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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

/X/       ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF X 1934

For the fiscal year ended December 31, 1999

                                       OR

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

For the transition period from            to
                               ----------    ----------

Commission file number 033-89746

                         WHEELING-PITTSBURGH CORPORATION
             (Exact name of registrant as specified in its charter)

                DELAWARE                              55-0309927
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

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

Registrant's telephone number, including area code:  304-234-2400
Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of each exchange on
        Title of each class                          which registered

9 1/4% Senior Notes due 2007                              NA


           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 X      No
                                             ----      ---

          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.   X
                              ---

           The registrant meets the conditions set forth in General  Instruction
I(1)(a)  and (b) of Form 10-K and is  therefore  filing  this Form with  reduced
disclosure format.

            Incorporation of documents by reference: None



<PAGE>
                                     PART I

ITEM 1. Business

Overview

                  Wheeling-Pittsburgh  Corporation ("WPC") and together with its
subsidiaries,  ( the "Company"), is a wholly owned subsidiary of WHX Corporation
("WHX").   Wheeling-Pittsburgh   Steel  Corporation  ("WPSC"),  a  wholly  owned
subsidiary of WPC, is the ninth largest domestic  integrated steel manufacturer.
The Company is a vertically  integrated  manufacturer of value-added flat rolled
steel  products.  The  Company  sells a broad  array  of  value-added  products,
including cold rolled steel,  tin and  zinc-coated  steels and fabricated  steel
products. The Company's products are sold to steel service centers,  converters,
processors,   the  construction   industry,  and  the  container  and  appliance
industries.

                  The  Company  believes  that  it is  one of  the  lowest  cost
domestic flat rolled steel  producers.  The Company's low cost  structure is the
result of: (i) the  restructuring  of its work rules and  staffing  requirements
under its new five-year  labor  agreement  which  settled a ten-month  strike in
1997;  (ii) the strategic  balance  between its basic steel  operations  and its
finishing and fabricating facilities;  and (iii) its efficient production of low
cost, high quality metallurgical coke.

                  The Company  believes that its 1997 labor  agreement is one of
the most flexible in the industry. The new work rule package affords the Company
substantially   greater  flexibility  in  reducing  its  overall  workforce  and
assigning and scheduling work, thereby reducing costs and increasing efficiency.
Furthermore,  the Company has achieved  pre-strike steel production  levels with
approximately  850 fewer  employees  (a reduction  of  approximately  20% in its
hourly workforce).

                  The  Company has  structured  its  operations  so that its hot
strip mill and downstream operations have greater capacity than do its raw steel
making operations.  The Company therefore can purchase slabs and ship at greater
than 100% of its internal production  capacity in periods of high demand,  while
maintaining  the ability to curtail such  purchases  and still operate its basic
steel facilities at or near capacity during periods of lower demand. The Company
believes  this  flexibility  results in  enhanced  profitability  throughout  an
economic cycle. The Company also believes that it produces metallurgical coke at
a  substantially  lower  cost than do other  coke  manufacturers  because of its
proximity to high quality coal reserves and its efficient coke producing  plant.
This reduces the Company's  costs and, as coke demand  remains high,  allows the
Company to sell coke profitably in the spot and contract markets.


Business Strategy

                  The  Company's   business   strategy  includes  the  following
initiatives:

                  Improve Cost Structure.  The Company  continues to improve its
cost structure and enhance  productivity through job eliminations (850 positions
were eliminated in 1997,  approximately 20% of its pre- strike hourly workforce)
and capital expenditures, upgrading and modernizing its steelmaking facilities.

                  Expand  Production of Value-Added  Products.  The Company will
continue to expand  production  of  value-added  products,  principally  through
growth of  fabricated  products,  and its  emphasis on joint  ventures,  such as
Wheeling-Nisshin, Inc. ("Wheeling-Nisshin") and Ohio Coatings Company ("OCC").



                                       -2-

<PAGE>

                  The following table lists operating statistics for the Company
and the steel  industry (as reported by the American  Iron and Steel  Institute)
for the five-year period ending December 31, 1999.


<TABLE>
<CAPTION>
                                                                           Year Ended December 31,
                                                ---------------------------------------------------------------------------
                                                  1999(2)        1998(1)         1997(1)             1996(1)          1995
                                                  ----           ----            ----                ----             ----
                                                                           (Tons in millions)
<S>                                               <C>            <C>               <C>                <C>           <C>
Company Raw Steel Production...............       2.44           2.45              .66                1.78          2.20
                  Capability ..............       2.40           2.40             2.40                2.40          2.40
                  Utilization..............        102%           102%              90%               98.9%           92%
                  Shipments................        2.4            2.2               .9                 2.1           2.4
Industry Raw Steel Production(2) ..........      107.2          108.8            108.6               105.3         104.9
                  Capability ..............      128.1          125.3            121.4               116.1         112.4
                  Utilization .............         84%            87%              89%                 91%           93%
                  Shipments ...............      105.1          102.4            105.9               100.9          97.5
------------------------------------
</TABLE>


(1)               Results  for the  first  half of  1998,  1997  and  1996  were
                  affected by a ten-month work stoppage at the Company's primary
                  steel-making   facilities   beginning  October  1,  1996.  The
                  utilization  rate  for  the  nine  months  prior  to the  work
                  stoppage  was  98.9%.  The  utilization  rate  for the  fourth
                  quarter of 1997 was 90%.

(2)               Preliminary estimates regarding 1999.


                                       -2-

<PAGE>

Products and Product Mix

                  The table below  reflects  the  historical  product mix of the
Company's shipments, expressed as a percentage of tons shipped. Increases in the
percentage of higher value products have been realized  during the 1990's as (i)
fabricated products operations were expanded and (ii) Wheeling-Nisshin's  second
coating  line  increased  its  requirements  of cold  rolled  coils from WPC. In
addition,  the OCC joint venture  should enable the Company to increase tin mill
product  shipments  in 2000 up to an  additional  31,000  tons  compared to 1999
levels. Historical Product Mix

<TABLE>
<CAPTION>


Product Category:
Higher Value-Added Products:
<S>                                                          <C>      <C>       <C>      <C>      <C>
                 Cold Rolled Products--Trade                 10.6%    11.0%     5.6%     8.4%     7.9%
                 Cold Rolled Products--Wheeling-Nisshin      19.4     19.0      7.7     16.6     18.9
                 Coated Products                             16.0     17.5     12.3     21.5     21.3
                 Tin Mill Products                            9.8      7.1      3.3      7.5      7.1
                 Fabricated Products                         15.4     15.6     39.0     17.9     14.9
                                                            -----    -----    -----   -----     -----
Higher Value-Added Products as a Percentage
  of Total Shipments                                         71.2     70.2     67.9     71.9     70.1
Hot Rolled Products                                          28.8     29.5     20.0     28.1     29.9
Semi-Finished                                                  --      0.3     12.1       --       --
                                                            -----    -----    -----   -----     -----
                                                            100.0%   100.0%   100.0%  100.0%    100.0%
Total                                                       =====    =====    =====   =====     =====
Average Net Sales per Ton                                   $ 446    $ 496    $ 576   $ 528     $ 532
</TABLE>


(1)               The  allocation  among product  categories was affected by the
                  ten-month work stoppage.

                  Products  produced by the Company are described  below.  These
products are sold directly to third party customers, and to Wheeling-Nisshin and
OCC pursuant to long-term supply agreements.

                  Cold Rolled Products.  Cold rolled coils are manufactured from
hot rolled  coils by  employing a variety of  processing  techniques,  including
pickling,  cold reduction,  annealing and temper rolling. Cold rolled processing
is  designed   to  reduce  the   thickness   and  improve  the  shape,   surface
characteristics  and  formability  of the  product.  In its finished  form,  the
product  may be sold to  service  centers  and to a variety of end users such as
appliance or  automotive  manufacturers  or further  processed  internally  into
corrosion-resistant   coated   products   including   hot   dipped   galvanized,
electrogalvanized,  or tin mill  products.  In recent  years,  the  Company  has
increased   its  cold  rolled   production   to  support   increased   sales  to
Wheeling-Nisshin, which is labeled as a separate product category above.

                  Coated  Products.   The  Company   manufactures  a  number  of
corrosion-resistant,  zinc-coated  products  including hot dipped galvanized and
electrogalvanized  sheets for resale to trade accounts.  The coated products are
manufactured  from a steel  substrate of cold rolled or hot rolled pickled coils
by  applying  zinc to the  surface  of the  material  to enhance  its  corrosion
protection.  The  Company's  trade  sales of  galvanized  products  are  heavily
oriented to unexposed applications,  principally in the appliance, construction,
service center and automotive  markets.  Typical industry  applications  include
auto  underbody  parts,   culvert  pipe,   refrigerator  backs  and  heating/air
conditioning ducts. The Company sells electrogalvanized products for application
in the appliance and construction markets.

                  Tin Mill Products. Tin mill products consist of blackplate and
tinplate.  Blackplate is a cold rolled  substrate  (uncoated),  the thickness of
which is less than .0142 inches and is utilized extensively in the

                                       -3-

<PAGE>

manufacture of pails,  shelving and sold to OCC for the  manufacture of tinplate
products.  Tinplate is produced by the electro-deposition of tin to a blackplate
substrate and is utilized  principally  in the  manufacture  of food,  beverage,
general line and aerosol  containers.  While the majority of the Company's sales
of these products is concentrated in container markets, the Company also markets
products  for  automotive  applications,  such as oil filters and  gaskets.  The
Company has phased out its existing tin mill  facilities and produces all of its
tin coated products through OCC. WPSC expects that its participation in OCC will
enable it to expand WPSC's  presence in the tin plate market.  OCC's $69 million
tin coating mill, which commenced  commercial  operations in January 1997, has a
nominal annual capacity of 250,000 net tons. The Company has the right to supply
up to 230,000 tons of the substrate  requirements  of the joint venture  through
the year 2012,  subject to quality  requirements  and competitive  pricing.  The
Company will market all of the joint  venture's  product.  Nittetsu  markets the
product as a sales agent for the Company.

                  Hot Rolled  Products.  Hot rolled  coils  represent  the least
processed of the Company's  finished goods.  Approximately  71% of the Company's
1999  production  of hot rolled  coils was  further  processed  internally  into
value-added finished products.  The balance of the tonnage is sold as hot rolled
black  or  pickled  (acid  cleaned)  coils to a  variety  of  consumers  such as
converters/processors, steel service centers and the appliance industries.

                  Fabricated  Products.  Fabricated  products  consist  of  cold
rolled or coated products further  processed mainly via roll forming and sold in
the construction, agricultural, and highway products industries.

                  Construction   Products.   Construction  products  consist  of
roll-formed  sheets,  which  are  utilized  in  sectors  of the  non-residential
building market such as commercial,  institutional and  manufacturing.  They are
classified  into three basic  categories:  roof deck;  form deck;  and composite
floor deck.  Roof deck is a formed steel  sheet,  painted or  galvanized,  which
provides structural support in non-residential  roofing systems.  Form deck is a
formed steel sheet,  painted,  galvanized or uncoated,  that provides structural
form support for  structural or  insulating  concrete  slabs in  non-residential
floor or roofing systems. Composite floor deck is a formed steel sheet, painted,
galvanized  or  uncoated,  that  provides  structural  form support and positive
reinforcement for structural concrete slabs in non-residential floor systems.

                  Agricultural   Products.   Agricultural  products  consist  of
roll-formed,  corrugated  sheets  which are used as  roofing  and  siding in the
construction of barns, farm machinery  enclosures and light commercial buildings
and certain residential roofing applications. These products can be manufactured
from hot dipped or painted  hot dipped  galvanized  coils.  Historically,  these
products have been sold primarily in rural areas. In recent years, however, such
products have found increasing acceptance in light commercial buildings.

                  Highway  Products.  Highway  products  consist of bridge form,
which is  roll-formed  corrugated  sheets  that are swedged on both ends and are
utilized as concrete support forms in the construction of highway bridges.

Wheeling-Nisshin

                  The Company owns a 35.7% equity interest in  Wheeling-Nisshin,
which is a joint venture between the Company and Nisshin Holding,  Incorporated,
a  wholly-owned  subsidiary  of Nisshin Steel Co.,  Ltd.  Wheeling-Nisshin  is a
state-of-the-art  processing facility located in Follansbee, West Virginia which
produces among the lightest  gauge  galvanized  steel products  available in the
United  States.   Shipments  by   Wheeling-Nisshin  of  hot  dipped  galvanized,
galvanneal,  galvalume and aluminized products,  principally to the construction
industry,  totaled 707,300 tons and 702,700 tons in 1999 and 1998, respectively.
Wheeling-Nisshin  products  are  marketed  through  trading  companies,  and its
shipments are not consolidated into the Company's shipments.

                  Wheeling-Nisshin  began commercial  operations in 1988 with an
initial capacity of 360,000 tons. In 1993,  Wheeling-Nisshin  added a second hot
dipped  galvanizing line, which increased its capacity by approximately  94%, to
over 700,000 annual tons and allows Wheeling-Nisshin to offer the lightest-gauge

                                       -4-

<PAGE>

galvanized  sheet products  manufactured in the United States for  construction,
heating,   ventilation  and   air-conditioning   and   after-market   automotive
applications.

                  The  Company's  amended and  restated  supply  agreement  with
Wheeling-Nisshin  expires in 2013. Pursuant to the amended supply agreement, the
Company will  provide not less than 75% of  Wheeling-Nisshin's  steel  substrate
requirements,  up to an  aggregate  maximum  of 9,000  tons per week  subject to
product quality  requirements.  Pricing under the supply agreement is negotiated
quarterly  based on a formula which gives effect to  competitive  market prices.
Shipments  of  cold  rolled  steel  by  the  Company  to  Wheeling-Nisshin  were
approximately 473,000 tons, or 19.4% of the Company's total tons shipped in 1999
and approximately 428,000 tons, or 19.1%, in 1998.


Ohio Coatings Company

                  The Company  has a 50.0%  equity  interest in OCC,  which is a
joint venture between the Company and Dong Yang, a leading South Korea-based tin
plate  producer.  Nittetsu  Shoji America  ("Nittetsu"),  a U.S. based tin plate
importer,  holds  non-voting  preferred  stock in OCC. OCC commenced  commercial
operations in January 1997.  The OCC  tin-coating  facility is the only domestic
electro-tin plating facility  constructed in the past 30 years and is positioned
to  become a  premier  supplier  of tin plate to the  container  and  automotive
industries.  The OCC tin coating line has a nominal  annual  capacity of 250,000
net tons,  and shipped  approximately  138,000  tons in 1998 and 203,000 tons in
1999. The Company  produces all of its tin coated products  through OCC. As part
of the  joint  venture  agreement,  the  Company  has the  right to supply up to
230,000 tons of the substrate requirements of OCC through the year 2012, subject
to quality  requirements and competitive pricing. The Company will market all of
OCC's products.  Nittetsu  markets the product as a sales agent for the Company.
In 1999 and 1998 OCC had  operating  income of $2.1  million  and $0.8  million,
respectively.

Other Steel Related Operations of the Company

                  The  Company  owns an  electrogalvanizing  facility  which had
revenues of $47.1 million in 1999 and $45.7 million in 1998,  while providing an
outlet for  approximately  60,000  tons of steel in a normal year and a facility
that  produces  oxygen  and  other  gases  used  in the  Company's  steel-making
operations.  The Company  also has a 12 1/2%  ownership  interest in Empire Iron
Mining  Partnership  ("Empire"),  which  operates  a  mine  located  in  Palmer,
Michigan.

Customers

                  The  Company  markets an  extensive  mix of products to a wide
range of  manufacturers,  converters  and  processors.  The Company's 10 largest
customers (including  Wheeling-Nisshin) accounted for approximately 43.7% of its
net sales in 1999,  39.7% in 1998, and 30.2% in 1997.  Wheeling-Nisshin  was the
only  customer  to  account  for more  than 10% of net  sales in 1999 and  1998.
Wheeling-Nisshin  accounted  for  16.2% and 14.6% of net sales in 1999 and 1998,
respectively.  No single  customer  accounted  for more than 10% of net sales in
1997. Geographically, the majority of the Company's customers are located within
a 350-mile radius of the Ohio Valley.  However,  the Company has taken advantage
of its  river-oriented  production  facilities  to market  via  barge  into more
distant locations such as the Houston,  Texas and St. Louis, Missouri areas. The
Company has also acquired regional  fabricated  product facilities to service an
even broader geographical area.


                                       -5-

<PAGE>


                  The Company's  shipments  historically  have been concentrated
within    seven    major    market    segments:     steel    service    centers,
converters/processors,  construction,  agriculture,  container,  automotive, and
appliances.  The Company's  overall  participation  in the  construction and the
converters/processors markets substantially exceeds the industry average and its
reliance  on  automotive  shipments  as  a  percentage  of  total  shipments  is
substantially less than the industry average.

                        Percent of Total Net Tons Shipped



Major Customer Category:
-----------------------

                                           Year Ended December 31,
                                  ---------------------------------------
                                  1999   1999(1)  1997(1)  1996(1)   1995
                                  ----   -------  -------  -------   ----
Steel Service Centers              30%      29%      32%      26%      29%
Converters/Processors(2)           27       32       16       25       28
Construction                       19       19       31       22       18
Agriculture                         5        6       14        7        6
Containers(2)                      11        8        2        7        6
Automotive                          1        1        2        5        5
Appliances                          3        2        2        4        4
Exports                             1        1      --         1        1
Other                               3        2        1        3        3
                                  ----   -------  -------  -------   ----
     Total                        100%     100%     100%     100%     100%
                                  ----   -------  -------  -------   ----



(1)               The allocation  among customer  categories was affected by the
                  ten-month work stoppage.

(2)               Products  shipped  to  Wheeling-Nisshin  and OCC are  included
                  primarily in the Converters/Processors and Containers markets,
                  respectively.

                  Set  forth  below  is a  description  of the  Company's  major
customer categories:

                  Steel  Service  Centers.  The  Company's  shipments  to  steel
service  centers  are  heavily  concentrated  in the areas of hot rolled and hot
dipped  galvanized  coils.  Due to increased  in-house costs to steel  companies
during  the  1980's for  processing  services  such as  slitting,  shearing  and
blanking,  steel service centers have become a major factor in the  distribution
of hot rolled products to ultimate end users. In addition, steel service centers
have become a significant  factor in the sale of hot dipped galvanized  products
to a variety of small consumers such as mechanical  contractors,  who desire not
to be burdened with large steel inventories.

                  Converters/Processors.  The growth of the Company's  shipments
to the converters/processors  market is principally attributable to the increase
in shipments of cold rolled products to Wheeling-Nisshin, which uses cold rolled
coils as a substrate to manufacture a variety of coated products,  including hot
dipped  galvanized  and  aluminized  coils  for the  automotive,  appliance  and
construction  markets.  As a result of the second line expansion,  the Company's
shipments to  Wheeling-Nisshin  increased  significantly  beginning in 1993. The
converters/processors  industry also represents a major outlet for the Company's
hot rolled products, which are converted into finished commodities such as pipe,
tubing and cold rolled strip.

