture                                                            |  |                |  |             |   |                         |  |                              | 60      |  |               |        |   |                                     |   | (60   | ) |  |   |    |  |   |        |  
|Stock-based compensation expense recognized                                            |  |                |  |             |   |                         |  |                              | 2,471   |  |               |        |   |                                     |   |      |   |  |   |    |  |   | 2,471   |  
|Stock option grants                                                                    |  |                |  |             |   |                         |  |                              | 366     |  |               |        |   |                                     |   |      |   |  |   |    |  |   | 366     |  
|                                                                                       |  |                |   |             |   |                          |  |                              |         |  |               |         |   |                                     |   |       |   |  |   |     |  |   |         |  
|Balance, December 31, 2004                                                             |  |                |  |             |   | 144                      |  |                              | 267,327 |  |               | 23,194  |   |                                     |   | (60   | ) |  |   |    |  |   | 290,605 |  
|Net loss                                                                               |  |                |  |             |   |                         |  |                              |        |  |               | (33,834 | ) |                                     |   |      |   |  |   |    |  |   | (33,834 | )
|Shares issued:                                                                         |  |                |   |             |   |                          |  |                              |         |  |               |         |   |                                     |   |       |   |  |   |     |  |   |         |  
|Employee benefit plans                                                                 |  |                |  |             |   | 3                        |  |                              | 5,712   |  |               |        |   |                                     |   |      |   |  |   |    |  |   | 5,715   |  
|Restricted stock forfeiture                                                            |  |                |  |             |   |                         |  |                              | 40      |  |               |        |   |                                     |   | (40   | ) |  |   |    |  |   |        |  
|Compensation expense recognized                                                        |  |                |  |             |   |                         |  |                              | 2,687   |  |               |        |   |                                     |   |      |   |  |   |    |  |   | 2,687   |  
|Stock option grants                                                                    |  |                |  |             |   |                         |  |                              | 331     |  |               |        |   |                                     |   |      |   |  |   |    |  |   | 331     |  
|                                                                                       |  |                |   |             |   |                          |  |                              |         |  |               |         |   |                                     |   |       |   |  |   |     |  |   |         |  
|Balance, December 31, 2005                                                             |  |                |  |             |   | 147                      |  |                              | 276,097 |  |               | (10,640 | ) |                                     |   | (100  | ) |  |   |    |  |   | 265,504 |  
|Net income                                                                             |  |                |  |             |   |                         |  |                              |        |  |               | 6,481   |   |                                     |   |      |   |  |   |    |  |   | 6,481   |  
|Shares issued:                                                                         |  |                |   |             |   |                          |  |                              |         |  |               |         |   |                                     |   |       |   |  |   |     |  |   |         |  
|Employee benefit plans                                                                 |  |                |  |             |   | 6                        |  |                              | 10,986  |  |               |        |   |                                     |   |      |   |  |   |    |  |   | 10,992  |  
|Stock-based compensation expense recognized                                            |  |                |  |             |   |                         |  |                              | 2,232   |  |               |        |   |                                     |   |      |   |  |   |    |  |   | 2,232   |  
|Stock option grants                                                                    |  |                |  |             |   |                         |  |                              | 326     |  |               |        |   |                                     |   |      |   |  |   |    |  |   | 326     |  
|Stock options exercised                                                                |  |                |  |             |   |                         |  |                              | 262     |  |               |        |   |                                     |   |      |   |  |   |    |  |   | 262     |  
|Adjustment to initially apply FASB Statement No. 158, without tax effect (See Note 17) |  |                |  |             |   |                         |  |                              |        |  |               |        |   |                                     |   |      |   |  |   | 396 |  |   | 396     |  
|                                                                                       |  |                |   |             |   |                          |  |                              |         |  |               |         |   |                                     |   |       |   |  |   |     |  |   |         |  
|Balance, December 31, 2006                                                             |  | $              |  |             | $ | 153                      |  | $                            | 289,903 |  | $             | (4,159  | ) |                                     | $ | (100  | ) |  | $ | 396 |  | $ | 286,193 |  
|                                                                                       |  |                |   |             |   |                          |  |                              |         |  |               |         |   |                                     |   |       |   |  |   |     |  |   |         |  

The accompanying notes are an integral part of the consolidated financial statements.



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##### Table of Contents

Notes to Consolidated Financial Statements

---

(Dollars in thousands, except per share and per ton amounts)



|1. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

Nature of Business

Wheeling-Pittsburgh Corporation (the Company) manufactures and sells hot rolled, cold rolled,
galvanized, pre-painted and tin mill sheet products. The Company also manufactures fabricated steel products, including roll-formed corrugated roofing, roof deck, form deck, floor deck, bridgeform and other products used primarily in construction,
highway and agricultural markets.

Bankruptcy and Reorganization

The Company emerged from bankruptcy effective August 1, 2003 and applied fresh start reporting as of July 31, 2003 pursuant to Statement of
Position (SOP) 90-7, Financial Reporting by Entities in Reorganization under the Bankruptcy Code.

Principles of
Consolidation

The consolidated financial statements include the accounts of the Company and all companies more than 50% owned. The
Company also evaluates the consolidation of entities under Financial Accounting Standards Board Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities" (FIN 46(R)) which requires the Company to evaluate
whether an entity is a variable interest entity and whether the Company is the primary beneficiary of the variable interest entity. Pursuant to FIN 46(R), the consolidated financial statements include the accounts of Mountain State Carbon, LLC, an
entity in which the Company has a 50% voting interest (see Note 16).

All material inter-company accounts, balances and transactions have
been eliminated. The Company uses the equity method of accounting to account for investments in unconsolidated companies more than 20% owned. Unrealized profits or losses on sales to unconsolidated companies accounted for using the equity method of
accounting have been eliminated.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and on deposit and highly liquid debt instruments with maturities of three months or less. Cash that is
restricted for use to fund capital expenditures is reflected as a non-current asset. At December 31, 2006, $11,159 in cash and cash equivalents was internally restricted for joint venture activities and was not available for general purposes.

Accounts Receivable

Accounts receivable are stated at net invoice amounts less an allowance for doubtful accounts. The Company provides a specific allowance for doubtful accounts for certain amounts remaining unpaid beyond normal customer payment periods and
provides a general allowance for doubtful accounts based on historical loss experience. All amounts deemed to be uncollectible are charged against the allowance for doubtful accounts in the period in which the determination is made. Bad debt expense
for 2006 and 2005 amounted to $475 and $523, respectively.

Inventory

Inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (LIFO) method for substantially all inventories. At
December 31, 2006 and 2005, approximately 96% and 94%, respectively, of all inventories were valued using the LIFO method. Cost is determined for non-LIFO inventories based on actual cost using the first-in, first-out (FIFO) method.

Property, Plant and Equipment

Property, plant and equipment acquired subsequent to July 31, 2003 is recorded at cost. Property, plant and equipment acquired prior to August 1, 2003, was recorded at fair value as of August 1, 2003 as a result of the
application of fresh start reporting. Depreciation is computed using the straight-line method based on estimated useful lives of 40 years for real property and estimated useful lives ranging from 3 to 30 years for machinery



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##### Table of Contents

and equipment. Betterments and improvements are capitalized. Repairs and maintenance are expensed as incurred. Gains and losses from the sale of property,
plant and equipment are recorded as cost of goods sold. Interest costs incurred to construct property, plant and equipment are capitalized.

The Company periodically evaluates property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is determined based on an
estimate of the expected future undiscounted cash flows of the assets. If the carrying value of the assets exceeds the undiscounted cash flows of the assets, an impairment loss is recognized. The impairment loss is measured as the excess of the
carrying value of the assets over the fair value of the assets. Fair value is estimated using discounted future cash flows and, if available, comparable market values. Considering the Company's integrated operations, asset impairment evaluations are
performed on a group basis, which represents the lowest level of independent cash flows.

Software Costs

Costs incurred for the development or purchase of internal-use software are capitalized and amortized over the useful life of the software, which is
generally five years or less.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective
tax bases. Deferred tax assets, including tax loss and tax credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or
settled. The effect of a change in tax rates is recognized in the period in which enactment occurs. Deferred income tax expense represents the change during the period in deferred tax assets and deferred tax liabilities. The components of deferred
tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.

Under the provisions of SOP 90-7, the benefit of pre-confirmation net
operating loss carryforwards or any benefit resulting from the reversal of a valuation allowance applicable to other deferred tax assets are used first to reduce recorded goodwill, then to reduce other intangible assets and finally to increase
additional paid-in capital (see Note 12).

Intangible Assets

The carrying value of intangible assets with a finite useful life is reviewed for impairment when events or changes in circumstances indicate that the
carrying value of the intangible assets may not be fully recoverable. Recoverability is determined based on an estimate of the expected future undiscounted cash flows of the intangible assets. If the carrying value of the intangible assets exceeds
the undiscounted cash flows of the intangible assets, an impairment loss is recognized. The impairment loss is measured as the excess of the carrying value of the intangible assets over the fair value of the intangible assets. Fair value is
estimated using a discounted cash flow model. The Company has no intangible assets with an indefinite useful life.

Deferred Financing
Costs

Costs incurred to obtain, extend or amend debt obligations are capitalized and amortized over the term of the related obligation.

Pension and Other Postretirement Benefits

The Company maintains a defined benefit pension plan for all salaried employees employed as of January 31, 1998. The Company also maintains defined benefit retiree health care and life insurance plans that
provide benefits for substantially all salaried employees and for hourly employees retiring after October 1, 2003. The net pension and other postretirement benefits obligations recorded and the related periodic benefit costs are based on, among
other things, assumptions of discount rates, estimated returns on plan assets, salary increases, mortality rates and future health care medical trend rates. Actuarial techniques and assumptions are used to estimate these obligations and the related
periodic benefit costs.



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##### Table of Contents

The Company adopted the provisions of Statement of Financial Accounting Standards No. 158 as of
December 31, 2006 (see Note 17).

Asset Retirement Obligations

An asset retirement obligation associated with the retirement of long-lived assets is recognized when a liability is incurred and the fair value of the
liability can be reasonably estimated. If fair value cannot be determined in the period in which the liability is incurred, a liability is recognized when a reasonable estimation of fair value can be made. Fair value is based on quoted market prices
or the best information available in the circumstances.

The Company may incur asset retirement obligations in the event of a permanent
plant shutdown. At December 31, 2006, the Companys plant assets had indeterminate lives and a reasonable estimate of the fair value of associated asset retirement obligations could not be made.

Revenue Recognition

Revenue from the
sale of products is recognized when title, ownership and risk of loss is transferred to the customer, which coincides with the time such products are shipped. Prepayments for products to be delivered in future periods are recorded as deferred
revenue until shipment occurs and title, ownership and risk of loss passes to the customer. Shipping costs billed to customers are recorded as revenues.

Environmental Expenditures

Environmental expenditures relating to existing conditions caused by past
operations that do not contribute to future revenues are expensed. Environmental expenditures that extend the life of related property, increase the value of related property or mitigate or prevent future contamination are capitalized. Liabilities
are recorded on an undiscounted basis when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Accruals for environmental obligations are not reduced by claims, if any, for recoveries from
insurance carriers or other third parties until it is probable that such recoveries will be realized.

Stock-based Payments

The Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004) (FASB No. 123(R)) in 2005 and accounts
for all share-based payment transactions using a fair-value-based measurement method. The Company elected to apply this statement using the modified retrospective method (see Note 5).

Earnings (loss) per Share

Basic
earnings (loss) per share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing
net earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding, adjusted for the dilutive effect of common stock equivalents. In periods where losses are reported, the weighted average number of
common shares outstanding excludes common stock equivalents, as their inclusion would be anti-dilutive.

Use of Estimates

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates and assumptions made.

Concentrations of Credit and Business Risk

The Company is exposed to credit risk in the event of nonpayment by customers,
principally steel service centers, converters and processors and customers in the construction and container industries, substantially all of which are located in the United States. The Company mitigates its exposure to credit risk by performing
on-going credit evaluations and obtaining security as appropriate.

During 2006, 2005 and 2004, the Company had sales to one customer, an
affiliate, which approximated 14.1%, 13.9% and 17.5% of revenue, respectively.



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##### Table of Contents

New Accounting Standards

The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (FASB) No. 158, "Employers' Accounting for Defined
Benefit Plans and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)", in September 2006. FASB No. 158 requires the recognition of the funded status of a benefit plan in the statement of financial
position; requires the recognition of the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic pension cost as a component of other comprehensive income, net of tax;
requires the measurement of defined benefit plan assets and obligations as of the fiscal year-end date; and requires additional footnote disclosure about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed
recognition of gains or losses, prior service costs or credits and the net transition asset or obligation. FASB No. 158 is effective for fiscal years ending after December 15, 2006 except for the requirement to measure defined benefit plan
assets and obligations as of the fiscal year-end date, which is effective for fiscal years ending after December 15, 2008. The Company adopted the provisions of FASB No. 158 for the fiscal year ending December 31, 2006 (See Note 17).

The Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 (SAB 108) in September 2006. SAB 108 provides guidance
for quantifying and evaluating prior year misstatements and for reporting the effects of such misstatements. SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of SAB 108 had no effect on the Companys
financial statements.

The FASB issued FASB No. 157, Fair Value Measurement, in September 2006. FASB No. 157 defines
fair value, established a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FASB No. 157 is effective for fiscal years beginning after November 15, 2007.
The Company does not expect the adoption of this statement to have a material impact on its financial statements.

The FASB issued FASB
Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes, in June 2006. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company has
not yet quantified the effect of FIN 48 on its financial statements.

The FASB issued FASB No. 155, Accounting for Certain Hybrid
Financial Instruments - an Amendment of FASB Statements No. 133 and 140, in February 2006. FASB No. 155 eliminates the exemption from applying FASB No. 133 to interests in securitized financial assets and allows for fair value
measurement at acquisition, at issuance or on re-measurement on an instrument-by-instrument basis in cases in which a derivative would otherwise have to be bifurcated. FASB No. 155 is effective for all financial instruments acquired or issued
after the beginning of an entitys first fiscal year beginning after September 15, 2006. The Company does not expect the adoption of this statement to have a material impact on its financial statements.



|2. | Segments, Geographic Area and Major Customers
|-- | ---------------------------------------------

The
Company is engaged in one line of business and operates in one business segment, the production, processing, fabrication and sale of steel and steel products. The Company has a diverse customer base, substantially all of which is located in the
United States. All of the Companys operating assets are located in the United States.

During 2006, 2005 and 2004, the Company had
sales to one customer, an affiliate, which approximated 14.1%, 13.9% and 17.5% of revenue, respectively.



|3. | Transactions with Affiliates and Related Parties
|-- | ------------------------------------------------

The Company owns 35.7% of the outstanding common stock of Wheeling-Nisshin, Inc. (Wheeling-Nisshin), which is accounted for using the equity method of accounting. The Company had sales to Wheeling-Nisshin of $250,240, $216,697 and $246,679
during 2006, 2005 and 2004, respectively. Management believes that sales to Wheeling-Nisshin are made at prevailing market prices. The Company received dividends from Wheeling-Nisshin of $10,715, $5,000 and $2,500 during 2006, 2005 and 2004,
respectively. At December 31, 2006 and



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##### Table of Contents

2005, the Company had accounts receivable due from Wheeling-Nisshin, Inc. of $1,853 and $3,439, respectively, and had accounts payable to Wheeling-Nisshin of
$147 and $726, respectively.

The Company owns 50% of the outstanding common stock of Ohio Coatings Corporation (OCC), which is accounted
for using the equity method of accounting. The Company had sales to OCC of $78,276, $126,849 and $121,056 during 2006, 2005 and 2004, respectively. Management believes that sales to OCC are made at prevailing market prices. At December 31, 2006
and 2005, the Company had accounts receivable due from OCC of $3,461 and $8,852, respectively. At December 31, 2006 and 2005, the Company has a loan receivable due from OCC of $5,625 and $7,700, respectively, which bears interest at a variable
rate, which currently approximates 7.1%. The Company recorded interest income on the loan receivable of $417, $539 and $546 during 2006, 2005 and 2004, respectively, and received payments on the loan receivable of $2,075, $2,025 and $1,725 during
2006, 2005 and 2004, respectively.