                  Construction.  The  Company's  shipments  to the  construction
industry  are  heavily  influenced  by  fabricated  product  sales.  The Company
services the non-residential  and agricultural  building and highway industries,
principally  through  shipments of hot dipped galvanized and painted cold rolled
products.  With its acquisitions  during the 1980's and early 1990's of regional
facilities,  the Company has doubled its fabricated  products  shipments and has
been able to market its products into broad geographical areas.

                  Agriculture.  The  Company's  shipments  to  the  agricultural
market are principally sales of roll-formed, corrugated sheets which are used as
roofing and siding in the construction of barns,  farm machinery  enclosures and
light commercial buildings.


                                       -6-

<PAGE>



                  Containers.  The vast majority of the  Company's  shipments to
the container market are  concentrated in tin mill products,  which are utilized
extensively in the manufacture of food, aerosol, beverage and general line cans.
The  container  industry has  represented  a stable  market.  The balance of the
Company's  shipments to this market  consists of cold rolled  products for pails
and drums. As a result of the OCC joint venture,  the Company phased out its tin
mill production facilities and distributes tin products produced by OCC.

                  Automotive.  Unlike  the  majority  of  its  competitors,  the
Company is not  heavily  dependent  on  shipments  to the  automotive  industry.
However,  the  Company  seeks to  establish  higher  value-added  niches in this
market,  particularly  in the area of hot dipped  galvanized  products  for deep
drawn automotive  underbody parts. In addition,  the Company has been a supplier
of tin mill  products  for  automotive  applications,  such as oil  filters  and
gaskets.

                  Appliance. The Company's shipments to the appliance market are
concentrated in hot dipped galvanized,  electrogalvanized  and hot rolled coils.
These products are furnished  directly to appliance  manufacturers as well as to
blanking,  drawing and  stamping  companies  that supply  OEMs.  The Company has
concentrated  on niche  product  applications  primarily  used in  washer/dryer,
refrigerator/freezer and range appliances.


Manufacturing Process

                  In  the  Company's  primary  steelmaking  process,   iron  ore
pellets,  coke,  limestone  and other raw  materials  are  consumed in the blast
furnace to produce hot metal.  Hot metal is further  converted into liquid steel
through its basic oxygen furnace ("BOF")  process where  impurities are removed,
recycled scrap is added and metallurgical  properties for end use are determined
on a batch-by-batch (heat) basis. The Company's BOF has two vessels, each with a
steelmaking  capacity of 285 tons per heat. From the BOF, the heats of steel are
sent to the  ladle  metallurgy  facility  ("LMF"),  where  the  temperature  and
chemistry of the steel are adjusted to precise tolerances. Liquid steel from the
LMF then is formed into slabs through the process of continuous  casting.  After
continuous  casting,  slabs are  reheated,  reduced and  finished  by  extensive
rolling,  shaping,  tempering  and,  in certain  cases,  by the  application  of
coatings at the Company's downstream operations.  Finished products are normally
shipped to customers in the form of coils or  fabricated  products.  The Company
has  linked  its  steelmaking  and  rolling  equipment  with  a  computer  based
integrated  manufacturing  control system to coordinate  production tracking and
sales activities.

Raw Materials

                  The  Company  has a 12.5%  ownership  interest  in Empire Iron
Mining  Partnership  which  operates a mine  located in  Palmer,  Michigan.  The
Company is obligated to purchase  approximately  12.5% or 1.0 million gross tons
per year (at  current  production  levels)  of the  mine's  annual  ore  output.
Interest in related ore  reserves as of December  31,  1999,  is estimated to be
19.6  million  gross tons.  The Company  generally  consumes  approximately  2.5
million gross tons of iron ore pellets in its blast furnaces.  The Company's pro
rata cash operating cost of Empire  currently  approximates  the market price of
ore.  The  Company  obtains  approximately  half of its iron  ore from  spot and
medium-term  purchase  agreements  at  prevailing  world market  prices.  It has
commitments  for the majority of its blast furnace iron ore pellet needs through
2002 from world class suppliers.

                  The  Company  has a long-term  supply  agreement  with a third
party to  provide  the  Company  with a  substantial  portion  of the  Company's
metallurgical  coal  requirements at competitive  prices.  The Company's  coking
operations require a substantial amount of metallurgical coal.

                  The  Company   currently   produces  coke  in  excess  of  its
requirements and typically  consumes  generally all of the resultant  by-product
coke oven gas.  In 1999,  approximately  1.6  million  tons of coking  coal were
consumed in the  production  of blast  furnace coke by the Company.  The Company
sells its excess coke and coke oven by-products to third-party trade customers.

                                       -7-

<PAGE>


                  The Company's operations require material amounts of other raw
materials,  including limestone, oxygen, natural gas and electricity.  These raw
materials  are readily  available  and are  purchased  on the open  market.  The
Company is presently  dependent on external steel scrap for approximately  8.75%
of its steel melt. The cost of these materials has been  susceptible in the past
to price  fluctuations,  but  worldwide  competition  in the steel  industry has
frequently  limited the ability of steel  producers  to raise  finished  product
prices to recover higher material  costs.  Certain of the Company's raw material
supply  contracts  provide  for  price  adjustments  in the  event of  increased
commodity or energy prices.

Backlog

                  Order  backlog  was 375,883  net tons at  December  31,  1999,
compared to 365,622 net tons at December  31,  1998.  All orders  related to the
backlog at December 31, 1999 are expected to be shipped during the first half of
2000, subject to delays at the customers' request.  The order backlog represents
orders received but not yet completed or shipped.  In times of strong demand,  a
higher order backlog may allow the Company to increase  production runs, thereby
enhancing production efficiencies.

Capital Investments

                  The  Company  believes  that it must  continuously  strive  to
improve  productivity,  product quality and control manufacturing costs in order
to remain  competitive.  Accordingly,  the Company is committed to continuing to
make necessary capital investments with the objective of reducing  manufacturing
costs per ton,  improving the quality of steel produced and broadening the array
of products  offered to the Company's  served  markets.  The  Company's  capital
expenditures  (including capitalized interest) for 1999 were approximately $72.1
million,  including $7.7 million on environmental projects. Capital expenditures
in 1997 and 1998 were lower than in recent years due to the strike. From 1995 to
1999, such expenditures  aggregated  approximately $252.2 million. This level of
capital  expenditures  was  needed  to  maintain  productive  capacity,  improve
productivity  and upgrade selected  facilities to meet competitive  requirements
and maintain  compliance with  environmental  laws and regulations.  The capital
expenditure program has included  improvements to the Company's  infrastructure,
blast furnaces,  steel-making  facilities,  80-inch hot strip mill and finishing
operations,  and has  resulted in improved  shape,  gauge,  surface and physical
characteristics  for  its  products.  Continuous  and  substantial  capital  and
maintenance  expenditures  will be required to  maintain  operating  facilities,
modernize  finishing  facilities  to  remain  competitive  and  to  comply  with
environmental control requirements.  The Company anticipates funding its capital
expenditures in 2000 from cash on hand and funds  generated by operations,  sale
of receivables  under the  Receivables  Facility and funds  available  under the
Revolving Credit  Facility.  The Company  anticipates that capital  expenditures
will approximate depreciation on average, over the next few years.

Energy Requirements

                  During  1999  coal  constituted   approximately   68%  of  the
Company's total energy consumption,  natural gas 26% and electricity 6%. Many of
the Company's  major  facilities  that use natural gas have been equipped to use
alternative  fuels. The Company  continually  monitors its operations  regarding
potential equipment conversion and fuel substitution to reduce energy costs.

Employment

                  Total  active  employment  of the Company at December 31, 1999
totaled  4,436  employees,  of  which  3,348  were  represented  by  the  United
Steelworkers  of  America  ("USWA"),  and 118 by  other  unions.  The  remainder
consisted of 890 salaried employees and 80 non-union operating employees.

                  On August 12,  1997,  the Company and the USWA  entered into a
new five-year  labor  agreement  ending a ten-month  strike.  The new collective
bargaining  agreement  provided for a defined benefit pension plan, a retirement
enhancement  program,  short-term  bonuses and special  assistance  payments for
employees not  immediately  recalled to work and $1.50 in hourly wage  increases
over its term of not less than five years.

                                       -8-

<PAGE>


It also provides for the reduction of 850 jobs, mandatory  multicrafting as well
as modification of certain work practices

Competition

                  The steel  industry  is cyclical in nature and has been marked
historically  by  overcapacity,  resulting in intense  competition.  The Company
faces increasing competitive pressures from other domestic integrated producers,
minimills and  processors.  Processors  compete with the Company in the areas of
slitting, cold rolling and coating. Minimills are generally smaller volume steel
producers that use ferrous scrap metals as their basic raw material. Compared to
integrated  producers,  minimills,  which rely on less capital  intensive  steel
production methods,  have certain advantages.  Since minimills typically are not
unionized,  they have more  flexible  work  rules  that have  resulted  in lower
employment  costs per net ton  shipped.  Since  1989,  significant  flat  rolled
minimill  capacity has been  constructed  and these  minimills  now compete with
integrated  producers  in  product  areas  that  traditionally  have  not  faced
significant competition from minimills. In addition,  there has been significant
additional  flat rolled  minimill  capacity  constructed in recent years.  These
minimills  and  processors  compete with the Company  primarily in the commodity
flat rolled steel market.  Such  minimills and  processors may also compete with
the Company in  producing  value-added  products.  In  addition,  the  increased
competition in commodity product markets influence certain integrated  producers
to increase product offerings to compete with the Company's custom products.

                  As the single largest steel  consuming  country in the western
world,  the United States has long been a favorite  market of steel producers in
Europe and Japan. In addition,  steel producers from Korea,  Taiwan, and Brazil,
and  non-market  economies  such as Russia and China,  have also  recognized the
United States as a target market.

                  Total  annual  steel  consumption  in the  United  States  has
increased from 88 million to slightly over 117 million tons since 1991. A number
of steel substitutes,  including plastics, aluminum,  composites and glass, have
reduced the growth of domestic steel consumption.

                  Steel  imports of flat  rolled  products  as a  percentage  of
domestic  apparent  consumption,   excluding   semi-finished  steel,  have  been
approximately 23% in 1999, 27% in 1998, and 20% in 1997.  Imports surged in 1998
due to severe economic  conditions in Southeast Asia,  Latin America,  Japan and
Russia,  among others.  World steel demand,  world export  prices,  U.S.  dollar
exchange  rates and the  international  competitiveness  of the  domestic  steel
industry have all been factors in these import levels.



ITEM 2.  PROPERTIES

                  The  Company  has one raw steel  producing  plant and  various
other  finishing and  fabricating  facilities.  The  Steubenville  complex is an
integrated steel producing  facility located at Steubenville and Mingo Junction,
Ohio and Follansbee,  West Virginia. The Steubenville complex includes coke oven
batteries that produce all coke requirements,  two operating blast furnaces, two
basic oxygen furnaces,  a two-strand  continuous slab caster with an annual slab
production capacity of approximately 2.4 million tons, an 80-inch hot strip mill
and  pickling  and  coil  finishing  facilities.  The  Ohio  and  West  Virginia
locations,  which are  separated by the Ohio River,  are connected by a railroad
bridge owned by the Company.  A pipeline is maintained  for the transfer of coke
oven gas for use as fuel from the coke plant to several  other  portions  of the
Steubenville  complex.  The Steubenville  complex primarily  produces hot rolled
products,  which are  either  sold to third  parties  or shipped to other of the
Company's facilities for further processing into value-added products.

                                       -9-

<PAGE>

                  The following  table lists the other  principal  plants of the
Company and the annual capacity of the major products produced at each facility:


<TABLE>
<CAPTION>
                                                    Other Major Facilities
              Locations and Operations                       Capacity Tons/Year                    Major Product
-------------------------------------------------------     -----------------------   ----------------------------------------
<S>                                                                 <C>
Allenport, Pennsylvania:
      Continuous pickler, tandem mill, temper
      mill and annealing                                            950,000               Cold rolled sheets
Beech Bottom, West Virginia:
Paint line                                                          120,000               Painted steel in coil form
Canfield, Ohio:
Electrogalvanizing line, paint line, ribbon                                               Electrolytic galvanized sheet and
      and oscillating rewind slitters                                65,000               strip
Martins Ferry, Ohio:                                                                      Hot dipped galvanized sheets and
    Temper mill, zinc coating lines                                 750,000               coils
Yorkville, Ohio:
Continuous pickler, tandem mill, temper mills and                   660,000               Black plate and cold rolled sheets
      annealing lines
</TABLE>

                  All of the above facilities currently owned by the Company are
regularly  maintained  in good  operating  condition.  However,  continuous  and
substantial  capital and maintenance  expenditures  are required to maintain the
operating  facilities,  to  modernize  finishing  facilities  in order to remain
competitive and to meet environmental control requirements.

                  The Company has fabricated  products facilities at Fort Payne,
Alabama;  Houston,  Texas; Lenexa, Kansas;  Louisville,  Kentucky;  Minneapolis,
Minnesota;  Warren,  Ohio; Gary,  Indiana;  Emporia,  Virginia;  Grand Junction,
Colorado and Klamath Falls and Brooks, Oregon.

                  The  Company  maintains  regional  sales  offices in  Atlanta,
Chicago,  Detroit,  Philadelphia,  Pittsburgh and its corporate  headquarters in
Wheeling, West Virginia.



ITEM 3.  LEGAL PROCEEDINGS

Environmental Matters

                  The Company, as are other industrial manufacturers, is subject
to  increasingly   stringent   standards  relating  to  the  protection  of  the
environment.   In  order  to  facilitate  compliance  with  these  environmental
standards,  the Company has  incurred  capital  expenditures  for  environmental
control projects  aggregating  $7.7 million,  $9.5 million and $12.4 million for
1999,   1998  and  1997,   respectively.   The  Company   anticipates   spending
approximately $13.6 million in the aggregate on major  environmental  compliance
projects through the year 2002,  estimated to be spent as follows:  $6.7 million
in year  2000,  $3.1  million  in 2001 and  $3.8  million  in  2002.  Due to the
possibility of unanticipated factual or regulatory developments,  the amount and
timing of future expenditures may vary substantially from such estimates.

                  The Company has been  identified as a potentially  responsible
party under the Comprehensive Environmental Response, Compensation and Liability
Act  ("Superfund") or similar state statutes at several waste sites. The Company
is subject to joint and several  liability  imposed by Superfund on  potentially
responsible parties. Due to the technical and regulatory  complexity of remedial
activities and the difficulties attendant to identifying potentially responsible
parties and  allocating  or  determining  liability  among them,  the Company is
unable to reasonably  estimate the ultimate cost of  compliance  with  Superfund
laws. The Company believes,  based upon information  currently  available,  that
it's liability for clean up and remediation costs in connection with the Buckeye
Reclamation  Landfill  will be between  $1.5 million and $2.0  million.  At
                                      -10-


<PAGE>

five other sites (MIDC Glassport,  Tex-Tin,  Breslube Penn, Four County Landfill
and Beazer) the Company estimates the costs to approximate $500,000. The Company
is currently funding its share of remediation costs.

                  The Clean Air Act  Amendments  of 1990  ("the  Clean Air Act")
directly  affect the operations of many of the Company's  facilities,  including
coke ovens.  The Company is presently in compliance  with the  provisions of the
Act. However,  under the Clean Air Act, coke ovens generally will be required to
comply  with  progressively  more  stringent  standards  which will result in an
increase  in  environmental  capital  expenditures  and costs for  environmental
compliance. The forecasted environmental expenditures include amounts which will
be spent on projects relating to compliance with these standards.

                  In an action  brought in 1985 in the U.S.  District  Court for
the Northern District of West Virginia,  the EPA claimed violations of the Solid
Waste Disposal Act at a surface impoundment area at the Follansbee facility. The
Company  and USEPA  entered  into a consent  decree in  October  1989  requiring
certain soil and groundwater testing and monitoring. The surface impoundment has
been  removed and a final  closure  plan has been  submitted  to the USEPA.  The
Company is waiting for approval from the USEPA to implement the plan.  Until the
USEPA responds to the Company, the full extent and cost of remediation cannot be
ascertained.

                  In June of 1995  the  USEPA  informally  requested  corrective
action  affecting  other areas of the Follansbee  facility.  The USEPA sought to
require the Company to perform a site investigation of the Follansbee plant. The
Company  actively   contested  the  USEPA's   jurisdiction  to  require  a  site
investigation,  but  subsequently  agreed to comply with a final  administrative
order  issued by the USEPA in June 1998 to conduct a Resource  Conservation  and
Recovery Act ("RCRA") facility  investigation to determine the nature and extent
of soil and  groundwater  contamination  and appropriate  clean up methods.  The
Company  anticipates  spending up to $1 million in year 2000 for sampling at the
site.

                  The Company is currently  operating in substantial  compliance
with  three  consent  decrees  (two  with the EPA and one with the  Pennsylvania
Department of Environmental  Resources) with respect to wastewater discharges at
Allenport,  Pennsylvania and Mingo Junction,  Steubenville, and Yorkville, Ohio.
All of the  foregoing  consent  decrees  are nearing  expiration.  A petition to
terminate the Allenport consent decree was filed in 1998.

                  In March 1993, the USEPA notified the Company of Clean Air Act
violations alleging  particulate matter and hydrogen sulfide emissions in excess
of allowable  concentrations at the Company's  Follansbee Coke Plant. In January
1996,  the USEPA and the Company  entered  into a consent  decree.  Although the
Company has paid the civil  penalties  due  pursuant to the terms of the consent
decree,  the Company continues to accrue stipulated  penalties  pursuant to such
consent  decree.  As of  December  1999,  the  Company  has  accrued  stipulated
penalties of approximately $2.7 million.

                  In June  1999,  the  Ohio  Attorney  General  filed a  lawsuit
against the Company  alleging  certain  hazardous  waste law  violations  at the
Company's  Steubenville  and  Yorkville,   Ohio  facilities  and  certain  water
pollution  law  violations at the Company's  Yorkville,  Ohio facility  relating
primarily to the alleged unlawful  discharge of spent pickle liquor. The lawsuit
contains   forty-four  separate  counts  and  seeks  preliminary  and  permanent
injunctive relief in addition to civil penalties.  Settlement  negotiations with
Ohio EPA are on-going and Ohio EPA has demanded a civil penalty of $300,000.

                  In  January  1998,  the Ohio  Attorney  General  notified  the
Company of a draft consent order and initial civil penalties in the amount of $1
million for various  air  violations  at the  Company's  Steubenville  and Mingo
Junction,  Ohio  facilities  occurring from 1992 through 1996. In November 1999,
Ohio EPA and the  Company  entered  into a  consent  decree  settling  the civil
penalties related to this matter for approximately  $250,000. The consent decree
also  obligates the Company to pay certain  stipulated  penalties for future air
violations.

                  The Company has  experienced  discharges  of oil through NPDES
permitted outfalls at its Mingo

                                      -11-

<PAGE>


Junction,   Ohio  and  Allenport,   Pennsylvania   plants.   The  Company  spent
approximately $0.8 million and $1.5 million in 1998 and 1999,  respectively,  to
investigate  and clean up oil spills at its Mingo Junction,  Ohio facility.  The
Company anticipates spending  approximately $1.4 million to install a slip lined
pipe and an automated oil recovery system at its Mingo Junction,  Ohio facility.
The Company has not yet received any notices of  violation  from the  regulatory
agencies for such oil spills.