The Company owns 49% of the outstanding common stock of Feralloy-Wheeling Specialty Processing, Co.
(Feralloy), which is accounted for using the equity method of accounting. During 2006, 2005 and 2004, the Company received dividends from Feralloy of $343, $294 and $293, respectively.

During 2006, the Company acquired 50% of the outstanding common stock of Jensen Bridge & Roofing Company, LLC (Jensen Bridge), a joint venture,
that produces and sells corrugated roofing products. The joint venture is accounted for using the equity method of accounting. The Company had sales to Jensen Bridge of $4,751 during 2006. Management believes that sales to Jensen Bridge are made at
prevailing market prices. At December 31, 2006, the Company had accounts receivable due from Jensen Bridge of $1,369.

During 2006,
Esmark Incorporated (Esmark) incurred approximately $1,715 in connection with a proxy contest seeking to elect a new slate of directors at the Companys 2006 annual meeting. Esmark, pursuant to Delaware law, has requested reimbursement of these
costs from the Company. The Company accrued these costs in 2006.



|4. | Insurance Recovery
|-- | ------------------

During February 2007 and during
February and March 2006, the Company received $6,116 and $12,659, respectively, in partial settlement of a business interruption insurance claim relating to an insurable event that occurred in December 2004. Of these amounts, $13,415 was recorded as
a reduction of cost of goods sold during 2006 and $5,360 was recorded as a reduction of cost of goods sold during 2005. Business interruption insurance recoveries are recorded in the period in which a sworn statement of proof of loss is received
from the insurance carriers or the insurance carrier acknowledges an obligation to pay and collectibility is assured.



|5. | Share-Based Payments
|-- | --------------------

The Company adopted SFAS
No. 123 (revised 2004), Share-Based Payment, in the first quarter of 2005 and elected to apply the statement using the modified retrospective method.

Non-vested restricted stock

The Company maintains a non-vested restricted stock plan pursuant to
which it granted 500,000 shares of its common stock to selected key employees on July 31, 2003. These shares vested, subject to forfeiture, in increments of one-third of the total grant to each individual ratably over three years. Of these
shares, 493,334 shares vested and 6,666 shares were forfeited. In March 2005, the Company granted 10,500 shares of common stock to certain employees under its management stock incentive plan, all of which vested during 2006.

The grant date fair value of non-vested restricted stock is measured as being equal to the fair value of the Companys common stock on the date of
grant. The 10,500 shares of non-vested restricted stock granted during 2005 had a grant date fair value of $39.01 per share.



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##### Table of Contents

A summary of activity under these plans as of December 31, 2006 and changes during the year then
ended is as follows:



|                           |  |          |   |  |                                     |      
|-------------------------- |  | -------- | - |  | ----------------------------------- | -----
|                           |  | Shares   |   |  | WeightedAverageGrant DateFair Value
|Balance, December 31, 2005 |  | 174,500  |   |  | $                                   | 16.44
|Granted                    |  |         |   |  |                                     |     
|Forfeited                  |  |         |   |  |                                     |     
|Vested                     |  | (174,500 | ) |  | $                                   | 16.44
|                           |  |          |   |  |                                     |      
|Balance, December 31, 2006 |  |         |   |  | $                                   |     
|                           |  |          |   |  |                                     |      

Compensation expense under these plans is measured as being equal to the fair value of the common
stock issued on the grant date, amortized over the vesting period for each grant. Compensation expense related to these plans amounted to $1,609, $2,687 and $2,471 for 2006, 2005 and 2004, respectively. The total fair value of shares vested during
2006, 2005 and 2004 was $3,317, $3,088 and $4,943, respectively. No shares granted under these plans are subject to retirement eligible provisions.

Stock options

The Company maintains a stock option plan for non-employee directors of the Company pursuant to which it
granted stock options for 22,755, 25,389 and 19,215 shares of its common stock during 2006, 2005 and 2004, respectively, at a weighted average exercise price of $19.74, $16.65 and $21.99 per share, respectively. The options were granted at a price
equal to the average stock price for a five-day period ending on the date of grant, vest upon receipt, are exercisable at the option of the holder and lapse ten years from the date of grant. If a non-employee director of the Company terminates
association with the Company, outstanding stock options are exercisable within 90 days from the date of such termination. During 2006, proceeds of $262 were received from the exercise of 28,965 stock options. No stock options were exercised during
2005 and 2004.

The grant date fair value of stock options granted under the plan is estimated using the Black-Scholes pricing model. The
weighted average grant date fair value for stock options granted during 2006, 2005 and 2004 was $14.34, $13.04 and $19.05 per option, respectively, determined using the following assumptions:



|                                |  |                         |   |  |       |   |  |       |  
|------------------------------- |  | ----------------------- | - |  | ----- | - |  | ----- | -
|                                |  | Year Ended December 31, |  
|                                |  | 2006                    |   |  | 2005  |   |  | 2004  |  
|Average risk-free interest rate |  | 4.93                    | % |  | 4.38  | % |  | 3.41  | %
|Expected dividend yield         |  | 0.00                    | % |  | 0.00  | % |  | 0.00  | %
|Expected volatility             |  | 81.57                   | % |  | 83.32 | % |  | 88.27 | %
|Expected life (years)           |  | 5                       |   |  | 5     |   |  | 5     |  

The Company previously used a ten-year expected life assumption relative to stock options, which
was equal to the term of the stock options issued. During 2006, the Company changed this expected life assumption to five years, which is a simple average of the vesting period and the term of the stock options issued. The effect of this change on
previously reported amounts was not material.



14



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##### Table of Contents

A summary of activity under this plan as of December 31, 2006 and changes during the year then ended
is as follows:



|                               |  |         |   |  |                               |       |   |                         |   |   
|------------------------------ |  | ------- | - |  | ----------------------------- | ----- | - | ----------------------- | - | --
|                               |  | Shares  |   |  | Weighted-AverageExercisePrice |       |   | AggregateIntrinsicValue
|Oustanding, December 31, 2005  |  | 62,397  |   |  | $                             | 15.53 |   |                         |   |   
|Granted                        |  | 22,755  |   |  |                               | 19.74 |   |                         |   |   
|Exercised                      |  | (28,965 | ) |  |                               | (9.03 | ) |                         |   |   
|Expired                        |  |        |   |  |                               |      |   |                         |   |   
|                               |  |         |   |  |                               |       |   |                         |   |   
|Outstanding, December 31, 2006 |  | 56,187  |   |  | $                             | 20.58 |   |                         |   |   
|                               |  |         |   |  |                               |       |   |                         |   |   
|Exercisable, December 31, 2006 |  | 56,187  |   |  | $                             | 20.58 |   |                         | $ | 90
|                               |  |         |   |  |                               |       |   |                         |   |   

Compensation expense under this plan is equal to the fair value of the stock options granted on the
grant date. Compensation expense relative to stock options amounted to $326, $331 and $366 for 2006, 2005 and 2004, respectively.

Stock
unit awards

During 2006, the Company granted 316,998 stock unit service awards and 103,339 stock unit performance awards to certain
employees under its management stock incentive plan, as amended. During 2006, 80,966 stock unit service awards and 57,310 stock unit performance awards were forfeited. Stock unit service awards will vest to each individual based solely on service,
subject to forfeiture, in amounts equal to 18,996, 30,680 and 15,356 on March 31, 2007, 2008 and 2009, respectively, and 56,997, 57,000 and 57,003 on December 19, 2007, 2008 and 2009, respectively. Stock unit performance awards will vest
to each individual in full, subject to forfeiture, on March 31, 2009, based on a combination of service and market performance. In general, market performance will be determined based on a comparison of the annualized total shareholder return
of the Company's stock, as defined by the plan, as compared to the percentage increase in the Dow Jones US Steel Index over the three-year period ending December 31, 2008. Based on market performance as measured against predetermined targets,
as defined by the plan, all, a portion or none of these stock unit performance awards may vest to each individual on March 31, 2009. Each stock unit award is equivalent to one share of common stock of the Company. The Company, at its sole
discretion, has the option of settling stock unit awards in cash or by issuing common stock or a combination of both. No stock unit awards granted under the plan vested during 2006. No stock unit awards granted under this plan are subject to
retirement eligible provisions.

The grant date fair value of stock unit service awards is measured as being equal to the fair value of the
Company's common stock on the date of grant. The weighted average grant date fair value of stock unit service awards granted during 2006 was $18.41 per stock unit service award. The grant date fair value of stock unit performance awards is estimated
using a lattice-based valuation model. The grant date fair value of stock unit performance awards granted during 2006 was $21.67 per stock unit performance award, determined using the following assumptions:



|                                |  |       |  
|------------------------------- |  | ----- | -
|Average risk-free interest rate |  | 4.80  | %
|Expected dividend yield         |  | 0.00  | %
|Expected volatility             |  | 68.00 | %
|Expected life (years)           |  | 3     |  
|Expected turnover rate          |  | 10.00 | %



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##### Table of Contents

A summary of activity under this plan as of December 31, 2006 and changes during the year then ended
is as follows:



|                           |  |              |   |  |                                     |      
|-------------------------- |  | ------------ | - |  | ----------------------------------- | -----
|                           |  | Units/Shares |   |  | WeightedAverageGrant DateFair Value
|Balance, December 31, 2005 |  |             |   |  | $                                   |     
|Granted                    |  | 420,337      |   |  |                                     | 19.21
|Forfeited                  |  | (138,276     | ) |  |                                     | 20.02
|Vested                     |  |             |   |  | $                                   |     
|                           |  |              |   |  |                                     |      
|Balance, December 31, 2006 |  | 282,061      |   |  | $                                   | 18.82
|                           |  |              |   |  |                                     |      

Compensation expense for stock unit awards is equal to the grant date fair value of the stock unit
awards, amortized over the requisite service period for the entire award, using the straight-line method. Compensation expense relative to stock unit awards amounted to $623 for 2006. At December 31, 2006, deferred compensation expense relative
to stock unit awards amounted to $4,684. This amount will be amortized to expense over the requisite service period through December 2009.

The Company authorized and issued 500,000 shares of restricted stock under its non-vested restricted stock plan of which 6,666 shares were forfeited and remain available for issuance under the plan. The Company authorized 1,000,000 shares
of common stock for issuance under its management stock incentive plan. At December 31, 2006, 10,500 restricted shares of common stock had been issued under the management stock incentive plan, 56,187 options to acquire shares of common stock
were outstanding under the plan and 282,061 stock unit awards were outstanding under the plan.



|6. | Interest Expense and Other Financing Costs
|-- | ------------------------------------------



|                                           |  |                         |        |   |      |   |        |      |  |   |        |  
|------------------------------------------ |  | ----------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                           |  | Year Ended December 31, |       
|                                           |  | 2006                    |        |   | 2005 |   |        | 2004 | 
|Interest incurred                          |  | $                       | 26,861 |   |      | $ | 19,729 |      |  | $ | 18,933 |  
|Less interest capitalized                  |  |                         | (4,583 | ) |      |   | (2,946 | )    |  |   | (4,050 | )
|                                           |  |                         |        |   |      |   |        |      |  |   |        |  
|Net interest                               |  |                         | 22,278 |   |      |   | 16,783 |      |  |   | 14,883 |  
|Amortization of deferred financing costs   |  |                         | 4,471  |   |      |   | 5,051  |      |  |   | 4,895  |  
|                                           |  |                         |        |   |      |   |        |      |  |   |        |  
|Interest expense and other financing costs |  | $                       | 26,749 |   |      | $ | 21,834 |      |  | $ | 19,778 |  
|                                           |  |                         |        |   |      |   |        |      |  |   |        |  



|7. | Other Income
|-- | ------------



|                               |  |                         |        |      |   |        |  |   |       
|------------------------------ |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------
|                               |  | Year Ended December 31,
|                               |  | 2006                    |        | 2005 |   | 2004  
|Equity income in affiliates    |  | $                       | 11,101 |      | $ | 9,403  |  | $ | 14,677
|Interest and investment income |  |                         | 1,811  |      |   | 914    |  |   | 1,226 
|Other                          |  |                         | 420    |      |   | 1,526  |  |   | 1,617 
|                               |  |                         |        |      |   |        |  |   |       
|Total                          |  | $                       | 13,332 |      | $ | 11,843 |  | $ | 17,520
|                               |  |                         |        |      |   |        |  |   |       



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##### Table of Contents

|8. | Earnings (Loss) Per Share
|-- | -------------------------

For the years ended
December 31, 2006, 2005 and 2004, a reconciliation of the numerator and denominator for the calculation of basic and diluted earnings (loss) per share is as follows:



|                                                          |  |                         |        |      |   |         |      |  |   |       
|--------------------------------------------------------- |  | ----------------------- | ------ | ---- | - | ------- | ---- |  | - | ------
|                                                          |  | Year Ended December 31,
|                                                          |  | 2006                    |        | 2005 |   |         | 2004
|Income (loss) available to common stockholders            |  | $                       | 6,481  |      | $ | (33,834 | )    |  | $ | 62,231
|                                                          |  |                         |        |      |   |         |      |  |   |       
|Weighed-average basic shares outstanding (in thousands)   |  |                         | 14,725 |      |   | 14,302  |      |  |   | 10,759
|Dilutive effect of (in thousands)+A1:                     |  |                         |        |      |   |         |      |  |   |       
|Non-vested restricted common stock                        |  |                         | 75     |      |   |        |      |  |   | 228   
|Stock options                                             |  |                         | 14     |      |   |        |      |  |   | 15    
|Stock unit awards                                         |  |                         | 50     |      |   |        |      |  |   |      
|                                                          |  |                         |        |      |   |         |      |  |   |       
|Weighed-average diluted shares outstanding (in thousands) |  |                         | 14,864 |      |   | 14,302  |      |  |   | 11,002
|                                                          |  |                         |        |      |   |         |      |  |   |       
|Basic earnings (loss) per share                           |  | $                       | 0.44   |      | $ | (2.37   | )    |  | $ | 5.78  
|Diluted earnings (loss) per share                         |  | $                       | 0.44   |      | $ | (2.37   | )    |  | $ | 5.66  

For the years ended December 31, 2006 and 2005, stock options for 30,212 and 62,397 shares of
common stock at a weighted average exercise price of $24.90 and $15.53, respectively, were excluded from the computation of diluted earnings per share as their effect was anti-dilutive. For the year ended December 31, 2005, 341,167 shares of
non-vested restricted common stock were excluded from the computation of diluted earnings per share as their effect was anti-dilutive.



|9. | Inventories
|-- | -----------



|                                           |  |              |          |   |      |   |         |  
|------------------------------------------ |  | ------------ | -------- | - | ---- | - | ------- | -
|                                           |  | December 31, |         
|                                           |  | 2006         |          |   | 2005 |  
|Raw materials                              |  | $            | 44,189   |   |      | $ | 49,193  |  
|In-process                                 |  |              | 212,315  |   |      |   | 155,860 |  
|Finished products                          |  |              | 58,606   |   |      |   | 28,870  |  
|Other materials and supplies               |  |              | 46       |   |      |   | 152     |  
|                                           |  |              |          |   |      |   |         |  
|Total current cost                         |  |              | 315,156  |   |      |   | 234,075 |  
|Excess of current cost over carrying value |  |              | (102,935 | ) |      |   | (67,509 | )
|                                           |  |              |          |   |      |   |         |  
|Total carrying value                       |  | $            | 212,221  |   |      | $ | 166,566 |  
|                                           |  |              |          |   |      |   |         |  

During 2006, 2005, 2004, certain inventory quantities were reduced, resulting in liquidations of
LIFO inventories carried at costs prevailing in prior periods. The effect was to increase income by $2,647, $5,170 and $2,139, respectively.



|10. | Investment in and Advances to Affiliates
|--- | ----------------------------------------

The
Company owns 35.7% of the outstanding common stock of Wheeling-Nisshin, 50% of the outstanding common stock of OCC, 49% of the outstanding common stock of Feralloy-Wheeling Specialty Processing, Co. and a 50% interest in Jensen Bridge, all of which
are accounted for using the equity method of accounting. The carrying value of the Company's investment in affiliates was $47,960 and $47,400 at December 31, 2006 and 2005, respectively.