                  USEPA  conducted  a  multimedia  inspection  of the  Company's
Steubenville,  Mingo Junction,  Yorkville, and Martins Ferry, Ohio facilities in
March and June  1999.  The  inspection  covered  all  environmental  regulations
applicable to these plants.  The Company has received a Notice of Violation from
USEPA  for  alleged  air  violations,  but has not yet  received  notice  of any
violations of water or waste laws.  The air Notice of Violation does not specify
the amount of penalties  sought by USEPA.  The Company is  exploring  settlement
with USEPA regarding such air violations.

                  The Company is aware of  potential  environmental  liabilities
resulting from operations, including leaking underground and aboveground storage
tanks, and the disposal and storage of residuals on its property.  Each of these
situations  is being  assessed and  remediated  in  accordance  with  regulatory
requirements.

                  Non-current  accrued  environmental  liabilities totaled $14.7
million at December  31,  1999 and $12.7  million at December  31,  1998.  These
accruals were initially  determined by the Company in January 1991, based on all
then available  information.  As new information  becomes  available,  including
information  provided by third parties,  and changing laws and  regulation,  the
liabilities  are  reviewed  and  the  accruals  adjusted  quarterly.  Management
believes,  based on its best estimate,  that the Company has adequately provided
for its present environmental obligations.

                  Based upon  information  currently  available,  including  the
Company's prior capital expenditures,  anticipated capital expenditures, consent
agreements negotiated with federal and state agencies, and information available
to the Company on pending judicial and administrative  proceedings,  the Company
does not expect its environmental  compliance costs, including the incurrence of
additional  fines  and  penalties,  if any,  relating  to the  operation  of its
facilities,  to have a material  adverse  effect on the  financial  condition or
results of operations of the Company. However, as further information comes into
the Company's possession, it will continue to reassess such evaluations.

General Litigation

                  On October 27, 1998,  the Company filed a complaint in Belmont
County, Ohio against ten trading companies, two Japanese mills and three Russian
mills  alleging  that it had been  irreparably  harmed  as a result  of sales of
hot-rolled  steel by the defendants at prices below the cost of production.  The
Company  asked the Court  for  injunctive  relief to  prohibit  such  sales.  On
November 6, 1998,  defendants  removed the case from Belmont  County to the U.S.
District  Court for the  Southern  District of Ohio.  The  Company  subsequently
amended its complaint to allege  violations of the 1916  Antidumping Act by nine
trading  companies.  The amended  complaint sought treble damages and injunctive
relief.  The Court dismissed WPC's state law causes of action, but allowed it to
proceed with its claims under the 1916  Antidumping Act. In early June 1999, the
U.S.  District  Court  issued an order  holding  that  injunctive  relief is not
available as a remedy under the 1916  Antidumping  Act. The Company has appealed
the Court's  decision  to the Sixth  Circuit  Court of Appeals.  The Company has
reached  out-of-court  settlements with six of the nine steel trading  companies
named  in this  lawsuit.  The  Company's  claims  for  treble  damages,  but not
injunctive  relief,  against the three remaining  defendants  were  subsequently
dismissed as a result of settlement negotiations.

                  The Company is a party to various litigation matters including
general  liability  claims  covered by insurance.  In the opinion of management,
such claims are not expected to have a material  adverse effect on the financial
condition or results of operations of the Company.


                                      -12-

<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                OMITTED




                                     PART II

ITEM 5. MARKET FOR THE  REGISTRANT'S  COMMON STOCK AND RELATED  SECURITY  HOLDER
MATTERS

                NOT APPLICABLE



                                      -13-

<PAGE>

ITEM 6 SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

Five-Year Statistical (Thousands of Dollars)
                                                         1999            1998           1997*             1996*         1995
====================================================================================================================================
Consolidated Statement of Operations (in
thousands):
<S>                                                  <C>             <C>             <C>             <C>             <C>
Net sales                                            $ 1,081,657     $ 1,111,541     $   489,662     $ 1,110,684     $ 1,267,869
Cost of products sold (excluding
  depreciation and profit sharing)                       958,186         950,080         585,609         988,161       1,059,622
Depreciation                                              77,724          76,321          46,203          66,125          65,760
Profit sharing                                              --              --              --              --             6,718
Selling, administrative and general expense               63,342          61,523          52,222          54,903          55,023
Special charge                                              --              --            92,701            --              --
------------------------------------------------------------------------------------------------------------------------------------
Operating income (loss)                                  (17,595)         23,617        (287,073)          1,495          80,746

Interest expense on debt                                  37,931          36,699          27,204          23,763          22,431
Other income (expense)                                       318           3,478            (221)          9,476           3,234
------------------------------------------------------------------------------------------------------------------------------------

Income (loss) before taxes, extraordinary
    items and change in accounting method                (55,208)         (9,604)       (314,498)        (12,792)         61,549
Tax provision (benefit)                                  (20,723)         (3,101)       (110,035)         (7,509)          3,030
------------------------------------------------------------------------------------------------------------------------------------
Income (loss) before extraordinary items
  and change in accounting method                        (34,485)         (6,503)       (204,463)         (5,283)         58,519
Extraordinary items - net of tax                            --              --           (25,990)           --            (3,043)
------------------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                    $   (34,485)    $    (6,503)    $  (230,453)    $    (5,283)    $    55,476
====================================================================================================================================
Financial Position:
Cash, cash equivalents and
   short term investments                            $      --       $     6,731     $      --       $    35,950     $    42,826
Working capital                                          (11,170)         43,836           9,169         109,022         147,799
Property, plant and equipment - net                      653,234         651,086         694,108         710,999         748,999
Plant additions and improvements                          72,146          33,595          33,755          31,188          81,554
Total assets                                           1,278,022       1,256,367       1,424,568       1,245,892       1,340,035
====================================================================================================================================
Long-term debt (including current portion)               354,393         349,992         350,103         269,414         288,740
Stockholders' equity                                     136,797         171,282         114,712         338,487         343,770
====================================================================================================================================
Employment
Employment costs                                     $   297,170     $   283,304     $   183,550     $   303,115     $   325,976
Average number of employees                                4,398           4,296           3,878           5,228           5,333
====================================================================================================================================
Production and Shipments:
Raw steel production - tons                            2,436,000       2,446,000         663,000       1,782,000       2,199,000
Shipments of steel products - tons                     2,426,000       2,243,000         851,000       2,105,000       2,385,000
====================================================================================================================================
</TABLE>

WHEELING-PITTSBURGH CORPORATION

*        The financial results of the Company for the fourth quarter of 1997 and
         all of 1996 were adversely affected by the strike.


                                      -14-

<PAGE>

Notes to Five-Year Statistical Summary


         In 1995 the Company recorded an  extraordinary  charge of $3.0 million,
net of taxes,  to reflect  the coal  retiree  medical  benefits  for  additional
retirees assigned to the Company by the Social Security  Administration  and the
effect of recording the liability at its net present value.

         In 1996 the Company  experienced a work stoppage which began October 1,
1996 and  continued  through  August  12,  1997 at eight of its  plants in Ohio,
Pennsylvania  and West  Virginia.  No steel products were produced at or shipped
from  these  facilities  during  the  strike.   These  facilities   account  for
approximately 80% of the tons shipped by the Company on an annual basis.

         In 1997 the Company  recorded a special charge of $92.7 million related
to a new labor  agreement which ended the ten-month  strike.  The special charge
included  $66.7  million for enhanced  retirement  benefits,  $15.5  million for
signing and retention  bonuses,  $3.8 million for special  assistance  and other
employee  benefits  payments and $6.7  million for a grant of one million  stock
options to WPN Corp.

         In 1997 the  Company  also  recorded an  extraordinary  charge of $26.0
million, net of tax, related to premium and interest charges required to defease
its 93/8% Senior Unsecured Notes of $24.3 million and coal miner retiree medical
benefits of $1.7 million.



                                      -15-

<PAGE>


ITEM 7.        MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
               RESULTS OF OPERATIONS

Results of Operations

OVERVIEW

                  The Company was reorganized on January 3, 1991 with a business
strategy of shifting its product mix to value-added  products through downstream
expansion and  acquisitions.  In July 1994, a new holding  company,  WHX,  which
separated the steel related  operations from non-steel related  businesses,  was
created.  The Company comprises primarily all of the steel related operations of
WHX.  The  reader  is  referred  to the WHX Form  10-K for  further  information
regarding its parent-company's operations.

                  In August  1997 the Company  and the USWA  entered  into a new
five-year  labor  agreement  which  settled a  ten-month  strike.  The new labor
agreement  provides for a restructuring of work rules and staffing  requirements
and a reduction in the expense  associated with retiree  healthcare  costs.  The
improved   work  rules   allowed  the  Company  to  eliminate  850  hourly  jobs
(approximately  20% of the work force).  Partially  offsetting these savings are
hourly wage  increases and the costs of a defined  benefit  pension plan,  which
includes a retirement incentive.

                  The strike  materially  affected the financial  performance of
the Company in 1996, 1997, and 1998. All of WPC's production  facilities resumed
operations  as of  September  30,  1997.  Raw steel  production  achieved 90% of
capacity  in the  fourth  quarter  of 1997.  By June 30,  1998 the  Company  was
producing at its pre-strike production levels and shipping at its historical mix
of products.

                  In 1998,  WHX merged WPC's defined  benefit  pension plan with
those  of its  wholly  owned  Handy & Harman  ("H&H")  subsidiary.  The  pension
obligations  are accounted for by the parent company as a multi-  employer plan.
The merger eliminated WPC cash funding obligations estimated in excess of $135.0
million.  WPC pension expense is allocated by the common parent and totaled $4.2
million  in  1999  and  $9.8  million  in  1998.  Based  on  current   actuarial
assumptions, the merged pension plan is fully funded.

1999 Compared to 1998

                  Net sales for 1999  totaled  $1.1  billion on shipments of 2.4
million  tons of steel  products,  compared to $1.1  billion on shipments of 2.2
million tons in 1998. The increase in tons shipped is primarily  attributable to
increased  shipments to joint  ventures  and  affiliates.  Average  sales prices
decreased  from $496 per ton shipped to $446 per ton shipped  primarily due to a
decrease of 5.5% in steel prices, reflecting severe pressure on steel prices due
to the significant increase in low-priced steel imports.

                  Cost of goods sold decreased from $424 per ton shipped in 1998
to $395 per ton shipped in 1999. The decease in operating cost per ton is due to
lower costs for  purchased  semi-finished  steel and scrap and higher  operating
levels at finishing  facilities  during 1999.  The operating  rates for 1999 and
1998  were  101.5%  and  101.9%,  respectively.  Raw steel  production  was 100%
continuous cast.

                  Depreciation  expense  increased  to $ 77.7  million  in 1999,
compared  to $76.3  million  in 1998,  due to  increased  levels of  depreciable
assets.

                  Selling, administrative and general expense increased to $63.3
million in 1999 from $61.5 million in 1998.  The increase is due primarily to an
increased marketing effort in 1999.

                  Interest expense increased to $37.9 million in 1999 from $36.7
million in 1998. The increase is due primarily to the increased borrowings under
the Revolving Credit Facility.

                  Other  income  decreased  to $0.3  million  in 1999  from $3.5
million in 1998. The decrease is a result

                                      -16-

<PAGE>



of lower equity income on joint venture  investments  and lower interest  income
earned. Equity income totaled $3.4 million in 1999 and $5.3 million in 1998.

                  The tax benefits for 1999 and 1998 were $20.7 million and $3.1
million, respectively.

                  Net loss totaled $34.5 million in 1999, compared to a net loss
of $6.5 million in 1998.

1998 Compared to 1997

                  Net sales for 1998  totaled  $1.1  billion on shipments of 2.2
million tons of steel  products,  compared to $489.7 million on shipments of 851
thousand  tons in 1997.  The  increase  in sales and tons  shipped is  primarily
attributable  to the work  stoppage  at eight  plants  during  the 1997  period.
Production  and shipment of steel  products at these plants closed on October 1,
1996 and the work  stoppage  continued to August 12, 1997.  Average sales prices
decreased  from $576 per ton shipped to $496 per ton shipped  primarily due to a
shift to a lower valued mix of products and a decrease of 2.7% in steel  prices,
reflecting  severe pressure on steel prices due to the  significant  increase in
low-priced steel imports.

                  Cost of goods sold decreased from $689 per ton shipped in 1997
to $424 in 1998. The 1998 costs reflect lower pension expense due to the merged,
fully  funded  pension  plans,  while the 1997 costs  reflect the effect of high
fixed cost and low  capacity  utilization  and higher  levels of external  steel
purchases due to the work stoppage.  The operating  rates for 1998 and 1997 were
101.9% and 27.6%, respectively. Raw steel production was 100% continuous cast.

                  Depreciation  expense  increased 65% to $76.3 million in 1998,
compared to 1997, due to higher levels of raw steel production and its effect on
units of production  depreciation  methods.  Raw steel  production  increased by
269%.

                  Selling, administrative and general expense increased 17.8% to
$61.5 million in 1998,  from $52.2  million in 1997.  The increase is due to the
reduced level of operations in 1997.

                  Interest expense increased to $36.7 million in 1998 from $27.2
million in 1997. The increase is due primarily to the interest  expense incurred
during 1998 for the Term Loan  Agreement  which was entered  into in November of
1997.

                  Other  income  increased  to $3.5  million  in 1998  from $0.2
million  expense in 1997.  The  increase  is a result of higher  equity  income,
offset by  increased  securitization  fees during  1998.  The increase in equity
income is the result of lower equity  losses from the  Company's  investment  in
OCC. An equity loss in OCC of $2.9 million in 1998 compared to an equity loss of
$8.5  million  in  1997  for  start-up  of  the  OCC  joint  venture.  Increased
securitization  fees  in  1998  are  due  to  increased   borrowings  under  the
Receivables Facility.

                  The tax  benefits  for 1998 and 1997  were  $3.1  million  and
$110.0  million,  respectively,  before  recording  a  tax  benefit  related  to
extraordinary charges in 1997.

                  Loss before  extraordinary items in 1998 totaled $6.5 million,
compared to $204.5 million in 1997.

                  The 1997 extraordinary  charge of $40.0 million ($26.0 million
net of tax)  reflects  the  premium and  interest of $37.4  million on the legal
defeasance of long term debt,  and $2.6 million for coal miner  retiree  medical
expense  attributable to the allocation of additional retirees to the Company by
the Social Security Administration (SSA).

                  Net loss totaled $6.5 million in 1998,  compared to a net loss
of $230.5 million in 1997.



                                      -17-

<PAGE>

Liquidity and Capital Resources

                  Net  cash  flow  provided  by  operating  activities  for 1999
totaled $41.7 million reflecting  earnings of $22.5 million before  depreciation
and taxes.  Working capital accounts  (excluding cash, short term borrowings and
current maturities of long-term debt) provided $35.2 million of funds.  Accounts
receivable  increased  $18.2  million  (excluding  $5.0  million  sale of  trade
receivables  under the  securitization  agreement) due to record shipping levels
during the fourth quarter of 1999.  Inventories  valued  principally by the LIFO
method for financial reporting purposes,  totaled $252.2 million at December 31,
1999,  a decrease of $7.1 million  from the prior year end.  Trade  payables and
accruals  increased $44.5 million due to an increase in business  activity.  Net
cash flow used in investing  activities for 1999 totaled $62.5 million including
capital  expenditures  of $72.1  million.  Net cash flow  provided by  financing
activities totaled $14.0 million including borrowings under the Revolving Credit
Facility of $12.9  million and an increase in net  intercompany  receivables  of
$11.5 million.  At December 31, 1999,  total  liquidity,  comprising  cash, cash
equivalents  and  funds  available  under  our  Revolving  Credit  Facility  and
Receivables  Facility,  totaled  $32.7  million  compared  with $54.4 million at
December 31, 1998.

                  For the year ended  December 31, 1999, the Company spent $72.1
million (including capitalized interest) on capital improvements, including $7.7
million on environmental  control projects.  Non-current  accrued  environmental
accruals  totaled  $14.7  million  at  December  31,  1999 and $12.7  million at
December 31, 1998.  These accruals were  initially  determined by the Company in
January 1991,  based on all available  information.  As new information  becomes
available,  including  information  provided by third parties, and changing laws
and regulations,  the accruals are reviewed and adjusted  quarterly.  Based upon
information   currently   available,   including  the  Company's  prior  capital
expenditures,  anticipated capital  expenditures,  consent agreements negotiated
with  Federal and state  agencies  and  information  available to the Company on
pending judicial and administrative proceedings, the Company does not expect its
environmental  compliance  and  liability  costs,  including  the  incurrence of
additional  fines  and  penalties,  if any,  relating  to the  operation  of its
facilities,  to have a material  adverse  effect on the  financial  condition or
results of operations of the Company. However, as further information comes into
the Company's possession, it will continue to reassess such evaluations.

                  Continuous   and    substantial    capital   and   maintenance
expenditures  will  be  required  to  maintain  and,  where  necessary,  upgrade
operating  facilities to remain  competitive,  and to comply with  environmental
control  requirements.  It is anticipated that necessary  capital  expenditures,
including required environmental expenditures,  in future years will approximate
depreciation  expense  and  represent a material  use of  operating  funds.  The
Company anticipates funding its capital  expenditures in 2000 from cash on hand,
the sale of receivables under the Receivables  Facility,  availability under the
Revolving Credit Facility, and funds generated from operations.

                  The  Company  has a  commitment  to fund the  working  capital
requirements of each of OCC and  Wheeling-Nisshin in proportion to its ownership
interest  if  cash  requirements  of  such  joint  ventures  are  in  excess  of
internally-generated  and available borrowed funds. The Company anticipates that
Wheeling-Nisshin  will not have such  funding  requirements  in the  foreseeable
future.  As of December  31, 1999,  the  Company's  investment  in OCC was $14.0
million.  The Company does not anticipate that additional  funding  requirements
will be needed in 2000.  OCC may require future  working  capital  contributions
from its equity  partners;  however,  the Company does not believe that any such
required funding will be material to the Company's liquidity.

                  In 1994, a special  purpose  wholly-owned  subsidiary  of WPSC
entered into an  agreement  to sell (up to $75 million on a revolving  basis) an
undivided  percentage  ownership  in a  designated  pool of accounts  receivable
generated by WPSC and two of the Company's  subsidiaries:  Wheeling Construction
Products, Inc. ("WCPI") and Pittsburgh Canfield Company ("PCC") (the Receivables
Facility).  In 1995 WPSC entered  into an  agreement to include the  receivables
generated by Unimast Incorporated ("Unimast"), a wholly-owned subsidiary of WHX,
in the pool of accounts  receivable sold. In May 1999, the Receivables  Facility
was  extended  through  May 2003 and  increased  to $100  million on a revolving
basis. Effective June of 1999,

                                      -18-

<PAGE>


Unimast  withdrew from  participation  in the facility.  Accounts  receivable at
December  31,  1999  exclude  $100  million  representing  uncollected  accounts
receivable sold with recourse limited to the extent of  uncollectible  balances.
Fees paid by WPSC under this Receivables Facility were based upon variable rates
that range from 4.94% to 7.42%. Based on the Company's  collection history,  the
Company  believes  that credit risk  associated  with the above  arrangement  is
immaterial.