As a result of the application of fresh start reporting, the Company restated its investment in affiliates to fair value as July 31, 2003. At
December 31, 2006, the Company's interest in the net assets of its affiliates accounted for using the equity method of accounting amounted to $61,471, which exceeded the carrying value of the Company's investment in affiliates by $13,511. This
amount is being amortized to income over a 10-year period, which represents the estimated remaining useful life of the long-lived assets of the affiliates as of July 31, 2003.



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##### Table of Contents

The Company has a loan receivable due from OCC, which bears interest at a variable rate, which currently
approximates 7.1%. The loan receivable due from OCC was $5,625 and $7,700 at December 31, 2006 and 2005, respectively.



|11. | Property, Plant and Equipment
|--- | -----------------------------



|                                               |  |              |          |   |      |   |         |  
|---------------------------------------------- |  | ------------ | -------- | - | ---- | - | ------- | -
|                                               |  | December 31, |         
|                                               |  | 2006         |          |   | 2005 |  
|Land, land improvements and mineral rights     |  | $            | 11,403   |   |      | $ | 8,608   |  
|Buildings                                      |  |              | 29,105   |   |      |   | 21,717  |  
|Machinery and equipment                        |  |              | 584,480  |   |      |   | 458,158 |  
|Construction in progress                       |  |              | 116,035  |   |      |   | 144,994 |  
|                                               |  |              |          |   |      |   |         |  
|Total                                          |  |              | 741,023  |   |      |   | 633,477 |  
|Less accumulated depreciation and amortization |  |              | (114,813 | ) |      |   | (75,977 | )
|                                               |  |              |          |   |      |   |         |  
|Net                                            |  | $            | 626,210  |   |      | $ | 557,500 |  
|                                               |  |              |          |   |      |   |         |  

Property, plant and equipment included gross assets acquired under capital leases of $2,920 at
December 31, 2006 and 2005. Related amortization included in accumulated depreciation and amortization was $233 and $158 at December 31, 2006 and 2005, respectively. Amortization of assets under capital leases is included in depreciation
expense. At December 31, 2006, the net book value of idled equipment included in property, plant and equipment was $3,450.



|12. | Intangible Assets
|--- | -----------------

Intangible assets represents the
estimated fair value of steel supply contracts with Wheeling-Nisshin and OCC, which were recorded as a result of the application of fresh start reporting as of July 31, 2003. These intangible assets were being amortized over the term of the
steel supply contracts, one of which expires in 2012 and the other in 2013, using the straight-line method. No residual value was assigned to these contracts. The Company recorded amortization expense of $341, $449 and $923 in 2006, 2005 and 2004,
respectively.

Under the provisions of SOP 90-7 and FASB 109, either pre-confirmation net operating loss carryforwards or benefits resulting
from the reversal of a valuation allowance applicable to other deferred tax assets are used first to reduce goodwill, then to reduce other intangible assets, and finally as a credit to additional paid-in capital. During 2006 and 2005, other
intangible assets was reduced by $4,129 and $2,979, respectively, representing the tax benefit from the utilization of pre-confirmation net operating loss carryforwards and deferred tax assets for which a full valuation allowance has been provided.



|13. | Short-Term Debt
|--- | ---------------

On July 8, 2005, the Company
entered into an amended and restated $225,000 revolving credit agreement, which matures on July 8, 2009. This new revolving credit facility amended and restated the Company's $225,000 revolving credit agreement entered into in August 2003,
which was scheduled to mature on August 1, 2006. At December 31, 2006 and 2005, $110,000 and $17,300 was outstanding under the revolving credit facility, respectively.

The revolving credit facility requires the Company to maintain minimum borrowing availability of $50,000 at all times or to comply with a minimum fixed
charge coverage ratio if borrowing availability under the revolving credit facility falls below $50,000 at any point in time. If an event of default occurs under the Companys $250,000 senior secured term loan, such event will constitute an
event of default under the Companys amended and restated revolving credit agreement. Additionally, if an event of default results in acceleration of the Companys term loan or revolving credit agreement, such event would also result in
the acceleration of substantially all of the Companys other indebtedness pursuant to cross-default or cross-acceleration provisions. The Company is restricted from paying any cash dividends under the terms of the revolving credit agreement.

On March 16, 2007, the revolving credit agreement was amended to allow the Company to access collateral in excess of the $225,000
commitment under the facility. If the minimum fixed charge coverage ratio is not met



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##### Table of Contents

by the Company at the end of any quarter and excess collateral, as defined by the agreement, is available, the Company will be able to access up to $45,000
of such excess collateral over and above the $225,000 commitment amount and the Company will be required to maintain at least $50,000 of borrowing availability at all times. Provided that sufficient collateral will support such borrowings, the
Company will be permitted to borrow up to $220,000 under the facility. The incremental amount of borrowing availability of up to $45,000 will decrease by $5,000 each quarter commencing with the fourth quarter of 2007 through the second quarter of
2008, and will be limited, thereafter, to up to $25,000 through, but not beyond, November 1, 2008. On this date and thereafter, the previous requirement that the Company maintain minimum borrowing availability of $50,000 at all times without
access to collateral beyond the $225,000 million amount of the facility, or to maintain a minimum fixed charge coverage ratio, will again be applicable.

Borrowing availability under the revolving credit facility is based on eligible accounts receivable and inventory amounts, as defined by the revolving credit facility. Borrowing availability is reduced by amounts
outstanding under the revolving credit facility and by outstanding letters of credit. Interest on borrowings under the revolving credit facility is payable monthly and is calculated based on LIBOR or the prime rate using spreads based on borrowing
availability, as defined by the revolving credit facility. The average rate of interest on amounts outstanding under the revolving credit facility during 2006, 2005 and 2004 approximated 7.9%, 6.3% and 4.9%, respectively. Amounts outstanding under
the revolving credit facility are collateralized by a first lien on accounts receivable and inventory and a third lien on other tangible and intangible assets and investments in affiliates.

Due to certain mandatory lockbox requirements and other provisions under the revolving credit agreement, amounts outstanding under the revolving credit
facility have been classified as a short-term obligation in accordance with the provisions of EITF 95-22.



|14. | Long-Term Debt
|--- | --------------



|                                          |  |              |         |      |   |        
|----------------------------------------- |  | ------------ | ------- | ---- | - | -------
|                                          |  | December 31,
|                                          |  | 2006         |         | 2005
|Senior secured term loan                  |  | $            | 193,650 |      | $ | 218,650
|Series A secured notes                    |  |              | 40,985  |      |   | 41,681 
|Series B secured notes                    |  |              | 23,266  |      |   | 22,661 
|Unsecured 6% note                         |  |              | 11,506  |      |   | 11,171 
|West Virginia Department of Development   |  |              | 6,539   |      |   | 6,539  
|Ohio Department of Development            |  |              | 2,000   |      |   | 3,985  
|Industrial revenue bonds (capital leases) |  |              | 5,440   |      |   | 6,190  
|Other, including a capital lease          |  |              | 3,694   |      |   | 4,580  
|                                          |  |              |         |      |   |        
|Total                                     |  |              | 287,080 |      |   | 315,457
|Less amount due in one year               |  |              | 32,119  |      |   | 31,357 
|                                          |  |              |         |      |   |        
|Long-term debt due after one year         |  | $            | 254,961 |      | $ | 284,100
|                                          |  |              |         |      |   |        

Assuming repayment of the senior secured term loan in 2008 and without consideration of future
prepayments that may be required based on excess cash flow calculations under certain debt obligations, long-term debt matures as follows:



|           |  |   |        
|---------- |  | - | -------
|2007       |  | $ | 32,119 
|2008       |  |   | 176,535
|2009       |  |   | 1,543  
|2010       |  |   | 24,811 
|2011       |  |   | 49,657 
|After 2011 |  |   | 2,415  
|           |  |   |        
|Total      |  | $ | 287,080
|           |  |   |        



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##### Table of Contents

$250,000 senior secured term loan

On August 1, 2003, WPSC entered into a $250,000 senior secured term loan agreement. The term loan agreement matures on August 1, 2014. However,
if the administrative agent under the loan is unable or unwilling to re-offer certain tranches of the term loan agreement as of November 1, 2008, the maturity date for each tranche of the term loan agreement will occur on November 1, 2008.
The term loan agreement is collateralized by a first lien on tangible and intangible assets and investments in affiliates and a second lien on accounts receivable and inventory.

The term loan agreement is payable in quarterly installments of $6,250. Additional prepayments are due under the term loan agreement on a quarterly basis
equal to 50% of excess cash flow, as defined by the term loan agreement. Interest on borrowings under the term loan agreement is payable monthly and is calculated based on LIBOR or the prime rate using spreads defined by the term loan agreement. The
average rate of interest on amounts outstanding under the term loan agreement during 2006, 2005 and 2004 approximated 6.3%, 4.5% and 3.5%, respectively.

The term loan agreement is subject to various financial covenants, including fixed charge, leverage and interest coverage ratios. On March 10, 2006, the Company reached agreement with both the lenders under the
term loan agreement and the Emergency Steel Loan Guarantee Board (the Loan Board), the Federal loan guarantor, to waive compliance with the leverage, interest coverage and fixed charge coverage ratios under the term loan agreement through the
quarter ending June 30, 2007. As a result, through March 16, 2007, the term loan amendment required the Company to maintain minimum borrowing availability of at least $50,000 under its revolving credit facility at all times or to comply
with a minimum fixed charge coverage ratio if borrowing availability under the revolving credit facility fell below $50,000.

Effective
March 16, 2007, the term loan agreement was amended to waive compliance with the requirement to maintain minimum borrowing availability of $50,000 at all times or to maintain a minimum fixed charge coverage ratio. The agreement was further
amended to eliminate the leverage and interest coverage ratios for the duration of the agreement. In place of these covenants, a standalone fixed charge coverage ratio will take effect for the second quarter of 2008 and thereafter. To effect the
amendment, the Company agreed to use the proceeds from the issuance of $50,000 of convertible debt to make a principal prepayment of $37,500 under its term loan agreement, representing satisfaction of the next six quarterly principal payments due
under the term loan agreement and to use the remaining proceeds for general corporate purposes. The Company also agreed to amend the existing $12,500 standby letter of credit, previously posted in favor of the term loan lenders, to $11,000 to cover
interest payment obligations to April 1, 2007. The letter of credit will decline as such interest payments are made. The term loan lenders and Loan Board also agreed to waive the excess cash flow mandatory repayment provisions of the agreement.
The amendment also provides authorization for us to merge with Esmark. As part of the amendment, we also agreed, subject to consummation of the merger with Esmark, to repay or refinance the term loan in full on the later of April 1, 2008 or the
date of such consummation and to release the Loan Board of any further obligation under the Federal guarantee as well as the West Virginia Housing Development Fund, the State guarantor, of any further obligation under the state guarantee. In the
event that the merger with Esmark is not consummated, we agreed to change the final maturity date of the loan from August 1, 2014 to August 1, 2010.

$40,000 Series A secured notes

On August 1, 2003, the Company issued Series A secured notes in
the aggregate amount of $40,000. The Series A secured notes mature on August 1, 2011. The Series A secured notes are collateralized by a second lien on tangible and intangible assets and investments in affiliates and a third lien on accounts
receivable and inventory.

The Series A secured notes have no fixed repayment schedule. Mandatory redemptions are required based on excess
cash flow, as defined by the Series A secured notes. The Series A secured notes bear interest at a rate of 5% through July 31, 2008 and 8% thereafter. Interest is payable in June and December of each year. In the event that distributions from
Wheeling-Nisshin, Inc. and Ohio Coatings Company (affiliates of the Company) are not adequate to pay interest on the Series A secured notes when due, the Company is required to pay interest in-kind at rates set forth in the Series A secured notes.



20



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##### Table of Contents

$20,000 Series B secured notes

On August 1, 2003, WPSC issued Series B secured notes in the aggregate amount of $20,000. The Series B secured notes mature on August 1, 2010.
The Series B secured notes are collateralized by a fourth lien on tangible and intangible assets and investments in affiliates and a fourth lien on accounts receivable and inventory.

The Series B secured notes have no fixed repayment schedule. Prepayments are required based on excess cash flow, as defined by the Series B secured notes.
The Series B secured notes bear interest at a rate of 6%. Interest is payable in June and December of each year. In the event that excess cash flow, as defined by the Series B secured notes, is insufficient to pay interest due on the Series B
secured notes, the Company is required to pay interest in-kind at rates set forth in the Series B secured notes.

$10,000 unsecured note

On August 1, 2003, the Company issued an unsecured note in the aggregate principal amount of $10,000. The unsecured note matures
in 2011. The unsecured note is subordinated in right of payment to the revolving credit agreements, the term loan agreement and the Series A and B secured notes.

The unsecured note has no fixed repayment schedule. The unsecured note bears interest at 6%. Interest is payable in June and December of each year. If cash interest is not paid, the Company is required to pay interest
in-kind.

West Virginia and Ohio Departments of Development

The Company has a five-year term loan agreement with the West Virginia Department of Development that matures August 1, 2008. The term loan bears
interest at LIBOR plus 3.125%, with such rate being reset annually. Interest is payable quarterly.

The Company has a loan agreement with
the Ohio Department of Development that, as amended, was scheduled to mature in December 2006. The Company reached a tentative agreement with the Ohio Department of Development to extend the maturity date of the loan agreement to as late as January
2008. The loan bears interest at a rate of 3%, which is payable monthly.

Industrial revenue bonds - capital leases

Amounts due under industrial revenue bonds issued by the State of Virginia are payable in annual installments ranging from $300 in 2007 to $480 in 2014.
The bonds bear interest at a rate of 7%, payable semi-annually. Amounts due under the obligations are collateralized by certain real property.

Amounts due under industrial revenue bonds issued by the State of Nevada are payable in annual installments ranging from $225 in 2007 to $380 in 2014. The bonds bear interest at a rate of 8%, payable semi-annually. Amounts due under the
obligations are collateralized by certain real property.

Other, including a capital lease

The Company has certain other obligations outstanding that are payable in various installments ranging from $21 per month to $300 semi-annually, with
interest rates ranging from 6.1% to 9.0% and maturities ranging from June 2007 through January 2011.



|15. | Leases
|--- | ------

The Company leases certain equipment under
operating lease agreements. Lease expense for 2006, 2005 and 2004 amounted to $10,101, $10,271 and $10,596, respectively. Under long-term operating leases, minimum lease payments are $3,925 for 2007, $3,507 for 2008, $3,254 for 2009, $2,811 for
2010, $2,497 for 2011 and $5,148 thereafter.



21



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##### Table of Contents

|16. | Variable Interest Entity
|--- | ------------------------

On September 29,
2005, the Company and SNA Carbon, LLC (SNA Carbon) entered into an Amended and Restated Limited Liability Company Agreement of Mountain State Carbon, LLC, a limited liability company (a joint venture) formed to own and refurbish the coke plant
facility contributed to it by the Company and to produce and sell metallurgical coke to and for the benefit of both parties. Upon formation of the joint venture, each party received a 50% voting interest in the joint venture.

In general, all coke produced by the joint venture will be sold to each party at the cost incurred by the joint venture to produce coke, excluding
demolition costs, plus 5%. Pursuant to coke supply agreements between the parties and the joint venture, the Company acquired over 60% of all of the coke produced by the joint venture from inception through December 31, 2006. Each party will
acquire 50% of all coke produced by the joint venture for all periods thereafter. Due to the disproportionate sale of coke by the joint venture from inception through December 31, 2006, the Company has been identified as the primary beneficiary
of the joint venture in accordance with the provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.