                  On April 30,  1999,  WPSC  entered  into a Third  Amended  and
Restated  Revolving  Credit Facility  ("RCF") with Citibank,  N.A. as agent. The
RCF, as amended,  provides for borrowings for general  corporate  purposes up to
$150  million  and a $25  million  sub-limit  for  letters  of  credit.  The RCF
agreement  expires May 3, 2003.  Interest  rates are based on the Citibank prime
rate plus 1.25% and/or a Eurodollar  rate plus 2.25%.  The margin over the prime
rate and the Eurodollar rate can fluctuate based upon performance.  A commitment
fee of 0.5% is charged on the unused portion.  The letter of credit fee is 2.25%
and is also performance  based.  Borrowings are secured primarily by 100% of the
eligible inventory of WPSC, Pittsburgh-Canfield Corporation ("PCC") and Wheeling
Construction  Products,  Inc. ("WCPI"), and the terms of the RCF contain various
restrictive  covenants,  limiting among other things dividend  payments or other
distribution  of assets,  as defined in the RCF.  The Company is a  wholly-owned
subsidiary  of WHX.  WPSC,  PCC and WCPI are  wholly-owned  subsidiaries  of the
Company. Certain financial covenants associated with leverage, capital spending,
cash flow and interest coverage must be maintained.  WPC, PCC and WCPI have each
guaranteed all of the obligations of WPSC under the Revolving  Credit  Facility.
Borrowings  outstanding  against the RCF at  December  31,  1999  totaled  $79.9
million.  Letters  of credit  outstanding  under the RCF were  $0.1  million  at
December 31, 1999.

                  In November 1997 WPC issued $275.0 million principal amount of
9 1/4% Senior Notes.  In April 1998 the Company filed a  registration  statement
relating to an exchange  offer for the Notes under the  Securities  Act of 1933.
The proceeds from the 9 1/4% Senior  Unsecured Notes and the Term Loan Agreement
were used to defease  $266.2  million of 93/8% Senior  Secured  Notes and to pay
down borrowings under the RCF.

                  In  November  1997 the  Company  entered  into  the Term  Loan
Agreement with DLJ Capital Funding, Inc., as syndication agent pursuant to which
the  Company  borrowed  $75.0  million.  Interest  on the Term  Loan is  payable
quarterly  on March 15, June 15,  September  15 and  December 15 as to Base rate
loans,  and  with  respect  to LIBOR  loans  on the last day of each  applicable
interest  period,  and if such  interest  period  shall  exceed  three months at
intervals of three months after the first day of such interest  period.  Amounts
outstanding  under the Term Loan  Agreement  bear  interest at the Base rate (as
defined  therein) plus 2.25% or the LIBOR rate (as defined  therein) plus 3.25%.
The Company's  obligations  under the Term Loan  Agreement are guaranteed by its
present  and  future  operating   subsidiaries.   The  Company  may  prepay  the
obligations  under the Term Loan  Agreement  subject to a premium of 1.0% of the
principal after November 15, 1999 with no premium on or after November 15, 2000.

                  Under  the  terms  of  its  labor   agreement,   the   Company
established a defined benefit pension plan for USWA - represented employees.  In
1998,  WHX merged WPC's  defined  benefit  pension plan with those of its wholly
owned Handy & Harman ("H&H")  subsidiary.  The pension obligations are accounted
for by the parent company as a  multi-employer  plan. The merger  eliminated WPC
cash  funding  obligations  estimated in excess of $135.0  million.  WPC pension
expense is allocated  by the common  parent and totaled $9.8 million in 1998 and
$4.2 million in 1999. Based on current actuarial assumptions, the merged pension
plan is fully funded.

                  WPC's  company  wide Year 2000  Project was ready on schedule.
The  project  addressed  all aspects of  computing  at WPC  including  mainframe
systems, external data interfaces to customers, suppliers, banks and government,
mainframe  controlling software,  voice and data systems,  internal networks and
personal  computers,  plant process  control  systems,  building  controls,  and
surveying WPC's major suppliers and customers to assure their readiness.

                  Mainframe   business   systems,   external  data   interfaces,
mainframe  software,  voice  and  data  systems,  internal  networks,   personal
computers  and  building  controls,  as well as process  control  and  auxiliary
systems

                                      -19-

<PAGE>



proved to be year 2000  compliant  during  the  January  1, 2000 date  rollover.
Critical  suppliers  and customers are being  monitored  with no major  problems
identified to date.

                  The total costs  associated with the Year 2000 project are not
expected to be  material  to the  Company's  financial  condition  or results of
operations.  The  anticipated  total  cost of the  Year  2000  Project  was $2.3
million.  The total amount  expended on the project through January 2000 is $2.4
million.  Funds are being provided to the project through departmental  expenses
budgeted for at the beginning of this project.

                  Failure to correct a Year 2000 problem  could have resulted in
an  interruption  of certain  normal  business  activities  or  operations.  WPC
believes that the  implementation of the Year 2000 project changes prevented any
interruptions.  WPC will  continue  to monitor  critical  business  systems  for
possible Year 2000 systems issues.

                  Short-term  liquidity is dependent,  in large part, on cash on
hand,  investments,  availability  under the Revolving Credit Facility,  sale of
receivables  under the Receivables  Facility,  general  economic  conditions and
their effect on steel demand and prices.  Long-term  liquidity is dependent upon
the Company's ability to sustain profitable  operations and control costs during
periods of low demand or pricing  in order to sustain  positive  cash flow.  The
Company  satisfies its working capital  requirements  through  investments,  the
Receivables Facility,  borrowing  availability under the RCF and funds generated
from  operations.  The  Company  believes  that,  based  on  current  levels  of
operations and anticipated  improvements in operating  results,  cash flows from
operations  and  borrowings  available  under the RCF will enable the Company to
fund its  liquidity and capital  expenditure  requirements  for the  foreseeable
future,  including  scheduled  payments of interest on the Notes and payments of
interest and principal on the Company's other indebtedness, including borrowings
under the Term Loan  Agreement.  However,  external  factors,  such as worldwide
steel production and demand and currency  exchange rates could materially affect
the Company's  results of operations  and financial  condition.  There can be no
assurance  that the Company will be able to maintain its  short-term  and/or its
long-term  liquidity.  A failure by the Company to maintain its liquidity  could
have a material adverse effect on the Company.

                  When used in the  Management's  Discussion  and Analysis,  the
words "anticipate",  "estimate" and similar expressions are intended to identify
forward-looking statements.  Within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, which are intended to be covered by the
safe harbors created thereby.  Investors are cautioned that all  forward-looking
statements  involve risks and uncertainty,  including  without  limitation,  the
ability of the Company to develop  market and sell its products,  the effects of
competition and pricing and Company and industry  shipment levels.  Although the
Company believes that the assumptions underlying the forward-looking  statements
are reasonable, any of the assumptions could be inaccurate, and therefore, there
can be no assurance that the  forward-looking  statements  included  herein will
prove to be accurate.


Quantitative and Qualitative Disclosures About Market Risks

Commodity Price Risk and Related Risks

                  In the normal  course of  business,  the Company is exposed to
price fluctuations related to the purchase of natural gas, steel products, coal,
coke,  electricity  and certain  nonferrous  metals used as raw  materials.  The
Company's market risk strategy has generally been to obtain  competitive  prices
for its  products and services  and allow  operating  results to reflect  market
price movements dictated by supply and demand.



                                      -20-

<PAGE>

Interest Rate Risk

                  The  Company  is  subject  to the  effects  of  interest  rate
fluctuations on certain of its financial instruments.  A sensitivity analysis of
the projected  incremental  effect of a hypothetical 10% change in 1999 year-end
interest rates on the fair value of WPC's  financial  instruments is provided in
the following table:

<TABLE>
<CAPTION>
                                                                Carrying                Market                Incremental(1)
                                                                 Value                  Value                  Incr./(Decr.)
                                                                 -----                  -----                  -------------
                                                                                 (Dollars in thousands)
                  Financial liabilities:
<S>                                                              <C>                   <C>                        <C>
                  Fixed-rate long-term debt (including
                   amounts due within one year)                  $274,175              $258,500                   $21,656
</TABLE>

(1)  Reflects a 10% decrease in interest rates for financial liabilities.

                  Fair  value  of  cash  and  cash   equivalents,   receivables,
short-term  borrowings,  accounts  payable,  accrued  interest and variable rate
long-term debt approximate their carrying values and are relatively  insensitive
to changes in interest rates due to the short-term  maturity of the  instruments
or the variable  nature of the underlying  interest  rates.  Accordingly,  these
items have been excluded from the above table.

                  The Company attempts to maintain a reasonable  balance between
fixed- and  floating-rate  debt in an attempt to keep financing  costs as low as
possible.  At December  31,  1999,  a majority  of the  Company's  portfolio  of
long-term debt consisted of fixed-rate instruments.  Accordingly, the fair value
of such  instruments  may be  relatively  sensitive to effects of interest  rate
fluctuations.  In addition,  the fair value of such instruments is also affected
by investors'  assessments of the risks  associated with industries in which the
Company operates as well as the Company's overall  creditworthiness  and ability
to  satisfy  such  obligations  upon  their  maturity.  However,  the  Company's
sensitivity  to interest  rate declines and other market risks that might result
in a  corresponding  increase in the fair value of its fixed-rate debt portfolio
would only have an unfavorable effect on the Company's results of operations and
cash flows to the extent that the Company elected to repurchase or retire all of
a  portion  of its  fixed-rate  debt  portfolio  at an  amount  in excess of the
corresponding carrying value.

                  See  Note  G to  the  consolidated  financial  statements  for
additional information concerning the Company's long-term debt arrangements.


Safe Harbor

                  The Company's  quantitative and qualitative  disclosures about
market risk include  forward-looking  statements  with  respect to  management's
opinion about the risks  associated  with the Company's  financial  instruments.
These statements are based on certain assumptions with respect to market prices,
interest  rates and other  industry-specific  risk factors.  To the extent these
assumptions  prove to be inaccurate,  future outcomes may differ materially from
those discussed above.

New Accounting Standards

                  In June 1998, the Financial  Accounting Standards Board issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133). This pronouncement  requires all
derivative  instruments  to be  reported  at fair  value on the  balance  sheet;
depending on the nature of the derivative instrument, changes in fair value will
be  recognized  either in net  income or as an  element  of other  comprehensive
income.  SFAS 133 is effective for fiscal years  beginning  after June 15, 2000.
The Company has not engaged in  significant  activity with respect to derivative
instruments or hedging activities in the past. Management of the Company has not
yet determined the impact,  if any, of the adoption of SFAS 133 on the Company's
financial position or results of operations.

                                      -21-

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholder of Wheeling-Pittsburgh  Corporation (a
wholly-owned subsidiary of WHX Corporation)

                  In our opinion,  the accompanying  consolidated balance sheets
and the related consolidated  statements of operations and of cash flows present
fairly, in all material respects,  the financial position of Wheeling-Pittsburgh
Corporation and its subsidiaries  (the "Company") at December 31, 1999 and 1998,
and the results of their  operations  and their cash flows for each of the three
years in the period ended  December  31, 1999,  in  conformity  with  accounting
principles  generally accepted in the United States.  These financial statements
are the  responsibility of the Company'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 auditing  standards
generally accepted in the United States,  which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit 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 the opinion  expressed
above.






/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 10, 2000


                                      -22-

<PAGE>



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                         WHEELING-PITTSBURGH CORPORATION
                 (a wholly-owned subsidiary of WHX Corporation)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                      Year ended December 31,
                                                                      --------------------------------------------------------------
                                                                          1999                  1998                  1997
                                                                          ----                  ----                  ----
                                                                                       (Dollars in thousands)

<S>                                                                  <C>                 <C>                    <C>
Revenues:

Net sales..........................................................  $  1,081,657        $    1,111,541         $       489,662
Cost and expenses:

Cost of products sold, excluding
  depreciation.....................................................       958,186               950,080                 585,609
Depreciation.......................................................        77,724                76,321                  46,203
Selling, administrative and general expense........................        63,342                61,523                  52,222
Special charge.....................................................          --                    --                    92,701
                                                                     -----------------   -------------------    --------------------
                                                                        1,099,252             1,087,924                 776,735
                                                                     -----------------   -------------------    --------------------
Operating income (loss)............................................       (17,595)               23,617                (287,073)
Interest expense on debt...........................................        37,931                36,699                  27,204
Other income (expense).............................................           318                 3,478                    (221)

Loss before taxes
  and extraordinary item...........................................       (55,208)               (9,604)               (314,498)
Tax provision (benefit)............................................       (20,723)               (3,101)               (110,035)
                                                                     -----------------   -------------------    --------------------
Loss before
  extraordinary item...............................................       (34,485)               (6,503)               (204,463)
Extraordinary charge--net of tax...................................           --                    --                  (25,990)
                                                                     -----------------   -------------------    --------------------
Net loss ..........................................................       (34,485)               (6,503)               (204,463)
                                                                     =================   ===================    ====================
</TABLE>


                 See Notes to Consolidated Financial Statements

                                      -23-

<PAGE>

                         WHEELING-PITTSBURGH CORPORATION
                 (a wholly-owned subsidiary of WHX Corporation)

                           CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
                                                                                                    December 31,
                                                                                          1999                  1998
                                                                                          ----                  ----
                                                                                            (Dollars in thousands)
                                                            ASSETS
Current assets:
<S>                                                                               <C>                    <C>
  Cash and cash equivalents.....................................................  $            --        $          6,731
  Trade receivables, less allowances for doubtful
    accounts of $915 and $1,095.................................................           57,688                  39,504
  Inventories...................................................................          252,195                 259,339
  Prepaid expenses and deferred charges.........................................            4,425                   6,141
                                                                                  --------------------   ---------------------
        Total current assets....................................................          314,308                 311,715
Investment in associated companies..............................................           64,229                  69,075
Property, plant and equipment, at cost less
  accumulated depreciation .....................................................          653,234                 651,086
Deferred income taxes...........................................................          162,344                 147,162
Due from affiliates.............................................................           56,203                  44,693
Deferred charges and other assets...............................................           27,704                  32,636
                                                                                  --------------------   ---------------------
                                                                                  $     1,272,022        $      1,256,367
                                                                                  ====================   =====================
</TABLE>


                      LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>

Current liabilities:
<S>                                                                               <C>                     <C>
  Trade payables................................................................  $      127,448          $     96,615
  Short term debt...............................................................          79,900                66,999
  Payroll and employee benefits.................................................          65,927                58,522
  Federal, state and local taxes................................................          12,965                 8,488
  Deferred income taxes--current................................................          27,406                27,156
  Interest and other............................................................          11,417                 9,882
  Long-term debt due in one year................................................             415                   217
                                                                                  -------------------     -----------------

        Total current liabilities...............................................         325,478               267,879
Long-term debt..................................................................         353,978               349,775
Other employee benefit liabilities..............................................         392,143               414,955
Other liabilities...............................................................          69,626                52,476
                                                                                  -------------------     -----------------
                                                                                  $   1,278,022           $  1,256,367
                                                                                  -------------------     -----------------

STOCKHOLDER'S EQUITY:

Common stock - $.01 Par value; 100 shares
     issued and outstanding.....................................................          --                      --
Additional paid-in capital......................................................        335,138                335,138
Accumulated deficit.............................................................       (198,341)              (163,856)
                                                                                  -------------------     -----------------
                                                                                        136,797                171,282
                                                                                  -------------------     -----------------
                                                                                  $   1,278,022           $  1,256,367
                                                                                  ===================     =================
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      -24-

<PAGE>

                         WHEELING-PITTSBURGH CORPORATION
                 (a wholly-owned subsidiary of WHX Corporation)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                 Year ended December 31,
                                                                                     -----------------------------------------------
                                                                                        1999                1998            1997*
                                                                                        ----                ----            -----
                                                                                                 (Dollars in thousands)
<S>                                                                                 <C>                <C>                <C>
Cash flows from operating activities:
Net loss ..................................................................         $ (34,485)         $  (6,503)         $(230,453)
Items not affecting cash from operating activities:
  Depreciation ............................................................            77,724             76,321             46,203
  Other postretirement benefits ...........................................            (7,898)            (8,174)             2,322
  Coal retirees' medical benefits (net of tax) ............................              --                 --                1,700
  Premium on early debt retirement (net of tax) ...........................              --                 --               24,290
  Income taxes ............................................................           (19,653)            (3,594)          (110,495)
  Special charges (net of current portion) ................................              --                 --               69,137
  Pension expense .........................................................             4,161              9,773              9,327
  Equity (income) loss in affiliated companies ............................            (3,358)            (5,333)             1,206
Decrease (increase) from working capital elements:
  Trade receivables .......................................................           (23,184)           (20,935)           (43,780)
  Trade receivables sold ..................................................             5,000             26,000             24,000
  Inventories .............................................................             7,144             (3,482)           (62,528)
  Trade payables ..........................................................            30,833            (19,944)            65,059
  Other current assets ....................................................             1,716             18,797            (11,572)
  Other current liabilities ...............................................            13,667             (5,589)             4,744
Other items--net ..........................................................            (9,945)            15,512             35,3345
                                                                                    ---------          ---------          ---------
Net cash flow provided by (used in) operating activities ..................            47,722             72,849           (175,506
                                                                                    ---------          ---------          ---------


Cash flows from investing activities:
  Plant additions and improvements ........................................           (72,146)           (33,595)           (33,755)
  Investments in affiliates ...............................................             3,212               --               (7,150)
  Proceeds from sales of assets ...........................................             1,460                607              1,217
  Dividends from affiliated companies .....................................             5,000              5,000              2,500
                                                                                    ---------          ---------          ---------
Net cash used in investing activities .....................................           (62,474)           (27,988)           (37,188)
                                                                                    ---------          ---------          ---------

Cash flows from financing activities:
  Long-term debt proceeds, net of issuance cost ...........................              --                 --              340,270
  Long-term debt (retirement) borrowings ..................................             4,401               (111)          (268,277)
  Premium on early debt retirement ........................................              --                 --              (32,600)
  Short term debt borrowings (payments) ...................................            12,901            (22,801)            89,800
  Letter of credit collateralization ......................................             8,229              1,520             16,984
  Receivables from affiliates .............................................           (11,510)           (16,738)            30,567
                                                                                    ---------          ---------          ---------
Net cash provided by (used in) financing activities .......................            14,021             38,130            176,744
                                                                                    ---------          ---------          ---------


(Decrease) increase in cash and cash equivalents ..........................            (6,731)             6,731            (35,950)
Cash and cash equivalents at beginning of year ............................             6,731               --               35,950
                                                                                    ---------          ---------          ---------

Cash and cash equivalents at end of year ..................................         $    --            $    --            $    --
                                                                                    =========          =========          =========

</TABLE>

* Reclassified

                 See Notes to Consolidated Financial Statements

                                      -25-

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Policies

                  The accounting  policies presented below have been followed in
preparing the accompanying consolidated financial statements.

                  The  preparation  of financial  statements in conformity  with
generally accepted  accounting  principles 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 those estimates.

Principles of Consolidation

                  The consolidated  financial statements include the accounts of
all subsidiary companies. All significant intercompany accounts and transactions
are  eliminated  in  consolidation.  The  Company  uses  the  equity  method  of
accounting for investments in unconsolidated companies owned 20% or more.

Earnings Per Share

                  Presentation of earnings per share is not meaningful since the
Company is a wholly owned subsidiary of WHX Corporation.  See Note  A--Corporate
Structure.

Business Segment

                  The Company is  primarily  engaged in one line of business and
has one industry  segment,  which is the making,  processing and  fabricating of
steel and steel  products.  The Company's  products  include hot rolled and cold
rolled sheet,  and coated  products such as galvanized,  prepainted and tin mill
sheet.  The Company also  manufactures  a variety of fabricated  steel  products
including roll formed  corrugated  roofing,  roof deck,  form deck,  floor deck,
culvert,  bridge form and other  products  used  primarily by the  construction,
highway and agricultural markets.

                  Through an extensive mix of products, the Company markets to a
wide range of manufacturers, converters and processors. The Company's 10 largest
customers (including  Wheeling-Nisshin) accounted for approximately 43.7% of its
net  sales in 1999,  39.7% in 1998 and 30.2% in 1997.  Wheeling-Nisshin  was the
only  customer  to  account  for more  than 10% of net  sales in 1998 and  1999.
Wheeling-Nisshin  accounted  for  16.2% and 14.6% of net sales in 1999 and 1998,
respectively.  No single  customer  accounted  for more than  10%of net sales in
1997. Geographically, the majority of the Company's customers are located within
a 350-mile radius of the Ohio Valley.  However,  the Company has taken advantage
of its  river-oriented  production  facilities  to market  via  barge  into more
distant locations such as the Houston,  Texas and St. Louis, Missouri areas. The
Company has acquired regional facilities to service an even broader geographical
area.

Cash and Cash Equivalents

                  Cash and cash equivalents  include cash on hand and on deposit
and highly liquid debt instruments  with original  maturities of three months or
less.

Inventories

                  Inventories  are stated at cost  which is lower  than  market.
Cost is determined by the last-in  first-out  ("LIFO") method for  substantially
all inventories.  In 1999 and 1998, approximately 86% and 87%, respectively,  of
inventories are valued using the LIFO method.


                                      -26-

<PAGE>

Property, Plant and Equipment

                  Depreciation is computed on the straight line and the modified
units of production  methods for financial  statement  purposes and  accelerated
methods for income tax purposes. The modified units of production method adjusts
the  straight  line method  based on an activity  factor for  operating  assets.
Adjusted annual depreciation is not less than 60% nor more than 110% of straight
line  depreciation.  Accumulated  depreciation after adjustment is not less than
75%  nor  more  than  110%  of  straight  line  depreciation.  Interest  cost is
capitalized  for  qualifying  assets  during  the  assets'  acquisition  period.
Capitalized interest cost is amortized over the life of the asset.

                  Maintenance  and repairs are charged to income.  Renewals  and
betterments  made  through  replacements  are  capitalized.  Profit  or  loss on
property dispositions is credited or charged to income.

Pensions and Other Postretirement Plans

                  The Company has a tax qualified  defined  benefit pension plan
covering United  Steelworkers of America ("USWA")  represented  hourly employees
and substantially all salaried employees and tax qualified defined  contribution
pension plans covering  other hourly  employees and  substantially  all salaried
employees. The defined benefit plan provides for a defined monthly benefit based
on years of service.  The defined  contribution  plans provide for contributions
based on a percentage of compensation for salaried employees and a rate per hour
worked for hourly employees.  Costs for the defined contribution plans are being
funded currently.  Unfunded  accumulated  benefit  obligations under the defined
benefit plan are subject to annual minimum cash funding  requirements  under the
Employees Retirement Income Security Act ("ERISA").

                  The Company sponsors  medical and life insurance  programs for
substantially all employees. Similar group medical programs extend to pensioners
and  dependents.  The  management  plan provides basic medical and major medical
benefits on a non-contributory basis through age 65.

Income Taxes

                  The  Company  accounts  for income  taxes in  accordance  with
Statement of Financial Accounting Standards No. 109 (SFAS 109),  "Accounting for
Income Taxes". Recognition is given in the accounts for the income tax effect of
temporary  differences in reporting  transactions for financial and tax purposes
using the deferred liability method. Tax provisions and the related tax payments
or  refunds  have  been  reflected  in the  Company's  financial  statements  in
accordance with a tax sharing agreement between WHX and the Company.

Environmental Matters

                  The Company accrues for losses  associated with  environmental
remediation  obligations when such losses are probable and reasonably estimable.
Accruals  for  estimated  losses  from  environmental   remediation  obligations
generally are  recognized no later than  completion of the remedial  feasibility
study.

                  Such accruals are adjusted as further information  develops or
circumstances change. Costs of future expenditures for environmental remediation
obligations   are  not  discounted  to  their  present   value.   Recoveries  of
environmental  remediation  costs from other parties are recorded as assets when
their receipt is deemed probable.



                                      -27-

<PAGE>


NOTE A--Corporate Structure

                  Wheeling-Pittsburgh  Corporation ("WPC") and together with its
subsidiaries,  (the "Company"),  is a wholly owned subsidiary of WHX Corporation
("WHX").  Wheeling-Pittsburgh  Steel  Corporation  ("WPSC")  is a  wholly  owned
subsidiary of WPC.

                  At  December  31, 1999 and 1998,  amounts due from  affiliates
totaled $56.2 million and $44.7  million,  respectively.  These amounts  reflect
cash  advances  between  affiliates,  dividends  paid by WPC on  behalf  of WHX,
intercompany  tax  allocations  and  Unimast   accounts   receivable  for  trade
shipments.


NOTE B -- Special Charge - New Labor Agreement

                  The  Company  recorded  a special  charge of $92.7  million in
1997. The special charge is primarily  related to certain  benefits  included in
its new collective bargaining agreement.

                  The special charges included enhanced retirement benefits paid
under the defined  benefit  pension program which totaled $66.7 million and were
recorded  under the  provisions  of Statement of Financial  Accounting  Standard
No.88,  "Employers'  Accounting  For  Settlements  and  Curtailments  of Defined
Benefit  Pension Plans and for Termination  Benefits" (SFAS No.88),  and various
other charges which totaled $26.0 million.  These charges  include $15.5 million
for signing and retention bonuses,  $3.8 million for special assistance payments
to laid-off  employees and other employee benefits and $6.7 million for the fair
value of a stock option grant to WPN Corp. for its  performance in negotiating a
new labor agreement.

NOTE C--Pensions, Other Postretirement and Postemployment Benefits

  Pension Programs

                  The Company provides defined contribution pension programs for
both hourly and salaried employees, and prior to August 12, 1997 also provided a
defined contribution pension program for USWA-represented  employees.  These tax
qualified defined  contribution plans provide,  in the case of hourly employees,
an  increasing  Company  contribution  per hour  worked  based on the age of its
employees.  A similar tax qualified plan for salaried employees provides defined
Company  contributions based on a percentage of compensation  dependent upon age
and in  certain  cases  age and  service  of its  employees.  The  Company  also
established  a  supplemental  defined  benefit  pension  plan  for its  salaried
employees.

                  On August 12, 1997, the Company  established a defined benefit
pension plan for  USWA-represented  employees pursuant to a new labor agreement.
The plan includes individual participant accounts of USWA- represented employees
from the  hourly  defined  contribution  plan and  merges  the  assets  of those
accounts into the defined benefit plan.

                  As of December 31, 1999,  $131.1 million of fully vested funds
are held in trust for  benefits  earned  under the hourly  defined  contribution
pension  plans and $41.6  million  of fully  vested  funds are held in trust for
benefits  earned  under  the  salaried  employees  defined   contribution  plan.
Approximately  87% of the  assets are  invested  in  equities,  12% are in fixed
income  investments  and 1% in cash and cash  equivalents.  All plan  assets are
invested by professional investment managers.

                  All pension  provisions  charged  against income totaled $12.6
million, $13.4 million and $9.6 million in 1997, 1998 and 1999, respectively. In
1997, the Company also recorded a $66.7 million  charge for enhanced  retirement
benefits paid under the defined  benefit  pension plan,  pursuant to a new labor
agreement.

Defined Benefit Plan

                  The plan was established  pursuant to a collective  bargaining
agreement ratified on August 12, 1997.

                                      -28-

<PAGE>



Prior to that date, benefits were provided through a defined  contribution plan,
the WPSC Retirement Security Plan ("Retirement Security Plan").

                  The defined benefit pension plan covers employees  represented
by the USWA.  The plan also includes  individual  participant  accounts from the
Retirement Security Plan. The assets of the Retirement Security Plan were merged
into the Defined Benefit Pension Plan.

                  Since  the  plan  includes  the  account   balances  from  the
Retirement  Security  Plan,  the plan includes both defined  benefit and defined
contribution features. The gross benefit, before offsets, is calculated based on
years of service and the current benefit  multiplier  under the plan. This gross
amount is then offset for benefits payable from the Retirement Security Plan and
benefits  payable by the Pension Benefit  Guaranty  Corporation  from previously
terminated plans.  Individual employee accounts established under the Retirement
Security Plan are maintained  until  retirement.  Upon  retirement,  the account
balances  are  converted  into monthly  benefits  that serve as an offset to the
gross benefit,  as described above.  Aggregate account balances held in trust in
individual  employee  accounts which will be available upon retirement to offset
the gross benefit at December 31, 1999 totaled $130.3 million.

                  As part of the new  five-year  labor  agreement,  the  Company
offered a limited program of Retirement Enhancements. The Retirement Enhancement
program provide for unreduced retirement benefits to the first 850 employees who
retired  after October 1, 1996. In addition,  each  retiring  participant  could
elect a lump sum payment of $25,000 or a $400 monthly  supplement  payable until
age 62. More than 850  employees  applied for  retirement  under this program by
December 31, 1997. The Retirement  Enhancement program represented a Curtailment
and  Special  Termination  Benefits  under SFAS No. 88. The  Company  recorded a
charge of $66.7 million in 1997 to cover the retirement enhancement program.

                  In 1998 the Company established a supplemental defined benefit
plan  covering  its  salaried  employees  employed  as of January 31, 1998 which
provides  a  guaranteed   minimum   benefit   based  on  years  of  service  and
compensation. The gross benefit from this plan is offset by the annuitized value
of the defined  contribution  plan account balance and any benefits payable from
the Pension Benefit Guaranty Corporation from the previously  terminated defined
benefit pension plan.

                  In 1998,  WHX merged WPC's defined  benefit  pension plan with
those  of its  wholly  owned  Handy & Harman  ("H&H")  subsidiary.  The  pension
obligations  are accounted for by the parent company as a multi-  employer plan.
The merger eliminated WPC cash funding obligations estimated in excess of $135.0
million.  WPC pension expense is allocated by the common parent and totaled $4.2
million  in  1999  and  $9.8  million  in  1998.  Based  on  current   actuarial
assumptions, the merged pension plan is fully funded.




                                      -29-

<PAGE>

                  The amounts  (prepaid)  accrued at December  31,  included the
following components.
<TABLE>
<CAPTION>
                                                                                                   Postretirement Benefits
                                                                             Pension Benefits       Other Than Pensions
                                                                          (Dollars in Thousands)   (Dollars in Thousands)
                                                                           1999            1998        1999        1998
                                                                           ----            ----        ----        ----
<S>                                                                     <C>             <C>         <C>         <C>
Change in benefit obligation:
         Benefit Obligation at beginning of year                        $         --    $ 172,431   $ 299,013   $ 308,812
         Service cost                                                             --        1,467       2,612       2,231
         Interest cost                                                            --        3,518      18,918      19,172
         Actuarial (gain)                                                         --      (10,390)    (28,164)     (3,674)
         Benefits paid                                                            --       (7,527)    (22,193)    (27,528)
         Plan Amendments -Implementation                                          --         --          --          --
         Business Combinations                                                    --     (159,499)       --          --
         Curtailments/Settlements/Termination Benefits                            --         --          --          --
         Transfers from DC Plans                                                  --         --          --          --
                                                                        --------------  ---------   ---------   ---------
          Benefit Obligation at December 31                             $         --    $    --     $ 270,186   $ 299,013
                                                                        --------------  ---------   ---------   ---------

Change in plan assets:
         Fair value of plan assets at beginning of year                 $         --    $   5,180   $     424   $   7,795
         Actual return on plan assets                                             --       11,421          23         137
         Benefits paid                                                            --       (7,527)       (447)     (7,508)
         Business combinations                                                    --       (9,074)       --          --
         Transfers from DC Plans                                                  --         --          --          --
                                                                        --------------  ---------   ---------   ---------
         Fair value of plan assets at December 31                       $         --    $    --     $    --     $     424
                                                                        --------------  ---------   ---------   ---------

         Plan assets in excess of (less than)
            benefit obligation                                          $         --    $    --     $(270,186)  $(298,589)
         Unrecognized prior service cost                                          --         --       (32,650)    (36,568)
         Unrecognized net actuarial (gain)loss                                    --         --       (91,731)    (70,034)
                                                                        --------------  ---------   ---------   ---------
         Net amount recognized at December 31                           $         --    $    --     $(394,567)  $(405,191)
                                                                        ==============  =========   =========   =========

         Amounts recognized in the statement
          of financial position consist of:
         Accrued benefit liability                                      $         --    $    --     $(394,567)  $(405,191)
         Intangible asset                                                         --         --          --          --
                                                                        --------------  ---------   ---------   ---------
         Net amount recognized                                          $         --    $    --     $(394,567)  $(405,191)
                                                                        ==============  =========   =========   =========

</TABLE>

         Net Periodic  (credit)  costs for pension and  postretirement  benefits
other than pensions  (principally  health care and life insurance) for employees
and covered dependents.

<TABLE>
<CAPTION>
                                                                                               Postretirement Benefits
                                                          Pension Benefits                      Other Than Pensions
                                                          ----------------                     -----------------------
                                                         1999            1998            1999          1998            1997
                                                         ----            ----            ----          ----            ----
                                                         (Dollars in Thousands)                 (Dollars in Thousands)
<S>                                                   <C>             <C>             <C>             <C>             <C>
Components of net periodic (credit) cost:
Service cost                                          $    --         $  1,467        $  2,612        $  2,231        $  2,488
Interest cost                                              --            3,518          18,918          19,172          20,950
Expected return on plan assets                             --              204              (6)           (156)           --
Curtailment (gain)/loss                                    --             --              --              --              --
Amortization of prior service cost                         --            2,149          (3,918)         (3,918)           --
Recognized actuarial (gain) /loss                          --             (288)         (3,309)         (5,696)         (7,490)
                                                      ---------       --------        --------        --------        --------
Total                                                 $    --         $  7,050        $ 14,297        $ 11,633        $ 15,948
                                                      =========       ========        ========        ========        ========
</TABLE>


                                      -30-

<PAGE>

         The  discount  rate  and  rates  of  compensation   increases  used  in
determining  the benefit  obligations at December 31, 1999,  1998, and 1997, and
the expected long-term rate of return on assets in each of the years 1999, 1998,
and 1997 were as follows.

<TABLE>
<CAPTION>
                                                                                       Postretirement Benefits
                                                   Pension Benefits                    Other Than Pensions
                                                   ----------------                    ------------------------
                                              1999                 1998          1999             1998             1997
                                              ----                 ----          ----             ----             ----

<S>                                             <C>               <C>             <C>             <C>             <C>
Discount rate                                    --               7.0%            8.0%            6.5%            7.0%
Expected return on assets                        --              10.0%            8.0%            8.0%            8.0%
Rate of compensation increase                    --               N/A             --              --              --
Medical care cost trend rate                     --               N/A             8.0%            8.5%            9.0%
</TABLE>


401-k Plan

         Effective  January 1, 1994 the Company began matching salaried employee
contributions  to the 401(k) plan with shares of the Company's Common Stock. The
Company matches 50% of the employees contributions. The employer contribution is
limited to a maximum of 3% of an employee's  salary.  Matching  contributions of
WHX Common  Stock  pursuant  to the 401(k)  plan are  charged to the  Company at
market value through the intercompany  accounts.  At December 31, 1999, 1998 and
1997, the 401(k) plan held 368,225 shares,  288,157 shares and 275,537 shares of
WHX Common Stock, respectively.

  Postemployment Benefits

         The Company  provides  benefits to former or inactive  employees  after
employment  but  before  retirement.   Those  benefits  include,  among  others,
disability,  severance and workers' compensation. The assumed discount rate used
to measure  the  benefit  liability  was 8.0% at  December  31, 1999 and 6.5% at
December 31, 1998.

  Other Postretirement Benefits

         The  Company  sponsors  postretirement  benefit  plans  that cover both
management  and  hourly  retirees  and  dependents.  The plans  provide  medical
benefits  including  hospital,  physicians'  services and major medical  expense
benefits and a life  insurance  benefit.  The hourly  employees'  plans  provide
non-contributory  basic medical and a supplement to Medicare benefits, and major
medical coverage to which the Company  contributes 50% of the insurance  premium
cost. The management plan has provided basic medical and major medical  benefits
on a non-contributory basis through age 65.

         The cost of  postretirement  medical  and life  benefits  for  eligible
employees are accrued during the employee's  service period through the date the
employee  reaches full benefit  eligibility.  The Company  defers and  amortizes
recognition of changes to the unfunded obligation that arise from the effects of
current  actuarial  gains and losses and the effects of changes in  assumptions.
The  Company  funds  the  plans  as  current   benefit   obligations  are  paid.
Additionally,  in 1994 the Company began funding a qualified trust in accordance
with  its  collective  bargaining  agreement.   The  new  collective  bargaining
agreement provides for the use of those funds to pay current benefit obligations
and suspends additional funding until 2002.

         For  measurement  purposes,  medical  costs are  assumed to increase at
annual rates as stated above and declining gradually to 5.5% in 2004 and beyond.
The health care cost trend rate assumption has  significant  effect on the costs
and  obligation  reported.  A 1%  increase in the health care cost trend rate in
each  year  would   result  in   approximate   increases   in  the   accumulated
postretirement benefit obligation of $20.3 million and net periodic benefit cost
of $3.8  million.  A 1% decrease in the health care cost trend rate in each year
would result in approximate decreases in the accumulated  postretirement benefit
obligation of $18.1 million and net periodic benefit cost of $3.4 million.

                                      -31-

<PAGE>


  Coal Industry Retiree Health Benefit Act

         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 which 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  obligation  under the Act
relates to its previous ownership of coal mining operations.

         At December 31, 1999, the actuarially  determined  liability discounted
at 8.0% covering 460 assigned  retirees and dependents and 166 orphans,  totaled
$9.5  million.  At December  31,  1998,  the  actuarially  determined  liability
discounted  at 6.5%  covering  494  assigned  retirees  and  dependents  and 188
orphans,  totaled $11.0 million. At December 31, 1997 the actuarially determined
accrued liability discounted at 7% covering 532 assigned retirees and dependents
and 133 orphans,  totaled $10.8 million.  The Company  recorded an extraordinary
charge of $1.7 million (net of tax) in 1997 related to  assignment of additional
orphans.