At December 31, 2006 and 2005, the net assets of the joint venture included in the consolidated balance sheet of the Company were as follows:



|                                   |  |              |         |      |   |        
|---------------------------------- |  | ------------ | ------- | ---- | - | -------
|                                   |  | December 31,
|                                   |  | 2006         |         | 2005
|Cash and cash equivalents          |  | $            | 11,159  |      | $ | 3,629  
|Accounts receivable                |  |              | 8,256   |      |   | 962    
|Inventory                          |  |              | 8,636   |      |   | 10,120 
|Other current assets               |  |              | 1,589   |      |   | 2,282  
|                                   |  |              |         |      |   |        
|Total current assets               |  |              | 29,640  |      |   | 16,993 
|Restricted cash                    |  |              | 2,163   |      |   | 13,691 
|Property, plant and equipment, net |  |              | 172,248 |      |   | 99,595 
|Other assets                       |  |              |        |      |   | 15,617 
|                                   |  |              |         |      |   |        
|Total                              |  |              | 204,051 |      |   | 145,896
|                                   |  |              |         |      |   |        
|Accounts payable                   |  |              | 23,576  |      |   | 21,986 
|Other current liabilities          |  |              | 1,619   |      |   | 119    
|Other liabilities                  |  |              | 13,130  |      |   | 86     
|Minority interest                  |  |              | 106,290 |      |   | 74,234 
|                                   |  |              |         |      |   |        
|Total                              |  |              | 144,615 |      |   | 96,425 
|                                   |  |              |         |      |   |        
|Net assets                         |  | $            | 59,436  |      | $ | 49,471 
|                                   |  |              |         |      |   |        

Results of operations of the joint venture included in the consolidated results of operations of
the Company for 2006 and from September 29, 2005 (date of inception) through December 31, 2005 were as follows:



|                                                                                       |  |                            |         |   |                                      |   |       |  
|-------------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------------------ | - | ----- | -
|                                                                                       |  | Year EndedDecember 31,2006 |         |   | September 29,2005 toDecember 31,2005 |  
|Net sales                                                                              |  | $                          | 57,687  |   |                                      | $ | 1,032 |  
|Cost of goods sold                                                                     |  |                            | (45,401 | ) |                                      |   | (471  | )
|Depreciation and amortization expense, excluding depreciation and amortization expense |  |                            | (4,616  | ) |                                      |   | (588  | )
|Selling, general and administrative expense                                            |  |                            | (6,084  | ) |                                      |   | (839  | )
|                                                                                       |  |                            |         |   |                                      |   |       |  
|Operating income (loss)                                                                |  |                            | 1,586   |   |                                      |   | (866  | )
|Interest income, net                                                                   |  |                            | 1,146   |   |                                      |   | 224   |  
|                                                                                       |  |                            |         |   |                                      |   |       |  
|Income (loss) before minority interest                                                 |  | $                          | 2,732   |   |                                      | $ | (642  | )
|                                                                                       |  |                            |         |   |                                      |   |       |  



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##### Table of Contents

All intercompany accounts, balances and transactions have been eliminated. The minority interest
reflected in the Company's consolidated balance sheet reflects SNA Carbon's share of the estimated fair value of the net assets of the joint venture, based on voting interest. This amount was less than the carrying cost of its investment by $12,925
at December 31, 2006 and exceeded the carrying cost of its investment by $14,817 at December 31, 2005. These amounts were included in other liabilities and other assets at December 31, 2006 and 2005, respectively.

At December 31, 2006, the joint venture had no third party debt outstanding. No consolidated assets of the Company were pledged as collateral for any
joint venture obligations. The general creditors of the joint venture had no recourse to the general credit of the Company.



|17. | Pension and Other Postretirement and Postemployment Benefits
|--- | ------------------------------------------------------------

All of the Companys defined benefit pension plans in effect in 1998 were merged into plans maintained by a subsidiary of WHX Corporation (the Companys former parent) during 1998. As a result of the
Company's reorganization, effective August 1, 2003, all of these defined benefit pension plans were frozen. The Company has no remaining obligation under any of these plans.

Pension and Other Postretirement Plans

Effective August 1, 2003, the Company adopted a supplemental defined benefit pension plan for all salaried employees employed as of January 31, 1998, which provides a guaranteed minimum benefit based on years of service and
compensation. The total benefit payable under this plan is offset by the employees account balance in a salaried defined contribution pension plan, the employees accrued benefit payable by the Pension Benefit Guaranty Corporation related
to a defined pension benefit plan terminated in 1985 and the employees accrued benefit payable as of July 31, 2003 under a plan sponsored by WHX Corporation.

Upon emergence from bankruptcy and pursuant to the collective bargaining agreement with the USW, the Company agreed to provide enhanced benefits to up to 650 union employees who were retirement eligible, and who
elected to retire under a job buyout program offered by the Company. Under terms of the plan, individuals electing to retire under the job buyout program were entitled to receive a benefit of $40 payable in equal installments until the individual
reached the age of 62 or for a period of two years, whichever was longer. Benefits under the job buyout program are paid by the Company through its defined benefit pension plan. As a result, it was determined that obligations under this plan should
be included in and disclosed as a part of the defined benefit pension plan as of December 31, 2005. Previously, the Company reported all obligations owing under this plan in the balance sheet as employee benefits payable.

The Company maintains health care and life insurance benefit plans for retired salaried employees and for hourly employees retiring after October 1,
2003. Hourly employees who retired prior to October 1, 2003 are provided similar benefits under a Voluntary Employee Benefits Association (VEBA) trust (See Note 18). In general, these plans pay a percentage of medical costs, reduced by
deductibles and other coverages. The Company has an agreement with the USW to limit or cap the per capita cost of benefits to be paid for periods subsequent to February 1, 2009 at the per capita cost incurred during the twelve-month period
ending January 1, 2009.

The Companys health care and life insurance benefit plans for retired employees provides prescription
drug benefits. At December 31, 2004, a determination as to whether the Company's prescription drug benefit plan was actuarially equivalent of benefits provided under Medicare part D could not be made, pending issuance of final guidance on
making such a determination. During 2005, based on final guidance, a determination was made that the Company's prescription drug benefit plan was actuarially equivalent to the prescription drug benefits under Medicare Part D. As a result, the
Company will qualify for a Federal subsidy relative to its prescription drug benefit plan. The effect of this subsidy was to reduce the accumulated postretirement benefit obligation by $12,778 at December 31, 2005 and to reduce the net periodic
benefit cost for postretirement benefits by $1,910 for the year ended December 31, 2005.

The Company uses a December 31
measurement date for all benefit plans.



23



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##### Table of Contents

Benefit obligation and funded status

The benefit obligation, change in plan assets, funded status and the amounts recognized in the consolidated balance sheet with respect to the plans were
as follows:



|                                                   |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|-------------------------------------------------- |  | ---------------------------- | ------ | - | ----------------------------------- | - | ------ | ---- |  | - | -------- | - |  | - | -------- | -
|                                                   |  | Pension BenefitsDecember 31, |        |   | Postretirement BenefitsDecember 31, |  
|                                                   |  | 2006                         |        |   | 2005                                |   |        | 2006 |  |   | 2005     |  
|Change in benefit obligation:                      |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Benefit obligation, beginning of year              |  | $                            | 9,302  |   |                                     | $ | 4,187  |      |  | $ | 95,588   |   |  | $ | 91,568   |  
|Service cost                                       |  |                              | 178    |   |                                     |   | 157    |      |  |   | 1,429    |   |  |   | 1,458    |  
|Interest cost                                      |  |                              | 457    |   |                                     |   | 246    |      |  |   | 5,475    |   |  |   | 5,041    |  
|Job buyout program                                 |  |                              |       |   |                                     |   | 4,616  |      |  |   |         |   |  |   |         |  
|Actuarial (gain) loss                              |  |                              | 421    |   |                                     |   | 168    |      |  |   | (335     | ) |  |   | 833      |  
|Benefits paid                                      |  |                              | (2,311 | ) |                                     |   | (72    | )    |  |   | (4,658   | ) |  |   | (3,312   | )
|                                                   |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Benefit obligation, end of year                    |  |                              | 8,047  |   |                                     |   | 9,302  |      |  |   | 97,499   |   |  |   | 95,588   |  
|                                                   |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Change in plan assets:                             |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Fair value of plan assets, beginning of year       |  |                              | 6,633  |   |                                     |   |       |      |  |   |         |   |  |   |         |  
|Actual return on plan assets                       |  |                              | 878    |   |                                     |   | 52     |      |  |   |         |   |  |   |         |  
|Company contributions                              |  |                              |       |   |                                     |   | 2,069  |      |  |   | 4,658    |   |  |   | 3,312    |  
|Job buyout program assets                          |  |                              |       |   |                                     |   | 4,584  |      |  |   |         |   |  |   |         |  
|Benefits paid                                      |  |                              | (2,311 | ) |                                     |   | (72    | )    |  |   | (4,658   | ) |  |   | (3,312   | )
|                                                   |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Fair value of plan assets, end of year             |  |                              | 5,200  |   |                                     |   | 6,633  |      |  |   |         |   |  |   |         |  
|                                                   |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Funded status of plans                             |  |                              | (2,847 | ) |                                     |   | (2,669 | )    |  |   | (97,499  | ) |  |   | (95,588  | )
|Unrecognized actuarial loss                        |  |                              | 1,396  |   |                                     |   | 1,502  |      |  |   | 20,383   |   |  |   | 21,879   |  
|Unrecognized prior service cost (benefit)          |  |                              | 1,923  |   |                                     |   | 2,147  |      |  |   | (24,098  | ) |  |   | (29,000  | )
|                                                   |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Net amount recognized                              |  | $                            | 472    |   |                                     | $ | 980    |      |  | $ | (101,214 | ) |  | $ | (102,709 | )
|                                                   |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Amounts recognized in consolidated balance sheet:  |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Before adoption of FASB No. 158:                   |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Intangible pension asset, included in other assets |  | $                            |       |   |                                     | $ | 1,434  |      |  | $ |         |   |  | $ |         |  
|Employee benefits payable - current                |  |                              |       |   |                                     |   |       |      |  |   | (4,683   | ) |  |   | (6,000   | )
|Employee benefits - noncurrent                     |  |                              | 472    |   |                                     |   | (454   | )    |  |   | (96,531  | ) |  |   | (96,709  | )
|                                                   |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Net amount recognized                              |  | $                            | 472    |   |                                     | $ | 980    |      |  | $ | (101,214 | ) |  | $ | (102,709 | )
|                                                   |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|After adoption of FASB No. 158:                    |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Intangible pension asset, included in other assets |  | $                            |       |   |                                     | $ |       |      |  | $ |         |   |  | $ |         |  
|Employee benefits payable - current                |  |                              |       |   |                                     |   |       |      |  |   | (4,683   | ) |  |   |         |  
|Employee benefits - noncurrent                     |  |                              | (2,847 | ) |                                     |   |       |      |  |   | (92,816  | ) |  |   |         |  
|                                                   |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  
|Net amount recognized                              |  | $                            | (2,847 | ) |                                     | $ |       |      |  | $ | (97,499  | ) |  | $ |         |  
|                                                   |  |                              |        |   |                                     |   |        |      |  |   |          |   |  |   |          |  



24



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##### Table of Contents

Amounts recognized in accumulated comprehensive income at December 31, 2006 consisted of the
following:



|                                                              |  |                              |       |                                     |   |      |  |   |         |   |  |   |  
|------------------------------------------------------------- |  | ---------------------------- | ----- | ----------------------------------- | - | ---- |  | - | ------- | - |  | - | -
|                                                              |  | Pension BenefitsDecember 31, |       | Postretirement BenefitsDecember 31,
|                                                              |  | 2006                         |       | 2005                                |   | 2006 |  |   | 2005   
|Amounts recognized in accumulated other comprehensive income: |  |                              |       |                                     |   |      |  |   |         |   |  |   |  
|Unrecognized actuarial loss                                   |  | $                            | 1,396 |                                     | $ |     |  | $ | 20,383  |   |  | $ | 
|Unrecognized prior service cost (benefit)                     |  |                              | 1,923 |                                     |   |     |  |   | (24,098 | ) |  |   | 
|                                                              |  |                              |       |                                     |   |      |  |   |         |   |  |   |  
|Net amount recognized                                         |  | $                            | 3,319 |                                     | $ |     |  | $ | (3,715  | ) |  | $ | 
|                                                              |  |                              |       |                                     |   |      |  |   |         |   |  |   |  

As a result of the initial application of FASB No. 158 as of December 31, 2006, the net
amount recognized in the consolidated balance sheets decreased by $396. The decrease in the deferred tax asset was offset by a corresponding change in the valuation allowance. As a result, the amount credited to accumulated other comprehensive
income was computed without tax effect.

The accumulated benefit obligation for the Companys defined benefit pension plan was $5,151
and $7,087 at December 31, 2006 and 2005, respectively.

Components of net periodic benefit costs

Components of net periodic benefit costs were as follows:



|                                    |  |                         |        |   |      |   |        |      |  |   |       |  
|----------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ----- | -
|                                    |  | Year Ended December 31, |       
|                                    |  | 2006                    |        |   | 2005 |   |        | 2004 | 
|Pension benefits                    |  |                         |        |   |      |   |        |      |  |   |       |  
|Net periodic benefit cost:          |  |                         |        |   |      |   |        |      |  |   |       |  
|Service cost                        |  | $                       | 178    |   |      | $ | 157    |      |  | $ | 78    |  
|Interest cost                       |  |                         | 457    |   |      |   | 246    |      |  |   | 116   |  
|Expected return on plan assets      |  |                         | (409   | ) |      |   |       |      |  |   |      |  
|Amoritization of prior service cost |  |                         | 224    |   |      |   | 224    |      |  |   | 129   |  
|Recognized actuarial loss           |  |                         | 58     |   |      |   | 108    |      |  |   |      |  
|                                    |  |                         |        |   |      |   |        |      |  |   |       |  
|Net periodic benefit cost           |  | $                       | 508    |   |      | $ | 735    |      |  | $ | 323   |  
|                                    |  |                         |        |   |      |   |        |      |  |   |       |  
|                                    | 
|                                    |  | Year Ended December 31, |       
|                                    |  | 2006                    |        |   | 2005 |   |        | 2004 | 
|Postretirement benefits             |  |                         |        |   |      |   |        |      |  |   |       |  
|Net periodic benefit cost:          |  |                         |        |   |      |   |        |      |  |   |       |  
|Service cost                        |  | $                       | 1,429  |   |      | $ | 1,458  |      |  | $ | 2,232 |  
|Interest cost                       |  |                         | 5,475  |   |      |   | 5,041  |      |  |   | 6,642 |  
|Amoritization of prior service cost |  |                         | (4,901 | ) |      |   | (4,901 | )    |  |   | (408  | )
|Recognized actuarial (gain) loss    |  |                         | 1,160  |   |      |   | 928    |      |  |   | 408   |  
|                                    |  |                         |        |   |      |   |        |      |  |   |       |  
|Net periodic benefit cost           |  | $                       | 3,163  |   |      | $ | 2,526  |      |  | $ | 8,874 |  
|                                    |  |                         |        |   |      |   |        |      |  |   |       |  

The amounts in accumulated other comprehensive income expected to be recognized as components of
net periodic benefit costs in 2007 are as follows:



|                                    |  |                 |     |                        |   |        |  
|----------------------------------- |  | --------------- | --- | ---------------------- | - | ------ | -
|                                    |  | PensionBenefits |     | PostretirementBenefits |  
|Amortization of prior service costs |  | $               | 224 |                        | $ | (4,901 | )
|Recognized actuarial loss           |  |                 | 58  |                        |   | 886    |  
|                                    |  |                 |     |                        |   |        |  
|Total                               |  | $               | 282 |                        | $ | (4,015 | )
|                                    |  |                 |     |                        |   |        |  



25



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##### Table of Contents

Assumptions

Assumptions used to determine benefit obligations and net periodic benefit costs were as follows:



|                                                 |  |                 |   |  |      |  
|------------------------------------------------ |  | --------------- | - |  | ---- | -
|                                                 |  | At December 31, |  
|                                                 |  | 2006            |   |  | 2005 |  
|Expected long-term rate of return                |  | 8.50            | % |  | 8.50 | %
|Discount rate - pension benefit obligation       |  | 5.90            | % |  | 5.50 | %
|Discount rate - postretirement benefit oblgation |  | 5.90            | % |  | 5.75 | %
|Rate of compensation increase                    |  | 4.00            | % |  | 4.00 | %



|                                                 |  |                         |   |  |      |   |  |      |  
|------------------------------------------------ |  | ----------------------- | - |  | ---- | - |  | ---- | -
|                                                 |  | Years EndedDecember 31, |  
|                                                 |  | 2006                    |   |  | 2005 |   |  | 2004 |  
|Expected long-term rate of return                |  | 8.50                    | % |  | 8.50 | % |  | 0.00 | %
|Discount rate - pension benefit obligation       |  | 5.50                    | % |  | 5.75 | % |  | 6.00 | %
|Discount rate - postretirement benefit oblgation |  | 5.75                    | % |  | 5.75 | % |  | 6.00 | %
|Rate of compensation increase                    |  | 4.00                    | % |  | 4.00 | % |  | 0.00 | %

The expected long-term rate of return on plan assets is based on expected future rates of return on
plan assets considering the current and future investment portfolio. At December 31, 2006, a discount rate of 5.9% was assumed to determine the pension and postretirement benefit obligations. This rate was based on the yield curve for
high-quality corporate bonds as matched to the projected plan payments which will be made over an extended period of time.