NOTE D--Income Taxes
<TABLE>
<CAPTION>
                                                                                         Year ended December 31,
                                                                        --------------------------------------------------------

                                                                         1999                    1998                   1997
                                                                         ----                    ----                   ----
                                                                                         (Dollars in thousands)
<S>                                                                     <C>                    <C>                    <C>
Income Taxes Before Extraordinary Items
Current
  Federal tax provision (benefit) .............................         $  (1,188)             $      93              $       0
  State tax provision .........................................               118                    400                    460
                                                                        ---------              ---------              ---------
Total income taxes current ....................................            (1,070)                   493                    460
                                                                        ---------              ---------              ---------


Deferred
  Federal tax provision (benefit) .............................           (19,653)                (3,594)              (110,495)
                                                                        ---------              ---------              ---------

Income tax provision (benefit) ................................         $ (20,723)             $  (3,101)             $(110,035)
                                                                        =========              =========              =========


Total Income Taxes
Current
  Federal tax provision (benefit) .............................         $  (1,188)             $      93              $       0
  State tax provision .........................................               118                    400                    460
                                                                        ---------              ---------              ---------
Total income taxes current ....................................            (1,070)                   493                    460
                                                                        ---------              ---------              ---------

Deferred
  Federal tax provision (benefit) .............................           (19,653)                (3,594)              (124,490)
                                                                        ---------              ---------              ---------

Income tax provision (benefit) ................................         $ (20,723)             $  (3,101)             $(124,030)
                                                                        =========              =========              =========


Components of Total Income Taxes
Operations ....................................................         $ (20,723)             $  (3,101)             $(110,035)
Extraordinary items ...........................................              --                     --                  (13,995)
                                                                        ---------              ---------              ---------
Income tax provision (benefit) ................................         $ (20,723)             $  (3,101)             $(124,030)
                                                                        =========              =========              =========
</TABLE>


                                      -32-

<PAGE>

         Deferred  income  taxes  result  from  temporary   differences  in  the
financial basis and tax basis of assets and liabilities. The type of differences
that give rise to  deferred  income tax  liabilities  or assets are shown in the
following table:


Deferred Income Tax Sources
<TABLE>
<CAPTION>
                                                                                 1999                       1998
                                                                                 ----                       ----
                                                                                        (Dollars in millions)
Assets

<S>                                                                     <C>                   <C>
Postretirement and postemployment employee benefits .................. $  139.8             $  143.6
Operating loss carryforward (expiring in 2005 to 2019) ...............     75.6                 60.1
Minimum tax credit carryforwards (indefinite carryforward) ...........     51.3                 51.4
Provision for expenses and losses ....................................     42.5                 47.4
Leasing activities ...................................................     20.3                 22.2
State income taxes ...................................................      1.1                  1.3
Miscellaneous other ..................................................      5.0                  5.5
                                                                          ------               ------
     Deferred tax assets .............................................    335.6                331.5
                                                                          ------               ------

Liabilities

Property plant and equipment .........................................   (144.9)              (155.9)
Inventory ............................................................    (31.4)               (30.3)
Pension ..............................................................     (0.6)                (1.4)
State income taxes ...................................................     (0.9)                (0.9)
Miscellaneous other ..................................................     (0.8)                (0.5)
                                                                         ------               ------
     Deferred tax liability ..........................................   (178.6)              (189.0)
Valuation allowance ..................................................    (22.1)               (22.5)
                                                                         ------               ------

Deferred income tax asset--net ....................................... $  134.9             $  120.0
                                                                         ------               ------

</TABLE>

                  As of December 31, 1999,  for  financial  statement  reporting
purposes,  a balance of  approximately  $20.0 million of  prereorganization  tax
benefits  exist.  These benefits will be reported as a direct addition to equity
as they are recognized.  No prereorganization tax benefits have been recorded in
1999, 1998 or 1997. During 1999, the valuation  allowance decreased $0.4 million
due to the expiration of tax credit carryovers.

                  During 1994, the Company  experienced  an ownership  change as
defined by  Section  382 of the  Internal  Revenue  Code.  As the result of this
event,  pre-change  of control net  operating  losses that can be used to offset
post-change  or control  pre-tax income will be limited to  approximately  $32.0
million.  Post-  change of control  net  operating  losses do not have an annual
offset limitation.

                  Total  federal and state income  taxes paid in 1999,  1998 and
1997 were $0.3 million, $1.2 million and $0.7 million, respectively.

                  Federal tax returns have been examined by the Internal Revenue
Service  ("IRS")  through  1987.  The  Company is  currently  undergoing  an IRS
examination  of tax returns for the years  1995-1997.  Management  believes that
there will be no material  adjustments  to the income tax returns filed in those
years.  The statute of limitations has expired for years through 1994;  however,
the IRS can review  prior  years to adjust any NOLs  incurred  in such years and
carried forward to offset income in subsequent open years.  Management  believes
it has adequately provided for all taxes on income.



                                      -33-

<PAGE>

                  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:


<TABLE>
<CAPTION>
                                                                                                    December 31,
                                                                                ---------------------------------------------------
                                                                                  1999                   1998                 1997
                                                                                  ----                   ----                 ----
                                                                                               (Dollars in thousands)


<S>                                                                             <C>                  <C>                  <C>
Income (loss) before taxes and ......................................           $ (55,209)           $  (9,604)           $(314,498)
  extraordinary item ................................................           =========            =========            =========

Tax provision (benefit) at statutory rate ...........................           $ (19,323)           $  (3,361)           $(110,074)
Increase (reduction) in tax due to:
  Percentage depletion ..............................................                (530)                (829)              (1,092)
  Equity earnings ...................................................                (844)              (1,484)                 338
  State income tax net of federal effect ............................                  77                  260                  299
  Change in valuation allowance .....................................                (428)               2,481                 --

  Other miscellaneous ...............................................                 325                 (168)                 494
                                                                                ---------            ---------            ---------
Tax provision (benefit) .............................................           $ (20,732)           $  (3,101)           $(110,035)
                                                                                =========            =========            =========

</TABLE>


Note E--Inventories

                                                              December 31,
                                                       -------------------------
                                                        1999            1998
                                                        ----            ----
                                                       (Dollars in thousands)
Finished products ..............................      $ 43,419        $ 33,936
In-process .....................................       114,771         114,416
Raw materials ..................................        61,483          74,988
Other materials and supplies ...................        28,033          33,373
                                                      --------        --------
                                                       247,706         256,713
LIFO reserve ...................................         4,489           2,626
                                                      --------        --------
                                                      $252,195        $259,339
                                                      ========        ========


                  During  1999  and  1998,  certain  inventory  quantities  were
reduced,  resulting in  liquidations  of LIFO  inventories,  the effect of which
decreased income by  approximately  $0.6 million in 1999 and increased income by
approximately $1.8 million in 1998.


NOTE F--Property, Plant and Equipment


                                                           December 31,
                                                      -------------------------
                                                      1999               1998
                                                      ----               ----
                                                       (Dollars in thousands)

Land and mineral properties ......................   $   24,868     $    7,715
Buildings, machinery and equipment ...............    1,105,391      1,070,946
Construction in progress .........................       40,590         17,185
                                                      ---------      ---------
                                                      1,170,849      1,095,846
Accumulated depreciation and amortization ........      517,615        444,760
                                                      ---------      ---------
                                                     $  653,234     $  651,086
                                                     ==========     ==========


                                      -34-

<PAGE>

                  The Company  utilizes the modified units of production  method
of depreciation which recognizes that the depreciation of steelmaking  machinery
is related to the physical wear of the  equipment as well as a time factor.  The
modified  units of production  method  provides for straight  line  depreciation
charges modified  (adjusted) by the level of raw steel  production.  In 1999 and
1998 depreciation under the modified units of production method was $0.7 million
or 1.3% more and $1.1  million  or 2% more,  respectively,  than  straight  line
depreciation.

NOTE G--Long-Term Debt

                                                               December 31,
                                                          ----------------------
                                                           1999           1998
                                                           ----           ----
                                                          (Dollars in thousands)

Senior Unsecured Notes due 2007, 9 1/4% ..............     $274,175     $274,071
Term Loan Agreement due 2006, floating rate ..........       75,000       75,000
Other ................................................        5,218          921
                         --                                --------     --------
                                                            354,393      349,992
Less portion due within one year .....................          415          217
                         --                                --------     --------
     Total Long-Term Debt(1) .........................     $353,978     $349,775
                         ==                                ========     ========



(1)               The fair value of  long-term  debt at  December  31,  1999 and
                  December  31,  1998 was $338.7  million  and  $331.7  million,
                  respectively.  Fair value of long-term debt is estimated based
                  on trading in the public market.

                  Long-term  debt  maturing in each of the next five years is as
                  follows:  2000,  $415; 2001, $442; 2002, $472; 2003, $243, and
                  2004, $258.

                  A summary of the  financial  agreements  at December  31, 1999
                  follows:

  Revolving Credit Facility:

                  On April 30,  1999,  WPSC  entered  into a Third  Amended  and
Restated  Revolving  Credit Facility  ("RCF") with Citibank,  N.A. as agent. The
RCF, as amended,  provides for borrowings for general  corporate  purposes up to
$150 million, including a $25 million sub-limit for letters of credit.

                  The RCF  agreement  expires  May 3, 2003.  Interest  rates are
based on the Citibank prime rate plus 1.25% and/or a Eurodollar rate plus 2.25%.
The margin over the prime rate and the Eurodollar  rate can fluctuate based upon
performance.  A  commitment  fee of 0.5% is charged on the unused  portion.  The
letter of credit fee is 2.25% and is also performance based.

                  Borrowings  are  secured  primarily  by 100%  of the  eligible
inventory  of  WPSC,   Pittsburgh-Canfield   Corporation  ("PCC")  and  Wheeling
Construction  Products,  Inc. ("WCPI"), and the terms of the RCF contain various
restrictive  covenants,  limiting among other things dividend  payments or other
distribution  of assets,  as defined in the RCF.  The Company is a  wholly-owned
subsidiary  of WHX.  WPSC,  PCC and WCPI are  wholly-owned  subsidiaries  of the
Company. Certain financial covenants associated with leverage, capital spending,
cash flow and interest coverage must be maintained.  WPC, PCC and WCPI have each
guaranteed all of the obligations of WPSC under the RCF. Borrowings  outstanding
against the RCF at December 31, 1999 totaled  $79.9  million.  Letters of credit
outstanding under the RCF were $0.1 million at December 31, 1999.




                                      -35-

<PAGE>


 93/8 % Senior Notes Due 2003:

                  In  November  1997 the  Company,  under the terms of the 93/8%
Senior  Notes,   defeased  the  remaining  $266.2  million  93/8%  Senior  Notes
outstanding  at a total  cost of $298.8  million.  The 93/8%  Senior  Notes were
placed into trusteeship where they will be held until redemption on November 15,
2000.

9 1/4% Senior Notes Due 2007:

                  On November 26, 1997 the Company issued $275 million principal
amount of 9 1/4% Senior  Notes.  Interest on the 9 1/4% Senior  Notes is payable
semi-annually on May 15 and November 15 of each year. The Senior Notes mature on
November 15, 2007.  The 9 1/4% Senior Notes were  exchanged for identical  notes
which were issued pursuant to an exchange offer  registered under the Securities
Act of 1933, as amended.

                  The 9 1/4% Senior  Notes are  redeemable  at the option of the
Company,  in whole  or in  part,  on or after  November  15,  2002 at  specified
redemption prices, plus accrued interest and liquidated damages, if any, thereon
to the date of redemption.

                  Upon the  occurrence of a Change of Control (as defined),  the
Company will be required to make an offer to repurchase  all or any part of each
holder's Senior Notes at 101% of the principal amount thereof,  plus accrued and
unpaid  interest  and  liquidated  damages,  if  any,  thereon  to the  date  of
repurchase.

                  The 9 1/4%  Senior  Notes  are  unsecured  obligations  of the
Company,  ranking  senior  in  right  of  payment  to all  existing  and  future
subordinated  indebtedness of the Company,  and pari passu with all existing and
future senior unsecured indebtedness of the Company,  including borrowings under
the Term Loan Agreement.

                  The  9  1/4%  Senior  Notes  are  fully  and   unconditionally
guaranteed  on a joint and several  and senior  basis by the  guarantors,  which
consist of the Company's present and future operating  subsidiaries.  The 9 1/4%
Senior Notes indenture  contains certain covenants,  including,  but not limited
to, covenants with respect to: (i) limitations on indebtedness; (ii) limitations
on restricted payments; (iii) limitations on transactions with affiliates;  (iv)
limitations on liens;  (v) limitations on sales of assets;  (vi)  limitations on
issuance  and  sale of  capital  stock of  subsidiaries;  (vii)  limitations  on
dividends  and other payment  restrictions  affecting  subsidiaries;  and (viii)
restrictions on consolidations, mergers and sales of assets.


Term Loan Agreement

                  On November  26, 1997 the Company  entered  into the Term Loan
Agreement with DLJ Capital Funding Inc., as syndication  agent pursuant to which
it borrowed $75 million.

                  Amounts   outstanding  under  the  Term  Loan  Agreement  bear
interest at the base rate (as defined  therein)  plus 2.25% or the LIBO rate (as
defined  therein) plus 3.25%.  Interest on the Term Loan is payable on March 15,
June 15, September 15 and December 15 as to Base Rate Loans, and with respect to
LIBOR  loans on the last day of each  applicable  interest  period,  and if such
interest  period shall exceed three  months,  at intervals of three months after
the first day of such interest period.

                  The Company's  obligations  under the Term Loan  Agreement are
guaranteed  by its present and future  operating  subsidiaries.  The Company may
prepay the obligations  under the Term Loan Agreement  beginning on November 15,
1998, subject to a premium of 2.0% of the principal amount thereof. Such premium
declined to 1.0% on November  15, 1999 with no premium on or after  November 15,
2000.




                                      -36-

<PAGE>

  Interest Cost

                  Aggregate  interest  costs  on debt  and  amounts  capitalized
during the three years ended December 31, 1999, are as follows:

<TABLE>
<CAPTION>

                                                                  1999          1998          1997
                                                                  ----          ----          ----
                                                                      (Dollars in thousands)

<S>                                                              <C>           <C>         <C>
Aggregate interest expense on long-term debt...................  $40,965       $38,762     $29,431
Less: Capitalized interest.....................................    3,034         2,063       2,227
                                                                 -------       -------     -------
Interest expense...............................................  $37,931       $36,699     $27,204
                                                                 =======       =======     =======
Interest Paid..................................................  $40,485       $36,924     $29,515
                                                                 =======       =======     =======
</TABLE>

NOTE H--Stockholder's Equity

       Changes in capital accounts are as follows:

<TABLE>
<CAPTION>

                                                                        Accumulated        Capital in
                                                      Common Stock        Earnings        Excess of Par
                                                   Shares    Amount       (Deficit)          Value
                                                   ------    ------       ---------          -----
                                                                     (Dollars in thousands)
<S>             <C>                                 <C>       <C>          <C>              <C>
Balance January 1, 1997.......................      100       $ 0          $  73,100        $265,387
Net income (loss).............................       --        --           (230,453)             --
WPN stock option..............................       --        --                 --           6,678
                                                  -----     -----          ---------        --------
Balance December 31, 1997.....................      100         0           (157,353)        272,065
Net income (loss).............................       --        --             (6,503)             --
Contribution To Capital.......................       --        --                 --          63,073
                                                  -----     -----          ---------        --------
Balance December 31, 1998.....................      100         0           (163,856)        335,138
Net income (loss).............................       --        --             34,485)             --
                                                  -----     -----          ---------        --------
Balance December 31, 1999.....................      100       $ 0          $(198,341)       $335,138
                                                  =====     =====          =========        ========
</TABLE>

         The Company accounts for grants of options to purchase WHX Common Stock
in accordance with  Interpretation 1 to Accounting  Principles Board Opinion No.
25 "Accounting  for Stock Issued to  Employees".  Options to purchase WHX Common
Stock are  granted  at market  value and cash is paid to WHX when the  option is
exercised.  No employee  compensation  amounts are recorded upon the issuance of
options to purchase WHX Common Stock.

         In 1997 the  compensation  committee  of the Board of  Directors of WHX
granted an option to purchase  1,000,000 shares of WHX Common Stock to WPN Corp.
for its performance in negotiating a new five-year labor agreement. The Board of
Directors  approved  such grant on  September  25,  1997,  and the  stockholders
approved it on December 1, 1997 (measurement  date). The options,  to the extent
not previously  exercised,  will expire on August 4, 2007. The fair value of the
option  grant is  estimated  on the  measurement  date  using the  Black-Scholes
option-pricing  model. The following  assumptions were used in the Black-Scholes
calculation:  expected volatility of 48.3%, risk-free interest rate of 5.83%, an
expected life of 5 years and a dividend yield of zero.  The resulting  estimated
fair value of the shares  granted in 1997 was $6.7 million which was recorded as
part of the special charge related to the new labor agreement.

         In 1998,  WHX merged WPC's defined  benefit  pension plan with those of
its wholly owned Handy & Harman ("H&H") subsidiary.  The pension obligations are
accounted  for by the  parent  company  as a multi-  employer  plan.  The merger
eliminated WPC cash funding  obligations  estimated in excess of $135.0 million.
The pension liability on the WPC books at the time of the pension merger, net of
the deferred tax asset,  was

                                      -37-

<PAGE>

eliminated and credited to paid-in-capital.  WPC pension expense is allocated by
the common  parent and totaled  $4.2  million in 1999 and $9.8  million in 1998.
Based on current actuarial assumptions, the merged pension plan is fully funded.

NOTE I --Related Party Transaction

         The Chairman of the Board of WHX is the President and sole  shareholder
of WPN Corp. Pursuant to a management agreement effective as of January 3, 1991,
as amended,  approved by a majority of the  disinterested  directors of WHX, WPN
Corp. provides certain financial, management advisory and consulting services to
WPC.  Such  services  include,  among  others,  identification,  evaluation  and
negotiation  of  acquisitions  and  divestitures,  responsibility  for financing
matters, review of annual and quarterly budgets, supervision and administration,
as appropriate,  of all WPC's accounting and financial  functions and review and
supervision of reporting obligations under Federal and state securities laws. In
exchange for such services,  WPN Corp.  received a fixed monthly fee of $208,333
in 1999 and 1998 from the Company. In December 1997 WHX stockholders  approved a
grant of an option to purchase 1,000,000 shares of Common Stock to WPN Corp. for
their  performance in obtaining a new labor  agreement.  The options were valued
using the Black-Scholes formula at $6.7 million and recorded as a special charge
related to the labor contract.  The Management Agreement has a two year term and
is renewable automatically for successive one year periods, unless terminated by
either party upon 60 days' prior written notice.

         The  Company  regularly  sells steel  product to Unimast at  prevailing
market prices. During 1999 and 1998, the Company shipped $48.4 million and $27.2
million,  respectively of steel product. Amounts due the Company at December 31,
1999 and 1998 were $3.7 million and $3.4 million, respectively.