Assumed health
care cost trend rates were as follows:



|                                                                     |  |                 |   |  |       |  
|-------------------------------------------------------------------- |  | --------------- | - |  | ----- | -
|                                                                     |  | At December 31, |  
|                                                                     |  | 2006            |   |  | 2005  |  
|Health care cost trend rate assumed for next year                    |  | 10.00           | % |  | 10.00 | %
|Rate to which the cost trend rate gradually declines                 |  | 5.00            | % |  | 5.00  | %
|Year that the rate reaches the rate at which it is assumed to remain |  | 2014            |   |  | 2012  |  

Assumed health care cost trend rates have a significant effect on the amounts reported for the
health care plan. A one-percentage point change in these assumed rates would have the following effects:



|                                         |  |            |    |            |   |      |  
|---------------------------------------- |  | ---------- | -- | ---------- | - | ---- | -
|                                         |  | 1%Increase |    | 1%Decrease |  
|Effect on service and interest costs     |  | $          | 31 |            | $ | (41  | )
|Effect on accumulated benefit obligation |  | $          | 93 |            | $ | (139 | )

Plan Assets

The Companys pension plan investment policy is to ensure that the assets of the plan will be invested in a prudent manner to meet the obligations of the plan as those obligations come due. Plan assets invested
in money market funds are used, principally, to meet the short-term, scheduled payment obligations under the Companys job buyout program. The remaining portion of plan assets are invested in short-term debt securities with maturities scheduled
to meet longer-term obligations of the plan.



26



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##### Table of Contents

Plan assets allocations, by major category, at December 31, 2006 and 2005 and targeted plan asset
allocations by major category for 2007 are as follows:



|                   |  |           |  |                        |   |  |                  |   |  |      |  
|------------------ |  | --------- |  | ---------------------- | - |  | ---------------- | - |  | ---- | -
|                   |  | Policy    |  | PercentageDecember 31, |   |  | TargetPercentage |  
|Asset Category     |  | Range     |  | 2006                   |   |  | 2005             |   |  | 2007 |  
|Money market funds |  | 5% - 15%  |  | 8                      | % |  | 100              | % |  | 10   | %
|Debt securities    |  | 85% - 95% |  | 92                     | % |  |                 |   |  | 90   | %
|                   |  |           |  |                        |   |  |                  |   |  |      |  
|Total              |  |           |  | 100                    | % |  | 100              | % |  | 100  | %
|                   |  |           |  |                        |   |  |                  |   |  |      |  

Cash Flows

The Company expects to make the following contributions and make the following benefit payments with respect to its benefit plans:



|                              |  |                 |       |                        |   |       
|----------------------------- |  | --------------- | ----- | ---------------------- | - | ------
|                              |  | PensionBenefits |       | PostretirementBenefits
|Employer contributions - 2007 |  | $               |      |                        |   |       
|Expected benefit payments:    |  |                 |       |                        |   |       
|2007                          |  | $               | 1,673 |                        | $ | 4,683 
|2008                          |  |                 | 1,216 |                        |   | 5,421 
|2009                          |  |                 | 869   |                        |   | 6,236 
|2010                          |  |                 | 614   |                        |   | 7,061 
|2011                          |  |                 | 601   |                        |   | 7,866 
|2012 - 2016                   |  |                 | 4,348 |                        |   | 48,531

Other Plans and Benefits

Effective August 1, 2003, the Companys USWA-represented employees became participants in the Steelworkers Pension Trust (SPT), a multi-employer
pension plan. The Company is obligated to make monthly contributions to the SPT based on hours worked by USWA-represented employees. During 2006, 2005 and 2004, the Company contributed $12,281, $9,700 and $13,991 to the SPT, respectively, with
$8,400 of the amount contributed during 2004 extinguishing an obligation to the SPT recognized as of July 31, 2003 in connection with the application of fresh start reporting.

The Company maintains defined contribution pension plans for both salaried and hourly employees. In general, contributions are made to hourly defined
contribution plans based on age and hours worked. In general, contributions are made to salaried defined contribution plans based on age and compensation levels. Contributions to these plans for 2006, 2005 and 2004 amounted to $3,351, $3,010 and
$2,647, respectively.

The Company maintains savings plans (401k plans) for both salaried and hourly employees. Employees may contribute up
to 50% of their annual compensation to these plans, subject to statutory limitations. During 2006 and 2005, the Company made matching contributions to the salaried savings plan of $756 and $618, respectively. The Company funded these amounts by
issuing 44,573 and 34,665 shares of common stock to the plans in 2006 and 2005, respectively. The Company did not make matching contributions to these savings plans during 2004.

In August 2006, the Company adopted a defined contribution supplemental executive retirement plan for certain executive officers of the Company. In
general, amounts are accrued to the individual accounts of the executive officers based on age and compensation levels, as defined by the plan. During 2006, the Company accrued $140 under this plan.

The Coal Industry Retiree Health Benefit Act of 1992 (the Act) created a new United Mine Workers of America postretirement medical and death
benefit plan to replace two existing plans that had developed significant deficits. The Act assigns companies the remaining benefit obligations for former employees and beneficiaries, and a pro rata allocation of benefits related to unassigned
beneficiaries (orphans). The Companys



27



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##### Table of Contents

obligation under the Act relates to its previous ownership of coal mining operations. Amounts accrued for these obligations were $1,688 and $1,987 at
December 31, 2006 and 2005, respectively.

The Company provides benefits to former or inactive employees after employment but before
retirement. Those benefits include, among others, disability, severance and workers compensation. Amounts accrued for these obligations at December 31, 2006 and 2005 were $24,462 and $23,215, respectively. These amounts were determined
using a discount rate of 5.75% at December 31, 2006 and 2005, and are included in other employee benefit liabilities.



|18. | VEBA and Profit Sharing Plans
|--- | -----------------------------

Hourly employees who
retired prior to October 1, 2003, are provided medical and life insurance benefits through a VEBA trust. The VEBA trust was established on October 1, 2003 and was pre-funded with 4 million shares of common stock of the Company. The
Company is required to make quarterly contributions to the VEBA trust based on varying levels of operating cash flow, as defined by the plan, ranging from 12% to 40%, in addition to 15% of operating cash flow up to $30 per ton. Quarterly
contributions are payable in cash or, at the discretion of the Company, in common stock of the Company.

During 2006, the Company incurred
VEBA expense of $9,402 under the plan. The Company satisfied $5,914 of the obligation by issuing 293,719 shares of common stock to the plan during 2006. The remaining portion of the obligation was settled in cash. During 2005, the Company incurred
VEBA expense of $4,725 under the plan. The Company satisfied $3,200 of the obligation by issuing 151,929 shares of common stock to the plan during 2005. The remaining portion of the obligation was settled in cash. During 2004, the Company incurred
VEBA expense of $11,662 under the plan. The Company satisfied $6,527 of the obligation by issuing 44,069 and 169,622 shares of common stock to the plan during 2005 and 2004, respectively. The remaining portion of the obligation was settled in cash.
At December 31, 2006, the VEBA trust held 2,140,826 shares of common stock of the Company in trust.

Effective October 1, 2003,
the Company established a profit sharing plan for hourly and salaried employees. The Company is required to make quarterly contributions to the plan ranging from 4% to 15% of operating cash flow, as defined by the plan, in excess of $30 per ton.
Quarterly contributions are payable in cash or, at the discretion of the Company, in common stock of the Company.

During 2006, the Company
incurred profit sharing expense of $4,365. The Company satisfied $4,322 of this obligation by issuing 221,185 shares of common stock to the plan during 2006. The remaining portion of the obligation was settled in cash. During 2005, the Company
incurred profit sharing expense of $143. The Company satisfied this obligation by issuing 7,968 shares of common stock to the plan during 2005. During 2004, the Company incurred profit sharing expense of $16,454. The Company satisfied this
obligation by issuing 547,703 shares of common stock to the plan during 2004.



|19. | Income Taxes
|--- | ------------

The provision for income taxes
consisted of the following:



|                                |  |                         |       |      |   |     |      |  |   |       
|------------------------------- |  | ----------------------- | ----- | ---- | - | --- | ---- |  | - | ------
|                                |  | Year Ended December 31,
|                                |  | 2006                    |       | 2005 |   |     | 2004
|Current                         |  |                         |       |      |   |     |      |  |   |       
|Federal tax provision (benefit) |  | $                       | 115   |      | $ | (50 | )    |  | $ | 841   
|State tax provision (benefit)   |  |                         |      |      |   | (21 | )    |  |   | 133   
|                                |  |                         |       |      |   |     |      |  |   |       
|Total                           |  |                         | 115   |      |   | (71 | )    |  |   | 974   
|                                |  |                         |       |      |   |     |      |  |   |       
|Deferred                        |  |                         |       |      |   |     |      |  |   |       
|Federal tax provision           |  |                         | 4,129 |      |   |    |      |  |   | 28,715
|State tax provision             |  |                         |      |      |   |    |      |  |   | 3,790 
|                                |  |                         |       |      |   |     |      |  |   |       
|Total                           |  |                         | 4,129 |      |   |    |      |  |   | 32,505
|                                |  |                         |       |      |   |     |      |  |   |       
|Income tax provision (benefit)  |  | $                       | 4,244 |      | $ | (71 | )    |  | $ | 33,479
|                                |  |                         |       |      |   |     |      |  |   |       



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The provision for income taxes differs from the amount of income tax determined by applying the
applicable U.S. statutory federal income tax rate to pretax income as follows:



|                                          |  |                         |        |   |      |   |         |      |  |   |        |  
|----------------------------------------- |  | ----------------------- | ------ | - | ---- | - | ------- | ---- |  | - | ------ | -
|                                          |  | Year Ended December 31, |       
|                                          |  | 2006                    |        |   | 2005 |   |         | 2004 | 
|Income (loss) before taxes                |  | $                       | 10,523 |   |      | $ | (34,488 | )    |  | $ | 95,710 |  
|                                          |  |                         |        |   |      |   |         |      |  |   |        |  
|Tax provision (benefit) at statutory rate |  | $                       | 3,683  |   |      | $ | (12,071 | )    |  | $ | 33,499 |  
|Increase (decrease) in tax due to:        |  |                         |        |   |      |   |         |      |  |   |        |  
|Equity income in affiliates               |  |                         | (3,069 | ) |      |   | (2,558  | )    |  |   | (4,110 | )
|State income tax, net                     |  |                         |       |   |      |   |        |      |  |   | 3,836  |  
|Unrelated entity proxy fee expense        |  |                         | 600    |   |      |   |        |      |  |   |       |  
|Recognition of pre-confirmation benefits  |  |                         | 4,129  |   |      |   |        |      |  |   |       |  
|Change in valuation allowance             |  |                         | (1,319 | ) |      |   | 13,736  |      |  |   | 279    |  
|Other                                     |  |                         | 220    |   |      |   | 822     |      |  |   | (25    | )
|                                          |  |                         |        |   |      |   |         |      |  |   |        |  
|Income tax provision (benefit)            |  | $                       | 4,244  |   |      | $ | (71     | )    |  | $ | 33,479 |  
|                                          |  |                         |        |   |      |   |         |      |  |   |        |  

The components of deferred tax assets and liabilities were as follows:



|                                                    |  |              |          |   |      |   |          |  
|--------------------------------------------------- |  | ------------ | -------- | - | ---- | - | -------- | -
|                                                    |  | December 31, |         
|                                                    |  | 2006         |          |   | 2005 |  
|Assets:                                             |  |              |          |   |      |   |          |  
|Postretirement and postemployment benefits          |  | $            | 34,091   |   |      | $ | 36,152   |  
|Operating loss carryforwards (expiring 2011 - 2026) |  |              | 119,296  |   |      |   | 113,883  |  
|Mininum tax credit carryforwards                    |  |              | 797      |   |      |   | 797      |  
|Pension and other employee benefits                 |  |              | 11,257   |   |      |   | 9,609    |  
|Provision for expenses and losses                   |  |              | 18,906   |   |      |   | 19,115   |  
|Leases                                              |  |              |         |   |      |   | 1,933    |  
|State income taxes, net                             |  |              | 10,496   |   |      |   | 11,052   |  
|Other                                               |  |              | 9,986    |   |      |   | 11,055   |  
|                                                    |  |              |          |   |      |   |          |  
|                                                    |  |              | 204,829  |   |      |   | 203,596  |  
|                                                    |  |              |          |   |      |   |          |  
|Liabilities:                                        |  |              |          |   |      |   |          |  
|Property, plant and equipment                       |  |              | (55,700  | ) |      |   | (56,636  | )
|Inventory                                           |  |              | (36,740  | ) |      |   | (32,699  | )
|State income taxes, net                             |  |              | (10,496  | ) |      |   | (11,052  | )
|Other                                               |  |              | (324     | ) |      |   | (321     | )
|                                                    |  |              |          |   |      |   |          |  
|                                                    |  |              | (103,260 | ) |      |   | (100,708 | )
|                                                    |  |              |          |   |      |   |          |  
|Net                                                 |  |              | 101,569  |   |      |   | 102,888  |  
|Valuation allowance                                 |  |              | (101,569 | ) |      |   | (102,888 | )
|                                                    |  |              |          |   |      |   |          |  
|Net deferred tax asset (liability)                  |  | $            |         |   |      | $ |         |  
|                                                    |  |              |          |   |      |   |          |  

At December 31, 2006, the Company had a net operating loss carryforward for Federal income tax
purposes of approximately $344,135. Of this amount, approximately $3,290 relates to excess tax benefits associated with stock based compensation, which, when realized, will be recorded as additional paid-in capital. During 2006, the Company
underwent an "ownership change" pursuant to Section 382 of the Internal Revenue Code. As a result, the Companys ability to utilize net operating loss carryforwards to reduce future income taxes payable will be subject to statutory
limitations on an annual basis, estimated to approximate $8,000 to $10,000 per year. This annual limitation will be increased to the extent that built-in gains inherent in the value of the Companys assets are realized during the five-year
period from the date of the ownership change. The Company estimates that approximately $45,200 of future tax benefits associated with net operating losses will be foregone as a



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result of the ownership change annual limitations if not otherwise utilized to offset built-in gains during the five-year period following the date of the
ownership change.

Due to uncertainties surrounding future realization of the net operating loss carryforward and other tax benefits, a full
valuation allowance has been provided by the Company against the net deferred tax asset. To the extent that tax benefits are realized from the release of the valuation allowance applicable to pre-confirmation tax benefits, the recognition of the tax
benefit is first used to reduce goodwill, then to reduce other intangible assets and finally to increase additional paid-in capital. At December 31, 2006, the portion of the valuation allowance applicable to pre-confirmation tax benefits
approximated $43,588, all of which, when released, will increase additional paid-in capital.

The statute of limitations has expired for
years through 2002. Federal income tax returns have been examined through 1997. Additionally, while the Company is no longer affiliated with WHX, the Company's former parent, the Companys tax attributes could be impacted by an audit of WHX for
those years in which the Company was a subsidiary of WHX.



|20. | Common Stock
|--- | ------------

Common stock share activity was as
follows:



|                                           |  |            |  |          |  |             |  
|------------------------------------------ |  | ---------- |  | -------- |  | ----------- | -
|                                           |  | Issued     |  | Treasury |  | Outstanding |  
|Balance, December 31, 2003                 |  | 10,000,000 |  |         |  | 10,000,000  |  
|Stock issued - public offering             |  | 3,719,898  |  |          |  | 3,719,898   |  
|Stock issued - employee benefit plans      |  | 717,325    |  |          |  | 717,325     |  
|Restricted stock forfeiture                |  |           |  | 4,000    |  | (4,000      | )
|                                           |  |            |  |          |  |             |  
|Balance, December 31, 2004                 |  | 14,437,223 |  | 4,000    |  | 14,433,223  |  
|Stock issued - employee benefit plans      |  | 238,631    |  |          |  | 238,631     |  
|Stock issued - restricted stock award plan |  | 10,500     |  |          |  | 10,500      |  
|Restricted stock forfeiture                |  |           |  | 2,666    |  | (2,666      | )
|                                           |  |            |  |          |  |             |  
|Balance, December 31, 2005                 |  | 14,686,354 |  | 6,666    |  | 14,679,688  |  
|Stock issued - employee benefit plans      |  | 559,477    |  |         |  | 559,477     |  
|Stock options exercised                    |  | 28,965     |  |         |  | 28,965      |  
|                                           |  |            |  |          |  |             |  
|Balance, December 31, 2006                 |  | 15,274,796 |  | 6,666    |  | 15,268,130  |  
|                                           |  |            |  |          |  |             |  



|21. | Supplemental Cash Flow Information
|--- | ----------------------------------

Cash payments
for interest and taxes were as follows:



|                                     |  |                         |        |      |   |        |  |   |       
|------------------------------------ |  | ----------------------- | ------ | ---- | - | ------ |  | - | ------
|                                     |  | Year Ended December 31,
|                                     |  | 2006                    |        | 2005 |   | 2004  
|Interest, net of capitalized amounts |  | $                       | 21,252 |      | $ | 14,247 |  | $ | 12,509
|Income taxes                         |  |                         | 524    |      |   | 181    |  |   | 1,600 

The Company acquired equipment for $1,092 under a capital lease obligation during 2005.



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|22. | Financial Instruments
|--- | ---------------------

The carrying value and the
estimated fair value of the Companys financial instruments were as follows:



|                             |  |                   |         |                   |   |            |  |                |         |  |   |        
|---------------------------- |  | ----------------- | ------- | ----------------- | - | ---------- |  | -------------- | ------- |  | - | -------
|                             |  | December 31, 2006 |         | December 31, 2005
|                             |  | Fair Value        |         | Carrying Value    |   | Fair Value |  | Carrying Value
|Cash and cash equivalents    |  | $                 | 21,842  |                   | $ | 21,842     |  | $              | 8,863   |  | $ | 8,863  
|Short-term debt              |  |                   | 110,000 |                   |   | 110,000    |  |                | 17,300  |  |   | 17,300 
|Long-term debt:              |  |                   |         |                   |   |            |  |                |         |  |   |        
|Senior secured term loan     |  |                   | 193,650 |                   |   | 193,650    |  |                | 218,650 |  |   | 218,650
|Other (see discussion below) |  |                   | 93,430  |                   |   | 93,430     |  |                | 96,807  |  |   | 96,807 

Cash and cash equivalents

The carrying amount of cash and cash equivalents approximates fair value.

Short-term debt

Short-term debt carries a fair value rate of interest. The fair value of this
instrument is estimated to reasonably approximate its carrying value.

Senior secured term loan

The senior secured term loan is a guaranteed loan and, as such, carries a fair value rate of interest. The fair value of this instrument is estimated to
reasonably approximate its carrying value.

Other long-term debt

Other long-term debt is not publicly traded and carries rates of interest that may or may not reflect a fair value rate of interest. The fair value of
these instruments cannot be determined with reasonable accuracy and may or may not approximate carrying value. For this reason, fair value has been presented as being equal to carrying value in the table above.



|23. | Commitments and Contingencies
|--- | -----------------------------

Environmental
Matters

Prior to confirmation of the Companys plan of reorganization effective August 1, 2003, the Company settled all
pre-petition environmental claims made by state (Ohio, West Virginia, Pennsylvania) and Federal (U.S. Environmental Protection Agency (USEPA)) environmental regulatory agencies. Consequently, the Company believes that it has settled and/or
discharged environmental liability for any known Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA or Superfund) sites, pre-petition stipulated penalties related to active consent decrees, or other pre-petition regulatory
enforcement actions.

During the second quarter of 2006, the Company received notification from the USEPA advising that the USEPA and the
Ohio Environmental Protection Agency (Ohio EPA) will conduct an inquiry aimed at resolving various environmental matters, all of which are identified, discussed and reserved for as noted below. These inquiries commenced during the third quarter of
2006 and continued during the fourth quarter of 2006.

The Company estimates that demands for stipulated penalties and fines for
post-petition events and activities through December 31, 2006 could total up to $3,260, which has been fully reserved by the Company. These claims arise from instances in which the Company exceeded post-petition consent decree terms, including:
(a) $2,442 related to a January 30, 1996 USEPA consent decree for the Companys coke oven gas desulphurization facility; (b) $589 related to a July 1991 USEPA consent decree for water discharges into the Ohio River; (c) $105
related to a September 20, 1999 Ohio EPA consent decree for the Companys coke oven gas desulphurization facility; and (d) $124 related to a 1992 USEPA consent order for other water discharges issues. The Company may have defenses to
certain of these exceedances.

In September 2000, the Company entered into a consent order with the West Virginia Department of
Environmental Protection wherein the Company agreed to remove contaminated sediments from the bed of the Ohio River. The Company estimates the cost of removal of the remaining contaminated sediments to be $1,558



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at December 31, 2006, which has been fully reserved by the Company. The Company currently expects this work to be substantially complete by the end of
2007.

The Company is under a final administrative order issued by the USEPA in June 1998 to conduct a Resource Conservation and Recovery
Act Facility Investigation to determine the nature and extent of soil and groundwater contamination at its coke plant in Follansbee, West Virginia. The USEPA approved the Companys investigation work plan, and field activities were completed in
2004. The Company submitted the results of this investigation to the USEPA in the third quarter of 2005. It is expected that some remediation measures will be necessary and could commence within the next three to five years. Based on an initial
estimate of the range of the possible cost to remediate, the Company has reserved $4,310 for such remediation measures.

The Company has
also accrued $400 related to a 1989 consent order issued by the USEPA for surface impoundment issues at a coke plant facility owned by MSC.

In July 2005, an additional environmental liability was identified regarding the potential for migration of subsurface oil from historical operations into waters in the Commonwealth of Pennsylvania. A remediation plan was developed in 2005
and a revised remediation plan was submitted to the Commonwealth of Pennsylvania during the third quarter of 2006. An estimated expenditure of $983 is expected to be made during 2007 to address this environmental liability, which has been fully
reserved by the Company.

Total accrued environmental liabilities amounted to $10,511 and $9,872 at December 31, 2006 and 2005,
respectively. These accruals were based on all information available to the Company. As new information becomes available, whether from third parties or otherwise, and as environmental regulations change, the liabilities are reviewed and adjusted
accordingly. Unless stated above, the time frame over which these liabilities will be satisfied is presently unknown. Further, the Company considers it reasonably possible that it could ultimately incur additional liabilities relative to the above
exposures of up to $5,000.

Capital expenditures for environmental projects totaled $6,130 during 2006.

Commitments

In June 2005, the
Company entered into a contract to purchase up to 20,000 tons of metallurgical coal each month for the period from August 2006 through May 2007 at a price of $94.50 per ton. The contract requires the Company to pay an average buy-out cost of $7.50
per ton for each ton of coal that is not taken under the contract. Payments for delivery of coal under this contract totaled $6,668 during 2006. In addition, the Company made a prepayment of $5,100 under the terms of the contract, which will be
applied ratably to reduce the cash cost of each ton of coal delivered under the contract. As of December 31, 2006, the unamortized prepayment amounted to $3,065. This amount is subject to forfeiture if coal is not taken under the contract.

The Company entered into a 15-year take-or-pay contract in 1999, which was amended in 2003 and requires the Company to purchase oxygen,
nitrogen and argon each month with a minimum monthly charge of approximately $600, subject to escalation clauses. Payments for deliveries under this contract totaled $12,150, $10,621 and $14,200 during 2006, 2005 and 2004, respectively.

The Company entered into a 20-year contract in 1999, which was amended in 2003 and requires the Company to purchase steam and electricity each month or
pay a minimum monthly charge of approximately $500, subject to increases for inflation, and a variable charge calculated at a minimum of $3.75 times the number of tons of iron produced each month, with an agreed-to minimum of 3,250 tons per day,
regardless of whether any tons are produced. Payments for delivery of steam and electricity under this contract totaled $12,867, $9,652 and $9,150 during 2006, 2005 and 2004, respectively. At December 31, 2006, a maximum termination payment of
approximately $27,750 would have been required to terminate the contract.

Under terms of MSCs joint venture agreement, the Company
and SNA Carbon have agreed to refurbish a coke plant facility owned by MSC. The Company is committed to make capital contributions of $25,000 to MSC in 2007.



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Guarantees

In March 2006, the Company entered into an operating lease for certain mobile equipment, which contains a residual lease guarantee approximating $581. This residual lease guarantee has been reflected in the financial
statements as an obligation and is included in other current liabilities.

Other

The Company is the subject of, or party to, a number of other pending or threatened legal actions involving a variety of matters. However, based on
information currently available, management believes that the disposition of these matters will not have a material adverse effect on the business, results of operations or the financial position of the Company.



|24. | Subsequent Events
|--- | -----------------

On March 8, 2007, the
Companys Board of Directors voted to approve a merger agreement between the Company and Esmark Incorporated and voted to recommend that the stockholders adopt such merger agreement.

At December 31, 2006, the Company was in compliance with its financial covenants under its revolving credit agreement and its term loan agreement.
However, no assurance could be provided that the Company would be in compliance with such financial covenants for quarters ending after December 31, 2006. In order to generate liquidity and to provide reasonable assurance that the Company will
continue to be in compliance with its financial covenants for quarters ending after December 31, 2006, the Company effected the transactions described below subsequent to December 31, 2006.

On March 15, 2007, certain institutional investors who are stockholders of the Company and Esmark, and James P. Bouchard, the Companys Chairman
and Chief Executive Officer, and Craig T. Bouchard, the Companys Vice Chairman and President agreed to purchase convertible notes from the Company, and on March 16, 2007, the Company received $50,000 and issued convertible subordinated
promissory notes. The debt will be convertible into the Companys common stock upon consummation of a merger between the Company and Esmark at a price of $20 per share (and the holders of the convertible notes will be permitted to participate
in the Esmark merger as stockholders of the Company), or if not consummated, at the election of the investors, the notes may be converted at an alternative conversion price which will not be more than $20 per share or less than $15 per share or
shall be payable in cash on November 15, 2008, subject to limitations relative to the Companys term loan agreement and revolving credit facility. Interest shall be payable in cash at a per annum rate of 6% payable quarterly in arrears. In
the event that the merger between the Company and Esmark is not consummated by January 1, 2008, the per annum interest rate shall increase to 9% per annum retroactively to the issuance date. The proceeds from such convertible debt will be
used to pay down indebtedness and for general corporate purposes.

On March 16, 2007, the revolving credit agreement was amended to
allow the Company to access collateral in excess of the $225,000 commitment under the facility. If the minimum fixed charge coverage ratio is not met by the Company at the end of any quarter and excess collateral, as defined by the agreement, is
available, the Company will be able to access up to $45,000 of such excess collateral over and above the $225,000 commitment amount and the Company will be required to maintain at least $50,000 of borrowing availability at all times. Provided that
sufficient collateral will support such borrowings, the Company will be permitted to borrow up to $220,000 under the facility. The incremental amount of borrowing availability of up to $45,000 will decrease by $5,000 each quarter commencing with the
fourth quarter of 2007 through the second quarter of 2008, and will be limited, thereafter, to up to $25,000 through, but not beyond, November 1, 2008. On this date and thereafter, the previous requirement that the Company maintain minimum
borrowing availability of $50,000 at all times without access to collateral beyond the $225,000 million amount of the facility, or to maintain a minimum fixed charge coverage ratio, will again be applicable.

Effective March 16, 2007, the term loan agreement was amended to waive compliance with the requirement to maintain minimum borrowing availability of
$50,000 at all times or to maintain a minimum fixed charge coverage ratio. The agreement was further amended to eliminate the leverage and interest coverage ratios for the duration of the agreement. In place of these covenants, a standalone fixed
charge coverage ratio will take effect for the second quarter of 2008 and thereafter. To effect the amendment, the Company agreed to use the



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proceeds from the issuance of $50,000 of convertible debt to make a principal prepayment of $37,500 under its term loan agreement, representing satisfaction
of the next six quarterly principal payments due under the term loan agreement and to use the remaining proceeds for general corporate purposes. The Company also agreed to amend the existing $12,500 standby letter of credit, previously posted in
favor of the term loan lenders, to $11,000 to cover interest payment obligations to April 1, 2007. The letter of credit will decline as such interest payments are made. The term loan lenders and Loan Board also agreed to waive the excess cash
flow mandatory repayment provisions of the agreement. The amendment also provides authorization for us to merge with Esmark. As part of the amendment, we also agreed, subject to consummation of the merger with Esmark, to repay or refinance the term
loan in full on the later of April 1, 2008 or the date of such consummation and to release the Loan Board of any further obligation under the Federal guarantee as well as the West Virginia Housing Development Fund, the State guarantor, of any
further obligation under the state guarantee. In the event that the merger with Esmark is not consummated, we agreed to change the final maturity date of the loan from August 1, 2014 to August 1, 2010.



|25. | Summarized Financial Information of Affiliate
|--- | ---------------------------------------------

The
Company owns 35.7% of the outstanding common stock of Wheeling-Nisshin, Inc. which is accounted for using the equity method of accounting. Summarized financial information for this affiliate is as follows:



|                             |  |              |         |      |   |        
|---------------------------- |  | ------------ | ------- | ---- | - | -------
|                             |  | December 31,
|                             |  | 2006         |         | 2005
|Current assets               |  | $            | 124,086 |      | $ | 148,563
|Noncurrent assets            |  |              | 42,145  |      |   | 49,570 
|                             |  |              |         |      |   |        
|Total assets                 |  | $            | 166,231 |      | $ | 198,133
|                             |  |              |         |      |   |        
|Current liabilities          |  | $            | 16,720  |      | $ | 33,204 
|Noncurrent liabilities       |  |              | 9,978   |      |   | 13,154 
|                             |  |              |         |      |   |        
|Total liabilities            |  |              | 26,698  |      |   | 46,358 
|Total equity                 |  |              | 139,533 |      |   | 151,775
|                             |  |              |         |      |   |        
|Total liabilities and equity |  | $            | 166,231 |      | $ | 198,133
|                             |  |              |         |      |   |        



|                                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                    |  | Year Ended December 31, |        
|                                                                    |  | 2006                    |         |   | 2005 |   |         | 2004 | 
|Net sales                                                           |  | $                       | 557,917 |   |      | $ | 468,875 |      |  | $ | 543,295 |  
|Cost of goods sold, excluding depreciation and amortization expense |  |                         | 512,121 |   |      |   | 431,757 |      |  |   | 481,640 |  
|Depreciation and amortization expense                               |  |                         | 10,198  |   |      |   | 10,296  |      |  |   | 10,254  |  
|Other operating costs                                               |  |                         | 8,454   |   |      |   | 8,315   |      |  |   | 8,818   |  
|                                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|Operating income                                                    |  |                         | 27,144  |   |      |   | 18,507  |      |  |   | 42,583  |  
|Non-operating income (loss)                                         |  |                         | 2,502   |   |      |   | 2,486   |      |  |   | 1,265   |  
|Provision for income taxes                                          |  |                         | (11,360 | ) |      |   | (7,960  | )    |  |   | (16,501 | )
|                                                                    |  |                         |         |   |      |   |         |      |  |   |         |  
|Net income                                                          |  | $                       | 18,286  |   |      | $ | 13,033  |      |  | $ | 27,347  |  
|                                                                    |  |                         |         |   |      |   |         |      |  |   |         |  