NOTE J--Commitments and Contingencies

  Environmental Matters

         The Company has been  identified  as a  potentially  responsible  party
under the Comprehensive  Environmental Response,  Compensation and Liability Act
("Superfund")  or similar state statutes at several waste sites.  The Company is
subject to joint and  several  liability  imposed by  Superfund  on  potentially
responsible parties. Due to the technical and regulatory  complexity of remedial
activities and the difficulties attendant to identifying potentially responsible
parties and  allocating  or  determining  liability  among them,  the Company is
unable to reasonably  estimate the ultimate cost of  compliance  with  Superfund
laws. The Company believes, based upon information currently available, that the
Company's  liability for clean up and  remediation  costs in connection with the
Buckeye  Reclamation  Landfill will be between $1.5 million and $2.0 million. At
five other sites (MIDC Glassport,  Tex-Tin,  Breslube Penn, Four County Landfill
and Beazer) the Company estimates costs to aggregate approximately $500,000. The
Company is currently funding its share of remediation costs.

         The  Company,  as are other  industrial  manufacturers,  is  subject to
increasingly  stringent standards relating to the protection of the environment.
In order to  facilitate  compliance  with  these  environmental  standards,  the
Company has incurred  capital  expenditures for  environmental  control projects
aggregating  $7.7  million,  $9.5 million and $12.4  million for 1999,  1998 and
1997, respectively. The Company anticipates spending approximately $13.6 million
in the aggregate on major  environmental  compliance  projects  through the year
2002,  estimated to be spent as follows:  $6.7 million in 2000,  $3.1 million in
2001 and $3.8 million in 2002. Due to the possibility of  unanticipated  factual
or  regulatory  developments,   the  amount  of  future  expenditures  may  vary
substantially from such estimates.

         Non-current accrued environmental  liabilities totaled $14.7 million at
December 31, 1999 and $12.7  million at December 31, 1998.  These  accruals were
initially determined by the Company in January 1991, based on all then available
information. As new information becomes available including information provided
by third  parties,  and  changing  laws and  regulations,  the  liabilities  are
reviewed and the accruals adjusted

                                      -38-

<PAGE>
quarterly. Management believes, based on its best estimate, that the Company has
adequately provided for its present environmental obligations.

         Based upon  information  currently  available,  including the Company's
prior capital expenditures, anticipated capital expenditures, consent agreements
negotiated  with  Federal and state  agencies and  information  available to the
Company on pending judicial and administrative proceedings, the Company does not
expect  its  environmental   compliance  and  liability  costs,   including  the
incurrence of additional fines and penalties,  if any, relating to the operation
of its facilities,  to have a material adverse effect on the financial condition
or results of operations of the Company.  However,  as further information comes
into the Company's possession, it will continue to reassess such evaluations.

NOTE K--Other Income

                                                        December 31,
                                                1999          1998         1997
                                                ----          ----         ----
                                                     (Dollars in thousands)
Interest and investment income.............. $ 1,584       $ 2,702      $ 4,189
Equity income...............................   3,358         5,333       (1,206)
Receivables securitization fees.............  (5,876)       (6,192)      (3,826)
Other, net..................................   1,252         1,635          622
                                             -------       -------      --------
                                             $   318       $ 3,478      $  (221)
                                             =======       =======      ========

NOTE L--Sale of Receivables

         In 1994, a special purpose wholly-owned subsidiary of WPSC entered into
an  agreement  to sell (up to $75  million on a  revolving  basis) an  undivided
percentage  ownership in a designated pool of accounts  receivable  generated by
WPSC and two of the Company's subsidiaries: Wheeling Construction Products, Inc.
("WCPI") and Pittsburgh Canfield Company ("PCC") (the Receivables Facility).  In
1995 WPSC  entered into an  agreement  to include the  receivables  generated by
Unimast Incorporated ("Unimast"),  a wholly-owned subsidiary of WHX, in the pool
of accounts receivable sold. In May 1999, the Receivables  Facility was extended
through May 2003 and increased to $100 million on a revolving  basis.  Effective
June of 1999,  Unimast  withdrew from  participation  in the facility.  Accounts
receivable  at December 31, 1999 exclude $100 million  representing  uncollected
accounts  receivable sold with recourse  limited to the extent of  uncollectible
balances.  Fees paid by WPSC under  this  Receivables  Facility  were based upon
variable rates that range from 4.94% to 7.42%. Based on the Company's collection
history,  the  Company  believes  that  credit  risk  associated  with the above
arrangement is immaterial.


Note M--Information on Significant Joint Ventures

         The Company  owns 35.7% of  Wheeling-Nisshin  Inc.  (Wheeling-Nisshin).
Wheeling-Nisshin  had total debt  outstanding  at December  31, 1999 and 1998 of
approximately $4.1 million and $11.6 million,  respectively. The Company derived
approximately   16.2%  and  14.6%  of  its  revenues   from  sale  of  steel  to
Wheeling-Nisshin in 1999 and 1998, respectively.  The Company received dividends
of $5.0 million annually from Wheeling-Nisshin in 1999 and 1998. Amounts due the
Company at December 31, 1999 totaled $12.9 million. Audited financial statements
of  Wheeling-Nisshin  are  presented  at  page 43  because  it is  considered  a
significant subsidiary of the Company under SEC regulations.

         The Company owns 50.0% of Ohio Coatings  Company  (OCC).  OCC had total
debt  outstanding at December 31, 1999 and 1998 of  approximately  $53.6 million
and $57.2 million, respectively. The Company derived approximately 9.2% and 6.1%
of its revenues from sale of steel to OCC in 1999 and 1998 respectively. Amounts
due the Company at December 31, 1999 totaled $31.2 million, including an advance
of $14.4 million.


                                      -39-

<PAGE>
Note N-- Extraordinary Charge

                                                               Year Ended
                                                              December 31,
                                                                  1997
                                                          (Dollars in thousands)
           Premium on early debt retirement............          $32,600
           Unamortized debt issuance cost..............            4,770
           Coal retiree medical benefits...............            2,615
           Income tax effect...........................          (13,995)
                                                                 -------
                                                                 $25,990
                                                                 -------

         In November 1997 the Company paid a premium of $32.6 million to defease
the remaining  $266.2 million of the 93/8 Senior Notes at a total cost of $298.8
million.

         In 1997,  a 7%  discount  rate was used to  calculate  the  actuarially
determined coal retiree medical benefit  liability  compared to 7.5% in 1996. In
1997 the Company  also  incurred  higher  premiums for  additional  retirees and
orphans assigned in 1995. See Note C.

Note O--Summarized  combined financial  information of the subsidiary guarantors
of the 9 1/4% Senior Notes

<TABLE>
<CAPTION>

                                                                     Year Ended December 31,
                                                           1999               1998             1997
                                                           ----               ----             ----
                                                                    (Dollars in thousands)
Income Data
<S>                                                       <C>               <C>              <C>
     Net sales                                            $1,081,657        $1,111,541       $489,662
     Cost of products sold, excluding depreciation           957,412           949,475        585,609
     Depreciation                                             77,724            76,321         46,203
     Selling, general and administrative expense              63,201            61,276         52,294
     Special charge                                             --                  --         92,701
                                                         -----------        ----------      ---------
     Operating income(loss)                                  (16,680)           24,469       (287,145)
     Interest expense                                         32,542            31,408         26,071
     Other income(loss)                                       (4,470)           (3,904)        (1,280)
                                                         -----------        ----------      ----------

     Income (loss) before tax                                (53,692)          (10,843)      (314,496)
     Tax provision(benefit)                                  (20,183)           (3,535)      (110,034)
                                                         -----------        ----------      ---------
     Net income (loss)                                   $   (33,509)       $   (7,308)     $(204,462)
                                                         ===========        ==========      ==========
</TABLE>


                                      -40-
<PAGE>
<TABLE>
<CAPTION>

                                                                     Year Ended December 31,
                                                           1999                 1998            1997
                                                           ----                 ----            ----
                                                                    (Dollars in thousands)
Balance Sheet Data
Assets
<S>                                                      <C>                <C>             <C>
     Current assets                                      $  313,828         $   311,222     $   324,813
     Non-current assets                                     858,766             835,287         990,435
                                                         ----------         -----------     -----------
Total assets                                             $1,172,594         $ 1,146,509     $ 1,315,248
                                                         ==========         ===========     ===========
Liabilities and stockholder's equity
     Current liabilities                                 $  321,491         $  262,926      $   311,723
     Non-current liabilities                                759,253            760,127          935,834
     Stockholder's equity                                    91,850            123,456           67,691
                                                         ----------         -----------     -----------
Total liabilities and stockholder's equity               $1,172,594         $1,146,509      $ 1,315,248
                                                         ==========         ==========      ===========
</TABLE>

Note P--Subsequent Event (Unaudited)

         On March 10, 2000, the Company reached an agreement with certain of its
insurance  carriers relating to several  outstanding  claims.  As a result,  the
Company will record a gain of approximately $7.5 million in the first quarter of
2000.


Note Q--Quarterly Information (Unaudited)

         Financial  results by quarter for the two fiscal  years ended  December
31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>

                                                                                 Earnings (Loss)
                                                                                   Per Share
                                                                           Net       Before      Earnings
                                                  Gross   Extraordinary  Income  Extraordinary    (Loss)
                                  Net Sales       Profit    Charge       (Loss)      Charge     Per Share
                                  ---------       ------    ------       ------      ------     ---------
                                                         (Dollars in thousands)

1999:
<S>    <C>                          <C>          <C>          <C>      <C>              <C>       <C>
       1st Quarter...............   250,048      11,463       --       (20,267)         *         *
       2nd Quarter...............   255,799      37,610       --        (5,450)
       3rd Quarter...............   282,358      38,643       --        (4,009)
       4th Quarter...............   293,452      35,755       --        (4,759)
1998:
       1st Quarter...............   259,121      29,182       --        (8,951)         *         *
       2nd Quarter...............   288,767      52,361       --         6,092
       3rd Quarter...............   297,717      45,247       --         1,959
       4th Quarter...............   265,936      34,671       --        (5,603)
</TABLE>


*      Earnings  per  share  are  not  meaningful   because  the  Company  is  a
       wholly-owned subsidiary of WHX Corporation.


                                      -41-

<PAGE>


ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURES.

          NOT APPLICABLE

                                    PART III

          OMITTED


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORT ON FORM 8-K

          (a) 2.  Audited Financial Statements of Wheeling-Nisshin, Inc.

          The following audited Financial Statements of  Wheeling-Nisshin,  Inc.
are presented because Wheeling-Nisshin is considered a significant subsidiary as
defined under SEC Regulations.


                                      -42-

<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors
of Wheeling-Nisshin, Inc.


In our opinion,  the accompanying  balance sheets and the related  statements of
income,  shareholders'  equity and cash flows  present  fairly,  in all material
respects,  the  financial  position of  Wheeling-Nisshin,  Inc. (the Company) at
December 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999, in conformity
with  accounting  principles  generally  accepted  in the United  States.  These
financial  statements are the  responsibility of the Company'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
auditing standards  generally accepted in the United States,  which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  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 the opinion expressed above.

As discussed in Note 3 to the financial  statements,  effective January 1, 1999,
the  Company  has given  retroactive  effect to the  change  in  accounting  for
inventories from the last-in, first-out (LIFO) method to the first-in, first-out
(FIFO) method.




February 18, 2000, except for Note 9,
  which is dated March 10, 2000


                                      -43-

<PAGE>
                             Wheeling-Nisshin, Inc.
                                 Balance Sheets
                           December 31, 1999 and 1998

                     (in thousands except for share amounts)

<TABLE>
<CAPTION>

                                                                                      1999                 1998
                               Assets

<S>                                                                                 <C>                 <C>
Current assets:
    Cash and cash equivalents                                                       $ 19,044            $ 21,278
    Investments                                                                       39,493              48,659
    Trade accounts receivable, net of allowance for bad debts of
      $250 in 1999 and 1998 (Note 9)                                                  16,856              10,262
    Inventories (Notes 3 and 4)                                                       20,248              13,287
    Prepaid income taxes                                                                --                 1,045
    Deferred tax assets (Note 7)                                                       3,985               3,303
    Other current assets                                                                 841                 432
                                                                                    --------            --------

              Total current assets                                                   100,467              98,266
                                                                                    --------            --------

Property, plant and equipment, net (Note 5)                                          103,454             111,788
Debt issuance costs, net of accumulated amortization
  of $1,879 in 1999 and $1,792 in 1998                                                    22                 109
Other assets                                                                             696                 602
                                                                                    --------            --------

              Total assets                                                          $204,639            $210,765
                                                                                    ========            ========

          Liabilities and Shareholders' Equity

Current liabilities:
    Accounts payable                                                                $  9,348            $  5,381
    Due to affiliates (Note 9)                                                         9,449               3,968
    Accrued interest                                                                      83                 237
    Accrued income taxes                                                                 809                --
    Other accrued liabilities                                                          3,653               3,970
    Accrued profit sharing                                                             2,195               6,290
    Current portion of long-term debt (Note 6)                                         4,106               6,775
                                                                                    --------            --------

              Total current liabilities                                               29,643              26,621
                                                                                    --------            --------

Long-term debt, less current portion (Note 6)                                           --                 4,824
Deferred tax liabilities (Note 7)                                                     27,220              26,271
Other long-term liabilities (Note 10)                                                  2,500               2,500
                                                                                    --------            --------

              Total liabilities                                                       59,363              60,216
                                                                                    --------            --------

Contingencies (Note 10)

Shareholders' equity:
    Common stock, no par value; authorized, issued and
      outstanding, 7,000 shares                                                       71,588              71,588
    Retained earnings                                                                 73,688              78,961
                                                                                    --------            --------

              Total shareholders' equity                                             145,276             150,549
                                                                                    --------            --------
                 Total liabilities and shareholders' equity                         $204,639            $210,765
                                                                                    ========            ========
</TABLE>


The accompanying notes are an integral part of these financial statements.



                                      -44-

<PAGE>


                             Wheeling-Nisshin, Inc.
                              Statements of Income
                        December 31, 1999, 1998 and 1997

                                 (in thousands)

<TABLE>
<CAPTION>

                                                                 1999           1998             1997

<S>                                                           <C>            <C>             <C>
Net sales (Note 9)                                            $ 347,087      $  379,415      $  396,278

Cost of goods sold, excluding depreciation (Notes 3 and 9)      316,275         328,405         354,730
                                                              ---------      ----------      ----------

           Gross profit                                          30,812          51,010          41,548
                                                              ---------      ----------      ----------


Selling, general and administrative expenses                      6,880           6,594           5,233
Depreciation and amortization                                    12,772          13,002          12,955
                                                              ---------      ----------      ----------

           Operating income                                      11,160          31,414          23,360
                                                              ---------      ----------      ----------

Other income (expense):
      Interest and other income                                   3,049           3,002           2,203
      Interest expense                                             (464)           (985)         (1,398)
                                                              ---------      ----------      ----------
                                                                  2,585           2,017             805
                                                              ---------      ----------      ----------

           Income before income taxes                            13,745          33,431          24,165

Provision for income taxes (Note 7)                               5,018          12,259           8,938
                                                              ---------      ----------      ----------

           Net income                                         $   8,727      $   21,172      $   15,227
                                                              ---------      ----------      ----------

Earnings per share                                            $    1.25      $     3.02      $     2.18
                                                              ---------      ----------      ----------
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                      -45-

<PAGE>
                             Wheeling-Nisshin, Inc.
                       Statements of Shareholders' Equity
                        December 31, 1999, 1998 and 1997

                                 (in thousands)
<TABLE>
<CAPTION>

                                                      Common          Retained
                                                      Stock           Earnings            Total

<S>                 <C> <C>                     <C>                <C>               <C>
Balance at December 31, 1996                    $     71,588       $     63,562      $   135,150

Net income, as restated (Note 3)                           -             15,227           15,227

Cash dividends ($1 per share)                              -            (7,000)          (7,000)
                                                ------------      -------------     ------------

Balance at December 31, 1997, as restated             71,588             71,789          143,377

Net income, as restated (Note 3)                           -             21,172           21,172

Cash dividends ($2 per share)                              -           (14,000)         (14,000)
                                                ------------      -------------     ------------

Balance at December 31, 1998, as restated             71,588             78,961          150,549

Net income                                                 -              8,727            8,727

Cash dividends ($2 per share)                              -           (14,000)         (14,000)
                                                ------------      -------------     ------------

Balance at December 31, 1999                    $     71,588       $     73,688      $   145,276
                                                ------------      -------------     ------------
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                      -46-

<PAGE>

                             Wheeling-Nisshin, Inc.
                            Statements of Cash Flows
                        December 31, 1999, 1998 and 1997

                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                   1999            1998              1997
<S>                                                                            <C>              <C>              <C>
Cash flows from operating activities:
    Net income                                                                 $   8,727        $  21,172        $  15,227
    Adjustments to reconcile net income to net cash
      provided by operating activities:
       Depreciation and amortization                                              12,772           13,002           12,955
       Loss on disposal of property and equipment                                     65                6             --
       Deferred income taxes                                                         267              545              644
       Net change in operating assets and liabilities:
          (Increase) decrease in trade accounts receivable                        (6,594)           6,102            3,401
          (Increase) decrease in inventories                                      (6,961)           2,163            6,783
          Decrease (increase) in prepaid and accrued income taxes                  1,854             (906)          (3,322)
          (Increase) decrease in other assets                                       (503)             190              197
          Increase (decrease) in accounts payable                                  3,967           (5,303)         (10,542)
          Increase in due to affiliates                                            5,481              612            3,356
          Decrease in accrued interest                                              (154)            (130)            (130)
          (Decrease) increase in other accrued liabilities                        (5,397)           2,750           (1,879)
                                                                               ---------        ---------        ---------

             Net cash provided by operating activities                            13,524           40,203           26,690
                                                                               ---------        ---------        ---------

Cash flows from investing activities:
    Capital expenditures, net                                                     (3,431)            (222)            (959)
    Proceeds from sale of land                                                      --                 24             --
    Purchase of investments                                                     (113,509)         (44,214)         (43,700)
    Maturity of investments                                                      122,675           24,055           35,100
                                                                               ---------        ---------        ---------

             Net cash provided by (used in) investing activities                   5,735          (20,357)          (9,559)
                                                                               ---------        ---------        ---------

Cash flows from financing activities:
    Payments on long-term debt                                                    (7,493)          (6,881)          (6,835)
    Payment of dividends                                                         (14,000)         (14,000)          (7,000)
                                                                               ---------        ---------        ---------

             Net cash used in financing activities                               (21,493)         (20,881)         (13,835)
                                                                               ---------        ---------        ---------

Net (decrease) increase in cash and cash equivalents                              (2,234)          (1,035)           3,296

Cash and cash equivalents:
       Beginning of the year                                                      21,278           22,313           19,017
                                                                               ---------        ---------        ---------

       End of the year                                                         $  19,044        $  21,278        $  22,313
                                                                               =========        =========        =========

Supplemental cash flow disclosures: Cash paid during the year for:
       Interest                                                                $     618        $   1,115        $   1,528
                                                                               =========        =========        =========

       Income taxes                                                            $   2,935        $  12,622        $  11,616
                                                                               =========        =========        =========

Supplemental schedule of noncash investing and
  financing activities:
    Acquisition of property, plant and equipment
      included in other long-term liabilities (Note 10)                        $    --          $    --          $   2,500
                                                                               =========        =========        =========

</TABLE>


The accompanying notes are an integral part of these financial statements.



                                      -47-

<PAGE>
                             Wheeling-Nisshin, Inc.
                          Notes to Financial Statements
                        December 31, 1999, 1998 and 1997

                                 (in thousands)


1.          Description of Business

            Wheeling-Nisshin,  Inc. (the  Company) is engaged in the  production
            and  marketing of  galvanized  and  aluminized  steel  products at a
            manufacturing facility in Follansbee, West Virginia. Principally all
            of  the  Company's  sales  are  to  ten  trading  companies  located
            primarily  in the United  States.  At  December  31,  1999,  Nisshin
            Holding  Incorporated,  a  wholly-owned  subsidiary of Nisshin Steel
            Co.,   Ltd.,   (Nisshin),   and   Wheeling-Pittsburgh    Corporation
            (Wheeling-Pittsburgh), a wholly-owned subsidiary of WHX Corporation,
            owned 64.3 percent and 35.7 percent of the outstanding  common stock
            of the Company, respectively.


2.          Summary of Significant Accounting Policies

            Use of Estimates
            The preparation of financial statements in conformity with generally
            accepted accounting principles requires management to make estimates
            and  assumptions  that  affect  the  reported  amounts of assets and
            liabilities and the disclosure of contingent  assets and liabilities
            at the date of the financial  statements.  Estimates also affect the
            reported  amounts of  revenues  and  expenses  during the  reporting
            period. Actual results could differ from those estimates.

            Cash and Cash Equivalents
            Cash and cash  equivalents  consist of  general  cash  accounts  and
            highly liquid debt  instruments  with  maturities of three months or
            less when  purchased.  Substantially  all of the Company's  cash and
            cash  equivalents  are maintained at one financial  institution.  No
            collateral or other  security is provided on these  deposits,  other
            than $100 of  deposits  insured  by the  Federal  Deposit  Insurance
            Corporation.

            Investments
            The Company  follows  Statement  of Financial  Accounting  Standards
            (SFAS) No.  115,  "Accounting  for Certain  Investments  in Debt and
            Equity  Securities," which requires that securities be classified as
            trading,  held-to-maturity,  or  available-for-sale.  The  Company's
            investments,  which consist of certificates  of deposit,  government
            bonds and commercial paper, are classified as  held-to-maturity  and
            are recorded at cost. The certificates of deposit amounted to $4,000
            and  $0 at  December  31,  1999  and  1998,  respectively,  and  are
            maintained at one financial  institution.  Government bonds amounted
            to $900 at December 31, 1999 and 1998.  Commercial paper amounted to
            $34,593 and $47,759 at December 31, 1999 and 1998, respectively.

            Inventories
            Inventories  are  stated  at the  lower of cost or  market.  Cost is
            determined by the first-in, first-out (FIFO) method. Until 1998, the
            Company  used the  last-in,  first-out  (LIFO)  method  to value its
            inventories,  which was approximately $510 and $1,343 higher than it
            was  under  the  FIFO  method  at   December   31,  1998  and  1997,
            respectively.  Effective January 1, 1999, the Company changed to the
            FIFO method (refer to Note 3).


                                      -48-

<PAGE>
                             Wheeling-Nisshin, Inc.
                          Notes to Financial Statements
                        December 31, 1999, 1998 and 1997

                                 (in thousands)


            Property, Plant and Equipment
            Property,  plant and  equipment  is stated at cost less  accumulated
            depreciation.

            Major  renewals  and   improvements  are  charged  to  the  property
            accounts, while replacements,  maintenance and repairs, which do not
            improve  or extend  the useful  lives of the  respective  assets are
            expensed.  Upon  disposition  or retirement  of property,  plant and
            equipment,  the cost and the related  accumulated  depreciation  are
            removed from the accounts. Gains or losses on sales are reflected in
            other income.

            Depreciation  is provided  using the  straight-line  method over the
            estimated useful lives of the assets.

            The  carrying  value of property,  plant and  equipment is evaluated
            periodically  in relation to the  operating  performance  and future
            undiscounted  cash flows of the underlying  operations.  Adjustments
            are made if the sum of  expected  future net cash flows is less than
            book value.

            Debt Issuance Costs
            Debt  issuance  costs  associated  with  long-term  debt  secured to
            finance the  construction  of the Company's  original  manufacturing
            facility and the second  production  line were  capitalized  and are
            being amortized using the effective interest method over the term of
            the related debt.

            Income Taxes
            The Company follows SFAS No. 109,  "Accounting for Income Taxes," to
            recognize  deferred tax  liabilities  and assets for the  difference
            between the financial  statement  carrying amounts and the tax basis
            of assets and  liabilities  using enacted tax rates in effect in the
            years in which the  differences  are expected to reverse.  Valuation
            allowances are  established  when  necessary to reduce  deferred tax
            assets to the amount expected to be realized.

            Earnings per Share
            The Company  follows  SFAS No.  128,  "Earnings  per  Share,"  which
            requires the disclosure of basic and diluted earnings per share.

            Earnings  per share is  calculated  by  dividing  net  income by the
            weighted average number of shares of common stock outstanding during
            each period.


3.          Accounting Change

            Effective  January 1, 1999, the Company elected to change its method
            of inventory  valuation from the LIFO method to the FIFO method. The
            Company  believes  the FIFO  method  provides a better  matching  of
            inventory  costs with  product  sales.  The change has been  applied
            retroactively by restating the financial statements for prior years.
            The effect of this  restatement  was to increase  net income for the
            year  ended  December  31,  1998 by $523 or $.07  per  share  and to
            decrease  net  income by $846 or $.12 per  share for the year  ended
            December 31, 1997. The cumulative effect of the change as of January
            1, 1997 was not material.



                                      -49-

<PAGE>

                             Wheeling-Nisshin, Inc.
                          Notes to Financial Statements
                        December 31, 1999, 1998 and 1997

                                 (in thousands)


4.          Inventories

            Inventories consisted of the following at December 31:


                                          1999                1998

            Raw materials              $ 11,043           $   7,576
            Finished goods                9,205               5,711
                                       --------           ---------

                                       $ 20,248            $ 13,287
                                       --------           ---------


5.          Property, Plant and Equipment

            Property, plant and equipment consisted of the following at December
31:
<TABLE>
<CAPTION>
                                                 Estimated Useful Lives
                                                         (Years)           1999          1998

<S>                                                     <C>          <C>            <C>
            Buildings and building improvements         15-31.5      $   34,773     $    34,674
            Land improvements                              15             3,097           3,097
            Machinery and equipment                       3-15          165,583         165,569
            Office equipment                               10             2,797           3,262
                                                                     ----------     -----------

                                                                        206,250         206,602

            Less accumulated depreciation                             (107,034)        (95,816)
                                                                     ----------     -----------

                                                                         99,216         110,786

            Land                                                          1,002           1,002
            Construction in process                                       3,236               -
                                                                     ----------     -----------

                                                                      $ 103,454      $  111,788
                                                                     ----------     -----------
</TABLE>

            Depreciation expense was $12,685,  $12,915 and $12,871 in 1999, 1998
and 1997, respectively.


                                      -50-

<PAGE>
                             Wheeling-Nisshin, Inc.
                          Notes to Financial Statements
                        December 31, 1999, 1998 and 1997

                                 (in thousands)


6.          Long-Term Debt

            Long-term debt consisted of the following at December 31:

<TABLE>
<CAPTION>

                                                                                          1999            1998

<S>         <C>                                                                        <C>             <C>
            Industrial  revenue  bonds for the second  production  line accruing
              interest  at .625% over the LIBOR rate,  as  adjusted  for periods
              ranging from three months to one year,  as elected by the Company.
              The interest  rate on the bonds was 6.65% at December 31, 1999 and
              6.66% at  December  31,  1998.  The  bonds  are  payable  in equal
              semi-annual installments of $2,853 plus interest through
              September 2000.                                                          $  4,106        $ 11,529

            Capital lease  obligations  accruing  interest at rates ranging from
              10% to 13.8%, payable in monthly installments
              through December 1999.                                                          -              70
                                                                                       --------        --------

                                                                                          4,106          11,599

            Less current portion                                                          4,106           6,775
                                                                                       --------        --------

                                                                                       $      -        $  4,824
                                                                                       --------        --------
</TABLE>

            The industrial revenue bonds are collateralized by substantially all
            property,  plant and  equipment and are  guaranteed  by Nisshin.  In
            addition,  the  industrial  revenue bonds provide that dividends may
            not be declared or paid  without  the prior  written  consent of the
            lender.  Such approval was obtained for the dividends  paid in years
            1999, 1998 and 1997.

7.          Income Taxes

            The  provision  for income  taxes for the years  ended  December  31
consisted of:



                                          1999      1998         1997

            Current:
               U.S. Federal           $  4,445     $11,005   $  7,771
               State                       306         709        523
            Deferred                       267         545        644
                                      --------     -------   --------

                                      $  5,018     $12,259   $  8,938
                                      --------     -------   --------

                                      -51-
<PAGE>

            Reconciliation  of the federal statutory and effective tax rates for
            1999, 1998 and 1997 is as follows:


                                         1999       1998         1997


            Federal statutory rate       35.0 %      35.0 %      35.0%
            State income taxes            1.6         1.6         1.5
            Other, net                   (0.1)        0.1         0.5
                                        ------       -----       -----

                                         36.5 %      36.7 %      37.0%
                                        ------       ------      -----

            The  deferred  tax assets and  liabilities  recorded  on the balance
            sheets as of December 31 are as follows:



                                                   1999             1998

            Deferred tax assets:
                  Accrued expenses              $   1,897       $   1,143
                  Other                             2,088           2,160
                                                ---------       ---------

                                                    3,985           3,303
                                                ---------       ---------

            Deferred tax liabilities:
                  Depreciation and amortization    23,492          22,729
                  Other                             3,728           3,542
                                                   ------       ---------

                                                   27,220          26,271
                                                   ------       ---------

                                                 $ 23,235       $  22,968
                                                 --------       ---------

            The Company has  received  two separate tax credits for new business
            investment and jobs expansion  (Supercredits) in West Virginia.  The
            Supercredits  may only be applied to offset the West Virginia income
            tax  liability  generated by the specific  business  expansion  that
            created the credit.  The first  Supercredit  was granted in 1988 and
            expired in 1997.  However,  the Company has approximately  $2,500 of
            credit  carryforwards  attributed to the 1988 investment that may be
            used to offset the Company's West Virginia  income tax liability for
            the three taxable years ended 2000.

            The second  Supercredit  granted in 1993 can be used to offset up to
            $5,958 annually of West Virginia income tax attributable to the 1993
            investment through the 2002 tax year. A portion of any unused credit
            may be carried forward for three taxable years thereafter.

            A valuation  allowance for the entire amount of the Supercredits has
            been   recognized   in  the   accompanying   financial   statements.
            Accordingly,   as  the  Supercredits  are  utilized,  a  benefit  is
            recognized  through a  reduction  of the  current  state  income tax
            provision.  Such  benefit  amounted to  approximately  $636 in 1999,
            $1,120 in 1998 and $876 in 1997.


                                      -52-

<PAGE>
                             Wheeling-Nisshin, Inc.
                          Notes to Financial Statements
                        December 31, 1999, 1998 and 1997

                                 (in thousands)

8.          Employee Benefit Plans

            Retirement Plan
            The Company has a noncontributory,  defined  contribution plan which
            covers   eligible   employees.   The  plan   provides   for  Company
            contributions  ranging  from  2% to 6% of the  participant's  annual
            compensation  based  on  their  years  of  service.   The  Company's
            contribution  to the plan was $574 in 1999, $490 in 1998 and $415 in
            1997.

            Profit-Sharing Plan
            The  Company has a  nonqualified  profit-sharing  plan for  eligible
            employees,  providing for cash  distributions to the participants in
            years when income  before  income taxes is in excess of $500.  These
            contributions  are based on an  escalating  scale  from 5% to 15% of
            income  before  income  taxes.  The  profit-sharing  expense,  which
            includes the  profit-sharing  contribution  and the related employer
            payroll  taxes,  was  $2,090 in 1999,  $6,290 in 1998 and  $4,644 in
            1997.

            Postretirement Benefits
            In   December   1996,   the  Company   adopted  a  defined   benefit
            postretirement plan which covers eligible employees.  Generally, the
            plan calls for a stated  percentage of medical  expenses  reduced by
            deductibles and other coverages. The plan is currently unfunded. The
            postretirement  benefit  expense  was $68 for  1999,  1998 and 1997.
            Accrued postretirement  benefits were approximately $271 and $203 at
            December 31, 1999 and 1998, respectively.


9.          Related Party Transactions

            The Company has a supply  agreement with  Wheeling-Pittsburgh  under
            which the Company has agreed to purchase a specified  portion of its
            required raw materials  through the year 2013. The Company purchased
            $170,458,  $164,473  and  $24,533 of raw  materials  and  processing
            services   from   Wheeling-Pittsburgh   in  1999,   1998  and  1997,
            respectively. The amounts due Wheeling-Pittsburgh for such purchases
            are  included  in due to  affiliates  in  the  accompanying  balance
            sheets.

            In 1999, the Company received notice from  Wheeling-Pittsburgh as to
            a pricing  dispute  under the supply  agreement for amounts owed for
            raw material purchases during the third and fourth quarters of 1999.
            On March 10, 2000, the Company reached a settlement in the amount of
            approximately  $2,000  with  Wheeling-Pittsburgh  over  the  pricing
            dispute.  The  settlement  amount  has  been  recorded  in the  1999
            financial statements.

            The Company also sells products to  Wheeling-Pittsburgh.  Such sales
            totaled   $1,175,   $1,916  and  $6,408  in  1999,  1998  and  1997,
            respectively, of which $302 and $228 remained unpaid at December 31,
            1999 and 1998,  respectively,  and are  included  in trade  accounts
            receivable  in the  accompanying  balance  sheets.  The Company also
            sells    products    to   Unimast,    Inc.,    an    affiliate    of
            Wheeling-Pittsburgh. Such sales totaled $845, $333 and $435 in 1999,
            1998 and 1997, respectively,  all of which were paid at December 31,
            1999 and 1998.


10.         Legal Matters

            The Company is a party to a dispute for final  settlement of charges
            related to the  construction  of its  second  production  line.  The
            Company   had   claims   asserted   against  it  in  the  amount  of
            approximately  $6,900 emerging from civil actions alleging delays on
            the project.  In  connection  with the dispute,  the Company filed a
            separate  claim for alleged  damages  that it had  sustained  in the
            amount of


                                      -53-

<PAGE>


                             Wheeling-Nisshin, Inc.
                          Notes to Financial Statements
                        December 31, 1999, 1998 and 1997

                                 (in thousands)


            approximately $400.

            The claims were  litigated in the Court of Common Pleas of Allegheny
            County, Pennsylvania, in a jury trial, which commenced on January 5,
            1996. A verdict in the amount of $6,700 plus  interest of $1,900 was
            entered  against the Company on October 2, 1996.  After the verdict,
            the  plaintiffs  requested  the trial court to award counsel fees in
            the amount of $2,422  against the  Company.  The motions for counsel
            fees plus  interest  were granted by the court to the  plaintiffs in
            June 1997.

            The Company filed  appeals from the judgments to the Superior  Court
            of Pennsylvania in 1997.  Post-judgment  interest accrues during the
            appeal  period.   Additionally,   the  Company  has  posted  a  bond
            approximating  $12,000  that will be held by the court  pending  the
            appeals.  On December 31, 1998, a three-judge  panel of the Superior
            Court ruled in favor of the Company's  appeals  vacating the October
            2, 1996  adverse  verdict and the award of counsel fees and remanded
            the case for a new trial.

            In 1999, the plaintiffs  requested the Pennsylvania Supreme Court to
            review the order of the Superior  Court in its  entirety,  including
            the  vacating of the verdict and the awarding of counsel  fees,  and
            their  request was  granted,  on the limited  questions  whether the
            trial court had jurisdiction to rule on the plaintiffs'  motions for
            counsel  fees while the appeal was pending and whether the  Superior
            Court  errored in ruling on the merits of the appeal  without  first
            getting an explanatory  statement from the trial court.  The Company
            intends  to  vigorously  oppose  efforts to have the  Supreme  Court
            interfere  with the Superior  Court's  favorable  rulings as well as
            vigorously  defend  against the  plaintiffs'  claims  assuming a new
            trial is held.  The Company has been advised by its Special  Counsel
            that it has various legal bases for relief,  if a new trial is held.
            However,  since  litigation  is subject to many  uncertainties,  the
            Company is  presently  unable to predict the outcome of this matter.
            In 1997,  the Company  recorded a liability  in the amount of $2,500
            related to these matters,  which was capitalized in property,  plant
            and equipment as cost overruns in the  accompanying  balance sheets.
            There  is at  least  a  reasonable  possibility  that  the  ultimate
            resolution  of these  matters  may  have a  material  effect  on the
            Company's  results of  operations or cash flows in the year of final
            determination.  Any portion of the ultimate resolution for interest,
            penalties and counsel fees will be charged to results of operations.


11.         Fair Value of Financial Instruments

            The  estimated  fair values and the methods  used to estimate  those
            values are disclosed below:

            Investments
            The  fair  values  of  commercial   paper,   government   bonds  and
            certificates  of deposit  were  $40,220 and $48,844 at December  31,
            1999 and 1998, respectively.  These amounts were determined based on
            the  investment  cost plus interest  receivable at December 31, 1999
            and 1998.

            Long-Term Debt
            Based on borrowing rates currently available to the Company for bank
            loans with similar terms and maturities, fair value approximates the
            carrying value.



                                      -54-

<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  Wheeling-Pittsburgh  Corporation  has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Wheeling, State of West Virginia on March 24, 2000.


                                      WHEELING-PITTSBURGH CORPORATION


                                      By:  /s/ James G. Bradley
                                           -----------------------
                                           James G. Bradley
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

                  Each person whose  signature  appears  below  constitutes  and
appoints  James G. Bradley and Paul J. Mooney,  and each of them singly,  as his
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution,  for  him,  and  his  name,  place  and  stead,  in any  and all
capacities to sign any and all amendments (including post-effective  amendments)
and supplements to this Registration  Statement,  and to file the same, with all
exhibits  thereto,  and all other  documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done,  as full to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

                  Pursuant  to  the  requirements  of  the  Securities  Act,  as
amended, this Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.




/s/ James G. Bradley                                 March 24, 2000
-----------------------------------------------      ---------------
James G. Bradley, President and Chief                Date
Executive Officer (Principal Executive Officer)

/s/ Paul J. Mooney                                   March 24, 2000
-----------------------------------------------      --------------
Paul J. Mooney, Executive Vice                       Date
President and Chief Financial Officer (Principal
Accounting Officer)

/s/ Ronald LaBow                                     March 24, 2000
-----------------------------------------------      --------------
Ronald LaBow, Director                               Date

/s/ Robert A. Davidow                                March 24, 2000
-----------------------------------------------      --------------
Robert A. Davidow, Director                          Date

/s/ Marvin L. Olshan                                 March 24, 2000
-----------------------------------------------      --------------
Marvin L. Olshan, Director                           Date







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