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|26. | Summarized Combined Financial Information
|--- | -----------------------------------------

Wheeling-Pittsburgh Steel Corporation (WPSC), a wholly-owned subsidiary of the Company, is the issuer of the outstanding $40,000 Series A notes and $20,000 Series B notes. The Series A and Series B notes were not registered under the
Securities Act of 1933 or the Securities Act of 1934. The Series A notes and Series B notes are each fully and unconditionally guaranteed, jointly and severally, by the Company and its present and future subsidiaries. WPSC and each subsidiary
guarantor of the Series A and Series B notes are 100%-owned by the Company. Because the subsidiary guarantors are not material, individually and in the aggregate, the consolidating financial information for the Company and the subsidiary guarantors
has been combined below in the column entitled WPC and Subsidiary Guarantors.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2006



|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|------------------------------------------ |  | --------------------------- | ------- | ---- | - | ---------------------------------- |  | - | --------------- | - |  | - | ---------
|                                           |  | WPC andSubsidiaryGuarantors |         | WPSC |   | ConsolidatingandEliminatingEntries |  |   | WPCConsolidated
|Assets                                     |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Cash and cash equivalents                  |  | $                           |        |      | $ | 21,842                             |  | $ |                |   |  | $ | 21,842   
|Trade accounts receivables                 |  |                             |        |      |   | 138,513                            |  |   |                |   |  |   | 138,513  
|Inventories                                |  |                             |        |      |   | 212,221                            |  |   |                |   |  |   | 212,221  
|Other current assets                       |  |                             | 122     |      |   | 27,789                             |  |   |                |   |  |   | 27,911   
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total current assets                       |  |                             | 122     |      |   | 400,365                            |  |   |                |   |  |   | 400,487  
|Intercompany receivables                   |  |                             |        |      |   | 10,778                             |  |   | (10,778         | ) |  |   |         
|Investments and advances in affiliates     |  |                             | 295,914 |      |   | 53,585                             |  |   | (295,914        | ) |  |   | 53,585   
|Property, plant and equipment - net        |  |                             | 2,255   |      |   | 623,955                            |  |   |                |   |  |   | 626,210  
|Restricted cash                            |  |                             |        |      |   | 2,163                              |  |   |                |   |  |   | 2,163    
|Other non-current assets                   |  |                             | 896     |      |   | 39,204                             |  |   |                |   |  |   | 40,100   
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total assets                               |  | $                           | 299,187 |      | $ | 1,130,050                          |  | $ | (306,692        | ) |  | $ | 1,122,545
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Liabilities and stockholders equity       |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Accounts payable                           |  | $                           |        |      | $ | 99,536                             |  | $ |                |   |  | $ | 99,536   
|Short-term debt                            |  |                             |        |      |   | 110,000                            |  |   |                 |   |  |   | 110,000  
|Other current liabilities                  |  |                             | 2,094   |      |   | 115,918                            |  |   |                |   |  |   | 118,012  
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total current liabilities                  |  |                             | 2,094   |      |   | 325,454                            |  |   |                |   |  |   | 327,548  
|Intercompany payable                       |  |                             | 10,778  |      |   |                                   |  |   | (10,778         | ) |  |   |         
|Long-term debt                             |  |                             |        |      |   | 254,961                            |  |   |                |   |  |   | 254,961  
|Other non-current liabilities              |  |                             | 122     |      |   | 147,431                            |  |   |                |   |  |   | 147,553  
|Minority interest                          |  |                             |         |      |   | 106,290                            |  |   |                 |   |  |   | 106,290  
|Stockholders equity                       |  |                             | 286,193 |      |   | 295,914                            |  |   | (295,914        | ) |  |   | 286,193  
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total liabilities and stockholders' equity |  | $                           | 299,187 |      | $ | 1,130,050                          |  | $ | (306,692        | ) |  | $ | 1,122,545
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          



35



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CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2005



|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|------------------------------------------ |  | --------------------------- | ------- | ---- | - | ---------------------------------- |  | - | --------------- | - |  | - | ---------
|                                           |  | WPC andSubsidiaryGuarantors |         | WPSC |   | ConsolidatingandEliminatingEntries |  |   | WPCConsolidated
|Assets                                     |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Cash and cash equivalents                  |  | $                           |        |      | $ | 8,863                              |  | $ |                |   |  | $ | 8,863    
|Trade accounts receivables                 |  |                             |        |      |   | 132,643                            |  |   |                |   |  |   | 132,643  
|Inventories                                |  |                             |        |      |   | 166,566                            |  |   |                |   |  |   | 166,566  
|Other current assets                       |  |                             | 122     |      |   | 21,610                             |  |   |                |   |  |   | 21,732   
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total current assets                       |  |                             | 122     |      |   | 329,682                            |  |   |                |   |  |   | 329,804  
|Intercompany receivables                   |  |                             |        |      |   | 4,940                              |  |   | (4,940          | ) |  |   |         
|Investments and advances in affiliates     |  |                             | 267,569 |      |   | 55,100                             |  |   | (267,569        | ) |  |   | 55,100   
|Property, plant and equipment - net        |  |                             | 2,255   |      |   | 555,245                            |  |   |                |   |  |   | 557,500  
|Restricted cash                            |  |                             |        |      |   | 13,691                             |  |   |                |   |  |   | 13,691   
|Other non-current assets                   |  |                             | 896     |      |   | 63,257                             |  |   |                |   |  |   | 64,153   
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total assets                               |  | $                           | 270,842 |      | $ | 1,021,915                          |  | $ | (272,509        | ) |  | $ | 1,020,248
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Liabilities and stockholders equity       |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Accounts payable                           |  | $                           |        |      | $ | 117,821                            |  | $ |                |   |  | $ | 117,821  
|Short-term debt                            |  |                             |        |      |   | 17,300                             |  |   |                 |   |  |   | 17,300   
|Other current liabilities                  |  |                             | 276     |      |   | 124,485                            |  |   |                |   |  |   | 124,761  
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total current liabilities                  |  |                             | 276     |      |   | 259,606                            |  |   |                |   |  |   | 259,882  
|Intercompany payable                       |  |                             | 4,940   |      |   |                                   |  |   | (4,940          | ) |  |   |         
|Long-term debt                             |  |                             |        |      |   | 284,100                            |  |   |                |   |  |   | 284,100  
|Other non-current liabilities              |  |                             | 122     |      |   | 136,406                            |  |   |                |   |  |   | 136,528  
|Minority interest                          |  |                             |         |      |   | 74,234                             |  |   |                 |   |  |   | 74,234   
|Stockholders equity                       |  |                             | 265,504 |      |   | 267,569                            |  |   | (267,569        | ) |  |   | 265,504  
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total liabilities and stockholders equity |  | $                           | 270,842 |      | $ | 1,021,915                          |  | $ | (272,509        | ) |  | $ | 1,020,248
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          



36



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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2006



|                                                     |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  
|---------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | --------- | ---------------------------------- |  | - | --------------- | - |  | - | --------- | -
|                                                     |  | WPC andSubsidiaryGuarantors |        |   | WPSC |   |           | ConsolidatingandEliminatingEntries |  |   | WPCConsolidated |  
|Income Data                                          |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  
|Net sales                                            |  | $                           |       |   |      | $ | 1,770,765 |                                    |  | $ |                |   |  | $ | 1,770,765 |  
|Cost of products sold                                |  |                             |       |   |      |   | 1,621,799 |                                    |  |   |                |   |  |   | 1,621,799 |  
|Depreciation and amortizaton expense                 |  |                             |       |   |      |   | 39,496    |                                    |  |   |                |   |  |   | 39,496    |  
|Selling, administrative and general expense          |  |                             | 8,129  |   |      |   | 77,401    |                                    |  |   |                |   |  |   | 85,530    |  
|                                                     |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  
|Operating income (loss)                              |  |                             | (8,129 | ) |      |   | 32,069    |                                    |  |   |                |   |  |   | 23,940    |  
|Interest expense                                     |  |                             |       |   |      |   | (26,749   | )                                  |  |   |                |   |  |   | (26,749   | )
|Other income including equity earnings of affiliates |  |                             | 14,725 |   |      |   | 13,332    |                                    |  |   | (14,725         | ) |  |   | 13,332    |  
|                                                     |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  
|Income before income taxes                           |  |                             | 6,596  |   |      |   | 18,652    |                                    |  |   | (14,725         | ) |  |   | 10,523    |  
|Income tax provision (benefit)                       |  |                             | 115    |   |      |   | 4,129     |                                    |  |   |                |   |  |   | 4,244     |  
|                                                     |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  
|Income before minority interest                      |  |                             | 6,481  |   |      |   | 14,523    |                                    |  |   | (14,725         | ) |  |   | 6,279     |  
|Minority interest                                    |  |                             |       |   |      |   | 202       |                                    |  |   |                |   |  |   | 202       |  
|                                                     |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  
|Net income                                           |  | $                           | 6,481  |   |      | $ | 14,725    |                                    |  | $ | (14,725         | ) |  | $ | 6,481     |  
|                                                     |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2005



|                                                     |  |                             |         |   |      |   |           |                                    |  |                 |        |  |   |           |  
|---------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | --------- | ---------------------------------- |  | --------------- | ------ |  | - | --------- | -
|                                                     |  | WPC andSubsidiaryGuarantors |         |   | WPSC |   |           | ConsolidatingandEliminatingEntries |  | WPCConsolidated |       
|Income Data                                          |  |                             |         |   |      |   |           |                                    |  |                 |        |  |   |           |  
|Net sales                                            |  | $                           |        |   |      | $ | 1,560,513 |                                    |  | $               |       |  | $ | 1,560,513 |  
|Cost of products sold                                |  |                             |        |   |      |   | 1,479,474 |                                    |  |                 |       |  |   | 1,479,474 |  
|Depreciation and amortizaton expense                 |  |                             |        |   |      |   | 33,984    |                                    |  |                 |       |  |   | 33,984    |  
|Selling, administrative and general expense          |  |                             | 1,397   |   |      |   | 70,155    |                                    |  |                 |       |  |   | 71,552    |  
|                                                     |  |                             |         |   |      |   |           |                                    |  |                 |        |  |   |           |  
|Operating loss                                       |  |                             | (1,397  | ) |      |   | (23,100   | )                                  |  |                 |       |  |   | (24,497   | )
|Interest expense                                     |  |                             |        |   |      |   | (21,834   | )                                  |  |                 |       |  |   | (21,834   | )
|Other income including equity earnings of affiliates |  |                             | (32,437 | ) |      |   | 11,620    |                                    |  |                 | 32,660 |  |   | 11,843    |  
|                                                     |  |                             |         |   |      |   |           |                                    |  |                 |        |  |   |           |  
|Loss before income taxes                             |  |                             | (33,834 | ) |      |   | (33,314   | )                                  |  |                 | 32,660 |  |   | (34,488   | )
|Income tax provision (benefit)                       |  |                             |        |   |      |   | (71       | )                                  |  |                 |       |  |   | (71       | )
|                                                     |  |                             |         |   |      |   |           |                                    |  |                 |        |  |   |           |  
|Loss before minority interest                        |  |                             | (33,834 | ) |      |   | (33,243   | )                                  |  |                 | 32,660 |  |   | (34,417   | )
|Minority interest                                    |  |                             |        |   |      |   | 583       |                                    |  |                 |       |  |   | 583       |  
|                                                     |  |                             |         |   |      |   |           |                                    |  |                 |        |  |   |           |  
|Net loss                                             |  | $                           | (33,834 | ) |      | $ | (32,660   | )                                  |  | $               | 32,660 |  | $ | (33,834   | )
|                                                     |  |                             |         |   |      |   |           |                                    |  |                 |        |  |   |           |  



37



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CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2004



|                                                     |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  
|---------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | --------- | ---------------------------------- |  | - | --------------- | - |  | - | --------- | -
|                                                     |  | WPC andSubsidiaryGuarantors |        |   | WPSC |   |           | ConsolidatingandEliminatingEntries |  |   | WPCConsolidated |  
|Income Data                                          |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  
|Net sales                                            |  | $                           |       |   |      | $ | 1,405,794 |                                    |  | $ |                |   |  | $ | 1,405,794 |  
|Cost of products sold                                |  |                             |       |   |      |   | 1,206,773 |                                    |  |   |                |   |  |   | 1,206,773 |  
|Depreciation and amortizaton expense                 |  |                             |       |   |      |   | 33,433    |                                    |  |   |                |   |  |   | 33,433    |  
|Selling, administrative and general expense          |  |                             | 1,503  |   |      |   | 66,117    |                                    |  |   |                |   |  |   | 67,620    |  
|                                                     |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  
|Operating income (loss)                              |  |                             | (1,503 | ) |      |   | 99,471    |                                    |  |   |                |   |  |   | 97,968    |  
|Interest expense                                     |  |                             |       |   |      |   | (19,778   | )                                  |  |   |                |   |  |   | (19,778   | )
|Other income including equity earnings of affiliates |  |                             | 63,260 |   |      |   | 17,520    |                                    |  |   | (63,260         | ) |  |   | 17,520    |  
|                                                     |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  
|Income before income taxes                           |  |                             | 61,757 |   |      |   | 97,213    |                                    |  |   | (63,260         | ) |  |   | 95,710    |  
|Income tax provision (benefit)                       |  |                             | (474   | ) |      |   | 33,953    |                                    |  |   |                |   |  |   | 33,479    |  
|                                                     |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  
|Net income                                           |  | $                           | 62,231 |   |      | $ | 63,260    |                                    |  | $ | (63,260         | ) |  | $ | 62,231    |  
|                                                     |  |                             |        |   |      |   |           |                                    |  |   |                 |   |  |   |           |  

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2006



|                                                  |  |                             |      |   |      |   |          |                                    |  |                 |   |  |   |          |  
|------------------------------------------------- |  | --------------------------- | ---- | - | ---- | - | -------- | ---------------------------------- |  | --------------- | - |  | - | -------- | -
|                                                  |  | WPC andSubsidiaryGuarantors |      |   | WPSC |   |          | ConsolidatingandEliminatingEntries |  | WPCConsolidated |  
|Net cash used in operating activities             |  | $                           | (262 | ) |      | $ | (8,790   | )                                  |  | $               |  |  | $ | (9,052   | )
|                                                  |  |                             |      |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Investing activities:                             |  |                             |      |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Capital expenditures                              |  |                             |     |   |      |   | (108,994 | )                                  |  |                 |  |  |   | (108,994 | )
|Restricted cash used to fund capital expenditures |  |                             |     |   |      |   | 11,528   |                                    |  |                 |   |  |   | 11,528   |  
|Other                                             |  |                             |     |   |      |   | 3,084    |                                    |  |                 |  |  |   | 3,084    |  
|                                                  |  |                             |      |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Net cash used in investing activities             |  |                             |     |   |      |   | (94,382  | )                                  |  |                 |  |  |   | (94,382  | )
|                                                  |  |                             |      |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Financing activities:                             |  |                             |      |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Net borrowings                                    |  |                             |     |   |      |   | 63,329   |                                    |  |                 |  |  |   | 63,329   |  
|Book overdraft                                    |  |                             |     |   |      |   | (7,178   | )                                  |  |                 |  |  |   | (7,178   | )
|Minority interest investment                      |  |                             |     |   |      |   | 60,000   |                                    |  |                 |  |  |   | 60,000   |  
|Issuance of common stock                          |  |                             | 262  |   |      |   |         |                                    |  |                 |  |  |   | 262      |  
|                                                  |  |                             |      |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Net cash provided by financing activities         |  |                             | 262  |   |      |   | 116,151  |                                    |  |                 |  |  |   | 116,413  |  
|                                                  |  |                             |      |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Net change in cash and cash equivalents           |  |                             |     |   |      |   | 12,979   |                                    |  |                 |  |  |   | 12,979   |  
|Cash and cash equivalents, beginning of year      |  |                             |     |   |      |   | 8,863    |                                    |  |                 |  |  |   | 8,863    |  
|                                                  |  |                             |      |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Cash and cash equivalents, end of year            |  | $                           |     |   |      | $ | 21,842   |                                    |  | $               |  |  | $ | 21,842   |  
|                                                  |  |                             |      |   |      |   |          |                                    |  |                 |   |  |   |          |  



38



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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2005

Reorganized Company



|                                                               |  |                             |   |      |   |          |                                    |  |                 |   |  |   |          |  
|-------------------------------------------------------------- |  | --------------------------- | - | ---- | - | -------- | ---------------------------------- |  | --------------- | - |  | - | -------- | -
|                                                               |  | WPC andSubsidiaryGuarantors |   | WPSC |   |          | ConsolidatingandEliminatingEntries |  | WPCConsolidated |  
|Net cash provided by operating activities                      |  | $                           |  |      | $ | 11,557   |                                    |  | $               |  |  | $ | 11,557   |  
|                                                               |  |                             |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Investing activities:                                          |  |                             |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Capital expenditures                                           |  |                             |  |      |   | (103,710 | )                                  |  |                 |  |  |   | (103,710 | )
|Restricted cash used to fund capital expenditures expenditures |  |                             |  |      |   | (1,189   | )                                  |  |                 |   |  |   | (1,189   | )
|Other                                                          |  |                             |  |      |   | 2,650    |                                    |  |                 |  |  |   | 2,650    |  
|                                                               |  |                             |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Net cash used in investing activities                          |  |                             |  |      |   | (102,249 | )                                  |  |                 |  |  |   | (102,249 | )
|                                                               |  |                             |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Financing activities:                                          |  |                             |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Net borrowings                                                 |  |                             |  |      |   | (3,769   | )                                  |  |                 |  |  |   | (3,769   | )
|Book overdraft                                                 |  |                             |  |      |   | 12,126   |                                    |  |                 |  |  |   | 12,126   |  
|Minority interest investment                                   |  |                             |  |      |   | 60,000   |                                    |  |                 |  |  |   | 60,000   |  
|                                                               |  |                             |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Net cash provided by financing activities                      |  |                             |  |      |   | 68,357   |                                    |  |                 |  |  |   | 68,357   |  
|                                                               |  |                             |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Net change in cash and cash equivalents                        |  |                             |  |      |   | (22,335  | )                                  |  |                 |  |  |   | (22,335  | )
|Cash and cash equivalents, beginning of year                   |  |                             |  |      |   | 31,198   |                                    |  |                 |  |  |   | 31,198   |  
|                                                               |  |                             |   |      |   |          |                                    |  |                 |   |  |   |          |  
|Cash and cash equivalents, end of year                         |  | $                           |  |      | $ | 8,863    |                                    |  | $               |  |  | $ | 8,863    |  
|                                                               |  |                             |   |      |   |          |                                    |  |                 |   |  |   |          |  

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended December 31, 2004



|                                                             |  |                             |         |   |      |   |          |                                    |  |   |                 |   |  |   |          |  
|------------------------------------------------------------ |  | --------------------------- | ------- | - | ---- | - | -------- | ---------------------------------- |  | - | --------------- | - |  | - | -------- | -
|                                                             |  | WPC andSubsidiaryGuarantors |         |   | WPSC |   |          | ConsolidatingandEliminatingEntries |  |   | WPCConsolidated |  
|Net cash provided by operating activities                    |  | $                           |        |   |      | $ | 72,025   |                                    |  | $ |                |   |  | $ | 72,025   |  
|                                                             |  |                             |         |   |      |   |          |                                    |  |   |                 |   |  |   |          |  
|Investing activities:                                        |  |                             |         |   |      |   |          |                                    |  |   |                 |   |  |   |          |  
|Capital expenditures                                         |  |                             |        |   |      |   | (132,442 | )                                  |  |   |                |   |  |   | (132,442 | )
|Restricted cash used to fund capital expenditures            |  |                             |        |   |      |   | 74,636   |                                    |  |   |                 |   |  |   | 74,636   |  
|Other                                                        |  |                             | (99,967 | ) |      |   | 1,753    |                                    |  |   | 99,967          |   |  |   | 1,753    |  
|                                                             |  |                             |         |   |      |   |          |                                    |  |   |                 |   |  |   |          |  
|Net cash used in investing activities                        |  |                             | (99,967 | ) |      |   | (56,053  | )                                  |  |   | 99,967          |   |  |   | (56,053  | )
|                                                             |  |                             |         |   |      |   |          |                                    |  |   |                 |   |  |   |          |  
|Financing activities:                                        |  |                             |         |   |      |   |          |                                    |  |   |                 |   |  |   |          |  
|Net borrowings                                               |  |                             |        |   |      |   | (91,446  | )                                  |  |   |                |   |  |   | (91,446  | )
|Book overdraft                                               |  |                             |        |   |      |   | 2,208    |                                    |  |   |                |   |  |   | 2,208    |  
|Issuance of common stock and paid in capital paid-in capital |  |                             | 99,967  |   |      |   | 99,697   |                                    |  |   | (99,967         | ) |  |   | 99,697   |  
|                                                             |  |                             |         |   |      |   |          |                                    |  |   |                 |   |  |   |          |  
|Net cash provided by financing activities                    |  |                             | 99,967  |   |      |   | 10,459   |                                    |  |   | (99,967         | ) |  |   | 10,459   |  
|                                                             |  |                             |         |   |      |   |          |                                    |  |   |                 |   |  |   |          |  
|Net change in cash and cash equivalents                      |  |                             |        |   |      |   | 26,431   |                                    |  |   |                |   |  |   | 26,431   |  
|Cash and cash equivalents, beginning of year                 |  |                             |        |   |      |   | 4,767    |                                    |  |   |                |   |  |   | 4,767    |  
|                                                             |  |                             |         |   |      |   |          |                                    |  |   |                 |   |  |   |          |  
|Cash and cash equivalents, end of year                       |  | $                           |        |   |      | $ | 31,198   |                                    |  | $ |                |   |  | $ | 31,198   |  
|                                                             |  |                             |         |   |      |   |          |                                    |  |   |                 |   |  |   |          |  



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|27. | Basis of Presentation and Ability to Continue as a Going Concern
|--- | ----------------------------------------------------------------

The consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern.

During the six months ended June 30, 2007, the Company incurred unexpected substantial net losses and used an unexpected substantial amount of cash for capital investments and working capital, principally as a
result of increased scrap market prices and changes in vendor contracts and decreased selling prices and volumes. In addition, restrictions in its revolving credit agreement prevent the Company from making full use of its available inventory and
receivables as eligible collateral. Management anticipates that the Company may require additional financing in the foreseeable future. Further, based on managements current projected results of operations, it is more likely than not that the
Company will not be able to comply with the fixed charge coverage ratio covenant under its term loan agreement, as amended, which will become effective again as of April 1, 2008. In the past, the Company has been able to obtain relief from such
covenants. As of the date of this filing, however, management cannot assure that the Company will be able to obtain such covenant relief or that the Company will be able to improve our results of operations or obtain additional financing. As a
result, the Companys independent registered public accounting firm has included an explanatory paragraph in its report on the consolidated financial statements included in this annual report on Form 10-K/A for the year ended December 31,
2006 that indicates that there is substantial doubt about the Companys ability to continue as a going concern.

Management expects to
resolve these issues through the proposed business combination with Esmark or through other actions. The Esmark combination would provide, as a result of a planned purchase rights feature, additional liquidity of between $50 and $200 million,
depending on the exercise of the planned put rights feature. Additional liquidity may also be available as a result of a new revolving credit facility which is expected to be entered into by the combined company (New Esmark). In addition, if the
Companys operating results improve through higher sales volume and/or pricing, including the sale of products processed from slabs purchased at competitive costs, or through operating cost or productivity improvements, the Companys need
for additional financing could be mitigated. Also, management believes additional financing could be obtained which might include, but not be limited to, (i.) amending the Companys revolving credit facility to allow for access to additional
availability, (ii.) refinancing of the Companys term loan agreement to eliminate or modify the existing financial covenant, (iii.) an equity or rights offering under the Companys existing $125 million shelf registration statement, (iv.)
raising additional capital through a private placement offering, or (v.) the sale of assets. Management cannot, at this time, give any assurance that the proposed combination with Esmark will be approved, that operating results will improve or that
the Company will be able to obtain additional financing.

The Companys management does not believe, after consultation with legal
counsel, that a material adverse effect has occurred under its loan agreements due to (a.) recent losses, (b.) the going concern modification included as an explanatory paragraph in its independent registered public accounting firms opinion,
and/or (c.) its probable non-compliance with the fixed charge coverage ratio under the term loan agreement, as amended, which will become effective again as of April 1, 2008. However, there can be no assurance that the lenders under the
Companys loan agreements will not determine that one or more of these developments, alone or in combination with future developments, constitute a material adverse effect under its loan agreements. Such a determination would restrict the
Companys ability to borrow under its revolving credit facility and adversely affect its liquidity and financial position. Additionally, the Companys management believes, after consultation with legal counsel, that no event of default has
occurred due to the going concern modification included as an explanatory paragraph in the Companys independent registered public accounting firms opinion.

The consolidated financial statements do not include any adjustments that might result form the outcome of this uncertainty.



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|28. | Revenues by Product (Unaudited)
|--- | -------------------------------

Revenues from
external customers by product line were as follows:



|                               |  |                         |           |      |   |           |  |   |          
|------------------------------ |  | ----------------------- | --------- | ---- | - | --------- |  | - | ---------
|                               |  | Year Ended December 31,
|                               |  | 2006                    |           | 2005 |   | 2004     
|Product:                       |  |                         |           |      |   |           |  |   |          
|Hot Rolled                     |  | $                       | 541,794   |      | $ | 420,745   |  | $ | 365,089  
|Cold Rolled                    |  |                         | 476,555   |      |   | 471,235   |  |   | 514,511  
|Galvanized                     |  |                         | 150,889   |      |   | 109,264   |  |   | 132,178  
|Fabricated products            |  |                         | 507,087   |      |   | 466,914   |  |   | 375,090  
|Ore, coke and coke by products |  |                         | 79,471    |      |   | 85,268    |  |   | 9,074    
|Conversion and other *         |  |                         | 14,969    |      |   | 7,087     |  |   | 9,852    
|                               |  |                         |           |      |   |           |  |   |          
|Total                          |  | $                       | 1,770,765 |      | $ | 1,560,513 |  | $ | 1,405,794
|                               |  |                         |           |      |   |           |  |   |          

*    Includes semi-finished, conversion and resale products.



|29. | Selected Quarterly Financial Information (Unaudited)
|--- | ----------------------------------------------------

Financial results by quarter were as follows:



|            |  |           |         |                                       |   |         |                 |  |   |                              |   |  |                                       |       |   |  |   |       |  
|----------- |  | --------- | ------- | ------------------------------------- | - | ------- | --------------- |  | - | ---------------------------- | - |  | ------------------------------------- | ----- | - |  | - | ----- | -
|            |  | Net Sales |         | Income(loss) fromContinuingOperations |   |         | NetIncome(loss) |  |   | BasicEarnings(loss)Per Share |   |  | Fully DilutedEarnings(loss) Per Share |      
|2006        |  |           |         |                                       |   |         |                 |  |   |                              |   |  |                                       |       |   |  |   |       |  
|1st Quarter |  | $         | 436,978 |                                       | $ | (2,110  | )               |  | $ | (2,110                       | ) |  | $                                     | (0.15 | ) |  | $ | (0.15 | )
|2nd Quarter |  |           | 493,925 |                                       |   | 9,329   |                 |  |   | 9,329                        |   |  | $                                     | 0.64  |   |  | $ | 0.63  |  
|3rd Quarter |  |           | 482,731 |                                       |   | 17,352  |                 |  |   | 17,352                       |   |  | $                                     | 1.18  |   |  | $ | 1.16  |  
|4th Quarter |  |           | 357,131 |                                       |   | (18,090 | )               |  |   | (18,090                      | ) |  | $                                     | (1.20 | ) |  | $ | (1.20 | )
|2005        |  |           |         |                                       |   |         |                 |  |   |                              |   |  |                                       |       |   |  |   |       |  
|1st Quarter |  | $         | 399,508 |                                       | $ | 8,100   |                 |  | $ | 8,100                        |   |  | $                                     | 0.57  |   |  | $ | 0.56  |  
|2nd Quarter |  |           | 415,237 |                                       |   | 2,627   |                 |  |   | 2,627                        |   |  | $                                     | 0.18  |   |  | $ | 0.18  |  
|3rd Quarter |  |           | 374,891 |                                       |   | (21,147 | )               |  |   | (21,147                      | ) |  | $                                     | (1.47 | ) |  | $ | (1.47 | )
|4th Quarter |  |           | 370,877 |                                       |   | (23,414 | )               |  |   | (23,414                      | ) |  | $                                     | (1.61 | ) |  | $ | (1.61 | )
|2004        |  |           |         |                                       |   |         |                 |  |   |                              |   |  |                                       |       |   |  |   |       |  
|1st Quarter |  | $         | 274,206 |                                       | $ | (6,718  | )               |  | $ | (6,718                       | ) |  | $                                     | (0.71 | ) |  | $ | (0.71 | )
|2nd Quarter |  |           | 356,121 |                                       |   | 26,997  |                 |  |   | 26,997                       |   |  | $                                     | 2.84  |   |  | $ | 2.79  |  
|3rd Quarter |  |           | 401,800 |                                       |   | 35,534  |                 |  |   | 35,534                       |   |  | $                                     | 3.52  |   |  | $ | 3.42  |  
|4th Quarter |  |           | 373,667 |                                       |   | 6,418   |                 |  |   | 6,418                        |   |  | $                                     | 0.46  |   |  | $ | 0.45  |  



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PART IV



|Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------

The financial statements,
financial statement schedules and exhibits listed below are filed as part of this annual report:

(a)(1) Financial Statements

Financial Statements filed as part of this report are included in Item 8. Financial Statements and Supplementary Data beginning on page 2.

(a)(3) Exhibits



|               |  |                                                                                                                                                                                                                                           
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NUMBER |  | DESCRIPTION OF EXHIBIT                                                                                                                                                                                                                    
|23.1           |  | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm (filed herewith).                                                                                                                                    
|               | 
|31.1           |  | Certification of James P. Bouchard, Chief Executive Officer of the Registrant, required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
|               | 
|31.2           |  | Certification of Paul J. Mooney, Chief Financial Officer of the Registrant, required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).   
|               | 
|32.1           |  | Certification of James P. Bouchard, Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).                                 
|               | 
|32.2           |  | Certification of Paul J. Mooney, Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).                                    



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this annual report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.



|                                |  |                       |  |                                               
|------------------------------- |  | --------------------- |  | ----------------------------------------------
|WHEELING-PITTSBURGH CORPORATION
|                                | 
|By:                             |  | /s/ James P. Bouchard
|                                |  | Name:                 |  | James P. Bouchard                             
|                                |  | Title:                |  | Chairman, Chief Executive Officer and Director
|                                |  |                      
|                                |  | Date:                 |  | August 9, 2007                                



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